HomeMy WebLinkAboutCDC/2009-06
I
2
3
4
RESOLUTION NO. CDC/2009-6
5
6
7
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AMENDMENT NO. I TO THE 2005
DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN
THE AGENCY AND WATSON-WESTRIDGE, LLC, ("DEVELOPER")
(144.52-ACRE RESIDENTIAL DEVELOPMENT LOCATED NORTH OF
FOOTHILL DRIVE AND EAST OF STERLING AVENUE)
8
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a
9 public body, corporate and politic existing under the laws of the State of California, Health and
10 Safety Code 33101, and is charged with the mission of redeveloping blighted and underutilized
11 land pursuant to Health and Safety Code Section 33396; and
12 WHEREAS, on August 15, 2005, the Mayor and Common Council and Community
13 Development Commission approved the 2005 DDA for the disposition and development of 144.52
14 acres of land for residential development north of Foothill Drive and east of Sterling Avenue for
IS $1.2 million; and
16
17
18
19
20
21
22
23
24
25
26
27
28
WHEREAS, since the approval of the 2005 DDA, the Developer has:
. Expended over $1.2 million for site investigations that include earth trenching and
boring, soils investigation, geology, topography, lot creation and grading studies,
preparation of several tentative maps and environmental studies;
. Reduced development from 107 to 72 lots due to environmental, geological factors, the
City required Hillside Management Overlay District Code which minimizes the effect of
grading and ensures that the natural character of the hillside area is retained;
. Submitted a complete application for design review to the City, however, all new
applications will have to be resubmitted as a result of new geological, environmental
findings;
. Donated $50,000 to the Literacy Program managed by CSUSB, as required by Section
2.IO(b) of the DDA;
1
P:\AgendaslResolutionslResolutions\2009\Ol-20.09Wa[,on-WestridgeCDCResodoc
CDC/2009-6
1
2
3
4
5
6
7
8
. Entered into and committed to an Agreement with V A Consulting and other engineering
firms to conduct aerial photographs, environmental, soils and geological studies,
numerous variations of workable lot studies and tentative maps, modifications to rough
grading plans, infrastructure studies, design and plotting studies, tentative tract map, final
tract map and public improvement plans for the property, addressing and recognizing the
new environmental and geological findings; and
. Secured an Agreement with the East Valley Water District with regard to the provision
of water service to the property and the location of certain water facilities,
9
WHEREAS, the 2005 DDA will expire on August 15, 2009, and the Developcr has
10 requested a five-year extension of the 2005 DDA to December 31, 2013 to allow for the completion
11 of site investigations and development; and
12
WHEREAS, Agency Staff and the Developer after discussions, has agreed to a one-year
13 extension with a four-year first right of refusal to acquire the property which is the subject of
14 Amendment No. I to the 2005 DDA; and
15
WHEREAS, Amendment No. I will prevent the Property from being tied up for five years
16 and provide the Developer the right to be notified and exercise the option of acquiring the Property
17
in the event the Agency or the City decides to put the Property into other public or private use; and
18
WHEREAS, a revised Initial Study is being prepared for the proposed development and
19
will be distributed to affectcd agencies in accordance with the California Environmental Quality
20 Act (CEQA). Because there are potential impacts, it is proposed that the Commission and thc
21 Council will consider the adoption of a Mitigated Negative Declaration when the revised Initial
22 Study is completed; and
23
WHEREAS, it is appropriate for the Commission to take action with respect to Amendment
24 No. I and approve Amendment No. I to the 2005 DDA as set forth in this Resolution.
25
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
26 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
27 FOLLOWS;
28
2
P\AgendasIResolul;onsIResolutions\2()()9\OI-20-09W."on-V'"",lridgeCD(Re,,,doc
CDC/2009-6
1 Section 1. The Commission hereby approves Amendment No.1 to the 2005 DDA. The
2 Interim Executive Director is hereby authorized and directed to execute Amendment No.1 to the
3 2005 DDA on behalf of the Agency together with nonsubstantive and conforming changes as may
4 be recommended by the Interim Executive Director and Agency Counsel. The Interim Executive
5 Director is hereby authorized to take all appropriate actions as set forth in Amendment No. 1 to the
6 2005 DDA to implement the disposition and redevelopment of the Site.
7 Section 2. This Resolution shall take effect from and after its date of adoption by this
8 Commission.
9 III
10 III
11 III
12 III
13 III
14 III
15 III
16 III
17 III
18 III
19 III
20 III
21 III
22 III
23 III
24 III
25 III
26 III
27 III
28 III
3
Pc\Agendas\Resolutions\Resolulions\2009\OI-20-09 W.tson-Westridge CDC Reso.doc
1
2
3
4
5
6
7
CDC/2009-6
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AMENDMENT NO. 1 TO THE 2005
DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN
THE AGENCY AND WATSON-WESTRlDGE, LLC, ("DEVELOPER")
(144.52-ACRE RESIDENTIAL DEVELOPMENT LOCATED NORTH OF
FOOTHILL DRIVE AND EAST OF STERLING AVENUE)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
ioint rel!ular
meeting
8 Development Commission of the City of San Bernardino at a
day of Februarv , 2009, by the following vote to wit:
Aves
X
Abstain
Absent
Navs
X
X
~
X
X
;eflR
Secretary
20 The foregoing Resolution is hereby approved this "//7,1- day of February
21
22
23
24
,2009.
J. Morris, son
unity Development Commission
of the City of San Bernardino
Approved as to Form:
25
26 By: \.. /' ~~I rviJ~
27 Agency Co~
28
4
P\AgendaslResolutions\Resolutions\2009\Ol-20-09Watson-WestridgeCDCResodoc
CDC/2Q09-6
AMENDMENT NO. I
TO
2005 DISPOSITION AND DEVELOPMENT AGREEMENT
(Watson-Westridge, LLC)
THIS AMENDMENT NO.1 TO 2005 DISPOSITION AND DEVELOPMENT AGREEMENT
(the "Amendment No.1"), dated as of February 2, 2009, is entered into by and between the
Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the
"Agency") and Watson-Westridge, LLC, a California limited liability company (the "Developer").
The Agency and the Developer agree as follows:
RECITALS
WHEREAS, the Agency and the Developer have executed and entered into the 2005
Disposition and Development Agreement, dated as of August 15,2005 (the "2005 DDA"); and
WHEREAS, the Agency and the Developer desire to amend the 2005 DDA pursuant to the
terms, covenants and conditions of this Amendment No. 1 (the 2005 DDA, as amended by this
Amendment No. I shall be referred to as the "Agreement").
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS MENTIONED ABOVE,
THE MUTUAL PROMISES OF THE AGENCY AND OF THE DEVELOPER IN THIS
AMENDMENT NO. I AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE
AGENCY AND BY THE DEVELOPER, THE AGENCY AND THE DEVELOPER AGREE AS
FOLLOWS:
1.
reference.
Recitals. The Recitals of this Amendment No. 1 are incorporated herein by this
2. Definitions. Initially capitalized ternlS in this Amendment No. I shall have the
meanings as provided in the 2005 DDA except for those tenns specifically defined in the introductory
paragraph ofthis Amendment No. I, in the recitals and/or in this Amendment No. I.
(a) The term "sold", "sell" or "sale" shall include a sale of or grant of an option to
buy the Property or any portion thereof or any interest therein by a private party and specifically
excluding any governmental entity. Any such sale to any party other than an affiliate of the Developer
or to a governmental entity shall be referred to herein as a "Disposition."
(b) The tenn "offer" shall include, without limitation, any bona fide option
proposed to be granted by the Agency.
P:"Agendas'-.Agenda Attachments-Agenda ,\l1"chmcnts-Agenda Auacl"ncnt,.,\g"nh.Anlend 2009 ()2-0".09 W"IM'11.Wcslridgo. LLC - \mcmlmcnt Nu. I FINAL(CQn't).dnc
CDC/2009-6
(c) The term "affiliate" shall mean as to the Person (as hereinafter defined) in
question, any Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the Person in question. As used in the immediately
preceding sentence, "control" means the possession, directly or indirectly, of the power to direct or
causc the direction of the management and policies of a person, whether through ownership of voting
securities, partnership interests, by contract or otherwise.
(d) The term "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust, estate, unincorporated
organization or any other fonn of entity. The term Person shall specifically exclude any governmental
agency, political subdivision, municipal corporation, governmentally controlled non-profit corporation
or other pubic entity that intends to make use of the Property for a governmental use or other public
purpose.
(e) The tenn "Quitclaim Deed" shall mean the "Quitclaim Deed" to be exccuted and
acknowledged by the Developer to the Agency, in recordable form for recordation in the official
records of the county recorder's office for the County of San Bernardino, State of California, in
accordance with Section 6 of this Amendment No. I, a copy of which is attached hereto and
incorporated herein by this reference as Exhibit "B".
(f) The term "2005 DDA Expiration Date" shall mean the date that the term of the
2005 DDA expires pursuant to Section 3 of this Amendment No. I, or earlier terminates in accordance
with the terms, covenants and conditions of the 2005 DDA, as amended by this Amendment No.1.
(g) The term "Release Agreement" shall mean the Release Agreement to be
executed by and between the Developer and the Agency, a copy of which is attached hereto and
incorporated herein by this refercnce as Exhibit "A".
(h) The term "Ri~ht of First Refusal Term" means the period commencing on the
2005 DDA Expiration Date and expiring four (4) years thereafter on August 15, 2014, unless sooner
terminated in accordance with the 2005 DDA, as amended by this Amendment No.1.
(i) The term "Property" as used herein includes real property owned by the San
Bernardino Municipal Water Department (the "Water Department") and real property owned by the
Agency. Nothing contained in this Amendment No. I shall preclude either the Water Department or
the Agency from transferring their respective portions of the Property, either separately, as single
transactions or as a combined transaction to any other governmental agency, political subdivision,
municipal corporation, govemmentally controlled non-profit corporation or other public entity that
intends to make use of the Property for a governmental use or other public purpose. The Water
Department and the Agency may additionally retain their respective portions of the Property and
commit such portions to a public use either separately, as single transactions, or as a combined
transaction. Any such public use or transfer in accordance with the preccding sentences of either or
both portions of the Property shall relieve the Agency of any further compliance requirements with the
restrictions of this Amendment No. I upon such transfer or commitment to a public use by either the
Water Department or the Agency of either or both of their respective portions of the Property.
2
P:\Agcnda,\Agcnd. AHathment'\Agenda ."uachment,',.Agend. AtI.chmen,,\Agnnts-Aonend 2009\.02-02-09 W.tso~_Wcslridgc. LLC _ Amendment No. I FINAL (Con't).doc
CDC/200,9-6
3. Term of the Agreement. The term of the Agreement shall be extended one (1) year
from August 15,2009, to August 15, 2010. The term of the Agreement shall expire on August IS,
20 I 0, subject to any earlier termination as provided for in the 2005 DDA, as amended by this
Amendment No. I.
4. Initial Purchase Opportunitv. Subject to the terms and conditions below, should the
Agency at any time during the Right of First Refusal Term desire to make a Disposition with respect to
all or any portion ofthe Property owned by the Agency or any interest therein (the Property owned by
the Agency, or such portion thereof, or such interest therein being hereinafter referred to as the
"Offered Propertv"), then the Agency shall give the Developer written notice of such intention, and the
Agency and the Developer, I(lr a period of thirty (30) calendar days after the Developer's receipt of
such notice, shall negotiate in good faith to reach an agreement and the price, terms and contract form
pursuant to which the Developer will purchase the Offered Property. If the Agency and the Developer
are not able to reach an agreement for such purchase and sale within such thirty (30)-calendar day
period, the Agency, subject to the terms of this Amendment No.1, may market the Offered Property to
persons or entities other than the Developer. Any such process initiated by the Agency with third
parties after the 2005 DDA Expiration Date for the remaining Right of First Refusal Term pursuant to
this Section 4, after providing the Developer with the aforesaid notice, may be consented to, approved
and executed by the Agency with any third party, subject to the Agency's compliance with Section 5
below, affording the Developcr the First Refusal Right (as dcfined below).
5. First Refusal. Subject to the terms and conditions set forth below, if the Agency at any
time after the 2005 DDA Expiration Date and for the remaining Right of First Refusal Term receives a
hona fide offer acceptable to the Agency, or makes a bona fide offer acceptable to an offeree, for a
Disposition of the Offered Property, then the Developer shall have the right and option, but not the
obligation, to purchase the Offered Property (the "First Refusal Right") on the following terms and
conditions:
(a) The Agency shall provide the Developer with a written notice (the "Agencv
Notice") which shall (i) set forth the true identity of the proposed purchaser (including the identity of
the principals of the purchaser, if known to the Agency), (ii) include a description of the Offered
Property, (iii) include a description of all material terms of the proposed Disposition, including,
without limitation, the price, earnest money, due diligence inspection period and closing date, and (iv)
offer to consummate such Disposition with the Developer upon the same terms and conditions as set
forth in the Agency Notice. The Agency Notice shall have attached to it a true, correct and complete
copy of the contract of sale or other agreement that governs the rights and obligations of the Agency
and the proposed purchaser with respect to the proposed Dispositions (the "Disposition Document").
Any time periods in the Agency Notice shall be deemed extended as necessary to allow the Developer
the full thirty (30)-calendar day period following receipt of the Agency's Notice in which to decide
whether to exercise the Devcloper's First Refusal Right.
(b) During the thirty (30)-calendar day period following the Developer's actual
receipt of the Agency Notice (the "Response Period"), the Developer shall notify the Agency in
writing of the election by the Developer to purchase or to not purchase the Offered Property. If the
Developer elects to not purchase the Offered Property by delivering written notice of such election to
the Agency within the Response Period, thc Agency may effect a Disposition of the Offered Property
to the proposed purchaser identified in the Agency Notice (i) at a price that is not less than ninety-five
percent (95%) of the price that would have been paid by the Developer if the Developer had elected to
3
P;\Agcndas\Agend. Atlachmcms'.Agcnd. Anachmenls\.Agrnda Alt.chmenls\Agrmts-Alllend 2009....02.02.09 Watson,WcslTidgc. LLC _ Amendment No.1 FlNAL(CGrl',j doc
CDC/2009-6
purchase the Offered Property pursuant to the Agency Notice, and (ii) upon other terms and conditions
that are not more favorable to the proposed purchaser than those offered to the Developer in the
Agency Notice, provided such closing occurs with the third party purchaser of the Offered Property no
later than one hundred eighty (180) calendar days after the expiration of the Response Period, and
further provided that if such closing to the proposed purchaser does not occur within such one hundred
eighty (l80)-calendar day period, the Agency shall again be required to comply with this Section 5
before it makes any other Disposition of the Offered Property. Such Disposition of the Offered
Property, if made in accordance with this Amendment No. I, shall be made free and clear of this
Amendment No. I but this Amendment No. I shall remain applicable to the remainder of the Property
during the remaining Right of First Refusal Term, and the Developer, at the request of the Agency,
shall execute and deliver to the Agency the Release Agreement prior to the date of the actual
Disposition of the Offered Property insofar as it pertains only to the Offered Property that is so
conveyed.
(c) If the Developer does not elect to accept the Agency's offer with respect to a
Disposition in accordance with the terms hereof, and such Disposition from the Agency is not made on
the price and terms set forth in Section 5(b) above subject to the maximum one hundred eighty (180)-
calendar day closing period and other terms set forth above, this Amendment No. I shall remain in full
force and effect with respect to the Offered Property.
(d) If the Developer exercises the First Refusal Right by delivering written notice of
such exercise to the Agency within the Response Period, the Developer and the Agency shall close the
purchase and sale of the Offered Property in accordance with the terms set forth in the Agency Notice
and the Disposition Document.
(e) Notwithstanding any provision contained herein to the contrary, in the event: (i)
the Developer does not elect to accept the Agency's offer, (ii) the Agency sells the Offered Property
pursuant to the terms of this Amendment No.1, and (iii) the Agency retains a lien on the Offered
Property and forecloses such lien prior to the expiration of the Right of First Refusal Term, the rights
of the Developer under this Amendment No. I with respect to the Offered Property shall be
automatically reinstated, and the Agency shall not consummate any further Disposition of the Offered
Property without again complying with the terms of Section 5 herein.
6. General Provisions. The Agency and the Developer restate and reaffirm the terms,
covenants and conditions of the 2005 DDA. All of the terms, covenants and conditions of the 2005
DDA are in full force and effect except as modified by this Amendment No. I. In the event of any
inconsistency, contradiction or ambiguity between the terms, covenants and conditions of the 2005
DDA and this Amendment No. I, the inconsistency, contradiction or ambiguity shall be resolved in
favor of this Amendment No. I. This Amendment No. I may not be amended except by written
agreement executed by the Agency and by the Developer, is binding on the parties hereto and their
permitted successors and permitted assigns, and shall be governed by the laws of the State of
California. The illegality, invalidity or unenforceability of any provision of this Amendment No. I
shall not affect the legality, validity or enforceability of any other provision of this Amendment No.1.
The Agency and the Developer have the authority to execute, deliver and perfonn this Amendment No.
I and the persons executing this Amendment No. I on behalf of the Agency and/or of the Developer
have the authority to bind the Agency and the Developer to this Amendment No.1. This Amendment
No. I shall bind and run with the Property owned by the Agency but shall not be appurtenant to any
other property. Upon the expiration of the Right of First Refusal Term or earlier upon the sale of the
4
1':\Ap:nd.s\A~enda Alt.chmenls\Agenda Attachmcnls\Ag<:Tlda Allathments\Agrmls-Amend 2009\02-02-09 Walson-Wesu-idgc, LLC.. Amendmet\l No.1 FINAL (Con'l).doc
CpC/2009-6
Offered Property to a third party as permitted pursuant to this Amendment No. I, the Developer shall
deliver to the Agency the Quitclaim Deed, as executed and acknowledged by the Developer, in
recordable form for recordation in the official records of the county recorder's office for the County of
San Bernardino, State of California, reasonably acceptable to the Agency and to a title insurance
company to evidence the termination of this Amendment No. I and the termination of any further
rights of the Developer pursuant hereto with respect thereto.
/II
/II
/II
/II
/II
/II
1/1
/II
/II
/II
/II
/II
/II
/II
/II
/II
/II
/II
/II
1/1
5
P:\Agendas\Agenda AltachmenlS\Agenda Anachmenl5\Agenda AUacnmmls\Agrmls-Amend 2009\02.02-09 WaH;on_Westr;dge, LLC - Amendmenl No. I FINAL (Con'l).OOc
CDC/2Q09-6
IN WITNESS WHEREOF, the Agency and the Developer hereto have duly executed
this First Amendment as of the date first written above.
AGENCY
Dated /u; )t!f
Thc Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Q~
By:
Emil A. Marzullo, Interim Executive Director
~
Approved as to Form and Legal Content:
By: \ ~
Agency Coun
DEVELOPER
Watson-Westridge, LLC,
a California limited liability company
Dated:
s-2'1- o(
6
P:\Agcncta,\Agcmla Attachmcnl"'v\gcn,l~ Allachmenb\Agcnda Allachmcm,\Agrml,-Amcnd 2009\02-02-09 Watwo.Wo,lridge, LLC - Amendment ,,"0. I Ht-.:AL (Con~}_doc
CDC/2009-o
Exhibit "A"
Release Agreement
7
P:...A~endas. Agenda AllachrnenKAgetlda A1ta"hmenls Agenda AIWchmcnK.Agnms-Amend 2004-02.0:'-09 Watson- Wcstrid~e. LLC. Amendment No 1 FINAL (Con'I).doc
CDC/20.09-6
RELEASE AGREEMENT
THIS RELEASE AGREEMENT (the "Agreement") is entered into as of this _ day of _,
200_, by and between Watson-Westridge, LLC, a California limited liability company (the
"Developer") and the Redevelopment Agency of the City of San Bernardino, a public body, corporate
and politic (the "Agency"), in light of the facts set forth in the following recitals. In this Agreement,
the Agency and the Developer may each be referred to as a "Party" and may collectively be referred to
as the "Parties."
RECITALS
WHEREAS, the Agency and the Developer have executed and entered into that certain 200S
Disposition and Development Agreement, dated as of August 1 S, 200S (the "200S DO A"); and
WHEREAS, the Agency and the Developer have executed and entered into that certain
Amendment No.1 to the 200S DDA, dated as of ,200_ (the "Amendment No.1"); and
WHEREAS, the Amendment No.1 provides, without limitation, that: (i) the Developer has a
First Refusal Right to purchase from the Agency the Offered Property during the Right of First Refusal
Term, (ii) the Developer may elect to purchase or to not purchase the Offered Property, (iii) the
Agency shall have the right to sell the Offered Property to an individual or to an entity who is not the
Developer nor an affiliate of the Developer should the Developer elect not to purchase the Offered
Property, and (iv) at the request of the Agency, the Developer shall execute and deliver to the Agency
this Agreement should the Developer elect not to purchase the Offered Property; and
WHEREAS, in accordance with the 200S DDA, as amended by the Amendment No.1: (i) the
Agency has offered to sell the Offered Property to the Developer, (ii) the Developer has notified the
Agency, in writing, of its election to not purchase the Offered Property, (iii) the Agency has sold or
will sell the Offered Property to a person or entity that is not the Developer nor an affiliate of the
Developer, and (iv) the Agency has requested the Developer to execute and deliver to the Agency this
Agreement; and
WHEREAS, in accordance with the 200S DDA, as amended by Amendment No.1, tbe
Developer has agreed to release all right, title and interest in the Offered Property and in all other
Released Claims (as defined below) in accordance with this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE,
AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY AND BETWEEN THE
AGENCY AND THE DEVELOPER, THE AGENCY AND THE DEVELOPER AGREE AS
FOLLOWS:
1. Recitals and Definitions. The Recitals set forth above are true and correct and are
incorporated herein by this reference. Initially capitalized terms not defined in this Agreement shall
have the meanings set forth in the Amendment No. I. This Agreement will become effective on the
date (the "Effective Date") that this Agreement has been approved and duly executed by the
appropriate representatives of the Developer and ofthe Agency.
8
P:'."'~cnd"s,Agcn<1a Altachmel\liAgenda Alla,.hmcl1l,.A."cnu" Att.chment,' Agrmls-Amend 2009.02-02-09 W.lson. W<:str;dge. U.r Amendmem No. I fl)\AL (('on't).ci",
CDC/2009-o
2. Release. The Developer does hereby fully. completely, finally and lorever release and
discharge the Agency and its respective ollicers, partners, members, agents, employees, attorneys,
successors, heirs, and assigns from any and all right, title or interest in the Offered Property, including,
without limitation, any claims, actions, causes of action, demands, rights, debts, promises, liabilities,
damages, accountings, costs and expenses, whether known or unknown, suspected or unsuspected, of
every nature whatsoever, whether now or hereafier existing, which the Developer has or may have
against the Agency with respect to any and all matters arising out of or in connection with the Offered
Property (all of which released matters shall collectively be referred to as the "Released Claims" and
singularly as the "Released Claim"). This release provision shall survive the execution, delivery,
performance and early termination of the 2005 DDA, as amended by the Amendment No.1.
IT IS THE INTENTION OF THE DEVELOPER HERETO THAT THIS AGREEMENT
SHALL BE EFFECTIVE AS A FULL AND FINAL RELEASE OF EVERY RELEASED CLAIM.
IN FURTHERANCE OF THIS INTENTION, THE DEVELOPER ACKNOWLEDGES THAT THE
DEVELOPER HAS BEEN ADVISED BY LEGAL COUNSEL FOR THE DEVELOPER OF THE
LEGAL EFFECT OF THIS AGREEMENT.
The Developer acknowledges that hereafter the Developer may discover facts in additiou to, or
different from, those that the Developer now knows or believes to be true with respect to the subject
matter of this Agreement and the Released Claims, but that, notwithstanding the foregoing, it is the
intention hereby of the Developer to fully and forever settle and release each of the Released Claims,
and that in furtherance of this intention, this release herein given shall be and remain in effect as a full
and complete release.
3. Ownership of Released Claims. The Developer hereby represents and warrants to the
Agency, as to any Released Claim, the Developer is the sole and absolute owner of each Released
Claim released by the Developer, free and e1ear of all other rights and interest therein, and has the
right, ability and sole power to release said Released Claims. The Developer has not, and will not,
transfer, convey, assign, encumber, pledge or hypothecate the Released Claim, or any interest therein.
4. Attornevs' Fees. In the event there is any dispute concerning or arising out of the
terms of this Agreement or the performance by the Developer hereto with respect to the terms of the
Agreement, the prevailing Party in such dispute shall be entitled to recover, in addition to its costs, all
attorneys' fees, court costs and expenses reasonably incurred in connection with the dispute. Further,
if any action is taken, the Developer agrees to submit to the jurisdiction of the courts of San
Bernardino County, State of California.
5. Counterparts. The Agreement may be executed in one (1) or counterparts, each of
which shan be deemed an original, and an taken together, shan constitute one and thc same original
Agreement.
6. Severabilitv. If any provision of this Agreement is held, determined or adjudicated to
be illegal, invalid or unenforceable for any reason by any court of competent jurisdiction, such
provision shall be severed from the remaining provisions of the Agreement and shan not affect the
validity or enforcement of the remaining provisions.
9
P:'A~c"da,.AgendJ Alla~hmenI3Age"d, A\taohmcttl,',Agenda AII<\Chmc1lls'Agrmts-AmtnJ 2009 O:>-Ol-0~ W.""".Wesuidge. LLC - ^",endmem No. I fiNAL (Con'l).doc
CDC/2009-6
7. Tnte!!ration. The Devcloper and the Agency hereby expressly agree that this
Agreement constitutes the entire agreement between the Parties relating to the release by the Developer
of the Released Claims. This Agreement supersedes all prior negotiations, promises, covenants,
agreements and representations, if any, between the Parties relating to the release by the Developer of
the Released Claims.
8. Controllinl! Law. This Agreement shall be interpreted, construed and enforced m
accordance with the laws of the State of California.
9. Section titles. The section titles in this Agreement are used for convenience only by the
Parties and are not to be taken as part of the instrument or used to interpret this Agreement.
10. Interpretation. Whenever the context of this Agreement so requires, the masculine
shall include the feminine, or neuter, the feminine shall include the masculine or neuter, the neuter
shall include the masculine or feminine, the singular shall include the plural and the plural shall
include the singular.
11. Amendment. This Agreement may not be altered, amended, modi/led, or otherwise
changed in any respect, except by a writing executed by an authorized representative of each Party.
12. Authorization. The Agency and the Developer represent and warrant to one another
that each Party has the authority to execute, deliver and perform this Agreement and that each Party
has taken all necessary action to approve this Agreement. The undersigned, by their signatures,
represent and warrant that they are authorized agents of their respective entities and are authorized to
execute this Agreement.
13. Successors. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors, executors, administrators, trustees, heirs, personal
representatives and assigns.
End ofpage
10
P,'i\~endas',A~cnJa AltadunenKAgendn ,\It"cnmc'Ilt'''A~endaAl1achmcmi.;\grrnh.Amend ~009'm-01-O~ W.tS(l".Westridge, LU - Amendment ~o_ I FI>lAL (Con'i).Me
CDC/2009-6
IN WITNESS WHEREOF, the Parties hereto execute this Agreement as of the date first written
above.
DEVELOPER
Watson-Westridge, LLC,
a California limited liability company
Dated:
By:
Name:
Title:
AGENCY
Redevelopment Agency ofthe City of San Bernardino,
a public body, corporate and politic
Dated:
By:
Emil A. Marzullo, Its Interim Executive Director
Approved as to Form and Legal Content:
By:
Agency Counsel
11
P,'.A~endas'.AgendJ ^lI"~hrnents"\~cndJ Al1",hmtollIS' Agcm!a Attachmcnts.Al'"nls-Amend 2O(I~"02-02-09 W""on-Wc;lTidge. LIT - Ame"dmcnl N~_ I rlNAL (('"n'll,doc
CDC/2009-6
Exhibit ~"A"
The Offered Property
12
P:"Agcnd"-<"Agenda Altachmems"Ag~1ld" Alla'-hmcnl;....AgtndJ AlEathmems' AJ!Tml>-Amcod 2009.I}C-02-Q9 \"al"'n-W~,tridg~. LLC - i\mcmlm~nt No. I HNAL (Con'I).doc
CDC/2009-6
Exhibit ""B"
Quitclaim Deed
13
P:".Agcndas' Agenda AnachmcnhA!;cnda Altadunenls..A!;",\da Al1achmcnts"Agrm".Amend 20(j<)'.02-02-09 \\'a1><1I1-Wcstrid"e. LL( - AmcnJmcm No.1 FINAL (Coll"I).doc
CDC/2009-6
RECORDING REQUESTED BY:
When Recorded Mail Document
and Tax Statement To:
Redevelopment Agency
ofthe City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attn.: Interim Executive Director
SPACE ABOVE TillS LINE FOR RECORDER'S USE
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Watson-
Westridgc, LLC, a California limited liability company (the "Grantor"), hereby remises, releases and
quitclaims to the Redevelopment Agency of the City of San Bernardino, a public body, corporate and
politic (the "Agency") the following described real property in the City of San Bernardino, County of
San Bernardino, State of California:
See attached Exhibit "A"
IN WITNESS WHEREOF, the Grantor has caused this Quitclaim Deed to be executed
by its authorized officer as of the date indicated next to the signature, below.
Watson-Westridge, LLC,
a California limited liability company
Dated:
By:_
Name:
Title:
[NOTARY ACKNOWLEDGMENT TO BE ATTACHED]
Approved as to Form and Legal Content:
By:
Agency Counsel
14
P:Agend,wAgcnda Attachments'Agenda Atiachmcnis"Agcnda Al1achmems'.Agrmt,-Amend 2009.02-0~-09 Wats(Jo-We'tridgc. LLC. Am.ndmenl No. I FINAL (Clln'l).doc
CDC/2009-6
ACCEPTANCE OF QUITCLAIM DEED BY
THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
The undersigned officer of the Redevelopment Agency of the City of San Bernardino, a public
body, corporate and politic, hereby acknowledges on bchalf of the Agency acceptance of the delivery
ofthe subject propcrty from Watson-Westridge, LLC, a California limited liability company.
Redcvelopment Agency of the City of San Bernardino.
a public body, corporate and politic
Dated:
By:
Emil A. Marzullo, Interim Executive Director
[NOTARY ACKNOWLEDGMENT TO BE ATTACHED]
t5
P:Ag~"das Agenda Allachments'AgcndaAllachmcnts.Agenda Alla,hmems'Agrmt,-Amend :'OO~ 02.{)2.0~ \1,'mson_W<:slridge, LLC. Amendment No.1 FlNAL(Con't).uoc
CDC/2009-6
Exhibit" A"
Legal Description ofthe Property
\
,
P:'Agcmlas'Agenct..' AttJchmc'TlIS'Agcml" AllachmcnliAgcnJa Allachmcnts.Agrmts-Amend 20iYr.O:l-OI.(l'} W"tson.Wesuidgc. LLC - AmelHlmen! Nll. 1 FINAL (Con'1).d(l~
16