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R29- Economic Development
ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Barbara J.Lindseth,Director SUBJECT: ANDRESON BUILDING PARKING Administrative Services AGREEMENT DATE: March 28,2000 ORI GI f JAL Synopsis of Previous Commission/Council/Committee Action(s): On October 21, 1999,the Redevelopment Committee recommended to the Community Development Commission approval of the term of the new Lease Agreement between the Agency and James H.Donell("Receiver") ---------------- —'—"--------------'-----'--------- ---- —'- Recommended Motion(s): (Community Development Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION,AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING AND ACCEPTING THE 1999 PARKING LICENSE AGREEMENT (ANDRESON BUILDING) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL CORPORATION Contact Person(s): G Van Osdel/B Lindseth/M Trout Phone: 5081 Project Area(s) Central City Ward(s): One(1) 1 Supporting Data Attached: 0 Staff Report 0 Resolution(s)0 Agreement(s)/Contract(s) O Map(s) ❑ Letter/Memo FUNDING REQUIREMENTS Amount: $ 0 Source: N/A Budget Authority: N/A i 1 / SIGNATURE: w'< ary sdel,Executiy6 Director Barbara J.Lindseth,Direct 6r Eco omic Developmen Agency Administrative Services -'— --'---- ----------.._..-- -- Commission/Coupcil Notes: GVO:RMT:lag:04-03-00 Andreson Building COMMISSION MEETING AGENDA Meeting Date: 44//03/2000 Agenda Item Number: 4/ ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Andreson Building Parking Agreement BACKGROUND On March 25, 1983, Central City Company ratified and accepted the terms of a prior agreement which related to the Andreson Building and the grant of a license to utilize 131 vehicle parking spaces. On January 28, 1999 the Credit Suisse First Boston Mortgage Capital Corporation ("Credit Suisse"), who owns the building located at 320 North "E" Street, San Bernardino, California, also known as the "Andreson Building" filed complaint against Innova Corporation, et al, who were the operators of the Andreson Building. On February 2, 1999, the Superior Court of the County of San Bernardino appointed James H. Donell as Receiver for the Andreson Building. On February 11, 1999, Agency Staff received copy of complaint and order approving James H. Donell. Mr. Donell requested copy of the Andreson Building parking agreement executed by Innova Corporation. On February 24, 1999, Agency Staff sent copy of parking agreement to James H. Donell, Receiver. On May 18, 1999, Receiver informed Agency Staff of their desire to amend original agreement to show that the Receiver has assumed the parking agreement. On June 11, 1999,Agency Staff received a draft amendment from the Receiver. On July 30, 1999, Agency Staff informed Receiver that Agency Counsel has no problem with amendment, but desires the CDC to approve the amendment. On Augusts 10, 1999, Superior Court for the County of San Bernardino granted Receiver's motion to enter into the parking agreement modification. On August 16, 1999, Agency Staff presented parking agreement amendment to RDA for approval. Discussion centered around need for new agreement and item was continued. -------------------------------------------------------------------------------------------------------------------------------------------- GVO:RMT:Iag:04-03-00 Andreson Building COMMISSION MEETING AGENDA Meeting Date: 4//03/2000 Agenda Item Number: R 7� 1 Economic Development Agency Staff Report Andreson Building March 28, 2000 Page Number-2- --------------------------------------------------------------------------------------------------------------------- On September 2, 1999, several discussions ensued between Agency Staff, Agency Special Counsel, Receiver and Receiver's Counsel concerning new agreement versus amendment and deal points of the agreement. On October 14, 1999, Agency Staff submitted major deal points to Receiver via Receiver's Counsel. Agency Staff was informed by the Receiver that the terms are acceptable. On October 21, 1999, Agency Staff presented deal points to RDA Committee for approval. Approval was given to forward item to the CDC. On October 28, 1999, Agency Staff requested Agency Special Counsel to prepare new agreement which would include deal points approved by RDA Committee. On November 23, 1999, Agency Staff received draft agreement from Agency Special Counsel and forwarded draft to Receiver and Receiver's Counsel. On December 10, 1999, Agency Staff received comments from Receiver and Receiver's Counsel concerning draft agreement. Credit Suisse has now regained control of the Andreson Building and the agreement is now between the Agency and Credit Suisse. Credit Suisse has retained Steve Donell, of JALMAR Properties, as Property Manager. On January 7, 2000, Agency Special Counsel sent final draft version of parking agreement to Counsel for Credit Suisse. On February 1, 2000, Agency Special Counsel sent final version of parking agreement to Counsel for Credit Suisse. Credit Suisse executed the agreement on March 10, 2000 and returned to Agency Special Counsel. The Agency has received $21,600 for the use of 75 parking spaces from the time the building went into receivership (February 2, 1999 to January 31, 2000). CURRENT ISSUE The Credit Suisse desires to enter into an agreement with the Agency to utilize parking spaces in the parking structure adjacent to the Andreson Building. This is necessary in order for the Credit Suisse to properly market the building and attract additional tenants. Credit Suisse is currently utilizing 75 parking spaces with the option to increase to 131 parking spaces. The initial fee per space per month is $24.00, which will be adjusted every two years based on the CPI. The term of the lease will be for a period of 10 years with two (2) five-year options. Payment will be the 1'day of each month. ---------------------------------------------------------------------------------------------------------------------------- GVO:RMT:]ag:04-03-00 Andreson Building COMMISSION MEETING AGENDA Meeting Date: 4/03/2000 Agenda Item Number: A4 Economic Development Agency Staff Report Andreson Building March 28, 2000 Page Number-2- --------------------------------------------------------------------------------------------------------------------- Credit