HomeMy WebLinkAboutCDC/2007-17
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RESOLUTION NO. CDC/2007-17
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO EXECUTE THE ASSIGNMENT
AGREEMENT ASSIGNING A PORTION OF PARCEL 3 OF PARCEL MAP
16307 TO TOLL BROS., INC., A PENNSYLVANIA CORPORATION, RELATED
TO THE J.R WATSON & ASSOCIATES DEVELOPMENT CO., 2003
DISPOSITION AND DEVELOPMENT AGREEMENT (DDA)
8 WHEREAS, the Community Development Commission of the City of San Bernardino (the
9 "Commission") is the governing body of the Redevelopment Agency of the City of San Bernardino (the
10 "Agency"), a public body, corporate and politic, organized and existing pursuant to the Community
11 Redevelopment Law (California Health and Safety Code Section 33000 et seq.); and
12 WHEREAS, the Agency entered into the "2003 Disposition and Development Agreement by
13 and between the Agency and J.R. Watson & Associates Development Co. (the "Developer")," dated
14 June 2, 2003, as modified by the Clarification and Amendment thereto, dated January 20, 2004
15 (collectively referred to as the "DDA"), pertaining to the disposition and development of certain real
16 property located at the northwest corner of University Parkway and Northpark Boulevard in the City of
17 San Bernardino, California, and more specifically described therein as Parcels 1,2,3, and 4 of Parcel
18 Map 16307 (collectively and severally, the "Property"); and
19 WHEREAS, pursuant to Section 1.04 of the DDA, as amended, the Agency agreed to allow the
20 Developer to assign its interest thereunder to an Approved Assignee prior to the recordation of a
21 Certificate of Completion for the Project upon the express consent of the Agency, in addition to the
22 Assignee's express assumption of the Developer's obligations to comply with the Required Building
23 Standards ofthe DDA, provided, the Developer remains obligated to perform all duties imposed under
24 the DDA; and
25 WHEREAS, pursuant to Section 3.04(b) of the DDA, as amended, the Developer is entitled to
26 assign its rights and obligations under the DDA to an Approved Assignee subject to the Developer's
27 continued obligation to review and require compliance by any Approved Assignee with the Required
28 Building Standards described within the DDA and provided Developer remains obligated to perform its
4817.3944-7041.1
P\Agendas\Resollllions\Rcsolulions\2007\06-18-01 J R. W3!SOIl & Anodal!: Assignmenl COC Rcsodo<:
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1 duties under the DDA until the Certificate of Completion is issued pursuant to Section 3.07 of the
2 DDA; and
3 WHEREAS, the Developer desires to assign all of its right, title and interest in and to the DDA
4 pertaining to apportion of Parcel 3 of Parcel Map 16307, also referred to as Residential Phase 2, to Toll
5 Bros., Inc., a Pennsylvania corporation (the "Assignee"), and the Assignee is willing to assume the
6 duties, responsibilities and obligations ofthe Developer under the DDA pursuant to the Assignment of
7 a Portion of Parcel 3 of Parcel Map 16307 for development by Toll Bros., Inc., pursuant to the terms of
8 the DDA by and between the Agency and the Developer (the "Assignment Agreement"); and
9 WHEREAS, the Assignment Agreement is categorized as Statutory Exemption under the
10 California Environmental Quality Act ("CEQA"), per Public Resource Code Sections 21102 and
11 21150.
12 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
13 SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
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Section 1.
The Commission hereby authorizes and approves the Assignment Agreement in
15 the form as presented at the meeting of the Commission at which this Resolution is adopted and hereby
16 authorizes the Executive Director of the Agency to execute the Assignment Agreement on behalf of the
17 Agency together with such technical and conforming changes as recommended by the Executive
18 Director of the Agency and approved by the Agency Counsel.
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Section 2.
The Assignment Agreement is categorized as Statutory Exemption under CEQA,
20 per Public Resource Code Sections 21102 and 21150.
21
This Resolution shall become effective immediately upon its adoption.
Section 3.
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P\Agendas\Resolutioos\Resolulions\2007\06-IS-07 J R. Wal50n & Associate Assignment (DC Reso doc
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO TO EXECUTE THE ASSIGNMENT
AGREEMENT ASSIGNING A PORTION OF PARCEL 3 OF PARCEL MAP
16307 TO TOLL BROS., INC., A PENNSYLVANIA CORPORATION, RELATED
TO THE J.R WATSON & ASSOCIATES DEVELOPMENT CO., 2003
DISPOSITION AND DEVELOPMENT AGREEMENT (DDA)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
meeting thereof,
7 Development Commission of the City of San Bernardino at a joint regular
8 held on the 18 th day of Tllnp
9 Commission Members: Aves
10 ESTRADA X
11 BAXTER X
12 BRINKER --L
13 DERRY ---1L
14 KELLEY X
15 JOHNSON X
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16 MC CAMMACK X
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,2007, by the following vote, to wit:
Navs
Abstain
Absent
~j]j~
Secretary
~
\ <6 day of
June
,2007.
20 The foregoing Resolution is hereby approved this
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24 Approved as to Form:
25 By: \. /~!jtl.l J
26 Agency Coun~~~
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4817.3944-7041.1 3
P:\Agmdas\Resolutions\Resolulion,\2007\06.IS-07 JR Watson & A,soo::;ale Assignment CDC' Reso.doc
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PARTIAL ASSIGNMENT OF THE 2003 DISPOSITION AND DEVELOPMENT
AGREEMENT
BY AND BETWEEN REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND J.R. WATSON & ASSOCIATES DEVELOPMENT CO.
WITH RESPECT TO A PORTION OF PARCEL 3 OF PARCEL MAP 16307 TO TOLL
BROS., INC.
THIS Partial ASSIGNMENT of 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, as modified by the Clarification and Amendment thereto, dated
January 20, 2004 (collectively referred to hereinafter as the "DDA") with respect to a portion of Parcel 3
of Parcel Map 16307, is entered into this 18th day of June 2007, by and between University Park, LLC, a
California limited liability company and Toll Bros., Inc., a Pennsylvania corporation ("Assignee").
WHEREAS, J.R. Watson & Associates Development Co. and University Park, LLC (the
"Developer"), entered into the DDA with the Redevelopment Agency of the City of San Bernardino (the
"Agency") pertaining to the disposition and development of certain unimproved real property located at
the northwest comer of University Parkway and Northpark Boulevard in the City of San Bernardino,
California (the "City"), and more specifically described therein as parcels I, 2, 3 and 4 of Parcel Map
16307 (collectively and severally, the "Property"); and
WHEREAS, pursuant to Section 1.04 of the DDA the Agency agreed to allow the
Developer therein identified to assign its interest thereunder to an Approved Assignee prior to the
recordation of a Certificate of Completion for the Project upon the express consent of the Agency, in
addition to the Assignee's express assumption ofthe Developer's obligations to comply with the Required
Building Standards of the DDA so long as Developer agrees to remain obligated to perform all duties
imposed on the Developer under the DDA; and
WHEREAS, pursuant to Section 2.20 of the DDA the Developer holds the fee title to Parcel
3 of Parcel Map 16307; and
WHEREAS, pursuant to Section 3.04(b) of the DDA the Developer is entitled to assign its
rights and obligations under the DDA to an Approved Assignee subject to the Developer's continued
obligation to review and require compliance of any Approved Assignee with the Required Building
Standards described within the DDA and provided the Developer remains obligated to perform its duties
under the DDA until the Certificate of Completion is issued pursuant to Section 3.07; and
WHEREAS, pursuant to Section 3.04(c) of the DDA the limitations and restrictions on such
an assignment applies until the Certificate of Completion is issued by the Agency; and
WHEREAS, pursuant to Section 3.04(e) of the DDA no transfer of the DDA is effective
unless the Assignee expressly assumes the obligations of the Developer to comply with the Required
Building Standards and agrees to be subject to the conditions and restrictions of the Developer under the
DDA; and
WHEREAS, the Developer and the Assignee have entered into that certain Agreement of
Sale and Purchase dated September 19, 2006, as amended by that certain First Amendment to the
Agreement of Sale and Cancellation of Option by and between the Developer and the Assignee dated
00097.035137243.10097.035/37002.10097.035135409.54817-1886-8737.11
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February 5, 2007 and the Second Amendment dated July 19, 2007 (collectively, the "Purchase
Agreement"); and
WHEREAS, pursuant to the Purchase Agreement, Assignee anticipates utilizing the lots in
phases as set forth in the phasing plan attached as Exhibit "A" to the Second Amendment (hereinafter the
"Phasing Plan");
WHEREAS, the Developer at this time intends to sell, and the Assignee intends to purchase
the twelve (12) lots allocated to Phase I of the Phasing Plan consisting of lots 106-115, inclusive, and lots
155 and 156 (hereinafter, the "Phase I Numbered Lots"); and
WHEREAS, pursuant to the Purchase Agreement, the Developer additionally intends to
convey certain street lots referred to as Lots "R" and "S", and a common area lot referred to as Lot "T"
(hereinafter, the "Phase I Lettered Lots"; the Phase I Numbered Lots and the Phase I Lettered Lots,
collectively, the "Phase I Lots"); and
WHEREAS, with respect to the Phase I Lots, Assignee intends to perform the "Assumed
Duties" and the Developer intends to perform the "Retained Duties" as described in Section I (f)(ii) of the
Purchase Agreement. The Assumed Duties require that Assignee develop the subject property and
construct homes thereon in compliance with the Required Building Standards and to otherwise comply
with the DDA (hereinafter, the "Assumed Duties"); and
WHEREAS, Developer intends to comply with certain Retained Duties as defined in
Section I(f)(iv) of the Purchase Agreement, which duties consist of the duties under the DDA which
Assignee is not assuming (hereinafter, the "Retained Duties"); and
WHEREAS, consistent with the allocation of the Assumed Duties and the Retained Duties,
the Developer desires to assign all of its right, title and interest in and to the DDA pertaining to the Phase I
Lots to the Assignee; and
WHEREAS, consistent with the allocation of the Assumed Duties and the Retained Duties,
the Assignee is willing to assume the duties, responsibilities and obligations of the Developer under the
DDA pertaining to the Phase I Lots, including, but not limited to, completing the development of the
Phase 1 Lots in accordance with the Required Building Standards attached as Exhibit "A-I" to the DDA
until such time as the Certificate of Completion is issued by the Agency;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
Section I. Subject to the express consent of the Agency, the Developer hereby assigns to the
Assignee all of Assignor's right, title and interest in and to the DDA pertaining to the Phase I Lots, except
for the Retained Duties (defined above), Developer hereby acknowledges its obligation to perform and
discharge the Retained Duties,
Section 2. Consistent with the allocation of the Assumed Duties and the Retained Duties
between Developer and Assignee, the Assignee hereby accepts the assignment of Assignor's right, title and
interest in and to the DDA pertaining to the Phase I Lots, and hereby assumes, accepts and agrees to
perform and discharge the Assumed Duties, under the DDA, consisting of completing the development of
the Phase I Lots in compliance with the Required Building Standards for the Project as described in
00097.035/37243.10097.035/37002.10097.035/35409.54817 -1886-8737 .12
C\Documents and Sellings\PMACKNIG\loca] SellingllTemp\Univenity Heighll Partial Assign DDA Finll Oran doc
Exhibit "A-I" to the DDA. Assignee hereby acknowledges its obligation to perform and discharge the
Assumed Duties.
Section 3. The Assignee understands that, notwithstanding its express assumption of the
Assumed Duties, the Developer remains obligated to review and require compliance by the Assignee with
the Required Building Standards until the Certificate of Completion has been issued by the Agency
pursuant to Section 3.07 of the DDA.
Section 4. This Assignment Agreement is in accordance with the DDA and is meant to satisfy
the specific requirements of Sections 1.04 and 3.04 therein to ensure that the Assignee performs in a
manner consistent with the Developer's standards for the entire project.
Section S.
California.
This Assignment Agreement shall be governed by the laws of the State of
Section 6. In the event that anyone or more of the sentences, clauses, paragraphs or sections
contained herein is declared invalid, void or illegal, the same shall be deemed severable from the
remainder of this Assignment Agreement and shall not affect, impair or invalidate any of the remaining
phrases, sentences, clauses, paragraphs or sections contained herein.
Section 7. This Assignment Agreement may be executed by the parties in counterparts, and
when executed by each of the parties, each counterpart shall be deemed to be a part of the same instrument.
Section 8. This Assignment Agreement becomes effective only upon the written approval of
the Agency, as required by the DDA.
The parties hereto have caused this Assignment Agreement to be executed by their authorized
representatives as set forth below.
00097.035/3 7243.1 0097.035137002.\ 0097.035/35409.548\7-1886-873 7 .13
C\Documl'nlJ and Scnlngs\PMACKNIG\Ltx:al Set1inl\s\Tcmp\University Ileights panial Assign DDA Final Drift doc
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DEVELOPER
UNIVERSITY PARK, LLC,
a California limited liability company
ASSIGNEE
TOLL BROS., INC.,
a Pennsylvania corporation
t 'Ov\a.1 (l.-f .-dtH...f-
00097.035/37243.) 0097.035137002.) 0097.035/35409.54817-) 886-8737.) 4
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CONSENT BY THE AGENCY
Pursuant to its obligations under Sections 1.04 and 3.04 of the DDA to ensure that the Assignee
will perform in a manner consistent with the Developer's standards for the entire Project, the Agency
hereby consents to the transfer of Phase I of the Property from Developer to the Assignee and consents to
the assignment of all rights, title and interest under the DDA, as amended, pertaining to the Phase 1 Lots
consisting of twelve (12) residential lots more particularly identified as lot 106 through lot 115, inclusive,
lots 155 and 156, and lettered lots R, S, and T of Tentative Tract Map 16509-6 in the City of San
Bernardino.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, a public body, corporate and politic
,2007
~
Dated: August 7
By:
Maggie Pa he, 0, Executive Director
Approved as to Form and Legal Content:
By: ~~ 1--
~~~ih~
00097035137243.10097.035137002.10097.035135409.54817-1886-8737.15
("\Documents $nd Senings\PMACKNIG\l.oul SCltinlls\TemplUmvenil}l Ueillh15 partial Assign DDA Final Drift doc
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
County of San Bernardino
r
ss.
State of California
On August 7, 2007, before me, Wasana Chantha, Notary Public, personally appeared
Maggie Pacheco.
o personally known to me
o proved to me on the basis of satisfactory
evidence
~-:- - :~:c~-~
~ ~ Notofy PI.ClIc . Call1omla ~
j ~ San 8efnardlno Counly i
_ _ _ ~:a:m:..~_~1~20~
to be the person whose name is subscribed to
the within instrument and acknowledged to
me that she executed the same in her
authorized apacity, and that by her signature
on the in trument the person, or the entity
upon e If of which the person acted,
execu ed \ e i ,strument.
WITNESS nd and official seal.
Signature of Notary Public
Place Notary Seal Above
Though the intormotion below is not required by law. it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment at this torm to another document.
Description of Attached Document
Title or Type of Document: Partial Assignment of the 2003 DDA by and between the
Agency and J.R. Watson & Associates Development Co. with respect to a portion of Parcel
3 of Parcel Map 16307 to Toll Bros., Inc.
Document Date: June 18, 2007
Number of Pages: 7
Signer(s) Other Than Names Above: None.
Capacity(ies) Claimed by Signer
Signer's Name: Maggie Pacheco
o Individual
o Corporation Officer- Title(s):
o Partner - 0 Limited 0 General
o Attorney in Fact
o Trustee
o Guardian or Conservator
o Other: Executive Director
RIGHT THUMBPRINT
OF SIGNER
Top of thumb here
Signer is Representing: Redevelopment Agency of the
City of San Bernardino
..
COUNTY OF ORAtVC::iE
)
) SS.
)
STATE OF CALIFORNIA
On .~ ,t;) 2..oo:r , before me:=i?Ai.(\''(\.M Cho..\Jel. , a Notary Public in and for said
County and Stat, personally appeared .01U-MS R \I0n-tslWl , 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~ executed the same in hislherTthcir authorized
capacity(~, and that by hislhe#their signature~) on the instrument the person~, or the entity upon
behalf of which the person($) acted, executed the instrument.
WITNESS my hand and official seal.
~@- - - - ~~:~:~1-~
! ,..; Notary Public - Callfomla I
j Orange County -
_ _ _ ~:~m:.~~2~2~t
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00097.035/37243.10097,035137002,10097,035/35409.54817 -1886-873 7,16
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STATE OF CALIFORNIA
)
) SS.
)
COUNTY OF Of2..AN6.f..
On ~ ~I zocl/ , before me, . k " rrra Notary Public in and for said
County and Stat , personally appeared , ~ , perso ally known to me or proved to me
on the basis of satisfactory evidence to be the person(s) W ose 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 hislher/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.
. PHYLLIS A. MACKNIGHT
.-. . commlulon /I 113568.
.-,,; . Notory PubliC - Colltornla I
Orange County J
t____~~~.~~J
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Notar . ublic
00097.035/37243.10097.035137002.10097.035/35409.54817-1886-8737.17
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CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
".
,.
"
,
State of Califomia
County of ~i&.. '(\ ~
On ,4"n, .3, l..rS61 beforeme~\o.'<\.\\O('~Vt'Z lb-k....... \{0-iL(c:.,
~ lfale . ~ /) Nameanr:lTltleolOfficer(Bg..JarMrDoe~
personally appeared '-.:l ~S 1'(. W~-tS:611
Name(s)01 Sigoer{s)
)!;'personally known to me
D proved to me on the basis of satisfactory
evidence
} ss,
,
~
,
r-~~--~~----~
@ RAlANNA CHAVEZ
-. Commission # 1496731
i -. . Notary Public. CaUfomla ~
~ Orange County t
_ _ _ ~:o:m~~es:~2~~
to be the person(s) whose name(s) islare
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.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of DOCUlJ1eQt0)Il.f'''\''~ ~l'\tN.-<l~ <{ ~ )Jjb::>' -:n\~ pO~ll'^y)
o.N).~~l~~ _A ~~"'''-~
Document Date: ~. 1,,? IV\ '?- Number of Pages: ,'1 ,
Signer(s) Other Than Named Above: ,1D-YVlQ S ~~Jl.. t ~1 e.. V~h ~c D
Capacity(ies) Claimed by Signer
Signer's Name: ~'('(\.Q..3K. IN o...~
~
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D Individual
D Corporate Officer - Title(s):
D Partner - D Limited D General
D Attomey-in-Fact
D Trustee
D Guardian or Conservator, ~
i1 Other: ~(\U.,~ J Ilt fS em........ '_
Signer Is Representing: 1,~ wI/' 1Uf.'", -lo -f 1t( \( ^4~..v.l1 -l- ki..c... .
C 1999 National NotIIryAs&ociation. 9350 De Solo Ave.. P,O, Bo~ 2402' ChaISWOrth, CA 91313-2402 .www.nalionalnotary,~
Prod. No. 5907
Reorder: Call Toll-Free 1-800-876-6827