HomeMy WebLinkAboutR06-Redevelopment Agency
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MEMORANDUM
No. 118
Jan. 1984
REDEVELOPMffiNTAGENCY
OF THE CITY OF SAN BERNARDINO, CALIFORNIA
DATE
December 18, 1986
TO
Community Development Commission
FROM
Glenda Saul, Executive Director
SUBJECT
SIMA DEVELOPMENT - RDA AGENDA ITEM #6
Attached is a substitute agreement that should be used for Item #6. At a
final negotiating meeting with the developer, a number of technical
changes were made which will be discussed by Agency Counsel. These
changes were not substantive except that the maximum amount on Page 33
and 34 was raised $15,244 to allow for a storm drain improvement that is
going to be required in the realignment of "G" Street which had been
missed by the engineers. The estimated cost is not changed because other
savings may offset this increase.
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Gl enda Saul
Executive Director
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Recording Requested by:
REDEVELOPMENT AGENCY
When Recorded Mail to:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
300 North "D" Street, Rm. 320
San Bernardino, CA 92418
DISPOSITION AND JOINT DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO, CALIFORNIA,
AND
SIMA PARTNERSHIP NUMBER ONE
A CALIFORNIA PARTNERSHIP
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REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
DISPOSITION AND JOINT DEVELOPMENT AGREEMENT
(CENTRAL CITY SOUTH PROJECT AREA)
THIS AGREEMENT is made and entered into this day
of , 19___, by and between the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a public
body corporate and politic, hereinafter called the "Agency",
and SIMA PARTNERSHIP NUMBER ONE, a California partnership,
together with its permitted successors and assigns,
hereinafter called the "Redeveloper".
RECITALS
This agreement is made with reference to the following
facts:
(a) In furtherance of the objectives of the Community
Redevelopment Law of the State of California (Health and
Safety Code of the State of California, Sections 33000 et
seq.), the Agency has undertaken a program for redevelopment
of blighted areas in the City of San Bernardino, California,
and, in this connection, pursuant to Ordinance No. 3572 of the
City of San Bernardino, California, adopted May 3, 1976, the
City and the Agency have approved and adopted the
"Redevelopment Plan". Pursuant to the provisions of the
Redevelopment Plan, the Agency and the City have undertaken
and are now carrying out the responsibility for a
redevelopment project, designated as the Central City South
Redevelopment Project, for a designated area (being
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hereinafter called the "Project Area"). The boundaries of the
Project Area are described in the Redevelopment Plan which, by
this reference, is incorporated herein and made a part hereof.
(b) That certain parcel of real property more
particularly described in Exhibit "A", attached hereto and by
this reference made a part hereof (hereinafter called the
"Property"), is located within the Project Area, and under
said Redevelopment Plan may be developed for private use.
(c) The Redeveloper had made an offer to purchase the
Property and to redevelop it, together with additional land
already owned by the Redeveloper, in accordance with the uses
specified in the Redevelopment Plan, by constructing a
commercial/industrial development ("Project").
(d) The Agency has considered all pertinent data and
analysis, including the reports of its consultants and the
reports and recommendations of its staff, and the Agency
believes that the redevelopment of the Property pursuant to
the provisions of this agreement is in the best interests of
the City and employment growth, and is in accord with the
public purposes and provisions of applicable laws and
regulations under which the Project Area is governed.
(e) Pursuant to the provisions of California Health and
Safety Code Section 33433, the Agency gave notice and held a
public hearing on , at which time the form of
the agreement for disposition and development was available
for public examination. By Resolution No. , on
, 19___, sale of the Property provided for
3
herein to Redeveloper was authorized, and the Agency approved
this agreement and determined that the method of disposition
provided for in this agreement is the most effective method
for accomplishing the objectives of the Agency.
(f) On the basis of the foregoing, and the undertakings
of the Agency and the Redeveloper under this agreement, the
Agency desires to sell and the Redeveloper desires to purchase
said Property in accordance with the provisions of the
Redevelopment Plan and this Agreement.
NOW, THEREFORE, IT IS AGREED between the parties hereto
as follows:
1. Sale of Propertv. Convevance Terms.
A. Subject to all terms, covenants, and conditions of
this agreement, the Agency agrees to convey the Property to
the Redeveloper at a total acquisition price of $448,500.00 on
the terms specified in the Undertakings and Obligations of
Agency set forth hereinafter in Exhibit "B". Under those
provisions, the purchase price will be credited against
Agency's undertakings.
B. At the time of delivery of one or more grant deeds
for the property (the "Closing"), title to the Property shall
be conveyed to the Redeveloper by grant deed substantially in
the form attached hereto as Exhibit "B", and by this reference
made a part hereof. The Agency shall prepare such deed.
C. The Redeveloper shall have the right to enter into
possession of the Property upon delivery of the grant deed
from Agency.
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D. The title to the Property conveyed by the Agency to
the Redeveloper shall be a marketable title free and clear of
all liens, encumbrances and exceptions, except as follows:
(i) The title shall be subject to the conditions
and restrictions set forth in the Declaration of Restrictions,
recorded in Book No. 9033 at Page 807 et seq., in the official
records of the County of San Bernardino (the "Declaration"),
which Declaration is incorporated herein by reference.
(ii) All of the agreements, covenants and
conditions undertaken by the Redeveloper under this agreement.
2. Obliqations of Aqencv. The Agency shall be
responsible for and complete the actions set forth in Exhibit
"B" and agrees to use its best efforts to complete them prior
to, or concurrently with, the completion of the required
actions to be taken by the Redeveloper.
3. Obliqations of Redeveloper.
A. The Redeveloper agrees to be responsible for and
complete the actions set forth in Exhibit "D" within the time
schedule set forth therein.
B. Redeveloper has submitted to Agency development
plans. The plans have been approved by the Agency, and such
plans meet the requirements of the Redevelopment Plan and the
Declaration. Any changes in plans shall require the specific
approval of the Executive Director of Agency.
C. The Project shall be constructed in accordance with
all applicable State and local building and zoning laws and
regulations and shall conform to the plans.
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D. Following Closing and until construction of the
Project has been completed, the Redeveloper agrees to make a
detailed written report every six (6) months to the Agency as
to the progress of such construction. During such period,
construction of the Project shall be subject to inspection by
representatives of the Agency.
4. Certificate of Completion.
A. After completion of the Project in accordance with
the plans, as amended by any changes approved pursuant to
Section 3B hereinabove, the Agency will promptly furnish the
Redeveloper with a Certificate of Completion substantially in
the form of Exhibit "E" hereto (the .Certificate"). The
Certificate shall be conclusive determination of satisfactory
termination of the agreements and covenants of this agreement
and the grant deed(s), with respect to the obligation of the
Redeveloper, provided that the Certificate shall not
constitute evidence of compliance with, or satisfaction of,
any obligation of the Redeveloper to any holder of any
mortgage, securing money loaned to finance the improvement, or
any part thereof. If the Project is developed in phases, with
approval of the Agency, a partial Certificate of Completion
shall be given upon completion of any such phase; such
Certificate shall be applicable only to such phase.
B. The Certificate provided for in this Section shall be
in such form as will enable it to be recorded with the County
Recorder of San Bernardino County. If the Agency shall refuse
or fail to provide the certification in accordance with the
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provisions of this Section, the Agency shall, within fifteen
(15) days after written request by the Redeveloper, provide
the Redeveloper with a written statement indicating in detail
in what respects the Redeveloper has failed to complete the
improvements in accordance with the plans or is otherwise in
default under this agreement and what measures or acts will be
necessary, in the opinion of the Agency, for the Redeveloper
to take or perform in order to obtain the Certificate. Upon
Redeveloper's correction of the deficiencies noted in such
letter, the Agency shall promptly furnish the Certificate.
5. Maintenance.
A. The Redeveloper agrees that the Redeveloper shall, to
the Agency's reasonable satisfaction, properly maintain the
parking areas and landscaped areas and parkways on the
Property as shown on the plans, as approved by the Agency, and
required by the conditions and restrictions of the
Declaration.
B. In the event Redeveloper fails to perform the
maintenance as provided herein, Agency shall give notice to
Redeveloper of its alleged failures, and detail the corrective
steps to be taken. Redeveloper shall have the right to be
heard by the Community Development Commission if it requests a
hearing within ten (10) days after receipt of notice.
Redeveloper shall have thirty (30) days to correct any
deficiency, unless a longer time is granted at a hearing.
After that time, the City and/or the Agency shall have the
right to enter the Property and undertake, or cause to be
7
undertaken, the maintenance activities detailed in the notice
provided for herein. In such event, Redeveloper shall be
liable for and reimburse the City and/or the Agency for all
reasonable sums incurred by it for such maintenance
activities. This right of entry and the right to correct and
be reimbursed shall be Agency's only remedy for any alleged
breach of this provision. The rights and obligations of
Redeveloper run with the land; Redeveloper shall include these
requirements in its Covenants, Conditions and Restrictions, if
and when it sells any portion of the land.
6. Restrictions on Use. The Redeveloper agrees that it
shall:
A. Devote the Property to, and only to and in accordance
with, the uses permitted by the Redevelopment Plan. The terms
Ruses permitted by the Redevelopment Plan" and "land useR
referring to provisions of the Redevelopment Plan, or similar
language in this agreement, shall apply to the Property and
all buildings and uses thereon.
B. Not discriminate upon the basis of race, sex, marital
status, color, creed, religion, physical handicap, national
origin or ancestry in the sale, lease, sublease, rental, or
transfer or in the use, occupancy, tenure, or enjoyment of the
Property or any improvements erected or to be erected thereon,
or any part thereof, nor shall the Redeveloper 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
8
occupancy of tenants, lessees, subtenants, sublessees, or
vendees of the Property, or any part thereof.
7. Aqencv Riqhts to Enforce. In amplification, and not
in restriction of the provisions of the preceding Section, it
is intended and agreed that the Agency and its successors and
assigns shall be deemed beneficiaries of the agreements and
covenants provided in Sections 5 and 6 hereof, both for and in
their or its own right, and also for the purposes of
protecting the interests of the community and other parties,
public or private, in whose favor or for whose benefit such
agreements and covenants have been provided. Only the Agency
shall have the right to maintain actions based on the terms of
Sections 5 and 6. This agreement is not intended to create in
any other party the right to enforce this agreement. The
agreements and covenants of Sections 5 and 6 shall run in
favor of the Agency, for the entire period during which such
agreements and covenants shall be in force and effect, without
regard to whether the Agency has at any time been, remains, or
becomes an owner of any land or interest therein to which, or
in favor of which, such agreements and covenants relate.
Only the Agency shall have the right, in the event of any
breach of any such agreement or covenant, to exercise all of
the rights and remedies, subject to the notice and cure
provisions of Section 11 of this agreement, and to maintain
any actions or suits at law or in equity or other proper
proceedings to enforce the curing of such breach of agreement
or covenant, to which it or any other beneficiaries of such
9
agreement or covenant may be entitled. Any leases made by the
Redeveloper covering the subject Property shall give notice of
applicable restrictions, covenants and conditions set forth in
Sections 5 and 6 of this agreement. The Redeveloper and the
Agency agree to cooperate in enforcing such restrictions,
covenants and conditions.
8. Equal Emolovment Oooortunitv. The Redeveloper agrees
that during the construction of the Project:
A. The Redeveloper shall not discriminate against any
employee or applicant for employment because of race, sex,
marital status, color, creed, religion, physical handicap,
national origin or ancestry. The Redeveloper shall take the
necessary affirmative action to ensure that applicants are
employed and that employees are treated during employment
without regard to their race, sex, marital status, color,
creed, religion, physical handicap, national origin or
ancestry. Such affirmative action concerning equal employment
opportunities shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination,
rates of payor other forms of compensation, and selection for
training, including apprenticeship. The Redeveloper agrees to
post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the
Agency setting forth the provisions of the nondiscrimination
clause.
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B. The Redeveloper shall, in all solicitations or
advertisements for employees in the construction phase placed
by or on behalf of the Redeveloper, state that all qualified
applicants will receive consideration for employment without
regard to race, sex, marital status, color, creed, religion,
physical handicap, national origin or ancestry.
C. The Redeveloper shall comply with all applicable
local, State and Federal laws and regulations relating to
equal employment opportunity.
D. In the event of the Redeveloper's noncompliance with
the nondiscrimination clause of this Section, or with any of
said laws, rules or regulations, the Agency shall, after
compliance with the notice and cure provisions of Section 11
herein, have the right to compel full compliance through an
action for specific performance of this Agreement.
E. The Redeveloper shall include notice of the
provisions of subdivisions (a) through (c) of this Section in
every construction contract, and shall require the inclusion
of notice of these provisions in every construction
subcontract entered into by any of its contractors, unless
exempted by the applicable laws, rules or regulations and such
provisions shall be binding upon each such contractor,
subcontractor, or vendor, as the case may be. The Redeveloper
shall take such action with respect to any construction
contract or subcontract, as the Agency may direct, as a means
of enforcing such provisions, including sanctions for
noncompliance, provided, however, that in the event the
11
Redeveloper becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such
direction by the Agency, the Redeveloper may require the
Agency to enter into such litigation to protect its interest,
and Agency will undertake the defense of both Redeveloper and
the Agency, or excuse Redeveloper from further obligation
hereunder.
