HomeMy WebLinkAbout1992-5340
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RESOLUTION NO. S140
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING THE CHAIRMAN OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO TO EXECUTE A
PARKING LICENSE AND EASEMENT AGREEMENT WITH INNOVA CORPORATION, ET
AL.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Chairman is hereby authorized and directed
to execute onobehalf of said City a Parking License and Easement
Agreement for the three-level parking structure adjacent to the
Andreason Building with Innova Corporation, et al.
SECTION 2.
The authoriza'~ion to execute the above-
referenced agreement is rescinded if the parties to the agreement
fail to execute it within sixty (60) days of the passage of this
resolution.
I HEREBY CERTIFY that the :f:(.regoing resolution was duly
adopted by the Community Development Commission of the City of San
Bernardino at a Joint Regular
meeting thereof, held on the
17
day of August
, 1992, by the fcllowing vote, to wit:
Commission Members: AYES NAYS ABSTAIN ABSENT
ESTRADA X
REILLY X
HERNANDEZ X
MAUDSLEY X
MINOR X
POPE-LUDLAM X
MILLER X
rson
DAB/ses/Parking2.res
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August 4. 1992
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1 PARKING LICENSE AND EASEMENT AGREEMENT
2 THIS PARKING LICENSE AND EASEMENT AGREEMENT ("License") is
3 entered into as of this 17 day of August
. 1992, by the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN
5 BERNARDINO on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF
6 SAN BERNARDINO, ("Agency"), a public body corporate and politic,
7 as Licensor, and INNOVA CORPORATION, a California Corporation, as
8 to an undivided fifteen percent (15%) interest, HERMAN SURYOUTOMO
9 and LUSIA SURYOUTOMO, husband and wife, as Trustees for the
10 SURYOUTOMO LIVING TRUST, dated September 25, 1988, as to an
11 undivided twenty-five percent (25%) interest, GLENN DOl, an
12 unmarried man, as to an undivided twenty percent (20%) interest,
13 ANNE IRENE ZARDENETA, a married woman, as her sole and separate
14 property, as to an undivided thirty percent (30%) interest, and
15 ZARDENETA INVESTMENTS, a California Corporation, as to an
16 undivided ten percent (10%) intbrest, (Innova, et al"), as
17 licensee, and consented to by t~e CITY OF SAN BERNARDINO,
18 ("City"), in contemplation of the following:
19 RECITALS
20 1. The Agency owns ~he Parking Area (as defined by that
21 certain Declaration of Restric~ions, Construc~ion, Opera~or,
22 Restriction and Easement Agreement, dated as of December 24, 1970,
23 (the "REA")), including a ~hree-level parking structure (~he
24 "Struc~ure") adjacent to ~he Andreson Building, more particularly
25 described on Exhibit A; and,
26 2. An office building knm';n as the Andreson Building
27 located at 320 North "E" Street, San Bernardino, California, is
28 adjacent ~o the Carousel Mall and the Structure but is not part of
DAB/ses/Parking.agr 1 April 28. 1992
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the Carousel Mall as specifically set forth in Article XXIX of
REA, but is within the Central City Parking District ("District");
and,
3. Innova, et al., is the Current Owner and Operator of
the Andreson Building having purchased the Andreson Building from
Commerce Development Associates by deed dated April 3, 1992 and
recorded on April 22, 1992 as Instrument No. 92-169878 at San
Bernardino, California; and,
4. Pursuant to special warranty deed and bill of sale, the
Agency is to manage, operate, maintain and repair the Parking
Area; and,
5. Section 5.1 of the REA states that the grant of parking
rights to the other parties to the REA are non-exclusive and
Section 5.9 of the REA states that the rights of the other parties
are subject to Paragraph 10c of the previous City Lease Agreement
(Parking); and,
6. Paragraphs lOb and 10c of the City's Lease Agreement
(Parking) state respectively as follows:
"lOb. The easement rights reserved hereunder include the
power on the part of Agency, its successors and assigns, to grant
licenses for the use of said easement rights to others including,
but not limited to, the operators of business establishments to be
located in the Commercial Area and their respective employees,
customers, patrons and other licensees.
"lOc. The easement rights reserved hereunder and any
licenses to be granted in connection therewith are subject to the
following conditions: ...
III
.. ( 2) The rights of usage under said easement
shall be non-eXClusive, and in common with the rights
of usage on the part of each owner of or licensee
under such rights and with all members of the public
having the right or privilege for like usage of the
parking facility in accordance with the terms and
provisions of this Lease."; and,
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August 5. 1992
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7. Agency and City find that the use of the Andreson
Building for professional and commercial offices and commercial
enterprises in support of said uses and its occupancy and success
would be an enhancement to the downtown area of the City and in
particular to the Carousel Mall; and,
8. For the Andreson Building to reach its full potential
and use, parking facilities for Innova, et al., its tenants and
tenants' employees (flParkers") will be required;
NOW, THEREFORE, IT IS AGREED:
1. GRANT OF LICENSE. In return for good and valuable
consideration, Agency grants and guarantees to Innova, et al., a
license and easement (the "License") (i) for the twenty-four (24)
hour use of one hundred thirty one (131) parking spaces in the
structure; and, (ii) access to the structure from public streets
and from the pedestrian-bridge between the Andreson Building and
the Structure. City shall consent to the License and do all
things necessary to cooperate in the accomplishment of its
purposes and intent. Said License is granted upon the following
terms and conditions:
2. INNOVA, ET AL., AGREEMENT:
2.1 Upon execution of the License, Innova, et al.,
agrees to deliver a cashier's check in the amount of Thirty Seven
Thousand Seven Hundred Twenty-Eight Dollars ($37,728.00) as the
first year's advance lease paYment.
2.2 Innova, et al., may replace Eighteen Thousand
Eight Hundred Sixty-Four Dollars ($18,864.00) of the above amount
with a letter of credit for Eighteen Thousand Eight Hundred Sixty-
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April 28. 1992
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1 Four Dollars ($18,864.00) from First Interstate Bank or other bank
2 of comparable status acceptable to the Agency.
3 2.3 The letter of credit shall be promptly returned to
. Innova, et al., if the second six-month lease payment of Eighteen
5 Thousand Eight Hundred Sixty-Four Dollars ($18,864.00) is made
6 within ten (10) days after the due date for the second six-month
7 lease payment.
8 3. TERM.
9 3.1 The term for this License and Easement will begin
10 on the later of the close of escrow on the sale or transfer of the
11 Andreson Building or the execution of this Parking License and
12 Easement Agreement and shall terminate twenty (20) years
13 thereafter. Innova, et al., shall then have the option to extend
1. the License for an additional ten (10) years on the same terms and
15 conditions as set forth herein, provided however that the cost for
16 the additional ten (10) year period shall be the then market rate
17 charged in the downtown redevelopment area for uncovered parking
18 as established by the Agency. If so extended, then at the end of
19 that additional ten (10) year period, Innova, et al., shall again
20 have the option to extend the License for an additional ten (10)
21 years, provided however that the cost for the additional ten (10)
22 year period shall be the then market rate charged in the downtown
23 San Bernardino area for uncovered parking as established by the
24 Agency. If Innova, et al., does not exercise its option on either
25 occasion, prior to sixty (60) days before the end of the term or
26 option term, then this License shall terminate at the time.
27 3.2 The rights granted under this License, and Innova,
28 et aI's obligations under this proposal shall inure to the benefit
DAB/ses/Parking.agr 4 April 28, 1992
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and burden of the Agency, City and Innova, et al., and their
respective successors and assigns.
4. PAYMENT.
4.1 During the first year of the License, Innova, et
al., will pay Twenty-Four Dollars ($24.00) per month for each of
the one hundred thirty-one (131) spaces payable semi-annually in
advance, which amount shall be adjusted annually based on
increases in the consumer price index, provided, however, the
maximum adjustment shall be limited to a maximum of seven percent
(7%) annually.
