HomeMy WebLinkAboutCDC/2002-37
RESOLUTION NO. CDC/2002-37
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO
APPROVING AND AUTHORIZING THE EXECUTIVE
DIRECTOR OF THE REDEVELOPMENT AGENCY TO
EXECUTE AMENDMENT NO.4 TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT (INDUSTRIAL
P ARKW A Y PROPERTY) BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND MARVIN AND LELIA JABIN AND
CONSENTING TO AN ASSIGNMENT OF SAID
DISPOSITION AND DEVELOPMENT AGREEMENT
WHEREAS, the Community Development Commission of the City of San
Bemardino (the "Commission") is the goveming body ofthe Redevelopment Agency of the City of
San Bemardino (the "Agency"), a public body corporate and politic, organized and existing pursuant
to the Community Redevelopment Law (Califomia Health and Safety Code Section 33000, et ~.);
and
WHEREAS, the Agency and Premis Partners, a Califomia limited partnership
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("Premis Partners"), previously entered into that certain Disposition and Development Agreement
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dated November 7, 1996, pertaining to the disposition and development of certain real property
located within the State College Redevelopment Project Area known as the Industrial Parkway
Property and more specifically described in Exhibit "A" hereto (the "Property"); and
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WHEREAS, on April 6, 1998, the above-referenced Disposition and Development
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Agreement was amended by Amendment No. I to enable Premis Partners to incur the costs
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associated with flood control improvements necessary to develop the property as provided in the
Disposition and Development, by providing that the purchase price of the Property be reduced by
an amount equal to the actual costs of such flood control improvements, but in no event by more
than Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00) and
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1 WHEREAS, on May 3, 1999, the above-referenced Disposition and Development
2 Agreement was amended by Amendment NO.2 to provide that the Agency is entitled to receive from
3 Premis Partners upon the completion ofthe flood control and water runoff improvements necessary
4 in connection with the development of the Property (the "flood control and water runoff
5 improvements"), but in no event later than May 15,2001, that sum which is equal to the difference
6 between the actual costs of the flood control and water runoff improvements and Three Hundred
7 Thirty- Three Thousand Five Hundred Dollars ($333,500.00), the obligation to pay said sum being
8 secured by that certain Deed of Trust and Assignment of Rents dated June 28, 1999 and recorded
9 on August 31,1999 in Official Records of the County of San Bernardino, California, as Document
10 No. 19990369635 (the "Deed of Trust"); and
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12 WHEREAS, on January 22,2001, the Disposition and Development Agreement was
13 amended by Amendment No.3 (said Disposition and Development Agreement as amended by
14 Amendment No.1, Amendment No.2 and Amendment No.3 being hereinafter referred to as the
15 "DDA") to provide for construction of approximately 200,000 square feet of improvements which
16 may include warehousing and distribution facilities, office facilities, research and development
17 facilities and general commercial and retail facilities consistent with market demand; and
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WHEREAS, on February 7, 2001, Premis Partners assigned, with the consent ofthe
Agency, the DDA to Marvin and Lelia Jabin; and
WHEREAS, on June 8, 2002, the Public Works Division of the City of San
Bernardino issued to Marvin and Lelia Jabin a grading permit with respect to the Property; and
WHEREAS, Marvin and Lelia caused a dirt import operation to be conducted on the
Property and a building pad to be constructed in accordance with the approved grading plan; and
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WHEREAS, the City Engineer inspected the Property following completion of the
dirt import operation and construction of the building pad and made a finding that erosion control
measures had been taken to protect off-site properties from runoff generated on Property; and
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23 WHEREAS, in order to facilitate development of the Property by the Purchaser, the
24 Agency and Marvin and Lelia Jabin desire to amend the DDA and enter into that certain Amendment
25 No.4 to the DDA attached hereto as Exhibit "B" and by this reference incorporated herein
26 ("Amendment No.4"); and
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WHEREAS, the costs incurred by Marvin and Lelia Jabin in connection with the dirt
import operation and the construction of the building pad exceeded Three Hundred Thirty-Three
Thousand Five Hundred Dollars ($333,500.00); and
WHEREAS, the obligation secured by the Deed of Trust has been satisfied; and
WHEREAS, Marvin and Lelia J abin at this time desire to sell the Property to MAPEl
CORPORATION, an Illinois corporation (the "Purchaser"); and
WHEREAS, Marvin and Lelia Jabin desire that the DDA be amended to provide for
construction of approximately 300,000 square feet of improvements which may include warehouse
facilities, manufacturing facilities, production facilities, industrial facilities, distribution facilities,
office facilities, research and development facilities and general commercial and retail facilities
consistent with market demand; and
WHEREAS, the Agency desires to facilitate development of the Property by the
Purchaser; and
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WHEREAS, Marvin and Lelia Jabin intend to enter into an Assignment of
2 Disposition and Development Agreement in the form attached hereto as Exhibit "c" (the
3 "Assignment Agreement"); and
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5 WHEREAS, Section 1.04 of the DDA provides that the DDA may not be assigned
6 without the prior approval of the Agency; and
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8 WHEREAS, the Purchaser has presented to Agency Staff evidence of its
9 qualifications to perform the duties and responsibilities and discharge the obligations imposed upon
10 the Developer (as defined in the DDA) under the DDA and Agency Staff has approved the
II Purchaser's qualifications; and
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13 WHEREAS, Agency staff has prepared a Consent to Assignment of Disposition and
14 Development Agreement, a copy of which is attached hereto as Exhibit "D" (the "Consent to
15 Assignment").
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17 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION
18 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
19 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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21 Section 1. The Commission hereby finds that the recitals set forth above are tme
22 and correct.
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24 Section 2. The Executive Director ofthe Agency is hereby authorized and directed
25 to execute a deed ofreconveyance or similar instrument in recordable form in order that the lien of
26 the Deed of Trust may be removed from the Property.
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Section 3. The Commission hereby approves Amendment No.4.
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Section 4. The Executive Director ofthe Agency is hereby authorized and directed
to execute Amendment No.4 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 of 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
of advisable to effectuate the purposes of Amendment No.4.
Section 5. The Commission hereby approves the assignment by Marvin and Lelia
Jabin of all of its right, title and interest in and to the DDA to the Purchaser pursuant to the
Assignment Agreement.
Section 6.
The Executive Director of the Agency is hereby authorized and
15 directed to execute the Consent to Assignment.
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1 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR
2 OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.4 TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT (INDUSTRIAL PARKWAY
3 PROPERTY) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND MARVIN AND LELIA JABIN AND CONSENTING TO AN
4 ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT
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Section 7.
This Resolution shall become effective immediately upon its adoption.
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
meeting
7 Development Commission of the City of San Bernardino at a i oint regular
8 thereof, held on the 2nd day of
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COMMISSION MEMBERS:
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ESTRADA
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LONGVILLE
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McGINNIS
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DERRY
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SUAREZ
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ANDERSON
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MCCAMMACK
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December
, 2002, by the following vote to wit:
AYES
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NAYS
ABSTAIN ABSENT
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The foregoing Resolution is hereby approved this .1 day of December
,2002.
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25 Approved as to form and
legal conte
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By:
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{)(~--U
JU 'I V LLES, Chairperson
unity Development Commission
City of San Bernardino
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
2 CITY OF SAN BERNARDINO )
3 I, Secretary of the Community Development
Commission ofthe City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached
4 copy of Community Development Commission of the City of San Bernardino Resolution
No. is a full, true and correct copy of that now on file in this office.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
6 of the Community Development Commission of the City of San Bernardino this day of
,2002.
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Secretary of the
Community Development Commission
of the City of San Bernardino
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
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P,lI.RCJ:;!. A:
THl\.T PORTION OF 13LOCKS 45 AI.ijP 46. AND THAT UNNUMBEREP LOT 1\DJOr~ING Br..OCI< 46 ON '1'HE
WEST Of ~E ~ANDS OF IRVINGTON LAND AND WATER CO~~ANY. AS PER PJ.,AT RECORD~D I~ BOOK ~.
~ECORDS OF SURVEY. PAGE 32, RECORPS OF SAlP COUNTY; IN BOOK 3 OF MAPS, PAGE 9, RECORDS
OF SAID COUNTY; AND SECTIONS 3,2 AND 13, TOWNSHIP 1 NORTH, RANGE 5 WEST. SAN BER1iIARPINO
BASE ~D M~RIDIAN; SECTION ~B. TOWNSHIP 3, NORTH, RANGE 4 WEST, SAN BE~~DINO BASE AND
MERIDIAN, ACCORDING '1'0 TH~ ~X'I'ENSION OF THE r..INES OF THE OPFICI~ GOVERNMENT SURVEY
BXTEND~P INTO THE MUSCUPIABE RJ\NCHO, AI.L IN THE CIT~ OF SAN ElERNN/.PIJ'.lO COUNTY OF SAN
aERNARD~NO, STATE OF CALIFORNIA, LyING SOUTijWBSTERLY OF THE SOOTHWESTER~~ ~INE OF THAT
CERTAIN PARCEL OF LAND. AS CONVEYED TO THE STATE OF CALIFORNIA BY pEED RECORDEP OCTOBER
.25, 1955, IN BOOK 3772, PAGE 93, OFFICIM RECORDS. AS INS't'RtJMENT NO. 55, AS PARCE;L "B":
AND NORTJ{ERJ..Y, NORTHEASTERLY AND EASTERLY OF THAT CERTAIN PARCEL OF !>AND, AS CONVEYED
TO THE S~ BERN~INO COUNTY FLOOD CONTROL DISTRIC~ BY DEED ~ECORDED JULY 27, 1948, IN
BOOK 226B. PAGE 146, OFFICIAL RECORDS: AND NOR~ERLY AND NORTHWESTERLY OF T~T CERTAIN
PARCE~ OF LAND, AS CONVBYED TO SAID SAN BERNARDINO COUNTY F~OOD CONTROL DISTRICT BY
DEED RECORDED JULY 27, 1948. I~ BOOK 2268, PAGE ~42. OFFICIAL RECORDS.
