HomeMy WebLinkAboutR6- Economic Development ECONOMIC DEVELOPMENT AGENCY Copy
Office of Business Development
OF THE CITY OF SAN BERNARDINO
REQUEST ROR COMMISSION/COVNCIL ACTION
FROM: ROBERT E.BOTTS,Manager SUBJECT: JOHNSON SAFETY,INC.
Office of Business Development
DATE: September 10, 1996
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Synopsis of Previous Commission/Council/Committee Action(s):
On August 22, 1996 the Redevelopment Committee recommended that the Community Development Commission
approve an assistance package with Johnson Safety,Inc.
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Recommended Motion(s):
OPEN TO PUBLIC HEARING(scheduled at 11:00 a.m.)
CLOSE PUBLIC HEARING
(Community Development Commission)
and the
(Mayor and Common Council)
MOTION A: That the Community Development Commission/Mayor and Common Council make certain
determinations in accordance with Health and Safety Code Section 33444.6.
(Community Development Commission)
MOTION B: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN
BERNARDINO,CALIFORNIA,APPROVING AN AGREEMENT TO PROVIDE ASSISTANCE TO
JOHNSON SAFETY IN CONNECTION WITH THE REHABILITATION AND DEVELOPMENT
OF A MANUFACTURING FACILITY.
Administrator BERT E.BOTTK,Man ger
Office of Business Development
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Contact Person(s): Robert E.Botts. Phone: 5081
Project Area(s): Southeast Industrial Park Ward(s): First
Supporting Data Attached: Staff Report.Tenant I nptovesnea.Contract.Owner Participation Agreement,Resolution
FUNDING REQUIREMENTS: Amount: $70.000 Source: Tax Increment
Amount: $20.000 Source: Community Development Block Grant(CDBQ)
Budget Authority:
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Commission/Council Notes:
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REB:dIe:AGENDAVOHNSON.CDC COMMISSION MEETING AGENDA
MEETING DATE: 09/16/1996
Agenda Item Numbx� U,
14-,�{
ECONOMIC DEVELOPMENT AGENCY
Office of Business Development
of the City of San Bernardino
STAFF REPORT
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JOHNSON SAFETY,INC.
The City of San Bernardino has an excellent opportunity to secure a manufacturing company known as Johnson
Safety, Inc. This company wishes to relocate its operation from Ontario to San Bernardino. Johnson Safety
manufacturers seating components for van conversions for Chevy,GMC,Dodge and Astro.
The company has considered a number of locations and has narrowed its sites to one located in San Bernardino
at 1425 E.Cooley. The building will allow for future growth and expansion and provide an excellent economic
and housing environment for its employees. The facility is an approximately 78,000 square foot combination
warehouse and office structure that was previously owned and occupied by Rockwell International. The site is
located within the Southeast Industrial Park redevelopment project area.
The following are reasons that staff considers this an excellent opportunity for the City of San Bernardino.
A. Economic Factors Plan
This company fits the top priority of the Economic Strategic Plan under its "basic" tier in that the
company's income comes from outside San Bernardino,but the company and jobs are located within the
City.
B. Purchase Opportunity
The company plans to purchase the facility and improve the property by converting it to a manufacturing
facility.
C. Utility Tax Increment
At present,the company pays approximately$34,267 in utility bills which would produce$2,912 in net
revenues to the City annually. This amount will increase as the company expands.
D. Tax Increment
Tax increment of approximately$13,500 will be produced. Gross sales are presently$5,700,000 and the
company is growing and expanding.
E. New Jobs
According to the owners, approximately 91 new/permanent jobs will be created by this venture. The
company will relocate 71 employee positions immediately,and add 20 additional positions in the first year
of operation in San Bernardino.
F. Employment Linkage Agreement
Employment and Training Agency(SBETA),as the JTPA administrative entity for the City,will enter into
an agreement with Johnson to provide on-the-job training(OJT) for up to 91 employees from the local
area. JTPA will pay 50%of an employee's salary for up to six months when hired through SBETA. In
addition, the Agency's Employment Linkage Program will reimburse the company$1,000 per employee
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REB:dIe:AGENDAVOHNSON.CDC COMMISSION MEETING AGENDA
MEETING DATE: 09/161 996
Agenda Item Number:
COMMUNITY DEVELOPMENT COMMISSION -STAFF REPORT
RE: JOHNSON SAFETY,INC.
September 16, 1996 page 2
that are hired through SBETA and who remains on the payroll for a minimum of one year from the date of hire.
Maximum reimbursement under the Linkage program is$20,000. This program will become operative 120 days
after the company commences operation at the new site.
G. Occupancy of a Vacant Facility
The purchase and occupancy of this long vacant facility by a viable and expanding company will improve
and enhance the surrounding area. The Senior Planner is working with the company to resolve planning
and title issues. The Manager, Office of Business Development, is coordinating efforts between the
Agency, the company and SBETA relative to the Employment Linkage Program.
In order for the transaction to occur,Johnson Safety has asked for financial assistance from the Agency
to assist in the purchase of equipment and capital expenditures to overcome the burden of capital
improvements associated with converting the facility to an industrial uses after the initial purchase. The
deal points are as follows:
1. Johnson Safety will invest$1,350,000 towards the purchase of the approximately 78,000 square
foot facility.
2. The Agency will provide $70,000 to assist in off-setting a portion of the necessary capital
improvements to the building.
3. The Agency will provide non-tax increment assistance up to $20,000 under the Employment
Linkage Program ($1,000) per employee, (up to a total of 20 employees in year one), who are
employed through SBETA and are retained on the payroll for at least one year.
4. If, at any time before completing five continuous years of operation following execution of the
Owner Participation Agreement to implement this action, Johnson Safety, Inc. should cease
operations within the City,all funds provided through the Economic Development Agency shall be
repaid to the Agency.
5. Further,these actions and assistance are contingent upon satisfactory and City approved resolution
of any parking lot issues related to the off-site parking currently being maintained by Rockwell
International.
Based upon the foregoing,staff recommends adoption of the form motion.
ROBERT E. BOTTS,Manager
Office of Business Development
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RFB:d1e:AGENDAVOHNSGN.CDC COMMISSION MEETING AGENDA
MEETING DATE: 09/16/1996
Agenda Item Number: ��
City of San Bernardino
ECONOMIC STRATEGIC PLAN
POLICY STATEMENT
ALLOCATION OF RESOURCES
V (Attach t`O %taff reports on projects requesting assistance.)
As adopted and approved by the San Bernardino City Council and Community Development Commission THE
TOP PRIORITY AND FIRST CALL ON CITY OR ECONOMIC DEVELOPMENT AGENCY FUNDS
SHALL BE THE DEVELOPMENT, EXPANSION AND RECRUITMENT OF BUSINESS AND
INDUSTRY WHICH BRING JOBS AND DOLLARS FROM OUTSIDE SAN BERNARDINO'S
ECONOMY OR PROJECTS THAT SUPPORT THE FOREGOING!
PRIORITY ONE(1) is made up of the BASIC economic activities which are "Net Importer's of Dollars(NID's),
as defined in the adopted Economic Strategy Plan.
PRIORITY ONE businesses produce a product or service that is sold outside San Bernardino and will brings new
jobs and dollars into the City. Some examples of industrial and manufacturing companies that sell products outside
of San Bernardino,are Cobra or Accent Furniture which manufacture products in our City and sells them throughout
the U.S. Another organization is the US Postal Service's Remote Encoding Center which provides a service,but
derives its revenue from outside of San Bernardino. These examples fits Priority One.
*** THIS BUSINESS/PROJECT FITS PRIORITY ONE YES [ ] NO [ ] ***
ANY COMPANY OR PROJECT THAT DOES NOT FIT THE FOREGOING CRITERIA
SHALL BE CONSIDERED A SECONDARY CATEGORY.
(Please complete the attached. Detail why this project should be considered for funding.)
To support consideration for funding this project the following information is required:
1. Does the business entity produce a product or service that is sold outside the City of San Bernardino?
YES j NO [ ]
I
If not a business,does this project support the adopted strategy as a PRIORITY ONE project?
YES [ ] NO [ ]
2. If YES to No. 1 (above), do all sales/revenue come from outside San Bernardino?
YES`[/, NO [ ]
If NO, what is the percentage of sales/revenue that comes from outside San Bernardino?
EDA-ESP2
3. Total sales/revenue for the company? $ '
Total sales/revenue from inside the City? $
Total sales/revenue from outside the City
Secondsy_business or project category,
This company/project does not fit Priority One;however, it should be considered for approval and/or funding.
YES [ ] NO [ ]
If yes,please explain in detail how this business/project fits or supports Priority One or other Priorities, as
approved in the adopted Economic Strategy Plan?
Approved for consideration:
Agency Administrat ,EDA
EDA-ESP2 }
ECONOMIC STRATEGIC PLAN
POLICY STATEMENT
COST BENEFIT ANALYSIS
(Use this form if the project fits the Economic Strategic Plan-Priority One)
*** THIS BUSINESS/PROJECT FITS PRIORITY ONE AS ADOPTED AND APPROVED IN THE
ECONOMIC STRATEGIC PLAN? YES ( ] NO[ ] ***
Name of Business: T Ic`c\Y` T
Type of Business:
Gross Sales:
*** BENEFITS ***
Number of Jobs
Number of relocating employees? G
Number of projected new hires in year one? ` 0 1J
Total number of new jobs to San Bernardino? 1
Number of entry level positions? I Wage Scale$ tilt Y
Number of supervisory level positions? 7 _ Wage Scale$ [I(w, I`�
Number of management level positions? S Wage Scale$ 13, J J y,
Capital Investment
Total purchase price of building? �t 3 5-04 a00
Total cost of Tenant Improvements by the company?
Revenue to City
Total Taxable sales? X 1%=$ net to the City Annually
Total tax incretiienl? 1 ` r, o= )-ufuTT4 X��Ti I Q� Annually
1J �
TO(al utility bills'? x--(07 X 8.50% _ $_rT�`� net to the City Annually
EDA-ESP3
5
*** COSTS ***
Proposed assistance
Loan$ Rate Term
Loan Guarantee$ — Term `— (Contingent Liability)
Grant $ -70 040 �f(or_ASS \1 NCB (I]
Employee Linkage Program
Number of new employees during year one of operation @ $1,000 per employee
$ 0, 00 0
Off-site improvements?
Industrial Revenue Bonds (pass through) $
EDA-ESP3
L�
JOHNSON SAFETY, INC.
2101 East Francis Street
Ontario, California 91761
(909) 947-7575 • FAX(909) 947-4939
September 10, 1996
Mr. Robert E. Botts
Manaqer
Economic Development. Agency
201 North E Street, Suite 301
San Bernardino, CA 92401
Re: 1425 Cooley Court, San Bernardino
Dear Mr. Botts :
I am sorry that we have made so many changes, but this shall
be the final tenant improvement contract. This letter shall
replace the one from September 4, 1996.
My husband will sign the contract today and will finalize it
and the total is $112, 660. 00. Also I have attached contract A and
it will replace Phase I, but it will be the same as Phase I. I
have also attached contract B and it will replace Phase II and the
amount of that contract is 511, 880.
We will be sending someone to drop off the hard copy to you
today. If you have any questions, please don 't hesitate to give me
a call as soon as possible.
