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HomeMy WebLinkAboutRES NO 78-84COUNCIL RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAKERSFIELD APPROVING AND AUTHORIZING THE EXECUTION OF A FOURTH IMPLEMENTATION AGREE- MENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE BAKERSFIELD REDEVELOPMENT AGENCY AND BAKERFIELD METRO- POLITAN ASSOCIATION 061584 WHEREAS, the Bakerfield Redevelopment Agency [the "Agency") and Bakersfield Metropolitan Association (the "Developer") entered into a Disposition and Development Agreement dated May 18, 1982, a Second Implementation Agree- ment' to Disposition and Development Agreement dated June 8, 1983, and a Third Implementation Agreement to Disposition and Development Agreement dated December 15, 1983, pursuant to which the Agency agreed to acquire and lease, and the Developer agreed to lease and develop, certain real property (the "Site") located within the boundaries of the Downtown Bakersfield Redevelopment Project (the "Project"); and ~ WHEREAS, the Developer and the Agency now desire to make certain modifications and additions to the DDA in light of current conditions; and WHEREAS, a Fourth Implementation Agreement to the Dis- poslticn and De~eiopm~ut Agreement [~ne "Lgreement"~ has been drafted to make such modifications and additions; and WHEREAS, such modifications and additions do not sub- stantially change the provisions of the DDA or the consi- deration to be paid by the Developer for the use of the Site; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BAKERSFIELD DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council hereby approves and autho- rizes the execution of the Fourth Implementation Agreement to the Disposition and Development Agreement between the Agency and the Developer, and the Chairman of the Agency is hereby authorized and directed to execute said Agreement on behalf of the Agency. PASSED AND ADOPTED this 19%h day of September 1984, by the following vote: AYES: NOES: ABSENT: ATTEST: AYES: COUNCILMEN:-4~a:'~'f~', CHILDS, CHRISTENSEN. MOORE, PA~N~,.,%&TT¥, ROCKOFF ABSEN1: COUNCI~EN: ~'r~ City Clerk APPROVED as to form: ~CITY ATT0~EYVof- the City of Bakersfield -2- 090584 2123D:CDC FOURTH IMPI, Et. IENTATION AGREE~4E~T TO DISPOSITION AND DEVY£LOP, IENT AGREEMENT THIS FOURTH IMPLEMENTATION AGREEMENT (the "Fourth Implementation Agreement") is entered into this ]2th day of September , 1984, by and between THE BAKERSFIELD REDEVELOPMEN~ AGENCY, a public body, corporate and politic (the "Agency") and BAKERSFIELD METROPOLITAN ASSOCIATION, a California general partnership (the "Developer"), in implementation of that certain Disposition and Development Agreement, dated May 18, 1982, a First Implementation Agreement to Disposition and Development Agreement dated November 15, 1982, a Second Implementation Agreement to Disposition and Development Agreement dated June 8, 1983, and a Third Implementation Agreement to Disposition and Development Agreement dated December 15, 1983, (hereinafter collectively referred to, together with this Fourth Imple- mentation Agreement, as the "DDA"). The Agency and the Developer hereby agree as follows: Section 1. Purpose of this Fourth ~qreement. Implementation The purpose of this Fourth Implementation Agreement is to implement the DDA by clarifying certain provisions thereof in light of current conditions and the further planning and decisions of the parties br~reto. Section 2. Prohibition Aqainst Chanqe in ~embership, Ownership, Management and Control of Develop_q~. Section 109 of the DDA is revised to read as follows: "The qualification and identity of the Developer are of particular concern to the City and the Agency, and it is because of hhese qualifications and identity and in contem- plation of the partnership described in this Section that the Agency has entered into this Agreement with the Devel- oper. No volunSary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement except as provided in this Agreement. "The Developer shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of ~he Developer, or the degree thereof, of which it or a~y o[ it~; o[ficer~ have b~en noti[ie~ or othe~¥~l~;~ have know]edge or information. ~:xcept ~s pro- vidc~ i~] th]~; Agre~ment, this Agreement may be terminated by the Agency i, ursuant to Sectio~ 511 hereof if there is a~y y~ignificant change (volunt~ry or involuntary) in mem- bership, ow;]ernhip, management or control of the Developer or its associates (other than such changes occasioned by the death or incapacity of an individual) prior to issuance of a Certificate of Completion for the development of the Site. "In accordance with the time limits established in the Revision No. 4--Schedule of Performance (Attachment No. 5) the Developer agrees to enter into a general partnership with Associated Inns and Restaurants Company of America ("AIRCOA") in which AIRCOA will be a general and managing partner. In accordance with the time limits established in the Revision No. 4--Schedule of Performance (Attachment No. 5) the Developer agrees to assign the DDA to the general partnership composed of the Developer and AIRCOA in a form and manner approved by the Agency in which the partnership and AIRCOA as the general partner become responsible for all the obligations and responsibilities of the Developer under this DDA. "Notwithstanding any other provisions of this Agree- ment, the Developer reserves the right, at Developer's ~discretion~ to join and associate with other entities in limited partnerships for the purpose of financing the Site or portions thereof, provided that the Developer ~hall remain full}' responsible to the Agency under this Agreement. "The restrictions of this Sect)on 109 shall terminate upon :.~s~,~ce bv ~be ;gency of ~ Certific~,te of for the development of the Site." Section 3. Lease and Development of the Site. Section 201 oil the DDA is revised to read as follows: "In accordance with and subject to all the terms, covenants and conditions of this Agreement: (1) ;Fhe Ager]cy agrees to make good faith efforts to issue bonds or other- wise obtain financing and to acquire thoy;e portieres of the Site that it does not already own. (2) The Agency agrees to /case the f;ite to the Developer for the construction of the Hotel, and the Developer agrees to lease the Site from the Agency for a [~eriod of thirty-£ive (35) year.~; with two (2} ten (10) yea~ renewal options pursuant to the Bakersfield Redevelopment Agency/B~ke~sfJe]d ?-:etropolitan Association Second Amended and Restated I,eaf~c (tile "Lease") incorporated herein and attac~hed hereto an Attai~hment:~ ~o. ,:. (3 5'he Developer agrees to construct, operate and ]~i~ta[n th~ Hotel facilities and surface ~arking, as ~ell a~; lan~lscape the ~;ite. (4) ~'he Agency reserves the right to develop or cause the develop~]ent of any facilities it deep,is desirable in the air rights over the parking facili- ties located on the Site. (5) The Agency ~ball improve and expand or cause the improvement and e>[pans]on of the Bakersfield Civic Auditorium to a multi-use facility as described in the Revision NO. 2--Scope of Development (Attachment No. 3). "The Agency and Developer agree that the Agency's obligation to acquire the portions of the Site that it does not already own and to lease the Site to the Developer for the development of the Hotel is conditioned upon the Devel- oper obtaining the proceeds of the Industrial Development Bonds ("IDB") within the time limits specified in the Revision No. 4--Schedule of Performance (Attachment No. 5), the Agency or the Developer may terminate this Agreement. "The Agency and Developer agree that ~ithin the time specified in the Revision No. 4--Schedule of Performance (Attachment No. 5), the Developer shall advance an amount of money, not to exceed $ 20,000.00 , to the Agency (the "Developer Advance") to enable the Agency to acquire fouz- -month options to purchase each parcel of the Site not presently owned by the Agency or City (the ' !~Options"). The Agency's obligation to acquire the Options shall be subject to its receipt of the entire Developer Advance. In the event the Agency expends the Developer Advance in acquiring the Options and the ])eveloper does not subseGuently obtain the use of the IDB proceeds, the.Agency may elect not to exercise the Options. The Developer a~fees and unc~.r%;t~nds ~.hat the Oe~¢~io~er ~dv~n~- ;'i~l be korfeited in such event. The-Developer agrees not to hold the Agency liable for any losses incurred by the Developer in connection with the Developer Advance. If the Agency purchases the parcels and is given a credit for the option price, the amount so credited shall be returned to the Developer." Section 207 of the DDA is revised to read ~.~; follows: "No later than December 31, 1983, the Agency shall use its best efforts to issue Industrial Development Bonds with an effective interest rate of eleven percent (11%) or less over a thir[-y (30) year amortization scbc¢]ute for financing the development of the Site peravant to the Revision No. 2--Scope of Dcvelot':ment (Attach~aent ~,:o. 3). -3- "'l'he Developer shall submit to the Agency evidence of a lot. tot of credit satisfactory to the Age~y as security for tho IDB wit:bin the time specified in the Revision ~o. 4--Schec]ule of Performance (Attach~.ent l~o. 5). "Within the time specified in the Revi.~;ion No. 4--Schedule of Performance (Attachn{ent ~o. 5), the Developer shall submit to the Agency a letter of credit or other evidence satisfactory to the Agency to demonstrate the Developer's ability to obtain use of the proceeds of the IDB to develop the Site in accordance with the DDA." Section 5. ~:odified Basic Concept Drawings. Section 303 of the DDA is hereby revised to read as follows: "Within the time established in the Revision No. 4--Schedule of Performance (Attachment No. 5), the Developer shall prepare and submit Modified Basic Concept Drawings, perspectives and a model for development of the Site to the Agency for review and written approval. The Site shall be developed as established in the Modified Basic Concept Drawings and related documents, except as changes may be mutually agreed upon between the Developer and the Agency. Failure by the Agency to make necessary approvals or disapprovals required by this Section 303 %.lithin such time as is required shall be deemed an approval. Any disapproval shall state in writing the reason therefor. The Agency shall cooperate with and assist the Developer in completing the Modified Basic Concept Drawings and related documents. The Agency shall approve or disapprove the Modified Basic Concept Drawings within ~ i~ime e~,tnb~ished ~n the Revision No. 4--Schedule of Performance (Attachment No. 5)." Section 6. Construction Plans~ Drawings and Related Documents Section 304 of the DDA is hereby revi~3ed to read as follows: ",The Developer shall prepare. and submit final con- struction plans, drawings and related documents for the improvements to the Site to the Agency for architectural review and written approval as and at the time established in the Revision No. 4--Schedule of Performance (Attachment No. 5). Final plans and drawings are hereby defined as those in sufficient detail to obtain a building permit. "The landscaping and finish grading plans shall be preps]red by Developer's pro~e-~sional landscape architect, who may be the same firm os the Developer's architect. -4- Within the time established in the Revision No. 4--Schedule of Performance (Attachment No. 5), the Developer shall submit to the Agency for approval final. landscaping and finish grading plans. "Approval of progressively more detailed drawings and specifications will be granted by the Agency if they are a well designed, logical evolution of drawings or specifica- tions previously approved. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval. Agency approval shall not waive City requirements. The Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. "If any revisions or corrections of plans approved by the Agency shall be required by any govern~nent official, agency, department or bureau having jurisdiction, or any lending institution involved in financing, the Developer and the Agency shall cooperate in efforts to obtain a waiver of such requirements or to develop ~ mutually acceptable alternative. If no such alternative is devel- oped, the Agency shall be bound by such revisions or corrections if they are not inconsistent with approved construction drawings a~d related documents. "In addition to the construction plans, drawings and related docunents to be submitted by the Developer to the Agency hereinabove, the Developer shall submit the prelimi- nary drawings of the Civic Auditorium improvements to the City Council for approval within the time specified in the ~uvis~on Nc. ~--~ch.~d_.]u of Pu2fcr~a~ce ~Lttnch~ent ~o. Section 7. Agency Approval of Plan~), Drawin~qs and Related. Documents Section 305 of the DDA is hereby revised to read as follows: "Subject to the terms of this Agreement, the Agency shall have the right of reasonable architectural review of all plans and drawings, including ~ny changes therein. The Agency shall assist the Developer with any architectural review required by any agency, dcpartmcnt or board of com- mission of the City within the times required hereunder for review of such plans and submissions for building permits to City departm~nts or other agencies. "The Agency shall approve or disapprove the architect plans, drawings a~]d ~elated doctu~ents ref~rred to ~n the DDA ~;ithin the times established in the R(~vision -5- No. 4--Schedule of Performance (Attachment No. 5). Failure by the Agency to either approve or disapprove within the tinges established in the Revision No. 4--Schedule of Per- forlaance shall be deemed an approval. Any disapproval sh~11 state in writing the reasons for disapproval. The Developer, upon receipt of a disapproval based upon powers reserved by the Agcacy hereunder, shall revise such por- tions in a manner that is not in conflict with previously approved drawings and related documents. "If the Developer desires to make any substantial change in the construction plans after their approval by the Agency, the Developer shall submit the proposed change to the Agency for its approval. If the construction plans, as modified by the proposed change, conform to the require- ments of Section 304 of the DDA and the Revision No. 3-- Scope of Development (Attachment No. 3), the Agency shall approve the proposed change and notify the Developer in writing within thirty (30) days after submission to the Agency. Such change in the construction plans shall, in any event, be deemed approved by the Agency unless rejected, in whole or in part, by written notice thereof by the Agency to the Developer setting forth in detail the reasons therefor, and such rejection shall be made within the said thirty (30)-day period. "In addition to the Agency approvals of plans, draw- -ings and related documents hereinabove, the City Council shall approve or disapprove the preliminary drawings of the Civic Auditorium improvements within the time specified in the Revision No. 4--Schedule of Performance (Attachment NO. 5)." ~Jec'tion t. Re___qi.¢ntihillties_o_~_~ the_ A~=c_I~ Section 314 of the DDA is hereby revised to read as follows: "The Agency, without expense to the Developer or assessment or claim against the Site, shall perform all work specified in the Revision No. 3--Scope of Development (Attachment No. 3) for the Agency to perform within the times specified in the t{evision No. 4--Sc~edule of Perfor- mance (Attachment No. 5)." Section 9. Termination b_~ Develo}2~ir_ Section 5]0 of the DDA Js revised to read as follows: "In the event that the Agency ]o~.~ not or is for a~y reason to grant the leasehold interest in or possession her ~f in the manner and contrition unable the Site, and by the date provided in this Agreement, and any such failure shat] not. be cured within thirty (30) day~: afte~ the date of ¥:~itten demand by Developer, this agreement may be ter- minated by written notice thereof to the Agency. The Agency, in this event, shall re]ease and/or return the deposit and interest earned thereon, if any, to the Devel- oper. In the event the Developer is unable to obtain a letter of credit and the use of proceeds of the IDB as provided in Section 207, the Developer may terminate this Agreement and receive from the Agency the return of Devel- oper's Deposit and interest earned thereon, if any. In the event the City's ordinances prohibit the standards described in the Revision No. 2--Scope of Development (Attachment No. 3) at the time of the submittal of the Modified Basic Concept Drawings to the Agency, the Developer may terminate this Agreement by written notice. Upon receipt of such written notice, the Agency, within thirty (30) days, shall return the Deposit and interest earned thereon, if any, to Developer. Upon such termination, neither Agency nor the Developer shall have any further rights against or liability to the other under this Agreement, and no further damages or additional sums shall be required of the Agency, City or Developer." Section 10. Termination by Agency Section 511 of the DDA is revised to read as follows: "In the event that prior to commencement of the term of the Lease: "(a) The Developer (or any successor in interest) assigns, or attempts to assign, the Agreement or eny rights therein or a significant change in ownership or identity of the Developer or the parties in control of the Developer occurs in violation of this Agreement or the Developer fails to assign the DDA to a partnership in which AIRCOA is a member; or - (b) ~'he Developer does not submit the plans or drawings as required by the Agreement by the dates respectively provided in the R~vision No. 4--Schedule of }~erformance (Attachment No. or the Agency and/or City Council does not approve said plans as submitted; or 5) ? (c) The Developer is unable to obtain a letter Of credit and the use of pro¢;eed~: from the required by Section 207 of thi.~; Agreement; or_ -7- "(d) r~'he Developer does not satisfy conditions or take neces-~;ary actions and communications in order to ~ccept the grant of the leasehold interest under tender of such interest by the Agency pursuant to the Agreement; and " If any default or failure referred to in subdivi- sions (b), (c) and (d) of this Section shall not be cured within thirty (30) days after the date of written demand by the Agency; or "(f) The Agency does not or is unable for any reason to tender possession of the Site to the Developer and connmence the term of the Lease within the times (including any specifically allowed exten- sions of times) and in the manner required by this Agreement; then this Agreement, and any rights of the Developer, or any assignee or transferee in this Agreement pertaining thereto, or arising therefrom with respect to the Agency, shall, at the option of the Agency, be terminated by the Agency by written notice thereof to the Developer. In the event of such termination of this Agreement pursuant to subsections (a) through (e), inclusive, or pursuant to subsection (f), if Agency's failure to perform shall be due to a default or failure on the part of the Developer to perform under this Agreement, the Deposit and ~nterest earned thereon, if any, shall be retained by the Agency as liquidated damages and as its property without any deduc- tion, offset or recoupment whatsoever. In the event of termination of this Agreement by the Agency pursuant to subsection (f}, where the Agency's failure to p~rform shall t~ ~ue .to f~-~sb~73 other than a de~aul~ or failure on t'~e part of Developer to perform under this Agreement, the Deposit and interest earned thereon, if any, shall be returned to the Developer, and neither the Developer nor the Agency shall have any further rights against or liabil- ity to the other under this Agreement. Except, however, the Deposit and interest carned thereon, if any, shall be returned if Developer has sought in good faith and made bona fide attempts to obtain the letter of credit and the use of proceeds from the ID~ required by Section 207 of this Agreement. ~ "If the Developer should defau}t npon its obligsti0ns, making it necessary for the Agency to terminate this Agree- mont ant] to procure another party or parties to redevelop the Site in substantially the manner and ~.;ithin the period that such Site would be redeveloped uuder the terms of this Agreement, then the damages suffered by the Agency by reason thereof would be uncertain. Such dnmages would -8- involve au(:h w~.riable i:actor.t a.~; the consideration which such pdrty would pay for the .(;itc; the expenses of continu- ing the ownership and control of the .~;ite; of interestin~j and negotiating with such parESes; postponement of tax revenues therefrom to the community; the failure of tax revenues therefrom to the community; and the failure of the Agency to effect its purposes and objectives within a reasonable time, resulting in additional immeasurable damage and loss to the Agency and the conumunity. It is impracticable and extremely difficult to fix the amount of such damages to the Agency, but the parties are of the opinion, upon the basis of all information available to them, that such damages would approximately equal the amount of. the Deposit held by the Agency at the time of the default of the Developer, and the amount of such Deposit shall be paid to the Agency upon any such occurrence as the total of all liquidated damages for any and all such defaults and not as a penalty. In the event that this paragraph should be held to be void for any reason, the Agency shall be entitled to the full extent of damages otherwise provided by law. "Developer recognizes that Developer's prompt develop- ment of the Site in accordance with this A~reement is of critical importance to the Agency's ability: (1) to carry out its other activities within the Redevelopment Project, and (2) to issue additional tax allocation bonds or obtain :other financing from the tax increment which will be generated by this development." Section 11. R_~ght of Lease Termination Section 512 of the DDA is revised to read as follows: "The A~ency shall have the additional right, at its option, to re-enter and take possession of the Site, with all improvements thereon, and to terminate and revest in the Agency all interest in or rights to the estate granted to the Developer, if, after granting a leasehold interest in the Site and prior to the recordation of the Certificate of Completion for deve]opmeut of the Site, the Developer shall: "(a) Fail to submit to the Agency and/or City Council any required plans, drawings or related docu- mentS, or shall fail to perform or is in default with respect to any other cove~ant or obligation required prior to the corp. mencement of construc- tion, in the manner and within the time prescribed in the Revision No. 4--~;chedule of Performance (Attachment No. 5); or f'a]l to commence con.~truction o£ the improvements as required by this Agreement for a period of ninety (90) days after written notice to proceed from the Agency, provided that Developer shall not have obtained an extension or postponement .to which Developer may be entitled; or " Abandon or substantially suspend construction of the improvements for a period of ninety (90) days after written notice of such abandonment or sus- pension from the Agency, provided that Developer shall not have obtained an extension or postpone- ment to which Developer may be entitled; or " Transfer or suffer any involuntary transfer of rights to and interest in the Site, or any part thereof, in violation of this Agreement, and such violation shall not be cured within ninety (90) days after written demand by Agency to Developer. "The right to re-enter, terminate all of Developer's rights and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: "(a) Any mortgage, deed of trust or other financing interest permitted by this Agreement; or "(b) Apy rights or interests provided in this Agree- ment for the protection of the []elders of such mortgages, deeds of trust or other financing interests. "The Lease (Attachment No. 4) shall contain appro- ~Jiatu ref~ren~c a~d pr~vislon to give effect to the Agency's right, as set forth in this Section 512, under specified circumstances prior to recordation of the Cer- tificate of Completion for the Site to re-enter and take possesion of the Site, with all improvements thereon, and to terminate and revest in the Agency any estate granted to the Developer. "Upon revocation of all Developer's rights in the Site, or any part thereof, by the Agency £~s provided in this Section, the Agency shall, pursuant to its respOnsi- bilities under state law, use its best efforts to lease or sell the Site, or part thereof, as soon and in such manner as the Agency shall find feasible and con~_~istent with the objectives of such law and of the Redevelopment Plan to a qualified and responsible party or partic-~; (as determined by the Agency) who will assume the obligation of making or completing the improvement, or such other improvements in their stead, as shall be satisfactory to the AgenCy and in ac¢'~rda~]ce w~th the uses specified for the S~te in the I~ccl£~velo~)ment Plan. Uf~on such ].ease or ~;~le of the Site, the proceec]s thereof shall be applied: "(a) ~'irst, to reimburse the Agency on its own behalf or on behalf of the City for all costs and expenses incurred by the Agency, including, but not. limited to, all costs o~ acquisition, sala- ries to personnel engaged in such action (but excluding Agency's general overhead expense) in connection with the recapture, management, lease or sale of the Site, or part thereof (but less any income derived by the Agency from the Site, or part thereof, in connection with such manage- meat); all taxes, assessments and water and sewer charges with respect to the Site, or part thereof (or, in the event the Site is exempt from taxa- tion or assessment or such charges during the period of ownership, then such taxes, assessments of charges, as determined by the Kern County assessing official, as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements, or any part thereof, on the S~te, or part thereof; any amounts otherwise owing the Agency by the Developer and its suc- cessors or transferees; and "(b) Second, to reimburse the Developer, its successor or transferee up to the amount equal to the cost incurred] by ~Pe ~)~veloper for tb~- de~,~lopment on the Site and for the Developer's improvements existing on the Site at the time of the re-entry a~nd repossession, less any gains or income with- drawn or made by the Developer from the improve- mcnts on the Site. "Any balance remaining after such reimbursements shall be retained by the Agency as its pro~erty. To the extent thc. t the rights e~tablishcd in this ~C~ection involve a for- £eiture, it must be strictly interpreted against the Agency, the party for whose benefit it is creat_:']. The rights est~blished in this Section 5]2 are to b%~ inter- preted in light of the fact that the Agency will convey the leasehold interest in the Site to the Developer for devel- opment and not for speculation in undeveloped land." ~c~c:~ion 12. Operations: and F]a' 'r, -~ ~-p _ lr~ nc n~. _ A[[reement Section 704 of the DI)A il; addeel to re~d as follows: "The Agency and the Developer agree to enter into an Operations and £4aintenance Agreement within the times established by the Revision No. 4--Schedule of Performance (Attachment NO. 5)." Section 13. Schedule of Performance. The Revision No. 3--Schedule o~ Performance, Attach- ment No. 5 of the DDA, is hereby revised in the form attached hereto as "Attachment No. 5, Revision No. 4--Sche- dule of Performance," and by this reference is made a part hereof, and is hereby substituted for the Revision No. 3--Schedule of Performance and made a ~art of the DDA. Section 14. Controlling Effect of this Fourth Implementation Agreement. Except as modified and amended in this Fourth Imple- mentation Agreement, all other provisions of the DDA not inconsistent herewith shall remain in full force and effect. into IN WITNESS WHEREOF, the parties hereto have entered this Agreement as of the date first above written. BAKERSFIELD REDEV~2LOPMENT AGENCY C~irman By Secretary "AGENCY" -12- ATTAGiIMBN~ REVISION NO. 4--SC}IEDULE OF Action .Date. Execution of Fourth I~lemen- tation Agreement bZ the ~gen~. The Agency'and the City Council shall authorize execution of the Agreement and execute and deliver the Agreement to the Developer. Within 30 days after adoption of this Aureement by Agency and Council. Issuance of Bonds by Agency. ~he Agency shall issue Indus- trial Development Bonds ("IDB") for Developer's development of the Site. No later 1983. than December 31, Developer and AIRCOA Ente__r Into General Partnership A_greemen~. The Developer and AIRCOA shall enter into a general partnership with AIRCOA as a ~eneral partner. Prior to execution of this Agreement by the Agency. .As~_m~nt of D[~ to General ?artnershi~p. The DDA shall be assigned to the general partnership established by ~.Z2CCA and the Prior to execution of this Agreement by the Agency. Submittal of Modified Basic Concept Drawings by [)eveloper. Developer shall prepare and submit to the Agency for approval the modified Basic Concept Drawings and related documents for the development of the improvements on the Site. A_~proval ~2;_.__t~e ;_~j~p_cy~ of the Modi£ ied Basic jng~. The Agency shall review and approve or dis- approve the ~4odif~ed Basic Concep~ Drawings, and related documents;. No later No later than August 29, 1984. than August 29, 198~i' Attachment ~,:(). 5 Page 1 o£ 4 10. 11. 12. Developer Submits Evidence o~ Letter o[ Credit. The Devel- oper shall submit evidence of a letter of credit satisfac- tory to the Agency as security for the IDB. _Approval by the Agency of Evidence of Letter of Credit. The Agency shall review and approve or dis- approve the Developer's evidence of letter of credit. Developer Advance for Options to Purchase. The Developer shall advance funds to the Agency necessary for the Agency to acquire options to purchase each parcel of the Site. Agency Purchase Options. The Agency shall co~m~ence enter- ing into options to purchase each parcel of the Site. ~eloper Obtains Letter of Credit and Us~ of Bonds Pro- ceeds. The Developer shall obtain the Letter of Credit (c~ o~ae~ evidence; ~nd dse of the proceeds of the satisfactory to the Agency to demonstrate the Developer's ability to develop the Site in accordance with the DDA. Issua]~ce of Bonds b_y_ Aqen_f.~y~. 1'he Agency shall seek to issue bonds or otherwise obtain necessary funds to acquire the Site, relocate any occupants of the Site, and construct the Civic Audi- torinm improvements. Attachm~nt ~o. Page 2 of 4 Date No later than At]gust 31, 1984. No later than September 12, 1984. Within 10 days after execution of the Fourth Implementation Agreement. Following receipt of funds to be advanced by the Developer. No later than November 14, 1984. Upon approval by the Agency of a letter of credit or other evidence submitted by ' ' the Developer to secure the IDB and the release of the proceeds of the IDB to the Developer for the development of the Site. 5 ~ct ion Submittal of Civic 14. 15. 16. ]7. At]<]it o rium ~mprovements Preliminary I33awinq~s. Developer shall prepare and submit to the Agency and City Preliminary Drawings of the Civic Audi- torium improvements. A_~roval by the A~enc3 and City of the C~vic Auditorium Improvements Preliminar~ Drawinqs. The Agency and City shall review and approve or disapprove the Civic Audi- torium Improvements Prelimi- nary Drawings. Acquisition of Title and Possession to All Properties Comprisinq the Site, Demoli- tion and Site Clearance. The Agency shall acquire posses- sion to the Site, relocate occupants, and demolish, clear and prepare the Site for delivery no the Developer. Execution of Lease for the Site. The Developer and the Agency shall enter into the Lease for the Site. Execration of Operations and Haintenance A~reement. R'he Developer and Agency shall enter into a mutually accept-- able Operations and Mainte- nance Agreement for the improved Civic Auditorium facilities. Date No later than October 17, 1984. Within 30 days after receipt by the Agency and City. Upon receipt of funds by the Agency from the Agency's bond issue or from other sources, but in any event, the Agency shall not be required to begin acquisition sooner than the Developer's receipt of proceeds from the IDB for the development of the Site. The Agency shall commence obtain- ing possession, and within 1 year complete such activi- ties and deliver possession of the Site to the Developer. Within 30 days after the Agency has acquired posses- sion to the Site, relocated aDy occupants and cleared the Site. Prior to execution of Lease for the Site. Attachment No. 5 Page 3 of 4 19. 20. 21. 23. Ac: t J o a Submit Final Work~n~q~LDrawinc s The Developer shall prepare and submit Final Working Drawings and Landscaping and Grading Plans and specifica- tions to the Agency. A_j2proval of Final Workin~ Drawiugs, Lan~scapinq and Grading Plans. The Agency shall approve or disapprove Final Working Drawings and Landscaping and Grading plans submitted by the Developer. Completion of Final Working ~rawinqs of Civic Auditorium Improvements. The Agency shall complete the Final Working Drawings of the Civic Auditorium Improvements. Commencement of Construction. The Developer shall commence construction of the Hotel and related facilities. The Agency shall commence and complete the Agency off-site improvements for the Site. Completion of Construction. The Developer shall complete construction of the improve- ments to the Site. Date WSthin ]20 days after the Agency's aS~proval of the Modified Dasic Concept Drawings. Within 30 days after receipt by the Agency. No later than the time of Agency approval of the Final Working Drawings of the Site. Within 45 days after approval of the Final Working Drawings or when the Agency acquires possession of the Site and conveys leasehold interest to the Developer, whichever is later. On a sc:h£~]ile which coordinat~ with the Devel- oper's construction schedule for development of the Site. Within 18 ~onths after com- mencement of construction. A t tacJlmen t No. t'age 4 of 4