HomeMy Public PortalAbout84-035RESOLUTION NO. 84-035
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CITY
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CIT OF CARSON AYYR'JVING A 117aP0Si'z
kND DEVELOPMENT AGREEMENT
T6E CITY COUNCIL OF THv CITY OP CkRSC;N iitr_ _ FINDS, DE ER_,+-TNES:
RESOLVES AND GRDt:RS AS FOLLOWS:
Section 1. Pursuant to notice culy given, the City
Council has geld a full and fair public on the sale by
the Carson Redeveloament Agency of certain real property located
in Redevelopment Project Area No. 1, pursuant to the option
Agreement attached hereto as Exhibit A and the Disposition
and Development Agreement attached hereto as Exhibit B.
Section 2. The Agency has made available to the
public through the office of ti;e City Clerk of the City of
Carson a copy of su4h cation Agree;ient ana a copy of such
Disposition and Development Agreement together with a
Summary of the cost thereof to the Agency, such Summary
attached hereto as Exhibit C. The Summary delineates -the
Costs of such Option Agreement and such Disposition and
Development agreement to the Agency, including acquisition
costs and interest costs on an existing loan to be assured
and on bonds issued to finance such acquisition.
Section 3. The City Council hereby approves such
option Agreement and such Disposition and Development Agreement.
PASSED, APPROVED AND ADOPTeD this 6th day of
Februa-ry_+ 1984-
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Ci yc lerk
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Resolution No. 84-035/Page 2 of 2
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Helen S. Kawagoe, City Clerk of the City of Carson, California, do
hereby certify that the whole number of members of the City Council of said City is
five; that the foregoing resolution, being Resolution No. 84-035 was duly and
regularly adopted by the City Council of said City at a regular meeting of said
Council, duly and regularly held on the 6th day of February, 1984, and that the same
was so passed and adopted by the following vote:
AYES:
COUNCIL
MEMBERS:
Bridgers, Egan, Muise and Mills.
NOES:
COUNCIL
MEMBERS:
None
ABSTAIN:
COUNCIL
MEMBERS:
None
ABSENT:
COUNCIL
MEMBERS:
Calas
A04 �S� EJ�L I I i i. -a fr)-7 ,
City Clerk, Cit of Cars n, California
OPTION AGREEMENT
This Agreement, dated as of February 6, 1984, is
made by and between the Carson Redevelopment Agency and The
Feinberg Group, Inc. For and in consideration of the mutual
covenants and promises herein, the Parties agree as follows:
R E C I T A L S
This Agreement is entered into with reference to
the following facts:
A. In furtherance of the objectives of the
Redevelopment Law, the Agency has undertaken a program for
the redevelopment of blighted areas in the City, and in this
connection, has undertaken and is now carrying out the
responsibility for the redevelopment of the Project Area
pursuant to and in furtherance of the Redevelopment Plan.
B. The Agency and the City have adopted the
Redevelopment Plan providing for the redevelopment of the
Project Area and the future uses of the land situated in the
Project Area.
cam.
drawings to the City for review and approval and has been
granted a conditional use permit regarding the development
of a 248 room Hilton franchised hotel on the Site to be
known as the 'Carson Hilton." The Redeveloper has agreed,
pursuant to that certain "Agreement for Sale of Real Estate"
dated November 2, 1382, between the Redeveloper and Peyton
A. Cramer and Catherine B. Cramer, to purchase the Site and
has begun efforts to secure financing for the acquisition of
the Site and the Construction of such hotel.
D. The powers of the Agency include the power to
acquire real property, or any interest therein, and to
dispose of real property, or any interest therein, for
purposes of redevelopment. Redevelopment includes the
replanning and development of a project area and the
provision of such structures as may be appropriate or necessary
in the interest of the general welfare. The development
of a hotel on the Site is appropriate and necessary to the
ultimate redevelopment of the Project Area and the civic
center area in order to maximize the benefits to the residents,
visitors, and taxpayers in the City.
E. The Agency proposes to acquire the Site from
the present owner and grant an option to the Redeveloper to
purchase the Site from the Agency.
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D IPF'! N IT 1ONS
Section 1.01. Agency. "Agency" means the Carson
?redevelopment Agency, a public body, corporate and politic,
organized and existing pursuant to the Constitution and laws
of the State of California.
Section 1.02. Assignment Agreement. "Assignment
Agreement" means the Assignment Agreement, dated as of
February 6, 1984, between the Agency and the Redeveloper.
.Section 1.03. Certificate of Compliance.
"Certificate of Compliance" means that certain certificate
in the form attached to the Disposition and Development
Agreement as Exhibit D, to be provided by the Agency to the
Redeveloper upon satisfactory completion of the Improvements.
Section 1.04. City. "City" means the City of
Carson, a municipal corporation, organized and existing
pursuant to the Constitution and laws of the State of
California.
Section 1.05. Disposition and Development Agreement.
"Disposition and Development Agreement" means the Disposition
and Development Agreement between the Agency and the Redeveloper,
dated as of February 6, 1984.
Section 1.06. Option Agreement. "Option Agreement"
means this Option Agreement dated as of February 6, 1984,
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-A envy ..nd ti,.-- _Pledeveiop,er.
Sc^t1Cn x.07. °;:P`iOVements. ''1rDr6VeiTie^.i.5°v TFi2cP.�
a '248 room, Hilton franchised hotel, to be known and designated
as the Carson Hilton and related improvements to be constructed
by the Redeveloper on the Site, all in accordance with plans
and specifications approved by the City, and more particularly
described in Exhibit 3 to the Disposition and Development
Agreement.
Section 1.08. Party. "Party" means any party to
this Agreement.
Section 1.09. Project Area. "Project Area" means
the territory included within Redevelopment Project Area No.
1 of the Agency.
Section 1.10. Redeveloper. "Redeveloper" means
The Feinberg Group, Inc., a Missouri corporation.
Section 1.11. Redevelopment Law. "Redevelopment
Law" means the Community Redevelopment Law (California Health
■
and Safety Code Sections 33000, et seg.).
Section 1.12. Redevelopment Plan. "Redevelopment
Pian" means the Redevelopment Plan for the Project Area.
Section 1.13. Site. "Site" means that certain
real property more particularly described in Exhibit A,
attached to the Disposition and Development Agreement,
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OPT !ON
Section 2.01. Option. Effective upon its acquisi-
tion of the Site, the Agency hereby grants to the Redeveloper
an option to purchase the Site for the purchase price forth
in Section 2.05. The option granted pursuant to this
Section 2.01 shall expire at 5:00 p.m. on Friday, September
14, 1984. In consideration for the option granted pursuant
to this Section 2.01, the Redeveloper shall execute concurrently
with the.execution by the Agency of this Option Agreement an
assignment of its Agreement.for Sale of Real Estate as set
forth in Section 2.04 and, thereafter, on or prior to the
first day of -each month, commencing April 1, 1984, the
Redeveloper shall pay to the Agency the sum of Twenty
Thousand Dollars ($20,000.00) until such option is exercised,
or until the option granted pursuant to this Section 2.01
expires, whichever occurs first, except that, on September
1, 1984, the Redeveloper shall pay to the Agency the sum of
Thirty Thousand Dollars ($30,000.00) to cover the option
period from August 1, 1984, to September 14, 1984. Upon the
failure of the Redeveloper to make any such monthly payment,
the option in favor of the Redeveloper shall automatically
terminate, any prior payments shall be retained by the
Agency and the Redeveloper shall have no further rights
hereunder or tc purchase the Site. Upon receipt of each
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:.; v_�'mcntF t^e ^�ncy sna I _..<.;e _"'.E C^tniV r �.._";L
to _ Drd Motor Credit Comrany of debt service on the _inDa1Q
balance of the existing loan described in Section 2.0"
below.
Section 2.02. Exercise of,option. The Redeveloper
may exercise the option granted pursuant to Section 2.01,
above, by providing written notice to the Agency of its
election to so exercise such option and by opening the
escrow provided for in Section 2.03 and depositing the
sum of Fifty Thousand Dollars ($50,000.00) therein. Such
notice shall be delivered to the Executive Director of the
Agency at 701 East Carson Street, Carson, California 91745.
The Redeveloper shall also, as a condition for exercising
said option, give written evidence to the Agency that the
Redeveloper has the necessary financing for the project.
Section 2.03. Escrow and Closing. Concurrently
with the delivery of notice to the Agency pursuant to
Section 2.02, above, the Redeveloper shall cause to be
opened an escrow and shall deposit the sum of Fifty Thousand
Dollars ($50,000.00) therein. Said sum shall constitute
consideration for holding the Site for the Redeveloper for a
30 -day escrow period and shall be retained by the Agency if
the Redeveloper should not pay the purchase price and close
escrow as herein provided. If the Agency fails to perform
hereunder for any reason other than the failure of the
_�VeicG2* _ _�_ccc such escro
crtc PV `- =Cicse prC�n-
i
.r w? se per f 0r ih e eund er =he r;e �. `.'e
lcp=_ aT:ay reCOVE'r SiiC;
deposit of Fifty Thousand Dollars 15.;0,000.00). If the
Redeveloper completes the purchase as herein provided, said
sum shall be applied to the purchase price. Within thirty
(30) days after opening the escrow the Redeveloper shall
deposit in escrow the balance of the purchase price described
in Section 2.05 herein. The Agency shall within fifteen.
(15) days after written notice from the Redeveloper that
such escrow has been opened, deposit a good and sufficient
grant deed to the Site conveying to the Redeveloper title to
the Site subject only to such matters of record as were of
record upon acquisition of title by the Agency and to such
other matters as have not been created or caused by the
Agency. Such notice shall be delivered to the Executive
Director of the Agency at 701 East Carson Street, Carson,
California 91745. The Redeveloper shall bear all costs of
escrow and any assurances of title it may wish to obtain.
Escrow shall be closed within thirty (30) days of the date
of exercise of the option by the Redeveloper pursuant to
Section 2.02, above.
The Agency does not warrant the condition of the
bil'u:ngs, structures or improvements on the Site and the
Redeveloper shall accept them as is in such condition as
they may be in at the time for close of escrow.
However, in
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covered by insurance the amount of any insurance Proceeds
received by the Agency shall be deducted from the purchase
price provided for in Section 2.05. The Agency shall
consult with the Redeveloper regardin4 the Settlement of
claims for insurance arising from such damage or destruction.
Section 2.04. Acquisition from Present Owner. The
Redeveloper has agreed to purchase the Site pursuant to that
certain "Agreement for Sale of Real Estate" entered into on
November 2, 1982, by and between the Redeveloper and Peyton
A. Cramer and Catherine B. Cramer. The Redeveloper concurrently
with the execution of this Option Agreement shall execute
the Assignment Agreement assigning its right to acquire the
Site to the Agency pursuant to such Agreement for Sale of
Real Estate. The Agency shall acquire the Site from the
present Owner for the sum of Four Million Two Hundred
Thousand Dollars ($4,200,000.00) less the unpaid.balance
of the exisitng loan secured by a Trust Deed on the Site in
favor of Ford Motor Credit Company.
Section 2.05. Purchase Price. At the close of
escrow pursuant to the Redeveloper exercising the option
granted hereunder, the Redeveloper shall pay to the Agency
as the purchase price.for the Site a sum computed as follows:
1. The sum of Four Million Two Hundred Thousand
Dollars ($4,200,000.00).
IM.
-Oua_ _o F:er annum
�.,c alf�cr2nCe be;. we en Four I'' ion T :.T :+
N 1 n _ Wo , i rldrea Thc s_.._c
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�`�lars t$4,200.000.00; and the unpaid balance of the
existing Fora Motor Credit Company loan as of the date of
acquisition of the Site by the Agency, computed from March
1, 1984 to the close of escrow for acquisition of the Site
by the Redeveloper from the Agency.
3. Plus a sum for the tax increment loss by
the Agency by virtue of the Site being removed from the tax
assessment roll as a result of its ownership of the Site for
the entire period of such ownership by the Agency. Such tax
increment loss shall be computed on an assumed assessed
value of the Site in the amount of $4,200,000.
4. Plus reimbursement to the Agency of any
reasonable expenses incurred as a result of the Agency's
ownership of the Site, including without limitation, insurance,
repairs, maintenance, and documented staff cost for property
maintenance and repair.
5. Less the unpaid balance of the Ford Motor
Credit Company loan if assumed by the Redeveloper at the
close of escrow.
Section 2.06. Assurances Regarding Escrow. The
Redeveloper shall provide the agency with such assurances as
it may recuire regarding performance by the sellers pursuant
the Agreement from Sale of Real Estate described in
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she Sei�er5 a.,� ?er "..._�cC � _.. �, ��. C: _3C .... .. �.�0`K aieQ
OthcrWiSe perfc_,med al-, coed -i.- --ns of escrow necessary to
close.such escrow.
Section 2.07. Periodic Reports to Agency. At the
first regular meeting of the Agency in the months of April,
June and August, an officer of the Redeveloper shall present
orally and in writing a report to the Agency which sets forth
to that date the progress of the Redeveloper in obtaining
financing for the Site and Improvements; the progress of the
Redeveloper in obtaining all permits and other entitlements
for use; the progress of the Redeveloper in obtaining a
Hilton franchise; the progress of the Redeveloper with
respect to the architectural plans, drawings and specifica-
tions; and any other matter which, in the opinion of the
Executive Director of the Agency, would be of particular
interest to Agency regarding the Site and Improvements.
2.08. Additional Consideration. In the event
that the Redeveloper does not exercise the Option by September
14, 1984, pursuant to this Article II, the Redeveloper
hereby assigns to the Agency (i) its rights pursuant to the
Architects Agreement between the Redeveloper and J. P.
Darling and Associates, attached to the Disposition and
Development Agreement as Exhibit E; and (ii) itsright to
the Architectural Plans, Drawings, and Specifications, Soil
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.am Pe i _t S.G i. r.. a:' uv_es
o' finer materia_ deve'opeC f G� '_��'c' _. z.. ^L.. Or the
all aE: additional consideration for the o�tlon. The 6rritten
consent of J. P. Darling and Associates to such'assign,ment
shall be substantially in the form hereto attached.
As additional consideration for the option granted
hereunder, the Redeveloper shall complete the architectural
plans, drawings and specifications now on file with the City
by April 1, 1984, and all plans, drawings and specifica-
tions with respect to the tower, the alterationof existing
structures and the landscaping shall be completed to the
satisfaction of the City and shall be filed with the Depart-
ment of Community Development, Division of Building and
Safety, by July 1, 1984. All corrective work or changes
required by the Building and Safety Division with respect to
such plans shall be completed and filed with said division
within 30 days after the Redeveloper is informed of such
requirements.
ARTICLE III
GENERAL PROVISIONS
Section 3.01. Hilton Franchise. Concurrently
'W_th ttie execution of this OPtion Agreement, the'', Redeveloper
stall Provide the Agency with such assurances as! it may
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- - _ _re reg=_-ir9 g^-r�;'tirnChse G -ig 1—
the Redeveloper.
Section 3.02. Partial Invalidity. If any term,
Covenant, condition or provision of this Option Agreement or
the application thereof to any person or circumstance shall,
at any time or to any extent, be invalid or unenforceable,
the remainder of this Option Agreement, or the application
of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term, covenant,
condition and provision of this Option Agreement shall be
valid and be enforced to the fullest extent permitted by law.
Section 3.03. Attorneys' Fees. If any Party
brings an action to enforce the terms hereof or declare
rights hereunder, the prevailing Party in any such action
shall be entitled to its reasonable attorneys' fees to be
paid by the losing Party as fixed by the court. If either
the Agency or the Redeve-open, without fault, is'made a
party to any litigation instituted by or againstl, the other
Party, such other Party shall defend it against eland save it
harmless from all costs and expenses, including reasonable
attorneys' fees, incurred in connection with such litigation.
Section 3.04. Assignment. This Options Agreement
may not be assigned by either Party except Redeveloper may
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rhi%h iz has an
Section 3.05. Law Governing. This Option; Agrec:-,ent
Shall be construed in accordance wd-th the ConStitution anc
laws of the State of California.
Section_ 3.06. Sign. Prior to March 151 1984, the
Redeveloper shall erect a sign on the Site which states that
the Site is the future site of the Carson Hilton, to be
developed by the Redeveloper in cooperation with the Agency
and presents a pictorial representation of the Tower.
The size, type, location and wording of the sign shall be
subject to approval by the Executive Director of the Agency.
CARSON REDEVELOPMENT AGENCY
ATTEST:
Secretary
By
THE FEINBERG GROUP,! INC.
By
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'. �ti _V14 •� a 11 �: �» �.!Y 1 Ft �ii�� <�ID'!1i
This Agreement, dated as of February 6, 1984,
made by and between the Carson Redevelopment Agency and
The Feinberg Group. For and in consideration of the
mutual covenants and promises herein, the Parties agree as
follows:
RECITALS
This Agreement is entered into with reference to
the following facts:
A. In furtherance of the objectives of the
Redevelopment Law, the Agency has undertaken a program for
the redevelopment of blighted areas in the City, and in this
connection, has undertaken and is now carrying out the
responsibility for the redevelopment of the Project Area
pursuant to and in furtherance of the Redevelopment Plan.
B. The Agency and the City have adopted the
Redevelopment Plan providing for the redevelopment of the
Project Area and the future uses of the land situated in the
Project Area.
C. The Redeveloper has submitted architectural
drawings to the City for review and approval and has been
granted a conditional use permit regarding the development of
the Site and the corstruc�ion '-f sucr, notei.
D. The powers of the Agency include the power to
acquire real property, or any interest therein,and to
dispose of rea= property, or any i^terest therein, for
purposes of redevelopment. Redevelopmaent includes the
replanning and development of a project area and the provision
of such structures as may be appropriate or necessary in the
interest of the general welfare. The development of a hotel
on the Site is appropriate and necessary to the ultimate
redevelopment of the Project Area'and the civic center
area in order to maximize the benefits to the residents,
visitors, and taxpayers in the City.
E. As a material inducement to the Agency to enter
into the Disposition and Development Agreement, the Redeveloper
has agreed to acquire the Site from the Agency and to develop
a 248 room, Hilton franchised hotel thereon within a limited
period of time. The Agency's efforts to redevelop the Project
Area makes it unwilling to enter into the Disposition and
Development Agreement in the absence of a mechanism to
enforce such development within a limited period of time.
F. A material inducement to the Agency to enter
into the Disposition and Development Agreement is the entry
by the Redeveloper into the Second option Agreement.
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Section 1.01. Agent "Agency" means the Carson
Redevelopment Agency, a public body, corporate and politic,
organized and existing pursuant to the Constitution and laws
of the State of California.
Section 1.02. Certificate of Compliance. "Certi-
ficate of Compliance" means that certain certificate in the
form attached hereto as Exhibit D, to be provided by the
Agency to the Redeveloper upon satisfactory completion of
the Improvements.
Section 1.03. City. "City" means the -City of
Carson, a municipal corporation, organized and existing
pursuant to the Constitution and laws of the State of
California.
Section 1.04. Disposition and Development Agreement.
"Disposition and Development Agreement" means this Disposition
and Development Agreement, dated as of February 6, 1984,
between the Agency and the Redeveloper (sometimes referred
to herein as "this Agreement").
//SS5ection 1.05. Option Agreement. "Option Agreement"
means the C t_o: R.'7ree_me nt fatC C f 1,<'`F. r.. .- ! 'eCQf.
as lJ� ✓1uary `i 11 ,
between the Agency and the Redeveloper.
Section 1.06. Improvements. "Improvements" means
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W
4te a- the 96Carson HiltonanC related i3liproVei%?:':t5 t0 De
constructed by the Redeveloper on the Site, all in accordance
with plans and specifications approved by the City, and more
Particularly described in Exhibit B
attached hereto.
Section 1.07. Party, "Party" means',any party to
this Agreement.
Section 1.08. Project Area. "Project Area" means
the territory included within Redevelopment Project Area
No. 1 of the Agency.
Section 1.09, Redeveloper. '"Redeveloper" means
The Feinberg Group, a Missouri corporation,
Section 1.10. Redevelopment Law. "Redevelopment
Law" means the Community Redevelopment Law (California
Health and Safety Code Sections 33000, et seg,)
Section 1.I1. Redevelopment Plan. "Redevelopment
Plan" means the Redevelopment Plan for the Project Area.
Section 1.12. Second Option Agreement. "Second
Option Agreement" means the Second Option Aare- ^ ent, dated
February 6, 1984, between the Agency and the Redeveloper.
Section 1.13. Site. "Site" means that certain
real property more particularly described in Exhibit A,
attached to the Disposition and Development Agreement.
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Section 2.01. Purchase Price Sub -4e-+- to all
terms, covenants and conditions of this Disposition and
Deves.opment Agreement, the Agency shall convey the Site
to the Redeveloper for a total purchase price as set forth
in the Option Agreement.
Section 2.02. Escrow. The Parties agree that the
escrow shall be closed in accordance with the terms and
conditions set forth in the Option Agreement.
Title shall be conveyed by grant deed substantially
in the form of the grant deed attached hereto as Exhibit C
and by this reference incorporated herein. Upon the close
of escrow, title to the Site shall be conveyed, to the
Redeveloper and the purchase price shall be paid to the
Agency all as set forth in the Option Agreement.
Section 2.03. Letter of Credit. Concurrently
with or prior to the close of escrow between the Agency and
the Redeveloper for the Site, the Redeveloper Shall deliver
to the Agency an irrevocable standby letter of ',credit in
favor of Agency securing payment to the Agency ',of the sum of
five hundred thousand dollars ($500,000) in the event the
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Laelop�~ itl�iC�J not construct
the
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with Section 3.01, below, or otherwise Perform its obliga-
tions pursuant to this Agreement.
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In the event', the Redeveloper
A
C 2.._ .�d__1.. ..
9
to this Agreement- the Agency shall return such letter of
credit to the Redeveloper, on or prier to the fifth (5th;
business day following the date of furnishing the Redeveloper
with the Certificate of Compliance.
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REDEVELOPMENT OF THE PROPERTY
Section 3,01, Redevelopment. The Redeveloper
shall construct Or cause to be constructed the Improvements
to the Site in accordance with this Agreement. In connection
With such construction, the Redeveloper shall comply in all
respects with the following schedule of performances The
Redeveloper shall begin such construction within sixty (60)
days of the close of the escrow specified in Section
2.02, above. The tower of the 248 room Hilton franchised
hotel portion of the Improvements shall be completed within
three hundred thirty (330) days of the close of such escrow,
The Redeveloper shall complete construction of the Improvements
and the 248 room Hilton franchised 'hotel shall be open for
business within four hundred twenty (420) days -of the close
of such escrow. The Agency and the City have acquired
surrounding real property in the area of the Site for the
purposes of redevelopment and more specifically for the
purpose of development of a civic center and compatible uses
in that portion of the Project Area. A material inducement
to the Agency to enter into the Option Agreement and this
Agreement is the covenant by the Redeveloper to construct
the Improvements on the Site within a limited period of
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I
C on '
se. The Redeveloper steal' obtain in a timely :wanner all
permits and other entitlements for use which may be required
by any public entity or regulatory body in connection with
the construction of the Improvements in accordance with this
?agreement.
Section 3.03. Disposition of the Property. The
Redeveloper shall not sell, transfer, convey, lease or
otherwise dispose of the Site, or any interest therein, by
any means prior to the issuance of the Certificate of
Compliance. The Redeveloper shall not assign any of its
rights under this Agreement without the prior written
consent of the Agency. The Redeveloper may, with the
written consent of the Agency, assign this Agreement to an
entity in which it has an ownership interest.
Section 3.04. Certificate of Compliance. Upon
completion of the Improvements in accordance with this
Agreement, the Agency shall furnish the Redeveloper with a
Certificate of Compliance.
Section 3.05. Name of Hotel. Such hotel shall be
designated by the Redeveloper as the "Carson Hilton", and
all references to the hotel by the Redeveloper, including
but not limited to all signs, and all other advertising anc
Promotional materials and publications shall refer to such
hotel as the "Carson Hilton".
Redeveloper shall secure and deposit with the City Clerk a
bond securing the faithful performance by the construction
contractor or contractors of the completion of construction
of the Improvements within the +-iM- provide- in Section
3.01. Such bond shall be in an amount equal to one hundred
percent (100%) of the estimated cost of such construction.
Such construction bond shall name the City and the Agency as
well as the Redeveloper and its Lender as obligees. Such
construction bond shall be from a company listed in the
current United States Treasury Department Circular 570 and
F within the underwriting limits specified for that company in
such Circular.
Section 3.07. Architectural Drawings and Hilton
Franchise. The Redeveloper hereby assigns to the Agency
all its rights, title and interest in (i) the architectural
plans, drawings and specifications regarding the Improve-
ments, (ii) the Architects Agreement attached hereto as
Exhibit E, and (iii) the Hilton franchise, as additional
assurance for the Redeveloper's performance of this Agreement.
The Agency may, at its election, retain all such rights
(without assuming any obligations with respect thereto)
until such time as the Agency has furnished to the Redeveloper
a Certificate of Compliance, at which time such assignment
shall become void.
Section 4.01. Default by Redeveloaer. in the event
of default or breach by the Redeveloper of any of the agreements,
covenants or conditions of this Disposition and Development
Agreement, including but not limited to the schedule for
construction of the Improvements set forth in Section 3.01,
above, or if the Redeveloper should default in the payments
accruing to the construction lender having a trust deed or lien
on the Site, then the Agency may, at any time after any such
breach or default, in addition to but not exclusive of any
other remedies available to the Agency, acquire the Site and
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Improvements from the Redeveloper for the purchase price and on
the terms set forth in the Second Option Agreement. Except for
a breach or default involving the timely payment of the purchase
price and close of escrow as provided in Article II hereof and
the payment of debt service to any lender having a trust deed
or lien on the Site, the Agency shall not exercise any remedies
in connection with any other breach or default (i) involving
the payment of money until ten (10) days after written notice
of such breach or default is provided to the Redeveloper by the
Agency, or (ii) not involving the payment of money until thirty
f -7O} days of �-er e�>r i}�n-i nr,t S:n 'F
'j' breach nr r�e. �rri 'r ie
provided by the Agency to the Redeveloper, and the Redeveloper
has failed to cure such breach or default within such ten (10)
day or thirty (30) day period, whichever is applicable.
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a
Section 5.01. USE.-+ of the Site. The FcedeVei'^ -
ope:
shall use and maintain the Site in accordance with the
agreements, conditions and restrictions set forth in
this Disposition and Development Agreement and all Federal,
State and local laws, rules and regulations.
Section 5.02. No Discrimination. The Redeveloper
shall not discriminate upon the basis of race, color, creed,
religion, sex, marital status, age, national origin or
ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Site or the Improve -
meats, or any part thereof, nor shall the Redeveloper, or
any person claiming under or through the Redeveloper,
establish or permit any such practice or practices of
discrimination or segregation with respect to the selection,
location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the Site or Improvements.
The foregoing covenant shall run with the land. The Redeveloper
shall insert into and make a part of any lease, rental
agreement, occupancy permit, use or sales agreement or any
other document pertaining to the Site or the imrrovements
a provision that there shall be no restrictions imposed
thereon because of race, color, creed, religion, sex,
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vert! - 11 1 '.� � �� � �, � ;- , 1,r 1 ,
t L
Redeveloper Sha -11 join with the AQencv in the recordation of
such documents as the Agency may require, including, without
,'_imitation, the Second Option Agreement, to facilit-t—
reaCauisition by the Agency of the Site and Improvements, in
order to insure construction of the improvements in accor6ance
with this Agreement.
.LL this
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WLS106-13B
ARTICLE VI
GE-N',ER,P,L PROVISIONS
Section 6.01. Attorneys' Fees. If any Party
brings an action to enforce the terms hereof or declare its
rights hereunder, the prevailing Party in any such action
shall be entitled to its reasonable attorneys' fees to be
paid by the losing Party as fixed by the court. If either
t`e Acency or the Redeveloper, without fault, is made a
party to any litigation instituted by or against the other
Party, such other Partv shall defend it against and save it
harMless f -or, all costs and expenses, includi_na reasonable
attorneys' fees, incurred in connection with such litigation.
Section 6.02. Access to the Property. The
Redeveloper shall permit the Agency, through its designated
representatives, access to the Site and Improvements
at all reasonable times to determine compliance of the
Redeveloper with the covenants and conditions contained in
this Agreement.
Section 6.03. Vis Major. In the event that the
Parties shall be delayed, hindered in or prevented from the
performance of any act required hereunder by reason of
strikes, lock -outs, labor troubles, inability to procure
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WLS106-14B
ma r' f -I urs _ s _
.- �a�s, ai t.v:.cr, � J��i1.i_ivc iawS
or regulations, litigation under the California Environmental
Quality Act, riots, insurrection., the act, failure to act or
default of the other Party, war or reason beyond the Partv's
control, excluding financial inability, then performance of
such act shall be excused for the period of delay arising
from such cause. An extension of time by reason of any such
cause shall be for the period of the enforced delay and
shall commence to run from the time of the co-mm.encement of
the cause, if written notice by the Party claiming such
extension is delivered to the other Party within thirty (30)
days of the commencement of the cause.
Section 6.04. Law Governing. This Agreement
shall be construed in accordance with the Constitution and
laws of the State of California.
Section 6.05. Effective Date. This Agreement
shall become effective on the date of the exercise of the
option granted to the Redeveloper by the Agency pursuant
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o sect
ion 2.G'_ of th;- ODtion Agree7zent.
ATTEST
S--cretary
CARSON REDEVELOPMENT AGENCY
By
Chairman
THE FETNBERG GROUP
By
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