HomeMy WebLinkAboutItem 1-B Attachment 3 - Proposed 1st Amendment - SNMB, LTDRECORDING 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 SNMB, LTD entered into that certain
Amended and Restated Pre - Annexation Development Agreement ( "Development Agreement ")
as approved by the City of Chula Vista by Ordinance No. 2700, 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 SNMB, LTD 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.
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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:
O
"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 SNMB, LTD
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
7. 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]
M.-Me
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 SSBT LCRE V, LLC,
subdivision of the State of California a Delaware limited liability company
By: By: SSBT LCRE HOLDCO, LLC, a Delaware
Cheryl Cox, Mayor
Attested By:
Donna Norris, City Clerk
APPROVED AS TO FORM:
Glen R. Googins, City Attorney
limited liability company, its sole member
By: STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company,
its sole member
By:
Q. Sophie Yang
Vice President
J: \Attomey\MichaelS h\ LandOfferAgts \DA \JPB- DA- Amendment\DA \S S B TAmendme ntTo SNMB DA- 1 1.4.14 -FINAL. docx
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EXHIBIT LIST
EXHIBIT I AMENDED AND RESTATED PRE - ANNEXATION DEVELOPMENT
AGREEMENT BETWEEN CITY OF CHULA VISTA AND SNMB, LTD
EXHIBIT 2 LEGAL DESCRIPTION AND PLAT
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EXHIBIT 1
AMENDED AND RESTATED PRE - ANNEXATION DEVELOPMENT AGREEMENT
BETWEEN CITY OF CHULA VISTA AND SNMB, LTD.
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EXHIBIT 2
LEGAL DESCRIPTION
PARCEL A: (APN 644- 060 -07)
LOT 43 OF OTAY RANCH, 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 SAID LOT 43 LYING WITHIN THE FOLLOWING
DESCRIBED LAND:
COMMENCING AT THE SOUTHWEST CORNER OF FRACTIONAL SECTION 17, TOWNSHIP 18
SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, IN SAID SAN DIEGO COUNTY,
ACCORDING TO LICENSED SURVEYOR.S MAP THEREOF NO. 275, A PLAT OF WHICH IS FILED IN
THE OFFICE OF THE COUNTY RECORDER NOVEMBER 5, 1936; THENCE ALONG THE SOUTHERLY
LINE OF SAID FRACTIONAL SECTION 17, SOUTH 88 °55.00. EAST, A DISTANCE OF 2,071.03
FEET (2,074.27 PER SAID LICENSED SURVEYOR.S MAP NO. 275) TO A POINT ON THE
WESTERLY BOUNDARY OF SAID OTAY RANCH, SAID POINT BEING ALSO THE TRUE POINT OF
BEGINNING; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 19 100.00. WEST, ALONG SAID
WESTERLY BOUNDARY, A DISTANCE OF 2,893.65 FEET (2,893.04 FEET PER SAID LICENSED
SURVEYOR.S MAP NO. 275) TO THE MOST NORTHERLY NORTHEAST CORNER OF THAT LAND
DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED APRIL 16, 1962 AS
DOCUMENT NO. 64315 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER;
THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY NORTH 19 000.00. WEST, A
DISTANCE OF 741.41 FEET; THENCE LEAVING SAID WESTERLY BOUNDARY, NORTH 74 123.37.
EAST, A DISTANCE OF 3,829.24 FEET; THENCE SOUTH 02 144.38. EAST, A DISTANCE OF
2,922.46 FEET; THENCE SOUTH 59 039.21. WEST, A• DISTANCE OF 3,064.30 FEET TO THE TRUE
POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LOT 43 DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST QUARTER CORNER OF FRACTIONAL SECTION 20, TOWNSHIP 18
SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, AS SHOWN ON OTAY INDUSTRIAL
PARK, MAP NO. 8147, FILED IN THE OFFICE OF THE COUNTY RECORDER; THENCE ALONG THE
EASTERLY LINE OF SAID FRACTIONAL SECTION 20, BEING ALSO THE WESTERLY BOUNDARY
LINE OF SAID OTAY RANCH, NORTH 18 °37.06. WEST 650.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE LEAVING SAID RANCH BOUNDARY NORTH 71 122.54. EAST 55.00 FEET;
THENCE LEAVING SAID RANCH BOUNDARY NORTH 71 022.54. EAST 55.00 FEET; THENCE
NORTH 18 °37.06. WEST, PARALLEL WITH SAID RANCH BOUNDARY LINE 200.00 FEET; THENCE
SOUTH 71 022.54. WEST 55.00 FEET TO SAID RANCH BOUNDARY LINE; THENCE ALONG SAID
LINE SOUTH 18 037.06. EAST 200.00 FEET TO SAID POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THAT PORTION OF SAID. LOT 43 DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WESTERLY RANCH OTAY BOUNDARY DISTANT SOUTH
18 °37.10. EAST 499.12 FEET ALONG SAID OTAY RANCH BOUNDARY FROM THE SOUTHEAST
CORNER OF LOT 17 OF MAP NO. 8147; THENCE LEAVING SAID OTAY RANCH BOUNDARY
EASTERLY ALONG A NON - TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF
157.00 FEET, A RADIAL TO SAID POINT BEARS-NORTH 34 °56.19. WEST; THENCE ALONG SAID
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CURVE THROUGH A CENTRAL ANGLE OF 49 041.39. AN ARC LENGTH OF 136.17 FEET; THENCE
TANGENT TO SAID CURVE SOUTH 75 014.40. EAST 179.58 FEET; THENCE SOUTH 14 145.20.
WEST 62.00 FEET; THENCE NORTH 75 114.40. WEST 45.61 FEET TO THE BEGINNING OF A
TANGENT 95.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE WESTERLY ALONG THE
ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 107 028.43. A LENGTH OF 178.21 FEET
TO A POINT ON THE NORTHERLY LINE OF SAID LOT 44 OF OTAY RANCH; THENCE DEPARTING
THE ARC OF SAID CURVE NON - RADIALLY SOUTH 71 058.08. WEST 9.63 FEET ALONG THE
NORTHERLY LINE OF SAID LOT 44 TO THE EASTERLY LINE OF THAT EASEMENT FOR COUNTY
HIGHWAY RECORDED APRIL 9, 1979 AS DOCUMENT NO. 79- 144675 OF OFFICIAL RECORDS;
THENCE NORTH 18 037.10. WEST 78.39 FEET ALONG THE EASTERLY LINE OF SAID EASEMENT
FOR COUNTY HIGHWAY; THENCE SOUTH 71 122.50. WEST 55.00 FEET ALONG THE NORTHERLY
LINE OF SAID EASEMENT FOR COUNTY HIGHWAY TO A POINT OF INTERSECTION WITH SAID
RANCH BOUNDARY; THENCE ALONG SAID RANCH BOUNDARY NORTH 18 037.10. WEST 119.86
FEET TO THE POINT OF BEGINNING.
PARCEL B: (APN 644- 060 -15)
PARCEL 3 OF PARCEL MAP NO. 19923, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
JANUARY 18, 2006.
PARCEL C: (APN 644 - 060 -19; 645 - 030 -20)
PARCEL 4 OF PARCEL MAP NO. 20264, IN THE CITY. OF CHULA VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
JUNE 1, 2007.
PARCEL A: (APN: 646 - 010- 04 -00)
LOTS 25 AND 26 IN 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 SAID LOT 25 CONVEYED TO THE STATE OF
CALIFORNIA BY DEED RECORDED JUNE 21, 2006 AS DOCUMENT NO. 2006 - 0437364.
PARCEL B: (APN: 644 - 070- 11 -00)
LOTS 23 AND 24 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 SAID LOT 24 CONVEYED BY SAN DIEGO LAND
COMPANY TO THE SOUTHERN CALIFORNIA MOUNTAIN WATER COMPANY, BY DEED DATED
APRIL 11, 1912 RECORDED JUNE 24, 1912 IN BOOK 570, PAGE 113 OF DEEDS, RECORDS OF
SAN DIEGO COUNTY; THE PARCELS OF LAND SO CONVEYED TO SAID WATER COMPANY BEING
THE SOUTH 492.5 FEET OF THE EAST 506 FEET OF LOT 4 OF SAID OTAY RANCHO AND STRIPS
OF LAND VARYING IN WIDTH FROM 100 FEET TO 50 FEET FOLLOWING THE LINE OF THE
RIGHT OF WAY OF THE OTAY -SAN DIEGO PIPE LINE AND THE LINE OF THE RIGHT OF WAY OF
THE OTAY - CORONADO PIPE LINE, AS DESCRIBED IN SAID DEED AND SHOWN ON THE MAPS
WHICH ARE ATTACHED TO AND MADE A PART OF SAID INSTRUMENT, REFERENCE BEING
HEREBY MADE TO THE RECORD OF SAID INSTRUMENT FOR A MORE PARTICULAR
DESCRIPTION OF SAID PARCELS.
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ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LOT 23 LYING WITHIN CHULA VISTA
TRACT NO. 05 -07 MC MILLIN OTAY RANCH VILLAGE 7 A. MAP, ACCORDING TO MAP THEREOF
NO. 15014, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MAY 6, 2005.
FURTHER EXCEPTING THEREFROM THAT PORTION OF SAID LOTS 23 AND 24 CONVEYED TO
THE STATE OF CALIFORNIA BY DEED RECORDED JUNE 21, 2006 AS DOCUMENT NO. 2006-
0437364.
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