HomeMy WebLinkAbout2009-319
(COMPANION RESOLUTION 2009-320)
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RESOLUTION NO. 2009-319
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING A DEFENSE, INDEMNIFICATION
AND HOLD HARMLESS AGREEMENT BY AND BETWEEN THE CITY OF
SAN BERNARDINO AND WATERMAN HOLDINGS, LLC, CONCERNING
REAL PROPERTY (4TH STREET AND WATERMAN AVENUE - APN: 0135-
191-17) (CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA)
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7 WHEREAS, the City of San Bernardino (the "City") is a municipal corporation and charter
8 city, duly organized and existing pursuant to the provisions of the constitution of the State of
9 California; and
10 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a
11 public body, corporate and politic existing under the laws of the State of California, Health and
12 Safety Code Section 33100, and is charged with the mission of redeveloping blighted and
13 underutilized land; and
14 WHEREAS, on December 15, 2008, the Community Development Commission of the City
15 of San Bernardino (the "Commission") adopted Resolution No. CDC/2008-46 approving
16 Amendment No.4 (the "Amendment") to the 2004 Disposition and Development Agreement (the
17 "DDN') between the Agency and Waterman Holdings, LLC (the "Buyer" or Developer"),
18 concerning the transfer of certain real property, APN: 0135-191-17 (the "Flood Control Channel
19 Property"); and
20 WHEREAS, on December 15, 2008, the Mayor and Common Council of the City of San
21 Bernardino (the "Council") adopted Resolution No. 2008-459 approving the sale of the Flood
22 Control Channel Property to the Buyer; and
23 WHEREAS, the Flood Control Channel Property is located south of the southwest corner of
24 4th Street and Waterman Avenue within the Central City East Redevelopment Project Area; and
25 WHEREAS, the Amendment provides for the development of the Flood Control Channel
26 Property by the Developer so that it may be used as a parking lot in furtherance of the office project
27 identified in the DDA, as amended; and
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1 WHEREAS, the Amendment added Section 2.15 to the DDA which outlined certain
2 requirements that the Buyer needed to accomplish in order to close escrow for the transfer of the
3 Flood Control Channel Property to the Buyer; and
4 WHEREAS, Section 2.15 requires that the Buyer execute a Defense, Indemnification and
5 Hold Harmless Agreement (the "Hold Harmless Agreement") with the City and that the Council
6 approve the Hold Harmless Agreement between the City and the Buyer in a public meeting.
7 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY
8 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS
9 FOLLOWS:
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Section 1.
The Council finds and determines that the facts and circumstances set forth in
11 the Recitals hereof are true and correct in all respects.
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Section 2.
The Council hereby approves the Hold Harmless Agreement, attached as
13 Exhibit "A", by and between the City of San Bernardino and Waterman Holdings, LLC.
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Section 3.
This Resolution shall take effect upon its adoption and execution in the
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING A DEFENSE, INDEMNIFICATION
AND HOLD HARMLESS AGREEMENT BY AND BETWEEN THE CITY OF
SAN BERNARDINO AND WATERMAN HOLDINGS, LLC, CONCERNING
REAL PROPERTY (4TH STREET AND WATERMAN AVENUE - APN: 0135-
191-17) (CENTRAL CITY EAST REDEVELOPMENT PROJECT AREA)
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
7 Common Council of the City of San Bernardino at a joint regular
meeting
8 thereof, held on the 8th day of September ,2009, by the following vote to wit:
9 Council Members: Ayes Nays Abstain Absent
10 ESTRADA X
11 BAXTER ---.lL
12 BRINKER ---...L
13 SHORETT X
14 KELLEY X
15 JOHNSON X
16 MC CAMMACK ---.lL
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20 The foregoing Resolution is hereby approved this 9TH day of September
/~ 'JL c.., A
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Rae I G. Clark, City Clerk
,2009.
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24 Approved as to Form:
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EXHIBIT A
Defense, Indemnification and Hold Harmless Agreement
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ORIGINAL TAKEN 12-2-09
BY MIKE TROUT
WITH EDA
TO BE
RECORDED
2009-319
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of San Bernardino
300 North "D" Street, 6th Floor
San Bernardino, CA 92418
Attn.: City Attorney
(Space Above For Recorder's Use)
RECORDATION OF THIS INSTRUMENT IS
EXEMPT FROM ALL FEES AND TAXES
2009
DEFENSE, INDEMNIFICATION AND HOLD HARMLESS AGREEMENT:
COVENANT RUNNING WITH THE LAND
BY AND BETWEEN
THE CITY OF SAN BERNARDINO
AND
WATERMAN HOLDINGS, LLC
This 2009 DEFENSE, INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this
"Agreement") is made and entered into as of September 8, 2009, by and between the City of San
Bernardino, a charter city (the "City"), and Waterman Holdings, LLC, a California limited liability
company (the "Buyer"). In this Agreement, the City or the Buyer may singularly be referred to as a
"Party" and may collectively be referred to as the "Parties."
RECITALS
WHEREAS, on December 6,2004, the Redevelopment Agency of the City of San Bernardino
(the "Agency"), a public body, corporate and politic, and the Buyer executed and entered into a
Disposition and Development Agreement (the "DDA") with the Buyer for the construction of
structures, in two (2) phases, to be occupied by the County of San Bernardino (the "County"); and
WHEREAS, pursuant to the DDA, the Buyer was to acquire from the Agency approximately
3.7 acres (the "Agency Property") located at the southwest corner of 4th Street and Waterman Avenue,
for development ofthe structures to be occupied by the County (the "County Structures"); and
WHEREAS, on June 20, 2005, the Agency and the Buyer executed and entered into the
Amendment No. I to the DDA (the "First Amendment"). The First Amendment, without limitation,
provided for the transposition of the Phase I project and the Phase II project; and
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WHEREAS, on June 19, 2006, the Agency and the Buyer executed and entered into the
Amendment No.2 to the DDA (the "Second Amendment"). Pursuant to the Second Amendment the
Buyer acquired from the Agency a right of first refusal to purchase the Flood Control Channel Property
as defined in the Second Amendment; and
WHEREAS, on July 21, 2008, the Agency and the Buyer executed and entered into the
Amendment No. 3 to the DDA (the "Third Amendment"). Pursuant to the Third Amendment, the
Agency agreed, without limitation, to reimburse the Buyer for the off-site improvement costs that the
Buyer incurred in connection with the construction and the development of the Project in an amount
not to exceed $399,500; and
WHEREAS, on December 15, 2008, the Agency and the Buyer executed and entered into the
Amendment No.4 to the DDA (the "Fourth Amendment"). Pursuant to the Fourth Amendment, the
Buyer agreed, without limitation: (i) to purchase the Flood Control Channel Property from the
Agency; and (ii) to construct and to develop, without limitation, a single floor structure above the
Flood Control Channel Property to provide additional parking spaces for the building constructed by
the Buyer on the Agency Property (the "Flood Control Channel Property Improvements"); and
WHEREAS, the Buyer has commenced construction of the Flood Control Channel Property
Improvements; and
WHEREAS, the Flood Control Channel Property is part of the Warm Creek and is presently
subject to flows occurring in and across the historical and modified course thereof, from whatever
source, whether naturally occurring or otherwise, whether consistent with historical flows or otherwise;
and
WHEREAS, the Agency and the Buyer have opened an escrow to facilitate the transfer of the
Flood Control Channel Property to the Buyer; and
WHEREAS, the Buyer, without limitation, must execute this Agreement as one (I) of the
conditions precedent provided for in Section 2.15(vi) of the Fourth Amendment that must be satisfied
by the Buyer in order to close the escrow for the purchase by the Buyer and for the sale by the Agency
of the Flood Control Channel Property and of the Flood Control Channel Property Improvements.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS OF THIS
AGREEMENT, AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
BUYER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND THE CITY,
ON BEHALF OF ITSELF, AND ITS SUCCESSORS AND ASSIGNS, DO HEREBY AGREE AS
FOLLOWS:
Section 1. Recitals. The matters set forth in the Recitals of this Agreement are true and
correct, are material inducements that caused the Parties to execute and to deliver this Agreement, and
are incorporated herein by this reference as if fully set forth in this Section I.
Section 2. Definitions. Except for those terms defined in the above Recitals to this
Agreement and in other sections of this Agreement, the following capitalized terms shall have the
meanings as set for below:
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"Agency" shall mean the Redevelopment Agency of the City of San Bernardino, in the County
of San Bernardino, State of California.
"City" shall mean the City of San Bernardino, in the County of San Bernardino, State of
California.
"County" shall mean the County of San Bernardino, in the State of California.
"DDA" shall mean the 2004 Disposition and Development Agreement, dated December 6,
2004, as executed and delivered by and between the Agency and the Buyer.
"DDA Agreement" shall mean the DDA, as amended by the First Amendment, as further
amended by the Second Amendment, as further amended by the Third Amendment and further
amended by the Fourth Amendment.
"First Amendment" shall mean the Amendment No.1 to the DDA, dated June 30, 2005, as
executed and delivered by and between the Agency and the Buyer.
"Flood Control Channel" shall mean those properties within the banks of the Warm Creek
Channel.
"Flood Control Channel Property" shall mean that portion of the Flood Control Channel
located within and comprising the Flood Control Channel Property, as set forth in Exhibit "A" attached
hereto and by this reference made a part hereof and shall not include any other contiguous portions of
the Flood Control Channel not illustrated on said Exhibit "A".
"Flood Control Channel Property Improvements" shall mean the improvements to the Flood
Control Channel Property as described in Exhibit "B", attached hereto and by this reference made a
part hereof.
"Fourth Amendment" shall mean the Amendment No.4 to the DDA, dated December 15,2008,
as executed and delivered by and between the Agency and the Buyer.
"Laws" shall mean all federal, state, municipal and local laws, statutes, codes, regulations,
ordinances, orders, permits and/or approvals, rules, policies and/or procedures, now or hereafter in
effect, as amended from time-to-time, including, without limitation, California Environmental Quality
Act ("CEQA"), National Environmental Protection Act ("NEPA"), all applicable Environmental Laws
and all applicable Laws pertaining to flooding, to flood prevention and mitigation, to flood control
channels and/or to the maintenance and repair of flood control channels.
"Second Amendment" shall mean the Amendment No.2 to the DDA, dated June 19, 2006, as
executed and delivered by and between the Agency and the Buyer.
"Third Amendment" shall mean the Amendment No.3 to the DDA, dated July 21, 2008, as
executed and delivered by and between the Agency and the Buyer.
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Section 3. Defend. Indemnify and Hold Harmless. The Buyer agrees to defend in any
administrative, civil, criminal, or other proceedings, indemnify, save and hold harmless the City, the
Agency and all elected officials, appointed officers, employees and staff, volunteers, agents,
representatives, contractors, subcontractors and/or consultants of the City and of the Agency from all
liabilities, losses and damages that may be suffered from the acts or omissions of the Buyer and/or by
the agents, representatives, employees, contractors, subcontractors, consultants, successors, invitees,
and/or assigns of the Buyer, and/or as the result of the use of the Flood Control Channel Property
and/or the Flood Control Channel Property Improvements in the manner contemplated by the DDA as
amended. This indemnity agreement in all its terms extends, by means of explication and not of
limitation, the injury or loss of life and/or property damage from water flows, flood waters and debris
flows and debris blockages that cause flooding or water damages to any real or personal property or
result in any liability damages, injury or loss of life. The Buyer shall procure and maintain in effect at
all times general liability insurance in the combined/single amount of $3,000,000, at its sole cost and
expense, and shall name and designate the City and the Agency as "additional insureds" on the general
liability insurance policy. The limits of the policy shall not be a limit on the liability of the Buyer under
this section.
Section 4. Term of Ae:reement. The term of this Agreement shall commence on the date
the Buyer first acquires the Flood Control Channel Property and shall survive the termination of the
DDA Agreement and shall be a covenant that runs with the land of the Flood Control Channel Property
and/or with the Flood Control Channel Improvements and shall be binding on all successors and
assignees of the Buyer's. The Buyer, and each successive owner of the Flood Control Channel
Property and/or of the Flood Control Channel Property Improvements shall have liability hereunder
only to the extent such liability arises from events or circumstances existing or occurring during its
period of ownership of the Flood Control Channel Property and/or the Flood Control Channel
Improvements.
Section 5. ReDresentations and Warranties of the Buver. The Buyer makes the
following representations and warranties to the City and the Buyer acknowledges that the execution of
this Agreement by the City is made in material reliance by the City on such representations and
warranties:
(a) The Buyer has the legal right, power and authority to enter into this Agreement and the
instruments, documents and agreements referenced in this Agreement and the Buyer has taken all
requisite action and obtained all requisite consents in connection with entering into this Agreement.
(b) This Agreement has been duly executed by the Buyer and shall be enforceable In
accordance with its terms.
(c) The execution of this Agreement shall not result in a breach of, nor constitute a default
under any other agreement, document, instrument or other obligation to which the Buyer is a party, or
under any federal, state, municipal or local laws, statutes, ordinances, rules, governmental regulations
or any writ, injunction, order or decree of any court or governmental body applicable to the Buyer, to
the Flood Control Channel Property and/or to the Flood Control Channel Property Improvements, now
or hereafter in effect and as may be amended from time-to-time.
(d) The Buyer shall timely perform the terms, covenants and conditions of this Agreement
and shall comply with all applicable Laws.
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(e) The Buyer is not in default under the DDA Agreement and shall perform the terms,
covenants and conditions of the DDA Agreement.
Section 6.
Covenants Runninl!: With the Land
The Parties hereby expressly agree as follows:
This Defense, Indemnification and Hold Harmless Agreement shall constitute a Covenant running with
the land.
(a) The land affected by these covenants includes the Flood Control Channel Property and
of the Flood Control Channel Property Improvements as described herein and the public lands of the
City of San Bemardino and all property owned by the Agency in proximity to such Flood Control
Channel Property and Flood Control Channel Property Improvements.
(b) Each successive owner of the Flood Control Channel Property and/or the Flood Control
Channel Property Improvements are bound hereby for the benefit of the land owned by, granted by, or
granted to the City of San Bernardino and the Agency described in Section 6(a) above.
(c) Each covenant relates to the use, repair maintenance, or improvement of the Flood
Control Channel Property and Flood Control Channel Property Improvements, the public lands of the
City of San Bernardino and all property owned by the Agency in proximity to such Flood Control
Chapnel Property and Flood Control Channel Property Improvements, or some part thereof.
(d) This instrument shall be recorded in the offices of the County Recorder of the County of
San Bernardino.
Section 7.
Events of Default.
(a) An event of default shall occur under this Agreement whenever: (i) any Party fails to
timely pay any amount due and owing under this Agreement and/or the DDA Agreement, (ii) any
Party fails to perform any term, covenant or condition in this Agreement, (iii) the occurrence of a
default under the DDA Agreement, (iv) any representation or warranty made by any Party in this
Agreement and/or in the DDA Agreement is or becomes false and untrue, or (v) any Party files, or has
filed against it, a petition in bankruptcy under federal or state bankruptcy laws, any Party is or becomes
insolvent, any Party assigns its assets for the benefit of creditors, or whenever a court appoints a
receiver or custodian over all or substantially all of the assets of any Party and such appointment is not
discharged within sixty (60) calendar days thereafter. Upon the occurrence of an event of default,
neither Party shall be under any further obligation under this Agreement, and the rights of the Parties
hereunder shall be released and discharged; provided, however, that if the Party who is otherwise
claimed to be in default by the other Party commences to cure, to correct or to remedy the alleged
default within thirty (30) calendar days after receipt of written notice specifying such default and shall
diligently complete such cure, correction or remedy, such Party shall not be deemed to be in default
hereunder.
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(b) The Party which may claim that a default has occurred shall give written notice of
default to the Party in default, specifying the alleged default. Delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of default; provided, however, the
injured Party shall have no right to exercise any remedy for a default hereunder without delivering the
written default notice as specified herein.
(c) Any failure or delay by a Party in asserting any of its rights and remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies associated with a
default. The rights and remedies of the Parties are cumulative and the exercise by either Party of one
or more of such rights or remedies shall not preclude the exercise by it, at the same or different times,
of any other rights or remedies for the same default or any other default by the other Party.
(d) In the event that a default by either Party may remain uncured for more than thirty (30)
calendar days following written notice or a lesser time as may be required by law, as provided above, a
"breach" shall be deemed to have occurred. In the event of a breach, the Party who is not in default
shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings including,
without limitation, the right to terminate this Agreement upon written notice to the Party in default and
the right to enforce all rights and exercise all remedies provided for in this Agreement and the
continuing covenants established hereunder, at law and in equity.
Section 8.
General Provisions.
(a) Amendment. This Agreement may be amended or modified only by a written
agreement executed by each of the Parties to this Agreement which amendment or modification must
be approved by the Mayor and Common Council of the City.
(b) Attorney's Fees and Costs. The prevailing Party in any litigation or other action to
enforce or interpret this Agreement shall be entitled to reasonable attorneys' fees, court costs, expert
witnesses' fees, costs of suit and other and necessary disbursements in addition to any other relief
deemed appropriate by a court of competent jurisdiction. The costs, salary and expenses of the City
Attorney and members of his office in enforcing this Agreement shall be considered "reasonable
attorneys' fees" for purposes of this Section and are to be calculated at prevailing market rates in the
local community for comparable services.
(c) Authority. Each signatory of this Agreement represents that such signatory is duly
authorized to execute this Agreement on behalf of the Party for which such signatory executes this
Agreement. Each Party represents that it has the appropriate legal authority to enter into this
Agreement and to perform all obligations under this Agreement.
(d) Construction and Interoretation. This Agreement has been arrived at through
negotiations and each Party has had a full and fair opportunity to revise the terms of this Agreement.
As a result, the normal rule of construction that any ambiguities are to be resolved against the drafting
Party shall not apply in the construction or interpretation of this Agreement. Further, the singular form
shall include the plural, the masculine shall include the feminine, and vice versa.
(e) Compliance with Laws. In performing their respective obligations under this
Agreement, the Parties shall comply with and conform to all applicable Laws.
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(f) Conflicts of Interest. No Individual Liability. No official or employee of the City
and/or of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall
any official or employee of the City and/or of the Agency participate in any decision relating to this
Agreement which affects such official's or employee's pecuniary interest in any corporation,
partnership, limited liability company, or association in which such official or employee is directly or
indirectly interested. No official or employee of the City and/or of the Agency shall be personally
liable in the event of a breach of this Agreement by the City.
(g) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute but one and the same
instrument.
(h) Effectiveness of Agreement. This Agreement shall not be binding on the Buyer until
executed by an authorized representative of the Buyer, approved by the Mayor and Common Council
of the City and executed by the Mayor or his designee.
(i) Entire Al!J'eement. This Agreement constitutes the entire agreement between the
Parties. This Agreement supersedes all prior negotiations, discussions, and agreements between the
Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the
final expression of their agreement with respect to the subjects covered herein and a complete and
exclusive statement of such terms.
CD Estoppel Certificate. The City agrees to, within twenty (20) calendar days following
any written notice from the Buyer, deliver to any potential purchaser or lender a commercially-
reasonable estoppel certificate certifying: (i) whether, to the City's knowledge, there are any then-
current claims or defaults under this Agreement, and (ii) any other information regarding this
Agreement reasonably requested by such purchaser or lender.
(k)
California.
Governing Law. This Agreement shall be governed by the laws of the State of
(I) Headings. The paragraph headings used in this Agreement are intended for
convenience only and shall not be used in interpreting this Agreement or in determining any of the
rights or obligations of the Parties to this Agreement.
(m) Jurisdiction and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, except for its conflicts of law rules. Any suit,
action or proceeding brought under the scope of this Agreement shall be brought and maintained to the
extent allowed by law in the County of San Bernardino, State of California.
(n) Necessary Actions. Each Party agrees to execute and to deliver additional agreements,
documents and instruments and to take any additional actions as may be reasonably required to carry
out the purposes of this Agreement.
(0) Notices. All notices, requests, demands or other communications required or permitted
under this Agreement shall be in writing unless provided otherwise in this Agreement and shall be
deemed to have been duly given and received on: (i) the date of service if served personally or served
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by facsimile transmission on the Party to whom notice is to be given at the address or addresses as
provided below, (ii) on the first business day after mailing, if mailed or dispatched by Federal Express,
U.S. Express Mail, or other similar overnight courier service, postage prepaid and addressed as
provided below, or (iii) on the 3'd business day after mailing if mailed to the Party to whom notice is to
be given by first class mail, registered or certified, postage prepaid, addressed as follows:
To the Buyer:
Waterman Holdings, LLC
Attention: ]ian Torkan
4221 Wilshire Boulevard, Suite 240
Los Angeles, Califomia 90010
To the City:
City of San Bernardino
Attention: City Attorne~
300 North "D" Street, 6 Floor
San Bernardino, California 92418
To the Agency:
Redevelopment Agency of the City of San Bernardino
Attention: Interim Executive Director
201 North "E" Street, Suite 301
San Bernardino, California 92401
(p) Partial Invalidity. Each Party agrees to execute and to deliver additional agreements,
documents and instruments and to take any additional actions as may be reasonably required to carry
out the purposes ofthis Agreement.
(q) Representation and Warranties. Each representation and warranty contained herein or
made pursuant hereto shall be deemed to be material and to have been relied upon and shall survive the
execution, delivery, performance, expiration or termination of this Agreement.
(r) Severabilitv. Each and every Section of this Agreement shall be construed as a separate
and independent covenant and agreement. If any term or provision of this Agreement or the
application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to circumstances other than those to
which it is declared invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(s) Successors and Assigns. This Agreement shall constitute covenants running with the
Flood Control Channel Property and the Flood Control Channel Property Improvements and shall be
binding on all successors and assigns of the Buyer. The Buyer, and each successive owner of the Flood
Control Channel Property and/or of the Flood Control Channel Property Improvements shall have
liability hereunder only to the extent such liability arises from events or circumstances existing or
occurring during its period of ownership of the Flood Control Channel Property and/or of the Flood
Control Channel Property Improvements. (This Agreement may not be assigned by the Buyer except
to a person or entity who is concurrently acquiring the Buyer's ownership of the Agency Property, and
the Agency Property Improvements, and the Flood Control Channel Property, and the Flood Control
Channel Property Improvements. The City may assign and delegate its rights, title, interest and
obligation in, to and under this Agreement without obtaining the prior consent of the Buyer.)
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(t) Third Partv Beneficiaries. Except for the Agency, this Agreement shall not create any
right or interest in any non-Party or in any member of the public as a third party beneficiary. The
Agency is not a party to this Agreement but the Agency shall have the right to enforce this Agreement
in the event the City does not enforce the payment or non-payment obligations of the Buyer under this
Agreement.
(u) Time is of the Essence. Time is of the essence in this Agreement.
(v) Waivers. Waiver of any breach or default hereunder shall not constitute a continuing
waiver or a waiver of any subsequent breach either of the same or of another provision of this
Agreement and forbearance or enforce one or more of the remedies provided in the Agreement shall
not be deemed to be a waiver of that remedy.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date indicated next to the authorized signatures of the officers of each of them as appear
below.
Date:
9--//-0q
CITY
City of San Bernardino,
a charter city
Approved as to Form:
Date:
q II s--Iol
BUYER
Waterman Holdings, LLC
a Califom~ r:--:-~ny
/
]ian rkan
By:
Title: ~"'~
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State of California
County of San Bernardino
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)
on~.~, before me 0..A4e r'Y\. ff\~J' UII-U...$, personally
appeared "\->0+"; <-Ie... .\. I"Y\~(';'" , who proved to me
on the basis of satisfactory evidence to be the person~ whose name~ is/~ subscribed to the
within instrument and acknowledged to me that heIlJ1Ce/~y executed the same in his/~/tbtir
authorized capacity(i~), and that by hislJl(r/~ir signature(}'6 on the instrument the person,OO, or
the entity upon behalf of which the person6() acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature CCJJ I"
m
J~--..~w~
------~1
f.=~~~:. I
I Ian ...,...-0 C-'r I
J _ _ _ _ _~~~T~~.~~ _
(Seal)
State of California )
County of San BeR'lor,1;no LoS tMq-e ks )
On ~oll5. 2000, , before me Man/v ~F'jas. Mfu'rfuht.CrpersOnallY
appeared-::JraY1 -y;;-", f<::c, >'\ ., who proved to me
on the basis of satisfactory evidence to be the person()? whose nameli) is/all; subscribed to the
within instrument and acknowledged to me that he/31u'tliey executed the same in his/QGr~illlir
authorized capacity(_), and that by his~el'.' lir signature(~ on the instrument the person(~ or
the entity upon behalf of which the person~ acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
Signature
d and official seal.
v
(Seal)
re- - - - - ~~=~~02~1
i . . Notary PubIk: . CatllOmla I
Loa AnOeleI COUIlIy
fA _ _ _ _ ~_.I~'"
11
P IAgendas\Agenda AllachmentslAgenda AttachmentslAgenda AuachmentslAgrmts-Amend 2009\09-08-09 Walerman Holdings _ DlHH Agreement doc
2009-319
EXHIBIT "A"
Legal Description of the Flood Control Channel Property
APN: 0135-191-17
PARCEL 9 OF PARCEL MAP NO. 7140, LOCATED IN THE CITY OF SAN BERNARDINO,
AS PER MAP RECORDED IN BOOK 69 OF PARCEL MAPS, PAGES 1 AND 2, RECORDS
OF THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
TOGETHER WITH THAT PORTION OF PARCEL 1 OF SAID PARCEL MAP NO. 7140,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTWEST CORNER OF SAID PARCEL 1, SAID POINT ALSO
BEING THE NORTHWEST CORNER OF SAID PARCEL 9;
THENCE NORTH 00007'14" EAST 16.70 FEET ALONG THE WEST LINE OF SAID
PARCEL 1;
THENCE LEAVING SAID WEST LINE SOUTH 89056'51" EAST 275.19;
THENCE SOUTH 86024'16" EAST 260.00 FEET TO A POINT ON THE SOUTH LINE OF
SAID PARCEL 1, SAID SOUTH LINE BEING THE NORTH LINE OF SAID PARCEL 9;
THENCE SOUTH 89059'06" WEST 534.71 FEET ALONG SAID SOUTH LINE AND SAID
NORTH LINE TO THE SOUTHWEST CORNER OF SAID PARCEL 1, AND THE POINT OF
BEGINNING.
12
P\AgendaslAgenda AllachlDentslAgenda Atlachmenu\Agenda Attachmenls\Agrmts_Amend 2009\09-08-09 Waterman Holdings _ D1HH Agreement doc
2009-319
EXHIBIT "B"
Flood Control Channel Property Improvements
The Improvements of the Flood Control Channel Property shall consist of a single floor structure
built above the Flood Control Channel Property to provide additional parking spaces for the 2-
story, 45,000 square foot building. The construction, landscaping, etc., of the single floor parking
structure shall comply with the City's Development Code and requirements from any federal
and/or state governmental agency, concerning improvements to andlor near the Flood Control
Channel Property, that may be imposed on the Developer.
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P \AgendaslAgenda AUachmerlls\Agenda Auachmems\Agenda Attachments\Agrmts_Amel1d 2009\09-08-09 Watennan Holdings _ D1HH Agreelllenldoc