HomeMy WebLinkAboutRS1- Development Department L VELOPMENT DEPARTME114T
OF THE CITY OF SAN BERNARDINO
Cl REQUEST FOR COMMISSION/COUNCIL ACTION
FROM: KENNETH J. HENDERSON SUBJECT: JERSEY SPORTS BAR
Executive Director
DATE: July 16, 1993
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Synopsis of Previous Commission/Council/Committee Action (s):
On March 8, 1993, the Community Development Commission granted conceptual approval of a $1,188,300 loan
guarantee and a ten (10) year extension of a $923,000 tax-exempt Industrial Development Bond.
On March 22, 1993, the Community Development Commission authorized initial extensions of the original
Industrial Development Bond (IDB), an additional nine (9) year extension of the IDB, the sale of the IDB, the
execution of an Owner Participation Agreement and Loan Guarantee in the amount of$1,125,000 and a short-
term loan of$25,000 to the proposed borrower.
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Recommended Motion(s):
(Community Develo_nment Commission)
MOTION: That the Community Development Commission approve the form of an Owner Participation
Agreement between the Redevelopment Agency, Colorado Consulting Limited Liability
Company and Fox Bros., a general partnership and a $1,125,000 Loan Guarantee with Valley
Bank, covering costs associated with the Jersey Sports Bar project; also that the Executive
Director be authorized to execute all documentation necessary for the implementation of the
project.
Adm 'strator KENNE' J- REND RSON
Executive Director
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Contact Person(s): Kenneth J. Henderson/John M. Wood _
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Phone: 5081
Project Area(s): Central C�North (CCN)
Ward(s): One (I)
Supporting Data Attached: Staff Repo_rt; Development Fact Sheet; Owner Participation Agreement
FUNDING REQUIREMENTS: Amount: $1,125,000 Cont Liab Source: Guarantee
Budget Authority: Requested
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Commission/Council Notes: -----------------------------------------------
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JH:JMWaag:jersey.agd - ----------------
(W COMMISSION MEETING AGENDA
MEETING DATE: 07/19/1993
\' f
Agenda Item Number:
DE ' ' LOPMENT DEPARTN� " NT
STAFF REPORT
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Jersey rse.y S orts Bar
On March 8, 1993, the Community Development Commission granted conceptual approval of
a $1,125,000 loan guarantee for Heritage Investors ("Heritage"). The loan guarantee will
assist Jersey Sports Bar ("Jersey"), pursuant to business attraction efforts aimed at securing a
quality anchor tenant for the historic Heritage Building. Also approved in concept was a ten
(10) year extension of a tax-exempt Industrial Development Bond ("IDB"), in the original
amount of $923,000. On March 22, 1993, the conceptual approvals were formally ratified.
By way of recapitulation, Jersey is an upscale restaurant and billiards parlor which will
provide dining and entertainment from 6:00 a.m., until 2:00 a.m. It is precisely the type of
elegant attraction that staff has worked for years to locate in downtown San Bernardino and it
will help to fill the void caused by the closing of Court Street West. Jersey projects gross
annual sales of $5 million, a staff of eighty (80) and new property and utility tax increment
revenue. The capture of this important tenant will also prevent another downtown office
building from becoming vacant.
Financing has been arranged through Valley Bank of Moreno Valley. As it turned out, the
IDB which was to have been extended will not be. Instead, it will be paid off from loan
proceeds at the close of escrow. In addition, as indicated in the motion, the agreement will
be between the Agency and Colorado Consulting Limited Liability Company (Russ Hatle) and
the Fox Bros., a general partnership (Ray Fox) rather than Heritage Investors, as identified in
the March 22, 1993 staff report. The modifications result from the transaction
the proposed extension of the tax-exempt IDB financing to conventional financing changing from
Ample security for the Agency has been negotiated with the borrowers. Personal guarantees
will be executed by Russ Hatle, for Colorado Consulting Limited Liability Company and Ray
Fox, for Fox Brothers. Moreover, an appraisal was recently completed on the subject
property, placing the value at $1,700,000. The resulting loan-to-value ratio of sixty-six
percent (66%) is well within acceptable current lending standards.
In terms of project timeframes, Jersey has begun the demolition of old tenant improvements
and wants to complete the project as soon as possible. To assist, staff is requesting that the
Executive Director be granted the authority to execute all implementing documentation. Draft
documentation has been attached to this staff report.
----vIW:----jersey--- -----------------------------------------------------------------------------------------------
COMMISSION MEETING AGENDA
MEETING DATE: 07/19/1993
Agenda Item Number: ,tiJ
DEVELOPMENT DEPA. .4ENT STAFF REPORT
Jersey Sports Bar
July 16, 1993
Page Number -2-
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In conclusion, staff feels that Jersey would make an excellent addition to the existing
downtown business mix. As an upscale restaurant, it helps to satisfy the continuing need for
additional eating establishments in the City's core, while adding significantly to the City's
sales tax revenues and employment base. Moreover, the proposed assistance will prevent yet
another downtown office building from becoming vacant.
Attached for your reference is a fact sheet on the subject project which was prepared by
Heritage and a copy of the draft Owner Participation Agreement.
Staff recommends adoption of the form motion.
vv k( "'1
KENNETH I ENDERSON, Executive Director
Development Department
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JH:JMW:1agJersey.agd COMMISSION MEETING AGENDA
MEETING DATE: 07/19/1993
Agenda Item Number: le- /
HERITAGE OFFICE BUILDING
ECONOMIC DEVELOPMENT AGENCY LOAN GUARANTEE
Fact Sheet
Furoose of loan �uarantPP - To provide funding to complete tenant improvements,
remodeling and improvement to 1993 ADA standards of the historic Heritage Office
Building located at 440 West Court Street in San Bernardino.
Fuildine Tenant -Jersey's Sports Grille, an upscale restaurant and billiards club, which will
occupy the property on a ten year lease, only if the loan guarantee is completed.
_T�nant's ment Invest -The tenant will invest over one 51,000,000 in tenant improvements in
addition to that portion of loan proceeds which will be used to fund owner's tenant
improvements.
Ilse of Fundc - See the attached Source & Use of Funds.
`�- q, ✓, ���C ec' C
Pro r V 1 - An appraisal has=E been completed appraising the value of the property
with all a tenant improvements in place and the building occupied by Jerseys Sports
Grille. An economic analysis of the project has been completed by Community National
Corporation which indicates the following value:
Economic value - $1,695,000.
Replacement cost - $2,075,000.
C _Loan to value - 67%
y r m I n - 1.44
to 1.
$eneflts to the Cir., - The city will gain a long sought feature for its downtown
redevelopment area which will attract a clientele of urban professionals. Not only will the
first class food operation serve breakfast and lunch, but also the restaurant serving dinner
and upscale billiard club activities will attract activity to the downtown center after business
hours.
Additionally, the Agency will gain tax increment from the improvements to be made to the
building and the increased assessed value.
Finally the City will gain sales tax revenue from the taxable sales made on premises.
m rovements n hP made W rhP real ro�-
Install new bathrooms on all three floors to meet 1993 Federal Government
mandated ADA standards.
Make all other necessary modifications and repairs necessary to meet
federally mandated 1993 ADA standards.
Install new heating, ventilating, air conditioning system.
�_ Install new three floor glass elevator.
Restore all marble, brass and other original elements of
the building.
Maintain the original 1929 hand painted ceiling.
Install complete tenant improvements for restaurant and bar operation.
they outetanrt;no fP]r,M - Marble floors, hand painted art deco ceiling from 1929, brass
bannisters, classic baroque architecture.
Borrower- The borrowing partnership is comprised of the locally owned and operated Fox
Bros., a partnership and a Colorado investment company which is mana ed b the locally
owned and operated Community National Corporation. Community National by
has successfully completed more than 60 acres of land development and more than square feet of industrial and office space within the redevelopment areas of the C ty of'Sa�n
Bernardino. Projects completed by Community National Corporation have contributed
millions of dollars of tax increment revenue to the Agency.
1 1-r— al s nnon - The project is supported by combined net worth in excess of$3,000,000.
Financial statements have been provided to the Agency financial consultant on:
The borrowers.
The tenant.
The tenants General & Limited Partners.
hOonaes/de/WndS
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JUL 16 '93 02:55PM
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RECORDING REQUESTED 8Ys'
REDEVELOPMENT AGENCY OF THE CITY OF BAN BERNARDINO
AND WREN RECORDED RETURN TO:
SABO 6 GREENr
a Professional Corporation
Suite 400
6320 Canoga Avenue
Woodland Hills, California 91367
(space Abovm for R®corder,%s Use)
RE O M NT AGENCY OF THR CITY OR SpLN IIT.DAt 11DTr��
g_ AR_TIOI�ATIO�P AgRBE�'��+�+
HERITAGE OFFICE BUILDING, LTD.
BY and Between
REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
and
HERITAGE OFFICE BUILDING, LTD. ,
a California Limited Partnership
JUL 16 '93 02:55PM
TABLE OF CONTENTS
PAU
I. [100] SUBJECT OF AGREEMENT
A. [101] Purpose Of Agreement 1
B. [102] The Redevelopment Plan 2
C. [103] The site . . . . . . .. . . 2
D. [104] Parties to the Agreement . . . . . . . . . 2
1. (105] The Agency . . . . . . . . . 2
2. (106) The Participant . . . . . . 3
3. [107] Prohibition Against Change in
Ownership, Management and
Control of the Participant . . . 3
4. [108] Benefit to Project Area . . . . . , , 4
II. [200] AGENCY ASSISTANCE
(201] Agency Guarantee 5
III. [300] IMPROVEMENT OF THE SITE
A. (301] Improvement by Participant 6
1. [302] Scope of Development 6
2. [303] Cost of Construction 6
3. [304] Renovation and Rehabilitation Schedule 6
4. [305) Bodily Injury and
Property Damage Insurance 7
5. [306) City and Other Governmental
Agency Permits . . . . . . . . . . a
6. [307] Rights of Access . . . . . & 9
7. (308] Local, state and Federal Laws . . . . 9
8. [309] Antidiscrimination During
Construction . . . . . . . . . . . . 10
B. [310) Taxes, Assessments, Encumbrances
and Lions . . . . . . . . 10
C. (311] Prohibition Against Transfer of
the Site, the Buildings or
Structures Thereon and Assignment
of Agreement . . . . . . . . . 10
D. [3121 Agency Guarantee; Deed of Trust,
Personal Guarantee of Participant
Obligation . . . . . . . . . . . . 11
1• [313] Agency Guarantee . . . . . . . it
2• [314] Deed of Trust . . . . . . . . . . . 11
3• [314A] Personal Guarantee of Participant
Obligation . . . . . . , • 12
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JUL 16 '93 02:56PM
49 (314B) Payment of Outstanding Taxes,
Assessments and Fees on the Project 12
E. [315] Mortgage, Deed of Trust, Sale
and Lease-Baok Financing;
Rights of Holders . . . . . . . . . . . . 12
1. [316] No Encumbrances Except Mortgages,
Deeds of Trust or Sale
and Lease-Back for Development 12
2. [316A] Payment of Bank Fees 13
F. [317] Right of Agency to Satisfy Other
Liens On The Site . . . . . . 13
G. [318] Release of Deed of Trust 14
H. [319] Certificate of Completion 14
IV. [400] USES OF SITE
A. [401] Uses - Covenants Running With the Land 15
B. [402] Maintenance of the Site . . . . . . . . . 1?
C. [403] Effect of Violation of the Terms
and Provisions of this Agreement
After Completion of Construction . . . . 18
V. [500] GENERAL PROVISIONS
A. (501] Notices, Demands and Communications
Between the Parties . . . . . . . . . 19
E. [502] Conflicts of Interest; Nonliability 20
C. [503] Enforced Delay; Extension of
Tunes of Performance . . . . . . . 20
D. [504] Inspection of Books and Records . 21
VI. [600] DEFAULTS AND REMEDIES
A. [601] Defaults - - General 22
B. [602] Legal Actions . . . . . . . . 22
1. [603] Institution of Legal Actions . . . . 82
2. [604] Applicable Law . . . . . . . . . . . 23
3. [605] Acceptance of Service of Process 23
C. [606] Rights and Remedies are Cumulative . . . 23
D. [607] Inaction Not a Waiver of Default . . . . 23
E. [608] Ramadies . . . . . . 24
. . . . . . . . .
1. (609] Damages . . . . . .
• 24
VII. [700] SPECIAL PROVISIONS
A. [701] Submission of Documents to
Agency for Approval . . . . . 24
B. [702] Successors in Interest . . . . . . . . . 25
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VIII. [800] ENTIRE AGREEMENT, WAIVERS . . . . . . 25
i
IX. [900) TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
A. [901] Time for Acceptance . . . . . . . . . . . 26
6 ATTACHMENT NO. 1 - LEGAL DESCRIPTION OF THE SITE
ATTACHMENT NO. 2 - AGENCY GUARANTEE AGREEMENT
ATTACHMENT NO. 3 - SCOPE OF DEVELOPMENT
ATTACHMENT NO. 4 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 5 - DEED OF TRUST WITH ASSIGNMENT OF RENTS
ATTACHMENT NO. 6 - CERTIFICATE OF COMPLETION
ATTACHMENT NO. 7 - PERSONAL GUARANTEE
(ifi)
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JUL 16 193 02:56PM
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88x0\0008\DCC\3
7\16\93 210 df
91P ER PARTICIPAmmy AGR F'bt�ur+
THIS AGREEMENT IS ENTERED INTO this day of
1993, by and between the REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO (the "Agency„) , and HERITAGE OFFICE
BUILDING, LTD. F a California Limited Partnership (the
"Participant,i) . Agency and Participant hereby agree as follows:
I. [100] SUBJECT OF AGREEMENT
A. {101) R-uroose of AcMtemen
The purpose of thin Agreement is to effectuate the
Redevelopment Plan for the Central City North Redevelopment Project
(the "Redevelopment Plan") by providing for Agency assistance to
Participant in connection with the improvement of the Site, as
hereinafter defined, which ig located within the Central City North
Redevelopment Project Area (the "Project Area") and which
improvements Will provide for economic development which will
directly benefit the Project Area. The completion of the
improvements on the Site pursuant to this Agreement is in the vital
and best interests of the City of San Bernardino, California (the
"City") and the health, safety and welfare of its residents, and in
accord with the public purposes and provisions of applicable state
and local laws and requirements under which the Redevelopment Plan
has been undertaken.
JUL 16 193 02:57PM
P.7
B. [102] The Re eve pment Plan
The Redevelopment Plan was approved by Ordinance of the
Common Council of the City of San Bernardino; said ordinance and
the Redevelopment Plan as so approved are incorporated herein by
reference. The Redevelopment Plan provides for the undertaking of
redevelopment activities.
C. [103] The Site
The Site is that certain real property generally located
at 440 West Court street in the City of San Bernardino and as more
fully described in the "Legal Description of the Site", which is
attached hereto as Attachment No. 1 and is incorporated herein by
this reference.
D. [104] parties to thggrent
1. [105] T e encx
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 of the
State of California (Health and Safety Code Section 33020, ,1 gfiq.)
The principal office of the Agency is located at 201 North "E"
Street, San Bernardino, California 92401.
"Agency", as used in this Agreement, includes the
Community Development Commission of the City of San Bernardino, the
Economic Development Agency of the City of San Bernardino, the
Redevelopment Agency of the City of San Bernardino and any assignee
Of or successor to their rights, powers and responsibilities.
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JUL 16 '93 02:57PM
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2. [106] Th_ PArt?,ci rant
The principal office and mailing address of the
Participant for purposes of this Agreement is 1731-A orange Tree
Lane, Redlands, California 92374, Attn: Russell Hatle.
3. [107 j Prohib �ae i r own rs in
Manacement and Control of he
ka tic pant
The qualifications and identity of the Participant are of
Particular concern to the Agency. It is because of those
qualifications and identity that the Agency has entered into this
Agreement with the Participant. No voluntary or involuntary
successor in interest of the Participant shall acquire any rights
or powers under this Agreement except as expressly set forth
herein.
The Participant shall not assign all or any part of this
Agreement or any rights hereunder without the prior written
approval of the Agency, which approval the Agency may grant,
Withhold or deny at its discretion which discretion shall be
exercised reasonably and in good faith. In the event Of such
transfer or assignment: (1) the assignee shall expressly assume the
obligations of the Participant pursuant to this Agreement in
writing satisfactory to the Agency; (2) the original Participant
shall remain fully responsible for the performance and liable for
the obligations of the Participant pursuant to this Agreement; and
(3) any guarantees provided to assure the performance of the
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JUL 16 '93 02:58PM
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Participant's obligations under this Agreement shall remain in full
force and effect.
In the absence of specific written agreement by the
Agency, no such transfer, assignment or approval by the Agency
shall be deemed to relieve the Participant or any other party from
any obligation under this Agreement.
All of the terms, covenants and conditions of this
Agreement shall be binding upon and shall inure to the benefit of
the Participant and the permitted successors and assigns of the
Participant. Whenever the term "Participants' is used herein, such
term shall include any other permitted successors and assigns as
herein provided.
The restrictions of this Section 107 shall terminate and
be of no further force and effect upon the repayment in full of the _
loan to which the Guarantee (as hereinafter defined) applies.
4. [108] Benefit to Proje� Area
Agency has determined that the development of the Site in
accordance with this Agreement will eliminate blight and provide a
benefit to the Project Area through an increase in sales tax
revenues.
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JUL 16 193 02:5BPM
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II. [200] AGENCY ASSISTANCE
A. [201] Aaencv Guaran ee
Agency agrees to guarantee (the "Guarantee") repayment by
Participant of a certain loan in favor of Valley Bank, a California
corporation, or such other lender as the Agency may approve in
writing, which loan is to be in a principal amount equal to One
Million One Hundred Twenty Five Thousand Dollars ($1, 125,000)
(hereinafter referred to as the "Participant Loan") , as follows.
The proceeds of the Participant Loan are to be used by Participant
to repay an existing loan on the site, pay certain fees and taxes
owed in connection with the Site and to ca
useAth® renovation of an
existing building on the Site, for the creation of a billiards club
and restaurant (the "Project") . The Guarantee shall be reflected
in a certain Guarantee Agreement in favor of the lender, as
provided in Section 312 hereof, and shall be in a form
substantially similar to Attachment No. 2 attached hereto and
incorporated herein by reference. In consideration for the
Agency's provision of the Guarantee, the Participant shall cause
the completion of the Project in accordance with the Schedule of
Performance (See Section 304) and shall execute a Deed of Trust
conveying title to the site in favor of the Agency as provided in
Section 314 hereof.
The Agency's obligation with respect to the execution and
provision of the Guarantee shall become binding only upon receipt
by the Participant of all necessary entitlements and permits as
provided in section 306 hereof, and at such time as the Agency has
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JUL 16 '93 02:58PM
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P.11
received an executed original of this Agreement and a Dead of Trust
conveying title to the Site.
III. [300] IMPROVEMENT OF THE SITE
A. [3 01] �mnrOVemer,t by Pa tic+ra++*
Participant and Agency agree that the central purpose of
this Agreement is to provide for the renovation of the existing
building on the Site in order to increase business and sales
related to the Site by conforming the Site for use as a billiards
club and restaurant.
1• [302] Scone of beve�onment
The Site $hall be developed by Participant as provided in
the "Scope of Development's, which is attached hereto as Attachment
No. 3 and is incorporated herein and in a manner consistent With
the provisions of the Redevelopment Plan.
Z• [303] Cost of Consi-rur�-i.,,,
The cost of constructing the project shall be borne
solely by Participant. The Agency shall have no obligations, other
than as expressly set forth herein, with respect to the funding of
the project.
3• [304] Renovaf_on a d Rflhabilitation S horn��Q
Upon execution of this Agreement, Participant will
promptly begin and diligently prosecute to completion the
renovation of the Project. Participant shall begin and complete
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JUL 16 193 02:59PM
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r
all renovation and development of the Project within the times
specified in the "Schedule of Performance" which is attached hereto
as Attachment No. 4 and incorporated herein. Participant shall
strictly conform to all time requirements and limitations sat forth
in this Agreement.
4. [305] sodily Iniu v and Prop®,rty Dsmaae
Insurance
Participant shall defend, assume all responsibility for
and hold the Agency, the City and their respective officers, agents
and employees, harmless from all claims or suits for, and damages
to, property and injuries to persons, including accidental death
(including attorneys, fees and costs) , which may be caused by any
of Participant's activities under this Agreement, whether such
activities or performance thereof be by the Participant or anyone
directly or indirectly employed or contracted with by Participant
and whether such damage shall accrue or be discovered before or _
after termination of this Agreement. Participant shall take out
and maintain a comprehensive liability and property damage policy
in the amount of One Million Dollars ($1,000,000) combined single
limit, including contractual public liability, and shall protect
City and Agency from claims for damages arising out of Participants
activitiee under this Agreement a$ described hereinabove, until two
(a) years after the expiration of the Guarantee.
Participant shall furnish a certificate of insurance
countersigned by an authorized agent of the insurance carrier on a
form of the insurance carrier setting forth the general provisions
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Of the insurance coverage. This countersigned certificate shall
name the City and Agency and their respective officers, agents, and
employees as additional insureds under the policy. The certificate
by the insurance carrier shall contain a statement Of obligation on
the part of the carrier to notify City and the Agency of any
material change, cancellation or termination of the coverage at
least thirty (30) days in advance of the effective date of any such
material change, cancellation or termination. Coverage provided
hereunder by Participant shall be primary insurance and not
contributing with any insurance maintained by Agency or City, and
the policy shall contain such an endorsement. The insurance policy
or the certificate of insurance shall contain a waiver of
subrogation for the benefit of the City and agency.
Participant shall furnish or cause to be furnished to
Agency evidence satisfactory to Agency that any contractor with
whom it has contracted for the performance of work on the Site or
otherwise pursuant to this Agreement carries workers, compensation
insurance as required by law.
5• [306] C v and Other Ce r rn,ne.►as�
Actencv per,,,i+e
The Guarantee shall be contingent upon the Participant,
at its own expense, securing or causing to be secured, any and all
permits for all necessary on-site and off-site improvements which
may be required by the City or any other governmental agency having
jurisdiction over such construction, development or work.
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Nothing contained in this Agreement shall be deemed to be
an approval by the City of any application or permit required to be
obtained by Participant from the City.
64 [3 07] Rights o AM99
For the purpose of assuring compliance with this
Agreement, representatives of Aganoy and the City shall have the
right of access to the Site, without charges or fees, at normal
construction hours during the period of work for the purposes of
this Agreement, including, but not limited to, the inspection or
e
the work being performed in constructing the improvements, so long
as they comply with all safety rules. such representatives of
Agency or of the City shall be those who are so identified in
writing by the Executive Director of Agency. Agency shall hold the
Participant harmless from any bodily injury or related damages
arising out of the activities of Agency and the city as referred to
in this Section 307 and resulting from the gross negligence or
willful misconduct of the City or Agency. This Section 307 shall
not be deemed to diminish or limit any rights which the City or
Agency May have by operation of law irrespective of this Agreement.
7• [308] local, 6tatcs and L"WA
Participant shall carry out the Project and all related
activities on the site in conformity with all applicable laws,
including all applicable federal and state labor standards;
provided, however, Participant and its contractors, successors,
assigns, transferees and lessees are not waiving their rights to
contest any such laws, rules or standards. Participant and its
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JUL 16 '93 03:00PM
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contractors and gub-contractors shall pay prevailing wages to all
employees with respect to the Project.
a. [309) idiscrimina i nn nurj g COria�,� ��t inn
Participant, for itself and successors and assigns,
agrees that in the construction of the improvements provided for in
this Agreement, Participant shall not discriminate against any
employee or applicant for employment because of race, color, creed,
religion, age, sex, marital status, handicap, national origin or
ancestry.
B. [310] Taxes AS9eSam�ellt9 E`pu ranrs� 8rid L�en�
Prior to expiration of the Guarantee, Participant shall
not place or allow to be placed on the Site or any part thereof any
mortgage, trust deed, encumbrance or lien without the exprogg prior
written consent of the Agency. Such written consent shall not be
unreasonably withheld to the extent the Participant enters into a
loan agreement for the construction or permanent financing related
to the Project which shall be executed herewith.
C. [311J rehibition Aaa�nst Tran�efe.r �� the lit
g-th@
Buildsnas or s ructures h�*reon and As i
of Aarera,n®n
Prior to expiration of the Guarantee, Participant shall
not, except as permitted by this Agreement, without the prior
written approval of Agency, which approval shall not be
unreasonably withheld, make any total or partial gale, transfer,
conveyance, ass gnme t or lease of the whole or any pert of the
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JUL 16 193 03:01PM
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Site or of the buildings or Structures on the Site. This
prohibition shall not be deemed to prevent a transfer expressly
permitted pursuant to Section 107 of this Agreement, or the
granting of temporary or permanent easements or permits to
facilitate the development of the Site. In addition, Participant
agrees the lease which shall be entered with the tenant which shall
occupy the Site for the operation of a billiards club and
restaurant shall be for a period of ten (10) years, subject to two
five (5) year options.
D. [312] Gu tee• Deed of Trust: pernnnal
Guarantee of Participant Ob iaat n*+
1. [313] A ®ncy Gua antee
The Agency shall execute the Agency Guarantee in
substantially the farm as attached hereto as Attachment No. 2,
which Agency Guarantee shall be in favor of the lender described
there n. T e Agency's obligation to guarantee the loan to the
Participant for the purposes of completing the Project shall be
limited to an amount equal to One Million One Hundred Twenty rive
Thousand Dollars ($1,125,000) . In consideration for providing the
Agency Guarantee, the Participant shall pay a guarantee fee of two
percent (2%) of the Note secured by the Agency Guarantee.
2. [314 j De d o Truss}
In consideration for the Agency's execution and provision
Of the Agency Guarantee, Participant shall execute a Deed of Trust
in the form , f Attachment No. 540 attached hereto and incorporated
herein by this reference. Participant shall cause to be prepared,
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P.17
and shall pay all costs and fees in connection with issuance of, a
t tle policy for the Project, acceptable to the Agency. Said Deed
of Trust shall be subordinated to such financing as the Agency may
approve in writing for the purposes of completing the Project.
3. [314A] Personal Guarantee of Participant
Obliaation
in consideration for the Agency's execution and provision
of the Agency Guarantee on behalf of Participant, Russell Hatle,A
Raymond Fox, Sam Fox and Hyman Fox, as individuals, shall execute
a personal guarantee in the form of Attachment No. 7, attached
hereto and incorporated herein by this reference.
4. [314B] P�lrmen - of Ou standing Taxes ses6menta
§md Fees on the roiect
In consideration for the Agency's execution and provision
of the Agency Guarantee, Participant shall cause all outstanding _
and unpaid taxes and assessments, including City parking fees, on
the Project to be paid and brought current.
E. [315] Mertaagg, Deed of T ust. S le and Lease-Bank
Finanoina• Ricfhts of Holders
1. [316] No Encumbra cas ortgagee Deeds
f Trust or Sale and Lease Back for
Develo ment
Participant intends to obtain, and Agency agrees thereto,
a loan for the undertaking of the Project in the approximate amount
of $1,125,000 which loan shall has been approved by the Agency and
dWAMM
12
JUL 16 193 03:01PM
P.18
shall be executed herewith. Participant shall not enter into any
conveyance or lien for financing without the prior written approval
of Agency, which approval Agency agrees to give if any such
conveyance or lien for financing is related to the Project and is
given to a bank, savings and loan association, or other similar
lending institution and the terms of said financing are reasonably
acceptable to Agency. Approval of such other conveyance or lien
for financing by the Agency shall not constitute a subordination of
the Deed of Trust to such conveyance or lien without the express
written approval of the Agency. The form of approval by Agency
shall be in writing which references this Section 316, executed by
the Executive Director of the Agency. In the event that the Agency
fails to accept or reject such lender in writing within fifteen
(15) days after written notice thereof is received by the Agency,
such lender shall be deemed approved.
2. (316A] Payment of Dank Fees
Participant shall pay all loan origination and
continuation fees and any and all other fees associated with the
loan.
F. (317] Eight of Agenay to Satisfy other igns On The
Site
Prior to the completion of the Project, and after
Participant has had written notice and has failed after a
reasonable time, but in any event not less than fifteen (15) days,
to challenge, cure, adequately bond against, or satisfy any liens
or encumbrances on the Site which are not otherwise permitted under
13
JUL 16 193 03:02pM
P.19
this Agreement, Agency shall have the right but not the obligation
to satisfy any such liens or encumbrances and to seek
indemnification therefor from the participant.
G. (318) ,gelease of Deed of Trust
Upon repayment in full of all sums owed under the
Participant Loan and the expiration of the Guarantee, Agency agrees
to reconvey the Deed of Trust. upon the recording of a
reconveyanco of the full Deed of Trust, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any interest
in the site shall not, as a result of such ownership, lease or
acquisition, incur any obligation or liability under this Agreement
except that such party shall be bound by the covenants set forth in
Section 401 of this Agreement, which shall be applicable, each
according to its terms.
Regardless of Participant's ability to complete
construction of the Project, Participant agrees to repay the
Participant Loan applicable to the funding of the Project in full
at such times and as provided in the applicable Participant Loan
documents and in no event later than within nine (9) years of the
date of execution of this Agreement. A failure to do so within
thirty (30) days of Agency's written demand shall constitute a
material breach of this Agreement and shall entitle Agency to
declare Participant in default, and to foreclose upon the Deed of
Trust, and/or to exercise any other remedies available under this
Agreement, the Deed of Trust or at law or in equity.
14
JUL 16 '93 03:02PM
P.20
H. [319] Certif;ca a toj Comglet on.
The Agency, its successors and assigns agree that upon
the full compliance by the Participant with the terms of this
Agreement which pertain to the construction of the Project upon the
site, and following completion of the Project, the receipt by the
Agency of a written request from the Participant for a Certificate
of Completion and notification that the Project is completed, the
Agency shall provide promptly and furnish to the Participant a
Certificate of Completion, substantially in the form as attached
hereto as Attachment 6, certifying that the construction of the
Project, as required pursuant to this Agreement, has been completed
to the satisfaction of the Agency, its successors and assigns.
Said Certificate of Completion may be executed by the Executive
Director of the Agency without further formal approval by the
Community Development Commission.
IV. [400] USES OF SITE
A. [401) Uses - CQgenants Running-With the Land
The Participant covenants and warrants that Participant
shall develop improvements on the site in accordance with the Scope
of Development. participant covenants to develop the Site in
conformity with all applicable laws. The covenants of this
paragraph shall run with the land.
Participant covenants by and for itself and any
successors in interest 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, age,
r�C /
JUL 16 193 03:03PM
P.21
handicap, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Site, nor
shall Participant itself or any person claiming under or through it
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the Site. The foregoing covenants shall
run with the land.
All deeds, leases or contracts pertaining to the site
shall contain or be subject to substantially the following
nondiscrimination or non-segregation clauses:
1. In deeds: "The grantee herein covenants by and for
himself or herself, his or her heirs, executors, administrators 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, age, handicap, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land herein conveyed, nor shall the grantee
himself or herself or any person claiming under or through him or
heir, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendee* in the land herein conveyed. The foregoing
covenants shall run with the land.,,
16
JUL 16 193 03:e3PM
P-22
2. In leases: "The lessee herein covenants by and for
himself or herself, his or her heirs, executors, administrators and
assigns, and all persons claiming under or through him or her, that
this lease is made and accepted upon and subject to the following
conditions: "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, handicap, age,
ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or
any person claiming under or through him or her, establish or
permit any such practices or practices of discrimination or
segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, sublessees, subtenants or vendees
in the premises herein leased."
3 . 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, age,
handicap, ancestry, or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
premises, nor shall the transferee himself or herself or any person
claiming under or through him or her, establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number use or occupancy of
tenants, lessees, subtenants, sublessees or vendeas of the
premises."
- 17 -
JUL 16 '93 03:04PM P.23
B. [4021 Mai ntenazme of tha Site
Participant shall maintain the Site and shall keep the
Site free from any accumulation of debris or waste materials.
Participant further agrees to maintain the Site in a neat
and attractive manner so as not to, in the reasonable determination
of an appropriate officer of the City, be a public nuisance, or be
detrimental to the health, safety and welfare of the public, or
impair value of property, nd agrees that in the event Participant
fails to do so, Agency may enter upon the Site for the purposes of
performing necessary and desirable maintenance, that Participant
will be responsible for the cost of any such maintenance undertaken
by Agency, which shall be paid within thirty (30) days after
receipt by Participant of written demand therefor. In addition,
the Participant agrees that to the extent it is in violation of the
provisions of this section 402, the Agency shall have a right to
place a lien against the site in an amount necessary to cover its
costs associated with such violation.
C. (403] Effect ag yio ati n of t1ja Terms and
provisions of this A re ment After co letion
of co st ucti_on
The covenants established in this Agreement shall,
without regard to technical classification and designation, be
binding for the benefit and in favor of Agency, its successors and
assigns, as to those covenants which are for its benefit. The
covenants contained in this Agreement shall reitsain in effect until
the termination date of the Redevelopment Plan unless an earlier
- 18 -
JUL 16 193 03:04PM
+� P.24
date is Specified in this Agreement. The covenants against racial
discrimination shall remain in perpetuity.
Agency is deemed the beneficiary of the terms and
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 and other parties, public or
private, in whose favor and for whose benefit this Agreement and
the covenants running with the land have been provided. The
Agreement and the covenants shall run in favor of the Agency,
without regard to whether Agency has been, remains or is an owner
of any land or interest therein in the Site. Agency shall have the
right, if the Agreement or covenants are breached, to exercise all
rights and remedies, and to maintain any actions or suits at law or
in equity or other proper proceedings to enforce the curing of such
breaches to which it or any other beneficiaries of this Agreement
and covenants may be entitled.
V. [500] GENERAL PROVISIONS
A. [501] N ices Demands and C=muniea_tions Utxoen
the partLgg
Written notices, demands and communications between
Agency and Participant shall be sufficiently given if delivered by
hand (and a receipt therefor is obtained or is refused to be given)
or dispatched by registered or certified mail, postage prepaid,
return receipt requested, to the principal offices of Agency and
Participant. Such written notices, demands and communications may
be sent in the same manner to such other addresses as such party
r 19 r
i
JUL 16 '93 03:o5PM
P.25
may from time to time designate by mail as provided in this
Section 501.
Any written notice, demand or communication shall be
deemed received immediately if delivered by hand and shall be
deemed received on the tenth day from the date it is postmarked if
delivered by registered or certified mail.
B. [502] Conflicts of Interest;` xon iabil_ igy
No member, official or employee of Agency or the City
shall have any personal interest, direct or indirect, in this
Agreement. No member, official or employee shall participate in
any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership or
association in which he is directly or indirectly interested. No
member, official or employee of Agency or the city shall be
personally liable to Participant, or any successor in interest, in
the event of any default or breach by Agency or Participant, or for
any amount which may become due to Participant or its successor or
on any obligations under the terms of this Agreement.
Participant represents and warrants that it has not paid
or given, and shall not pay or give, any third party any money or
other consideration for obtaining this Agreement.
- 20 �
JUL 16 193 03:65PM
"Ifts P.26
C. 1503 BAK o eed elan; Extension of Times Q f
Perf 9-=A=C
In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to be in
default, and all performance and other dates specified in this
Agreement shall be extended, where delays or defaults are due to:
war; insurrections; floods; earthquakes; fires; casualties; acts of
God; acts of the public enemy; freight embargoes; governmental
restrictions or priority; litigation; unusually severe weather;
acts or omissions of another party; acts or failures to act of the
City or any other public or governmental agency or entity (other
than the acts or failures to act of Agency which shall not excuse
performance by Agency) ; or any other causes beyond the control or
without the fault of the party claiming an extension of time to
perform. Notwithstanding anything to the contrary in this
Agreement, an extension of time for any such cause 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) days of the commencement of the cause. Times of performance
under this Agreement may also be extended in writing by the mutual
agreement of Agency and Participant.
Participant is not entitled pursuant to this section 503
to an extension of time to perform because of past, present, or
future difficulty in obtaining suitable temporary or permanent
financing for the Site.
21
JUL 16 '93 03:05PM P.27
D. [504] juSROpti on of Eaokcs and Records
Agency has the right at all reasonable times and upon
reasonable notice to inspect the books and records of Participant
pertaining to the Site as pertinent to the purposes of this
Agreement. Participant has the right at all reasonable times to
inspect the public records of Agency pertaining to the Site as
pertinent to the purposes of the Agreement.
VI. [600] DEFAULTS AND REMEDIES
A. [601] Defaults - - gene r�l
Subject to the extensions of time set forth in
Section 503, failure or delay by any party to perform any term or
provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately
commence to Cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligence.
The injured party shall give written notice of default to
the party in default, specifying the default complained of by the
injured party. Except as required to protect against further
damages, the injured party may not institute proceedings against
the party in default until thirty (30) days after giving such
notice. Failure or delay in giving such notice shall not
constitute a waiver of any default, nor shall it change the time of
default.
- 22 -
JUL 16 193 03:06PM
rte, P.28
`%Wo
B. [602] ILaa Ac ions
1. [603] Ina i ution of Legal Actions
In addition to any other rights or remedies hereunder,
Agency or Participant may institute legal action to cure, correct
or remedy any default, to recover damages for any default, or to
obtain any other remedy consistent with the purpose of this
Agreement. Any legal actions initiated pursuant to this Agreement
or otherwise with respect to this subject matter must be instituted
in the Superior Court of the County of San Bernardino, State of
California, or in an appropriate municipal court in that county.
2. [604] Appligable Law
The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
3. [605] A9centance of Service of Process
In the event that any legal action is commenced by any
party against another party, service of process on such party shall
be made by personal service upon such party or in such other manner
as may be provided by law, and shall be valid whether made within
or without the state of California.
C. [606] Riahts and Remedies Are Cumulative
Except as otherwise expressly stated in this Agreement,
the rights and remedies of the parties are cumulative, and the
exercise by any party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different
23 -
1
JUL 16 '93 03:06PM
P.29
times, of any other rights or remedies for the same default or any
other default by any other party.
D. (607) I action Not a Waiver- of Default
Any failures or delays by any party in asserting any of
its right and remedies as to any default shall not operate as a
waiver of any default or of any such rights or remedies, or deprive
any 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.
B. [608] Bemediea
1. [609] DaRages
If either Participant or Agency defaults with regard to
any of the provisions of this Agreement, the non-defaulting party
shall serve written notice of such default upon the defaulting
party. If the default is not cured or if a cure has not been
commenced and is being diligently pursued to completion by the
defaulting party within thirty (30) days after service of the
notice of default, the defaulting party shall be liable to the
other for any damages caused by such default, and the non-
defaulting party shall have the right to seek specific performance
and such other remedies as are available in law or equity.
24
�\ r
JUL 16 '93 03:07PM
ti
VII. [700] SPECIAL PROVISIONS
A. [701] m n a to Agency for AR9rov al
Whenever this Agreement requires participant to submit
any document to Agency for approval, which shall be deemed approved
if not acted on by Agency within the specified time, said document
shall be accompanied by a letter stating that it is being submitted
and will be deemed approved unless rejected by Agency within the
stated time. If there is not a time specified herein for such
Agency action, Participant may submit a letter requiring Agency
approval or rejection of documents Within thirty (30) days after
submission to Agency or such documents shall be deemed approved.
B. [702] succe in Interest
The terms, covenants, conditions and restrictions of this
Agreement shall extend to and shall be binding upon and inure to
the benefit of the heirs, executors, administrators, successors and
assigns of Participant and Agency.
VIII. [800] ENTIRE AGREEMENT, WAIVERS
This Agreement is executed in four (4) duplicate
originals, each of which is deemed to be an original. This
Agreement includes Attachments 1 through 6, which together with
this Agreement constitute the entire understanding and agreement of
the parties.
No private entity shall be deemed to be a third party
beneficiary with respect to any provisions of this Agreement.
- 25 -
JUL 16 193 03:07PM
P.31
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreements among the parties or their
predecessors in interest with respect to all or any part of the
subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing by the appropriate authorities of the Agency and
Participant, and all amendments hereto must be in writing by the
appropriate authorities of Agency and Participant, except that the
Executive Director of Agency may agree to non-substantive changes
hereto with concurrence by Agency Counsel.
Each individual signing below represents and warrants
that he has the authority to execute this Agreement on behalf of
and bind the party he purports to represent.
IX. (900) TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
A. [901] T Ae for Age tance
This Agreement, when executed by Participant and
delivered to Agency, must be authorized, executed and delivered by
Agency on or before thirty (30) days after signing and delivery of
this Agreement by Participant or this Agreement shall be void,
except to the extent that Participant shall consent in writing to
a further extension of time for the authorization, execution and
delivery of this Agreement. The date of this Agreement shall be
the date when it shall have been signed by the Agency as evidenced
by the date first above shown.
- 26 -
r
JUL 16 '93 03:07PM
rols P.32
IN WITNESS WHEREOF, Agency and Participant have executed
this Agreement on the day and date first above shown.
"Agency"
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
ATTEST:
By:
Agency Secretary Kenneth J. Han argon
Executive Director
APPROVED AS TO PROGRAM:
Stafford W. Parker
Deputy Director
APPROVED AS TO FORM AND
LEGAL CONTENT:
By.
special Agency Counsel
"Participant"
HERITAGE OFFICE BUILDING, LTD. , _
a California Limited Partnership
By: Russell Hatle
Title: General Partner
• 27 -
1
JUL 16 193 03:08PM
P.33
STATE OF CALIFORNIA )
ss.
COUNTY OPT )
On before me,
personally appeared
personally known to me (or prove to me on the bags of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the game in hiss/her/their authorized
capacity(fes) , and that by his/her/their signatures) on the
instrument the person(s) , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
Signature
JUL 16 '93 03:0BPM
P.34
d
STATE OF CALIFORNIA )
j sa.
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) , and that by his/her/their signature(s) on the
instrument the person(s) , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
Signature
JUL 16 '93 e3:08PM
P.35
STATE OF CALIFORNIA )
} Ss.
COUNTY OF
On before me,
personally appeared
personally known to me (or prove to me on the bass of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) , and that by his/her/their signature(s) on the
instrument the person(s) , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
signature .
JUL 16 '93 03:09PM
P.37
ATTACFIIMM NO. 1
LEGAL UscRlpT ON Qk THE STTR
ATT. 1 Page 1
JUL 16 '93 03:09PM P,38
ATTACH N0. 1
F.l�BCZ.T._�.3L
ALL TWZZ PORTZONS Of LOTS 4 MD 7, ®TACK 10, OP TIM CM OF Sly!