TOGETRER WITl-l THOSE POR'l'IONS OF OREGO~ AVENtlB. PINE AVENUE, 1?IN~ AVENOlll AlIlP ORM'GE
AVENUE ~JOIN+NG PORTIO~S OF THE PROPBRTY HEREIN DESCRISED. THAT WERB VACA~ED ~D
ABANDONED ay RESOLUTION OF THE BOARD Op SUPERVISORS OF THE CO~TY OF SAN BERN~DINO,
PATED MAY 27. 1929. ON FILE IN THE SAN BERNARDINO COUNTY ROAD DEPARTMENT WH!CH WOULD
pASS BY OPERATION OF LAW WITH THE LEGAL CONVEYANCE OF SAID PROPERTY.
EXCEPTING THEREFROM ALL THAT pORTION THEREOF SHOWN AS PARCELS 1, 2, 3 ~ 4. AS PER
PLAT ATTAC~ED TO CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTME~ NO. 94-06, RECORDED
DECEMBER 14. 1994. AS INSTRUME~ NO. 94-493165, OFFICIAL RECORDS; REFERENCE BEING MADE
HEREIN POR ~HE COMPLETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT.
pARCEL 13'
PAROEL 1, AS rER pLAT ATTACHED TO CERTIli'ICATE OF COMPLIANCE FOR LOT LrNE 1WJUSTMEN'l' NO.
94-06, RECORPED D~CEMBER 14. 199~. AS INSTRUMENT NO. 94-493165. OFFICIAL REca~DS. BEING
FURTEER DESCRIBED THEREIN AS FOLLOWS!
A PORTIO~ OF SECTJON ~2, TOWNSHIP 1 NORTH, RANGE 5 ~EST, SAN BERNARDINO BAS~ AND
MERIDIAN; ~D SECTION 7, TO~SHIP 1NORTE. RANGE 4 W~ST, SAN B~RNARDINO BASE AND
MERIDIAN, ~L IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATB OF
C~IFORNIA, ACCORDING TO TEE OFFICIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS
FOLLOWS,
BEGINNING ~~ TEE INTERSECTION OF THg SOUTHWESTERLY LINE OF TnAT CERTAIN PARCEL OF LAND
AS CONVEYED TO ~HE STATE OF CALIFORNIA BY DEED RECORDED IN BOO~ 3772, PA~E 93, OFFICI~
~ECORDS (INTERSTATE 2~5). AND THE NORTHE~Y LINE OF THAT PARCE~ OF LAND CONVEYEp TO THE
SAN BERNARPINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 142.
OFFICIAL RECORDS (DEVIL CREE~ CHANNELl;
THENC~ NORTH 35~ 03' 36" WEST, 882.47 FEE~ ALO~G SAID SOUTHWESTERLY LINE OF INTERSTATE
215 TO A POI~~ T~GENT TO A CURVE CONCAVE TO THE WEST, HAVXNG A RADIUS 01~ 5909.00 FEET.
THROUGH A CEN'rRAL ANGLE: 011 01" is' 41". AN ARC DISTJlNCE OF 129.30 FEET TO '+'HE TRUE
pOINT OF BEGINNING FOR THIS DESCRIPTION;
RFII'ISTCO "-D~I'2Ie~b~
l'1U. ..:J~Lf f.,.:J
E$crowNo: 22048229 ~ K41
Loan No:
TH~NCE FROM SAIP TRUE pOINT OF SEGINNING ALONG A CURVE CONCA~ TO THS WEST, HAVING A
RAD1US OF 5909,00 FEET, THROUGH A CEN~RAL ~G~E OF 120 54' 33", AN ARC PISTANCE OW
1331.35 FEET, MORE OR LESS. TO THE INTERSECTION OF SAXD SOUTHWESTERLY LINE O~
INTERSTATE 215 AND THE CENTER LINE OF PINE AVENUE (VAC,I\TED);
THENCE ~ONG SArD CENTER LINE SOOTH 270 50' WEST, 369.87 FEET, MORE OR LESS, TO A POINT
IN THE EASTERLY LINE OF THAT PARCEL OF LAND CONVEYED TO THE S~ BERNARPINO COUN~ FLOOD
CDNTRO~ DISTRXC'I' BY OEED RECORDED IN BOOK 226B, PAGE 146, OFPICI~ RECOROS (C~LE
CANYON FLOOD CONTRO~ CBANNELl ;
THENCE ALONG SAID EASTERLY LINE, SOUTH 320 20' 25" EAST, 389.61 FEET, MORE OR LESS, ~O
A POINT TANGENT TO A CURVE CONCAVE TO THE WEST, HAVING A RAPIUS OF 2065.00 FEET,
THROUGH A CENTRAL ANGL.E OF 210 30' 33 ", AN ARC DISTANCE OF 77 0 . 6 7 PEE'll;
THENCE ALONG A CURVE CONCAVE TO THB SOUTH, HAVING A RADIUS OF 640,00 FEET, ~HROUGl-I A
CENTRAL ANGLE OF 150 41' 17", AN ARC DISTANCE OF 175.24 FEET,
THE~CE1 NORTH 230 22' 55" EAST, 240.00 FEET;
THE~CE NORTH 540 56' 24" EAST, 390.11 FEET TO CLOSE ON THE ~RU~ FOINT OF BEGINN!NG.