Suisse has already paid $3,600 for the use of 75 parking spaces for the period of February - March 2000. FISCAL IMPACT The Agency will initially be collecting $1800/month for use of parking spaces. This amount will increase or decrease depending upon usage. RECOMMENDATION That the Community Development Commission adopt the attached Resolution. Barbara J.Lindseth,Director Administrative Services I 1 ------------------------------------------ ------------------------------------------ GVO:RMT:Iag:04-03-00 Andreson Building COMMISSION MEETING AGENDA g! Meeting Date: 4/03/2000 Agenda Item Number: _ C�Op� 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION, AS THE GOVERNING BODY OF THE 3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING AND ACCEPTING THE 1999 4 PARKING LICENSE AGREEMENT (ANDRESON BUILDING) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE 5 CITY OF SAN BERNARDINO AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL CORPORATION 6 7 WHEREAS, the Central City Company and the Agency have 8 entered into that certain Agreement (Parking Utilization) , dated 9 March 25, 1983, acknowledging the right of the Agency to license 10 11 third parties to use one hundred sixty six (166) vehicle parking spaces in the multi-level vehicle parking structure (the 12 "Structure") at the Carousel Mall (formerly known as the Central 13 City Mall) , subject to the terms and conditions of the 1982 14 Andreson Building Parking License; and 15 16 WHEREAS, the Agency has previously granted a license to 17 the former owner of the Andreson Building, to use one hundred 18 thirty one (131) of such vehicle parking spaces in the Structure 19 (the "Andreson Building Parking License") ; and 20 21 WHEREAS, the right of the former owner of the Andreson 22 23 Building to use the one hundred thirty one (131) vehicle parking 24 spaces under the Andreson Building Parking License was suspended in 1999 when the former owner failed to, pay certain amounts to the 25 Agency when due; and 26 27 28 QSBEO/0001/DOC/3622 3/24/00 dgw 1 I WHEREAS, the new owner of the Andreson Building, Credit 2 Suisse First Boston Mortgage Capital Corporation (the "Licensee") , 3 has acquired the Andreson Building; and 4 5 WHEREAS, the Licensee and the Agency hereby desire to 6 reinstate the right of the Licensee to use certain parking spaces 7 within the Structure, subject to the terms and conditions of the 8 1999 Parking License Agreement - (Andreson Building) (the 9 "Agreement") . 10 11 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY 12 THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, 13 AS FOLLOWS: 14 15 Section 1 . The facts set forth in the Recitals of 16 this Resolution are true and correct. 17 18 Section 2 . Based upon the record submitted at the 19 meeting at which this Resolution was approved by the Commission, as 20 the governing body of the Agency, the Commission hereby finds and 21 determines that the terms of the Agreement are acceptable to the 22 Commission. The Commission is informed that the terms of the 23 Agreement are acceptable to the Licensee, as evidenced by the 24 execution of the Agreement by the authorized representative of the 25 Licensee . 26 27 Section 3. The Commission hereby approves and accepts 28 the Agreement, as attached hereto as Attachment No. 1 and SBEO/00011DOC13622 3/24/00 dgw 2 1 incorporated herein by this reference. The Chairperson of the 2 Commission of the Agency is hereby authorized and directed to 3 execute the Agreement on behalf of the Agency. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/0001/DOC/3622 3/24/00 dgw 3 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 2 BERNARDINO, APPROVING AND ACCEPTING THE 1999 PARKING LICENSE AGREEMENT (ANDRESON BUILDING) BY AND BETWEEN THE REDEVELOPMENT 3 AGENCY OF THE CITY OF SAN BERNARDINO AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL CORPORATION 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly 7 adopted by the Community Development Commission of the City of 8 San Bernardino at a meeting 9 thereof, held on the day of 2000, by the 10 following vote, to wit : 11 Commission ASS NAYS ABSTAIN ABSENT 12 ESTRADA LIEN 13 MCGINNIS SCHNETZ 14 SUAREZ ANDERSON 15 MCCAMMACK 16 17 Secretary 18 The foregoing Resolution is hereby approved this day of 2000 . 19 20 Judith Va es, C airperson 21 Community Development Commission 22 of the City of San Bernardino 23 Approve o f a legal content : 24 By: 25 Agency Counse 26 27 28 SBEO/0001/DOC/3622 3/24/00 dgw 4 /^� 1 r 2 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss 3 CITY OF SAN BERNARDINO ) 4 I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY 5 CERTIFY that the foregoing and attached copy of Community Development Commission of the City of San Bernardino Resolution 6 No. is a full, true and correct copy of that now on file in t ih'`s—office. 7 IN WITNESS WHEREOF, I have hereunto set my hand and 8 affixed the official seal of the Community Development Commission 9 of the City of San Bernardino this day of , 2000. 10 Secretary of the 11 Community Development Commission 12 of the City of San Bernardino 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/0001/Doc/3622 3/24/00 dgw 5 1 2 ATTACHMENT NO. 1 3 4 1999 PARKING LICENSE AGREEMENT (ANDRESON BUILDING) 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 S11E01 0011/DOC/3122 3/24/00 dgw 6 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 1999 PARKING LICENSE AGREEMENT (ANDRESON BUILDING) THIS 1999 PARKING LICENSE AGREEMENT ("Agreement") is dated as of February 1, 2000, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("Agency") and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL CORPORATION, a Delaware corporation (the "Licensee") , with respect to the facts set forth in the Recitals below: -- RECITALS -- (1) The Agency owns the "Parking Area" as this term is defined in that certain Declaration of Restrictions, Construction, Operation, Restriction and Easement Agreement, dated as of December 24, 1970 (the "REA") , including a three-level parking structure (the "Structure") . The Andreson Building is more particularly described in the legal description attached hereto as Exhibit "A" and a vicinity map which shows the physical relationship between the location of the Andreson Building