BEPJUUWZNC, IN TRS CITY OF SAA $ZXWt jXO, COVlPP! OP SAM
EZR.FAMI(o, STATZ OF CALIFORNIA, AS VIER YZ AT MCORD80 If! 8008 7
OF RAPS, PAGR 1, RECORDS, Gy SAID COUNWe DLBCMUD AS FOLLOWS t
886ZNI XM AT A MI" ON TO ltORTH TOUM OF COURT STRZET IN SAID
Bs.Oc7C 20, W=`CX 21 INTSRIXCTU 31 sin ToM SSTVZ= Lots 4 AM 7
IN SAID BL=f TRCS WEST 24.24 FM ALM 22M SOATU LIVE OF
cmm STA.EET TO THE SOtiTXEABT COP= OP TH8 "m COMM By
VIONZEit TTTLZ IItOMWCE AM TAVST COXVMM TO R.C. VJM:SOK by
13220 RECORDSO OCTOBER 12, 1921s IN 806E 427, PAGB 6l, OFFICZU
RSCMZ3 TEMS AZM TIM ZUT Lt= Of T82 LEND 20 C01MMO ■T
PIONSIR TLTLB I11Z4mmu AM TRUSS' CO>14AZT, nOttT2t 0 DES. 07. 20.
;BUT` 117.12 !Erse XORZ OR LZU V TO TM 39=29 LIKE OF SAM LOT 4;
UST ALO>!Ni M XQRTK Of SAW LOT 4 TO THE li011Tg'OFS!' CORDER
OF LOT 7+ = K= 301 4'HMI 60UM 1.07 nff AL40 TU Rte? Wn
OF SAID LOT 72 T 10141 u8T 38.10 FZE I PARALLEL WITH TM Nam
LZ21S OF =2 I TO Tu 1t0mmum coun or fav CiATin rum or
Li111D cm9mc XT josm cm An UPA axes To P314 WON Tt'1'LI
IMPANO M MM COMAM aT CM A>5C U= &=W 12, 1927, ZK
3087 2 42, VMZ 287, OFFSCM ft2mmms SWOM AWM 0 DOG. 00' 43'
wzsw, ili.Os asu 112= To u6! of fm ENST WALL OF %= TO
$%=T GTMM An COIIGit,ZTM BVILOZ>liG MC = W Man T=iz
TXSMAM an um GOlt?sn To TOE X=U Sm OF C0umto SMZT
"== pass AWN in mm &INS Of flames ommf 27063 BEET
Tu POINT o? nat2 me
U!8 EAST 32.00 1!$8T 4v Lm 3t , um 20• of Tm CZVT 0 an
s=4WOM01 SX = C21T OF an s= xmz=f COufl'l'! OF SAF
smauxuB. STM Or cumoA> ud, As M MAT Mmzo Iii swx 7
07 MAPI I PACE It AM= or GAZD COaiRT 4
R=cp Zlt6 ?RtRBPsom TBAS MUCH 02sea= as ToLum e
osrzsxz a AT I= woRrim"T -COANitlt OF &up L01' S 1 Tics V382 2.1 s
rzzT, ALONd m NUTMMT LIN2 OF SAID LOT I TMC8 scum 0 020.
000 160 ZUT, 112.90 MT; TMCB BAST 0.80 FEET= TM=Z SOUTH 0
0811. 070 30' MST, 31.30 IM TO A POINT OF TM SOM Lm OP
SAID LOT so mcd IS T68TMT 3.10 FSSZ FR." To SST comit
OF 8Ai0 LOT S t 9 1 :2 LAST 2,10 PUT A14HO TIM SOO's7[ ToM OF SAID -
Z= S TO TM 20V3=ST COMM OF BALD UN 3 f TMCR NORTH ALOHA
To EAST um of SAID LOT S TO T= POUT of UGIMIM.
p�ce�. x00 3 s
AN usRRm >r0R vZoasTRIAII PASSAGN TO e= usim Ilt COMMON vzfu
OT!lERS OV>c]t T!ce VISS 23.00 ?z" OF Tm 9MM 45.50 7221 OF Tim
NORTH 119.27 FEss OP z= S, mm ova Tax via 14.00 FEET OF TO
EAST 42.50 FEET OF TRAT PORTZOM OF = 5 LTIM SOM=MTi OF SAID
NORTH 11!.21 FAST, M& tK uA= 20 OF TXE CYTT OF sAx .-MgItARDSROe
YH mm CITY OF SAN amwimos IX mm COVM Of SAE SEM1►R, IN00
STILTS O! C LIfMza, AS PBit PXAI: RSCMWM IN 50OX 7 OF X"S# PAGE
It ASCORD4 of SAID COMM$ AND OS►!,R TEN FAST 10.00 TEST OF THAT ILA e"%1rffiw0&
JUL 16 '93 03:10PM P.39
_ f 0
gi1lGEL f3 - CtYfi�J�.,....
COMMCING AT A POINT 09 TR8 WORTR LINO Of COURT STA63T, DISTANT
70.00 rRET WEST FROX THE EAST Lug OF SAID WT 4s TMCR NOR= 0
nZG. 1' 30• vas? AUM0 Txa FIST LINZ OP TSa PAWBATT PORxBRLY
OWNSO SY R.C. iMWISON, A DZSTA= OF 116.00 F88s, XW OR L880,
TO TH8 NORTH LZNl OF 9b20 LOT 4; TWCE EASTSRLT 36.06 FZZT AWxq
THE NORTH LINE O! sk%D L0? 41 iii ics soum 0 CSG. 7- 30. 1682 TO
THii NORTH LIKE OF COVAS Cam# THE= vasM&T A=ANG TIM NORTM
LXXZ OP 00=2 STRX31, 13.76 TEXT TO 212 BCZIM OF 8B4t1 90,
AL80 TRa VEST 10 PUT OF TIM CAST 34.24 F8ET OF WT 4, BZA= 20
(AS R888AVB0 AND ART mm In TUT CCitnzv am WECUIN VIOUSR
TZWA IXSViMCS W TRUST COXFANT ZS XkitSO GRAXM AXD R.C.
lfmtsad sB SAM As oRAwm, ama SIPTZNM 250 1926 an
RZCOROSD COMM 13, 020, ZH AOOit 4211 PA= 61, O88ZCIAL
R.BCOADB.
sxCSi'T TUT PORZSOs ixc wu in PMWA z W08 1 AM 2 N"IN•
.
=MT Mtn" aF &OT 7e XIA= 20, Oa Ta CZTT of on WJMWMI
tN Tai CST! OF 8m svxmzxoo covi 'S OF $AN zooming STATE OF
CALtropimA. AS VIM PIM R=W= = 8003 7 OF Wlj PAU i,
PJ=US OF "to COWW* OSL=mw A8 ===a
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JUL 16 '93 03:11PM P.40
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JUL 16 '93 03:12PM P.42
VAO
ATTACHMENT NO. 2
Aruxcy d A.RAN'l'EE AGREEKAST
The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
CALIFORNIA (the "Agency") hereby guarantees to Valley sank
("bander") , on the terms and conditions get forth hereinafter, the
obligation of Heritage Office Building, Ltd. , a California limited
partnership ("Debtor") , as more specifically described hereinafter.
This Guarantee is subject to the following:
1. The Agency's obligations to Lender are solely with
respect to the debt incurred by Debtor by way of the promissory
note and de44 of trust entered into by and between Lender and
Debtor, a true and correct copy of which is attached to this
Guarantee as Exhibit "A" (the "Debt") . The Agency's obligation
hereunder shall not extend to any other obligation of Debtor to
Lender, or any third party, whatsoever.
2. The amount of the Agency's obligations to Lender
shall not exceed One Million One Hundred Twenty-Five Thousand
Dollars ($1,125,000) , less any payments made on account thereof by
Debtor or any other party. Any obligation of the Agency hereunder
shall cease upon payment in full of all principal and interest due
under said note, regardless of the source of said payment.
3. The obligations of the Agency under this Guarantee
do not extend to any prior, contemporaneous or future debt owed by
Debtor to Lender.
4. Lender may not, without the prior written consent of
the Agency, enter into any modification, amendment, waiver or other
change in the terms, amount or conditions of the Debt, nor renew,
extend, postpone or accelerate the time for payment
change the terms of the Debt, nor release any security hold
therefor.
5. Lender covenants that it will diligently exercise
all rights accorded to it under the terms of Exhibit "A" or any
collateral or security agreements held by Lender in connection
therewith.
6. Lender expressly waives any right to look to any
asset of the Agency which may be in the possession of the Lender at
any time, and agrees solely to exercise its rights under this
agreement in accordance with the terms hereof.
7. In the event of any default by Debtor under the
terms of the Debt, Lender agrees to provide the Agency with notice
thereof within thirty (30) days of the event of said default, so as
to enable the Agency to contact the Debtor and meek to obtain
compliance by the Debtor with the terms of the Debt. Lender
further agrees to provide reasonable notice, which shall not be
less than thirty (30) days, prior to taking any action to declare
ATT. 2 - Page 1
JUL 16 '93 03:13PM P.43
a default under the terms of the D®bt, accelerate the indebtedness
referenced thereby, act upon any Security held by Lender with
respect to said indebtedness, or otherwise enforce any rights
- against the Debtor or the Agency.
e. The Agency reserves all rights of subrogation or
indemnification against the Debtor with respect to any and all sums
which may be paid by the Agency on behalf of the Debtor under the
terms of this agreement. After any and all conditions precedent
hereunder to the Agency's obligations hereunder have been
satisfied, Lender may make written demand upon the Agency for
payment of any unpaid portion of the Dobt and the Agency shall make
or cause to be made payment thereof in full within sixty (60) days
of receipt of such written demand.
9. Notwithstanding any other provision of this
Guarantee to the contrary, the total obligation of the Agency to
Lender under the terms hereof shall not exceed the sum of
$1,125,000.
10. The Agency may not terminate its obligations under
the provisions of this Guarantee until such time as the Debt has
been paid in full or the amount then owed by the Agency pursuant
hereto has been paid in full.
11. In the event of litigation concerning the terms of
this Guarantee, the prevailing party shall be entitled to
reasonable attorneys' fees.
12. This Guarantee and the respective rights and
obligations created hereby are subject to and are to be construed
according to the laws of the State of California.
13. Lender may assign its rights under this Guarantee,
subject to providing fifteen days' prior written notice thereof to
the Agency.
14. The Agency's obligations under this Agreement,
notwithstanding any prior execution hereof by any representative of
the Agency, are subject to the approval of. the community
Development commission, the legislative body of the Agency.
Dated: REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
KENNETH J. HENDERSON
Executive Director
APPROVED AS TO FORM:
Special Agency Counsel
ATT. 2 - Page 2
JUL 16 '93 03:13PM P.44
0 0
ATTACHMENT NO. 3
$COPE OF DEVE PMENT
I T
. The Site is specifically described in the Legal
Description (Attachment No. 1) pursuant to Section 103 of this
Agreement.
IT. DEVEP
Participant shall develop the Site by constructing
improvements to the existing structures on the Site in order to
remodel and conform the Site for use as a billiards club and
restaurant (the "Project") .
The Participant shall commence and complete the Project
by the respective times established therefor in the Schedule of
Performance (Attachment No. 4) .
III. P S
The Project shall be developed in accordance with
applicable building and safety codes.
