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HomeMy WebLinkAboutR34-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO SUBJECT: AMENDMENT NO.4 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY AND MARVIN AND LELIA JABIN AND A NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT WITH THE MAPEl .______________.___.__________...____________..fORPO~!~Q~_._._._._.__..____.______________ FROM: Gary Van Osdel Deputy Director/Director Housing & Community Development DATE: November 22, 2002 eG... _ ...JL SvnoDsis of Previous Commission/Council/Committee Action(s): On November 21, 2002, the Redevelopment Committee voted unanimously to recommend that the Community Development Commission consider approval of this item. Recommended Motion(s): (Communitv DeveloDment Commission) MOTION A: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION:OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.4 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (INDUSTRIAL PARKWAY PROPERTY) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND MARVIN AND LELIA JABIN AND CONSENTING TO AN ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT MOTION B: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING AND AUTHORIZING EXECUTION OF THAT CERTAIN 2002 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT (MAPEl CORPORATION) AND THE GRANT OF CERTAIN PROJECT GENERATED TAX INCREMENT REVENUES IN CONNECTION THEREWITH ------------------------------------------------------------------- Contact Person(s): Gary Van Osdel Phone: (909) 663-1044 Project Area(s) Northwest Ward(s): 6th Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters FUNDING REQUIREMENTS Amount: $ 600,000 /' Source: Future Tax Increment SIGNATURE: N/A Commission/Council Notes: 1\- ~~~~~~-61) P:\Clerical Services Dept\Margarct ParkeMgenda\CDC 2002\02-12-02 MAPEl Vcr GVO.doc Ib- ~ COC/,?ffi~-$~ COMMISSION MEETING AGENDA Meeting Date: 1210212002 Agenda Item Number: &:3!1- ECONOMIC DEVELOPMENT AGENCY STAFF REPORT Amendment No.4 to the Disposition and Development Al!reement Between the Redevelopment Al!encv and Marvin and Lelia Jabin and a New Job Opportnnities Redevelopment Grant Al!reement with the MAPEl Corporation BACKGROUND: On November 7, 1996, the Community Development Commission adopted resolutions making findings of fact and authorizing execution of a Disposition and Development Agreement (DDA) by and between the Redevelopment Agency and Premis Partners regarding 18.57 acres of Agency owned property located at 5415 Hallmark Parkway (the "Property") in the Northwest Redevelopment Project Area; the agreed upon sales price of the Property being $807,000. In October 1997, the Community Development Commission approved Amendment No.1 to the DDA revising the sales price of the Property down to $473,500 based on an estimated cost of $333,500 in flood control requirements necessary to render the Property developable. In May 1999, the Community Development Commission approved Amendment No.2 to the DDA, setting a date certain of May 15, 2001 by which the flood control measures on the Property must be in place, calling for a deed of trust in the amount of $333,500 to be recorded against the Property and expanding the type of uses to be allowed on the Property. . Subsequently, escrow closed on the Property and the Agency received $473,500 from the sale. On January 22,2001, the Community Development Commission approved Amendment No.3 to the DDA to allow the Property to be sold to Marvin and Lelia Jabin and the DDA to be assigned to the Jabins. Amendment No.3 calls for the development of 200,000 square feet of industrial/commercial space, with an assessed valuation of at least $5.5 million and the generation of approximately 275 jobs. Pursuant to the requirements of the DDA, the Jabins imported soils to the Property to correct the flood and run off issues associated with the Property thereby rendering it developable. CURRENT ISSUE: The MAPEl Corporation desires to acquire the Property from the Jabins and to that end has entered into escrow. MAPEl proposes to relocate their operations from Orange County to San Bernardino and to build a new 316,000 square foot grout and adhesives manufacturing distribution facility on the Property. MAPEl is proposing to develop the Property in three phases over seven years. The development would create 180 job opportunities in our community and would have a projected value of$31,125,000 upon full build out. COMMISSION MEETING AGENDA Meeting Date: 12/02/2002 Agenda Item Number: 1J!t-- P:\C1erica1 Services Dept\Margaret Parkcr\Agenda\CDC 2002\02.12-02 MAPEl VerGVO.doc .( ~ . . . Economic Development Agency Staff Report MAPEl Corporation Page 2 The proposed Amendment No. 4 to the DDA between Marvin and Lelia Jabin and the Redevelopment Agency would allow the Property to be sold to MAPEl Corporation and allow them to develop the Property consistent with their proposal. In addition to requesting Agency approval of Amendment No. 4 and the related Assignment and Consent to Assignment documents, MAPEl Corporation is requesting assistance from the Agency to offset some of the costs associated with the creation of such a large number of jobs. Inasmuch as the present owner previously received assistance from the Agency based upon a project development that would have had a value of $6,200,000 (land and improvements) and, therefore, would have generated property tax increment revenues to the Agency of approximately $62,000 a year, Staff used that figure as a base amount in their negotiations with MAPEl in the same manner as if the originally intended project had been actually built. Staff proposes to share with MAPEl a percentage of the increased property taxes generated by the assessed valuation in excess of the base assessed valuation figure as reimbursement for the new jobs created in the City of San Bernardino. Under the proposed Jobs Grant Agreement, the Agency would receive all tax increment revenues generated by the first $6,200,000 assessed valuation for the project adjusted each year in accordance with the Proposition 13 inflationary adjustment, with MAPEl receiving 30% of the tax increment revenues generated above said annually adjusted base amount for a period of time through June 30, 2013, as set forth on the attached spreadsheet. The President of MAPEl, Nicholas Di Tempora, has asked Staff and Agency Special Counsel to explore the feasibility of the Agency providing some form of Industrial Development Bond financing for the proj ect. ENVIRONMENTAL IMPACT: The proposed Amendment No.4 and Grant Agreement are exempt under CEQA. The enviromnental assessment of the proposed development will occur during the City's planning process. FISCAL IMPACT: Approximately $600,000 in net tax increment over the period January 2003 thru June 30, 2013. RECOMMENDATION: ent Commission adopt the attached Resolutions. P:\C1erica1 Services DepI\Margaret ParkeMgenda\CDC 2002\02-12-02 MAPEl Vet OVO.doc COMMISSION MEETING AGENDA Meeting Date: 12102/2002 Agenda Item Number: l.Jy e 2 , ~ 4 5 6 7 8 9 10 II el4 15 e27 28 (~A~I IrS) '0.17 ~\S;lJ U \. RESOLUTION NO. A RESOLUTIO"l OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERI\lARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.4 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (INDUSTRIAL PARKWAY PROPERTY) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND MARVIN AND LELIA JABIN AND CONSENTING TO AN ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission") is the governing body of the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body corporate and politic, organized and existing pursuant 12 to the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.); and 13 WHEREAS, the Agency and Premis Partners, a California limited partnership 16 17 CPremis Partners"), previously entered into that certain Disposition and Development Agreement dated November 7, 1996, pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area known as the Industrial Parkway 18 19 Property and more specifically described in Exhibit "A" hereto (the "Property"); and 20 21 WHEREAS, on April 6, 1998, the above-referenced Disposition and Development 22 Agreement was amended by Amendment No. I to enable Premis Partners to incur the costs 23 associated with flood control improvements necessary to develop the property as provided in the Disposition and Development, by providing that the purchase price of the Property be reduced by 24 25 an amount equal to the actual costs of such flood control improvements, but in no event by more 26 than Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00) and S8200234689.! 1 _ I \\'1iEREAS, on May 3, 1999, the above-referenced Disposition and Development 2 Agreement was amended by Amendment No.2 to provide that the Agency is entitled to receive from _14 15 e27 28 3 Premis Partners upon the completion of the flood control and water runoff improvements necessary 4 in connection with the development of the Property (the "flood control and water runoff 5 improvements"), but in no event later than May 15, 2001, that sum which is equal to the difference 6 between the actual costs of the flood control and water runoff improvements and Three Hundred 7 Thirty-Three Thousand Five Hundred Dollars ($333,500.00), the obligation to pay said sum being 8 secured by that certain Deed of Trust and Assignment of Rents dated June 28, 1999 and recorded 9 on August 31, 1999 in Official Records of the County of San Bernardino, California, as Document 10 No. 19990369635 (the "Deed ofTrust"); and II 12 WHEREAS, on January 22, 2001, the Disposition and Development Agreement was amended by Amendment No.3 (said Disposition and Development Agreement as amended by Amendment No. I, Amendment NO.2 and Amendment No.3 being hereinafter referred to as the "DDN') to provide for construction of approximately 200,000 square feet of improvements which 13 16 may include warehousing and distribution facilities, office facilities, research and development 17 18 facilities and general commercial and retail facilities consistent with market demand; and 19 WHEREAS, on February 7,2001, Premis Partners assigned, with the consent of the 20 Agency, the DDA to Marvin and Lelia Jabin; and 21 22 WHEREAS, on June 8, 2002, the Public Works Division of the City of San 23 Bernardino issued to Marvin and Lelia Jabin a grading permit with respect to the Property; and 24 25 WHEREAS, Marvin and Lelia caused a dirt import operation to be conducted on the 26 Property and a building pad to be constructed in accordance with the approved grading plan; and SB2002J46891 2 e I 2 3 4 5 6 7 8 9 10 11 12 13 el4 15 16 17 e27 28 WHEREAS, the City Engineer inspected the Property following completion of the dirt import operation and construction of the building pad and made a finding that erosion control measures had been taken to protect off-site properties from runoff generated on Property; and WHEREAS, the costs incurred by Marvin and Lelia Jabin in connection with the dirt import operation and the construction of the building pad exceeded Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00); and WHEREAS, the obligation secured by the Deed of Trust has been satisfied; and WHEREAS, Marvin and Lelia J abin at this time desire to sell the Property to MAPEl CORPORATION, an Illinois corporation (the "Purchaser"); and WHEREAS, Marvin and Lelia Jabin desire that the DDA be amended to provide for construction of approximately 300,000 square feet of improvements which may include warehouse facilities, manufacturing facilities, production facilities, industrial facilities, distribution facilities, office facilities, research and development facilities and general commercial and retail facilities 18 consistent with market demand; and 19 20 WHEREAS, the Agency desires to facilitate development of the Property by the 21 Purchaser; and 22 23 WHEREAS, in order to facilitate development of the Property by the Purchaser, the 24 Agency and Marvin and Lelia Jabin desire to amend the DDA and enter into that certain Amendment 25 No. 4 to the DDA attached hereto as Exhibit "B" and by this reference incorporated herein 26 ("Amendment No.4"); and S82002:34689.1 3 tit WHEREAS, Marvin and Lelia Jabin intend to enter into an Assignment of 2 Disposition and Development Agreement in the form attached hereto as Exhibit "C" (the 3 "Assignment Agreement"); and 4 5 WHEREAS, Section 1.04 of the DDA provides that the DDA may not be assigned 6 without the prior approval of the Agency; and 7 8 WHEREAS, the Purchaser has presented to Agency Staff evidence of its 9 qualifications to perform the duties and responsibilities and discharge the obligations imposed upon 10 the Developer (as defined in the DDA) under the DDA and Agency Staff has approved the II Purchaser's qualifications; and 12 13 WHEREAS, Agency staff has prepared a Consent to Assignment of Disposition and tit 14 Development Agreement, a copy of which is attached hereto as Exhibit "D" (the "Consent to 15 Assignment"). 