4.2 The amount paid by Innova, et al., for years
twenty-one (21) through thirty (30) and thirty-one (31) through
forty (40), if the option right is exercised, shall be established
in accordance with Section 3.1.
5. CONTROLLED ACCESS.
5.1 The parkers will be permitted access to the
Structure during early morning hours (6:00 a.m. to 10:00 a.m.)
( "Access Hours").
5.2 In order to control access to the Structure and to
the extent consistent with all applicable contracts and laws,
Innova, et al., shall ascertain that in a manner designated by
Agency and City and at Innova, et aI's sole expense, an auto
parking control arm and card or key control system and entrance
prevention device with a lighted warning sign (the "Gate") at the
Fourth Street entrance to the Structure is operational. The
parking controls installed by Innova, et al., shall inClude
traffic control islands, striping and signs. The above-described
parking controls are to be installed and operating no later than
DAB/ses/Parking.agr 5 April 28. 1992
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1 thirty ( 30) days after the sale or transfer of the Andreson
2 Building to Innova, et al., or thirty (30) days after the
3 execution of this Parking License and Easement Agreement,
4 whichever is later.
5 5.3 With respect to any parking controls and such
6 Gate:
7 5.3.1 Innova, et al., will dedicate the
8 parking controls, the Gate to Agency, and the cost of maintenance,
9 repair, operation and replacement of the Gate shall be the
10 responsibility of Agency and City upon the dedication.
11 5.3.2 At the conclusion of the Access Hours,
12 the arm of the Gate will be lifted, and the structure shall be
13 available for customers and invitees of the Shopping Center.
14 5.3.3 Innova, et al., and the Parkers shall
15 have only one hundred thirty-one (131) currently used access cards
16 or keys for the Gate outstanding at one time. The Central City
17 Company shall also be permitted to distribute access cards or keys
18 for the Gate for parking by Shopping Center employees in the area
19 identified on Exhibit B (which may be changed from time to time).
20 No one else shall have access cards or keys.
21 5 . 3 . 4 Agency wi 11 change the coding of the
22 cards or keys from time to time at the request of Innova, et al.,
23 and Central City Company and at their joint expense.
24 5.3.5 Innova, et al., may charge Parkers a fee
25 for access cards or keys to the Gate or passes to the structure.
26 5.4 If there is no Gate, then Innova, et al., may
27 charge each of the one hundred thirty-one (131) Parkers a fee to
28 III
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April 28. 1992
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use the License, to the full extent permitted by applicable
contracts and laws.
6. POTENTIAL CREDIT.
Because the amounts paid by Innova, et al., for the License
will be used by the Agency to maintain and construct additional
parking facilities in the downtown redevelopment area, Innova, et
al., shall continue to pay the existing assessments for the
District, in addition to the amounts provided for in Section 4.1
and 4.2. Agency and City acknowledge and agree that the total
payments to be made under this License shall be reduced by the
total of any obligations imposed in any future assessment
district, improvement district or other construction funding
intended to be used for the construction of additional parking
facilities.
7. DESIGNATED PARKING.
7.1 Agency and City hereby designate the one hundred
thirty-one ( 131 ) spaces on the middle and third level of the
Structure as shown on Exhibit B, Page 1 and 2 (the "Designated
Levels") for use by parkers.
7.2 It is the intent of the parties that in no event
shall Parkers utilize more than the one hundred thirty-one (131)
spaces in the Structure as designated by this License.
7.3 To the full extent consistent with the applicable
contracts and laws, Agency, Ci ty and Innova, et al., will
cooperate for the installation by and at the expense of Innova, of
a second access gate at the entrance to the Designated Levels, if
desirable, for ingress and egress of parkers after Access Hours.
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April 28. 1992
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1 7.4 Ci ty and Agency will be responsible for the
2 enforcement of the obligation of Parkers to park on the Designated
3 Levels.
4 7.5 Agency and City will cooperate to do all things
5 necessary (if any) to provide, to the extent legally possible,
6 that Parkers may only park on the Designated Levels. To the
7 extent such exclusive rights are maintained, parkers shall park in
8 the spaces designated in this License and in no other or
9 additional location or spaces in the Parking Area provided for by
10 the REA.
11 8. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES.
12 8.1 Agency and Ci ty shall be responsible for
13 maintenance, improvement, repair and security of the structure and
14 the Gate, at Agency's and City's sole expense.
15 8.2 Innova, et al., shall keep current and furnish to
16 City a list of all persons to whom access cards or keys have been
17 issued and a list of all motor vehicle license plates of all
18 authorized Parkers. If Agency or City should in the future
19 insti tute a motor vehicle parking authorization tag for all
20 persons entitled to use the Parking Area or the structure, Innova,
21 et al., shall require all parkers to affix said parking
22 authorization tags to parkers' authorized motor vehicles.
23 8.3 The City and Agency will immediately notify the
24 Merchants' Association (and other persons or entities) to which
25 City and Agency have granted parking rights for the Designated
26 Levels of the Parking of the structure, of this amendment of any
27 III
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April 28. 1992
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1 existing agreement under which the Merchants' Assoctation (or
2 other persons or enti ties) have certain parking rights are
3 relocated as shown on Exhibit B, Pages 1 and 2.
" 9. LICENSE DEFAULT. Innova, et al., shall be in default
5 of this License if Innova, et al., fails to perform any promise,
6 covenant, condition or obligation of Innova, et al., under this
7 License within thirty (30) days of receipt of written notice of
8 default by Agency or City to Innova, et al.
9 10. TERMINATION OF LICENSE. This License shall terminate
10 upon the happening of any of the following:
11 10.1 The default of Innova, et al., in the performance
12 of any of Innova, et aI's obligations as provided in Section 2 of
13 this License.
14 10.2 Innova, et aI's default in accordance with Section
15 3 of this License.
16 10.3 Destruction (unless rebuilt within a reasonable
17 period of time), complete condemnation or razing of the Andreson
18 Building.
19 10.4 Prohibition or restriction of parking by any
20 environmental protection agency or similar authority.
21 11. RULES AND REGULATIONS. Except to the extent provided
22 for in this Lease, Parkers shall comply with:
23 11.1 The terms and conditions of the REA ,and the City
24 Lease relating to access, operation and use of the Structure.
25 11.2 The ordinances and regulations of the City and the
26 Agency relating to the use of the Parking Area.
27 12. INSURANCE. Innova, et al., shall obtain and
28 maintain public liability insurance with limits of not less than
DAB/ses/Parking.agr 9 April 28. 1992
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lOne Million Dollars ($1,000,000.00) for each individual, Three
2 Million Five Hundred Dollars ($3,500,000.00) for each accident and
3 Two Hundred Fifty Thousand Dollars ($250,000.00) for property
4 damage to insure against loss and to defend any claims made or
5 actions brought for any acts, omissions or conditions relating to
6 or arising from the use of the structure as provided by the
7 License.
8 13. INDEMNIFICATION. Innova, et al., shall hold harmless,
9 defend and indemnify Agency and City, their officers, agents,
10 employees and respective successors and assigns and pay any and
11 all claims arising from or in connection with the use and
12 enjoyment of this License and use of the Structure by the Parkers.
13 14. WAIVER OF LIABILITY. No waiver of any breach of any
14 of the terms, covenants, agreements, restrictions or conditions of
15 this License shall be construed as a waiver of any succeeding
16 breach of the same or other covenants, agreements, restrictions
17 and conditions thereof.
18 15. ASSIGNMENT OR TRANSFER OF AGREEMENT. This License
19 shall not be assigned or transferred to anyone other than a
20 successor, owner and operator of the Andreson Building for the use
21 of the occupants of the Andreson Building, nor in any event shall
22 this License be transferred or assigned without the prior written
23 consent of the Agency given in writing at least thirty (30) days
24 in advance of any said assignment or transfer. Agency shall not
25 unreasonably withhold consent to the assignment or transfer of
26 this License in accordance with the above provisions.
Xl III
28 III
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April 28, 1992
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Z7 III
28 III
16. NOTICES. Any notices required or permitted under this
Agreement shall be sent by registered or certified mail addressed
as follows:
Agency:
The Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Third Floor
San Bernardino, CA 92401-1507
Innova, et al.:
For Personal Delivery:
Innova Corporation
Herman and Lusia Suryoutomo
Glen Doi
Anne Irene Zardeneta
ZARDENETA INVESTMENTS,
A California Corporation
For Mail Delivery:
Innova Corporation
Herman and Lusia Suryoutomo
Glen Doi
Anne Irene Zardeneta
DAB/ses/Parking.agr
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April 28. 1992
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ZARDENETA INVESTMENTS,
A California Corporation
or such address as the parties may from time to time provide.
17. ENTIRE AGREEMENT.
The parties acknowledge that this
Agreement constitutes the entire agreement between the parties,
and they have placed no reliance in any written or oral
representations made prior to or contemporaneously with this
License.
18. ATTORNEYS' FEES AND COSTS:
The prevai 1 ing party
shall be awarded reasonable attorneys' fees and costs in the event
of any dispute arising out of this License or the interpretation
thereof.
19. COUNTERPARTS. This License may be executed in
counterparts, and together said counterparts shall constitute the
License.
20. NONDISCRIMINATION. Innova, et al., covenants by and
for itself, its successors and assigns, and all persons claiming
under or through it, and this License is made and accepted upon
and subject to the following conditions: That there shall be no
discrimination against or segregation of any person or group of
persons, on account of sex, race, color, creed, national origin,
ancestry or physical or mental handicap in the use or enj oyroent of
the designated spaces, nor shall Innova, et al., itself, or any
person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation.
III
III
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April 28. 1992
'MAY-22-1992 10:54 FROM ANDRESON BUILDING
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IN WITNESS WHEREOF, the ~arties hereto have executed this
Lioense on the dates indicated below:
~ncyt
Date:
DlNOVA, BT az,.:
Date:
Date:
Dat.:
Dai:e:
Date:
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'rim REDEVELOPMENT AGENCY
CITY or SAN 5SltNARDINO "
INNOVA ,.COBPORATIO~ '
. By:
~#
SURYOUTOMO LIVING TRUST
81:ee
,Sy:
Trusi:e~
::~:t
GLENN DOl ' , ,
ANNE IRENa ZARDSNETA
By:
-
ZA1U)EN8lrA INVESTMENTS ~
A California Oorpo~a~ n
, '
13
April 28. ',1991
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18 Date:
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: Date: ~(J?-It /'l'j? -
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IN WITNESS WHEREOF, the parties hereto have executed this
License on the dates indicated below:
Agency:
Date:
THE REDEVELOPMENT AGENCY
CITY OF SAN B8RNAR INO
INNOVA, ET AL.:
INNOVA CORPORATION
Date:
By:
SURYOUTOMO LIVING TRUST
Date:
By:
HERMAN SURYOUTOMO, Trustee
Date:
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GLENN DOl
BY~t
. GLENN DOl
ANNE IRENE ZARDENETA
By:
ZARDENETA INVESTMENTS,
A California Corporat n
nate': A1t2./ 'Z--~ /771/
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April 28. 1992
. 1 CITY:
2
city consents to this License and agrees to the terms and
'G(~
3 conditions of this License, insofar as City is bound by those
4 terms and conditions.
5 CITY OF SAN
6 ~JD hp..
Date:
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Attach Acknowledgements
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DAB/ses/Parking.agr 14 April 28. 1992