Sincerely,
4��
MC/gg
Enclosed
�n
09/09/11 ' 95 14: 10 71425G202G DONLON & SON CONST. PAGE 02
DONLON & SON CONSTRUCTION COMPANY
2905 PARK VISTA COURT
FULLERTON, CALIFORNIA 92635
714-256-0606
/-hAjt6e- Cep-,�z c,4-A
TENANT IMPROVEMENT CONTRACT
TIUS AGREEMENT MADE THIS 9TH DAY OF SEPTEMBER 1996, BETWEEN DONLON & SON
CONSTRUCTION COMPANY, r A CALIFORNIA CORPORATION HERE-IN-AFTER CALLED
CONTRACTOR, WHOSE ADDRESS IS 2905 PARK VISTA COURT, FULLERTON, CA.92635 AND
*11;LLIWNE NUMBER IS 714-236-0606 AND MR CHANG,HERE-IN-AFTER CALLED OWNER, WHOSE
ADDRESS IS 2101 EAST FRANCIS STREET, ONTARIO , CALIFORNIA 91761, CONTRACTOR AGREES
T() °P''RFbRM 'TENANT IMPROVEMENT WORK ON A BUILDING LOCATED AT 1425 COOI,EY
tr(X1R'T, SAN BERNADINO,CA.
TFiE WORK SHALT,BE IN ACCORDANCE WITH THE FOLLOWING SPECIFICATIONS.
1• ,.aOffnCCMRAL AND F.NGINBERING
ARCHITECTURAL FLANS AND ENGINEERING FOR WINDOWS AND MEZZANINE CUT OI;T 'RE
INCLUDED,
CMCK AND PERMIT FEES
MAN CHECK AND PERMIT FEES ARE UNKNOWN AT THIS TIME AND WILL BE PAID FOR BY Opt-,�VR.
3. DEMOLITION
A. CONTRACTOR WILL CUT THROUGH MEZZANINE FOR ACCESS TO FLOOR ABOVE. SA W!'(,i
EDGE OF MEZZANINE TO HAVE A STEEL ANGLE IRON AROUND PERIMETER TO PRO-TE('?'
.EDGES.
B SAWCUT TILT UP PANELS FOR ONE(1)NEW 8'X 4'AND ONE(i)NEW 3'X 5' WINDOW Ar,r,
REMOVE CONCRETE.
CONTRACTOR WILL REMOVE T-BAR IN OPEN AREA OF FIRST FLOOR
DEMOLITION OF APPROXIMATELY THREE HUNDRED SIX'T'Y FIVE(34 1) LINEAL FE EJ 01
DRYWALL PARTITION WALLS.
F Da4OLMON OF EXISTING FIRE SPRINKLER HEADS, APPROXIMATELY THREE Frt r',f?R 1- ) .-i�i7
'I'SM'ENTY SIX(326).
C DEMOLITION OF POWER CIRCUITS AND LIGHT FLX TURFS.
DEMOLITION OF TWO(2)OFFICES.
DEMOLITION OF H.V.A.C. DUCTWORK FROM EQUIPMENT ROOM TO START OF I I ZZ,n"N1N;
SAWCUT REMOVE CONCRETE FOR SINGLE TRUCKWELL.
{ REMOVE CONCRETE SLAB. STOREFRONT AND STUCCO AT EXISTING TRUCKWELI: TO :-5R1P1v
BACK UfM SERVICE.
4� i'o"PC`='TE
A CONCRETE PAD FOR TENANT SUPPLIED COMPRESSORS MEASURING APPROXiMAITTLY" X 12'
9- REINFORCED CONCRETE SLATS FOR NEW DOCKWELL MEASURING .4PPROXIMAT'E—Y
12'X 40'X 6"THICK.
S. r%4M NG A"DRYWALL
A. CONTRACTOR WILL PATCH DUCTWORK WHERE NEEDED-
8 PATCH DRYWALL ARE WALLS ARE TO 13E DEMOLISHED.
L" CONSTRUCT APPROXIMATELY SEVENTY EIGHT(78)LINEAL FEET OF DRYWALL PAR";I"T10NS
CONSISTING OF 3-5/8" STEEL STUDS WITH 519"DRYWALL EACH SIDE
D" CUT THRU FOR TWO DOORS.
Imo'- 1s . Dated. Sept. , 1996 Initials: k Dated: Sept. ! 1996
Page 1
09!09%1996 14: 10 7142562026 DONLON & SON CONST, PAGE 03
E. BUIID S'WIDE WALL FOR DOOR RELOCATE.
F. PATCH WALLS WHERE ADDED WALLS ARE DEMOLISHED.
G. BUILD ONE DRYWALL PARTITION APPROXIMATELY 6'X 10' WHERE FILE AREA
OCCURS.
6. CEILINGS
A. PATCH AND REPAIR T-BAR CEILINGS WHERE DEMOLITION OCCURS.
7. KIJSC'rWAL
A. TWO(2)SEPARATE CIRCUITS TO TENANT SUPPLIED AIR COMPRESSORS.
B. RELOCATE TWO(2)POWER PANELS TO NEAREST EXTERIOR WALL.
C. REPAIR EXTERIOR WALL PACK LIGHTS.
D. DEMO ELECTRICAL CIRCUIT'S IN WALLS THAT ARE DEMOLISHED.
E. RAISE SPEAKERS TO STRUCTURE IMMEDIATELY ABOVE AND MOVE CLOSED CIRCUIT
MONIT M TO NEW TELEPHONE ROOM.
P. RE-HANG LIGHTS UNDER MEZZANINE AS NEEDED.
S. B.V.A.C.
A. DISCONNECT AND REMOVE DUCTING AND VAV BOXES AT FIRST FLOOR WHERE DEMOLI T'ION
OCCURS.
B. CAP Off EXISTING DUCTWORK AS REQUIRED,
9. G( G
A. CUT THROUGH TILT-UP PANEL WALL AND INSTALL ONE(1)8'X 4'"MFff-D 'N TN--0O W
B INCLUDES ENGINEERING AND STRUCTURAL STEEL"C" CHANNELS.
C CUT TTItOUGH TILT-UP PANEL WALL AND INSTALL ONE(1) 3' X 5'TINTED WT-,.n-Ow
10. V
,k. RELOCATE FOUR(4)SINGLE DOORS AND ONE(1)DOUBLE DOORS AND MA N S
2 INSTALL T'IIFt :E(3)PORVENE OR EQUAL,MID DUTY,OVERHEAD ROLL UP D001?�; Its' \ ,:?
X 1. 11[XZZANUq1
A CUT OPENING IN EXISTING MEZZANINE AND REMOVE SECTION APPRO'C I- ATEL'.' t,' ,i I
INSTALL,4'HIGH CHAIN LINK FENCE AROUND PERIMETER OF CUT THROUGH 16 L:�-;=a.i, F L•T
PLUS TWO 6'GATES.
12. I'iMHES
A PAI1rr WALLS WHERE DEMOLITION OCCURS.
13. m 3cxjj a►14EOUS
A INSTALL DOCK BUMPERS, ANGLE IRON AND RAILINGS FOR DOCKWELL.
S. INSTALL ONE CHAIN LINK FENCE NEAR COMPRESSOR PAD APPROXWATELY 9' N R'
UPON COMP'LET'ION OF THE PROJECT,CONTRACTOR AGREES TO REMOVE ALL CON;yT 21,CT1(-,''1
RELATED DEBRIS AND SURPLUS MATERIALS FROM THE OWNER'S PROPERTY ANI) LEAVE ti,itll
PRGPERTY IN A NEAT AND BROOM CLEAN CONDITION.
15. 1"CLUSPONS
A HAZARDOUS OR TOXIC WASTE, INVESTIGATION AND REMOVALS,
H. ANY NEW OR ADDITIONAL COSTS, IF REQUIRED ICY THE CITY OF
SAN BERNADINO TO BRING THE EXISTING BUILDING UP TO CODE.
C. MASTIC OR GLUE REMOVAL FROM SLAB.
D- PE RNM OR PERMIT FEES.
E. FIRE CORRIDORS,
F. M SCTRICAL PANELS OR TRANSFORMERS.
16. THE FOLLOWING DEFINITIONS SHALL APPLY TO THIS SECTION: Q
Initials: , Dated: Sept. 1996 Initials: Dated: Sept / 1996
Page 2 -`—
09/09!1936 14: 10 7142562026 DONLON & SON CONST. PAGE 04
A. ,S'ART;THE FIRST DAY THE CONTRACTOR HAS A WORK CREW ON THE
JOB SITE AFTER 08TAPflNG A BUILDING PERMIT_
B. 'THE DATE CONTRACTOR OBTAINS THE FINAL INSPECTIONS
FOR ELECTRICAL,PLUMBING,HEATING, VENTILATION,THE
BUIIJMG PERMIT.OR OCCUPANCY OF BUILDING,WHICHEVER OCCURS FIRST
C. PHYSICAL CALAMITY: AN EARTHQUAKE,FIRE OR OTHER NATURAL
CATASTROPHE.
17. CONTRACTOR SHALL FURNISH CURRENT CERTIFICATES SHOWING.
A. WOFOM'S COMPENSATION INSURANCE.
B. WITHOVf LIMTTING THE CONTRACTOR'S LIABILITY PURSUANT TO THE INDEMNITY
PROVISIONS OF THIS CONTRACT AGREEMENT,THE CONTRACTOR SHALL MAINTAIN
GENERAL LIABILITY INSURANCE IN THE AMOUNT OF AT LEAST ONE MILLION
DOLLARS($1,000,000.00)PER OCCURRENCE. THIS INSURANCE TO INCLUDE PRODucT
LIABILITY THE POLICY SHALL PROVIDE THAT THE OWNER WILL RECEIVE AT LEAST
TEN(10)DAYS NOTICE OF CANCELLATION.
C ANY PROPOSED CHANGES IN THE CERTIFICATES SHALL BE SUBMITTED TO OWNER
FOR APPROVAL. AT ALL TIMES DURING THE TERM, OWNER SHALL BE ENTITLED TO A
COPY OF THE THEN PREVAILING CERTIFICATE-
D. IT SHALL BE THE DUTY OF THE CONTRACTOR TO OBTAIN INSURANCE WHICH
COMPLIES WITH THE REQUIREMENTS OF THIS SECTION. IF THE OWNER IS PROVIDED
WITH COPIES OF POLICIES WHICH DO NOT FULLY COMPLY WITH THE REQUIRF1k4ENT'ti
OF THIS SECTION, ITS FAILURE TO OBJECT OR ITS FAILURE TO OBTAIN STRICT
COMPLIANCE wu.L NOT BE DEEMED A WAIVER OF OWNER'S RIGHTS UNDER T;Is.
SECTION. NOR WILL OWNER'S RIGHTS UNDER THIS SECTION BE BA.RREI) 0R 11EM.jCE
BY THE DOCTRINES OF LACHES OR ESTOPPEL BECAUSE OF OWNER'S FAT, T I H To
OBJECT OR FAILURE TO OBTAIN STRICT COMPLIANCE.
18 AIJ,No TXTS, DEMANDS,OR CONSENTS REQUIRED OR PERMITTED UNDER THIS CONTRACT
ACMED4DIT MUST BE IN WRITING AND MUST BE DELIVERED PERSONALLY OR SENT ,9Y
CERTIFIED MAIL(K)STAGE PREPAID,RETURN RECEIPT REQUESTED)TO T1-9--OTHER PX v
AT THE ADDRESS SET FORTH IN THIS CONTRACT, OR TO ANY OTHER ADDRESS G!ti E:V by
E MiER PARTY TO THE OTHER IN WRI'T'ING. IN THE CASE OF MAILING, THE EFFECTI VIE DATE
OF rX7 PJT RY OF ANY NOTICE,DEMAND OR ANY CONSENT SHALL BE CONS mERFD"IT} i3E
FTVB DAYS AFTER MAILING.
