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HomeMy WebLinkAboutR22- Economic Development Agency ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco,Director SUBJECT: APPROVAL OF A CITY CDBG Housing&Community Development ECONOMIC DEVELOPMENT LOAN A 1 A ( A TO INLAND VALLEY DATE: January 6,2000 0 R f t -� ` r rtt.�" L DEVELOPMENT AGENCY Synopsis of Previous Commission/Council/Committee Action(s): On December 6, 1999,the Mayor and Common Council approved the reallocation of Community Development Block Grant (CDBG)funds and conceptually authorized the use of a portion of these reallocated funds for a loan to the Inland Valley Development Agency(IVDA)in the amount of$120,000. ---- -- ------------- ---'---------------- Recommended Motion(s): (Mayor and Common Counciq MOTION: RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE COMMUNITY DEVELOPMENT BLOCK GRANT(CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND INLAND VALLEY DEVELOPMENT AGENCY(IVDA)IN THE AMOUNT OF$120,000. Contact Person(s): Gary Van Osdel/Maggie Pacheco Phone: 663-1044 Project Area(s) IVDA Ward(s): 1,2,3,4,6&7 Supporting Data Attached: ® Staff Report Ig]Resolution(s) I@ Agreement(s)/Contract(s)❑ Map(s)❑O Letter/Memo FUNDING REQUIREMENTS Amount: $ 120,000 Source: CDBG Funds Budget Authority: SIGNATURE: Aary sde, xecutive D' ctor Ma ach co,Director Eco is Development Ag ev Ho ' g&Community Development Commission/Council Notes: ------------------------------------------------------------------------------------------------------------------------------------------ GVO:ME:ssj:Agenda-CDC COMMISSION MEETING AGENDA Meeting Date: 01/10/2000 Agenda Item Number: -2 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Title Approval of A City Community Development Block Grant(CDBG)Economic Development Loan to Inland Valley Development Aeencv(IVDA): BACKGROUND: On December 6, 1999,the Mayor and Common Council conceptually authorized a loan to the Inland Valley Development Agency(IVDA) in order to renovate a commercial building at the former Norton Air Force Base and allow for a new commercial tenant to move into the site. At this time, staff informed the Mayor and Common Council that staff would return with the appropriate loan documentation for review and consideration. CURRENT ISSUE: The attached Loan Agreement by and between the City and IVDA provides for the following terms: • The City will provide a 3%per annum $120,000 loan to IVDA. The loan will have a five (5)year maturity date, with fifty-four(54)monthly installment payments of principal and interest in the amount of$2,299.03. Payments will be deferred for the initial six (6) months of the term of the loan. The City Loan will be secured by a promissory note(the "Note"). In addition, the City will receive as collateral the property located at 195 North Del Rosa Drive, San Bernardino, Ca. (APN136-341-016), commonly referred to as the former Norton Air Force Base Parcel "F-2" (the"Property"). The value of the collateral is approximately$2 million. The City's collateral will also be secured by a recorded deed of trust against the Property. • IVDA will use the loan funds for the preparation, construction, rehabilitation and installation of certain improvements presently estimated to cost$155,000 of commercial Building No. 932 so that the building (the"Site")will be ready for occupancy and reuse by a commercial-industrial tenant(presently contemplated to be Astro-Fab Inc. from Pico Rivera, Ca.). The rehabilitation of the project Site is expected to be completed no later than six(6) months following the date IVDA executes the City Note. • IVDA is required to make up the difference between the City's $120,000 loan and the actual costs of construction of the above referenced improvements,currently estimated to be $35,000, from their own funds, for a total rehabilitation cost of$155,000. The City's loan is conditioned upon IVDA providing to the City a fully approved and executed Lease/Sub-Lease Agreement between Astro-Fab, Inc. and IVDA. Astro-Fab, Inc. is a Pico —--------------------—------------------------------------------_-------------------------------------------------------------------- GVO:XXX:lag:agenda item-maggie COMMISSION MEETING AGENDA Meeting Date: 1/10/2000 Agenda Item Number: �� Rivera based company who plans to relocate into the Site and bring to the Norton Air Force building 932 in excess of 117 jobs. They are also planning on adding additional jobs to their company(see attached letter dated October 13, 1999). IVDA expects Astro-Fab,Inc. to lease Building No. 932 for a minimum period of five(5)years, at an approximate lease payment of $13,000 per month. This lease payment is more than sufficient to cover the City's monthly repayment. In conclusion, the City's loan to IVDA will assist the City in achieving one of its principle goals of attracting new businesses and creating jobs for the San Bernardino community. ENVIRONMENTAL IMPACT Pursuant to federal regulations, staff has prepared the appropriate environmental analysis and has found that the loan to IVDA will have no significant impact on the environment. FISCAL IMPACT This item will not negatively impact the City's General Fund nor the Redevelopment Agency's Fund. Funds in the amount of$120,000 for this Loan Agreement will be derived from the City's federal Community Development Block Grant(CDBG) Program. RECOMMENDATION That the Mayor and Common Council adopt the attached Resolution. Maggie Pacheco, Director Housing& Community Development ------------------------—-----------------------------------------------------------—-------------—--------------------------------- GVO:XXX:lag:agenda item-maggie COMMISSION MEETING AGENDA Meeting Date: 1/102000 Agenda Item Number: -J2 Rivera based company who plans to relocate into the Site and bring to the Norton Air Force building 932 in excess of 117 jobs. They are also planning on adding additional jobs to their company(see attached letter dated October 13, 1999). IVDA expects Astro-Fab,Inc. to lease Building No. 932 for a minimum period of five (5)years, at an approximate lease payment of $13,000 per month. This lease payment is more than sufficient to cover the City's monthly repayment. In conclusion, the City's loan to IVDA will assist the City in achieving one of its principle goals of attracting new businesses and creating jobs for the San Bernardino community. ENVIRONMENTAL IMPACT Pursuant to federal regulations, staff has prepared the appropriate environmental analysis and has found that the loan to IVDA will have no significant impact on the environment. FISCAL IMPACT This item will not negatively impact the City's General Fund nor the Redevelopment Agency's Fund. Funds in the amount of$120,000 for this Loan Agreement will be derived from the City's federal Community Development Block Grant(CDBG)Program. RECOMMENDATION That the Mayor and Common Council adopt the attached Resolution. Maggie Pacheco, Director Housing& Community Development -------------------------------------------------------------------------------------------------------------------------------------------- GVO:XXX:lag:agenda item-maggie COMMISSION MEETING AGENDA Meeting Date: 1/10/2000 Agenda Item Number: RRIV 1 t RESOLUTION NO. 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE 4 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO 5 AND INLAND VALLEY DEVELOPMENT AGENCY (IVDA) IN THE 6 AMOUNT OF $120,000 7 SECTION 1. The City of San Bernardino (the"City") is responsible for carrying out B economic development and redevelopment activities through the implementation of its 9 Community Development Block Grant(CDBG)Program and is authorized to provide under its 10 Consolidated Plan and federal regulations economic development loans for the purpose of I creating or retaining low and moderate income jobs for the community; and 12 SECTION 2. The Inland Valley Development Agency(IVDA) is a public entity 13 engaged in the implementation of a plan approved by the Secretary of the Air Force for the 14 civilian reuse and redevelopment of portions of the lands known as the former Norton Air Force 15 Base; and 16 SECTION 3. IVDA has applied to the City for a loan of Community Development 17 Block Grant(CDBG) funds for which IVDA shall use together with other IVDA funds to 18 prepare,construct, rehabilitate and install certain improvements presently estimated to cost 19 $155,000 of Building No. 932 in order that such commercial building shall be ready for 20 occupancy and reuse by a commercial-industrial tenant under a lease/sublease agreement with 21 IVDA; and 22 SECTION 4. The Mayor and Common Council hereby authorize and approve the 23 Community Development Block Grant(CDBG)Loan Agreement attached hereto as Exhibit"A", 24 and incorporated herein by reference in the amount of$120,000 by and between the City and the s 025 I IVDA; and the Mayor is hereby authorized to execute the Loan Agreement on behalf of the City; 2 and 3 SECTION 5. The Mayor and City Attorney are authorized to make changes to the Loan 4 Agreement provided the changes are non-substantive in nature, and do not increase the amounts 5 provided in the Loan Agreement and this Resolution. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -2- CI RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND 2 AUTHORIZING THE MAYOR TO EXECUTE THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN 3 BERNARDINO AND INLAND VALLEY DEVELOPMENT AGENCY (IVDA) IN THE 4 AMOUNT OF$120,000 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting 7 thereof, held on the day of 2000, by the following vote to wit: 6 Council Members: Ayes Nays Abstain Absent 9 ESTRADA _ to LIEN _ 1 t MCGINNIS — SCHNETZ 12 SUAREZ — C13 ANDERSON 14 MILLER 15 16 City Clerk 17 18 The foregoing resolution is hereby approved this day of 19 2000. 20 Judith Valles, Mayor 21 City of San Bernardino Approved as to form and Legal Content: 22 James F. Penman 23 City Attorney 24 ©25 By: -3- ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco,Director SUBJECT: Approval of a City CDBG Economic Housing&Community Development Development Loan to Inland Valley Development Agency DATE: December 27, 1999 Synopsis of Previous Commission/CounciUCommittee Action(s): On December 6, 1999,the Mayor and Common Council approved the reallocation of Community Development Block Grant (CDBG) funds and conceptually authorized the use of a portion of these reallocated funds for a loan to the Inland Valley Development Agency(IVDA)in the amount of$120,000. ---------- ----------—'-- Recommended Motion(s): --- ----- (Community Development Commission) MOTION: Resolution of the Mayor and Common Council Approving and Authorizing the Mayor to Execute the Community Development Block Grant(CDBG)Loan Agreement by and between the City of San Bernardino and Inland Valley Development Agency(IVDA)in the amount of$120,000. Contact Person(s): Gary Van Osdel/Maggie Pacheco Phone: 5081 Project Area(s) IVDA Ward(s): 1,2,3,4,6&7 191 Staff Report®Resolution(s) ©Agreement(s)/Contract(s)0 Map(s) [7x Letter/Memo Supporting Data Attached: FUNDING REQUIREMENTS Amount: $ 120,000 Source: CDBG Funds dget Authority: SIGNATURE: W QyGC.O-L�'- Maggie P< reco,Director Gary an Osdel,Executive 'vector Housing&Community Ec omic Development ency Development Commission/Council Notes: GVO:XXX:lag:agenda item-maggie COMMISSION MEETING AGENDA Meeting Date: b 1411 Agenda Item Number: 44,�aa ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Title Approval of A City Community Development Block Grant (CDBG) Economic Development Loan to Inland Valley Development Agency (IVDA): BACKGROUND: On December 6, 1999,the Mayor and Common Council conceptually authorized a loan to the Inland Valley Development Agency(IVDA) in order to renovate a commercial building at the former Norton Air Force Base and allow for a new commercial tenant to move into the site. At this time, staff informed the Mayor and Common Council that staff would return with the appropriate loan documentation for review and consideration. CURRENT ISSUE: The attached Loan Agreement by and between the City and IVDA provides for the following terms: • The City will provide a 3%per annum$120,000 loan to IVDA. The loan will have a five (5)year maturity date, with fifty-four(54) monthly installment payments of principal and interest in the amount of$2,299.03. Payments will be deferred for the initial six(6) months of the term of the loan. The City Loan will be secured by a promissory note(the "Note"). In addition,the City will receive as collateral the property located at 195 North Del Rosa Drive, San Bernardino, Ca. (APN136-341-016), commonly referred to as the former Norton Air Force Base Parcel "F-2" (the "Property"). The value of the collateral is approximately $2 million. The City's collateral will also be secured by a recorded deed of trust against the Property. • IVDA will use the loan funds for the preparation, construction, rehabilitation and installation of certain improvements presently estimated to cost$155,000 of commercial Building No. 932 so that the building(the "Site") will be ready for occupancy and reuse by a commercial-industrial tenant(presently contemplated to be Astro-Fab Inc. from Pico Rivera, Ca.). The rehabilitation of the project Site is expected to be completed no later than six(6)months following the date IVDA executes the City Note. • IVDA is required to make up the difference between the City's $120,000 loan and the actual costs of construction of the above referenced improvements, currently estimated to be $35,000, from their own funds, for a total rehabilitation cost of$155,000. The City's loan is conditioned upon IVDA providing to the City a fully approved and executed Lease/Sub-Lease Agreement between Astro-Fab, Inc. and IVDA. Astro-Fab, Inc. is a Pico -----------------—------------------------------------------------------------------------------------------------------------------------- GVO:XXX:lag:agenda item-maggie COMMISSION MEETING AGENDA Meeting Date: 1/10/2000 Agenda Item Number: 100 1 RESOLUTION NO. 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE 4 COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO 5 AND INLAND VALLEY DEVELOPMENT AGENCY (IVDA) IN THE 6 AMOUNT OF$120,000 7 SECTION 1. The City of San Bernardino(/(IVDA)y") is responsible or carrying out 8 economic development and redevelopment activitieh the implem tation of its 9 Community Development Block Grant(CDBG)Prd is auth 'zed to provide under its 10 Consolidated Plan and federal regulations economiment cans for the purpose of I1 creating or retaining low and moderate income jobs c unity; and 12 SECTION 2. The Inland Valley Developmy (IVDA) is a public entity 13 engaged in the implementation of a plan approved bcretary of the Air Force for the 14 civilian reuse and redevelopment of portions of the own as the former Norton Air Force 15 Base; and 16 SECTION 3. IVDA has applied to the City for a loan of Community Development 17 Block Grant(CDBG) funds for which IVDA shall use together with other IVDA funds to 18 prepare,construct, rehabilitate and install certain improvements presently estimated to cost 19 $155,000 of Building No. 932 in order that such commercial building shall be ready for 20 occupancy and reuse by a commercial-industrial tenant under a lease/sublease agreement with 21 IVDA; and 22 SECTION 4. The Mayor d Common Council hereby authorize and approve the 23 Community Development Bloc Grant(CDBG)Loan Agreement in the amount of$120,000 by 24 and between the City and the VDA; and the Mayor is hereby authorized to execute the Loan 25 Agreement on behalf of the City; and -1- I SECTION 5. The Mayor and City Attorney are authorized to make changes to the Loan 2 Agreement provided the changes are non-substantive in nature, and do not increase the amounts 3 provided in the Loan Agreement and this Resolution. 4 5 6 7 8 9 10 11 12 13 14 j 15 16 17 18 19 20 21 22 23 24 25 -2- I RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE COMMUNITY DEVELOPMENT 2 BLOCK GRANT (CDBG) LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN 3 BERNARDINO AND INLAND VALLEY DEVELOPMENT AGENCY (IVDA) IN THE AMOUNT OF$120,000 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting 7 thereof, held on the day of 2000, by the following vote to wit: g Council Members: Ayes Nays Abstain Absent 9 ESTRADA to LIEN 11 MCGINNIS SCHNETZ 12 SUAREZ _ 13 ANDERSON 14 MILLER 15 16 City Clerk 17 1g The foregoing resolution is hereby approved this day of 19 2000. / 20 Judith Valles, Mayor 21 % City of San Bernardino Approved as to form and Legal Conten . 22 James F. Penman 23 City Attorney 24 25 By: -3- ASTRO-FAS INC 9358 STEPHENS STREET • PICO RIVERA,CA 90660 • (562) 692-2655',rtX.(562)-692.7252 l Date: October 13, 1999 To Michael P. Burrows it Inland Valley Development Agency From Steven J. Baker President, Astro Fab, Inc. And Cannon Safe, Inc. Mike, we are delighted to be offered this opportunity to lease Building 932 in San Y Bernardino, California 92408. Our companies currently employ 117 persons and when the move is complete we will be bringing those jobs to San Bernardino County. Once up and running we hope to increase that number steadily. We are currently sold out of product through year's end. As our current building is only 42,000 sq. Ft. we expect to increase our manufacturing capacity by about 33%, which should also produce some new jobs. We are committed to grow over the term of the lease you've offered us and should produce jobs accordingly. AF INCINL D MD:TAL IAlIIIGTION 2000-15 "n ' C 2000 CLENM CITY OF SAN BERNARDINO COMMUNITY DEVELOPMENT BLOCK GRANT WR 18 p8'49 LOAN AGREEMENT (INLAND VALLEY DEVELOPMENT AGENCY: BUILDING NO 932) AND BORROWER: Inland Valley Development Agency ADDRESS: 294 South Leland Norton Way, Suite 1, San Bernardino, CA 92408 This 2000 City of San Bernardino Community Development Block Grant Loan Agreement (the "LOAN Agreement") dated January 24, 2000 is entered into by and between Inland Valley Development Agency (the "BORROWER") and the CITY OF SAN BERNARDINO, (the "CITY") with respect to the facts set forth in the fallowing recitals: --RECITALS-- WHEREAS, the BORROWER is a "local redevelopment authority, " as this term is defined in the Defense Authorization Amendments and Base Closure and Realignment Act (Public Law No. 100-526, as amended) ; and WHEREAS, the BORROWER is a public entity engaged in the implementation of a plan approved by the Secretary of the Air Force for the civilian reuse and redevelopment of portions of the lands known as the former Norton Air Force Base pursuant to the terms and conditions of an agreement entitled "Agreement Between the Department of the Air Force and the Inland Valley Development Agency" dated March 7, 1995, as amended (the "EDC Agreement") ; and WHEREAS, the BORROWER has applied to the CITY for a loan of Community Development Block Grant funds of the CITY (the "LOAN") which the BORROWER shall use and apply for the purpose of redeveloping and reusing former Norton Air Force Base Building No 932 ("Building No. 932") ; and WHEREAS, on December 6, 1999 the CITY took certain action to amend its Community Development Block Grant Program Consolidated Plan to provide for the LOAN as part of its Community Development Block Grant Program; and CSBO/0006/DOC/96B 1/6/00 1000 jmw 1 2000-15 WHEREAS, the BORROWER shall use and apply the proceeds of the LOAN, together with other funds to be contributed by the BORROWER, to prepare, construct, rehabilitate and install certain improvements of Building No. 932 presently estimated to cost $155, 000 . 00 (the "Project") in order that such commercial building shall be ready for occupancy and reuse by a commercial-industrial tenant under a lease/sublease agreement with the BORROWER; and WHEREAS, the CITY agrees to make a LOAN to BORROWER subject to the terms and conditions of this LOAN Agreement; and WHEREAS, the following exhibits are annexed to this LOAN Agreement and each such exhibit is incorporated herein by this reference: Exhibit "A"-- Promissory Note Payable to a Public Agency; Exhibit "B"-- Sources and Uses of Funds to Improve the Project and Description of Project; Exhibit "C"-- Loan Disbursement Approval Procedure; Exhibit "D"-- Form of Deed of Trust; Exhibit "E"-- Beneficial Economic Assignment of the Sublease for Building No. 932; Exhibit "F"- 2000 Environmental Indemnity Agreement . NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: ARTICLE I THE LOAN 1 . TERMS OF LOAN Subject to the terms and conditions of this LOAN Agreement, the CITY hereby agrees to lend to BORROWER, and BORROWER hereby agrees to borrow from the CITY an CSBO/0006/DOC/968 1/6/00 1000 jmw 2 2000-15 amount not to exceed One Hundred Twenty Thousand Dollars ($120, 000 .00) . The CITY shall obtain the funds to provide the LOAN solely' from its Community Development Block Grant Program, and no other funds of the CITY are pledged or made available therefor. The obligation of BORROWER to repay the LOAN, together with interest thereon, shall be evidenced by the Promissory Note (the "NOTE") . The form of the NOTE is attached hereto as Exhibit "A" . The NOTE shall be made payable to the order of the City of San Bernardino, with interest accruing from the date of each disbursement of the proceeds of the LOAN to the BORROWER on the outstanding principal, until repaid by BORROWER to the CITY. The first monthly installment of principal and interest under the NOTE shall be due and payable on the first day of the seventh (7th) month from the date of the NOTE. The final payment on the NOTE shall be the amount necessary to fully retire LOAN balance. All payments shall be made promptly to the CITY at its address, or at such other address as it may designate in writing. a. Repayment Terms, Interest Rate and Maturity: LOAN shall have a maturity of five (5) years from its date with a fifty-four (59) month level debt amortization schedule. Interest shall accrue on the outstanding prepaid balance of the NOTE from its date at a fixed rate of interest of three percent (3.08) per anum for the term of the LOAN. Assuming that the BORROWER draws the full amount of the LOAN as of the date of the NOTE, the monthly installment payments of principal and interest shall be Two Thousand Two Hundred Ninety Nine Dollars and Three Cents ($2, 299.03) . The final payment under the NOTE shall be the amount necessary to fully pay the outstanding principal balance and all accrued and unpaid interest and other charges on the LOAN, if any. b. BORROWER Equity: BORROWER agrees to provide additional funds to pay for the Project costs in excess of the amount of the LOAN as necessary to place the Project in service by a date not later than six (6) months following the date of the NOTE. CSBO/0006/DOC/968 1/6/00 1000 jmw 3 2000-is C. Use Of LOAN Funds : LOAN shall be used and applied by the BORROWER solely for the Project (e.g. to pay for the activities as identified as uses of LOAN funds set forth in Sources and Uses of Funds for the Project in Exhibit "B") . All activities identified in Exhibit "B" shall occur at the location known as Building No. 932 (216 South Second Street, San Bernardino, California) . d. LOAN disbursement: All LOAN proceeds shall be disbursed from time-to- time on the approval of the CITY as set forth in Exhibit "C". e. Collateral: The Note shall be secured by a first Trust Deed on the property located at 195 North Del Rosa Drive, San Bernardino, California (APN 136-341-016) 'also referred to as former Norton Air Force Base Parcel "F-2", (the "PROPERTY") . The form of the deed of trust (the "Deed of Trust") is attached hereto as Exhibit "D. " A CLTA Lender' s policy of title insurance in favor of the CITY in the Property is required. An appraisal of the Property was prepared by Himes and Himes, Inc. , dated May 24, 1999, and a copy thereof has been delivered by the BORROWER to the CITY. Additionally, the BORROWER shall deliver to the CITY a beneficial economic assignment of the sublease of Building No. 932, by and between the BORROWER and Astrofab, Inc. , substantially in the form attached hereto as Exhibit "E." f. Payments to the CITY: Monthly payments of principal and interest shall be made by BORROWER to the CITY (attn: Economic Development Agency) as set forth in Section l .a. g. Conditions : This LOAN Agreement and each disbursement of the proceeds of the LOAN to BORROWER is subject to and contingent upon: CSBO/0006/DOC/968 1/6/00 1000 jmw 4 2000-1s (1) The representations made in the application by the BORROWER including the supporting documents theketo, the conditions set forth herein and any other conditions which may be imposed by the CITY not inconsistent with the governing laws and regulations of the United States Department of Housing and Urban Development (HUD) . (2) The determination by the CITY, in its sole discretion, that there has been no unremedied adverse change in the financial or any other condition of BORROWER since the date of application, which would warrant withholding -- or not making the LOAN. (3) Agreement by BORROWER to promptly complete the Project and contribute all other funds to cover additional Project costs incurred, if any, as a result of overruns or unanticipated expenses in completing the Project. (4) BORROWER and the CITY agree that the outstanding principal and accrued and unpaid interest under the NOTE maybe accelerated in whole or in part and payments called by the CITY: (a) If during the term of this LOAN there is a change of ownership or control of the Project or the PROPERTY without prior written consent of the CITY provided however, that for the purposes of the covenant of the BORROWER in this Section l .g. (4) (a) , the sublease of Building No. 932 by BORROWER to Astrofab Inc. , a California Corporation and later, a transfer of the fee title interest of the United States Air Force in former Norton Air Force Base Parcel "I-3" and/or Building No. 932 shall not be deemed to be a change in the ownership or control of the Project; (b) If the total number of New Employees for each new permanent full time employment or full time equivalent position required in Section 30 is less than four (4) New CSBO/0006/DOC/968 1/6/00 1000 jmw 5 2000-15 Employees as of the twenty-forth (24th) month following the date of the NOTE. (5) Execution of all collateral documents required. (6) HUD providing the release of Community' Development Block Grant funds to the CITY for the LOAN by the CITY to the BORROWER for the Project . (7) Completion of all environmental reviews by the CITY if required for the LOAN and the delivery by BORROWER to CITY of a lender' s environmental indemnity agreement substantially in the form attached hereto as Exhibit "E." (8) LOAN closing and disbursement of the proceeds + of the LOAN will be subject to the CITY confirmation as to the adequacy and sufficiency of the security offered for, the LOAN. (9) LOAN closing be subject to terms, provisions and conditions set forth in the LOAN documents as deemed necessary by the CITY and CITY' s legal counsel in their sole discretion. (10) LOAN is not assignable or transferable by the BORROWER, except with the prior written consent of the CITY. (11) Each request of the BORROWER for disbursement of LOAN proceeds shall be accompanied by a written submittal by BORROWER and approval by the CITY of invoices, certified payroll records and mechanics and materials lien releases for the work performed on the Project through the date of such disbursement request . Each LOAN disbursement or draw request shall be substantially in the form as attached as Exhibit "C. " (12) This LOAN is contingent upon approval by the governing board of the BORROWER. CSBO/0006/DOC/968 1/6/00 1000 jmw 6 2000-15 (13) Written conditional commitment on sublease terms from Astrofab, Inc. , a California corporation for a term of at least five (5) years of Building No. 932 including the other terms as set forth in the LOAN application of the BORROWER. No proceeds of the LOAN shall be disbursed for the Project until the BORROWER and such tenant have executed such sublease. (14) CITY must be provided financial statements from the tenant for confidential review. (15) CITY must be provided with a credit report for the tenant for confidential review. 2 . EXPENSES AND LOAN CLOSING COSTS AND ADMINISTRATION BORROWER agrees to pay all escrow, recording and policy of title issuance fees and charges and taxes, if any, with respect to LOAN, or its making, amendment, or transfer. BORROWER shall reimburse CITY for such other further costs and expenses as CITY may incur in administering the LOAN including reasonable collection costs and attorney' s fees in the event that litigation should become necessary to enforce this LOAN Agreement. For the purposes of this subsection, the words "attorney' s fees of the CITY" include without limitation the salary, wages, benefits and overhead expenses of the lawyers employed by the office of the City Attorney of the CITY. 3. [RESERVED--NO TEXT] ARTICLE II REPRESENTATION AND WARRANTS BORROWER represent (s) and covenant (s) the following: 4 . DULY ORGANIZED BORROWER is a public entity and is authorized to do business in California, validly existing and in good standing, under the laws of the State of California and has the power to enter into this LOAN Agreement. CSBO/0006/DOC/968 1/6/00 1000 jmw 7 2000-15 5 . DULY AUTHORIZED The making and performance by BORROWER of the LOAN and the execution and delivery of NOTE, Deed of Trust, Beneficial Economic Assignment of the Sublease, Environmental Indemnity and any security agreement (s) and other instrument (s) have been duly authorized by all necessary action and will not violate any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to BORROWER or result in a breach of any credit agreement or instrument to which BORROWER is a party or by which its assets may be bound or affected. 6. LEGALLY BINDING INSTRUMENTS When this LOAN Agreement is executed by BORROWER and CITY, and when the NOTE, Deed of Trust, Beneficial Economic Assignment of the Sublease, Environmental Indemnity and other documents are executed and delivered by BORROWER for value, each such instrument shall constitute the legal, valid, and binding obligation of BORROWER in accordance with its terms . Any other security agreement, instruments, financing statements, mortgages or other liens or chattel recorded on or against the title of the Property by CITY shall constitute legal, valid and binding liens . 7 . NO LEGAL SUITS There are no legal actions, suits, or proceedings pending or, to the knowledge of BORROWER, threatened against BORROWER before any court or administrative agency, which, if determined adversely to BORROWER, would have a material adverse effect on the financial condition or business of BORROWER and interfere with BORROWER' s performance of LOAN or with completion of the Project for which the LOAN was made. 8 . NOT IN DEFAULT BORROWER is not in default of any obligation, covenant or condition contained in any bond, debenture, note, or other evidence of indebtedness or any mortgage or collateral instrument securing the same which would have a material adverse affect on or interfere with BORROWER's performance of LOAN. CSBO/0006/DOC/968 1/6/00 1000 jmw 8 2000-15 9. TAXES ARE PAID BORROWER have filed all' tax returns which are required and have paid or made provision for the payment of all taxes which have or may become due pursuant to said returns or pursuant to any assessments received by them. No tax liability has been asserted by the Internal Revenue Service or any other taxing agency, Federal, State, or local, for taxes materially in excess of those already provided for. BORROWER know (s) of no basis for any such deficiency assessment. 10. NO ADVERSE CHANGE BORROWER certifies that there have been no adverse changes since the date of LOAN Application in the financial condition, organization, operation, business prospects, fixed properties, or personnel of BORROWER. ARTICLE III CONDITIONS OF LENDING The obligation of CITY to make the LOAN shall be subject to the fulfillment at the time of the satisfaction of all conditions for the initial disbursement of the proceeds of the LOAN ("LOAN Closing") of each of the following: 11. SPECIAL TERMS AND CONDITIONS Special terms and conditions relating to the disbursement of the proceeds of the LOAN at LOAN Closing contained in the attached Exhibit "C." 12 . [RESERVED--NO TEXT] 13. EXECUTION AND DELIVERY OF LOAN AGREEMENT, NOTE AND DEED OF TRUST BORROWER shall have executed and delivered to CITY this LOAN Agreement, the NOTE and Deed of Trust, the Beneficial Economic Assignment of the Sublease and the Environmental Indemnity Agreement and any other documents CITY may deem reasonably necessary with respect to LOAN, provided that such other documents do not materially increase the liability or obligations of BORROWER, in a CSBO/0006/DOC/968 1/6/00 1000 jmw 9 2000-1s form and on terms and conditions reasonably satisfactory to CITY and its legal Counsel. 14 . EXECUTION AND CERTIFICATION OF AUTHORIZATION BORROWER shall have executed and delivered to CITY, a duly certified copy of the minutes of the public meeting of the governing board of the BORROWER at which this LOAN Agreement was approved by the authorized officers of the BORROWER and directed to execute this LOAN Agreement and all supporting documents . 15 . PROVISIONS AGREED TO BY BORROWER: a:, All construction and other agreements pertaining to use of LOAN funds for the Project shall be duly performed by BORROWER including without limitation the obligation of the BORROWER to pay "prevailing wages" for all construction work performed by the BORROWER on Building No. 932 . b. BORROWER shall provide to CITY at LOAN Closing, an opinion of BORROWER' s counsel that: (1) BORROWER is authorized to enter into this LOAN Agreement, incur the indebtedness and execute the security instruments; (2) NOTE is a valid and binding obligation and is enforceable in accordance with its terms; (3) The Deed of Trust is duly authorized, executed and delivered, and is a valid and binding commitment of BORROWER enforceable in accordance with its terms, and are duly filed and recorded; and (4) The security instruments constitute first liens on the Property except for: (a) Nondelinquent taxes and assessments; (b) Such other exceptions to title as have been previously approved by CITY; provided however that the CITY expressly disapproves the following exceptions to title in the Property as disclosed in Orange Coast Title Company preliminary CSBO/0006/DOC/968 1/6/00 1000 jmw 10 2000-is title report number S-128368-9, dated December 17, 1999, identified as Exception Nos. 12 through 19, inclusive, and Exception Nos . 23, 24 and 25. (5) The Beneficial Economic Assignment of the Sublease is duly authorized, executed and delivered and is valid and binding commitment of the BORROWER, subject only to the rights of the Secretary of the Air Force under the EDC Agreement. (6) The Environmental Indemnity is duly authorized, executed and delivered and is a valid and binding commitment of the BORROWER. 16. [RESERVED--NO TEXT] 17 . TITLE INSURANCE BORROWER shall have secured a CLTA lender' s policy of title insurance insuring CITY in the form issued -by a company satisfactory to CITY, in the amount of the LOAN secured by the Deed of Trust subject only to exceptions approved by the CITY in Section 15. (b) (4) (b) . The title policy shall show no delinquent taxes, liens or assessments of any kind affecting the Property or any part thereof on the date of LOAN closing except as approved by CITY. 18 . GOVERNMENTAL APPROVAL BORROWER shall have secured all necessary approvals or consents, as required, of governmental bodies having jurisdiction with respect to any construction of the BORROWER contemplated as part of the Project . 19. APPROVAL OF OTHERS BORROWER shall have secured all necessary approvals and consents required with respect to this transaction by any mortgagor, creditor or other party having any financial interest in BORROWER. 20 . OPINION OF COUNSEL TO BORROWER CITY shall have received the opinion of counsel for BORROWER stating that (i) the representations and CSBO/0006/DOC/968 1/6/00 1000 jmw 11 2000-1s warranties as set forth in this LOAN Agreement are true and accurate on and as of the date of LOAN Closing and (ii) the Conditions of LOAN have been duly satisfied as of the date of LOAN Closing. ARTICLE IV AFFIRMATIVE COVENANTS OF THE BORROWER BORROWER agree (s) to comply with the following covenants from the date hereof until CITY has been fully repaid with interest, unless CITY or its assigns shall otherwise consent in writing: 21. PAYMENT OF LOAN BORROWER agree (s) to pay punctually the principal and interest on the NOTE according to its terms and conditions and to pay punctually any other amounts that may'become due and payable to CITY under or pursuant to the terms of this LOAN Agreement, the NOTE and the Deed of Trust. 22 . PAYMENT OF OTHER INDEBTEDNESS BORROWER agree (s) to pay punctually the principal and interest due on any other indebtedness now or hereafter at any time owing by BORROWER to CITY or any other lender. 23 . MAINTAIN AND INSURE PROPERTY AND BUILDING NO 932 BORROWER agree (s) at all times to maintain the Property provided as security for LOAN and former Norton Air Force Base Building No. 932 in such condition and repair that CITY' s security will be adequately protected. BORROWER also agrees to maintain during the term of LOAN, adequate hazard insurance policies covering fire and extended coverage and such other hazards as may be deemed appropriate in amounts and form satisfactory to CITY with CITY as an additional named insured with an acceptable loss payee clause. BORROWER further agrees, if at any time during the life of LOAN, BORROWER' S property is declared to be within a flood hazard area, to purchase Federal Flood Insurance, if available. Such insurance shall be in an amount equal to the greater of: (i) the amount of LOAN; (ii) the insurable value of the Property and Building No. 932; or (iii) the maximum limit of CSBO/0006/DOC/968 1/6/00 1000 jmw 12 z000-15 coverage available. If the Property and/or former Norton Air Force Base Building NO. 932 is not located in a flood hazard area at the time of the LOAN Closing Date, BORROWER will provide satisfactory evidence thereof. BORROWER further agree (s) to maintain adequate liability and workman's compensation insurance in amounts and form satisfactory to CITY. 29 . PAY ALL TAXES BORROWER agree (s) to duly pay and discharge all taxes, assessments and governmental charges upon it or against its properties prior to the date on which penalties are attached thereto; except that BORROWER shall not be required to pay any such tax, assessment or governmental charge which is being contested by it in good faith and by appropriate proceedings . i 25. MAINTAIN EXISTENCE BORROWER agree (s) to maintain its existence, rights, privileges, and franchises within the State of California and to qualify and remain qualified as a public entity. 26. PROVIDE FINANCIAL INFORMATION BORROWER agree (s) to maintain adequate records and books of account, in which complete entries will be made reflecting all business and financial transactions . Entries are to be made in accordance with generally accepted principles of good accounting practice consistently applied in the case of financial transactions . BORROWER agrees to deliver to CITY upon its request annual financial statements certified by an authorized officer of BORROWER to be true and accurate copies and are to be submitted to CITY, if .requested, not later than 90 days after and as of the end of each fiscal year, including an income statement, balance sheet and statement of cash flow in customary form. BORROWER agree (s) to provide information, and execute and deliver any and all additional documents, including copies of income tax returns and instruments as may be reasonably requested by CITY, its assigns or legal counsel . BORROWER agree to provide written notice to CITY of any public hearing or meeting before any administrative or other public agency which may, in any manner, affect the personal or real property securing CSBO/0006/DOC/968 1/6/00 1000 jmw 13 2000-is LOAN. BORROWER shall provide such other information as CITY may reasonably request. CITY shall advise BORROWER in writing ten (10) days after CITY receives any notice of violation by BORROWER of the term of LOAN, breach of any provisions of LOAN documents, or obtains other information relating to adverse conditions that may in the reasonable opinion of the CITY jeopardize repayment of LOAN. 27 . RIGHT TO INSPECTION BORROWER agree (s) to grant CITY, until NOTE has been fully repaid with interest, the right at all reasonable hours, to inspect the Property and all other personal properties used to secure LOAN; and BORROWER further agree to provide CITY free access to all subject premises for the purpose of such inspection to determine the condition of the personal and real properties . 28 . NULL AND VOID COVENANTS BORROWER agree (s) , that in the event that any provision of LOAN or any other agreement executed at LOAN Closing, shall be declared null and void, invalid, or held for any reason to be unenforceable by a Court of competent jurisdiction, the remainder of such h agreement g shall nevertheless remain in full force and effect, and to this end, the provisions of all covenants, conditions, and agreements described herein are deemed separate . 29. EXPENSES OF COLLECTION OR ENFORCEMENT BORROWER agree (s) that, if at any time BORROWER defaults on any provision of LOAN, BORROWER shall pay CITY or its assigns, in addition to any other amounts that may be due from BORROWER, an amount equal to the costs and expenses, including attorneys fees, costs of collection, enforcement, correction or waiver of the default incurred by CITY or its assigns in such collection, enforcement, correction or waiver of default. 30. NEW EMPLOYEE REQUIREMENTS a . In consideration for the LOAN made by the CITY, BORROWER agrees that it shall implement programs to ensure that tenants who initially take possession of buildings anywhere on the lands referred to as CSBO/0006/DOC/968 1/6/00 1000 jmw 14 2000-15 former Norton Air Force Base Parcel "I-3" on or after March 1, 2000 shall expand their employment base by a minimum bf four (4) permanent, full-time and/or full-time equivalent (FTE) employment positions over and above the number of such FTE jobs attributed to the present FTE employment base j of such tenants as of March 1, 2000. The CITY and BORROWER agree that such FTE employment base as of March 1, 2000 shall be determined or established by the number of existing FTE employees of Astrofab, Inc. , who are based at former Norton Air Force Base Building No. 932 as of the date of commencement of possession by Astrofab, Inc. of such facility (e.g. March 1, 2000) . Promptly following the occurrence of the commencement of such date of possession by Astrofab, Inc. , the BORROWER shall provide the CITY with a suitably detailed written certification of the number of such FTE employees of Astrofab, Inc. A FTE employee works 35 hours a week or more; two persons who each work at least twenty hours (20) per week and who each work in the aggregate at least 850 hours per year shall be deemed equal to one full-time position. b. BORROWER agrees that at least 518, or three (3) of the four (4) new full-time or FTE jobs, created on Parcel I-3 by its tenants who initially take possession of buildings on Parcel I- 4 3 on or after March 1, 2000 in excess of the base year number of jobs described in the preceding subsection shall be held by or made available to persons whose current household income level is at or less than the household income limits for persons of low-and moderate-income, as determined by reference to the provisions of 24 CFR Part 570.208 (a) (4) . To comply with this section, BORROWER agrees to implement programs to collect demographic and new employment data from its tenants who initially take possession of buildings on Parcel I-3 on or after March 1, 2000 such that the BORROWER can provide the CITY with satisfactory evidence that the FTE. Covenant of this Section 30 has been satisfied by BORROWER. To the extent that the BORROWER can provide the CITY with satisfactory written confirmation of such information, applicants for new FTE positions among any such tenants who initially take possession of buildings on Parcel I- CSBO/0006/DOC/968 1/6/00 1000 jmv 15 2000-15 3 on or after March 1, 2000 and who are referred to such tenants through the Job Training and Partnership Act program or other recognized agencies shall be deemed to categorically satisfy the income level criteria of low-and moderate- income persons. Commencing on the second (2nd) anniversary of the date of the NOTE BORROWER shall submit to CITY, on an annual basis, employment certification forms certifying that such persons were hired by tenants in buildings on Parcel I-3 . C. The four (4) new employee positions described above shall be filled as follows : four (4) new FTE employees shall have been hired to new positions by tenants of the BORROWER within twenty-four (24) . months after the initial disbursement of LOAN proceeds to the BORROWER. 31 . LOW-AND MODERATE-INCOME PERSONS DEFINED Low-and moderate-income persons shall be defined as persons who: a. Belong to a family whose household income is below the limit for a low-or moderate-income person as defined by 24 CFR Part 570 .208 (a) (4) ; or b. Are referred by government employment development agencies ; or C. Are currently unemployed or not in the labor force. 32 . EMPLOYMENT POLICIES In order to insure that the majority (518) of all retained and new employment positions benefit low-and moderate-income persons on the .Project, BORROWER shall certify on an annual basis that either: a. Skill level requirements of new/retained, employment positions are available to the pool of low-and moderate-income persons; or b. Employee wages and pay scales to be earned are available to low-and moderate-income persons; or C. Employment/retention efforts shall include recruitment and advertising in lower income CSBO/0006/DOC/968 1/6/00 1000 jmw 16 2000-15 neighborhoods, neighborhood pockets of low-and moderate-income individuals and families, and to the unemployed and underemployed in these and other neighborhoods. d. Employment efforts shall be made to obtain employees from government and government funded training programs aimed at preparing low-and moderate-income persons for jobs . i j 33 . CERTIFICATION/DOCUMENTATION i BORROWER shall submit suitable detailed certification to the CITY regarding the household income and other demographic information for each new hire by its tenants in a form satisfactory to CITY to evidence compliance by the BORROWER with the new jobs covenant of the LOAN Agreement . Submission deadline shall coincide with deadlines imposed by respective government offices requiring said reports . a. Upon review of such information as provided by the BORROWER, CITY will determine if satisfactory measures have been taken to make new jobs available to income eligible persons as required in Section 31 . b. If CITY determines that satisfactory measures have not been taken by BORROWER to cause its tenants to make the new jobs available to income eligible persons, BORROWER agrees at the election of CITY: (i) to prepay a portion of the LOAN at the rate of $35, 000 .00 for each new job less than four (4) new employee positions created by its tenants who initially take possession of a building in Parcel I-3 on or after March 1, 2000; or (ii) implement such additional new employment generation programs for its tenants as may be reasonably accomplished in the mutual opinion of the CITY and the BORROWER. This deadline coincides with the total job creation goal referenced in Section 31 (c) . 34 . INDEMNIFICATION Notwithstanding anything to the contrary herein contained and irrespective of any insurances carried by BORROWER, BORROWER shall indemnify, defend and hold harmless CITY, authorized officers, agents, employees, and volunteers CSBO/0006/DOC/968 1/6/00 1000 jmw 17 2000-1s from any and all claims, damages, losses, actions and/ or liability arising out of this contract from any cause whatsoever; including the acts, errors or omissions of any person and for any costs or expenses incurred by the CITY on account of any claim, therefore, except where such indemnification is prohibited by law. 35 . INSURANCE REQUIREMENTS. Without in anyway affecting the indemnity herein provide and in addition thereto, the BORROWER shall secure and maintain throughout the terms of this LOAN Agreement the following types of insurance with limits as shown: Workers '- Compensation - A program of Workers ' Comprehensive insurance or State-approved Self- Insurance Program in an amount and form to meet all applicable requirements of the Labor code of the State of California, including Employer's Liability with $250, 000 limits, covering all persons providing services on behalf of the BORROWER and all risks to such persons under this Agreement . • Comprehensive General and Automobile Liability Insurance - This coverage to include contractual coverage and automobile liability coverage for owned, hired and non-owned vehicles . The policy shall have combined single limits for bodily injury and property damage of not less than one million dollars ($1, 000, 000) . • Additional Named Insured - All policies, except workers ' compensation policies, shall contain additional endorsements naming the CITY and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of the performance of services hereunder. • Waiver of Subrogation Rights - BORROWER shall require the carriers of the above required coverages to waive all rights of subrogation against the CITY, its officers, employees, agents, volunteers, contractors and subcontractors . • Policies Primary and Non-Contributory - All policies required above are to be primary and non- CSBO/0006/DOC/968 1/6/00 1000 jmw 18 2000-is 1 contributory with any insurance or self-insurance programs carried or administered by CITY. I Proof of Coverage - BORROWER shall immediately furnish certificates of insurance to the CITY (Attn: Redevelopment Agency of the City of San Bernardino) evidencing the insurance coverage, including endorsements as required, above, prior to the initial disbursement of LOAN proceeds to the BORROWER or the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the CITY, and BORROWER shall maintain such insurance from the time . BORROWER commences performance of services hereunder until the completion of such services . Within sixty (60) days of the commencement of this Agreement, the BORROWER shall furnish certified copies of the policies and all endorsements . 36. INSURANCE REVIEW. The above insurance requirements are subject to periodic review by CITY. BORROWER agrees to execute any amendment to the scope of insurance coverage as may reasonably be indicated by such periodic review by CITY within thirty (30) days of written request by the CITY. ARTICLE V NEGATIVE COVENANTS OF THE BORROWER BORROWER covenant and agree that, from the date hereof until payment in-full of NOTE, unless CITY or its assigns shall otherwise consent in writing, shall not enter into any agreement or other commitment the performance of which would constitute a breach of any of the covenants contained in this LOAN including, but not limited to the following covenants : 37 . ENCUMBRANCE OF THE PROPERTY BORROWER shall not create or suffer to exist any mortgage, pledge, lien, charge, or encumbrance, including liens arising from judgments on the Property except for leases affecting the Property as provided for by the Deed of Trust without first obtaining written approval from CITY. CSBO/0006/DOC/968 1/6/00 1000 jmw 19 i 2000—is 38 . SALE OF PROPERTY BORROWER shall not sell, convey, or suffer to be conveyed, lease assign, transfer or otherwise dispose of the Property unless approved in writing by CITY. 39. CHANGE OWNERSHIP BORROWER shall not permit, without the written permission of CITY, any material change in the ownership structure, control, or operation of BORROWER, including but not limited to, (i) merger into or consolidated with any other public agency; (ii) changing the nature of its business on the date hereof; (iii) substantial distribution, liquidation or other disposal of assets. 40. CHANGE THE PROJECT BORROWER shall not permit nor suffer to exist without prior written consent from CITY any material change in the plans and/or specifications for the Project submitted to CITY. Material change will include any significant variance in the accepted plans and specifications increase in contract prices, and/or additional financial obligations of BORROWER with respect to the construction of the Project. ARTICLE VI EVENTS OF DEFAULT The entire unpaid principal of NOTE, and the interest accrued thereon, shall become immediately due and payable upon the written demand of CITY or its assigns, without any other notice or demand of any kind or any presentiment or protest, if any one of the following events (hereafter termed and "Event of Default") shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or without limitation, occurring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rules or regulations of any administrative or governmental body. However, such sum shall not be then payable if BORROWER' s payments have been waived, or the time for making BORROWER' s payments have been extended by CITY in writing. CSBO/0006/DOC/96B 1/6/00 1000 jmw 20 2000-15 �... 41 . NOTICE OF DEFAULT BORROWER agree (s) to give written notice to CITY of any event, within 15 days of the occurrence thereof, which constitutes an Event of Default under the LOAN or that would with notice or lapse of time or both, constitute an Event of Default under the LOAN. i 42 . RIGHT TO CALL LOAN Failure to meet the job creation and employee hiring requirements set forth in Section 31 shall be grounds for the LOAN to be payable in whole or in part prior to maturity as set forth in Section 33b. In such event CITY shall have the right to demand that BORROWER .pay off the applicable portion of the outstanding principal balance of the LOAN together with accrued interest thereon by paying CITY, within thirty (30) days of CITY's demand, the applicable amount of such principal and interest outstanding. 43. LATE-PAYMENT OF LOAN If BORROWER shall fail to make payment when due of any installment of principal or accrued interest on the Note and if the default shall remain unremedied for fifteen (15) days thereafter, BORROWER acknowledges that such late payment by BORROWER will cause CITY to incur costs not contemplated by the LOAN. Therefore, if any installment due from BORROWER is not received within fifteen (15) days of the monthly due date, BORROWER shall pay to CITY without further or separate notice a late payment penalty of five percent (5%) on the amount due for the month. Acceptance of any late charge shall not constitute a waiver of BORROWER's default with respect to the overdue amount or revent the e CITY from exercising any of the other rights and remedies available to the CITY. 44 . INCORRECT REPRESENTATION OR WARRANTY If any representation or warranty contained in, or made in connection with the execution of, or delivery of this LOAN Agreement, or in any certificate furnished pursuant hereto, shall prove to have been incorrect when made in any material respect. CSBO/0006/DOC/968 1/6/00 1000 jmw 21 2000-1s 45. DEFAULT IN COVENANTS If BORROWER shall default in the performance of any other term, covenant or agreement contained in this LOAN Agreement, and if any such default shall continue unremedied for thirty (30) days after either: (i) it becomes known to an executive officer of BORROWER; or (ii) written notice thereof shall have been given to BORROWER by the CITY. 46.- VOLUNTARY INSOLVENCY If BORROWER shall become insolvent or cease to pay its debts as they mature or shall voluntarily file a petition in bankruptcy or a petition seeking reorganization of or the appointment of a receiver, trustee, or liquidator for it or for a substantial portion of its assets or to effect a plan or other arrangement with creditors, or shall be adjudicated bankrupt, or shall make a voluntary assignment for the benefit of creditors . 47 . INVOLUNTARY INSOLVENCY If any involuntary petition shall be filed against BORROWER under any bankruptcy, insolvency or similar law seeking the reorganization of BORROWER, or the appointment of any receiver, trustee or liquidator for BORROWER, or seeking a substantial part of the property of BORROWER, or a writ or warrant of attachment or similar process shall be issued against a substantial part of the property of BORROWER and such petition shall not be dismissed or such writ or warrant of attachment or similar process shall not be released or bonded, within thirty (30) days after filing of levy. 48 . JUDGMENTS If any final judgment for the payment of money that is not fully covered by liability insurance and is in excess of $10, 000 . 00 shall be rendered against BORROWER, and within thirty (30) days, shall not be discharged, or an appeal therefrom taken and execution thereon effectively stayed pending such appeal and, if such judgment be affirmed on such appeal, the same shall not be discharged within thirty (30) days . CSBO/0006/DOC/968 1/6/00 1000 jmw 22 2000-1s 49. ADVERSE IMPACT ON MARKETABLE TITLE OF SECURITY If BORROWER permits the recording of any lien or encumbrance upon the Property used security for the LOAN which adversely impacts the marketable title to the Property, BORROWER shall be in default if the lien or encumbrance is not removed within thirty (30) days of initial recordation. i 50. WAIVER OF NOTICE i No failure or delay on the part of the CITY in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise � of any such right, power, or remed y p reclude an y other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of LOAN or of NOTE, nor any consent to any departure by BORROWER therefrom, shall in any , event be effective unless the same shall be in writing and then such waiver or consent shall be effective only in the specific instance and for' the specific purpose for which given. No notice to or demand on BORROWER in any case shall entitle BORROWER to any other or further notice or demand in similar or other circumstances. 51 . AUTHORITY The Mayor of the CITY is hereby authorized and directed, for and in the name and on behalf of the CITY, to execute and deliver, at any time, such other and further documents, or amendments, which, in the opinion of the City Attorney, are necessary for the consummation, performance and completion of this transaction and do not create any material change in the rights and duties of the CITY. The Redevelopment Agency of the City of San Bernardino, and its officers, are authorized to negotiate any such documents or amendments and to administer this LOAN Agreement . CSBO/0006/DOC/968 1/6/00 1000 jmw 23 2000-15 ARTICLE VII MISCELLANEOUS 52 . AMENDMENTS All parties or their assigns hereby expressly reserve all ' rights to amend any provisions of the LOAN, to consent to waive any departure from the provisions of the LOAN, to amend or consent to waive departure from the provisions of the NOTE, and to release or otherwise deal with any collateral security for payment of the NOTE provided, however, that all such amendments be in writing and executed by all parties or their assigns . 53. NOTICES All notices, consents, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party if mailed by certified mail, prepaid, to the parties at their address as set forth in the LOAN, or at such other address as' any party may have designated in writing to any other party hereto. 54 . SURVIVAL OF REPRESENTATIONS AND WARRANTIES All agreements, representations, and warranties made by BORROWER herein or in any other document or certificate delivered to the CITY in connection with the transaction contemplated by the LOAN, shall continue in full force and effect so long as NOTE is outstanding. 55 . SUCCESSORS AND ASSIGNS The LOAN shall be binding upon BORROWER, its successors and assigns, except that BORROWER may not assign or transfer its rights without prior written consent of the CITY, which consent shall be solely within CITY' s discretion. The LOAN shall inure to the benefit of the CITY, its successors and assigns, and, except as otherwise expressly provided in particular provisions hereof, all subsequent holders of NOTE. 56. AUDIT The CITY shall have the right to require BORROWER to provide within a reasonable time, a financial audit of CSBO/0006/DOC/968 1/6/00 1000 jmw 24 2000-15 BORROWER, by an independent certified public accountant chosen by CITY and paid for by BORROWER, if BORROWER is in default of any of their covenants or obligations to the CITY. 57 . GOVERNING LAW _ The LOAN, NOTE, Deed of Trust, Beneficial Economic Assignment of the Sublease and Environmental Indemnity Agreement and all other instruments shall be deemed contracts made under the laws of the State of California and for all purposes shall be construed in accordance with the laws of California. In the event any legal action should be filed by either party against the other, the venue and forum for such action shall be the Superior Court of the State of California for the County of San Bernardino. 58 . ARTICLE AND SECTION HEADINGS Article and Section Headings used in the LOAN are for convenience only and shall not affect the construction of the LOAN. 59. ATTORNEY' S FEES In the event either party shall bring an action to enforce the terms and conditions of the LOAN, the prevailing party shall be entitled to recover all of its costs and expenses, including, but not limited to 4 , reasonable attorney's fees as determined by the court. For the purposes of this Section 59, the words, "reasonable attorney' s fees" when applied in the case of the CITY shall include the salary, wages, benefits, and overhead of the lawyers employed by the office of the City Attorney of the City of San Bernardino. 60 . CONFLICT OF INTEREST No member, official or employee of CITY or BORROWER shall have any personal interest, direct or indirect, in the subject matter of LOAN, nor shall any such member, official or employee participate in any decision relating to LOAN which affects his personal interest or the interests of any corporation, partnership or association in which he has an interest, whether directly or indirectly. CSBO/0006/DOC/968 1/6/00 1000 jmw . 25 2000-15 61 . DISCRIMINATION No person shall, on the grounds of race, sex, creed, color, religion, or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any. activities, programs, or employment supported by this Contract . 62 . HUD CONTRACT COMPLIANCE BY BORROWER In addition to the covenant of the BORROWER relating to the creation of new jobs as set forth in Section 31, above, BORROWER shall make every effort to ensure that all projects funded wholly or in part by CDBG funds shall provide equal employment and career advancement opportunities for minorities and women. In addition, BORROWER shall make every effort to employ residents of the area and cause its tenants to so employ and shall kee15 a record of the BORROWER positions that have been created either by it or by its tenants directly or as a result of this program. BORROWER shall comply with the Executive Order Nos. 11246, 11375, 11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Housing and Employment Act and other applicable federal, state and CITY laws, regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. 63 . COUNTERPARTS This LOAN Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. CSBO/0006/DOC/968 116100 1000 jMW 26 2000-15 IN WITNESS WHEREOF, the authorized officer of the parties have executed this LOAN AGREEMENT . BORROWER Inland Valley Development Agency Dated: By: W f Ap roved As To Form: By: General Counsel CITY City of Sa Bernardino Dated: o/ ZG GO By: Gordon McGinnis Mayor Pro Tem App v As Fo m Ci y Attorney By:_� Rachel G. Clark, City Clerk CSBO/0006/DOC/968 1/6/00 1000 jmw 27 2000-15 EXHIBIT "A" [FORM OF $120, 000.00 NOTE] CSBO/0006/DOC/968 1/6/00 1000 jmw 28 2000-15 EXHIBIT "A" PROMISSORY NOTE PAYABLE TO A PUBLIC AGENCY (2000 City of San Bernardino Community Development Block Grant Loan) PRINCIPAL AMOUNT NOT TO EXCEED: San Bernardino, California $120, 000 . 00 Date: January 24, 2000 For value received, Inland Valley Development Agency, a joint powers authority (hereinafter called "BORROWER") promises to pay to the order of the City of San Bernardino (hereinafter called "CITY") at its office in the City of San Bernardino, State of California or at CITY' S option, at such other place as may be designated by CITY, the sum drawn by the BORROWER under the 2000 City of Sal Bernardino" Co-mur.ity Development Block Grant Loan Agreement, dated 01/24/2000 , 2000, not to exceed One Hundred Twenty Thousand Dollars ($120, 000.00) , together with interest on the outstanding and unpaid principal balance hereof, computed from the date of this NOTE at the rate of three_ percent (3.08) per annum. Payments shall be made by the BORROWER in level-debt monthly installments of principal and interest on the outstanding principal balance hereof based on a fifty four (54 ) month amortization schedule with the first such pa_.ment coming or. the first day of the seventh (7th) calendar month following the date of this NOTE and on the first day of each succeeding month until paid in full . This NOTE shall be fully ar..crt-zed and paid in fell on the fifth (5th) annivepsary fol'_owing its date. BORROW_R shall have the right to pay the NOTE in full at any time without penalty. The term "INDEBTEDNESS" as used herein shall mean the INDEBTEDNESS evidenced by t'r._s NOTE, including principal; interest, servicing charges and expenses, whether contingent, -nowdueor hereafter incurred. The term "COLLATERAL" as used in this NOTE shall mean any funds, guarantees, or other property or rights therein of any nature whatsoever or the proceeds thereof which may have been, are, or hereafter may be, hypothecated, directly or indirectly by the BORROWER or others in connection with, or as security for, the IN:7-BTEDNESS or any part thereof. The COLLATERAL, and each part thereof, shall secure the INDEBTEDNESS and each part thereof. The covenants and conditions set forth or referred to in any and all instruments of hypothecation constituting the COLLATERAL are hereby incorporated in this NOTE as covenants and conditions of the CSBO/0006/DOC/973 121121/59 330 ct 1 2000-15 BORROWER with the same force and effect as though such covenants and conditions were fully set forth herein. The term "CITY" as used herein shall mean the City of San Bernardino and its assigns . The INDEBTEDNESS shall immediately become due and payable upon the appointment, whether voluntary or involuntary, of a receiver or. liquidator for the BORROWER, under the provisions of any State or Federal insolvency law or under the provisions of the Bankruptcy Code of 1978 or upon the making by the BORROWER of an assignment for the benefit of its creditors . The CITY is authorized to declare all or any part of the INDEBTEDNESS immediately due and payable upon the happening of any of the following events; (1) failure of the BORROWER to pay any part of the INDEBTEDNESS when due; (2) Nonperformance by the BORROWER of any agreement with, or any condition imposed by CITY with respect to the INDEBTEDNESS; (3) CITY's discovery of the BORROWER's failure in any application of the BORROWER to CITY to disclose any fact deemed by CITY to be material or of the making thereof or in any of the said agreements, or in any affidavit or other documents submitted in connection with said application or the INDEBTEDNESS, of any misrepresentation by,--- on behalf of, or for the benefit of the BORROWER: (4 ) the merger or consolidation of the BORROWER, or the making of any agreement therefor without the prior consent of CITY; (5) the BORROWER' s failure duly to account, to CITY' s satisfaction, at such time or times as CITY may require, for any of the COLLATERAL, or proceeds thereof, coming into the control of the BORROWER; or (6) the institution of any suit affecting the BORROWER deemed by CITY to adversely affect_ its interest hereunder in the COLLATERAL or otherwise or (7) any other material breach by the BORROWER of the terms and conditions of the 2000 City of San Bernardino Community Development Block Grant Loan Agreement dated , 2000 . CITY's failure to exercise its rights under this paragraph shall not constitute a waive: thereof. Upon the nonpayment of the INDEBTEDNESS, or any part thereof, when due, whether by acceleration or otherwise, CITY is empowered to sell, and deliver the whole or any par", of the COLLATERAL at public or private sale. After deducting all expenses incidental to or arising from such sale or sales, CITY may apply the residue_ of the proceeds thereof to the payment of the INDEBTEDNESS, as it shall deem proper, returning the excess, if any, to the BORROWER. The BORROWER hereby waives all right of redemption or appraisement whether before or after sale. CITY is further empowered, to collect or cause to be collected or otherwise to be converted into money all or any part of the COLLATERAL, by suit or otherwise, and to surrender, compromise, release, renew, extend, exchange, or substitute any item of the COLLATERAL in transactions with the BORROWER or any third party, irrespective of any assignment thereof CSBO/0006/DOC/973 12/21/99 330 ct 2 2000-15 by the BORROWER. Whenever a sum payable by the BORROWER to the CITY is secured by the COLLATERAL- and is not paid when due, or is otherwise in default, whether or not the INDEBTEDNESS, or any part thereof, has become due, CITY shall have the same rights and powers with respect to such item of the COLLATERAL as are granted in respect thereof in this paragraph in case of nonpayment of the INDEBTEDNESS, or any part thereof, when due . None of the rights, remedies, privileges, or powers of CITY expressly provided for herein shall be exclusive, but each of them shall be cumulative with and in addition to every other right, remedy, privilege, and power now or hereafter existing in favor of CITY, whether at law or in equity, by statute or otherwise . The BORROWER agrees to take all necessary steps to administer, supervise, preserve, and protect the COLLATERAL; and regardless of any action taken by CITY, there shall be no duty upon CITY in this respect. The BORROWER shall pay all expenses of any nature, whether incurred in or out of court, and whether incurred before or after this NOTE shall become due at its maturity date or otherwise, indluding but not limited to reasonable attorney' s fees- and costs, which CITY may deem necessary or proper in connection with the satisfaction of the INDEBTEDNESS or the administration, supervision, preservation, protection of (including, but not limited to, the maintenance of adequate insurance) or the realization upon the COLLATERAL. CITY is authorized to pay at any time and from time to time any or all such expenses, add the amount of such payment to the amount of the INDEBTEDNESS, and charge interest thereon at the rate specified herein with respect to the princioa_ amount of this NOTE. The security rights of CITY and its assigns hereunder shall not be imoaired by CITY' s sale, hypothecation or rehycothecation of this NOTE or any item of the COLLATERAL, or by any indulgence, including but net limited to (1) any ' renewal, extension, or modification which CITY may grant with respect to the INDEBTEDNESS or any part thereof, or (b) any surrender, compromise, release, renewal, extension, exchange, or substitution which CITY may grant . in respect of the COLLATERAL, or (c) any indulgence granted in respect to any endorser, guarantor, or surety. The purchaser, assignee, transferee, or pledgee of this NOTE, the COLLATERAL, any guaranty, and any other document (or any of them) , sold, assigned, transferred, pledged, or repledged, shall forthwith become vested with and entitled to exercise all the powers and rights given by this NOTE to CITY as if said purchaser, assignee, transferee, or pledgee were originally named as Payee in this NOTE. It is understood and agreed by and between the BORROWER that should the BORROWER sell or convey the real property covered by the Deed CSBO/0006/DOC/973 12/21/99 330 ct 3 2000-is of Trust securing this NOTE, then at the option of the CITY, the unpaid balance of principal and interest then due on this NOTE shall immediately become due and-payable . BORROWER: Inland Valley Development Agency, a joint powers authority By: W . ,rame4 Gourley tive Director Y CSBO/0006/DOC/973 12/21/99 330 tt 4 2000-is EXHIBIT "B" [SOURCES AND USES OF FUNDS TO CONSTRUCT PROJECT--PROJECT DESCRIPTION] 0 CSBO/0006/DOC/968 1/6/00 1000 jmw 2000-15 EXHIBIT "B" SOURCES AND USES OF FUNDS TO CONSTRUCT PROJECT--PROJECT DESCRIPTION The Project consists of the construction and installation by the BORROWER of certain life safety and electrical utility system rehabilitation work and improvements of Building No . 932 . Upon completion of the Project, Building No. 932 shall be delivered for possession by the BORROWER to Astrofab, Inc. , pursuant to the terms of a written lease agreement by and between the BORROWER and Astrofab, Inc. Following the completion of the work of improvement of the Property by BORROWER and the commencement of possession of Building No. 932 by Astrofab, Inc. , the tenant is solely responsible for paying for the cost and completion of other tenant improvements to Building No. 932 . Building No. 932 includes approximately 98, 000 square feet of interior building area and appurtenant parking. The prindipal amount of the LOAN shall not exceed $120, 000.00:' All of the proceeds of the LOAN shall be disbursed by CITY to the BORROWER. The BORROWER presently estimates that the total cost of the Project shall be $155, 000 . 00. The BORROWER is solely responsible for contributing its own funds (presently estimated to be not more than $35, 000 . 00) in an amount sufficient (together with the proceeds of the LOAN not to exceed $120,000.00) to complete the Project within ninety (90) days following the initial disbursement of the proceeds of the LOAN. In the event that the total cost of the Project may exceed $155, 000. 00 the BORROWER is solely responsible for contributing additional funds as necessary in order to assure the completion of the Project . The proceeds of the LOAN shall be used and applied solely to pay for the cost of the Project, including the payment of title issuance costs and recording fees, if any, evidencing the security interest of the CITY under the terms of the LOAN. All work performed by the BORROWER on Building No. 932 shall be accomplished as a "public works project" of the BORROWER under applicable provisions of the Public Contracts Code and 24 CFR Part 85 all as more fully set forth in the LOAN Agreement . CSBO/0006/DOC/979 1/6/00 1140 jm 1 2000-15 EXHIBIT "C" [LOAN DISBURSEMENT APPROVALS AND PROCEDURES] CSBO/0006/DOC/968 1/6/00 1000 jmw 2000-15 EXHIBIT "C" LOAN DISBURSEMENT APPROVAL PROCEDURE This exhibit contains as outline of the LOAN disbursement approval procedure for the not to exceed $120, 000 . 00 loan of the CITY to the BORROWER, the Inland Valley Development Agency: 1 . Each disbursement of the proceeds of the LOAN shall be initiated by a written request for LOAN disbursement executed by the Executive Director of the Inland Valley Development Agency which includes the following information: A) a statement that the BORROWER is in compliance with the terms and conditions of the LOAN Agreement and that no default exists thereunder and that no event has occurred with the passage of time which would be a default under the LOAN Agreement; B) indicates the amount of the LOAN for which disbursement is sought; C) contains a suitably detailed description of the improvements of Building No. 932 for which the LOAN disbursement shall be applied by the BORROWER; D) certify that all stop notice and materials releases have been obtained for the work performed on Building No. 932 through the date of the disbursement request; E) a statement that a certified payroll record has been obtained from the general contractor which indicates that. not less than prevailing wages have been paid to workers (including employees of subcontractors) engaged in the work of improvement on Building No. 932 for the work performed through the date of the disbursement request; 2 . (a) The CITY shall make the initial disbursement of the proceeds of the LOAN to the BORROWER within ten (10) days following receipt of a completed written request for LOAN disbursement and confirmation by the Executive Director of the Economic Development Agency of the City of San Bernardino, or designee, that all of the following have been satisfied: A) each of the following have been fully executed by the BORROWER: CSBO/0006/DOC/981 1/18/00 1040 jmw 1 of 3 2000-15 i) Note; ii) Deed of Trust; iii) Environmental 'Indemnity Agreement; iv) Beneficial Economic Assignment of the Sublease for Building No. 932; B) the BORROWER has delivered the opinion of its legal' counsel as set forth in Section 15 .b. , of the LOAN Agreement; C) the BORROWER has provided the CITY with a CTLA lender' s policy of title insurance in the principal amount of the LOAN in the form required by Section 15.b. (4) (b) of the LOAN Agreement; D) the BORROWER has provided the CITY with written evidence of insurance coverage as required by Section 35 of the LOAN Agreement; E) ' the BORROWER has provided the CITY with a true and correct copy of the fully executed sublease agreement relating to Building 932 by and between Astrofab, Inc. and the BORROWER, together with the tenant financial information described at Section l .g (14) and (15) of the LOAN Agreement; F) the BORROWER has provided the CITY with a copy of the appraisal report dated May 24, 1999, relating to Parcel "F" and a confirming letter of the appraiser which indicates an allocation of value for Parcel "F" between Parcel "F-1" and Parcel "F- 2" such that Parcel "F-2" has a value of not less than $1, 200, 000. 00 . (b) From each disbursement of the LOAN the CITY shall withhold a retention of ten percent (10%) of the amount of the LOAN disbursement requested. The aggregate amount of the LOAN retention shall be disbursed to the BORROWER within ten (10) days following receipt of a LOAN disbursement request of the BORROWER which indicates that the improvement of Building No. 932 to be undertaken by the BORROWER has been completed. (c) The proceeds of the LOAN shall be disbursed to the BORROWER in one or more draws; provided however that the work of improvement of Building No. 932 to be undertaken by the BORROWER shall be completed within not more e than ninety (90) days following the date of the initial disbursement of the proceeds of the LOAN. CSBO/0006/DOC/981 1/18/00 1040 jmw 2 of 3 200o-15 3. Unless otherwise indicated in this Exhibit, the meaning of all defined terms and phrases as used herein shall be the same as set forth in the LOAN Agreement: In the event that there is any inconsistency between a provision of this Exhibit and a provision of the LOAN Agreement, the Executive Director of the Economic Development Agency of the City of San Bernardino, or designee, shall harmonize the applicable provisions of the LOAN Agreement and this Exhibit in such manner as best serves the interests of the CITY. CSBO/0006/DOC/981 1/18/00 1040 jmw 3 of 3 2000-is EXHIBIT "D" [FORM OF DEED OF TRUST] CSBO/0006/DOC/968 1/6/00 1000 jmw 2000-is RECORDATION REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF SAN BERNARDINO REDEVELOPMENT AGENCY 201 North "E" Street Suite 301 San Bernardino, California 92415 ATTN: Housing Division Space Above This Line is For Recorder' s Use Only DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS (2000 'tity of San Bernardino Cocr4.unity Development Bock Grant Loan) THIS DEED OF TRUST AND ASS=GN.''ENT OF LEASES AND RENTS (the "Deed of Trust") is dated, January 24 , 2000, among the Inland Valley Development Agency (the "Trustor") , whose address is 294 South Leland Norton Way Suite No. 1, San Bernardino, California 92406 and the City of San Bernardino (the "Lender" or the "Beneficiary") , whose address is 201 North "E" Street, Suite 301, San Bernardino, California 92415 and Orange CoastTitle Insurance Company, a (the "Trustee") whose address is 1 . 0 CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, for the benefit of Lender as Beneficiary, all of Trustor ' s right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances and all other rights, royalties, and profits relating to the real property, including and without limitation all minerals, oil, gas, geothermal and similar matters located in San Bernardino County, State of California (the "Property") : SEE EXHIBIT "A" LEGAL DESCRIPTION ATTACHED HERETO CSSO/0006/DOC/972 12/21/99 300 jmw 1 2000-15 Trustor presently assigns to the Lender all of Trustor' s right, title and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Trustor grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property defined below. 2 .0 DEFINITIONS . The following words shall have the following meanings when used in this Deed of Trust . Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code . All references to dollar amounts shall mean amounts in lawful money of the United States of America: Beneficiary. The word "Beneficiary" means the City of San Bernardino, a charter city. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust and A=ssignment of Rents among Trustor, Lender, and Trustee, and includes without limitation all assignment_ and security interest provisions relating to the Personal Property and Rents . Improvements . The word "Improvements" means and includes without limitation all existing improvements on the Property. Indebtedness . The word "Indebtedness" means all principal and, if acclicable, interest payable under the Promissory Note, the pe_formance covenants of the Trustor in favor of the Lender as arise under the Loan Agreement and any amounts expended or advanced by Lender to discharge_ obligations of Trustor or expenses incurred by Trustee or Lender to enforce obligations of Trustor under the Promissory Note and this Deed of Trust, together with interest on such amounts . This Deed of Trust secures, in addition to the amounts specified in the Promissory Note any future advances, together with all interest thereon, which future advances the Lender may in its sole and absolute discretion make so long as Trustor complies with all the terms and conditions of the Promissory Note or other loan agreement . Lender. The word "Lender" means the City of San Bernardino, a charter city. Loan Agreement. The words "Loan Agreement" refers to that certain 2000 CDBG Funds Loan Agreement dated January 24. 2000 by and between the Lender and the Trustor. CSBO/0006/DOC/972 12/21/99 300 jmw 2 2000-1s Personal Property. The words "Personal Property" means all equipment, fixtures, and other articles of personal property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Property. Promissory Note. The words "Promissory Note" mean the Promissory Note of even date herewith, in the principal amount not to exceed One Hundred Twenty Thousand Dollars ($120, 000 . 00) from Trustor to the Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for the Promissory Note . Property. The word "Property" means collectively the Property and the Personal Property, and the rights described above in the "Conveyance and Grant" section of the Deed of Trust . Rents. The word "Rents" means all present and Future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. Trustee. The word "Trustee" means Title Insurance Company, and any substitute or successor tr:at=_=_s . Trustor. The word "Trustor" means the Inland Valley Development Agency, a joint powers authority. 3 . 0 THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORM.'.'-.NCE OF ANY AND ALL OBLIGATIONS OF TRUSTOR UNDER THE PROMISSORY NOTE AND THIS DEED OF TRUST . THE PROMISSORY NOTE AND THIS DEED OF TRUST ARE GIVEN AND ACCEPTED ON THE FOLLOWING TERMS : 3 . 1 PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Tr_stor' s- obligations under the Promissory Note, this Deed of Trust, and the Related Documents . 3 .2 POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor ' s possession and use of the Property shall be governed by the following provisions : Possession and Use. Until the occurrence of an Even*_ of Default, Trustor may (a) remain in possession and control of CSBO/0006/DOC/972 12/21/99 300 jmw 3 2000-1s the Property, (b) use, operate or manage the Property for any purpose authorized by law. Duty to Maintain. Trustor shall maintain the Property; provided however, that the Trustor may demolish any building or structure thereon at any time, without further notice to the Lender. Hazardous Substances . The terms "hazardous wastes", "hazardous substance", "disposal, " "release", and "threatened release", as used in this Deed of Trust, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S .C. Section 9601, St sea. ("CERCLA" ) , the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA") , the Hazardous Materials Transportation Act. 49 U. S .C. Section 1801, f! sea. , the Resource Conservation. and Recovery Act, 49 U. S .C. Section 6901, a se. , Chaoter_ 6.5 through 7 .7 of Division 20 of the California Health and Safety Code, S4'ction 25100, g-� sea. , or other applicable state or.` Federal laws, rules, or regulations adopted pursuant to any of the foregoing. Trustor represents and warrants to Lender that : (a) except as previously disclosed by the Trustor to the Lender pursuant to the Loan Agreement and that certain Finding of Suitability to Transfer dated , as prepared by the United States Air Force, Truster has no other knowledge_ of, or reason to believe that there has beer.: (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance by any prior owners or occupants of the Property or (ii) any actual or threatened litigation or claims of any :kind by any person relating to such matters; and (b) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste of substance on, under, or about the Property. Trustor hereby authorizes Lender and its agents to enter upon the Property to make such inspections and tests as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust . Any inspections or tests made by Lender shall be for Lender ' s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and warranties contained herein CSBO/0006/DOC/972 12/21/99 11111 jmw 4 2000-15 are based on the disclosures made to the Trustor by Lender as set forth in the Loan Agreement and on Trustor' s separate investigation of the Property for the presence of hazardous substances . Lender's Right to Enter. Lender and its agents and representatives may enter upon the Property at all reasonable times to attend to Lender' s interests and to inspect the Property for purposes of Trustor' s compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities aZplicable to the use or occupancy of the Property. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Trustor has notified Lender n writing prior to doing so and so long as, in Lender' s sole cpinion, Lender' s interests in the Property are not jeopardized. Lender may require Trustor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon nor leave unattended the Property. Trustor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to ^rotect and preserve the Property. 3 .3 DUE ON SALE. Due on Sale. The Lender may, at its option, declare immediately due and payable all sums secured by this Deed of Trust upon the sale or transfer, without the Lender ' s prior written consent, of all orany part of the Property, or any interest in the Property. A "sale or transfer" means the conveyance of the Property or any right, title or interest therein; whether legal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than five (5) years subject to the provisions of the subparagraph entitled "Permitted Leases" in paragraph 12 . 0, below, or by sale, assignment or transfer of any beneficial interest in or to any land trust holding title to the Property or by any other method of conveyance of the property interest. This option to declare immediately due and CSBO/0006/DOC/972 12/21/99 300 jmw 5 2000-is payable all sums secured by this Deed of Trust shall be exercised by the Lender in accordance with the provisions of Paragraph 5 . 1 hereof; provided however, this option shall not be exercised if such remedy is prohibited by applicable law. 3 . 4 TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. To the extent that the Trustor may not be exempt from the payment of taxes or assessments as a local public agency, Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes, assessments, charges, fines and impositions levied against or on account of the Property. Furthermore, the Trustor shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Ceed of Trust, except f'or the lien of property taxes and assessments not duly- Right to Contest. Trustor may withhold payment of any' tax, assessment, lien or claim on the Property in connection with a good fai ti: dispute over its obligation to pay such tax, assessment, lien or claim, so long as Lender' s security interest in the Prcoerty is not jeopardized. If a lien arises or is filed as a result of nonpayment, Trustor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days aft er Trustor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit w_th Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys ' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings . Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. 3 .5 [Reserved -- No Text] CSSO/0006/DOC/972 12/21/99 300 jmw 6 2000-15 3 . 6 EXPENDITURES BY LENDER. If Trustor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Trustor' s behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate charged under the Promissory Note from the date incurred or paid by Lender to the date of repayment by Trustor. All such expenses, at Lender' s option, will (a) be payable on demand, (b) be added to the balance of the Promissory Note and be apportioned among and be payable with any installment payments to become due during the remaining term of the Promissory Note, or (c) be treated as a balloon payment which will be due and payable at the Promissory Note ' s maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing t'he default so as to bar Lender from any remedy that rt7 otherwise wcu'_d have had. 3 . 7 WARRANTY; DEFENSE OF TITLE. The follow-4 ,a provisions relating to ownership of the Property are a part of this Deed of Trust : Title. Trustor warrants that Trustor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Trustor warrants and will forever defend its title to the Property against the clair.s •of all persons subject to the matters disclosed in the policy of title insurance of even date herewith, issued in favor of the Trustor pursuant to the Loan Agreement. In the event any action or . proceeding is commenced that questions Trustor' s title or the interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor ' s expense. Trustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance with Laws. Trustor warrants that the Property and Trustor' s use of the Property complies with all existing CSBO/0006/DOC/972 12/21/99 300 jmw 7 2000-15 applicable laws, ordinances, and regulations of governmental authorities . 3 . 8 CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust: Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees, of Trustee or Lender in connection with the condemnation. Proceedings . If any proceeding in condemnation is filed, Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to d=_'end. the action and obtain the award. Trustor may be the ror„inail party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented iE the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. 3 . 9 IMPOSITION OF TARES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Deed of Trust : Current Taxes , Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien and security interest in the Property. Trustor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of Trust . Taxes . The following shall constitute taxes to which this section applies: (a) a specific tax upon this type of Deed of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (b) a specific tax on Trustor which CSBO/0006/DOC/9 72 12/21/99 300 jmw 8 2000-15 Trustor is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (c) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Promissory Note; and (d) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Trustor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default (as defined below) , and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. 3 . 10 [Reserved -- No Text] 1 . 3 . 11 FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust : Further Assurances. At anv time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or wi11 cause to be made, executed or delivered, to Lender or to Lender' s des'-gnee, and when requested by Lender, cause to be filed, recoried, refil=_d, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem accrocr_ate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, ccmplete, perfect, continue, or preserve (a) the obligations of Trustor under the Promissory Note, this Deed of Trust, and (b) the liens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or agreed to the contrary by Lender in writing, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-In-Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor' s expense. For such C500/0006/DOC/972 12/21/99 300 jmw 9 2000-15 purposes, Trustor hereby irrevocably appoints Lender as Trustor' s attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender' s sole opinion, to accomplish the matters referred to in the preceding paragraph. 4 .0 FULL PERFORMANCE AND RECONVEYANCE. If Trustor pays the Promissory Note and all amounts as may become due under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance of this Deed of Trust and shall execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender' s security interest in the Rents and Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance . 5 . 0 DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default' under t$'is Deed of Trust: Default on Payments Due Under the Promissory Note. Failure of Trustor to make any payment when due under the Promissory Note. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Promissory Note or the Loan Agreement . Breaches . Any warranty, representation or statement made or furnished to Lender by or on behalf of Trustor under this Deed of Trust, the Promi=ssory Note or the Loan Agreement is, or at the time mad=_ or furnished was, false in any material respect. Insolvency. The insolvency of Trustor, appointment of a receiver for any part of Trustor's property, any assignment for the benefit of creditors, the commencement of any proceeding under any bankruptcy or insolvency laws by or against Trustor, or the dissolution or termination of Trustor' s existence as a joint powers authority. Foreclosure, etc. Commencement of foreclosure, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Trustor against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the CSBO/0006/Doc/972 12/21/99 300 }mw 10 2000-15 foreclosure, provided that Trustor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 5. 1 RIGHTS AND REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire indebtedness secured by this Deed of Trust immediately due and payable by delivery to Trustee of a written declaration of default and demand for sale and of 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. Beneficiary also shall deposit with Trustee this Deed of Trust, the Promissory Note, other docum=_^ts requested by Trustee, and all doc"ments evidencing expenditures secured hereby. After the lapse et such time as may then be required by law following the recordation of the notice of default, and notice of ' sale having been Given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion c` the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time filed by the preceding postponement in accordance with applicable law. Trustee shall deliver to a purchaser its deed convevinc the Prop=rty so 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. Any person., including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of Trustee and of this Deed of Trust, including cost of evidence of title in connection with sale. Trustee shall apply the proceeds of sale to payment of; all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. CSBO/0006/DOC/972 12/21/99 300 jmw 11 2000-1s Judicial Foreclosure. With respect to all or any part of the Property, Lender shall have the right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. Collect Rents . Lender shall have the right, without notice to Trustor, to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender' s costs, against the indebtedness . In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor' s attorney-in-fact to endorse instru-ents received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds . Paymen_s by tenants or other users to Lender in response to Lender 's demand shall satisfy the obligations for which the pay-.=_nts. are made, whether or not any proper grounds for the de-:att'd existed. Lender may exercise its ric:hts under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any par_ of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and app-' y the proceeds, over and above the cost of the receivership acainst the indebtedness . The receiver may serve without bond if permitted by law. Len' _+ der' s right to the aoointment of a receiver shall- exist whether or not the apparent value of the Property exceeds the indebtedness by a substantial amount: Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall becc-e a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. CS90/0006/DOC/972 12/21/99 300 jmw 12 2000-15 Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Promissory Note or by law. Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least five (5) days before the time of the sale or disposition. Any sale of Personal Property may be made in conjunction with any sale of the Property. Sale of the Property. To the extent permitted by applicable law, Trustor hereby waives any and all rights to ha-;e the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any pert of the Property together or separately, in one sale or by separate sales . Lender shall be entitled to bid at any public_ sale on 'ill or any portion of the ?_operty. Waiver: Election of Remedies. A waiver by any party 'of a breach of a provision of this reed of Trust shall not constitute_ a waiver of or prejudice the party' s rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust or the Promissory Note or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust after failure of Trustor to perform, shall not affect Lender's right to declare a default and to exercise any cf its remedies . Attorneys ' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall he entitled to recover such sum as the court may adjudge reasonable as attorneys ' fees at trial and on any appeal . Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender' s opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the indebtedness payable on demand and shall bear interest at the Promissory Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender' s attorneys' fees whether or not there is a CSHO/0006/DOC/972 12/21/99 300 jmw 13 2000-15 lawsuit, including attorneys ' fees for bankruptcy proceedings (including efforts to modify.or vacate any automatic stay or injunction) , appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports) , surveyors ' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums provided by law. For the purposes of this Section the words "Lender' s Attorney' s fees" include the salary, wages, benefits and overhead of the lawyers employed by the office of the City Attorney for the City of San Bernardino. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. 6. 0 POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust : Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by Trustee . Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed CSBO/0006/DOC/972 12/21/99 300 jmw l� 2000-1s hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of San Bernardino County, California. The instrument shall contain, in addition to all other matters required by state law, the names of the original Lender, Trustee, and Trustor the book and page where this Deed of Trust is recorded, and the name and address of. the successor Trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor Trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for substitution. 7 . 0 NOTICES TO TRUSTOR AND OTHER PARTIES. Any notice under this Deed of Trust shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of this notice is to change the party' s address . All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender' s address, as shown near the beginning of this Deed of Trust . For notice purposes, Trustor agrees to keep Lender and Trustee informed at all times of Trustor' s current address . Each Trustor requests that copies of any notices of default and sale be directed to Trustor' s address shown near the beginning of this Deed of Trust . 8 . 0 STATEMENT OF OBLIGATION. Lender may collect a fee, in an amount not to exceed the statutory maximum, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. 9. 0 [Reserved -- No Text] 10. 0 ASSIGNMENT OF CONTRACTS. In addition to any other grant, transfer or assignment effectuated hereby, without in any manner limiting the generality of the grants in the conveyance and grant section hereof, Trustor shall assign to Beneficiary, as security for the indebtedness secured hereby, Trustor' s interest in all agreements, contracts, leases, licenses and permits affecting the Property in any manner whatsoever, such assignments to be made, if so requested by Lender, by CSBO/0006/DOC/972 12/21/99 300 jmw 15 2000-is instruments in form satisfactory to Lender; but no such assignment shall be construed as a consent by Lender to any agreement, contract license or permit so assigned, or to impose upon Lender any obligations with respect thereto. 11 . 0 BOOKS AND RECORDS. Trustor shall maintain, or cause to be maintained, proper and accurate books, records and accounts reflecting all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation of the Property, whether such income or expense be realized by Trustor or by any other person or entity whatsoever excepting persons unrelated to and unaffiliated with Trustor and who leased from Trustor portions of the Property for the purposes of occupying the same. Upon the request of Lender, Trustor shall prepare and deliver to Lender such financial statements regarding operation of the Property as Lender may reasonably request. Lender, or its designee, shall have the right from time to time during normal business hours to examine such books, records and accounts and to make copies or extracts therefrom. 12 . 0 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Permitted Leases. Notwithstanding the provisions of Paragraph 3 . 3 entitled "Due on Sale", so long as the Trustor is not in default under this Deed of Trust the Trustor may enter into one or more leases affecting all or portion of the Property which leases may have a term of five (5) years or longer on condition that such lease of the Property by and between the Trustor and such tenant includes the following` provisions : (i) such lease is subordinated in all respects to this Deed of Trust and any advances made or to be made to the Trustor under the Loan Agreement or the Promissory Note and all consolidations, extensions, modifications or renewals thereof; and (ii) if Lender succeeds to Trustor' s interest under such lease, the Lender shall not be liable for any prior act or omission of Trustor or subject to any offsets or defenses which the tenant might have against the Trustor nor shall the Lender be obligated to credit the tenant with any rent or additional rent for any rental period beyond the then current month which tenant might have paid the Trustor nor shall the Lender CSBO/0006/DOC/972 12/21/99 300 jmw 16 2000-1s be liable for any refund to such tenant of all of any part of any security deposit to tenant held by the Trustor for any purpose unless such security deposit shall have been actually received by the Lender. In the event of receipt of any such security deposit, Lender' s obligations with respect thereto shall be limited to the amount of such security deposit actually received by Lender, and the Lender shall be entitled to all rights, privileges and benefits of Trustor set forth in the lease with respect thereto. (iii) if the Lender obtains the right to possession of the Property or if the Trustor' s interest under the lease is transferred to the Lender by foreclosure, deed. in lieu of foreclosure, or otherwise, and, subject to tenant' s performance of its obligations under the lease, then the lease will continue in full force and effect, the Lender shall recognize the lease and the tenant' s rights thereunder, and the tenant shall make full and complete attornment to the Lender as substitute landlord in place of the Trustor upon the same terms, covenants and conditions as provided in the lease . Amendments. This Deed of Trust constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of California. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust . Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit CSHO/0006/DOC/972 12/21/99 300 jm 17 2000-15 of Lender in any capacity, without the written consent of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not. render that provision invalid or unenforceable as to any other persons or circumstances . If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. Subdivision of the Property. The Trustor may cause the Property to be subdivided in compliance with the Subdivision Map Act at any time, and the Lender hereby consents to the recordation by the Trustor of a parcel map, subdivision map or parcel merger map affecting all or any part of the Property. Time is of the Essence. Time is of the essence in- the performance of this Deed of Trust. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right . A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party' s right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender' s rights or any of Trustor' s obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. CSSO/0006/DOC/972 12/21/99 300 jmw 18 2000-15 THE TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND THE TRUSTOR AGREES TO ITS TERMS, AND THE TERMS OF THE PROMISSORY NOTE SECURED BY THIS DEED OF TRUST. TRUSTOR: Inland Valley Development Agency, a joint powers authority, By: W , By: [SIGNATURES MUST BE ACCOMPANIED BY NOTARY JURAT] CSBO/0006/DOC/972 12/21/99 300 jmw 19 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT m»yiii miuzFOV�oaas�ivi i�EZV�iiiwFRS�iiisen<esawsimar'aiuwsowriiw�mnw�ro�iiisvwvnaiiwirwmuiisiasoaw�ry S State of California ) ss. County of San Bernardino ) , �. �Q/! E�F�td!'v On � �, ��� , before me, —/"d�✓GCz personally appeared impersonally known to me ❑ proved to me on the basis of satisfactory evidence S to be the person(s) whose name(s) is/are e subscribed to the within instrument and PATRICIA A.DICKENSON = CCMµ�tf�ggf acknowledged to me that he/she/they executed the rn Notary Pubrlacarrlmia y same in his/her/their authorized capacity(ies), and w SAN BERNARDINocouNTY that by his/her/their signature(s) on the instrument My ecORk"'E%at.2003 the person(s), or the entity upon behalf of which the a person(s) acted, executed the instrument. WITNESS my hand and official seal. k Signature of Notary Public r -_N Place Notary Seal Above �- � - -------- OPTIONAL-----_----------------------------------_----_.__ , Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. , a Description of Attached Document Title or Type of Document: Document Date: Number of Pages: 4 Signers) Other Than Named Above: e e e Capacity(ies)Claimed by Signer t Signers Name: e ❑ Individual Top of tnvmu bare ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Attorney in Fact 3 ❑ Trustee ❑ Guardian or Conservator i ❑ Other: e R Signer Is Representing: e s 2000-15 EXHIBIT "E" [FORM OF BENEFICIAL ECONOMIC ASSIGNMENT OF THE SUBLEASE FOR BUILDING -NO. 9321 CSBO/0006/DOC/968 1/6/00 1000 jmw 2000-15 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino 201 North "E" Street Suite 301 San Bernardino, California 92401 Attention: Executive Director INLAND VALLEY DEVELOPMENT AGENCY BENEFICIAL ECONOMIC ASSIGNMENT OF SUBLEASE AND RENT (Former Norton Air Force Base Building No. 932) THIS BENEFICIAL ECONOMIC ASSIGNMENT OF SUBLEASE AND RENT ("Assignment") is dated as of January 24 , 2000, and is made by the Inland Valley Development Agency, a joint powers authority (the "Assignor") , in favor of the City of San Bernardino (the "City") . WHEREAS, the City has agreed to make a loan to Assignor in an original principal amount not to exceed ONE HUNDRED TWENTY THOUSAND DOLLARS DOLLARS ($120, 000) (the "CDBG Loan") for the redevelopment of certain property located in the County of San Bernardino generally known as former Norton Air Force Base Building No. 932 ("Building No . 932") , more particularly described in Exhibit "A" attached hereto and incorporated he--e-n by this reference, in accordance with the provisions of thAt certain 2000 City of San Bernardino Community Development Block Grant Loan Agreement, dated as of January 24 , 2000 (the "CDBG Loan Agreement") by and between the Assignor and the City. The CDBG Loan is evidenced by a Promissory Note dated concurrently herewith in the original principal amount of the Loan (the "Note") ,which Note is secured by (i) this Assignment; and (ii) a Deed of Trust, Security Agreement and Assignment of Rents (the "Deed of Trust") dated concurrently herewith and encumbering certain lands known as former Norton Air Force Base Parcel "F-2" together with all improvements now or hereafter constructed thereon; and (iii) such other instruments which recite that they have been given as security for the Note and the performance of the obligations described in the Loan Agreement (the "Additional Documents") . This Assignment, the Note, the Deed of Trust, and the Additional Documents are hereinafter collectively referred to as the "Security Documents". CSSO/0006/DOC/975-1 1/5/00 430 jmv 1 2000-15 WHEREAS, execution and delivery of this Assignment to City is a condition of City making- the CDBG Loan. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor hereby agrees as follows: 1 . Assignment . For value received, Assignor hereby absolutely and irrevocably conveys, transfers and assigns to City: (a) All of Assignor' s right, title and interest in any and all existing or future leases, subleases, licenses, concessions or other agreements (herein singularly or collectively referred to as the "Leases") which demise or grant a possessory interest in or the right to use all or a portion of the Building No. 932, together with all extensions, replacements and renewals of such Leases and all guarantees of and security for the obliga tion of any and all tenants (herein singularly or collectively referred to as the "Tenants") under such Leases including that certain sublease da*_et: January 4, , 2000 by and between A55igncr, a-§ landlord, and Astrcfab, Inc. , a California corporation, as Tenant. (b) All of Assignor' s right, title and interest to collect and receive all of the rents, income, and profits now due or which may become_ du=_ or to which Assignor may now or hereafter become entitled or which Assignor may make demand or claim for, arising or issuing frcm or out of the Leases or from or out of Building No. 932 or any part thereof, including but not limited to minimum rents, additional rents, percentage rents, parking or comaon area maintenance contributions, tax and insurance contributions, deficiency rents and liquidated damages following default in any Lease_, and all proceeds payable unde. any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to Building No. 932, together with any and all rights and claims of any kind which Assignor may have against any Tenant under the Leases or any subtenants or occupants of Building No. 932 (all such monies, rights and claims described in this paragraph hereinafter referred to as "Rents") . The foregoing assignment, transfer and conveyance is intended to be and constitutes a present and absolute assignment, transfer and conveyance by Assignor to City. The rights and remedies of City set forth herein are subject and subordinate to the rights of the Secretary of the Air Force, as set forth in that certain Agreement entitled "Agreement Between the Department of the Air Force and the Inland Valley CS30/0006/DOC/975-1 1/5/00 430 jmv 2 2000-15 Development Agency, " dated March 9, 1995, as amended by and between the Assignor and the Secretary of the Air Force (the "EDC Agreement") . 2 . Obligations Secured. This Assignment is given for the purpose of securing: (a) Payment of all sums, with interest thereon, becoming due and payable to City under the provisions hereof or under the provisions of the Note or the Security Documents, (and renewals, modifications, changes or extensions thereof) ; and (b) Payment of additional sums and interest thereon which , may hereafter be loaned by the City to Assignor, when evidenced by a promissory note or notes reciting that same are secured by the Security Documents; and (c) Performance and observance of each of Assignor' s obliga-_ions, covenants, conditions and warranties to the City containdd herein, in the Note and in the Security Documents:" 3 , cc-renant of Assignor. To protect the security of this Assignment, Assignor covenants and agrees : (a) To _ --form each of its obligations under the Leases; at its sole cost and expense_, to use ccs-ercially reasonable efforts to enforce or secure the performance by Tenants of each obligation under the Leases; and not to waive or release any Tenant from the obligations of any such tenant without first obtaining the approval o :' City. Subject to the rights of the Air Force under the EDC Agreement, Assignor assigns to the City all Assignor' s r_cht and power to modify in any material respect the terms of the Leases subject to Assignor' s rights he-reinafter set forth. Any attempt on the part of Assignor to exercise any such right without the written consent of the City, shall be a breach of the terms hereof. (b) To defend at Assignor's sole_ cost any action in any manner connected with the Leases or t:-e obligations thereunder, and to pay all costs of the City, including attorney' s fees in a reasonable sum, in any such action in which the City may appear. (c) If Assignor fails to do any act as herein provided, the City, but without obligation so to do and without notice to Assignor, an' without releasing Assignor from any obligation hereof, may take action in such manner and to such extent as City may deem necessary to protect the security described C360/0006/DOC/975-1 1/5/00 430.jw 3 i 2000-15 herein. These actions include specifically, without limiting City' s general powers, the defense of any action purporting to affect the security described herein or the rights or powers of the City, and also the performance of each obligation of Assignor set forth in the Leases . In exercising such powers, the City may employ attorneys and other agents, and pay necessary costs and reasonable attorneys' fees. Assignor agrees to give prompt notice to the City of any default of any Tenant and of any notice of default on the part of the Assignor with respect to the Lease=_ received from a Tenant, together with an accurate and complete copy thereof. (d) To pay immediately to the City upon demand all sums expended by the City under the authority hereof, including reasonable attorneys' fees and costs, together with int=_rest , thereon at the then applicable interest rate payable on the Note and such sums shall be added to Assignor' s indebtedness and shall be secured hereby and by the Security Documents . 4 . - Ass-anor' s Warranties . Assignor represents and warrants to the C _y that : (a) except as set forth under the terms of the EDC Agreement, to which the City has consented, Assignor has not executed any other or prior assignment of the Leases or the Rents accruing thereunder which shall be in effect on or after the funding of the CD&G Loan.; (b) Assignor has not performed any act or executed any instrument which might pre-rent City from operating under any of the terms and conditions of the Leases, or which would limit City in such operation., or acce_ct=_d Rent for any period subsequent to the current one (1) month period for which Rent has already become due and payable; (c) no default by any of the Tenants or Assignor now exists under the Leases except as set forth in writing to the City; (d) Assignor has not executed or cranted any modification whatever of the Leases, and the Leases are in full force and effect according to the terms and conditions thereof; (d) Assignor has good right, title and interest in and to the Leases and Rents hereby assigned and the right to assign the same, subject to the EDC Agreement, and that no other person or entity (other than the Secretary of the Air Force under the EDC Agreement) has any right, title or interest therein; and (f) Assignor has duly and timely performed all of the terms, covenants, conditions and warranties set forth in the Leases which are tc be kept, observed and performed by Assignor. C530/0006/DOC/975-1 1/5/00 430 jm. 4 2000-15 5. Aar =meat of Assigno* and City. It is mutually agreed that: ' (a) So long as there is no (i) uncured default by Assignor in the payment of any principal or interest due under the Note; (ii) uncured default in the performance or observance of any of the terms of the Note, the CDBG Loan Agreement, the Security Documents or any other security instruments executed in connection with the Note and Security Documents; or (iii) any uncured default in the performance of any obligation, covenant or agreement herein or in the Leases, Assignor shall have a license to collect upon, but not prior to accrual, all rents, issues and profits coming due pursuant to the Leases and to hold the same as a trust fund (without any obligation for an accounting or segregation of such trust fund by Assignor) to be applied prior to default as follows: ; r r to the payment of taxes and assessments upon Building No. 932, if any, before any penalty or interest is due thereon; Second, to the cost of insurance, maintenance, repairs and any other payments as required by the terms of the Security Documents; i Third, t• satisfaction of all obligations under the Leases; Fourth, to the payment of interest, principal, and any other sums becoming due under the Not=_, the Deed of Trust and Security Documents; and Fifth. for Assignor' s remaining purposes . (b) As used -in this Section 5, "uncured default" means any event of default by Assignor and failure to cure after notice and within any applicable cure period under the Note, the Deed of Trust, the CDBG Loan Agreement, .this .Assignment, the Leases or any other security document executed in connection with the Note or the Security Documents . (c) Upon the occurrence and continuance of any default, as described in Paragraph 5 (a) hereinabove, the license of Assignor to collect the Rents shall automatically terminate_ without notice to or demand on Assignor and the City may (i) declare all sums secured hereby immediately due and payable; (ii) at its option, without notice either in person or by agent, with or without bringing any action, or by a receiver to be appointed by a C580/0006/DOC/975-1 1/5/00 430 Jm 5 2000-15 court, and in addition to all other remedies available to Assignee under this Assignment, the Deed of,Trust or the Security Documents and any applicable law (including, without limitation Section 2938 of the California Civil code) or in equity, enter, take possession of, manage and operate Building No. 932 or any part thereof; (iii) make, cancel, enforce or modify the Leases; (iv) obtain and evict. any Tenants, and fix or modify Rents; (v) do any acts which City deems proper to protect the security hereof; and (vi) either with or without taking possession of Building No. 932, in its own name sue for or otherwise collect and receive all Rents or payments due under the Leases, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney' s fees, upon any indebtedness secured hereby, and in such order as the City . may determine. Notwithstanding Section 2938 (e) (3) of the California Civil Code, the entering and taking possession of Building No . 932, the collection of such Rents and payments, and the application t-ereof as aforesaid, shall not cure or waive any default or waive_, modify, or affect notice of default under the Security Documents, or invalidate any act done pursuant to such notice. Further, from and after the automatic termination of Assignor' s license_ to collect Rents, and notwithstanding anything to the contrary contained herein or in Section 2938 (c) of the California Civil Code: (i) all Rents then in Assignor' s possession, together with all Rents collected or distributed in violation hereof, and all Rents collected or distributed after the default or Evert of Default (or attributable to the period after the default or Event of Default) , shall be deemed held solely in trust for the benefit of the City, (ii) Assignor shall immediately deliver or cause to be delivered to the City all such Rents; all Rents then due under the Leases and thereafter accruing shall upon the City' s written request, be payable by lessees directly to the City; and (iii) this Assignment shall constitute a direction to and full authority to the Tenants to pay all Rents to the City,- upon the City' s written request, and without proof of the default or Event of Default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the City for the payment to the City of any rental or other sums which may be or thereafter become due under the Leases, or for the performance of any Tenants' undertakings under the Leases and shall have no right or duty to inquire as to whether any default or Event of Default under the Deed of Trust or the Note or the Additione! Documents has actually occurred or is then existing. If, pursuant to Section 2938 (8) of the California Civil Code, Assignor or any other assignee of the Rents makes written demand upon the City to pay the reasonable costs of CSBO/0006/DOC/975-1 1/5/00 430 jmv 6 2000-15 protecting and preserving Building No. 932 (a "2938 (g) Demand") , for payment of items such as taxes and insurance and compliance with building codes, if any, as specified in such section (collectively, "Preservation Costs") , then such Preservation Costs shall be deemed to consist only of the following and only to the extent of Rents actually received by the City: (i) delinquent real property taxes with respect to Building No. 932 only to the extent that such amounts subject Building No. 932 to an imminent tax sale pursuant to applicable law; (ii) property damage insurance, and liability insurance in such amounts, with such insurers and pursuant to such terms as the City shall have previously approved for Assignor prior to the default or Event of Default; provided, however, that the City shall not be required to purchase any rental interruption insurance or earthquake insurance, and (iii) the reasonable cost of compliance with building nodes only to the extent the applicable governmental building authority makes a written demand to the City to comply therewith. Notwithstanding anything to the contrary contained herein, the City may (pursuant to such 2938 (g) Demand or otherwise) , but shall not be obligated to, pay out o'f such Rents actually received any other reasor.ablt- costs which the City believes, in its sole discretion, are necessary for the protection and preservation of Building No. 932 (it being the intent of Assignor and the City that nothing contained herein shall be deemed to impair, define or limit the City' s rights or remedies pursuant to the Deed of Trust, including, but not limited to, the right of the City as beneficiary under the Section 108 Deed of Trust and other Security Documents to protect and preserve the security for such Deed of Trust in the event of any default thereunder) . (d) Any default by Assignor in the performance of any obligation herein contained and acceleration of the indebtedness secured hereby shall constitute a default under the terms of the Security Documents entitling the City to exercise all of its rights and remedies thereunder, including specifically the right to declare a default thereunder and to elect to sell former Norton Air. Force Base Parcel "F-2" as secured by the Deed of Trust, as provided by law. (e) The City shall not be obligated to perform nor does it hereby undertake to perform any obligation under the Leases or this Assignment, and Assignor does hereby indemnify against and hold the City harmless from any liability, loss or damage under the Leases or this Assignment and all claims which may be asserted against it by persons other than Assignor by reason of any alleged obligation to perform any of the terms in the Leases; should the City incur any such liability, loss or damage under the Leases or CSBO/0006/DOC/975-1 1/5/00 430 }mv 7 2000-15 this Assignment, or in the defense of any such claims, the amount thereof, including costs and actual attorney' s fees, shall be secured hereby and by the Security Documents, and Assignor shall reimburse the City therefor immediately upon demand, and upon failure of Assignor so to do the City may declare all sums secured hereby immediately due and payable. For the purposes of this Section 5 (e) the words "actual attorney' s fees" includes the salary, wages, benefits and overhead of the lawyers employed by the office of the City Attorney of the City of San Bernardino. (f) Until all indebtedness secured hereby has been paid in full, any subsequent Leases shall be deemed to be assigned to the City hereby, upon the terms and conditions herein contained, and Assignor agrees to execute all instruments necessary therefor. (g) Upon the payment in full of all indebtedness secured hereby, as evidenced by the full reconveyance of the Deed of Trust, this Assignment shall automatically terminate and shall be of no further force or effect. In such an event, the City agrees to execute any and all documents reasonably necessary to release its interest hereunder, all at no cost to the City. The affidavit of any officer of the City showing any part of said indebtedness to remain unpaid shall be conclusive evidence of the validity, effectiveness and continuing force of this Assignment, and any person may and is hereby authorized to rely thereon. (h) This Assignment inures to the benefit of, and binds, all parties hereto, their heirs, administrators, executors, successors and assigns. In this Assignment, whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural, and conversely. All obligations of each Assignor hereunder are joint and several . (i) All notices hereunder shall be in writing and sent by personal delivery, nationally recognized overnight delivery service, certified or registered mail, return receipt requested, or by facsimile transmission with a "hard" copy delivered within the next two (2) business days addressed as follows : City: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street Suite 301 San Bernardino, California 92410 Attention: Executive Director Telecopier No. : (909) 888-9413 CSBO/0006/DOC/975-1 1/5/00 430 jm 8 2000-15 Assignor: INLAND VALLEY DEVELOPMENT AGENCY 294 S. Leland Norton Way Suite 1 San Bernardino, California 92408 Attention: James Gourley Telecopier No. : (909) 382-4106 Notices shall be deemed given upon receipt at the address set forth above. Notice of any change of address or of the person to whom notices are to be sent shall be given in the manner set forth in this Section 5 (h) . (j ) The City may take or release other security, may release any party primarily or secondarily liable for any indebtedness secured hereby, may "grant extensions, renewals " of indulgences with respect to such indebtedness, and may apply any other security held by it to the satisfaction of such indebtedness without prejudice to any of its rights hereunder. It is further agreed that nothing herein contained and no act done or omitted by the C_ty purbuant to the powers and rights granted to the Ci t'f' herein shall be deemed to be a waiver by the City of the rights and remedies possessed by the City under the terms hereof. The right of the City to collect said indebtedness and to enforce any other security therefor owned by the City may be exercised either prior to, simultaneously with, or subsequent to any action taker, by the City hereunder. (k) Assignor further covenants and agrees that it shall not, without the prior written consent of the City: (1) Receive or collect any Rents (excluding security deposits, which security deposits shall nct exceed three (3) months rent) from any present or future_ Tenant of Building No. 932 or any part thereof for a period of more than one (1) month in advance (whether in cash or by promissory note) , pledge, transfer, mortgage, grant and security interest in, or otherwise further . encumber or assign future payments of Rents . (2) Waive, forgive, excuse, condone, discount, set off, compromise, or in any manner release or discharge any Tenant under any Lease of and from any obligations, covenants, conditions and agreements by such Tenant to be kept, observed and performed, including the obligation to pay the Rents thereunder in the manner and at the place and time specified therein. CSBO/0006/DOC/915-1 1/5/00 430 Jm 9 2000-15 (3) Cancel, terminate or consent to any surrender of any Lease, nor commence any action or any summary proceedings for dispossession of a Tenant under any Lease, nor exercise any right of repossession of Building No. 932 provided in any Lease. (4) Materially modify, alter, amend or otherwise change any Lease. Assignor shall submit to the City for the City' s prior approval of the final written form of any material amendment or modification to an existing Lease by certified mail or overnight delivery. The City shall specify the grounds for any disapproval made by the City. and shall also specify such terms and conditions under which the City would approve such proposed amendment or modification. Assignor shall not enter into a new Lease or consent to an assignment or sub'-ease of any existing Lease which permits any use of Building No. 932 which is prohibited by the CDBG Loan Acreement. Within five (5) days after executing a new Lease or an amendment or modif ication to an existing Lease, Assignor shall deliver an executed copy thereof to the City certifying that such copy is a true, correct_ and complete copy of such new Lease or amendment or modification. (1) This Assignment constitutes an irrevocable direction and authorization to all Tenants to pay all rents and other amounts to the City upon demand from t:.e City without the necessity of a..^.y further consent or other action, by Assignor. (m) Assignor hereby agrees to indemnify and hold the City harmless from any and all liability, to=-s, damage or expense (including actual attorneys' fees and costs) which the City may incur under or by reason of: (i) any reasonable action taken by the City to protect its security hereunder or (ii) defense of any and all claims and demands whatsoever which may be asserted against the City arising out of the Leases, including but not limited to, any claims by any Tenants of credit for rental for any period under any Lease more than one (1) month in advance of the due date thereof and security deposits paid to and received by Assignor, but not delivered to the City. Should the City incur any such liability, loss, damage or expense, the amount thereof, including reasonable attorney' s fees, with interest thereon at the then applicable interest rate on the Note, shall be payable by Assignor immediately upon demand, and shall be secured hereby and by the Security Documents . For the purposes of this Section, the costs, CSSO/0006/DCC/975-1 1/5/00 430 jmw 10 2000-15 salary and expenses of the City Attorney and members of his office shall be considered as "Attorney's Fees ." (n) The City' s failure to avail itself of any of the rights and remedies set forth in this Assignment for any period of time or at any time shall not be construed or deemed to be a waiver of any such right or remedy, and nothing herein contained nor anything done or omitted to be done by the City pursuant hereto shall be deemed a waiver by the City of any of its rights and remedies under the Note and Security Documents or of the benefit of the laws of California. The rights of the City to collect the said indebtedness, to enforce any other security therefor, or to enforce any other right or remedy hereunder may be exercised by the City, either prior to, simultaneously with, or subsequent to, any such other action hereinbefore described, and shall not be deemed an election of remedies . (o) No action taken by the City in enforcing its rights under this Assignment shall result in the imposition of personal liability on any of the elected officials, officers; employees or acents of the City. (p) If any provision of this Assignment or the application thereof to any entity, person or circumstance shall be declared invalid or unenforceable by any court of law to any extent, then the remainder of this Assignment and the application of such provisions to other entities, persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (q) No variations, modifications or changes herein or hereof shall La binding unless set forth in a- document duly executed by Assignor and the City. (r) This Assignment shall be governed by and construed in accordance with California law. 6. Reconveyancn e. The full reconveyance of the Deed of Trust by the City shall operate as a release of Assignor' s obligations hereunder. 7 . EDC Ac-e-ment and Covey=nt of Assignor Not to Consent to Any Mo-tcaae of Leases . Notwithstanding any provision of Condition 28 of the "Related Lease" by and between the Assignor and the Secretary of the Air Force as provided under the EDC Agreement, the Assignor shall not authorize any Tenant to apply to the Secretary of the Air Force for consent by the Secretary of the C5BO/0006/DOC/975-1 1/5/00 430 jmw 1 1 2000-15 Air Force to a mortgage by such tenant in Building No. 932 as may otherwise by permitted under such Condition 28 of the Related Lease. In the event tha the Secretary of the Air Force may give notice to the Assignor of any breach or violation of the Related Lease, such notice of the Secretary of the Air Force shall be deemed to be an event of default by the Assignor under the terms of the CDBG Loan Agreement and the City may exercise any of its rights as set forth in Section 5 (c) of this Assignment. III i C580/0006/DOC/975-1 1/5/00 430 jm 12 2000-15 THIS BENEFICIAL ECONOMIC ASSIGNMENT OF SUBLEASE AND RENT is executed by the authorized officers of the Assignor whose signatures appear below. INLAND VALLEY DEVELOPMENT AGENCY, a joint powers authority Dated: 2-3-Oo BY W xec tive Di c or By: S cretary (Notary Jurat!•is Attached] (Legal Description of Building No. 932] cse0/000e/DDC/975-1 1/5/00 430 jmw 13 2000-15 EXHIBIT "F [FORM OF ENVIRONMENTAL INDEMNITY IN FAVOR OF CITY AS LENDER] CSBO/0006/DOC/968 1/6/00 1000 jmw 2000-15 2000 ENVIRONMENTAL INDEMNITY AGREEMENT (Affects Former Norton Air Force Base Parcel "F-2" and Former Norton Air Force Base Building No. 932 : City of San Bernardino CDBG Loan) THIS ENVIRONMENTAL INDEMNITY AGREEMENT ("Indemnity" ) is made and entered into as of January2Lt±, 2000, by the Inland Valley Development Agency, a joint powers authority ("Indemnitor" ) , in favor of and for the benefit of the City of San Bernardino, a charter city("Lender" ) and its respective successors, assigns and participants and their respective directors, officers, agents, attorneys, and employees (each individually hereinafter referred to as an "Indemnitee" and collectively hereinafter referred to as the "Indemnitees" ) . RECITALS: A. Indemnitor is a "local redevelopment authority," as this term is defined in the Defense Authorization Amendments and Base Closure and Realignment Act (Public Law No. 100-526) , as amended, and the Indemnitor holds a possessory leasehold interest in certain lands referred to by the Secretary of the Air Force as former Norton Air Force Base Parcel "I-3" and fee title interest in certain other lands referred to by the Secretary of the Air Force as former Norton Air Force Base Parcel " F-2" pursuant to the term of an agreement dated March 7, 1995 by and between the Secretary of the Air Force and the Indemnitor; B. Lender has agreed to make a loan to Indemnitor in the amount of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120, 000 . 00) (the "CDBG Loan" ) in accordance with the terms of that certain 2000 Community Development Block Grant Loan Agreement ("CDBG Loan Agreement" ) of even date herewith by and between Lender and Indemnitor. The CDBG Loan is to be evidenced by that certain. . promissory note in favor of Lender of even date herewith ("Note" ) which is secured by, among other things, that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents of even date herewith (the "Deed of Trust" ) executed by Indemnitor in favor of Lender. The CDBG Loan Agreement, the Note, Deed of Trust and any and all other documents and instruments now or hereafter evidencing or relating to the CDBG Loan are sometimes referred to herein collectively as the "CDBG Loan Documents" . C. In connection with the CDBG Loan, Indemnitor has agreed to execute and deliver this Indemnity. CSBO/0006/DOC/969 12/21/99 450 ct 1 2000-15 D. As a result of the future exercise of Lender' s rights and remedies in connection with the CDBG Loan transaction, the Lender and/or an Indemnitee may hereafter become the owner of the lands known as former Norton Air Force Base Parcel "F-2" (the "Property" ) pursuant to a transfer of title to the Property, or any portion thereof, at a foreclosure sale under the Deed of Trust, . either pursuant to judicial decree or by power of sale or by deed in lieu of foreclosure (hereinafter referred to as a "Foreclosure" ) or the owner of a beneficial interest in that certain sublease by and between the Indemnitor and Astrofab, Inc . , a California corporation with respect to former Norton Air Force Base Building No. 932 (the "Beneficial Economic Assignment of Building No. 932 Sublease" ) . In such event, one or more of the Indemnitees may incur certain liabilities, costs and expenses in connection with the Property or Building No. 932 relating to or arising out of any of the "Environmental Matters" as this term is hereinafter described. The parties intend by this Indemnity to protect the Lender and the Indemnitees from any such liabilities, costs and expenses as herein provided. NOW, THEREFORE, IN CONSIDERATION OF THE MAKING OF THE CD3G LOAN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, INDEMNITOR HEREBY AGREES AS FOLLOWS: 1 . T^demni *_y. Indemnitor hereby agrees, at its sole cost and expense, to indemnify, protect, hold harmless and defend (with counsel of Lender' s choice) Indemnitees, from and against any an all claims, demands, damages, losses, liabilities, obligations, penalties, fines , actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, fees, disbursements and costs of attorneys, environmental consultants and experts) , and all foreseeable and unforeseeable consequential damages of any kind or of any nature whatsoever (collectively, "Losses" ) which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, any Indemnitee directly or indirectly relating to or arising from any of the following "Environmental Matters" : (a) Any past, present or future presence of any "Hazardous Materials" (as such term is defined in Exhibit "B" attached hereto) on, in, under or affecting all or any portion of the Property and/or Building No. 932 or on, in, under or affecting all or any portion of any property and/or Building No. 932 adjacent or proximate to the Property if such Hazardous Materials originated on or from either the Property or Building No. 932 prior to Foreclosure or the Beneficial Economic Assignment of Building No. 932 Sublease to the Lender; CSSO/0006/DOC/969 12/21/99 450 ct 2 2000-15 (b) Any past, present or future storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under or from the Property and/or Building No. 932 or any portion thereof occuring prior to Foreclosure or Beneficial. Assignment of the Sublease; (c) Any violation at any time prior to Foreclosure or Beneficial Assignment of the Sublease of laws, rules, regulations, judgments, orders, permits, licenses, agreements, covenants, restrictions, requirements or the like now or hereafter relating to or governing in any way the environmental condition of the Property or the presence of Hazardous Materials on, in, under of affecting all or any portion of the Property and /or Building No. 932 including, without limitation, all statutes referenced in Exhibit "B" attached hereto (collectively, "Environmental Laws" ) ; (d) The failure of Indemnitor to properly complete, obtain, submit and/or file any and all notices, permits, licenses;" authorizations, covenants and the like relative to . Environmental Matters described herein in connection with the Property and/or Building No. 932 or the ownership, use, operation or enjoyment thereof; (e) The extraction, removal, containment, transportation or disposal of any and all Hazardous Materials from any portion of the Property or any other property adjacent or proximate to the Property if such Hazardous Materials originated on or from the Property and/or Building No. 932 prior to Foreclosure or recourse to the Bene`icial Economic Assignment of the Building No. 932 Sublease; (f) Any past, present or future presence, permitting, operation, closure, abandonment or removal from the Property of any storage tank which at any time contains or contained Hazardous Materials located on, in or under the Property and/or Building No. 932 or any portion thereof occurring prior to Foreclosure or recourse to the Beneficial Economic Assignment of the Building No . 932 Sublease; (g) The implementation and enforcement of any monitoring, notification or other precautionary measures which may at any time become necessary to protect against the release or discharge of Hazardous Materials on, in under or affecting the Property and/or Building No. 932 or in the air, any body of water, any other public domain or any property adjacent or proximate to the Property and/or Building No. 932; CSBO/0006/DOC/969 12/21/99 450 ct 3 2000-15 (h) Any failure of any Hazardous Materials generated or moved from the Property and/or Building No. 932 to be removed, contained, transported and disposed of in compliance with all applicable Environmental Laws; or (i) Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Materials or violation of any Environmental Law occurring or allegedly occurring at any time prior to Foreclosure or recourse to the Beneficial Economic Assignment of the Building No. 932 Sublease. 2 . Separate o liga ion. Indemnitees shall have no rights against Indemnitor under this Indemnity prior to Foreclosure or recourse to the Beneficial Economic Assignment of the Building No. 932 Sublease. This Indemnity is given solely to protect Lender and the other Inde-in_tees against Losses occurring after Foreclosure or Beneficial Assignment of Sublease, and not as additional security for, or as a means of repayment of, the CDBG Loan. The obligations of Indemnitor under this Indemnity are" independent of, and shall not be measured or affected by (1) any amounts at any time owing under the CDBG Loan or CDBG Loan Agreement, or secured by the Deed of Trust, (ii) the sufficiency or insufficiency of any collateral (including, without limitation, the Deed of Trust secured by the Property and/or the Beneficial Economic Assignment of the Building No. 932 Sublease given to Lender to secure repayment of the CDBG Loan) , (iii) the consideration given by Lender or any other party in order to acquire the Property, or any portion thereof, (iv) the discharge or repayment in full of the CDBG Loan (including, without limitation, by amounts paid or credit bid at a foreclosure sale or by discharge in connection with the deed in lieu of foreclosure) or (v) any exculpatory provision in any of the CDBG Loan Documents limiting Lender' s recourse to the - Property or to any other security including without limitation the Beneficial Economic Assignment of the Building No . 932 Sublease, and/or otherwise limiting Lender' s rights to recover a deficiency judgment . Notwithstanding the provisions of any of the CDBG Loan Documents or other instruments, none of the obligations of the Indemnitor hereunder shall be in any way secured by the lien of the Deed of Trust or any other document or instrument securing the CDBG Loan or the CDBG Loan Agreement including without limitation the Beneficial Economic Assignment of the Building No. 932 Sublease . Prior to Foreclosure or Beneficial Assignment of the Sublease, Indemnitor' s obligations with respect to the subject matter contained herein shall be governed by the CDBG Loan Agreement and related CDBG Loan Documents . Since Indemnitor' s obligations under this Indemnity only arise in the event of Foreclosure or recourse to the Beneficial Economic CSBO/0006/D0C/969 12/21/99 450 ct 4 2000-15 Assignment of the Building No. 932 Sublease, Indemnitor acknowledges and agrees that said obligations shall not be subject to California Code of Civil Procedure Sections 580a, 580d, 726, any successor statute or law, any other antideficiency laws or any judicial decisions construing the effect or operation of the same prior to the date of this Indeminity. Indemnitor agrees that any- payments made under this Indemnity shall not limit or in any way impair any deficiency judgment obtained against Indemnitor and shall not reduce any obligations and liabilities of Indemnitor under any of the CDBG Loan Documents which survive Foreclosure or recourse to the Beneficial Economic Assignment of the Building No. 932 Sublease. 3, AmenrlmenY. of CDBG Loan Documents/Sale of Property. The liability and obligations of Indemnitor under this Indemnity shall in no way be limited or impaired by any amendment, modification, expiration or termination of the provisions of the CDBG Loan Documents. In addition, the liability of Indemnitor under this Indemnity shall in no way be limited or impaired by (i) any extensions of'time for performance required by any of the CDBG Loan` Documents, (ii) any sale or transfer of all or any part of the Property prior to Foreclosure, (iii) any modification or amendment or termination of the Building No. 932 Sublease, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under any of the CDBG Loan Documents, (v) the release of Indemnitor or any other person from the performance or observance of any of the agreements, covenants, terms or conditions contained in any of the CDBG Loan Documents by operation of law, Lender' s voluntary act or otherwise, (vi) the release or substitution, in whole or in part, of any security for the Note, or (vii) Lender' s failure to record the Deed of Trust (or Lender' s improper recording or filing of any thereof) or Lender' s failure to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Note; and,- in any such case, whether with or without notice to Indemnitor and with or without consideration. 4 . Section 330 of the National Defense Authorization Art of 1997, as Amended and Delay In Enforcement . Section 330 of the National Defense Authorization Act of 1993, as amended, provides : (a) IN GENERAL. 11) Except as provided in paragraph (3) and subject to subsection (b), the Secretary of Defense shall hold harmless, defend, and indemnify in fu'_'_ the persons and entities described in paragraph (2) from and against aay suit, claim, demand or action, liability, judgment, cost or other fee arising out of any claim for personal injury or property damage (including death, illness, or loss of or damage to CSBO/0006/DOC/969 12/21/99 450 ct 5 ... . . . . . . . _. 2000-15 - property or economic loss) that results from, or is in any manner predicated upon, the release or threatened release of any hazardous substance or pollutant or contaminant as a result of Department of Defense activities at any military installation (or portion thereof) that is closed pursuant to a base closure law. (2) The persons and entities described in this paragraph are the following: (A) Any State (including any officer, agent, or employee of the State) that acquires ownership or control of any facility at a military installation (or any portion thereof) described in paragraph (1) . (B) Any political subdivision of a State (including any officer, agent, or employee of the State) that acquires such - ownership or control. (C) Any other person or entity that acquires such ownership or control. (D) Any successor, assignee, transferee, lender, or lessee of a person or entity described in sibparagraphs (A) through . (C) . (3) To the extent the persons and entities described in paragraph (2) contributed to any such release or threatened release, paragraph (1) shall not apply. (b) CONDITIONS.--NO indemnification may be afforded under this section unless the person or entity making a clam for indemnification-- (1) notifies the Department of Defense in writing within two years after such claim accrues or bec:ns action within six months after the date of mailing, by certified or registered mail, of notice of final denial of the claim by the Department of Defense; (2) furnishes to the Department of Defense copies of pertinent papers the entity receives; (3) furnishes evidence or proof of any claim, loss, or damage covered by this section; and - (4) provides, upon request by the Department of Defense, access to the records and personnel of the entity for purposes of defending or settling the claim or action. (c) AUTHORITY OF SECRETARY OF DEFENSE. (1) In any case in which the Secretary of Defense determines that the Department of Defense may be required to make indemnification payments to a person under this section for any suit, claim, demand or action, liability, judgment, cost or other fee arising out of any claim for personal injury or property damage referred to in subsection (a) (1) , the Secretary may settle or defend, on behalf of that person., the claim for personal injury or property damage. CSBO/0006/DOC/969 12/21/99 450 ct 6 2000-15 (2) In any case described in paragraph (1), if the person to whom the Department of Defense may be required to make indemnification payments does not allow the Secretary to settle or defend the claim, the person may not be afforded indemnification with respect to that claim under this section. (d) ACCRUAL OF ACTION.--For purposes of subsection (b) (1) , the date on which a claim accrues is the date on which the plaintiff knew (or reasonably should have known) that the personal injury or property damage referred to in subsection (a) was caused or contributed to by the release or threatened release of a hazardous substance or pollutant or contaminant as a result of Department of Defense activities at any military instal lation (or portion thereof) described in subsection (a) (1) . (e) RELATIONSHIP TO OTHER LAW.--Nothing in this section shall be construed as affecting or modifying in any way section 120(h) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. - 9620(h) ) . (f) DEFINITIONS.--in this section: (1) The terms "facility", "hazardous subsya^ca", "releas=-", and "pollutant or contaminant" have the meanincs given suc= terms under paragraphs (9) , (14) , (22) , and (33) of section 101 of the Comprehensive Envizon-mental Resnorse, Compensation, and Liability Act of 1980, respect_vely (42 U.S.C. 9601(9), (14) , (22) , and (33) ) . (2) The term "military installation" has the meaning given such term under section 2687(e) (1) of title 10, United States Code. (3) The term "base closure law" means the - follow'ng: (A) The Defense Base Closure and Realignment Act of 1990 (10 U.S.C. 2687 note) . (B)Title II of the Defense Authori)iation Amendments and Base Closure and Realignment Act (10 U.S.C. 2687 note) . (C) Section 2687 of title 10, United States Code. (D) Any provision of law authorizing the closure or realignment of a military installation enacted on or after the date of the enactment of this Act." (Source: Public Law No. 102-484; 106 Brats 2315, 2371) In the event of Foreclosure or recourse to the Beneficial Economic Assignment of the Building No. 932 Sublease, and provided that the Lender or its Indemnitee has given notice to the Department of Defense as provided in Section 330 (b) of the National Defense Authorization Act of 1993, as amended with respect to a CSBO/0006/DOC/969 12/21/99 450 ct 7 2000-1s Loss involving an Environmental Matter resulting or alleged to have resulted from Department of Defense activities on or near the Property or Building No. 932, as applicable, no failure or delay on the part of any Indemnitee to exercise any right, power or privilege under this Indemnity shall operate as a waiver of any privilege, power or right contained in this Indemnity. 5 . Successors and As5ians . Except as herein provided, this Indemnity shall be binding upon the Indemnitor and inure to the benefit of the Lender and each Indemnitee, its successors, endorsees and assigns, any Party to whom an Indemnitee assigns a participating interest in the CDBG Loan, and to their respective heirs, personal representatives, successors and assigns, including, as to Indemnitees, without limitation, any holder of the Note and any party which acquires all or part of the Property by any sale, assignment or Foreclosure or in the Building No. 932 Sublease. 6. W=_fivers . Nc provision of this Indemnity may be changed, waived, discharged or terminated orally, by telephone or by any other mans except by an instrument in writing signed by the` party against whom enforcement of the change, waiver, discharge or termination is sought . 7 . =v r _ il ; v. Every provision of this Indemnity is intended to be severable. If any provision of this Indemnity or the application of any provision hereof to any party or circums_ance is declared to be '_'_legal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity shall not affect _he balance of the terms and provisions hereof or the application c' the provision in question to any other party or circumstance, all of which shall continue in full force and effect. 8 . P=vment of Obligations. All obligations of Indemnitor hereunder shall be payable on demand, and any amount due and payable hereunder to any Indemnitee by Indemnitor which is not paid within thirty (30) days after written demand therefor from an Indemnitee with an explanation of the amounts demanded shall bear interest from the date of such demand at the rate of eight percent (88) per anum. 9 . A=tornev' s Fees . The Indemnitor shall pay to the Lender and each Indemnitee all costs and expenses (including, without limitation, the reasonable attorney' s fees and costs) incurred by such Indemnitee in connection with this Indemnity or the enforcement hereof. For the purposes of the preceding sentence the words "reasonable attorney' s fees and costs" includes the salary, wages, benefits and overhead of the lawyers employed by the office of the City Attorney of the City of San Bernardino . CSBO/0006/DOC/969 12/21/99 450 ct 8 2000-15 10 . Governing Law. This Indemnity shall be governed by and construed in accordance with - the laws of the State of California. IN WITNESS WHEREOF, Indemnitor has caused this Indemnity to be executed as of the date first written above. INDEMNITOR: Inland Valley Development Agency, a jo' t po'w'ers uthority By: W . am s W. Go ley utive Direc o Y it I CSBO/0006/DOC/969 12/21/99 450 ct 9 2000-is EXHIBIT A LEGAL DESCRIPTION (INSERT LEASE DESCRIPTION OF (i) FORMER NORTON AIR FORCE BASE PARCEL "F-2" AND (ii) FORMER NORTON AIR FORCE BASE BUILDING NO. 9321 a ' i i i I i tI CSBO/0006/DOC/969 12/21/99 450 ct 10 PARCEL 932 2000-15 LEGAL DESCRIPTION In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Parcel 10, as shown on Record of Survey 98-0019, as per map, recorded in Book 110, Pages 51 through 53, records of said County, togetherwith portions of vacated streets and alleys lying within and adjacent to said blocks, described as follows: The easterly one half of Parcel 10 per said Record of Survey. EXCEPTING the north 140.00 feet of said parcel. Bearings and Distances used in the above description are on the California Coordinate System, Zone 5 (NAD-83). Multiply distances shown by 1.0000684 to obtain ground level distances. END OF DESCRIPTION This real property description has been pared by under my LANQ direction, in conf ance th ofes i nal Land S rvey s Act. oICAAR7L®INAfBI °y Signature R 6M Professional Lan urveyor * �,�y_ Date /' / 3 — co OF 2000-15 I I I I I I ' I I I I I 1 I I O I I I SCALE v - 1'-400' I r x 1 I 1�2=S3' - I-- lal 'Fn7L VILLAS NOR,,SLVt] A lit _ I 1 iilil i AREA: 211,200 SID FT 1 4.85 ACRES OWNER INLAND VALLEY PARCEL NO. Hernandez, Kroone &. Associates, Inc. DEVELOPMENT AGENCY PARCEL 932 Consulting Civil Engineers & Land Surveyors DESCRIPTION DATE 234 East Drake Drive San Bernardino, CA 92408 BLDG 932 9/ 11 /99 PARCEL F-2 2000-15 EXHIBIT "A" In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Block 49 of the Rancho San Bernardino, as per Map recorded Book 7 of Maps, Page 2, Records of said County, together with portions of vacated streets and alleys lying within and adjacent to said blocks, described as follows: COMMENCING at the intersection of the centerlines of 3rd Street and Del Rosa Avenue North; thence along the centerline of 3rd Street North 89 045'07" East, 0.47 feet to the centerline of Del Rosa Drive; thence South 00 055'35" East, along said centerline 1015.95 feet; thence at right angles to said centerline, North 89 004'25" East, 60.00 feet to the East line of said Del Rosa Drive; thence North 43 006'10" East, 41.73 feet; thence North 89°04'25" East, 251.35 feet; thence South 45°55'35" East, 39.60 feet; thence South 00 055'35" East, 255.31 feet; thence South 41 °20'54" West, 42.29 feet; thence North 89 053'09" East, 328.05 feet to the TRUE POINT OF BEGINNING; thence North 01 °01'53" East, 491.49 feet; thence North 88°58'07" East, 443.56 feet to a point, said point also being known as Point "A"; thence South 01 °01'53" East, 432.74 feet; thence South 38°42'44" West, 84.51 feet; thence South 89°53'09" West, 398.58 feet to the POINT OF BEGINNING. EXCEPT that portion as described as follows; BEGINNING at Point "A" thence South 88 058'07" West, 10.67 feet; thence South 00°58'30" East, 171 .24 feet; thence South 00°59'36" East, 274.75 feet; thence North 38 042'44" East, 17.23 feet; thence North 01 °01'53" West, 432.74 feet to the POINT OF BEGINNING. A-1 PARCEL F-2 2000-15 Bearings and Distances used in the above description are on the California Coordinate System, Zone 5 (NAD-63), Multiply distances shown by 1.0000684 to obtain ground level distances. �oN uh yh o a �j No 57 OF CAL11 This real property description has been prepared by me, or under my direction, in con rmance with the Profe onal Land Surveyors Act. Signature _�L 0,4 Pro///esrionel Lend Surveyor Date A-1 r:.+oaauwusv M 2000-is EXHIBIT ' 8' DETA IEL ' A' Neg. 45,07'E / mI Q oI 80• 'Z M O a >I ,�� IZ SCALE M AVENUESA 4 Z 1 ' '200' DI ( 0.47 �� 3�E Ia \DEL ROSA' 3RD STREET J ;n a' DRIVE •iw M DET A 36' in M � Z I jI 10. 67 N88.58'07•E N88. 58' /'E 41 . 73' N43' 06' 10'E S45455'35'E 171 . 24' 3m 39. 60' _NOW 58'30'W ; W M ,/J R FL IIII N N89. 04' 25' E 'n fir` J o c . Ig v O I M IT O 01 = I $ N00' 59 36''W $41' 20' 546 W Z 1 7. 23' 42. 29' 328. 05' MOB N38. 42'44'E M 389. 58' 84. 51 ' STREET - }�� N38' 42'44'E O Gib 00 a P08: POINT OF BEGINNING No. 5786 * POC: POINT OF COMMENCING f OF 11E0�'! PARCEL F-2 213008 SO. FT. �lF Hernandez, Kroone & Amociates, In owe INLAND VALLEY PAFC& N4 Canetltlrq CIVREnyneere R Loral Surveyors DEVELOPMENT AGENCY F-2 234 East Drake Drive ° * ogre San Bernardlno'CA 92408 M I NG DEVELOPMENT 09/ , - 2000-15 EXHIBIT B HAZARDOUS MATERIALS DEFINED "Hazardous Materials" as used in this Indemnity shall mean any hazardous or toxic materials, pollutants, effluents, contaminants, . radioactive materials, flammable explosives, chemicals known to cause cancer or reproductive toxicity, emissions or wastes and any other chemical, material or substance, the handling, storage, release, transportation, or disposal of which is or becomes prohibited, limited or regulated, is or becomes known to pose a hazard to the health and safety of the occupants of the Property including, without limitation, (i) asbestos, (ii) petroleum and petroleum by-products, (iii) urea formaldehyde foam insulation, (iv) polychlorinated biphenyls, (v) all substances now or hereafter designated as "hazardous substances" , "hazardous materials" , or "toxic substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" ) , 42 U. S .C. Section 9601, et seq. , as amended by the Superfund_ F_endments anal Reauthorization Act of 1986 ("SARA" ) , the Federal Water Pollution Control Act, 33 U.S .C. Section 1251 at seq. , the Clean Air Act, 42 U.S .C. Section 7401 et seq. , the Hazardous Materials Transportation Act, 49 U.S .C. Section 1801 et seq. , or the Resource, Conservation and Recovery Act, 42 U.S .C. Section 6901 at seq. ; (vi) all substances now or hereafter designated as "hazardous wastes" in Section 25117 of the California Health and Safety Code; (vii) all substances now or hereafter designated by the Governor of the State of California pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986 as being known to cause cancer or reproductive toxicity, or (viii) all substances now or hereafter designated "hazardous substances" , "hazardous materials" or "toxic substances" under any other federal, state or local laws or in any regulations adopted and publications promulgated pursuant to said laws . CSBO/0006/DOC/969 12/21/99 450 ct 11 e4'RNARpY'Ib ��� !� P� C I T Y O F FO an Bernardino ED IN�0 R A C H E L C L A R K C I T Y C L E R K April 20, 2000 Ms. Alexis Crump Sabo & Green 23801 Calabasas Road, Suite #1015 Calabasas, CA 91302-1595 RE: Resolution 2000-15 Meeting Date: January 24, 2000 Item #R22 Dear Ms. Crump: Enclosed please find one (1) copy of Resolution 2000-15; and one (1) original loan agreement for recording. When completed please return the original agreement to the City Clerk's Office, Attn: Melanie Miller, P. O. Box 1318, San Bernardino, CA 92418. If you have any questions, please .do not hesitate to contact me at (909) 384-5002. Sincerely, Melanie Miller Senior Secretary F. O. 00 I 1 3 1 0 , S A N B E R N A R 0 1 N 0 , CA 0 2 0 0 2 3 0 0 N OR T H D S T R E E T S A N B E R N A R D I N O . C A L I F OR N I A 0 2 4 1 5 - 0 0 0 1 (0 0 0 ) 3 ! { - 0 0 0 2 (0 0 0) 3 0 4 . 0 1 09 F A % -(0 0 0) 0 0 0 .0 1 5 0 " T D P I T T Y -(0 0 9) 3 0 4 .0 5 4 0 CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: January 26, 2000 TO: Gary Van Osdel FROM: Melanie Miller, Senior Secretary RE: Transmitting Documents for Signature Attached is the following original document: Original agreement for Resolution 2000-I5 Please obtain signature where indicated on original documents. Please return everything to the City Clerk's Office as soon as possible to my attention. I will forward to Sabo and Green for recording. I will forward you a copy when fully executed. If you have any questions, please do not hesitate to contact me at ext. 3212. Thank you. Rachel Clark City Clerk By: Melanie Miller Senior Secretary I hereby acknno'wl�edge receipt of the above mentioned documents. Signed: Kt* G" — Date: 'J /2 G./o o CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management(RIM) Program DATE: March 28,2001 LISP (Somr'-L I Et A TO: ya Director of Human Resources FROM: Michelle Taylor, Senior Secretary RE: Transmitting Documents for Recording—Resolution 2000-15 Attached is the Community Development Block Grant Loan Agreement by and between the City of San Bernardino and Inland Valley Development Agency in the amount of $120,000, along with its exhibits and attachments,to be recorded. Please return the original documents to the City Clerk's Office once recordation is completed. If you have any questions,please do not hesitate to contact me at ext. 3206. Thank you. Michelle Taylor Senior Secretary I hereby ac wled re pt of the above mentioned documents. Signed: Please sign and return Date: