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HomeMy WebLinkAboutItem No. SA5To: From: Date: Subject: BACKGROIIND City of Lake Elsinore REPORT TO THE REDEVELOPMENT AGENCY REDEVELOPMENT AGENCY CHAIR AND BOARD RON MOLENDYK, EXECUTIVE:DIRECTOR MARCH 23, 1993 Deposition & Development Agreement - Camelot Properties At the March 2, 1993 Board meeting, S directed to produce a D.D.A..definin developer to implement the constr development and in particular a thea Camelot Properties has in hand Theaters,Inc., that would provide foi of the site at the corner`of Mission iff & the City Attorney were the financial assistance to :tion on Phase II of the :r. a lease with Krikonian a 7 plex theater on phase II Trail and Malaga. The City Council and RDA Board have placed a high priority on this project. DISCUSSION• Due to the high cost of construction for a Theater and the added improvements to Malaga, the level of :financial assistance required to complete this project has been set at $2,725,000. Camelot Properties has indicated that. the maximum loan on the property, from;a private.lending ins titution.is $1,875,000. This would require cash from the RDA '!of $850,000. This can be accomplished by deferring $200,000.00 until Fly 93 -94 and $650,000.00 in F/Y 92 -93. These dollar amounts were derived at by a, reimbursement of $250,000.00 for on -site and up to $400,000.00 for the Malaga improvements. The balance of the loan will be paid out over 20 years. FISCAL IMPACT: The total assistance package - Total $2,725,000. Reimbursement of on & off site 650,000. Misc. reimbursements for Permits /Grading 200,000. 20 yearly payments @ $93,750 1,875,000. A breakdown of the fiscal impact by Phases attached as exibit "A" Authorize the RDA Chairman to execute the DDA. Authorize an appropriation of $650,000. from the projected 1992 -93 reserves. Authorize a $200,000.00 budget item;,for 93 -94. PREPARED BY: APPROVED FOR AGENDA LISTING: C. E Av._.eN DA ITEM NO, PAW--,I- pF DISPOSITION AND DEVELOPMENT AGREEKENT BY AND BETWEEN THE LAKE ELSINORE REDEVELOPMENT AGENCY' AND CAMELOT PROPERTY COUNSELORS, INC. -6742392 P.02 JL:Ivucl DRAFT AGENDA ITErAl NO. 03- 19-1993 12 :01PM FROM DISPOSITION AND DEVELOPIMENT AGREEMENT TMS DISPOSITION AND DEVELOPMENT 'AGREEMENT ( "Agreement ") is dated as of , 1993 and is entered into by and between the Lake Elsinore Redevelopment Agency ( "Agency ") and Camelot Property Counselors, Inc., a California general partnership ( "Developer "). The Agency and the Developer agree as follows: SECTION 1.0 SUWECT OF AGREEMENT .t The purpose of this Agreement is to effectuate the Redevelopment Plan (defined in Section 1.2) for the Project Area (defined in Section 1.3) of Rancho Laguna Redevelopment Project I, by developing a retail shopping center within the Project Area. This Agreement provides for the redevelopment by Developer of certain real property within the Project Area (the "Site" defined in Section 1.4), into a retail shopping center (the "Retail Center ") in accordance with the Scope of Development (defined in Section 1.4). The development of the Retail Center pursuant to this Agreement is in the vital and best interests of the City of Lake Elsinore (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. I was 1.2 The Redevelopment Plan. The Redevelopment Plan for the Rancho Laguna Redevelopment Project Area No. approved and adopted by the City Council of the City of Lake Elsinore on by Ordinance No. and, was amended on by Ordinance No. r PAG'E..4�- Cr 12' TO 6742392 P.e4 The Redevelopment Plan as so amended is referred to herein as the "Redevelopment Plan." This Agreement is subject to the provisions of the Redevelopment Plan, which is incorporated herein by this reference and made a part hereof as though fully set forth herein. By execution of this Agreement, Agency finds that the development of the Site into the Retail Center is consistent with the Redevelopment PIan. In addition, Developer shall have the right to challenge, as a member of the public, amendments to the Redevelopment Plan which do not directly affect the restrictions and controls governing the Site. 13 The "Project Area" is located in the City. The exact boundaries of the Project Area are specifically described in the Redevelopment Plan, and in instruments recorded respectively as Document No. on , 19 and as Document No. on ,'19 of the Official Records of Riverside County California, which instruments are incorporated herein by referenced and made a part hereof. 1.4 The Site and Re ail Center_ 1.4.1 General Description of the Site. The "Site" is an approximate rectangular parcel of land consisting of approximately 47,000 square feet of land at the southeast comer of Mission Trail and Malaga Road in the City. The Site is shown and described on the "Site Map and %gal Description" attached hereto as Attachment No. 1 and incorporated herein by this reference (the "Site "). - , 1 I.4.2 Camelot Center Project. The development of the Retail Center on the Site is a part of larger development presently consisting of an existing K -Mart store, with a total size of approximately square feet. That portion of the overall site developed as a K -Mart store was developed pursuant to an Agreement for Economic Assistance, dated April 15, 1988, by and between the parties hereto. That Agreement is presently secured by a Deed of Trust dated Mary 24, 1988 and recorded as Document No. in the official Records of the County of Riverside. 1.4.3 Develo='s Interest in Site. Developer holds a Ground Lease for the entire Camelot Project Site, including the Site subject to this Agreement, executed on August 1, 1987 and for a term of 99 years, and recorded as Document No. in the Official Records of the Riverside County Recorder. Developer has assigned all rights, title and interest FA 03-19-1993 12:02PM 'FROM in said Lem to Torrey,Pines Bank and their successor in interest, WellsTargo Bank, pursuant to an assignment of Interest in Ground Lease dated December' 9, 1987.. 1.4.4 Sc= of Development and Budget, The Site shall be developed by the Developer in accordance with and within the limitations established therefor in the "Scope of Development* and the *Budget, (which are jointly Incorporated herein and attached to this Agreement as Attachment No. 2 the Petition). 1.4'.5 Schedule of Performance: Agency and Developer agree that performance of their respective obligations shall be a6,complished within the time frames set forth in the 'Schedule of Performance* (which is incorporated herein by this reference and attached to this Agreement as Attachment No. 3), but specifically agrees that a movie theater as required by this Agreement shall be open and in operation no later than December 31, 1993. The Schedule of Performance shall be subject to revision from time to time, as mutually agreed upon in writing by Developer and Agency. 1.5 Parties to he AgMMent. 1.5.1 The Agency. The Agency is the Lake Elsinore Redevelopment Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 21 of the Community Redevelopment Law of the State, of California. Me principal office of the Agency is located at 130 South Main Street, Lake Elsinore, California 92530. The, Term *Agency as used in the Agreement includes. any assignee of,,or successor to, its rights; powers and responsibilities of theAgency. No assignment by Agency of this Agreement shall relieve Agency of its obligations hereunder. 1:5.2 The Developer: TheDeveloper is Camelot Property Counselors, !L Inc. a California corporation. The address of the principal office o•the Developer is Post Office Box 1149,,Wildomar, California 92595. "Wherever the term *13evelop6r" is used herein, such term shall include any permitted assignee or nominee of Developer as herein provided. 1.5.3 Prohibition Against Changes in Ownership. Iv anMment and Control of Devd= A.. Developer's PcDresentatian'and Acknowledgment, The Developer represents and agrees that itsi ownership of the Site, the construction AGENDA 171!: 61- I P - -- `W TO 6742342 P.06 of the improvements, and its other undertaldngs pursuant to this Agreement, are for the purpose of redevelopment of the Site in accordance, with the Scope of Development and not for speculation in landholding. The Developer further recognizes: 1. The importance of the redevelopment of the Site to the general welfare of the community; 2. The substantial financing and other public aids that are contemplated by this Agreement for the purpose of malting such redevelopment possible; and • 3. The fact that a change in ownership or control of the Developer or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Developer or the degrees thereof, is for the practical purposes a transfer or disposition of this Agreement or of the Site, as the case may be. Notwithstanding the foregoing, Developer shall be permitted in connection with the development of the Retail Center on the Site to sell or lease one or more parcels within the Site to one or more Major Tenants (as defined below) or other user - occupants at a price which may be in excess of the cost to Developer of such parcel or parcels. Reservations of Rights. Notwithstanding any other provisions hereof, the Developer reserves the right at its discretion to join and associate with other entities in joint ventures, partnerships, participating loans or otherwise for the purpose of acquiring and developing the Site„ or portions thereof, subject to the Agency's consent, which consent shall not be unreasonably withheld. C. Termination by Agencv Subject to Section 1.5.2 and 1.5.3, this Agreement may be terminated by the Agency if there is any significant change (voluntary or involuntary), in the membership, management or control of the Developer (other than such changes occasioned by the death or incapacity of 4 ACE: ©J-19-199S1G�473ri i rt[orr - - - - - e individual, and other changes permitted by the other provisions hereof), without the consent of.the Agency. + SECTION i CON-MITIONS u: . DE.r 5;-a•,LV 2.1 The following are conditions precedent to any performance being required by Agency. Failure of Developer to comply herewith shall be grounds for Agency to terminate this Agreement with no liability of any kind whatsoever to Developer. 2.1.1 The Camelot Center overall Site;, including the Project Site, is presently , , subject to a foreclosure action being Wells Farce Bank N.A. v Camelot Prooertv Counselors Inc. et at. Riverside Superior Court Case No. 22706.,' It shall be a condition precedent to this Agreement that within thirty (30) days of execution hereof,, this case be dismissed as to all parties with prejudice and that Developer not be in default in any way to Wells Fargo Bank, N.A., as of the first performance of this Agreement by the Agency. Further, should any such default occur as to any obligations affecting the Site, whether as to Wells Fargo Bank, N.A. the Agency or any other party, such default shall relieve the Agency of the obligation of further performance hereunder and shall entitle the Agency to recover any sums, paid to Developer as assistance pursuant to this Agreement. 2.1.2 Parcel Man and Site DeveIopment Approval, Within those time commitments set forth in the Schedule. of Performance, Developer.shall have an approved Tentative Parcel Map covering the entire Camelot Center property, including the Project Site, and approved Site Development Plan for the Project Site, including all CEQA approvals and any required mitigation measures. 2.13" Financing_Commitment. Within ;thirty (30) days of the execution of this Agreement, Developer shall have and present evidence to the Agency of, a binding commitment from an approved financial lending institution for sufficient funds to construct the entire Retail Center Project pursuant to the Budget. Developer shall be entitled to credit against the total Budget grants pursuant to this Agreement and any other non- revolmble commitment of funds to the Project. It is anticipated that the total cost of construction shall be approximately 54,100,000. 2.1.4 Theater Commitment. Within thirty (30) days of the execution of this Agreement, Developer must provide a binding commitment for a motion picture theater of not S :x. F – nrt7 -a77o -ice 0,2'M—FROM TO 67423 92 F.68 less than seven 0 screens from a service provider thereof acceptable to the Agency. Said commitment must include a provision that the theater will remain in operation for a twenty year Period, representing the duration of assistance provided hereunder. SECTION 3.0 DE'V DPMENT OF THE crrF 3.1 Developer Oblieationc The extent that it has not heretofore been prepared and submitted to the Agency, the Developer shall prepare and submit to the Agency basic concept drawings and related documents containing the overall plan for development of the Site (the "Basic Concept Drawings *). The Basic Concept Drawings so submitted to the Agency shall include conceptual drawing and elevations reflecting design concept, and a Site plan showing the general location of improvements as they are to be initially constructed upon the Site. Such Basic Concept Drawings and related documents shall be within the limitations of the Scope of Development. 3.1.2 APproval of Basic Concept Drawings, The Agency shall approve the Basic Concept Drawings if the same are in accordance with the Scope of Development. The Developer and Agency shall initial and date each page of the drawings and documents so approved, and the Site shall be developed as generally established in such approved drawings and documents, except for such changes as may be mutually agreed upon between the Developer and Agency. Any such changes shall also be within the limitations of the Scope of Development. 3.2 landicaping Plans. Landscaping Plans shall be prepared by a licensed landscape architect, who may be the same firm as the' Developer's architect. The Developer shall prepare and submit to the Agency for its approval preliminary and final landscaping plans for the Site. These plans shall be prepared, submitted and approved within the times established therefore in the Schedule for Performance, but in not event prior to the submission of the Final Worldng Drawings. Agency approval of landscaping plans shall not be unreasonably withheld. 6 03'15-1596 12:04FM FROM - ..__.. ._.. _. _.. �_... 3.3 Co„stniction Drawhas 2nd Related Document„ 3.3.1 Submission of Drawings and Relat d Documents: A. Developer shall; prepare: and submit to the Agency construction drawings and related documents.for theRetail Center as and at trig respective ,times established therefore in the Schedule of Performance. B. Such construction drawings and related documents shall be submitted in two stages:. "Preliminary Schematics Drawings" and "Final 'Working Drawings" are hereby defined as those, : in sufficient detail to obtain a building permit.. Approval of progressively more detail drawings and specifications will be promptly granted bythe party to whom such drawings and specifications are submitted if they are a logical evolution of previously approved plans, and are not in conflict with drawings or specifications previously approved. Any items so submitted and approved !it writing, or,deemed approved by such party, shall not . be subject to subsequent disapproval. 3.3.2 Progress Meetings. During the preparation of all drawings and plans, the Agency and Developer shall hold regular progress meetings to coordinate the preparation -of, submission to, and review of construction plans. and related documents. 3.3.3 Required Changes. If any revision or corrections of plans approved by the Agency or the Developer (as the case may be) shallbe required by any government official,: agency,' department or bureau having jurisdiction, or any lending institution involved in financing, the Developer and the Agency shall cooperate in good. faith to obtain a mutually . acceptable alternative. 3.4 Aeencv's Aooroval of Plans. Drawings. and Related Documents. 3.4.1 :Agency's Right of Limited Review. , Subject to the terms of this Agreement, the Agency shall have the right of reasonable architectural review of all plans and submissions, including any proposed changes therein; regarding only exterior elevations, exterior material (including selections and colors) and the size, bulk and scale for all buildings. Agency shall have no other approval rights with respect to Plans, drawings and related documents. Nothing in this Section shall affect or modify the right ','';of City to review Developer's plans and submissions in accordance with its normal and customary practices. 7 a9 AGEuA ET ..._ • w11 I -rmui i TO _ 6742392 F. 101 3.4.2 Time of An removal. The Agency shall approve or disapprove the plans, drawings and related documents referred to in this Agreement within the times established in the Schedule for Performance. Failure by the Agency to either approve or disapprove within the times established in the Schedule for Performance shall be deemed an approval. Any disapproval shall scat in writing the reasons for disapproval and the changes which the Agency requests to be made. Such reasons .and such changes must be consistent with the Scope of Development and a logical evolution of any plans or items previously approved or deemed approved hereunder. 3.4:3 DisUgrovals and Resubmission. Plans previously approved shall not be subsequently disapproved. The party submitting plans and drawings, upon receipt of disapproval, shall revise such plans and drawings (or such portions thereof) to be consistent with previously approved plans and drawings, and shall resubmit such revised plans and drawings (or such revised portions thereof) as soon as is practicable after receipt of the notice of disapproval. Plans approved or deemed approved shall be deemed in all respects to be in accordance with the Redevelopment Plan for the Project and with applicable zoning. 3.4.4 Modification to Final Working Drawings If Developer desires to make any substantial change in the Final Working Drawings after approval, which substantial change affects the exterior elevations, exterior materials (including selections and colors) and the size, bulk and scale for buildings, it shall submit such proposed change to the Agency for approval. If, the Final Working Drawings, as modified by the proposed change, conform to the requirements of this Agreement and the Scope of Development, the proposed change shall be approved and the Developer shall be notified in writing within ten (10) days after submission. Such change in the construction plans shall, in any event, be deemed approved unless rejected, in whole or in part, by written notice thereof setting forth in detail the reasons therefor, and such rejection shall be made within such ten (10) day period. 3.5 Construction: 3.5.1 Cost of Construction. The cost of developing the Site and of constructing alLimprovement thereon, shall be borne by the Developer subject to the providing of assistance by the Agency pursuant to this Agreement. Notwithstanding the foregoing, some or all of the development of the -Site and the construction of improvements thereof may be performed by tenant of the Retail Center. 8 It 03-19-1993 12: 05PI1 , TROM '5.2 Construction and Qmpletion Schedule of Performance. After the conveyance of the Site, the Developer shall promptly begin and thereafter diligently prosecute to completion the Construction of the improvements and the development of the Retail Center as provided in the Scope of, Development. - . Except for� delays caused by Agency or by reason of force majeure the Developer shall begin and complete all construction and development on or before December 31, 1993, for performance, or within such reasonable extensions thereof as may be mutually agreed by Agency and Developer.', Failure to timely perform shall ,be considered a material breach of this Agreement and shall subject Developer to liquidated damages in the amount of $5,000 per day. 3.5.3 Indemnification and Insurance Du A. Indemnification. The Dev#oper agrees to and shall indemnify and hold the Agency -and the City harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as.a result,of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property or any person which shall occur on the Site and which shall be caused by any acts done thereon, or any errors or omission of, 7 the Developer, or of its agents, servants, employees, or contractors. B. Insurance. 'During any period prior to conveyance of the Deed when the Developer is engaged in prelirmnary work on the Site pursuant to,this Agreement, and ending on the date when a Certificate of Completion has been issued with respect to the Retail Center,"Ihe Developer shall furnish, or cause, to be furnished, to the Agency certificates of insurance reflecting death, bodily injury and property damage, naming the Agency and the. City as additional insureds. 3.5.4 City and Other Governmental Axe= Permits, Before commencement of construction or development of any buildings, structures 1 or other work of improvement upon any of the Site, the Developer shall (at its expense) secure, or cause to be secured, any and all permits which may be required by the City or any other governmental agency affected by its construction, development or work thereon. The. Agency and the City shall provide all proper, assistance to the Developer in securing these permits including its performance under the 9 AGE ^i P.12 Cooperation Agreement. Such assistance shall include ensuring that Developer receives the benefit of any "fast - track" approval or expedited process then available. 3.5.5 Rights of Access, Representatives of the Agency and the City shall have the reasonable rights to access to the Site during the period of construction for the purposes of this Agreement. The Agency and City shall indemnify and hold Developer harmless from loss or cost or damage caused by during said access. 3.5.6 Local_, State and Federal Laws The Developer shall carry out the construction of the improvements on the Site in conformity with all applicable laws, including all applicable federal and state labor standards. 3.5.7 Anti- discrimination During Construction. The Developer for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, that the Developer will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, ancestry, or national origin, and that the Developer will comply with all applicable local, state and federal fair employment laws and regulations. 3.6 Other Responsibilities of the Agenrv. 3.6.1 General Obligation. The Agency, without expense to the Developer or assessment or claim against the Site, shall perform all Agency actions specified herein and in the Scope of Development for the Agency to perform, within the times specified in the Schedule for Performance. 3.7 Assignment 3.7.1 Free Assignability After Issuance of Certificate of Completion. Prior to the recordation by the Agency of a Certificate of Completion for the Retail Center permitted by Section 1.5.2 and Section 1.5.3, assign or attempt to assign this Agreement or any rights herein without the prior written consent of Agency; which consent shall not be unreasonably withheld. Following rendition by Agency of a Certificate of Completion, Developer shall be free to sell, assign, encumber, mortgage or transfer the Site free of any restriction whatsoever other than as provided in Section 4.3 below relating to nondiscrimination. to �x PA3E'_ -, 65 -19 -1993 12 :07PM FROM - - - 3:7.2 Ex=tiens to General Prohibition Nothing in this Section shall prohibit the Developer:from leasing space in the ordinary course of business of operating a shopping center for occupancy of buildings to be developed on the Site, or prohibit the Developer from leasing or selling a portion of the Site to one or more Major Tenants or other user- occupants for the purpose of erecting, construing, maintaining• and' operating (or causing to be erected, constructed, maintained and operated),. store improvements thereon. The provision of this Section shall not prohibit the granting of any security interests for financing the acquisition and development of the Site, nor a transfer permitted under Section 1.5.2 or Section 1.5.3. 3.7.3 Qualifications of Transferee: Assumption. Except as expressly provided in this Agreement, any proposed assignee of this Agreement prior to recordation of a Certificate of Completion shall have the qualifications and financial responsibility necessary and adequate, as may be reasonably determined by the Agency, to fulfill the obligations undertaken in this Agreement by the Developer. Any such proposed assignee, by instrument in writing satisfactory to the Agency, for itself and its successors and assigns, and for the benefit of the Agency, shall expressly assume all of the obligations of the Developer under this Agreement with respect to the Site (or portion thereof), and shall agree to be subject to all the conditions and restrictions to which the Developer is subject with respect to the Site (or portion thereof). Such assignments shall be submitted to Agency's attorney(s) for review as to the consistency with this Agreement of such to and other legal documents. After such submission, Agency shall approve or disapprove such proposed assignee with ten (10) days after such submission: If the proposed assignee is disapproved, Agency shall set forth the reasons for such disapproval in its.notice. Agency's failure to respond within the noted ten (10) day period shall be deemed approval of the proposed assignee. If Agency approves such assignment, Developer shall be released from. its obligation hereunder. 3.8 Certificate of Completion Within ten (10) days after Developer's written request, the Agency shall either (1) furnish the Developer with a Certificate of Completion, or (2) deliver written notice to Developer. stating the reasons such Certificate is not delivered, and what aspects of the construction and development of the Site have not becn'Ompleted. Delivery of such Certificate shall be conclusive evidence that Developer has performed its obligations under this Agreement. 11 Of4GJ7d ". 1�. SECTION 4.0 ' , USE OF TAE S ITE 4.1 IiS. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest, that during construction, the Developer, such successors, and such assignees shall devote the Site to the uses respectively specified therefor in the Redevelopment Plan specifically indicating a not less than seven (7) screen movie theater as restricted and limited by this Agreement, the Scope of Development, until the earlier of December 31, 2013, or,the date the building and improvements on the Site are destroyed or materially damaged by a cause beyond Developer's reasonable control. 4.2 Maintenance of the Site. The Developer shall keep the Site free from any accumulation of debris or waste materials. the Developer shall also maintain the landscaping required to be planted under the Scope of Development in a healthy condition. 4.3 Obligation to Refrain from Discrimination. There shall be no discrimination against or segregation of any person, or group-. of persons, on account of sex, marital status, race; color, religion, creed, national origin or ancestry in the sale, lease; sublease, transfer, use, occupancy, tenure or enjoyment of the Site, and the Developer (itself or any person claiming under or through it) shall not establish or permit any such practice or practices of discrimination, or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees thereof or any portion thereof. 4.4 Form of Nondiscrimination and Nonsegregation Clauses, The Developer shall refiain from restricting the rental, sale or lease of the Site, or any portion thereof, on the basis of sex, marital status, race, color, religion, creed, ancestry . or national origin of any person. All such deeds, leases or contract shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses. 4.4.1 In Deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there 12 x. r AGENDA iTL.'•" .i'..�. 03-19-177u 11 ;Wbrrl rMW1 I SW be no discrimination against or segregation of, any Person Or group Of Persons On account of see, marital status, race, color, religion, creed, national Origin, 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, establish or permit any such practice or practices of discrimination or segregation Mth reference to the selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land." s. 4.4.2 In Leases: "The lessee herein covenants by and for himself, his heirs, executors, adnuinistrators and assigns, and all persons '`claiming under or through him, and this lease is made and accepted upon the subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein any aiming under leased nor shall the lessee himself, or person claiming or through him establish or permit any such practice or practices of discrimination,or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants or vendees in the land herein leased. 4.4.3 In Contracts. "There shall be no discrimination against or segregation of, I 0j. any person, or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, Occupancy, tenure or enjoyment of the land, nor shall the-transferee himself or any person claiming under or through him, establish or permit any such practice or pracfice:s of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the land." SECTION 5.0 ASSISTANCE 5.1 Subject to the conditions precedent so forth herein, Agency hereby grants to Developer the sum of $250,000 in consideration' of previously 'constructed off -site' improvements to the overall Site. Said grant shal) be` payable upon the issuance of a,grading permit for construction of the Retail Center. 13 _2Z S t7 _7 Z5 03 -19 -1993 12:06PM FROM TO 6742392 P.16 5:2 Subject to the conditions precedent set forth herein, Agency shall further grant to Developer an amount not to exceed $600,000 for the construction of off -site public improvements related to the Malaga Road and the Malaga Road and Mission Trail intersection. The specific level and type of improvements shall be within the discretion of the City. Funds granted pursuant hereto shall be paid within thirty (30) days of the submission of evidence satisfactory to the Agency by Developer that the discreet elements of the public off -site improvements have been completed and payment is due to a contractor. 5.3 Subject to the conditions precedent set forth herein, Agency agrees to guarantee the repayment of principal and interest on any loan obligation incurred with respect to, this Project up to a maximum of $93,750 per annum for a period of twenty (20) years, commencing from the date of the issuance of a. Certificate of Completion. Said sum shall be paid directly to Developer, unless, as a condition of any loan commitment, the subject lending institution requires an assignment of said payment, in which case, payment shall be made directly to lender. F. �ii►YiCi�7�elJ' V I 1 1 ►� L 6.1 Developer shall, prior to receipt; of any funds hereunder, execute and record a Trust Deed in favor of the Agency and subordinate only to the security for the Construction Loan which is subject to the Loan Commitment, in the amount of $2,725,000. The amount. of said Trust Deed shall be reduced by the amount, of grant assistance pursuant to Section 5.2 to the extent that it is less than $600,000. Said Trust Deed shall be on parity with that Trust Deed recorded as Document No. 146464 in the Official Records of the County of Riverside. Said Trust Deed shall cover all property in the Camelot Center Site, including the property of the Site. 6.2 Should Developer fail to completely perform its obligations hereunder, Agency may, within its discretion, terminate this Agreement. Specifically included in those obligations are the requirement to complete construction of the Retail Center on or before December 31, 1993 or as mutually extended, and the continued operation of the movie theater until December 31, 2013. Upon termination pursuant to this Section 6.2, Agency shall be entitled to recover the total amount of assistance provided to the date of termination, plus reasonable interest thereon, through an action for foreclosure on the Trust Deed and/or any other civil action which it deems necessary and appropriate. 14 03-19 -1993 12 :09PM FROM 1 V' SECTION 7.0 - CUMULAT1V23 REMEDIES ;_; 7.1 R_hts and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it; at the. same time or different times, of any other rights or remedies for the same default or any other default by the other party. 7.2 Institution of I=al Actions y. In addition to any other rights or remei to cure, correct or remedy any default, to recover c other remedy consistent with the purpose of this instituted in the Superior Court of the County of Rives Municipal Court in that County, or in the Federal California. 7.3 Acceutance of the:Lesal bx s, either party may institute legal action cages for any default, or to obtain any reement. Such legal actions may be le, State of California, in an appropriate istrict Court in the Central District of In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Chairman,, Executive Director or Secretary of the Agency,,,or in such other manner as may provided by law. In the event that any legal action is Developer, service of process on the Developer sha officer or partner of a general partner of Developer'-or by law, whether made within or outside the State of f SECTION 8.0 SENERAL PROVISIONS . commenced by the Agency against the be made by personal service upon an n such other manner as may be provided 8.1 Notices. Demands and Communications Between the Parties il All notices, 'requests and demands - ,required to be given hereunder shall be in writing and shall be deemed to have been duly given upon the date of .service if served personally. upon the party for whom intended; or, if mailed by first -class mail, registered or 1S AGENDA 6T42392 F'. i8 certified, return receipt requested, postage prepaid, to such party at its address as shown below, three days after such mailing, or at such address as is otherwise hereafter designated by such party in writing: Developer: Camelot Property Counselors, Inc. Post Office Box 1149 Wildomar, California 92595 Attention: Leonard O'Byrne Agency: Lake Elsinore Redevelopment Agency 130 South Main Street Lake Elsinore, California 92530 Attention: Ron Molendyk, Executive Director Any party may change its address for notice under this Agreement by written notice to the other party in accordance with this Section. 8.2 Nonliability of Agency Officials and Employees No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency, or for any amount which may become due to the Developer or successor, or on any, obligation under the terms of this Agreement. 8.3 Attorneys' Fees In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, or any of the documents provided for herein, the prevailing party or parties shall be entitled to recover reasonable attorneys' fees, expenses and costs, whether or not such litigation proceeds to final judgment or determination. 8.4 Enforced Delay Extension of Time of PerformaM In'addition to specific provisions of this Agreement, performance by either party hereunder, with respect to items of construction and development required hereunder, after the Close of Escrow; shall not be deemed to be in default where delays are due to war, insurrection; 16 :z PACE C F G3 -19 -1993 12 1OPM FROM strikes; lock -outs; riots; floods; earthquakes; fires;. casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight:; embargoes; lack of . transportation; governmental restrictions or priority; litigation (excluding condemnation actions); unusually severe weather; acts of the other party; acts or the failure to act of any public or governmental Agency or City which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Any extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of commencement of the cause. Wherever this Agreement requires the Agency and the Developer to approve, review or consent to any construction, documents, plan, proposal, specification, drawing or other matter such approval, review or consent shall not be unreasonable withheld. Whenever this Agreement requires one party to submit plans, drawings or other documents to the other party for approval, which shall be deemed approved if not acted on the by the receiving parry within the time specified in this Agreement, 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. within the stated time. SECTION 9.0 SPECIAL PROVISIONS 9.1 Participation Preferences for Retail and Commercial Businesses 9.1.1 Developer's Ob]i t]on. The Developer agrees to the extent reasonably possible and economically feasible, to provide reasonable preferences and opportunities for commercial retail sales and service businesses (if any) presently located on the Site, or other local businesses to become lessees on the Site ahead of others, provided such businesses are creditworthy and appropriate for the Retail Center and at rental rates and other lease terms consistent with such rental rates and lease terms offered to similar lessees of the Site. Developer agrees to negotiate in good faith with such displaced businesses in order to accommodate reentry. 17 AGENDA ITU.1 12: FROM TO 6742392 F.20 9;1.2 No Third Pam Rights. The obligations of Developer set forth in this Section (as well as any other part of this Agreement) shall not create any rights in or obligations to any persons or parties other than Agency. SECTION 10.0 ENTIRE AGREEMEN7, WAIVERS, AMIMMNTS 10.1 PvalLcatc 01idnal This Agreement is executed in six (6) duplicate originals each of which is deemed to be an original. This Agreement includes 19 pages and 3 Attachments which constitute the entire understanding and agreement of the parties. 10.2 Iritegjztjon. This Agreement, together with the Attachments hereto, integrates all of the terms acid conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter(s) hereof. 10.3 WaiverslAmendmentc. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency or the Developer, and all amendments hereto must be in writing and signed by the authorized representatives of the Agency and the Developer. 10.4 Further Documentation. This Agreement is entered into by both parties with the recognition and anticipation that subsequent agreements implementing and carrying out the provisions of this Agreement will be necessary. The parties agree to negotiate in good faith with respect to such agreements. 10.5 Headin gf. The headings contained in this Agreement are intended as reference only and are in no way to be used to -construe or limit the text therein. is T �c_ .., _._ • I Yl �• i a 01 - ►Y_ This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency, along with all other documents to be executed by Agency, within fifteen (15) days after execution and delivery to the Agency by the Developer, or this Agreement may be withdrawn by Developer upon written notice to the Agency. The date of this Agreement shall be the date when this Agreement shall have been signed by the. Agency. Dated: , 1993 LAKE ELSINORE REDEVELOPMENT AGENCY By: Dated: , 1993 CAMELOT PROPERTY COUNSELORS, INC. By: LEONARD O'BYRNE APPROVED AS TO FORM AND LEGALITY THIS DAY OF , 1993 JOHN R. HARPER, AGENCY COUNSEL C`%LSMP36%0nmcAM-001 19 AG"tN�A tl f... PAGE =41 `. TOTPLI P.21 BLANK SHEET