HomeMy WebLinkAboutOrdinance No. 10-O6ORDINANCE NO. 10-06
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA,
CALIFORNIA ADOPTING AND APPROVING AN AMENDMENT TO THE
STATUTORY DEVELOPMENT AGREEMENT AND OWNER
PARTICIPATION AGREEMENT BETWEEN THE CITY OF AZUSA, THE
AZUSA REDEVELOPMENT AGENCY AND JAR UNIVERSITY
COMMONS, LLC, GOVERNING CERTAIN REAL PROPERTY LOCATED
AT THE SOUTHWEST CORNER OF ALOSTA AVENUE AND CITRUS
AVENUE IN AZUSA CALIFORNIA RELATING TO THE CITRUS
CROSSING SHOPPING CENTER
WHEREAS, the City of Azusa ("City") and City Redevelopment Agency ("Agency")
entered into that certain Statutory Development Agreement and Owner Participation Agreement,
dated December 4, 2006 for reference purposes and recorded as Document No. 20070410405 on
February 26, 2007 in the Official Records of Los Angeles County, ("Agreement") with JAR -
University Commons LLC, a California limited liability company ("JAR") to construct a mixed-
use commercial and residential development ("Project") on that certain real property located at
Southwest Corner of Alosta Avenue and Citrus Avenue ("Property"); and
WHEREAS, Citrus Crossing Properties Fee LLC, a Delaware limited liability company
("Developer") acquired fee title to the Property from JAR on July 26, 2007 by recordation of that
certain Grant Deed recorded as Document No. 20071767518 on the Official Records of Los
Angeles County and became successor -in -interest to JAR; and
WHEREAS, under the Agreement, Developer agreed to pay an Annual Developer
Payment associated with Local Sales Tax Revenues in advance of each Sales Tax Year with
subsequent annual developer payments to be paid within ninety (90) days after commencement
of each Sales Tax Year; and
WHEREAS, the parties desire to amend the Agreement to defer the required Annual
Developer Payment for a period of three (3) years, by extending the Sales Tax Term of the
Agreement, to provide the Developer an opportunity to recruit, and further incentivize, a high
quality, national chain restaurant to the Property's remaining undeveloped building pad; and
WHEREAS, the parties now desire to amend the Agreement, as more particularly set
forth herein, ("Amendment") in accordance with Government Code Sections 65868 and 65867.5
and Azusa Municipal Code Chapter 88.53, which provide that a development agreement may be
amended and must be approved by an ordinance. The Amendment is attached hereto and
incorporated herein as Exhibit A; and
WHEREAS, the development of the Property in accordance with the Agreement and this
Amendment will provide substantial benefits to the City and will further important policies and
goals of the City by: (i) eliminating uncertainty in planning; (ii) providing for the orderly
development of the Property; and (iii) generating local sales tax revenues for the City; and
1
WHEREAS, the Amendment is consistent with the objectives, policies, general land uses
and programs specified in the General Plan and Azusa Municipal Code Chapter 88.53; and
WHEREAS, on July 14, 2010, the City Planning Commission of the City of Azusa
conducted a duly noticed public hearing, recommended approval of the Amendment to the City
Council and found the Amendment consistent with Azusa Municipal Code Chapter 88.53 and the
City General Plan; and
WHEREAS, on September 7, 2010, the City Council of the City of Azusa conducted a
duly noticed public hearing concerning the Amendment, at which time all persons wishing to
testify in connection with the Amendment were heard and the Amendment was comprehensively
reviewed; and
WHEREAS, all other legal prerequisites to the adoption of this Ordinance have
occurred.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA,
CALIFORNIA, DOES ORDAIN AS FOLLOWS:
Section 1. The recitals are true and correct and incorporated herein. Based on the
findings contained in this Ordinance, the City Council hereby adopts and
approves the Amendment attached hereto and incorporated herein.
Section 2. The City Council hereby finds and determines, that it can be seen with
certainty that adoption of this Ordinance and Amendment will not have a
significant adverse effect on the environment. Thus, the adoption of this
Ordinance is exempt from the requirements of the California
Environmental Quality Act ("CEQA") pursuant to Sections 15061(b)(3) of
the CEQA Guidelines. Staff is directed to file a Notice of Exemption with
the Los Angeles County Recorder's Office within five (5) working days of
adoption of this Ordinance.
Section 3. The location and custodianship of the documents and any other material
that constitutes the record of proceedings regarding the adoption of this
Ordinance by the City Council is as follows: City Clerk, City of Azusa,
213 E. Foothill Blvd., Azusa, California, phone: (626) 812-5238.
Section 4. This Ordinance shall take effect 30 days after its final passage.
Section 5. The City Clerk shall attest and certify to the passage and adoption of this
Ordinance and cause the publication or posting of this Ordinance in
accordance with California Government Code Section 36933.
Section 6. The City Clerk shall file a certified copy of the Agreement with the
Recorder of the County of Los Angeles, State of California, for recording
in the official records of said county, no later than ten (10) days following
the effective date of this Ordinance.
2
ADOPTED, SIGNED, AND APPROVED this 1st day of November, 2010, by the
following vote:
AYES: COUNCILMEMBER: GONZALES, CARRILLO, HANKS, MACIAS, ROCHA
NAYS: COUNCILMEMBER: NONE
ABSENT: COUNCILMEMBER: NONE
ABSTAIN: COUNCILMEMBER: NONE
/'x/ ,ej
Jdseph Rocha, Mayor
ATTEST:
Vera Mendoza, City
APPROVED AS TO FORM:
BEST, BEST & KRIEGER LLP
EXHIBIT "A"
AMENDMENT
rd
Recorded at request of:
City of Azusa
When recorded return to:
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702-1395
Attention: City Clerk
Space Above for Use by Recorder Only
Exempt from Recording Fees Per Gov't Code §27353
FIRST AMENDMENT TO
STATUTORY DEVELOPMENT AGREEMENT
I_ ul
OWNER PARTICIPATION AGREEMENT
By and between
THE CITY OF AZUSA,
A California municipal corporation
And
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,
A public body, corporate and politic
And
CITRUS CROSSING PROPERTIES FEE LLC,
A Delaware limited liability company,
successor -in -interest to
JAR — UNIVERSITY COMMONS, LLC
A California limited liability company
w -A
This First Amendment to Statutory Development Agreement and Owner Participation
Agreement ("Amendment") is entered into as of October 19, 2010, with respect to that certain
Statutory Development Agreement and Owner Participation Agreement dated December 4, 2006
for reference purposes and recorded as Document No. 20070410405 on February 26, 2007 in the
Official Records of Los Angeles County ("Agreement"), between the City of Azusa, a California
municipal corporation ("City'), the Redevelopment Agency of the City of Azusa, a public body,
corporate and politic ("Agency"), and Citrus Crossing Properties Fee LLC, a Delaware limited
liability company ("Developer"), successor -in -interest to JAR- University Commons LLC, a
California limited liability company ("JAR"). The Agreement concerns the real property
described in Exhibit "A" attached hereto ("Shopping Center Property"). City, Agency and
Developer may be referred to herein individually as "Party" and collectively as "Parties."
RECITALS
A. The Parties entered into the Agreement to: (i) establish specific development
standards to govern the development of the Project on the Property by the Developer in
accordance with California Government Code Section 65864 et seq.; (ii) ensure that the Street
Improvements necessary for the development of the Shopping Center Project are completed by
the Developer; (iii) provide for the Agency's reimbursement to the Developer of the costs and
expenses actually incurred and paid by Developer in connection with the design and construction
of the Street Improvements and the fair market value of the property interests underlying the
Street Improvements; and (iv) provide for the generation of Local Sales Tax Revenues from the
Shopping Center Property.
B. CityView Citrus Crossing 102, LP, a Delaware limited partnership ("CityView")
acquired fee title to all of the Vacant Property on August 14, 2007 by recordation of that certain
Grant Deed recorded as Document No. 20071901831 in the Official Records of Los Angeles
County, which transfer constituted a Permitted Transfer pursuant to the Agreement.
C. Pursuant to the Agreement, Developer agreed to pay the Annual Developer Payment
associated with Local Sales Tax Revenues in advance of each Sales Tax Year with subsequent
annual developer payments to be paid within ninety (90) days after commencement of each Sales
Tax Year.
D. The Parties have been working together to recruit a national restaurant anchor to the
Property. The Parties desire to amend the Agreement to defer the required Annual Developer
Payment for a period of three (3) years, by extending the Sales Tax Term, to provide the
Developer an opportunity to recruit, and further incentivize, a high quality, national chain
restaurant to the Property's remaining undeveloped building pad.
E. The Parties now desire to amend the Agreement, as more particularly set forth herein,
in accordance with Government Code Section 65868.
F. The City's Planning Commission held a duly noticed public hearing on July 28, 2010,
to consider this Amendment.
G. The City Council held a duly noticed public hearing on October 18, 2010, to consider
this Amendment at which time the City Council found that the provisions of this Amendment are
consistent with the general plan and any applicable specific plan.
H. The development of the Project on the Property in accordance with the Agreement
and this Amendment will provide substantial benefits to the City and Agency and will further
important policies and goals of the City and Agency by: (i) eliminating uncertainty in planning,
(ii) providing for the orderly development of the Property, (iii) providing for the development of
the Street Improvements needed for the Shopping Center Project in conformance with the
Redevelopment Plan and the Implementation Plan; and (iv) generating Local Sales Tax
Revenues for the City.
THEREFORE, pursuant to the authority contained in the Agreement, in consideration of
the mutual promises and covenants contained in this Amendment, and for other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged, City,
Agency and Developer agree as follows:
I. Assignment and Assumption. JAR- University Commons LLC, a California
limited liability company (for purposes of this paragraph, "Assignor") does hereby acknowledge
and agrees and reaffirms that effective July 25, 2007 ("Assignment and Assumption Date") it did
sell, transfer, assign, convey and deliver to Citrus Crossing Properties Fee LLC, a Delaware
limited liability company (for purposes of this paragraph, "Assignee") all of Assignor's rights,
title and interests, to, in and under the Agreement with respect to the Shopping Center Property.
Assignee does hereby acknowledge and agrees and reaffirms that, effective as of the Assignment
and Assumption Date, it did assume all of Assignor's rights, title and interests to, in and under
the Agreement with respect to the Shopping Center Property as well as all responsibilities,
liabilities and obligations under the Agreement with respect to the Shopping Center Property.
From and following the Assignment and Assumption Date, the term "Developer" as used in the
Agreement with respect to the Shopping Center Property, shall mean Citrus Crossing Properties
Fee LLC, a Delaware limited liability company. JAR- University Commons LLC, a California
limited liability company, is, and from and after the Assignment and Assumption Date, released
from all obligations under the Agreement with respect to the Shopping Center Property (the
"Developer Release"). Assignor has, since the Assignment and Assumption Date and shall
continue to cooperate with Assignee as reasonably necessary for Assignee to perform its
obligations under the Agreement. By its execution of this Amendment, the City and Agency
hereby agree that this paragraph satisfies the requirement for an express assumption of the duties
and obligations of the Developer, under the Agreement in order for Developer to obtain the
Developer Release. By its execution of this Amendment, the City and Agency hereby agree that
this constitutes a Permitted Transfer and express assumption of the duties and obligations of the
Developer with respect to the Shopping Center Property, under the Agreement.
2. Section 1. 1.3 of the Agreement shall be and is hereby amended to read as follows:
""Annual Developer Payment" shall mean the sum of Forty
Thousand Dollars ($40,000) to be paid in advance of each Sales
Tax Year, except as otherwise specifically set forth herein and
subject to reduction by credit on a Sales Tax Year -to -Sales Tax
Year basis as provided in Section 5.1."
3. Section 1.139 of the Agreement shall be deleted in its entirety and of no further
force or effect, it being understood and acknowledged that Section 1.1.34 shall be the definition
of"Sales Tax Year" for all purposes.
4. Section 1.1.41 of the Agreement shall be and -is hereby amended to read as
follows:
""Sales Tax Term" shall mean the twenty three (23) Sales Tax
Year period commencing on the first day of the First Sales Tax
Year and ending on the last day of the twenty third (23rd) Sales
Tax Year thereafter."
5. Section 5.1 of the Agreement shall be and is hereby amended to read as follows:
"Annual Developer Pavment. On behalf of itself, its successors
and assigns to all or anv part of the Shopping Center Property; the
Developer covenants and agrees to pay the Annual Developer
Payment in advance of each Sales Tax Year within the Sales Tax
Tenn as provided in this Section 5.1, except for the first; second
and third Sales Tax Year, and except as otherwise specifically set
forth herein."
6. Section 5. 1.1 of the Agreement shall be and is hereby amended to read as follows:
"First Annual Developer Payment. The Developer shall tender the
first Annual Developer Payment in the amount of Forty Thousand
Dollars ($40,000) to the City within ninety (90) says of
commencement of the fourth Sales Tax Year. Subsequent Annual
Developer Payments shall be paid as provided in Section 5.1.2."
7. Section 5.1.2 of the Agreement shall be and is hereby amended to read as follows:
"Subsequent Sales Tax Years. The Annual Developer Payments
for subsequent Sales Tax Years shall be determined and paid as
provided in this Section 5.1.2. The Annual Developer Payments
shall not be paid to the City during the first, second and third Sales
Tax Year. Within ninety (90) days after commencement of each
Sales Tax Year, the City shall provide the Developer in writing the
City's determination of the total Local Sales Tax Revenues for the
immediately preceding Sales Tax Year on a tenant -by -tenant basis,
together with such supporting documentation as the City may
legally be permitted to disclose. If the total Local Sales Tax
Revenues for such immediately preceding Sales Tax Year
commencing with the third Sales Tax Year exceeded the Minimum
Annual Sales Tax Revenues applicable to such Sales Tax Year, the
City shall reduce the Annual Developer Payment to be paid for the
then -current Sales Tax Year by the amount by which the Local
Sales Tax Revenue for the immediately prior Sales Tax Year
exceeded the Minimum Annual Sales Tax Revenues applicable to
such prior Sales Tax Year. The City shall then make written
demand upon the Developer for the amount of the Annual
Developer Payment for the then -current Sales Tax Year as it may
be reduced by operation of the foregoing sentence. The Developer
shall tender the amount so demanded within thirty (30) days.
Except as otherwise specifically set forth herein, in no event shall
the City be obligated to provide the Developer any other data,
information or documentation related to the Local Sales Tax
Revenues and all other data, information and documentation
related to the Local Sales Tax Revenues shall by kept by the City
in strict confidence and in compliance with all local, state and
federal laws, rules and regulations. In no event shall the City be
obligated to pay the Developer any sum if the Local Sales 'Tax
Revenues for a particular Sales Tax Year exceeded the applicable
Minimum Annual Sales Tax Revenues for such Sales Tax Year by
an amount greater than the Annual Developer Payment; in such
case, the Annual Developer payment for the then -current Sales Tax
Year shall be reduced to zero but the Developer shall have no
further right or claim with respect thereto."
8. All defined terms used in this Amendment shall have the same meanings set forth
in the Agreement. Except as specifically modified by this Amendment, the Agreement shall
remain in full force and effect. To the extent of any inconsistency between the terns and
conditions of this Amendment and the Agreement, the terms and conditions of this Amendment
shall control.
9. This Amendment may be executed in any number of identical counterparts, each
of which shall be deemed to be an original, and all of which together shall be deemed to be one
and the same instrument when each party has signed one such counterpart.
10. The Parties hereby consent to the recordation of the Amendment in the Official
Records of Los Angeles County, California, by the City Clerk within ten (10) days of the
effective date of the Amendment.
[Signature pages follow]
IN
CITY OF AZUSA
By:
oseph R. Rocha
Mayor
By: -& _
Francis M. Delach
City Manager
ATTEST:
/1-2,' i0
Dated
Dated
City Clerk / Dated
APPROVED AS TO FORM:
SoniCarvalho
City ttorney
REDEVELOPMENT AGENCY
OF CITY OF AZUSA
By: r Ild ✓tel _
Jo eph R. Rocha
Chair
By: ll, _
Francis M. Delach
Executive Director
ATTEST:
By:
Agency Secretary
/l, z2 -1-d
Dated
Dated
Dated
II .-)S-/1,
,MI A
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of 405 f k)QeJe S
On P/pj'22 �� 0201d before me, _,4 ee
name
personally appeared
who proved to me on the basis of satisfactory evident to be the person whose na e I are subscribed to
the within instrument and owledged to me that t�e she/they executed the same i i er/their authorized
capacity(ie , and that by i ter/their signatu� on the instrument the person(,, or the entity upon behalf of
which th person(Kacted, executed the instru ent. jj
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and officia eal. CANDACE 70SCANo
Commission * 1736880
i Notary Public - Calltornla
Los Angeles nty
Signature of Notary Public (Notary Seal) COf19T1. Cou12,2011
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached
(Title or description of attached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
(Title)
❑ Panner(s)
❑ Attorney -in -Fact
❑ Trustee(s)
❑ Other
2008Version CAPAvl2.10.07800-873-9865 www.NotaryClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactiv as
appears above in the notary section or a separate acknowledgment farm must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California. In such instances. arty alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does nal require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial wording and attach thisform ifrequired
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signers) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your tide (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
pelshe/they- is /are ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the ride (i.e. CEO, CFO,5ecretary).
• Securely attach this document to the signed document
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of 412S t7NGFL �� S
On/0Z0/0 before me, ZLIgdZceC /o56,A/10
(Here insert name and
personally appeared J Ds�) P (� K Q (�-�L_ r
who proved to me on the basis of satisfactory evidence o be the person( whose nam s re subscribed to
the within instrument an owledged to me that 1 g4 to/they executed the same in is er/their authorized
capacity(ie�, and t}tat by Is er/their signature) on the instrument the person( , or the entity upon behalf of
which the person ) acte , executed the instrum tit.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS m hand and officialIse.CANDACE TOSCANO
Commission # 1738880
Notary Public - California
&��Z_1 i Loa Angeles County
(Notary Sea]) Ccrrm 72,2077
Signature of Notary Public `-
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑
Individual (s)
❑
Corporate Officer
(Title)
❑
Parmer(s)
❑
Attomey-in-Fact
❑
'Trustee(s)
❑
Other
2008 Version CAPA vl2.10.07 800.873-9865 www.NotarvClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Anv acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California. In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefullyfor proper notarial wording and catch this form ifrequired
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plum] forms by crossing off incorrect forms (i.e.
he/shehhey— is /are I or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of , O--) LAJ�L,� S
On /02 /c beforeme,
(Here insert
personally appeared f2/�n/Cl5 /'I%.
who proved to me on the basis of satisfactory eviden to be the person( whose namKis
are subscribed to
the within instrument and knowledged to me th hee%'he/they executed the same in/their authorizeda
capacity(ii ),and that by is/her/their signatures) on the instrument the person, or the entity upon behalf of
which th0 person(s acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
CANDACETOSCANO
Commission # 1738880
WITNESS my hand and official seal. a Notary Public - California
Los Angeles county
May12,2011
Signature of Notary Public (Notary Seal)
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages Document Date
information)
CAPACITY CLAIMED BY THE SIGNER
❑
Individual (s)
❑
Corporate Officer
(Title)
❑
Partner(s)
❑
Attomey-in-Fact
❑
Trustee(s)
❑
Other
2008 Version CAPA v12.10.07 800-873-9865 www_NmaryClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document The only exception is if a
document is to be recorded outside of California. In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary, to do something that is illegal far a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefullyfor proper notarial wording and attach this form ifrequired.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name at it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personalty appear at the time of
notarization.
• Indicate the correct singular or pluml forms by crossing off incorrect forms (i.e.
ke/shchhey, is /are ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover test or lines. If seat impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of b)'5 141-40Z S
On Ik'(IM31XZ_ j4 , OI,l before me,
f1411?
(Here insert name and titlerof the officer)
personally appeared 61S w, &1 -ai 6lle_ ,
t
who proved to me on the basis of satisfactory evidenc to be the person(s) whose names/ re subscribed to
the within instrument and acknowledged to me thshe/they executed the same in is er/their authorized
capacity( and that by is er/their signature on the instrument the person{�or the entity upon behalf of
which th person( acted, executed the instrum nt. //
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
---------------
CANDACE TOSCANO
WITNESS my hand and official eal.Commission # 1738880
Notary Public - California
los Angeles County
mm.
CaEgYesM 2A11
12,
Signature ofNotary Public (Notary Sea
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description ofanached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑
Individual (s)
❑
Corporate Officer
(Title)
❑
Partner(s)
❑
Attomey-in-Fact
❑
Trustee(s)
❑
Other
2008Version CAPAv]2.10.07800-873-9865 w ,.NotarvClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California. In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized capacity of the signer). please check the
document carefully for proper notarial wording and attach this form ifrequired.
• State and County, information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personal ly appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the names) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
he/she/than is /are ) or circling the correct forms. Failure m correctly indicate this
information may, lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment forth.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer, If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
APPROVED AS TO FORM:
Z.
Sonia Carvalho
Agency Counsel
JAR -UNIVERSITY COMMONS, LLC,
California limited liability company
By:
Its: 4
140F64
APPROVED AS TO FORM:
- - - N7.A - - -
General Counsel
it. (6• to
Dated
CITRUS CROSSING PROPERTIES FEE LLC.
a Delaware limited liability company
By:
Name: Andrew Trachman
Its: Manager
APPROVED AS TO FORM:
- - - N/A - - -
General Counsel
Dated
MS.
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of CS
On b l7) Cl before me,
personally appeared 1 V IT 0 Q l i TrG C�
of the officer)
who proved to me on the basis of satisfactory evidence to be the person�sfwhose name(/atesubscribed to
the within instrument and acknowledged to me that he/ Bey executed the same in his/lzzrk�ir authorized
capacity , and that by histiterit&6ir signature(s)-o-n the instrument the persopks)-, 'or the entity upon behalf of
which the persop(9facted, executed the instrument.
I certify under PENAT�TY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and co j
Public
ANAIT TRDATIAN
COMPIllsolen 11878535
al al. Notary Public . California
Loa Angeles County
(NNMv CommEa. less Fsb 28, 2014 +
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑ Individual (s)
❑ Corporate Officer
❑
Partner(s)
❑
Attomey-in-Fact
❑
Trustee(s)
❑
Other
2008Vcmion CAPAV12.10.07800-873-9865 www.NomrvClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exac b, as
appears above in the nary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California In such instances, an alternative
acknowledgment verbiage as may be printed at, such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized caleacin, of the signer). Please check the
document carefulfy f n, proper notoria! wording and attach this form if required.
• State and County information must be the State and County where the document
signers) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear al the time of
notarization.
• indicate the correct singular or plural forms by crossing off incorrect forms (i.c.
Wshehheyr is /ere ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection ofdocument recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of
On i (o p CJ/ l] before me,
�f
personally appeared
e
(Here insert name
I
who proved to me on the basis of satisfactory evidence to be the personhose nam is/pre-<6scribed to
the within instrument and acknowledged to me that he/blre�ey executed the same in his/herauthorized
capacity nd that by his etr signatur_ (<on the instrument the perso48); or the entity upon behalf of
which the person, <acted, executed the instrument.
Icertify and NALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true d correct.
ANAIT TRDATIAN
COM111810n • 1878535
ITNESS nd nd fficia cal. Notary PubOe - California
toe Anpeleg County
LWW4Comm. Ea fib 26, 201 4
(Notary Seal)
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
(Title or description of attached document continued)
Number of Pages _ Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
❑
Individual (s)
❑
Corporate Officer
(Title)
❑
Parmer(s)
❑
Attomey-in-Fact
❑
Trustee(s)
❑
Other
2008 Version CAPA v12.10.07 800-873-9865 www.NotaryClasses.com
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactfv as
appears above in the notary section a, a separate acknowledgment form most be
properfv completed and attached to that document The only esceplimr is if a
document is to be recorded outside of California. In such instances, any ahernarive
acknowledgment verbiage as may be to on such a document so long as fire
verbiage does not require the notary to do something that is illegal far a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial wording and attach this./or, if required.
• State and County information must be the State and County where the document
signers) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms 6.e.
helshOgwy, is /are ) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re -seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and dale.
Indicate the capacity claimed by the signer. if the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
EXHIBIT "A"
Shopping Center Property
That certain real property situated in the City of Azusa, County of Los Angeles, State of California,
described as follows:
Lots 1 through 11, inclusive, of Tract No. 68355, in the City of Azusa, County of Los Angeles, State
of California, as per map recorded in Book I354, Pages 37 through 41, inclusive, of Maps, in the
Office of the County Recorder of said County.
0RANGLESKLEINBERG\69331.3
MW
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO
NAME
Vera Mendoza
City Cleric
City of Azusa
ADDRESS
213 E. Foothill Blvd.
¢Tr, STATE
Azusa, CA
IIP CODE
91702
02/26/07
90405
Has not been compared with original.
Original will be returned when
processing has been cowlated.
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
TITLE(S)
STATUTORY DEVELOPMENT AGREEMENT. AND OWNER PARTICIPATION
AGREEMENT: among the City of Azusa and The Redevelopment Agency of the City of
Azusa and Jar -University Commons, LLC, dated December 4, 2006.
....
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213 Eash)�10,$4W til
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5 ye
5s,, 34 2£; k3� 5av'FC
Space Above for Use by Recorder Only
Exempt from Recording Fees Per Gov't Code §27383
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
by and among
THE CITY OF AZUSA
a California municipal corporation
and
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
a public body, corporate and politic
and
JAR - UNIVERSITY COMMONS, LLC
a California limited liability company
[Dated as of December 4, 2006 for reference purposes only]
R I P UB I K VAN&RV 16287.11
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
This Statutory Development Agreement and Owner ParticipationAgreement reement ("AgreemmfD is entered
into as of this 4" day of December, 2006 by and among (i) the City of Azusa, a California municipal
corporation ("City's, (u7 the Redevelopment Agency ofthe Cityof Azasa, a public body, corporate and politic
("Agency'), and (iii) JAR- University Commons, LLC, a California limited liabilitycompany ("Developer")
with reference to the following recited facts (each, a "Recital'):
RECITALS
A. The city council of the City ("City Council") approved and adopted the redevelopment plan
("Redevelopment Plan") for the redevelopment project area known as the "Merged Central Business District
Redevelopment Project Area" ("Project Area").
B. The governing board of the Agency ("Governing Board") has adopted an implementation plan
("Implementation Plan") for the Redevelopment Plan and is engaged in activities necessary to execute and
implement the Redevelopment Plan pursuant to California Community Redevelopment Law (Health and Safety
Code Section 33000 of sea.) ("CRL").
C. The Developer owns certain real property within the Project Area that is vacant ("Vacant
Property") as more particularly described in Exhibit "A-1" and shown on Exhibit "B-1" attached to this
Agreement and incorporated into this Agreement by this reference. The Developer anticipates developing the
Vacant Property as a residential project ("Residential Project").
D. The Developer also owns certain real property located within the Project Area adjacent to the
Vacant Property that is improved with a shopping center facility commonly known as the "Foothill Shopping
Center" ("Shopping Center Property) as more particularly described in Exhibit "A-2" and shown on Exhibit
"B-2" attached to this Agreement and incorporated into this Agreement by this reference. The Developer has
agreed to rehabilitate the Shopping Center Property ("Shopping Center Project') consistent with the
development plan ("Development Plan") attached to this Agreement as Exhibit "C-1" and incorporated into
this Agreement by this reference.
E. The Vacant Property and the Shopping Center Property are collectively referred to in this
Agreement as the "Property" The Residential Project and the Shopping Center Project are collectively
referred to in this Agreement as the "Project."
F. As one of the regulatory conditions of approval for entitlements related to the Shopping Center
Project, the City has required or will require the Developer to construct and dedicate to the City a public road
and certain other related street improvements (collectively, "Street Improvements'l. The Street Improvements
are described in Exhibit "D-1" and shown on Exhibit "D-2" attached to this Agreement and incorporated into
this Agreement by this reference.
R fP URWVARNER 1716287.11
G. With the City Council's consent, the Agency is authorized under CRL Sections 33421.1 and
33445 to pay all or part of the cost of constructing the Street Improvements.
H. In accordance with CRL Sections 33421.1 and 33445, the Agency desires to reimburse the
Developer the sum of the: (i) the third party costs and expenses actually incurred and paid by the Developer in
correction with the design and construction of the Street Improvements; and (ii) the fair market value of the
property interests underlying the Street Improvements, (i) and (ii) not to exceed One Million Five Hundred
Thousand Dollars ($1,500,000) in the aggregate.
L The intent of the City, the Agency and the Developer in entering into this Agreement is to: (i)
establish specific development standards to govern the development of the Project on the Property by the
Developer in accordance with Califomia Government Code Section 65864, et SN.; (ii) ensure that the Street
Improvements necessary for the development of the Shopping Center Project are completed bythe Developer,
(iii) provide for the Agency's reimbursement to the Developer of the costs and expenses actually incurred and
paid by Developer in connection with the design and construction of the Street Improvements and the fair
market value of the property interests underlying the Street Improvements pursuant to the limitations and
conditions of this Agreement; and (iv) provide for the generation of Local Sales Tax Revenues (as defined
below) from the Shopping Center Property, subject to the terms, conditions, covenants and restrictions set forth
m this Agreement
J. The development of the Project on the Property in accordance with this Agreement will
provide substantial benefits to the City and the Agency and will further important policies and goals ofthe City
and the Agency by. (i) eliminating uncertainty in planning; (ii) providing for the orderly development of the
Property, (iii) providing for the development of the Street Improvements needed for the Shopping Center
Project in conformance with the Redevelopment Plan and the Implementation Plan; and (iv) generating Local
Sales Tax Revenues for the City.
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY, THE
AGENCY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY, THE AGENCY
AND THE DEVELOPER AGREE, AS FOLLOWS:
ARTICLE I
DEFINITIONS
1.1 Definitions. Unless the context otherwise requires, the terms defined in this Section I.1 shall,
for all purposes of this Agreement, and of any opinion or report or other document mentioned in this
Agreement, have the meanings defined in this Section 1.1. The following definitions are equally applicable to
both the singular and plural forms of any of the terms defined in this Section 1.1.
1.1.1 "Agency" shall mean the RedevelopmentAgency of the City ofAzusa, apublic body,
corporate and politic, and shall include anynominee, assignee or successor to the Agency's rights, powers and
responsibilities.
1.1.2 "Agreement" shall mean this Statutory Development Agreement and Owner
Participation Agreement
RVPU8WVARNW716187.11
,r �
1.1.3 "Annual Developer Payment" shall mean the sum of Forty Thousand Dollars
(540,000) to be paid in advance of each Sales Tax Year, subject to reduction by credit on a Sales Tax Year-to.-
Sales
ear-to-Sales Tax Year basis as provided in Section 5.1.
1.1.4 "Approved Street Improvements Cost Estimate" shall mean an estimated statement of
the Street Improvements Costs setting forth specific amounts for components of the Street Improvements that
has been approved by the Agency and Developer in accordance with the provisions of Section 42.1.
1.1.5 "City" shall mean the City of Azusa, a California municipal corporation, and shall
include any nominee, assignee or successor to the City's rights, powers and responsibilities.
L L6 "City Council" shall mean the duly elected city council of the City.
1.1.7 "Complete" or "Completion" shall have the meaning set forth in Section 52.
1.1.8 "Core Buildings" shall have the meaning set forth in Section 4.1.1.
1.1.9 "CPI Adjustment Date" shall mean the first anniversary of the first day of the First
Sales Tax Year, and each anniversary date thereafter during the Sales Tax Term.
1.1.10 "Developer" shall mean JAR - University Commons, LLC, a California limited
liability company and any permitted nominee, assignee or successor to Developer's rights, powers, obligations
and responsibilities under this Agreement
1.1.11 "Development Approvals" shall mean all permits and other entitlements for use
subj ect to approval or issuance by the City in connection with development of the Property including, but not
limited to: (i) specific plans and specific plan amendments; (ii) tentative and final subdivision and parcel
maps; (iii) conditional use permits, public use permits and plot plans; (iv) zoning, and (v) grading and building
permits.
1.1.12 "Development Exaction" shall mean anyruqurrement of the City in connection with or
pursuant to any Land Use Regulations or Development Approvals for the dedication of land, the construction
of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate
for the impacts of development on the environment, public facilities, or otherpublic interests. Without limiting
the exclusivity of the foregoing, the term "Development Exactions" excludes fees charged by the City in
connection with the issuance of building permits.
1.1.13 "Development Plan" shall mean the plan for development of the Project on the
Property as set forth in Exhibit "C-1".
1.1.14 "Dispute Notice" shall have the meaning set forth in Section 9.19.
1.1.15 "Effective Date" shall mean the first date on which all of the following are true: (i)
this Agreement has been approved by the City Council following all legally required notices and hearings; (ii)
this Agreement has been approved by the Agency Governing Board following all legally required notices and
bearings; (iii) this Agreement has been executed by the appropriate authorities of the City, Agency and the
Developer, (iv) the City ordinance approving and authorizing this Agreement becomes effective; and (v) the
Residential Project Covenants Conditions and Restrictions are recorded against the Vacant Property in a
RYP UBV CURNER I n 6287. 11
priority position senior to all other non -statutory liens and encumbrances against the Vacant Property and the
Developer has provided documentation evidencing that fact reasonably acceptable to the City.
1.1.16 "Enforced Delays" shall have the meaning set forth in Section 9.10.
1.1.17 "Event of Default" shall have the meaning set forth in Section 6.1.
1.1.18 "Exhibits" shall mean the following documents that are attached to, and by this
reference made a part of, this Agreement:
Exhibit "A-1"
Legal Description of the Vacant Property.
Exhibit "A-2"
Legal Description of the Shopping Center Property.
Exhibit `13-l"
Map of the Vacant Property.
Exhibit "B-2"
Map of the Shopping Center Property.
Exhibit "C-1"
Development Plan for Project
Exhibit 11C-2"
Master Phasing Plan
Exhibit "D -l"
Description of Street Improvements
Exhibit "D-2"
Map Depicting the Location of Street Improvements
Exhibit "E"
Covenants, Conditions and Restrictions Related to the Residential
Project
Exhibit "F-1"
Prohibited Land Uses
Exhibit "F-2"
Restricted Land Uses
1.1.19 "First Sales Tax Year" shall mean the Sales Tax Year commencing immediately
following the earlier of (1) the second (2°a) anniversary of the Shopping Center Project Commencement Date,
or (2) the third (3"`) anniversary of the Effective Date.
1.1 20 "Generator" shall mean any and all persons, entities or businesses generating Local
Sales Tax Revenues at the Shopping Center Property in any Sales Tac Year during the Sales Tax Term.
1.1.21 "Goods" shall mean any and all tangible personal property offered for sale or lease at
the Shopping Center Property that is subject to the Sales Tax Law during the Sales Tax Term
1. 1.22 "Governing Board" shall mean the governing board of the Agency.
1.1.23 `Land Use Regulations" shall mean all ordinances, resolutions, codes, rules,
regulations and official policies of the City governing the development and use of land, including, without
limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum
height and size ofpmposed buildings, the provisions for reservation or dedication of land for public purposes,
and the design, improvement and construction standards and specifications applicable to the development of
the Property. The term "Land Use Regulations" does not include any City ordinance, resolution, code, rule,
regulation or official policy, governing. (i) the conduct ofbusinesses, professions, and occupations; (ii) taxes
(special or general) and assessments; (iii) the control and abatement of nuisances; (iv) the granting of
encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon
public property; or (v) the exercise of the power of eminent domain.
1.1.24 `Local Sales Tac Revenues" means that portion of the Sales Tax, if any, originating
RiPUBIKVARNER1716287.11
El
from Taxable Sales of Goods consummated by a Generator on the Shopping Center Property which is allocated
and paid to City pursuant to the Sales Tax Law. Local Sales Tax Revenues shall not include: (i) Penalty
Assessments, (ii) any Sales Tax levied by, collected for or allocated to the State of California, the County of
Los Angeles, or a district or any entity (including an allocation to a statewide or countywide pool) other than
City, (iii) any administrative fee charged by the SBE, (iv) any Sales Tax subject to any sharing, rebate, offset or
other charge imposed pursuant to any applicable provision of federal, state or local (except City's) law, rule or
regulation, (v) any Sales Tax attributable to any transaction not consummated within the Sales Tax Term, or
(vi) any Sales Tax (or other funds measured by Sales Tax) required by the State of California to be paid over to
another public entity (including the State) or set aside andlor pledged to a specific use other than for deposit
into or payment from the City's general fund.
1.1.25 "Master Phasing Plan" shall mean the conceptual phasing plan for the future
development of the Property in which the final phase meets the Urban Form goals and policies of the General
Plan as set forth in Exhibit "C-2".
1.1.26 "Ivfinimum Annual Local Sales Tax Revenue" shall mean Three Hundred Ninety Two
Thousand Dollars ($392,000) for the First Sales Tax Yew. On each CPI Adjustment Date, the Minimum
Annual Sales Tax Revenues for the then -current Sales Tax Year shall be determined by increasing the
Minimum Annual Local Sales Tax Revenue in effect for the immediately preceding Sales Tax Year by the
lesser of (i) four percent (4%) of the amount of the Minimum Local Sales Tax Revenue which is applicable in
the immediately preceding Sales Tax Year, or (ii) the percentage of increase, if any, shown by the Consumer
Price Index for All Urban Consumers (CPI U) (Los Angeles -Anaheim -Riverside) (base years 1982-1984 =
100) (Index), published by the United States Department of Labor, Bureau of Labor Statistics, for the month
immediately preceding the CPI Adjustment Date.
1.1.27 "Penalty Assessments" shall mean penalties, assessments, collection costs and other
costs, fees or charges resulting from late or underpaid payments of Sales Tax and that are levied, assessed or
otherwise collected from Developer.
1.1.28 "Permitted Transfer" means and refers to any ofthe following types of Transfers: (i)
any Transfer to a person or entity reasonably approved by the City which expressly assumes the obligations of
the Developer under this Agreement in a written instrument satisfactory to the Agency, (ii) any Transfer ofthe
Vacant Property or the Residential Project or any part thereof and (iii) any Transfer of stock or equity of the
Developer that does not change management or operational control of the Shopping Center Property or the
Shopping Center Project; and (iii) any Transfer of any interest in the Developer irrespective of the percentage
of ownership to either: (a) any other owner of any interest in the Developer, (b) any affiliate of or other entity
related to the Developer, or (c) to any other entity in which any holder of an interest.(including any beneficial
interest) in the Developer is a manager or in which any of the aforementioned is a shareholder or member of
the Developer.
1.I29 "Project" shall collectively mean the Shopping Center Project and the Residential
Project
1.1.30 "Property" shall collectively mean the Shopping Center Property and the Vacant
Property.
1.1.31 "Reservation of Rights" shall mean the rights and authority excepted from the
assurances and rights provided to the Developer under this Agreement and reserved to the City under Section
RVPURWVARNER1716287.11
3.3 of this Agreement
1.1.32 "Residential Project" shall mean the residential project to be constructed on the
Vacant Property consistent with the Development Plan.
1.1.33 "Resolution Period" shall have the meaning set forth in Section 9.19
1. 1.34 "Sales Tax Year" shall mean a period of twelve (12) consecutive calendar months
commencing on the fust day of a calendar quarter (i.e. January 1, April 1, July 1, or October 1, as applicable)
and ending on the last day of the immediately following fourth (4) calendar quartet (i.e. March 31, June 30,
September 30, or December 31, as applicable).
1.1.35 "Shopping Center Project Commencement Date" shall have the meaning set forth in
Section 4.1.1.
1.1.36 "Shopping Center Project" shall mean the rehabilitation of the building and facilities
located on the Shopping Center Property consistent with the Development Plan.
1.1.37 "Shopping Center Property" shall mean the real property described inExhibit"A-2"
and shown on Exhibit `B-2" attached to this Agreement
1.1.38 "Sales Tax" shall mean all sales and use taxes levied under the authority of the Sales
Tax Law attributable to Taxable Sales occurring upon the Shopping Center Property, excluding Sales Tax that
is to be refunded to Generator because of an overpayment of Sales Tax.
1. 1.39 "Sales Tax Year" shall mean the First Sales Tax Year and each of the immediately
subsequent nineteen (19) Sales Tax Years. There shall be a total of twenty (20) Sales Tax Years during the
Sales Tax Term, including the First Sales Tax Year.
1.1.40 "Sales Tax Law" shall mean (i) California Revenue and Taxation Code Section 6001
gt seg., and any successor law thereto, (ii) any legislation allowing another public agency or entity with
jurisdiction in the City to levy any form of Sales Tax on the operations of Developer, any Generator, the
Shopping Center Project and/or the Shopping Center Property, and (iii) regulations of the SBE and other
binding rulings and interpretations relating to (i) and (ii), above.
1.1.41 "Sales Tax Term" shall mean the twenty (20) Sales Tax Year period commencing on
the fast day of the First Sales Tax Year and ending on the last day of the twentieth (20') Sales Tax Year
thereafter.
13.42 .42 "SBE" means the California State Board of Equalization and any successor agency.
1.1.43 "Street Improvements" shall mean the public road, utilities and related public
improvements that bisect the Shopping Center Property and are imposed bythe City upon the Shopping Center
Project as a condition of the City's regulatory approval of the Shopping Center Project and which are to be
designed and constructed by the Developer and dedicated to the City in accordance with the City s standard
plans for public works construction concerning the same, as more particularly described in Exhibit "D-1" and
shown on Exhibit "D-2" attached to this Agreement The Street Improvements shall comply with City
UPUBIKPARNEW16287.I1
Standard R-1, except as maybe modified and approved by the City Engineer in his or her reasonable discretion
to ensure acceptable access.
1.1.44 "Street Improvements Costs" shall mean the stun of (i) those third patty hard and soft
costs and expenses actually incurred and paid by the Developer in connection with the design and construction
of the Street Improvements (which shall include, but not be limited to, architectural, engineering, project
management, legal, construction and permit and inspection costs); and (ii) an amount equal to One Million
Three Hundred Thousand Dollars ($1,300,000) representing the fair market value of the publicly -owned
property interests underlying the Street Improvements.
1.1.45 "Street Improvements Reimbursement" shall mean the lesser of (i) the total of the
Street Improvements Costs, or (ii) One Million Five Hundred Thousand Dollars ($1,500,000).
1.1.46 `Street Improvements Reimbursement Request" shall have the meaning set for in
Section 42.3.
1.1.47 "Taicable Sales" shall mean all sales and leases of Goods by a Generator at the
Sbopping Center Property that are: (i) subject to thepayment of Sales Tax pursuant to the Sales Tax Law and
(ii) for which the "point of sale" reported to the SBE is the City..
1.1.48. "Term" shall mean the period of this Agreement commencing on the Effective Date
and ending on the last day of the Sales Tax Term.
1.1.49 "Transfer" shall mean any of the following: (i) any total or partial sale, assignment,
conveyance, trust, power, or transfer in any other mode or form, by the Developer of more than forty nine
percent (49%) interest (or a series of such sales, assignments or the like that, in the aggregate, result in a
disposition of more than a forty-nine percent (49"/0) interest) in this Agreement, the Shopping CenterProperty,
the Shopping Center Project or any part thereof; or (ii) any total or partial sale, assignment, conveyance, or
transfer in any other mode or form, of or with respect to any interest in the Developer (or a series of such sales,
assignments or the like that, in the aggregate, result in a disposition of more than a 49% interest); or (iii) any
merger, consolidation, sale or lease of all or substantially all of the assets of the Developer (or a series of such
sales, assignments or the like that, in the aggregate, result in a disposition of more than a forty nine (49%)
interest). The term "Transfer" shall not include any total orpartial sale, assignment, conveyance, trust, power,
or transfer in any other mode or form, by the Developer of the Vacant Property, the Residential Projector any
part thereof.
1.1.50 "Vacant Property" shall mean the real property described in Exhibit "A-1" and shown
on Exhibit "13-1" attached to this Agreement.
RiPUBLMRNER171628711
ARTICLE H
REPRESENTATIONS AND WARRANTIES; RESTRICTION ON TRANSFER; NOTICES
2.1 Representations and Warranties.
2.1.1 City Representations and Warranties. All representations and warranties contained in
this Section 2. 1.1 shall be true and correct as of the Effective Date and the City's liability for misrepresentation
or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the
execution and delivery of this Agreement. The City berebymakes the following representations and warranties
and acknowledges that the execution of this Agreement by the Agency and the Developer has been made in
material reliance by the Agency and the Developer on such representations and warranties:
2.1.1.1 The City is a California municipal corporation. The City has the legal power,
:fight and authority to enter into this Agreement and to execute the instruments and documents referenced in
this Agreement and to consummate the transactions contemplated in this Agreement.
2.1.1.2 The City acknowledges and agrees that the Agency's obligations with respect
to this Agreement are limited to those obligations set forth in Article IV of this Agreement pertaining to the
Street Improvements Reimbursement
All representations and warranties made by the City hereunder shall be limited to the actual current knowledge
of F. M. Delach (City Manager) as of the Effective Date, without independent investigation and without any
duty to do so.
2.1.2 AgencyRemesentations and Warranties. All representations and warranties contained
in this Section 2.11 shall be true and correct as of the Effective Date and the Agency's liability for
misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement,
shall survive the execution and delivery of this Agreement. The Agency hereby makes the following
representations and warranties and acknowledges that the execution of this Agreement by the City and the
Developer has been made in material reliance by the City and the Developer on such representations and
warranties:
2.1.2.1 The Agency is a public body, corporate and politic. The Agency has the legal
power, right and authority to enter into this Agreement and to execute the instruments and documents
referenced in this Agreement and to cousimintate the transactions contemplated in this Agreement
2:1.2.2 The Agency acknowledges and agrees that the Agency's obligations with
respect to this Agreement are limited to those obligations set forth in Article IV ofthis Agreement pertaining to
the Street Improvements Reimbursement.
All representations and warranties made by the Agency hereunder shall be limited to the actual current.
knowledge of F. M. Delach (Executive Director) as of the Effective Date, without independent investigation
and without any duty to do so.
2.1.3 Developer's Representations and Warranties. All representations and warranties
contained in this Section 2.1.3 shall be true and correct as of the Effective Date and the Developer's liability
for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement,
RMBIUAMER71628711
shall survive the execution and delivery of this Agreement. The Developer hereby makes the following
representations, covenants and warranties to the City and the Agency acknowledges that the execution of this
Agreement by the City and the Agency has been made in material reliance by the City and the Agency on such
covenants, representations and warranties of the Developer.
2.1.3.1 The Developer is a California limited liability company lawfully authorized to
do business in the State of California by and in good standing with the California Secretary of State. The
Developer has the legal right, power and authority to enter into this Agreement and the instruments and
documents referenced m this Agreement and to consummate the transactions contemplated m this Agreement.
The persons executing this Agreement and the instruments referenced in this Agreement on behalf of the
Developer represent and wan -ant that they have the power, right and authority to bind the Developer to this
Agreement.
2.1.3.2 Prior to commencing any work of development on the Shopping Center
Project, the Developer will have taken all requisite action and obtained all requisite consents in connection
with entering into this Agreement and the instruments and documents referenced in this Agreement and the
consummation of the transactions contemplated m this Agreement, and no consent of any other person is
required for the Developer's authorization to enter into this Agreement
2.1.33 The execution of this Agreement shall not result in a breach of or constitute a
default under any other agreement, document, mstnmment or other obligation to which the Developer is a parry
or by which the Developer maybe bound, or under law, statute, ordinance, rule, governmental regulation or
any writ, injunction, order or decree of any court or governmental body applicable to the Developer.
2.1.3.4 This Agreement is, and all agreements, instruments and documents to be
executed by the Developer pursuant to this Agreement shall be duly executed by and shall be valid and legally
binding upon the Developer and enforceable against the Developer in accordance with their respective terms.
All representations and warranties made by the Developer bereunder shall be limited to the actual current
knowledge of John R Francis as of the Effective Date, without independent investigation and without any duty
to do so.
22 Restrictions on Change in Management or Control of the Developer and Assignment or
Transfer.
2.2.1 The Developer acknowledges that the qualifications and identity ofthe Developer are
of particular importance to the City and the Agency. The Developer further recognizes and acknowledges that
the City and the Agency have and are relying on the specific qualifications and identity of the Developer in
entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as
expressly provided in this Agreement.
22.2 Except in the event of a Permitted Transfer, the Developer shall promptly notify the
City and the Agency in writing of any and all changes whatsoever in the identity of the business entities or
individuals either comprising or in control of the Developer, as well as any and all changes in the interest or the
degree of control of the Developer by any such entities or individuals, of which information the Developer or
any of its partners, members or officers have been notified or may otherwise have knowledge or information.
RiPUB4S'MMER1716287.11
2.2.3 This Agreement may be terminated by the City and the Agency if there is any
Transfer, whether voluntary or involuntary, in membership, ownership, management or control of the
Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been
approved in writing by the City and the Agency prior to the time of such Transfer, or the City and the Agency
may seek other appropriate relief; provided, however, that (i) the City and the Agency shall first notify the
Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the
Developer shall have twenty (20) days following its receipt of such written notice to cure the default of the
Developer and submit evidence of the initiation and satisfactory completion of such cure to the City and the
Agency, in a form and substance reasonably satisfactory to the City and the Agency.
2.2.4 The City and the Agency may, in their reasonable discretion, approve in writing any
Transfer requested by the Developer, provided the proposed transferee satisfactorily demonstrates successful
experience in the development, ownership, operation, and management of Shopping Center developments of
similar size and quality as the Shopping Center Protect and expressly assumes all of the obligations of the
Developer under this Agreement, including the Developers obligations set forth in Article V regarding Local
Sales Tax Revenues. All instruments and other legal documents proposed to carry out any Transfer shall be
submitted to the City and the Agency for review, prior to the Transfer, and the written approval or disapproval
of the City and the Agency shall be provided to the Developer within twenty (20) days of the City's and the
Agency's receipt of the Developer's request.
2.2.5 The prohibitions on Transfer shall expire and be of no force or effect upon
Completion of the Shopping Center Project and the dedication of the Street Improvements to the City.
2.3 Notices.
2.3.1 As used in this Agreement, the term "notice" includes, but is not limited to, the
communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver,
appointment or other communication required or permitted hereunder.
23.2 All notices shall be in writing and shall be considered given either. (i) when delivered
in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit
in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested,
and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of
delivery shown in the records of a national postal service (ie, the United Postal Service or Federal Express)
after delivery to the recipient named below. All notices shall be addressed as follows:
If to the City.
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
Attention: City Manager
Telephone: (626) 812-5239
Facsimile: (626) 334-6358
RVPVBiKYARNER1716287.11
10
r
Copy to:
Best Best & Krieger, LLP
5 Park Plaza, Suite 1500
Irvine, CA 92614
Attention: Azusa City Attorney
Telephone: (949) 263-2600
Facsimile: (949) 260-0972
If to the Agency.
