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HomeMy Public PortalAboutA1990-04-03LRA-r y 0 - 71 LYNWOOD REDEVELOPMENT AGENCY 11330 BULLIS ROAD LYNWOOD, CALIFORNIA 90262 (213) 6030220 Robert Henning, CHAIRMAN Paul Richards, VICE CHAIRMAN Louis J. Heine, MEMBER Armando Rea, MEMBER Evelyn Wells, MEMBER A G E N D A LYNWOOD REDEVELOPMENT AGENCY i fP L/ April 3, 1990 REGULAR MEETING 7:30 P.M. LYNWOOD CITY HALL, 11330 BULLIS ROAD ROBERT HENNING CHAIRMAN PAUL H. RICHARDS II VICE CHAIRMAN ARMANDO REA MEMBER EXECUTIVE DIRECTOR CHARLES G. GOMEZ C! T Y OF I_YN"NOOD C ;l `i "4:',f; o 1990 AM F 71819110 1111121112131 X11516 LOUIS J. HEINE MEMBER EVELYN WELLS MEMBER AGENCY COUNSEL JAMES D. CLARK OPENING CEREMONIES: A. Call Meeting to Order. B. Roll Call. ( HEINE REA- RICHARDS- WELLS) C. Certification of Agenda Posting by Secretary. 1 2 PUBLIC ORAL COMMUNICATIONS (Regarding Agenda Items only) ITEMS FOR CONSIDERATION: MINUTES OF PREVIOUS MEETING Regular Meeting of March 20, 1990 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD, CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THEREFOR. 1 0 9 JOINT PUBLIC HEARING ITEMS 3. REQUEST FOR AGENCY CONSIDERATION OF APPROAL OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOP- MENT AGENCY AND JAMES OH, AND AUTHORIZATION FOR AGENCY CHAIR- PERSON TO EXECUTE. Comments: To request that the Lynwood Redevelopment Agency ( "Agency ") consider the approval of the Owner Participation Agreement ("OPA") by and between the Lynwood Redevelopment Agency and James Oh ( "Oh ".) and authorization for the Agency chairperson to execute, after consideration of the Summary Report prepared pursuant to Health and Safety Code Section 33433, related environmental documentation and comments made at the joint public hearing. Recommendation: Staff respectfully requests that the Agency, after consideration of any further information which will be presented at the joint hearing of the city Council and the Agency, adopt the following resolutions: 1. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES OH A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE EXECUTION OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES J. OH REGULAR ITEMS None DIS CUSSION ITEMS None CLOSED SESSION ITEMS LEGAL SERVICES Comments: Agency will discuss the status of firms providing legal services to the Lynwood Redevelopment Agency. AGENCY ORAL AND WRITTEN COMMUNICATION PUBLIC ORAL COMMUN ICATION ADJOURNMENT: Motion to adjourn to a Regular Meeting of the Lynwood Redevelopment Agency to be held April 17, 1990 at 7:30 p.m. in the Council Chambers of City Hall, 11330 Bullis Road, Lynwood, California. wsibm \lracvr \sf 0 0 REGULAR MEETING MARCH 20, 1990 The Redevelopment Agency of the City of Lynwood met in a regular session in the City Hall, 11330 Bullis Road on the above date at 8:00 p.m. Chairman Henning in the chair. Members Heine, Rea, Richards, Wells, Henning answered the roll call. Also present were Executive Director Gomez, General Counsel Barbosa, Secretary Hooper and Treasurer Wright. Secretary Hooper announced the agenda had been duly posted in accordance with The Brown Act. PUBLIC ORAL COMMUNICATION - AGENDA ITEMS ONLY: Hearing no response, public oral communications was closed. ITEMS FOR CONSIDERATION: It was moved by Mr. Heine, seconded by Mr. Rea to approve minutes of Regular Meeting March 6, 1990. ROLL CALL: AYES: MEMBERS HEINE, REA, RICHARDS, WELLS, HENNING NOES: NONE ABSENT: NONE LRA RESOLUTION NO. 90 -11 entitled: "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND WARRANTS THREFOR." was presented. It was moved by Mr. Richards, seconded by Mrs. Wells to adopt the resolution. R CALL AYES: MEMBERS HEINE, REA, RICHARDS, WELLS, HENNING NOES: NONE ABSENT: NONE PUBLIC ORAL COMMUNICATIONS: Hearing no response, public oral communications was closed. There was no further business and it was moved by Mr. Richards, seconded by Mrs. Wells to adjourn. Chairman APPROVED Secretary a RESOLUTION NO. LRA A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF LYNWOOD LYNWOOD, CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND ORDERING WARRANTS THEREFOR The Redevelopment Agency of the City of Lynwood does hereby resolve as follows: •r TOTAL 214,045.76 74,336.70 139,709.06 Y aa= aasaa =asa aysasaaaaasva aaaasaasaaaaa Section 2. That the Agency Secretary shall certify to the adoption of the resolution and shall deliver a certified copy to the Agency Treasure and shall retain a copy thereof for the record. PASSED. APPROVED AND ADOPTED THE ATTEST: day of 1990 W H z C� C7 C ANDREA L. HOOPER ROBERT HENNING Section 1. That the demands presented, having been regularly audited, are hereby allowed and approved, and that warrants ordered drawn therefor by the Agency Treasure to the payee and in the amounts indicated. WARRANT# /DATE --- - - - - -- PAYEE ------------------------ - - - - -- DESC --------- --- -- ----- --- -- - - - - -- AMOUNT -------- - --- - -- ------- AREA A -- - - -- ------- ALAMEDA - - - - -- r 163 04 -03 -90 ECONOMIC RESOURCE CORP. OFF -SITE IMPROVEMENT 130,562.46 0.00 130,562.46 2873 04 -03 -90 PROPERTY INSPECTION& REPORTING APPRAISALS -EL SEGUNDO - 3,450.00 - 3,450.00 0.00 2878 04 -03 -90 LYNWOOD CHAMBER OF COMMERCE CONTRACTUAL AGMT -2ND GTR 6,250.00 3,125.00 3,125.00 2879 04 -03 -90 KANE, BALLMER & BERKMAN LEGAL SERVICES 12/89 -1/90 61,648.40 60,013.13 1,635.27 2880 04 -03 -90 HEINE, LOUIS BOARD MTGS -3/6, 3/20 60.00 30.00 30.00 2881 04 -03 -90 HENNING ROBERT BOARD MTGS -3/6, 3/20 60.00 30.00 30.00 2882 04 -03 -90 REA, ARMANDO BOARD MTGS -3/6, 3/20 60.00 30.00 30.00 2883 04 -03 -90 RICHARDS, PAUL BOARD MTGS - 3/6, 3120 60.00 30.00 30.00 . 2884 04 -03 -90 WELLS, EVELYN BOARD MTGS -3/6, 3/20 60.00 30.00 30.00 2885 04 -03 -90 SPOILED CHECK SPOILED CHECK O 00 2886 04 -03 -90 BUREAU OF GOVT RESEARCH REGIST. - -S. FOWLER 275.00 137.50 137.50 i 2887 04 -03 -90 CITY OF LYNWOOD ADMINISTRATIVE COSTS -1/90 11,570.90 8,701.87 2,869.03 2888 04 -03 -90 CITY OF LYNWOOD CIP EXPENDITURES -12/89 2,801.01 2,801.01 0.00 2889 04 -03 -90 DATA QUICK INFO. NETWORK COMPUTER ACCESS INFO -2/90 178.00 89.00 89.00 2890 04 -03 -90 EASTMAN KODAK CO. COPIER MAINT. AGMT. - -1/90 47.26 23.63 23.63 2891 04 -03 -90 EASTMAN KODAK CREDIT CORP. COPIER LEASE AGREEMENT 422.10 211.05 211.05 2892 04 -03 -90 EXPRESS MESSENGER MESSENGER SERVICES -2/90 64.76 32.38 32.38 2893 04 -03 -90 HOOPER, ANDREA L. BOARD MTGS -3/6, 3/20 50.00 25.00 25.00 2894 04 -03 -90 KATZ HOLLIS COREN & ASSOC INC. FINANCIAL SERV- -1/90 70.55 0.00 70.55 2894 04 -03 -90 KATZ HOLLIS COREN & ASSOC INC. FINANCIAL SERV - -1190 1,557.50 1,557.50 0.00 2895 04 -03 -90 THE LYNWOOD WAVE PROMOTIONAL ADS 707.20 424.32 282.88 2896 04 -03 -90 TIMELY TEMPORARY TEMPORARY SVCS -3/90 865.62 432.61 432.81 2897 04 -03 -90 URBAN LAND INSTITUTE ANNUAL DUES - 3/90 -3/91 100.00 50.00 50.00 2898 04 -03 -90 WRIGHT, MARY L. BOARD MTGS -3/6, 25.00 12.50 12.50 •r TOTAL 214,045.76 74,336.70 139,709.06 Y aa= aasaa =asa aysasaaaaasva aaaasaasaaaaa Section 2. That the Agency Secretary shall certify to the adoption of the resolution and shall deliver a certified copy to the Agency Treasure and shall retain a copy thereof for the record. PASSED. APPROVED AND ADOPTED THE ATTEST: day of 1990 W H z C� C7 C ANDREA L. HOOPER ROBERT HENNING 0 0 DATE: April 3, 1990 TO: Honorable Chairperson and Members of the Agency FROM: Kenrick Karefa- Johnson, Interim Director Community Development Department G SUBJECT: REQUEST FOR AGENCY CONSIDERATION OF A PROVAL OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE AGENCY AND JAMES OH AND AUTHORIZATION FOR AGENCY CHAIRPERSON TO EXECUTE OBJECTIVES To request that the Lynwood Redevelopment Agency ( "Agency ") consider the approval of the Owner Participation Agreement ( "OPA") by and between the Agency and James Oh ( "Oh") and authorization for the Agency Chairperson to execute, after consideration of the Summary Report Prepared Pursuant to Health and Safety Code Section 33433, related environmental documentation and comments made at the joint public hearing. FACTS 1. James Oh has been successfully operating the Frontier Warehouse Market in the City of Lynwood ( "City ") for seven (7) years. Unlike other market operations in the City, the Frontier Warehouse Market has been successful in part due to the fact that Oh has an economically attractive lease. The continued operation of the Frontier Warehouse Market in the City is of vital importance to the prospective redevelopment of the City, especially in light of the fact that in recent years Lynwood has lost several supermarkets including Ralph's, Giant and Super Foods. The Oh Frontier Warehouse Market, Lucky's, Alpha Beta and Viva Market remain, although Alpha Beta is currently planning to open another market in South Gate only three - quarters of a mile from its current location. The Viva market is specifically geared toward retail marketing of food and other items. While the Viva market fills an important need in the community, the departure of other markets leaves a void filled only by the Frontier Warehouse Market. Its departure would encourage the residents of the City of Lynwood to shop elsewhere. As pointed out in the Report to the City Council prepared in connection with the Sixth Amendment to Lynwood Redevelopment Project Area " A " (incorporated herein by reference), the failure of Lynwood to attract its own residents to shop within the boundaries of the City is hampering redevelopment efforts. 2. Mr. Oh's lease at his present location expires in May, 1991. In order to obtain a more permanent site for his supermarket, he attempted to obtain ownership of the supermarket building. The ownership of such a building by a successful operator would be of significant value to the Redevelopment Project and the City in that an owner - operator would have a significant investment in the building, encouraging his continued operations in the City. 3. Mr. Oh's original concept was to acquire the building where he is currently operating his market, at the corner of Martin Luther King, Jr. Boulevard and Ernestine. Negotiations with the owners of that property, the Babays, have been unsuccessful. The current owners wish to retain ownership of the structure whether Mr. Oh stays or leaves. The current owners made clear in negotiations with the Agency and Mr. Oh that they intent to retain ownership of the property. Whether with the Agency's involvement or without, the Babays and Mr. Oh have not been able to agree on a proposal which allows for the ownership of the market by Mr. Oh. Mr. Oh's desire for ownership of the market is heightened by the fact that the existing market facility is in poor repair and is not suited to modern market operations. AGENDA ITEM 41 0 0 4. In order to allow for Mr. Oh to attain his goal of owning his own market, Mr. Oh has proposed to develop property which he owns at the northeast corner of Martin Luther King, Jr. Boulevard and Bullis Road. This property is on the same block as his existing operations and will therefore enable Mr. Oh to retain the goodwill of his existing customers. 5: The proposed development is for a supermarket consisting of approximately 48,000 square feet of retail space, approximately 8,000 square feet of storage space and approximately 8,000 square feet of office space. The retail space will be located on the 48,000 square foot ground level and the storage and office space will be located on the 16,000 square foot mezzanine level. 6. There are two known restrictive covenants which apply to the property. Mr. Oh has attempted to remove one of these, with no success to date. Accordingly, Oh has requested the Agency's assistance in removing the restrictive covenant described more fully in the Summary Report Prepared Pursuant to Section 33433 of the California Health and Safety Code. The Owner Participation Agreement provides for the Agency to immediately commence negotiations for the elimination of the restrictive covenant and any other restrictions or interests in the Site (as defined in the OPA), and any other restrictions on or interests in the Site which prevent development of the Site in accordance with the OPA. 7. The Owner Participation Agreement further provides that in the event that the Agency's negotiations are unsuccessful the Agency will consider a resolution of necessity or other action in order to obtain the removal of said covenant or of any other restrictions on or interests in the Site. The Owner Participation Agreement allocates the cost of such an action, if taken, between Participant and the Agency. The Owner Participation Agreement does not obligate the Agency to take any action other than to attempt to negotiate for the removal of said covenant and considering a resolution or necessity or other appropriate action. 8. A report has been prepared pursuant to Section 33433 of the California Community Redevelopment Law ( 11 33433 Report," attached) which addresses the cost to the Agency of removing the restrictive covenant if, in the future, the Agency were to approve a resolution of necessity or other action in order to obtain the removal of said covenant or of any other restrictions on or interests in the Site. The 33433 Report states that the maximum financial cost to the Agency of the removal of the restrictive covenant under the terms of the Owner Participation Agreement would be $488,000.00 (present value). This would be funded by the tax increment which the project will generate. 9. Mr. Oh will pay all further costs of development. 10. The 33433 Report further states that the following goals will be served by proceeding with the project: (1) the Agency is achieving its goals in terms of the elimination of blight, (2) the proposed supermarket is of value to the community and the OPA cannot be implemented without such assistance, (3) the proposed market will allow for the retention of approximately 150 existing jobs and the creation of approximately 147 additional jobs, and (4) Participant estimates the his new market will result in an increase of approximately $554,536.33 (present value) in sales tax to the City. 11. It has been determined that the development proposed by the Owner Participation Agreement is consistent with Lynwood's General Plan. 12. An Initial Study was prepared and the conclusion reached that the project "could not have a significant effect on the environmental which has not been addressed in the previous Environmental Impact Report." 0 9 ANALYSIS AND CONCLUSIONS The existing Frontier Warehouse Market serves a need in the community no one else has filled. Its continued operation is important to the redevelopment of Project Area "A." Since Participant has proven himself to be a successful operator of the warehouse -type market in Lynwood and is committed to continuing the operation of his market in the City, it is in the interest of the community and the Project Area to support his efforts and retain the market in Lynwood. The Owner Participation Agreement will retain an important asset for the community at a reasonable cost to the Agency. The retention of the supermarket it vital to redevelopment efforts and the construction of the new market at the corner of Martin Luther King, Jr. Boulevard and Bullis Road will create an "entry" to the Civic Center Area. The proposed Owner Participation Agreement will allow for Agency approval of the plans for the project to ensure sensitive design which will accomplish the goal of creating an attractive place to shop. The construction of a modern market will encourage revitalization of the entire block and the properties to the south facing Martin Luther King, Jr. Boulevard. Mr. Oh has agreed to recruit employees from Lynwood before recruiting elsewhere. The Agency's involvement in attempting to negotiate the removal of the restrictive covenant and any other restrictions or interests in the Site is necessary to enable the project to go forward. The Agency makes no further commitment by executing the Owner Participation Agreement except to consider a resolution of necessity or other action in order to obtain the removal of said covenant or of any other restrictions on or interests in the Site. RECOMMENDATIONS Staff respectfully requests that the Agency, after consideration of any further information which will be presented at the joint hearing of the City Council and the Agency, adopt the following resolutions: 1. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES OH. 2. A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY APPROVING THE EXECUTION OF THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES J. OH. 1. Proposed Owner Participation Agreement by and between the Lynwood Redevelopment Agency and James J. Oh. 2. Summary Report Pursuant to Section 33433 of the California Community Redevelopment Law on the Owner Participation Agreement by and between the Lynwood Redevelopment Agency and James J. Oh. 3. Initial Study for the Oh Supermarket Project. 4. A Resolution of the Lynwood Redevelopment Agency Making Certain Environmental Findings With Respect to the Proposed Owner Participation Agreement By and Between the Lynwood Redevelopment Agency and James Oh. • • 5. A Resolution of the Lynwood Redevelopment Agency The Owner Participation Agreement by and Between Redevelopment Agency and James Oh and Authorizing Executive Director to Execute It. ADDITIONAL DOCUMENTATION Approving the Lynwood the 1. A copy of the (oversized) Site Plan for the Oh Project is available at the City Clerk's Office. 2. A copy of the Final Environmental Impact Report for Amendment to Redevelopment Project Area A, dated December, 1980, prepared by Jack K. Bryant & Associates is available at the City Clerk's Office. RESOLUTION NO. 90- 0 A RESOLUTION OF THE LYNWOOD REDEVELOPMENT AGENCY MAKING CERTAIN ENVIRONMENTAL FINDINGS WITH RESPECT TO THE PROPOSED OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES OH. The Lynwood Redevelopment Agency does hereby resolve as follows: The Agency finds and determines as follows: A. The construction of a supermarket at the northeast corner of Martin Luther King, Jr. Boulevard and Bullis Road ( "Development ") in the City of Lynwood is included in the "project" described in the Final Environmental Impact Report adopted in connection with the 1980 Amendment to the Redevelopment Plan for Project Area " A " ( 11 1980 Amendment ") in the City of Lynwood pursuant to the ,terms of the California Environmental Quality Act ( "CEQA!') ; and B. The project is covered by said previously certified Final Environmental Impact Report for the 1980 Amendment which serves as the Final Environmental Impact Report for the entire Amendment, which Amendment constitutes the "Project ". II. The Final Environmental Impact Report, previously certified in December, 1980, was considered prior to the approval of this Development. The Agency hereby finds: this Development is within the scope of the 1980 Amendment previously approved; the effects of this Development, relating to air quality, traffic and circulation,, noise, utility systems, public services /facilities were examined in the previous Final Environmental Impact Report together with all other development. All feasibly mitigation measures and alternatives developed in the previous Final Environmental Impact Report for the Project are incorporated in this Development. No new information of substantial importance to the Project has become available. The Final Environmental Impact Report is, therefore, determined to be adequate to serve as the environmental impact report for the Development and satisfies all the requirements of CEQA. Applicable mitigation measures identified in the Final Environmental Impact Report have been incorporated into this Development which mitigate any potential significant environmental impacts thereof. The mitigation measures are identified as conditions in Resolution No. 90- recommending approval of the Development. III. The Final Environmental Impact Report incorporates certain mitigation measures which are to mitigate or avoid significant effects on the environment, and the Agency wishes to adopt the following program for reporting and monitoring the implementation of such mitigation measures pursuant to Public Resources Code 21081.6: A. The developer selected by the Agency to construct the Development shall enter into an agreement with the Agency to submit all plans and specifications for the Development to the Agency for its approval, at which time the Agency shall review the plans and specifications for compliance with such mitigation measure as are the responsibility of the developer. i ! B. The Agency shall comply with all requirements of the City of Lynwood (the "City ") and all public agencies having jurisdiction in any demolition and construction of public works which are to be constructed by the Agency; C. The Agency will report to the City Council of the City not less than annually on the implementation of the mitigation measures and make any recommendations it deems necessary to further implement said measures, such report to be included in the Agency's annual report pursuant to California Health and Safety Code 33089.5 and 323080.4 APPROVED AND ADOPTED by the members of the Lynwood Redevelopment Agency this _ day of April, 1990. Robert Henning, Chairman The Lynwood Redevelopment Agency ATTEST: Andrea L. Hooper, Secretary The Lynwood Redevelopment Agency APPROVED AS TO FORM: James Dexter Clark, Esquire Agency Special Counsel APPROVED AS TO CONTENT: Kenrick Karefa- Johnson, Interim Director Community Development Department LRA RESOLUTION NO 90- A RESOLUTION OF THE LYNWOOD AGENCY APPROVING THE OWNER AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY AND AUTHORIZING THE EXECUTIVE EXECUTE IT REDEVELOPMENT PARTICIPATION THE LYNWOOD TAMES OH AND DIRECTOR TO WHEREAS, the Redevelopment Plan for Lynwood Project Area " A " ( "Redevelopment Plan "), was duly approved and adopted on July 3, 1973 by Ordinance 945 and subsequently amended on December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, and on July 19, 1988 by Ordinance No.88- 1308; and WHEREAS, the Lynwood Redevelopment Agency ( "Agency ") is engaged in activities necessary to execute and implement the Redevelopment Plan for Redevelopment Project Area "A" ( "Redevelopment Project ") in the City of Lynwood and in order to do so the Agency proposed to enter into an Owner Participation Agreement with James oh ( "Participant ") to implement the Redevelopment Plan; and WHEREAS, the proposed Owner Participation Agreement contains all the provisions, terms, conditions and obligations required by state and local law; and WHEREAS, the Agency has found and determined on the basis of an initial study, that the actions proposed in the Owner Participation Agreement will have no significant effect on the environment except for those effects previously identified and considered in the Final Environmental Impact Report prepared for the 1980 Amendment to Project Area "A," and that no subsequent environmental impact report or supplement to the environmental impact report is necessary or required; and WHEREAS, the City of Lynwood has made a finding, that the development proposed in the owner Participation Agreement will be consistent with Lynwood's General Plan; and WHEREAS, the City of Lynwood has made a finding, based on substantial evidence in the record, that the development proposed in the owner Participation Agreement will be consistent with Lynwood's General Plan; and WHEREAS, Agency staff has reviewed the development proposed by the Owner Participation Agreement and presented substantial evidence to the Agency that the development proposed by the Owner Participation Agreement will be consistent with the Zoning Ordinance of the City of Lynwood; and WHEREAS, the Participant necessary to insure development conveyed in accordance with the Redevelopment Plan; and Possesses the qualifications of the property proposed to be Purposes and objectives of the WHEREAS, the Agency has prepared, reviewed and considered a summary report setting forth the cost of the Owner Participation Agreement to the Agency, the estimated value of the restrictive covenant to be removed, and the purchase price to be paid by Participant, and made said summary available for public inspection in accordance with Section 33433 of the California Community Redevelopment Law [Health and Safety Code § §33000 et sec. and WHEREAS, the Agency and City Council of the City of Lynwood have held a duly noticed joint public hearing on the proposed Owner Participation Agreement and related documents; and WHEREAS, the Agency has duly considered the proposed Owner Participation Agreement and believes that development pursuant thereto to be in the best interest of the City of Lynwood and in furtherance of the goals and objectives of the Lynwood Redevelopment Agency to reduce blight in the Project Area; NOW, THEREFORE, BE IS Redevelopment Agency as follows: RESOLVED by the Lynwood SECTION 1. The Agency hereby finds and determines that the development of the Participant's property pursuant to the proposed Owner Participation Agreement is in the best interests of the City of Lynwood and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law. SECTION 2. The Agency hereby finds and determines that the development of the Participant's property pursuant to the proposed Owner Participation Agreement is necessary to effectuate the purpose of the Redevelopment Plan for the Redevelopment Project. SECTION 3. The Agency hereby finds and determines that the development of the Participant's property pursuant to the proposed Owner Participation Agreement is consistent with the development permitted by the Zoning Ordinance of the City of Lynwood. SECTION 4. The Agency has received, heard and considered all oral and written objections to the proposed Owner Participation Agreement and to the actions connected therewith, and hereby overrules all such oral and written objections. SECTION 5. The Agency conditions its approval on the satisfaction of the following mitigation measures described in the Final Environmental Impact Report for the 1980 Amendment to Project Area " A " on page 34 (first two paragraphs), page 53 (paragraph no. 4), page 76 (section C), page 84 (second paragraph), page 91 (first sentence), page 92 (applicable portions of paragraph 5.7.3 as agreed with SCE), page 96 (second and third paragraphs of section C) , page 102 (last paragraph) , page 107 (section C) , and pages 110 -111 (section C) . SECTION 6. The Executive Director of the Agency is hereby authorized to execute the Owner Participation Agreement. SECTION 7. The Executive Director of the Agency, or his designee, is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Owner Participation Agreement, and to administer and implement the Agency's obligations, responsibilities and duties to be performed under the Owner Participation Agreement. APPROVED AND ADOPTED by the members of the Lynwood Redevelopment Agency this _ day of April, 1990. Robert Henning, Chairman The Lynwood Redevelopment Agency ATTEST: Andrea L. Hooper, Secretary The Lynwood Redevelopment Agency APPROVED AS TO FORM: James Dexter Clark, Esquire Agency Special Counsel • PUBLIC NOTICE 11 NOTICE OF JOINT PUBLIC HEARING OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AND THE LYNWOOD REDEVELOPMENT AGENCY ON THE PROPOSED OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE LYNWOOD REDEVELOPMENT AGENCY AND JAMES J. OH NOTICE IS HEREBY GIVEN that on Tuesday, April 3, 1990, at the hour of 7:30 p.m., or as soon thereafter as the matter may be heard, the City Council of the City of Lynwood ( "City Council ") and the Lynwood Redevelopment Agency ( "Agency ") will conduct a Joint Public Hearing in the Council Chamber, City Hall, 11330 Bullis Road, Lynwood, California 90262 on the proposed owner Participation Agreement between the Agency and James J. Oh ( "Participant ") on certain real property situated within the development site as shown on a map on file in the City Clerk's Office at the address noted above. The Project consists of a proposed market on the northeast corner of Martin Luther King, Jr. Boulevard and Bullis Road, located within the City of Lynwood in Lynwood Redevelopment Project Area "A." Participant has requested that the Agency cure the land use restriction ( "restrictive covenant ") on and remove other restrictions on and interests in the subject development site. The cost to cure the real property of the restrictive covenant will be expended by Participant, who will be reimbursed by the Agency, pursuant to the formula contained in the proposed Owner Participation Agreement. The cost of removing the other restrictions on and interests in the subject development site will be borne by the Participant. An Environmental Impact Report was certified for the 1980 Amendment to Redevelopment Project Area A ( "1980 Amendment "). The development site lies within that portion of the Project Area added by the 1980 Amendment. The Initial Study of the project (as configured in the original Owner Participation Agreement) indicated that the project would not cause significant effects on the environment that were not examined in the Environmental Impact Report for the 1980 Amendment. Additional environmental review has been conducted and determined that no additional impact would result from proposed changes to the Scope of Development. The City Council and Agency will consider approval of the proposed owner Participation Agreement after said Public Hearing pursuant to California Health and Safety Code Section 33433, which provides that before the sale or lease of any interest in property acquired directly or indirectly with tax increment funds, such sale shall be approved by the legislative body after public hearing. The 33433 report describes the cost of the ou proposed Owner Participation Agreement to the Agency and the estimated purchase price to be paid by Participant as if the removal of the restrictive covenant_ constituted a transfer of real property to the Participant. At the above - stated day, hour and place, any and all persons having objections to the proposed Owner Participation Agreement or the regularity of the prior proceedings, may appear before the Agency and show cause why the proposed owner Participation Agreement should not be approved. At any time not later than the hour aforesaid set forth hearing, any person objecting to the proposed Owner Participation Agreement may file in writing with the City Clerk a statement of his or her objections thereto. Any persons or organizations desiring to be heard at aforesaid hour shall so inform the City Clerk prior to the commencement of the meeting. The Agency shall proceed to hear and pass upon all written and oral objections. The proposed Owner Participation Agreement, the report prepared pursuant to Section 33433 of the California Health and Safety Code, and related environmental documentation will be available for public inspection at the office of the City Clerk at 11330 Bullis Road, Lynwood, California, during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, beginning on Monday, March 19, 1990. Dated: March 9, 1990 Published: March 15, 22 and 29, 1990 The Lynwood Press -2- 0 0 LYNWOOD REDEVELOPMENT AGENCY 11330 BULLIS ROAD LYNWOOD, CALIFORNIA 90262 (213) 603-0220 Robert Henning, CHAIRMAN Paul Richards, VICE CHAIRMAN Louis J. Heine, MEMBER Armando Rea, MEMBER Evelyn Wells, MEMBER DATE: March 19, 1990 TO: All Interested Parties FROM: Kenrick Karefa Johnson Interim Director of Community Development SUBJECT: Initial Study Revised OH Supermarket Project The attached document, entitled Initial Study Revised OH Supermarket Project was revised in July 1989. To date all the conditions indicated by the findings of this study remain unchanged and accurate. rick Karefa- Johnson Interim Director of Community Development 0 INITIAL STUDY REVISED OH SUPERMARKET PROJECT July 6, 1989 • TABLE OF CONTENTS I. INTRODUCTION II. ATTACHMENTS 11 A. SUPPLEMENTAL ANALYSIS FOR REVISED PROJECT for the Traffic Analysis in Connection with the Frontier Shopping Center B. INITIAL STUDY /SUPERMARKET FACILITY, dated March 17, 1989. 0 0 I. Introduction The proposed First Implementation Agreement to the Owner Participation Agreement by and between the Lynwood Redevelopment Agency and James J. Oh ("OPA") modifies the Scope of Development (Attachment 5 to the OPA) of the project. As modified, the project will consist of a ground level retail market of approximately 48,000 square feet, and an approximately 16,000 square foot mezzanine housing approximately 8,000 square feet of office space and approximately 8,000 square feet of storage space. As originally proposed, approximately 46,590 square feet were to be devoted to supermarket space, with a basement warehouse of 44,248 square feet and a mezzanine /office of 13,243 square feet. In December 1980, the Final Environmental Impact Report for Amendment to Redevelopment Project Area A Located in the City of Lynwood ( 11 1980 EIR ") was prepared in connection with the amendment to Project Area A by Jack K. Bryant and Associates, Inc. The 1980 EIR addressed each of the potentially significant impacts identified in the Initial Environmental Study which preceded it. The 1980 EIR stated that the land use patterns in Subarea C of the amended project area (the market proposed by Mr. Oh will be located in Subarea C) would remain relatively unchanged and recognized that the project would involve the upgrading of several existing shopping centers within the area. The 1980 EIR stated that "[t]ypical improvements could include the landscaping of building facades, the installation of landscaping in the extensive parking areas, and some new construction." The type of project proposed in the First Implementation Agreement is within the scope of development anticipated by the 1980 EIR. In March, 1989, prior to the approval of the OPA by the Lynwood Redevelopment Agency ( "Agency "), Agency staff prepared an initial study of the project ( "Initial Study "). The Initial Study is found as Attachment A hereto and is incorporated herein by reference. The Initial Study concluded that the project "could not have a significant effect on the environment which has not been addressed in the previous Environmental Impact Report." Included as part of the Initial Study was an Addendum Traffic Analysis, dated March 14, 1989, prepared by Greer & Co. ( "Addendum Traffic Study "). A Supplemental Analysis for Revised Project, dated June 28, 1989 ( "Supplemental Traffic Study "), was conducted to consider the proposed modifications to the Scope of Development for the market project. The Supplemental Traffic Study is Attachment B hereto, and is incorporated herein by reference. The Supplemental Traffic Study states that the "results of the analysis or the revised project description disclose that the project changes will have no significant change in the conclusions and recommendations as presented in the prior report." The Addendum Traffic Study observed that the "traffic generated from the existing and proposed centers as considered in the 1980 EIR should be similar, and therefore, not an increase in the uses analyzed in the EIR." It concluded that "the proposed mitigation improvements will mitigate the proposed project's traffic impacts." The modifications to the project pursuant to the proposed First Implementation Agreement "downsize" the project, significantly decreasing the storage area and available office space by eliminating the basement level. The overall retail market area is virtually identical in size to that provided for in the original plan. The downsizing of the project will only lessen any impacts the project might have on the environment. The analysis contained in the Initial Study, and the conclusion reached therein -- that the project "could not have a significant effect on the environmental which has not been addressed in the previous Environmental Impact Report" -- are therefore equally applicable to the project as modified by the proposed First Implementation Agreement. Dated: July 6, 1989 ��ck` Karefa- Johnson, Planner Lynwood Redevelopment Agency GINEERS & PLANNERS June 28, 1989 Mr. Vicente L. Mas Director of Community Development City of Lynwood City Hall 11330 Bullis Read Lynwood, CA 90262 0 2323 W. Lincoln Ave., Suite 127 Anaheim, CA 92801 (714) 520-5255 FAX (714) 520 -5246 RE: SUPPLEMENTAL ANALYSIS FOR REVISED PRa ECT for the Traffic Analysis in Connection with the Frontier Shopping Center dated March 14, 1989 (265 -01). Dear Mr. Mas: We have reviewed and reanalyzed the traffic analysis that we prepared and submitted for the Frontier Shopping Center Project dated March 14, 1989. The revised project description deletes the basement warehouse /storage space and proposes 8,000 square feet of office and 8,000 square feet of warehouse/ storage on the mezzanine within the proposed market. The existing 46,590 s quar e feet of market space will remain as a retail use as was proposed in the prior traffic analysis. The revised figures showing the traffic volumes reflecting the revised project are attached for reference, as are the revised trip generation tables and the intersection capacity analyses tables for both post- project and cumulative traffic conditions. The results of the analyses for the revised project description disclose that the project changes will have no significant change in the conclusions and recommendations as presented in the prior report. The resulting levels of service at all intersections will remain unchanged in all cases. The volume -to- capacity ratios change no more than one point, and have no effect on the resulting operating conditions at the intersections, nor on the recom wrx atiotu contained in the report. The 0 0 Mr. Vincent L. Mas City of Lynwood Frontier Shopping Center REV= Traffic Inpact Analysis June 28, 1989 - Page 2 sutmnary, conclusions and reccmTendations contained in the Mardi 14, 1989, traffic inpact analysis report are accurate and valid for the project as revised and should be applied to this revised project. We are pleased to have been of further assistance to you on this project. If you have any further questions or continents, please do not hesitate to contact me. Sincerely, GREER & CD. Larry E. Greer, P.E. Principal LEG:st attach. Revised Tables 2, 3 and 4 Revised Figures 4, 5, 6 and 7 Revised Intersection Capacity Analyses N 0 0 Mr. Vincent L. Mas City of Lynwood Frontier Shopping Center REVISED Traffic Impact Analysis June 28, 1989 - Page 3 TABLE 2 REVISED PROTECT TRIP GFNERATION Frontier Shopping Center — Traffic Imaact Analysis Daily A.M. Peak P.M. Peak Use in out in out Proposed 48,166 sf retail Equation Rate (1) (2) (2) (3) (3) Trips 4,622 79 34 209 217 Propel 8,000 sf mezzanine warehouse Equation Rate (4) (5) (5) (6) (6) Trips 39 4 1 4 8 Proposed 8,000 sf mezzanine office Equation Rate (7) (8) (8) (9) (9) Trips 206 20 3 4 20 SUBTOTAL 4,867 103 38 217 245 Demolition of 45,900 sf of existing retail operating at 50% occupancy Rate (per 1,000 sf) (1) (2) (2) (3) (3) Trips 2339 40 17 108 112 TOTAL NET TRIPS 2,526 63 21 109 133 (continued) 0 Mr. Vincent L. Mas City of Lynwood Frontier Shopping Center REVISED Traffic Impact Analysis Jame 28, 1989 - Page 4 .