and the adjacent Structure is ® attached hereto is attached hereto as Exhibit "B"; and (2) The Agency has leased the Parking Area to the City of San Bernardino (the "City") under the terms of a lease dated June 10, 1968 entitled (the "City Lease Agreement (Parking) ") pursuant to which the City is to manage, operate, maintain and repair the Parking Area; and (3) 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 City Lease Agreement (Parking) ; and (4) Paragraphs 10b and 10c of the City' s Lease Agreement (Parking) state respectively as follows : "10b. The easement rights reserved hereunder include the power on the part of Agency, its successors and assigns, to grant licenses for the use and 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 O and other licensees. . . SBEO/0001/DOC/3605-4 2/1/00 dgw 1 10c. The easement rights reserved hereunder and any licenses to be granted in connection therewith are subject to the following conditions : (2) The rights of usage under said easements shall be nonexclusive, 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 (5) The Central City Company, a joint venture between CTC Company, a California partnership and Central City Associates, a California partnership (herein "Central City Company") is a party to the REA and the Central City Company and the Agency have entered into an agreement entitled "Agreement (Parking Utilization) " dated March 25, 1983, in which the Central City Company ratified and accepted the terms of a prior agreement by and between the Agency and Commerce Development Associates, a California general partnership (herein "Commerce Development Associates") dated October 27, 1982 (the "1982 Andreson Building Parking License") which related to the grant of a motor vehicle parking license affecting the structure as more fully described therein authorizing the utilization by Commerce Development Associates of One Hundred and Thirty One (131) vehicle parking spaces (the "Parking Spaces") in the Structure subject to the terms and conditions of the 1982 Andreson Building Parking License. (6) The Licensee and the Agency hereby intend and declare that as of the Commencement Date of this License Agreement as set forth below, the right of the Licensee to use certain Parking Spaces (the "1999 Parking Spaces") shall be reinstated, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN, THE AGENCY AND THE LICENSEE HEREBY AGREE AS FOLLOWS : Terms Section 1 . Incorporation of Recitals . The recitals set forth above are hereby incorporated into this Agreement by this reference, as though fully set forth herein. OSBEO/0001/DOC/3605-4 2/1/00 dg. 2 Section 2 . Commencement Date of License Agreement and Identification of 1999 Parking Spaces . (a) This Agreement shall take effect on the "Commencement Date" when each of the following has been accomplished: (1) the governing board of the Agency has approved and authorized execution of this Agreement on behalf of the Agency by its authorized office; and (2) the authorized officers or representatives of the Licensee have executed this Agreement and provided the Executive Director with satisfactory written evidence of their authority to execute the Agreement on behalf of the Licensee; and (3) the Licensee has tendered the sum of Twenty One Thousand Six Hundred Dollars ($21, 600 . 00) in immediately available funds to the Agency as payment for the use of Parking Spaces from February 1, 1999, through January 31, 2000, in consideration for and as reinstatement of the right to use the 1999 Parking Spaces as set forth herein; and O (4) the Licensee has tendered a sum to the Agency equal to the Monthly Fee for the 1999 Parking Spaces, as provided in Section 5 (b) computed from October 1, 1999 through the first day of the calendar month preceding the date on which the authorized officers of the Agency have executed this Agreement; and (5) the Licensee has provided the Executive Director with satisfactory evidence of the existence of the commercial general liability insurance coverage in favor of the Agency as set forth in Section 10; and (6) this Agreement has been executed by the authorized officers of the Agency. (b) The Commencement Date of this Agreement shall be indicated next to the signature of the Chair of the Community Development Commission of the City of San Bernardino which appears on page 17, below (c) As of the Commencement Date, Licensee shall be licensed to use of the 1999 Parkin S in the Structure Parking aces P e as set SBEO/0001/DOC/3605-4 2/1/00 dgw 3 forth in Section 5, below, subject to the payment by the Licensee each month of the applicable Monthly Fee, and further subject to compliance by the Licensee with the other terms and conditions of this Agreement. The 1999 Parking Spaces are situated on the third- level of the Structure and are depicted in Exhibit "C" attached hereto. (d) Provided that the Licensee is not then in default, Licensee shall have an option which is exercisable within the first sixty (60) months following the Commencement Date to claim additional numbers of the Parking Spaces in the Structure for the use by the Licensee up to an aggregate total of one hundred thirty one (131) Parking Spaces (e.g. : the 1999 Parking Spaces, plus an additional eighty-one (81) such Parking Spaces in the Structure) . Licensee' s option to use additional numbers of the Parking Spaces may be exercised by the Licensee from time-to-time, provided that the Licensee is not then in default, by giving written notice to the Agency which specifies the number of such additional Parking Spaces which the Licensee may seek to use. Any such notice shall identify at least ten (10) additional Parking Spaces and specify the date not less than sixty (60) days in advance when the use of such additional Parking Spaces shall commence, and such notice to the Agency shall also be accompanied by a check payable to the Agency for the first installment of the Monthly Fee payable for O such additional Parking Spaces. All additional Parking Spaces used by the Licensee shall be designated by the Agency by a written notation and amendment to Exhibit "C", executed by the parties which identifies the specific additional Parking Spaces to be used by the Licensee. Once a Parking Space is licensed for use by the Licensee (whether