HomeMy WebLinkAboutReso 1986-12846. .. ,.
~' ~, I U~FICIAL ~ECORDS
I OE SA~ DIEGO COUNTY, C,
" RESOLUTION NO. 12846
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ENTERING INTO AN AGREEMENT WITH
KIDS UNLIMITED FOR THE FUTURE UNDERGROUNDING
OF OVERHEAD UTILITIES, MODIFYING THE APPROVED
DISPOSITION AND DEVELOPMENT AGREEMENT, AND ~ ~[~ .~/ ~
ACCEPTING THE GRANT OF EASEMENT FROM KIDS
UNLIMITED FOR FUTURE UNDERGROUNDI NG OF
OVERHEAD UTILITIES
The City Council of the City of Chula Vista does hereby
resolve as follows:
~EREAS, in February, 1986, the City Council of the City
of Chula Vista accepted a bid from Kids Unlimited for the
purchase and development of the City-owned property north of
Telegraph Canyon Road and east of Paseo del Rey, and
WHEREAS, the Design Review Committee of the City of
Chula Vista has reviewed and approved the development's site plan
and elevations for the construction of a childcare facility, and
WHEREAS, the Planning Commission of the City of Chula
Vista has issued a Conditional Use Permit to allow the
construction of a childcare facility with a capacity for 144
children, and
WHEREAS, the City Council of the City of Chula Vista on
June 24, 1986 held a public hearing for consideration of a
Disposition and Development Agreement with Kids Unlimited for the
sale and development of said City property, and
WHEREAS, the City Council of the City of Chula Vista on
June 24, 1986 approved a Disposition and Development Agreement
with Kids Unlimited for the sale and development of City property
and approved the Grant Deed for said sale, and
WHEREAS, on July 8, 19876, the City Council of the City
of Chula Vista decided to amend the Disposition and Development
Agreement by not waiving Kids Unlimited's obligation to
underground overhead utilities, and
WHEREAS, on July 8, 1986, the City Council of the City
of Chula Vista directed staff to prepare an agreement for the
undergrounding of existing utilities located in the vicinity of
Paseo del Rey and Telegraph Canyon Road, and
WHEREAS, the City Council of the City of Chula Vista on
July 8, 1986 requested Kids Unlimited to grant the City of Chula
Vista an easement for the undergrounding of the existing overhead
electrical facility.
1716
NOW, THEREFORE, BE 'IT RESOLVED by the City' Council of
· the Gi~'y of Chula Vista as follows:
1. The Mayor of the City of Chula Vista is hereby
authorized to execute the agreement between the City of Chula
Vista and Kids Unlimited to not protest the formation of an
underground district and agreeing to provisions for the
conversion of overhead utilities in accordance with the terms and
conditions of said agreement, attached hereto and incorporated
herein.
2. The City Clerk of the City of Chula Vista is hereby
authorized to record said agreement for conversion of overhead
utilities into the City's escrow account.
3. That the easement and right of way for the
undergrounding of overhead utilities executed by Kids Unlimited,
dated the 9th day of December , 1986, a copy of
which is attached hereto and by this reference made a part hereof
as though fully set forth herein, be, and the same is hereby
accepted by the City of Chula Vista.
4. The City Clerk of the City of Chula Vista is hereby
authorized and directed to record said easement in the office of
the San Diego County recorder.
5. The Mayor of the City of Chula Vista is hereby
authorized to re-execute the revised Disposition and Development
Agreement and Grant Deed with Kids Unlimited for the sale and
development of City property in accordance with the terms and
conditions of said revised Disposition and Development Agreement.
6. The City Clerk of the City of Chula Vista is hereby
authorized to record said revised Disposition and Development
Agteement with the County Recorder of San Diego County.
7. The City Clerk of the City of Chula Vista is
directed to rescind Resolution No. 12551.
P~. ~ Approved as to form by
aul Desf~chers, Directo~ of -
Ann Moore, Deputy City Attorney
Community Development
2291a
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
CHULA VISTA, CALIFORNIA, this.. 16th day of_ December
19 . 86 , by the following vote, to-wit:
AYES: Councilmembers McCandliss, Malcolm, Nader, Moore, Cox
NAYES: Councilmembers None
ABSTAIN: Counci lmembers None
ABSENT: Counci 1 members None
Mayor of ~e ~ity of Chula Vista
City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss.
CITY OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California,
DO HEREBY CERTIFY that the above and foregoing is o full, lrue and correct copy of
RESOLUTION NO. 12846
,and that the same has not been amended or repealed.
DATED ' -~-
~' City Clerk
crlY OF
CHUIA VISTA
CC-660
AGREEMENT BETWEEN THE CITY OF CHULA VISTA AHD
KID UHL]M]TED TO HOT PROTEST THE
FORMAT]OH OF AH UNDERGROUHD DISTRICT
AND ABREE]NG TO PROVISIOHS FOR
CONVERSION OF OVERHEAD UTILITIES
THIS AGREEMEHT, made and entered into this 9th day of December, 1986,
by and between THE CITY OF CHULA ¥]$TA, a municlpal corporation, hereinafter
referred to as "City," and KIDS UHL]MITED, a California Corporation,.
W I TNESSETH
WHEREAS, the City is the current owner of the property at 612 Paseo
Del Rey; and
WHEREAS, said property is anticipated to be conveyed to Kids
Unlimited subject to the terms and conditions set forth in the Disposition and
Development Agreement between the City and Kids Unlimited approved by the City
on June 24, 1986, and revised on December 16, 1986; and
WHEREAS, the City has heretofore approved the request of Kids
Unlimited for a deferral of undergrounding requirements at 612 Paseo Del Rey
in accordance with Chapter 15.32 of the Chula Vista Municipal Code subject to
conditions:
NOW, THEREFORE, IT IS MUTUALLY AGREED by and between the above stated
parties hereto as follows:
1. Kids Unlimited, as the purchaser of the subject property at 612
Paseo Del Rey do hereby agree to waive all rights of protest against the
formation of an undergrounding district or any other similar proceeding to
place the existing overhead utilities underground.
2. Kids Unlimited agrees on their behalf and on the behalf of their
successors in interest to said property described as 612 Paseo Del Rey to
deposit $11,000 at the time a building permit is issued for development as
approved in aforementioned DDA or when an undergrounding district is formed,
whichever occurs first. Said amount shall be presented to the City in the
form of a cashier's check and placed in the City's cash bond account
#400-4001. The City is authorized to use this money for the future
undergrounding of existing overhead, distribution/transmission lines through
said property. The City is further authorized to invest this money at its
discretion and all proceeds shall belong to the City.
3. The City acknowledges that if the $11,000 deposited for the
future undergrounding of existing overhead distribution/transmission lines
exceeds 25% of the total cost to underground said distribution/transmission
lines, Developer will be reimbursed the difference between the 25% and the
$11,ooo.
City agrees that in no event shall Kids Unlimited be obligated
to pay more than $11,000 of the total cost to underground said distribution/
transmission lines.
4. Kids Unlimited further agrees to grant to the City of Chula
Visfa an easement and right-of-way for the purposes of ingress and egress,
installation of utilities, and undergrounding the overhead distribution/
transmission lines which shall include the right to enter upon, to pass and
repass over and along said easement and right-of-way and to deposit tools,
implements and other materials thereon by its City of Chula Vista officers,
agents and employees and by any contractor, his agents and employees engaged
by said City of Chula Vista for the purposes set forth above. Said easement/
right-of-way is described on attached Exhibit 1.
5. After execution of this Agreement, a copy shall be deposited in
the escrow account, opened for conveyance of the subject Property referred to
above, and recorded at the close of said escrow. It is the intent of both the
City and Kids Unlimited that this agreement shall "run with the land" and be
binding upon Kids Unlimited, their heirs, assignees, and/or successors of
interest in said property.
IN WITNESS WHEREOF, the parties hereby have caused this agreement to
be executed the day and year first hereinabove set forth.
THE CITY OF CHULA VISTA KIDS ~IMITED
Mayor, Ci~ ~ Chula ~/ista
ATTEST: ~ ~ . ~ ,
Approved.as to form by
(Attach Notary Acknowledgment)
STATE OF COLORADo
/ 172,0
0n ~ /~, X~& before me, the undersigned,
in and for said State, a Notary Public
personally kno~ to me ~r~JY~appeared ~Barnett
~ =~ [o me on the bas~
evidence to be the person who executed the within instrument a8
o d ' r a resolution Of
he wzthin instrument mu = ..... ~ ~ha=.su[h corporation eX,cut
its board of directors% ~ .... ~ to ~ts Dy-laws o ~d
WITNESS my hand and offi~l~seai. ~'''~,iii .......
S~n expires: /~_~ ~- . ~ .~x~
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E~ RAJxJCHO .DEL R~Y '1 \ /,'
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WORLD
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~ L A
N A C J 0 N
EASEMENT PLAT
LEGAL DESCRIPTION
ALL THAT PORTION OF QUARTER SECTION 68 OF RANCHO DE LA NACION, IN THE CITY OF
CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
A STRIP OF LAND 10 FEET IN WIDTH, LYING 5' ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERLINE; COMMENCING AT THE NORTHWEST CORNER OF SAID QUARTER
SECTION 68; THENCE N 72 12'42"E, ALONG THE SOUTHERLY BOUNDARY OF EL RANCHO DEL
REY UNIT NO. 5, MAP NO. 8723, A DISTANCE OF 659.42 FEET; THENCE S 17 52'35"E,
ALONG THE WESTERLY BOUNDARY OF SAID MAP NO. 8723, A DISTANCE OF 330.23 FEET;
THENCE S 72 13'38"W, 321.62 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 67
53'05"E, 176.47 FEET.
1723
'Aften recordin9 mail to:
City Clerk
City of Chula Vista
276 Fourth Avenue Adopted 6/24/86
Chula Vista, CA 92010 ............. Amended 12/16/86
DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF CHULA VISTA
AND
KIDS UNLIMITED
Adopted by City Council Resolution No. 12551 on 6/24/86
Amended and readopted by City Council Resolution No. 12846 on 12/16/86
~incipal Office: Principal Office:
Community Development Department Kids Unlimited
City of Chula Vista c/o Page, Tucker & Brooks
276 Fourth Avenue ,,. 1280 Bank of America Plaza
Chula Vista, CA 92010 450 "B" Street
(619) 691-5047 San Diego, CA 92101
TABLE OF CONTENTS
ITEM PAGE
Section 1 Recitals Incorporated 1
Section 2 Definitions 1
Section 3 Purpose of Agreement 2
Section 4 Exhibits Incorporated 2
Section 5 Developer Security Payment 2
Section 6 Prohibition Against Change in Ownership 2
or Control of Developer
Section 7 Sale and Purchase of the Site 3
Section 8 Development of the Site 3
Section 9 Escrow 3
Section l0 Form of Deed 4
Section ll Time for and Place for Delivery of Deeds 4
Section 12 Title Insurance 4
Section 13 Taxes and Assessments 4
Section 14 Occupants of Site
Section 15 Condition of the Site 5
Section 16 City Approval of Plans 5
Section 17 Cost of Construction 5
Section 18 Construction Schedule 5
Section 19 Insurance 6
Section 20 Antidiscrimination during Construction 6
Section 21 Compliance with Laws 6
Section 22 City and Other Governmental Agency permits 6
Section 23 City Rights of Access 6
Section 24 Taxes, Assessments, Encumbrances, and Liens 7
Section 25 Prohibition Against Transfer 7
Section 26 Prohibition Against Encumbrances 7
Section 27 Mortgage Holder Not Obligated to Construct 8
Improvements
Section 28 Notice of Default to Mortgage, Deed of Trust, 8
Trustee, or other Security Interest Holders,
Right to Cure Default
Section 29 Failure of Holder to Complete Improvements 9
Section 30 Right of City to Cure Mortgage, Deed of Trust, 10
or Other Security Interest Default
Section 31 Right of City to Satisfy Other Liens on the 10
Property After Title Passes
Section 32 Certificate of Completion lO
Section 33 Maintenance of the Site 11
Section 34 Obligation to Refrain from Discrimination 12
Section 35 Form of Nondiscrimination Clause 12
Section 36 Effect and Duration of Covenants
Section 37 Rights of Access - Public Facilities 13
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TABLE OF CONTENTS (cont'd)
ITEM PAGE
Section 38 Defaults - General 13
Section 39 Legal Actions 14
Section 40 Cumulative Rights and Remedies 14
Section 41 Attorney's Fees 15
Section 42 Right of Reverter 15
Section 43 Notices, Demands, and Communications Between 16
the Parties
Section 44 Nonliability of City Officials and Employees 17
Section 45 Enforced Delay: Extension of Time 17
Section 46 Inspection of Books and Records 17
Section 47 Approvals 17
Section 48 Entire Agreement, Waivers, and Amendments 17
EXHIBITS A - Legal Description B - Schedule of Performance
C - Site Plan and Elevations
D - Easement Description
WPC l148H
1736
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between THE CITY OF CHULA VISTA, a
California municipal corporation, hereinafter referred to as the "CITY", and
KIDS UNLIMITED, a California corporation, hereinafter referred to as the
"DEVELOPER."
Recitals
WHEREAS, the City of Chula Vista has determined that certain real property
described in Exhibit A and owned by the City of Chula Vista is surplus and not
necessary for public use; and
WHEREAS, the City Council of the City of Chula Vista finds that it is in
the interest of the public to sell said property; and
WHEREAS, the City made said property available to the public for purchase
or lease in accordance with and subject to all the terms, covenants, and
conditions of this agreement.
WHEREAS, Kids Unlimited submitted an offer to purchase the subject site in
accordance with the City's Request for Proposal and after careful analysis of
said offer and terms of the proposal determined that it is in the best
interest of the City of Chula Vista and the health, safety and welfare of its
residents in accordance with the public purposes and provisions of applicable
federal, state, and local law and requirements to enter into an agreement with
the developer for the development of the subject property.
NOW, THEREFORE, the CITY and DEVELOPER agree as follows:
Section 1. Recitals Incorporated
The above recitals are incorporated herein as if set out in full.
Section 2. Definitions
Within this Agreement, the following words shall have the meaning set
forth in this section:
{a) "City" shall mean the City of Chula Vista, a California
municipal corporation.
(b) "Developer" shall mean Kids Unlimited, a California corporation.
{c) "Project" shall mean the entire work authorized by the City for
development of the subject site.
Id) "Schedule of Performance" shall mean the agreed upon timetable
for accomplishing the various tasks associated with the development
of the site.
-1-
1727
(e) "Site" shall mean that parcel of land described in attached
Exhibit "A" to be developed by the Developer pursuant to this
agreement.
(f) "Site Plan" shall mean the City approved site plan for the
development of the site by the Developer.
Section 3. Purpose of Agreement
The purpose of this Agreement is to provide for the disposition and
development of the site in the best interests of the City and the health,
safety and welfare of the residents of the City.
Section 4. Exhibits Incorporated
Attached hereto, marked Exhibits A, B, and C respectively, are a
description of the site, a Schedule of Performance, and an approved site plan
and elevations. Said exhibits are incorporated herein as if set out in full.
Changing conditions may require that said Exhibit B be modified from time to
time. Modification to said exhibit may be done by the mutual agreement of the
Developer and the City Manager of the City of Chula Vista, expressed in
writing, without further action by the City Council members. Such modified
Exhibit B shall, upon execution by the Developer and the City Manaqer, be
considered amendments to this Agreement and shall be placed on file w~th the
City Clerk of the City of Chula Vista.
Section 5. Developer Security Payment
Developer shall upon the execution of this Agreement pay to the City
the sum of $5,000.00. Said sum shall be credited to the purchase price of the
site if Developer consummates the purchase of the site from City. In the
event the Developer fails to close escrow as provided herein, said $5,000.00
shall be retained by the City as liquidated damages. Developer and City agree
that the actual damages to the City by the failure of the Developer to
consummate the purchase of the site are impossible to ascertain.
Notwithstanding anything in this Section 5 or any other provision of
this Agreement to the contrary, the parties agree that the obligations of the
Developer under this Agreement are expressly conditioned and are contingent
upon the following:
(a) Approval by the City of a conditional use permit for 144 persons
in favor of the Developer.
(b) Mutual approval by the City and the Developer of the Schedule of
Performance set forth in Exhibit B.
(c) Acquisition by the Developer from the Chula Vista Alliance
Church of an easement acceptable to the Developer to the Church's real
property immediately adjacent to the site. Said easement shall be submitted
to City no later than June 30, 1986.
-2-
1728
If any of the preceding conditions is unsatisfied, the Developer
shall be entitled to rescind this Agreement without penalty upon delivery of
written notice to the City. Upon receipt of the Developer's notice of
recission, the City shall immediately refund said $5,000.00 to the Developer.
Section 6. Prohibition Against Change in Ownership or Control of
Developer
The identity, experience, qualifications, financial capability and
acceptable proposal of the Developer were the sole inducement which caused the
City to enter into this Agreement. No voluntary or involuntary successor in
interest of the Developer shall acquire any rights or powers under this
Agreement except as expressly set forth herein.
Notwithstanding any other provision of this Agreement, the Developer,
upon the approval of the City, may assign this Agreement to a joint venture,
partnership, corporation, or other entity in which more than fifty
percent of the ownership or control is vested in the Developer; provided,
however, that the Developer shall remain fully responsible to the City as
provided in this Agreement with respect to all obligations pertaining to
development of the site.
Except as specifically provided in this Agreement, the Developer
shall not assign all or any part of this Agreement without the prior written
approval of the City.
Section 7. Sale and Purchase of the Site
In accordance with and subject to all the terms, covenants, and
conditions of this Agreement, the City agrees to sell the site to the
Developer and the Developer agrees to purchase the site for the sum of One
Hundred and Sixty-Nine Thousand Dollars ($169,000.00) cash at close of escrow
Ithe "Purchase Price").
Any and all agent and brokerage fees or commissions related to the
purchase of the subject property shall be paid by the Developer.
Section 8. Development of the Site
The site shall be developed in accordance with the requirements of
the City line departments and approved Development Plan attached as Exhibit C
hereto, and as provided in the Schedule of Performance. The grant deed
conveying the site to the Developer shall provide that the Developer shall
develop and construct improvements on the parcel to the full extent and in the
manner set forth in the approved Development Plan and in the manner set forth
in the approved construction plans and drawings and within the times set forth
in the approved Schedule of Performance. In the event that the Developer
shall fail to develop and construct improvements substantially to such extent,
in such manner, and/or within such times, the rights and obligations of the
parties shall be governed by Section 42 of this Agreement.
-3-
Further, the City and the Developer must mutually approve an
agreement for the future undergrounding of the SDG&E distribution/transmission
line currently extending across the subject property on overhead facilities.
Said approval shall be in the form of agreement between the parties and
recorded at the close of escrow for conveyance of the subject property by the
City of Chula Vista to Kids Unlimited.
Section 9. Escrow
The City agrees to open an escrow account for conveyance of the site
{the "Escrow Agent" or "Title Company"). City and Developer shall mutually
agree upon escrow instructions including those set forth in this section to
accomplish the conveyance of the site in accordance with the Schedule of
Performance.
The Developer shall pay one-half of the escrow fees to the Escrow
Agent promptly after the Escrow Agent has notified the Developer of the amount
of such fees, charges, and costs, but not earlier than ten (10) days prior to
the scheduled date for the close of escrow for the site.
The Developer shall also deposit the purchase price for the site with
the Escrow Agent in accordance with the Schedule of Performance.
The City shall pay into escrow, which payment shall be made by
deduction from purchase price, the following fees, charges, and costs promptly
after the Escrow Agent has notified the City of the amount of such fees,
char~es and costs, but not earlier than ten (10) days prior to the scheduled
date for close of escrow for the site.
1. Costs necessary to place the title in the condition for
conveyance required by the provisions of this Agreement;
2. One-half of the escrow fee;
3. Recording fees;
4. Notary fees;
5. The cost of the premium for the title insurance policy to be
paid by the City as set forth in Section 12 of this Agreement;
6. Ad valorem taxes, if any, upon the site or upon this Agreement,
or any rights thereunder prior to the conveyance of title;
7. Any State, County, or City documentary stamps or transfer tax.
Section 10. Form of Deed
The City shall convey to the Developer title in the condition
provided in Section 15 of this Agreement by grant deed in a form to be
mutually agreed upon by the City and the .Developer consistent with this
Agreement.
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., 1730
Section l]. Time for and Place for Delivery of Deed~
Subject to any mutually agreed upon extension of time, the City shall
within ten days after the opening of escrow deposit the grant deed with the
Escrow Agent. The Developer shall deposit into subject escrow account an
agreement for the future undergrounding of existing overhead electrical
facilities inclusive of an easement to the City of Chula Vista as described in
Section 8 of this agreement ten days prior to the close of escrow.
Section 12. Title Insurance
Concurrent with the recordation of the grant deed, the Title Company
shall provide and deliver to the Developer a CLTA title insurance policy,
issued by the Title Company insuring that the title is vested in the Developer
in the condition required by Section 14 of this Agreement, except where
specifically waived by the Developer. The Title Company shall provide a copy
of the insurance policy to the City, and the title insurance policy shall be
in the amount of the purchase price or in such greater amount as the Developer
may specify as hereinafter provided.
If the Developer requires an ALTA title insurance policy, the
Developer shall be responsible for all expenses required for said policy in
excess of the CLTA policy provided by the City.
Section 13. Taxes and Assessments
Ad valorem taxes and assessments, if any, on the site or any portion
thereof, and taxes upon this Agreement or any rights thereunder, levied,
assessed, or imposed for any period commencing prior to conveyance of title,
shall be borne by the City. All ad valorem taxes and assessments levied or
imposed for any period commencing after closing of escrow shall be paid by the
Developer.
Section 14. Occupants of Site
The City warrants and agrees that title to the site shall be conveyed
free of any possession or right of possession except that of Developer, unless
waived by the Developer in writing.
Section 15. Condition of the Site
The site shall be conveyed in an "as is" condition. It shall be the
sole responsibility of the Developer, at the Developer's expense, to
investigate and determine the soil condition thereof and the suitability of
the site for the development to be constructed by the Developer. If the soil
conditions are not in all respects entirely suitable for the use to which the
site will be put, then it is the sole responsibility and obligation of the
Developer to take such action as may be necessary to place the site in all
respects in a condition entirely suitable for the development thereof.
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1731
Section 16. City Approval of Plans
The City shall have the right of reasonable review {including, but
not limited to, land use, architectural review) of all plans, drawings, and
related documents for the development of the site, including any proposed
changes therein in accordance with the requirements of the Municipal Code and
City Council policies. The City shall approve or disapprove such plans,
drawings, and related documents referred to in the Agreement (and any proposed
changes therein) within the times established in the Schedule of Performance.
Any disapproval shall state in writing the reasons for disapproval.
The Developer, upon receipt of a disapproval based upon powers reserved by the
City hereunder, shall use its best logical evolution of previously approved
plans, drawings, and related documents, and shall resubmit such revised
portions to the City as soon as possible after receipt of the notice of
disapproval. The City shall approve or disapprove such revised portions in
the same manner and within the same times as provided in this Section 16 for
approval or disapproval of plans, drawings and related documents {and any
proposed changes therein) initially submitted to the City.
Section 17. Cost of Construction
The cost of developing the site and constructing all improvements
thereon shall be borne entirely by the Developer. The City and the Developer
shall each pay the costs necessary to administer and carry out their
respective responsibilities under this Agreement.
Section 18. Construction Schedule
The Developer shall begin and complete all construction and
development within the times specified in the Schedule of Performance, or
within such reasonable extensions of such times as may be granted by the City.
During the period of construction, the Developer shall submit to the
City written progress reports when and as requested by the City. The reports
shall be in such form and detail as may r~asonably be required by the City,
and shall include a reasonable number of construction photographs lif any)
taken since the last report submitted by the Developer.
Section 19. Insurance
Prior to the commencement of construction of the site, the Developer
shall furnish or cause to be furnished to the City duplicate originals or
appropriate certificates of bodily injury and property damage insurance
policies naming the City as additional insured. The Developer's insurance
policies providing for a $500,000 combined single limit and excess coverage of
not less than $3,000,000 shall be deemed a sufficient amount of insurance for
the purposes of this Section 19. Such insurance shall be kept in force until
the City has issued its Certificate of Completion for the site.
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1732
Section 20. Antidiscrimination During Construction
The Developer for itself and its successors and assigns agrees that
in the construction of the improvements on the site provided for in this
Agreement, the Developer will not discriminate against any employee or
applicant for employment because of sex, race, color, religion, national
origin, or ancestry.
Section 21. Compliance with Laws
The Developer shall carry out the construction of the improvements on
the site in conformity with all applicable laws, including all applicable
federal and state labor standards.
Section 22. City and Other Governmental Agency Permits
Before commencement of construction or development of any buildings,
structures or other work of improvement upon the site, the Developer shall, at
its own expense, secure or cause to be secured, any and all permits which may
be required by the City or any other governmental agency affected by such
construction, development, or work. The City shall provide all proper
assistance to the Developer in securing these permits.
Section 23. City Rights of Access
Representatives of the City shall have the reasonable right of access
to the site without charges or fees, at normal construction hours during the
period of construction for the purposes of this Agreement, including, but not
limited to, the inspection of the work being performed in constructing the
improvements. Such representatives of the City shall be those who are so
identified in writing by the City Manager.
Section 24. Taxes, Assessments, Encumbrances, and Lien~
The Developer shall pay when due all real estate taxes and
assessments assessed and levied on or against the site subsequent to a
conveyance of title. The Developer shall not place or allow to be placed on
the site any mortgage, trust deed, encumbrance or lien unauthorized by this
Agreement. The Developer shall remove or have removed any levy or attachment
made on the site, or shall assure the satisfaction thereof within a reasonable
time but in any event prior to the issuance of a Certificate of Completion by
the City. Nothing herein contained shall be deemed to prohibit the Developer
from contesting the validity or amounts of any tax assessment, encumbrance or
lien, nor to limit the remedies available to the Developer in respect
thereto. The covenants of the Developer set forth in this Section 24 relating
to the placement of any unauthorized mortgage, trust deed, encumbrance, or
lien, shall remain in effect only until a Certificate of Completion of
construction has been furnished with respect to the site or any portion
thereof upon which any mortgage, trust deed, encumbrance, or lien might be
placed.
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Section 25. Prohibition Against Transfer
Prior to the recordation of a Certificate of Completion with respect
to the site, the Developer shall not, except as permitted elsewhere by this
Agreement, assign this Agreement or any right herein, nor make any total or
partial sale, transfer, or conveyance of the whole or any part of the s~te or
the improvements thereon, without prior written approval of the City. This
prohibition shall not apply subsequent to the recordation of such Certificate
of Completion. This prohibition shall not be deemed to prohibit granting any
security interests expressly described in this Agreement for financing the
acquisition and development of the parcels.
In the event that, contrary to the provisions of this Agreement, the
Developer does assign this Agreement or any of the rights herein, or sell,
transfer, or convey, the site or the improvements thereon prior to the
issuance of the Certificate of Completion, the City shall be entitled to
increase the purchase price paid by the Developer for the site by the amount
that the consideration payable for such assignment or transfer is in excess of
the purchase price paid by the Developer, plus the charges and costs related
thereto. The consideration payable for such assignment or transfer to the
extent it is in excess of the amount so authorized, shall belong and be paid
to the City, and, until so paid, the City shall have a lien on the site and
any part involved for such amount.
Section 26. Prohibition Against Encumbrances
Notwithstanding Sections 24 and 25, mortgages, deeds of trust,
conveyances and leases-back, or any other form of conveyance required for any
reasonable method of financing are permitted before issuance of a Certificate
of Completion of the construction of the improvements, but only for the
purpose of securing funds to be used for financing the acquisition of the
site, the construction of improvements on the site, and any other expenditures
necessary and appropriate to develop the site under this Agreement. The
Developer shall notify the City in advance of any mortgage, deed of trust,
conveyances and lease-back, or other form of conveyance for financing if the
Developer proposes to enter into the same before issuance of a Certificate of
Completion of the construction of the improvements on the site. The Developer
shall not enter into any such conveyance for financing without the prior
written aoproval of the City, which approval the City agrees to give if any
such conveyance is given to a responsible financial or lending institution or
other acceptable person or entity. Such lender shall be deemed approved
unless rejected in writing by the City within thirty (30) days after notice
thereof by the City. Such lender approved by the City or pursuant to this
Section 26 shall not be bound by any amendment, implementation or modification
to this Agreement subsequent to its approval without such lender giving its
prior written consent. The City agrees that the terms of this Agreement shall
be amended as may be reasonably required by such lender.
-8-
· .1734
In any event, the Developer shall promptly notify the City of any
mortgage, deed of trust, conveyance, and lease-back, or other financing
conveyance encumbrance or lien, except mechanics liens, that has been created
or attached thereto, prior to completion of the construction of the
improvements on the site whether by voluntary act of the Developer or
otherwise.
The words "mortgage" and "deed of trust" as used herein include all
other appropriate modes of financing real estate acquisition, construction,
and land development.
Section 27. Mortgage Holder Not Obligated to Construct Improvement~
The holder of any mortgage, deed of trust or other security interest
authorized by this Agreement shall in no way be obligated by the provisions of
this Agreement to construct or complete the improvements or to guarantee such
construction or completion; nor shall any covenant or any other provision in
the deed for the site be construed so to obligate such holder. Nothing in
this Agreement shall be deemed to construe, permit, or authorize any such
holder to devote the site to any uses, or to construct any improvements
thereon, other than those uses or improvements provided for or authorized by
this Agreement.
Section 28. Notice of Default to Mortgage, Deed of Trust Trustee
or Other Security Interest Holders; Right to Cur~
Default
Whenever the City shall deliver any notice or demand to the Developer
with respect to any breach or default by the Developer in completion of
construction of the improvements, the City shall at the same time deliver to
each holder of record of any mortgage, deed of trust or other security
interest authorized by this Agreement a copy of such notice or demand. Each
such holder shall (insofar as the rights of the City are concerned) have the
right at its option within ninety (90) days after the receipt of the notice,
to cure or remedy or commence to cure or remedy any such default and to add
the cost thereof to the security interest debt and the lien on its security
interest. If such default shall be a default which can only be remedied or
cured by such holder upon obtaining possession, such holder shall seek to
obtain possession with diligence and continuity through a receiver or
otherwise, and shall remedy or cure such default within ninety (90) days after
obtaining possession; provided that in the case of a default which cannot with
diligence be remedied or cured, or the remedy or cure of which cannot be
commenced, within such 90-day period, such holder shall have such additional
time as reasonably necessary to remedy or cure such default with diligence and
continuity; and provided further that such holder shall not be required to
remedy or cure any non-curable default of the Developer. Nothing contained in
this Agreement shall be deemed to permit or authorize such holder to undertake
or continue the construction or completion of the improvements (beyond the
extent necessary to preserve or protect the improvements or construction
already made) without first having expressly assumed the Developer's
-9-
obligations to the City by written agreement satisfactory to the City. The
holder in that event must agree to complete, in the manner provided in this
Agreement, the improvements to which the lien or title of such holder relates,
and submit evidence satisfactory to the City that it has the qualifications
and financial responsibility necessary to perform such obligations. Any such
holder properly completing such improvements shall be entitled, upon written
request made to the City, to a Certificate of Completion from the City.
Section 29. Failure of Holder to Complete Improvements
In any case where, six months after default by the Developer in the
completion of construction of improvements under this Agreement, the holder of
any mortgage, deed of trust or other security interest creating a lien or
encumbrance upon the site has not exercised the option to construct, or if it
has exercised the option has not proceeded diligently with construction, the
City may purchase the mortgage, deed of trust or other security interest by
payment to the holder of the amount of the unpaid debt, plus any accrued and
unpaid interest. If the ownership of the site has vested in the holder, the
City, if it so desires, shall be entitled to a conveyance from the holder to
the City upon payment to the holder of any amount equal to the sum of the
following:
{a) The unpaid mortgage, deed of trust or other security interest
debt at the time title became vested in the holder {less all
appropriate credits, including those resulting from collection and
application of rentals and other income received during foreclosure
proceedings).
(b) Customary expenses with respect to foreclosure.
{c) The net expenses, if any {exclusive of general overhead),
incurred by the holder as a direct result of the subsequent ownership
or management of the site, such as insurance premiums and real estate
taxes.
{d) The costs of any improvements made by such holder.
(e) An amount equivalent to the interest that would have accrued on
the aggregate of such amounts had all such amounts become part of the
mortgage or deed of trust debt and such debt had continued in
existence to the date of payment by the City.
Section 30. Right of City to Cure Mortgage, Deed of Trust, or
Other Security Interest Default
In the event of a default or breach.by the Developer of a mortgage,
deed of trust or other security interest with respect to the site prior to the
completion of development, and the holder has not exercised its option to
complete the development, the City may cure the default prior to completion of
any foreclosures. In such event the City shall be entitled to reimbursement
-lO-
1736
from the Developer of all costs and expenses incurred by the City in curing
the default. The City shall also be entitled to a lien upon the site (or any
portion thereof) to the extent of such costs and disbursements. Any such lien
shall be subject to mortgages, deeds of trust, or other security instruments
executed for the sole purpose of obtaining funds to purchase and develop the
site as authorized herein.
Section 31. Right of the City to Satisfy Other Liens on th~
Property After Title Passes
After the conveyance of title and prior to the recordation of a
Certificate of Completion for construction and development, and after the
Developer has had a reasonable time to challenge, cure, or satisfy any liens
or encumbrances on the site, the City shall have the right to satisfy any such
liens or encumbrances; provided, however, that nothing in this Agreement shall
require the Developer to pay or make provision for the payment of any tax,
assessment, lien or charge so long as the Developer in good faith shall
contest the validity or amount thereof, and so long as such delay in payment
shall not subject the site {or any portion thereof) to forefeiture or sale.
Section 32. Certificate of Completion
After completion of all construction and development to be completed
by the Developer of the site, the City shall furnish the Developer with a
Certificate of Completion for the site within ten (10) working days of written
request by the Developer. The City shall not withhold any such Certificate of
Completion unless the Developer shall have failed to satisfactorily complete
the construction required by this Agreement in substantial compliance with the
terms hereof and/or the construction drawings and related documents approved
by the City for the development of the site. Such Certificate of Completion
shall be, and shall so state, conclusive determination of satisfactory
completion of the construction required by this Agreement upon each such
parcel within the site, and of full compliance with the terms hereof with
respect to the site. After issuance of such Certificate of Completion, any
party then owning or thereafter purchasing, leasing, or otherwise acquiring
any interest therein shall not (because of such ownership, purchase, lease, or
acquisition), incur any obligation or liability under this Agreement, except
that such party shall be bound by the covenants contained in the deed, lease,
mortgage, deed of trust, contract, or other instrument of transfer in
accordance with the provisions of Sections 33 and 34 of this Agreement.
Neither the City nor any other person, after issuance of a Certificate of
Completion, shall have any rights, remedies or controls that it would
otherwise have or be entitled to exercise under this Agreement as a result of
a default in or breach of any provision of this Agreement, and the respective
rights and obligations of the parties with reference to those set forth in the
deed.
The Certificate of Completion of construction for the improvement and
development of the site shall be in such form as to permit it to be recorded
in the Recorder's Office of San Diego County.
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'I737
If the City refuses or fails to furnish a Certificate of Completion
for the site after written request from the Developer, the City shall, within
ten (10) working days of the written request, provide the Developer with a
written statement of the reasons the City refused or failed to furnish a
Certificate of Completion. The statement shall also contain the City's
opinion of the action the Developer must take to obtain a Certificate of
Completion. If the reason for such refusal is confined to the immediate
availability of specific items or materials for landscaping, the City will
issue its Certificate of Completion upon the posting of a bond by the
Developer with the City in an amount representing a fair value of the work not
yet completed.
Such Certificate of Completion shall not constitute evidence of
compliance with or satisfaction of any obligation of the Developer to any
holder of a mortgage, or any insurer of a mortgage securing money loaned to
finance the improvements, or any part thereof. Such Certificate of Completion
is not notice of completion as referred to in Section 3093 of the California
Civil Code.
Section 33. Maintenance of the Site
The Developer or his successor in interest shall maintain the
improvements and landscaping on the site and shall keep the site free from any
accumulation of debris or waste materials in accordance with the City of Chula
Vista Municipal Code.
Section 34. Obligation to Refrain from Discrimination
The Developer covenants and agrees for itself, its successors, its
assigns and every successor in interest to the Site or any part thereof, there
shall be no discrimination against or segregation of any person, or group of
persons, on account of sex, race, color, creed, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Site nor shall the Developer himself or any person claiming under or
through him establish or permit any such practice or practices of
discrimination of segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees, or
vendees of the site.
Section 35. Form of Nondiscrimination Clause
The Developer, its successors, its assigns and every successor in
interest to the site or any part thereof shall refrain from restricting the
rental, sale, or lease of the property on the basis of sex, race, color,
creed, ancestry or national origin of any person. All such deeds, leases, or
contracts shall contain substantially the following nondiscrimination or
nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of
-12-
, "!735
sex, race, color, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land herein conveyed, nor shall the grantee
itself or any persons claiming under or through it, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees, or
vendees in the land herein conveyed. The foregoing covenants
shall run with the land."
2. In leases: "The lessee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or
through them, and this lease is made and accepted upon and
subject to the following conditions: That there shall be no
discrimination against or segregation of any person or group of
persons, on account of sex, race, color, creed, national origin,
or ancestry, in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the land herein leased nor
shall the lessee itself, or any person claiming under or through
it, establish or permit such practice or practices of
discrimination or segregation with reference to the selection,
location, sublessees, subtenants, or vendees in the land herein
leased."
3. In contracts: "There shall be no discrimination against or
segregation of, any persons, or group of persons on account of
sex, race, color, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee itself or any
person claiming under or through it, establish or permit any
such practice or practices of discrimination, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the land."
Section 36. Effect and Duration of Covenants
The covenants established in this Agreement, shall, without regard to
technical classification and designation, be binding on the Developer and any
successor in interest to the site or any part thereof for the benefit and in
favor of the City, its successors and assigns, and the City. Except as set
forth in the following sentence, the covenants contained in this Agreement
shall remain in effect until a certification of completion is issued for the
approved project, unless this Agreement provides for their earlier or later
termination. The covenants against discrimination, as described in Section 35
hereof, shall remain in perpetuity.
Section 37. Rights of Access - Public Facilities
The City for itself, and for the City and other public agencies, at
their sole risk and expense, reserves the right to enter the site or any part
thereof at all reasonable times and with as little interference as possible,
for the purposes of construction, reconstruction, maintenance, repair or
-13-
1739
service of any public improvements or public facilities located on the site.
Any such entry shall be made only after reasonable notice to the Developer and
the City or other public agency shall indemnify and hold the Developer
harmless from any claims of liabilities pertaining to any entry. Any damage
or injury to the site resulting from such entry shall be promptly repaired at
the sole expense of the public agency responsible for the entry.
Section 38. Defaults - General
Subject to the extension of time set forth in Section 4, failure or
delay by either party to perform any term or provision of this Agreement
constitutes a default under this Agreement. The party who so fails or delays
must immediately commence to cure, correct, or remedy such failure or delay
and shall complete such cure, correction or remedy with reasonable diligence.
The injured party shall give written notice of default to the par~v
in default, specifying the default complained of by the injured party. Except
as required to protect against further damages, and except as other~ise
expressly provided in this Agreement, the injured party may not institute
proceedings against the party in default until 30 days after giving such
notice and the party in default has not commenced to cure, remedy, or correct
the default within said 30-day period. Delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of the default.
Any failures or delays by either party in asserting any of its rights
and remedies as to any default shall not operate as a waiver of any default or
of any such rights or remedies. Delays by either party in asserting any of
its rights and remedies shall not deprive either party of its right to
institute and maintain any actions or proceedings which it may deem necessary
to protect, assert, or enforce any such rights or remedies.
Section 39. Legal Actions
In addition to any other rights or remedies, either party may
institute legal action to cure, correct, or remedy any default, to recover
damages for any default, or to obtain any other remedy consistent with the
purpose of this Agreement. Such legal actions must be instituted in the
Superior Court of the County of San Diego, State of California or in the
United States District Court for the Southern District of California. The
laws of the State of California shall govern the interpretation and
enforcement of this Agreement. In the event that any legal action is
commenced by the Developer against the City, service of process on the City
shall be made by personal service upon the City Manager or in such other
manner as may be provided by law.
In the event that any legal action is commenced by the City against
the Developer, service of process on the Developer shall be made a personal
service upon any partner or member comprising the Developer and shall be valid
whether made within or without the State of California, dr in such manner as
may be provided by law.
-14-
Section 40. Cumulative Rights and Remedies
Except with respect to rights and remedies expressly declared to be
exclusive in this Agreement, the rights and remedies of the parties are
cumulative, and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different
times, of any other rights of remedies for the same default or any other
default by the other party.
Section 41. Attorney's Fees
Should any litigation, including arbitration proceedings, be
commenced between the parties hereto concerning any provision of this
Agreement, or the rights and obligations of either in relation thereto, the
party, City or Developer, prevailing in any such litigation shall be entitled,
in addition to such other relief as may be granted, to a reasonable sum as and
for his attorney's fees in such litigation which shall be determined by the
court in such litigation or in a separate action brought for that purpose.
Section 42. Right of Reverter
The City shall have the right, at its option, to re-enter and take
possession of the site with all improvements thereon and to terminate and
revest in the City the estate conveyed to the Developer, if after conveyance
of title and prior to the recordation of the Certificate of Completion, the
Developer (or its successors in interest) shall:
la) Fail to commence construction of the improvements as required by
the Schedule of Performance for a period of three months after
written notice to proceed from the City, provided that the Developer
shall not have obtained an extension or postponement to which the
Developer may be entitled; or
(b) Abandon or substantially suspend construction of the
improvements for a period of three months after written notice of
such abandonment or suspension from the City, provided that the
Developer shall not have obtained an extension or postponement to
which the Developer may be entitled; or
(c) Assign this Agreement, or any rights herein, or transfer, or
suffer any involuntary transfer of, the site, or any part thereof, in
violation of this Agreement, and such violation shall not be cured
within ninety (90) days after written demand by the City to the
Developer.
The right to re-enter, repossess, terminate, and revest shall be
subject to and be limited by and shall not defeat, render invalid, or limit:
(a) Any mortgage, deed of trust, or other' security interests
permitted by this Agreement.
-15-
!741
(b) Any rights of interests provided in this Agreement for the
protection of the holders of such mortgages, deeds of trust, or other
security interests.
The grant deed to the parcels within the Site shall contain
appropriate reference and provision to give effect to the City's right, as set
forth in this Section 42 under specified circumstances prior to the
recordation of the Certificate of Completion, to re-enter and take possession
of the site, or any part thereof, with all improvements thereon, and to
terminate and revest in the City the estate conveyed to the Developer.
Upon the revesting in the City of title to the site, as provided in
this Section, the City shall, pursuant to its responsibilities under state
law, use its best efforts to resell the site, as soon and in such manner as
the City shall find feasible and consistent with the objectives of such law to
a qualified and responsible party or parties (as determined by the City), who
will assume the obligation of making or completing the improvements, or such
other improvements in their stead, as shall be satisfactory to the City and in
accordance with the uses specified for the site. Upon such resale of the
site, the proceeds thereof shall be applied.
{a) First, to reimburse the City on its own behalf or on behalf of
the City for all costs and expenses incurred by the City, including
but not limited to salaries to personnel engaged in such action in
connection with the recapture, management, and resale of the site,
{but less any income derived by the City from the site, in connection
with such management); all taxes, assessments and water and sewer
charges with respect to the site, any payments made or necessary to
be made to discharge or prevent from attaching or being made any
subsequent encumbrances or liens due to obligations incurred with
respect to the making or completion of the agreed improvements on the
site; any amounts otherwise owing the City by the Developer and its
successor transferree; and
{b) Second, to reimburse the Developer, its successor and
transferree, up to the amount equal to (1) the sum of the purchase
price paid to the City by the Developer for the site {or allocable to
the party thereof); and {2) the costs incurred for the development of
the site, or the improvements thereon.
Any balance remaining after such reimbursements shall be retained by
the City as its property.
Developer agrees that this Section 42 shall not be interpreted to
involve a forfeiture. But that the rights established in this Section 42 are
to be interpreted in light of the fact that the City will convey the site to
the Developer for development as set forth in the approved development plan
and not for speculation in undeveloped land.
-16-
Section 43. Notices, Demands, and Communications Between th~
Parties
Formal notices, demands, and communications between the City and the
Developer shall be sufficiently given if dispatched by registered or certified
mail, postage prepaid, return receipt requested, to the principal offices of
the City and the Developer. Such written notices, demands, and communications
may be sent in the same manner to such other addresses as either party may
from time to time designate by mail as provided in this Section 43.
Section 44. Nonliability of City Officials and Employees
No member, official, or employee of the City acting in such capacity
or within the course and scope of employment shall be personally liable to the
Developer, or any successor in interest in the event of any default or breach
by the City or for any amount which may become due to the Developer or
successor or on any obligations under the terms of this Agreement.
Section 45. Enforced Delay: Extension of Time
In addition to specific provisions of this Agreement, performance by
either party hereunder shall not be deemed to be in default where delays or
defaults are due to war; insurrection; strikes, lock-outs; riots; floods;
earthquakes; fires; casual ties; acts of God; acts of the public enemy;
epidemics; quarantine restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation; unusually severe weather;
inability to secure necessary labor; materials or tools; delays of any
contractor, subcontractor, or supplies; acts of the other party; acts or
failure to act of the City of Chula Vista or any other public or governmental
agency or entity Iother than that act or failure to act of the City or the
City shall not excuse performance by the City) or any other causes beyond the
control or without the fault of the party claiming an extension of time to
perform. Any extension of time for any such cause shall be for the period of
the enforced delay and shall commence to run from the time of the commencement
of the cause, if notice by the party claiming such extension is sent to the
other party within 30 days of the commencement of the cause. Times of
perfnrmance under this Agreement may also be extended in writing by the City
and the Developer.
Section 46. Inspection of Books and Records
The City has the right at all reasonable times to inspect the books
and records of the Developer pertaining to the site as pertinent to the
purposes of this Agreement. The Developer also has the right at all
reasonable times to inspect the books and records of the City pertaining to
the site as pertinent to the purposes of this Agreement.
Section 47. Approvals
Approvals required of the City or the Developer shall be in writing
and not be unreasonably withheld.
-17-
STATE OF COLORADO
COUNTY OF JEFFERSON
On 7~ ~/ /~a{f before me, the undersigned, a Notary Public
in a~d for ~aid Stat , personally appeared Joseph H. Barnett
personally known to me or proved to me on the basis of satisfactory
evidence to be the person who executed the within instrument as the
Vi~ce Pr~d~t of the Corporation that executed the within
instrument and acknowledged to me that such corporation executed
the within instrument pursuant to its by-laws or a resolution of
its board of directors.
WITNESS mv hand ~d off~c~l. ~.~.~
~ ~,~o~*~,,, OFFICIAL SEA[
My co~issi expires: /~- ~ ! ~
CBRT~ICAT~ O~ ACKNONLEDGENBNT
State of CALIFOBNIA
)
CounEy off S~ DIg60 )
On this 19th day of January in the 1987
, year before
me Jennie M. Fulasz, City Clerk
appeared Gre~ory R. Cox personally
personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed this
instrument as Mayor of the City of Chula Vista, California
and acknowledged to me that Municipal Corporation
executed it.
City Clerk
Section 48. Entire Agreement, Waivers, and Amendments
This Agreement shall be executed in five duplicate originals each of
which is deemed to be an original. This Agreement includes 18 pages and 3
attachments. Said agreement, attachments, and any referenced agreements
constitute the entire understanding and agreement of the parties.
This Agreement integrates all of the terms and conditions mentioned
herein or incidental hereto, and supersedes all negotiations or previous
agreements between the parties with respect to all or any part of the site.
None of the terms, covenants, agreements, or conditions set forth in
this Agreement shall be deemed to be merged with the grant deed conveying
title to the site, and this Agreement shall continue in full force and effect
before and after such conveyances until after recordation of a Certificate of
Completion as provided in Section 32.
All waiver of the provisions of this Agreement must be in writing and
signed by the appropriate authorities of the City or the Developer, and all
amendments hereto must be in writing and signed by the appropriate authorities
of the City and the Developer. This Agreement and any provisions hereof may
be amended by mutual written agreement by Developer and the City and such
amendment shall not require the consent of any other fee owner, tenant,
lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a
deed of trust, or any other person or entity having an interest in the site.
DATED: i, 2"L,/~ ~c/~/.- /~7 , V98E
THE CITY OF CHULA VISTA KIDS UNLIMITED
By , ?~. ..... ~
Greg;)~ ~. × BYJose~h HI Barnett, Vice President
Cox, Ma(yor
~omas J. I~a?'ron
City Attor~y ~
O1Y OF
w,Cll , CHUIA V STA
-18-
Exhibit A
Legal Description
Being a portion of the Southeast Quarter of the Northwest Quarter of the
Northwest Quarter of Quarter Section 68 of Rancho de la Nacion in the City of
Chula Vista, in the County of San Diego, State of California, according to Map
thereof No. 166, filed in the Office of the County Recorder of said County on
May ll, 1869, more particularly described as follows:
Beginning at the Northwest corner of said Southeast Quarter; thence North
72'13'36'' East along the northerly line of said Southeast Quarter, a distance
of 329.?1 feet to the Easterly line of said Northwest Quarter of the Northwest
Quarter of Quarter Section 68; thence South 17°52'35" East along said Easterly
line a distance of 248.53 feet; thence North 77°51'51'' West a distance of
102.55 feet to the beginning of a tangent 1490-foot radius curve concave
northeasterly the center of which bears North 12°08'09'' East; thence along the
arc of said 1490-foot radius curve through a central angle of 11°25'49'' a
distance of 297.25 feet; to a point on the Westerly line of said Southeast
Quarter; thence along said Westerly line North 17°52'33'' West a distance of
24.54 feet to the point of Beginning.
Total area 47,998.7 S.F. or 1.lO19 acres.
WPC 2329H
1746
Exhibit B
Schedule of Performance
1. Close of Escrow *30 days from date of Execution of
Disposition and Development Agreement
2. a) Submit construction *30 days from Close of Escrow
drawings to Building and
Housing for building permit
b) Submit grading plan to
Engineering Department for
grading permit
3. Building and grading permit *90 days from submission of
issuance applications to City departments
4. Start grading *lO days from grading permit issuance
5. Start construction *30 days from start of grading
6. Complete construction *240 days from start of construction
*For purposes of this schedule, all days shall be considered calendar days.
WPC 2330H