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HomeMy WebLinkAboutRS01-Economic Development Agency I o o o . DOILOP"IIIT DIPARTOIlT or THE CITY or SAIl BERlIARDIltO REQUEST FOR CO~ISSIOIl/COUKCIL ACTIOIl From: KENNETH J. HENDERSON Executive Director Subject: PACIFIC FEDERAL BUILDING ACQUISITIOB Date: October 16, 1991 ------------------------------------------------------------------------------- SvnoDsis of Previous COmBissioDlCouncil/ComBittee Action(s): The Community Development Commission has discussed this matter in various closed sessions, approved the purchase price and set a public hearing in connection with this matter. The Community Development Commission continued this item to October 21, 1991. ------------------------------------------------------------------------------- RecommPnded IIotion(s): (Community Develooment Commission) OPO PUBLIC BlARING CLOSI PUBLIC BlARING MOTIOIl A: That the Community Development Commission authorize the purchase of certain ~eal property generally located at 701 North "E" Street and 767 North "E" Street, including certain vacant parcele and parking are.as bounded on the west by "E" Street, on the south by 7th Street and on the east on "0" Street for an amount not to exceed $3,520,000, and that the Community Development Commission authorize an increase in the Department's budget in the amount of $3,520,000). (MOTIONS CONTINUED TO NEXT PAGE...) ~ Administrator ------------------------------------------------------------------------------- Contact Person(s): Xen Henderson Phone: 5081 Project Area(s): Central Citv North Ward(s): First Ward Supporting Data Attached: Staff ReDort FUNDING REQUIREMENTS: Amount: $ 3.520.000 Source: Bond Proceeds Budget Authority: To Be Established ------------------------------------------------------------------------------- CommissioDlCouncil Botes: ------------------------------------------------------------------------------- KJH:BL:lab:0184E COMIIISSIOB MElTING AGENDA Meeting Date: 10/21/1991 Agenda !tell Bumber: 1t.!J-/ , .. , o o o o o DEVELOPMEBr DIP~J: UQUlST FOR COUllCIL/COMMISSIOII ACTIOII COBrIIIUID... Pacific Federal Bui1dina Acquisition October 16, 1991 Page IIUllber -2- Recommended Motion(s) Continued...) (Mavor and COIIIIIon Council) MOTIOII B: RESOLUTION OF TIlE MAYOR AND COMMON COUNCIL OF TIlE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING TIlE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO TIlE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION. (Communitv Deve100ment Commission) MOTIOB C: RESOLUTION OF TIlE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVIBG THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION. -----------------------------------------------------------~------------------- KJH:BL:lab:0184E COIltlISSIOB MllTIIIG AGDDA Meetina Date: 10/21/1991 Agenda Item BUllber: et;./ " , , o o o DRBLOPMBBT DBPAIT~BT OF TUB CITY OF SO BEIlWlDIBO STUF REPORT Pacific Federal Buildina Acauisition The Development Department proposes to purchase the property (consisting primarily of certain existing structures and certain parking facilities) known as the Pacific Federal Building located at 701 North "I" Street and 767 North "I" Street, including certain vacant parcels and parking areas bounded on the west by "E" Street, on the south by 7th Street and on the east by "D" Street for a purchase price not to exceed three-million, five-hundred, twenty-thousand dollars ($3,520,OOO) from the current owners, San Gorgonio Land Company, Incorporated. Said property is being acquired in order to cause its use as the City of San Gorgonio Land Company, Incorporated. Said property is being acquired in order to cause its use as the City of San Bernardino Police Headquarters and to provide related parking facilities. The Department proposes to use available tax increment revenues for the acquisition, comprised primarily of bond proceeds generated from various redevelopment project areas within the City of San Bernardino. Although the project is located in the Central City North Redevelopment Project Area, the Department deems it desirable to use tax increment revenues attributed to the State College Redevelopment Project Area, the Tri-City Redevelopment Project Area, the Northwest Redevelopment Project Area, the South Valle Redevelopment Project Area, the Uptown Redevelopment Project Area and the Southeast Industrial Park Redevelopment Project Area for the purpose of funding the acquisition of the Property. The City Police Department is presently in need of new office space and related facilities, a well as additional public parking capacity in order to provide an adequate level of service to residents and occupants of each of the redevelopment projects areas rely on the police protection services provided by the City of San Bernardino Police Department. In order to function effectively and provide adequate levels of police protection, it is important that the Police Department has adequate facilities, including parking facilities. The present facilities used by the Police Department are already overcrowded and have no available space for future expansion. In addition, the present parking facilities associated with the present headquarters are inadequate to provide for police as well as public parking. KJH:BL:lab:0184E COMMISSIOB MDTIBG AGDDA Meeting Date: 10/21/1991 A.&enda Itea lIlaber: LS.I .. , , o o o DEVELOPMENT DBPAR'nIE-RTAI'F UPORT Pacific Federal Acquisition Continued... October 16, 1991 Page I'IU111ber -2- o There is a definite benefit to the residents of the various project areas in the establishment of the new headquarters, since all of the project areas are in relative proximity to the headquarters and the occupants of the project areas rely on the services provided by the Police Department. The present facilities are necessary in order to ensure a level of service which can continue to keep pace with anticipated growth within the San Bernardino area. The acquisition of the property for use by the Police Department will ensure the City's health, safety and welfare. This in turn will allow for the orderly development of the project areas, as well as other neighborhoods of the city. On October 7, 1991, the Community Development Commission discussed the manner in which staff and the San Gorgonio Land Company have handled this transaction. For your review, attached is a chronological description of the events surrounding the proposed purchase of the property. Staff recommends adoption of the form motion and Resolutions. 1'1, B:l:ecutive Director ent ------------------------------------------------------------------------------- KJH:BL:lab:0184B COMtUSSIOI'I MBBTIl'IG AGBl'IDA Meeting Date: 10/21/1991 Agenda Itm "-her: I!.S./ o o .. o DEVELOPMENT DEPARTMENT Pacific Federal Building Acquisition Chronology of Events 1. Sometime in late November of 1990, the brokers, Bill Leonard and F.E. Schnetz, approached the Diocese of San Bernardino regarding purchasing the RrC Property for Church use. The brokers approached the City regarding its view of such a transaction and was told the City would look favorably on the purchase by the Diocese. At that time, the Rrc had not considered the price it would seek for the property, but was given initial indications that the price might be as high a $5,000,000. The diocese indicated that the purchase price exceeded its ability and withdrew from discussions. 2. Subsequently, in the following month discussions ensued between the City and the brokers regarding possible acquisition of the RrC Property by the City. It was felt that if the RrC was aware that a "deep pocket" purchaser such as the City was involved the price might well be considerably higher. In addition, the brokers and the City discussed the purchase of certain property associated with the RrC Property from Stanford University and Rhode Island Hospital (the "Stanford Property"). Accordingly, on January 23, 1991 in closed session, we are informed that the Community Development Commission (the"CDC") approved (i) an agreement with Mr. Leonard's company, San Gorgonio Land Company ("San Gorgonio"), to act as the purchaser of the RrC Property on behalf of the Agency and (ii) approved the purchase of the RrC Property and the Stanford Property for an aggregate price not exceeding $3,000,000. o 3. Dennis Barlow prepared an agreement between the CDC and San Gorgonio which was executed on January 24, 1991 (the "San Gorgonio Agreement"). This Agreement authorized San Gorgonio to attempt to purchase the RrC Property and the Stanford Property. A copy of the San Gorgonio Agreement is attached as Exhibit "A". At approximately the same time as this Agreement was signed, Mr. remple provided San Gorgonio with two (2) Agency checks to be used as deposits on offers to purchase the properties. One check was in the amount of $100,000 for use in connection with the RrC Property and the other check was for $10,000 for use in connection with the Stanford Property. 4. On January 18, 1991, in reliance on the action by the CDC, San Gorgonio submitted an offer to the RrC, Offering $2,000,000 to purchase the property. o ---.... o o " o Development Department Chronology of Events Pacific Federal Building Acquisition Page - 2 - 5. At this time, it appears that the Stanford Property was listed for $390,000 through Coldwell Banker. An offer was submitted by San Gorgonio to purchase this property for $200,000 on January 28, 1991. On February 14, 1991, MR. Schnetz received a counter offer on the Stanford Property for $325,000. Mr. Schnetz countered with an offer of $300,000 which was rejected. Mr. Schnetz re-submitted his offer of $300,000 on July 12, 1991, which was accepted on August I, 1991. 6. The RTC, in mid-February of 1991, had engaged Emerson International Real Estate Services ("Emerson") to act as its agent for management and disposition of the RTC Property, as well a portfolio of other RTC-controlled properties. San Gorgonio's offer was re-submitted to Emerson, whose response was that it had not yet performed any due diligence with respect thereto and could not do so for several months due to the work volume associated with the portfolio of properties assigned to it. Emerson indicated that its very initial review indicated a value for the RTC Property approaching $3,900,000 and that an offer submitted near this price would move the RTC Property to the top of Emerson's due diligence list. Mr. Schnetz submitted on offer of $3,000,000 on Februsry 19, 1991. During the approximately six (6) subsequent weeks, Emerson remained in communication with Mr. Schnetz, advising him of ita attempt to complete its due diligence (inClUding the Obtaining of appraisals) and making reference to the difficulties of acting in behalf of the RTC due to the many rules and regulations imposed on Emerson as well as the slowness in response. [0 7. 8. On April 2, 1991, Mr. Schnetz forwarded a letter from San Gorgonio which referred to the delay in response and asked for an answer to the February 19, 1991 offer by April 15, 1991. 9. On May 2, 1991, Emerson sent Mr. Schnetz a letter rejecting the $3,000,000 offer and countering with a price of $3,500,000. o '. o o o Development Department Chronology of Events Pacific Federal Building Acquisition Page - 3 - 10. During the week of May 13 through May 17, 1991, Mr. Schnetz had a number of telephone conversations with Emerson wherein he advised Emerson of San Gorgonio's unwillingness to respond to the $3,500,000 counter offer. In these conversations, Mr. Schnetz believed Emerson indicated it would accept $3,285,000 but Emerson subsequently indicated it would require $3,400,000. Mr. Schnetz responded by letter dated May 23, 1991 that his client demanded the deposit money back. Within the next day or two, Emerson called Mr. Schnetz and advised him that it would recommend to the RTC that it accept an offer of $3,200,000, subject to a reduction on Mr. Schnetz's commission. Mr. Schnetz sgreed to this reduction. 11. The RTC requires offers to purchase to be in its approved form. Accordingly, on June 19, 1991, Mr. Schnetz submitted an offer in the RTC format for the purchase of the RTC property for $3,200,000. ~ After submission of the June 19 offer, Emerson began a long process of sttempting to posture this sale so as to be in conformity with the RTC's rules and regulations, and in particular to obtain supporting appraisals. Emerson extended the effective period of the offer through August of 1991 While it undertook to satisfy the RTC requirements. During late June and early July, Emerson advised Mr. Schnetz that, due to an RTC requirement that sales of improved property not occur for less than eighty percent (80%) of the appraised value, he would have to re-submit the offer as three (3) separate offers, and further advised him that it would have to obtain reappraisals. 12. o 13. On July 16, 1991, Mr. Schnetz re-submitted the offer as three (3) separate offers affecting three separate portions of the RTC Property, but still having an aggregate purchase price of $3,200,000. 14. Beginning in mid-July, 1991, the Agency began to undertake its due diligence review. As a part of this review process it retained an engineer to conduct an ALTA survey, obtained preliminary title reports and undertook a physical inspection of the 'RTC property. o o o .. o Development Department Chronology of Events Pacific Federal Building Acquisition Page - 4 - 15. By letter dated August 7, 1991, Emerson advised that it was still attempting to obtain iTC execution of the three purchase agreements, and expected to obtain such execution within one to two weeks. 16. On August 23, 1991, Mr. Schnetz advised the Agency that he required a totsl of $170,000 in earnest money for escrow [$160,000 (or 5~) for the iTC Property and $10,000 for the Stanford Property]. Inasmuch as the Alency had previously funded $110,000, an additional $60,000 was requested and was advanced to San Gorgonio on that date. 17. During the last week of August, 1991, Emerson advised Mr. Schnetz that it required evidence in the form of financial statements of San Gorgonio's ability to purchase the iTC Property. In an attempt to assure Emerson of the ability to complete the purchase, Mr. Schnetz forwarded copies of San Gorgonio's earnest money checks (totalling $160,000) and a letter from San Gorgonio's bank concerning its satisfactory relationship with San Gorgonio. Emerson would not accept these itema as satiafactory evidence of the ability to cloae and again demanded financial statements. o 18. In response to Mr. Schnetz's effort to avoid the requirement of producing San Gorgonio' s financial statements, Emerson advised Mr. Schuetz that it would not require such information if (i) the Alency's due diligence period was shortened to September 15, 1991, (ii) escrow was to close by October 15, 1991, and (iii) the balance of the purchase price waa deposited in escrow by September 16, 1991. The prior acreement had afforded the Acency thirty (30) days from the "Effective Date" of the escrow for its due diligence and required eacrow to close within sixty (60) days of the "Effective Date". The RTC apparently executed the purchase agreement on August 28, 1991. The "Effective Date" was September 3, 1991, and escrow would have to close by November 3, 1991 under the original agreement. 19. Inasmuch as most of the due diligence had previously been performed, Mr. Schnetz, after consultation with the Agency, agreed to the shorter time periods. Subsequently, o '. o o o Development Department Chronology of Events Pacific Federal Building Acquisition Page - 5 - it was decided that final approval of the transaction by the CDC would be sought in a closed session on September 16, 1991, with escrow to close by September 17, inasmuch as the balance of the purchase funds had to be in escrow by that date in any event. However, due to the requirements of Health and Safety Code Section 33679 requiring publication of notice and a public hearing in connection with a property acquisition where the property is for use by a public entity, it was determined that there was insufficient time to publish the notice for public hearing on September 16, 1991. 20. The earnest money ($160,000) was deposited in escrow on September 4, 1991. 21. o Under the terms of the purchase contracts, the earnest money deposited in escrow (totalling $160,000 with respect to the iTC Property) became non-refundable at the conclusion of the "inspection" or due diligence period. Under the revised time schedule negotiated in early September, this period ended on September 15, 1991. On September 10, 1991, before the inspection period expired, San Gorgonio and Mr. Schnetz advised the iTC that the purchaser approved the various items, SUbject, however, to removal of certain title report exceptions and to deposit in escrow of executed deeds and evidence of the iTC's legal authority to sell the iTC Property. It was Mr. Schnetz's belief, which was correct, that the iTC could not satis~ these conditions prior to the hearing of September 16, 1991, thus preventing the earnest money from becoming non-refundable before CDC approval, and avoiding the requirement of deposit of the balance of the purchase funds by September 16, 1991. 22. The Agency sought approval of the CDC in closed session on September 16, 1991, in order to make a loan to San Gorgonio of the funds necessary to close its escrow with the iTC and preserve the discount of the Erie Rote, with the acquisition of the iTC property by the Agency from San Gorgonio to be placed on the CDC's agenda for October 7, 1991 (the firat scheduled meeting date after the required publication period). At the closed session on September 16, 1991, the CDC approved the loan transaction with San o o o , o Development Department Chronology of Events Pacific Federal Building Acquisition Page - 6 - Gorgonio. Later, in open session, the matter was again discussed and a resolution approving the loan adopted. However, it was determined that the Agency should await the hearing of October 7 and the loan was not made. 23. On October 1, 1991, the iTC complied with the requirements of the San Gorgonio/Schnetz letter of September 10, 1991, thus removing any further contingencies. On that date it would appear that the earnest money became non-refundsble. 24. The Agency's role in the purchase was made known to Emerson shortly thereafter and Mr. Schnetz was able to obtain an extension of the discount on the Erie Note through October 7, 1991. 25. The matter was not heard on October 7, 1991 due to a failure to obtain publication of the public notice and the matter was rescheduled for the CDC meeting on October 21, 1991. The iTC extended the escrow closing date from October 15, 1991 to October 25, 1991, and extended the discount of the Erie Note to October 25, 1991. o l559A o 1 0 2 3 4 5 6 7 8 9 10 11 12 13 Item: Exhibit "A" Action to be Taken: o o COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA AGENDA October 7, 1991 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION Property Acquisition Agreement Adopt Resolution. 14 certified copy of Resolution to be returned to Sabo & Green. o o 15 SBEQ1OOO1I51It... 16 09mI913:55 17 18 19 20 21 22 23 24 25 26 27 28 --~. , o 1 2 3 4 5 6 7 8 "city"), 9 10 11 o o RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAI<ING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION WHEREAS, the city of San Bernardino, California (the is a municipal corporation and a charter city duly created and existing pursuant to the Constitution and the laws of the State of California; and 12 13 City of 14 WHEREAS, the Community Development Commission of the San Bernardino (the "Commission") on behalf of the Redevelopment Agency of City of San Bernardino the (the o 15 "Agency"), is a redevelopment agency, a public body, corporate 16 and politic of the State of California, organized and existing 17 pursuant to the Community Redevelopment Law (Part 1 of Division 18 24) commencing with Section 33000 of the Health and Safety Code 19 of the State of California (the "Act"); and 20 21 WHEREAS, the city has determined a need to seek the 22 relocation of the city of San Bernardino Police Department (the 23 "Police Department") which need has arisen due to the inadequacy 24 of the existing Police Department headquarters facilities and the 25 inability of such facilities to accommodate present needs and 26 projected growth of the Police Department; and 27 lit o 28 III - 1 - .. o o o o o 1 WHEREAS, the existinq parkinq facilities associated 2 with the existinq Police Department headquarters facilities are 3 also inadequate to accommodate existinq needs and any future 4 qrowth; and 5 6 WHEREAS, the city and the Aqency have determined that 7 certain property which is qenerally located at 701 North "E" 8 Street, 767 North "E" Street and certain vacant parcels bounded 9 on the west by "E" Street, on the south by Seventh Street and on 10 the east by "0" Street (the "Property") would be suitable for 11 conversion into a new Police Department headquarters facility; 12 and 13 14 15 16 17 18 19 20 21 22 WHEREAS, pursuant to section 33445 of the Act, the 23 Aqency may, with the consent of the Mayor and Common Council of 24 the City (the "Council"), pay all or a part of the value of land 25 for and the cost of installation and construction of any 26 buildinq, facility, structure or other improvement which is 27 publicly owned either within or without the boundaries of a 28 redevelopment project area if the Commission determines: (1) WHEREAS, the Property is located within the project area subject to the Redevelopment Plan for the Central City North Redevelopment Project; and WHEREAS, the Redevelopment Plan for the Central City North Redevelopment Project provides for the acquisition of land within the project area subject to said Redevelopment Plan; and - 2 - o o o o o 1 that such buildings, facilities, structures or other improvements 2 are of benefit to the redevelopment project area or the immediate 3 neighborhood in which the project is located, regardless of 4 whether such improvement is within another project area, or in 5 the case of a project area in which substantially all the land is 6 publicly owned that the improvement is of benefit to an adjacent 7 project area of the Agency, and (2) that no other reasonable 8 means of financing such buildings, facilities, structures or 9 other improvements is available to the community, and such 10 determination by the Agency and the Council shall be final and 11 conclusive; and 12 13 WHEREAS, the City and the Commission have previously 14 approved and adopted various redevelopment plans throughout the 15 City which include the Redevelopment Plan for the State College 16 Redevelopment Project (the "State College Redevelopment Plan"), 17 the Redevelopment Plan for the Uptown Redevelopment Project (the 18 "Uptown Redevelopment Plan"), the Redevelopment Plan for the 19 Southeast Industrial Park Redevelopment Project (the "SEIP 20 Redevelopment Plann), the Redevelopment Plan for the Northwest 21 Redevelopment Project (the "Northwest Redevelopment Plan"), the 22 Redevelopment Plan for the South Valle Redevelopment Project (the 23 "South Valle Redevelopment Plan") and the Redevelopment Plan for 24 the Tri-City Redevelopment Project (the "Tri-City Redevelopment 25 Plan"); and 26 27 28 WHEREAS, it is in the interests of landowners within the project areas subject the present to the above - 3 - o o o o o 1 described Redevelopment Plans (which project areas shall 2 collectively be hereinafter referred to as the "Project Areas") 3 and the residents, both within the Project Areas and within the 4 city generally, that the Agency causes the acquisition of the 5 Property, which Property is to provide office space and related 6 parking facilities for the city Police Department; and 7 8 WHEREAS, the Agency proposes to acquire the Property 9 from the present owners thereof pursuant to the terms of that 10 certain Property Acquisition Agreement, a copy of which is 11 attached hereto as Exhibit "A" and incorporated herein by this 12 reference; and 13 14 WHEREAS, upon the Agency's acquisition of the Property 15 it is anticipated that the City, on behalf of the Police 16 Department, shall be responsible for all costs of renovation and 17 alteration which may be necessary to convert the Property to 18 Police Department uses and that the Agency shall, upon 19 acquisition, thereafter lease the Property and all improvements 20 thereon to the city for a nominal annual rental; and 21 22 WHEREAS, the City's Police Department is presently in 23 need of new office space and related facilities in order to 24 provide adequate levels of service to the residents of the 25 Project Areas and the city who rely on the services provided by 26 the City Police Department and accordingly, the acquisition of 27 the Property is necessary in order to ensure the health, safety 28 III - 4 - o o o o o 1 and welfare of residents and occupants of the Project Areas and 2 the City generally; and 3 4 WHEREAS, the city Police Department will be able to 5 remain headquartered in the Central Business District and 6 therefore will be able to provide police safety services to the 7 residents of all of the Project Areas as well as other areas of 8 the city and to oversee the police activities within all areas of 9 the City; and 10 11 WHEREAS, acquisition of the Property will provide much 12 needed space for the establishment of new facilities for the City 13 Police Department in order that the City Police Department will 14 be better able to serve the residents of the Project Areas and 15 the City generally and provide a higher level of police 16 protection services which in turn will make the Project Areas 17 more desirable for commercial, industrial and residential 18 development thereby benefiting said Project Areas; and 19 20 WHEREAS, in order to promote the City's health, safety 21 and welfare, it is important that the acquisition of the Property 22 be financed in order to ensure the provision of a high level of 23 police service to the Project Areas as well as the entire City 24 and to thereby assist in the orderly development of the Project 25 Areas and neighboring areas; and 26 III 27 /II 28 /II - 5 - o o o 1 WHEREAS, it is appropriate at this time for the 2 Commission to make certain findings and determinations and take 3 certain action with respect to the acquisition of the Property. 4 5 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION 6 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF 7 SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 8 9 Section 1. The Recitals hereinabove are true and 10 correct and are incorporated herein by this reference. 11 12 Section 2. The Commission hereby approves the 13 acquisition of the Property pursuant to the terms of that certain 14 Property Acquisition Agreement, attached hereto as Exhibit "A", o 15 for the purposes of providing a new headquarters facility for the 16 City Police Department and hereby authorizes the Agency Chairman 17 and Secretary on behalf of the Agency to execute the Property 18 Acquisition Agreement and all other necessary documents in 19 connection therewith and take such actions as may be deemed 20 necessary in order to facilitate the acquisition of the Property 21 and subsequent lease to the city including, but not limited to, 22 the execution of any leases by and between the City and the 23 Agency. 24 25 Section 3. The Commission consents to the payment 26 by the Agency of the costs of the acquisition of the Property 27 which the Commission finds and determines is of benefit to the o 28 Project Areas and other neighborhoods within the city for the - 6 - -.......... o o o o o 1 reasons set forth in the Recitals hereinabove. The Commission 2 further finds and determines that no other reasonable means of 3 financing the acquisition of the Property is presently available 4 to the City and that the City and the Agency require the use of 5 revenues generated from the Project Areas in order to fund the 6 acquisition of the Property. 7 8 Section 4. The acquisition of the Property will 9 enable the city Police Department to provide a better level of 10 service to the residents of the Project Areas and other areas of 11 the city which will make the Project Areas and other areas of the 12 city more desirable for commercial, industrial and residential 13 development which will in turn help eliminate blight within such 14 Project Areas and other areas of the city. 15 16 section 5. The Agency Secretary is hereby 17 authorized and directed to cause this Resolution to be 18 transmitted to the city for appropriate action by that body. 19 I II 20 III 21, III 22 III 23 III 24 III 25 III 26 III 27 III 28 III - 7 - o o o o o 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 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION Section 6. This Resolution shall take effect upon the date of its adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a meeting thereof, held on the day of 1991, by the following vote, to wit: Commission Members: AXM. ~ ABSTAIN ABSENT ESTRADA REILLY HERNANDEZ MAUDSLEY MINOR POPE-LUDLAM MILLER Secretary The foregoing resolution is hereby approved this , 1991. day of w. R. Holcomb, Chairman Community Development commission of the city of San Bernardino Approved as to form and legal content: BY:~6,_) gency Co sel SBEOOllOIIDOCI511 - 8 - o o o o o STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) 2 CITY OF SAN BERNARDINO ) 3 4 5 6 7 8 9 10 II I ss I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 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. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Community Development Commission of the City of San Bernardino this day of , 1991. Secretary of the Community Development Commission of the city of San Bernardino 12 13 14 15 16 17 18 19 20 21 ~ 23 24 25 26 27 28 - 9 - o o o , . o o PROPERTY ACQUXSXTXON AGREEMENT This Property Acquisition Agreement (the "Agreement") is entered into on this day of , 1991, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a body corporate and politic (the "Agency"), and SAN GORGONIO LAND COMPANY, a California corporation ("San Gorgonio"). . X T N B S S B T H: WHEREAS, San Gorgonio has entered into three separate Purchase and Sale Agreements with the Resolution Trust Corporation ("RTC") for the purchase by San Gorgonio from RTC of the RTC Property (as hereinafter defined); and WHEREAS, San Gorgonio has entered into a purchase of the Stanford Property (as hereinafter defined) from Stanford University and Rhode Island Hospital; and WHEREAS, in entering into' such agreements to purchase, San Gorgonio was acting as the agent for the Agency; and WHEREAS, it is the intention of the parties to this Agreement to provide for the immediate transfer of ownership of the RTC Property and the Stanford Property (jointly referred to herein as the "Properties") to the Agency simultaneously with the close of escrow for the purchase of the Properties by San Gorgonio. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE FOREGOING PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN, FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: Section 1.00. Description of the Prooertv. Section 1. 01. San Gorgonio has entered into three Purchase and Sale Agreements with RTC for the purchase of certain property commonly known as 701 North "E" Street, 767 North "E" Street and the accompanying vacant areas currently used for parking and other purposes, all of which is bounded on the north by 8th street, on the east by "D" Street, on the south by 7th Street and on the west by "E" Street, City of San Bernardino, exclusive of that certain parcel located within such boundaries which is owned by Stanford University and Rhode Island Hospital. Section 1.02. The "Stanford Property" is that certain parcel abutting and amidst the RTC Property owned by Stanford University and Rhode Island Hospital. -1- o o o . . o o section 2.00. First American Title Escrows. section 2.01. San Gorgonio is currently in escrow with RTC at First American Title Insurance Company for the purchase of the RTC Property (the "RTC Escrow"). Section 2.02. San Gorgonio is likewise currently in escrow with Stanford University and Rhode Island Hospital at First American Title Company for the purchase of the Stanford Property (the "Stanford Escrow"). Section 3.00. Acauisition bv Aqencv. The Agency hereby agrees to acquire from San Gorgonio title to the RTC Property and the Stanford Property, on the same terms and conditions as set forth in the Purchase Agreements between San Gorgonio and the sellers of each of said Properties, for a total purchase price for all of the Properties of Three Million Five Hundred Thousand Dollars ($3,500,000), together with reimbursement to San Gorgonio for closing costs incurred by it in the purchases from RTC, and Stanford University and Rhode Island Hospital, as well as all closing costs in the escrow conveying title to the Properties from San Gorgonio to the Agency, all of which closing costs shall not exceed an aggregate total of $20,000.00. Section 3.01. San Gorgonio agrees to sell the Properties to the Agency on the same terms and conditions as the Properties are acquired by San Gorgonio from RTC and Stanford University and Rhode Island Hospital, respectively. section 4.00. Title Insurance. San Gorgonio agrees to cause First American Title Insurance Company to issue a title insurance policy in the name of the Agency, insuring ownership of the Properties in fee title, free of all liens and encumbrances, except those which are approved by the Executive Director of the Agency. Section 5.00. Timinq of Pronertv Acauisitions. It is contemplated by San Gorgonio that the escrow for the acquisition of the RTC Property will close simultaneously with the escrow for the acquisition of the Stanford Property, although the escrows are not required to close simultaneously. The Agency hereby agrees that it will acquire each of the Properties upon the close of escrow for the