RES-8248 Making Certain Findings in Connection with Owner Participation AgreementRESOLUTION NO. 8248
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF ORANGE MAKING CERTAIN FINDINGS IN
CONNECTION WITH AN OWNER PARTICIPATION
AGREEMENT BY AND BETWEEN THE ORANGE
REDEVELOPMENT AGENCY AND
ROSEBURROUGH TOOL, INC
WHEREAS, the Orange Redevelopment Agency (hereinafter referred to as the
Agency") under the provision of the California Community Redevelopment Law, is engagedinactivitiesnecessaryfortheexecutionoftheRedevelopmentPlanfortheNorthwest
Redevelopment Project (hereinafter referred to as the "Redevelopment Plan" and the "Project",
respectively); and
WHEREAS, Roseburrough Tool, Inc. (the "Participant") has proposed that the
Agency enter into an Owner Participation Agreement submitted herewith (the"OPA") pursuant
to which (i) the Participant shall undertake and complete certain improvements to its business
premises at 630 North Batavia Street (the "Site"), (ii) the Participant shall covenant to use the
Site in conformity with the Redevelopment Plan, (iii) the Participant shall take all appropriateactiontoassurethattheSiteisthepointofsaleforitstaxablesales, and (iv) the Agency shall
provide certain financial assistance, as more particularly set forth in Section 212 of the OPA, a
portion of which will defray the cost of certain public improvements therein referenced
Public Improvements") which public improvements shall be among those provided for the
Redevelopment Plan and which further shall be of benefit to the Project Area; and
WHEREAS, the implementation of the OPA will promote the achievement of the
objectives of the Redevelopment Plan by: encouraging private investment by the ParticipantandownersofpropertyadjacenttoorneartheSite; maintaining and preserving the
employment base of the community in manufacturing and other activities; and furthering the
implementation of the Transportation Systems Improvement Program as applicable to the
Project Area; and
WHEREAS, the Agency has duly considered all terms and conditions of the proposedOPAandbelievesthatthedevelopmentoftheSitepursuanttothesubjectOPAisinthebest
interests of the City and health, safety and welfare of its residents, and in accord with the
public purposes and provisions of applicable State and local law requirements;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE
DOES RESOLVE AS FOLLOWS:
Section 1: The City Council finds and determines thaI: (i) the provision of the
Public Improvements is of benefit to the Project Area of the Project and the neighborhood in
which such improvements are to be situated; and (ii) no other reasonable means of financingthePublicImprovementsareavailabletotheCityofOrange.
Section 2:
the Agency.
The City Council consents to the approval and execution of the OPA by
ADOPTED this 19thdayof October 1993.
ATTEST:
f;1t7ddr J} (}4/P'Y/7/
City dirk {/
I hereby certify that the foregoing Resolution was duly and regularly adopted by the
City Council of the City of Orange at a regular meeting thereof held on the 19th day of
Octob'lrJ993, by the following vote:
A YES: SPURGEON, BARRERA, MAYOR BEYER, COONTZ, MURPHY
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
1Ju4<~j7 #/J/~
ty Cl
OWNER PARTICIPATION AGREEMENT
BY AND BETWEEN
THE ORANGE REDEVELOPMENT AGENCY
AND
ROSEBURROUGH TOOL, INC.
Northwest Redevelopment Project
PUBL,4586_11941B2359.45
TABLE OF CONTENTS
Page
I. [UOO] SUBJECf OF THE AGREEMENT ......................... I
A. [~101] Purpose of this Agreement ........................... 1
B. [~102] The Redevelopment Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .. I
C. [~103] The Project Area ................................. 1
D. [~I04] The Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. I
E. [~105] Parties to this Agreement ............................ 2
1. [~106] Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
2. [~107] Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
II. [1200] DEVELOPMENT OF THE SITE . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
A. [~201] Development of the Site by the Participant. . . . . . . . . . . . . . . . .. 2
l. [~202] Scope of Development ......................... 2
2. [~203] Design Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3
3. [~204] Cost of Construction .......................... 3
4. [~205] Construction Schedule. . . . . . . . . . . . . . . . . . . . . . . . .. 3
5. [~206] Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3
6. [~207] Bodily Injury and Property Damage Insurance;
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3
7. [~208] City and Other Governmental Agency Permits. . . . . . . . . .. 4
8. [~209] Rights of Access During Construction . . . . . . . . . . . . . . .. 4
9. [~21O] Prohibition Against Transfer and Assignment of Agreement .. 4
B. [~21l] Certificate of Completion ............................ 5
C. [~212] Agency Assistance ................................ 5
III. [UOO] USE OF THE SITE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
A. [~301] Use of the Site. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
B. [~302] Maintenance of the Site ............................. 6
C. [~303] Obligation to Refrain from Discrimination . . . . . . . . . . . . . . . . .. 6
D. [~304] Form of Nondiscrimination and Nonsegregation Clause. . . . . . . . .. 6
E. [~305] Agreement to be Recorded Affecting Real Property ............ 7
IV. [~400] REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
A. [~401] Rights of Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
B. [~402] Effect and Duration of Covenants ....................... 8
C. [~3] Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
D. [~404] Legal Actions ................................... 8
E. [~5] Applicable Law .................................. 9
F. [~] Termination by the Agency ........................... 9
V. [1500] GENERAL PROVISIONS .............................. 10
A. [~501] Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
B. [~502] Nonliability of Agency Officials atld Employees ............. 10
C. [~503] Enforced Delay: Extensions of Times of Performance ......... 10
D. [~504] Sales Tax ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
PUBL'4586_'I94IB2359.45
VI. [1600] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. . . . . . .. 11
VII. [1700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ...... 11
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
PUBL'4586_11941B2359.45
ATTACHMENTS
Map of the Site
Legal Description of the Site
Schedule of Performatlce
Scope of Development
Certificate of Completion of Construction atld Development
Agreement To Be Recorded Affecting Real Property
ii
OWNER PARTICIPATION AGREEMENT
TIllS AGREEMENT is entered into as of the _ day of , 1993, by atld
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate atld politic
hereinafter referred to as the "Agency") atld ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the "Participatlt"). The Agency atld the Participatlt agree
as follows:
I. [UOO] SUBJECf OF THE AGREEMENT
A. [UOl] Purpose of this Agreement
The purpose of this Agreement is to effectuate the Redevelopment Platl (the
Redevelopment Platl") for the Northwest Redevelopment Project (the "Project") by providing for
the development of certain real property (the "Site") included within the boundaries of the Project
the "Project Area"). The development of the Site pursUatlt to this Agreement atld the fulfillment
generally of this Agreement are in the vital atld best interests of the City of Oratlge (the "City")
atld the health, safety, morals atld welfare of its residents atld in accordatlce with the public
purposes atld provisions of applicable federal, state atld local laws atld requirements.
Implementation of this Agreement will further the goals atld objectives of the Redevelopment
Platl.
B. [U02] The Redevelopment Plan
This Agreement is subject to the provisions of the Redevelopment Platl which was
approved atld adopted by the City Council of the City of Oratlge on June 28, 1988, by Ordinance
No. 22-88. Said Redevelopment Platl is incorporated herein by reference atld made a part
hereof as though fully set forth
herein.C. [U03] The Project
Area The Project Area is located in the City of Oratlge, California, atld the
exact boundaries thereof are specifically described in the Redevelopment
Platl.D. [U04] The
Site The Site is that portion of the Project Area shown on the "Map of the
Site, "attached to this Agreement as Attachment No.1 atld incorporated herein by reference, atld
as more particularly described in the "Legal Description of the Site," attached hereto as
Attachment No. 2 atld incorporated herein by reference. The Site is composed of real property fee title
to which is held by the Participatlt or as to which the Participatlt has entered into escrow to
acquire which the Participatlt expects to be completed prior to the time established pursUatlt to
this Agreement for commencement of construction of the Improvements, as more
particularly provided in this Agreement. In the event the Participatlt is unable to acquire the Site by the
time established therefor in the "Schedule of Performance," attached hereto as Attachment No.3
and puBL'4586_11941B2359.45
incorporated herein by reference, this Agreement may, at the option of the Agency, be terminated
by the Agency as set forth in Section 406 of this Agreement.
E. [UOS] Parties to this Agreement
1. [U06] Agency
The Agency is a public body, corporate and politic, exercising
governmental functions atld powers, atld orgatlized atld existing under the Community
Redevelopment Law of the State of California (Health atld Safety Code Section 33000' et ~.).
The principal office of the Agency is located at 230 East Chapmatl
Avenue, Orange, California 92666.
Agency," as used in this Agreement, includes the Oratlge Redevelopment
Agency atld atly assignee of or successor to its rights, powers atld responsibilities. Except to the
extent prohibited by applicable law or unless the context requires otherwise, such as concerning
the review of plans by the City which is to be accomplished in accordatlce with the normal
planning review process of the City, the Executive Director of the Agency may act on behalf of
the Agency with respect to this Agreement.
2. [U07] Participant
The Participant is Roseburrough Tool, Inc., a California corporation.
California 92666.
The principal office of the Participatlt is 211 South Main Street, Oratlge,
Whenever the term "Participatlt" is used herein, such term shall include
atly permitted nominee, assignee or successor in interest as herein provided.
II. [1200] DEVELOPMENT OF THE SITE
A. [UOI] Development of the Site by the Participant
I. [1202] Scope of Development
Within the times established therefor in the Schedule of Performance
Attachment No.3), the Participatlt agrees to develop the Site in accordatlce with the "Scope of
Development," attached hereto as Attachment No. 4 and incorporated herein by reference, atld
the architectural, latldscape, site atld construction plans approved by the City. The Agency
designates the City as the entity which is to review atld if appropriate approve plans and drawings
for the purposes of this Agreement on behalf of the Agency. Approval of plans and drawings by
the City shall be deemed sufficient for purposes of Sections 202 atld 203 of this OPA.
PUBL'4586_11941B2359.45 2
2. [1203] Design Review
Architectural atld construction platls, drawings atld related documents for
development of the Site shall be prepared by the Participant and submitted to the City for review
atld written approval or disapproval within the time provided in the Schedule of Performance
Attachment No.3). No construction shall take place except in accordatlce with said platls as
approved by the City.
3. [1204] Cost of Construction
The cost of developing the Site atld constructing all improvements thereon
shall be borne by the Participatlt, except for the work expressly set forth in this Agreement to be
performed or paid for by the Agency or others.
4. [i20S] Construction Schedule
The Participatlt shall begin atld complete all development atld construction
on the Site within the times specified in the Schedule of Performance (Attachment No.3) or such
reasonable extension of said dates as may be granted by the Agency. The Schedule of
Performatlce is subject to revision from time-to-time as mutually agreed upon in
writing between the Participatlt atld
the Agency.5. [1206]
Applicable Laws The Participatlt shall carry out the construction of the improvements
on the Site in conformity with all
applicable laws.6. [1207] Bodily Injury and Property Damage
Insurance; Indemnification The Participatlt agrees to and shall defend, indemnify atld
hold harmless the Agency, the City, atld their respective officers, agents, atld employees from atld
against atly atld all claims, damages, losses, or deffiatlds in connection with or related to this
Agreement, the subject matter of this Agreement, or the Site; the foregoing shall be deemed to
include, without limitation, atly claims, damages, losses, or deffiatlds pertaining to the presence
of hazardous materials at
the Site.Prior to the commencement of construction (or atly work
related thereto)upon the Site, the Participatlt shall furnish, or cause to be furnished, to the
Agency duplicate originals or appropriate certificates of bodily injury atld property damage insurance policies
in the amount of at least $500,000 for atly person, $1,000,000 for atly occurrence atld $
300,000 property damage, naming the Agency atld the City as co-insureds. The policy
limits of such policies may be in lesser amounts if the Participatlt shall provide the
Agency with duplicate originals or appropriate certificates of a binder (approved by the Agency)
which indemnifies atld holds the Agency atld the City harmless from and against all liability , loss,
damage, costs or expenses (including reasonable attorneys' fees atld court costs) arising from or as a
result of the death of atly person or atly accident, injury, loss or damage whatsoever caused to
atly person, or to the property of atly person, which shall occur on or adjacent to the Site and
which shall be directly or indirectly caused by atly acts done thereon by, or atly errors or
omissions of, the PUBL'4586_
Participatlt atld its agents, servatlts, employees atld contractors, atld which provides for the
defense of the Agency atld the city against all claims or causes of actions arising therefrom.
The Participatlt shall also furnish to the Agency evidence satisfactory to
the Agency that atly contractor with whom it has contracted for the performance of work on the
Site carries workers' compensation insurance as required by law. Such insuratlce policies shall
be maintalned atld kept in force, atld such obligation to indemnify shall continue, during all
periods of construction upon the Site atld until the Agency has issued a Certificate of Completion
for the Site.
7. [1208] City and Other Governmental Agency Permits
Prior to the commencement of construction (or atly work related thereto)
upon the Site, the Participatlt shall secure, or cause to be secured, any atld all permits which mayberequiredbytheCityoratlyothergovernmentalagencyaffectedbysuchconstruction.
8. [1209] Rights of Access During Construction
Representatives of the Agency and the City shall have the reasonable right
of access to the Site, without charges or fees, at normal construction hours during the period of
construction, for the purposes of this Agreement, including, but not limited to, the inspection of
the work being performed in constructing the improvements. The foregoing shall be in addition
to atld shall not limit access otherwise available to representatives of the City pursUatlt to
applicable laws.
9. [1210] Prohibition Against Transfer and Assignment of Agreement
Prior to the issuatlce of a Certificate of Completion with respect to the
construction of the Improvements, the Participatlt shall not, except as permitted by this
Agreement, assign or attempt to assign this Agreement or atly rights herein, nor make atly total
or partial sale, transfer, conveyatlce, assignment or lease of the whole or atly part of the Site or
the Improvements, without the prior written approval of the Agency (which approval shall not be
unreasonably withheld so long as Jack Roseburrough or Sharon McBride retains a controlling
interest in the assignee, atld the assignor remains obligated to the Agency pursUatlt to the terms of
this Agreement). This prohibition shall not apply subsequent to the issuatlce of the Certificate of
Completion. This prohibition shall not be deemed to prevent the granting of easements or
permits to facilitate the development of the Site or to prohibit or restrict the leasing or rental of
all or atly portion of the improvements on the Site for the uses specified herein atld in the
Redevelopment Plat1.
Any proposed buyer, transferee, conveyee, assignee or lessee shall have
the qualifications atld financial responsibility necessary atld adequate, as may be reasonably
determined by the Agency, to fulfill the obligations undertaken in this Agreement by the
Participatlt. Any such proposed buyer, transferee, conveyee, assignee or lessee, by instrument in
writing satisfactory to the Agency and in form recordable among the land records, for itself atld
its successors atld assigns, and for the benefit of the Agency, shall expressly assume all of the
obligations of the Participatlt under this Agreement atld agree to be subject to all conditions atld
restrictions to which the Participant is subject. There shall be submitted to the Agency for
PUBL,4586 _1194182359.45 4
review all instructions atld other legal documents proposed to effect atly such sale, transfer,
conveyatlce, assignment or lease, atld, if approved by the Agency, such approval shall be
indicated to the Participatlt in writing.
In the absence of specifIc written agreement by the Agency, no such sale,
transfer, conveyatlce, assignment or lease, or the approval thereof by the Agency, shall be
deemed to relieve the Participant or atly other party from atly obligations under this Agreement.
Notwithstanding the foregoing portion of this Section 210, mortgages,
deeds of trust, sales atld leases-back, or atly other form of conveyatlce required for
atly reasonable method of fiDat1cing are permitted before issUatlce of a Certificate of
Completion.B. [1211] Certificate of
Completion Following the completion of all of the Improvements and the written request of
the Participatlt, the Agency shall furnish the Participatlt with a Certificate of Completion (in the
form attached hereto as Attachment No.5) which evidences atld determines the satisfactory
completion of such work. The Certificate of Completion shall not be withheld or delayed by the
Agency unless the Participatlt shall have failed to satisfactorily complete the construction required by
this Agreement in substantial compliatlce with the terms atld provisions hereof atld the
approved architectural, latldscape, site atld construction plans for the development of the Site.
Upon issUatlce of such Certificate of Completion, the respective rights atld obligations of the
parties with reference to the Site shall be limited to those set forth in the Agreement to be
Recorded Affecting Real Property as described in Section 305 of this
Agreement.Such Certificate of Completion shall not be deemed or construed to
constitute evidence of compliatlce with or satisfaction of atly obligation of the Participatlt to atly holder of
a mortgage or atly insurer of a mortgage securing money loatled to fiDat1ce the construction of
the improvements on the Site. Such Certificate of Completion is not a notice of completion
as referred to in Section 3093 of the California Civil
Code.C. [U12] Agency
Assistance Prior to or following completion of the Improvements, the Participatlt
shall provide substantiation to the Executive Director of the Agency or his designee demonstrating
the amounts expended by the Participant to third parties in connection with the "Countable
Items",which are set forth in Exhibit A to the Scope of Development (Attachment No.4).
The Executive Director or his designee will reasonably evaluate the materials submitted by
the Participatlt in connection with this Section 212. The Participatlt shall cooperate with
the Executive Director atld his assignee atld will submit additional materials or substantiation
upon receipt of request therefor by the Executive Director or his designee. Within a reasonable
time after (i) verifying the amounts expended by the Participatlt to third parties in connection with
the Countable Items atld (ii) conflI'llling that the Participatlt has caused to be recorded the
Agreement To Be Recorded Affecting Real Property (Attachment No.6), the Agency shall pay to
the Participant or, with respect to the Maximum TSIP Amount the Agency will pay to the City,
the Agency Assistance", which is that amount equal to the sum of (i) the lesser of (aa) the sum
of Sixteen Thousatld Dollars ($16,000) or (bb) the amount of Transportation Systems
Improvement Program ("TSIP") Fees in the event such TSIP Fees are imposed by the City based upon
those PUBL'4S86_1194182359.45
Improvements on the Site for which construction is commenced by not later thatl November 15,
1993 (the "Maximum TSIP Amount"), atld (ii) the lesser of (aa) the amounts expended by the
Participatlt to third parties in connection with the Countable Items as verified by the Executive
Director or his designee or (bb) One Hundred Nine Thousand Dollars ($109,000) (the
Maximum Construction Amount").
Except as expressly set forth in this Section 212, the Agency shall not be
responsible for the performatlce of, or payment for, atly work in connection with development of
the Site as contemplated herein.
III. [1300] USE OF THE SITE
A. [1301] Use of the Site
The Participatlt agrees atld coveDatlts to devote the Site to the uses specified in the
Redevelopment Plat1 and to comply with all other provisions atld conditions of the Redevelopment
Plan for the period of time the Platl is in force atld effect.
B. [1302] Maintenance of the Site
The Participant agrees to keep atld maintaln the Site in a clCat1 atld orderly
condition atld to maintain in good condition atld repair all improvements on the Site for the
period of time the Redevelopment Platl is in force atld effect.
Notwithstanding Sections 301, 303 atld 305 of this Agreement atld the foregoing
portion of this Section 302, the Participatlt shall be responsible for all aspects of ffiatlagement atld
control of the Site atld the use thereof, atld the Agency shall have no jurisdiction or authority
over the day-to-day operations of
the Participatlt.C. [1303] Obligation to Refrain
from Discrimination The Participatlt coveDatlts atld agrees for itself, its successors, its
assigns atld every successor in interest to the Site or atly part thereof, 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, atlcestry or national origin in the sale, lease, sublease,
transfer, use,OCCUPatlcy, tenure or enjoyment of the Site, nor shall the Participatlt itself or atly
person claiming under or through it establish or permit atly such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or OCCUpatlcy
of tenat1ts,lessees, subteDatlts, sublessees or vendees of the Site. The foregoing coveDatlts shall run
with the latld and shall remain in effect
in perpetuity.D. [1304] Form of Nondiscrimination and
Nonsegregation Clause The Participatlt shall refrain from restricting the ret1tal, sale or lease of the
Site on the basis of race, color, creed, religion, sex, marital status, atlcestry or national origin
of atly person. All such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or
nonsegregation clauses:PUBL,4586 _1194182359.
1. In deeds: "The grantee herein covellat1ts by atld for himself, his heirs,
executors, administrators atld assigns, atld all persons claiming under or
through them, that there shall be no discrimination against or segregation
of any person or group of persons on account of race, color, creed,
religion, sex, marital status, atlcestry or national origin in the sale, lease,
sublease, transfer, use, OCCUpatlcy, tenure or enjoyment of the latld herein
conveyed, nor shall the grantee himself, or atly person claiming under or
through him, establish or permit atly such practice or practices of
discrimination or segregation with reference to the selection, location,
number, use or OCCUpatlcy or tellat1ts, lessees, subtellat1ts, sub lessees or
vendees in the latld herein conveyed. The foregoing covenatlts shall run
with the latld."
2. In leases: "The lessee herein covellat1ts by atld for himself, his heirs,
executors, administrators atld assigns, atld all persons claiming under or
through him, atld this lease is made atld accepted upon and subject to the
following conditions:
That there shall be no discrimination against or segregation of atly person
or group of persons, on account of race, color, creed, religion, sex,
marital status, ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the land herein leased
nor shall the lessee himself, or atly person claiming under or through him,
establish or permit atly such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
OCCUpatlcy or tenatlts, lessees, sub lessees, subtellat1ts or vendees in the
latld herein leased. '"
3. In contracts: "There shall be no discrimination against or segregation of
atly person or group of persons on account of race, color, creed, religion,
sex, marital status, atlcestry or national origin in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the latld, nor shall the
transferee himself, or atly person claiming under or through him, establish
or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or OCCUpatlcy of
tellat1ts, lessees, subtenatlts, sublessees or vendees of the latld."
E. [i30S] Agreement to be Recorded Affecting Real Property
Concurrent with this Agreement, the Participant and the Agency have executed atl
Agreement to be Recorded Affecting Real Property," in the form attached hereto as Attachment
No. 6 atld incorporated herein by reference, which provides for certain covellat1ts atld agreements
on the part of the Participatlt consistent with the terms atld purpose of this Agreement. The
Participatlt shall execute atld cause to be recorded by the County Recorder of Orange among the
official latld records of the County of Oratlge the Agreement to be Recorded Affecting Real
Property atld shall provide proof thereof to the Executive Director of the Agency prior to
requesting payment of atly portion of the Agency Assistance.
PUBLA586 _11941 82359.45 7
IV. [1400] REMEDIES
A. [1401] Rights of Access
For the purposes of assuring compliatlce with this Agreement, representatives of
the Agency atld the City shall have the reasonable right of access to the Site without charges or
fees for the purpose of inspection of the Site. Such representatives of the Agency or the City
shall be those who are so identified in writing by the Director of the Agency. This Section 40 I
shall be in addition to atld shall not operate as a limitation upon those rights the City has to
inspect the Site pursuatlt to applicable laws. .
B. [1402] Effect and Duration of Covenants
The coveDatlts contalned in Sections 301 atld 302 of this Agreement shall remain
in effect until June 28, 2028 (the termination date of the Redevelopment Platl). The covenatlts
against discrimination contalned in Sections 303 atld 304 of this Agreement shall remain in effect
in perpetuity. The coveDatlts established in this Agreement shall, without regard to technical
classification atld designation, be binding on the part of the Participatlt atld atly successors atld
assigns to the Site or atly part thereof, and the teDatlts, lessees, sub lessees and OCCUpatlts of the
Site, for the benefit of atld in favor of the Agency, its successors atld assigns, the City atld atly
successor in interest thereto.
C. [1403] Defaults
Subject to the extensions of time set forth in Section 503, failure or delay by
either party to perform atly term or provision of this Agreement constitutes a default under this
Agreement. The nondefaulting party shall notify the defaulting party that a default exists atld that
the defaulting party must cure same within thirty (30) days of receipt of the notice of default.
The party who so fails or delays must immediately commence to cure, correct or remedy such
failure or delay, atld shall complete such cure, correction or remedy with reasonable diligence
atld during atly period of curing shall not be in default.
D. [1404] Legal Actions
In addition to atly other rights or remedies, either party may institute legal action
to cure, correct or remedy atly default, to recover damages for atly default or to obtain atly other
remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in
the Superior Court of the County of Oratlge, State of California, in atly other appropriate court in
that county, or in the Federal District Court in the Central District of California.
The nondefaulting party may also, at its option, cure the breach and sue in atly
court of proper jurisdiction to collect the reasonable costs incurred by virtue of curing or
correcting the defaulting party's breach. Further, the nondefaulting party may file legal action to
require the defaulting party to specifically perform the terms atld conditions of this Agreement.
PUBL'4586_1194182359.45 8
E. [140S] Applicable Law
The laws of the State of California shall govern the interpretation atld enforcement
of this Agreement.
F. [1406] Termination by the Agency
In the event that prior to the issuatlce of a Certificate of Completion pursuatlt to
Section 213 hereof:
1. The Participatlt transfers or assigns or attempts to transfer or assign this
Agreement or atly rights herein in violation of this Agreement; or
2. The Participatlt fails to submit to the City within the times established
therefor in the Schedule of Performance (Attachment No.3) plans for the
development of the Site; or
3. The Participatlt fails to acquire title to the Site on or prior to the date
established therefor in the Schedule of Performance (Attachment No.3);
or
4. The Participatlt fails to commence or complete construction of the
Improvements to be constructed on the Site by the respective times
established therefor in the Schedule of Performance (Attachment No.3);
or
5. The Participatlt fails to submit to the Agency certificates of, atld maintain
in force. insuratlce policies in accordance with the provisions of Section
207 hereof; or
6. The Participatlt is in breach or default with respect to atly other obligation
of the Participatlt under this Agreement; atld
7. If atly default or failure referred to in subsections 2, 3, 4, 5 atld 6 of this
Section shall not be cured within thirty (30) days after the date of written
dematld by the Agency;
then this Agreement, atld atly rights of the Participant or atly assignee or transferee in this
Agreement pertaining thereto or arising therefrom with respect to the Agency, may, at the option
of the Agency, be terminated by the Agency. Upon such termination, neither party shall have
atly further rights against or liability to the other under this Agreement or with respect to the
subject matter of this Agreement.
PUBL'4586_1194182359.45 9
V. [1500] GENERAL PROVISIONS
A. [1501] ConDicts of Interest
No member, official or employee of the Agency shall have atly personal finatlcial
interest, direct or indirect, in this Agreement nor shall atly such member, official or employee
participate in atly decision relating to this Agreement which affects his personal ftnancial interests
or the financial interests of atly corporation, partnership or association in which he is directly or
indirectly financially interested.
The Participatlt warratlts that it has not paid or given, atld will not payor give,
atly third party atly money or other consideration for obtaining this Agreement.
B. [1502] Nonliability of Agency Officials and Employees
No member. official or employee of the Agency shall be personally liable to the
Participatlt in the event of atly default or breach by the Agency or for atly amount which may
become due to the Participatlt or on atly obligations under the terms of this Agreement.
C. [1503] Enforced Delay: Extensions of Times of Performance
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; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts
of the public enemy; epidemics; quaratltine restrictions; freight embargoes; lack of
transportation;governmental restrictions or priority; litigation; unusually severe weather; inability to
secure necessary labor, materials or tools; delays of atly contractor, subcontractor or supplier; acts
of the other party; acts or the failure to act of the City or atly other public or governmental
agency or entity (except that acts or the failure to act of the Agency shall not excuse performance by
the Agency) or atly other causes beyond the control or without the fault of the party claiming
atl extension of time to perform. An extension of time for atly such cause shall be for the period
of the enforced delay atld 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 thirty (30) days
of the commencement of the cause. Times of performance under this Agreement may also
be extended in writing by the Agency atld the
Participatlt.Notwithstanding the foregoing, no extension of time for performance shall
be allowable pursUatlt to this Section 503 with respect to (i) failure or delay in the
Participatlt obtaining title to the Site or (ii) difficulty or inability to obtaln financing for the purchase of
the Site or the development of the
Improvements.D. [1504] Sales
Tax The Participatlt agrees that all products or services matlufactured at and
distributed to customers from the facilities constructed by the Participatlt on the Site and subject to
California sales tax, shall be sold on the Site. The Participatlt will take atly legally necessary steps
to chatlge its accounting, bookkeeping atld reporting procedures so as to establish the Site as
the situs of all taxable retail sales ffiatlufactured atld/or distributed from the Site.
Notwithstanding PUBL'4586_1194182359.45
atly other provisions hereof, the provisions of this Section shall survive the issUatlce of the
Certificate of Completion for the Site.
VI. [f600] ENTIRE AGREEMENT. WAIVERS.AND AMENDMENTS
This Agreement is executed in three (3) duplicate originals each of which is deemed to be
atl original. This Agreement comprises pages 1 through 12, inclusive, atld Attachment Nos. I
through 6, which constitute the entire understanding and agreement of the parties.
This Agreement integrates all of the terms and conditions mentioned herein or incidental
hereto, atld supersedes all negotiations or previous agreements between the parties with respect to
all or atly part of the subject matter hereof.
All waivers of the provisions of this Agreement must be in writing atld signed by the
appropriate authorities of the Agency atld the Participatlt, atld all amendments hereto must be in
writing atld signed by the appropriate authorities of the Agency atld the Participatlt.
VII. [1700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Participatlt atld delivered to the Agency, must be
authorized, executed atld delivered by the Agency within forty-five (45) days after the date
of signature by the Participatlt or this Agreement shall be void, except to the extent that
the Participatlt may consent in writing to further extensions of time for the authorization,
execution atld delivery of this Agreement. The effective date of this Agreement shall be the date when
this Agreement has been signed by the
Agency.ORANGE REDEVELOPMENT AGENCY,
a public body, corporate atld
politic Dated:1993.
By:
Chairman
AGENCY"
ATTEST:Agency
Clerk Signatures continued on next
page]PUBL,4586 _1194182359.45
Dated:
Dated:
j
a,;. ..? s-
P118L:4S86 _'1941 B23SQ.45
Signatures continued from previous page]
1993.
1993.
ROSEBURROUGH TOOL, INC., a California
corporation
yG,~! 1~~
1-~
By: /;L/~, ~bh'uAJ
Its: t7/U?: v0/' /.
12
PARTICIPANT"
ATTACHMENT NO.2
LEGAL DESCRIPTION OF THE SITE
BIlGIKHING AT A POINT IN THE EAST LINE OF Ta! MARY C. THOMAS TRACT, AS SHOWN ON A
HAP R%CORDED IN BOO~ 5, PAGE 168 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA, SAID POINT BEING DISTANT NORTB O' 06' 40" WEST 342.79 FEET FROM THE
NORTBW!ST CORNEl OF TRACT NO. 1450, IN THE CITY OF ORANGE, COUNTY OF ORANGE,
STATE OF CALIPORNIA, AS SHOWN ON A HAP RECORDED IN BOO~ U, PAGI 17 OP
MISCBLLANEOUS HAPS, RECORDS OP ORANGE COUNTY, CALIPORNIA; TBENCE NORTB O' 06' 40'
WEST 779.18 PEET TO A POINT IN THE SOUTHERLY LIKI OP THI RIGHT OP WAY OP THE
SOUTHD1f CALIFORNIA RAILWAY, NOW THI ATCHISON, TOPUA AIm SANTA PE RAILWAY
COMPANY; THENCE SOUTH 70. 44' 00" !AST ALORG SAID SOUTHERLY RIGHT OP WAY LIKI
532.03 PElT TO A POINT IN THI CENTllLIKI OP BATAVIA STREIT 66.00 PIET VIDE;
THENCE SOUTH O. 06' 30" VEST ALONG SAID CIIITERLIKI 600,13 PElT TO A POINT ntSTANT
NORTH O. 06' 30" !AST 347.45 1'1'1T nOM TO NOUBW!ST COR.IIIR OP RICHLAND PAllM LOT
NO. 27 AS SHOVII ON A HAP RECORDED IN BOO~ 5, PAGI 123 OP MISCELLANIOUS RECORDS
OF LOS ANGELES COUNTY, CALIFOIUfIA; THENCI SOUTH 89. 35' 55' VEST 499.60 PEET TO
THE POINT OF BIlGIKHING.
EXCEPTING TH!IlEFItOK THE SOUTH 407.54 FElT, SAID SOUTH 407.54 PDT BEING KEAStlUD
ALONG BATAVIA STREIT.
ALSO EXCEPTING TH!IlEFItOK THI WEST 7.00 PEET OF T8I !AST 40 FElT AS DESCaIBED IN
A DEED TO THE CITY OF ORANGI, aECORDED MARCB 1, 1965, IN Bomt 7429, PAGI 411,
OPFICIAL RECORDS.
PUBV4516_11941B2J5945 ATTACHMENT NO.2
ATTACHMENT NO.3
SCHEDULE OF PERFORMANCE
Action
I. Execution of Agreement by Agency.
The Agency shall authorize execution of
this Agreement atld execute atld deliver
this Agreement to Participatlt.
2. Submission of Final Plans,
Drawings and Related Documents.
The Participant shall submit to the City
for its approval detailed plans, drawings
atld related documents for the work
to be performed on the Site.
3. City Approval. The City will review and
approve or disapprove the plans, drawings
atld related documents submitted under
Item 4, above.
4. Acquisition of Site by Participant.
The Participatlt shall acquire title to the
Site.
5. Commencement of the Improvements.
The Participatlt shall commence construction
of Improvements.
6. Completion of the Improvements.
The Participatlt shall complete construction
of the Improvements.
Date
Within forty-five (45) days after
the Participatlt signs this Agreement
atld delivers it to the
Agency.to the
Agency.Not later thatl September 28,
1993.In accordatlce with normal
City
processing.Not later than September 28,
1993.Within 30 days after approval of
final plans, drawings atld related
documents therefor atld issUatlce of permits but in
no event shall construction commence
later than November 15,
1993.Within eighteen (18) months after
the earlier of (i) the commencement
of construction, or (ii) the time
established in this Schedule of Performance for
the commencement of
construction.PUBL,4586 _1194182359.
45 ATTACHMENT NO.
3 Page 1 of
ATTACHMENT NO.4
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
The Site contains approximately 3 . 4 acres atld is situated at 630 North Batavia Street,
Oratlge, California.
II. DEVELOPMENT
The Participatlt will undertake the extensive interior atld exterior rehabilitation of the
building which currently exists on the Site. The rehabilitation shall include, without limitation,
replacement of the roof, installation of signs, atld exterior renovation, asphalt resurfacing, atld
latldscaping. All improvements contemplated pursUatlt to this Agreement shall be accomplished
in one phase.
The Participatlt shall develop those improvements to be situated on-site pursUatlt to
this Attachment No.4 (the "On-site Improvements") and those off-site improvements
required to be constructed as conditions of approval imposed by the City in its entitlement
or approval process the "Off-Site Improvements"); the On-Site
Improvements atld the Off-
Site Improvements collectively constitute the "Improvements".The Participatlt shall commence atld complete
the Improvements by the respective times established therefor in the
Schedule of Performance (
Attachment No.3).III. DEVELOPMENT STANDARDS The Improvements shall conform to local
zoning, applicable provisions of the Municipal
Code atld the following development standards:A. Building Setbacks. Minimum building
setbacks for buildings atld parking
areas shall conform to City approval.B. Building Coverage. The amount of land
within the Site covered by buildings
shall satisfy requirements of the City.C. Building Height. Buildings shall not exceed
the height permitted by the City.D. Vehicular Access. The placement
of vehicular driveways shall be coordinated with the needs of proper street traffic flow. In the
interest of minimizing traffic congestion, the City will control the number atld location of curb breaks for
access to the Site, for off-street parking and truck loading. All access driveways
shall require written approval of
the City.PUBL'
4586_' 1941 82359.45
E. Loading. Adequate loading and 'unloading space ~ba1l be provided as approved by
the City. Loading spaces visible from 'Streets shall be Jatldscaped or $Teened to prevent atl
unsightly or barren appearatlce. Said requirements shall a1soCOll.fw1Il It> Municipal Code.
F. Signs. Signs shall be limited ID siz.e, sulxiued <md ~wise designed to
contribute positively to the environment. All signs shall conform to the approved final signage
platl, as approved by the City. Any additional signs idet!tifying bniMling use will be permitted,
but their height, size, location, color, lighting :and design will be suQiect to City approval.
G. Screening. All outdoor storage of materials or equipment shall be enclosed or
screened to the extent atld in the manner required by the City.
H. Landscaping. the Participatlt shall provide atld maintain latldscaping within the
setback area along all street frontages atld conforming with the final design drawings as hereafter
approved by the City.
Landscaping shall consist of trees, shrubs atld installation of atl automatic irrigation
system adequate to maintain such platlt material. The type atld size of trees to be platlted,
together with a latldscaping platl, shall be subject to City approval prior to platlting.
I. Utilities. All utilities on the Site shall be underground or enclosed at Participatlt's
expense.
J. Painting. All exterior walls shall be painted by the Participatlt with color(s)
subject to City approval.
K. Building Design. Buildings shall be constructed such that the Improvements shall
be of high architectural quality, atld shall be effectively atld aesthetically designed.
L. Parking. The Participatlt shall provide atld maintain sufficient on-site parking
for employees atld customers as approved by the
City.M. Public Improvements and Utilities. The Participatlt, at its own cost atld
expense shall provide or cause to be provided all those public improvements as may be required
pursuant to the City planning approval process. Such public improvements shall be commenced
atld completed by the respective times set forth for the commencement and completion of
the Improvements in the Schedule of Performatlce (Attachment No.
3).IV. DEMOLmON AND
SOILS The Participant shall be responsible for atly demolition of facilities at the Site
necessary for the development of the Improvements. The Participatlt additionally assumes all
responsibility for surface atld subsurface conditions at the Site, atld the suitability of the Site for
the Improvements atld the operations of the Participatlt. After it acquires title to the Site, if
the surface atld subsurface conditions are not entirely suitable for use by the Participatlt,
the Participant shall at its cost take all actions necessary to render the Site entirely suitable for
such PUBL'4586_1194182359.
45 ATTACHMENT NO.
4 Page 2 of
development atld use. The Participatlt has undertaken all investigation of the Site it has deemed
necessary atld has not received or relied upon atly representations of the Agency, the City, or
their respective officers, agents atld employees.
PUBL,4586 _1194182359.45
ATTACHMENT NO.4
Page 3 of 3)
ExmBIT A
TO
SCOPE OF DEVELOPMENT
Attachment No.4)
COUNT ABLE ITEMS
EXTERIOR PHYSICAL IMPROVEMENTS
Painting of exterior
Latldscaping
Gate atld additional fencing in the gate area
Exterior electrical, including floodlights atld safety lights
Replacement of front glass doors atld four bronze windows
Fill in atld repaving of the depressed truck dock at front entratlce
Removal of front entrance, boiler, compressor, fence, posts atld fire hydratlt in parking lot
Repair atld surfacing of asphalt
New wall signs
PUBL,4586 _1194182359.45
ExmBIT ATO
ATTACHMENT NO.4
ATTACHMENT NO.5
RECORDED AT THE REQUEST OF: )
WHEN RECORDED, RETURN TO: )
NORTHWEST REDEVELOPMENT PROJECf
ORANGE, CALIFORNIA
CERTIFICATE OF COMPLETION OF CONSTRUCTION AND DEVELOPMENT
WHEREAS, by atl Owner Participation Agreement dated , 1993, by atld
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate and politic
hereinafter referred to as the "Agency") atld ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the "Participatlt"), the Participatlt has developed the real
property (the "Site"), legally described on the attached Exhibit A, by constructing or causing to
be constructed the improvements thereon according to the terms atld conditions of said Owner
Participation Agreement ("OPA"); atld
WHEREAS, pursuatlt to Section 213 of the OPA, after completion of all work of
construction to be completed by the Participatlt upon the Site, the Agency shall furnish the
Participatlt with a Certificate of Completion upon written request therefor by the Participatlt; atld
WHEREAS, the issuatlce by the Agency of the Certificate of Completion shall be
conclusive evidence that the Participant has complied with the terms of the OPA pertaining to the
development of the Site atld to the work of construction of the improvements on the Site; atld
WHEREAS, the Participatlt has requested that the Agency furnish the Participatlt with the
Certificate of Completion; atld
WHEREAS, the Agency has conclusively determined that the work of construction atld
development on the Site as required by the OPA has been satisfactorily completed;
PUBL'4586_1194/82359.45
ATTACHMENT NO.5
Page 1 of 2)
NOW, THEREFORE:
I. As provided in the OPA, the Agency does hereby certify that development of the
Site atld the work of construction of the improvements on the Site has been fully atld
satisfactorily performed atld completed, atld that such development atld construction work is in
full compliatlce with said OPA.
2. Said OPA is therefore of no further force atld effect, atld all rights, duties,
obligations atld liabilities of the Agency atld the Participatlt thereunder shall cease to exist. Any
continuing atld existing rights, duties, obligations and liabilities pertaining to the Site are provided
in an Agreement to be Recorded Affecting Real Property which shall be recorded promptly after
issuatlce of this Certificate of Completion.
3. This Certificate of Completion does not constitute evidence of compliatlce with or
satisfaction of atly obligation of the Participant to atly holder of a mortgage or atly insurer of a
mortgage securing money 10000ed to finatlce the work of construction of improvements atld
development of the Site, or atly part thereof. This Certificate of Completion is not a notice of
completion as referred to in Section 3093 of the California Civil Code.
IN WITNESS WHEREOF, the Agency has executed this Certificate as of this
day of , 1993.
ORANGE REDEVELOPMENT AGENCY, a
public body. corporate and politic
By:
Executive Director
ATTEST:
Agency Clerk
ACCEPTED BY PARTICIPANT:
By:
PUBL,4S86_1194182359.45
ATTACHMENT NO.5
Page 2 of 2)
EXHIBIT A
LEGAL DESCRImON OF THE SITE
BBCIHlfING AT A POINT IN THE lAST LINE OF THE HARY C. THOMAS TRACT, AS SHOWN ON A
HAP UCORDED IN 11001: 5, PACE 158 OF MISCILLAII'!OUS RECORDS OF LOS AlIC!L!S COUNTY.
CALIFORNIA, SAID POINT IIEING DISTANT NORTH O' OS' 40' WEST 342.79 F!ET FROM TH!
NOITBV!5T CORNEl OF TRACT NO. 1.'0. IN THE CITY OP ORANGI, COUNTY OP ORANG!,
STATE OF CALIFORNIA, AS SHOWN ON A HAP RECORDED IN 11001: 62, PAC! 17 OP
KISCELLAN!OUS HAPS, UCORDS OF ORANGE COUNTY, CALIFORNIA I THENCE NORTH O' OS' 40'
V1rST 779.18 F!lT TO A POINT IN THE SOUTHERLY LINE OF THE RICHT OF WAY OF THE
SOUTHIlUI CALIFORNIA RAILWAY, NOW THE ATCHISON, TOPUA AND SANTA n RAILWAY
COMPANY I THENCE SOUTH 70' 44' 00' lAST ALONG SAID SOUTHERLY RICHT OF WAY LINE
532.03 F!lT TO A POINT IN THE C!NTERLlNE OF BATAVIA STUn SS.OO nET VIDEI
THENCE SOUTH O' 06' 30" WEST ALONG SAID C!RTERLlNE SOO,13 F!IT TO A POINT n1STAlIT
NORTH O' OS' 30" lAST 347.45 l'nT FROM TO NORTIIW1lST CORBD OF RICHLAND FAllH LOT
NO, 27 AS SHOWN ON A HAP RECORDED IN 11001: 5, PAG! 123 OF KISCELLANIOUS RECORDS
OF LOS ANGELES COUNTY, CALIFORNIA I THENCI SOUTH 89' 35' 55" WEST 499.S0 FEET TO
THE POINT OF III!CINIIING.
EXCEPTING THIUFllOM TH! SOUTH 407.54 F!IT, SAID SOUTH 407.54 F!lT SlING HlAsmum
ALONG BATAVIA STUn.
ALSO EXCEPTING THIUPl.OK TH! V1rST 7.00 nIT OF TO lAST 40 1'I!T AS DESCIIIlED lit
A DEED TO TH! CITY OF ORANG!, a1CORDED HARCB 1, 1965. IN 1l00J: 7429, PAG! 411,
OFFICIAL RECORDS.
1>(.Jftt.'4~fl:6_1IQ41 R'2~~9.4S
EXHIBIT A TO
ATTACHMENT NO.5
ATTACHMENT NO.6
RECORDED AT THE REQUEST OF: )
WHEN RECORDED, RETURN TO: )
NORTHWEST REDEVELOPMENT PROJECT
ORANGE, CALIFORNIA
AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY
THIS AGREEMENT is entered into this _ day of , 1993, by atld
between the ORANGE REDEVELOPMENT AGENCY, a public body, corporate atld politic
hereinafter referred to as the "Agency") atld ROSEBURROUGH TOOL, INC., a California
corporation (hereinafter referred to as the "Participatlt"), with reference to the following:
A. The Participatlt is the present owner of the real property (the "Site") located in the
City of Oratlge, County of Oratlge, State of California, legally described in the attached
Exhibit A.
B. The Site is within the boundaries of Northwest Redevelopment Project (the
Project") in the City of Oratlge atld is subject to the provisions of the Redevelopment Platl for
the Project adopted by OrdiDatlce No. 22-88 on June 28, 1988 by the City Council of the City
of
Oratlge.C. Recordation of this Agreement at the Agency's request is conclusive evidence
that the Participatlt has constructed the improvements on the Site atld has otherwise developed the
Site in accordatlce with the Redevelopment Platl atld pursUatlt to the terms atld provisions of a
certain Owner Participation Agreement" entered into between the Agency atld the Participatlt
on
1993.PUBL,4586_1194182359.
45 ATTACHMENT NO.
6 Page 1 of
NOW, THEREFORE, THE AGENCY AND THE PARTICIPANT AGREE AS
FOLLOWS:
1. The Participatlt, on behalf of itself atld its successors, assigns atld each successor
in interest to the Site or atly part thereof, hereby coveDatlts atld agrees:
a. To use, devote atld maintain the Site atld each part thereof for the purposes
atld uses specified in the Redevelopment Plan.
b. To maintain the improvements atld landscaping on the Site atld keep the
Site free from atly accumulation of debris atld waste materials.
c. Not to discriminate upon the basis of race, color, creed, religion, sex,
marital status, national origin or atlcestry in the sale, lease, sublease, transfer, use, OCCUpatlcy,
tenure or enjoyment of the Site or atly improvements thereon or atly part thereof. Each atld
every deed, lease atld contract entered into with respect to the Site shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
1) In deeds: "The grantee herein coveDatlts by atld for himself, his
heirs, executors, administrators atld assigns, atld all persons
claiming under or through them, that there shall be no
discrimination against or segregation of atly person or group of
persons on account of race, color, creed, religion, sex, marital
status, national origin or at1cestry in the sale, lease, sublease,
transfer, use, OCCUpatlcy, tenure or enjoyment of the land herein
conveyed, nor shall the gratltee himself, or atly person claiming
under or through him, establish or permit atly such practice or
practices of discrimination or segregation with reference to the
selection, location, number use or occupancy of teDatlts, lessees,
subtenatlts, sublessees or vendees in the latld herein conveyed. The
foregoing coveDatlts shall run with the latld.'
2) In leases: "The lessee herein coveDatlts by atld for himself, his
heirs, executors, administrators atld assigns, atld all persons
claiming under or through him, atld this lease is made and accepted
upon atld 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 atlcestry in the
leasing, subleasing, transferring, use, OCCUpatlcy, tenure or
enjoyment of the land herein leased nor shall the lessee himself, or
atly person claiming under or through him, establish or permit atly
such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or OCCUpatlcy of
tenatlts, lessees, sublessees, subteDatlts or vendees in the latld
herein leased,'"
PUBL,4586 _1194182359.45
ATTACHMENT NO.6
Page 2 of 4)
3) In contracts: "There :!ib.^oiIl be no discrimination against or
segregation of atly pemln or groop of persons on account of race,
color, creed, religioll,. ~x, marital status, national origin or
atlcestry in the sale, lease. sublease, transfer, use, OCCUpatlcy,
tenure or enjoyment of the latld, nor shall the transferee himself, or
atly person claiming under or through him, establish or permit atly
such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or OCCUpatlcy of
tenat1ts, lessees, subtenants, sublessees or vendees of the latld."
2. Notwithstanding the foregoing. the Participant shall be responsible for all aspects
of management atld control of the Site and the use thereof, and the Agency shall have no
jurisdiction or authority over the day-to-day operations of
the Participatlt.3. 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 atlcestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site or
atly part thereof, nor shall the Participatlt, its successors, assigns or successors in interest to the
Site or atly part thereof, or atly person claiming under or through them, establish or permit
atly such practice or practices of discrimination or segregation with reference to the
selection, location,number, use or OCCUpatlcy of tenat1ts, lessees, subtenat1ts, sub lessees or vendees of the
Site or atly
part thereof.4. The covenatlts atld agreements established in this Agreement shall,
without regard to technical classification atld designation, be binding on the Participatlt atld atly
successor in interest to the Site, or atly part thereof, for the benefit of and in favor of the
Agency, its successors atld assigns, atld the City of Orange. Except as set forth in the
following sentence,the covenat1ts contained in paragraphs la atld I b of this Agreement shall remain in
effect until June 28, 2028. The covenat1ts against discrimination (contalned in paragraphs lc atld
3) shall remain
in perpetuity.5. The covenatlts atld restrictions contalned in this Agreement shall not benefit
nor be enforceable by atly owner of atly other real property within or outside the Project or
atly person or entity having atly interest in atly such other
real property.puBL'4586_
1194182359.45 ATTACHMENT
NO.6 Page 3
IN WITNESS WHEREOF, the Agency atld the Participant have executed this
Agreement as of the date fIrst above written.
ORANGE REDEVELOPMENT AGENCY, a
public body, corporate atld politic
Dated:1993.By:
Executive Director
AGENCY"
ATTEST:
By:
Agency Clerk
ROSEBURROUGH TOOL, INC., a California
corporation
Dated:1993.By:
Its:
Dated:1993.By:
Its:
PARTICIPANT"
PUBL'4586_1194182359.45
ATTACHMENT NO.6
Page 4 of 4)
State of California
County of Oratlge
On , 199_, before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument atld acknowledged to me that he executed the same in his authorized
capacity, atld that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hatld atld official seal.
Signazure of Notary
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment of
this certificate to atl unauthorized document.
THIs CERTIFICATE MUST BE
ATTACHED TO THE DOCUMENT
DESCRIBED AT RIGHT:
Title or Type of Document
Number of Pages Date of Document
Signer(s) Other thatl Named Above
Optional Section:Although the statute does not require the notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.
o Individual
o Corporate Officer( s):
Tille(s)
o Partner(s): 0 Limited 0 General
o Attorney -in-
fact o Trustee(
s)o Guardiatl/
Conservator o
Other:SIGNER IS
REPRESENTING:Name(s) of person(s) or enJity(
ies)PUBL,4586 _1194182359.45 ATTACHMENT NO.
State of California
County of Oratlge
On , 199_, before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument atld acknowledged to me that he executed the same in his authorized
capacity, atld that by his signature on the instrument the person, or the entity upon behalf ofwhichthepersonacted, executed the instrument.
WITNESS my hatld atld official seal.
S<gnalJlre of NOlOry
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment ofthiscertificatetoatlunauthorizeddocument.
THIs CERTIFICATE MUST BE
ATTACHED TO THE DOCUMENT
DESCRIBED AT RIGHT:
Title or Type of Document
Number of Pages Date of Document
Signer(s) Other thatl Named Above
Optional Section:Although the statute does not require the notary to fill in the data below, doingsomayproveinvaluabletopersonsrelyingonthedocument.
o Individual
o Corporate Officer(s):
Title(s)
o Partner(s): 0 Limited 0 General
o Attorney-
in-fact o
Trustee(s)o
Guardiatl/Conservator
o Other:SIGNER
IS REPRESENTING:Name(s) of fJO'SOIl(S) or
nuity(ies)PUBL,4586_1194182359.4S ATI'ACHMENT
EXHIBIT A
to
ATTACHMENT NO.6
LEGAL DESCRIPTION OF THE SITE
8ICI!lIfING AT A POIIIT III THB BAST LIlli OF TS! !WlY C. THOMAS TRACT, AS SHOVII ON A
HAP neORDED III 1I00~ 5, PAGB 11511 OF KISCELLAlmlUS R.!CORDS OF LOS ANCELES COUNTY.
CALIFORBIA, SAID POINT IlEING DISTANT NORTH O' 06' 40" WEST 342.79 FEET FROM THE
NORTBVEST COUD. OF TRACT NO. 1450, III THB CITY OF OIWfGB, COUIITY OF OIWfGB,
STATE OF CALIFORBIA, AS SHOVII ON A HAP RECORDED IN 11001: 62, PACE 17 OF
MISCBLLAlmlUS HAPS, UCORDS OF OIWfGB COtnn'Y, CALIFORBIA; TH!lfCE NORTH O' 06' 40'
WEST 779.111 FUT TO A POINT III THB SOUTHIILY LIlli OF THB UCHT OF WAY OF THB
SOUTHDJI CALIFOUIA RAILWAY, NOW THB ATCHISOM, TOPUA AIfD SANTA FE RAILWAY
COMPANY; TH!lfCB SOUTH 70' 44' 00" BAST ALONG SAID SOUTBElLY RIGHT OF WAY LINE
532.03 FUT TO A POINT I1f THB CDTIILIIfB OF BATAVIA STUft 66.00 FBET VIDE;
THEIICB SOUTH O. 06' 30' WEST ALOMO SAID CDTlILllfB 600.13 FEET TO A POINT n1STANT
NORTH O. OS' 30" BAST 347.45 VF,ZT FROK TBB NOarBVBST COUD. OF RICHLAIfD FARM LOT
NO. 27 AS SHOWIf 011 A HAP neORDED 1M 11001: 5, PAGB 123 OF MISCELLANEOUS RECORDS
OF LOS ANGBLES COtlllTY, CALIFOUIA; TH!lfCI SOUTH 89. 35' 55' WEST 499.60 FEBT TO
THB POINT OF IIICI!lIflMO.
XCBPTIIfG THDEnOM TO SOUTH 407.54 FEET. SAID SOUTH 407.54 FUT IlEING HEASUIlED
ALONG BATAVIA STUft.
ALSO !XCBPTIllC THDEnOH THB WEST 7.00 FBET OF THB BAST 40 FUT AS DBSCU8ED III
A DEED TO THB CITY OF OIWfGB, RECORDED !WlCH 1, 1965, III 11001: 7429, PAGB 411,
OFFICIAL neORDs.
PUBL,4586_11941B235945
EXlDBIT ATO
ATTACHMENT NO.6