• TABLE 2 REVISED cont. PRaYE T TRIP GENERATION Frontier Shocming Center — Traffic Impact Analysis Project Trip Generation Equa tions: (1) ln(T) = 0.65 ln(x) + 5.92 (2) In (T) = 0.60 ln(x) + 2.40 (3) In (T) = 0.52 ln(x) + 4.04 (4) 4.882 trips /1,000 sf (5) 0.569 trips /1,000 sf (6) 1.559 trips /1,000 sf (7) In(T) = 0.75 ln(A) + 3.77 (8) In (T) = 0.86 ln(A) + 1.34 (9) In(T) = 0.83 1n(A) + 1.46 Source: Institute of Transportation Engineers; Greer & Co., Engineers and Planners. _...- 1770 X A " Cr r1 �N m 7 Z ` �3iR / r � M 9 i POST PROJECT VOLUMES A.M. PEAK HOUR FRO NTIER SHO PPING CENTEP 0 F GURU 4 0 J J9 2 T '462. is � ms's w Z I- r� w Z w 0 • 14 � N a 2 a •qb� �6i q I VA, a V, ti �m / � l r W > /oz ei8 5 p w J Z C2 F- w z c w FIGURE POST PROJECT VOLUMES 5 0`a P.M. PEAK HOUR FRONTIER SHOPPING CENTER // 0 0 Mr. Vincent L. Mas City of Lynwood Frontier Shopping Center REVISED Traffic Impact Analysis June 28, 1989 - Page 7 TABLE 3 REVISED INTERSECTION CAPACITY ANALYSES — POST- PROJECT CONDITIONS Frontier Sh000ing Center — Traffic Impact Analysis Existing Volumes Fbst- Project Volumes A.M. P.M. A.M. P.M. Peak Hour Peak Hour Peak Hour Peak Hour Intersection L DS- 1 Vl LCS V/C LOS V/C LOS V C Century /Imperial F 1.02 E 0.91 F 1.03 E 0.94 Bullis /Century A 0.37 A 0.59 A 0.38 B 0.64 Bullis /Inperial B 0.65 C 0.71 B 0.66 C 0.73 Century/Ernestine A 0.22 A 0.31 A 0.23 A 0.35 1 ICS - Level of Service 2 V/C - Volume -to- Capacity Ratio Source: Greer & Co., Engineers and Planners 0 0 FiGURE CUMULATIVE VOLUMES A.M. PEAK HOUR 6 FRONTIER SHOPPING CENTER -1997 .--9 IMPERIAL HWY o� N Lf� n MO ' N N T w za� Zo 5 5og L13 0 -- � 4 r e � VQ ti J 11J ZI J m N LJ Z w FiGURE CUMULATIVE VOLUMES A.M. PEAK HOUR 6 FRONTIER SHOPPING CENTER 0 0 i C -/Z0 6o IMPERIAL HWY 103— ioa n M m / �N ^ X � t � 940 a J J m w G /Z 61 3 5 9 �tf l:J F- N w z c w m CUMULATIVE VOLUMES P.M. PEAK HOUR FRONTIE SHOPPING CENTER F GJHc 7 TABLE 4 REVISED INTERSECTION CAPACITY ANALYSES -- CUMULATIVE CONDITIONS (1993) Frontier Shoppinq Center -- Traffic Impact Analysis Cams lative Vot uses Existing Vol uses P.M. Post-Project Voltmes LOS V/C LOS A.H. F 1.13 P.M. 1.04 A.M. P.M. 0.70 C 0.72 Peak Hour Peak Hour Peak Hour Peak Hour Intersection IOSi �? LOS V/C LOS V/C LOS V/C Century /Iaperiat F 1.02 E 0.91 F 1.03 E 0.94 Buttis /Century A 0.37 A 0.59 A 0.38 8 0.64 Bull is /Inperiat 8 0.65 C 0.71 0 0.66 C 0.73 Century /Ernestine A 0.22 A 0.31 A 0.23 A 0.35 1 LOS - LeveL of Service 2 V/C - Vol uae-to- Capacity Ratio Source: Greer 8 Co., Engineers and Planners Cams lative Vot uses A.M. P.M. 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VNEC -- L'i961:CiM P0:O= ENIGMA W. vim UM I DIREP VOLUSE vs WE I � I - .... ._L 1 E: .. 1 - 921?h 1 .. .. ,.o.. .. aft .. .. .. I: LY .. ._ - - 1 'I __ -------------------------------------------------------------------------- GFEER 1 Ch. Elmore W FAWre ----- ------- F'-,01TIF :EVER MEET -- LYTEMY E0 P Al GENT70 KA• FER Wr OWN ;SC 1 MITHETE DOE A 0 --- ------ --------------- --------------- -------------------------------- I ----------- --------- 1 MPEP VOWES 5 LAT AN ALY00- Mi LKEAMCK 1 WHET i 11 4ET 14- QR7'-: - E - - - K 7r.:an 1 it! P-1v Ell Mi L e le I:., 77 Tr.I J. A: ROS 0 f i SO h- E i 44H --------------------- ------------------------------- its Eli&:7- A) ------ ----------------- --------------- - LYNWOOD REDEVELOPMENT AGENCY 11330 BULLIS ROAD LYNWOOD, CALIFORNIA 90262 (213) 6030220 Robert Henning, CHAIRMAN Paul Richards, VICE CHAIRMAN Louis J. Heine, MEMBER Armando Rea, MEMBER Evelyn Wells, MEMBER DATE: April 3, 1990 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Kenrick Karefa - Johnson, Interim Director Community Development Department SUBJECT: PROJECTNISOCONSISTENTIWITHHTHETEXISTING SUPERMARKET GENERAL PLAN I have reviewed the Scope of Development as presented by Mr. James Oh and described in the Owner Participation Agreement dated March 1990. I find the proposed development to be consistent with the General Plan classification of the site. The land uses, as described are consistent with the Lynwood Zoning ordinance and all development standards will be adhered to. Kenrick Karefa- Johnson Interim Director of Community Development 0 LYNWOOD REDEVELOPMENT AGENCY OWNER PARTICIPATION AGREEMENT by and between THE LYNWOOD REDEVELOPMENT AGENCY (Agency) and JAMES J. OH (Participant) March, 1990 TABLE OF CONTENTS PAGE I. [§ 100] SUBJECT OF AGREEMENT . . . . . . . . . . 1 A. (§ 101] Purpose of the Agreement . . . . . . . . 1 B. [§ 1021 The Redevelopment Plan . . . . . . . . . 1 C. [§ 1031 The Project Ares 1 D. [§ 1041 The Site . . , , , . . , 2 E. (§ 105] Parties to the Agreement 2 [§ 1. [ § 106 ] Agency . . . . . . . . . . ' . . 2 4. 2. [§ 107] Participant . * 2 G. (§ 108] Prohibition Against 2 H. (§ 109] Option Consideration . . . . . . . . . . 4 306) 2001 THE SITE . 4 A. [§ 201J Conditions Precedent to the Commencement of Construction . . . . . . . . . . . . 4 B. [§ 202] Removal of Covenants Preventing the C. [§ 203] D. [§ 204) E. [§ 205] F. [§ 206] G. [§ 207] H. [§ 2081 III. [§ 300] DEVELOPMENT OF THE SITE . . . . . . A. [§ 301] Development of the Site . . . Site . . 1. [§ 302]- Scope of Development . . . . 2. [§ 303] Approval of Development and Management Teams . . . . . . . 3. [§ 304] Design Concept Drawings . . . 4. [§ 305] Landscaping and Finish Grading Plans . 5. (§ 306) Construction Drawings . 6. (§ 307) Agency Approval of Plans Drawings And Related Documents . 7. [§ 308] Cost of Development . . . 8. [§ 309] Schedule of Performance . . . . . . 9. [§ 310] Indemnification During Construction: Bodily Injury and Property Damage Insurance 10. [§ 311] Antidiscrimination During Construc- tion /Minority and Local Recruiting 11. [§ 312] Local, State, and Federal Laws . . 0 5 6 6 7 7 7 8 h . 8 8 9 10 10 11 11 12 12 13 14 -i- Title Insurance . . . . . . . . . . Taxes and Assessments . . . . . . . . . Zoning of the Site . . . . . . . . . . . Condition of the Site . . . . Submission of Evidence of Financing . . . rj PAGE 12. (§ 13. [§ 14. [§ B. [§ 316] C. [§ 317] D. [§ 318] 1. [§ 2. [§ E. [§ 321] 3131 City and Other Governmental Agenc Permits . . . . . . . . . . . . . . 3141 Rights of Access . . . . . . . . . 3151 Construction Signs Uses . . . . . . . . . Taxes, Assessments, Encumbrances [§ and Liens Site . . . . . . . . 18 Prohibition Against Transfer . . . . . . Security Financing . . . . . . 319] No Encumbrances Except Mortgages, Local /Minority Deeds of Trust. Conveyances and Leases -Back or Other Conveyance . for Financing for Development . . . 320] Right of Agency to Cure Mortgage Deed of Trust, or Other Security Interest Default . . . . . . . . Certificate of Completion E. . . . . . . . 14 14 15 15 15 16 16 17 17 IV. (§ 400) USE OF THE SITE . . . . . . . . . . . . . . . 18 A. [§ 401J Uses . . . . . . . . . 18 B. [§ 4021 Maintenance of the Site . . . . . . . . 18 C. [§ 403] Obligation to Refrain From Discrimination and Local /Minority Recruiting . . . . . . , , , 19 D. [§ 404] Form of Nondiscrimination and Nonsearegation Clauses . . . . . . 19 E. [§ 405] Effect and Duration of Covenants 21 F. (§ 406) Rights of Access - Public Improvements and Facilities . . . . . . . . . . . . . 21 V. [§ 500] DEFAULTS, REMEDIES AND TERMINATION . . . . . 22 A. (§ 501] Defaults - General . . . . . . . . . . . 22 B. [§ 502] Legal Actions . . 22 1. [§ 503] Institution of Legal 22 2. [§ 504] Applicable Law . . . . . 23 3. [§ 505] Acceptance of Service of Process 23 C. [§ 506] Rights and Remedies are Cumulative . . . 23 D. [§ 507] Damages . . . . . . . . . . . . . 23 E. [§ 508] Specific Performance . . . . 24 F. (§ 509) Remedies and Rights of Termination . . . 24 1. [§ 510] Termination by Participant . . . . 24 2. (§ 511] Termination by Agency . . . . . . . 25 3. (§ 512) Right of Purchase . . . . 28 G. [§ 513] Liauidated Damaaes for Failure to Complete Improvements and Commence Operations . . . . . . . . . . . . . . . 28 VI. [§ 600] GENERAL PROVISIONS 29 A. [§ 601] Notices Demands and Co mmunications Between the Parties . . . . . . . . . . 29 -ii- PAGE B. [§ 602] Conflicts -of Interest . . . . 29 C. [§ 603] Nonliability of Agency Officials and Emnlovees . . . . 29 D. (§ 604) Enforced Delay: Extensions of Time of Performance . . . . . . . . . . 30 E. [ §.605] Real Estate Commissions 30 F. 606] Inspection of Books and Records . . . . 30 G. ,(§ [§ 607] Submission of Documents to the Agency for Approv . . . . . . . . . . . . . . 31 VII. [§ 700] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS_ 31 VIII.[§ 800] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY; DATE OF AGREEMENT . . . . . . . . . . . . . . 31 -iii- 0 ' I41 NO. 1 Site Map NO. 2 NO. 3 NO. 4 NO. 5 NO. 6 NO. 7 Legal Description of the Site Schedule of Performance E Agreement Containing Covenants Affecting Real Property (Agreement to be Recorded) Scope of Development Certificate of Completion Memorandum of Agreement L] 0 OWNER PARTICIPATION AGREEMENT THIS AGREEMENT is entered into by and between THE LYNWOOD REDEVELOPMENT AGENCY (the "Agency ") and James J. Oh (the "Participant "). The Agency and the Participant agree as follows: I. [§ 100] SUBJECT OF AGREEMENT A. [§ 101] Purpose of the Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan for the Lynwood Redevelopment Project Area A (the "Project ") by providing for the improvement of the hereinafter defined Site with the construction of a retail market, as more particularly described in this Agreement and its attachments. The improvements to be constructed by the Participant pursuant hereto are sometimes referred to herein as the "Participant Improvements ". This Agreement is entered into for the purpose of developing the Site and not for speculation. The development and operation of the Site for such uses pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City of Lynwood (the "City ") and the health, safety and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. This Agreement is subject to the provisions of the Redevelopment Plan, which was approved and adopted on July 3, 1973 by Ordinance 945; subsequently amended December 27, 1973 by Ordinance No. 960, on August 19, 1975 by Ordinance No. 990, on June 1, 1976 by Ordinance No. 1000, on December 7, 1976 by Ordinance No. 1010, on December 16, 1980 by Ordinance No. 1111, and on July 19, 1988 by ordinance No.88 -1308. Said ordinances and the Redevelopment Plan, as amended, are incorporated herein by reference and made a part hereof as though set forth in full. The Redevelopment Plan as amended is hereinafter referred to as the "Redevelopment Plan ". Any amendment hereafter to the Redevelopment Plan which changes the uses or development permitted on the Site as proposed in this Agreement or the restrictions or controls that apply to the Site shall require the written consent of the Participant. No other amendments to the Redevelopment Plan shall require the consent of the Participant. C. [§ 1031 The Project A The Redevelopment Project Area (the "Project Area ") is located in the City of Lynwood, in the State California. The exact boundaries of the Project Area are specifically and legally described in the Redevelopment Plan. D. [§ 104] The Site 1 6 The "Site" is that portion of the Project Area designated and illustrated.as such on the "Site Map" attached hereto and incorporated herein as Attachment No. 1, and having the legal description set forth in the "Legal Description of the Site ", incorporated herein as Attachment No. 2 to this Agreement. The property contained in the Site has easements appurtenant for non- exclusive parking over contiguous property. E. [§ 105] Parties to the Agreement 1. [§ 1061 Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The address of the Agency for purposes of this Agreement is: 11330 Bullis Road, Lynwood, California, 90262, Attention: Executive Director. "Agency" as used in this Agreement, includes the Lynwood Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. 2. [§ 1071 Participant Participant is an,unmarried man. The address of the Participant for purposes of this Agreement is Mr. James J. Oh, c/o Frontier Food Warehouse, 3831 East Century Blvd., Lynwood, California 90262. The Participant is an Owner Participant as defined in Section 406 of the Redevelopment Plan. •- •r •r r- -- rn The qualifications and identity of the Participant are of particular concern to the City and the Agency, and that it is because of those qualifications and identity that the Agency has entered into this Agreement with the Participant. The Participant represents and agrees that its undertakings pursuant to this Agreement are and will be used for the purpose of redevelopment of the Site and not for speculation in land holding. No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth below: -2- Prior to the issuance by the Agency of the Certificate of Completion pursuant to Section 321 hereof, the Participant shall not assign or transfer or attempt to assign of transfer all or any part of this Agreement or any rights herein without the express written consent of the Agency. After the issuance of a Certificate of Completion for all of the Participant Improvements but prior to the fourth anniversary of the issuance of the Certificate of Completion pursuant to Section 321 of this Agreement, the Participant shall not assign or transfer all or any part of this Agreement or any rights hereunder without the prior written approval of the Agency. After the issuance of the Certificate of Completion, the Agency shall not unreasonably withhold its approval of an assignment or sale to a proposed transferee having (i) at least five (5) years' experience in the management of markets of size and character comparable to (or larger than) than Participant Improvements within the State of California; (ii) managerial operational experience within the State of California; (iii) sufficient capital to operate the market to be developed hereunder for a period extending at least until the fourth anniversary of the'. issuance of the Certificate of Completion; (iv) a plan satisfactory to the Agency for management and operations of the market which includes general procedures and an enumeration of all key management personnel; and (v) entered into an agreement with the Agency assuming the executory obligations of the Participant for management of such portion as is proposed to be transferred at any time prior to said fourth anniversary. An operator satisfying the foregoing criteria (i) to (v), inclusive, shall be a "Qualified Operator ". Following said fourth anniversary, the Participant may assign or sell rights in this Agreement, together with a sale of the Site, without regard to this Section 108 which shall, as of such time, have,no effect with respect to such assignment or sale. In the absence of specific written agreement by the Agency, no assignment, transfer of this Agreement, any part thereof or any right therein or approval thereof by the Agency shall be deemed to relieve the Participant or any other party from any obligation under this Agreement. The restriction on assignment or transfer of this Agreement contained in this Section do not govern a sale, transfer or lease of the Site which matters are provided for in Section 317 hereof. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Participant and the permitted successors and assigns of the Participant. Whenever the term "Participant" is used herein, -3- 0 such term shall include any other permitted successors and assigns as herein provided. As part of the consideration for the development opportunity provided pursuant to this Agreement, the Participant shall pay to the Agency the sum of Five Thousand Dollars ($5,000) (the "Option Consideration "). Unless this Agreement is terminated by the Participant prior to the sixtieth (60th) day after the Agency executes this Agreement (the "Commitment Date ") the Agency shall be entitled to retain the Option Consideration upon payment without right of offset or recoupment by the Participant. The Agency and the Participant agree that in the event this Agreement should be terminated as the result of the default of the Participant prior to the sixtieth (60th) day after the execution of this Agreement by the Agency, the Agency would sustain damages (such as the loss of development opportunities and potential tax revenues), and that it would be impractical or extremely difficult to fix actual damages in case of Participant's default, that the amount of the Option the Consideration is a reasonable estimate of the damages which would be sustained by the Agency, and may be retained by the Agency as its own property without set -off or recoupment. Participant's Initials Here Agency's Initials Here II. [§ 200] THE SITE A. [§ 201] Conditions Precedent to Commencement of Construction The Participant shall complete each of the following by the respective times established therefor in the Schedule of Performance and prior to commencement of construction (Attachment No. 3) a. The Participant has deposited the Option Price with the Agency; b. the Participant shall have executed and recorded the Agreement to be Recorded in the form as attached as Attachment No. 4, which is incorporated herein by this reference; C. the Participant shall not be in material default of this Agreement; -4- 0 d. the Participant provides (certificates) conforming to Agreement; n U proof of insurance the requirements of this e. the Participant provides proof satisfactory to the Agency that the Participant has obtained the Evidence of Financing; f. the Participant has obtained all approvals required by Section 303 and 305 hereof. The foregoing items a through f, inclusive, together constitute the "Conditions Precedent to Commencement of Construction." B. [§ 202) Removal of Covenants Preventing the Prior to or following the execution of this Agreement, Participant may have requested or may request, in writing, that the Agency acquire any and all covenants or other interests in the Site required to effect the contemplated development thereof by Participant including without limitation the restrictive covenant preventing the operation of a food grocery market on the Site ( "restrictive covenant "). Upon the Agency's receipt of such request, provided.that the Participant is not in default of this Agreement, the Agency will immediately commence negotiations for the elimination of the restrictive covenant and any other restrictions on or interests in the Site which prevent the development of the Site in accordance with this Agreement. In the event that negotiations are unsuccessful, the Agency will consider a resolution of necessity or other appropriate action in,order to obtain the removal of said restrictive covenant. Nothing herein shall be construed as an approval of said resolution of necessity or other action. If the Agency chooses to consider a resolution of necessity, the Agency shall not be under any obligation to make the findings required by California Code of Civil Procedure § 1245.235, which findings must be based on substantial evidence presented at said hearing and subject to the Agency's exercise of discretion. At the time of such consideration, if any, the Agency shall consider the matter before it based on applicable legal standards. If the Agency approves the resolution of necessity or other action, it shall proceed to implement that approval expeditiously, subject to the Participant being in compliance with the Agreement. The Agency shall bear the first $100,000.00 of the cost of implementing this Agreement with respect to the removal of the restrictive covenant. Thereafter, Participant shall advance all additional costs of implementing this Agreement. The cost of -5- 0 0 removing the restrictive covenant (in excess of the first $100,000.00) shall be repaid by the Agency together with interest at the rate of eight percent (8$) per annum. The total amount of the repayment shall not exceed an amount equal to eighty percent (80 %) of the Agency's receipts of tax increment as the result of the construction of the supermarket in accordance with the Scope of Development. The Agency will not repay the relocation costs which are the responsibility of the Participant or the cost of removal of any other restrictions on or interests in the Site or any other costs of development [except as otherwise addressed herein]. Participant shall pay the Agency the cost of removing the restrictive covenant within ten days of receiving written notice from the Agency that payment of the cost of removing the restrictive covenant is required. In the event that negotiations are unsuccessful, the Agency will consider a resolution of necessity or other appropriate action in order to obtain the removal of any other restrictions on or interests in the Site (except as to the restrictive covenant referenced above). Nothing herein shall be construed as an approval of said resolution of necessity or other action. If the Agency chooses to consider a resolution of necessity, the Agency shall not be under any obligation to make the findings required by California Code of Civil Procedure § 1245.235, which findings must be based on substantial evidence presented at said hearing and subject to the Agency's exercise of discretion. At the time of such consideration, if any, the Agency shall consider the matter before it based on applicable legal standards. If the Agency approves the resolution of necessity or other action, it shall proceed to implement that approval expeditiously, subject to the Participant being in compliance with the Agreement. Participant shall reimburse the Agency for the cost of removing any other restrictions on or interests in the Site. Such reimbursement by Participant to the Agency shall not be repaid to Participant. C. [§ 2031 Condition of Title 1. The Site shall be subject to the covenants set forth in the Agreement to be Recorded, and the parties agree that the Agreement to be Recorded shall be recorded and encumber the entire Site including property presently owned by the Participant:. D. [§ 204] Title Insurance Prior to commencement of construction of any improvements on the Site, North American Title Insurance Company or another title insurance company satisfactory to the Participant and the Agency ( "Title Company ") shall provide and deliver to the Participant a title insurance policy issued by the Title Company insuring that the Site is vested in the Participant in the 'MI: condition required by this Agreement and in such condition as to allow for the development of the Site in accordance herewith. The title insurance policy for the Site shall be in the amount equal to the fair market value thereof as determined by the parties. The cost of title insurance shall be borne by the Participant. The Participant shall insure that the Agency receives copies of all title insurance applicable to the Site. E. [§ 205] Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site, the improvements thereon or any part of either or on any interest therein, and taxes upon this Agreement or any rights thereunder, levied,.assessed, or imposed for any period, shall be paid by the Participant. F. [§ 206] Zoning of the Site The zoning of the Site is presently "commercial ". The Participant shall be responsible at its own expense for the obtaining of any and all zone changes, variances, and permits which may be required for the Development of the Site in accordance herewith. The Agency agrees to provide appropriate assistance to and cooperation with the Participant to obtain all zoning and land use approvals from the City. Nevertheless, the City is not a party to this Agreement and is not bound hereby. Under no circumstances shall the Agency be responsible in any way for the condition of the Site or title thereto. It shall be the sole responsibility of the Participant, at the Participant's expense, to investigate and determine the soil conditions of the entire Site and the suitability of the Site, the improvements thereon or any part of either for the development to be constructed by Participant. If the soil conditions of the Site, or any part thereof, are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of the Participant to take such action as may be necessary to place the Site and the soil conditions thereof in all respects in a condition entirely suitable for the development of the Site as described in the Scope of Development (Attachment No. 5), and this which may include demolishing, clearing, or moving buildings, structures (including subsurface structures), or other improvements, and removal of hazardous, toxic and /or contaminating materials. The Participant agrees that it shall perform and shall be solely responsible for the clean -up of any hazardous, toxic and /or contaminating substances in or on the Site. -7- 0 0 The Participant hereby agrees to defend, release, indemnify and hold harmless the Agency, the City, their officers, employees and consultants, harmless from any and all claims, actions, liability fines, penalties, charges, damages and costs whatsoever (including attorneys' fees), arising out of or in connection with any work or activity of or for the Participant on or around the Site, and /or relating to the existence and /or removal of hazardous, toxic and /or contaminating materials. H. [§ 2081 Submission of Evidence of Financing within the times established therefor in the Schedule of Performance (Attachment No. 3), the Participant shall submit to the Agency evidence reasonably satisfactory to the Agency that the Participant has obtained sufficient equity capital and commitments for the financing, necessary for the development of the Site in accordance with this Agreement (the "Evidence of Financing"). The Agency shall approve or disapprove such Evidence of Financing within the times established in the Schedule of Performance (Attachment No. 3). Such approval shall not be unreasonably withheld. If the Agency shall disapprove any such evidence of financing, the Agency shall do so by written notice to the Participant stating the reasons for such disapproval. The Participant shall promptly obtain and submit to the Agency.new evidence of financing. The Agency shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section for the approval or disapproval of the evidence of financing as initially submitted to the Agency. III. [§ 3001 DEVELOPMENT OF THE SITE A. [§ 3011 Development of the Site 1. [§ 3021 Scone of Development The -Site shall be developed by the Participant in accordance with and within the limitations established in this Agreement, including, but not limited to the Schedule of Performance, the Scope of Development (Attachment No. 5), and all plans approved by the Agency pursuant to this Agreement. eta within the time specified in the Schedule of Performance, the Participant shall have provided the Agency, in detail satisfactory to the Agency, information relative to the construction management for the development of the Site and the general contractor. Said information shall include, but not be 0 0 limited to a description of the entities having responsibility for the management of construction and the general contracting, a description of the developments of a size and scope at least comparable to the development contemplated by this Agreement which have been successfully completed by such entities, and copies -of contracts for the management of the construction and the general contracting which each of the entities are prepared 'to enter into. The Participant shall also submit at the same time similar information regarding the entity or person which is to manage the Site (including maintenance entity and leasing agent) after construction is completed. Within thirty (30) days of receipt of such information, the Agency shall either approve or disapprove such entities; provided however, that the Agency shall not disapprove any contractor or construction manager demonstrating successful experience in the construction of similar shopping centers. In the event of disapproval, the Participant shall submit comparable information for another entity within 30 days after such disapproval which information shall be reviewed by the Agency in accordance with the provisions of this Section 303 relating to the original submission of information. As to the approval of a general contractor and construction manager and in lieu of the approval process described in the ,paragraph immediately above, the Participant may provide the same information as described therein for a number of contractors which the Agency will approve or disapprove, and the Participant may then select among those approved by any means he deems appropriate. Prior to the execution of this Agreement by the Participant, the Participant shall prepare and submit Design Concept Drawings and related documents for the development of the Site to the - Agency for review and written approval or disapproval. The Design Concept Drawings and related documents shall include (1) a site plan showing the placement and number of square feet of the Participant Improvements to be constructed on the Site, the uses of those-improvements, parking area and capacity, and general landscaping treatment and location, (2) rough elevations from each of the streets abutting the Site and from properties abutting the Site, and (3) a general description of the architectural theme of the improvements. The Site shall be developed as established in the Basic Concept Drawings and related documents except as changes may be approved in writing by both the Participant and the Agency. Any such changes shall be within the - limitations of the Scope of Development. ME 0 0 4. [§ 3051 Landscaping and Finish Grading Plans The Participant shall prepare and submit to the Agency for its approval or disapproval preliminary and final landscaping and preliminary and finish grading plans for the Site, and shall submit -to -the City a tentative tract map merging the existing parcels on the Site into the a single parcel, pursuant to the City's subdivision regulations. Those plans shall be prepared and submitted within the times established in the Schedule of Performance (Attachment No. 3). The landscaping plans shall be prepared by a professional landscape architect and the grading plans shall be prepared by a licensed civil engineer. Such landscape architect and /or civil engineer may be the same firm as the Participant's architect. Within the times.established in the Schedule of Performance, the Participant shall submit to the Agency for approval or disapproval the name and qualifications of its architect, landscape architect, and civil engineer. Within the time set forth therefor in the Schedule of Performance (Attachment No. 3), the Participant shall prepare and submit to the Agency, Construction Drawings, Landscape Plans, and related documents for development of the Site for architectural review and written approval or disapproval. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval. Within the time set forth therefor in the Schedule of. Performance (Attachment No. 3), the Participant shall prepare and submit to the Agency "Final Construction Drawings ", Final Landscaping Plan, Sign Program and Finish Grading Plan. Final Construction Drawings are hereby defined as those in sufficient detail to ,obtain a building permit. During the preparation of all drawings and plans, staff of the Agency and the Participant shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the Agency. The staff of Agency and the Participant 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 the City Department of Community Development or any other official, agency, department, division or bureau of the City of Lynwood having jurisdiction, the Participant, and the Agency shall cooperate to'accommodate such requirements. -10- i • 6. 3071 Agency Approval of Plans, Drawincrs, And Re ated Documents The Agency shall have the right of architectural review and approval of all plans and submissions, including any proposed changes therein. Architectural review shall be limited to the building exterior. The Agency shall approve or disapprove the plans, drawings and related documents referred to in Sections 304, 305 and 306 of this Agreement within the times established in the Schedule of Performance (Attachment No. 3). The Agency approvals shall not be unreasonably withheld. Any disapproval shall state in writing the reasons for disapproval and the changes which the Agency requests to be made. Such reasons and such changes must be consistent with the Scope of Development (Attachment No. 5) and any items previously approved hereunder. The Participant, upon receipt of a disapproval based upon powers reserved by the Agency hereunder shall revise the plans, drawings and related documents, and shall resubmit to the Agency as soon as possible after receipt of the notice of disapproval. If the Participant desires to make any change in any Drawings or plans after their approval by the Agency, such proposed change shall be submitted to the Agency for approval. The proposed change shall be approved or disapproved within the Agency's discretion and the Participant shall be notified in writing within thirty (30) days after submission. Any disapproval of any such change, in whole or in part, shall state in writing the reasons therefor, and such disapproval shall be made within said thirty (30) day period. Any plans or changes thereto submitted to the Agency by the Participant but which are neither approved nor disapproved within thirty (30) days after receipt by the Agency shall be deemed approved. 7. (§ 3081 Cost of Development The cost of preparing the Site shall be borne by the Participant, including but not limited to any costs of demolition, clearing or moving of existing improvements on or for the development of the Site, street improvement and related structures, sanitary sewers and storm drains, water system, electric power and street lighting, gas lines and telephone lines necessary to serve the development and /or the testing for and removal of any hazardous /toxic substances in or around the Site. However, the cost of underground utilities, to the extent shown as the Agency's responsibility in the Scope of Development, and all public improvements which may be desired by the city other than those specified in the Scope of Development as the responsibility of the Participant shall be borne by the Agency. -11- 0 0 All costs of developing the Site and constructing all improvements thereon and in connection therewith notwithstanding any requirement that such costs be borne by others (including the Agency), relocation of all occupants of the Site in accordance with the Agency's Relocation Guidelines and provisions of law, (including the cost of relocating the Participant if necessary), all governmental permits and approvals, costs of design and construction, and financing, shall be borne by the Participant. After the elimination of the Restrictive Covenant, the Participant shall, if not previously obtained, obtain all approvals required for the development of the Site, including those specified herein, promptly begin and thereafter diligently prosecute to completion the construction of the improvements on the Site and the development thereof as provided in the Scope of Development (Attachment No. 5) and plans approved pursuant hereto. The Participant shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 3). The Schedule of Performance is subject to revision from time to time as approved in writing by the Agency. During periods of construction, the Participant shall submit to the Agency a written report of the progress of the construction when and as reasonably requested by the Agency. The report, shall be in such form and detail as may be reasonably required by the Agency. 9. 3101 Indemnification During ConatructigM Bodily InIury and Property Damage I nsuran ce The Participant agrees to and shall defend, release, indemnify and hold harmless the Agency and the City and their officers, employees, contractors, consultants and agents harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur directly or indirectly as a result of or in connection with the acts of or on behalf of the Participant in connection with the development of the Site whether such damage shall occur or be discovered before or after termination of this Agreement. The Participant shall not be ,responsible for, and such indemnity shall not apply to the extent that such harm results from any negligence of the Agency and the City, or their respective agents, servants, employees, or contractors. -12- During the period commencing with any preliminary work by Participant on or with regard to the Site, and ending on the date when a Certificate of Completion has been issued with respect to the Site, the Participant shall take out, maintain and furnish or cause to be furnished to the Agency, duplicate originals or appropriate certificates (countersigned by an authorized agent of the insurer) of insurance as follows: A. Comprehensive general liability (bodily injury and property damage), automobile liability, (including owned, hired, and non -owned vehicles),.blanket contractual liability, and personal injury liability, all with limits not less than $1,000,000 combined single limit per occurrence. All such policies shall contain a waiver of subrogation for the benefit of the Agency and the City. B. Endorsements shall be obtained for the policies . providing the above insurance for the following three provisions: 1. Additional named insureds: "The City of Lynwood and the Lynwood Redevelopment Agency, their elective and appointive boards, officers, agents, consultants and employees are added as additional named insureds with respect to this subject project and contract with the Agency." 2. Notice. "Said policy shall not terminate nor shall it be cancelled or the coverage reduced until after 30 days written notice is given to the,Lynwood Redevelopment Agency." 3. Primary coverage: "Said policy and coverage as is afforded to the City of Lynwood and the Lynwood Redevelopment Agency, their elective and appointive boards, officers, agents, employees and consultants shall be primary insurance and not contributing with any other insurance maintained by the City of Lynwood or the Lynwood Redevelopment Agency." :� ! uITM•1 h. #• The Participant for itself agrees that in the construction provided for in this Agreement, discriminate against any employ because of sex, marital status, national origin, or ancestry. and its successors and assigns of the improvements on the Site the Participant will not ae or applicant for employment race, color, creed, religion, -13- The Participant shall insure that recruiting for employees required to be hired by contractors and subcontractors on the Site is conducted first within the City of Lynwood, and to the extent practicable within the Project Area. Special consideration shall be given to recruiting in minority areas of the City and the Project Area. within the time prescribed therefor in the Schedule of Performance, the Participant shall prepare and submit to the'Agency a Recruiting Plan which shall specify the methods by which the Participant intends to comply with the provisions of this paragraph. The Recruiting Plan shall be subject to the approval or disapproval of the Agency. In the event of disapproval, the Participant shall revise the Recruiting Plan so as to meet the objections of the Agency. To the greatest extent feasible, contracts performed in connection with the development of awarded to business concerns which are located the substantial part by persons residing in the and /or the City, provided such concerns are the responsible bidder. 11. [§ 312] for work to be the Site shall be Ln, or owned in Project Area lowest The Participant shall carry out the construction of the improvements on the Site in conformity with all applicable laws, including all applicable Federal and state labor standards. 1 12. [§ 3133 City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, and within the time prescribed therefor in the Schedule of Performance, the Participant shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work, including but not limited to conditional use permit(s), grading, building and sign permits and the parcel map.merging the Site described in Section 305 hereof. It is understood that the Participant's obligation is to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain a building permit. 13. [§ 3143 Rights of Acgess Representatives of the Agency and the City shall have the reasonable right of access to the Site, the improvements thereon or any part of either without charges or fees, at normal construction hours during the period of construction for any purpose deemed necessary by the Agency for carrying out the -14- purposes of this Agreement, or the provisions of the Redevelopment Plan, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of the Agency or the City shall be those who are so identified in writing by the Executive Director of the Agency. 14. [§ 315] Construction Signs The Participant shall place and maintaining on the Site during construction at least one sign indicating the respective parts of the Participant and the Agency in the Project, all in a form subject to the approval of the Agency. The cost of the sign shall be borne solely by the Participant.' The Participant shall pay when due all real estate taxes and assessments assessed and levied on or against the Site and each portion thereof. Nothing herein contained shall be deemed to prohibit the Participant from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Participant in respect thereto, so long as such contest shall not subject the Site or any portion thereof to forfeiture or sale. •[ •i :•• a at' - No voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Prior to the recordation by the Agency of a Certificate of Completion as described in Section 321 hereof, the Participant shall not make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site or the improvements thereon within such Phase without prior written approval of the Agency. This prohibition shall not apply to the Site (or any portion thereof) subsequent to the recordation of the Certificate of Completion with respect thereto. This prohibition shall not be deemed to prevent the granting of easements or permits necessary for the development of the Site pursuant to the Scope of Development, nor shall it prohibit granting any security interests expressly described in this Agreement for financing the acquisition and development of the Site. In the event that the Participant does sell, transfer, convey or assign any part of the Site or any improvements thereon as prior to the issuance of the Certificate of Completion, or attempt to do so, the Agency shall be entitled.to Any right or remedy authorized herein or in law or equity. -15- After the issuance of a Certificate of Completion for all of the Participant Improvements but prior to the fourth anniversary of the issuance of the Certificate of Completion as described in Section 321 hereof, the Participant shall not sell, transfer, convey, or assign all or any part of the Site or the improvements thereon without the prior written approval of the Agency. After the issuance of the Certificate of Completion, the Agency shall not unreasonably withhold its approval of an sale or transfer to Qualified Operator. Whenever the Participant does sell, transfer convey or assign the Site, he shall only sell, transfer, convey, or assign the Site as a whole and is not permitted to further subdivide the Site for the duration of the Redevelopment Plan without the prior written consent of the Agency. In the absence of specific written agreement by the Agency, no sale, transfer, conveyance or assignment of the Site, or any portion thereof, or the improvements thereon, or approval by the Agency of any such sale, transfer, conveyance or assignment, shall be deemed to relieve the Participant or any other party from obligations under this Agreement. D. [§ 318) Security Financing [§ 319] Notwithstanding Section 316, mortgages, deeds of trust, conveyances and leases -back, or any other form of conveyance required for any reasonable method of financing are permitted before the recordation of the Certificate of Completion (referred ` to in Section 325 of this Agreement), but only for the purpose of securing loans of funds to be used only for financing the construction of improvements on the Site, and any other expenditures necessary and appropriate to develop the Site under this Agreement. The Participant shall not enter into any such mortgage or deed of trust without the prior written approval of the Agency, which will not be unreasonably withheld. The words "mortgage" and "deed of trust" as used herein include all other modes of financing real estate acquisition, construction, and land development. The Participant shall remove or have removed any levy or attachment made on the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. -16- 0 The Participant shall notify the Agency in advance of any mortgage, deed of trust or sale and lease -back financing, if the Participant proposes to enter into the same before the issuance of the Certificate of Completion. 2. [§ 320] Prior to the recordation of the Certificate of Completion (referred to in Section 321 of this Agreement), and after the Participant has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Site (or any portion thereof), the Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Participant to pay or make provisions for the payment of any tax, assessment, lien or charge so long as the Participant in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Site (or any portion thereof) to forfeiture or sale. F. [§ 3211 Certificate of Completion Promptly after completion of all construction and development to be completed by the Participant upon the Site, as determined by the Agency, and after the approval by the Agency of the Property Management Program as' described in Section 402 hereof, the Agency shall furnish the Participant with a Certificate of Completion upon written request therefor by the Participant. Such Certificate shall be in the form of Attachment No. 6 hereto. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be, and shall state that it is, a conclusive determination of satisfactory completion of the construction and development required by this Agreement upon the Site. The Certificate of Completion shall not constitute a determination of satisfactory compliance with any other provision of this Agreement. After the recordation of the Certificate of Completion, any party then owning or,thereafter purchasing, leasing, or otherwise acquiring any interest therein shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the Agreement to be Recorded. The Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the Recorder of Los Angeles County. If the Agency refuses or fails to furnish a Certificate of Completion for the Site after written request from the Participant, the Agency shall, within thirty (30) days of the -17- written request, provide the Participant with a written statement which details the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Participant must take to obtain a Certificate of Completion. If the Agency shall have failed to provide such written statement within said thirty '(30) day period, the Participant shall be deemed entitled to the Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Participant with the Agency in an amount representing a fair value of the work not yet completed. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, nor any part thereof. Such Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. IV. [§ 400] USE OF THE SITE A. [§ 4011 Uses The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that during construction and thereafter the Participant its successors and assigns shall develop and devote the Site to the uses specified in.the Redevelopment Plan, the Scope of Development (Attachment No. 5), the Agreement to be Recorded (Attachment No. 4), this Article IV and all plans approved by the Agency pursuant to this Agreement and shall divide the Site only as prescribed herein. B. [§ 402] Maintenance of the Site Solely at the Participant's expense the Participant shall maintain the improvements on the Site in good condition and appearance, consistent with the plans and specifications approved by the Agency pursuant to this Agreement. Participant shall keep the Site free of graffiti, debris and waste materials. The Participant shall also maintain the landscaping required to be planted under the Scope of Development (Attachment No. 5) in a healthy condition. If, at any time, Participant fails to maintain the Site as required by this Section 402, and said condition is not corrected after the expiration of thirty (30) days from the date of written CFM notice from the Agency, either the Agency or the City may perform the necessary landscape or other maintenance, or other actions and Participant shall pay all costs incurred for such maintenance. C. (§ 403) The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,.tenure or enjoyment of the Site nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees of the Site. The Participant shall insure that all leases of any of the Participant Improvements contain the following provision: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following condition: That in recruiting for employees to be hired to work in the Leased Premises, the Lessee shall recruit first within the City of Lynwood and particularly within the Lynwood Redevelopment Project Area "A ", and that such recruiting efforts shall be focused, insofar as possible in the minority areas of the City. The Lessee shall submit a recruiting plan to the Lynwood Redevelopment Agency which must be approved before the recruiting takes place." In addition, as to those portions of the Participant Improvements which are to be operated by the Participant, the Participant agrees to abide by the above described provision which is made a part of this Agreement. D. [§ 404] The Participant shall refrain from restricting the rental, sale or lease of the property on the basis of sex, marital status, race, color, creed, religion, ancestry or national origin of any person. All deeds, leases or contracts shall contain or -19- be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: I That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants, or vendees in the land herein leased." 3. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease;—transfer, use, occupancy, tenure or enjoyment of�the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, -20- lessees, subtenants, sublessee, or vendees of the land." The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Participant and any successor in interest to the Site or any part thereof for the benefit and in favor of the Agency, its successors and assigns, and the City. Such covenants as are to survive the issuance of the Certificate of Completion by the Agency shall be as set forth in the Agreement to be Recorded and the Conveyancing Instrument. The covenants, contained in this Agreement shall remain in effect until the issuance of the Certificate of Completion. The covenants contained in the Agreement to be Recorded and the Conveyancing Instrument shall remain in` effect as specified therein. The covenants against racial discrimination shall remain in effect in perpetuity. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all 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 breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. F. [§ 406] Rights of Access - Notwithstanding the Participantts obligation to maintain the improvements to the Site as set forth in Section 402 above, the Agency for itself, and for the City and other public agencies, at their sole risk and expense, reserve the right to enter the Site or any part thereof at all reasonable times and with as little interference as possible, for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to Participant. Any damage or injury to the Site resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. -21- V. (§ 5001 DEFAULTS, REMEDIES AND TERMINATION A. (§ 5011 Defaults - General Subject to the extensions of time set forth in Section 604, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. As provided below and except as required to protect against further damages, the injured party may not institute proceedings against the defaulting party until thirty (30) days after giving notice of the default has expired. Notwithstanding any provision of this Agreement to the contrary, the Participant agrees and acknowledges that any failure or delay of the Agency to acquire any and all covenants or other interests in the Site required to effect the contemplated development thereof by Participant, .including without limitation the restrictive covenant preventing the operation of a food grocery market on the Site, shall not give rise to any cause of action for damages and shall not be deemed to constitute breach of this Agreement. Acti B. 5021 Lecral [5 5031 I nstitution of Lectal Action Except for actions for the recovery of certain damages (as set forth in Section 507 herein), and for specific performance (as set forth in Section 508 herein), and in addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy in law or equity consistent with the purpose of this Agreement. All legal actions on this Agreement must be instituted in the Superior Court of the County of Los Angeles, State of California, in any -22- 0 0 other appropriate court of that county, or in the Federal District Court in the Central District of California. 2. (§ 5041 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. F-3 4W-f47qkTj - In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon an officer of the Participant, or in such manner as may be provided by law, and shall be valid whether made within or without the State of California. Unless and only to the extent that rights and remedies are expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. (§ 5071 Damaaes If either party defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, the defaulting party shall be liable to the nondefaulting party for any damages caused by such default which are not described in Sections 109 or 513 herein, and the nondefaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. No such notice or 11 30 day grace period" shall be applicable to the damages described in Sections 109 or 513 herein. -23- E. [4 508] Specific Performance If either party defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement the nondefaulting party, at its option, may thereafter (but not before) commence an action for specific performance of the terms of this Agreement pertaining to such default. (a) In the event that the Participant requests in writing, that the Agency acquire any and all covenants or other interests in the Site required to effect the contemplated development thereof by Participant, including without limitation the restrictive covenant preventing the operation of a food grocery market on the Site, and: (1) the Agency does not commence negotiations for elimination of the restrictive covenant and any other restrictions and /or interests in the site which prevent the development of the Site in accordance with this Agreement, within ninety (90) days after the date that written notification thereof by Participant is received by the Agency; or (2) if the Agency commenced negotiations for elimination of the restrictive covenant and any other restrictions and /or interests in the Site which prevent the development of the Site in accordance with this Agreement, and those negotiations are unsuccessful, the Agency fails to consider a resolution of necessity or other appropriate action in order to remove the restrictive covenant and any other restrictions and /or interests in the Site; or (3) if the Agency considers a resolution of necessity or other appropriate action in order to remove the restrictive covenant and any other restrictions and or interests in the Site and does not adopt the resolution of necessity or is otherwise unable to remove the restrictive covenant and any restrictions and /or other interests in the Site -24- E F which prevent the development of the Site in accordance with this Agreement, then this Agreement shall, at the option of the Participant be terminated by written notice thereof to the Agency, and neither the Agency nor the Participant shall have any further rights against or liability to the other under this Agreement or with respect to the Site, except that any monies theretofore paid by the Participant as a portion of the cost to remove the restrictive covenant and the Option Consideration shall be immediately repaid to the Participant except for the portion thereof previously expended by the Agency in the effort to eliminate the restrictive covenant. (b) In the event that the Participant, prior to the date specified in the Schedule of Performance, has reasonably determined that the existence of hazardous and /or toxic waste on or beneath the surface of the Site or the soils condition of the Site renders the development contemplated by this Agreement economically infeasible, then this Agreement shall at the option of the Participant be terminated by written notice thereof to the Agency, and neither the Agency nor the Participant shall have any further rights against or liability to the other under this Agreement or with respect to the Site except as not forth in Section 514 hereof. (c) In the event that the Participant, prior to the time specified therefor in the Schedule of Performance has been unable after good faith efforts, to remove any restrictions on the use of the Site or any part thereof which may impede the development of the Site in accordance with this Agreement, then this Agreement shall at the option of the Participant be terminated by written notice thereof to the Agency, and neither the Agency nor the Participant shall have any further rights against or liability to the other under this Agreement or with respect to the Site. 2. [§ 511] Termination by Aaency (a) The Agency at its option may terminate this Agreement if it does not make the determination required to aid the Participant if such aid is necessary in order to effectuate the redevelopment in accordance herewith. In the event of such termination pursuant to this paragraph, neither the Agency nor the Participant shall have any further rights against or liability to the other under this Agreement or with respect to the Site except that in the event that the Participant is not in default of this Agreement, he shall be entitled to the return of the Option Consideration. (b) The Agency at its option may terminate this Agreement in the event that, in violation of this Agreement: -25- E �-I (i) the Participant (or any successor in interest) assigns or attempts to assign the Agreement or any right therein, or in the Site, or any portion thereof or any of the improvements thereon contrary to any provision; or (ii) the Participant fails to submit certificates of insurance, Evidence of Financing, plans, drawings, and related documents as required by this Agreement by the dates respectively provided in this Agreement therefor; or (iii) the Participant fails to make the payments required pursuant to Section 701 hereof; (iv) the Participant has failed to satisfy the Participant's Conditions Precedent to the Commencement of Construction within the times provided therefor; (v) Fail to commence construction of the improvements as required by this agreement for a period of sixty (60) days after written notice to proceed from the Agency; (vi) Abandon or substantially suspend construction of the improvements for a period of sixty (6o) days after written notice of such abandonment or suspension from the Agency; or (vii) Fail to complete the construction of the improvements in accordance with this Agreement; or (viii) Transfer or suffer any involuntary transfer of the Site, or any part thereof, in violation of this Agreement, and such violation shall not be cured within ninety (90) days after written demand by Agency to Participant. and default or failure referred to in any subdivision of this Section 511(b) shall not be cured within thirty (30) days after the date of transmission of written demand by the Agency; then this Agreement and any rights of the Participant, or any assignee or transferee, in this Agreement, or arising therefrom with respect to the Agency, shall at the option of the Agency, be terminated by the Agency by written notice to the Participant, and neither the Agency nor the Participant (and /or such assignee or transferee), shall have any further rights against or liability to the other under this Agreement or with respect to the Site, except that to the extent that the Covenant Costs has -26- been paid to the Agency, less any amounts thereof previously expended to eliminate the restrictive Covenant, and less the amount of any damages to which the Agency may be entitled hereunder, it shall be refunded to the Participant; and except as the Agency may be otherwise entitled to damages or other remedies under this Agreement or in law or equity; and except as except as set forth in section 512 hereof. (c) In the event that the Partipant requests in writing, that the Agency acquire any and all covenants or other interests in the Site required to effect the contemplated development thereof by Participant, including without limitation the restrictive covenant preventing the operation of a food grocery market on the Site, and: (1) the Agency does not commence negotiations for elimination of the restrictive covenant and any other restrictions and /or interests in the Site which prevent the development of the Site in accordance with this Agreement, within ninety (90) days after the date that written notification thereof by Participant is received by the Agency; or (2) if the Agency commenced negotiations for elimination of the restrictive covenant and any other restrictions and /or interests in the Site which prevent the development of the Site in accordance with this Agreement, and those negotiations are unsuccessful, the Agency fails to consider a resolution of necessity or other appropriate action in order to remove the restrictive covenant and any other restrictions and /or interests in the Site; or (3) if the Agency considers a resolution of necessity or other appropriate action in order to remove the restrictive covenant and any other restrictions and or interests in the site and does not adopt the resolution of necessity or is otherwise unable to remove the restrictive covenant and any restrictions and /or other interests in the Site which prevent the development of the Site in accordance with this Agreement, then this Agreement shall at the option of the Agency be terminated by written notice thereof to the Participant, and neither the Agency nor the Participant shall have any further rights against or liability to the other under this Agreement or with respect to the Site. -27- 0 0 the Agency, in the event of a failure to timely complete the improvements on the Site shall be entitled to any and all damages to which it may be entitled pursuant to law or equity. 6. The remedy provided in this Section 513 is not exclusive of remedies other than damages, but is in lieu of any other damage remedy which would have been applicable to this default. Participant's Initials Here Agency's Initials Here VI. [§ 6001 GENERAL PROVISIONS A.. [§ 6011 Notices. Demands. and Communications Between the Parties Formal notices, demands, and communications between the Agency and the Participant shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Participant, as designated in Sections 106 and 107 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. B. [§ 6021 Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he : is, directly or indirectly, interested. The Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. "Third parties" for purposes of this Agreement shall.not be deemed to include persons to whom fees are paid or are to be paid for professional services, such as attorneys, accountants, engineers, architects and development consultants, when such fees are reasonably considered necessary for the development of the Site by the Participant. N onliability of A ,, E No member, official, employee or consultant of the Agency or the City shall be personally liable to the Participant, or any -29- 0 0 su bmission h= •, Ap . - When this Agreement requires the Participant to submit plans, drawings or other documents to the Agency for approval, which shall be deemed approved if not acted on by the Agency within the specified time, said plans, drawings or other documents shall be accompanied by a letter stating that they are being submitted and will be deemed approved unless rejected by the Agency within the stated time. VII. [§ 700) ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement shall be executed in five duplicate originals each of which is deemed to be an original. This Agreement includes thirty (30) pages and seven (7) attachments which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Site. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency or the Participant, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Participant. This Agreement and any provisions hereof may be amended by mutual written agreement by Participant and the Agency and such amendment shall not require the consent of any other fee owner, tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust, or any other person or entity having an interest in the Site. It is hereby agreed and understood by the agency and the Participant that the "Memorandum of Agreement." which is attached hereto as Attachment No. 7 and is incorporated herein by reference, shall be recorded in the Office of the County Recorder of the County of Los Angeles immediately upon execution of this Agreement by bother parties hereto, or at such other time as may be designated by the Agency. VIII.[§ 800) TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY; DATE OF AGREEMENT This Agreement, when executed.by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within forty -five (45) days after this Agreement is signed by the Participant, or this Agreement may be terminated by the Participant on written notice to the Agency. -31- 0 0 The date of this Agreement shall be the date it is signed by the Agency. Dated: ATTEST: By: Secretary APPROVED AS TO FORM: KANE, BALLMER AND BERKMAN Agency Special Counsel By LYNWOOD REDEVELOPMENT AGENCY (Agency) By: Executive Director JAMES OH (Participant) Dated: k: \cp \lyn \prof#& \oh \mar90.0VA -32- ATTACHMENT N0. 1 Site Map 1� PARKING EASE T. AREA C� N Q dp B 4 �\ 7 /, \ 4 r TRACT NO. 15016 IMPORTANT: this a nO • ilq of wrv". If I 'Um"W .. • onv.nmwma ro Wa» m 1 :.nc Inawarr. m.r.on . .. .._.. .... ..J �. -__ I...J ♦1. 1I. L::[ -. :. ...... -J M. r.�ww nI r -17�M0 we�www 6. Submission of Construction Drawings and Related Documents and the Recruiting Plan Participant shall submit construction drawings and all other plans and documents required by Section 304 and the Recruiting Plan. 0 Within twelve (12) weeks after Agency approves Design Concept Drawings. 7. Agency Review of Within four (4) weeks after Construction Drawings and submittal by Participant. Related Documents Agency approves or disapproves construction drawings and other documents or plans. Submission of Revised Within three (3) weeks after Construction Drawings and disapproval, until approval Related Documents If is granted. original submittal or resubmittal disapproved, Participant revises disapproved plans or documents and resubmits to Agency. • •11 • � �.• • 1141. �1iF�3 :1�i��I���f• }�:L���:i4F�w1 9. Submis r.ion urawings ana i,anascaoing Plan Participant shall submit to the Agency complete Construction (working) Drawings and a Final Landscaping Plan, Sign Program, and Finish Grading Plan. Within four (4) weeks after approval of the Construction Drawings, but in no event later than June 1, 1990. 10. Drawings and Plans The Agency shall approve or disapprove the Complete Construction (working) Drawings and the Landscaping Plan, Sign Program, and Finish Grading Plan. Within four (4) weeks after submittal. • 11. Revisions. if any Participant shall prepare revised Construction (working) Drawings as necessary, and submit them to Agency for review. 12. Final Review of Complete Drawings The Agency shall approve the revisions submitted by the Participant provided that the revisions necessary to accommodate the Agency's comments have been made. 13. Permits Participant shall obtain all building and other permits needed to commence construction of the Participant Improvements. Agency shall provide appropriate assistance to Participant as requested from time to time in dealing with all City agencies. 0 Within two (2) weeks after receipt of Agency's comments. Within two (2) weeks after submittal by Participant. Not later than six (6) weeks after final approval of complete drawings. Approval of the Finish Grading Plan, completion of Final Landscaping Plan and Sign Program, and the satisfaction of the Conditions Precedent to the Commencement of Construction are all conditions to the issuance of building permits. Building permits shall be obtained not later than September 1, 1990. 14. Soils Condition Not later than sixty (60) Participant shall inspect the days after execution of the condition of the Site for Agreement. soil conditions provide a report to Agency of such condition. 15. Negotiations The Within thirty (30) days after Participant shall commence the execution of this negotiations for the Agreement, subject to the elimination of the conditions set forth in Restrictive Covenants. Section 204. 16. Determination of Assistance. Within seventy five (75) days Agency and Participant shall. after execution of this determine assistance re: §§ Agreement by the Agency. 201.e and 701. 0 17. Financinc Participant shall submit to Agency evidence of financing for the Participant Improvements. 18. Approval - Evidence of Financing Agency shall approve or disapprove evidence of financing. • Within thirty (30) days after Agency approval of final construction drawings but before commencement of construction. Within fifteen (15) days after receipt. 19. Conditions Precedent By September 1, 1990. Participant satisfies all of the Conditions Precedent to the Commencement of Construction. 20. Submission - Evidence of Within thirty (30) days after Insurance Participant shall Agency approval of final submit to Agency evidence of construction drawings but insurance. before commencement of construction. 21. Construction Management Within thirty (30) days after Participant shall submit submittal of final evidence of the construction construction drawings. management team. 22. Approval - Construction Within twenty (20) days after Management Agency shall submitted to Agency. approve or disapprove the construction management team. 23. Conditions Precedent By April 1, 1990. Participant satisfies all of the Conditions Precedent to the Elimination of Restrictive Covenant. 24. Commencement of Not later than September 1, Construction Participant 1990. shall commence construction of the Participant Improvements. 25. Completion of Construction and Commencement of Operations Participant shall complete construction of all of the Participant Improvements and commence operations of all improvements of which he has control. k: \c9 \Lyn \pro#a \oh \opanew.at3 • Not later than eighteen (18) months after the earlier of (i) the commencement of construction of the Participant Improvements or (ii) March 1, 1992, whichever is earlier. LYN.GEN \CB \OH.AT4 ATTACHMENT NO. 4 RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO: The Lynwood Redevelopment Agency 11330 Bullis Road Lynwood, California 90262 Attention: Executive Director LYNWOOD REDEVELOPMENT PROJECT AREA "A" AGREEMENT CONTAINING COVENANTS AFFECTING REAL PROPERTY THIS COVENANT AGREEMENT is entered into this day of by and between THE LYNWOOD REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency ") and JAMES OH, an un married man, ( "Participant "), with reference to the following: A. Agency and Participant have entered into that certain Owner Participation Agreement dated as of , '1990(the "Participation Agreement ") pursuant to which, among other things, the Agency will assist the Participant to eliminate a certain restrictive covenant imposed on land owned by the Participant described therein as the Site, as described in the Legal Description attached hereto as Exhibit A (the "Site "), for the construction thereon of a development containing a minimum of square feet of supermarket and related improvements (the "Improvements "). All capitalized terms which are not defined herein shall be defined in accordance with their meanings as set forth in the Participation Agreement. B. The Site is within Redevelopment Project Area " A " of the City of Lynwood (the "Project Area ") in the City of Los Angeles, and is subject to the provisions of the Redevelopment Plan for the Project Area adopted by the City Council of the City of Lynwood on July 3, 1973 by Ordinance 945; subsequently amended December 27, 1973 by Ordinance No. 960 and on August 19, 1975 by Ordinance No. 990, and on June 1, 1976 by Ordinance No. 1000, and on December 7, 1976 by Ordinance No. 1010, and on December 16, 1980 by Ordinance No. 1111 on July (5], 1988, by Ordinance No.88- 1308Said Ordinances and the Redevelopment Plan as amended is inc:�-'porated herein by reference and made a part hereof as though set forth in full. The Redevelopment Plan as amended is hereinafter referred to as the "Redevelopment Plan ". The word Participant, as used herein, unless the contest otherwise requires shall be deemed to refer to the Participant and any successors and /or assigns of the Participant whatsoever whether voluntary or involuntary. C. The Participation Agreement contains provisions relating to the continued use and operation of the project Attachment No Page 1 of f 0 0 following completion of construction. The grant deeds by which the Agency is conveying a portion of the Site to the Participant set forth some of these continuing provisions. However, by mutual agreement, the Agency and the Participant have agreed to set forth certain continuing obligations relating to the operation of the project in this document. NOW, THEREFORE, THE AGENCY AND THE PARTICIPANT HEREBY AGREE AS FOLLOWS: 1. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof or the improvements thereon that prior to the issuance of the Certificate of Completion pursuant to the Participation Agreement, it shall abide by and fulfill all of the covenants contained therein which apply to the Site prior to such issuance. 2. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof or the improvements thereon that it shall perform and shall be solely responsible for the clean -up of any hazardous, toxic and /or contaminating substances in or on the Site. 3. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that it shall defend, release, indemnify and hold harmless the Agency, the City, their officers, employees and consultants, harmless from any and all claims, actions, liability fines, penalties, charges, damages and costs whatsoever (including attorneys' fees), arising out of or in connection with any work or activity of or for the Participant on or around the Site, and /or relating to the existence and /or removal of hazardous, toxic and /or contaminating materials. 4. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that it shall defend, release, indemnify and hold harmless the Agency and the City and their officers, employees, contractors, consultants and agents harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur directly or indirectly as a result of or in connection with the acts of or on behalf of the Participant in connection with any construction on the Site. The Participant shall not be responsible for, and such indemnity shall not apply to the extent that such harm results from any negligence of the Agency and the City, or their respective agents, servants, employees, or contractors. Attachment No. Page 2 of 8 0 5. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that at all times during any demolition and construction on the Site, the Participant shall provide for and shall maintain appropriate construction fencing and security with respect to the Site, to the satisfaction of the Agency. At all times during construction, the Participant shall require its contractors to carry out any required nighttime construction activities with due regard to the residential uses in the immediate neighborhood of the Site. 6. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that in any construction on the Site, the Participant will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, creed, religion, national origin, or ancestry. The Participant and such successors and assigns shall insure that recruiting for employees required to be hired by contractors and subcontractors for any construction on the Site is conducted first within the City of Lynwood, and to the extent practicable within the Project Area. Special consideration shall be given to recruiting in minority areas of the City and the Project Area. Such recruiting shall be conducted in accordance with a Recruiting Plan which shall have been approved by the Agency. To the greatest extent feasible, all contracts for work to be performed in connection with the development of the Site shall be awarded to business concerns which are located in, or owned in the substantial part by persons residing in the Project Area. 7. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that it shall pay when due all real estate taxes and assessments assessed and levied on or against the Site and each portion thereof from the date of recordation of this Covenant Agreement. Nothing herein contained shall be deemed to prohibit the Participant from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Participant in respect thereto, so long as such contest shall not subject the Site or any portion thereof to forfeiture or sale. 8. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that after the issuance of a Certificate of Completion for all of the Participant Improvements but prior to the fifth anniversary of the execution of this Covenant Agreement, the Participant shall not sell, transfer, convey, or assign all or any part of the Site or the improvements thereon without the prior written approval of the Agency. After Attachment No. Page 3 of 8 0 the issuance of the Certificate of Completion, the Agency shall not unreasonably withhold its approval of an sale or transfer to Qualified Operator as defined in Section 406 of the Participation Agreement. Whenever the Participant does sell, transfer convey or assign the Site, he shall only sell, transfer, convey, or assign Site as a whole and is not permitted to further subdivide the Site for the duration of the Redevelopment Plan. 9. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that in the event of a default or breach by the Participant of a mortgage, deed of trust or other security interest with respect to the Site (or any portion thereof) prior to the issuance of a Certificate of Completion by the Agency, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Participant of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be• entitled to a lien upon the Site (or portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to the mortgage or deed of trust permitted by Section 319 of the Participation Agreement. 10. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that during construction and thereafter the Participant its successors and assigns shall develop and devote the Site to the uses specified in the Redevelopment Plan, the Scope of Development (Attachment No. 6 to the Participation Agreement), this Covenant Agreement, Article IV of the Participation Agreement and all plans approved by the Agency pursuant to the Participation Agreement and shall use the Site as one parcel only. 11. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Participant shall maintain all improvements on the Site in good condition and appearance, consistent with the plans and specifications approved by the Agency pursuant to this Covenant Agreement. Participant shall keep the Site free of graffiti, debris and waste materials. The Participant shall also maintain the landscaping required to be planted under the Scope of Development (Attachment No. 4 to the Participation Agreement) in a healthy condition. If, at any time, Participant fails to maintain the Site as required by this Paragraph 12, and said condition is not corrected after the expiration of thirty (30) days from the date of written notice from the Agency, either the Agency or the City Attachment No. 4 Page 4 of 8 0 may perform the necessary landscape or other maintenance and Participant shall pay all costs incurred for such maintenance. 12. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site nor shall the Participant itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees of the Site. The Participant shall insure that all leases of any of the Participant Improvements contain the following provision: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following condition: That in recruiting for employees to be hired to work in the Leased Premises, the Lessee shall recruit first within the City of Lynwood and particularly within the Lynwood Redevelopment Project Area "A ", and that such recruiting efforts shall be focused, insofar as possible in the minority areas of the City. The Lessee shall submit a recruiting plan to the Lynwood Redevelopment Agency which must be approved before the recruiting takes place." In addition, as to those portions of the Participant Improvements which are to be operated by the Participant, the Participant agrees to abide by the above described provision which is made a part of this Covenant Agreement. 13.. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Participant shall refrain from restricting the rental, sale or lease of the Site or any portion thereof or the improvements thereon on the basis of sex, marital status, race, color, creed, religion, ancestry or national origin of any person. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there Attachment No. 4 Page 5 of 8 C� • shall be no discrimination against or segregation of, any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases:• "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants, or vendees in the land herein leased." C. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants,, lessees, subtenants, sublessee, or vendees of the land." 14. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Agency, the City and other public agencies, at their sole risk and expense, may enter the Attachment No. 4 Page 6 of 8 • • Site or any part thereof at all reasonable times and with as little interference as possible, for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to Participant. Any damage or injury to the Site resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. 15. The Participant hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Participant shall provide reasonable preferences for existing businesses presently located on the Site to become lessees ahead of other businesses which are not presently located on the Site to the extent that such existing business uses are consistent with the development, at rental rates and other lease terms consistent with rental rates and lease terms offered to similar tenants of the development. 16. The covenants established in this Covenant Agreement shall, without regard to technical classification and designation, be binding on Participant and any successor in interest to the Site or any part thereof for the benefit and in favor of the Agency, its successors and assigns, and the City. The covenants, contained in this Covenant Agreement shall remain in effect for the duration of the Redevelopment Plan as it may be amended from time to time. However, the covenants against racial discrimination shall remain in effect in perpetuity. The Agency is deemed the beneficiary of the terms and provisions of this Covenant Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Covenant Agreement and the covenants running with the land have been provided. This Covenant Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if this Covenant Agreement or covenants are breached, to exercise all 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 breaches to which it or any other beneficiaries of this Covenant Agreement and covenants may be entitled. THE LYNwobD REDEVELOPMENT AGENCY Dated: By: Attachment No. 4 Page 7 of 8 LI Approved as to form: KANE, BALLMER & BERKMAN Agency Special Counsel By: Dated: B: \Oh.at4 JAMES OH Attachment No. 4 Page 8 of 8 0 ATTACHMENT NO. 5 • ' AN &T RUi i.i • i � • The Site is specifically delineated on the Site Map (Attachment No. 1) and the Legal Description (Attachment No. 2) pursuant to Section 104 of this Agreement. The Site consists of approximately 1.05 acres. In addition to the Site, Participant has rights to parking in the area shown as Parking Area 1 in the Site Map. II. A. The Participant shall construct a supermarket (on the Site shown on Attachment 11 so as to create a facility of no less than 48,000 square feet of ground floor retail space together with a mezzanine consisting of approximately 8,000 square feet of office space and approximately 8,000 square feet of storage space. All uses on the Site may be "Allowable Uses ", a limited area may be devoted to "Limited Uses ", and no part of the Site shall be used for any of the "Prohibited Uses" all as set forth in paragraph VIZ of this Scope of Development (Attachment No. 5). All improvements on the Site shall be improvements approved for occupancy, fully enclosed and under roof, except for the loading dock area which will be under roof but open on the northerly end, unless the Agency hereafter allows deviation from such requirement in a writing referencing this Scope of Development (Attachment No. 5). Such buildings shall be constructed and finished, all of masonry, concrete, concrete block, or such other materials as may hereafter be approved by the Agency; prefabricated metal components may be utilized on exterior walls, all as approved by the Agency. The Participant shall complete all of the improvements set forth in this Scope of Development (Attachment No. 5) to be constructed on the Site in one phase. All of the improvements to be provided by the Participant on the Site constitute the "Basic Participant Improvements ". The Basic Participant Improvements and those off -site improvements required to be provided by the Participant (the "Off -Site Improvements ") together constitute the "Participant Improvements ". The Participant shall commence and complete the Participant Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 3). ATTACHMENT NO. 5 Page 1 of 5 0 0 The Participant shall provide parking in conformity with the Redevelopment Plan and City requirements, which parking shall be in the parking easement area. The design and configuration and of the parking facilities shall be compatible with the adjacent and nearby uses, as reasonably determined by the Agency. Landscaping and any changes in the parking facilities configuration is subject to the Parking Privilege Agreement dated March 7, 1951. The following development standards shall apply to the Participant Improvements: A. nuilding Setbacks Minimum building setbacks for buildings and parking areas shall be as required by the Redevelopment Plan and approved by the Agency, and shall conform to the Lynwood City Code. B. Building Coverage The amount of land within the Site covered by buildings shall be as shown in the Site Plan, on file with the City Clerk's office. C. Building Height Buildings shall not exceed 50 feet in height and shall otherwise conform to Lynwood City Code requirements. D. Vehicular Access The placement of vehicular driveways shall be coordinated with the needs of proper street traffic flow. In the interest of minimizing traffic congestion, the Agency will control the number and location of curb breaks for access to the Site for off - street parking and truck loading. All access driveways shall require written approval of the Agency. Any changes from existing driveways shall be subject to the Parking Privilege Agreement. E. Loading Adequate loading and unloading space shall be provided as approved by the Agency and shall also conform to Lynwood City Code. F: Signs Signs shall be limited in size, subdued and otherwise designed to contribute positively to the environment. Signs identifying the building use will be permitted, but their height, size, location, color, lighting and design will be subject to Agency and City approval, and signs must conform to the Lynwood City Code. G. Screening All outdoor storage of materials or equipment shall be enclosed or screened to the extent and in the manner required by the Agency and the City. ATTACHMENT NO. 5 Page 2 of 5 0 0 H. Landscaping The Participant shall provide and maintain landscaping within the public rights -of -way and within setback area along all street frontages and conforming with the Design Concept Drawings as approved by the Agency. Landscaping shall consist of trees, shrubs and installation of an automatic irrigation system adequate to maintain such plant material. The type and size of trees to be planted, together with a landscaping plan, shall be subject to the Agency approval prior to planting. I. Utilities All utilities on the Site shall be underground or enclosed at Participant's expense. Existing utilities in the vacated alley need not be placed underground. J. Painting All exterior walls shall be painted by the Participant with color(s) subject to Agency approval. K. Building Design Buildings shall be constructed such that the Participant Improvements be of high architectural quality, and shall be effectively and aesthetically designed. A. The Participant, at its own cost and expense, shall provide or cause to be provided the following public improvements within the time set forth for the completion of the Participant Improvements in the Schedule of Performance (Attachment No. 3): 1. Improvements as required by the City by resurfacing, rebuilding or new construction of the catch basins, curbs and gutters, drive and curb cuts, and drives between the property line of the Site and the public rights -of -way abutting on the Site. 2. Installation of signs and fire hydrants in connection with the Site as may be required. 3. Repair of public sidewalks along the frontage of the public streets abutting on the Site or within the rights -of -way lines of such public streets, and appropriate street landscaping which the Agency or City might require. 4. Installation or relocation by the public utility companies of such sewers, drains, water and gas distribution lines, electric, telephone and telegraph lines, and all other public utility lines, installations and facilities as are necessary to be installed or relocated on or in connection with the Site by reason of the ATTACHMENT NO. 5 Page 3 of 5 development of the Site; the Agency shall not be responsible for, nor bear any portion of the cost of, installing the necessary utility connections within the boundaries of the Site between the improvements to be constructed by the Participant and the water, sanitary sewer, an storm drains, mains or other public utilities owned by the City or by any public utility company within or without such boundaries, or electric, gas, telephone or other public lines owned by a public utility company within or without such boundaries, and the Participant shall secure any permits required for any such installation without expense to the Agency. B. All of the items described in Part W.A. above, shall be performed in accordance with the technical specifications, standards and practices of the City. The Participant's plans for such public improvements shall be submitted to the Agency for review and approval prior to the advertising of bids. once such "items are construct, Participant shall be responsible, at its expense, for (1) any and all repairs due to damages caused by Participant's construction, and (2) changes required by the Participant. FJM W&TiwTe T4W • W a • • The Participant assumes all responsibility for surface and subsurface conditions at the Site, and the suitability of the Site for the Participant Improvements and the operation of a shopping center with restaurant thereon. If the surface and subsurface conditions are not entirely suitable for such development, the Participant shall at its cost take all actions necessary to render the Site entirely suitable for such development. The Participant has undertaken all investigation of the Site it has deemed necessary and has not received or relied upon any representations of the Agency, the City, or their respective officers, agents and employees. The Participant shall undertake at its cost all demolition required in connection with the development of the Participant Improvements. The Agency is not in any way responsible for demolition or removing any subsurface obstructions on the Site, or the placement of,fill on or soil conditions of the Site. The Participant shall coordinate its activities on the Site with the Agency to facilitate the Agency activities in item VI of this Scope of Development (Attachment No. 5). ATTACHMENT NO. 5 Page 4 of 5 0 0 Vi. USES The following shall be Allowable Uses on the Site: 1. Grocery store; 2. Related "restaurant /deli" inside the building allocated for the Grocery Store; 3. Related uses as approved by the Agency; 4. Drug store; 5. Other uses permitted by the Agency (which are not Limited Uses or Prohibited Uses). The following shall be Prohibited Uses on the Site: 1. Junk yard; 2. Adult bookstore, adult theatre or adult entertainment; 3. Laundromat; 4. Blood bank; 5. Appliance repair; 6. Food processing and wholesale (not as part of a supermarket or retail bakery); 7. Wholesale building supplies /construction material; 8. Bar or dance hall (except as part of a permitted restaurant); 9. Bingo; 10. Massage parlour or massage shop; 11. Martial arts studio; 12. Tattoo parlor; 13. Fortune telling; 14. Narcotics paraphernalia. The following shall be Limited Uses: 1. Governmental offices; Limited Uses may not exceed in the aggregate, at any time, twenty five percent of the gross floor area of described premises at the Site open for business and operations as Allowable Uses. OHREV.AT7 ATTACHMENT NO. 5 Page 5 of 5 0 ATTACHMENT NO. 6 Recording Requested by: When Recorded Return to and Mail Tax Statements to: WHEREAS, James Oh owns certain real property situated in the City of Lynwood, California described on Exhibit " 1" attached hereto and made a part hereof on which he has agreed to construct certain improvements; and WHEREAS, pursuant to an Owner Participation Agreement with James Oh dated , 1990, (the "OPA"), the Lynwood Redevelopment Agency, a public entity (the "Agency "), shall furnish the Developer with a Certificate of Completion upon completion of construction and development, which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Los Angeles County; and WHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction and development required by the OPA; and . WHEREAS, the Agency has conclusively determined that the construction and development on the above described real property required by the OPA has been satisfactorily completed; and NOW THEREFORE, 1. As provided in said OPA, the Agency does hereby certify that the construction and development has been fully satisfactorily performed and completed. 2. Nothing contained in this instrument shall modify in any other way any other provisions of said OPA. IN WITNESS WHEREOF, the Agency has executed this certificate this day of , 1990. ATTACHMENT NO. Page 1 of 2 LYNWOOD REDEVELOPMENT AGENCY By: ATTEST: LYN.GEN \CB \OH.AT7 ATTACHMENT NO. 6 Page 2 of 2 0 0 ATTACHMENT NO. 7 RECORDING REQUESTED BY AND When Recorded Mail To : Lynwood Redevelopment Agency Attn: Executive Director 11330 Bullis Road Lynwood, California 90262 OF AGREEMENT THIS MEMORANDUM OF AGREEMENT made and entered into as of the day of , 1990, by and between the LYNWOOD REDEVELOPMENT AGENCY, as the "Agency" and JAMES OH, an unmarried man, as the "Participant ". The Agency and the Participant have entered into a Owner Participation Agreement, dated as of , 1990 (the "OPA"), a copy of which is on file as a public record with the Secretary of the Agency at 11330 Bullis Road, Lynwood, California, and which is incorporated herein by reference. The OPA affects certain real property, including that certain real property situated in the City of Lynwood, County of Los Angeles, State of California, particularly described in Exhibit A, which is attached hereto and incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this instrument in duplicate the day and year first hereinabove written. LYNWOOD REDEVELOPMENT AGENCY By: Agency ATTACHMENT NO. 7 Page 1 of 2 ATTEST: Secretary is JAMES OH, an unmarried man Participant K: \CG \LYN \PROJMA \OH \NEYOPA.AT7 ATTACHMENT NO Page 2 of 0 . EXHIBIT "A" Legal Description of the Site LOT 281 EXCEPT THE EASTERLY 23 FEET 6 INCHES THEREOF, LOT 282, LOT 283 AND LOT 284 EXCEPT THE WESTERLY 20 FEET OF LOT 284 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LOTS 286, 285 AND THE WESTERLY 20 FEET OF LOT 284 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. A NON - EXCLUSIVE EASEMENT FOR PARKING PURPOSES OVER LOTS 287 THROUGH 296 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS SET FORTH THAT CERTAIN PARKING PRIVILEGE AGREEMENT (EASEMENT) RECORDED APRIL 19, 1951, AS INSTRUMENT NO. 1769 OF OFFICIAL RECORDS. ATTACHMENT NO. 7 • • STATE OF CALIFORNIA ) SS. COUNTY OF LOS ANGELES ) On undersigned Notary appeared me on the basis of unmarried man, who James Oh executed 1990, Public in and for said S , known satisfactorT evidence to executed the same on his the same. before me, the Late, personally to me or provided to be James Oh, an own behalf, and that WITNESS my hand and official seal. Notary Public ATTACHMENT NO. 7 STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. 9 On , 1990, before me, the undersigned, a Notary Public in and for said State, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the (insert title of the officer) (name of public corporation, agency of political subdivision) and acknowledged to me that the (public corporation, agency of political subdivision) executed it. WITNESS my hand and official seal. Signature of Notary Public k: \CG \LYN \PR0JMA \0N \NEW0PA.EXA ATTACHMENT NO. 7 SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW on the THE OWNER PARTICIPATION AGREEMENT by and between THE LYNWOOD REDEVELOPMENT AGENCY and JAMES J. OR March, 1990 Before any interest in real property acquired by a redevelopment agency with tax increment money is sold or leased, that transaction must be approved by the City Council after public hearing in accordance with California Health and Safety Code Section 33433. A copy of the proposed sale or lease and a summary report which describes and specifies certain information must be available for public inspection. The information to be described and specified is: (1) The cost of the agreement to the agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreements; (2) The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted under the plan; and (3) The purchase price or sum of the lease payments which the lessor will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference. The purpose of this 33433 report is to describe the cost of the Owner Participation Agreement ( "OPA ") by and between The Lynwood Redevelopment Agency ( "Agency ") and James J. Oh ( "Participant ") to the Agency and to describe the estimated purchase price to be paid by the Participant as if the removal of such restrictive covenant constituted a transfer of real property to the Participant. The OPA provides for the potential removal of a certain restrictive covenant which presently restricts development of property pursuant to the Scope of Development. The estimated value of the restrictive covenant is contained in an appraisal separately submitted to the Agency on September 15, 1989 by Lea Associates (the "Appraisal "), and in a further statement regarding value by the Participant. This report is organized into four sections: 1. Description of the PropoGpd Agreement - This section includes a description of the restrictive covenant, the proposed development, and the major responsibilities of both the Agency and the Participant. 2. Agency - This section describes the cost of the OPA -- removal of the restrictive covenant and administration -- to the Agency. This section further describes the amount to be advanced by the Participant to the Agency and repayment thereof, and the projection of tax increment revenues resulting from the new development. The Agency expenditures less the value of the tax increment generated by the OPA represents the net cost of the OPA to the Agency. 3. Estimated Value of the Restri Covenant - This section summarizes the report to the Agency submitted by Lea Associates, and further information. 4. Reasons for the Transaction - This section describes the reasons for the transaction and the benefits which will accrue to the people of Lynwood as a result of the OPA. • • • " II+ ' • �• [ _]I _.Y, ONE& TT - W O M " The OPA requires the Participant to develop his land (the "Site ") in accordance with a Scope of Development and plans to be approved by the Agency. The Participant is required to make the Site ready for such development, including obtaining all zoning and City approvals and removing any restrictions on the property. This requirement was to ensure that the Participant negotiated with the holder of the restrictions. However, the Participant has the right to bring any need for assistance to the attention of the Agency. The Participant has negotiated with the holder of the restrictive covenant which appear to restrict the development of the Site. The holder has indicated to the Participant and to representatives of the Agency that he wants $2,000,000.00 or more in order to allow the Site to develop. The restriction on the use of the Participant's property consists of a prohibition on the use of the Site as a site for a market. The OPA contemplates that the Site will, in fact, be developed as a supermarket, subject to the obtaining of approvals and property interests. The development site is situated at the northeast corner of Bullis Road and Martin Luther King, Jr. 3 Boulevard. Attachments No. 1 and 2 of the OPA contain a map and a legal description of the development site, respectively. .. The development is a supermarket consisting of approximately 48,000 square feet of retail space, approximately 8,000 square feet of storage space and approximately 8,000 square feet of office space. The retail space will be located on the 48,000 square foot ground level and the storage and office space will be located on the 16,000 square foot mezzanine level. _� •�_ WM- The Agency's responsibilities under the OPA are as follows: 1. To negotiate for the restrictive covenant and interests in the Participant which pr proposed supermarket of Development. elimination of the and any other restriction on property owned by event the development of the in accordance with the Scope 2. To consider the adoption of a resolution of necessity or other appropriate action in or to remove said restrictive covenant and other restrictions on and interests in the property owned by Participant in the event that negotiations are unsuccessful. 3. if the elimination of the restrictive covenant proceeds, to pay the first $100000.00 of the cost of removing the restrictive covenant and to repay to Participant amounts over $100,000.00 expended by the Participant, up to 80% of tax increment received by the Agency as a result of the development of the Site. The Participant is obligated to construct the proposed development in accordance with the Schedule of Performance contained as Attachment No. 3 of the OPA, including the provision of certain improvements related to the sidewalk, curbs and gutters. Other responsibilities of the Participant include: Payment to the Agency, as an advance, of the cost for the elimination of the restrictive covenant in 0 46 excess of $100,000.00. The portion of said amount attributable to the restrictive covenant shall be repaid by the Agency together with 808 interest thereon from tax increments resulting from the development of the Site. The cost will be disbursed as described in paragraph C below. 2. Payment to the Agency of the cost of the elimination of any additional restrictions on and interests.in the property owned by Participant which prevent the development of the proposed supermarket. The Agency will not reimburse these costs. 3. Payment of the cost of any relocation of existing tenants and all demolition and construction costs. The Agency will not reimburse these costs. • • fit. ;1 �M • � _ er i• The cost to the Agency of the removal of the restrictive covenant pursuant to the OPA is estimated at approximately $488,000.00 (present value) as follows: 1. Acquisition of, or compensation for, the release of the restrictive covenant is estimated at $750,000.00, of which the Agency will pay 488,000.00. 2. Administration costs including staff time, legal fees, and consultants involved in negotiating the OPA and implementing its terms and provisions is estimated at $30,000.00. ^• ;- - f Tax increment revenues which will accrue to the Agency upon completion of the supermarket through 2033 -34 have been estimated at $485,000 (present value). [The projection of tax increment revenues was determined based upon an increased assessed value of $3.1 million, increasing at 28 per year. Actual tax increment may differ from the projections based upon changes in assessment value or tax rate.] The maximum possible financial exposure to the Agency is limited to 808 of the amount of tax increment ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE 2. GENERAL PROVISIONS Execution of Agreement by Agency The Agency may approve and execute this Agreement, and if approved, shall deliver one (1) copy thereof to the Participant. Not later than forty -five (45) days after the date of execution and submission of five (5) copies of this Agreement executed by the Participant, including executed copies of the Agreement to be Recorded. Submittal of Design Concept Drawings and Consultant Oualifications Participant shall prepare and submit to the Agency the Design Concept Drawings and the names and qualifications of his architect, landscape architect and civil engineer. Together with the Agreement executed by the Participant. 3. Submission of Option Consideration Participant submits the Option Consideration. 4. Agency Review of Design Concept Drawings Agency approves or disapproves the Design Concept Drawings. 5. Sub Concept Drawings If original submittal or resubmittal disapproved, Participant revises Design Concept Drawings and resubmits to Agency. Within two (2) days after approval of this Agreement by the Agency (and prior to execution by the Agency). Within three (3) weeks of receipt of submittal. Within three (3) weeks of receipt of Agency disapproval. -r 1 p. 9 ATTACHMENT N0. 2 Legal Description of the Site LOT 281 EXCEPT THE EASTERLY 23 FEET 6 INCHES THEREOF, LOT 282, LOT 283 AND LOT 284 EXCEPT THE WESTERLY 20 FEET OF LOT 284 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LOTS 286, 285 AND THE WESTERLY 20 FEET OF LOT 284 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Legal Description of Parking Easements A NON- EXCLUSIVE EASEMENT FOR PARKING PURPOSES OVER LOTS 287 THROUGH 296 OF TRACT NO. 15016, IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN BOOK 315, PAGES 40 TO 45 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS SET FORTH THAT CERTAIN PARKING PRIVILEGE AGREEMENT (EASEMENT) RECORDED APRIL 19, 1951, AS INSTRUMENT NO. 1769 OF OFFICIAL RECORDS.