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HomeMy WebLinkAboutR32-Economic Development Agency , ' ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Ann Harris, Director SUBJECT: Bus Retention, Recruitment & Revitalization DATE: January 16,2001 0 h j'~, i , w"A L PREMIS PARTNERS DDA -------------.-----.-----------------*---------.--------------------------------------------------------------------------..------------------------------ Svnoosis of Previous Commission/Council/Committee Action(s): On January II, 200 I, the Redevelopment Committee recommended that this item be sent to the Community Development Commission for approval. Recommended Motion(s): (Community Develooment Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.3 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND PREMIS PARTNERS AND CONSENTING TO AN ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT Contact Person(s): Gary Van Osdel/Ann Harris Phone: 663-1044 Project Area(s) Ward(s): Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 LetterlMemo FUNDING REQUIREMENTS Amount: $ Source: SIGNATURE: ~~ Bus Ret, Recruitment & Revitalization Commission/Council Notes: GVO:ABH:lag:O 1-22-0 I Premis Partoers COMMISSION MEETING AGENDA Meeting Date: 01122/2001 Agenda Item Number: ~ 3.2.. .,.,' ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Premis Partners Disposition and Development Al!reement BACKGROUND On May 3rd 1999, the Redevelopment Committee recommended that the Commission consider amendment NO. 2 to the Premis Partners Disposition and Development Agreement (Property located at 5415 North Hallmark Parkway). To allow the Premis Partners to purchase the IS.57 acres of Agency owned property and construct an approximately 200,000 square foot warehouse and distributing facility. The property was sold and the agency received $ 473,500.00 from the proceeds of the sale. On October S, 1997, the Redevelopment Committee recommended that the Commission consider a revision in the sales price of the Property located at 5415 North Hallmark Parkway and amend the Premis Partners Disposition and Development Agreement (DDA) based upon actual costs for flood proofing requirements but not to exceed $333,500. Further that the property be reappraised to include any recent changes in market rental rates and property values. On November 7,1996, the Community Development Commission and the Mayor and Common Council adopted resolutions making findings and authorizing execution of a DDA by and between the Redevelopment Agency and Premis Partners in the Northwest Redevelopment Proj ect Area. . CURRENT ISSUE Premis Partners haye approyal from the Planning Department to construct 200,000 square foot building. Mr. and Mrs. Jabin, own the property just north of this site are purchasing this property at 5415 North Hallmark Parkway from Premis Partners. Premis Partners have requested Amendment No.3. This Amendment will allow the property to be sold and the DDA to be assigned to the new buyer, Mark and Lelia Jabin. Staff has reyiewed the financial of the new buyers and determined that they haye the financial ability to perform and meet the requirements of the DDA. Mr. and Mrs. Jabin own the property directly to the north of this property. RECOMMENDA nON That t ent Commission adopt the attached Resolution. Ann Harris, Director Business Retention, Recruitment & Revitalization -------------.-------------------------.-------------------..---..--------------------..---------------------------------------------------- GVO:ABH:lag:01-22-01 Premis Partners COMMISSION MEETING AGENDA Meeting Date: 01122/2001 Agenda Item Number: R3J.., 1 2 3 4 5 6 RESOLUTION NO. A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO.3 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND PREMIS PARTNERS AND CONSENTING TO AN ASSIGNMENT OF SAID DISPOSITION AND DEVELOPMENT AGREEMENT 7 8 9 10 11 12 13 14 15 16 17 WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission") is the goyerning body of the Redeyelopment Agency of the City of San Bernardino (the "Agency"), a public body corporate and politic, organized and existing pursuant to the Community Redeyelopment Law (California Health and Safety Code Section 33000, et seq.); and WHEREAS, the Agency and Premis Partners, a California limited partnership (the "Developer") previously entered into that certain Disposition and Development Agreement dated Noyember 7,1996, pertaining to the disposition and deyelopment of certain real property located within the State College Redeyelopment Project Area known as the Hallmark Parkway Property and more specifically described in Exhibit "A" hereto (the "Property"); and 18 19 20 21 WHEREAS, pursuant to the Disposition and Development Agreement, the Agency agreed to sell the Property to the Deyeloper to cause the construction thereon of a'1 approximately 200,000 square foot warehousing and distribution facility, as more fully described in the Disposition and Deyelopment Agreement; and 22 23 24 25 26 27 28 WHEREAS, on April 6, 1998, ~ection 2.02 of the above-referenced Disposition and Deyelopment Agreement was amended by Amendment No. I to enable the Deydoper to incur the costs associated with flood control improvements necessary to develop the PropeJ1y as provided in SBEO/000I/DOC/4189 11/14/00400 drh 1 I the Disposition and Development Agreement, by providing that the Purchase Price be reduced by 2 an amount equal to the actual costs of such flood control improvements, but in no event by more 3 than Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500); and 4 5 WHEREAS, on May 17, 1999, the Disposition and Development Agreement was amended 6 by Amendment No.2 (said Disposition and Development Agreement as amended by Amendment 7 No. I and Amendment No.2 being hereinafter referred to as the "DDA") to proyide that the Agency 8 is entitled to receive from the Developer upon the completion of the flood control and water runoff 9 improvements necessary in connection with the deyelopment of the Property ("flood control and 10 water runoffimproyements"), but in no eyent later than May 15,2001, that sum which is equal to II the difference between the actual costs of the flood control and water runoff improyements and 12 Three Hundred Thirty-Three Thousand Fiye Hundred Dollars ($333,500.00), the obligation to pay 13 said sum being secured by a deed of trust on the Property in fayor ofthe Agency ("Deed of Trust"); 14 . and. IS 16 WHEREAS, the Developer at this time desires to sell the Property to Mark and Lelia 17 Jabin (the "Purchaser") and assign the DDA to the Purchaser; and 18 19 WHEREAS, the Deyeloper desires that the DDA be amended to provide for 20 construction of approximately 200,000 square feet of improvements which may include warehousing 21 and distribution facilities, office facilities, research and deyelopment facilities and general 22 commercial and retail facilities consistent with market demand; and 23 24 WHEREAS, the Deyeloper desires to amend the Schedule ofPerfonnance attached 25 to the DDA as Exhibit D to allow for additional time within which the Purchaser may develop the 26 Property; and 27 28 SBEO/0001/DOC/4189 11/14100 400 drh 2 1 WHEREAS, the Agency desires to facilitate deyelopment of the Property by the Purchaser; 2 and 3 4 WHEREAS, in order to facilitate deyelopment of the Property by the Purchaser, the Agency 5 and the Developer desire to further amend the DDA and enter into that certain Amendment No.3 6 to the DDA attached hereto and incorporated herein by this reference as Exhibit "B" (the "Third 7 Amendment"); and 8 9 WHEREAS, the Developer and the Purchaser intend to enter into an Assignment of 10 Disposition and Deyelopment Agreement in the form attached hereto as Exhibit "C" (the 11 "Assignment Agreement"); and 12 13 WHEREAS, Section 1.04 of the DDA proyides that the DDA may not be assigned 14 . without the prior written approval of the Agency; and 15 16 WHEREAS, the Purchaser has presented to the Agency evidence of its qualifications 17 to perform the duties and responsibilities and discharge the obligations imposed upon the Developer 18 under the DDA; and 19 20 WHEREAS, Agency staff has prepared a Consent to Assigrunent of Disposition and 21 Development Agreement, a copy of which is attached hereto as Exhibit "D" (the "Consent to 22 Assignment"). 23 24 25 26 27 28 SBEO/OOOIIDOC/4189 11/14/00400 drh 3 I NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION 2 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 3 BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 4 5 Section 1. The Commission hereby approves the Third Amendment attached 6 hereto as Exhibit "B". 7 8 Section 2. The Executiye Director ofthe Agency is hereby authorized to execute 9 the Third Amendment on behalf of the Agency in substantially the form attached hereto, together 10 with such changes therein as may be approyed by the Executive Director and Agency Special II Counsel. The Executive Director or such other designated representative of the Agency is further 12 authorized to do any and all things and take any and all actions as may be deemed necessary or 13 advisable to effectuate the purposes of the Third Amendment. 14 IS Section 3. The Commission hereby approves the assignment by Premis of all of 16 its right, title and interest in and to the DDA to the Purchaser pursuant to the Assignment Agreement. 17 18 Section 4. The Executiye Director of the Agency is hereby authorized and 19 directed to execute the Consent to Assignment. 20 /II 21 /II 22 /II 23 /II 24 25 26 27 28 SBEO/OOO lIDOC/4 I 89 11/14/00400 drh 4 I A RESOLUTION OFTHE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE EXECUTIVE 2 DIRECTOR OF THE REDEVELOPMENT AGENCY TO EXECUTE AMENDMENT NO. 3 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE 3 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND PREMIS PARTNERS AND CONSENTING TO AN ASSIGNMENT OF SAID DISPOSITION AND 4 DEVELOPMENT AGREEMENT 5 6 7 8 Section 5. This Resolution shall become effective immediately upon its adoption. 9 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 10 Development Commission of the City of San Bernardino at a meeting thereof, II held on the day of ,2001, by the following vote, to wit: 12 13 Commission ESTRADA 14 . LIEN MCGINNIS 15 SCHNETZ SUAREZ 16 ANDERSON McCAMMACK AYES NAYS ABSTAIN ABSENT 17 18 19 20 21 22 Secretary The foregoing Resolution is hereby approved this _ day of ,2001. 23 24 25 By' 26 27 28 SBEO/000IIDOC/4189 11/14/00400 drh 5 Judith Valles, Chairperson Community Deyelopment Commission of the City of San Bernardino I STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss 2 CITY OF SAN BERNARDINO ) 3 I, Secretary of the Community Deyelopment Commission of the City of San Bernardino, DO HEREBY CERTIFY thatthe foregoing and attached 4 copy of Community Development Commission of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. 5 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal 6 of the Community Development Commission of the City of San Bernardino this day of , 2001. 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/O0011OOC/4189 11/14/00400 drh Secretary of the Community Deyelopment Commission of the City of San Bernardino 6 ,. 1 EXHIBIT "A" 2 LEGAL DESCRIPTION OF THE PROPERTY 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 EXlDBIT "A" PARCEL A: THAT PORTION OF BLOCKS 45 AND 46. AND mAT UNNUMBERED LOT ADJOINING BLOCK 46 ON THE WEST OF THE LANDS OF IRVINGTON LAND AND WATER COMPANY. AS PER PLAT RECORDED IN BOOK I. RECORDS OF SURVEY, PAGE 32. RECORDS OF SAID COUNTY; IN BOOK 3 OF MAPS. PAGE 9. RECORDS OF SAID COUNTY; AND SECTIONS 12 AND 13. TOWNSHIP 1 NORTH. RANGE 5 WEST, SAN BERNARDINO BASE AND MERlDIAN; SECTION 18. TOWNSHIP 1 NORTH. RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE EXTEl'l/SION OF THE UNES OF THE OFFICIAL GOVERNMENT SURVEY EXTENDED INTO THE MUSCUPIABE RANCHO, ALL IN THE CITY OF SAN BERNARDINO. COUNTY OF SAN BERNARDINO. STATE OF CAUFORNIA. LYING SOUTHWESTERLY OF THE SOUTHWESTERLY UNE OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED OCTOBER 25, 1955. IN BOOK 3772. PAGE 93, OFACIAL RECORDS, AS INSTRUMENT NO. 55, AS PARCEL .B"; AND NORTHERLY, NORTHEASTERLY AND EASTERLY OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED JULY 27, 1948. IN BOOK 2268, PAGE 146, OFFICIAL RECORDS; AND NORTHERLY AND NORTHWESTERLY OF THAT CERTAIN PARCEL OF LAND, AS CONVEYED TO SAID SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED JULY 27, 1948, IN BOOK 2268. PAGE 142, OFFICIAL RECORDS. TOGETHER WITH THOSE PORTIONS OF OREGON A VENUE, PINE A VENUE. PINE A VENUE AND ORANGE A VENUE ADJOINING PORTIONS OF THE PROPERTY HEREIN DESCRIBED, THAT WERE VACATED AND ABANDONED BY RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SAN BERNARDINO, DATED MAY 27, 1929, ON FILE IN THE SAN BERNARDINO COUNTY ROAD DEPARTMENT WHICH WOULD PASS BY OPERATION OF LAW WITH THE LEGAL CONVEYANCE OF SAID PROPERTY. EXCEPTING THEREFROM ALL THAT PORTION THEREOF SHOWN AS PARCELS 1,2,3 AND 4, AS PER PLAT ATTACHED TO CERTIACATE OF COMPUANCE FOR LOT UNE ADJUSTMENT NO. 94-06, RECORDED DECEMBER 14, 1994, INSTRUMENT NO. 94493165, OFFICIAL RECORDS; REFERENCE BEING MADE HEREIN FOR THE COMPLETE DESCRIPTION AS DESCRIBED IN SAID DOCUME.1I/T. PARCEL B: PARCEL 1. AS PER PLA.T ATTACHED TO CERTIFICATE OF COMPUANCE FOR LOT UNE ADJUSTMENT NO. 94.Q6, RECORDED DECEMBER 14, 1994. INSTRUMENT NO. 94493165, OFFICIAL RECORDS, BEING FURTHER DESCRIBED THE.WN AS FOLLOWS: A PORTION OF SECTION 12. TOWNSHIP 1 NORTH. RANGE 5 WEST, SAN BERNARDINO BASE AND MERIDIAN; AND SECTION 7, TOWNSHIP 1 NORTH. RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ALL IN THE CITY OF SAN BER.lI/ARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFACIAL GOVERNMENT PLAT THEREOF BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF TIlE SOU1'HWES'1'EJU.Y UNE OF THAT CEllTAIN PARCEL OF lAND AS CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 3772. PAGE 93. OFFICIAL RECORDS (INTE:RSTATE 215) AND THE NORTHERLY IJNE OF THAT PARCEL OF lAND CONVEYED TO TIlE SAN BERNARDINO COUNTY FLOOD CONTR.OL DISTRICT BY DEED RECORDED IN BOOK 2268. PAGE 142. OFFICIAL RECORDS (DEVIL CREEK CHANNEL); THENCE NORTH 35 DEG. OJ' 36' WEST, 882.47 FEET ALONG SAID SOU1HWESI'ERLY IJNE OF INTERSTATE 215 TO A POINT TANGENT TO A CURVE CONCAVE TO THE WEST. HA VlNG A RADIUS OF 5909.00 FEET, THROUGH A CENTRAL ANGLE OF 01 DEG. IS' 14', AN ARC DISTANCE OF 129.30 FEET TO THE TRUE. POINT OF BEGINNING FOR THIS DESCRIPTION; TIiENCE FROM SAID TRUE POINT OF BEGINNING ALONG A CURVE CONCAVE TO THE WEST, HA VlNG A RADIUS OF 5909.00 FEET, THROUGH A CENTRAL ANGLE OF 12 DEG. 54' 33', AN ARC DISTANCE OF 1331.35 FEET. MORE OR LESS, TO THE INTERSECTION OF SAID SOU1HWESI'ERLY UNE OF INTERSTATE 215 AND TIlE CENTER UNE OF PINE AVENUE (V ACATEO); TIiENCE ALONG SAID CENTER UNE SOUTH 21 DEG. SO' WEST. 369.87 FEET, MORE . OR lEss, TO A POINT IN THE EASTERLY UNE OF TIlAT PARCEL OF lAND CONVEYED TO THE SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED IN BOOK 2268, PAGE 146, OFFICIAL RECORDS (CABLE CANYON FLOOD CONTROL CHANNEL); THENCE ALONG SAID EASTERLY UNE, SOUTH 32 DEG. 20' 25' EAST, 389.61 FEET. MORE OR LESS, TO APOINTTANGENTTOA CURVE CONCAVE TO TIlE WEST, HAVING A RADIUS OF 2065.00 FEET, THROUGH A CENTRAL ANGLE OF 21 DEG. 30' 33', AN ARC DISTANCE OF 770.67 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 640.00 FEET, tHROUGH A CENTRAL ANGLE OF IS DEG. 41' 17', AN ARC DISTANCE OF 175.24 FEET; THENCE NORTH 23 DEG. 22' 55' EAST, 240.00 FEET; THENCE NORTH 54 DEG. 56' 24" EAST, 390.11 FEET TO CLOSE ON THE TRUE POINT OF BEGINNING. - . .., -0 . I. 'Il 'II .... ~: j: . ,.. ':-0" 5". . ~~ ""... C._' ~-- "0'" Q~o ....- gi!~ .d :::l (J) '0 Q "- <II - o ~ 10'" . ~ -u-: c'" oa: ...J c: o - .01 c. .; ~ " & @ .$""..~r"a .~&= ''1 ,'r" = ~". . ,.~, . '0 / h ,I I r :>- II: 9 ~ '. ----- -~---~. ------ .. . - ------~------- -- . \ @ ~. . . ~~. .-. "" .. . ~... . . .~ " ~ , ~ . . ':... "'I~. "'-I' !l \.~ ~ ...... .:: ~~ -;. ,,~~ ~ ~ ~ '. I I \ ". "1'~: i 1 .!J ... 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G:)- . -'II 'II Dl I -f .' ; ......,. l!ur~ 'It .!! ~ ~ .00 ...5 · r~~() -0 - lc.P .. \0._.. ;. t:J . ,11I11:0 :1: ac~ :JQ 0"'" ')cn~2 ... ~ Ill:; 00 a..o ~::o "'11." :; .!-CD~ "10" OA'" .-. :..CD .0" -00 <eCD'" '. €9 - -- Q- ..~ C1U .." ii-; ~~ ~... :., . .. . ~. . - ~4 . e -. -c: ~ ~ :J (I) ti (,) ... q, - ~ . ClS~ ~~ clli 00: -' c o - 0> c: '- ,. ... - I I " & . " f4 fH .. u~] .!II! AU: ~ ".= joc,: 5 i; v ';11 r t;.! .4'; :! ! Hi ....f t:!u (Q .p- +",~DI"'O ':'~ i!#E . ~"'. o. o n ;; ~ ~ ~ 1 EXHIBIT "B" 2 AMENDMENT NO.3 TO DISPOSmON AND DEVELOPMENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEOIOOO 110004189 \\114100 400 drh 8 AMENDMENT NO 3 TO DISPOSITION AND DEVELOPMENT AGREEMENT This Amendment No.3 is entered into this _ day of ,2001, by and between Redevelopment Agency of the City of San Bernardino ("Agency") and Premis Partners, a California limited partnership ("Developer"), RECIT ALS A. The Agency and the Deyeloper previously entered into that certain Disposition And Deyelopment Agreement dated Noyember 7, 1996 ("DDA"), pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area as more specifically described in the DDA ("Property"); and B, In connection with the execution of the DDA, the Agency agreed to sell the Property to Developer in order to cause the development thereon of approximately 200,000 sq. feet of building improyements, as more fully described in said DDA; and whereas the Agency and the Developer now desire to confirm satisfaction of certain conditions in the DDA and to proyide for additional amendments thereto regarding the development and use of the Property. AMENDMENT AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency in which is hereby acknowledged by the parties, Agency and Developer hereby agree as follows: I. Except as hereby amended, and as previously amended by Amendment No. I and No.2, the DDA is in all respects ratified and confirmed and all the terms and provisions and conditions thereof shall be and remain in full force and effect. 2. Except as otherwise provided herein, all terms not otherwise defined in this Amendment No.3 shall have the same meanings herein as those terms are given in the DDA or the prior amendments. 3. The first paragraph of Section 4.01 ofthe DDA shall be amended to read as follows: "~. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest for the Property, or any part thereof, and upon completion of construction, Developer shall cause to be opened on the Property a project with approximately 200,000 sq. feet of building improyements which may include warehouse and distribution facilities, office facilities, research and development facilities and general commercial and retail facilities consistent with market demand. Developer agrees that at the time of opening, the Project will result in the creation of at least two hundred seventy-five (275) direct jobs and two hundred (200) secondary jobs." 4. The first sentence of the first paragraph of Exhibit "B" shall be replaced by the following sentences: read: I (10) Developer pulls grading permit design reyiew approval of plan The property shall be developed with approximately 200,000 sq. feet of building improvements, which may include warehouse and distribution facilities, office facilities, research and development facilities and general commercial and retail facilities consistent with market demand. Said Project may consist of one or more structures, all as described herein and with a minimum accessed valuation upon completion of Five Million Five Hundred Thousand Dollars ($5,500,000.00). 5. Item (10) of Exhibit D (Schedule of Performance) shall be amended to I within 30 days following ificate of Com letion, if January 31, 2004 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Name: Title: Attest: Agency Secretary APPROVED AS TO FORM AND LEGAL CONTENT: Agency Special Counsel PREMIS PARTNERS, a California limited partnership By: Imprimis, LLC, a Colorado limited liability company, its general partner By: Russ E. Hatle Manager I ALL PURPOSE ACKNOWLEDGMENT State of ) ) County of ) On before me OF OFFICER .E.G" "JANE DOE, NOTARY PUBLIC" personally appeared DATE NAME, TITLE NAME (S) OF SIGNER(S) personally known to me - OR - proved to me on the basis of satisfactory evidence to he the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislber/their authorized capacity(ies), and that by hislber/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person{s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY Y CLAIMED BY SIGNER INDlVIDUAL(S) CORPORATE TITLE(S) PARTNERS ATTORNEY-IN-FACT SUBSCRIBING WITNESS GUARDIAN/CONSERVATOR OTHER: CAPACIT OFFICER{S) TRUSTEE{S) SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) ATTENTION NOTARY: Althou h the infonnation uested below is OmaN it could en! fraudulent attachment of this certifime 10 unauthoriRd document. THIS CERTIFICATE MUS BE A IT ACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Pages Than Named Above Date of Document Number of Signer(s) Other 1 EXHIBIT "C" 2 ASSIGNMENT OF DISPOSmON AND DEVELOPMENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/OOO llDOC/4189 11114/00 400 drh 9 ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is entered into this _ day of ,2001, by and between Premis Partners, a California limited partnership ("Assignor") and Mark and Lelia Jabin ("Assignee"). WHEREAS, the Assignor entered into that certain Disposition and Development Agreement dated Noyember 7, 1996, with the Redeyelopment Agency of the City of San Bernardino (the "Agency") pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area of the City of San Bernardino, California, which real property is legally described in Exhibit "A" attached hereto and by this reference incorporated herein (the "Property"); and WHEREAS, pursuant to the Disposition and Development Agreement, the Agency agreed to sell the Property to the Assignor for a purchase price of Eight Hundred Seven Thousand Dollars ($807,000.00) (the "Purchase Price"); and WHEREAS, on April 6, 1998, the Disposition and Deyelopment Agreement was amended by Amendment No. I to enable the Assignor to incur the costs associated with flood control improvements that needed to be made to develop the Property as provided in the Disposition and Deyelopment Agreement by proyiding that the Purchase Price be reduced by an amount equal to the actual costs of such flood control improvements, but in no event by more than Three Hundred . Thirty-Three Thousand Five Hundred Dollars ($333,500.00); and WHEREAS, on May 17, 1999, the Disposition and Development Agreement was amended by Amendment No.2 to provide that the Agency is entitled to receive from the Assignor upon the completion of the flood control and water runoff improvements necessary in connection with the development of the Property ("flood control and water runoff improvements"), but in no eyent later than May IS, 2001, that sum which is equal to the difference between the actual costs of the flood control and water runoff improvements and Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00), the obligation to pay said sum being secured by a deed of trust on the Property in favor of the Agency ("Deed of Trust"); and WHEREAS, on _,2001, the Disposition and Development Agreement was amended by Amendment No.3 to allow for the construction of approximately 200,000 square feet of improyements which may include warehousing and distribution facilities, office facilities, research and development facilities and general commercial and retail facilities consistent with market demand and to revise and supplement the Schedule of Performance attached to the Disposition and Development Agreement (said Disposition and Development Agreement as amended by Amendment No. I, Amendment No.2 and Amendment No.3 being hereinafter referred to as the "DDA"); and WHEREAS, Assignor at this time intends to sell, and Assignee intends to purchase, the Property; and SBEO/OOOI/DOC/4180 11/14/00500 drh WHEREAS, Assignor desires to assign all of its right, title and interest in and to the DDA to Assignee; and WHEREAS, Assignee is willing to assume the duties, responsibilities and obligations of Assignor under the DDA, including but not limited to completing the flood control and water runoffimproyements, developing the Property as set forth in Article III of the DDA and paying to the Agency upon completion of the flood control and water runoff improvements, but in no event later than May 15,2001, a sum equal to the difference between the actual costs ofthe flood control and water runoff improvements and Three Hundred Thirty-Three Thousand Fiye Hundred Dollars ($333,500.00), NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the DDA. Section 2. Assignee hereby accepts the assignment of Assignor's right, title and interest in and to the DDA. Assignee hereby assumes, and accepts and agrees to perform and discharge, the duties, responsibilities and obligations imposed upon the developer under the DDA, including but not limited to completing the flood control and water runoffimprovements and thereafter developing the Property with approximately two hundred thousand (200,000) square foot of building improvements, which may include warehousing and distribution facilities, research and development facilities and general commercial and retail facilities in accordance with and within the limitations established in the Scope of Deyelopment set forth in Exhibit "B" to the DDA, as amended by Amendment No.3, Section 3. Assignee understands that the Agency is entitled to receiye, upon completion of the flood control and water runoff improvements, but in no eyent later than May 15,2001, the balance of the Purchase Price for the Property, being that sum which is equal to the difference between the actual costs of the flood control and water runoff improvements and Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00). Assignee hereby assumes the obligation to pay to the Agency the balance of the Purchase Price for the Property. Assignee understands and agrees that the Deed of Trust securing the sum due to the Agency shall remain of record and in full force and effect following the purchase of the Property by Assignee. Section 4. This Agreement contains the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Section 5. This Agreement shall be goyemed by the laws of the State ofCalifomia. Section 6. In the event that anyone or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or illegal, the same shall be deemed severable SBEOIOOO IIDOCI4180 11114100 500 drh from the remainder of this Agreement and shall not affect, impair or inyalidate any of the remaining phrases, sentences, clauses, paragraphs or sections contained herein. Section 7. This Agreement may be executed by the parties in counterparts, and when executed by each of the parties, each counterpart shall be deemed to be a part of the same instrument. The parties hereto have caused this Agreement to be executed by their authorized representatives as set forth below. ASSIGNOR Premis Partners, a California limited partnership By: Imprimis LLC, a Colorado limited liability company, its General Partner By: Its Manager ASSIGNEE Mark Jabin Lelia Jabin SBEO/000l/DOC/4180 11/14/00500 drh STATE OF CALIFORNIA ) ) ss COUNTY OF SAN BERNARDINO ) On ,2000,beforeme, ,aNotaryPublicinand for said County and State, personally appeared ,personally known to me (or proved to me on the basis of satisfactory evidence) to be the person (s) whose name (s) (is/are) subscribed to the within instrument, and acknowledged to me that (he/she/they) executed the same in (hislher/their) authorized capacit (-y/-ies), and that by (hislher/their) signature (s) on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public SBEO/OOO I IDOC/4 1 80 11114/00500 drh STATE OF CALIFORNIA ) ) ss COUNTY OF SAN BERNARDINO ) On , 2000, before me, , a Notary Public in and for said County and State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person (s) whose name (s) (is/are) subscribed to the within instrument, and acknowledged to me that (he/she/they) executed the same in (hislher/their) authorized capacit (-y/-ies), and that by (his/her/their) signature (s) on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public SBEO/OOO IIDOC/4180 11114/00500 drh 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/OOO I/DOC/4189 11/14/00 400 drh EXHIBIT "D" CONSENT TO ASSIGNMENT OF DISPOSmON AND DEVELOPMENT AGREEMENT 10 CONSENT TO ASSIGNMENT OF DISPOSITION AND DEVELOPMENT AGREEMENT WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") and Premis Partners, a California limited partnership ("Assignor") entered into that certain Disposition and Development Agreement dated November 7, 1996 pertaining to the disposition and development of certain real property located within the State College Redevelopment Project Area of the City of San Bernardino, California (the "Property"); and WHEREAS, pursuant to the Disposition and Development Agreement, the Agency agreed to sell the Property to the Assignor for a purchase price of Eight Hundred Seven Thousand Dollars ($807,000.00) (the "Purchase Price"); and WHEREAS, on April 6, 1998, the Disposition and Development Agreement was amended by Amendment No. I to enable the Assignor to incur the costs associated with flood control improvements that needed to be made to develop the Property as proyided in the Disposition and Development Agreement by providing that the Purchase Price be reduced by an amount equal to the actual costs of such flood control improvements, but in no event by more than Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00); and WHEREAS, on May 17, 1999, the Disposition and Development Agreement was amended by Amendment No.2 (said Disposition and Development Agreement as amended by Amendment No. I and Amendment No.2 being hereinafter referred to as the "DDA") to provide that the Agency is entitled to receive from the Assignor upon the completion of the flood control and water runoff improvements necessary in connection with the development of the Property ("flood control and waterrunoffimproyements"), but in no event later than May 15,2001, that sum which is equal to the difference between the actual costs of the flood control and water runoff improvements and Three Hundred Thirty-Three Thousand Five Hundred Dollars ($333,500.00), the obligation to pay said sum being secured by a deed of trust on the Property in favor of the Agency ("Deed ofTrust"); and WHEREAS, Assignor at this time intends to sell the Property to [NAME OF PURCHASER] ("Assignee"); and WHEREAS, in connection with the sale of the Property, Assignor desires to assign all of its right, title and interest in and to the DDA to Assignee; and WHEREAS, Assignee is willing to assume the duties, responsibilities and obligations of the Assignor under the DDA, including but not limited to completing the flood control and water runoff improvements, deyeloping the Property as set forth in Article III of the DDA and paying to the Agency upon completion of the flood control and water runoff improyements, but in no event later than May 15, 200 I, the balance of the Purchase Price for the Property, being that sum which SBEO/000I/DOC/4181 11/14/00500 drh is equal to the difference between the actual costs of the flood control and water runoff improvements and Three HW1dred Thirty-Three Thousand Five HW1dred Dollars ($333,500.00); and WHEREAS, Section 1.04 of the DDA provides that the DDA may not be assigned without the prior written approval of the Agency; and WHEREAS, Assignee has presented to the Agency evidence of its qualifications to perform the duties and responsibilities and discharge the obligations imposed upon the developer under the DDA. NOW, THEREFORE, in consideration of the premises, the Agency hereby consents to the assignment by the Assignor of all its right, title and interest in and to the DDA to the Assignee. REDEVELOPMENT AGENCY OF TIlE CI1Y OF SAN BERNARDINO By: . ATTEST: APPROVED AS TO FORM AND LEGAL CONTENT: Agency Special Counsel SBEO/000I/DOC/4181 11/14/00500 drh CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: January 25,2001 TO: Lisa Gomez, Staff Assistant FROM: Michelle Taylor, Senior Secretary RE: Transmitting Documents for Signature - Resolution CDC/200 1-6 At the Mayor and Common Council meeting of January 22, 2001, the City of San Bemardino adopted Resolution CDC/2001-6 - Resolution approving and authorizing Amendment No.3 to the Disposition and Development Agreement between the Redevelopment Agency and Premis Partners, and consenting to an assignment of said Disposition and Development Agreement.. Enclosed is one (1) original agreement. Please obtain signatures where indicated on the agreement and return 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 . t fthe aboye mentioned documents. Signe Date: I-~S- -01 . , CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: March 6, 2001 TO: Lisa Gomez, Staff Assistant FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/200l-6 - Amendment No.3, Premis Partners Our office has not received the signed documents referenced above. If the documents have been signed, please fOIWard them to the City Clerk's Office; otherwise, please advise me of their status. If you have any questions, please call me at ext. 3206. ( r ',.', ** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT ** RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): 1- -Z 2-0 \ Item # e.. 32 Resolution # Vote: Ayes I-~ Nays B- Abstain '1 Change to motion to amend original documents: ('CX:-/7..CDHo I Absent --e- Reso. # On Attachments: Contract term: Null/Void After: Note on Resolution of Attachment stored separately: -==- Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY Date: - See Attached: _ c~CJmt\:. Date Sent to ~yor: \' LA-a \ Date of#r's Signature: I' ~ 5-t)\ Date of Clerkl@..C)ignature: I -;;! 5 -0 I Reso, Log Updated: I/" Seal Impressed: Dat~lLetter Sent for Signature: \ .. <9 5'0 \ 60 Day Reminder Letter Sent on 30th day: 3" '" -() \ 90 Day Reminder Letter Sent on 45th day: See Attacbed: L Date Returned: ~..:)... 0 \ See Attached: .,/ See Attached: Request for Council Action & Staff Report Attached: Yes ./ Updated Prior Resolutions (Other Than Below): Yes Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634): Yes Updated CDC Personnel Folders (5557): Yes Updated Traffic Folders (3985, 8234, 655, 92-389): Yes No By No V' By No ~ By No y' By No"I.. By Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev, Services EDA / Finance MIS Police Poblic Services Water Others: Notes: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: ....!hI.... Date: -4.. 4-0 \