HomeMy WebLinkAbout1979 050 CC RESO1979 050 CC RESO (Ìì ñ K, RESOLUTION NO. 79-50
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF BALDWIN PARK DETERMINING THAT THE
RIVERGRADE COMMERCENTER DISPOSITION AND
DEVELOPMENT AGREEMENT ATTACHED HERETO AS
EXHIBIT A" IS IN CONFORMITY WITH THE
SAME AGREEMENT APPROVED BY RESOLUTION
NO. 79-24
San Gabriel River-Lewis/Vanquard)
WHEREAS, the Redevelopment Plan for the San Gabriel
River Redevelopment Project has been duly adopted; and
WHEREAS, a Disposition and Development Agreement by
and between the Baldwin Park Redevelopment Agency and Lewis/
Vanguard Developers, A Partnership, was approved after public
hearing on March 15, 1979 and testimony was taken indicating
that the sale is not less than the fair market value; and
WHEREAS, the City Council approved a motion authorizing
the Chairman to execute the Disposition and Development Agreement
on March 15, 1979; and
WHEREAS, it was understood that the Disposition and
Development Agreement before the City Council on March 15, 1979,
required clarification and resolution of certain language by
Counsel to effectuate the intent of the parties; and
WHEREAS, the proposal of Lewis/Vanguard Developers,
A Partnership, dated September 1, 1978, was before the City
Council and considered a part of the Disposition and Development
Agreement; and
WHEREAS, the Site Plan for the Rivergrade Industrial
Park was before the City Council and considered a part of the
Disposition and Development Agreement; and
WHEREAS, the City Council understood that the dates
contained in the'Schedule of Performance of the Disposition and
Development Agreement were dependent upon the time of execution
of said Agreement; and
WHEREAS, the members of the City Council have read the
Disposition and Development Agreement, attached hereto as
Exhibit A", and find it to be the same as that approved by
Resolution No. 79-24, except that said Exhibit contains clarifying
language that serves to resolve ambiguities previously contained
in the Agreement and further finds from additional testimony that
the sale is not less than the fair market value; and
WHEREAS, the City Council finds that the Disposition
and Development Agreement, attached hereto as Exhibit A, fully
manifests the intent of the parties as expressed in the Agreement
adopted by Resolution No. 79-24 on March 15, 1979.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN
PARK DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. The City Council hereby finds and determines
that the Disposition and Development Agreement attached
hereto as Exhibit A" and incorporated herein by
reference is in conformity with the Agreement approved
by Resolution No. 79-24 on March 15, 1979.
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1979 050 CC RESO (Ìì ñ K, Resolution No. 79-50
Page Two
SECTION 2. The City Council being fully advised in
the premises hereby finds and determines that the
Agreement attached hereto as Exhibit A" effectively
expresses the intent of the Agreement approved by
Resolution No. 79-24 on March 15, 1979.
SECTION 3 The City Clerk shall certify to the adoption
of this Resolution
PASSED, APPROVED and ADOPTED this 23rd day of
1979.
JacK B'Whi-fce, Mayor
ATTEST:
V^^^^^LM^
Thelma L. Balkus, City Clerk
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES) SS
CITY OF BALDWIN PARK
I, THELMA L. BALKUS, City Clerk of the City of Baldwin
Park, do hereby certify that the foregoing Resolution was duly
adopted by said City at an adjourned regular meeting of said
City held on the 23rd day of May____, 1979 and that the same
was passed and adopted by the following vote, to wit:
AYES: COUNCILMEN Ize11, King, Me Neill and Mayor White
NOES: COUNCILMEN_________
ABSENT: COUNCILMEN Aninlar
Left^u
Thelma L. Balkus, City Clerk
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1979 050 CC RESO (Ìì ñ K,
0
3/f7^
Q^m^.
REDEVELOPMENT
DISPOSITION
and
OEVELOPIVIEMT
MARCH. 1979
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1979 050 CC RESO (Ìì ñ K,
SAN CABRTKI, RFVi^K RF.l)r,V?';LOPM[';NT FROJKCT
HALDWIN PARK, CALFFORNIA
KrVI':!-'r;KAnK C'nMMKK(;l':\'TKR
Disj'osi'rroN AN!) Di^vKi.orMi^N'r ACKI^KM^NT
BY AND i!!':'IVi-:l':N
THI^ BALDWIN PARK R^n^Vn.OPMt-'.N'!' AGENCY
AND
I,KWIS/VANGUARD DKVi-XOPKRS,
A PARTNEKSHFI^
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1979 050 CC RESO (Ìì ñ K, DISPOSITION AND DEVELOPMENT AGREEMENT
R tvcrgrade Commercenter
THIS AGREEMENT is entered into by and between the RALDW1N PARK REDEVELOPMENT AGENCY
Agency") and LEWIS/VANGUARD DEVELOPERS, a p.ir t-nership Developer") Agency and
Developer agree as follows:
I. 100) SUIUECT OF AGREEMENT
A, 101.) Purpose of the Agreement
1. The purpose of thLs Agreement is to effectuate the Redevelopment Plan
Redevelopment P]<in") for the San Gabriel River Redevelopment
Project Project"), by providing for the disposition and development
of a master-planned commercial and 1ight industrial park within the
Project Area.
2. The development of the site pursuant to this Agreement, and the
fulfillment general ly of the Agreement, are in the vital and best
interests of the City and the health, safety, morals, and welfare of
its residents, and in accord with the public purposes and provisions
of applicable federal, state, and local laws and requirements.
B. 102) The Rcdeve 1 opin^nt Plan
1. This Agreement is subject to the provisions of the Redevelopment Plan
which was approvoil and adopted on December 2, 1976, by the City
Council of the City of Baldwin P.-irk, by Ordinance No. 746. The
Redevelopnont Plan as it now exists and as it may be subsequently
amended is 1 ncorpo r.'itod here Ln by r^ft.' ronce and made a part hereof as
though fully set forth herein.
2. Any amendments to the Redevelopment Plan which change the uses or
development permitted on the Site or otherwise change the restric-
tions or controls that apply to the Site shall require the written
consent of the Developer. Amendments to the Redevelopment Plan
applying to other than property in the Project Area shall not require
the consent of the Developer, except that Agency shall notify
Developer of any such proposed changes, and Developer shall have the
right to consult with the Agency regarding the same prior to adoption
if the effective da te of such changes wil1 occur prior to the issu-
ance of a final Certificate of Completion for all of the site pursu-
ant to 324.
C. 103) The Project Area
The Project Area" is all of the real property in the City of Baldwin
Park, County of Los Angeles. State of California, as described in
At tachment No. 1.
04/24/79
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1979 050 CC RESO (Ìì ñ K, D. 104) The SUe
1 The Site" is that porU on or t he- Project Area shown as Rivcrgrado
Industrial Park on the San Gabriel River Industrial Park map which is
incorporated herel n and attached to this Agreement as Attachment No.
2. Pr Lor to conveyance of all of the Site and by the mutual agree-
ment. of Agency and Developer, the boundaries of any of the Site may
be changed or the Site may be divided into more or less parcels.
Wherever used herd n, the term Parcel" slial 1 mean and include any
one of such p;i rce1s and the term Site" shall mean and include all of
such parcels.
2 If the acreage of che Site i-s changed from that shown on Attachment
No. 2, all terms herein affected thereby, including but not limited
to the tax increment guarantee performance standards 209 hereof)
shall be appropriately adj us fed and such adjustment will be made an
amendment to this Agrcement.
E. 104A) Division of the Site
1 The parties coiUrrnpl,-! te that the Site wi 11 be divided for the purpose
of conveyance into two port Ions, a*^ nearly equal In area ay possible-,
and that one-half of the Site wi I 1 be conveyed by Agency in advance
of the other. Such divi sion, rind the order of conveyance, must he
approved by Devcloper. Provisions of this Agreement which refer to
half" or one-ha!f" of the Site are intended to reflect this divi-
sion, and such provisions shal 1 not be ad jus fed if neither portion
exceeds sixty percent of the Site in area. Should the initial
portion conveyed exceed sixty percent, or be less than forty percent,
appropropriatc adjustment wil] be made in 201.3 and other provisions
to reflect the actual ratio.
2. There wil] he further divisions of the halves referred to in 1. above
into parcels" or units", which cannot be delineated at this time.
Wlierc such dEvis Ion;; affect: any provision of this Agreement, the
parties wilt m.ike appropr late adjustment to reflect the quantity of
land involved in such provision.
F. 105) Parties to the Agreement
I. 106) Agency
Age ncy is t pnh 1 1 c body corpo rn Ie ind pol i 11 c excrc I. sing govc rn-
mental funct ion^ and powers and organised and existing under Chapter
2 of the Communi ty Redevelopment I,aw of the S fate of Callfornia. The
principal office of the Agency is located at City Hall, 1^03 East
Pacific Avenue, Baldwin Park, California 91706. Agency" as used in
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1979 050 CC RESO (Ìì ñ K, this AS T" cement: i nd iide.s l^al dwi n r.irk Redevel opmr'nt' Agency, and any
assignee of or successor to its rights, powers and responsibilities.
2. 107) DeveJoper
Developer consists of two entities, signatory hereto, to wit:
Vanguard Development Co., a partnership, and Lewis Development Co., a
partnership, organized and existing under and by virtue of the laws
of the State of California. The principal offices of Developer are
9211 Archibald Avenue, Cucamonga. California 91730, and 1156 North
Mountain Avenue. P. 0. Box 670, Upland. California 91786. Said
entities have decided to jointly participate in the redevelopment
contemplated by this Agreement, and have determined to do so by the
use of a partnership as the vehicle therefor. Notwithstanding such
partnership, each of the said parties agrees that they are jointly
and severally liable to Agency for the performance of each and all off
the terms and provisions hereof. Wherever the term Developer" is
used herein, such term shall include any permitted nominee or
assignee as herein provided.
II. 200) DISPOSITION OF THK S1TK
A. 201) Purchase and Sale, Price and Deposit
1 Tn accord.'ince with ind sub ject to ill the terms. covenants, and
conditions of this Agreement, Agency agrees to sell the Site to
Developer, and Developer agrees to purchase and develop said Site
within the times, for the consideration, and subject to the terms,
condi tions, and provisions of this Agreement, all as hereinafter
provided.
2. The final land price vil] be a sum equal to the actual cost of 1)
acquisition of the Site; 2) public improvements, and site prepara-
tion; and 3) administration, legal, and consultants fees relating to
the site on an apportioned basis, less the net revenue to Agency of
the proceeds of the tax allocation bond issue. The costs and pro-
ceeds referred to above will be subject to approval by Developer, and
shall be limi fed to those relating to the Site, on an apportioned
basis. Agency lias provided Developer with a final budget prior to
execution of this Agreement, and any increase of the budget will
require prior approval of Developer if the increase is to be charge-
able to the land price. If Developer fails to approve such increase,
510(f) shall npply.
3. Developer wil 1 deposit with Agency, concurrently—with—exacution of
h^—Agroemont—l^y—A^ncy, a deposi t in the sum of $325,000 which
shall be credt fed against the purchase price of the first parcel
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1979 050 CC RESO (Ìì ñ K, convoyed to Dc'vr'1 oppr. Said Dnpo.^ It may he in the form of a bond,
letter of credit, cash or any fonn mutually agreeable to Agency and
Developer.
B. 202) Escrow
1. Agency agrees to open an escrow for the Site with an Escrow Agent**
approved by Agency and Developer, in Los Angeles County, California
within 10 days after receipt by Agency of a written request from
Developer, This Agreement constitutes the joint escrow instructions
of Agency and Developer and a duplicate original of this Agreement
shall be delivered to Escrow Agent upon the opening of escrow.
Agency and Developer shal1 provide such additional escrow ins truc-
tions as Escrow Agent shall re.is on ably require and as shall be
necessary and consistent with this Agreement, escrow Agent hereby is
empowered to act under this Agreement and upon indicating its accep-
tance of the provisions of this 202 in writing, delivered to Agency
and to Developer within 5 days after the opening of the escrow, shall
carry out its duties ns escrow i^cnt hcreundcr.
2. Upon delivery of a deed to Escrow Agent by Agency pursuant to 206,
Escrow Agent shall record such deed when title can be vested in
Developer in accordance with tlu1 to rms and provisions of this Agree-
ment Escrow Agent shall buy, at fix, and cancel any transfer tax
required by law. Any insurance policies covering the Site are not to
be transferred.
3. Developer shall pay in escrow to Escrow Agent the following fees,
charges, and costs promptly after Escrow Agent has notified Developer
of the amount of such fees, charges, and costs, but not earlier than
ten days prior to the scheduled date for close of escrow.
a) One-half of the escrow fee;
b) The portion of the premium for the title insurance policy to be
paid by Developer as set forth in 208;
c) Any State, County, or City E^ocumontary Stamps;
d) Any Transfer Tax.
Developer shall also deposit die Purchase Price for the Site or any
Parcel with Escrow Agent in accordance with the provisions of 207.
4. Agency shall pay in escrow to Escrow Agent, the following fees,
charges, and costs promptly after Escrow Agent has notified Agency of
the amount of such fees, charges, and costs, but not earlier than ten
days prior to the scheduled date for close of escrow.
a) One-half of the escrow fee;
b) Cost of drawing the deed;
c) Recording fees;
d) Notary fees;
e) The portion of the premium for the title insurance policy to be
paid by Agency as set forth in 208;
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1979 050 CC RESO (Ìì ñ K , f) Ad val orcm I axes, If any, upon the Pa reel conveyed for any time
prior to conveyance of title.
5. Agency shal 1 timet y and proper"! y execute, acknowledge and deliver a
deed in substantially the form required by 204, conveying Co
Dove lope r t i t1'1 to the Sifo m- any Parcel In accordance with the
reqnl roments of $20/i, together with an estoppel cert I fie ate certify-
ing tha t Develops r has corn pie Lc<1 all acts excep t deposit of the
Purchase Price) necessary to rntitio the Developer to such convey-
ance» if such hi1 thf fact.
6. Escrow Agent is ant:liori ed to:
a) Pay, and charge Agency and Developer respectively, any fees,
charges, and costs payable under th I.s 202. Before such
payment's a rp niadi"1, Esc row Agent shal 1 not i fy Agency and
Developer of fhe fees, charts, and costs necessary to clear
title and close escrow.
h) Disburse funds and deliver the deed and other documents to the
parties onti tied thereto when the conditions of this escrow have
been fn1f i.1led by Agency and Developer. The Purchase Price
shall not he disbursed by Escrow Agent unless and until it has
recorded thr d<*ed t lie re to and lias delivered to Developer a title
insurance policy insuring title acceptable to Developer and
Developer* s lender, and conforming to the requirements of 208.
c) Record any i ustruments delIvored through this escrow if neces-
sary or prope r to vcs t title t n Developer in accordance with die
terms and pro vis ions of this Agreement.
7. M 1 funds received in rh Ls e;;<- row sh.il 1 be deposited by Esc row Agent
In an J n to res t-bc.-f r Ing escrow account. which Interest shall be pay-
able to Develop'' r All pro ratInn-^ shal1 be made on the basis of a
30-day month.
8. If this esc row is not In ccnid I Ion to close before the time for
conveyance estabiishcd in S203, ci thcr party who then shall have
fu3 ly pe rCo rmod the acts roqul rod fo be performed by it be to re the
conveyance of t i. Me may, in writing, terminate this Agreement nnd
demand the retu rn of its money, papers, or documents. If one party
shall have fully performed at the time established for conveyance,
Escrow shall notify the other, wh-ich shall have ten days to cure its
default. If It fails to do so within ton days, the performing party
may, at its option, elect to terminate this Agreement. If neither
Agency nor Developer shall have fully performed with respect to the
conveyance of the Site or any Parcel before the time established in
said Section, no termJ nation or demand for return shall be recognized
until 10 days after Escrow Agent shal1 have mailed copies of such
demand to the otin'r party or parties at the address of its principal
place or place's of bus in ess. f my object ions arc ra Iscd within the
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1979 050 CC RESO (Ìì ñ K
, 10-day period, Esc row Agent is authorized to hold all money, papers,
and documents with rcypect to the SLte or any Parcel until instructed
by mutual agreement of the parties or, upon failure thereof, by a
court of compel on t: jurisdiction. Tf no such objections are made, the
escrow r>h;i1 In1 closed as soon is possible.
9. Escrow Agent shall not be obligated to return any such money, papers
or documents except upon the written instructions oF both Agency and
Developer, or unti.1 the party entitled thereto has been determined by
a final decision of a court of corn petent jurisdiction.
10. Any amendment of these escrow instructions shall be in writing and
signed by both Agency and Developer. At the time of any amendment
Escrow Agent shall agree to c<irry out its duties as Escrow Agent
under such amendment.
11. A5 1 communicat ions from Escrow A^nt to Agency or Developer shall be
directed Co the addresses and in the manner established in 601 of
this Agreement for notices, demands. and communications between
Agency and Developer.
12. The liab Llity of Escrow Agent: under tills Agreement is limited Co
performance of the obligations imposed upon it under 202 through
208, inci us i-vc of this Agrcc-mont
13. Agency is not liable for any real estate commissions due for the sale
of the sice. Agency and Developer each represent that it has engaged
no broker, agent, or finder in connection with this transaction whose
fees or commiss tons are to be the responsibility of or chargeable Co
Agency.
C. 203) Convc'yance of Title and DC live ry of Possession
Subject to any mutually agreed upon extensions of time, which shall not be
unreasonably withheld, conveyance Co Doveloper of title in accordance
with the provisions of 205 of this Agrccinuint), shall be completed on or
prior to the daces sped fied on the Schedule of Performance", incorpor-
ated herein and a t Cached to this Agreement as Attachment No. 3. Agency
and Developer agree to perform all acts necessary to conveyance of title
in sufficient time for title to be conveyed in accordance with the
foregoing provisions.
Possession of the Site or any Parcel shall be delivered Co Developer
concurrently with the conveyance of title, except Chat limited access may
be permitted as provided in 213. Developer shal1 accept title and pos-
session on or lie fore the said dates. Agency shall convey title to the
Site in two phases. Agency shal1 convey title to each half of the Site as
specified in the Schedule of Performance, Attachment No. 3.
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1979 050 CC RESO (Ìì ñ K , D. 204) Form of need
Agency shal 1 convoy to Developer title* to the Site or any Parcel in the
condition provided in 205 by Grant Deed in a form mutually satisfactory
to Develope r, Title Co as de fined in S 203), and Agency cons 1st ent wi. th
the tenns of this Agreement.
E. 205) Condition oF TItie
Agency shall convey to Developer fee simple marketable title to the Site.
F. 206) Time for and Place of Delivery of Deed
Subject to any mutually agreed upon extensions of time, Agency shall
deposit the deed for the Site with escrow Agent on or before the date
established for the ronvcy.incc' of Hie Site or P.n-c'ol In the- Schedule of
Performance, Attachment No. 3.
G. 207) Payment of Ihf Purchase Pr ico and Record, i fton of Ocod
Developer shall depo^ i t the purchase price for each parcel to be conveyed
wi th Escrow Agr-nt upon or prior to the da tr- for conveyance thereof,
provided Chat Escrow A^ont shall have notified Developer in writing that
the deed, properly executed and acknow"! edged by Agency, has been delivered
to Escrow Agent and that title is in the condition to be conveyed in
conformity wl th the prov i sions of 205. K^c row Agent shal 1 deliver the
purchase price to Agency upon records t Lon of the deed in the Office of the
County Recorder of Los An^elos County.
H. 208) Title Insurance
Concurrently wi th the1 record<i tion of the deed conveying title to the Site
or any Parcel, a title insuranco company satisfactory to Agency and
Develops r Ti t1 f Co shal 1 provide ind thereat ter df1 liver to Deve Lopcr
a standard CLTA tit 1r J nsurancc policy Issued by Tit!e Co. insuring that
the title is veytc-d in Developer in the condition required by 205. Title
Co shall provide Agency with a copy of the title insurance policy and the
title insurance put icy shall hi.' In he amount of the purchase price of the
Site or Parcel.
Concur re nil y wi- th the record,! tion of th? deed conveying title to the Site
or any Parcel, Title Co. sha]1, if requested by Developer, provide
Developer wi th an endorsement to insure the amount of Developer* s esti-
mated construction costs of the improvements to be constructed upon the
Site or Parcel Dovrlopor shal 1 pay the entire premium for any such
increase in coverage ri^ques fed by it
Agency shall pay only for that portion of the title insurance premium
a I tributnble to a Cl.TA standard form pel Icy of ti tie I nsuranco in the
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1979 050 CC RESO (Ìì ñ K
1979 050 CC RESO (Ìì ñ K
, c) Developer has the option to either complete sufficient construc-
tion to c.'m.so the v.i 1 uc of land. buildings, improvements, tenon t
improvemr'nLs, and personal property located on the site to reach
the levels specified in a) above by each of the dates set forth
therein, or p;iy to Agency n1ternative payments computed Co be
the difference between the tax increment revenues as of each
March 1 above or the following August 20, as the case may be)
and the tax increment revenues which would have been paid to
Agency had the value totaled the amount set forth as a level of
completion by that date.
d) Such alternative payments will be paid at the date the taxes
actually levied on the basis of the assessments on the
respective da tes would have become delinquent; that is, one-half
on the December 10 following each March 1 and one-half April 10
of the year following that March 1.
e) As an tjuiu cement. to Developer to build as expeditious ly as
possible. Agency will pay to Developer an amount computed to be
equal to one-half of any amount of tax increment revenues as of
each March 1 ibove or the fol 1 owl ng Augufl t 20, as die case may
be) in excess of the amount which wou] d have been assessed had
the v.i I ue been exactly the imount set to rth In a) 1)» 2)
and/or 3) hereof to have been completed by the respective dates
set forth in a) 1), 2), and/or 3). Payment of such amount
will bo made only if at March 1 1934. or the following August
20, if the equalization process is applicable. the total value
of land, buildings, improvements, tenant improvements, and
personal property located on the site is not less than
$30,000,000; and will be made, if due. as soon as such value has
been ascertained.
f) Any amount of alternative payments calculated under 209.2(c) in
any year except amounts due with respect to the first assess-
ment date to which these provisions apply) shall be reduced by
the excess of tax increment revenues attributable to this
Agreement as of the March 1 above or the following August 20,
as the case may be) for the prior year because the value at that
da te exceeded the amount intended to be achieved under a)
hereof by such date.
g) Any delay in conveyance of title and/or possession, as set forth
in Attachment No. 3, in excess of thirty days shall defer the
dates set forth in a) and c) above for one year; and addi-
tional yenrs of delay will be added on the same basis, that is.
thirteen months of delay wilI defer dates by two years; twenty-
five months by three years, and so forth. The deferral set
forth in tin's subparagraph g) of the dates set forth in a) and
e) above is solely applicable to the computation of alternative
payments in c) above and inducement payments in e) above.
Such deferral does not otherwise alter any obiigation of either
party to perform in accordance with this Agreement.
h) The provisions of this 209.2 have been agreed to upon the
assumpt ion Chat the method of ad valorem taxat I. on of real and
9
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1979 050 CC RESO (Ìì ñ K, personal property presently In effect will be in effect on each
tittle to wh-1 ch th Is section app lies. No change in such method
which increases the amount of tax 1 lability shall increase the
amount to ho paid by DC V'1 lope' r he rounder over what it would have
been ab se n I su ch ch a nge
J. 210) Occupants of the Site
Excep C as otherwise provided in Scope of Development, At tachment No. A,
I lie Site and each P.I red shal 1 be conveyed free of any possession or right
of possession excep t th;t t of novel op'- r ind the easements of record, which
shall be subject to Developer's approval.
K. 211) Zoning of the Sire
Agency hereby repre.senLs and wa r rants that zoning at the time of convey-
ance will penni t development and construct! on of improvements in
accordance with the provis ions of this Agreement, and wil 1 permit the use,
operation and maintenance of such improvements.
L. 212) Environment.al Approvals
Agency hereby represents and warrants to Developer that any and all
environmental approvals required to pcnni.t the development of the Site in
accordance wi ch the Redevelopment Plan have been granted; that an Environ-
mental Impact Report covering the Site lias been prepared and approved by
all required governmental agencies; and that Developer shall not be
required to obtain any further environmental approvals as a condition to
the development of he Site in aecor d.ince wl ch the Redcvel opment Plan.
M. 213) Condition oF 1 he Site
1 Agency shal 1 prior to conveyancr of the Site or any Parcel and
without expense to Developer, pe rform the following preparatory work
unless Agency and Developer he re after agree in writing that any of
such prcparat ion ahal1 not he done, or that it shall be done subse-
quent to the conveya nee of the Sire or Parcel). Developcr reserves
the right to perform such preparatory work and Agency and Developer
may make appropriate ad jus tments in the purchase price speci fied in
201.2 to compensate Developer for such services:
a) Domol i tion of e>:1 st ing hu1 1 dings and other improvements includ-
ing the removal of foundations and basements;
b) Removal of concrete, concrete founda tions, masonry, and asphal-
tic flat work and walls, excepting those walls, if any. needed
to but tress or retain adjacent properties and the public rtghts-
of-way;
c) Removal or abandonment by Agency or by the appropriate public
body or utility company of utility lines, installations, facili-
tics. and related equipment, within or on the Site or any Parcel,
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1979 050 CC RESO (Ìì ñ K, unless otherwise noted on the Scope of Development;
d) Grading and backfill ing and compaction of former basement areas
or excava fed areas, wn tor well s, nr cesspools as required by
regulatory agencies.
Agency agrees that if any or all of the items specified in 213.1.
a)--(d) above* irc performed by I i, such work shall in no way render
the site unusable or less usable than its condition prior to such
work.
2. It shall be the sole responsibility of Developer, at Developer's
expense, to inves t igate and determine the suitab ility of soil, water
table level and other conditions and the suitability of the Site or
Parcel for the development to be constructed by Developer. If die
soil or oilier c end It ions of the Site render the site economical ly
unfeasible for the use or uses to which the Site is intended to be
put, then it is the sole respons LbHi ty and obligation of Developer
to take such act Ion as may bo necessary to place the Site and soil
conditions of the SLte in all respects in a condition entirely suit-
able for the development of the S t-tc*, or terminate this Agreement
under 510(b) wlthin thi rty days after Agency has provided Dcvelopc r
with a va1 id right of entry onto the SLte for testing purposes.
3. After Agency acquisition of the Site or portions thei-eof, and prior
Co the conveyance of title, representatives of Developer shall have
the righ t of a c-cess to the sire at all reasonable times for tlic
purpose of obtaining data and miking surveys and tests necessary to
carry out this Agreement. Developer shall hold Agency harmless for
any injury or damages arising out of any activity by Developer pursu-
ant to this 1 3. Devol ope r shal 1 have access to all da tfl and
information on the Site availnb1e to Agency.
HI. 300) DEVELOPMENT OF Till1: Si'l-K
A. 301) Development of the Site by Developer
1. 302) Scope of Development
The Site shall be developed substantially as provided in the Scope of
Development incorporated herein and attached to this Agreement as
Attachment No. U.
2. 303) Preliminary Drawings for Development
Developer has prepared and submit fed to Agency a Site Development
Plan" appended as part of Attachment No. A. This Site Development
Plan" is hereby approved by Agency. Developer agrees to furnish the
drawings and sub initial in forma tlon spcci tied in At tachment No. 3,
Schedule of Performance. to Agency for Agency's specific written
review and approval. Review of these documents by Agency will be in
accordance with the Schedule of Pe rforma nee.
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1979 050 CC RESO (Ìì ñ K, 3. 304) Preliminary Drawings and Changes
The development shall be as generally establishcd in the preliminary
drawings and rel a fed documents excep t for such changes as may be
mutual ly agreed upon be twee n Developer and Agency
305) Find Cons truction Drawing and Related Documents, Site
Devol opiiH- nt^
Developer shall prep.ire and subini t H nal Cons truct ion Drawings and
related docum'iu s for Site Dc.'vrl opine nt to Agency for architectural
review and wr i-1 ten approval at Che t line e stab li shed in the Schedule
of Performance. Final Construction Drawings are hereby defined as
those in sufficient detail to obtain necessary permits. Agency shall
have the right nf a rchi tectural review of all plans and submissions.
Any it ens sub mi tied and approved by Agency shal1 not be subject to
subsequent d i sap pr oval Developer, upon receipt of a disapproval,
shal 1 revise such portions as are rejected and resubmit Co Agency
after receipt of the notice of disapproval within the time period set
out in the Schedule of Performance.
If any revisions or corrections shall be required by the City or nny
other agency, department, or bu reau of the City of Baldwin Park,
County of Los Angeles, or State of Callfornia, having jurisdiction,
Developer and Agency shall cooperate in efforts to meet such require-
ments or to devclop a mu tually acceptable alternative.
If Devd oper drs't ros to make inv change in the Lnnl Construction
Drawings and rclated documents for Site Development after their
approval by Agency, Developer b.il I submit the proposed change to
Agency for its approval. Notwithslanding anything to the contrary
contained in this 305, minor field changes commonly recognized in
the construct!on industry as minor technical adjustments in construc-
t ion documents and plans and ant fcipate.d performance shal 1 be
approved or d is approved by the F.^ecuL Ive Director of Agency within 24
hours after their submission to the Hxecutive Director by Developer.
Otherwise, Agency shall notify Dcvoloper of approval or disapproval
in writing wi thin 15 days after the la ter of submission to the Agency
or the next day after the earliest Agency meeting.
5. 306) Construction Drawings and Related Documents
Developer shall prepare and submit Construction Drawings and related
documents for bu i1 dings to Agency for arch itcctural review and
written approval at the times established in the Schedule of Perform-
ance. The building drawings and re la fed documents shal1 be submitted
in two stagcs--pre1imi nary and final wo rking drawings. Final working
drawings are hereby defined as those in sufficient detail to ob tain a
building permil. Agency shall have the right of architectural review
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1979 050 CC RESO (Ìì ñ K, of all plans and submissions. Any item submitted and approved hy
Agency shall not. ho subject to subsequent disapproval.
The provisions of 305 shal1 apply to Cons truet ion Drawings and
related documents for buildings.
6. 307) Cost oF Construct ion
a) The cost of deve!op ing the Site or any Parcel and constructing
a1.1 improv^mc'nt.s thnreon sil.il 1 he home hy Developer» except for
the work expressly set forth in the Agreement including, with-
out limitation, 213 and 307(b)) or Attachments to be performed
by Agency or others.
b) Agency wilt, it its expense, cons Lrucl the puhl ic improvements
on the Site. Prior to the commencement of any of the public
improvements on the Site required to be performed by Agency
hcrounder. Agency will cause engineers' estimates of the cost of
such improvements to be prepared based upon final plans and
specifications prepared by Agency. Developer may. at its elec-
tion, perform such improvements and in such event Agency will
reduce the purchase price in the amount of the budgeted cost of
such improvements. Should Developer not within thirty days
after being informed of such amount, advise Agency in writing of
its election to perform such improvements. Agency will cause
such improvements to be cxpeditiously accomplished at Agency's
expense.
c) As iisfd in this Agreement, public improvements" include engi-
neer i i'4', and r;id 1-ng of all of f site Improvements, street paving,
curbs, gutters, sidewalks if required), the water, sewer,
electrical, gas, and street lighting systems, parkway grading
and landscap Lnp, street signs, and such other improvements as
may be required.
7. 308) Schedule of Performance
Subject to ex tens ion of time for causes specified in 60^ Developer
shall begin and complete all cons truction and development within the
time specified in Attachment No. 3, Schedule of Performance, or such
reasonable extension of said dates as may be granted by Agency in
writing. The Schedule of Performance is subject to revision from
time to time as mutually agreed upon in writing between Developer and
Agency.
8. 309) Mutual Indemnity
Each party shal1 indemnify and hold the other and its contractors,
agents, and employees harmless from and against any and all liabili-
ties arising out of activities on the site of itself, its contrac-
tors, agents, or employees, wh f-ch result in a claim of personal
injury or property damage being m.-ido against the other.
9. 310) City ind OLhcr Governmental Agency Permits
Before commenc-omeni of cons truct ion or development of any buildings,
structures, or other work of improvement upon the Site or any Parcel,
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1979 050 CC RESO (Ìì ñ K, Developer shall at its own expense secure or cause to be secured any
and all permits which may be required by the City or any other
governmental agency.
10. 311) RighLs of Access
Representatives of Agency and the City shal1 have a reasonable right
of access to the Site or iny I'<i reel without charges or fees, at
normal construction hours during the period of construction for
purposes of th is Agreement, including but not limited to the inspec-
tion of the work be ing performed in constructing the improvements.
Such rep resent at ivcs of Agency or the City shall be those who are so
identified in writing by the executive Director of Agency.
11. 312) Local, State, and Federal Lavs
DCvclope r shal1 en rry out the cons truction of the Improvements in
conformity with all applicable laws.
12. 313) Antid-1 crimination during Construction
Developer for itself and its successors and assigns, agrees that in
the construction of the improvements provided for in flits Agreement,
Developer will not discriminate igc'iinst any employee or applicant for
employment ber.uiso of race, ml or, religion, sex, marital status, or
national origin.
B. 31^f) Responsibility of the Agency
Agency, wi thout expense to Develops r or assessment- or claim agains t the
Site, shall perform ill work specified to be performed by it in this
agreement, and At t.ichincnt No. Scope of Development. Agency will
perform these tasks within the times specified in the Schedule of
Performance, Attachment No. 3. Agency wil1 indemnify and hold harmless
Developer from and ng.'i 1 nst any and al 1 1 i ability or claims arising from
Agency's entry into or activities on the Site.
C. 315) Taxes, Assessments, Encumbrances, and Liens
Developer shal 1 pay when due all real estate taxes and assessments
assessed and levied for any period subsequent to the conveyance of title
of any portion oF thp itc. Subjeel to the provisions of 318, Developer
shall not place or allow to he placed on the Site or any Parcel any mort-
gage trust deed, encunbranee, or lien unauthorized by this Agreement.
Developer shall remove or have removed iny levy or attachment made on the
Site or any Parcel, or assure thf1 sat isfaction thereof within a reasonable
time, but in any event prior to a sale lie rounder. Nothing herein con-
tained shall be deemed to prohibit Developer from contesting the validity
or amounts of any tax assessment, encumbrance, or lien, nor to limit the
remedies available to Developer in respect thereto. The covenants of
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1979 050 CC RESO (Ìì ñ K, Developer set fo rth In this section shal 1 remain in effect: only until a
Cert I ficatc of Coinp 1 et I on of construction lias been furnished as herein-
after provided wi th respect: to the Site or any portion thereof upon wh ich
my lien or encumbrance might be pi iced
D. 316) Prohibition Against Transfer o f the Site, the Buildings or
S t ructures and Assignment of Agreement
Prior to the rec'orda t ion by Agenry or a Certificate of Complet ion of
cons true t ion as prov Ided hereinafter, Developer shal 1 not, except as
permitted by this Agreement, sell trans for, convey, assign or lease the
whole or any part of the Site or the bn tidings or s tt'uctures on the Site
wi thout the prior approval of Agency. Th Is prohibi tion shal 1 not apply
subsequent to the record a Eton of the Certificate of Completion with
respect to t-he improvements upon the Site. This prohibition shall not be
deemed to prevent the granting of easements or permi ts to facilitate the
development of the Site or to prohibit or restrict the leasing of any
part, or parts, of a building or structure with respect to which a partial
Certificate of Corn? Ic t ton has he en issued by the Agency. No tli Ing in th Is
paragraph proh ib t t s Revel op or from 11'.'ising space for occupancy. No twit h-
s candIng anything con mlncd to the cent rary in this Agreement, Agency
understands and agrees that Devclop^r 1ntends to commence set ling and
leasing individual units upon thi'? I r coniple t ion without wai t f.ng for all of
the units to be cunst riicted pursuant- to this Agreement. Therefore, Agency
agrees that Developer may apply for Certificates of Completion as herein-
after provided for each Lndividual uni t.
F:. 317) Security I'ln.-i nci ng Hight of Hoi ders
1. 318) No Kncumbrnnces F.xcQpt Mortgages, Deeds, Deeds of Trust,
Sales and Leases--Rack, o r oilier Financing for Development
Notwithstanding 315 and 316, mortgages, deeds of trust, sales and
leases-hack, or any other form of conveyances required for any
reasonable method of financing are permitted before completion of the
construction of the improvements, but only for the purpose of secur-
ing loans or gu.i ran tecs to be used for financing the acquisition of
the Site, the construction of Improvements on the Site, and any other
expenditures necessary and appropriate to develop the Site under this
Agreement. Developer shall give prior written notice to Agency of
any proposed mortgage, deed of trust, sale and lease-back, or other
form of conveyanc'' for f inane Lng of development of the sSite, if
Developer proposes to enter into tlie same before completion of the
construction of the improvements on the Site. Developer shall not
enter into any conveyance for Financing without the prior written
approval of Agency, which approval Agency agrees to give if any such
conveyance is given to a responsible financial or lending institution
or other accep table person or entity. Such lender shalI be deemed
a p prov Of! uni L'-SS re f'clod in wr 11 f.ng by Agency wt.thin 10 daya after
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1979 050 CC RESO (Ìì ñ K, notice thereof by Developer. In any event, Developer shall promptly
notify Agency of any mortgage, deed of trust, sale and lease-back, or
other financing convc'yance, onciimbr.i ncc* or lion tha t lias been ere a fed
or attached thereto prior to completion of the construction of the
improvements on the Site whether by voluntary act of Developer or
otherwise. The words mortgage" and deed of trust" as used herein
include all other appropriate modes for financing real estate, con-
struction, and land development.
2. 319) Holder Not Obligated to Construct Improvements
The holder of any mortgage, deed of trust, or other security interest
authorized by tins Agreement shall In no way be obliga fed by the
provisions of this Agreement Co construct or complete the improve-
ments or to giM ran tec such cons trueC ion or completion; nor shall any
covenant or any other provision in the deed for any Parcel be con-
strued so to ohUgat-e such holder. Nothing in this Agreement shall
be construed to permit or authorite any such holder to devote the
Site to any uses, or to construct any improvements thereon, other
than those uses or improvomonfrs provided for or authorised by this
Agreement.
3. 320) Notice of Default to Mortgage, Deed of Trust, or Other
Security Interest Holders; Right to Cure
Whenever Agency shal 1 deliver any not I-ce or demand to Developer with
respect to any breach or default by Developer in completion of con-
structlon of the improvements. Almonry sha1 1 at the same time deliver
to each holder of record of any mortgage, deed of trust, or other
security interest authorized by this Agreement a copy of such notice
or demand. Kach such holder shall insofar as the rights of Agency
are concerned) have the right at its option within thirty days after
the receipt of the notice, to cure or remedy or commence Co cure or
remedy any such default and to add the cost thereof to the security
interest debt and the lien on Its security interest. Nothing con-
tained in this Agreement shal1 be doomed to permit or authorize such
holder to undertake or continue the construction or completion of the
improvements beyond the extent necessary to conserve or protect the
improvements or construction already made) without first having
expressly assumed Developer's obligations to Agency by written agree-
ment satisfactory to Agency. The holder in that even'' must agree to
complete, in the manner provided for in this Agreement, the improve-
ments to which the lien or ti c Ic of such holder relates, and submi t
evidence satisfactory to Agency that it has the qualifications and
financial responsibility necessary to perform such obligations. Any
such holder properly completIng such improvements shal I be entitled,
upon writ ten request made to Agency, Co a Certificate of Completion
from Agency.
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1979 050 CC RESO (Ìì ñ K, 321) Failure of Holder to Complete Improvements
In any case where, six months after default by Developer In comple-
tion of construction of improvements under tills Agreement, the holder
of any mortgage, deed of trust, or other security Interest creating a
lien or encumbrance upon thi1 Site or any Parcel has not exerc lacd Clio
option to eons truct» or if it has exercised the opt ion but has not
proceeded dill g^nt"! y wi ch cons Lnict: ion. Agency may purchase the
mortgage, deed of t rust, or other security interest by payment Co the
holder of the amount of the unpaid deb t, plus any accrued and unpaid
interest. If the ownership of the Site has vested in the holder,
Agency, if it so desires, shal1 he entitled to a conveyance from the
holder to Agency upon payment to the holder of an amount equal to the
sum of the followi ng:
a) The unpa id mortgage, deed of t rust, or other security interest
debt at the time title became vested in the holder less all
appropriat.e credits, including those resulting from collection
and applicat ton of rentals and other income received during
foreclosure proceedings).
b) All expenses with respect to foreclosure.
c) The net expenses, If any oxclus ive of general overhead),
incurred by the holder as a direct result of the subsequent
manag erne n t of the Site.
d) Tin- costs of any improvements made by such holder.
e) An amount equ Ivalent to the interes t: that would have accrued on
the aggregate of such amounts had all such amounts become part
of the mor tgar,r- or deed of trus t debt and such deb t had contin-
ued in existence to the date of payment by the Agency.
5. 322) Righ t of Agency to Cure Mortgage, Peed of Trust, or other
Security Interest Default
In the event of a default or breach by Developer of a mortgage, deed
of trust, or other security instrument with respect to the Site or
any Parcel prior to the completion of development, and if the holder
has not exercised its option to complete the development, Agency may
cure the default prior to completion of any foreclosure. In such
event Agency shall he entitled to reimbursement from Developer of all
costs and expenses incurred by Agency in curing the default. Agency
shall also be entitled to a lien upon the Parcel to the extent of
such cos ts and disbursements. Any such lien shal 1 be subject to
mortgages, deeds of Crust or other security instruments executed for
the sole purpose of obtaining funds to purchase and develop the Site
as authorized lie rein
F. 323) Right of the Agency to Satisfy other Liens on the Property
after Title Passes
After the conveyance of title and pr: or to the rccorda C ton of a Certi-
ficate of Completion for construction and development, and after Developer
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1979 050 CC RESO (Ìì ñ K, has had a reasonable 11 me to dial 1 enge, cure, or satisfy any liens or
encumbrances on the Sice or Parcel, Agency shall have the right to satisfy
any such liens or encumbrances, provided, however, that nothing in this
Agreement shall require Developer to pay or make provision for the payment
of any tax, assessment, lien, or charge so long as Developer in good faith
shall contest the validity or amount thereof, and so long as such delay in
payment shal 1 not. subject: the Site or Parcel to forfc Lture or sale.
G. 324) Certificate of Completion
1. Promptly after completion of substantially all construction and
development of each Individual unit to be completed by the Developer
upon the Site or my portion thereof, Agency shall furnish Developer
with a Ccrti f1 c.'i t<1 of Corn pie tion, upon writ ten request therefore by
Developer. Agency shal I not unreasonably wi thhold any such Certifi-
cate of Complu t ion. Such Certtfic.ite of Completion shall be and
shall state that it: is) a conclusive determination of satisfactory
completion of the construction required by this Agreement upon the
Site or Parcel and of ful 1 can pi-I nncc with the terms hereof with
respect to the Site or to that Parcel. After issuance of such Certi-
ficate of Corn plot ion any party then owning or thereafter purchasing,
leasing, or oilier wise acquiring any interest therein shall not
because of such ownership, purchase, lease, or acquisition), incur
any obligation or liability under this Agreement, except that such
party shall he hound by any covenants contained in the deed. lease.
mortgage. deed of trus C, contract or other instrument of transfer in
accordance with the provisions of 400-404. Neither Agency nor any
other person, after issuance of a Certificate of Completion, shall
have any righ ts, remedies, or cent ro1s that it would otherwise have
or be entitled to exercise under this Agreement as a result of a
default in or breach of any provision of this Agreement, and the
respective rights and obligations of the parties with reference to
those matters shall be as set forth in the deed.
2. Each Certificate of Completion of construction shall be in such form
as to permit it to be recorded in the Recorder's Office of Los
Angeles County.
3. If Agency refuses or fails to furnish a Certificate of Completion for
a Parcel after written request from Developer, Agency shall, within
10 days of the written request, provide Developer with a written
statement of the reasons Agency refused or failed to furnish such
Certificate. The statement shni1 also contain Agency^ statement of
the action Developer must take to obtain the Certificate of Comple-
tion. If the rc'-ison for such refusal is confined to the failure to
complete specific, items» Agency will issue its Certificate of Comple-
tion upon the posting of a bond by Developer with Agency in an amount
representing the fair value of the work not yet completed. If Agency
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1979 050 CC RESO (Ìì ñ K, shall have failed t^ provide such written statement within said
10-day period, Developer shall he deemed entitled to the Certificate
of Complct ion.
4 Such Certificate of Cornplet ion shal1 not constitute evidence of
compliance with or s a ti-s faction of any obligation of the Developer to
any holder of a mortgage, or any insurer of a mortgage securing money
loaned to finance the improvement or any part thereof. Such Certifi-
cate* of Corn pic t-fon is not a notice of completion ri.s defined in
California Civil Code 3093.
IV. 400) USE OF THE SITE
A. 401) Oscs
Developer covenants and agrees for itself, its successors, its assigns,
and every successor n interest that during construction and thereafter,
Developer, such successors, and such nssigns shall devote the Site to the
uses specified in the Redevelopment Plan, the deeds, and this Disposition
and Development Agreement.
B. 402) Obligation to Refrain from Discrimination
There shal1 be no discrimination a^.i Ins t or segregation of any person, or
group of persons, on account of sex, race, color, creed, national origin,
marital status, or ancestry in the sale, lease, sublease, transfer, use.
occupancy, tenure, or enjoyment of the Site, nor shall Developer itself or
any person cl aimi ng under or through him establish or permit any such
practice or practices of discrimination or segregation with reference Co
the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees.
C. 403) Form of NondJ sc rlrnin.ition and Nonsegregation Clauses
Developer shall refrain from restricting the rental, sale, or 3ease of the
Site on the basis of sex, race, color, creed, national origin, marital
status, or ancestry of any person. All such deeds, leases, or contracts
shall contain or be subject Co substantially the following nondiscrim-
ination or nonsegregation clauses:
1. In deeds: The grantee herein covenants by and for himself, his
heirs, executors, administrators, and assigns, and all persons claim-
ing under or through them. that there shall be no discrimination
against or segregation of, any person or group of persons on account
of sex, race, color, creed, national origin, marital status, or
ancestry in the sale, lease. sublease, transfer, use, occupancy.
tenure, or enjoyment of the land herein conveyed, nor shall the
grantee himself or any person claiming under or through him, estab-
lish or permit any such practice or practices of nondiscriminatlon or
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1979 050 CC RESO (Ìì ñ K, K^'groga t f on wi 1'h rcf<1 rc-nce to tin- oct 1 on In en 1: ion nnmbc r. use of
occupancy of tenants, 1essees, subtenants, sublessees, or vendees in
the land he rein conveyed The foregoing covenants shal 1 run with the
land."
2. In leases: The lessee herein covenants by and for himself, his
heirs, executors, administrators, and assigns, and all persons claim-
ing undo r nr through him, and th I s lease is made and accep ted upon
and subject to the to I lowing conditions:
Tli at there shal 1 be- no disc r mi nat ton aga ins t or segregation of any
person or group of persons on account of sex, race, color» creed,
national origi-n, mar L tal status, or ancestry, in the leasing, sub-
leasing t rans ferring, use, or enjoyment of the 1 and herein leased
nor shal} tin* ifss'-r himself, n r my person c1aimi ng und'T or through
him, es tab 1 Ish or pc nni t any such pi-act f,c».1 or practices or d Lscrim in-
n tion or seg rcg.i lion with roF'- rcnco to the seloc ion location,
number, use or occupancy, of tenant s, 1esseoq, sublesseo-s subten-
ants, or vendees I n tin- land h'-'n'! n leased
3. In contracts: Th?re shall be no discrimination agai nst or seg-
regation of, any person, or group of po rsons on account of sex» race,
color, creed, nntlonal origin, marital status, or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment
of the land, nor shat1 the transferee himself or any person claiming
under or through him, e stab 11 sh or permit any such practice or prac-
tices of discrimLnation or segregation with reference to the selec-
tion, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees of the land."
I). S^O^f) Effect and I)u ration of Covenants
F.xcept as otherwise provided, the covenants contained in this Agreement
and thr deeds shal i n.'nL-i in i.n effect nil til Dec ember 2, 2011. The coven-
ants against discrl mi nation shall rcn.iin in perpetuity.
E. A 0 5) Rights of Access Publ Lc TmprovL-nonts and FacLli t i^s
Agency for itself, and for the City and oilier public agencies, at their
sole risk and expense, reserves the righ t to enter the Site or any part
thereof at all rc'.innunbl e f imcs and wf. th as 1 Lt t into rforencc as poss i-
ble, for the purposes of construct ion, reconstruction, maintenance,
repair, or service of any public improvements or public facilities located
on the Site. Any such out ry shal1 he made only after reasonable notice to
Developer, and Agency shall indemnify and hold Developer harmless from any
claims or liabilities pertaining to any entry. Any damage or injury to
the Site resulting from such entry shall be promptly repaired at the sole
expense of the pub lie agency res pens[ble for the entry.
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1979 050 CC RESO (Ìì ñ K, V. 500) DEFAULTS, REMEDIES AND TERMINATION
A. 501) Defaults General
1. Subject to the extensions of time yet forth in 604, or elsewhere in
this Agreement, failure or delay by etcher party to perform any term
or provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately com-
mence to cure, correct, or remedy such failure or delay, and shalI
complete such cure, correction or remedy with reasonable diligence
and during any period of curing shal1 not be In default.
2. The injured party shall give written notice of default to the party
in default, spcci tying the dcfaiil t complained of by the injured
party. Except as required Lo protect against further damages» the
injured party may not institute proceedings under 502 until 30 days
after giving such notice. Failure or delay in giving such notice
shall not constitute a waiver of any default, nor shall it change the
time of default.
3. Except as otherwise expressly provided in this Agreement, any failure
or delay by either party in asserting any of its rights or remedies
as to any default shall not operate as a waiver of any default or of
any such rights or remedies or deprive either such party of its right
to institute and maintain any actions or proceedings which it may
deem necessary to protect, assert, or enforce any such rights or
remedies.
S. 502) Arbitration
1. 503) Resolution of Disputes
a) In the event that a dispute arises under tills Agreement with
respect to any aspect of Llu* performance of either party or the
interprelation hereof wh Lch the parties are unable to resolve,
the matter sh^il 1 be referred to arbitration in the following
manner: cnch party wil I name one person, who need not be inde-
pendent of It; the two persons named will jointly agree upon a
third person, who shall act as arbitrator, and whose decision
with respect Co the issue in controversy will be final and
binding upon the parties.
b) Should the two persons named he unable within seven days of
their appointment to agree upon a third party, they will request
the Los An^.elps Office of the American Arbitration Association
to name an a rbit rat or. and appointment by the Association will
be accepted by the parties.
c) Arbitration proceedings will he carried out in accordance with
the rules of the American Arbitration Association as then in
effect, in the most expeditious manner possible.
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1979 050 CC RESO (Ìì ñ K, d) No decision of any arbitrator, however appointed will be bind-
ing if it fails to reflect the substant ive provisions and limi-
tations on remedies of the parties hereto set forth in 510,
511. 511A, 511B. 512.3, 513, or 603,
2. O^) Applicable- Law
The laws of the S t.i te of Cal 1 fnrn i a sh.il 1 govern the interpretation
and enforcement of this Agreement.
3. 505) Acceptance of Service of Process
In the event th.i C any 1 egal act Ion is commenced by Developer a gains t
Agency, service of process on Agency shall be made by personal
service upon the Chairman of the Agency, or in such other manner as
4
may be provided by law, In the event that any legal net ion is
commenced by Agency against Developer, service of process on the
Developer shal1 be made by pe rsonal service upon James Smirl, or
Richard A, Lewis, or in such other m.inner as may be provided by law,
whether in.ule wi th I n or wi thout the State of Cat i to rnl a
C. 509) Remedies and Rights of Termination Prior to Conveyance
1. 510) Termination by Developer
Developer may terminate this Agreement by written notice to Agency.
upon the occurrence or non-occurrrnco of any of the following within
the pe riod st.Ued In the event of such terminal ion, this Agreement
will be without further force or effect, and each party shall be
without further If ah ill ty hercunik* r, other than as set forth in
511A.
a) Zoning, pennies, approvals and other prerequisites for deve 1 op-
inent of the site required by tills Agreement to be obtained by
Agency are not oh taj ned by Agency on or be fore the date sec
forth therefor in the Schedule of Per to nnance.
b) Soils and subsu rface test borings on the site cause Developer to
determine in its sole judgment that development of the project
is not oconomtraily teas ibie, as provided in 213.2.
c) Agency has not i) obtained bonds or other financing of acquisi-
tion of the Site, or ii) performed other work required to be
performed by it hereunder in the Scope of Development, by the
date established therefor in the Schedule of Performance;
provided that Agency shall be entitled to one 60-day extension
of the period set forth Lo 1 ssue bonds and provided further
that this sub paragraph ih subject fo the provisions of 1000
hereof.
d) Agency fails to tender conveyance of title to the Site, or
possession thereof, in a mannnr and a condition and by the dates
provided 1 n this Agreement:, and such fai lure is not cured within
thirty days ri f ter written demand by Developer.
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1979 050 CC RESO (Ìì ñ K, e) Agency neglects or refuses to commence and diligently pursue the
eminent domain actions necessary Co the purposes of this Agree-
ment in accordance with the Schedule of Performance.
f) Developer f a 1.1s to agree with an increased land price as the
result of a revision under 201.2 or 208A.
2. 511) Termination by Agency
Agency may termi nate this Agreement by writ ton notice* Co Developer
upon the occurrence or non-occurrence of any of the following within
the period stated. In the event; of such termination, this Agreement
will be without further force or effect, and each party shall be
without further liability he rounder, except as provided in 511 A.
a) Agency, after and despite diligent efforts, is unable to issue
and sol 1 Agency bond issues within the t ime set forth in the
Schedule: of Performance, provided Agency shall continue to use
its best efforts to issue and sell bonds for a 60-day period
after the date set forth in the Schedule of Performance; or
Agency is unable to finance the site preparation/construct ion
and related activities as contemplated in this Agreement and
after and dc- spite diligent: cfforts, within the time set forth
therefor in the Schedule of Pi? rformance. The provisions of this
paragraph are subject to 1000.
b) Agency diligently proceeds with the filing and processing of
approprin te condemnation act ions Co acquire all or a portion of
the site as set forth In this Agreement, and the final judgment
of a court of competent jurisdiction denies the Agency the
right and power to take" a material portion of Lhe Site under
Call fornia law.
0. 511A) Termination under Certain Circumstances
In the event Agency elects to terminate this Agreement under the terms of
511, or Developer elects to terminate this Agreement under 202.8 or
510, Developer shal1 be reimbursed for all out-of-pocket expenses
incurred up to the point of cancel 1 at ion. All work done by or for
Developer, such as engineering, architecture, marketing, feasibility
studies, and other studies of a like nature shall become the sole and
exclusive property of Agency. Thereupon, all obligations and liabilities
of the parties under tills Agreement shal 1 cease and terminate.
E. S511B) Breach by Developer prior to Closing
In the event that Developer, prior to Closing of escrow on all or part of
the Site, breaches this Agreement by materially failing to perform any
obligation hcrcundrr or by failure or refusal to Close escrow without
cause, Agency shal1 have the right to tenninate this Agreement, and retain
from Developer's deposit the amount of its actual out-of-pocket expenses
in performance of tills Agreement from the date of execution to the date of
said breach. Agency will repay to Developer the balance of said Deposit,
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1979 050 CC RESO (Ìì ñ K , and Developer and Agency wil 1 he wi thout further H ability hereunder.
F. 512) Remedies of the Parties for Default after Passage of Title and
Prior to Completion of Construction
1. Damages
Subject to 512.3 and 512.4 hereof, after conveyance of title to the
Site or any P.irrol and prior to t:h(j rf cord at ion of n Cort I. Pica to of
Completion For the development, if either Developer or Agency
defaults with regard to any of the provisions of this Agreement, the
nondefaulting party shal} serve writ: ten notice of such default upon
the defaulting party. Tf the default: is not cured or commenced to be
cured by the dc f.iu 1 t ing party wE tli hi 30 days after service of the
notice of default, the defaulting party shall be liable Co the other
party for any damages caused by such default.
Specific Performance
Subject to 512.3 and 5 12.4 hereof, if either Developer or Agency
defaults under any of the provisions of this Agreement after the
conveyance of title to the Site or any Parcel and prior Co the
completion of construction, the nondefaulting party shall serve
written notice of such default upon the defaulting party. If the
default is not commenced to be cured by the defaulting party within
30 days of service of the notice of default, the nondefaulting party
at its option may institute an action for specific performance on the
terms or this Agreement.
3. Limitation
No twi thstanding any other provlsion hereof, Deve]opcr shal1 at no
time after conveyance of title be in breach or default of any obliga-
tion of d eve lo pine nt or construct ion, or relating to the timely
performance of either, contained in this Agreement» if it has made
the alternative payment set forth in 209.2(c) on the most recent
date the refer, This provision shall further apply to each of the
five years following the la at date set forth in 209.2(a); alterna-
tive payment for each such year shall be calculated on the same basis
as payments for the year the assessment of which occurs on March 1,
1983. Tn die even t Developer does not make an al ter native payment
due after Closing, Agency's sole and exclusive remedy is the right of
reverter set forth in 513.
4. Satisfaction of Claim
If any claim for drimage is made by Agency under 512.1, or for specific
performance under 512.2, Developer may satisfy such claim and be dis-
charged of al1 result ing claims, demands, arbitration awards, or judgments
by quitclalmt ng to Agency the site or portion thereof which 1fl the nubJact
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1979 050 CC RESO (Ìì ñ K , of the claim for damages or specific performance. provided int such quit-
claim deed shall be accompanied by all of the items specified in 511A
wh ich pertain to the land described in rhe quitclaim deed and which have
not theretofore been d?livered to Agc'ncy.
G. 513) Right of Reverter
1 Agency s!ial 1 have Lhe rigli I C i s op t ion, subject: to 512.3
hereof, to rcr-nlL'r and take possession of the Site or any Parcel
with a t 1 improvements then.'on, md revest in the Agencv any estate
there to fore conveyed to the I)c'v<11 on'-'r, if prior Co recordat ion of the
Certificate of Corn pict ion, nevolope r or its successors in interes t)
sha] 1:
a) Fail to procor-d wi th the cons I: rue M-on of the improvements as
requ i rod by this Agrpcnrnt for a period of th rec months after
wr f t ten not i cc t tier oof from Agrncy and fail to make al ternativc
payments under 209.2 c) or
b) Abandon or substantial 1y suspend cons truet ion of the improve-
ments for a pnriod of th re? mon ths affcr written notice of such
abandonment: or suspension from Agency, and fail to make alterna-
tive payments under 20'-'*,2(c), or
c) Transfe.r, or suffer any involuntary trans fer of the Site, or any
part thereo f, in viola tlon of this Agreement.
2. Such right, to the extent provided Ln this Agreement, shal1 he sub-
ordinate and subject to and bp 1 Imitod by and shall not defeat,
render invalid, or limit:
a) Any mortgage, deed of tr'u'-'-t, or other security ins trument
permi ttpd bv fbis Agroonc-'n t
b) Any righ t s or intere.s ts provided in this Agreement for the
protect i on of the holder of such mortgages, deeds of trust» or
o t tier security ins t rumen ts
1. The r Lghts estab I shod In tli i.s s<'c I f on shal I not apply to ind ividual
parts of Pa reel s of rhe Sl tr on wh ich the improvements to be con-
strue led rlioroon h"iv^ b^en rompli1 led i n accordance with this Agree-
ment: and for wh ii.'h a Cort i fie a 1 c of Corn p let ton has tie en recorded
therefor as prov idcd in 32/l.
4. Upon the revesting in Agency of title to the Site or any part thereof
as provided in flits S13, Agency shall pursuant to its responsibili-
ties under Scatn law, use Its best efforts to resell the Site or part
thereof as soon and in such nannc r as the Agency shal1 find feasible
and cons is tent with the oh ject Ives of such law and of the Redevelop-
ment Plan, as oxpoditi ousl y t.s is possihl e, to a qualified and
responsible pa rLy or parties as de term Ined by Agency), who will
assume the obii gallon of maki ng or completing the improvenents, or
such other improvements in thr!r s rpad, as shal1 he sat is factory to
Agency and in accordance with the uses specified for such Site or
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1979 050 CC RESO (Ìì ñ K , part thereof, In the Redevelopment Plan. Upon such resale of the
Site, the proceeds t lie re of shall he applied, to the extent that funds
are available therefor:
a) Firs t., to reimburse Agency on its own behalf or on behalf of the
City, for all costs and expenses incurred by Agency, including
but not limited to salaries to personnel, in connection with the
recapture.-, in.magoment and result- of the Site or part thereof
but less any income do rived by Agency from the Site or part
thereof in connection with such management); all taxes, assess-
mcnt-s, and w.-i ter and si-wo r charges wi th respect to the Site or
pa rt theroo f or, in the f'vcnt die Site Is exempt from taxation
or assessment or such charges during the period of ownership to
such cnxcs, tssessmenl s, or charges as determined by the
County ass PS sing of fie la 1 as would have been payable if the
Site wore no L so exempt); any payments made or necessary to be
made Co discharge or prevent: from attaching or being made any
subsequent encumbrances or liens due to obligations, defaults,
or acts of Developer, its successors or transferees; any expend-
itures made or obligat ions Incurred with respect to the making
or completion of the improvements or part thereof; and any
amounts otherwise owing Agency by Developer and its successors
or transferee, and
b) The balance to Developer.
H. 514) Plans
If Developer defaults under any provision of this Agreement, cither prior
Co or after conveyance of title, and such default is not: cured as provided
herein, Final Cons t met on Drawings, Final I and sea ping Plans, and Finish
Grading and Parking PJans. or such other plans and drawings as have been
prepared for the development to date of the default, shall become and be
the property of Agency. Developer shall deliver to Agency any and all
such Plans, and sh.'ill assign all rights It holds in such Plans to Agency,
In such event, Agency or any other Developer may use such Plans to com-
plete the development or for any oCher development initiated by Agency,
provided that Developer will be indemnified and held harmi ess from and
against any and all liability arising out of Agency or any other party*s
use of such plans.
VI. 600) GENERAL PROVISIONS
A. 601) Notices
Notices pursuant to this Agreement: shall be given by personal service or
by United States Postal Service, postage pre-paid, addressed as follows:
a) AGENCY: Baldwin Park Redevelopment Agency
14403 East Pacific Avenue
Baldwin Park, CA 91706
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1979 050 CC RESO (Ìì ñ K , b) DEVELOPER: Lewis Development Co.
1156 North Mount tin Avenue
P. 0. Box 670
Upland, CA 91786
Attent ion: Richard A. Lewis
and
Vanguard Development Co
9211 Archibald Avenue
Cucamonga, CA 91730
Attention: James Smirl
or such other place or places as the parties may from time to time desig-
nate in writing. Notices given in accordance herewith shall be binding
for all purposes on pa rties so served. Service shall be deemed given as
of the date of personal service, or, two consecutive calendar days after
the date of deposit of the same into the course of transmission of the
United States Postal Service.
No member, official or employee of the Agency sliaU^-^ave any pe rsonal
interest, direct orT^direct, fn this A^rcjxrn?nt, nor shal 1 any such
mem be r, official, or cinployeo^p^i rt i-c En^i-^ri.n any dec f.s 1 on n1! a t Lng Co tin'
Agreement which affects his pj^a^naT^-^nteres ts or the interests of any
corporation, partnersl"ij4><^or association irT^wliich he is directly or indi-
rectly interesj^d-'^neveloper warrants that it has^ot paid or given, and
will noj>-^ay or give, any third person any money or otKeTs^consideration
J^ff obtaining this Agreement.
C. 603) Nonliability of Agency Of fie a1.-3 and Employees
No member, official or employee of Agency shall be personally liable to
Developer, or any successor in in tores t, in the event of any default or
breach by Agency or for any amount which may become due to Developer or
successor or on any obligalions undo r the terms of this Agreement excep t
where such Agency official or employee lias committed an unconstitutional
act.
D. 60''*) Enforced Delay: Extension of Times of. Performance
In addition to speci fie provisions of this Agreement, performance by
either party he rounder shal1 not be deemed Co be in default where delays
or defaults are due to war; insurrection; strikes; lock-outs; riots;
floods; earthquakes; fires; casualties; acts of God; acts of the public
enemy; epidemics; quarantine restrict Ions; freight embargoes; lack of
transportation; governmental res trie lions or priority; litigation; unusu-
ally severe weather; inability to secure necessary labor, materials or
tools; delays of any contractor, subcontractor or supplier; acts of the
other party; acts or failure to act of any public or governmental agency
or entity other than that acts or f.illiirc to act by Agency or die City of
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1979 050 CC RESO (Ìì ñ K , Baldwin Park shall not excuse performance by Agency) or any other causes
beyond the control or without the fault of the party claiming an extension
of time to perform. An extension of time for any such cause shall only be
for the period of the enforced delay, which period shall commence Co run
from the time of the commencement of the cause. If, however, notice by
the party claiming such extension i;; nt to the other party more than 30
days after the commencement of the cause, the period shall commence to run
only 30 days prior Co the giving of such notice. Times of performance
under this Agreement may also bo extended In writ in;^ by Agency and
Developer,
Developer shal 1 not be bound by provisions of 209 to pay the amount
required Co be paid thereunder if satisfactory evidence is provided to
Agency de tailing that Developer was prevented from performing due to
conditions or circumstances beyond its control.
E. 605) Inspection of Books and Records
Agency has tile righ t, upon not es.s than 72 hours not Lcc, at all reason--
able times, to inspect the books ind records of Developer directly related
to the Site and the performance of thIs Agreement. Developer shall have
the righ t, upon not less than 72 hours not ice, at al1 reasonable times, to
inspect the books and records of Agency directly related to the Site and
the performance of this Agreement.
F. 606) Approval by the Agency
Wherever this Agreement: requires el ther party to approve any contract,
document, p.lan, specification, drawing or other matter, such approval
shall not be unreasonably withheld.
VII. 700) SPECIAL PROVISIONS
A. 702) Submission of Documents to the Agency for Approval
Whenever this Agreement requires Developer to submit plans, drawings, or
other documents to Agency for approval, which shal1 be deemed approved if
not acted on by the Agency within a specified period of time, said plans,
drawings, or other documents shall be accompanied by a letter stating that
they are being submitted and will be deemed approved unless rejected by
Agency within the stated time. If there is no time specified herein for
such Agency action, Developer may submit a letter requiring Agency
approval or rejection of documents within 30 days after submission to the
Agency or such documents shal 1 be deemed approved.
B. 703) Preferences fu r Businesses Located in the Project Area
Dcveloper agrees to provide re-'is on ah Ie preferences for businesses
presently located In the Project Area Cn become lessees in the light
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1979 050 CC RESO (Ìì ñ K!, industrial park ahead of others from outside the Project Area to the
extent such tenants are appropriate for the industrial park, and at rental
rates and terms t"o he offered t" similar tennnts or the 1 nd us trial pa rk.
Developer further agrees that other businesses presently located within
the City of Baldwin Park shall receive reasonable preferences subordinate
to the reasonable preferences of businesses presently located in the
Project Area.
C. 704) Amendments to this Agreement
Developer and Agency agree to mutually consider reasonable requests for
amendments to this Agreement provided said requests are consistent with
this Agreement: and would not substantially alter the basic business terms
included herein.
VIII. 800) ENTIRE ACRl^KMF.NT, WAIVFR.S AND AMKNDMF.NTS
This Agreement is executed in five duplicate originals, each of which is
deemed to be an original. This Agreement includes 30 pages and 5 attach-
ments which constitute the entire understanding and agreement of the
parties.
This Agreement integrates all of the terms and condilions ment ioned herein
or incidental In'relo, ind supe r.sede.s ill negotiations or previous agree-
ments be tween the p-i rt ies wi th respect ro alt or any pa rt of the subject
mat ter hereof.
Al 1 waivers of the provisions of this Agreement mus C be in writing and
signed by the appropriate author!ties of Agency or Developer, and al1
amendments hereto must be in writing and signed by the appropriate author-
ities of Agency and Dove]oper.
IX. 900) TIM!7 FOR ACCEPTANCE OF ACREKMENT BY ACKNCY
This Agreement, when executed by Developer and delivered to Agency» must be
authorized executed. and deJ ivered by Agency within 35 days ifter date of
signature by Developer or this Agreement shall be void, except to the extent
that Developer shall consent in writing to further extensions of time for the
authorization, execution, and delivery of this Agreement. The date of this
Agreement shall be the date when the Agreement shall have been signed by
Agency.
X. 1000) FURTHKR FINANCING
Developer and Agency sha]I cooperate to exert their best efforts to implement
the industrial pa rk revenm- bond financing as the same is defined in the
Federal IDB Regulations, to the end that a decision can he mutual ly made by
Developer and Agency within 6 months from the date this Agreement is executed
as to whether or not; to proceed wi th the I in piemen tat ion of SLicli financing. If
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1979 050 CC RESO (Ìì ñ K", the mutual decision is to proceed, it is presently contemplated that this
Agreement will be suitably revised so that the form of the sale will be that of
instahtment payments over a period equal to the term of the industrial park
revenue bonds or some other suitable method of payment compatible to the
financing period. The parties agree to negotiate with each other in the spirit
of good faith and fair dealing to the accomplishment of this end, which, it is
expected, wi11 be to the financial benefit of both parties. In such financing,
both parties agree to comply with a11 applicable State and Federal laws and
regulations adopted thereunder pertaining to the issuance of the revenue bonds
and the conveyance of the project site.
EXECUTED at the City of Baldwin Park, California, this____day of___________,
1979.
ATTEST:
THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF BALDWIN PARK AGENCY")
By
Secretary Philip R. Sexton
SEAL)
APPROVED AS TO FORM:
Chairman
Agency Attorney
LEWIS/VANGUARD DEVELOPERS DEVELOPER")
By Its Partners:
LEWIS DEVELOPMENT CO., a partnership
By
Authorized Agent
VANGUARD DEVELOPMENT CO., a partnership
By
Partner
30
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1979 050 CC RESO (Ìì ñ K#, ATTACHMENT No. 1
The East half of the West half of the Southeast one-quarter of Section 12.
Township 1 South, Range 11 West. San Bernardino Base and Meridian;
Also, the West half of the Northwest one quarter of Section 7, Township 1 South,
Range 10 West, San Bernardino Base and Meridian;
Also, that portion of the East one-half of the Southeast one-quarter of Section
12, Township 1 South, Range 11 West. San Bernardino Base and Meridian bounded
and described as follows:
Beginning at the Northwest corner of the East one-half of eald Southeast
one-quarter; thence easterly along the northerly line of eald Southeast one
quarter, to its point of intersection wl th the southeasterly line of that
certain easement, 120 feet vide, of the Department of Water and Power of
the City of Los Angeles, recorded in Book 15306. Page 106, Book 15308. Page
187. and Book 14824. Page 252 of Official Records in the office of the
County Recorder of Los Angeles County; thence southwesterly along said
southeasterly line to Its point of intersection with the northerly line of
Lot 9 of Tract No. 1605. as per map recorded in Book 20. Page 32 of Maps in
the office of said County Recorder; thence easterly along said last-
mentioned northerly line to its point of intersection wi th the westerly
line of that certain property shown as Parcel 25 on Page 12 in Book 8535 of
the 1975-76 Los Angeles County Tax Assessor's Maps; thence southerly along
said westerly line to the northerly line of that certain property shown as
Parcel 29 in said Book and Page of said Assessor's maps; thence westerly
along said last-mentioned northerly line to its point of intersect ion with
the easterly line of that certain property shown as Parcel 23 in said Book
and Page of said Assessor's Maps; thence southerly along said easterly line
to its point of intersection with the northerly line of that certain
property shown as Parcel 28 in said Rook and Page of said Assessor's Maps;
thence easterly along eald last-mentioned northerly line to its point of
Intersection vlth the easterly line to the northerly line of Tract No.
21614, as per map recorded in Book 594 Pages 24 and 25 of Maps in the
office of said County Recorder; thence westerly along said last-mentioned
northerly line to its point of intersection with the southeasterly line of
that certain easement. 120 feet vide, of the Department of Water and Power
of the City of Los Angeles as recorded in Book 15306, Page 106. Book 15308,
Page 187, and Book 14824, Page 252 in the office of said County Recorder;
thence southwesterly along said last-mentioned southeasterly line to its
point of Intersection with the northerly line of Tract No. 16918. as per
map recorded in Book 396, Pages 10 and 11 of Maps in the office of said
County Recorder; thence easterly along said last-mentioned northerly line
to its point of intersection with the southeasterly line of San Gabriel
River Parkway as shown on said Tract No. 16918; thence southwesterly along
said last-mentioned southeasterly line to its point of intersection with
the northerly line of Tract No. 16918, as per map recorded in Book 396,
Pages 10 and 11 of Maps in the office of said County Recorder; thence
easterly along said last-mentioned northerly line to its point of inter-
section with the southeasterly line of San Gabriel River Parkway as shown
on said Tract Ko. 16918; thence southwesterly along said last-mentioned
southeasterly line to its point of intersection with the westerly line of
the East one-half of said Southeast one-quarter; thence northerly along
said last-mentioned line to the point of beginning;
Also. that portion of Section 7, Township 1 South. Range 10 West, San Bernardino
Base and Meridian, bounded and described as follows:
Beginning at the intersection of the center line of Me reed Avenue, 80 feet
wide, with the southeasterly line of that certain easement, 120 feet wide,
of the Department of Water and Power of the City of Los Angeles as recorded
in Book 13999. Page 217 of Official Records in the office cf the County
Recorder of Los Angeles County; thence northeasterly along said south-
easterly line to the northerly line of Tract No. 20794. as per map recorded
in Book 554. Pages 20 and 21 of Maps in the office of said County Recorder;
thence easterly along said northerly line to its point of intersection with
the centerline of Stewart Avenue, 60 feet wide; thence northerly along said
centerline of Stewart Avenue to its point of intersection with the westerly
prolongation of the southerly line of Lot 4 of Tract No. 10735. as per map
recorded in Book 254. Pages 38 and 39 of Maps in the office of said County
Recorder; thence easterly along said southerly line to its point of inter-
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1979 050 CC RESO (Ìì ñ K$, section vlth the most westerly line of Tract No. 1870^, as per map recorded
in Book A 5 9, Pages 30, 31. and 32 of Maps in the office of said County
Recorder; thence northerly along said most westerly line to its point of
intersection with the northerly line of said Tract No. 1870^; thence
easterly along said last-mentioned northerly line and its easterly pro-
longation to its point of intersection vlth the centerline of Baldwin Park
Boulevard. 100 feet vide. thence northerly along said centerline of Baldwin
Park Boulevard to its point of Intersection with the northerly boundary of
the City of Baldwin Park; thence westerly, northerly and westerly along
said city boundary to its point of intersection with the northerly pro-
longation of said centerline of Me reed Avenue; thence southerly along said
northerly prolongation to the point of beginning.
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1979 050 CC RESO (Ìì ñ K%,
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1979 050 CC RESO (Ìì ñ K&, ATTACHMKNT No. 3
KIVf-:RCRAOE COMMKRCKNTKR
SAM GARRIKL RIVER REDKVF.LOPMENT PROJECT
I Kxecution of Agreement. Agreement mil: her 1 y.cd, executed md delivcred to
Developer by Agency.
Within 35 days after date of signature by Developer.
2. Delivery of Good Faith Deposit. Developer shall delivery to Agency a good
faith deposit.
Within ten days of signing of the Agreement by Agency.
3- Options * Agency begin to purchase property contingent upon receipt of bond
proceeds.
Within ten days after execution of this Agreement.
4. Submission List of Major Tenants. Developer shall prepare and submit a
list of major tenants who have indicated an interest in locating in the
industrial park.
Within 30 days after execution of this Agreement, by Agency.
5. Approval Site Development Plan. Agency shall approve Sice Development
Plan and related documents for the Site.
Concurrent with Agency execution of this Agreement.
3' Bond Sale. Agency approval of Bond Prospectus, Resolution of Issuance and
Sale.
On or before May 30, 1979.
7. Submission Preliminary Construction Drawings and Landscaping Plan.
Developer shall prepare and submit to Agency Preliminary Construction Draw-
ings, Outline Specifications, and Landscaping Plans.
Within 60 days after approval by Agency of Site Development Plan or
revision thereof.
P^oval Preliminary Construction Drawings and Landscaping Plan. Agency
shall approve or disapprove the Prelimi nary Construction Drawings, Outline
Specifications, and Landscaping Plan.
Within 14 days after receipt by Agency.
9. Bond Proceeds. Agency shall he in receipt of bond proceeds.
Not later than July 1^. 1979.
Submission Final Construction Drawings, Landscaping and Finish Grading
Plan. Developer shall prepare and suhmLt to Agency Final Construction
Drawings ind Specif Ic /it on.s, and Lai-id-^c.-iping and Finish Grading Plan.
Within 90 days after approval by Agency of Preliminary Construction
Drawings and re la Led documents.
11. Approval Final Construction Drawings, Landscaping, and Finish Grading
Plan. Agency shall approve or disapprove the Final Construct ion Drawings
and Specifications, and Landscaping and Finish Grading Plan,
Within 18 days after receipt by Agency.
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1979 050 CC RESO (Ìì ñ K', Attachment No. 3
12. Opening of Ksc row. At'cncy shall open in p.sc row wi th t Title Insurance
Company.
Within ten days after receipt of written request from Developer, but
no t later than Inly I 5
13. Conveyance of Title. Agency shal 1 convey title to not less than 50^ of
Site, Phase I, to Developer, and Developer shall accept conveyance.
Not later than September 1, \97^.
1^. Commencement: of Construct i on, Developer's Firs t Increment. Developer shall
commence cons truct ion of the improvements.
i
Within 30 days after conveyance of title or Developer*s possession of
the Site.
15. Completion of Construction, Phase I. Developer shal 1 complete the
construction of improvements
Within 18 nioni h.s of the la rci if approval of f inal cons Cruet ion
i rawl n^.s or niivcv.iiK'i' n f po';.1;! s in of f to Oc'vi'11 oivr
16. Completion of Phase 1 Pub lie Imp rov fine nt Agency shal 1 complete con-
Iriiction of puht EC irnprovoments on I'll I'^P I.
Concurrent wL t}\ compio t Lon of i'tidsr T Improvement's by Dcvolnper,
17. Conveyance of Title. A^rncy shall convey title to remaining 507 of Site,
Phase IT to Dc-vc-l opcr and Dr'vel op or stial 1 ac-c'']) t conveyance..
Not later than February 1 1981. Agency and Developer a^ree Co an
accelerated conveyance as needed ro finance public improvements in
Phase II.
18. Completion of Construction, Phase II. Developer shall complete the
construction of improvements.
18 months after conveyance of Phase II, subject to improvement turn-
around dates by Agency as provided for Phase I.
19. Completion of Phase II, Pub lie Im pro vein? nts. Agency shal 1 complete con-
struction of public improvements on Phase TI.
Concurrent with cornp]e tien of Phasi" II improvements by Developer.
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1979 050 CC RESO (Ìì ñ K(, ATTACHMENT No. /4
t. DEVELOPMENT CONCEPT AND DESfGN FEATURE S.
The Rivergrade Indus trial Park offers tin exciting opportunity to build an
outstanding business community in the City of Baldwin Park. ThIs develop-
ment will be a carefulTy selected blend of heavy industrial. light indus-
trial mult i-tenant office. and commprcl a1 uses. Along w[ th tills business
a tmo sphere wil 1 be a sense of openness and a park like atmosphere. Tills
will be accomplished through the devolopmcnt of a comprehensive master plan
prepared by Vangua rd Hiiil drrs and Low is Homes. This proposal includes a
concept study illustrating a possible master plan for the Rivergrade
T n dust rial Park. EurLlu'r, study and ro,si',ircti In concert, wl th the Redevel-
opment Agency, the City of Baldwin Park, the Chamber of Commerce, and other
members of the business community wi] 1 of course, be necessary in the
evolution of a final master plan.
Vanguard Builders anil Lowi s Homos an' uniquely qua I i f led to develop such a
project as the Rive r grade Indus trial I\i rk. Our two firms possess the con-
struct Ion expe rtise necessary to dovo'1 op an Indus trial park. Our vast
background In res idi-'nt: t i1 cons true 11 ou h.i.s Instil led in us an awareness of
planning, design, color, and landsc.'tp i ng ns rein fed to this ovcral1 devel-
opment, as well as the element of hum,in scale. We have dealt with thous-
ands of home owners in the past, and our success can be a t tributed to our
keen sense of awareness and a continuing goal of building what the public
wants at prices they can afford.
We intend to create a carefully balanced and harmonious industrial complex
which will be a long-range asset to the Ci ty of Baldwin Park. All build-
ings will be of contemporary arch Itoctural design, carefully sited in
well-landscaped grounds to create a park I ike environment sililar Co those
found elsewhere in Southern California. Particular attention will be given
to the perimeter of the park to provide the best possible appearance on
adjacent cIty streets and to traffic clrcula tion within the park and
between the park and the per Ime tfr st reefs. These will be carefully
planned to minimise the vi sual and physical impacts on the adjacent areas.
Special attention will bo given to screen ing storage areas and yards. Roof
top mechanical equi pmfnf wi 1 1 he sc n'pnc-d where practical. Careful cons id
oration wil I also be given to energy savings. Small earthen berms and
careful attention to the si ting of tin- bill dings wil 1 be done for maximum
energy conservation. Exterior colors will be chosen that will not only be
a t tract ive but wil \ niso reflect he a t. One bu LI ding in the park in the
initial phase wi 11 probably tea ture solar panels.
The development wL 1 1 h:tvi1 four b.is \c Li iid u.sos, as fol lows
1. Industrial Structures approx. 535,600 sq. ft.) These buildings will
be tailored to su i t the nords of Li rge, si ngIe-purpose tenants, and
will he available in si7,es ranging from 9.000 to 42,000 sq. ft.
Cons truet ion of these buildi ngs wil I feature concrete tilt-up wal Is
with cast-in accent: strips and panelized roof construction with steel
columns and g1 ued laminated wood b(.'ams. Entrances wil 1 be of aluminum
and glass with wood siding at soffits and simIlar areas. The build-
ings will be equipped with fenced outdoor storage yards, sited to
prevent visibility from surrounding areas. All will be equipped with
appropriate load ing ircas. Truck docks wilt be provided Cor the
larger structures. Each building will be provided wi th an adequate
amount of furnished office space within the structure, complete with
suspended ceil ings and air condi tioning,
2. Multi-Tenant Structures approx. 117.000 sq. ft.) A series of
approximate!y e ight buildings is planned to provide spaces for smaller
industrial and related uses. Those buildings will offer spaces rang-
ing from as small as 1.000 sq. ft. with depths varying from 50 Co 80
feet. They wilI be cons true fed of concrete tilt-up or masonry walls
with wood framed roof structures. Interior partitions will be non-
structural a Ilowlng greater flexibility in space assignments.
Entrances to those" structures will be of aluminum and glass with wood
soffits as at Clip Lit-ger indu.s tr i1 bii 1 Idings. Service access will be
provided from the rear of each structure. The structures will be so
arranged on the site as to larg^t y prr-cl ude vi sibil i ty of these
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1979 050 CC RESO (Ìì ñ K), Attachment No. H
AGENCY REQUIREMENT
Public improvements to be installed by Agency are limited to the following
streets:
Rivergrade Curb, gutter and street pavement
Live Oak Curb, gutter and street pavement
Interior circulation street Curb, gutter, street pavement and
all uti1i ties.
la
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1979 050 CC RESO (Ìì ñ K*, At tacnment No. 4
service ureas. About: 20,000 sq. C r.. of retail type splice will be
included. These buildings will have store front type exteriors.
3. Office Structures approx. 61.800 sq. ft.) A portion of the site has
been set aside for office type uses, ns it is anticipated Chat the
Indus trial space wil 1 genera te a cor la In demand for re la fed office
space. These structures will be two-story buildings with central
patios and wil 1 be of wood frame* cons t ruction wi th exteriors of wood
sidings, stucco, aluminum, and glass Colors and arch t tectural mass-
ing wil I be carefully designed to coordinate harmoniously with the
industrial buildings.
4. Commercial Services approx. 1.0 acres, and approx. 40,000 sq. ft.)
A smal1 site has been reserved on Live Oak Avenue for die development
of a group of re la fed single-purpose uses, such as food service facil-
ities, financial institutions, and automotive related service facili-
ties. Al though the exact uses ind, therefore, the building types)
are not present!y known, careful control of the development of this
site will be maintained to insure that its use and appearance wil I. be
appropriately related to the rem.i t nder of the park.
Careful attention wil I be given to the restrictive covenants which we wll I
place on the entire development. SIgns, operating hours, type of uses
permitted, and arch itectural controls wil I be strictly enforced by us.
II. ECONOMICS AND SALIKNT DATA.
Gross Acreage, Total Site 52.93 acres
A) Land Use
1. Office Buildings
2. Industrial Structures
3. Multi-Tenant Structures
4. Commercial Services
Total Sq. Footage in Project;
61.800
535.600
117,000
40,000
sq.
sq.
sq.
li-
ft.
ft.
ft.
ft.
754,400 s
1-
ft
B) Projected Annual Income
1. Office Buildings
2. Industrial Structures
3. Mu1ti-Tenant Structures
Retail Tenants)
4. Commc r c i a 1 S c rv L c e s
Total Projected Anrninl Income
61. 800 sq. ft. 3 80c
35, 600 sq. ft. I? 25c
97, 000 sq. ft. P 25c
20. 000 sq. ft. 0 45C
40, 000 sq. ft. a 80c
49,440
133.900
24,250
9,000
32,000
$ 248.630
X 12
$2.983,560
C) Proposed Assessed Valuation On Completion 45 Acres
with streets, utilities, etc. $100,000/acre 4,500,000
1. Office Buildings
2. Indus trial S tructures
3. Multi-Tenant Structures
Retail Tenants)
4. Commercial Services
Total Assessed Valuation:
61 800 sq. ft. $35 2,163.000
535 600 sq. ft. a $18 9.640.800
97 000 sq. ft. $25 2,425.000
20 000 sq. ft. 3 $30 600.000
40 000 sq. ft. $40 1,600.000
$20,928.800
Es t ima t ed Ta xc s 17, of Assessed Valuation) $209,288
The projections of assessed val ua lions were prepared based on certain
assumptions, and are subject to change.
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1979 050 CC RESO (Ìì ñ K+, Attachment No. 4 b ft
3:11. BENEFITS OF Till-: PROJECT, AND HOW WE rNTI-'.Nl) m ACHIEVE THEM.
The benefits of this project to the City of Baldwin Park arc:
A) Increased personal incomes in the area;
B) Increased employment in Baldwin Park;
C) Add I tional il os I.IK revenue wl} 1 he ere a tod by h.ivl ng commerc I a I
establishments such as the food outlets and various other commercial
businesses;
D) Pleasant, convenient, and sati stying work condilions for employees, as
well as the opportunity for a shorter commute to and from work with a
resultant fuel savings;
E) New real property tax income presently, the land is assessed as
unimproved property). This assessment will jump dramat ically as the
land is developed with streets, ut ililies, and buildings. A quality
development will make these assessments even higher.
How benefits are to be achieved are as follows:
A) Incomes will be raised in Baldwin Park as a result of this project
both in the short run and in the long run. The imnied late impact will
be from the construction of the project. It is our absolute policy to
encourage the use of local subcontractors, suppliers, and laborers, A
major effort wLl1 be made through the Chamber of Commerce to solicit
bids from businesses in Baldwin Park. Ultimately, when the project is
completed, approximately 2,000 jobs will be created. We will strongly
urge the tenants in the park to hire locally. We sincerely want Co
keep the money generated from this project in Baldwin Park. and will
make every effort to do so.
B) We recognize the goals of the Redevelopment Agency in raising incomes
and creating new Jobs. Priority will be given in our marketing to
soliciting those companies whIch employ large amounts of blue-col lar
workers. A special outreach ef fort wi.11 be made to labor intensive
employers Ln our of fort to oh tain tenants for the project. Roth
Vanguard and Lewis have been extremely active in various HUD programs.
Because of our involvement Ln those programs, we ao wel 1 aware of
affirmative action programs and have been very success ful at imple-
menting them.
C) Sales tax revenue is badly needed by all cities due to Proposition 13.
We have recognized this in the design of our project, and have
provided a commerc I a] services park which wil 1 have as tenants high-
volume eating estab]ishments. There is also about 20,000 sq. ft. of
buildings tailored to retail-type users. As the owner/developer of
this project, we wi]1 budget a minimum of $10,000 for the promotion of
the commercial establishments through full-page ads and a merchants'
association to kick off the commercial ventures. We will attempt Co
obtain one fast-food outlet to be built concurrently with the first
phase of the development, in addition Co the other food outlets, so
that the food business generated by the construction workers will he
in the park instead of outside the City. We will make special efforts
to obtain manufacturing tenants who charge sales tax when they sell
their products. An example of this type of business is Brooks
Products, which we understand is currently the largest sales tax payer
in Baldwin Park.
D) Careful design and extra dotlars will be spent on the amenities for
this project. By encouraging tenants to hire locally, a short commute
will be encouraged. We will attempt to utilize all existing programs,
such as CETA and Manpower, to encourage employment. A well-conceived
project with the rigid restrictions and controls wil 1 increase in
value over the years. The success of the park will result in
increased valuation.
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1979 050 CC RESO (Ìì ñ K,, it
At tachment No 4
E) We intend to move promptly on this project. rind envision a two-year
build-out program. The faster buildings are built, the sooner the
property wil 1 become assessed as a completed project ins lead of as
bare In nd. We nli-'nd t-o I n^l.-il 1 nil sLtr iinprovemcnLii initially
rather than in phases, which also will mean higher assessments on the
property at higher valuations.
F) As previously stated, wo will try to funnel as much of the money being
spent on this project into fho local economy. This will be done
through the us? of local bu.s f nossc1;, where possible, to pcrfonn the
various construction jobs.
IV. MARKETING AND MANAGEMENT PROGRAM.
Our marketing program will be consistent with the benefits as previously
stated. It is our intent to use a major industrial real estate firm to
lease this development. In our list i.n^ agreement with this real estate
brokerage firm, we will require that they cooperate with other industrial
real estate brokers to give the project the broadest exposure. Our market-
ing program will focus first on identifying the needs of businesses in the
City of Baldwin Park. Each employer wil 1 be questioned about expansion
plans and the possibility of relocating. Again, first priority will be
given to businesses in the City. We wil 1 work closely with the Baldwin
Park Chamber of Commerce as well as the City staff to obtain tenants. Our
marke ting program at present does not call for the- sale of lots or of
completed buildings. It is our desire to own and lease the buildings.
This will insure singular ownership of the project, and master control over
the entire development in the future. We are heavily experienced in
property management.
Roth Vanguard and I.ewl s have their own property management companies wh ich
hand Ie the various inves tment properties each company owns, which includes
large apartment buildings, numerous single-family houses held for rental,
office buildings in various locations, and about one-half mill ion square
feet of Indus trial space. Both companies are we 11 versed in property
management and will manage r.he Rivo t-grndo Industrial Park.
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, amount of the purchase price of the Parcel. Developer shall pay for all
additional premi urns in excess of the cost of the CLTA policy for any
extended coverage or special endorsornpnt s.
HH. 208A) Condemnation Delay and Kxpcnditure
In the event that Agency is unable to secure by purchase land comprising
all or any part oF the Site, Agency will begin condemnation proceedings
without delay. Agency wil 1 advise Devolnper at all stages of its progress
with respect to such proceedings, and all times for performance herein
will be extended by the period of delay caused by the necessity of such
proceedings. Developer shall have the option at any time to proceed with
development if Agency is able to deliver either title in accordance with
205, or possession and a policy of title insurance or guaranty of such
title insurance in form satisfactory to Developer; or Developer may at its
option defer the dates of obligation herein, in which event all obli-
gations set forth in this Agreement or the Schedule of Performance will be
deferred until Agency is able to deliver marketable title. If Developer,
after utilising its best efforts to obtain a title policy or guaranty of
such policy, based upon possession as contemplated he re under. determines
that such condemn a t ion proceed Ings appear likely to result in subatan-
T tally higher acquis ft ton cos t. or substantial delay to Developer, it
shall have the elect ion to either terminate this Agreement in accordance
with 5LO(f) or proceed with the development, in which event the cost of
such awards wil 1 be f ncl tided in the cos t to the land Costs of any con-
demnation act Lon which Agency abandons will be borne by Agency.
I. 2 09) Assessment: s n nd Alterna five Payments
1. Taxes, if any, on the Site or Parcel levied, assessed, or imposed for
any period commencing prior to conveyance of title shall be borne by
Agency.
2. a) The following schedule of completion represents the total
value" defined for purposes of this section as the fair
market value", as utilised by the Los Angeles County Assessor of
Taxes in preparation of tax bit Is for the fiscal year 1978-79)
of land, buildings, improvements, tenant improvements, and
personal property, located on the Site, which is intended to be
achieved by the da tes specif io-d
1) March 1. 1981 $6.666.666.67
2) Marcli 1. 1982 $13.333.333.33
3) March 1, 1983 $20.000.000.00
b) Tax increment revenues" are defined as those revenues which are
in fact, or would have been if in fact collected, paid to Agency
under the provisions of Health & Safety Code 33670(b), based
upon the valuo" as defined in a) above, with any adjustments
caused by die equalization process which culminates in the
equalised i:;sessinent roll adopted on the fol lowing August 20.
BIB]
37680-U01
1979-U02
050-U02
CC-U02
RESO-U02
LI3-U03
FO10488-U03
FO10489-U03
DO10801-U03
C6-U03
RESO-U03
2/27/2003-U04
ROBIN-U04