acquisition of said property by San Gorgonio, and that the acquisition of the RTC Property need not necessarily be simultaneous with the acquisition of the Stanford Property. It is agreed by both parties hereto that each property will be acquired by the Agency simultaneously with its acquisition by San Gorgonio. -2- -~... o o o - JI1 - - . . o o section 6.00. No ComDensation to San Gorqonio. It is agreed that San Gorgonio is selling the Properties to the Agency at the same pr ice and on the same terms as said Properties are conveyed to San Gorgonio. San Gorgonio will not receive any profit on the purchase of the Properties by the Agency, nor will San Gorgonio receive any commission or other compensation whatsoever from the Agency as a result of this transaction. section 7.00. No Variation in Terms of Acquisitions. San Gorgonio agrees that it will not enter into any amendment, modification, alteration or variation in the terms of acquisition of the Properties as set forth in the Purchase and Sale Agreements between San Gorgonio and the RTC dated July 16, 1991, or in the Escrow Instructions for the acquisition of the Stanford Property, copies of which have been provided to and approved by the Agency, except upon written consent of the Agency. Notwithstanding any language contained herein to the contrary, no alteration, amendment, modification, alteration or variation to said agreements shall be permitted which (i) alters the purchase price of any of the Properties, or (ii) imposes any additional lien or restriction of title. Section 8.00. Miscellaneous. Section 8.01. In the event of litigation regarding this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys' fees and costs of litigation. section 8.02. In the event that any provision of this Agreement is held unenforceable, the remaining provisions of the Agreement shall remain valid and shall be enforced on their terms so as to effectuate the intent of the parties to this Agreement. Section 8.03. The Agency acknowledges that San Gorgonio is a licensed real estate broker in the State of California and is acting as a principal in this transaction. -3- o o o .1 ... .. .. - . .. , . o o Section 8.04. The parties acknowledge that this Agreement shall be of no force or effect unless it is previously approved, or subsequently ratified, by the Community Development commission, acting as the legislative body of the Agency. SAN GORGONIO LAND COMPANY, a California corporation By: Title: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Title: ATTEST: Secretary SBEO\OOOII1lOC1522 09127191450 -4- o .-,.. . . 1 2 3 4 5 6 Item: 7 8 9 10 Action to be Taken: 11 12 certified 13 14 58OOIOOOI/521/ew r>>mI913,30 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o o MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AGENDA October 7, 1991 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION Adopt Resolution. copy of Resolution to be returned to Sabo & Green. o o . . 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 o o RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION WHEREAS, the city of San Bernardino, California (the "city"), is a municipal corporation and a charter city duly created and existing pursuant to the Constitution and the laws of the State of California; and WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission") on behalf of the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a redevelopment agency, a public body, corporate and politic of the State of California, organized and existing pursuant to the Community Redevelopment Law (Part 1 of Division 24) commencing with Section 33000 of the Health and Safety Code of the State of California (the "Act"); and WHEREAS, the city has determined a need to seek the relocation of the city of San Bernardino Police Department (the "Police Department") which need has arisen due to the inadequacy of the existing Police Department headquarters facilities and the inability of such facilities to accommodate present needs and projected growth of the Police Department; and 27 III o 28 III - 1 - o 6 7 8 9 10 11 12 13 14 0 15 16 17 18 19 20 21 22 23 24 25 26 27 o o 1 WHEREAS, the existing parking facilities associated 2 with the existing Police Department headquarters facilities are 3 also inadequate to accommodate existing needs and any future 4 growth; and 5 WHEREAS, the City and the Agency have determined that certain property which is generally located at 701 North "E" Street, 767 North "E" Street and certain vacant parcels bounded on the west by "E" street, on the south by Seventh Street and on the east by "0" Street (the "Property") would be suitable for conversion into a new Police Department headquarters facility; and WHEREAS, the Property is located within the project area subject to the Redevelopment Plan for the Central city North Redevelopment Project; and WHEREAS, the Redevelopment Plan for the Central city North Redevelopment Project provides for the acquisition of land within the project area subject to said Redevelopment Plan; and WHEREAS, pursuant to Section 33445 of the Act, the Agency may, with the consent of the Mayor and Common Council of the City (the "Council"), pay all or a part of the value of land for and the cost of installation and construction of any building, facility, structure or other improvement which is publicly owned either within or without the boundaries of a c:J 28 redevelopment project area if the Council determines: (1) that - 2 - ", o o 1 such buildings, facilities, structures or other improvements are 2 of benefit to the redevelopment project area or the immediate 3 neighborhood in which the project is located, regardless of 4 whether such improvement is within another project area, or in 5 the case of a project area in which substantially all the land is 6 publicly owned that the improvement is of benefit to an adjacent 7 project area of the Agency, and (2) that no other reasonable 8 means of financing such buildings, facilities, structures or 9 other improvements is available to the community, and such 10 determination by the Agency and the Council shall be final and 11 conclusive; and 12 13 WHEREAS, the City and the Commission have previously 14 approved and adopted various redevelopment plans throughout the e:; 15 city which include the Redevelopment Plan for the State College 16 Redevelopment Project (the "State College Redevelopment Plan"), 17 the Redevelopment Plan for the Uptown Redevelopment Project (the 18 "uptown Redevelopment Plan"), the Redevelopment Plan for the 19 Southeast Industrial Park Redevelopment Project (the "SEIP 20 Redevelopment Plan"), the Redevelopment Plan for the Northwest o 21 Redevelopment Project (the "Northwest Redevelopment Plan"), the 22 I Rcdcvclopment Plan for the South Valle RGJcv61opm~nt. Project (the 23 "south Valle Redevelopment