HomeMy WebLinkAboutR37- Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Maggie Pacheco SUBJECT:
Deputy Director
ORlGlNAl
CLARIFICATION AND AMENDMENT
TO THE JUNE 2, 2003 DISPOSITION
AND DEVELOPMENT AGREEMENT
(DDA) BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND
J. R. WATSON & ASSOCIATES
DEVELOPMENT CO.
DATE:
December 19, 2003
SvnoDsis of Previous Commission/Council/Committee Aetion(s):
On December 18, 2003, Redevelopment Committee Members Anderson, Suarez and Estrada unanimously voted to
recommend that the Community Development Commission and the Mayor and Common Council consider this action
for approval.
Recommended Motion(s):
(Commnnitv DeveloDment Commission)
MOTION A: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE
CLARIFICATION AND AMENDMENT TO THE 2003 DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND J. R. WATSON & ASSOCIATES DEVELOPMENT CO., DATED JUNE 2,
2003
(Mavor and Common Council)
MOTIONB: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING THAT CERTAIN PURCHASE AND SALE AGREEMENT BY AND
BETWEEN THE CITY OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO RELATING TO PROPERTY LOCATED AT THE
NORTHWEST CORNER OF UNIVERSITY PARKWAY AND NORTHPARK BOULEVARD IN
THE CITY OF SAN BERNARDINO
Contact Person(s):
Maggie Pacheco
Pbone:
(909) 663-1044
Fifth
Proj ect Area( s)
None
Ward(s):
Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS
$
-0-
Source:
N/A
Budget Authority:
SIGNATURE: ~
____________________________________________:_~_:_____s__:~'_~::c_~~~:_~~_e_~:____________________________~__:_~:~_~::::~~~u_~_~_lf~_c_~_r__________
Commission/Council otes:
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P:\Agcndas\ConunDcv Conunission\CDC 2004\04-01-05 Watson DDA CIar Amend,doc COMMISSION MEETING AGENDA
Meeting Date: 01~/2004
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Agenda Item Number: R...3 7
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Clarification and Amendment to the
June 2. 2003 DiSDosition and DeveloDment Al!reement (DDA)
bv and between the RedeveloDment Al!encv of the Citv of San Bernardino
and J. R. Watson & Associates DeveloDment Co.
BACKGROUND/CURRENT ISSUE:
Tentative MaD and Parcel MaD
On May 6, 2003 the Planning Commission approved Tentative Tract Map No. 16509 ("Tentative
Map") to subdivide approximately 133.04 acres for development. Attached as Exhibit "A" to this
Committee Agenda Item ("Staff Report"), is parcel map 16307 (which was recorded October 17,
2003, as Document No. 2003-0786277, official records) (the "Parcel Map") depicting the property to
be transferred to the Agency and ultimately to the Developer for development in accordance with the
approved Tentative Map. The City will transfer parcels 1,2,3 and 4 to the Agency, which constitutes
the development area contemplated in the approved Tentative Map (the "Site"). Portions of the Site
are being retained (for example for water storage and wells) by the Water Department and/or
ultimately dedicated to the City for streets, recharge facilities, natural and sculptured open space,
public parks, trails, etc., located at University Parkway and Northpark Boulevard
Clarification MaD
Attachment I ("Clarification Map") to this Staff Report is a "Clarification Map." The Parcel Map
and Clarification Map have the same exterior Site boundary, but the Clarification Map has been
further subdivided into 16 separate areas in order to better explain the basis for the sale price of the
Site and intent of the City, Agency and Developer for each of the 16 areas.
DisDosition of the 16 Lots Shown on the Clarification MaD
The City of San Bernardino Municipal Water Department (the "Department") considers the Site to be
surplus land. The Department intends to retain portions of the Site (identified on the Clarification
Map as Areas 4, 14 and 15, containing a total of approximately 4.19 acres) and then sell the surplus
land, the remaining Areas (128.85 acres as shown on the Clarification Map) through the Agency to
the Developer pursuant to the June 2, 2003 DDA, between the Agency and J. R. Watson & Associates
Development Co. ("Developer"). After certain improvements are made by the Developer to Lots 2,
6,9, 10, 11 and 16 of the Clarification Map, these lots (totaling 35.54 acres) are to be conveyed to the
City. Thus, Developer will be purchasing for development purposes approximately 93.31 acres of
land.
P:\Agendas\Comm Dev Commission\CDC 2004\04-01-05 Watson DVA CIar Amend.doc
COMMISSION MEETING AGENDA
Meeting Date: 011./2004
JQu;.,
Agenda Item Number: Iv.:) 1
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Economic Development Agency Staff Report
Watson Clarification and Amendment to DDA
Page 2
Clarification Al!:reement to Have No Effect on Approved Tentative Map and CUP
The DDA and subsequent actions of the Agency and City (i.e., Notices of Determinations) reference
the approved Tentative Map and CUP and the conditions placed thereon. Subsequently, and after the
Planning Commission's approval, Staff and the Developer met to review the Tentative Map and
determine a strategy for conveyance and improvements to the lots (including timing of conveyance).
The conclusion was that it was beneficial to all parties to adopt an amendment to the existing DDA
("Proposed Clarification/Amendment to the 2003 DDA"). The Proposed Clarification/Amendment to
the 2003 DDA, would accurately establish the property to be retained by the Water Department,
rather than wait until the recordation of a Final Map. As stated previously, the DDA as well as other
official documents reference the approved Tentative Map as setting forth the conditions the
Developer must fulfill for the benefit of the City, including park improvements, infrastructure
improvements and mandatory open-space areas. The Proposed Clarification/Amendment to the DDA
are consistent with the original intent, and merely establish the legal parcels to be transferred to the
Developer, further illustrate the development contemplated by the parties, clarifY the property to be
retained by the Water Department and reassert the conditions placed on the Developer upon the
approval of the Tentative Map, identifY the entities that will acquire the Site, and refines the
development schedule for the Project (to coincide with the timing set forth in the CUP for the
Tentative Map). The Proposed Clarification/Amendment to the DDA will not negate the Planning
Commission's approved Tentative Tract Map and Conditions of Approval, all of which are and shall
remain in full force and effect.
Acreal!:e of Site per the Proposed Clarification/Amendment to 2003 DDA (submitted bv
Developer and reviewed bv the City Enl!:ineer)
The DDA contemplated the transfer of the entire Site except the water land and the open space (i.e.,
105.41 acres) to the Developer. The Staff Report to the Community Development Commission
(CDe) which accompanied the DDA contemplated approximately 99 acres to be transferred to the
Developer at $0.70 a square foot. It further stated that any additional acreage may be purchased at
$0.70 a square foot. This provision for the purchase of additional acreage was included in the event
the Water Department determined that a portion of the water well sites or the water tank property
were not needed for Water Department purposes ifupon final design the Water Department required
less acreage if an alternative alignment of water lines could be found. The approximate acreage of 99
acres at $0.70 per square foot calculates to be slightly in excess of $3,000,000 (i.e., $3,018,708.00)
which the appraiser rounded to an even $3,000,000. The Staff Report accompanying the DDA
further contemplated 99 acres to be transferred to Developer for $3,000,000 purchase price, but it was
known at such time that within the gross amount of 99 acres, there were considerable areas that could
not be developed for private development purposes. The Proposed Clarification/Amendment will help
clarifY this as well and provide that regardless of the final acreage calculation, the purchase price
shall remain $3,000,000.
P:\Agendas\Comm Dev Commission\CDC 2004\04-01-05 Watson DDA CIar Amend.doc
COMMISSION MEETING AGENDA
Meeting Date: Olltl!l/2004
1I0
Agenda Item Number: j(J 7
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Economic Development Agency Staff Report
Watson Clarification and Amendment to DDA
Page 3
Existinl! ADDraisal
The City's and Agency's Environmental Notice of Determination declared the Site as surplus and
available for disposition by the Agency and contemplated approximately 117 acres to be transferred
to the Developer for $3,000,000. The 1 17-acre figure was based on the original appraisal report
conducted in April 2002, without the appraisal having the benefit of engineering and survey work and
relying solely upon Assessor Parcel Map pages depicting the properties. Also, the appraisal assumed
that the Water Department would dedicate the right-of-way for Campus Parkway (then known as
Pepper Linden Extension) to the City at no charge prior to the sale of the surplus property to a
Developer. Such original appraisal report also assumed certain zoning and land use changes, which
are not presently a part of the sales transaction to the Developer. Also, not shown in the Assessor
Parcel Map pages was a prior transfer of a portion of the Site to an adjacent developer of a
commercial shopping center on University Boulevard nor did the original appraisal report have access
to other areas that are now included which became available through the realignment of Northpark
Drive and Campus Parkway.
However, of the 128.85 acres to be transferred to the Developer (per the Proposed
Clarification/Amendment to the 2003 DDA), the Developer will retain for development purposes
only Lots 1, 3, 5, 7, 8, 12 and 13 of the Clarification Map, which total approximately 93.31 gross
acres (and includes additional street right-of-way to be ultimately dedicated to the City), and by
applying the $0.70 per square foot to the 93.31 acres, this would equate to a total purchase price of
$2,845,208.50 for which the Developer will actually pay $3,000,000. Areas 2, 4, 6, 9, 10, 11, 14, 15,
and 16 of the Clarification Map will be retained by the City for other public purposes.
The appraisal was updated and clarified in April and May 2003 to reflect the current transaction
structure and market conditions.
Moreover, in June 2003, the Council, by Resolution, declared the Water Department property surplus
and authorized the transfer of the surplus portions to the Agency by quitclaim deed. The Resolution
provided for a 60-day period of time for this transaction to be completed. As a result of the delays
that have occurred with finalizing the Parcel Map and negotiating the terms of the reconveyance of
the County Flood Control District easements on the property, the initial authorization 60-day period
has expired. It is now necessary to reauthorize the transfer of the surplus property in accordance with
the attached Council Resolution. Therefore, included as a part of this Staff Report is a corresponding
Mayor and Common Council action contained in the attached Resolution to reauthorize the transfer
of the surplus portions of the Water Department property to the Agency for eventual disposition
pursuant to the DDA. The Council Resolution authorizes the disposition of the City declared surplus
Water Department property in accordance with the disposition strategy as further discussed in this
Staff Report.
ENVIRONMENTAL IMPACT:
An Amendment to the DDA does not require further Environmental Review analysis..
P:\Agendas\Comm Dev Commission\CDC 2004\04-0I-OS Watson DDA Clar Amend.doc
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COMMISSION MEETING AGENDA
Meeting Date: 01!t5/2004
z.o
Agenda Item Nnmber: eJ 7
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Economic Development Agency Staff Report
Watson Clarification and Amendment to DDA
Page 4
FISCAL IMPACT:
None.
RECOMMENDATION:
That the Community Development Commission and Mayor and Common Council adopt the attached
Resolutions.
P:\Agendas\Comm Dev Commission\CDC 2004\04-01-05 Willson DDA elM Amend.doc
COMMISSION MEETING AGENDA
Meeting Date: 01/15/2004
z.o
Agenda Item Number: /..3 7
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e25
RESOLUTltD [p Y
A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTIVE DIRECTOR TO EXECUTE THE CLARIFICATION
AND AMENDMENT TO THE 2003 DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND J. R. WATSON &
ASSOCIATES DEVELOPMENT CO., DATED JUNE 2, 2003
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
and J. R. Watson & Associates Development Co. (the "Developer") entered into that certain
2003 Disposition and Development Agreement by and between the Redevelopment Agency of
the City of San Bernardino and J. R. Watson & Associates Development Co., dated June 2,
2003 (the "DDA") providing for the sale to and development by the Developer of certain lands,
a map of which is set forth in Exhibit "A", attached hereto (the "Property"); and,
WHEREAS, the City of San Bernardino (the "City") is the current owner of the Property
and has divided the Property, in accordance with the Development Code for the City of San
Bernardino and the Government Code of California, into the parcels indicated on Exhibit "A;"
16
and,
17
WHEREAS, the purpose of the DDA is for the Agency to facilitate the acquisition of the
18
Property by the Developer so that the Developer can construct the Project (as defined in the
19
DDA) in accordance with the requirements of the City; and,
WHEREAS, subsequent to the execution of the DDA, the parties hereto have received
additional information relative to the acquisition of the Property and the development of the
20
21
22
Project by Developer, including, without limitation, the re-parceling of the Property by the City,
which further clarify the obligations and rights of the parties under the DDA; and,
WHEREAS, the parties, and each of them, desire to clarify and amend the DDA to
reflect the additional information received by the parties and further delineate the obligations
23
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and duties of the parties, and each of them, relative to the development of the Project.
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P:\Agendas\Ruolullons\RuoI1l1Ions\2004'.04-01.0S W3hl;lQ Clar Arnd DDA CDe Reso.doc
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMlSSION OF THE
2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
3 FOLLOWS:
4
Section I.
The Commission hereby approves the Clarification and Amendment to
5 the D D A attached hereto and incorporated herein by reference.
6
Section 2.
The Executive Director of the Agency is hereby authorized to execute the
7
Clarification and Amendment to the DDA on behalf of the Agency in substantially the form
8
attached hereto, together with such technical and conforming changes therein as may be
approved by the Executive Director and Agency Counsel.
The Resolution shall become effective immediately upon its adoption.
9
Section 3.
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P;\Ag~ndas\.Rnlllution'i\Resolulion~\2004',04.01.0S Watson Clar Amd DOA CDC Re~o.doc
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTIVE DIRECTOR TO EXECUTE THE CLARIFICATION
AND AMENDMENT TO THE 2003 DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO AND J. R. WATSON &
ASSOCIATES DEVELOPMENT CO., DATED JUNE 2, 2003
3
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
6
Community Development Commission of the City of San Bernardino at a
meeting
7
thereof, held on the
day of
, 2004, by the following vote to wit:
8
Commission Members:
Aves
Navs
Abstain
Absent
9
ESTRADA
LONGVILLE
MCGINNIS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
10
11
12
15
16
17
Secretary
18 The foregoing resolution is hereby approved this
19
day of
,2004.
20
21
Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
22
23
form and Legal Content:
24
By:
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P:\Agendas\Re~olutions\Resolutlon,Il004\04-OI-05 Watson Clar Amd ODA CDC Reso.do(
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CLARIFICATION AND AMENDMENT TO THE 2003 DISPOSITION A;'I/D
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
This Clarification and Amendment to the 2003 Disposition and Development Agreement
by and between the Redevelopment Agency of the City of San Bernardino and 1-K Watson &
Associates Development Co., dated June 2, 2003 (the "Clarification") is made this 5th day of
January, 2004, by and between the Redevelopment Agency of the City of San Bernardino, a
public body corporate and politic (the "Agency") and JK Watson & Associates Development
Co" a California corporation (the "Developer").
RECITALS
WHEREAS, the Agency and Developer entered into that certain 2003 Disposition and
Development Agreement by and between the Redevelopment Agency of the City of San
Bernardino and J,K Watson & Associates Development Co" dated June 2, 2003 (the "DDN')
providing for the sale to and development by the Developer of certain lands, a map of which is
set forth in Exhibit "A", attached hereto (the "Property"); and,
WHEREAS, the City of San Bernardino (the "City") is the current owner of the Property
and has divided the Property, in accordance with the Development Code for the City of San
Bernardino and the Government Code of California, into the parcels indicated on Exhibit A; and,
WHEREAS, the purpose of the DDA is for the Agency to facilitate the acquisition of the
Property by the Developer so that the Developer can construct the Project (as defined in the
DDA) in accordance with the requirements of the City; and,
WHEREAS, subsequent to the execution of the DDA, the parties hereto have received
additional information relative to the acquisition of the Property and the development of the
Project by Developer, including, without limitation, the re-parceling of the Property by the City,
which further clarify the obligations and rights of the parties under the DDA; and,
WHEREAS, the parties, and each of them, desire to clarify and amend the DDA to reflect
the additional information received by the parties and further delineate the obligations and duties
of the parties, and each of them, relative to the development of the Project
NOW, THEREFORE, FOR good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
P:'.(Icncal S~r;-i,c; Dep!',Margarel"Agrecmenls-Amendmcnls'Agrmls-Amend 200~,04-01-05 Watson Clar Agmt,DOC
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CLARIFICATION & AMENDMENT AGREEMENT
1.
Propertv to be ACQuired bv Developer.
Subsequent to the approval and execution of the DDA, the City has legally subdivided
the Property into four (4) separate legal parcels as set forth in Exhibit "A" attached hereto
(individually "Parcel" and collectively "Parcels"). The Agency intends to take title and the City
intends to transfer all of the Parcels to the Agency.
The DDA is hereby amended in the following manner:
(a) Exhibit "A" of the DDA is hereby replaced with Exhibit "A" of this Clarification.
(b) Section 1.0 I of the DDA is hereby replaced with the following:
"In accordance with Section 33396 of the California Health and Safety Code, the
purpose of this Agreement is to provide for the sale by the Agency to the
Developer of certain unimproved lands located at the northwest comer of
University Parkway and Northpark Boulevard in the City of San Bernardino and
more specifically described as parcels I, 2, 3, and 4 of Parcel Map 16307
(collectively and severally, the "Property") on the map attached hereto as Exhibit
"A" (the "Map").
2.
Parties to the Al!reement.
Section 1.03(b) of the DDA is hereby amended by adding the following to the end of the
Section:
"The parties acknowledge and agree that Developer shall be taking title to the Property
under various entities, all which Developer owns, either directly or indirectly, at least twenty-five
percent (25%), in conformance with Section 1.04 of this Agreement. Therefore, for purposes of
this Agreement the following entities shall also be deemed the Developer and shall be obligated
to perform the obligations, covenants and conditions as well as be bound by the restrictions of
Developer set forth in this Agreement and any amendments hereto only as to the specific Parcel
that such entity receives fee title. However, l.R. Watson & Associates Development Co. shall
remain jointly and severally liable with each and every entity regardless of how fee title is held.
Furthermore, so long as Developer holds at least 25% of control of such entities any amendments
or further clarifications to this Agreement shall be deemed executed by all parties set forth in this
Section 1.03(b) upon the execution of such amendment or clarification by l.R. Watson &
Associates Development Co.:
(a)
(b)
(c)
(d)
University Park Holdings, LLC, a California limited liability company
Campus Parkway, LLC, a California limited liability company
University Park, LLC, a California limited liability company
Park-University, LLC, a California limited liability company"
2
P Clerical Services Depl'y\fargarct'Agrcemcnls_Amcndmcnts\Agrmls_Amend 2004',(J,f.Ol-05 Watson CLar Agmt.DOC
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3.
Transfer and Disposition of the Property.
Section 2.20 of the DDA shall be amended as follows:
"Section 2.20. Disposition of the Propertv and Vesting of Title
The Property shall be transferred to the Developer and title to each Parcel shall vest in the
following manner:
Parcel Land Use Developer Fee Holder
Parcell Developer Improvement University Park Holdings, LLC
Parcel 2 Future Public Roadway Campus Parkway, LLC
Parcel 3 Developer Improvement University Park, LLC
Parcel 4 Community Park Park-University, LLC
4. Review and Approval of Condition of Title bv the Developer
The following is added as Section 2.I3(c) to the DDA:
e "The Developer acknowledges and agrees that as of the date of this Clarification, the
City, who is not a party to this Agreement but is the owner of the Property, has divided the
Property as set forth in Exhibit A, in accordance with Section 66428(a)(2) of the Government
Code. Developer further acknowledges that the Agency is under no obligation to verify that the
manner in which the Parcels were separated created legally subdivided parcels to which
Developer can take fee title. It is the obligation of Developer to verify whether the creation of
the Parcels in such a manner is acceptable and insurable by the title company issuing title
insurance to the Developer.
5. Close of Escrow.
The parties acknowledge and agree that at the time of approval and execution of the DDA
it was not, nor could it have been, anticipated that the removal of certain exceptions of title
which would affect the ability of the Developer to develop the Property, specifically all County
of San Bernardino Flood Control District easements, could not be performed within the time
constraints set forth in the DDA due to the fact the removal of such exceptions were beyond the
control of the parties to the DDA. Therefore the parties desire to amend the DDA to provide
adequate time for the removal of such title exceptions.
Section 2.03(c) of the DDA shall be amended as follows:
e
"Provided that the Developer has delivered the Due Diligence Certificate within the
period of time authorized in Section 2.10, then the Closing Date of the Escrow shall occur within
3
r.Clemal Services D~i'l,~1argarcr,Agreemcnls.Amcndmenl"Agrmt$.Amcnd 2004',04-01-05 Walson Clar ^llmI.DOC
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twenty (20) days after receipt by Escrow Holder of a document in recordable form releasing the
Property, or any portion thereof, at the discretion of the Developer, from any and/or all
easements in favor of the County of San Bernardino Flood Control District objected to by the
Developer in its Due Diligence Certificate, unless the Close of Escrow is extended (a)
unilaterally by Developer pursuant to Section 2.16 or (b) to a date that is more than twenty (20)
days thereafter by mutual agreement of the Agency and the Developer. The words "Close of
Escrow", "Closing Date" and "Closing" shall mean and refer to the date when the Escrow Holder
is in receipt of the Escrow documents of the parties and is in a position to comply with the final
written escrow closing instructions of the parties and cause the Agency Grant Deed for the
Property to be recorded and the Title Policy (as defined below) to be delivered to the
Developer. "
6. Description of Proiect and Scope of Development.
The Description of Project and Scope of Development attached as Exhibit "B" to the
DDA is hereby amended by replacing the following: "minimum number of 155 detached single
family homes" with the following: "minimum number of 153 detached single family homes".
7. Completion of Proiect.
The Schedule of Performance attached as Exhibit "G" to the DDA is hereby replaced by
Exhibit "B" attached to this Clarification.
8.
General Provisions.
(a) The Reci tals set forth above are true and correct and are incorporated into this
Clarification by this reference, as though fully set forth in this Clarification.
(b) All terms, phrases or words indicated to be defined terms by initial capitalization
that are not specifically defined in this Clarification shall have the meaning ascribed to the same
term, phrase or word in the DDA. Terms, phrases and words defined in the Preamble or ReCItals
of this Clarification are also incorporated into the DDA and this Clarification, by this reference.
(c) Except as expressly amended by this Clarification, the DDA is in all respects
ratified and confirmed and all the terms, provisions and conditions of the DDA, as amended by
this Clarification, shall be and remain in full force and effect.
(d) This Clarification may be executed by the Agency and Developer in duplicate
originals, each of which shall be considered an original, but all of which together shall constitute
one and the same instrument.
(e) The agreements contained in this Clarification shall not be construed in favor of
or against either the Agency or the Developer, but shall be construed as if both the Agency and
the Developer prepared this Clarification.
4
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(f) The DDA, as amended by this Clarification, constitutes the entire agreement
between the Agency and the Developer and the Agency and the Developer intend the DDA, as
amended by this Clarification, to be the final expression of their agreement with respect to the
subjects covered therein and a complete and exclusive statement of such terms.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the dates
set forth below.
AGENCY
Redevelopment Agency of the City of San
Bernardino
Date:
By:
Judith Valles
Chair of the Community
Development Commission
Date:
By:
Gary Van Osdel
Executive Director
AP
S MUST BE NOTARIZED]
5
Pc-'Clerical ServIces Depl\Margarct',^gretmenls~Amcndmenls\AgnnIS-Amend 2004-,04-01-05 WJISon elar AgmLDOC
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.
.
Date:
Date:
Date:
Date:
Date:
[ALL SIGNATURES MUST BE NOTARIZED]
DEVELOPER
l.R. Watson & Associates Development Co.
a California corporation
By:
Its:
University Park Holdings, LLC, a California
limited liability company
By:
Its:
Campus Parkway, LLC, a California limited
liability company
By:
Its:
University Park, LLC, a California limited
liability company
By:
Its:
Park-University, LLC, a California limited
liability company
By:
Its:
P:\Clerical Services Dept\Marpret\Aafeements-Amendments\Agrmts-Amend 2004\04-01-05 Watson CIar AgmI.DOC
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EXHIBIT "A"
Amended Property Map to Replace Exhibit "A" to the DDA
p',Clerlcal Services Dcp1",Margarclv\greemenl>-Amel1dmcnl~\Agrml>-Atnend 2004\04.0 1-05 Watson Clar AgmtDOC
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EXHIBIT "B"
AMENDED AND RESTATED SCHEDULE OF PERFORMANCE
TO REPLACE EXHIBIT "G" OF THE DDA
EXHIBIT "G"
SCHEDULE OF PERFORMANCE
(Days shall be calendar days, and all dates herein are subject to change due to force majeure in
accordance with Section 7 .05 of the Agreement)
Agency Approval ofDDA
June 2, 2003
Developer shall perform the following after receipt of the relevant governmental approvals and
permits:
1. Commence mass grading the entire Property area (as appropriate) within sixty (60) days
after Close of Escrow and approval of a mass grading plan.
2. Complete construction of the Project on or before the 5th anniversary of the Close of
Escrow.
P'Cierical Services Dep(.Margarel'AgreemenI5-Amendmenls'Agrmls.Amclld 2004\04-01-05 Walson Clar Agmt.DOC
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20
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I'
RESOLUAC~ rv
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING THAT CERTAIN
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CITY
OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO RELATING TO PROPERTY
LOCATED AT THE NORTHWEST CORNER OF UNIVERSITY
PARKWAY AND NORTHPARK BOULEVARD IN THE CITY OF SAN
BERNARDINO
WHEREAS, the City of San Bernardino, California (the "City") is a municipal
corporation and charter city, duly organized and existing pursuant to the provisions of the
constitution of the State of California; and
WHEREAS, the City is the current owner of certain real property located at the
northwest comer of University Parkway and Northpark Boulevard in the City of San Bernardino
(the "Site") and shown on the map attached hereto as Exhibit "A;" and
WHEREAS, the City previously approved the sale of the real property to the
Redevelopment Agency of the City of San Bernardino (the "Agency") in Resolution No. 2003-
120 adopted on June 2, 2003; and
WHEREAS, Resolution No. 2003-120 gave the Mayor the authority to execute the
purchase and sale agreement by and between the City and the Agency within 60 days from the
date of adoption of the Resolution which time period has now expired; and
WHEREAS, subsequent to the adoption of Resolution No. 2003-120, the City
21
Development Services Department, Planning and Engineering Divisions have certified and
22
recorded a Parcel Map creating four parcels out of the Site (the "Parcel Map"); and
23
WHEREAS, except for the creation of the Parcel Map creating additional parcels for
purposes of the transfer of title and deleting the further parcelization into single family
residential lots, no other changes to the size, scope of impacts of the originally contemplated
24
-1-
P;\Altndas\Ruolutions\Rtiolullons\2004'.O....OI.05 Watson Clar Amd DDA :\ICC Reso.dnc
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,
development have occurred which would affect any of the CEQA findings and or
determinations set forth in Resolution No. 2003-120; and
3
WHEREAS, the City still desires to sell to the Agency those portions of the said Site
shown on the Parcel Map as parcels I, 2, 3, and 4 (the "Property") pursuant to the provisions of
the Charter of the City and the provisions of the Municipal Code, including without limitation
Section 2.65.050; and
4
5
6
7
WHEREAS, an MAl appraisal of the Property was conducted in April, 2002 by
Smothers Appraisal (the "Appraiser"), and according to the report dated April 11, 2002 (the
"Appraisal Report") prepared by the Appraiser, the fair market value of the Property is Three
8
9
10
Million Dollars ($3,000,000); and
11
WHEREAS, in May, 2003, the Appraiser updated the Appraisal Report, confirming and
bringing forward to May, 2003, a fair market value for the Property of Three Million Dollars
($3,000,000) in the size and configuration as contemplated to be transferred as hereinafter
12
e13
provided; and
14
e25
15
WHEREAS, the Agency on June 2, 2003, entered into a Disposition and Development
Agreement (the "DDA") pursuant to which the Agency will, simultaneously with its purchase of
16
the Property from the City, sell the Property to 1. R. Watson & Associates Development Co.
17
(the "Developer") for a purchase price of Three Million Dollars ($3,000,000); and
18
WHEREAS, the Agreement provides that all amounts received by the Agency from the
Developer for payment of all or any portion of the purchase price of the Property under the
19
20
DDA be paid, in turn, by the Agency to the City for deposit in the Water Department fund; and
WHEREAS, the price the Developer is paying to acquire the Property is not less than the
fair market value of the Property; and
21
22
23
WHEREAS, the DDA provides for the development of the Property by the Developer as
24
a residential neighborhood consisting of single family detached homes (the "Project"); and
-2-
P:\Agendas\Rnolulionl\Rnolullon$\20lJ.4\04-01_0S W~hon Clar Amd DDA 'Ice Relo.doc
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.
WHEREAS, there are existing waterlines located within the Property and such locations
2 have been reserved in favor of the City on the Parcel Map; and
3
WHEREAS, the Agency has agreed and shall execute and record an easement in favor
4
of the San Bernardino Municipal Water Department covering these locations prior to
5
transferring any of the Property to the Developer; and
6
WHEREAS, it is appropriate for the Mayor and Common Council to take action with
respect to the sale of the Property to the Agency.
7
8
NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED B
THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS FOLLOWS:
9
Section I.
The above recitals are true and correct and incorporated herein by
10
reference.
11
Section 2.
The Mayor and Common Council hereby re-approve the sale of the Property to
12
the Agency pursuant to the information contained in the Staff Report accompanying this Resolution.
Section 3.
The Mayor and Common Council hereby direct that the proceeds of the
sale of the Property received by the City from the Agency in accordance with the terms of the
15
Agreement be deposited in the Water Department Fund.
16
Section 4.
The Mayor and Common Council hereby approve, authorize and direct
17
the Mayor to execute a revised Purchase and Sale Agreement ("Agreement") attached hereto
18
and incorporated herein by reference, consistent with the information contained in the Staff
19
Report accompanying this Resolution and any other documents required to facilitate the transfer
20
of the Property to the Agency on behalf of the City together with such technical and conforming
21
changes as may be recommended by the General Manager of the Municipal Water Department
22
and approved by the City Attorney.
23
The General Manager of the Municipal Water Department is hereby
Section 5.
24
authorized and directed to take all actions set forth in the Agreement on behalf of the City to
close the escrow transaction described therein.
-3-
P:\Agend,u\Rt$oluUoR5\Rciolutlons',l004\04-01-0S Watsoll Clar Amd DDA MCC ihso.duc
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Section 6.
The Mayor and Common Council hereby approve the sale of the Property
to the Agency in accordance with Section 2.65.050 of the Municipal Code and on the terms set
3
forth herein.
4
Section 7.
This Resolution shall take effect upon its adoption and execution in the
5 manner as required by the City Charter.
6 III
7 III
8 III
III
9
III
10
III
It
III
12
III
_13 III
14
III
15
/II
16
/II
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III
18
/II
19
/II
20
III
21
/II
22
III
23
III
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1/1
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.4.
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...
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING THAT CERTAIN
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CITY
OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO RELATING TO PROPERTY
LOCATED AT THE NORTHWEST CORNER OF UNIVERSITY
PARKWAY AND NORTH PARK BOULEVARD IN THE CITY OF SAN
BERNARDINO
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a
meeting thereof, held on the
day of
, 2004, by the following vote to wit:
Council Members:
Aves
Nays
Abstain
Absent
ESTRADA
LONGVILLE
MCGINNIS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
17
Rachel G. Clark, City Clerk
18
The foregoing resolution is hereby approved this
day of
,2004.
19
20
Judith Valles, Mayor
City of San Bernardino
21
Approved as to form and Legal Content:
.~
22
By:
23
24
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IN M arY CF SAN B~RriAROJNO
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PURCHASE AND SALE AGREEMENT
(Parcels Located at Northwest Corner of
University Parkway and Northpark Boulevard)
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into
as of the _ day of , 2004, by and between the Redevelopment Agency of the City
of San Bernardino ("Buyer"), and the City of San Bernardino ("Seller").
RECITALS
(A) The Buyer is a public body corporate and politic organized and validly existing under
the laws of the State of California (the "State"), and the Seller is a municipal corporation organized
and validly existing under the Constitution of the State.
(B) Seller owns certain property located in the City of San Bernardino, County of San
Bernardino more particularly described in Exhibit "A" hereto (the "Property").
(C) Buyer has entered into a certain 2003 Disposition and Development Agreement.
whereby Buyer will convey the Property to 1. R. Watson and Associates Development Co., a
California corporation (the "Developer"). Buyer intends to enter into a Clarification and
Amendment to said Agreement. The Developer intends to develop the Property in phases as
provided in the Disposition and Development Agreement. The Developer will pay a purchase price
for the Property of Three Million Dollars ($3,000,000.00). The Buyer and Seller wish to provide
for a conveyance of the Property from the Seller to the Buyer in order that the Buyer may convey
the Property to the Developer pursuant to the Disposition and Development Agreement.
(D) The Seller and Buyer have duly approved the transactions contcmplated by this
Agrcement by approval of their respective governing bodies and in order to set forth thc terms and
conditions of such purchase and sale, the Buyer and Seller desire to enter into this Agreement.
NOW, THEREFORE. for and in consideration of the foregoing Recitals and the mutual
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follO\\is:
ARTICLE I
PURCHASE AND SALE
Section !.O!. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell. transfer and convey to the Buyer, and the Buyer hereby
agrees to purchase from Seller, all of Seller's right. title and interest in and to the Property, excluding
water rights.
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Section 1.02. Purchase Price. The purchase price for the Property shall be Three
Million Dollars ($3,000,000.00) (the "Purchase Price"). An MAl appraisal of the Property has been
conducted by Smothers Appraisal (the "Appraiser"). According to the report prepared by the
Appraiser. the fair market value of the Property is Three Million Dollars ($3,000,000.00) The
Disposition and Development Agreement provides that the Developer shall pay 80% of the Purchase
Price at the close of escrow thereunder and that the remainder 20% of the Purchase Price shall be
financed by the Buyer hereunder, such financing to be evidenced by a promissory note (thc
"Promissory Note") and secured by a deed of trust creating a lien against all or some portion of the
Property (the "Trust Deed"). All amounts received by the Buyer from the Developer under the
Disposition and Development Agreement for payment of all or any portion of the purchase price
thereunder shall, in turn, be paid by the Buyer to the Seller hereunder. The Seller hereunder shall
be considered a third party beneficiary of the Buyer's rights under the Disposition and Development
Agreement and under the Promissory Note and the Trust Deed.
Section 1.03. Cash at Closing. Eighty percent (80%) of the Purchase Price shall be
paid to Seller in cash at Closing (as defined in Section 3.01 hereof). The remainder of the Purchase
Price shall be paid by the Buyer to the Seller upon receipt by the Buyer of periodic payments
pursuant to the Promissory Note. Upon receipt of payments pursuant to the Promissory Note. the
lluyer shall remit such amounts to the Seller in accordance with instructions received fi'om time to
time from the Seller.
ARTICLE II
TITLE INSURANCE
Section 2.01. Seller's Obligation to Provide Title Insurance. Seller shall deliver to
the Buyer, within ten (10) days after the execution and delivery of this Agreement by both parties
(the "Effective Date"), a preliminary title report for an owner's title policy issued by Chicago Title
Company, together with legible copies of all restrictive covenants. easements and other items listed
as title exceptions therein (each a "Title Defect''). The title policy to be issued to the Buyer pursuant
to this section shall ensure fee simple title to the Buyer in the amount of the Purchase Price. as
adjusted pursuant hereto. subject only to the exceptions shown therein to which the Buyer has agreed
in writing. The Buyer shall have five (5) days after its receipt of the preliminary title report within
which to disapprove any Title Defects shown therein. such approval or disapproval to be within the
Buyer's reasonable discretion. If the Buyer fails to disapprove any particular Title Defect by written
notice delivered to and received by Seller within such time period, then the Buyer shall be deemed
to have approved such title Defect. If the Buyer disapproves any such Title Defect by wTittcnnotice
delivered to and received by Seller within such time period. then the Buyer may terminate this
Agreement unless Seller'(without any obligation to do so) cures the Buyer's objection to such Titk
Defect. Title Defects which the Buyer approves or has been deemed to have approved pursuant to
this Section shall have the option to either (a) extend the Closing by that period of time which is
reasonably required by Seller to satisfy the title requirement or to cure the Title Defecl. or (b)
4849-1109-52962
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terminate this Agreement by written notice to the Buyer in accordance with the notice provisions or
this Agreement.
ARTICLE III
CLOSING
Section 3.01. Closing Through Escrow. Subject to the provIsIons of this
Agreement, the Buyer and Seller shall consummate and close the purchase and sale of the Property
contemplated by this Agreement when all of the conditions of closing for the benefit of the parties
hereto have been satisfied or waived, and when and if all conditions precedent to the close of escrow
under the Disposition and Development Agreement have been satisfied, but in no event later than
twcnty (20) days after Buyer has received a Due Diligence Certificate (as that term is defined in the
Disposition and Development Agreement) from the Developer (the "Closing"). Subject to the
pro\'isions of this Agreement relating to the extension of the Closing, if the Closing does not occur
as a result of the failure of a condition, then the party hereto for whose benefit the condition exists
may terminate this Agreement, in which event the parties hereto shall have no further rights or
obligations pursuant to this Agreement.
The transfer and sale of the Property shall take place through an escrow (the
"Escrow") to be administered by Chicago Title Company or such other eserow or title insurance
company mutually agreed upon by the Buyer and the Seller (the "Escrow Agent"). The Escrow shall
be deemed open upon the receipt by the Escrow Agent of a fully executed copy of this Agreement.
The Escrow Agent shall promptly confinn to the parties the escrow number and the title insurance
order number assigned to the Escrow.
The Buyer and the Seller each agree to execute the customary supplemental
instructions in the form prov"ided by the Escrow Agent to its clients in real property escrow
transactions administered by it.
Section 3.02. Seller's Obligations at Closing. At Closing, Seller shall deli\er to the
Escrow Agent the following documents (all duly executed and acknowledged bv Seller, where
required):
a~ Deed. A quitclaim deed in substantially the form attached to this Agreement
as Exhibit "B", executed by Seller and conveying the Propel1y to the Buyer, subject to no exceptions
other than those agreed to by the Buyer.
b. Title Policv. A commitment by the Title Company to issue an owner's title
policy in CL TA standard fonn, naming the Buyer as the insured in the amount of the Purchase Price,
insuring that the Buyer owns fee simple title to the Property, subject only to such exceptions as are
a"reed to bv the Buver
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Section 3.03. Buver's Obligation at Closing. At Closing, the Buyer shall deliver to
the Seller at least eighty percent (80%) of the Purchase Price in cash or by wire transfer ofreadily
available U.S. funds, together with documentary proof that the Note and the Trust Deed have been
executed and delivered by the Developer.
Section 3.04. Closing Costs. Seller shall pay all closing costs.
1\1 WITNESS WHEREOF, the parties hereto have executed this Purchase and Sale
Agreement as of the date first above written.
"BUYER"
Redevelopment Agency of the
City of San Bernardino
By:
Judith Valles
Chair of the Community
Development Commission
"SELLER"
City of San Bernardino
By:
Judith Valles. Mayor
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EXHIBIT "A"
Legal Description
Parcels], 2, 3, and 4 of Parcel Map No. 16307 recorded as document number 2003-0786277 on
October 17. 2003 in Book 200 of Parcel Maps at Page 70-76 in the Records of San Bernardino
County.
~R4l)-11 09-5206.2
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EXHIBIT ""B"
Quitclaim Deed
.1.'\-19-11 ()()-~2l)6 2
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RECORDING REQUESTED BY
AND WHEN RECORDED
RETURN TO:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 NORTH "E" STREET
SUITE 301
SAl\ BERNARDINO, CALIFORNIA 92401
(Space Above for Recorder's Use)
OUlTCLAIM DEED
4S49-1109-5296.2
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Recording Requested by and
When Recorded Mail to:
Redevelopment Agency
Of the City of San Bernardino
20 I N. E Street. Suite 30 I
San Bernardino, CA 9240 I
For Recorder's Ust: Oil])
QUITCLAIM DEED
Documentary Transfer Tax -0-
FOR A VALUABLE CONSIDERA nON, receipt of which is hereby acknowledged, the City of
San Bernardino, a municipal corporation, hereby REMISES, RELEASES and QUITCLAIMS to
Redevelopment Agency of the City of San Bernardino all that real property situated in the City of
San Bernardino, County of San Bernardino, State of California, described as:
SEE EXHIBIT "A" hereto
Dated:
,2004
City of San Bernardino
Judith Valles, Mayor
(STATE OF CALIFORNIA)
COUNTY OF SAN BERNARDINO)
On befote me,
(here insert nalTIe
and title of the officer), personally appeared
personally known to me (or
proved to me 011 the basis of satisfactory evidence) to
be the person(s) \\'hose name(s) is/are subscribed to the
\\ irhin instrument and ackllO\vledged to me that
heo'she,they executed the same in his/her/their
authorized capaciry(ies), and that by his/her/their
signature(s) on the instrument the pcrson(s), or the
entity upon behalf of which the person(s) acted,
executed the instrument.
(Seal)
WITNESS my hand and ofticial seal.
Signature
..S49-1109-52962
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Exhibit "A"
Legal Description
Parcels 1,2,3, and 4 of Parcel Map No. 16307 recorded as document number 2003-0786277
on October 17, 2003 in Book 200 of Parcel Maps at Page 70-76 in the Records of San
Bernardino County.
-1:\-19.11 09-5~96 2
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ACCEPTANCE
By Resolution No. the Redevelopment Agency of the City of San Bernardino hereby
accepts title to the property described in Exhibit A to this Quitclaim Deed.
Dated:
.2004
Redevelopment Agency of the City of San
Bernardino
Gary Van Osdel
Executive Director
'S'9-II09-;2962
882003.134361
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CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
January 27,2004
TO:
Margaret Parker, Secretary
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution CDC/2004-3
At the Mayor and Common Council meeting of January 20, 2004, the City of San Bernardino
adopted Resolution CDC/2004-3 - Resolution authorizing the Executive Director to execute the
Clarification and Amendment to the 2003 Disposition and Development Agreement by and
between the Redevelopment Agency and J.R. Watson & Associates Development Co., dated June
2, 2003.
Attached is one (I) original agreement. Please obtain signatures in the appropriate location and
return the original agreement to the City Clerk's Office as soon as possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt of the above mentioned documents.
Signed: ~rd4~121
Date:
Please sign and return
-..--- -
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDIN~CE1VrJ__ClT,( CLERK
INTER-OFFICE MEMORANDUM
'04 FEB 23 P 4 :14
TO:
Michelle Taylor, Senior Secretary, City Clerk's Office
..-it\ (lMargaret Parker, Secretary
FROM:
SUBJECT:
Executed Document
DATE:
February 23, 2004
Enclosed is the fully executed Amendment pertaining to the following resolution:
CDC/2004-3
CLARIFICATION AND AMENDMENT TO THE 2003
DISPOSITION AND DEVELOPMENT AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO AND J. R. WATSON & ASSOCIATES
DEVELOPMENT CO., DATED JUNE 2, 2003
Please let me know if you have any questions.
Thank you,
Margaret
Enclosure
cc: Barbara Lindseth (with Original Executed Amendment)
Barbara Sharp (with Copy of Amendment)
Maggie Pacheco (with Copy of Amendment)
Musibau Arogundade (with Copy of Amendment)