Loading...
HomeMy WebLinkAbout11-21-1988 Regular Meeting c~'((~tt.' P~! ,(U SHAUNA cLARK, CITY CLERK (2 SETS) 2nd Floor COMMUNITY DEVELOPMENT COMMISSION/REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGE N D A Regular Meeting November 21, 1988 11 :00 a.m. sI ::c rn ("') m ~. :;::: rn 0 - I 0'\ Q -~ -0 -< bo. 0 I 0 Il" :;:0 ex> ~ Roll Call Present: Absent: A. PUBLIC: Brief comments by general public. Motion: That the motions, indicated by Consent Calendar Items 1 through 3, be adopted, except for ____, ____, ____, ~ CONSENT CALENDAR (1) APPROVAL OF COMMISSION MINUTES MOvtON: Community Development Commission Move to adopt the Commission Minutes of November 7, 1988. (2) THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGING OF NOTES RECEIVABLE REPORT FOR THE MONTH OF OCTOBER 1988. M01fON: Community Development Commission Move to receive and file the Redevelopment Agency of the City of San Bernardino Aging of Notes Receivable Report for the month of October 1988. November 21, 1988 1578R (3) AUDIT OF EQUIPMENT PURCHASE AND TRAVEL EXPENSES BY PEAT MARWICK MAIN AND COMPANY MOTION: v Community Development Commission Motion to Receive and File the Audit Report of Peat Marwick, received on October 19, 1988. END OF CONSENT CALENDAR (4) SEIP - CHUCK KING AND ASSOCIATES MOTION: Community Development Commission ;' Move that Commission authorize City Attorney to proceed with lawsuit against Chuck King and Associates. (5) MCC & CCS - HANFORD FOUNDRY MOTION: / Community Development Commission Move that the Community Development Commission authorize the Redevelopment Agency to negotiate a final purchase agreement with Mr. Ken Bussey to purchase the 10.53 Hanford Foundry parcel. (6) TIA ULTRACOM 1236 TELEPHONE SYSTEM MOTION: Community Development Commission v' Motion to declare the TIA ULTRACOM 1236 telephone system listed on Exhibit "A" as surplus and to approve the sale of the system to the City of San Bernardino for the sum of $528.22. (7) ACCOUNTS RECEIVABLE - RICHARD COLE (Continued from October 24, 1988) MOTION: Community Development Commission I' Move that the Accounts Receivable matter regarding the Cole expenditure be written off the Accounts Receivable Ledger as uncollectible. 2 November 21, 1988 1578R (8) ACCOUNTS RECEIVABLE - VALERIE POPE-LUDLAM (Continued from October 24, 1988) MOTION: Community Development Commission A) Motion to accept Commissioner Pope-Ludlam's offer to pay I $611.27 per memo dated October 6, 1988 and that staff be instructed to reflect the amount of $351.73 as costs reimbursed to Commission Member Pope-Ludlam for trip expenses. *OR* B) That staff be instructed to initiate collection litigation. (9) YWCA-PUBLIC HEARING TO BE HEARD AT 11:00 a.m. (Continued from October 3, 1988) OPEN PUBLIC HEARING CLOSE PUBLIC HEARING MOTION: ~~_~_n.~~~~~~~~_~i~~ill) A) Joint Public Hearing to consider the sale OR lease of real property among The City of San Bernardino, The Redevelopment Agency and Young Women Christian Association. MOTION: Community Development Commission B) Joint Public Hearing to consider the sale OR lease of real property among The City of San Bernardino, The Redevelopment Agency and Young Women Christian Association. MOTION: ~~~__~~mmon ~~'~-~.~ID A) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE SALE OF THAT CERTAIN PROPERTY IDENTIFIED AS APN 135-061-10, LOCATED AT 566 NORTH LUGO AVENUE WITHIN THE CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA, BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO (HEALTH AND SAFETY CODE SECTION SECTION 33433). B) Move to adopt a RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA). 3 November 21, 1988 1578R MOTION: Community Development Commission C) Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA). *OR* /'....~ ...-.-- MOTION: (MaYOr and Common Council", ""M~'..,...........,.'" _.....__.,...._"'~_"""',._._._. ,_..... _" D) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE WITH THE CITY OF SAN BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO, RELATING TO LEASE OF SPACE. MOTION: Community Development Commission E) Move to adopt a RESOLUTION THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO. (10) AFFIRMATIVE ACTION SERVICES /.- MOTION: ~ Mayor and Common Council A) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO , AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE COMMUNITY I J DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FOR AFFIRMATIVE ACTION SERVICES. MOTION: Community Development Commission B) Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE ,~ REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO REGARDING AFFIRMATIVE ACTION SERVICES. 4 November 21, 1988 1578R (11) CCS - LIONEL HELLER - REQUEST FOR ASSISTANCE MOTION: Community Development Commission I Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A PROPERTY OWNER'S PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LIONEL HELLER. (12) TRI-CITY - SANTA FE REQUEST FOR ASSISTANCE MOTION: Community Development Commission Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND / DIRECTING THE EXECUTION OF A RELOCATION ASSISTANCE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY. (13) AGREEMENT FOR GRAPHIC SERVICES MOTION: Community Development Commission Move to adopt RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND ! DIRECTING THE EXECUTION OF AN AGREEMENT FOR GRAPHIC SERVICES BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARIDNO AND DAVID ODEN. (14) CLOSED SESSION MOTION: (_~~x?r and.r~o~~?~. COUrler!) Proceed to conduct a Closed Session pursuant to Government Code Section 54956.9 (a), to discuss the following pending cases: ...........-~". 1. San Bernardino Valley Municipal Water District vs. /\ /' Redevelopment Agency, etc., et al.; SBSC Case No. 223718 4 /~ l /[~~' San Bernardino Valley Municipal Water District vs. All ~,\I / Persons; SBSC Case No. 219711 1-{.....~.r~\\......//./:3~ San Bernardino Valley Municipal Water District vs. All ,~ . / . /' ... / Persons; SBSC Case No. 224322 ~r ..'/,/1 . (fi. .rJ.. '/ ../~\ ,):1/ (\J>/ /J . /f:;l/ i )~~.:{~-.%.~./ <.. /::rr/~ \ r /- . .;\ ;' .../ '\ 5 November 21, 1988 1578R MOTION: Community Development Commission Proceed to conduct a Closed Session pursuant to Government Code Section 54956.9 (a), to discuss the following pending cases: 1. San Bernardino Valley Municipal Water District vs. Redevelopment Agency, etc., et al.; SBSC Case No. 223718 2. San Bernardino Valley Municipal Water District vs. All Persons; SBSC Case No. 219711 3. San Bernardino Valley Municipal Water District vs. All Persons; SBSC Case No. 224322 (15) CLOSED SESSION MOTION: Community Development Commission Request to discuss possible action regarding civil status of Highland annexation film production - Commissioner Estrada. ADJOURNMENT Community Development Commission The Community Development Commission/Redevelopment Agency meeting adjourned to December 5, 1988 at 11 :00 in the Council Chambers, 300 North "D" Street, San Bernardino, CA 92418. 6 November 21, 1988 1578R COMMUNITY DEVELOPMENT COMMISSION/REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGE N 0 A Adjourned Regular Meeting November 21, 1988 12:30 p.m. Roll Call Present: Absent: PUBLIC: Brief comments by general public. WORKSHOP: A presentation by Janss Corporation of a development concept in the downtown area between Court and 4th streets and between D and E Street. ADJOURNMENT Community Development Commission The Community Development Commission/Redevelopment Agency meeting adjourned to December 5, 1988 at 11:00 in the Council Chambers, 300 North "0" Street, San Bernardino, CA 92418. ~. 4' l.= . ~ , ~ ~ No. 118 Jan. 1984 MEMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA DATE November 16, 1988 TO Chairman and Community Development Commission FROM James E. Robbins, Acting Executive Director SUBJECT CCN - JANSS CORPORATION Background Ann Harris, Main Street Project Manager, has been negotiating with Janss Corporation (Developer) to redevelop the downtown block bounded by Court and Fourth Streets and "D" and "E" Streets (Parcel A as shown on attached). Developer is also interested in the southeast corner of Court and "E" Streets (Parcel B on attached); however, the Redevelopment Agency is committed to negotiate exclusively with the Simchowitz Corporation until December 31, 1988. On October 4, 1988, the Redevelopment Agency received a request from Developer to have the exclusive right to negotiate for the development of Parcel A. This was discussed in closed session by the Redevelopment Committee on October 4, 1988. The Committee requested that the Developer submit a more detailed proposal. Janss Corporation Janss Corporation is an established developer which has been active since the early 1900's. As detailed in the attached they appear to have the qualifications and experience in developing urban mixed use projects, e.g., Janss Court, Santa Monica, California; First Street North, Los Angeles, California; and Civic Center West, Pasadena, California. Recommendation It is recommended that no action be taken on this matter. We expect a full staff report and proposed agreement will be presented to the RDA Committee at its meeting of December 8. The Committee's recommendation wou1 then be forwarded to the Commission on December 19, 1988. ~~ James E. Robbi ns Acting Executive Director JR:GW:kp:1143S "l ..( I \ JANSS CORPORATION REFERENCE MAP FOR PROPOSAL CITY OF SAN BERNARDINO NOVEMBER 11, 1988 'r 4TH STREET L L L'.. : , ( , e, b [] ['1 -" r , PARCEL "A" COURT STREET 3RD STREET "D" STREET CITY HALL "E" STREET CENTRAL CITY SHOPPING CENTER PARCEL "B" REFERENCE MAP 2ND STREET COMMUNITY DEVELOPMENT COMMISSION/REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO M I NUT E S Regular Meeting November 7, 1988 11 :25 a.m. The Community Development Commission/Redevelopment Agency meeting was called to order at 11:25 a.m., on Monday, November 7, 1988, in the Council Chambers of City Hall, 300 North "0" Street, San Bernardino, California, by Mayor Evlyn Wilcox. ROLL CALL Roll call was taken with the following being present: Chairman Evlyn Wilcox; Members Esther Estrada; Jess Flores; Jack Reilly; Michael Maudsley; Norine Miller. Absent: Valerie Pope-Ludlam. STAFF PRESENT James E. Robbins, Acting Executive Director; J. Lorraine Velarde, Administrative Division Manager; John Hoeger, Development Division Manager; Dennis Barlow, Senior Assistant City Attorney; Shauna Clark, City Clerk; Margie Vance, Recording Secretary. PUBLIC: Brief comments by general public. There were none. CONSENT CALENDAR (1) APPROVAL OF COMMISSION MINUTES Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to adopt the Commission Minutes of October 24, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. November 7, 1357B 1988 V-) (2) REDEVELOPMENT COMMITTEE MINUTES Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to receive and file the Redevelopment Committee Minutes of September 22, 1988 and October 12, 1988 The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. (3) TRI-CITY REDEVELOPMENT PROJECT AREA - CITIZENS ADVISORY COMMITTEE MINUTES Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to receive and file the Tri-City Redevelopment Project Area - Citizen Advisory Committee Minutes of July 28, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. (4) UPTOWN REDEVELOPMENT PROJECT AREA - CITIZEN ADVISORY COMMITTEE MINUTES Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to receive and file the Uptown Redevelopment Project Area Citizen Advisory Committee Minutes of September 15, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. (5) DEVELOPMENT ACTIVITY REPORT - SEPTEMBER 1988 Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to receive and file the Development Activity Report for the Month of September 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. 2 November 7, 1988 1357B (6) REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGING OF NOTES RECEIVABLE REPORT FOR THE MONTH OF SEPTEMBER 1988. Community Development Commission Commissioner Minor made a motion, seconded by Commissioner Maudsley, to receive and file the Redevelopment Agency of the City of San Bernardino Aging of Notes Receivable Report for the month of September 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. END OF CONSENT CALENDAR (7) PROPOSAL FROM ICCS CORPORATION TO DEVELOP SOFTWARE FOR THE LINE ITEM BUDGET IN AN AMOUNT NOT TO EXCEED $5,000. Community Development Commission Commissioner Estrada made a motion, seconded by Commissioner Flores, to approve the proposal from ICCS Corporation to develop computer software for the Line Item Budget project in an amount not to exceed $5,000. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. (8) REIMBURSEMENT TO THE CITY FOR THE SERVICES OF JAMES ROBBINS AS ACTING EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY Community Development Commission Commissioner Flores made a motion, seconded by Commissioner Maudsley, to approve the reimbursement to the City of San Bernardino for the Services of James Robbins as Acting Executive Director of the Redevelopment Agency. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. 3 November 7, 1988 1357B (9) NW - PEC BUILDING #1 - CHAPARRAL Community Development Commission Commissioner Estrada made a motion, seconded by Commissioner Flores, to receive and file. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. COMMISSIONER POPE-LUDLAM ARRIVED AT THE COUNCIL TABLE (10) MILES & HALL - GRANT DEED Community Development Commission The City Clerk read the titles of the Resolutions RESOLUTION NO. 5160 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A CORRECTED GRANT DEED BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO TO THE MILES AND HALL PARTNERSHIP. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None Commissioner Estrada made a motion, seconded by Commissioner Reilly, to adopt the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None 4 November 7, 1988 1357B (11) RUSS HATLE - NAME CHANGE Community Development Commission RESOLUTION NO. 5161 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF THE SECOND AMENDMENT TO THE PROPERTY OWNER'S PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND UNIVERSITY SERVICE CENTER PARTNERS. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None Commissioner Flores made a motion, seconded by Commissioner Reilly, to adopt the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None (12) CHAPTER 8 SALE - AUTHORIZATION TO ACQUIRE PROPERTY Community Development Commission RESOLUTION NO. 5162 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT TO PURCHASE TAX-DEFAULTED PROPERTY, DATED NOVEMBER 16, 1988, WITH THE COUNTY OF SAN BERNARDINO. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None Commissioner Estrada made a motion, seconded by Commissioner Reilly, to adopt the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None 5 November 7, 1988 1357B (13) SEIP - AUTO PLAZA-FRIEDLANDER DEFAULT - PARCEL 6 OF PARCEL MAP 9713 Community Development Commission RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A DECLARATION OF FORFEITURE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO. Commissioner Estrada made a motion. seconded by Commissioner Reilly. to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada. Flores. Reilly. Maudsley. Minor. Miller. Pope-Ludlam. Noes: None. Abstain: None. Absent: None A discussion ensued. John Hoeger. RDA Development Division Manager addressed the Commission and informed them that Mr. Frielander was not able to attend this meeting and asked that the item be continued to December 5. 1988. Commissioner Flores made a motion. seconded by Commissioner Minor. to continue this item to December 5. 1988. The motion carried by the following vote: Ayes: Estrada. Flores. Reilly. Maudsley. Minor. Miller. Pope-Ludlam. Noes: None. Abstain: None. Absent: None (14) SPECIAL LEGAL COUNSEL SERVICES Community Development Commission RESOLUTION NO. 5163 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT RE SPECIAL COUNSEL SERVICES WITH STRADLING. YOCCA. CARLSON & RAUTH. Commissioner Estrada made a motion. seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly. Maudsley. Minor. Miller. Pope-Ludlam. Noes: None. Abstain: None. Absent: None 6 November 7, 1988 1357B A discussion ensued Dennis Barlow, Senior Assistant City Attorney addressed the Commission and informed them that Mark Huebsch, Esq. from the firm of Stradling, Yocca, Carlson and Rauth was present to answer any questions the Commission Members might have. Chairman Wilcox asked the Commission Members if they had any questions they wanted to ask Mr. Huebsch. There were no questions nor comments made. Commissioner Minor made a motion, seconded by Commissioner Flores, to adopt the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None (15) AGREEMENT WITH CITY OF SAN BERNARDINO REGARDING COUNCIL OFFICE SERVICES Mayor and Common Council RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, REGARDING COUNCIL OFFICE SERVICES. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None A discussion ensued. Chairman Wilcox, asked Dennis Barlow, Senior Assistant City Attorney to rewrite the agreement to include a method of documenting the services to be provided on a monthly basis within the maximum figure of $30,000. Commissioner Mauds1ey indicated to the Chairman that the Redevelopment Committee Chairperson Esther Estrada had already requested a monthly report be presented outlining how the money is being spent. The Chairman requested that such wording be included in the agreement. Commissioner Flores made a motion, seconded by Commissioner Minor, to continue this item to December 5, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None 7 November 7, 1988 1357B Community Development Commission RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO REGARDING COUNCIL OFFICE SERVICES. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None Commissioner Flores made a motion, seconded by Commissioner Minor, to continue this item to December 5, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None COMMISSIONER POPE-LUDLAM LEFT THE COUNCIL TABLE (16) CCN - PURCHASE OF HERITAGE HOUSE PARKING LOT Community Development Commission RESOLUTION NO. 5164 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT RELATING TO REAL ESTATE WITH THE SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL. Commissioner Estrada made a motion, seconded by Commissioner Reilly, to waive further reading of the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. A discussion ensued. Commissioner Maudsley asked the Commission Members to approve the resolution authorizing staff to enter into negotiations for the purchase of the Parking Lot next to the Heritage House. Commissioner Minor made a motion, seconded by Commissioner Maudsley, to adopt the resolution. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Mauds1ey, Minor, Miller. Noes: None. Abstain: None. Absent: Pope-Ludlam. 8 November 7, 1988 1357B COMMISSIONER POPE-LUDLAM ARRIVED AT THE COUNCIL TABLE. Commissioner Maudsley also made a second motion pertaining to the same subject, seconded by Commissioner Reilly, to offer to lease a 1/4 of the parking lot to Carl Viers a Riverside Developer who has been hired to relocate the Miles House, for a ($400.00) monthly rate that will return the purchase price in 7 1/2 years. The motion carried by the following vote: Ayes: Estrada, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: Flores. Abstain: None. Absent: None (RS-l) SENIOR CLERK TYPIST/RECEPTIONIST - ADMINISTRATIVE DIVISION SERVICES Community Development Commission Commissioner Estrada made a motion, seconded by Commissioner Reilly, that the position of Senior Clerk Typist/Receptionist be filled and that the Acting Executive Director's recommendation be accepted and that the position be offered to Melanie Vale. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None (RS-2) CLOSED SESSION Community Development Commission Pursuant to Government Code Section 54957 The Community Development Commission will convene to Closed Session to consider personnel matters. Commissioner Estrada made a motion, seconded by Commissioner Minor, to recess to Closed Session. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None MEETING RECESSED At 11:40 the Community Development Commission/Redevelopment Agency recessed to Closed Session. MEETING RECONVENED At 12:08 p.m., the Community Development Commission/Redevelopment Agency meeting was called to order by Chairman Evlyn ~ilcox. 9 November 7, 1988 13578 ROLL CALL Roll call was taken with the following being present: Chairman Evlyn Wilcox; Members Esther Estrada; Jess Flores; Jack Reilly; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; Norine Miller. STAFF PRESENT James E. Robbins, Acting Executive Director; J. Lorraine Velarde, Administrative Division Manager; John Hoeger, Development Division Manager; Dennis Barlow, Senior Assistant City Attorney; Shauna Clark, City Clerk; Margie Vance, Recording Secretary. A discussion ensued. Chairman Evlyn Wilcox announced the appointment of Mr. Steve Dukett as the new Executive Director of the Redevelopment Agency with his starting day as November 21, 1988, and his starting salary being at Step 4. Commissioner Estrada made a motion, seconded by Commissioner Reilly, that the Chairman's recommendation be accepted and that the position be offered to Mr. Steve Dukett. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None Commissioner Minor made a motion, seconded by Commissioner Flores, to adjourn the meeting to November 21, 1988. The motion carried by the following vote: Ayes: Estrada, Flores, Reilly, Maudsley, Minor, Miller, Pope-Ludlam. Noes: None. Abstain: None. Absent: None ADJOURNMENT Community Development Commission The Community Development Commission/Redevelopment Agency meeting adjourned to November 21, 1988 at 11 :00 in the Council Chambers, 300 North "0" Street, San Bernardino, CA 92418. 10 November 7, 1988 1357B lEL __ VELOPMENT AGENCY -R. NEST FOR l JMMISSION/COUNCIL A' _ ~N From: James Robbi ns, Acti ng Executi ve Di rectSubject: MOVE TO RECEIVE AND FILE THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGING OF NOTES RECEIVABLE REPORT FOR THE MONTH OF OCTOBER 1988. ,Jt: Redevelopment Agency Date: November 1, 1988 Synopsis of Previous Commission/Council action: November 10, 1988- The Redevelopment Committee received and filed the Redevelopment Agency of the City of San Bernardino Aging of Notes Receivable Report for the month of October 1988 and recommended that this report be presented to the Community Development Commission to be received and filed. Recommended motion: COMMUNITY DEVELOPMENT COMMISSION Move to receive and file the Redevelopment Agency of the City of San Bernardino Aging of Notes Receivable Report for the month of October 1988. V ~-V~ .Q~ C7 Signature James Robbins, Acting Executive Director N/A Phone: 383-5081 Ward: All Project: November 21 , 1988 Date: Contact person: Yes Supporting data attached: FUNDING REQUIREMENTS: Amount: $ No adverse Impact on City: r~"ncil Notes: Agenda Item No. Z- REDEVELOPMENT AGENCY -REQUEST FOR COMMISSION/COUNCIL ACTION STAFF REPORT The Redevelopment Committee requested that the Redevelopment Agency's Aging of Notes Receivable be presented to the Committee on a monthly basis as an information item only. On January 22, 1987, at the Redevelopment Committee meeting, the Redevelopment Agency's Aging of Notes Receivable was presented for the first time to the Committee for the month of December 1986. At this meeting, the Redevelopment Committee recommended that the Redevelopment Agency's Aging of Notes Receivable be presented to the Community Development Commission each month as an information only item. The Redevelopment Agency's Aging of Notes Receivable for the month of October 1988 is hereby presented to the Community Development Commission as an information only item. 0756A O-l '" Vl N -..I > ~nCCCCCCCCCCCCCC~~~~~~~~~~~n~_CZ~Q~ ~~ccccccccccccccoo-03300000~3~~0~~0 ~~~~~~~~~~~~~~ ~ ~~ ~ ~~~~ ~~ """S ~ "'C ::r"'C "'C c.c "'C "'C "'C Co. tt>..... .... "'C ~ > N c: c: c: c: c: c: c: c: c: c: c: c: c: ~ ~ ~ C:J C:J ~ _. ~ ~ ~ _. C:J ~ ~ ~ Q."1:> ~ n~I"1:>"1:>~"1:>~"1:>~"1:>~"1:>~"1:>"1:>~~C:J~~~~<~~~~~~ ~C~~ ~ ~ \00 0 0 0 0 0 0 0 0 0 00033 0 3tC~ 3 ~ 3 3 3 VltC VI (Xl- ~~ 3 ~. ~. 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ I 3 ~ <~ ~~Q.~\O~~ ~~~~W -ON~~ ~ VI -l-l-l-l-l-l-l-l-l-l-l-l-l~~ ~ I I ~>~~~o I ~ I ~ I ~ ~ ~~ """S"""S"""S"""S"""S"""S"""S"""S"""S"""S,"""S,~~~~~~~~~~~"""S~,~ N~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ I I VI 0 0 ~ I 0 ~ -"1:> '" I ~~~~~~~~~~~~~~<VI~ I~~II~ ~ ~I~ ~~~~~~~~~~~~~N~C~ ,w n -'~-N ~ooofo)-t')~"""",~-fo'I-+.-+t-+.-+.-+.-+... .., Ib~.. ......., -W- :::t CNN ~~~~~~~~~~~~~\O~ (Xl~-..I(Xl"'VI n \0 ~~~~~~~~~~~~~U'1 U'I~U'I(Xl. N- (Xl ~o- "'VI ON OQJ.. .......,--..JO w- wcro- -' o Q. -l o -l > ~ <c~~~~~~~~~~~~~~~ _.:::t~~~~~~~~~~~~~~~ _....~~~~~~~~~r~~~~~ ~<~~~~~~~~~~~~~~~ ~~ Q.Q. ~ <<<<<<<<<<<< <_.~. nVl~~~~~~~~~~~~~~~ _._.~:::t :::t :::t :::t :::t :::t:::t :::t ~ ~ ~ ~ ~~~~~~~~~~~~~~~~~ -~ccccccccccccc........ o "'''''''S'''''''S''''''S''''''S''''''S''''''S''''''S''''''S''''''S-'- <~~~~~~~~~~~~~~~ ..I- en '" &It II) Vt II) If) \It VI '" VI Vt VI '" VI -'- .. ... .. ... ... .. .. .. ... .. .. .. C1 C1 ell ........................................ ..... ..... ..... ..... ..... . lO:3::J::J::J:J:::t:::t:3::J:3:J::J:Jnn tt>nnnnnnnnnnnnn ~~~lllllrllllll~~ nnooooooooooooonn ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ I I I I I I I I I I I I I ~~~~~~~~~~~~~ 0000000000000 Q.Q.Q.Q.Q.Q.Q.Q.Q.Q.Q.Q.Q. -l ~ )( - ~ n -..I o < ~ -~ 0..............,.......,...........................................,.......,.....,.....,.....,0....00 - - - ~. OU'lU'lU'lU'lU'lU'lU'lU'lU'lU'lU'lU'lU'loQ.o ! ! ~ ~ -N~ N W WU'I(Xl ~ -.....,.....,...............,...............,.....,.............,.......,.....,.......,.....,.............,~ o "'COOOCOOOOCOCCU'I"'~ C (XlcccoccocoOOCC"'CN C ococccocccoccc~O'" C OCOCOCOCOCOCCOU'lC-..I C OCOOOCOOOCOOOOOCW VlVlVlVlVl~~CO ::r n n .. 0 .., .... """S ~ ~ ~ C:J C:JLQ 0 ~ ~ ~cc- ~~~~ c....,.., ..,..,"'(0 -.LQ tC :E:E - ~ ~ ~ :3 ...... -. I'D I'D en Vt :s::;,"'''' Vt:Z:V) :J: t"t'" c-t" tJ:I ....... ::r ...... c C '" If) -,. < 0 -' l'I) ro ...... -'o::J Ib ." ~ -<<c..~c.. Q.I VI- ~~~~~~ ..,Of't)-' C') n n"C .., --' OJ CC ~ N n nn tC ~ ~ ~ ~ C1nnVlZVlZZVl nnnn:EI'TI:E:E1'TI VlVl _ I I _ ~C:JC:J~ ~~ ~~ C C ~~ CO"'O-..lU'lU'l-..l COOOOOON U'I -..I (Xl (Xl U'I (Xl o W -..I -..I (Xl U'I o W (Xl (Xl -..I o 10 \0 C ~ N '" \0 (Xl W \0 N U'I '" o ~ (Xl N o -..I U'I (Xl U'I- ~ W ~U'I-..1~-..I 0 CO(Xl~O-..l--..I OC\O\O-(XlN\o, OOO(XlW(Xl(Xl\Oc CO(XlON~O'I-1 CO~OU'l"'-O OC~OO'l(Xl~(Xl I'TI ~ ~ ~ ~ ~ ~ Vl ~ ~ VI C o ~ ....... n~ 0-. ~~ ~~ ~VI ~...... ~> ~EJ ~o ~ C ~~ ~ ~ '< Q ~ < ~. ~ n Z n :E Vl Vln nn Z en 00 0-..1 U'I - ~ ~ ~ ~ ~ VI ~ VI ~ ~ ~ o C ~ VI ~ ~ ~ Q. ~ tC WU'I ~ W 0'1 -..I \OW N 00'1 W U'IN W o U'I (Xl 0-..1 0 -- ~ ~ ~ -..I o ~~ i ~ ~ i~ ~ 0 ~c: >~-l - V> >Z-l n> _Z ~C >- ~Z C1 '" I'TI C I'TI < I'TI ~ o "'tl ~ I'TI Z > -l C1 >- > VlZ C1 C1 I'TI o Z ~o n ~ -< o nz 0 ~o ~ O-l 0- I'TI -l ~Vl :::I: ~ I'TI ~ WI'TI n -n _ I'TI -l - -< -< 10> 0 (Xl C:J ~ (Xl ~ I'TI Vl > Z C:J I'TI ~ Z )> ~ C - Z o REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: AUDIT OF EQUIPMENT PURCHASE AND TRAVEL EXPENSES BY PEAT MARWICK MAIN AND COMPANY DATE: NOVEMBER 16, 1988 Synopsis of Previous Commission/Council/Committee Action: 08-01-88 Community Development Commission accepted and retained Peat Marwick to conduct a five year audit of travel and equipment expenditures at a cost not to exceed $7,500.00 for this special audit. (Community Development Commission) Recommended Motion: Motion to Receive and File the Audit Report of Peat Marwick, received on October 19, 1988. Contact Person: JAMES E. ROBBINS Phone: 384-5081 Supporting data attached: YES Ward: ALL FUNDING REQUIREMENTS: Amount: $ Project: ALL No adverse impact on City: Date: NOVEMBER 21, 1988 Council Notes: Agenda Item No. ~ 1580R/JLV/mv 11-21-1988 "~i MEMORANDUM No. 11 Jan. 19f REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNI DATE November 9, 1988 TO Chairman and Commission Members FROM James E. Robbins, Acting Executive Director SUBJECT SPECIAL AUDIT OF AGENCY EQUIPMENT PURCHASE & TRAVEL EXPENDITURE Attached hereto for your review is a copy of the report received from Peat Marwick on October 20, 1988. In reviewing the findings and recommendations of the report we find several areas where we can immediately initiate action either by modifying existing directives or issuing new directives. We will address each section below. Equipment Purchases Recommendations (Page 2) Procedural Directive 87-19 (dated April 6, 1987), Section D Purchase Orders/Requisitions will be amended to instruct that all Purchase Orders for Requisitions over $3.500.00 must have the signature or initials of the Accounting Division and Administrative Services Division confirming that the Commissions approval has been received and said Purchase Order and/or requisition will have that appropriate approval information on it prior to processing. Documentation of Equipment Purchases (Page 3) The additional control procedure suggested for Agency equipment purchases will be put into effect by amendment to Procedural Directive 87-19 (April 6, 1987) to require that the Manager of Administrative Services Division approve and sign each Purchase Order prior to the approval now required by and in addition to the signature of the Executive and Deputy Director. Also are requiring that the account number of the bUdget line item be referenced on the Purchased Order. Credit Card Purchases <Page 3) Staff will prepare for the Commission's review and consideration, a formal written policy on the use of credit cards to purchase equipment only in extreme emergencies. Safeguarding of Assets Recommendations <Page 4) 1) A procedural directive will be prepared and issued addressing the exchange of equipment between employees. Administrative Services has been instructed to prepare the recommended Request for Change Form. 2) Staff has just recently converted the manual fixed assets list to a computer process and is in the process of entering all the new furniture and equipment necessitated by the relocation. A new Procedural Directive will be prepared and issued with regards to Asset Inventory and will address and implement the recommendations given. 3) Administrative Services will prepare a standard serialized form for loaning equipment which will be incorporated in the Procedural Directive regarding Asset Inventory Control. Agency Automobile Policy <Page 5) 1) Staff thru the submission of the Agency's Administrative Budget for 88/89 had already taken initial steps in reducing the Agency's "fleet of vehicles". The intention is to reduce the number of Agency vehicles to 2 <the 1986 LTD Sedan and the Van which will be purchased or ordered within the next 30 days). The option of a vehicle allowance is something that could be addressed when a Executive Director is appointed. A pOlicy and forms will be fashioned after the existing policy for City Department Heads regarding vehicle allowance. 