as a 1999 Parking Space or as an additional Parking Space) , such a Parking Space may not be released thereafter from use by the Licensee, except upon expiration or termination of this Agreement. (e) The Agency may authorize third parties, including the general public, to use any Parking Space which is not then licensed for use by Licensee under this Agreement until such time as Licensee may exercise its option under Section 2 (d) to use any such Parking Space in addition to the 1999 Parking Spaces. (f) Any Parking Space not licensed for use by Licensee under Section 2 (d) in addition to the 1999 Parking Spaces within the first sixty (60) months following the Commencement Date, shall no longer be available for use by Licensee on or after said date. The Agency may, thereafter, license the use of such unassigned Parking Spaces to third parties or otherwise make use of said unassigned Parking Spaces. OSBEO/0001/DOC/3605-4 2/1/00 dgw 4 Section 3 . 1999 Parking Space Signaae. (a) Promptly following the Commencement Date, the Agency shall, at Agency' s sole expense, paint the words "Reserved Parking for Andreson Building" on each of the designated 1999 Parking Spaces. In the event that the Licensee may excuse its option to use additional Parking Spaces under Section 2 (d) , the provisions of the preceding sentence shall thereafter be applicable to such additional Parking Spaces. (b) Licensee shall not place any signage, other than that authorized by this Section 3, or otherwise authorized in writing by the Agency, upon the Parking Spaces or the Parking Structure . Section 4 . Rights of ; n e . Provided that the Licensee is not in default under this Agreement, the Licensee shall have the following rights under this Agreement with respect to its use of the 1999 Parking Spaces and any additional Parking Spaces which it may use pursuant to Section 2 (d) : (a) access to the Structure from public streets and from © the pedestrian bridge between the Third-Level of the Structure and the fifth (5th) floor of the Andreson Building; and (b) to authorize the persons described in subparagraph (c) , below, to park motor vehicles, in each of the 1999 Parking Spaces, and to park motor vehicles in any additional Parking Spaces which the Licensee may use pursuant to Section 2 (d) . Licensee shall not allow any motor vehicle to remain parked in such Parking Space for more than seventy-two (72) consecutive hours; and (c) a right to authorize its tenants in the Andreson Building to use the 1999 Parking Spaces (and any additional Parking Space under Section 2 (d) ) in accordance with the terms and provisions of a written rental agreement by and between the Licensee and each such tenant. All Parking Space rental agreements between the Licensee and tenants of the Andreson Building, as authorized herein, shall not impair or extend any of the rights or obligations of either the Agency or the Licensee set forth in this Agreement. Any parking provision in a written rental agreement by and between the Licensee and its tenants in the Andreson Building to use the Parking Spaces, which in the sole discretion of the Agency does not comply with the preceding sentence, shall be voidable at the Agency' s © option. SBEO/0001/DOC/3605-4 2/1/00 dgw 5 Q Section 5 . Parkina SQage License Monthly Fee Payments. (a) Licensee hereby acknowledges and agrees that the sum paid by the Licensee to the Agency under Section 2 (a) (3) shall be earned by the Agency on the Commencement Date and shall not be deemed to be a prepaid Monthly Fee. The payment made by Licensee under Section 2 (a) (3) shall bring current all obligations of Licensee relating to the subject of this Agreement. (b) Licensee shall pay to the Agency the amount of Twenty Four Dollars ($24 .00) per month for the use of each Parking Space which it is licensed to use hereunder (the "Monthly Fee") . The Monthly Fee shall be increased for each additional Parking Space, in addition to the 1999 Parking Spaces, which the Licensee may use under Section 2 (d) . The Monthly Fee payable to the Agency by Licensee for the use of each individual Parking Space shall be adjusted every twenty-four (24) months following the Commencement Date in the same percentage as the United States Department of Labor Consumer Price Index for the San Bernardino/Riverside Metropolitan Area has increased since the Commencement Date or the date of the most recent increase under this Section 5 (b) , whichever date is later. Q (c) Except as provided in Section 2 (a) (4) , Licensee shall make all payments of the Monthly Fee as required under this Section 5 on the tenth (10th) calendar day of each calendar month for which this Agreement is in effect. Licensee shall make all such payments at the address of the Agency set forth in Section 6, below, without further demand of the Agency, except that the Agency shall give notice to the Licensee of the amount, if any, of the increase in the Monthly Fee attributable to changes in the Consumer Price Index as set forth in Section 5 (b) . Section 6 . Notices . All notices, requests, demands or other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person, or within seven (7) days after deposit in the United States Mail, postage prepaid, certified with return receipt requested or otherwise actually delivered to the Agency or the Licensee at their respective addresses listed as follows : Agency: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 ® San Bernardino, California 92401 BBEO/0001/OOC/3606-9 2/1/00 dgw 6 Licensee: Credit Suisse First Boston Mortgage © Capital Corporation c/o Lynn Burkett Crown North Corporation 12750 Merit Drive, Suite #1015 Dallas, Texas 75251 With Copy To: Steve Donell Jalmar Properties 12121 Wilshire Blvd. , Suite #200 Los Angeles, California 90025 or at such other addresses as the Agency or Licensee may designate in writing and notify each other as set forth above. Section 7 . Term of Agreement . (a) The term of this Agreement shall begin on the Commencement Date and end on September 30, 2009. (b) Provided that the Licensee is not then in default this Agreement may be extended for two (2) consecutive additional five (5) year terms at the option of the Licensee. Written notice of the Licensee' s intent to extend the term of this Agreement shall © be given by