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Home My WebLink About01-06-1992 CDC Agenda CALL TO ORDER: ROLL CALL: PRESENT: ABSENT: RACHEL KRASUEY CITY CLERK 'lD FLOOR AGENDA KAYOR AND COMMON COlJlllCIL AND THE COtMlll'lITY DEVELOPMEl'lT COMMISSION OF THE CITY OF SAB BERNARDIl'lO Council Chambers, City Ball "January 6, 1992 - 11:00 A.M." (Regular Meeting) (PUBLIC COMMENTS ON ITEMS NOT ON AGENDA) MOTION: CONSENT CALERDAR That the motions indicated by Consent Calendar items numbered "I" through "5" be adopted, except for items numbered -,-,-,-,_. 1. COMMURITY DEVELOPMEl'lT COMMISSION MOTION: That the minutes of the following meetings of the Community Development Commission of the City of San Bernardino, be approved as submitted in typewritten form. a) September 16, 1991 b) October 18, 1991 c) October 21, 1991 d) December 16, 1991 ------------------------------------------------------------------------------- DE:SSS7R REGULAR MEETING - 1 - COMMISSION MEETING AGDDA MEETING DATE: 01106/1992 2 . REDEVELOPMENT COMMITTEE P1Il'IUTES PIOTION: (ColllllUJlitv DeveloDlDent COlllllission) That the minutes of the Redevelopment Committee meeting of December 12, 1991 be received and filed as submitted in typewritten form. 3. PERS HEALTH CARE RETIREES PIOTION: (ColllllUJlitv DeveloDlDent COlllllission) That the attached report on the PERS Health Care coverage for retirees be received and filed. 4. 201 NORTH "E" STREET BUILDING P10DIFICATIONS PIOTION: (ColllllUJlitv Develooment COlllllission) That the Community Development Commission authorize the Executive Director to execute contracts for (i) the installation of modifications to the 201 North "E" Street office building's air conditioning controls and distribution system in an amount not to exceed $66,000; (ii) the installation of LPA retrofit equipment to the building's centralized HVAC Chiller system in an amount not to exceed $16,500; and (iii) the modifications to the Big 5 tenant facilities consisting of the installation of the LPA retrofit equipment for the HVAC system and electrical utility meters in an amount not to exceed $12,900. 5. VICTORIA AVEl'I1lE DRAINAGE PROJECT .----- , " ( PIOTION: \"'" -' ~----- (P1avor and Co_on Council) That the Mayor and Common Council approve the substitution CDBG funds from Highway Safety Lighting projects to finance the installation of curbs, gutters and drainage facilities in the amount of $267,000. ,,/-\ / J 7 / -----~~~--~-------- ------------------------------------------------------------------------------- DE:5557R REGULAR PlEETING - 2 - COMMISSION P1EETING AGENDA PlEETING DATE: 01/06/1992 EIm OF CONSEl'IT CALERDAll ( :)--_. \ ~\.,),(hd' "__ (I ADDITIORAL HOUSING DKVELOPMEl'lT ~"' c \ . ,,). ~ lee,,,, .,1:: 6. OPTION HOUSE. INC. (Mayor and COlllllon Council) qyc l\ "j, (\ ~)r < '-L,'Y\ 'tot"--\-- (' c \.-, +\Coff""O' ( P10TION: ,.~_.- / That the Mayor and Common Council approve a $25,000 loan at .I an interest rate of eight percent (8%) to Option House for the development of additionl!.L--4ansitiona1 housing. (~?l) ~_~/l______________ 7. LA OUIRTA PIOTOR Ins. INC. CLOSE PUBLIC HEARING. OPEN PUBLIC HEARING. / PIOTION A: \ '-- / / ! PIOTION B: DE:5557R REGULAR MEETING (Mayor and COlllllon Council) RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)". (Mayor and COlllllon Council) I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS. "J- .~ -, I. I ~ 'j - ---~-------------- - 3 - COMMISSION MEETING AGENDA MEETING DATE: 01/06/1992 .\. \ ...r,t' I-<-Y"" "y - CVQ 1\ - Ii) \)) I .--r" Ie" .c \ '"... 'I' (/1- J./ / ~JI J.J, ) - /.;/,) IJ I\r- . 'I - "rI 8. CIVIC LIGHT OPERA ASSOCIATION DISPOSITION Al'ID DKVELOPMEl'IT AGIlEEMEl'IT MOTION: (Communitv DeveloDment Commission) That the Community Development Commission review the attached correspondence and documentation and take whatever action deemed appropriate. I t;::-:hc. , -------------------- CLOSED SESSION MOTION: 9. ADJOURN TO CLOSED SESSION A. B. C. D. E. 10. ADJOURl'lPlEl'lT MOTION: That the Mayor and Common Council and the Community Development Commission recess to Closed Session for the following: to confer with the attorney regarding pending litigation which has been initiated formally to which the Commission is a party pursuant to Government Code Section 54956.9(a), as follows: to confer with the attorney regarding pending litigation pursuant to Government Code Section 54956.9(b)(I), as there is significant exposure to litigation; to confer with the attorney regarding pending litigation pursuant to Government Code section 54956.9(c), so that the Commission may decide whether to initiate litigation; to give instruction to the Commission's negotiator on the purchase of property pursuant to Government Code Section 54956.8. The real property which the negotiations concern is generally located at: to consider personnel matters pursuant to Government Code Section 54957. END OF CLOSED SESSION That the Regular Meeting be adjourned to Monday, January 20, 1992 11:00 a.m., in the City Hall Council Chambers located at 300 North "D" Street, San Bernardino, California. ------------------------------------------------------------------------------- DE:5557R REGULAR MEETING - 4 - COMMISSION MEETING AGENDA MEETING DATE: 01/06/1992 RACHEL KRASNEY CITY CLERK 2ND FLOOR SUPPLEMENTAL AGENDA MAYOR AND CO!MlN COUNCIL AND TIlE COMtlDRITY DBVELOPMDT COMMISSION OF TIlE CITY OF SAR BERIWmIRO "January 6, 1991 - 11:00 A.M." (Regular Meeting) ------------------------------------------------------------------------------- CALL TO ORDER: ROLL CALL: PRESENT: ABSENT: ------------------------------------------------------------------------------- (PUBLIC COMMENTS ON ITEMS NOT ON AGENDA) RS-I. :~~~ IRR(:::::~eveloDment Commission) / I MOTION:/ That the Community Development Commission approve the \ ,attached Disposition and Development Agreement (DDA) between -- the Redevelopment Agency of the City of San Bernardino and Main Street Inn, a California Limited Partnership, for the development of a two-hundred, sixty-four (264) room Single Room Occupancy (SRO) project at the Northeast corner of Fifth and "E" Streets.I./'''',,''' , , ' (I-! z ) G.~ ~?,~ ~ ------~=~---------- r!:AJ-t (/{fct/,<.[,A-L REGULAR MEETING K.JH:dle:5562R - 1 - COMMISSION SUPPLEMENTAL AGENDA MEETING DATE: 01/06/1992 CLOSED SESSIOl'f RS-2. MOTIOl'f: That the Mayor and Common Council and Community Development Commission recess to Closed Session for the following: A. to confer with the attorney regarding pending litigation which has been initiated formally to which the Commission is a party pursuant to Government Code Section 54956.9(a) as follows: ; B. to confer with the attorney regarding pending litigation pursuant to Government Code Section 54956.9(b)(1), as there is significant exposure to litigation; C. to confer with the attorney regarding pending litigation pursuant to Government Code Section 54956.9(c), so that the Commission may decide whether to initiate litigation; D. to give instruction to the Commission's negotiator on the purchase of property pursuant to Government Code Section 54956.8. The real property which the negotiations concern is generally located at: E. to consider personnel matters pursuant to Government Code Section 54957. El'fD OF CLOSED SESSIOl'f RS-3. ADJOUJllllMEl'fT MOTIOl'f: That the meeting of the Mayor and Common Council/Community Development Commission be adjourned to Monday, January 20, 1992, at 11:00 a.m., in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California. REGULAR MEETIl'fG KJH:dle:5562R - 2 - CO!ft[SSIOl'f SUPPLEMENTAL AGENDA MEETIl'fG DATE: 01/06/1992 IlAYOR AID COIMl1l' COllll'CIL, COMl1l'ITY DEVELOPIIBll"r COtMISSI01l' AID TUB JOlft POWERS FllUll'CIll'G AUTHORITY OF TUB CITY OF SAll' BERlURDI1l'O III1l'UTBS JOlft UGULAR MUTIll'G Septeaber 16, 1991 11:00 a.a. The Joint Regular Meeting of the Mayor and Common Council, Community Development Commission and the Joint Powers Financing Authority was called to order by Chairman W. R. Holcomb at approximately 11:03 a.m., on Monday, September 16, 1991, in the Council Chambers, City Hall, 300 North "D" Street, San Bernardino, California. ROLL r.n.T. Roll call was taken with the following members present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Ralph Hernandez; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; Norine Miller. Absent: None. ADJOURll' TO CLOSED SESSION At 11:04 a.m., the Mayor and Common Council and Community Development Commission recessed to Closed Session for the following: d. to give instruction to the Commission's negotiator on the purchase of property pursuant to Government Code Section 54956.8. The real property which the negotiations concern is generally located at: 701 and 767 North "E" Street, San Bernardino, California. MUTIll'G RECOBVERED At 11:21 a.m. the meeting of the Mayor and Common Council and the Community Development Commission was reconvened by Chairman W. R. Holcomb. ROLL r.n.T. . Roll call was taken with the following members present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Ralph Hernandez; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; Norine Miller. Absent: None. STAFF PRESENT Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Dennis Barlow, Senior Assistant City Attorney; Rachel Krasney, City Clerk, and; Deborah Marez, Recording Secretary, Development Department. JOINT UGULAR MUTING KJH:dlm:5441ll - 1 - COMMISSION MIBDTES SEPTEMBER 16, 1991 /a OTHERS lit ATTBImAltCE Timothy Sabo, Special Counsel, Sabo and Green; John Husing, Consultant; Jim Iverson, Executive Vice President and Rhonda Connolly, Financial Analyst, Miller and Schroeder Financial, Inc.; William E. Leonard, Realtor, San Gorgonio Land Company. PUBLIC CO~S Olt ITEMS ROT Olt TIIJI: AGElmA There were no public comments. CONSDT CALElfDAR Timothy C. Steinhaus, Economic Development Agency Administrator, requested items number one (1) be removed from the Consent Calendar. Council Member Maudsley requested item number three (3) be removed from the Consent Calendar. Chairman W. R. Holcomb requested item number four (4) be removed from the Consent Calendar. 2. REDEVELOPMDT CO..uTTEE MIlfUTES (CODDunitv Develolllllent C..-fsBion) Commission Member Reilly made a motion, seconded by Commission Member Estrada that the Redevelopment Committee meeting minutes dated June 20, 1991, July 18, 1991 and August 8, 1991, be received and filed as submitted in typewritten form. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. 3. FORMATION OF JOINT POWERS FIlW'ICING AUTHORITY (Communitv Deve10lllllent Commission) Commission Members Maudsley and Hernandez took issue with the formation of the Joint Powers Financing Authority using staff people to make decisions. Commission Member Hernandez did not want to delegate responsibility and authority to EDA staff since elected officials are held accountable. Commissioner Maudsley noted the IVDA could not presently account for the use of funds, but was asking for more funding. A lengthy discussion ensued regarding the IVDA's financial status pending the resolution of the lawsuit, the staff's scope of responsibility, authority, administrative function and accountability acting in the proposed capacity, and possible legal implications and ramifications relative to the use of staff. JOINT REGULAR MEETING lCJlI:dl.m:544U - 2 - COMKISSION MIlfUTES SEPTEMBER 16, 1991 fA Timothy Sabo, Special Counsel for the Economic Development Agency, provided a sUllllllary and answered questions. He explained the staff hss been designated ss the individuals who will be voting as the JFPA. Although the agreement did speak in terms that each of the Redevelopment Agency would have to be responsible for the obligations of the JPA in their respective percentages, Loma Linda insisted upon not being able to obligate any particular city's RDA unless that member had voted in favor of the issuance of bonds. Commissioner Estrada requested the agreement stipulate that before any financial commitments could be made on behalf of the Board Chairperson, that those commitments be brought forward to the Mayor and Common Council and Community Development Commission. She wanted it clearly understood that all financial commitments which could bind the Economic Development Agency in any way, should be brought to Council/Commission for review and approval. She felt it would be prudent to outline in the agreement directives on: (1) how the Agency would be functioning; (2) what their scope of authority and responsibility would be; and (3) who would be the staff person(s) acting in that role. A lengthy discussion ensued relating to staff fulfilling their function and responsibility; purpose for bond issues; and the JPA's function in carrying out policy decisions under the Brown act. Commission Member Estrada made a motion, seconded by Commission Member Miller, to waive further reading and adopt said resolution: RESOLUTION BO. 5301 RESOLUTION OF THE COIMJBITY DBVELOPMEBT COtftlSSION OF THE CITY OF SAN BERBARDIBO, CALIFORBIA, APPROVING CERTAIN DOClJIowor.rS PERUIBING TO THE FORMATION OF THE SAN BERlWIDIBO/COLTON/LOMA LINDA JOIBT POWERS FIl'WtCING AUTHORITY AGREEKK!IT AND MAnNG CERTAIB EllVIROBMElllTAL DETERMINATIONS III COBlUCTIOII r.lWlJSIIITH. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Minor; Pope-Ludlam; Miller. Noes: Commission Members Hernandez; Maudsley. Abstain: None. Absent: None. 4. SMART AND FIRAL SHOPPING CENTER (BORTHWEST COIlBER OF BASELINE STREET AND A1l1l0WllEAD AVEBUE) Chairman Holcomb expressed concern that the terms of the loan presented no incentive for the borrower to obtain a commercial loan because the Economic Development Agency was lending money at a lower rate than a outside bank. He suggested alternative terms for the loan. Kenneth J. Henderson, Executive Director, Development Department, explained that the loan had been privately placed; however, when Bank of America acquired Security Pacific a moratorium on new acquisitions was JOIllT REGllLAR MEETING LJlI: d1lll: 5441R -3- COMMISSION MINUTES S~YI~BR 16, 1991 /A imposed, which is customary when one company acquires another. In attempting to bring this project to fruition as quickly as possible, staff met with the Galstian Family Trust and recommended this loan agreement. In the event that the Galstian Family Trust was able to secure outside financing, the agreement contains an acceleration clause that would require the Galstian Trust to pay off the Agency. (Community DeveloPBent Commission) Commission Member Reilly made a motion, seconded by Commission Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTION A: RESOLUTION BO. 5302 RESOLUTION OF TIlE COMMllBITY DEVELOPMEBT COMKISSION OF TIlE CITY OF SAB BERBARDIBO AUTHORIZING TIlE EXECUTION OF A LOAB A~.r WITH TIlE SAB BBRBARDIBO JOIBT POWERS FIlWfCIBG AUTHORITY. The motion carried by the following vote: Ayes: Commission Members Estrada, Reilly, Hernandez, Maudsley, Minor, Pope-Ludlam, Miller. Noes: None. Abstain: None. Absent: None. (Joint Powers Financilur: Authority) Council Member Reilly made a motion, seconded by Council Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTION B: JPA RESOLUTION BO. 15 RESOLUTION OF TIlE SAB BBRBARDIBO JOIBT POWERS filWlCIBG AUTHORITY, AUTHORIZIBG TIlE EXECUTION OF A LOAN AGUMur WITH TIlE COMMllBITY DEVELOPMEBT COMKISSION OF TIlE CITY OF SAB BBRBARDIIIO. MOTION C: JPA RESOLUTION BO. 16 RESOLUTION OF TIlE SAN BBRBARDINO JOIBT POWERS filWfCIBG AUTHORITY, AUTHORIZING TIlE EXECUTION OF A LOAN AGJWuowu WITH TIlE COIMJIUTY DEVBLOPMEBT COMKISSION OF TIlE CITY OF SAN BERBARDIIIO. The motion carried by the following vote: Ayes: Council Members Estrada, Reilly, Hernandez, Maudsley, Minor, Pope-Ludlam, Miller. Noes: None. Abstain: None. Absent: None. (Community DeveloPBent Commission) Commission Member Reilly made a motion, seconded by Commission Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTION D: RESOLUTION NO. 5303 RESOLUTION OF TIlE COMMllBITY DEVELOPMEBT COMKISSION OF TIlE CITY OF SAB BBRBARDINO AUTHORIZING TIlE EXECUTION OF A LOAN AGJlBBftM1: WITH TIlE SAB BBRBARDIBO JOIBT POWERS FIlWfCIBG AUTHORITY. JOIRT REGULAR MEETIBG lOll: dlm:5441R - 4 - COMKISSION MINUTES SaY.r~R 16, 1991 l,. The motion carried by the following vote: Ayes: Commission Members Estrada, Reilly, Hernandez, Maudsley, Minor, Pope-Ludlam, Miller. Roes: Rone. Abstain: Rone. Absent: Rone. (Communitv Develoaaent Commission) MOrIOR B: Commission Member Reilly made a motion, seconded by Commission Member Pope-Ludlam to approve a loan to the Galstian Family Trust in the amount of $245,000, based upon the terms and conditions set forth in the staff report and authorize the Executive Director to execute an Owner Participation Agreement to be prepared by Agency Counsel. The motion carried by the following vote: Ayes: Commission Members Estrada, Reilly, Hernandez, Maudsley, Minor, Pope-Ludlam, Miller. Roes: Rone. Abstain: None. Absent: Rone. DD OF CONSENT CALDDAR For the record, Commission Member Hernandez requested that the luncheon workshop agenda item "Sale of City Hall" be discussed publicly. 5. PBRFORmNG ARTS li&'IIJIK FEASIBILITY STUDY (COIIIIIUDitv Deve10aaent Commission) MOrlOR: That the Community Development Commission review the attached proposal for a performing arts center feasibility study and take appropriate action based upon said review. Chairman Holcomb requested this item be continued for two weeks to allow time for the reading of the feasibility study which Richard Caplan & Associates did for the city of Redlands and to review a proposal which was received from a firm which would conduct the study at a substantial lesser cost. He pointed out the first proposal was for $15,000 with a limited amount of work, versus the new proposal for $10,000 with considerably more work involved. Commission Member Minor made a motion, seconded by Commission Member Hernandez to continue this item to the Community Development Commission Meeting of October 7, 1991. The motion carried by the following votes: Ayes: Estrada, Reilly, Hernandez, Maudsley, Minor, Pope-Ludlam. Member Miller. Abstain: Rone. Absent: None. Commission Members Roes: Commission Commission Member Reilly made a motion, seconded by Commission Member Estrada to adjourn to lunch at 12:21 p.m.. JODIT RBGOLllt MUTING r.JB:dlm:5441R - 5 - COMMISSIOR MIRlITES SBPTBKBBR 16, 1991 '^ The motion carried by the following votes: Ayes: Commission Members Estrada, Reilly, Hernandez, Minor, Pope-Ludlam. Noes: COIDission Members Maudsley, Miller. Abstain: None. Absent: None. RECESSED MEn'IBG At 12:21 p.m., the meeting of the Mayor and Common Council/Community Development Commission recessed to lunch. RECORVERE MEn'IBG - LIlII'CBEON WORKSHOP At 12:44 p.m., the resular meeting of the Mayor and Common Council and the Community Development Commission reconvened in the Manasement Information Center, (MIC) Room, Sixth Floor, City Hall, 300 North "D" Street, San Bernardino, California. ROLL r.AT.T. Roll call was taken with the following being present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Michael Maudsley; Tom Minor; Norine Miller. Absent: Commission Members Ralph Hernandez; Valerie Pope-Ludlam. STAFF PRESENT Timothy C. Steinhaus, Administrator, EDA; Dennis A. Barlow, Senior Assistant City Attorney; Shauna Clark, City Administrator; Fred Wilson, Assistant City Administrator; Lorraine Velarde, Executive Assistant to the Mayor; Andrew Green, Director of Finance; Phil Arvizo, Executive Assistant to the Council; Rachel Krasney, City Clerk; Melanie Vale, Deputy City Clerk; and Deborah Marez, Recording Secretary, Development Department. OTHERS IN ATTElIIDARCE Timothy Sabo, Special Counsel, Sabo and Green; Jim Iverson, Executive Vice President, and Rhonda Connelly, Consultant, Miller and Schroeder; Cassie MacDuff, The Sun Newspaper. 6. f:1!WTRAT. CITY PROJECTS TAX AT.TnCATION REFllMIIBG BalmS. 1991 SERIES A Timothy Steinhaus, Asency Administrator, stated the City, the Economic Development Alency and the Joint Powers Financing Authority (JPFA) are seeking approval for the San Bernardino Joint Financing Authority to issue $27,930,000 in San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1991 Series A, (Central City Mersed Project). Jim Iverson from Miller & Schroeder, distributed a handout entitled "Alternatives for Refunding Bonds for Central City" for review and consideration. JOIlIr REGULAR MEn'IRG KJB:dlm:5441R - 6 - COMKISSION MINUTES SEPTEKBER 16, 1991 1Q - 1. no refuncUD&, no new money; 2. refundiD& only ($22,000,000 refundiD& issues); 3. refundiD& and new money as one issue of $28,000,000 ($5.2 million = net new money); 4. refundiD& and new money as subordinate issue ($4.8 million. net new money); and 5. refundiD& and new money as subordinate taxable issue ($4.0 million = net new money). Mr. Iverson gave a brief overview of the five options available. Mr. Iverson recommended alternative number four and provided clarification as to its benefits. Discussion ensued regardiD& the advantages and disadvantages inherent in each proposed option. Commission Minor favored alternative number two because it provided flexibility which was not restricted by the federal tax laws. COMMISSIOlll MEMBER IIILLER WAS EXCUSED AT 1:41 P.II. It was proposed that the bonds will be issued to enable the San Bernardino JPFA to make a loan to the Economic Development Agency to be used to refund in advance the $21,000,000 to the EDA, Central City Redevelopment Project, Tax Allocation Refunding Bonds, Issue of 1985 (the "1985 Refunded Bonds"); and, in part, to fund the Redevelopment Agency's Low and Moderate Income Housing Fund relating to the Central City Merged Redevelopment Project Area. CONnSSIOlll MEMBER ESTRADA WAS EXCUSED.u 1:53 P.II. Due to lack of a quorum, the Commission, acting as a committee, discussed the tax allocation refunding bonds, 1991 Series A, Central City projects. Timothy Sabo, Legal Counsel, provided information regarding bond issues procedures in other counties and State legislation of obligations and surplus of lIlonies. There was no action taken on this item duriD& this luncheon workshop. Chairman Holcomb asked if it was agreed to bring forward the resolutions in the afternoon session. The remainiD& Council/Commission members agreed. 7. PREPARATIOlll - BOlIID DOCUKElIITS - SALE & REFIlIIAlIICIlIIG OF CITY HALL (Mavor and Co_on Council) (Community Develooment Commission) That the Mayor and Common Council and Communty Development Commission recess to a luncheon workshop to discuss the following: JOIIIT REGULAR IlEETIlIIG KJlI:dlm:5441R - 7 - COMMISSION IIIlIIDTES SEPTEMBER 16, 1991 1d IIlTIOII' A: That the Mayor and Common Council and Community Development Commission authorize staff to proceed with the preparation of Bond Documents for a City Hall sale and refinancing for a $12,000,000 sales price, based upon the following terms: IIOTIOII' B: Eight (8) year interest only loan with voluntary sinking fund contribution to be determined by City annually; variable interest rate with an eight (8) year letter of credit; OR IIOTIOII' C: Twenty-five (25) year fully amortized loan; interest only for three (3) years and variable interest rate with an eight (8) year letter of credit subject to renewal at option of letter of credit bank at the end of eight (8) years. Timothy Steinhaus, Administrator, Economic Development Agency, distributed a handout entitled "City Hall Lease, 25-year amortization" which presented details on the following: Sources and Uses, Debt Service Schedule, Yield Statistics, and Sinking Fund Payments. Timothy Sabo, Sabo and Green, Bond Counsel to the Economic Development Agency, made a presentation on the details, advantages and disadvantages of the proposed City Hall refinancing plan. Andrew Green, Director of Finance, and Shauna Clark, City Administrator, explained the deficits of the City and how the refinance of City Hall would offset those deficits pertinent to operational costs. Commission Member Maudsley did not feel borrowing money was the answer as City Hall would be paid off in four years. Chairman Holcomb recommended that the discussion relating to the preparation of bond documents for the sale and refinancing of the City Hall building, be continued to October 7, 1991. RECESS MEETIlI'G At 1:54 p.m., the luncheon workshop recessed to the regular meeting of the the Mayor and Common Council to the Council Chambers. CALL ro ORDER At 4:06 p.m., the meeting of the Mayor and Common Council, the Community Development Commission and the Joint Powers Financing Authority was called to order by Mayor Pro Tem Esther Estrada. ROLL I:AT.T. Members Absent: Roll call was taken with the following being present: Commission Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Chairman W. R. Holcomb. JOI1l'T REGULAR MEETING KJB:dlm:5441ll - 8 - COMMISSION MIl'lOTES SEPTEMBER 16, 1991 IIf STAFF PIlESDT Timothy C. Steinhaus, Administrator, EDA; Dennis A. Barlow, Senior Assistant City Attorney; Rachel Krasney, City Clerk and Deborah Marez, Recording Secretary, Development Department. OTHERS Ilf ATTElmAllCE Timothy Sabo, Special Counsel, Sabo and Green; Jim Iverson, Executive Vice President, and Rbonda Connelly, Consultant, Miller and Schroeder; Cassie MacDuff, The Sun Newspaper. 6. CRIITIlAT. CITY PROJECTS TAX AT.T.oCATIOlf REFtIlfDIlfG BOlfDS. 1991 SBRIBS A Rachel Krasney, City Clerk, read the following: SUBSTITllTB MOTION: That the Agenda Item 6A, 6B and 6C be approved solely as refunding senior lien tu: allocation bonds in an amount not to exceed the principal amount of $23,000,000 and a subordinate lien new money tu: allocation bond issue in a not to exceed principal amount of $5,800,000 with the subordinate lien bond doc_ents to be submitted to the Commission for final approval. Commission Member Maudsley voiced disapproval of the process for Obtaining funds. He said this was not reducing the City's debt service. (Joint Powers FinanciDR Authoritv) Council Member Reilly made a motion, seconded by Council Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTIOlf A: JPA IlBSOLUTION NO. 17 IlBSOLUTIOlf OF TIlE SAll BERlWIDINO JOINT POWERS FIIWICIlfG AUTHORITY, AUTHORIZING TIlE ISSUAllCE OF NOT TO EXCEED $28,000,000 SAll BBRlWIDINO JOINT POWERS FIIWICING AUTHORITY TAX ALLOCATION REFtIlfDIlfG BOlfDS, 1991 SBRIES A (CENTRAL CITY MERGED PROJECT), APPROVIlfG TIlE FORM OF LEGAL DOCUMENTS IlELATBD TllEIlBTO AND AUTHORIZING AND DIIlBCTIlfG PIlEPARATION, EXECUTION AND DELIVERY OF TIlE FI1IlAL FORMS TIIBIlBOF. The motion carried by the following vote: Ayes: Estrada, Reilly, Hernandez, Minor, Pope-Ludlam, Miller. Maudsley. Abstain: None. Absent: 'None. Council Members Noes: Council Member JOnr.r 1lBGUL.U MEBTIlfG lOB: dlm:5441R - 9 - COMMISSION MINUTES SBPTBKBBR 16, 1991 1A (COIIIIlUIlitV Deve10Dlllent Coaaission) Commission Member Reilly made a motion, seconded by Commission Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTIOK B: RESOLUTIOK KO. 5304 RESOLUTIOK OF TBB COMMDlUTY DEVELOPIIDT COtMISSIOK OF TBB CITY OF SAK BERllARDIBO, AUTHORIZING, OK RlmAT.Jl' OF TBB REDEVELOPIIDT AGD'CY OF TBB CITY OF SAK BERllARDIBO, TBB BORROWIKG OF FDImS FROM TBB SAK BERllARDINO JOINT POWERS FIlW'fCIKG AUTHORITY IN A TOTAL AGGREGATE PRIKCIPAL AIIOU1IIT OF lIOT TO EXCD:D $28,000,000 TO 1I1IIDBIlTAD ADDITIOIW. REDEVELOPME1IIT PROJECTS AND TO RBFDIm ITS OUTSTAImIKG CE1IITRAL CITY REDEVELOPIIDT PROJECT, TAX ALLOCATION RBFDImIKG BONDS, ISSUE OF 1985, AUTHORIZIKG TBB FOIlM OF CERTAIN LEGAL DOClJlowfrS RELATED TBBRETO AND AUTHORIZING AND DIRECTIKG TBB PRBPARATION, EXECUTION AND DELIVERY OF TBB FOIlMS TBBREOF. The motion carried by the following vote: Ayes: Estrada, Reilly, Hernandez, Minor, Pope-Ludlam, Miller. Member Maudsley. Abstain: None. Absent: None. Commission Members Noes: Commission (Mavor and Coaaon Council) Council Member Reilly made a motion, seconded by Council Member Pope-Ludlam to waive further reading and adopt said resolution as follows: MOTIOII' C: RESOLUTION BO. 91-409 RESOLUTIOK OF TBB !!AYOR AND COMMON COUNCIL OF TBB CITY OF SAK BERlIWUlIBO, CALIFOR1IIIA, APPROVING TBB ISSUAKCE OF BOT TO EXCEED $28,000,000 SAK BERl'IARDINO JOI1llT POWERS FIlW'fCIKG AUTHORITY TAX ALLOCATION REFDImING BONDS, 1991 SERIES A (CE1IITRAL CITY MERGED PROJECT), AND TBB BORROWIKG BY TBB RBDEVELOPME1IIT AGD'CY OF TBB CITY OF SAK BERlIWUlIBO OF TBB PROCEEDS TBBREFROM PURSUANT TO mAr CERTAIN LOAK AGRJ5mousnr . The motion carried by the following vote: Estrada, Reilly, Hernandez, Minor, Pope-Ludlam, Maudsley. Abstain: None. Absent: None. Ayes: Miller. Council Members Noes: Council Member Discussion ensued regarding debt service relating to the tax allocation refunding bonds. 1. JOINT POWERS FIlW'fCING AUTHORITY Commission Member Pope-Ludlam made a motion, seconded by Commission Member Miller to continue the regular meeting of the Joint Powers Financing Authority to Monday, October 21, 1991. The motion carried by the fOllowing vote: Ayes: Estrada, Reilly, Hernandez, Minor, Pope-Ludlam, Miller. Member Maudsley. Abstain: None. Absent: None. Commission Members Noes: Commission JOIIIT REGULAR MEETING lOlI:dlm:5441R - 10 - COMMISSION MINUTES SEPTEMBER 16, 1991 In COMKISSIOR MEMBER BElll'WlDEZ WAS EXCUSED. 8. ACOUISITIOR OF PROPERTY LOCATED AT 701 and 767 RORrII "E" STR~ Commission Member Maudsley presented a letter from the San Bernardino Community College District, dated September 10, 1991. He noted the letter spoke of the encroachments of the buildings on the District's property. He felt the Commission was lead to believe by Special Counsel that it was a minor problem, although, the letter reflects otherwise. He believed this was not in the best interest of the community and for that reason he would be voting against it. Lengthy conversation ensued regarding possible alternatives to resolve the encroachment problem contained in the letter. Dennis Barlow, Senior Assistant City Attorney, suggested this item be convened in Closed Session. 8. CLOSED SESSIOR At 4:19 p.m., Commissioner Pope-Ludlam made a motion, seconded by Commissioner Miller to adjourn to Closed Session for the following: D. to give instruction to the Commissioner's negotiator on the purchase of property pursuant to Government Code Section 54956.8. The real property which the negotiations conerns is generally located at: 701 and 767 North "E" Street, San Bernardino, California. I!EETING IlECOR1/ElllED At 4:25 p.m. the meeting of the Community Development Commission and the Mayor and Common Council was reconvened and called to order by Chairman W. R. Holcomb in the Council Chambers. ROLL CALL Roll call was taken with the following members present: Commission Members Esther Estrada; Jack Reilly; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; Norine Miller. Absent: Commission Member Ralph Hernandez. STAFF PRESENT Timothy C. Steinhaus, Administrator, Economic Development Agency; Dennis A. Barlow, Senior Assistant City Attorney; Rachel Krasney, City Clerk; and Deborah Marez, Recording Secretary, Development Department. OTHERS PIlESENT Timothy Sabo, Special Counsel, Sabo and Green; Jim Iverson, Miller and Schroeder. JOIN'l' IlEGULAR I!EETING lOH:dlm:5441R -11- COMKISSIOR MINUTES SEPTEMBER 16, 1991 la 8. ACOUISITIOR OF PROPERTY LOCATED AT 701 ARD 767 ROIlTB "Eft STRUT (Community Development Commission) Commission Member Estrada made a motion, seconded by Commission Member Reilly to adopt the following resolution: RESOLUTION ImMBER 5305 RESOLUTION OF THE COMMllIUTY DEVELOPMElllT COMMISSION OF THE CITY OF SAR BERlIIARDINO, CALIFORlIIIA, APPROVIlIIG A CERTAIN LOAR TRARSACTIOR BY AND BEtWEER THE REDEVELOPMENT AGENCY OF THE CITY OF SAR IlERlWIDIRO AND SAR GORGOlnO LARD COMPANY. The motion carried by the follOWing vote: Ayes: Commission Member Estrada; Reilly; Minori Pope-Ludlam; Miller. Noes: Commission Member Maudsley. Abstain: None. Absent: Commission Member Bernandez. 9. ADJOURllDmn' Chairman Bolcomb adjourned the meeting of the Mayor and Common Council, Community Development Commission and the Joint Powers Financing Authority to Monday, Ocotober 7, 1991 at 11:00 a.m., in the Council Chambers of City Ball, 300 North "D" Street, San Bernardino, California. Respectfully submitted, lUUU'U5l:1l J. BElUlERSOR Executive Directorl Secretary to the Commission JOINT REGULAR MEETING 1tJlI:d1m:5441R - 12 - COMMISSION MINUTES SEPTEKBER 16, 1991 1_ IlAYOR AIm COMMOIf COUIfCIL AIm mE COMIIIJIfITY DEVELOPMDT Cm.uSSIOIf OF mE CITY OF SAIl BERlWIDIlfO III If UTES ADJOURllBJl REGULAR IIBBTIlIG October 18, 1991 9:00 .... The Adjourned Regular Meeting of the Mayor and Common Council and the Community Development Commission was called to order at 9:12 a.m., on Friday, October 18, 1990, in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California, by Chairman W. R. Holcomb. ROLL ~A'.'. Roll call was taken with the following being present: Commission Members Jack Reilly; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; Norine Miller. Absent: Chairman W. R. Holcomb; Commission Members Esther Estrada and Ralph Hernandez. STAFF PRESENT Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Dennis A. Barlow, Senior Assistant City Attorney; Fred Wilson, Assistant City Administrator; John Hoeger, Project Manager; Al Boughey, Director Planning and Building Services; Ann Harris, Executive Director, Main Street; Phil Arvizo, Executive Assistant to the Common Council; Rachel Krasney, City Clerk, and; Deborah Marez, Recording Secretary, Development Department. OTIIERSINATTEImABCE Paul Danna, Architect, Keating, Mann Architects; Steve Gibson, Fred Kent, Steve Davies, Project for Public Spaces, Inc.; Rod MacDonald, Rancon Financial Corporation; Luis Monteagudo, The Sun Newspaper. PUBLIC COMMEIr.rS IfOT ON AGENDA There were no public comments. 1. IIA"COIf FIl(AIfCIAL CORPORATIOIf - EXCLUSIVE !lIGHT TO IfEGOTIATE (DOWNTOWN SITE) (Communitv Develoument Commission) KJB:de:5558R Special lIeeting - 1 - COMMISSIOIf IIBBTING MINUTES IIBBTING DATE: 10/18/91 Timothy Steinhaus, Economic Development Agency Administrator, provided background of development of downtown. On September 3, 1991 the Community Development Commission approved an Exclusive Negotiating Agreement with Rancon Financial Corporation concerning the city block bounded by Fourth, Fifth, "D", and "E" Streets. The agreement tasked Rancon with providing four work products on or before January 1, 1992: 1) a preliminary concept design for the Project; 2) a market feasibility study demonstrating the need for the Project to be constructed in the Downtown area; 3) an evaluation of the parking needs in the Downtown area and the impacts to be caused by the Project; and 4) a determination by the Developer of the parcel or parcels of the Property upon which the Project shall be developed. The Commission Members received a presentation of the first of these work products, the preliminary design concept from Rancon Financial Corporation and representatives from Project for Public Spaces. The presentation was wide ranging and included the interaction of the Rancon block with other areas in the downtown business district. The need for a Specific Plan to guide downtown development was also discussed. Some of the highlights recommended by the developers were: a) the concept of subdividing the block into four (4) quadrants by construction of two (2) new streets; b) an office tower of up to 180,000 square feet on the northeast corner of "E" and 4th Streets including a cafe and terrace; c) a five hundred and seventy (570) car garage, plus associated retail uses located north of the office tower; and d) a restaurant and a plaza east of the office tower. The Commission members requested a project summary describing the details of Phase I, some description of future phases, and related downtown improvements. An agreement regarding the design concept for Phase I will be needed before Rancon can pursue the market feasibility study and before beginning a concurrent effort to obtain commitment letters from prospective tenants which are required by February 29, 1992. 2. CLOSED SESSION There were no items to discussed in Closed Session. lOlI:de:555gR Special Meeting - 2 - COMMISSION MEETING MINUTES MEETING DATE: 10/18/91 ~ , 3. ADJOUI<Dl'll<l'lI There being no further business to discuss, the meeting of the Mayor and Common Council and the Community Development Commission was adjourned to Monday, October 21, 1991, 11:00 a.m., in the City Hall Council Chambers located at 300 North "D" Street, San Bernardino, California. Respectfully SUbmitted, ~II J. IIBBDERSON, Ezecutlve Directorl Secretary to the Commission IC.JH:dlm VH:de:5558R Special Meeting - 3 - CORMISSION MEETING MIl'IUTES MEETING DATE: 10/18/91 ~ I IlAYOR A1ID COIWIlI' COtJl'CIL TIIB Cvnnull.lTY DEVELOPMDr COIMISSIOI' OF TIIB CITY OF SAI' BERlWlDII'O A1ID TIIB 301ft POWERS FIlUI'CII'G AUTHORITY IIII'UTES 301ft REGULAR IIBBTII'G October 21, 1991 11:00 a... The Joint Regular Meeting of the Mayor and Common Council, Community Development Commission and the Joint Powers Financing Authority, was called to order by Chairman W. R. Holcomb, at approximately 11:37 a.m., on Monday, October 21, 1991, in the Council Chambers, City Hall, 300 North "D" Street, San Bernardino, California. ROLL I':Ar.T. Roll call was taken with the following members present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Ralph Hernandez; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; and Norine Miller. STAFF PRBSBIIr Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Dennis A. Barlow, Senior Assistant City Attorney; and Deborah Marez, Administrative Secretary, Development Department. OTIIBRS I. ATTKlmAl'CII: Timothy Sabo and Charlie Green, Special Counsel, Sabo and Green; Rod MacDonald, RANCON; Frank E. Schnetz, President, F. E. Schnetz Brokerage and Development. PUBLIC COMMENTS 0. ITEKS I'OT 0. TIIB AGEI'IlA COI'SBIIr CALBBDAR Commission Member Estrada made a motion, seconded by Commission Member Miller, that the Consent Calendar items numbered "I" through "5" be adopted, except for item number "3", respectively. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; None. Abstain: None. Absent: None Commission Members Miller. Noes: JOINT IlEGULAR IIBBTING lmp:0034X - 1 - COMMISSION MINUTES OCTOBER 21, 1991 Ie.- 1. JOIft POWKIlS FIlWICIBG AUTHOJ1ITY Commission Member Estrada made a motion, seconded by Commission Member Miller, to continue the regular meeting of the Joint Powers Financing Authority to Monday, November 18, 1991. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Mauds1ey; Minor; Pope-Ludlam; None. Abstain: None. Absent: None. Commission Members Miller. Noes: 2. COIMJlUTY DEVELOPMEKr COMtnSSION MIBllTES Commission Member Estrada made a motion, seconded by Commission Member Miller, to approve the minutes dated September 3, 1991, as submitted in typewritten form. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Mauds1ey; Minor; Pope-Ludlam; None. Abstain: None. Absent: None. Commission Members Miller; Noes: 4. APPROVAL OF r.RAlIlGE ORDEll ImMIlEIl TWO - MAIN STREEr IlEVITALIZATION PROGRAM. PRA!lW I (PER PLAN ImMBEJ1 8484 SUIlIlA PACIFIC In.J!CTRII:AT. COKrUCTIBG) (Community Deve10nment Commission) Commission Member Estrada made a motion, seconded by Commission Member Miller that the Change Order Number Two to the contract with Sierra Pacific Electrical for the Main Street Revitalization Program, Phase I, per Plan Number 8484, be approved, increasing the contract price by $325,586.00, from $1,680,200.23 to $2,005,786.23. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Mauds1ey; Minor; Pope-Ludlam; Miller; Noes: None. Abstain: None. Absent: None. S. COMP1l1mR1lSIVE BOUSIBG AFFORDABILITY STRATEGY (CollllllUllitv Deve10nment Commission) Commission Member Estrada made a motion, seconded by Commission Member Miller that the Commission receive and file the attached status report and the "Community Profile" and "Five Year Housing Strategy", which are the first and second parts of the Comprehensive Housing Affordabi1ity Strategy. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Mauds1ey; Minor; Pope-Ludlam; Miller; Noes: None. Abstain: None. Absent: None. JOINT REGOLAll IlEETIBG lmp:0034X - 2 - COMMISSION MIBllTES OCTOBER 21, 1991 /C/ 3. lIEW COlfSTIlUC'I'IOlf - SIlfGLE FAMILY FEE liUKUI (ColllllUllitv Develo1llllent CODIIIission) Kenneth J. Henderson, Executive Director, Development Department, explained that in discussion with the Housing Committee, the Committee had questions relative to the amendment to the Infill Housing Agreement and the Enterprise Zone Incentives. There was also discussion about the ability of developers to build 1,200 and 1,500 square feet homes in the City of San Bernardino for approximately $75,000 to $80,000. During the discussions with the Committee, staff indicsted homes would have to be sold for a much higher level excluding the developers profit margin. Commission Member Reilly asked about Code Amendments. Kenneth J. Henderson, Executive Director, Development Department, stated once the work to be completed had been provided to the Legislative Review Committee regarding the Enterprise Zone Incentives, a more comprehensive plan can be completed. Commission Member Reilly made a motion, seconded by Commission Member . Hernandez that the Commission receive and fUe the attached Survey. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; lfone. Abstain: Rone. Absent: Rone. Commission Members MUler. Roes: Elf]) OF CORSERr CALDDAR 6. FIVE LEVEL PARKIRG STRUCTllRlI: (ColllllUllitv Develo1llllent CODIIIission) Timothy C. Steinhaus, Administrator, Economic Development Agency, spoke briefly on the landscaping for the Five Level Parking Structure behind City Hall. He explained the landscaping would include planting trees and shrubs into the parking structure and also building a gazebo. He indicated preliminary costs for the project are estimated at $450,000. Mr. Steinhaus explained he had discussed this issue with the surrounding office bUildings, the Maruko Hotel and the Vanir Towers Building. They expressed their comments on the project stating the landscaping would soften the view for their office buildings. Chairman Holcomb questioned the cost of preparing the plans. Timothy C. Steinhaus, Administrator, Economic Development Agency, stated the cost would be approximately $12,000 for construction draWings for the landscaping. JOIllT REGllLAll MEETING lmp:0034X - 3 - COMMISSIOR MIl'lUTES OCTOBER 21, 1991 /t'____ Committee Member Estrada expressed her concerns regarding the plan stating she had requested staff to identify what is necessary to implement a plan for the downtown area. Discussions ensued on the cost of the project and also where funds are needed. Commission Member Reilly expressed his concerns and suggested the Commission authorize the preparation of: (1) a basic plan; (2) an intermediate plan; and (3) an ultimate plan. Timothy C. Steinhsus, Administrator, Economic Development Agency, explained a security system is being included as part of the landscaping project and that the Agency is currently receiving bids on the system. Commission Member Miller, made a motion seconded by Commission Member Minor that (a) the Five Level Parking Structure be referred back to the Redevelopment Committee and (b) ask the the Committee to look into the feasibility of a specific plan for the downtown area. Commission Member Estrada along with Commission Member Maudsley asked for clarification of said motion. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Minor; Pope-Ludlam; Miller. Noes: Commission Member Hernandez and Commission Member Maudsley. Abstain: None. Absent: None. 7. "CI.tti" UP FOR CHRISTMAS" PROGRAM (COIIIIIIUIlitv Develolllllent Cn.....tssion) Commission Member Minor made a motion, seconded by Commission Member Reilly that the Community Development Commission appropriate $100,000 in tax allocation bond proceeds to finance the City of San Bernardino "Clean Up for Christmas" Program. Commission Member Hernandez called for discussion requesting more information on the "Clean up for Christmas" Program. Chairman Holcomb explained the program stating the City contracts with community groups and organizations to take on clean-up projects in vsrious locations where we do not have manpower or resources to do it. It includes removing graffiti, weeds, trash, trimming shrubs, etc. He stated that it also gives the organizations funds for Christmas that ordinarily they would not have. Commission Member Reilly confirmed with the Chairman that this program is very well received with the communities. Commission Member Estrada set-aside for blight elimination. was still available. asked questions regarding the million dollar She wanted to know how much of that money Jonrr REGllLAR MEETIltG lmp:0034X - 4 - COMMISSION MINUTES OCTOBER 21, 1991 Ie. Kenneth J. Henderson, Executive Director, Development Department stated there was approximately $200,000 - $300,000 available. Commission Member Estrada recommended using the million dollar set-aside funds, instead of bond proceeds to finance the program. Commission Member Estrada made a motion, seconded by Commiasion Member Minor that the the funds for the "Clean-up for Christman" Program be financed by the million dollar set-aside money and not the bond proceeds. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; None. Abstain: None. Absent: None. Commission Members Miller. Noes: 8. III!RAl'I CARDEll RORTBWBST CORIIER OF FIFTH AIm "B" STREETS (COIIIIIUIlitv DeveloDlllent CODlllissionl Chairman Holcomb commented that RANCON felt it would be strategic to build a high-rise structure in this area. The installation of a highly visible garden would be a quick fix for the downtown area. Commission Member Hernandez explained the City had over $400,000 invested in the property which was originally purchased for the building of a senior citizen complex. Chairman Holcomb stated the garden area would add to the limited parking at the library. He believed the image of the City would be improved and attract more investors to San Bernardino which would include more jobs opportuni ties. Ron MacDonald of RANCON, located at 650 Hospitality Lane, San Bernardino, CA., stated when they looked at their Super Block, part of the overall planning process spilled-out into some of the other blocks. He believes the Urban Garden is a way to immediately give a positive look to the downtown area and that it could take place in a relatively short amount of time. Commission Member Hernandez questioned upgrading the park that currently surrounds the library into an Urban Garden. Commission Member Estrada questioned the implementation of an Urban Garden and also other alternatives that could be used to boost the downtown area. Mr. Frank Dominguez, Vanir Group of Companies, Vanir Towers, San Bernardino, CA., stated the beautification of an area is essential to a community. He believed it instills pride into a community and has a direct reflection against the crimes and problems that a community may have. JODIT REGULn MEETING lmp:0034X - 5 - COMMISSION MINUTES OCTOBER 21, 1991 Ie, Mr. Gil Lara, LARCON Development, 3731 Bast Lynwood Avenue, San Bernardino, CA., informed the Committee he has property directly across from the proposed area and that he has spent an extensive amount of time and money on a affordable housing project for the land. He felt it is necessary for the City to implement projects that will make people immediately change their opinion of downtown. Commission Member Bstrada made a motion, seconded by Commission Member Hernandez to table the approval of the concept of an Urban Garden at this time. The motion failed by the Estrada; Hernandez; Pope-Ludlam. Minor; Miller. Abstain: None. following vote: Ayes: Commission Members Noes: Commission Members Reilly; Maudsley; Absent: None. Commission Member Minor made a motion, seconded by Commission Member Miller to authorize staff to hire an Engineer to complete engineering drawings for an Urban Garden. Discussions ensued regarding the Garden, the cost of the Garden and also the PRO's and CON's of implementing an Urban Garden on the corner lot. Commission Member Minor made a substitute motion, seconded by Commission Member Miller to (a) authorize an outside engineer to do a plan study which would include parking/no parking, and at least three options of pricing for the park ($50,000, $100,000 and $150,000); and (b) when the information is obtained, and refer same to the Ways and Means Committee. Commission Member Pope-Ludlam reminded the Committee that the property was purchased with the 20% set-aside from the Housing funds. She commented the funds will have to be replaced because parks cannot be purchased with hOUSing funds. Mr. Henderson confirmed that if the property is not used for housing, the funds must be replaced. The amount of replacement is $500,000. The motion carried by the following vote: Ayes: Commission Members Estrsda; Reilly; Maudsley; Minor; Pope-Ludlam; Miller. Noes: Commission Member Hernandez. Abstain: None. Absent: None. Chairman Holcomb adjourned the meeting to the MIC room at for a workshop lunch. MEETING RECOnVJSKJ!;D The meeting of the Mayor and Common Council, the Community Development Commission and the Joint Powers Financing Authority reconvened and was called to order by Chairman Holcomb. ROLL CALL Roll call was taken with the following members present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Ralph Hernandez; Michael Maudsley; Tom Minor; Valerie Pope-Ludlam; and Norine Miller. JOINT REGOLAR MEETING lmp:0034X - 6 - COMMISSION MINUTES OCTOBER 21, 1991 /~ STAFF PllESDr Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Dennis A. Barlow, Senior Assistant City Attorney; and Deborah Marez, Administrative Secretary, Development Department. 0l'IIERS Ill' ATTElI'DAlI'CB Rod MacDonald, RANCON; Frank E. Schnetz, President, F. E. Schnetz Brokerage and Development; John P. Elliott, III, Innerbroker Marketing. RS-I PACIFIC FEDERAL BUILDING ACQUISITION - PUBLIC RRAI!T1IC John P. Elliot III, Real Estate Broker, Innerbroker Marketing, Riverside, California, stated he was asked to come and present an offer in regard to the super block property. He indicated he was the authorized broker, selected by the Resolution Trust Corporation (RTC) and Emerson International Management. He stated that his listing agreement had one exclusion to the contract for the San Gorgonio Land Company. Mr. Elliot stated the City was never revealed to the Government as the" actual purchaser until the release in the Sun Newspaper which is a violation of the RTC rules. Furthermore, he believed the San Gorgonio Land Company did not plan on revealing the purchase by the City which is a violation of the Government's Purchase Agreement. To eliminate future violations, he suggested the City hire a Real Estate Broker who would work as the City of San Bernardino's sole broker. Commission Member Hernandez expressed his concerns regarding the process the City uses to purchase buildings. Discussions ensued regarding the negotiations for the purchase of the Pacific Federal Building and the purpose of the Public Hearing. Dennis Barlow, Senior Assistant City Attorney, stated the City was not legally responsible to purchase this property. Commission Member Reilly made a motion, seconded by Commission Member Minor to close the Public Hearing. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. Chief RObbins, San Bernardino Police Department, commented on the proposed police facility, the location and also the location changes of county facilities within San Bernardino. Discussions ensued relative to the legal aspects of the purchasing of property. JOIllT REGllLAR MEETING Imp:0034X - 7 - COMMISSION MINUTES OCTOBER 21, 1991 Ie, Commission Member Hernandez questioned the costa of upgrading the property to meet the police departments needs. COMMISSIOBERS IlAUDSLXY AIm ESnADA WAS EXCUSED AT 5:48 P.M. Shauna Clark, City Administrator, indicated the City Administrator's Office was in the processing of preparing an RFP for a space study which will involve programming to determine the size of the facility, the layout of the facility and how it needs to be re-designed for the police department. She emphasized the space study cannot be completed until the building is purchased. COMMISSIOBERS IlAUDSLXY AIm ESTRADA IllmlRBED AT 5:52 P.M. Commission Member Minor emphasized the need for the police department to relocate. He noted many problems would be resolved with the purchase of a new facility. Commission Member Miller made a motion, seconded by Commission Member Minor to keep the location for the Police Department at 701 North "E" Street and 767 North "E" Street. The motion carried by the following vote: Ayes: Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; None. Abstain: None. Absent: None. Commission Members Miller. Noes: Chairman Holcomb recommended the Commission close escrow on the said property according to the terms previously negotiated. (Commnnftv Develooment Commission) MOTIO. A: Commission Member Minor made a motion, seconded by Commission Member Reilly to authorize the purchase of certain real property generally located at 701 North "E" Street and 767 North "E" Street, inCluding certain vacant parcels and parking areas bounded on the west by "E" Street, for an amount not to exceed $3,520,000 and that the Community Development Commission authorize an increase in the Department's budget in the amount of $3,520,000. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Maudsley; Minor; Pope-Ludlam; Miller. Noes: Commission Member Hernandez. Abstain: None. Absent: None. (Havor ..nd Co_on Council) MOrIO. B: RESOLUTION NO. 91-440 RESOLUTION OF rBE IlAYOR Al'lD COMMOB COtlBCIL OF rBE CITY OF SAB BEIllWmINO, CALIFORBIA, APPROVIllG rBE ACQUISITIOB OF CERTAI. PROPERTY FOR POLICE DEPARnwo: USES Al'lD MAJaNG FIBDIlIlGS Al'lD b.l5IJuuuBATIOBS AS TO rBE BEBEFIT TO VARIOUS REDEVELOPMEBT PROJECT AREAS OF SUCH ACQUISITIOB. Jomr REGULAR MBETIllG lmp:0034X - 8 - COMMISSIOB MIBUTES OCTOBER 21, 1991 Ie Council Member Minor made a motion, 8econded by Council Member Reilly to waive furthur reading and adopt 8aid re80lution. The motion carried by the following vote: Aye8: Council Members Estrada; Reilly; Maudsley; Minor; Pope-Ludlam; Miller. Roes: Council Member Hernandez. Abstain: Rone. Absent: Rone. (Community Develoument Commission) IUrION C: RESOLUTION RD. 5315 RESOLUTION OF rBE COIMlMTY DEVELOPMERT COMIIISSION OF rBE CITY OF SAR IlEUARDlRO, CALlFODU, APPROVIRG rBE ACQUISITION OF CERTAIN PROPERTY FOR FOLlCE DEPARll'ml'fL USES ARB HAnRG FIRDIRGS ARB I1.uUl'U.lUTIONS AS TO rBE BElEFIT TO VARIOUS REDEVELOPMERT PROJl!CT AREAS OF SUCH ACQUISITION. Commission Member Minor made a motion, seconded by Commission Member Reilly to waive furthur reading and adopt said resolution. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Maudsley; Minor; Pope-Ludlam; Miller. Roes: Commission Member Hernandez. Abstain: Rone. Absent: Rone. Chairman Holcomb read the letter from Emerson International Real Estate Services dated September 4, 1991 to the Commission/Council. COIMISSIOllER MAUDSUY WAS EXCUSED AT 6:13 P.II.. COMIIISSIOllER MAUDSLEY IlETURIIED AT 6:18 P.II.. Commissioner Estrada stated formal policies should be developed and adopted regarding the process for property acquisition. She requested a draft policy be drafted and forwarded to the Redevelopment Committee for review and discussion. Chairman Holcomb moved for a recess at 6:21 p.m.. MEErIRG RECOlWERED At 6:29 p.m. the meeting of the Mayor and Common Council, the Community Development Commission and the Joint Powers Financing Authority reconvened and was called to order by Chairman Holcomb. ROLL I:n.T. Roll call was taken with the following members present: Chairman W. R. Holcomb; Commission Members Esther Estrada; Jack Reilly; Ralph Hernandez; Michael Maudsley; Tom Minor; and Rorine Miller. Absent: Commission Member Pope-Ludlam. JOIllT REGULAR MEETIRG lmp:0034X - 9 - COMMISSION MUUnS OCTOBER 21, 1991 II'~ STAFF PRlSDT Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Dennis A. Barlow, Senior Assistant City Attorney; and Deborah Marez, Administrative Secretary, Development Department. OTHERS III ATTEIIDAllCE Rod MacDonald, RANCON; Robert Temple; Charlie Green, Special Counsel, Sabo & Green. COIWIISSIOllR POPE-LUDLAJI AnIVBD AT 6:30 P.M.. JlS-2 RAIICOII FIRAIICUL CORPORATIOII - EXCLUSIVE BEGOTIATIIIG Ac::vn"llUIT (DOWIITOWII SITE) (C..-nmt tv Develollllent COBIIIission) MOrIOIl A: Commission Member Estrada made a motion, seconded by Commission Member Miller to approve the Phase I concept of Rancon Financial Corporation regarding development of the block bounded by Fourth, Fifth, "D" and "E" Streets including new interior streets, an office tower, restaurants, a courtyard and a parking structure. The motion carried by the following votes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. (COlllllllmttv DeveloDlDent Coaaission) MOrIOIl B: Commission Member Estrada made a motion, seconded by Commission Member Miller to refer the matter of creating a Specific Plan for downtown development to the Redevelopment Committee for review and recommendation. The motion carried by the following votes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. JlS-3. WEST SIDE PI.AU (Communitv DeveloDlDent Coaaission) Commissioner Maudsley reported on the meeting between the San Bernardino Unified School District Board Meeting and the City concerning Viva Market liquor license. Kenneth Henderson reported that the Memorandum of Understanding has been prepared and is being finalized. JOIllT REGULAll MEETIBG lmp:0034X - 10 - COMI'IISSION MINUTES OCTOBER 21, 1991 Ie RS-S. AD.JOURRED Chairman Holcomb adjourned the meeting of the Mayor and Common Council, the Community Development Commission and the Joint Powers Finaning Authority at 6:31 p.m., to Monday, November 4, 1991, at 11:00 a.m., in the City Hall Council Chambers located at 300 North "D" Street, San Bernardino, California. Respectfully submitted, UilUIJ5IIl J. HENDERSON Executive Directorl Secretary to the Commission JOINT REGULAR MEETING lmp:0034X -11- COMMISSION MHlllTES OCTOBER 21, 1991 Iv MAYOR AlUl COIKlll COUBCIL, COMtmBITY DEVELOP!IElIr COtMISSIOll AlUl TIlE .JOIlIT POWERS nlWllCIIlG AUTHORITY OF TIlE CITY OF SAlI BBlnWlDIlIO MIlIUTES .JOIlIT REGllLAR REErIIlG December 16, 1991 11:00 a... The Meeting of the Mayor and Common Council, Community Development Commission and the Joint Powers Financing Authority was called to order by Chairman W. R. Bolcomb at approximately 11:10 a.m., on Monday, December 16, 1991, in the Council Chambers, City Ball, 300 North "D" Street, San Bernardino, California. ROLL r.&T.T. Roll call was taken with the following members present: Chairman W. R. Bolcomb; Commission Members Jack Reilly; Ralph Bernandez; Michael Maudsley; Tom Minor; Norine Miller. Absent: Commission Member Estrada (late); Commission Member Pope-Ludlam (late). STAFF PRESElIT Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Benderson, Executive Director, Development Department; Dennis A. Barlow, Senior Assistant City Attorney; Phil Arvizo, Executive Assistant to Council; Rachel Krasney, City Clerk; Cathy Martinez, Acting Secretary, Development Department; and La Vonda Pearson, Acting Secretary, Development Department. OTIIERS III ATTENDAlICE Timothy Sabo, Special Counsel, Sabo and Green; PURLI C COMMEl!lTS 011 ITEMS BOT OW TIlE AGENDA There were no public comments. CONSElIT CALENDAR Timothy C. Steinhaus, Administrator, Economic Development Agency, requested items numbered "7" and "12" be pulled from the consent calendar. .JOINT REGULAR REErING lmp:1503C - 1 - COMMISSION MINUTES DECEMBER 16, 1991 l.J Commission Member Reilly made a motion, seconded by Commission Member Miller, that the Consent Calendar items numbered "1" through "12" be adopted, except for items numbered seven (7) and twelve (12). The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Roes: Rone. Abstain: Rone. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 1. Jonr.r POWERS FlRABCING AUTHORITY (COIIIIUDitv DeveloDlllent Commission Commission Member Reilly made a motion, seconded by Commission Member Miller, to continue the regular meeting of the Joint Powers Financing Authority to Wednesday, January 23, 1992. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Roes: Rone. Abstain: Rone. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 2. COMltUlfITY DEVELOPMEBT COIMISSIOB MIIlllTES (COIIIIUDitv DeveloDlllent Commission) Commission Member Reilly made a motion, seconded by Commission Member Miller to approve the Community Development minutes dated October 7, 1991 and December 2, 1991, as submitted in typewritten form. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Roes: Bone. Abstain: Rone. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 3. REDEVELOPMEBT COtWII'ITU MIIlllTES (COIIIIUDitv Deve10Dlllent Commission Commission Member Reilly made a motion, seconded by Commission Member Miller to approve the Redevelopment Committee minutes dated Bovember 21, 1991, December 4, 1991 and December 5, 1991, as submitted in typewritten form. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Roes: Rone. Abstain: Rone. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. JOIl'IT REGULAR MEETING lmp:1503C - 2 - COMMISSION MINUTES DECEMBER 16, 1991 itA 4. CKRTRAT. CITY nOMElUDE SCBlllIGIB DEVELOPMDr (Mavor An" Co_on Council) Council Member Reilly made a motion, seconded by Council Member Miller that the following resolutions be approved and adopted: MOTIOB A IlESOLOTIOB ImMBEIl 91-498 IlESOLOTIOB OF TIlE MAYOR AD COtft>B COUBCIL OF TIlE CITY OF SAR BERlWlDIBO AOTBORIZIBG TIlE EXECUTIOB OF An6I.WI'UUU ImMBEIl SIX TO TIlE LOAR AGJUwouurr IlELATIBG TO CDTRAL CITY nOMElW>B. MOTION B IlESOLOTIOB ImMBEIl 91-499 RESOLOTIOB OF TIlE MAYOR AD COtft>B COUBCIL OF TIlE CITY OF SAR BERlWlDIBO AOTBORIZIBG TIlE EXECUTIOB OF SUP1'LBMD'T ImMBER SIX TO TIlE IBDBl'mJRB IlELATIBG TO CDTRAL CITY PROMElW>B. The motion carried by the following vote: Ayes: Council Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Council Member Bstrada; Council Member Pope-Ludlam. 5. PIPELINE BOUSIBG PROJECTS (Community Develooment C~ission) Commission Member Reilly made a motion, seconded by Commission Member Miller to receive and file the status report regarding pipeline housing projects. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 6. AGRERruuu WITH SSUI vlU'IruKllS. INC. (Community Develooment Commission) Commission Member Reilly made a motion, seconded by Commission Member Miller to approve changes to the Infill Housing Agreement between the City of San Bernardino Redevelopment Agency (Development Department) and SSLM Ventures, Inc., and incorporate and expand language consistent with changes to Community Redevelopment Law. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. JOINT REGULAR IIBBTIBG lmp:1503C - 3 - COMMISSION MINUTES DBCEftBBR 16, 1991 lcl 8. FIRST AhMI1ll'II\lU TO COUBTY COBrR.lCT #91-292 (Kavor -11" en-on COUDen) Couneil Member Reilly made a motion, seconded by Council Miller that the following resolution be approved and adopted: MOTION A: RESOLUTION RIlMBKR 91-500 RESOLUTION OF TIlE MAYOR A1ID COIMlN COtJRCIL OF TIlE CITY OF SAR BBIlRARDINO APPROVING TIlE FIRST ~ TO THAT COBrR.lCT BY A1ID AIKlNG TIlE REDEVELOPMDr AGEl'ICY OF TIlE CITY OF SAR BEIlRARDINO, TIlE CITY OF SAN BERlWlDIRO A1ID TIlE COulIn OF SAN BEIlRARDINO PERTAINING TO TIlE USB OF CERTAIN coth..lI.lTY DBVBLOPMDr BLOCK GRAlIT FtJRDS (WBSTSIDB PLAZA PROJllCT). The motion earried by the following vote: Ayes: Couneil Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Council Member Estrada; Council Member Pope-Ludlam. (Community Develonment C~fssion) Commission Member Reilly made a motion, seconded by Commission Member Miller that the following resolution be approved and adopted: MOTION B: RESOLUTION ImMBD 5313 RESOLUTION OF TIlE Corl~....lrY DBVBLOPMDr CO!MISSION OF TIlE CITY OF SAR BBIlRARDIIO APPROVING THE FIRST AnuIJl'Wl[[ TO THAT CERTAIN COBTRACT BY AND AMONG TIlE REDBVBLOPMDr AGEl'ICY OF TIlE CITY OF SAR BEIlRARDIRO, TIlE CITY OF SAR BEIlRARDIRO A1ID TIlE COtJRTY OF SAR BEIlRARDINO PnTAIRING TO THE USB OF CERTAIN COMMUIlITY DBVBLOPMDr BLOcr GRAM' FtJRDS (WESTSIDB PLAZA PROJllCT). The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 9. SOLICITATION OF DEMOLITION PROPOSALS FOR AU. IMPROVErull'ITS LOCATED AT 2730 NORTH ftEft STRRR? (Community Develonment CODlllission) Commission Member Reilly made a motion, seconded by Commission Member Miller to authorize the Executive Director to execute a demolition and disposal contract in an amount not to exceed $99,250 to Shrosbree Construction for the demolition and disposal of all structures and improvements on said property known as 2730 North "E" Street. JOINT REGULAR MEETING lmp:1503C -4- COMMISSION MINUTES DECEMBER 16, 1991 1J The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 10. StlNLAC CORPORATIOI'/ - PROPOSAL FOR STl!TRII (16) Ul'/IT SUBDIVISIOI'/ (Community Develonment Commission) Commission Member Reilly made a motion, seconded by Commission Member Miller to approve the Sunlac Corporation request for assistance in an amount not to exceed $425,000 based upon information and recommendations set forth in the staff report and authorize and direct Agency Counsel to prepare an appropriate agreement. The motion carried by the follOWing vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. 11. LA OUIlITA tKlTOR IBl'/S. Il'/C. (Ravor .nd Common Council) Council Member Reilly made a motion, seconded by Council Member Miller that the following resolutions be approved and adopted: MOTIOI'/ A: RESOLUTIOI'/ BmIBER 91-501 RESOLUTIOI'/ OF TIlE MAYOR AND COMMOI'/ COUl'/CIL OF TIlE CITY OF SAN BEIllWIDIl'IO, CALIFORl'/IA, DECLARIl'IG ITS Il'ITElIT TO ISSUE BONDS AND AUTHORIZIl'IG TIlE POBLICATIOI'/ OF A l'IOTICE OF PUBLIC IlEARIl'IG REGARDIl'IG TIlE PROPOSED ISSUANCE OF ITS "CITY OF SAN BEIllWIDINO, CALIFORl'/IA, IlUlUSTRIAL DEVELOPtIEl'IT R1sul'luJI BONDS, ISSUE OF 1992 (LA QUIlITA tKlTOR IDS, Il'/C. PROJECT)"; MAnl'lG CERTAII'/ FINDINGS AND DJluIlI'UBATIOl'/S 11'1 COIl'lECTIOI'/ TIIEIlEWITH. MOTIOI'/ B: RESOLUTIOI'/ BmIBER 91-502 RESOLUTIOI'/ OF TIlE MAYOR AND COMMOI'/ COUl'/CIL OF TIlE CITY OF SAN BEIllWIDIl'IO APPROVIl'IG TIlE APPLICATIOI'/ OF LA QUIlITA MOTOR IDS, Il'/C., FOR Il'IDUSTRIAL DEVELOPtIEl'IT BOND FIl'IAlfCIl'IG; DIRECTII'/G TIlE . PREPARATIOI'/ OF CERTAIlf DOCllMElITS; AND MAnl'lG CERnII'/ OTHER FINDIl'IGS AND DETERMIl'IATIOl'/S 11'1 COIl'lECTIOl'l t'IIEIlEWITB. The motion carried by the following vote: Ayes: Council Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Council Member Estrada; Council Member Pope-Ludlam. JOIlIT REGULAR MEETIl'lG lmp:1503C - 5 - COMMISSION MINUTES DECEMBER 16, 1991 itl ... --- ~ .- 7. IBVESnmIn' POLICY (COIIIIItIIlitv Deve101llllent Coaaission) Timothy C. Steinhaus, Administrator, Economic Development Agency, spoke briefly on the Investment Policy of the Agency. He stated the pOlicy had been used for approximately 2-3 years, and was the same policy followed by the City. Commission Member Minor made a motion, seconded by Commission Member Maudsley to approve and adopt the Development Department's annual statement of investment policy for the year 1992. The motion carried by the following vote: Ayes: Commission Members Reilly; Hernandez; Maudsley; Minor; Miller. Noes: None. Abstain: None. Absent: Commission Member Estrada; Commission Member Pope-Ludlam. COMMISSIOIlImMBD POPE-LUDLAM AnIVED AT 11:13 A.II. 12. CLIFF R. CAREL AIm ASSOCIATES - "IUT.T.KIIIIIUft IIAlroR" PROPOSAL (CnMMnnitv Develo1llllent Coaaission) Timothy C. Steinhaus, Administrator, Economic Development Agency, recommended this item be referred back to the Housing Committee for further study. Commission Member Miller, made a motion, seconded by Commission Member Pope-Ludlam that the item be referred back to the Housing Committee for further study. The motion carried by the following vote: Ayes: Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Abstain: None. Absent: Commission Member Estrada. Commission Members Noes: None. Commission Member Hernandez questioned when the item would be brought back to the Commission. Timothy C. Steinhaus, Administrator, Economic Development Agency, stated the item would be brought to the next housing committee meeting. Elm OF CONSEM' CALEImAR 13. GUADALUPE RATU'IELD LIGHTlE PROJECT (Mavor and Coaaon Council) COUBCIL ImMBD POPE-LUDLAM WAS EXCUSED AT 11:14 A.II. JOIlIT REGULAR MEETIE lmp:1503C - 6 - COMMISSION IIIl'IllTES DEcmmER 16, 1991 tel Council Member Reilly made a motion, seconded by Council Member Hernandez to approve supplemental CDBG funding in the amount of $50,224 to augment funding for the rehabilitation of the ballfield lighting at Guadalupe Park and increasing the total CDBG funding for this project to $92,000. The motion carried by the following vote: Ayes: Council Members Reilly; Hernandez; Maudsley; Minor; Miller. Roes: Rone. Abstain: Rone. Absent: Council Member Estrada; Council Member Pope-Ludlam. 14. RBPAVIBG OF Al!IIOWRJI:AD AVEImJI: FROM lULL STREET TO THnD STRn-r (COIIIIIIJI1itv Develollllent CODlllission) COtl!lISSIOB MDUlER ESTRADA AIlRIVED AT 11:15 A.II. COtl!lISSIOB MDUlER POPE-LUDLAM iJuullUD AT 11:15 A.II. Commission Member Hernandez questioned the legality of using bond proceeds for the repaving of streets. Timothy C. Steinhaus, Administrator, Economic Development Agency, indicated this project was a major reconstruction to the street, therefore, it. qualified for use of the Tax Allocation Bonds. Dennis A. Barlow, Senior Assistant City Attorney, confirmed Mr. Steinhaus' statement that the major reconstruction to the street does allow it to qualify for the Tax Allocation Bonds. Commission Member Pope-Ludlam made a motion, seconded by Commission Member Hernandez to allocate the sum of $500,000 from the Subordinate Tax Allocation Bond issue of 1991, Series B, Central City Merged Project for the purpose of paving Arrowhead Avenue, Mill Street to 3rd Street. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Roes: Rone. Abstain: Rone. Absent: Rone. 15. !lJIIAT.T. BOSnu:SS LOAB COT.UTERAL SUBSTITDTIOB (Co!!!lDUlli tv DeveloDlllent CODlllission) Commission Member Minor made a motion, seconded by Commission Member Hernandez to authorize the Development Department staff to facilitate the substitution of the residence located at 18265 Tullock Street, Bloomington, California for the residence located at 9466 Laurel Avenue, Fontana, California as collateral, in part, for the small business loan agreement between the City of San Bernardino and T & A Meats and Provisions. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Roes: Rone. Abstain: Rone. Absent: Rone. Jonrr REGULAR MEETIBG lmp:1503C - 7 - COMMISSIOR IURllTES DECEMBER 16, 1991 J..d 16. Al':1llmowrr FOR LEl:AT. SEWIClI:S (Mavor and COIIIDon Council Council Member Reilly made a motion, seconded by Council Member Minor that the following resolution be approved and adopted: MOTION A: RESOLUTION ImMBER 91-503 RESOLUTION OF TIlE CITY OF SO IlERltARDIBO ADmOnZING TIlE EXECUTION OF 0 AGi:JwoIMr BETWDlI TIlE CITY OF SO IlERlWmINO AIm TIlE COMJBITY DEVELOPIIEM' COMtlISSION OF TIlE CITY OF SAW IlERltARDINO RELATING TO LEGAL SEWIClI:S. The motion carried by the following vote: Ayes: Council Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. (COIIIDUDitv Develooment Commission) MOTION B: Commission Member Reilly made a motion, seconded by Commission Member Kinor to authorize the execution of a legal agreement between the City of San Bernardino and the Community Development Commission of the City of San Bernardino relating to legal services. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Kinor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. 17. HOSPITALITY URE SECURITY DISTRICT (Community Develooment COIIIDission Timothy Sabo, Sabo & Green, spoke on the legalities of this item and whether it accomplished a redevelopment purpose. Chairman Holcomb felt the need to keep up economic growth in that area. He stated that financing a Hospitality Lane security district would be simple since the necessary redevelopment funding is available. Commission Member Reilly asserted that once we assist one area, other areas will approach for the same type of assistance even through they may not be in a redevelopment project area. JOIllT REGULAR MEETING lmp:1503C - 8 - COMKISSION MINUTES DECEMBER 16, 1991 1,1 - ~ Commission Member Estrada indicated that given the area, the additional security would help assist the Police Officers and allow them to spend time in other areas of the City. She also indicated by having the presence of security in a given area, it may relieve the on-going problems the district faces. Commission Member Hernandez felt this type of security would replace the Police Department, however, we would have to offer other areas the same type of agreement. Timothy C. Steinhaus, Administrator, Economic Development Agency informed the Commission that the Redevelopment funds could not legally be used to supplant funding for Police Officers. Commission Member Estrada asked staff when additional information could be received on this item. Timothy C. Steinhaus, Administrator, Economic Development Agency, said additional information would not be complete until approximately the Community Development Commission Meeting of February 25, 1992. Debbie Cochran, owner of Inland Flowers, 1991 Diners Ct., Hospitality Centre, San Bernardino, and spokesperson for the Hospitality Lane Business District stated the business people were waiting for a commitment by the City to match their funds for the security in the area. She indicated the $41,928 figure was an annual amount allowing business owners to limit their spending on security to $10.00 a day. Chairman Holcomb recommended funding for 60 days, and for staff to work out appropriate details and bring the issue to the Community Development Commission meeting of February 3, 1992. He also indicated the funds used would come from tax increments. Timothy Sabo, Special Counsel, Sabo and Green, stated that he could not recommend the use of tax increment funding without further study of the project. Kenneth J. Henderson, Executive Director, Development Department, stated the project could be funded for 60 days using the Collateralized Mortgage Obligation funds (CMO). Commission Member Estrada made a motion, seconded by Commission Member Hernandez to approve funding 'for the project for 60 days using the Collateralized Mortgage funds and request staff to obtain more information on project. Kenneth J. Henderson, Executive Director, Development Department, indicated there was approximately $150,000 in CMO funds available. JOIBT REGOLAlt IlEETIRG lmp:1503C - 9 - COMMISSION MINUTES DECEMBER 16, 1991 Id - Discussion ensued regarding the legal use of the Redevelopment Funds and the projects it benefits. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. RS-l CLOSIBG OF TIlE ECOBOMIC AGDCY DURIBG TIlE WEEJ( OF CHRIStMAS (Community Develoument Commission) Timothy C. Steinhaus, Administrator, Economic Development Department, indicated there would be no charge to the City for the Agency's closure. He also indicated all staff was aware of the proposed action and unanimously recommended approval. Commission Member Minor made a motion, seconded by Commission Member Estrada to approve the closing of the Economic Development Agency/Development Department to facilitate the installation of fire-sprinklers and accomplish certain operational savings. The motion carried by the following vote: Ayes: Commission Members Estrada; Reilly; Hernandez; Maudsley; Minor; Pope-Ludlam; Miller. Noes: None. Abstain: None. Absent: None. COMMISSIOKn ESTRADA WAS EXCUSED AT 11:48 18. ADJOlJD TO CLOSED SESSION There were no Community Development Commission issues to discuss in Closed Session. 0TII1nI MATTOS The Joint Regular Meeting of the Mayor and Common Council and the Co..unity Development C~ssion of the City of San Bernardino will be held on WedneSday, January 23, 1992 do to the holiday on Monday, January 21, 1992. JOIllT REGULAR MEETIBG lmp:1503C - 10 - COMMISSION MINUTES DECEMBER 16, 1991 it! 19. ADJOUUMERT Chairperson Holcomb adjourned the Joint Regular Meeting of the Community Development Commission to Monday, January 6, 1992 at 11:00 a.m., in the City Hall Council Chambers located at 300 North "D" Street, San Bernardino, California. Respectfully SUbmitted, UUUUITI1 J. IIE1UlERSON, Executive Directorl Secretary to the Commission JOINT REGULAllIlEBTIBG lmp:1503C -11- COMMISSION MINUTES DECEMBER 16, 1991 1d - - IlEDEVBLOPImRT COtWfITrEE IIII1UTES SPECIAL IlEETIIIG DeceBber 12, 1991 8:30 .... The Special Meeting of the Redevelopment Committee was called to order by Chairperson Estrada at 8:45 a.m., in the Economic Development Agency Board Room, 201 North "E" Street, San Bernardino. ROLL I':Al.T. Roll Call was taken with the following members being present: Committee Member Jack Reilly, Committee Member Michael Maudsley, Chairwoman Esther Estrada. ll'rAn' PRESEBr Timothy C. Steinhaus, Administrator, Economic Development Agency; Kenneth J. Henderson, Executive Director, Development Department; Stafford Parker, Deputy Director, Development Department; Barbara Lindseth, Adminiatrative Services Manager, Development Department; Lorraine Velarde, Executive Assistant to the Mayor; Dennis Barlow, Senior Assistant City Attorney; Phil Arvizo, Executive Assistant to the Council; La Vonda Pearson, Acting Recording Secretary, Development Department. OTHERS III ArrEl'fDAlICE None. 1. ECOl'fOMIC DEVBLOPImRT J.cn~ IDEVBLOPImRT DEPAllIh.i1u _ USE OF OTHER FUlmS J.l'fD BOlm PROCR"Rns AS OF DECEMBER 10. 1991 - CASH FLOW ABALYSIS Timothy C. Steinhaus, Administrator, Economic Development Agency, briefly explained the format of the Cash Flow Analysis Report for clarity. Barbara Lindseth, Administrative Services Manager, begin revieWing the report with the Committee as follows: J.. Central City Project Area Ms. Lindseth reviewed the cash in bank, revenues and expenditures. She commented that as development increases, the revenues will increase also. She indicated as she projects revenue, she is very conservative. Councilman Reilly mentioned the Andreson Building being up for auction and questioned the effect it may have on the lease. SPECIAL 1lEET1l'fG 1506C:lIIp - 1 - IlEDEVBLOPMEIn" COMMITTEE DECEMBER 12, 1991 Chairwoman Estrada had concerns about the Agency projects with funds belonging to other projects. Commission should be aware of all internal loans loaning money to She felt the between projects. Discussions ensued regarding the administrative costs, the 20% set-aside and the payment of salaries. B. State College Project Area Ms. Lindseth indicated this project is doing well in tax increment. She explained the cash on hand, revenues and expenditures. Kenneth J. Henderson, Executive Director, Development Department, reviewed the Renovation of 5th and "D" Streets and the purchase of the Pac Fed Buildings. Chairwoman Estrada had questions relative to the tax increment on this project. C. Central City Borth Project Area Ms. Lindseth explained the Funds Held by Fiscal Agent and the Funds Held by the Agency. She indicated this project area will run into a deficit in the 1991-1992 fiscal year. Discussions ensued regarding the Sturges Auditorium Loan; who was responsible for payments, and also the administrative costs for the project. D. Central City Vest Project Area Ms. Lindseth stated this project is currently receiving tax increment slightly in excess of debt service. She said each project is responsible for its administrative costs such as electrical and salaries. B. Southeast IDdustrial Park Project Area Ms. Lindseth indicated the tax increment for this project is good. She reviewed the revenues, expenditures and potential surplus for both the Funds Held by Fiscal Agent and the Funds Held by Agency. Chairwoman Estrada asked questions regarding the South "E" Street Bridge, the funds used for the Bridge, the use of tax increment versus bond proceeds and also the effect that Norton Air Force Base would have on the Southeast project. Discussions ensued relative to Chairwoman Estradas' questions and also the expansion of San Bernardino. SPECIAL MEETIRG 1506C:lJap - 2 - IlEDEVELOPMDT COMMIl'TEE DECEMBER 12, 1991 Timothy C. Steinhaus, Administrator, Economic Development Agency, discussed the California Redevelopment Agency Association (CRA) and their knowledge regarding expansion of areas. He indicated they sponsor seminars and conferences on that subject. F. Northwest Project Area Ms. Lindseth discussed the revenues and expenditures of this project. She indicated it will receive a loan from State College when the projected deficit occurs, and that the deficit will decrease as the tax increment increases. Councilman Maudsley questioned the San Bernardino Hospital Guarantee of $318,500, and if the funds had been paid for that expenditure. Kenneth J. Henderson, Executive Director, Development Department, stated if the necessary improvements are complete by the end of the 1991-1992 fiscal year (lights, streets, curbs and gutters), the Agency will not be responsible for the expenditure. G. Tri-City Project Area Ms. Lindseth reviewed the cash in bank, revenues and expenditures. Discussions ensued regarding the Haagen Owner Participation Agreement (OPA) Contract and the Off Ramp Construction project. H. Uptown Project Area Ms. Lindseth explained the cash on hand, revenues and expenditures. Chairwoman Estrada asked questions regarding the Pioneer Cemetary Expansion. Kenneth J. Henderson, Executive Director, Development Department, indicated the costs listed were only for Phase I of the project as approved by the Community Development Commission. I. South Valle Project Area Ms. Lindseth discussed the cash on hand, revenues and expenditures. She stated that a line of credit was granted by Wells Fargo for the Portugal & Neal project. J. Mt. Vernon Business Corridor Ms. Lindseth explained the revenues and expenditures of this project. She indicated the Mt. Vernon Business Corridor had no cash on hand and has a negative balance. She stated this project area would receive a loan from Southeast Industrial Park. SPECIAL MEETIE l506C:lmp - 3 - REDEVELOPIIERT COMMITTEE DECEMBER 12. 1991 .... It. LowlMod BousiD& I'uad Ms. Lindseth discussed the revenues, expenditures and balance of this fund. She stated the cash flow is approximately $3 million a year. Councilman Reilly expressed concern over the recession and how it would effect the EDA. Timothy C. Steinhaus, Administrator, Economic Development Agency, indicated the Agency should carefully pick and choose expenditures. Be stated the Agency owns a lot of property and the plan is to start marketing the property by either selling or developing. Stafford Parker, Deputy Director, Development Department, emphasized the need for the Agency to meet with the Commission and conduct an informative workshop on the projects of the Agency. It was recommended that the California Redevelopment Agency (CRA) also be involved. RECO_nATIOB The Redevelopment Committee recommended this item be brought to the Community Development Commission for approval with request to conduct workshop to discuss the Cash Flow Analysis Report and the projects of the Agency. 2. CLOSIBG OF rIlE ECOBOMlC DEVELOPIIEBT AGEBCY DURIBG rIlE _ OF r.RIlISTMAS Timothy C. Steinhaus, Administrator, Economic Development Agency, discussed the Closing of the Agency during Christmas week. Be explained the closure would not cost the City any additional funds and that it would allow time for the sprinkler system to be installed in the building. RECOMMElmATIOB The Redevelopment Committee recommended this item be brought to the Community Development Commission for approval. 3. an.TOUllB TO CLOSED SESSIOB There were no items for discussion in Closed Session SPECIAL MEETIBG l506C:lmp -4- REDEVELOPIIEBT COMMITTEE DECEMBER 12, 1991 ~ 4. an.TODklvuurr There being no further business, the meeting of the Redevelopment Committee was adjourned at 11:40 p.m. to December 19, 1991. APPROVED BY: Esther Estrada, Chairwoman Redevelopaent CllIIIDittee SPECIAL ImBTIBG IS06C:lmp - 5 - RBDBVELOPImRT COlllnrrEE DECEMBER 12, 1991 " EVBLOPIIBllr DBPAR.i1Bllr OF TJIB CIn OF S8 BBRlWIDIlro RBODBSr FOR COMMISSIOII/COUR'CIL ACTIOII From: KENNETH J. HENDERSON Executive Director Subject: PEltS HEALTH CAD RETIIlEBS Date: January 2, 1992 ------------------------------------------------------------------------------- SvnoDsis of Previous Commission/Council/Committee Actionls): On December 19, 1991, the Redevelopment Committee received and filed the report. ------------------------------------------------------------------------------- Recommended lIotionls): lCommunity Develooment Commission) That the attached report on the PEltS Health Care coverage for retirees be received and filed. A~ator ~RSOII Executive Director ---------------- --------------------------------------------------------- Contact Person(s): Ken Henderson/Barbara Lindseth Phone: 5081 Project Area(s): Ward(s): Supporting Data Attached: Staff ReDort: FUNDING REQUIREMENTS: Amount: $ NA Source: Budget Authority: ------------------------------------------------------------------------------- Commission/Council Notes: KJH:bl:1620A -------------------------------------------------------------------------------- COMMISSION IlEETING AGENDA lIeeting Date: 01/06/92 Agenda Item No. 3 DEVELOPIIEII'l DZPntJuun STAFF IIBPORr -------------------------------------------------------------------------------- Retirees' Health Care Benefits On October 7, 1991, the Community Development Commission adopted Resolution 5306 changing, for future retirees, the total dollar contribution the Development Department will provide for continued health care coverage. The total dollars contributed will decrease from fully paid health coverage to a $16.00 total contribution per month for each future retiree in order to be in line with the City's contribution. Any existing retirees approved to receive the full contribution were to remain unaffected. After several conversations with a representative from PERS Health, the Department was informed that we may no longer directly pay more than $16.00 for each retiree, and that the health care premium will be deducted from their retirement checks. Since this was not the intent when the Resolution was adopted (to affect our three retirees), we must now process an individual check each month to each retiree for the amount of the health care premium deducted from their retirement checks. The total dollar amount to be reimbursed each month will be $566.00. We bring this item forward as an informational item to keep you current as to the steps we must now take to ensure that the three retirees continue to be covered with health insurance benefits. These three retirees will be the last Department retirees to receive full health coverage benefits paid for by the Department. The Redevelopment Committee received and filed this report, and concurred with the payment procedure. ~~RSOB' Executive Development Department Director KJH:bl:1620A ------------------------------------------------------------------------------------ CO!IMISSIOB tmBTIBG AGBBDA Reeting Date: 1/06/92 3 DBVBLOPMBlfT DBPAltTMBlfT OF TIIB crn OF SAB IlBJtKAJtDIBO OODEST FOIt ClMIISSIOlf/COUBCIL ACTIOlf From: KENNETH J. HENDERSON Executive Director Subject: 201 BOItTH "B" STREET BUILDING MODIFICATIOlfS Date: Janaury 2, 1992 ------------------------------------------------------------------------------- SvnoDsis of Previous Commission/Council/Committee Action(s): On December 19, 1991 the Redevelopment Committee recommended approval of remedial corrective actions within the 201 North "E" Street Office Building . ------------------------------------------------------------------------------- RecommPnded Motion(s): (Community Develonment Commission) MaTIOlf That the Community Development Commission authorize the Executive Director to execute contracts for (i) the installation of modifications to the 201 North "E" Street office building's air conditioning controls and distribution system in an amount not to exceed $66,000; (ii) the installation of LPA retrofit equipment to the building's centralized HVAC Chiller system in an amount not to exceed $16,500; and (iii) the modifications to the Big 5 tenant facilities consisting of the installation of the LPA retrofit equipment for the HVAC system and electrical utility meters in an amount not to exceed $12,900. .$ Administrator ~RSOlf Executive Director ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson/Jim SharD Phone: 5081 Project Area(s): Ward(s): Supporting Data Attached: Staff ReDort FUNDING REQUIREMENTS: Amount: $ Source: Budget Authority: ------------------------------------------------------------------------------- Commission/Council lfotes: KJH:SMM:lag:0366E ------------------------------------------------------------------------------- COMMISSIOlf MEETING AGENDA Meeting Dste: 1/6/1992 /1 Agenda Item lfumber: ~ DEVELOPMENT DEPARTMENT OF THB CITY OF SAR BERl'IARDIBO STAW REPORT 201 North "E" Street Bui1dinR Modifications The purpose of this request is to identify specific problem areas and recommend remedial corrective actions within the 201 North "E" Street Office Building. The attached report, dated October 29, 1991, quantifies in detail the above referenced concerns. Following is a brief summary of the analysis and recommendations. I. BEATING. VBll'.rILATION AND AIR CONDITIONING (HVAC) MODIFICATIONS Previous and current HVAC tenant improvements have not been designed or installed in accordance with consideration of intended engineering parameters or tenant occupancy. The existing condi tions are therefore wholly inadequate. Staff proposes the installation of modifications to the second and third floor HVAC distribution and control networks (for full details of the analysis and recommendations, see pages 10, 11 and 12 of Chapter IV of the attached report). The proposed improvements would provide economical and energy efficient environmental control of the office space. The estimated cost of these proposed improvements is $59,000. II. LIOUID PRESSURE AMPLIFICATION (LPA) RBrROFIT Based upon staff's review of the monthly electrical costs to operate the building (approximately $10,000 per month), staff secured the assistance of a mechanical engineering firm to investigate avenues of creating efficiencies in the building's mechanical system. It has been determined that the best and most cost effective modification is the installation of LPA Retrofit equipment (for full details concerning this and the energy savings pro formas, see pages 14 through 18, Chapter V, of the attached report). The estimated cost of these proposed improvements is $16,500. Based upon the financial analysis of this installation, the pay-back period will be 11.4 months, with a future annual savings of approximately $17,000 per year. III. BIG FIVE TEIWn' MODIFICATIONS Based on review of the lease obligations for the Big 5 tenant space, staff recommends the installation of modifications to the Big 5 mechanical systems. These improvements would consist of the installation of LPA equipment, which would increase our savings KJH:SMM:lag:0366E ------------------------------------------------------------------------------- COPlMISSION MEETING AGENDA Meeting Date: 1/6/1992 Agenda Its Number: L DEVELOPMDT DEPAIl'JloJu".c STAFF REPORT 201 North "E" Street Building Modifications Deceaber 20, 1991 Page Number -2- and decrease our equipment maintenance costs. In addition, staff proposes the installation of electric monitoring meters which would allow the Agency as landlord to backcharge the tenant their actual electric consumption. The estimated cost of the proposed improvements is approximately $12,900, with an anticipated payback period of approximately thirteen (13) months. IV. BUDGET SYl'IOPSIS A synopsis of the total cost of the above three (3) proposals is as follows: I. HVAC Modificstions $59,000 $16,500 512.900 II. LPA Retrofit III. Big 5 Modifications TOTAL *88.400 RECOMMENDATION Staff recommends adoption of the form motion. KJH:SMM:lag:0366E ------------------------------------------------------------------------------- COMMISSIOll MEETING AGENDA Meeting Date: 1/6/1992 Agenda Item Number: L '-) DEVELOPMENT DIP.uTIv;n OF TIlE eIn OF SAB BIIlBARDINO 201 NORTH "I" STIEET PROJECT ASSISSMEM' PROPOSAL December 3, 1991 ,,--.... o . I if '"'" , / J " f', PREFACE The intent of this document is to address areas of buildina operation Which would enhance the building living environment and operating efficiencies. The following Chapters will briefly describe each ares. Followina each description an analysis a solution will be discussed with a proposed budaet for the actual implementation. The last Chapter of this document contains. comprehensive itemized budaet for the proposed improvements. The majority of all the proposed costs have already been bid, therefore, they are ready for immediate implementation. I encouraae the individual reader to take the liberty of makina comments in the marains of the text for future discussion and/or clarification. 1l r.'\ / , I.DEJ: PREFACE CHAPTER I. BVAC Mechanical Design and ADal7ais. CHAPTER II. BVAC Second and Third Floor Retrofit Proaraa. CHAPTER III. Retrofit of Buildina and Mechanical for Bner&7 Saviq8. r ~ CHAPTER IV. Bia Five Lease Synopsi8. CHAPTER V. Proposed Development Budaet. r'~ 11 ~ CHAPTIR I fiAC DedlD Analyst. for Second and Third Floor Tenant Spacea SECTION "A" CURREn STATUlU After completina the improvement a and takina occupancy of the third floor tenant area it haa been found that the exiating fiAC mechanical may have some serious deficiencies. The inability for the existina design to adequately provide tempered air and/or control over the volume of air delivery haa been extremely illustrated during the perioda of hot weather. As a consequence, it was deemed necessary to proceed with a design program that would quantify the buildina base mechanical ayatem and asseaa the status of the on-floor distribution controla. The current statua on the second floor is as followa: The previoua improvements on the aecond floor have been inadequate in addressing the original building design mechanical requirements The fOllowing rejecta the current "as built" conditional 1. The majority of the interior air box controls are the wrong type for the mechanical ayatem. Aa a consequence, these control boxes are "blown" open and are running wlld without any control. '\ 2. The exterior zonea (given the eXiating interior layouts) are inadequate. 3. Because of construction on the third floor there haa been significant damage to the ceiling system at both the east and aouth portions of the office areaa. Thia ia allowina a considerable amount of tempered air to depreasurize from the floor apace and return from the mechanical system unnecessarily. 4. There are no controls to turn off of the second floor system when not in use. The third floor Conditions ia aa followa: 1. The existina mechanical improvements are inconsistent with the base building BYstem and controla. 2. The capacity of the supply ducta from the main manifolds on the interior and exterior where never enaineered or deSigned properly, therefore, they are inadequately sized. 3. The supply recistera aa installed are incorrect, therefore, they are extremely noisy and inefficient. ,r\ '-11 ~ , 4. The contro~ boxes from the main manifold. to the di.tribution networka of the office. are of the wrona type. Therefore. the majority of the time they are locked either completely open or closed without any modulation. 5. No consideration wa. taken a. to the de.ian of the exterior zones. As a consequence, the balance and capacity on all of the exterior zones i. completely deficient. 6. There was no consideration of "return air" for the individual office.. Therefore. when .ome office doora sre closed they let hotter becau.e the conditioned sir is not allowed to exchan&e properly. SECTION "8" OIlJ1l:CTIVE: The obvious objective 18 to contract throulh a mechanical design/contractina firm which will be able to analyze the existina conditions. the deficiencies and strengths of the buildina system. Then provide a reasonable and economical alternative for rectifyina the distribution and control problems. SECTION "C" JlBCOMMl!lm!TIOR'S: In the course of solicitina idras for the analysis of the existina buildina system. I was able to extrapolate a specific criteria for the design and enaineerina. The design would encompass the followina ,~\ perimeters: r'. . .;. , } .' 1. The correctly snaineered di.tribution zones and conduits for the interior air conditionina system. 2. The design of controls and placement of thermostats in zones which would accommodate the actual use and demand loada of specific offices and areas. 3. The enaineered and design capacities for return air vents for each office and areas. 4. The deaign of the overall third floor control network that would enhance the original buildina design. 5. An immediate controllable feature for the isolation of the second floor system. In the event the second floor area i. not beina used we would be able to shut off the third floor. Therefore. removina load and savina energy on the mechanical system. 4- 'J SECTIOR "D" ES.JMATID COST: Pursuant to the attached proposals and requisition a de.ien firm has been ~'. selected. There were three (3) Engineerine firms solicited and the best I de.ien and cost was provided by THeI Beating and Air Conditioning Contractors for a total cost of $5,000. -. " .~. . J A. of the date of this document, this work has been contracted for and been completed. LJ- ') ~,\ CRAPTER II BVAC Mechanical Systea for the Tenant Are.. Second and Third Floor. SECTIOIf "A" ClJJ!1llnft' STATUS: To expand upon the comment I as noted in the previous referenced Chapter lumber III, Desian Analysis the Current StltUI of the Second and Third Floors sre al followa: SECTION 1. - SECOND FLOOR: A. The exiatina controls aa installed are incorrect for the bsse buildina system. As s consequence, the majority of the control boxes are either functionina in a full open or full closed mode. B. T-Bar ceiline arid syatem haa been deltroyed in .Iny sreal of the floor. Apparently al a relult of the construction on the third floor. C. There are no desian accommodations allowina the control (on/off) of the mechanical Iystem for the entire second floor. SECTION 2. - THIRD FLOOR: A. The exlstine improvement I of the air handline and distribution system are on a whole inadequate. No accommodation was made in the enaineerine, desian and inltallation of the diltribution network for individual office and/or areal usel. B. _0 provisions were .ade for the delian and installation of adequate return air for any of the office areal. C. The were no delian considerations for the appropriate zone controls. D. The exlatine distribution network from the zone control boxes to the tenant areal were not delianed for volume and/or capacity. E. The interior zonel lack heatina of all air. D. Th~ exterior zones were oriainaUy des1an..a for treatlllellt of the curtain wall only. They are now beina used for the full temperina and treatment of individual office air conditionina (which il inldequate). SECTIOIf "B" OB.JKCTIVE: '\ I, ' To adequately desian and install a buildina air conditionina control system, which would accommodate the specific individual uses and control necessary to provide a reasonable controlled environment in the tenant areas. if ') r) ,. r:; (') SECTIOK "C" 2R~~~ArIOKS: The following recommendationa are baaed upon the preliminary analysis and designa provided by contractora in the previoua Chapter III, "Deaign Analyala" . SECTION 1. - SECOND FLOOR: A. Repair eXisting T-Bar ceiling. therefore, providing additional control and balance in the auite area. B. Adjust all control boxes to accommodate maximum aupply of tempered air. C. The installation of control boxea at the primary distribution point on the second floor. This would allow the installation of a control network that turn the floor "on" or "off" when occupied or vacant. SECTION 2. - THIRD FLOOR: A. Re-engineer the distribution of tempered air to accommodate for zone usage. B. Removal of exiatina zone control boxes and installation of new "digital" boxea. C. Installation of new digital control thermoatata. D. Inatallation of new aupply grilla at each office. B. Desian and inatallation of new return air registera in the appropriate areaa. F. Installation of "msster control" network to coordinate all interior thermoatata. G. Design and installation of digitize censora for bsse bUilding mechanical ayatem to interface with aecond and third floor master controllera. SECTION 3. - DEMOLITION, REMOVAL AND REPAIR OF CEILING: Demolition, remov~l, rcp8i~ of cc~llna tile, Cleanup and protection haa been removed from the contract scope of work for the third floor. Thia wa. done to asaist in the bid process and allow greater control over the construction work when in progusa. It is estimated that the work on the third floor will take approximately three (3) to four (4) weeks depending on the "after houra" schedulea. There will be an additional allocation in the budget for thia work to be performed by another contractor. 4<< ~) r. . -,) r1 SECTtOK "D" -. ltMATED COSTS: The followina projected estimatea are baaed upon calculation provided by the mechanical contractor !MCI. They are as follows: 1. Second floor acope of work (as described in the previous Section "C") approximately $ 8,000 2. Scope of work for third floor (aa described in Section "C") $52,000 3. Cleanup and repair of ceilina and installation of return air Crills t 6.000 TOTAL 16'LOOO ifPI' ~ ,r:, j rl C B A P r I I I I I letrofit of Buildina Mechanical for Inergy Savinaa SBCTION "A" CIJ1/nlfT STATUS At the time of publication of thia document a memorandum wa. completed and issued to Mr. Stafford Parker reaardina the above referenced project. In an effort to eliminate duplicity, I have attached a copy of .aid memorandum aa the bOdy of thia Chapter. As a aeneral note: The conclusions and recommendations of thla analyala i. not, at this time a hiah priority becau.e of the reduced demand for air conditionina durina the winter months it would be recommended that thia proposal be approved for implementation in March or April, 1992. 4.4 -, -\ ! ( CBAPTZI IV Bie FiTe Leaae Synopsis SECTION "A" cmUlEWT STArnS At the time of publication of this document the analysi. of the Bie 5 Sperting Goods lease has been completed. Therefore in an effort to expedite this report attached and followina. pleaae find a copy of the October 15, 1991 Development Department Memorandum to Stafford W. Parker for your review. lf2 CHAPTBR V Proposed Deyelopment Budaet -"\ SECTION "A" CITIlI!II'WT STATUS In an effort to understand the economic impact of the recommendations. The followina is a Budaet Summary with projected cost estimates listed in total form: CHAPTER BUDGETS One Time Installation Costs Annual Savina. Chapter 1 Title Chapter 2 Title Chapter 3 Title Chapter 4 Title $ -0- $ 66,000 $ 16,500 * 12.900 $ 17,000 * 13.886 h6.886 TO'l'AL COST OF ALL IMPROVDWIrS *95.400 Sincerely, -, 43l2H ;' ~ l/'A- ~VILOPMIIlT DIPAR .IIlT OF THE CIn OF SAlt BIRlWlDll'lO REOUEST FOR COMMISSION/COUKCIL ACTION From: KENNETH J. HENDERSON Executive Director Subject: VICTORIA AVENUE DRAINAGE PROJECT January 2, 1992 SvnoDsis of Previous Commission/Council/Committee Action(s): In Fiscal Year 1989/1990, the Mayor and Common Council approved the allocation of CDBG funds for Highway Safety Lighting Projects which totaled $273,000. In Fiscal Year 1990/1991, the Mayor and Common Council approved the allocation of CDBG funds for Highway Safety Lighting Projects totalling $342,000. On 12/5/91 and 12/9/91, the Redevelopment Committee reviewed this matter and recommended approval of the Victoria Avenue Drainage Project. ------------------------------------------------------------------------------- Recommended Motion(s): (Communitv DeveloDlllent Commission) MOTION $ That the Mayor and Common Council approve the substitution CDBG funds from Highway Safety Lighting projects to finance the installation of curbs, gutters and drainage facilities along Victoria and Mt. View Avenues in the amount of $267,000. Administrator ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson/Art Hassel Phone: 5081 Project Area(s): Southeast Industrial Park Ward(s): One (1) Supporting Data Attached: Staff ReDort FUNDING REQUIREMENTS: Amount: $ 347.000 Source: CDBG Funds Budget Authority: CDBG Letter of Credit ------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------- KJH:AJH:lag:0376E COMMISSION MEETING AGENDA Meeting Date: 01/06/1992 ~ Agenda Item Number: IIEVELOPMEl'IT DEPAR",(MEl'IT OF TIlE CIn OF SAl'I BERlWIDIl'IO STAFF REPORT Substitution of CDBG Funds frOll Hhhwav Safety Lhhtil12 Proiects to Curbs and Gutters Proiect Development Department Staff has received a request for financial assistance for CDBG funds, previously awarded to Highway Safety Lighting projects from FY 1989/1990 and FY 1990/1991, respectively. During FY 1990/1991, Development Department and Public Works staff determined that projects funded for highway safety lighting marginally met eligibility and national objective criteria as required by Federal Regulations which govern the use of CDBG funds. Subsequent meetings with federal Housing and Urban Development (HUD) staff confirmed they would not approve such projects. Research by staff for alternative areas of use revealed that Census Tract 72, which has a low and moderate income population of sixty-six percent (66%), can better meet the intent of the Housing and Community Development, as amended. A total of $273,000 was previously awarded during FY 1989/1990 for Highway Safety Lighting projects located on Fifth Street from "H" Street to "F" Street and on "D" Street from Sth Street to Baseline and on Arrowhead Street from Fifth Street to Baseline Avenue. Another $342,000 was allocated during FY 1990/1991 for Highway Safety Lighting projects on "F" Street, "G" .Street and "H" Street between Sixth Street and Baseline Street. The total for both projects noted above is $61S,OOO in CDBG funds. On December S, 1991, Staff submitted the substituted projects along with other projects valued at $S40,OOO, to the Redevelopment Committee for further review. The Redevelopment Committee reviewed the subject and various reports wherein staff recommended a continuance of the item for further exploration and consideration. During the course of discussion, the Committee requested staff to research various issues and report back to the Committee. The issues were: 1. Staff should contact the City's HUD representative to determine HUD's position and a definition on the eligibility and use of CDBG funds for lighting projects in the older parts of the City; 2. Clarify the eligibility and use of CDBG funds for curbs, gutters and sidewalks in the older parts of the City; 3. Staff should contact the Public Works Department and jointly establish priorities for curbs, gutters and sidewalks in the older areas of the City; and 4. Determine whether replacement funds are available for street lighting projects is funds are reprogrammed. ------------------------------------------------------------------------------- KJH:AJH:lag:0376E COMMISSIOl'l IlEETIl'IG AGEl'IDA Meeting Date: 01/06/1992 Agenda Item l'Iumber: S' DEVELOPMENT DEPARnwn: STAFF REPORT Substitution of CDBG Funda January 2, 1992 Page Kumber -2- Staff researched the aforementioned issues and reported back to the Committee. The Committee reviewed various projects and directed staff to study, ascertain and evaluate eligible projects to determine their priority for the use of CDBG funds. Further the Committee recommended that the Mayor and Common Council approve the substitution CDBG funds from Highway Safety Lighting to finance the installation of curbs, gutters and drainage facilities in the amount of $267,000 for the Victoria Avenue project. Staff is again requesting that said funds be earmarked for the installation of curbs, gutters and drainage facilities as follows: STREET LIMITS 1. Victoria Avenue Richardson to Mt. View 2. Mt. View Avenue Victoria to Mission Creek TOTAL PROJECT ESTIMATE Curb & Gutter $192,000 & Sidewalks Curb & Gutter & $ 75,000 Drainage _267.000 . Based upon the information provided in the staff report, staff recommends adoption of the form motion. ON, Executive Director tment ------------------------------------------------------------------------------- KJH:AJH:1ag:0376E COMMISSION MEETING AGENDA Meeting Date: 01/06/1992 6' Agenda Item Number: DEVELOPMENT DEPARTMENT OF THE CITY OF SAN BEIUWUlINO REOUEST FOR COMMISSION/COUNCIL ACTION From: KENNETH J. HENDERSON Executive Director Subject: OPTION HOUSE, INC. ADDITIONAL HOUSING DEVELOPMENT Date: January 2, 1992 ------------------------------------------------------------------------------- SYnopsis of Previous Commission/Council/Committee Action(s): The Redevelopment Committee was requested to review and consider the proposal from Option House for a $75,000 loan for additional housing development. ------------------------------------------------------------------------------- Recommended Motion(s): (Mavor and Common Council) MOTION: That the Mayor and Common Council approve a $25,000 loan at an interest rate of eight percent (8%) to Option House for the development of additional transitional housing. ...;.t;,,,,, ~ KENNETH J. HEND~SON Executive Director ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson/Art Hassel Phone: 5081 Project Area(s): Public Enterorise Zone Ward(s) : One (1) Supporting Data Attached: Staff Reoort: Exhibits FUNDING REQUIREMENTS: Amount: $ 25.000 Source: Tax Increment Budget Authority: 1991/1992 Bud~et ------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------- KJH:cm:0377E COMMISSION MEETING AGENDA Meeting Date: 01/06/92 Agenda Item No. ~ DEVELOPMENT DEPARTMENT OF TIlE CITY OF SAN BERNARDINO STAFF REPORT Oution House. Inc - Additional HousinR Develoument The Development Department has received a request for a loan of $75,000 from the Option House, Inc. (hereinafter referred to as Option House) for the development of additional housing for the battered women and children's shelter. The project will be used as transitional housing (Temporary, forty-five (45) day shelter facility), and will serve an additional five (5) families. Because a basic purpose of the facility is to prevent the clients from suffering further physical/emotional abuse, staff has omitted reference to the specific site address of the shelter to avoid disclosing the location of affected clients to their spouses or domestic partners. The development consists of two (2) double-wide (20' x 48') mobile homes which are a gift from the City of Huntington Beach Economic Development Department. Originally the mobile homes had to be removed from the Driftwood Beach Club mobile home park no later than December 30, 1991 (See attached letter from the City of Huntington Beach). This deadline has been extended to a time yet uncertain, but beyond January 6, 1992 (precise dates may be known during the week of January 6, 1992). The City of San Bernardino has agreed that, subject to a temporary use permit, the mobile homes may be stored in the City yard until the units are serviced to become operable and ready to be placed on the Option House Site. Initially, consideration for location of the project was on Agency property currently being leased by Option House. However, the development site will be on property that will be leased by Option House from Congregation Emanu El, operators of the Home of Eternal Cemetery. Costs for development on this site may be higher than on nearby land which Option House is currently leasing and contemplates buying outright from the Agency. Option House staff feels the Emanu El property is a better site. As of the date of this action, the lease is not in place, but is expected to be executed by January 6, 1992 or certainly during that week, according to the principals involved. In a subsequent meeting with Option House and Congregation Emanu EI, January 2, 1992, Option House requested a loan for only $25,000 to relocate the Mobile Homes from Huntington Beach to San Bernardino. Further, they would like to develop the project in phases. The Phases of development and estimated costs are as follows: ------------------------------------------------------------------------------- KJH:cm:0377E COtIfiSSION MEETING AGEJllDA Meeting Date: 01/06/92 t, Agenda Item No. DEVELOPMENT DEPARTMENT STAFF REPORT Option House January 2, 1992 Page -2- PHASE I Transporting the units from Huntington Beach to San Bernardino City Yard for temporary storage. $25,000 $25,000 TOTAL PHASE II Design and Engineering of the Site Construction $ 3,000 $47.000 TOTAL *50.000 The Redevelopment Committee has reviewed the Option House proposal and recommended, subject to certain clarifying information, that the Mayor and Common Council approve a $75,000 loan to Option House, based on the Option House's initial proposal. However, this has now changed and the request is for transportation and storage only. The Option House has indicated it will request subsequent help for financial assistance. At the December 19, 1991 Redevelopment Committee meeting, concerns were voiced regarding the accuracy of the costs estimates associated with what is now Phase II of the project. The cost of landscaping was also a part of this discussion. Staff will attempt to more clearly define and refine these costs estimates should a second request for assistance be forthcoming from Option House. Based upon the information provided in the staff report, staff recommends adoption of the form motion. Director ------------------------------------------------------------------------------- KJH: em: 0377E COMMISSION MEETING AGENDA Meeting Date: 01/06/92 " Agenda Item No. , .'.. ~ Copy Optiott House, '.O.BDX 970/San Blrn~rdinD. c~. 714-391-3471 IttG. 92402 December 12, 1991 Honorable Mayor "Bob" Holcomb 300 North "D" Street San Bernardino, Ca. 92416 Option House, Inc. has been awarded mobile home units (free of cost) from the Department of Economic DevelopmentlRedevelopoent Agency, City of Huntington Beach. These units are to be utilized as transitional housing for low-income persons. Option House, Inc. provides services to battered women and their children. One way we provide these necessary services is through our nine-bedroom temporary (45-day) shelter facility. Experience has shown us, having serviced thousands of women and children in our fifteen years, temporaz-y safe-housing is nol. sufficient. Many battered women are of. low-income and have few, if any options available re: suitable and affordable housing once thcir shell.er stay has ended. Many of thc women albeit more aware domestic violence and its negative ramifications, return to their abusive partners out of necessity. Wo want very much to curb thio recidivism rate by offering Uw neediest victima of domestic violence transitional housing. This hao now been made an "almost" reality. The stumbling block before us is the time-frame in which we have to finalize the relocation of these units from Huntington Beach to San Bernardino. This must occur by December 30, 1991. Monies necessary to finance the relocation and set-up are available through the EDA (CDBG/capitol improvements) per Mr. Art HasseL However, the normal time-frame for such monetary req~est.s extend beyond the time-frame in which Option House, Inc. hall available. The amount to be requested is $75,000 and is based O:~ a gues13timate of the costs necessary to con:plete the project.. The feaoibility of this project has been diocuosed will, t.he PlillUlillC Departmont (oee enclo:>ed letter from silIlIe). Please, allY alld all aosiBtance extended to Option House, Ill~. n:: expediting this matter will be more than appreciated. Urgently requested, Vc!'I~ 'k.oH-- Vp.leata Scott Execut.ive Director Together, We Catt MahG A Difference -- ~- ------. . ,'. } , ...4~'~ ilt? t i' , .4 A_"'-"- \___.. ~ 'I ", '~i\\~! , I _. " ./ r Ylt .. llll ) City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Office 01 the DIrector Housing Redevelopment Fax December 5, 1991 536-5582 536-5542 536-5582 (714) 375-5087 Valeata Scott, Executive Director Option House, Inc. P.O. BOA 970 San Bernardino, Ca. 92402 Dear Ms. Scott: RE: DONATION OF MOBILE HOMES (204, 264, AND 226) It is with pleasure that the Redevelopment Agency of the City ot Huntington Beach will donate three of its mobile homes to Option House, Inc., a non-profit corporation established to assist battered women and children. An agreement, outlining the stipulations of the donation as agreed upon, is currently being drafted by our city attorney's office. I will contact you as soon as the document is prepared. After the agreement is signed, the titles will be transferred to Option House, Inc. After that time, the mobile homes will be removed from Driftwood Beach Club in Huntington Beach. We request that you notify us three days before the mobile home removal. We are honored to be able to assist your cause. I believe our cit:l.zens will be proud to be associated with this cooperative effort to aide battered women and children through assisting you expand your shelter program. Sincerely, ~~ ~oL Carol A. Runzel Development Specialist ce: Barbara A. Kaiser, Director of Economic Development Richard Amadril, Purchasing/Central Services Manager '~ ~ l REDEVELOPMENT AGENCY DEl-...tTMENT OF ECONOMIC DEVELOPMENT CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH, CALIFORNIA 92648 PHONE: (714) 536-5582 . , :', " Commitment Due: Tuesdav. December 3. 1991 at 4:00 a.m. Donations of Used Mobile Homes to Non-Profit Orl!anlzatlons Organization Name: Option House, Inc. Address: P.O.Box 970 Contact Person: San Bernardino, Ca. 92402 Phone: Veleata Scott \ 714-381-3471 Please initial and fill In answer. to the fOllowing item. .. approprlatel I .; .1. I. 2. We have previewed the mobile homes. xxx Yes . I" , .:;. " ,',.' ill':' a'l<' ..,' .r~'i.~ ..\:t;-; . '~t:.~. '" .~':,. .!l,.~......ll~. ...; r1::~:./f."". J,f/','.: )1 1. We have selected specific mobile homes. ...m. Yes _No _No ..... How many? 02 & 01 alternate ", " ;if " I, Which ones? Give site numbers only: "s 204 & 264 " I 226 - alternative 3. We have a relocation site for each mobile home selected. ~Yes Please Identify the location: _No . , or vacant lot in center of cul-de-sac 'J :~ . !' "Jl;' !';. I:', vacant lot behind ISbdno, , Ca. , .' /~ ,~ " , 4. We have researched the cost of removal, clean-up of the existing site, transportation, and set-up of each mobile home selected. " ...xn. Y es _No ,', " ~~' J 5. We will accept al Jsts relating to removal, clean-up o. .ne existing she, transportation, and set-up of each mobile home selected. . ) '. i;' .xxx.... Y es _No 6. We commit to removing the donated mobile home(s) by December 30, 1991. We understand and agree that failure to remove the mobile homes by 12/30/91 will result In the revocation of the donation and the mobile home(s) wll\ be sold at public auction. . .xxx... Y es _No 7. We commit that the mobile home(s) only will be used for the following: A. Permanent affordable housing B. yyy Temporary emergency housing C. Other (please explain): 8. If the mobile home wll\ be used for permanent affordable housing: A. For a minimum of five years, we will assure that the title and registration of the mobile home(s) 1'.'11\ only be granted to qualified families (HUD affordabillty gUidelines). _Yes -,---No B. We will report to the Redevelopment Agency of the City of Huntington Beach, the name of the family, Its Income level, the size of the family, and the location of the mobile home upon each, transfer, of title of the mobile home for a minimum of five years. Yes _No 9. If the mobile home wll\ be used for temporary emergency housing or another purpose (explained In 7C): For a minimum of five years, we will assure that the title and registration of the mobile home(s) will remain in the name of the organization and will not be sold or donated to another party without notifying the Redevelopment Agency of the City of Huntington Beach. XXlL. Y es _No 10. Our organization, Its staff, or representatives understand that the mobile home may not be'sold, but the organization may recover actual costs of relocation associated with the donation Including: removal, clean-up, transportation, set-up, and L renova tlon or rehablll ta tlon to the mobile home. !: , j' 1QQLYes _No L '.' ,"i" -2- I. '11. We understand and accept the donated mobile home In an alii, where Is condition. . . , ::~ . -XXX-. Y es _No 12. We wl\l sign an agreement which wl\l hold harmlesl the City of Huntington Beach. the Redevelopment Agency of the City of Huntington Beach, It I staff or representatives for any purpose Including destruction of property, Injury or death arising out of the acceptance, removal, transportation, set-up, or renovation of the donated mobile home. . .xxx...- Y es _No I. the undersigned have full authority for the abovementioned organization and can attest to the answers given above. SIGNED: _ P R I NT E D: .llele.a..t.a.Jlco t t DATE: 12/03/91 TITLE: F.v,.,.ntivlDi Director SIGNED: DATE: 12/03/91 PRINTED:Ruth O. Mercer rITLE: President, Board of Directors L ! 9849r " r, . -3- i h_ ~~:; 1:";) ...A.'-.....J.I_._. ~Ii~.> ~. \.. ! \ " / "'- . City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92848 OEPARTMENT OF ECONOMIC OEVELOPMENT Office of the Director Housing Redevelopment Fax 536-5582 536-5542 536-5582 (714) 375-5087 November 14, 1991 Valida Scott Option House P.O. Box 970 San Bernardino, California 92402 Dear Ms Scott: RE: DONATIONS OF USED MOBILE HOMES TO NON-PROFIT ORGANIZAnONS Thank you for your interest in participating in our mobile home donation program. The program has been accelerated to require all donated mobile homes to be removed from the Driftwood Beach Club mobile home park no later than December 30, 1991. Please fill out the attached form if you wish to continue in pursuing a donated mobile home. Your response is due no later than Tuesday, December 3, 1991 at 4:00 p.m. .The decision to donate a mobile home to any organization rests solely with the Redevelopment Agency and its staff. Please fill out the form as completely as POSSible and add any attachments as necessary. Thank you for your interest in this unique opportunity. If you have questions please call Carol Runzel at (714) 536-5529. Sincerely, (!~yt--{ f?~~~--e. Carol Runzel Development Specialist CAR:jar xc: Barbara A. Kaiser, Deputy City Administrator/Economic Development .. ~ , . .. - - -.- -.-- . " i : A i~ ~ Lf!!) , , . '., I \~1~9 Olllce 01 the DIrector HousIng Redevelopment Fax October 14, 1991 If \(Ur~' City of I-Iulltington Beach 2000 MAIN STREET CALIFORNIA 12848 DEPARTMENT OF ECONOMIC DEVELOPMENT 536-5582 536-5542 536-5582 (714) 375-5087 SPECIAL NOTICE TO NON-PROFIT ORGANIZATIONS DISPOSITION OF DRlFTWOOD MOBILE HOMES . \' l, Dear Director: ~f Mll1\IAJ ~ The J::conomic;: Development Department, is dispoSing of epproxlmately 39 residentIal Illobile homes from the Driftwood Beach Club Mobile Home Park, Additional mobile homes may also be available later In 1992. Non-profit organizations may elect to acquIre allY number of these mobile homes according to their flnandal capnblllty to relocate and site these mobile homes and according to theIr specific goals to benefit the p~bllc Interest, No charge will be made for the actual mobile homes(s). Organizations must accept the moblie homes on an as-Is, where-Is basis and bear the costs of tear-down, transporlation, _ . and set-up plus any registration fees, which are estimated altogether to be betwee~3,ooo arott $6,000 per mobile home. Mobile homes must be removed within 4S calendar days from 'lne (late of notification of donation,. JlJ-t.0t Priority will be given to organIzations who Covenant these mobile homes as affordable L NllA4.~ housing, Attached Is the new Housing and Urban Development's (HUO) Income guidelines. _ Other goals will be prioritized by the Economic Development Department. I JJO/) . This is the second phase of our disposition program. In the first phase other governmental p1.1 _ agencies were requested to submit a letter of Interest. Please call Carol Runzel, ....J 536-5229, ,to determine which, if any, of the mobile homes listed have been removed Il, during the first phase of this program. All mobile homes not donated during the first two ) '; 'J phases will be placed Into a public auction process. rr-' I' If your organization is Interested in acquiring any of these mobile homes you are requested to submit the attached form and a xt.roxed copy of your non-profit tax exempt certificate in a sealed envelope to:' " " ..~ " .~. .. "Surplus Mobile Homes" Economic Dt.veJopment Department 2000 Main Street Huntington Beach, CA 92648 g' r JheJ~lldll!le_f2r...yoJ.l~I12mUt:lO.YJmI~4...1121 at 4:00 1lJIl.. Staff will contact , irter that date to review your request/interest in the mobile homeCs), . . " " 11 Non-Profit Organizations Oc'tober 14, 1991 Page two The Redevelopment Agency reserves the right to reject any and all offen from organizations requesting to participate In this disposition program. . To schedule an inspection of any of the mobile homes or obtain further Information, please call Trini Manriquez at (714) 536-5501 or Carol Runzel at (714) 536-5529. - - .~ Sincerely, ~Ct,~ Barbara A. Kaiser Director of Economic Development DV/CR:jar xc: Robert Franz, Deputy City Administrator/Administrative Services I" ~ "'~ . . t'O 0'1 a: III III ::I '1 loll III .... ::I n: 00 o ~. il ::I . III rt, '< .... II 3: III ::II). 0.... rtlll ::I o IIIH ....::1 on ~ 0 ....a III .. rt III HI 1).0 '1 III 11."1 .... 0>11 00 . <II III .... o .....0< III 3:111 III '1 I). ....~ 111.0 ::1.0 ~ .... II (A V' '" '" o o 0> ..... Q\ V' ... ... '" ~ oi "1 t'1(1II~ O'OH ~I'INH 1'It' o I( "I W W W .... .... .... '" ~ < ... .... 0 lI> ctI ... 0 0> HI'I . . . . . . . . 0 21" . ... w w .... .... 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H Z n 0 :J: 00 Cl C H 0 [>:I t' H 21 00 111 )0 111 0 J 00 oi [>:I " J: H Z 00 0 to >< ;II 0 0 I Z [>:I H Cl ;II t1l 0 :0 ;II 0 0 0 [>:I 21 ;II )0 z n [>:I J: [>:I Z >-I !:; [>:I :.- ." :0 0 Cl :0 ~ .... .0 \D .... ,/ "SURPLUS MOBILE HOME ALTERNATIVE SPACE YEAR MAKE DIMENSIONS 1st CHOICE 2nd CHOICE 268 60 Unl ted Chalet IOx49 252 65 Nashua IOx52 , 276 69 Skyline 12x48 018 62 Kit-Torjan 12x55 430 70 Fleetwood 12x56+EX.7 022 63 Cascade 12x58 432 70 Fleetwood 12x60 438 70 Broadmore 12x60+EX.7 A48 66 G.T. Wolfe hnper I' 020 72 Skyline/Buddy f\AAJ , " 117 67 Imperial IUl 20x46. " , '~14 20x47 , 65 Kit , (\ ~226 74 Guerdon Great L 20x48 264 75 Skyline Cameron -#-1- 20x48 .,204 . r 76 GOldenwest Some #-:1. 20x48'"':f1.... 107 64 Riviera 20x52 013 65 Kit 20x52 437 70 Skyline Huddy 20x52 ~ 044 72 Skyline Buddy 20x52 076 76 Cameron 20x52 ,.' 070 66 Broadmore 20x53 110 67 Kit 20x53 i ", -. 019 66 Royal Lancer 20x54 'I ,. 078 66 Fuqua Prestige 20x54 095 66 Lancer 20x54 -k36 66 Life 20x54 , / ~ ( lURPLUS MOBILE HOMES" Conti. d ALTERNATIVE SPACE YEAR MAI{E DIMENSIONS 1st CHOICE 2nd CHOICE . 049 67 Regency "'5~ 108 69 Viking 20xS6 007 6S Kit 20xS81 286 77 Kingston 24x48 424 77 Silvercrest 24xS2 44U 70 Fugua/ Prestige 24xS4 416 71 Paramount 24xS4 119 79 Madison! JeCCers 24xS4 230 81 Fleetwood 24xS6 401 69 Lnncer/noyalla 24xS7 420 70 Cascade 24xS8 426 70 Viking Edgewood 24xS9 )33 78 GoldenWest/Key 24x64 Interested Agency: ()P'TlorJ +lOUSE. :liVe. Address: Po. &Jx 970 -San AeIlN/lRniA/O, D'l 9r5l.'Io.J... p, Phone: JIJ:Lel9rR SCOTT EXECU77VtE. DIIZEC7DR.. 38/- 3471 Name of C!,ntact Person: Title: (714) Purpose: +'rGII.<;;\'in"d\ "~'):-I' 'I C&r' Iall..-\4-~,.....,\ ,.l^""f.... -\ r\.1 1,\ '~'h tWTE: THISE MOBILE HOMES MAYBE USED FOR LOW AND MODERATE INCOME HOUSING. .J.. DEVELOPMEl'fT DEPARTMEl'fT OF TB1I: CITY OF SAl'f BERl'fARDIl'fO REQUEST FOR COMKISSIOl'f/ComrCIL ACTIOl'f From: KENNETH J. HENDERSON Executive Director Subject: LA QUll'fTA !IlTOR IDS, Il'fC. Date: December 19, 1991 ------------------------------------------------------------------------------- SvnoDsis of Previous Commission/Council/Committee Action(s): On December 5, 1991, the Redevelopment Committee considered this matter and recommended to the Mayor and Common Council approval of same. On December 16, 1991, the Mayor and Common Council approved the application for revenue financing, and directed that the necessary legal documents be prepared. ------------------------------------------------------------------------------- Recommended Motion(s): (Mavor and Common Council) OPEN PUBLIC HEARING. CLOSE PUBLIC HEARING. MOTIOl'f A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)". ~ Administrator (MOTIOl'fS COl'fTIl'fUED TO l'fEX7 PAGE...) ~.~RSOl'f Executive Director ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson/Barbara Lindseth Phone: 5081 Project Area(s): Ward(s): Supporting Data Attached: Staff ReDort: FUNDING REQUIREMENTS: Amount: $ l'fA Source: ------------------------------------------------------------------------------- Budget Authority: Commission/Council l'fotes: KJH:bl:1627A -------------------------------------------------------------------------------- COMKISSIOl'f KEErIl'fG AGENDA Meeting Date: 01/06/92 ,..., REQUEST FOR COMKISSIOlf/COOllCIL ACTIOlf Continued... La Quinta Motor Inns, Inc. December 19, 1991 Page Number -2- ------------------------------------------------------------------------------- Recommended Motions(s) Continued: MOTION B RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS. ICJH:bl:1627A -------------------------------------------------------------------------------- COIIUSSIOlf ftEETING AGENDA Meeting Date: 01/06/92 1 Agenda Item No. DEVELOPMENT DEPARTMENT OF THE CIn OF SAN BERlIARDINO STAFF REPORT La Ouinta Motor Inns. Inc. La Quinta Motor Inns, Inc. ("La Quinta") submitted an application to the City for an industrial development revenue bond financing in order to refinance the outstanding $7,000,000 City of San Bernardino, California, Industrial Development Revenue Bonds, Series 1982A (La Quinta Motor Inns, Inc. Project) (the "1982 Bonds"), which were issued to raise funds for the construction and equipment of a 153-room hotel and restaurant facility located within the City. The total amount outstanding on the 1982 Bonds is estimated at $6,670,000. At the December 16, 1991 meeting of the Mayor and Common Council, the application for revenue financing was approved and the Staff and representatives and agents of the City were authorized and directed to prepare or cause to be prepared necessary legal documents for the issuance of the Bonds. At that time, the Mayor and Common Council scheduled a public hearing as required by the Internal Revenue Code for January 6, 1992. Two Resolutions are attached for consideration by the Mayor and Common Council: (1) Resolution approving the execution of certain Bond Documents, namely the Trust Indenture, Loan Agreement, Bond Purchase Agreement and Official Statement, and authorizing further action to conclude the issuance; and (2) Resolution regarding hOlding a public hearing and approving the issuance of the Bonds. It is anticipated that a bond closing will occur on January 22, 1992. The prior issue being refunded was issued in 1982, utilizing a similar financing structure as is proposed at this time. As with any financing of this nature, the City has no responsibility for repayment of the bonds, except from payments made to the City by La Quinta under the Loan Agreement. The bondholders will seek repayment from La Quinta. Staff recommends adoption of the attached resolutions. Ii {'v~~l.r~ KENNETH J.'BKRDERSON, Executive Director Development Department KJH:b1:1627A -------------------------------------------------------------------------------- COMMISSION MEETING AGENDA Meeting Date: 01/06/92 7 Agenda Item No. MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AGENDA January 6, 1992 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOC~S IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS Adopt Resolution. 23 SBEOIOIISlDOC\2 12116\911145 24 25 26 27 28 - 1 2 3 4 5 6 7 8 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTs IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS WHEREAS, the city of San Bernardino, California 9 ("city"), is a charter city duly organized and existing under and 10 11 pursuant to the provisions of the Constitution of the State of California; and 12 13 14 and 15 16 17 WHEREAS, pursuant to its charter powers, the City duly reqularly enacted Ordinance No. 3815, as amended (the "Ordinance"), to finance various types of projects, as defined in the Ordinance, and to issue its special revenue bonds for the purpose of paying the costs of financing or refunding such 18 projects; and 19 20 WHEREAS, there was filed with the City an Application 21 (the "Application") pursuant to the provisions of the Ordinance 22 by La Quinta Motor Inns, Inc., San Antonio, Texas, referred to 23 herein as the "Corporation"), requesting the issuance of revenue 24 bonds (the "Bonds") for the purpose of refunding the outstanding $7,000,000 City of San Bernardino, California Industrial 27 Inc. Project) (the "1982 Bonds"); and 28 - 1 - - 1 WHEREAS, the Application was reviewed and the plan of 2 financing was found to comply with the spirit, intent and 3 provisions of the Ordinance, and the city determined to proceed 4 with the financing; and 5 6 WHEREAS, the Mayor and Common Council must now approve 7 and authorize the execution of various documents in connection 8 with the issuance, sale and delivery of such Bonds entitled "City 9 of San Bernardino, California, Industrial Development Revenue 10 Refunding Bonds, Issue of 1992 (La Quinta Motor Inns, Inc. 11 Project)". 12 13 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 14 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 15 16 SECTION 1. The Recitals set forth hereinabove are 17 true and correct in all respects. 18 19 SECTION 2. The City hereby determines that the 20 project proposed by the Corporation to be refunded and for which 21 the Bonds will be issued is in compliance with the purposes of 22 the Ordinance and with the criteria established pursuant thereto, 23 and further determines that the Corporation provides benefits and 24 services to the citizens of the City and the undertaking of such 25 proposed project by the City will be a substantial factor in the 26 ability of the Corporation to continue to provide such necessary 27 services and to contain the cost of such services. The project 28 - 2 - 1 proposed by the Corporation is in compliance with the purposes of 2 the Ordinance and with the criteria established pursuant thereto. 3 4 SECTION 3. It is likely that the undertakinq of the 5 project by the city will be a substantial factor in the accrual 6 of public benefits from the use of the Corporation's facilities 7 as proposed in the Application. 8 9 SECTION 4. The issuance by the city of the "City of 10 San Bernardino, California, Industrial Development Revenue 11 Refundinq Bonds, Issue of 1992 (La Quinta Motor Inns, Inc. 12 Project)" in an amount not to exceed $7,000,000 is hereby 13 approved. The Bonds shall be issued in substantially the form 14 and in accordance with the terms of the Trust Indenture as herein 15 defined and herein approved and as such Trust Indenture may be 16 from time to time amended. The Bonds shall be issued and sold to 17 NCNB Investment Bankinq Company (the "Underwriters") upon such 18 terms and conditions as are provided in the Bond Purchase 19 Aqreement as hereinafter defined and approved. 20 21 SECTION 5. The Bonds shall be special obliqations 22 of the City and shall not be deemed to constitute a debt or 23 liability of the City or a pledqe of the faith and credit of the 24 City, but shall be payable solely from the payments received 25 under the terms of the Loan Aqreement, described hereinafter. 26 The issuance of such Bonds shall not directly or indirectly or 27 continqently obliqate the City to levy or pledqe any form of 28 - 3 - 1 taxation whatsoever therefor or to make any appropriation for 2 their payment. 3 4 SECTION 6. The Mayor and Common Council, acting for 5 and on behalf of the city, hereby approve the Trust Indenture 6 referred to above, substantially in the form as on file with the 7 City Clerk with such corrections, changes, modifications, 8 additions or deletions as may be approved and recommended by the 9 City Attorney and Bond Counsel to the City, the Mayor, or, in his 10 absence or disability, the Mayor Pro Tem, and approved by him, 11 his execution thereof to be conclusive evidence of such approval. 12 The Mayor, or, in his absence or disability, the Mayor Pro Tem, 13 and City Clerk are hereby authorized and directed to execute such 14 final Trust Indenture when the same shall have been prepared for 15 execution, with the seal of the City to be affixed thereto. 16 t 7 SECTION 7. The Mayor and Common Council, acting for 18 and on behalf of the City, hereby approve the Loan Agreement with 19 the Corporation, substantially in the form as on file with the 20 City Clerk with such corrections, changes, modifications, 21 additions or deletions as may be approved and recommended by the 22 city Attorney and Bond Counsel to the Mayor or in his absence or 23 disability, the Mayor Pro Tem, and approved by him, his execution 24 thereof to be conclusive evidence of such approval. The Mayor, 25 or in his absence or disability, the Mayor Pro Tem, and city 26 Clerk are hereby authorized and directed to execute such final 27 Loan Agreement when the same shall have been prepared for 28 execution with the seal of the City to be affixed thereto. - 4 - 1 SECTION 8. The Mayor and Common Council, acting for 2 and on behalf of the City, hereby approve the Bond P.urchase 3 Agreement, substantially in the form as on file with the city 4 Clerk with such corrections, changes, modifications, additions or 5 deletions as may be approved and recommended by the city Attorney 6 and Bond Counsel to the City, the Mayor, or, in his absence or 7 disability, the Mayor Pro Tem, and approved by him, his execution 8 thereof to be conclusive evidence of such approval. The Bond 9 Purchase Aqreement shall be executed on behalf of the City as 10 hereinafter provided at such time as the final interest rates, 11 principal amount of Bonds, maturity dates and amounts and 12 Underwriter's discount are known; provided, however, that such 13 principal amount of Bonds shall not exceed $7,000,000, the net 14 interest cost shall not exceed 8' and the Underwriter's discount, 15 including original issue discount, shall not exceed 2', without 16 further approval and authorization by the Mayor and Common 17 Council. The Mayor, or, in his absence or disability, the Mayor 18 Pro Tem, and City Clerk are hereby authorized and directed to 19 execute such final Bond Purchase Aqreement when the same shall 20 have been prepared for execution, with the seal of the City to be 21 affixed thereto. 22 23 SECTION 9. The Mayor and the Common Council, acting 24 for and on behalf of the City, hereby approve the Preliminary 25 Official Statement and authorize its use by the Underwriters in 26 connection with the offering of the Bonds. The City authorizes 27 and directs the Underwriters to prepare a final Official 28 Statement at such time as the Underwriters deem appropriate and - 5 - 1 the city hereby authorizes the execution of such final Official 2 Statement by the Mayor, or, in his absence or disability, the 3 Mayor Pro Tem. The Final Official statement shall be in 4 substantially the form of the Preliminary Official Statement as 5 on file with the city Clerk with such corrections, changes, 6 modifications, additions or deletions as may be proposed by the 7 Underwriters, approved and recommended by the City Attorney and 8 Bond Counsel to the City, the Mayor, or, in his absence or 9 disability, the Mayor Pro Tem, and approved by the Mayor or, in 10 his absence or disability, the Mayor Pro Tem, with the execution 11 thereof to be conclusive evidence of such approval. 12 13 SECTION 10. The Mayor, or, in his absence or 14 disability, the Mayor Pro Tem, the City Clerk, the City's Project 15 Coordinator and such other City officers and employees as are 16 appropriate are authorized and directed to provide for the 17 payment of the costs of issuance solely from the proceeds of the 18 Bonds, provide for the investment of funds pursuant to the terms 19 of the Trust Indenture, execute such other documents, including 20 a subscription for federal securities, if necessary, to complete 21 the issuance of the Bonds and take such further action as shall 22 be consistent with the intent and purpose of this Resolution and 23 shall be needed to conclude the issuance, delivery and sale of 24 the Bonds. 25 26 27 28 - 6 - 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION 2 OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE 3 REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY 4 TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS 5 SECTION 11. This Resolution shall take effect upon 6 the date of its adoption. 7 I HEREBY CERTIFY that the foregoing Resolution was duly 8 adopted by the Mayor and Common Council of the City of meeting 9 San Bernardino at a 10 11 12 13 thereof, held on the day of , 1992, by the following vote, to wit: Council Members: ~ HAll ABSTAIN ABSENT ESTRADA 14 REILLY HERNANDEZ 15 MAUDSLEY MINOR 16 POPE-LUDLAM MILLER 17 18 19 20 day of 21 22 City Clerk The foregoing resolution is hereby approved this , 1992. Mayor of the City of San Bernardino 23 Approved as to form and legal content: JAMES F. PENMAN 24 City Attorney 25 ~y: yaV'~ ) 26 IDl15\D0C\3 27 28 - 7 - - 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss 2 CITY OF SAN BERNARDINO ) 3 I, City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 4 copy of Mayor and Common Council of the City of San Bernardino Resolution No. is.a full, true and correct copy of that 5 now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand affixed the official seal of the Mayor and Common Council of 7 City of San Bernardino this day of 1992. and the 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 City Clerk City of San Bernardino " 1 2 3 4 5 6 Item: 7 8 9 10 11 Action to 12 be Taken: 13 MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AGENDA January 6, 1992 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" Adopt Resolution. 14 Certified copy of Resolution to be returned to Sabo & Green, A Professional Corporation. - 6 - 1 2 3 4 5 6 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" 7 WHEREAS, the City of San Bernardino, California (the 8 "City"), is a charter city duly orqanized and existinq under and 9 pursuant to the provisions of the Constitution of the State of 10 California; and 11 12 WHEREAS, pursuant to its charter powers, the City duly 13 and reqularly enacted Ordinance No. 3815, as amended (the 14 "Ordinance"), to finance various types of projects, as defined in 15 the Ordinance, and to issue its special revenue bonds for the 16 purposes of paying the costs of financinq such projects; and 17 18 WHEREAS, there has previously been filed with the City 19 an Application (the "Application") pursuant to the provisions of 20 the Ordinance by La Quinta Motor Inns, Inc., San Antonio, Texas 21 (referred to herein as the "Corporation"), requestinq the 22 issuance of revenue bonds (the "Bonds") for the purpose of 23 efunding the outstandinq $7,000,000 City of San Bernardino, 24 California Industrial Development Revenue Bonds, Series 1982A (La 25 uinta Motor Inns, Inc. Project) (the "1982 Bonds"), which were issued to finance the costs and expenses of 26 27 onstruction of a 153 room hotel and associated restaurant as 28 ore particularly described in said Application; and - 1 - 1 WHEREAS, the Mayor and Common Council have previously 2 on December 16, 1991, adopted a resolution providing for the 3 publication of a Notice of Public Hearing regarding the proposed 4 issuance, sale and delivery of the Bonds which Bonds shall be 5 entitled "City of San Bernardino, california, Industrial 6 Development Revenue Refunding Bonds, Issue of 1992 (La Quinta 7 Motor Inns, Inc. Project)"; and 8 9 WHEREAS, the Mayor and Common Council have caused the 10 timely pUblication of notice regarding the holding of the public 11 hearing in accordance with Section 147 (f) of the Internal Revenue 12 Code of 1986, as amended (the "Code"), in connection with the 13 proposed issuance of the Bonds. 14 15 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 16 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 17 18 SECTION 1. The Mayor and Common Council have held 19 a pUblic hearing in accordance with provisions of Section 147(f) 20 of the Code, and have considered all testimony and comments 21 submitted in connection with the proposed issuance and delivery 22 of the Bonds. 23 24 SECTION 2. The Mayor and Common Council, after 25 consideration of comments received at the public hearing, hereby 26 approve the issuance of the Bonds. 27 28 - 2 - 1 SECTION 3. It is the purpose and intent of the 2 Mayor and Common Council that this Resolution constitute approval 3 by the applicable elected representative in accordance with the 4 terms of Section 147(f) of the Code. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING 2 IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, ISSUE 3 OF 1992 (LA QUINTA MOTOR INNS, INC. PROJECT)" 4 ESTRADA REILLY HERNANDEZ MAUDSLEY 12 MINOR POPE-LUDLAM 13 MILLER 14 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 , 8 1992, by the following vote, to wit: 9 10 11 SECTION 4. 5 its adoption. 6 7 This Resolution shall take effect upon Council Members: AXM ~ ABSTAIN ABSENT 15 16 day of 17 18 City Clerk The foregoing resolution is hereby approved this , 1992. 19 Approved as to form and legal content: 20 JAMES F. PENMAN City Attorney 21 /)/lAAJI~W /2 _IL 22 By: ft<4/TVr/ ~) 23 SBEO~S\D0C\4 Mayor of the City of San Bernardino 24 25 26 27 28 - 4 - 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss 2 CITY OF SAN BERNARDINO ) 3 I, City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 4 copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy of that 5 now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Mayor and Common Council of the 7 City of San Bernardino this day of , 1992. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 City Clerk City of San Bernardino DEVELOPIIEI'T DEPARTIIEI'T OF THE CITY OF SAIl BERl'IARDIlfO REOUEST FOR COMMISSIOI'/COUlfCIL ACTIOI' From: KENNETH J. HENDERSON Executive Director Subject: CIVIC LIGHT OPERA ASSOCIATIOlf DISPOSITION AND DEVELOPMENT AGREEMENT Date: January 2, 1992 ------------------------------------------------------------------------------- SYnopsis of Previous Commission/Council/Committee ActionCs): None ------------------------------------------------------------------------------- Recommended MotionCs): CCommunitv Develovment Commission) That the Community Development Commission review the attached correspondence and documentation and take whatever action deemed appropriate. ~~ KEIINETH J. HEND~SON Executive Director ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson Phone: 5081 Project Area(s): All Ward(s) : All Supporting Data Attached: Staff Report FUNDING REQUIREMENTS: Amount: N/A Source: N/A Budget Authority: N/A ------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------- KJH:paw:0242q COMMISSIOlf MEETING AGENDA Meeting Date: 01/06/1992 Agenda Item Number: L DIVILOPMIIIT DIPARTMIIIT OF THE CITY OF SAIl BIRl'WUlIRO STAFF UPOIlT Civic LiRht Ooera Association Disoosition and Deve100ment ARreement The attached correspondence, minutes of the Fine Arts Commission and legal analysis was recently received by the Chairman of the Community Development Commission. In accordance with the attached transmittal memorandum from the Mayor to the Administrator, Economic Development Agency. This item has been placed on the agenda for discussion and action as appropriate. Staff recommends adoption of the form motion. << KERNETII J. IlENDE ON, Executive Director Development Department ------------------------------------------------------------------------------- JCJH:paw:0242q COMKISSION MEETING AGENDA Meeting Date: 01/06/1992 Agenda Itm Number: ! City of San Bernardino INTEROFFICE MEMORAHDUK TO: Tim Steinhaus, Agency Administrator, EDA FROM: W. R. "Bob" Holcomb, Mayor SUBJECT: Civic Light Opera - DDA Agreement DATE: January 2, 1992 COPIES: Attached hereto, please find a letter dated December 24, 1991, received from Mike Hough, Fine Arts Commission Member. I am requesting that you place this matter on the January 6, 1992 Agenda for discussion and acti WRH:JLV:mv Attachment f , December 24, 1991 Office of the Mayor W. R. "Bob" Holcomb, Mayor 300 N. "Oil Street San Bernardino, CA 92401 Dear Honorable Mayor Holcomb: This letter is being written on behalf of Mildred HUdson, Doris Ballard and myself, as members of the Fine Arts Commission and appointed as a Special Committee by same to investigate and review complaints by members of the cultural arts community over access to, and costs of utilization of the California Theater. Please refer to the November 12, 1991 minutes of (Exhibit "A") and a memorandum dated November 15, 1991 from Andre de Bartnowski the law firm of Sabo and Green to Timothy C. Steinhouse (Exhibit "B") for an overview of the conditions under which the California Theater facilities were deeded to the San Bernardino Civic Light Opera Association and the access and cost issues which have given rise to the Fine Arts Commissions formation of the Special Committee. On the basis of interviews with representatives of local cultural organizations, review of correspondence from same, and dialogue with Mr. Jenks and Mr. Wood of the Civic Light Opera, it is the Special Committee's finding and conclusion that the Civic Light Opera Association is not in compliance with the intent and meaning of certain of the terms and provisions of the Deposition and Joint Development Agreement. While there are numerous areas of complaint, most grievances fall within the areas of access dates and rental costs. Specifically, it is the findings of the Special Committee that: 1. The Civic Light Opera Association has failed to provide requested financial information regarding its 'revenues and expenses in support of the usage rates being charged users of the California Theater. Of further concern is the appropriateness of whatever accounting method is being utilized by the Association, particularly in the 301 VanderbiIl Way · P.O. Box 10216 . San Bernardino, CA 92423-0216 . (714) 888-6363 r Office of the Mayor W. R. "Bob" Holcomb, Mayor December 24, 1991 Page 2 accounting for "non cash" expenses such as depreciation, and the commingling of revenues and expenses from other Association ventures. 2. The Association has been unresponsive and unsympathetic to the reasonable scheduling needs of potential users, has failed to establish procedures for confirming requested "dates", and is unwilling to compromise or make a reasonable effort to accommodate potential users when a specific date is in conflict. In attempting to reconcile the areas of conflict with the governing provisions of the Deposition and Joint Development Agreement, the Special Committee believes that certain ambiguities exist in the language of the Agreement which preclude the making of specific recommendations without benefit of legal interpretation and opinion. It is our recommendation that once the RDA/Fine Arts Commission's legal stance is determined, that a roundtable meeting of all interested parties, including representatives of the CLOA, be convened, and all issues be resolved on a case-by-case basis, within the legal framework decided upon by appropriate counsel. On behalf of the Special Committee appointed by the Fine Arts Commission, it is a pleasure to serve in this capacity, and we would be pleased to provide greater detail and/or meet with any representative of the City of San Bernardino or non-profit cultural arts community if requested. Sincerely, SPECIAL COMMITTEE TO THE PXNE ARTS COMMISSION Mike Hough, ~ Copy to: Mildred Hudson Doris Ballard Thelma Press MH:blo .. ! .: --. EXHIBIT "A" FINE ARTS COMMISSION MINUTES The Fine Arts Commission meeting convened at 3:00 p.m., on Tuesday, November 12, 1991, in the Management Information Center, 300 North "0" Street, 6th Floor, San Bernardino, California. Those in attendance were as follows: Clara O'Campo Barbara Greene Barry Silver Mildred Hudson Beverly Goodly-Powell Dorris Ballard Michael Shaw Mike Hough Pat Leathers Thelma Press Second Ward Third Ward Fourth Ward Fifth Ward Sixth Ward Seventh Ward Mayor's Appointment Mayor's Appointment Mayor's Appointment, Alternate Member Liaison for the Fine Arts for Mayor and Council . The following were absent and/or excused: Ray Gonzales Others in attendance were as follows: Mayor's Appointment, Alternate Member Gene Wood, Board Member, Civic Light Opera C. Dale Jenks, Civic Light Opera Approval of the October 8. 1991 Minutes. Chairwoman Doris Ballard asked for a motion to approve the Minutes of October 8, 1991. Committee Member Barry Silver expressed his concerns relative to the amount allocated to the Inland Dance Theater, Inc. He stated that according to his notes the amount approved was $20,000 and not $18,000 as reflected in the minutes. Ms. Thelma Press explained that after a lengthy discussion at their prior meeting, the final approval by the Commission was $18,000. She also stated that discussion regarding the Metropolitan Opera was not recorded on the tape and that their grant application needed to be discussed again for purposes of recording the Commission's decision and for the secretary to transcribe. Two motions were made as follows: a) that if the Commission did approve an $18,000 grant to the Inland Dance Theater, tnc. that the minutes be approved; b) and that if the Commission did not approve $18,000 but rather $20,000, that the Fine Arts Commission amend the amount accordingly. The motions carried unanimously. 3 Fine Arts Commission Minutes November 12, 1991 Page 2 NOTE: On November 15, 1991 the transcribing secretary confirmed that on Tuesday, October 8, 1991 the Fine Arts Commission approved the allocation of $18,000.00 to the Inland Dance Theater, Inc. 2. Report bv Committee - California Theater Hr. C. Dale Jenks introduced Mr. Gene Wood, Board of Directors Member of the Civic Light Opera (CLO). . Mr. Gene Wood addressed the Commission and stated that he had been asked by the CLO's Board of Directors to come up with a criteria for charging the various users of the California Theater (facility) on a per day basis. He stated that the CLO hired the accounting firm of Rogers, Anderson, Malody and Scott, for purposes of assisting in identifying such criteria. He explained that the financial figures to be presented at today's meeting have not been presented to the CLO's Board of Directors for their review and consideration, and consequently no decision on costs have been made by the Board of Directors and that there is no written report to be presented as requested. Ms. Thelma Press asked Mr. Wood if said information relates specifically to the California Theater rental cost and expenses. Mr. Wood responded affirmatively. He also said that Hr. Rogers a Certified Public Accountant (CPA) had prepared a report based on "daily rental figures" for the facility. Chairwoman Ballard said that the Commission's primary concern was the operating cost for the facility. Mr. Wood provided the following report: a) The CPA reviewed all of the Theater's cost of operations for the past 10 years and came up with a 3 year average on cost of operation, bringing the total to $82,470.00 (which is the theater's actual expenses). The CPA came up with a depreciation schedule for the buildina and capital improvements. They ran a 10-20 year depreciation schedule, bringing the total to $49,174.00. b) f . , Fine Arts Commission Minutes November 12, 1991 Page 3 He explained that' the CPA did not include the $25,000.00 salary of the fUll-time building manager; nor did he include the $5,000.00 in parking fees that the CLO pays to the Parking Place Commission, bringing the total to $161,644.00. c) The CPA reviewed the number of show davs. He explained that the following organizations fall under the category of show days (show days are money making days): * civic Light Opera * Inland Empire Symphony * Inland Dance * Valley Concert Association * Misc. Show Days Bringing the total to 84 Show Days. Mr. Wood said that if the total cost is divided by tha. nnmh..-.:: of show days it will equal a daily figure of $924.00 per day to rent the facility. He said that said dollar figure will be presented to the Board of Directors for ~eir review and consideration. He further explained that the show days also include rehearsal days, and cautioned that "rehearsal or non-show days" do not generate income. He said that the actual usage days per year is 171 at $945.00 per day to rent the facility. Mr. Wood stated that these figures are net, non-profit, or gross costs to the CLO. He said that they do not include any profit for investment or any other profit, but rather net costs. A question was asked for a clarification on what a "profit for investment" was? Mr. Wood responded that if an individual buys a building he/she should get some kind of return on their money, but cautioned that he did not know what the Board of Directors would want to do with regards to this issue. He said that the aforementioned figures are D2t based on any return on dollars invested by the CLO. A question was asked if the CLO was a non-profit organization? Mr. Wood responded affirmatively. A lengthy discussion ensued relative to the profit for investment issue with regards to the CLO. <j Fine Arts Commission Minutes November 12, 1991 Page 4 A discussion ensued relative to the financial report not including a section on return on investment and devaluation. Mr. Wood stated that the $945.00 dollars is a cost figure. A question was asked if the CPA had audited or prepared financial information showing a break down on revenues, if so, could the revenues be related to the expenses? Mr. Wood responded that Mr. Rogers had prepared such a financial report and that the revenues can be related to the expenses. He further explained that the amount of $945.00 supports the present $920.00 rental cost that is currently being charged. He reiterated that the figures are based on actual cost and depreciation on a three year average. He said that the figures provided herewith, in his opinion, are extremely conservative. A question was asked as to what the total cost for compensation expense was? Mr. Wood responded that the total compensation expense was $25,000 yearly salary for the facility'S Manager. A question was asked if the $25,000 dollars are reflected on the report. Mr. Wood responded that he had not reviewed all of the figures provided in the report, and stated that the total cost of expenses should be included in the report. Mr. C. Dale Jenks stated that the CPA suggested that if the Commission had their own auditor Mr. Rogers could go over the figures in more detail. Mr. Jenks explained that it will not be retroactive. He further said that he did not foresee any immediate problems with the Inland Empire Symphony or any other organization, but that this report was simply a study to make sure that everyone understands the CLO's situation. Mr. Wood read from a letter provided to him by Mr. Don Rogers as follows: ".... it does not include any profit element and does not indicate a market rate for such a facility, market rate will best be determined by reviewing rate charqe bv comoarable facility". He said that his accounting firm has done that and that it is something that they would like to include in the report that will be provided to the Commission. Chairwoman Ballard said that the original agreement said that the local groups would receive preferential rates based upon actual . cost of operation. t Fine Arts Commission Minutes November 12, 1991 Page 5 Mr. Wood responded that based' on "actual cost" it .would be one of those two figures he previously provided and further explained that this was the reason why he is sharing those figures prepared and provided by the CPA. A question was asked if the cost of $924.00 or $945.00 would represent the cost of net revenues and expenses equal a deficit amount of expenses, or is the cost merely an average of the expenses that the .CLO recognizes in order to operate? Mr. Wood responded that it will be his recommendation to the Board of Directors that the CLO charge themselves the same rate they would charge every organization. He said that the figures provided herewith are the total average operating expenditures based on a three years average. He said that the CPA took all of the CLO's capital improvements and amortized and depreciated them for a 10-20 year period. A discussion ensued regarding return on. investment. It was noted that if the CLO, since is a non-profit organization, is not endeavoring to retain earnings on an investment to his owners. An example was provided as follows: If the CLO has earnings of $100,000 and. expenditures of $100,000 and revenue based on $400.00 dollars per day this would suggest that this is a reasonable amount to charge. Mr. Wood reiterated that the CLO is a non-profit organization and therefore can not retain earnings nor get investment returns. A discussion ensued regarding the need for the Fine Arts Commission to review the CLO's financial statement, in order to see if it reflects the theoretical expenditure cost of providing the facility to the public and in balancing revenues and expenses. Mr. Wood stated that the financial report will reflect the actual CLO' s rent~l cost on a day-by-day basis based on the current income and expenses figures. A question was asked if the audit that was done by Mr. Don Rogers, CPA is a true audit or rather a compilation or what? Mr. Wood responded that he was not sure, since he has not seen the audit report. Mr: Wood asked Mr. C. Dale Jenks if Mr. Rogers does a review. K' Fine Arts Commission Minutes November 12, 1991 Page 6 Mr. C. Dale Jenks responded that Mr. Rogers reviews the entire "project". He explained that the "project" relates to the civic Light Opera, California Theater and the Scenic Studio which are basically three different operations. A question was asked as to whether or not an audit is done for each respective project. Mr. C. Dale Jenks responded that the Civic Light Opera owns the California Theater, Inc., and that the CLO has a general account for the Scenic Studio. A question was asked with regards to capitalization as follows: Did Mr. Don Rogers in preparing the financial report and more specifically in dealing with "capitalization", used market value or did he use actual costs? Both Mr. Wood and Mr. C. Dale Jenks responded that actual cost was used to prepared the report dealing with capitalization. A question was asked as to how soon the report would become available to the Fine Arts Commission Members for their review. Mr. C. Dale Jenks responded that the report could be made available after the Board of Directors' meeting at the end of the month of November. Chairwoman Ballard suggested that Commission Member Mike Hough and Chairperson of the Special Committee review the CLOts report with his committee. Commission Member Hough asked to speak as Chairperson of the Special Committee as follows: ~ Fine Arts Commission Minutes November 12, 1991 Page 7 He said that the Special Coinmittee has been reviewing the issues that appear to be ot concern to the users ot the theater. He stated that there are two specific issues ot concern a) cost and b) access. He said that since the Fine Arts COlDlllission has certain limited authority and is attempting and/or trying to determine a fair way to resolve these issues, he asked Mr. Wood for his point of view relative to the issue of access to the facility. Mr. Wood responded that he could not share his own personal opinion, since he felt the Commission may not like to hear what he had to say. He explained that a meeting took place 6-7 days ago between the CLO and the Inland Empire Symphony with regards to their complaints. He said that one of the CLO's Board Members met with Mr. Gresham, Chairman of the Inland Empire Symphony and Ms. Susan Feller, and at that meeting a decision was reached, however, two days later a letter was sent from the Inland Symphony to the CLO with a different decision. He said that he has not had the opportunity. tc;! discuss the letter ,.,.ith ~...' Gr~shaJa,...."". . '1~ , . Mr. Wood also said that with regards to the issue of usage, the yearly calendar reflects the schedule of events, and felt that the days that are not available are just simply not available, he said he did not understand what the problem was. Mrs. Press stated that in the past, the problem has been that after the CLO would verbally confirm a given day to an organization the CLO would'change that day after the organization had published their events, creating a negative impact on that group and that the Commission has requested that all future dates be confirmed by letter. She said that the issue of usage is a delicate matter that continues to be unresolved, thus the need to address it. Commission Member Hough stated that a lot of uncertainty continues to surround the issue regarding how the CLO determines their usage dates. He made reference to a letter sent by the Fine Arts Commission to Mr. C. Dale Jenks requesting that January ~7, 1992 for the Opera and April 25, 1992 for the Inland Symphony be granted as requested. He further stated that according to what he has heard the date of January 17, 1992 remains ungranted. He asked Mr. Jenks it that date has been resolved? Mr. C. Dale Jenks responded that the date of January 17, 1992 is when the CLO does a "play", therefore, January 17, 1991 can not be granted as requested. He stated that in the previous two or three years the Opera has taken place on the 1st of February or on the 27th of February, but not in January. He stated that the CLO has priority over all other organizations and will obviously fulfill their own needs first and foremost. 