2) Staff has been instructed to revise the existing Sign In and Out Form sheet to include and incorporate the 7 Sub Areas suggested in the audit report. Recommendations <Page 9) a) Travel Expenses The Accounting Department has been instructed to prepare and submit, a monthly report to the Executive Director itemizing the travel expenses incurred during that time period and the budgeted balance. Staff is reviewing and will make recommendations to the Commission for Modification of Resolution No. 4644 which sets policy for travel expenses. b) Travel Expense Voucher The suggestions made relative to the Travel Expense Voucher is being addressed by the issuance of a Procedural Directive and a Revised POlicy on Travel. The directive addresses the appropriate verification and documentation needed for reimbursement. Agency Credit Cards Steps had already been taken to cancel the Mastercharge with American National Bank. A policy is being written identifying the appropriate usage, timeliness and verification needed when the cards are used. Staff proposes to place this report on the Commission Agenda of November 21, 1988. If the Commission Members have comments or questions regarding same or are desirous of additional information please advise. The day of implementation for modification cited above will be November 18, 1988. cr~ns~ Acting Executive Director JER:JLV:mv:1552R Attachment cc: J. Lorraine Velarde John Hoeger Moe Estevene Barbara Lindseth Peat Marwick Certified Public Accountants Peat Marwick Main & Co. 725 South Figueroa Street Los Angeles. CA 90017 Mr. Jim Robbins Acting Executive Director of the Redevelopment Agency City of San Bernardino 300 North "D" Street San Bernardino, California 92418 Dear Jim: Telephone 213 972 4000 Telex 6831572 PMMLA Cable Address VERITATEM Telecopier 213 622 1217 October 13, 1988 Enclosed are the twenty remal.nl.ng copies of our special report along with our final billing for services performed. Please let me know if we can provide my additional services to the Redevelopment Agency. DH: law: 13 Enclosures 11II Member Firm of Klynveld Peat Marwick Goerdeler Very truly yours, PEAT MARWICK MAIN & CO. V~~~~ Derek Hanway, Senior Manager ROUTING as 51. JH ME BI. LV CC CClO - - - ORIG. ROUTt COpy _ Peat Marwick Certified Public Accountants Peat Marwick Main & Co. 725 South Figueroa Street Los Angeles. CA 90017 Telephone 213 972 4000 Telex 6831572 PMMLA Cable Address VERITATEM Telecopier 213 622 1217 The Honorable Members of the Community Development Commission of the City of San Bernardino, California At your request, we have applied certain agreed-upon procedures as discussed below, to the Redevelopment Agency of the City of San Bernardino, California (Agency) equipment purchases and travel expenditures for the period from July 1, 1983 to June 30, 1988. It is understood that this report is solely for your information and is not to be referred to or distributed for any purpose to anyone who is not a member of management of the Community Development Commission of the City of San Bernardino (Commission). Our procedures and findings are as follows: SUMMARY OF PROCEDURES PERFORMED 1. We reviewed the Agency's policies and procedures for equipment purchases and travel that were in place during the period under review. 2. We made an assessment of the current system of internal accounting control relating to equipment purchases and travel expenditures to determine adequacy of the system as a safeguard to Agency assets. 3. We performed detailed tests of all transactions charged to the Agency's "travel conference," "equipment fixed assets" and "furniture" general ledger accounts by agreeing such transactions to supporting documentation to determine if equipment purchases and travel expenses were properly supported by available documentation and were made in accordance with the Agency's stated policies and procedures. EOUIPMENT PURCHASES FINDINGS 1. Approval of Purchases over $3.500 Resolution #4357, adopted August 16, 1982, requires that all purchases of equipment exceeding $3,500 individually shall have the specific approval of the Commission. In the course of our testwork, we noted one instance in the fiscal year ended June 30, 1985, in which a telecopier costing $3,674 was purchased without the Commission's authorization. Member Firm of Klynveld Peat Marwick Goerdeler IIUIIPeat Marwick Community Development Commission of the City of San Bernardino Page 2 2. Supportin~ Documentation In performing our test work, the following situations were noted: · There were four instances in which payment for equipment purchased was not supported by original invoices as required by Procedural Directives 85-34, dated November I, 1985 and 87-19, dated August 7, 1987. · In 132 out of 174 equipment purchases examined, we noted purchase requisitions were not signed by an appropriate official. According to Procedural Directives 85-46 and 87-21, dated November I, 1985 and August 12, 1987 respectively, a requisition form is required to be approved and "signed off' by a representative of the Agency's Administrative Services Department for all equipment purchases. . In addition, there were 83 occurrences in which the receiving copy of the purchase order did not document the number of items that were actually received. 3. Charl;e Card Purchases In performing our testwork, it was noted that four equipment purchases were made through the use of Agency charge cards. It should be noted that equipment purchased using charge cards did not require the issuance of a purchase order and requisition. Thus, purchases using a charge card tend to circumvent and weaken the overall controls over equipment purchases. EOUIPMENT PURCHASES RECOMMENDATIONS The above findings are primarily due to non-compliance with Agency policies. To ensure compliance with Agency policies and to improve overall control over Agency equipment, we recommend the following: Approval of Purchases over $3.500 Prior to making a payment for equipment purchases costing more than $3,500, the Accounting Department, in addition to the Administrative Services Department, should ascertain whether or not the Commission's approval has been obtained. By implementing this control procedure, the Agenc} will improve their controls over equipment purchases. and ensure compliance with adopted policies. ,. Peat Marwick Community Development Commission of the City of San Bernardino Page 3 Documentation of Equipment Purchases To ensure proper documentation for all equipment purchases, the Agency should implement the following, at a minimum: 1. In addition to the Administrative Services Department, the Accounting Department should perform an additional check to ensure all supporting documentation (i.e. original invoice, purchase requisition and completed receiving copy of purchase order) is present prior to payment. 2. As an additional control procedure over the authorization of purchases, the Agency should require the manager of the Administrative Services Department to approve and sign each purchase order prior to the approval now required by in addition to that of the Executive or Deputy Director. Credit Card Purchases A formal written policy should be created stating that Agency charge cards may only be used to purchase equipment in emergency situations. For regular equipment purchases, the normal purchasing procedures should always be followed. This policy will minimize equipment purchases through charge cards. SAFEGUARDING OF ASSETS FINDINGS Issuance of Equipment As required by Procedural Directive 87-15, dated August 7, 1987, furniture and equipment issued to an employee, are required to be formally receipted However, this policy was not consistently followed. Loaninl: of Equipment According to Procedural Directive 87-15, equipment loaned to other departments, should be receipted stating when and who borrowed the equipment. On majority of the receipts examined there was no indication that the Executive Director had approved such equipment loans as required by Procedural Directive 87-15. ~ Peat Marwick Community Development Commission of the City of San Bernardino Page 4 Inventory Takin~ The Agency does not have a formal written policy regarding the taking of a complete equipment inventory on a periodic basis. The most recent inventory taken was in November 1986, and prior to that date, an inventory had not been taken in several years. Master Asset Listinl: The Agency assigns a fixed asset control number to all furniture and equipment items costing more than $50. Such assets are recorded in the Agency's Master Asset Listing. In performing our testwork, we selected 14 pieces of equipment (which were considered valuable and movable, and cost more than $3,500 each) from the Master Asset Listing. We traced each item to the actual physical asset. Additionally, we agreed 5 other pieces of equipment (which were considered movable, and which cost less than $3,500 each) from the actual physical asset and found one item in a location that differed from the location attributed to it in the Master Asset Listing. A~ency Automobiles The Agency does not have a formal written policy regarding the use of its three automobiles. During fiscal years 1984 through 1988, two of the automobiles had been assigned to, and used exclusively by, the Executive and Deputy Directors. The third automobile was used by other Agency employees. During our testwork, we noted that several log sheets for the third Agency automobile were improperly completed in that time in/out and estimated/actual time of return were not always listed. In addition, the present policy does not require an Agency employee, to whom an automobile is assigned exclusively, to submit a record providing information relating to personal versus business usage of the vehicle. Such omission is an apparent violation of Treasury Regulation Section 1.274-5T(c), which requires an employee to maintain a log book and trip sheet for the purpose of reporting the personal usage portion of the automobile as income to the employee. SAFEGUARDING OF ASSETS RECOMMENDATIONS To improve controls over equipment, the Agency should implement the following standard procedures: I. The Agency should implement a formal procedure to notify the Administrati ve Services Department when equipment is exchanged between employees within the Agency. By creating a "request for change" form and submitting it to the Administrative Services ""'" Peat Marwick Community Development Commission of the City of San Bernardino Page 5 Department on a timely basis, the Agency will be able to maintain a more accurate record of the location of equipment. 2. The Agency should completely inventory all equipment on a periodic basis. Taking a periodic inventory will improve control over the Agency's equipment by detecting lost or misplaced equipment. 3. The Agency should create a standard serialized form for loaning equipment to the City Departments. Such a form should contain the following information, at a minimum: . Department name . Signature of borrower · Intended purpose for equipment . Approval of Executive or Deputy Director Serial and asset number of equipment . Date of borrowing . Approximate date of return of equipment The forms should be kept on file within the Administrative Services Department. Equipment not returned within a reasonable period of time should be investigated. By keeping such forms on file, the Agency would know the exact location of its equipment. In addition, the Master Asset Listing should be updated to reflect that equipment has been loaned to another department. 4. The Agency should implement the following procedures for issuing valuable and movable equipment to their employees: . The use of a standard serialized form to issue equipment which would include information such as employee name, equipment serial number and Agency's asset number, and the equipment issuance date. Maintain a copy of the completed form 10 the employee's personnel file . Keep an additional copy 10 a file with the Administrative Services Department By following the procedures above, the Agency would ensure control over their valuable and movable equipment by having a complete record of who is responsible for the issued equipment. A!;ency Automobile Policy The Agency should adopt a formal written policy for the use of all Agency vehicles. Such a policy could incorporate the following features: .. Peat Marwick Community Development Commission of the City of San Bernardino Page 6 1. Only the Executive and Deputy Directors should have an automobile available for their personal business use. If the automobiles are to be used for business and personal purposes, then the Executive and Deputy Directors should be required to report to the Agency the amount of mileage incurred for each type of use. Proper reporting of business and personal use of the automobiles will enable the Agency to report information on the employee's W-2 forms as required by law. As an alternative, the Agency could offer a monthly travel and mileage allowance to the Executive and Deputy Directors; thereby, eliminating the need for two of the Agency's vehicles. The monthly travel and mileage allowance would be directly reported as income in the employee's W-2 form. 2. As for the automobile reserved for other Agency employees, the Agency should revise its sign-in-and-out sheet to include the following information: . Employee using the automobile · Statement of business purpose for use of the automobile, and intended destination of the vehicle · Time the automobile is checked out · Approximate and actual time of return · Phone number where the employee using the automobile can be reached Actual number of miles traveled · Employee's signature The Administrative Services Department should review this sheet on a regular basis. A formal written policy will improve control over the use of Agency vehicles and ensure the proper reporting of the automobiles for tax purposes. TRAVEL EXPENDITURES FINDINGS Specific Resolution for Trips Costin\: over $1.000 Resolution No.4644, adopted July 9, 1984, states that any trip costing in excess of $1000 be specifically authorized by a. resolution of the Community Development Commission. Our testwork disclosed fourteen trips that exceeded the prescribed limit between fiscal years 1984 through 1988. None of these trips had the specific authorization of the Commission for such travel. Among these trips taken, thirteen were by the Executive Director and one by a staff member. __ Peat Marwick Community Development Commission of the City of San Bernardino Page 7 Travel Expenses Exceedin~ Annual Bud~et Resolution No.4357, adopted August 16, 1982, specifies that travel anticipated to exceed the yearly approved budgeted allowance also must have Commission approval. During the period from July 1, 1983 to June 30, 1988, there were four fiscal years in which the total actual travel expenditures exceeded the yearly budgeted allowance without prior Commission approval. The following table compares the annual travel budget with the actual travel expenditures incurred. Variance Fiscal Year Bud~et Actual (over)under 1983-84 $10,000 23,664 (13,664) 1984-85 13,500 21,877 ( 8,377) 1985-86 13,000 16,922 ( 3,922) 1986-87 15,000 18,831 ( 3,831) 1987-88 17,000 14,924 2,076 ==== Travel Expense Vouchers Numerous deficiencies were noted on travel expense vouchers and are summarized as follows: All of the Executive Director's expense vouchers were not approved by an independent party. There were 27 instances in which the maximum daily allowable meal reimbursement appeared to exceed the prescribed amount of $20 per Resolution No. 3983, adopted September 17, 1979, and $35 per Resolution No. 4644, adopted July 9, 1984. Further, business lunches/dinners were not documented in accordance with IRS requirements therby making it difficult to determine if the meal was subject to the maximum daily allowable meal allowance. As suggested, this is a violation of the Internal Revenue Code Section 274 (d), which requires an employee to detail the business purpose and business relationship of a business meal. Of the total instances noted, 23 concerned the Executive Director's expense vouchers, and the remaining 4 concerned staff members. Expenses for lodging and meals were not routinely itemized in detail; therefore, it was difficult to determine the reasonableness of the meals and other expenses that were charged through hotel bills. For example, during the fiscal years ended June 30, 1984 and 1985 we noted four instances where documentation appeared to be inadequate. Each instance pertained to the Executive Director's expense vouchers. __ Peat Marwick Community Development Commission of the City of San Bernardino Page 8 · We noted four instances in the fiscal year ended June 30, 1987 in which the travel expense vouchers were not used. The travel expense summary and the request for reimbursement were instead submitted in an interoffice memorandum. Three occurrences involved an elected official and the Executive Director; the other instance involved the Agency's legal counsel. In addition, there was one instance noted in which a travel expense voucher was submitted for two travelers instead of separate expense vouchers for each. This occurrence involved the Executive Director traveling with an elected official during the fiscal year ended June 30, 1985. · We also noted questionable expense items such as pet lcennel costs, laundry and movies that were reported on the expense vouchers. Pet kennel costs were reported four times during the fiscal year ended June 30, 1985 and charges for movies were reported three times during the period from July I, 1986 through June 30, 1988. In addition, expenses such as tips, taxi fare and parking were not supported by receipts/documentation. These occurrences were noted primarily on the Executive Director's expense vouchers. · The support for seminars/conferences was often inadequate, thereby making it difficult to verify the propriety and the duration of the travel period. This was a common problem at both the management and staff levels. · On numerous instances, the mileage to seminars was not reported but the total dollar amount was reported instead. On other situations, employees traveling to the same destination would report different mileage or claim different amounts. This deficiency occurred primarily at the staff level. · Five occurrences were noted in the expense vouchers submitted by staff employees in the fiscal year ended June 30, 1984, wherein the vouchers were authorized by supervisors instead of the Executive Director as stipulated by Resolution No.4357, adopted August 16, 1982. · Resolution No. 4644 requires that the travel expense voucher be submitted no later than fifteen working days following return from authorized travel. However, we noted that the date of request for reimbursement and approval were often omitted on expense vouchers making the determination of timely submission difficult. This situation occurred commonly at both the management and staff levels. Among the complete travel expense vouchers examined, there were four instances in which the vouchers' were submitted later than the prescribed period. One instance concerned the Executive Director and the remaining three concern~d staff members. · Presently the division managers do not review the staffs' expense vouchers to ascertain propriety, timeliness, consistency, and correctness of the information prior to submitting it to the Executive Director for approval. '-Peat Marwick Community Development Commission of the City of San Bernardino Page 9 Aiency Credit cards American Express, the American National Bank and the Bank of America Visa cards, are frequently used during business travels. However, purchases not relating to travel were also charged to the same credit cards thereby making it difficult to determine which expense accounts should be charged. Employees are also required to report all of their travel expenses on the travel expense vouchers. Travel expenses incurred on charge cards were sometimes omitted from the traveler's expense voucher and were charged directly to a related expense account when the charge card statements were received. Travelers who omit the additional expenses are not required to submit a revised expense voucher report. This situation makes it difficult to determine the overall reasonableness and the propriety of the travel expenditures. Both of the above situations primarily related to the Executive Director. RECOMMENDA TlONS The findings noted above were primarily due to inadequacies of the eXlstmg Agency's travel policies and a lack of a proper system to ensure compliance with the policy. We propose the following recommendations to alleviate the weaknesses noted: Travel Expenses Exceedini Budiet/Trips costini over $1.000 To avoid travel expenses from exceeding budgeted amounts without proper approval, the Accounting Department should submit a monthly report to the Executive Director showing the remaining travel budget. If the actual travel expenses are close to exceeding the budget, the Executive Director should obtain permission from the Commission to increase the overall budget prior to approving any travel. Authorization of travel expenses by resolution for any travel costing in excess of $1,000, as required by Resolution No.4644, may be cumbersome and impractical. The Commission should consider changing the resolution policy by increasing the $1000 limitation and exempting all travel approved in the annual budget of the Agency. Travel Expense Voucher Expense Voucher Review Process - All staff members' expense vouchers should be reviewed for completeness and correctness by the division managers prior to submitting for the Executive Director's approval. On __ Peat Marwick Community Development Commission of the City of San Bernardino Page 10 completion of each review, the reviewer should initial the expense vouchers. Each Deputy Director and division managers' expense voucher should in turn be reviewed and approved by the Executive Director. The Executive Director's expense vouchers should be reviewed and approved by the Chairman of the Commission. Meal Allowance/Business Meal - The traveler should be reimbursed on a per diem basis which would include incidental expenses instead of the existing $35 per day meal reimbursement. Further, all business meals should be documented by the original receipts, time and place of the meal, business purpose, and business relationship (in compliance with the Internal Revenue Code Section 274). Expense Voucher - All expense vouchers should be completed in a consistent and complete manner, and be submitted on a timely basis. All requests for reimbursement should be completed on a travel expense voucher and each traveler should submit his/her own expense voucher. Legitimate Travel Expenses - The Policy should specify what constitutes a valid travel expense. Items such as pet kennel costs and movies for personal entertainment should be disallowed. There should also be a policy regarding laundry and personal telephone expenses. Guidelines for the magnitude of tips should also be addressed in the policy. · Receipts and Supporting Documents - All expenditures should be identified in detail on the expense vouchers. Individual expenditures of $25 or more should be supported by documentary evidence as required by the Treasury Regulation Section I 274-5T(c). The Agency should require original receipts as a form of documentary evidence. There should also be explanations for non-receipted expenditures. Documentation regarding the seminar and conference should include a copy of the brochure to verify the date and propriety of attendance. Mileage Allowance - The mileage allowance should be based on the number of miles from the office to the destination and not from the home to the destination. A standardized list showing the number of miles from the office to common destinations should be devised. Thus, a consistent number can be used when calculating the mileage allowance. A~ency Credit Cards One Agency credit card account with multiple cards should be considered adequate for travel purposes. 'If a traveler has not included all the charge card expenses on the original travel expense voucher, he/she should file a revised travel expense voucher to __ Peat Marwick Community Development Commission of the City of San Bernardino Page 11 include any additional expenses not reported on the original voucher and submit it along with a copy of the voucher originally submitted. This will help determine the reasonableness and the propriety of the expenses, and improve overall control on travel expenses. Other Comments In consideration of the above recommendations, it would appear that the present travel expense voucher is inadequate and in need of revision. We would suggest that the new voucher should incorporate the following additional information to be effective: Reviewer's signature · Mileage Explanation of non-receipted items Explanation of business meals (Date, place, business relationship and business purpose) ***** Because the above agreed-upon procedures do not constitute an examination made in accordance with generally. accepted auditing standards, we do not express an opinion on any of the indi vidual accounts and records referred to above. Had we performed additional procedures or had we made an examination of the financial statements in accordance with generally accepted auditing standards, matters might have come to our attention that would have been reported to you. This report relates only to the accounts and items specified above and does not extend to any financial statements of the Redevelopment Agency of the City of San Bernardino, California taken as a whole. ~-UZtfl1~m~~~. September 9, 1988 REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: SEIP - CHUCK KING AND ASSOCIATES DATE: NOVEMBER 14, 1988 Synopsis of Previous Commission/Council/Committee Action: 6/29/78 Resolution No. 3674 adopted to condemn property. 5/7/79 Motion to negotiate a direct sale between San Bernardino Industrial Park, Inc., and Chuck King & Associates, and to dismiss a previously filed condemnation action. 8/18/80 Resolution NO. 4097 authorized an amendment to the Disposition & Joint Development Agreement between the Agency and King Industrial Park. 7/16/86 Motion to authorize City Attorney to take legal steps to enforce provisions of the Disposition and Joint Development Agreement referred back to Committee. (COMMUNITY DEVELOPMENT COMMISSION) Recommended Motion: Move that Commission authorize City Attorney to proceed with lawsuit against Chuck King and Associates. h?~A~~- Contact Person: James E. Robbins Phone: 384-5081 Supporting data attached: Yes Ward: 1st FUNDING REQUIREMENTS: N/A Project: SEIP Date: 11/21/88 Council Notes: 46l4G:ND:sm Agenda Item No. ~ Synopsis of Previous Commission action: (Continued) 7/5/88 Motion to authorize City Attorney to send a demand letter to Chuck King and Associates per the provisions of the Disposition and Joint Development Agreement dated September 11, 1979. JER:ND:sm:4614G 2 S T A F F R E P 0 R T In 1979, the Agency entered 1nto an agreement w1th K1ng Industr1al Park for the development of approximately 9 acres located at the northwest corner of T1ppecanoe and Cooley Avenues (see attached map). The development was for a 145,000 square foot industrial park, to be constructed over four years. By 1985, only one parcel of four had been built out, while the rema1ning three remained undeveloped. Under the agreement with King, the developer agreed to pay the Agency $2,000 per year, per lot, for each lot not improved in accordance with the build-out schedule. By 1985 1n-lieu fees of $26,000 had accrued as a penalty for not develop1ng the rema1ning three parcels. The agreement further provided that the Agency would consider suspending or waiving this penalty in the event of poor economic conditions which might prevent development. Such suspension or waiver was not sought at the t1me. In 1985, King did seek Agency approval for the release of property from his agreement, and he offered a settlement of accrued 1n-lieu fees of $4,000. In July of 1985, the Redevelopment Committee considered the matter and recommended pursuit of the full $26,000. Staff wrote a letter to Mr. King requesting payment, and in March of 1986 rece1ved a reply from Mr. Hagen (Mr. King's attorney). In part, the reply said: "Further, it is the position of my clients and my legal opinion that the proposed build-out provisions, if originally enforceable at all, became impossible to fulfill because of the intervening economic conditions during the period 1n question in the City of San Bernardino including this particular property. Interest rates were such that even if the property was owned free and clear (which was the case with my clients), one could not bU1ld a structure on the premises and lease the premises for the then existing rental rates and cover the debt overhead on the building. This fact was well known to the Redevelopment Agency and so far as can be determined, the Agency did not attempt to enforce any of the build-out provisions. To do so may have been an impermissible taking without appropriate compensation." Mr. Hagen increased the settlement offer slightly by proposing an amount of between $4,000 to $5,000. On June 5, 1986, the Redevelopment Committee reviewed Mr. Hagen's offer, and based on the advice of Agency Counsel, recommended that the Commission authorize collect1on of the $26,000 owed to the Agency. The Comm1ssion tabled the item, and it has remained tabled to date. JER:ND:sm:4614G 3 The in-lieu fees have accrued as follows: No. of Lots Amount Due Cumulative Year to be Developed For Year Tota 1 1981 1982 1 $2,000 $2,000 1983 2 4,000 6,000 1984 3 6,000 12,000 1985 4 8,000 20,000 1986* 3 6,000 26,000 1987 3 6,000 32,000 1988 3 6,000 38,000 1989** 3 6,000 44,000 *In March, 1985, one lot was issued a Certificate of Occupancy. ** Effective January 1, 1989, in-lieu fees for 1989 will be assessed. In a conference with Agency Counsel, it was suggested that Agency Counsel prepare a demand letter for payment in full of the $38,000 owed to the Agency. The Committee took this information into consideration, and in closed session on June 23, 1988, recommended that the Commission approve sending a demand letter. Commission approved the item on July 5, 1988, and two letters have been subsequently sent, with no reply to either letter. The agreement and subsequent activities have been reviewed by both Mr.. Charles Green of Sabo & Deitsch and by Agency Counsel. It is their opinion that while it is not known how Mr. King will respond to a summons, the following are scenarios which could happen: 1) a lawsuit is brought against Mr. King; he makes no appearance and defaults; or 2) Mr. King answers the summons, offers a moderate defense which results in a settlement; or 3) Mr. King answers the summons, offers a moderate to strong defense which results in a trial. Mr. Green estimated the cost of litigation to be between $3,500 (for no defense from Mr. King) to $20,000 (for heavy defense from Mr. King). Probable cost of an average defense as described in the second scenario would be approximately $12,000. These cost estimates assumed Sabo and Deitsch representing the Agency, but since the City Attorney's office will handle the matter, the cost should be considerably lower. It is felt that #2 is the most likely outcome; that Mr. King will offer a light defense with the hope of reaching a compromise. In that light, both attorneys agree that it is in the best interest of the Agency to institute proceedings against Mr. King in an effort to recover the outstanding in-lieu fees due the Agency. On November 10, 1988, Committee recommended this item be forwarded to Commission. JER:ND:sm:46l4G 4 I ( -, l Ii . If I'~ . ~, . ~ '!i ;' ~~ . ....., c._ , "'0 . '" ~ I 2.; I' ~ J J ~, ~ e'. .. :,: . .' . j ~ . .. .. . '4'. . '~ - .....72..... ~ ..1' (, ,.., '''.'.? ~~I .'..ar.lrS..'ac, , , ,. '.~I 1...lr. I I I f'Cl~ " : '" fiIC ~ l ..J tni; ., . e~. " -!; ~:~ ~~; ..~ ;I'l f\) ., ~ ..." , '''AC. ... M T.~OU "'~ f'(>1I .... 00. .. ,10' ,.... 110" T..~.=8---=S. ~. . .._ a'!lu"o 0.. ,...., OJ .._ ..._a....__._~..,,_ -:. ----r ;1l.- "", le' ?t.,OJ ae 1 @) 'O'.tC 11'1 ~-,-_. ..~ '31 . .~ .p- i'", ." ,.c.'e/) ,. -- 1 , ..r1 . t " "~~"." :. ~~j~~ · · r. t. .s ::0 @)~ ::r- ~o Q)(I) '0 ~~ t\>Q) G "'" ~ o "'" a. : ! .VlCT:-" : i A C I I ''1' .....Qi g..g ...... :lD CD Ciett .....:1 .-.,j J> ~ B~i ~ E @B · I ~ . , . .--.. "0'. 4 .. . -0 Ae. ....". . t ~, AVCNt:fC-j---f .It I .. :: I I I 1- .1." @ ".r , , D'IC ... r ~+ .~ G"_ t~ "oP ."1Ie 11'1 ..." ... . "0'. '--1f.- , ,'\o,...!". , '. . , . l ..;SAN ~ .ARC:rJO Ao/E ~. . .. , '. ~ ::0. I,. ,i. .~ .; ..",.. . ,. :.";: ,', .. ! I ., ) ~ ~r ~ rl . .. ( ( . .' MEMORANDUM TO: TIMOTHY J. SABO FROM: CHARLES R. GREEN DATE: JULY 8, 1987 RE: CHUCK KING & ASSOCIATES The Redevelopment Agency of the City of San Bernardino (the "Agency") has requested our review and analysis of the Agency's rights under a Disposition and Joint Development Agreement (the "Agreement"), as amended, by and between the Agency and King Industrial Park, a California Limited Partnership ("King"). FACTS: \. On September 11, 1979, the. Agency entered into a three party agreement with King and San Bernardino Industrial Park, the owner of the subject property. Under the terms of the Agreement, the property was sold by the owner under threat of condemnation to King. King agreed to d.evelop the property by constructing certain specified minimum square footage of new industrial and commercial buildings each year for four years. In Exhibit "C" to the Agreement, which sets forth King's Obligations, King agrees to pay the Agency $2,000.00 per lot annually for each complete lot that is not improved with buildings in accordance with the build-out schedule contained in the Agreement. Exhibit "C" also provides suspending or waiving that payment disruption." that the Agency will in the event of "severe consider economic The Agreement further provides, in Paragraph 12 at page 18, that certain delays in performance by either party may be deemed to be excusable, if the delay in performance is due to causes beyond the control of the party and without any fault or negligence by the party. r \. , ( ( Page 2 The paragraph provides that any party seeking the benefit of the provisions of this aection ahall notify the other party in writing of the cause of any delay wi thin thirty days after the beginning of such delay and request an extension for the period of the delay. The Agreement does not contain any prohibition against the sale of portions of the property by ~ing. In fact, Paragraph 10 at page 15 specifically recognizes that ~ing intends to both construct buildings on the property and sell parcels of the property to other developers. Said paragraph further provides that the only restrictions upon the developer shall be contained in the CC&R's or in the Deed. The Agreement was subsequently amended by an "Amendment to Disposition and Joint Development Agreement dated October 6, 1980. The Agreement provided that construction was to commence within three months of the date of the Deed and to be completed within thirty-six months of the date of the Deed. The Amendment provides that construction on improvements must begin on or before January 15, 1981. At the time the dispute arose with ~ing in 1985, one parcel of the property had been developed, one had been sold and two remained undeveloped. In 1985, Eing sought to transfer one parcel of the property to P.E. O'Hair Company. The Agency agreed to the transfer, although it appears to have imposed a condition of payment of the $26,000.00. The parcel apparently was transferred to P.E. O'Hair without payment of the demand. In accordance with the "in-lieu" provision, the Agency sought to collect $26,000.00 as a penalty for not deVeloping the property. Since that time, there has been an on-going dispute with ~ing regarding that fee. ~ing has refused to pay the aum demanded, but has offered a total of $4,000.00 as settlement. As of this date, other than some correspondence from the City Attorney, there has been no action taken to collect the money. ANALYSIS The first issue is whether King had the right to transfer title of the one parcel to P.E. O'Hair at all, or to impose any conditions upon that transfer. My review of the Agreement leads me to believe that ~ing's position is correct. There is no prohibition in the Agreement against transfer of title to portions of the property. In fact, King's intention to sell some portion of the property is specifically aCknOWledged. King's attorney, Kenneth Hagen, takes the position that not only did ~ing have the right to transfer the property, but that the Agency had no right to impose any conditions on that transfer. There are no specific provisions in the Agreement authorizing the imposition of any such conditions, nor was any approval by the Agency necessary to transfer the title since no lien was held by the Agency on the property. , . . ( ( Page 3 With respect to the issue concerning payment of the "in-lieu" amounts, Mr. Bagen takes the position that the development of the property did not occur due to economic conditions during the period in question in the City of San Bernardino. Xing's defense to the build-out requirements is one of impossibility. It is beyond the scope of this memorandum to determine whether or not economic conditions in the area prohibit affective construction as improvements on this property, nor is it necessary to reach that issue. It is my belief that the Agreement anticipates the possibility that the developer will face economic difficulties during the period of the build-out. The Agreement contains no severe penalties for failure to complete that build-out as agreed, other than the imposition of the "in-lieu" payment. These payments were clearly intended to shift the economic burden of a failure to complete the build-out from the Agency to the developer. For that reason, I do not find Mr. Bagen' s position that economic conditions prevented construction to be persuasive. In point of fact, those economic conditions are the very fact which would trigger the requirements that Xing make the in-lieu payments. ( The Agreement provides that the Agency may "consider" waiving the fee in appropriate circumstances, but there is no requirement that the fee be waived. Further, the Agreement clearly anticipates discussion and negotiation on this issue. In this factual situation, Xing appears to have unilaterally decided that the fee was not to be paid. The Agency has never agreed to that position and, in fact, has given adequate notice that it took an opposing view. The only other possible provision of the Agreement which would 8upport Xing's view is Paragraph 12, which contains the provisions regarding excusable delays. I do not believe the provisions of this paragraph apply in this situation, due to the fact that Xing has never given the thirty-day notice which is specifically required under Paragraph 12. In addition, this paragraph clearly anticipates a brief extension of the time of performance where delay is due to causes beyond the control of the party seeking the delay. It does not countenance and indefini te extension or outright termination of Xing's obligations to develop the property. CONCLUSION MY review of the Agreement leads to the following conclusions: 1. Xing had the right under the terms of the Agreement to transfer title to P.E. O'Hair of the one parcel without the permission of the Agency. This parcel would continue to be subject to the provisions of the CC&R' s and the Deed. Further, there is no apparent mechanism whereby the Agency could effectively enclose, as a condition of its approval of the transfer, a requirement of payment of the in-lieu sum. However, the mere transfer of this parcel did not relieve Xing of the obligation to pay the in-lieu amount. ~. ( ( Page 4 2. The Agency' a posi tion wi th respect to collection of the full in-lieu amount is clearly defensible under the terms of the Agreement. It is my belief that Mr. Hagen's analysis of the Agreement on behalf of ~ing ignores the specific condition of Paragraph 12, requiring notice to the other party of any excusable delay, and further ignores the provisions of Exhibit "C" regarding waiver of the in-lieu aUlls only at the option of the Agency and only in the event of "severe" economic condition. 3. Given the foregoing conclusions, the remaining issue is the method by which the Agency may collect the SUllS owed. Under the terms of the Agreement, the Agency may withhold the Certificate of Compliance. It may also seek to compel the cure of any default, or claim any damages on account of such default, through appropriate legal action (see, Paragraph 11 at sUbparagraph (b) at Page 18). However, the Agency does not have any lien or title position on the property, and may not pursue its remedies in any form of foreclosure or revesting. Therefore, the Agency should file a suit in the Superior Court of the County of San Bernardino against ~ing for a money Judgment in the amount of all Sulls owed under the "in-lieu" provisions of the Agreement. 11326z { '--' ~Il~ COpy JD a..- , .." BERNARDINO JAMES F. PENMAN CITY ATTORNEY (7141384-63515 June 29, 1988 Chuck King & Associates 2081 Business Center Drive, Ste 120 Irvine, CA 92715 Re: Redevelopment Agency of the City of San Bernardino Gentlemen: On September 11, 1979, you entered into a Disposition and Joint Development Agreement with the Redevelopment Agency to develop certain properties in the Southeast Industrial Project Area. Six years later, in 1985, one lot was finally developed. The remaining lots are still undeveloped. Paragraph (c) of Exhibit C requires that you pay the Agency $2,000 per lot, annually, for each lot that is not improved according to the build-out schedule in the Agreement. I am advised that this amount now totals $38,000. Please pay this amount within thirty (30) days of the date of this letter, or make other mutually acceptable repayment arrangements with the Redevelopment Agency or we will be forced to institute legal actions. If you hav~ any questions on this matter, you may contact either Nancy Davison of the Redevelopment Agency, or myself. Very truly yours, cc: Law Offices of Kenneth E. Hagen Ste 210, 100 West Valencia Mesa Drive Fullerton, CA 92635 PRIDE IN PRo~M~velopment Agency rki2 L, ~Y- to ROUTING '-G.jI .......)~..I,gt JH ME BL LV oGC =t ~ :3 Y ARLOW City Attorney DAB:cm ~ , '~ '--.J' 300 NORTH "0" STREET. SAN BERNARDINO. CALIFORNIA 92418 ..,r" ....--...-_ _ October 21, 1988 . , -AI .... 7- .J -A -" 'I- I ---A S JAMES F. PENMAN CITY ATTORNEY (7141384-6355 CERTIFIED MAIL Chuck King & Associates 2081 Business Center Drive, Suite 120 Irvine, CA 92715 5ftG}/ Re: Redevelopment Agency of the City of San Bernardint~;-~~ ROUTE COpy ':- Gentlemen: On June 29, 1988, this office sent you a letter (copy enclosed) noting your default in the Disposition and Joint Development Agreement entered into with the Redevelopment Agency of the City of San Bernardino on September 11, 1979. To date, we have not received any response to that letter, and will therefore recommend to the Redevelopment Agency that legal actions be instituted. If you wish to delay such actions, or attempt to resolve the matter, please contact Nancy Davidson at the Redevelopment Agency, or myself. . Barlow City Attorney DAB:cez REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: MCC & CCS - HANFORD FOUNDRY DATE: NOVEMBER 15, 1988 Synopsis of Previous Commission/Council/Committee Action: 10/27/88 The Redevelopment Committee recommended in closed session that the Redevelopment Agency purchase the 10.53 Hanford Foundry parcel. (COMMUNITY DEVELOPMENT COMMISSION) Recommended Motion: That the Community Development Commission authorize the Redevelopment Agency to negotiate a final purchase agreement with Mr. Ken Bussey to purchase the 10.53 Hanford Foundry parcel. ;z1~~ ~ Q~~ Si~ ure Contact Person: James E. Robbins Phone: - 384-5081 Supporting data attached: Ward: FUNDING REQUIREMENTS: $2,200,000 Project: MCC & CCS Date: NOVEMBER 21, 1988 Council Notes: JER:GW:sm:4619G Agenda Item No. 5 S T A F F R E P 0 R T In May 1988 Mr. Kenneth Bussey purchased the 10.53 acre Hanford Foundry parcel. Mr. Bussey demolished the structures, leveled the site and is processing Tentative Parcel Map No. 11475 (see attached) which will divide the site into 10 parcels. Mr. Bussey does not plan to improve the parcels and has indicated that he intends to market the vacant parcels individually. Staff met with Mr. Bussey in May 1988 and expressed concern about quality development of this area and urged Mr. Bussey to either master develop the area or find a master developer who would develop the site with a quality, high class development. Mr. Bussey was not interested in doing this and only wanted to sell vacant land. This site is one of the largest vacant, single ownership parcels left in central San Bernardino. It has frontage on three major streets (Arrowhead Avenue, Rialto Avenue and Sierra Way) and when developed will be highly visible. The current land use designation is MU-11 which allows Industrial Light, Commercial General and Commercial Office uses. Staff is concerned that the individual sale and development of these the (10) parcels would result in a "piecemeal" project that would intermix uses and result is an unsightly project. Staff feels that a master planned development of the area would result is a development that will integrate the uses and result is a more attractive and better development. Mr. Bussey has expressed a preliminary interest in selling the land to the Redevelopment Agency on favorable terms and conditions. Staff had obtained an appraisal from C.M. Benefiel which indicated the value to be $2,043,000 or $4.46 per square foot on September 22, 1988 the Committee authorized staff to enter into friendly negotiations to acquire the parcel. Staff has negotiated with Mr. Bussey who has agreed to sell the parcel on the following terms and conditions. Purchase Price: Down Payment: Financing: $2,200,000 $ 300,000 Balance of purchase price to be secured by a Deed of Trust amortized at 7 percent interest per annum over 7 years (monthly payments of $28,676.09). Redevelopment Agency has the right to substitute other security, e.g., certificate of deposit, letter of credit, etc. for the Deed of Trust. Other Terms: The 7 percent interest rated is subject to Mr. Bussey obtaining tax advice. The sales price represents the appraised fair market value ($2,043,000) plus the approximate cost of demolition ($160,00). Staff is concerned that Mr. Bussey's proposed marketing of individual parcels would result in a project that while conforming to existing ordinances would not be in the best interest of long-term development of the downtown area. Staff and the Redevelopment Committee recommend to the Community Development Commission that a purchase agreement be entered into with Mr. Bussey. ~ . . ~ ...........-. -- - - - - . .. I \ '. r'!" t18 ? / 1 _____~:'::'~-.J "-.1:1 L ..--,.' -=~ ~mM: ~ (, " ' ....- - . II!il iluff imll iil!I.' ""r' -. =;~::: IJ~: 1,,11, ~:'I~' ,:.,' , J' I \ " <-r- I:, : I II I i~"ci i I . , -:;:"- : ,- : I II, I,! tl:/ t!::i! 5 J-.:'.' i LL"~., V · J i 'II!I 1.1 IC!-, IUII'\' ::t " ., i,' : /, . ',.J ~l \..: Ql -- II.':' ), III if---=- ~ il i~ ' ill I i ~ili . J ~! }f' I = 0- l,j!P,i 1~, '~4 ! i fli\j i, ,N' I.. I , "I~ .": , ./; I.I~ i~~ I:",,:! · i Iii 4. . : . ii ij" rJ~ . II ;. .Ii, 'j ill: --l\.v ~ '_ I . Ii II I rll'1 : t .." "\ .... '! :! lit I I-i f J & 'I! .. I ;:1, I ! · l. I ': . 1 II/'v! ,J .rt--,. r rJ'f\ i "pl, /"IV \. \1 111' :.t:I " / i. .. ... i'll' \ j Qlal L!/ /:;. f1 iJ\ ~ III ~ I ~~ /#711 r f l't ./1-/ 1\ If' \ ~- IIrff./ I v '\ {'II :, / I'll....... '/I ,-.,,' /; 1'~1. ...,/O:/.~/~~ ,// j ,\ '\, . I rl~IL 1/ ilJ/ te \' . ,11' . 1/,1 fit -._ :it>> ' ,- ~-J.l ,!\\ (,y/I/'I~ . "'~ '\: :1'1' I IJ! ;-/fIt'J'A \ ' ~ N'" ~ I . I : I I I ,/ -if')'/, / -~" -:~; ~~ l~ If' 1 ../ ,~/. h r ffi.l i · ..tIn , I \ ,. v/' /, to/" . III _ : Si 13 I . "V ~: h '.f( r--.. 8& _ · 4 ..r.. ~~', ,. t ~~ /. ........., --...... ~~ . , ~ Hi I <F' L ,./. " e ~ "\..'1 r I~' , " Co..... ",.' . ...... . t.' ..::>~ :'- =->=-""-"'Mi~ l?'-=--~ .. 7 , ._._~~..-- . '__ , '.' ''-' ~'.: . " ' ... ~ i ...' '--T---::r:-- -==T-- '\1 :;~~. >t"",..... - /I I' .' , .. In; i :10111 ,ePE ElSie,::: . r . 'II~I - I,;. :h ~.il-" ""i _ Iii I, il"'l _ 'I~ ". ! I 'I - 2_ iP,; ." Ihl-' - ,7 II ~ "I '.. Iii ! = .. ~ II I r I ,1.& 'r.t: :. i J II .f I Jal'i'; : e U .;' I '" ;- r Idii . , ,I _ . '_. li'il:iH I'i ri~il -I- mH, .1 pCO, . I'p iCr' .h hi, ...... J i I . , } I I I , . ( 3 co -J .... ... :t co .... "- ~ - -J fTI Z -J )> -J t--t < fTI LJ )> ;0 o fTI r 3 )> LJ .2 o . -- -- ~ 'J '01 .au .1'. - - . . n, '. ft. . . . . ~ .i ;I~ REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: TIA ULTRACOM 1236 TELEPHONE SYSTEM DATE: NOVEMBER 14, 1988 Synopsis of Previous Commission/Council/Committee Action: 11-10-88 Redevelopment Committee reviewed the matter and recommended the sale. (Community Development Commission) Recommended Motion: Motion to declare the TIA ULTRACOM 1236 telephone system listed on Exhibit "A" as surplus and to approve the sale of the system to the City of San Bernardino for the sum of $528.22. t~J~ ~ Contact Person: James E. Robbins Phone: 384-5081 Supporting data attached: YES FUNDING REQUIREMENTS: Amount: $528.22 Ward: None Project: None No adverse impact on City: Date: NOVEMBER 21, 1988 Council Notes: Agenda Item No. 1573R/JLV/mv 11-21-1988 l, S T A F F R E P 0 R T A request has been received from the Fire Department to purchase the Agency's old telephone system. Some background information on the system is as follows: The system was purchased in 1982 for $30,628.20 and consists of: ULTRACOM 1236 Electronic Key Telephone System 10-Centra1 Office Lines 24-Stations 1-W1236 Console 24-W1236 Electronic Key Telephones, Pushbutton 5-11236 Electronic Key Telephones, Pushbutton 1-Direct Station selection/busy lamp field console 3-Speaker Phones 1-Music on hold interface All have memory dialing (16 programmable numbers per station) All units are in good working condition and were purchased February 5, 1982 (except 5 each 11236 telephones, which were purchased in May 1984). It was staff's intent to put the system up for sale on a consignment basis until we were approached by the Fire Department. This system is compatible to the system installed in the Fire Department and in conversation with Chief Moon have been informed that they have a desperate need to expand. We received a verbal estimate from Fossum Communication Company, 1808 Commercenter West, San Bernardino, that a system the size of ours could be sold as a used system for $5,000.00 to $6,000.00 if the system were refirbushed and carried a used equipment warranty. The refirbushment could take 20 to 40 hours labor at a #35.00 per hour cost. There was a cost of $228.22 paid to have the system disconnected and packed. We felt that is we should recoup that packing cost plus 1 % of the original purchase price. Recap: $30,000.20 = 1% = $300.00 Packing Cost $228.22 $528.22 Staff recommends approval of the sale as proposed. 1573R/JLV/mv 11-21-1988 - - - - -- -- ULTRACOM 1236 Electronic Key Telephone System 10-Centra1 Office Lines 24-Stations 1-W1236 Console 24-W1236 Electronic Key Telephones, Pushbutton 5-11236 Electronic Key Telephones, Pushbutton 1-Direct Station selection/busy lamp field console 3-Speaker Phones 1-Music on hold interface 6h/bIT Il" 1573R/JLV/mv 11-21-1988 REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robblns, Actlng Executlve Dlrector SUBJECT: ACCOUNTS RECEIVABLE - RICHARD COLE DATE: NOVEMBER 14, 1988 SynopslS of Prevlous Commlsslon/Councl1/Commlttee Actlon: 08-04-88 Redevelopment Committee reviewed the matter. 08-15-88 Communlty Development Commission heard the matter and referred the ltem back to the Committee for thelr September 8, 1988 meeting. 09-08-88 Redevelopment Committee glven updated status. 09-19-88 Commlsslon instructed staff to fl1e with Small Claims Court. 09-22-88 Redevelopment Committee contlnued ltem to the October 6, 1988 meeting. 10-06-88 Redevelopment Committee reviewed memo dated October 6, 1988 regarding proposal to settle. Recommendatlon to instruct staff to write off charge. 10-24-88 Commlsslon reviewed matter and contlnued to November 7, 1988 with instructions for further research and contact with Congressman Brown and EDA Staff. (Communlty Development Commlsslon> Recommended Motlon: Move that the Accounts Recelvab1e matter regarding the Cole expendlture be written off the Accounts Receivable Ledger as uncollectible. ~~~ 6?~ ~ gnature Contact Person: JAMES E. ROBBINS Phone: 384-5081 - Supporting data attached: YES Ward: NI FUNDING REQUIREMENTS: Amount: $963.00 Project: N/A No adverse lmpact on Clty: Date: NOVEMBER 21, 1988 Councl1 Notes: Agenda I tem No. 7 1575R/JLV/mv 11-21-1988 S T A F F R E P 0 R 1 Pursuant to Commission action taken on August 15, 1988 a certified letter was prepared for the Chairman's signature dated August 17, 1988 to Mr. Richard Cole relative to some travel expenses which had been paid on his behalf. You will recall that this matter has been before you on several occasions with the most recent Agenda being on October 24, 1988. At the October 24, 1988 Commission Meeting staff was instructed to make contact with Congressman George Brown's Office and EDA Staff. Attached please find staff memo relative to those contacts. Attached and marked Exhibit "A" is memo dated October 27, 1988 outlining conversation held with George Brown's Senior Administrator Aide Pete Didisheim. Attached and marked Exhibit "B" is memo dated November 1, 1988 outlining conversation held with Steve Woelfe in Brown's D.C. office. Additionally, contact was made with Marilyn Williams with EDA in Los Angeles as was suggested by Commissioner Pope-Ludlam. Contact made with Ms. Williams is reflected in staff memo dated November 14, 1988 and marked Exhibit "C". 1575R/JLV/mv 11-21-1988 h,~~ ~ ~. - \t1l::.v10RANDUM No. 118 Jan. 1984 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA lATE October 27. 1988 ro James E. Robbins. Acting Executive Director =ROM J. Lorraine Velarde. Administrative Services Manager )UBJECT ACCOUNTS RECEIVABLE - RICHARD COLE . tl I As instructed by the Commission at the October 24. 1988 meeting I contacted Congressman's Brown Office in Colton to seek their assistance in making contact with their appropriate Washington D.C. Staff. I spoke to Pete Didisheim. the Senior Administrative Aide for George Brown. He told me that he had talked to Steve Wolfe in Washington about this matter and Mr. Wolfe advised Pete that he recalls being present at a meeting with EDA that Brown's Office had arranged for us. However. Mr. Wolfe does not remember specifically who requested that the meeting be set. He could not. of his own recollection name the people present nor does he recal the subject matter. Mr. Didisheim advised me that the D.C. Staff hav n average 3 to 6 meetings of this nature a day for constituen of Brown's District and their staff does not question the interes r entities being represented. Their staff's role in these matt s is that of a facilitator and host for any contacts needed with ~ feral office or agencies. 6J;f "-I' , ''/--- /[A-.--'L L.-<-- ~ J. Lorraine Velarde Administrative Services Manager JLV:mv:1557R bi> J-W C~~~ ~ ,dY' I~ dJfNl~ ~( , ~y/'{t/~- 113 II tl~i' L : .' L,4 ~; No. 118 Jan. 1984 'v1EMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA JATE TO =ROM November 1, 1988 James E. Robbins, Acting Executive Director J. Lorraine Velarde, Administrative Services Manager ,UBJECT ACCOUNTS RECEIVABLE - COLE I called Congressman Brown's Washington office and spoke with Mr. Steve Woelfe. He said that Pete's comments were in fact their position and he had nothing else to add. I also asked if his notes or his recollection could provide us with the name of the person at EDA they meet with. He said he did not recall any other information than what had already been given. I asked if I could read him my synopsis of the conversation with Mr. Pete Didisheim. I did so and the only addition to it was that the general topic was the Advance Training Institute and he could not recall any more detail. In speaking to Dennis Barlow he offered to call Valerie Pope-Ludlam and ask her for the name of the person at EDA. Dennis also agreed with the approach you and I discussed on Monday, October 31, 1988 and will assist me in preparing the staff report. ~. J. Lorraine Velarde Administrative Services Manger JLV:mv:1344B -' FyJ ~ ~ I r II/)// f~~ ~L~_ No. 118 ".n. 1 884 v1EMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA lATE November 14, 1988 ro James E. Robbins, Acting Executive Director ~ROM J. Lorraine Velarde, Administrative Services Manager ;UBJECT ACCOUNTS RECEIVABLE - RICHARD COLE Per Commission direction, telephone contact was made with Ms. Marilyn Williams, Economic Development Administration, Los Angeles Office. I inquired of her if their Washington, D.C. office had a staff member by the name of "Witchie", I also inquired if she had any information regarding the meeting 1n Washington which took place in September 1987. She indicated that their was a staff person in their Washington Office by the name of Dave Witchie and that she would call him and ask him to share his recollection of the meeting and participant with us. She spoke to him and he informed her that he vaguely recalled the meeting. He recalled Commissioner Pope-Ludlam being present but could not remember the names of the other people present. He did not take notes and remembered the general topic to be the status of Operation Second Chance. ~~~ J. Lorraine Velarde Administrative Services Manager JLV:mv: 1576R /I &A I!JI f- (i II REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins. Acting Executive Director SUBJECT: ACCOUNTS RECEIVABLE - VALERIE POPE-LUDLAM DATE: NOVEMBER 14. 1988 Synopsis of Previous Commission/Council/Committee Action: 8-08-04 Redevelopment Committee reviewed and referred matter to Commission. 88-08-15 Community Development Commission heard matter and directed staff to prepare a letter for signature by Commission Chairman or Acting Executive Director to reimbursement of the duplicate payment she received for the September 1987 trip to Washington. D.C. 88-09-88 Matter on Redevelopment Committee Agenda and continued to next meeting. 88-10-04 Matter reviewed by Redevelopment Committee. 88-10-24 Community Development Commission reviewed the matter and directed further work-up be done. (Community Development Commission) Recommended Motion: A) Motion to accept Commissioner Pope-Lud1am's offer to pay $611.27 per memo dated October 6. 1988 and that staff be instructed to reflect the amount of $351.73 as costs reimbursed to Commission Member Pope-Ludlam for trip expenses. *OR* B) That staff be instructed to initiate litigation for collection. t~~ ~ 62/)jJ-0: S ature Contact Person: JAMES E. ROBBINS Phone: 384-5081 Supporting data attached: YES Ward: All FUNDING REQUIREMENTS: Amount: $963.00 Project: N/a No adverse impact on City: Date: NOVEMBER 21. 1988 Council Notes: Agenda Item No. ~ 1577R/JLV/mv 11-21- 1 988 S T A F F R E P 0 R T Invoices have been mailed to Mrs. Ludlam since March 31. 1988 requesting reimbursement for duplicate payment made to her on October 16. 1987 for air fare in the amount of $963.00. Prior to the March 31. 1988 date there were verbal discussions and memos forwarded to her attention on the duplicate payment. Pursuant to the Commission instruction. a letter was forwarded to Commission Member Pope-Ludlam on August 17. 1988 requesting that she reimburse. within 30 days. the Agency on the over payment made to her for air fare. On October 6. 1988 the Redevelopment Committee received a proposal to compromise in the form of a memo dated October 6. 1988 from Mr. Arvizo. Executive Assistant to the Council. Mr. Arvizo was relaying. in writing. the conversation held with Mrs. Pope-Ludlam relative to this matter. A copy of said memo is attached and marked Exhibit "0". The Redevelopment Committee recommended to the Commission that her proposal be given consideration and requested that the matter be forwarded to the Commission. On October 24. 1988 the Commission instructed staff to contact Congressman George Brown's staff and EDA staff in attendance at the September 1987 meeting. Those contacts were made and the information received is outlined in Exhibits "A". "B" and "C" which are attached hereto for your review and consideration. The motion that is recommended gives Commissioner Pope-Ludlam credit for $351.73 for trip related expenses incurred by Richard Cole which she paid for and has provided personal credit card receipts. This sum would have been reimbursed to her in September 1987 had Mr. Cole's participation in the Washington. D.C. trip not been in dispute. 1577R/ JLV /mv 11-21-1988 ~i No. 118 Jan. 1984 - MEMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA DATE October 27, 1988 TO James E. Robbins, Acting Executive Director FROM J. Lorraine Velarde, Administrative Services Manager SUBJECT ACCOUNTS RECEIVABLE - RICHARD COLE {~~ I\J ~ v I As instructed by the Commission at the October 24, 1988 meeting I contacted Congressman's Brown Office in Colton to seek their assistance in making contact with their appropriate Washington D.C. Staff. I spoke to Pete Didisheim, the Senior Administrative Aide for George Brown. He told me that he had talked to Steve Wolfe in Washington about this matter and Mr. Wolfe advised Pete that he recalls being present at a meeting with EDA that Brown's Office had arranged for us. However, Mr. Wolfe does not remember specifically who requested that the meeting be set. He could not, of his own recollection name the people present nor does he recall the subject matter. Mr. Didisheim advised me that the D.C. Staff hav n average 3 to 6 meetings of this nature a day for constituen of Brown's District and their staff does not question the interes r entities being represented. Their staff's role in these matt s is that of a facilitator and host for any contacts needed with feral office or agencies. y~~~~ J. Lorraine Velarde Administrative Services Manager J LV: mv : 1 557 R bC> }W c~~~ ~ ;Jy-lvor tJ;;[Nl.tP ~I ~ [;Yh, h I~- 1/ 1/ 13 ~~. ~...~/.~ ~.... 'l . \ ~~" ' No. 118 Jan. 1984 MEMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA DATE TO FROM November 1, 1988 James E. Robbins, Acting Executive Director J. Lorraine Velarde, Administrative Services Manager SUBJECT ACCOUNTS RECEIVABLE - COLE I called Congressman Brown's Washington office and spoke with Mr. Steve Woelfe. He said that Pete's comments were in fact their position and he had nothing else to add. I also asked if his notes or his recollection could provide us with the name of the person at EDA they meet with. He said he did not recall any other information than what had already been given. I asked if I could read him my synopsis of the conversation with Mr. Pete Didisheim. I did so and the only addition to it was that the general topic was the Advance Training Institute and he could not recall any more detail. In speaking to Dennis Barlow he offered to call Valerie Pope-Ludlam and ask her for the name of the person at EDA. Dennis also agreed with the approach you and I discussed on Monday, October 31, 1988 and will assist me in preparing the staff report. ~ J. Lorraine Velarde Administrative Services Manger JLV:mv:1344B J ~yL{bll- I; /) 1/ CJ \-. ~J ~-t~ No. 118 Jan. 1984 -.. MEMORANDUM REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA DATE November 14, 1988 TO James E. Robbins, Acting Executive Director FROM J. Lorraine Velarde, Administrative Services Manager SUBJECT ACCOUNTS RECEIVABLE - RICHARD COLE Per Commission direction, telephone contact was made with Ms. Marilyn Williams, Economic Development Administration, Los Angeles Office. I inquired of her if their Washington, D.C. office had a staff member by the name of "Witchie", I also inquired if she had any information regarding the meeting in Washington which took place in September 1987. She indicated that their was a staff person in their Washington Office by the name of Dave Witchie and that she would call him and ask him to share his recollection of the meeting and participant with us. She spoke to him and he informed her that he vaguely recalled the meeting. He recalled Commissioner Pope-Ludlam being present but could not remember the names of the other people present. He did not take notes and remembered the general topic to be the status of Operation Second Chance. Y1-'k~ J. Lorraine Velarde Administrative Services Manager JLV:mv: 1576R SA /L, f 1/1 II I '- C I T Y 0 F SAN B ERN A R DIN 0 INTEROFFICE MEMORANDUM 8810-203 FROM: Redevelopment Committee Council Office TO: SUBJECT: Councilwoman pope-Ludlam's Travel to Washington, D.C. - September 23-24, 1987 DATE: October 6, 1988 COPIES: ------------------------------------------------------------- I spoke with Councilwoman pope-Ludlam regarding dupli- cate payment of air fare. She will reimburse the Agency but, since she was not reimbursed for Richard Cole's meals ($70) and hotel ($214.73, she wants that deducted. Additionally, she paid $67 for First Class seats and should be reimbursed that amount. I explained that paying for Mr. Cole's meals and hotel would be an admission by the RDA that he was authorized to travel to Washington and I didn't believe the Committee would be receptive. She says she will go to Court with Mr. Cole. She refuses to pay that amount. It breaks out as follows: $963.00 - 214.73 70.00 $678.27 67.00 overpaid air fare Mr. Cole's Hotel Mr. Cole's Meals - Amount she will refund - Amount paid for additional First Class charge, $611. 27 . I told her I would take this to the RDA Committee. 5d. PHILIP A. ARVIZO Executive Assistant to the Council PAA: jv v/A/l,/ }J /, REDEVELOPMENT AGE~~( - REQUEST FOR CllI',~ISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: YWCA DATE: NOVEMBER 15, 1 988 Synopsis of Previous Commission/Council/Committee Action: 07/10/75 Adopted Resolution #3070 authorizing execution of all documents regarding relocation of 1) County Facilities, 2) YWCA Facilities and 3) SAFECO Title Insurance. 10/23/75 Adopted Resolution #3123 authorizing expenditure of funds for the rehab of County Agriculture Bldg. for temporary occupancy of YWCA. 09/19/83 Adopted Resolution #4512 to install new roofing 02/06/84 Adopted Resolution #4576 to sell building to YWCA 04/09/84 Adopted Resolution #4593 to convey adjacent land to State of California. (continued on page 3) (MAYOR AND COMMON COUNCIL) Recommended Motion: A) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE SALE OF THAT CERTAIN PROPERTY IDENTIFIED AS APN 135-061-10, LOCATED AT 566 NORTH LUGO AVENUE WITHIN THE CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA, BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO (HEALTH AND SAFETY CODE SECTION CTION 33433). (continued on page 2) I -:If -1/,~ :: Contact Person: James E. Robbins Phone: 384-5081 - Supporting data attached: Yes Ward: 1st FUNDING REQUIREMENTS: Project: CCE Date: NOVEMBER 21, 1988 Council Note s : JER:SG: sm:4627G Agenda Item No. ~ B) Move to adopt a RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA). (COMMUNITY DEVELOPMENT COMMISSION) C) Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA). or (MAYOR AND COMMON COUNCIL) D) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE WITH THE CITY OF SAN BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO, RELATING TO LEASE OF SPACE. (COMMUNITY DEVELOPMENT COMMISSION) E) Move to adopt a RESOLUTION THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO. JER:SG:sm:4627G 2 Synopsis of Previous Commis, In/Counci1 action (continued from page 1) 05/09/84 Adopted Resolution #84-176 authorizing vacation of Lugo Street adjacent to YHCA Bldg. 03/07/85 Adopted Resolution #4735 to grant easement to Southern California Edison. 09/22/86 Motion to set Public Hearing for October 20, 1986. 10/20/86 Adopted Resolution #86-442 approving sale of property to YHCA. 10/20/86 Adopted Resolution #4942 authorizing and directing execution of DDA. 02/02/87 Commission directed that City consider waiving fees for YWCA rehab -- with YHCA obtaining permit as tenant. Commission further approved reimbursement to YWCA for Workman's Compensation Insurance up to $2500. 02/09/87 Mayor and Common Council authorized (by motion) Agency to obtain building permits as owner/builder for rehab of YWCA Bldg. and waived fees required. 02/16/87 Community Development Commission authorized the Executive Director to sign on behalf of the RDA as owner/builder for the YHCA remodeling with all City fees being waived. 10/08/87 Set Joint Public Hearing of Mayor and Common Council and Community Development Commission for October 19, 1987. 10/19/87 Mayor and Common Council/Community Development Commission continued Public Hearing to November 16, 1987, and referred to Redevelopment Committee for review. 10/19/87 Mayor and Common Council instructed Parks and Recreation Department to contact State of California for preparation of Lease Agreement for use of park land for Teddy Bear Tymes. 11/16/87 Public Hearing continued to 12/21/87. Staff and Counsel directed to research lease. 01/04/88 Community Development Commission directed staff to begin procedures needed to convey property to the City of San Bernardino for $1.00. 02/01/88 Motion to Set Joint Public Hearing for March 10, 1988, at 11:00 a.m., Authorized RDA staff to retain $5,000 deposit by YWCA pending negotiations. 03/07/88 Resolution 88-80 and 5098 authorized Lease between the Redevelopment Agency, City and YHCA. Authorized return of $5,000 deposit. 04/27/88 Redevelopment Committee reviewed letter from YWCA regarding lease terms. Referred to YHCA Ad Hoc Committee. 08/29/88 YWCA Ad Hoc Committee recommended sale and referred to Hays and Means Committee to determine sales price. JER:SG:sm:4627G 3 Synopsis of Previous Commission/Council action: (continued) 09/06/88 09/19/88 09/26/88 10/03/88 10/10/88 10/24/88 Set Joint Public Hearing to consider sale for September 19, 1988. Joint Public Hearing continued to Monday, October 3, 1988. Ways and Means Committee continued to October 10, 1988. Redevelopment Agency and City staff directed to research and to prepare an in-house analysis of 1976-property values to assist in the determination of a sales price. Joint Public Hearing continued to November 21, 1988. Ways & Means Committee recommended lease with YWCA with reduced insurance requirements. Set Joint Public Hearing to consider lease for November 21, 1988. Staff instructed to retain $5,000 until further notice by Community Development Commission. JER:SG:sm:4627G 4 S T A F F R E P 0 R T In early 1975, the Redevelopment Agency purchased the previous YWCA site at 5th and Arrowhead Avenue for $282,000 and relocated the YWCA offices to the then County Agriculture building on Lugo Street. Costs incurred were as follows: Purchase of YWCA Building Relocation of property and equipment Pool Costs Rehabilitation of County Agriculture Bldg. TOTAL $282,000.00 1 , 721 . 50 5,928.42 7,348.24 $296,998.16 From October 1975 to February 1979, the Agency leased the Agricultural Building site from the County in order to sub-lease to the YWCA. The total cost of the lease between the County and Agency was $82,000. Staff estimates the current market value of the land to be $261,000 and the depreciated reproductive cost of RDA's buildings to be $914,500 for a total of $1,175,500. This does not include the swimming pool, storage building, etc., but does include the Teddy Bear Tymes renovations. The Agency entered into a 50 year sub-lease with the YWCA. Under the terms of the sub-lease, the only payment to the Agency from the YWCA was for reimbursement of a proportionate share of the utilities for 566 North Lugo Avenue (i .e. County billed Agency; Agency in turn billed YWCA). In 1976, it was clear the City and Redevelopment Agency intended to execute a 50-year lease with theIYWCA". Extensive research has concluded no lease was ever signed. In May 1979, the balance outstanding of back utility bills was $16,133.01. To avoid any further accumulation of these charges, the YWCA turned the utilities on in their own name. The YWCA then began making monthly payments to the Agency of approximately $500 in order to reduce their debt. In May of 1981, the Redevelopment Agency acquired ownership of said property from the County. In July of 1984, the YWCA stopped making payments to the Agency, leaving an outstanding balance of past utility bills totalling $8,133.01. In the summer of 1983, the YWCA approached the Agency about purchasing the property for $5,000. The YWCA also submitted an application at this time for Community Development Funds to rehabilitate the building. In September of 1983, the YWCA requested assistance with repairing the roof on the YWCA Building. The Community Development Commission approved an action authorizing a new roof totalling $20,610.00. The cost of the roof was to be repaid by proceeds from a CDBG loan; or in the event a CDBG loan was not granted, added to the outstanding utility bill balance of $8,133.01. (Because the CDBG loan was not granted this created a new total of $28,743.01.) JER:SG:sm:4627G 5 In February of 1984. the YWCA requested repair to a boiler including materials. labor. equipment and overhaul. which was paid by the Agency by purchase order. with the understanding that the cost of $460.00 would be added to the existing outstanding balance owed by YWCA of $28.743.01. thus making a total outstanding balance of $29.203.61. On October 20. 1988. the Commission approved the sale of the facility for $5.000 plus reimbursements and repayment of advances made by the Redevelopment Agency to pay for utilities. roof repairs and the boiler ($34.203.00). This transaction was never finalized. Efforts were then directed to explore other alternatives. On March 3. 1988. the Community Development Commission approved a 50-year lease beginning January 1. 1976 and ending December 31.2025 for $1 per year which the YWCA refused to sign because they were unable to accept the insurance provisions. Resolution of the issue to lease or sell was referred to various committees including the YWCA Ad Hoc Committee. the Redevelopment Committee. and the Ways and Means Committee. Sale Option Sell land and building to YWCA for $5.000 plus advances made by the Redevelopment Agency to repair the roof and repayment of boiler. totalling $26.071.00 Land and Building Roofing Boiler Repair $ 5.000 $20.000 461 $26.071 The purchase price arrived at by the Redevelopment Agency in 1986 was $34.204. This price included outstanding utilities ($8.133.00) which have now been paid in full by the YWCA ($34.204-$8.133 = $26.071). The YWCA is obligated to devote the Property to activities conducted by the Young Women's Christian Association. and other uses primarily for the instruction. enjoyment and betterment of youth. exclusively. until December 31.2025. They have already given a $5.000.00 deposit to the Agency and would execute a Note in the amount of $21.071.00 at 7 percent interest with monthly payments amortized over 7 years. Other alternatives for the sales price are: 1. Sell land and building to the YWCA for $1.00. 2. Sell the property at the 1976 Fair Market Value which staff estimates to be $280.000. JER:SG:sm:4627G 6 Based on our concerns as to (he use of the bui luing, an option to purchase has been incorporated into the agreement. This gives the Redevelopment Agency an option to buy the property back if the YWCA sells or attempts to sell to anyone other than a non-profit charitable organization. Staff recommends that the buyback price be the Fair Market Value at the time of the buyback of any improvements by the YWCA -less- any outstanding Community Development Block Grant funds. Other alternatives, of course, could be: 1. Buy back at $1.00. 2. $280,500, which is the 1976 Fair Market Value -less- any outstanding Community Development Grant funds. 3. The then current Fair Market Value. To protect the CDBG monies funded to the YWCA, any transfer of the property should be restricted to entities which meet National Community Development objectives. This should be incorporated into the agreement by interdelineation. Lease Option . Term - 50 years Beginning January 1, 1976 to December 31, 2025 . Amount - $1.00 per year (To be paid annually, in advance) . Any plans for improvements to property shall be prepared at YWCA's expense, subject to appropriate Departmental approvals. . YWCA responsible for landscaping and maintaining entire available area of leased premises. . YWCA responsible for payment of all utility bills, and real and personal property taxes assessed during term of lease. Pay for management, maintenance and repair of lease premises. . Continued use as a YWCA facility. . Provide $1,000,000 insurance, plus $1,000,000 from any sub-lessee, as set forth in lease. The lease provides that it can be cancelled at the end of three years if the parties do not agree on newly negotiated insurance amounts. Based upon previous communications from the YWCA we expect that they will not agree to this insurance provision. JER:SG:sm:4627G 7 The attached letter from the YWCA explains their concerns in several areas to previous proposals. In Summary. the Commission must decide on the following: a) Whether to lease or sell the property. b) If sold. the sales price. c) If sold. the buyback price. d) If sold. whether to restrict to serve youth or extend to serve residents of San Bernardino and surrounding areas. e) Whether to provide recapture of CDBG funds if the programs do not meet National Community Development objectives. f) If leased. whether the Agency could cancel at 3 years upon failure to reach agreement of insurance. JER:SG:sm:4627G 8 / / r RED EVE LOP HE. T A 6 E . C' Of TJ( CITY Of SAN BERNARDIM1 LOCATION' ~14I \!.:" au /Lb" N"6- , .. Jl.U~ s-r SITE I -1 €) 'TItEET = ~ .... , , ~ 1-__,-__-. ~ I . I I I ~--~.,,- --- I I I . ..---1""---- . r · ~---.,...--- 'i. . , I . I ~----,..---- I . 1 ~ 'Vr t---,'-,r-u . . ,,~ , 1 .. ..~-,,---- 1'" . ,,~ 1 . I I . I I 't .@) . t--- ,&-....;. - ~ . I I . . I I .... I r ---11"--- - I 1 . .0 . I I i 1 -/- JI 1 It II fl' ... .~ :I -!!ill Wi . at I. ... .. I- ...' ,., ,..' I ..I ,.. - -- .. I -- I l EXHIBIT Ii WARD 1. PROJECT CC.E .., ...... <)G- .. GRESHAM. VARNER. SAVAGE. NOLAN" TILDEN LAW OJPJPICES 000 NORTH AIlJilOWBItAD AVENUE. SUITE GOO SAN BEHNAIilDINO. CALll'OJilNIA 82401 . (714) 884-11171 . (714) 81i14-GeU DOIlAIJ) W. "OIllWl' op CounllL .6UD ..oaullAX ..VC1l D. 9.0B. PSWP .. U9AOI!. III "OBK C. lfOUK .. Wl1J.LUf TIlDD "dU ..OOOD )UR. .. OSTOICR THO"S .. J.COBSON IITIlPILUf O. ULIlSON ~BEIIT .... .rm"JR. .OBIIf BILUlLIlTI' COCR..... JOBlf 11. KcUULBY PaTEII .. B.UDuCI B1IIfI!ST .. IIIPPI!IQlUIIOR ILUlT W. ..IZZI!I! JPIII!DIlIIICB J. SICIlMAN IIICB..D D. MAau P.TIIICIl O. JUTeBELL TBLBCOPlBII (714) 888-_0 October 27, 1988 . City of San Bernardino CITY ATTORNEY'S OFFICE 300 North "0" Street, Room 668 San Bernardino, California 92410 ~~- ~'- (~ ik I s. ra;J~ -ra> ~.,}r- Il-~ ~>#"J - r d,J~, 'I'Ic:./,)ck. rl- ~~~ Attn: Dennis A. Barlow, Senior Assistant City Attorney Re: YWCA Memorandum of Lease ROUTING / <.....Je-~.~ '--, Dear Mr. Barlow: Set forth below are my comments as to both a sale or lease of the property to the YWCA. It is my opinion that the sale of the property is in the best interest interest of all concerned, and I will, therefore, set forth my comments and suggestions concerning the said documents first, and my comments and suggestions as to the leasehold arrangement second. JH (", ME I BL L .... LV -' GC '-/ (f(~U\J 1. Sale of Property to YWCA. I believe the purchase price~I~Rt...~..~ should be based on the $34,204.00 arrived at with the Redevelopment Agency in 1986. Enclosed is a copy of a February ORI~~~ 4, 1987, letter from the Redevelopment Agency, page 2 of which ROUTE;;;7 shows how that figure was arrived at. --- The YWCA has now paid off the past due utilities reducing the figure to $26,070.60. After being given credit for the $5,000.00 prior payment, that leaves $21,070.60 remaining to be paid. These figures should be inserted, where indicated, in the Disposi tion and Development Agreement, the Secured Promissory Note, Exhibit "E" (Obligations of Agency), and Exhibit "F" (Obligations of Redeveloper). I suggest that the Loan Amortization Schedule be done on a similar basis as the one attached to the 1987 documents, which provided for payoff over about 13 years with increasing monthly payments on into the future. ,..-- .. GBIlSRAM, VABNEB, SAVAGE, NOLAN I: TILDEN LAW Ol'J'IcJts CITY ATTORNEY'S OFFICE October 27, 1988 Page 2 Page 11 of the Disposition and Development Agreement contains language as to permissible use of the premises by the YWCA ("the Redeveloper"). Since the YWCA serves other than just youths, it is suggested that the word "youth" at the end of the first sentence of paragraph A. of Section 16 be deleted and replaced by the words "residents of San Bernardino and surrounding areas". As to Section 23 of the Disposition and Development Agreement, the California Corporation Code uses the designation "non-profi t" rather than "not-for-profi t" . Addi tionally, I suggest that further changes be made in this section in setting forth the buyout value in the event of such a conveyance. Set forth below is my suggestion as to the text of Section 23: Should the Redeveloper convey the the property, which is the subject of this Agreement, or enter into escrow to convey said property at any time in perpetui ty to any Grantee other than a non-profit charitable organization which is committed and legally required to use the property as required by paragraph l6.A. of this Agreement, the Agency, its assigns and successors-in-interest shall have the option to repurchase said property at an amount equal to the fair market value of said property on January 1, 1976, plus the fair market value at the time of purchase of all improvements on the premises. In paragraph numbered 1 on the second page of the Grant Deed as well as subpart 1 of Section 2(a) on said page, the word "youth" at the end of the first sentence of each provision should be deleted and replaced by the words "residents of San Bernardino and surrounding areas". Paragraph 4 of the Deed should be modified in the same manner as I suggested for Section 23 of the Disposition and Development Agreement. 2. Leasehold Arrangement. Enclosed herewith please find a Memorandum of Lease I have prepared to document the lease between the YWCA and the City of San Bernardino. Changes from the proposal provided by your office ("City Proposal" Lease) are noted on an enclosed copy of it as well as on the enclosed copy of my Memorandum of Lease. OB ,dAM, VARNER. SAVAGE, NOLAN & TILDEN LAW OJl'J"JCES CITY ATTORNEY'S OFFICE October 27, 1988 Page 3 Many provisions were reorganized and duplicative provisions were either eliminated or combined in the Memorandum. I will describe below some of the major revisions in the Memorandum: The change of format to a Memorandum of Lease and the addition of the Recitals are made in order to reflect the fact that this is a Memorandum of a Lease existing since 1975 or 1976. Similarly, some other language changes have been made at various places to be consistent with this. The language conc~rning the renewal terms of the Lease, as set forth in the Lease Agreement signed in 1975 by Mayor Holcomb, has been re-inserted at the end of paragraph 2 of the Memorandum, slightly revised. Provisions concerning building and improvements have been relocated to paragraph 5 of the Memorandum. The introductory sentence of paragraph 5 has been expanded to make it clear that the premises may be used by other than legal residents of the Ci ty of San Bernardino or YWCA members. New language in subparagraph (a) of paragraph 5 of the Memorandum clarifies that al though the building and improvements are part of the real property, they (and the liability for them) remain the responsibility of Lessee. The insurance language has been somewhat clarified and appears in paragraph 6 of the Memorandum. The language as to war damage, shock, and earthquake insurance deleted. Also, the fourth paragraph of paragraph 6 of the City Proposal providing for review of the insurance amounts every three years has been deleted. In view of the original concept of this Lease, and the fact that a fund creating the value of all present buildings was derived from the YWCA and other resources it obtained, in paragraph 7 of the Memorandum (revised from paragraph 9 of the City Proposal), the insurance proceeds are stated as passing to Lessee rather than Lessor in the event of a destruction of these improvements. Similarly, as set forth in paragraph 8 of the Memorandum, the City is to compensate the YWCA for any termination of the Lease for the value of its buildings and improvements, and in paragraph 9 any condemnation awards for the building and improvements should be paid to the YWCA. , . 01. lAM, VARNER, SAVAOE, NOLAN Ir TILDEN LAW OI'JPICES CITY ATTORNEY'S OFFICE October 27, 1988 Page 4 Paragraph 12 of the Memorandum is the same as paragraphs 15 and 24 of the City Proposal, except that a sentence is added to the effect that short term room rentals are deemed approved and need no individual approval by the City. I look forward to hearing from you concerning these documents at your earliest convenience. of - JJJ- vage, III VARNER, SAVAGE, & TILDEN PMS/mlw Enclosures ---- SUMMARY OF FINANCIAL ASPECTS OF A PROPOSED AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO PROPOSED AGREEMENT: Disposition & Joint Development Agreement PROJECT AREA: CENTRAL CITY It is proposed that the Redevelopment Agency of the City of San Bernardino lease to the City of San Bernardino the property described on the attached Exhi bit A. 1) The cost of the agreement to the Agency, including land acquisition cost, clearance costs, relocation costs, the costs of any improvements to be provided by the Agency, plus the expected interest on any loans or bonds to finance the lease is $224,051 2) The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted under the plan is not less than $1.175,000. 3) The purchase price or sum of the lease payments is The reason this is less than the fair market value is: It will assist in causing the elimination of blight, create employment opportunities, stimulate aesthetic improvement and an increase in real property value of the Property and nearby property and will cause the generation of revenues to the City and the Agency. SALE OPTION #1 4628G - SUMMARY OF FINANCIAL ASPECTS OF A PROPOSED AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO PROPOSED AGREEMENT: YWCA LEASE PROJECT AREA: CENTRAL CITY It is proposed that the Redevelopment Agency of the City of San Bernardino lease to the City of San Bernardino the property described on the attached Exhibit A. 1) The cost of the agreement to the Agency, including land acquisition cost, clearance costs, relocation costs, the costs of any improvements to be provided by the Agency, plus the expected interest on any loans or bonds to finance the lease is $224,051 2) The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted under the plan is not less than $1,175,000. 3) The purchase price or sum of the lease payments is $50 The reason this is less than the fair market value is: It will assist in causing the elimination of blight, create employment opportunities, stimulate aesthetic improvement and an increase in real property value of the Property and nearby property and will cause the generation of revenues to the City and the Agency. -LEASE OPTION- 4631G ---- , I I , LEGAL DESCRIPTION LOTS 19, 20, 21, 22, 23 AND 24, TRACT NO. 2030, FIFTH STREET PLACE SUBDIVISION, AS PER PLAT THEREOF RECORDED IN BOOK 29 OF MAPS, PAGE 49, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA. ( EXHIBIT :~ Redevelopment Agency of the City of San Bernardino Summary of Financial Aspects YWCA As of November 10, 1988 Parcel-Location: 135-061-10 566 North Lugo, San Bernardino Acquired 3-24-81 from the County of San Bernardino under terms of the Exchange Agreement. Other Expenditures: Leased from the County October 1975 to February 1982 Appraisal Feasibility Study for Renovation Relocation of County Agriculture Bldg Roofing Boiler Repair YWCA Worker's Comp Appraisal-Marshall & Stevens Legal Administrative Time Sub Total $ 82,000 1,500 1 ,690 8,770 20,610 461 2,500 1 ,200 5,000 2,500 126,231 99,020 Carrying Costs. Total Expenditures 225.251 · Carrying Costs based upon interest rates applicable to costs accumulated per year October 1975 to October 1988. EXHIBIT B 0806A - .- 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 RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE SALE OF THAT CERTAIN PROPERTY IDENTIFIED AS APN 135-061-10, LOCATED AT 566 NORTH LUGO AVENUE WITHIN THE CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA, BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO (HEALTH AND SAFETY CODE SECTION SECTION 33433) . BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLLOWS: SECTION 1. Recitals. A. The Community Developemnt Commission of the City of San Bernardino (hereinafter "Commission") proposes to sell to the Young Women's Christian Associaton of Greater San Bernardino (hereinafter "Developer"), that certain parcel of property identified as APN 135-061-10, located at 566 North Lugo Avenue within the Central City East Redevelopment Project Area, the legal description of which is set forth in Exhibit "A" attached hereto and incorporated herein by reference as though fully set forth in full for the sum of $ B. Notice of the time and place of hearing has been given as required by law. C. The Commission has made available for public inspection and copying a summary of financial aspects of the proposed sale. D. The summary of financial aspects represents that the fair market value of the interest to be conveyed by the Commission, determined at the highest use permitted for such property is $ E. All hearings have been held as required by Health and DAB:cez November 15, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Safety Code Section 33433. SECTION 2. Determination. Based upon the representations of the Commission, it is found and declared that the consideration for the real property described above, in accordance with covenants and conditions governing the sale, is not less than the fair market value of the property determined at the highest use permitted under the plan for the Central City East Project Redevelopment Area. SECTION 3. Approval. The Mayor and Common Council of the City of San Bernardino hereby approve the sale of said property upon the terms and conditions set forth in this resolution and the summary of financial aspects. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 1988, by the fOllowing vote, to wit: AYES: Council Members NAYS: ABSENT: 22 City Clerk 23 III 24 III 25 III 26 III 27 III 28 DAB:cez November 15, 1988 2 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 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING THE SALE OF PROPERTY BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO THE YOUNG WOMEN'S CHRISTIAN ASSOCIATON OF GREATER SAN BERNARDINO The foregoing resolution is hereby approved this day of , 1988. Evlyn Wilcox, Mayor City of San Bernardino Approved as to form and legal content: ~~ 28 DAB: cez November 15, 1988 3 -- ...-.... 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND COMMON COUNCIL 9F THE CITY OF SAN BERNARDINO APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA) BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: WHEREAS, the Redevelopment Agency of the City of San Bernardino, California (the "Agency") and the Young Women's Christian Association of Greater San Bernardino, Inc. (the "Redeveloper") have proposed to enter into a certain Disposition and Development Agreement (the "Agreement") by and between the Agency and the Redeveloper concerning certain real property (the "Property") located within the area (the "Project Area") subject to the Central City East Redevelopment Plan (the "Redevelopment Plan"); and WHEREAS, the Mayor and Common Council of the City of San Bernardino have duly conducted a public hearing concerning the proposed Agreement in accordance with Health and Safety Code Section 33433, and have considered all evidence and testimony submitted to the Mayor and Common Council pertinent thereto; and WHEREAS, at the time of approving the Redevelopment Plan, the Mayor and Common Council approved and certified an Environmental Impact Report (the "EIR") by Resolution No. 12393 adopted on April 19, 1976, and the Mayor and Common Council are relying upon the EIR for purposes of considering the approval of the proposed Agreement; and WHEREAS, the Mayor and Common Council have determined that DAB:cez September 12, 1988 1 .... ~ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 it is reasonable and appropriate for the Agency to enter into the proposed Agreement. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The Mayor and Common Council hereby determine that the project described in the proposed Agreement is adequately described in and covered by the EIR, that the project described in the proposed Agreement does not constitute a change in the Redevelopment Plan for which the EIR was prepared, that there are no new significant environmental impacts concerning the proposed project not considered in the EIR, and that there are no substantial changes with respect to the circumstances under which the project will be undertaken which occurred following the certification of the EIR. The Mayor and Common Council hereby rely upon the EIR for purposes of considering the approval of the proposed Agreement. Section 2. The Mayor and Common Council hereby find and determine that the purchase price for the Property is the fair market value thereof. To the extent that the purchase price for the Property may be deemed to be less than the fair market value thereof, the Mayor and Common Council hereby find that the lesser consideration is needed to effectuate the purposes of the Redevelopment Plan in that the Redeveloper would otherwise not acquire the Property for redevelopment and use in accordance with the Redevelopment Plan. The sale of the Property for less than DAB:cez September 12, 1988 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the fair market value thereof will assist in causing the elimination of blight, create employment opportunities, stimulate aesthetic improvement and an increase in real property value of the Property and nearby property, and will cause the generation of revenues to the City and the Agency. Section 3. The Mayor and Common Council hereby approve the proposed Agreement as attached hereto as Exhibit "A" and incorporated herein by reference. Section 4. This Resolution shall take effect upon adoption. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the day of , 1988, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: City Clerk DAB:cez September 12, 1988 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of The foregoing resolution is hereby approved this , 1988. day Evlyn Wilcox, Mayor City of San Bernardino Approved as to form a legal content: ~T,k ity Attorney DAB:cez September 12, 1988 4 1 2 RESOLUTION NO. 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ACTING ON BEHALF OF THE REDEVELOPMENT 4 AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE 5 REDEVELOPMENT AGENCY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA) 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 7 OF SAN BERNARDINO AS FOLLOWS: 8 WHEREAS, the Redevelopment Agency of the City of San 9 Bernardino, California (the "Agency") and the Young Women's 10 Christian Association of Greater San Bernardino, Inc. (the 11 "Redeveloper") have proposed to enter into a certain Disposition 12 and Development Agreement (the "Agreement") by and between the 13 Agency and the Redeveloper concerning certain real property (the 14 "Property") located within the area (the "Project Area") subject 15 to the Central City East Redevelopment Plan (the "Redevelopment 16 Plan" ); and 17 WHEREAS, the Community Development Commission of the City 18 of San Bernardino (the "Commission"), on behalf of the Agency, 19 has duly conducted a public hearing concerning the proposed 20 Agreement in accordance with Health and Safety Code Section 21 33431, and has considered all evidence and testimony submitted 22 to the Commission pertinent thereto; and 23 WHEREAS, the Mayor and Common Council of the City of San 24 Bernardino have duly conducted a public hearing concerning the 25 proposed Agreement in accordance with Health and Safety Code 26 Section 33433, and have approved the Agreement in accordance 27 therewith; and 28 DAB:cez September 12, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, at the time of approving the Redevelopment Plan, the Agency approved and certified an Environmental Impact Report (the "EIR") by Resolution No. 3193 adopted on April 19, 1976, and the Commission is relying upon the E~R for purposes of considering the approval of the proposed Agreement; and WHEREAS, the Commission has determined that it is reasonable and appropriate for the Agency to enter into the proposed Agreement. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Commission hereby determines that the project described in the proposed Agreement is adequately described in and covered by the EIR, that the project described in the proposed Agreement does not constitute a change in the Redevelopment Plan for which the EIR was prepared, that there are no new significant environmental impacts concerning the proposed project not considered in the EIR, and that there are no substantial changes with respect to the circumstances under which the project will be undertaken which occurred following the certification of the EIR. The Commission hereby relies upon the EIR for purposes of considering the approval of the proposed Agreement. Section 2. The Commission hereby finds and determines that the purchase price for the Property is the fair market value thereof. To the extent that the purchase price for the Property DAB:cez September 12, 1988 2 1 2 may be deemed to be less than the fair market value thereof, the 3 Commission hereby finds that the lesser consideration is needed 4 to effectuate the purposes of the Redevelopment Plan in that the 5 Redeveloper would otherwise not acquire the Property for 6 redevelopment and use in accordance with the Redevelopment Plan. 7 The sale of the Property for less than the fair market value 8 thereof will assist in causing the elimination of blight, create 9 employment opportunities, stimulate aesthetic improvement and an 10 increase in real property value of the Property and nearby 11 property, and will cause the generation of revenues to the City 12 and the Agency. 13 Section 3. The Commission hereby approves the proposed 14 Agreement as attached hereto as Exhibit "A" and incorporated 15 herein by reference. The Chairman and Secretary of the 16 Commission are hereby authorized and directed to execute the 17 Agreement for and on behalf of the Agency, with such 18 nonsubstantive changes thereto as may be approved by the Chairman 19 and Agency Counsel. 20 Section 4. This Resolution shall take effect upon 21 adoption. 22 23 24 25 26 27 28 Approved as to form and legal content: AGENCY COUNSEL BY~ ./ ennis . Barlow DAB:cez September 12, 1988 3 1 2 may be deemed to be less than the fair market value thereof, the 3 Commission hereby finds that the lesser consideration is needed 4 to effectuate the purposes of the Redevelopment Plan in that the 5 Redeveloper would otherwise not acquire the Property for 6 redevelopment and use in accordance with the Redevelopment Plan. 7 The sale of the property for less than the fair market value 8 thereof will assist in causing the elimination of blight, create 9 employment opportunities, stimulate aesthetic improvement and an 10 increase in real property value of the Property and nearby 11 property, and will cause the generation of revenues to the City 12 and the Agency. 13 Section 3. The Commission hereby approves the proposed 14 Agreement as attached hereto as Exhibit "A" and incorporated 15 herein by reference. The Chairman and Secretary of the 16 Commission are hereby authorized and directed to execute the 17 Agreement for and on behalf of the Agency, with such 18 19 20 21 22 23 24 25 26 27 28 nonsubstantive changes thereto as may be approved by the Chairman and Agency Counsel. Section 4. This Resolution shall take effect upon adoption. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a regular meeting thereof, held on the day of , 1988 by the following vote, to wit: DAB:cez September 12, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT WITH THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA) AYES: Commissioners NAYS: ABSENT or ABSTAIN: Acting Secretary The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: AGENCY COUNSEL ~J By: ~ /Dennis . Barlow DAB:cez September 12, 1988 2 Recording Requested by, and when Recorded Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 300 North "D" Street, 4th Floor San Bernardino, CA 93418 (ABOVE SPACE FOR RECORDER'S USE ONLY) DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (CENTRAL CITY EAST PROJECT AREA) REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DISPOSITION AND DEVELOPMENT AGREEMENT CENTRAL CITY EAST PROJECT AREA THIS AGREEMENT is made and entered into this ___ day of 1988, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public body corporate and politic, hereinafter called the "Agency", and the YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC., a California non-profit corporation, hereinafter 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 and Safety Code Section 33000, et seq.), the Agency has undertaken a program for redevelopment of blighted areas in the City of San Bernardino, California (the "City"), and, in this connection, pursuant to Ordinance No. 3571 of the City, adopted May 3, 1976, the City and the Agency have approved and adopted the Redevelopment Plan (hereinafter called the "Redevelopment Plan") for the Central City East Redevelopment Project (the "Project"). Pursuant to the provisions of the Redevelopment Plan, the Agency and the City have undertaken and are now carrying out the responsibility for the Project in the area subject to the Redevelopment Plan (hereinafter called the "Project Area"). The DAB:cez October 11, 1988 2 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 Project Area, and under the Redevelopment Plan may be developed for private use. (c) The Redeveloper has made an offer to purchase and to redevelop the Property in accordance with the uses specified in the Redevelopment Plan. It is recognized that it may be necessary to modify the actual improvements currently located on the Property, 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, will cause employment growth, and the elimination of blight, will enhance real property values and the public health, safety and welfare, and is in accord with the public purposes and provisions of applicable laws and regulations under which the Project is governed. (e) Pursuant to the provisions of California Health and Safety Code Sections 33431 and 33433, the Agency and the DAB:cez October 11, 1988 3 Mayor and the Common Council of the City gave notice and held public hearings concerning the approval of this Agreement, and the Agency and the Mayor and Common Council of the City have approved the execution of this Agreement and have determined that the method of disposition of the Property as provided in this Agreement is the most effective method for accomplishing the objectives of the Agency. (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 Redeveloper desires to purchase the Property in accordance with the provisions of the Redevelopment Plan and this Agreement. NOW, THEREFORE, IT IS AGREED between the parties hereto as follows: 1. Purchase and Sale of Property A. Subject to all terms, covenants, and conditions of this Agreement, the Agency agrees to sell the Property to the Redeveloper and the Redeveloper agrees to purchase the Property from the Agency for a total acquisition price of $ (hereinafter called the "Purchase Price"). The sum of Five Thousand Dollars ($5,000) of the Purchase Price has heretofore been paid by the Redeveloper to the Agency; the Redeveloper's covenant and obligation to pay to the Agency the remaining ________________ ($ ) of the Purchase Price shall be evidenced by a certain promissory note (hereinafter called the "Note") secured DAB:cez October 11, 1988 4 by deed of trust (hereinafter called the "Deed of Trust"), which shall be executed by the Redeveloper substantially in form and substance as set forth in Exhibits "B" and "C" which are by this reference made a part hereof. Within ten (10) calendar days following the date of this Agreement, the Redeveloper shall execute and deposit the Note and Deed of Trust into the escrow hereinafter described. 2. Opening of Escrow. In order to consummate the sale of the Property pursuant to this Agreement, the parties shall cause an escrow (the "Escrow") to be opened with First American Title Insurance Company (the "Escrow Agent") wi thin five (5) business days from the date of this Agreement. The close of Escrow shall occur and all obligations of the parties required to be performed, prior to the close of Escrow hereunder, shall be completed not later than sixty (60) days thereafter. 3. Condition for Close of Escrow. The close of Escrow, the Redeveloper's obligation to purchase the Property and the Agency's obligation to sell the Property, pursuant to this Agreement, are conditioned upon: (a) The conveyance to the Redeveloper of good and marketable title to the Property by means of a grant deed substantially in the form and substance as set forth in Exhibit "D" attached hereto and incorporated herein by reference, subject to any and all encumbrances of record as may exist as of the date of this Agreement and subject to all documents to be recorded pursuant to this Agreement including, but not limited to, (1) DAB:cez October 11, 1988 5 that certain Declaration of Restrictions (the "Declaration") recorded as Document No. 82-163589 in August, 1982 in the Office of the Recorder for San Bernardino County; (2) this Agreement; (3) the Redevelopment Plan; and (4) the Deed of Trust. (b) Delivery of possession of the Property to the Redeveloper "as-is", in its condition as of the date of this Agreement, immediately on the close of Escrow. (c) The Redeveloper's deposit into Escrow of the Note and Deed of Trust fully executed by the Redeveloper. 4. Failure of Conditions. Should any of the conditions, specified in Section 3 of this Agreement, fail to occur on or before the date set for close of Escrow as provided in Section 2 of this Agreement, the party who is the beneficiary of the condition shall have the authority to be exercised by giving written notice to the Escrow Agent and to the other party, to cancel the Escrow, to terminate this Agreement, and to recover any amounts paid to, or documents deposited with, the Escrow Agent on account of the purchase and sale of the Property hereunder. The exercise of such authority shall not, however, constitute a waiver of any other rights which that party may have for any breach of this Agreement. The Escrow Agent shall be, and is hereby, irrevocably instructed by the parties to return immediately to each party, on any such failure of conditions and receipt of such notice from any party, all documents deposited with the Escrow Agent pursuant to this Agreement. DAB:cez October 11, 1988 6 This Agreement shall 5. Joint Escrow Instructions. constitute joint escrow instructions of the Agency and the redeveloper for the sale of the Property hereunder. The Agency and the Redeveloper agree to execute any and all reasonable and appropriate additional escrow instructions and to perform any and all reasonable and appropriate acts as may be necessary in order to expedite and facilitate the close of the Escrow hereunder. There shall be prorated between 6. Proration of Taxes. the Agency and the Redeveloper on the basis of thirty (30)- day/months as of twelve o'clock midnight Pacific Time on the date of the close of Escrow, any and all real property taxes levied or assessed against the Property, including any water tax or water rate levied against the Property, as shown on the latest available tax bills. The Agency and the Redeveloper, 7. Commissions. respectively, represent and warrant that the Agency and the Redeveloper, respectively, have not retained or used the services of a real estate broker or other agent for purposes of undertaking the purchase or sale of the Property hereunder. Any and all commissions due to real estate brokers or other brokers as a result of the sale of the Property to the Redeveloper hereunder shall be paid by any party which as retained or used the services of any such real estate or other broker. 8. Escrow Costs. The expenses of Escrow shall be paid in the following manner: (a) The full cost of securing any title insurance DAB:cez October 11, 1988 7 -- policy shall be paid by the Redeveloper. (b) The cost of preparing, executing and acknowledging any deeds or other instruments required to convey title to the Property to the Redeveloper in the manner described in this Agreement shall be paid by the Agency. (c) The cost of recording a grant deed or other instruments required to convey title to the Property to the Redeveloper in the manner described in the Agreement shall be paid by the Agency. (d) Any tax imposed upon the conveyance to the Redeveloper of title to the Property under the Documentary Transfer Tax Act shall be paid by the Redeveloper. (e) Any Escrow fees charged by the Escrow Agent in addition to the foregoing shall be paid by the Agency and by the Redeveloper in equal proportions. 9. Escrow Account. All funds in the Escrow shall be deposited with other Escrow funds in a general Escrow Trust Account earning interest at the highest rate which may reasonably be obtained for such Account, and may be transferred into any other such general Escrow Trust Account; provided, however, that any and all such Accounts shall be in any state or national bank doing business in the state of California. Interest on any funds deposited with the Escrow Agent shall be credited and paid to the party making such deposit into Escrow. All disbursements pursuant to this Agreement shall be made by check from such Accounts. DAB:cez October 11, 1988 8 10. Close of Escrow; Authorized Acts. The term "Close of Escrow" herein shall mean the date on which necessary instruments of conveyance are recorded in the office of the County Recorder of San Bernardino County, California. The Escrow Agent is authorized and directed to record (a) this Agreement; (b) a grant deed conveying title to the Property from the Agency to the Redeveloper; and (c) the Deed of Trust. Upon the close of Escrow, the Escrow Agent shall deliver to the Agency the original fully executed Note. All time limits within which any 11. Extensions of Time: matter herein specified, related to the Escrow hereunder is to be performed, may be extended by mutual agreement of the Agency and the Redeveloper. Any amendment of, or supplement to, the Escrow instructions hereunder shall be in writing. 12. Additional Authority of Escrow Agent. Agent is authorized to and shall: The Escrow (a) Pay and charge the Agency for any and all current and/or delinquent taxes, and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds pertaining to the Property. (b) Pay and charge the Agency and the Redeveloper for any Escrow fees, costs and charges which might arise in this Escrow, as set forth herein. (c) Disburse and record documents described herein when conditions of the close of Escrow have been fulfilled. DAB:cez October 11, 1988 9 13. Obligations of Agency. The Agency shall be responsible for and complete the actions set forth in Exhibit "E" attached hereto and incorporated herein by reference. 14. Obligations of Redeveloper. The Redeveloper shall be responsible for and complete the actions set forth in Exhibit "F" attached hereto and incorporated herein by reference. 15. Maintenance. A. 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, landscaped areas and parkways on the Property, as required by the Declaration. In addition, the Redeveloper shall maintain the Property in such a manner so as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance, and that the resulting condition is detrimental to public health, safety or general welfare, or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within one thousand (1,000) feet of the boundary of the Property. B. In the event that the Redeveloper, its successors or assigns fail to perform the maintenance as provided herein within twenty (20) calendar days after receipt of notice from the Agency or City to do so, the City and/or the Agency, as their sole remedy under this Section 15, shall have the right to enter DAB:cez October 11, 1988 10 the Property and undertake, or cause to be undertaken, such maintenance activities. In such event, the Redeveloper shall reimburse the City and/or the Agency for all reasonable sums incurred by the City and/or the Agency for such maintenance activities in accordance with the procedure set forth in Section 20 hereof. The Redeveloper agrees for 16. Restrictions on Use. 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 in perpetuity: A. Devote the Property to, and only to and in accordance with, the uses specified in the Redevelopment Plan, and specifically for use by the Redeveloper for the instruction, enjoyment and betterment of youth. The terms "uses specified in the Redevelopment Plan" and "land use" 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. 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 DAB:cez October 11, 1988 11 -----. --- --- 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. 17. Agency Rights to Enforce. In amplification, and not in restriction of the provisions of the preceding Sections 15 and 16, it is intended and agreed that the Agency and is successors and assigns shall be deemed to be beneficiaries of the agreements and covenants provided in Sections 15 and 16 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 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 of such agreement or covenant may be entitled. Any leases made by the Redeveloper concerning all or any portion of the Property shall include all applicable restrictions, covenants DAB:cez October 11, 1988 12 and conditions set forth in Sections 15 and 16 of this Agreement. The Redeveloper and the Agency agree to cooperate in enforcing such restrictions, covenants and conditions. 18. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees 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 reasonable 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 origin or ancestry. Such 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 a 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, DAB:cez October 11, 1988 13 national origin or ancestry. C. The Redeveloper shall comply with all applicable local, state and federal laws and regulations relating to equal employment opportunity. D. In the event of the Redeveloper's noncompliance with the nondiscrimination clause of this Section 18, or with any of the aforementioned laws, rules or regulations, the Agency shall have the right to compel full compliance of this Agreement through an action for specific performance. E. The Redeveloper shall include the provisions of subdivisions (a) through (c) of this Section 18 in every contract, and shall require the inclusion of these provisions in every subcontract entered into by any of its contractors, unless exempted by applicable laws, rules or regulations, and such provisions shall be binding upon each such contractor, subcontractor, or vendor, as the case may be. 19. Default Prior to Conveyance. In the event that, prior to conveyance of the Property to the Redeveloper and in violation of this Agreement, (i) the Redeveloper (or any successor-in-interest) assigns or attempts to assign this Agreement or any rights therein or in the Property, or (ii) the Redeveloper fails to deposit into the Escrow a properly executed Note and Deed of Trust, in satisfactory form and in the manner and by the date respectively provided in this Agreement therefor, or (iii) the Redeveloper fails to take title to the Property upon tender of conveyance by the Agency pursuant to this Agreement, DAB:cez October 11, 1988 14 then this Agreement and any and all rights of the Redeveloper or of any assignee or transferee thereof in this Agreement with respect to the Property shall, at the option of the Agency and upon written notice given by the Agency to the Redeveloper, be terminated. Upon such termination, neither the Redeveloper (nor any of its assignees or transferees), nor the Agency shall have any further rights against or liability to the other party under this Agreement. 20. Lien on Property. In the event that the Agency enters the Property for the purpose set forth in Section 15(B), the Agency shall have the right to recover from the Redeveloper, in addition to all costs and other sums expended in connection therewith, interest on such costs and sums calculated at the rate of ten percent (10%) per annum. All costs and expenses incurred by the Agency in curing the default by the Developer and any interest thereon shall be assessed against the Redeveloper and shall constitute a lien against the Property until paid effective upon the recording of a notice thereof in the Office of the County Recorder for the County of San Bernardino; provided, however, that any such lien shall be subordinate to any bona fide mortgage or deed of trust encumbering any portion of the Property, and any purchaser at any foreclosure or trustee's sale (as well as any grantee by deed in lieu of foreclosure or trustee's sale) under any such mortgage or deed of trust shall take title free from any such lien, but otherwise subject to all of the provisions of this Agreement, which shall run with the DAB:cez October 11, 1988 15 land. 21. Agency Employees, Members. No member, official, or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement or in 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 financial interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly interested. No member, official, or employee of the Agency shall be personally liable to the 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. 22. Attorneys' Fees. The Redeveloper agrees that if any action is brought by the Agency against the Redeveloper for breach of any of the covenants or conditions of this Agreement, the Redeveloper shall pay to the Agency reasonable attorneys' fees and court costs incurred by the Agency as a result thereof. 23. Option to Purchase. Should the Redeveloper convey the property, which is the subject of this Agreement, or enter into escrow to convey said property at any time in perpetuity to any Grantee other than a non-for-profit charitable organization, which is committed and legally required to use the property as required by paragraph 16.A. of this Agreement, the Agency, its assigns and successors-in-interest shall have the option to DAB:cez October 11, 1988 16 repurchase said property at an amount equal to the fair market value of said property on January 1, 1976 which is agreed by both parties to be $ 24. At any time in perpetuity, Redeveloper, its successors or assigns may encumber said property by means of a mortgage or deed of trust only with the prior written approval of Agency, which approval may be given, withheld, or given conditionally in the sole, unfettered discretion of Agency. Any notice to be given by either party to the 25. Notice. other shall be given by certified mail, return receipt requested, postage prepaid, addressed as follows: To Agency: Executive Director Redevelopment Agency of the City of San Bernardino 300 North "D" Street San Bernardino, California 92418 To Redeveloper: Executive Director Young Women's Christian Association 566 North Lugo Avenue San Bernardino, California 92410 26. Merger. None of the provisions of this Agreement is intended to or shall be merged by reason of any deed(s) transferring title to the Property from the Agency to the Redeveloper or any successor-in-interest, and any such deed(s) shall not be deemed to affect or impair the provisions and covenants of this Agreement. 27. Termination of Lease. Any lease heretofore executed, or claimed to exist, between the parties relating to use and DAB:cez October 11, 1988 17 occupancy of the Property conveyed herein is terminated effective upon the recordation of the Deed conveying the Property to the Redeveloper hereunder. 28. Time is of the Very Essence. The Agency shall have every right to exercise its options upon any breach of time constraints whatever. All parties recognize that time is of the very essence of this Agreement. 29. Assigns and Successors-in-Interest. All provisions, rights and privileges of this Agreement shall apply to Agency, its assigns and successors-in-interest and Redeveloper and its assigns and successors-in-interest. 30. Redeveloper shall not assign, transfer or null this Agreement without the written permission of Agency, its assigns or successors-in-interest. Said permission shall be granted or denied at the full discretion of Agency, its assigns and successors-in-interest. III III III III III III III III III III DAB:cez October 11, 1988 18 31. Execution. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. EXECUTED at California this day of , 1988. AGENCY: REDEVELOPER: REDEVELOPMENT AGENCY OF YOUNG WOMEN'S CHRISTIAN THE CITY OF SAN BERNARDINO ASSOCIATION OF GREATER SAN BERNARDINO, INC. By By Chairman By By Secretary Approved as to form: AGENCY COUNSEL ~~) DAB:cez October 11, 1988 19 EXHIBIT "A" LEGAL DESCRIPTION LOTS 19, 20, 21, 22, 23 AND 24, TRACT NO. 2030, FIFTH STREET PLACE SUBDIVISION, AS PER PLAT THEREOF RECORDED IN BOOK 29 OF MAPS PAGE 49, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA. DAB:cez October 11, 1988 20 SECURED PROMISSORY NOTE $ , 1988 San Bernardino, California A. For value received, the undersigned, Young Women's Christian Association of Greater San Bernardino, Inc., (the "Maker" ), unconditionally promises to pay to the order of the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Payee" or "Agency"), the principal sum of together with interest thereon calculated at the rate of seven percent (7%) per annum. B. This Note has been issued, executed and delivered in connection with the financing of a redevelopment project including, but not limited to, the acquisition of certain real property, as provided in that certain Disposition and Development Agreement by and between the Maker and the Payee dated , (the "Agreement"). Such proj ect is located on the real property described in Exhibit "A" attached to that certain Deed of Trust and Assignment of Rents (the "Mortgage"), dated as of the date hereof, and made from the owners of said property to First American Title Insurance Company, as Trustee, for the Agency's benefit, and the Agency is entitled to the benefit and security of the Mortgage. Reference is made to the Mortgage for provisions relating to conditions of default under this Note and the acceleration of the indebtedness evidenced by the occurrence of certain events stated therein and for all other relevant purposes. C. The Agency has provided such financing in accordance with the Agreement. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. Pursuant to the Agreement, the Agency has agreed to assist the undersigned in the acquisition and development of the project (as more fully described in the Agreement) subject to the conditions precedent thereof, and the undersigned have agreed to repay the principal amount of this Note, together with interest thereon, in accordance with and under the terms provided in the Agreement and as hereinafter set forth. D. Other than as a result of any defaul t by the Maker under this Note or the Agreement, this Note shall be due and payable in installments in the amounts and on the dates set forth in the Loan Amortization Schedule set forth in Exhibit "A" DAB:cez October 11, 1988 21 attached hereto and incorporated herein by reference. Notwithstanding any provision herein to the contrary or in Exhibit "A", the first installment payment shall be due and payable by the Maker to the Payee on or upon the close of Escrow, as set forth in the Agreement, whichever date occurs later. This Note may be paid in whole or in part at any time prior to the maturity date hereof at the option of the undersigned and without any penalty or premium whatsoever; provided, however, that any such payment or payments in part shall not postpone or delay the remaining payments due and payable. E. All payments pursuant to this Note shall be made in lawful money of the United states of America, payable at the office of the Redevelopment Agency of the City of San Bernardino, 300 North "D" Street, San Bernardino, California 92418, or such other place as the holder of this Note may from time to time designate to the Maker hereof in writing. If the prescribed date of payment is a Saturday, Sunday or legal holiday at the location of the office of the Payee, such payment shall then be due and payable on the next succeeding business day. F. If (i) there is a default by the Maker under the terms of this Note, or under the Deed of Trust securing this Note and (ii) the holder of this Note refers it to an attorney for collection or seeks legal advice for default under this Note or under the Deed of Trust securing this Note or any judicial or non-judicial action is instituted by the Holder hereof, and an attorney is employed by the holder hereof to appear in any such action or proceeding or to reclaim, sequester, protect, preserve or enforce the holder's security for this Note, including but not limited to, proceedings to foreclose the loan evidenced hereby, proceedings under the Federal Bankruptcy Code, or for the appointment of a receiver, the undersigned promises to pay reasonable attorneys' fees for services performed by the holder's attorneys and all costs and expenses incurred incident to such employment. G. Upon any event of default hereunder or under the Agreement, or in the event the principal and/or interest is not timely paid to the holder, the principal and interest then due and payable but which are delinquent and have not so been paid by the undersigned shall bear interest from the date such payment was due on the total payment amount then due and owing until paid at the rate of fifteen percent (15%) compounded per annum; provided, however, that such interest rate shall never exceed that amount which Maker is permitted by law to be charged. The failure to exercise, in case of one or more events of default, any right or remedy given in this paragraph shall not preclude the holder of this Note from exercising any right or remedy given in this paragraph in case of one or more subsequent events of default. DAB:cez October 11, 1988 22 H. The Maker and the Payee believe that any amounts payable hereunder will not exceed the maximum amount permissible under applicable law, as a result of the "time-price" differential doctrine in California. The parties agree that the agreements between the Maker and the Payee are expressly limited so that in no contingency or event whatsoever (whether by reason of acceleration or otherwise), shall the amount paid, or agreed to be paid to the Payee, exceed the maximum amount permissible under applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision hereof shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If, from any circumstances, the Payee shall ever receive as interest hereunder an account which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to reduction of the unpaid principal balance due hereunder and not payment of interest. I. The obligation of the undersigned to make or provide for the payment required hereunder shall be absolute and unconditional and the undersigned shall make or provide for such payment without abatement, diminution, or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off, recoupment or counterclaim which the undersigned may have or assert against the Agency or any other person. J. The Maker, to the extent permitted by law, waives demand, presentment for payment, notice of dishonor, protest and notice of protest, with respect to any and all lack of diligence or delays in the collection of enforcement hereof, and consents that the time of payment may be extended or this Note may be renewed without notice, and without releasing the undersigned or any subsequent surety, guarantor or endorser. K. All covenants and agreements herein shall be deemed material, and shall bind the Maker's successors and assigns, whether so expressed or not, and all such covenants and agreements shall inure to the benefit of the Payee hereof and its nominees, successors and assigns, whether so expressed or not. L. This Note has been issued, executed and delivered in the state of California and shall be governed by and construed in accordance with the laws of the state of California. III III III DAB:cez October 11, 1988 23 IN WITNESS WHEREOF, the undersigned have caused this Note to be executed as of this day of , 1988. DAB:cez October 11, 1988 MAKER: Young Women's Christian Association of Greater San Bernardino, Inc. By 24 EXHIBIT "A" TO SECURED PROMISSORY NOTE LOAN AMORTIZATION SCHEDULE DAB:cez October 11, 1988 25 EXHIBIT "B" GRANT DEED The COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public body, corporate, and politic (hereinafter called the "Grantor"), and in further consideration of the of the covenants and conditions herein contained and to be kept and performed by the Grantee, does hereby grant to the YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. (hereinafter called the "Grantee"), all that real property in the City of San Bernardino, County of San Bernardino, State of California, (hereinafter called the "Property", described as follows: SEE EXHIBIT "A" ATTACHED HERETO The Grantee does hereby acknowledge receipt of a copy of the Redevelopment Plan (hereinafter called the "Redevelopment Plan") for the Central City East Redevelopment Project, approved by Ordinance No. 3571 of the City of San Bernardino, which Ordinance was adopted May 3, 1976, said Redevelopment Plan containing as a part thereof that certain Declaration of Restrictions which became effective under said Ordinance and which is hereinafter referred to as the "Restrictions". The Grantee, for itself, its successors and assigns, does hereby covenant and agree with, and for the benefit of, the Grantor, its successors and assigns, as follows: DAB:cez October 11, 1988 26 1. The grantee, its successors and assigns, will hold, occupy and use the Property subject to and in accordance with all the terms, conditions, limitations, restrictions, requirements and covenants set forth in the Redevelopment Plan and the Restrictions, and specifically for uses primarily for the instruction, enjoyment and betterment of youth. Said terms, conditions, limitations, restrictions and covenants run with the land and shall be binding for the benefit and in favor of, and be enforceable by, the Grantor, its successors and assigns, the City of San Bernardino, and any successor-in-interest to the Grantee of the Property or any part thereof, and the owner of any other land in the Project Area. 2. ( a) The Grantee herein covenants by and for himself, his heirs, executors, administrators, and his successors and assigns, and every successor-in-interest to the Property, or any part thereof, and all persons claiming under or through them, that the Grantee, and such successors and assigns, shall (1) Devote the Property to uses consistent with the purposes of the Redevelopment Plan, and specifically for the instruction, enjoyment and betterment of youth. (2) Not discriminate upon the basis of race, sex, marital status, color, creed, religion, physical handicap, national origin, ancestry, age or handicapped status in the sale, lease, sublease, rental or transfer or in the use, occupancy, tenure or enjoyment of the Property or any improvement erected or DAB:cez October 11, 1988 27 to be erected thereon, or any part thereof, nor shall the Grantee himself or any person claiming under or through him, 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. (3) Properly maintain the parking areas, landscaped areas and parkways on the Property, and that, if the Grantee fails to remedy any failure after twenty (20) days' notice from the Grantor or City of San Bernardino (the "City"), then the Grantor or City shall have the right to enter the Property, and undertake or cause to be undertaken such maintenance activities. In such event, Grantee, its successors or assigns, shall reimburse Grantor or City for all reasonable sums incurred for such maintenance activities, together with interest thereon calculated at the rate of ten percent (10%) per annum. (b) The foregoing agreements and covenants, as set forth in subdivision (a) of Section 2 of this Deed, shall be covenants running with the land, and they shall in any event, without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Deed, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of, and be enforceable by the Grantor, its successors and assigns, the City and any owner of any other land (or of an interest in such land) in the DAB:cez October 11, 1988 28 redevelopment project area subject to the Redevelopment Plan. It is further intended and agreed that, except as otherwise provided herein, the agreement and covenant provided in subsection (1) of subsection (a) of Section 2 of this Deed shall remain in effect in perpetuity and that the agreement and covenant provided in subsection (2) of subsection (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 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. 3. In amplification and not in restriction of, the provisions of Section 2 hereof, it is intended and agreed that the Grantor and its successors and assigns shall be deemed beneficiaries of the agreements and covenants provided in said Section 2 hereof, both for and in their or its own right and also for the purpose of protecting the interests of the Grantor and the City of San Bernardino 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 Grantor, its successors and assigns for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether the Grantor, its successors and assigns have at any time been, remain, or are DAB:cez October 11, 1988 29 owners of any land or interest therein, or in favor of which, such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. 4. Should Grantee convey the Property or enter into escrow to convey said property at any time in perpetuity to any Grantee other than a not-for-profit charitable organization which is committed and legally required to use the property as required by paragraph 2(a)(1) of this Deed, Grantor shall have the option to repurchase said property at an amount equal to the fair market value of said property on January 1, 1976, which is agreed by Grantor and Grantee to be $ 5. At any time in perpetuity, Grantee may encumber said property by means of a mortgage or deed of trust only with the prior written approval of Agency, which approval may be given, withheld, or given conditionally in the sole, unfettered discretion of Agency. 6. THE PROVISIONS OF PARAGRAPHS 1 2 AND 5 OF THIS DEED SHALL BE CONDITIONS SUBSEQUENT, UPON THE OCCURRENCE OF WHICH THE GRANTOR, ITS SUCCESSORS OR ASSIGNS SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF THE LAND AND TO TERMINATE (AND REVEST IN THE AGENCY) TITLE TO THE LAND, IN THE EVENT THAT A DAB:cez October 11, 1988 30 DEFAULT HAS BEEN DECLARED BY THE GRANTOR, ITS SUCCESSORS OR ASSIGNS. THE PROVISIONS OF THIS PARAGRAPH 6 SHALL APPLY ONLY IF SUCH DEFAULT SHALL NOT BE CURED WITHIN THREE (3) MONTHS AFTER WRITTEN DEMAND BY GRANTOR, ITS SUCCESSORS OR ASSIGNS SO TO DO. THE THREE-MONTH TIME PERIOD SPECIFIED ABOVE SHALL COMMENCE UPON SERVICE OF THE WRITTEN NOTICE ALLEGING THE POSSIBLE EXISTENCE OF A DEFAULT AND RECORDATION OF A NOTICE OF DEFAULT WITH THE RECORDER OF SAN BERNARDINO COUNTY. IT IS THE INTENT OF THIS PROVISION THAT THE CONVEYANCE OF THE LAND HEREIN MADE BY THE GRANTOR WILL BE SET ASIDE AND TITLE TO THE LAND SHALL REVERT TO GRANTOR, IT SUCCESSORS OR ASSIGNS UPON FAILURE OF GRANTEE, ITS SUCCESSORS OR ASSIGNS, TO REMEDY AND/OR ABROGATE ANY SUCH DEFAULT WITHIN THE PERIOD SET FORTH ABOVE. UPON SUCH CIRCUMSTANCES, THE GRANTOR, ITS SUCCESSORS OR ASSIGNS, MAY DECLARE A TERMINATION IN FAVOR OF THE GRANTOR, ITS SUCCESSORS OR ASSIGNS OF THE TITLE, AND A TERMINATION OF ALL OF THE RIGHTS AND INTEREST IN THE LAND CONVEYED HEREIN. IF THE GRANTOR, ITS SUCCESSORS OR ASSIGNS RECORDS, AFTER SUCH THREE-MONTH PERIOD EXPIRES, IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO, A WRITTEN DECLARATION OF FORFEITURE REFERRING TO THIS DEED, THEN SUCH DEED AND CONVEYANCE SHALL BE NULL AND VOID, AND ALL INTEREST HEREBY CONVEYED SHALL FORTHWITH AND WITHOUT FURTHER NOTICE TO THE GRANTEE, ITS SUCCESSORS OR ASSIGNS BECOME FORFEITED AND SHALL REVERT TO THE GRANTOR, ITS SUCCESSORS, OR ASSIGNS; PROVIDED THAT ANY REVESTING OR TITLE AS A DAB:cez October 11, 1988 31 -- --- ~ - RESULT OF THESE CONDITIONS SUBSEQUENT 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 AUTHORIZED BY PARAGRAPH 5 OF THIS DEED, AND (II) ANY RIGHTS OR INTEREST PROVIDED IN THIS DEED FOR THE PROTECTION OF THE HOLDERS OF SUCH MORTGAGES. IN WITNESS WHEREOF, the Grantor and Grantee have executed this deed by their respective officers thereunto duly qualified this day of , 1988. GRANTOR: GRANTEE: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF GREATER SAN BERNARDINO, INC. By By Chairman Its By Secretary Approved as to form and legal content: AGENCY COUNSEL DAB:cez October 11, 1988 32 EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION LOTS 19, 20, 21, 22, 23 AND 24, TRACT NO. 2030, FIFTH STREET PLACE SUBDIVISION, AS PER PLAT THEREOF RECORDED IN BOOK 29 OF MAPS, PAGE 49, RECORDS OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA. DAB:cez October 11, 1988 33 EXHIBIT "E" OBLIGATIONS OF AGENCY THE AGENCY SHALL: 1. Convey to Redeveloper the Property described in Exhibit "A" for the sum of $ , $5,000 of which has been paid. 2. Accept a promissory note secured by deed of trust executed by the Redeveloper providing for payment of the $ balance of the Purchase Price in accordance with the amortization schedule attached as Exhibit "G", which shall bear interest at the rate of seven (7%) percent per annum. DAB:cez October 11, 1988 34 EXHIBIT "F" OBLIGATIONS OF REDEVELOPER THE REDEVELOPER AGREES TO: 1. Devote the Property to activities conducted by the Young Women's Christian Association, and other uses primarily for the instruction, enjoyment and betterment of youth, exclusively, until December 31, 2025. 2. Not later than ten (10) calendar days after the date of this Agreement, execute and deposit into Escrow a promissory Note in the sum of $ setting forth the Agency as the payee, secured by a first deed of trust on the Property, payable with interest at the rate of seven (7%) percent per annum in monthly installments, commencing in accordance with the amortization schedule attached as Exhibit "G". DAB:cez October 11, 1988 35 DAB:cez October 11, 1988 EXHIBIT "G" LOAN AMORTIZATION SCHEDULE 36 1 2 3 4 5 6 7 8 9 RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE WITH THE CITY OF SAN ~ERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO, RELATING TO LEASE OF SPACE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLLOWS: SECTION 1. The Mayor is hereby authorized and directed to execute, on behalf of said City, a Lease with the City of San 10 Bernardino, the Redevelopment Agency of the City of San 11 Bernardino, and the Young Women's Christian Association of San 12 Bernardino, relating to the lease of space. This Lease is 13 attached hereto marked Exhibit "A", and incorporated herein by 14 reference as though fully set forth at length. 15 I HEREBY CERTIFY that the foregoing resolution was duly 16 adopted by the Mayor and Common Council of the City of San 17 18 19 20 21 22 23 24 25 26 27 28 Bernardino at a meeting thereof, held on the day of , 1988, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: City Clerk DAB:cez 9/29/88 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A LEASE WITH THE CITY OF SAN BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNAR~I~, AND THE YOUNG WOEMN'S CHRISTIAN ASSOCIATION OF SAN BERNA.RnXNO, RELATING TO LEASE OF SPACE' The foregoing resolution is hereby approved this of , 1988. day Evlyn Wilcox, Mayor City of San Bernardino Approved as to form and legal content: ~ DAB:cez October 17, 1988 2 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 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE CITY OF SAN BERNARDINO, AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNRDINO BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Acting Executive Director of the Redevelopment Agency of the City of San Bernardino is hereby authorized and directed to execute for and on behalf of the Redevelopment Agency of the City of San Bernardino, a Lease between the Redevelopment Agency of the City of San Bernardino, the City of San Bernardino, and the Young Women's Christian Association of San Bernardino, with such non-substantive changes to said Lease as may be approved by the Chairman and the Agency Counsel. A copy of this Lease is attached hereto as Exhibit "A" and incorported herein by reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a meeting thereof, held on the day of , 1988 by the fOllowing vote, to wit: III III III III DAB:cez October 27, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION AUTHORIZING AND DIRECTING THE EXEUCTION OF A LEASE BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE CITY OF SAN BERNARDINO AND THE YOUNG WOMEN'S CHRISTIAN ASSOCIATION OF SAN BERNARDINO AYE S : Commissioners NAYS: ABSENT or ABSTAIN: Acting Secretary The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: By.L;JYAl~~f /JJ'" ./ 7cr~;~ ~ DAB:cez October 27, 1988 2 LEA S E (YWCA) THIS LEASE is made and entered into this day of 1988, by and between the CITY OF SAN BERNARDINO, a municipal corporation and a Charter City of the State of California, and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public agency, both as their interests shall appear, hereinafter both called "Lessor", and the YOUNG WOMEN'S CHRISTIAN ASSOCIATION of San Bernardino, California, a corporation, hereinafter called "Lessee". WITNESSETH: 1. Lessor for and in consideration of the rental payments to be made, and the covenants and agreements to be kept and performed, by and on the part of Lessee as hereinafter set forth and contained, does hereby lease to Lessee for the term and uses and purposes hereinafter stated, those parcels of land described on Exhibit "A" attached hereto and incorporated herein. 2. This Lease is, and shall be, for the term and period of fifty (50) years from and including the first day of January, 1976, to and including the 31st day of December, 2025. 3. As rental for the parcel of land hereby leased, and the occupancy, use and enjoyment thereof, Lessee shall pay to Lessor the yearly rental of One Dollar ($1.00) per year for each and every year of the term of this Lease, which rental shall be paid annually in advance. DAB:cez October 27, 1988 1 4. Plans and specifications for all improvements to the real property shall be prepared by the Lessee at its expense; said plans, specifications and all improvements shall be subject to the approval of the Planning Director and the Director of Parks, Recreation and Community Services Department of the City of San Bernardino. Each set of the said plans and specifications will be identified by the signature of the Director of Public Works of the City of San Bernardino and the signature of a representative of Lessee; one of which sets of plans and specifications will be delivered promptly to Lessor. Furthermore, the Lessee shall, at its own expense, landscape, beautify, plant and maintain the entire available area of the leased premises, subject to the approval of the Planning Director and Parks, Recreation and Community Services Director of the City of San Bernardino. Lessee shall furnish or cause to be furnished all material, equipment, labor and supervision to complete the construction of all improvements to the leased premises according to said plans and specifications, and all construction and work therein specified shall be in accordance with the provisions of the ordinances and laws of the City of San Bernardino and any other governmental authority applicable thereto. In the event of conflict between any of such specifications and any of such ordinances or laws, Lessee shall be governed by and comply with such ordinances or laws insofar as they conflict with such specifications but shall not otherwise deviate from said DAB:cez 2 October 27, 1988 specifications. During the construction of any improvements, an engineer or architect designated by the Lessor, or his duly appointed representative, shall have complete access to the site, structures, improvements and equipment. Lessee shall designate some responsible person to be in charge of said construction who will be available to confer with such engineer or architect. Any amendments to the approved plans and specifications or change orders, relating to the building and landscaping projects for the leased premises, and the construction and maintenance thereof by the Lessee, shall be subject to the prior written approval of the Planning Director and Parks, Recreation and Community Services Director of the City of San Bernardino. 5. Lessee covenants and agrees with Lessor as follows: (a) That Lessee will not use said premises for any unlawful purposes; (b) That Lessee will pay rent as above specified; (c) That Lessee will use said premises in a careful and proper manner; (d) That Lessee will comply with such lawful requirements of state, municipal and public authorities as they relate to its use and occupancy of said premises; (e) That Lessee will maintain said premises and improvements and make all replacements and repairs necessary to said premises and improvements during the term hereof, ordinary wear and tear excepted; DAB:cez October 27, 1988 3 (f) That Lessee will permit Lessor to examine said premises during usual business hours; (g) That Lessee will pay for all gas, electricity, light, heat, power, water and other service or utility used on or supplied to said premises; (h) That Lessee will not commit or suffer, or permit any waste of the leased premises, or any building or buildings placed on the leased premises by Lessee; (i) That Lessee will, at all times, maintain the leased premises and any such building or buildings in a neat and orderly condition; (j) That Lessee will, at all times, keep the leased premises free and clear of mechanic's liens that might arise out of making any repairs or improvements on said premises by Lessee; (k) That lessee will pay all real and personal property taxes of any character or description including both those on the possessory and reversionary interests assessed by any taxing authority on the leased premises at any time during the term of the Lease; and (1) That Lessee will be responsible for and pay any and all costs of the management, maintenance, and repair of the leased premises including any improvements placed thereon and for all utilities used in the operation, use or occupancy of said premises. 6. Said YWCA building and improvements currently upon the said premises, or to be erected in the future, shall be used for DAB:cez October 27, 1988 4 be removed therefrom. shall immediately become part of the leased property and may not term of the Lease be erected On the leased Premises by Lessee All bUildings and improvements which now eXist Or may during the of YWCA members and the residents of the City of San Bernardino. recreational, CUltural and educational actiVities for the benefit which maYor COUld ripen into liens. described property harmless from any and all demands and claims alteration Work done by it, and Will hOld Lessor and the above materialmens' bills ariSing from construction, repair Or liens and that it will fUlly pay and diScharge all labor and keep the leased premises free from laborers' and materialmens' Lessee COvenants and agrees that it Will structures or improvements at any time upon said premises. cost of any construction, alteration Or repair by Lessee of any post and maintain notices thereon of non-responsibility for the times, have the right to enter upon the leased premises and to The Lessor shall, at all during the term of this Lease an insurance POlicy or POlicies improvements. That Lessee Will procure and maintain in force amount equal to not less than the replacement cost of sUCh to Shock or earthquake, and War damage (when procurable) in an malicious mischief, and insured against loss or destruction due standard extended Coverage endorsement, and by vandalism and against loss Or damage by fire and other risks covered by keep all of the improvements on the leased premises insured which the term of this Lease commences, and at its OWn expense, 7. Lessee shall, at all times on and after the date On DAB:cez October 27, 1988 5 Any sublessee for day care services which sublease is approved and entered into, pursuant to paragraph 15 hereof, or otherwise, shall provide an additional insurance policy or policies insuring Lessor and its officers, employees and agents against public liability and property damage in the amount of One Million Dollars ($1,000,000) Combined Single Limit. 8. Lessee shall, at Lessee's expense obtain all necessary permits and licenses for the construction of such improvements, give all necessary notices and pay all fees and taxes required by law. 9. Notwithstanding any law now in force or hereafter enacted, this Lease shall not terminate or be affected in any manner, except as herein otherwise provided, by reason of the damage to, or total or substantial or partial destruction of any building currently or hereafter erected upon the leased premises, or by reason of the untenantability of the leased premises or any part thereof. Should the whole or any part of said building at any time be partially or totally destroyed by any cause during the term of this Lease, such building may at Lessee's option be exercised by written notice to Lessor within thirty (30) days after such partial or total destruction, and at its own expense, be restored or repaired by Lessee, or replaced by it, with a modern building of equal or greater value and suitable to the same needs of Lessee. In the event such option is so exercised, Lessee shall so proceed and the proceeds of any fire or property damage DAB:cez October 27, 1988 7 insurance shall be available to Lessee for use by Lessee in such amount as may be necessary for the purpose of clearing, repairing or removing damage or restoring or rebuilding the building, and Lessee shall have the right and authority to adjust losses and execute proofs of such losses in the name of Lessor, Lessee, or both. In the event Lessee shall fail to exercise its option to restore or repair, or rebuild as herein provided, or to communicate notice of such election in writing to Lessor, all such insurance proceeds received on account of such destruction or damage shall belong to and be delivered to Lessor. In such event, Lessor may terminate this Lease without further notice to Lessee. 10. At the expiration of this Lease, the Lessee agrees that the Lessor shall have the right to enter into and upon the land and premises, and repossess itself thereof, and that all buildings, structures and improvements of whatever kind and nature erected upon said land during the life of this Lease shall revert to the Lessor and become its property in fee simple without process of law. Notwithstanding anything to the contrary provided herein, Lessee shall have the right to remove from said premises all personal property and equipment used by it during the term of this Lease. At the end of the Lease term hereof, or any extension hereof, or upon any termination hereof, Lessee agrees to vacate the premises and to leave same in good condition, reasonable wear and tear excepted. DAB:cez October 27, 1988 8 11. In the event of the commencement, prosecution or consummation during the term of this Lease of any condemnation proceedings or proceedings in eminent domain covering, touching, or affecting all or any part of the leased property, the award payable on account of such taking or condemnation shall be payable to Lessor and Lessee in such proportions as the parties may agree upon or as may be determined in any such condemnation or eminent domain proceedings. In the event a part of the premises is taken, this Lease shall continue in force and effect as to that part of the premises not taken. 12. Building, improvement and landscaping plans and specifications, the location and size of buildings, structures and improvements and the type of construction, style of architecture, and materials to be used in such buildings, structures or improvements, shall be subject to the approval of the Lessor as hereinabove set forth. 13. Lessor reserves the right to grant such easements or establish such rights-of-way over, under, along and across said leased premises for utilities, thoroughfares or access as it may deem advisable for the public good. 14. Except for reasonable janitorial and maintenance costs, Lessee agrees to provide free use of available rooms and other facilities on the premises to Lessor at such times and under such conditions as Lessee and Lessor shall jointly determine to be reasonable. DAB:cez October 27, 1988 9 15. The Lessee covenants not to sublet the demised premises or any part thereof, nor to grant any concession to be operated on the demised premises, nor to assign, hypothecate, mortgage, make over or encumber this Lease, or the term of the leasehold hereby created or any portion of the Lease of the herein demised premises, without having first obtained the written consent of the Lessor. No person, persons, firm or corporation shall acquire, in any manner, any right to this Lease, or the term hereby created, or to the premises herein demised by the Lease, through any act, or acts of the Lessee, without having first obtained the written consent of the Lessor. Lessee may rent or sublet space or rooms in the buildings erected on the leased premises for recreational, cultural and educational purposes to civic groups and organizations, providing the schedules of rental rates for said room are approved by the Administrative Officer of Lessor. 16. Lessee agrees for itself, and its successors and assigns, and every successor-in-interest to the demised premises, or any part hereof, that the Lessee and such successors and assigns shall not discriminate upon the basis of race, sex, marital status, color, creed, religion, physical handicap, national origin, or ancestry in the sublease, renewal or transfer, or in the use, occupancy, tenure, or enjoyment of the demised premises or any improvements erected or to be erected thereon, or any part thereof, nor shall the Lessee itself or any DAB:cez October 27, 1988 10 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, subtenants, or sublessees of the demised premises, or any part thereof. 17. The Lessee, for itself and its successors and assigns, agrees that: A. The Lessee 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 Lessee shall take reasonable action to insure 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 origin or ancestry. Such 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, Lessee agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. B. Lessee shall, in all solicitations or advertisements for employees placed by or on behalf of the Lessee, state that all qualified applicants will receive consideration for employment without regard to race, sex, marital DAB:cez October 27, 1988 11 status, color, creed, religion, physical handicap, national origin or ancestry. c. Lessee shall comply with all applicable local, state and federal laws and regulations relating to equal employment opportunity. D. Lessee shall include the provisions of subdivisions A through C of this paragraph 17 in every contract, and shall require the inclusion of these provisions in every subcontract entered into by any of its contractors, unless exempted by applicable laws, rules or regulations, and such provisions shall be binding upon each such contractor, subcontractor, or vendor, as the case may be. 18. In the event (a) that Lessee shall default in the performance or fulfillment of any covenant or condition herein contained on its part to be performed or fulfilled, and shall fail to cure such default within thirty (30) days following the service on it of a written notice from Lessor specifying the default or defaults complained of and the date on which its rights hereunder will be terminated as hereinafter provided of such default or defaults is or are not cured, or (b) that Lessee shall file a voluntary petition in bankruptcy, or (c) that Lessee shall be adjudicated a bankrupt, or (d) that Lessee shall make a general assignment for the benefit of creditors then, and in either or any of said events, Lessor may at its option, without further notice or demand upon Lessee or upon any person or persons claiming by, through or under Lessee, immediately cancel DAB:cez October 27, 1988 12 and terminate this Lease and terminate each, every and all rights of Lessee and of any and all persons claiming by, through or under Lessee, in or to the leased premises and in or to the further possession thereof, in which event the leased premises shall immediately revert to the Lessor, together with any and all improvements placed thereon and lessor may thereupon enter into and upon the leased premises and repossess the same and expel Lessee and any and all persons claiming by, through or under Lessee. The rights a~d remedies of Lessor, as hereinabove set forth, are cumulative only and shall in no way be deemed to limit any of the other provisions of this Lease or otherwise to deny to Lessor any right or remedy at law or in equity which Lessor may have or assert against Lessee under any law in effect at the date hereof, or which may hereafter be enacted or become effective, it being the intent hereof that the rights and remedies of lessor, as hereinabove set forth, shall supplement or be in addition to or in aid of the other provisions of the Lease and of any right or remedy at law or in equity which lessor may have against said Lessee. 19. Lessor reserves, and shall always have the right to enter said premises for the purposes of viewing and ascertaining the condition of the same and for the purpose of operating and maintaining pipelines on said premises and for the purpose of making repairs to or developing the water system of Lessor, or to protect its interests in the premises or to inspect the operations conducted on said premises. The Lessor hereby DAB:cez October 27, 1988 13 reserves all rights, title and interest in any and all gas, oil, mineral and water upon or beneath said leased premises. Lessor shall have the right to enter upon said leased premises for the purpose of drilling, operating and maintaining such installations as are necessary or desirable for the development of said gas, oil, mineral and water rights. In the event that such entry or inspection by Lessor discloses that said premises are not in a safe or healthy condition, Lessor shall have the right, after ten (10) days' written notice to Lessee, to have any necessary maintenance work done for and at the expense of Lessee, and Lessee hereby agrees to pay promptly any and all costs incurred by Lessor in having such necessary maintenance work done in order to keep said premises in a safe or health condition. In the event said costs are not paid by Lessee to Lessor within twenty (20) days after the request therefor by Lessor, then said sums shall bear interest at the rate of ten percent (10%) per annum. The rights reserved in this section shall not create any obligations on Lessor or increase obligations elsewhere in this Lease imposed on Lessor. 20. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies, or may at the option of Lessor, operate as an assignment to it of any or all such subleases or subtenancies. DAB:cez October 27, 1988 14 21. The waiver by Lessor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver or such terms, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease, other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent, nor shall any failure on the part of Lessor to require or exact full and complete compliance with any of the covenants, conditions or agreements of this Lease be construed as in any manner changing the terms hereof, or estop Lessor from enforcing the full provisions hereof, nor shall the terms of this Lease be changed or altered in any manner whatsoever other than by written agreement of the Lessor and Lessee. 22. Any holding-over after the expiration of said term for any cause shall be construed to be a tenancy from month-to-month, at any rental selected by Lessor which has been in effect during the term, and shall otherwise be on the terms and conditions herein specified so far as applicable. Such hOlding-over shall include any time employed by Lessee in removing fixtures. 23. Lessor reserves the right to review the rules and regulations promulgated by Lessee for the use of space or rooms erected on the leased premises. If Lessor rejects such rules and DAB:cez 15 October 27, 1988 regulations, Lessee agrees to submit new rules and regulations that meet with Lessor's approval. 24. Lessor reserves the right to review all rates or charges of whatever nature and for whatever purposes for use of the building or equipment therein, imposed by Lessee. If Lessor rejects such rates or charges as being excessive, Lessee agrees to submit new rates or charges that meet with Lessor's approval. 25. All notices herein required shall be in writing and delivered in person or sent by certified mail, postage prepaid, as follows: City Administrator City Hall 300 North "D" street San Bernardino, CA 92418 Young Womens' Christian Association 567 Sierra Way San Bernardino, CA 92418 26. If any section, subsection, paragraph, sentence, clause, phrase, or portion of this Lease is invalid, or shall be held to be invalid, such invalidity shall not affect the validity of the balance or remainder. 27. The provisions of this Lease shall bind the assigns and successors-in-interest of the parties hereto. 28. Time is of the essence with respect to the performance of the terms, provisions, covenants and conditions of this Lease. III III III III DAB:cez October 27, 1988 16 - -- ...-y'" ..,C .-"7'" ..,.,. IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease on the date first hereinabove written. CITY OF SAN BERNARDINO By Mayor ATTEST: City Clerk COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman Approved as to form and legal content: AGENCY COUNSEL ~~ YOUNG WOMEN'S CHRISTIAN ASSOCIATION "Lessee" By Title Approved as to form and legal content: ~~) C~y Attor ey DAB:cez October 27, 1988 17 REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins. Acting Executive Director SUBJECT: AFFIRMATIVE ACTION SERVICES DATE: NOVEMBER 14. 1988 Synopsis of Previous Commission/Council/Committee Action: 09-06-88 Resolution No. 5145 adopted which approved the Redevelopment Agency Budget for fiscal year July 1. 1988 through June 30. 1989. 10-27-88 Redevelopment Committee reviewed Agreement and continued the item to the November 10. 1988 meeting. 11-10-88 Redevelopment Committee reviewed and recommended approval. Mayor and Common Council A) Move to adopt a RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO. ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FOR AFFIRMATIVE ACTION SERVICES. Community Development Commission B) Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO REGARDING AFFIRMATIVE ACTION SERVICES. i~~~/2~ S'g ature . Contact Person: James E. Robbins Phone: 384-5081 Supporting data attached: YES FUNDING REQUIREMENTS: Amount: $ Ward: ALL Project : All No adverse impact on City: Date: NOVEMBER 21. 1988 Council Notes: Agenda Item No. ;It) 1574R/JLV/mv 11-21-1988 S T A F F R E P 0 R T The Agency's Administrative Budget provides for payment of services rendered by Affirmative Action office staff. The scope of said service is in the Agreement attached hereto for your review and consideration. This agreement process is similar to the agreements previously entered into for Planning Services, Weed Abatement and Building Code Inspectors with the City. At the Committee meeting of October 27, 1988 information regarding the hourly breakdown was requested. The breakdown will reflect: Affirmative Action Officer: $7,000 - $25.27 = 277 hours annually or 23.08 hours per month. Affirmative Action Clerk: 7.16 hours per month. These figures reflect the Affirmative Action Officer with 76% of the total amount and the clerk with 24%. $1,000 - $11.55 = 86 hours annually or Staff recommends approval of agreement. 1574R/JLV/mv 11-21-1988 1 2 3 RESOLUTION NO. 4 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF 5 AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO REGARDING AFFIRMATIVE 6 ACTION SERVICES 7 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 9 SECTION 1. The Acting Executive Director of the 10 Redevelopment Agency of the City of San Bernardino is hereby 11 authorized and directed to execute, for and on behalf of the 12 Redevelopment Agency of the City of San Bernardino, an Agreement 13 between the Redevelopment Agency of the City of San Bernardino 14 and the City of San Bernardino regarding affirmative action 15 services. A copy of this Agreement is attached hereto as Exhibit 16 "A" and incorported herein by reference as though fully set forth 17 at length. 18 I HEREBY CERTIFY that the foregoing resolution was duly 19 adopted by the Community Development Commission of the City of 20 San Bernardino at a 21 thereof, held on the 22 following vote, to wit: regular meeting day of , 1988 by the 23 III 24 III 25 III 26 III 27 III 28 DAB:cez October 17, 1988 1 1 2 RESOLUTION RE: THE EXECUTION OF AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY 3 OF SAN BERNARDINO REGARDING AFFIRMATIVE ACTION SERVICES 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Commissioners AYES: NAYS: ABSENT or ABSTAIN: Acting Secretary The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino 21 Approved as to form and legal content: 22 23 24 AGENCY COUNSEL BY:~ fiennis A arlow 25 26 27 28 2 DAB:cez October 17, 1988 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZ ING THE EXECUTION OF AN AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO# ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FOR AFFIRMATIVE ACTION SERVICES BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLLOWS: SECTION 1. The Mayor is hereby authorized and directed to execute, on behalf of said City, an Agreement with the City of San Bernardino and the Community Development Commission of the City of San Bernardino, on behalf of the Redevelopment Agency of the City of San Bernardino, for affirmative action services. This Agreement is attached hereto marked Exhibit "A", and incorporated herein by reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on day of , 1988, by the following the vote, to wit: Council Members AYES: NAYS: ABSENT: 25 26 27 28 City Clerk DAB:cez 9/29/88 1 1 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE REDEVELOPMENT AGENCY OF THE 3 CITY OF SAN BERNARDINO FOR AFFIRMATIVE ACTION SERVICES 4 5 6 7 8 9 10 11 12 13 The foregoing resolution is hereby approved this day of , 1988. Evlyn Wilcox, Mayor City of San Bernardino Approved as to form and legal content: n 1 Hi 17 18 19 20 21 22 23 24 25 26 27 28 2 DAB:cez October 17, 1988 AGREEMENT (Affirmative Action Services) This Agreement is made and entered into effective as of this day of 1988, by and between the COMMUNITY DEVELOPMENT COMMISSION DEVELOPMENT OF THE CITY OF SAN BERNARDINO, on behalf of THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity of the State of California, hereinafter referred to as "Agency" and THE CITY OF SAN BERNARDINO, a charter city, hereinafter referred to as "City". The parties do hereby agree as follows: 1. Recitals (a) Agency periodically needs the assistance of an affirmative action officer to render services relating to affirmative action and equal opportunity. (b) The City, through its affirmative action officer, is prepared to provide such services for Agency and its governing body. 2. Implementation (a) Services. Agency agrees to retain and City agrees to provide the services of the City's Affirmative Action Officer and support staff who shall perform, except as limited herein, necessary services in connection with affirmative action and equal opportunity programs. Such services shall be performed for Agency in the same manner as they are performed for City departments. Such services shall include, but shall not be limited to counseling (specific and general), consultation with DAB:cez November 14, 1988 1 regard to make up of the work force with regard to race, sex and ethnic origin, assisting in setting goals for achievement of parity, sitting as an observer on job interview panels when requested, and advising on the preparation and adoption of an Agency affirmative action plan. In performing the above services, the Affirmative Action Officer shall provide the Agency at least 277 hours over the term of this Agreement. In addition, the Affirmative Action clerk shall provide at least 86 hours over such term. Affirmative Action Officer shall provide monthly reports to Agency to document the number of hours provided. (b) Time of Performance. The services of the Affirmative Action Officer are to commence on July 1, 1988, and shall be undertaken and performed in such a manner as to comport with the purposes of this Agreement. This Agreement shall continue until June 30, 1989, unless sooner terminated by the action of the either Agency or City, however, if no action or Notice of Termination is provided by either party to the other, prior to such expiration date, then this Agreement shall be automatically renewed for successive one-year periods. (c) Compensation. Agency will pay City at a rate of $8,000 per year. (d) Terms and Conditions. This Agreement is subject to and incorporates the provisions of any and all federal regulations concerning the provision of such affirmative action services to Agency in regards to any federally-funded activities. DAB:cez November 14, 1988 2 (e) Termination. This Agreement may be terminated by either Agency or City upon thirty (30) days' notice in writing. (f) Budgetary Constraints. This Agreement, and any extension thereof shall be subject to the budgetary constraints of both the Agency and the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above shown. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman By Secretary Approved as to form and legal content: AGENCY COUNSEL ~,) ATTEST: CITY OF SAN BERNARDINO City Clerk Mayor Approved as to form and legal content: ~ ~ .(L. '" ity Attorney DAB:cez November 14, 1988 3 REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: CCS - LIONEL HELLER - REQUEST FOR ASSISTANCE DATE: NOVEMBER 15, 1988 Synopsis of Previous Commission/Council/Committee Action: 10/28/88 The Redevelopment Committee recommended that Lionel Heller be granted $10,000 in assistance for an off-site sewer line. (COMMUNITY DEVELOPMENT COMMISSION) Recommended Motion: Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A PROPERTY OWNER'S PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LIONEL HELLER. '\i/_r a~ f]Ji-l!n'; fina~~re . Contact Person: James E. Robbins Phone: - 384-5081 Supporting data attached: Yes Ward: FUNDING REQUIREMENTS: $10,000 Project: CCS Date: NOVEMBER 21, 1988 Council Notes: JER:GW:sm:4618G Agenda Item No. ---1-L-- S T A F F R E P 0 R T Mr. Lionel Heller purchased the 1.19 acre parcel of property at 455 So. "0" Street and constructed approximately 15,000 square feet of industrial buildings on the site. This is the first major new development along southern "Oil Street. During the course of construction it was discovered that there was no sewer line in "0" Street which required the installation of 290 feet of sewer line at an unanticipated cost of $11,645. In addition the developer will pay approximately $10,000 for additional landscaping because the development is in the CCS project area. Thus the developer has spent approximately $22,000 for costs that were unanticipated. This project will generate approximately $4,400 per year in tax increment and is expected to generate approximately 14 new jobs in the downtown area. The $10,000 request fits the Commission's guidelines for 3 to 5 year's tax increment in assistance. Staff and the Redevelopment Committee recommend that Mr. Heller be reimbursed $10,000 for installation of off-site sewer line. JER:GW:sm:46l8G 2 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 III RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A PROPERTY OWNER'S PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LIONEL HELLER BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Acting Executive Director of the Redevelopment Agency of the City of San Bernardino is hereby authorized and directed to execute for and on behalf of the Redevelopment Agency of the City of San Bernardino, a Property Owner's Participation Agreement with Lionel Heller. A copy of this Agreement is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Community Development Commission of the City of meeting thereof, held on the San Bernardino at a day of , 1988 by the following vote, to wit: AYES: Commissioners NAYS: ABSENT or ABSTAIN: Acting Secretary 26 III 27 III 28 DAB:cez November 15, 1988 1 RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF A PROPERTY OWNER'S PARTICIPATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LIONEL HELLER 1 2 3 4 5 6 7 8 9 10 11 12 13 14;4y. ~~ \ Agenc Counsel- 15 The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: 16 17 18 19 20 21 22 23 24 25 26 27 28 DAB:cez November 15, 1988 2 PROPERTY OWNER'S PARTICIPATION AGREEMENT LIONEL HELLER CENTRAL CITY SOUTH PROJECT AREA SAN BERNARDINO, CALIFORNIA THIS AGREEMENT, made and entered into this day of 1988, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate and politic (hereinafter "Agency"), and LIONEL HELLER, an individual (hereinafter "Participating Owner"). RECITALS 1. The Central City South Redevelopment Project Area has been established by the Mayor and Common Council of the City of San Bernardino as an area which requires renewal and redevelopment in the interest of the health, safety and general welfare of the citizens of the City of San Bernardino. 2. The Agency has prepared, and the Mayor and Common Council of the City of San Bernardino have adopted, the official Redevelopment plan for the renewal of the project (hereinafter the "Plan"). The Plan was adopted by the City of San Bernardino by Ordinance No. 3572 on the 3rd day of May, 1976. A Certificate of Covenants, Conditions and Restrictions applicable to this property was recorded on October 15, 1976 in Book 9033, Page 807, DAB:cez November 2, 1988 1 official records of San Bernardino County, California. 3. The Plan provides for the participation in the renewal and redevelopment of property in the project area by the owners of various parcels of property if the owners of such property agree to participate in the redevelopment in conformance with the Plan, and enter into an agreement with the Agency to give effect to various improvements of the property. 4. The Participating Owner owns or will be acquiring an interest in certain real property lying within the confines of the project area, which land is described in Exhibit "A" attached hereto and incorporated herein by reference. This agreement is made with the express intent and purpose that the land described in Exhibit "A" shall be redeveloped in accordance with the Plan, and in accordance with the terms of this agreement. 5. The Participating Owner desires to participate with Agency in the renewal and development of the property described in Exhibit "A" by entering into an agreement for the improvement of that property, and this agreement sets forth the terms and conditions of such improvement. IMPLEMENTATION The Agency and Participating Owner, for the considerations and under the conditions set forth hereinafter, do agree as follows: 1. The Plan is incorporated herein by reference and made a DAB:cez November 2, 1988 2 part of this Agreement with the same force and effect as though set forth in full herein. 2. In order to assist the Participating Owner in the redevelopment and improvement of the property covered by this Agreement, Agency agrees to provide certain inducements as assistance to the Participating Owner, which obligations and undertakings of the Agency are set forth hereinafter as Exhibit "B" to this Agreement, "Undertakings and Obligations of Agency". 3. The Participating Owner covenants for itself, its heirs, executors, administrators, successors and assigns, that it will undertake, or cause to be undertaken, the development of the property described in Exhibit "A" by developing the property and improving the property in accordance with those "Undertakings and Obligations of Participating Owner" set forth hereinafter on Exhibit "C", which is annexed hereto and incorporated herein by reference. The undertakings set forth in Exhibit "C" are made by Participating Owner with the expectation that they will be relied upon by Agency, and are undertaken with the knowledge that Agency is acting in reliance thereon, and that each of the dates specified therein is of the very essence of this Agreement, and that the nature, purpose and scope of the development are also of the very essence of this Agreement. 4. For all construction of any public works (as defined in Labor Code Section 1720) contemplated hereunder, all laborers and mechanics employed by the Participating Owner and by any of its contractors, subcontractors, or other entities working directly DAB:cez November 2, 1988 3 upon the project covered by this agreement shall be paid unconditionally and not less often than once each week, and without subsequent deduction or rebate on any account the full amount due (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 Director of Industrial Relations of the California Department of Labor). The full amount due at the time of payment shall be computed at wage rates not less than those contained in the published wage determination decision of the Director of Industrial Relations applicable to San Bernardino County, regardless of any contractual relationship which may be alleged to exist between the ~ Participating Owner, any contractor or subcontractor, and any such laborers and mechanics. Participating Owner further agrees that this section shall inure to the benefit of the Agency and for the benefit of all laborers and mechanics employed upon the work covered by this Agreement as third party beneficiaries. Agency and any aggrieved employee are each authorized to file an action in any court of competent jurisdiction against the Participating Owner and 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, together with any other amounts authorized to be collected as a result of such action. Participating Owner agrees for itself, its contractors and DAB:cez November 2, 1988 4 subcontractors, to pay reasonable attorney fees and court costs if the Agency or employee prevails in any such action. The Participating Owner agrees that this provision shall be inserted in any contract for public works between Participating Owner and any contractor, and that all such contractors for public works shall also contain a provision that any contractor must make the same provisions applicable in any of its subcontracts with subcontractors on the public works portion of the project. This paragraph shall be applicable only to public works made by Participating Owner which, if done by the Agency, would have been subject to prevailing wage laws, and relates only to off-site improvements. 5. No member, official or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement or in the Property described in Exhibit "A", nor shall any 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 financial interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested. 6. Participating Owner agrees that no officer, employee or agent of the Agency shall be personally liable to the Participating Owner for any obligations under the terms of this Agreement. Any obligations undertaken are those of the Agency, and not of the individual officers, employees or agents thereof. 7. The development covered by this Agreement is a private DAB:cez November 2, 1988 5 undertaking of the Participating Owner, and the Participating Owner shall have full and exclusive control of the property herein described, subject only to the limitations and obligations of the Participating Owner undertaken herein, and subject to the provisions of the Plan. 8. The Participating Owner, for itself, its executors, administrators, heirs, successors and assigns, and all persons or entities claiming under or through them, or any of them, in this paragraph collectively referred to as "Participating Owner", covenants and agrees that: A. The Participating Owner will and shall carry out the work of the redevelopment of the property as specifically provided for in this Agreement. B. Participating Owner shall not discriminate against or permit any of its contractor or subcontractors to discriminate against, or permit any of its tenants, lessees, renters, or subsequent owners of the property, to discriminate against any person or groups of persons on account of race, sex, marital status, color, creed, religion, physical handicap, national origin, or ancestry, in the construction, improvement, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property covered by this Agreement, nor shall any persons claiming under or through the Participating Owner establish or permit any such practice or practices of discrimination or segregation to exist with reference to the selection, location, number, use or occupancy of tenants, lessees DAB:cez November 2, 1988 6 or vendees in the property covered by this Agreement. c. This property is subject to a covenant running with the land to enforce the terms and provisions of paragraph 9B, and this non-discrimination provision shall be specifically referred to in any conveyance of the property covered by this Agreement hereafter, in addition to any other covenants which may run with the land and which shall be binding upon the Participating Owner, its heirs, executors, administrators, successors and assigns, and all persons claiming under or through them. These covenants shall inure to the benefit of and be enforceable by the Agency, its successors and assigns, and shall run in perpetuity in favor of the Agency. In the event of any breach of said covenants, the Agency shall have the right to exercise all the rights and remedies available at law or in equity to cure such breach, including the right to seek specific performance and to seek specific compliance with the terms and conditions of this Agreement. In the enforcement of the provisions of these covenants, Agency shall have the right to seek enforcement only against the person who then owns, operates a business upon, leases, subleases or otherwise uses the single lot or specific portion of the property upon or to which the alleged breach relates, and shall bring no action against any person not directly affected with the breach alleged to have occurred. D. No provision in this Agreement is intended to limit, affect or impair the rights of other secured parties or DAB:cez November 2, 1988 7 other encumbrances upon the property subject to this Agreement, and this Agreement has no effect upon obligees desiring to pursue any remedies as to the enforcement of any pledge or lien upon the property subject to this Agreement; provided, however, that in the event of a foreclosure sale under any mortgage, deed of trust, or other lien or encumbrance, or a sale pursuant to any power of sale contained in any such mortgage or deed of trust or the acceptance of a deed in lieu of foreclosure, the purchaser or purchasers and their successors and assigns, and the property covered hereby, shall be and shall continue to be subject to all of the conditions, restrictions and covenants herein provided for in Paragraph 9B. 9. Agency agrees that upon completion of the development by the Participating Owner in performance of this Agreement, Agency shall, subsequent to the issuance of a certificate of occupancy by the City of San Bernardino, cause to be prepared and recorded a Certificate of Compliance or a partial Certificate of Compliance substantially in the form attached hereto as Exhibit "D", and by this reference made a part hereof, which Certificate of Compliance or partial Certificate of Compliance will state that the rights reserved to the Agency under this Agreement shall cease to exist, except those specific covenants of Paragraph 9B which shall continue in effect. The covenant set forth in Paragraph 9B shall run with the land, and be binding upon all successor owners or occupants of the premises in perpetuity, and that obligation shall not be released by the recording of a DAB:cez November 2, 1988 8 Certificate of Compliance or partial Certificate of Compliance. 10. Participating Owner acknowledges that Agency is incurring substantial financial obligations in order to carry out its obligations hereunder, and that ability of the Agency to meet those financial obligations depends almost entirely upon tax increment realized by Agency from the development contemplated hereunder. The Agency contemplates that the Agency may borrow funds based upon expected tax increments from this development as the major, if not sole, source of repayment. 11. In the event of default, Agency shall have such other rights and remedies as may be permitted by law, without limitation. 12. This Agreement shall be in full force and effect as of the date that this Agreement is signed by and on behalf of both parties, and shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors or assigns from the date of its execution. 13. Any notices required or authorized to be given by one party to the other shall be deemed effective if mailed by certified or registered mail, return receipt requested, to the following address or such subsequent address as to which notice of change of address has been served. III III III DAB:cez November 2, 1988 9 AGENCY PARTICIPATING OWNER Redevelopment Agency of the City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 Lionel Heller 202 W. Hillcrest Avenue San Bernardino, CA 92412 IN WITNESS WHEREOF, the Agency and Participating Owner have executed this Agreement effective as of the date first above written. COMMUNITY COMMISSION DEVELOPMENT OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman By Secretary Approved as to form and legal content: PROPERTY OWNER By Lionel Heller DAB:cez November 2, 1988 10 ATTACHMENTS Exhibit "A", Legal Description of Property Exhibit "Bn, Undertakings and Obligations of Agency Exhibit "C", Undertakings and Obligations of Participating Owner Exhibit "D", Form of Certificate of Compliance DAB:cez November 2, 1988 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The property which is subject to this Agreement is that certain parcel(s) of property situated in the City of San Bernardino, County of San Bernardino, State of California, described as follows: Lots 29, 30, 31, 32, 33 and 34 of the White's Subdivision No. 2 as per plat recorded in Book 23 of Maps, Page 31 in the Office of the County Recorder, San Bernardino County, state of California. DAB:cez November 2, 1988 EXHIBIT "B" UNDERTAKINGS AND OBLIGATIONS OF AGENCY AGENCY AGREES TO: 1. Upon completion of construction to the satisfaction of Agency, pay to Participating Owner the sum of $10,000 to offset the extraordinary costs required by Participating Owner in developing the property. DAB:cez November 2, 1988 EXHIBIT "C" UNDERTAKINGS AND OBLIGATIONS OF PARTICIPATING OWNER PARTICIPATING OWNER AGREES TO: 1. Develop an industrial complex of at least 15,000 square feet. 2. Maintain its landscaping, parking areas (including off-site) and all building exteriors to acceptable industry standards. Should Participating Owner disagree with a direction of Agency to upgrade its maintenance program, such direction may be appealed to the Community Development Commission. 3. Should a majority of the remaining parcels (or if including Participating Owner's parcel, a majority would be created) agree to form or join any landscape maintenance and/or assessment district during the ten (10) years immediately fOllowing the execution of this Agreement, Participating Owner shall agree to join such district. DAB:cez November 2, 1988 EXHIBIT "0" CERTIFICATE OF COMPLIANCE FOR PROPERTY OWNER'S PARTICIPATION AGREEMENT WHEREAS, ------------------------------ hereinafter referred to as the "Owner Participant", has entered into a Property Owner's Participation Agreement with the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, hereinafter called the "Agency"; and WHEREAS, said Property Owner's Participation Agreement, dated the ___ day of _____, 19 as Document No. in the Official Records of the County of San Bernardino, State of California; and WHEREAS, in Section of the Property Owner's Participation Agreement the Owner Participant and the Agency agreed that, upon the completion by the Owner Participant of the improvements, namely ----------------------------------- -------------------------- in a manner satisfactory to the Agency and subsequent to the issuance of a Certificate of Occupancy by the City of San Bernardino, the Agency would cause to be prepared and recorded a Certificate of Compliance. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of San Bernardino, California, that the Agency does hereby determine, conclusively certifies, and gives notices that the Owner Participant has fully satisfied, terminated, and completed, for itself, its successors and assigns, all covenants DAB:cez November 2, 1988 -- - - .... .... ... ... ---.... and agreements with respect to the Obligations of Owner Participant for the building upon and improvements to said land, carried out in conformity with the fire, health, and building code requirements of the City of San Bernardino, and the provisions of the Redevelopment Plan for the _______________________ Project Area, and the Declaration of Restrictions, and in accordance with the final plans and specifications approved by the Agency, and the dates for the beginning and completion thereof, provided for in said Agreement, upon the hereinafter described real property. IN WITNESS WHEREOF, the Agency has caused this Certificate to be duly executed on its behalf and its seal to be hereunto affixed and attested on this day of , 1988. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman By Secretary Approved as to form and legal content: By Agency Counsel DAB:cez November 2, 1988 ...--- .... ~ REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: TRI-CITY - SANTA FE REQUEST FOR ASSISTANCE DATE: NOVEMBER 15, 1988 Synopsis of Previous Commission/Council/Committee Action: 10/27/88 The Redevelopment Committee recommended an agreement with Santa Fe Railroad for $100,000 in relocation assistance. (COMMUNITY DEVELOPMENT COMMISSION) Recommended Motion: Move to adopt a RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A RELOCATION ASSISTANCE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY. t!rvr.,~ I2>ilJL; ~ature Contact Person: James E. Robbins Phone: Ward: 384-5081 Supporting data attached: 1st FUNDING REQUIREMENTS: $100,000 Project: TC Date: NOVEMBER 21, 1988 Council Notes: JER:GW:sm:4620G Agenda Item No. /l ,..---- S T A F F R E P 0 R T The Santa Fe Railroad has been negotiating to relocate their Western Regional Control Center in the Tri-City Project area. Santa Fe has also been considering a location in the City of Ontario. A unique factor in the relocation is the need for extensive modification of the building for electronic equipment which will also produce additional tax increment. Retention of this facility in the City of San Bernardino would retain 90 jobs and result in the creation of an additional 90 jobs. The exact amount of tax increment that would result from this facility is unknown but Santa Fe will spend approximately $3.8 million dollars on special equipment needed to operate the facility (see attached). This alone will result in $38,000 a year in gross tax increment. Santa Fe has requested $100,000 from the Redevelopment Agency in relocation assistance. Granting this assistance will assure that Santa Fe will relocate to Tri-City and result in a total of 180 jobs (90 new and 90 retained). Because Santa Fe's occupancy will require extensive modification to the building for microwave and power generation facilities, staff and the Redevelopment Committee recommends that the Redevelopment Agency enter into an agreement with Santa Fe to reimburse $100,000 in actual relocation expenses. Under the terms of the Relocation Assistance Agreement, the Redevelopment Agency will reimburse Santa Fe $100,000 upon issuance of a Certificate of Occupancy. JER:GW:sm:4620G 2 ,ECE1VED €I, OCT 1 1188 , ) n. AtclI1.oa, 'S'1>peka IPI4 _ta Fe BaDway ~pany ODe Santa F. Plaza uoo Eat Sheila Street Loa Aftge1... Califonda 10040 213/267-5455 ~.~.......... October 10, 1918 File: 01001793-65 Trl Cit)' Corpc:liltloft Center 303 E. Vanderbui1t Way. SuIte 270 San Bernardino, CA 92408 Attn: Mr. R. Q. MacDoaald Gentlemen: ThI.letter II to explain why the Santa Fe feels their propoHd DeW Yard Office bas tome very unique requirements, which are critical tor the operatloa or traiM In California. . This office bufldJnal. the bead offtce for tbe entire Calltonda DlvSslon aDd It Is responsible for all tralnl which operate In this 8tate. There Is a 1arJe computer Dispatcher', Center In tbJs buIldift& which COl1IiatI of .even dispatcher ,tations. Each dispa~ bu I1x larIe color TV tcreeDI. where be can lee .n the trains In his delllnated area. He Will control the direction. Ipeed and IWftc:hlnl for an main Une trains in bls area. which could be from 100 miles to SOO mUes ot malD line track. There It a Chief Dispatcher who helpl coordinate the trains between the Ieven different areas. This CODtrol of tralnlll done by a microwave communications iyltem with le'Veral re1ayltadool throuabout the lUte wldch wUl COlt approximately $1.200,000.00. ThIs control ot trains mUlt be in operation 24-bour1 . day, 360 da)'l a )'eaI' aDd It very Important that Santa Fe be able to maintain control of their trains at 8U times. For ~ dJ1s reason they require two backup power Q'Btems In case of a power tanure. One t. . .tandby senerator with enou&b power to run their entire operation indefinitely. The second Is a battery standby I)'Item in case the lenerators fall to start. ThiI has a 2-bour capaCity aDd lllar&e enouSh tor the entire operation. These two I)'Itema cost $604.000.00. ThIs power Is needed to operate a series of tarae IIpal computers which are the brains for the controUinI of tpeed and .wltching of 8n trains on our main 1lne track throU&hout the entire state. Thl51)'Stem COIta $1,989.500.00. All train crews for the entire state are called to work and are assigned duties from this location. This II 8110 done through a larae computer which COlts $50,000.00. It is very easy to lee that If Santa Fe could not maintain this system. It could cause major problems for our company. . -... ~ .........- .. ... October 10, 1988 File: 01001793-65 Paae Two San Bernardino .. one of many locations that Santa Fe Ranway has coasldered for new Division Office Bullding. This Is our part of a restructurln& program In which the Santa Fe Is IOIna from eleven JI'8nd divisions 'CO six srand divisions. In this ratructurlna process, It II Important to Santa Fe to Ibow .the publlc aDd tbetr . employel that we are a modem, hip tech company. W. want to project to the public the Imale of a prosreesfve CODlpany, wbo wll1 be In tbe trII~tatlon busiDea for many years. Ve,r)' yuty ~. I/.A:J tU~ H. G. Webb Cblef Enameer '973e TRI.Cln c......,. c,.,.. June 22, 1988 [iJ) E li iE D ~ iE fal lffi 'Ut.I '. ~ '.:U~~ U:V " .. '=- ._~'" Mr. Bruce Varner GRF.S1Wo1, VARNER, SAVNZ, R:lIAN , TIUlEN 600 N. ArroINhead San Berrlal:di1x:>, Ca 92401 Re: R.D.A. Re.iDbJrsenent - Santa Fe Facility Dear Bruce: GRESH.\M. VARNtl'i. IAVAGE.t NOLAN & TilDEN Included for your infonnation and use, please mte the following cost breakdown regarding special ):,lj 1 ding aleni.ties and their associated costs : IfF iiII-~ u. P . S ./Fl'cerqercy Generation !bI; -n O:mp.1ter Flooring After Iblrs 0:mp.1ter lain Heating , Air O:mdi.tiani.ng Jld:tit.i.alal PoIer SUpply (200 AtIps) Q:r.puterized Signal Cbntrols O:r.r.lmi.cation Microwave ~p. $300,000 $ 50,000 $400,000 $ 25,000 $ 1.5 (million) $ 1.0 (m; llial) Santa Fe also infcmns us that the reinbJrSE!lle!lt of approximately $100,000.00 dollars will result in their relocating their Western Regional Cbntrol Center within the City of San Bernardin::>. '1hi.s will result in the maintenance of ninety jcbs and the creation of an addi.- tional ninety-five jobs. It is my urXierstanding that the Re-Developlent Ccmnittee would like a fonnal request of these :funds prior to their next meeting on June 23, 1988. Please Mvise Best Regards, I .~. ~~Cl 0 l-rr:r~U(pl'> R;)derick O. MacIkmald Vice President . Director of Contruction cc: John E. ().1i.nton Tri-ci.ty File IO<1Iysd 485 Carnegie Dr've San Bernard;no. CA 02408 (714) 3815301 ... :"-'.fo'::~"~ :-' ~I",~.r ~4~' ...~:: " 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 III RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A RELOCATION ASSISTANCE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Acting Executive Director of the Redevelopment Agency of the City of San Bernardino is hereby authorized and directed to execute for and on behalf of the Redevelopment Agency of the City of San Bernardino, a Relocation Assistance Agreement the Atchison, Topeka and Santa Fe Railway Company. A copy of this Agreement is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a meeting thereof, held on the day of , 1988 by the fOllowing vote, to wit: AYES: Commissioners NAYS: ABSENT or ABSTAIN: Acting Secretary 28 27 III DAB:cez November 15, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF A RELOCATION ASSISTNCE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: 14 By: ~.Jxt:?~ 15 7'=/A~;~g;c~~~sel 16 17 18 19 20 21 22 23 24 25 26 27 28 2 DAB:cez November 15, 1988 -- RELOCATION ASSISTANCE AGREEMENT This Relocation Assistance Agreement (the "Agreement") is made and entered into this day of , 1988, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate and politic (the "Agency"), and the ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, a Delaware corporation, ("Santa Fe"). RECITALS 1. Santa Fe anticipates relocating its Western Regional Control Center to the Tri-City Project Area. 2. Such relocation will retain ninety (90) jobs for the City and will likely result in the creation of an additional ninety (90) jobs. 3. Santa Fe plans to expend approximately $3.8 million on special equipment needed to operate this facility, which expenditure alone will result in approximately $30,000 per year in tax increment to the Agency. 4. Such an anticipated move will require extensive modifications to the existing building for microwave and power generation facility. AGREEMENT NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, TERMS AND PROVISIONS HEREINAFTER SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS: DAB:cez November 15, 1988 1 Section 1: INCORPORATION OF RECITALS. The Recitals set forth hereinabove are incorporated herein by reference. The parties hereto agree that each and every fact set forth in the Recitals is true and correct, and the parties hereto further agree not to contest anyone or more of such facts in any proceeding brought by any party hereto concerning this Agreement. Section 2: SANTA FE'S OBLIGATIONS. Santa Fe agrees to undertake and complete on or before October 1, 1989, the construction and installation of a new yard office and office building including a Computer Dispatcher's Center in the Tri-City project redevelopment area. Section 3: AGENCY'S OBLIGATIONS. The Agency hereby agrees to reimburse Santa Fe for the extraordinary expenses associated with the above development in the amount of $100,000. Such reimbursement shall be made upon the issuance of a Certificate of Occupancy by the City of San Bernardino. Section 4: NOTICES. Any and all notices, demands or communications submitted by either party to the other party pursuant to or as required by this Agreement shall be in writing and shall be dispatched by messenger for immediate personal delivery, or by registered or certified United States Mail, postage prepaid, return receipt requested, to each party at their respective addresses as follows: III III DAB:cez November 15, 1988 2 Agency: Community Development Commission of the City of San Bernardino, on behalf of the Redevelopment Agency of the City of San Bernardino Fourth Floor 300 North "D" Street San Bernardino, CA 92418 Santa Fe: The Atchison, Topeka and Santa Fe Railway Company One Santa Fe Plaza 5200 East Sheila Street Los Angeles, CA 90040 Any notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is returned to the sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery, or two (2) calendar days after it is placed in the United States mail as heretofore provided. Section 5: CONFLICT OF INTEREST. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Agreement and to the matters set forth herein shall participate in any decision relating to the Agreement. The parties represent and warrant that they do not have knowledge of any such conflict of interest. Section 6: NON-LIABILITY OF AGENCY OFFICIALS AND EMPLOYEES. No member, official or employee of the Agency shall be personally liable to any party hereunder, or any successor-in- interest to any such party, in the event of any default or breach by the Agency hereunder, or for any amount of money which may become due any party, or for any amount of money which may become DAB:cez November 15, 1988 3 due any party, or its successor-in-interest, as a result of this Agreement. Section 7: ATTORNEYS' FEES. If either party hereto files any action or brings any action or proceeding against the other party arising out of this Agreement, then the prevailing party shall be entitled to recover as an element of its costs of suit or resolution of disputes, and not as damages, its reasonable attorneys' fees as fixed by the court or other forum for resolution of disputes in such action or proceeding, or in a separate action or proceeding brought to recover such attorneys' fees. Section 8: SUCCESSORS AND ASSIGNS. The terms and provisions of this Agreement, and the rights and obligations of the parties hereto, respectively, shall inure to and be binding upon each and all of their respective legal representatives, heirs, successors and assigns. Section 9: ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes any prior or concurrent written or oral agreement between said parties concerning the subject matter contained herein. Section 10: CAPTION HEADINGS. Captions at the beginning of each numbered section or paragraph of this Agreement are solely for the convenience of the parties hereto and shall not be deemed to be part of the context of this Agreement. DAB:cez November 15, 1988 4 Section 11: NEGOTIATED TRANSACTIONS. The provisions of this Agreement have been negotiated by both of the parties hereto, and this Agreement shall be deemed to have been drafted by both such parties. Section 12: WAIVER. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any prior, concurrent or subsequent breach or default of this Agreement. Section 13: UNENFORCEABLE PROVISIONS. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining provisions of this Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth hereinabove. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman By Secretary Approved as to form and legal content: ~ THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY By DAB:cez November 15, 1988 5 REDEVELOPMENT AGENCY - REQUEST FOR COMMISSION/COUNCIL ACTION FROM: James E. Robbins, Acting Executive Director SUBJECT: AGREEMENT FOR GRAPHIC SERVICES DATE: NOVEMBER 16, 1988 Synopsis of Previous Commission/Council/Committee Action: 09-22-88 Redevelopment Committee reviewed matter and continued the item. 11-10-88 Redevelopment Committee reviewed matter and recommends approval. (Community Development Commission) Recommended Motion: Move to adopt RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHROIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT FOR GRAPHIC SERVICES BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARIDNO AND DAVID ODEN. Contact Person: JAMES E. ROBBINS Phone: ~ Supporting data attached: YES Ward: 384-5081 ALL FUNDING REQUIREMENTS: Amount: $61,800.00 Project: ALL No adverse impact on City: Date: NOVEMBER 21, 1988 Council Notes: Agenda Item No. I ~ l579R/ME/mv 11-21-1988 S T A F F R E P 0 R T At the Redevelopment Committee meeting of July 7, 1988, staff was directed to seek Requests for Proposals for Graphic Services. Staff prepared RFP's and mailed same on August 8, 1988 with a deadline for submittal of Thursday, September 8, 1988 by 4 p.m. Thirteen proposals were mailed. A total of five proposals were received, with four prior to said deadline and one the following day. A copy of the breakdown of the proposal opening is attached for your information. In order to fairly evaluate each proposal, staff determined that the hourly rate per category be the basis of comparison. The only two firms close in comparison of hourly rates are David Oden Productions and the City of San Bernardino Telecommunications Division. The combined cost per hour for the three categories for David Oden Productions is $99 and the City is $90. Staff feels the City Telecommunications Division has not had experience in the preparation of marketing tools and would require some time in being able to achieve the quality of marketing materials presently being prepared and used by the Agency. Since 1982, the Agency has utilized the services of David Oden Productions. Mr. Oden has become very familiar with the redevelopment process and has worked very closely with the Engineering and Design Division in completing some of the following projects: yearly annual reports; marketing handouts; presentation slide show (single and dual); video and 16mm film marketing productions, to name a few. The original hourly fee for Mr. Oden was $22.50 and gradually increased to $27.50 from 1981 through 1988 (an increase of only $5 averaging 71~ per hour per year. Staff has utilized the services of David Oden on weekends and on a rush basis and have been billed strictly on a straight hourly basis. Many events where photography services are required are at times in the evenings and weekends. Mr. Oden's hourly flexibility has enabled us to meet tight deadlines, when we've requested same or next day service, and at the same hourly rate. Staff feels that starting with a new consultant would not be cost effective since more time would be needed in educating said firms with Agency project areas, developments within project areas and agency goals. All other firms do not favor the use of 16mm film vs. video. The Agency has found that the use of 16mm movie film in presentations to large audiences is very effective and professional in clarity of color vs. video. 1579R/ME/mv 11-21-1988 As directed by Committee, ~caff researched Ddck through the daily schedule of meetings and have determined that at approximately 20 meetings, the Main Street Program slide and film presentation was shown to various public and civic groups. The Big Spin Slide show was prepared for a seminar held at the Red Lion Inn in which developers were given the opportunity to see and hear chosen Redevelopment Agency Directors present audio visual programs about the success and benefits of the redevelopment process. The slide show was also shown at approximately 6 other meetings. The Central City South Film is completed and has been transferred to video and mailed to development potentials. The film has been shown at approximately 4 other meetings, but is intended mostly as a mailing tool for marketing the area. The Enterprise Zone Film (transferred to video) is approximately 85 percent completed. Final costs to edit and complete are presently being compiled for future presentations to Committee for approval. At the Committee meeting of September 22, 1988, the Committee requested Moe Estevene, Engineering and Design Coordinator bring back this item with a breakdown of costs paid David Oden Productions. Attached are exhibits "A", "B" and "C". . Exhibit "A" Costs paid David Oden . Exhibit "B" = Costs paid for suppliers and vendors. . Exhibit "c" = Copies of proposals received "RFP's" After discussion, consideration was given by the Redevelopment Committee to forward this item to the Commission with the recommendation that the Commission authorize staff to enter into an agreement with David Oden Productions for Graphic Services on a month to month basis until such time that the Executive Director of the Agency delegates otherwise. 1579R/MElmv 11-21- 1 988 CATEGORY I PHOTOGRAPHY II FILM1VIDEO/ SLIDE ( ---- COST BREAKDO".. FOR DAVE ODEN PAuDUCTIONS DESCRIPTION CENTRAL CITY CENTRAL CITY NORTH CENTRAL CITY WEST STATE COLLEGE SOUTHEAST INDUSTRIAL PK. NORTHWEST TRI-CITY UPTOWN SOUTH VALLE ENTERPRISE ZONE TOTALS 2ND CALIF. GOLD RUSH BIG SPIN (SLIDE SHOW) CCSOOTH FILM (Transfer to Video) ENTERPRISE ZONE FILM (Transfer to Video) MAIN S'l'REET: SLIDE SHOW (Single & Double) MAYOR/GLENDA PRESENTATION MAIN STREET FILM MAIN STREET GALA VIDEO (No editing) TOTALS # HOURS 288 367.5 1 86.5 119 35.5 60.5 11.5 21 27 1,017.5 3 157.5 36 593.05 74 4 50.5 325 1,243.05 III COPYWRITING MARKETING INSERTS: ENTERPRISE ZONE SOUTH VALLE UPTOWN TRI -CITY SOUTHEAST INDUSTRIAL PK. ADVERTISEMENTS: CHAMBER AD S.B. BUSINESS DIRECTORY MISC. IDA PROPOSAL LC.S.C. SISTER CITY MEETING . ENTERPRISE ZONE NEWSLETTER SBRDA UPDATE ANNUAL REPORT: '86-'87 '87-'88 MAIN STREET GALA: BROCHURE & INVITATIONS TOTALS GRAND TOTALS TOTAL PAID $ 7,920.00 10,106.25 27.50 2,378.75 3,272.50 976.25 1,663.75 316.25 577.50 742.50 $27,981.25 $ 82.50 4,331.25 990.00 16,308.85 2,035.00 110.00 1,388.75 8,937.50 $34,183.85 108.5 $ 2,983.75 7'.5 206.25 20 550.00 10.5 288.75 21.5 591.25 45 1,237.50 .75.5 2,076.25 14.5 398.75 7 ' 192.50 2.5 68.75 2 55.00 150.5 4,138.75 2 55.00 145.5 4,001.25 77 2 ,117.50 187 5,142.50 876.5 $24,103.75 3,137.05 $86,268.85 EXHIBIT "A" tI) c:z: 8 :z; g; c:z: Q .-..r... I .~ .::: ~ al E-< tI) 0 u - ~ 1 :::1 CD 0 0 \D 0 \D CD ~ M VI 0 VI VI 0 0 M C:Z:tI) 0'\ 0'1 0 N ~ 0 M CD ~ VI VI VI \D 0 N M ~~ . . . . . . . . . . . . . . . . 0'1 M 0 ~ 0 N CD " 0'1 ~ VI M N VI 0'1 r. r--- \D 0'1 0 ~ ~ r--- ~ ~ CD \D CD 0'\ 0 M \D M M N co M . . VI CD ~ r--- VI ~ ~ 0 0'\ ~ ~ .. .. .. .. .. .. .. .. 0'1 N ~ M M r--- 0'1 VI r-l VI <I} .. 0'\ ~ 0 ~ \D M CD 0'\ N M CD ~ \D 0 r-l \D VI f.Ll N M 0 r--- VI co N r--- 0'\ N VI VI ~ 0 N VI CD U . . . . . . . . . . . . . . . . . 0 Uti) 0 ~ 0 M ~ r--- \D r--- co r--- 0'\ ~ III r--- ~ CD r-l M ..u 0'\ M \D 0 VI ~ ~ 0 VI CD VI \D M ~ \D \D 0 UU M r-l ~ \D N N ~ ~ ~ M ~ N r--- U .. .. .. .. .. .. ""- ~ ~ ~ VI r-l VI ~ ~ .;r N .;r .,. M r--- CD 0'\ M r-l r-l N CD r--- CD 0'\ CD co 0 r--- r--- ~ r--- r--- 0 M . . . . . . . . . . . . . \D :> CD r--- VI N r--- ~ r--- \D ~ CD M .;r 0'\ N r--- N .,. r-l r--- ~ 0'\ .,. r--- r-l 0 tI) N N N .;r \0 r-l .. .. r-l M <I} .,. N ~ ~ M r--- ~ 0'\ 0'\ N M r-l r-l M 0 CD co 0'\ M co 0 \0 VI r--- r--- ~ r-l N M M . . . . . . . . . . . . . . . N ..... VI CD ..... ~ ~ 0 \D N r-l r--- M M \0 r-l Ll'l E-< Ll'l N r-l 0 0 .,. r-l 0'\ Ll'l N \0 N N ::> N N r-I M N co .. 0 N <I} .;r N ~ \D M r--- co 0'\ M r-l N '" r--- co 0'\ Ll'l co 0 ..... ..... r-I 0 r--- 0 \0 . . . . . . . . . M . . . CD ..... VI r-I ..... ~ ..... \D r-I . M .,. \0 .,. ~ r--- N \0 r-I ..... .,. '" r--- r--- III N r-I N N N \D \D M 0 Ll'l .. .. r-l M <I} r-I N ~ 0 M ..... co M '" \D M .,. r-I .;r Ll'l M co 0'\ M co 0 N N ..... 0'\ r-I r--- M CD . . . . . . . . . . . r-l . . . \0 r--- I(l VI r--- .,. VI M \D 0'\ r-I . co co r-l r-l VI ~ M N 0'\ r-l ..... 0 .,. \0 '" '" VI .,. r--- r-I 0 N VI .,. N M r--- 0 .. Ll'l .. r-I M <I} .,. N ~ VI M r--- co '" M r--- \D N 0 r--- co '" .,. co 0 r--- r--- r-I CD .,. 0 '" p.. . . . . . . . . . . . . . r-I H co ..... VI N ..... .,. ..... \D r-I .;r co .;r .", r-I f.Ll r--- N .,. r-l r--- .,. '" 0 III r--- N 0 tI) N N N N 0 r-I \0 0 .. .. .. r-l r-l .;r <I} Ll'l N ~ ~ M ..... \D \0 0'\ ..... M N \0 M r--- r-I co 0'1 co co 0 ~ 0 ..... N r-I '" \0 M N . . . . . . . . . . . . . . . ~ \0 r--- VI N r--- ~ 0 0 \D r-I r-I M Ll'l \0 0 co 0'\ N r-I r-I co ~ 0'\ N N 0 U N N N .;r .;r .. r-l <I} Ll'l N 0 ~ 0 CD M ~ M M 0'\ M M .;r 0 r--- '" 0 M co 0 0'\ ~ \0 co M 0'\ ..... \D r-I 0 0 \0 .,. r-l . . . . . . . . . . . . . . . . . . :z; 0'\ ..... 0 VI r-I r--- ..... .,. \0 M \0 r--- r-I Ll'l co N M '" .,. u 0 ~ N 0 Ll'l r-I M r--- .;r 0'\ '" N 0 I/'l '" 0 u ..... \0 N 0 N 0'\ .,. N \0 VI III M .. .. .. .. .. N r-l N \0 N CD r-l <I} N N .,. N M r--- ~ \0 0'\ .;r M 0 \0 0 '" CD co 0'\ I/'l CD 0 .;r M r--- M r-I r-l CD 0 '" . . . . . . . . . . . " . . a: r--- Ll'l .,. r--- .,. N 0'\ \0 .,. r-l '" CD r-l r-l .,. C'I .,. r-I co M .,. M '" r--- \0 r--- \0 M U Ll'l N N N M N 0 r-l M 0 tI) ... .. r-l M <I} tI) U f.Ll tI) ~ H U ~ :z: lCC f.Ll f.Ll G UJ f.Ll f'l: 00 ~ ~ Cl ~ 0 t! w ::> ~ 0 ~ :z; ~ tI) :;1 ;3 :5 E-< f5 H UJ UJ 0 H . ~ 2: :;1 :z: tI) ::> H E-< U U Cl ~ >- H ~ H U ~ H tI) X E-< 0 0 w 0 :> 0 E-<C:Z: W r... :z: ~ H 0 ~ 0 :z: E-< t E-< ll( 0 ~ tI)~ c:z: ~t UJ , 0 :Z:E-< p. W 0 U :z: H S H ~ H ~ H ~~ ::> w , f.Ll E-< H t f.Ll ~ p.. g ~H es OH ~ I-J UJ @ :> ~ p. H 0 I-J :;1 lCC :Z:O 0 C:Z:C:Z: 0 ::> f.Ll lCC w ~ ~ ::> f.Ll ~ ~ lOX; al UOO U U up. 0 r... r... Cl 0 ClP. Cl 0 E-< lCC I-J @ p.. p. ::I W V N li o a N ::I ^ p. I EXHIBIT "B" , ~4 k. _MORANDUM "'~. 118 ".n. 1884 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA DATE September 9, 1988 TO File FROM Gary Clermont SUBJECT OPENING FOR GRAPHICS SERVICES REQUEST FOR PROPOSAL Closing date September 8, 1988 4:00 P.M. RFP's opened by Gary Clermont and Hoe Estevene on September 9, 1988 at 7:30 AM. (rl" RFP #1 Cat #1 Cat #2 Cat #3 City Of San Bernardino NOTE: Dean Gray $25.00 Hr. $40.00 Hr. $25.00 Hr. Late RFP received 9/9/88 from Jenkins & Jenkins Cat #1 $125.00 Hr. Cat #2 $125.00 Hr. Cat #3$35.00 Hr & $60.00 Hr. RFP #2 Cat #1 Cat #2 Cat #3 RFP #3 Cat #1 Cat #2 Cat #3 RFP #4 Ca t # 1 Cat #2 Cat #3 Ellis & Associates $45.00 Hr. $45.00 Hr. $50.00 Hr. David Oden Productions $33.00 Hr $33.00 Hr. $33.00 Hr. Armando Cepeda Design Associates $150.00 Hr. $240.00 Hr. .$45.00 Hr. After opening and ~ecording the RFP's, they were turned over to Moe for evaluation and submission to the Commission. Requests for proposals were opened and recorded as indicated: ~/lA~ '-6"a C 1 e rinon t 'k~~<:~ Hoe Est e 12768 EXHIBIT "C" 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF TH CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION 0 AN AGREEMENT FOR GRAPHIC SERVICES BETWEEN THE REDEVELOPMEN AGENCY OF THE CITY OF SAN BERNARDINO AND DAVID ODEN BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION 0 THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Acting Executive Director of th Redevelopment Agency of the City of San Bernardino is hereb authorized and directed to execute for and on behalf of th Redevelopment Agency of the City of San Bernardino, an Agreemen for graphic services with David Oden. A copy of this Agreemen is attached hereto as Exhibit "A" and incorporated herein b: reference as though fully set forth at length. I HEREBY CERTIFY that the foregoing resolution was dul~ adopted by the Community Development Commission of the City 0: San Bernardino at a meeting thereof, held on the day of , 1988 by the following vote, to wit: AYES: Commissioners NAYS: ABSENT or ABSTAIN: III III III Acting Secretary DAB:cez November 15, 1988 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION OF AN AGREEMENT FOR GRAPHIC SERVICES BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND DAVID ODEN The foregoing resolution is hereby approved this day of , 1988. Chairman of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: BY:~~ ./' Agenc Counsel DAB:cez November 15, 1988 2 AGREEMENT (Graphic Services) THIS AGREEMENT is entered into this day of 1988, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate, hereinafter called "Agency" and DAVID ODEN, an individual hereinafter called "Consultant". The Agency has determined that it is 1. Recitals. desirable to have the services of David Oden, who is known to be a professional writer, graphics expert and photographer, to assist the Agency from time to time, on an hourly basis, in the preparation of display materials, development summaries, press summaries, releases, newsletters, annual reports, advertising, development photography (audio, visual and video), copyrighting, scriptwriting, and format design consultation, and other related duties. This Agreement contemplates a broad range of services within the scope and abilities of Consultant of which those listed are illustrative, and this Agreement is not limited by the examples given. Consultant represents that he has the qualifications to provide such services, and is willing to provide such services as an independent contractor with Agency. 2. Retention of Services. Agency retains the services of Consultant, and Consultant agrees to provide and perform various graphic services, in the preparation of display materials, DAB:cez November 15, 1988 1 development summaries, press summaries, releases, newsletters, annual reports, advertising, development photography (audio, visual and video), copyrighting, scriptwriting, and format design consultation, and other related duties, upon the terms specified herein. Agency agrees to provide five (5) days advance notification to Consultant of the need for services in the form of a work order, and Consultant agrees to provide services as needed, at the rate of THIRTY-THREE DOLLARS ($33.00) per hour. Such compensation shall not exceed SIXTY-ONE THOUSAND, EIGHT HUNDRED DOLLARS ($61,800) annually, nor shall it exceed FIVE THOUSAND, ONE HUNDRED FIFTY DOLLARS ($5,150) monthly without the written authorization of the Executive Director. Such compensation shall not then exceed TEN THOUSAND, THREE HUNDRED DOLLARS ($10,300) monthly without specific authorization of the Commission. Billing shall be on a monthly basis, with payment to be made within ten (10) calendar days after the submission of an itemized billing in form satisfactory to Agency. Agency may provide a work area in Agency offices adequate for the needs of Consultant, and shall provide all film and related supplies, but Consultant is to provide equipment as needed. Consultant shall not be reimbursed for any expenses incurred, all such expenses being considered as included within the hourly rate. 3. Agency's Right to Audit Records. Consultant shall maintain and keep adequate books and records on a current basis recording all time expended and all expenses incurred by Consultant in a form satisfactory to Agency and in accordance DAB:cez November 15, 1988 2 with generally accepted accounting principles. Said books and records and all supporting detail shall be made available to Agency for purposes of audit at all reasonable times and places. All such books and records shall be maintained by Consultant for such periods of time as required by law; provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be maintained for a period of at least three (3) years after the completion of the work provided for by this Agreement. 4. Consultant's Professional status. Consultant accepts the relationship of trust and confidence to be established between him and the Agency. Consultant covenants with Agency that he will exercise his best professional skill and judgment in furthering the interest of Agency. 5. Assignability. The experience, skill and expertise of the Consultant is of the essence of this Agreement. Consultant shall not assign (whether by assignment or novation) this Agreement nor delegate his duties hereunder in whole or in part or any right or interest hereunder in whole or in part without the prior written consent of Agency. Any assignment or attempt to assign this agreement without such prior written consent or by operation of law shall constitute cause for termination. The services to be provided under this Agreement are the personal services of Consultant, and not those of any individual agent or employee of Consultant. DAB:cez November 15, 1988 3 6. Interest of Consultant. Consultant covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. 7. Publication, Reproduction and Use of Material. No material produced in whole or in part under this Agreement shall be subject to copyright in the United states or in any other country except by Agency. The reports and materials furnished by Consultant to Agency shall become the sole property of Agency, and Agency shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Agreement. All photographs, including negatives, produced in the pursuance of this Agrement, shall be the property of the Agency. 8. Termination of Agreement for Cause. If for any cause Consultant shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, Agency shall thereupon have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished and unfinished documents, data, studies, surveys, drawings and reports or other material prepared by Consultant under this Agreement shall, at the option of the DAB:cez November 15, 1988 4 Agency, become its property and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or other materials. Notwithstanding the above, Consultant shall not be relieved of liability to Agency for damage sustained by Agency by virtue of any breach of this Agreement by Consultant, and Agency may withhold any payments to Consultant for purpose of setoff until such time as the exact amount of damages due Agency from Consultant is determined. This Agreement may not be terminated for cause if the failure to perform arises from unforeseeable cause beyond the control and without the fault or negligence of Consultant. 9. Termination at Option of Either Party. Agency or Consultant may terminate this Agreement at any time without liability for breach by giving written notice to the other party of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination. In such event, all finished and unfinished documents and other materials as described above shall, at the option of Agency, become its property. Consultant will be entitled to be paid all compensation for work satisfactorily performed to the date of termination. 10. Term. This Agreement shall be effective as of July 1, 1988 and shall continue until June 30, 1989, unless earlier terminated under the provisions hereof. DAB:cez November 15, 1988 5 11. Changes. Should Agency require changes in the scope of the services to be performed beyond those contemplated in this Agreement, such changes which shall be mutually agreed upon between Agency and Consultant shall be incorporated in this Agreement only by written amendment hereto. 12. Consultant Hold Harmless. Consultant hereby agrees to, and shall, hold Agency, its elective and appointive boards, commissions, officers, agents and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Consultant's operations under this Agreement, whether such operations be by Consultant, or by anyone or more persons directly or indirectly employed by or acting as agent for Consultant. Consultant agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any for the aforesaid operations, and shall hold Agency harmless from any liability arising therefrom. 13. Relationship of Parties. Consultant is acting as an independent contractor, and not as an employee of Agency. In the performance of personal services, pursuant to the provisions of this Agreement, Consultant shall not be supervised, directed, or under the control or authority of any Agency officer or employee, except and to the extent as may be expressly or implicitly required by the terms and provisions of this Agreement. Any DAB:cez November 15, 1988 6 -- . -....-- -.-.--- direction or control so required under this Agreement shall be limited to broad objectives or goals of the project or program to be accomplished as set forth in specific work orders, and such direction and control shall not relate to the details and procedures to accomplish such objectives or goals. Consultant shall not be obligated to conform to the supervision or direction of Agency officers or employees which are not authorized herein. Changes or modifications of said objectives and goals may be made by written recommendations of either party subject to the concurrence of the other party in writing. Time is of the essence with respect 14. Time of Essence. to Consultant's performance under this Agreement. All notices herein required shall be in 15. Notices. writing and delivered in person or sent by certified mail, postage prepaid, addressed as follows: Redevelopment Agency of the City of San Bernardino Executive Director 300 North "D" Street San Bernardino, CA 92418 David Oden 4236-1/2 North Sierra Way San Bernardino, CA 92407 III III III III III III III III DAB:cez November 15, 1988 7 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and date first above shown. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By Chairman By Secretary CONSULTANT David Oden Approved as to form and legal content BY~) / Agency ounsel - DAB:cez November 15, 1988 8