the Licensee to the Agency at least one hundred eighty (180) days prior to the expiration of this Agreement and one hundred and eighty (180) days prior to the execution of the first five (5) year additional term, if applicable. In no event shall this Agreement be extended to a date which is more than twenty (20) years from the Commencement Date . (c) This Agreement shall terminate sooner upon the termination of the REA or as provided in Section 11 or Section 12 . Section 8 . Possessory Interest Tax i (a) From and after the Commencement Date of this Agreement, in addition to the Monthly Fee, Licensee shall pay when due and prior to delinquency all taxes, assessments, and other charges, including possessory interest taxes levied or imposed by j any governmental entity on the possessory interest of the Licensee in the Parking Spaces . Licensee recognizes that the interests of Licensee in this Agreement shall be subject to the assessment and imposition of a possessory interest tax (as defined in California Revenue and Taxation Code Section 107) by the County of San Bernardino Assessor and Tax Collector, and the Licensee agrees to pay such tax amount (s) as may be so levied with respect to the possessory interests of the Licensee in the Parking Spaces . Osaeo/OOU1/DOC/3605-4 2/1/00 dcjw 7 (b) In the event that the possessory interest of the Licensee in the Parking Spaces and assessments on the Parking Structure are not separately assessed under one or more county tax assessor tax parcel designations for any period of time during the term of this Agreement (e.g. a "joint assessment") the tax liability of the Licensee for any amounts due under Section 8 (a) , above, included in a joint assessment shall be determined by an equitable allocation of the total tax liability assessed to the Parking Structure under such a joint assessment. Such an allocation of the tax liability of the Licensee under a joint assessment shall be determined by the Agency based upon its review of the tax valuations assigned to the Parking Structure (and the possessory interests of the Licensee therein) in the work sheets and assessment records of the County of San Bernardino Assessor relating to any property tax assessment (or supplemental assessment) during the term of this Agreement. The Agency' s reasonable good faith determination of the amount of tax liability allocated to the Licensee from any such joint assessment shall be conclusive and the Licensee shall pay the amount of such equitable allocation of the tax owed by the Licensee to the Agency within thirty (30) days of Licensee' s receipt of the Agency' s determination. The Agency shall promptly remit the amount received from the Licensee under the provisions of this Section 8 to the County of San Bernardino Tax Collector for the account of the © Licensee. (c) Upon the request of the Agency, the Licensee shall execute an appropriate form of notice of responsibility of the Licensee for payment of the taxes due under Section 8 (a) for filing by the Agency with the Office of the County of San Bernardino Assessor and the County of San Bernardino Tax Collector. Section 9. Indemnity and Hold-H- mt On the Commencement Date, the Licensee shall assume all liability to persons which may be attributable or incident to the Licensee's use, possession or occupancy of the 1999 Parking Spaces (including any of the Licensee' s agents, employees, contractors, or the invitees of any of them) . The Licensee further agrees to indemnify, save, hold harmless, and defend the Agency, its officers, agents and employees, from and against all suits, claims, demands or actions, liabilities, judgments, costs and attorneys ' fees arising out of, or in any manner predicated upon personal injury, or death resulting from, related to, caused by or incident to the Licensee ' s negligence in the carrying out of the terms of this Agreement, or breach thereof, or otherwise arising from the use, possession or occupancy of the 1999 Parking Spaces by the Licensee, its agents, employees, contractors, or any of their © invitees excluding however (a) any claims or losses arising from SBEO/0001/DOC/3605-4 2/1/00 dgw 8 the negligence of the Agency, the operator of the Structure, or third parties not authorized by Licensee and (b) construction defects of the Structure. In the event that the Licensee may use additional Parking Spaces as provided in Section 2 (d) , then in such event the provisions of this Section 9 shall be applicable to such additional Parking Spaces. Section 10 . Commercial General L ab l d Premises Casualty Insurance. (a) The Licensee shall obtain and keep in force during the Term of this Agreement a commercial general liability policy of insurance with coverage at least as broad as "Insurance Services Office Commercial General Liability Form (G0001) , " including but not limited to insurance against assumed contractual liability under this Agreement protecting the Agency as an additional insured against claims for bodily injury, personal injury and property loss or damage based upon, involving or arising out of the use, occupancy of the 1999 Parking Spaces (and any additional Parking Spaces which the Licensee may use as provided in Section 2 (d) ) . Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than Two Million Dollars ($2, 000, 000) in the event of bodily injury and death to any number of persons per occurrence. The policy shall not contain any intra- O insured exclusions as between insured persons and organizations, but shall include coverage for liability assumed under this Agreement as an "insured contract" for the performance of the indemnity obligations of the Licensee to the Agency. The limits or exclusions from coverage of such insurance shall not, however, limit the liability of the Licensee nor relieve the Licensee of any other obligation under this Agreement. All insurance to be carried by the Licensee shall be primary to and not contributory to any insurance carried by the Agency. Any and all Agency insurance shall be considered excess insurance only. (b) If and to the extent required by law, the Licensee shall carry and maintain workers' compensation or similar insurance in the form and amounts required by law. (c) All insurance which the Licensee shall carry or maintain pursuant to this Section 10 shall be in such form, for such amounts, and for such periods of time as the Agency may require or approve and shall be issued by an insurance company or companies authorized to do business in the State of California and which maintain during the term of the policy a "General Policy Holder' s Rating" of at least A(v) , as set forth in the then most current edition of "Best' s Insurance Guide" . In no circumstance will the Licensee be entitled to assign to any third party any Qrights of action which the Licensee may have against the Agency. SBEO/0001/00C/3605-4 2/1/00 dg. 9 All policies or endorsements issued by the respective insurers for commercial general liability insurance will name the Agency as an additional insured and provides in substance that: W any loss shall be notwithstanding any act or failure to act or negligence of the Licensee or the Agency or any other person; (ii) no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Agency of written notice thereof; and (iii) the insurer shall have no right of subrogation against the Agency, its officers, agents, or employees . (d) The Licensee shall deliver or cause to be delivered to the Agency, upon the Commencement Date, a binder for its commercial general liability insurance policy evidencing the existence of the insurance coverage required by the Agency and shall also deliver, no later than thirty (30) days prior to the expiration of any such policy, a binder, and upon issuance, a certificate of insurance evidencing each such renewal policy covering the same risks . Section 11. Termination of Agreement Upon Destruction or Casualty Loss (a) At the sole discretion of the Agency, this Agreement © may be terminated by the Agency upon the destruction or irreparable casualty loss to the Parking Spaces or the Structure. No damage, casualty loss compensation or claim shall be a able b the A P Y Y Agency Y to the Licensee or others for any inconvenience, any interruption or cessation of the Licensee ' s business, arising from any damage or casualty loss to the Parking Spaces or the Structure. In no event, shall the Agency be required to rebuild the Parking Spaces or the Structure upon any destruction or casualty loss to the Parking Spaces or the Structure. (b) This Agreement shall automatically terminate upon the substantial destruction of the Andreson Building (more than fifty percent (50%) of the gross leasable area of the Andreson Building) or in the event that the Andreson Building may be acquired by a public agency by execution of eminent domain or by deed in lieu of condemnation. Section 12 . Taking of the PaKkina Spaces_ or Structure By Eminent Domain. (a) In the event that all or substantially all of the Parking Spaces or the Structure shall be taken under the power of eminent domain, this Agreement shall terminate and Licensee shall be thereby relieved of any obligation to pay any license fee as of © the date possession shall be so taken by the condemning public SBEO/0001/DOC/3605-4 2/1/00 dqw 10 agency. In the event that a portion of the Parking Spaces or the Structure shall be taken under the power of eminent domain and the lv) portion of the Parking Spaces or the Structure not so taken will not be reasonably adequate for the operation of the business of the Licensee, this Agreement shall terminate as of the date possession of such portion is taken by the condemning public agency. In either such event, the Licensee hereby irrevocably releases and assigns to the Agency any claim which the Licensee may have to receive just compensation for the loss of such Parking Spaces . (b) Nothing contained in this Section 12 shall be deemed to give the Agency any interest in or require the Licensee to assign to the Agency any separate award or payment made to the Licensee for relocation expenses payable by the condemning public agency to the Licensee under applicable law (e.g. , Government Code Section 7260, et seq. ) . (c) The provisions of this Section 12 shall be the Licensee ' s sole and exclusive remedy in the event of a taking of the Parking Spaces or the Structure in whole or in part by exercise of the power of eminent domain by any condemning agency, including without limitation, the Agency. Section 13 . Relocation of a king Spaces and Temporary Use Interrup inns , `.� (a) The Agency shall have the right, if the 1999 Parking Spaces and additional spaces provided hereunder cannot be provided in the Structure at any time during the term of this Agreement, to substitute alternative parking for any or all of the Parking Spaces whether or not licensed for use by the Licensee, provided that such alternative parking is within a 1000 foot radius measured from the center-point of the Andreson Building. The use by Licensee of any such substituted parking as may hereafter be provided by the Agency in accordance with this Section 13 shall be subject to all of the terms and conditions of this Agreement. (b) If the Agency substitutes alternative parking for any of the Parking Spaces, the Agency shall provide the Licensee with at least sixty (60) days advance written notice of substitution of parking, in the form of Exhibit "D" attached hereto and incorporated herein by this reference. The use by the Licensee of any such substituted parking shall be subject to the same terms and conditions as set forth in this Agreement. (c) Upon reasonable notice, The Agency shall have the right under this Agreement to temporarily close, if necessary, all or any portion of the Parking Spaces, or the Structure, pedestrian © bridge from the Andreson Building to the Structure or the public SBEO/0001/DOC/3605-4 2/1/00 dqw 1 1 streets accessing the Structure for the construction of improvements, repairs or alterations to said areas and to do or perform such other acts in, to and with respect to such areas, as the Agency determines to be appropriate. Section 14 . Rules and R auutations . (a) During the term of this Agreement, the Licensee shall comply with all rules and regulations applicable to the Parking Spaces and the Structure, including any sticker or other identification system in effect or to be established by the operator of the Structure ("Operator") or the Agency. The Agency and/or the Operator reserve the right to modify and/or adopt such reasonable rules