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Home My WebLink AboutPS1- Economic Development ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REQUEST FOR COMMISSION/COUNCIL ACTION FROM: BARBARA J.LINDSETH SUBJECT: NEW PINE DEVELOPMENT- Director FIRST AMENDMENT DATE: September 29, 1995 ------------------------------------------------------------------------------------------------------------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s): On March 20, 1990,the Agency,the City and CFB Investments,a California limited partnership("CFB")entered into a Joint Development Agreement("JDA")which contemplated the construction of 228 planned apartment units known as the Shadow Hills Development located within the City('Property"). On August 5, 1991,the Agency,the City and CFB entered into an Addendum to the JDA("First Addendum"). (Synopsis Continued to Next Page...) ------------------------------------------------------------------------------------------------------------------------------------------- Recommended Motion(s): (Mayor and Common Council) MOTION A: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO,CALIFORNIA,APPROVING A CERTAIN FIRST AMENDMENT TO SECOND ADDENDUM TO JOINT DEVELOPMENT AGREEMENT BY AND AMONG THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,THE CITY OF SAN BERNARDINO,CFB INVESTMENTS,LTD.,PINE&CONNIFER,L.P.,AND DJS&S PARTNERS (Motion Continued to Next Page...) Administrator BARBARA J.LINDSETH Acting Director ------------------------------------------------------------------------------------------------------------------------------------------- Contact Person(s): Barbara J.Lindseth/Adam Eliason Phone: 5081 Project Area(s): N/A Ward(s): Five(5) Supporting Data Attached: Staff Report,Resolutions;First Amendment FUNDING REQUIREMENTS: Amount: N/A Source: N/A Budget Authority: N/A ------------------------------------------------------------------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------------------------------------------ BJL:ABE:lag:10-02-03.cdc COMMISSION MEETING AGENDA �� `��, ?�l c� MEETING DATE: 10/02/[1995 g,5 J / Agenda Item Number: „I REQUEST FOR COMNIISSION/COUNCIL ACTION New Pine Development -First Amendment September 28, 1995 Page Number-2- ------------------------------------------------------------------------------------------------------------------ Synopsis of Previous Commission/Council/Committee Action(s) Continued: On March 29, 1995 the Agency, the City and CFB entered into a Second Addendum to the JDA ("Second Addendum"), which provides for the construction of New Pine Avenue and a forty-two (42)unit single family residence tract pursuant to Tentative Tract Map No. 15642 by CFB, and the provision of financial assistance by the City and the Agency in connection therewith. Recommended Motion(s) Continued: (Community Development Commission) Motion B: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING A CERTAIN FIRST AMENDMENT TO SECOND ADDENDUM TO JOINT DEVELOPMENT AGREEMENT BY AND AMONG THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE CITY OF SAN BERNARDINO, CFB INVESTMENTS, LTD., PINE& CONNIFER, L.P., AND DJS & S PARTNERS ------------------------------------------------------------------------------------------------------------------ BJL:ABE:lag:10-02-03.cdc COMMISSION MEETING AGENDA MEETING DATE: 10/02/1995 Agenda Item Number: y/ —� ECONuMIC DEVELOPMENT AGENCY STAFF REPORT ------------------------------------------------------------------------------------------------------------------ New Pine Development- First Amendment This report seeks the approval of the Commission/Council for an amendment to the original Joint Development Agreement ("JDA") between the Agency, City and CFB Investments, a California limited partnership ("CFB"). BACKGROUND On March 20, 1990, the Agency, the City and"CFB" entered into a joint development agreement which contemplated the construction of 228 planned apartment units known as the Shadow Hills Development located within the City("Property"). On August 5, 1991, the Agency, the City and "CFB" entered into an Addendum to the"JDA" ("First Addendum"). On March 29, 1995 the Agency, the City and"CFB" entered into a Second Addendum to the I "JDA", which provides for the construction of New Pine Avenue and a forty-two (42)unit single family residence tract pursuant to Tentative Tract Map No. 15642 by"CFB", and the provision of financial assistance by the City and the Agency in connection therewith. IAMENDMENT At this time it is desirable to amend the Second Addendum to the"JDA'. The purpose of the First Amendment is to change the name on the Second Addendum from CFB Investments, a California limited partnership to Pine& Connifer, L.P. and to bring all the involved entities of the project under one partnership and to clear title for construction financing and the formation of the assessment district. Pine& Connifer, L.P. consists of a partnership of"CFB", DJS&S and Empire& Associates. All of the entities of Pine& Conifer, L.P., have been involved and included in the formation of the Second Addendum. There are no new entities, partnerships, or companies that make up the new partnership. DJS&S is on the Second Addendum and owns land within the project and Empire& Associates is the builder component of the partnership. The First Amendment provides for the following: • The assignment or reconveyance of the Bower-Rustic Homes Note and Deed of Trust by the City to "CFB". In 1990 the original"JDA" included a payment of$400,000 for a piece of the"Property" included within this project. The Note and Deed of Trust were held by the City until such time that the project was ready to record the Tract Map. That item x;]l be on the October 16, 1995 agenda. This action is necessary in order that title be cleared for a construction loan and the formation of the assessment district. There will be a new Note and Deed of Trust in the name of Pine& Connifer, L.P., that will be held by the City until such time that assessment district is formed. BJL:ABE:lag:10-02-03.cdc COMMISSION MEETING AGENDA MEETING DATE: 10/02/1995 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY STAFF REPORT New Pine Development -First Amendment September 29, 1995 Page Number- 2 - ------------------------------------------------------------------------------------------------------------------ • The execution of a deed to the"Property" from"CFB" in favor of Pine& Connifer, L.P. The"JDA" requires that"CFB" notify the City any time their property interest is transferred to another entity. • The reconveyance of the DJS&S Deed of Trust to Pine& Connifer, L.P. in consideration for a limited partnership interest in Pine& Connifer, L.P. • The assignment by"CFB" of its rights and obligations under the Second Addendum to Pine& Connifer, L.P. RECOMMENDATION It is recommended that the Commission/Council adopt the Resolution approving the First Amendment to Second Addendum and authorizing and directing the Chairman of the Commission to execute the First Amendment to Second Addendum. BARBARA J. LINDSETH,Acting Director Development Department ------------------------------------------------------------------------------------------------------------------ BJL:ABE:lag:10-02-03.cdc COMMISSION MEETING AGENDA MEETING DATE: 10/02/16995 Agenda Item Number: r"2 I FIRST AMENDMENT TO SECOND ADDENDUM TO JOINT DEVELOPMENT AGREEMENT This FIRST AMENDMENT ("Amendment") to the Second Addendum to Joint Development Agreement dated March 29, 1995 and recorded in the office of the San Bernardino County Recorder on April 11, 1995 as Document No. 95-113040("Second Addendum") is made and entered into as of this day of October, 1995 by and among the CITY OF SAN BERNARDINO ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO COMMUNITY DEVELOPMENT COMMISSION ("Agency"), CFB INVESTMENTS, LTD. ("CFB"), PINE & CONNIFER, L.P. ("P&C"), and DJS&S PARTNERS ("DJS&S"), with reference to the following facts: A. The parties to the Second Addendum are the City, the Agency and CFB. Sara C. Regan ("Regan") is the sole general partner of CFB. The Second Addendum inter alia provides for the construction of a 42 unit single family residence tract pursuant to Tentative Tract Map No. 15642 by CFB, and the provision of financial assistance by the City and the Agency in connection therewith. B. Section 5 of the Second Addendum authorizes CFB to convey title to the property described in Exhibit 1.1 to the Second Addendum ("Property") and to assign its rights and obligations under the Second Addendum to DJS&S, of which Regan is a general partner. C. The City is the legal owner and holder by assignment dated March 20, 1990, of a Promissory Note in the original principal sum of$330,000.00("Bower-Rustic Homes Note") which is secured by a Deed of Trust recorded March 30, 1982, as Instrument No. 82- 061873 ("Bower-Rustic Homes Trust Deed"). Pursuant to the original Joint Development Agreement dated March 20, 1990 ("JDA") all balances due under the Bower-Rustic Homes Note were paid in full, and the Bower-Rustic Homes Trust Deed was retained by the City as security for CFB's obligation to perform under Section 2.4.6 of the JDA. Pursuant to Section 4.8.3 of the Second Addendum, simultaneously with obtaining financing sufficient to guarantee completion of the entire length of New Pine, from Kendall Drive to Irvington Avenue, the City will take whatever action is necessary to remove the Bower-Rustic Homes Trust Deed as a matter of record, inasmuch as a construction loan will not be obtained, and P&C will execute a new Promissory Note and Deed of Trust in favor of the City, which the City will hold as security until the contemplated Acquisition Assessment District ("District") is formed. D. DJS&S is the legal owner and holder of a Promissory Note ("DJS&S Note") in the original sum of $1,885,400.00 and of all other indebtedness secured by a Construction Adjustable Rate Deed of Trust, Assignment of Rents and Security Agreement dated March 24, 1986 made by Clemens, S.L., A California Limited Partnership, Trustor, to Westport - 1 - Guaranty Corporation, a California Corporation, Trustee, and recorded against the Property on April 11, 1986 as Instrument No. 86-093-769, Official Records, in the office of the San Bernardino County Recorder ("DJS&S Trust Deed"). DJS&S hereby acknowledges that the DJS&S Note has been paid in full and that the DJS&S Trust Deed will be reconveyed in consideration for a limited partnership interest in P&C. E. Concurrently with the reconveyance of the Bower-Rustic Homes Trust Deed, CFB will: (i) execute a deed to the Property in favor of P&C; and (ii) assign its rights and obligations under the Second Addendum to P&C, subject to the Agency's approval. The sole general partner of P&C is Empire & Associates, Inc. ("Empire") which has a 49.5% ownership interest therein. The sole limited partners of P&C are DJS&S, which has a 49.5% ownership interest therein, and CFB which has a 1% ownership interest therein. F. The Agency and the City deem it appropriate to approve a transfer of the Property and an assignment of CFB's rights and obligations under the Second Addendum to P&C. THEREFORE, the City, the Agency, CFB, P&C, and DJS&S agree as follows: 1. Section 4.8.3 of the Second Addendum is hereby amended to read as follows: The City acknowledges that the Bower-Rustic Homes Note has been paid in full. Simultaneously with obtaining financing sufficient to guarantee completion of the entire length of New Pine, from Kendall Drive to Irvington Avenue, the City will take whatever action is necessary to remove the Bower-Rustic Homes Trust Deed as a matter of record, and Pine & Connifer, L.P. ("P&C") will execute a new Promissory Note and Deed of Trust in favor of the City, which the City will hold as security until the District is formed. DJS&S Partners, a California general partnership, of which Sara C. Regan is a general partner ("DJS&S"), will deliver to P&C for recordation a reconveyance of the DJS&S Trust Deed. P&C will cause the reconveyance of the DJS&S Trust Deed to be recorded forthwith. 2. Section 5 of the Second Addendum is hereby amended to read as follows: The Effective Date of this Second Addendum is March 29, 1995. On the Effective Date, or at any time thereafter, provided that the action contemplated in Section 4.8.3 above has been completed, CFB may convey title to the Property and assign, by a document satisfactory to counsel for the Agency, its rights and obligations under this Second Addendum to P&C, of which Empire is the sole general partner and DJS&S and CFB are the sole limited partners. CFB hereby represents that it is the sole owner of the Property and that the representatives executing this Second Addendum on CFB's behalf are authorized to do so. 3. Except as expressly amended herein, the terms and conditions of the Second Addendum shall remain in full force and effect. - 2 - IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. ATTEST: CITY OF SAN BERNARDINO Rachel Clark, City Clerk By: Tom Minor, Mayor APPROVED AS TO FORM AND LEGAL CONTENT: By: James Penman, City Attorney ATTEST: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO COMMUNITY DEVELOPMENT COMMISSION: Secretary By: Tom Minor, Chairman APPROVED AS TO FORM AND LEGAL CONTENT: SABO & GREEN, A.P.C. By: Timothy J. Sabo, Agency Counsel CFB INVESTMENTS, LTD. By: Sara C. Regan, Sole General Partner APPROVED AS TO FORM AND LEGAL CONTENT: DONALD J. REGAN, P/C By: Donald J. Regan, President Counsel for CFB Investments, Ltd. PINE & CONNIFER, L.P. By: Empire & Associates, Inc. Sole General Partner By: David R. Willis, President APPROVED AS TO FORM AND LEGAL CONTENT: DONALD J. REGAN, P/C By: Donald J. Regan, Counsel for Pine & Connifer, L.P. �. DJS&S PARTNERS By: J. Jeffrey Kinsell General Partner APPROVED AS TO FORM AND LEGAL CONTENT: DONALD J. REGAN, P/C By: Donald J. Regan, Counsel for DJS&S Partners SBEO/0110B/DOC/11 9/29/95 12:45 ew