16 17 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION 18 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 19 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 20 21 Section 1. The Commission hereby finds that the recitals set forth above are tme 22 and correct. 23 24 Section 2. The Executive Director of the Agency is hereby authorized and directed 25 to execute a deed of reconveyance or similar instmment in recordable form in order that the lien of 26 the Deed ofTmst may be removed from the Property. e27 28 SB200D4689.1 4 e ~ 3 4 5 6 7 8 9 10 II el4 15 e27 28 Section 3. The Commission hereby approves Amendment No.4. Section 4. The Executive Director of the Agency is hereby authorized and directed to execute Amendment No.4 on behalf of the Agency in substantially the form attached hereto, together with such changes therein as may be approved by the Executive Director and Agency Special Counsel. The Executive Director of such other designated representative of the Agency is further authorized to do any and all things and take any and all actions as may be deemed necessary of advisable to effectuate the purposes of Amendment No.4. Section 5. The Commission hereby approves the assignment by Marvin and Lelia Jabin of all of its right, title and interest in and to the DDA to the Purchaser pursuant to the 12 AssiglID1ent Agreement. 13 Section 6. The Executive Director of the Agency is hereby authorized and directed to execute the Consent to Assignment. 16 17 18 19 20 21 22 23 24 7- -) 26 58200234689.1 5 e e e A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR 2 OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.4 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (INDUSTRIAL PARKWAY 3 PROPERTY) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND MARVIN AND LELIA JABIN AND CONSENTING TO AN 4 ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT 5 This Resolution shall become effective immediately upon its adoption. Section 7. 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting 8 thereof, held on the , 2002, by the following vote to wit: day of 9 10 NAYS ABSTAIN ABSENT 11 COMMISSION MEMBERS: ESTRADA LIEN McGINNIS DERRY SUAREZ ANDERSON MCCAMMACK AYES 12 13 14 15 16 17 18 19 20 21 Secretary day of ,2002. The foregoing Resolution is hereby approved this 22 23 24 JUDITH V ALLES, Chairperson Community Development Commission of the City of San Bernardino 25 Approved as to form and legal conte 26 27 28 By: 6 _I 2 _14 15 _27 28 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) 3 I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 4 copy of Community Development Commission of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. 5 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal 6 of the Community Development Commission of the City of San Bernardino this day of ,2002. 7 8 9 10 Secretary of the Community Development Commission of the City of San Bernardino II 12 13 16 17 18 19 20 21 22 23 24 25 26 SB200D4689.1 7 e 2 3 4 5 6 7 8 9 10 11 12 13 e14 15 16 17 18 19 20 21 22 23 24 ?- -) 26 I en I 28 582002:34689.1 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 8 e PAACEL A: THAT PORTION OF BLOCKS 45 AND 46, AND TllAT IlNNUMBERED LOT 1\DJO:J:l~ING SLOCK 46 ON THE WEST OF THE I,ANDS OF IRVINGTON LAND AND WATER COMpANY, AS PER PI,AT RECORDED III SOOK I, RECORDS OF SURVEY, PAGE 32, RECORDS OF SAID COUNTY; IN SOOK :3 OP MAPS, PAGE 9, RECORDS OF SAID COUNTY; AND SECTIONS 12 AND 13, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN SERNARDINO BASE lIND MERIDIAN; SECTION 18, TOWNSHIP 1 NORTH, RANGE 4 WEST, SAN BERN~INO BASE AND MERIDIAN, ACCORDING TO THE exTENSION OF THE LINES OF THE OFFICIAl, GOVERNMENT SURVEY EXTENDED INTO THE MUSCOPI1\BE RJlNCHO, Al,L IN THE CITY OF SAN BERNNlPII'!O COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, LYING SO~ESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE STATE OF CALIFORNIA BY PEED RECORDED OCTOBER 25, 1955, IN BOOK 3772, PAGE 93, OFFICIAL RECORDS, AS INSTRUMENT NO. 55. AS PARCEL "B": AND NORTHERLY, NORTHEASTERLY AND EASTERLY OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED JULY 27, 1948, IN BOOK 2268, PAGE 146, OFFICIAL RECORDS; AND NORTHERLY AND NORTHWESTERLY OF THAT CERTAIN PNlCEL OF LAND, AS CONVEYED TO SAID SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT SY DEED RECORDED JULY 27, 1948, IN BOOK 226B, PAGE 142, OFFICIAL RECORDS. TOGETHER WITH THOSE PORTIONS OF OREGOI'! AvENUE, PINE AVENUE. PINE AVEN~ AND ORANGE AVENUE ADJOIN~NG PORTIOI'!S OF THE PROPERTY HEREIN DESCRISED, THAT WEllE VACATED AI'ID AB.NIDONED l:!Y RESOLtlTIOI'! OF THE BOARD OF SOl/ERVISORS OF THE COllNTY OF SAN BERl!iIARDINO, PATED MAY 27, 1929, ON FILE IN THE SAN BERI'IARDII'!O COOl'lTY ROAD DEPARTMENT WHICH WOULD pASS BY OPERATION OF tAW WITH THE LEGAL CONVEYANCE OF SAID PROPERTY. ~CEPTING THEREFROM ALL THAT pORTION THEREOF SHOWN AS PARCELS 1, 2. 3 AND 4, AS l/ER PLAT ATTACHED TO CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, ~994, AS II'!STRUMENT NO. 94-493~65, OFFICIAL RECORDS; REFERENCE BEING MADE HEREIN FOR THE COMPLETE DESCRIPTION AS DESCRIEED IN SAID DOCUMENT. PARCEL Ell PARCEL ~, AS pER PLAT ATTACHED TO CERTIPlCATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493~65, OFl/ICLAx. RECORDS, BEING FURTHER DESCRIBED THERE II'! AS FOLLOWS, A pORTION OF SECTION 12, TOWNSHIP 1 NORTH, ~~GE 5 WEST, SAN BERI'IARDINO BASE A.~D MERIDIAN; AND SECTION 7, TOWNSHIP 1NORTH, RANGE 4 WEST, SAN BERNARDINO SASE AND MERIDIAN, ALL IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN SERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS FOLLOWS: EEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND AS CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 3772, PAGE 93, OFFIC~ RECORDS (INTERSTATE 215l, AND 'IRE NORTHERLY LINE OF THAT pARCEL OF LAND CONVEYEp TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2258. PAGE ~42, OFFICIAL RECORDS (DEVIL CREEK CHANNELl; THENCE 'lORTH 350 03' 36" WEST. 882.47 FEET ALONG SAID SOUTHWESTERLY LINE uF INTERSTATE _215 TO A POIIIT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIOS 01' 5909.00 FEET, _THROUGH A CE'lTRAL ANGLE OF 01' 15' 41", AN ARC DISTANC!l OF 129.30 FEET TO THE TRUE POINT OF BEGINNING FOR THIS DESCRIFTION; RFf~STllO .-00/12/"'.' .................'-........'- ...............' " I'V..::H:::.I"t ,....0 e EsorowNo: 22048229 - K41 Loan No: THENCE FROM SAIP TRUE pOINT OF BEGINNING ALONG A CURvE CONCAvE TO THE WEST, HAVING A RADIUS OF 5909.00 FEET, THROUGH A CENTRAL ANG~E OF 12' 54' 33", AN ARC PISTANCE OF 1331,35 FEET, MORE OR ~ESS. TO THE INTERSECTION OF SAID SOUTHWESTERLY LINE OF INTERSTATE 215 AND THE CENTER LINE OF PINE AVENUE (VA~TED); THENCE ALONG SAID CENTER LINE SOUTH 27' 50' WEST, 369.87 FEET, MORE OR LESS, TO A POINT IN THI3 EASTERLY LINE OF THAT PARCEL OF LAND CONVOlYED TO THE SAN BERNARPINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 226B, PAGE 146, OFFIC~ RECORDS (CAB~E CANYON FLOOD CONTROL CHANNEL) ; THENCE ALONG SAID EASTERLY LINE. SOUTH 32' 20' 25" EAST, 389.61 FEET. MORE OR LESS. TO A POINT TANGENT TO A CURVE CONCAVE TO TH/3 WEST, HAVING A RAPIUS OF 2065.00 FEET, THROUGH A CENTRAL ANGLE OF 210 30' 33", AN ARC DISTANCE OF 770.67 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 640.00 FEET, THROUGH A CENTRAL ANGLE OF 150 41' 17", AN ARC DISTANCE OF 175.24 FEET; THENCE NORTH 230 22' 55" EAST, 240,00 FEET; THENCE NORTH 540 56' 24" EAST, 390.11 FEET TO CLOSE ON THE TRUE POINT OF BEGINNING, e e AFINgrpo ,-oo/12f"'1l~ e EXHIBIT "B" ') AMENDMENT NO.4 3 4 5 6 7 8 9 10 II 12 13 el4 15 16 17 18 19 20 21 22 23 24 25 26 e27 28 582002:34689.\ 9 e e e AMENDMENT NO.4 TO DISPOSITION AND DEVELOPMENT AGREEMENT [Marvin and Lelia Jabin, assignee ofPremis Partners] THIS AMENDMENT NO.4 is entered into this _ day of December, 2002 by and between the Redevelopment Agency of the City of San Bernardino (the "Agency") and Marvin and Lelia Jabin, Husband and Wife, as joint tenants (the "Developer"). WHEREAS, the Agency and Premis Partners, a California limited partnership ("Premis Partners") previously entered into that certain Disposition and Development Agreement dated November 7, 1996 pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area (the "Property"); and WHEREAS, in connection with the execution ofthe above-referenced Disposition and Development Agreement, the Agency agreed to sell the Property in order to cause the construction thereon of an approximately 200,000 square foot warehousing and distribution facility, as more fully described in said Disposition and Development Agreement; and WHEREAS, the Disposition and Development Agreement was subsequently amended by Amendment No. I on April 6, 1998, Amendment No.2 on May 3, 1999, and Amendment No.3 on January 22, 2001 (said Disposition and Development Agreement as so amended being hereinafter referred to as the "DDA"); and WHEREAS, Amendment No.3 provided that the 200,000 square feet of building improvements to be constructed on the Property could constitute either warehouse and distribution facilities, as originally contemplated, or office facilities, research and development facilities and general commercial and retail facilities consistent with market demand; and WHEREAS, pursuant to that certain Assignment of Disposition and Development Agreement dated February 7, 2001 (the "Assignment ofDDA"), Premis Partners assigned the DDA, with the consent of the Agency, to the Developer in connection with the Developer's purchase of the Property from Premis Partners; and WHEREAS, the Developer now intends to sell the Property to MAPEl CORPORATION, an Illinois corporation (the "Purchaser") and to assign to the Purchaser all of the Developer's right, title and interest in the DDA; and WHEREAS, the Purchaser intends to develop the Property with manufacturing, production, industrial, warehouse and office facilities in three phases and to cause to be opened on the Property, upon completion of construction, a project with approximately 315,000 square feet of improvements; and WHEREAS, the Agency desires that the Property be developed as the Purchaser intends; and S62002:38761.1 I tit tit e WHEREAS, the Agency and the Developer desire to amend the DDA to reflect the Purchaser's intended use of the Property; and WHEREAS, the Agency desires to consent to the assignment by the Developer to the Purchaser of all the Developer's right, title and interest in the DDA. NOW, THEREFORE, in consideration of the premises and such other good and valuable consideration, receipt and sufficiency of which are acknowledged by the parties, the parties hereto agree as follows: Section 1. Except as hereby amended, the DDA is in all respects ratified and confirmed and all of the terms, provisions and conditions thereof shall be and remain in full force and effect. Section 2. Except as otherwise provided herein, all terms not otherwise defined in this Amendment No.4 shall have the same meanings in this Amendment No.4 as those terms are given in the DDA. Section 3. Section 3.01.a. of the DDA shall be amended to read as follows: "a. Scooe of Develooment. The Developer agrees to develop the Property with at least three hundred thousand (300,000) square feet of improvements in accordance with and within the limitations established in the Scope of Development set forth in Exhibit "B" attached hereto and incorporated herein by reference." Section 4. Section 3.04 of the DDA shall be amended to read as follows: "Section 3.04. In Lieu Tax Payments/Tax Appeals. In addition to the provisions set forth in Section 2.16, to the extent the Developer fails to develop the Property in accordance with the terms and provisions of this Agreement once it has acquired the Property from the Agency, the Developer shall pay to the Agency an in lieu tax payment in the amount equal to the amount otherwise payable had the Property (land and improvements) had an appraised valuation of Thirty One Million Dollars ($31,000,000), at the end of each year in which no development has occurred on the Property. The Developer agrees that for the duration of the Redevelopment Plan, it shall not institute, file or participate in any property tax assessed valuation appeals or challenges related to the Property or any portion thereof." S82002:38761.1 2 e e e Section 5. read as follows: The first paragraph of Section 4.01 of the DDA shall be amended to "Uses. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property, or any part thereof, that upon completion of construction, Developer shall cause to be opened on the Property a project with approximately 300,000 square feet of improvements which may include warehouse facilities, manufacturing facilities, production facilities, industrial facilities, distribution facilities, office facilities, research and development facilities and general commercial and retail facilities consistent with market demand. Developer agrees that development of the Property shall occur in three phases and that, upon completion of construction of the first phase of development, Developer shall cause to be opened on the Property a project with approximately 123,000 square feet. Developer further agrees that upon completion of development of the Property, the Project will result in the creation of at least one hundred eighty (180) jobs." Section 6. The second sentence of the first paragraph of Section 4.05 shall be amended to read as follows: "The covenants respecting uses of the Property shall remain in effect through December 31, 2017, shall run with the land and shall constitute equitable servitudes thereon, and shall, without regard to technical classification and designation, be binding for the benefit and in favor ofthe Agency, its successors and assigns, and the City." Section 7. Section 5.07 shall be deleted in its entirety and Section 5.08 shall be renumbered Section 5.07. Section 8. Section 6.01.b shall be amended in its entirety to read as follows: "B. In addition to the submission of notices, demands or communications to the parties as set forth SB2002:38761.1 3 e e e above, copies of all notices to any party shall also be sent to: (if the Developer) MAPEl CORPORATION 1144 East Newport Center Drive Deerfield Beach, Florida 33442 Attention: Nicholas Di Tempora, President (with copy to) Broad and Cassel One North Clematis Street, Suite 500 West Palm Beach, Florida 33401 Attention: Michael R. Flam, Esq. (if the Agency) Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Third Floor San Bernardino, California 92401,1507 Attention: Executive Director (with copy to) Lewis Brisbois Bisgaard & Smith LLP 650 East Hospitality Lane, Suite 600 San Bernardino, California 92408 Attention: Diane R. Holman, Esq." Section 9. The first sentence of the first paragraph of Exhibit "B" (Scope of Development) shall be replaced by the following sentences: "The Property shall be developed with approximately 300,000 square feet of improvements, which may include warehouse facilities, manufacturing facilities, production facilities, industrial facilities, distribution facilities, office facilities, research and development facilities and general commercial and retail facilities consistent with market demand. Said Project may consist of one or more structures, all as described herein and with a minimum assessed valuation upon completion of Thirty One Million Dollars ($31,000,000)." Section 10. (11) of Exhibit D (Schedule of Performance) shall be amended to read: "(11) Completion of construction of Phase I December 31,2003" S82002:38761.1 4 e tit tit Section 11. Section 1 of Exhibit E (Certificate of Completion) shall be amended to read as follows: "Section 1. The improvements required to be constructed in accordance with that certain Disposition and Development Agreement (the "Agreement") by and between the Agency and MAPEl CORPORATION, an Illinois corporation (the "Developer") on that certain real property (the "Property") more fully described in Exhibit "A" attached hereto and incorporated herein by this reference, have been completed in accordance with the provisions of said Agreement." Section 12. This Amendment No.4 may be executed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. S8200D8761.J 5 e e e IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No.4 as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Executive Director ATTEST: Agency Secretary APPROVED AS TO FORM AND LEGAL CONTENT: Agency Counsel DEVELOPER Marvin Jabin Lelia Jabin sB200n876!.1 6 r . e 2 , ~ 4 5 6 7 8 9 10 11 12 13 e14 15 16 17 18 19 20 21 22 23 24 25 26 e27 28 5B200234689.1 EXHIBIT "C" ASSIGNMENT AGREEMENT 10 e e e ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT THIS ASSIGNv.'3NT OF DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is entered into this _ day of , 2002, by and between Marvin and Lelia Jabin, Husband and Wife, as joint tenants ("Assignor") and MAPEl CORPORATION, an Illinois corporation ("Assignee"). WHEREAS, the Assignor acquired its right, title and interest in and to that certain Disposition and Development Agreement dated November 7, 1996, as amended by Amendment No. I on April 6, 1998, by Amendment No.2 on May 3, 1999, by Amendment No.3 on January 22, 2001 and by Amendment No.4 on December _' 2002 (as so amended, the "Disposition and Development Agreement") by and between the Developer (as that term is defined in the Disposition and Development Agreement) and the Redevelopment Agency of the City of San Bernardino (the "Agency") and pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area oftbe City of San Bernardino, California, which real property is legally described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property") pursuant to that certain Assignment of Disposition and Development Agreement dated February 7, 2001 by and between Assignor and Premis Partners, a California limited partnership, the initial Developer and with the consent of the Agency; and WHEREAS, pursuant to the Disposition and Development Agreement, the Agency agreed to sell the Property to the initial Developer for a purchase price of Eight Hundred Seven Thousand Dollars ($807,000.00); and WHEREAS, in order to enable the initial Developer to incur the costs associated with flood control improvements that needed to be made to develop the Property, the Disposition and Development Agreement provided that the purchase price be reduced by an amount equal to the actual costs of such flood control improvements, but in no event by more than Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00); and WHEREAS, in connection with the provisional reduction in purchase price, the initial Developer executed and delivered to the Agency that certain Deed of Trust and Assignment of Rents dated June 28,1999 and recorded on August 31,1999 in Official Records of the County of San Bernardino, California, as Document No. 19990369635 (the "Deed of Trust"); and WHEREAS, following the acquisition of the Property from the initial Developer, the Assignor obtained a grading permit with respect to the Property and thereafter caused a dirt import operation to be conducted on the Property and a building pad to be constructed in accordance with the approved grading plan; and WHEREAS, the City Engineer for the City of San Bernardino inspected the Property following completion of the dirt import operation and construction of the building pad and made a finding that erosion control measures had been taken to protect off-site properties from runoff generated on the Property; and S8200234712.1 e e e WHEREAS, the costs incurred by Assignor in connection with the dirt import operation and the construction ofthe building pad exceeded Three Hundred Thirty-Three Thousand Five Hundred Dollars (5333,500.00); and WHEREAS, there is at this time no outstanding balance to be paid on the purchase price of the Property; and WHEREAS, the Agency is executing and delivering a reconveyance with respect to the Deed of Trust; and WHEREAS, Assignor at this time intends to sell, and Assignee intends to purchase, the Property; and WHEREAS, Assignor desires to assign all of its right, title and interest in and to the Disposition and Development Agreement to Assignee; and WHEREAS, Assignee is willing to assume the remaining duties, responsibilities and obligations of Assignor in connection with development of the Property, as set forth in Article III of the Disposition and Development Agreement; and WHEREAS, Article III ofthe Disposition and Development Agreement provides that the Developer shall construct at least three hundred thousand (300,000) square feet of improvements on the Property; and NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Disposition and Development Agreement. Section 2. Assignee hereby accepts the assignment of Assignor's right, title and interest in and to the Disposition and Development Agreement. Assignee hereby assumes, and accepts and agrees to perform and discharge the remaining duties, responsibilities and obligations imposed upon the Developer under the Disposition and Development Agreement to construct at least three hundred thousand (300,000) square feet of improvements on the Property in accordance with and within the limitations established in the Scope of Development set forth in Exhibit "B" to the Disposition and Development Agreement. Section 3. This Agreement contains the entire understanding and agreement ofthe parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Section 4. This Agreement shall be governed by the laws of the State of California. SB2002:34712.1 e e e Section 5. In the event that anyone or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or illegal, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining phrases, sentences, clauses, paragraphs or sections contained herein. Section 6. This Agreement may be executed by the parties in counterparts, and when executed by each ofthe parties, each counterpart shall be deemed to be a part of the same instrument. SB2oo2:34712.1 e e e The parties hereto have caused this Agreement to be executed by their authorized representatives as set forth below. [SIGNATURES MUST BE NOTARIZED] S82oo2:34712.\ ASSIGNOR Marvin Jabin Lelia Jabin ASSIGNEE MAPEl CORPORATION, an Illinois corporation By: Nicholas Di Tempora, President By: John Zimmerman, Secretary . PARCEL A: THAT PORTION OF 13I.OCKS 45 AWl 46, AND THAT UNNUMBERED LOT J\DJO~NING BLOCK 46 ON TilE WEST OF THE LANDS OF IRVINGTON LAND AND WATER CO)IlpANY, AS PER PLAT REC01<DJ;;D IN aOOK 1, RECORDS OF SURVEY, PAGE 32, RECORDS OF SAIP COUNTY; IN BOOK 3 01' MAPS, PAG!> 9, RECORDS OF SAID COUNTY; AND SECTIONS 12 AND 13, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO SASE AND MERIDIAN; SECTION 18, TOWNSHIP 1 NORTH, RANGE 4 WEST, SAN aERNiAADINO BASE AND MERIDIAN, ACCORDING TO T~ EXTENSION OF TilE LINES OF THE OFFICIAL GOVERNMENT SURVEY EXTJ;;NDEP INTO THE MOSCUPI1Il3E RANCHO, ALL IN THE CITY OF SAA ElERNAADINO COUNTY OF SAA BERNAADINO, STATE OF CALIFORNIA, LYING SOQTUWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO TilE STATE OF CALIFORNIA BY PEED RECORDED OCTOBER 25, 1955, IN aOOK 3772, PAGE 93, OFFICIAL RECORDS, AS INS'1'R.UMENT NO. 55, AS PARCEL "B", AND NORTHERLY, NORTHEASTERLY AND EASTERLY OF TIlAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED JULY 27, 1948, IN BOOK 2268, PAGE l46, OFFICIAL RECORDS, AND NORTHERLY AND NORTHWESTERLY OF THAT CERTAIN pAACEL OF LAND, AS CONVEYED TO SAID SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT ay DEED RECORDED JULY 27, 1948, I~ BOOK 226B, PAGE 142, OFFICIAL RECORDS. TOGETHER WITJ-l THOSE PORTIONS OF OREGO.!! AVENUE, PINE AVji:NUE, i'INll AVENOE AND ORANGE AVENUE ADJOIN~NG PORTIO~S OF THE PROPERTY HEREIN DESCRIBED, THAT WERE VACATED AND ABANDONED BY RESOLUTION OF THE BOARD OF SOpERVISORS OF THE COUNTY OF SAN aERNARDINO, DATED MAY 27, 1929, ON FILE IN THE SAN BERNARDINO COUNTY ROAD DEPARTMENT WHICH WOULD PASS BY OPERATION OF LAW WITH THE LEGAL CONVEYANCE OF SAID PROFERTY' _XCEpTING THE:REFROM ALL TIlAT pORTION THEREOF SHOWN AS PARCELS 1, 2, 3 AND 4, AS PER PLAT ATTACHED TO CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJOSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165, OFFICIAL RECORDS; REFERENCE BEING MADE HEREIN FOR THE COMPLETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT. PARCEL 13, PARCEL 1, AS pER PLAT ATTACHED TO CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165, OFFICIAL RECORDS, BE~NG FURTHER DESCRIBED THEREIN AS FOLLOWS: A PORTIO.!! OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO BASE ANP MERIDIAN; AND SECTION 7, TOWNSHIP INORTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ALL IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNAADINO, STA'I'El OF CALIFORNIA, ACCORDING TO THE OFFICIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND AS CONVEYED TO THE STATE OF CALIFORNIA BY PEED RECORPED IN BOO~ 3772, PAGE 93, OFFICIAL RECORDS (INTERSTATE 215), AND THE NORTHERLY LINE OF THAT PARCEL OF LAND CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 142, OFFICIAL RECORDS (DEVIL CREE~ CHANNELl; THEliTCE 1l0RTH 35" 03' 36" WEST, 882.47 FEET ALONG SAID SOUTHWESTERLY LIml OF INTERSTATE ~15 TO A POINT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVXNG A RADIOS OF 5909.00 FEET, ~HROUGH A CENTRAL ANGLE OF 01" 15' 41", AN ARC DISTANCE OF 129.~0 FEET TO THE TRU~ POINT OF BEGINNING FOR THIS DESCRIPTION; RFI~3TOC '-"1'2/".~ "'-'" "'~''-~'-''- !'V.~t'..!<-+ r...=I . Escrow No: 22048229 - KH Loan No: THENCE FRQM SAIP TRUE pOINT OF BEGINNING ALONG A CURvE CONCA~ TO THE WEST. HAVING A RAPIUS OF 5909.00 FEET. THROUGH A CENTRAL ANG~E OF 120 54' 33", AN ARC PISTANCE OF 1331.35 FEET, MORE OR ~ESS. TO THE INTERSECTION OF SAlD SOUTHWESTERLY LINE OF INTERSTATE 215 AND THE CENTER LINE OP PINE AVENUE (VACATED); THENCE ALONG SAIP CENTER ~INE SOOTH 270 50' WEST, 369.87 FEET, MORE OR LESS, TO A POINT IN THE EASTERLY ~INE OF THAT PARCEL OF LAND CONvEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTRO~ DISTRICT BY DEED RECORDED IN BOOK 2268. PAGE 146. OFFIC~ RECORDS (CAB~E CANYON FLOOD CONTROL CHANNEL); THENCE ALONG SAID EASTERLY LINE. SOUTH 320 20' 25" EAST, 389.61 PEET. MORE OR LESS. TO A POINT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 2065.00 PEET, THROUGH A CENTRl'J.. ANGLE OF 210 30' 33", AN ARC DISTANCE OF 770.67 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 640.00 FEET, THROUGH A CENTRAL ANGLE OF 150 41' 17". AN ARC DISTANCE OF 175.24 FEET; THENCE NORTH 230 22' 55" EAST. 240,00 FEET; THENCE NORTH 540 56' 24" EAST, 390.11 FEET TO CLOSE ON THE TRUE POINT OF BEGINNING, e e AFINSToa ""1121"" e 1 EXHIBIT "D" 2 CONSENT TO ASSIGNMENT 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 17 18 19 20 21 22 23 24 25 26 e27 28 SB2002:34689.! 11 e e e CONSENT TO ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") and Premis Partners, a California limited partnership ("Premis Partners") entered into that certain Disposition and Development Agreement dated November 7, 1996 (the "Disposition and Development Agreement") pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area of the City of San Bernardino, California (the "Property"); and WHEREAS, the Disposition and Development Agreement was subsequently amended by Amendment No. I on April 6, 1998, Amendment NO.2 on May 3. 1999, and Amendment No.3 on January 22, 2001 (said Disposition and Development Agreement as so amended being hereinafter referred to as the "DDA"); and WHEREAS, in 2001, Premis Partners sold the Property to, and pursuant to that cel1ain Assignment of Disposition and Development Agreement dated February 7, 200 I, assigned all of its right, title and interest in and to the DDA to, Marvin and Lelia Jabin (herein, the "Assignors"); and WHEREAS, the Assignors now desire to sell the Property to MAPEL CORPORATION, an Illinois corporation (herein, the "Assignee"); and WHEREAS, in connection with the sale of the Property, Assignors desire to assign all of their right, title and interest in and to the DDA to Assignee; and 'vVHEREAS, Assignee is willing to assume the duties, responsibilities and obligations of the Assignors under the DDA, including but not limited to developing the Property as set forth in Article III of the DDA; and 'vVHEREAS, Section 1.04 of the DDA provides that the DDA may not be assigned without the prior written approval of the Agency; and WHEREAS, Assignee has presented to the Agency evidence of its qualifications to perform the duties and responsibilities and discharge the obligations imposed upon the developer under the DDA and the Agency has approved Assignee's qualifications; and WHEREAS, the Agency desires that the Property be developed by the Assignee. SB~OO~:3..953.1 1---;-- e e e NOW, THEREFORE, in consideration of the premises, the Agency hereby consents to the assignment by the Assignor of all their right, title and interest in and to the DDA to the Assignee. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Date: ,2002 By: Executive Director APPROVED AS TO FORM AND LEGAL CONTENT: Agency Special Counsel 5B2002:34953.1 . . 1 2 3 4 5 6 7 8 9 ~~(Q)~W RESOLUTION NO. A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING AND AUTHORIZING EXECUTION OF THAT CERTAIN 2002 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT (MAPEl CORPORATION) AND THE GRANT OF CERTAIN PROJECT GENERATED TAX INCREMENT REVENUES IN CONNECTION THEREWITH WHEREAS, MAPEl CORPORATION, an Illinois corporation ("Grantee") is acquiring that 10 certain real property commonly known as 5415 Industrial Parkway in the City of San Bernardino, II California, and more specifically described in Exhibit "A" hereto and by this reference incorporated 12 herein (the "Property"); and 13 WHEREAS, the Property is within the State College Redevelopment Project Area of the 14 15 16 Agency (the "Project Area"); and WHEREAS, the Property is subject to that certain Disposition and development Agreement 17 dated November 7,1996, by and between the Agency and the Grantee, as amended by Amendment No. 18 1 on April 6, 1998, by Amendment No.2 on May 3, 1999, by Amendment No.3 on January 22,2001 19 and by Amendment No.4 on December 2,2002 (said Disposition and Development Agreement as 20 amended by amendment No.1, Amendment No.2, Amendment No.3 and Amendment No.4 being 21 22 23 hereinafter referred to as the "DDA"); and WHEREAS, the Grantee plans to construct on the Property, in three phases, approximately 315,000 square feet of building improvements (the "Facilities") which may, pursuant to the DDA, 24 25 include warehouse facilities, manufacturing facilities, production facilities, industrial facilities, 26 distribution facilities, office facilities, research and development facilities and general commercial and . 27 retail facilities; and 28 S82002:39504.1 e e e I WHEREAS, the Grantee intends to use the Facilities for the production and distribution of 2 grout, mortar, mastic and similar products; and 3 4 5 6 WHEREAS, the operation by the Grantee of the Facilities will generate new jobs for residents of the community (the "Economic Development Project"); and WHEREAS, the DDA provides that the first phase of construction of the Facilities shall be 7 completed no later than December 31, 2003; and 8 WHEREAS, the Grantee has represented to the Redevelopment Agency of the City of San 9 Bernardino (the "Agency") that the Economic Development Project will commence promptly upon 10 completion of the first phase of construction of the Facilities; and II 12 WHEREAS, the Grantee has further represented to the Agency that within six (6) months of commencement of the Economic Development Project, at least sixty (60) new jobs or positions (the 13 14 "New Job Opportunities") will be created on the Property; and 15 WHEREAS, the Grantee has further represented to the Agency that the New Job Opportunities 16 will continue in existence on the Property until June 30, 2013; and 17 18 19 20 21 22 23 WHEREAS, the Grantee has represented to the Agency that it will incur substantial costs in connection with the Economic Development Project; and WHEREAS, the Grantee has requested assistance from the Agency in mitigation of certain of the costs incurred by the Grantee in connection with the Economic Development Project; and WHEREAS, the Agency is willing to provide assistance to the Grantee in mitigation of certain of the costs incurred by the Grantee in connection with the Economic Development Project by 27 28 and including the 2012-2013 property tax year; and S82oo2:39504.\ 2 . . 17 18 19 20 21 22 23 24 25 26 e 27 28 I WHEREAS, the Grantee and the Agency propose to enter into a 2002 New Job 2 Opportunities Redevelopment Grant Agreement substantially in the form attached hereto as Exhibit "B" 3 4 (the "New Job Opportunities Grant Agreement"). 5 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, AS THE 6 7 GOVERNING BODY OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 8 BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 9 10 Section I. The above recitals are true and correct. II 12 13 14 for the December 2,2002 regular meeting of the Commission shall include a record of all documents Section 2. On December 2,2002, the Commission considered the New Job Opportunities Grant Agreement at a regular, open, public meeting of the Commission. The minutes of the Agency Secretary 15 and communication submitted to the Commission by interested persons relating to the consideration 16 of the Agreement. Section 3. The Commission hereby finds and determines that the Economic Development Project is exempt from the provisions of the California Environmental Quality Act, as amended ("CEQA"), pursuant to Section 15061(b)(3) of the CEQA Guidelines. Section 4. The Commission hereby approves the New Job Opportunities Grant Agreement as submitted at the December 2, 2002, meeting. The Executive Director is hereby authorized and directed to execute the New Job Opportunities Grant Agreement attached hereto as Exhibit "B" and by this reference incorporated hereon on behalf of the Agency, together with such technical and conforming changes as may be approved by the Executive Director and Agency Special Counsel. If the New Job Opportunities Grant Agreement is not fully executed by the parties for any reason within S82oo2:39504.1 3 e e e 1 ninety (90) days following the date of adoption ofthis Resolution, the New Job Opportunities Grant 2 Agreement shall become null and void. 3 4 Section 5. Provided that the New Job Opportunities Grant Agreement is fully executed by the parties within the period of time set forth in Section 4 of this Resolution, the Executive Director of 5 6 the Agency is hereby authorized and directed to take all actions set forth in the New Job Opportunities 7 Grant Agreement on behalf of the Agency. 8 1// 9 1// 10 1// 11 /1/ 12 1// 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SB2002:39504.1 4 e 1 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OFTHE CITY OF SAN BERNARDINO, AS THE GOVERNING BODY OF THE REDEVELOPME1'<T 2 AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THA T CERTAIN 2002 NEW JOB OPPORTUNITY REDEVELOPMENT GRANT AGREEMENT (MAPEl 3 CORPORATION) AND THE GRANT OF CERTAIN PROJECT GENERATED TAX INCREMENT REVENUES IN CONNECTION THEREWITH 4 Section 6. This Resolution shall become effective immediately upon its adoption. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a meeting 7 thereof. held on the day of , 2002, by the following vote to wit: 8 9 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT 10 ESTRADA - II LIEN - 12 McGIN1'<IS - 13 DERRY - e 14 SUAREZ - 15 ANDERSON - 16 MCCAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of ,2002. 21 22 23 24 Approved as to form and 25 legal conten 26 e 27 By: 28 JUDITH V ALLES, Chairperson Community Development Commission of the City of San Bernardino 5 e e e I STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss 2 CITY OF SAN BERNARDINO ) 3 I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of 4 Community Development Commission of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. 5 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of 6 the Community Development Commission of the City of San Bernardino this day of 2002. 7 8 9 10 11 12 13 14 15 16 Secretary of the Community Development Commission of the City of San Bernardino 17 18 19 20 21 22 23 24 25 26 27 28 S82oo2:39504.1 6 I . I EXHIBIT" A" e 2 LEGAL DESCRIPTION OF THE PROPERTY 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 17 18 19 20 21 22 23 24 25 26 e 27 28 582002:39504.1 7 e PAACltX, A: THAT PORTION OF aLOCKS 4.5 AlI]D 46, AND TIiAT UNmlMBERED LOT .l\llJO~ING BLOCK H ON THE WEST OF 'I'lUl I,ANDS OF IRVINGTQN IJ\NP AND WATER C~t?ANY, AS PER p~T RECORDED IN BOOK 1, RECORDS OF SURVEY, pAGE 32, RECORDS OF SAIP COUNTY; IN BOOK 3 OF MAl'S, PAGE 9, R2CORDS OF SAID COUNTY; NTD SEC'l':j:ONS 12 AND 13, TOWNSHIP 1 NOR'rH. RANGE 5 WEST. SAN BERNARDINO BASE AND MERIDIAN' SECTXON lB. TOWNSHIP 1 NORTH, RANGE 4 WEST, SAN BE~AADINO aASE AND MERIDIAN, ACCORDING TO THE J;:XTENSIOll1 OF 'I'lUl LINJ;;S OF THE OFFICIAl, GOVE:11:NMEN'l' SURVEY EXTE:NDEP ImO THE MUSCUPIABE RANCHO, AI,L IN THE CITY OF SAN SERNARorNO cOtlNT'l OF SAN aERNJIRDINO, STATE OF CALIFORNIA, LYING SOUT1\WES'l'SRLY OF THE SOtlTHWESTERJ:.Y LINE 01' TIiAT CERTAIN PARCEL OF LANP. AS CONVEYED TO THE S'l'ATE OF CALIFORNIA ay PEED RECORDED OCTOBER 25, 1955, IN aOOK 3772, PAGE 93. OFFICI~ RECORDS. AS INSTRUMENT NO. 55, AS pARCEL "ap; AND NORTHERJ:.Y, NORTHEASTERLY AND EASTERLY OF 'rHAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE ~ aERNJIRDINO COCNTY FLOOD CONTROX. DISTRICT ay DEED RECORDED JULY 27, 1948, IN BOOK 2268, PAGE 146, OFFIC~ RECORDS; AND NORTHERLY AND NORTHWESTERLY OF 'IW'.T CERTAIN PARCEl, OF LAND, AS CONVEYED TO SAID ~ BERNARDINO COomY FLOOD CONTROL DISTRICT BY DEED RECORDED JULY 27, 1948, IN aOOK 2268, pAGB 142, OFFICI~ RECORDS. TOGETHER WITH THOSE PORTIONS OF OREGON AVENUE, pINE Av:;NUE:, 1?INS AVE:Nllil ANIl ORANGE AVENUE ADJOINING PORTIONS OF THE PROPERTY HaREIN DESCRIllED, THAT WERE VACATED AND ABANOOl'lED 1>'1 RESOLOT~Ol'l OF THE BOARD Ot? SUPERVISORS OF THE COONTY OF SAN BERliIARDINO, PA'I'ED MAY 27, 1929. ON FILE IN THE SAN aERNARDINO COeNTY ROAD DEpAR~NT WHICH WOULD PASS BY OPERATION OF LAW WITH THE LEGAL CONVEYANCE OF SAID PROPE:RTY. AEXCEPTING TIlE;REFROM ALL THAT pORTION THEREOF SHOWN AS PARCELS 1, 2, 3 AND 4. AS PER ' ""l'LAT ATTACHED TO CERTIFICATE: OF COMPLIANCE FOR LOT LINE ADJUSTMENT NO. 94-06. RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165, OFFICI~ RECORDS, REFERENCE BEING MADE HERE~N FOR THE COMPLETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT. PARCEL a, PARCEL 1, AS pER PLAT ATTACHED TO CERTIFICATE OF COMPLIANCE FOR x.OT LINE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165. OFFIOrAL RECQRDS, EEING FURTHER DESCRIBED THEREIN AS FOLLOWS. A PORTIOli! OF SECTION 12. TOWNSHIP 1 NORTH, RANGE: 5 WEST, SAN BERNARDINO SASE AND MERIDIAN; AND SECTION 7, TOWNSHIP INORTH, RANGE 4 WEST, SAN BERNhRDINO BASE AND MERIDIAN, ALL IN THE CITY OF SAN BERNARDINO. COUNTY OF SAN BERNARDINO" STATE OF ~IFORNIA, ACCORDING TO THE OFFICIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS FOLLOWS, BEGINNING ~T THE INTERSE;CTION OF THE SOOTHWESTERLY LIl'lE OF ~T CERTAIN PARCEL OF LAND AS CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOO~ 3772, PAGE 93. OFFIC~ RECORDS (INTERSTATE 215), AND THE NORTHERI,Y LINE OF THAT PARCEL OF LAND CONVEYED TO ~ SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, P~E 142, OFFICI~ RECORDS (DEVIL CREEK CHANNEL) ; THENCE 1l0RTH 35" 03' 36" WEST, 882.47 FJ;;ET ~ONG SAID SOtlTHm!STERLY I,Ili!E OF INTERSTATE 215 TO A POINT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 5909.00 FEET, A THROUGH A CEN'J'RAL ANGLE 01' 01" 15' 41", 1\N ARC DISTANCE OF 129.30 FEET TO THE; TRUE ,.., POINT OFBEQINNING FOR THIS DESCRIPTION; RFlt'SToo ..../1'1'''* EscrowNo: 22048229. K41 Loan No: e THENCE PROM SAIP '!'RUE pOINT OF BEGINNING ALONG A CURvE CONCAVl3 TO THE WEST, HAVING A RADIUS OF 5909.00 FilET, THROUGH A C~ ANG~E OF 120 54' 33", AN ARC PISTANCE OF 1331.35 FEET, MORE OR LESS. TO'I'HE INTERSECTION OF SAID SOUTHWESTERLY LINE 01' INTERSTATE 215 AND THE CEN'l'ER LINE OP PINE AvENUE (VACATED); THENCE ALONG SAXP CENTER LINE SOUTH 27. 50' WEST, 369.87 pEET, MORE OR LESS, TO A POINT I:<I 'l'HE EASTERLY LINE OF 'l'RAT PARCEL OF LAND CONvEYED TO THE SAN BERNAAPINO COUNTY FLOOD CONTROL DIS'!'RICT BY DEED RECORDED IN BOOK 2268, PAGE 146, OPFICIAL RECORDS (~LE CANYON FLOOP CON'rROI. CHANNEL); THENCE ALONG SAID EASTERLY LINE. SOOTH 320 20' 25" EAST, 389.61 PEET. MORE OR LESS, TO A POINT TANGENT TO A CURvE CONCAVE TO THE WEST, HAVING A RAPIUS OF 2065.00 FE;ET, TlIROUGH A CBNTlU\L ANGLE OF 210 30' 330, AN ARC DISTANCE OF 770.67 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOtmi, HAVING A RADIUS OF 640.00 111>ET, '+'HROUGfI A CENTRAL, ANGLE OF ISO 41' 17", AN ARC DISTANCE OF 175.24 FEET; THENCE NORTH 230 22' 55" EAST, 240,00 FEET; THENCE NORTH 540 56' 240 EAST, 390.11 FEET TO CLOSE ON THE TRUE; POINT OF BEGINNING. e e ARNSTP<l .-o'/W'l" e e e 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT "B" , 2002 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT SB2002:39504.! 8 e e e REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 2002 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT (MAPEl CORPORATION) THIS 2002 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT dated as of December _' 2002 (the "Grant Agreement") is entered into by and between the Redevelopment Agency of the City of San Bernardino, a public body corporate and politic (the "Agency") and MAPEl CORPORATION., an Illinois corporation (the "Grantee"). RECITALS The Grantee is acquiring that certain real property commonly known as 5415 Industrial Parkway in the City of San Bernardino, California (the "City") and more specifically described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"). The Property is subject to that certain Disposition and Development Agreement dated November 7, 1996, by and between the Agency and Premis Partners, a California limited partnership ("Premis Partners"), as amended by Amendment No. I on April 6, 1998, by Amendment No.2 on May 3, 1999, by Amendment No.3 on January 22, 2001 and by Amendment No.4 on December 2, 2002 (said Disposition and Development Agreement as amended by Amendment No. I, Amendment No.2, Amendment No.3 and Amendment No.4 being hereinafter referred to as the "DDA"). On February 7, 2002 Premis Partners assigned, with the consent of the Agency, the DDA to Marvin and Lelia Jabin. On December _, 2002, Marvin and Lelia Jabin assigned, with the consent of the Agency, the DDA to the Grantee. The Grantee will construct on the Property, in three phases, approximately 315,000 square feet of building improvements (the "Facilities") which may, pursuant to the DDA, include warehouse facilities, manufacturing facilities, production facilities, industrial facilities, distribution facilities, office facilities, research and development facilities and general commercial and retail facilities. The Grantee is constructing the Facilities for use in the production and distribution of grout, mortar, mastic and similar products. The Property is within the State College Redevelopment Project Area of the Agency (the "Project Area"). The DDA provides that the first phase of construction shall be completed no later than December 31, 2003. The Grantee has represented to the Agency that upon completion of construction of the Facilities, it will commence hiring and retaining persons to fill the new jobs' or positions that have been created on the Property (the "New Job Opportunities") and that, within six (6) months of the completion of construction of the Facilities, at least sixty (60) New Job Opportunities will have been created on the Property (the "Economic Development S82002:39225.1 I e e e Project"). The Grantee further represents that the New Job Opportunities will continue in existence on the Property until June 30, 2013. The Grantee for itself and its successors and assigns, and the Agency for itself and its successors and assigns, have entered into this Grant Agreement in order to implement redevelopment of the Property for commercial, industrial and other uses as set forth above, for the economic revitalization of the area of the City in which the Property is located. NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS OF THE PARTIES SET FORTH HEREIN, THE GRANTEE FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND THE AGENCY FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AGREE: Section 1. Defined Terms. The matters set forth in the Recitals of this Grant Agreement are true and correct and are material elements to the formation of this Grant Agreement. In addition to the definitions of certain terms set forth in the Recitals of this Grant Agreement other words and phrases represented below are used in this Grant Agreement as defined terms: (a) The term ."Economic Development Project" as used in this Grant Agreement, shall mean and refer to the creation and maintenance on the Property of at least sixty (60) New Job Opportunities. (b) The term "Agency Grant" shall mean and refer to the New Job Opportunities creation grant in the amount of Six Hundred Thousand Dollars ($600,000.00) which shall be payable from the future Project Generated Tax Increment Revenues generated by the construction of the Facilities on the Property in the manner as provided hereinafter and subj ect to increases in said amount as provided in Section 4( c) hereof. (c) The term "New Job Opportunities" shall refer to an aggregate number of not less than sixty (60) new employment positions to be created on the Property upon the completion of the first phase of construction of the Facilities and thereafter maintained for a period oftime set forth in Section 5 of this Grant Agreement. (d) The term "New Employment Position" shall refer to the hourly wage employment position work description of each of the employees whose work position at the Property is eligible to be included among the New Job Opportunities for the purpose of satisfying the New Job Opportunities covenant of the Grantee set forth in Section 5 of this Grant Agreement. An employee is eligible to be included as holding a New Employment Position provided that each of the following conditions are satisfied: S82002:39225.1 2 e e e I (i) the employee is paid an hourly wage of at least Ten Dollars ($10.00) per hour; (ii) the employee is assigned to work (or is eligible to work) at least One Thousand Seven Hundred (1,700) hours per year; and (iii) the employee is based at the Property. (e) The term "Project Generated Tax Increment Revenues" shall mean with respect to those real estate property taxes paid by the Grantee to the County of San Bernardino (the "County") for each property tax year commencing with the 2003- 04 property tax year through and including the 2012-13 property tax year, an amount equal to thirty percent (30%) of the property taxes actually paid by the Grantee on the assessed valuation of the Property after the Agency has subtracted an annual base assessed value amount equal to $6,200,000 ("Base Valuation"); the property taxes that would have been paid on such Base Valuation shall be deemed to be in effect for the 2002-03 tax year as the current year assessed valuation for the Property pursuant to the DDA, and such Base Valuation amount shall be increased each year by the annual inflationary factor applied by the County in each tax year, not to exceed two percent (2%) per year or such other amount as may be as authorized by the State Constitution, commencing as of the 2003-04 tax year. Section 2. Term of Grant Agreement. This Grant Agreement shall take effect following its approval by the Agency and execution by the parties and shall continue in effect through and including September 30,2013. Section 3. Consistencv With The Redevelopment Plan. The Agency finds and determines that both the use of the Facilities intended by the Grantee and the Economic Development Project, as set forth in this Grant Agreement, are consistent with the Redevelopment Plan for the Project Area. Section 4. Covenant ofthe Agencv to Pav the Agencv Grant to the Grantee. (a) So long as the Grantee is not in default under this Grant Agreement, as set forth in Section 8(a) hereof, the Agency shall remit to the Grantee on or before August 15 of each year commencing on August 15, 2004, that portion of the Project Generated Tax Increment Revenues attributable to the real property taxes actually paid by the Grantee for the immediately preceding tax year to the County as payment of the property taxes assessed by the County on the Property of the Grantee. The Agency shall have no responsibility for the payment of any amounts SB2002:39225.\ 3 e e e hereunder for any tax year during which the Grantee has not paid the property taxes to the County and has not complied with the certification requirements as hereinafter set forth. (b) On or before July 15 of each year commencing on July 15, 2004, the Grantee shall submit to the Agency a "Written Request For Payment" together with a "Certification of Corporate Officer" as to the amount and date of payment of all property taxes as paid by the Grantee with respect to the Property for the immediately preceding tax year. The Grantee shall include as attachments to the Written Request For Payment and Certification of Corporate Officer copies of the following items: (i) all tax bills received from the County, including supplemental tax bills, for which payment was made by the Grantee, (ii) cancelled checks of the Grantee payable to the County showing that payments were made by the Grantee to the County of the appropriate tax bills, (iii) a statement from a corporate officer of the Grantee adequately demonstrating compliance with the requirement for the New Employment Position covenant under this Agreement as applicable for the tax year for which payment of the Project Generated Tax Increment Revenues is then being sought. The obligations under item (iii) of the immediately preceding sentence shall be in addition to the obligations of the Grantee to submit the Compliance Verification as otherwise required pursuant to this Agreement. (c) In the event that the full amount of the Agency Grant has been paid to the Grantee on or prior to August 15,2013, and provided that the Grantee continues to satisfY the covenants for the creation and maintenance of the New Job Opportunities, the Project Generated Tax Increment Revenues may continue to be paid to the Grantee in excess of the Agency Grant amount but for a term not to exceed the property taxes paid by the Grantee through and including the 2012-13 tax year. Such additional payments to the Grantee shall be in consideration of the Grantee having produced additional tax increment revenues to the Agency and for the Grantee having continued to maintain the New Job Opportunities for the benefit of the Agency. (d) At the time the Agency is scheduled to make the final payment to the Grantee on or before August 15,2013 with respect to the property taxes paid by the Grantee for the 2012-13 tax year, the Grantee shall submit a certified statement to the effect that (i) there are no currently pending assessment appeals on file with the County that would have the effect of reducing the property taxes as paid by the Grantee for any prior tax year, and (ii) in the event the Grantee subsequent to August 15, 2013, receives any reduction in property taxes for any property tax year under this Agreement, the Grantee shall reimburse to the Agency all amounts that are then calculated to have been an overpayment by the Agency of the Project Generated Tax Increment Revenues that results from any such subsequently granted assessment appeal. (e) In the event that the entire amount of the Agency Grant has not been paid to the Grantee on or before the termination date of this Agreement as a result of the assessed valuation of the Property, and the property taxes paid thereon, being insufficient to allow the Agency to remit the entire principal amount of the Agency Grant during the ierm of this Agreement, the Agency shall have no further liability or other financial obligation to remit to the Grantee the S82002:39225.1 4 e e e shortfall amounts after the termination date of this Agreement. Under such circumstances, the remaining unpaid portion of the Agency Grant shall be deemed to have been forgiven by the Grantee for the benefit of the Agency and no further payments shall be remitted by the Agency pursuant to this Agreement or otherwise. Section 5. Covenant of the Grantee to Create and Maintain New Job Oooortunities on the Prooerty. (a) Subject to the terms of this Grant Agreement, the Grantee hereby covenants and agrees to create and thereafter maintain the New Job Opportunities on the Property as follows: (i) by June 30, 2004, at least an aggregate of sixty (60) New Employment Positions shall be created on the Property; (ii) on each of June 30, 2005, June 30, 2006, June 30, 2007, June 30, 2008, June 30, 2009, June 30, 2010, June 30, 2011, June 30, 2012 and June 30, 2013, there shall be a total of at least sixty (60) New Employment Positions on the Property. (b) On June 30, 2004, and thereafter on June 30 of each of the next four following years, the Grantee shall file a written verification (the "Compliance Verification") with the Executive Director in which the Grantee reports its compliance with the New Job Opportunities creation and/or maintenance covenant set forth in Section 5(a). The annual Compliance Report shall certify the number of persons in New Job Opportunities and include appropriately detailed payroll accounting information relating to the total hourly wage compensation amoun~s paid to such persons, the total number of hours worked by such persons and the total number of persons who were recruited, hired or released from employment for a New Employment Position. The annual Compliance Report need not identify any employee by name or by specific job description nor by new hire date, and the payroll accounting information may aggregate the hours worked and wages paid to all persons claimed by the Grantee to hold New Job Opportunities on the Property. (c) In the event that on June 30, 2013, the Compliance Verification indicates that there have been fewer than sixty (60) New Job Opportunities on the Property during the preceding year, then in such event the Grantee shall reimburse the Agency the following sum: $10,000.00 for each New Employment Position less than a total of sixty (60) New Job Opportunities on the Property as of such reporting date. The Grantee shall reimburse the Agency any such sum as may be payable pursuant to this Section 5(c) within thirty (30) days of written demand by the Agency. S82002:39225.1 5 e e e (d) The Grantee agrees to allow the Agency or its agents upon prior written notice at reasonabl.e times to inspect the payroll accounting records on which the Grantee relies for the verification of the New Job Opportunities provided to the Agency in each annual report. The Agency shall reimburse the Grantee the reasonable hourly cost of making a payroll clerk or accountant under the direction or control of the Grantee available to assist the Agency in inspecting such payroll accounting records. Section 6. Covenant Against Unlawful Discrimination. The terms and provisions of Health and Safety Code Section 33436 which prohibit various types of unlawful discrimination are hereby incorporated into this Grant Agreement by this reference. Section 7. Maintenance of Condition of the Prooerty. Subject to the satisfaction of the conditions of Section 2, the Grantee for itself, its successors and assigns hereby covenants and agrees that: (a) The areas of the Property which are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time within ten (IO) years following the date of approval of this Grant Agreement by motion or resolution of the Agency, as applicable, there is an occurrence of an adverse condition on any area of the Property which is subject to public view in contravention of the general maintenance standard described above (a "Maintenance Deficiency"), then the Agency shall notifY the Grantee in writing ofthe Maintenance Deficiency and give the Grantee thirty (30) days from receipt of such notice to cure the Maintenance Deficiency as identified in the notice. In the event the Grantee fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the Agency may conduct a public hearing following transmittal of written notice thereof to the Grantee ten (I 0) days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency exists and whether the Grantee has failed to comply with the provision of this Section 7(a). If upon the conclusion of a public hearing, the Agency makes a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the general maintenance standard, described above, thereafter the Agency shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or equity the Agency may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency on the Property authorized by this Section 7(a) shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand for payment by the Agency to the Grantee, the Agency shall have the right to enforce the lien in the manner as provided in Section 7(c). (b) Graffiti as this term is defined in Government Code Section 38772, which has been applied to any exterior surface of a structure or improvement on the Property which is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by S82002:39225.1 6 e e e the Grantee by either painting over the evidence of such vandalism with a paint which has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water as appropriate. In the event that such graffiti may become visible from an adjacent or contiguous public right-of-way but is not removed within 72 hours following the time of such application, the Agency shall have the right to enter the Property and remove the graffiti without notice to the Grantee. Any sum expended by the Agency for the removal of such graffiti from the Property authorized by this Section 7(b) in an amount not to exceed $250.00 per entry by the Agency, shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand for payment by the Agency to the Grantee, the Agency shall have the right to enforce its lien in the manner as provided in Section 7(c). (c) The parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 7 expressly include the power to establish and enforce a lien or other encumbrance against the Property, or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c in an amount reasonably necessary to restore the Property to the maintenance standard required under Section 7(a) or Section 7(b), including attorneys' fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the Agency in connection with such action. The provisions of this Section 7, shall be a covenant running with the land for the term as provided in Section 9 and shall be enforceable by the Agency. Nothing in the foregoing provisions of this Section 7 shall be deemed to preclude the Grantee from making any alteration, addition, demolition or other change to any structure or improvement or landscaping on the Property, provided that such changes comply with applicable zoning and building regulations of the City. The Notice of Agreement Relating to Real Property shall contain a reference to the provisions of Section 7 of this Grant Agreement. Section 8. Defaults and Breach - General. (a) Failure or delay by either party to perform any material term or provision of this Grant Agreement shall constitute a default under this Grant Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and thereafter diligently completes such cure, correction or remedy, such party shall not be deemed to be in default hereunder. (b) In the event that a default of either party remains uncured for more than forty five (45) calendar days following written notice, as set forth in the next succeeding paragraph, a breach shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. S82002:39225.1 7 e e e (c) The party claiming that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein. (d) Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Grant Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 9. Covenants Running With the Land. The provisions of Section 3, Section 4, Section 5, Section 6 and Section 7 of this Grant Agreement shall be covenants which run with the land and the Property for throughout the term of this Grant Agreement and shall bind the successors and assigns of the Agency and the successors and assigns of the interests of the Grantee in the Property. This Grant Agreement is expressly declared by the parties to be for the benefit of the Property and the area of the City surrounding the Property. Section 10. Reoresentations and Warranties of the Grantee. The Grantee hereby makes the following representations and warranties to the Agency and the Grantee acknowledges that the execution of this Grant Agreement by the Agency has been made in material reliance by the Agency on such representations and warranties: (a) to the actual and current knowledge of the Grantee, the Grantee is a duly organized and existing Illinois corporation. The Grantee has the legal right, power and authority to enter into this Grant Agreement, and the Grantee has taken all requisite action and obtained all requisite consents in connection with entering into this Grant Agreement; (b) to the actual current knowledge of the Grantee, neither the execution of this Grant Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the Grantee is a party, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Grantee or to the Property; (c) to the actual and current knowledge of the Grantee, the Grantee has the funds available to it, when combined with the Agency Grant, to undertake and complete the Economic Development Project; S82002:39225.1 8 e e e (d) the Grantee shall use commercially good faith efforts to hire residents of the City for the creation of New Job Opportunities on the Property. Such good faith efforts shall continue in effect during the term of the New Job Opportunities covenant under Section 5 of this Grant Agreement. The Grantee shall consult with the Agency from time-to-time upon the reasonable request of the Agency to formulate a reasonably acceptable program for implementing the forgoing representation of the Grantee to use commercially good faith efforts to hire residents of the City; provided however, that nothing in this Grant Agreement is intended to require the Grantee to implement any New Employment Position recruitment program or engage in any pattern or practice of New Employment Position recruitment or hiring which would violate applicable law; (e) the Grantee shall at its own expense secure or shall cause to be secured, any and all permits that may be required by the City or any other governmental entity having jurisdiction over the operation in the Facilities of the business of the Grantee. Section II. Grantee Indemnity. The Grantee agrees to indemnify and hold the Agency, the City and the officials, officers, attorneys, employees and agents of each of them, harmless from and against all damages, judgments, costs, expenses and attorney's fees arising from or related to any act or omission of the Grantee in performing its obligations hereunder. The Agency shall give the Grantee written notice of the Occurrence of a claim, litigation or other matters for which the Agency or the City may seek indemnity under this Section as promptly as practicable following the Agency's knowledge of the Occurrence of such matter, and the City and the Agency shall reasonably cooperate with the Grantee in the defense of any such claim or matter and shall not take any action that would adversely affect the Grantee's defense of such matter. Section 12. Grantee Insurance. The Grantee shall furnish, or shall cause to be furnished, to the Agency duplicate originals or appropriate certificates of comprehensive general liability insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit, naming the Agency and the City of San Bernardino as an additional insured. Such insurance shall cover comprehensive general liability including, but not limited to, contractual liability; acts of subcontractors; premises-operations; explosion, collapse and underground hazards, if applicable; broad form property damage, and personal iI1iury including libel, slander and false arrest. In addition, the Grantee shall provide to the Agency adequate proof of worker's compensation insurance coverage for its employees. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least B+: (viii) in Best's Insurance Guide, current edition. All such insurance policies shall provide that they may not be canceled unless the Agency receives written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Grantee hereunder shall be primary to any and all insurance which the Agency may otherwise carry, including self insurance, which for all purposes of this Grant Agreement shall be separate and apart from the requirements of this Grant Agreement. Any and S82002:39225.1 9 e e e all insurance required hereunder shall be maintained and kept in force throughout the term of this Grant Agreement. Section 13. Notice of Ae:reement Relatinl! to Real ProDerty. The parties hereby agree and declare that the successors and assigns of each shall be bound by the terms of this Grant Agreement. The parties shall execute and the Agency shall cause to be recorded a Notice of Agreement Relating to Real Property substantially in the form as attached hereto as Exhibit "e" and incorporated herein by this reference. Section 14. Attornevs' Fees. Ifeitherparty hereto files any action or brings any action or proceeding against the other arising out of this Grant Agreement, then the prevailing party as determined by a court of competent jurisdiction (the "Court") shall be entitled to recover as an element of its costs of suit and not as damages, its reasonable attorneys' fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. As used herein, the words "attorneys' fees" in the case of the Agency, means and includes the salary and/or hourly rates, fees, costs and expenses, allocated on an hourly basis, of the attorneys employed by the Office of City Attorney of the City of San Bernardino in connection with any matter arising under this Grant Agreement. Section 15. Lee:al Actions. (a) In addition to any other rights orremedies, either party 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 purposes of this Agreement. Such legal actions must be instituted in the Superior Court of the County of San Bernardino, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. (b) The laws of the State of California shall govern the interpretation and enforcement of this Agreement. (c) In the event that any legal action is commenced by the Grantee against the Agency, service of process on the Agency shall be made by personal service upon the Executi ve Director or Chairman of the Agency, or in such other manner as may be provided by law. Section 16. Headine:s and Attachments. The headings of each section of this Grant Agreement are provided for purposes of reference and convenience only and do not have any meaning which is independent of the text of the section of the Agreement to which they may generally correspond. The following list of attached documents are part of this Grant Agreement. Exhibit "A" - Legal Description of the Property Exhibit "B" - Notice of Agreement Relating to Real Property 10 e THIS 2002 PROPERTY OWNER NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT is dated as of December _,2002, and this Grant Agreement shall have no force nor effect unless it has been approved by the governing body of the Agency and fully executed by the parties. This Grant Agreement may be executed in counterparts on behalf ofthe parties by their authorized offices whose signatures appear below. GRANTEE MAPEl CORPORATION, an Illinois corporation Date: By: President By: Secretary AGENCY e REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO Date: By: Executive Director Approved As To Form By: Agency Counsel SB2002:39225.\ e 11 e e e EXHIDIT "A" Legal Description of the Property SB2002:39225.1 12 e PARCJ:;!. A: THAT PORTION OF llLOCKS 45 AlIjD 46. AND THAT llNNUMBEREP 1.O'l' .l\PJO~ING BI.OCK 46 ON THE WEST OF 'I'lUl I.ANDS OF IRVINGTON LAND AND WATER COl'll?ANY. AS PER pV.T RECOIlDIlD IN !lOOK 1. RBCORDS OF SURVEY. PAGE 32, RECORDS OF SAIP COUNTY; IN BOOK 3 OF MAl?S. PAGl' 9, RECORDS OF SAID COUNTY; AND SECTIONS 12 AND 13. TOWNSHIP 1 NORTH. RANGE 5 WEST. ~ BElmARDINO eASE 1Il'ID MERIDIAN; SECTION 18. TOWNSHIP 1 NORTH. RANGE 4 WEST. SAN BERNo'\RDINO BASE AND MBRIDIAl-l. ACCORD:rNG TO ~ SXTENS:rON OF TlUl I.INI>S OF THE OFFICIA:r, GOVERNMEN'l' SlJRVEY l'XTENDED INTO THE M'"JSCOPI1\BE RANCHO. AI.L IN THE CITY OF SAN BERNAl!DINO COUNTY OF SAN BERNARDINO. STAWE OF CALIFORNIA. LYING SOO'l'llWESTSRLY OF THE SOllTHWES'l'I!IU.Y LINE OF '!'HAT CERTAIN PARCEL OF LAND. AS CONVEYED TO THE STATE OF CALIFORNIA BY PEED RECORDBP OCTOBER 25. 1955. IN BOOK 3772. PAGE 93. OFFICIA:r, RECORDS. AS INSTRUMENT NO. 55. AS PARCEL "B"; AND NORTHERLY, NORTHEASTERLY AND EASTERLY OF THAT CERTAIN pARCEL OF r.AND. AS CONVEYED TO THE SAl>l BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DilEO RECORDED JULY 27, 1948. IN BOOK 2268. PAGE 146. OFFICIAL RECORDS; AND NORTHEIU.Y AND NORTHWSSTBRLY OF 'l'H'.T CBRTAIN PARCEL OF LAND. AS CONVEYED TO SAID SAN BERNARDINO COtm'l'Y n.OOD CONTROL DISTRICT BY DBEO RECORDED JULY 27, 1948. IN BOOK 2268. PAGE 142. OFFICIAL RECORDS. TOGETHER WITH THOSE PORTIONS OF OREGON AVENDE, PINE AVENDE, PINlil AVENlJIll AND ORANGE AVENtlE .l\PJOINING PORTIO~S OF TIm PROPJ:1RTY HaRBIN DESCRIBED, THAT WERE VACATED J\ND ABANDOIlED 13Y RESOI.mION OF THE BOARD or SOl?ERVISORS OF THE COUNTY OF SAN BERNAADINO. PATED AAY 27. 1929, ON FILE IN THE SAN BERNARDINO COllN'I'Y ROAD DEPARTMllNT WHICH WOULD PASS BY OPJ;:RATION OF LAW WITH THE LEGAL CONVEYANCE OP SAID PROPIlRTY. ~CEPTING TllE:REFROM Ar.I. THAT pORTION THlilREOF SHOWN AS PARCEI.S 1, 2, 3 AND 4. AS PER . PLAT ATTACliElD TO CE:RTInCATE: OF COMPLIANCE FOR 1.O'l' LINE .l\PJOs'lMENT NO. 94-06, RECORDllD DECEMBER 1~, t99~. AS INSTRUMENT NO. 94-493165, OFFICIAL RECORDS; REFERENCE BEING MADEl EERBIN FOR THE CQMPI.ETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT. PJ\Il.CEL il. PllROllL 1, AS l?ER pLAT ATTACHED TO CllR'l'II1ICA'I'E OF COMPLIANCE: FOR 1.OT I.INE J\PJOSTMEN'1' NO. 94-06, RECORDED DECEMBER 14. t994, AS INSTRUMENT NO. 9~-493t65; OFFICIAL RECORDS. BEING FURTHER DESCRIBED THEREIN AS FOLLOWS, l'>. POjl.TION OF SECT:rON 12. TOWNSHIP 1 NORTH. RANGE: 5 l41!ST. SAN BllRNARDINO BASE AND M)lRIDIAN; AND SEC'l'ION 7, TOWNSHIP 1NORTH, RANGE 4 WEiST, SAN BERNARDINO BASE AND MERIDIAN, r.r.I. IN THE CITY OF SAN BERNARDINO. COUN'l'Y OF SAN BERNARDINO, STATE OF CAI.IFOI<NIA, J\.CCORDING TO THE: OFFICIAL GOVERNMENT PLAT TIlEREOF BEINGDESCRIBBD AS FOLLOWS, BEGINNING l'>.T THE IN'I'ERSE:CTIOIl OF THE SOUTHWESTERr.Y LIIlE OF TaAT CE:RTA:r~ PARCE:L OF LAND AS CONVEYED TO THE STJ\.TE OF CALIFORNIA BY DEED RECORDED IN BOOK 3772, PAGE: 93. OFFICIAL RECORDS (INTERSTATE 2151. AND THE NORTHERLY LINE OF THAT PARCEI. OF LAND CONVEYEp TO THE SAN BERNARDINO COON'I'Y FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268. PJ\.GE 1~2. OFFICIAL RECORDS (DEVIL CREEK CHANNELl ; TllEIleE NORTH 35" 03' 35" WEST. 882.~7 FElET ALOl'lG SAID SOlJ'I'HWl'iSTERLY I.INE OF INTERSTATE 215 TO A pOINT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 5909.00 FEET. a THROUGH A CENTRAL ANGLE OF 01" 15' ~l". AN lIRC DISTANCE OF 129.30 FEET TO 1m: TRUE ,.., POINT OF BEGINNING FOR THIS DESCRIPTION; PrI~STDO ''''1'21''''1< I I , tit Es~owNo: THllNCE FROM SAIP TRUll POINT OF BEGINNING ALONG A CURvE CONCAVl3 TO THE WEST, HAVING A RADIUS OF 5909.00 FEET, THROUGH A cENTRAL ANG~E OF 12" 54' 33", ~ ARC PISTANCE 011 1331.35 FEET, MORll OR Lass, TO'I'ID; INTERSBCTION OF SAID SOtlTllWES'I'2RLY LINE Of' INTERSTATE 215 AND THE CaNTaR LINE OP PINE AVENUE (VACATBD); 22049229 . K41 Lean No: THeNce ALONG SAIP CENTER LINE SOOTH 27" 50' WEST, 369.97 pEET, MORE OR LESS, TO A POINT I/!l THE EAS'I'2RLY LINE OF THAT PARCEL OF LAND CQNVaYED TO THE SAN BERNARPINO COtIN'rY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 146, OFFIC~ RECORDS (~E CANYON PLOOP CONTROL CHANNEL); THENCE ALONG SAID EASTERLY LINE, SOOTH 32" 20' 25" EAST, 389.61 FEET, MORE OR LESS, TO A POINT 'I'ANGaNT TO A CURvE CONCAvE TO THE WEST, HAVING A RAP;J:US 011 2065.00 FEET, THROUGH A C~ ANGLE OF 21" 30' 33", AN ARC DISTANCE OF 770.67 FEET; THENCE ALONG A CllRVE CONCAVE TO THE SOOTH, HAVING A RADIOS OF 640.00 FEET, 'rHROUGfl A CENTRAL ANGLE OP 150 41' 17", AN ARC D;J:S'I'ANCE OF 175.24 FEET; THllNCE NORTH 230 22' 55" EAST, 240,00 PEET; THENCE NORTH 540 56' 24" EAST, 390.11 F)lET TO CLOSE ON THE TRUE POINT OF BEGINNING. tit tit AFlNsTCO -ooIW~~ e E$trOWNo: 22048229. KH Loan No: THl'lNCE FROM SAID TRUE: POINT OF BEGINNING ALONG A CURVE CONCAV13 TO THE WEST. HAVING A AADtuS OF 5909.00 FEIlT, THjl.OtlGH A cEN'rRAL ANG;t.1l OF 12' 54' 33", M ARC DISTANCE OP 1331.35 FilET, MORl'l OR LESS. TO THE INTERSECTION OF SAID SOUTHWESTERLY LINE OF INTERSTATE 215 AND THE CENTER LINE OF PINE AVENUE (VACATIlD); THENCE ALONG SAXP CENTER LINE SOUTH 27' 50' WEST, 369.87 FEST, MORE OR LESS, TO A POINT I~ THE EASTERLY LINE OF THAT PARCEL OF LAND CONVEYED 'IO THE SAN BERNARPlNO COtlN'rY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 146, OPFICIAL RECORDS (CAaLIl CANYON PLOOp CONTROL CHANNEL) ; THENCE ALOJ!;G SAID EASTERLy LINE, SOllTH 32' 20' 25" EAST, 389.61 FilET, MORE OR LESS. TO A POlm TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIUS OF 2065.00 FElET, THROUGH A CeNTRAL ANGLE OF 21" 30' 33", AN ARC DISTANCE OF 770.67 FEIlT; THENCE ALONG A CURVE CONCAVE TO THl3 SOUTH, HAVING A Rl\IlIUS OF 640.00 F)'lET, 'n!ROUGfl A CENTRAL ANGLE OP 15' 41' 17". AN ARC DISTANCE OF 175.24 FEET, TlreNCE NORTH 23' 22' 55. EAST, 240.00 FEET, THENCE NORTH 54" 56' 24. )'lAST. 390.11 FEET TO CLOSE ON THE TRUE: POINT OF BEGINNING. e e RFlNSTCC .-llIl/'~/~~ e e e EXHIBIT "B" Notice of Agreement Relating to Real Property 5B2002:39225.1 13 e e e RECORDING REQUESTED BY WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 (SPACE ABOVE LINE FOR USE BY RECORDER) REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO NOTICE OF AGREEMENT RELATING TO REAL PROPERTY TO ALL INTERESTED PERSONS: PLEASE TAKE NOTICE that as of the date of recordation of this Notice of Agreement Relating to Real Property, MAPEl CORPORATION, an Illinois corporation (the "Owner") and the Redevelopment Agency of the City of San Bernardino, a body corporate and politic (the "Agency") have entered into an agreement entitled: "2002 New Job Opportunities Redevelopment Grant Agreement". This Notice of Agreement Relating to Real Property affects the property commonly known as 5415 Industrial Parkway in the City of San Bernardino, California, and more specifically described in the legal description attached hereto as Exhibit "A". The 2002 New Job Opportunities Redevelopment Grant Agreement contains provisions relating to maintenance of the property, the right of the Agency to correct maintenance deficiencies upon the failure of Owner to comply with its maintenance obligations under the 2002 New Job Opportunities Redevelopment Grant Agreement and the right ofthe Agency to establish and enforce a lien or other encumbrance against the Property, or any portion thereof, in the manner provided under California Civil Code Sections 2924, 2924b and 2924c in an amount reasonably necessary to restore the Property to the maintenance standards required. Interested persons may contact the Agency (Attention Executive Director) by telephone at (909) 663-1044, during regular business hours for additional information relating to the 2002 New Job Opportunities Redevelopment Grant Agreement. S82002:38157.\ 1 e e e - This Notice of Agreement Relating to Real Property has been executed by the parties as set forth below. OWNER MAPEl CORPORATION, an Illinois corporation By: By: AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Executive Director APPROVED AS TO FORM: Agency Special Counsel [NOTARY JURATS ATTACHED] SB2oo2;38157.1 2 e P.l\.RCli:Xo A: THl\.T PORTIO~ OF )3LQCKS "5 AlijIl 46. AND 'I'liA'I' UNNUMBERED l.OT ADJOPlING BLOCK "6 ON 'l'HE WEST 01' 'l'liE I.ANDS OF IRVING'l'ON IJ\ND AND WATER C~l?ANY, AS PBR P~T RECOflDED Il!l' BOOK 1. RECOfl,CS OF SURVEY. PAGE 32, RECORDS OF SAIP COON'I'Y: IN BOOK 3 OF MAPS. FAG!' 9, RECORDS OF SAIn COUN'l'i'; AND SECTIO~S 12 AND 13. TOWNSHIP 1 NOR1'H. RAl'GE 5 WEST, ~ BERNARDINO BASE .l\NP MERIDI~; SECTION 18, TOWNSHIP 1 NORTH. RANGE 4 WEST. SAN BE~~INO BASE AND MERIDI~. ACCORDING 'l'O THj;: J;:XTENSION OF TlUl LINES 01' 'I'liE OFFICIAL GOVllRNMEN'l' SURVEY J;:X'I'E:NDED INTO THE MOSCUpI.i\BE RANCHO. Mol. IN 'I'liE CITY OF SAN BERNl\ll.PJ:1iI0 COllNTY OF SAN BgRN.IIRD:U~O, STAWE OF CAI.IFORNIA. l.YING SOUTllWESTERI.Y OF THE SOOTHWESTERr.Y LrNE OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE S'1'ATE OF CAI.IFORNIA BY PEED RECORDEP OCTOBER 25, 1955, IN BOOK 3772. PAGE 93, OFFICIAl. RECORDS, AS INS'l'R1JMENT NO. 55. AS PARCE;L "13"; AND NORTHERLY, NORTHEASTERLY AND EASTERLY OF THAT CERTAIN PARCEl. OF LAND. AS CONVEYSD '1'0 THE SAN BERNARDINO COUN'l'Y FI.OOD CONTROl. DISTRICT BY DEED RECORDED JUI.Y 27, 1948, IN BOOK 2268, PAGE 146. OFFICIAL RECORDS; AND NORTHERI.Y AND NORTHWESTERLY OF THJ.T CERTAIN PARCEl, OF r..AND, AS, CONVEYED TO SAID ~ BERNARDINO COON'I'Y F~OOD CONTROL DISTflICT BY DEED RECORDED JULY 27, 1948, IN BOOK 2268, PAGE 142, OFFICIAl. RECORDS. TOGETHER WInl THOSE PORTIONS OF OREGON AVENOB, PINE AVENUE;. pIN;; AVENOj! .l\NP ORANGE AVENUE ADJOINING PORTIONS OF THE PROPERTY HaREIN DESCRIBED. THAT WERE VACATED AND ABANDONED l'lY RESOL\JT:r;ON OF THE BOARD or SUPERVISORS OF THE COUNTY OF SAN BERNARDINO. PATED MAY 27. 1929, ON FIl.E IN THE SAN B~l\ll.DINO COUNTY ROAD DEpARTMENT WHICH WOULD PASS BY OPERATION OF LAW WITH THE LEGAL CONVEYANCE OF SAID PROPERTY. a. EXCEPTING THEREFROM AI.L THl\.T pORTION THEREOF SHOWN AS PARCEl.S 1, 2, 3 AND 4. AS PER . ~PLAT ATTAcaeD TO CERTIFICATE OF COMPl.IANCE FOR LOT LINE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165, OFFICIAl. RECORDS; REFERENCE EEING MAPE ~EREIN FOR THE COMPl.ETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT. PARCEL Elt PARCRl. 1, AS pER pLAT ATTACHED TO CERTIUlCATE OF COMPl.IANCE FOR l.OT LINE ~JOSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165; OPFICIAI. RECORDS, BEING FURTHER DESCRIBED THEREIN AS FOLLOWS, A PORTION OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 5 WEST. SAN BERNARDINO SASE AND MERIDIAN; AND SECTION 7, TOWNSHIP 1NORTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, AI.L IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BSRNARDINO, STATE OF ~IFORNIA/ ACCORDING TO THE OFFICIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHWESTERLY l.INE OF TRAT CERTAIN PARCEL OF LAND AS CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOO~ 3772, PAGE 93, OFFIC~ RECORDS (INTERSTATE 215), AND THE NORTWlRI.Y LINE OF THAT PARCEL OF LAND CONVEYED TO THE SAN BERNARDINO COUNTY Fl.OOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268. PAGE 142, OFFICIAL RECOflDS (DEVIL CREE~ CHANNELl ; THEIITCI'J NORTH 35. 03' 36" WES'l', 882.47 pE;E'r ALONG SAID SOllTHWl'iSTERLY l.INlil OF INTERSTATE 215 TO A POI~ TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIOS OF 5909.00 FEET, THROUGH A CENTRA!. ANGLE OF 010 15' 41", AN ARC DISTANCE OF 129.30 FE~T TO THE TRUE POINT OF BEGINNING FOR THIS DESCRI~TION: e RfI~STPO '-llll/12/'Obi< E,erowNo: 22048229. K41 Lean No: e THENCE PROM SAID TRUE POINT OF BEGINNING llLONG A CURvE CONCAVl> TO 'I'llE WEST, HAVING A RADIUS OP 5909.00 FEET, THROUGH A CENlRAL ANG~E OF 12" 54' 33", AN ARC DISTANCE OF 1331.35 FEET, MORE OR LESS, TO THE INTERSECTION OF SAID SOUTHWESTERLY LINE OF INTERSTATE 215 AND THE CBN'I'BR LINE OF PINE AvENUE (VACATED); THENCE MONG SAID CBNTER LINE SOlJ'I'H 27" 50' WEST, 369.87 FEET, MOjl.E OR LESS, TO A POINT IN THE EASTEIl-LY LINE OF THAT PARCEL OF LAND CONVEYED TO TIlE SAN BERNARPINO COUNTY PLooD CONTROL DISTRICT BY DEED RECORDED IN BOOK 226B, PAGE 146, OPPIC~ RECORDS (CABLE CANYON FLOOD CONTROL CHANNEL); THENCB ALONG SAID BASTERLY LINE, SOOTH 32" 20' 25" BAST, 389.61 PEET, MORE OR LESS, TO A POINT TANGEN'!' TO A CURVE CONCAVE TO THE WEST, HAVING A RAP;I:US OF 2065.00 FEiET, THROUGH A CENTlUUt ANGLE OF 21" 30' 33", AN ARC DISTJlNCE OF 770.67 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOtl'l'H, HAVING A RADIUS OF 640.00 FJ;:ET, 'rHROUGtl A CEN'I'llAL ANGLE OP 15" 41' .l7", AN ARC D;I:STANCE OF 175.24 lIEET; THENCE NORTH 23" 22' 55" BAST, 240.00 PEET; THENCE NORTH 54" 56' 24" EAST, 390.11 Pj::ET TO CLOSE ON TfIE TRUE: POINT OF BEGINNING. e e AFIN~ .-o'11O/'1,~ . CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: December 6, 2002 TO: Margaret Parker, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2002-37 At the Mayor and Common Council meeting of December 2, 2002, the City of San Bernardino adopted Resolution CDC/2002-37 - Resolution approving and authorizing the Executive Director of the Redevelopment Agency to execute Amendment No. 4 to the Disposition and Development Agreement (Industrial Parkway Property) by and between the Redevelopment Agency and Marvin and Lelia Jabin and consenting to an assignment of said disposition and development agreement. Attached is a copy of the resolution and agreement for reference. Please obtain signatures on the original agreement and return it to the City Clerk's Office, to my attention. If you have any questions, please do not hesitate to contact me at ex!. 3206. Thank you. Michelle Taylor Senior Secretary I hereby acknowledge receipt of this memorandum. DSiagntee: d :tz;: fl,;.u ~ _ Please sign and return J ~ CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: December 6, 2002 TO: Margaret Parker, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2002-38 At the Mayor and Common Council meeting of December 2, 2002, the City of San Bernardino adopted Resolution CDC/2002-38 - Resolution approving and authorizing that certain 2002 New Job Opportunity Redevelopment Grant Agreement (MAPEl Corporation) and the grant of certain project generated tax increment revenues in connection therewith. Attached is a copy of the resolution and agreement for reference. Please obtain signatures on the original agreement and return it to the City Clerk's Office, to my attention. Please be advised that the resolution and agreement will be null and void if not executed within 90 days, or by March 3, 2003. If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you. Michelle Taylor Senior Secretary I hereby acknowledge receipt of this memorandum. Signed: /:)!:;:/1,,~ Please sign and return Date: " . . - ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 12- L--<:52- Vote: Ayes '3-r") Nays Change to motion to amend original documents: - Item # _IL3L\ A Resolution # ~ Abstain ~ cOC'-JzOO2..:- 3 'I I Absent 1- "2. Reso. # On Attachments: L- Contract term: - Note on Resolution of Attachment stored separately: .::::::....- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY Date Sent to Mayor: I '2:"""3--02.. Date of Mayor's Signature: I? -,,~ <... Date ofClerklCDC Signature: \ 2--5"0?- NulllVoid After: - By: - Reso. Log Updated: ~ Seal Impressed: Date Memo/Letter Sent for Signature: i"') -b -Dd)- 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: /' Date Returned: ~-3-o':?, See Attached: See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services Police Public Services Water Notes: YesL No By Yes No L By Yes No~ By Yes NO-7 By Yes No_ By EDA ,/ MIS Finance Others: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE rContract Term. etc.) Ready to File: J1lf....- Date: d-3-o-::>, Revised 01/12/01 I " . ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 12.-2-<::'-2.. Item # \2348 Resolution # Vote: Ayes ~ Nays E:r Abstain G Change to motion to amend original documents: - (!.Oc!2Q:Z- 32s' I Absent I ~ '2- Reso. # On Attachments: -L'" Contract term: - Note on Resolution of Attachment stored separately: ~ Direct City Clerk to (circle 1): PUBLISH, POST, RECORD W/COUNTY Date Sent to Mayor: I Z. -3-02..- Date of Mayor's Signature: I 'L - +'0 L.- Date of Clerk/CDC Signature: t 2- S- ~2. NulINoid After: q 0 Ol+;.s, I 3- 3-Q3 By: - Reso. Log Updated: .,/ Seal Impressed: Date MemolLetter Sent for Signature: I) - " - o;;r 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached:~ Date Returned: ;?-3-d3 See Attached: See Attached: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services Police Public Services Water Notes: YesL No By Yes NoL- By Yes No 1 By Yes NO~ By Yes No B EDA ,/ Finance MIS Others: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: ~ Date: :;;-3-03 Revised 01/12/01