and regulations for the Parking Spaces and/or the Structure as it deems necessary for the operation of the Structure including without limiting the reinstitution of the parking control system affecting the Parking Spaces as set forth in Section 5 of the 1982 Andreson Building Parking License, if deemed necessary by the Agency. The Agency and/or the Operator may refuse to admit any person who violates such rules to park in the Parking Spaces and/or the Structure. Any violation of the rules shall subject the car to removal from the Parking Spaces and/or Structure. In either event, any parking sticker or other form of identification issued in accordance with the rules and regulations of the Structure and/or © Parking Spaces shall be immediately returned to the Agency or the Operator. (b) The Agency and/or the Operator may enforce, or authorize third parties to enforce, any rules and regulations regarding the Parking Spaces and/or the Structure, in a non- discriminatory manner, against all users of the Parking Spaces and/or the Structure. The Agency and/or the Operator may authorize the City of San Bernardino to enforce all applicable traffic laws and municipal parking facility regulations against all users of the Parking Spaces and/or the Structure pursuant to California Vehicle Code Section 21107 . 8 and/or other applicable law. Section 15 . Improvement or Alteration of Pa k n $pac - or the Structure. Licensee shall not make or permit to be made any alterations, additions, improvements or changes in the Parking Spaces or the Structure, without in each case first obtaining the written consent of the Agency except as set forth in Section 3 . It is understood and agreed by the Licensee and the Agency that all improvements made to the Parking Spaces or the Structure by either of them shall immediately become the property of the Agency and shall remain the property of the Agency upon expiration or © termination of this Agreement. SBEO/0001/DOC/3605-4 2/1/00 dgw 12 Section 16. Prohibition of ; ns. Licensee shall never, under any circumstances, have the power to subject the interest of the Agency and/or the Structure to any mechanic' s, construction or materialmen' s liens or lien of any kind. Section 17 . Utilities and Maintenance of Pa k' na Spaces The Agency and/or the Operator shall cause the Parking Spaces and the Structure to be maintained in conformance with generally accepted parking lot maintenance standards. The Agency and/or the Operator shall pay for all costs of utilities associated with the use of the Parking Spaces and the Structure. Section 18 . Defaults Breach and Termination for Cause . (a) Failure or delay by either party to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within © thirty (30) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default . In the event that a default of either party may remain uncured for more than thirty Y 0( ) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings . © SBEO/0001/DOC/3605-4 2/1/00 dgw 13 (b) The Agency may terminate this Agreement for any material breach by the Licensee in the performance of any of the terms, covenants or conditions of this Agreement and the failure of the Licensee to remedy, or to undertake to remedy, the breach to the Agency' s satisfaction for a period of seven (7) days after receipt of notice from the Agency. This provision shall be cumulative with all other remedies available to the Agency as provided by this Agreement and by applicable law. Section 19. Right of Entry. At all times during normal business hours, free access to the Parking Spaces shall be given to representatives of the Agency for purposes of inspecting the Parking Spaces and the Parking Structure. Section 20. Non-Discrimination. Licensee shall not discriminate against any person in the use of the Parking Spaces and the Parking Structure on the basis of any person' s race, color, religion, sex or national origin. Section 21 . Compliance with Laws and Regulations . © The Licensee shall obtain, at its own expense, all required and necessary licenses and permits to comply with all laws and regulations of the United States of America, the State of California, the County of San Bernardino and the City of San Bernardino, as may pertain to the Licensee' s use of the Parking Spaces and the Structure. This Agreement is expressly subject to all terms and conditions of bonds used to acquire the Parking Spaces and the Structure, if any, and the Licensee shall comply with such terms and conditions . Licensee shall comply with all local, state and federal directives, orders and laws as applicable to this Agreement. Section 22 . Entire Aareempnt. This Agreement, including exhibits, if any, constitutes the entire agreement between the Agency and the Licensee and shall be governed by and interpreted in accordance with the laws of the State of California. No modification of this Agreement will be valid, unless made in writing and executed by the authorized officers of both the Agency and the Licensee. This Agreement supersedes and nullifies any and all previous agreements regarding the Parking Spaces or the Parking Structure between the Agency and the Licensee or their predecessors. © SBEO/0001/DOC/3605-4 2/1/00 dgw 14 Section 23 . Sever_ rabi i ty_. Should any section or part of any section of this Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid or unenforceable any other section or any other part of any section in this Agreement. Section 24 . Heading Titles . Section headings are inserted in this Agreement for convenience and reference only, and in no way define, limit or otherwise describe the scope or intent of any of the provisions of this Agreement. Section 25 . Approvals . Notwithstanding any language to the contrary contained in this Agreement, this Agreement, and any amendments hereto, shall not be binding upon the Agency until approved by the Community Development Commission of the City of San Bernardino and executed by an authorized representative of the Agency. The Executive Director of the Agency is authorized to sign amendments to this Agreement which are of a routine or technical nature, including © designation of alternative parking spaces, from time-to-time. Section 26. Attorney' s FAA and Costs . If either party to this Agreement files or brings any action or proceeding against the other party arising out of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorney' s fees and costs from such action. For the purposes hereof the words "attorney' s fee" includes the salaries and benefits of the lawyers employed in the Office of the City Attorney of the City who may provide legal services in connection with any such action or may be brought by the Agency. Section 27 . Successors and Aasans , This Agreement shall be binding upon and inure to the benefits of the Agency and the Licensee and their respective heirs, executors administrators, legal representatives, successors and assigns provided however that the Licensee shall not assign, sublease, relicense or otherwise authorize a third party to use any Parking Space unless such third party is a tenant or invitees of the Licensee in the Andreson Building or is a successor owner of the Andreson Building and in no event shall the interest of the Licensee be transferred or assigned without the prior written © consent of the Agency given at least thirty (30) days in advance of SBEO/0001/DOC/3605-4 2/1/00 dgw 15 any said assignment or transfer. The Agency shall not unreasonably withhold its consent to a transfer or assignment which complies with the terms and provisions of this Section 27 . Section 28 . Execution in Counterparts. This Agreement may be executed in counterpart originals, each of which shall be deemed to be an original. Section 29 . Waivers . No waiver by the Agency of any default or breach of any term, covenant or condition hereof by the Licensee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent default or breach by the Licensee of the same or of any other term, covenant or condition hereof. The Agency' s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of the Agency' s consent to, or approval of, any subsequent or similar act by the Licensee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Agreement requiring such consent. Regardless of the Agency' s knowledge of a default or breach at the time of accepting any payment under this Agreement, the acceptance of such payment by the Agency shall not be a waiver of any preceding default or breach by ® the Licensee of any provision hereof, other than the failure of Licensee to make the particular payment so accepted. Any payment given the Agency by the Licensee may be accepted by the Agency on account of moneys or damages due the Agency, notwithstanding any qualifying statements or conditions made by the Licensee in connection therewith, which statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by the Agency at or before the time of deposit of such payment. Section 30 . Ciamulative Remedies . No remedy or election hereunder shall be deemed exclusive and shall be cumulative with all other remedies at law or in equity. © SBEO/0001/DOC/3605-4 2/1/00 dgw 1 WHEREFOR the authorized representatives of the parties have executed this Agreement as of the date indicated next to the signatures of each of them. LICENSEE Credit Suisse First Boston Mortgage Capital Corporation, a Delaware corporation Dated: "(10 ep By: !� ld. _ \A�f Title: Vp AGENCY Redevelopment Agency of the City of San Bernardino, a public body corporate and politic © Dated: Mayor Judith Valles, Chair of the Community Development Commission of the City of San Bernardino Approved As To Form: gencyVCounsel Agency Secretary SMIAL SBEO/0001/DOC/3605-4 2/1/00 dqv 17 EXHIBIT "A" [Legal Description of the Andreson Building] SBE010001/DOC/3605-4 211100 dgw 18 EXHIBIT "B" [Vicinity Map Showing Location of Andreson Building in Relation to the Structure] p SBEO/0001/DOC/3605-9 2/1/00 dqw 19 iV iar� - ::� a 117' Y ~rte ° y = ::::: gyp• �a. '� 103, 1 .. a 77 e 66o LI. _ ..... 112 I'� p O Y TQ /ll •/ III; •� ; 9371 ...................... ..�7 I11.73 Y y > _ :z �• 0 V '� A I I I I I s3e.ot' THAT PORTION OF LOT 1. BLOCK 21. IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PEA PLAT RECORDED M BOOK 7 OF MAPS, PAGE 1, RECORDS OF SAID COUNTY. BEGINNBNG AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE NORT11 89 Dtu. JT 05" WP.ST ALONG THE SOUTH LINE OF SAID LOT 1. A DISTANCE OF 98.60 FEET,THENCE• NORTH O DEG. 11' 09" WEST 1:6.00 FEET: THENCE NORTH 3A DEG. IT 10" WEST 26.67 FEET: (RECORD :5.78 FEET) TO TH£ WESTERLY PROLONGATION OF THE NORTH FACE OF TTIE NORTH WALL OF A FIVE STORY STEEL AND CONCRETE 8LMDWG KNOWN AS THE ANDKESON BUILDING: THENCE NORTH 89 DEG, 51' 23" HAST ALONG SAID PROLONGATION LINE AND ALONG THE NORTH FACE OF SAID NORTH WALL. 117.34 FEET TO THE EAs f LINE OF SAID LOT l;THENCE SOUTH 0 DEG. 04. 20" EAST ALONG SAID EAST LNE, 148.41 FFET (RECORD 149.43 FEET)TO THE POINT OF BEGINNING. SAID PROPERTY IS NOW KNOWN AS PARCEL 17 OF PARCEL MAP 688, AS PER PLAT RECORDED IN PARCEL, MAP BOOK 25, PAGES 47 TO 58. INCLUSIVE, RECORDS OF SAID COUNTY. A NON-EXCLUSIVE EASEMENT OVER AND ACROSS THOSE PORTIONS OF LOTS I AND Z. BLOCK 21. IN THE CITY OF SAN BERNARDNO, IN THE COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA. AS PER PLAT RECORDED IN BOOK 7 OF MAPS, PACE 1, RECORD) OF SAID COUNT'!, DESIGNATED AS AGENCY PARKING PARCEL ON EXHIBITS "A" AND "D• OR THAT CERTAIN DECLARATION OF RESTRICTIONS, CONSTRUCTION, OPERATIONS. RESTRICTIONS AND EASEMENT AGREEMENT, RECORDED DECEMBF,R 24, 1970, N BOOK 7590. PAGE 230, OFFICIAL RECORDS OF SAN BERNARDINO COUNTY.CALIFORNIA. THIS NON-EXCLUSIVE EASEMENT OF ACCriS SHALL BE RESTRICTED"TO THE TRAFFIC FLOW LANES AND WALKWAYS. AS INDICATED ON SAID EXHIBIT "D" OF SAID i ,,rKOCAL EASEMENT AGREEMENT AND IS FOR THE PURPOSE OF PROVIDING PEDESTRIAN AND VEHICULAR ACCESS TO TIE NORTHWEST PORTION OF PROPERTY OWNED BY GRANTEE. INDICATED AS PARCEL.1.ON �/3�oD CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: April 5, 2000 TO: Gary Van Osdel FROM: Melanie Miller, Senior Secretary RE: Transmitting Documents for Signature Attached are the following original documents: Resolution CDC 2000-7 and 2 original agreements Please sign where indicated. Please return EVERYTHING to the City Office Clerk's O i , as soon as possible to my attention. If you have any questions, please do not hesitate to contact me at ext. 3212. Thank you. Rachel Clark City Clerk By: Melanie Miller Senior Secretary I hereby acknowledge recei t of the above mentioned documents. Signed: Date: