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HomeMy WebLinkAbout2006-059RESOLUTION NO. 2006-59 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A PARKS DEDICATION AND IMPROVEMENTS AGREEMENT WITH J. R. WATSON & ASSOCIATES DEVELOPMENT CO. FOR SIX PARKS AND TRAIL SYSTEMS. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. THAT THE MAYOR is hereby authorized to execute the Parks Dedication and Improvements Agreement (see Attachment "I" and incorporated herein) with J. R. Watson 9 10 11 12 13 & Associates Development Co. for parks dedication and improvements to six parks and trail systems. Such Agreement shall be effective only upon being fully executed by all parties. SECTION 2. This Amendment shall not take effect or become operative until fully signed and executed by the parties and no party shall be obligated hereunder until the time of 14 such full execution. No oral agreement, amendments, modifications or waivers are intended or 15 16 17 18 19 III authorized and shall not be implied from any act or course of conduct of any party. SECTION 3. This resolution is rescinded if the parties to the Agreement fail to execute it within sixty (60) days of the passage of the resolution. 20 III 21 22 23 24 25 26 27 28 2006-59 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE A PARKS DEDICATION AND IMPROVEMENTS AGREEMENT WITH J. R. WATSON & 3 ASSOCIATES DEVELOPMENT CO. FOR SIX PARKS AND TRAIL SYSTEMS. 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular 7 meeting thereof, held on the 21st February day of , 2006, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 ESTRADA x 10 LONGVILLE x 11 MC GINNIS x 12 13 DERRY x 14 KELLEY X 15 JOHNSON x 16 MC CAMMACK X 17 18 19 20 21 22 0flV1(Ll (J1(g(lt;)(2~ l'1PLIL{{ City Clerk " (J 'j/J./uk The foregoing resolution is hereby approved this /}'f da~,of February ,2006. 23 Approved as to 24 form and legal content: 25 26 27 J th Valles, Mayor C' y of San Bernardino JAMES F. PENMAN. City Attorney II . By: ;(;fJw;hjJ II (}:i!hJ:j) J 28 2006-59 ORIGINAL Attachment I PARKS DEDICATION AND IMPROVEMENTS AGREEMENT T~is Parks Dedication and Improvements Agreement ("Agreement") is entered into effective jiJ~:ti. ~/ ;::> , 2006 between the City of San Bernardino, a Municipal Corporation and Charter Ity ("City") and J. R. Watson & ASSOCiates Development Co., a Cahfornla CorporatIOn, which together with certain assignees and/or affiliated entities established for the express purpose of creating the developments described below, or any of them (collectively and individually, "Developer"). RECITALS 1. On May 6, 2003, the Planning Commission adopted the Mitigated Negative Declaration and Mitigation Monitoring Reporting Program and approved Tentative Tract No. 16509 (Subdivision No. 03-04) and Conditional Use Permit No. 03-06 based on the Finding of Fact contained in the Staff Report and Subject to the Conditions of Approval. The project is located on the northwestern side of North park Boulevard between University Parkway and Campus Parkway. The project is under construction in phases. 2. On November 10, 2004. thc Mayor and Common Council adopted Resolution No. 2004-306 approving Final Map for Subdivision Tract No. 16509, Unit 1 located on the northwest side of N0I1hpark Boulevard between University Parkway and Devil Creek Flood Control Channel. 3. On March 7, 2005, the Mayor and Common Council adopted Resolution No. 2005-59 for formation of the Northpark Boulevard and Campus Parkway area Landscape Maintenance Assessment District NO.1 036. 4. On May 16,2005, the Mayor and Common Council approved the Final Maps of Units 2 and 3 of Tract No. 16509 and approved Standard Fonn of Agreements for Subdivision Tract Nos. 16509-2 and 3 with University Park, LLC. 5. On Scptember 6, 2005, the Mayor and Common Coullcil approved the Final Maps of Unit 4 and of Tract No. 16509 and approved Standard Form of Agreements for Subdivision Tract Nos. 16509-4 with University Park, LLC. 6. On September 6,2005, the Mayor and Common Council approved the Final Maps of Unit 5 of Tract No. 16509 and approved Standard Fom1 of Agreements for Subdivision Tract Nos. 16509- 5 with University Park, LLC. 7. Regarding Pine Greenbelt Park: A. On September 3, 2005. the Common Council of the City of San Bemardino ("City") approved the sale of certain property more particularly described in Exhibit '"A" attached hereto ("Property") to J. R. Watson Development Co., and Pine Trails Partners, LLC pursuant to an approved form of purchase agreement ("Purchase Agreement"); and -1- 2006-59 Attachment I B. On December 20,2005, Pine Trails Partners, LLC acquired the Property in accordance with the terms of the Purchase Agreement; and C. The terms of the Purchase Agreement contemplated that the City and Developer would enter into a further agreement covering the additional agreements of the parties to construct a public park at a cost of not less than $200,000 and dedicate an interest in land with a value estimated at $75,000; and D. Development of the proposed park site would benefit the Developer of the adjacent residential projects; and E. The City would bene lit in the event approximately 2.2 acres of park were installed to service existing and future residents; and F. The Developer is proposing the dedication of an interest in land valued at approximately $75,000. 8. The City has established various development impact fees to offset the cost of development of City infrastructure, and has established building plan check fees, building inspection fees, and public works inspection fees to offset these services. 9. Development of the proposed sites as parks would benefit the Developer of the residential projects in the event the parks were under constmction, nearing completion, or completed while sale of the dwellings and leasing of commercial shops and stores were underway. 10. The City would benelit in the event approximately 16.6 acres of recreation facilities were installed to serve existing and future residents. The City would benefit in the event the developer installed the improvements to the parks now rather than having the sites developed at a future, yet to be detenllined, date. II. The proposed parks and recreation facilities are known as follows (but have not been officially named): Chancellors Park containing approximately 1.3 acres located in Tentative Tract Number 16509 (identified on Exhibit 1); Art Colony Park containing approximately 0.5 acres located in Tentative Tract Number 16509 (identified on Exhibit 2); Collegiate Park containing approximately 2.8 acres located in Tentative Tract Number 16509 (identified on Exhibit 3); Pine Greenbelt Park containing approximately 2.2 acres in Tentative Tract Numhcr 17716 and abutting Tentative Tract Number 17716 (identified on Exhibit 4); Westridge Park containing approximately 1.4 acres and identified as Lot A in Tentative Tract Number 16963 (Identified on Exhibit 5); Regency Park proposed to be increased from 2.4 to 2.8 acres located in Tentative Tract Number 16509 (identified on Exhibit 2); and University Trails (ineluding exercise facilities) containing approximately 5.6 acres located in Tentative Tract Number 16509. - 2 - 2006-59 Attachment 1 12. The Developer desires to increase the size of Regency Park from 2.4 acres (as illustrated on Exhibit 2) to approximately 2.8 acrcs. The proposed park (known as Rcgency Park) is located in approved Tentative Tract No. 16509. 13. The Developer dcsires to upgrade and/or expand the proposed recreation improvements to four parks and provide recreation improvements to an additional two parks, and memorialize the Developer's commitment to the City for a total of six parks and one associated recreation trail system. The estimated value ofland proposed to be dedicated to the City is $2,275,000 and the value of the Developer's proposed improvements being made to six parks and one associated recreation trail system is estimated to exceed $2,624,540. 14. The Developer is proposing the dedication of properties estimated to be valued in excess of $2,275,000 and proposing park and recreation improvements valued and costing in excess of $2,624,540 for a total value (guaranteed by the Developer to the City) in excess of$4,899,540. The improvements are proposed to be made to sites currently owned by the Developer and proposed to be dedicated for public parks and trails to the City, and sites currently owned by the Economic Development Agency, City's Water Department, State of California, and the Metropolitan Water District. The total acreage of sites proposed to be developed as parks and recreation facilities is approximately 16.6 acres. 15. The Developer is requesting credits against park, building, and plan check fees in the amount of $1,775,000 for dedication of land Cor Regency Park, and installation, construction, and completion of recreation improvements for Regency Park, Art Colony Park, Collegiate Park, Chancellors Park, and Pine Avenue Greenbelt Park only, and is not requesting credits for the park site identified as Westridge Park, University Park Trails, street tree planting. Sculpture Courtyard, and Univcrsityl1-215 Entry Beauti lication. 16. In exchange for dcdication ofland for Regency Park, and recreation improvemcnts for Regency Park, Art Colony Park, Collegiate Park, Chancellors Park and Pine A venue Greenbelt Park, the Devcloper is requesting a credit of approximately S I ,075,000 against payment 01' Park Fces (also known as Park Construction Fees) and a credit of approximately $700,000 against payment of residential and commcrcial Building Issuance Fees, Building Valuation (Building Permit) Fees, Building Plan Check Fees, Building Plan Check Model Fees, Plumbing Plan Check Fees, Electrical Plan Check Fees, Mechanical Plan Check Fees, and Planning (Review) Plan Check Fecs (collectively known as "Fees"). 17. The Developer has secured approval for construction of 159 homes and is processing applications for another approximately 308 homes for a total of approximately 467 homes at various locations in the nOl1h end of the City. The possible future park and various building fees applicable to these 467 homes may reach as much as $ 1,775,000, or approximately $3.80 I per dwelling. 18 The City is foregoing as much as $1.075,000 in park construction fees and as much as S700,000 in various building fees in exchange for a park site appraised at a market value 01'$1,750,000 and park and trail improvements having a minimum estimated value ofS922,540. In addition, - 3- 2006-59 Attachment 1 the City will be receiving additional park sites and improvements estimated to exceed a value of $1,702,000. The total value of the park sites and improvements is estimated to exceed $4,899,540, including $2,275,000 in land value and $2,624,540 in improvements. OPERATIVE PROVISIONS 1. Tern1: Unless earlier tern1inated as provided in this Agreement, this Agreement shall commence on the Effective Date and terminate 12 years after commencement of this Agreement. 2. Design and Construction of Improvements: Developer shall use its best reasonable efforts to complete the improvements ("Improvements") in accordance with the schedule identified in paragraph 3 below, and in accordance with the estimated value of improvements identified in Exhibit 6 of this Agreement. The plans and specifications for the Improvements shall be designed, constructed and installed subject to the review and approval of the City Engineer in his/her sole discretion. The Improvements shall be designed, installed. constructed, and completed to the satisfaction of the City Engineer and Parks, Recreation and Community Services Director. In the event a vehicle parking lot is constructed and completed in a park site by the Developer in accordance with construction plans approved by the City Engineer, said vehicle parking lot shall be considered an Improvement. In the event parkway ilTigation and landscape are constructed and completed in parkway(s) abutting a park site in accordance with plans approved by the City Engineer, said inigation and landscape shall be considered an Improvement. In the event perimeter walls are constructed and completed in a park site by the Developer in accordance with constmction plans approved by the City Engineer, said walls shall be considered an Improvement. 3. Coordination and Completion ofTmprovements: The Improvements to Chancellors Park and Regency Park shall be coordinated with the City and completed by the Developer prior to December 3 I, 2006. The Improvements to Collegian Park shall be coordinated with the City and completed by the Developer prior to December 3 I, 2006. The Improvements to Art Colony Park shall be coordinated with the City and completed by the Developer prior to December 30, 2007. The Improvcments to Pine Avenue Greenbelt rcquire secruing approval from San Gabriel Valley Water District and MWD and shall be coordinated with the City and are anticipated to be completed by the Developer prior to December 31. 2007. The Improvements for Westridge Park shall be coordinated with the City and completed by the Developer prior to December 31, 2008. The Completion dates specified herein are best estimates, which the Devcloper shall work diligently to meet. Notwithstanding the foregoing, the action or inaction of various governmental entities, availability of labor and materials, the weather and other actions or forces outside of the control of Developer (collectively and individually, "Events of Force Majeure") may cause delays that would have the effect of making the dates for performance specified above unrealistic. The dates for performance specified above shall be extended in the case that an Event of Force Majeure occurs for the loss of time occasioned by the Event of Force Majeure. Developer shall notify the City in the case that an Event of Force Majeure occurs. - 4- 2006-59 Attachment 1 4. Permits: The Developer shall secure the required pemlits for Improvements to the park sites. The City shall not charge the Developer the cost of plan check and inspection. 5. Site Dedication: Park sites and trails system identified in this Agreement to be dedicated to the City shall be dedicated to the City free and clear of liens prior to the City's acceptance of Improvements on each site and/or trail system. 6. Credits: In exchange for dedication of land for Regency Park, and installation of recreation improvements for Regency Parle Collegiate Park, Chancellors Park and Pine A venue Greenbelt Park, the Developer shall be credited and/or reimbursed credits 01' approximately $1,075,000 against Park Fees (also commonly known as Park Construction Fees) and credited and/or reimbursed approximately $7UU,OUO against residential and commercial Building Issuance Fees, Building Valuation (Building Pernlit) Fees, Building Plan Check Fees, Building Plan Check Model Fees, Plumbing Plan Check Fees, Electrical Plan Check Fees, Mechanical Plan Check Fees, and Planning (Review) Plan Check Fees (collectively known as "Fees"), provided the Developer has completed construction of the Improvements to the satisfaction of the City Engineer and in compliance with the temlS of this Agreement. 7. Total Amount of Credits: The total amount of said credits and/or reimbursements granted to the Developer shall be $1,775,000 for dedication of the park sites and the installation, construction, and completion of Improvements. 8. Term of Credit Obligation: The City's obligation, under this Agreement, to credit the Developer for the completed Improvements shall continue for a period of twelve (12) years from the Effective Date of this Agreement, unless the obligation is sooner satisfied by credit or reimbursement of Fees in the full amount of $1 ,775,UOO to the Developer under this Agreement. After such twelvc-year period or credit in full, whichever occurs tirst, the City's obligation to credit or reimburse the Developer shall tenninate. 9. ShOlifall of Credits: The City's maximum obligation to credit the Developer shall not exceed $ 1,775,000. In the event Fees levied on the development of the Projects do not exceed $ 1,775,000 during the tenll of this Agreement, the City shall not reimburse or credit the di fference to the Developer. 10. Fces in Excess of Credits: In the cvcnt Fees levicd on the Developments exceed $1,775,000 during the tenn of this Agreement, the City shall not reimburse or credit the difference to the Developer. The Developer shall be responsible and shall pay to the City any Fees levied on the development of the Projects, which exceed $1,775,000. 11. Proiects: The Developer shall be credited and/or reimbursed credits in an amount not to exceed $1,775,000 in Fees towards the Developer's (or Developer's builder(s)) required payments of said Fees applicable to Tentative Tract Nos. 16509, 16963, 17703, 17699, 17716 (and an adjoining portion of APN 0151-241-16) and other projects located in the City of San Bernardino and developed by Developer. (hereafter collectively known as "Projects"). - 5 - 2006-59 Attachment I 12. Auditable Payments to Third Parties: The Deyeloper shall pay a minimum of$2,624,540 to third parties in auditable payments for improvements to the six park sites and trail systems. The Developer shall submit receipts and/or other evidence verifying said expenditurcs to the City Engineer and Parks, Rccreation and Community Services Director. Verification may include receipts, certification of payments, and certification of costs or value submitted by a liccnsed civil engineer and/or licensed landscape architect. Exhibit 6 identifies the Developer's estimatcd expenditures for Improvcments to each of the six park sites and trail systems, which totals a minimum of$2,624,540, including $910,000 in previously agreed site and recreation improvements and $1,714,540 in Developer's proposed additional cxpenditures for site and recreation improvements. The value of Improvements for each park that the Developer is receiving credits to complete may deviate from the estimated "Developer's Requested Credits for Site & Recreation" Improvements identified in Exhibit 6. Nevertheless, the total of the Developer's expcnditures (Auditablc Payments to Third Parties) shall exceed $ 1 ,582,540 for Improvements to Chancellors, Art Colony, Collegian, Pine Greenbelt, and Regency Parks. 13. Bids and Contracts: Developer shall be solely responsible for sccuring appropriate bids and awarding the contract(s) for construction and installation of Improvements in compliance with all applicable federal, statc and local laws. Developer shall defend, indemnify and hold City and their c1ccted officials, officers, agents and employees frec and hallllless from any and all claims, actions or liability whatsoever, including attorney's fees and court costs, arising out of or in connection with Developer's construction of the Improvements. 14. Inspection: The City shall have the right at all times to inspect the construction of the Improvements and all other improvements to the street right-of-way and abutting property to measure compliance with approved City plans and specifications, and standards of the City Engineer. 15. Expansion of Regency Park: Developer is approved to reconfigure Regency Park to expand the lot area from 2.4 acres (as illustrated on Exhibit 2) to 2.8 acres. It is acknowledged by City that curb, gutter, sidewalk, and street improvements to Northpark Boulevard and Valles Way, which abut proposed Regency Park, have added to the market value of the park site; however, the cost of said improvements shall not be counted as Improvements for which the Developer shall receive credit. 16. Indemnification: (a) With respect to the Developer's perfonnance as provided in this Agreement, the Developer shall defend, indemnify and hold the City and its elected ofticIals, ortlcers and employees free and harmless from any loss, cost or liability (including, without limitation, liability from injury to persons, including wrongful death and worker's compensation claims or damage to property) arising from or related to (i) any obligation of the Developcr which arises from the development of the park sites including, without limitation, obligations for the payment of money for material or labor, (ii) any failure on thc part of the Developer to takc any action which it is - 6- 2006-59 Attachment 1 required to take as provided in the Agreement, (iii) any action taken by the Developer which it is prohibited from taking as provided in the Agreement, (iv) any willful or negligent act or omission of the Developer, or (v) any legal challenge to the City's actions in approving or implementing this Agreement. (b) Included in the scope of the foregoing indemnification will be all damages and claims for damages which are suffered or alleged to have been suffered by reason of the matters which are the suhject to the applicable indemnification and all of the associated legal fees and court costs (but not internal costs). Without limiting the effect of the foregoing, the Developer will have the right to delend against eny claim with respect to which it is indeml1l fying the City, using legal counsel of its choice. The City will cooperatc with the Developer and will give the Developer its full support in connection with any claim with respect to which thc Developer is indemni fying the City. (c) Developer shall require all persons doing work on grading, including their contractors and subcontractors, to obtain and maintain insurance of the types and in the amounts described below in a fom1 and with carriers satisfactory to City. 1. Commercial General Liability Insurance: Occurrence version commercial general liability insurance or equivalent form with a limit of not less than $1,000,000 each occurrence shall be maintained. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. Such insurance shall: i) Namc City, its elected officials, officers, employees and agents as additional insureds with respect to performance of this .^,grecment The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed insureds. ii) Be primary with respect to any insurance or selt~insurance programs covering City, its elected officials, officers, employees allll agents iii) Contain standard separation of insureds provisions. 2. Business Automobile Liabilitv Insurance: Business automobile liability insurance or equivalent fom1 with a limit of not less than $500,000 each accident shall be maintained. Such insurance shall include coverage for owned, hired, and non-owned automobiles. 3 . Workers' Compensation Insurance: Workers' compensation insurance with statutory limits and employers liability insurance with limits of not less than S I ,000,000 each accident shall be maintained. - 7 - 2006-59 Attachment 1 4. Other Insurance Requirements: Developer shall: i) Prior to taking any actions under this Agreement, fU111ish City with properly executed certificates of insurance which shall clearly evidence all insurance required in this Section and provide that such insurance shall not be modified or canceled, without the prior written consent of the City. 17. Prevailing Wages: Developer is aware of the requirements of California Labor Code Sections 1770 et. ~., which require the payment of prevailing wage rates for Developer's contracts with its contractor(s) to construct the Improvements in accordance with a public works contract as defined in Sections 1720 and 1720.2 of the California Labor Code. The Developer and City agrcc that the park site (identified as Lot A on Tract Map No. 16457) is not a part of the development of the abutting street rights-of-way and abutting pri vate property. The Developer agrees that thc Improvements to the sites of Regency Park, Art Colony Park, Collegiate Park, Chancellors Park, and Pine Greenbelt Park shall be deemed a public works project as defined in the California Labor Code. The Developer shall pay and cause its subcontractors to pay prevailing wage for the Improvements within the park site. Developer agrees to defend, indemnify and hold City, its elected officials, officers, and agents harmless from any claim or liability including, without limitation, attorney's fees and court costs, arising from any failure or alleged failure to comply with these provisions of the Cali fornia Labor Codc. Developer is not requcsting credit for dedication ofland and improvements to Westridge Park, trails outside of sites for parks, street trce planting, Sculpture Courtyard, and University"I-215 13eautllication; and, said improvements shall not bc considered public works projects. 18. Contractor Licenses: All work perfonned on the Improvements shall be done only by contractors licensed in the State of California and holding business licensees in the City of San Bernardino, and qualified to perform the type of work required. 19. Acceptance of Work: Upon completion of the Improvements to the satisfaction of City, the Improvements and the park site right-of-way in the ownership of the Developer shall be presented to the San Bemardino Common Council for dedication and acceptance, and for authorization to file a Notice of Completion. The Common Council may accept the Improvements if it determines that the Improvements were constmcted in accordance with the approved plans, specifications and contract documents, that they operate satisfactorily, and that all other requirements of the Agrecment have been satisfied. Upon acceptance of the Improvements, Developer shall assign to City all of Developer's rights and remedies, including walTanties, as set f0l1h in the approved contract documents that City wOltld have had ifCity itself had cngaged Developer's contractor to construct the Improvements. - 8 - 2006-59 Attachment I 20. Liability for Work Prior to Fomlal Acceptance: Until the Common Council has formally accepted the Improvements, Developer shall be solely responsible for all damage to the work caused by or arising out of Developer's or its contractor's or subcontractor's negligent acts or omissions, and for all damages or injuries to any person or property at the work site caused by or arising out of Developer's or its contractor's or subcontractor's negligent acts or omissions, except damage or injury due to the negligence of City, its agents or employees. 21. Guarantee: Developer shall post a warranty bond for the entire site in forrn and content acceptable to the City, guarantee all work and materials for the Improvements to be fi'ee from all defects due to faulty materials or workmanship for a period of one (1) year after the date of formal acceptance of the work by City. 22. Record Drawings: Prior to acceptance of the Improvements by the Common Council, Developer shall provide City with three (3) copies ofrecord drawings with certification as to accuracy and completeness by an engineer and/or landscape architect licensed in the State of California. The City shall not be responsible for insUling the completeness and accuracy of the record drawings. 23. Ownership of the Improvements: From and after acceptance of the Improvements by formal action of the Common Council, ownership of the Improvements shall be vested exclusively in City. 24. Default by Developer: [1' the Developer fails to perforrn any of its obligations as provided in the Agreement and fails to cure its nonperformance within 30 days after written notice of nonperformance is given by the City, then the Developer shall be in default and the City shall have all remedies which are available to it at law or in equity; provided, however that if the nature of Developer's failure to comply or perform is such that it cannot reasonable be cured within 30 days, then thc Developer will not be in default if it immediately commences and thereafter diligently continues to cure its failure. 25. Default by City: If the City fails to perform any of its obligations as provided in the Agreement and fails to cure its nonperforrnance within 30 days after written notice of nonperformance is given by the Developer, then the City shall be in default and the Developer shall have all remedies which are available to it at law or in equity; provided, however that if the nature of City's failure to perform is such that it carmot reasonable be cured within 30 days, then the City shall not be in default if it immediately commences and thereafter diligently continues to cure its failure. 26. Negation of Agencv .Ioint Venture or Partnership: The parties acknowledge that in entering into this Agreement, they are acting as independent entities and not as agents of the other in any respect. The parties hereby renounce the existence of any forrn of joint venture or pal1nership among or betwccn them and agree that nothing in this Agreement will be construed as making them joint ventures or partners. - 9- 2006-59 Attach men t 1 27. Notices and Other Communications: All notices or other communications which are required or permitted to be given to the parties shall be in writing and shall be given either hy personal service or by mailing the same certified or registered mail, postage prepaid, return receipt requested, or overnight mail delivery service, addressed as follows: CITY City of San Bernardino 300 North D Street San Bernardino, CA 92418 Attn: Director of Development Services DEVELOPER .f.R.Watson & Associates Development Co. 101 North Main Street, Suite A Seal Beach, CA 90740 Addresses, to which notices or other communications may be delivered, may be changed from time to time by written notice, which is given as provided in this paragraph 27. 28. Estoppel Certificates: At the request of either party, the other party will, within 10 days, certify in writing that, to the best of its knowledge, (a) this Agreement has not been amended or modified. except as expressly provided in that estoppel certificate and (b) no default in the performance of the requesting party's obligations as provided in this Agrccment exists, except as is expressly provided in that estoppel certificate. 29. Applicable Law: This Agreement will bc construed and enforced as provided in California law. 30. Supersedin~ State or Federal Law: If any state or federal Jawor regulation which is enacted or adopted after the Effective Date or any other action of any governmental entity which is not under the City's control, prevents or precludes compliancc with any provision oflhis Agreement, then that provision of this Agreement shall bc modificd or suspended only to the extent and for the time necessary to achieve compliance with that law, rcgulation or other governmcntal action and the remaining provisions of this Agreement shall continue in full force and effect and the pm1ies shall negotiate in good faith for such amendments to this Agreement as may be necessary to achieve its intent, notwithstanding the existence of such state or federal law or regulation or other governmental action. On the repeal of any such law, regulation or other governmental action or on the occurrence of any othcr circumstance which removes the effect of the same on this Agreement, the provisions of the Agreement shall be automatically restored to their full original effect and any amendment to this Agreement which the parties have entered into as a result of any sucl, law, regulation or other governmental action, shall terminate. 31. Venue: Any legal action with respect to this Agreement shall be brought in San Bernardino County Superior Court or in the United States District Court for the Central District of California. - to- 2006-59 Attachment I 32. Attornevs' Fecs: Iflegal action is taken to enforce or interpret any provision ofthis Agreement. then the prevailing party in that action shall be entitled to recover from the losing party all attorncys' fees, court costs and necessary disbursements in connection with that action. The costs, salaries and expenses of the City Attorney, and members of his office, in connection with that action shall be considered as attorney's fees for the purpose of this Agreement. 33. Paragraph Headings: The paragraph headings of this Agreement are for convenience only and are not a part of and are not intended to govern, limit or aid in the interpretation of any provision of this Agreement. 34. Construction: In all cases, the language in this Agreement will be construed simply, according to its fair meaning and not strictly for or against either party, it being agreed that the parties or their agents have participated in the prcparation of this Agreement. 35. Survival: Each and every covenant in this Agreement shall survive the execution and delivery of this Agreement for the bcnefit of the parties. 36. Calendar Periods: All references in thiS Agreement to "years", "quarters", "months" and "days" will be deemed to be references to calendar years, quarters, months, and days. 37. Sevcrabilitv: Every provision of this Agreement is and shall be construed to be a separate and independent covenant. Without limiting the effect of paragraph 30, if any provision of this Agreement or the application of the same is, to any extent, found to be invalid or uncnforceable, then the remainder of this Agreement or the application of that provision to circumstances other than those to which it is invalid or unenforceable, will not be affected by the same and that provision of this Agreement shall be valid and shall be enforced to the extent permitted by the law and thc partics will negotiate in good faith for such amendments to this Agreement as may be necessary to achievc its intent, notwithstanding such invalidity or unenforceability. 38. Covenant of Good Faith: In exercising their rights and in perfonning their obligations as provided in this Agreement, the partics shall cooperate with one another in good faith, so thc intent ofthis Agreement can be attained. 39. Countcrparts: This Agreement may be cxecuted in counterparts, each of which shall be deemcd to bc an original for all purposes and all such counterparts will constitute one and the same agreement. 40. Incorporation of Recitals: The "Recitals" in this Agreement are material and are incmporated by reference as though fully set forth hereof 41. Exhibits: The Exhibits to this Agreement are incorporated by reference as though fully set forth herein. -11- 2006-59 Attachment 1 42. Amendment: No amendment or waiver of any term of this Agreement shall be binding on the City unless in writing and until it has been approved and execnted by the City, or on the Developer unless and until it has been executed by the Developer. 43. Assignment: This Agreement shall not be assigned without the written consent of the parties hereto, and any assignment without such written consent shall be void and inefTective. 44. Time of Essence: Time is of the essence of this Agreement. SIGNATURES FOLLOW - t2- 2006-59 PARKS DEDICATION AND IMPROVEMENTS AGREEMENT CITY OF SAN BER!\'ARDINO By: APPROVED AS TO FORM AND LEGAL CONTENT: By: -f1ClGhp} Cl a,te R hel Clark, City Clerk cfJ(j sda11~~a)Jtprd~ James F. Penman, City Attorney / (t&tD By: DEVELOPER J.R. Watson & Associates Development Co., A California corporation By 1).0 NanlC: Title: --f M4. (~ - 13 - - .... :c .- -= >< r;.l ", 2006-59 ~.~ ~ ::::::~;j~:.:; ..... 0.0"'.....,., ;: ;::~~~...~~ ~ ...~~...;::-- ~:;~~~~~ iIIl~ ... o " => o c " o c ~ ~ " " ~ c ~ ,,< en ~ --0 0", ~ <::> _x_ __ cO LH-- .- ~ C "," N" U ~:::::II~ !i~ c;::> -...~ g "N~ ~<::> ~ ~ a> ~~ ~"C ~"" a>V1 '" - I: - l~~ I~- II .:. :\ :1 '" I 150:: I:~ 1"'- . . 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" " 00C/J N ;., E ~ -00. ~ 2 -go. 2.(;; ;j~ Q " ~~q .- u " ;., o~ ~"'O ,:: E ~ " 0.<= o c <5 8 "'O~-g o - > ~ 2 t; 0."- 0.0 <'j"U " > .- u oel ~ >, c~ 2"2 <!2 o ..::.:: .;; ~ ~ 0. " Q - -5 ~ ~~ > '" 0 '" .c C~f-< V"'l ~, r-~:.:: v:;~ '0 S:! ~:O " 0 -;;"- ;;.. ~ tiE -'" ~ u E ; ~ 0 '" ;., -0 ~ 2 -;; ;; "" ~ ~ .2 0 o.c g--g 2 ~ o 0 ~ 0. " 0 ~v u > " ~ ",<:l t"'iE 211 o c ~~ o 2006-59 Allan E. Gluck, MAL Real Estate Appraisal and Consultation Attachment 2 ------------------.-----.-------.---.----.--.-.------------- September 1, 2005 Watson & Associates 101 North Main Street Seal Beach, CA 90740 RE: Lot A, Tract 16509 San Bernardino, CA 92407 Dear Madame and Sir, Pursuant to the request of Mr. Charles Shumaker, Esq., the following provides my objective, independent estimate of the current market value of the above referenced property. The report provides the estimated value of the subject based on its underlying zoning of RL and in a finished state. The valuation is of the subject in two configurations, one as a 2.4- acre site subdivided into 7 lots, and one as a 2.9-acre site subdivided into 9 lots. It is not appraised with its current state designated Open Space, partially finished, and a single parcel. Based on these and the attached assumption and limiting conditions, as of the effective date of the appraisal, the estimated value of the subject, is: As a 2.4-acre site subdivided into 7 lots As a 2.9-acre site subdivided into 9 lots $1,750,000 $2,250,000 Conditions of the Appraisal The purpose of the following report is to provide my estimate of the current market value of the fee simple interest in the above referenced property, based on several key assumptions as indicated below. It is my understanding that this appraisal is being prepared on the behalf of Watson & Associates as part of a request to the City of San Bernardino for credits for certain matters. Given the limiting assumptions of the analysis and its associated, restricted application, the only intended users of the report are the developer and representatives of the City of San Bernardino. The appraiser is not responsible for unauthorized use of the report. It is my intent that the appraisal meets the requirements of the Uniform Standards of Professional Appraisal Practice (USPAP), In the nomenclature of the USPAP the report is a Complete Appraisal and Summary Report, meaning that it incorporates all techniques commonly used in the valuation of properties such as the subject, with the results provided in a concise format. 9854 National Boulevard, No. 24.9 Los Angeles, CA 90034-2713 Alla nldG lu ckV a luat 10 n. co m Phone 310.287.0705 Fax 310.287.0703 2006-59 Atlan E. GLuck, MAl 2 Lot A, Tract i 6509 This appraisal is subject to the general Assumptions and Limiting Conditions included in the Addenda. In addition, they are several key assumptions and limiting conditions, as indicated below. These assumptions are associated with the desire of the intended users of the report for the valuation of the subject as if it had been part of the approval of the greater University Park project. 1. While the subject is zoned PP, Open Space, and is designated to be a Neighborhood Park in the approved tract map of which it is a part, it is appraised as if it were designated RL, its underlying zoning. This assumption is consistent with the expectations indicated by Mr. James Funk, Planning Director for the City of San Bernardino, and a primary Intended User of the report. Thus, treating the subject as being zoned RL is consistent with its underlying zoning designation and with the expectations of the intended users of the report. 2. The subject is appraised as if it is a finished site. At the present time the subject, along with the project of which it is a part, is being graded, such that the subject will shortly be in a finished state. Consistent with this assumption the property is appraised as subdivided into 7 lots. The effective date of the appraisal is August 13, 2005, the date the property was inspected. The date of the report reflects the period in which the report was prepared, represented here by the date of transmittal, which is September 1, 2005. No one outside the appraiser signing this report provided material assistance in compiling information utilized in the appraisal. The scope of this analysis includes curbside inspection of the subject and comparable sales, use of public records and in-house commercial databases, and an estimate of the value of the subject using the Sales Comparison Approach. The Cost Approach and Income Approach were omitted from the analysis: a typical buyer of properties such as the subject would not utilize the Cost Approach or Income Approach in their investment decision. The information provided by others is assumed to be accurate. Overview The subject property is in the central portions of a residential subdivision known as University Park, which is to have 157 high end homes, retail facilities and open space. The project is at the main entrance to California State University San Bernardino, in a community historically known as Verde mont, in the northeasterly most portions of the city San Bernardino, a relatively rural area know for the University, its attractive setting, and its relatively upscale homes. The subject is designated as a park as part of the University Park plan, but could be amenable to a small tract based on its underlying zoning, the basis for the following valuation. 2006-59 AHem E. Gluck, MAl 3 LotA, Tract 16509 Pi.....",] u";,,,'..,hj 1>,.,....'. ~I"....l;.' Pb.. 11...."'1.,..0. ~ ~ DV",,'e',.;'rl);''';<1 Uni'"l"r:oity Distrkt SI'Cdfi\.. PlulI City O! Stln Bernardino I'T!IIE;.'" L_,...... f,~"". ~ '\,'riAlt'lto..,,,,r.tl'h,,(V,,,,,,,,,,,'f),,,,...., Ot;(I,,,....;;,) 1)..,..", CniVl:rsil)' Disrrj('t SpL-.:ilil; Plan City lit' San Uetnardino fTj~':"::" h":...:!_ Verdemont and University District The subject is located in northeasterly corner of the city of San Bernardino, in an area variously known as Verdemont and the University District. In general the central, developed portions of the city of San Bernardino are to the south, while the area to the north, east and west is relatively undeveloped. The mountains of the San Bernardino National Forest provides a dramatic backdrop to the east. The Glen Helen Regional Park is to the northwest. Highway 215 extends diagonally north-south through the area, providing direct access to central San Bernardino County and Riverside County to the south, Rail lines are parallel to the freeway, with an industrial district along the highway's west side. The area is known for its rural, relatively upscale housing, along with several notable community facilities. Located in the community is the Western Headquarters of the Little League, with the area the site of the first Little League team west of the Mississippi. As mentioned, the area is known for the presence of California State University at San Bernardino, one of two public comprehensive universities serving the Inland Empire. This year it's 415-acre campus is celebrating the school's 40th anniversary. It currently has an enrollment of approximately 16,000, expected to grow to 20,000, The subject is at the main entrance to the University, off University Parkway on the way to the freeway. Given the importance of the University to the community the City has created a draft Specific Plan for the area, as indicated on the attached map. The subject is in zip code area 92407, with the characteristics of the area depicted in the following table, the information obtained from the Internet site Sperling's Best Places. 2006-59 Atlan E. Gluck, MAl 4 Lot A, Tract 16509 Zip Code Area 92407 Characteristics Source: Sperlinc(s Best Places Amount of Difference % Difference ZiD 92407 Metro area National Met~o National Mm2 ~ Demographics Neighborhood type Suburban Suburban Population 55.175 3.655.718 281.522.000 Population density 608.2 1,323.30 79.6 715 -529 54% -664% Percent male 50.30% 51.00% 49.10% 0.70% -1.20% 1% -2% Percent femaLe 49.70% 49.00% 50.90% -0.70% 1.20% -1% 2% Median age 29.7 34.L~ 37.6 4.7 7.9 14% 21% People per household 3.2 3 2.6 -0.2 "0.6 -7% -23% Percent married 51.90% 56.00% 58.30% 4.1% 6,4% 7% 11% Percent single 48.10% 44.00% 41.60% -4.1% -6.5% -9% -16% Median household income $43.028 $45,343 $41.994 2.315 -1,034 5% -2% AV9_ income per capita $15.891 $20.948 $21.587 5.057 5.696 24% 26% Crime Violent crime risk index 7 5.4 .3 -2 -4 .,.30% -133% Property crime risk index 7 5.4 3.2 -2 -4 -30% -119% Housing Median home value $248.700 $321,700 $185,400 $73.000 -$63.300 23% -34% Median age of homes 19 15.5 27.8 -4 9 -23% 32% Home appreciation percent 29.80% 29.60o/<l 12.30% -0:2% -17.5% -'1% -142% Percent owning home 52.60% 53.90% 63.40% 1.3O/ll 10.8% 2% 17% Percent renting home 39.60% 27.20% 21.70% -12.4% -17.9% '46%. -82% Percent vacancies 7.70% 18.90% 14.80% 11.2% 7.1% 59% '48% Percent commuting by bus 2.40% 0,60% 2.00% -1.8% -0.4% -300% -20% Percent commuting by carpool 15.90% 17.10% 14.60% 1.2% -1.3% 7% -9% Percent commuting by auto 74.60% 72.40% 71.60% -2.2% ~3:0% -3% ':"4% Percent working from home 3.30% 3.50% 5.60% 0.2% 2.3% 6% 41% Education Percent HS graduates 73.30% 76.10% 80.40% 2.8% 7.1% 4% 9% Percent wi 2 year degree 6.80% 11.60% 8.20% 4.8% 1.4% 41% 17% Percent w/4 year degree 10.80% 15.40% 14.90% 4.6% 4.1% 30% 28% Percent wi graduate degree 5.50% 7.90% 7.00% 2.4% 1.5% 30% 21% Expenditures per student $5.180 $4.925 $5.896 -$255 $716 -5% 12% Students per teacher 21.2 20.8 16 0 -5 '2% -33% Students per librarian 4,064 6.558.60 934 2.495 -3.130 38% -335% Students per counselor 596 1.082.70 560.5 489 -34 45% ':"6% Economy Unemployment rate 6.90% 5% 5.40% -1.9% -1.5% -38% -28% Recent job growth 3.601)/1) 3,60% 1.80% 0.0% -1.8% 0% -100% Future job growth 20.60%, 22.10% 10.50% 1.5% -10.1% 7% -96% Sates tax 7.80% 7.30% 5.60% -0.5% -2.2% -7% -39% Income tax 6% 6.00% 5.00% 0.0% -1.0% 0% -20% Cost of living index 106.9 122.4 100 16 -7 13% -7% Health Airquality 11 11.9 47.9 0.9 36.9 8% 77% Watershed quality 48 48.9 54.2 0.9 6.2 2% 11% Physicians per capita 168.4 144 168.5 -24.4 0.1 -17% 0% Health cost index 136.2 127.2 100 -9 -36 -7% -36% UV index 5.7 5.7 4.3 0.0 -1.4 0% -33% Climate Altitude 4.872 1.741.50 1.057.80 -3.131 -3.814 -180% -361% Rainfall (inches annually) 30.6 11.7 38.8 -18,9 8.2 -162% 21% Snowfall {inches annuaLlyl 5.7 2.3 24.4 -3.4 18.7 -148% 77% January avg. low temp. 39.8 38 21.6 -1.8 -18.2 -5% -84% July avg. high temp 92.2 976 86.4 5.4 -5.8 6% -7% Days of precipitation annually 33 34.6 112.5 1.6 79.5 5% 71% Days mostly sunny annually 283 278.2 204.9 -4.8 -78,1 -2% -38% Comfort index 25 22.1 44.2 -2.9 19.2 -13% 43% 2006-59 _~Uan E. Gl.uck. M.~l 5 Lot A. Tract 16509 The following table tracks changes in average single family home prices in zip code area 92407. where the subject is located. in comparison to prices in the City and County of San Bernardino, and the counties of Riverside and Los Angeles. The information was obtained from First American Title. Averaae SinCIle Familv Residence Sale Price Price Change Median Loan Median Sale Median Median Price From 1 Year Comparisonto' Number of Median Loan to Sales Price Year Price Square Feet Per Square Foot Previous 2005 Price Sales Amount Ratio Zip 92407 1996 $85.000 0 $0.00 -9.60% 247% 1.269 $85,429 99.30% 1997 $84.000 1.219 $54.86 -1.20% 251% 1.50B $80.653 99.50'% 1998 $86.500 1.185 $62.21 3.00% 241% 1.516 $87.455 99.40% 1999 $92.500 996 $76.34 6.90% 219% 1.087 $93.231 99.20% 2000 $97.000 1.291 $66.25 4.90% 204% 1.067 $94.652 99.20% 2001 $120.750 1.166 $63.60 24.50% 144% 924 $113.940 98.40% 2002 $128.000 1,276 $98.83 6.00% 130% 1.146 $124.939 97.00% 2003 $160.000 1.367 $114.00 25.00% 84% 1.120 $147.225 90.00% 2004 $237.000 1.626 $141.67 48.10% 24% 1.233 $196.358 80.00% 2005 $295.000 1.685 $171.61 24.50% 0% 722 $239.200 80.00% City of San Bernardino 1996 $74.692 1.025 $58.78 -3.60% 239% 5.069 $72.955 99.60% 1997 $74.000 1,109 $52.41 _0.900/4 242% 6.305 $72.230 99.70% 1998 $76.191 1.128 $55.16 3.00% 232% 6.087 $75.980 99.60% 1999 $80.653 988 $56.71 5.90% 214% 4.462 $80.000 99.20% 2000 $87.000 1.159 $57.90 7.90% 191% 4.556 $85.853 99.20% 2001 $100.000 1.134 $59.07 14.90% 153% 3.427 $94.516 98.50% 2002 $107.134 1.174 $91.65 7.10% 136% 4.709 . $1 03.377 97.60% 2003 $135.000 1.230 $108.93 26.000,.& 87% 4.616 $124.000 94:20% 2004 $190.000 1.295 $141.29 40;70% 33% 4.683 $163.000 80.00% 2005 $253.000 1.338 $182.31 33.20% 0% 2.886 $205.700 80.00% County of San Bernardino 1996 $99.500 1.377 $53.92 -7.00% 217% 41.977 $97.597 98.20% 1997 $98.500 1,401 $66.30 .1.00% 220% 47.387 $97.198 98.60% 1998 $100.000 1.446 $67.69 1.50% 215% 47.014 $101.000 98'.20% 1999 $110.000 2,040 $84.28 10.00% 186% 39.634 $109.100 98.30% 2000 $120,000 1,829 $85.69 9.10% 163% 36,377 $117,035 95.70% 2001 $145.000 1.506 $77.17 20.80% 117% 32.372 $132.000 95.00% 2002 $155.000 1.456 $105.10 6.90% 103% 41.838 $142.759 90.00% 2003 $190.100 1.583 $121.09 22.70% 66% 45.344 $168.702 80.00% 2004 $255.000 1,864 $141.72 34.10% 24% 47.533 $208.000 80.00% 2005 $315.000 1.849 $173.93 23.50% 0% 31.350 $252.000 80.00% Riverside County 1996 $108.200 3.131 $80.96 -5.90% 258% 41,747 $104.000 98.10% 1997 $108.000 1.504 $71.03 .0.20% 258% 44.381 $104.652 98.20% 1998 $115.000 1.516 $73.69 6.50% 237% 43.876 $112.518 97.00% 1999 $125.000 1.526 $81.31 8.70% 210% 38.201 $119.556 95.00% 2000 $145.000 1.548 $88.82 16.00% 167% 41,699 $133.896 92.80% 2001 $179.000 1,759 $102.20 23.40% 116% 43,078 $157.920 89.90% 2002 $210.000 1,747 $113.26 17.30% 84% 50.655 $176.000 80.00% 2003 $257.000 1,697 $141.85 22.40% 51% 59,210 $207,240 80.00% 2004 $327.000 1.951 $158.41 27.20% 18% 67.642 $257.257 80.00% 2005 $387.000 2,037 $176.07 18.30% 0% 43.373 $304.000 80.00% Los Angeles County 1996 $150.000 0 $0.00 -5.70% 217% 111.931 .$144.980 90.00% 1997 $150.000 1.442 $114.35 0.00% 217% 124.927 $147.291 90,00% 1998 $162,000 1,410 $121.88 8.00% 193% 117,569 $157;500 90.00% 1999 $175.000 1,384 $134.59 8.00% 171% 97,195 $165,750 90.00% 2000 $195.000 1.382 $145.83 11.40% 144%, 90.060 $177.900 89.70% 2001 $230.000 1,402 $166.39 17,90% 107% 88.144 $200.000 80.00% 2002 $267.000 1.437 $190.99 16.10% 78% 95.933 $226.200 80.00% 2003 $328.500 1,444 $229.70 23.00% 45% 100.175 $267.799 80.00% 2004 $415.000 1.438 $294.12 26.30% 14% 112.606 $326.000 80.00% 2005 $475.000 1.428 $344.83 14.50% 0% 75.685 $364.500 80.00% 2006-59 t,_Uan E. Gluck, i\!lAI 6 Lot A, Tract 16509 Average Annual Sale Price $500,000 -+- 92407 8 $400,000 "i: Q. _ City San Bernardino Q) $300,000 i1i tn $200,000 Q) County San Cl Bernardino f! <Il $100,000 ~ Ri-.erside ~ $0 1994 1996 1998 2000 2002 2004 2006 ~ Los Angeles Year Zip Code 92407 AveraQe Monthlv Price ChanQeand Comparison to AuClust2005 AveraQe Price Median Median Price Price Cha'nge Median . Median loan Median Square Per Square From 1 Year Comparison Number Loan to Sales Year Sale Price Feet Foot Previous to 8/05 Price of Sales Amount Price Ratio Jan-03 $152.000 1.375 $96.82 32.20% 122% 80 $127.720 97.00% Feb-03 $165.000 1.513 $97.06 47.30% 105% 104 $157.089 95.70% Mar-03 . $160.000 1.350 $108.11 32.20% 111% 104 $145.196 90.00% Apr-03 $135.000 1.272 $107.16 23.90% 150% 75 $131.000 90.00% May-03 $152.500 1.319 $115.38 26.90% 121% 112 $137,885 95.00% Jun-03 $160,000 1,242 $120.24 18.50% 111% 106 $140,000 94.70% Jut-03 $157,000 1,328 $121.03 13.60% 115% 93 $152,427 93.60% . Aug-03 $153,500 1,291 $124.30 19.00% 120% 92 $138.000 90.00% Sep-03 $175,000 1,273 $133.34 25.90% 93% 79 $148,000 80.00% Oct-03 $165,000 1,416 $116.64 21.80% 105% 108 $149,651 90.00% Nav-03 $162,500 1,663 $108.54 -0.30% 108% 71 $153.750 85.00% Dee-03 $198.000 1.724 $113.03 48.90% 70% 96 $167,200 80.00% Jan-04 $177,500 1,612 $116.04 16.80% 90% 76 $153.000 85.00%1 Feb-04 $195,000 1.680 $113.94 18.20% 73% 88 $160.800 80.70% Mar-04 $215,000 1,296 $132.33 34.40% 57% 117 $172.000 80.00% Apr-04 $234,750 1,392 $131.45 73.90% 44% 129 $195,940 80.00% May-04 $243,250 1,328 $144.53 59.50% 39% 135 $202,073 80,00% Jun-04 $246.500 1,468 $146.26 54.10% 37% 129 $202.500 60.00%: Jut-04 $265,000 1,694 $146.05 68.80% 27% 108 $206.000 80.00% Aug-04 $246.000 1,688 $141.12 60.30% 37% 71 $203,250 80.00% Sep-04 $250,500 1,779 $143.55 43.10% 35% 102 $207,377 80.00% Oct-04 $250,000 1,709 $152.23 51.50% 35% 97 $209,288 80.00% Nav-04 $267,000 1,671 $154.99 64.30% 26% 91 $214.200 80.00% Dec-04 $268,000 1,685 $154.40 35.40% 26% 90 $216.000 80.00% Jan-05 $237,000 1,576 $149.70 33.50% 42% 46 $189.885 80.00% Feb-05 $269,500 1.742 $155.87 38.20% 25% 77 $222,360 80.00% Mar-05 $269.000 1,675 $165.60 25.10% 25% 111 $212,500 80.00% Apr-05 $278.500 1,522 $174.52 18.60% 21% 90 $232,000 80.00% May-05 $310.000 1,642 $181.97 27.40% 9%1 95 $236,000 80.00% Jun-05 $320,000 1.860 $169.22 29.80% 5% 109 $255,000 80.00% Jut-05 $310,000 1.695 $176.98 17.00% 9% 93 $252,000 80.00% Auq-05 $337.500 1,673 $184.14 37.20% 0% 101 $270,000 80.00% 2006-59 Anan E. Gluck. ivlAI 7 Lot A, Tract 16509 Fi~urc 7 Land t.~ $C Pbn ":J.: .. ";;;~:',"~,'.~/:~~' ':".'''I~'II'; 1..:--:';",;;1:, ., ""~" ,. ~-' ,"'....!.....,...,.. ".",-.'" -.,j, .. . -..,~ ,~.: . >11""'0'" l".~.,..' ". ',..,,,,,, ., ,,~~, \., ,,,..f.,., ....;.j,.: ".,', ".,_, .,..J~",.., ,..1.... ,..,.. ~"...."~",,...,....... ..,,,. ~." '1",..':l...l'~.I,.~.lJ"I...,j.'.,~I...".., .11.,.>.,....,.........-.'''....'''.,..",''..'''''.1,'.'". ""1.'.", :'.'1. '..11.n~I,'", nn'l 'hn .~";':l ~ ;".~.',"-1;'" .,............_", ,"'''. .."......, .~...~I..I.,.. :._.1..1C .."..... '"" ~." "'-I""",,,>. .,".fI."" I".....<.,.~ rl:.."...,.......".o..I."-'....,.,,,,,...<.,... .'~I' ,n . !lil',;.'~I',1 "'1>;",-" I III '_",'r._I" t"~",, ':, t....~'.,...,.;..,~~..~.~... .,,"'." .'#t. .,,, ---"".""."..1..".......,.1,.""., ',11.__)1,. ~""'~.'."_ _,., '.. ~." h. ~., il.,I'!-.t". 1.;..<-1...", jl-!."',',,""'" -".- ';'.' L L ".~" _vt..,~,:,~".. ~"I,,"',I... ~"l1"L,I,'.(1 ."" S~"'iSI<I.. ~~'"r', III.:,!, i".-'.' ~"^ \O!'.'.<.!''''''V.IIX'l' 10;,.',..",.", (~h, ,.. '.' u,. ".., ~ , J... ,../ "_ ' ~-I<!' iL(':~l,'n .', .". ~c, ~,q. __~. ,_....'h..... { ) ,--~.,~, ...., :J .. .. ,~., L___;' University District Specific Plan City of San Bernardino r.'T'"txl", . 'jm".-\.'t.yo/~, f~,__,;;.-.! 17 :;~"'S" Given its attractive setting the area is experiencing considerable development activity. In July the community celebrated the opening of the 7,700 square foot. 1.7-acre. $2.3 million Fire Station 232. After languishing for a considerable period the industrial area along the west side of the community is experiencing considerable interest, with the proposed construction of industrial buildings with areas of 138,078 s.t., 35,520 s.f.48,844 s.f., 77,348 s.f., 842,379 s.l., and 1,965,265 s.f. There are plans for considerable residential development in the area, with the appraiser identifying 14 applications since January 2004 having 853 units, ranging in project sizes of 2 acres .... to 240 acres. As seen in the previous tables, sale prices of detached single family homes in zip code area 92407 increased 247% since January 1996, with an increase of 122% since January 2003. alone. While some of the increase is due to the increasing contribution of new homes - in contrast to existing homes - the increase underscores in the desirability of the area. The subject is located within what is known as University Park, a 133-acre office, commercial, and residential development on the northwest corner of the intersection of Northpark Boulevard and University Parkway. The property was made available through the Redevelopment Agency of the city of San Bernardino as former excess land of the City of San Bernardino Municipal Water Department, where parts had been used as a percolation basin. The Specific Plan includes the previously approved project. that includes a 250,000 square foot high-tech/office park, 32,000 square feet of commercial retail, 24 live-work detached homes, and 154 upscale single-family detached homes set amongst 26 acres of open space and 2.4 acres of park. The entire development is interconnected by system of trails. The project is designated Tentative Tract No. 16509 and CUP 03-06. In the Summary provided by the City of San Bernardino Planning Division, for the hearing dated May 6, 2003, it was stated that "The proposed tract is 57 percent lower in density at 1.31 units per acre than would be permitted by the Development Code:' 2006-59 Allan E. Gluck, MAL 8 Lot A, Tract 16509 Figllrt ";',.\ rr&fMl'Std ~CIOp"1C:Ji1 Iii the CaI St.:all!"..\rt'.l Tt:lt'l'~ ~ f"~r i -~- " ....-.!I.._,...""" ........:.1.1.1 CSUSB ......_(h~ IJt>d.U" ..."......... _~.so...,..,~ / .' / " .-< / On the southwest corner of University Parkway and Northpark Boulevard, the City has approved a mixed-use, 16,000 square foot commercial center and 120-unit student housing project. The commercial space includes 10,000 square feet of retail spacel and 6,000 square feet of restaurant/bar. A park would be located on the southeast corner of University Parkway and Northpark Boulevard to enhance the entrance to the University. 2006-59 Allan E. Gluck, MAl 9 Lot A, Tract 16509 Subject Property The subject of this appraisal is a parcel within the University Tract. It is known as Lot A, Tract 16509, as depicted on the following maps. The valuation is of the subject in two configurations, one as a 2.4- acre site subdivided into 7 lots, and one as a 2.9-acre site subdivided into 9 lots. TENTATIVE TRACT MAP N01 '6509 CO SUBDIVISION NO. CXHJ4 , , ~~! ..: "i:" =----- j",. '. " ~1#,'ta:....':""~'::'J,;.,.- ~-,_....- - ~ ===.:=..-:.-=~ - ~";:=:::;:.-.__..- """"""" ~!!5'!!'...'f""' ~~-;;z;;'- .. '~" ,.,.. SHEET 3 , W" W" '":J~t: ":J~t: _~ ~ _ --,:"'l(r- ~~ 5H!: e ~ '::='-I:=::"~r::. l' -...- . . Ownership of the subject is in the name of Park University LLC, subject to the Clarification and Amendment to the 2003 Disposition and Development Agreement By and Between the Redevelopment Agency of the City of San Bernardino and J.R. Watson & Associates Development Co., Dated June 2, 2003. The project as a whole, including the subject, was acquired for $3,000,000, with Agency providing a 2-year note for 20% of the purchase price, at 2% over UBOR. Since acquisition the owner has expended considerable amounts to obtain the current entitlements and for development of the property, University Park, of which the subject is a part, is in a High Wind Area, Biological Resource Overlay, Hillside Management Overlay and Foothill Fire Zone Area. It is not in an Alquist Priolo Fault Hazard Zone, but is less than 1 mile southwest of the San Andreas Fault and 2 miles northeast of the San Jacinto Fault. The California Aqueduct abuts the project on the east and Devils Gate Basin on the north. 2006-59 Altan E. GI.uck. MAl 10 Loc A. Tract 16509 t $oolOl".u.o" N C1tyGlS5 Within the tract the property is designated Open Space. for eventual use as a Neighborhood Park. The underlying zoning of the parcel is RL. a residential zoning designation which allows for up to 3.1 lots per acre. with a minimum lot size of 10.800 square feet. This would represent the Highest and Best Use of the property. Consistent with the underlying zoning of the property, the Intended Use of the appraisal. the instructions of the client and the views of Mr. James Funk, Planning Director for the City of San Bernardino and one of the Intended Users of the report. the property is appraised as if designated RL. On this basis up to approximately 7 lots would be allowed on the property in its configuration as 2.4-acres. and 9 lots if the subject were 2.9-acres. With the Summary for the May 6. 2003 hearing on the project indicating that the overall density of the project is 57% less than what would be allowed by the Development Code the additional lots that would be the result of the subdividing the subject would still allow for an overall project density within apparently allowed limits. _=~=- At the present time the subject parcel -::'~"-==~-::'" is part of the greater tract that is being graded for development. An underlying assumption of this appraisal is that the estimate of the value of subject parcel is that the parcel is in a finished state. The subject is a flag lot with limited street frontage along Northpark Boulevard. such that it would be necessary to create a street extending from Northpark Boulevard to the interior residential parcels. Thus. the subject is appraised as if it were a finished parcel, zoned RL, subdivided into 7 lots in its configuration as 2.4 acres and 9 lots in its configuration as 2.9 acres. consistent with its likely condition if not designated as a park. 2006-59 Allan E. Gluck, MAl 11 Lot A, Tract 16509 VALUATION The Sales Comparison Approach was used to estimate the value of the subject property. In this analysis it is necessary to compare the subject to other properties that have sold in the area. For this investigation I obtained the sales and listings of land parcels in the area. Sources used to obtain this information included the commercial database Win2DATA, CoStar COMPS, and the IMRMLS, the principle multiple listing service in the area. Also, considerable material was graciously provided by Doug Jouritsma of Park Place Partners, a major land brokerage firm active in the area. As indicated, the subject is appraised as a single parcel in a finished state, zoned RL, and subdivided into 7 lots as a 2.4-acre parcel and 9 lots as a 2.9- acre parcel. It is unique in both its location and its physical condition as represented by the assumptions of the appraisal. The subject is unique given its location within what will likely be the premier development in Verdemont, a gateway project to the University with upscale homes. The following table summarizes the sales used in the analysis. \ \ i \ \ . "~~'Jl~., --' ~ ",,:,';\,$1::'< //"\ \ \ \ ( \) \. 1 \ \ 2006-59 A.ltan E. Gluck, MAl 12 Lot A, Tract 16509 Land Sales Total Zoning No. Sale As'1s ' -$/lot '$lLot Comm~nts 0. Address - Entittemllnts 1m Jlilo Sate Price ~ AU EDiilwI Subject 5.9 Rl 7 .' f'art cfUniversity Park. premier Lot A. University Park acres Auummd FinatMllp development in Verdemont; flag tot TT14b04 15 Rl 47 4/04 $6,815,000 $454,333 N/A $145,000 lots delivered nearly finished; located in NEe Magnolia & Ohio acres Final Map NE Ve,rdemont, toward" end of existing 0261-032-02 devetopment;.tract under constrlJction , Lots 1-90 N/A Rl 90 5/05 $18,192,500 N/A N/A $181,500 DeaL cut 12/03:, Lots 1 ~90 of University University Park Final Map Park. i05ame tract as subject b Lots 91-105 N/A Rl 15 1/06 $3,750,000 N/A N/A $250,000 ,If'l es'c:row to Richmond American to University Park Final Map dose 1/15/06; Lots 91-105 of University Park, in same tract as subject n0213 30 Rl 88 6/04 $8,360,000 $278,667 $95,000 $179,801 In relativety ,developed area of NEe & NWC of Palm and lrvington acres H.M. .I{erdemont, off Palm Ave., a major 0261-151-06:261-142-07 street;raw'at purchase : IT! 6502. IT! 6533 51.63 Rl 88 6/05 $8,140,000 $157.660, $92,500 $200,000 88lotsareTTM, 2 lots are DB; NWC Magnolia/Ohio acres T.T.Map. apprclldrTIatety Vt open space; i'n NE 0261-032-01,02, 09 most port;i~n of Verdemont abutting 0348-121-14 open space; raw at sale TT16794 18.45 RL. Hillside 45 a/05 $3,375,000 $182,927 $75.000 $175,000 T.T.M, within 90 days' of estimated W side Palm; N of Verdemont Dr acres Overlay Est. approval;: raw. sloping site with views, 0261-11-13. ApplicalionTTM at N end of Patm abut~ing forest 2552 Kendall Dr. 3,05 RU-l 9 Listing $720,000 $236,065 $80,000 $180,000 RelativelY remote area north of subject 0261-221-21 acres TT Map in Est. on east side Kendall Or. in relatively process undeveloped area , Subdivision 0411 4.69 RU-1 19 12/03 $800,000 $170,576 $100.000 $200,000 Largely triangular shaped parcel on S side Northpark Blvd, acres Raw Est. s~uth side North Park, adjacent to 0151-241-21 existing apartment and single family 0266-131-24 development. across from University SE corner Olive Ave. & Verdemont Dr. 2.0 Rl 6 Listing $625,000 $322,500 104,167 $204,167 TJ Map 0317 near expiration; triangular 0261-052-03 acres rr Map Est. parcet in unqeveloped area near $77.256 residential neighborhood , W side Palm Ave. at Verdemont 9.23 RL. Hillside 45 7/05 $3,476,500 $376,652 ' $177,256 AtN end of Palm Ave., abutting Sale 5 0261-011-08 acres Overlay Est and San Bernardino National Forest; TTMap slopinq, raw site with views Ten properties were used to estimate the value of the subject. All properties are land parcels located in the Verdemont/University District. The sales occurred in the last 3 years, including 4 closing in 2005, one to close January 2006, and 2 current listings. Thus. the transactions cited above largely reflect current market conditions in the area, with the early sales adjusted upward for the considerable appreciation in the market over the last 2 years. The properties fall within 2 general categories: 1, Sales 1 and 2 were purchased largely as finished, subdivided lots. Sale 1 is a subdivision purchased with the lots nearly finished. It is a relatively remote parcel when compared to the subject, requiring a significant upward adjustment for its location, In addition, the sale occurred 15 months ago, also requiring an upward adjustment for the appreciation in the market since the sale, A total upward adjustment of 30% is used for these factors, Sale 2a is the purchase of 90 lots in University Park, predicated on the lots in a finished state. While the property shares common locational attributes to the subject. an upward adjustment is warranted in that this sale was negotiated in November 2003, This is evident in Sale 2b, which is 15 lots in the same tract, schedule to close January 15, 2006, which is a good indication of the current market value of the subject if subdivided. Accordingly, based on this sale, alone, the adjusted indication of value for the subject is $250,000 per lot. 2006-59 AUan E. Gluck, ~'lAI 13 Lot A, Tract 16509 t. ""..:1'.'11$' N cttyGIS5 ....::e::.~""..:==- -:J....=a:==:... Sale 1 t N 5e;lIo '.~lf~ CltjGIS5 -.-..-- '::'5'';;;5~ Sale 4 t N ~"..-J15' 0lyGIS' "".:=::e_..""I.=-' -:;u;.-=e-='" Sale 3 t N S<:"',l"'8S" CltyGIS5 ...=~.==- ~,::,..==-::.:;:'" Sale 5 2006-59 A.llan E. Gluck, MAl 14 Lot A, Tract 16509 t. s.c."..... " """'" _e-...__ ~";:;:"=;::.:~ Sale 6 t " $o..l"=lllt C1tyG1S5 ------ .:;,,~..:=~ Sale 8 t N So"'_\.~ C1tyGIS5 ....=.......-::-:=-. '"':t,~"t.==-=--:;.... Sale 7 I " se_l':3n' CltyGlS5 ...=."""'....,=.,... -==-.:a-==.... Sale 9 2006-59 Allan E. Gluck, ~jAI 15 Lot A, Tract 16509 2. The second group of sales is Properties 3 through 9, properties purchased with either an approved tentative tract map or one nearing approval, but in a raw physical condition, For Sales 3 and 4 information was available on the estimated cost to finish the lots, with this at $84,801 and $107,500 per lot, respectively, consistent with the costs that have been incurred with development of University Park. To estimate the finished lot costs for Sales 5 through 91 have utilized an amount of $100,000 per lot. On this basis the finished lot values for Sales 3 through 9 range from $175,000 to $204,000. In addition, an upward adjustment is warranted given the added value that occurs with obtaining approval of the final tract map and the escalation in values since these sales closed. These factors would result in increases of 20% to 50%, which would indicate a range of values for approved, finished lots generally at $250,000 to $300,000 per lot. Clearly the best indication of current market value of the subject is Sale 2b, which is a transaction to close January 15, 2006, at $250,000 per lot, with this value in the range of the remaining sales when adjusted for current market conditions and the presumed status of the subject as finished lots, with a final tract map in place. Thus, the estimated value of the subject is calculated as follows. 2.4-acre parcel: 7 lots x $250,000 per lot = $1,750,000 2.9-acre parcel: 9 lots x $250,000 per lot = $2,250,000 Given the above. it is my opinion that the value of the fee simple interest in the subject, as of August 13, 2005, assuming it is finished and zoned RL, subdivided, and subject to the attached general assumptions and limiting conditions, is: As a 2.4-acre site subdivided into 7 lots As a 2,9-acre site subdivided into 9 lots $1,750,000 $2,250,000 Sincerely, t:2 Allan E. Gluck, MAl California General Certified Real Estate Appraiser No. 9252 2006-59 AUan E. Gtuck, MAl CERTIFICATION OF THE APPRAISER I, Allan E. Gluck, MAl, certify that, to the best of my knowledge and belief: . the statements of fact contained in this report are true and correct; . the reported analyses, opinions, and conclusions are limited only by the reported assumptions, and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions; . I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest or bias with respect to the parties involved; . my compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event; . my analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice; . I have made a personal inspection of the property that is the subject of this report. t:? September 1, 2005 Allan E. Gluck, MAl California State Certified General Appraiser # AG009252 The Appraisal Institute conducts a voluntary program of continuing education for its members. MAls and RMs who meet the minimum standards of this program are awarded periodic educational certification. I, Allan E. Gluck, hereby state that I am certified under this program. 2006-59 AUan E. Gluck, i'rLti.l DEFINITIONS Market Value The definition of market value is referenced from Title XI of the Federal Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), effective August 24, 1990. Under FIRREA, the following definition of market value is required for appraisals performed for institutions regulated by the Department of the Treasury, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and other agencies. Reference is made to 12 CFR, Part 34, Docket No. 90-16, regarding Real Estate Appraisals, from which the following definition of Market Value is taken. Market Value The most probable price which a property should bring in a competitive and open market under aLL conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: ,. Buyer and seller are typically motivated; 2. Both parties are weLL informed or well advised, an acting in what they consider their own best interests; 3. A reasonable time is allowed for exposure in the open market; 4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. American Institute of Real Estate Appraisers. The Dictionary of Real Estate Apprajsa'.~ 3rd ed. pg. 140. Leased Fee A property held under tenure of lease. American Institute of Real Estate Appraisers, The Dictionary of Real Estate AODra/sal. 3rd ed. pg. 127. 2006-59 Attar; E. Gluck, MAl STATEMENT OF ASSUMPTIONS AND LIMITING CONDITIONS This appraisal report is made with the following assumptions and limiting conditions: DATE OF VALUE: The conclusions and opinions expressed in this report apply to the date of value opinion set forth in the letter of transmittal accompanying this report. The dollar amount of any value opinion or conclusion rendered or expressed in this report is based upon the purchasing power of the American dollar existing on the date of value. ECONOMIC AND SOCIAL TRENDS: The appraiser assumes no responsibility for economic, physical or demographic factors which may affect or alter the opinions in this report if said economic, physical or demographic factors were not present as of the date of the letter of transmittal accompanying this report. The appraiser is not obligated to predict future political, economic or social trends. . INFORMATION FURNISHED BY OTHERS: In preparing this report, the appraiser was required to rely on information furnished by other individuals or found in previously existing records and/or documents. Unless otherwise indicated, such information is presumed to be reliable. However, no warranty, either express or implied, is given by the appraiser for the accuracy of such information and the appraiser assumes no responsibility for information relied upon later found to have been inaccurate. The appraiser reserves the right to make such adjustments to the analyses, opinions and conclusions set forth in this report as may be required by consideration of additional data or more reliable data that may become available. TITLE: No opinion as to the title of the subject property is rendered. Data related to ownership and legal description was obtained from the attached title report records and is considered reliable. Title is assumed to be marketable and free and clear of all liens, encumbrances, easements and restrictions except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management, and available for its highest and best use. HIDDEN CONDITIONS: The appraiser assumes no responsibility for hidden or unapparent conditions of the property, subsoil, ground water or structures that render the subject property more or less valuable. No responsibility is assumed for arranging for engineering, geologic or environmental studies that may be required to discover such hidden or unapparent conditions. 2006-59 AHan E. Gluck, MAl HAZARDOUS MATERIALS: The appraiser has not been provided any information regarding the presence of any material or substance on or in any portion of the subject property or improvements thereon, which material or substance possesses or may possess toxic, hazardous and/or other harmful and/or dangerous characteristics. Unless otherwise stated in the report, the appraiser did not become aware of the presence of any such material or substance during the appraiser's inspection of the subject property. However, the appraiser is not qualified to investigate or test for the presence of such materials or substances. The presence of such materials or substances may adversely affect the value of the subject property. The value estimated in this report is predicated on the assumption that no such material or substance is present on or in the subject property or in such proximity thereto that it would cause a loss in value. The appraiser assumes no responsibility for the presence if any such substance or material on or in the subject property, nor for any expertise or engineering knowledge required to discover the presence of such substance or material. Unless otherwise stated. this report assumes the subject property is in compliance with all federal, state and local environmental laws, regulations and rules. ZONING AND LAND USE: Unless otherwise stated, the subject property is appraised assuming it to be in full compliance with all applicable zoning and land use regulations and restrictions. LICENSES AND PERMITS: Unless otherwise stated, the property is appraised assuming all licenses, permits, certificates, consents or other legislative and/or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. ENGINEERING SURVEY: No engineering survey has been made by the appraiser. Except as specifically stated, data relative to size and area of the subject property was taken from sources considered reliable and no encroachment of the subject property is considered to exist. SUBSURFACE RIGHTS: No opinion is expressed as to the value of subsurface oil, gas or mineral rights or whether the property is subject to surface entry for the exploration or removal of such materials, except as is expressly stated. MAPS. PLATS AND EXHIBITS: Maps, plats and exhibits included in this report are for illustration only to serve as an aid in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose, nor should they be removed from. reproduced or used apart from the report. 2006-59 Allan E. Gluck, MAl LEGAL MATTERS: No opinion is intended to be expressed for matters which require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. ALLOCATION BETWEEN LAND AND IMPROVEMENTS: The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. RIGHT OF PUBLICATION: Possession of this report, or a copy of it, does not carry with it the right of publication. Without the written consent of the appraiser, this report may not be used for any purpose by any person other than the party to whom it is addressed, In any event, this report may be used only with proper written qualification and only in its entirety for its stated purpose. TESTIMONY IN COURT: Testimony or attendance in court or at any other hearing is not required by reason of rendering this appraisal, unless such arrangements are made a reasonable time in advance of said hearing. Further, unless otherwise indicated, separate arrangements shall be made concerning compensation for the appraiser's time to prepare for and attend such hearing. STRUCTURAL DEFICIENCIES: The appraiser has personally inspected the subject property, and except as noted in this report, finds no obvious evidence if structural deficiencies in any improvements located on the subject property. However, the appraiser assumes no responsibility for hidden defects or non- conformity with specific governmental requirements, such as fire, building and safety, earthquake or occupancy codes, unless inspections by qualified independent professionals or governmental agencies were provided to the appraiser. Further, the appraiser is not a licensed engineer or architect and assumes no responsibility for structural deficiencies not apparent to the appraiser at the time of his inspection. TERMITE/PEST INFESTATION: No termite or pest infestation report was made available to the appraiser. It is assumed that there is no significant termite or pest damage or infestation, unless otherwise stated. INCOME DATA PROVIDED BY THIRD PARTY: Income and expense data related to the property being appraised was provided by the client and is assumed, but not warranted, to be accurate. 2006-59 Allan E. Gluck, \V1.A! ASBESTOS: The appraiser is not aware of the existence of asbestos in any improvements on the subject property. However, the appraiser is not trained to discover the presence of asbestos and assumes no responsibility should asbestos be found in or at the subject property. For the purpose of this report, the appraiser assumes the subject property is free of asbestos and that the subject property meets aLL federal, state and local laws regarding asbestos abatement. ARCHEOLOGICAL SIGNIFICANCE: No investigation has been made by the appraiser and no information has been provided to the appraiser regarding potentiaL archeoLogical significance of the subject property or any portion thereof. This report assumes no portion of the subject property has archeological significance. COMPLIANCE WITH THE AMERICAN DISABILITIES ACT: The Americans with Disabilities Act ("ADA"] became effective January 26. 1992. We have not made a specific compliance survey and anaLysis of this property to determine whether or not it is in conformity with the various detaiLed requirements of the ADA. It is possibLe that a compliance survey of the property, together with a detailed analysis of the requirements of ADA couLd reveaL that the property is not in compliance with one or more of the requirements of the Act. If so, this fact couLd have a negative effect upon the value of the property. Since we have no direct evidence reLating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. DEFINITIONS AND ASSUMPTIONS: The definitions and assumptions upon which our analyses, opinions and conclusions are based are set forth in appropriate section of this report and are to be part of these general assumptions as if included here in its entirety. ENCROACHMENTS: It is assumed that the utilization of the land and/or improvements is within the boundaries or property described herein and that there is no encroachment or trespass. DISSEMINATION OF MATERIAL: Use and disclosure of the contents of this report is governed by the bylaws and regulations of the Appraisal Institute, Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers or the firm with which they are connected, or any reference to the Appraisal Institute or to the MAl or RM designations) shall be disseminated to the general public through advertising or sales media, public relations media, news media or other public means of communication without prior written consent and approval of the appraiser(sJ. 2006-59 Allal1 E. Gluck, ~lAl DISTRIBUTION AND LIABILITY TO THIRD PARTIES: The party for whom this appraisal report was prepared may distribute copies of this appraisal report only in its entirety to such third parties as may be selected by the party for whom this appraisal report was prepared; however, portions of this appraisal report shall not be given to third parties without our written consent. Liability to third parties will not be accepted. USE IN OFFERING MATERIALS: This appraisal report, including all cash flow forecasts, market surveys and related data, conclusions, exhibits and supporting documentation, may not be reproduced or references made to the report or to the appraiser Consulting in any sale offering, prospectus, public or private placement memorandum, proxy statement or other document ("Offering Material") in connection with a merger, liquidation or other corporate transaction unless the appraiser has approved in writing the text of any such reference or reproduction prior to the distribution and filing thereof. LIMITS TO LIABILITY: The appraiser cannot be held liable in any cause of action resulting in litigation for any dollar amount which exceeds the total fees collected from this individual engagement. LEGAL EXPENSES: Any legal expenses incurred in defending or representing ourselves concerning this assignment will be the responsibility of the client. 2006-59 Allan E. Gluck, MAl Qualifications of ALLAN E. GLUCK, MAl PROFESSIONAL HISTORY Present: Allan E. Gluck, MAl 1995 - present Principle in real estate appraisal firm preparing appraisals of all major property types, primarily in the five county Southern California area. Areas of expertise include medical office buildings and contaminated properties Prior: Guardian Bank, Los Angeles, CA 1993 - 1995 Senior Vice President, Chief Appraiser, responsible for oversight of the appraisal function at the institution, including implementation of the institution's appraisal policies and procedures, and review and origination of appraisal reports. PKF Consulting, Los Angeles, CA 1993 1990 - Senior Associate responsible for oversight of the appraisal function of the Los Angeles office, including review and origination of studies covering the Southwestern United States, and implementation of appraisal policies on a nationwide basis. Westside Savings & Loan Association, Los Angeles, CA 1989-1990 Vice President, Chief Appraiser responsible for establishing and implementing appraisal policies and procedures; review of appraisal reports from independent appraisers; and origination of appraisal reports. MT Associates, Inc., Westlake Village, CA 1984-1989 Associate in firm which prepares market value appraisals and market surveys on all major types of real estate. Reports are used for such functions as purchase and sale, inheritance tax, tax appeals, and mortgage loans. R.H. Flavell & Associates, Encino, CA 1982-1984 Associate in firm which prepares market value appraisals primarily for litigation. 2006-59 ,b,lla" E. Gluc\<, ~'lAI EDUCATION BacheLor of Arts, University of California - 1976 Master of Arts, University of South FLorida - 1980 American Institute of ReaL Estate Appraisers Basic AppraisaL Principles - 1983 Basic AppraisaL Procedures - 1983 Capitalization Theory & Techniques - 1983 Litigation Valuation - 1984 Standards of ProfessionaL Practice - 1985, 1990 Valuation Analysis & Report Writing - 1986 PROFESSIONAL AFFILIATIONS EXPERT TESTIMONY STATE CERTIFICATION Appraisal Institute, Member Chairman, Library Committee - 1987 Co-editor, News Five, Chapter Newsletter - 1988 Editor, News Five, Chapter Newsletter - 1988 Chairman, Program Committee (Los AngeLes Section] - 1990 Co-Chairman, Seminars Committee 1994 Member, National Seminars Committee 1994 California State University, Northridge, Guest Lecturer Instructor, University of California Extension People Assisting the Homeless - Board of Directors 1992 Qualified as expert witness in Los Angeles County Superior Court. California Certified General Appraiser No. AG009252