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HomeMy WebLinkAboutRES NO 049-01RESOLUTION NO. 0 4 9 - 0 A RESOLUTION OF THE COUNCIL OF THE CITY OF BAKERSFIELD REGARDING THE DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE CITY CENTER PROJECT. WHEREAS, the City of Bakersfield (the "City~') has previously acted pursuant to the Community Redevelopment Law (California Health and Safety Code sections 33000 et. seq.) to establish a redevelopment agency of the City known as Bakersfield Redevelopment Agency (the "Agency"); and WHEREAS, the Agency and Bakersfield City Council have previously completed proceedings pursuant to the Community Redevelopment Law (the "Law") to (a) establish the Southeast Bakersfield Redevelopment Project Area (the "Project Area") and (b) approve a redevelopment plan (the "Redevelopment Plan") for the Project Area; and WHEREAS, by cooperative efforts of the City and the Agency, a Disposition and Development Agreement ("the DDA") has been reached in form and concept with the Developer, Ray P. Olmscheid, an individual, in conjunction with D.W. Sivers Company, an Oregon "C" corporation, authorized to do business in the State of California, whereby the Developer will develop an entertainment center in the Project Area ("City Center Project") provided the City and Agency develop a multi-use stadium at the same time and location; and WHEREAS, an ad-hoc committee, consisting of three Council members and three Agency members was formed to oversee the negotiation and construction of the DDA; and WHEREAS, the ad-hoc committee has reviewed numerous drafts of the DDA; and WHEREAS, while language in the DDA may need to be clarified, the terms and basic deal points will not change prior to Council and Agency authorization to execute the DDA. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAKERSFIELD as follows: 1. The above recitals are true and correct; 2. The Disposition and Development Agreement attached hereto is approved;. The requisite staff members are authorized to execute the attached Disposition and Development Agreement after the Developer's authorized representatives execute the Agreement. -- Page 1 of 3 Pages -- ~-. I HEREBY CERTIFY that the foregoing Resolution was passed and ad. opted by the Council of the City of Bakersfield at a special meeting thereof held on MAR 2 IJ Z001, by the following vote: AYES: NOES: ABSTAIN: ABSENT: COUNCILMEMBER CARSON BENHAM, MAGGARD, OOUC+t, HANSON, SULLIVAN, SALVAGGIO COUNCILMEMOER COUNClLMEMBER l',~o~. COUNCILMEMBER CITY CLERK and Ex Officio Cl~ of the Council of the City of Bakersfield MAR 28 Z001 APPROVED MAYOR of Bakersfield APPROVED as to form: BART J. THILTGEN City Attorney By~Z~/~.~ / JANICE S~CA" LAN Deputy City Attorney S :'~COU NClL'~Resos~cityce nter D DAfor m 2.wpd -- Page 2 of 3 Pages -- RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: City of Bakersfield 1501 Truxtun Avenue Bakersfield, CA 93301 Free Recording in Accordance With Section 6103 of the California Government Code DISPOSITION AND DEVELOPMENT AGREEMENT BAKERSFIELD, CALIFORNIA Mr. Alan Tandy Executive Director Bakersfield Redevelopment Agency 1501 Truxtun Avenue Bakersfield, CA 93301 661/326-3751 EXHIBIT"_/ OP. IGIN^L AGREEMENT NO. DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is made and entered into on among the CITY OF BAKERSFIELD, a municipal corporation and California charter city ("CITY" herein), the BAKERSFIELD REDEVELOPMENT AGENCY, a redevelopment agency and public body corporate and politic, organized and existing under the laws of the State of California ("AGENCY" herein), RAY P. OLMSCHEID, an individual, in conjunction with D.W. SlVERS COMPANY, an Oregon "C" corporation, authorized to do business in the State of California ("DEVELOPER" herein). CITY, AGENCY and DEVELOPER agree as follows: ARTICLE I 100. PURPOSES OF THE AGREEMENT 101. The purpose of this Disposition and Development Agreement (hereafter "Agreement") is to effectuate the Redevelopment Plan for the Southeast Bakersfield Redevelopment Project Area ("Redevelopment Plan") by providing for redevelopment of certain real property ("the Site") included within the boundaries of the Southeast Bakersfield Redevelopment Project Area. The redevelopment of the Site pursuant to this Agreement and the fulfillment of this Agreement are in the vital and best interests of the City of Bakersfield, and the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. 102. CITY and AGENCY desire to assist in the redevelopment of the Site in order to stimulate full and gainful employment of residents of the City, expand the AGENCY's tax increment revenues through increased property values and enhance the general economic prosperity, health, safety and welfare of the residents of the City via the creation of employment opportunities. 103. The Site is that real property bounded by the Burlington Northern Santa Fe Railroad tracks on the north, "N" Street on the west, "T" Street on the east and California Avenue on the south (Entertainment Portion and Stadium Portion) and California Avenue on the north, "M" Street on the west, "O" Street on the east and 10th Street on the south (Housing Portion) in the City of Bakersfield, County of Kern, State of California. A preliminary legal description is set out in Exhibit "A" and attached hereto and incorporated herein by reference. A map of the Site is attached hereto as Exhibit "B" and incorporated herein by reference. Multi-Use Stadium Lease S :'~Ed cd~CityCe nte r~ag rs~citycent erd dad r 19fnl.wpd ~,~ March29.2001 (4:02PM) Page 1 of 28 Pages 104. CITY and AGENCY desire to protect and promote the sound development and redevelopment of blighted areas, including the Site and other property adjacent to it, and to assist such redevelopment efforts, all subject to the conditions precedent specified herein and the requirements of all applicable laws, including, but not limited to, the Community Redevelopment Law of the State of California, commencing with Section 33000 of the California Health and Safety Code. 106. Ultimate redevelopment of this Site in a manner consistent with the Redevelopment Plan will promote the public health, peace, safety and welfare of the community, and would effectuate the purposes and policy of the Community Redevelopment Law (Health and Safety Code §§ 33000, et seq.). 106. The redevelopment of the Site could not reasonably be accomplished by private enterprise acting alone without the aid and assistance of CITY and AGENCY. 107. The parties desire to enter into an agreement consistent with the above recitals to ensure the redevelopment of the Site in accordance with the terms and conditions specified herein. ARTICLE II 200. SUMMARY OF THE AGREEMENT 201. The Aqreement, This Agreement sets forth the means and processes through which DEVELOPER, CITY and AGENCY shall cause the redevelopment of the Site. 202. The Site. The "Site" is that portion of the Southeast Bakersfield Redevelopment Project Area shown generally on the Site Map attached to this Agreement as Exhibit "B," attached hereto and incorporated herein by reference. A legal description of the Site is set out in Exhibit "A,' attached hereto and incorporated herein by reference. On Exhibit "B," the Site is divided into the Entertainment Portion, the Stadium Portion and the Housing Portion. DEVELOPER shall be responsible for the redevelopment of the Entertainment Portion of the Site. CITY and AGENCY shall be responsible for the redevelopment of the Stadium Portion of the Site. A separate developer shall be responsible for the Housing Portion of the Site. 203. The Proiect. The "Project" consists of redevelopment of the Site by constructing a commercial center consisting of a multi-plex movie theater, a commercial/retail center, a multi-use stadium (to be used for such things as professional and non-professional soccer, graduations, concerts, conventions, etc.), a multi-use recreation and ice skating facility, several restaurants, a sports-themed restaurant. A 180- unit senior Iow-income housing will be constructed by a separate developer· Neither CITY, AGENCY or DEVELOPER are responsible for the construction of the housing portion of the Pr ect. Multi-Use Stadium Lease · ril.; S:~dcd~Ck~CenteCag rs~citycenterddadrl 9fnl.wpd March29,2001 (4:02PM) Page 2 of 28 Pages 204. The Redevelopment Plan. This Agreement is subject to and in conformance with the provisions of the Southeast Bakersfield Redevelopment Plan which has been approved and adopted by the City Council of the City of Bakersfield by Ordinance No. 3905 on June 30, 1999 and amended on March 28, 2001 by Ordinance No. , and as it may be subsequently amended. Said Redevelopment Plan is incorporated herein by reference and made a part hereof. 205. The Southeast Redevelooment Pro_iect Area. The Southeast Bakersfield Redevelopment Project Area is located in the City of Bakersfield, California, the exact boundaries of said Project Area are specifically described in the Southeast Bakersfield Redevelopment Plan, on file with the City Clerk of CITY and incorporated herein by this reference. ARTICLE III 300. PARTIES TO THE AGREEMENT 301. City. The City of Bakersfield is a municipal corporation and California charter city. The principal office of the CITY is located at City Hall, 1501 Truxtun Avenue, Bakersfield, California 93301. 302. A_oency. The Bakersfield Redevelopment Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.). The principal office of the AGENCY is located at City Hall, 1501 Truxtun Avenue, Bakersfield, California 93301. 303. Developer. DEVELOPER consists of RAY P. OLMSCHEID, an individual, in conjunction with D.W. SIVERS COMPANY, an Oregon "C" corporation, authorized to do business in the State of California. The principal office of DEVELOPER is located at 190 North Wiget Lane, Suite 260, Walnut Creek, California 94598. DEVELOPER has extensive knowledge and experience in (i) retail development; (ii) construction supervision and inspection; and (iii) the coordination of the engineering, architecture and construction of large multi-tenant properties. The substitution or addition of any entity as a party to this Agreement pursuant to this Section 303 shall not be effective unless and until such substituted or additional entity has furnished to CITY and AGENCY, in form acceptable to its legal counsel, an express undertaking to be bound by all provisions of this Agreement which apply to DEVELOPER. Such substitution must be consented to in writing by CITY and AGENCY. 304. Contract Manager. All notices, contacts and submittals required of DEVELOPER by this Agreement shall be in writing to the City Manager of the City of Bakersfield, or his designee, at the address set forth in Section 301 herein. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadrl 9fnl .wpd 7.~. ,r-~.~'~ March 29, 2001 (4:02PM) Page 3 of 28 Pages ARTICLE IV 400. CONDITIONS PRECEDENT TO CITY AND AGENCY OBLIGATIONS The following are conditions precedent to the obligations of CITY and AGENCY. Until the conditions are satisfied, neither CITY nor AGENCY are obligated to take any action under this Agreement. These conditions must be satisfied by the time stated or, if no time is stated, within one hundred twenty (120) days after CITY and AGENCY approval of the Agreement. The CITY and AGENCY, in writing, may waive any condition or agree in writing to extend the time for satisfaction. Each of these conditions precedent must be satisfied prior to any obligation of the CITY and AGENCY to be effective. Failure to satisfy any of these conditions precedent within the time stated, or within any mutually-agreed extended time, shall terminate this Agreement with no liability of DEVELOPER, CITY or AGENCY for any direct or consequential damages. 401. Existence and Authority of Developer. On or before signing this Agreement, DEVELOPER will deliver the following to the CITY and AGENCY: (a) a certified copy of DEVELOPER'S' operating agreement, signed by all members, (i) confirming that the purpose of each entity is to construct and operate its portion of the Project, (ii) authorizing DEVELOPER to enter into and perform this Agreement, (iii) naming Ray Olmscheid as the Managing Member of DEVELOPER, (iv) authorizing Ray Olmscheid to execute this Agreement and any and all documents necessary to carry out the purposes of this Agreement; (b) a tax identification number for DEVELOPER; (c) evidence that DEVELOPER is adequately capitalized. 402. Financino Commitments. Within one hundred twenty (120) days of the execution of this Agreement by all parties, DEVELOPER will provide construction and permanent loan commitments from qualified conventional commercial lenders and evidence of equity capital in sufficient amounts for DEVELOPER to complete DEVELOPER's responsibilities under this Agreement. Any terms and conditions to the loan commitments and the evidence of sufficient equity capital must be acceptable to CITY and AGENCY in their sole discretion. The commitments must be signed by the lenders and accepted in writing by DEVELOPER. All major tenants shall provide DEVELOPER with evidence of satisfactory financial commitments in amounts sufficient to ensure such tenants can supply the required furniture, fixture and equipment for the portion of the Project that they are to occupy. Evidence of those financial commitments must be acceptable to CITY and AGENCY in their sole discretion. DEVELOPER shall provide to CITY and AGENCY a duplicate copy of the entire package of submittals to the qualified commercial lenders and any updates thereto at the same time of submission to the lenders. 403. Leases from Ma_ior Tenants. Within sixty (60) days of execution of this Agreement by all parties, DEVELOPER shall provide signed lease agreements with each of the following entities: (a) a lease with Montezuma Esparza to occupy and operate an approximately 70,000 square foot movie theater and to provide approximately $2.3 million of furniture, fixtures and equipment for the theater; (b) a lease with a sports-themecd?~'.2.,? Multi-Use Stadium Lease ';~ S:~Edcd~CityCenter~agrs~citycenterddadrl 9fnl.wpd '~ ,~ March 29. 2001 (4:02PM) Page 4 of 28 Pages restaurant to occupy and operate an approximately 9,000 square foot restaurant on the Site; (c) a lease with Community Sports and Events, Inc. to occupy and operate a community recreation and ice skating facility in an approximately 73,000 square foot facility. All such leases shall conform with representations heretofore made by DEVELOPER to CITY and AGENCY, such conformance to be determined at the sole discretion of CITY and AGENCY. If an individual who has sufficient financial capability to perform the lease obligations does not execute each lease as an individual, then such a person shall guaranty each lease by a guaranty acceptable to CITY and AGENCY in their sole discretion. 404. Leases or purchase agreements for other restaurant _Dads. DEVELOPER does not intend to begin construction on the four (4) restaurant pads along the Kern Island Canal (riverwalk) until construction of the multi-use stadium commences. All four pads will be leased and/or sold and open for business no later than November 30, 2002. As required by Redevelopment Law, this Agreement must impose covenants running with the land assisted by the Bakersfield Redevelopment Agency. Therefore, DEVELOPER's conveyance to any purchaser will be subject to the same covenants and conditions contained in this Agreement and in the Grant Deed. As a successor in interest to DEVELOPER, the purchaser of any parcel will be, and must agree to be bound by, the terms of this Agreement. This includes, without limitation, the requirement to begin and complete construction in accordance with the Schedule of Performance contained herein. Any purchase agreement shall contain language so stating. 406. Credit Re_Dorts and Financial Statements. On or before CITY and AGENCY approve this Agreement, DEVELOPER will provide credit reports, financial statements, and financial data, satisfactory to the CITY and AGENCY or their designee, evidencing DEVELOPER's financial ability to complete DEVELOPER's obligations hereunder. 406. Marketino Plan for Pro_iect. Within forty-five (45) days of the execution of this Agreement by all parties, DEVELOPER will provide its marketing plan which will demonstrate how DEVELOPER will market the Project to potential lessees as well as the public to ensure the economic success of the Project. 407. Performance and Material and Labor Bonds. Within one hundred twenty (120) days of execution of this Agreement by all parties, DEVELOPER shall cause to be issued, a performance (completion) bond and a payment bond (labor and materials bond), each in the amount of one hundred percent (100%) of the estimated hard, construction cost (not land value or architectural costs) of DEVELOPER's portion of the Project, from a surety company admitted and licensed in California with a Best rating of "A" or better and approved by CITY and AGENCY, and naming the CITY and AGENCY as beneficiaries. These bonds must be in a form approved by CiTY's legal counsel. 408. Security Plan fOr Proiect. Within one hundred twenty (120) days of Multi-Use Stadium Lease ~:~ ~I S:~Edcd\CityCenter~ag rs~citycenterddadrl 9fnl.wpd ~ ~'~' March 29,2001 (4:02PM) Page 5 of 28 Pages ,. ~ c execution of this Agreement by all parties, DEVELOPER shall provide CITY and AGENCY with a Security Plan outlining the measures DEVELOPER will be taking to ensure the day- to-day security of the patrons of the Project, the parking lots and the buildings. Such security plan shall provide for the provision of on-site security guards, security lighting in parking areas, loading areas and walkways; use of dead-bolts, lighting, alarms, and other design features to increase on-site security; elimination of areas of concealment; provision of visible addresses and access for emergency vehicles. Such plan shall be a part of the Covenants, Conditions and Restrictions referred to in Section 1203 herein. 409. Architectural Advisory_ Committee. On February 28, 2001, CITY's Council created an Architectural Advisory Committee. This Committee consists of a tree/landscape expert, a local engineer, a landscape architect, a local architect and an expert in the arts. During the one hundred twenty (120) days following execution of this Agreement by all parties, DEVELOPER shall continue to meet with the Architectural Advisory Committee to incorporate aesthetic design features into the Project. ARTICLE V 500. CONDITIONS PRECEDENT TO DEVELOPER'S OBLIGATIONS The following are conditions precedent to the obligations of DEVELOPER. Until the conditions are satisfied, DEVELOPER is not obligated to take any action under this Agreement. These conditions must be satisfied by the time stated or, if no time is stated, then within one hundred twenty (120) days after CITY and AGENCY approve this Agreement. DEVELOPER, in writing, may waive any condition or agree in writing to extend the time for satisfaction. Each of these conditions precedent must be satisfied prior to any obligation of the DEVELOPER to be effective. Failure to satisfy any of these conditions precedent within the time stated, or within any mutually-agreed extended time, shall terminate this Agreement with no liability of DEVELOPER, CITY or AGENCY for any direct or consequential damages. 501. Lease with Single "A" baseball team for use of multi-use stadium. Entering into a lease agreement with a single "A" baseball team for the use of the multi-use stadium. DEVELOPER acknowledges that CITY cannot execute such an agreement until CITY and AGENCY approve this Agreement. 502. Environmental Review. Completion and adoption of an environmental impact report under the California Environmental Quality Act regarding the Project. Completion and adoption of appropriate findings under the National Environmental Protection Act regarding the Project. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadrl 9fnLwpd March 29, 2001 (4:02PM) 503. Amendment of Southeast Bakersfield Redevelopment Plan. The Redevelopment Plan must be amended to identify the multi-use stadium as a facility which may be financially assisted by AGENCY. Page 6 of 28 Pages 504. City/Agency Fundino of Multi-Use Stadium, CITY and AGENCY shall work diligently to undertake a funding mechanism to ensure that the multi-use stadium can be constructed. Every effort will be made to coordinate closing of CITY/AGENCY's funding mechanism with DEVELOPER's loans. Public records concerning CITY's and AGENCY's efforts shall be given to DEVELOPER upon written request. However, CITY and AGENCY shall not be required to close their funding mechanism prior to DEVELOPER's satisfaction of all its conditions precedent. 505. Guaranteed Maximum Price. CITY and AGENCY must approve the guaranteed maximum price and authorize execution of a contract for the construction of the Multi-Use Stadium. In the event the guaranteed maximum price is unacceptable to CITY and/or AGENCY, CITY and AGENCY shall have the right to terminate this Agreement with no liability to DEVELOPER or any third party for any direct or consequential damages. ARTICLE VI 600. ACQUISITION OF THE SITE 601. Acquisition of the Site. DEVELOPER shall use its best efforts to acquire all non-residential properties making up the Entertainment Portion of the Site which, at the time of execution of this Agreement, are not owned by DEVELOPER, CITY or AGENCY nor needed by CITY for multi-use stadium and its requisite parking. CITY and AGENCY shall use their best efforts to assist DEVELOPER in acquiring all residential properties making up the Entertainment Portion of the Site which, at the time of the execution of this Agreement, are not owned by DEVELOPER, CITY or AGENCY. CITY and AGENCY shall use their best efforts to voluntarily acquire all properties needed for the multi-use stadium and its requisite parking. Except for parcels required for the multi-use stadium, the multi-use recreation and ice skating facility and their requisite parking, all funds for purchase of property making up the Entertainment Portion of the Site shall be DEVELOPER's funds. DEVELOPER shall be available for consultation with CITY and AGENCY on issues relating to the coordination of the acquisition of properties and demolition of improvements on the properties needed for the multi-use stadium. DEVELOPER shall be available to supervise the removal of hazardous waste, if any exists, from any properties acquired by CITY and/or AGENCY for the multi- use stadium. DEVELOPER shall be available, if requested by CITY or AGENCY, to supervise any site work on the multi-use stadium site. Multi-Use Stadium Lease S:~Edcd\CityCenter~agrs~citycenterddadrl 9fnl.wpd March 29. 2001 (4:02PM) Page 7 of 28 Pages DEVELOPER shall use up to EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) of community-donated funds to write down the cost of construction of the ice-rink portion of the multi-use recreation and ice skating facility only. DEVELOPER need not acquire any properties owned by CITY. CITY shall contribute any CITY-owned land which is required for the construction of the multi-use recreation and ice skating facility and requisite parking via a land lease with DEVELOPER. In the event that more land than is owned by CITY is required for the multi-use recreation and ice skating facility, CITY shall acquire the needed property and shall lease those parcels to DEVELOPER in exchange for DEVELOPER granting to CITY parcels of similar square footage and characteristics which DEVELOPER is acquiring elsewhere on the Site which are needed by CITY to meet its requirements under this Agreement. A table outlining the assessor's number, assessed base value and entity acquiring the property is attached hereto as Exhibit "¢" and incorporated herein by reference. DEVELOPER agrees that no property owner will be offered less than fair market value for their property as determined by appraisals performed pursuant to City of Bakersfield Agreement No. 00-211. Fair market value may be achieved by means other than cash (e.g., a property owner may be amenable to acceptance of title to another property of equal value in lieu of cash). DEVELOPER is free to negotiate property acquisition and structure land exchanges relative to properties as DEVELOPER deems appropriate provided all redevelopment and relocation laws are followed. As outlined above, if a property owner prefers another property in lieu of cash, such a transaction is permitted as long as the property owner receives the equivalent of fair market value and all relocation issues are resolved to the owner's and tenant's satisfaction. DEVELOPER agrees and understands that all property acquisitions are subject to state and/or federal relocation requirements. DEVELOPER shall inform all owners and tenants of their rights under the California relocation laws or federal relocation laws, whichever are applicable. DEVELOPER shall give each owner and tenant contacted the relocation information brochure within sixty (60) days of initiation of negotiations for acquisition. A sample of that form is attached hereto as Exhibit "D." Each owner, tenant, lessee or sublessee shall sign an acknowledgment of receipt of that relocation information sheet. The form of that arknowledgmen[ is attached hereto as r:xhibit ,,F.,, DEVELOPER shall submit all acknowledgment receipt forms to CITY's Senior Real Property Agent at the address set forth in Section 301 herein as soon as possible after they are signed. CITY and AGENCY shall use a purchase agreement in the form attached hereto as Exhibit"F." Such purchase agreement will contain a nominee clause which will allow for the any property purchased by CITY or AGENCY to be deeded directly to DEVELOPER upon close of escrow, for all properties acquired by CITY or AGENCY which are required by DEVELOPER for the Project. .. Multi-Use Stadium Lease ~- S:~dcd\CityCenter~agrs~citycenterddadrl 9fnLwpd '/,~ March29,2001 (4:02PM) Page 8 of 28 Pages :" ~,.r.i'.l~,~L DEVELOPER, CITY and AGENCY shall devote their best efforts to ensure that all escrows close simultaneously. CITY and AGENCY shall adopt a Relocation Plan which shall address the relocation needs of all residences and non-profit organizations. In the event all reasonable efforts fail and DEVELOPER, CITY and/or AGENCY cannot successfully negotiate for the purchase of a property(les), CITY and/or AGENCY agree to explore the possibility of condemnation. CITY and/or AGENCY do not guarantee that condemnation will be used, as each property must be evaluated on a case- by-case basis as to its public use and necessity and other issues. If, after the requisite public hearings, the required findings can be made, CITY and/or AGENCY will proceed with the condemnation. Prior to requesting condemnation, all parties must agree in writing that it is impossible to voluntarily acquire the property(ies). DEVELOPER agrees to reimburse CITY and/or AGENCY for the actual costs (exclusive of staff costs) associated with such condemnation action(s), if any. Said costs specifically include, but are not limited to, litigation guarantee(s) provided by a title company and all costs/fees associated with efforts to obtain pre-judgment possession of property, including the required deposit of fair market value prior to possession granted to CITY or AGENCY. CITY and AGENCY shall utilize the same procedures outlined above in acquiring the residential properties for the Entertainment Portion of the Project. For all voluntary acquisitions, escrow will open as soon as possible after satisfaction of all conditions precedent by all parties. DEVELOPER shall consult with and assist the CITY in the acquisition of the AME Church property and the subsequent relocation thereof by: Negotiating the purchase price; Locating and negotiating the purchase of a site for a new church acceptable to AME Church; Negotiating the contract for construction of a new church for AME Church; Overseeing construction of such new church; Assisting in locating a temporary site for the AME Church to occupy while new church is under construction. Multi-Use Stadium Lease S:~Edcd~ityCenter~agrs~citycenterddadr 19fnJ,wpd March 29, 2001 (4:02PM) Page 9 of 28 Pages ARTICLE VII 700. CONDITIONS PRECEDENT TO CITY/AGENCY'S OBLIGATIONS TO ACQUIRE ANY PART OF THE SITE The following are conditions precedent to CITY and AGENCY's obligations to acquire any part of the Site for the Project. The party named must satisfy the condition by the time set forth unless the party benefitting waives the condition, or agrees in writing to an extension of time. The party to benefit from the condition may terminate this Agreement as provided herein for failure of any of the following conditions: 701. Appraisals and Review Appraisals. In order to ensure property owners receive just and full compensation, fair and objective property valuations and consistency in acquisition, CITY has procured the services of certified appraisers to appraise all properties contained within the Site (initial appraisals and review appraisals). DEVELOPER shall reimburse CITY for the costs and expenses of such appraisals as set forth in Agreement No. 00-211, approved by the City Council on August 16, 2000. 702. Adoption of Relocation Plan and Reolacement Housing Plan. CITY and AGENCY must adopt a Relocation Plan and AGENCY must adopt Replacement Housing Plan. 703. Developer's Deposit of Acquisition Funds. Within ten (10) days of execution of a reimbursement agreement between CITY, AGENCY and DEVELOPER, DEVELOPER shall deposit with a title company of CITY and AGENCY's choice an amount at least equal to the aggregate amount of all of the residential properties which must be acquired for the Entertainment Portion of the Project. Additionally, DEVELOPER shall deposit an amount at least equal to the estimated costs to relocate all of the residents and other acquisition costs associated with the Entertainment Portion of the Project. Such deposit of funds shall be cash or an irrevocable letter of credit satisfactory to CITY and AGENCY. 704. Reimbursement Ao_reement. The parties agree that within ninety (90) days after execution of this Agreement by all parties, they shall execute a Reimbursement Agreement which shall require DEVELOPER to reimburse CITY and/or AGENCY for any amounts expended to acquire options to purchase any of the residential properties in the Entertainment Portion of the Site, as well as any amounts expended to acquire clear title to and ownership of those same properties for DEVELOPER. Multi-Use Stadium Lease S:~Edccl~CityCenter~agrs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 10 of 28 Pages ARTICLE VIII 800. DISPOSITION OF THE SITE 801. After all of the properties within the Site are acquired by either CITY, AGENCY or DEVELOPER, the parties shall meet and review how to transfer title of properties to each other as needed for the Project. For example, CITY will need clear title to all properties upon which the multi-use stadium and its requisite parking will be constructed and the multi-use recreation and ice skating facility. DEVELOPER shall need title to all other properties. In lieu of sale of the properties between the CITY, AGENCY and DEVELOPER, it is agreed that all parties will exchange "like-for-like" properties (cleared land for cleared land, paved parking lot for paved parking lot) of the same or like square footage. CITY, AGENCY and DEVELOPER agree that all necessary demolition will be completed prior to transfer of title of any property to any other party to this Agreement. All foundations shall be removed prior to the transfer of title. All asphalt shall be removed prior to transfer of title. The Phase I and/or Phase II, if required, environmental review shall be completed and any remediation shall be completed prior to the transfer of title. Any CITY-owned parcels needed either for the construction of the multi- use recreation and ice skating facility or the required parking therefor (approximately 2.54 acres) shall be leased to DEVELOPER for twenty-three (23) years for ONE DOLLAR ($1.00) per year under the following conditions: 1) DEVELOPER shall execute a lease with CITY substantially in the form attached hereto as Exhibit "G'; 2) DEVELOPER will compute the rent DEVELOPER charges to its multi-sports facility tenant to be only that amount needed to fully amortize DEVELOPER's out-of-pocket cost of construction (including the parking) -- DEVELOPER shall not recover the amount of money donated by the community or other non- DEVELOPER sources. After the multi-use recreation and skating facility construction is completed and accepted by CITY, DEVELOPER shall by grant deed transfer ownership of the ice rink portion of the multi-use recreation and skating facility to CITY. Notwithstanding CITY ownership of the ice rink portion of the facility, DEVELOPER shall enter into an agreement with its multi-use recreation and ice skating facility tenant (Community Sports and Events, Inc.) requiring Community Sports and Events, Inc. to pay for and install all furniture, fixture and equipment called for in the design plans (dasher boards, glass, zamboni, ice making and coolant circulation equipment, etc.) on the ice rink portion of the multi-use recreation and skating facility. DEVELOPER's tenant shall pay all operation and maintenance costs of the entire multi-use recreation and skating facility, including, without limitation, all utilities, telephone, taxes, government fees, repairs, upkeep, insurance, etc., necessary to obey all laws, statutes, regulations and ordinances and to maintain the multi-use facility in a first-class condition. In consideration of DEVELOPER's tenant's installation of the furniture, fixtures and equipment on the ice rink portion of the facility, CITY shall grant DEVELOPER's tenant a Multi-Use Stadium Lease .7. t,{,~ S:~Edcd\CityCenter~agrs~citycenterddadrl 9fnLwpd ~) March 29, 2001 (4:02PM) Page 11 of 28 Pages ~. ~?i:~!i.l,.~L~,~ twenty-three year license to operate the ice rink portion of the multi-use recreation and skating facility. In the event the ice rink portion of the facility is not operated as such during the twenty-three year license period, CITY shall have the right to purchase all of the furniture, fixtures and equipment on the ice rink portion at the current fair market value or to use the ice rink space for any other purposes. If the non-ice rink portion of the facility ceases to be used as a multi-use facility and required parking, the lease amount paid by DEVELOPER to CITY shall cease to be ONE DOLLAR ($1.00) and shall revert to full fair market value. Additionally, CITY shall have the option to purchase, at a maximum of fair market value, the non-ice rink portion of the facility within sixty (60) days of cessation of the facility's use as a multi-use recreation facility. CITY shall enter into an agreement with Community Sports and Events, Inc. ("CS&E" herein) which will enable CITY, the Greater Bakersfield Convention and Visitor's Bureau ("CVB"), or SMG to use certain areas of the non-ice rink portion of the multi-use recreation and skating facility for events, including, but not limited to AAU contests and other sporting events, concerts, proms, graduations and other community-oriented events. Additionally, the agreement will require CS&E to make 200 public skate passes available to local elementary school children. The details and timing of such uses are set forth in said Exhibit "G" attached hereto and incorporated herein by reference. The agreement with CS&E shall be in place for ten (10) years commencing upon DEVELOPER's receipt of the certificate of occupancy for the multi-use recreation and skating facility. The annual payment for CITY's use of the facility shall be $60,000.00 and shall be made to CS&E. Such payment will make operation of the facility economically feasible for CS&E and ensure the facility will be available to patrons who may not otherwise be able to utilize all of its outstanding features. Upon expiration of the lease term on the real property, the CITY shall have the option to purchase, at a maximum of fair market value, the non-ice-rink portion of the facility or enter a lease with DEVELOPER, CS&E or some other private entity. 802. Parcel Exchange(s). CITY, AGENCY and DEVELOPER shall place in an escrow, pending the successful completion of the financing package and other predisposition requirements, grant deeds to the properties in form and substance attached hereto as Exhibit "H" reasonably satisfactory to DEVELOPER, CITY and AGENCY. These deeds will be made out in the name of Ray P. Olmscheid and D.W. Sivers Company, the CITY OF BAKERSFIELD or the BAKERSFIELD REDEVELOPMENT AGENCY and will be a fee simple conveyance of the properties subject to each party's rights as set forth herein. DEVELOPER shall have the right to encumber its property to the extent necessary to secure the debt instruments referred to herein. CITY and AGENCY shall take all actions consistent with this section to permit said encumbrance of the Entertainment Portion of the Site for purposes of obtaining construction and/or long-term financing specifically related to the construction of the Entertainment Portion of the Project. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadr 19fnLwpd March 29, 2001 (4:02PM) Page 12 of 28 Pages 803. Conditions Precedent to Parcel Exchan _~e(s). Prior to conveyance by CITY or AGENCY of any property within the Entertainment Portion of the Site to DEVELOPER, the following conditions must be completed: The Planning Commission of the City of Bakersfield must find the acquisition and/or disposition of the property(ies) to be in conformance with the City of Bakersfield's General Plan (Government Code section 65402). All of DEVELOPER's financing as set forth in this Agreement shall be in place. The Performance and Payment Bonds as set forth herein must be delivered to CITY. Indemnification for hazardous materials/contamination/clean-up provided. E. Insurance as required herein. 804. Eminent Domain. If, after DEVELOPER, CITY and AGENCY agree that a particular property within the Site is not attainable via voluntary purchase, the parties acknowledge that DEVELOPER will request CITY or AGENCY to condemn the property. Neither CITY nor AGENCY guarantee that any property will be acquired using eminent domain. CITY and/or AGENCY shall use their best efforts to acquire the property(les), but must review each parcel on a case-by-case basis and, if the requisite findings can be made at a noticed public hearing, will proceed with condemnation. 805. Possession of Entertainment Portion of the Site bv DeveloPer. Upon successful completion of all of the above-listed pre-disposition conditions, the escrow agent shall be authorized to transfer the CITY and AGENCY-owned property(les) within the Entertainment Portion of the Site (except that upon which the multi-use recreation and ice skating facility is to be constructed) to DEVELOPER and record the deeds in DEVELOPER's name. CITY and AGENCY warrant and agree, upon transfer of title to the property(les), that the DEVELOPER shall have the right of possession of the property(les) so that it may expeditiously complete its work hereunder. Additionally, the escrow agent shall be authorized to transfer the requisite DEVELOPER-owned property(les) within the Stadium Portion of the Site to CITY and record the deeds in CITY's name. DEVELOPER warrants and agrees, upon transfer of title to the property(les), that CITY shall have the right of possession of the property(les) so that it may expeditiously complete its work hereunder. The parties agree that the zoning at the time of the commencement of the term of this Agreement is such as to permit the development and construction of the Project in accordance with the terms of this Agreement. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadr 19fnl.wpd March 29, 2001 (4:02PM) Page 13 of 28 Pages If the soil conditions, including presence of hazardous materials, of the property(les) are not, in all respects, entirely suitable for the use or uses to which the property(les) will be put, then it is the sole responsibility and obligation of the DEVELOPER to take such action as may be necessary to place the property(les) in a condition suitable for development. 806. Preliminary_ Work by Entertainment Developer. Prior to the transfer of title to the property(les) from CITY or AGENCY to DEVELOPER, representatives of DEVELOPER shall have the right of access to the property(les) at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. DEVELOPER shall defend, indemnify and hold CITY and AGENCY harmless for any injury or damages arising out of any activity of DEVELOPER, its agents, employees or independent contractors, pursuant to this Agreement. DEVELOPER shall have access to all data and information regarding the Site in the possession of or reasonably available to CITY and AGENCY. Any work undertaken on the CITY or AGENCY-owned property(les) by DEVELOPER prior to conveyance of title thereto shall be done at DEVELOPER's sole expense and only in accordance with this Agreement. DEVELOPER shall save, hold harmless and indemnify CITY and AGENCY against any claims resulting from such work, access or use of the property(les). Copies of all data, surveys and tests, including but not limited to the cost analysis performed or obtained by DEVELOPER on the Site shall be filed with CITY and AGENCY. Any preliminary work by DEVELOPER shall be undertaken only after securing all necessary permits from the appropriate governmental agencies. 807. Title Insurance, CITY and AGENCY agree, on or before the transfer of title to any property within the Site to DEVELOPER, to furnish to DEVELOPER, at DEVELOPER's cost, through a title company satisfactory to DEVELOPER, a CLTA Owner's Form policy or its equivalent (the "Title Policy") with such endorsements as DEVELOPER or DEVELOPER's lender, if any, may reasonably require covering the Site and insuring DEVELOPER in the amount of the estimated completed value of the Site that fee simple title is vested in ENTERTAINMENT DEVELOPER subject only to (1) the standard printed exceptions contained in the Title Policy; (2) liens arising by reason of any current non-delinquent general taxes, bonds and assessments due or payable on all or any part of the Site; and (3) the Permitted Exceptions as defined in the Title Policy. The Title Policy shall contain affirmative endorsements ensuring DEVELOPER that there are no violations of any restrictive covenants, if any, affecting the Site, and that the Site's improvements do not encroach onto any adjoining property, nor do any improvements on adjoining property encroach onto the Site. DEVELOPER agrees, on or before the transfer of title to any property within the Site to CITY, to furnish to CITY, at CITY's cost, through a title company satisfactory to CITY, a CLTA Owner's Form policy or its equivalent (the "Title Policy") with such endorsements as CITY, may reasonably require covering the Site and insuring CITY in the amount of the estimated completed value of the Site that fee simple title is vested in CITY subject only to (1) the standard printed exceptions contained in the Title Policy; (2) liens Multi-Use Stadium Lease S:~Edcd\CityCenter~agrs~citycenterddadrl 9fnl,wpd March 29, 2001 (4:02PM) Page 1 4 of 28 Pages ~ ~-' arising by reason of any current non-delinquent general taxes, bonds and assessments due or payable on all or any part of the Site; and (3) the Permitted Exceptions as defined in the Title Policy. The Title Policy shall contain affirmative endorsements ensuring CITY that there are no violations of any restrictive covenants, if any, affecting the Site, and that the Site's improvements do not encroach onto any adjoining property, nor do any improvements on adjoining property encroach onto the Site. ARTICLE IX. 900. DEVELOPMENT OF THE SITE 901. Scope of Develo_oment. The Site shall be developed in accordance with this Agreement and, more particularly, the plans and specifications furnished by DEVELOPER to and approved by CITY and AGENCY, which define the overall development which will occur at the Site. 902. Cost of Construction. The cost of redeveloping and constructing all improvements on the Site (with the exception of the multi-use Stadium and Stadium-related parking areas and the Housing Portion) shall be borne by DEVELOPER using its own funds and the donated funds described in Paragraph 601 herein. In the event the Project should cost more to construct than estimated herein or DEVELOPER makes changes to the Project which increase the redevelopment costs, DEVELOPER shall pay for and bear full responsibility for all such costs. 903. Schedule. On or before execution of this Agreement by all parties, DEVELOPER shall submit to CITY and AGENCY for review and approval a schedule outlining the time frame in which all work on the Project will be done. This document shall be in the form of Exhibit "1," attached hereto. Henceforth, this schedule shall be referred to as the "Schedule of Performance." DEVELOPER shall commence and complete all redevelopment within the times specified in the Schedule of Performance or such reasonable extension of said times as may be mutually agreed upon by CITY, AGENCY and DEVELOPER. The Schedule of Performance is subject to revision from time to time if mutually agreed upon in writing between DEVELOPER, CITY and AGENCY. The AGENCY's Executive Director or his designee, is hereby authorized to approve an extension of no more than thirty (30) days to any time set for performance in DEVELOPER's Schedule of Performance. Any extension will automatically add that same amount of time to any act which is contingent upon and to be performed subsequent to the act for which the extension was granted. DEVELOPER shall complete all redevelopment as required herein by November 30, 2002. It is anticipated that the multi-use stadium construction shall be completed and it will be open for business by November 30, 2002. In the event construction on the multi-use stadium is delayed in such a way that its construction will not be completed and the stadium open by November 30, 2002, DEVELOPER's Schedule of Performance will be extended such that the project will be completed the same time as the multi-use stadium. Multi-Use Stadium Lease S:~dcd~CityCenter~agrs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 15 of 28 Pages 904. Rehabilitation and Operation Standards. DEVELOPER shall redevelop, complete and maintain the Project in accordance with the plans and specifications delivered to CITY and AGENCY by DEVELOPER, which plans and specifications shall have been drawn by architects and engineers of DEVELOPER and shall have been approved for consistency with CITY's General Plan, the Southeast Bakersfield Redevelopment Plan and all applicable development standards by AGENCY and CITY. 905. Bodily In_iury. Property Damage and Workers' Compensation Insurance. Prior to the conveyance of any real property as set forth herein, DEVELOPER shale furnish or cause to be furnished to CITY and AGENCY duplicate originals or appropriate certificates of bodily injury and property damage insurance policies providing coverage on an occurrence basis in the amount of at least $2,000,000 for any person, $10,000,000 for any occurrence and $5,000,000 property damage, naming CITY and AGENCY as additional insureds. DEVELOPER shall also furnish or cause to be furnished to CITY and AGENCY evidence satisfactory to CITY and AGENCY that any contractor with whom it has contracted for the performance of work on the Site carries workers' compensation insurance as required by law. Such insurance shall be kept in force until CITY and AGENCY have issued its Certificate of Completion for the Project. Such insurance shall be placed with a carrier having a Bests' rating of A;VII or better, shall be primary insurance, shall not require contribution by any insurance or self-insured coverage of CITY and/or AGENCY, and shall provide that the carrier will give CITY and AGENCY at least thirty (30) days prior notice of any termination or substantial reduction of the coverage. 906. City_ and Other Govemmental Permits. Before commencement of demolition or development of any buildings, structures or other work of improvement upon the Site, or any other work provided for by this Agreement, DEVELOPER shall, at their own expense, secure, or cause to be secured, any and all permits which may be required by the City of Bakersfield or any other governmental or private agency affected by or having jurisdiction over such construction, development or work. Additionally, DEVELOPER shall require its construction contractor and all subcontractors to acquire a seller's permit (as required by Title 18, Section 1521 of the California Code of Regulations) associated with construction of the Complex on the Project Properties. 907. Rights of Access. For the purpose of assuring compliance with this Agreement, representatives of CITY and AGENCY shall have reasonable right of access to the Site without charges or fees and at normal construction hours during the period of redevelopment, including, but not limited to, the inspection of the work being performed in constructing the improvements provided, however, such inspections shall not unreasonably interfere with the redevelopment work in progress. DEVELOPER shall not be liable for any negligence of representative(s) of CITY or AGENCY in performing inspections. CITY and AGENCY expressly reserve any and all rights and immunities granted to them under applicable laws relating to negligence of their representatives in performing inspections hereunder. This provision shall not be construed to replace or modify inspection requirements arising out of the issuance of building permits or land use entitlements. Muifl-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadr 19fnl.wpd March 29, 2001 (4:02PM) Page 16 of 28 Pages 908. Local. State and Federal Laws. DEVELOPER shall carry out the development of the improvements and all other work and activities provided for in this Agreement in conformity with all applicable laws. It is understood that DEVELOPER is responsible for compliance with all applicable laws including, but not limited to, the California Labor Code, California Public Contract Code and the California Government Code. CITY and AGENCY make no representation as to the applicability or inapplicability of any laws regarding contracts, and especially the payment of prevailing wages thereunder. DEVELOPER will not hold or seek to hold CITY or AGENCY liable and DEVELOPER will indemnify CITY and AGENCY against third parties or other enforcement entities from and for any failure by DEVELOPER to comply with any such laws without regard to whether CITY or AGENCY knew, could have known, or should have known as to the necessity of such compliance. 909. Anti-Discrimination Durino Term of This Agreement. As with all projects in which the Bakersfield Redevelopment Agency is involved in any way, DEVELOPER, for themselves and their successors and assigns, agree that in the redevelopment of the Site and in the operations, management and maintenance provided for in this Agreement to be performed by DEVELOPER: DEVELOPER will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, ancestry or marital status. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; solicitations or advertisements for employees; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. DEVELOPER agree to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this nondiscrimination clause. Notwithstanding the foregoing provisions of this Section, DEVELOPER shall be entitled to employ union labor hereunder pursuant to the rules, regulations and practices of the applicable unions. 910. Taxes. Assessments, Encumbrances and Liens. Multi-Use Stadium Lease S:~Edcd~CityCentar~agrs~c[tycenterddadr 19fnl.wpd March 29, 2001 (4:02PM) DEVELOPER shall pay when due all personal property taxes and all other taxes or assessments due from DEVELOPER. Unless otherwise addressed herein, DEVELOPER shall pay when due all real estate taxes and assessments assessed and levied on the Site for any period subsequent to transfer of title to DEVELOPER. Nothing herein contained shall be deemed to prohibit DEVELOPER from contesting the validity or amounts of any tax, assessment, encumbrance or lien, nor to li,~!~e Page17of 28 Pages ~ ~ , ,.,~ ~ remedies available to DEVELOPER in respect thereto. After DEVELOPER acquires title to all properties pursuant to this Agreement, and DEVELOPER is not in default in respect to any of its obligations under this Agreement, then DEVELOPER may pledge their interest within the Site as collateral for the satisfaction of payment obligations associated with private financing where the proceeds thereof are used entirely for completion of the Project, and CITY and AGENCY hereby agree, jointly and severally, that any lien or encumbrance on the Site held by CITY or AGENCY and arising directly out of a loan or contribution made to DEVELOPER by CITY or AGENCY to assist in completion of the Project shall be subordinate to a lien created by DEVELOPER in order to obtain private financing for the Project. 911. Fees and Tax Rebates. In order to offset costs of constructing the multi-use stadium, DEVELOPER agrees that tax increment generated by the Project and flowing to AGENCY shall be used by AGENCY to assist CITY in financing the construction of the multi- use stadium. Because the tax increment money generated from the non-CITY-owned property(les) within the Entertainment Portion of the Site is going to be pledged to assist long- term repayment of the multi-use stadium, DEVELOPER agrees that the non-CITY-owned property within the Entertainment Portion of the Site will remain on the County tax rolls for a minimum of twenty-three (23) years commencing upon the Project receiving a Certificate of Occupancy from CITY's Building Department. If any portion of the non-CITY owned property(les) within the Entertainment Portion of the Site shall cease to remain on the tax rolls for any part of those twenty-three (23) years, DEVELOPER will have breached this Agreement and shall owe AGENCY and CITY an amount equal to the tax increment that would have been received by the AGENCY had the property not been removed from the tax rolls. This remedy is cumulative and is in addition to all other remedies allow at law or equity and available to CITY or AGENCY. Additionally, CITY pledges that the multi-use stadium will be used as a multi-use stadium for a minimum of twenty-three (23) years commencing upon the stadium receiving a Certificate of Occupancy from CITY's Building Department. 9'12. Certificate of Completion. After completion of all redevelopment to be completed by DEVELOPER, CITY and AGENCY shall, upon written request, furnish DEVELOPER with a Certificate of Completion. A Certificate of Completion for improvements upon the Site shall be in such form as to permit it to be recorded in the Recorder's Office of Kern County. CITY and AGENCY shall not unreasonably withhold any Certificate of Completion. If CITY and AGENCY refuse or fail to furnish a Certificate of Completion for the Site after written request by DEVELOPER, CITY and AGENCY shall, within thirty (30) days of the written request, provide DEVELOPER with a written statement of the reasons Mu~ti-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadrl 9fnl.wpd · March29,2001 (4:02PM) Page 18 of 28 Pages AGENCY refused or failed to furnish a Certificate of Completion. The statement shall also contain CiTY's and AGENCY's opinion of the action DEVELOPER must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items of materials for landscaping, CITY and AGENCY will issue its Certificate of Completion upon the posting of a letter of credit or performance bond by DEVELOPER with AGENCY in an amount representing the estimated cost of the completion of the work not yet completed. If CITY and AGENCY fail to provide such written statement within said thirty (30) day period, DEVELOPER shall be deemed entitled to the Certificate of Completion. Said security shall remain in force until the unfinished work is completed. Such Certificate of Completion is not the notice of completion referred to in California Civil Code Section 3093. ARTICLE X. 1000. MANAGEMENT AND CONTROL OF PROJECT 1001. Prohibition A_oainst Transfer. The qualifications and identity of DEVELOPER are of particular concern to CITY and AGENCY, and it is because of these qualifications and identity that CITY and AGENCY have entered into this Agreement with the DEVELOPER. No voluntary or involuntary successor in interest of DEVELOPER shall acquire any rights or powers under this Agreement except as provided in this Agreement. DEVELOPER shall not assign, or attempt to assign except as permitted elsewhere herein, all or any part of this Agreement without prior written approval of CITY and AGENCY except as may be required by a permitted lender or underwriter herein. ARTICLE Xl 1100. F!_NANCING OF THE PROJECT The estimated cost of the Project is in excess of Fifty Million Dollars ($50,000,000.00). In order to facilitate DEVELOPER's financing, the parties agree as set forth below. 1101. Entertainment Portion of the Site. A. The following provisions shall apply to private financing; 1. The proceeds of such financing shall be available to DEVELOPER in full not later than one hundred twenty (120) days after this Agreement is signed, and shall be in an amount sufficient to complete the following elements of the Project in accordance with plans and specifications approved by CITY and AGENCY: the movie theater, the multi-sports facility and the sports cafe. 2. Prior to conveyance of any CITY or AGENCY-owned property(les) of the Entertainment Portion of the Site to DEVELOPER, as well as CITY executing Multi-Use Stadium Lease S:~Edcd\CityCenter~agrs~citycenterddadrl 9fnLwpd Uarch 29. 2001 (4:02PM) Page 19 of 28 Pages on the real property upon which the multi-use recreation and ice skating facility will be constructed, DEVELOPER shall provide evidence satisfactory to CITY and AGENCY demonstrating that DEVELOPER has obtained financing sufficient to complete the Entertainment Portion of the Project. 1102. Multi-Use Stadium. CITY shall construct the multi-use Stadium and such construction shall be completed with CITY and AGENCY funds, CITY shall negotiate a guaranteed maximum price for the construction of the multi-use stadium based upon the "spec book" prepared by the Architect. CITY shall adhere to all its public works requirements regarding bidding of the construction. DEVELOPER will assist CITY in all stages of planning and development of the multi-use Stadium and surrounding areas (e.g., entry plaza). CITY and AGENCY shall monitor and control all phases of construction of the multi-use stadium. 1103. Parking. CITY and AGENCY shall provide all parking required for the multi- use stadium. DEVELOPER shall provide all parking required for the remainder of the Project. CITY and DEVELOPER shall share one hundred fifty (150) parking spaces located at CITY's parking lot at the northeast corner of 14"' and N Streets. The spaces are shown in Exhibit 'J' attached hereto and incorporated herein by reference. CITY shall have sole use of the entire parking lot during events held at Centennial Garden. DEVELOPER shall have use of those spaces during all times when there are no events at Centennial Garden. 1104. stadium. CUP. CITY has received a Conditional Use Permit ("CUP") for the multi-use 1105. Street and Alley Vacations/Parcel Ma_o. Any street or alley vacation will be processed through the regular CITY process after DEVELOPER, CITY and AGENCY have resolved all issues regarding property ownership. DEVELOPER shall have no cause of action under this Agreement is any street or alley cannot be legally vacated. 1106. Enterprise Zone Expansion. CITY agrees to file an application with the California Trade and Commerce Agency to expand the Southeast Metropolitan Enterprise Zone to include the Site. 1107. Developer's Financinq Not Obtained. A. All financing needed by DEVELOPER to fulfill its obligations under this Agreement shall be in place within one hundred twenty (120) days from the date this Agreement is signed by all parties. In the event said financing has not been provided or is not available, then, except as provided in subsection B of this Section, CITY, AGENCY and DEVELOPER are relieved of all obligations hereunder and this Agreement is terminated; provided, however, each party shall return to the other party everything of value received~ [r~ Multi-Use Stadium Lease ~" S:~Edcd~CityCenter~agrs~citycenterddadr 19fllLwpd ~ March29.2001 (4:~PM) Page 20 of 28 Pages . :.~,,r, ~ the other party pursuant to this Agreement, and each party shall remain responsible for costs previously incurred and funds advanced pursuant to this Agreement by such party, except as provided by way of separate reimbursement agreements executed between CITY and DEVELOPER. B. If this Agreement is terminated pursuant to subsection A hereof, then DEVELOPER shall promptly on or before the 150"' day from the date this Agreement is executed reimburse CITY and AGENCY for all expenses, if any, arising out of the acquisition of property(ies) within the Site in accordance with the Reimbursement Agreement required pursuant to Section 704 herein. ARTICLE Xll. 1200. USES OF THE SITE 1201. Uses of the Site. DEVELOPER covenants and agrees for itself, its successors, assigns and every successor in interest that during construction and thereafter, DEVELOPER, theirs successors and assigns shall devote the Site to the uses specified in the Redevelopment Plan and this Agreement for the periods of time specified therein. 1202. Design Features Required Water features -- DEVELOPER shall supervise and be solely responsible for the conversion of the Kern Island Canal to a featured water element for the Project. Pedestrian friendly Similar in design to Plaza and Amtrak station Public gathering area 1203. Landscaping, Maintenance and Security of the Site. DEVELOPER shall maintain the Entertainment Portion of the Site, including the parking facilities and landscaping in a good condition and shall keep the Site free from any accumulation of debris or waste materials prior to and after construction. DEVELOPER shall also maintain the landscaping required to be planted, if any, in a healthy condition. If, at any time, DEVELOPER fails to maintain the landscaping as required by this Section, and the condition is not corrected within a reasonable time from the date of written notice to correct from CITY and/or AGENCY, CITY and/or AGENCY may perform the necessary landscaping maintenance, and DEVELOPER shall pay all such costs as are reasonably incurred for such maintenance. Within one hundred twenty (120) days of execution of this Agreement by all parties, DEVELOPER shall submit draft Covenants, Conditions and Restrictions (CC&Rs) which will be recorded on all parcels located in the Entertainment Portion of the Site. Multi-Use Stadium Lease S:~dcd~CityCenter~ag rs~itycenterddadr 19fnl.wpd March 29,2001 (4:02PNt) Page 21 of 28 Pages CC&Rs shall outline the landscaping maintenance requirements, building maintenance requirements, the security plan, outlining that the Entertainment Portion of the Site is a family- oriented complex, including the types of movies and activities which can occur thereon. CITY and AGENCY shall review and approve such CC&Rs prior to DEVELOPER recording them on the properties. 1204. Obligation to Refrain from Discrimination. DEVELOPER covenants and agrees for itself, its successors, assigns and every successor in interest to the Site, or any parts thereof, or to any other right within the Site, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, marital status, creed, religion, national origin or ancestry in the lease, sublease, transfer, use occupancy, tenure or enjoyment of the Site, nor shall DEVELOPER, or any person claiming under or through them, 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, sub-lessees or vendees of the Site. The foregoing covenant shall run with the land. 1205. Form of Nondiscrimination and Nonsegregation Clauses. DEVELOPER shall refrain from restricting the rental or lease of the property or property rights on the basis of sex, race, color, marital status, creed, religion, ancestry or national origin of any person. All such subleases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In Subleases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee 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, sublessee, subtenants or vendees in the premises herein leased." (b) Multi-Use Stadium Lease S:~Edcd~:~ityCenter~agrs~citycenterddadrl 9fnLwpd March 29, 2001 (4:02PM) In Contracts: "There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, sex, religion, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee itself, or any person claiming under or through it, Page 22 of 28 Pages 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, sub-tenants, sublessee or vendees of the premises." 1206. Recycling of Materials. DEVELOPER shall use its best efforts to ensure that any material on the Project which is not needed for the Project construction shall be recycled. ARTICLE XlII 1300. DEFAULTS 1301. Defaults. After all conditions precedent set forth in Articles IV and V herein have been performed by all parties, and subject to the extensions of time for construction pursuant to the terms set forth in the Schedule of Performance, or otherwise pursuant to this Agreement, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. Except as may be otherwise provided herein, which provisions shall be controlling, the party who so fails or delays must, upon discovering or receiving notice of such default, immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence. The injured party must give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, and except as otherwise expressly provided in this Agreement, the injured party may not institute proceedings against the party in default, nor shall the injured party be able to enforce any remedies or penalties provided hereunder, until thirty (30) days after giving such notice and only in the event such default is not cured prior to the expiration thereof. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. ARTICLE XIV 1400. REMEDIES AND RIGHTS OF TERMINATION 1401. Termination by Any Party_. After all conditions precedent set forth in Articles IV and V herein have been performed by all parties, and, in the event that either party defaults and such default is not cured after the requisite notice has been given and time to cure has elapsed, the non-defaulting party may elect to terminate this Agreement. The defaulting party shall be liable to the non-defaulting party for damages caused by such default. 1402. Institution of Legal Actions. Any party may institute legal action to cure, correct or remedy any default to recover damages for any default or to obtain any other remedy consistent with the purpose of this Agreement. Nothing in this Agreement precludes the instigation of an action for specific performance of the terms of this Agreement. Multi.Use Stadium Lease S;~dcd~ityCenter~grs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 23 of 28 Pages 1403. Rights and Remedies are Cumulative, Except with respect to rights and remedies 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 right or remedies for the same default or any other default by the other party. 1404. Separate Right as to Bonds. The performance and payment bonds set forth herein are separate rights of CITY and AGENCY. ARTICLE XV 1500. GENERAL PROVISIONS 1501. Notices. Demands and Communications Between the Parties. Formal notices, demands and communications between CITY, AGENCY and DEVELOPER shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of CITY, AGENCY and of DEVELOPER as designated in Sections 301,302 and 303 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. In the event that any legal action is commenced by DEVELOPER against CITY and/or AGENCY, service of process on CITY and/or AGENCY shall be made by personal service upon the City Clerk, or in such other manner as may be provided by law. In the event that any legal action is commenced by CITY and/or AGENCY against DEVELOPER, service of process on DEVELOPER shall be made by a personal service upon any individual named as a party in Section 303 hereof or upon any officer of DEVELOPER, or in such manner as may be provided otherwise by law, and shall be valid whether made within or without the State of California. 1502. Conflict of Interest. No member, official or employee of CITY or AGENCY shall have any personal interest, direct or indirect, in this Agreement nor shall such member, official or employee participate in any decision relating to the Agreement which materially affects his personal interest or the interests of any corporation, partnership or association in which he is directly or indirectly interested. DEVELOPER warrant that they have not paid or given, and will not pay or give, to any officer, agent or employee of CITY or AGENCY or to any third party any money or other consideration for obtaining this Agreement. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 24 of 28 Pages O~IGIN^L 1503. Non-liability of CITY and AGENCY Officials and Employees. No member, official or employee of CITY or AGENCY shall be personally liable to DEVELOPER, or any successor in interest, in the event of any default or breach by CITY or AGENCY or for any amount which may become due to DEVELOPER or successor or on any obligations under the terms of this Agreement. 1504. Enforced Delay: Extension of Times of Performance. After all conditions precedent set forth in Articles IV and V herein have been performed by all parties, and, in addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, earthquakes, labor disputes, any delays caused by the sole neglect or sole fault of CITY or AGENCY, or acts of God. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause. Times of performance under this Agreement may also be extended by mutual agreement in writing by CITY, AGENCY and DEVELOPER. 1505. Approvals. Approvals required of CITY, AGENCY or DEVELOPER shall not be unreasonably withheld or, where a time period for action of CITY, AGENCY or DEVELOPER is not specified, shall not be unreasonably delayed. In each case in which a specific time period is prescribed for the approval by either party of a particular item, if such approval (or disapproval) is not forthcoming within the time specified, the item requiring approval shall be deemed approved by the appropriate party. Every term of this Agreement, including the attachments hereto, which calls for the approval, acceptance, satisfaction, review or any other action on the part of DEVELOPER, CITY or AGENCY, contemplates that the performance of any such action called for shall be reasonable on the part of the party to grant such approval, acceptance, satisfaction, review or other action, and in respect to every item of these Agreements, including the attachments hereto, DEVELOPER, CITY and AGENCY hereby covenant to perform in good faith. 1506. Broker's Commissions. Neither CITY nor AGENCY shall liable for any real estate commissions or brokerage fees or finders fees which may arise herefrom. CITY, AGENCY and DEVELOPER each represent that neither has engaged a broker, agent or finder in connection with this Agreement. 1507, Execution. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement. 1508. Exhibits. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. Multi-Use Stadium Lease S:~Edcd~CityCenter~agrs~citycenterddadr 19fnl.wpd ~-~ March 29. 2001 (4:02PM) Page 25 of 28 Pages 1509. Further Assurances. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 1510. Governing Law. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California. 1511. No Waiver of Default. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. 1512. Duplicate Ori_oinals. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement comprises pages 1 through 29, inclusive, and Exhibits "A" through "J" which constitute the entire understanding and agreement of the parties. 1513. Meroer and Modification. This Agreement sets forth the entire Agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the CITY, AGENCY and signed by all the parties. 1514. Waiver. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of CITY, AGENCY and DEVELOPER. 1515. Hold Han'nless Agreement. DEVELOPER hereby agrees to defend, indemnify, save and hold CITY, its officers, agents and employees, AGENCY, its officers, agents and employees, harmless from claims, costs and liabilities for any personal injury, death, or property damage which arises, directly or indirectly from operations performed under this Agreement by DEVELOPER or DEVELOPER's' contractors, subcontractors, by any one or more persons directly or indirectly employed by, or acting as agent for DEVELOPER or any of DEVELOPER's contractors or subcontractors. DEVELOPER shall defend CITY and AGENCY and their elected and appointed representatives, officers, agents and employees against actions for such personal injury, death, or property damage which is caused or alleged to have been caused, by reason of DEVELOPER's activities in connection with this Agreement and/or the Project Site. DEVELOPERS further agrees to defend and shall save and hold CITY and AGENCY harmless from any and ail claims, costs and liability arising as a result of any legal action brought against CITY and/or AGENCY which challenges the validity of these Agreements, or any of the terms and conditions therein. Nothing in this Section shall be construed to mean that DEVELOPER shall hold CiTY and AGENCY harmless and defend them from any claims of personal injury, death or property damage to the extent any such claims arise from, or are alleged to arise from, the sole negligence, willful or gross negligence on the part of CITY or AGENCY, their elected and appointed representatives, officers, agents and employees. Multi-Use Stadium Lease S:~Edcd~CityCenter~grs~citycenterddadrl 9fnl,wpd March 29, 2001 (4:02PM) Page 26 of 28 Pages 1516. No Joint Venture or Partnership. CITY, AGENCY and DEVELOPER hereby affirm that no form of joint venture or partnership exists or has existed between CITY, AGENCY and DEVELOPER and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making CITY, AGENCY and DEVELOPER joint venturers or partners. 1517. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall continue in full force and effect. 1518. Recordation. This Agreement will be recorded. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written. "CITY" City of Bakersfield "DEVELOPER" DATED: DATED: By: By: HARVEY L. HALL Mayor RAY P. OLMSCHEID Ray P. Olmscheid APPROVED AS TO FORM: BART J. THILTGEN City Attorney DATED: By: JANICE SCANLAN Deputy City Attorney By: DENNIS SIVERS President and CEO D.W. Sivers Company APPROVED AS TO CONTENT: ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT By: DONNA L. KUNZ Economic Development Director MORE SIGNATURES ON FOLLOWING PAGE Multi-Use Stadium Lease S:~Edcd\CityCenter~agrs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 27 of 28 Pages COUNTERSIGNED: By: GREGORY J. KLIMKO Finance Director "AGENCY" Bakersfield Redevelopment Agency By: THOMAS MISHOE Chair APPROVED AS TO FORM: BART J. THILTGEN General Counsel By: JANICE SCANLAN Deputy City Attorney APPROVED AS TO CONTENT: ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT By: DONNA L. KUNZ Deputy Executive Director COUNTERSIGNED: By: GREGORY J. KLIMKO Financial Officer Multi-Use Stadium Lease S:~Edcd~ityCenter~agrs~citycenterddadrl 9fnl.wpd March 29, 2001 (4:02PM) Page 28 of 28 Pages EXHIBIT "A" PRELIMINARY LEGAL DESCRIPTION Entertainment Portion All of Blocks 370, 371, and that portion of Block 372 lying west of the westerly line of Q Street as it presently exists, including the alleys therein; All of Blocks 389, 388, 387 and that portion of Block 386 lying west of the westerly line of Kern Island Canal as it presently exists, including the alleys therein; together with those portions of "O" & 13~' Streets lying between Blocks 370, 371,388 & 389; and that portion of "P" Street lying between Blocks 371 and 372; and those portions of "Q" Street and the south half of 13th Street lying between that portion of Block 372 lying east of the easterly line of "Q" Street and that portion of Block 386 lying west of the westerly line of the Kern Island Canal and Block 387; in the City of Bakersfield, County of Kern, State of California, as per map filed for record on November 25, 1898 in Book 1, Pages 13 & 14 of Maps in the Office of the Kern County Recorder. Stadium Portion All of Blocks 345, 346, and that portion of Block 372 lying east of the easterly line of Q Street as it presently exists, including the alleys therein; Alt of Blocks 373, 374, 375, 384, 385 and that portion of Block 386 lying east of the westerly line of Kern Island Canal as it presently exists, including the alleys therein; together with those portions of "R", "S", 13t~ and 14~ Streets lying between said Blocks; together with that certain property described in deed dated from The Burlington Northern & Santa Fe Railroad to the City of Bakersfield recorded on as Document # , in the City of Bakersfield, County of Kern, State of California, as per map filed for record on November 25, 1898 in Book 1, Pages 13 & 14 of Maps in the Office of the Kern County Recorder. Senior Housing Portion All of Blocks 6 and 19, including the alleys therein, together with that portion of 11th Street lying between said Blocks; and all of Block 18, and the alley therein, in the City of Bakersfield, County of Kern, State of California, as per map filed for record on November 25, 1898 in Book 1, Pages 13 & 14 of Maps in the Office of the Kern County Recorder. A-1 EXHIBIT" ~" Entertainment Center (to be acquired by Developer) 1 998-99 Assessed Value (Base Value) Land Improvement Other Improvement Exemption Exemption ATN Value ValueValue Value Type )0647102002 i 12,389 8,781 0 I 0 )0647206001 ~ 10,882 5,16~ 0 I 0 10647207004 41,153 6,231 0 )0647209000 15,650 C 0 ! 15,650 I W )0647210002 I 42,548 56,733 0 )0648002008 57,608 57,608 0 0 )0648003001 5,083 0 0 0 )0648006000 25,054 79,883 0 0 )0651001003 57,160 34,594 0 0 )0651002006 12,293 0 0 0 )0651003009 ! 21,022 0 0 I 0 )0651004002 I 155,045 91,585 0 0 )0651008004 ~ 76,500 63,750 0 0 10651009007 1,241 0 0 0 )0651010009 35,000 35,000 0 0 00652101003 13,470 7,748 0 0 00652102006 11,908 28,046 0 7,000 H 00652103009 11,449 31,818 0 0 00652104002 11,908 0 0 11,369 00652105005 13,470 11,908 0 7,000 H 00652106008 51,349 20,780 0 0 00652107001 I 22,712 0 0 0 00652108004 I 40,000 95,000 0 0 00652109007 14,180 49,645 0 0 00652110009 27,397 58,144 17,569 0 00652111002 I 18,952 20,465 0 I 0 00652201000 I 13,194 286,758 5,611 325,482 W 00652202003 16,309 0 0 16,309 W 00652203006 11,369 16,068 0 7,000 H 00652204009 17,029 23,417 0 0 00652205002 13,194 65,461 0 0 00652208001 50,243 29,252 0 0 00652209004 16,882 329,076 7,964 355.910 W 00652210006 I 44.880 16,882 0 I 0 00652213005 i 25,944 0 0 0 Total I $1,014,467 $1,541,167 I Total Land & Imprv. I $2,555.634 09/19 Exhibit C-1 Stadium Site (to be acquired by City) 1998-99 Assessed Value (Base Value) Land Improvement Other Exemption Exemption ATN Value Value Value Value Type 00835202013 I 17,920 36,962 0 , 0 00635203007 17, @20 15,285 0 I 0 00635206006 146,170 107,232 0 0 00648005007 1,105 0 0 0 00649103001 172,264 166,617 0 0 00649105007 52,142 3,592 0 0 00649107003 150,200 190,836 0 0 00649201002 14,233 1,589 0 0 00649202005 12,636 1,589 0 0 00649203008 1,105 0 0 0 00649204001 26,394 3,179 0 0 )0649205004 10,554 2,068 0 0 )0649210008 21,328 25,489 0 0 )0649211001 62,000 91,000 0 0 )0650102000 30,800 4,236 0 0 )0650103003 35,000 27,000 0 0 )0650104006 , 20,066 2,068 0 0 )0650105009 22,719 139,963 0 162,682 R )0650110003 136,498 85,617 0 0 )0650201004 21,489 2,007 0 0 30650202007 10,554 34,321 0 0 30650203000 I 22,161 2,068 0 0 J 30650204003 65,461 82,907 0 0 30650205006 43,519 58,350 0 0 30651006008 17,704 44,894 0 0 ~)0651007001 40,652 90,664 0 0 ¥otal $1,172,594 $1,219,533 Land & Impr. $2,392,127 I / 09/19 Exhibit C-2 PROPOSED CITY CENTER PROJECT Relocation Assistance Information for Businesses and Non-Profits EXHIBIT "_.~" RELOCATION ASSISTANCE TO DISPLACED BUSINESSES AND NON-PROFITS I. INTRODUCTION This booklet describes the relocation payments and other relocation assistance provided under the California Relocation Assistance Act (Government Code Section 7260, et seq.) and the State regulations for relocation assistance (25 Cal. Code Regs, §§ 6000- 6198) to businesses and non-profits ("businesses" herein) displaced by the Developer or Bakersfield Redevelopment Agency ("Agency") or the City of Bakersfield's ("City") acquisition of properties for the CITY CENTER PROJECT ("the Project"). Your business is in an area which may be acquired for this purpose. Relocation payments and assistance under federal statutes and regulations are similar and will not be separately discussed in this document. If you are notified that you will be displaced by the Project, it is important that you do not move before you learn what you must do to receive the relocation payments and other assistance to which you are entitled. This booklet may not answer all of your questions. If you have more questions about your relocation, contact the City's Relocation Agent, Janice Scanlan at (661) 326- 3721. Ask your questions before you move; afterwards it may be too late. II. SUMMARY OF RELOCATION ASSISTANCE As an eligible displaced business, you will be offered appropriate financial and advisory relocation assistance, including: A. Relocation Advisory Assistance. B. Payment for Your Business Movinq Expenses. You wilt receive either: A Reimbursement Payment for Actual Reasonable Moving and Related Expenses (Cal. Regs. § 6090), or A Fixed Payment, based on your business profitability (restrictive eligibility requirements apply -- Cal. Regs. § 6100(b)); Reestablishment Expenses. You may be entitled to reasonable costs of reestablishing your business at its new location in an amount not to exceed $10,000. Janua~/24, 2001 Page 1 of 6 Pages -- III. FORMS OF ASSISTANCE A. Relocation Advisor~ Assistance When the Bakersfield Redevelopment or the City of Bakersfield or the Developer offers to purchase the property you occupy, they have an obligation to assist you in finding a comparable replacement location. The relocation staff will assist you in finding a suitable replacement site and will provide you with referral listings. The staff will be available should you need assistance in preparing requests for payment of claims. B. Payment for Moving Expenses Every displaced business is entitled to a relocation payment to cover the reasonable cost of moving. You may choose either a payment for actual reasonable moving and related expenses, or a fixed payment (if you meet the eligibility requirements). Every claim for more than $1,000 of actual moving expenses must be supported by competitive bids from qualified movers. (Cal. Regs. § 6090(g)(2).) 1. Actual Moving and Related Expenses. If you choose a payment for actual reasonable moving and related expenses, you may include in your claim the cost of: Transportation of personal property from your present location to the replacement location, (Generally, transportation costs are limited to a distance of 50 miles, if you plan to move beyond 50 miles, discuss your planned move with the City's Relocation Agent); · b. Packing, crating, uncrating and unpacking personal property; Storage of personal property for a reasonable period of time, if required, but not exceeding 12 months; Insurance of personal property in connection with the move, required storage and the replacement value of property lost, stolen or damaged not due to the negligence of the owner in the process of moving where insurance is not readily available; January 24, 2001 The cost of disconnecting, dismantling, removing, reassembling and installing relocated and substitute machinery, equipment and other personal property. This includes connection to utilities available nearby and modifications necessary to adapt such property to the -- Page 2 of 6 Pages -- '" replacerqent structure or to the utilities or to adapt the utilities to the personal property; Any license, permit or certification required by the displaced business, to the extent that the cost is: necessary to its reestablishment at the replacement location, and does not exceed the cost for the remaining time before expiration of the existing license, permit or certification; go Reasonable professional services, including architect's, attorney's and engineer's fees, and consultant's charges, necessary for: · planning the move of the personal property; · moving the personal property; or installing the relocated personal property at the replacement location; Relettering signs and printing replacement stationery made obsolete by the move; The reasonable cost incurred in attempting to sell an item that is not relocated; Actual direct loss of personal property. This payment provides compensation for property that is neither moved nor promptly replaced with a "substitute item" at the replacement location. Payment is limited to the lesser of: the estimated cost of moving the property, or the fair market value of the property for its continued use at the old location, less any proceeds from its sale. To be eligible, you must make a good faith effort to sell the property, unless the City determines that such effort is not necessary; Purchase and installation of substitute personal property. Payment will be limited to the lesser of: January 24, 2001 -- Page 3 of 6 Pages-- the estimated cost to move the item to the replacement location, or the actual cost of the substitute item delivered and installed at the replacement location, less any proceeds from its sale or its trade-in value. It is important that you discuss your plans with the City before you proceed; and Searching fora replacement business location. This payment may not exceed $1,000 (Cal. Regs. § 6094), and may cover costs for: · transportation expenses; · meals and lodging away from home; time spent searching for a replacement location, based on a reasonable salary or earnings of the displaced person or his/her representative; reasonable fees paid to real estate agents or brokers to find a replacement business (not fees related to the purchase of a site). The City will explain all eligible moving costs, as well as those which are not eligible. You must be able to account for all costs that you incur, so keep all your receipts. Remember, all moving expense claims exceeding $1,000 must be supported by competitive bid(s). You may minimize the amount of documentation needed to support your claim if you elect to "self-move" your property. Payment for "self-move" is based on the amount of an acceptable Iow bid or estimate obtained by the City. If you "self-move," you may move your personal property using your own employees and equipment or a commercial mover. If you and the City cannot agree on an acceptable amount to cover the cost of the "self- move," you will have to submit full documentation in support of your claim. (Cal. Regs. § 6090(e).) You may elect to pay your moving costs yourself and be repaid by the City or, if you prefer, you may have the City pay the mover. In certain conditions of financial hardship, an advance payment may be arranged. In either case, let the City know before you move. Select your mover with care. January 24, 2001 -- Page 4 of 6 Pages-- When a payment for "actual direct loss of personal property" or "substitute personal property" is made for an item, the estimated cost of moving the item may be based on the lowest acceptable bid or estimate obtained by the City. If not sold or traded in, the item must remain at the old location and ownership of the item must be transferred to the new owner before you may receive the payment. Fixed Payment in Lieu of a Payment for Actual Reasonable MovinR and Related Expenses (Cal. Reqs. § 6100.) A business may be eligible to receive an in-lieu payment, equal to the average annual net earnings of the business but not less than $1,000 nor more than $20,000 for expenses incurred in relocating and re-establishing such operation at a replacement site. A displaced business organization may choose a fixed payment'as stated above if the City determines that it cannot be relocated without substantial loss of existing patronage (membership or clientele) and the other eligibility requirements per State Regulations §§ 6100(b) through (g) are met. To qualify for this payment, a displaced business: Must own or rent personal property which must be moved in connection with the displacement and for. which an expense would be incurred in such move, and the business vacates or relocates from its displacement site; bo Must be unable to relocate without a substantial loss of existing patronage; Must not be part of a commercial enterprise having no more than three other establishments which are not being acquired for the Project and which is under the same ownership and engaged in the same or similar business activities; and d. Must meet certain annual income requirements. The City's Relocation Agent will inform you as to your eligibility for this payment and the documentation you must submit to support your claim. Remember, if you are eligible for and elect to take this payment, you are not entitled to reimbursement for any other moving expenses. -- Page 5 of 6 Pages -- C. Reestablishment Expenses. Small businesses (less than 500 employees) and non-profits may be entitled to reasonable costs of reestablishing their businesses. Such costs cannot exceed $10,000. Reestablishment expenses would include such things as repairs or improvements to the replacement property required by law or required to make the replacement site or structure suitable for conducting the business; signage; utility connections, licenses, etc. IV. EVICTION Eviction is permissible only as a last resort and it in no way affects eligibility of evicted displaced persons. Eviction shall only be undertaken for the following reasons: failure to pay rent; performance of a dangerous, illegal act in the unit; material breach of the rental agreement and failure to timely correct; maintenance of a nuisance; or refusal to accept one of a reasonable number of offers of replacement properties. V. APPEALS If you disagree with the City's decision as to your right to a relocation payment or the amount of payment, you may appeal the decision to the City. The City will inform you of its appeal procedures, and will provide you with a copy of its grievance and appeal procedures. You have up to six months to file your appeal with the City; if a project utilizes federal funds, then you have up to 60 days to file your appeal with the City. If you need help, the City will assist you in preparing your appeal, If you are not satisfied with the final decision on your appeal, you may seek review by the courts. VI. FILING OF CLAIMS All claims for relocation payments must be submitted within 18 months of the date on which you receive final payment for your property, or the date on which you move, whichever is later. VII. ADDITIONAL INFORMATION If you have further questions after reading this material, contact Janice Scanlan, the City's Relocation Agent at (661) 326-3721 to discuss your concerns. Thank you for your cooperation in this process. We will work with you closely to minimize the relocation burden. January 24. 200) -- Page 6 of 6 Pages ACKNOWLEDGMENT OF RECEIPT OF RELOCATION BENEFITS BROCHURE PROPOSED CITY CENTER PROJECT I, , am presently a residential ownedresidential tenantJbusiness owner/business tenant (circle one) of property located at On , I received a copy of the brochure entitled: (check one) "Relocation Assistance Information for Owner-Occupants Displaced From Their Homes (Residential)"; or "Relocation Assistance Information for Tenants Displaced From Their Homes (Residential)"; or "Relocation Assistance Information for Businesses and Non-Profits" (Signature) (Print Name) (Date) S:'~Edcd~CityCenterVeloacknowfegment.wpd EXHIBIT" £" EXHIBIT "F" AGREEMENT NO. CONTRACT TO PURCHASE REAL PROPERTY THIS AGREEMENT, entered into on , by and between the CITY OF BAKERSFIELD, a municipal corporation and California charter city, (herein "BUYER") and , a , (herein "SELLER"). RECITALS: WHEREAS, SELLER holds fee title to certain real property located in the City of Bakersfield, herein ("The Property"), described in Exhibit "A," attached hereto and incorporated herein by reference; and WHEREAS, BUYER has determined a need for The Property and has authorized its purchase; and WHEREAS, BUYER desires to purchase The Property for the purpose of __ ; and WHEREAS, it is the intent of the parties to set forth all the covenants and conditions for the sale by SELLER and the purchase by BUYER of The Property. NOW, THEREFORE, incorporating the above recitals herein, SELLER and BUYER mutually agree as follows: 1. AGREEMENT TO SELL AND PURCHASE. SELLER agrees to sell and BUYER agrees to purchase The Property in accordance with all of the covenants and conditions set forth in this Agreement. 2. PURCHASE PRICE. BUYER shall pay to SELLER the sum of Dollars ($ ) payable in cash, as hereinafter provided. Within five (5) working days of the execution of this Agreement by all parties, BUYER shall deposit Dollars ($ .) with the Escrow Holder as an earnest money deposit. Conb'actToPurchaseRealProperty S:~,Edcd\CityCenter~agrs~citycenterddaexhf.wpd - Updated - January 2, 2001 F-1 3. ESCROW. 3.1 Escrow Holder. The purchase and sale of The Property shall be consummated by means of an escrow to be opened at the office of , herein "Escrow Holder", located at ., Bakersfield, California 933__. 3.2 Escrow Instructions. Within twenty (20) working days of execution of this Agreement by all parties, each shall deliver to Escrow Holder appropriately executed escrow instructions or file a written protest detailing what instructions are not acceptable. This Agreement shall serve as the parties' instructions to the Escrow Holder and shall become part of the escrow instructions for consummation of the purchase and sale of The Property. SELLER and BUYER agree to execute such additional and supplementary instructions as may be appropriate or required by Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any additional or supplementary escrow instructions, the terms of this Agreement shall control, unless the parties jointly agree to the contrary. Said escrow instructions are incorporated herein by this reference. 3.3 Closing Costs. SELLER shall pay all closing costs including, but not limited to: title insurance, recording fees, documentary transfer taxes, and the escrow fees. SELLER shall be responsible for all real property taxes and assessments not constituting liens accruing up to the close of escrow and the cost to clear title to The Property. Seller shall fully pay the full amount of any bond or assessment which is a lien upon the property. 4. PRELIMINARY TITLE REPORT AND DOCUMENTS. Within ten (10) working days of execution of this Agreement by all parties the following shall occur: 4.1 SELLER shall obtain a preliminary title concerning The Property, issued by of reproducible documents referred to in such PTR, if any. report, herein "PTR', , together with copies 4.2 SELLER shall provide BUYER copies of all currently effective unrecorded tenant leases, licenses or other agreements relating to The Property. BUYER shall deliver to Escrow Holder its written approval or disapproval of any exceptions to the title referred to in paragraphs !a) and (b) above within ten (10) working days after BUYER's receipt thereof. If, after receipt of disapproval of any exceptions to the title, SELLER does not elect to cure all of said exceptions, then BUYER shall have the right either to accept title to The Property subject to said exceptions, thereby waiving any and all claims against SELLER by reason thereof, or to terminate this Agreement. BUYER shall give SELLER such written notice of BUYER's election within the ten (10) working days after receipt of SELLER's election not to cure. If BUYER elects to terminate this ConlTactToPurchaseRealProperty ---~ S:~Edcd'~;ityCenteCagr~citycenterddaexhf.wpd ~,~, - Updated - January 2, 20(}1 Agreement, thereafter neither SELLER nor BUYER shall have any further liability hereunder, except that BUYER shall be entitled to the prompt return of all funds deposited by BUYER with Escrow Holder, less reasonable escrow cancellation fees and costs and title company charges which BUYER hereby agrees to pay. 5. CLOSING DATE. Escrow shall close no later than sixty (60) days from the execution of this Agreement by all parties, unless extended by mutual written agreement of all parties. 6. CONTINGENCIES. The closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies: 6.1 Disclosure. BUYER's receipt and written approval, within ten (10) days after delivery to BUYER, of a completed Property Information Sheet (the "Property Information Sheet"), concerning The Property duly executed by or on behalf of SELLER in the current form or equivalent to that published by the American Industrial Real Estate Associate (the "A.I.R"). SELLER shall provide BUYER with the Property Information Sheet within ten (10) days following the Date of Agreement. 6.2 Physical Inspection. BUYER's written approval, within ten (10) days following the the Date of Agreement, of an inspection by BUYER, at BUYER's expense, of the physical aspects of The Property. 6.3 Soil Inspection. BUYER's written approval, within thirty (30) days after the Date of Agreement of a soil test report concerning The Property. Said report shall be obtained at BUYER's direction and expense. SELLER shall promptly provide to BUYER copies of any existing soils reports that SELLER may have. 6.4 Condition of Title. BUYER's written approval of a current preliminary title report concerning The Property (the "PTR) issued by the Title Company, as well as all documents referred to in the PTR or this Agreement (the "Underlying Documents"), and the issuance by the Title Company of the title policy. SELLER shall cause the PTR and all Underlying Documents to be delivered to BUYER promptly after the Date of Agreement. BUYER's approval is to be given within ten (10) days after receipt of said PTR and legible copies of all Underlying Documents. The disapproval by BUYER of any monetary encumbrance, which by the terms of the Agreement is not to remain against The Property after the Closing, shall not be considered a failure of this condition, as SELLER shall have the obligation, at SELLER's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing. 6.5 Survey. BUYER's written approval, within thirty (30) days after receipt of the PTR and Underlying Documents, of an ALTA flue supplement based upon a survey prepared to American Land Title Association (the "ALTA") standards for an owner's policy ContractToPu rchaseRealProperty S:~Edcd\CityCenter~agrs~citycenterddaexhf.wpd - Updated - January 2. 2001 F-3 by a licensed surveyor, showing the legal description and boundary lines of The Property, any easements of record, and any improvements, poles, structures and things located within ten (10) feet either side of The Property boundary lines. The survey shall be prepared at BUYER's direction and expense. If BUYER has obtained a survey and approved the ALTA title supplement, BUYER may elect within the period allowed for BUYER's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event BUYER shall pay any additional premium attributable thereto. BUYER may waive survey or substitute a CLTA title policy at BUYER's sole discretion. 6.6 Existing Leases and Tenancy Statements. BUYER's written approval, within ten (10) days after receipt of legible copies of all leases, subleases or rental arrangements (collectively the "Existing Leases") affecting The Property, and a statement (the "Tenancy Statement") in the latest form or equivalent to that published by the A. I.R., executed by SELLER and each tenant and subtenant of The Property. SELLER shall use its best efforts to provide BUYER with said Existing Leases and Tenancy Statements promptly after the Date of Agreement. 6.7 Other Agreements. BUYER's written approval, within ten (10) days after receipt, of a copy of any other agreements ("Other Agreements") known to SELLER that will affect The Property beyond the Closing. SELLER shall cause said copies to be delivered to BUYER promptly after the Date of Agreement. These agreements shall be part of the Underlying Documents. 6.8 Destruction. Damage or Loss. There shall not have occurred prior to the close of escrow, a destruction of, or damage or loss to, The Property or any portion thereof, from any cause whatsoever, which would cost more than Dollars ($ ) to repair or cure. If the cost of repair or cure is Dollars ($ ) or less, SELLER shall repair or cure the loss prior to close of escrow. BUYER shall have the option, within ten (1 O) days after receipt of written notice of a loss costing more than Dollars ($ ) to repair or cure, to either terminate this Agreement or to purchase The Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than Dollars ($ ), and BUYER does not elect to terminate this Agreement, BUYER shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing by either party, Escrow Holder shall assume no destruction, damage or loss costing more than Dollars ($ .) to repair or cure has occurred prior to close of escrow. 6.9 Material Change. No Material Change, as hereinafter defined, shall have occurred with respect to The Property that has not been approved in writing by BUYER. For purposes of this Agreement, a "Material Change" shall be a change in the status of the use, occupancy, tenants, or condition of The Property as reasonably expected CentractToPu rchaseRealProperty S:~dcd~;ib/Centertagrs~citycenterddaexhf.wpd - Updated - Janua~ 2, 2001 F-4 by the BUYER, that occurs after the date of this Agreement and prior to close of escrow. BUYER shall have twenty (20) days following receipt of written notice from any source of any such Material Change within which to approve or disapprove same. Unless otherwise notified in writing by either party, Escrow Holder shall assume that no Material Change has occurred prior to close of escrow. 6.10 SELLER Performance. The delivery of all documents and the due performance by SELLER of each and every undertaking and agreement to be performed by SELLER under this Agreement. All above contingencies are for the benefit of, and may be waived in writing by, BUYER and may be elsewhere herein referred to as "BUYER Contingencies." 7. INSPECTION AND REPAIR OFIMPROVEMENTS. 7.1 General. Prior to close of escrow, BUYER will at BUYER's own expense, have the right to have the following items inspected by persons or companies qualified and licensed to perform such services: If such inspection reveals functional defects (as differentiated from aesthetic defects), SELLER will pay all costs of repairing such defects. 7.2 Personal ProDerty. BUYER may, at BUYER's sole expense and on reasonable notice, inspect or cause inspection to be made, prior to close of escrow, of any appliances, equipment, fixtures or personal property which will remain on The Property. Any necessary repairs will be made at SELLER's cost. 7.3 Termites. Prior to close of escrow, at BUYER's expense, BUYER will have the right to have The Property inspected by a licensed exterminating company to determine whether there is any active termite or wood destroying organism present in any improvements on The Property, or any damage from prior termite wood destroying organism to such improvements, If there is any such infestation or damage, SELLER will pay all costs of treatment and repairing and/or replacing all portions of such improvements which are infested or have been damaged. 7.4 Limitations. SELLER will be responsible for all of the above repairs up to __ percent (_%) of the purchase price, in the event the total of the repairs to be completed under this paragraph exceeds __ percent (_%) of the purchase price, then either party will have the option of paying any amount above that percent. If neither party agrees to pay the additional amount, then at either party's option, this Agreement may be ContractToPurchaseRea[Property S:~Edcd~CityCenter~agrs~citycenterddaexhf,wpd - Updated - January 2, 2001 F-5 canceled and the deposit will be returned to BUYER. Escrow cancellation fees and costs and title company charges shall be paid by the terminating party. 8. PROHIBITION AGAINST DEMOLITION. SELLERwilInot demolish any of the structures or other improvements on The Property or cut any trees on The Property without first obtaining the express written consent of BUYER. Should SELLER do so without the prior written consent of BUYER, BUYER will have the right to terminate this Agreement at its option, upon written notice to SELLER. Upon such termination, Escrow Holder will refund to BUYER the deposit and SELLER shall pay all costs to cancel the escrow. 9. RISK OF LOSS. The risk of loss or damage by fire or other casualty or cause to The Property before delivery of the deed is assumed by SELLER. In the event of such loss or damage. SELLER shall repair such loss or offer to sell The Property to BUYER at a new price to be fixed by appraisal. Should SELLER refuse to repair or should the new appraisal price be unacceptable to either party, either party shall have the option of terminating this transaction. Escrow Holder shall return the deposit to BUYER and the party terminating the transaction shall pay all escrow and cancellation fees. 10. SELLER TO INSURE. Until delivery of the deed, SELLER agrees to carry fire and extended casualty insurance on The Property for the full value (purchase price). Such insurance will be maintained with a qualified and A:VIl-oroabove rated insurance company or companies. 11. CONVEYANCE OF TITLE. SELLER agrees to convey to BUYER fee simple marketable title to The Property free and celar of all recorded and unrecorded liens, encumbrances, assessments, easements, leases, contracts, and taxes excepting those agreed to in writing by BUYER. Any and all water and mineral rights accruing to The Property shall also be transferred to BUYER without reservation. On or before , SELLER shall execute a Grant Deed which conveys fee simple title to The Property to BUYER and shall deliver same to Escrow Holder. 12. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. 13. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the contract and their heirs, administrators, executors, personal representatives, successors and assigns. 14. GOVERNING LAW. The laws of the State of California will govern the ContractToPurchaseReaIProperty S:\Edcd\CityCenter~grs~citycenterddaexh f wpd - Updated - January 2, 2001 F-6 validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California. TIME. Time is of the essence in this Agreement. 16. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties, and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties. 17. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. 18. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship. Section 1654 of the California Civil Code shall not apply to this Agreement. 19. EXHIBITS. In the event of a conflict between the terms, conditions, or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are incorporated, whether or not actually attached. 20. ASSIGNMENT. Neither this Agreement, nor any interest in it, may be assigned or transferred by any party without the prior written consent of all the parties. Any such assignment will be subject to such terms and conditions as CITY may choose to impose. 21. NOTICES. All notices relative to this Agreement shall be given in writing and shall be served or sent by certified or registered mail and sha~l be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice: To BUYER: CITY OF BAKERSFIELD 1501 Truxtun Avenue Bakersfield, California 93301 Attention: Don Anderson Telephone: 326-3061 To SELLER: ContractToPu rchaseRealPropecb/ S:~Edcd~CityCenter~agrs~citycenterddaexh f.wpd - Updated - January 2, 2001 F-7 Either party may change its address for notice by delivering written notice to the other party as provided herein. 22. BROKERS AND FINDERS. The parties acknowledge and represent that SELLER shall pay no commission to any broker or finder in connection with the purchase and sale of The Property. 23. HAZARDOUS MATERIALS. SELLER knows of no hazardous material stored, dumped or in any way placed in, on, over or about the property. SELLER knows of no activities, either public or private, wherein SELLER or a third party has placed or dumped any hazardous material of any nature in, on, over or about the property. SELLER takes full responsibility for cleaning up any hazardous material placed in, on, or about The Property at any time prior to BUYER taking title and hereby fully indemnifies BUYER, and BUYER's successors and assigns, from any and all liability, claims, actions, causes of action or demands whatsoever for cleanup of hazardous materials found in, on, over or about The Property placed prior to BUYER taking title. 24. LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY BUYER IF SELLER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF SELLER BREACHES THIS AGREEMENT, BUYER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF DOLLARS ($ ) PLUS INTEREST, IF ANY, ACCRUED THEREON. UPON PAYMENT OF SAID SUM TO BUYER, SELLER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO BUYER, EXCEPT ESCROW CANCELLATION FEES AND ANY OTHER FEES SET OUT IN THIS AGREEMENT WHICH SELLER HEREBY AGREES TO PAY. BUYER's initials SELLER's initials 25. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. ContractToPu rchaseRealProperty $:~Edcd\CityCenter~agrs~citycenterddaexhf.wpd - Updated - January 2, 2001 F-8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first-above written. BUYER: SELLER: CITY Of BAKERSFIELD By: By: HARVEY L. HALL, Mayor NAME Title APPROVED AS TO FORM: BART J. THILTGEN City Attorney By: APPROVED AS TO CONTENT: Department By: NAME Department Head COUNTERSIGNED: By: GREGORY J. KLIMKO Finance Director Cont~actToPurchaseRealProperty S:~dcd~CityCenter~grs~citycenterddaexhf.wpd Updated - January 2, 2001 F-9 EXHIBIT"G" RECORDING REQUESTED BY, AND WHEN RECORDED, RETURNTO: City of Bakersfield 1501 Truxtun Avenue Bakersfield, CA 93301 Free Recording in Accordance With Section 6103 of the California Government Code AGREEMENT NO. BAKERSFIELD CITY CENTER MULTI-USE RE~'~,~ION AND ICE SKATING FACILITY LEASE AGREE~MENT THIS LEASE AND SUB-LEASE?GREEMENT ("¢(~?ee_ment")is made and entered into on , by and among CITY OF B.A. KERSFIELD, a California charter city and municipal corporation ("CIT~'" or "LESSOR" i~'~in), RAY P. OLMSCHEID, an individual ("OLMSCHEID" herein), and COMMUNITY SPORTS & EVENTS, INC., a corporation ("CSE" hereini." '' RECITALS WHEREAS, OLMSCHEI D is in the process of constructing a Recreation and Ice Skating Facilit. y.'("Facility"herein) in the City of Bakersfield to be located at '-" ' , more fully described in Exhibit "A," attached hereto and incorporated h(~rein by reference; and ?;-WHEREAS, Cl'r~'. anticipates that the public opening of the Facility will occur in the fall 5f 2002; and WHEREAS, the Facility will generally be divided into two (2) areas consisting of a Recreation Area ("Rec Area") and Ice Skating Rink ("Ice Rink"); and WHEREAS, CITY owns the real property upon which the Facitity is being built; and WHEREAS, CITY has contributed Three Hundred Thousand Dollars ($300,000)to the construction of Facility; and Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter\agr$\Rec&lceSkateFacLease.dr4.ExG,wpd Exhibit G -1 - March 22, 2001 (11:13am) WHEREAS, CITY will also own that portion of the improvements at the Facility occupied by the Ice Rink; and WHEREAS, OLMSCHEID will own that portion of the improvements at the Facility consisting of the Rec Area and all portions of the Facility other than the Ice Rink; and WHEREAS, under this Agreement, CITY will lease to OLMSCHEID the real property owned by CITY and the Ice Rink, and OLMSCHEID will agree to sublease al!~fthe Facility to CSE; and WHEREAS, CITY, wilt lease Ice Rink to OLMSCHEID for the amount of One Dollar ($1.00) per year; and HEREAS, ~n order to help fund the construgbon of the Facd~ty, CID, pUi'suant to the terms of this Agreement. shall pay Sixty Thous~n~l Doll*~,'}s ($60,000)~'~'~e~'~or ten (10) years to OLMSCHEID to allow certain usages Of the Facility, as set forth in this Agreement, that will provide convention opportunities and "neighborhood area youth opportunities for recreational purposes within Facility. NOW, THEREFORE, incorporating the foregoing recitalsh~rbin, each of the parties to this Agreement mutually agrees as follows: 1. LEASE, SUB-LEASE AND TERM. ~,~i;~:;~-.~,.~ 1.1 All CITY-own~parcel~ ~eeded :'''~ f~'the construction of the Facility and the required parking (approximately 2.5,.~ acres), .as shown on the map marked Exh,b,t "B," and in.corporated herein b~; referen~,~re hb~'by leased to OLMSCHEID for Twenty- Three (23) years with one (1) five (5) year option to extend under the following conditions: 1.1.1 Except as otherwise set forth herein, OLMSCHEID shall payto CITY the sum of One Dollar ($1.00) upon execution of this Lease and One Dollar ($1.00) per year o~ January 1~ of each year thereafter during the term of this Lease and any extension thereof. ' _ 1.1.20LMSCHEID shall complete construction of the Facility to CITY's satisfaction on 0i- before (date) in full conformance with the plans and specifications for the Facility. Said plans and specifications shall be approved by CITY prior to start of construction. Plans and specifications for the Facility are incorporated herein by reference. CiTY shall have the right to inspect Facility at any time dudng construction and prior to acceptance by CITY. Should CITY fail to accept Facility, or any part thereof, CITY shall communicate to OLMSCHEID its objections in writing and OLMSCHEID shall make all modifications reasonably required by CITY for approval. Recreation & Ice Skating Facitity Lease S:\Edcd~CityCenter~agrs\Rec&lceSkateFacLease dr4 ExG.wpd Exhibit G -2 -- - March 22, 2001 (11:13am) -- 1.1.30LMSCHEID shall execute a sublease with CSE incorporating the terms and conditions of this Agreement. CITY shall have the right to review and approve all subleases as set forth hereafter. 1.1.40LMSCHEID wilt compute the rent for the sublease with CSE so that only the amount needed to fully amortize OLMSCHEID's out-of-pocket cost for construction of the Facility is charged to CSE. OLMSCHEID shall not recover money donated by others for construction of the Facility. ... 1.1.50LMSCHEID agrees Facility shall be used aS a Multi-Sports Recreational and Ice Skating Facility and no other use. in the event the Facility, or any part thereof, ceases to be used as a Multi-Sports Recreational and ice Sk.ating Facil!t~ ("Multi-Sports Facility" hereafter) in addition to afl other rights and remedies set forth her'~n or available at law or equity, the lease amount to be paid by 0.L~MSCHEIE~ [~'ClTY sl~al'~ be increased to the full market rental value as set by appr. aisal. The date~of.,~the rental increase from One Dollar ($1.00) to full market rental value shall be the date that any portion of the Facility ceased to be used as a Multi-SPorts Facility. The appraisal shall be by a certified MAI appraiser either as agreed between the C TY~and OLMSCHEID, or, if no agreement can be reached, each party shall chose one ,~l:J~r~!s~,'.~and then these two appraisers shall each agree on one appraiser Wl~'i'.W'iil then pe~r~e appraisal. The full market value rental shall be defined as the'~i'ghe$~aO~d'best use~ the Facility, no matter what the actual use, and the full fair marl~et rent~i ~'~lU~fbr th~Facility if it was put to its highest and best use. 1.1.6 Should Facility~ or any portion thereof, cease to be used as a Multi-Sports Facility, CITY shal in addition to all other rights and remedies set forth herein or available at law or equity, have the ~ght'to 15u~hase Facility within sixty (60) days of actual noti~e'of a change in use. CITY shall pay the actual cost of construction for the Facility, ~J~us any community cbntributio~i~' and minus the amortization achieved through CiTY pay'ments to Fac ty as set forth in this Agreement. CITY shal pay no interest, goodwill or other fee or charge beyond the actual cost of construction of Facility as set forth above. ~ 1.~.7 CITY owns, and shall continue to own all the real property upo~ which ~he Facility shall be constructed, and CITY shall own the Ice Rink portion of the Facdity as show~ on the map attached as Exhibit "B," and incorporated herein by reference. 1.1.8 CSE, as sublessee shall pay for and cause to be installed all furniture, fixtures and equipment t'or the Ice Rink portion of the Facility. All furniture, fixtures and equipment are subject to approval of CITY. Recreation & Ice Skating Facility Lease S:\Edcd\CityCentertagrs\Rec&lceSkateFacLease dr4 ExG wpd Exhibit - March 22. 2001 (11:13am) .... 1.1.9 All improvements of the Facility at the expiration of the term or sooner termination of this Lease shall, without compensation to OLMSCHEID or CSE, then become CITY's property free and clear of all claims to or against CITY by OLMSCHEID, CSE or any third person, and OLMSCHEID and CSE shall indemnify CITY against any and all liability or loss arising from such claims or from CITY's exercise of the rights conferred by this paragraph. 1.1.10 CSE shall payto OLMSCHEID, on a monthly basis, the amount of Dollars ($ ) and shall, in turn, be .allowed to keep all monies collected for admittance to the Facility, for any purpose, in accordance with the terms and conditions of this Agreement and CSE's sublease with ~LMSCHEID. 1.1.11 OLMSCHEID shall have one (1) five (5) Year op.bon to extend the term of th~s Lease under the same terms and conditions prowded OLMSCHE D gives written notice of the intent to exercise said oPtiOn within one (1)year~:~.rn"~'"~the"'~ end of the original term and provided that OLMSCHEID o~'CSE are not in breach of this Lease. Should OLMSCHEID or CSE be in breach no exercise of the option to extend shall be effective. ' ' ~ ' '- 2. CITY USE OF THE FACILITY AND FUNDING. 2,1 In order to help fungi the c(~nst~ic~n of the Faclhty, the CITY, in addition to the Three Hundred Thousand Dollars ($3bb,000)t:'l~reviously committed to the construction of the Facility, will also commit Sixty Thou .sar~(JDollars ($60,000) per year over a period of ten (10) years for a total commitment of Six Hundred Thousand Dollars ($600,000). The Sixty Thousand Dollar.s ($60,0001 shall be paid on January 30th of each year following the execution of this Lea§e." No payment of said Sixty Thousand Dollars ($60,000) shall be required if there is any breach of this Lease by OLMSCHEID or CSE. CITY may withhold pa'~,ment during any period OLMSCHEID or CSE shall be in breach, including ahy periisd after notice o~'a breach while the breach is being cured. Should this Lease be terminated for breach, no payments s hall be due to OLMSCHEID or CSE from the date of breach forward. Said Sixty Thousand Dollars ($60,000) per year will entitle the CITY to the'following which shall be included in the OLMSCHEID - CSE sublease: 2.1.1 Full usage of the Rec Area of the Facility for fourteen (14) consecutive days a year for ten (10) years During those fourteen (14) consecutive days (to~be mutually agreed upon by CITY and CSE) the gymnasium area will be used for events such as conventions proms, receptions, group meetings, etc. 2.1,2 Public skate passes. CSE will make available to CITY Ice Rink passes so that, on average, two hundred (200) passes per month can be issued by CITY to be made available to children attending the local schools. Such passes may constitute a school-based reward program insuring lower income children would be able to use the Facility. Recreation & Ice Skatin~ Facility Lease S:\Edcd\CityCenter\agrs/Rec&lceSkateFacLease.clr4.ExG.wpd Exhibit G -4 -- - March 22, 2001 (11:13am} -' 2.1.3 Usage of two (2) basketball courts and one (1) meeting room in the Facility for after-school use programs in the Rec Area. CSE and CITY agree to schedule such usage over a period of thirty-eight (38)weeks per year and twelve and one- half (12 ¼) hours per week. This program would serve the children for CITY-sponsored after-school programs. 2.1.4 Two (2) basketball courts, eight (8) hours per week for four (4) weeks will be made available by CSE to CITY for a monthly free basketball clinic for elementary school children. Once again, this program may reward for children who attend school in the Bakersfield area. 3. MAINTENANCE OF_ FACILITY. OLMSCHEID and CSE ~'~i'ee to maintai,~ the Facility in a clean sanitary and first-class condition. OLMSCHEID and.~SE shalLh~)t allow the placement or accumulation of any waste trash or. septage upo~.tl~eEacdlty. ..... Minimum standards of cleanliness shall be maintained., as. determined by cl'rY~ 3.1 OLMSCHEID shall guarantee to re~ir any and all construction or building defects, structural or otherwise for one (1) year from the date construction is completed. 3.2 With exception of Cl~TY-owned pa~i0g Iots.ahd parking lots owned by the County of Kern, CSE witl be resp~dsible for all n0-fi-stru~tural maintenance of the Facility including, without limitation, lar~dscape sprinkl~¥ ~t~ms elevators, elements of the electrical mechanical systems, all furniture, fixtures, ~n'd equipment, plumbing systems, building exterior, drains, roof, sidewalk~,' entrance~ ways, exterior lighting, interior promenades and walkways, as Well as cu~t0dial cleaning, pest control and trash removal. CSE shall at all times keep the Facd~ty ~n a c ean, sanitary and first-class condition. After one (1) ye~"r'ClTY will be responsible for major structural items and maintenance on all CITY-oWned parking lots. CITY reserves the right to inspect the Facility to insure compliance With maintenance standards. 3.3 If OLMSCHEID at anytime becomes aware of any condition that jeopardi~eS the ~tructura! s0undn~ss or operational capability of the Facility, or the public safety, OLMSCHEID §hall so advise CITY in writing within five (5) days, and OLMSCHEID sba!l, Within such time as is reasonable under the circumstances remeoy the situation. If CS~.at anytime becomes aware of any condition that jeopardizes the structural soundness 0r.9perational capability of the Facility, or the public safety, CSE shall so advise OLMSCHEID and CITY in writing within five (5) days, and CSE shall, within such time as is reasonable under the circumstances, remedy the situation. 3.4 Neither OLMSCHEID or CSE shall undertake any activity which would limit or hinder in any way CITY's ability, upon termination of this Lease, to use the Facility for a public recreational facility and ice rink or any other lawful use which might be undertaken by CITY. S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease dr4.ExG.wpd Exhibit G -5 -- ~-q 3.5 CITY shall have the right to enter and inspect the Facility at any time during normal working hours to ascertain that the terms of this Lease are being followed. 4. BOOKING EVENTS. CSE shall be responsible for booking and scheduling of all events and conventions held at the Facility. If an event or convention involves a financial risk to CITY, if an event may damage the Facility, if more than ten (10) dates per year are involved or if the safety of the public is jeopardized, CSE shall contact CITY for approval prior to booking such event or convention. 5. PERMIT AGREEMENTS. CSE shall be responsible for negotiating and entering into convention or event permit agreements with outside users of the Facility which shall be substantially similar in form and content to the "Form Permit" attache~l hereto as Exhibit "C," and incorporated herein by reference. Anchor. Pe'~riits (sucb':~s · · . those associated w~th the Bakersfield Condors Hockey Team) wdl be negot~a~e~6 the involvement and pa~icipatio~ of the CI~ and wi ~e-subject to appro~i~ City Council. 6. SECURI~. OLMSCHEID and CSE are resp0~i~e for security at the Facility. OLMSCHEID and CSE shall coordinate security for~th~ ~ility in order to insure adequate securi~ s ma nta ned at a t mes. ~:';-~:~. 7. SALE OF FOOD AND BEVE~GES.'; -OEMS~HEID and CSE may enter into agreements for sale of food and beverages at the Fac~hty prowded that the Facility shall be kept in a clean and sani~a~ condition and meet CI~, Count, and State standards with regard to cleanliness and qaality of fo~d and beverages. OLM~CHEI~nd CSE shall use their best effo~s to 8. QUALI~ OF CA~E. : L- ~':~ maintain the highest degree and standards 0f quality of products and cou~eous, polite and moffenmve conduct and demeanor on the pa~ of its representatives, agents, secants and em ployees. ' .... 9. BOOKS AND RECORDS. CITY, OLMSCHEID and CSE shal maintain business records regarding Facility in accordance with genera accepted accounting principl~"~, Without limiting the generality of other provisions of this Agreement, the parties agree that CITY may, during normal business hours audit the books and records of OLMSCHEID and CSE, It is agreed and acknowledged that the books and records of OLMSCHEID and CSE and the information contained therein shall be confidential to the ext(~nt allowed by law. 10. CAPITAL IMPROVEMENTS BUDGETS. If requested by CITY, no later than Ma~ch 1, 2003, and January 1s~ of each fiscal year thereafter, OLMSCHEID shall submit to CITY a budget for projected capitat expenditures for such fiscal year. In addition, not later than ninety (90) days before the beginning of the first fiscal year after the Facility opens, OLMSCHEID shall submit to CITY a budget for projected capital expenditures for Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease.dr4.ExG.wpd Exhibit G -6 - March 22, 2001 (11:13am) the next five (5) and ten (10) years, which budget shall be subject to revision and adjustment in OLMSCHEID's reasonable judgment. 11. INSURANCE. In addition to any other insurance or bond required under this Agreement, OLMSCHEID and CSE shall procure and maintain for the duration of this Agreement the following types and limits of insurance ("basic insurance requirements" herein): 11.1 Automobile liability insurance, providing coverage oq an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,0001000) per occurrence; and the policy shall: ~ 11.1.1 Provide coveragb;for owned non-OW~rld,;h~red autos. 11.1.2 Contain an additional in~b'r~d endorsement in favor of the CITY, its mayor; :c,°u~if, ,officers, agents and employees. - .~., i, ,~,: 11.2 Broad fo~ commercial 'inSUrance, ISO fo~ CG00 01 11 85 or 88 providing coverage 9g ~n occ¢¢~e6¢~b;'~j~Yor bodily injuw, including death, of one or more persons, prop~ damage and ¢~¢¢~1 injuw, with limits of not less than One Million Dollars ($1,000,000) per occurrence ~nd the policy shall: 11.2.1 ' Provide'ContractU&l liability coverage for the terms of this Agreement.' 1ij2~2' ;';;' Contain'~n additional insured endorsement in favor of '; ; ;~;, '~. the CITY ~ts mayor councd officers agents, .. :' m¢oyees desig, ted vo ,t e s. ~:;~ 11.3 '~Wolkers' compensahon ~nsurance w~th statutow I~m~ts and employ~'~s liability insurance With limits of not less than One Million Dollars ($1,000,000) per g6Currence; and thC POlicy shall contain a waiver of subrogation and additional insured endorsement in favor of the CI~, its mayor, council, officers, agents, employees and designated volunteem. 11.4 All Risk Physical Damage Insurance. 11.4,1 Coverage on an All Risk Basis, including, but not limited to, earthquake, fire and flood, in an amount not less than one hundred percent (100%) of the replacement cost of the Facility and contents Twenty-Five Million Recreation & Ice Skating Facility Lease $:\Edcd\CityCenter\agrs\Rec&lceSkateFacLease dr4 ExG.wpd Exhibit G -7 -- - March 22, 2001 (11:13am) Dollars ($25,000,000.00) to protect against loss of, damage to or destruction of the Facility. 11.4.2 Boiler and Machinery insurance in the aggregate amount of full replacement value of the boilers and machinery. 11.4.3 All property policies obtained may be subject to normal exclusions relating to nuclear risks, wAr"risks, utility unavailability and such other p~iis~ ~S are generally excluded by insurers 0n simila(i'.pr~p~r~?s. 11.5 Crime and Fidelity Coverage. At lea~t O'~";M'illon Doll~ ($1,000 000) per occurrence of coverage for (i)~e~ploye~:;t~'ishone~ii~'~ or alteration 0') the~, d~sappearance and destruction ~n{~de and outside the Fa~l~,,-and 0v) robbew and safe burgtaw inside and outside the 11.6 Umbrella Liability Insurance;' Exce~s'liability insurance coverage in excess of the underlying insurances described herein in ~:A~8~t not less than Nine Million Dollars ($9,000,000) wriAen on an occu~ence basis. 11.7 Otherlnsurance..,. Anyotherins~rad~r~asonablyrequired by CI~ in writing (i.e., liquor liability insurance). ~' 11.8 All po ces requred:of OLMS. CHEID and CSE shall be pdmaw insurance as to the CI~, its ~ayor, cou:~il, o~ce~, agents, employees, or designated volunteers ~nd any insuradce o~ self-ins~cem~Yntained by the CI~, its mayor, council, o~cers, agbnts, employeeS;; .and d~ig~{~8 volunteers shall be excess of the OLMSCHEID's and CSE's insurance and Shall not contribute with it. Additional insured endorsement shall use ISO fo~ CG20 10 11 85 (in no event with an edition date later than 1990). ?;?*':i 1.9 -ExCept forwo~ers' compensation insurance, insurance is to be placed with inS~ers with a B'~Sts' r~ting of no less than A:VlI. Any deductibles, self-insured retentions or insurance' in esser amounts, or lack of ce~ain types of insurance othe~ise reqSi~ed by this Agreement, or insurance rated below Bests' A:VlI, must be declared prior tO e~ecution of this Agreement and approved by the CITY in writing. ' 11.10 All policies shall contain an endorsement providing the Cl~with thi~y (30) days wri~en notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, no~ithstanding any recovew on any policy. Copies of policies shall be delivered to CITY on demand. Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease dr4.ExG.wpd Exhibit G -8 -- - March 22, 2001 (11:13am) 11.11 The insurance required hereunder shall be maintained throughout the term of the Agreement. 11.12 OLMSCHEID and CSE shall furnish the CITY's Risk Manager with a certificate of insurance and required endorsements evidencing the insurance required. The CITY may withhold payments hereunder if certificates of insurance and endorsements required have not been provided. 11.13 Full compensation for all premiums which OLMSCHEID and CSE is required to pay on all the insurance described herein shall be cons~derea' as included in the prices paid for the various items of work to be performed under th'e,~lreement, and no additional allowance w~ll be made therefor or for additional premiums :w.h~ch may required by extens ons of the po c es of nsurance .. ,:~' ~:,;~,. 11.14 It ~s further understood and agreed by OLMSCHEID ait~.,~SE'that its liability to CITY shall not in any way be limited to or affected by the amount of insurance obtained and carried by OLMSCHEID and CSE in connection with this Agreement. 11.15 Unless otherwise approved ~)~,.the CI~, i~ a~part of the Facility under this Agreement is subleased or assign'88i?tl~?basic i~i~'~ requirements" set forth above shall be provided by, or on ~ehalf'0i;;'~]i ~'0'biessee.s.7~ assignees even if the CITY has approved lesser insurance re~Uireme~{S:f~r ~EM~C~IEID and CSE. 12. INDEMNITY. OLMSCHEID a~d CSE ' Aii indemnify, defend, and hold harmless CITY, its officers, age"n~-and employees A~lainst any and all liability, claims, actions, causes of action or de~ands whatsoever~against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused:iby OLMSCI;IEID~;or CSE,i:OEMS(~HEID's or CSE's employees, agents, indepen~'&:~'b~ntractc~'~i' c0m~b, nies, o'~6contractors in the performance of, or in any way arisir~g frbrn,~the terms'arid brovisions of this Agreement whether or not caused in part by a party indemnified hereunder, except as limited by CITY's sole active negligence or willful misconduct.' : .13. DESTRUCTION: If, during the term of this Agreement, the Facility is totally or partially destroyed for any cause, rendering the Facility totally or partially inaccessible or Urn'usable and, if ur~der' existing laws, the restoration can be completed within one hUSh'ired eighty (180)working days after the date of destruction, OLMSCHEID shall restore the'Facility to substantially the same condition as it was immediately before the destruction, a'~d such destru~ti0n shall not terminate this Agreement. ' 13.1 If the restoration cannot be made in the time stated above, then within fifteen (15) days after the parties determine the restoration cannot be made in said time, OLMSCHEID may terminate this Agreement immediately by giving notice to CITY. If OLMSCHEID fails to terminate this Agreement, CITY, at its election, may either terminate Recreation & Ice Skating Facility Lease S:\Edcd\CltyCenter~agrs\Rec&lceSkateFacLease dr4.ExO.wpd Exhibit G -9 -- - March 22, 2001 (11:13am) -- this Agreement, or restore the Facility within a reasonable time, in which case this Agreement shall continue in full force and effect. 14. CONDUCT AND DEMEANOR OF EMPLOYEES, GUESTS AND PATRONS. To ensure the highest level of courtesy and honesty in dealing with the public, OLMSCHEID and CSE shall use its best efforts to control the conduct, demeanor and appearance of its officers, agents, employees, representatives, customers, guests, invitees, contractors and ethers doing business with it upon the Facility. OLMSCHEID and CSE shall have employees at the Facility capable of communicating instructions to persons occupying the Facility during events provided for in this Agreement to reasonably provide safety to those occupants, including, but not limited to, the direction of an evacuation in the event of an emergency. 1,5 PROHIBITION OF DISCRIMINATION;.~ OLMSCHE D and.,~SE?i~t~i!!il[ not d~scnm~nate against any employee or apphcant fbr employment because~x, race, color, creed, religion, marital status or national origin, and shall not discriminate in the provision of se~ice hereunder against any person on'the basis of sex, race, color, creed, religion, marital status or national origin. 16. COMPLIANCE WITH THE ~w;'DU~. O~SC~EID and CSE shall comply with all applicable laws, rules, reg~lati6ns'~hd'6rdinance~'relating to the use and operation of the Facility. OLMSCHEID, and CSEshall pe~o~ ~ts obl~gabons hereunder ~n conformity w~th the standard to wh ¢~ an operator ~'~mparable mulb-pu~ose public ente~ainment facility would operate. OLMSCHEID~and CSE shall promptly and fully discharge all of its obligations under this Agreement~hd any subleases related thereto. 17. NO SMOKING. This Facili~ shall be a non-smoking facility· CSE shall ensure that patrons do not smoke in any area of the Facility, regardless of whether such area is enclosed or outdoors. 18. BREACH. 18.1 ~"Acts Constituting Default. Any or all of the following actions shall constitute a default of this Lease: 18,1.1 authorized in this Lease; or Use of the Facility for any purpose other than as 18.1.2 Default in the payment of rent when due; or 18.1.3 Abandonment or vacation of OLMSCHEID orCSE from the Facility; or Recreation & Ice Skating Facility Lease S:tEdcd\CityCenter\agrs~Rec&~ceSkateFacLease dr4 ExG WpdExhibit G -10 - March 22, 2001 ( 11:13am ) .... £ ~I ~INAL 18.1.4 With the exception of rent forwhich no notice is required a default in the performance of any of the terms, covenants, or conditions hereof if not cured within twenty (20) days after prior written notice by CITY to OLMSCHEID. 18.2 Lessor's Remedies. With the exception of rent for which no notice shall be required, any default by OLMSCHEID or CSE which shall continue, uncured, following twenty (20) days notice of default shall be deemed a breach of this Lease. CITY has the following remedies in addition to any and all rights and remedies set forth herein or provided by law or equity, to which CITY may resort cumulatively or in th~'alternative. 18.2.1 Termination. CITY may, at CiTY's election, terminate this Lease by giving OLMSCHEID and CSE notice of terminatic~n:i .on agiving of sa[~ notice, all OLMSCHEID's and CSE's rights to the FaCility and in all imDn~v~ments s!~ll terminate. Promptly after notice of termination, OLMSCHEID ahB CSE ~hai[ ~'ncl~r'and vacate the Facility and leave all improvements in a '"~r~m ci~'an" co nd itio n',~'~;.~'i~ may reenter and take possession of the Facility and all t~ r~'~'~ining improvements and eject all parties in possession, at CITY's option. Terminati°~ ~hall ~bt relieve OLMSCHEID and CSE from the payment of any sum then due and ~win~-~t© cITY? from any claim for damages previously accrued orthenaccruing aga!ns~t OLMSCHEiD~"rCSE, including but not limited to, future rentals 18.2.2 Lessor May Reenfer.W~thout Term~nabon. CITY, at CITY's election, reenter the Facility and, without term!~a~?g the Lease, at any time and from time to time relet the Facility and imprm)ements 9r any part or parts of them for the account and in the name of OLMSCHEID,CSE or otherwise. OLMSCHEID and CSE shall nevertheless pay to CITY on thedue date§pec fled ~'th s Lease the equivalent of all sums required of OLMSCHEID or CSE unde'~:.this I:.~A§e, plus CITY's expenses, or less the avails of any reletting or att0rnment. Nb'~a~!:b~'~r on behalf of CITY under this provision shall constitute'a termination ~f this Lease unless CiTY gives OLMSCHEID and CSE notice of t~rmination. 18.2.3 CITY may, at CITY's election, use OLMSCHEID's or CSE's perS0n~al pr0'p~brty And trade fixtures, or any of them, without compensation and without ii'ability for u~e 0~ '~rnage, or store them for the account and at the cost of OLM~CHEID or CSE. The eiection of one remedy for any one (1) item shall not foreclose an e!ection of any other re'~nedy or another item or for the same item at a later time. 18.2.4 CITY shall be entitled at CITY's election to each installment of rent or to any combination of installments for any period before termination, plus interest. Avails of reletting or attomed subrents shall be applied, when received, as follows: Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs\RecSlceSka~eFacLease dr4 ExG WpdExhibit G -11 - March 22, 2001 (11:13am) .... 18.2.4,1 To CITY to the extent that the avails for the pedod covered do not exceed the amount due from and charged to OLMSCHEID or CSE for the same period plus CITY's expenses; 8.2.4.2 The balance to OLMSCHEID or CSE. 18.2.5 CITY shall be entitled at CITY's election to damages in the following sums: 18.2.$.1 All amounts that would ha~,e fallen due as rent between the t~me of termination of th~s Lease and the time of the claim, jud. gment, or other award, less the avails of all reletting and attornments plus interes[ and C~'s.t, of reletting;? 18.2.5.2 The worth atthet~meofthec~il~Cjucr§rnent or other award of the amount by which the unpaid rent for the balance of the t~xceeds the then fair rental value of the Facility at the higher of the fair rental value as then encumbered by the Lease and improvements and the fair rental value unencumbered by the Lease and improvements. "Worth" as used in this provision is computed by discounting the total at the discount rate of the Federal Reserve Bank of'SaniF~:~,n, cisco at the time of · ' '- : o the claim, judgment, or award, plus one percent 1 ~). 18.2.6 OLMSCHE~ID and CSE assigns to CITY all subrents and other sums falling due from subtenants, licensees, and dsnCessionaires during any pedod '~ which CITY has the right under tt~is Lease to reente~ tt~e Facility for OLMSCHEID's or CSE's default and OLMSCHEID or CSE shall not have any right to such sums during such periods· CITY shall receive and collect Tall subren~ and avails from reletting, applying them: (1) to.the payment of reasonable-expense' (including attorney's fees or broker's commissiPr~,0.r' both) paid or incurred '~y 0r.0n"Sehalf of CITY in recovering possession placing the Facility and'improvements i'~"~ood condition and preparing or altering the Facility or irr~l~r°Vsments for rele{ting; (2) to the reasonable expense of securing new lessees; (3) to the fulfillment of OLMSCHEID's and CSE's covenants to the end of the term; (41 to CiTY's uses and purposes. OLMSCHEID and CSE shall nevertheless pay the CITY the due date specified the equivalent of all sums required of OLMSCHEID and CSE under this Lease, plus CITY's expenses, less the avails of the sums assigned and actually collected under this provision. 18.3 Non-Merger of Fee and Leasehold Estates. If both CITY's and OEMSCHEID's or CSE's estate in the Facility or the improvements or both become vested in the same owner, this Lease shall nevertheless not be destroyed by application of the doctrine of merger except with the express election of CITY. 19. TERMINATION FOR CAUSE. Any party may terminate this Agreement for cause by written notice upon the occurrence of a material breach, as defined herein. Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease,dr4 ExG wpd . . - March 22, 2001 (11;13am} -- Exhibit G -1 2 -- 20. AUTOMATIC TERMINATION. This Agreement shall terminate automatically, without action or notice by any party, upon occurrence of any of the following: 20.1 OLMSCHEID or CSE files or has filed against it a voluntary or involuntary petition and bankruptcy, or a voluntary or involuntary petition or answer seeking reorganization, an arrangement, readjustment of debts, or for any relief under the Bankruptcy Code, as amended, or any other State or Federal insolvency ~ct or law not dismissed within sixty (60) days thereof; or ¢., 20.2 Any action by OLMSCHEID or CSE indicating Us cons,.ent to. approval of, or acquiescence to the appointment of a receiver or trustee for all ot"~S,u,,bstantial pa,~ of its property; the making by any such party of an assignment f0r'ihe '~f~t:io[ cred[t(~, the inability of OLMSCHEID or CSE or their admissid~.in writin~(~f their iX". debts as they mature, or the hqu~dabon, d~ssolubo, p,,~qr;t,,e, rm~nat~on of t~~te or business existence of OLMSCHEID or CSE. ~.~,,,~?i'/~;' :, 21. NOTICES. Unless expressly otherwise ,pro¥~ded elsewhere m th~s Agreement, any election, notice or other communication require~(~P~ermitted to be given under this Agreement shall be in writing and deeme~l,to have bee~0,~d'bly g~ven ~f and when de vered persona y (w th rece pt acknow edged) or fl~,~(,5~) days after ma I~ng the same by certified mad, return receipt requ~red.~w~th pro,.er p.~o~a_~.e;prepa~d, or when sent by a national commercial courier service (.~'ch as ~l'eral' ~ r DHL Worldwide Express) for expedited dehvery, to be confirmed ~n wntmg by such couner, at such party s address set forth below or at such other'address asa party ~iy designate by notice given to the other in accordance with the foregoing.-i~acsimile ~;ailin~ shall not constitute notice. CITY: OLMSCHEID: ~. CITY OF BAKERSFIELD Attention: Alan Tandy 1501 Truxtun Avenue ,Bakersfield. California 93301 RAY P. OLMSCHEID 190 North Wiget Lane. Suite 260 Walnut Creek, California 94598 CSE' COMMUNITY SPORTS & EVENTS, INC. Attention: Recreation & Ice Skating Facility Lease S:~edcd~CityCenter~agrs~Re¢&lceSkateFacLease'dr4'ExG W?-dExhibit G -13 · March 22, 2001 (11:13am) " 22. COUNTERPARTS. This Agreement may be executed simultaneously or in one or more counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. 23. NO THIRD PARTY BENEFICIARY. Any agreement to perform any obligation or pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of OLMSCHEID, CSE, and CITY and the respective successors and permitted assigns (as expressly permitted in this Agreement), and such agreements and assumptions shall not inure to the benefit of any obligee:~homever, it being the intention of the undersigned that no one shall be or be deemed~.to be a third party beneficiary of this Agreement. 24. ASSIGNMENT AND SUBLETTING. Neither thi? Lease; ~b~ia~y interes, tin it, may be assigned, sublet or transferred by OLMSCHEID or CSE witho~[~'~P~Ol~,~ten Consent of CITY. Any such assignment, subletting ~r'i~ansf~ will be subje~i~'~terms and cond~bons as CITY may choose to ~mpose. Any s..u.ble~s.ee or assignee must agree in writing, to abide by all the terms and conditions of this'L~as.'e p~rior to the transfer of any interest herein. Any sublessee or assignee must d~'mo~'~'ttate~ At a minimum, adequate financial capability to CITY prior to CITY's app~'oying any sub ease'or assignment. All documentation relating to showing financial Capacity shall be~dehvered to CITY upon demand. ' :. .:. ,~ '~:-. , ,~'¥?', 25. BINDING EFFECT. The i'ights ~nd obligations of this Agreement sha nure to the benefit of, and be binding B, pon, the parbes to the Agreement and their he~rs administrators, executors, person'~ii repres~htative~,~;i}ccessors and assigns. 26...?.CORPORATE AUTHORITY; EaCh- individual executing this Agreement represen~t.s and warrants .t. hey ~re duly ~uthori:~'~d to execute and deliver this Agreement on behalf of. the .c°rp°rati°n or 0rganizati0'~, if any, named herein and this Agreement is binding uP0nsaid corporation or organization in accordance with its terms. EXEcuTION. 27. This A. greement is effective upon execution. It is the product of negotiation and ~all parties are equally responsible for authorship of this Lease Agreeme'~nt. Section 1654 0.f:~he California Civil Code shall not apply to the interpretation of thiSAgreement. ' :~;" 28. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditiOns, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. Recreation & Ice Skating Facility Lease S :\Edcd\CityCenter~agrs\Rec&lce S kateFacLease.dr4 ExG·wpd . , -March 22, 2001 (11:13am) -- Exhibit G -14 -- 29. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 30. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California· 31. MERGER AND MODIFICATION. All prior agreemer~ bet~,een the parties are incorporated in this Agreement which consbtutes the ent re agrebment. Its terms are intended by the part~es as a final expression of their agreement w~th. resp~St to such terrr~ as are included herein and may not be contradicted' by evidenc~ 'of'~!~8~greem~nt or contemporaneous oral agreement· The part~es further ~ntend th~s Ag rei~ient.E4itt~"~tes · . ,.-~ ~, ~:~. , . . '~,~'_.~,z~.~,, .~;~ the comp ete and exclus ve statement of ~ts terms and. · ..no.; 'extr.. ns c ev dencez~.~a~oever may be introduced in any judicial or arbitration proceeding involving this Agreement. This Agreement may be modified only in a writing approved bYthe ~y Council and signed by all the parties. 32, CONDEMNATION. If the whole or any substant~al~art of the Facd~ty shall be taken by any paramount pub ~c author., :ty'under t~ie,.,. ,-~ %,~-D°wer of.;~,_emment domain, then this Agreement shall be terminated from the day wf~n"th,'.-¢~ ~ssb~'sion of that part shall be taken for sa~d pubhc purpose. . 32.1 Al damages, awarded for this taking shall belong to and be the property of CITY, subject to the'terms Of the sale'8~ Certificates of Participation which funded the,c.0nstruction of the Facility an~J ~ill agreements pertaining to that sale. 33, NON-INTEREST.; No officer or employee of the CITY shall hold any interest in this Agreement.(Cahforma Government Code section 1090). 34. NEGATION OF PAI~TNERSHIP. CITY shall not become or be deemed a partner or joint venturer with OLMSCHEID or CSE or associated in relation with OLMSCHEID or CSE'by reason of the provision of this Agreement or sublease. OLMSCHEID and CSE shall not for any purpose be considered an agent, officer or employee of CITY. 35. TAXES; ASSESSMENTS. 35.'I Real and Personal Property. All real and personal property taxes, general and special assessments, possessory interest taxes, and other charges of every description levied on or assessed against the Facility, improvements, the leasehold estate, sub-leasehold estate, shall not be chargeable against CITY but shall be chargeable against OLMSCHEID and CSE. OLMSCHEID and CSE shall make all such payments direct to the Recreation & Ice Skating Facility Lease -S:\Edcd\CityCenter\agrs\Rec&lceSkateFacLease'dr4'ExO'w-Pdixh ibitMarch 22, 2001 (11:13am) G - 15 -- ' charging authority at least thirty (30) days before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their non-payment. If, however, the law expressly permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), OLMSCHEID and (3SE may, at their election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency· 35.2 Possessory Interest Taxes. 35,2.1 OLMSCHEID's interest hereunder may be subject to property taxation and OLMSCHEID, as a party in whom a possessing interest is vested may be subject to the payment of property taxes levied on such ir~t~resti:"and shall pay all such possessory nterest taxes ......, 35.2.2 CSE s interest hereunder may be subj~d~..~Croprtye taxation and CSE, as a party in whom a possessing interest is vested, may be subject to the payment of property taxes levied on such interest, and shall pay all such possessory interest taxes. . 35.3 Discharge of Claims, Lie axes. OEMSCHEID and CSE shall discharge or provide for the discharge of all Claims¢l~idh either has authorized or incurred for labor, matenals and supphes furnished for or.-m.con.necfion w~th the Facd~ty and shall pay all taxes, assessments, or other.govern .m.,~"ntal c~ait~e§ lawfully lev~ed or assessed u pon or in respect of the Facility ,o.r a~, part thb"~eof or u.~%'~ ny of the revenues therefrom. OLMSCHEID and CSE agree to keep and shall keep the Fac~hty free and clear of any mechanic's or materialmen s liens or ot~e;( hens of~a&y k~nd or nature for any work done, labor perfo.rmed, or material fur~ished th~'~'~n at'{t~ instance or occasion of OLMSCHEID or CSE; add OLMSCHEID and CSE further agree to indemnify and hold harmless CITY, its officers, agents and employees, from and against and any and all claims, liens, demands, Costs and expenses 0f any nature whatsoever for any work done, labor performed, or material furnished. CSE shall pay all taxes (real, personal, or whatever other character) that may be levied or ch.arged upon the rights of CSE to occupy the Facility, or upon CSE's improvements, fixtures, equipment or the property thereon, or upon CSE's operation hereunder·"-CSE shall also obtain and pay for a] other licenses or permits necessary or required bylaw for the conduct of its operation hereunder. 36. TAX NUMBERS. , OLMSCHEID's Federal Tax Identificatio~ No. OLMSCHEID is a corporation? Yes No CSE's Federal Tax Identification No. CSE is a corporation? Yes No (Please check one.) Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs"Rec&lceSkateFacLease'dr4'ExG'WpdExhibit G -16 -- o March 22, 2001 (11:13am) -- 37. TIME. Time is of the essence in this Agreement. 38. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by OLMSCHEID and CSE pursuant to the terms of this Agreement, shall, upon preparation, become the property of the LESSOR. 39. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver~'~ that party's right to enforce such a provision at a later time, and shall not serve to var~ the terms of this Agreement. ~ 40. WASTE OR NUISANCE. OLMSCHEID and CSE shal[not ~mlt or pe~t the commission by others of any waste on the Fac!lity; OLMSCHEID and'CSE~hall not maintain commit or permit the maintenance or commission of any nu~san~efined in Section 3479 of the California Civil Code on the F~!ii~f~nd the OLMSCHEi~ and CSE shall not use or permit the use of the Facility for any 8nl&~u[purpose. 41. INSU~NCE H~RDS. OLMSC~EID and CSE S~a.ll~got commit or pe~it the or h zardou acts .,. of Facility in any manner that will increase the existing ~tSs:for, or cause the cancellation of any insurance policy applicable to:the Facility; the;::imprbVements thereon, or to OLMSCHEID's or CSE's operations fiereunde~ Or CI~'.~ future use of the Facility. 42. ABATEMENT OF USES DEL~TERIOU~ TO REVERSION. With respect to any use or improvement that.~ould or wit~ reasga~51e probability might reduce the value of the reversion, OLMSCHEI~and CSb':'~fiall, 8~'notice of demand by CI~, cause all such uses to:cease at or befor~ the end of.(he"t~rm or sooner termination of this Lease or within a ~Sd~able time [he~eaffer as '""" specified in the notice, and shall cause all such structure"and COnditions to be razed, abated, and removed, and the Facility to be rendered safe, and free from debris and hazards. 43~-' 'OLMSCHEID's AND CSE's DU~ TO SURRENDER. 43.1 A~ e~piration or earlier termination of the term, OLMSCHEID and CSE shall surrender to CI~ the possession of the Facility. OLMSCHEID and CSE shall leave the surrendere8 Facility and any other prope~y in good and broom-clean condition except as provided to the contraw in provisions of this Lease on maintenance and repair of improvements. All prope~y that OLMSCHEID and CSE are required to surrender shall become Cl~'s properly at termination of the Lease. All prope~y that OLMSCHEID and CSE are not required to surrender but that OLMSCHEID and CSE does abandon shall, at Cl~'s election, become CITY's properly at termination. Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease'dr4 ExGw-p-dExhibit G -17 - March 22, 2001 (11:13am) 43.2 If OLMSCHEID and CSE fail to surrender the Facility at the expiration or sooner termination of this Lease, OLMSCHEID and CSE shall defend and indemnify CiTY from all liability and expense resulting from the delay or failure to surrender, including, without limitation, claims made by any succeeding tenant founded on or resulting from OLMSCHEID's and CSE's failure to surrender. 44. HOLDING OVER. This Lease shall terminate without further notice at expiration of the term. Any holding over by OLMSCHEID or CSE after expira.t!on shall not constitute a renewal or extension or g~ve OLMSCHEID or CSE any nghts m or to the Facility except as otherwise expressly provided in this Lease. ' ~'~'~ IN WITNESS WHEREOF, the parties hereto have to executed, the day and year first-above written. "CITY" CITY OF BAKERSFIELD By: HARVEY L. HALL Mayor APPROVED AS TO CONTENT::: PUBLIC WORKS DEPARTMENT RAY an individual COMMUNITYSPORTS & EVENTS, INC. Public Works Dir~ector APPROVED AS TO FORM:.' BART J. THILTGEN City Attorney By:. Title: By: BART J. THILTGEN City Attorney More Signatures On FoLlowing Page Recreation & Ice Skating Facility Lease S:\Edcd\CityCenter~ag rs\Rec&lceS kateFacLease.dr4.ExG.wpd ~ ,._.. - March -- I-XRIDI[ t:, -1 8 22, 2o01 (11:13am) -- COUNTERSIGNED: By: GREGORY J. KLIMKO Finance Director RMS:ADD:dlr Recreation & ice Skating Facility Lease S:\Edcd\CityCenter~agrs\Rec&lceSkateFacLease.dr4.ExG.wpd · · - March 22, 2001 (11:13am) -- Exhibit G -1 9 -- Grant Deed CHICAGO TITLE COMPANY WESTERN REGIONAL HEADQUARTERS 1717 WALNUT GROVE AVENUE ROSEMEAD, CA g1770 (818) 307-7000 Grant Deed CHICAGO TITLE COMPANY WESTERN REGIONAL HEADQUARTERS 1717 WALNUT GROVE AVENUE ROSEMEAD, CA 91770 (818) 307-7000 Grant Deed CHICAGO TITLE COMPANY WESTERN REGIONAL HEADQUARTGRS 1717WALNUT GROVE AVENUE ROSEMEAD, CA 91770 (818) 307-7000 EXHIBIT "1" SCHEDULE OF PERFORMANCE TASK TO BE PERFORMED Site Plan Lender Contact 3. Submit Financial Statement 4. Elevations 5. Survey 6. Soils 7. Appraisal 8. Plot Plan Submittal 9. Construction budget (preliminary) 10. Construction budget (final) 11. Stadium Plan Submittal 12. Board of Zoning Adjustment (EIR and CUP) 13. Rendering 14. Approval of DDA 15. Begin Land Purchase Negotiations 16. Execute Leases and Start Drawings 17. Marketing Brochure DATE OF COMPLETION Dec. 1, 2000 Nov. 1, 2000- Jan. 15, 2001 Jan. 1, 2001 Feb. 1, 2001 Feb. 1, 2001 Feb. 1, 2001 Feb. 1, 2001 Feb. 15, 2001 Feb. 15, 2001 July 15, 2001 Mar. 1,2001 Mar. 13, 2001 Mar. 25, 2001 Mar. 28, 2001 Apr. 1, 2001 May 1,2001 May 1, 2001 I-1 18. Marketing Plan 19. Civil Engineering 20. Freeze Design 21. Government Approvals 22. CC&Rs and Security Plan 23. Lender Package 24. Land Purchase 25. Contractors hired through bid process 26. Equity to Construction Loan 27. Performance Bonds 28. Construction Loan 29. Permanent Loan 30. Start Construction 31. Ground Lease Restaurant Pads 32. Complete Construction and Certificate of Occupancy May 15, 2001 June 15, 2001 June 15, 2001 July 15, 2001 July 15, 2001 July 15, 2001 Aug. 1 2001 Aug. 1 2001 Aug. 1 2001 Aug. 1 2001 Aug. 1 2001 Aug. 1 2001 Sep. 1 2001 Feb. 1 2002 Fall 2002 1-2 m z PARKING I ....)..J r- -J SHARED PARKING L ...... J-- STADIUM PARKING NAP . ~ 14TH STREET CALiFORNiA AVENUE