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HomeMy WebLinkAboutR16-Redevelopment Agency ." I " , '" ( ('''\ --- DB,",*LOPIIBlfr DBPARrll~lfr OF rm: CIT!' OF SAB BBRlWmIIro nomsr FOR CIMUSSIOlf/COOllCIL AcrIOK From: KENNETH J. HENDERSON Executive Director Subject: CALIFORlUA Il'll'f SRO PROJEcr Date: August 12, 1992 ------------------------------------------------------------------------------- SvnoDsis of Previous Commission/Council/Committee ActionCs): On November 11, 1992, the Community Development Commission approved deal points and financial assistance to this project totalling $2,005,000. (Synopsis Continued to lfezt Page..) ------------------------------------------------------------------------------- Recommended lIotionCs}: CCcmmunitv DeveloDment Commission} OPEN PUBLIC HEARING CLOSE PUBLIC HEARING MOTION That the Community Development Commission approve Amendment Number One (1) to the attached Disposition and Joint Deve10pement Agreement (DDA) between the Redevelopment Agency of the City of San Bernardino and Main Street Inn, a California Limited Partnership, for the development of a two hundred, sixty-five (265) unit Single Room Occupancy (SRO) project at the Northwest corner of Fifth and "E" Streets. ~~~~OK becut~v~~ Administrator ------------------------------------------------------------------------------- Contact person(s): Ken Henderson Phone: 5081 Project Area(s): Central Citv Ward(s): One ( 1) Supporting Data Attached: Staff ReDort FUNDING REQUIREMENTS: Amount: $ 500.000 Source: Twentv Percent 11M Fund Budget Authority: Requested; Previous Authority Granted for $2,005,000 ------------------------------------------------------------------------------- Commission/Council Kotes: KJH:1ag:0968E COIMISSIOII IIDTIIIG AGEllDA lIeeting Date: 8/17/1992 Agenda Itl!lllfumber: ~ , .... , \ ( . ("''' \wi REQUEST FOil COIMISSIOB/COUlICIL ACTIOB California Iun SilO Project August 13, 1992 Page llumber -2- ,--.. . ---./ SvnoDsis of Previous CommissionlCounci1/Cnmmittee Actiones) Continued: On January 6, 1992, the Commission approved a Disposition and Joint Development Agreement between the Agency and Main Street Inn for the development of a two hundred sixty-four (264) unit single room occupancy project. On July 14, 1992, the Housing Committee considered this project and recommended approval of the new site at the northwest corner of fifth and "E" Streets and financial assistance totalling $2,505,000. KJH:lag:0968E ClMIISSIOB IIKBTIBG AGDDA Meeting Date: 8/17/1992 Agenda Itea BuIIIber: ~ , I '''" I , (. c ,.... -.....-' DBVBLOPMBBT DBPARTMBBT OF THE CITY OF SAW BBRlWlDIIIO STAPP REPORT California Iun SRO Pro1ect BACXGROUBD On January 6, 1992, the Community Development Commission approved a Disposition and Joint Development Agreement (DDA) providing for the development of a two-hundred, sixty-four (264) unit Single Room Occupancy (SRO) project at the northeast corner of Fifth and "E" Streets. The Agreement called for, among other things, the acquisition and demolition by Agency, on behalf of the developer, of the Argonaut Hotel and the Great Western building. During the acquisition process, staff conducted asbestos assessment and remediation analyses. The cost of these activities, in addition to the asking prices for the buildings in question led staff to terminate all acquisition proceedings. The decision was subsequently made to transfer the project to Agency-owned land at the northwest corner of Fifth and "E" Streets. DISCUSSIOB The Agency's financial assistance to the project as described in the above referenced agreement is as follows: Acquisition (Great Western; Argonaut Hotel) Demolition (Great Western; Argonaut Hotel) Payment of Fees Rent Guarantee $1,200,000 $ 170,000 $ 425,000 $ 210.000 $2,005,000 The developer has requested all of the above, plus a land contribution of $500,000, for the new project located at the northwest corner of Fifth and "E" Streets. In this most recent request, the developer has provided the following rationale in support of the request for Agency participation totalling $2,505,000: The size of the project has increased from 95,522 square feet, to 124,079 square feet, increasing construction costs by $1,684,376. There is no proposed increase in density or revenues. The average room size has increased, making the project more marketable. KJH:lag:0968B COIlllISSIOB MKBTIBG AGBBIlA Meeting Date: 8/17/1992 Ageoda Itl!ll BuIIIber: ~ II' I " , , ( , !"" V DEVELOPMDT DBPAR-J.1'IIU'lI STAFF REPORT California Inn SRO Project August 12, 1992 Page Number -2- ,- ...~ Significant interior and exterior common area amenities have been added. The increase in the size of the units will make for longer term tenancies according to the developer, increasing the occupancy rate and making the project stronger economically. On July 14, 1992, the Housing Committee considered this matter and after discussion made the following recommendation to the Community Development Commission: That the Housing Committee recommend to the Community Development Commission Approval of the Agency's contribution of $2,505,000 to the California Inn SRO Project and that the Agency's share of net cash-flows be increased from eighteen percent (18%) to twenty-four percent (24%) once the California Inn Project has reached an occupancy level of ninety percent (90%) or greater. After the above referenced Committee meeting, staff, the developer and the Chairman met to discuss the project and to refine the deal points recommended by the Housing Committee for incorporation into the DDA. The following items are deal points agreed to by all parties and are incorporated into the attached agreement: Agency to provide $2,505,000 with Agency to receive 18% of net cash-flows up to an occupancy rate of 89.9% and 24% of the net cash-flows at an occupancy rate of 90% and higher.__ Agency will fund its proportionate actual costs. If construction bids are under budget, Agency and Main Street Inn partnership will share in savings at 63.5% for Agency and 36.5% for developer. If bids are higher than budgeted, Agency has right to cancel project or participate in increased development costs with developer at some agreed upon formula. - The Main Street Inn partnership's estimated construction costs are subject to independent analysis by Agency. Agency and the Main Street Inn partnership will deposit their funds with an independent third party fund disbursement entity for subsequent release of the Agency and partnership loan proceeds for project construction. KJH:lag:0968E CotIIISSIOll MBBTIlIG AGBImA Meeting Date: 8/17/1992 Agenda Itea Number: ---1LL o DEVELOPIIDT DBPAR'llII51'f.[ STAFF REPORT California IIIJl SRO Project August 12, 1992 , Page Rumber -3- , , 'Iio , " (, -, ---' Based upon the foregoing, it is appropriate for the Community Development Commission to conduct the scheduled public hearing and adopt the form motion. KJH:lag:0968E comnSSIOll MEETING AGENDA lleeting Date: 8/1111992 Agenda Item Number: k , .. ~ ( ( , c ,........... ......",....1 RECORDING REQUESTED BY: Redevelopment Agency of the city of San Bernardino WHEN RECORDED MAIL TO: SABO & GREEN 6320 canoqa Avenue, Suite 400 Woodland Hills, California 91367 SBBO/0001/593/df 8/12/92 4:00 (Space above for Recorder's Use) AMENDMDlT NO. 1 TO DISPOSITION AND DBVBLOPMDlT AGRBEMBNT BY AND BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND MAIN STREET INN, A California Limited Partnership (0 ----. ....... -,""'''' f# TABL. 01' COll'1'BII'l'8 " " ~ RECITALS . . . . . . . . . . . . . 1 Section A. Effect of Amendment 2 Section B. Representations . . 2 Section C. Amendment of Section 1.01 of the DDA 2 Section D. Amendment of Article II of the DDA . 3 Section E. Amendment of Section 3.01a of the DDA 14 Section F. Amendment of Section 4.05 of the DDA 15 Section G. Amendment of Section 4.06 of the DDA 15 .... Section H. Approval of Amendment . . . . . . . 16 ~ (, ( EXHIBIT A-I - EXHIBIT B-1 - EXHIBIT C-1 - EXHIBIT 0-1 - EXHIBIT E-1 - EXHIBIT F-1 - EXHIBIT G-1 - EXHIBIT H-1 - LEGAL DESCRIPTION SCOPE OF DEVELOPMENT DEED OF TRUST GRANT DEED SCHEDULE OF PERFORMANCE CERTIFICATE OF COMPLETION ESTIMATED COSTS DESCRIPTION OF PROJECT -i- 1& , " .' ~ f " .' (, r.. '-' /"." ....--1 SBBO\0001\DOC\593 08\12\92 430 df THIS AMENDMENT NO. 1 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT (the "Amendment") By and Between the Redevelopment Agency of the city of San Bernardino (the "Agency) and Main Street Inn, a California Limited Partnership (the "Developer"), is made with respect to the following recitals and terms: RECITALS WHEREAS, the parties hereto previously entered into that certain Disposition and Development Agreement, executed as of January 15, 1992, and recorded in the Offices of the County Recorder of San Bernardino County as Document No. 92-043753 (the "DDA"); and WHEREAS, the DDA provided for the sale by the Agency and the purchase by the Developer of certain real property located a~ 501 North "E" Street and 533 North "E" Street, City of San Bernardino (jointly referred to herein as the "0riginal Property"), for the purposes of constructing and developing on the Original Property a single room occupancy facility; and WHEREAS, the DDA was duly approved by the Community Development Commission acting on behalf of the Agency; and WHEREAS, the DDA was contingent upon the acquisition of the Original Property at a predetermined cost and upon certain cost limitations for demolition and construction; and WHEREAS, as a result of factors beyond the control of the parties, the costs associated with the acquisition, demolition and construction on the Original Property exceeded the permissible levels as set forth in the DDA and the Original Property was therefore not acquired; and WHEREAS, the parties have identified another site, located at the northwest corner of 5th and "E" streets in the City of San Bernardino (the "New Property"), which site is presently owned by the Agency, and which is suitable for use for a single room occupancy facility; and WHEREAS, the parties desire to amend the DDA to allow for the disposition of the New Property by the Agency and the acquisition thereof by the Developer, and to make certain other changes as more fully set forth hereinafter. NOW, THEREFORE, the parties hereto agree as follows: -1- Iv , ., ~ , " (" r....-, \-' , , ""-.,,.J- TERMS Section A. Effect of Amendment. 1. Except as indicated in this Amendment, all terms shall have the meanings set forth in the DDA. 2. This Amendment amends the provisions of the DDA which are specifically identified herein. Except as amended herein, the provisions of the DDA are affirmed by the parties and shall apply with full force and effect to the New Property. Where any provision of the DDA makes reference to the original Property, it shall be deemed to refer to the New Property. 3. The Exhibits to the DDA are hereby deleted and replaced with the Exhibits attached to this Amendment, each of which is incorporated herein by reference. Where an Exhibit is referenced in the DDA, said reference shall be amended to replace the specified Exhibit with the Exhibit number indicated below: DDA Exhibit No. Amendment Exhibit No. A B C o E F G H A-I B-1 C-1 0-1 E-1 F-1 Deleted H-1 4. In the event of any inconsistency between the provisions of the DDA and this Amendment, the relevant lanquage shall be construed so as to effectuate the intent of the parties as expressed in the DDA, but revised appropriately so as to apply to the New Property, and to effectuate the new provisions of this Amendment. Section B. ReDresentations. The parties hereto reaffirm that the various representations, warranties and covenants expressed in the DDA are still valid and enforceable and that there has been no change in facts or circumstances which is material to the DDA or this Amendment, except as have been disclosed in writing to the other party hereto prior to execution of this Amendment. Section C. Amendment of Section 1.01 of the DDA. Section 1. 01 of the DDA is hereby deleted in its entirety and replaced with the following: -2- 1l.P c .~ . '....~./ , loa Section 1. 