9. Prohibition Aqainst Assiqnment and Transfer.
A. Representations as to the Redevelopment: The
Redeveloper represents and agrees that the Property acquired
hereunder, and Redeveloper's other undertakings pursuant to
this agreement, are and will be used for the purpose of
redevelopment of the Property in accordance with this
agreement and not for speculation in landholding or in
"packaging" a development for sale to and eventual
construction by another entity. Redeveloper represents that
it, in its present form and with its present principals, will
accomplish this Project. The Redeveloper further recognizes:
(1) the importance of the redevelopment of the
property to the general welfare of the community;
(2) that the qualifications and identity of the
Redeveloper are of particular concern to the community and the
Agency, and that this sale is founded upon the particular
qualifications of the principals presently comprising the firm
identified as the "Redeveloper", who have been disclosed to
the Agency in the offer to purchase and other allied documents
heretofore filed by Redeveloper with the Agency.
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B. Prohibition Against Transfer of Property and
Assignment of Agreement or interest in Redeveloper prior to
completion of the Project:
(1) The Redeveloper represents and agrees for
itself, and its successors and assigns that except only by way
of security for, and only for (i) the purpose of obtaining
financing necessary to enable the Redeveloper to perform its
obligations with respect to constructing, owning and operating
the Project under this agreement, and (ii) any other purposes
authorized by this agreement, the Redeveloper (except as so
authorized) has not made or created, and that it will not,
prior to the completion of the Project and receipt of the
Certificate, make or create, or suffer to be made or created,
any total or partial sale, assignment, or conveyance, or grant
any trust or power, or transfer in any other mode or form with
respect to, this agreement or the Property or in the entity of
the Redeveloper, or any part thereof or any interest therein,
or enter into any contract or agreement to do any of the same,
without the prior written approval of the Agency. No transfer
or combinations of transfers of any interest greater than ten
(10%) percent in total in the entity comprising the
Redeveloper to any person or entity not already a partner in
the Redeveloper shall be made without notice to the Agency and
written consent of the Agency. The restrictions of this
provision shall terminate upon recording of the
Certificate(s). Prior to the issuance of the Certificate, the
Redeveloper may nevertheless enter into any lease of office
13
buildings, facilities, or suites with respect to the Project,
in the ordinary course of business.
(2) The Agency shall be entitled to require, except
as otherwise provided in this agreement, as conditions to any
such approval required for a sale, assignment, transfer or
grant under the preceding paragraph prior to the recordation
of the Certificate, that:
(a) Any proposed transferee shall have the
qualifications and financial responsibility, as determined by
the Agency, necessary and adequate to fulfill the obligations
undertaken in the agreement by the Redeveloper (or, in the
event the transfer is of, or relates to, part of the Property,
such obligations to the extent that they relate to such part).
(b) Any proposed transferee, by instrument in
wr iting satisfactory to the Agency and ,in recordable form,
shall, for itself and its successors and assigns, and
expressly for the benefit of the Agency, have expressly
assumed all of the obligations of the Redeveloper under this
agreement and agreed to be subject to all the conditions and
restrictions to which the Redeveloper is subject (or, in the
event the transfer is of, or relates to, part of the Property,
such obligations, conditions, and restrictions to the extent
that they relate to such part); provided that, if any
transferee of, or any other successor in interest whatsoever
to, the Property, or any part thereof shall not have assumed
such obligations or so agreed, that fact shall not (unless and
only to the extent otherwise specifically provided in this
14
agreement or agreed to in writing by the Agency) relieve or
excuse such transferee or successor of or from such
obligations, conditions, or restrictions, or deprive or limit
the Agency of, or with respect to, any rights or remedies or
controls with respect to the Property or the construction of
the Project. Redeveloper shall also remain fully liable
hereunder unless specifically excused by agreement of the
Agency in writing. It is the intent of this subsection,
together with other provisions of this agreement, that (to the
fullest extent permitted by law and equity and excepting only
in the manner and to the extent specifically provided
otherwise in this agreement) no transfer of or change with
respect to ownership in the Property or any part thereof, or
any interest therein, or if any interest in the entity of
Redeveloper totalling more than ten (10%) percent ownership
interest, however consummated or occurring, and whether
voluntary or involuntary, shall operate legally or
practically, to deprive or limit the Agency of, or with
respect to, any rights or remedies or controls provided in, or
resulting from, this agreement with respect to the Property
and the construction of the Project that the Agency would have
had, had there been no such transfer or change.
(c) Redeveloper shall submit to the Agency for
review all instruments and other legal documents involved in
effecting any such proposed transfer subject to the Agency's
approval; and if approved by the Agency, its approval shall be
indicated to the Redeveloper in writing. If a proposed
15
transfer is disapproved by the Agency, its reasons shall be
clearly stated in writing to the Redeveloper. Agency agrees
to act within thirty (30) days and without delay on any
request to approve a transfer by Redeveloper.
(d) The consideration payable for the transfer
by the transferee, or on its behalf, shall not exceed an
amount representing the actual cost (including carrying
charges and all sums allocated herein for losses incurred by
Redeveloper as a result of its delay in construction and
revamping of plans necessitated by the Central City South
Study) to the Redeveloper of the Property (or allocable to the
part thereof or interest therein transferred) and the
improvements, if any, theretofore made thereon by it, it being
the intent of this provision to preclude assignment of this
agreement or transfer of the Property (or any parts thereof
other than those referred to in this Section 10 (relating to
security for financing), for profit prior to the completion of
the Project and to provide that, in the event any such
assignment or transfer is made (and is not canceled), the
Agency shall be entitled to increase the purchase price to the
Redeveloper by the amount that the consideration payable for
the assignment or transfer is in excess of the amount that may
be authorized pursuant to this subdivision. Such
consideration received by Redeveloper in any form whatever
shall, to the extent it is in excess of the amount so
authorized, belong to, and shall forthwith be paid to, the
Agency.
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(e) Nothing in this agreement shall preclude
Redeveloper from conveying the Property in trust, or
otherwise, as security for a bona fide construction loan or
bona fide long term financing.
10. Default Prior to Conveyance. In the event that,
prior to Closing and in violation of this agreement, (i) the
Redeveloper assigns or attempts to assign this agreement or
any rights therein or in the Property, or (ii) the Redeveloper
fails to submit its deeds, dully executed, into escrow, and
close escrow by the date specified in Exhibit "D", and take
title to the Property upon tender of conveyance by the Agency
pursuant to this agreement, then this agreement, any rights of
the Redeveloper, or any assignee or transferee in this
agreement, or rights arising from this agreement, with respect
to the Property, and the down payments heretofore deposited by
Redeveloper or its predecessor in interest, shall, at the
option of the Agency, be terminated by the Agency. Upon such
termination, neither the Redeveloper (or assignee or
transferee) nor the Agency shall have any further rights
against or liability to the other under this agreement.
11. Default bv Redeveloper Subsequent to Closinq.
A. Any of the following circumstances shall constitute
an event of default:
(1) The Redeveloper (or successor in interest)
shall default in, or violate, its obligations with respect to
the construction of the project (including the nature and the
dates for the beginning and completion thereof), or shall
17
abandon or substantially suspend construction work for thirty
(30) or more consecutive days, (delays caused by act of God,
strikes or other causes clearly beyond Redeveloper's control
being excepted) or
(2) The Redeveloper (or successor in interest)
shall fail to pay real estate taxes or assessments on the
Property or any part thereof when due, or shall place thereon
any encumbrance or lien not authorized by this agreement, or
shall suffer any levy or attachment to be made, or any
materialmen's or mechanic's lien or any other unauthorized
encumbrance or lien to attach, and such taxes or assessments
shall not have been paid, or the encumbrance or lien removed
or discharged, or provision satisfactory to the Agency made
for such payment, removal or discharge, within thirty (30)
days after written demand by the Agency so to do; provided,
however, the Redeveloper shall have the right to contest, in
good faith, by appropriate proceedings, any such lien or
encumbrance, and to substitute an appropriate bond in lieu of
the payment, removal, or discharge of such lien or
encumbrance; or
(3) There is, in violation of this agreement, any
transfer of the Property, or of the ownership of Redeveloper's
business entity or any part thereof.
B. Upon the occurrence of any such event of default, the
Agency shall give written notice to the Redeveloper and
concurrently to the holder of any first lien financing on the
Project which has requested the Agency to provide such notice
18
(the "Lender"). The notice shall detail any allegations of a
condition of default and shall not be effective against
Redeveloper unless Lender has also been notified. Redeveloper
or the Lender shall be entitled to a hearing before the
Community Development Commission as to the existence of a
default, or as to the steps to be taken to cure any default,
provided that request for such hearing is made within twenty
(20) days after receipt of the notice herein provided for. If
no such hearing is requested, or if after the hearing, the
Community Development Commission determines an event of
default to have occurred, the Redeveloper or Lender shall have
ninety (90) days within which to cure the default. The ninety
day period shall be extended, as necessary, if Lender
commences foreclosure on the Project during such period, as
set forth in the next paragraph.
If Redeveloper fails to cure the default as provided
above, or is otherwise in default under the mortgage loan made
by Lender (the "Mortgage Loan"), Lender may declare a default
thereunder, accelerate the debt and enforce its rights against
the Property. In such event, provided that Lender proceeds to
enforce its rights diligently in accordance with the Mortgage
Loan documents Agency shall: (i) hold in abeyance any
enforcement proceedings of its own, particularly refraining
from any act to take possession of the Property or to cause a
reversion of Redeveloper's title, and (ii) permit Lender to
exercise its rights over the Property, to foreclose and sell,
or to acquire by deed in lieu of foreclosure and resell, the
19
Property, provided that any sale or re-sale of the Property
shall be subject to the covenants and unsatisfied obligations
of Redeveloper under this agreement and grant deed(s).
If the default is not cured as set forth in the preceding
two paragraphs, the Agency shall have the right to reenter and
take possession of the Property and to terminate (and revest
in the Agency) the estate conveyed by the deed(s) to the
Redeveloper. It is the intent of this subsection, together
with the other provisions of this agreement, that the
conveyance of the Property to the Redeveloper shall be made
upon, and that the deed(s) shall contain a condition
subsequent to the effect that, upon an event of default by the
Redeveloper specified in clauses (1), (2), and (3) of this
subsection A above (and only for such events of default), the
Agency at its option and subject to the rights of Lender,
above, may declare a termination in favor of the Agency of the
title, and of all the rights and interest in the Property
conveyed by the deed(s) to the Redeveloper, provided only that
it has given the specified notices and opportunities to cure,
and the default has not been cured within the time alloted
therefor.
Such a termination of title in favor of the Agency shall
be effected by the Agency recording in the office of the
County Recorder of San Bernardino County a written Declaration
of Termination referring to the deed(s) by which the Property
was conveyed to the Redeveloper. Thereupon, the said deed(s)
and conveyance shall become null and void, and all interest
20
~.. ..~
thereby conveyed shall forthwith and without further notice to
the Redeveloper become forfeited and shall revert to the
Agency. The condition subsequent and any revesting of title
as a result thereof in the Agency is and shall always be
subject to and limited by, and shall not defeat, render
invalid, or limit in any way (i) the lien of any mortgage or
deed of trust for construction or long term loan financing
authorized by this agreement and executed for the purpose of
obtaining funds to acquire and/or develop the Property, and
(ii) any rights or interests provided in this agreement for
the protection of the holders of such mortgages or deed of
trust.
C. After full compliance with the notice and cure
provisions contained herein (including the rights granted to
Lender), the Agency shall have the right to institute such
actions or proceedings as it may deem desirable for
effectuating the purposes of this Section 11, in addition to
the right to execute and record or file with the County
Recorder of San Bernardino County a written Declaration of
Termination of all rights and title of the Redeveloper, in the
Property and the revesting of title thereto in the Agency, as
set forth above. It is further provided that any delay by the
Agency in instituting or prosecuting any such actions or
proceedings or otherwise asserting its rights under this
Section 11 shall not operate as a waiver of such rights or to
deprive it of, or limit, such rights in any way (it being the
intent of this provision that the Agency should not be
21
constrained, so as to avoid the risk of being deprived of, or
limited in, the exercise of the remedy provided in this
Section because of, concepts of waiver, laches, or otherwise,
to exercise such remedy at a time when it may still hope
otherwise to resolve the problems created by the default
involved), nor shall any waiver in fact made by the Agency
with respect to any specific default by the Redeveloper under
this Section be considered or treated as a waiver of the
rights of the Agency with respect to any other defaults by the
Redeveloper under this Section or with respect to the
particular default, except to the extent specifically waived.
D. In the event that title to the Property shall revest
in the Agency in accordance with the provisions of this
Section 11, the Agency shall, pursuant to its responsibilities
under the Community Redevelopment Law, use its best efforts to
resell the Property (subject to such mortgage liens as
provided in Subsection B of this Section) as soon and in such
manner as the Agency shall find feasible and consistent with
the objectives of such law, and of the Redevelopment Plan as
hereafter amended from time to time, to a qualified and
responsible party or parties (as determined by the Agency) who
will assume the obligation of making or completing the
improvements or such other improvements in their stead as
shall be satisfactory to the Agency and in accordance with the
uses specified in the Redevelopment Plan, as hereafter amended
from time to time. Upon such resale of the Property, the
proceeds thereof shall be applied:
22
First: To reimburse the Agency, on its own behalf or on
behalf of the City, for all costs and expenses incurred by the
Agency, including, but not limited to, real estate broker
commissions, if any, paid by the Agency, attorneys fees and
salaries of personnel, in connection with the sale and
recapture, management and resale of the Property (but less any
income derived by the Agency from the Property in connection
with such management), all taxes and assessments with respect
to the Property (or, in the event the Property is exempt from
taxation or assessment during the period of ownership thereof
by the Agency, an amount equal to such taxes and assessments,
or charges (as determined by proper assessing officials) as
would have been payable if the Property were not so exempt),
and payments made or necessary to be made to discharge any
encumbrances or liens existing on the Property at the time of
revesting of title thereto in the Agency or to discharge or
prevent from attaching or being made any subsequent
encumbrances or liens due to obligations, defaults, or acts of
the Redeveloper, its successors or transferees, and
expenditures made or obligations incurred with respect to the
making or completion of the improvements or any part thereof
on the Property~ and any amounts otherwise owing the Agency by
the Redeveloper and its successors or transferees. Agency
shall not unreasonably delay any such resale, and shall give
to any Lender notice of the terms of any sale thereof as
reported for approval to the Community Development Commission,
unless the Lender had previously been paid in full or waived
any further rights to the property.
23
Second: To reimburse the Redeveloper, its successors or
transferees up to the amount equal to (i) the sum of the
purchase price paid by it for the Property and the cash
actually invested by it in making any of the improvements on
the Property less (ii) any gains or income withdrawn or made
by it from this agreement or the Property.
Third: Any excess remaining shall be retained by the
Agency.
12. Default bv Aqencv Subsequent to Closinq. In the
event that the Agency fails to comply with each and every
condition hereinabove set forth, with the exception of those
conditions which are to be performed by the Redeveloper, the
Redeveloper or Lender may initiate an action to compel the
Agency to perform its obligations and to seek judicial or
equitable relief for the Agency's failure to perform,
including compensation for damages suffered by Redeveloper or
Lender.
13. Cumulative Remedies: Waivers.
The rights and remedies of the parties to this agreement
shall be cumulative, and the exercise by either party of any
one or more of such remedies shall not preclude the exercise
by it, at the same or different times, of any other such
remedies for any other default or breach by the other party.
No waiver by either party with respect to the performance, or
manner, or time thereof, or any obligation of the other party
or any condition to its own obligation under this agreement,
shall be considered a waiver of any rights of the party making
24
the waiver with respect to the particular obligation of the
other party or condition to its own obligation beyond those
expressly waived and to the extent thereof. No such waiver
shall in any respect affect any other rights of the party
making the waiver or any other obligations of the other party.
14. Aqencv Emolovees. Members. No member, official, or
employee of the Agency shall have any financial interest,
direct or indirect, in this agreement or in the Property, nor
shall any such member, official, or employee participate in
any decision relating to this agreement or to the Property,
which affects his financial interests or the interests of any
corporation, partnership, or association in which he is,
directly or indirectly, interested. No member, official, or
employee of the Agency shall be personally liable to the
Redeveloper or any successor in interest in the event of any
default or breach by the Agency or for any amount which may
become due to the Redeveloper or successor or on any
obligations under the terms of this agreement.
15. Minimum and prevailinq Waqe Rates for Laborers and
Mechanics for Public Works Portion of Proiect. As to any and
all parts of the Project constituting .public works" as
defined by California Labor Code Section 1720, all laborers
and mechanics employed upon the work covered by this contract
shall be paid unconditionally fully as required by state law,
and without subsequent deduction or rebate on any account
(except such payroll deductions as are made mandatory by law
and such other payroll deductions as are permitted by the
25
applicable regulations issued by the Director of Industrial
Relations, California Department of Labor), the full amounts
due at time of payment computed at wage rates not less than
those contained in the wage determination decision of said
Director of Industrial Relations, applicable to the San
Bernardino area, plus all fringe benefits payable under any
contract between an employer and unions representing
comparable trades in the area, regardless of any contractual
relationship which may be alleged to exist between the
Contractor or any subcontractor and such laborers and
mechanics. Redeveloper shall require its contractors and
subcontractors to comply with all provisions of this
paragraph. Redeveloper further agrees that this paragraph
shall inure to the benefit of the Agency and all laborers and
mechanics employed upon the "public works. covered by this
contract as third party beneficiaries and that the Agency or
any aggrieved employee may file an action in any court of
competent jurisdiction against the Redeveloper or any of its
contractors or subcontractors for the recovery of the
difference between the wage rates actually paid and the wage
rates legally required to be paid under the provisions of this
section and any applicable regulations, statutes and laws, and
further agrees to pay reasonable attorney fees and court costs
if the Agency or employee prevails. Upon request from Agency,
Redeveloper, its contractors and subcontractors shall provide
to Agency certified payrolls, and shall make its and their
books and records available for inspection and audit as to
26
compliance with this paragraph at some location within the
City of San Bernardino upon ten (10) days' notice in writing
to Redeveloper. This paragraph shall apply only to .public
works," as defined.
16. Attornevs Fees. Redeveloper agrees if any action is
brought against Redeveloper for breach of any of the covenants
or conditions of this agreement to pay reasonable attorneys
fees and court costs.
17. Notice. Any notice, demand or request required or
permitted to be given by either party to the other shall be
given by certified mail, return receipt requested, postage
prepaid, addressed as follows (or to such other notice address
as any party may have furnished to the other in writing):
AGENCY:
REDEVELOPER:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
300 North .D" Street, Rm. 320
San Bernardino, CA 92418
SIMA PARTNERSHIP
c/o S & A Properties
Attn: Alan Fainbarg
890 W. Baker Street, 1200
Costa Mesa, CA 92626
18. MerQer. None of the provisions of this agreement
are intended to or shall be merged by reason of any deed(s)
transferring title to the Property from the Agency to the
Redeveloper or any successor in interest, and any such deed(s)
shall not be deemed to affect or impair the provisions and
covenants of this agreement.
19. Riqht to Modifv. Terminate. Amend. This agreement
may be terminated, extended, modified or amended as to all of
the Property or any part thereof, for which a Certificate of
Compliance has not been issued, upon the mutual written
27
agreement of the Agency and Redeveloper, but only upon the
prior written consent of Lender. No such termination,
extension, modification or amendment shall be effective until
a written instrument setting forth the terms of the same has
been executed, acknowledged and recorded in the Office of the
Recorder of San Bernardino, California.
20. Time is of the Very Essence. Agency and Redeveloper
shall have every right to exercise their respective options
upon any breach of time constraints whatever. All parties
recognize that time is of the very essence of this agreement.
21. Lender as Beneficiarv Hereunder: Additional Riqhts
of Lender. Redeveloper and Agency agree and intend that
Lender is to be a beneficiary of certain provisions of this
Agreement, and that Lender shall have the rights provided in
this agreement to the extent set forth herein, notwithstanding
that it is not a signatory party hereunder.
In addition to the rights granted to Lender under Section
11 for notice of events of default by Redeveloper, and rights
given to Lender to effect a cure or enforce its remedies under
the Mortgage Loan, Redeveloper and Agency agree that, as under
Section 11: (1) Agency shall give Lender notice of any
default of Redeveloper under the agreement or the grant
deed(s), whether or not such defaults are events of default
under Section 11; and (ii) Lender shall have the same grace
periods and rights to cure or enforce the Mortgage on such
defaults, as it has for events of default under Section 11.
28
,
22. Validity Continqencv. This agreement shall not
become effective for any purpose unless the original, duly
executed by the Redeveloper, is returned and received by the
Agency within ten (10) days from the receipt thereof by the
Redeveloper.
23. Execution. This agreement may be executed in
several counterparts, each of which shall be deemed to be an
original and such counterparts shall constitute one and the
same instrument.
EXECUTED at
, California, this
day of
, 19 .
AGENCY:
REDEVELOPER:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
SIMA PARTNERSHIP NUMBER ONE
A California Partnership
By
By
Chairman
A General Partner
By
By
Secretary
Approved as to form:
AGENCY COUNSEL
By
29
ACKNOWLEDGMENTS
30
.
EXHIBIT "A"
DESCRIPTION OF PROPERTY
The following described real property in the City of San
Bernardino, County of San Bernardino, State of California:
That portion of Lot 10, Block 11, Rancho San Bernardino, in
the City of San Bernardino, County of San Bernardino, State of
California, as per Map recorded in Book 7 Page 2 of Maps, in
the office of the County Recorder of said county, described as
follows:
Beginning at a point on the south line of said Lot 10, 200.00
feet west of the southeast corner of said Lot 10, thence north
o degrees 42 minutes 38 seconds west and parallel with the
east line of said east line of said Lot 10 a distance of
298.80 feet; thence south 89 degrees 16 minutes 52 seconds
west and parallel with the south line of said Lot 10 a
distance of 336.02 feet mor or less to the east line of "G"
Street, as described in the Notice of Action recorded December
30, 1939 in Book 1408 Page 106 of Official Records of said
county; thence south 37 degrees 15 minutes 08 seconds east
along the northeasterly line of "G" Street 371.99 feet more or
less to the south line of Lot 10, thence north 89 degrees 16
minutes 52 seconds east along the south line of said Lot 10 a
distance of 114.48 feet more or less to the point of
beginning.
Excepting therefrom, however, those parts thereof required for
highway right-of-way for the realignment of "G" Street at and
immediately northerly from its intersection with Mill Street.
The exact legal description of the property is to be
determined by survey.
31
EXHIBIT "B"
UNDERTAKINGS AND OBLIGATIONS OF AGENCY
The Agency agrees and undertakes to do the following:
1. Convey by grant deed to Redeveloper the property
described in Exhibit "A", for the sum of $448,500. The
purchase price shall be deducted from the obligations owned by
Agency to Redeveloper as specified hereinbelow, and no cash
shall change hands as to this purchase price. Agency will
deliver a grant deed through escrow.
2. Agency will reimburse Redeveloper for losses
sustained by Redeveloper in not continuing to conclusion with
its approved development on the site immediately north of the
property to be conveyed, which losses were sustained by
Redeveloper agreeing to suspend construction of its then-
approved project while plans for a Central City South Overlay
Zone and realignment of "G" Street were being finalized. The
parties agree that Redeveloper should be reimbursed by Agency
for $376,919 in losses so encountered by Redeveloper,
consisting of $237,669 in expenses incurred and rendered
valueless, including the following: architect fees (Orange);
engineer fees (Brown and Mullins); construction supervision
(Delgado); on-site construction; building permits; real estate
taxes; insurance; registrar fees; remarketing fees; trustee
fee; and letter of credit fee. In addition, the loss of a
beneficial construction contract and land carry costs have
been compromised to a sum of $139,250. All such identified
losses total $376,919, which agency agrees to pay Redeveloper.
32
3. Agency shall accept from Redeveloper a grant deed to
that part of certain property presently owned by Redeveloper
needed for the realignment of "G" Street right-of-way, which
land Redeveloper will sell to Agency for $128,000.
4. Agency's obligation under items 2 and 3 above, total
$504,919. Of that, $448,500 will offset the purchase price
provided for in Item 1 above, and the remaining $56,919 will
be paid by the Agency by delivery of a promissory note to be
paid over a period not to exceed five years from tax increment
as it flows from Redeveloper's project, and bearing interest
at the rate of 7.5%.
5. In addition, Agency recognizes that certain other
costs, not definitely ascertainable at the time of execution
of this agreement, will be sustained by Redeveloper, including
possible costs of undergrounding earlier deposited with
Southern California Edison Company, landscape design costs
expended, some part of which may yet be salvaged, and grading
costs expended, some part of which may yet be salvaged.
Agency agrees to pay such costs, on the same basis as for the
$56,919 specified above, by adding such amount to the
promissory note to be executed, at such time as the costs are
fully identified and agreed upon. The total additional costs
to be so added to the promissory note are estimated at
$72,611, but shall not exceed $112,044. In the event the
parties are unable to agree upon the amount to be so added,
the matter shall be submitted to an arbitrator, mutually
agreed upon, whose decision shall be final as to the amount to
33
be so added, but not in excess of $96,800 in any event. The
arbitrator shall also determine which party shall pay the
costs of the arbitration, or the apportionment thereof among
the parties.
6. Agency waives the right to exercise eminent domain as
to the property so long as it is owned by Redeveloper.
7. In the event Redeveloper is delayed by an act of God,
strike, or other causes clearly beyond the control of
Redeveloper, Agency agrees to negotiate reasonable extensions
of times for performance specified in Exhibit D, provided
Redeveloper notifies Agency in writing of the delay within
thirty days of its first occurrence.
34
EXHIBIT "CO
GRANT DEED
(Subject to Conditions Subsequent)
The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, a public corporation, hereinafter called the
Grantor, in consideration of the sum of FOUR HUNDRED FORTY-
EIGHT THOUSAND FIVE HUNDRED DOLLARS ($448,500), to be paid by
SIMA PARTNERSHIP NUMBER ONE, a California partnership,
hereinafter called Grantee, pursuant to a Disposition and
Joint Development Agreement between Grantor and Grantee, dated
December ___, 1986, (the "Agreement") and in further
consideration of the covenants and conditions herein contained
and to be kept and performed by the Grantee, does hereby grant
and convey to the Grantee, its successors and assigns, in fee
simple, all that real property in the City of San Bernardino,
County of San Bernardino, State of California, described in
Exhibit "A" attached hereto.
Grantor and Grantee agree that, other than with respect
to the foregoing granting provisions of this Deed, if there
exists any conflict between the provisions hereof and the
Agreement, the terms and conditions of the Agreement shall
control.
The Grantee does hereby acknowledge receipt of a copy of
the Redevelopment Plan for the Central City South
Redevelopment Project, approved by Ordinance No. 3572 of the
City of San Bernardino, which Ordinance was adopted, May 3,
35
1976, which is hereinafter referred to as the "Redevelopment
Plan", said Redevelopment Plan containing as a part thereof
that certain Declaration of Restrictions which became
effective under said Ordinance and which is hereinafter
referred to as the "Restrictions".
The Grantee, for itself, its successors and assigns, does
hereby covenant and agree with, and for the benefit of, the
Grantor, its successors and assigns, as follows:
1. Grantee, its successors and assigns, will hold,
occupy and use the aforesaid real property subject to and in
accordance with all the terms, conditions, limitations,
restrictions, requirements and covenants set forth in the
Redevelopment Plan and the Restrictions as in effect on the
date of this Deed. Said terms, conditions, limitations,
restrictions and covenants "running with the land" and shall
be binding for the benefit and in favor of, and be
enforceable by, the Grantor, its successors and assigns, the
City of San Bernardino, and any successor in interest to the
Grantee of the Property or any part thereof.
2. (a) The Grantee herein covenants by and for
itself, its successors and assigns, and every successor in
interest to the Property, or any part thereof" and all
persons claiming under or through them, that the Grantee, and
such successors and assigns, shall
(1) Devote the Property to uses consistent
with the purposes of the Redevelopment Plan.
36
(2) Not discriminate upon the basis of race,
sex, marital status, color, creed, religion, physical
handicap, national origin, ancestry, age or handicapped status
in the sale, lease, sublease, rental or transfer or in the
use, occupancy, tenure or enjoyment of the Property or any
improvement erected or to be erected thereon, or any part
thereof, nor shall the Grantee himself or any person claiming
under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the property,
or any part thereof.
(3) Properly maintain the parking areas,
landscaped areas and parkways on the Property, and that, if
Grantee fails to remedy any failure after thirty (30) days
notice from Grantor or the City of San Bernardino (the
"City"), Grantor or City shall have the right to enter the
Property, and undertake or cause to be undertaken such
maintenance activities. In such event, Grantee, its
successors or assigns, shall reimburse City or Grantor for all
reasonable sums incurred for such maintenance activities.
(b) The foregoing agreements and covenants, as set
forth in subdivision (a) of Section 2 of this Deed, shall be
covenants running with the land, and they shall in any event,
without regard to technical classification or designation,
legal or otherwise, and except only as otherwise specifically
provided in this Deed, be binding to the fullest extent
37
.
permitted by law and equity, for the benefit and in favor of,
and be enforceable by the Grantor, its successors and assigns,
the City, and every successor in interest to the Property, or
any part thereof or any interest therein, and any party in
possession or occupancy of the Property or any part thereof.
It is further intended and agreed that the agreement and
covenant provided in subsection (1) of subdivision (a) of
Section 2 of this Deed shall remain in effect for a period of
forty-five (45) years from the date upon which said Ordinance
became effective, at which time such agreement and covenant
shall terminate, and that the agreement and covenant provided
in subsection (2) of subdivision (a) of Section 2 hereof shall
remain in effect without limitation as to time; provided that
such agreements and covenants shall be binding on the
Redeveloper itself, each successor in interest to the
Property, and every part thereof, and each party in possession
or occupancy, respectively, only for such period as such
successor or party shall have title to, or an interest in or
possession or occupancy of, the Property or part thereof. The
term "uses specified in the Redevelopment Plan" and "land use"
referring to provisions of the Redevelopment Plan, or similar
language, in the agreement shall include the land and all
buildings, housing, and other requirements or restrictions of
the Redevelopment Plan pertaining to such land.
3. In amplification and not in restriction of, the
provisions of Section 2, hereof, it is intended and agreed
that the Grantor and its successors and assigns shall be
38
.
deemed beneficiaries of the agreements and covenants provided
in said Section 2 hereof, both for and in their or its own
right and also for the purpose of protecting the interests of
the City and other parties, public or private, in whose favor
or for whose benefit such agreements and covenants have been
provided. This Deed creates no cause of action enforceable by
any person or party other than the Grantor or the City of San
Bernardino. Such agreements and covenants shall run in favor
of the Grantor, for the entire period during which such
agreements and covenants shall be in force and effect, without
regard to whether the Grantor has at any time been, remains,
or is an owner of any land or interest therein, or in favor of
which, such agreements and covenants relate. The Grantor
shall have the right, in the event of any breach of any such
agreement or covenant, to exercise all the rights and
remedies, and to maintain any actions or suits at law or in
equity or other proper proceedings to enforce the curing of
such breach of agreement or covenant, to which it or any other
beneficiaries of such agreement or covenant may be entitled,
subject to the notice and cure provisions of the Agreement.
(THIS DEED IS GIVEN SUBJECT TO A CONDITION SUBSEQUENT, AS
FOLLOWS:)
4. In the event Grantee shall default in the performance
of Grantee's undertakings for the construction of certain
improvements on the Property within the time and in the manner
set forth in the Agreement, or if the Grantee shall fail to pay
real estate taxes or assessments on the Property when due; or
39
~
.
shall place thereon any encumbrance or lien unauthorized by the
agreement, or shall suffer any levy, lien, or attachment to be
made with respect to the Property, or there is in violation of
the Agreement, any transfer of the Property or any part
thereof, or any transfer of the ownership of the Grantee entity
in violation of the terms of the Agreement and if, prior to
execution and delivery by Grantor to Grantee of a Certificate
of Completion, Grantor shall record in the office of the County
Recorder of the County of San Bernardino, State of California,
a written Declaration of Termination referring to this Deed,
then this Deed and conveyance shall be null and void and all
interest hereby granted and conveyed shall forthwith and
without further notice to Grantee, become forfeited and shall
revert to the Grantor. No such Declaration of Termination
shall be recorded by Grantor until after full compliance with
the notice and cure provisions contained in the Agreement. Any
default by Grantee described in this Section 4 and the
forfeiture of the Grantee's interest in the Property by reason
of such default shall not in any manner impair, defeat or
render invalid the interest of any mortgage or deed of trust,
or of any beneficiary under any deed of trust or mortgage given
by Grantee to secure a bona fide loan for the purpose of
obtaining funds to acquire and/or develop all or part of the
Property.
(THE FOREGOING CONDITION SUBSEQUENT IS TERMINATED AND
SHALL BE NULL AND VOID UPON RECORDING OF THE CERTIFICATE OF
COMPLETION DULY EXECUTED BY AGENCY AS HEREINAFTER SPECIFIED.)
40
5. (a) Promptly after completion of the improvements
in accordance with the provisions of the Agreement, the
Grantor will furnish the Grantee with a recordable Certificate
of Completion as specified in the Agreement. The issuance of
such Certificate by the Grantor shall be (and it shall be so
provided in the Certificate itself), a conclusive
determination of satisfaction and termination of the
agreements and covenants in said Agreement and Section 4 of
this Deed.
(b) It is expressly understood by Grantor and
Grantee, that the covenants contained in Section 2(a)1, 2(a)2,
and 2(a)3 of this Deed are not subject to the Condition
Subsequent specified in Section 4 hereof, but are enforceable
under the other provisions of this Deed and as specified in
the Agreement. These covenants and the provision for their
enforcement shall, however, survive the termination of the
Condition Subsequent and shall remain enforceable as otherwise
provided.
6. None of the provisions of the Agreement are
intended to or shall be merged by reason of this Deed
transferring title to the Property from the Grantor to the
Grantee, and this Deed shall not be deemed to affect or impair
the provisions and covenants of said Agreement. However, the
provisions referred to herein shall be deemed fully satisfied
and terminated upon recording of the Certificate of Completion
provided for in Section 5
41
7. The Grantor waives its right to exercise eminent
domain as to this property so long as such property is owned
by Sima Partnership Number One.
IN WITNESS WHEREOF, the Grantor and Grantee have executed
this Deed by their respective officers thereunto duly
quali f ied this
day of
,19_
GRANTOR:
GRANTEE:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
SIMA PARTNERSHIP NUMBER ONE
A California Partnership
By
By
Chairman
A General Partner
By
Secretary
Approved as to form:
AGENCY COUNSEL
By
42
ACKNOWLEDGMENTS
43
EXHIBIT "A" TO GRANT DEED
DESCRIPTION OF PROPERTY
The following described real property in the City of San
Bernardino, County of San Bernardino, State of California:
That portion of Lot 10, Block 11, Rancho San Bernardino, in
the City of San Bernardino, County of San Bernardino, State of
California, as per Map recorded in Book 7 Page 2 of Maps, in
the office of the County Recorder of said county, described as
follows:
Beginning at a point on the south line of said Lot 10, 200.00
feet west of the southeast corner of said Lot 10, thence north
o degrees 42 minutes 38 seconds west and parallel with the
east line of said east line of said Lot 10 a distance of
298.80 feet; thence south 89 degrees 16 minutes 52 seconds
west and parallel with the south line of said Lot 10 a
distance of 336.02 feet mor or less to the east line of "G"
Street, as described in the Notice of Action recorded December
30, 1939 in Book 1408 Page 106 of Official Records of said
county; thence south 37 degrees 15 minutes 08 seconds east
along the northeasterly line of "G" Street 371.99 feet more or
less to the south line of Lot 10, thence north 89 degrees 16
minutes 52 seconds east along the south line of said Lot 10 a
distance of 114.48 feet more or less to the point of
beginning.
Excepting therefrom, however, those parts thereof required for
highway right-of-way for the realignment of "G" Street at and
immediately northerly from its intersection with Mill Street.
The exact legal description of the property is to be
determined by survey.
(NOTE: Prior to execution and delivery of grant deed, Agency
shall obtain a survey and proper legal description of the
property being conveyed, and shall substitute a correct legal
description as Exhibit "A".)
44
EXHIBIT "D"
UNDERTAKINGS AND OBLIGATIONS OF REDEVELOPER
Redeveloper agrees and undertakes to do the
following:
1. To construct not less than 30,500 square feet of
retail buildings and nineteen (19) industrial/office buildings
containing not less than 60.856 square feet in Phase 1, with a
total of not less than $3,000,000.00 of construction value, to
be completed and in place not later than August 31, 1987.
This phase of the project will be on property presently owned
by Redeveloper northerly of the property described in Exhibit
"A" which will lie easterly of "G" Street, as realigned.
2. To construct not less than $500,000 in
additional retail office or industrial buildings within five
years from the date of this agreement on the property lying
westerly of "G" Street, as realigned.
3. To construct all the improvements for the
realignment of "G" Street in accordance with the requirements
of the City of San Bernardino's Department of Public
Works/Engineering, and in accordance with the development
standards required by the overlay zone now applicable to this
area of the Central City South Project area.
4. To accept the provisions of this agreement as
full satisfaction for any and all losses sustained by
Redeveloper in not pursuing its right to complete construction
of its development as originaaly planned. Redeveloper waives
45
-
any rights it may have had, or which it belives it may have
had, to hold Agency, the City of San Bernardino, or any of
their elected or appointed officers or employees liable fr any
and all losses sustained in conjunction with the delays
encountered and the possibility of exercise of eminent domain
for the realignment of "G" Street.
5. To convey to Agency, for the amount of $128,000
payable as specified in Exhibit "B", the right of way required
for "G" Street across Lot 11, Block 11, Rancho San Bernardino,
as recorded in Book 7, Page 2 of Maps, San Bernardino County
Records, being generally a portion of the southwest corner of
that parcel.
46