19 T--ME IS Of THE ESSENCE OF THIS CONTRACT AGREEMENT. CONTRACTOR ESTDAATE5 T1,MT-1
(� CONSTRUCTION TO BE SIXTY(60)WORKING DAYS AFTER THE GRADING IS APPRO',TD BY
HHE DEPARTMENT OF BUILDING AND SAFETY IF CONTRACTOR IS DELAYED AT AN`f T1tJF !;I[
TILE PROGRESS OF THE WORK BY CHANGE ORDERS IN THE WORD LABOR DISPUTES. FIRE
U-*4L UAL DELAYS IN DELIVERIES, ABNORMAL OR ADVERSE WEATHER CONDITIONS NIOT
REASONABLY ANTICIPATED, UNAVOIDABLE CASUALTIES,OR ANY CAUSES BEYONT) TH-C
CONTRACTORS CONTROL,OR AS A RESULT OF ACTIONS,REQUESTS, DIRECTIONS OP
CI'.ANGES INITIATED BY THE OWNER,THEN THE CONTRACT TIME HEREIN SPECIFIED "HALL.
131?lw'XTENDED BY A REASONABLE LENGTH OF TIME.
20. DAMA(IE AND DESTRUCTION:PROPERTY INSURANCE:
UIqL-ESS OTHERWISE PROVIDED HEREIN,OWNER SHALL MAINTAIN AT OWNER'S EXPENSE,
WITH A CCIMPANY LAWFULLY AUTHORIZED TO DO BUSINESS IN THE STATE OF CALIFORNIA,
' OPERTY INSURANCE IN THE AMOUNT OF THE TOTAL SUM OF THIS CONTRACT AND
SUBSEQUENT MODIFICATIONS THERETO ON A REPLACEMENT COST BASIS WTINOU'T'
VOLUNTARY DEDUC rMLES. SUCH INSURANCE SHALL BE MAINTAINED UNTIL FINAL
PAT ENT HAS BEEN MADE TO CONTRACTOR UNDER THIS CONTRACT. THE iNSLRAN(-E
S�d.L INCLUDE THE INTEREST OF OWNER, CONTRACTOR, SUBCONTRACTOR'S AND
SUBCONTRACT WORK. SUCH PROPERTY INSURANCE TO BE MAINTAINED ON AN ALL RISK
POLICY FORM AND SHALL INSURE AGAINST THE PERILS OF FIRE AND THE E.CTEN)ED
(_`OVERAGE AND PHYSICAL LOSS OR ANY DAMAGE INCLUDING, WITHOUT THE DUPLICATION
Initial: , Dated: Sept. 1996 I��I
Initials: Q
Dated Sept. _ 1 _, 1996
Page 3
09/09; 14: 10 7142562026 DONLON & SON CONST. PAGE 05
OF COVERAGE, VANDALISM,MALICIOUS MISCHIEF,THEFT,COLLAPSE,FALSE-WORK,
TEMPORARY BUILDINGS AND DEBRIS REMOVAL INCLUDING DEMOLITION OCCASIONED BY
THE ENFORCEMENT OF ANY APPLICABLE LEGAL REQUIREMENTS, THE OWNER, MAY BUT
SIIAI,L NOT BE REQUIRED TO, AT THE OWNER'S EXPENSE MAINTAIN ADDITIONAL
COVERAGE SUCH AS WITHOUT LD,IITATION EARTHQUAKE AND FLOOD INSURANCE. THE
OWNER ACKNOWLEDGES THAT THE CONTRACTOR HAS ADVISED THE OWNER THAT THE
USUAL FORM OF COURSE OF CONSTRUCTION INSURANCE DOES NOT INSURE AGAINST
EARTHQUAKE HAZARDS. THE PARTIES HEREBY AGREE THAT THE RISK OF EARTHQUAKE
F-kZARDS IS ON OWNER'S AND NOT THE CONTRACTOR. THE CONTRACTOR SHALL NOT BE
LIABLE FOR ANY INJURY TO PERSONS OR ANY DAMAGE TO THE PROPERTY(INCLUDING
WITHOUT LIMPTATION,THE CONSTRUCTION WORK UNDER THTS CONSTRUCTION CONTRACT)
CAUSED BY EARTHQUAKES.iTHE CONTRACTOR SHALL NOT BE REQUIRED TO REBUILD
At"17ER ANY DAMAGE CAUSED BY EARTHQUAKE UNLESS THE CONTRACT PRI(,E IS ADJUSTED
TO COVER THE INCREASED COSTS THEREOF AND THE CONTRACTOR'S PROFIT AND
CVERHEAD AT THE RATE REFERRED TO IN THIS CONSTRUCTION CONTACT
21 THS WARRANTY AGAINST ANY DEFECTS IN MATERIAL AND WORKMANSHIP
")"TAR-TED IN THIS CONTRACT IF ANY SHALL NOT APPLY TO LOSS, DAMAGE OR
DE'TMUCTION FROM THE TYPES OF PERILS COVERED BY THE STANDARD FORM OF ALL RISK
PgLCPE tTY INSURANCE NOR AGAINST UNINSURED CASUALTIES SUCH AS, WITHOUT
LIMITATION,FLOOD AND EARTHQUAKE.
22 IMS CONTRACT AND THE PLANS AND THE SPECIFICATIONS ARE INTENDED TO
S'JFELEMENT ONE ANOTHER IN THE CASE OF A CONFLICT, HOWEVER, THE SPECIFICA110t14:;
,,ALL CONTROL THE PLANS, AND THE PROVISIONS OF THIS CONSTRUCTION CONTRACT
SHALL CONTROL BOTH. IN THE EVENT THAT WORK IS DISPLAYED ON THE PLANS, BUT LOT
f7'kI.ED FOR IN THE SPECIFICATIONS,THE SPECIFICATIONS SHALL PREVAIL. iN THF EVENT
F'' AT WORK IS CALLED FOR IN THE SPECIFICATIONS BUT NOT DISPLAYED IN THE PL.?NS.,
".'CE CONTRACTOR SHALL BE REQUIRED TO PERFORM AS THOUGH CALLED FOR AND
DISPLAYED IN BOTH PLACES.
'_�-TY DEVIATION FROM THE REFERENCED PLANS AND SPECIFICATIONS OR ANY,�DDIT O'�,_i�_
I ��AX REQUIRED MUST BE DOCUMENTED ON A WRITTEN CHANGE ORDER FO tM AND
BY OWNER AND CONTRACTOR,OR CONTRACTOR'S REPRESENTATIVE COST FO,?
l °!I'3 ADDITIONAL WORK SHALL,BE BASED ON TIME AND MATERIAL PLUS 18.25%O%T R-�—A D
PST)PROFIT. ALL CHANGE ORDER WORK SHALL BE PAID IN FULL AT THE TIME THE CH.±l (j
:? (L It IS (`OMPLETED WITHOUT ANY RETENTION MOINES HELD BY OWNER. CHANGE
-1,RDERS MUST BE SIGNED BY THE OWNER AND CONTRACTOR PRIOR TO THE EXTRA ��'ORi:
+:, ►MMFNCING.
24 DUH TO THE FACT THAT THE SOILS CONDITIONS ARE UNKNOWN UNTIL A SOILS
IT VfSTIGATION HAS BEEN DONE,OR EXCAVATION HAS STARTED, THE CONTRACTOR
SI"E. -MCAI.L.Y EXCLUDES ANY ADDITIONAL WORK REQUIRED DUE TO'I HE SOILS
Cc)MDTTION. SHOULD THE SOIL CONDITIONS, EXCAVATION OR GRADING WOR{ REVEAL
MAT ADDITIONAL SOULS WORK IS REQUIRED,THEN THE CONTRACTOR SHALL. AT HIS
j*);�TION, DO WHATEVER IS NECESSARY TO CORRECT THE SOILS CONDITION, SHOULD A:,Y
r> THE ABOVE DESCRIBED CONDITIONS OCCUR,THIS WOULD AUTOMATICALI-Y
" NISTTTUIE AN ADDMONAL COST WHICH SHALL BE PAID BY THE OWNER BASED ON A
I IAA AND MATERIAL COST PLUS 18.25%OVERHEAD AND PROFTT. THE ADDITIONAL COST. IF
Vilry, MUST BE PAID IN FULL, UPON COMPLETION SAID WORK.
25 31 fCVW START OF CONSTRUCTION BE DELAYED BEYOND OCTOBER 31, 1996 FOR AN-Y
-tE ASON BEYOND THE CONTRACTORS CONTROL,OWNER AGREES TO COMPENSATE
)NTPACTOR FOR ANY INCREASES IN LABOR AND MATERIAL OR SUBCONTRACTOR COSTS
IrtiIIall: , Dated: Sept. , 1996 Initials: Dated. Sept 1 , 1996
Pa$C 4
09/69` :996 14: 16 7142562026 DONLON & SON CONST. PAGE 06
26 CONTRACTOR SHALL BE EXCUSED FOR ANY DELAY IN COMPLETION OF THE WORK CAUSED
BY ACTS OF GOD OR PHYSICAL CALAMITY,OF OWNER OF OWNER'S AGENT OR UNFORESEEN
LABOR TROUBLE BEYOND THE CONTRACTOR'S CONTROL; ACTS OF PUBLIC UTILITIES,
PUBLIC BODIES, OR INSPECTORS(BUT NOT RELATED TO POSSIBLE DEFECTS IN
CONTRACTORS PERFORMANCE)EXTRA WORK ORDERED BY OWNER;FAILURE OF OWNER TO
MAKE PAYMENTS PROMPTLY: OR ANY OTHER CONTINGENCIES UNFORESEEN BY THE
CONTRACTOR AND BEYOND HIS REASONABLE CONTROL. IF WORK IS DELAYED BY A
CHANCE ORDER BY THE OWNER,THE CONTRACT TIME SHALL BE EXTENDED FOR A
PROPORTIONATE TIME,AS NOTED BY THE CONTRACTOR ON CHANGE ORDER AND SIGNED
BY OWNER AND CONTRACTOR
27 IT IS ASSUMED THAT THERB IS AN EXISTING USABLE SEWER TO THE PROPERTY LINE,
1 HMU7M, CONTRACTOR HAS NOT INCLUDED ANY SEWER WORK BEYOND THE PROPERTY
LINE, SEWER ASSESSMENT FEES SHALL BE PAID FOR BY OWNER
211 CONTRACTOR HAS NOT INCLUDED ANY UTILITY COMPANY FEES, CHARGES OR 71URN-0NS.
OR ANY PROVISIONS REQUIRED FOR FUTURE WORK. THE RESPONSIBILITY OF ALL UTILITIES
TO BE THE OWNER'S OBLIGATION.
OWl+IER'S AGREE TO DESIGNATE MR CHANG TO ACT AS THE OWNER'S REPRESENTATI-VE
DURING THE PLANNING AND CONSTRUCTION OF STRUCTURE. THE SIGNATURE OF MR.
('BANG ON ALL DOCUMENTS IS TO BE BINDING AS THOUGH SIGNED BY ALL PARTIES
'-')NTRACTORS REPRESENTATIVES WILL BE MR. CHARLIE BUDDS AND]OF-DONNELLAN
30 T HE OWNER SHALL HOLD FIVE PERCENT(5%)OF CONTRACT SUM AS RETENTION.
Rf;"IENTION SHALL BE PAID IN FULL TO CONTRACTOR FIFTEEN(1 S)DAYS AFTER OBTAINING
FINAL APPROVAL BY THE SAN BERNADINO BUILDING DEPARTMENT, OR OCCUPANCY OF
B GELDING, WHICHEVER OCCURS FIRST.
'•l -7HE CONTRACTOR AGREES TO FURNISH TO THE OWNER, ALL LABOR, AND MATE.RJ A:.
R-':L2ASES FROM THE CONTRACTOR AND HIS SUBCONTRACTORS PRIOR TO THE ISSUANCE Ot-
F N,4L MONEYS,
12 11-113 OWNERS AGREE TO SIGN AND RECORD THE NOTICE OF COMPLETION WITHIN FI`rT ( 5
L),'4"!S AFTER THE PROJECT IS SUBSTANTIALLY COMPLETE. THE CONTRACTOR NtkY LSE`+
U('!"�JPANCY UNTIL THE NOTICE OF COMPLETION HAS BEEN RECORDED
;'M ONE YEAR WARRANTY FOR MATERIALS AND WORKMANSHIP TO START FROM "1141:
..;ATE OF FINAL INSPECTION,OR OCCUPANCY OF BUILDING,
14 I!'THE CONTRACT SUM INCLUDES ALLOWANCES AND THE COST OF PERFORMUNG IxE
')RK COVERED BY THE ALLOWANCE IS EITHER LESS OR GREATER THAN THE ALL,O'.VrS NC i
I_;E CONTRACT SUM SHALL BE INCREASED OR DECREASED ACCORDINGLY UNLESS
I MWISE SPECUIED By THE OWNER IN WRITING, CONTRACTOR IS TO USE HIS OWN
='`TENT IN ACCOMPLISHING THE WORK COVERED BY AN ALLOWANCE. IF OWNER
-1 QUF STS THAT THE WORK COVERED BY AN ALLOWANCE BE ACCOMPLISHED IN A TAY
T'IiAT THE COST EXCEEDS THE ALLOWANCE,CONTRACTOR SHALL COMPLY WTni THE
!�XNER'S REQUEST PROVIDED OWNER PAY THE ADDITIONAL COSTS UPON COMPLETION OF
S UD WORK, PLUS CONTRAC'T'ORS 18.25%OVERHEAD AND PROFIT.
35. IN THE EVENT THAT WORK PERFORMED UNDER THIS CONSTRUCTION CONTRACT SHOULD
31?ElES'TROYED OR DAMAGED 13Y WIND, WATER,EARTHQUAKE OR ANY CAUSE
'-'ONTRACI'OR COULD NOT HAVE REASONABLY FORESEEN AND PROVIDED FOR, THk N TIHE
-t) SS OCCASIONED.THERE FORE,TO BE BY THE OWNER.
36 A-NY X)ISPL17E•CLAIM OR CONTROVERSY ARISING OUT OF,OR IN CONNECTION WITH THE
13ERF ORMANCB OF THIS CONTRACT OR THE INTERPRETATION OF IT 1S SUBJECT TO G}
Initials: Dated: Sept. , 1996 Initials: Dated: Sept ! 1996
Page 5
09%05:'1996 14: 10 7142562026 DONLON & SON CONST. PAGE 07
ARBITRATION. A PARTY DESIRING ARBITRATION SHALL GIVE WRIT'T'EN NOTICE TO THE
OTHER PARTY,CONTAINING A GENERAL DESCRIPTION OF THE CONTROVERSY TO BE
SUBJECTED TO ARBITRATION AND DESIGNATING,BY NAME, AND ADDRESS, AN
ARBITRATOR WITHIN FIVE DAYS AFTER SUCH NOTICE, THE OTHER PARTY SHALL
DESIGNATE HIS ARBITRATOR IN WRITING BY NAME AND ADDRESS.THE TWO(21
ARBMRATORS SO SELECTED SHALL CHOOSE A THIRD(3RD) ARBITRATOR WITHIN TEN (10)
DAYS AFTER THE OTHER'S ARBITRATOR IS DESIGNATED. THE ARBITRATORS SHALL
(%
09 '09%!996 14: 10 7142562026 DONLON & SON CONST. PAGE 08
ALL WORK TO BE IN ACCORDANCE TO LOCAL BUILDING CODES AND TO BE COMPLETED FOR THE SUM
OF ONZ HUNDRED TWELVE THOUSAND SIX HUNDRED AND SIXTY DOLLARS.(S 112,660.00). TRAM:
YOU FOR CONSIriERING MY COMPANY FOR YOUR PROJECT.
t
UPON SIGNING OF CONTRACT: $11,000-00
UPON COMPL MOIN OF DEMOLITION: $31,500.00
UPON COMPI.LT ION OF ROUGH ELECTRICAL AND DRYWALL: $38,00000
UPON COMPLETION OF CONCRETE: S15.000.00
UPON COMYLET70NOF WORK: $11,610.00
FUI�(15)DAYS AFTER OBTAINING FINAL APPROVAL By THE SAN $5.55000
BER:NAD[NO BUILDING DEPARTMENT OR OCCUPANCY OF BUILDING,
WM CI-VER OCCURS FIRST.
T(--,T 4L CONTRACT AMOUNT: $112.660.00
1
t►(`C'EP'TED BY: ACCEPTED BY: —
MR. .M. LTD OWNER JOSEPH DONNELLAN
I.A.p.M. LTD. ONG&SONCONST;ZUC''10:}N
DATF-D: SEER 1996 DATED: SEPTEMBER / 1996
N iala: . Dated: Sept. 1995
Page z Initials:JTL_ Dated Sept. 1996
14:10 7142562026 DONLON & SON CONST. PAGE 09
)DI1,95le 2F r rye-f 6
CONTRACT
TFiIt. AGREEMENT MADE THIS _ OF SEPTEMBER 1996, BETWEEN DONLON & SON
CONSTRUCTION COMPANY, A CALIFORNIA CORPORATION HERE-IN-AFI-ER CALLED
CONTRACTOR, WHOSE ADDRESS IS 2905 PARK VISTA COURT, FULLERTON, CA.92t'35 A�II?
Tr""PHONE NUMBER IS 714-256.0606 AND MR CHANG,HERE-IN-AFTER CALLED OWNER WHOSE
ADDRESS IS 2101 EAST FRANCIS STREET, ONTARIO , CALIFORNIA 91761. CONTRACTOR AGREES
T(% " M TENANT IMP'ROVEMEN'T' WORK ON A BUILDING LOCATED AT 1425 COOLE Y
C(:il.1RT, SAN BERNADINO,CA.
"'+'I I `FORK SHALL BE IN ACCORDANCE WITH THE FOLLOWING SPECIFICATIONS:
ti 1:VpVE EXISTING CARPET ON FIRST FLOOR OPEN AREA. APPROXIM.ATEL�'FORTY THO'-'`,\T,'o
--4 HARE FEET OF CARPET.
2. '7 4AN UP
OF THE PROJECT, CONTRACTOR AGREES TO REMOVE ALL CONSTRUCTION
REL.,TED DEBRIS AND SURPLUS MATERIALS FROM THE OWNER'S PROPERTY AND LEA`✓E `)Ail?
PRI.>i-a T*Y IN A NEAT AND BROOM CLEAN
CC;w DITION.
I- ru+LIRDOUS OR TOXIC WASTE, INVESTIGATION AND REMOVALS.
Y NEW OR ADDITIONAL COSTS, IF REQUIRED BY TINE CITY OF
5A,N 130NADINO TO BRING THE EXISTING BUILDING UP TO CODE.
3 ;N kSTIC OR GLUE REMOVAL FROM SLAB.
4 p F-X114 5 OR PERMIT FEES.
i F f.!E CORRIDORS.
5 E-LEC'IRICAL PANELS OR TRANSFORNtERS.
3 'NI:`FOLLOWING DEFINITIONS SHALL APPLY TO THIS SECTION:
A 5-3A$T:THE FIRST DAY THE CONTRACTOR HAS A WORK CREW ON THE
CF3 ME AFTER OBTAD4NG A BUILDING PERMIT.
r` : THE DATE CONTRACTOR OBTAINS THE FINAL INSPECTIONS
i71-R ELECTRICAL, PLUMBING,HEATING, VENTILATION,THE
►3t:A.DM PERMIT,OR OCCUPANCY OF BUILDING, WHICHEVER OCCURS FIRST.
i :?jYSICAL CAT.AMrrY: AN EARTHQUAKE, FIRE OR OTHER NATURAL
-r`.1,ASTROPf�,
Page 1 of 6
09iH�:'"?96 14: 10 7142562026 DONLON & SON CONST. PAGE 10
4 CONTRACTOR SHALL FURNISH CURRENT CERTIFICATES SHOWING:
A. WORKME NS CMVENSATION INSURANCE.
B. W"MUT LIMITING THE CONTRACTOR'S LIABILITY PURSUANT TO THE INDEMNTIY
PROVISIONS OF THIS CONTRACT AGREEMENT, THE CONTRACTOR SHALL MAINTAIN
GENERAL LIABU TTY INSURANCE IN THE AMOUNT OF AT LEAST ONE MILLION DOLLARS
(51,000,000.00)PER OCCURRENCE. THIS INSURANCE TO INCLUDE PRODUCT LIABILITY
THE POLICY SHALL PROVIDE THAT THE OWNER WILL RECEIVE AT LEAST TEN (10) DAYS
NOTICE OF CANCELLATION.
C' ANY PROPOSED CHANGES IN THE CERTIFICATES SHALL BE SUBMITTED TO OWNER FOR
APPROVAL. AT ALL TAMES puRING THE TERM,OWNER SHALL BE ENTITLED TO A COPY OF
THE THEN PREVAILING C.E4TIFICATE.
D. IT SHALL BE THE DUTY OF THE CONTRACTOR TO OBTAIN INSURANCE WHICH COMPLIES
'WrTH THE REQUIREMENTS OF THIS SECTION. IF THE OWNER IS PROVIDED WITH COPIES OF
POLICIES WHICH DO NOT FULLY COMPLY WITH THE REQUIREMENTS OF THIS SECTION. ITS
I'!.ILURE TO OBJECT OR ITS FAILURE TO OBTAIN STRICT COMPLIANCE WILL NOT BE
I)I?EMED A WAIVER OF'OWNER'S RIGHTS UNDER THIS SECTION, NOR WILL OWNER'S RIGHTS
1 NDER THIS SECTION BE BARRED OR REDUCED BY THE DOCTRINES OF LACKS OR
E;STOP'PEL BECAUSE OF OWNER'S FAILURE TO OBJECT OR FAILURE TO OBTAIN STRICT
'OMPLIANCE.
5. ALL NOTICES, DEMANDS,OR CONSENTS REQUIRED OR PERMITTED UNDER THIS CONTRACT
A(AEBIEENT MUST BE IN WRITING AND MUST BE DELIVERED PERSONALLY OR SENT 13Y
CERTIFIED MAIL(POSTAGE PREPAID,RETURN RECEIPT REQUESTED)TO THE OTHER FAR,Ty
.A THE ADDRESS SET FORTH IN THIS CONTRACT, OR TO ANY OTHER ADDRESS GIVEN BY
'CIER PARTY TO THE OTHER IN WRITING. IN THE CASE OF MAILING, THE EFFECTI%T DATE
�)! DELIVERY OF ANY NOTICE,DEMAND OR ANY CONSENT SHALL BE CONSIDERED TO BE
Fl`✓I;DAYS AFTER MAILING.
6. -7l`%,M IS OF THE ESSENCE OF THIS CONTRACT AGREEMENT. CONTRACTOR ESTIMATES T1h11-
0F CONSTRUCTION TO BE TWENTY(20)WORKING DAYS AFTER THE GRADING IS APPROVED
B Y THE DEPARTMENT OF BUILDING AND SAFETY. IF CONTRACTOR IS DELAYED AT A Mr'
<I'+.iE IN THE PROGRESS OF THE WORK BY CHANGE ORDERS IN THE WORK, LABOR
'-SAMS, FIRE UNUSUAL DELAYS IN DELIVERIES, ABNORMAL OR ADVERSE WEATI[EiZ
)NDMONS NOT REASONABLY ANTICIPATED, UNAVOIDABLE CASUALTIES, OR ANY
`- fiL'SES BEYOND THE CONTRACTORS CONTROL,OR AS A RESULT OF ACTIONS, REQUESTS.
`)'-R2C7TONS OR CHANGES INITIATED BY THE OWNER,TEEN THE CONTRACT TIME HEREIN
5�fPFCIF ED SHALL BE EXTENDED BY A REASONABLE LENGTH OF TIME.
DAMAGE AND DESTRUCTION: PROPERTY INSURANCE:
1I ES.S OTHERWISE PROVIDED HEREIN, OWNER SHALL MAINTAIN AT OWNER'S EXF`E;4S[,
W�'� COMPANY LAWFULLY AUTHORIZED TO DO BUSINESS IN THE STATE OF CALIFO' F NIA.
""OPERTY INSURANCE IN THE AMOUNT OF THE TOTAL SUM OF THIS CONTRACT AND
SZR3SEQLT-VT MODIFICATIONS THERETO ON A REPLACEMENT COST BASIS WTTT our
V"X'JNTARY DEDUCTIBLES. SUCH INSURANCE SHALL BE MAINTAINED UNTIL,FINAL
P'kYMENT HAS BEEN MADE TO CONTRACTOR UNDER THIS CONTRACT, THE INSURANCE
SH!A.LL INCLUDE TIME INTEREST OF OWNER, CONTRACTOR, SUBCONTRACTOR'S AND
SI;BCONTRACT WORK, SUCH PROPERTY INSURANCE TO BE MAINTAINED ON AN AL.L RISK
?0LICY FORM AND SHALL INSURE AGAINST THE PERILS OF FIRE AND THE EX'T'ENDED
COVERAGE AND PHYSICAL LOSS OR ANY DAMAGE INCLUDING, WITHOUT THE DLPLICATION
OF CIOVERAGE, VANDALISM,MALICIOUS MISCHIEF,THEFT, COLLAPSE,FALSE-WORK.
niS' RARY BUILDINGS AND DEBRIS REMOVAL,INCLUDING DEMOLITION OCCASIONED RY
THE EN"CEMENT OF ANY APPLICABLE LEGAL REQUIREMENTS. TIME OWNER, MAY BUT
SHAH,NOT BE REQUIRED TO.AT THE OWNER'S EXPENSE MAINTAIN ADDITIONAL
COVY.RAGE SUCH AS WTTHO TI'LIMITATION EARTHQUAKE AND FLOOD INSURANCE, THE
Page 2 of 6
09/09:': 96 14: 10 7142562026 DONLON & SON CONST. PAGE 11
OW MM ACKNOWLEDGES THAT THE CONTRACTOR HAS ADVISED THE OWNER THAT THE
USUAL FORM OF COURSE OF CONSTRUCTION INSURANCE DOES NOT INSURE AGAINST
EARTHQUAKE HAZARDS.THE PARTIES HEREBY AGREE THAT THE RISK OF EARTHQUAKE
HAZARDS IS ON OWNER'S AND NOT THE CONTRACTOR_ THE CONTRACTOR SHALL NOT BE
LIABLE FOR ANY INJURY TO PERSONS OR ANY DAMAGE TO THE PROPERTY(INCLUDING
WITHOUT LIMITATION.THE CONSTRUCTION WORK UNDER THIS CONSTRUCTION CONTRACT)
CAUSED BY EARTHQUAKES. THE CONTRACTOR SHALL NOT BE REQUIRED TO REBUILD
A.FM ANY DAMAGE CAUSED BY EARTHQUAKE UNLESS THE CONTRACT PRICE IS ADJUSTED
TO COVER THE INCREASED COSTS THEREOF AND THE CONTRACTOR'S PROFIT AND
OVERHEAD AT THE RATE REFERRED TO IN THIS CONSTRUCTION CONTACT.
$. 'T'rIE WARRANTY AGAINST ANY DEFECTS IN MATERIAL AND WORKMANSHIP
'CONTAINED IN TFIIS CONTRACT IF ANY SHALL NOT APPLY TO LOSS,DAMAGE OR
DESTRUCTION FROM THE TYPES OF PERILS COVERED BY THE STANDARD FORM OF ALL RISK
P-`tCVERTY INSURANCE NOR AGAINST UNINSURED CASUALTIES SUCH AS. WITHOUT
1,IMITATION,FLOOD AND EARTHQUAKE.
9 THIS CONTRACT AND T 14E PLANS AND THE SPECIFICATIONS ARE INTENDED TO
S€JPPLEMENT ONE ANOTHER. IN THE CASE OF A CONFLICT, HOWEVER, THE SPECIFICATIONS
SHALL CON'T'ROL THE PLANS, AND THE PROVISIONS OF THIS CONSTRUCTION CONTRACT
SMALL CONTROL BOTH. IN THE EVENT THAT WORK IS DISPLAYED ON THE PLANS. B3 Tr NOT
'-kLLED FOR IN THE SPECIFICATIONS,THE SPECIFICATIONS SHALL PREVAIL. IN Z1TE E VENT
TgAT WORK IS CALLED FOR IN THE SPECIFICATIONS BUT NOT DISPLAYED IN THE PLANS.
F-4E CONTRACTOR SHALL BE REQUIRED TO PERFORM AS THOUGH CALLED FOR ANT)
0[SPLAYED IN BOTH PLACES.
W ANY DEVIATION FROM THE REFERENCED PLANS AND SPECIFICATIONS OR ANY ADDITI(-)N 1,1
N RK REQUIRED MUST BE DOCUMENTED ON A WRITTEN CHANGE ORDER FORM AND
Si(3'ff D BY OWNER AND CONTRACTOR, OR CONTRACTOR'S REPRESENTATIVE COST FOR
'reB:3 ADDITIONAL WORK SHALL BE BASED ON TAME AND MATERIAL PLUS 18 25%OVERHEAD
AND PROFIT. ALL CHANGE ORDER WORK SHALL BE PAID IN FULL AT THE TINT THE CHANGE
DRIER IS COMPLETED WITHOUT ANY RETENTION MOINES HELD BY OWNER. CHANGF
')QDERS MUST BE SIGNED BY THE OWNER AND CONTRACTOR PRIOR TO THE EXTRA WORK
>3i4ty ENCING.
1 0 U79 TO THE FACT THAT THE SOILS CONDITIONS ARE UNKNOWN UNTIL A SOILS
.^V>-.STIGATION HAS BEEN DONE,OR EXCAVATION HAS STARTED,THE CONTRACTOR
)PECIFTCALLY EXCLUDES ANY ADDITIONAL WORK REQUIRED DUE TO THE SC1LS
:1.;SIDIT ION. SHOULD THE SOIL CONDITIONS, EXCAVATION OR GRADING WORK REVFAI.
n IAT ADDITIONAL SOILS WORK IS REQUIRED, THEN THE CONTRACTOR SHALL. AT HIS
O YT' N, DO WHATEVER IS NECESSARY TO CORRECT THE SOILS CONDITION. SHOULD ANY
OF THE ABOVE DESCRIBED CONDITIONS OCCUR,THIS WOULD AUTOMATICALLY
Co)NSTrMTE AN ADDITIONAL COST WHICH SHALL BE PAID BY THE OWNER BASED ON A
FIME AND MATERIAL COST PLUS 201/9 OVERHEAD AND PROFIT. THE ADDITIONAL COST, 1F
A'qY,MUST BE PAID IN FULL, UPON COMPLETION SAID WORK.
12 SPAXIL.D START OF CONSTRUCTION BE DELAYED BEYOND OCTOBER 31, 1996 FOR ANY
'tEA.SON BEYOND THE CONTRACTORS CONTROL,OWNER AGREES TO COMPENSATE
I.*.NTRACTOR FOR ANY INCREASES IN LABOR AND MATERIAL OR SUBCONTRACTOR COSTS
13 C,-WIRACTOR SHALL BE EXCUSED FOR ANY DELAY IN COMPLETION OF THE WORK CAIISF.D
CALAMITY,ACTS OF GOD OR PHYSICAL CALAY,OF OWNER,OF OWNER'S AGENT OR UNFORE'iEEN
-•'�TROUBLE BEYOND THE CONTRACTOR'S CONTROL; ACTS OF PUBLIC UTILITIES.
'-T'S IC BODIES,OR INSPECTORS(BUT NOT RELATED TO POSSIBLE DEFECTS IN
'-y)HTRACIOR'S PERFORMANCE)EXTRA WORK ORDERED BY OWNER; FAILURE OF OWNER TO'
M kKE PAYMENTS PROMFMY: OR ANY OTHER CONTINGENCIES UNFORESEEN BY THE
PBSC 3 of 6
09/09/ ;996 14: 10 7142562026 DONLON & SON CONST. PAGE 12
C"TIRACflOR AND BEYOND HIS REASONABLE CONTROL. IF WORK IS DELAYED BY A
CTIANGE ORDER BY THE OWNER,THE CONTRACT TIME SHALL BE EXTENDED FOR A
PRCPORTIONATE TIME, AS NOTED BY THE CONTRACTOR ON CHANGE ORDER AND SIGNED
BY OWNER AND CONTRACTOR
14 TT IS ASSUMED THAT THERE IS AN EXISTING USABLE SEWER TO THE PROPERTY LINE.
I BEFORE,CONTRACTOR HAS NOT INCLUDED ANY SEWER WORK BEYOND THE PROPERTY
LINE. SEWER ASSESSMENT FEES SHALL BE PAID FOR BY OWNER.
15. CONTRACTOR HAS NOT INCLUDED ANY UTILITY COMPANY FEES, CHARGES OR TURN-ONS,
OR ANY PROVISIONS REQUIRED FOR FUTURE WORK. THE RESPONSIBILITY OF ALL UTILITIES
TO W THE OWNER'S OBLIGATION.
16 OWNER'S AGZEE TO DESIGNATE MR CHANG TO ACT AS THE OWNER'S REPRESENTATIVE
Dl'%NG THE PLANNING AND CONSTRUCTION OF STRUCTURE. THE SIGNATURE OF MR.
CHANG ALL DOCUMENTS IS TO BE BINDING AS THOUGH SIGNED BY ALL PARTIES.
CONTRACTORS REPRESENTATIVE WILL BE JOE DONNELLAN.
17 THE OWNER SHALL HOLD FIVE PERCENT(5%)OF CONTRACT SUM AS RETENTION
RE'T'ENTION SHALL BE PAID IN FULL TO CONTRACTOR FIFTEEN(15)DAYS AFTER OBTAINING
FNNAL APPROVAL BY THE SAN BERBADINO DEPARTMENT OF BUILDING AND SAFETY. OR
OCCUPANCY OF BUILDING. WHICHEVER OCCURS FIRST.
18 THM CONTRACTOR AGREES TO FURNISH TO THE OWNER,ALL LABOR AND MATERIAL
R�=.LEASES FROM THE CONTRACTOR AND HIS SUBCONTRACTORS PRIOR TO THE ISSUANCE -)I'
FINAL.MONEYS,
19 11 IF OWNERS AGREE TO SIGN AND RECORD THE NOTICE OF COMPLETION WITHIN FIVE ( �
DRYS AFTER THE PROJECT IS SUBSTANTIALLY COMPLETE. THE CONTRACTOR MAY DENT'
`>_CUPAN('Y UNTIL THE NOTICE OF COMPLETION HAS BEEN RECORDED
20 THE ONE YEAR WARRANTY FOR MATERIALS AND WORKMANSHIP TO START :ROM T'HF
r"ITE OF FINAL INSPECTION.OR OCCUPANCY OF BUILDING.
..1. 9*THE CONTRACT SUM INCLUDES ALLOWANCES AND THE COST OF PERFORMTN(i THE
Aq)RK COVERED BY THE ALLOWANCE IS EITHER LESS OR GREATER THAN THE ALLOWANCE.
,"'E CONTRACT SUM SHALL BE INCREASED OR DECREASED ACCORDINGLY UNLESS
'Y TBMWISE SPECMED BY THE OWNER IN WRITING,CONTRACTOR IS TO USE HIS OW IN
?I.DON ENT IN ACCOMPLISHING THE WORK COVERED BY AN ALLOWANCE. IF OWNER
REQUESTS THAT THE WORK COVERED BY AN ALLOWANCE BE ACCOMPLISHED IN A WAY
THAT THE COST EXCEEDS THE ALLOWANCE, CONTRACTOR SHALL COMPLY WITH TKE
VWNER'S REQUEST PROVIDED OWNER PAY THE ADDITIONAL COSTS UPON CONWLETIOiN 0='
WORK, PLUS CONTRACTORS 18,25%OVERHEAD AND PROFIT.
22 EVENT THAT WORK PERFORMED UNDER THIS CONSTRUCTION CONTRACT SHOULD
BE DESTROYED OR DAMAGED BY WIND, WATER,EARTHQUAKE OR ANY CAUSE
/✓()'TRACTOR COULD NOT HAVE REASONABLY FORESEEN AND PROVIDED FOR THEN THE
!..()S'3 OCCASIONED,THERE FORE,TO BE BY THE OWNER
23. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF,OR IN CONNECTION W,'TIi THE
"UUK)RMANCE OF THIS CONTRACT OR THE INTERPRETATION OF IT IS SUBJECT To
ARBITRATION. A PARTY DESIRDVG ARBITRATION SHALL GIVE WRITTEN NOTICE TO Tr¢:
c nlER PARTY, CONTAINING A GENERAL DESCRIPTION OF THE CONTROVERSY TO BE
SLBYEC77ED TO ARBITRATION AND DESIGNATING,BY NAME, AND ADDRESS, AN
ARBITRATOR. WITHIN FIVE DAYS AFTER SUCH NOTICE,THE OTHER PARTY SHALL,
DFSIGNATE HIS ARBITRATOR IN WRITING BY NAME AND ADDRESS. THE TWO(Z)
Page 4 of 6
09109%1'996 14: 10 7142562026 DONLON & SON CONST. PAGE 13
ARBITRATORS SO SELECTED SHALL CHOOSE A THIRD(3RD)ARBITRATOR WITHIN TEN(10)
DAYS AFTER THE OTTER'S ARBITRATOR IS DESIGNATED. THE ARBITRATORS SHALL
GIVE WRITTEN NOTICE Of THE TIME AND PLACE OF HEARINGS. IF A PARTY FAILS TO
DESIGNATE THE NAME AND ADDRESS OF HIS ARBITRATOR IN WRITING, WITHIN THE FIVE (S)
DAY PERIOD.THE PERSON APPODTMD BY THE PARTY DEMANDING THE ARBITRATION
SHALL SERVE AS A SOLE ARBITRATOR. THE AWARD OF THE MAJORITY OF THE
ARBITRATORS TO BE FINAL. IF A PARTY, AFTER BEING DULY NOTIFIED FAILS TO APPEAR AT
OR PARTICIPATE IN THE ARBITRATION PROCEEDINGS,OR FAILS TO PRODUCE EVIDENCE
DEMANDED BY THE ARBITRATORS,THE ARBITRATORS ARE AUTHORIZED TO MAKE THEIR
A WARD BASED ON THE EVIDENCE PRODUCED AT THE HEARINGS BY THE PARTY WHO DOES
PARTICIPATE. IN THE EVENT EITHER PARTY OF THIS CONSTRUCTION CONTRACT INSTITUTES
ARRMATION,OR ANY OTHER LEGAL PROCEEDINGS,THE ARBITRATOR, OR OTHER COURT,
AS THE CASE MAY BE, SHAM,HAVE THE JURISDICTION TO AWARD COSTS TO THE
PREVAILING PARTY, INCLUDING BUT NOT LIMITED TO THE ATTORNEYS FEES. THE
PROVISIONS OF TIUS PARAGRAPH WILL APPLY IN THE CASE OF A SOLE ARBITRATOR
DESCRIBED IN THE PRECEDING PARAGRAPH.
24 MlITMR PARTY MAY ASSIGN THIS CONSTRUCTION CONTRACT,OR PAYMENTS DUE
HFI�EUNDER, WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY.
25 TITS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES NO OTHER
ACAMIMENTS,ORAL OR WRITTEN,PERTAINING TO THE WORK TO BE PERFORMED UNDER
T11I3 CONTRACT EXISTS BETWEEN THE PARTIES. THIS CONTRACT CAN BE MODIFIED ONL, '
3 Y AN AGdREE1 MNT IN WRITING AND SIGNED BY BOTH PARTIES.
26 L PON COMPLETION OF PROJECT, THE CONTRACTOR AGREES TO REMOVE ALI,DFBR15 AND
SI RPLUS MATERIALS FROM THE OWNER'S PROPERTY AND LEAVE SAID PROPERTY rN A N A--
AND BROOM CLEAN CONDITION.
Z'. ALL WORK TO BE IN ACCORDANCE TO LOCAL BUILDING CODES AND TO BE COMPLETED
FOR THE SLIM OF ELEVEN THOUSAND EIGHT HUNDRED DOLLARS ($11,800.00). ALL
llfkYMENTS TO BE MADE IN ACCORDANCE WITH THE PAYMENT SCHEDULE ON PAGE `.it;C OF
�aAMI9 CONTRACT.
2E� =:I'CInI SIGNING OF THIS AGREEMENT OWNER WILL PAY A DEPOSIT OF ONE THOUSAND
n:iL-AR.S(51,000.00). OWNER TO PAY THE BALANCE OF THIS CONSTRUCTION CONTRACT
+ANT;, IN ACCORDANCE WITH THE PROGRESS PAYMENT SCHEDULE AS LISTED BELOW
2'3 .-k;,L PAYMENTS SHALL BE MADE TO CONTRACTOR BY OWNER WI HTN FI VE (5) :DAY S OF TIT
01;VNER RECEIVING CONTRACTOR'S INVOICE. SHOULD THE OWNER FAIL TO MAKE ANY
!"A'YMENT WHEN DUE, THE CONTRACTOR MAY,AT HIS OPTION STOP ALL WORK OR
FRIHINATE THIS CONTRACT.THE OWNER WILL BE RESPONSIBLE TO PAY THE
ONT'RACTOR FOR WORK PERFORMED PLUS CONTRACTOR'S OVERHEAD AND PROFIT,
Page 5 of 6
09/09/1996 14: 10 7142562026 DONLON & SON CONST. PAGE 14
ALL WORK TO BE IN ACCORDANCE TO LOCAL BURZING CODES AND TO BE
COMPLETED FOR THE SUM OF ELZVZ14 THOUSAND EIGHT HUNDRED DOLLARS(S 11,800.00). THANK
YOU FOR CONSIDERING MY COMPANY FOR YOUR PROJECT.
I
s
UPON PIING OF CONTRACT: 1,000.00
UPON COMPLETION OF DEMOLITION 10,800.00
TOTAL CONTRACT AMOUNT: Sl 1,800.00
ACCEPTED BY: DATED: SEPTEMBER , 1996
MR. MR. CHANG,OWNER
ACM'2D BY: DATED: SEPTEMBER , 1996
MR.JOSEPH DONNELLAN
DONLON&SON CONSTRUCTION
Page 6 of 6
SBEO/0001/OPA/JOHNSON SAFETY INC.
09/04/96 1:16 MMC
RECORDING REQUESTED BY:
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND WHEN RECORDED RETURN TO:
SABO & GREEN,
a Professional Corporation OR�
23801 Calabasas Road, �T
Suite 1015
Calabasas, California 91302
(Space Above for Recorder' s Use)
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
OWNER PARTICIPATION AGREEMENT
JOHNSON SAFETY, INC.
By and Between
REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
and
JOHNSON SAFETY, INC. , PARTICIPANTS
TABLE OF CONTENTS
Pacre
RECITALS 1
Section 1 . Incorporation of Basic Documents . . . . . . . . 5
Section 2 . Public Purpose . . . . . . . . . . . . . . . . 6
Section 3 . Agency Assistance . . . . . . . . . . . . . . 6
Section 4 . Completion of the Project . . . . . . . . . . 7
Section 5 . Participant ' s Responsibilities . . . . . . . . 7
Section 6 . Certain Sales or Transfers of the Project . . 10
Section 7 . Notice of Sales and Transfers . . . . . . . . 11
Section 8 . Prevailing Wage . . . . . . . . . . . . . . . 11
Section 9 . Plans and Specifications . . . . . . . . . . . 11
Section 10 . Remedies . . . . . . . . . . . . . . . . . . . 12
Section 11 . Obligation to Obtain Financing . . . . . . . . 14
Section 12 . Notices . . . . . . . . . . . . . . . . . . . 15
Section 13 . Applicability of Laws and Litigation Costs . . 16
Section 14 . Nondiscrimination and Related Covenants . . . 16
Section 15 . Certificate of Completion . . . . . . . . . . 19
Section 16 . Successors and Assigns; Assignment . . . . . . 20
Section 17 . Events of Default . . . . . . . . . . . . . . 20
Section 18 . Entire Agreement; Amendment . . . . . . . . . 22
Section 19 . Severability . . . . . . . . . . . . . . . . . 23
Section 20 . Section Headings . . . . . . . . . . . . . . . 24
Section 21 . Meaning of Terms . . . . . . . . . . . . . . . 24
Section 22 . Indemnification . . . . . . . . . . . . . . . 24
Section 23 . Effective Date of This Agreement; Execution;
Term of Agreement . . . . . . . . . . . . . 25
EXHIBIT "A" - Legal Description
EXHIBIT "B" - Scope of Development
EXHIBIT "C" - Certificate of Completion
- i -
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
OWNER PARTICIPATION AGREEMENT
(JOHNSON SAFETY, INC. PROJECT)
This Owner Participation Agreement (the "Agreement") is
entered into this day of September, 1996 by and between the
Redevelopment Agency of the City of San Bernardino, a public body,
corporate and politic duly organized and existing pursuant to the
Community Redevelopment Law of the State of California (hereinafter
referred to as the "Agency" ) , and Johnson Safety Inc . , a California
corporation (hereinafter referred to as the "Participant" ) and is
entered into by the parties hereto with reference to the following
facts :
RECITALS
WHEREAS, the Agency is authorized and empowered by the
Community Redevelopment Law, Chapter 1 of Division 24 of the
California Health and Safety Code, as amended (the "Law" ) , to
permit owner participation in the redevelopment of real property;
to enter into agreements for the acquisition, disposition and
development of property or to otherwise assist in the redevelopment
of real property within a redevelopment project area conforming
- 1 -
�F
with a redevelopment plan adopted for such area; to acquire real
and personal property in redevelopment project areas; to receive
consideration for the provision of redevelopment assistance; to
make and execute contracts and other instruments necessary or
convenient to the exercise of its powers; and to incur indebtedness
to finance or refinance redevelopment projects; and
WHEREAS, the Redevelopment Plan for the Southeast
Industrial Park Redevelopment Project, has previously been approved
and adopted by the City of San Bernardino, California (the "City") ,
pursuant to a duly adopted Ordinance (the "Redevelopment Plan" ) ;
and
WHEREAS, the Participant seeks to acquire certain real
property generally located at 1425 E. Cooley Avenue, within the
project area subject to the Redevelopment Plan (the "Project
Area" ) , as legally described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Property" ) ; and
WHEREAS, pursuant to Health and Safety Code Section 33444 . 6
the Agency may, within a redevelopment project area, assist in the
financing of facilities and capital equipment in connection with
- 2 -
the development and/or rehabilitation of property used for
industrial or manufacturing purposes; and
WHEREAS, the Participant intends to develop the Property
by undertaking the construction and rehabilitation of an
approximately seventy-five thousand (75, 000) square foot
manufacturing, warehouse and office facility on the Property (the
"Project" ) , all as more fully described in the Scope of Development
attached hereto as Exhibit "B" and incorporated herein by this
reference; and
WHEREAS, the Participant is currently engaged in activities
related to the manufacture of seating components for van
conversions and seeks to cause the acquisition and installation of
certain capital equipment and facilities in connection with
undertaking the Project; and
WHEREAS, the Participant has requested the Agency to
exercise certain redevelopment powers, pursuant to the Community
Redevelopment Law, and to assist the Participant with respect to
undertaking the Project; and
- 3 -
WHEREAS, it is proposed that the Agency will provide
assistance with respect to the development of the Project by
reimbursing to the Participant the costs of the acquisition,
construction and installation of certain capital facilities and
equipment (the "Facilities" ) ; and
WHEREAS, in addition to the Agency assistance with regard
to the Facilities, the Agency will make available up to Twenty
Thousand Dollars ($20, 000) through the Employment Linkage Program
with the San Bernardino Employment Training Agency ( "SBETA") . The
Employment Linkage Program will provide One Thousand Dollars
($1, 000) per employee hired through SBETA' s contract with
Participant to the extent the employee is retained by Participant
for at least one (1) year after employee is employed by
Participant; and
WHEREAS, it is currently anticipated that the Project, upon
completion, shall generate tax increment revenues for the City and
will create new employment opportunities for approximately ninety
one (91) persons; and
- 4 -
WHEREAS, the development of the Project will benefit the
Project Area by eliminating a blighted condition within the Project
Area and will facilitate development of the Property in a manner
consistent with the Redevelopment Plan and help encourage economic
growth and revitalization within the Project Area; and
WHEREAS, the Participant has demonstrated to the
satisfaction of the Agency its financial ability to undertake the
completion of the Project .
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS :
Section 1 . Incorporation of Basic Documents . The
Redevelopment Plan is by reference incorporated herein and made a
part of this Agreement with the same force and effect as though set
forth in full herein; provided, however, that any amendments to the
Redevelopment Plan after the date of this Agreement shall not
affect any rights granted hereby to the Participant, except as may
otherwise be required by law. All terms not otherwise defined
- 5 -
herein shall have the same meaning as used in the Community
Redevelopment Law, Health and Safety Code Section 33000, et sea.
(the "Law" ) . The recitals are by reference incorporated herein and
made a part of this Agreement .
Section 2 . Public Purpose . The Agency and the
Participant agree that the completion of the Project shall be
undertaken for the common benefit of the parties hereto and the
residents of the City in order to eliminate blight within the
Project Area. The Agency and the Participant further agree that
the development of the Project shall not only eliminate blight on
the Property, but will also assist in creating an environment which
will encourage and facilitate the elimination of blight within the
Project Area. Therefore, the completion of the Project will be of
benefit to the Project Area, and will help improve, upgrade and
revitalize, both economically and physically, a portion of the City
located within the Project Area that manifests itself as a blighted
area.
Section 3 . Agency Assistance . The Agency hereby agrees
that in order to assist the Participant in the development of the
Project, the Agency shall, upon the fulfillment of the conditions
and obligations of the Participant hereunder, provide the Agency
assistance through the reimbursement to the Participant of its
- 6 -
costs of causing the acquisition, installation and construction of
the Facilities. The Agency shall provide the Agency assistance,
in an amount not to exceed Seventy Thousand Dollars ($70, 000) , (the
"Agency Assistance" ) , upon receipt of appropriate invoices and
within thirty (30) days of completion of the Facilities, as
evidenced by the issuance of a Certificate of Completion as
described in Section 15 hereof .
Section 4 . Completion of the Project . Except as
otherwise provided herein, the Participant, solely at its own cost,
shall undertake or cause to be undertaken the acquisition,
construction and installation of all Facilities and improvements
comprising the Project . The Participant shall pay any and all fees
and assessments that may be levied against the Project or the
Property or which may be required in connection with undertaking
the Project . The Participant shall commence the Project prior to
September 18, 1996 and shall complete the Project prior to December
31, 1996 subject to any extensions by mutual written consent of the
parties hereto.
Section S . Participant ' s Responsibilities . A substantial
portion of the consideration which supports the agreement as herein
- 7 -
contained of the Agency to assist in the redevelopment of the
Property is the agreement of the Participant to complete the
Project as set forth in the Scope of Development attached hereto as
Exhibit "B" , including the construction and installation of the
Facilities, and cause the commencement of manufacturing operations
prior to December 31 1996, all as evidenced by the issuance of a
Certificate of Completion in the form attached hereto as
Exhibit "C" , subject to any extensions as mutually agreed upon by
the Parties hereto.
However, the foregoing responsibility of the Participant
shall be subject to the following limitations : By reason of acts
of God; strikes, lockouts or other industrial disturbances; delays
in obtaining materials or labor which are through no fault of
Participant, shortages of materials or labor or acts of public
enemies; orders of any kind of the Government of the United States
or of the state of California or any department, agency, political
subdivision, court or official of any of them, or any civil or
military authority; insurrections; riots; epidemics; landslides;
lightning; earthquakes; volcanoes; fires; hurricanes; tornados;
storms; floods; washouts; droughts; arrests; restraint of
government and people; civil disturbances; explosions; breakage or
8 -
�r,
accident to machinery; partial or entire failure of utilities; or
any cause or event not reasonably within the control of the
Participant, the Participant is unable in whole or in part to carry
out any one or more of its agreements or obligations contained in
this Agreement, the Participant shall, for the time of said delay
or such longer period as shall be agreed in writing by the Agency,
not be deemed in default pursuant to Section 17 hereof by reason of
not carrying out said agreement or agreements or performing said
obligation or obligations during the continuance of such inability.
The Participant shall make reasonable effort to remedy with all
reasonable dispatch the cause or causes preventing it from carrying
out its agreements; provided, that the settlement of strikes,
lockouts and other industrial disturbances shall be entirely within
the discretion of the Participant, and the Participant shall not be
required to make settlement of strikes, lockouts and other
industrial disturbances by acceding to the demands of the opposing
party or parties when such course is in the judgment of the
Participant unfavorable to the Participant .
The completion and operation of the Project by the
Participant shall substantially assist the Agency to implement the
Redevelopment Plan. Therefore, the Participant will take all
- 9 -
reasonable steps to enable the Project, including the Facilities,
to be completed prior to December 31, 1996 .
For the purposes hereof, completion of the Project shall
mean the date on which the Agency approves the issuance of a
Certificate of Completion provided that such approval shall not be
unreasonably withheld and which Certificate of Completion shall be
substantially in the form attached hereto as Exhibit "C" ,
certifying that the completion of the Project, including the
installation of any operating machinery and equipment has been
completed and that the manufacturing operations as contemplated by
the construction of the Project by the Participant have commenced.
Section 6 . Certain Sales or Transfers of the Project .
The Participant hereby covenants and agrees not to sell, transfer
or otherwise dispose of the Property or the Project located thereon
prior to the completion of the Project and for a period of five (5)
years therefrom without obtaining the prior express written consent
of the Agency which consent shall be at the Agency' s sole
discretion.
- 10 -
Section 7 . Notice of Sales and Transfers .
Notwithstanding the foregoing, and for the term of this Agreement,
the Participant agrees to notify the Agency in writing of any sales
or transfers of any portion of the Property or the Project prior to
the consummation of such sale and/or transfer, which notice shall
contain the name, address and formal description of the entity so
acquiring interests in the Project or the Property.
Section 8 . Prevailing Wage. The Participant shall comply
with any prevailing wage requirements, as applicable, in connection
with the acquisition and installation of the Facilities and the
construction of the Project .
Section 9 . Plans and Specifications . The Participant
agrees that the plans and specifications to be prepared for the
acquisition, construction and installation of all Facilities
comprising the Project shall be submitted to the appropriate
department of the City for approval prior to commencement of
construction; provided, however, that said plans and specifications
shall be in all respects in accordance and in conformity with this
Agreement, the Redevelopment Plan and all appropriate plans or
building standards of the City. In the event said plans and
V
specifications are not reasonably acceptable to such department of
the City and in compliance with this Agreement, then, in such
event, the Participant agrees to amend or modify said plans and
specifications or to submit such further or additional plans and
specifications as may reasonably be required by the appropriate
department of the City. The plans and specifications approved by
the appropriate department of the City shall not be amended or
modified in any material respect subsequent to such date of
approval without the prior written approval of either or both the
City or the Agency, as applicable. The Agency shall use best
efforts to assure that the approvals set forth in this Section are
not unreasonably withheld or delayed.
Section 10 . Remedies . In the event the Participant
breaches any of its covenants or obligations under this Agreement,
including the obligation to remain in business on the Property for
a period of five (5) years from the date of completion of the
Project, all subject to the acts of force majeure as provided in
Section 5 hereof, the Participant shall, at the option of the
Agency and upon demand by the Agency to the Participant,
immediately reimburse to the Agency the amount of the Agency
Assistance. As a further and cumulative remedy, the Participant,
- 12 -
for itself, legal representatives, successors and assigns, agrees
that the Agency, its successors and assigns, shall have the right
and power to institute and prosecute any proceeding at law or in
equity to enforce any covenants and agreements herein contained and
to enjoin the threatened or attempted violation thereof by the
Participant, legal representatives, successors, tenants and assigns
and/or to collect damages from the aforesaid, whomsoever of which
may violate said covenants and agreements; and in addition, the
Participant for itself, legal representatives, successors and
assigns does hereby grant the Agency such right and power to
institute and prosecute such proceedings .
The remedies for the benefit of the Agency set forth in
this Section 10 shall be in addition to any and all other remedies
available to the Agency under this Agreement or as a matter of law.
The parties acknowledge and agree that the Agency may exercise any
and all legal and equitable remedies available to the Agency under
the laws of the State of California to enable the Agency to
exercise the rights of the Agency hereunder and to enforce the
provisions of this Agreement including, but not limited to, those
which are contained in this Section 10 .
- 13 -
The Participant further agrees to pay upon written demand
of the Agency all costs, fees and expenses of the Agency including,
but not limited to, reasonable attorneys ' fees, court costs and
costs attributable to Agency Staff time, incurred in connection
with any enforcement by the Agency of the provisions of this
Section 10 or the seeking of any remedies legally available to the
Agency related to this Agreement .
In the event the Agency breaches any of its covenants or
obligations under this Agreement, the Participant may exercise all
legal and equitable remedies available to the Participant under the
laws of the State of California and the Participant shall be
entitled to reimbursement of reasonable attorney fees, court costs
and related costs .
Section 11 . Obligation to Obtain Financing. The Agency
shall have no obligation or commitment to provide any form of
financial assistance to the Participant in connection with the
Property or the completion of the Project, except as is
specifically provided in this Agreement .
- 14 -
Section 12 . Notices. All notices and demands of any kind
which any party hereto may be required to serve upon any other
party under the terms of this Agreement shall be served in writing
on such other party by personal service or by leaving a copy of
such notice or demand at the address hereinafter set forth,
whereupon service shall be deemed complete and notices and demands
shall be deemed to have been received on the date of such personal
service; or by mailing a copy thereof by certified or registered
mail, postage prepaid, airmail if the address is outside the State
in which the same is mailed, with return receipt requested,
addressed as follows :
If to the Agency: Redevelopment Agency of the City of
San Bernardino
201 North "E" Street, Third Floor
San Bernardino, California 92401-1507
Attention: Director
with copy to: Sabo & Green
23801 Calabasas Rd. , Ste. 1015
Calabasas, CA 91302
Attention: Andre de Bortnowsky
If to the
Participant : Johnson Safety, Inc .
1425 E. Cooley Court
San Bernardino, CA 92408-2830
Attention: Melody Chang
- 15 -
In case of service by mail, service shall be deemed complete and
notices and demands shall be deemed to have been received at the
expiration of the third calendar day after the date of mailing,
notwithstanding any other date for receipt set forth on any return
receipt or the failure of any party to receive a return receipt .
The addresses to which notices and demands may be delivered or sent
may be changed from time to time by service of notice as
hereinabove provided by any party upon the other party.
Section 13 . Applicability of Laws and Litigation Costs .
This Agreement shall be construed and enforced in accordance with
the laws of the State of California. Should any action be brought
in any court of competent jurisdiction, the prevailing party in
such action shall be entitled to reimbursement by the other party
for all reasonable attorney' s fees, court costs and other costs
related to such litigation.
Section 14 . Nondiscrimination and Related Covenants . The
Participant agrees that, in addition to the other provisions set
forth in this Agreement, every conveyance of the Property, in whole
or in part to the extent as permitted pursuant to this Agreement,
shall, in addition to any other covenants, contain covenants on the
- 16 -
part of the Participant, for itself, its successors and assigns of
the Property and which covenants shall be covenants running with
the land and shall bind the Participant, its successors and assigns
and all persons claiming under or through it to effectuate the
following:
(a) That the work of the redevelopment of the Property or
part or parts thereof as in this Agreement provided shall be
implemented as intended by this Agreement .
(b) That there shall be no discrimination against or
segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or
ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the premises to be conveyed, nor shall the
Participant or any grantees or any persons claiming under or
through the Participant 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 in the premises to be conveyed.
- 17 -
(c) That, after the satisfactory completion of the Project
made necessary by this Agreement, the Property shall be devoted to
the uses specified in this Agreement and consistent with the
Redevelopment Plan and shall not, in whole or in part, be devoted
to any other use or used for any other purposes .
(d) That such agreements and covenants shall run with the
land, and shall inure to the benefit of and be enforceable by the
Agency, its successors and assigns . Furthermore, it is intended
and agreed that the covenants contained in subsection (b) of this
Section 14 shall remain in effect without limitation as to time .
(e) Such agreements and covenants shall run in favor of the
Agency for the entire period during which such agreements shall
remain in force and effect without regard to whether the Agency has
at any time been, remains, or is an owner of any land or interest
therein to which these covenants relate. In the event of any
breach, the Agency shall have the right to exercise all the rights
and remedies available at law or in equity to enforce the curing of
such breach.
- 18 -
(f) That no portion of the Project or the Property shall
be sold or used by any tax-exempt entity for the duration of the
Redevelopment Plan without written consent of the Agency and that
the Participant shall not appeal any assessed valuation established
by the County for the purposes of the levy of real property taxes .
It is the intent hereof that the provisions of subsections
(a) through (f) , inclusive, hereof shall survive the termination of
the other operative provisions of this Agreement and as may
additionally be required by the Constitution and laws of the State
of California and the Law.
Section 15 . Certificate of Completion. 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 Property, and following
completion as per City code of the Project, the receipt by the
Agency of a written request from the Participant for a Certificate
of Completion and notification that the Property is ready for
occupancy, the Agency shall provide promptly and furnish to the
Participant a Certificate of Completion, substantially in the form
as attached hereto as Exhibit "C" , certifying that the construction
19 -
and installation of the Project, as required pursuant to this
Agreement, has been completed as per City code to the satisfaction
of the Agency, its successors and assigns . The Director may
execute such Certificate of Completion on behalf of the Agency.
Upon issuance of the Certificate of Completion by the Agency, each
of the covenants, restrictions, warranties and conditions contained
in this Agreement relating to the construction of the Project shall
be deemed satisfied and shall terminate .
Section 16 . Successors and Assigns ; Assignment . The
provisions of this Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto. The Participant shall not assign,
transfer or in any manner hypothecate any or all of the rights and
obligations of the Participant under this Agreement or with respect
to the Property without the prior written approval and consent of
the Agency.
Section 17 . Events of Default . "Event of Default"
wherever used in this Section, means any one of the following
events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary, or be effectual by operation
- 20 -
of law pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body superior to the Agency) :
(a) Default in the performance, or breach, of any provision
of this Agreement by the Participant, and continuance of such
Default or breach for a period of thirty (30) calendar days after
the Agency has given notice as specified in Section 12 , and
requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or
(b) The entry of a decree or order by a court having
jurisdiction in the premises adjudging the Participant bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of the Participant under the Federal Bankruptcy Act or any
other applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator, or other similar
official of the Participant or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in
effect for a period of thirty (30) calendar days; or
- 21 -
(c) The institution by the Participant of proceedings to
be adjudged bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking
reorganization or relief under the Federal Bankruptcy Act or any
other applicable federal or state law, or the consent by it to the
filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar
official) of the Participant or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of
corporate action by the Participant in furtherance of any such
action.
Section 18 . Entire Agreement ; Amendment . Except as
otherwise expressly provided herein, this Agreement constitutes the
entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporary agreements
and understandings . The parties intend this Agreement to be the
final expression of their agreement with respect to the terms
hereof and a complete and exclusive statement of such terms . No
- 22 -
modification, amendment or waiver of any term hereof shall be
binding unless executed in writing by any party or parties to be
bound thereby.
This Agreement may be amended from time-to-time as deemed
necessary by the parties hereto upon written instruments duly
approved and executed by the parties hereto. Any such amendments
or modifications shall be valid, binding and legally enforceable
only if in written form and executed by both the Participant and
the Agency after the same have been duly approved and authorized
for execution.
Section 19 . Severability. Each and every section of this
Agreement is, and shall be construed to be, a separate and
independent covenant and agreement . If any term or provision of
this Agreement or the application thereof shall to any extent be
invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to circumstances other than
those to which it is invalid or unenforceable shall not be affected
thereby, and each term and provision of this Agreement shall be
valid and shall be enforced to the extent permitted by law.
- 23 -
Section 20 . Section Headings. The headings of the several
sections of this Agreement are inserted solely for convenience of
reference, and are not a part of and are not intended to govern,
limit or aid in the construction of any term or provision hereof .
Section 21 . Meaning of Terms . Where the context so
requires, the use of the masculine gender shall include the
feminine and the neuter gender, and the singular shall include the
plural and vice versa.
Section 22 . Indemnification. It is understood and agreed
that no official, employee or agent of the Agency shall be
personally liable to the Participant or to anyone else as to any
obligation or obligations under the terms of this Agreement . The
Participant shall save the Agency, and all parties in privity to
it, harmless from all claims, demands, causes of action, expenses,
and liability of whatsoever kind or nature which may arise out of,
because of, concerning, or incident to the performance of the
Participant under this Agreement, including all court actions,
costs and expenses and attorney' s fees relative to the Agency being
a party to this Agreement as may be initiated by the Participant or
any third party for any reason whatsoever, except in the event that
- 24 -
the Agency has caused the default either through willful misconduct
or negligence, including any claims for damages or with respect to
personal injuries on the Property.
Section 23 . Effective Date of This Agreement ; Execution;
Term of Agreement . This Agreement shall not be effective for any
purpose whatsoever or binding and enforceable upon the Agency until
such time as this Agreement has been approved pursuant to official
action of the Agency in accordance with a duly adopted and approved
Agency resolution authorizing the Chairman and Secretary of the
Agency to execute this Agreement on behalf of the Agency. This
Agreement may be executed in original counterparts, each of which
shall be deemed to be an original for all purposes, and such
counterparts shall constitute one and the same instrument . This
Agreement shall remain in full force and effect until all of the
obligations hereunder have been satisfied in full .
- 25 -
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the year and day first hereinabove written.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
(SEAL)
Attest :
By.
Secretary
Approved as to Form:
By:
Agency Attorney
"PARTICIPANT"
JOHNSON SAFETY INC.
a California corporation
BY:
SBE0/0001/0PA/J0HNS0N SAFETY, INC.
- 26 -
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL 2 OF PARCEL MAP NO. 9484, IN THE CITY OF SAN BERNARDINO,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED
IN BOOK III OF PARCEL MAPS, PAGE (S) 87 AND 88, RECORDS OF SAID
COUNTY.
EXHIBIT
SCOPE OF DEVELOPMENT
(TO BE SUPPLIED UNDER SEPARATE COVER)
w F
EXHIBIT "C"
CERTIFICATION OF COMPLETION
When Recorded, Mail to:
CERTIFICATE OF COMPLETION
I, , Director of the Redevelopment Agency
of the City of San Bernardino hereby certify as follows :
Section 1 .
The Facilities required to be constructed and installed as part of
the Project in accordance with that certain Owner Participation
Agreement (the "Agreement" ) dated , 199_, by and between
the Redevelopment Agency of the City of San Bernardino and Johnson
Safety, Inc. , a California corporation (the "Participant") on that
certain real property more fully described in Exhibit "A" attached
hereto and incorporated herein by this reference have been
completed in accordance with the provisions of said Agreement .
C - 1
I �
Section 2 .
This Certificate of Completion shall constitute a conclusive
determination, as of December 31, 1996, of satisfaction of the
agreements and covenants contained in the Agreement with respect to
the obligations of the Participant, and its successors and assigns,
to construct the Facilities and the dates for the beginning and
completion thereof; provided, however, that the Agency may enter
the Property for purposes of enforcing any covenant of the
Agreement and shall have the right to offset such expenditures
against sums otherwise due to the Participant under the Agreement .
Said Agreement is an official record of the Redevelopment Agency of
the City of San Bernardino and a copy of said Agreement may be
inspected in the office of the Secretary of the Redevelopment
Agency of the City of San Bernardino located at 201 North "E"
Street, Third Floor, San Bernardino, California 92401-1507 during
regular business hours.
Section 3 .
The real property to which this Certificate of Completion pertains
is more fully described in Exhibit "A" attached hereto.
C - 2
DATED AND ISSUED this day of 199_.
(SEAL)
Director of the Redevelopment Agency
of the City of San Bernardino
ATTEST: