HomeMy WebLinkAbout77-038DF:nr
3-24-77 :
RESOLUTION NO. 77-38
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA APPROVING THE CONTRACT FOR THE
SALE OF LAND FOR PRIVATE REDEVELOPMENT BETWEEN
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF SANTA ANA AND THE HOUSING AUTHORITY OF THE
CITY OF SANTA ANA AND SANTA ANA INTOWN APARTMENTS,
A LIMITED PARTNERSHIP, FINDING THAT THE SALES
PRICE OF $1,368,500 IS NOT LESS THAN ITS FAIR
MARKET VALUE
WHEREAS, the real property which is the subject of the
Contract for the Sale of Land for Private Redevelopment has been
acquired with tax increment monies and redevelopment revolving
funds by the Community Redevelopment Agency of the City of Santa
Aha; and
WHEREAS, California Health and Safety Code §§33433 and
33434 require a public hearing before any property so acquired
is sold, notice of which shall be published in a newspaper of
general circulation in the community for at least two successive
weeks prior to the hearing; and
WHEREAS, the public hearing on the Contract for the
Sale of Land for Private Redevelopment has been held after due
notice was given; and
WHEREAS, pursuant to California Health and Safety Code
§33433, an independent appraiser has established a fair market
value of the subject real property to be $1,368,500.
NOW, THEREFORE BE IT RESOLVED by the City Council of
the City of Santa Ana:
1. The City Council finds that $1,368,500 is not less
than the fair market value of the real property which is the
subject of the Contract for the Sale of Land for Private Rede-
velopment.
2. The "Contract for the Sale of Land for Private
Redevelopment between the Conuuunity Redevelopment Agency of the
City of Santa Ana and the Housing Authority of the City of
Santa Aha and Santa Ana Intown Apartment," a copy of which is on
file in the office of the Clerk of the Council, is hereby approved.
ADOPTED this
the following vote:
AYES:
NOES:
29th day of March , 1977, by
COUNCILMEN: Brandt, Bricken, Ortiz,
Yamamoto, Garthe, Ward
COUNCILMEN: None
ABSENT: COUNCILMEN: Evans
ATTEST:
CLERK Or T.E ' \ \U -
KEITH L. GOW, CITY ATTORNEY
SUMMARY OF THE CONTRACT FOR SALE OF LAND
FOR PRIVATE REDEVELOPMENT BY AND BETWEEN
THE COMMUNITY REDEVELOPMENT AGENCY, HOUSING
AUTHORITY AND SANTA.ANA INTOWN APARTMENTS,
A LIMITED PARTNERSHIP, PURSUANT TO CALIFORNIA
HEALTH AND SAFETY CODE, SECTION 33433.
I. 'PUBLIC COSTS
The Contract for Sale of Land for Private Redevelopment to be entered
into by and between the Community Redevelopment Agency ("Agency") the
Housing Authority and Santa Aha Intown Apartments ("Redeveloper") pro-
vides that the Agency shall convey to the Redeveloper approximately
14 acres of land (the "Site") between First and Third and Ross and
Flower Streets including all rights of way to be vacated within that
area. The Contract for Sale of Land for Private Redevelopment (here-
inafter referred to as the "Contract") provides that the Redeveloper
will develop 199 units of senior citizen housing as Phase I of the
project located between First and Third, Ross and the western bound-
ary of Van Ness (to be vacated). The Contract further provides
as the Phase II portion of the development, for the construction of
approximately 316 units of market rate housing to be located on the
balance of the Site. The Phase II units will include one, two and
three bedrooms, a portion of which shall be rent subsidized for very
iow to moderate income persons and families.
The costs to the Agency with respect to the implementation of the
terms of the Contract including land acquisition costs, demolition
and clearance costs, relocation costs and the cost of public im-
provements to be provided by the Agency are as follows:
Lend Acquisition $2,200,000
Relocation $ 627,000
Demolition and Clearance $ 75,000
Utilities, Public Improvements $ 200,000
Legal Fees $ 25,000
Contingency $ 236~500
TOTAL
$3,363,500
No loans or bonds are necessary to finance the Agency's costs. The
financing of such costs will be accomplished through the use of
Community Development Block Grant funds which are provided to the
City of Santa Aha under the Federal Housing and Community Develop-
ment Act of 1974. Community Development funds available for this
project are $1,750,000. Disposition proceeds received by the Agency
from the Redeveloper in return for the sale of land by the Agency
in the sum or $1,368,500 will be used also to help defray the Agency's
costs for this project. Tax increment proceeds will be also used in
this project in an amount of $245,000.
II. ESTIMATED VALUE.OF PROPERTY INTEREST TO BE CONVEYED
The estimated value of the real property interest to be conveyed
by the Agency to the Redeveloper pursuant to the terms of the Con-
tract and determined at the highest uses permitted under the Re-
development Plan is the sum of One Million Three Hundred Sixty Eight
Thousand Five Hundred Dollare ($1,368,500.00). An independent
appraisal was made of the subject real property by Donahue and
Company of iustin, California which determined that the fair
reuse value was equivalent to such estimated value. In deter-
mining value for the subsidized senior citizen units and the
market rate unite, the land was appraised by determining the
residual land value for the specific development as proposed.
The residual land value was derived upon an examination of the
financial proforma of the project which disclosed the Redeveloper's
costs and anticipated return or profit in light of projected
revenue, including subsidized rents.
III. PURCHASE PRICE
The Contract provides for the purchase and sale of the land as
follows:
"The Purchase Price (the "Purchase Price") for the Property shall
be the sum of ONE MILLION TItREE HUNDRED SIXTY-EIGHT THOUSAND FIVE
HUNDRED DOLLARS ($1,368,500.00). In order to provide for the acqui-
sition and development of the Property in increments, the Purchase
Price shall be comprised of the Purchase Price for the Phase I Par-
cel and the Purchase Price for the Phase II Parcel.
.The Purchase Price for the Phase I Parcel shall be the sum of THREE
HUNDRED THIRTY THREE THOUSAND TWO HUNDRED FIFTY DOLLARS ($333,250.00).
The Purchase Price for the Phase I1 Parcel shall be the sum of ONE
MILLION THIRTY FIVE THOUSAND TWO HUNDRED FIFTY DOLLARS ($1,035,250.00).
In the event of the Redeveloper's election to divide the Phase II
Parcel in order to acquire and develop the Phase II Parcel in incre-
ments as hereinafter provided in the Scope of Development, the pur-
chase price for each subparcel to be conveyed shall be allocated pro
rata through escrow at the rate of TWO DOLLARS AND THIRTY SEVEN CENTS
($2.37) per square foot to be conveyed."
The above Contract providing for the proposed sale and purchase of
land is subject to the approval of the City Council, the Agency and
the Housing Authority. Prior to approval by the Council and the
Agency the proposed sale of land will be the subject of a Joint pub-
lic hearing to be held on March 29, 1977.
SANTA ANA COMMUNITY REDEVELOPMENT PROJECT
SANTA ANA, CALIFORNIA
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
By and Between
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
and
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
and
SANTA ANA INTOWN APARTMENTS
M~R 18 1§11
FEB 2. 8 l~??J
SEC. 1.
SEC. 2.
(a)
(b)
(c)
(d)
(e)
SEC. 3.
SEC. 4.
(a)
(b)
SEC. 5.
SEC. 6.
TABLE OF CONTENTS
SALE AND PURCHASE: PURCHASE PRICE .......
CONVEYANCE OF PROPERTY ............
Condition of Title and Form of Deed ......
Escrow ....................
Conveyance of Title and Deliver of Possession
Time for and Place of Delivery of Deed ....
Payment of the Purchase Price and Recordation
of the Deeds .................
(f) Title Insurance ...............
(g) Taxes and Assessments ............
(h) Occupants of the Site .............
(i) C~nveyance of Phase I Parcel ~]o Later
Than Final Endorsement ............
TIME FOR COMMENCEMENT AND COMPLETION OF
IMPROVEMENTS AND OTHER ACTIONS .......
TIME FOR CERTAIN OTHER ACTIONS ........
Time for Submission of Construction Plans
Time for Submission of Corrected Construction
Plans ....................
(c) Maximum Time for Approved Constructions Plans
(d) Time for Agency Action on Change in Con-
struction Plans ............
(e) Time for Submission of Evidence of Equity
Capital, Mortgage Financing and Construction
Documents ..................
PERIOD OF DURATION OF COVENANT ON USE
NOTICES AND DEMANDS .............
PAGE
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NAR 18 1977
L:ELI Z 8 1977
SEC. 7.
(a)
(b)
(c)
SEC. 8.
(a)
PUBLIC AND PRIVATE FINANCING OF THE DEVELOPMENT - - -
Redeveloper's Initial Advance of Funds .......
Redeveloper's Second Advance of Funds ......
Agency's Promissory Note as Security .for
Redeveloper's Second Advance ......
(d) Redeveloper's Third Advance of Funds ....
(e) Agency's Promissory Note as Security for
Redeveloper's Third Advance ..........
(f) Payment of the Balance of the Purchase Price for
the Phase II Parcel .................
(g) Acquisition and Development of the Phase II
Parcel in Increments by the Redeveloper .......
SPECIAL PROVISIONS .............
Execution of Contracts-Housing Assistance
Payments ......................
(b) Assignments, Transfers, Joint Ventures and
Partnerships ....................
(c) Tax Exemption ...................
(d) Bodily Injury and Property Damage Insurance .....
(e) Maintenance of Land Prior to Construction ......
(f) Execution of Documents ...............
(g) Environmental Impact Report - - , .......
(h) State and Local Labor Standards Provisions .....
(i) Federal Labor Standards Provisions ..... '
(j) Faithful Performance and Labor and Material(payments)
Bonds .....................
(k) Covenant to Hold the Phase I Parcel as One Parcel - -
(1) City and Other Governmental Agency Permits and Fees -
(m) Priority to Displaced Low and Moderate Income
Persons and Families - - - = ............
(n) Use for Low and Moderate Income Housing .......
PAGE
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- ii -
MAR 18
SEC. 9.
(a)
(b)
(c)
(d)
(e)
(f)
(h)
(i)
SEC. 10.
SEC. 11.
SEC. 12.
MODIFICATIONS OF PART II ............
Conflicts ....................
SEC. 101 Work to be Performed by Agency ....
SEC. 103 Agency's Responsibilities for Certain
Other Actions .............
Sec. 301 Plans for Construction of Improvements
Sec. 301 Changes in Construction Plans .....
Sec. 401 Restrictions on Use ..........
Sec. 702
Termination by Redeveloper Prior to
Conveyance ..........
Sec. 703 Termination by Agency Prior to Con-
vence .................
Sec.. 704 Revesting Title in Agency Upon
Happening of Event Subsequent to
Conveyance to Redeveloper .......
COUNTERPARTS .................
ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ....
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
ATTACHMENT NO.
ATTACHMENT NO.
ATTACHMENT NO.
ATTACHMENT NO.
1 - PROPERTY MAP
2 - LEGAL DESCRIPTION OF THE
PROPERTY
3 -~SCHEDULE OF PERFORMANCE
4 - SCOPE OF DEVELOPMENT
PART, II - TERMS AND CONDITIONS
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- iii -
CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT
This AGREEMENT, consisting of this Part I and Part II (Form
HUD-6209B, 9-69) and four Attachments annexed hereto and made a
part hereof (which Part I, Part II and Attachments are together
hereinafter call.ed "Agreement") is made on or as of the day
of , 1977, by and between the COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and
politic (which, together with any successor public body or officer
hereafter designated by our pursuant to law, is hereinafter called
"Agency"), established pursuant to Chapter 2 of the Community
Redevelopment Law of the State of California (hereinafter called
"Urban Renewal Act") and having its office at' 20 Civic Center
Plaza, in the City 9f Santa Ana (hereinafter called "City"), State
of California, and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA,
a public body corporate and politic (which together with~.any
successor public body or officer hereafter designated by or pur- ~
suant to law, is hereinafter called "Authority"), established
pursuant to Chapter 1 of the Housing Authorities Law of the State
of California, and SANTA ANA INTOWN APARTMENTS, a Limited Partner-
ship organized and existing under the laws of the State of California
(hereinafter called "Redeveloper") and having an office for the
transaction of business at 15233 Ventura Boulevard, Suite 816,
Sherman Oaks, California.
WITNES SETH ~
WHEREAS,. in furtherance of the objectives of the California
Community Redevelopment Law, the Agency has undertaken a program
for the clearance and reconstruction or rehabilitation of sl~a~
and blighted areas in the City, and in this connection ~s engaged
in carrying out a redevelopment project known as the Santa Ana
Community Redevelopment Project (hereinafter called "Project") in
an area (hereinafter called "Project area") located in the City;
and
WHEREAS, as of the date of the Agreement there has been pre-
pared and approved by the Agency a redevelopment plan for the
Project, consisting of the Amended Redevelopment Plan for the
Santa Ana Redevelopment Project adopted by the City Council of the
City on June 2, 1975, by Ordinance No. 1258 which Ordinance amended
Ordinance No. 1173 adopted by said Council on July 2, 1973 (which
Amended Plan, as it may hereafter be amended from time-to-time pur-
suant to law, and as so constituted from time-to-time is, unless
otherwise indicated by the context, hereinafter called "Urban Renewal
Plan"): and
WHEREAS, in order to enable the Agency to achieve the objec-
tives of the Urban Renewal Plan and particularly to make the land
in the Project Area available for redevelopment by private enter-
prise for redevelopment for and in accordance with the uses spe-
cified in the Urban Renewal Plan, the City has undertaken to pro-
vide and has provided substantial aid and assistance to the Agency
through loans and grants; and
WHEREAS, in furtherance of the objectives of the California
Housing Authorities Law, the Authority has undertaken a program
to provide decent, safe and sanitary dwelling accomodation to
persons of low income at rentals they can afford in the City;
and
WHEREAS, in order to enable the Authority to achieve its ob-
jectives both the Federal Government and the City have undertaken
to provide and have provided substantial aid and assistance to
the Authority; and
WHEREAS, the Authority and the Redeveloper have agreed to
proceed with an undertaking whereby Redeveloper will construct
199 units of senior citizen housing on a Portion of the Property
for persons and families of low and moderate income, which will
be subject to a contract by the Authority with the U.S. Department
of Housing and Urban Development (hereinafter called "HUD") for
the making of housing assistance payments on behalf of elibible
families leasing such housing units; and
WHEREAS, the Redeveloper has agreed to construct approxi-
mately an additional 316 units of housing for rental at market
rates or a combination of market rents and subsidized rents for
persons and families of low and moderate income and for which the
Redeveloper shall obtain either conventional financing or financing
pursuant to Section 221(d) (4) of the National Housing Act of 1937;
and
WHEREAS, HUD has aPproved the selection of RedevelOper as the
developer of the said housing, and has approved a Preliminary
Proposal submitted by Redeveloper; and
WHEREAS, the Agency, the Authority and the Redeveloper now
desire to jointly undertake the construction and development of
the housing units; and
WHEREAS, the Agency offered to sell and the Redeveloper is
willing to purchase certain real property located in the Project
Area as shown on the "Property Map" which is incorporated herein
and attached hereto as Attachment No. 1, and is described in the
"Legal Descript]on of Property" which is incorporated herein and
attached hereto as. Attachment No. 2 (hereinafter called "Property")
for the development of such housing units; and
WHEREAS,
for and in accordance with the uses specified in
Plan and in accordance with the Agreement; and
the Redeveloper is willing to redevelop the Property
the Urban Renewal
-2-
FEB Z8 197,
WIIEREAS, the Agency and the Authority believe.that the re-
development of the Property pursuant to tbis~Agreement, and'the
fulfillment generally of the Agreement, are in the vital'and best
interests of the City and the health, safety, morals, and welfare
of its residents, and in accord with the public~ purposes and pro-
visions of the applicable Federal, State and local laws and re-
quirements under which the Project has been undertaken and is
being assisted;
NOW, TIIEREFORE, in consideration of the premises and the
mutual obligations of the parties hereto, each of them does, here-
by covenant and agree with the other as follows:
SEC. 1. SALE AND PURCHASE: PURCHASE PRICE
In accordance with and subject to all the terms, covenants
and conditions of this Agreement, the Agency agrees, to sell the
Property to the Redeveloper and the Redeveloper agrees to purchase
the Property from the Agency. The Property is that portion of the
Project area as shown on the Property Map, Attachment No. 1%o
this Agreement, and as described in the Legal Description of the
Property, Attachment No. 2 to this Agreement. The Property shall
be comprised of the Phase I Parcel and the Phase II Parcel, as
designated on the Property Map, in order to allow the Redeveloper
to acquire and develop the Property in phases as hereinafter pro-
vided.
The Purchase Price (the "Purchase Price") for the Property
shall be the sum of ONE MILLION THREE HUNDRED SIXTY-EIGHT THOUSAND
FIVE IIUNDRED DOLLARS ($1,368,500.00). In order to provide for the
acquisition and development of the Property fn increments~ the Pur-
chase Price shall be comprised of the Purchase Price for the Phase
I Parcel and the Purchase Price for the Phase II Parcel.
The Purchase Price for the Phase I Parcel shall be ~he sum of
THREE IIUNDRED THIRTY THREE THOUSAND TWO HUNDRED FIFTY DOLLARS
($333,250.00). The Purchase Price for the Phase II Parcel shall be
the sum of ONE MILLION THIRTY FIVE THOUSAND TWO HUNDRED FIFTY DOL-
LARS ($1,035,250.00) i
In the event of the ~edeveloper's election to divide the Phase
II Parcel in order to acquire and develop the Phase II Parcel in
increments as hereinafter provided in the Scope of Development, the
purchase price for each subparcel to be conveyed shall be allocated
pro rata through escrow at the rate of TWO DOLLARS AND THIRTY SEVEN
CENTS ($2.37) per square foot to be conveyed.
-3-
FEB Z8
SEC. 2. CONVEYANCE OF PROPERTY
(a) Condition of Title and Form of Deed. The Agency shall
convey to the ~-d~-e-I~per ~¥~Ie.' to i~¥ Property or portions there-
of by grant deed (hereinafter called "Deed") in a form mutually
satisfactory to the Redeveloper, the title company which will
insure the title hereunder, and the Agcncy consistent with the
terms o~ this Agreement. Title shall bo fee simple merchantable,
subject to the condition subsequent provid~;d for in Section 704
hereof, free all(] clear of ali recorded and unrecorded liens, ell-
cumbrances, covenants, assessments, easements, leases and taxes,
except as are set forth or referred to elsewhere in this Agree-
ment, and except as are set fort]] below:
(i) Easements, if any, described ill the Legal
Description of the Property.
(ii) The Urban Renewal Plan.
(iii)
Excepting and reserving from the Property
all oil, gas, hydrocarbon substances and
minerals, of every kind and character lying
more than 500 feet below the surface of the
Property, together with the right to drill
into, through and to use and occupy all
parts of 'tile Property lying more than 500
feet below the surface therof for any and
ail purposes incidental to the exploration
for and production of oil, .gas, hydrocarbon
substances, or minerals from tile Property
or other lands, but without, however, any
right to use either the surface of the Pro-
perty or any portion of said Property within
500 feet of the surface for any purpose or
purposes whatsoever, to the extent reserved
by tile parties named in deeds, leases and
other documents of record.
(b) ES~~. The Agency agrees to open an escrow w~th First
American Title Insurance Company, or other escrow agent mutually
satisfactory to the Agency and the Redeveloper (tile "Escrow Agent"),
as escrow agent, in Santa Aha, California, within five (5) days after
receipt by the Agency of a written request from the Redeveloper.
This Agreement constitutes tile joint escrow instructions of the
Agency and the Redeveloper, and a duplicate original of this
Agreement shall be delivered to the Escrow Agent upon the opening
of the escrow. The Agency and the Redeveloper shall provide such
additional escrow instructions as shall be necessary and consistent
with this Agreement.- The Escrow Agent hereby is empowered to act
under this Agreement, and upon indicating its acceptance of the
provisions of this Section in writing, delivered to the Agency and
to the Redeveloper, within five (5) days after the opening of the
escrow, the Escrow Agent shall carry out its duties as escrow
agent hereunder. MAI{ 18
- 4 - FEB 28
Upon delivery of a deed to the Escrow Agent by the Agency,
the Escrow Agent shall record such deed on the closing date
specified in additional escrow instructions to be provided by the
Agency and the Redeveloper in accordance with the terms and pro-
vision's of this Agreement. Concurrent with the recordation of the'
Agency's deed(s), the Escrow Agent shall file for recordation the
Redeveloper's deed(s) of trust serving as security for the funds
provided to the Redeveloper as its construction financing.
The Escrow Agent shall buy, affix and cancel apy transfer stamps
required by law. Any insurance policies governing the Property
or portions thereof are not to be transferred.
The Redeveloper shall pay in escrow to tile Escrow Agent the
following fees, charges and costs promptly after the Escrow Agent
has notified the Redeveloper of the amount of such fees, charges
and costs, but not earlier than ten (10) days prior to the sched-
uled date for the close of escrow:
(i) one half of the escrow fee;
(ii)
The portion of the premium for the
title insurance policy to be paid
by the Redeveloper as set forth in
paragraph (f) of this Section.'
The Agency shall pay in escrow to the Escrow Agent, the
following fees, charges and costs promptly after the Escrow Agent
has notified the Agency Of the amount of such fees, charges and
costs, but not earlier than ten (10) days prior to the scheduled
date for close of escrow:
(i).
Costs necessary to place title in'
.the condition for conveyance re-
quired by the provisions of this
Agreement;
(ii) One half of the escrow fee;
(iii) Any recording fees;
(iv) Notary fees;
(v)
The portion of the premium for the
title insurance policy to be paid
by the Agency as set forth in par-
agraph (f) of this Section;
(vi)
Ad valorem taxes, if any, upon the
Property or portions thereof or upon
this ~greement, or any rights'there-
under prior to conveyance of title;
(vii) Any State, County or City documentary
stamps;
(viii) Any transfer tax
-5-
· MAR 18
The Agency shall timely and properly execute, acknowledge
and deliver the deed(s) in substantially the form established in
paragraph (a) of this Section, conveying to the Redeveloper title
to the Property or portions thereof in accordance with the require-
ments of paragraph (c) of this Section together with an estoppel
certificate certifying that the Redeveloper has completed all acts
necessary to entitle the Redeveloper to such conveyance, if sucb
be the fact.
The Escrow Agent is authorized to:
(i)
Pay, and charge the Agency and the Re-
developer, respectively, for any fees,
cbarges and costs payable under this
Section. Before such payments or
charges are made, the Escrow Agent
shall notify the Agency and the Rede-
veloper of the fees, charges and costs
necessary to clear title and close the
escrow;
(ii
Disburse funds, if any, and deliver the
deeds and other documents with respect
to the Property or portions thereof to
the parties entitled thereto when the
conditions of this escrow ]]ave been
fulfilled by the Agency and the Rede-
veloper. The Purchase Price for the
Property or portions thereof shall not
be disbursed or credited, as the case
may be, by the Escrow Agent unless and
until it bas recoKded the Deed thereto
and has delivered to the Redeveloper
a title ~nsurance policy insuring title
acceptable to the Redeveloper and the
lender, and conforming to the require-
ments of paragraph (f) of this Section;
(iii)
Record any instruments delivered
through this escrow if necessary or
proper to vest title in the Redevel-
oper in accordance with the terms and
provisions of this Agreement.
Ali. fund:; recei, vod iii this escrow si]all be deposited by the
Escrow Agent with othc'r escrow funds of the Encrow Agent iu a
general escrow account or accounts with at)y state or national
bank doing business itl thc State of California. Such funds may
be transferred to any oth(?r such general escrow account or accounts.
All disbursements eh. all be made by check of the Escrow Agent.
All adjustments are to be made on the basis of a 30-day month.
-6-
MAR 18 1971
If this escrow is not in condition to close before or at the
times for conveyance established ~n paragraph (c) of this Section,
either party who then shall have substantially performed the acts
to be performed before the conveyance of title may, in writing to
the other party, terminate this Agreement and demand of the Escrow
Agent the return of its money, papers, or documents. Thereupon
all obligations and liabilities of the parties under this Agree-
ment shall cease and terminate. If neither the Agency nor the
Redeveloper shall have fully performed with respect to the convey-
ance before the tinles established in said Section, no termination
or demand for return shall be recognized until 10 days after the
Escrow Agent shall have mailed copies of such demand to the other
party or parties at the address of its or their principal place
or places of business.
If any objections are raised witbin the 10-day period, the
Escrow Agent is authorized to hold all money, paper and documents
with respect to the Property or portions thereof until instructed
by mutual agreement of the parties or upon failure thereof by a.
court of competent jurisdiction. If no such demands are made,
the escrow shall be Closed as soon as possible.
The Escrow Agent shall not be obligated to return any such
money, papers or documents except upon the written instructions
of. boti~ the Agency and the Redeveloper, or until the party en-
titled thereto has been determined by a final decision of a court
of competent jurisdiction.
Any amendment to these escrow instructions shall be in writ-
ing and signed by both the Agency and the Redeveloper. At the
time of any amendment the Escrow Agent shall agree to carry out
its duties'as Escrow Agent under such amendment.
Ail communications from. the Escrow Agent to the Agency or
the Redeveloper shall be directed to the addresses and in the
manner established in Section 6 of this Agreement for notices,
demands, and communications between the Agency and the Redeve-
loper. Nothing in this Section shall be construed to impair or
affect the rights or obligations of the Agency or the Redeveloper
to specific performance.
The liability of the Escrow Agent under this Agreement is
limited to performance of the obligations imposed upon i.t under
paragraphs (b) through (e), both ihclusive, of this Sectlon.
The Agency shall not be liable for any real estate commis-'
sions or brokerage fees which may arise herefrom. The Agency and
Redeveloper each represent to the Escrow Agent and to each other
that it has engaged no broker, agent or finder in connection with
this transaction.
-7-
(c) Co,]veyance of Title and l)e]ivery' of Possession. Sub-
j ec t to a,,~;--~d'E~ll~i¥--h~i:ii-~Jd-~-l~iiJ'(~qi~'~i-6;~s ~me, conveyance
to the Reclevo]ol~er of title to thc, PFoperty or l)ortJons thereof
sha]], be eomp]ete(t on or prior t:o tho dates specified on the
"Schedule of Performance" incorporated hereie and attached to
ti]is Agreement as ALtachment No. 3. The Agency and the Redeve-
loper agree to perform all acts necessary to conveyance of title
Jn sufficient time for [itle to be conveyed in accordance with
the foregoing provisions.
Possession of tile Property or portions thereof shall be de-
livered to Redeveloper concurrently with the conveyance of title,
except that limited access may be permitted before conveyance of
tit]e as permitted by tile Agency. Tile Redeveloper shall accept
title and possession oil or before said dates.
(d) Time for and Place of Delivery of Deed. Subject to
any mutually agreed upon extensions ~ time, the Agency shall
deposit the deeds to the Property or portions thereof with the
Escrow Agent on or before the dates established tot the dates
of conveyance set forth Jn the Schedu].e of Performance.
(e) Payment of tile Purchase Price and Recordation of the
Deeds. As hereinafter ~rovided in Section 7, the
Redeveloper shall make cash advances to the Agency toward pay-
ment of the Purchase Price for the Property and shall otherwise
deposit tile Purchase Price for the Property, or portions thereof,
with tl~e Escrow Agent on or prior to the dates for conveyance
thereof; providing that within the times provided in the Schedule
of Performance, the Escrow Agent shall have notified the Redevelop-
er in writing that the Deeds conveying the Parcels to the Redevelop-
er, properly executed and acknowledged by tile Aqency, have been
delivered to tile Escrow Agent, if such be tile case, and that title
to such Parcels is ill a condition ready to be conveyed in conformity
with the provisions of paragraph (a) of this Section. The Escrow
Agent shall deliver tile Purchase Price to the Agency less the
amounts of the Redeveloper's cash advances toward payment, of the
Purchase Price for portions of the Property as hereinafter provided
in Section 7 simultaneously with (1) the delivery to the Redevelop-'
er of a title insurance policy insuring title in conformance with
the provisions of paragraph (f) of this Section and (2) the filing
of the Deed (s) for recordation among the land records in the Office
of the County Recorder for Orange County.
]Tn tile event the Redeveloper elects to acquire tile Phase II
Parcel in increments as hereinafter provided in the Scope of Deve-
lopment the purchase price for each subparcel to be conveyed shall
be allocated pro rata through escrow at the rate of TWO DOLLARS AND
TtIIRTY SEVEN CENTS ($2.37) per square foot to be conveyed. Not
later'than five (5) days prior to tile date for conveyance to the
Redeveloper of each subparcel to be conveyed, as set forth in the
Schedule of Performance, the Agency shall cause to be prepared and
deposited in escrow an engineer's certification of the number of
square feet contained within each such subparcel to be conveyed.
-8-
(f) Title Insurance. Concurrently with recordation of the
Deed conveying t~'¥--t~-~he Property or portions thereof, First
American Title Insurance Company ("Title Co.") or some other title
insurance company satisfactory to the Agency and the Redeveloper,
shall provide and deliver to the Redeveloper a title insurance
policy issued by the Title Co. insuring that the title is vested
in the Redeveloper in the condition required by paragraph (a) of
this Section. The Title Co. shall provide the Agency with a copy
of the title insurance policy and the title insurance policy shall
be in the amount of the Purchase Price for the Property or por-
tions thereof.
Concurrently with the recording of the Deed conveying title
to the Property, or portions thereof,the Title Co. shall, if re-
quested by Redeveloper, provide Redeveloper with an endorsement
to insure the amount of the Redeveloper's estimated construction
costs of the improvements to be constructed upon the Property or
portions thereof. The Redeveloper shall pay the entire premium
for any sucb increases in coverage requested by it.
The Agency shall pay only for that portion.of the title in-'
surance premium attributable to a CLTA standard form policy of
title insurance in the amount of the Purchase Price of the Pro-
perty or portions thereof. The Redeveloper shall pay for all
additional premiums and for any extended coverage or special
endorsements.
(g) Taxes and Assessments. Ad valorem taxes and assessments,
if any, on the Property or portions thereof and taxes upon this
Agreement or any rights thereunder, levied, assessed, or imposed
for any period commencing prior to conveyance of title shall be
borne by the Agency. All ad valorem tgxes and assessments on the
Property o~ portions thereof levied, assessed~or imposed for any
period commencing after closing of the escrow shall be paid by th~
Redeveloper.
(h) Occupants of the S~te. Title to the Property or.por-
tions thereof shall be conveyed free of any possession or right
of possession except that of Redeveloper, unless waived by Rede-
veloper in writing.
(i) Conveyance of Phase I Parcel No Later Than Final Endorse-
~. The Agency and the Redeveloper understand that the Agency may
not be able to deliver to the Redeveloper a strip of land consisting
of a portion of the west one half of Van Ness Avenue (to be vacated),
as comprising a portion of the Phase I Parcel at the time of initial
endorsement. The Agency and the Redeveloper further understand that
HUD has agreed to issue its initial endorsement ~for the Phase I Parcel
less said strip of land so long as said strip of land will be conveyed
to the Redeveloper not later than the date HUD issues its final endorse-
ment for the Phase I-Parcel and the Agency agrees to deliver title and
possession to said strip of land no later than said time of final endorse-
ment. In the event such strip of land is not so conveyed until the time
-9-
of final endorsement, the Purchase Price for the Phase I Parcel will
bE reduced pro rata upon conveyance of the balance of said Phase I
Parcel and such amount will be paid through escrow by the Redeveloper
to the Agency at such time as the Agency delivers said strip of land
to the Redeveloper, as otherwise provided for in this Agreement.
SEC. 3. TIME FOR CO[~.MENCEMENT AND COMPLETION OF
IHPROVEMENTS AND OTtIER ACTIONS
The phased construction of the improvements referred to in
Section 301 hereof and all other actions required to be taken under
this Agreement shall be commenced and completed within the times
set forth in tile Schedule of Performance. Such periods of time
may be extended in writing from time-to-time by the Agency and
the Authority. Time periods specified in the Schedule of Perform-
ance may be extended for forty-five (45 working days) upon the
written approval of the Executive Director of the Agency and the
Authority. However, further extensions may only be granted with
the prior approval of the Agency and Authority Boards.
SEC. 4. TIM!~ FOR CERTAIN OTIIER ACTIONS
(a) Time for Submission of Construction Plans. The time
within which the Redeveloper shall subn~i-t--~t-J--P-Construction
Plans" (as defined in Section 301 hereof) to the Agency in any
event shall be not later than tile dates set forth ill the Sch-
edule of .Performance.
(b) Time for Submission of Corrected Construction Plans.
Except as provided'-i-~ Paragraph ~-cT¥~--th--iq-~Y6i~-f6B--¥i-~K~ time
within which the Redeveloper sha].l submit any new or corrected
Constructioll Plans as provided ,=.or in Section 301 hereo~f shall
'be not later than thirty (30) days after the date tile Redeveloper
receives written notice from tile Agency of the Aqency's rejec-
tion of tile Construction Plans referred to in the latest such
notice.
(c) Maxinium Time for Approved Construction PI. ans. In
any event, -~{~-i~6-~-i'~l{'~-~:lii¥ii--~l'{~--l~-dJ~-~iB~-~--~[fa~-f' submit
Construction Plans which conform to tile re(luirements of Section
301 hereof and are ap})roved by tho Agency shall be not later
than dates sent forth in the Schedule of Performance for the
approval of such plans by the Agency.
(d) Time for Agency Action on Chanqe in Construction Plans.
The time w~f~--w-~-i-6']~ tile Agency may re~ct any change in the
Construction Plans, as provided ill Section 302 hereof, shall be
fifteen (].5) days after the date of tile A(jency's receipt of no-
tice of such change.
-10-
times
shall
(e) Time for Submission of Evidence of Equity Capita.l,
Mortage Financing ~n--~ construct~on Documents. At the
set forth ~]~{ the Schedule of Performance the RedeveloPer
submit to the Agency for its approval the following:
A copy of the con~itment or commit-
ments obtained by the Redeveloper for
the mortgage loan or ].oans to assist
in financing the construction of the
Phase I and Phase II improvements (as
defined ix] Section 303 hereof), certi-
fie~ by the Redeveloper to be a true
and correct copy or copies thereof;
(ii)
A copy of the mortgage loan agreement
between the Redeveloper and the lender
which shall provide that the loan pro-
ceeds shall be used only for the con-
struction cost and other costs reason-
ably necessary for improvements on the
Property or portions thereof. Said
loan agreement shall be approved or dis-
approved within five (5) days after
receipt by the Agency. The Agency
shall not unreasonably withhold.its
approval.
(iii)
Evidence satisfactory to tile Agency
tha't the interim mortgage loan to
assist in financing the construction
of such improvements has been in-
itially closed;
(iv)
A COl')y of.the contract between the
Redeveloper an{] the general contrac-
tor for the construction of such im-
provements, certified by the Redeve-
loper to be a true and correct copy
thereof; and
(v)
A copy of the contract bonds provided
by the general contractor in connec-
tion with the aforesaid construction
contract which bonds shall be in a
peual sum equal to not less than one
hundred pcrcellt (100%) of the contract
T,rJce under sa.id construction contract,'
ce~;tificd by the Redeveloper to be a
.true and correct copy thereof.'
-11-
MAR 18 1977
SEC. 5. PERIOD OF DURATION OF CC%;ENANT ON USE
The covenants pertaining to the uses for that portion of the
Property comprising the Phase I Parcel set forth in this Agreement
and the Deed shall remain .in effect until thirty-five (35) years
from the date of the Deed or until the maturity date of the mortgage
pertaining thereto, whichever is longer, except that the covenants
against racial discrimination shall remain in perpetuity.
Except as otherwise expressly provided in Section 704 here-
of, breach of any of the covenants or provisions contained in.this
Agreement shall not give rise to any right of reverter, to any
estate of reverter, nor to any right of reentry or forfeiture of
the Property or any part thereof or any interest therein to the
Agency, the City, the United States, to the owner of any land
in the Project area, or to any successor, assignee in interest in
the Property or any part thereof or any interest herein.
SEC. 6. NOTICES AND DEMANDS
A notice, demand, or other communication under the Agreement
by either party to the other shall be sufficiently given or deliv-
ered if it is dispatched by registered or certified~mail, postage
prepaid, return receipt requested, or delivered personally, and
(i)
in the case of the Redeveloper is
addressed to or delivered personally
to the Redeveloper at 15233 Ventura
Boulevard, Suite 816, Sherman Oaks,
California 91403; and
(ii)
in the case of the Agency, or Authority
is addressed to or delivered personall~
to the Agency at 20 Civic Center Plaza,
Santa Ana, California 92701;
or at such. other address with respect to either Such party as that
party may, from time-to-time designate in writing and forward to the
other as provided in this Section.
SEC. 7. PUBLIC AND PRIVATE FINANCING OF THE DEVELOPMENT
The property acquisition and site preparation by the Agency
under this Agreement shall be financed, in part, through the pre-
payment of part of the Purchase Price for the Property by the
Redeveloper. Community Development Block Grant Funds and any other
funds lawfully available to the Agency from time to time will be
used by the Agency to complete the acquisition of title to such
properties comprising the Property, for the relocation of occupants
within the Property, for the demolition, clearing and grading of
the Property, for public improvements and such other expenses
incurred by the Agency for the d~velopment.
-12-
(a) Redeveloper's Initial Advanc~ of Funds
The Redeveloper has, prior to or simultaneously with the exv
ecution of the Agreement by the Agency, deposited with the Agency
its Initial Advance of Funds (hereinafter "Initial Advance")in the
amount of FIFTY ONE THOUSAND SEVEN HUNDRED SIXTY'TWO DOLLARS AND
FIFTY CENTS(S51,762.50) equvalent to five percent (5%) of the
Purchase Price ~or the Phase II Parcel. The Initial Advance shall
be in the form of a cashier's check payable to the Agency and shall
serve as security for the performance of obligations of the Redeve-
loper to be performed prior to the return of Such Initial Advance
to the Redeveloper or its retention by the Agency as liquidated
damages or its application on account of the Purchase Price for the
Phase II Parcel as hereinafter provided in this Section 7, and may
be used by the Agency to pay the purchase price for the acquisition
of properties within the Phase I Parcel.
The Initial Advance shall be applied toward payment of the
Purchase Price for the Phase II Parcel. In the event the Redevelop-
er elects to divide the Phase II Parcel in order to acquire and .
develop the Phase I~ Parcel in increments as provided in the Scope
of Development, the amount of-such Initial Advance shall be
credited in escrow upon conveyance of either the Second Sub Parcel
or the Third Sub Parcel as comprising the balance of the Phase II
Parcel~ whichever is the last subparcel to be conveyed to the
Redeveloper by the Agency.
Upon terminat[o~l of this Agreement with respect to the entire
Property or portions thereof pursuant to Section 702 hereof, the
Initial Advance shall be returned to the Redeveloper by the Agency
as provided in s[~id Section 702.
UPon termination~of this Agreement with respect to the entire
Property or ~)ortions thereof pursuant to Section 703 hereof, the In-
itial Advance shall be retained by the Agency as provided ~n said
Section 703.:.
The Agency's obligation for return of the Initial Advance
shall be based upon and limited by the availability of funds to'
the Agency pursuant to Health and Safety Code Sections 33670-
33674, inclusive, California Community Redevelopment Law, and any
other funds lawfully available to the Agency from time-to-time
for such purpose.
(b)
Rede~e~ope.r's' S~poD~. Ady~nce of Funds
Within thirty (30) days after execution 6f this Agreement by
the Agency, the Redeveloper shall deposit with the Agency, as
payment of the Purchase Price for the Phase I Parcel,the sum of
THREE HUNDRED THIRTY THREE THOUSAND TWO HUNDRED FIFTY DOLLARS
($ 333,250.00). Such amount shall comprise the Redeveloper's
Second Advance of Funds (hereinafter "Second Advance").
-13-
(c)
~genc¥'s Promissory Note as..Security.fOr
Redeveloper's Second Advance
Upon receipt by the Agency of the Redeveloper's Second Advance,
the Agency shall execute and deliver to the Redeveloper its promis-
sory note, payable to the Redeveloper in lawful money of the United
States as hereinafter provided. The principal sum of the Agency's
promissory note shall be the amount of the Redeveloper's Second
Advance. Said promissory note shall be nonassignable (except to the
bank or other entity providing the Second Advance to the Redeveloper
and reassignable from said bank or other entity to the Redeveloper)
without the consent of the Agency which consent shall not be unrea-
sonably withheld.
Interest shall not accrue on the principal sum of said promis-
sory note unless the Agency shall be unable to convey title to the
Phase I Parcel in accordance with Section 2(a) herein together with
possession thereof to the Redeveloper within 270 days after the
date of execution of this Agreement by the Agency.
In the event that the Agency fails to deliver such title and.
possession to the Redeveloper within said 270-day period, interest
shall begin to accrue on such principal sum as of the first day
following said 270-day period. Such interest shall accrue and be
payable at the rate of eight (8) percent simple interest per annum
and shall continue to accrue until such time as the Agency's deed
to the Phase I Parcel shall have been recorded in favor of the
Redeveloper.
The principal sum of said promissory note, including accrued
interest, if any, shall be due and payable within one year from
the date of deposit of the Redeveloper's Second Advance (date of
promissory note). However, the Agency, at its .sole option, may
extend the date for repayment of such principal sum and accrued
interest, if any, for an additional 180 days from and after the
date on which such principal sum and accrued interest, if any,
become due and payable.
Upon conveyance by the Agency of the Phase I Parcel to the
Redeveloper within such repayment period or within such repayment
period, as extended an additional 180 days, the principal sum of
said promissory note shall be cancelled through escrow. If any
accrued interest shall be due and payable on such principal sum
upon the cancellation of such principal sum through escrow, the
Agency shall pay such accrued interest to the Redeveloper upon
such conveyance of the Phase I Parcel.
-14-
18 1977
FEB 28 1977
In the event that this Agreement is terminated by either
party for any reason, the Redeveloper shall not be under any ob-
ligation to deposit further funds pursuant to this Agreement. The
obligation of the Agency to repay the principal sum of said prom-
issory note and any accrued interest thereon shall be based upon
and limited by the availability of funds to the Agency pursuant
to Health and Safety Code Sections 33670-33674, inclusive,
California Community Redevelopment Law, and any other funds law-
fully available to the Agency from time-to-time for such purpose.
(d) Redeveloper's Third Advance of Funds
At such time as the Redeveloper shall have received its
initial endorsement from HUD with respect to ~he Phase I Parcel,
the Redeveloper shall deposit with the Agency toward payment of
a portion of the Purchase Price for the Phase II ParceT the sum
of TWO HUNDRED NINE THOUSAND NINE HUNbRED EIGHTY SEVEN'DOLLARS
AND FIFTY CENTS ($209,987.50). Such amount shall comprise the
Redeveloper's Third'Advance of Funds (hereinafter "Third Advance").
The Third Advance shall be used by the Agency (1) toward the.
purchase price for the acquisition of the properties comprising
the Phase II Parcel, (2) to complete the relocation of the occu-
pants on such properties comprising such Parcel, (3) for proceed-
ings in eminent domain if any lots cannot be acquired through
negotiations, (4) for Agency administration and contingencies
and (5) for site preparation and construction of public improve-
ments.
(e) Agency's Promissor~ Not~ .as ~.ity for
~edeveloper.'s_~hir~ Ad%~ce
Upon receipt by the Agency of the Redeveloper's Third Advance,
the Agency shall execute and deliver to the Redeveloper its promis-
sory note, payable to the Redeveloper in lawful money of the United
States as hereinafter provided. The principal sum of th~Agency's
promissory note shall be in the amount of the Redeveloper's Third
Advance. Said promissory note shall be nonassignable (except to
the bank or other entity providing the Third Advance to the Rede-
veloper and reassignable from said bank or other entity to the
Redeveloper) Without the consent of the Agency which consent shalI
not be unreasonably withheld. .'
I~terest shall not accrue on the principal.sum of said promis-
sory note unless the Agency shall be unable to convey title to the
Phase II Parcel in accordance with Section 2(a) herein together
with possession thereof to the Redeveloper within 540 days after
the date of execution of the Agreement by the Agency.
-15-
FEB
In the e~ent that the Agency fails to deliver such title and
possession to the Redeveloper within said 540-day period, interest
shall begin to accrue on such principal sum as of the first day
following said 54~day period. Such interest shall accrue at the
rate of eight (8) percent simple interest per annum until such time
as the Agency's deed to the Phase II Parcel shall have been recorded
in favor of the Redeveloper.
The principal sum of sa~d promissory note including accrued
interest thereon, if any, shall be due and payable within three
and one half years from the date of deposit of the Redeveloper's
Third Advance (date of promissory note).
The principal sum of said promissory note shall be cancelled
through escrow upon conveyance by the Agency to the Redeveloper of
the Phase II Parcel. If any interest shall have accrued on such
principal sum upon the cancellation of such principal sum through
escrow, the Agency shall pay such accrued interest to the Redev
veloper upon such conveyance of the Phase II Parcel.
In the event of the Redeveloper's election to divide the Phase
II Parcel into two subparcels in order to acquire and develop the
Phase II Parcel in increments as provided in the Scope of Develop-
ment, the following provisions shall apply with respect to the
Agency's obligation to the Redeveloper for the payment of interest
on the Redeveloper's Third Advance.
Interest shall not accrue on the principal sum of.
said promissory note unless the Agency shall be unable
to convey title to the First Subpacel in accordance with
Section 2(a) herein together with possession thereof to
the Redeveloper within 540 days after the date of ex-
ecution of this Agreement by the Agency.
In the event that the Agency fails to deliver such
title and' possession to the Redeveloper within said
540-day period, interest shall begin to accrue on such
principal sum as of the first day following said 540~day
period. Such interest shll accrue at the rate of eight
(8) percent simple interest per annum until such time
as the Agency's deed to such First Subparcel shall have
been recorded in favor of the Redeveloper, at which time
such aecrued interest shall be payable by the Agency to
the Redeveloper.
-16-
Interest .shall not further accrue on the principal
sum of said promissory note unless the Agency shall be
unable to convey title to the Second Subparcel in accor-
dance with Section 2(a) herein together with possession
thereof to the Redeveloper within 810 days after the
date of execution of this Agreement by the Agency.
In the event that the Agency fails to deliver such
title and possession to the Redeveloper within said 810-
day period, interest.shall begin to accrue on such prin-
cipal sum as of the first day following said 810-day
period. Such interest shall accrue at the rate of eight
(8) percent simple interest per annum until such time
as the Agency's deed to. such Second Subparcel shall have
been recorded in favor of the Redeveloper, at which time
such accrued interest shall be payable by the Agency to
the Redeveloper.
The principal sum of said promissory 'note represent-
ing the Third Advance shall be cancelled through escrow
upon conveyance by the Agency to the Redeveloper of s~ch
Second Subparcel.
In the event of the Redeveloper's election to divide the Phase
II Parcel into three subparcels in order to acquire and develop the
Phase II Parcel in increments as provided in the'Scope of Development,
the following provisions shall apply with respect to the Agency's ·
obligation to the Redeveloper for the payment of interest on the
Redeveloper's Third Advance.
Interest shall not accrue on the principal sum of
said.promissory note unless the Agency shall be unable
to convey title to the First Subparcel in accordance
with Section 2(a) herein togehter with' possession there-
of to the Redeveloper within 540 days after the date.of
execution of this Agreement by the Agency.
In the event that the Agency fails to deliver such
title and possession to the Redeveloper within said 540-
day period, interest shall begin to accrue on such prin-
cipal sum as of the first day followoing said 540-day
period. Such interest shall accrue at the rate of eight
(8) percent simple interest per annum until such time
as the Agency's deed to such First Subparcel shall have
been recorded in favor of the Redeveloper, at which time
such accrued interest shall be payable by the Agency to
the Redeveloper.
Interest shall not further accrue on the principal
sum of said promissory note unless the Agency shall be
unable to convey title to the Second Subparcel in accor-
dance with.Section 2(a) herein together with possession
thereof to the Redeveloper within 810 days after the
date of execution of this Agreement by the Agency.
-17-
FEB Z 8 977j
In the event that the Agency fails t~ deliver
such title and possession to the Redeveloper within
said 810-day period, interest shall begin to accrue
on such principal sum as of the first day following
said 810-day period. Such interest shall accrue at
the rate of eight (8) percent simple interest per
annum until such time as the Agency's aeed to such
Second Subparcel shall have been recorded in favor of
the Redeveloper, at which time such accrued interest
shall be payable by the Agency to the Redeveloper.
Interest shall not further accrue on the prin-
cipal sum of said promissory note unless the Agency
shall be unable to convey title to the Third Subparcel
in accordance with Section 2(a) herein together with
posses~ion thereof to the Redeveloper within 1080 days
after the date of execution of this Agreement by the
Agency.
In the event that the Agency fails'to deliver
such title and possession to the Redeveloper within
.said 1080-day period. Such interest sha~l accrue at
the rate of eight (8) percent simple interest per
annum until such time as the Agency's deed to such
Third Subparcel shall have been recorded in favor of
the Redeveloper, at which time such accrued interest
shall be payable by the Agency to the .Redeveloper.
The principal sum of said promissory note re-
presenting the Third Advance shall be cancelled through
escrow upon conveyance by the Agency to the Redeveloper
of such Third Subparcel.
(f) Payment of the Balance of the Purchase Price for
theI Phase_II Paree'l' "
Not later than the date specified in the Schedule of Perfor-
mance for conveyance to the Redeveloper of title to the Phase II
Parcel, provided that the Agency is prepared to deliver such title
and possession to the Redeveloper, the Redeveloper shall deposit in
escrow toward payment of the balance of the'Purchase Price for the
Phase II Parcel the sum of SEVEN HUNDRED SEVENTY'THREE THOUSAND FIVE
HUNDRED DOLLARS ($773,500.00).
The sum of FIFTY ONE THOUSAND SEVEN HUNDRED SIXTY TWO DOLLARS
AND FIFTY CENTS ($51,762.50) comprising Redeveloper's Initial Advance
shall be credited in escrow toward payment of the Purchase Price for
the Phase II Parcel. In no event shall the Redeveloper be required
to advance and deposit in escrow toward payment of the Purchase Price
for the Phase II Parcel an amount in excess of such Purchase Price
for the Phase II Parcel as hereinabove set forth in Section 1.
-t8-
(g)
Acqui.sition an~ Development of the Phase. II
Parcel in .Increments by the Redev~!0per
(i) Payment of the Purchase Price for the
FirSt Sub Parcel
In the event the Redeveloper elects to acquire and
develop the Phase II Parcel in increments.as provided in the
Scope of Development, the Redeveloper shall deposit the purchase
price for the First Sub Parcel to be developed as comprising a
portion of the Phase II Parcel in escrow not later than the date
for conveyance thereof to the Redeveloper as provided in the
Schedule of Performance. The.purchase price for such First Sub
Parcel shall be allocated pro rata through escrow at the rate of
TWO DOLLARS AND THIRTY SEVEN CENTS ($2,37) per square foot to be
conveyed.
(ii) ~aym~.nt of the Purchase Price for the
Second Sub Parcel ....
In the event the Redeveloper elects to divide the
Phase II Parcel into two subparcels, the Redeveloper shall de-
posit the purchase price for the Second.Sub Parcel, as comprising.
the balance of the Phase II Parcel, in escrow not later than the
date for conveyance thereof to the Redeveloper as provided in
the Schedule of Performance. The purchase price for such Second
Sub Parcel shall be allocated through escrow at the rate of TWO
DOLLARS AND THIRTY SEVEN CENTS ($2.37).per square foot to be
conveyed. The sum O~ FIFTY ONE THOUSAND SEVEN HUNDRED SIXTY TWO
DOLLARS AND FIFTY CENTS ($51,762.50), comprised of the Redevel-
oper's Initial Advance,. shall be credited in escrow toward pay-
ment of the purchase price for such Second Sub Parcel. In no
event shall the Redeveloper be required to advance and deposit
in escrow toward payment of the Purchase Price for the Phase II
Parcel an amount in excess of such Purchase price for the Phase
II Parcel as hereinabove set forth in Section.1.
In the event the Redeveloper elects to divide.the Phase II
Parcel into three subparcels, the Redeveloper shall deposit the
purchase price for the Second Sub Parcel in escrow not later than
the date for conveyance thereof to the Redeveloper as provided in
the Schedule of Performance. The purchase price for.such Second
Sub Parcel shall be allocated through escrow at the rate of TWO
DOLLARS AND THIRTY SEVEN CENTS ($2.37) per square foot to be con-
veyed.
(iii) Payment of the Purchase Price for the
Third Sub Parcel '
In the event the Redeveloper elects to divide the Phase
II Parcel into three subparcels, the Redeveloper shall deposit the
purchase price for the Third Sub Parcel, as comprising the balance
of the Phase II Parcel, in escrow not later than the date for con-
vevance thereof to the Redeveloper as provided in the Schedule of
Performance. The purchase price for such Third Sub Parcel shall
be allocated through escrow at the rate of TWO DOLLARS AND THIRTY
SEVEN CENTS ($2.37) per square foot to be conveyed. The sum of
FIFTY ONE THOUSAND SEVEN HUNDRED SIXTY TWO DOLLARS AND FIFTY CENTS
($51,762.50), comprised of the Redeveloper's Initial Advance shall
be credited in escrow toward payment of the purchase price for
such Third Sub Parcel. .In no event shall the Redeveloper be re-
quired to advance and deposit in escrow toward payment of the
PurChase Price for the Phase II Parcel an amount in excess of such
Purchase Price for the Phase II Parcel as hereinabove set forth in
Section 1.
SEC. 8. SPECIAL PROVISIONS
(a) Execution of Con~a.c~-Housin~ ~ssis.t.ance Payments.
Authority agrees to enter into an Annual Contributions Contract
("ACC") with HUD, which shall provide for annual contributions to
the Authority for housing assistance payments with respect to the
low and moderate income housing units to be developed on the Phase
I Parcel. The'form and content of said Contract shall be as re-
quired by HUD.
After execution of the ACC by HUD, Authority and Redeveloper
shall enter into an Agreement to enter into Housing Assistance
Payments Contract which will provide that upon satisfactory com-
pletion of the housing, the Authority and the Redeveloper will
enter into a Housing Assistance Payments Contract for the purpose
of making housing assistance payments to eligible persons occupy-
ing the housing units to be developed on the Phase I Parcel. Said
agreement shall be subject to approval by HUD.
Upon completion of such housing development and acceptance
thereof by the Agency, Authority and Redeveloper shall then enter
into the HOusing Assistance Payments Contract which shall be ap-
proved by HUD.
(b) Assignm~nts~ Transfers, Joint Ventures and. ~rtqerships.
Notwithstanding any other Provisi°n of ~his Agreement,' in01ud-
ing the provisions contained in Part II hereof, the Rede%eloper
agrees that prior to recordation of a Certificate of Completion for
the Improvements on the Property (a) there will not be made any
assignment, conveyance, or any other form of transfer of the Property,
or any interest therein, excepting the encumbrancing of the Property
for purposes of securing interim and permanent financing for the
construction of the Improvements, without the prior written consent
of the Agency, the Authority and HUD, and (b) no redeveloper or
owner shall be substituted for those named in Redeveloper's pro-
posal and this Agreement without the written consent of the Agency,
the Authority and HUD. However, the Redeveloper, with the written
agreement of the Agency and the Authority (which agreement shall
not be unreasonably withheld by the Agency and Authority) reserves
the right at its discretion to join and associate with other entities
in join venture, limited or general partnerships or otherwise for
the purpose of acquiring and developing the ProPerty or portions
thereof, provided at all times prior to the recordation of a Certi-
ficate of Completion by the Agency for the ~roperty,'Redeveloper
will remain fully responsible to the Agency and provided'that such
joint venture, partnership or other entity agrees.in writing to be
bound by all of the provisions of this Agreement. Section 503(b)
(4) of Part II shall not apply to or limit the amount of capital or
equity contribution by any person or entity participating in the
development entity.
Notwithstanding the foregoing provisions of this Section
8(b) the Redeveloper shall be entitled to convey title to the Phase
I Parcel to Rosswood Villa Apartments, A California Limited Partner-
ship, at such time as HUD shall issue its initial endorsement of
mortgage guarantee insurance for the Phase I Parcel provided tha%,
at all times prior to recordation of a Certificate of Completion
for the Property,'the Redeveloper shall remain fully responsible to
the Agency andprovided that the Rosswood Villa Apartments Limited
Partnership agrees in writing to be bound by all of the provisions
of this Agreement. Prior to conveyance of ~he. Phase I Parcel as
set forth in the Schedule of Performance, the Redeveloper shall
' provide the Agency with a copy of the Rosswood Villa Apartments.
Limited Partnership Agreement in order that the Agency may be
assured that the general partners of such Limited Partnersh%p are
the same as such general partners constituting the Redeveloper.
Whenever the term "Redeveloper" is used herein, such term
shall include any permitted.assignee as herein provided..
(c) Tax Exemption. The ProPerty sha~l not be removed from
the proper~y tax ro].l~ and shall not be exempted from property
tax payments, except under programs now or hereafter enacted by
the State of California for the general relief of. homeowners.
Redeveloper for itself and for its successors and assigns agrees
not to file an application for exemption from Property ta~ asess-
ment and payment, except for those exemptions which may now exist
or hereafter be enacted by the State of California for the gen-
eral relief of homeowners. This in no way limits Redeveloper's
right to question or seek reduction of any assessed valuation of
the Property.
(d) Bodily Injury and Property Damage Insurance. Before
commencement of an~' work of improvemen't 'u~on 'the' Pro6erty, the
Redeveloper 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 amount of at least
$500,000 for any person, $2,000,000 for any occurrence and' $300,
000 property damage, naming the ~gency, the Authority and the City
as co-insureds.
(e) }!aintenance of Land Prior to Construction. The Redeve-
loper shal~--~a~-l~--6~-~red land he acquires and the cleared
land he owns within'the Project Area in a neat and orderly con-
dition between the date of acquisition and the commencement of
construction.
(f) Execution of Documeuts. Tho Agency, Authority and the
Redeveloi)er agree to exe-~te---'-~'~-and all documents that may be
necessary or properly required by HUD in connection with this
Project.
-21- :~ ? ".!
(g) Environment__al Impact Report. As a condition precedent to
Redeveloper's obligation to purchDse the Property hereunder, the Agency
shall have caused to be prepared and approved a Supplement to the
Environmental Impact Report (EIR) prepared and approved for the
Urban Renewal Plan fOr the Project with respect to the improve-
ments contemplated in the Scope of Development, which shall comply
with the requirements of.the California Environmental Quality Act
of 1970, as amended ("CEQA") and all applicable state regulations
and local ordinances with respect thereto, so that the Redeveloper
and the Agency shall be legally entitled under CEQA and such reg-
ulations and ordinances to construct and use the improvements
contemplated in the Scope of Development (and all time periods for
any judicial or administrative appeal from or collateral attack
upon such EIR, or the approval thereof, or the applicability
thereof to the Project shall have expired and no such appeal or
attack shall be pending). The Redeveloper shall assist in the
preparation of such Supplement to the EIR in draft and final form
and provide all reasonable assistance to the Agency in satisfying
the foregoing conditions.
Th~.Redevelop0r shall comply with all mitigation measures
proposed to minimize adverse impacts resulting from project im-
plementation which are included in the final Supplement to the
Environmental Impact Report approved by the Agency.
The Redeveloper shall prepare and/or execute any and all
documents necessary to comply with HUD National Environmental
Policy Act (NEPA) regulations and procedures (i.e. ECO 2 and
ECO 3). The Redeveloper shall include any and all HUD re-
quirements in the architectural drawings.
(h) State and Local Labor Standards Provisions. Redeveloper
shall comply, and require all contractors and subcontractors em-
ployed pursuant to this Agreement to comply with all applicable
labor standards provisions of the California Labor Code.
If Redeve.loper now or at any time during the course of.this~
Agreement qualifies as an employer under Labor Code Section 3300,
unless the employee(s) he hires come(s) within those persons
excluded under the Labor Code, Redeveloper shall furnish Agency
with an insurance certificate from his workmen's compensation
insurance carrier certifying that he carried such insurance, and
that the policy shall not be cancelled nor the coverage reduced
except upon ten (10) days prior written notice to ~gency.
It is hereby agreed that the Agency, the Authority and the
City, their officers, agents and employees, shall not be respon-
silbe for any damage or liability occurring by reason of failure
of the Redeveloper, .its contractors or subcontractors, to obtain
workmen's compensation ins6rance in compliance with the provisions
of Division 4 of the Labor Code. Redeveloper agrees that Rede-
veloper, its contractors and subcontractors, shall fully indemnify
and hold harmless the Agency, Authority, and the City and the~.r
officers, agents and employees from any such liability.
-22-
(i) Federal Labor Standards Provisi~ns. Redeveloper shall
comply, an~ r~qu'lre al~'~ont'ra~t0~-s 'and subcontractors employed
pursuant to this Agreement to comply, With all applicable Federal
labor standards, and regulations issued pursuant to the Copeland
Act, the Davis-Bacon Act and the Contract Work Hours and Safety
Standards Act and such other federal standards and regulations as
may be applicable from time to time.
(j) Faithful Performance and Labor an~. Materia~(~a .~.ep.t)' Bonds.
The Redeve~'oper agrees' to pr0cdre,''o~'cause the procurement, of con-
tractor's bonds covering labor, materials and performance for conStruc-
tion on the Property. Each such bond shall be in an amount equal to
one hundred percent (100%) of the construction price in the contract
entered into by Redeveloper and its general con~ractor. Said bonds
and the construction contract must first be approved as to content
and form' by the Executive Director and legal counsel for the Agency
prior to commencement of construction. The Agency shall not unreason-
ably withhold such approval. Redeveloper, shall, prior to commence-
ment of construction, deliver to the Agency a certificate from the
bonding company insuring aforesaid bonds, naming the Agency as an
additional insured under said bonds so long as such naming 6f the
Agency as additional insureds shall not be disapproved by HUD.
(k) Covenant to Hold the Phase I Parcel as One Parcel. Re-
developer covenants and agrehs"tha% the 'Phase I Parcel shall be
held as one parcel and that no portion shall be sold separately.
This covenant and agreement shall run with the land and shall be
binding upon Redeveloper, and future owners, encumbrancers, %heir
successors, heirs, assignees and shall continue in effect unless
otherwise released' by authority of the Agenc~ and the Authority.
(1) City and Other Governmental A~enc~ Permits and Fee~.
Before commenceme~ of c~nstruction or ~evelopmeh6"~f any buildings,
structures or other work or improvement upon the Property or any
portion thereof, the Redeveloper shall at its own expense, secure or
cause'to be secured any and all. permits and pay any and all fees
and charges which may be required by the City or any other govern-
mental agency affected by such construction, development or work.
The Agency and the Authority shall provide all proper assistance
to the Redevelopment in securing such permits.
(m} Priority to ~isplaced Low and Moderate Income Persons
and Families. Redeveloper agrees that'pe~so~'s or'famil'i%s of 'low
and moderate income displaced by the Redevelopment Project shall
be given priority in renting the housing to be developed pursuant
to this Agreement.
-23-
(n) U,s~ .f0r._Lo? and Moderate Income Housing. The Redeve-
loper agrees for itself- its sUC~e~b~s"and assigns, and every
successor in interest'to the Phase I Parcel or any portion there-
of and the Deed shall contain a covenant to the effect that the
Phase I Parcel shall not be used for any purpose other than for
low and moderate income housing for a period of thirty five (35)
years from the date of the Deed or until the maturity date of
the mortgage pertaining thereto, whichever is longer. The
mortgage on that portion of.the Property may not be prepaid with-
out the prior written approval of the Agency and HUD.
If Redeveloper prepays the mortgage or sells that portion of
the Property comprising the Phase I Parcel before the final mort-
gage debt has been paid, all deeds and other documents relative
to the prepayment, transfer or conveyance shall contain appropriate
covenants requiring .such Parcel to be used low and moderate income
housing for the remaining years of the period provided'for above
in this paragraph (n).
SEC. 9. MODIFICATIONS OF PART II
(a) Conflicts. In the event of any inconsistency or conflict
between the provisions of this Part'I and part II of this Agreement,
the provisions of Part I shall prevail over those contained in
Part II.
(b) SEC. 101 Work to be Performed by Agency. This Section
is hereby amended by ~dding the ~'ollowing' Paragraph:
The Agency shall only be responsible for
soil conditions and the placement of fill on
the Property in those areas excavated by the
Agency in the performance of its normal de-
molition and site clearance operations. As
to all other portions of the Property includ-
ing t~e soil beneath the areas excavated by
the Agency, the Property shall be conveyed
in an as is condition. It shall be the sole
responsibility of the Redeveloper at Redeve-
loper expense to investigate and determine
the soil condition and the suitability of
the Property for the development to be con-
structed. If the soil condition of the
Property is not in all respects entirely
suitable for the use or uses to wh$ch the
Property will be put, then it is the sole
responsibility and obligation of Redeveloper
to take such action as may be necessary to
place the Property and the soil condition
of the Property in all respects in a condi-
tion entirely suitable for the development
of the Property.
-24-
1977
(c) SEC. 103 Agency's Responsibilities for Certain Oth. er
Actions. Subparagraph (b') of {2~'.,'-~ ~e6tl6n i's hereby 'amended
rea---~ as follows:
(b)
Replattin~{ ResubdiVigion~ R~zoning or Zoning
~ria'H'c~.'.--~h-~I~tting, reSubdivision,
rezoning, or obtaining zoning variances, if
necessary for the conveyance of the Property.
This Section is further amended by adding the following par-
agraph:
Once public improvements are cohstructed or
completed any changes required by the Redeveloper
shall be at tile expense of the Redeveloper~ The
Agency shall not.be responsible for th~ r~moval,
restoration or repair of any pending, finished'or
completed work which work must be or is removed or
otherwise damaged by the Redeveloper in ~eveloping
the Property. The Redeveloper shall bear all ex-
pense for restoring or repairing any such work.
The Agency shall coordinate all uncompleted work
required under this Section with Redeveloper's
schedule and activities so that all work may be
~ompleted in a manner consistent with Redeveloper's
construction-efforts. Any other work to be per-
formed by the Agency 'with reference to the Pro-
perty shall be as specified in the Scope of Deve-
lopment and within the times specified in the
Schedule of Performance.
301
(d) SEC. 301 Plans for Construction of Improvements.
This Section is'deleted in 'its' entirety and a new Section
is inserted as follows:
SEC. 301 Plans for Construction of Improvements.
Plans and speci'fications fo~ the redevel6p--ment
of the Property and the construction of improvement
thereon in phases (hereinafter referred to as the
"Improvements") shall be in conformity withthe Urban
Renewal Plan, the Scope of Development and all ap-
plicable State and local laws and regulations.
(a) _Scope of Development. The Prot,erty shall be developed
in phases ~z"-~]{¥~-.th--e~-l'im--~tations established in the "Scope
of Development", 1;)cor[)orat~:d herein and attached to this
Agreement as Attachment No. 4.
-25-
18 1977
FEB 28 1917
(b) Construction D£awings and Re_~l.a. ted Documen~ts. The Rede-
developer ~-~-~-'~i~a'r'~-~n--~'-~u~ml~' 5~n-~ructl'~ drawings
and related documents to the A.gency for architectural re-
view and written approval for th~ Property or portions there-
of as provided in the Schedule of Performance. Such con-
struction drawings and related documents 'shall be submitted
in three stages -. schematic, preliminary and final. Final
drawings and plans are hereby defined as those in sufficient
detail to obtain a building permit. Approval of progress-
ively more detailed dr w~ngs and specifications will be
promptly granted by the Agency if they ar.6 not in conflict
with drawings or specifications theretofore approved. Any
items so submitted and approved in writing by the Agency
shall not be subject to subsequent disapproval.
During the preparation of all drawings and plans, the
Agency, the Authority and the Redeveloper shall hold regular
progress meetings to coordinate the preparation of, submis-
sion to, and review of construction plans and related doc-
uments by the Agency. Said parties shall communicate'and
consult informally as frequently as is necessary to insure
that the formal submittal of any documents to the Agency
Can receive prompt and speedy consideration.
If any revisions or corrections shall be required by
any government official, agency, department or bureau having
jurisdiction, or any lending institution involved in financ-
ing, the Redeveloper, the Authority and the Agency shall cO-
operate in efforts to obtain waiver of such requirements or
to develop a mutually acceptable alternative. If no such
waiver is obtained and no such alternative is developed, the
Agency and the Authority shall be bound by such revisions or
corrections if they are not inconsistent with the Scope of
Development.
(c) Landscaping Plan. The Redevelopek shall prepare and
subm~ to the Ag'ency for approval final landscaping and
finish grading plans for the Property or portions thereof.
Said plans shall be prepared and submitted within the times
set forth in the Schedule of Performance.
(d) Agency Approval of Construction Plans.and Drawings.
--~ ~g~]-c~' '~']'f'l' h~l~-'-f'l.'~1~'l~--6-f ar'cllltectUral re-
view of all plans and submissions, including changes there-
in ·
-26-
.FEB
.The Agency shall approve or disapprove the plans, draw-
ings and related document's referred to in paragraphs (b) and
(c) of this Section within the times established in the Sch-
edule of Performance. Failure by tile Agency to either ap-
prove or disapprove within the times established in the
Schedule of Performance shall be deemed an approval. Any
disapproval shall state in writing the reasons for disapproval.
The Redeveloper, upon receipt of a disapproval based upon
powers reserved by the Agency hereunder shall revise such
portions as are not a logical evolution of the specific plans
and construction requirements previously approved by the
Agency and resubmit to the Agency as soon as possible after
receipt of the notice of disapproval. All plans, drawings
and related documents approved in writing bylthe Agency shall
not be subject to subseguent disapproval.
(e) Architect's Certification. The Redeveloper shall
submit tO ~iUD~--~ency and the Authority the Architect's
Certification on IIUD's prescribed form. Such certification
shall be made'by the architect responsible for the prepara-
tion of the working drawings and specifications for the Phase
I improvements. The Architect's Certificakion shall state
that, to the best of the Architect's knowledge belief'and
professional judgment, (i) the working drawings and specifi-
cations are consistent with the approved final proposal,
'and (ii) the proposed construction in accordance with. these
plans and specifications is permissible under applicable
zoning, building, housing and other Codes,'ordinances, or
regulations as modified by any waivers obtained for the ap-
propriate officials of the City of Santa Aha. This Certifi-
cation shall also cover compliance with the appropriate
Minimum Property Standards'(MPS) and other standards, guide-
lines and criteria applicable pursuant'to HUD regulations
as to Certification and standards issued pursuant to the
National llousing Act of 1937. One copy of such certified'
working drawings and Specifications shall be submitted with
the Architect's Certification to ltUD as well as to.the
Agency and the Authority; provided, however, that receipt
and retention 6y HUD of these working drawings and specifi-
cations shall not denote or constitute HuD review or ap-
proval of such drawings and specifications.
(e) SEC. 302 Changes in'Cons~ructio~ Plans. This Section
is deleted in its ~n~i~ty and a new' S'~on 302 'is inserted as
follows: ..
SEC. 302 Changes in Construction Plans. If the
Redev61oper desires to ma~ any c--~--~e construc-
tion plans after their approval by the Agency, the Re-
developer shal.1 submit the proposed change to the Agency
for its approval. If the construction plans, as mod-
ified by the proposed change conform to the requirements
of Section 301 hereof and the Scope of DeVelopment, the
Agency shall approve the proposed change and notify the
Redeveloper in w~iting within fifteen (15). days after
receiot thereof~b¥ the Aqency, Such chan~e in con-
-27-
FEB,
struction plans i~ any event, :~hal! b{, d~,,,'m~ed approved
by the Agency unl(:ss rejected by the Agency, in whole.
or in part, by written notice to the Redeveloper within
said 15-day period setting forth 'in detail the reasons
therefor.
(f) SEC. 401 This SectiOn is hereby deleted in its entirety
and a new Section 401 inserted as follows:
Sec. 401 Restrictions on Uso. The Redeveloper
agrees for itsel'f', and its successors and ass~ns,'* and
every successor in interest to the Property, or any
part thereof,' and the Deeds shall contain covenants on
the part of the Redevgloper for itself, and such suces-
sors and ~ssigns, that the Redeveloper, and such suces-
sors and assigns, shall: · ~
(a)
Devote the Property to, and only to and
in accordance with the uses. specified
in the Urban Renewal Plan, the Deeds and
the Scope of Development and Section 8(n)
of this Agreement as it pertains to such
portion of the Property on which Phase I
improvements shall.be developed.
(b)
Not discriminate upon the basis of race,
color, creed, religion, sex, marital status,
or national origin in the sale, lease, or
rental or in the use or occupancy of the
Property or any improvements erected or to be
erected thereon, or any part thereof.
(c)
Include the legend, "An Open Occupancy
Building" in type or le'ttering of easily
legible size and design in all advertis-
ing (including signs) for the sale and/or
rental of 'the whole or any part of the
Property. The word "Project" or "Deve-
lopment'' may be substituted for the word
"Building" where circumstances require
substitution.
(d)
Comply with the regulations issued by
the Secretary of Housing and Urban De-
velopment set forth in 37 F.R; 22732-3
and all applicable rules and orders
issued thereunder which prohibit the
use of lead-Dased paint in residential
structures undergoing federally assisted
construction or rehabilitation and
require the elimination of lead,based
paint hazards.
The Redeveloper shall refrain from restricting the rental, sale
or lease of the Property on the basis of race, color, sex, marital
status, religion, ancestry or national origin of an), person. All
deeds, leases or contracts for the sale, lease, sublease, or ~ther
transfer of tho Property shall contain or be subject to the following
nondiscrimination and nonsegregation clauses:
977 FEB 28
(ii)
(iii)
In deeds: "Tile grantee herein covenants by and for
himself, his heirs, executors, administrators and
assigns, and all persons claiming under or through
them, that thor6 shall b~ no discrimination against'
or segregation Of, any person or group of perso~s on
account of race, color, creed, national origin,
ancestry, sox, or marital status, in the sale, lease
sublease, transfer, use, occupancy, tenure or enjoy-
ment of the land herein conveyed, nor shall the grantee
himself or any person claiming under or {brough 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, lessess, subtenants, sub-
lessees or vendees in the. land.herein conveyed.
The foregoing convenants shall run with the land."
In leases: "The lessee herein covenants by and
for himself,'his heirs, executors, administrators
and assigns, andall persons claiming under or
through him, and this lease is made and accepted
upon and subject tO the f~llowing conditions:
That there shall be no discrimination against
or segregation of any person or group of persons
on account of race, color, creed, national origin,
ancestry, sex, or marital status, in the leasing,
subleasing, transferring, uso, or enjoyment of
the land herein leased nor shall the lessee himself,
or any person claiming under or through him, establish
or permit any practice or practices of discrimination
or segregation with reference to the seleotion,
lqcati0n, number, use or occupancy, of tenants,
lessees, sublessees, subtenants or vendees in the land
herein leased."
In contracts~ "There shall be no discrimination
against or segregation of, any person, or group 6f
person~ on account of race, color, creed, national
origin, ancestry, sex, Or marital status, 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 or discrimination or segrega-
tion with reference to the selection, location,
number, use or gccupancy of tenants, lessees, sub-
tenants, sublesseesOr vendees of the land."
-29-
Nm.; 19'/7
FEB 8 1977'
(g) SEC. 702 This Section is hereby deleted in its entirety
and a new Section 702 inserted as follows:
SEC. 702 Termination b~..Rede.v~l'op.er. Prior to Conveyance.
In the event that ''
(a)
(b)
the Agency does not tender conveyance of the
Property or portions thereof, or possession
thereof, in tile manner and condition, and by
the date', provided in the Agreement, and any
such failure shall not be cured within ~hirty
(30) days after the date of written demand by
the Redeveloper; or
the Redeveloper shall, after preparation of
Construction Plans satisfactory to the Agency,
furnish evidence satisfactory to the Agency
that it has been unable, after apd despite
diligent effort for a period of sixty (60)
days after approval by tile Agency of the Con-
struction Plans, to obtain mortgage financing
for the construction of the Improvements on
a basis and on terms that would generally be
considered satisfactory by builders or con-
tractors for improvements of the nature and
type provided in such Construction Plans,
and the Redeveloper shall, after having sub-
mitted such evidence and if so requested by
the. Agency, continue to make diligent efforts
to obtain such financing for a period of
sixty (60) days after such request, but with-
out success,
then the Agreement shall (with respect to'any unconveyed portion of
the Property), at the option of the Redeveloper, be terminated by
written notice thereof to the Agency and the Authority, and,
except with respect to the return of the Initial Advance as provided
in Paragraph (a), Section 7 of Part I hereof, neither th~ Agency,
the Authority nor the Redeveloper shall have any further rights
against or liability to each other under the Agreement with respect
to any such unconveyed portion of the Property.
(h) SEC. 703This Section is hereby deleted in its entirety
and a new Section 703 inserted as follows:
SEC. 703 Termination by Agency. Prior to Conveyance.
In the event that
(a)
prior to conveyance of the Property or portions
thereof to the Redeveloper and in violation of
the Agreement
(i) the Redeveloper (or any successor in
interest) assigns or attempts to as-
sign the Agreement or any rights there-
ill, or in tile Property or portions
thereof, or
-30-
{b)
{c)
(ii)
there is any change Jn the owllershJp
or distribution of the. stock of the
Redev~!oper.or with respect to the
identity of the parties in ~outrol
of the Redeveloper or the degree
thereof; or
the Redeveloper does not submit the Architect's
Certification and Construction Plans, as required
by the Agreement, or (except as 6xcused under
subdivision (b) of Section 702 hereof) evidence
that it has the necessary equity capital and
mortgage financing, in satisfactory form and in..
the manner and by the respective dates provided
in the Agreement therefor; or
· the Redeveloper does not pay the Purchase Price
and take title to the Property or portions thereof
upon tender of conveyance by the Agency pur-
suant to the Agreement, and if any default or
failure, referred to in subdivisions (b) and (c)
· of th%s Section 703 shall not be cured within
thirty (30) days after the date 0f'written
demand by the Agency,'or
(d)
In the event that the Agency, after and despite
diligent effort, is.unable to obtain from HUD
sufficient Community Development Block Grant
Funds or is unable to obtain such'other financing
in quantitites sufficient to enable the Agency.
to finance its share of the Project costs not
.later than the dates established therefor in the
Schedule of Performance,
then the Agreement, and any ~ights of the Redeveloper,'or a~y
assignee or transferee, in the Agreement, or arising therefrom
with respect to.the Agency or the Property or a~y unconveyed
portions thereof shall, at the option of the AgenCY and the
Authority, be terminated by the Agency.
If the Agreement is terminated pursuant to this Section 703,
then as provided in Paragraph (a), Section 7 of Part I hereof, the
Initial Advance shall be retained by the Agency as liquidated
damages and as its property without any deduction, offset, or re-
coupment whatsoever. Thereafter, neither the Redeveloper (or as-
signee or transferee) nor the Agency or Authority shall have any
further rights against or liability to each other under this Agree-
ment with respect to the Property or any such unconveyed portions
thereof.
-31-
MAR 18
(ii SEC. 704 This Section is hereby deleted in its entirety
and a new Section 704 is inserted as follows:
SEC. 704 Revesting Title in Agency Upon liappening of
Event Subsequent to ~b'nv3yanCe to ~d~'ve.lOpgr. Ih"'t~e" event 'that
subsequent to conveyance of' the Property or any part thereof to
the Redeveloper
(a)
the Redeveloper (or successor in interest)
shall default in or violate its obligations
with respect to the construction of the
Improvements (including the nature and the
dates for the beginning and completion
thereof), or shall abandon or. substantially
suspend construction work, and any such de-
fault, violation, abandonment, or suspen-
sion shall not be cured, ended, or remedied
within three (3) months (six (6) months, if
the default is with respect to the date for
completion of tile Improvements) after writ-
ten demand by the Agency so to do; or
(bi
the Redeveloper (Or successor in interest)
shall fail to pay real estate taxes or as-
sessments on the Property or any part there-
of when due, or shall place thereon any
encumbrance or lien unauthorized by the
Agreement, or shall suffer any levy or at-
tachment to be made, or any materialmen's
or mechanics' lien, or any other author-
ized encumbrance or lien to attach, and
such taxes or assessments shall 'not'have
~een paid, or the encumbrance or lien re-
moved or discharggd or provision saris-.
factory to the Agency made for such pay-
ment, removal, or discharge, within ninety
(90) days after written demand by the
Agency so to do; or
(c)
there is, in violation of the Agreement,
any transfer of the Property or any part
thereof, or any change in the ownership
or distribution of the stock of the Re~
developer,, or with respect to the identity
of the parties ill control of the Redeveloper
or the degree thereof, and such violation
shall not be cured within sixty (60) days
after written demand by the Agency to the
Redeveloper; pr
-32-
the Redeveloper (or successor in interest}
breaches its covenant to only use that por-
tion of the Property coml~rising the Phase
I Parcel for low and moderate income housing
as defined in the. Housing Assistance Payments
Agreement for the period provided for in Paragraph
(n), Section 8 of Part I hereof and such breach
shall not be cured within sixty (60) days after
written demand by the Agency to the Redeveloper,
then the Agency shall have the right to re-ent~r and take posses-
sion of the Property and to terminate (and revest in the Agency}
the estate c.onveyed by the Deed to the Redeveloper, it being the'
intent of this provision, together with other provisions of the
Agreement, that the conveyance of the Property to the Redeveloper
shall be made upon, and that the Deed shall contain, a condition
subsequent to the effect that in the event of any default, failure,
violation, or other action or inaction by the Redeveloper specif-
ied in subdivisions (a), (b), (c) and (d) of this'Section 704,
failure on the part of the Redeveloper to remedy, end, or abrogate
such default, failure, violation, or other.action'or inaction,
within the period and in the manner stated in such ~ubdlvlsio s,.
the Agency at its option may declare a termination in favor Of the
Agency of the title, and of all the rights and interests in and to
the Property conveyed by the Deed to the Redeveloper, and that such
title and all rights and interest of the Redeveloper, and any as-
signs or successors in interest to and in the Property, shall re-
vert to the Agency: Provided, that such condition subsequent and
any revesting of titl~ ~s a result thereof in'the Agency
(1} shall always be subject to and limited
by, and shall not defeat, render in-
valid, Or limit in any way,' (i) the
lien of any mortgage authorized by the
Agreement', and (ii) any rights or in-
terests'provided in the Agreement for ~
the protection of the holders.of such ..
mortgages; and
(2) .with respect to subdivisions (a) i (b)
and (c) shall not apply to ind. ividual
parts or parcels of the Property (or,
in. the case of parts or parcels leased,
the leasehold interest) on which the
improvements to be constructed thereon
have been completed in accordance with
the Agreement and for which a certifi-
cate of completion is issued therefor
as provided in Section 307 hereof.
In addition to,..and without in any. way limiting the Agency's
right to reentry as provided for in the preceding sentence, the
Agency shall have the right to retai'n the Initial Advance, as pro-
vided in Paragraph (a), Section 7 of Part I hereof, without any
deduction, offset or recourpment whatsoever, in the event of a
default, violation or failure of the Redeveloper as specified
in the preceding sentence.
-33~
SEC. !0 COUNTERPARTS
This Agreement is executed in five
of which is deemed to. be an original.
(5) counterparts, each
SEC. 11 ENTIRE AGREEMENT, WAIVERS AND AMENDmeNTS
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all nego-
tiations or previous agreements between the parties, including
any and all prior agreements between the Authority and Redeve-
loper with respect to all or any part of the subject matter
hereof.
Ail waivers of the provisions of this Agreement must be in
writing by the appropriate authorities of the Agency, the Author-
ity or the Redeveloper, and all amendments hereto must be in
writing by the appropriate authorities of the Agency, the Author-
ity and the Redeveloper.
SEC. 12 TI~.%E FOR ACCEPTANCE OF AGREE[lENT BY AGENCY
This Agreement, when executed by the Redeveloper and del-
ivered to the Agency and the Authority, must be authorized, ex-
ecuted and delivered by the Agency and the Authority.within
thirty (30) days after the date of signature by the Redeveloper
or this Agreement shall be void, except to the extent that the
Redeveloper shall consent in writing to a further.extension of
time for the authorization, execution and delivery of this Agree-
ment. The date of this Agreement shall be the date when the
Agreement shall have been signed by the Agency.
The Agency,
each individual
party hereto is
that party.
the AUthority and the Redeveloper covenant that
executing this document by and on behalf of each
a person duly authorized to execute contracts for
IN WITNESS ~a[EREOF, the Agency, the Authority and the Rede-
veloper have signed this Agreement as of the dates set opposite
their signatures.
, 1977
CO~,~UNITY REDEVELOPMENT AGENCY OF
TIlE CITY OF SANTA ANA
ATTEST:
By
Chairman
Executive'Di~e~o~ and
Recording Secretary
APPROVED AS TO FORM:
1971
·
HOUSING AUTHORITYOF THE CITY
OF SANTA ANA
ATTEST:
.,,, 1977
Chairma~
Recording Secretary '
APPROVED AS TO FORM~
Hou'sing A~th~r~t~
Legal Counsel
SANTA ANA INTO~N APARTMENTS
A CALIFORNIA LIMITED PARTNERSHIP
SHAPELL GOVERNMENT HOUSING, INC.
General Partner
,Z977
Presiden~
G-K SANTA ANA INTO~N APARTMENTS
General Partner
ATTEST:.
,1977
By
Partner
Secretary
-3s- I,IAR 18 1977.
ATTACIIHI.:NT NO,
M~R 1 8 lqT?
I
&T?ACIIIISNT 140.
I~EGAt'' DE$C[tlPTIO~I OF ?lie
All that certatn land situated tn the Stat~ of Caltfornla. County of
Orange, City,of Santa Aha, described as follows:
~hosc portions ~f 8locks 5, 6o 7 and 8 of "Dawson and £u~mtnq.s
dttlon to the Tr~n of ~anta Aha' as shown on a Hap r'ecofdu(! in Book:
13, page 47 of HIsceilaneous Records of Los Anqele5 Count~,. California,
those porttons, f Clocks 4 and 9 of the Jacob Ross Tract t, the ROSS
Addition to the ?ot~n of Santa Ann as shown on a Hap record, d in Book
page ~82 of saJ~l Htscellaneous Records, and those portions of Blocks
and K of the Ro~s Addition to Santa Ann as sho~m on a Hap recorded tn
Book 3, pages 5~4 and 535 of saJd'HJsceJlaneous Rocor'ds, L,,gether
those portions :~r Second Street, Van ~ess Avenue, ParSon $~reet,
Sarnsey Street ~nd the a11eys, shown on said ~laps that woul,~ pass bY
operation cf la*~ upon abandonment thereof, included ~lthln the lane'
described as follo~s:
Beginning at th.~ tint,beast corner Of satd Block 61 thence 'lesterly~
along the florth'~ly line of said Block 6 and to and along ~he ~ortl, erly
lines of said ~tocks 5, 4 and J to the florthwnst corner of said Blc. ck
~i thence Southerly along the ~escerly line of satd 8lock ! to and along
the ~esterly 1t:~e of s~id Block % to the Southwesterly core, er of
Block K: Ll~nnce £asterly along the Southerly IJne of said ~leck K and
to and alon'g t~ Southerly lines of said Blocks 9. R and 7 to the Sough-
easterly corne~ of said Block 7~ thence tlortherly along .th~ Easterly
line of said B~ck 7 to and along the Easterly line of s.aJJ Block 6 to
the point of b~glnnlng.
Excepting theft:from the Sout~ 40.00 feet tharcof.
Also excepting t~refrem that portion of Lot 10 of said Block 7 described
tn deed to ~he Ctty of Santa Ann recorded ~ay 5, 1970, tn Book 9~81,
page 746 of Of IcJa! Records of Orange Cou.nty, California.
Also excepting therefrom that portion lying ge~terl~ of tie following
described line
Beginning at a point'in the centerltne of First Street as shown on
s&ld H~p of th: ~uss*Addltton to the City of San~a Ann, s;id.potnt
also 1yin9 on ~ line petal!el to and distant £asterly 5~. 0
measured at r~.ht angles, from the centerline of F!o~er S,reet as
sho~n on said t~apl ti~ence I~or'therly along said para!la1 !~ne ~63.06
feet to the beltnnlng of a tangent curve concave £asterly havJnq
radtus or 3200.00 ~eet~ tl~nce flortherl¥ alon9 said curve co a petrie
of tan§ency with a line that passes through a pot~t o. LL: ~lortherly
11ne of said ~lock d. said last ~entioned poInt betnq dts*:ant £aste~ly
62.48 feet, m¢~ut~ aL right ann!es, frost said centeritn: of FIn~er
Street~ thane* flortheasterly along said tanpent line, t~r~ug~ said
point, to a p~:int on the cente~llne of 3rd Street. es shows on said
Haps, said last mentioned point beino distant thereon 63.i7 feet
Easterly from said Centerltne of Flower.
pP. ga I of 2
Also excepting therefrom that certain spandrel shaped parcel of land
bounded Southerly hy tile rJorther)y line of said So.th 40.00 feet.
bounded Westerly by a line parallel with and distant Easterly 54.00
feet, meas.red a: right )ogles from said centerline of Flower Street,
and bounded I(ortheaste~'ly by a curve concave Northeasterly having a
radius of 25.00 feet and being tangent to said Ilortherly line and
said parallel line,
Also excepting therefrom that portion lying Easterly of the following
described line:
Beginning at a ooint on a line ~arallel to and distant Westerly 15.00
feet, measured at right angles, from the Easterly line of Lot lO of
said Block 7, said p~int being the Southwesterly corner of the North-
erly 4g. O0 feet of the Easterly 15.00 feet of said Lot 10: thence North-
erly along said oarallel line to a tangent curv~ concave Southwesterly
having a radius of 25.00 feet, said curve also being tanqent to the
Northerly line of Lot ! tn said Block 6; thence IIorthwesterly along
said curve to the point of tangency of said curve to said Northerly
1toe of said Lot I.
Attachmeot No 2
Page 2
ATTACHMENT NO. 3
SCHEDULE OF PERFORMA~ICE
~ubmission - Revised Basic
oncept Drawings. Redeveloper
hall submit ~vtsed Basic Con-
· pt Drawings for the entire
roperty.
Approval - Revised Basic Con-
cept Drawings. Agency shall
approve or disapprove the Re-
vised Basic Concept. Drawings
for the entire Property. ~
Agenc~ Execution of Agreement.
Agency shall execute the Agreement.
and return to Redeveloper.
~ISCELLANEOUS AGENCY ACTIONS, SITE
PREPARATION AND PUELIC IMPRO.VEMENTS
Site Preparation. Agency shall have
completed demolition, clearance and
rough grading of each Parcel or
portion thereof.
Street and Alley Vacations. ~gency
shall obtain the vacation of the
streets and alleys within.each Parcel
or portion thereof.
Zoning Chan~e or variance. Agency
shall obtain a zoning change or
variance for the Property as needed
to permit the proposed development.
Construction of Public Improve-
ments. Agency shall complete the
construction of the public improve-
ments adjacent to. the Property.
GENCY ACpUISITION OF PilASE
ARCEL
.,cquisition. Agency shall acquire
title to all of the individual Pro-
perties within the Phase I Parcel.
Prior to or concurrent with Sub-
mission of the executed Agreement
by Redeveloper.
Concurrent with execution of this
Agreement by the Agency. --
Within thirty ('30) days after exe-
cution of the Agreement by Rede-
veloper. :
Prior to'date for conveyance
of such Parcel or portion thereof
to Redeveloper.
Prior t~ the date for conveyance of
such Parcel or portion thereof to
Redeveloper.
Not later than the dat~ for con-
veyance of the Phase I Parcel.
Not later than the Completion of the
phased construction of improvements
by Redeveloper on the Property.
· Within 30 days after Agehcy execution
of the Agreement, or as extended one
year from filing of condemnation
actions.
FEB.
Possession. Agency shall have
obtained possession to all pro-
perties within the Phase I Parcel.
PHASE I IMPROVEMENTS BY REDEVELOPER
Application for Firm Commitment.
Redeveloper shall file an applica-
tion with HUD for a firm commitment
for mortgage insurance for the Phase
I improvements.
-,Submission - Architect and Land-
scape Architect. Redeveloper shall
submit to Agency names and qualifi-
cations of its architect and land-
scape architect.
Approval .- Architect and Landscape
Architect. Agency shall approve
or disapprove the architect and
landscape architect.
Submission - Schematic Drawings.
'Redeveloper shall prepare and sub-
mit to Agency Schematic Drawings
and Landscaping Plan for Phase I
improvements.
Approval - Schematic Drawings.
Agency shall approve or dis-
approve such Schematic Drawings
and Landscaping Plan.
Submission - Preliminary Construc-
tion Drawings. Redeveloper shall
prepare and submit to. Agency Pre-
liminary Construction Drawings
for the Phase I improvements.
Approval - Preliminary Construction
Drawings. Agency shall approve
or disapprove the Preliminary Con-
struction Drawings for the,Phase I
improvements.
Submission - Final Construction
Drawings and Specifications and
Finish Grading Plan. Redeveloper
shall prepare and submit-to the
Agency Final Construction Drawings
and Specifications and Finish Grad-
ing Plan for Phase I improvements.
Within one hundred (100) days
after acquiring title to the last
property' in the Phase I Parcel.
Within 60 days after execution of
the Agreement by the Agency.
Within 30 days after Agency approval
Within 30 days after receipt by
Agency of the names and qualifica-
tions submitted by Redeveloper..
Within 30 days after Agency approval
of the Architect and Landscape
Architect.
Within 30 days after receipt by
Agency
Within 30 days after Agency approval
of Schematic Drawings ~nd Landscaping
Plan.
Within 30 days after receipt by the
Agency.
Within 30 days after Agency approval
of Preliminary Construction Drawings~
and Specifications.
Approval - Final Construction Draw-
ings and Specifications and Finish
Grading Plan. Agency shall approve
or disapprove the Final Construc-
tion Drawings and Specifications
and Finish Grading Plan for the
~hase I improvements..
~rtified Drawings and Plans. Re-
~veloper shall submit to the
ithority and the Agency copies of
~ne Architect's Certification of
the Final Working Drawings and
Plans.
Submission - Evidence of Equity
Capital and Mortgage Financing.
Redevelopmr shall submit to the
Agency satisfactory evidence that
Redeveloper has the necessary
equity capital and mortgage fin-
ancing commitments for the con-
struction of the Phase I improve£
ments.
Submission - Affirmative Action
Redeveloper shall sub-
Affirmative Action
Program.
Approval - Affirmative Action
Program. Agency shall approve
or disapprove the Affirmative
Action Program.
CONVEYANCE OF.TITLE TO THE PHASE I
PARCEL
Openin~ of Escrow. Agency shall
open escrow for conveyance of the
Phase I Parcel..
Rosswood Villa Apartments Limited
Partnership A~reement. Redeveloper
~ha11 furnish the Agency with a
trent copy of the Rosswood Villa
artments Limited Partnership
reement.
Within' 30 days after receipt by
the Agency.
Not later than 30 days prior to the'
date for conveyance of the Phase I
Parcel.
Within 30 days after final approval
of Final Construction Drawings and
Specifications for the Phase I
· improvements by the Agency, Authority
and HUD.
Not later than 30 days prior to con-
veyance of title to the Phase I
Parcel.
Within 20 days after submission by
Redeveloper.
At the Agency's option or within 5
days after receipt of written request.
from Redeveloper.
Not later than 10 days prior to the
date for conveyance of the Phase !
Parcel.
--¸3--
TE.B 2 8 1977
~eposit of Deed in Escrow. Agency
shall deposit the deed to the Par-
cel in escrow.
Conveyance of Title. Agency shall
convey title to Redeveloper and Re-
developer shall accept conveyance
of the Phase I Parcel.
Commencement of Construction.
Redeveloper shall commence con-
struction of the Phase I improve-
ments.
completion of Construction.
Redeveloper shall complete con-
struction of the Phase I improve-
ments.
Not later than 5 days prior to the
date for conveyance of the Phase I
Parcel.
Within 30 days after Agency notifies
Redeveloper that it has acquired
title to such Parcel, all occupants
have been relocated and the Agency
is prepared to deliver title and pos-
session to Redeveloper.; but in any
event no later than slx months after
the date of execution of this Agree-
ment by the Agency.
Within 30 days after conveyance of
title to the Phase I Parcel.
Within 360 days after commencement
of construction or the period for
completion provided in the HUD
Building and Loan Agreement, which-
ever last occurs.
--4--'
MAR
FEB 2 8 lgZh
PHASE II IMPROVEMENTS
AGENCY ACQUISITION OF PHASE II PARCEL
Acquisition. Unless the Redeveloper
~lects to divide the Phase II.Par-
el, Agency shall acquire title to
11 properties within the Phase II
arcel.
Within 180 days after conveyance
of the Phase I Parcel, or as ex-
tended one year from filing con-
demnation actions.
~ossession. Unless the Redeveloper
elects to divide the Phase II
Parcel, Agency shall, have obtained
possession of all properties within
the Phase II Parcel.'
Within one hundred (100) days after
acquiring title to the last pro-
· perry in the Phase II Parcel.
PHASE II IMPROVEMENTS BY REDEVELOPER
Submission - Schematic Drawings and
Landscapin~ Plan. Redeveloper
shall prepare and submit to Agency
Schematic Drawings and Landscaping
..... ~lan for the Phase II improvements.'
Not later than 30 days after con-
veyance of title to the Phase I
Parcel. <
Approval Schematic Drawings and
Landscaping Plan. Agency shall
approve or disapprove such
Schematic Drawings and Landscaping
Plan.
Within 30 days after receipt by
Agency.
Submission - Preliminary Construc-
tion Drawings. Redeveloper shall
'prepare and submit to Agency Pre-.
liminary Construction Drawings
for the Phase II improvements.
Within ~0 days after Agency approval
of Schematic Drawings and Landscaping
Plan.
Approval - Preliminary construction
Drawings. Agency shal~ approve
~r disapprove the Preliminary
Construction Drawings for the
Phase II improvements.
Submission - Final construction
nrawin~s and Specifications and
inish Grading Plan. Redeveloper
lall prepare and submit to Agency.
.hal Construction Drawings and
~ecifications and Finish Grading
Plan for the Phase II improve-
ments.
Within 30 days after receipt by the
Agency.
Within 30 days after Agency approval
of Preliminary Construction Drawings
and Specifications.
-5-
F EB 'Z8 lg11'
~pproval - Final Construction Draw-
ings and Specifications and Finish
Grading Plan. Agency shall approve
or disapprove the Final Construction
Drawings and Specifications and
Finish Grading Plan for the Phase
II improvements.
Submission - Evidence of Equity
Capital and Mortgage Financing.
Redeveloper shall submit to the
Agency satisfactory evidence that
Redeveloper has the necessary equity
capital and mortgage financing com-
mitments for the construction of
the Phase II improvements.
CONVEYANCE OF TITLE TO THE
PHASE II PARCEL
Opening of Escrow. Agency shall
open escrow for conveyance of the
Phase II Parcel.
Deposit of the Deed in Escrow.
Agency shall deposit the deed
to the Parcel in escrow.
Conveyance of Title. Agency shall
convey title to Redeveloper and
Redeveloper shall accept conveyance .
of title to the. Phase II Parcel.
Commencement of Construction.
Redeveloper shall commence
construction of the Phase II
improvements.
Completion of Construction.
Redeveloper shall complete
construction of the Phase II
improvements.
Within 30 days after receipt by
the Agency
Within 30 days after final approval ''
of Final Construction Drawings and
Specifications and Finish Grading Plm
for the Phase II improvements by the
Agency.
At the Agency's option or.within
5 days after receipt of written
request from Redeveloper.
No% later than. 5 days prior Go the
date of conveyance.
Within. 30 days after Agency notifies
Redeveloper that Agency has acquired
title to the Phase II Parcel, all
occupants have been relocated and the
Agency is prepared to deliver title
and possession to Redeveloper, but
in any event not later than two years
after the date of execution of this
Agreement by the Agency.
Within 30 days after conveyance of
title to the Phase II Parcel.
Within 360 days after commencement
of construction.
-6-
I:E8 Z 8 19U
INCREMENTAL CONSTRUCTION OF
PHASE II IMPROVEMENTS
Redeveloper's Election to
~vide the Phase II Parcel.
~ the event the Redeveloper
.ects to acquire and develop
le Phase II Parcel in incre-.
~nts, Redeveloper shall nQtify
the Agency as tO its election
to divide the Phase II Parcel
into two or three subparcels
and submit a proposed configura-
tion of such Subparcels.
Approval - Redeveloper's Election
to Divide Phase II Parcel. Agency
shall approve or disapprove Rede-
veloper's election to divide the
Phase II Parcel into two or three
subparcels and proposed configu-
ration of each such subparcel.
Not later than 30 days after
conveyance of the Phase I Parcel.
Within 30 days after receipt by
the Agency
-7-
CONVEYANCE OF DEVELOPMENT
OF FIRST SUBPARCEL
Acquisition of First Sub Parcel.
Agency shall acquire title to
all properties within the first
Phase II parcel to.be conveyed
(the First Sub Parcel).
Possession. Agency shall obtain
possession of all properties with-
in the First Sub Parcel.
Submission - Schematic Drawings and
Landscaping Plan. Redeveloper shall
prepare and submit to Agency
Schematic Drawings and Landscaping
Plan for the Phase II improvements
to be developed on all Sub Parcels.
Approval - Schematic Drawings and
Landscaping Plan. Agency shall
approve or disapprove such Schematic
Drawings and Landscaping Plan for
'the Phase ii improvements to be
developed on all Sub Parcels.
Submission - Preliminary ConstrucT
tion Drawings. Redeveloper shall
prepare and submit to Agency Pre-
liminary Construction Drawings for
the Phase II improvements to be de-
veloped on all Sub Parcels.
Approval - Preliminary Construction
~. ' Agency shall approve
or disapprove the Preliminary
Construction Drawings for the
Phase II improvements to be de-
veloped on all Sub Parcels.
Submission - Final Construction
Drawings and Specifications and
Finish Grading Plan. Redeveloper
shall prepare and submit to Agency
Final Construction Drawings and
Specifications and Finish Grading
Plan for the Phase II improvements
to be developed on all Sub Parcels.
Within 180 days after conveyance of
the Phase I Parcel, or as extended
one year from filing of condemnation
actions.
Within one hundred (100) days after
acquiring title to the last pro-
perty in such Sub Parcel.
Not later than, 30 days'after con-
veyance of title to the Phase I
Parcel.
Within 30 days after receipt by
Agency.
Within 30 days after Agency approval
of Schematic Drawings and Landscaping
Plan.
Within 30 days after receipt by
the Agency.
Within 30 days after Agency approval
of Preliminary Construction Drawings
and Specifications.
-8-
Approval - Final Construction Draw-
ings and specifications and Finish
G~adin~ Plan. Agency shall approve
or disapprove the Final Construction
Drawings and Specifications and
Finish Grading Plan for the Phase II
~nprovements to be developed on all
~ Parcels.
~bmission - Evidence of Equity
.pital and Mortgage Financing.
Redeveloper shall submit to the
· .,Agency satisfactory evidence that
Redeveloper has the necessary equity
capital and mortgage financing com-
mitments for.the construction of
the improvements for the First
Sub Parcel.'
Openin~ of Escrow. Agency shall
open escrow for conveyance of
the First Sub Parcel.
......Deposit of the Deed in Escrow.
Agency shall deposit the deed
to the Sub Parcel in escrow.
Conveyance of Title. Agency shall
convey, title to Redeveloper and
Redeveloper shall accept conveyance
of the First Sub Parcel.
Commencement of Construction.
,Redeveloper shall commence
construction of the Phase II
improvements'on the First Sub
Parcel.
Completion of Construction.
F~developer shall complete
~struction of the Phase II
)rovements on the First Sub
! :cel.
Within 30 days after raoeipt by
the Agency.
Within 30 days after final approval
of Final Construction Drawings and
Specifications and Finish Grading
Plan for the Phase II improvements
to be developed on all'Sub Parcels.
At the Agency's option or within 5
days after receipt of written
request from Redeveloper.
Not later than 5 days prior to the
date for conveyance~
Within 30 days after Agency. notifies
Redeveloper that Agency has acquired
title to the First Sub Parcel, all
occupants have been relocated and
the Agency'is prepared to deliver
title and possession to Redeveloper
but. in any event not later than
two years after the date of execu-
tion of this Agreement by the Agency.
Within 30 days after conveyance
of title to such Sub Parcel.
Within 360 days after commencement
of construction.
-9-
MAR 8 977
coNVEYANCE D-ND DEVELOPMENT
OF SECOND SUB PARCEL
Acquisition of Second Sub Parcel.
Agency shall acquire title to all
properties within the Second
Sub Parcel.
Possession. Agency shall have
obtained possession of all pro-
perties within the Second Sub
Parcel.
Submission - Evidence of Equity
Capital and Mort age Financin .
Redeveloper shal~ submit t0 t~e
Agency satisfactory evidence
that Redeveloper has the neces-
sary equity capital and mortgage
financing commitments for the
construction of the improvements
for the Second Sub Parcel.
Openin~ of Escrow. Agency shall
open escrow for conveyance of
the Second Sub Parcel.
Deposit of the Deed in Escrow.
Agency shall deposit the deed
to the Sub Parcel in escrow.
Conveyance of Title. Agency
shall convey title to Redeveloper
and Redeveloper shall accept
conveyance of the Second Sub
Parcel.
Commencement of Construction.
Redeveloper shall commence
construction of the Phase II
improvements on the Second
Sub Parcel.
Completion of Construction.
Redeveloper shall complete
construction of the Phase II
improvements on the Second
Sub ParCel.
Within 180 days after conveyance of
the First Sub Parcel, or as extended
one year from filing of condemnation
actions.
Within one hundred (100) days after' ~
acquiring tit~e to the last pro-
perty in such Sub Parcel.
No later than 30 days prior to the
date for conveyance of title to
the Second Sub Parcel.
At the Agency's option or within
5 days after receipt of written
request from Redeveloper.
Not later than 5 days prior to the
date for conveyance.
Within 30 days after Agency notifies
Redeveloper that Agency has acquired
title to the Second Sub Parcel, all
occupants have been relocated and
the Agency is prepared to deliver
title and possession to Redeveloper
but in any event not later than three
years after the date of execution
of this Agreement by the Agency.
Within 30 days after conveyance of
title to such Sub Parcel.
Within 360 days after commencement
of construction.
-10-
't4AR 18 1977
CONVEYANCE AND DEVELOPMENT OF
THIRD SUB PARCEL (IF ANY)
Acquisition of Third Sub Parcel
~. Agency shall acquire
-title to all properties within
~he Third Sub Parcel.
ossession. Agency shall have
brained possession of all pro-
perties within the Third sub.
Parcel.
Submission - Evidence of Equity
Capital and Mortgage Financing.
Redeveloper shall submit to the
Agency sa.tis factory evidence that
Redeveloper has the necessary
equity capital and mortgage
fin~ncing commitments for
the construction of the im-
provements for the Third Sub
Parcel..
'""Opening ~f'Escrp~. Agency shall
open escrow for conveyance of the
Third Sub Parcel.
Deposit of the Deedin Escrow.
Agency shall deposit the deed
to the Sub Parcel in escrow.
Conveyance of Title. Agency shall
convey title to Redeveloper and
Redeveloper shall accept convey-
ance of the Third Sub Parcel.
Commencement of Construction
· ~.developer shall commence
,nstruction of the Phase II
iprovements on the Third Sub
~rcel.
Completion of construction.
Redeveloper shall complete the
construction of the Phase II
improvements on the Third Sub
Parcel.
Within 180 days after conveyance of
the Second Sub Parcel, or as extended
on~ year from filing of condemnation
actions;
Within One hundred (100) days after'
acquiring title to the last property
in such Sub Parcel.
NO later than 30 days prior to the
date for conveyance of title to the
Third Sub Parcel.
At the Agency's.option Or within
5 days after receipt of written
'request from Redeveloper.
Not later than 5 days prior to the
date for conveyance.
Within 30 days'after Agency notifies
Redeveloper the Agency bas acquired
title to the Third Sub Parcel, all
occupants have been relocated and
the Agency is prepared to deliver
'title and possession to Redeveloper,
but in any event not later than
four years after the date of execu-
tion of this Agreement by the Agency.
Within 30 days after conveyan0e of
title to such Sub Parcel.
Within 360 days after commencement
.of construction~
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
The Property to be acquired and developed by Redeveloper pursuant
to this Agreement is approximately 14 acres in total area. The
Property is generally bounded by Third Street on the north, Flower
Street on the west, First Street on the south, and Ross Street on
the east.
The Redeveloper shall construct on the Property a high density
residential development of high quality and an attractive living
environment including 199 units of senior-citizen, rent-subsidized
housing on the Phase I Parcel and approximately 316 housing units
for rent at market rates or a combination of market rates and sub-
sidized rates on the Phase II Parcel. The develOpment shall include
landscaped plazas and open space with leisure and recreational
facilities and off-street parking facilities.
The Property is comprised of the Phase I Parcel and the Phase II
Parcel. The first parcel to be conveyed by the Agency to the
Redeveloper is designated on the Property Map as Phase I Parcel
and includes those portions of Van Ness Avenue and Second Street
to be vacated by the City of Santa Ana and all alleys situated
therein. At the election of the Redeveloper, the Phase II Parcel
may be divided into two or~ three subparcels to'permit incremental
development on the Phase II Parcel. If the Redeveloper elects to
divide such Phase II Parcel following conveyance of the Phase I
Parcel,~ the Redeveloper shall notify the Agency, in writing, with-
in 30 days after the date of conveyance of the Phase I Parcel.
In the event of such election, the size and configuration of the
proposed subparcels shall be subject to prior Agency approval,
which approval or disapprovaI shall be based, in part, on whether
or not the configuration of the firs~ subparcel to be con~eyed
results in a configuration of the remaining subparcel(s) which
is feasible for development in the event of default by the
.Redeveloper.
In the event the Redeveloper elects to divide the Phase II Parcel
into two subparcels the First Subparcel shall include not less than
218,281 square feet of contiguous area with frontage on at least two
boundary streets and the development on such First Sub Parcel shall
be developed with at least 145 dwelling units. In the event the
developer elects to divide the Phase II Parcel into three subparcels
the First Sub Parcel shall include not less than 145,520 square feet
of contiguous area and be developed with at least 100 dwelling units
and the Second Sub Parcel shall include not less than 145,520 square
feet of contiguous area and be developed with at least 100 dwelling
units. Upon written-request of the Redeveloper, the minimum require-
ments for square footages to be acquired and developed and for units
to be developed for the First and Second Sub Parcels may be adjusted
at the discretion of the Executive Director of the Agency.
MAR 18 i 77
In the event of Redeveloper's election to divide the Phase II Par-
cel, the development standards, land coverage requirements, and
other requirements of this Scope of Development are applicable to
each subparcel.
Design Objectives
The development on the Property shall show a high quality of site
planning and architectural design which provides for individual
and family privacy and a pleasing, safe and well maintained re-
sidential environment. The apartment complexes shall display
individual expression but shall maintain certain unifying char-
acteristics of structure, color, and landscaping which identify
all elements of the development as Part· of 'a larger single entity
and it turn, compatible with the total Redevelopment Project.
All structures shall comply with Minimum, Property Standards of
the Federal Housing Administration.
Buildin~ Controls
The.Redeveloper shall construct as part of Phase I improvemeDts,
two residential buildings with a total of 199 dwelling units and
a community center on the Phase I Parcel. ~ Both residential build-
ings shall b9 three stories in height. The commuhity center shall
contain approximately 5536 square feet of floor area. The amount
of land which may be covered by buildings shall not exceed 42 per-
cent of the Parcel.
The~Redeveloper shall construct on the Phase II Parcel as part of
Phase II improvements 8 residential buildings with a total of
approximately 316 dwelling units. The maximum height of any build-
ing shall .be 40 feet or 3 stories. The a~ount of land which may
be covered by buildings shall not exceed 30 percent for the Phase
II Parcel or anY subparcel.
The minimum set~ack from all property lines shall be as follows:
Ross Street - 15 feet; First Street - 60 feet; Third Street -
24 feet; and Flower Street - 3.feet.
Parkin~ ~
Redeveloper shall provide a minimum of 77 spaces of on-site sub-
terranean parking for the Phase I improvements. Eighteen (18)
additional spaces shall be constructed on-site.for the use of guests.
Redeveloper shall provide a minimum of 300 spaces of on-site park-
ing for the Phase II improvements· All parking areas shall be de-
signed and improved in accordance with applicable.sections.of the
Santa Aha Municipal Code.
-2-
Roof Rstrictions
On all buildings whose roof area is visible from surrounding
structures, pedestrian ways, StreetS, etc., exposed duct.work
for heating and cooling, mechanical equipment and other roof
structures shall be screened from the direct view of adjacent
property or buildings in a manner approved by the Agency.
Landscaping
Ail areas of the Property that are not used for buildings, drive-
ways and parking shall be landscaped and maintained. Landscaping
may consist of grass lawsn, ground covers, trees, decorative bloc
walls, screenings, terraces, fountains,-pools and other water
arrangements. A permanent water sprinkler, system shall be provided
in all landscaped areas to insure proper maintenance.
Ail existing trees shall be retained where possible, and may be
included as a part of the required landscaped area..
open space
Buildings shall be grouped to provide protected open space for
recreational purposes and to provide safety and convenientpedestrian
routesl All useable open space should be furnished with benches,
lighting, waste receptacles, planters and other similar amenities.
Refuse
Enclosed refuse areas shall be provided at locations convenient for
all dwelling units.
Signs
The Agency shall permit only'those signs necessary for identifica-
tion. All signing or identification will be subject to the appro-
val of the Agency.
Utilities
The Redeveloper shall be responsible for all utility installations
on the Property and hookups to sewers, drains, water and gas
distribution lines, electric, telephone and telegraph lines,
and for hookup to all other public utility lines. All utility
services on-site shall be installed underground or concealed
within buildings. No mechanical equipment or meters shall be
left exposed in yard areas or on roofs.
-3-
8 1077
ccd '/ o ~77
~ublic Rights-of-Way
The Redeveloper shall be responsible for any and all street re-
pairs for damage caused by Redeveloper's construction. These
repairs or improvements shall be constructed in accordance with
the technical specifications, standards and practices of the
City.
Street Widening
Ross Street - A widening of approximately 15 feet on the west side
of Ross Street, between Third and First Streets, is anticipated.
~he Agency shall be responsible for the construction of said widen-
ing including new curbs, gutters, drive'and curb.cuts and'catch
basins.
Phase II Units To Be Made Available For Rent Subsidy Payments
The Redeveloper agrees that persons and families of very.low and/or
low or moderate income shall be given the opportunity to rent housing
units to be subsidized pursuant to either an available federal or
state rental assistance program or a temporary rental assistance
program of the City. The maximum number of subsidized units to be
made available shall be as follows~
16 three-bedroom units
25 two-bedroom units
17 one-bedroom units
The Redeveloper agrees to assist the Agency and the Authority in
making app~ications'as necessary from time-to-time to such state
and/or federal agencies, which may be providing for renta~ assis-
tance payment subsidies.
In the event the Phase II Parcel is acquired and developed by the
Redeveloper in increments, such subsidized units shall be evenly
d!.spersed or situated throughout the overall improvements to be
d~..veloped on the Pbas~ II Parcel.
Notwithstanding the provisions of Section 8(m) of this Agreement,
the Redeveloper agrees to be subject to the'following priorities
for renting the subsidized units; (1) to reiocatees from the
entire Site, (2) to relocatees from the Santa Aha Redevelopment
Project area and (3) to %ery low income persons and'families to
the extent permissible by law.
Not later than 90 days after commencement of construction of the
improvements to be developed on the Phase II Parcel or a portion
thereof by the Redeveloper, the Agency, the Authority and the Re-
developer shall meet and shall jointly develop'a plan for the
implementation of such rental subsidy program.
'MAR
TERMS AND CONDITIONS
Part II
of
Contract for
SALE OF LAND FOR PRIVATE REDEVELOPMENT
By and Between
COMMUNITY REDEVELOPMENT AGENCY OF T}{E CITY OF SANTA ANA
and
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
and
SANTA ANA INTOWN APARTMENTS
MAR 18 lg7~'
Section
lO1.
102.
1o3.
lO~.
201.
202.
203.
3Ol.
302.
3o3.
3Ob,.
305 ·
3O6.
307.
PA~T II
CONTENTS
ARTICLE I. PREPARATION OF PROPEI~TY FOR
REDEVELOPMENT
Work To Be Performed by A~ency
Expenses, Income, and Salvage
A~ency's Responsibilities for Certain Other Actions
Waiver of Claims and Joining in Petitions by Redeveloper
ARTICLE II. RIGHTS OF ACCESS TO PROPERTY
Right of Entry for Utility Service
Redeveloper Not TO Construct Over Utility Easements
Access to Property
ARTICLE III. CONSTBI3CTION PLA~S; CONSTRUCTION OF
IMPROVEMENTS; CERTIFICATE OF
COMPLETION
Plans for Construction of Improvements
Changes in Construction Plans
Evidence of Equity Capital and Mortgage Financing
Approvals of Construction Plans and Evidence of Financing
As Conditions Precedent to Conveyance
Commencement and Completion of Cons%ruction of
Improvements
Progress Reports
Certificate of Completion
HUD.6~098
(9.69)
· P~e
3
3
3
6
6
l
MAR 18
............... L.J ...................
Section
ARTICLE IV. RE~TRICTZO~S UPON USE O~PROPER'I'Y
Restrictions on Use
Covenants; Blndin~ Upon Successors ~n Interest; Period.off
Duration
A~ency and United States fi~hts To Enfforce
A~TICLE V. PRO~'BZTIO~S .~A~Nb~ ~SZO/~T
Representations As to Redevelopment
Prohibition A~ainst Transfer off Shares of Stock; Binding
Upon Stockholders ~ndivldually
Prohibition A~&tnst Transfer of Property and Assisn~ent of
~ree~e~t
~nfor~tion As to Stockholders
601.
6~.
603.
6~.
60}.
606.
607.
ARTICLE VI. ~O~l~fl)E FIH~J~CI~; ~OHTS OF
L~tation ~on Enc~br~ce of Property
~rts~ee ~ot Obllsated To Construct
Copy of Not,ce of ~fault to ~rt~a~ee
~rt~ee's ~t~on To Cure ~faults
~ency's ~t~on To Pay ~rtg~e ~bt or P~chase Fro~rty
~ency's ~tion To Cure ~orts~e
~rt~a~e ~d Holder
ARTICLE ¥ll.
?01. In 6eneral
?0~. ~rmlnation by Redeveloper Prior to Conveyance
?0~, ~ermio&tion by Agency Prior to Conveyance
p~c
7
?
8
8
10
MAR 1 8 197B j ....
S~tion
?~.
7~.
'"'~03.
80~.
Revestin& Title in A~eoey Upon Eappenin& off E~ent Subsequent
to Conveyemce to Redeveloper
Res~e off Reacquired Pro~y; Disposition of P~ceeds
Other R~ts ~d Re~dles off ~ency; No ~ver by ~lay
~fforced ~lay ~n Perffo~ce for Causes ~yond Control Off
P~y
~s ~d ~d~es C~ulative
P~ty ~n Pos~ti~ of Busty With ~s~ct to Obligations
A~TIC~.~. VIII. ~8CEI~
ConFlict of Interests; A&ency Representatives Not Ind~v~du~y
LXable
Equ~ ~o~n: ~portunity
Prov~siona ~ot ~r&ed ~lth ~ed
Titles of ~ticlea ~d Bect~ons
iii
HUD-6~09~
(~.~)
Pa~e
17
18
19
2O
21
MAR 18 lg/?~
HUD.620~S
ARTICLE I.
PRePARaTION bF PROPERTY FOR REDEVELOPNENT
SEC. lO1. Work To Be Performed by A~ency. The Agency s~a&l, prior
to conveyance of the Property and without e~pense to the Redeveloper,
prepare the Property for redevelopmeh~ by the Redeveloper in accordance
with the Urban Renewal Plan and the Agreement. Such preparation of the
Property shall consist o£ thc following (unless the Agency and the
Redeveloper hereafter agree in writing that any of such preparation shall
not be done, or that it shall be done subsequent to tbs conveyance of the
Property):
(a)
(h)
Demolition and Removal. The demolition and removal to the surface
elevation of the adjoinin& &round of all existing bulldin&s, other
structures and improvements on the Property, including the removal
of all bricks, lumber, pipes, equipment and other material; And
all debris and rubbish resultin~ from such demolition~ except such
material and debris as may be used for any filling required by
this Section.
Reduction of Walls. The reduction of all wa. Ils, including
foundation wa~ls, to the surface elevation of the ad~oining
ground.
(c) Breaking Up Basement Floors. The breakiu8 up Of all basement or
cellar floors sufficiently ~o permit proper draina~e.
(d) Removal of Paving. The removal by the A~e~cy or by the
appropriate public body of ~11 paving (ineludini catch basins, .
curbs, gutters, drives, and sidewalks) within or on the Property.
(e)
(r)
(g)
Removal of Public Utility Lines. The removal or abandonment by
the A~ency or by the appropriate public body or public utility
coipany of all public utility lines, tnstallations~ facllitie$~
and related equipment within or on the Property.
Filling and Grading. Such filling, grading, and leveling ~f the
la~d ~but not including topsoil or landscaping) as will permit
proper drainage and place the Property in a 8~fe, clean; sanitary;
and nonhazardous condition.
Fillin~ Materials. The filling of all,basements or other
excavations exposed as a.result of the work performed by the
A~ency pursuant Lo this Section, with noncombustible materials to
a level twelve (La) inches below the surface of the ad~olning
ground on all sides thereof.
SEC. lOS. Expenses~ Income, and Salvage. ~ll expenses, including
current taxes, if any, relating to buildings or other structures demolished
or to be demolished in accordance with Section 101 hereof shall be borne
by, and all income or salvage received as ~ result of the demolition of
such hulldln6e or struc£ures shall belong to, ~be Agency.
-1-
MAP, 181977 { '"
HUD-6~O9S
SEC. 103. ~ency's Responsibilities for Certain Other Actions. The
At{ency, without expense to tile Bedevelop~r or assessment or claim against
the Property and prior to completion of the Improvements (or at such
earlier time or times as the Redeveloper and the Asency may asree in
writing), shall, in accordence with the Urban Renewal Plan, provide or
secure or cause to be provided or aecured~ the following:
(a)
Vacation of Stre~tal_Et~, The closing and vacation of all
existing streets, alleys, and other public rlshta-of-vay within
or abutting on the Property.
Replattln~l Resubdivlslon~ or Rezonin~. The replattlng,
resubdivision, or rezonlng of the Property, if necessary for the
conveyance thereof to the Redeveloper.
(c)
Improvements of Existin~ Streets. The improvement (by the ASency
or by the appropriate public'body) by resurfaein~, rebuilding, or
new construction, in'accordance with the technical specifications,
standards, and practices of the City, of the existing streets,
e.lleys, or other public rlEhts-of-v~y (including catch basins,
curbs and ~Jtters~ .drive and curb cuts~ and drives between the
property line of the. Property and the public rights-of-way)
abutting on the Property.
Construction and Dedication of New Streets. The con,tn:etlon (by
the Agency or by the appropriate public body), in accordance ~lth
the technical specifications, standards, and practices of the
City, and the dedication of ail new streets, alleys, and other
public rights-of-way (including catch basins, curbs~ and ~u%tera)
abutting on the Property.
(e)
Installation of Sidewalks. The installation'(by 'the A~ency or by
the appropriate 'publi~ body), in accordance with the tgchnical
speciflcatlons~ standards, and practices of the City, of public
sidewalks alone the front~e of the public streets abutting on'
the Property or within the rights-of-~ay lines of such public
streets, together with sodding or seeding of any such public area
between such side~alks or the curb lines of such public streets.
(r)
Street Lishttns~ Sl~ns~ and Fire H~drants. The installation (by
the Asency or by the appropriate public body), in accordance with
the technical specifications, standards, and practices by the
City, of street lighting, signs, and fire hydrants in conuection
with all new streets abuttinE on the Property and to be
constructed pursuant to this Section.
Installntion of Public Utilities. The installation or relocation
(by the A~ency or by the appropriate public body or public
utility company) of such sewers, drains, water and gas .~
distribution lines,' electric, telephone, and telegraph lines, and
all other public uttl£ty llnea~ installations, and facilities aa
-2-
· H~D.6~OgB
are necessary to ~:~ instslled or rel~atcd o~ or in coffee,ion
with the Property hy mason of the redevelopment c~ntempl&ted by
the Urban Renewal Plan and the development of the Property:
Provided, That thc /~ency shall not be responsible For, nor bea~
any portion of the cost of; installing the necessary utility
connections within the boundaries of the Property between the
Improvements to be constructed on the Property' by the Redeveloper
and the water, sanitary sewer, and storm drain mains or other
public utility lines owned by the City or by any public utility
company within or without such bo~mdaries, or electric, Ess,
telephone, or other public utility lines o~ed by any public
utility company within or without such boundaries, and the
Redeveloper shall secure any permlts required for any such
installation without cost or expense to the A~ency.
SEC. 10~.. Waiver of Claims and Jolnin~ in Petitions bi Redeveloper.
The .Redeveloper hereby waives (as the purchaser of the Property ,~der the
A~reement and as the owner after the conveyance of the Property provided
for in the A~reemcnt) any and. all claims to awards of damages, ill any, tO
compensate for the closins, vacation, or chan~c of ~rade of any street,
alley, or other 'public right-of-way within or fronting or abutting on, or
ad~acent to, the Property which, pursuant to subdivision (a) of Section 103
hereof, is to be closed or vacated, or the grade o£ which is to be chansed,
and shall upon the request of thc A~ency subscribe to, and ~oin with~ the
A~cncy in any petition or proceedin~ required for such vacation, dedication,
change of grade, and, to the extent necessary, rezonins, and execute any
waiver or other document in respect thereof.
ARTICLE IX. RIGHTS OF ACCESS TO PROPEI~¥
SEC. 201. Right of ~nt. ry for Utillt~ Service. The /(gency reserves
flor itself, the City, and any public utility company~ as may be appropriate,
the unqualified right to enter upon the Property at all reasonable times for
the purpose of reconstructin~, malntaihin~, repairin~, or servicinE the
.p~blic utilities located within th,~ Property boundary lines and provided for
in the easements described or referred to in Paragraph (a), Section 2 of
Part I hereof.
SEC. 202. Redevelop,er Not To Construct Over Utlllt~ Easements. The
Redeveloper shall not construct any building or other structure, or improvement
on, over, or within the boundary lines of any easement for public utilities
described or referred to in Paragraph (a), Section 2 of Part I hereof, unless
such constru¢~tion Is provld*,d for t. si..h easement or has been approved by the
City. 1£ approval fur re,ch r.nst,rucLlon is requesLed by Lhe Redeveloper, the
A&ency shall use ils best· cf'forts Lo assure that such approval shall not be
wlLhheld unreasonably.
SEC. 203. Acc'ess t.o Prol,t~rt.y. Prior to the conv,~yance of the Property
by the Agency to the Redeveloper, the Agency shall ~ermit representatives of
the Redeveloper to have access to any part of the Property as to which the
Agency holds title, at ~il reasonable times for the purpose of obtaining data
-3-
MAR 1 8 1977
HU~6209B
' and making various tests eoncernin~ the Property necessary to carry out the
Agreement. After the conveyo, nce of the Property by the Agency to the
Redeveloper, the Redeveloper shall permit the representatives of the Agency,
the City, smd the United States of America access to the Property at all
reasonable times which any of them deems necessary for the purposes of the
· Agreement, the Cooperation ~greement, or the Contract for Loan and Capital
Orant, including, but not limited to, inspection of all work being performed
in comnection with the construction of the Improvements. No compensation
shall be payable nor shall any charge be made in any for~ by any party for
the access provided for in this gectton.
ARTICLE III. CONSTRUCTION PLANS; CONSTRUCTION OF
IMPROVEME~fPS; CERTIFICATE OF COMPLETION
SEC. 301. Plans for Construction of Improvements. Plans and
specifications with respect to the redevelopment of the Property and the
construction of improvements thereon shall be in conformity with the Urban
Renewal Plan, the Agreement, and all applicable State and local laws and
regulations. As promptly as possible after the date of the Agreement, and~
in any event, no later than the time specified therefor in paragraph
Section 5 of Part I hereof, the Redeveloper shall submit to the Agency, for
approval by the Agency, plans, drawings, specifications, and related
documents, and the proposed construction schedule (which plans, drawings,
specifications, related documents, and progress schedule, together with any
and all changes therein that may thereafter be made and submitted to the
Agency as herein provided, are, except as oLherwise clearly indicated by the'
context, hereluafter collectively called "Cons%ruction Plans") with respect
to the improvements to be constructed by the Redeveloper on the Property, in
sufficient completeness and detail to show that such improvements and
construction thereof will be in accordance' with the provigions of the Urban
Renewal Pla~ and' the Agreement. The Agency shall, if the Construction Plans
originally submitted conform to the provisions of the Urban Renewal Plan and
the Agreement, approve in writing such' Construction Plans and no furtbeF
filing by the Redevelqper or approval by the Agency thereof shall be required
except with respect to any material change. Such Construction Plans shall,
in any event, be deemed approved unless rejection thereof in writing by the
Agency, in whole or in part, setting forth in detail the reasons therefor,
shall be _--~e within thirty (30) days after the date of their receipt by the
Agency. If the Agency so rejects the Construction Plans in whole or in part
as not being in conformity with the Urban Renewal Plan or the Agreement, the
Redeveloper shall submit new or corrected Construction Plans which are in
conformity with the Urban Renewal Plan a~d the Agreement, within the time
specified therefor In Paragraph (b), Section ~ of Part I hereof, after
~ritten notification to the Redeveloper of the rejection. The provisions of
this Section relating to approval, rejection, and resubmiselon of corrected
Construction Plans hereinabove provided with respect to the original
Construction Plans shall continue to apply until the Construction Plans have
been approved by the Agency:. Provid~, That in any event the Redeveloper
shall submit Construction Plans which are in conformity with the requirements
of the Urban Renewal Plan and thc Agreement, as determined by the A~ency, no
later than the time specified therefor in Paragraph (c), Section 5 of Part
HUD.620~B
., hgreof. A~l ~ork vith rc~pnc~ to ~h~' improvements to be conatructed or
,proviaed ~? the RedeveXoper on the Propcr~? .hsl~ b~ In conforml~ vi~
Construction Plans as approved by the Asency. The term "Zmprovemen%s", as
used in'this Agreement, shall be deemed Lo have referen¢'e to the improvements
as provided end specified in the Construction Plans as so approved.
SEC, 302. Ch~nses in Construction Plans. If the Redeveloper ~esires to
make any change in the Construction Plans after ~he~r ~pprove~ by ~he ~ency~
the Redeveloper sh~ll ~ubmit the proposed change to the ~ency for
approval. If the C~lstruction F~s, as ~od~fled by the proposed ch~e~
confo~ to the requirements off Section 301 hereof with re~pect to such
previously approved Construction Plans, the ~ency shall approve the pro~sed
ch~e ~d notif~ the Redeveloper in ~itin~ off Its approval. Such ch~e Sn
the Const~ction Plans shall, In ~y event, be d~e~d approved by the ~ency
.... unless rejection thereoff~ in whole or in part, by ~itten not$ce thereof by
the ~ency to the Redeveloper, sett~n~ forth in detail the reason~ therefor~
shall be ~de within the perl~ specified therefor in paragraph (d), Sect$on
~'of Fart ~ hereoff.
SEC. 303. Evidence of E~uit~ C~pltal and ~ort~a~e F[n~cin~.
promptly as possSble after approval by the ~ency of the Construction
Pl~s~ ~d, ~n any event~ no later th~ the time s~cifled therefor in
Paragraph (el, Section ~ of Part I hereof, the Redeveloper shall.submit
to the ~en~y evidence s~t~sfaetory to the ~en~y that the Redeveloper
has the equity capital ~d co~itments for ~rtga~e financin~ necessary
for the const~ction of the ~provement~.
SEC. 3Oh. ApFrovals o£ Construction Plans and Evidedce of Fina~cin~
As Conditions Precedent to Conveyance. The submission of ~onstruction
Plans and their approval by the Agency as provided in Section ]O1 hereof,
and the submission of evidencs of equity capital and commitments for
mortgage financing as provided in Section 303 hereof, are, conditions
precedent to the obligation o£ the Agency to convey thF Property to the
Redeveloper.
SEC. 305, Co~nencement and Completion of Construction of
Improvements. The Redeveloper ugrees for itself, its successors and
assigns, and every successor in interest to the Property, or any p~rt
thereof, and the Deed shall contain ,.ovenants on the part of the
Redeveloper for itself and such successors and assigns, that the
Redeveloper, and such successors and assigns, shall promptly begin and
diligently prosecute to completion the redevelopment of the Property
through the construction of the Improvements thereon, and that such
cons~ruction shall In any event be begun within the period specified in
Section h of Part I hereof and be completed within t.he period specified
{~ such Section It. It in l~tcnded and agreed, and the D~ted shat] so
~: pressly provide, that such asre~meni,s and covenants shall be covenants
r~ nnin6 ~ith tho land and that they shall, in any event, and without
re~ard to technical classifl~'at.l, on or dcsignatlon, legal or otherwise,
'and except, only ns otherwlso specifically provided in the AIJreement
itself, be, to the fullest cx{,cnt permitted by law and equity, binding for
the benefit of the community.and the Agency and enforceable by the Agency
against the Redeveloper and lt~ successors and assigns to or of the
Property or any part thereof or any interest therein.
-5-
~UD.6209B
(9-69)
SEC. ~06. Prosress Reports. Subsequent to conveyance of the Property,
or a~y part thereof, to the Redeveloper, and until construction of the
Improvements has been completed, the R~developer shall make reports, in
such detail and at such times as may reasonably be requested by the A~ency,
~aS tO the actual, progress of the Redeveloper with respect to such
construction.
SEC. 307. Certificate of Completion.
(a) Promptly after completion of the Improvements in accordance with
those provisions of ~he A~ree~ent relating solely to the obligations of the
Redeveloper to construct the Improvements (including .the dates for ~ginning
and completion thereof), the A~ency will furnish the Redeveloper with an
appropriate instrument SO certifying. Such certification by the A~,mcy
shall be (and it shall be so provided in the Deed and in the certification
1(self) a conclusive determination of satisfaction and termination ,Jr the
agreements and covenants in the A~reement and in the Deed with respect to
the obligations of the Redeveloper, and its' successors and assigns, uo
construct the Improvements and the dates for the beginning and compl.,~tion
thereof,: Provided, That if there is upon the Property a mortgage tnsured~
or held or o~ned, by the Federal Housing ~klministration and the Federal
.Housing Administration shall have determined that all buildings con.{tituting
,. a part of the Improvements and covered by such mortgage are, in fact,
eubstantially completed in ac~:ordance with the Construction Plans
ready for occupancy, then, in such event, the Agency and the Redeveloper
shall accept the determination of the Federal Housin~ Admiqistratio~{
to such co~pletion of the constru~tion of the Improvements in acco~l(~nce
with the Construction Plans, and, if the other agreements and coven~mts in
the A~reement obligating the Redeveloper in respect of the const~c~ion and
completion of the Improvements have been fully satisfied., the A~ency
forthwith issue its certification provided for in this Section, Such
certification and such determination shall not constit~te evidence
compliance with or satisfaction of any obligation of the Redeveloper to any
holder of a mortgage, or any insurer of a mortgage~ securing money lo. ned
to finance the Improvements~ or any part thereof.
(b) With respect to such individual parts or parcels of the Property
which~ if so prqvided in Part I hereof, the Redeveloper may convey or lease
as the Improvements to be constructed thereon are completed~ the Agency
will also~ upon proper co.pie(ion of the Improvements relating~ to any such
part or parcel, certify to .the Redeveloper that such [~provements have been
·ade in accordance with the provisions of the A~reement. Such certiflcatlon
shall mean and provide, and the Deed shall so state, (1) that any p~trty
purchasing or leasing such individual part or parcel pursuant to th, t'
authorization herein contained shall not (because of such purchase or lease)
incur any obli~ation with respect to the construction of the Improvements
relating to such part or parcel or to any other part or parcel of the
Property; and (~) that neither the Agency nor any other party shall
thereafter have or be entitled to exercise with respect to any such
individual part or parcel so sold (or, in the case of lease, with respeht to
the leasehold interest) any rights or remedies or controls that it may
-6-
HUD.~OgB
otherwise have or be entitled to exercise with respect to the Property as
a result of a default in or bl~a,:h of mly provisions of the A&reement or
the Deed by the Redeveloper or any successor in interest or assign, unless
(l) such default or breach be by the purchaser or lessee, or any successor
~n interest to or assign of such individual p~rt or parcel with respect to
'the covenants contained and referred to in Section hal hereof, and (ii)
the rl&ht~ re~edy~ or control relates, to such default or breach.
(c) Each certification provided for In this Section 30? shall be in
such lam as will enable it to be recorded in the proper, office for the
recordation of deeds and other instruments pertaining to the Property,
lncludin$ the Deed. If the A&ency shall refuse or fail to provide any
certification in accordance with the provisions of this Section,. the
Agency shall, within thirty (3°) days after ~rltten. request By the
Redeveloper, provide the Redeveloper Nth a ~ritten statement, indicating
in ~dequ~te detail l~ wh~t respects the Redeveloper has failed to complete
the Y~provements In accordance with the provisions of the Ag?cement, or is
otherwise in default, and what measures or acts it will be necessary, in
the opinion of the A&ency, for the Redeveloper to take or perfor~ In order
· to obtain such certification.
ARTICLE IV. RESTRICTIO~$ UPON U~E OF PROPEBTY
SEC. ~01. Restrictions on Use. The Redeveloper agrees for itself,
m~d its successors and assi&ns~ and every successor in interest to the
Property~ or any part thereof, and the Deed shall contain covenants on the
part of the Redeveloper for itself, and such successors and e~slKns, that
the Redeveloper, and such successors and assl&ns, shall:
(a) Devote .the Property'to, and only to and in a~cor~ance with, the
uses specified in the Urban Renewal Plan; and
(b). Not discr~m~nate upon the basis of race, color, creed~ or
national origin in the s~le, lease, or rental or in the use
or occupancy of the Property or any improvements erected or
to be erected thereon, or any part thereof.
8~C. bO2. ~venants~ glndin~ Upon Successors ~n Interest; Period of
Duration. It is intended and a&reed, and the Deed'shall sO expressly
~rovid~, that the a&reements and covenants provided in Section ~O1 hereof.
.shall be covenants running wtth the land and that they sh~tl, in any event~
and v~thout re&ard to technical classt£1caL~on or desl~3ation, le&al or
otherwise, and except only as otherwise specifically provided in the
A~ement, be binding, to the fullest extent permitted by. la~ .and equity~
for the benefit and in favor of, and enforceable by, the A&ency, its
successors and aaaly__,ns, the City and any successor in interest to the
Property~ or any pext thereof, and the omler of any other lemd (or of
interest in such land) in the Project Area which is. subject to the land
use requirements and restrictions of the Urban Renew1 Plan, and the United
HUD-6209B
(9-69)
States (in the case of the covenant provided in subdivision (b) o~ Section
~01 hereof), against the Redeveloper, its successors and assigns and every
, ~success°r in interest to the Property, or any part thereof or any interest
--therein, and any party in possession or occupancy of the Property or any
part thereof. It Is further intended and aF, reed that the agreement and
covenant provided in subdivision (a} of Section ~01 hereof shall remain in
effect for the period of time, or until the date, specified or referred to
in Section 6 of Part ! hereof (at which time such a~reement and covenant
shall terminate) and that the a~reements and covenants provided In
subdivision (b) of Section 401 hereof shall remain in effect without
.... limitation as to time'; Provided, That such agreements and covenants shall
be binding on the Redeveloper Itself, each successor in interest to the -
Property, and every part thereof, and each party in possession or
occupancy, respectively, only for such period as such successor or party
shall have title to, or an interest in, or possession or occupancy of, the
Property or part thereof. The terms "uses specified in the Urban Renewal
Plan" and "land use" referring to provisions of the Urban Renewal Plan. or
similar language, in the A~reement shall include the land and all building,
housing, and other requirements or restrictions of the Urban Renewal Plan
pertaininG to such land.
SEC. "03. A6encv and United States Rights To Enforce. In
.' ....~nplification, and not in restriction of, the provision~ of the preceding
Section, it is intended and agreed that the A~ency and its successors and
assigns shall be deemed beneficiaries of the a~reement8 and covenants
provided'in Section ~Ol hereof, and the United Staten shall be dee~ed a
beneficiary of the covenant provided in subdivision (b) of Section ~O1
hereof, both for and in their or Its own right and also for the purposes
of protecting the interests, of the colunity and other parties, public or
private, in whose favor or for whose benefit such a6reements and covenants
have been provided. Such agreements and covenants shall (and the Deed
shall so state) run in favor of the AGency and the United States, for
the entire period during which such agreements and covenants shall be in .
force and effect, without regard to whether the A~ency or the United States
has at any time been, remains, or is an owner of any land or interest
therein to or in favor of which such agreements and covenants relate. The
~ency shall have the right, in the event of any breach of any such agreement
or covenant, and the United States shall have the right in the event of any
breach of the covenant provided in subdivision (b) of Section ~01 hereof, to
exercise all the rights and remedies, and to maintain any.actions or suits
at law or in equity or other proper proceedings to enforce the curing of such
breach of agreement or covenant, to which it or any other beneficiaries of
~ such a~reement or covenant may be entitled.
ARTICLE V. PRO~-ITIONS ~AINST ASSIG~Z~T AND TRANSFER
SEC. ~O1. Representations As to Redevelopment. The Redeveloper
represents and agrees that its purchase of the Property, and its other
undertakings pursuant to the .A~reement, are, and wil~ be used, for the
-8-
HUD.620~B
purpose of redevelopment of the Property and not for speculation in l~nd
holding. The Redeveloper further recognizes that, in view of
(a) the importance of the redevelopment of the Property to the
general welfare of the community;
(b)
(e)
the substantial financing and other public aids that have been
made available by law and by the Federal and 16cal Governments
for the purpose o'f making such redevelopment possible;.
the fact that's transfer of the stock in the Redeveloper· or uf-
a substantial part thereof, or any other act or tr~nsaction
involving or resulting .in a significant change in the ownership
or distribution of such stock or with respect to the identity
of the parties in control of the Redeveloper or the degree
'thereof, is for practical purposes a transfer or disposition of
the Property then Owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stockholders,
are Of particular concern to the community and the A~ency.. The Redeveloper
further recognizes that it is because of such qualifications and identity
that the A~ency is e~tering into the A~reement with the Redeveloper, and,
in so doing, is further willing to accept and rely on the obligations of
the Redeveloper for the faithful performance of all undertakings and
covenants hereby by it to be performed without requiring in addition a
surety bond or similar undertaking for such performance of all undertakings'
and covenants In the A~reement.
SEC. ~02. Prohibition A~ainst Transfc~ of Shares of Stock[ Bindin~
O~on Stockholders Indlviduatl~. For the foregoing reasons, the Redeveloper
represents and agrees for ltsctf, its stockholders, and any successor in
interest of itself and its stockholders, respectively, that: Prior to
co~pletion of the l~provements as certified by the A~ency, and ~ithout the
prior ~itten approval of the Agency, (a) there shall be no transfer by an~
party o~ning l0 percent, or more of the stock in thc Hedevelopvr (which term
shall be dee~ed for the purposes of this and related provisions to include
successors in interest of su~h stock or any part thereof or interest
therein), (b) nor shall any such owner suffer any such transfer to be made,
{c) nor shall there be or be suffered to be by the Redeveloper, or by any
owner of 10 percent or more of the stock therein, any other similarly
significant change in the ownership of such stock or in the relative
distribution thereof, or with respect to the identity of the parties in
control of the Redeveloper or the degree thereof, by any other methOd or
means, ~hether by increased capitalization, merger with another corporation,
corporate or other aee. ndmcnts, issuance of additional or new stock or
classification of stock, or otherwise. ~lth respect Lo this provision, the
Redeveloper and the parties nighing the Agree~mt on behalf of thc
Redeveloper represent that they have the authoriLy of all of ils' existing
stockholders to agree to this provision on their behalf m~d to bind them
with respect thereto.
-9-
' ~u~.~0~s
· ¢9.69)
~. .~d. so, for the fore~oin~ reasons the ~edeveloper represents ~nd
~a) Except only
(1)
by way of security for, and only for, (l). the purpose of
obtaining financing necessary to enable the Redeveloper or
any successor in interest to the Property, or any part
thereof~ to perform its obligations with respect to making
the Improvements under the Asreement, and (ii) any other
purpose authorized by the A~reeaent, and
(2)
as to any individual parts or parcels of 'the Property on'
which the Improvements to be constructed thereon have been
completed, and which, by the terms of the P4~reement, the
Redeveloper is authorized to convey or lease as such
Improvements are completed,
the Redeveloper (except as so authorized) has not made or created, and that
it will not, prior to the proper completion off the Improvements as
certified by the ~&ency, make or create, or suffer to be made or created,
any total or partial sale, assignment, conveyance, or lease, or any trust
or power, or transfer in any other mode or form of or with respect to the
'~reement Or the Property, or any part thereof or any interest therein, or
any contract or agreement to do any off the same, without the prior written
approval of the Agency: Provided, That, prior to the issuance by the
A~ency of the certificate prov--~d~d for in Section 30? hereof es' to
completion off construction of the Improvements, the Redeveloper may enter
into any agreement to sell, lease, or otherwise transfer, after the
issuance of such certificate, the Property or any part thereof or interest
therein, which agreement shall not provide for paymen~ of'or on account of
the purchase price or rent for the Property, or the part thereof or the
interest therein to be so transferred, prior to the issuance of such
certificate.
(b) The Agency shall be entitled to require, except as otherwise
provided in the A~reement, as conditions to' any such approval that:
Any proposed transferee shall have t~e qualifications and
financial responsibility, as determined by the A~ency,
necessary and adequate to fulfill the obligatfons undertaken
in the Agreement by the Redeveloper (or, in the event the
transfer is of or relates to part of the Property, such
obligations to the extent.that they relate to such part).
(2)
Any proposed transferee, by instrument in writing
satisfactory to the Agency e. nd in form recordable ~mong
the land records, shall, for itself and its successors and
assigns, and. expressly for the benefit of the A~ency, have
expressly assumed all of ~he obligations of the Redeveloper
' IO
(3)
HUO.0209S
under the Agreement and ag~,.ed tn be subj~¢*L to a~t the
condition8 an~ ru~;LrtcLtons Lo *~ht~:h the ~edevetopt~r
subje(~t (or~ !n Ihe ew~nL the tr~i~er Is of or relates to
part of the ProperLy~ ~;uc:h obligaL~ons~ condltion~ and
restrictions Lo Lbs extent that l.hey relat& LO suth part):
~rovided, That thc fact that any Lr~sferee of~ or
other successor tn ln~eresL whatsoever to, the Property,
or ~y part thereof, sha1~, ~hatever the reason~ /~ot have
ass~ed such obl[gaLlon~ or so agreed, shall not (unless
~d only to Lht~ exit. aL ot.her~lse specifically provided
the ~reemenC or a~reed :o In writing by the ~encY)
relieve or except n~rh tr~sf~ree or sUqcessor of or From
such obkigaLlon0, (:ondlLtons~ or restrictions, or deprive
or limit the ~ency or or with respect to ~y rights or
remedies or coni, roks with respect Lo the ProperLy or the
construction of Lbs Improvements; it being the intent of
thls, Loðer with other provtslons of Lbs ~reement
that (to the fullest extent p.e~lLLed by ].aw ~d equity
~d excepting only in the m~ner ~d Lo :he exLe~L
specifically provided ot.herwlse in the ~ree~nt) no
tr~sfer of~ or ~:h~ge w~Lh respect LO, o~ership In the
Property or ~y part Lh,~reof, or ~y Interest. therein,'
however consisted or occurrln&~ and whether voluntar~
involuntary, sl~at~ operate, Ie&a~1y or practically,
deprive or limit the Agency of or with red,ecL to ~y
rights or'remedies or ~:ontrolo provided In or
from the ~reement with respe~:t LO the Property m~d the
construction of the ~provemenLs that the Age,ney wou:d have
had, h~ there been no such Lr~sfer or
~ere' shak~ be submitted LO the Agency for review
Instruments ~d other legal doc~enLa Involved tn affecting
tr~sfer; ~d if appreved by the ~ency, its approval sh~11
be lnd~ca%ed Lo the Redeveloper In
The consideration payable for the* transfer by the transferee
or on Its behalf shall not exceed an amongst representing the
actual cost (Including carrying charges) ~ the Redeveloper
of the Property (or allocable to the part thereof or interest
therein transferred) and the XmprovemenLs~ If any;'
theretofore made thereon by it; iL being the intent of this
provision Lo prec[,~de assignment of the Agreement or transfer
of t~e Properi.y (or any parts thereof other than those
re£ern;d Lo In sub~llvision (2), Paragraph (a) of this Section
~03) for profit prior LO thc completion of the Improvements.
and Lo provtdt, Lh.~l In the ,~venL any such afl:;lgnmenL or
transfer is med,. (and is scl ran,'eled), the Agency shall be
e[~LILlnd LO tnrr~'flse t.hc Pure'base Price to the Bedeveloper by
the amount LhaL the con.~ldcration payable £or the assignment
or transfer tn in express o£ the ~ounL that may be authorized
pursuit Lo this s~bdivlslon (b), ~d such consideration
shall~ Lo the extent iL Is tn ex~:esa of the ~ount so
authorized, belong to ~d forthwith be paid to the ~ency.
· 'HUD.6209S
The Redeveloper and its transferee shall comply with such
other conditions as the A~ency may find desirable in order
to achieve and safeguard the purposes of the Urban Renewal
Act and the Urban Renewal Plan.
Provided, That in the absence of specific written e~reement by the Agency
to the contrary, no such transfer or approval by the Agency thereof shall
be deemed to relieve the Redeveloper, or ~ny other par~y bound in ~ny ray
by the A~reement or otherwise with respect to the construction of the
Improvements, from any of itu obligations with respect thereto.
SEC. 504. Information As to Stockholders. ~n order to assist in the
effectuation of the purposes, of this Article V and the statutory objectives
generally, the Redeveloper agrees that during the.period between execution
of the Agreement and completion of the Tmprovements as certified by the
Agency, (a) the Redeveloper will promptly notify the Agency of any and all
changes whatsoever in the ownership of stock, legal or beneficial, or of
any other act or transaction involving or resulting in any change in the
ownership of such stock or in the relative distribution thereof, or with
respect to the identity of the parties In control of the Redeveloper or
the degree thereof, of which it or any of its officers have been notified
or otherwise have knowledge or information; and (b) the Redeveloper shall,
at such tEme or times as the Agency may request, furnish the Agency with a
'complete statement, subscribed and sworn to by the President or 6ther
executive.officer of the Redeveloper, setting forth all of the stockholders
of the Redeveloper and the extent of their respective holdings, and in the
event any other parties have a beneficial interest in such Stock their
ne~nes and the extent of such interest, all as determined or indicated by
the records of the Redeveloper, by specific inquiry made by any such
officer, of all parties who on the basis of such records own 10 percent or
more of the stock In the Redeveloper, and by such other knowledge or
information as .such officer shall have. Such lists, 'dat~, and information
shall in any event be furnished the Agency lm~ediately prior to the
delivery of the Deed to the Redeveloper and as a condition precedent thereto~
and annually thereafter on the anniversary of the date of the Deed untl~ the
issuance of a certificate of completion for all the Property.
A~TICLE VI. MORI~E FINAN¢II~; RIOBTS OF MOI~EES
SEC. 601. Limitation Upon Encumbrance of Property. Prior to the
completion of the Improvements, as certified by the Agency, neither the
Redeveloper nor any successor in interest to the Property or any part thereof
shall engage in any financin~ or any other transaction creating any mortgage
or other encumbrance or lien upon the Property, whether by express a~reement
or operation of law, or suffer any encumbrance or lien to be suede on or
attach to the Property, except for the purposes of obtaining (a) ftmds only
to the extent necessary for making the Improvements end (b) such additional
funds, if any, in an amount not to exceed the Purchase Price paid by the
Redeveloper to the Agency.' The Redeveloper (or s~ccessor in interest) shall
notify the Agency in advance of any financing, secured by mortgage or other
- 12 o
UUD.6209B
(9.69)
'~imilar lien instrument., it propose~ to enter into vlth respect to the
?~operty; or e~y part thereof, and in any event t! shall promptly notify
the A&ency o£ any en¢'nmbrance or lien that hal; been rr~ated on or attached
to the ~ropert~ ~hether by volunLar~ net o~ the ~edevelo~:r Or oLhervise.
~or the purposes o£ suth mortgage ~lnanclng as may he made p.rau~n: to the
A&reement~ the Prop~frt.¥ may~ at the option of the Redeveloper (or Oucc'essor
in interest)~ be divided Into several parts or parcels, provided that such
subdivision, in the opinion of l.he A~en,,y, is not inconsistent vit.h the
purposes of the Urban Reneval Plan'and the ,%;reement and iB approved in
vTltin8 by the A&ency.
SEC. 602. Mortsa&ee Not Oblls.~ted To Constru~.t. Notwithstanding any
of the provisions of' the A~reemenL, lncludin[{ but not limited to those
vhich are or are intended to be. covenant, s runnini3 vith the land, %he holder
'"of ~y mort~a&e authorized by the ~reem,mt (lncl. udl~ ~y ~uch holder who
obtains title to the ProperZy or ~y part. thereof as a result of
foreclosure proceedings, or action In lieu Lhnreof, but sot
~y other party who thereafter obtains title to, the Prop~rty Or such part
fro~ or %hrouEh such holder or (b) sly other purchaser at foreclosure sale
other th~ the holder of the mortsa{{e lt.s,']l') shaJl in no'vise,.be
by the provisions of the ~reement to construct or complete the Improvements
or %o 6uarm{tee 8ach construction or completlen; nor shall
~y otheY provision In the Deed be construed to ~o obllLRal.e such holder:
· Provided, That nothin& .In this Section or any other Section
the ~reemenL shall be det.med or eonslrued to pemlt or authorize any such
.""holder Lo devote the FroperLy ()r ~y part. thereof to any u~es, or
conair}ct ~y improw~me~%,8 thermion, mi,her than those usci{~or impr0ve~Ls'
provided or pe~itted In the Urban Reneval Plan ~d In the ARree~nt.
SEC. 60.]. Copy of Notire of Defa,]l~lo M?r!r..a~,ee. Whenever the A&ency
shall deliver any no,ire or demand t.o th,'. Hedeveb,l,er .~lth respect to any
breach or default by I.he Redeveluper i{~ i~.n.oblicalions or ,:oven~ts under
the ~reement., the. ~;ency ~hatl at t.h~ u~,e time forward · ,.:opy of su,.h
notl,:e or demand to each hold~.r or any mortgage a. thorized by the ~ree~n%
at the las~ address of su,'h holder sho~ In the records of th,} ~ency.
SEC. b(~*. Mortdagee's Option Tn Cure Def,u,lLs. Aft,er any breach or
default referred to in S.:ction 603 hereof, each such holder shalI (insofar
as the rl[lhts of Lhe ~ency are con .,,~ed) hav,: the ri&~ht, at ils option,
Lo sure or remedy su,'ll brea(.h o~ default. (or s,i,.h brea:..h or de~alllt: %o the
extent ~haL iL rela,.es 1.0 the part or the {'ropert.y ,.ov,,red by lt.s mort&a6e)
and to add ',h(; cost thereof ~o thc morl~a{?~ del.1 ~d the ]len of lt.8
mortGa&e: Provided. Th~L il' {he },rea,.h or default 18 ~lt.h respect
construction o{' thc lmpr~v,.m,~nts, n,,thin{ r.~,~.ained In thin f;,','Llnn or ~y
other ~ectton of the AIzreem.'nt ~hal { b,~ l,,~me,I to permit, or auLhnrlze ~uch
holder, either be{'ore or al'l,'r {'ol'(~{'[t)i{{lru or action In lieu Ihereof,
consLru,'Lion alr,..ady mud,.)' .~ithi;ul. f l~.;i h'lvini[ expressly assumed the
ob{ldaLion to the f~len,:y, by wrtiten a6r,?r:,,3nt. :{utlsfa~tory Lo thc ~ency,
-13-
HUD.62OgS
' (9'.69)
the Property or the part the~eo£ to which the lien or title of such holder
relates, Any such holder who shall properly complete the Improvements
relating to the Property or applicable part thereof shall be entitled~ upon
written request made to the 'A~ency, to a certification or certifications by
the ~gency to such effect In the manner provided in Section 307 of the
Agreement, and any such certification shall, if so requested by such holder,
mean.and provide that any remedies or rights with respect to recapture of or
reversion or revesting of title to the Property that the Agency shall have
or be entitled to because of failure of the Redeveloper or any successo~ in
interest to the Property, or any part thereof, Lo cure or remedy any default
with respect to the construction of the Improvements on other parts or
parcels of the Property, or because of any other default in or breach of the
Agreement by the Redeveloper or such successor, shall not apply to the part
or parcel of the Property to which such certification relates.
SEC. 60~. A~ency's Option To Pay Mortgage Debt o~ Purchase Property.
In any case, where, subsequent to default or breach'by the Redeveloper (or
successor in interest) under the Agreement, the holder of any mortgage on
the Property or part thereof
(a)
has, but does not exerulse, the option to construct or complet~
the Improvements'relating to the Property or part thereof covered
by its mortgage or to whleh it has obtained title, and such
failure continues for a period of sixty (60) days after the
holder has been notified or informed of the default or breach; or
ih)
undertakes construction or ,:ompLetion of the Improvements but
does not complete such construction within the period as agreed,
upon by the Agency and such holder (which period shall in any
event be at least as long as the period prescribed for such
construction or completion in the Agreement), and such default
sha~l not have been cured within sixty (60) days after written
demand by the Agency so Lo do,
the Agency shall (and every mortgage instrument made prior to completion of
the Improvements with respect Lo the Property by the Redeveloper or'
successor in interest shall so provide) have the option of paying to the
holder the amount of the mortgage debt and securing an assignment of the
mortgage and the debt secured thereby, or, in the event o~nership of the
Property (or part thereof) has vested in such holder by ~ay of foreclosure
or action in lieu thereof, the Agency shall be entitled, at its option, to
a conveyance to it of the Property or part thereof (as the case may be)
upon payment to such holder of an amount equal to the sum of: (l) the
mortgage debt at the time of foreclosure or action in lieu thereof (less
all appropriate credits, including those resulting from collection and
application of rentals and other income received during foreclosure
proceedings); (ii) all expenses with respect to the foreclosure; (iii) the
net expense, if any (exclusive of general overhead), incurred by-such
holder in a~d as a direct result of the subsequent management of the
Property; (iv) the costs of any Improvements made by such bolder; and
(v) an amount equivalent to the interest that would .have accrued on the
- Ih -
MAR 18 197'7
HUD.6209S
(9-69)
aggregate of such amounts had ail such ~ounts become part of the mortgage
debt and such debt had continued tn existence.
SEC. 606. ~ency's Option To Cure Mortgage Default.
default or breach prior to the completion 'of the Improvements by the
Redeveloper, or any successor in interest, tn. or of a~y ~f its obligations
under, ~md to the holder of, any mortgage or other instrument creating
enc~br~ce or lien upon the Property or part thereof, the Agency
Zts option cure such defau[t or breach, tn ~htch case the ~ency
entZt[ed, ~n addition to and without [~m[tatton upon
remedies to which tt sha[[ ~e en[[t[ed by the ~reement, operation of
or otherw~se~ to reimbursement from the Redeveloper or successor in ~n[erest
of all costs ~d expen~e~ incurred by the ~ency In curl~ such default or
breach ~d to a l~en upon the Property (or the p~rt thereof to which the
mortsase~ encu~br~ce, or lien relates) for such reimbursement: Provided~
That any such lien shall be subject always to the lien of (includln~ any
lien contemplated~ because of adv~ces yet to be made, by) ~y then existin8
mortgages on the Property authorized by the ~reeme~t.
SEC. 607. Mortgage and Holder. For the purposes of the Agreement:
The term "mortgage" shall lncl.de a deed of trust or other instrument
creating an encumbrance or lien upon the Property, or any part thereof, az
securELy fur's loan. The rterm "holder" in reference to a mortgage shall
include any insurer or guarantor of any obligation or condition secured by
such mortgage or deed of trust., including, but not limited to, the Federal
Housing'Commissioner, the Administrator of Veterans Affairs, and any
successor in'office of either such ufficial.
ARTICLE VII. Rf~4EDIES
SEC. 701. In General. Except. as otherwise provided in the Agreement,
in the event of any default in or breach of thc ~Ereement, ur o~ny of its
te~s or conditions, by either party here~o, or any successor to such party~
such party (or suct:essor) ~lu~il, Upon ~rritten notice from the other,.
proceed i~ediately to cure or remedy such default or breach, and, in any
event, within sixty (60) days after receipt of such notice. In case such
action is not taken or not diligently pursued. 'or the default or breach
shall not be cured or remedied ~ithln a reascnable'time, the aggrieved party
may institute such proceedings au may be necessary or desirable in its
opinion to cure and remedy such default or breach, including, but not
limited to, proc~.edln2~; to ~'ompel vpecil'ie performance by'th~ party in
default or broach of its obli~atlons.
SEC. 702. '£crminatlon by__l.;,:d~velope~ l'rlor to ~onve~m~ce, In the
event that
the Agency doe:! n(,t, ~.~,nder vonveyan¢:e of the Propert.y, or
possession th.reof, in the manner ~nd condition, ~d by the
date, provided in the ~reemen%, ~d ~y such failure shall
t
- 15 -
MAR 18 1977 J
I
H~.6?OgS
be cured within thirty (30) days af.ter the date of written
demand by the Red~.veloper; or
(b)
the Redeveloper shall; after preparabion of Construction Plans.
satisfactory to the Agency, furnish evidence satisfactory to
the Agency that iL has been unable, after and despite diligent
effort for a period of sixty (60) days after approval by the
Agency of the Construction Plans, to obtain mortgage financing
for the construction of the Improvements on a basis and on
terms that would geaerally be considered satisfactory by
builders or contractors for improvements of the nature and type
provided in such Construction Plans, and the Redeveloper shall,
after having submitted such evidence and if so requested by the
Agency, continue to make diligent efforts to obtain such
financing for a period of sixty (60) days after such request~
but without success,
then the Agreement shall, at the option of the Redeveloper, be terminated
by written notice thereof to the ~gency, and, except with respect to the
return of the Deposit as provided in Paragraph (e), Section 3 of Part I
hereaf, neither the Agency nor the Redeveloper shall have any further
rights against or liability to the other under the Agreement.
SEC. 703. Termination by Asenc~ Prior to Conveyance. In the event
that
(a) prior to conveyance of the Property to the Redeveloper and in
violation of the Agreement
(i)
the Redeveloper (or any successor in interest) assigns or
attempts to assign the Agreement or e. ny rights therein~
or in the Property, or
(ii)
there is any change in the ownership or distribution of
the stock of the Redeveloper or with respect to the Identity
of the parties in control of the Redeveloper or the degree
thereof; or
(b) the Redeveloper does not submit Construction Plans, aa required
by the Agreement, or (except as excused under subdivision (b) of
Section 702 hereof) evidence that it has the necessary equity
capital and mortgage financing, in satisfactory form and in the
manner and by the dates respectively provided in the Agreement
therefor; or
(c) the Redeveloper does not pay the Purchase P~ice and take title to
the Property upon tender of conveyance by the Agency pursuant to
the Agreement, and if any default or failure referred to in
subdivisions (b) and (c) of this Section 703 shall not be cured
within thirty (]O) days after the date of written demand by the
Agency,
- 16 -
HUD.6~091~
then the A~reement, and any rights of the Redeveloper, or any assignee or
transferee, in the Agreement, or arising therefrom vita respect to the
A&ency or the Property, shall, at the option of the Agency, be terminated
by the A&ency, in which event, as provided tn Para&raph (d), Section 3 of
Part I hereof, the Deposit shall be retained by the Asoncy as liquidated
dama6es and as its property without any dedu:tion, offset, or recoupment
whatsoever, and neither the Redeveloper (or assignee or .transferee) nor the
Agency shall have any further ri&his against or liability to the other
under the A&reement.
8~C. 70~. Revesting Title in A&ency Upon Happening of Event Subsequent
to Conveyance %o Redeveloper. In the event that subsequent to conveyance
6f the Property or any part thereof Lo the Redeveloper and prior to
completion of the Improvements as certified by the Agency
(a)
the Redeveloper (or successor in interest) shall default in or
violate its obligations with respect to the construction of the
Improvements (including the nature and the dates for the beginning
and completion thereof), or shall abandon or' substantially suspend
construction work, and any such default, violation, abandonment,
or suspension shall not be cured, ended, or remedied within three
(3) months (six (6) months, if the default is with respect to the
· date for completion of the Improvements) after ~ritten demand by
the A~ency so to do; or
· (b) the Redeveloper (.Or successor in interest) shall fail .to pay real
estate taxes or assessments on the Property or any part thereof
when due, or shall place thereon any encumbrance or lien
unauthorized by the Agreement, or shall, suffer'any levy or
attachment to be made, or any materialmen's or mechanics' lien,
or any other unauthorized encumbrance or lien to attach, and such
taxes or assessments shall not have been Paid, or the encumbrance
.or lien removed or discharged or progision satisfactory to the
Asency made for such payment, removal, or dischargb, within
ninety (90) days after written demand by the Agency so to do; or
(c) there .is, in violation of the Asreement, any transfer o~ the
Property or any part thereof, or any change in the o~nership or
distribution of the stock of the RedevelopeF, or with respect to
the identity of the parties in control of the Redeveloper or %he
degree thereof, and such violation shall not be cured within
sixty (60) days after written demand by the Ase~cy to the
Redeveloper,
'then the Agency ~hnll have th,.~ right to re-enter and take possession of the
ProperLy find Lo terminate (ri. Od revest in the Agency) the estnLe conveyed by
the Deed t.o the Redeveloper, it being the Intent of this provision, together
with other provb;lon:~ of the Agreement, that the convey~ce of the Property
to the Redeveloper sha~l be made upon, ~d that the ~ed ohail coat.la, a
condition suba~quent Lo the effect that In the event of ~y default, fallure~,
violation, or.other ~etlon or inaction by the Redeveloper specified in
aubdivision~ (a)~ (b), and (e) o~ this Section 70h, failure on the p~t of
IIUD.6209B
the ficdevelop~r Lo remedy, end, or abrogate such default, failure, violation~
or other action or in,etlon, within the period and in the manner slated in
such subdivisions, the Agenc:y at its option may declare a termination in
favor of the. Agency of the title, and of all the rights and interests in and
'to the Property conveyed by thc Deed to the Redeveloper, ~nd %hot such title
and all rights ~nd interests of the Redeveloper, ~d ~ny assigns or
su~ccesaors in interest to and in the Property, shall revert to the Agency:
f .vided, That such condition subsequent and any revestln~ of title as a
] .ult thereof in the Agency .
(1) shall always be subject to a~d limited by, and shall not defeat,
render invalid, or limit in any way, (i) the lien or'any mortgage
authorized by the Agreement, and (ii) any rights or interests
provided in the Agreement for the'protection of the holders of
such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or, in the case of parts or parcels leased, the leasehold
interest) on which the ~mprovements to be constructed thereon'
have been completed in a~.cordance with the Agreement and for
which a certificate of completion is issued therefor as provided
in Section 307 hereof.
-In addition to.~nd w~thout in ~y way limiting the ~ASency's r~ght to reen-
try aa provided for ~n the preceding sentence, the Agency shall have the
.~l~ht to retain the Deposit. as provided in Paragraph (d). Section 3 of
Part I hereof, w~thout any deduction, offset or recoupment whatsoever, 'in
the event of a default, violation or failure of the Redeveloper as speci-
fied in the preceding sentence.
SEC. 709. Re~ale of Reacquired. Propert~ Disposition of Proceeds.
Upon the revesting in the Agen~:y of title to the Property or any part thereof
as provided in Section 702, the Agency shall, pursuant l.o its responsibilities
under State la~, use its best efforts to resell the Property 5r par~ thereof
(subject to su~h mortgage liens and leasehold interests as in Section 7C~ set
forth and provided)as soon and in su[h manner as the Agency shall f~nd
feasible and ~:onsisten[ with the objertives of such law and of the Urban
Renewal Pla~ to a qualified and responsible party or patti, s (as determined
by the Agency) who will assume the obligation of making or completing the
Improvements. or such other improvements in their stead as shall be
satisfactory to the Agency and in accordance with the uses specified for
such Property or part thereof in the Urban R newal Plan. Upon such resale
of the Property, the proceeds, thereof shall be applied:
(a) First, to reimburse thc A~;ency, on its own behalf Or on behalf
of the City, for all costs and expenses incurr~d by the Agency,
including but not limited to salaries of personnel, in connection
with thc recapture, management, and resale of the Property or
part thereof (but less any income derived by the Agency from ~he
Property or part thereof in connection with such management); all
taxes, assessments, and water and sewer charges with respect to
the Property or part ~hereof (or, in the evqnt the Property is
exemp~ from taxation or assessment or such charges during the
- 18 -
HUD.6;ogEs
(9.69)
period o£ ownership thereof by ~he A~ency~ an amount; ~f pa~d~
eq~ml to such taxes, ~ssensmenLs, or charges (as determined by
the City assessing official) as wot~ld have been payable if the
Property were. not so exempt); omy payments made or necessary to
be made to discharge any encumbrances or liens existing on the
Property or part thereof at the time of revestlng of title
thereto in the Agency or to discharge or prevent from attaching
or being made any stJbsequent en~.umbrancea or liens due to
obligations~ defaults, or acts of the Bedeveloper, its
successors or transferees; any expendit.res made or obligations
incurred with respect to the making or completion of the
Improvements or amy part thereof on the Property or part
thereof; and any amounts otherwise owing the ~gency by the
~edeveloper and its successor or transferee; ~nd
(b) Second, to reimburse the Bedeveloper,' its successor or
transferee~ up to the amoun~ equal to {1) the sum of the
purchase price paid by it for the Property (or allocable to the
part thereof) a~d the cash actually invested by it in making ~y
of the Improvements on the Property or part thereof, less
(~) any gains or income withdrawn or ~de by it frbm the
Agreement or the Property.
Any hals.ncc remaining after s~ch reimbursement~ shall be.retained by the
Agency aa its property.
SEC. ~0~. Ot~er Bights and Bemedies of .Agency; NO Waiver bY Delay.
The Agency shall have the right tn institste such mc~ions or proceedings as
it may deem desirable for eff'ectumting the purposes of thi~ Article ¥II~
including also the right to execqte and record or file among the public
land records in the off'i~:e in which the Deed is recorded a written
declaration of the termination of all ~he right, title, and interest of the
Redeveloper~ and (except for such individ,al parts or parcels upon which
construction.of that part of the Improvements reqffired' to be Constructed
thereon has been completed, in accordance with the Agreement, and for which
a certificate of completion as provided in Section 307 hereof is to be
delivered, and subject to su~'h mortgage liens and leasehold interests, as
provided in Section 7Oh hereof) its suc,:essors in interest and aasigns~ in
the ProPerty, amd the revesting of title thereto in the Agency: Provided,
That ~ny delay by the Agency in instituting or prosecuting any such actions
or proceedings or otherwise aseertlng its rights under ~hi.s Article VEl
shall not operate as a waiver of su,'h rights or ~o depr!ve it of or limit
such rights in any way (it being the intent of this provision that ~he
Agency sho~td not be constrained (so as to avoid the risk Of being deprived
of or limited in the exe~vlse of the remedy provided in this Section
because of concepts of waiw~r, ~tches~ or oth,~rwise) to exercise such
remedy at a time when it m~ty still hope otherwise to resolve the problems
created by the default Involved); nor shall any'waiver in fact made by the
Agency with respect to ~tny specific default by the Bcdeveloper under this
Section be considered Or treated as a waiver of the rights of the Agency
o 19 -
with respect to any o~her defaults by the Redeveloper under thl,~ ~%,.c~.ion or
with respect to the particular default excep% %o %he extent
waived ~n ~l%lng.
SEC. 707. Enforced Dela~ In Perfo~ce for Causes,Beyond C,,~t:'ol of
Party. For the pu~oses of ~y of the provisions of %he ~reemen'. neither
%he ~ency nor the Redeveloper, as the case may be, nor ~y sueee~;sor in
in%crest, shall be considered In breach of, or default in, ~ts
with respect %o the preparation of %he Proper~y for redevelopmen~ o~ the
beginning ~d completion of construction of the ~provemenbs, or
respect there%o, in %he event of enforced delay In the perfo~c.e of such
obligations due %o unforeseeable ~.auses beyond its contro~ a~d wi .hou~ its
fault or negligence, including, but not restricted to, 5cts of Go.~,
the public enemy, acts of %he Federal Government, $cts of fhe oth.~
fires, floods, epidemics, quar~tlne restrictions, strikes,
embargoes, ~d unusu~ly severe ~ather or delays of $ubcontracto:.,~ due
such causes; 1% being %he purpose ~d ~ntent of this provision th.~'. In the
event of the occurrence of ~y such enforced delay, the time or t~.mes for
perfo~ce of %he obligations of the ~ency with respect to the ?~egarat~on
of the Property for redevelopment or of the RedeVeloper with resp~:%
const~ction of %he Improvements, as %he case may be, shall be ex ..:n4ed for
%he period of %he enforced delay as dete~ined by the ~ency: Pr
That the party seeking %he benefit of the provisions of %his Seeb>m shall,
within ten (10) days after the beg~nning of ~y such enforced del~.~,
first notified the other party thereof in ~l%lng, ~d of the cau~e or
causes ~hereof, and requested ~ extension for the period of the .~nforced delay.
SEC. 7~. Ri~ts ~d Remedies C~nla%~ve. The ri~ta ~d r.~ed~es
the parties to the ~reemen%, ~hether provided by law or by the
shall be cumulative, ~d the exercise by el%her party Of ~y one ,,:' more
such remedies shall no~ preclude the exercise by it, at the s~e ,~-
differen~ times,, of any other such remedies for the s~e defau]~ ,,~' breach
or of ~y of ~ts remedies for ~y other default or breach by ~he ,,'.her 'party.
No waiver made by either such party with respect to the perfo~ ,~, or
m~er or time thereof, or ~y obligation of the other party or
condition %o its o~ obligation under the ~ree~nt shall be co~s3dered
waiver of any rights ~f %he party making the w~lver ~lth respe~% ',, the
particular obligation of the o'%her party or eonditio~ %o its o~
beyond those expressly waived in ~lting ~d to the .ex%es% thereoi'.
waiver in ~y respect In regard to any other rifts of %he p~%y ~l~k~ng the
waiver or ~y other oblig~tlons of the other party.
SEC. 709. ~'~rty in FOsltion of Surety With Respect to Obllg.~.J.l~)ns.._.
The Redeveloper. for ~t~el;' and Its successors ~d assigns, ~d f~F
other person:; who are or ~h~ shall beene, whether by express or
assumption or otherwise, liable upon or sub,~e,'% bo any obliga~on ,~r burden
under the Agr~ement, hereby '~aives, %o the fullest extent pe~ltt~'d by law
and equity, any and ail ~la~ms or defenses otherw[s~ available ,~n the ground
of its (or their) being or having be~.'ome fl person In the posJti,)n of a
surety, whcth~r real, personal, (~r otherwise or whether by agr~b
operation of law, lncluding~ without limitation on the generality of the
foregoing, any and all claims and defenses based upon extension of
l~dulgence, or modification of te~s of con%tact.
- 20 -
HUD.6~09B
(9.69).
ARTICLE VIII.
biI$CE~LANEou$
SEC. 801. Conflirt of Interests; A~enc'y Representatives ~ot
.~ndivldually Liable. No member, offlclal~ 'or employee of the Agency shall
have any personal interest, direct or indirect, in the AEreement, nor shall
any such member, official, or employee participate in any decision re~ating
to the Agreement which affects his personal interests or the interests of
any corporation, partnership, or association in whlch he is, directly or
Indirectly, interes~ed. ~o member, official, or employee of ~he A&ency sh&lX
be personally liable to the Redeveloper, or any successor in interest, In
the event of.any default or breach by ~he ~gency or for any amount which may
become due to the Redeveloper or successor or on any obligations under the
terms of the Agreement.
SEC. 80~. Equal Employment Opportunity. The Redeveloper, for itself
and its successors and a~signs, agrees that during the construction o$ the
~mprovements provided for in the ^greement:
(a) The Redeveloper will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or nation-
al origin. ~he Redeveloper will take aff~rmative action tO insure that .
applicants are employed, and that employees are treated during employment,
~thout regard to their race, color, rel~gion, sex, or national origin.
Such action shall include, but not be l~m~ted to, the following: employ.
meat, upgrading, demotion, or transfer; recruitment or recruitment adver-
tising; layoff or termination~ rates of pay or other forms of compensation;
and selection for training, ~ncluding apprenticeship. ?he Redeveloper
agrees to post in conspicuous places, available to employeas and applicants
for employment, notices to be provided by the Agency setting forth the pro-
visions of this nondiscrimination, clause.
(b) The Redeveloper will, in all solicitations or advertisements
for employees placed by or on behalf of the Redeveloper, state that all
qualified appltcemts will receive consideration for employment without re-
gard to race, color, religion, sex, or national origin.
(c) The Redeveloper will send to each labor union or r~presentatlve of
workers with which the Redeveloper has a collective bargaining agreement or
other contract or understanding, a notice, to be provided~ advising the
labor union or workers' representative'of the Redeveloper's.cc~aitments unu¢r
Section 202 of Executive Order 112~6 of September ~b, 1~% and sha~l pont
copies of the notlee in conspicuous places available to employees and
applicants for employment.
(d) The Redeveloper will comply wlth all provisions of Executive 6rder
ll~h6 of September 2~, 19~% and of the rules~ regula%lons, and relevanL .
orders of the Secretary of Labor.
- 21 -
1977
HUb~6209S
(e) The Redeveloper will furnish all information and reports required
by Exucutive Order 112h6 of September 24, 1969, ~nd by the rules,
regulations, and orders of thc Secretary of Labor or the Secretary. of
Housing and Urban Development pursuant thereto, and will permit access to
the Bedeveloper's books, re~ords, and accounts 'by the Agency, the Secretary
of Housing and Urban Development, and the Secretary of Labor for purposes
of investigation to ascertain compliance with such rules~ regulations, and
orders.
(f) In the event of the Redeveloper's noncompliance with the
nondiscrimination clauses, of. this Section, or with any of ~he said rules,
regu]ations, or orders~ the Agreement may be canceled, terminated, or
suspended in whole or in part and the Redeveloper may be declared ineligible
for fur%her Government contracts or federally assisted construction
contracts in accordance ~lth procedures authorized in Executive. Order l12h6
of September 2~, 1969, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 112~6 of September ~h, 196~, or by
rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
(g) The Redeveloper will include the provisions of Paragraphs
(a) through (ti) of this Section in every contract or pur('hase order, and
will require: th¢~ in~'lusion of these provisions in every subcontract entered
into by any of its contractors, un~ess exempted by rules, regulatlons~ or
orders of ~.he Secretary of Labor issued pursuant to Section 20h of
Exe,~utlve Or~tcr I]Zh6 of September 2h, 1~65, so thai, such provisions will
be bindin[~ upon en~'h su~.h contractor, subcontra('tor, or vendor, as the ::asa
may be. The Redeveloper will take such a,'tlon with respect to 'any
construction ~ontra~'t, sub(.ontract, or p~r,'hase order as the Agency or the
Department of Housing and Urban Development may direct as a me~uls of
enforcing su~'h provi~ion:~, in,'l{,ding san('tions for non!'omp~lance: Provi.de~,
however, That in .the event the Redeveloper becomes involved in, or is
threatened with, litigation wi~h a sub~on~ra¢'tor or vendor as a result of
such direction by the Agen~.y or the Department of }{ousing and Urban
Development, the Redeveloper may request the United States to enter into.
su:.h litigation to pro?yet th~· interests of the United States. For the
purpose of including such provisions in any ,3onstruction contract,
subcontract, or purchase order, as required hereby, the first three lines
of this Section shall be ,:hanged to read "During the performance of this
Contract, the Contractor agrees as follows:", and %he te~ "Redeveloper"
shall be changed to "Contractor".
SEC. ~O'3. Provisions No~, Merced With Deed. ~;onn of the provisions of
the Agreement are intended to or .';hall be merged by reason of any deed
~- transferring title to tile Property from the Agency to the Redeveloper or
any successor in interest, and any such deed shall not be deemed to affect
or impair the provisions and covenants of the Agreement..
SEC. 80~. Tlt.].~.s oi' Articles and Secti,~ns. Any titles of the
several parts, ArticLes, and':;cctions of thn Agreement are inserted for
convenience of reference only and nhall be disregarded in construing or
interpreting any of its provisions.
- 22 -