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Home My WebLink AboutItem 1-B Attachment 2 - Proposed 1st Amendment - Jewels of Charity/4 TTAC iq N1 �v'T RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF CHULA VISTA 276 Fourth Ave. Chula Vista, CA 91910 Attention: City Clerk (Space Above For Recorder's Use) FIRST AMENDMENT TO RESTATED AND AMENDED PRE - ANNEXATION DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO RESTATED AND AMENDED PRE - ANNEXATION DEVELOPMENT AGREEMENT (First Amendment) is entered into and effective as of 2014, by and between SSBT LCRE V, LLC, a Delaware limited liability company (Owner) and the City of Chula Vista, a political subdivision of the State of California (City). RECITALS A. On or about March 18, 1997, City and Jewels of Charity entered into that certain Amended and Restated Pre - Annexation Development Agreement (Development Agreement), as approved by the City of Chula Vista by Ordinance No. 2701, attached hereto as "Exhibit 1." B. On or about May 20, 2008, City and JJJ &K Investments Two, LLC; OV Three Two LLC; and RR Quarry, LLC (referred to collectively as the "Previous Owners ") entered into that certain Land Offer Agreement (LOA) recorded in the San Diego County Recorder's Office on June 19, 2008, as Document No. 2008 - 0329779 and subsequently amended on or about August 17, 2010, recorded in the San Diego County Recorder's Office on September 1, 2010, as Document No. 2010- 0458263. Owner succeeded Previous Owners to the LOA and subsequently amendment the LOA a third time on or about July 8, 2014, recorded in the San Diego County Recorder's Office on July 29, 2014, as Document No. 2014- 0319703. C. Owner has also succeeded Jewels of Charity as the owner of the property subject to the Development Agreement through various mesne conveyances. D. City and Owner wish to amend the Development Agreement in accordance with the terms and provisions of the LOA and record this First Amendment as set forth in the Legal Description attached hereto as "Exhibit 2." E. Unless otherwise defined herein, capitalized terms as used herein shall have the same meaning as given thereto in the Development Agreement. —32— NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner and City agree as follows: 1. Term. The following language shall be added after the phrase "twenty (20 years" and before the phrase "(the term)" in the fourth sentence of Section 3 of the Development Agreement: "from 2014, the date upon which the City may accept the Offers of Dedication in Sections 3.3 of that certain "Land Offer Agreement" by and between the City and SSBT LCRE V, LLC, a Delaware limited liability company, approved by the City Council on or about July 8, 2014." 2. Tentative Map /Permit Duration. Section 6.2 of the existing Development Agreement, entitled "Length of Validity of Tentative Subdivision Maps," is hereby deleted in its entirety and replaced with the following: "6.2 Tentative Map /Permit Duration." Pursuant to California Government Code section 66452.6, any tentative subdivision map, parcel map or other map authorized by the State Subdivision Map Act that is approved for the Project shall remain valid for a period of time equal to a term of this Agreement. In addition, notwithstanding any condition or provision to the contrary, every permit and approval for the Project other than ministerial approvals shall remain valid for a period of time equal to the term of this Agreement." 3. Growth Management. The second full paragraph of Section 5.2 of the existing Development Agreement, entitled "Development of Property," which begins "Notwithstanding the foregoing," shall be deleted in its entirety and replaced with the following: "Notwithstanding any provision of this Agreement to the contrary, the City's Growth Management program, as set forth in the Growth Management Element of the City General Plan, applicable to the Project shall be those in effect on the date the City approves the Land Offer Agreement referenced in Section 3 hereof " 4. Modifications to Existing Project Approvals. The following sentence of the existing Development Agreement shall be added to the end of Section 5.2.3 of the existing Development Agreement: "The parties agree that they accept the modifications to the Existing Project Approvals approved by the City Council on , 2014." 5. Reimbursement. At the end of the first sentence of Section-7.5 of the existing Development Agreement, entitled "Facilities Which are the Obligations of Another Party, or are of Excessive Size, Capacity, Length or Number," a new sentence shall be inserted as follows: _53_ "City shall not require such monies or improvements unless City provides reasonable assurance of funding or reimbursement in accordance with State law and /or the City's ordinances." 6. Owner. Owner is the successor to the rights and obligations of Jewels of Charity under the Development Agreement. The addresses for notices to Owner in Section 16.3 of the Development Agreement are changed to: SSBT LCRE V, LLC c/o State Street Bank and Trust One Lincoln Street (SFC9) Boston, MA 02111 -2900 Attention: Q. Sophie Yang and Paul J. Selian Facsimile No: (617) 664 -3555 with a copy to: SSBT LCRE V, LLC c/o State Street Bank and Trust One Lincoln Street (SFC9) Boston, MA 02111 -2900 Attention: Al Uluatam, Senior Counsel Facsimile: (617) 664 4747 And a copy to; Bingham McCutchen Three Embarcadero Center San Francisco, CA 94111-4067 Attention: Edward S. Merrill Facsimile: (415) 262 -9228 6. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Development Agreement shall remain unmodified and in full force and effect. [Remainder of page intentionally left blank] _94_ IN WITNESS WHEREOF, this First Amendment to Restated and Amended Pre - Annexation Development Agreement has been executed as of the day and year first above written. CITY OF CHULA VISTA, a political subdivision of the State of California I= Cheryl Cox, Mayor Attested By: Donna Norris, City Clerk APPROVED AS TO FORM: Glen R. Googins, City Attorney SSBT LCRE V, LLC, a Delaware limited liability company By: SSBT LCRE HOLDCO, LLC, a Delaware limited liability company, its sole member By: STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, its sole member C Q. Sophie Yang Vice President J:\ Attorney\ MichaelShTandOfferAgts \DA \JPB -DA- Amendment \DA \SSBTAmendmentToJewelsDA - 1 1.4.14- FINAL.docx EXHIBIT LIST EXHIBIT 1 AMENDED AND RESTATED PRE- ANNEXATION DEVELOPMENT AGREEMENT BETWEEN CITY OF CHULA VISTA AND JEWELS OF CHARITY EXHIBIT 2 LEGAL DESCRIPTION IRM EXHIBIT 1 AMENDED AND RESTATED PRE- ANNEXATION DEVELOPMENT AGREEMENT BETWEEN CITY OF CHULA VISTA AND JEWELS OF CHARITY 101.14 got : m► LEGAL DESCRIPTION PARCEL 1: (644- 080- 17 -00) LOTS 13 AND 14 OF OTAY RANCHO, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 862, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 7, 1900. EXCEPTING THEREFROM THAT PORTION OF LOT 14 OF OTAY RANCHO, CONVEYED BY SAN DIEGO LAND COMPANY TO THE SOUTHERN CALIFORNIA MOUNTAIN WATER COMPANY, BY DEED DATED APRIL 11, 1912 AND RECORDED JUNE 24, 1912 IN BOOK 570, PAGE 113 OF DEEDS. ALSO EXCEPT THEREFROM THAT PORTION OF LOT 13 OF OTAY RANCHO, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 862, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 7, 1900, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 13; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 13 SOUTH 71 057'57" WEST, 1107.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 41 033'34" EAST, 72.14 FEET; THENCE SOUTH 50 013'24" WEST, 315.59 FEET; THENCE SOUTH 42 051'05" WEST, 265.78 FEET; THENCE SOUTH 34 004'54" WEST, 732.68 FEET; THENCE SOUTH 46 025'40" WEST, 495.28 FEET THE A POINT ON THE WESTERLY LINE OF SAID LOT 13; THENCE ALONG SAID WESTERLY LINE NORTH 18 041'15" WEST, 846.72 FEET TO A POINT ON THE SOUTHERLY SIDELINE OF HUNTE PARKWAY DEDICATED PER DOCUMENT RECORDED DECEMBER 28, 2005 AS FILE NO. 2005- 1108989 OF OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY SIDELINE NORTH 48 026'26" EAST, 15.92 FEET; THENCE SOUTH 84 047'30" EAST, 26.23 FEET TO THE BEGINNING OF A NON - TANGENT 2568.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 51 058'33" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00 018'51" A DISTANCE OF 14.09 FEET; THENCE NORTH 42 048'28" EAST, 145.84 FEET TO THE BEGINNING OF A NON- TANGENT 2424.00 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 52 011'32" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00 014'22" A DISTANCE OF 10.13 FEET; THENCE NORTH 05 026'10" EAST, 24.55 FEET; THENCE NORTH 48 026'26" EAST, 108.33 FEET TO A POINT ON SAID NORTHERLY LINE OF LOT 13; THENCE ALONG SAID NORTHERLY LINE NORTH 71 057'57" EAST, 1254.76 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: (644- 090- 03 -00) LOT 15 OF OTAY RANCHO, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 862, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 7, 1900. mf