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HomeMy WebLinkAboutR41-City Administrator Orc''''''''L tu \".i tl . d CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Fred Wilson Subject: Fourth Amendment to Settlement Agreement with Dr. Irving Feldkamp Dept: City Administrator Date: April 12, 2001 MICC Meeting Date: April 16, 2001 Synopsis of Previous Council Action: 1994 Settlement Agreement with Dr. Irving Feldkamp adopted by Mayor and Common Council. 1997 First Amendment to Settlement Agreement with Dr. Feldkamp adopted. 1998 Second Amendment to Settlement Agreement with Dr. Feldkamp adopted. 1999 Third Amendment to Settlement Agreement with Dr. Feldkamp adopted. Recommended Motion: Adopt Resolutions. ~."a,"", Contact person: FrAd WilKon Phone: 5122 Supporting data attached: Yes Ward: 5 FUNDING REQUIREMENTS: Amount: Source: (Acct. No.) (Ar.d np.!tr.riptinn) Finance: Council Notes: Agenda Item No. I2ID , 241 4/rc,!CJ/ MAYOR AND COMMON COUNCIL ECONONUC DEVELOPMENT AGENCY STAFF REPORT Amendment of Settlement Agreement with Dr. Irving Feldkamp Background Dr. Feldkamp ("Feldkamp") owns unimproved property (the "Property") located within the fonner Community Facilities Disctrict No. 995 ("CFD 995"). The Property was the subject of a judicial foreclosure action filed in 1994 brought by the City for failure to pay the special taxes levied against the Property. The City and Dr. Feldkamp entered into a Mutual Release and Settlement Agreement dated as of August 29, 1994 (the "Original Settlement Agreement") under which Feldkamp agreed to make payments to the City for delinquent special taxes, San Bernardino Unified School District fees, interest, penalties and costs provided in said Original Settlement Agreement. Since that date, the Original Settlement Agreement has been amended three times to modify various terms and conditions of Dr. Feldkamp's obligations (i) to record the Final Map for Tract No. 14193, (ii) pay the outstanding amounts due to the City for past due special taxes from CFD 995 and (iii) commence various phases of construction. In 1999, the CFD 995 taxes were paid in full by the City. In June 2000, the lien of the CFD was removed from the Property and all other parcels within fonner CFD 995. At that time, Dr. Feldkamp infonned the City that he believed he was unable to develop the Property to date due to the CFD 995 tax liens upon the Property. Dr. Feldkamp requested that the City agree to amend the Settlement Agreement to provide him additional time to locate a puchaser of the Property. Dr. Feldkamp has entered escrow with Connan Leigh Communities as owner of the limited liablity company which intends to purchase the Property (the "LLC Purchaser"). The escrow is scheduled to close on May 7, 200 I. Dr. Feldkamp and representatives from Connan Leigh have requested that the City amend certain tenns and conditions of the Settlement Agreement, as follows: I. Extend the date to file the Final Tract Map from January 7, 2000 to August 1,2001 2. Extend the period within which the Redevelopment Agency of the City of San Bernardino will extend MAP funds to Dr. Feldkamp's home buyers to: 2001\02 - $50,000 2002\2003 - $100,000; and 2003\04 - $50,000 SB200U0653.! - 1 - (Amendment of this provision will also require the approval of the Agency.) 3. Revise certain default provisions contained in the Settlement Agreement to make them consistent with the requirements imposed by a construction lender on the Property, specifically: The Third Amendment provided that default would occur upon: (i) Failure to remit any payment to the City within forty five (45) days of its due date; (ii) Failure to pay the State under the Bailey Creek Agreement; (iii) Failure to apply to the City for a grading permit for the development of Phase I on the Property on or before October 1, 1999; (iv) Failure to record the Final Map for Tract No. 14193 on or before January 7, 2000; (v) Failure to commence construction of on-site building lots for Phase I by the initiation of on-site grading activities and installation of other lot improvements on or before January 7, 2000; or (vi) Failure to commence construction of housing units for Phase I on or before sixty (60) days after the final approval and written certification of each finished lot by the City, but in no event later than June 1, 2000. The Fourth Amendment revises the default terms as follows: (i) date; (ii) 2001; (iii) Failure to remit any payment to the City within forty five (45) days of its due Failure to record the Final Map for Tract No. 14193 on or before August 1, Default on the part of the Developer under any provisions of its long term construction loan financing of the Property. (iv) Failure to commence construction of on-site building by January 1,2002, and thereafter proceed with said construction with due diligence until completion, subject to force rnajore provisions for war, strike or acts of God. 8B200 1: 1 0653.1 - 2- The remedy upon default does not change. That section provides that upon the happening of an event of default, Dr. Feldkamp shall immediately, upon written request of the City, execute a quitclaim deed to the Property, and deliver said quitclaim deed and the Property to the City. The Fourth Amendment also requires that the City consent to any purchaser/developer of the Property prior to completion of any sale. The Fourth Amendment also provides that the Property may only be sold to an entity which is a licensed contractor or a developer who, (1) between the period ofJanuary, 1997 through January, 2001: (i) has constructed or is scheduled to construct at least one hundred (100) single family housing units, (ii) has developed at least 100 parcels ofreal property or (iii) has achieved any combination of (i) and (ii) totaling 100 and (2)assumes all of the duties and obligations under this Fourth Amendment. StaffhaS reviewed the resumes of the prospective owner of the limited liability company which plans to purchase the Property and it meets the criteria provided in the Fourth Amendment. Recommendation: Staff recommends that the Mayor and Common Council and the Community Development Commission approve the following resolutions: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE FOURTH AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND DR. IRVING FELDKAMP RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AN AMENDMENT TO LETTER AGREEMENT WITH THE CITY OF SAN BERNARDINO REGARDING MAP ASSISTANCE FOR DR. IRVING M. FELDKAMP 8B2oo1:10653.[ -3- " CORMAN LEIGH COMMUNITIES Dan Leigh, respected as one of Southern California's community developer/builders, has successfully completed a variety of projects ranging from commercial and industrial developments to residential communities. Through carefully planned integration of all aspects of real estate development, he has successfully endured over 15 years of real estate cycles. His company, Corman Leigh Communities, is capable of analyzing and managing virtually every aspect of the development, construction and sales process for community development and residential construction projects. Daniel R. Leigh, Corman Leigh Communities' founder and President, has the corporate philosophy of appropriately maintaining the personnel and overhead necessary to handle the many facets of the industry. In taking on new ventures, CLC is focused on strategic planning, rigorous analysis, creativity, resource management, problem solving, and products responsive to today's consumer. Daniel R. Leigh's philosophy of serving the community is exemplified by his recent presidency of the Building Industry Association (Riverside County). This is in addition to the numerous community service awards and recognitions. The overall philosophy of being honest, fair, hardworking, and committed has led to a reputation that is respected by both customers and industry professionals. This desire to be known not only for its quality products but also for its integrity starts at the top of the company and is transferred to every aspect of the organization. Throughout its history CLC has consistently demonstrated a determination to honor all commitments, as evidenced by its respected loan history and a committed group of successful joint venture partners. This goal of producing a product of the highest quality for each market segment it serves is evident in every project Corman Leigh Communities manages. 1 CORMAN LEIGH COMMUNITIES CORPORATE ORGANIZATION Operatine: Manae:ement Daniel R. Leigh President, Sole Shareholder, Sole Director John Boggs Director of Construction James S. Maloney Chief Financial Officer Roger S. Anderson Operations Director Sylvia Knight Controller Consultants and CorresDondents Accounting and Taxes Douglas C. Woodard, CPA Legal Weintraub, Genshlea & Sproul Cox, Castle & Nicholson Delgado and Associates Lending Institutions PFF Bank & Trust - Kevin Brooks Accubank - Lee Snyder 2 PROFILES DANIEL R. LEIGH . . . President Corman Lei2h Communities Dan Leigh has extensive experience with large regional real estate firms, particularly with the development of master-planned communities. Dan Leigh has experience with corporate acquisitions and dispositions, interaction with investors and the financial community, and corporate business development activities. Leigh has been actively involved with the Riverside County Chapter of the Building Industry Association for many years, serving as the organization's treasurer, and was recently installed as the BIA President for 1999. Leigh has been extremely active in a number of other professional, civic and community organizations such as Habitat for Humanity, American Youth Soccer Organization, and the Southwest Detention Center. The Riverside County Chapter of the Building Industry Association honored him with the 1997 Commuuity Service Award presented for his extensive charitable work. He is a member of the National Association ofIndustrial and Office Parks, National Association of Home Builders and the Corona Builder Group. . Acquired over 3,800 units in various stages for residential development and construction. . Interacted with various regulated and non-regulated financial entities. . Managed new home sales and marketing programs. . Marketed over $120 million dollar of assets. . Project managed and sold lots in an 84 acre commercial and industrial business park; negotiated transactions with tenants such as Price Club, Kmart and Home Depot. . Analyzed and forecasted San Diego's commercial real estate markets. Leigh graduated Cum Laude with a Bachelor of Science and an MBA in real estate and finance from San Diego State University. 3 JOHN BOGGS . . . Mr. Boggs has extensive experience in the commercial and residential real estate industry. He has managed construction projects for various companies. His experience includes project feasibility, approvals, forward planning, design, obtaining permits, creating budgets, purchasing and overall construction operations. Some of Mr. Boggs' major accomplishments are: . Successfully administering $6,000,000 private assessment district for infrastructure on a 600 acre mixed use development. . Initiated complex environmental processing for a 250 acre development with Army Corp. of Engineers and California Department ofFish and Game for mitigation of wetlands and endangered species. . Responsible for the purchase and construction of 19 custom homes that featured flex floor plan options. Developed a construction sequencing method that produced individually customized homes with varying floor plans with the same delivery schedule as production based tract homes. JAMES S. MALONEY . . . Jim maintains the responsibilities of development analysis and management of the requisite capital and financial resources for Corman Leigh Communities through hoth the public and private sectors. Well versed in the strategic management of master planned residential communities, Jim's expertise includes: financial modeling, competitive market studies, debt and equity structures, acquisition due diligence and transactional representation in delivery of over 8,000 homes and 4 million sq. ft. of industrial R&D property. Jim also has tenured industry experience in: project and financial accounting, residential and industrial construction, sales and marketing, mortgage brokerage, and the syndication oflimited partnerships. Prior to joining Corman Leigh Communities, Jim was the founding member of Interra, a Newport Beach based land consulting firm specializing in the management of large land holdings for future development. Jim served as the senior project analyst responsible for developing economic efficiencies in Southwest Diversified's $400 million residential development portfolio. He oversaw all construction activity and project reporting for Southwest Diversified's four operational divisions with annual home sales of $75 million, plus had financial management responsibility for all land development and entitlement activity. Jim has held the successively responsible positions: Director of Operations, Chief Financial Officer, Controller, and Project Manager with the following firms: Covenant Development, V.I. Management Co., and Foxx Development Corp. Professional Licenses: California Real Estate Broker's License California Contractor's License Education: Graduate Program - Cal State Fullerton - Urban Economics Bachelor of Science - CaI State Chico - Business Administration 4 STEVE HOLGATE . . . Stephen R. Holgate has over 25 years in all fucets of the real estate industry. As president/owner ofhis own companies, he has worked with numerous cities in the successful planning and completion of downtown redevelopment projects. His expertise in property acquisition, project financing, land planning, subdivision map processing, city requirements, the intricacies associated with Redevelopment Agency requirements and bond financing is extensive. Mr. Holgate enjoys an excellent reputation for his willingness to work with and create motivated development-tearns among cities, engineers, financiers and others. Mr. Holgate's projects total in excess of$250 million and include residential, commercial and industrial developments in Southern California, as well as income producing projects in Nevada, Texas, and Arizona. He has coordinated thirteen city annexations, twenty-seven subdivisions, four master-planned projects, eleven construction projects, and four specific plans. Office, retail, medical and industrial projects, residential communities, and over 600 apartment units are included in his project portfolio. Mr. Holgate has participated on several boards in California, such as the Economic Development Commission, Redevelopment Agency Task Force for the City of San Marcos, the Finance Committee for the City ofEscondido, Economic Development Advisory Committee-City of Coachella, Downtown Development Task Force-City ofChula Vista, School Board of Tustin, Advisory Board for the Hospital Council of Southern California, Executive Board ofh.o.p.e., Vice Chairman and Charter Member of the Lincoln Club of the Coachella Valley, the Riverside County District Attorney's Advisory Board and the Riverside County Sheriffs Business Advisory Council, Associate Delegate of Secretary of State Bill Jones to State Central Committee. SYLVIA KNIGIIT . . . Sylvia Knight has twelve years accounting experience in the public and private industries. She is a Certified Public Accountant. Her knowledge includes tax planning and preparation, auditing and internal control procedures, and financial reporting. She interfaces regularly with management, employees, vendors, customers and loan officers. She has experience in developing and implementing business infrastructure and establishing good business practices. Some of her responsibilities include preparing loan draws, aU accounting for projects, preparing cash flows and budgets for projects, preparing loan packages and business plans, and preparing all year end reports. She analyzes operations and develops key indicators to properly manage the business. Sylvia Knight is a member of the American Institute of CPA's and of the California Society of CPA's. Sylvia Knight holds a Bachelor of Arts in Business Administration with a concentration in Accounting from California State University of Fullerton. 5 KYM C. LEIGH . . . Ms. Leigh's experience includes processing and closing acquisition, development and construction loans, prospecting various lenders for potential loans, mapping and tracking of projects, preparation of feasibility studies, land research, marketing analysis and product development. She has performed these duties on some of Southern California's premier master-planned communities, including Scripps Ranch Villages (3,300 units) and Rancho Del Rey (4,000 units).' Ms. Leigh holds a Bachelor of Science degree in Business Administration with an emphasis in Finance and Real Estate from San Diego State University. LINDSY L. "SKIP" HUBBY. JR. . . . Founder and co-founder of real estate development and construction corporations focused on entry-level and first- step-up housing, panelized modular housing, and upper-end custom homes. Included in his home building experience is the discipline of management, finance, planning, marketing, development, and acquisition which includes raising equity, forming joint ventures and limited partnerships. During his years in the industry, he bas participated in planning, manufacturing, building, and marketing over 7,000 lots and homes, primarily in Southern California, Nevada, and Colorado, and most recently in Oregon and Washington. Also, a number of years were spent in non-profit organizations internationally. This was in a leadership role with organizations responding to peoples' needs working conjointly with foreign governments, United Nations Refugee Command, and other local institutions. Participated in 175 development projects in both Africa and Southeast Asia. . Co-founded Concordia Homes, a major Tier II level development and construction corporation operating in California, Nevada and Colorado. . Opened new divisions and operations for the development and construction corporations which he bas been associated with in Ventura County, Coachella Valley, Las Vegas Nevada, Durango Colorado, Portland Oregon, and Vancouver Washington and North and South Carolina. . Developed and implemented strategy and staffing for entering new world-wide ministries with non-profit organizations. These included Liberia West Africa, Indonesia, Canada, Australia, Brazil, Sierra Leone West Africa, and Cameroon West Africa. . Co-founded Kenny & Associates, Inc. specializing in research and development of panelized housing built in Corona, 29 Palms, and Victorville. . Owner and President ofKMH Associates, Inc. and co-owner of FidelislConcorndia, Inc., a land acquisition and development, finance, and construction company. . Co-owner and founder of the Pentagon Group, entity capital, equity and development construction. 6 ALBERT RAMIREZ . . . Mr. Ramirez has 12 years of experience in the home building industry. Mr. Ramirez has worked on projects in which he utilized state of the art foundation methods consisting of concrete caissons, grade beams and raised foundations with cantilever deck systems. Some of his responsibilities include purchasing and contract administration, over seeing the construction department, customer service and interacting with consultants for value engineering architecturally and structurally. Mr. Ramirez has a B-1 contractors license and earned an Associates Degree which emphasized drafting and architecture from Fullerton Junior College. JIM WlTTLIFF . . . Mr. Wittliff is an experienced land development project manager with a thorough understanding of land development methodology, code requirements, and permit approval processes. His experience includes: entitlement enhancement, feasibility analysis, fatal flow studies, ordinance research, code compliance, utility approvals, subdivision platting, rezoning, construction scheduling, and construction management. Some of Mr. Wittliff's key accomplishments include: . Managed the design and construction of21 Austin area residential subdivisions totaling nearly 1,000 lots. . Authored Acquisition Reports for Weingarten Realty Investors that were key factors in the purchase of four retail shopping centers and three industrial service centers in Texas and Colorado. . Managed the fast-track design, approval, bidding and construction of several commercial projects, including Red Barn Garden Center, Nationwide Homes, Texaco, Penske Truck Leasing, and various restaurants. . Member of the Board of Directors of the Cottonwood Water Control and Improvements District No. 3, Manor, Texas. Voted on acquisition and construction decisions for in excess of$12 million for utility infrastructure expansion and well-fields for a proposed 1,200 acre mixed-use residential project. . Performed Area Analysis report for the City of Brown weed, Texas Landfill Expansion Project. Mr. Wittliffholds a Bachelor of Science in Land Use Planning from the University of Wisconsin. 7 ROGER S. ANDERSON . . . Mr. Anderson has more than 20 years of strong and diverse management experience leading to progressively responsible positions in new home marketing and sales. He has had a unique combination of public accounting, sales and marketing experience that has led to a proven track record of achieving and exceeding sales and profit goals. Mr. Anderson has a reputation for integrity, decisiveness, leadership, professionalism and fairness. He is known as a problem-solver, motivator, team-builder, innovator and mentor. Mr. Anderson has received recognition for a variety of achievements from Sales and Marketing Councils including Industry Leader of the Year and Marketing Director of the Year. He has been a frequent speaker at the Building Industry Show, Building Industry Associations and Sales and Marketing Councils. Mr. Anderson earned his B.S. in Accounting at the Uuiversity of Southern California, Los Angeles. He is also a member of the Institute of Residential Marketing and a Certified Marketing Professional. 8 CORMAN LEIGH COMMUNITIES SERVICES AVAILABLE Planning The planning department conducts extensive feasibility analysis to determine if the marketability, political climate environmental conditions and profitability make it a realistic venture to pursue. Further research and analysis looks closer at the community impact and growth, and whether the land parcel suits the immediate and long-term needs of its future residents. Such crucial concerns such as schools, roads, water and parks are all painstakingly addressed. When a project is finally given a "go", our experienced Team works in close coordination with our engineers, construction experts, marketing specialists and sales personnel to map out and build each new community to Corman Leigh Communities' most demanding standards. Engineering and Development This department of dedicated managers and engineers plays a key supporting role for the company's planning, site development and sales departments. Engineering and Development takes raw land and makes preparations to transform it into a community of quality home sites. Taking into consideration a multiple of geographic and human variables, Engineering and Development works to submit an approved plan for the company's undeveloped land. In these environment conscious times, however, it is an increasingly complicated task. Not only must the plan specifically address the needs and desires of local community groups and site planners, it must also meet the ambitious objectives of Corman Leigh Communities. New Homes The New Homes division performs such wide-ranging duties as establishing marketing objectives, making recommendations for retail pricing, forming sales strategies, as well as developing advertising and public relations programs. Long before construction begins, our professionals analyze market trends and potentials, conduct independent competitive analysis, and provide Corman Leigh Communities with vital consumer feedback on product concept, buyer needs and desires, as well as lifestyle information. 9 New Homes concentrates on three strategic areas: Forward Planning, Marketing and Sales. Our team of Forward Planning experts provide insightful market research, analysis and tracking years in advance of the product's public introduction. These professionals assemble and analyze current and historical data relating to a project's marketplace. Taking into consideration competitive product studies, traffic studies and absorption rates, Forward Planning submits in-depth recommendations on product concept, plan mix and pricing for Corman Leigh Communities Master-Plan communities. In addition, New Homes is deeply involved in developing the corporate identity and overall image for every Corman Leigh project. Valuable marketing expertise is provided in the areas of Product Concept, Theme Development, Image and Sales Office Design. Other marketing responsibilities include advertising and promotions, model home merchandising, budget approvals and conducting market studies. The sales team of New Homes provides a vital link in maintaining the warm, caring image the public has long associated with Corman Leigh Communities. New Homes sales people also constantly analyze market conditions and make appropriate pricing recommendations. Additionally, the staffkeeps corporate executives up-to-date on the latest take-out financing programs. Operations and Services From architectura1 and landscape design through strict quality control during construction, every Corman Leigh Communities effort is focused to produce a new home that in every way lives up to the high expectations of to day's buyers. Communities Relations Reflecting our deep, long-term commitment to be a "good neighbor" in all of our projects, Corman Leigh Communities Relations provides a vital link between the developer and the many people if affects. In constant touch with the pulse of a community, the department evaluates local public attitudes, analyzes the policies and procedures of local political bodies, and implements responsive programs that earn public understanding and acceptance. 10 When situations arise that require consumer and political rapport, Corman Leigh Communities Relations provides the necessary forum for the discussion, clarification and resolution of issues that concern all interested parties. Because matters of community importance are particularly sensitive to timing, our staff stays well-informed on the policies and underlying issues that effect the families and environments of Corman Leigh neighborhoods. Corman Leigh Communities strives to encourage and develop support from the key public sectors, including elected and appointed officials, city and county staff personnel, and community planning groups. Moreover, our staff actively participates in a spectrum of community and service organizations, as well as many area events. With greater emphasis being placed on such issues as growth and the environment, Corman Leigh Communities stands committed to understanding and responding to the very real concerns expressed by community groups, political leaders, and public officials. Offering vast expertise and a network of highly skilled professionals, we believe we have the finest collection of resources in the building industry. From land acquisition, planning, map processing, engineering and grading, to product design, construction coordination, sales and homebuyer warranties, Corman Leigh Communities provides the full complement of services that ultimately determine a project's success. 