8 Fine Arts Commission Minutes November 12, 1991 Page 8 Commission Member Hough stated that the initial intent of the Council and the Redevelopment Agency was that the facility be given or otherwise granted to the CLO for purposes of easy accessibility by the local cultural organizations. Mr. Wood clarified that the Redevelopment Agency sold the California Theater to the CLO and did not grant the facility. Commission Member Hough read the following statement from the original agreement between the Redevelopment Agency and the CLO: "....in the event of any dispute regarding the entitlement of any legitimate fine arts organization of the City requesting to have access to such property for any particular performance, that this issue be submitted to the Fine Arts Commission of the City of San Bernardino, whose decision shall be binding". '" ,. . ,.;j' '-y-" Commission Member Hough said that this paragraph relates to disputed dates. He stated that the CLO does have priority of the usage of the facility according to the agreement, but that the City's intent was that organizations in this community would have access to the theater since that was the guiding reason to sale the facility to the CLO under the price that was granted. Mr. C. Dale Jenks stated that the City did not grant the California Theater to the CLO, but rather that the CLO paid a donation in the amount of $150,000. Commission Member Hough stated that the CLO's real issue is one of economics, and further explained that the CLO will not grant a specific performance date to an organization, if those dates conflicts with the CLO' s dates, thus, creating a question of economics. He further stated that in his opinion, such action is in contradiction of accessibility to the theater. He said that it was the Fine Arts Commission's responsibility to make sure that the various cultural organization in the community have proper access to the theater. Mr. Wood was an issue. follows: stated that he did not agree that the economic factor He said that the CLO will reserve the facility as 36 CLQ's days 24 CLO's oerformance davs Total 60 days of usage by the CLO. 8 Fine Arts Commission Minutes November 12, 1991 Page 9 He further explained that if ~ fine arts organization requests a day that is already been reserved by the CLO, it is D2t on the CLO's best interest to stop the play. He stated that the only logical solution is to have the respective organizations work around the CLO's reserved calendar, thus, creating a fair solution. Commission Member Silver said that a written agreement rather than a verbal agreement, is now required when requesting usage of the California Theater. He stated that the CLO has already outlined and reserved all of their performance days for next year and that it takes up to one month to process a signed agreement when requesting dates. Commission Member Hough explained that the Fine Arts Commission is in a difficult position, since it is trying to be receptive to the needs of the various organizations in the community. He said that the Fine Arts Commission is abiding by a document that did not anticipate some of the difficulties that are currently being encountered. He stated that there are a lot of complaints centered around maintenance and how ushers are handled and what the organizations are charged for. Mr. Wood suggested to Commission Member Hough, that if those complaints are coming to the Fine Arts Commission they should be directed to the CLO' s Board of Directors for their review and consideration. He stated that not only does the CLO's management has to hear complaints or concerns but also the Board of Directors, in order to resolve the issues. He expressed his concerns regarding the numerous unfounded rumors by various fine arts groups. Ms. Press asked for clarification regarding what rumors he was referring to. Mr. Wood would not provide any specifics. Commission Member Hough stated that as a Fine Arts Commission Member he will serve the city and the Commission and furthermore, that he understands the CLO's position on the matter previously discussed herewith. He stated that he will abide by the document before him to the letter, as vague as it may be in some places, but he felt that some of the concerns expressed by the various fine arts groups are very legitimate. He said that he had hoped that everyone would sit at the table to work out some of these issues, but he has talked to people of other fine arts organizations and he hears an entirely different story than what he is hearinq today. f Fine Arts Commission Minutes November 12, 1991 Page 10 Commission Member Hough further stated that if the complaints are such that they can be resolved by the Commission's interaction, then he intends to do that or he will resign his position with the Commission. He stated that there is still a lot of discontent and many organizations remain of the opinion that they are being shut out. Ms. Press stated that he does not have to resign but that the issue will be turned over to the City Attorney for their guidance. Mr. Wood stated that he did not attend the meeting to hear threats from Ms. Press or Commission Member Hough. He stated that if the Fine Arts Commission Members have any problems they should present them to the CLO Board since it is the Board who makes the final decisions with regards to the California Theater. He stated that the issues that have been discussed at today's meeting are matters that have not been presented to the Board. Commission Member Hough sta:ted that there'''i~''C::orrespondence between the Inland Empire Symphony and the CLO' s Board that indicate that the Board of Directors has been made aware of certain issues of concern. Mr. Wood stated that the CLO's Board has held several meetings with the Inland Empire Symphony and that the Board feels that those issues have been resolved and that if they remain unresolved, then the Inland Empire Symphony needs to communicate to the CLO's Board of Directors what those issues are. Ms. Press provided Mr. Wood a brief background information pertaining to the concerns expressed by the Inland Empire Symphony. She said that according to the documentation before Commission Member Hough with regards to the Inland Empire Symphony, those concerns were to have been resolved at the Special Committee level appointed by the Fine Arts Commission. She said that it was suggested that if those issues were not resolved that the next step would be to turn the matter to the Redevelopment Agency which has jurisdiction over' the agreement with regards to the California Theater property and that at that point the. Fine Arts Commission will no longer be involved in the matter. She reassured Mr. Wood that neither she nor the Fine Arts Commission Members were threatening him. Mr. Wood stated that she was missing the point. He asked that if any of the members of the Commission had a prOblem with his Board, wouldn't the Commission approach the Board to resolve the . ? J.ssue. . f Fine Arts Commission Minutes November 12, 1991 Page 11 Ms. Press stated that the Fine Arts Commission appointed a Special Committee comprised of Commission Member Mike Hough, Commission Member Mildred Hudson and Chairwoman Dorris Ballard and that they will be meeting with Mr. C. Dale Jenks to review the issues at hand. Mr. Wood stated that he is willing to resolve the problems as a CLO's Board Member. Commission Member Hough reiterated that the CLO has understandably blocked out certain un-used days, but if in doing so, organizations in the community are denied access of days at times during the year that makes sense for them to also want to present their programs, then the "document" pertaining to the Fine Arts Commission's responsibilities with regards to the theater, gives the Fine Arts Commission some ability to question how the CLO's un-used days are arrived at. '" -.. He reiterated that he was aware of the CLO's financial inconvenience. He further suggested to invite the different representatives of the various fine arts organizations in a round table discussion and the CLO's Board and try to resolve the issues on a case to case meeting and to point counterpoint type of environment. Mr. Wood responded that he would be happy to do that and further said that he had thought that the issues between the Inland Symphony and the CLO had been resolved at a prior meeting between Mr. Allan Gresham and Ms. Evelyn wilcox. Chairperson Dorris Ballard explained that the issue that remains unresolved is the 1992 date that the Inland Empire Symphony requested and felt that the CLO had agreed on and later denied, which they had to make costly changes. She further said that Committee Member Barry Silver had made a statement to the effect that "the Symphony has taken that into account in their application for a grant, this year". Committee Member Barry Silver stated that he thought he had seen that in their application. Chairperson Dorris Ballard said that it was not in the Symphony's grant application but rather in the Ballet. Committee Member Barry Silver said that the Ballet w~s one of the Symphony's functions. Chairperson Ballard responded that it was not for the Symphony itself. g Fine Arts Commission Minutes November 12, 1991 Paqe 12 Committee Member Houqh asked if there was a "seasonality. to the use of the California Theater. He said that if a given orqanization is to use an x number of days out of the year, such as from May throuqh September or from September to May, in actuality they are not workinq with 365 days but rather with 180 days. Mr. Wood stated that there is a seasonality and they are called "show" days. commi ttee' Member Hough asked Mr.-Wood the total number of days reserved by the CLO. ' , , , -.: Mr. Wood responded that the- total number of days the CLO uses is 60 play days (36 for CLO and 24"for the Broadway Celebrity Play Series).' . Committee.cMember asked' for' the' number of'''Tehearsal days the CLO has'reserved'the California Theater in addition to the 60 play days. ':.;,;;;.: 1_ ....-.: . Mr. Wood responded that a total of 87 days out of which 60 are play days used by the CLO. Mr. C. Dale Jenks said that about 10 days are used for rehearsals. , Committee Member Barry Silver stated last year 87 days were used for rehearsal days, but that no specific portion was allocated to the CLO since Inland Dance used the first six days to perform. Committee Member Houqh asked that if the season encompasses 180 days and 130 days are utilized by the CLO, are the other organizations being denied reasonable access to the California Theater durinq that time of the year. Mr. Wood responded that he being denied reasonable access. of users days as follows: could not say that they were not He further provided an accounting 60 Days -CLO 10 Days - Symphony Association 5 Days - Inland Dance 5 Days - Valley Concert 4 Days - Misc. 84 Days - TOTAL g . Fine Arts Commission Minutes November 12, 1991 Page 13 Ms. Press said that after hearing both sides of the argument, it is apparent that the confusion or dissatisfaction i. due to an unresolved date that the Inland Symphony claims to have reserved via a verbal agreement with the CLO, versus a written agreement required in accordance to the recent policy. Ms. Press further stated that the issue at hand has nothing to do with future dates but rather with the -unresolved date- previously requested by said organization. Mr. Wood extended an invitation to that orqanization to further discuss their issue before the CLO's' Board in order to resolve the matter. NOTE: _.- ...: . ':."":!lU '.~:. .--"l"_ No recording of. the rest of the meeting was done, however, Chairperson Ballard provided the following information: . '-;-'.;.' .-:: ....,:,'1 ". ."';~....\:tlh~nr. ., .-t The Fine Arts Commission pre-approved' the'.-followi.ng grant applications in concept~. It was noted that further discussion on the allocations will be necessary at their next scheduled meeting, before forwarding said applications to the Mayor and Council for final approval. . a) b) c) d) e) f) Opera Alliance Sinfonia Mexicana Committee Almar Professional Music Society San Bernardino Valley Community Concert Association Broadway Celebrity Inland Empire Symphony $10,000.00 $10,000.00. DENIED TOTAL $20,000.00 $25,000.00 $80,000.00 $145,000.00 , 3. Ad;ournment There being no further business, the Fine Arts Commission meeting of Tuesday, November 12, 1991 adjourned at 4:00 p.m. The next scheduled meeting will be on Tuesday, December 10, 1991 at 3: 00 p.m., in the Management Information Center (MC), 300 North "0" street, 6th Floor, San Bernardino, California. ~ . . J: "" IS SABO & GREEN A PR0Jl'E8810NAL CORPORATION A'M'ORNEYS AT LAW SUITE 400 8320 CANOGA A VENUE WOODLAND HILLS. CALIFORNIA 91367 18181 7()4...0195 TELECOPIER (8181 704-4729 MEMORANDUM TO: Timothy C. Steinhaus FROM: Andre de Bortnowski DATE: November 15, 1991 RE: California Theater A. INTRODUCTION We have been requested to review that certain Corporation Grant Deed (the "Grant Deed") and that certain Disposition and Joint Development Agreement (the "DDA") dated as of October 15, 1984 pertaining to the California Theater facilities (the "Theater Facilities") . Pursuant to the Grant Deed and the DDA, the Redevelopment Agency of the City of San Bernardino (the "Agency") transferred title to the Theater Facilities to the San Bernardino Civic Light Opera Association (the "Association"). The purpose of the DDA was to provide that the Theater Facilities be used by the Association and be made available to other entities in order to preserve and encourage fine arts for the cultural arts community of San Bernardino. Apparently, certain issues have arisen with respect to compliance by the Association of the terms and provisions of the DDA. The concerns have been raised by the Inland Empire Symphony Association (the "Symphony") who have encountered scheduling problems because of conflicts with the Association's proposed use of the Theater Facilities. B. SCHEDULING CONFLICTS The Symphony has indicated that they have sought to schedule performances at the Theater Facilities on the following dates: November 13, January 17 and April 25th. Apparently, the ~ Page 2 Association has prevented the scheduling of such events citing certain scheduling conflicts. The DDA specifically addresses the scheduling of performances and the resolution of any conflicts in connection therewith. Section 2.2(b) of the DDA provides: "Association shall devote the property to its own uses, and shall also make the building and its facilities available for use by all legitimate fine arts organizations within the City of San Bernardino for fine arts performances with all such organizations to be guaranteed access to the facility. In the event of any dispute regarding the entitlement of any legitimate fine arts organization of the City of San Bernardino requesting use to have access to such property for any particular performance, the dispute shall be submitted to the Fine Arts Commission of the City of San Bernardino whose decision shall be binding." In accordance with the above quoted section, the Symphony apparently presented its case to the Fine Arts Commission in June and the Fine Arts Commission ruled in favor of the Symphony and authorized access to the Theater Facilities by the Symphony on January 17th and April 25th. The Association has to date apparently not accepted the Fine Arts Commission's rulings. From review of the above quoted language, it is apparent that the Association would be in breach of the terms and intent of the DDA, since it is clear that the Fine Arts Commission's decision as to the scheduling of specific performances should be binding. However, it should be noted that there is another section of the DDA which pertains to the scheduling of performances and which, at first glance, could be interpreted to be in conflict with the above quoted provisions. The Association may be relying on said provisions in support of their position. The section in question is also found in Section 2.2 (b) of the DDA and provides as follows: "Association's own scheduling shall have priority in any scheduling of events, which priority shall be respected by the Fine Arts Commission. The recommendation of the Fine Arts Commission shall be transmitted to the Association, which shall make the final decision on scheduling." ~ Page 3 We believe that this section is distinguishable from the former section to the extent that the former provisions pertain to the scheduling of particular performances whereas the latter provisions pertain more to overall scheduling priorities. Under such an interpretation, the Symphony's inability to use the Theater Facilities on the dates that it had scheduled particular performances, after a ruling by the Fine Arts Commission, would be in violation of the DDA. Such an interpretation seems consistent with the intent of the DDA. Section 2.2(g) of the DDA specifically provides that the Association is to use best efforts to promote greater use of the facility for fine arts programs and shall vigorously pursue more activities to maximize the use of the building. As such, it is our opinion that the Association's actions are in breach of the terms of the DDA. c. ENCUMBRANCES The Symphony has also raised questions with respect to encumbrances that may be existing on the Theater Facilities suggesting that the Association may have placed a greater amount of encumbrances on the property than otherwise permitted by the DDA. Section 2.2(e) of the DDA provides that the Agency must approve any encumbrances or combination of encumbrances which are placed on the Theater Facilities and which exceed in total $250,000. To the extent the Association has placed encumbrances on the Theater Facilities which total in excess of $250,000, without the Agency's consent, such action would also clearly be in violation of the DDA. At the present time, we do not have sufficient information regarding the amount of encumbrances on the property to properly assess this claim. D. USAGE RATES In addition to the foregoing, the Symphony has complained as to the rates being charged for use of the Theater Facilities. With respect to rates and charges, Section 2.2(c) of the DDA provides as follows: "Association shall establish reasonable rates for the use of California Theater for fine arts organizations of the city of San Bernardino, which rates shall not exceed actual cost. The rate schedule shall be presented by Association to the Fine Arts Commission of the City of San Bernardino annually for review, and the Fine Arts f< Page 4 Commission shall submit its comments and report on the rate schedule to Association. Association shall have final authority as to rates, subject to the limitation that rates for use by fine arts organizations must be reasonable and shall not exceed cost." (Emphasis added) Accordingly, if there exists evidence that the Association is charging more than its costs for operation and maintenance of the Theater Facilities, such action would clearly be in breach of the DDA. Again, a factual determination as to the fees charged and the costs of providing the services must be undertaken in order to determine whether a breach of this provision has in fact occurred. E. OTHER PROBLEMS The Symphony has raised several other questions regarding the operations and management of the Theater Facilities. For example, it questions the maintenance of the facilities, storage of equipment, training of personnel, etc. While the Symphony correctly indicates that many of these issues are not specifically addressed in the DDA, they do indicate that the Association does not seem to be acting in order to promote the intent of the DDA. As such, while these actions, if true, may not give rise to a specific breach of the DDA, they indicate a general unWillingness by the Association to abide by the DDA. F. REMEDIES The remedies provisions of the DDA are general in nature and do not clearly set forth all of the rights and obligations of the parties in the event of a breach. While the DDA does specifically provide for a Right of Reverter in certain circumstances, the facts as presented at this time are not of a nature so as to enable the Agency to avail itself of this remedy. The Right of Reverter is only applicable in circumstances where the property is not being used for the preservation and encouragement of fine arts for the cultural community. Specifically, Section 2.2(a) provides as follows: "The real property conveyed hereby shall remain, in perpetuity, dedicated to the preservation and encouragement of fine arts for the cultural arts community, and shall be used for no purpose inconsistent with this provision. In the event that the Association, 8 Page 5 its successors or assigns shall fail to abide by this covenant, the Agency shall have the power, at its option, to declare this condition violated, through the following procedure. After holding a public hearing before the governing body of the Agency on the issue of such violation, of which Association is given at least ten (10) days advance notice, at which hearing the Association, its successors and assigns shall be given reasonable opportunity to be heard, the Agency determines that the condition has in fact been violated; upon such determination made in good faith, Agency shall record its determination of breach of this condition, upon which recording title to this property shall revert to the Agency forthwith, and Agency shall have the right of immediate possession." While the Association does not appear to be in full compliance with the DDA, it does not seem to be using the premises for events which do not qualify as fine arts events. If the Association completely prevented the Symphony and other organizations from using its Theater Facilities, then the circumstances might warrant an exercise of the Right of Reverter. Instead, the Symphony's and/or the Agency's remedies would be those set forth in the remedy's section of the DDA which provides in Section 2.6 as follows: "In the event the Agency claims Association, its successors or assigns has breached any of the conditions of this Agreement specified in Section 2.2, prior to taking action to terminate the rights of the Association, its successors or assigns, or to seek reverter to the original owner, and prior to instituting any action to enforce the conditions of this agreement, Agency shall give 30 days notice to Association, its successors and assigns, to cure said breach. As a further cumulative remedy, the Association, for itself, its legal representatives, successors and assigns, agrees that the Agency, its successors and assigns, have the right and power to institute and prosecute at law or in equity to enforce any covenants and agreements herein contained and to enjoin the threatened or attempted violation thereof by Association, its legal representatives, successors, tenants and <l . . Page 6 assigns. In addition, the Association for itself, its legal representatives, successors and assiqns, does hereby specifically grant to the Agency such right and power to institute and prosecute such proceedings.- Accordingly, in order to remedy the current actions of the Association, the Agency must first give formal notice to the Association of the alleged breaches. Thereafter, assuming no cure is commenced, the Agency would have the right to seek the remedies provided in Section 2.6. Specifically, the Agency may consider an action for specific performance whereby it would seek a Court order requiring the Association's compliance with the terms of the DDA. The Agency could also, or as an alternative, seek an injunction to prevent the occurrence of any additional or continuing violations of the DDA by the Association. To the extent it could prove monetary losses, the Agency may also consider pursuing a damages claim. However, in order to be successful, the Agency would have to demonstrate direct financial losses as a result of the Association's activities. Lastly, the Agency could consider an action for recision whereby it would seek to rescind the DDA and thereby return title to the Agency. Unfortunately, a recision action may be hard to pursue since the DDA specifically contemplated the Right of Reverter under certain circumstances and a court may be hesitant to provide a remedy which would have the same effect as the Right of Reverter to circumstances which are different than those giving rise to the Right of Reverter under the DDA. If you have any immediate questions regarding the foregoing, please contact me at your earliest convenience. ADB:ew SBEOIOOOllMENI3.l 11114191 35.l f /VA C) ~ . I I ) r , \ / / /J/J;{~;t//:~,Ik / DEVELOPMENT DEPARTMENT OF THE CITY OF SAN BERNARDINO REOUEST FOR COMMISSION/COUNCIL ACTION From: KENNETH J. HENDERSON Executive Director Subject: MAIN STREET INN SRO PROJECT Date: January 2, 1992 Synopsis of Previous Commission/Council/Committee Action(s): On November 4, 1991, the Community Development Commission approved deal points and financial assistance to this project totalling approximately $2 million. Recommended Motion(s): (Communitv Development Commission) MOTION That the Community Development Commission approve the attached Disposition and Development Agreement (DDA) between the Redevelopment Agency of the City of San Bernardino and Main Street Inn, a California Limited Partnership, for the development of a two-hundred, sixty-four (264) room Single Room Occupancy (SRO) project at the Northeast corner of Fifth and "E" Streets. KENNETHlf4!~~SON Executive Director Administrator ------------------------------------------------------------------------------- Contact Person(s): Ken Henderson Phone: 5081 Project Area(s): Central Citv North (CCN) Ward(s): One (l) Supporting Data Attached: Staff Report FUNDING REQUIREMENTS: Amount: $2.005.000 Source: 20% Set Aside l/M Fund Budget Authority: Approved November 4. 1991 ------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------- KJH:lag:0379E COMMISSION MEETING AGENDA Meeting Date: 01/06/1992 Agenda Item Number: 25-1 DEVELOPMENT DEPARTMENT OF TIlE CITY OF SAN BERNARDINO STAIT REPORT Main Street Inn SRO Proiect The Housing Committee and Community Development Commission have previously considered this project and approved financial assistance totalling approximately $2 million. On November 4, 1991, the Commission approved certain deal points in connection with this project as follows: 1. Development Department to provide land free and clear and pay all fees, with such acquisition, demolition and fees estimated to be $1,795,000. 2. Development Department assistance to take the form of a "silent" second deed of trust. 3. The project will set aside thirty-percent (30%) of the units for low and very low income households. 4. The Department to receive eighteen percent (18%) of the cashf1ow, plus eighteen percent (18%) of the net sale or refinancing proceeds. 5. The Development Department to guarantee the projected rent revenue shortfall of approximately $210,000 for the first three (3) years of operation. The deal points have now been formalized into a Disposition and Development Agreement (DDA) between the Agency and Main Street Inn, a California Limited Partnership, along with various and sundry other , provisions of the Community Redevelopment Law. The Agreement also contains one modification to deal point #4. Originally, the deal point called for the Department to receive eighteen percent (18%) of cashf10ws plus eighteen percent (18%) of net refinance or sales procceds. Based upon projected cashf10ws and the overall value of the project, the Department faced the ,possibility of not receiving all of its $2 million investment. The Agreement now contemplates pre-payment KJH:1ag:0379E COMMISSION MEETING AGENDA Meeting Date: 01/06/1992 Agenda Item Number: ~S-1 DEVELOPMENT DEPARTMENT STAFF REPORT Main Street Inn SRO Project December 23, 1991 Page Number -2- of the Department's contribution, thus creating an incentive for the developer to payoff early the Department's contribution, plus accrued interest. Should the developer payoff the entire Department contribution plus accrued interest, the Department's interest in this project would cease to exist. Based on the foregoing, Staff recommends adoption of the form motion. KENNETH J. BEND RSON, Executive Director Development Dep rtment KJH:lag:0379E COMMISSION MEETING AGENDA Meeting Date: 01/06/1992 Agenda Item Number: ~ r ,,-, r----, i RECORDING REQUESTED BY: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO SBEO/0001/542/df 1/2/92 420 WHEN RECORDED MAIL TO: SABO & GREEN 6320 Canoga Avenue, suite 400 Woodland Hills, California 91367 (Space above for Recorder's Use) DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND MAIN STREET INN, A California Limited Partnership (-') Section 1. 01. Section 1.02. Section 1.03. Section 1.04. Section 2.01. r Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.14. Section 2.15. Section 2.16. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06. (-:;', ) Conveyance of Title and Delivery of Possession Form of Deed . . . . . . . . . Condition of Title . . . . .. .... Conditions for Close of Escrow . . . . . Time and Place for Delivery of Documents to Escrow ........ Recordation of the Grant Deed(s) and other Documents Title Insurance .. '" . . . Taxes and Assessments . .. . . Zoning of the Property and Environmental Approvals . . . . . . . . . . . . Condition of the Property . . . . . Submission of Evidence of Financing Commitments . . . . . . . . . . . TABLE OP CONTENTS ARTICLE I SUBJECT OP AGREEMENT Purposes of Agreement . . . . . . The Redevelopment Plan . . . . . . . . . Parties to the Agreement . . . . . . . . Prohibition Against Change in Ownership, Management and Control of Developer, or Assignment of Agreement . . . . . . . . ARTICLE II ACOUISITIOB AND DISPOSITION OP PROPERTY Acquisition and Disposition of Property . . . . .. .... Disposition of Property to Developer The Agency Obligations . . . . . The Agency Interest . . . . . . Escrow . . . . . . . . . . . . . ARTICLE III DEVELOPMENT OP.THE SITE Development by Developer . .. " Taxes, Assessments, Encumbrances and Liens Prohibition Against Transfer .. . . . Security Financing; Right of Holders . . . Right of the Agency to Satisfy Other Liens the Property after Conveyance of Title Certificate of Completion . . . . . . . . -i- ~ . 1 1 1 . . . 2 . 4 4 4 5 . 7 8 9 9 9 . 10 10 10 10 . 10 11 . 11 . 13 19 20 20 on 23 24 ('-, Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section Section Section Section Section Section Section (" 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. 5.07. Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. Section 6.09. Section 6.10. Section 6.11. Section 6.12. (-j ARTICLB IV OSB OF THB SITB Uses. . . . . . . . . . . . . . . . . . . . Maintenance of the Property . . . . . . . . Obligation to Refrain from Discrimination Form of Nondiscrimination and Nonseqregation Clauses . . . . . . . . . . . . . . Affordability Covenants . . . . . . . Effect and Duration of Covenants . ARTICLB V DEFAULTS. REMEDIES AND TERMINATION Defaults - General . . . . . . . . Legal Actions . . . . . . . . . . Rights and Remedies are CUmulative Damages . . . . . . . . . . . .. . Specific Performance . . . . . . . . Rights and Remedies of Termination Right to Reenter, Repossess, Terminate Revest . . . . . . . . . . . . . . . . and . . ARTICLB VI GENERAL PROVISIONS Notices, Demands and Communications Between the Parties . . . . . . . . . . . . . . . Conflict of Interest . . . . . . . . . . . . Warranty Against Payment of Consideration for Aqreement . . . . . . . . . . . . . . . . . Nonliability of Agency Officials and Employees Enforced Delay: Extension of Time of Performance . . . . . . . . . Inspection of Books and Records Approvals . . . . . . . . . . . Real Estate.Commissions .. . . Indemnification . . . . . . . . Release of Developer from Liability Attorneys' Fees Effect . . . . . . . . . . . . . . . . . -ii- . 26 26 26 . 27 28 30 . 31 31 32 32 32 32 . 34 37 37 37 38 38 38 38 39 39 39 39 39 ( ARTICLB VII BNTIRB AGRBEMENT. nIVERS AND AMENDMENT Section 7.01. Entire Agreement . . . . . . . . . . . . . . . 40 ARTICLB VIII TIKB POR ACCEPTANCB OP AGRB~ BY AGENCY AND RECORDATION Section 8.01. Execution and Recordation . . . . . . . . . . 41 f.. EXHIBIT "A" - LEGAL DESCRIPTION EXHIBIT "B" - SCOPE OF DEVELOPMENT EXHIBIT "C" - DEED OF TRUST EXHIBIT "D" - GRANT DEED EXHIBIT "E" - SCHEDULE OF PERFORMANCE EXHIBIT "F" - CERTIFICATE OF COMPLETION EXHIBIT "G" - AGREEMENT AND RECIPROCAL EASEMENT OF CREATIVE ENTERPRISES, a California Limited Partnership EXHIBIT "H" - DESCRIPTION OF PROJECT ( -iii- r. THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement") is entered into by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), and Main Street Inn, a California Limited Partnership (the "Developer"). The Agency and the Developer agree as follows: ARTICLE I SUBJECT OF AGREEMENT ( Section 1. 01. Purooses of Aareement. The purpose of this Aqreement is to effectuate redevelopment within the boundaries of the City of San Bernardino (the "City") by providing for the purchase of certain real property by the Agency, subsequent sale thereof to the Developer and the redevelopment by the Developer of said real property located within the Central City North Redevelopment Project Area (the "Project Area"). The subject property consists of two (2) separate parcels of land, together with improvements thereon, which are (i) 501 North "E" Stl:eet, City of San Bernardino (the "Great Western Site") and (ii) 533 North "E" Street, City of San Bernardino (the "Argonaut Site"). Each of said parcels is more specifically described in Exhibit "A" hereto. Said parcels shall jointly be referred to herein as the "Property". The purchase and the redevelopment of the Property by the Developer pursuant to this Aqreement, and the fulfillment generally of the Aqreement, are in the vital and best interests of the City, the Agency, and the health, safety, morals, and welfare of the City's residents, and are in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. Section 1.02. The RedeveloDment Plan. TheRedevel~ Plan was approved and adopted by the Common Council of the city of San Bernardino by ordinance in accordance with the provisions of the Community Redevelopment Law of the State of California (the "Community Redevelopment Law"). This Agreement shall be subject to the provisions of the Community Redevelopment Law. The Agency represents and warrants that the uses and improvements to be constructed on the Property in accordance with the Scope of Development attached hereto as Exhibit "B" and incorporated herein by reference comply with the provisions of the Community Redevelopment Law. Section 1.03. Parties to the Aareement. a. The parties to this Agreement are not partners, co- venturers or otherwise associated and one party cannot act to bind another to any agreement or commitment except with the express written consent of the other party. No party hereto is responsible I' 0" \' -1- for the debts or obligations of another except in the case of an r-\ express written agreement to the contrary. b. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law, Health and Safety Code Section 33000, ~ Hll. The principal office of the Agency is located at 201 North "E" Street, Third Floor, San Bernardino, California 92401. As used in this Agreement, the term "Agency" shall be deemed to include the Agency and any assignee and/or successor to the Agency or to its rights, powers and responsibilities under this Agreement. c. The Developer is Main Street Inn, a California Limited Partnership. The principal office of the Developer for purposes of this Agreement is located at 330 North "D" Street, Suite 110, San Bernardino, California 92401, and for purposes of Section 6.01 hereof, any and all notices, demands or communications shall be sent to the Developer addressed to the attention of "B. Gilbert Lara, Jr.". Prior to the Agency's consideration of this Agreement and, in addition, on or before ten (10) calendar days prior to the close of escrow, as set forth hereafter, the Developer shall provide to the Agency satisfactory evidence of the legal formation and existence of the Developer and the good standing of the Developer with the State of California (the "state") to transact business within the State, to hold title to the Property and to develop the Project, as hereinafter defined. (" Section 1. 04 . Prohibition Aqainst Chanqe in OWners~i~. Manaqement and Control of DeveloDer r Assiqnment of Aqreement. a. The qualifications and identities of the persons and entities comprising the Developer are of particular concern to the Agency. It is because of these qualifications and identities of the Developer that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, except as expressly set forth herein. b. Except as otherwise provided in this Agreement, the Developer shall not assign all or any part of this Agreement prior to the issuance of a Certificate of Completion applicable to all portions of the Property without the prior written approval of the Agency, which approval shall be at the sole discretion of the Agency. Nothing contained in this paragraph shall act to prevent limited partners of the Developer from freely transferring their limited partnership interests. writing parties c. The Developer shall promptly notify the Agency in of any and all changes whatsoever in the identity of the either comprising or in control of the Developer, as well COj - 2 - r- .,n i I. ( as any and all changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its members, officers or shareholders has been notified or may otherwise have knowledge or information. This Agreement may be terminated by the Agency if there is any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any indiVidual) that has not been approved by the Agency at the time of such change, prior to issuance of a Certificate of Completion for the Property as hereinafter provided; provided, however, that: (a) the Agency shall first notify the Developer in writing of its intention to terminate this Agreement pursuant hereto, and (b) the Developer shall have twenty (20) calendar days following the date of receipt of such written notice to commence and thereafter diligently and continuously proceed with the cure of the default of the Developer hereunder, and (c) the Developer shall submit evidence of the satisfactory completion of such cure to the Agency within thirty (30) calendar days following the receipt of such written notice in a form and substance deemed satisfactory to the Agency, in its reasonable discretion. - 3 - t/';,""\ (" ( ARTICLE II ACOUISITION AND DISPOSITION OF PROPERTY Section 2.01. Acauisition of ProDertv bv Aqencv. The parties hereto acknowledge that the Agency has entered or is simultaneously herewith entering into escrows (the"Acquisition Escrows") for the purchase of (i) the Great Western site from Royce Company and (ii) the Argonaut Site from Arvind Kumar. The Royce Company and Arvind Kumar shall be jointly referred to hereinafter as the "Sellers". The aggregate of the purchase prices to be paid by the Agency for the Property shall be referred to hereinafter as the "Purchase Price". The obligation of the Agency with respect to the Purchase Price is subject to Section 2.03c hereof. Each of said escrows is contingent upon the close of the other escrow. Section 2.02. Disoosition of Prooertv to Develooer. The Agency shall convey title to the Property to the Developer in the time and manner provided in this Agreement, providing the Agency has received title from the Sellers. In consideration thereof and of performance by the Agency of the Agency Obligations as defined in Section 2.03 hereof, the Developer shall provide to the Agency the Agency Interest, as defined in Section 2.04 hereof, which Agency Interest shall be secured by the Deed of Trust as provided in Section 2. 04f hereof. The Agency Interest shall constitute the full consideration to the Agency for conveyance of title to the Property to the Developer and for performance by the Agency of the Agency Obligations. Section 2.03. The Aqencv Obliqations. '!he Agency, upon conveyance of the Property to the Developer, shall be further obligated as follows (said conveyance together with the following obligations shall constitute the "Agency Obligations"): a. To pay the actual cost of demolition and demolition permit fees, including asbestos removal, toxics removal, if any, the demolition of the existing structures on the Property and the removal of the resulting debris. The cost thereof shall be referred to hereinafter as the "Demolition Cost". The obligation of the Agency with respect to the Demolition Cost is subject to Section 2.03c hereof. The Developer shall contract with appropriate licensed demolition contractors for such demolition and removal and the Agency shall be responsible for the Demolition Cost. b. The Agency shall pay to the City all fees charged by the City which relate to the demolition of improvements on or redevelopment of the Property. The amount of said fees shall be referred to hereinafter as the "Fee Contribution". The obligation of the Agency with respect to the Fee Contribution is subject to Section 2.03c hereof. c. Notwithstanding any language contained in this Agreement to the contrary, the Agency shall not be required to - 4 - (-- , r (, expend in excess of One Million Seven Hundred Ninety Five Thousand Dollars ($1,795,000) for the aggregate of the Purchase Price, the Demolition Cost and the Fee Contribution. Any sums required in excess of said sum for any purpose associated with this Agreement or the development contemplated hereby, except for the Revenue Contribution as provided in Section 2. 03d, shall be the sole responsibility of the Developer. To the extent that the aggregate of the Purchase Price, the Demolition Cost and the Fee Contribution is less than $1,795,000, the Agency shall contribute to other project costs an amount sufficient to bring the total contribution of the Agency, exclusive of the Revenue Contribution, to $1,795,000. d. The Developer has based project projections on a gross annual rental revenue of $1,228,127 (the "Target Revenue"), which is calculated on a ninety percent (90%) occupancy factor. It is anticipated that the project may not achieve this revenue level for some time. Accordingly, in the event that the Target Revenue is not achieved, the Agency agrees to pay to the Developer, during the initial three (3) years of the operation of the Inn, as herein defined, within fifteen (15) days of receiving written notice from the Developer of the amount thereof, an amount equal to the difference between the Target Revenue and the actual gross collected rental revenue arising from all sources in connection with the Property (the "Revenue Shortfall") for a given annual period. Notwithstanding any language contained in this Agreement to the contrary, the Agency's aggregate contribution to the Revenue Shortfall for all periods (Years 1-3) shall not exceed Two Hundred Ten Thousand Dollars ($210,000) (the "Revenue Contribution"). To the extent that the aggregate Revenue Shortfall for the initial three years of operation exceeds the Revenue Contribution, the Developer shall be solely responsible therefor. The Developer shall provide the Agency with an appropriate financial statement, prepared by an independent certified public accountant. The Agency may within ten (10) days of receipt of said financial statement serve written notice of its non-acceptance thereof, in which case the Agency may review all necessary books and records. If the Agency's review disagrees with the Developer's statement, the Agency may contract an independent certified public accountant to review the financial statements. If the financial statements are found to be in error by more than 5%, the Developer will be responsible for the costs of the review, and if the error is less than 5%, the Agency will be responsible for the costs of the review. Section 2.04. The Aqencv Interest. In consideration of tranSferring the Property to the Developer, the Agency Obligations, and of the other covenants by the Agency contained in this Agreement, the Developer hereby grants to the Agency an eighteen percent (18%) interest in the Net Cash Flows (as defined hereinafter) of the Inn and in the proceeds from any refinance or sale of the Inn (the Agency's eighteen percent (18%) interest in the Net Cash Flows and the proceeds of sale or refinance shall collectively be referred to as the "Agency Interest"). The Agency - 5 - c/ (- (~) Interest shall take effect immediately upon Close of Escrow and shall continue until the earlier of (i) the sale of the Project in conformity with the requirements of this Agreement, or (ii) repayment to the Agency's Low- and Moderate-Income Housing Fund of all sums advanced therefrom, including without limitation, the Purchase Price, the Demolition Cost, the Fee Contribution and the Revenue Contribution, together with interest on the aggregate thereof at seven percent (7') simple interest per annum. The Agency shall be entitled to receive payments under the Agency Interest whether pursuant to (i) or (ii) above not in excess of such sums as advanced from the Agency's Low- and Moderate-Income Housing Fund, plus interest. For the purposes of this Aqreement the term "Net Cash Flows" shall mean the sum remaining, if any, after the reasonable and actual expenses of operation of the Inn and of debt service on the first deed of trust are deducted from the qross receipts due to rentals or other sources of income associated with the Inn. In order to effectuate this Section 2.04, the parties hereto aqree as follows: a. The Developer shall cause to be prepared by an independent certified public accountant acceptable to the Agency reviewed annual financial statements for the Inn, copies of which shall be provided by the accountant directly to the Agency. The cost of such statements shall be an expense of the Inn. A failure to prepare such annual financial statements and provide the same to the Agency shall be an Event of Default as defined in Section 5.01a hereof. b. Within ten (10) days of receipt by the Agency of the annual financial statements, the Agency shall either approve or disapprove the same. If the Agency makes no response within said ten (10) day period, the financial statements shall be deemed to be approved. If the Agency disapproves the financial statements it shall indicate in writing its reasons for doing so. The Developer shall respond to the Agency's written comments within ten (10) days of their receipt. If the Developer disagrees with the Agency's positions, the Agency and the Developer shall each designate a certified public accountant of their choice (which choice shall not be the accountant who prepared the subject financial statements). The two accountants thus selected shall by aqreement designate a third certified public accountant (the three accountants so selected shall be referred to herein as the "Panel"). The Panel, by majority vote, shall review the financial statements in question, resolve any issues raised and determine the amount of payments owed to the Agency, if any. The determination by the Panel shall, in the absence of fraud or negligence, be binding on the parties hereto. In the event the financial statements are found to be in error by more than 5' of the final amounts as determined by the Panel, the Developer will be responsible for the costs of the review, and if the error is less than 5' of the final amounts as determined by the Panel, the Agency will be responsible for the costs of the review. - 6 - r, r, {-"\ .' c. Within seven (7) days of approval of the annual financial statements by the Agency, or a determination by the Panel if applicable, the Developer shall pay to the Agency that portion of the revenues to which the Agency is entitled hereunder, less a credit for any portion thereof previously paid to the Agency. A failure to pay said revenues in full and when due shall constitute an Event of Default, as defined in Section 5.01 hereof. In addition, the Agency shall receive its pro rata share of any distribution of profits from the Project, as and when such distributions are made. It is the intent of this provision that neither the Developer, any partner, limited partner, officer, shareholder, agent, employee, assign or successor-in-interest shall receive distribution of profit with respect to the Project unless the Agency contemporaneously receives its pro rata share thereof. d. Except for the first deed of trust to be approved by the Agency under the terms hereof, the Developer shall not enter into any refinance of the Property or the Inn without the prior express written consent of the Agency, which shall not be unreasonably withheld. The Agency shall receive eighteen percent (18') of the amount received by the Developer from any such refinance which results in any distribution to or receipt by the Developer of any proceeds of such loan. A failure to pay the Agency its interest under this subsection d shall constitute an Event of Default, as defined in Section 5.01a hereof. e. The Developer covenants not to sell the Property or the Inn without the prior express written consent of the Agency within the first five (5) years, commencing on the date the Certificate of Completion is issued. In the event of any sale of the Property or the Inn, the Agency shall be entitled to receive eighteen percent (18') of the net proceeds of such sale but not in excess of the amounts owed attributable to the sums advanced from the Agency's Low- and Moderate-Income Housing Fund, plus interest. "Net proceeds" for the purposes of this subsection e shall mean the gross price paid by the purchaser less escrow fees, title charges, any real estate commissions paid in connection with said sale, and the amount of any debt on the Property which has been approved by the Agency. A failure to pay sums owed to the Agency on sale of the Property or the Inn shall constitute an Event of Default as defined in Section 5.01a hereof. f. To secure the Agency Interest, and the covenants and obligations of the Developer under this Agreement, the Developer shall execute in recordable form a Deed of Trust in the form attached hereto as Exhibit "C". Said Deed of Trust shall be recorded upon Close of Escrow, as defined below, and shall constitute a lien on the Property subject only to a first trust deed or any other lien approved by the Agency in writing as to which the Agency expressly agrees to be subordinate. - 7 - ( Section 2.05. Escrow. ( a. The Agency and the Developer agree to establish an escrow (the "Disposition Escrow") for the sale of the Property to the Developer at First American Title Company, 323 Court Street, San Bernardino, California 92401, (Telephone: (714) 889-0311, Attention: Lee Ann Adams (the "Escrow Agent"). The Disposition Escrow shall be opened concurrently with the Acquisition Escrows. b. The Agency and the Developer shall provide and execute such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent hereby is empowered to act under this Agreement, and, upon indicating its acceptance of this Section in writing, delivered to the Agency and the Developer, within five (5) calendar days after the establishment of the escrow, shall carry out its duties as the Escrow Agent hereunder. c. The Agency and the Developer shall deliver to the Escrow Agent all documents necessary for the conveyance of title to the Property, to the extent provided in this Agreement, in conformity with, within the times, and in the manner provided in this Agreement. d. The Agency shall pay all escrow and recording fees and costs related to the transfer of the Property from the Agency to the Developer, as well as all escrow and recording fees and costs incurred by the Agency as its share of costs in acquiring the Property from the Sellers, subject to the limitation on total cost to the Agency as provided in Section 2.03 hereof. e. The Agency shall timely and properly execute, acknowledge and deliver to the Escrow Agent a grant deed conveying to the Developer title to the Property in accordance with the requirements of this Agreement, and as provided in Section 2.07 hereof. f. The Escrow Agent shall cause a Preliminary Title Report to be prepared and issued by First American Title Insurance Company (the "Title Company") and shall promptly provide the Agency and the Developer with copies thereof. The Agency and the Developer must approve the Preliminary Title Report in writing as a condition precedent to Close of Escrow (as defined below). g. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the respective parties at the addresses set forth in Section 6.01 of this Agreement for notices, demands and communications between the Agency and the Developer. (00, . , , - 8 - /-- I ' , ( ( Section 2.06. Convevance of Title and Deliverv of Possession. a. The Acquisition Escrows shall close within sixty (60) days of execution of this Agreement, subject to extensions agreed upon between the parties hereto and approved by the Sellers. In the event that the Acquisition Escrows do not close within said sixty (60) day period as extended by agreement, the parties hereto shall be excused from further performance of this Agreement. Subject to any mutually agreed upon written extension of time or extensions otherwise authorized by this Agreement, and subject to delays caused by a delay in the closing of the Acquisition Escrows, conveyance to the Developer of title to the Property in accordance with the provisions of this Section and Section 2.08 of this Agreement shall be completed within ten (10) days of satisfaction or completion of all of the conditions set forth in Section 2.09 hereof ("Close of Escrow"). The Agency and the Developer agree to perform all acts necessary for conveyance of title to the Property, in the form and to the extent required herein, in sufficient time for title to be conveyed in accordance with this provision. In the event each condition set forth in Section 2.09 is not satisfied or excused in writing by both parties hereto within one hundred eighty (180) days after the close of the Acquisition Escrows, the parties hereto shall be excused from further performance of this Agreement. b. The Developer shall take possession of the Property concurrently with the conveyance of title. The Agency shall bear no responsibility for providing possession of the Property to the Developer. The Developer shall accept title and possession to the Property on the date established therefor in this Section. Section 2.07. Form of Deed. The Agency shall convey to the Developer title to the Property in the condition provided in Section 2.08 of this Agreement by a grant deed substantially in the form attached hereto as Exhibit "0" (the "Grant Deed"). Section 2.08. Condition of Title. The Title to the Property conveyed by the Agency to the Developer shall be the same as conveyed to the Agency by the Sellers. The Agency hereby grants the Developer the right to approve the preliminary title reports received by the Agency in the. ,Acquisition Escrows, which right shall be exercised in a reasonable manner. Section 2.09. Conditions for Close of Escrow. The Agency's obligation to convey the Property to the Developer and the Close of Escrow shall be expressly conditioned upon satisfaction or waiver by the Agency of each of the following: a. The Agency shall have received title to the Property from the Sellers, demolished the existing improvements and be able to convey the Property in a rough graded buildable condition. - 9 - b. The Developer shall have provided to the Agency " satisfactory evidence of the legal formation and existence of the Developer and the good standing of 'the Developer with the state of California to transact business within the State, to hold title to the Property and to develop the Project as provided in Section 3.01(a) hereof; and c. The Developer shall have received approval from the Agency of financing commitments as set forth in Section 2.16 hereof. d. The Developer shall have received a fully executed agreement from creative Enterprises in the form attached hereto as Exhibit "G", whereby creative Enterprises covenants to make the improvements described' in said agreement to that certain real property located adjacent to the Property and commonly known as 466, 468 and 474 West 5th Street, San Bernardino, California and whereby the Agency and Creative Enterprises enter into reciprocal easements for parking. The Developer hereby agrees that a breach by Creative Enterprises of its obligations under the terms of Exhibit "G" shall constitute an Event of Default, as defined in Section 5.01 hereof, by the Developer. e. The Developer shall have received all necessary permits from the City of San Bernardino, including conditional use and building permits. r-- ( Section 2.10. Time and Place for Deliverv of Documents to Escrow. Subject to any mutually agreed upon written extensions of time or any extensions otherwise authorized by this Agreement, the parties shall deposit with the Escrow Agent promptly at such time as such documents have been fully prepared and executed, but in no event later than ten (10) calendar days before the date established for the conveyance of the Property, any and all documents which are required in order for escrow to close in accordance with this Agreement., Section 2.11. Recordation of the Grant DeedCs) and other Documents. When the parties have deposited into escrow all documents and funds as required by this Agreement and all conditions for the Close of Escrow have been satisfied, the Escrow Agent shall promptly file for recordation among the land records in the Office of the County Recorder where the Property is located: (i) the Grant Deed to the Property, (ii) this Agreement, (iii) the Deed of Trust, and (iv) the Agreement and Reciprocal Easements. The Escrow Agent shall thereafter promptly provide a copy of said recorded documents to both parties. Section 2.12. Title Insurance. Concurrently with recordation of the Grant Deed to the Property, the Title Company shall provide and deliver to the Developer a policy of title insurance issued by the Title Company insuring that the 'title to r': the Property is as required pursuant to the terms of this - 10 - (" Agreement. The title insurance policy shall be in the amount of the Purchase Price of the Property. Section 2 .13. Taxes and Assessments. Ad valorem taxes and assessments, if any, on the Property and taxes upon this Agreement or any riqhts hereunder levied, assessed or imposed as to any period prior to conveyance of title throuqh the escrow, shall be borne by the Aqency. c, Section 2.14. Zonina of the ProDertv and Environmental ADDrovals. The Aqency represents and warrants that_the City's qeneral plan and zoninq ordinance permit the contemplated development, construction _and operation of the Property in accordance with this Agreement, subject to the Developer obtaininq any and all necessary conditional use permits required pursuant to the zoninq ordinance, and further subject to the Developer obtaininq any and all modifications or variances includinq, but not limited to, those modifications or variances necessary for height, parkinq, signs and any and all other matters. The Agency requires that all environmental requirements of the California Environmental Quality Act ("CEQA") applicable to this Agreement and the Project, up to and includinq the adoption of an Environmental Impact Report ("EIR"), if necessary, shall be complied with, including the filinq of a Notice of Determination concerning the adoption and certification of any such environmental documentation. The Developer shall apply for all necessary permits applicable to the Project. -All applicable environmental requirements pursuant to CEQA pertinent to the development of the Project (as defined in Section 3.01 hereof) shall have been completed on or before Close of Escrow. Section 2.15. Condition of the ProDertv. a. The Property shall be conveyed in an "as is" condition with no warranty or liability, express or implied on the part of the Agency, as to the condition of the soil, its geology, the presence of known or unknown faults or defects, the condition of improvements, or any other matter whatsoever, except that the improvements on the Property shall have been demolished and the Property shall have been rough graded. b. It shall be the responsibility solely of the Developer, at the Developer's expense, to investigate and determine the soil and seismic conditions of the Property and its suitability for the development to be constructed thereon. It shall be the responsibility solely of the Developer, at the Developer's expense, to perform all work necessary to prepare the Property for development. The Developer shall not disapprove any soils report or soils condition which would permit the construction with normal foundation conditions of the contemplated improvements. roo, I ., , - 11 - (-" Section 2.16. Submission of Evidence of Financina Commitments. a. As a condition to the Close of Escrow, the Developer shall submit to the Agency evidence reasonably satisfactory to the Agency that the Developer: (i) has obtained or can obtain, as evidenced by a letter of intent or similar instrument, sufficient equity capital and firm and binding commitments for construction financing; and (ii) either has obtained or can obtain, as evidenced by a letter of intent or similar instrument, sufficient equity capital and firm and binding commitments for peraanent financing; all as may be necessary for the construction of the Project on the Property in accordance with this Agreement. In lieu of the foregoing, the Developer may submit evidence to the Agency that it has sufficient funds of its own for the purposes set forth in this Section. b. Any and all financing for the development of the Property shall be obtained from reputable, recognized and well- established financial institutions or lending sources inClUding, but not limited to, banks, savings and loan institutions, insurance companies, real estate investment trusts, pension programs and the like. Whenever the source of financing for all or any part of the development is from other than the Developer, the Developer shall promptly submit the following to the Agency: 1. Copies of all construction and/or land purChase financing commitments received by the Developer; and (" 2. Proof of acceptance of each such loan commitment by the Developer and proof of payment of all up-front loan commitment fees, if any. c. The Executive Director of the Agency shall approve or disapprove such documents and/or financing commitments or sources within fifteen (15) calendar days of receipt by the Agency of the documents and information required hereunder; provided, however, that the failure of the Executive Director to disapprove any of the foregoing matters in writing within said fifteen (15) calendar day period shall be deemed to constitute approval thereof. Any disapproval by the Executive Director of the Agency in writing of any of the foregoing matters in this Section shall automatically extend the dates for performance of actions set forth in the Schedule of Performance, as hereinafter defined, for that certain reasonable period of time necessary for the Developer to obtain the approval of the Executive Director of the Agency under this Section, not to exceed one hundred eighty (180) calendar days. (" - 12 - (- ( ARTICLE III DEVELOPMENT OF THE SITE Section 3.01. Develooment bv Develooer. a. Scooe of Develooment. It is the intent of the parties that the Property be developed as a sinqle room occupancy facility which will meet or exceed the City's SRO ordinance requirements, in a manner consistent with the project description contained in the Description of Project attached hereto as Exhibit "H" and incorporated by reference, as well as Aqency approved preliminary elevations, site plans, basement parkinq plan and floor plans (the "Inn"). The demolition of existinq improvements on the Property, and the construction of the Inn thereon, shall collectively be referred to herein as the "Project". The Inn shall be constructed in accordance with and within the limitations established in the Scope of Development set forth in Exhibit "B" and the qeneral project description set forth in Exhibit "H". b. The City's zoninq ordinance includinq, but not limited to, parkinq and heiqht requirements, and the City's buildinq requirements are applicable to the use and development of the Property pursuant to this Aqreement. The Developer acknowledqes that any chanqe in the plans for development or the use of the Property as set forth in the Scope of Development shall be subject to the City's zoninq ordinance and buildinq requirements. No action by the Aqency or the City with reference to this Aqreement or related documents shall be deemed to constitute a waiver of any City parkinq, heiqht or other requirements which are applicable to the Project or to the Developer, any successor in interest or tenant of the Developer or any tenant or successor in interest pertaininq to the Property, except by modification or variance approved by the City consistent with this Aqreement. The Aqency shall cooperate with and shall assist the Developer in order to obtain modifications or variances from City zoninq requlations necessary to develop the Project consistent with this Aqreement and, in particular, within the time frame provided in the Scope of Development. Any failure by the City either to approve or disapprove any of such modifications or variances within the specified period shall constitute an enforced delay hereunder, and the Schedule of Performance, as defined hereinafter, shall be extended by that period of time beyond said period in which the City approves or disapproves such modifications or variances. c. The Scope of Development set forth in Exhibit "B" is hereby approved by the Aqency upon its execution of this Aqreement. The Project shall be developed and completed in conformance with the approved Scope of Development and any and all other plans, specifications and similar development documents required by this Aqreement, except for such chanqes as may be mutually aqreed upon in writinq by and between the Developer and the Aqency. The Aqency aqrees to approve preliminary and final construction plans and - 13 - ~ r ; I preliminary and final landscaping plans, if reasonably consistent (- with the approved Scope of Development and with Exhibit "H". d. The approval of the Scope of Development by the Agency hereunder shall not be binding upon the Common Councilor the Planning Commission of the City with respect to any approvals of the Project required by such other bodies. If any revisions of the Scope of Development as approved by the Agency shall be required by another government official, agency, department or bureau having jurisdiction over the development of the Property, the Developer and the Agency shall cooperate in efforts to obtain waivers of such revisions, or to obtain approvals of any such revisions which have been made by the Developer and have thereafter been approved by the Agency. The Agency shall not unreasonably withhold approval of such revisions. e. Notwithstanding any provision to the contrary in this Agreement, the Developer agrees to accept and comply fully with any and all reasonable conditions of approval applicable to all permits and other governmental actions affecting the Project and consistent with this Agreement. f. The Developer shall cause landscaping plans for the Project to be prepared by a licensed landscape architect. The Developer shall prepare and submit to the Agency for its approval, preliminary and final landscaping plans for the Property. These plans shall be prepared, submitted and approved within the times respectively established therefor in the Schedule of Performance as shown on Exhibit "E" attached hereto and incorporated herein by reference and shall be consistent with the Scope of Development. (. g. The Developer shall prepare and submit development plans, construction drawings and related documents for the development of the Property consistent with the Scope of Development to the City and the Agency for review (inclUding, but not limited to, architectural review of the exterior of structures); provided, however, that the Agency shall not have the right or responsibility to approve development plans, construction drawings or related documents for purposes of the issuance of a building permit or otherwise on behalf of the City, but shall only have the right of review and approval, within fifteen (15) days of receipt of the documents and information required hereunder, of such plans, drawings and documents for purposes of: (a) architecture and design of structures and the overall development of the Project in a manner consistent with Exhibit "H", which has been previously approved by the Agency, and (b) conformity of such plans, drawings and documents with the terms and conditions of this Agreement. A failure by the Executive Director to approve or disapprove such documents within fifteen (15) days shall constitute an approval. The development plans, construction drawings and related documents shall be submitted in two stages -- preliminary and final drawings (i.e., working drawings), plans and specifications. Final drawings, plans and specifications are hereby defined as those which contain sufficient detail necessary - 14 - r-. I ( ('" to obtain a building permit from the city. Any such items submitted to and approved in writing by the Agency shall not be subject to subsequent disapproval by the Agency, and any such Agency approval shall not be unreasonably withheld. h. During the preparation of all drawings and plans for the Project, the Agency Staff and the Developer shall hold regular progress meetings to coordinate the preparation by the Developer, and the submission to and review by the City and the Agency of construction plans and related documents. The Agency Staff and the Developer shall communicate and consult informally as frequently as is necessary to ensure that any such plans and related documents submitted by the Developer to the city and the Agency can receive prompt and speedy consideration. 1. The Agency shall have the right of reasonable architectural review and approval of building exteriors and design of the Project. The Agency shall also have the right to review all plans, drawings and related documents pertinent to the development of the Property in order to ensure that they are consistent with this Agreement and with the Scope of Development. j. The Developer shall timely submit to the City for its review and approval any and all plans, drawings and related documents pertinent to the development of the Property, as required by the city. The Agency shall cooperate with and shall assist the Developer in order for the Developer to obtain the approval of any and all development plans, construction drawings and related documents submitted by the Developer to the City consistent with this Agreement within ninety (90) calendar days following the City's receipt of said plans. Any failure by the City to approve any of such plans or to issue necessary permits for the development of the Property within said ninety (90) calendar day period shall constitute an enforced delay hereunder, and the Schedule of Performance shall be extended by that period of time beyond said ninety (90) calendar day period in which the City approves said plans; provided, however, that in the event that the City disapproves of any of such plans, the Developer shall within thirty (30) calendar days after receipt of such disapproval revise and resubmit such plans in accordance with the City's requirements and in such form and substance so as to obtain the City's approval thereof. k. The Agency shall in good faith use its best efforts to cause the City to approve in a timely fashion any and all plans, drawings and documents submitted by the Developer hereunder and to cause the City not to impose new conditions inconsistent with: (a) prior plans, drawings and documents approved by the City or (b) the Scope of Development. 1. The Agency shall approve any modified or revised plans, drawings and related documents to which reference is made in this Agreement within the times established in. the Schedule of Performance as long as such plans, drawings and related documents - 15 - are generally consistent with the Scope of Development and any other plans which have been approved by the Agency. The Agency shall have fifteen days from receipt within which to approve or disapprove such documents and a failure to approve or disapprove within such time period shall be deemed an approval. Upon any disapproval of plans, drawings or related documents, the Agency shall state in writing the reasons for such disapproval. The Developer, upon receipt of notice of any disapproval, shall promptly revise such disapproved portions of the plans, drawings or related documents in a manner that addresses the reasons for disapproval and reasonably meets the requirements of the Agency in order to obtain the Agency I s approval thereof. The Developer shall resubmit such revised plans, drawings and related documents to the Agency as soon as possible after its receipt of the notice of disapproval and, in any event, no later than thirty (30) calendar days thereafter. The Agency shall approve or disapprove such revised plans, drawings and related documents in the same manner and within the same times as provided in this Section for approval or disapproval of plans, drawings and related documents initially submitted to the Agency. m. If the Developer desires to make any change in the final construction drawings, plans and specifications and related documents after their approval by the Agency and/or the City, the Developer shall submit the proposed change in writing to the Agency and/or the City for approval. The Agency shall notify the Developer of approval or disapproval thereof in writing within fifteen (15) calendar days after submission to the Agency. This fifteen (15) calendar day period may be extended by mutual consent of the Developer and the Agency. Any such change shall, in any event, be deemed to be approved by the Agency unless rejected, in whole or in part, by written notice thereof submitted by the Agency to the Developer, setting forth in detail the reasons therefor, and such rejection shall be made within said fifteen (15) calendar day period unless extended as permitted herein. The Agency shall use its best efforts to cause the City to review and approve or disapprove any such change as provided in Section 3.01(b) hereof. n. The Developer, upon receipt of a notice of disapproval by the Agency and/or the City, may revise such portions of the proposed change in construction drawings, plans and specifications and related documents as are rejected and shall thereafter resubmit such revisions to the Agency and/or the City for approval in the manner provided in Section 3.01(b) hereof. o. The Developer shall have the right during the course of construction to make changes in construction concerning the interior of structures and "minor field changes" without seeking the approval of the Agency; provided, however, that such changes do not affect the type of use to be conducted within all or any portion of a structure. Said "minor field changes" shall be defined as those changes from the approved final construction (-- drawings, plans and specifications which have no substantial effect .... on the improvements and are made in order to expedite the work of (' r - 16 - "c>- [" j" , , ( (/ construction in response to field conditions. Nothing contained in this Section shall be deemed to constitute a waiver of or change in the City's Building Code requirements governing such "minor field changes" or in any and all approvals by the City otherwise required for such "minor field changes." p. Except as specifically provided in this Aqreement, the costs of developing the Property and of constructing all improvements thereon and adjacent thereto as set forth in the Scope of Development shall be borne by the Developer. It is understood and aqreed by the parties that the Developer shall pay for the costs of any and all off-site improvements described in the Scope of Development as the obligations and responsibility of the Developer to complete hereunder. q. The Developer shall pay, consistent with Section 2.03 hereof, for any and all costs concerning the desiqn, construction, relocation and securing of permits for utility improvements and connections, including sewers and sewer lines, power lines and poles, water lines, gas lines, cable lines and related vaults, storm drains and vaults, traffic access ways, lighting poles and standards, handicapped access ramps, construction of tree wells and planting of trees. The Developer shall obtain any and all necessary approvals prior to the commencement of applicable portions of said construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. r. The Developer shall begin and complete all construction and development and undertake all obligations and responsibilities of the Developer within the times specified in the Schedule of Performance, or within such reasonable extensions of such times as may be qranted by the Agency or as otherwise provided for in this Aqreement. The Schedule of Performance shall be subject to revision from time to time as mutually aqreed upon in writing by and between the Developer and the Agency. Any and all deadlines for performance by the parties shall be extended for any times attributable to delays which are not the fault of the performing party and are caused by the other party, other than periOds for review and approval or reasonable disapprovals of plans, drawings and related documents, specifications or applications for permits as provided in this Aqreement. s. Prior to and during the period of construction of the Project, the Developer shall submit to the Agency written progress reports when and as reasonably requested by the Agency but in no event more frequently than every two (2) weeks. The reports shall be in such form and detail as may reasonably be required by the Agency, and shall include a reasonable number of construction photographs taken since the last such report submitted by the Developer. t. Prior to the commencement of construction on the Property, the Developer shall furnish, or shall cause to be - 17 - ( r ( furnished, to the Agency duplicate originals or appropriate certificates of public indemnity and liability insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit, naming the Agency and the City as additional insureds. Said insurance shall cover comprehensive general liability including, but not limited to, contractual liability; acts of subcontractors; premises-operations; explosion, collapse and underground hazards, if applicable; broad form property damage, and personal injury including libel, slander and false arrest. In addition, the Developer shall provide to the Agency adequate proof of comprehensive automobile liability insurance covering owned, non- owned and hired vehicles, combined single limit in the amount of One Million Dollars ($1,000,000.00) each occurrence; and proof of workers' compensation insurance. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least B+: XII in Best's Insurance Guide. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Developer hereunder shall be primary to any and all insurance which the Agency and/or City may otherwise carry, including self insurance, which for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Any insurance policies governing the Property as obtained by the Agency shall not be transferred from the Agency to the Developer. Appropriate insurance means those insurance policies approved by the Agency Counsel consistent with the foregoing. Any and all insurance required hereunder shall be maintained and kept in force until the Agency has issued the Certificate of Completion for the Property. u. The Developer for itself and its successors and assigns agrees that in the construction of the improvements on the Property provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry. v. The Developer shall carry out its construction of the improvements on and off the Property in conformity with all applicable laws, including all applicable federal and state labor standards and requirements. The Agency covenants and agrees likewise to meet the requirements set forth in this Subsection with regard to any and all construction undertaken by the Agency in accordance with this Agreement. w. Before commencement of construction and development of any buildings, structures or other work or improvements upon the Property, the Developer shall, at its own expense, consistent with Section 2.03, secure or shall cause to be secured, any and all permits which may be required for such construction, development or work by the City or any .other governmental agency having jurisdiction thereof. The Agency shall cooperate in good faith - 18 - ,.- ( ( ( with the Developer in the Developer's efforts to obtain from the City or any other appropriate governmental agency any and all such permits and, upon completion of applicable portions of the Project, certificates of occupancy. x. Officers, employees, agents or representatives of the Agency and the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours during the period of construction of the Project for the purposes of this Agreement including, but not limited to, the inspection of the work being performed in constructing the Project. Such officers, employees, agents or representatives of the Agency and/or the City shall be those persons who are so identified by the Executive Director. Any and all officers, employees, agents or representatives of the Agency and the City who enter the Property pursuant hereto shall identify themselves at the job site office upon their entrance on to the Property and shall at all times be accompanied by a representative of the Developer while on the Property; provided, however, that the Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours upon reasonable notice from the Agency. The Agency shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the Agency and/or the City of this right of access, other than injury, property damage or liability relating to the negligence of the Developer or its officers, agents or employees. y. The Agency shall inspect relevant portions of the construction site prior to issuing any written statements reflecting adversely on the Developer's compliance with the terms and conditions of this Agreement pertaining to construction of the Project. Section 3.02. Taxes. Assessments. Encumbrances and Liens. The Developer shall pay prior to the delinquency all real property taxes and assessments assessed and levied on or against the Property subsequent to the close of the escrow and the conveyance to the Developer of title to the Property hereunder. The Developer shall not place and shall not allow to be placed on the Property any mortgage, trust deed, deed of trust, encumbrance or lien not otherwise authorized by this Agreement. After conveyance of title to the Property to the Developer, the Developer shall remove, or shall have removed, any levy or attachment made on the Property, or shall assure the satisfaction thereof, within a reasonable time but in any event prior to a sale of the Property, or any portion thereof, thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. The covenants of the Developer set forth in this Section relating to the placement of any unauthorized mortgage, trust deed, deed of trust, encumbrance or lien, shall remain in effect only until all ; - 19 - Certificates of Completion have been recorded with respect to the r . Property. Section 3.03. Prohibition Aqainst Transfer. a. Prior to the recordation of all Certificates of Co.pletion with respect to the Property as set forth in Section 3.06 of this Aqreement, the Developer shall not, without prior written approval of the Agency, or except as permitted by this Agreement, (i) assign or attempt to assign this Aqreement or any right herein or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the Property or the improvements thereon. This prohibition shall not apply to any of the following: (i) the reasonable qrant of limited easements or permits to facilitate the development of the Property; (ii) leases, other than ground leases, to prospective tenants whose use of the Property is in conformity with the Coamunity Redevelopment Law and all applicable zoning laws or ordinances. r- b. It is understood and aqreed by the Developer that neither the Developer, nor its assigns or successors in interest to the Property or this Agreement, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Property or any portion thereof to any entity or party, or for any use of the Property, that is partially or wholly exempt from the payment of real property taxes pertinent to the Property, or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. c. In the absence of specific written aqreement or approval by the Agency, no unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the Property shall be deemed to relieve the Developer or any other party from any obligations under this Agreement. Section 3.04. Securitv Financinq: Riqht of Holders. I! a. Notwithstanding any provision set forth in Section 3.03 hereof to the contrary, mortgages, deeds of trust, or any other form of lien required for any reasonable method of financing are permitted before the recordation of the Certificate of Completion (referred to in Section 3.06 of this Agreement), but only for the purpose of securing loans of funds to be used for financing expenditures necessary and appropriate to develop the Property under this Agreement. The Developer shall notify the Agency in writing in advance of any mortgage, deed of trust, or other form of lien for financing if the Developer proposes to enter into the same before the recordation of the Certificate of Completion. The Developer shall not enter into any such conveyance for financing without prior written approval of the Agency, which approval the Agency agrees to grant if any such conveyance is given to a responsible financial or lending institution including without limitation, banks, savings and loan - 20 - (' ( r-: , institutions, insurance companies, real estate investment trusts, pension programs and the like, or other acceptable persons or entities. Such lender shall be deemed approved unless rejected in writing by the Agency within seven (7) calendar days following its receipt of notice from the Developer, subject to written extension or shortening of time signed by both parties. Any lender approved by the Agency pursuant to this Section shall not be bound by any amendment, implementation agreement or modification to this Agreement occurring after recordation of said lender's lien. b. In any event, the Developer shall promptly notify the Agency of any mortgage, deed of trust or other refinancing, encumbrance or lien that has been created or attached thereto prior to completion of the construction of the improvements on the Property whether by voluntary act of the Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic's liens need be given by the Developer to the Agency prior to suit being filed to foreclose such mechanic's lien. c. The words "mortgage" and "deed of trust" as used herein shall be deemed to include all other customary and appropriate modes of financing real estate acquisition, construction and land development. The Agency agrees to make such amendments regarding the rights of any lender as the approved lender shall reasonably require. d. The holder of any mortgage, deed of trust or other security interest authorized by this Agreement shall in no manner be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the grant deed for the Property be construed so to obligate such holder. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. e. Whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in the completion of construction of the improvements, or any breach or default of any other obligations which might entitle the Agency to terminate this Agreement or exercise its right to re-enter under Section 5.07 hereof, the Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, to commence the cure or remedy of any such default and to diligently and continuously proceed with such cure or remedy, within ninety (90) calendar days after the receipt of the notice; and to add the cost thereof to the security interest debt and the lien of its security interest. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall seek to - 21 - ( obtain possession with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default within sixty (60) calendar days after obtaining possession; provided that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commenced, within such sixty (60) calendar day period, such holder shall have such additional time as is reasonably necessary to remedy or cure such default of the Developer. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations by written agreement satisfactory to the Agency. The holder in that event must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates and must submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder completing such improvements in accordance herewith shall be entitled, upon written request made to the Agency, to be issued a Certificate of Completion by the Agency. f. In any case where, one hundred eighty (180) calendar days after default by the Developer in the completion of construction of improvements under this Agreement, the holder of any mortgage, deed of trust or other security interest creating a lien or encumbrance upon the Property or any portion thereof has not exercised the option to construct the applicable portions of the Project, or has exercised the option but has not proceeded diligently and continuously with construction, the Agency may purchase the mortgage, deed of trust or other security interest by payment to the holder of the amount of the unpaid debt, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the holder by the Developer under the loan documents between holder and the Developer. If the ownership of the Property has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: 2. 1. The unpaid mortgage, deed of trust or other security interest debt, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the holder by the Developer under the loan documents between the holder and the Developer, at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings.) All expenses, if any, incurred by the holder with respect to foreclosure. " ( - 22 - (~ r (-- 3. The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent ownership or management of the Property, such as insurance premiums and real estate taxes. 4. The cost of any improvements made by such holder. 5. An amount equivalent to the interest that would have accrued on the aggregate on such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. 6. After expiration of the aforesaid one hundred eighty (180) calendar day period, the holder of any mortgage, deed of trust or other security affected by the option created by this Section, may demand, in writing, that the Agency act pursuant to the option granted hereby. If the Agency fails to exercise the right herein granted within ninety (90) calendar days from the date of such written demand, the Agency shall be conclusively deemed to have waived such right of purchase of the applicable portion of the Property or the mortgage, deed of trust or other security interest. g. In the event of a default or breach by the Developer of a mortgage, deed of trust or other security interest with respect to the Property (or any portion thereof) prior to the issuance of a Certificate of Completion for the applicable portion or portions of the Property, and the holder has not exercised its option to complete the development, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be deemed to have a lien upon the Property (or any portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to mortgages, deeds of trust or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Property as authorized herein. Section 3.05. Riaht of the Aaencv to Satisfv Other Liens on the ProDertv after Convevance of Title. After the conveyance of title to the Property by the Agency to the Developer and prior to the recordation of the Certificate of Completion (referred to in Section 3.06 of this Agreement), and after the Developer has had a reasonable time to challenge, cure or satisfy any unauthorized liens or encumbrances on the Property, the Agency shall after sixty (60) calendar days prior written notice to the Developer have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or .ake provisions for the payment of any tax, assessment, lien or - 23 - f'. ( r-: , charge so long as the Developer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Property, or any portion thereof, to forfeiture or sale. Section 3.06. Certificate of ComDletion. a. Following the written request therefor by the Developer and the completion of construction and development of the improvements, excluding any normal and customary tenant improvements and minor building "punch-list" items, to be completed by the Developer upon the Property, the Agency shall furnish the Developer with a Certificate of Completion for the Property, substantially in the form of Exhibit "F" attached hereto. Notwithstanding any provision set forth herein to the contrary, the completion of construction and development of improvements on the Property shall be deemed to include the completion of construction and development of any and all buildings on said Property and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on said Property. b. The Agency shall not unreasonably withhold the issuance of such Certificate of Completion. The Certificate of Completion shall be, and shall so state, that it is a conclusive determination of satisfactory completion of all of the obligations of this Agreement with respect to the development of the Property. After the recordation of the Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the grant deed, lease or other instz,xment of transfer which qrant deed, lease or other instrument of transfer shall include the provisions of Section 4.01 through 4.05, inclusive, of this Aqreement. c. The Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office of the County where the Property is located. d. If the Agency refuses or fails to furnish a Certificate of Completion for the Property after written request from the Developer, the Agency shall, within fifteen (15) calendar days of the written request or within three (3) calendar days after the next reqular meeting of the Agency, whichever date occurs later, provide to the Developer a written statement setting forth the reasons with respect to the Agency's refusal or failure to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building - 24 - ( c. ( "punch-list" items, the Agency will issue its Certificate of Completion upon the posting of a bond or irrevocable letter of credit, reasonably approved as to form and substance by the Agency Counsel and obtained by the Developer in an amount representing a fair value of the work not yet completed as reasonably determined by the Agency. If the Agency shall have failed to provide such written statement within the foregoing period, the Developer shall be deemed conclusively and without further action of the Agency to have satisfied the requirements of this Agreement with respect to the applicable portion of the Property as if a Certificate of Completion had been issued therefor. e. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements described herein, or any part thereof. Such Certificate of Completion shall not be deemed to constitute a notice of completion as referred to in Section 3093 of the California Civil Code, nor shall it act to terminate the continuing covenants or conditions subsequent contained in the Grant Deed attached hereto as Exhibit "0". - 25 - (- . ARTICLE IV USE OF THE SITE Section 4. 01. ~. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that during construction of the development of the Property hereunder and for the period specified in Section 4.06 thereafter the Developer, such successors and such assigns shall devote the Property (or any part thereof) to the use as a single room occupancy facility. It is understood and agreed by the Developer that neither the Developer, nor its assigns or successors in interest to the Property or this Agreement, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Property or any portion thereof to any entity or party, or for any use of the Property, that is partially or wholly exempt from the payment of real property taxes pertinent to the Property, or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. r' Section 4.02. Maintenance of the ProDertv. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that the Developer, such successors and such assigns shall maintain in good condition the improvements on the Property, shall keep the Property free from any accumulation of debris or waste material, subject to normal construction job-site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping required to be planted in accordance with the Scope of Development. In the event the Developer, or its successors or assigns, fails to perform the maintenance as required herein, the Agency and/or the City shall have the right, but not the Obligation, to enter the Property and undertake, such maintenance activities. In such event, the Developer shall reimburse the Agency and/or City for all reasonable sums incurred by it for such maintenance activities. Section 4.03. Obliaation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property; nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the Property. {., .: - 26 - ",-" I, r' . f (I Section 4.04. Form of Nondiscrimination and Nonseareaation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any part thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. - 27 - (-- /..- ! Section 4.05. Affordabilitv Covenants. The Developer covenants and agrees for itself, its successors, its assiqns, and every SUccessor in interest to the Property or any part thereof, that for a period of the earlier of (i) fifteen (15) years commencinq on the date of the Certificate of Completion, or (if) until all of the sums advanced by the Aqency from its Low- and Moderate-Income Housinq Fund with respect to the Project or this Aqreement, includinq without limitation, the Purchase Price, the Demolition Cost, the Fee Contribution, the Revenue Contribution, and interest on the aqgreqate thereof at seven percent (7t) simple interest per annum, have been repaid in full to the Aqency's Low- and Moderate-Income Housinq Fund, not less than fifteen percent (1st) of the total number of rental units in the Inn (roundinq partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an incoae not in excess of fifty percent (Sot) of the area median income, adjusted for family size, and revised annually. Additionally, not less than fifteen percent (1St) of the total number of rental units in the Inn (roundinq partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an income not in excess of sixty percent (60t) of the area median income, adjusted for family size, and revised annually. All of the units available under the terms of this section shall be referred to herein as the "Reserved Units". The Developer further covenants that the monthly rent, includinq utilities but excludinq cable television and telephone service, to be charqed on any qiven Reserved Unit will not exceed thirty percent (30t) of one-twelfth (1/12th) of either sot or 60t, as applicable, of the area annual median income, adjusted for family size, and revised annually. The Developer further covenants and warrants as follows: a. The Property is beinq utilized for the purposes of providinq residential rental housinq, and the Project is to be owned, manaqed and operated as a sinqle room occupancy facility project for a period of not less than fifteen (15) years, commencinq on the date of the Certificate of Coapletion; b. Each residential unit in the Inn will be rented or available for rental on a continuous basis; c. quality and available; The Reserved Units will be of the same construction, amenities as equivalent units which are not so d. All of the residential units in the Inn will be available for rental on a continuous basis to members of the qeneral public with the Reserved Units to be available for lease to very low income residents as hereinabove provided and the Developer will not qive preference to any particular class or group in rentinq the dwellinq units in the Inn; - 28 - e. Residents of the Reserved Units will have equal fh access to and enjoyment of all common facilities of the Inn; f. The Developer will provide annual certifications to the Agency certifying as to compliance with the provisions of this Section 4.05 and shall additionally notify the Agency wi thin thirty (30) days after the announcement of any and all increases in the rents to be charged for any of the units comprising the Inn; g. The Reserved Units shall at all times be available to very low and to low income persons and shall be rented and occupied or be available for occupancy by such low and very low income persons. For the purposes of satisfying the requirement that the required percentages of the residential units be occupied by very low and low income persons, no such person shall be denied continued occupancy because, after admission to the unit, the person's income exceeds the applicable income level. Any increase in the rent per unit which is occupied by a tenant who previously qualified as a low or very low income tenant, but no longer qualifies as such, shall not be considered a denial of continued occupancy of such a unit. The Developer may increase the monthly rental on the Reserved Units consistent with the publication of KUD's established low income rental rate schedules based on area median income. r h. The Developer agrees to obtain and maintain a file on each low and very low income person who qualifies for occupancy of a reserved unit, with data contained in said file sufficient to enable the Agency to determine that the Developer has been in compliance with the covenants contained herein; i. The Developer covenants to use a form of rental agreement in renting any Reserved Unit which shall provide for termination of the tenancy and consent by the tenant to immediate eviction for failure to qualify as a low or very low income person as a result of any material misrepresentation made by such person with respect to his or her income and income verification. All of the foregoing covenants shall run with the land until the earlier of (i) fifteen (15) years commencing on the date of the Certificate of Completion, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate-Income Housing Fund with respect to the Project or this Agreement, including without limitation, the Purchase Price, the Demolition Cost, the Fee Contribution, the Revenue Contribution, and interest on the aggregate thereof at seven percent (7%) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund. The Developer further covenants and warrants that the Developer shall develop improvements on the Property in accordance with the Scope of Development. Participant covenants to develop (~'\ and operate the Property (or cause it to be operated) in conformity { , - 29 - ,.." r (, with all applicable laws. The foregoing covenants shall run with the land. Section 4.06. Effect and Duration of Covenants. The covenants established against discrimination shall remain in effect in perpetuity. The covenants respecting uses of the Property shall reaain in effect for a period of fifteen (15) years from the date of execution of this Agreement, shall run with the land and shall constitute equitable servitudes thereon, and shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City. The Agency is deemed the beneficiary of the terms an provisions of this Agreement and of the covenants running with the land for and in its own rights and for the purposes of protecting the interests of the community. The Agency shall have the right, if such covenants are breached, to exercise all rights and remedies and to maintain- any actions or suits at law or in equity or such other proper proceedings to enforce the curing of such breaches to which it or any other beneficiary of such covenants may be entitled, including without limitation, to specific performance, damages and injunctive relief. The Agency shall have the right to assign all of its rights and benefits hereunder to the city. - 30 - ARTICLE V (~ , DEFAULTS. REMEDIES AND TERMINATION Section 5.01. Defaults - General. a. Subject to the extensions of time set forth in Section 6.05 hereof, failure or delay by either party to perform any material term or provision of this Agreement shall constitute an "Event of Default" under this Agreement; provided, however, that if a party otherwise in default commences to cure, correct or remedy such default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such party shall not be deemed to be in default hereunder. r b. The injured party shall give written notice of default to the party in default, specifying the Event of Default complained of by the nondefaulting party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. c. Any failure or delays by either party in asserting any of its rights and remedies as to any Event of Default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Section 5.02. Leqal Actions. a. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any Event of Default, to recover damages for any Event of Default, or to obtain any other remedy consistent with the purposes of this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Bernardino, state of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. b. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. {; c. In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Chairman or the Agency, or in such other manner as may be provided by law. - 31 - d. In the event that any legal action is commenced by r . the Agency against the Developer, service of process on the ( Developer shall be made by personal service on any general partner or in such other manner as may be provided by law, and shall be valid whether,made within or without the state of California. ,- ( Section 5.03. Riahts and Remedies are CUmulative. Except with respect to any rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Event of Default or any other Event of Default by the other party. Section 5.04. Damaaes. If either party defaults with regard to any provision of this Agreement, the nondefaulting party shall serve written notice of such Event of Default upon the defaulting party. If the defaulting party does not diligently commence to cure such Event of Default within thirty (30) calendar days after service of the notice of default and promptly complete the cure of such Event of Default within a reasonable time, not to exceed ninety (gO) calendar days (or such shorter period as may otherwise be specified in this Agreement for any specific Event of Default), after the service of written notice of such Event of Default, the defaulting party shall be liable to the other party for damages caused by such Event of Default. Section 5.05. SDecific Performance. If either party defaults under any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such Event of Default upon such defaulting party. If the defaulting party does not commence to cure the Event of Default and diligently and continuously proceed with such cure within thirty (30) calendar days after service of the notice of default, and such Event of Default is not cured within a reasonable time thereafter (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), the nondefaulting party, at its option, may institute an action for specific performance of the terms of this Agreement, except as otherwise provided in Section 5.04 hereof. Section 5.06. Riahts and Remedies of Termination. a. Termination bv the DeveloDer. The Developer may terminate this Agreement if the Agency does not tender conveyance of title to and possession of the Property to the Developer in the manner and condition and by the date provided in this Agreement (or any and all extensions thereof as authorized by this Agreement), and if any such failure is not cured within thirty (30) calendar days after written demand therefor submitted by the Developer to the Agency, provided that such failure does arise as a result of any act or omission to act - 32 - on the part of the Developer. Such written demand shall specify ,'0 the Agency's default and the action required to cure same. b. Termination bv the Aaencv. r. 3. ( 1. Notwithstanding any provision set forth in this Agreement to the contrary, upon written notice of default which shall specify the Developer's default and the action required to cure same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Agreement pursuant to this Section, the Agency at its option may terminate this Agreement if following satisfaction of all conditions precedent for conveyance of the Property by the Agency to the Developer and at the time the Developer is required to accept conveyance of title to the Property the Developer does not in fact accept such conveyance on the terms and conditions of this Agreement. 2. Subject to written notice of default which shall specify the Developer's default and the action required to cure same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Agreement pursuant to this Section, the Agency at its option may terminate this Agreement if the Developer in breach of this Agreement assigns or attempts to assign this Agreement, or any right therein, or attempts to make any total or partial sale, lease or leaseback, transfer or conveyance of the whole or any part of the Property or the improvements to be developed thereon in violation of the terms of this Agreement, and the Developer does not correct such violation within thirty (30) calendar days from the date of receipt of such notice. Subject to written notice of default, which shall specify the Developer's default and the action required to cure same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Agreement pursuant to this Section, the Agency at its option may terminate this Agreement if the Developer: (a) does not within the time limits set forth in this Agreement or as specifically provided in the Schedule of Performance, subject to extensions authorized by this Agreement due to force majeure or otherwise, submit development plans, construction drawings and related documents acceptable to the Planning Department and Building Division of the city for plan check purposes and in order to obtain building permits for the Project, together with applicable fees therefor, subject to Section 2.03, all - 33 - r ,. 4. prepared to the minimum acceptable standards as required by the Planning Department and Building Division of the city for commencement of formal review of such documents and as required by this Agreement, or (b) does not carry out its other responsibilities under this Agreement or in accordance with any modification or variance, precise plan, design review and other environmental or governmental approvals and such default is not cured or the Developer does not commence and diligently and continuously proceed with such cure within thirty (30) calendar days after the date of receipt of written demand therefor from the Agency. Subject to written notice of default which shall specify the Developer's default and the action required to cure same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Agreement pursuant to this Section, the Agency at its option may terminate this Agreement if upon satisfaction of all conditions precedent and concurrent therefor under this Agreement, the Developer does not take title to the Property under tender of conveyance by the Agency, and such breach is not cured within thirty (30) calendar days after the date of receipt by the Developer of written demand therefor from the Agency. Revest. Section 5.07. Riqht to Reenter. ReDossess. Terminate and a. The Agency shall, upon thirty (30) calendar days notice to the Developer which notice shall specify this Section, have the right, at its option, to re-enter and take possession of all or any portion of the Property, together with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer hereunder, if after conveyance of title, but prior to the issuance of the Certificate of Completion, the Developer (or its successors in interest) shall: 1. Fail to commence construction of all or any portion of the improvements as required by this Agreement for a period of ninety (90) calendar days after written notice to proceed from the Agency; provided that the Developer shall not have obtained an extension or postponement to which the Developer may be entitled pursuant to Section 6.05 hereof; or 2. (" Abandon or substantially suspend construction of all or any portion of the improvements for a period of ninety (90) calendar days after written notice of such abandonment or suspension from the Agency; provided that the Developer shall not have obtained - 34 - f': an extension or postponement to which the Developer may be entitled to pursuant to Section 6.05 hereof; or Assign or attempt to assign this Agreement, or any rights herein, or transfer, or suffer any involuntary transfer, of the Property or any part thereof, in violation of this Agreement, and such violation shall not have been cured within thirty (30) calendar days after the date of receipt of written notice thereof from the Agency to the Developer. b. The thirty (30) calendar day written notice specified in this Section shall specify that the Agency proposes to take action pursuant to this Section and shall specify which of the Developer's obligations set forth in Subsections (1) through (3) herein have been breached. The Agency shall proceed with its remedy set forth herein only in the event that the Developer continues in default of said obligation(s) for a period of thirty (30) calendar days following such notice or, upon commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion. 3. r', c. The right of the Agency to reenter, repossess, terminate, and revest shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security interest permitted by this Agreement; 2. Any rights or interests provided in this for the protection of the holders mortgages, deeds of trust or other interests; Agreement of such security 3. Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents applicable to the Property. d. The grant deed or ground lease to any portion of the Property conveyed or leased by the Developer to another party shall contain appropriate references and provisions to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of such parcel, or any part thereof, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. e. Upon the revesting in the Agency of title to the Property, or any part thereof, as provided in this Section, the Agency shall, pursuant to its responsibilities under State law, use ('i its best efforts to resell the Property, or any part thereof, at ) fair market value as soon and in such manner as the Agency shall - 35 - find feasible and consistent with the objectives of such law, to a qualified and responsible party or parties (as determined by the Agency) who will assUllle the obligations of making or completing the improvements, or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for the Property, or any part thereof. Upon such resale of the Property, or any part thereof, the proceeds thereof shall be applied: (" r" 1. First, to make any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Property, or part thereof; next to reimburse the Agency on its own behalf or on behalf of the City for all actual costs and expenses incurred by the Agency and the city, including but not limited to customary and reasonable fees or salaries to third party personnel engaged in such action (but excluding the Agency's or the City's general overhead expense), in connection with the recapture, management and resale of the Property or part thereof; all taxes, assessments and water and sewer charges paid by the City and/or the Agency with respect to the Property or part thereof; any amounts otherwise owing to the Agency by the Developer and its successor transferee; and 2. Second, to the extent that any and all funds which are proceeds from such resale are thereafter available, to reimburse the Developer, or its successor transferee, up to the amount equal to the SUIII of the costs incurred for the development of the Property, or applicable part thereof, or for the construction of the improvements thereon inClUding, but not limited to, costs of carry , taxes and items set forth in the Developer's cost statement which shall be submitted to and approved by the Agency. 3. (') Any balance application of Agency. remaining after the foregoing proceeds shall be retained by the - 36 - r: ARTICLE VI GENERAL PROVISIONS Section 6.0l. Between the Parties. a. Any and all notices, demands or communications submitted by any party to another party pursuant to or as required by this Agreement shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States mail, postage prepaid, return receipt requested, to the principal office of the Agency and the Developer, as applicable, as designated in Section 1.03(a) and Section 1.03(b) hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate as provided in this Section. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by 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. Notices. Demands and Communications r. b. In addition to the submission of notices, demands or communications to the parties as set forth above, copies of all notices to any party shall also be sent to: If to the Developer: Main Street Inn c/o Larcon Development Inc. 330 North "D" Street, Suite 110 San Bernardino, CA 92401 Attn: B. Gilbert Lara, Jr. If the Agency: Sabo & Green, A Professional Corporation 6320 Canoga Avenue, Suite 400 Woodland Hills, CA 91367 Section 6.02. Conflict of Interest. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Agreement and the development of the Property 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. (0, .' Section 6.03. Warrantv Aaainst PaYment of Consideration for Aareement. The Developer warrants that it has not paid or given, and will not payor give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer. - 37 - ,.' , r f) Section 6.04. Nonliabil i tv of Aaencv Off icials and EmDlovees. No member, official or employee of the Agency shall be personally liable to the Developer, 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 Developer or to its successor, or on any obligations under the terms of this Agreement, except for gross negligence or willful acts of such member, officer or employee. Section 6.05. Enforced Delav: Extension of Time of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of public enemy; epidemics; quarantine restrictions; freight embargoes or lack of transportation; weather- caused delays; inability to secure necessary labor, materials or tools; delays of any contractors, subcontractor or supplier; acts of the other party other than as permitted or required by the terms of this Agreement; acts or failure to act of any public or governmental agency or entity other than as permitted or required by the terms of this Agreement (except that action or failure to act by the City or the Agency shall not extend the time for the Agency to act unless such action or failure to act is the result of a lawsuit or injunction including by way of illustration, but not limited to, lawsuits pertaining to the adoption of the Agreement, the EIR and any other environmental documentation and procedures, eminent domain, and the like) or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Any extension of time for any such cause hereunder shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if ,notice by the party claiming such extension is sent to the other party within thirty (30) calendar days of the commencement of the cause. Times of performance under this Agreement may also be extended by mutual agreement in writing by and between the Agency and the Developer. Section 6.06. InsDection of Books and Records. The Agency shall have the right at all reasonable times at the Agency's cost and expense to inspect the books and records of the Developer pertaining to the Project as necessary for the Agency, in its reasonable discretion, to enforce its rights under this Agreement. Matters discovered by the Agency shall not be disclosed to third parties unless required by law or unless otherwise resulting from or related to the pursuit of any remedies or the assertion of any rights of the Agency hereunder. Section 6.07. ADDrovals. a. Approvals required of the Agency or the Developer, or any officers, agents or employees of either the Agency or the Developer, shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in the - 38 - Schedule of Performance or, if no time is given, within a r-. reasonable time. b. The Executive Director of the Agency is authorized to sign on his own authority amendments to this Agreement which are of routine or technical nature, including minor adjustments to the Schedule of Performance. Section 6.08. Real Estate Commissions. The Agency shall not be liable for any real estate commissions, brokerage fees or finder fees which may arise from or related to this Agreement. Section 6.09. Indemnification. The Developer agrees to indemnify and hold the City and the Agency, and their officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any act or omission of the Developer in performing its obligations hereunder. The Agency agrees to indemnify and hold the Developer and its officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any act or omission of the Agency in performing its obligations hereunder. r Section 6.10. Release of DeveloDer from Liabilitv. Notwithstanding any provision herein to the contrary, the Developer shall be relieved of any and all liability for the obligations of the Developer hereunder with regard to the Property when a Certificate of Completion has been issued by the Agency hereunder, other than any covenants and obligations provided under the terms hereof or by the grant deed by which the Property is conveyed to the Developer hereunder. Section 6.11. Attornevs' Fees. If either party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Escrow Agent, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit and not as damages, its reasonable attorneys' fees as fixed by the Court hereof, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. . Section 6.12. Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. (..." } - 39 - ,--, I " ARTICLE VII ENTIRE AGREEMENT. WAIVERS AND AMENDMENT section 7.01. Entire Aareement. a. This Agreement shall be executed in six (6) duplicate originals each of which is deemed to be an original. This Agreement includes forty-five (45) pages and eight (8) attachments, which constitute the entire understanding and Agreement of the parties. b. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Property and the development thereof. c. None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the grant deed conveying title to the Property, and this Agreement shall continue in full force and effect before and after such conveyance until issuance of the Certificate of Completion for the Property. I~ d. All waivers of the provisions of this Agreement and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. F ' .:' - 40 - r-- r",. /'~- c ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY AND RECORDATION Section 8.01. Execution and Recordation. a. Following its execution by the Developer and prompt delivery thereafter to the Agency, this Agreement must be approved, executed and delivered by the Agency to the Developer within forty- five (45) calendar days after the date of signature by the Developer. In the event that the Agency has not approved, executed and delivered the Agreement to the Developer within the foregoing period, then this Agreement shall be deemed to be of no further force or effect unless the time for such approval, execution and delivery is extended by written notice from the Developer to the Agency. The date of this Agreement shall be the date when the Agreement shall have been approved by the Agency. b. The Developer and the Agency agree to permit recordation of this Agreement or any portion thereof against the Property in the Office of the County Recorder for the County where the Property is located. ;~' - 41 - IN WITNESS WHEREOF, the parties hereto have duly executed (r_ this Agreement as of the dates set forth below. (: (' REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Date: By: Chairman (SEAL) By: Secretary APPROVED AS TO FORM: SABO & GREEN, A Professional Corporation By: Special Agency Counsel Date: MAIN STREET INN, a California Limited Partnership By: Larcon Development Inc. General Partner By: B. Gilbert Lara, Jr. President (All Signatures Must Be Notarized) SBI!O\IlOOIII>OC\S42 112I'12440 - 42 - r: /', t '\ ; ~ STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the Chairman and Secretary, respectively, of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument'was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: - 43 - ..-' i ," (; STATE OF CALIFORNIA ) ) SS ) COUNTY OF LOS ANGELES On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the the person who executed the within instrument on behalf of Sabo , Green, a Professional Corporation, and acknowledqed to me that he executed said instrument. WITNESS my hand and official seal. Signature: - 44 - ('" r,,: (-- STATE OF CALIFORNIA COUNTY OF ) ) ss ) On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared 8. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of Larcon Development Inc., the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. Signature: - 45 - (- EXHIBIT "A" LEGAL DESCRIPTION r ,. Exhibit "A" - Page 1 ~, ( EXHIBIT "B" SCOPE OF DEVELOPMENT r. The Property shall be developed as a four-story single room occupancy facility (the "Inn") with two hundred sixty-four (264) individual rooms and a basement parking garage with thirty- nine (39) parking spaces, in accordance with the concepts contained in Exhibit "H" to this Agreement and shall meet or exceed the City's SRO ordinance requirements. The Property shall be developed in accordance with this Agreement, but subject to the requirements of the zoning ordinance of the City and any variances or modifications therefrom as approved by the city. The Developer shall cause the design and construction of the Property in accordance with the Schedule of Performance (Exhibit "E") and this Agreement as follows: The development shall be constructed of quality materials, to City Code, and shall be unified in architectural theme and treatment throughout the Property insofar as reasonable and practicable. All improvements to be constructed by the Developer shall be constructed or installed in accordance with the technical specifications, standards and practices of the City and in accordance with plans and specifications approved by the city. The Developer shall cause the proper documents to be filed and fees paid, subject to the Agency Obligations, to all governmental or regulatory agencies, including utilities, for applications for all required permits and approvals. The Developer shall at its cost and expense, subject to Section 2.03 of the Agreement, be responsible for the design and construction of off-site improvements, if any, in accordance with any and all standards and requirements of the city, utilities, or other governmental authorities. The Project shall include on-site parking in accordance with applicable City regulations or approved variations thereof. The Developer shall design all structures, landsc~ping and parking areas to achieve a high degree of attractiveness and compatibility with the Property and area in which the Property is located. Exhibit "B" - Page 1 i" (, (" The Developer, prior to Close of Escrow and at its cost and expense subject to the Agency's contribution as provided in Section 2.03 of the Agreement, shall undertake and complete any and all soils, utility and drainage studies, plans and reports pertinent to the development of the Property and shall provide a copy of said studies and reports to the Agency. Exhibit "B" - Page 2 i- r fe'- EXHIBIT "C" DEED OF TRUST WITH ASSIGNMENT OF RENTS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) ) ) ) ) ) (Space Above for Recorder's Use) DEED OF TRUST WITH ASSIGNMENT OF RENTS Deed of trust made on , 1992, by MAIN STREET INN, a California Limited Partnership, hereinafter called "Trustor," whose address is 330 North "D" Street , Suite 110, San Bernardino, California 92401 to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, hereinafter referred to as "Trustee", whose business address is 323 West Court st., San Bernardino, California 92401, in favor of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, hereinafter referred to as "Beneficiary", whose business address is 201 North "E" Street, Third Floor, San Bernardino, California 92401. Trustor irrevocably grants, transfers, and assigns to Trustee in trust, with power of sale, all that property, including all easements and rights of way used in connection therewith or as a .eans of access thereto, in the City of San Bernardino, County of San Bernardino, State of California, described as follows: That certain property located in the Ci ty of San Bernardino, County of San Bernardino, State of California, more particularly described in the attached Exhibit "A" which is incorporated herein by reference (the "Property"), toqether with the rents, issues and profits thereof, subject however to the right reserved by Trustor in Paraqraph B-16 hereof to collect and apply such rents, issues and profits, prior to any default hereunder. This Deed of Trust is given pursuant to the terms of that certain Disposition and Development Agreement By and Between the Redevelopment Agency of the City of San Bernardino and Main Street Inn, a California Limited PartnerShip, dated , 1992 (the "Agreement"), the terms of which are incorporated herein by reference. This Deed of Trust is for the purpose of securing: (i) the Agency Interest, as defined in Section 2.04 of the Aqreement, (ii) the covenants and restrictions contained in ArtiCle IV of the Agreement and in the Grant Deed by which Beneficiary conveyed the Property to Trustor (the "Grant Deed"), and (iii) all other promises, covenants and obligations of the Trustor to the Beneficiary or Beneficiary's successor-in-interest contained in the Agreement, the Grant Deed, this Deed of Trust or any other instrument or writing executed by Trustor in connection with the Aqreement. I Exhibit "C" - Page 1 ,,'-0' , /' ,"\ ; , A. To protect the security of this Deed of Trust, Trustor agrees: 1. To maintain the property in good condition and repair; not to remove or demolish any building or improvement thereon after the issuance of the Certificate of Completion as provided in Section 3.06 of the Agreement; to complete promptly in workmanlike manner any improvement hereafter constructed thereon and to restore promptly in workmanlike manner any improvement thereon that is damaged or destroyed, and to pay when due all costs incurred therefor or in connection therewith; to comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the property; not to commit or permit any waste thereof or any act upon the property in violation of law or of covenants, conditions or restrictions affecting the property. 2. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and also, if at any time Beneficiary or Trustee is a party to or appears in any such action or proceeding, or in any action or proceeding to enforce any obligation hereby secured, to pay all cost and expenses paid or incurred by them or either of them in connection therewith, including, but not limited to, cost of evidence of title and attorneys' fees in a reasonable SUla. 3. To pay (a) before delinquency, all taxes and assessments affecting the property, all assessment upon water company stock, and all rents, assessments and charges for water appurtenant to or used in connection with the property; (b) when due, all encumbrances, charges and liens, with interest, on the property or any part thereof, which appear to be prior or superior hereto; and (c) all costs, fees and expenses of this trust. 4. If Trustor fails to make any payment or to do any act as herein provided, then Beneficiary or Trustee (but without obligation so to do, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation hereof) may (a) make or do the same in such manner and to such extent as either deems necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the property for such purpose; (b) appear in or commence any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest, or compromise any encumbrance, charge or lien that, in the judgment of either, appears to be superior hereto; and in exercising any such power, Beneficiary or Trustee may incur necessary expenses, including reasonable attorneys' fees. 5. To pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of expenditure at seven percent (7%) per annum. B. It is mutually agreed that: Exhibit "e" - Page 2 f"" 1. Any award of damages made in connection with the condemnation for pUblic use of or injury to the property or any part thereof is hereby assigned and shall be paid to Beneficiary, who may apply or release such moneys received therefor upon any indebtedness secured hereby in such order as Beneficiary determines, or at the option of Beneficiary the entire amount so received or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 2. The acceptance by Beneficiary of any payment less than the amount then due shall be deemed an acceptance on account only and shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due or of Beneficiary's right either to require prompt payment of all sums then due or to declare default. The acceptance of payment of any sum secured hereby after its due date will not waive the right of Beneficiary either to require proapt payment when due of all other sums so secured or to declare default for failure so to pay. No waiver of any default shall be a waiver of any preceding or succeeding default of any kind. 3. At any time or from time to time, without liability therefor and with or without notice, upon written request of Beneficiary and presentation of this deed and the secured note for endorsement, and without effecting the personal liability of any person for payment of the indebtedness secured hereby or the effect i" of this deed upon the remainder of the property, Trustee may reconvey any part of the property, consent to the making of any map or plat thereof, join in granting any easement or join in any extension agreement or any agreement SUbordinating the lien or charge thereof. 4. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all of the Agency I s Interest as defined in Section 2.04 of the Agreement has been provided to the Agency, together with surrender of this deed to Trustee for cancellation and retention, and payment of its fees, Trustee shall reconvey, without warranty the property then held hereunder. The recitals in such reconveyance shall be conclusive proof of the truthfulness thereof. The grantee may be designated in such reconveyance as "the person or persons legally entitled thereto." f 5. Trustor may give such notice to Beneficiary at any time before there is a Trustee' s sale of the property. At any time Trustor is in default in payments to be made to Beneficiary hereunder, any amounts paid to and received by Beneficiary for execution of releases pursuant to the terms of this paragraph after notice of default and election to sell has been recorded shall not, unless the requirements of Section 2924c of the civil Code are fully met by or on behalf of Trustor, waive the right of Beneficiary to continue its plans to have the property sold, nor shall they have any effect On the exercise by Beneficiary of the acceleration privilege contained herein, except to entitle the Exhibit "C" - Page 3 (- , r. (-"} person effecting such payment to the release of the property for which the release amount was paid, and insofar as Beneficiary is concerned, to constitute a credit against the secured debt. Beneficiary acknowledges that the ability of Trustor to procure releases promptly is of the utmost importance. Therefore, Beneficiary will at all times maintain at its principal place of business a person who is authorized to execute such releases on behalf of Beneficiary, and such releases will be executed and delivered, when sought in compliance with the provisions contained herein, not later than ten (10) days after written demand for such release has been made on Beneficiary. 6. If Trustor or any subsequent owner of the property covered hereby shall occupy the property, or any part thereof, after any default in payment of any amount secured by this deed of trust, Trustor or such owner shall pay to Beneficiary in advance on the first day of each month a reasonable rental for the premises so occupied. On failure to pay such reasonable rental, Trustor or such owner may be removed from the premises by summary dispossession proceedings or by any other appropriate action of proceeding. 7. If default is made in payment of any indebtedness or in performance of any agreement hereby secured, then Beneficiary, with or without notice to Trustor, may declare all sums secured hereby immediately due and payable by instituting suit for the recovery thereof or for the foreclosure of this deed, or by delivering to Trustee a written declaration of default and demand for sale, as well as a written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be filed for record. If such declaration is delivered to Trustee, Beneficiary shall also deposit with Trustee this deed and all documents evidencing expenditures secured hereby. 8. Should Trustor, without the consent in writing of Beneficiary, voluntarily sell, transfer or convey his interest in the property or any part thereof, or if by operation of law, it be sold, transferred or conveyed, then Beneficiary may, at its option, declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions. 9. After the time then required by law has elapsed after recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, with or without demand on Trustor, shall sell the property at the time and place fixed in the notice of sale, either as a whole or in separate parcels and in such order as Trustee determines, at pUblic auction, to the highest bidder, for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone from time to time sale of all or any portion of the property by public announcement at the time and place of sale originally fixed or at Exhibit "C" - Page 4 (', the last preceding postponed time. Trustee shall deliver to the purchaser its deed conveying the property sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor, Trustee, Beneficiary or any other person may purchase at the sale. 10. After deducting all costs, fees and expenses of Trustee and of this trust, including cost of evidence of title and reasonable attorneys' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of (a) all sums expended under the terms hereof and not theretofore repaid, so as to make Beneficiary whole as provided in the Agreement, with accrued interest at seven percent (7\) per annum, and (b) all other sums then secured hereby in such order as Beneficiary, in the exercise of its sole discretion, directs. The remainder, if any, shall be paid to the person or persons legally entitled thereto. 11. Before Trustee's sale, Beneficiary may rescind such notices of default and of election to cause the property to be sold by delivering to Trustee a written notice of rescission, which notice, when recorded, shall cancel any prior declaration of default, demand for sale and acceleration of maturity. The exercise of such a right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to deliver to Trustee other declarations of default and demands for sale or notices of default r and of election to cause the property to be sold, or otherwise affect any provision of the secured note or of this deed or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder. 12. Beneficiary may, from time to time as provided by statute, or by a writing signed and acknowledged by him and recorded in the office of the county recorder of the county in which the land or such party thereof as is then affected by this deed of trust is situated, appoint another trustee in stead and of Trustee herein named; and thereupon, the Trustee herein named shall be discharged, and the trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein. 13. If two or more persons are designated as Trustee herein, any or all powers granted herein to Trustee may be exercised by any of such persons if the other person or persons is unable, for any reason, to act. Any recital of such inability in any instrument executed by any of such persons shall be conclusive against Trustor, his heirs and assigns. (-; 14. All leases nor or hereafter affecting the property are hereby assigned and transferred to Beneficiary by Trustor. Trustor hereby covenants that none of such leases will be modified or terminated without the written consent of Beneficiary. Exhibit "e" - Page 5 (\ r / 15. When requested to do so, Trustor shall qive such further written assiqnments ot rents, royalties, issues and profits; ot all security tor the performance ot leases; and ot all money payable under any option to purchase, and shall qive executed oriqinals of all leases, now or hereafter on or affectinq the property. 16. Trustor reserves the riqht, prior to any default in payment of any indebtedness or performance of any obliqation secured hereby, to collect all such rents, royalties, issues and profits, as but not before they become due. Upon any such default, Trustor's riqht to collect such moneys shall cease, not only as to amounts accruinq thereaft-er, but also as to amounts then accrued and unpaid. In the event of default, Beneficiary, with or without notice and without reqard to the adequacy ot security tor the indebtedness hereby secured, either in person or by aqent, or by a receiver to be appointed by the court, (a) may enter upon and take possession of the property at any time and manaqe and control it in Beneficiary's discretion, and (b) with or without takinq possession, may sue for or otherwise collect the rents, issues and prOfits thereot, whether past due or cominq due thereafter, and apply the same, less costs - and expenses of operation and collection, includinq reasonable attorneys' fees, upon any obliqation secured hereby and in such order as Beneficiary determines. None of the aforesaid acts shall cure or waive any default hereunder or invalidate any act done pursuant to such notice. Beneficiary shall_not be required to act diliqently in the care or manaqement of the property or in collectinq any rents, royalties or other profits that it is hereby authorized to collect, and shall be accountable only for sums actually received. 17. Without affectinq the liability of Trustor or of any other party now or hereafter bound by the terms hereof, from time to time and with or without notice, may release any person now or hereafter liable for performance of such obliqation, and may extend the time for payment or performance, accept additional security, and alter, substitute or release any security. 18. In any action brouqht to foreclose this deed or to enforce any riqht of Beneficiary or of Trustee hereunder, Trustor shall pay to Beneficiary and to Trustee attorneys' fees in a reasonable sum, to be fixed by the court. 19. No remedy hereby qiven to Beneficiary or Trustee is exclusive of any other remedy hereunder or under any present or future law. defense waived, 20. to any to the The pleadinq of any statute of limitations as a and all obliqations secured by this deed is hereby full extent permissible by law. 21. In the event of default in the payment of any indebtedness secured hereby, and if such indebtedness is secured at any time by any other instrument, Beneficiary shall not be Exhibit "e" - paqe 6 obligated to resort to any security in any particular order; and the exercise by Beneficiary of any right or remedy with respect to any security shall not be a waiver of or limitation on the right of Beneficiary to exercise, at any time or from time to time thereafter, any right or remedy with respect to this deed. 22. Trustor shall, upon request made by Beneficiary, furnish the Beneficiary with annual statements covering the operations of the property. .23. Beneficiary may collect a "late charge" not to exceed an amount equal to four percent (4t) per calendar month, or fraction thereof, on the amount past due and reaaining unpaid on any installment that is not paid within ten (10) days from the due date thereof, to cover the extra expense involved in handling delinquent payments. 24. This deed applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, successors in interest, and assigns. The term "Beneficiary" means the owner and holder, including pledgees, of the note secured hereby, whether or not na.ed as Beneficiary herein. In this deed, whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural, and all obligations of each Trustor hereunder are joint and several. r. 25. Trustee accepts this trust when this deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee is a party unless brought by Trustee. r (- ) Trustor requests that a copy of notice of default and of any notice of sale hereunder shall be mailed to him at the address set out opposite his name, immediately below. Exhibit "e" - Page 7 "\ r', . r" } , MAILING ADDRESSES FOR NOTICES: 330 North "0" Street Suite 110 San Bernardino, California 92401 Executed at San Bernardino, California, on the date first above written. MAIN STREET INN, a California Limited Partnership, By: Larcon Development Inc. General Partner By: B. Gilbert Lara, Jr. President Exhibit "C" - Page 8 r r. I . ('; .' STATE OF CALIFORNIA ) ) ss ) COUNTY OF On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of Larcon Development Inc., the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. Signature: Exhibit "cn - Page 9 r EXHIBIT "0" GRANT DEED Recording Requested By: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO After Recordation, Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Third Floor San Bernardino, California 92401 Mail Tax Statements to: MAIN STREET INN, a California Limited Partnership 330 North "0" Street, Suite 110 San Bernardino, California 92401 GRANT DEED r~ For valuable consideration, the receipt of which is hereby acknowledged, THE REDEVELOPMENT AGENCY OF THE CITY OF San Bernardino, a public body, corporate and politic, of the State of California (the "Grantor"), pursuant to and in accordance with the Community Redevelopment Law of the State of California, hereby grants to MAIN STREET INN, a California Limited Partnership, (the "Grantee"), the real property (the "Property") legally described in the document attached hereto, marked Exhibit "A", and incorPOrated herein by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement entered into .between the Grantor and the Grantee, dated , 1992 (herein referred to as the "Agreement"). The provisions of the Agreement are incorporated herein by this reference and shall be deemed to be a part hereof as if set forth at length herein. (" . , 2. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that during construction of the development of the Property hereunder and for the period specified in Section 4.06 thereafter the Grantee, such successors and such assigns shall devote the Property (or any part thereof) to the use as a single room occupancy facility. Exhibit "0" - Page 1 (- I r-' It is understood and agreed by the Grantee that neither the Grantee, nor its assiqns or successors in interest to the Property or this Aqreement, shall use or otherwise sell, transfer, convey, assiqn, lease, leaseback or hypothecate the Property or any portion thereof to any entity or party, or for any use of the Property, that is partially or wholly exempt from the payment of real property taxes pertinent to the Property, or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. 3. The Grantee covenants and aqrees for itself, its successors, its assiqns, and every successor in interest to the Property, or any part thereof, that the Grantee, such successors and such assiqns shall maintain in good condition the improvements on the Property, shall keep the Property free from any accumulation of debris or waste material, subject to normal construction job- site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping required to be planted in accordance with the Scope of Development. In the event the Grantee, or its successors or assiqns, fails to perform the maintenance as required herein, the Agency and/or the City shall have the right, but not the Obligation, to enter the Property and undertake, such maintenance activities. In such event, the Grantee shall reimburse the Agency and/or City for all reasonable sums incurred by it for such maintenance activities. 4. The Grantee covenants and agrees for itself, its successors, its assiqns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or seqregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property; nor shall the Grantee, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the Property. 5. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that the Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any part thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonseqregation clauses: a. In deeds: "The qrantee herein covenants by and for itself, its successors and assigns, and all persons Claiming under or through them, that there shall be no discrimination against or seqregation of, any person or group of persons on account of race, Exhibit "D" - Page 2 color, creed, religion, sex, marital status, national origin, or r-' ancestry in the sale, lease, ,sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." r. I. b. In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons Claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or,vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease,' sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 6. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that for a period of the earlier of (1) fifteen (15) years commencing on the date of the Certificate of Completion as provided in Section 3.06 of the Agreement, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate-Income Housing Fund with respect to the Project or this Agreement, including without limitation, the Purchase Price, the DemOlition Cost, the Fee Contribution, the Revenue Contribution, all as defined in the Agreement, and interest on the aggregate thereof at seven percent (7%) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund, not less than fifteen percent (15%)' of the total number of rental units in the Inn (rounding partial numbers upward to the next whole number) will be devoted to and available for rental to persons with Exhibit "0" - Page 3 (/ an income not in excess of fifty percent (Sot> of the area median income, adjusted for family size, and revised annually, and not less than fifteen percent (1st> of the total number of rental units in the Inn (including partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an income not in excess of sixty percent (60t> of the area median income, adjusted for family size, and revised annually. The total number of units reserved under this Section 6 shall be referred to as the "Reserved Units". The Grantee further covenants that the monthly rent to be charged on any given Reserved Unit will not exceed thirty percent (30t) of one-twelfth (1/12th) of sot or 60t, as applicable, of the area annual median income, adjusted for family size, and revised annually. The Grantee further covenants and warrants as follows: a. The Property is being utilized for the purposes of providing residential rental housing, and the Project is to be owned, managed and operated as a single room occupancy facility project for a period of not less than fifteen (15) years, commencing on the date of the Certificate of Completion; b. Each residential unit in the Inn will be rented or available for rental on a continuous basis; r> c. quality and available; The Reserved Units will be of the same construction, amenities as equivalent units which are not so d. All of the residential units in the Inn will be available for rental on a" continuous basis to members of the general pUblic with the Reserved Units to be available for lease to low and very low income residents as hereinabove provided and the Grantee will not give preference to any particular class or qroup in renting the dwelling units in the Inn; e. Residents of "the Reserved Units will have equal access to and enjoyment of all common facilities of the Inn; f. The Grantee will provide annual certifications to the Agency certifying as to compliance with the provisions of this Section 4.05 and shall additionally notify the Agency within thirty (30) days after the announcement of any and all increases in the rents to be charged for any of the units comprising the Inn; g. The Reserved Units shall at all times be available to low and very low income" persons and shall be rented and occupied or be available for occupancy by such low and very low income persons. For the purposes of satisfying the requirement that the required percentages of the residential units be occupied by low (r, and very low income persons, no such person shall be denied , continued occupancy because, after admission to the unit, the Exhibit "D" ~ Page 4 r', person's income exceeds the applicable income level. Any increase in the rent per unit which is occupied by a tenant who previously qualified as a low or very low income tenant, but no longer qualifies as such, shall not be considered a denial of continued occupancy of such a unit; h. The Grantee aqrees to obtain and maintain a file on each low and very low income person who qualifies for occupancy of a reserved unit, with data contained in said file sufficient to enable the Agency to determine that the Grantee has been in compliance with the covenants contained herein; i. The Grantee covenants to use a form of rental aqreement in renting any Reserved Unit which shall provide for termination of the tenancy and consent by the tenant to immediate eviction for failure to qualify as a low or very low income person as a result of any material misrepresentation made by such person with respect to his or her income and income verification. ("': All of the foregoing covenants shall run with the land until the earlier of (i) fifteen (15) years commencing on the date of the Certificate of Completion, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate-Income Housing Fund with respect to the Project or this Aqreement, including without limitation, the Purchase Price, the Demolition Cost, the Fee Contribution, the Revenue Contribution, all as defined in the Aqreement, and interest on the agqregate thereof at seven percent (7\) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund. The Grantee further covenants and warrants that the Grantee shall develop improvements on the Property in accordance with the Scope of Development and Exhibit "H". The Grantee covenants to develop and operate the Property (or cause it to be operated) in conformity with all applicable laws. The foregoing covenants shall run with the land. 7. The covenants established against discrimination shall remain in effect in perpetuity. The covenants respecting uses of the Property shall remain in effect for a period of fifteen (15) years from the date of execution of this Aqreement, shall run with the land and shall constitute equitable servitudes thereon, and shall, without regard to technical classification and desiqnation, be binding for the benefit and in favor of the Agency, its successors and assigns, the city. ( '\ ; The Grantor is deemed the beneficiary of the terms an provisions of this Aqreement and of the covenants running with the land for and in its own rights and for the purposes of protecting the interests of the community. The Grantor shall have the right, if such covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or such other proper proceedings to enforc~thecuring of such breaches to which it or any other beneficiary of such covenants may be Exhibit "D" - Page 5 r ("-., entitled, including without limitation, to specific performance, damages and injunctive relief. The Grantor shall have the right to assign all of its rights and benefits hereunder to the city of San Bernardino. Exhibit "0" - Page 6 ,'\ r\ ; {' I .' IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this ____ day of , 1992. APPROVED AS TO FORM: SABO , GREEN, A Professional Corporation By: Grantor: REDEVELOPMENT AGENCY OF THE CITY OF SAN .BERNARDINO By: Chairperson . By: Secretary Special Agency Counsel accepted. The provisions of this Grant Deed are hereby approved and Grantee: MAIN STREET INN, a California Limited Partnership By: Larcon Development Inc. General Partner By: B. Gilbert Lara, Jr. President Exhibit "0" - Page 7 r, r\. r'\ STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the Chairman and Secretary , respectively, of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument was authorized to be executed pursuant toa duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: Exhibit "0" ~ Page 8 f~ r\ r STATE OF CALIFORNIA ) ) ss ) COUNTY OF LOS ANGELES On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the the person who executed the within instrument on behalf of Sabo , Green, a Professional Corporation, and acknowledged to me that he executed said instrument. WITNESS my hand and official seal. Signature: Exhibit "D" - Page 9 f- r'\ 'I , (-' ) STATE OF CALIFORNIA ) ) ss ) COUNTY OF On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. Signature: Exhibit "0" - Page 10 EXHIBIT "E" ~ I SCHEDULE OF PERFORMANCE (Days shall be calendar days, and all dates herein are subject to change due to force majeure in accordance with Section 6.05 of the Agreement) r- r', Exhibit "E" - Page 1 " U~S~li;iail~el~~I~i at illil~~iH A~ ii I~ i ~ ~ls:I!! iieei ~i=ji Is : ~ ~~ gJHi ~; ~ 17" i= ~~ ftl'l jl ~I iii ~ii~llill; i:: i. , - "f ~ I - ~ Ii ::& ~~ ! jj II ~ ';;=( ii =i fl!i-5~o A. I =! i-i- Ii. - 2- , - 1-- - ~ I . & =ll; ~I ::::- I g ~ Ii! II g~~ - l! Il~~ B . ;; -::: 0 ~~~~~~~~=;as~t~t=~= -.. . ...tt!:.tt~:!e~i ~ !e . - !i~ /1111/1111111111111 .. 1I1111111L I. :1 .. .. ::3 -- 0 l . . -. . . NR . . . - .. . . . . :~ . .. . . .."".... . -- . IICMIICM.. . .N . lOt",""" . :a . .......... . . ."..l1li . - . """l"I'" . .. .......... :1 . ..._,...... ... """I'll""" - . ... .. . . -. - -, . ... . NO . 0.. - . . . . .. -. . . -I .. . . . 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EXHIBIT "F" r' When Recorded, Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Third Floor San Bernardino, California 92401 CERTIFICATE OF COMPLETION The undersigned, as Redevelopment Agency of the City of hereby certifies as follows: By its Resolution No. , adopted and approved , 199_, the Agency has resolved as follows: Executive Director of the San Bernardino (the "Agency") r Section 1. The improvements required to be constructed in accordance with that certain Disposition and Development Agreement (the "Agreement") dated , by and between the Agency and Main Street Inn, a California Limited Partnership, (the "Developer") on that certain real property (the "Property") more fully described in Exhibit "A" attached hereto and incorporated herein by this reference, have been completed in accordance with the provisions of said Agreement. f\ , Section 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct and develop the improvements on the Property, excluding any normal and customary tenant improvements and minor building "punch-list" items, and including any and all buildings and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on the Property, whether or not said improvements are on the Property or on other property subject to the Agreement, all as described in the Agreement, and to otherwise comply with the Developer's obligations under the Agreement with respect to the Property and the dates for the beginning and completion of construction of improvements thereon under the Agreement; provided, however, that the Agency may enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the grant deed pursuant to which the Property was conveyed under the Agreement. Said Agreement is an official record of the Agency and a copy of said Agreement may be inspected in the office of the Secretary of the Redevelopment Agency of the City of San Bernardino located at the City Hall Annex, 201 North "E" Street, Third Floor, San Bernardino, California 92401, during regular business hours. Exhibit "F" - Page 1 /'-~.-.. ,> r- Section 3. The Property to which this Certificate ot Completion pertains is more fully described in Exhibit "A" attached hereto. DATED AND ISSUED this day of , 199_. Executive Director of the Redevelopment Agency ot the City of-San Bernardino Exhibit "F" - Page 2 (~ EXHIBIT "A" TO CERTIFICATE OF COMPLETION LEGAL DESCRIPTION r: (~ Exhibit "F" - Page 3 r (-." ("', i STATE OF CALIFORNIA ) ) SS ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the Executive Director of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged. to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Siqnature: Exhibit "F" - Page 4 EXHIBIT "G" r' When Recorded, Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Third Floor San Bernardino, California 92401 AGREEMENT AND RECIPROCAL EASEMENT This Agreement is entered into on this day of , 199 , by and between the Redevelopment Agency of the city of San Bernardino, a body corporate and politic (the "Agency") and Creative Enterprises, a California Limited Partnership ("Creative"). RECITALS (", ." WHEREAS, the Agency is the owner of certain real property commonly known as 501 and 533 North "E" Street, City of San Bernardino, County of San Bernardino, State of California, hereinafter referred to as the "Agency Property" and more specifically described as set forth in the attached Exhibit "A" which is incorporated herein by reference; and WHEREAS, Creative is the owner of certain real property commonly known as 466, 468 and 474 West Fifth Street, City of San Bernardino, County of San Bernardino, State of California, hereinafter referred to as the "Creative Property" and more specifically described in Exhibit "B" attached hereto and incorporated herein by reference; and WHEREAS, the Agency and Creative desire to mutually acquire certain rights for parking on each other's property; NOW, THEREFORE, it is agreed as follows: AGENCY GRANT OF EASEMENT 1. For valuable consideration, the Agency hereby grants to creative in perpetuity an easement in those parking areas designated as Areas "3" and "4" on Exhibit "C" attached hereto and incorporated herein by reference. This easement is non-exclusive and is appurtenant to the Agency Property. The easement granted in this paragraph shall hereinafter be referred to as the "Creative Easement." r", 2. The Creative Easement shall permit the use of Lots 3 and 4 as described in Exhibit "C" hereto by Creative, its tenants, invitees and successors-in-interest, for parking on a 24-hour per day, 365-day per year basis. Exhibit "G" - Page 1 ~, r /'" I , CREATIVE'S GRANT OF EASEMENT J. For valuable consideration, Creative hereby grants to the Agency in perpetuity an easement in that parking area designated as Lot 6 on Exhibit "C" attached hereto and incorporated herein by reference. This easement is non-exclusive and is appurtenant to the Creative Property. The easement granted in this paragraph shall hereinafter be referred to as the "Creative Easement." It is acknowledged that Creative is the Lessee under a Lease of that area described in Exhibit "C" attached hereto as Lot 5. Creative hereby grants to the Agency the same right of usage of Lot 5 as is granted to Creative under the terms of said Lease. 4. The Agency Easement shall permit the use of Lots 5 and 6 as described in Exhibit "C" hereto by Agency, its tenants, invitees and successors-in-interest, to parking on a 24-hour per day, J65-day per year basis. 5. Creative hereby covenants that it will undertake to remodel the building owned by it and identified as No. 2 on Exhibit "C" attached hereto, in order to effectuate the parking plan which is set forth in said Exhibit "C". Said remodel shall be at the sole expense of creative. This covenant to remodel shall run with the Creative Property. MISCET.T,ll.N~OUS PROVISIONS 6. This instrument contains the entire agreement between the parties relating to the reciprocal rights granted herein and the obligations therein assumed. Any oral representations or modifications concerning this instrument shall be of no force and effect, excepting a subsequent modification in writing, executed by the parties to be charged herein. 7. In the event of any controversy, claim or dispute relating t6 this instrument or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs. 8. This instrument shall be binding on and shall enure to the benefit of the heirs, executors, administrators, successors and assigns of the Agency and Creative. Exhibit "G" - Page 2 ( r., (" Executed on , California. . ........- , 199_, at APPROVED AS TO FORM: SABO & GREEN, A Professional Corporation By: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: By: Special Agency Counsel Chairperson Secretary CREATIVE ENTERPRISES, a California Limited Partnership By: Gregory D. Villanueve, General Partner Exhibit "G" - Page 3 !' / ( STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the Chairman and Secretary, respectively, of the Redevelopment Aqency of the City of San Bernardino that executl;!d the within instrument on behalf of said Aqency and acknowledqed to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Aqency. WITNESS my hand and official seal. Signature: Exhibit "G" - paqe 4 I'~- (: r'; ) STATE OF CALIFORNIA ) ) ss ) COUNTY OF LOS ANGELES On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the the person who executed the within instrument on behalf of Sabe & Green, a Professional Corporation, and acknowledged to me that he executed said instrument. WITNESS my hand and official seal. Signature: Exhibit "G" - Page 5 ("~""! r. (-i STATE OF CALIFORNIA ) ) ss ) COUNTY OF On , 1992, before me, the undersiqned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. Siqnature: Exhibit "G" - paqe 6 EXHIBIT "A" (----- , 1---. 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