HomeMy WebLinkAboutCDC/2001-07
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RESOLUTION NO. CDC/2001-7
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE
AMENDMENT NO. 1 TO DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO AND HI-WAY AUTO RECYCLERS,
LLC
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WHEREAS, the Community Development Commission of the City of San Bernardino
(the "Commission") is the governing body of the Redevelopment Agency of the City of San
Bernardino (the "Agency"), a public body corporate and politic, organized and existing pursuant
to the Community Redevelopment Law (California Health and Safety Code Section 33000, et
seq.); and
WHEREAS, the Agency and Hi-Way Auto Recyclers, LLC, a California limited liability
company (the "Developer") entered into that certain 2000 Disposition and Development
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Agreement dated as of August 14,2000 (the "DDA") for the purpose of implementing the
Redevelopment Plan for the Northwest Redevelopment Project by providing for the purchase an
redevelopment of certain unimproved lands by the Developer (the "Property"); and
WHEREAS, the Developer encountered unexpected delays in completing its due
diligence investigation regarding the Property; and
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WHEREAS, the Developer has requested that certain provisions of the DDA be amended
to extend the period of time in which the Developer's due diligence investigation of the Property
is to be completed so as to enable the Developer to complete its due diligence investigation of
the Property; and
WHEREAS, the Agency is willing to amend certain provisions of the DDA to extend the
period of time in which the Developer's due diligence investigation of the Property is to be
completed; and
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Hi-Way Auto Amendment
CDC/2001-7
WHEREAS, Amendment No.1 to 2000 Disposition and Development Agreement (Hi-
Way Auto Recyclers) ("Amendment No.1 ") has been presented to this Commission for
approval.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. The Commission hereby approves Amendment No. 1 attached hereto as
Exhibit "A".
Section 2. The Executive Director of the Agency is hereby authorized to execute
Amendment No.1 on behalf of the Agency in substantially the form attached hereto, together
with such changes therein as may be approved by the Executive Director and Agency Special
Counsel. The Executive Director or such other designated representative of the Agency is
further authorized to do any and all things and take any and all actions as may be deemed
necessary or advisable to effectuate the purposes of Amendment No.1.
This Resolution shall become effective immediately upon its adoption.
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Hi-Way Auto AmendmeOl
CDC/2001-7
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE
AMENDMENT NO. 1 TO DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO AND HI-WAY AUTO RECYCLERS,
LLC
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6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a ioint reg. meeting thereof, held
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on the 5th
day of February ,2001, by the following vote to wit:
9 Commission Members: Aves Nays Abstain Absent
ESTRADA x
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LIEN x
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MCGINNIS ~
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SCHNETZ X
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SUAREZ X
14 ANDERSON x
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15 MC CAMMACK X
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Rachel G. Clark, City Clerk
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The foregoing resolution is hereby approved this 7th day of February
,2001.
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Betty Dean Anderson, Vice-Chair
Community Development Commission
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Hi-Way Auto AmendmeOI
CDC/2001-7
EXHIBIT" A"
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AMENDMENT NO.1
TO
2000 DISPOSITION AND DEVELOPMENT AGREEMENT
(Hi-way Auto Recyclers)
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Hi-Way Auto Amendment
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 North "E" Street
Suite 301
San Bernardino, California 92401
(Space Above Line for Use By Recorder)
AMENDMENT NO. 1
TO
DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND
HI-WAY AUTO RECYCLERS, LLC
AMENDMENT NO. I
TO
2000 DISPOSITION AND DEVELOPMENT AGREEMENT
(Hi-Way Auto Recyclers)
THIS AMENDMENT NO. I TO 2000 DISPOSITION AND DEVELOPMENT
AGREEMENT (Hi-Way Auto Recyclers) dated as of February 1,2001 ("Amendment No. I") is
entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, a public body corporate and politic (the "Agency"), and HI- WAY AUTO
RECYCLERS, LLC, a California limited liability company (the "Developer"). The Agency and
the Developer enter into this Amendment No. I with reference to the following facts:
Recitals
WHEREAS, the Agency and the Developer entered into that
certain 2000 Disposition and Development Agreement (Hi-Way Auto
Recyclers), dated as of August 14, 2000 (the "Agreement");
WHEREAS, the Developer encountered unexpected delays in
completing its due diligence investigation regarding the
Property (as that term is defined in the Agreement) ;
WHEREAS, the Developer desires an extension of the period
of time in which the Developer's due diligence investigation of
the Property is to be completed so as to enable the Developer to
complete its due diligence investigation of the Property; and
WHEREAS, the Agency is willing to extend the period of time
in which the Developer's due diligence investigation of the
Property is to be completed.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND SUCH
OTHER GOOD AND VALUABLE CONSIDERATION RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED BY THE PARTIES, THE AGENCY AND THE DEVELOPER AGREE
AS FOLLOWS:
Terms
1. The Recitals set forth above are hereby incorporated
into this Amendment No. 1 by this reference, as though fully set
forth herein.
2. Except as hereby amended, the Agreement is in all
respects ratified and confirmed and all the terms and provisions
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and conditions thereof shall be and remain in full force and
effect.
3. Section 2.03 of the Agreement is amended to read in
its entirety as follows:
Section 2.03. Openinq
and Closinq of Escrow.
(a) The transfer and sale of the
Property shall take place through an Escrow
(the "Escrow") to be administered by Chicago
Title Insurance Company Escrow Department or
such other escrow or title insurance company
mutually agreed upon by the Seller and the
Agency (the "Escrow Holder"). The Escrow
shall be deemed open ("Opening of Escrow")
upon the receipt by the Escrow Holder of a
copy of this Agreement fully executed by
both parties hereto and the Deposit. The
Escrow Holder shall promptly confirm to the
parties the escrow number and the title
insurance order number assigned to the
Escrow.
(b) In the event that the
Developer has not delivered its Due
Diligence Approval Certificate (as defined
Section 2.10 l;1ereof) to the Agency and the
Escrow Holder within three hundred thirty
(330) days from the Opening of Escrow for
any reason, then in such event this
Agreement shall terminate upon written
notice to the Escrow Holder from either the
Agency or the Developer, whereupon the
Deposit shall be returned by the Escrow
Holder to the Developer (less an amount
equal to the customary and reasonable escrow
cancellation charges payable to the Escrow
Holder) without further or separate
instruction to the Escrow Holder, and the
parties shall each be relieved and
discharged from all further responsibility
or liability under this Agreement.
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(c) Provided that the Developer
has delivered its Due Diligence Approval
Certificate within the period of time
authorized in Section 2.03(b), then the
Closing Date of the Escrow shall occur
within sixty (60) days thereafter, subject
to the provisions of Section 2.16 and
Section 2.17. The words "Close of Escrow,"
"Closing Date" and "Closing" shall mean and
refer to the date when the Escrow Holder is
in receipt of the Purchase Price and the
related Escrow documents of the parties and
the Escrow Holder is in a position to comply
with the final written escrow closing
instructions of the parties and cause the
Agency Grant Deed for the Property to be
recorded and the policy of title insurance
for the Property to be delivered to the
Developer.
4. Section 2.09 of the Agreement is amended to read in
its entirety as follows:
Section 2.09. Due Diliqence Investiqation
of the Property By the Developer.
(a) Within three hundred thirty (330)
calendar days from and after the Opening of
Escrow, and subject to the extensions of
time set forth below in Section 2.15, the
Developer shall have the right to examine,
inspect and investigate the Property (the
"Due Diligence Period") to determine whether
the condition of the Property is acceptable
to the Developer and to obtain such
development project approvals from the City
fo~ . the improvement of the proj ect, as the
Developer may require in its sole and
absolute discretion.
(b) During the Due Diligence Period, the
Agency shall permit the Developer, its
engineers, analysts, contractors and agents
to conduct such physical inspections and
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882001:1811.1
testing of the Property as the Buyer deems
prudent with respect to the physical
condition of the Property, including the
inspection or investigation of soil and
subsurface soil geotechnical condition,
drainage, seismic and other geological and
topographical matters, surveys the potential
presence of any hazardous substances, if
any.
(c) Any such investigation work on the
Property may be conducted by the Developer
and/or its agents during any normal business
hours upon seventy-two (72) hours prior
notice to the Agency, which notice will
include a description of any investigation
work or tests to be conducted by the
Developer on the Property. Upon the
Agency's request, the Developer will provide
the Agency with copies of any test results.
(d) During the Due Diligence Period, the
Developer shall also have the right to
investigate all matters relating to the
zoning, use and compliance with other
applicable laws which relate to the use and
development and improvement of the Property.
The Developer may submit an application to
the City and any other regulatory agency
with jurisdiction for any and all necessary
development project approvals for the
improvement of the Project. The Agency
hereby consents to the submission of such
development project approval applications by
the Developer.
(e) The Agency shall cooperate fully to
allow the Developer. to complete such
inspections and investigations of the
condition of the Property. The Agency shall
have the right, but not the obligation, to
accompany the Developer during such
investigations and/or inspections. The
Developer shall pay for all costs and
expenses associated with the conduct of all
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such Due Diligence investigation, including
the cost of submitting any development
project approval application, as relates to
the project, to any regulatory jurisdiction.
5. Section 2.10 of the Agreement is amended to read in
its entirety as follows:
Section 2.10. Due Diliqence Approval
Certificate. Within three hundred thirty
(330) calendar days following the Opening of
Escrow, and subj ect to any extensions
granted in accordance with Section 2.15, the
Developer shall complete its due diligence
investigation of the Property and deliver a
due diligence approval certificate signed by
the Developer (the "Due Diligence Approval
Certificate") to the Escrow Holder which
either:
(i) indicates that the Developer
accepts the condition of the
Property or;
(ii) contains a description of the
matters or exceptions
relating to the condition of
the Property which the
Developer was not able to
accept or resolve to its
satisfaction during the Due
Diligence Period.
6. Section 2.15 of the Agreement is amended to read in
its entirety as follows:
Section 2.15. Extension of Due Diliqence
Period.
(a) In the event the Agency fails to
provide the Developer with documents or
other information required by Sections
2.08 and 2.11 by the date(s) set forth
therein, the Due Diligence Period
regarding such information shall be
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extended by one (1) day for each day of
the delay by the Agency to permit the
Developer to perform an adequate due
diligence review of such documents or
information (but shall not exceed a
total of sixty (60) days) . The
Developer will use its best efforts to
notify the Agency of any documents or
information the Agency has failed to
deliver to the Developer within the
time periods provided in Sections 2.08
and 2. 11.
(b)
Upon the written request of the Developer
received prior to the expiration of the Due
Diligence Period, the Executive Director may
authorize an extension of the Due Diligence
Period for up to an additional 45 calendar
days, if the Executive Director makes a
written finding that the Developer has
undertaken substantial work to complete the
due diligence investigation of the Property.
7.
Agreement is
Exhibit "A" to
Exhibit "D" (SCHEDULE OF PERFORMANCE) to the
amended to read in its entirety as set forth in
this Amendment No. 1.
8. If any term or provision of this Amendment No. 1
or the application thereof to certain circumstances is declared
invalid or unenforceable, the remainder of this Amendment No.1,
or the application of the term or provision to circumstances
other . than those to which it is declared invalid or
unenforceable, will not be affected thereby, and each term and
provision of this Amendment No. 1 will be valid and enforceable
to the fullest extent permitted by law.
9. The
warrant that they
No. 1 on behalf
represent.
persons executing this Amendment No. 1
are duly authorized to execute this Amendment
of and bind the parties each purports to
10. This Amendment No. 1 may be executed by the
parties hereto in duplicate originals, each of which shall be
considered an original, but all of which together shall
constitute one and the same instrument
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IN WITNESS WHEREOF, the parties hereto have duly
executed this Amendment No. 1 as of the dates set forth below.
AGENCY
By:
the
Date:
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Gary Van Osdel
Executive Dir ctor
APPROVED AS TO FORM:
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Agency Sp c al Counsel
DEVELOPER
Date: {! / -;2(; -0/
Member
By:
Date:
By:
Member
[All Signatures Must Be Notarized]
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CALlFORNIA ALL.PURPOSE ACKNOWLEDGMENT
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the same in his/Rcr/thoir authorized
capacity(~ and that by his/tler/thoir
signature~on the instrument the person('s), or
the entity upon behalf of which the person(aJ
acted, executed the instrument.
Number of Pages:
RIGHT THUMBPRINT
OF SIGNER
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@1999 National Notary Association. 9350 De Soto Ave., P.O. Box 2402 . Chatsworth, CA 91313-2402. www.nationalnotary.org
Place Notary Seal Above
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
LJ Individual
C Corporate Officer - Title(s):
D Partner -LJ Limited LJ General
[J Attorney in Fact
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Signer Is Representing:
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Prod. No. 5907
Reorder: Call Toll-Free 1-800-876-6827
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EXHIBIT "A"
AMENDED SCHEDULE OF PERFORMANCE
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EXHIBIT "D"
2000
HI-WAY AUTO RECYCLERS, LLC, DISPOSITION AND DEVELOPMENT
AGREEMENT
SCHEDULE OF PERFORMANCE
Unless otherwise indicated herein, the meaning of words and
phrases used in this Schedule of Performance shall be as set
forth in the Agreement.
Within five (5) days following
execution of the Agreement by
the Agency and the Developer
Within fifteen (15) days of
the Opening of Escrow
During Due Diligence Period
882001:1811.1
Developer shall deliver to
Escrow Holder the sum of Ten
Thousand Dollars ($10,000.00)
Escrow opened upon receipt by
the Escrow Holder of a fully
executed copy of the Agreement
and the Deposit from the
Developer.
Agency shall deliver originals
of Due Diligence Items
(Section 2.08)
Agency shall deliver to the
Developer a preliminary title
report or title commitment for
a CLTA extended coverage
policy of title insurance
Developer must submit
development project site plan
approval application for the
Project to the City for City
review and approval
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Within three hundred thirty
(330) days from the Opening of
Escrow
Within five (5) days of
receipt of Developer's Title
Objection Notice and
Developer's Survey Objection
Notice, if any
Within five (5) days of
receipt of Agency's Title
Notice
within ten (10) days of
receipt of Agency's Survey
Notice
Developer shall deliver its
Due Diligence Approval
Certificate to the Agency and
the Escrow Holder
Developer shall submit
Developer's Title Objection
Notice and Developer's Survey
Objection Notice, if any, to
the Agency
Agency to deliver Agency's
Title Notice and Agency's
Survey Notice, if any, to
Developer
Developer to deliver an
acceptance or rejection of the
items in the Agency's Title
Notice
Developer to deliver an
acceptance or rejection of the
items in the Agency's Survey
Notice
Within sixty (60) days after The Close of Escrow shall
the delivery of a Due occur
Diligence Approval Certificate
from the Developer
No later than three (3)
business days prior to the
Closing Date
8B2oo\:\811.\
Escrow Holder shall prepare
for approval by the Developer
and the Agency a Closing
Statement (Section 2.21)
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On or before 12:00 noon on the
business day preceding the
Closing Date
At Close of Escrow
Within three (3) business days
following the Closing Date.
Promptly following City
approval of site plan of
improvement for the Project
Within ninety (90) days
following Close of Escrow
8B2ool:1811.1
The Agency shall deliver to
the Escrow Holder a grant deed
for the Property to the
Developer
The Agency shall deliver to
the Escrow Holder copies of
the documents set forth in
Section 2.06 of the Agreement
The Developer shall deliver to
the Escrow Holder copies of
the documents set forth in
Section 2.07 of the Agreement
Developer deposits the balance
of the Purchase Price, less
the Deposit amount, with the
Escrow Holder
Escrow Holder shall deliver to
Developer a conformed copy of
the Agency's Grant Deed, as
recorded, and the policy of
title insurance issued in
favor of the Developer
Escrow holder shall deliver to
the Agency the Purchase price,
less sums paid to discharge
any liens, escrow costs and
any prorations chargeable to
the Agency
Developer completes and
submits construction design
plans and specifications to
City Building Department for
issuance of necessary building
permits
Developer commences work of
improvement of Project on the
Property
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Within two hundred seventy
(270) days following
commencement of work of
improvement of the Project
Promptly following completion
of improvements to the
Property Developer submits
written request to the Agency
for issuance of Certificate of
Completion; but by a date not
later than one (1) year
following Close of Escrow
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Developer substantially
completes improvement of the
Project
Agency issues a Certificate of
Completion to Developer
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