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HomeMy WebLinkAbout6042 RESOLUTION NO. 6042 " A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA APPROVING A CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE ARCADIA REDEVELOPMENT AGENCY AND STONEBRIDGE COMPANIES (HILTON GARDEN INN I FAIRFIELD SUITES BY MARRIOTT PROJECT) '- WHEREAS, the Arcadia Redevelopment Agency (the "Agency" and the City Council of the City of Arcadia (the "City") have by duly adopted ordinance approved the Redevelopment Plan (the "Redevelopment Plan") for the Central Project Area (the "Project"); and WHEREAS, in order to implement the Redevelopment Plan, the Agency proposes to sell pursuant to the terms and conditions set forth in that certain Disposition and Development Agreement (the "DDA") by and between the Agency and Stonebridge Companies (the "Developer"), attached hereto as Exhibit "A", certain real property as described in the DDA in the Project Area (the "Site"); and WHEREAS, the Developer possesses the qualifications and financial resources necessary to acquire and insure development of the Site in accordance with the purposes and objectives of the Redevelopment Plan; and WHEREAS, the Agency has caused the preparation of, and the City Council has reviewed and considered a summary (the "Summary"), attached hereto as Exhibit "B", setting forth the cost of the DDA to the Agency, the estimated value of the interest to 1 be conveyed, and proposed purchase price, and has made the Summary available for public inspection, all in accordance with Health and Safety Code Section 33433; and WHEREAS, pursuant to provisions of the Health and Safety Code 33431 and 33433, the Agency and the City Council of the City of Arcadia have held a duly noticed Joint Public Hearing on the proposed sale of the Site and the proposed DDA; and WHEREAS, the City Council has considered all terms of the proposed DDA and has determined that the proposed sale and development of the Site pursuant to the proposed DDA are in the best interests of the City and its residents and are in accord with the purposes and provisions of applicable State and local law and the Redevelopment Plan. NOW, THEREFORE, THE ARCADIA CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. That the Summary attached hereto as Exhibit "B" is hereby accepted and approved. SECTION 2. That the consideration for the sale of the Site pursuant to the DDA is determined to be fair reuse value. SECTION 3. That pursuant to Exhibit "B", approval of the DDA will assist in the elimination of blight in the Central Redevelopment Project Area. SECTION 4. That approval of the DDA is consistent with the Agency goals as discussed in the Agency's Five Year Implementation Plan adopted by Resolution No. 2 6042 ARA-175 on December 20, 1994 and as updated through adoption on December 16, 1997 of Resolution No. ARA-180. SECTION 5. That the sale and proposed development of the Site are consistent with the Redevelopment Plan. SECTION 6. That the DDA attached hereto as Exhibit n An, is hereby approved subject to minor modifications by the City Attorney. SECTION 7. That the City Clerk of the City of Arcadia. is hereby authorized and directed to certify to the adoption of this Resolution SECTION 8. This Resolution shall take effect upon adoption. Passed, approved and adopted this 17th day of March, 1998. ~~~.~. Ma r of t e City of Arcadia /J'ro Tem ATTEST: APPROVED AS TO FORM: ~~J 1lJ~ 3 6042 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the foregoing Resolution No. 6042 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor Pro Tem and attested to by the City Clerk at a regular meeting of said Council held on the 17th day of March, 1998 and that said Resolution was adopted by the following vote, to wit: AYES: Councilmember Chang, Kovacic, and Young NOES: None ABSENT: Mayor Harbicht ABSTAIN: Councilmember Kuhn j C 4 6042 , " . EXHIBIT "A" - EXHIBIT "B" - COUNCIL RESOLUTION NO. 6042 Disposition and Development Agreement by and between the Arcadia Redevelopment Agency andStonebridge Companies. A complete copy of the DDA is Attachment No. 1 to the March 17. 1998 staff report. Summary (Disposition Report) A complete copy of the Summary is Attachment No. 5 to the March 17, 1998 staff report. 5 6042 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The Arcadia Redevelopment Agency Attention: Executive Director P.O. Box 60021 Arcadia, CA 91066-6021 (Space above for Recorder's Use) HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT between THE ARCADIA REDEVELOPMENT AGENCY a California public agency and -' STONEBRIDGE COMPANIES a Colorado corporation !I.!." ':~~~ ~ [Dated as of March 17, 1998, for reference purposes only] R\1'L1U~ 40621 3'lO"9t 1~:~O EXJI.IBIT A TABLE OF CONTENTS 1. PARTIES AND DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 1 1.1 Date of Agreement, Effective Date .......................... 1 1.2 Parties to Agreement. ................................. . . 1 1.2.1 The Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2.2 The Developer ................................... 1 2. RECITALS ABOUT THE PLAN AND PROJECT .................... 2 2.1 The Redevelopment Plan and Project Area. . . . . . . . . . . . . . . . . . . . . 2 2.2 Purpose of this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.1 The Property. . . . . . . . . .. . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . 3 3.2 Property Purchase Price ................................. 3 3.3 Scope of Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.4 Schedule of Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.5 Conditions to Closing of Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.6 Amount of Insurance ................................... 7 3.7 Escrow Holder and Title Company .......................... 7 3.8 Agreement Length and Exhibits ............................ 7 3.9 Developer Deposit and Liquidated Damages .. . . . . . . . . . . . . . . . . . . 7 3.10 Soils, Geological and Environmental Condition of the Property ....... 9 4. STAJ'I.'DARD TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 Conve)'ance and Acceptance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 Escrow Instruction,.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 Conditions to Closing of Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 Closing Costs for Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 Closing Costs for Developer . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 4.6 Agency's \Varranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 Late Escrow Closing and Failure to Close. . . . . . . . . . . . . . . . . . .. . 4.8 Possession. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9 Condition of Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.10 Taxes and Assessments ................................. 4.11 Condition of the Property ............................... 4.12 Preliminary Work and Indemnity b)' the Developer . . . . . . . . . . . . . . 4.13 Design and Development Standards. . . . . . . . . . . . . . . . . . . . . . . . . 4.14 Preparation of Construction Drawings and Related Documents ...... 4.15 City and Agency Appro,'al of Plans, Drawings and Related Documents . 4.16 Cost of Construction; Pro-Rata Share of Signalization ............ 4.17 Construction and Development Schedule of Performance .......... 4.18 Indemnity and Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.19 Governmental Permits and Compliance \\'ith Laws .............. R\"PL"B l:'KR..lDG~1 ).'Io'n 15:S0 ~ II II II 13 13 13 14 14 14 15 15 15 16 16 17 I7 18 ~ 19 19 20 4.20 No Discrimination .................................... 21 4.20.1 In deeds ...................................... 21 4.20.2 In leases ...................................... 22 4.20.3 In contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.21 Rights of Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.22 Power of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.23 Prohibition Against Transfer ... . . . . . . . . . . . . . . . . . . . . . . . . . . 27 4.24 Permitted Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 4.25 Certificate of Completion ............................... 30 4.26 Covenants Running With the Land. . . . . . . . . . . . . . . . . . . . . . . . . 31 4.26.1 Use Covenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 4.26.3 No Property Tax Contest ........................... 31 4.26.4 Opening and Operation Covenant . . . . . . . . . . . . . . . . . . . . . 32 4.27 Specific Performance as to Conve).ance or Acceptance of Title . . . . . . . 33 4.28 General Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 4.29 Notices and Demands .................................. 33 4.30 Nonliability of Agency Officials and Employees . . . . . . . . . . . . . . . . . 33 4.31 Time Deadlines Critical; E,,-tensions and Delays; No Excuse Due to Economic Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 4.32 Attorney's Fees ...................................... 34 4.33 Real Estate Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 4.34 Submission of Documents and Other Actions for Approval. . . . . . . . . 35 4.35 Amendments to This Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 4.36 Jurisdiction and Venue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 4.37 Interpretation; Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 4.38 Counterpart Originals; Integration ........................ . 36 4.39 No Waiver ......................................... 36 4.40 No Unintended Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . 36 EXHffiIT A-I - LEGAL DESCRIPTION OF THE PROPERTY EXHffiIT A-2 - MAP OF THE PROPERTY EXHffiIT B - SCOPE OF DEVELOPMENT EXHffiIT C - SCHEDULE OF PERFORMANCE EXHffiIT D - PRELIJVIINARY TITLE REPORT ~ R \ 'Pl"'B X},:,R -..J06:! 1 J'IO'9! 1~:50 1. PARTIES AND DATE 1.1 Date of Agreement, Effective Date. This Agreement is dated as of March 17. 1998, for reference purposes only. This Agreement will not become effective until the date ("Effective Date") on which all of the following are true: (i) it has been approved by the Agency's governing board and legislative body, (ii) it has been executed by the appropriate authorities of the Developer, and (iii) it has been executed by the appropriate authorities of the Agency. 1.2 Parties to Agreement. 1.2.1 The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law (Health and Safety Code Sections 33000, et ~.) of the State of California. The address of the Agency is P.O. Box 60021, Arcadia, CA 91066-6021. "Agency,.' as used in this Agreement, means The Arcadia Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities.. 1.2.2 The Developer. The Developer is Stonebridge Companies, a Colorado corporation. The address of the Developer for purposes of this Agreement is 2075 S. University Blvd., Suite D-270, Denver, CO 80210: telephone (303) 696-7700: facsimile (303) 696-7780. Developer represents and warrants to Agency: (i) that it is a duly formed Colorado corporation, organized, existing and in good standing under the laws of the State of Colorado and admined to do business in California. (ii) that the individual(s) executing this Agreement is/are authorized to execute this Agreement on behalf of the Developer, (iii) the Developer has taken all actions required by law to approve the execution of this Agreement. (iv) that the Developer's entry into this Agreement and/or the performance of the Developer's obligations hereunder does not violate any contract, agreement, or other legal obligation of the Developer, (v) that the Developer's entry into this Agreement and/or the performance of Developer's obligations hereunder does not constitute a violation of any state or federal statute ~ R\1'CnJ:.K.R'..a06~1 -1- 3'10'91 I~;SO or judicial decision to which the Developer is subject. and (vi) there are no pending lawsuits or other actions or proceedings which would prevent or impair the timely performance of the Developer's obligations under this Agreement. [Need Certificate of Incumbency and Authorizing Resolutions.] All of the terms, covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the Developer and its permitted nominees, successors and assigns. Wherever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor of the Developer. The qualifications and identity of the Developer are of particular concern to the Agency, and it is because of such qualifications and identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor-in-interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Except as provided by Section 4.23,1' the Developer may not assign or transfer all or any part of this Agreement or the Property without the prior written approval of the Agency. 2. RECITALS ABOUT THE PLAN AND PROJECT 2.1 The Redevelopment Plan and Project Area. The City Council of the City of. Arcadia ("'City") has approved and adopted a Redevelopment Plan ("'Redevelopment Plan") for a redevelopment project known as the Central Redevelopment Project Area ("Project Area") by its adoption of Ordinance No. 1490, as last amended on November 1, 1994. This Agreement is subject to the provisions of the Redevelopment Plan as it now exists and as it may be subsequently amended. The Redevelopment Plan is hereby inco- rporated by this reference. The Project Area is located in the City of Arcadia. California: its boundaries are specifically described in the Redevelopment Plan. ~ l' .AJI section references shall be to sections of this Agreement unless otherwise stated. R\'PL"B KKR.4OG;!1 -2- J .1O.9~ I ~:so 2.2 Purpose of this Agreement. This Agreement implements the Redevelopment Plan for the Project Area by providing for the disposition and development of cenain real propeny (hereinafter more specifically described) ("Propeny") as a combined: (i) four-story. one hundred twenty-one (121) room Hilton Garden Inn, and (ii) an eighty to one-hundred room Fairfield Suites by Marriott, as set forth in the Scope of Development (Exhibit B) ("Development'.). The development of the Propeny pursuant to this Agreement is in the best interests of the City and Agency and the health, safety, morals and welfare of its taxpayers and residents and is in accordance with public purposes set forth in federal, state and local law and regulation. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan and the City's General Plan by strengthening the City's land use and social structure and by alleviating economic and physical blight within the Project Area. Developer desires to purchase the Property and Agency desires to sell the Property on the terms and conditions set forth in this Agreement. 3. SPECLU TERMS 3.1 The Property. The Property is located within the Project Area and is legally described on the anached Exhibit A-I. A map of the Property is anached as Exhibit A-2. The Propeny consists of approximately :t 173,692 gross sq. ft. (without deduction for streets, public rights of way or the like), based upon an "Area Calculation Map" prepared for the Agency by Civiltec Engineering, dated February 6, 1990, a copy of which the Developer acknowledges having received and reviewed. The Agency does not make any representation or warranty concerning the actual square footage of the Property. The Developer may not offset or abate the Propeny Purchase Price if the actual square footage is less than the amount stated in this Section 3.1. 3.2 Property Purchase Price. The Purchase Price of the Propeny is Two Million Two Hundred Twenty-Three Thousand Two Hundred Fifty-Eight Dollars ($2,223,258). The Developer Deposil described in Section 3.9 shall be credited to the Purchase Price upon the ~ R\-PL"BKKR..sOG~1 -3- )'10'91 I~:~O Close of Escrow. The Developer shall also be entitled to a credit of $25.000 against the Property Purchase Price, which credit represents the Agency's initial share of the cost of relocating the following four (4) utilities serving 144 and 152 East Santa Clara Street: gas. electric, water and telephone. The Agency's obligations are limited to only these four utilities and only to the extent that the utilities serve only the two designated properties and not the Property. If the cost of relocating such utilities exceeds $50,000, the Agency shall pay such excess within forty-five (45) days after its receipt from the Developer of documentation supporting such additional costs. 3.3 Scope of Development. The Property shall be developed by the Developer in accordance with the terms of this Agreement and the Scope of Development attached as Exhibit B. 3.4 Schedule of Performance. The Agency and Developer shall perform their respective obligations in accordance with the Schedule of Performance attached as Exhibit C. 3.5 Conditions to Closing of Escrow. The Agency's conditions for Section 4.3 are the following: 3.5.1 The City and the Agency shall have approved plans and specifications, development applications, entitlements and permits for the Development under their respective jurisdictions in accordance with this Agreement and all applicable local, state and federal laws and regulations including, without limitation, environmental approvals related thereto; 3.5.2 Developer shall have furnished to the Agency reasonably satisfactory evidence of the Developer's ability to finance the acquisition. construction and operation of the Development. The Developer shall provide either (i) a letler of commitment from a reputable lending ~ R\1'l."BKKR.406~J -4- )'109t l~:SO institution approved by the Agency pursuant 10 Section 4.24 evidencing that institution's agreement to loan funds 10 acquire the Propeny and construct the Development, or (ii) evidence of the Developer's ability to self-finance the acquisition, construction and operation of the Development; 3.5.3 The Agency shall have received evidence reasonably satisfactory to the Agency that the close of escrow for Developer's construction financing will occur simultaneously with the Close of Escrow for conveyance of the Propeny; 3.5.4 3.5.5 3.5.6 The Developer shall have tendered into Escrow all funds and documents required of it pursuant to this Agreement; The Developer shall have completed in a timely fashion all of its obligations which are to be completed prior to the Close of Escrow as provided in this. Agreement and the Schedule of Performance: and The Developer shall have provided evidence. reasonably acceptable by the Agency. that it has received unconditional franchise rights and authorization from Hilton Hotels and Marrion Hotels to construct and operate the Development in accordance with the terms and covenants of this Agreement. The Developer's conditions for Section 4.3 are the following: 3.5.7 R\-PL"Bj,:J:.R~06~1 The Agency shall have deposited into Escrow the Grant Deed for the Propeny and aU other documents and funds required of it under this Agreement: , .~ -5- 3:1O"9t l~:SO RYPL13 KJ;.R..aOG.:!1 3.5.8 3.5.9 3.5.10 3.5.11 3.5.12 The Escrow Agent has received a commitment from the Title Company to issue an ALTA Owner's policy for the Propeny with extended coverage in the amount of the Propeny Purchase Price. subject only to the Permitted Exceptions; Developer shall have received entitlements (including, without limitation, a conditional use permit) for development of the Development from all governmental authorities having jurisdiction over the Development, which Developer agrees to pursue with reasonable diligence and with the non-financial assistance, suppon and cooperation of the Agency; The Agency, the City and all other governmental authorities having jurisdiction over the Development shall have approved the Developer's plans for the Development; The Developer shall have determined to self-finance the acquisition and construction of the Development or shall receive a written commitment for construction financing from a lender of Developer.s choice in such amount and upon such terms as may be acceptable to Developer in its sole discretion, subject to the Agency's right of review and approval as provided in Section 4.24; The Agency and/or City, as applicable, shall have taken all actions and issued such approvals as legally required pursuant to provisions of the California Envirorunental Quality Act ("CEQA") as pre- conditions to the approval of the Development; ~ -6- 3'IO'9t l~:SO 3.5.13 The Developer shall have approved the state of title to the Property (subject only to the Pennitted Exceptions) as set forth in Section 4.9: and 3.5.14 The Developer shall have approved the physical condition of the Property as set forth in Section 3.10. 3.6 Amount of Insurance. The limits of liability required of the insurance policies required by Section 4. 18 are the following: 3.6.1 $2,000,000 for any person; and 3.6.2 $3,000.000 for any occurrence; and 3.6.3 $1.000,000 for any property damage. 3.7. Escrow Holder and Title Company. The Escrow Holder and Title Company in Section 4.2.1 is First American Title Company of Los Angeles, 16830 Ventura Boulevard, Encino, California 91436. 3.8 Agreement Length and Exhibits. This Agreement consists of pages 1 through 38 inclusive, and Exhibits A-I through D allached hereto and incorporated by this reference, which constitute the entire understanding and agreement of the parties. 3.9 Developer Deposit and Liquidated Damages. (a) Upon the Developer's execution of this Agreement. the Developer shall pay to the Agency the sum of Fifty Thousand Dollars ($50.000) ("Developer Deposit"). The Developer Deposit shall be non-refundable (except as expressly set forth below) and shall be credited against the Property Purchase Price as set forth in Section 3.2. ~ RVPLll }~~..H)(,:!l -7- 3"10'98 I~:SO Upon the expiration of the "Due Diligence Period" (defined in Section 3.10) and provided Developer has not tenninated this Agreement during the Due Diligence Period. the Deposit shall be non-refundable except (i) where the Developer is unable. following all reasonable good faith efforts and compliance with all legal requirements applicable thereto. co obtain the required entitlements, pennits and approvals for the development, construction and operation of the Project from any governmental agency, including, without implied limitation. the Agency, (ii) where the Agency has defaulted under any of its material obligations under this Agreement and failed co cure such default as provided by this Agreement, (iii) where the Property or any portion thereof necessary for the Developer's intended use thereof, as detennined by the Developer in its sole but reasonable discretion, has been taken by condemnation or sale in lieu of condemnation, or (iv) where this Agreement is disapproved by the Agency's governing board/Jegislative body. Upon any of the events described in (i) - (iv) above, the Developer Deposit will be rerurned co the Developer (without interest) within twenty (20) days after the occurrence of the event giving rise to the right to such refund. (b) THE DEVELOPER STIPULATES THAT THE AGENCY WILL SUFFER DAMAGES IF (A) THE AGENCY'S CONDITIONS PRECEDENT TO THE CLOSE OF ESCROW AS DESCRIBED IN SECTION 3.5 ARE NOT SATISFIED DUE SOLELY TO AN UNCURED MATERIAL DEFAULT OF THE DEVELOPER, OR (B) IF THOSE CONDITIONS ARE SATISFIED, THE DEVELOPER FAILS TO ACCEPT TITLE TO THE PROPERTY, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, OR (C) IF THIS AGREEMENT IS TERMINATED BY THE AGENCY PURSUANT TO SECTION 4.7. THE PARTIES AGREE THAT THE AMOUNT OF SUCH DAMAGES WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO QUANTIFY. IF ESCROW FOR THE SALE OF THE PROPERTY FAILS TO CLOSE BY THE OUTSIDE CLOSING DATE DEFINED IN SECTION 4.2.3 DUE SOLELY TO DEVELOPER'S DEFAULT OR THE DEVELOPER'S UNPERMITTED REFUSAL TO ACCEPT TITLE. SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, OR IF THE AGENCY TERMINATES THIS AGREEMENT PURSUANT TO SECTION 4.7, AGENCY AND DEVELOPER AGREE THAT THE AMOUNT OF THE DEVELOPER DEPOSIT IS A REASONABLE ESTIMATE ~ R\.PL"RKKR-.t06:1 -8- )'109~ 1~:50 OF THE DAMAGES WHICH AGENCY WILL SUFFER. UPON THE OCCURRENCE OF ANY OF THE FOREGOING EVENTS, THE AGENCY MA Y RETAIN THE DEVELOPER DEPOSIT AS LIQUIDATED DAMAGES AND AS ITS SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF ESCROW TO CLOSE. AGENCY'S INITIALS DEVELOPER'S INITIALS 3.10 Soils, Geological and Environmental Condition of the Property. The Developer shall have a period of sixty (60) days following the Effective Date of this Agreement to conduct its own due diligence inspection of the Property as to all matters which may affect its ability to construct the development upon the Property. Such sixty (60) day period of time shall hereinafter be referred to as the "Due Diligence Period." Subject to Section 4.12, the Developer shall have the license during the Due Diligence Period to enter the Property and to perform thereon such tests, studies, surveys and investigations thereon as Developer may require. The Developer shall restore/repair any damage to the Property resulting from such tests, studies, surveys, and investigations. Upon the Agency's request. the results of such tests, studies, surveys and investigations shall be furnished to the Agency without cost Or expense to the Agency, provided that the Developer shall have no liability for any inaccuracy or misstatement contained therein, and no pany other than the Developer shall be entitled to rely on sucg tests, studies, surveys and investigations. Should, as a result of such tests, studies, surveys and investigations. the Developer determine that any condition or aspect of the Property increases the construction costs of the Development by an amount equal to or greater than five percent (5 %) of the original budgeted construction costs. Developer may unilaterally terminate this Agreement by written notice to the Agency prior to the expiration of the Due Diligence Period. whereupon the Developer Deposit shall be refunded in full to the Developer as provided in Section 3.9Ia); provided. however. that prior to such termination. the Developer and Agency shall negotiate in good faith for a period of no less than thirty (30) days for the purposes of determining whether the Agency may agree to provide financial assistance to the Developer to remediate any objectionable condition or aspect of the Propeny to a point where the incremental COsls of ~ HSPL13 K..I<.R4OG~1 -9- )')O.S'! 