Redevelopment Agency of the City of Azusa
213 East Foothill. Boulevard
Azusa, CA 91702
Attention: Executive Director
Telepbone:(626) 812-5239
Facsimile: (626) 334-6358
Copy to:
Best Best & Krieger, LLP
3750 University Avenue
Riverside, CA 92501
Attention: Kevin K. Randolph
Telephone: (951) 686-1450
Facsimile: (951) 686-3083
If to the Developer.
JAR - University Commons, LLC
c/o Trachman-Indevco, LLC
1801 Century Park East, Suite 1040
Los Angeles, CA 90067
Attention: Andrew Trackman, President
Telephone: (310) 789-3888
Facsimile: (310) 789-3889
Copy to:
Francis Property Management, Inc.
501 S. Beverly Drive, Suite 100
Beverly Hills, CA 90212
Attention: John Francis
Telephone: (310) 556-2274
Facsimile: (3 10) 552-8485
RVPUBWVAR7VWR7) 6287.11
II
Copy to:
Friedman & Solomon LLP
9665 Wilshire Boulevard, Suite 810
Beverly Hills, CA 90212
Attention: Andy Friedman, Esq.
Telephone: (310) 553-7265
Facsimile: (310) 553-7458
2.3.3 Any parry may, by notice given at anytime, require subsequent notices to be given to
another person or entity, whether a party or an officer or representative of a party, or to a different address, or
both. Notices given before actual receipt of notice of change shall not be invalidated by the change.,
ARTICLE III
DEVELOPMENT OF THE PROJECT
3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservation of
Rights, the Developer shall have a vested right to develop the Project on the Property in accordance with, and
to the extent of, this Agreement. Except as expressly provided otherwise herein, the Project shall remain
subject to all Land Use Regulations and Development Approvals in effect on the Effective Date that are
required to complete the Project on the Property as contemplated by the Development Plan.
3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms
of this Agreement including the Reservation of Rights, the rules, regulations and official policies governing
permitted uses of the Project on the Property, the density and intensity of use of the Project on the Property, the
maximum height and size of proposed buildings, and the design, improvement and construction standards and
specifications applicable to development of the Project on the Property shall be the Land Use Regulations and
Development Approvals in effect on the Effective Date. In connection with any subsequently imposed
Development Approvals and except as specifically provided otherwise berein, the City may exercise its
discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement,
including, but not limited to, the Reservation of Rights. The City shall accept forprocessing, review and action
all applications for subsequent development approvals, and such applications shall be processed in the same
manner and the City shall exercise its discretion, when required or authorized to do so; to the same extent it
would otherwise be entitled in the absence of this Agreement.
3.3 Reservation of Rights.
3.3.1 Limitations. Reservations and Exceptions. Notwithstandingany other provision ofthis
Agreement, the following regulations shall apply to the development of the Project on the Property.
3.3.1.1 Processing fees and charges of every kind and nature imposed bythe City to
cover the estimated actual costs to the City of processing applications for Development Approvals or for
monitoring compliance with any Development Approvals granted or issued, provided however that the such
monitoring fees are limited to One Thousand Dollars ($1,000) per year.
3.3.1.2 Procedural regulations relating to hearing bodies, petitions, applications,
notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
RVPURIKVARNER1716187. 11
12
3.3.1.3 Regulations, policies and rules governing engineering and construction
standards and specifications applicable to public and private improvements, including, without limitation, all
uniform codes adopted by the City and any local amendments to biose codes adopted by the City, including,
without limitation, the City's building code, plumbing code, mechanical code, electrical code, fire code and
grading code.
3.3.1.4 Regulations that maybe in material conflict with this Agreement but that are
reasonably necessary to protect the immediate community from a condition perilous to their health or safety.
To the extentpossble, any suchregulatious shall be applied and construed so as to provide the Developer with
the rights and assurances provided under this Agreement
3.3.1.5 Regulations that are not in material conflict with this Agreement or the
Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of
development of the Property shall be deemed to materially conflict with the Development Plan and,shall
therefore not be applicable to the development of the Property.
3.3.1.6 Regulations that are in material conflict with the Development Plan; provided
the Developer has given written consent to the application of such regulations to development of that Property
in which the Developer has a legal or equitable interest
3.3.1.7 Regulations that impose, levy, alter or amend fees, charges, or Land Use
Regulations relating to consumers or end users, including, without limitation, trash can placement, and service
charges.
3.3.1.8 Regulations of other public agencies, including development impact fees
adopted or imposed by such other public agencies, although collected by the City.
3.3.1.9 Ordinances, resolutions, regulations or policies regarding the permitted uses
of the Property, density and intensity of use, maximum height and size of proposed buildings, and provisions
for reservation and dedication of land for public purposes.
3.3.1.10 Ordinances, resolutions, regulations or policies which become effective
more than five (5) years after the Effective Date of this Agreement that impose, amend, or increase
Development Exactions.
3.3.2 Subsequent Development Approvals. This Agreement shall not prevent the City, in
acting on subsequent development approvals and to the same extent it would otherwise be authorized to do so
absent this Agreement, from applying subsequently adopted or amended Land Use Regulations that do not
materially conflict with this Agreement
3.3.3 Modification or Susnension by State or Federal Law. In the event that State or
Federal laws or regulations enacted after the Effective Date of this Agreement prevent orpreclude compliance
with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or
suspended as may be necessary to comply with such State or Federal laws or regulations; provided, however,
that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or
regulations and to the extent such laws or regulations do not render such remaining provisions impractical to
enforce.
RVPUBtxiARNERV16267.11
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3.3.4 Intent The City and the Developer acknowledge and agree that the City is restricted
in its authority to limit certain aspects of its police power by contract and that the foregoing limitations,
reservations and exceptions are intended to reserve to the City all of its police power that cannot be or are not
expressly so limited. This Agreement shall be construed, contrary to its statedterms if necessary, to reserve to
the City all such power and authority that cannot be or is not by this Agreement's express terms so restricted.
3.4 Reeulation by Other Public Agencies. The City and the Developer acknowledge and agree
that other public agencies not within the control of the City possess authority to regulate aspects of the
development of the Property and/or Project separately from or jointly with the City and this Agreement does
not limit the authority of such other public agencies.
3.5 . Recordation ofResidentialPMectCC&Rs. The Developer shall cause the recordation ofthe
Residential Project Covenants, Conditions and Restrictions (in the form attached hereto as Exhibit "E'� against
the Vacant Property within thirty (30) days from the Effective Date, subject to approval of the leasing
restrictions contained in the project CC&Rs bythe California Department of Real Estate (the "DRE') or in the
alternative, such other leasing restrictions as may be approved by the DRE in connection with its issuance of a
Final Subdivision Public report in connection with the Residential Project The Parties agree that the Vacant
Property shall be subject to such Covenants, Conditions and Restrictions notwithstanding Developer's failure to
cause recordation of the same.
3.6 Public Art Component The Developer shall include a public art component within the
Shopping Center Project. The form and substance ofthe public art component shall be as approved bythe City
Manager in his or her absolute discretion, and may include such items as public murals, items of extraordinary
landscaping, public fountains and other gathering places, sculpture, and similar items. The Developer shall
submit its proposed public art component to the City Manager for his/her review and approval no less than
forty-five (45) days prior to the date that the Developer intends to seek the issuance of the first building permit
for the Shopping Center Project The City Manager shall review and either approve or disapprove the
proposed public art component within thirty (30) days thereafter. If approved, the public art component shall
be automatically deemed to be included within the Development Plan. If the City Manager disapproves the
proposed public art component, or if the City Manager fails to act on the proposed public art component by the
time that the Developer is prepared to apply for issuance of the first building permit for the Shopping Center
Project, then, prior and as a condition to the issuance of such first building permit, the Developer shall pay to
the City a public art in lieu fee in the amount of Ten Thousand Dollars ($10,000) which the City shall bold
until a public art component acceptable to the City has been approved.
3.7 Marketine of Residential Proi ect to Certain Groups. The Developer shall, for a period no less
than forty-five (45) days prior to the marketing of the Residential Project to the general public, advertise and
market the Residential Project exclusivelyto City of Azusa public employees, police officers, firefighters, and
teachers in a credentialed school located within the geographical boundaries of the Azusa Unified School
District The Developer shall make the homes within the Residential Project available for purchase by such
persons, provided that such persons are qualified (financially and otherwise) to purchase such homes, no less
than forty-five (45) days prior to making such homes available for purchase by the general public.
AVPUB i%VAAAM7J 6287. r r
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ARTICLE IV
STREET IMPROVEMENTSREMMURSEMENT
4.1 Developer Covenant to Undertake Street Improvements. The Developer covenants to and for
the exclusive benefit ofthe City that, concurrently with the development of the Shopping Center Project on the
Shopping Center Property, the Developer develop the Street Improvements and, once complete, shall dedicate
the Street Improvements to the City. The Developer covenants and agrees for itself its successors and assigns
that the design, development and construction of the Street Improvements shall be undertaken and completed
in conformity with this Agreement and all applicable laws, regulations, orders and conditions of any
governmental agency with jurisdiction over the Street improvements or the Shopping Center Property.
4.1.1 Shopping Center Proiect Commencement Date. The Developer shall commence
construction of the Street Improvements within ninety (90) days after the date ("Shopping Center Project
Commencement Date's on which the Developer obtains: (i) a binding unconditional commitment for
construction financing for development of the Shopping Center Project, (ii) signed leases for at least seventy
percent (70%) in the aggregate of the gross leaseable area of those buildings identified on Exhibit "B-2" as
"A", "B", "99 C Store", "CVS", "Shop I", "Shop 2", and the 'Ross" buildings (all ofthe foregoing, collectively,
the "Core Buildings"), and (iii) foundation permits sufficient to commence development of the Shopping
Center Project Subject to Section 9.10, if the Shopping Center Project Commencement Date fails to occur on
or before twelve (12) months following the Effective Date of this Agreement, then, subject to compliance with
the provisions of Article VI, either the City or the Agency may terminate this Agreement in its entirety without
cost or liability to either the City or the Agency.
4.2 AeencvObligations Regard= Street Improvements Reimbursement Agency agrees topayto
the Developer the Street improvements Reimbursement pursuant to this Section 42. The StreetImprovements
Reimbursement shall be used for the sole purpose of reimbursing the Developer for the Developer's Street
Improvements Costs.
4.2.1 Procedure for Approved Street Improvements Cost Estimate. The Developer shall
have the right, but not the obligation, to obtain bids or other estimates for all or individual portions of the Street
Improvements and submit the same to the Agency for approval prior to commencing the Street Improvements
work. In the event the Developer submits such bids or estimates to the Agency, the Agency agrees to review
and approve the same or notify the Developer of any objection to such bids or estimates within ten (10)
business days after -receipt thereof. The failure of the Agency to notify the Developer of any objection to the
costs shown in the bids or estimates within such ten (10) business day period shall be deemed approval of the
same. Upon the Agency's approval of such bids or estimates such amount shall become an Approved Street
Improvements Cost Estimate for the work described therein. The Agency and the Developer each
acknowledge that an Approved Street Improvements Cost Estimate is subject to subsequent adjustment for
changes in the work, changes in the site conditions or subsequently discovered conditions, increases in costs of
labor, material, and/or supplies, and other such matters; provided in no event shall such changes increase the
Street Improvements Reimbursement amount The Agency agrees to review in good faith any requested
changes to an Approved Street Improvements Cost Estimate.
4.21 Four Disbursements of Street Improvements Reimbursement Subject to Conditions
Precedent. The Street Improvements Reimbursement shall be disbursed to the Developer in four (4)
disbursements as described in this Section 4.2.2 for purposes of reimbursing the Developer (i) the third party
costs and expenses actually incurred and paid by the Developer in connection with the design and construction
RIPUBLSVARNERl716287.11
15
of the Street Improvements; and (ii) the fair market value of the property interests underlying the Street
Improvements, (i) and (ii) not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the
aggregate.
4.2.2.1 First Disbursement At any time following the Shopping Center Project
Commencement Date, and upon the Developer's satisfaction of the following conditions precedent and the
Agency's approval of the Street Improvements Reimbursement Request as described in Section 42.3, the
Agency shall disburse to the Developer the fust (1') twenty five percent (25%) of the Street Improvements
Reimbursement
4.2.2.1.1 there shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or which, upon the giving of notice or the passage
of time, or both, would constitute such a material breach or default;
42.2.1.2 all representations and warranties ofthe Developer contain in
this Agreement shall be true and correct as of the date of any disbursements of the Street Improvement
Reimbursement;
4.2.2.1.3 the Developer has submitted to the Agency and the City a
complete design plan for the Street Improvements which describes and depicts: (1) the location and placement
of the Street Improvements, and (2) the engineering of the Street Improvements;
42.2.1.4 the Developer has submitted to the Agency and the City a
phased development schedule for the Street Improvements, including milestones and triggers for the
development of the Street Improvements; and
42.2.1.5 the Developerhasobtained ademolitionpermitmamordance
with the City's Municipal Code providing for the demolition of Buildings "A" and "B".
4.2.2.2 Second Disbursement At any time following the Shopping Center Project
Commencement Date, and upon the Developer's satisfaction of the following conditions precedent and the
Agency's approval of -the Street Improvements Reimbursement Request as described in Section 4.2.3, the
Agency shall disburse to the Developer the second (2ed) twenty five percent (25%) of the Street Improvements
Reimbursement:
4.2.2.2.1 there shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or which, upon the giving ofnotice or the passage
of time, or both, would constitute such a material breach or default,
42.2.2.2 all representations and warranties ofthe Developer contain in
this Ageement shall be true and correct as of the date of any disbursements of the Street Improvement
Reimbursement;
4.2.2.2.3 the Developer has submitted to the City applications for
permits or any other discretionary or ministerial approvals required for the development of the Street
Improvements; and
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4 2.22.4 the Developer has obtained a building permit (or a series
of building permits) for the shell and core improvements of no less than sixty-five percent (65%) of the
gross leasable area of the Core Buildings.
4.2.2.3 Third Disbursement. At any time following the Shopping Center Project
Commencement Date, and upon the Developer's satisfaction of the following conditions precedent and the
Agency's approval of the Street Improvements Reimbursement Request as described in Section 4.2.3, the
Agency shall disburse to the Developer the third (3d) twenty five percent (25%) of the Street Improvements
Reimbursement:
42.2.3.1 , there shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or which, upon the giving of notice or the passage
of time, or both, would constitute such a material breach or default;
4.2.2.3.2 all representations and warranties cfthe Develop= contain in
this Agreement shall be true and correct as of the date of any disbursements of the Street Improvement
Reimbursement;
4.2.2.3.3 the Developer has completed construction of the Street
Improvements; and
42.2.3.4 the Developer has received final inspection and approval of
the framing and roofing for no less than sixty-five percent (65%) of the gross leasable area of the Core
Buildings. 4.2.2.4 Fourth Disbursement. At any time following the Shopping Center Project
Commencement Date, and upon the Developer's satisfaction of the following conditions precedent and the
Agency's approval of the Street Improvements Reimbursement Request as described in Section 4.2.3, the
Agency shall disburse to the Developer the fourth (e) and final twenty five percent (25%) of the Street
Improvements Reimbursement:
42.2.4.1 there shall exist no condition, event or act which would
constitute a material breach or default under this Agreement or which, upon the giving of notice or the passage
of time, or both, would constitute such a material breach or default;
4.2.2.4.2 all representations and warranties of the Developer contain in
this Agreement shall be true and correct as of the date of any disbursements of the Street Improvement
Reimbursement;
4.2.2.4.3 the Developer has dedicated the Street Improvements to the
City and the City has accepted such dedication in accordance with its standard practices for the acceptance of
dedicated public improvements; and
4.2.2.4.4 the Developer has Completed the Shopping Center Project
4.2.3 Street Improvements Reimbursement Request. At any time following the Shopping
Center Project Commencement Date, and upon the satisfaction of the conditions precedent described in
Section 4.22, the Developer may submit to the Agency a written request for any disbursement of the Street
Improvements Reimbursement ("Street Improvements Reimbursement Request"). The Street Improvements
Reimbursement Requests shall be approved and paid by the Agency as follows:
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4.2.3.1 If the Street Improvements Reimbursement Request is for payment for work
and amounts which are consistent with an Approved Street Improvements Cost Estimate, then the Agency shall
review and pay such Street Improvements Reimbursement Request within thirty (30) days after the receipt of
the same provided that Developer has submitted the supporting documentation required by Section 4.2.3.3
below and that such Street hnprovements Reimbursement Request is materially consistent with the Approved
Street Improvements Cost Estimate.
4.2.3.2 If the Street Improvements Reimbursement Request includeswork or amounts
in addition to or not previously subject to an Approved Street Improvements Cost Estimate, the Agency shall
review the Street Improvements Reimbursement Request and, if approved, the Agency shall pay such Street
Improvements Reimbursement Request to Developer within thirty (30) days after receipt of the same. The
Agency's approval shall be given if the Agency reasonably determines that the Street Improvements Costs set
forth on the. Street Improvements Reimbursement Request are reasonable and customary. The Agency's failure
to approve or disapprove a Street improvements Reimbursement Request within thirty (30) days from its
receipt of such Street Improvements Reimbursement Request (including all reasonably required supporting
documentation described in Section 422.3 below) shall constitute the Agency's approval thereof.
4.2.3.3 The Agency's obligation to approve a Street Improvements Reimbursement
Request under either Section 4.2.3.1 or Section 4.2.3.2 shall be contingent upon the Agency's receipt and
approval, which shall not be unreasonably withheld or delayed, of the following.
4.2.3.3.1 The Street Improvements Reimbursement Request, which
shall include a description of the work performed, material supplied and cost incurred or due;
42.3.3.2 Bills, invoices, vouchers, statements and all other documents,
which shall be attached to the Street Improvements Reimbursement Request, evidencing the amount paid to
third parties, and a certificate firm Developer certifying to Developer's compliance with applicable prevailing
wage requirements;
4.2.3.3.3 Waivers and releases ofinechanics' liens, stop notice claims
or other lien claim rights; and
4.2.3.3.4 Any other document,requirement, evidence orinformation in
the Developer's possession or under the Developer's control that Agency may reasonably request with regard
to the Street Improvements or Street Improvements Reimbursement Request-
4.2.3.4
equest
42.3.4 The Developer shall submit accurate and complete Street Improvements
Reimbursement Requests. Incomplete and/or inaccurate submittals will be returned to the Developer. The
City shall have the same amount of time to review each revised Street Improvements Reimbursement
Requests as allowed by this Agreement for the original submittal. For the second and succeeding re -
submittals, the Developer shall reimburse the City its actual costs for processing and responding to such
revised submittal.
4.3 Agency's Obligations Under Agreem nt The Developer acknowledges and agrees that the
Agency's obligations under this Agreement are limited to those obligations set forth in this Article N
pertaining to the Street Improvements Reimbursement.
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ARTICLE V
DEVELOPER COVENANTS
5.1 Annual DevelmarPavment, On behalf ofitsels its successors and assigns to all oranypartof
the Shopping Center Property, the Developer covenants and agrees to pay the Annual Developer Payment in
advance of each Sales Tax Year within the Sales Tax Term as provided in this Section 5.1.
5.1.1 First Sales Tax Yew. The Developer shall tenderthefirst AnnualDeveloperPayment
in the amount of Forty Thousand Dollars ($40,000) to the City no less than fifteen (15) days following
commencement of the First Sales Tax Year. Subsequent Annual Developer Payments shall be paid as
provided in Section 5.1.2.
5.1.2 Subsequent Sales Tax Years. Annual Developer Payments for the second and
subsequent Sales Tax Years shall be determined and paid as provided in this Section 5.1.2. Within ninety (90) .
days after commencement of each Sales Tax Year other than the First Sales Tax Year, the City shall provide
the Developer in writing the City's determination of the total Local Sales Tax Revenues for the immediately
preceding Sales Tax Year on a tenant -by -tenant basis, together with such supporting documentation as the City
may legally be permitted to disclose. If the total Local Sales Tax Revenues for such immediately preceding
Sales Tax Year exceeded the Minimum Annual Sales Tax Revenues applicable to such Sales Tax Year, the
City shall reduce the Annual Developer Payment to be paid for the then -current Sales Tax Year by the amount
by which the Local Sales Tax Revenue for the immediately prior Sales Tax Year exceeded the Minimum
Annual Sales Tax Revenues applicable to such prior Sales TaxYear. The City shall then make written demand
upon the Developer for the amount of the Annual Developer Payment for the then -current Sales Tax Year as it
may be reduced by operation of the foregoing sentence. The Developer shall tender the amount so demanded
within thirty (30) days following such demand. Except as otherwise specifically set forth herein, in no event
shall the City be obligated to provide the Developer any other data, information or documentation related to the
Local Sales Tax Revenues and all other data, information and documentation related to the Local Sales Tax
Revenues shall by kept by the City in strict confidence and in compliance with all local, state and federal laws,
rules and regulations. In no event shall the City be obligated to pay the Developer any sum if the Local Sales
Tax Revenues for a particular Sales Tax Year exceeded the applicable Minimum Annual Sales Tax Revenues
for such Sales Tax Year by an amount greater than the Annual Developer Payment; in such case, the Annual
Developer payment for the then -current Sales Tax Year shall be reduced to zero but the Developer shall have
no further right or claim with respect thereto.
5.1.3 ReconciliationFollowing Final Sales Tax Year. Within ninety (90)days foilowingthe
end of the last Sales Tax Year, the City shall provide the Developer in writing the City's determination of the
total Local Sales Tax Revenues for the final Sales Tax Year on a tenant -by -tenant basis, together with such
supporting documentation as the City may legally be permitted to disclose. if the total Local Sales Tax
Revenues for such final Sales Tax Year exceeds the Minimum Annual Local Sales Tax Revenues applicable to
the final Sales Tax Year, the City shall pay (without interest) to Developer an amount equal to the lesser of. (1)
the amount of the Annual Developer Payment paid by the Developer in advance at the beginning of the final
Sales Tax Year, or (2) the amount by which the local Sales Tax Revenues for the final Sales Tax Year
exceeded the Minimum Annual Sales Tae Revenues applicable to such final Sales Tax Year. Such payment
shall be made concurrently with the City's written determination as described in the first sentence of this
Section 5.1.3.
r'lsV'T-*/1 ✓XMr-Me[I
19
5.1.4 No Cann Forward or Back. Agency and Developer acknowledge and agree that the
calculation and determination of all financial components of the City's and the Developer's rights, and
obligations under this Article 5 shall be computed on a Sales Tax Year-to-Sales Tax Year basis. Revenues
generated in one Sales Tax Year may not be carried forward or back to any prior or future Sales Tax Year, it
being the express agreement and understanding of the parties that for each Sales Tax Year the financial
obligations of the parties and satisfaction of the conditions precedent to such obligations shall be determined
and made independently of any other Sales Tax Year.
5. 1.5 Tem. The covenants of this Section 5.1 shall become effective upon the Effective
Date of this Agreement and shall continue in effect thereafter for the entirety of the Sales Tax Term.
5.1.6 Covenants Run With the Land. The covenants set forth in this Section 5.1 touch and
concern the Shopping Center Property, and every part thereof; and constitute covenants running with the
Shopping Center Property and every part thereof for the full term of each covenant as set forth in this Article
V. They may be enforced by the City through all available legal or equitable means, including injunctive
relief
52. Completion Covenant On behalf of itself; its successors and assigns to all or any portion of
the Shopping Center Property, Developer.covenants and agrees to commence the development ofthe Shopping
Center Project within Winery (90) days of the Shopping Center Project Commencement Date and to Complete
the Shopping Center Project within twenty four (24) months thereafter, subject to Section 9.10. For purposes
of this Agreement, the term "Complete" or "Completion" means (1) as to the "Ross", "CVS", and "990 Store"
Buildings, that a final certificate of occupancy (or City-designated equivalent) has been issued, and (2) as to
"A" and "B" and "Shop 1" and "Shop 2" Buildings, the completion of all exterior improvements consistent
with City requirements; the Developer shall not be required by this Agreement to obtain a certificate of
occupancy with respect to any tenant improvements to be constructed within the Shopping Center Project
5.2.1 Term. The covenants of this Section 52 shall become effective upon the Effective
Date and shall terminate upon the earlier of (i) the Completion of the Shopping Center Project, or (ii) the
fifteenth (15's) anniversary of the Effective Date of this Agreement
5.2.3 Covenants Run With the Land. The covenants set forth in Section 5.2 touch and
concern the Shopping Center Property, and every part thereof; and constitute covenants running with the
Shopping Center Property and every part thereof for the full term of each covenant as set forth in this Article
V. They may be enforced by the City through all available legal or equitable means, including injunctive
relief
5.3 Maintenance and Condition Covenant The Developer, for itself, its successors and assigns,
hereby covenants and agrees that the exterior areas of the Shopping CenterProperty which are subjectto public
view (e.g.: all improvements, paving, walkways, landscaping, and ornamentation) shall be maintained in good
repair and a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time
during the term of this Section 5.3 there is an occurrence of an adverse condition on any area of the Shopping
Center Property which is subject to public view in contravention ofthe general maintenance standard described
above (a "Maintenance Deficiency"), then the Agency shall notify the Developer in writing ofthe Maintenance
Deficiency and give the Developer, or the then-current owner of the applicable portion of the Shopping Center
Property if the Developer is no longer the owner of that portion of the Shopping Center Property which
contains the Maintenance Deficiency, thirty (30) days from the date of such notice to cure the Maintenance
Deficiency as identified in the notice. The words "Maintenance Deficiency" include, without limitation, the
following inadequate or non-confirming property maintenance conditions:
RiPUB"ARNRR1716287.11
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(i) failure to properly maintain the windows, structural elements, and painted exterior
surface areas of the commercial structures in a clean and presentable manner,
(ii) failure to keep the front and side yard areas of the commercial elements of the
Shopping Center Project free of accumulated debris, appliances, inoperable motor vehicles or motor vehicle
parts, or free of storage of lumber, building materials or equipment not regularly in use on the Shopping Center
Property, and
(iii) failure to regularly mow lawn areas or permit grasses planted in lawn areas to exceed
nine inches (9'� in height, or failure to otherwise maintain the landscaping of the commercial elements of the
Shopping Center Project in a reasonable condition free of weeds and debris.
In the event the responsible party fails to cure or commence to cure the Maintenance Deficiency within the
time allowed, the Agency may thereafter conduct a public bearing following transmittal of written notice
thereof to the Developer, or the then -current owner of the applicable portion ofthe Shopping Center Property if
the Developer is no longer the owner of that portion of the Shopping Center Property which contains the
Maintenance Deficiency, ten (10) days prior to the scheduled date of such public hearing in order to verify
whether a Maintenance Deficiency exists and whether the Developer, or the then -current owner of the
applicable portion of the Shopping Center Property if the Developer is no longer the owner of that portion of
the Shopping Center Property which contains the Maintenance Deficiency, has failed to comply with the
provision of this Section 5.3. lf� upon the conclusion of a public hearing, the Agency makes a finding that a
Maintenance Deficiency exists and that there appears to be noncompliance with the general maintenance
standard, as described above, thereafter the Agency shall have the right to enter the Shopping Center Property
and perform all acts necessary, to cure the Maintenance Deficiency, or to take other action at law or equitythe
Agency may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the
Agency for the abatement of a Maintenance Deficiency as authorized by this Section 53 shall become a lien on
the Shopping Center Property if the Maintenance Deficiency exists on the Shopping Center Property. If the
amount of the lien is not paid within thirty (30) days after written demand for payment by the Agency, the
Agency shall have the right to enforce the lien in the manner as provided in Section 5.3.1 below.
5.3.1 Lien Rights. The parties hereto further mutually understand and agree that the rights
conferred upon the Agency under this Section 5.3 expressly include the powerto establish and enforce alien or
other encumbrance against the Sbopping Center Property in the manner provided under Civil Code Sections
2924,2924b and 2924c in the amount as reasonably necessary to cure the Maintenance Deficiency, including
attorneys fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or
removal of graffiti and the collection of the costs of the Agency in connection with such action. In any legal
proceeding for enforcing such alien, the prevailing party shall be entitled to recover its attorneys' fees and costs
ofsuit. The provisions of this Section 5.3 shall be enforceable by the Agency in its discretion, cumulative with
any other rights or powers granted by the Agency under applicable law. Nothing in the foregoing provisions of
this Section 5.3 shall be deemed to preclude any party from making any alterations, additions, or other changes
to any structure or improvement or landscaping on the Shopping Cerner Property, provided that such changes
comply with the zoning and development regulations of the City and other applicable law.
5.3.2 Term. The covenants of this Section 5.3 shall become effective upon the Effective
Date of this Agreement and shall continue in full force and effect thereafter until the twentieth (20")
anniversary of the Effective Date.
RVPUBWVARNER 1716287.11
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5.3.3 Covenants Rim With the Land. The covenants set forth in this Section 5.3 touch and
concern the Shopping Center Property, and every part thereof and constitute covenants running with the
Shopping Center Property and every part thereof for the full term of each covenant as set forth in this Article
V. They may be enforced by the City through all available legal or equitable means, including injunctive
relief
5.4 Prohibited and Restricted Land Uses.
5.4.1 Prohibited Uses. On behalf of itself, its successors and assigns to all or anyportion of
the Shopping Center Property, Developer covenants and agrees that no part or portion of the Shopping Center
Project or Property shall be held, used, leased, sold, rented, assigned, transfected, or otherwise alienated to, for,
or by any use identified on the attached Exhibit "F-1" (each such use, a "Prohibited Use").
5.4.2 Non-Retail Restricted Uses. On behalf of itself; its successors and assigns to all or
any portion of the Shopping-Center Property, Developer covenants and agrees that no more than ten thousand
square feet (10,000 sq. ft) of the gross leaseable area of the Shopping Center Project or Property shall at any
one point in time be used, leased, sold, rented, assigned, transfected or otherwise alienated to, for, or by any of
the uses set forth on the attached Exhibit "F-2" (each such use, a "Restricted Use "). The foregoing
notwithstanding, however, the foregoing limitation shall not apply to any vacant Ieasable space within the
Shopping Center Project which satisfies all of the following conditions: (1) such space has been unoccupied
for a continuous ninety (90) day period, (2) the proposed use of such space is consistent with all then-current
City zoning and other land use requirements, (3) the proposed use is not a Prohibited Use, and (4) the
Developer demonstrates to the City s reasonable satisfaction that the Developer has exercised commercially
reasonable good faith efforts to lease such space to a use other than a Prohibited Use or a Restricted Use during
such ninety (90) day vacancy period at a rental rate no more than the fair market rental rate for, and on terms
no less favorable than, similar commercial space within the City.
5.4.3 Existine Leases. Nothing in this Section 5.4 shall require Developer to terminate the
tenancy of any lessee of the Shopping Center Property which is (or which may become pursuant to such
lessee's lease) a Prohibited Use or Restricted Use but which lawfully occupies its leasebold space pursuant to a
written lease which became effective no later than thirty (30) days prior to the Effective Date of this
Agreement. The Developer shall not extend any such leasehold term unless such extension maybe unilaterally
exercised by the lessee without Developers approval or consent.
5.4.4 Term. The covenants of this Section 5.4 shall become effective upon the Effective
Date and shall continue in effect thereafter for the entirety of the Sales Tax Term.
5.4.5 Covenants Rum With the Land The covenants set forth in this Section 5.4 touch and
concern the Shopping Center Property, and every part thereot; and constitute covenants running with the
Shopping Center Property and every part thereof for the full term of each covenant as set forth in this Article
V. They may be enforced by the City through all available legal or equitable means, including injunctive
relief.
5.5 Restaurant Completion Covenant The Developer, for itself; its successors and assigns, hereby
covenants and agrees that that portion of the Shopping Center Property identified as "Citrus Pad No. I" on the
Development Plan, shall as part of the Shopping Center Project, be developed for no purpose other than a sit-
down, full-service restaurant containing not less than four thousand (4,000) square feet of gross leasable area
As an example, but not in limitation, of the types of prohibited uses, in connection with the development of the
Shopping Center Project, Citrus Pad No. 1 shall not be developed as a fast food restaurant (e.g., McDonalds,
R M81 RVARNER 1716287.17
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Burger King) or a "quick serve/fast serve" restaurant (e.g., Farmer Boys).
5.5.1 Term. The covenants of this Section 5.5 shall become effective upon the Effective
Date of this Agreement and shall continue in full force and effect thereafter until the twentieth (20m)
amuversary of the Effective Date.
5.52 Covenants Run with the Land The covenants set forth in this Section 5.5 touch and
concern the Shopping Center Property, and every part thereof; and constitute covenants running with the
Shopping Center Property and every part thereof for the full term of each covenant as set forth in this Article
V. They may be enforced by the City through all available legal or equitable means, including injunctive
relief ARTICLE VI
DEFAULT AND REMEDIES
6.1 Event of Default Each of the following shall constitute an "Event of Default":
6.1.1 Failure by a party to comply with and observe any of the conditions, terms, or
covenants set forth in this Agreement, if such failure remains uncured thirty (30) days after written notice of
such failure from the non -defaulting partyto the defaulting party with respect to a default that cannot be cared
within thirty (30) days, if the defaulting party fails to commence such cure within such thirty (30) dayperiod
or, thereafter, fails to diligently and continuously proceed with such cure to completion. However, if a
different period, notice requirement, or remedy is specified under anyother section of this Agreement, then the
specific provision shall control.
6.1.2 Any representation or warranty contained in this Agreement or in any application,
financial statement invoice, certificate, or report submitted pursuant to this Agreement proves to have been
incorrect in any material respect when made.
6.2 Remedies as Between City and Developer. It is acknowledged by the City and the Developer
that the City would not have entered into this Agreement if it was to be liable in monetary damages under this
Agreement, or with respect to this Agreement or the application thereof In general, the City and the
Developer may pursue any -remedy at law or equity available for the breach of anyprovision of this Agreement,
including consequential damages, except that the City shall not be liable in monetary damages to the
Developer, or to any successor in interest of the Developer, or to any other person, and the Developer
covenants not to sue for damages or claim any damages:
6.2.1 For any breach of this Agreement or for any cause of action that arises out of this
Agreement; or
6.22 For the taking, impairment or restriction of any right or interest conveyed orprovided
under or pursuant to this Agreement; or
6.2.3 Arising out of or connected with any dispute, controversy or issue regarding the
application or interpretation or effect of the provisions of this Agreement-
RYPUMVARNER716287.11
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6.3 Remedies as Between AaencvandDeveloper. The Agency and the Developer maypursueany
remedy at law or equity available for the breach of any provision of this Agreement, excluding consequential
damages.
6.4 Specific Performance as Between Ciry and Developer. The City and the Developer
acknowledge that money damages and remedies at law generally are inadequate and specific performance and
other non -monetary relief are particularly appropriate remedies for the enforcement of the City�s and the
Developer's respective obligations under this Agreement and should be available to the City and the Developer
for the following reasons:
6.4.1 Money damages are generally unavailable against the City.
6.42 Due to the size, nature and scope of the Shopping Center Project, it may not be
practical or possible to restore the Shopping Center Property to its natural condition once implementation of
this Agreement has begun. After such implementation, the Developer maybe foreclosed from other choices it
may have had to utilize the Shopping Center Property or portions thereof. The Developer has invested
significant time and resources and performed extensive planning and processing of the Shopping Center
Project in agreeing to the terms of this Agreement and will be investing even more significant time and
resources in implementing the Shopping Center Project in reliance upon the terms of this Agreement, and it is
not possible to determine the sum of money that would adequately compensate the Developer for such efforts.
6.5 Developer Right To Terminate Prior To Receipt of Street Improvements Reimbursement.
Prior to the Developer's receipt of any disbursement of the Street Improvements Reimbursement, the
Developer shall have the right to terminate this Agreement for convenience without cost, expense or liability to
any Party.
6.6 Rights and Remedies Rights and Remedies Not Exclusive. Unless prohibited by law or
otherwise provided by a specific term of this Agreement, the rights and remedies of the parties under this
Agreement are nonexclusive and all remedies under this Agreement may be exercised individually or
cumulatively. Upon any party's Event of Default, in addition to those remedies expressly granted in this
Agreement, the parties shall also have the right to seek all other available legal and equitable remedies,
including, without implied limitation, general and consequential damages.
6.7 No Cross -Defaults. The Developer's obligations arising out of the Covenants, Conditions and
Restrictions are separate and distinct from the obligations arising out of this Agreement, and the Developer's
breach of the Covenants, Conditions and Restrictions shall not be deemed a breach or default of this
Agreement
ARTICLE VII
LITIGATION
7.1 Third Party Lineation Concerning Agreement Unless this Agreement is terminated as
described below, the Developer shall defend, at its expense, including attorneys' fees, indemnify, and bold
harmless the City and the Agency, their agents, officers and employees from any actual or alleged claim, action
or proceeding against the City or the Agency, their agents, officers, or employees to attack, set aside, void, or
annul the approval of this Agreement or the approval of any entitlement or permit granted pursuant to this
Agreement. Within fifteen (15) days from its receipt of formal notice thereof; the City and/or the Agency shall
promptly notify the Developer in writing of any such claim, action, or proceeding and the City and the Agency
RVPUBIKVARNER1716287.11
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shall reasonably cooperate in the defense. The City and the Agency may in their discretion participate in the
defense of any such claim, action, proceeding or determination. ination. Within fifteen (15) days following its receipt
of the above-descnbed City's and/or Agencies notice, the Developer shall notify the City and Agency in writing
that the Developer has irrevocably elected to either. (i) undertake its defense and indemnity obligations as
herein set forth, or (ii) terminate this Agreement without cost, expense or liability to any Party, provided,
however, that if Developer has received any portion ofthe Street Improvements Reimbursement the Developer
shall not have the right to terminate this Agreement
7.2 Environmental Assurances. The Developer shall indemnify and hold the City, its officers,
agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of the
Developer, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and
independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to
industrial hygiene or to environmental conditions on, under or about the real property underlying the Street
Improvements that existed as of the date of acceptance of the Street Improvements, including, but not limited
to, soil and groundwater conditions, and the Developer shall defend, at its expense, including attorneys' fees,
the City, its officers, agents and employees in any action based or asserted upon any such alleged act or
omission. The City may in its discretion participate in the defense of any such action.
7.3 Aporoval of Attorn . With respect to Sections 7.1 and 7.2 herein, the City and the Agency
reserve, the right to either. (i) approve the attomey(s) that the Developer selects, hires or otherwise engages to
defend the indemnified the Agency and/or City hereunder, which approval shall not be unreasonably withheld,
or (ii) conduct its own defense; provided, however, that the Developer shall reimburse the Agency and/or City
forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing
and accounting therefor.
7.4 Survival. The provisions of Sections 7.1 through 7.3; inclusive, shall survive the termination
of this Agreement
ARTICLE VIII
MORTGAGEE PROTECTION
8.1 The parties hereto agree that this Agreement shall not prevent or limit the Developer, in any
manner, at the Developer's sole discretion, from encumbering the Shopping Center Property or any portion
thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing
with respect to the Shopping Center Property that is junior to Developers obligations under this Agreement
The City and the Agency acknowledge that the lenders providing such financing may require certain
Agreement interpretations and modifications and agrees upon request, from time to bme,'to meet with the
Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or
modification. The City and the Agency will not unreasonably withhold their consent to any such requested
interpretation or modification provided such interpretation or modification is consistent with the intent and
proposes of this Agreement and provided further that no term, condition or covenant of this Agreement is made
subordinate to the rights or interests of such lenders. Any mortgagee of the Shopping Center Property shall be
entitled to the following rights and privileges:
8.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat,
reader invalid, diminish or impair the lien of any mortgage on the Shopping Center Property made in good
faith and for value, unless otherwise required by law.
25
8.1.2 The mortgagee of any mortgage or deed of trust encumbering the Shopping Center
Property, or any part thereof, which mortgagee, has submitted a request in writing to the City and the Agency
in the manner specified herein for giving notices, shall be entitled to receive written notification from the City
and the Agency of any default by the Developer in the performance of the Developer's obligations under this
Agreement
8.1.3 If the City or the Agency timelyreoeives a request from a mortgagee requesting a copy
of any notice of default given to the Developer under the terms of this Agreement, the City or the Agency, as
the case maybe, shall provide a copy of that notice to the mortgagee within ten (10) days of sending the notice
of default to the Developer. The mortgagee shall have the right, but not the obligation, to cure the default
during the remaining cure period allowed such party under this Agreement
8.1.4 Any mortgagee who comes into possession of the Shopping Center Property, or any
part thereof pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall
take the Shopping Center Property, or part thereof subject to the terms of this Agreement-
8.2
greement
82 Estoppel Certificates. Within thirty (30) days following Developer's written request, the
Agency shall execute, acknowledge and deliver to the Developer and/or to any mortgagee, its certificate
certifying. (a) that this Agreement is unmodified and in full force and effect (or, if there have been
modifications, that this Agreement is in full force and effect, as modified, and stating the modifications), and
(b) whether, to the Cit}?s and Agency's actual current knowledge, there are then existing any defaults by the
Developer in the performance or observance by the Developer of any agreement, covenant or condition hereof
on the part of the Developer to be performed or observed and whether any notice has been given to the
Developer of any default which has not been cured (and, if so, specifying the same). Any such certificate may
be relied upon by a mortgagee or trustee under a deed of trust encumbering the Shopping Center Property or
any part thereof.
ARTICLE 1X
MISCELLANEOUS PROVISIONS
9.1 Recordation of Aereement. This Agreement and any amendment or cancellation thereof shall
be recorded with the Los Angeles County Recorder by the Clerk of the City Council within ten (10) days after
the Effective Date. If the parties to this Agreement or their successors in interest amend or cancel this
Agreement, or if the City or the Agency terminates or modifies this Agreement as provided herein for failure of
the Developer to comply in good faith with the terms and conditions of this Agreement, the City Clerk shall
have notice of such action recorded with the Los Angeles County Recorder.
9.2 Enure Agreement This Agreement sets forth and contains the entire understanding and
agreement of the parties, and there areno oral or written representations, understandings or ancillarycovenants,
undertakings or agreements that are not contained or expressly referred to herein. No testimony or evidence of
any such representations, understandings or covenants shall be admissrble in any proceeding of any kind or
nature to interpret or determine the terms or conditions of this Agreement
9.3 Severabiiiri. if any term, provision, covenant or condition of this Agreement shall be
determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected therebyto the
extent such remaining provisions are not rendered impractical to perform taking into consideration the
RYPUBIL'YARNER1716257.11
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purposes of this Agreement Notwithstanding the foregoing, the terms of this Agreement concerning of the
Street Improvements and the Local Sales Tax Revenues are essential elements of this Agreement and neither
the City or the Agency would not have entered into this Agreement but for such provisions, and therefore in the
event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null
and void and of no force and effect whatsoever.
9.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be
governed and interpreted in accordance with the procedural and substantive laws of the State of California,
without regard for conflict of laws principles. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the Wile of
construction to the effect that ambiguities are to be resolved against the draflingparty shall not be employed in
interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation
hereof.
9.5 Section Headings. All section beadings and subheadings are inserted for convenience only
and shall not affect any construction or interpretation of this Agreement
9.6 Singular and Plural. As used herein, the singular of any word includes the plural.
9.7 Incorporation of Recitals. The Recital set forth in this Agreement are incorporated into this
Agreement
9.8 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this
Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party,
shall not constitute a waiver of such patty's right to insist and demand strict compliance by the other party with
the terms of this Agreement thereafter.
9.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection
and benefit of the parties and their successors and assigns. No other person shall have any right of action based
upon any provision of this Agreement.
9.10 Extensions and Delays; No Excuse Due to Economic Changes. Time is of the essence in the
performance of the obligations of the City, the Agency and the Developer under this Agreement In addition to
specific provisions of this Agreement, providing for extensions of time, times for performance under this
Agreement shall be extended where delays in performance are due to war, terrorism, insurrection; any form of
labor dispute; lockouts; riots; floods; earthquakes; fires; acts of God or ofthird parties; third party litigation or
orders and judgments of courts of competent jurisdiction; acts of a public enemy, acts of governmental
authorities; epidemics; quarantine restrictions; and freight embargoes (collectively, "Enforced Delays';
provided, however, that the parry claiming the extension notify the other parties of the nature of the matter
causing the default; and, provided further, that the extension of time shall be only for the period of the
Enforced Delay. In no event shall any party to this Agreement be deemed to be in default under this
Agreement because of an Enforced Delay. The Developer expressly acknowledges and agrees that changes in
the general economic conditions or changes in its economic assumptions which may have provided a basis for
its entering into this Agreement and undertaking the obligations under this Agreement described, or legislative
changes of a similar or dissimilar We are not Enforced Delays and do not provide grounds for asserting the
existence of an Enforced Delay. Developerexpressly assumes the risk that changes in general economic
conditions, in its economic assumptions relating to the terms and covenants of this Agreement, or of legislative.
RVFUBWVARNERVJ 6187.11
27
enactments, could impose an inconvenience or hardship on Developer's continued performance under this
Agreement, but that such inconvenience or hardship is not an Enforced Delay and does not excuse Developer's
performance under this Agreement
THE DEVELOPER EXPRESSLY AGREES THAT ADVERSE CHANGES INECONOMIC CONDITIONS,
EITHER OF THE DEVELOPER SPECIFICALLY OR THE ECONOMY GENERALLY, CHANGES IN
MARKET CONDITIONS OR DEMANDS, OR ADVERSE LEGISLATIVE ENACTMENTS AFFECTING
THE DISTRIBUTION OF SALES TAX REVENUES WITHOUT THE BENEFIT OF OFFSETTING
REVENUES SHALL NOT BE AN ENFORCED DELAY OR OPERATE TO EXCUSE OR DELAY THE
STRICT AND TRAELYPERFORMANCE OF EACH AND EVERY OBLIGATION AND COVENANT OF
DEVELOPER ARISING UNDER THIS AGREEMENT. THE DEVELOPER EXPRESSLY ASSUMES
THE RISK OF SUCH ADVERSE ECONOMIC, MARKET OR LEGISLATIVE CHANGES, WHETHER
OR NOT IN EXISTENCE OR FORESEEABLE AS OF THE EXECUTION OF THIS AGREEMENT BY
THE DEVELOPER.
Developer's Initials
9.11 Mutual Cov ants. The covenants contained herein are mutual covenants and also constitute
conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be
performed hereunder by such benefited parry.
9.12 Successors in Interest The burdens of this Agreement shall be binding upon, and the benefits
of this Agreement shall inure to, all successors in interest to the parties to this Agreement All provisions of
this Agement shall be enforceable as equitable servitudes and constitute covenants running with the land.
Each covenant to do or refrain from doing some act hereunder with regard to development of the Shopping
Center Property: (i) is for the benefit of and is a burden upon every portion of the Shopping Center Property;
(ii) tuns with the Shopping Center Property and each portion thereof; and (iii) is binding upon each party and
each successor in interest during ownership of the Shopping Center Property or any portion thereof.
9.13 Execution in Counterparts. Each person executing this Agreement on behalf ofthe Developer
warrants and represents that he or she each have the authority to execute this Agreement on behalf of his or her
corporation, partnership or business entity and warrants and represents that he or she has the authority to bind
the Developer to the performance of its obligations hereunder. This Agreement may be executed in three (3) or
more counterparts, each of which shall be deemed an original, and all of which shall constitute but one (1) and
the same instrument
9.14 Obligations ofthe City and the Agency are Separate and Distinct The City's obligations and
the Agency's obligations under this Agreement are separate and distinct
9.15 Shopping Center Project as a Private Undertaldn . It is specificallyunderstood. and agreed by
and between'the parties bereto that the development of the Shopping Center Project is a private development,
that no parry to this Agreement is acting as the agent of the other in any respect hereunder, and that each party
to this Agreement is an independent endent contracting entity with respect to the terms, covenants and conditions
contained in this Agreement No partnership, joint venture or other association of any kind is formed by this
Agreement The only relationship between the Cityand the Developer is that of a government entity regulating
the development of private property and the owner of such property.
RVPUBWVARNEW162S7.11
91
9.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide
reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations
under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request ofeitherparty
at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required,
and file or record such required instrimments and writings and take any actions as may be reasonablynecessary
under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to
evidence or consummate the transactions contemplated by this Agreement.
9.17 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the
exercise by the City or the Agency of their respective powers of eminent domain with respect to the Shopping
Center Property or Shopping Center Project or any other property owned by Developer.
9.18 Attorneys' Fees. In the event ofthe bringing of an arbitration, action or suit bya party against
another party by reason of anybrea^,h of any of the covenants or agreements or any intentional inaccuracies in
any of the representations and warranties on the part of the other parry arising out of this Agreement or any
other dispute between the parties concerning this Agreement then, in that event, the prevailing party in such
action or dispute, whether by final judgment or arbitration award, shall be entitled to have and recover of and
from the other party all costs and expenses of suit or claim, including reasonable attorneys' fees and expert
witness fees. Any-judgment, order or award entered in any final judgment or award shall contain a specific
provision providing for the recovery of all costs and expenses of suit or claim, including reasonable attorneys'
fees and expert witness fees (collectively, "Costs') incurred in enforcing, perfecting and executing such
judgment or award. For the purposes of this Section 9.18, Costs shall include, without implied limitation,
attorneys' and experts' fees, costs and expenses incurred in the following: (i) post judgment motions and
appeals, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third party examination; (iv)
discovery, and (v) bankruptcy litigation. This Section 9.19 shall survive any termination of this Agreement.
9.19 Informal Dispute Resolution. The parties shall attempt in good faith to resolve any
differences, controversy or claim arising out of or relating to this Agreement promptly by negotiations between
senior officials of the parties who have authority to settle the difference or controversy. The disputing party
may give the other Party written notice that a dispute exists between them so that the provision of Sections
9.19.1 and 9.19.2 shall apply ("Dispute Notice").
9.19.1 Within twenty (20) days after receipt of a Dispute Notice, the receiving parry shall
submit to the disputing party a written response. The Dispute Notice and response shall include: (i) a statement
of each Party's position and a summary of the evidence and arguments supporting its position, and (ii) the
name and title of the official who shall represent that party. The senior officials shall meet at a mutually
acceptable time and place or by telephone conference within thirty (30) days of the date of the Dispute Notice,
and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to
resolve the dispute. In the event any party fails to provide a response to a Dispute Notice in accordance with
this section or fails to cooperate in the scheduling of or to attend, the meetings, described above, to resolve the
dispute, then, with respect to that parry, the Resolution Period shall be deemed to have run so that the dispute
may immediately be subject to arbitration in accordance with Section 9.19.2.
9.19.2 If the matter has not been resolved pursuant to Section 9.19.1 withinninety (90) days
of the date of the Dispute Notice ("Resolution Period"), (which period maybe extended bymutual agreement),
or if any party will not participate in such procedure, the dispute shall be submitted to non-binding arbitration
in Los Angeles County, California, in accordance with the AAA Rules. Each Party to such dispute shall
RiPUBI KYARNER1716287.11
29
appoint an arbitrator, and such arbitrators shall appoint an additional arbitrator. If, within thirty (30) days
following the expiration of the Resolution Period, anyparty has not appointed an arbitrator, the AAA shall, at
the request of the other party, appoint an arbitrator on that parry's behalf.
below.
IN WITNESS WHERFOF, the parties hereto have executed this Agreement on the last date set forth
.1f
[Signatures on Following Pages)
30
SIGNATURE PAGE
TO
STATUTORY DEVELOPMENT AGREEN ENC
AND
OWNER PARTICIPATION AGREEMENT
"Landlord"
JAR -University Commons LLC .
a California limited liability company
By: Francis -University Commons LLC,
Date. 0a c 6? a California limited liability company,
Manager
RVPUBIEVAP,%Mk716287.11
31
By: Richard B. Francis LLC,
A California limited liability company,
Manager
BY:
Name: J Francis
Its: anager
NOTARY ACKNOWLEDGMENT
(Califomia All -Purpose Acknowledgment)
STATE OF au / A )
ss.
COUNTY OF S S )
On fp ` a oD3 �,, j
I� ,t W�7j 2�beforeme, Il � L/47 I iP�/Af'l/,notarypublic,
personally appeared 1� i ! Uk 1C , f'7 (%w l� 5 personally known to me (w preyed
on o be the person(s) whose name(s) is/a a subscribed to
the within instrument and acknowledged to me that helsk Ahey executed the same in his/he ir-
authorized capacity(ies), and that by his/beMheir signature(s}on the instrument the petson(4 or the
entity upon behalf of which the person(s) acte ecu the instrument.
WITNESS my hand
Signature
ATTACHED TO:
RVPUBLCYARNERl716287.11
SIGNATURE PAGE
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
ATTEST:
By
City Clerk
APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
By j4 yL 2t/ I .6 dllzt.&'w<
City Attorney
RtPUBXVARNER1716287.11
32
THE CITY OF AZUSA,
a California municipal corporation
/ F. M Delacb
City Manager
NOTARY ACKNOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF )
ss.
COUNTY OF
On 200 before mey1/tziC G O Zc i1 D notarypubliq
personally appeared t D.�LaCL,Od;WAO�personallylmowntome (or proved
to me on the basis of satisfactory evidence) to be the persono whose name ares cnbed to
the within instrument and acknowledged to me thatpe she/they executed the same in ier/their
authorized capacity( i ), and that by his/her/their signature on the instrument the perso), or the
entity upon behalf of which the person(. acted, executed the instrument.
WITNESS my hand and official seal.
�1"- �
Signature of Notary Public
AT TO:
CANDACE TOSCANO
Commisda tf 7417186
-a Notary Pubfio - Ca I rnto
Los Angeles County
My Comm. Exphes May1 y 2007
RVPUB lKVARNER I X16187.1 l
r
SIGNATURE PAGE
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
AGENCY:
THE REDEVELOPMENT AGENCY OF
THE CITY OF AZUSA,
a public body, corporate and politic
Date: G — / /' 0 7 By. Z&
,'F. M. Delach
Executive Director
ATTEST:
44 BY
Agency Secretary `
APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
By. tel✓ 9•
Agency Counsel
R IPUBWYARAUM16287.11
33
NOTARY ACKNOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF Oa (FO(2ljtz�- )
} ss.
COUN'T'YOFLos NOPItoS )
7e
On rp (? I clt rLa oil . ?AO befr
personally appeared t- V( De LE6�-b( EeC2 iQ personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose namei(e subscribed to
the within instrument and acknowledged to me tha&she/theyexecuted the same iLhhoher/their
authorized capacity(�}`, and that b3(pier/their siguaiurexon the instrument the person�or the
entity upon behalf of which the person( aeted, executed the instrument
WITNESS my hand and official seal -
Signature of Notary Public
ATTACHED TO:
CANDACETOSCANO `
Commission 9 1417186
-o... Notary Public - calitomio
Los Angeles County
QMy Comm. Uplres May 12, 2007
R VP VB LCURNal 716287.11
v
EXI]IBIT "A-1"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Legal Description of the Vacant Property)
Xju
RVPUBLIMAPNERIV 6287.11
PARCEL 2
COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL I SOUTH 46°10'53"
EAST A DISTANCE OF 173.26 FEET; THENCE SOUTH 00000'56" EAST A
DISTANCE OF 287.99 FEET TO THE TRUE POINT OF BEGINNING; THENCE
LEAVING SAID WESTERLY LINE SOUTH 71055'32" EAST A DISTANCE OF
176.87 FEET TO THE BEGINNING OF A 420.0.0 FOOT RADIUS NON -TANGENT
CURVE, CONCAVE EASTERLY, A RADIAL TO SAID POINT BEARS NORTH
80110'45" '\VEST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 09053'57", AN ARC LENGTH OF 72.56 FEET;
THENCE SOUTH 00004'42" EAST A DISTANCE OF 100.10 FEET TO THE
BEGINNING OF A 436.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;
THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 76035'22", AN ARC LENGTH OF 103.24 FEET, A RADIAL
TO SAID POINT BEARS SOUTH 76°30'40" EAST; THENCE NORTH 89°58'40"
EAST A DISTANCE OF 55.26 FEET; THENCE SOUTH 7I°51'20" EAST A
DISTANCE OF 311.98 FEET; THENCE SOUTH 35°55'40" EAST A DISTANCE OF
69.85 FEET; THENCE SOUTH A DISTANCE OF 23.83 FEET; THENCE SOUTH
06039'32" EAST A DISTANCE OF 102.00 FEET; THENCE SOUTH 00°00' 10" WEST
A DISTANCE OF 127.14 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID
PARCEL 1 OF PARCEL. MAP 14845; THENCE ALONG SAID SOUTHERLY LINE
NORTH 89058'36" WEST A DISTANCE OF 151.63 FEET TO THE
SOUTITEASTERLY CORNER OF PARCEL 2 OF SAID PARCEL MAP 14845;
THENCE CONTINUING ALONG THE SOUTHERLY LINE OF SAID PARCEL 2
NORTH 89058'36" WEST A DISTANCE OF 402.80 FEET TO THE
SOUTHWESTERLY CORNER OF SAID PARCEL 2; THENCE ALONG THE
WESTERLY LINE OF SAID PARCEL 2'NORTH 00000'56" NEST A DISTANCE OF
447.38 FEET TO THENORTHWESTERLY CORNER OF SAID PARCEL 2; THENCE
CON M,TUING ALONG SAID WESTERLY LINE OF PARCEL 1 NORTH 00°00'56_;
WEST A DISTANCE OF 28286 FEET TO THE TRUE POINT OF BEGINNING,:.:~_?.,:;.
CONTAINING 5.7773 ACRES GROSS.
fjc p(`_ti
EXIMIT "A-2"
TO -
STATUTORY DEVELOPMENT AGREEMEri"P
AND
OWNER PARTICIPATION AGREEMENT
(Legal Description of the Shopping Center Property)
EXHIBIT "A-2"
RVPUBIKVARNERI 71M 7.11
_
P,40F 1 OF 2
PORTIONS OF PARCELS I AND 2OF PARCEL MAP 14845 RECORDED IN BOOK
153, PAGES I THROUGH 5 OF PARCEL, MAPS, FILED IN THE OFFICES OF THE
COUNTY RECORDER OF THE COUNTY OF LOS ANGLES, STATE OF
CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS AND
ILLUSTRATED ON EXHMIT B ATTACHED HERETO AND MADE A PART OF
THIS DOCUMENT:
PARCEL
REGINNMG AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1;
THENCE ALONG THE WESTERLY LINE OF SAD) PARCEL 1 SOUTH 46010'53"
EAST A DISTANCE OF 173.26 FEET; THENCE SOUTH 00°00'56" EAST A
DISTANCE OF 287.99 FEET; THENCE LEAVING SAID WESTERLY LINE SOUTH
71055'32" EAST A DISTANCE OF 176.87 FEET TO THE BEGINNING OF A 420.00
FOOT RADIUS NON -TANGENT CURVE, CONCAVE EASTERLY, A RADIAL TO
SAID POINT BEARS NORTH 80°10'45" WEST; THENCE SOUTHERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 09053'57, AN
ARC LENGTH OF 72.56 FEET; THENCE SOUTH 00°04'42" EAST A DISTANCE OF
100,10 FEET TO THE BEGINNING OF A 436.00 FOOT RADIUS CURVE,
CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 76°35'22", AN ARC LENGTH OF
103.24 FEET, A RADIAL TO SAID POINT BEARS SOUTH 76°30'40" EAST;
THENCE NORTH 89058'40" EAST A DISTANCE OF 55.26 FEET; THENCE SOUTH
71051'20" EAST A DISTANCE OF 311.98 FEET; THENCE SOUTH 35055'40" EAST
A DISTANCE OF 69.85 FEET; THENCE SOUTH A DISTANCE OF 23.83 FEET;
THENCE SOUTH 06°39'32" EAST A DISTANCE OF 102.00 FEET; THENCE
SOUTH 00000'10" WEST A DISTANCE OF 127.14 FEET TO A POINT ON THE
SOUTHERLY LINE OF SAID PARCEL 1 OF PARCEL MAP 14845; THENCE
ALONG SAID SOUTHERLY LINE SOUTH 89058'36" EAST A DISTANCE OF
476.49 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 1, SAID
POINT LYING ON THE WES"I EY RIGHT-OF-WAY OF CITRUS AVENUE;
THENCE ALONG SAID WESTERLY RIGHT-OF-WAY NORTH 00001'24" EAST A
DISTANCE OF 779.16 FEET TO THE BEGINNING OF A 15.OD FOOT RADIUS
CURVE, CONCAVE SOUTHWESTERLY; THENCE LEAVING SAID WESTERLY
RIGHT-OF-WAY NORTHWESTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL. ANGLE OF 81014'47", AN ARC LENGTH OF 21.17 FEET
TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY OF ALOSTA AVENUE,
SAID POINT LYING ON A 2300.00 FOOT RADIUS REVERSE CURVE, CONCAVE
NORTHEASTERLY, A RADIAL TO SAID POINT BEARS SOUTH 08°46'3T' WEST;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 24021'56", AN ARC LENGTH OF 978.10 FEET TO THE
BEGINNING OF A 15.00 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY,
PAGE 2 Of 2
A RADIAL TO SAID POINT BEARS SOUTH 33°08'33" WEST; THENCE LEAVING
SAID SOUTHERLY RIGHT-OF-WAY OF ALOSTA AVENUE WESTERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33°09'29", AN
ARC LENGTH OF 8.68 FEET; THENCE SOUTH 89°59'04" WEST A DISTANCE OF
229.10 FEET TO THE POINT OF BEGINNING.
CONTAINING 16.9279 ACRES GROSS.
-T.PO.B. - Pa 1
POC -Pa2
5_i30B_iY2VII9
N995904 E
76.46' C4
��
\ 6168'
34 61'
LEGAL PESCRIP77ON
PARCELS 1 AND 2 AS SHOMV ON PARCEZ
MAP 1N BOOK 153 PACES 15 RECORDED
IN THE COUNTY OF LOS AN02ES.
CURIE TABLE
NO.
DELTA
RA0111S
LfNG711
C1
095357"
420.00'
72.55'
02
763522"
436.00'
103.24'
C3
242156`
2300.09'
97910'
C4
33x929"
1500'
8.69'
05
817447"
1500
21.17'
C6 I
31:34'
2250.00'
100240'
-T.PO.B. - Pa 1
POC -Pa2
5_i30B_iY2VII9
N995904 E
76.46' C4
��
\ 6168'
34 61'
LEGAL PESCRIP77ON
PARCELS 1 AND 2 AS SHOMV ON PARCEZ
MAP 1N BOOK 153 PACES 15 RECORDED
IN THE COUNTY OF LOS AN02ES.
LEGEND
P.O.C. POINT OF i5'OWM-7VCi5VfWT
T.P.O.B. TRUE PO1NT OF BEGINNING
c — — — EX/STING PARCLZ L1NE
PROPOSED PARCLZ L/A
77.31'
Fiahael D. Levii
Exp. 6-30-07
73737471 MIMIM-TSa FT. ' IFOF CA1�4�`
rPO.B. 16.9179 !, 70MINET AOFES
PGY 2 15 8624 -021 -Old O1L; 021 23.54' C5 I 2 = SHEET 2
FOR GENERAL
lla�N607_O_AS_ oh \ c� NOTES
N f� ` ��` ( EASEMENT
185.37' 184.25' 9 LEGEND ND
/6
d
3v QR'
A'�i��¢6 3iiy8 o`sy BGY/N0.4RY ,�
E�7SlING € ?8
BOUNDARY
} PARCEL Z f^ a N06;T9a2%Y
251,659.97 W=1
NET so f7. o �
5 777 MOSSAET AMES I =
8ff2�f-O21-016. MOV070E
I /f5>s�' Ij127.14'
ZON/NG 189:58361Y 10W..9Z
ZONING PER PE CITY O'" AZIISA'S PUMAG &7AFMWT. Zoll,
ZONING FOR THIS SITE" IS IN 77C 6 IIERSI7Y DISTRICT
234.22
LINE TABLE
NO.
BEAR/NG
LEMON
L1
NB956'40 E
55.26'
L2
N355540"W
69.85'
L3
NORTH
23.83'
14
N467053"W
173.26'
L5
N7155'32"W
176.87
L6
N000442V
100.19'
LEGEND
P.O.C. POINT OF i5'OWM-7VCi5VfWT
T.P.O.B. TRUE PO1NT OF BEGINNING
c — — — EX/STING PARCLZ L1NE
PROPOSED PARCLZ L/A
77.31'
Fiahael D. Levii
Exp. 6-30-07
73737471 MIMIM-TSa FT. ' IFOF CA1�4�`
rPO.B. 16.9179 !, 70MINET AOFES
PGY 2 15 8624 -021 -Old O1L; 021 23.54' C5 I 2 = SHEET 2
FOR GENERAL
lla�N607_O_AS_ oh \ c� NOTES
N f� ` ��` ( EASEMENT
185.37' 184.25' 9 LEGEND ND
/6
d
3v QR'
A'�i��¢6 3iiy8 o`sy BGY/N0.4RY ,�
E�7SlING € ?8
BOUNDARY
} PARCEL Z f^ a N06;T9a2%Y
251,659.97 W=1
NET so f7. o �
5 777 MOSSAET AMES I =
8ff2�f-O21-016. MOV070E
I /f5>s�' Ij127.14'
ZON/NG 189:58361Y 10W..9Z
ZONING PER PE CITY O'" AZIISA'S PUMAG &7AFMWT. Zoll,
ZONING FOR THIS SITE" IS IN 77C 6 IIERSI7Y DISTRICT
234.22
Ah
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65.95'
IOU
LU
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- -
—40.00'
284.68'
0
200
400
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STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Map of the Vacant Properly)
RVPUBV:VAIN&R1716287.11
ENGINEERING
b
VACANT PROPERTY
EXHIBIT
B-1
EJHMIT `B-2"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Map of the Shopping Center Property)
11:
RYFU8 ),ARNERV16287.11
1�asSHOPPING CENTERS �iarr
ENGINEERING B'2
EXMBTT "C -i"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Development Plan for Shopping Center Project)
Tentative Parcel Map No. 68355
Code Amendment ZCA-222 and Z-2006-01
Design Review No. DR 2006-02 and 2006-103
Minor Use No.(s) MUP 2006-27 (offsite sale of liquor - Building "C-)
13:0:1%RIAM1i
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RVPVBI DXRNER {776287.T I
EXMIT "D-1"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Description of Street Improvements)
EXHIBIT D -I
DESCRIPTION OF STREET IMPROVEMENTS
Roadway improvement shall consist of the Engineering, Construction
Management and Construction of a dedicated roadway extension of Fenimore Ave.
on the south, northerly to and including a join with Alosta Ave. Engineering and
construction shall be performed and completed to the approval of the City
Engineer.
Work shall include but not be limited to the construction of the following:
Curb, gutter, sidewalk, asphalt concrete pavement, base material, grading and
excavation of the roadway, street ligbts, signage, pavement markings and signage,
Sanitary Sewer, Water Distribution, Cas, Eleenieal, Cable TV, street trees,
landscaping and other appurtenances for proper development of the Project.
Engineering and Construction Criteria:
1. Engineering and Construction shall be performed in accordance with the
Standard Specifications for Public Works Construction, latest edition.
2. Standard Plans of the City of Azusa, including R-1, Street Sections.
3, The Standard Plans for Public Works Construction.
4. Roadway width shall be approved by the Los Angeles County Fire
Department
S. Engineering shall include a smooth transition from existing Fenimore Ave.
(46 feet wide curb to curb) on the south to an approved width ( 36 feel wide
curb to emt or a width w approved by L.A.Ce. Hire Department).
6. Roadway alignment shall provide for maneuverability and turning radii for
trucks servicing the Foothill Center.
7. Signage and traffic striping shall be in accordance with the Manual on
Uniform Trnffcc Control Devices.
See attached Drawing D-1 A.
4.111 1111
RVPf7BTJ'ARNER17I6287.11
� 1
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OR'NER PARTICIPATION AGREEMENT
(Map Depicting Location of Street Improvements)
R VP UB I KT IARNER 171628 7 11
FOOTHILL CENTER
R/W R/W
52'
.*, Cg May be 30'wf cer'{'ai" 1000410 s
—B=3G' if gPPrwed 1n writ r� �y�Jkc°Fp)
� f
(MAY VARY) (MAY VARY)
a
Iv
3 y
T�
TO BE APPROVED BY LOS ANGELES COUNTY FIRE DEPARTMENT
PAVEMENT THICKNESS TO BE DETERMINED FROM SO R INVESTIGATION .
MINIMUM, 3' ASPHALT CONCRETE OVER 4^ CRUSHED AGGREGATE BASE
PROPOSED EXTENSION
FENIMORE AVENUE
�. EXHIBIT D-tA
it
REF: CITY STANDARD PLAN R-1
F.Imm
env sna�i�
EXHIBIT "E"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Covenants, Conditions & Restrictions)
RVPVBWVARNER 1716187.11
Recorded at request of:
City of Azusa
When recorded return to:
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702-1395
Attention: City Clerk
Space Above for Use by Recorder Only
Exempt from Recording Fees Per Gov't Code §27383
THE CITY OF AZUSA
AND
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
DECLARATION
OF
OR'NER OCCUPANCY COVENANTS, CONDITIONS AND RESTRICTIONS
THIS DECLARATION OF OWNER OCCUPANCY COVENANTS, CONDITIONS, AND
RESTRICTIONS (this "Declaration") is dated as of J)acmhtr 4,1-006 , and entered into by and among
JAR -UNIVERSITY COMMONS, LLC, a California limited liability company ("Developer"), the CITY OF
AZUSA, a California municipal corporation ("City') and the REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA, a public body corporate and politic ("Agency"), with reference to the following recited facts
(each, a "Recital'):
RECITALS
A. The city council of the City ("City Council") approved and adopted the redevelopment plan
("Redevelopment Plan') for the redevelopment project area known as the "Merged Central Business District
Redevelopment Project Area" ("Project Area").
B. The governing board of the Agency ("Governing Board') has adopted an implementationplan
("Implementation Plan") for the Redevelopment Plan and is engaged in activities necessary to execute and
implement the Redevelopment Plan pursuant to California Community Redevelopment Law (Health and Safety
Code Section 33000 et seg.) ("CRL").
C. The Developer owns certain real property within the boundaries of the City and within the
Project Area that is vacant ("Vacant Property') as more particularly described in Exhibit "A-1" and shown on
Exhibit "B-1" attached to this Declaration and incorporated into this Agreement by this reference. The
Developer has proposed to develop the Vacant Property as a residential project ("Residential Project').
EXHIBIT "E°
RUUMVARNER1716287.11 "------
D. The Developer, the City and the Agency agree that the Vacant Property shall be restricted as
specifically provided in:this Declaration for the benefit of the Project Area.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE
COVENANTS, CONDITIONS AND RESTRICTIONS SET FORTH IN THIS DECLARATION,
THE DEVELOPER, THE CITY AND THE AGENCY AGREE, AS FOLLOWS:
1.1 Covenants to Run with the Land The Developer, the City and the Agency declare their
mutual, specific intent that this Declaration firtbers the development of owner -occupied, single family,
attached, residential housing within the Project Area The Developer, the City and the Agency also declare
their mutual, specific intentthat each and every one of the provisions of this Declarationtouch andwncernthe
Vacant Property and shall be covenants mmiting with the land of the Vacant Property that shall pass to and be
binding upon the Vacant Property and each successive owner of the Vacant Property for the benefit of the City
and the Agency regardless of whether the City or Agency own or continue to own any property in the Project
Area The Developer expressly assumes the duty and obligation to perform meb of the covenants and to honor
each of the agreements, reservations, restrictions and conditions set forth in this Declaration. If Developer
transfers the Vacant Property, then Developer shall thereby be released from any further obligations hereunder
arising from and after the date of transfer, provided that the transferee either agrees in writing to be bound, or is
otherwise legally obligated to be so bound, by the obligations of"Developer" hereunder arising from and after
the transfer date.
1.2 Conditions. Restrictions and Requirements re: Leasing of Units; Parkk no Restrictions. An
owner of a residential unit ("Unit') in the Residential Project who desires to lease his/herlits Unit shall be
permitted to do so only upon compliance with all of the following::
1.2.1 No Unit maybe leased for transient, hotel, or dormitorypunposes (ie. for periods less
than twelve (12) calendar months).
1.2.2 An owner may only lease its entire Unit and may -not sublease portions of the Unit to
separate tenants. No more than two (2) private vehicles belonging to the owner and /or the teoant(s) under any
such lease can be parked at the Residential Project in owner designated garages. Parking on Fenimore Avenue,
between Haltem Street and Alosta Avenue, shall be restricted to guest parking and subject to time limitations
imposed by the City of Azusa from time to time. No paining on Fenimore Avenue, between Halter Street and
AlostaAvenue, shall beallowed between the hours of2aim. and 6am. Temporary ovemightparkingshalibe
allowed on Fenimore Avenue between Hahem Street and Alosra Avenue with a permit from the Cityof Azusa
Police Department Parking for long-term visitors and guests shall be subject to the same restrictions and
requirements as owners'henants' parking.
13 Recordation of Declaration. The Developer shall or shall cause the recordation of this
Declaration against the Vacant Property, which uvill be senior to all non -statutory liens and encumbrances
against the Vacant Property. Each and every contract, deed or other instrument executed regarding the Vacant
Property or.any interest in the Vacant Property, following the date of recordation of this Declaration in the
official records of the Recorder of the County ofLos Angeles, California, shall conclusively be deemed to have
been executed, delivered and accepted subject to this Declaration, regardless of whether this Declaration is set
forth in or referenced in such contract, deed or other instrument
RVPURTMARNER716287.11
V
IA Incorporation of Recitals. The Recitals of fact preceding this Declaration are true and correct
and are incorporated into this Declaration in their entirety by this reference.
1.5 Notices. Demands and Communications Between the Parties.
15.1 Any and all notices, demands or communications submitted by any party to another
party pursuant to or as required by this Declaration shall be proper, if in writing and dispatched by messenger
for immediate personal delivery, by a nationally recognized overnight delivery service or by registered or
certified United States Mail, postage prepaid, retwnreceipirequested, to the address oftbe Developer, the City
or the Agency, as applicable, as designated in Section 1.5.2. Such written notices, demands or
communications may be sent in the same manner to such other addresses as any patty may from time to time
designate. Any such notice, demand or communication shall be deemed to be received by the addressee,
regardless of whether or when any return receipt is received by the sender or the date set forth on such return
receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized
overnight delivery service or four (4) business days after it is placed in the United States Mail, as provided in
this Section 0.
15.2 The following arethe authorized addresses for the submission of notices, demands or
communications to the Parties:
To Developer: JAR- university Commons, LLC
do Trachman Indevco, LLC
1801 Century Park Fast, Suite 1040
Los Angeles, CA 90067
Attention: Andrew Trachman, President
To City. The City of Azusa
213 Fast Foothill Boulevard
Azusa, CA 91702-1395
Attention: City Manager
To Agency: The Redevelopment Agency of
Ile City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702-1395
Attention: Executive Director
1.6 No Intended Third Party Beneficiaries. The Parties do not intended to create anyrights for, in
favor of or on behalf of any person or entityby entering into this Declaration, other than the parties themselves.
1.7 Conflict of interest. No member, official or employee of the Agency having any conflict of
interest, direct or indirect, related to this Declaration shall participate in any decision relating to this
Declaration. The parties represent and warrant that they do not have knowledge of any such conflict of
interest, as of the date of this Declaration.
1.8 Warranty ArrainstPayment ofConsideration for Declaration. The Developer warrants that it
has not paid or given, and will not pay or give, any third parry any money or other consideration for obtaining
this Declaration. Thiel parties, for the purposes of this Section 1.8, shall notincludepetsonsto-whom fees are
paid for professional services, ifreadered,by attorneys, financial consultants, accountants, engineers, architects
and the like when such fees are considered necessary by the Developer.
EXMIT "E"
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1.9 GoveminzLbw.. This Declaration shall be governed by the lams of the State of California
applicable to contracts made by residents of the State of California and to be performed in the State of
California, without application of such laws' conflicts of laws principles. The parties acknowledge and agree
that this Declaration has been entered into in the City of Azusa, County of Los Angeles, State of California, is
to be performed in such city and relates to real property located in such city.
1.10 Binding on Successors and Assigns. This Declaration shall be binding upon and sball inure to
the benefit of the parties and their respective successors and assigns.
1.11 Partial Invalidity Severability. If all or any portion of any term or provision of this
Declaration or the application of all or anyportion of any term orprovision of this Declaration to anyperson or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Declaration, or the
application of all or any portion of such tern or provision to persons or circ stances, other than those as to
which it is held invalid or unenforceable, shall not be affected, and each such term and provision of this
Declaration shall be valid and enforced to the fullest extent permitted by law.
1.12 Entire Agreement This Declaration shall be executed in three (3) counterpart originals, each
of which shall be deemed to be an original, but all of which together shall constitute one and the same
instrument This Declaration integrates all of the terms and conditions mentioned in this Declaration or
incidental to this Declaration, and supersedes all negotiations or previous agreements between the parties with
respect to the Vacant Property and the other subjects addressed in this Declaration. None of the terms,
covenants, agreements or conditions set forth in this Declaration shall be deemed to be merged with any deed
conveying title to the Vacant Property, and this Declaration shall continue in frill force and effect before and
atter any such conveyances. All waivers of the provisions of this Declaration and all amendments to this
Declaration which materially affect a party's rights or benefits must be in writing and signed by the party
waning or amending any right or benefit it has under this Declaration.
1.13 Time of the Essence. For each provision of this Declaration that states a specific amount of
time within which the requirements of such provision are to be satisfied, time shall be deemed to be of the
essence.
THIS DECLARATION is executed by the Developer, the City and the Agency on the dates indicated next to
the signature(s) of each of them or their authorized representative(s), below:
DEVELOPER--
Date:—)-
EVELOPERDate:L ' J! -(J7 By
Date: By
CITY:
Date: Z 2 / ' O By 6 \ C kw n'—
Diane Chagnon, Mayor
ij
AGENCY:
EXHIBIT "E"
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Date: ( ' By.wt' ,
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
EXAIBIT "E"
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NOTARY ACKNOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF (Ui <M )
ss.
COUNTY OF C )
Ono[ ! l -,200PSe�foreme, I ( I @A—j1t*-J otarypublic,
personal}yappeared �Ib{ ILS ryc l�jCl S , personallyknowntome4ogpFeued.
to be the person(4whose name(s)is/are subscribed to
the within instrument and acknowledged to me that h&4he4in executed the samela a hist'
authorized capacity(je -) and that by hisim"their siguatare(s�on the instrument the person f S), or the
entity upon behalf of which the
WITNESS my h,
ATTACHED TO:
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NOTARY ACHIVOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF (" a t t�-PPI)t a )
COUNTY OF Ak ) ss. ss.
Ong 6eu f ci 20 before m > >7 f
�� � � C�ZiLC� Lox�hy>notarypublic,
personally appeared DizthP ('Aac umu1 M4,et'L, personallyknowntome(orproved
to me on the basis of satisfactory evidence) to be the person whose name(4are subscribed to
the within instrument and acknowledged to me that bsh y executed the same in his heir
authorized capacity(ie4, and that byhis eir sign;mnr �on the instrument the pwson(p/or the
entity upon behalf of which the perso ) acted, executed ((the instrument. /
WITNESS my hand and official seal -
Signature of Notary Public
ATTACHED TO: I�/CQ � G/'! Q/' OGUNe/lL, �C[lfaA/t e��41�'%IGc6; �7�G
' CANDACE TOSCANO
ComM=I' # 7 4177 B6
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County
MyComm. ExPhes May 12, 2007
RVPVBEVARATR17J6197.1 J
NOTARY ACKNOWLEDGAMW
(California All -Repose Acknowledgment)
STATE OF( cItrQeOt ( )
COUNTY OF LOS Wh C I S }
ss
�o-
On 20) before me,(I (O�0-14D , notarypublic,
personaIiyappeared 'R'f UEt S } fl, �elaei�= personally known tome (orproved
to me on the basis of satisfactory evidence) to be the persono whose nameksure subscribed to
the within instrument and acknowledged to me "She/they executed the same 'in- erhheir
authorized capacity(' , and that b)(ierhheir signature(,�on the instrument the person or the
entity upon behalf of which the person acted, executed the instrcmment.
WITNESS my hand and official seal.
Signature of Notary Public
ATTACHED TO:e(�iZr��lUyi
LC I� Cde e S iA C_%/Y9 /-YI b I-"5 (�
CANDACE7QSCANp
Commission 147 71 ad
Notary PUNIC • Cantornla .
Eos Angeles County -
tvtyComm: Exphestrlay 12,2007
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EMMIT A -I
TO
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(Legal Description of Vacant Property)
Exhibit A to
Declaration of Covenants
RVPUBWVARNER1716287.11
PARCEL 2
COMMENCING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1 SOUTH 46010'53"
EAST A DISTANCE OF 17326 FEET; THENCE SOUTH 00°00'56" EAST A
DISTANCE OF 287.99 FEET TO THE TRUE POINT OF BEGINNING; THENCE
LEAVING SAID WESTERLY LINE SOUTH 71055'32" EAST A DISTANCE OF
176.97 FEET TO THE BEGINNING OF A 420-00 FOOT RADIUS NON -TANGENT
CURVE, CONCAVE EASTERLY, A RADIAL TO SAID POINT BEARS NORTH
80°10'45" WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 09053'57", AN ARC LENGTH OF 7256 FEET;
THENCE SOUTH 00004'42" EAST A DISTANCE OF 100.10 FEET TO THE
BEGINNING OF A 4136.00 FOOT RADIUS CURVE, CONCAVE WESTERLY;,
THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 76035'22", AN ARC LENGTH OF 103.24 FEET, A RADIAL
TO SAID POINT BEARS SOUTH 76°30'40" EAST; THENCE NORTH 89°58'40"
EAST A DISTANCE OF 55.26 FEET; THENCE SOUTH 71°51'20" EAST A
DISTANCE OF 311.98 FEET; THENCE SOUTH 35°55'40" EAST A DISTANCE OF
69.85 FEET; THENCE SOUTH A DISTANCE OF 23.83 FEET; THENCE SOUTH
06039'32" EAST A DISTANCE OF 102-00 FEET`, THENCE SOUTH 00°00' 10" WEST
A DISTANCE OF 127.14 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID
PARCEL i OF PARCEL MAP 14845; THENCE ALONG SAID SOUTHERLY LINE
NORTH 89058'36" WEST A DI.STANCE OF 151.63 FEET TO THE
SOUTHEASTERLY CORNER OF PARCEL 2 OF SAID PARCEL MAP 14845;
THENCE CONTINUING ALONG THE SOUTHERLY LINE OF SAID PARCEL 2
NORTH 89058'36" WEST A DISTANCE OF 402.80 FEET TO THE
SOUTHWESTERLY CORNER OF SAID PARCEL 2; THENCE ALONG THE
WESTERLY LINL OF SAID PARCEL 2 NORTH 00000'56" WEST A DISTANCE OF
447.38 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 2; THENCE
CONTIN'UTNG ALONG SAID WESTERLY LINE OF PARCEL I NORTH 00000'56"
WEST A DISTANCE OF 287.86 FEET TO THE TRUE POINT OF BEGiI�R LING =:`
CONTAININ17G 5.7773 ACRES GROSS. i
EXHIBIT B -I
TO
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
(Map of Vacant Property)
Exhibit B to
Declaration of Covenants
RPPUBiLMP. kl716267.11
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VACANT PROPERTY I EXHIBIT
B-1
FJOMIT "F -l"
TO
STATUTORY DEVELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Prohibited Land Uses)
1. Pawn Shops
2. Adult Businesses
3. Retail Sex Shops ('lotions and lace" types)
4. Flea Markets/Swap Meets
5. Laundromats
6. Dry Cleaning Plants
7. Retail Gun Shops
8. Tattoo Parlors
9. Churches and other non-profit organizations wholly or partially exempt from the payment of
property takes
FaRlIIS
RVPUB"AMM716287.11
EXHIBIT "F-2"
TO
STATUTORY DE4'ELOPMENT AGREEMENT
AND
OWNER PARTICIPATION AGREEMENT
(Restricted Land Uses)
1. Dental and Medical Doctors' Offices
2. All office uses except accessory office use
3. Banks and all uses listed as personal services in the City of Azusa Development Code (barber and
beauty shops; clothing rental; dry cleaning pick-up stores with limited equipment; home
electronics/small appliance repair, locksmiths; licensed, therapeutic and non -sexual massage
business; pet grooming with no boarding; sboe repair shops; tailors; spas; and tanning salons)
R VPUBWVARNERI 71628 7. 11