4D
ATT.3 - Page 1
JUL 16 '93 03:14PM P.45
ATTACHMENT NO. 4
SCHEp= Og PERFORM CAE
1. Execution of Agreement by Not later than thirty (30) days
Agency. Agency shall approve after the date of execution and
and execute this Agreement, and submission of two (2) copies of
shall deliver one (1) copy this Agreement to Agency by
thereof to Participant. Participant.
2. submit all necessary plans Not later than January� 1, 1994.
and receive all necessary
entitlements.
3 . Commence Renovation of the Not later than January 1, 1994.
Project.
4. Participant shall complete Not later than January 1, 1995.
construction of the Project as
evidenced by the issuance of
a Certificate of Occupancy.
ATT. 4 - Page 1
JUL 16 '93 03.14PM P.46
ATTACHMENT NO. 5
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO:
)
)
(Space s for Recorder's Use)
* REp OF TRU§T WITH ASSIr13 ORT OF R .N S
Deed of trust made on , 1993, by HERITAGE
OFFICE BUILDING, LTD. , hereinafter called "Trustor," whose address
is 1731-A Orange Tree Lane, Redlands California 92174, to FIRST
AME ere ina rzer referred o a rus se", whose
business address is 323 Court Street, San Bernardino, California
92401, in favor of the REDEVELOPMENT AGENCY OF THE CITY OF SAN
BMARDINO, 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 means 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 City of
San Bernardino, County of San Bernardino, State of California, more
particularly described as:
SEE ATTACHMENT NO. 1
together with the rents, issues and profits thersof, subject
however to the right reserved by Trustor in Paragraph B-16 hereof
to collect and apply such rents, issues and profits, prior to any
default hereunder; for the purpose of securing performance in a
timely manner of all of Trustor's obligations under that te OOPA" )
owner Participation Agreement dated as of (
and performance of each agreement Trustor ncorpora ad herein by
reference or contained herein.
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
ATT. 5 - Page 1
IF 11
JUL 16 '93 03:14PM P.47
thereon; 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 costa 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 thereon or any act upon
the property in violation of law or of covenanW; 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
sum.
3. To pay (a) at least ten (10) days before
delinquency, all taxes and assessments affecting the property, all
assessment upon water company stock, and all rents, assessments and
charged 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 coats, 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 deans 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 Jng udgment of either,
appears to be superior hereto; and in exercis 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 the annual rate of five percentage points
over Bank of America's published prime rate.
B. It is mutually agreed that:
I. 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,
ATT. 5 - Page 2
JUL 16 '93 03:15PM PAS
who may apply or release such ineysuchceoved therefor upon
any
indebtedness secured hereby
determines, or at the option of Beneficiary the entire amount 60
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 scum then due or of Beneficiary's right either to
require prompt payment of all sums than 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
prompt payment when due of all other sums so secured or to declare
default for failure waiver of be
a waiver of any preceding or
3. At any time upon the occurrence of a default,
without liability therefor and with or without notice, upon written
request of Beneficiary and presentation of this deed for
endoraement, and without affecting the personal liability of any
person, Trustee may reconOWy 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, surrender of
this deed to Trustee for cancellation and retention, and payment of
its fees, Trusts* 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."
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
person effecting such payment to the release of the property for
which the release amount was paid, and insofar as Beneficiary is
conceaened, to constitute a credit against the secured debt.
6. If Trustor or any subsequent owner of the property
covered hereby shall occupy the property, or any part thereof,
after any default, Trustor or such owner shall pay to Beneficiary
in advance on the first day of each month a reasonable rental for
ATT. 5 - Page 3
JUL 16 '93 03:16PM P.49
the premises so occupied. on failure to pay such reasonable
rental, Trustor or such owner nay be removed from
others promises by
summary dispossession proceedings or by appropriate
action or proceeding.
7. If default is made in performance of any agreement
hereby secured, then Beneficiary, with or without notice to
Trustor, may institute suit 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 deposit with Trustee this deed, and all documents
evidencing expenditures secured hereby.
a. 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
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-
9. After deducting c including costs of fees
evidence of expenses tle and
Trustee and of this trust,
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, with accrued
interest at five percentage points over Bank of America's published
prime rate 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.
lo. Before Trustee's sale, Beneficiary may rescind such
notice$ 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
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
ATT. 5 - Page 4
JUL 16 '93 03:17PM P.50
the rights, obligations or remedies of Beneficiary or Trustee
hereunder.
11. 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 par thereof as is then affected by this
deed of trust is situated,'%appoint another trustee insteadApf
Trustee herein named; and thereupon, the Trustee herein nafWS sdaFll
be
rustee hereunder the
ithxthe same off t appointed shall
if origally substituted med
T
Trustee herein.
12. 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 in
anyinstrunont executed by any .of such recital of such persons shall be conclusive
any
against Truster, his heirs and assigns.
13. All leases of any structures on the site which
utilize the Project as defined in the oPA, now 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.
14. If a default is made in the performance of any
agreement hereby secured, Trustor when requested to do go, shall
give such further written assignments of rents, royalties, issues
and profits; of all security for the performance of leases) and of
all tends originals able ofdall leases,any option or purchase,reafter on or a f affecting _
executed
the property to B e
15. Trustor reserves the right, prior to any default in
payment of any indebtedness or performance of any obligation
secured hereby, to collect all such rents, royalties, issues and
profits, as but not before they become due. Upon any such default,
Trustor's right to collect such moneys shall cease, not only as to
amounts accruing thereafter, but also as to amounts then accrued
and unpaid. In the event of default, Beneficiary, with or without
notice and without regard to the adequacy of security for the
indebtedness hereby secured, either in person or by agent, or by a
receiver to be appointed by the court, (a) may enter upon and take
possession of the property at any time and manage and control it in
Beneficiary's discretion, and (b) with or without taking
possession, may sue for or otherwise collect the rents, issues and
profits thereof, whether past due or coming due thereafter, and
apply the same, less costs and expenses of operation and
collection, including reasonable attorneys' fees, upon any
obligation secured hereby and in such order as Beneficiary
determines. None of the aforesaid acts shall cure or waive any
notice Beneficiary invalidate
be required done
ired toact pursuant
diligently in the
ATT. 5 - Page 5
e
�.� 1
JUL 16 '93 03:17PM P.51
care or management of the property or in collecting any rents,
royalties or other profits that it is hereby authorized to collect,
and shall be accountable only for nuns actually received.
16. Without affecting 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, Beneficiary may release any
person now or hereafter liable for performance of such obligation,
and may extend the time for payment or performance, accept
additional security, and alter, substitute or release any security.
17 . In any judicial action brought to foreclose this
deed or to enforce any right 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.
is. No remedy hereby given to Beneficiary or Trustee in
exclusive of any other remedy hereunder or under any present or
future law.
19. The pleading of any statute of limitations as a
defense to any and all obligations secured by this deed is hereby
waived, to the full%:Lpxtent permissible by law.
20. Trustor shall, upon request made by Beneficiary,
furnish the Beneficiary with annual statements covering the
operations of the property.
21. Beneficiary may collect a "late charge" not to
exceed an amount equal to five percent (5%) on the amount past due
and remaining unpaid on any installment that in not paid within ten
(10) days from the due date thereof, to cover the extra expense
involved in handling delinquent payments.
22. 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 Agreement secured hereby, whether or not
named 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.
23. 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.
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.
ATT. 5 - Page 6
JUL 16 '93 03:18PM P.52
MAILING ADDRESSES FOR NOTICES%
0 Heritage office Building, Ltd.
as Trustor:
1731-A Orange Tree Lane, Redlands, California 92374
Attn: Russell xatle
with courtesy copy to:
Attorney for Heritage Office Building, Ltd.
11100 Santa Monica Boulevard, Suite 1770
Los Angeles, California 90025
Attn: David Fox, Esq.
Executed at San Bernardino, California, on the date first
above written.
Heritage office Building? Ltd. ,
a California Limited Partnership
By.
:By: Russell Hatle
Title: General Partner
ATT. 5 - Page 7
JUL 16 '93 03:16PM P,53
ATTACI M4=T NO. 1 TO DICED OF TRUST
ATT. S - page 8
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JUL 16 '93 03:18PM P,54
ATTACHMENT N0. 1 TO
DIED ®M
k13, It
ALL TxoSa PCRSSOxe or Lars 4 AM 7r , 87,OC9 30 oP Txs CITY OF saw
BEPJ"Vixo, sH THE C1TT Or SAN 881itMMNOr COUNT! oP SAN
SERNLRDtNOi STATE Of CALIPOWAr AS FAR PUT RSCORDEO IN BOOR 7
Of, XAPS r ran 1. MOM or SJUO Comm$ DBSCRIUD as mdLOVS t
lbrum 1iO AT A VGZXT ON W. NORTH' LIN$ OF COVAT SMICT IN SkIc
sZ= 200 WHICS 24 ZMTAliCM BY IM I Liles 8ETE88N LOTS 4 awo 7
zN SAID 1 TIOOICN Q8" 34.24 TEE'S A%4w in SOAM tams OF
COURT MZ= TO TA8 $O=Mkn CORXIM OF TXE LARD COi VMR BY
FZOEM TiTIX INS=A=z AND TRUST COxPAXT To R.C. HamsOM by
0880 RECOMID oCS"OSSA 130 19288 ty 8009 427s. pASa 611 017SCM
RalCOiM 1 '1'mcB a,z4m TER 9"? LIIM Of In Lm 90 CONVLTSo AT
pZQXm TZ= :xsuRaxcs Caro TMSW CWANT* NOM 0 oWs 0V 30•
Z&ST 117.1= lSET. mx2 OR L693 TO 'M NOM I= OF CUD Z4T 4p
Tilt& SM11 & o o TM NOR= of WD LOT 4 TO M xORWWT COMM
OF UN 7. Ili ALrOCJC 201 TXWCX 90M 1.07 stss AWN TX3 WM &M
of WO UM 71 Sim = gm 31410 rm, ELM= vm M Ito=
Lull OF L02 7 20 am 1 sir coma GY "At CxaIM PM= or
zMD C&Y8'M BT JWVX CM AXV SAM R= TO !ice TITLi
:MMIAM An TRUT comn NT 0883 RECORDED Am" 118 19270 2N
scm a6a PAQi 253, Ozl2CZAL R CWS T SOUPS 0 ON. 061 43•
VXss 11 i.os 32.x3 ALA M 9'V M OF S= "M VM OT 3703 TWO
S'!uf sun mo cm== 84 Bni CCHSSAtiCTSD By PI0'AA tzma
INS lto A am Cam= TD w Xu= Lzu of COORS 60Vs
HESS TU Xm= LM or CC= 80=g, 27.0 FM TO
'rte po:gv OF :vi: &
-
TM xmw 32.00 Mm of um so si= 280 O! Tale CST! M sm
summuc, tlf m avy Or M . os1sUARaritOr COUlmr Or Saint
BEAifARDtNO, STATS at GLSTOt lJI,. As NOR PIAW R8C MOD =lt ROCN 7
of "Par PIIOE to RECO M Of SAID COMM.
Z=SVVZM T=RWR94 TEAT MXTIQN DUMtUO A$ FOZZAV8 e
2=20:= Aff Txs NORT49AW COMM OF "ZO LOT S 1 TUNC; VOT a
ru'r ALONG THE MRTR8RLT &ZN2 OF But W11 Twos COM 0 0Z,3-
00' 16' ZAM 118.90 tBET; TMC$ SST 0.80 FOSS 7MMB SOU= 0
DIG. 07' 804 41ST, 31.20 ?SIT TO h POW ON M SO= tl" Ole
SAID wr 5F imzcg Is VESMLT 2.10 nu YRCN %= sOUTNm'l' coup
OF SAID LOT 61 TMCi UST 2.10 FIU AWY44 IMS 80osa &INS or "ID
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oie tta. It
aw ussxairr r= pitu sma m pAsaw's TO 82 us= rx COMM V i'x
07MAS Ong To V=8T 23400 888'! OF T8: inr 43.30 paws' Op M
NOMA 11947 fBST O! LOT Sr "a OM 'THR WIST 16.00 PUT 01 TO
t3ASS 43.50 piBT OF TMV PCPXZOX OF UM S LTING SOMMALT Op SAID
MCA" 119.27 PEES, ALL 2![ BLOCK 20 OF MM CITY OF SA![ ;B 1KO0
2" Tx= CITY OF SAN epmAa bZVO, YN TRB Comm 0! SAN BEaimA,olmo o
S'1'ATb Or =ZjORMTA, AS jn pXAT XXCORAZD IN soot 7 Op JWS I PAG8
1. Rscanns or 6110 COUNrTI Amp OM Tag RAST 10.00 raas OF TOT
. _ ___� .���� a� MAC.AC./7•
1
JUL 16 '93 03:19PM P.55
0
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COXRZ:ICXXG AX A PalxT ON THE MRT11 LINN OF COURT STUST, DISTUT
70.06 FBgr v'EST "M TM SST &INN OP SAID LOT 4s TMCS NORTS 0
CEO. 1• 30• YLST AL 4M %U sibs' LIMB Of TIM PROMIT FORXBRLT
OWNED ST R.C. ah"Isami A DISTANCZ Or 116.00 FEET, Xm CA Lass,
To TH2 HORT11 LINE OF SAID LOT 41 TKHCZ MASTMY 36.06 FEET ALONG
I= NONtTX LIKE OP SAID LOT 41 Timmz SOPW 0 DEG. 7• 300 VMM TO
M MONTH LIMB OP COURT STR$8Tt THMN YBSTS LT ALONG M MORTR
LING Of COURT S?RM,, 35.76 TEST TO TTE POINT OF BZGZMZNGO,
ALso Tun VEST 10 MT OF 74Z EAST 34424 FEZT OF LOT 40 HLOCR 20
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it,
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25080 PAU 731 O!f=GM RECORDS, 1iSIi10 011 To C$>rl'!A ERNE of A
r:Ra wI-T-1 TSMS 39m= sa.Qo rw &LM TiM VZsT LIB 07 S1►t0
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LSNB Of TIC "m canny= Z'0 C0= An R2NIS ST DR D RECOAd80
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23.16 PUT ALONG Ta SCOT!! LIPS of Sun COTE an RICK Latin TO Txz
mono L "T Comm OP TEX L1" ocamussa IN TRS OEBD TO PIONB$R
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ALONG THS ZAST LISS OV IAZD VIONRSR TITLE MUM= AM "UST
COXPANY LAM Ax0 ARAM TEX CS3NTSR Tam Or Sao Dit= YAM TO TTE
POM or sac1 =NO.
Ass TUT PCItTI(M or NAYS 6 AM 71 W=1 241 kCCOF ING TO XAP OF
'rHX csTT Or sm gmuL R :N00 IN TKz CIT_X or skX SbFt� IXO, coul '7C
OswX 7 OPP XA E p 5 !fit 'or AWORDS O AWo CQGXTT, T093clu so AS IN
AOMkA Sa=ws�
AV A
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JUL 16 '93 03:20PM P.56
PAVZZL. 5 s — C=Z'lX= ......
SEraINNING ON THS XQATK LIFE Or COURT STUIT, g@ PELT BAST Or Tim
VZST L131E Or LOS 7, ==I 20, AT THS Czb=lt Or THE So= AKa OF A
PhATT NALL, m VZST 1/2 Or WHICH VAM 15 on Lm or Jour AND
JOSgBH SNAFER= �tca NORZB 1 WN13 Tu cawnR OF SAID PART! VALL
AS $AR 168 SAID V= ZXTEMS An COMIMIXG A DYSTAXZ Or l=2 PRZT
TO A FOtl T WHzcK IS 143 fin Soug or 'In NOM LYHa OF SAID
� ?O �S �� = �T SO COMM
ST E iZS PERT SO POUT 0 �IIrIIO
� N 1M �! 0 S�
2tB�AB PER p RECOADO 218 � D �a1r0 008.
ALSO lZCSPZ'I!a TSyZROS Tm PO4 um L= 0 Hans "2D
TUT VQ=c 1 Or LCM 7, BLOCK 20 CI'T'E Or SM 8R1�1ltDIMO, Zll TR8
C= Or fim 4 lw. C of 6Aar 8EltiDlmm, is"= Or
CALUMMA0 As R cw BUD CCti�Tlp,OBS vicawtv IN BOOK=Uo 70=09 7 of �S, r� 1.
sconalIva AS A POW all To NOR= Lnm OF COtiAS 8TR6E'1' " NOV
LOCATED 197 P=s, R= Clt LR. VM Or VM ;it"p'0,0 w;l'= of 1=
I=" Lum OS CCQA,'1' 8%7= W%= %= vm Ltd Or •0' 61NM SD
Wo cm of so staxwouc �� ��:0 ;&=a
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DZV'=Dm LIu 8E'�!= %= pA�OmIrs s O1tXurnow
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ROURT 1. TKORPSON An COMYS0•*+o cm Ito AICB BT ago RScouty
AMST 11, 1908s. IN BOOM 4311, PUGS 279, OF 088081 TUM VZST 23
FRET, S lv=f SORa OR LESS, TO A POINT IA Fi sotTi4i Lin of
SAID carat AND ASCB tO?, vn= go= a namac"D $= A 1t0Rmi+=
PROLOIWATZON Or Tu C$tiT&A Lima Or To FIR= um COBSTITU' lso TIM
VlST v3.r•L sons i A�uoim� cE v_
As SUM BZ=$ 3072=
SAID r=X VA;Y* Mw ATrOlfli TSS NORTKSALY PROIAW►TION TORSO ,
PELT, KOM OA Li88• TO To N=m LIM of COtmv STRIMP AS NOV
LOCATED! TnWJ SST MAW To *0RTN =n OF CCU" STRRET,
FEET, S Ilt=B• YOZiE OR L88B, To m POUT OF BEOzwl"G. `
TOGBTM HITS ALL INTSASST fit$ TKS SELL= 'M SAS Ili TRZ PARTY
WALL Op SS
THS WS mm ON Tax PRU%S88 ADJOi0Zm oa m v8sts AS
cowz '80 TO SELLLwOp!$N=tDO C�80 KO'V=ZRL13TZ1'924 ZgIIN BOOST
comp"T s0 W.11.
8741 PADS 357* Or 08208•
r �
I
JUL 16 193 03:21PM p,57
RRAGWd-
TmAT 3?QRTZON OT LOT 71 HLOGZ U l Or TNi CITZ OF SAN RMUI 1340 o
IN Ta C07M Of SM SUMB1100. STATE 07 CAir2IORMUO AS P=t WAT
RSCMZD Z7t BCoi 7 of XAPS I PAU 1: MOADS OF SAID Cotilt yo
DISSCASSEO A8 SOLLOOS t
DgQZM:W A tfl=NT ON THS WORTH LINE OT COOT STMT, UIT
27.62 ABET TA= Ta ASST Un or "lo = 7f Sazo MUT S8z00 At
na ZQVM AST capims og A STM, an Coxcu= UXLDZN C00SZAUMD
tal Tm rzonca v:m z8S0Aw= b TADS' cGoAml TICS
ccwnM:W 2"T. 23.341 YM TO M CZMT= LASE Oa A SZZCX WMI
TXD= O+OR'1'R 0 084. 06' 330 US 4'• 40.oi 7122 MAW "= 480M
Zia= ou A =Z= guz? s 66 ota. 36' 02' trans. $3.00
COQ"? IM=ZNg# TjM= SOM 0 DW• 0i• 43• VBST, 88.30 YM
AWN "Zo "m W" to wx poste or SUZIM aa.
'rim vm m of in Azwo of MM
4lesuts�ai! =x A� a'o z&s Imic M ar LTSM S"M= ou
spa aavtswv raazorios of Ta vans Luca os sus nazv
oOSCASeAD LSD, AKD 1tiS' ALY Ot = tAbS�OZCA O!� Tp8
EE��s LZ�• .
f
L J —/
JUL 16 '93 03:21PM P.58
ATTACHMENT NO. 6
RECORDING REQUESTED BY }
AND WHEN RECORDED MAIL TO: }
}
}
[space above for RacorZfer.3
C FICA QF COMPLET nN KOR
CQkISTRUC
WHEREAS, pursuant to that Certain owner's participation
Agreement entered into between the Agency, and Heritage Off i e
Building, Ltd. ("Participant") dated as of
Agreement") , relating to that certain real property described on
Exhibit 1, attached hereto and incorporated herein, the Participant
is entitled to the issuance of a Certificate Sthe Agreement to be
completion of those improvements required Y
developed by the Participant (the "Participant improvements„) ; and
WHEREAS, such certificate shall be conclusive
determination of satisfactory completion of the construction
required by the Agreement; and
WHEREAS, the Agency has conclusively determined that the
construction on the above described real property required by the
Agreement has been satisfactorily completed;
NOW, THEREFORE,
11 The Agency does hereby certify that the construction
of the Project has been fully and satisfactorily performed and
completed.
S. Nothing contained in thimAnstrument shall modify in
any other way ma�other provisions s ur ua�!'t`toe thetAgr lenientC$hall
obligations 01"'Me Participant p
remain in full force and affect.
IN WITNESS WHEREOF, the Agency has executed this
certificate this _ day of — '
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Execut ve D rector
ATT. 6 - Page 1
JUL 16 '93 03:22PM P.59
STATE OF CALYFORNIA )
es.
COUNTY OF
On before me,
,
personally appear
personally known o me (or prove to mwh se name(S)
satisfactory evidence) to be the person
to tgcut idthithinstrument s and is/her/th i rd authorized
h4/she/they ex q on the
capacity(ies) , and that by hielher/thei one behalf of which the
instrument the person(&) , or the entity up
person(s) acted, executed the instrument.
(Seal)
WITNESS my hand and official seal.
Signature
Executed at San Bernardino, California, on the date first
above written.
Heritage Office Building, Ltd. ,
as Trustor
By:
Title'-
ATT. 6 - Page 2
Adi
JUL 16 '93 03:22PM P.60
0
E7giI8IT 1" TO CERTIFICATE OF CpMpyaT"N
ATT. 6 - Page 3
II
JUL 16 '93 03:22PM P.61
AMA
CERTIFICATE OF COMPLETION
l
r r s, Tidosa PGRTxoxs Gr Z=S 4 AM 7t 6LaC3; He OF THE CITY OF SAM
szpxA xmo, IN vm c:TY OF Silt 88Aj=:x0. CQUNW OF SAN
OF W30,NP=Z 1TER8CORD8 OPT SAID Comm, 1998maso as FQZ"Wsl i
sgat xx0 AT A Fozxf ON S8R 36ORT3t Lux or cons, STMT IN SAID
a&OC>t 200 vmtcz xS I>M PJ By '= L292 SE'1'i -= ZMS 4 MW l
IN Slto ALOCXs W2ST .24.24 Im ALOtd To 31OATA L=3M of
CMT STASaT '1'O Tu SOUTIMST C JMR OP To ZAaO CO3aV87�D BY
PXOMXR T=TL8 ZXSURANCS AM WRUS'T COMPAn TO R.C. 3t "ISOM BY
13, s92Sr I
nBEO RacoRbZO OCT088R 3t AM 417, PAQ1 0i, O�TCUL
aacm:ss 29=2 u vwv TRS sum =X3 or To zmv so cowvasgo as
VZOS221 TZTLS ZW=AX= 00 r3eu CMAMI No= o DvG• 07. 304
3u v o 117.13 aT. Boa oa LM r jo so XQW I.= oar "10 ZM 4s
== 3U f ATAW sa 3MTR O: SA=D LOT 4 2-
OF LOT 7. = BLOCK act SOt� 1.07 11VA34C To WNT Lin
cm sm LET 7i Ts31CS "! 2=010 3'!8 t PARALt•BL 1im %= UOtzl`M
Un 03 LOT 7 so %= M I I I am Cap= at my MMU=w PAN= Of
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of SASO L01 Sf TXD= VAT 2.10 TUT WAY3�� =LUts� "Zo
2= S TQ Ta s 'r CORRn of sm
THS EAST uss cw suc LOT 5 to Tu vQZM of 8i0IM1134.
AR mzxzx rolt 1PRDi TRIAM ]PA18=111 TO at MID Yw CC!' m YZTX
OZ'! RS OVZR Ta vzsT 23.00 MET OF Tu UST 43450 pan of sa
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RORSI! tif.21 lzuve ALL I>< BLOCK ZO Of 7373 CIT4 OY M :S YKOr
114 THE CYTY Or ox 90WARDI31o, is TIM covm OF SASt SWULMWIBO,
STATE Or CAL=lORiitflr A9 pa& PLAT ABCORZZD IM scat 7 OF 3l314S. PAGE
. ..o#•^e na nor gA 20 COMf'1"R$ AND OM TES RUT 10,00 rZ$T OF Z'3iAT
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JUL 16 '93 03:24PM P-62
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pac= 13 - OOtti' ......
CCx ,lQCI�Ki AT A POINT OX TX8 XQILZ8 LZlB 08 COURT s�liCa KDRT$ 0O
70.00 TRET F85T PAOK '1't>E EAST LINZ O! SAD I= 4;
cza e 11 3Q' VZST ALO0 TU EAST UNS Or TSM PRDp�� OR�s Y
cvo ST R.C. �nzsos, A Dsstmi or 1t6•04 Im,
TO THE LOATH Lin OP SaIg LOT 4: TWCB L%STMT 36.06 FELT AIA
THE 140ATI LZMI DP SAID LOT 41 TMCS SCUM-Q p2 . '0
in NORTH ugs O? C=,r STFXMS Tea mOATS
L221E Or COCA? STUST, 31.16 lass to TM POINT or MQZ=tlsl.
A&sc rAm VIST 10 PBET OP TH& 8AST 34.24 Yan or LOT 4, az= 30
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mm TWST CMUT zs � OVANM no •
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of SAM 31 ULMDzyce 6Zili's of D$o0t=$A D AS PIA CO�Ad I O a��a AS
sw1: 7 DP HAS+Q t PAGE 1 t Aa
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JUL 16 '93 03:25PM' P.63
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ozrjxmvzvo ON TxZ NOR OPT 80UTg iD OF A
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PARTY W " C8 14ORTS � IONG m czWEA a�,D PARTY iiAM
joiciR S ?
As p�R AS SAID WAIL ZZTEM J1ND cyNT2EOIN6 1► DI$'='!►E OF I2 PRET
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STRSETj TMIC8 IMST 45 PEES' TO TO P011tT C! SN'sMZXQ-
ExesrssrG TSZREFROS A PORTION CO o so "25M�C AND SI►M
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JUL 16 '93 03:26PM P,65
ATTACHMENT NO. 7
��na Ati'FT (J T D 7SG_ LTIl�
rrxnryrt�7Z�' C]F ..v�wren
1. For valuable consideration,Fore (h xein8fterRcalled
Fox ussell Hatle, sam �' x romise to pay to the
" ui 1 ors") uncondi i a Y guarantee an p
Redevelopment Agency of the City of San Se demand it lawfulrmoneytof
or called "Loan Guararit$r" and indebtedness
called Heritage rrower
the Uni a, California limited partnership►
Building, Ltd. , "Borrower") to Loan Guarantor.
(hereinafter collactively called Borrower )
The Word "i.ndebtedness" is used herein in its most Obligationgnsand
sense and includes any and all cne or more boof►them, heretofore,
liabilities of Borrower or any
now, or hereafter made, incurred or created, whether voluntary o
and however arising, whether due or not flue, absolute
involuntary idated, determined or
or contingent, liquidated or unliq liable individually or be
undetermined, and whether hether recovery may upon such indebtedness may
jointly with others, any statute cf limitations, or
be or hereafter become barred by
whether such indebtedness may be or hereafter become otherwise
unenforceable. called and
Z. The Loan Guarantor has approved at a duly 19Q, (the
held meeting of the roan tee of the Borrower's obligation
"Meeting") execution of a qu gran which Agency Guarantee shall
under a note (the "Agency Guarantee") , executed
be secured by this guarantee (the "Personal Guarantee") , at any
by Guarantors. The liability of Guarantors shall not exceed
one time the sum of One Million one Hundrded n t e -
Dollars ($1, 5 000) for principal, e A nc Guaran ee all
f eon v d e s ctio 1 of ss or on su par erso ether
ntaree upon e n e He up
with penalty and interest as A encyrand1thehBorrower (thee"OPA")n
Agreement by and between the g Loan Guarantor may permit, the
Notwithstanding the foregoing,
indebtedness of Borrower toie ctedanYind btednesa�,1includinglthat
a continuing guaranty role g
arising under success' transactions e to time Wr new sit lafterit hag been
the indebtedness or from to anY
satisfied. This Personal Guarantee shall not of
indebtedness created efts cation$ as r to future transactions-Oz Any
written notice of, its rev
payment by Guarantors shall not reduce their maximum obligation
hereunder unless writ o=rib rfa=to that the effect ee of g ch payment land
by Loan Guarantor at Loan Guarantor.
agreed to in writing by
3. The obligations hereunder are and a and several, and
independent of the obligations of Borrower,
or actions may be brought t and ortw�hethar Borrower nberjoined in
action is brought against
7 - Page 1
JUL 16 '93 03:27PM P•66
i
ens- and Guarantors waiver�� reunder or the
any such action or acts + their liability
• statuttbex'ao�.ng affecting
enforcement Guarantor, on
Guarantors authorize Loan Guarantor,'
liabilit a er'
4• affecting accelerate, Or
notice or demand and without opr ise, extend,
a renew, or otherwise change the
from time to time I time for payment of, ineludi increase
otherwise Chang art thereof, (b03 take and
terms of the indebtedness or any p or the
payment of this Personal Give anal release
or decrease of trig rase or rates of interest trig wa n► r
hold security for the , and exchange, anfonce, order or
indebtedness 9
uaranteed► such security and direct the
any such securl thereof apply one or more of the
sale thereof as Loan bstituter any its discretion may
manner of. and (d) release or su without notice
determine,
endorsers or guarantors- in Wan
hole or in part-
this Personal ire Loan Guarantor
g. Guarantors waive any right to r°
b roceed against or exhain ,Laan
to (a) proceed against Borrow c=i (�)�pursue any other remedy
security defense arising
held from Borrower;
Guarantor's power what6°ems®r� or other rd f nse f the liability
u reason of any disability cause whatsoover of th
reason of the cessation from any u h such indebtedness is in
Until all indebtedness co Bozrowar to Loan Guarantor have no
of Borrower. aid in full► even though shall
shall haVe been p hereunder, to enforce any xemedy
excess of Guarantors' 1 and l give any right
right of subrogation, or may hereafter have against
which Loan Guarantor now has and any right to participate in
benefit of, Loan Guarantor. Guarantors
Borrower, and waive any not
of
any security now or hereaf demands bf r performance,
waive all presentments, notices of protest, notices of dishonor,
prote;ts, guarantee and of• the
nonperformance, tance of this Pereonol 9n w or additional and notices f atiorpi, or incurring
existence,
indebtedness.
of setof E shall be deemed to have
6. No lien or right art of ,Loan Guarantor, or
been waived by any act or conduct on the P ht of setoff and
fact to exercise such right of setoff g to f setoff such
by any ne9 so doing; and avert rig of
lien, or by any delay► in
waived ox f leased by an instrument
en shall continue In full once and effect until such right
lien eaif ice y
setoff or lien executed by Loan Guarantor-in writing 's fees
Guarantors agree to pay reasonable attorney
7. bs incurred by Loan
and all other costs g enfoandme� of ethis personal Guarantee.
Guarantor in
malty charges.
S. This Personal Guarantee interest and pen Off Oct until by
rincipal, accrued fees and expenses incurred
such time
as all p paid in full- , At such
as applicable, and all other costa,
roan Guarantor pursuant to the OPA have been P
time as
all financial responsibilities of Borrower to Loan
ATT. 7 - Page 2
JUL 16 '93 03:27PM P_67
extinguished► this Personal Guarantee shall be
Guarantor have been Guarantors.
of no force and affect and shall be delivered to the r
9. in all cases where words used is bu.ainithe plural shall
a single Guarantor► then
• when be deemed to have been used in the singular Where the coast an
an there is more than one Borrower
construction so require►
named herein, or when this d e sonalwers"r an ethg word executed
Qunrantors"
than one Guarantor, the word one or more of them
respect
ivQly shall mean all and any
the undersigned Guarantors have
IN WITNESS WHEREOF► ► 1993.
executed this Personal Guarantee on
GUARANTORS
Ruasa Ratio
Raymo Fox
Sam FOX
Hyman Fox
ACCEPTED BY LOAN GUARANTOR:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By. Kenn Henderson,
Executive Director
x 7 • page 3