1~:50 construction of the Development related to such objectionable condition or aspect is less than five percent (5%) of the original budgeted construction COSlS. Either the Agency or the Developer may terminate such negotiations following the expiration of such thirty (30) day period. The Due Diligence Period shall be extended for a period of thirty (30) days or the actual length of the Agency's and Developer's negotiations, whichever is longer. If the Developer fails to terminate this Agreement in writing within the Due Diligence Period (inclhding any extensions thereof). The Developer acknowledges that it shall be deemed to have irrevocably accepted the soils, geological. environmental and other conditions of the Property, and will be deemed to have waived any claim for reimbursement, offset, contribution or similar claim or defense against the City, the Agency, their employees, agents and contractors. The Agency is conveying the Property to the Developer in an "As Is" condition, without representation or warranty as to the soils, geological or environmental conditions of the Property. The Developer acknowledges and agrees that it is not relying upon any statement or representation which may have been made by any officer, employee, agent or contractor of either the City or the Agency as to the existence or non-existence of any fact concerning the Property. The Agency acknowledges that it has, as a courtesy only to the Developer, provided the Developer with copies of such documents, reports and other information in the Agency's files concerning the soils. geological or environmental conditions of the Property; provided, however, that the Agency makes no representation or warranty as to the completeness or accuracy of such information. The Developer acknowledges and agrees that, although the Agency has in good faith provided the Developer with what it believes to be all the information in its possession concerning the soils, geological or environmental conditions of the Property, the Agency makes no representation or warranty that it has in fact produced all documents concerning the same which may be in its possession. In accordance with California Health & Safety Code Section 25359.7, Agency confirms to Developer that, to Agency's current actual knowledge. Agency is not aware of the release of any hazardous materials that have come to be located on or beneath the Property. R\'PL11 KKR-.t06:!1 -10- )"JO'9i: 1~:SO 4. STANDARD TERMS 4.1 Conveyance and Acceptance. Agency hereby agrees to convey merchantable and insurable fee simple defeasible title, subject to the Agency's power of termination as described in Section 4.22. to the Property to the Developer for the Purchase Price, in accordance with all the terms, conditions and covenants of this Agreement. Developer hereby agrees to accept title to the Property from Agency, together with all rights, privileges and easements appurtenant thereto, including all development rights and air rights, subject to all the terms, conditions and covenants of this Agreement. 4.2 Escrow Instructions 4.2.1 Within fifteen (15) days following the Effective Date, an escrow ("Escrow") shall be opened by both parties with the Escrow Holder. An application for an ALTA Owner's policy with extended coverage for the Property shall be submined to the Title Company requesting the Title Company to insure title to the Property in accordance with the terms of this Agreement. 4.2.2 The terms and conditions set fonh in Sections 4.1 through 4.10 -. - constitute both an agreement between the parties hereto and escrow instructions for the Escrow Holder. If the Escrow Holder requires separate or additional escrow instructions, both parties agree to execute promptly and deliver to the Escrow Holder such separate or additional escrow instructions ("Additional Instructions'.). In the event of any conflict or inconsistency between this Agreement and the Additional Instructions. this Agreement shall prevail and the Additional Instructions shall so provide. The Additional instructions shall nOI modify or amend the provisions of this Agreement unless otherwise expressly set forth by mutual consent of Developer and Agency. "Opening of Escrow" shall mean the delivery of a fully executed copy. or counterparts. of this Agreement to Escrow Holder and acceptance thereof by Escrow Holder. Escrow shall be deemed opened as of the date of such delivery and acceptance. .~ R\'PL"B KKR-l06~l -11- 3'10'9! l~:SO "Closing" or "Close of Escrow" shall mean the recordation of the Grant Deed in the official records of Los Angeles County, California. 4.2.3 The parties desire that the Closing be held not later than the date set forth therefor in the Schedule of Performance ("Outside Closing Date") if all conditions precedent to the Closing have been satisfied or waived in writing by the party for whose benefit the condition exists (or, if such day is a Saturday, Sunday or legal holiday, the next business day thereafter). The parties agree that failure of the Closing to occur on the Outside Closing Date shall not entitle either party to exercise any remedy hereunder, unless the failure of the Closing to occur by the Outside Closing Date is due to an uncured default of the Agency or the Developer. If the Closing fails to occur on the Closing Date due to an uncured default of either the Agency or the Developer, the non-defaulting party shall have the rights and remedies set forth in Section 4.7 of this Agreement. If the Agency elects not to terminate this Agreement if the failure of the Closing to occur by the Outside Closing Date is due to the Developer's default but allows the Closing to occur nonetheless, then the Agency will be deemed to have waived all defaults occurring prior to the Closing which would have entitled the Agency to terminate this Agreement. 4.2.4 Prior to the Closing, Developer shall deposit with Escrow Holder the sums necessary to cover Developer's share of the closing costs, and Agency shall deposit with Escrow Holder a fully executed and recordable Grant Deed in form reasonably satisfactory to both the Agency and the Developer. The Grant Deed shall include, without limitation, the provisions of Sections 4.20,4.22, 4.23, 4.24 and 4.26. The Grant Deed shall also contain a provision that the covenants contained in the Grant Deed are binding for the benefit of the Agency, its successors and assigns, and that such covenants shall run in favor of the Agency for the entire period during which they shall be in effect. without regard to whether Agency is or remains an owner of any land or interest therein to which the covenants relate. The Grant Deed shall also include a proviso that the covenants therein may be enforced by the Agency. the City of Arcadia as an agreed third-party beneficiary, and their successors. The Gram Deed shall also reserve to the Agency all oil. gas, hydrocarbon substances and minerals of every ~ R\'PL1\J:.KR,JOG:!l -12- 3'IO'911~:50 kind and character lying more than 500 feet below the surface for any purposes incidental to the exploration and production of oil, gas, hydrocarbon substances or minerals but without. however, any right to use the surface of any ponion thereof within 500 feet of the surface for any purpose whatsoever. 4.2.5 Agency and Developer shall each deposit with Escrow Holder prior to the Closing fully executed and acknowledged copies of such other instruments and funds as are reasonably required by the Escrow Holder or otherwise required for Closing and to convey the Property in accordance with the terms of this Agreement. 4.3 Conditions to Closing of Escrow. Agency's and Developer's respective obligations hereunder to sell, acquire and convey the Propeny and the Closing shall, in addition to any conditions set forth herein in favor of Agency, be conditional and contingent upon satisfaction. or wrinen waiver by Agency or Developer (as applicable), of each and all of the conditions set forth in Section 3.5. 4.4 Closing Costs for Agency. Agency shall bear, and Escrow Holder shall discharge on Agency's behalf, all costs and expenses associated with the Standard Form ALTA Owner's title insurance policy for the Property without extended coverage in the amount of the Purchase Price, one-half of Escrow Holder's fee and any additional costs and charges customarily charged to sellers in accordance with common escrow practices in Los Angeles County. 4.5 Closing Costs for Developer. Developer shall bear, and Escrow Holder shall discharge On Developer's behalf. the fee for recordation of the Grant Deed. one-half of Escrow Holder's fee. any survey costs or special endorsements to the CLTA title policy requested by Developer. the incremental cost of the AL T A policy with extended coverage. and any additional charges customarily charged to buyers in accordance with common escrow practices in Los Angeles County. ~ R\'PLll, KK.R .J06:1 -13- )'10'98 15:S0 4.6 AgenC).'s Warranties. The Agency represents to the Developer, that to the best of the Agency's actual current knowledge that: (i) the Agency has not received any notice from any governmental body concerning any violation of law. ordinance. code or regulation concerning the Property; (ii) no action in eminent domain or condemnation has been threatened or contemplated by any governmental body; and (iii) there are no actions. suits or proceedings currently pending, threatened or contemplated which would have a material ad verse effect upon the Property. 4.7 Late Escrow Closing and Failure to Close. If the Escrow Holder is not in a position to close the Escrow by the Closing Date, then the Escrow Holder may not thereafter close the Escrow without having received written instructions allowing such late Closing from both the Agency and the Developer. If the Closing has not occurred by the Closing Date due solely to an uncured default of the Developer under this Agreement, then the Agency may terminate this Agreement without cost, expense or liability and may retain the Developer Deposit as liquidated damages (as provided in Section 3.9). If the Closing has not occurred by the later of the Closing Date or, if applicable. the Extended Closing Date due to an uncured default of the Agency under this Agreement. then the Developer may, at its election (i) terminate this Agreement without cost. expense or liability and may pursue all legal remedies available to it; provided, however, that the Agency's liability for monetary damages for any reason (inclusive of attorney's fees and costs) and as to any and all causes of action the Developer may assert, shall not exceed a sum equal to the Developer Deposit, or (ii) commence an action for specific performance as provided by Section 4.27. Upon termination of the Escrow, the Escrow Holder shall rerum to the depositor thereof any funds (except those necessary to pay Escrow Holder's costs and expenses up through the date of termination) and other materials previously placed into Escrow. 4.8 Possession. Exclusive possession of the Property shall be delivered to Developer upon the Closing. ~ R \ l'L 111:l:R ,J06:! I -14- 3.'O'lJt 1 ~:~o 4.9 Condition of Title. The Agency shall convey to the Developer fee simple defeasible title to the Propeny free and clear of all recorded liens. encumbrances, easements. public rights-of-way, assessments. leases, taxes. conditions. restrictions and other defects. except for the matters described in Sections 4.9.1 and 4.9.2 (collectively. "Permitted Exceptions"): 4.9.1 Those exceptions contained in the preliminary repons ("Preliminary Repons") issued by the Title Company identified on the attached Exhibit D. 4.9.2 Those matters set forth elsewhere in this Agreement or the Grant Deed, or created by the action or inaction of the Developer. or actually known by.the Developer. 4.10 Taxes and Assessments. Any assessments and l!!! valorem taxes on the Property levied, assessed or imposed for any period commencing prior to conveyance of title shall be paid by the Agency. All assessments, ad valorem taxes, and personal property taxes levied or imposed upon the Property or upon this Agreement or any right hereunder for any period after the Closing shall be paid by the Developer. The Developer shall cause all taxes and assessments levied against the Propeny to be paid in a timely fashion. 4.11 Condition of the Property. Except as may be otherwise specifically provided herein, the Property shall be conveyed from the Agency to the Developer in an "As Is" condition, with no warranty, express or implied, by the Agency as to the condition of the soil. its geology. or the presence of known or unknown faults. The Developer shall have access to all data and information on the Property available to the Agency. but without warranty or representation by the Agency as to the completeness. correctness or validity of such data and information. If the Developer determines after the Closing that the soil conditions are not in all respects entirely suitable for the use or uses to which the Propeny will be put. then it is the R\'PL'DJ...:'KR J,06~l -15- )')0'98 l~:SO sole responsibility and obligation of the Developer at its expense 10 take such action as may be necessary 10 place the soil conditions of the Property in a condition suitable for the Development. 4.12 Preliminary Work and Indemnity by the Developer. Prior to the Closing, the Developer and ilS representatives shall have the right of access to the Property at all reasonable business hours for the purpose of obtaining data and making surveys and tests and any improvements necessary 10 carry out this Agreement, as provided in Section 3.10. The Developer agrees 10 and shall defend, indemnify and hold the Agency (including their officers, employees, agents and contractors) harmless from and against all liability . loss, damage, costs or expenses (including reasonable anorney's fees and court costs) arising from or as a resuil of the death of any person or any accident, injury, loss or damage whalSoever caused to any person or 10 the property of any person which shall occur on the Property which shall be directly or indirectly caused by any aclS done thereon or any errors or omissions of the Developer or ilS agenlS, servanlS, employees or contractors. The Developer shall nO! be responsible for (and such indemnity shall not apply to) any aclS, errors or omissions of the Agency or the City, or their respective agents, servants, employees or contractors. The Agency and City shall not be responsible for any aclS, errors or omissions of any person or entity under this Agreement except the Agency and the City and their respective officers. agenlS, servants, employees or contraclOrs. Developer shall, at ilS sole cost and expense, repair all damage to the Property related to Developer's preliminary work and testing. 4.13 Design and Development Standards. Following the Close of Escrow. the Property shall be developed by the Developer as provided in the Scope of Development. this Agreement, and plans provided by the Developer and approved by the Agency and the City pursuant 10 this Agreement. Agency shall use reasonable good faith effons 10 cause the City 10 amend ilS Building Code so as to reduce the City's sound anenuation requirement from STC 58 10 ~ R \ .PL"B KKR ..aOG~ I -16- 3'10'91: !~:~o STC 52. The failure of the City to so amend the Building Code shall not entitle the Developer to any rights or remedies under this Agreement. 4.14 Preparation of Construction Drawings and Related Documents. The Developer shall prepare construction and final drawings and related documents for the development of the Property and shall submit such drawings and related documents to the City and Agency for review and written approval within the times provided therefor in the Schedule . of Performance. Final drawings, plans, and specifications are hereby defined as writings and renderings in sufficient detail to obtain a building permit. Agency staff and the Developer shall hold regular progress meetings to coordinate the preparation and submission to the City of construction plans and related documents. Agency staff and the Developer shall communicate and consult informally as frequently as is necessary to assure that the formal submittal of any documents to the City receive prompt consideration. 4.15 City and Agency Approval of Plans, Dra~ings and Related Documents. The City and Agency shall have the right of review and approval of all plans, drawings and related documents for the development of the Property, including any proposed changes thereto. The City and Age~y shall approve or disapprove such plans, drawings, and related documents and any proposed changes thereto within the time required by law, or. if applicable, as set forth in the Schedule of Performance. Any disapproval shall state in writing the reasons for disapproval and the changes which the City or Agency requests be made. The Developer. upon receipt of a disapproval. shall revise such plans. drawings and related documents and shall resubmit them to the City or Agency as soon as possible after receipt of nOlice. The Agency shall use reasonable good faith effortS to expedile the City's processing and review of the Developer's plans, in a manner consistent with statute. the City's Municipal Code and this Agreement. Any changes required by either the Agency or the City shall not operate to extend the time for performance of the Developer's obligations hereunder. unless such changes are necessary due to Agency or City-initiated deviations from the Scope of Development. The ~ R\'PL11KK.R..U)G~1 -17- )'JO'9(1 1~:50 Agency and the Developer shall confer in good faith regarding appropriate time extensions for Agency or City-initiated changes. 4.16 Cost of Construction; Pro-Rata Share of Signalization. The cost of developing the Property and constructing all required on- and off-site improvements, and providing all utilities therefor. shall be borne by the Developer at its sole cost, expense. and Jjability. Without impliedly limiting the generality of the foregoing statement, the Developer acknowledges that it shall. at its sole cost, expense, and liability, relocate the existing above- and below-ground utility lines currently passing through and over the Property and which provide utility service to those properties located at 152 and 144 East Santa Clara Street. The Developer shall obtain all necessary approvals and permits from any affected private or public utility company. Without limiting the City's authority to impose any and all other lawful development exactions and requirements upon the DeveJopment, the Developer shall pay, prior to the issuance of the first building permit for the Development. the following sums in connection with the Development: (i) The sum of Fifteen Thousand Dollars ($15,000) as the Developer's pro-rata share of the cost of a new traffic signal to be located at the intersection of No. First and E. Santa Clara Street; and (ii) The sum of Two Thousand Five Hundred Dollars ($2.500) as the Developer's pro-rata share of the cost of modification of the existing traffic signal at the intersection of No. Santa Anita A venue and Santa Clara Street. The Developer stipulates and agrees that the foregoing sums. based upon the Developer's own traffic studies. are reasonably related. in terms of both impact and amount of exaction. to the increased traffic which will be attributable to the Development. The ~ R\'PL"BKKR.J06~J -18- 3'10'91 1~:50 Developer's compliance with this Section 4.16 shall satisfy any corresponding condition of approval in any entitlements or approvals issued by the City for the Development. 4.17 Construction and Development Schedule of Performance. After the conveyance of the Property to the Developer, the Developer shall begin and thereafter complete the construction and development of the Development on the Property consistent with the Scope of Development. Subject to Section 4.31, the Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance or such reasonable extension of said dates as may be granted by the Agency. The Schedule of Performance may be revised from time to time as mutually agreed upon in writing between the Developer and the Agency. From time to time during the period of construction and as reasonably requested by the Agency. the Developer shall report to the Agency on the progress of construction. The reports shall be in such form and detail as may reasonably be required by the Agency and shall include construction photographs taken since the last report. 4.18 Indemnity and Insurance. During the period commencing with any preliminary work by the Developer on the Property and until such time as the Agency has issued a Certificate of Completion with respect to the construction of all the improvements thereon. the Developer agrees to and shall defend. indemnify and hold the Agency and City, and their officers. directors, agents. servants, employees and contractors harmless from and against all liability, loss, damage, costs. or expenses (including reasonable anomey's fees and COUrt costs) (all of the foregoing. collectively. "Lia~ilities") arising from or as a result of the death of any person or any accident injury. loss or damage whatsoever caused to any person or to the property of any person and which shall be directly or indirectly caused by any acts done thereon or any errors or omissions of the Developer or its officers. directors. agents. servants. employees or contractors. The Developer shall not be responsible for (and such indemnity shall not apply to) any Liabilities arising from the acts. errors or omissions of the Agency or the City. or their respective officers. directors. agents. servants, employees or contractors. The Agency and City shall no! be responsible for any Liabilities arising from the acts. errors ~ R\'Pl."'B Kj:.R.4OG~1 -19- 3'10'9115:50 or omissions of any person or entity under this Agreement except the Agency and the City and their respective officers, agents, servants, employees or contractors. The Developer's obligations under this paragraph shall survive the termination or expiration of this Agreement and extend to Liabilities which arise from the acts, errors and omissions hereinabove described occurring at any time prior to the issuance of a Certificate of Completion for the entirety of the Development. Prior to the commencement of construction on the Property, the Developer shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of , ' bodily injury and property damage insurance policies in the amounts set forth in Section 3.6, naming the Agency and,the City as additional or co-insured. The policies shall be "occurrence", not "c1ai1Ds made," policies and shall be primary and non-contributing to any insurance that the Agency may elect to obtain. The policies shall be issued by a carrier admitted to do business :in California, with a Best's rating of B + VIII or better. Said policies shall provide that they shall not be canceled or reduced in coverage or amounts without giving the Agency at least thirty (30) days prior written notice. The policy amounts set forth in Section 3.4 shall not limit or define the extent of Developer's indemnity liability pursuant to this Section 4.18 or any other provision of this Agreement, or arising as a matter of law or at equity. The insurance obligations set forth in this paragraph shall remain in effect until a Certificate of Completion has been issued by the Agency for the Development. The Developer shall also furnish or caused to be furnished to the Agency evidence satisfactory to the Agency that the Developer's general contractor carries workers' compensation insurance as required by law. 4.19 Governmental Permits and Compliance With Laws. Before commencement !I of construction or development of any buildings, structures or other work of improvement upon the Property, the Developer shall, at its own expense, secure or cause to be secured any and all permits or approvals which may be required by or from the City or any other governmental agency. The Agency shall provide reasonable non-financial assistance to the Developer in securing these permits or approvals. The Developer shall carry out the ~ RVPUB\KKR\4062\ -20- 311019815:50 construction of the Development in confonnity with all applicable laws. including all applicable federal and Slate labor and safety standards. 4.20 No Discrimination. The Developer, for itself and its successors and assigns. agrees that in the construction of the Development the Developer will not discriminate against any employee or applicant for employment because of sex. marital status, race, color, religion. creed. national origin, or ancestry, and that the Developer will comply with all applicable local. state and federal fair employment laws and regulations. The Developer covenants and agrees for itself, its ~uccessors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex. marital status, ancestry or national origin in the sale, lease, sublease, transfer, use. occupancy, tenure or enjoyment of the Property, nor shall the Developer itself, or any person claiming under or through it. establish or penn it any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, lessees. subtenants, sublessee or vendees of the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. All deeds, leases or contracts relative to the Property or the improvements constructed thereon shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses. pursuant to Section 33436 of the California Health and Safety Code: 4.20.1 In deeds: "The grantee herein covenants by and for himself, his heirs. executors. administrators. and assigns. and all persons claiming under or through them. that there shall be no discrimination against or segregation of. any person or group of persons on account of race. color. creed. religion. sex. marital status. national origin or ancestry in the sale. lease. sublease. transfer. use. occupancy, tenure or enjoyment of the land herein conveyed. nor shall the grantee himself or any person claiming under or through him, establish or pennit any such practice or practices of discrimination or segregation with reference to the ~ R\1'CB .K.KR..s06~1 -21- )']091 1~:50 selection. location. number. use or occupancy of tenants. lessees. subtenants. sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land in perpetuity. " 4.20.2 In leases: "The lessee herein covenants by and for himself. his heirs, executors, administrators and assigns, and all persons claiming under or through him. and this lease is made and accepted upon the subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection. location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land herein leased. " 4.20.3 In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease. transfer, use, occupancy. tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection. location, number, use, or occupancy of tenants, lessees subtenants, sublessees or vendees of the land. " 4.21 Rights of Access. For the purpose of assuring compliance with this Agreement. representatives of the Agency and the City shall have reasonable right of access to the Property without charge. 4.22 Power of Termination. 4.22.1 This Section 4.22 reserves to the Agency a power of termination in the Property. as such powers as described in California Civil Code section 885.01O.!;l~. ~ RYPL13 KKR-JOG:::I -22- 3'I0'9t l~:~O The Agency shall. upon thiI1y (30) days wrinen notice 10 the Developer, have the right, at its option and due 10 any cause set fOI1h in this Section 4.22, and without compensation whatsoever to the Developer, to terminate the estate granted to the Developer hereunder and take possession of all or any pOI1ion of the PropeI1Y and all improvements thereon for which a CeI1ificate of Completion has not been issued, together with all improvements thereon. and to revest in the Agency the estate conveyed to the Developer hereunder and 10 vest title 10 all improvements constructed thereon, if after conveyance of title and prior 10 the recordation of a CeI1ificate of Completion, the Developer (or its successors in interest) shall: (i) Fail to obtain.a CeI1ificate of Occupancy (as provided by City's Municipal Code) for the Development by the date set fonh therefor in the Schedule of Performance; or (ii) Abandon or substantially suspend, or allow the abandonment or substantial suspension, of construction of all or any ponion of the Development for thirty (30) days after written notice of such abandonment or suspension from the Agency; or (iii) Assign or attempt to assign this Agreement, or any rights or obligations herein, or transfer, or suffer any involuntary transfer, of the Propem- or any paI1 thereof. in violation of this Agreement, and such violation shall not have been cured within thiI1y (30) days after of written notice thereof from the Agency; or (iv) Fail to cure within 30 days after occurrence any default with respect to any financing secured by a deed of trust. mOI1gage or other security interest in the Property or any ponion thereof. The thiI1y (30) day written notice specified in this Section 4.22 shall specify that the Agency proposes 10 take action pursuant 10 this Section 4.22 and shall specify which of the Developer's obligations set forth in subsections 4.22.1 (i) through 4.22.1 (iv) have been breached. The Agency may proceed with the remedy set fOI1h herein only if the Developer does not cure such default within thiI1Y (30) days following such notice. ~ R.\ "PL1i}:.KJ{ .406::1 -23- )'10'9815:50 Upon the revesting in the Agency of title to the Property by grant deed or coun decree, the Agency shall use its reasonable good faith effons to resell the Propeny at fair market value as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the Community Redevelopment Law and of the Redevelopment Plan. to a qualified and responsibl~ pany or parties (as reasonably determined by the Agency) who will assume the Developer's obligation to begin and/or complete and/or operate the Development, or such other replacement project acceptable to the Agency in its sole and absolute discretion. in accordance with this Agreement and the Redevelopment Plan. Upon such resale of the Property (or any portion thereof), the proceeds thereof shall be applied as follows: (i) First, to pay any and all amounts required to release/reconvey any mortgage, deed of trust, or other encumbrance required for any reasonable method of financing the acquisition of the Property or the construction of the Development, provided that such financing was approved by the Agency pursuant to Section 4.24; and (ii) Second, to reimburse the Agency on its own behalf or on behalf of the City for all actual internal and third party costs and expenses previously or currently incurred by the Agency and the City related to the Property or the Development, including, but not limited to, customary_and reasonable fees or salaries to third party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any pan thereof; all taxes, assessments and utility charges paid by the City and/or the Agency with respect to the Propeny or ponion thereof; any payment made or necessary to be made to discharge or prevent from anaching or being made any subsequent encumbrances or liens due to obligations incurred by the Developer or the Agency or the City with respect to the making or completion of the Development or any pan thereof upon the Propeny; and amounts otherwise owing to the Agency by the Developer or its successors in interest to the Propeny or any pan thereof pursuant to the terms hereof; andd ~ R \ .PCB .KKR 40621 -24- )'IO'9[ 1~:~O (iii) Third. 10 the extent that any and all funds which are proceeds from such resale are thereafter available. taking into account any prior encumbrances with a claim thereto, to reimburse the Developer. or its successors in interest to the Property or any part thereof, equal 10 the sum of: (I) the Property Purchase Price; and (2) the third party costs actually incurred and paid by the Assignee for the development of the Property including, but not limited to, costs of carry. taxes. and other items as set forth in the Developer's cost statement, which shaH be subject to the Agency's reasonable approval; provided, however, that the Developer shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans or other encumbrances which are paid by the Agency pursuant to the provisions of subsections (i) or (ii) above. or which related to liens or other encumbrances which are paid by the Agency pursuant to subsection (i) or (ii) above. Any portion of the resale proceeds remaining after the foregoing applications shall be retained by the Agency as its sole and its exclusive property. 4.22.2 The right of the Agency to reenter. repossess, terminate, vest and revest shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit any mortgage, deed of trust or other security interest required for any reasonable method of financing the construction of improvements on the Property and any other expenditures necessary to appropriately develop the Property under this Agreement (provided that the Agency has consented to such financing pursuant to Section 4.24) or any rights or interests provided in this Agreement for the protection of the holders of any such mortgage, deed of trust or other security interest. Any grant deed or ground lease to the Property or any portion thereof conveyed or leased by the Developer to another party shall contain appropriate references and provisions to give effect to the Agency's rights as set forth in this Section 4.22. R\'PLll K.Kj( ~06~1 -25- )'10'91 1~:50 ~ ~ 4.22.3 Upon the Agency's exercise of its rights and powers as provided in this Section 4.22. the Developer or its'successors shall convey by grant deed to the Agency title to the Property and all improvements thereon in accordance with Civil Code Section 1109. as hereafter amended or substituted. Such conveyance shall be duly acknowledged by the Developer in a manner suitable for recordation. The Agency may enforce its rights pursuant to this Section 4.22 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction. 4.22.4 IMMEDIATELY FOLLOWING THE 30 DAY PERIOD SPECIFIED IN SUBSECTION (a) ABOVE, THE AGENCY, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RlGHT TO REENTER AND TAKE POSSESSION OF ALL OR ANY PORTION OF THE PROPERTY AND ITS IMPROVEMENTS WITHOUT PRlOR NOTICE OR COMPENSATION TO THE DEVELOPER. BY ITS INITIALS BELOW. THE DEVELOPER HEREBY EXPRESSLY WAIVES TO THE MAXIMUM LEGAL EXTENT ANY AND ALL RlGHTS WHICH IT MAY HAVE UNDER CIVIL CODE SECTION 791 AND CODE OF CIVIL PROCEDURE SECTION 1162, AS THOSE STATUTES ARE AMENDED OR SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRlNCIPLES OF SIMILAR EFFECT. DEVELOPER'S INITIALS THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE AGENCY'S EXERCISE OF ITS POWER OF TERMINATION AND RlGHT OF REENTRY PURSUANT TO THIS SECTION 4.22 SHALL WORK A FORFEITURE OF THE ESTATE IN THE PROPERTY CONVEYED TO THE DEVELOPER HEREUNDER. THE DEVELOPER HEREBY EXPRESSLY WAIVES TO THE MAXIMUM LEGAL EXTENT ANY AND ALL EQUITABLE AND LEGAL DEFENSES THAT IT MAY HAVE TO SUCH FORFEITURE, INCLUDING. BUT NOT LIMITED TO, THE DEFENSES OF LACHES, WAIVER. ESTOPPEL. SUBSTANTIAL PERFORMANCE OR COMPENSABLE R\.PL"B J:l:.R~OG~l -26- J'101Jt 1~:Stl Agreement. The Developer shall notify the Agency in writing in advance of any mOl1gage. deed of trust, sale and leaseback or other form of conveyance for financing if the Developer proposes to enter into same before recordation of a Certificate of Completion. The Agency shall have fifteen (15) business days from receipt of such notice within which to approve or disapprove such financing. If the Agency disapproves, the disapproval shall be delivered in writing to the Developer within such fifteen (15) business day period and shall Slate the reason for such disapproval. Agency's failure to timely deliver such written notice of disapproval shall be deemed an approval. The Agency may withhold approval for, without limitation, any of the following reasons: (i) any such conveyance for financing is not given to a responsible financial or lending institution or other acceptable person or entity who will finance the Development in a manner consistent with the terms of this Agreement: (ii) such financing will restrict or impair the ability of the Developer to carry out its obligations hereunder; (iii) the lender fails to agree to provide the Agency notice of any Developer default and an opporrunity to cure such default and the opporrunity to subrogate to and assume the Developer's obligations to the lender; and (iv) such lender refuses to execute and deliver such agreements as are reasonably necessary to confirm that such lender's lien is subordinate to the Agreement, except for the mortgagee protection provisions of Section 4.22. Upon its receipt of notice of the Developer's default to its lender, and the Developer's subsequent failure to cure such default within thirty (30) days from its occurrence, the Agency may cure such default on the Developer's behalf and may exercise its rights under Section 4.22. The Developer's failure to cure such default on its own behalf shall be deemed a material default under this Agreement. The Developer shall reimburse the Agency. within thirty (30) days after written demand therefor by the Agency. for all sums expended by the Agency on the Developer's behalf incurring any such default. Nothing in this Agreement shall be deemed to obligate the holder of any mOl1gage. deed of trust or other financing instruments to construct the Project or to guarantee such construction. Nothing in this Agreement shall be deemed to permit or authorize any such holder to develop the Property or construct improvements thereon except in strict compliance with this Agreement. Any right. title or interest in the Property (or any portion thereof) ~ R\1'L1J KKR.J06~l -29- )'10'911: B:50 acquired by any means by any holder of a mortgage, deed of trust, or other form of financing conveyance, or by such holder's assignees or successors, shall be subject to the terms and provisions of this Agreement and the Grant Deed. The wor'ds "mortgage" and "deed of trust" as used herein include all customary modes of financing real estate acquisition, construction and land development in Los Angeles County. 4.25 Certificate of Completion. Upon the Developer's completion of the Development, the Agency shall furnish the Developer with a Cel1ificate of Completion following written request therefor by the Developer. The Cel1ificate of Completion shall be a conclusive determination of satisfactory completion of all of the improvements required to be completed under this Agreement for the Development and of full compliance by the Developer with the terms of this Allreement (other than covenants which survive the issuance of a Certificate of Completion). The Cel1ificate of Completion shall be in such form as to permit it to be recorded in the Los Angeles County Recorder's Office. If the Agency refuses or fails to furnish a Cel1ificate of Completion after written request from the Developer, the Agency shall within fifteen (15) days of the written request or within three (3) days after the next regular meeting of the Agency, whichever date occurs later. provide a written statement to the Developer setting forth the reasons for the Agency's refusal or failure to furnish a Certificate of Completion. The statement shall contain the Agency's opinion of the actions the Developer must take to obtain a Cenificate of Completion. If the reasons for such refusal are confined to the immediate unavailability of specific items or materials for construction or landscaping, the Agency shall issue a Certificate of Completion upon the Developer's posting of a bond or irrevocable letters of credit, reasonably approved as to form and substance by the Agency's legal counsel. in an amount representing the fair value of the work not yet completed, as reasonably determined by the Agency. A Certificate of Completion will not constirute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage or a Certificate of Occupancy as provided by City's Municipal Code. A Cel1ificate R\1'L13 }:J:.R.4OG~1 -30- 3'IO'911~:SO of Completion will not constitute a notice of completion as referred to in Civil Code Section 3093. 4.26 Covenants Running With the Land. 4.26.1 Use Covenant. The Developer covenants and agrees for itself, its assigns and all voluntary and involuntary successors in interest to the Property or any part thereof, that, until 20 I 4, the Propei-ty shall be put to the uses specified in the Redevelopment Plan, this Agreement, and the Grant Deed for the Propeny. 4.26.2 No Conveyance to Tax Exempt Entity. The Developer covenants and agrees for itself. its assigns and all voluntary and involunlary successors in interest to the Propeny or any pal1 thereof, that, during all times that the Agency is permitted to receive propeny tax increment from the Project Area pursuant to Health and Safety Code Section 33670 (as that statute may be substiruted or amended), the Property or any portion thereof may not be used, or otherwise sold, transferred, conveyed, assigned, leased, leased back, or hypothecated to or for any use that is partially or wholly exempt from the payment of real property taxes or which would cause the exemption of all or any portion of such real propeny taxes. 4.26.3 No Property Tax Contest. The Developer covenants and agrees for itself. its successors. its assigns and all voluntary and involuntary successors in interest to the Property or any part thereof. that. during all times that the Agency is permined to receive property tax increment from the Project Area pursuant to Health and Safety Code Section 33670 (as it may be amended or substiruted), the D~veloper shall not contest the assessed valuation of the Property or any part ~ RYPL11 J:..l:.R..~06~J -31- nO'9115:S0 4.26.4 thereof, as established by the Los Angeles County Assessors Office. provided that such assessed value does not exceed the product of Twelve Dollars and Eighty Cents ($12.80) times the actual gross square footage of the Propeny. Opening and Operation Covenant. Developer covenants and agrees for itself, its successors, its assigns and all voluntary and involuntary successors in interest to the Propel1Y or any pal1 thereof that it will construct, open, and, for a period of seven (7) years following the date that the Development first opens for business to the general public, operate the Development as ongoing, high quality Hilton Garden Inn and Fairfield Suites 365 days per year. Suspension of operation of either hotel for a period of no more than ninety (90) continuous days no more often than once every three (3) years shall not be deemed to be a violation of this Section 4.26.4. The covenants set forth in Sections 4.26.1 through 4.26.4 and Section 4.20 touch and concern the Property, and every pan thereof, and constirute covenants running with the Property and every part thereof. These covenants may be enforced by the Agency or the City (as an intended third party beneficiary), regardless of whether the Agency or the City currently or continue to own an interest in any property within the Project Area. Developer hereby irrevocably stipulates and agrees that breach of any of the covenants set forth in Section 4.20 or Section 4.26.1 through 4.26.4 will result in great and irreparable damage to the Agency and the City, will violate the public policy and the purposes of the Community Redevelopment Law. and will result in damages to the Agency and the City which are either impracticable or extremely difficult to quantify. Accordingly. any covenant set forth in Sections 4.26.1 through 4.26.4 or Section 4.20 may be enforced by means of an injunctive relief or specific performance action. H\'PLllJ:.K,R-a:OG:J ~ -32- )'JO"'::It 1~:Stl 4.27 Specific Performance as to Conve)'ance or Acceptance of Title. If the Agency refuses to convey title to the Property after all conditions precedent to such conveyance have been satisfied or waived in writing by the Developer. the Developer may make written demand upon the to convey title, If title is not conveyed within fifteen (15) days following the written demand, the Developer. at its option, may institute an action for specific performance of the terms of this Agreement as to the conveyance of title to the Propel1y. 4.28 General Damages. If the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the non-defaulting pal1y shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default, the nondefaulting party may instirute any appropriate legal action or proceeding against the defaulting party and recover such damages and exercise such remedies as are available to the non-defaulting party pursuant to this Agreement or arising as a matter of law or in equity. 4.29 Notices and Demands. All notices or other communications required or permitted hereunder shall be in writing, and may be personally delivered or sent by United States registered or cenified mail, postage prepaid, rerurn receipt requested, addressed to parties at the addresses provided in Section 1.2, subject to the right of either party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the second business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail shall be deemed given upon receipt of the same by the party to whom the notice is given. 4.30 Nonliability of Agency Officials and Employees. No board member. official. contractor. consultant, attorney or employee of the Agency shall be personally liable to the Developer. any successors or assignees. or any lender or parlY holding an interest in the Property in the event of any default or breach by the Agency, or for any amount which may ~ R\ "PL"'R KKR ~OG~ J -33- 3'JO'9! 15:50 become due to the Developer or to its successors or assignees, or on any obligations arising under this Agreement. 4.31 Time Deadlines Critical; Ex1ensions and Delays; No Excuse Due to Economic Changes. 1'ime is of the essence of this Agreement. In addition to specific provisions of this Agreement, times for performance hereunder shall be extended where delays or defaults are due to war; insurrection; strikes; lockouts: riots; floods; earthquakes; fires; acts of God or of third parties; litigation; acts of a public enemy; epidemics; quarantine restrictions; unlawful governmental delays and inaction, and freight embargoes (collectively, "Enforced Delays") provided, however, that the party claiming the extension notify the o'ther party of the narure of the matter causing the default; and, provided further. that the extension of time shall be only for the period of the Enforced Delays. However, deadlines for performance may not be extended as provided above due to any inability of the Developer to obtain or mainlain financing for the acquisition of the Property or for the construction of the Development. The Developer expressly agrees that adverse changes in economic conditions, either of the Developer specifically or the economy generally, or changes in market conditions or demands shall not operate to excuse or delay the sfrict performance of each and every of Developer's obligations and covenants arising under this Agreement. The Developer expressly aSSUmes the risk of such adverse economic or market changes or conditions. whether foreseeable or not at the time of the Developer's entry into this Agreement. 4.32 Attorney's Fees. If either pal1y brings any action or proceeding against the other arising out of this Agreement, or is made a party to any action or proceeding brought by the Escrow Agent, then as between the Developer and the Agency. the prevailing party shall be entitled to recover as an element of its costs of suit. and not as damages, its reasonable anomey's fees as fixed by the court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. Recoverable COSts and fees include those incurred on appeal and 'in the enforcement of any judgment. ~ R\'PL"n }:.K.H.~OG::!1 -34- )'10'911 J~:50 4.33 Real Estate Commissions. Except to the extent expressly agreed to by the Agency in writing, and except as to those obligations incurred by the Agency to Hayes and Company, the Agency shall not be liable for any claims for real estate commission, brokerage fees or finders fees which may arise from this Agreement or the transactions set fOl1h herein. The Developer shall defend, indemnify and hold the Agency harmless from any and all such claims to the extent such claims arise from the action or inaction of the Developer. 4.34 Submission of Documents and Other Actions for Appro\'al. Except where such approval is expressly reserved to the sole discretion of the approving party, all approvals required hereunder by either party shall be not be unreasonably withheld. 4.35 Amendments to This Agreement. The Developer and the Agency agree to consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions, bond counselor financial consullants. Any amendments to the Agreement must be in writing and signed by the appropriate authorities of both the Agency and the Developer. The Executive Director is authorized with the concurrence of the City Attorney as to form, to approve and execute minor amendments to this Agreement, including, but nO! limited to, the granting of extensions of time to the Developer. 4.36 Jurisdiction and Venue. Any action or proceeding concerning this Agreement shall be filed and prosecuted in the appropriate California court in' the County of Los Angeles, California. Each party hereto irrevocably consents to the personal jurisdiction of the court. The Agency and the Developer each hereby expressly waive the benefit of any provision of law providing for a change of venue to any other court, including. without limitation, federal district court, due to the diversity of citizenship between the Agency and the Developer or due to the fact that either the City or the Agency is a party to such action or proceeding. Without limiting the generality of the foregoing, the Developer specifically waives any rights provided to it pursuant to California 'Code of Civil Procedure Section 394 or other state or federal statutes or judicial decisions of similar effect. ~ R\"PL"B J:..K.R-.WG~l -35- )'10'911 ~:50 4.37 Interpretation; Governing Law. The Agency and the Developer acknowledge that this Agreement is the product of mutual arms-length negotiation and drafting and that each party has been represented by legal counsel in the negotiation and drafting of this Agreement. Accordingly, the rule of construction which provides the ambiguities in a document shall be construed against the drafter of that document shall have no application to the interpretation and enforcement of this Agreement. In any action or proceeding to interpret or enforce this Agreement, the finder of fact may refer to such extrinsic evidence not in direct conflict with any specific provision of this Agreement to determine and give effect to the intention of the parries hereto. This Agreement shall be interpreted in accordance with California Slarutes and decisional law , without regard to conflict of laws principles. 4.38 Counterpart Originals; Integration. This Agreement may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. This Agreement and its Exhibits represent the entire underSlanding of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any pan of the subject matter hereof. 4.39 No Waiver. Failure 1.0 insist on anyone occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term. covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at anyone time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 4.40 No Unintended Third Party Beneficiaries. The performance of the Agency's and the Developer's respective obligations under this Agreement are not intended to benefit any party other than the Agency or the Developer. except as expressly provided other\l,'ise herein. No person or entity not a signatory to this Agreement shall have any rights or causes of action against any party io this Agreement as a result of that party's performance or non- performance under this Agreement, except as expressly provided otherwise herein. k \"PL 1l KKR .HlG~ I -36- 3'\O'Qf 1~:5Cl The foregoing notwithstanding. the City of Arcadia is declared to be an intended third pany beneficiary as to performance of the Developer's obligations and covenants under this Agreement. [SIGNATURES ON FOLLOWING PAGES] ~ R\'PCB.KKR.JOG:!I .37- )'IO'9! I~:SO Dated: THE ARCADIA REDEVELOPMENT AGENCY By: Executive Director of the Arcadia Redevelopment Agency ATTEST: By: APPROVED AS TO FORM: Michael H. Miller Agency General Counsel APPROVED AS TO FORM: BEST BEST & KRIEGER LLP Agency Special Counsel ~ R"PUS\KKR\.40621 -::\R- 3110/9815:50 STONEBRIDGE COMPANIES a Colorado corporation Dated: By: Its: ATTEST: By: Secretary APPROVED AS TO FORM: Buckner, Alani & Young Anorney for the Developer ~ R\"PL1J KK.R,.HlG~1 -39- 3'I0'9! 1~:SO STATE OF CALIFORNIA COUNTY OF LOS ANGELES On . 199R~ before me. the unde~igned no~ry public. personally aprearc:d . 0 personally known to mt OR 0 proved to me on the ba,sis of satisfaclOry evidence to be the person whose name is subscribed to the .....ithin instrument and aclmowlcdl!cd lO me thai he execuled th~ same in his authorized capacity. and that by his signature: on the inslrumenl the person, or the emiry upon ttehalf of which he person acted. coltcculed the instrument. WITNESS my hand and official sell. Sig:narure of Notal')' (SISAL) RVpt."BKJ:..R ~06:!1 -40- :...................................................................... CAPACITY CLAIMED BY SIGNER: o Jndividual<sl o Corporate Officer(s) o Pannen') o Anomey.in.Facl o Trustee(s) o Subscribing Wimess o Guardian/ConservalOr . Other EXECUTIVE DIRECTOR OF AGENCY SIGNER IS REPRESENTING, NAME OF PERSON(S) OR ENTITYOES) RIVERSIDE REDEVELOPMENT . AGENCY . ..........................................................................; ~ 3'1O"1)~ 15:50 ST.HE OF CALlFORKIA COUKH OF On , 1998. before me. the undersigned not4ilry public. personally appeared . 0 rersonall)' known 10 me OR 0 proved to me tm the basis of satisfactoT)" evidence to he the person whose name is subscribed to the within inMrument and i!cl.:nowled!!cd to me thai he executed the same in his authorized capacity. and that by his signature on the insuumem the person. or the entity Upol'l behalf of which he person acted. executed the inmumenl. WITNESS my hand and official seal. Signanm: of Notary (SEAL) R\'PL1H~.KR406:!1 -41- CAPACITY CLAIMED BY SIGNER: o Individual{s) o Corporate Officer(s) o Partner(s) o Anomey~in.Flct o Trustee(s) o Subscribing Wimc:ss o Guardian/Conservator l!;j Other SIGNER IS REPRESENTING: NAME OF PERSON(Sl OR ENTITY(!ESl REDEVELOPER . .........................................................................; ~ 3'10'91 I ~i:SO R\'PL13 K.KR~0611 EXHIBIT A-I TO HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT Legal Description of the Property .~ 3'I0'9k 15:50 EXHIBIT A-1 NWC LEGAL DESCRIPTION SANTA CLARA STREET. 152 E. LOT to IN BLOCK n OF "A PART OF ARCADIA SANTA ANITA TRACr, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 69 AND 90 OF MISCELLANEOUS RECORDS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY SANTA CLARA STREET, 156 E. LOT 19tN BLOCK n OF "A PART OF ARCADIA SANTA ANITA TRACr, IN THE CITY OF ARCADIA. AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SECOND AVENUE, 21 N. LOTS 17, 18, 19, 20. 21 AND 22 IN BLOCK 75 OF "A PART OF ARCADIA SANTA. ANITA TRACr, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCElLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SECOND AVENUE, 101 N. LOT 131N BLOCK 77 OF "A PART OF ARCADIA SANTA ANITA TRACT", IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SECOND AVENUE,105 N. LOT 14 IN BLOCK 77 OF "A PART OF ARCADIA SA NT A ANITA TRACT', IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 69 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SECOND AVENUE,109 N. LOT 151N BLOCK 77 OF "A PART OF ARCADIA SANTA ANITA TRACT', IN THE cm OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SECOND AVENUE, 117 N, LOT 181N BLOCK 77 OF "A PART OF ARCADIA SANTA ANITA TRACT', IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SECOND AVENUE, 121 N. LOT 17 IN BLOCK n OF "A PART OF ARCADIA SANTA ANITA TRACT, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ~ SECOND AVENUE, 125 N. LOT 181N BLOCK 77 OF "A PART OF ARCADIA SANTA ANITA TRACT", IN THE CllY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNlY. , , EXCEPT ANY PORTION THEREOF INCLUDED WITHIN THE LAND DESCRIBED IN A DEED RECORDED JANUARY 16,1991 AS INSTRUMENT NO. 91-&8789. SECOND AVENUE (vACATED PORTIONI PARCEL 1: THAT PORTION OF, SECOND AVENUE 60.00 FEET WIDE, AS SHOWN ON MAP OF "A PART OF ARCADIA SANTA ANITA TRACT". IN THE CllY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15, PAGES 89 AND 90 OF MISCELlANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 20 IN BLOCK 75 OF SAID "PART OF ARCADIA SANTA ANITA TRACT"; THENCE EASTERLY ALONG THE EASTER1. Y PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 20 IN SAID BLOCK 75. A DISTANCE OF 14.63 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 5040.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 76" 39' 11"; THENCE NORTHWESTERLY ALONG SAID CURVE TO THE INTERSECTION OFTHE EASTERLY PROLONGATION OF THE CENTER LINE OF WHEELER AVENUE, (FORMERLY KNOWN AS WALNUT STREET, 60.00 FEET WIDE). AS SHOWN ON SAID MAP OF OA PART OF ARCADIA SANTA ANITA TRACT"; THENCE WESTERLY ALONG' SAID PROLONGATION OF THE EASTERLY LINE OF SAID LOT 20 IN SAID BLOCK 75; THENCE SOUTHERLY ALONG SAID PROLONGATION TO THE POINT OF BEGINNING. PARCel 2: THAT PORTION OF SECOND AVENUE 60.00 FEET WIDE. AS SHOlNN ON MAP OF "A PART OF ARCADIA SANTI\- ANITA TRACT", IN THE CITY OF ARCADIA. AS PER MAP RECORDED IN BOOK 15. PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOllOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 20 IN BLOCK 75 OF SAID" PART OF ARCADIA SANTA ANITA TRACT"; THENCE EASTERLY ALONG THE EASTERLY PROLONGATION OF; THE NORTHERLY LINE OF SAlD LOT 20 IN SAID BLOCK 75, A DISTANCE OF 14.63'FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 5040.00 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 76" 39; 110 WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE TO THE INTERSECTION OF THE CENTER LINE OF SAID SECOND AVENUE. 60.00 FEET WIDE; TH::NCE SOUTHER1. Y ALONG SAID CENTER UNE, 213,28 FEET TO THE NORTHEASTERLY LINE OF THE 50.00 FOOT RIGHT OF WAY OF THE ATCHESON TOPEKA AND SANTA FE RAILROAD COMPANY, AS DESCRIBED IN DEED RECORDED IN BOOK 681 PAGE 198 OF DEED OF SAID COUNTY; THENCE NORTHVYESTERL Y ALONG SAID RIGHT OF WAY 38.30 FEET TO THE EASTERLY UNE OF SAID BLOCK 75: THENCE NORTHERLY ALONG SAID EASTERLY LINE 242.12 FEET TO THE POINT OF BEGINNING, -, ~ PARCEL 3: THAT PORTION OF LOT 11N BLOCK 64 OF THE MAP OF "A PART OF SANTA ANITA TRACT". IN THE CITY OF ARCADIA. AS PER MAP RECORDED IN BOOK 34 PAGES 41 AND 42 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF SECOND AVENUE (60.00 FEET WIDE) AS SHOWN ON SAID MAP OF "A PART OF SANTA ANITA TRACT", IN SAID CITY, NOW VACATED BY THE CITY OF ARCADIA, RESOLUTION NO. 5590, A CERTIFIED COPY OF WHICH WAS RECORDED JUNE 14. 1991 AS DOCUMENT NO. 91-691336, DESCRIBED AS A WHOLE AS fOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF SAID SECOND AVENUE, WITH THE NORTHEASTERLY LINE OF THE LAND AS DESCRIBED IN THE DEED TO SOUTHERN CALIFORNIA RAILWAY COMPANY, RECORDED IN BOOK 661 PAGE 196 OF DEEDS, IN SAID RECORDERS OFFICE; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE TO THE EASTERLY LINE OF THAT PARCEL OF LAND DESCRIBED IN SAlD CITY OF ARCADIA RESOLUTION NO. 5590; THENCE NORTHERLY AND NORTHINESTERL Y ALONG SAID EASiERL Y LINE TO THE CEITIER LINE OF SAID SECOND AVENUE; THENCE SOUTHERLY ALONG SAID CENTER LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION O~ SAID lAND, TITLE OF WHICH WOULD PASS WITH LEGAL CONVEYANCE OF SAID OEED TO THE SOUTHERN CALIFORNIA RAILWAY COMPANY. WHEELER AVENUE, 139 E. PARCEL 1 OF PARCEL MAP NO. 10724, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN 600K 111 PAGES 13 AND 14 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. WHEELER AVENUE, 153 E. LOT 11 IN BLOCK 77 OF "A PART OF ARCADIA SANT A ANITA TRACT', IN THE CITY OF ARCADIA, AS PER MAP RECOROEl;> IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. WHEELER AVENUE, 157 E. LOT 121N BLOCK 77 OF 'A PART OF ARCADIA SANTA ANITA TRACr, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND gO OF MISCELLANEOUS RECORDS, IN THE OfFICE OF THE COUNTY RECORDER OF SAID COUNTY, WHEELER AVENUE (VACATED) THAT PORTION OF WHEELER AVENUE (FORMER!.. Y KNOWN AS WALNUT STREET), 60.00 FEET WlDE, AS SHOWN ON 'MAP OF A PART OF ARCADIA SANTA ANITA TRACT", IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CAUFORNIA, AS PER MAP RECORDED IN BOOK 1S, PAGES 69 AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY, BOUNDED ON THE \NEST BY 11-IE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF LOT 6 IN BLOCK 77 OF SAID MAP, AND BOUNDED ON 11-IE EAST BY THE WESTERLY LINE OF 11-IE LAND ~ DESCRIBED IN RESOLUTION NO. 5590 BY THE CITY OF ARCADIA, FOR STREET VACATION PURPOSES, RECORDED JUNE 14, 1991 AS INSTRUMENT NO. 91.e91336. RAILROAD SPUR: . THE LAND REFERRED TO HEREIN IS SlTUA TED IN THE COUNTY OF LS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF LOTS 8 AND 9 IN BLOCK 77 OF "A PART OF ARCADIA SANTA ANITA TRACT' IN THE CIT:'t' OF ARCADIA, AS PER 1M RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCElLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOI:JNDED AS FOUOWS: ON THE INEST BY THE INESTERLY LINE OF SAID BLOCK 77; ON THE SOUT~ST BY THE NORTHEASTERLY LINE OF THE 50.00 FOOT RIGHT OF WAY OF THE ATCHESON, TOPEKA AND SANTA FE RAILROAD COMPANY, AS DESCRIBED IN DEED RECORDED IN BOOK 861 PAGE 198 OF DEEDS OF SAID COUNTY: BOUNDED ON THE SOUTH BY THE NORTHERLY LINE OF WHEELER AVENUE, 60.00 FEET WIDE, AS NOW ESTABLISHED, AND BOUNDED ON THE NORTHEAST BY THE CURVED SOUTHERLY LINES OF PARCELS 1 AND 2 OF PARCEL MAP NO, 10724, FILED IN BOOK 111 PAGES t3AND 1. OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AlJ..EY VACATION: THAT PORTION OF THAT CERTAIN ALLEY (20.00 FEET WIDE) AS SHOWN ON MAP OF'A PART OF ARCADIA SANTA ANITA TRACT', IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 15 PAGES 8" AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN BLOCK 77 OF SAID MAP OF'A PART OF ARCADIA SANTA ANITA TRACT', BOUNDED ON THE WEST BY THE SOUTHERLY PROLONGA nON OF THE INESTERL Y LINE OF LOT 20 IN SAID BLOCK 77 AND BOUNDED ON THE EAST BY THE SOUTHERLY PROLONGATION OF THE EASTERl. Y LINE OF LOT 16 IN SAID BLOCK 77. ALSO, THE SOUTHERLY 10 FEET OF" THAT PORTION OF THAT CERTAIN ALLEY (20.00 FEET WIDE) AS SHOWN ON MAP OF . A PART OF ARCADIA SANTA ANITA TRACT", IN THE CITY OF ...RCADIA AS PER MAP RECORDED IN BOOK 15 PAGES 8i.-AND 90 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. INCLUDED WITHIN BLOCK n OF SAID MAP OF.... PART OF ARCADIA SANTA ANITA TRACT", BOUNDED ON THE WEST BY THE SOUTHERL YOPROLONGATION OF THE WESTERLY LINE OF LOT 22 IN SAID BLOCK 77 AND BOUNDED ON THE EAST BY THE SOUTHERLY PROLONGATION OF THE EASTERLY UNE OF LOT 121 IN SAID BLOCK 77. LEGI\l..1.NW:: ~ R\T'L"BKKR..a06~l EXHIBIT A-2 TO HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT Map of the Propel1y [Attached] . )'IO'9[ 15:S0 EXHIBIT A-2 NORTHWEST CORNER DEVELOPMENT SITE , , , ---------., , , , ---------., , , : ; , , , ~---------- , 1..---------- , L__________ , , , -----------------------1 , L, , , , , , -----------------------, i CLARA STREET SANTA w :=> :z: w > <: '<:>, ".... , " ......:...;z.., -------x .......... ....t<>.. ----------l '.., J.('.., I 1.. ..,.... , I', ..,.... I I .. ...", , I 1... '....... : : : ..........>.. : : : ><<>.. I t I I .. .... I 1 I I ..... ........ ---_:0._-"- w :=> :z: w > <C o :z: o u w V) WHEELER AVENUE , , , ---------., , , , ----------< , , , l- V) c:: u... i---------i ~-----r"'---~ I ' , HU~T INGTON DrllVE 1r' - , i i---------~ I , r----------- I ! I , , , , , , , , ----------- , , , ----------- , , , , , , AL I?, -~:J--- )1 r,:,: 1 Northwest Corner Site , , , , , , , ," , , , , , , , ~ I /T'-.... ~ oo~) I I Scale - 1":210' 11125/97 .~ EXHIBIT B TO HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT Scope of Development The Developer shall design and construct on the Property an (i) attractive, quality I24-room Hilton Garden Hotel of four stories, and (ii) an attractive, quality 84-room Fairfield Suites by Marriott Hotel of four stories, including all required parking spaces and landscaping to City Municipal Code and per the building plans, elevations and landscaping plans described below: Rendering Seaver Franks Architects (Hilton and Marriott) - (3/06/98) Site Plan (TPM) Robert Bein, William Frost Associates - (3/05/98) Elevations Seaver Franks Architects (Hilton and Marriott) - (3/06/98) Landscaping Plans Robert Bein, William Frost Associates - (3/11/98) ~ D"Dl ~1t'l'D~AI),I;"l '::/lnlOl1 ..:.(n -(r= " IJ ~fV'Sl( ~a ;;!H t>:l >,;H e~ I ,... 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'"U lot...... . t'I/,':'I II: Ull0 I"U",", ."I~ 11..110 ft. ..!lOI.Ul ,It.(. .. lo(U U Ifl .'111.. ..., (!fS C I , I~ w. T IIi!- ~![B!!![ 611n.- c::J ~-.:.;."....... ::":";J.'-=.;fo;~."~' LVj@}1 .....-........ U~"..1.-'''''' ,.......~... ~.-.._.- -- -~~..... j::~'.::::.""'......- :;t~;....:'..~. ~g?I-~l"g~~!.IQN 111'1,'1)11) -. Vl Z o ~ ?, ..... w "" o C2 ~ ,~ r" .. '~I' ~Il < Z "" tn2 f-- ~~ O.{ .....- wO u:< ""U <"" u..< ......" .. ~ .,~ illlll AS PRiLIMIN..l.QY _.~.~.~.- ){\l'L"B }~..~06:1 EXHIBIT C TO HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT Schedule of Performance [Attached] ~ 3.JO'911~:50 EXHIBIT C TO HILTON GARDEN INNIFAIRFIELD SUITES DISPOSIllON AND DEVELOPMENT AGREEMENT SChedule of Performance 1. All dates shown are Due Dales when actions are required to be fully completed. 2. The Agency Executille Director may make minor adjustments to this Schedule. Pre DDA Allllrov,al: Action Date 1 . Due diligence period begins Oct 21, 1997 2. Agency staff to prepare and submit to developer Oct. 24, 1997 for review/comments: - Preliminary DDA with Stonebridge - CEQA and environmental (toxics) documents CUP and parcel map application Title infonnaticn on property 3. Planning/review/scheduling meeting with Agency/City! Nov. 20, 1997 Developer; payment by Developer of Administrative Fee 4. Agency forwards to Developerfor review/comment: Nov. 25, 1997 - Draft Stonebridge DDA 5. Developer submits comments on draft DDA, title reports, Jan. 23, 1998 to Agency 6. Developer to prepare and submit to Agency staff for Jan. 30, 1996 review/comment:. Site plan showing parking, landscaping, Santa Clara access - Preliminary parcel map concept Elevations of hotels Landscaping plan/concept 7 Developer forwar;ds geotechnicai and traffic studies of site Feb. 6,1998 and development to Agency ,I 6. .l>,gency forwards to Developer revised draft DDA Feb. 9, 1998 9. All hands meeting - Slonebridge, City, Agency Feb. 12, 1996 10 Developer forwards comments to AgenC)' on DDA, site pian, FeD. 20, 1996 elevations, landscaping plan Schedule of Performance Action Dl!~ 11. Agency schedules public hearing for 3/17/96; prepares public report: forwards final DDA to Developer tor execution Feb. 26, 1996 12. Developer files application for Parcel Map, two(2) CUP's (modifications), CECA forms, pays fees Feb. 16, 1996 13. Developer submits deposit of 550,000 and executed DDA to Mar. 6, 1996 14. Joint City Council/Redevelopment Agency hearing on Design Review and DDA Mar. 17. 1998 POST DDA: (All days are calendar days) Action D~~~ 1. Joint City Council/Agency public hearing on Design Re\'iew Mar. 17, 1998 (DDA ApprOval) 2. DDA executed by Agency and recorded with L.A. County within 14 days of DDA approval 3. Planning Commission meeting en Parcel Map, two(2) within 60 days of Cup's1CECA DDA approval 4. Developer files for building (2) plan cheeks, pays fees within 75 days of DDA approval 5. Agency uses best faith efforts to have City return plans within 1~ days of w/comments Step 4 6. Developer resubmits plans to City for approval; submits proof within 21 days of of financing to Agency Step 5 7 City issues building permit (if approved) within 21 days of Step 6 B Close of escrow within 7 days of Step 7: but no later than 110 days after DDA approval (estimated July 3D, 1998) ~ 9, Developer commences construction WIthin 60 days of Step 8 POST DDA. continued: Action 10. Developer completes two(2} building pads , 11. Developer completes two(2) building frames &. roof 12. Developer completes buildings and improvements, requests Certificate of Occupancy 13. City Issues Certificate of Occupancy 14. 80th Hotels open 15. Developer requests Certificate of Completion from Agency 16. Agency Board approves Certificate of Completion, records with LA. County .!;late within 90 days of Step 9 within 120 days of Step 10 within 150 days of Step 11 withiri 15 days of Step 12 within 21 days of Step 13 within 14 days of Step 14 within 21 days of Step 15 Note: The hotelS could be on separate schedules ifforce majuere applies; otherwise they are on the same sChedule. EXHIBIT D TO HILTON GARDEN INN/FAIRFIELD SUITES DISPOSITION AND DEVELOPMENT AGREEMENT Preliminary Title Report First American Report No. A.P Number 9611383-50 9611384-50 9611385-50 9611386-50 9611387-50 9611388-50 9611389-50 9611390-50 9611391-50 9611392-50 9611393-50 9611394-50 9611395-50 9611396-50 5773-11-915 5773-11-921 5773-11-917 5773-11-916 5773-11-12 5773-11-910 5773-11-919 5773-11-920 5773-11-914 5773-11-913 5773-11 -927 5773-11 -918 5773-10-902/903 5773-10-904 9623541-50 9722679-50 R\"PL"'BKKR.406:!1 Street Address 152 E. Santa Clara Street 156 E. Santa Clara Street 125 N. Second A venue 121 N. Second Avenue 117 N. Second Avenue 139 E. Wheeler Avenue 153 E. Wheeler Avenue 157 E. Wheeler Avenue 11 IN. Second Avenue 105 N. Second A venue 101 N. Second Avenue Railroad Spur Terminus 21 N. Second Avenue 2 N, Second Avenue & Vacated Second Ave. R-O-W Underlying Fee - Wheeler Avenue (vacated effective 1-7-97) Underlying Fee - East 245' Alley - J'10'98 1~:50 NORTHWEST CORNER PROJECT DISPOSITION REPORT The following Disposition Report is prepared pursuant to Health and Safety Code Section 33433 and serves to describe the terms and conditions of a Disposition and Development Agreement (the "DDA") between the Arcadia Redevelopment Agency (the "Agency") and Stonebridge Companies (the "Developer"), 1. GENERAL PROJECT DESCRIPTION The DDA provides for the development of the Agency owned property located at the northwest corner of Second Avenue and Huntington Drive (lo'cation Map, Exhibit A) by the Developer. The Agency proposes to convey the land shown in Exhibit "A" to the Developer for development. The approximately 174.712 square foot site is located at the northwest corner of Second Avenue and Huntington Drive, It is currently owned by the Agency, There are no improvements on the site other than an alley which will be removed. This alley will be replaced by an easement allowing adjacent property owners on Santa Clara Street access to the rear of their properties. The Developer proposes to construct two hotels on this 4,01 acre site. One hotel will be a 124 room Hilton Garden Inn (Hilton). The Hilton will also have a minor restaurant operation whose purpose will be to serve the Hilton customers. This hotel will be located on the northern portion of the site. Situated toward Huntington Drive, on the southern portion of the site, will be. constructed a 84 room, Marriott Fairfield Suites Hotel (Fairfield), The negotiated sale price for this Agency owned property is $2,236,314 ($12.80 per square foot). This was based upon an informal competition between three qualified hotel developers for the site. The Developer has already paid the Agency a administrative fee of $10,000. One half of the deposit is refundable upon satisfactory negotiations toward a DDA. A financial analysis prepared by James D, Williams (the Agency's special redevelopment consultant) has determined that the proposed disposition price does, represent fair reuse value for the site based upon the proposed development (use type, square footage of improvements, construction and operating expenses, expected revenue, development constraints, market conditions, etc,), The development schedule in the DDA anticipates completing construction of the Hilton and the Fairfield by November 1, 1999. .~ EXHIBIT B 2. COSTS TO THE AGENCY A. Expenses to Date: land & Improvement Acquisition Relocation Benefits Relocation Administration Site Studies (environmental phase I, asbestos, topographic, financial, appraisals, etc.) legal Services Site Clearance Miscellaneous (fencing, weed removal, advertising, engineering, etc.) $ 4,397,728 258,557 33,687 159,217 82,729 45,078 27.446 Sub Total $ 5,004,442 B. Projected Expenditures: legal Services Title Report Santa Clara Utility Relocation Miscellaneous (escrow) $ 10,000 5,000 5,000 1.000 Sub Total Projected Expenses $ 21,000 TOTAL ESTIMATED PROJECT COST $ 5,025,442 3. FUTURE REVENUE Ongoing government revenue will be generated as a result of the completion of the proposed project on the site in the form of transient occupancy taxes, sales taxes, tax increment, business license fees, and utility user's taxes, Current estimates of such future revenue are provided below and represent estimates of net increases in revenue above what is currently being generated by the site. The following are estimates of annual revenue after completion of the project (FY 1999-2000). Tax Increment to Agency Transient Occupancy Tax to City Sales Tax to City Business License Fees to City Utility User's Taxes to City 85,000 $ 450,000 4,000 600 1.000 100,000 $ 475,000 5,000 900 2.000 Estimated Total Annual Revenue (Agency and City) $ 540,600 to $ 582,900 One Time Administrative Fee $ 10,000 ($5,000 to be returned) 4. ADDRESSING BLIGHT The Agency's Five Year Implementation Plan, Fiscal Years 1994/95 through 1998/99 (adopted on December 20, 1995 by Resolution No, ARA-175 and updated on December 16, 1997 by Resolution No. ARA-180) identifies several blighting conditions which will be addressed by completion of this proposed development. This report is on file and available for review in the Economic Development Division Offices. The Agency has already taken action to alleviate blight by assembling the development site and preparing it for development. Prior to Agency involvement, the site consisted of a number of substandard and unattractive structures housing marginally profitable businesses and dilapidated substandard housing which generated little revenue to the City and made no substantial contribution to the well being of the community (provision of goods and services and employment opportunities). Prior subdivisions had created substandard lots (sizes and configurations) and a fragmented ownership pattern. By acquiring the individual parcels, relocating eligible tenants and demolishing the dilapidated improvements, the Agency took positive steps to address blight. Through the DDA negotiation and development process the Agency's goal of eliminating blight on this site and in the downtown will be fulfilled. The property is currently vacant and does not contribute positively to the area. Development of the site as proposed will result in two high quality, revenue generating businesses being introduced to the area. The influence of this development will extend beyond the boundaries of the site itself. It should act as a catalyst for future private development throughout the downtown, Development of these hotels will augment and reinforce the City and Agency commitment to downtown Arcadia as evidenced by the recently completed Outback Steakhouse Restaurant, the Downtown 2000 Streetscape Project, Business Incentive Program, which .includes the Commercial Facade Rehabilitation Program. 5. PROJECT BENEFITS The benefits of this project go beyond the generation of revenue to the City and Agency. This project also serves the purpose of meeting a number of goals as outlined in the Redevelopment Plan for the Central Redevelopment Project. The goals and benefits include: A. An estimated 200 jobs will be created through construction on the site as well as an estimated 50 permanent jobs when the hotels open. Increased employee payrolls will result in additional indirect tax receipts to the City due to discretionary purchases in Arcadia stores. ~ B, The physical appearance of this very visible portion of the Project Area will be improved through the elimination of blighting influences which currently exist, The area will be made more attractive; and the image and reputation of both the downtown and City improved. C. New development will be encouraged in the area as a result of this project combined with others within the Project Area. Additional potential shoppers will come to the Downtown, disrptl.nwc ~