11 Corman Leigh Communities MANAGEMENT AND ADMINISTRATIVE SERVICES FOR LAND DEVELOPMENT . ProjectlBusiness Opportunity Analysis & Cashflow . Conduct Due Diligence and Feasibility Studies . Coordinate Title and Escrow Processes . Prepare Project Business Plan . Prepare Project Profonnas and Budgets . Obtain Project Financing . Prepare & Coordinate Project Scheduling . Manage Development (Supervision & Direction of Onsite Staff and Subcontract Entities) . Hire and Select Project Field Staff . Conduct Bidding Process, Subcontractor Screening and Purchasing . Conduct Contract Administration and Document Control . Prepare Loan Draws and Coordinate Fund Control With Lender . Coordinate Project Legal Issues . Coordinate and Conduct or Oversee Project Accounting . Purchase and Coordinate Project Insurance & Bonding Requirements . Interface/Liaison with City/Municipal and/or County Officials and Staff as Required . Civil & Soils Engineering and Consultants Review/Interface/Liaison 12 CORMAN LEIGH COMMUNITIES MANAGEMENT AND ADMINISTRATIVE SERVICES FOR NEW HOME CONSTRUCTION . Coordinate and Oversee Project Architecture and Design . Public Utilities Interface/Liaison . Coordinate, Direct, Review and Monitor Project Sales and Marketing Program . Coordinate Customer Walk- Throughs and Conduct Customer Service . Department of Real Estate Interface/Liaison . Oversee Preparation ofHOA CC&R's and Bylaws, Architectural Standards, Landscape Maintenance Program and Customer Service Manuals . Represent Developer on HOA Board of Directors . Homeowners Association Interface and Liaison after Homeowner Takeover . Critique/Review/Determine Product Features and Specifications . Develop and Implement Project Marketing Plan . Determine Product Pricing . Prepare Detailed Budgets . Purchase Marketing Services Per Plan . Manage and Coordinate Vendors of Marketing Services . Manage Development (Supervision & Direction of Onsite Staff and Subcontract Entities) . Hire and Select Project Field Staff 13 Management and Administrative Services for New Home Construction, cont. . Conduct Bidding Process, Subcontractor Screening and Purchasing . Conduct Contract Administration and Document Control . Prepare Loan Draws and Coordinate Fund Control with Lender . Coordinate Project Insurance and Risk Management . Hire and Supervise Project Sales Staff . Monitor Competitive Market on Continuing Basis to Provide Feedback and Marketing Direction . Determine and Oversee Design of Necessary Sale Documents . Administrate/Monitor Sales Escrows . Coordinate with Lenders and Title Company on Closings .. Interface with FHA and VA Representatives if and as Required . Perform Customer Service . Perform Warrantee Responsibilities 14 CORMAN LEIGH COMMUNITIES The following is a partial list of recent projects in which Daniel R Leigh managed as a principal: Master-Planned Community: "Lake Ridge Villages", located in the County of Los Angeles, is a planned community for 296 single family detached lots on 160 acres. The balance of the 360 acre project will potentially be planned for estate lots. Master-Planned Community: "Diamond Sununit", located in the County of Salt Lake, Utah, has the first phase fully entitled, bulk graded and backbone infrastructure in place for 738 single family homes, two church sites and one school site. The second phase is entitled for an additional 120 home sites. Master-Planned Community: "Rancho Valencia" is a master-planned community being planned for approximately 300 equestrian estate lots in the county of Los Angeles. Master-Planned Community: "Haskell Canyon Ranch", located in the County of Los Angeles, is a master-planned community containing parks, open space, commercial and 570 residential homes. The property offers four different residential products ranging from town homes to traditional single family detached homes. Exclusive Gate-Guarded Community: "Peninsula Estates", located in the foothills of the Sierra Nevada Forest around a fifty-five mile long lake. These exclusive forty-six estate home sites represent one of the vel)' few opportunities for California residents to enjoy lake front living. Home prices range from $600,000 to $1,000,000. Master-Planned Community: "Silverado", a 1,600 acre master-planned community located in Cedar Park, Texas. The project is currently planned to include 3,800 single family units, 1,100 multi family units, 250 acre business park, 50 acres of commercial retail with a full compliment of recreational amenities. Single Family Tract: "Double C Ranch", located in Corona, California, is a completed project for 242 units with the product line ranging from 1,311 to 2,450 square feet, base prices from $140,000 to the low $200,000. Single Family Tract: "Jubilee", located in Temecula, California, is a completed project for 76 units with the product line ranging from 1,311 to 1,747 square feet, base prices from $110,000 to $130,000. There project included three house plans, with three elevations each. 15 Single Family Tract: "Chateau", Located in Temecula, California, is a project for 76 units with the product line ranging from 1,430 to 2,037 square feet, base prices from $120,000 to $140,000. There were three house plans, with three elevations each. Industrial Complex: "Cheny Street Industrial Park" is located in the City of Murrieta. The project is approximately 300,000 square foot industrial complex comprised of two phases and fourteen buildings. Single Family Tract: "Sienna," located in the master-planned community of California Oaks in Murrieta, California, is a completed 22 single family detached home project. The lots were purchased in a finished lot condition in mid-1994. The project is currently sold-out. Single Family Tract: "Sonrisa," at Rio Del Sol is a 49 lot project in a master planned community. The project is being planned with two models and three elevations with the square footage ranging from 1150 to 1300 square feet. Single Family Tract: "Miraposa" is a 120 unit residential neighborhood within the master- planned community of Page Ranch, Hemet California. This project is being mapped for 7,200 square foot lots. Single Family Tract: "Indian Ridge" is located in the County of Riverside. This move-up project is being mapped for 90 large lots Single Family Estate Project: "Tesoro" is a Y, acre lot, residential community located in the unincorporated area ofWildomar in the county of Riverside. This 18 lot project is anticipated to incorporate an additional 30 estate lots. Daniel R. Leigh has project managed the following projects: Master-Planned Community: "Rancho Del Rey", a 4,000 unit master-planned community located in South San Diego county. The commitment to being honest, fair and hardworking is exemplified by the fact that Daniel R. Leigh has never given a project back to a lending institution. 16 Builder Story For thirty-five years Skip Hubby, the principle at Covenant Development Inc. (cm), has been an integral part of the development ofthe Inland Empire. cm's success has always been based on providing homeowners with the highest quality homes at the most reasonable prices, in tranquil neighborhoods that are perfect for raising a family or for active aduh living. cm is made up of very special people, seasoned professionals that are experts in their field. The communities that are planned, developed and built by cm that ultimately will become the location for your new home, are only as good as the people that are assembled to manage the process. As a team, cm provides a dedication to continual improvement, a pursuit of excellence and a promise of fair treatment. The Principles of Corman Leigh Communities and Covenant Development Inc. have collectively over 100 years of Residential Building experience and are dedicated to the simple principle of giving you more for your money. The guiding principles for the two companies are integrity, honesty and the "Covenant" with the homeowner to provide superior quality. Corman Leigh and cm have joined together to bring all their combined qualities and strengths to assure the success ofCirnarron at Three Rings Ranch. Project List The following projects are listed with number of units and location, these projects were done with Skip Hubby as owner of Covenant Development and co-owner of Concordia Development: PROJECT UNITS LOCATION Apartments Concord Village Alpine Village Concord Square Concord Colony Concord Place Concord Woods Concord Villas 148 26 78 196 80 92 70 Riverside Riverside Riverside Riverside Riverside Moreno Valley Riverside Sinele Familv Homes Bolton Estates I Bolton Estates II Pierce Street I Pierce Street II Old Riverside I Presidential Series I & II Monroe Court Concord Classics Old Riverside II Country View Estates Country View Estates 11 Woodcrest Groves Old Riverside III Oak Estates Victoria Creek Regency Hills Corona Hills Concordia Classics San Jacinto 1 Yucaipa Valley Vista Royale San Jacinto 11 Springhaven Windsor Crest Concordia's Carnival Loring Ranch 148 48 72 31 81 432 53 89 131 52 47 37 63 23 43 89 51 172 117 37 14 124 149 76 53 70 Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Lake Arrowhead Riverside Riverside Corona East Highlands San Jacinto Yucaipa West Covina San Jacinto Sun City Lorna Linda Palmdale Riverside C:\MyDo.=umentoICo_Dev\Pmjeotlill.eo_O"Vclop....ntd<x:: Festival Temecula Celebrations Country Groves Fillmore Fillmore II Indio Festival Fe~waICMhe~aICrty Covenant Series Cimarron At Three Rings Ranch Cottonwood Heritage Covenant Homes Prospective Projects: Victorville Cath~aI City Three Rings Ranch entry Hemet 19 1000 Palms 76 83 147 82 68 89 22 33 67 26 19 52 Temecula Fontana Ventura Fillmore Fillmore Indio Cathe~al City San Jacinto Beaumont Salem, Oregon Oregon City, Oregon Oregon 209 72 60 19 97 C:\My~DcvIProjottIilt.~~okJe ~(Q)~W 1 2 3 4 5 6 RESOLUTION NO.' RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE FOURTH AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND DR. IRVING FELDKAMP WHEREAS, the City of San Bernardino (the "City") is a 7 municipal corporation and charter city organized and existing under 8 the constitution and laws of the State of California; and 9 10 WHEREAS, on or about January 14, 1994, the City commenced 11 an action for judicial foreclosure of special tax liens in the 12 Superior Court of the State of California for the County of San 13 Bernardino, against certain named defendants therein, including 14 Developer, bearing Case No. SCV09593 ("Action") for failure to pay 15 the special taxes levied against the Property; and 16 17 WHEREAS, in 1994, the City entered into a Mutual Release 18 and Settlement Agreement ("Original Settlement Agreement") with Dr. 19 Irving Feldkamp structuring a schedule of payments and other terms 20 for the construction of homes on the Property; and 21 22 WHEREAS, the City and Dr. Feldkamp have been in 23 negotiations for several years regarding the development of the 24 Property, and thus said Original Settlement Agreement was amended 25 in 1997 by the Amendment to Mutual Release and Settlement Agreement 26 (the "First Amendment"), amended in 1998 by the Second Amendment to 27 28 - 1 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Mutual Release and Settlement Agreement (the "Second Amendment") and again in 1999 by the Third Amendment to Mutual Release and Settlement Agreement (the "Third Amendment and collectively with the Original Settlement Agreement and the First Amendment and Second Amendment, the "Settlement Agreement"); and WHEREAS, Dr. Feldkamp has entered into escrow with a prospective purchaser of the Property which escrow is scheduled to close on May 7, 2001; and WHEREAS, there are certain terms and conditions contained in the Settlement Agreement which have expired and other terms are not applicable to a developer with construction financing, and thus the City desires to amend the Settlement Agreement to extend the period to file the Final Tract Map to August 1, 2001, and revise certain other terms of said agreement. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY 19 OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS 20 FOLLOWS: 21 22 Section 1. Amendment to Feldkamp Settlement 23 Agreement. The City hereby approves the Fourth Amendment to Mutual 24 25 26 27 28 Release and Settlement Agreement ("Fourth Amendment") between the City and Dr. Feldkamp in order to extend the date for recording final Tract Map No. 14193 to August 1, 2001. The Settlement - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement shall also be amended to extend the period for Dr. Feldkamp to apply for Mortgage Assistance Program ("MAP") funds of the Redevelopment Agency of the City of San Bernardino to the year 2004. The Fourth Amendment on file with the City Clerk is hereby approved and the Mayor is authorized to execute the final Fourth Amendment when the same has been prepared with such changes as shall be approved by the Mayor and City Attorney. Section 2. Approval of Corman Leigh Communities as Owner of the Limited Liability Partnership Which Shall be Purchaser/Developer. The Settlement Agreement requires that the City in its reasonable discretion approve the prospective purchaser/developer of the Property prior to the final sale. The City has reviewed the resume of Corman Leigh Communities, which shall own the limited liability company which shall purchase the Property. Based upon that review, the City hereby approves Corman Leigh Communities pursuant to Section 2.3 of the Fourth Amendment. Section 3. Official Action. The Mayor, the City Clerk, City Attorney, City Special Counsel and any and all other officers or agents of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to - 3 - 1 consummate the transactions contemplated hereby including the 2 execution of the Fourth Amendment. Whenever in this Resolution any 3 officer of the City is authorized to execute or countersign any 4 document or take any action, such execution, countersigning or 5 action may be taken on behalf of such officer by any person 6 designated by such officer to act on his or her behalf in the case 7 such officer shall be absent or unavailable. The City hereby 8 appoints the Mayor as agent of the City for purposes of executing 9 any and all documents and instruments which any officer of the City 10 is authorized to execute hereunder. 11 III 12 III 13 III 14 III 15 III 16 III 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - I RESOLUTION OF THE MAYOR AND COMMON COUNCIL SAN BERNARDINO APPROVING THE FOURTH AMENDMENT AND SETTLEMENT AGREEMENT BETWEEN THE CITY OF SAN IRVING FELDKAMP OF THE CITY OF TO MUTUAL RELEASE BERNARDINO AND DR. 2 3 4 Section 3. Effective Date. This Resolution shall 5 take effect from and after the date of its passage and adoption. 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly 8 adopted by the Mayor and Common Council of the City of 9 San Bernardino at a meeting thereof, held on 10 the day of April, 2001, by the following vote, to wit: 11 Council: AYES NAYS ABSTAIN ABSENT 12 ESTRADA LIEN 13 MCGINNIS SCHNETZ 14 SUAREZ ANDERSON 15 MCCAMMACK 16 17 18 19 20 21 City Clerk The foregoing resolution is hereby approved this day of April, 2001. Mayor of the City of San Bernardino 22 Approved as to form and legal content: 23 By: 24 City Attorney 25 26 27 28 - 5 - STATE OF CALIFORNIA I COUNTY OF SAN BERNARDINO ss CITY OF SAN BERNARDINO 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Ci ty Clerk of the City of HEREBY CERTIFY that the foregoing and attached Common Council of the City of San Bernardino is a full, true and correct copy of that this office. I, San Bernardino, DO copy of Mayor and Resolution No. now on file in IN WITNESS WHEREOF, I affixed the official seal of the City of San Bernardino this have hereunto set my hand and Mayor and Cornman Council of the day of , 2001. City Clerk - 6 - RECORDING REQUESTED BY: CITY OF SAN BERNARDINO WHEN RECORDED RETURN TO: LEWIS D' AMATO, BRISBOIS & BISGAARD, LLP 221 No. FIGUEROA STREET SUITE 1200 LOS ANGELES, CALIFORNIA 90012 ATTN: ALEXIS G. CRUMP Recordation Fee Not Applicable Pursuant to Government Code Section 6103 (Space Above For Recorder's.Use Only) FOURTH AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT 582001:10569.1 SBEO\0121F\DOC\18.6 7\20\99 910 jq FOURTH AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Fourth Amendment to Mutual Release and Settlement Agreement (this "Fourth Amendment") is entered into this day of April, 2001, by and between the City of San Bernardino, a California municipal corporation ("City") and Irving M. Feldkamp III or his assignees as herein provided ("Developer"). The City and the Developer are collectively referred to as the "Parties". SECTION 1. RECITALS 1.1. On June 18, 1990, the City created Community Facilities District No. 995 ("District") pursuant to the Mello-Roos Community Facilities Act of 1982, codified at Government Code Section 53311 et. seq. (the "Act"). Pursuant to the Act, in December, 1990, thecity issued $7,440,000 Special Tax Bonds ("Bonds"), which were secured by the special taxes authorized to be levied against all parcels within the District. The Bonds were then refunded with the $3,315,000 Community Facilities District No. 995 of the City of San Bernardino (Verdemont Area) Special Tax Refunding Bonds (the "Refunding Bonds") . 1.2. The Developer owns or has an interest in unimproved property located within the District as more fully described in Exhibit "A" attached hereto (the "Property"). On or about January 14, 1994, the City commenced an action for judicial foreclosure of special tax liens in the Superior Court of the State of California for the County of San Bernardino, against certain named defendants therein, including Developer, bearing Case No. SCV09593 ("Action") for failure to pay the special taxes levied against the Property. 1.3. The Parties desired to resolve their differences and to avoid the expense and inconvenience of any future litigation, including without limitation, litigation of the Action, and thus entered into a Mutual Release and Settlement Agreement dated as of August 29, 1994 (the "Original Settlement Agreement") under which the Developer agreed to make payments to the City for delinquent special taxes, San Bernardino Unified School District ("School District") fees, interest, penalties and costs provided in said Original Settlement Agreement. 1.4. The Original Settlement Agreement was amended by that certain First Amendment to Mutual Release and Settlement Agreement dated October 21, 1997 (the "First Amendment") which S82001:10569.1 1 modified the terms of payment and amounts due to the City under the Original Settlement Agreement and provided for the concurrent execution of the Purchase and Sale Agreement for the purchase by the Developer from the City of certain real property located within the District which real property is included in the definition of Property contained in Section 1.2 hereof; and 1.5. On or about October 7, 1998, the Original Settlement Agreement was amended by that certain Second Amendment to Mutual Release and Settlement Agreement (the "Second Amendment") which further modified certain terms and conditions of the Original Settlement Agreement. 1.6. On or about June 1, 1999, the Original Settlement Agreement was again amended by that certain Third Amendment to Mutual Release and Settlement Agreement (the "Third Amendment") which further modified certain terms and conditions of the Original Settlement Agreement. (Whenever used herein and unless otherwise specified, the "Original Settlement Agreement" shall refer to the Original Settlement Agreement as amended by the First Amendment, Second Amendment and Third Amendment.) 1.7. Pursuant to the First Amendment it has been established between the parties hereto that, as of the date of the First Amendment, the total amount of delinquent special tax, interest, penalties, School District Fees and costs due to the City with respect to the Property for the period from Fiscal Year 1991- 92 to Fiscal Year 97-98 was Eight Hundred Twenty Two Thousand, Four Hundred Ninety Three Dollars and Eighty Eight Cents ($822,493.88) (the "Debt"). This amount represented $10,822.29 per lot for the 76 lots existing on the Property (the "Home Release Payment"). Of this amount Five Thousand Four Hundred Forty Six and 29/100 Dollars ($5,446.29) was attributable to special taxes, interest and penalties and the remainder to other costs of the City associated with San Bernardino Unified School District fees. 1.8. Since the date of the First Amendment, the Developer has paid Thirty Five Thousand Three Hundred Fifty Nine Dollars and Ninety Four Cents ($35,359.94) of the Debt which has been credited, as follows: DATE OF PAYMENT CFD CITY WATER DEPT TOTAL RMBRSMT RMBRSMT 3,059.94 -0- -0- 3,059.94 16,473 11,951 3,876 32,300 19,532.94 11,951 3,876 35,359.94 2 Oct 97 June 98 882001: 10569.1 1.9. As of the date of the Third Amendment the amount of the Debt equaled Seven Hundred Eighty Seven Thousand One Hundred Thirty Three and 94/100 Dollars ($787,133.94) of which Three Hundred Ninety Four Thousand Three Hundred Eighty Four and 94/10 ($394,384.94) was attributable to special taxes, interest, penalties and costs (the "Special Tax Debt") and the remaining balance was attributable to outstanding amounts paid to reimburse the City for amounts owed to the San Bernardino Unified School District. 1.10. In August, 1999, the Developer paid the full amount of the outstanding balance of Special Tax Debt from amounts he received from the Redevelopment Agency of the City of San Bernardino in consideration for restricting the sale of an aggregate of 22 lots of the Property for residents of low- and moderate-income. 1.11. The City applied the money it received from the Developer, along with other amounts, to pay the outstanding balance of Special Taxes, defease the District's outstanding Refunding Bonds and extinguish t~e District. 1.12. Currently, the amount due and owing from the Developer to the City (the "Remaining Debt") equals Five Hundred Forty Four Thousand Seven Hundred Forty Nine Dollars ($544,749). 1.13. The parties hereto now mutually desire to further amend and supercede the Original Settlement Agreement to revise certain terms concerning the performance obligations of Developer as hereinafter set forth. 1.14. In consideration of the covenants, conditions and promises herein contained, the Parties agree as, set forth. SECTION 2. SETTLEMENT TERMS AND CONDITIONS 2.1. The amount due and owing from the Developer to the City hereunder (the "Remaining Debt") equals Five Hundred Forty Four Thousand Seven Hundred Forty Nine Dollars ($544,749), and shall be paid in the following manner: Developer shall be required to pay a fee equal to $7,167.75 per home (the "Modified Home Release Price"): The Modified Home Release Price includes: 582001:10569.1 3 (i)$3,884.75 per home as reimbursement to the City for School District fees totaling Two Hundred Ninety Five Thousand Two Hundred Forty One Dollars ($295,241) ("School District Reimbursement"); (ii) $1,283 per home as reimbursement to the City General Fund for amounts due to the City Water District totaling Ninety Seven Thousand Five Hundred Eight Dollars ($97,508) ("General Fund Water Reimbursement"); and (iii) $2,000 per home as reimbursement to the City General Fund totaling One Hundred Fifty Two Thousand Dollars ($152,000) (the "General Fund Payment") . 2.2. (a) The Modified Home Release Price shall be due and payable upon final inspection and clearance of utilities prior to authorizing occupancy for each lot whether or not the home is sold, or upon the close of escrow of the home, but in no event later than two (2) months after final inspection and clearance of utilities. Notwithstanding the foregoing, Developer shall not be required to pay the Modified Home Release Price for four (4) model homes until the earlier of (i) the sale of such home or (ii) two (2) years from the date of construction. (b) Late charges shall accrue in the event the payment required hereunder is not paid within thirty (30) days of its due date and shall bear interest at the rate of ten percent (10%) per annum until paid. (c) Except as provided in Section 2.3 hereof, Developer may not transfer title to all or any portion of the Property unless and until it has remitted the Modified Home Release price payment. Upon payment of the Modified Home Release Price, the City shall execute a notice of satisfaction of lien which shall be recorded to release the lot from this Fourth Amendment. 2.3. Notwithstanding the above, with the consent of the City, which consent shall not be unreasonably withheld, the Developer may enter into a construction or sales contract for construction on the Property or sale of the Property with a licensed contractor or a developer who, (1) between the period of January, 1997 through January, 2001: (i) has constructed or is scheduled to construct at least one hundred (100) single family housing units, (ii) has developed at least 100 parcels of real property or (iii) has achieved any combination of (i) and (ii) totaling 100 and (2)assumes all of the duties and obligations under this Fourth Amendment. 882001:10569.1 4 2.4. The City shall not require the Developer to pay additional school fees to the extent that the school fees included in the calculation of the Remaining Debt are sufficient to compensate the School District for all school fees. The Developer shall have the sole responsibility to obtain any and all consents or other waivers as may be required by the School District acknowledging that the amounts set forth herein are the only School District fees applicable to the Property. 2.5. In addition to being wi thin the District, the Property was also subject to Verdemont Infrastructure Fees ("VI Fees"). However, the Developer shall not be required to pay any VI Fees on the Property. 2.6. The Developer has requested down payment assistance be made available to their buyers from the Mortgage Assistance Program ("MAP") of the Redevelopment Agency of the City of San Bernardino ("Agency"). The City hereby confirms that it has entered into a letter agreement in the form attached hereto as Exhibit "B" with the Agency ( the "Letter Agreement") directing the Agency to use its best efforts to provide MAP assistance on a first come first serve basis to all of the Developer's buyers who qualify for MAP assistance. Under the MAP, the buyers shall receive no more than the following amounts in the following years: 2001/2002 - $50,000; 2002/03 - $100,000; 2003/04 - $50,000. In the event the foregoing amounts are not used by Developer's buyers in the years granted, said amounts shall not be carried forward and thus shall not be available to the Developer's buyers in any subsequent year. The foregoing grants shall be subject to all of the terms, conditions and qualifying criteria as may be specified in the MAP as such terms, conditions and criteria exist at such time and consistent with the requirements imposed by the funding source and other discretionary criteria as may be established by the Agency. Developer shall not receive any waivers of terms in connection with this Amendment. 2.7. The Parties hereto acknowledge that pursuant to the (Feldkamp/Agency Agreement) dated as of , the Agency and the Developer have agreed that in consideration for the amounts paid by the Agency on behalf of the Developer to extinguish the Special Tax Debt, the Developer shall restrict the sale of an aggregate of 22 lots of the Property for residents of low- and moderate-income. SECTION 3. DEFAULT TERMS $82001:10569.1 5 3.1. The following shall constitute events of default by the Developer hereunder: (i) Failure to remit any payment to the City pursuant to Section 2.1 hereof within forty five (45) days of its due date; (ii) Failure to record the Final Map for Tract No. 14193 on or before August 1, 2001; (iii) Defaul t on the part of the Developer under any provisions of its long term construction loan financing of the Property. (iv) Failure to commence construction of on-site building by January 1, 2002, and thereafter proceed with said construction with due diligence until completion, subject to Section 3.2 hereof. 3.2. (a) Performance by either party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to the force majeure events of war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes or weather-caused delays (that are not attributable to the fault of the party claiming an extension of time) or acts or failure to act of any public or governmental agency or entity. An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided, however, that the party claiming the existence of the delay first provide the other party with written notice of the occurrence of the delay within fifteen (15) calendar days of the occurrence of the event giving rise to delay. The parties hereto expressly acknowledge and agree that changes in ei ther general economic conditions or changes in the economic assumptions of any of them which may have provided a basis for entering into this Agreement and which occur at any time after the execution of this Agreement, are not force majeure events and do not provide any party with grounds for asserting the existence of a delay in the performance of any covenant or undertaking which may arise under this Agreement. Each party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such party under this Agreement, but that such inconvenience or hardship is not a force majeure event and does not excuse the performance by such party of its obligations under this Agreement. Furthermore, submittal of incomplete or defecti ve applications, plans or drawings to any governmental 882001:105E9.1 6 agency, including the City, shall not be grounds for the exercise by the Developer of any provisions of this Section. (b) Except for the requirement of recording the Final Tract Map by August 1, 2001, the City agrees to extend the dates for the performance of the duties of the Developer hereunder for the construction of the homes on the Property as long as the Developer proceeds with the construction of said homes with due diligence and in a workmanlike manner in accordance with normal industry standards. 3.3. Developer shall not be in default under subsections (i), (ii) or (iv) of Section 3.1 in the event that such default is the result of unlawful or unreasonable actions by the City. "Unreasonable actions" shall not include any discretionary action, taken by the City in its standard process of approving the final Tract Map No. 14193 for the Property or other discretionary approval of the City in connection with completion of the homes on the Property. 3.4. Subject to Section 3.2 hereof, upon the happening of an event of default,. Developer shall immediately, upon written request of the City, execute a quitclaim deed to the Property, and deliver said quitclaim deed and the Property to the City. Upon delivery to the City and recordation of a quitclaim deed to the Property, the City shall release Developer from any and all obligations arising from the Debt against the Property. SECTION 4. TERMS OF PURCHASE OF PARCEL 2 4.1. The Developer purchased Parcel 2 of the Property (as described on Exhibit A hereto) from the City for a total consideration of Four Hundred Thirty Thousand Dollars ($430,000) of which One Hundred Ninety Seven Thousand, Four Hundred Twenty Seven Dollars and Fifteen Cents ($197,427.15) of the purchase price was to be paid upon the sale of each lot to an individual purchaser and the remainder of Two Hundred Thirty Two Thousand, Five Hundred Seventy Two Dollars and Eighty Five Cents ($232,572.85) shall be deemed to be paid by the Developer upon development of street improvements (including but not limited to curbs, gutters, sidewalks, fill-in street paving and lighting) by the Developer on Ohio, Olive and Walnut Avenues as described in the site plans which were prepared by MAPCO and submitted and approved by the City. The amount due per lot equaled Four Thousand Seven Hundred Dollars and Sixty Five Cents ($4,700.65) for each of the 42 lots for a total of ($197,427.15/42 lots) and was included in the Eight Hundred Twenty Two Thousand Four Hundred Ninety Three Dollars and Eighty Eight 882001:10569.1 7 Cents ($822,493.88) set forth in Section 2.1 of the First Amendment. The amounts described in Section 2.1 hereof include the One Hundred Ninety Seven Thousand, Four Hundred Twenty Seven Dollars and Fifteen Cents ($197,427.15) amount described in this Section 4.1. Thus, payment under Section 2.1 hereof constitutes satisfaction of the One Hundred Ninety Seven Thousand, Four Hundred Twenty Seven Dollars and Fifteen Cents ($197,427.15) due hereunder. SECTION 5. MISCELLANEOUS PROVISIONS 5.1. This Fourth Amendment contains the entire understanding of the Parties with respect to the subject matter hereof, and supercedes all prior agreements both written or oral relating hereto, except that certain Bailey Creek Agreement between the City and the Developer and the Agreement between the Agency and the Developer which requires the Developer to restrict 22 lots for low- and moderate-income residents. No modification or waiver of any of the provisions hereof shall be valid unless in writing and executed by the Parties to be bound. 5.2. This Fourth Amendment shall be governed in accordance with the laws of the State of California. Any action brought to enforce or interpret this Fourth Amendment, or any part thereof, shall be brought in the State of California, in the County of San Bernardino. 5.3. Each Party hereto certifies that he, she or it has read all of this Fourth Amendment and fully understands all of the same. 5.4. This Fourth Amendment shall be recorded in the appropriate real property records of San Bernardino County, California and shall constitute a lien on the Property described in Exhibit "A" for the amounts set forth herein. 5.5. The effective date of the Fourth Amendment is the date set forth in the first paragraph of hereof. 5.6. This Fourth Amendment has been duly authorized the City, through the action of its Mayor and Common Council taken on April 16, 2001. The representatives signing this Fourth Amendment on behalf of the City expressly represent that he, she or they do so with the full authority and c~nsent of the City. 882001:10569.1 8 [PLEASE NOTE THAT SIGNATURES OF ALL PARTIES TO THIS AMENDMENT MUST BE NOTARIZED] DATED: April , 2001 CITY OF SAN BERNARDINO, a California municipal corporation By: APPROVED AS TO FORM AND CONTENT: DATED: April , 2001 LEWIS D'AMATO BRISBOIS & BISGAARD, LLP By: Attorneys for the City of San Bernardino DEVELOPER By: Irving M. Feldkamp III C:\25426-003\docs\STATIC-3.1agc.wpd 882001:10569.1 9 STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared , 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), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) 882001:10569.1 10 STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared , 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), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) SB2001:10569.1 11 EXHIBIT "Au [DESCRIPTION OF PROPERTY] 882001:10569.1 [Date] Redevelopment Agency of the City of San Bernardino 201 North "E" Street, 3rd Floor San Bernardino, CA 92401 Re: Mortgage Assistance for Developer Properties Dear Mr. Van Osdel: By this letter the City of San Bernardino ("City") and the Redevelopment Agency of the City of San Bernardino ("Agency") hereby agree that pursuant to the Fourth Amendment to Mutual Release and Settlement Agreement between the City and Irving M. Feldkamp III ("Developer") dated as of April 16, 2001, the Agency shall use its best efforts to provide mortgage assistance to all buyers of the subject lots who qualify for the Agency's Mortgage Assistance Program ("MAP"). However, MAP funds will be available on a first come first serve basis. Under the MAP, the Developer's buyers will receive assistance, if available, of no more than the following amounts in the following years: 2001/2002 - $50,000; 2002/03 - $100,000; 2003/04- $50,000. In the event the foregoing amounts are not used by Developer's buyers in the years granted, said amounts shall not be carried forward, and thus shall not be available to the Developer's buyers in any subsequent year. The foregoing grants shall be subject to all of the terms, conditions and qualifying criteria as may be specified in the MAP as such terms, conditions and criteria 882001:10569.1 exist at such time and consistent with the requirements imposed by the funding source and other discretionary criteria as may be established by the Agency. Developer shall not receive any waivers of terms in connection herewith. Very truly yours, CITY OF SAN BERNARDINO By: Judith Valles Mayor AGREED AND ACCEPTED: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Gary Van Osdel Executive Director 582001:10569.1 c w-' V 1 2 3 4 5 6 7 8 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AN AMENDMENT TO LETTER AGREEMENT WITH THE CITY OF SAN BERNARDINO REGARDING MAP ASSISTANCE FOR DR. IRVING M FELDKAMP WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is organized and existing under the Community Development Law (Health and Safety Code Section 33000, et ~.) and is authorized thereunder to purchase and sell property in 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 order to carry out its redevelopment purposes; and WHEREAS, in 1994, the City of San Bernardino (the "City") entered into a Settlement Agreement ("Original Settlement Agreement") wi th Dr. Irving Feldkamp in connection with the property wi thin Communi ty Facilities District 995 ("CFD 995") owned by Dr. Feldkamp; and WHEREAS, said Settlement Agreement was amended in 1997 (the "First Amendment"), in 1998 (the "Second Amendment") and in 1999 (the "Third Amendment") ("Settlement Agreement" herein shall refer to the Original Settlement Agreement, as amended); and WHEREAS, in October, 1997 the Agency executed a Letter Agreement (the "Letter Agreement") with the City which was amended in 24 1999 because the terms of the Settlement Agreement were extended; and 25 26 27 28 SB2001:10655.1 1 1 2 3 4 5 6 7 8 9 WHEREAS, the Letter Agreement states that the Agency shall use its best efforts to provide mortgage assistance to all buyers of the Feldkamp lots who qualify for the Agency's Mortgage Assistance Program ("MAP") in the following years: 1999/2000 - $50,000; 2000/01 - $100,000; 2001/02 - $50,000; and WHEREAS, the City and Dr. Settlement Agreement to Feldkamp desire to amend the extend the provision of MAP original assistance to: 2001\02 - $50,000; 2002\2003 - $100,000; 2003\04 - 10 $50,000 and the Agency desires to amend the Letter Agreement to 11 provide for such changes. 12 13 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, ACTING 14 ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, 15 DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 16 17 Section 1. Execution of Revised Letter Agreement with 18 City. The Agency hereby approves the form of Letter Agreement 19 attached hereto with such changes as shall be approved by the 20 Executive Director upon recommendation of counsel. The Agency hereby 21 agrees to use its best efforts to provide mortgage assistance to all 22 buyers of the Feldkamp lots who qualify, as provided in the Letter 23 Agreement, for the Agency's MAP funds for the following period: 24 2001\02 - $50,000; 2002\2003 - $100,000; 2003\04 - $50,000 25 26 27 28 SB2001:10655.1 2 1 Section 2. Official Action. The Chairman, Executive 2 Director, Secretary, counsel and any and all other officers of the 3 Agency are hereby authorized and directed, for and in the name and on 4 behalf of the Agency, to do any and all things and take any and all 5 actions, including execution and delivery of any and all assignments, 6 certificates, requisitions, agreements, notices, consents, instruments 7 of conveyance, warrants and other documents, which they, or any of 8 them, may deem necessary or advisable in order to consummate the 9 transactions contemplated herein. Whenever in this Resolution any 10 officer of the Agency is authorized to execute or countersign any 11 document or take any action, such execution, countersigning or action 12 may be taken on behalf of such officer by any person designated by 13 such officer to act on his or her behalf in the case such officer 14 shall be absent or unavailable. The Agency hereby appoints its 15 Chairperson and Executive Director as agents of the Agency for 16 purposes of executing any and all documents and instruments which any 17 officer of the Agency is authorized to execute hereunder. 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 28 582001:10655.1 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AN 1 AMENDMENT TO LETTER AGREEMENT WITH THE CITY OF SAN BERNARDINO REGARDING MAP ASSISTANCE FOR DR. IRVING M FELDKAMP 2 3 4 5 6 7 8 9 10 Section 3. This Resolution shall take effect upon the date of its adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at an adjourned regular meeting thereof, held on the day of April, 2001, by the following vote, to wit: 11 Commission AYES NAYS ABSTAIN ABSENT 12 ESTRADA LIEN 13 McGINNIS SCHNETZ 14 SUAREZ ANDERSON 15 McCAMMACK 16 17 Secretary 18 The foregoing resolution is hereby approved this day of April, 200l. 19 20 21 22 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 23 Approved as to form and legal content: 24 By: Agency Counsel 25 26 27 28 SB2OOI:10655.1 4 1 2 3 4 5 6 EXHIBIT A April 2001 Redevelopment Agency of the City of San Bernardino 201 North "E" Street, 3rd Floor San Bernardino, CA 92401 Re: Mortgage Assistance for Feldkamp Properties Dear Mr. Van Osdel: 7 By this letter the City of San Bernardino ("City") and the Redevelopment Agency of the City of San Bernardino ("Agency") hereby 8 agree that pursuant to the Fourth Amendment to Mutual Release and Settlement Agreement between the City and Irving M. Feldkamp III 9 ("Developer") dated as of April ,2001, the Agency shall use its best efforts to provide mortgage asSIstance to all buyers of the subject 10 lots who qualify for the Agency's Mortgage Assistance Program ("MAP"). However, MAP funds will be available on a first come first serve 11 basis. Under the MAP, the Developer's buyers will receive assistance, if available, of no more than the following amounts in the following 12 years: 2001\02 - $50,000; 2002\2003 - $100,000; 2003\04 - $50,000. 13 In the event the foregoing amounts are not used by Developer's buyers in the years granted, said amounts shall not be 14 carried forward, and thus shall not be available to the Developer's buyers in any subsequent year. The foregoing grants shall be subject 15 to all of the terms, conditions and qualifying criteria as may be specified in the MAP as such terms, conditions and criteria exist at 16 such time and consistent with the requirements imposed by the funding source and other discretionary criteria as may be established by the 17 Agency. Developer shall not receive any waivers of terms in connection herewith. 18 19 20 21 22 Very truly yours, CITY OF SAN BERNARDINO By: Judith Valles Mayor 23 AGREED AND ACCEPTED: 24 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 25 26 By: Gary Van Osdel 27 Executive Director 28 S82001:10655.1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO )ss CITY OF SAN BERNARDINO ) I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached 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. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Community Development Commission of the City of San Bernardino this day of , 2001. 28 582001:10655.1 Secretary of the Community Development Commission of the City of San Bernardino ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 4-110-0\ Vote: Ayes (-S," Nays Change to motion to amend original documents: Item # _~.A'o -e Abstain Reso. # On Attachments: ~ Contract term: Note on Resolution of Attachment stored separately:-==- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY Date Sent to Mayor: 4. - \ '( -0, Date of Mayor's Signature: 4- ,q~<::>\ Date ofClerklCDC Signature: A-I'1-O\ Date Memo/Letter Sen See Attached: See Attached: See ature: 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: Request for Council Action & Staff Report Attached: Updated Prior Resolutions (Other Than Below): Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Updated CDC Personnel Folders (5557): Updated Traffic Folders (3985, 8234, 655, 92-389): Copies Distributed to: City Attorney ./ Parks & Rec. Code Compliance Dev. Services Public Services Police Water Notes: Resolution # 6bO \ - Ii Z. -0 Absent "" ,<R-:c>.o:t2(1::\ \- 18 , NullNoid After: - By: - Reso. Log Updated: /' Seal Impressed: ,/' Date Returned: Yes v' No By Yes No~ By Yes No V By Yes No ,..- By Yes N07 By EDA ",... Finance MIS BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: ~ Date: 4-"2'3--0 I Revised 0 1I12/0 I Others: ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 4 - \ "-tit Item # Vote: Ayes \-\5;, 'I Nays.e Change to motion to amend original documents: R.. <\ \ Resolution # (Oc) '2{~ \- 18 Abstain k- Absent fo 5'.R: 2001- ~ l... Reso. # On Attachments: ~ Contract term: - Note on Resolution of Attachment stored separately: -==-- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY NullNoid After: - By: - Date Sent to Mayor: -4 -1\(-<::> I Date of Mayor's Signature: ..(-Il1-D/ Date of Clerk/CDC Signature: -'\-, q-c> \ Reso. Log Updated: V Seal Impressed: _ Date Memo/Letter Sent for Signa u 60 Day Reminder Letter Sent on 30th day: 90 Day Reminder Letter Sent on 45th day: See Attached: See See Attached: Date Returned: Request for Council Action & Staff Report Attached: Yes v Updated Prior Resolutions (Other Than Below): Yes Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Yes Updated CDC Personnel Folders (5557): Yes Updated Traffic Folders (3985, 8234, 655, 92-389): Yes No By No ~ By No ~ By No V By No / By Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services EDA ,/' Finance Police Public Services Water Others: MIS Notes: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.) Ready to File: ~ Date: <\,2:3,'01 Revised 01112/01