01. PurDoses of Aareement. The purpose of the DDA and this Amendment is to effectuate redevelopment within the boundaries of the City of San Bernardino (the "City") by providinq for the sale of the New Property to the Developer and the redevelopment by the Developer of said real property located within the Central City North Redevelopment Project Area (the "Project Area"). The subject property is more specifically described in Exhibit "A-I" to this Amendment, which is attached to this Amendment and incorporated herein by reference. The purchase and the redevelopment of the New Property by the Developer pursuant to the DDA and this Amendment, and the fulfillment generally of the DDA and this Amendment, are in the vital and best interests of the City, the Agency, and the health, safety, morals, and welfare of the City'S residents, and are in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. Section D. Amendment of Article II of the DDA. Article II of the DDA is hereby deleted in its entirety ~ and replaced with the following: section 2.01. Aaencv OwnershiD of Pronertv. (, The New Property, which is to be disposed of by the Agency and acquired by the Developer, is presently owned by the Agency. Section 2.02. DisDosition of PrODertv to DeveloDer. The Agency shall convey title to the New Property to the Developer in the time and manner provided in the DDA and this Amendment. The value of the New Property for the purposes of this Amendment is deemed to be $500,000. In consideration of the Agency Contribution, as defined in Section 2.03 hereof, the Developer shall provide to the Agency the Agency Interest, as defined in section 2.04 hereof, which Agency Interest shall be secured by the Deed of Trust as provided in Section 2.04f hereof. The Agency Interest shall constitute the full consideration to the Agency for conveyance of title to the New Property to the Developer, and for the Agency's other contributions and covenants as contained herein. section 2.03. The Aaencv Contribution. The Developer has calculated that the cost of construction of the single room occupancy facility, which facility shall be referred to herein as the "California Inn," inclusive of land value, is approximately Ten Million Four Hundred Forty Two Thousand Dollars ($10,442,000) (the "Total ( -3- 10> o ..- . '-'" , ,". Project Cost"), which cost shall be raised, subject to the provisions of this Amendment, from the following sources: Agency Land Contribution: Agency Cash Contribution: Developer Cash Contribution: Construction Loan: $500,000 2,005,000 1,437,000 6.500.000 $10,442,000 TOTAL PROJECT COST: That portion of the Total Project Cost contributed by the Agency and the Developer (the "Party Contributions") is expected to total approximately $3,942,000. It is the intent of the parties hereto that the Agency shall contribute sixty- three and one-half percent (63.5') of the Party Contributions, up to a maximum Agency contribution of $2,505,000, inclusive of land value (the total of the land value and the cash contribution by the Agency shall be referred to herein as the "Agency Contribution"), and that the Developer shall contribute thirty-six and one-half percent (36.5t) (the "Developer Contribution"). The cash portion contributed by the Agency (the "Agency Cash Contribution") shall therefore not exceed $2,005,000, and the exact amoun~ thereof shall be determined as set forth in Section 2.03 below. c , a. The Agency and the Developer shall deposit their respective cash contributions with an independent third party in the business of construction disbursements (the "Disbursement Agent"), which entity shall be selected by agreement of the Agency and the Developer. b. Agent by follows: The actual amounts deposited with the Disbursement the Agency and the Developer shall be determined as (i) estimated construction costs for construction of the California Inn have been determined by the Developer (the "Estimated Costs"), and are set forth in Exhibit "G- 1" hereto which is incorporated herein by reference. (ii) The Developer shall obtain from a lender a binding commitment for a construction loan (the "Construction Loan Commitment") in an amount sufficient to cover the sum equal to the Estimated Costs less the Party Contributions, which amount is presently anticipated to be in the approximate amount of $6,500,000. The identity of the lender and the terms of the commitment and the construction loan are subject to Agency approval, which shall be reasonably exercised. (, -4- IG c '-" J , " .' (Hi) The Agency shall have the right to subject the Developer's determination of the Estimated Costs, and of the Construction Loan Commitment, to an independent analysis by Agency staff, or at the Aqency's option, by an independent third party, which analysis must be completed not later than sixty (60) days prior to Close of Escrow. If it is determined by such analysis that the Estimated Costs are not reasonably reflective of the probable actual cost of construction, or that the Construction Loan Commitment is unacceptable as to its terms or is insufficient in amount, when added to the maximum Party Contribution as provided for hereinabove, to pay the Estimated Costs, the Agency shall, at its sole option, be excused from further obligation under this DDA or Amendment, including without limitation the obligation to convey the New Property to the Developer. (iv) Not later than thirty (30) days prior to Close of Escrow, the Developer shall have obtained binding bids for the work necessary to construct the California Inn (the "Construction Bids"). In the event that the total of the Construction Bids exceeds the acceptable Estimated Costs to the extent that the sum of the Construction Loaft Commitment and the maximum Party Contribution is insufficient to pay the full amount of the Construction Bids, the Agency may, at its sole option: (a) be excused from further obligation under this DDA or Amendment, including without limitation the obligation to convey the New Property to the Developer; or (b) may go forward with the project by agreeing to deposit 63.5' of the additional amount if the Developer deposits 36.5' thereof. , "' " ~ ( (v) Providing that the Construction Bids do not exceed the acceptable amounts as provided in (iv) above, the Developer shall deposit with the Disbursement Agent 36.5' of the Party Contributions (which Party Contributions are determined by SUbtracting the Construction Loan Commitment from the Construction Bids) not later than four (4) days prior to Close of Escrow. Contingent upon the prior deposit of the Developer Contribution, the Agency shall, not later than three (3) days prior to Close of Escrow, deposit with the Disbursement Agent 63.5' of the Party Contributions (subject to the dollar limit set forth hereinabove). The Disbursement Agent shall give notice of receipt of said deposits to the Escrow Agent. (vi) As used herein the term "construction" shall include all work necessary to complete the California Inn so as to obtain a Certificate of Completion under the DDA and a Certificate of Occupancy from the city, and shall -5- 1(0 o ,-"J , ... include completion of landscaping, parking, reasonable indirect items including but not limited to permit/building fees, furniture, linen/appliances, architectural/engineering, interest/loan fees, property taxes/insurance, legal/title/appraisal fees, developer fees, and all items contemplated by the Scope of Development. c. The Disbursement Agent shall disburse construction funds, on terms and with such procedures as shall be agreed upon by the parties hereto prior to Close of Escrow, on a pro rata basis, with 63.5' of the Party Contribution portion of each disbursement to come from the Agency Cash Contribution and 36.5' thereof to come from the Developer Contribution. The Disbursement Agent shall, immediately, after Close of Escrow, reimburse the Developer for any of the permissible costs set forth in Section 2.03b(vi) which were incurred by the Developer prior to Close of Escrow, with the exception of the developer fees which shall be paid on a monthly basis. I-n the event that all of the funds held by the Disbursement Agent are not expended in completing construction of the California Inn, the remaining funds shall be returned to the parties hereto in the percentages in which each party contributed funds. ~ ( d. The Developer has based project projections on a gross annual rental revenue of $1,341,835 (the II Target Revenue"), which is calculated on a ninety percent (90') occupancy factor of the rooms in the California Inn. It is anticipated that the project may not achieve this revenue level for some time. Accordingly, in the event that the Target Revenue is not achieved, the Agency agrees to pay to the Developer, to the extent that the Agency has not contributed more than $2,505,000 for the Total Project Costs or otherwise, during the initial three (3) years of the operation of the California Inn, within fifteen (15) days of receiving written notice from the Developer of the amount thereof, an amount equal to the difference between the Tarqet Revenue and the actual gross collected rental revenue arising from all sources in connection with the Property (the "Revenue Shortfall") for a given annual period. The Agency's aggregate contribution to the Revenue Shortfall for all periods (Years 1-3) shall be referred to herein as the "Revenue Contribution," and shall not under any circumstances exceed an agqregate sum of $210,000. To the extent that the aggregate Revenue Shortfall for the initial three years of operation exceeds the Revenue Contribution, the Developer shall be solely responsible therefor. The Developer shall provide the Agency with an appropriate financial statement prepared by an independent certified public accountant. The Agency may, within ten (10) days of receipt of said financial statement serve written notice of its non-acceptance thereof, in which c., -6- 1(0 #''', V --.,,) ,f' --,j'" case the Agency may review all necessary books and records of the Developer. If the Agency's review disagrees with the Developer's statement, the Agency may contract with an independent certified public accountant to review the financial statements. If the financial statements are found to be in error by more than 5t, the Developer will be responsible for the costs of the review, and if the error is less than 5t, the Agency will be responsible for the costs of the review. e. Notwithstanding any lanquage contained herein to the contrary, the Agency's total contributions to the California Inn, including, without limitation, the land value, the Agency Cash Contribution and the Revenue Contribution, shall not exceed an aggregate of $2,505,000. Any costs of construction and/or any Revenue Shortfall which exceed the Agency's maximum obligation as provided in this paragraph shall be the sole responsibility of the Developer. Section 2.04. The Aaencv Interest. f " In consideration of the transfer of the New Property to the Developer, the Agency Cash Contribution, the Revenue Contribution, and of the other covenants by the Agency contained in this Agreement, the Developer hereby grants to the Agency an eighteen percent (18t) interest in the Net Cash Flows (as defined hereinafter) of the California Inn. In addition, in the event the average occupancy of the California Inn for a given annual period is ninety percent (90t) or higher, the Developer hereby grants to the Agency an additional six percent (6%) of the Net Cash Flows applicable to the percentage of occupancy which is ninety percent (90t) or higher. Calculations of the occupancy factor for the purposes of this provision shall be made on an annual basis, based upon the financial statement requirement provided for in Section 2.04a, or such other data as is reasonably required. In addition, the Developer hereby grants to the Agency an interest in the proceeds from any refinance or sale of the California Inn which interest shall be eighteen percent (In). The Agency's interest in the Net Cash Flows and in the proceeds of sale or refinance shall collectively be referred to as the "Agency Interest". The Agency Interest shall take effect immediately upon Close of Escrow and shall continue until the earlier of (i) the sale of the Project in conformity with the requirements of this Agreement, or (ii) repayment to the Agency's Low- and Moderate-Income Housing Fund of all sums advanced therefrom with respect to the California Inn, toqether with interest on the aggregate thereof at seven percent (7t) simple interest per annum. The Agency shall be entitled to receive payments under the Agency Interest whether pursuant to (i) or (ii) above not in excess of such sums as advanced from the Agency's Low- and Moderate-Income Housing - , .. ~ -' -7- Iv, ,.., ....... ,- , ,.,I , " .' Fund, plus interest. For the purposes of this Agreement the term "Net Cash Flows" shall mean the sum remaining, if any, after the reasonable and actual expenses of operation of the California Inn and of debt service on the first deed of trust are deducted from the qross receipts due to rentals or other sources of income associated with the California Inn. In order to effectuate this Section 2.04, the parties hereto agree as follows: a. The Developer shall cause to be prepared by an independent certified public accountant acceptable to the Agency reviewed annual financial statements for the California Inn, copies of which shall be provided by the accountant directly to the Agency. The cost of such statements shall be an expense of the California Inn. A failure to prepare such annual financial statements and provide the same to the Agency shall be an Event of Default as defined in Section 5.01a hereof. (" b. Within ten (10) days of receipt by the Agency of th:e annual financial statements, the Agency shall either approve or disapprove the same. If the Agency makes no response within said ten (10) day period, the financial statements shall be deemed to be approved. If the Agency disapproves the financial statements it shall indicate in writing its reasons for doing so. The Developer shall respond to the Agency's written comments within ten (10) days of their receipt. If the Developer disagrees with the Agency's positions, the Agency and the Developer shall each designate a certified public accountant of their choice (which choice shall not be the accountant who prepared the subject financial statements). The two accountants thus selected shall by agreement designate a third certified public accountant (the three accountants so selected shall be referred to herein as the "Panel"). The Panel, by majority vote, shall review the financial statements in question, resolve any issues raised and determine the amount of payments owed to the Agency, if any. The determination by the Panel shall, in the absence of fraud or neqliqence, be bindinq on the parties hereto. In the event the financial statements are found to be in error by more than 5' of the final amounts as determined by the Panel, the Developer will be responsible for the costs of the review, and if the error is less than 5' of the final amounts as determined by the Panel, the Agency will be responsible for the costs of the review. ~ c. within fifteen (15) days of approval of the annual financial statements by the Agency, or a determination by the Panel if applicable, the Developer shall pay to the Agency that portion of the revenues to which the Agency is entitled hereunder, less a credit for any portion thereof previously paid to the Agency. A failure to pay said revenues in full f " -8- IG o . '...,...1 , '" ,i and when due shall constitute an Event of Default, as defined in Section 5.01 hereof. In addition, the Agency shall receive its pro rata share of any distribution of profits from the Project, as and when such distributions are made. It is the intent of this provision that neither the Developer, any partner, limited partner, officer, shareholder, agent, employee, assign or successor-in-interest shall receive distribution of profit with respect to the Project unless the Agency contemporaneously receives its pro rata share thereof. d. Except for the first deed of trust to be approved by the Agency under the terms hereof, the Developer shall not enter into any refinance of the New Property or the California Inn without the prior express written consent of the Agency, which shall not be unreasonably withheld. The Agency shall receive eighteen percent (18') of the amount received by the Developer from any such refinance which results in any distribution to or receipt by the Developer of any proceeds of such loan. A failure to pay the Agency its interest undaF this subsection d shall constitute an Event of Default, as defined in Section 5.01a hereof. C ,i e. The Developer covenants not to sell the New Property or the California Inn without the prior express written consent of the Agency within the first five (5) years, commencing on the date the Certificate of Completion is issued. In the event of any sale of the New Property or the California Inn, the Agency shall be entitled to receive eighteen percent (18') of the net proceeds of such sale but not in excess of the amounts owed attributable to the sums advanced from the Agency's Low- and Moderate-Income Housing Fund, plus interest. "Net proceeds" for the purposes of this subsection e shall mean the gross price paid by the purchaser less escrow fees, title charges, any real estate commissions paid in connection with said sale, and the amount of any debt on the Property which has been approved by the Agency. A failure to pay sums owed to the Agency on sale of the Property or the California Inn shall constitute an Event of Default as defined in Section 5.01a hereof. ~ f. To secure the Agency Interest, and the covenants and obligations of the Developer under this Aqreement, the Developer shall execute in recordable form a Deed of Trust in the form attached to the Amendment as Exhibit "C-1", and incorporated herein by reference. Said Deed of Trust shall be recorded upon Close of Escrow, and shall constitute a lien on the New Property subject only to an approved first trust deed or any other lien approved by the Agency in writing as to which the Agency expressly agrees to be subordinate. (< -9- 1(0 t'" '-' , '-,/ ,. , section 2.05. Escrow. , " a. The Agency and the Developer agree to establish an escrow (the "Escrow") for the sale of the New Property to the Developer at First American Title Company, 323 Court Street, San Bernardino, California 92401, (Telephone: (714) 889-0311, Attention: Lee Ann Adams (the "Escrow Agent"). b. The Agency and the Developer shall provide and execute such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent hereby is empowered to act under the DDA and this Amendment, and, upon indicating its acceptance of this Section in writing, delivered to the Agency and the Developer, within five (5) calendar days after the establishment of the Escrow, shall carry out its duties as the Escrow Agent hereunder. c. The Agency and the Developer shall deliver to the Escrow Agent all documents necessary for the conveyance of title to the New Property, to the extent provided in this Agreement, in conformity with, within the times, and in the manner provided in this Agreement. d. The Agency shall pay all escrow and recording fees and costs related to the transfer of the New Property from the Agency to the Developer, subject to the limitation on total cost to the Agency as provided in Section 2.03 hereof. e. The Agency shall timely and properly execute, acknowledge and deliver to the Escrow Aqent a grant deed conveying to the Developer title to the New Property in accordance with the requirements of this Agreement, and as provided in Section 2.07 hereof. f. The Escrow Agent shall cause a Preliminary Title Report to be prepared and issued by First American Title Insurance Company (the "Title Company") and shall promptly provide the Agency and the Developer with copies thereof. The Aqency and the Developer must approve the Preliminary Title Report in writing as a condition precedent to Close of Escrow (as defined below). q. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the respective parties at the addresses set forth in Section 6.01 of this Agreement for notices, demands and communications between the Agency and the Developer. Section 2.06. Convevance of Title and Deliverv of Possession. The Developer shall take possession of the New Property concurrently with the conveyance of title. The Agency shall bear no responsibility for providing possession ( -10- IGJ "......... , '-" -...) , '-, .' of the New Property to the Developer. accept title and possession to the New established therefor in this Section. The Developer shall Property on the date Section 2.07. Form of Deed. The Agency shall convey to the Developer title to the New Property in the condition provided in Section 2.08 of this Amendment by_ a grant deed substantially in the form attached to this Amendment as Exhibit "0-1" (the "Grant Deed"), and incorporated herein by reference. Section 2.08. Condition of Title. The Title to the New Property conveyed by the Agency to the Developer shall be free of liens or encumbrances except as approved by the Developer in writing within ten (10) days of receipt by the Developer of a preliminary title report. A failure by the Developer to disapprove any portion of the preliminary title report within ten (10) days of receipt by the Developer of a copy thereof shall be deemed to be an acceptance of the preliminary titl~ report. -_ f , , Section 2.09. Conditions for Close of Escrow. The Agency's obligation to convey the New Property to the Developer and the Close of Escrow shall be expressly conditioned upon satisfaction or waiver by the Agency of each of the following: a. The Developer shall have provided to the Agency satisfactory evidence of the legal formation and existence of the Developer and the good standing of the Developer with the State of California to transact business within the State, to hold title to the New Property and to develop the Project as provided in section 3.01a hereof; and ~ b. Agency of hereof. The Developer shall have received approval from the financing commitments as set forth in Section 2.16 c. The Developer shall have received all necessary permits from the City of San Bernardino, including conditional use and building permits. d. The Developer shall have deposited the Developer Contribution with the Disbursement Agent. ( Section 2.10. Time and Place for Deliverv of Documents to Escrow. Subject to any mutually agreed upon written extensions of time or any extensions otherwise authorized by the DDA or this Amendment, or to any other time requirement set forth in the DDA or this Amendment, the parties shall deposit with the Escrow Agent promptly at such time as such documents have been fully prepared and executed, but in no -11- [(0 -".., v \."""*,, ,f " " event later than ten (10) calendar days before the date established for the conveyance of the New Property, any and all documents which are required in order for escrow to close in accordance with this Aqreement. Section 2.11. Recordation of the Grant De_des} and other Documents. When the parties have deposited into escrow all documents and funds as required by this Agreement and all conditions for the Close of Escrow have been satisfied, the Escrow Agent shall promptly file for recordation among the land records in the Office of the County Recorder where the New Property is located: (i) the Grant Deed to the New Property, (ii) this Amendment, and (iii) the Deed of Trust, which shall constitute the Close of Escrow. The Close of Escrow shall occur within the time indicated in the Schedule of Performance, unless delayed by written agreement between the parties or by virtue of an excusable delay under the terms of the DDA or this Amendment. The Escrow Agent shall thereafter promptly provide a copy of said recorded documents to both parties. __ (, Section 2.12. Title Insurance. Concurrently with recordation of the Grant Deed to the New Property, the Title Company shall provide and deliver to the Developer a policy of title insurance issued by the Title Company insuring that the title to the New Property is as required pursuant to the terms of this Amendment. The title insurance policy shall be in the amount of the land value, determined in Section 2.03 to be $500,000. ~ Section 2.13. Taxes and Assessments. Ad valorem taxes and assessments, if any, on the New Property and taxes upon this Agreement or any rights hereunder levied, assessed or imposed as to any period prior to conveyance of title through the escrow, shall be borne by the Agency. ( Section 2.14. Zonina of the New ProDertv and Environmental ADDrovals. The Agency represents and warrants that the City's general plan and zoning ordinance permit the contemplated development, construction and operation of the New Property in accordance with this Agreement, subject to the Developer obtaining any and all necessary conditional use permits required pursuant to the zoning ordinance, and further subject to the Developer obtaining any and all modifications or variances including, but not limited to, those modifications or variances necessary for height, parking, signs and any and all other matters. The Agency requires that all environmental requirements of the California Environmental Quality Act ("CEQA") applicable to this Agreement and the Project, up to and including the adoption of an Environmental Impact Report ("EIR"), if necessary, shall be complied with, including the filing of a Notice of Determination concerning -12- l~ *"", v /"","" \ '-../ ( the adoption and certification of any such environmental documentation. The Developer shall apply for all necessary permits applicable to the Project. All applicable environmental requirements pursuant to CEQA pertinent to the development of the proj ect (as def ined in Section 3. 01 hereof) shall have been completed on or before Close of Escrow. Section 2.15. Condition of the New ProDertv. a. The New Property shall be conveyed in an lias is" condition with no warranty or liability, express or implied on the part of the Agency, as to the condition of the soil, its geology, the presence of known or unknown faults or defects, or any other matter whatsoever. The Agency shall provide the Developer with copies of all existing surveys, demolition reports, soils and/or seismic surveys or reports which are in the possession of the Agency. " r. ''" .-' b. It shall be the responsibility solely of the Developer, at the Developer's expense, to investigate and determine the soil and seismic conditions of the New Property and its suitability for the development to be constructed thereon. It shall be the responsibility solely of the Developer, at the Developer's expense, to perform all work necessary to prepare the New Property for development. The Developer shall not disapprove any soils report or soils condition which would permit the construction with normal foundation conditions of the contemplated improvements. ~ Section 2.16. Submission of Evidence of Financina Commitments. a. As a condition to the Close of Escrow, the Developer shall submit to the Agency evidence reasonably satisfactory to the Agency that the Developer either has obtained or can obtain, as evidenced by a binding letter of intent or similar instrument: (i) a Construction Loan in the amount as provided in Section 2.03, and (ii) a firm and binding commitment for permanent financing in an amount sufficient to pay all sums due and owing on the Construction Loan. In lieu of the foregoing, the Developer may submit evidence to the Agency that it has sufficient funds of its own for the purposes set forth in this Section. b. Any and all financing for the development of the New Property shall be obtained from reputable, recognized and well-established financial institutions or lending sources including, but not limited to, banks, savings and loan institutions, insurance companies, real estate investment trusts, pension programs and the like. Whenever the source of financing for all or any part of the development is from other (, -13- IG ,. ... ~ c. ( c r, ....; than the Developer, the Developer shall promptly submit the following to the Agency: 1. Copies of all financing commitments received by the Developer; and 2. Proof of acceptance of each such loan commitment by the Developer and proof of payment of all up-front loan commitment fees, if any. c. Evidence of appropriate construction and permanent financing must be submitted to the Agency not later than thirty (30) days prior to Close of Escrow. The Executive Director of the Agency shall approve or disapprove such documents and/or financing commitments or sources within fifteen (15) calendar days of receipt by the Agency of the documents and information required hereunder; provided, however, that the failure of the Executive Director to disapprove any of the foregoing matters in writing within said fifteen (15) calendar day period shall be deemed to constitu~e approval thereof. Any disapproval by the Executive Director of the Agency in writing of any of the foregoing matters in this Section shall automatically extend the dates for performance of actions set forth in the Schedule of Performance, as hereinafter defined, for that certain reasonable period of time necessary for the Developer to obtain the approval of the Executive Director of the Agency under this Section, not to exceed one hundred eighty (180) calendar days. Section E. Amendment of Section 3.01a of the DDA. Section 3. 01a is hereby deleted in its entirety and replaced with the following: a. SCODe of DeveloDment. It is the intent of the parties that the New Property be developed as a single room occupancy facility which will meet or exceed the City's SRO ordinance requirements, in a manner consistent with the project description contained in the Description of Project attached hereto as Exhibit "H-1" and incorporated by reference, as well as Agency approved preliminary elevations, site plans, basement parking plan and floor plans. The construction of the California Inn on the New Property shall be referred to herein as the "Project." The California Inn shall be constructed in accordance with and within the limitations established in the Scope of Development set forth in Exhibit "B-1" and the general project description set forth in Exhibit "H-1." -14- 1(0 t "" ~ , ''" . ( o .~,._. '--" Section F. Amendment of Section 4.05 of the DDA. 1. The first paragraph of Section 4.05 of the DDA is hereby deleted in its entirety and replaced with the following: Section 4.05. Affordabilitv Covenants. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that for a period of the earlier of (i) fifteen (15) years commencing on the date of the Certificate of Completion, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate-Income Housing Fund with respect to the Project or this Agreement, including without limitation, the land value, the Agency Cash Contribution and the Revenue Contribution, and interest on the aggregate thereof at seven percent (7t) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund, not less than fifteen percent (1St) of the total number of rental units in the California Inn (rounding partial numbe~ upward to the next whole number) will be devoted to arid available for rental to persons with an income not in excess of fifty percent (Sot) of the area median income, adjusted for family size, and revised annually. Additionally, not less than fifteen percent (1St) of the total number of rental units in the California Inn (rounding partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an income not in excess of sixty percent (60t) of the area median income, adjusted for family size, and revised annually. All of the units available under the terms of this section shall be referred to herein as the "Reserved Units." 2. The paragraph of Section 4.05 of the DDA which immediately follows subparagraph "in is hereby deleted in its entirety and replaced with the following: All of the foregoing covenants shall run with the land until the earlier of (i) fifteen (15) years commencinq on the date of the Certificate of Completion, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate- Income Housing Fund with respect to the Project or this Aqreement, including without limitation, the land value, the Agency Cash Contribution and the Revenue Contribution, and interest on the aggregate thereof at seven percent (7\) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund. section G. Amendment of Section 4.06 of the DDA. The first paragraph of Section 4.06 of the DDA is hereby deleted in its entirety and replaced with the following: -15- IG ", illo ~ ( J , " o ~- . '-..I section 4.06. Effect and Duration of Covenants. The covenants established against discrimination shall remain in effect in perpetuity. The covenants respecting uses of the New Property shall remain in effect for a period of fifteen (15) years from the date of issuance of the Certificate of Completion, 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 of the Agency, its successors and assigns, the City. Section H. Annroval of Amendment. 1. This Amendment must be approved by the Community Development Commission, acting on behalf of the Agency. The date of this Amendment shall be the date when this Amendment shall have been approved by the Agency. 2. The parties hereto agree that this Amendment shal~ be recorded against the New Property by recordation in the Office of the County Recorder of San Bernardino County. Executed on AUGUST 13 SAIl 1I1{....lm11lO , California. 199..!..., a~ REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Chairperson By: Secretary APPROVED AS TO FORM: SABO & GREEN, A profes~o~al Corporation By: (!J)\tv1)~ Special Agency Counsel MAIN STREET INN, a California Limited Partnership By: LARCON DEVELOPMENT, INC. General Partner By: ;1,~~, ~ B. Gilbert Lara, Jr. President -16- leo _ff' (" ~ , l.. ,,' ( c ~ '-" STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the Chairman and Secretary, respectively, of the Redevelopment Agency of the city of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: -17- 1(0 t "" ~ .r '" " ( '"'- '-' '"". '-" STATE OF CALIFOJUIIIA COUNTY OF SAN BERNARDINO ) )ss. ) On Auaust 13, 1992, before lie, the undersianed, a Notary Public in and for said State, personally appeared Charles Green personally known to lie (or proved to lie on the basis of satisfactory evidence) to be the person who executed the within instl'Ulllent on behalf of Sabo & Green, a Professional Corporation and acknowledged to lie that he executed said instl'Ulllent. WITNESS my hand and official seal. Sianature: ~"7 ~ . _ ~ A _ _ .. AlBERT JAY MUNOZ Gl Comm, * 893257 OJ IAN IEIl"AIlDIJ'O COUM" VI IIOTAlU 'UILlC-CALlFOIll"IA .... Cclmlll.~Jl._0ct.1.1'14 -18- 1(0 c r- . .....,I STATE OF CALIFORNIA ) tI' ) ss " COUNTY OF San Bernardino ) ~ (, ( On AUl1;ust 13 , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. ~ . . A A. A _ A _ . ~ A A Aj .:.. ALBERT JAY MUNOZ G> .. Comm. *- 893257 :Ill CI: IAN IE:IlNUDI"O COUNTY fA at NOTAIf PUlt.tc.c.\UfOR'UA ... ., eo.lIl. I." Oct. 1, 11M I J.....___...:____ Signature: ~O~ ~ -19- lG? , , ... ~ , ~, t , c - . .......,.", EXHIBIT "A-I" LEGAL DESCRIPTION OF PROJECT SITE Parcel #3 of parcel map No. 4643 in the City of San Bernardino, County of San Bernardino, State of California, as per plat recorded in Book 50 of parcel maps, page 21, records of said County. Assessors Parcel No. #13406212 Exhibit "A-1" - Page 1 IlP f/I \ ... - ,( .' ( c ,.,... . "-" EXHIBIT "B-1" SCOPE OF DEVELOPMENT The property shall be developed as a four-story single room occupancy facility (the "California Inn") with two hundred sixty- five (265) individual rooms and a basement parking garage with forty-nine (49) parking spaces, in accordance with the concepts contained in Exhibit "H-1" to this Amendment No.1 to the Aqreement and shall meet or exceed the City's SRO ordinance requirements. The Property shall be developed in accordance with this Amendment No. 1 to the Agreement, but subject to the requirements of the zoning ordinance of the City and any variances or modifications therefrom as approved by the City. The Developer shall cause the design and construction of the Property in accordance with the Schedule of Performance (Exhibit "E-1") and this Amendment No. 1 to the Aqreement as follows: The development shall be constructed of quality materials, to city Code, and shall be unified in architectural theme and treatment throughout the Property insofar as reasonable and practicable. All improvements to be constructed by the Developer shall be constructed or installed in accordance with the technical specifications, standards and practices of the City and in accordance with plans and specifications approved by the city. The Developer shall cause the proper documents to be filed and fees paid, subject to the Agency obligations, to all governmental or requlatory agencies, including utilities, for applications for all required permits and approvals. The Developer shall at its cost and expense, subject to Section 2.03 of the Amendment No. 1 to the Agreement, be responsible for the design and construction of off-site improvements, if any, in accordance with any and all standards and requirement of the city, utilities, or other governmental authorities. The Project shall include on-site parking in accordance with applicable City requlations or approved variations thereof. The Developer shall design all structures, landscaping and parking areas to achieve a high degree of attractiveness and compatibility with the Property and area in which the Property is located. Exhibit "B-1" - Page 1 IC? I' -. ~ f '" f " r" V -- \ ."", The Developer, prior to close of Escrow and at its cost and expense subject to the Agency's contribution as provided in section 2.03 of the Amendment No. 1 to the Agreement, shall undertake and complete any and all soils, utility and drainage studies, plans and reports pertinent to the development of the Property and shall provide a copy of said studies and reports to the Agency. Exhibit "B-1" - Page 2 10 r" , ' ~' ~_., ( ... EXHIBIT "C-1" DEED OF TRUST WITH ASSIGNMENT OF RENTS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) ) ) ) ) ) (Space Above for Recorder's Use) DEED OF TRUST WITH ASSIGNMENT OF RENTS i( " Deed of trust made on , 1992, by MAIN STREET INN, a California Limited Partnership, hereinafter called "Trustor," whose address is 330 North "0" Street, Suite 110, San Bernardino, California 92401 to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, hereinafter referred to as "Trustee", whose business address is 323 West Court st., San Bernardino, California 92401, in favor of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, hereinafter referred to as "Beneficiary", whose business address is 201 North "E" Street, Third Floor, San Bernardino, California 92401. Trustor irrevocably grants, transfers, and assigns to Trustee in trust, with power of sale, all that property, including all easements and rights of way used in connection therewith or as a means of access thereto, in the City of San Bernardino, County of San Bernardino, State of California, described as follows: ~ , , That certain property located in the City of San Bernardino, County of San Bernardino, State of California, more particularly described in the attached Exhibit "A" which is incorporated herein by reference (the "Property"), toqether with the rents, issues and profits thereof, subject however to the right reserved by Trustor in Paragraph B-16 hereof to collect and apply such rents, issues and profits, prior to any default hereunder. This Deed of Trust is given pursuant to the terms of that certain Amendment No.1 to the Disposition and Development Aqreement By and Between the Redevelopment Agency of the City of San Bernardino and Main Street Inn, a California Limited Partnership, dated , 1992 and the Disposition and Development Agreement recorded in the records of the County Recorder of San Bernardino County as Document No. 92-043753 (both of which documents shall be jointly referred to hereinafter as the "Agreement"), the terms of which are incorporated herein by reference. This Deed of Trust is for the purpose of securing: (i) the Agency Interest, as defined in Section 2.04 of the Agreement, (ii) the covenants and restrictions contained in Article IV of the Agreement and in the Grant Deed by which Beneficiary conveyed the Property to Trustor (the "Grant Deed"), and (iii) all other promises, covenants and obligations of Exhibit "C-1" - Page 1 I~ 1" V ".-^...... ,-.,I I' \, > the Trustor to the Beneficiary or Beneficiary's successor-in- interest contained in the Agreement, the Grant Deed, this Deed of Trust or any other instrument or writing executed by Trustor in connection with the Agreement. ie., A. To protect the security of this Deed of Trust, Trustor agrees: 1. To maintain the property in good condition and repair; not to remove or demolish any building or improvement thereon after the issuance of the Certificate of Completion as provided in Section 3.06 of the Agreement; to complete promptly in workmanlike manner any improvement hereafter constructed thereon and to restore promptly in workmanlike manner any improvement thereon that is damaged or destroyed, and to pay when due all costs incurred therefor or in connection therewith; to comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the property; not to commit or permit any waste thereof or any act upon the property in violation of law or of covenants, conditions or restrictions affecting the property.~ 2. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and also, if at any time Beneficiary or Trustee is a party to or appears in any such action or proceeding, or in any action or proceeding to enforce any obligation hereby secured, to pay all cost and expenses paid or incurred by them or either of them in connection therewith, including, but not limited to, cost of evidence of title and attorneys' fees in a reasonable sum. ~ 3. To pay (a) before delinquency, all taxes and assessments affecting the property, all assessment upon water company stock, and all rents, assessments and charges for water appurtenant to or used in connection with the property; (b) when due, all encumbrances, charges and liens, with interest, on the property or any part thereof, which appear to be prior or superior hereto; and (c) all costs, fees and expenses of this trust. 4. If Trustor fails to make any payment or to do any act as herein provided, then Beneficiary or Trustee (but without obligation so to do, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation hereof) may (a) make or do the same in such manner and to such extent as either deems necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the property for such purpose; (b) appear in or commence any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, contest, or compromise any encumbrance, charge or lien that, in the judgment of either, appears to be superior hereto; and in exercising any such power, Beneficiary or Trustee may incur necessary expenses, including reasonable attorneys' fees. ( " Exhibit "C-1" - Page 2 \& r'\ U ~" --I 5. To pay immediately and without demand all sums ~' expended hereunder by Beneficiary or Trustee, with interest from (, date of expenditure at seven percent (7') per annum. ~ (~ , " B. It is mutually agreed that: 1. Any award of damages made in connection with the condemnation for public use of or injury to the property or any part thereof is hereby assigned and shall be paid to Beneficiary, who may apply or release such moneys received therefor upon any indebtedness secured hereby in such order as Beneficiary determines, or at the option of Beneficiary the entire amount so received or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 2. The acceptance by Beneficiary of any payment less than the amount then due shall be deemed an acceptance on account only and shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due or of Beneficiary's right either to require prompt payment~f all sums then due or to declare defaultr The acceptance of payment of any sum secured hereby after its due date will not waive the right of Beneficiary either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. No waiver of any default shall be a waiver of any preceding or succeeding default of any kind. - 3. At any time or from time to time, without liability therefor and with or without notice, upon written request of Beneficiary and presentation of this deed and the secured note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby or the effect of this deed upon the remainder of the property, Trustee may reconvey any part of the property, consent to the making of any map or plat thereof, join in granting any easement or join in any extension agreement or any agreement SUbordinating the lien or charqe thereof. 4. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all of the Agency's Interest as defined in Section 2.04 of the Agreement has been provided to the Agency, together with surrender of this deed to Trustee for cancellation and retention, and payment of its fees, Trustee shall reconvey, without warranty the property then held hereunder. The recitals in such reconveyance shall be conclusive proof of the truthfulness thereof. The grantee may. be designated in such reconveyance as "the person or persons legally entitled thereto." 5. Trustor may give such notice to Beneficiary at any time before there is a Trustee's sale of the property. At any time Exhibit "C-1" - Page 3 lG? ,fJ' \.. ' , -. ! f \. """ '-' -- o Trustor is in default in payments to be made to Beneficiary hereunder, any amounts paid to and received by Beneficiary for execution of releases pursuant to the terms of this paragraph after notice of default and election to sell has been recorded shall not, unless the requirements of Section 2924c of the Civil Code are fully met by or on behalf of Trustor, waive the right of Beneficiary to continue its plans to have the property sold, nor shall they have any effect on the exercise by Beneficiary of the acceleration privilege contained herein, except to entitle the person effecting such payment to the release of the property for which the release amount was paid, and insofar as Beneficiary is concerned, to constitute a credit against the secured debt. Beneficiary acknowledges that the ability of Trustor to procure releases promptly is of the utmost importance. Therefore, Beneficiary will at all times maintain at its principal place of business a person who is authorized to execute such releases on behalf of Beneficiary, and such releases will be executed and delivered, when sought in compliance with the provisions contained herein, not later than ten (10) days after written demand for such release has been made on Beneficiary. 6. If Trustor or any subsequent owner of the property covered hereby shall occupy the property, or any part thereof, after any default in payment of any amount secured by this deed of trust, Trustor or such owner shall pay to Beneficiary in advance on the first day of each month a reasonable rental for the premises so occupied. On failure to pay such reasonable rental, Trustor or such owner may be removed from the premises by summary dispossession proceedings or by any other appropriate action of proceeding. 7. If default is made in payment of any indebtedness or in performance of any agreement hereby secured, then Beneficiary, with or without notice to Trustor, may declare all sums secured hereby immediately due and payable by instituting suit for the recovery thereof or for the foreclosure of this deed, or by delivering to Trustee a written declaration of default and demand for sale, as well as a written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be filed for record. If such declaration is delivered to Trustee, Beneficiary shall also deposit with Trustee this deed and all documents evidencing expenditures secured hereby. 8. Should Trustor, without the consent in writing of Beneficiary, voluntarily sell, transfer or convey his interest in the property or any part thereof, or if by operation of law, it be sold, transferred or conveyed, then Beneficiary may, at its option, declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions. Exhibit "C-1" - Page 4 \(p .", \ -... ~ , " , , c r'", , ....) 9. After the time then required by law has elapsed after recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, with or without demand on Trustor, shall sell the property at the time and place fixed in the notice of sale, either as a whole or in separate parcels and in such order as Trustee determines, at public auction, to the highest bidder, for cash in lawful money of the United states, payable at the time of sale. Trustee may postpone from time to time sale of all or any portion of the property by public announcement at the time and place of sale originally fixed or at the last preceding postponed time. Trustee shall deliver to the purchaser its deed conveying the property sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor, Trustee, Beneficiary or any other person may purchase at the sale. 10. After deducting all costs, fees and expenses of Trustee and of this trust, including cost of evidence of title and reasonable attorneys' fees in connection with sale, Trustee shall apply the proceeds of sale to payment of (a) all sums expended under the terms hereof and not theretofore repaid, so as to make Beneficiary whole as provided in the Agreement, with accrued interest at seven percent (7%) per annum, and (b) all other sums then secured hereby in such order as Beneficiary, in the exercise of its sole discretion, directs. The remainder, if any, shall be paid to the person or persons legally entitled thereto. 11. Before Trustee's sale, Beneficiary may rescind such notices of default and of election to cause the property to be sold by delivering to Trustee a written notice of rescission, which notice, when recorded, shall cancel any prior declaration of default, demand for sale and acceleration of maturity. The exercise of such a right of rescission shall not constitute a waiver of any default then existing or subsequently occurring, or impair the right of Beneficiary to deliver to Trustee other declarations of default and demands for sale or notices of default and of election to cause the property to be sold, or otherwise affect any provision of the secured note or of this deed or any of the rights, obligations or remedies of Beneficiary or Trustee hereunder. 12. Beneficiary may, from time to time as provided by statute, or by a writing signed and acknowledged by him and recorded in the office of the county recorder of the county in which the land or such party thereof as is then affected by this deed of trust is situated, appoint another trustee in stead and of Trustee herein named; and thereupon, the Trustee herein named shall be discharged, and the trustee so appointed shall be substituted as Trustee hereunder with the same effect as if originally named Trustee herein. Exhibit "C-1" - Page 5 ILo ( ,f' ',- , .... c ~....... J 13. If two or more persons are designated as Trustee herein, any or all powers qranted herein to Trustee may be exercised by any of such persons if the other person or persons is unable, for any reason, to act. Any recital of such inability in any instrument executed by any of such persons shall be conclusive against Trustor, his heirs and assigns. 14. All leases nor or hereafter affecting the property are hereby assigned and transferred to Beneficiary by Trustor. Trustor hereby covenants that none of such leases will be modified or terminated without the written consent of Beneficiary. 15. When requested to do so, Trustor shall give such further written assignments of rents, royalties, issues and profits; of all security for the performance of leases; and of all money payable under any option to purchase, and shall give executed originals of all leases, now or hereafter on or affecting the property. 16. Trustor reserves the right, prior to any default in payment of any indebtedness or performance of any obligation secured hereby, to collect all such rents, royalties, issues and profits, as but not before they become due. Upon any such default, Trustor's right to collect such moneys shall cease, not only as to amounts accruing thereafter, but also as to amounts then accrued and unpaid. In the event of default, Beneficiary, with or without notice and without regard to the adequacy of security for the indebtedness hereby secured, either in person or by agent, or by a receiver to be appointed by the court, (a) may enter upon and take possession of the property at any time and manage and control it in Beneficiary's discretion, and (b) with or without taking possession, may sue for or otherwise collect the rents, issues and profits thereof, whether past due or coming due thereafter, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys' fees, upon any obligation secured hereby and in such order as Beneficiary determines. None of the aforesaid acts shall cure or waive any default hereunder or invalidate any act done pursuant to such notice. Beneficiary shall not be required to act diligently in the care or management of the property or in collecting any rents, royalties or other profits that it is hereby authorized to collect, and shall be accountable only for sums actually received. 17. Without affecting the liability of Trustor or of any other party now or hereafter bound by the terms hereof, from time to time and with or without notice, may release any person now or hereafter liable for performance of such obligation, and may extend the time for payment or performance, accept additional security, and alter, substitute or release any security. 18. In any action brought to foreclose this deed or to enforce any right of Beneficiary or of Trustee hereunder, Trustor Exhibit "C-1" - Page 6 \VJ ,~ \, ' ~ C .' c '"' I "-" shall pay to Beneficiary and to Trustee attorneys' fees in a reasonable sum, to be fixed by the court. 19. No r_edy hereby given to Beneficiary or Trustee is exclusive of any other remedy hereunder or under any present or future law. 20. defense to any waived, to the The pleading of any statute of limitations as a and all obligations secured by this deed is hereby full extent permissible by law. 21. In the event of default in the payment of any indebtedness secured hereby, and if such indebtedness is secured at any time by any other instrument, Beneficiary shall not be obligated to resort to any security in any particular order; and the exercise by Beneficiary of any right or remedy with respect to any security shall not be a waiver of or limitation on the right of Beneficiary to exercise, at any time or from time to time thereafter, any right or remedy with respect to this deed. 22. Trustor shall, upon request made by Beneficiary, furnish the Beneficiary with annual statements covering the operations of the property. 23. Beneficiary may collect a "late charge" not to exceed an amount equal to four percent (4') per calendar month, or fraction thereof, on the amount past due and remaining unpaid on any installment that is not paid within ten (10) days from the due date thereof, to cover the extra expense involved in handling delinquent payments. 24. This deed applies to, inures to the benefit of and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, successors in interest, and assigns. The term "Beneficiary" means the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this deed, whenever the context so requires, the masculine gender includes the feminine and neuter, and the sinqular number includes the plural, and all Obligations of each Trustor hereunder are joint and several. 25. Trustee accepts this trust when this deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee is a party unless brought by Trustee. Trustor requests that a copy of notice of default and of any notice of sale hereunder shall be mailed to him at the address set out opposite his name, immediately below. ( Exhibit "C-1" - Page 7 \~ , ... ~- f , , ( ;"'...... v """"", , ..../ MAILING ADDRESSES FOR NOTICES: 330 North "0" Street Suite 110 San Bernardino, California 92401 Executed at San Bernardino, California, on the date first above written. MAIN STREET INN, a California Limited Partnership, By: Larcon Development Inc. General Partner By: B. Gilbert Lara, Jr. President Exhibit "C-1" - Page 8 lev ". ( ... ~- , " " , io. o _. v STATE OF CALIFORNIA ) ) ss ) COUNTY OF On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of Larcon Development Inc., the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. Signature: Exhibit "C-1" - Page 9 1(P ~ I, ' ~ , , , " ,".... v '~i EXHIBIT "0-1" GRANT DEED Recording Requested By: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO After Recordation, Mail to: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Third Floor San Bernardino, California 92401 Mail Tax Statements to: MAIN STREET INN, a California Limited Partnership 330 North "0" Street, Suite 110 San Bernardino, California 92401 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE REDEVELOPMENT AGENCY OF THE CITY OF San Bernardino, a public body, corporate and politic, of the State of California (the "Grantor"), pursuant to and in accordance with the Community Redevelopment Law of the State of California, hereby grants to MAIN STREET INN, a California Limited Partnership, (the "Grantee"), the real property (the "Property") legally described in the document attached hereto, marked Exhibit "A", and incorporated herein by this reference. 1. The Property is conveyed subject to Amendment No. 1 to the Disposition and Development Agreement entered into between the Grantor and the Grantee, dated , 1992, and to the Disposition and Development Aqreement recorded in the records of the County Recorder of San Bernardino County as Document No. 92- 043753 (both of which aqreements shall be jointly referred to herein as the "Agreement"). The provisions of the Agreement are incorporated herein by this reference and shall be deemed to be a part hereof as if set forth at length herein. 2. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that during construction of the development of the Property hereunder and for the period specified Exhibit "0-1" - Page 1 1t.tJ c ,.~." J --- ~ in Section 4.06 of the Agreement thereafter the Grantee, such ,tt' successors and such assigns shall devote the Property (or any part \, thereof) to the use as a single room occupancy facility. It is understood and agreed by the Grantee that neither the Grantee, nor its assigns or successors in interest to the Property or this Agreement, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Property or any portion thereof to any entity or party, or for any use of the Property, that is partially or wholly exempt from the payment of real property taxes pertinent to the Property, or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. 3. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that the Grantee, such successors and such assigns shall maintain in good condition the improvements on the Property, shall keep the Property free from any accumulatioR of debris or waste material, subject to normal construction job- site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping required to be planted in accordance with the Scope of Development. In the event the Grantee, or its successors or assigns, fails to perform the maintenance as required herein, the Agency and/or the City shall have the right, but not the obligation, to enter the Property and undertake, such maintenance activities. In such event, the Grantee shall reimburse the Agency and/or city for all reasonable sums incurred by it for such maintenance activities. " '" .' 4. The Grantee covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property; nor shall the Grantee, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or seqregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the Property. 5. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property, or any part thereof, that the Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any part thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining thereto , , Exhibit "0-1" - Page 2 IliJ (ffI' lro.' ~ 1(, f \ c "', ~, shall contain or be subject to substantially the following nondiscrimination or nonseqregation clauses: a. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the qrantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or vendees in the premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 6. The Grantee covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof, that for a period of the earlier of (i) fifteen (15) years commencing on the date of the Certificate of Completion as provided in Section 3.06 of the Aqreement, or (11) until all of the sums advanced by the Agency from its Low- and Exhibit "0-1" - Page 3 \(0 ,. (... ,. , .' ( c ......"^ 1 "-...J Moderate-Income Housing Fund with respect to the Project or this Agreement, including without limitation, the land value, the Agency Cash Contribution and the Revenue Contribution, all as defined in the Agreement, and interest on the agqregate thereof at seven percent (7t) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund, not less than fifteen percent (1St) of the total number of rental units in the Inn (rounding partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an income not in excess of fifty percent (Sot) of the area median income, adjusted for family size, and revised annually, and not less than fifteen percent (15') of the total number of rental units in the Inn (including partial numbers upward to the next whole number) will be devoted to and available for rental to persons with an income not in excess of sixty percent (60t) of the area median income, adjusted for family size, and revised annually. The total number of units reserved under this Section 6 shall be referred to as the "Reserved Units". The Grantee further covenants that the monthly rent to be charged on any given Reserved Unit will not exceed thirty percent (30t) of one-twelfth (1/12th) of sot or 60t, as applicable, of the area annual median income, adjusted for family size, and revised annually. The Grantee further covenants and warrants as follows: a. The Property is being utilized for the purposes of providing residential rental housing, and the Project is to be owned, managed and operated as a single room occupancy facility project for a period of not less than fifteen (15) years, commencing on the date of the Certificate of Completion; b. Each residential unit in the Inn will be rented or available for rental on a continuous basis; c. The Reserved Units will be of the same construction, quality and amenities as equivalent units which are not so available; d. All of the residential units in the Inn will be available for rental on a continuous basis to members of the general public with the Reserved Units to be available for lease to low and very low income residents as hereinabove provided and the Grantee will not give preference to any particular class or group in renting the dwelling units in the Inn; e. Residents of the Reserved - Units will have equal access to and enjoyment of all common facilities of the Inn; f. The Grantee will provide annual certifications to the Agency certifying as to compliance with the provisions of Exhibit "0-1" - Paqe 4 IltJ (/ ~ ,. " ~ ( o ---. '-Jl Section 4.05 of the Agreement and shall additionally notify the Agency within thirty (30) days after the announcement of any and all increases in the rents to be charged for any of the units comprising the Inn; g. The Reserved Units shall at all times be available to low and very low income persons and shall be rented and occupied or be available for occupancy by such low and very low income persons. For the purposes of satisfying the requirement that the required percentages of the residential units be occupied by low and very low income persons, no such person shall be denied continued occupancy because, after admission to the unit, the person's income exceeds the applicable income level. Any increase in the rent per unit which is occupied by a tenant who previously qualified as a low or very low income tenant, but no longer qualifies as such, shall not be considered a denial of continued occupancy of such a unit; h. The Grantee agrees to obtain and maintain a file on each low and very low income person who qualifies for occupancy of a reserved unit, with data contained in said file sufficient to enable the Agency to determine that the Grantee has been in compliance with the covenants contained herein; i. The Grantee covenants to use a form of rental agreement in renting any Reserved Unit which shall provide for termination of the tenancy and consent by the tenant to immediate eviction for failure to qualify as a low or very low income person as a result of any material misrepresentation made by such person with respect to his or her income and income verification. All of the foregoing covenants shall run with the land until the earlier of (i) fifteen (15) years commencing on the date of the Certificate of Completion, or (ii) until all of the sums advanced by the Agency from its Low- and Moderate-Income Housing Fund with respect to the Project or this Agreement, including without limitation, the land value, the Agency Cash Contribution and the Revenue Contribution, all as defined in the Aqreement, and interest on the aggregate thereof at seven percent (7\) simple interest per annum, have been repaid in full to the Agency's Low- and Moderate-Income Housing Fund. The Grantee further covenants and warrants that the Grantee shall develop improvements on the Property in accordance with the Scope of Development and Exhibit "H-1". The Grantee covenants to develop and operate the Property (or cause it to be operated) in conformity with all applicable laws. The foregoing covenants shall run with the land. 7. The covenants established against discrimination shall remain in effect in perpetuity. The covenants respecting uses of the Property shall remain in effect for a period of fifteen Exhibit "0-1" - Paqe 5 10; (, ~. , , .' , \. c ,.~ . '-" (15) years from the date of execution of the Certificate of Completion, 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 of the Agency, its successors and assigns, the City. The Grantor is deemed the beneficiary of the terms an provisions of this Aqreement and of the covenants running with the land for and in its own rights and for the purposes of protecting the interests of the community. The Grantor shall have the right, if such covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or such other proper proceedings to enforce the curing of such breaches to which it or any other beneficiary of such covenants may be entitled, including without limitation, to specific performance, damages and injunctive relief. The Grantor shall have the right to assign all of its rights and benefits hereunder to the City of San Bernardino. Exhibit "0-1" - Page 6 lev " ~- , l.. .' f " ~, '-' _. , '-" IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of , 1992. ---- APPROVED AS TO FORM: SABO & GREEN, A Professional Corporation By: Grantor: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Chairperson By: Secretary Special Agency Counsel accepted. The provisions of this Grant Deed are hereby approved and Grantee: MAIN STREET INN, a California Limited Partnership By: Larcon Development Inc. General Partner By: B. Gilbert Lara, Jr. President Exhibit "0-1" - Page 7 10 ,,, \", ~. , '" .' ( c ....""""- J STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the Chairman and Secretary, respectively, of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: Exhibit "0-1" - Page 8 1& , I ',," (/I " / (, c ,-.. \,._) STATE OF CALIFORNIA ) ) ss ) COUNTY OF LOS ANGELES On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument on behalf of Sabo & Green, a Professional Corporation, and acknowledged to me that he executed said instrument. WITNESS my hand and official seal. Signature: Exhibit "0-1" - Page 9 /({) ". I., ~- , " .' ( ",......, v .... '>....,.,.i STATE OF CALIFORNIA ) ) ss ) COUNTY OF On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared B. Gilbert Lara, Jr. personally known to me (or proved to me on the basis of satisfactory evidence) to be the President of the General Partner that executed the within instrument on behalf of Main Street Inn, a California Limited Partnership. WITNESS my hand and official seal. 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I , I , . 1 , , . r 1 . I , . II I 1 , , I I, """ r , I , . , . , I I I . I . . , . , . , . t , , . I" r I , 1 . , . , , , , , . , , . "" , , , I 1 1 , , , , . . . ! , 1 , . . I '1"", " '" , I' . , I , . . . , I , . , I , , I . 1111 I , I , 1 I 1 I I I , I I , . . , , , . . . . I , , I , . . , , , , 1 " , , I , , I , , . . I , I , , , r , 1 I I 1 I I I l I! . . , 1 I , , . , I , r , , I, 1 , , . , . 1!1l i ~ II ~~..'.;1!1'5.:... II. I I' !-r , II ~I 111.1 II. i II II 1111:11111,1111,1 ,......\.o~ \..4.. "'I:' 1 f' n___ ! . 10 o 1"....., , -' EXHIBIT "F-1" I:: When Recorded, Mail to: ~. , " ( REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Third Floor San Bernardino, California 92401 CERTIFICATE OF COMPLETION The undersigned, as Executive Director of the Redevelopment Agency of the City of San Bernardino (the "Agency") hereby certifies as follows: By its Resolution No. , adopted and approved , 199_, the Agency has resolved as follows: Section 1. The improvements required to be constructed in accordance with that certain Amendment No. 1 to Disposition and Development Agreement dated , by and between the Agency and Main Street Inn, a California Limited Partnership, (the "Developer") and the Disposition and Development Agreement recorded in the office of the County Recorder for San Bernardino County as Document No. 92-043753, which two documents are jointly referred to herein as the "Agreement," 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 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct and develop the improvements on the Property, excluding any normal and customary tenant improvements and minor building "punch-list" items, and including any and all buildings and any and all parkinq, landscapinq and related improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on the Property, whether or not said improvements are on the Property or on other property subject to the Aqreement, all as described in the Agreement, and to otherwise comply with the Developer's obligations under the Agreement with respect to the Property and the dates for the beginning and completion of construction of improvements thereon under the Agreement; provided, however, that the Agency may enforce any covenant surviving this Certificate of'Completion in accordance with the terms and conditions of the Agreement and the grant deed pursuant to which the Property was conveyed under the Agreement. Said Agreement is an official record of the Agency and a copy of said Agreement may be inspected in the office of the Secretary of Exhibit "F-1" - Page 1 leo c ?,.,~ '-" the Redevelopment Agency of the City of San Bernardino located at /~ the city Hall Annex, 201 North "E" Street, Third Floor, ", ' San Bernardino, California 92401, during reqular business hours. Section 3. The Property to which this Certificate of Completion pertains is more fully described in Exhibit "A" attached hereto. ~ , " I 'I. DATED AND ISSUED this day of , 199_. Executive Director of the Redevelopment Agency of the City of San Bernardino Exhibit "F-1" - Page 2 1(0 o r"'\ ,...) , (It./ EXHIBIT "A" TO CERTIFICATE OF COMPLETION ~ , It. .' ( LEGAL DESCRIPTION Exhibit "F-1" - Page 3 1(0 ,'" '400 f' ...' , \ c '-'\ '>.oJ STATE OF CALIFORNIA ) ) ss ) COUNTY OF SAN BERNARDINO On , 1992, before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the Executive Director of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: Exhibit "F-1" - Page 4 IV; o ... I '100 ' ~. f " , " EXHIBIT "G-1" ESTIMATED COSTS ""'" '...I 1(0 ", CALIFORNIA INN - EXHIBIT -B-1- ESTIMATED PROJECT BUDGET .~... 'i . TOTAl. LAND COSTS $500,000 4.", $4.03 $1.852 $500.000 (44.000 at. "1.341 PIt) DIRECT COSTS OFF-SIT!: IMPFlOVEMENT "&0,000 1.5~ ".21 $558 CONSTFlUCTION 8.372,103 112.3~ 51.341 23.103 CONSTRUCTION FE~ 418._ 4.1911 3.37 1.550 CONTINGINCY 211,582 2.1911 1.71 714 :TED DIJIlE(;T COSTS l7;t52;75O ",.~> >>IS'1.. ..412 7.152.7&0 ~ - INDIRECT COSTS , - FEESfBLDGIWATAlS~Fl S502.ooo 4.", "'.05 $l.85t FUANlUNIN APPLIANCE 833,000 8.2'111 11.10 2.344 ~ ARCHlTECTURAlJENGINEERINCi 232.500 2.1~ 1.87 861 INT!:FlESTI1.0AN FEES ETC. 758.750 7.4911 8.12 2.810 TAX" INSURANCE 54.250 0.5~ 0.44 201 LEGAUTITLElAPPFlAISAL 341.750 0.4~ 0.11 144 , DEVELOP~A~~~OVEFlHEAD 380.000 3.1I~ 2.80 1,333 " E&TlMAT!:DINDIFlECT COSTS sa,57t.250 25.2'lr ' f2CU." . ' ....553 2,5"',250 ' ~STlMATED TOTAL PROJECT COS $10.232.000 100.~ $12.48 S37.8ge $10,232,000 PFlOJECTED CASH ~OFl FILL-UP 210,000 1.68 778 210.000 TOTAL FUNDS FlEQUIRI!D "0,442.000 $84.18 $38,874 "0.442.000 PROJECTED PFlOJECT FINANCING: PFlOPOSED FIRST TRUST D~~D lOAN PARTNEFlSHIP CONTRIBUTION CITY PARTICIPATION 82.2'111 13.8'110 24.0'110 152.311 11.61 20.18 124.074 5.322 11.278 ".500.000 1.437.000 2.505,000 TOTAL SOURCES OF FUNDS $10.442.000 LDlI-lo-112 ( Exhibit "G-l" - Page 1 10 , I ',," ~. ,f ilio I' \. '" , ',-, EXHIBIT "H-1" DESCRIPTION OF PROJECT ,...... '<-or 1(P r"~. " " I .......-- .' I I j ( -- - I , I " { ; (j Exhibit ttH_l" _ P:lIo,:) 1 '",,1' fill, to, .. . o -- c o .- - CO > .Q) m - Q) Q) ... - (fJ W 1(P ,,,. , 1,-. .' .z .. 4~ - r' ',-, ..... ~ ~. ..', . ," 'IL.. } \...:~ M .. ... ... - .. .. : ~':: :.:;::::;::~<~: :':",~.Y."~.~._,~"" :", .:.:.,.-;.;~ ~ '~~~M ~ !.. :.~'A'-:" 'l~ J. ~g~: ' ~[)O~ ';'- ~-~- [b ~r.s " ,~ ,,:-'" _LJ ,~, ,,' 1~ " -'-:)Alx'r~~ - 'f .' . 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I ~ ... ., .." - 'l't .. - .1 I I I !-- I I , I ---__J ( Exhibit "H-l" - Page 6 Iv "IIfI t.. i! Ii ii II . Q J:! - : -. . r. ~ . E al - e,. - .m -, - 0 .. . ~ - .. .. ~ ~ J (I).. os -J ~o .'- oS! , ~ , .' -.. + ( i II: J )<., '" -", ~ I ." .~:x/ I 'lI " ,.... ...... i )x.' . ...... '..../ ~ Y, " ,,..., '-' /.. ''oJ , " Exhibit "H-l" - PalZe 7 to ,. l", I ..e.....--._ I I I I i I I ~I Ii ~I I I I r .(1 " / I I I L- ( ~k'" ...",,"" -9- ell " , 'In ,,, 1:'.....1-.4\....: +- n___ o z :5 a. ~ "b - ~ I Z 1II~ ""' O.d ~ -. ...J '-'" ('1- < o - c. ~ /0 .. . o St. Bernardine Plaza 550 West Fifth Street San Bernardino. California 91401 (714) 888-0153 ,-.. .....J August 17, 1992 HAND DELIVERED Mayor and Common Council & Redevelopment Agency city of San Bernardino 300 North "0" Street San Bernardino, CA 924lS Re: Prooosed Fifth and "E" Street HousinQ proiect Dear Council and Agency Members: This letter is submitted on behalf of the board of directors, management and residents at st. Bernardine Plaza ("plaza"). We have been watching with interest the proposed development of the site immediately adjacent to the Plaza and learned only this weekend of the development as an agenda item for this morning and have hastily constructed this letter to summarize our concerns. The residents of st. Bernardine Plaza ("our residents") have been a main anchor of the downtown San Bernardino area for the past decade. Their presence and civic mindedness have kept interest high in developing the city as a whole, and have contributed to the reputation of the downtown area as one which embraces stalwart and riChly experienced citizens. As a result their civic concerns and also out of a prudent sense of concern for their own status and future well being, our residents have noted potential drawbacks with the above-referenced project which may prove to be a net liability for all of us. The Plaza understands that the proposed project entails construction of new single resident apartments which may rent for anywhere from $315.00 to $500.00 per month. It is a matter of concern that this price range is substantially less than the basis for rent at the Plaza which has, for the first time since its opening, a de minimus waiting list. There is substantial concern among the residents in the Plaza about the deterioration of the downtown area as a residential community and the desirability of permanent residents residing therein. COC~I t~~A o ~ Mayor, Common council and Redevelopment Agency August 17, 1992 Page 2 The rental range under consideration does not provide for subsidy such as that which is available at the Plaza. The renters at the Plaza are those which are desireable downtown renters and citizens. We have substantial concern that the new project will affect prices and the cost of living in the neighbor and may well affect the operation of the Plaza. There is concern on the part of the residents that the area could become home only to unstable newcomers with no roots or stake in the larger community. That possibility is not an inviting one. The further possibility remains, as an alternative, that those to whom the project is intended to appeal will not ultimately respond favorably to the project in its present form. An argument in favor of the proposed rental rates for the apartments might be that the relative high cost would ensure that only responsible and credit worthy individuals would be able to move into the neighborhood. That argument, however, should be examined with a view toward the rent proposed to be charged at the facility. We are informed that the project contemplates the construction of certain low income apartments which, like others, would be rented essentially on a weekly basis. It has been mentioned that some of these new apartments amount-to single room occupancy units, some with minimal sanitary facilities and that as much as 30t will cater to those annual incomes of less than $12,600.00. In some respects such housing arrangements share many features with those of the dilapidated motels in the downtown area which have become an eyesore and have been providing substandard housing for the past several years and which continue to reflect poorly on the downtown area. While neither we nor the existing residents have verified information regarding the precise layout of the new apartments, it would appear that if the above-stated information is correct, a great many of those with the necessary means to afford up to $500.00 per month rent may look elsewhere for more commodious surroundings and more luxurious neighborhoods. Our review of the general Inland area is that substantial apartments and nice complexes are available for single resident occupancy for substantially less than the amounts proposed to be charged by the new development. We are informed that those who will manage the proposed new apartments will adhere to strict criteria regarding the income and background of prospective renters. Preference is said to be for younger residents. Our residents are concerned that, should the latter of the two possibilities hereinabove discussed occur, the apartments may fail to attract promising renters and the rental o o Mayor, Common Council and Redevelopment Agency Auqust 17, 1992 Page -3 structure will then face one of two possibilities: either maintenance at the currently proposed rate in which case occupancy would be quite likely remain low; or reduction, after a time, in the rent charged on each unit. The first of the possibilities offers little but the potential that the project itself will become a white elephant and subject to vandalism and deterioration and will add to the glut of unoccupied buildings in general. The latter of the two possibilities invites the conclusion that, if, upon failure to rent at the proposed rate, the project developers must reduce the rent to meet market conditions, it would most probably occur only after substantial deterioration in the building itself and in its attractiveness. The fact that, in either of above instances, the developers would find themselves potentially facing a negative cash flow as a result of their inability to rent to the target population and it would naturally lead to the ability to maintain and promote the project. If such events were to happen, the project would become nothing more than one in a myriad of by-products of high developmental aspirations that ultimately dearly cost not only investors, but the community at large, in terms of money, time, effort and spirit. We direct your attention to the ambitious and largely unsuccessful development of housing at the corner of sixth and Mt. View which appeared on paper to be desireable but, which has not succeeded. If the project ultimately rents at lower rates, but retains short term leases, or is leased on a weekly or even at monthly rates, it would prevent people from setting down roots of any kind and contributing to the community in a positive way. It is disturbing in this respect that residents of the project will be permitted to relocated form apartment to apartment within the complex. It is our experience that in failed or deteriorating communities certain unattractive elements will prevail. It would be, quite literally, the worst of all possible worlds for our residents that the project would result not only in failure to build the community but, moreover, contribute to is rapid erosion. Adding to all of the above are serious and unanswered questions regardinq the liability of all involved for incidents which may arise out of or from the acts of those proposed residents whose background of authorities will, as proposed, undertake the duty to examine. Clearly, there are very substantial concerns on the part of our residents relating to the project, and they are founded on economic, commercial, and sociological probabilities that appear to be commonly reported in mature communities such as st. Bernardine Plaza. We are convinced that the legitimate fears of these residents and constituents must be thoroughly addressed o o Mayor, Common Council and Redevelopment Aqency August 17, 1992 Page 4 through debate within the city council sitting in that capacity and as the redevelopment agency. Our residents are asking that occur and an open forum with free debate. Request is made that you review the proposals now in existence relating to project, and respond in a manner which will minimize the possibility that the community will experience the economic and social dislocation which it is heretofore seen. The residents of st. Bernardine Plaza have consistently been dutiful citizens and taxpayers, and, as a group, have in mind the betterment of the downtown community. They seek like-minded citizens such as you for assistance and cooperation in fulfilling the aspirations for the improvement of the community. With your help, we can help assure that the efforts of the civic-mind among us will be augmented and the qoals common to all of us reached and realized. We look forward to your response. TTA PELMAN Resident Manager . r o II~.II o . M^"Ul(D July 13, 1992 Mr. B. Gilbert Lara, Jr. Larcon Development 330 North "0" Street, Suite 110 San Bernardino, CA 92401 Dear Mr. Lara: . I was very excited to learn of your California Inn Project when I first heard about it a number of months ago. This is the type of project that will be very successful in downtown San Bernardino. The California Inn will be ideal for many of the employees of the Maruko Hotel. A great number of our employees are in entry level and mid-level positions and cannot afford a very large monthly rent payment. Your project provides monthly rents and convenience that would be ideal for these people. We at the Maruko continually have people calling and coming to our front 'desk asking for downtown space at reasonable rates. This clientele cannot afford the Maruko Hotel daily rate and would be ideal for the California Inn facilities. We would, of course, refer any of this clientele to the California Inn if we could not accommodate them at our facility. I have analyzed the architecture, interior design, and landscaping for the California Inn and believe that it will be a first-class facility. The California Inn is a type of development which will be ideal for downtown San Bernardino and will be a welcome addition to the amenities that are required in the downtown area. We look forward to the beginning of construction on the California Inn and to its successful operation. /; / Best ,regards, /J:~ ff' , ',,/ General Manager JD/bm MARUKO HOTEl & CONVENTION CENTER 295 North E Slreet San Bernardino. CA 92401 Telephone 714,381,6181 FaCSimile 714' 381.5288 CO(~ -rt;&; CENS ANALYSIS POPULATION CITY OF SAN BERNARDINO 1980 % 1990 % INC/DEC % TOTAL POPULATION 117,490 100,0% 164,164 100,0% 46,674 39.70/0 SINGLE PERSONS 15 YEARS AND OVER Male 13,887 11.8% 20,264 12,3% 6,377 45,9% Female 10,382 8,8% 15,243 9,3% 4,861 46,8% SEPARATED PERSONS Male 1,203 1 ,0% 2,373 1 .4 % 1,170 97,3% Female 2,132 1,8% 2,860 1,7% 728 34,1% WIDOWED PERSONS Male 1,209 1,0% 1,471 0,9% 262 21.7% Female 6,397 5,4% 6,742 4.1% 345 5.4% DIVORCED PERSONS Male 3,388 2.9% 5,237 3,2% 1,849 54.6% Female _.?..!Q~! 4.3% _!..!~~~ 4.8% __2.:~~~ 55.8% ------ ----- ------ TOTAL SINGLES 43,689 37.2% 62,123 37.8% 18,434 42.2% CONTRACT RENT CITY OF SAN BERNARDINO 'OF 1990 CONTRACT RENTS FROM TO UNITS % $100 198 0.8% $100 149 863 3.4% 150 199 1,189 4.6% 200 249 869 3.4% 250 299 1,324 5.2% 300 349 2,699 10.5% 350 399 3,890 15.1% 400 449 3,465 13.5% 450 499 3,538 13,8% 500 549 2,463 9,6% 550 599 1,694 6.6% 600 649 1,159 4.5% 650 699 674 2,6% 700 749 413 1.6% 750 999 622 2.4% 1,000 or more 82 0.3% 0 cash rent 554 2.2% Total' of units 25,696 MEDIAN CONTRACT RENT $422 . 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