Plan") and the Redevelopment Plan for 24 the Tri-City Redevelopment Project (the "Tri-city Redevelopment 25 Plan"); and 26 27 WHEREAS, it is in the interests of the present c:; 28 landowners within the project areas subject to the above - 3 - --?,,'" '. " o 6 7 8 9 10 11 12 13 14 0 15 16 17 18 19 20 o o 1 described Redevelopment Plans (which project areas shall 2 collectively be hereinafter referred to as the "Project Areas") 3 and the residents, both within the Project Areas and within the 4 city generally, that the Agency causes the acquisition of the 5 Property, which Property is to provide office space and related parking facilities for the city Police Department; and WHEREAS, upon the Agency's acquisition of the Property it is anticipated that the city, on behalf of the Police Department, shall be responsible for all costs of renovation and alteration which may be necessary to convert the Property to Police Department uses and that the Agency shall, upon acquisition, thereafter lease the Property and all improvements thereon to the city for a nominal annual rental; and WHEREAS, the city's Police Department is presently in need of new office space and related facilities in order to provide adequate levels of service to the residents of the Project Areas and the city who rely on the services provided by the city Police Department and accordingly, the acquisition of 21 the 221!and Property is necessary in order to ensure the health, safety welfare of residents and occupants of the Project Areas and 23 the City generally; and 24 25 WHEREAS, through the acquisition of the Property, the 26 city Police Department will be able to remain headquartered in 27 th. Central Business District and therefore will be able to c:J 28 provide police safety services to the residents of all of the - 4 - '. o o o o o 1 Project Areas as well as other areas of the city and to oversee 2 the police activities within all areas of the City; and 3 4 WHEREAS, acquisition of the Property will provide much 5 needed space for the establishment of new facilities for the City 6 Police Department in order that the city Police Department will 7 be better able to serve the residents of the Project Areas and 8 the City generally and provide a higher level of police 9 protection services which in turn will make the Project Areas 10 more desirable for commercial, industrial and residential 11 development thereby benefiting said Project Areas; and 12 13 WHEREAS, in order to promote the City's health, safety 14 and welfare, it is important that the acquisition of the Property 15 be financed in order to ensure the provision of a high level of 16 police service to the Project Areas as well as the entire city 17 and to thereby assist in the orderly development of the Project 18 Areas and neighboring areas; and 19 20 21 22 23 24 25 26 27 SECTION 1. The Recitals hereinabove are true and 28 correct and are incorporated herein by this reference. WHEREAS, it is appropriate at this time for the Council to make certain findings and determinations and take certain action with respect t~ the acquisition of the Property. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: - 5 - '. o o o " o o 1 SECTION 2. The Council hereby approves the 2 acquisition of the Property by the Agency for the purposes of 3 providing a new headquarters facility for the City Police 4 Department and hereby authorizes the Mayor and City Clerk on 5 behalf of the Agency to execute all necessary documents in 6 connection therewith and take such actions as may be deemed 7 necessary in order to facilitate the acquisition of the Property 8 and subsequent lease to the City including, but not limited to, 9 the execution of any leases by and between the city and the 10 Agency. 11 12 SECTION 3. The Council consents to the payment by 13 the Agency of the costs of the acquisition of the Property which 14 is of benefit to the Project Areas and other neighborhoods within 15 the city for the reasons set forth in the Recitals hereinabove. 16 The Council further finds and determines that no other reasonable 17 means of financing the acquisition of the Property is presently 18 available to the City and that the city and the Agency require 19 the use of revenues generated from the Project Areas in order to 20 fund the acquisition of the Property. 21 22 SECTION 4. The acquisition of the Prope,ty will 23 enable the City Police Department to provide a better level of 24 service to the residents of the Project Areas and other areas of 25 the City which will make the Project Areas and other areas of the 26 City more desirable for commercial, industrial and residential 27 development which will in turn help eliminate blight within such 28 Project Areas and other areas of the city. - 6 - " 0 0 , 1 SECTION 5. The city Clerk is hereby authorized and 0 2 directed to cause this Resolution to be transmitted to the Agency 3 for appropriate action by that body. 4 III 5 III 6 III 7 III 8 III 9 III 10 III 11 III 12 11/ 13 III 14 III 0 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 1/1 0 28 III - 7 - 14 ESTRADA 0 REILLY 15 HERNANDEZ MAUDSLEY 16 MINOR POPE-LUDLAM 17 MILLER 18 19 city Clerk '. 1 0 2 3 4 5 6 7 8 9 10 11 12 13 20 21 22 23 24 25 26 27 0 28 o o RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, . APPROVING' THE ACQUISITION OF CERTAIN PROPERTY FOR POLICE DEPARTMENT USES AND MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT TO VARIOUS REDEVELOPMENT PROJECT AREAS OF SUCH ACQUISITION SECTION 6. This Resolution shall take effect upon the date of its adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the city of San Bernardino at a meeting thereof, held on the day of , 1991, by the following vote, to wit: Council Members: AU.S. ~ ABSTAIN ABSENT day of The foregoing resolution is hereby approved this , 1991. Mayor of the City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN city Attorney By: /1UH_ ~ f;J/ /2_~ /~~ SBEOOOOl1DOCI521 - 8 - . , o '. o o 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) ss 2 3 I, City Clerk of the city of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 4 copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy of that 5 now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand affixed the official seal of the Mayor and Common Council of 7 City of San Bernardino this day of 1991. 8 9 10 11 and the City Clerk City of San Bernardino 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 o 28 o -........ '. 0 0 . EXHIBIT "A" 1 PROPERTY ACQUISITION AGREEMENT 0 2 3 4 5 6 7 8 9 10 11 12 13 14 0 15 16 17 18 19 20 21 22 23 24 25 26 27 0 28 .' . , o o o -. o o " PROPERTY ACQUISITION AGREEMENT This Property Acquisition Agreement (the "Agreement") is entered into on this day of , 1991, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a body corporate and politic (the "Agency"), and SAN GORGONIO LAND COMPANY, a California corporation ("San Gorgonio"). WIT N E S S B T X: WHEREAS, San Gorgonio has entered into three separate Purchase and Sale Agreements with the Resolution Trust Corporation ("RTC") for the purchase by San Gorgonio from RTC of the RTC Property (as hereinafter defined); and WHEREAS, San Gorgonio has entered into a purchase of the Stanford Property (as hereinafter defined) from Stanford University and Rhode Island Hospital; and WHEREAS, in entering into. such agreements to purchase, San Gorgonio was acting as the agent for the Agency; and WHEREAS, it is the intention of the parties to this Agreement to provide for the immediate transfer of ownership of the RTC Property and the Stanford Property (jointly referred to herein as the "Properties") to the Agency simultaneously with the close of escrow for the purchase of the Properties by San Gorgonio. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE FOREGOING PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN, FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: Section 1.00. DescriDtion of the PrODertv. Section 1. 01. San Gorgonio has entered into three Purchase and Sale Agreements with RTC for the purchase of certain property commonly known as 701 North "E" Street, 767 North "E" Street and the accompanying vacant areas currently used for parking and other purposes, all of which is bounded on the north by 8th Street, on the east by "0" Street, on the south by 7th Street and on the west by "E" Street, city of San Bernardino, exclusive of that certain parcel located within such boundaries which is owned by Stanford University and Rhode Island Hospital. Section 1.02. The "Stanford Property" is that certain parcel abutting and amidst the RTC Property owned by Stanford University and Rhode Island Hospital. -1- . . o o o " o o " , . Section 2.00. First American Title Escrows. Section 2.01. San Gorgonio is currently in escrow with RTC at First American Title Insurance Company for the purchase of the RTC Property (the "RTC Escrow"). Section 2.02. San Gorgonio is likewise currently in escrow with Stanford University and Rhode Island Hospital at First American Title Company for the purchase of the Stanford Property (the "Stanford Escrow"). Section 3.00. Acauisition bv Aaencv. The Agency hereby agrees to acquire from San Gorgonio title to the RTC Property and the Stanford Property, on the same terms and conditions as set forth in the Purchase Agreements between San Gorgonio and the sellers of each of said Properties, for a total purchase price for all of the Properties of Three Million Five Hundred Thousand Dollars ($3,500,000), together with reimbursement to San Gorgonio for closing costs incurred by it in the purchases from RTC, and Stanford University and Rhode Island Hospital, as well as all closing costs in the escrow conveying title to the properties from San Gorgonio to the Agency, all of which closing costs shall not exceed an aggregate total of $20,000.00. section 3.01. San Gorgonio agrees to sell the Properties to the Agency on the same terms and conditions as the Properties are acquired by San Gorgonio from RTC and Stanford University and Rhode Island Hospital, respectively. section 4.00. Title Insurance. San Gorgonio agrees to cause First American Title Insurance Company to issue a title insurance policy in the name of the Agency, insuring ownership of the Properties in fee title, free of all liens and encumbrances, except those which are approved by the Executive Director of the Agency. section 5.00. Timina of PrODertv Acauisitions. It is contemplated by San Gorgonio that the escrow for the acquisition of the RTC Property will close simultaneously with the escrow for the acquisition of the Stanford Property, although the escrows are not required to close simultaneously. The Agency hereby agrees that it will acquire each of the Properties upon the close of escrow for the acquisition of said property by San Gorgonio, and that the acquisition of the RTC Property need not necessarily be simultaneous with the acquisition of the Stanford Property. It is agreed by both parties hereto that each property will be acquired by the Agency simultaneously with its acquisition by San Gorgonio. -2- . < o o o " P, '. o o section 6.00. No ComDensation to San Goraonio. It is agreed that San Gorgonio is selling the Properties to the Agency at the same price and on the same terms as said Properties are conveyed to San Gorgonio. San Gorgonio will not receive any profit on the purchase of the Properties by the Agency, nor will San Gorgonio receive any commission or other compensation whatsoever from the Agency as a result of this transaction. section 7.00. No variation in Terms of Acauisitions. San Gorgonio agrees that it will not enter into any amendment, modification, alteration or variation in the terms of acquisition of the Properties as set forth in the Purchase and Sale Agreements between San Gorgonio and the RTC dated July 16, 1991, or in the Escrow Instructions for the acquisition of the Stanford Property, copies of which have been provided to and approved by the Agency, except upon written consent of the Agency, Notwithstanding any language contained herein to the contrary, no alteration, amendment, modification, alteration or variation to said agreements shall be permitted which (i) alters the purchase price of any of the Properties, or (ii) imposes any additional lien or restriction of title. section 8.00. Miscellaneous. Section 8.01. In the event of litigation regarding this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys' fees and costs of litigation. section 8.02. In the event that any provision of this Agreement is held unenforceable, the remaining provisions of the Agreement shall remain valid and shall be enforced on their terms so as to effectuate the intent of the parties to this Agreement. Section 8.03. The Agency acknowledges that San Gorgonio is a licensed real estate broker in the State of California and is acting as a principal in this transaction. -3- ". ,.~ , ' . .. "'. o o o o o Section 8.04. The parties acknowledge that this Agreement shall be of no force' or effect unless it is previously approved, or subsequently ratified, by the Community Development Commission, acting as the legislative body of the Agency. SAN GORGONIO LAND COMPANY, a California corporation By: Title: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Title: ATTEST: Secretary SBEOlOOOIIDOClS22 09ml9l4j() -4- o c .~ ." .. .. c .. .. CO.. ." C .. .... """ o ... ..~ OQ.'" '" ,.,.,,~ ..c ._ 0 uco~ N .... .s:: .... .. .. .. <[..0 ... 0 0...... "" .. 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SClfNETZ BROKERAGf L DEVELOPMENT FRANK E. SCHNETZ President 215 N. "0" StreelSuite 200 San Bernardino, CA. 92401 (714) 889-0754 . j) c, -J