RFIN:riPO .-o~/'~/Ddpk
1 EXHIBIT "B"
2 AMENDMENT NO.4
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AMENDMENT NO.4 TO
DISPOSmON AND DEVELOPMENT AGREEMENT
[Marvin and Lelia JOOin, assignee ofPremis Partners]
TIllS AMENDMENT NO.4 is entered into this 2ndday of December, 2002 by and. .
between the Redevelopment Agency of the City ofSaIi Bernardino (the "Agency") and Marvin and
Lelia Jabin, Husband and Wife, as joint tenants (the "Developer''). -
WHEREAS, the Agency and Premis Partners, a Califonlla limited partnership
(''Premis Partners") previously entered into that certain Disposition and Development Agreement.
dated November 7, 1996 pertaining to the disposition and development of certain real property
located Within the State College Redevelopment Project Area (the ''Property''); and
WHEREAS; in connection with the execution of the above-referenced Disposition_
and Development Agreement, the Agency agreed to sell- the Property in order to cause the
construction thereon of an approximately 200,000 squ~e foot warehousing and distribution facility,
as more fully described in said Disposition and Development Agreement; and
WHEREAS, the Disposition and Development Agreement was subsequently
amended by Amendment No. I on April 6, 1998, Amendment No. 2 on May 3, 1999, and
Amendment No.3 on January 22, 2001 (said Disposition and Development Agreement as so
amended being hereinafter referred to as the ''DDA''); and
WHEREAS, Amendment No.3 provided that the 200,000 square feet of building
improvements to be constructed on the Property could constitute either warehouse and distribution
facilities, as originally contemplated, or office fadlities, research and development facilities and
- general commercial and retail facilities consistent with market demand; and
WHEREAS, pursuant to that certain Assignn'lent of Disposition and Development
Agreement dated February 7, 2001 (the "AssignmentofDDA''), Premis Partners assignedtheDDA,
with the consent of the Agency, to the Developer in connection with the Developer's purchase of
the Property from Premis Partners; and
WHEREAS, the Developer now intends to sell the Property to MAPEl
CORPORATION, an lllinois. corporation (the ''Purchaser'') and to assign to the Purchaser all of the
Developer's right, title and interest in the DDA; and
WHEREAS, the Purchaser intends to develop the Property with manufacturing,
production, industrial, warehouse and office facilities in three phases and to cause to be opened on
the Property, upon completion of construction, a project with approximately 315,000 square feet of
improvements; and
intends; and
WHEREAS, the Agency desires that the Property be developed as the Purchaser
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WHEREAS, the Agency and the Developer desire to amend the DDA to reflect the
Purchaser's intended use of the Property; and
WHEREAS, the Agency desires to consent to the assignment by the Developer to the
Purchaser of all the Developer's right, title and interest in the DDA.
NOW, THEREFORE, in consideration of the premises and such other good and
valuable consideration, receipt and sufficiency of which are acknowledged by the parties, the parties
hereto agree as follows:
Section 1. Except as hereby amended, the DDA is in all respects ratified and
confirmed and all of the terms, provisions and conditions thereof shall be and remain in full force
and effect. . .
Section 2. Except as otherwise provided herein; all terms not otherwise defined
in this Amendment No.4 shall have the same meanings in this Amendment No.4 as those terms are
. given in the DDA.
Section 3.
Section 3.0I.a. ofthe DDA shall be amended toread as follows:
"a. Scope of Development. The Developer agrees to
develop the Property with at least three hundred thousand
(300,000) square feet of improvements in accordance with
and within the limitations established in the Scope of
Development set forth in Exhibit "B" attached hereto and
incorporated herein by reference."
Section 4.
SectionJ.04 ofthe DDA shall be amended to read as foliows:
"Section 3.04. In Lieu Tax Payments/TaxAvveals.
In addition to the provisions set forth in Section 2.16,
to the extent the Developer fails to develop the
Property in accordance with the terms and provisions
of this Agreement once it has acquired the Property
from the Agency, the Developer shall pay to the
Agency an in lieu tax payment in the amount equal to
the amount otherwise payable had the Property (land
and improvements) had an appraised valuation of
Thirty One Million Dollars ($31,000,000), at the end
of each year in which no development has occurred on
the Property. The Developer agrees that for the
duration of the Redevelopment Plan, it shall not
institute, file or participate in any property tax
assessed valuation appeals or challenges related to the
Property or any portion thereof."
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Section 5.
read as follows:
The first paragraph of SectIon 4.01 of the DDA shall be amended to
"Uses. The Developer covenants and agrees for itself,
its successors, its assigns and every successor in
interest to the Property, or any part thereof, that upon
completion of construction, Developer shall cause to
be opened on the Property a projeCt with
approximately 300,000 square feet of improvements
which may include warehouse facilities,
manufacturing facilities, production facilities,
industrial facilities, distribution facilities, office
facilities, research and development facilities and
general commercIal and retail facilities consistent
with market demand. Developer agrees that
development of the Property shall occur in three
phases and that, upon completion of construction of
the first phase of development, Developer.shall cause
to be opened on the Property a project with
approximately 123,000 square feet. Developer further
agrees that upon completion of development of the
Property, the Project will result in the creation of at
least one hundred eighty (180) jobs."
Section 6. The second sentence of the first paragraph of Section 4.05 shall be
amended to read as follows: .
"The covenants respecting uses of the Property shall
remain in effect through December 31, 2017, shall run
. with the land and shall constitute equitable servitudes
thereon, and shall, without regard to technical
classification and designation, be binding for the
benefit and in favor ofthe Agency, its successors and
assigns, and the City."
Section 7. Section 5.07 shall be deleted in its entirety and Section 5.08 shall be
renumbered Section 5.07.
Section 8. Section 6.01.b shall be amended in its entirety to read as follows:
"E. In addition to the submission of notices,
demands or communications to the parties as set forth
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above, copies of all notices to any party shall also be
sent to:
(if the Developer)
(with copy tQ)
(if the Agency)
(with copy to)
MAPEl CORPORATION
1144 East Newport Center Drive
Deerfield Beach, Florida 33442
Attention: Nicholas Di Tempora, President
Broad and Cassel
One North Clematis Street, Suite 500
West Palm Beach, Florida 33401
Attention: Michael R Flam, Esq.
Redevelopment Agency ofthe
City of San Bernardino
201 North "E" Street, Third Floor
San Bernardino, California 92401-1507
Attention: Executive Director
Lewis Brisbois Bisgaard & Smith LLP
650 East Hospitality Lane, Suite 600
San Bernardino, California 92408
Attention: Diane R Holman, Esq."
Section 9. The first sentence of the first paragraph. of Exhibit "B" (Scope of
Development) shall be replaced by the following sentences:
"The Property shall be developed with approximately
300,000' square feet of improvements, which may
include warehouse facilities, manufacturing facilities,
production facilities, industrial facilities, distribution
facilities, office facilities, research and development
facilities and general commercial and retail facIlities
consistent with market demand. Said Project may
consist of one or more. structures, all as described
herein and with a minimum assessed valuation upon
. completion of Thirty One Million Dollars
($31,000,000)."
Section 1 O. (11) of Exhibit D (Schedule of Performance ) shall be amended to read:
"(11) . Completion of construction of
Phase 1 December 31, 2003"
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Section 11. Section 1 of Exhibit E (Certificate of Completion) shall be amended to
read as follows:
"Section 1. The improvements required to be
constructed in accordance with that certain
Disposition and Development Agreement (the
"Agreemenq by and between the Agency and MAPEl
CORPORATION, . an Illinois corporation (the
''Developer'') on that certain real property (the
"Property") more fully described in Exhibit "A"
attached hereto and incorporated herein by this
reference, have been completed in accordance with
the provisions of said Agreement."
Section 12. This Amendment No.4 may be executed in counterparts, each of which
shall be an original, and all of which shall constitute but one and the same instrument. .
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No.4 as of the date first above written.
ATTEST:
i"
/t/
Agency ecjetary
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SI32002:34689.!
EXHIBIT "e"
ASSIGNMENT AGREEMENT
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ASSIGNMEI"IT OF DISPOSITION AND DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT
("Agreement") is entered into this 2nd day of December, 2002, by and between Marvin and Lelia
Jabin, Husband and Wife; as joint tenants ("Assignor") and MAPEl CORPORATION, an illinois
corporation ("Assignee").
WHEREAS, the Assignor acquired its right, title and interest.in and to that certain .
Disposition and Development Agreement dated November 7, 1996, as amended by Amendment No.
Ion April 6, 1998, by Amendment No.2 on May 3,1999, by Amendment No.3 on January 22,
2001 and by Amendment No.4 on December b 2002 (as so amended, the "Disposition and .
Development Agreement") by and between the Developer (as that term is defined in the Disposition
and Development Agreement) and the Redevelopment Agency of the City of San Bernardino (the.
"Agency") and pertaining to the disposition and development of certain real property located within .
the State College Redevelopment Project Area of the City of San Bernardino, California, which real
property is legally described in Exhibit "A" attached hereto and by this reference incorporated herein
(the "Property") pursuant to that certain Assignment of Disposition and Development Agreement .
dated February 7, 2001 by and between Assignor and Premis Partners, a California limited
partnership, the initial Developer and with the consent of the Agency; and
WHEREAS, pursuant to the Disposition and Development Agreement, the Agency
agreed to sell the Property to the initial Developer for a purchase price of Eight Hundred Seven
Thousand Dollars ($807,000.00); and
WHEREAS, in order to enable the initial Developer to incur the costs associated with
flood control improvements that needed to be made to develop the Property, the Disposition and
Development Agreement provided that the purchase price be reduced by an amount equal to the
actual costs of such flood control improvements, but in no event by more than Three Hundred
Thirty:. Three Thousand Five Hundred Dollars ($333,500:00); and .
WHEREAS, in connection with the provisional reduction in purchase price, the initial
Developer executed and delivered to the Agency thatcertain Deed of Trust and Assiginnent ofRents
dated June 28, 1999 and recorded onAugust 31, 1999 in Official Records of the County of San
Bernardino, California, as Document No. 19990369635 (the "Deed of Trust"); and
/. .
WHEREAS, following the acquisition of the Property from the initial Developer, the
Assignor obtained a grading permit with respect to the Property and thereafter caused a dirt import
operation to be conducted on the Prop~rty and a building pad to be constructed in accordance with
. the approved grading plan; and
WHEREAS, the City Engineer for the City of San Bernardino inspected the Property
. following completion of the dirt import operation and construction of the building pad and made a
finding that erosion control measures had been taken to protect off-site properties from runoff
generated on the Property; and
8B2002:34712.1
CDC/2002-37
WHEREAS, the costs incurred by Assignor in connection with the dirt import
operation and the construction of the building pad exceeded Three Hundred Thirty-Three Thousand
Five Hundred Dollars ($333,500.00); and .
WHEREAS, there is atthis time no outstanding balance to be paid on the purchase
price of the Property; and
WHEREAS, the Agency is executing and delivering a reconveyance with respect to
the Deed of Trust; and
WHEREAS, Assignor at this time intends to sell, and Assignee intends to purchase,
the Property; and
. WHEREAS, Assignor desires to assign all of its right, title and interest in and to the
Disposition and Development Agreement to Assignee; and
WHEREAS, Assignee is willing to assume the remaining duties, responsibilities and
obligations of Assignor in connection with development ofthe Property, as set forth in Article ill
of the Disposition and Development Agreement; and .
WHEREAS, Article ill of the Disposition and Development Agreement provides that
the Developer shall construct at least three hundred thousand (300,00b) square feet of improvements
on the Property; and
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Assignor hereby assigns to Assignee all of Assignor's right, title and interest
in and to the Disposition and Development Agreement.
Section 2. Assignee herebyaccepts the assignment of Assignor's right, title and interest
in and to the Disposition and Development Agreement. Assignee hereby assumes, and accepts and
agrees to perform and discharge the remaining duties, responsibilities and obligations imposed upon
. the Developer under the Disposition and DevelopIJ:lent Agreement to construct at least three hundred
. thousand (300,000) square feet of improvements on the Property in accordance with and within the
. limitations established in the Scope of Development set forth in Exhibit ''B''.to the Disposition and
Development Agreement.
Section 3. This Agreement contains the entire understanding and agreement of the parties
with respect to its subject matter and supersedes all prior and contemporaneous agreements and
understandings.
Section 4.
This Agreement shall be governed by the laws of the State of California.
. SB2002:34712.\
CDC/2002-37
...
Section 5. In the event that anyone or more of the sentences, clauses, paragraphs or
sections contained herein is declared invalid, void or illegal, the same shall be deemed severable
from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining
phrases, sentences, clauses, paragraphs or sections contained herein.
Section 6. This Agreement may be. executed by the parties in counterparts, and when
executed by each of the parties, each counterpart shall be. deemed to bea part of the same instrument.
S82002:34712.1
CDC/2002-37
The parties hereto have caused this Agreement to be executed by their authorized
representatives as set' forth below.
By:
J
corporation
'1 't"-t-~;r1'd'd?
, Secretary
[SIGNATURES MUST BE NOTARIZED]
S82002:34712.1
CDC/2002-37
STATE OF CALIFORNIA
COUNTY OF
RIVERSIDE
SS.~~t2~
On
12/09/02
before me, AME L. STRAUSS
a Notary Public in and for said County and State, personally appeared
,
-----
personally known to me ( roved me on the basis of satisfactory evidence) to be the persor@whose
name~isoo subscribed to the within instrument and acknowledged to me that he/she~executed the
same in his/her /~ authorized capacity@ID, and that by his/her /mIDDsignature(Spon the instrument the
perso~or the entity upon behalf of which the person@acted, executed the instrument.
rJ t....M.... 'U. .. .....u..""l
@..~",,,!. AMEi:STRAUSS.....
"" ,.;;~ .; COMM. #1315517 -
:E '~;;., -. NOTARY PUBLIC-CALIFORNIA 2
~ '.';.0.... SAN BERNARDINO COUNiY ~
1....~!. ?~~~iSS:~~ .~~~~ July 29,2005 J
w....... 9 .... ~...T. TTf/\/AAi.,\/\6\&&M
STATE OF 8ALlFOF!I~IA Flb,zdlt,
COUNTY OF :J3rncuad
1110 100
.
SS.
before me, ~..J-hIAi I2f fJ1. J31unk.-
On
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), orthe entity upon behalf of which the person(s), acted, executed the instrument.
WITNESS my hand and official seal.
~. ,
. J';VL-f.17J f)[ &;J4C j'
JIIS:..
.~:'i~~
. :;..~
". .'~'
.;::~~c:,,~ ~
KATHERINe M. 6Ll1NK
MY CQMMIS:" ;') < GC 915522
EXPIRES ,,!,?,fcr. S, 2004
aonded Thru t-l'~(:-.:"i i'\:b~'!, Un<S.lIWrlters
\.",.
NOTARY2 -- 11' 17/94 AA
p,AAC]!:;L A:
THAT POR'J'ION OF SLaCKS 45 AlW 46, ANP THAT ITh1NDMBEREP r.0'I' APJOmING Br.OCK 46 ON 'l'RE
WEST OF T,HE :4ANDS OF IRVINGTON LAND lWD WATER COI"ll?ANY, AS PER P:HAT RECORDEjD IN BOOK 1,
RECORDS OF SURVEY, PAGE 32, RECORPS OF SAIP COUNTY; IN BOOK 3 OF MAPS, PAG~ 9, RECORDS
OF SAID COUNTY; AND SECTIONS 12 AND 13, TOWNSHIP 1 NORTH, RANGE 5 WEST. SAN BE~ARDINO
BASE ~D M~RIDIAN; SECTION lB. TOWNSHIP 1 NORTH. RANGE 4 ~EST. SAN BE~~DINO BASE AND
MER1DI~, ACCORDING 'l'0 TH~ ~XTENSION OF THE r.INES OF TWE OFFICIAr. GOVE~ENT SURVEY
BXTEiNDEP 1I\ITO THE MUSCUPIABB RANCHO, AI.L IN THE CIT',:' OF SAN BERN~PI~O COUNIj1'l OF S/'lN
aE~ARDJNO, STATE OF CALIFORNIA. LyING SOUT~ESTBRLY OF THE SOUTHWESTER~'l LINE OP THAT
CERTAIN pARCEL OF LAND, AS CONVEYED TO THE STATE OF CALIFORNIA BY PEED RECORDEP OCTOBER
.25, 1955, IN BOOK 3772. PAG"E: 93, OFFICIAL. RECORDS, AS INS'l'RtlMENT NO, 55, AS PARCE;L "B";
AND NORTHERJ..Y, NORTHEASTERLY AND EASTERLY OF THA'J' CERTAIN PARCEL OF LAND. AS CONVEYED
TO THE S~ BERN~JNO COUFTY FLOOD CONTROL DISTRICT BY DEED RECORDED JULy 27r 1948, IN
BOOK 2268. PAGE 146. OFFICIAL RECORDS; AND NOR~BERLY AND NORTHWESTERLY OF T~T CERTAIN
PARCEL OF LAND, AS CONVEYED TO SAID SAN BERNARDINO COUNTY F~OOD CONTROL DISTRICT BY
DEED RECORDED JULY 27, 1948, I~ BOOK 2266, PAGE 142. OFFICIAL RECORDS.
TOGETRER WITH THOSE PORTIONS OF OREGON AVENPE, PINE AVENUE. pIN~ AVEN~ AND ORANGE
AVENUE ~JOIN+NG PORTIO~S OF THE PROPB~TY HEREIN DESCRIBED, THAT WERE VACATED ~D
ABANDONED BY RESOLQTION OF THE BOARD OF SUPERVlSORS OF THE CO~TY OF SAN BERNARDINO.
PA'J'ED MAY 27. 1929. ON FILE IN THE SAN BERNARDINO COUNTY ROAD DEPARTMENT WHICH WOULD
PASS BY OP~RATION OF LAW WI~ THE LEGAL CONVEYANCE OF SAID PROPER~Y.
EXCEPTING THEREFROM ALL THAT pORTION THEREOF SHOWN AS PARCELS 1. 2, 3 AijD 4. AS PER
PLAT ATTACHED TO CERTIFlCATE OF COMPLIANCE FOR LOT LINE APJUSTMENT NO, 94-06. RECORDED
DECEMBER 14, 1994, AS INSTRUMENT NO. 94-493165, OFFICIAL RECORDS; REFERENCE BEING MADE
HEREIN FOR THE COMPLETE DESCRIPTION AS DESCRIBED IN SAID DOCUMENT,
pARCEL B'
PARCEL I, AS pER PLA~ ATTACHED TO CERTI~ICATE OF COMPLIANCE FOR r.O~ LINE ~JOSTMENT NO.
94-06, RECORDED DECEMBER 14, 1994, AS INSTRUMENT NO, 94-493165, O~FICIAL RECORDS. BEING
FURTaER DESCRIBED THEREIW AS FOLLOWS:
A PORTIO~ OF SECT!ON 12, TOWNSHIP 1 NORTH. RANG~ 5 WEST, SAN BERNARDINO BAS~ AND
M~RIDIAN; ~D SECTlON 7r TO~SHIP 1NORTE, RANGE 4 WEST, SAN BERNARDINO BASE AND
MERIDIAN. ~L IN THE CITY OF SAN BERNARDINO. CO~TY OF S~ BERNARDINO, STATE OF
C~IFO~IA, ACCORDING TO THE OFFICIAL GOVERNMENT PLAT TBEREOF BEING DESCRIBED AS
FOLLOWS,
BEGINNING A~ TBE INTERSECTION OF THE SOUTHWESTERLY L~NE OF T>>AT CERTAIN PARCEL OF LAND
AS CONVEYED TO T~E STATE OF CALIFORNIA BY DEED R~CORDED IN BOO~ 3772, PAGE 93, OFFICI~
RECORDS (INTERSTATE 215), AND T~E NORTHE~Y LINE OF THAT PARCE~ OF LAND CONVEYEp TO THE
SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 142,
OFFICIAL RECORDS (DEVIL CREE~ CHANNEL) ;
THEliTCE NORTH 35P 03r 35'1 WEST, 882.47 fEE':\.' ALONG SAID SOUTHWESTERLY LmE OF INTERSTATE
215 TO A POrN~ T~GENT TO A CURVE CONCAVE TO THE WEST, HAVING A RADIOS Ol~ 5909.00 FEET,
THROUGH A CENrRAL ANGLE O~ OlP 15' 41", AN ARC DISTANCE OF 129,30 FE~T TO ~HE TRUE
POINT OF BEGINNING FOR TH1S DESCRIPTION;
RFIIIIsTDO "-o~/12Ie~~~
, ''-' . . ..... '-' . L-<-J<-JL-
r'1V...=1t:.J"-f 1...=1
EScrow No: 22048229. K41
Loan No:
THENCE FROM SAIP TRUE rOINT OF BEGINNING ALO~G A CURvE CONCAV~ TO THE WEST. HAvING A
RADIUS OF 5909,00 FEET. THROUGH A CEN~RAL ~G~E OF 120 54' 33". AN ARC PISTANCE OF
1331.35 FEET, MORE OR LESS. TO THE INTERSECTION OF SAID SOUTHWESTERLY LINE OP
INTERSTATE 215 AND THE CE~TER LINE OF PINE AVENUE (VA~TED);
THENCE ALONG SAID CEN~ER ~1NE SOUTH 270 50' WEST. 369.87 FEET. MORE OR LESS, TO A POINT
I~ THE EASTERLY 11NB OF THAT PARCEL OF LAND CONVEYED TO THE SAN BBRNARDINO COUN~ FLOOD
CO~ROL DISTRICT BY OEED RBCORDED IN BOOK 2268. PAGE 146, OFPICI~ RECORDS (C~LE
CANYON FLOOD CONTROL CHANNEL) ;
THENCE ALONG SAIP EASTERLY ~INE. SOUTH 320 20' 25" EAST, 389.61 FEET. MORE OR LESS. TO
A POIN~ TANGENT TO A CURVE CONCAVE TO THE WEST. HAVING A RADIUS OF 2065.00 FEET.
THROUGH A CENTRAlJ ANGLE OF 210 30' 33", AN ARC DISTANCE OF 770.67 FgET;
THSNCE ALONG A CURVE CONCAVE TO THE SOUTH. HAVING A RADIUS OF 640.00 Fr;lET, IfHROUGI1 A
CENTRAL ANGLE OF 150 41' 17". AN ARC DISTANCE OF 175.24 FEET;
THENCE NORTH 230 22' 55" EAST, 240.00 FEET;
THENCE NORTH 540 56' 24" EAST, 390.11 FEET TO CLOSE ON TgE TRUE POINT OF BEGINNtNG.
RFINSTPO .-o~I'~I"~~k
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SB2002:34689.1
EXHIBIT "D"
CONSENT TO ASSIGNMENT
11
CDC/2002-37
CONSENT TO ASSIGNMENT OF
DISPOSITION AND DEVELOPMENT AGREEMENT
WHEREAS, the Redevelopment Agency of the CitY of San Bernardino (the
"Agency") and Premis Partners, a California limited partnership ("Premis Partners") entered into
that certain Disposition and Development Agreement dated November 7, 1996 (the "Disposition and
Development Agreement") pertaining to the disposition and development of certain real property
located within the State College Redevelopment Project Area of the City of San Bernardino,
California (the "Property"); and .
WHEREAS, the Disposition. and Development Agreement was subsequently
amended by Amendment.No. 1 on April 6, 1998; Amendment No.2 on May 3, 1999, and
Amendment No.3 on January 22, 2001 (said Disposition and Development Agreement as so
amended being hereinafter referred to as the "DDA"); and
WHEREAS, in 2001, Preinis Partners sold the Property to, and pursuant to that
certain Assignment of Disposition and Development Agreement dated February 7, 2001, assigned
all of its right, title and interest in and to the DDA to, Marvin and Lelia Jabin (herein, the
"Assignors"); and
WHEREAS, the Assignors now desire to sell the Property to MAPEl CORPORATION,
an Illinois corporation (herein, the "Assignee"); and
WHEREAS, in connection with the sale of the Property, Assignors desire to assign
all of their right, title and interest in and to the DDA to Assignee; and
WHEREAS, Assignee is willing to assume the duties, responsibilities and obligations
of the Assignors under the DDA, including but not limited to developing the Property as set forth
in Article III of the DDA; and
WHEREAS, Section 1.04 of the DDA provides that the DDA may not be assigned
without the prior written approval of the Agency; and
WHEREAS, Assignee has presented to the Agency evidence of its qualifications to
perform the duties and responsibilities and discharge the obligations imposed upon the developer
under the DDA and the Agency has approved Assignee's qualifications; and
WHEREAS, the Agency desires that the Property be developed by the Assignee.
S82002:34953.\
CDC/2002-37
NOW, THEREFORE, in consideration ofthe premises, the Agency hereby consents
to the assignment by the Assignor of all their right, title and interest in and to the DDA to the
Assignee.
Date:~/ 2002
APPROVED AS TO FORM AND
LEGAL CONTENT:
A~~f
SB2002:34953.\
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BE . AADINQ
/ .
By: