HomeMy WebLinkAboutAttachment 13 - Development Agreement Attachment 9
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RECORDING REQUESTED BY:
City Clerk
WHEN RECORDED MAIL TO:
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
(Above Space for Recorder’s Use)
APNs ___________ and ____________
DEVELOPMENT AGREEMENT FOR OTAY
RANCH TOWN CENTER MIXED- USE PROJECT
THIS DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and
between the CITY OF CHULA VISTA, a chartered California municipal corporation (“City”) and
General Growth Properties (GGP) Otay Ranch L.P. (“Owner”). City and Owner whenever
referenced herein collectively shall be referred to as “Parties” and whenever referenced hereinafter
individually may be referred to as “Party.” The Parties agree as follows:
RECITALS
A. City’s Authority to Enter into Development Agreement. City is authorized under
California Government Code sections 65864 et seq. to enter into binding development agreements
with persons having legal or equitable interests in real property for the purposes of, among other
things, (i) providing certainty as to permitted land uses in the development of such property, and
(ii) ensuring the successful completion of the Freeway Commercial FC-1 South Portion, owned by
GGP Otay Ranch L.P., a 78.29-acre portion of the 120-acre Freeway Commercial FC-1 Sectional
Planning Area Plan.
B. The Property: Owner’s Interest. Owner has a legal or equitable interest or both in
the approximately 16.59-acre site more particularly described in Exhibit A and depicted in
Exhibit B attached hereto (the “Property”). The Property is the subject of this Agreement and is
located within Freeway Commercial FC-1, South Portion of the Freeway Commercial FC-1
Sectional Planning Area Plan. Owner intends that its successors in interest holding fee title to the
Property benefit from and be bound by this Agreement, as more particularly described herein. The
owner intends to develop, improve, build on, sell or lease the Property or portions thereof to
various Builders (as hereinafter defined) who may acquire portions of the Property and the benefits
and burdens under this Agreement.
C. The Project. The Property is being planned as Mixed-Use development that is
intended to provide, over one or more phases, up to 840 residential dwelling units at full build out,
as shown on Exhibit B, while preserving existing retail space, including the demolition of existing
retail space and rebuilding of 37,200 square feet of retail (the “Project”). The Project will also
include various passive and active recreational open space areas distributed throughout the
residential areas to provide recreational opportunities within walking distance of the proposed
residential uses. The Project is located north of Birch Road, east of State Route 125, and west of
Eastlake Parkway.
D. Project Approvals. On _______________ 2024, the City approved a General Plan
Amendment (by Resolution No. 2024-0XX), an amendment to the Otay Ranch General
Development Plan, an amendment to Freeway Commercial FC-1 Sectional Planning Area
(“SPA”) Plan (by Resolution No. 2024- 0XX), a Development Agreement (by Ordinance
No. 2024-XXX, Tentative Map No. 22-0002 (by Resolution No. 2024-0XX), a Rezone (by
Ordinance No 2024-XXX), and other related entitlements for the Project.
E. Compliance with CEQA. In connection with the City’s prior approval of the SPA
Plan, the City certified a Final Environmental Impact Report for the Otay Ranch Freeway
Commercial FC-1 Sectional Planning Area Plan Planning Area 12 (“FEIR”). Prior to the City’s
adoption of the Existing Project Approvals (as hereinafter defined) described above, the City
Council independently reviewed and approved a Fourth Addendum to the FEIR, which concluded
the Project would not result in any new significant environmental effects beyond those previously
analyzed under the FEIR, all in accordance with the provisions of the California Environmental
Quality Act, California Public Resources Code section 21000, et seq. (“CEQA”).
F. City and Owner Acknowledge. City and Owner acknowledge this Agreement will
provide the following benefits:
1. Allow for the development of the Project in phases, as further described
herein.
2. Community Purpose Facility (“CPF”) alternative compliance obligations in
a future CPF Agreement consistent with the Project’s density range, as set forth in Section 4.7 of
this Agreement.
3. Provide for timing of park acreage and in lieu park fees on a sliding scale
consistent with the Project’s density range, as set forth in Section 4.8 of this Agreement.
4. Provide for a public benefit contribution to be paid to the City by Owner for
each residential dwelling unit developed, as set forth in Section 4.13 of this Agreement.
5. Provide Owner with assurances regarding the Existing Project Approvals
and regulations that will be applicable to the development of the Project consistent with the
existing land use regulations and the Existing Project Approvals; and
G. The Parties agree that the covenants, promises and other material requirements of
this Agreement constitute adequate consideration that is fair, just, mutual, equitable and
reasonable.
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H. Planning Commission. On ________, 2024, City’s Planning Commission held a
duly noticed public hearing on this Agreement and at the conclusion of the hearing recommended
________ of the Project and this agreement.
I. City Council Approval. On _________, 2024 the City Council held a duly noticed
public hearing on this Agreement, at the conclusion of which the Council introduced and
conducted the first reading of the ordinance _____________ the Agreement, and subsequently,
on _____________, adopted Ordinance No. XXX _________ the Agreement. As part of its initial
hearing, the City Council considered and approved the environmental documentation for this
Agreement as being in compliance with the California Environmental Quality Act.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, City and Owner hereby agree as follows:
ARTICLE 1
DEFINITIONS
In this Agreement, unless the context otherwise requires, the following terms shall mean:
“Applicable Law” means laws, rules, regulations and official policies of City (including
General Plan policies, Administrative codes, ordinances, resolutions and other local laws,
regulations, and policies of City) in force and effect on the Effective Date.
“City Council” means the Chula Vista City Council.
“City Laws” means any new rules, laws, regulations, policies, ordinances, resolutions and
standards adopted by the City after the Effective Date of this Agreement that can be applied to
decisions on Future Project Approvals or amendments to Existing Project Approvals as provided
for herein.
“Builder” means the entity, person or persons to whom Owner will sell, lease or convey
or has sold, leased or conveyed the Property or portions thereof, for purposes of its improvement
for residential, commercial, industrial or other uses.
“CEQA” means the California Environmental Quality Act, California Public Resources
Code sections 21000, et seq and State CEQA Guidelines, Title 14 of the California Code of
Regulations, section 15000 et seq.
“City” means the City of Chula Vista, in the State of California.
“City Manager” means the City Manager of the City or their designee.
“Permit Application” means an application that demonstrates a good faith attempt to
provide the information required by the City’s Development Services Department including a
Submittal Checklist, Grading Permit, or Building Permit, as the case may be, along with full
payment of the applicable fees due at the time of such submission pursuant to the Tentative Tract
Map Conditions of Approval and/or the City’s Master Fee Schedule. The City in its discretion
will determine when a Permit Application is complete pursuant to applicable Checklist
requirements, including after review(s) by City Departments.
“Density per Acre” means the number of residential units per net acre of residentially
zoned land that excludes any land area used for interior roads, easements, sidewalks, public parks
or other areas open to the general public on such residentially zoned land.
“Development” means the construction, reconstruction, conversion, structural alteration,
relocation, maintenance or enlargement of any structure; any mining, excavation, grading,
landfill, or land disturbance; the construction of roadways, water and sewer infrastructure and
other infrastructure improvements directly related to the Project whether located within or outside
the Property; the installation of landscaping and other facilities and improvements necessary or
appropriate for the Project; and any use or extension of the use of land.
“Development Impact Fee” or “DIF” means assessment, fee, charge or dedication
imposed upon development within the City pursuant to a Development Impact Fee Program or
equivalent program, adopted in accordance with the requirements of State law.
“Effective Date” means the first date on which all of the following are true: (a) the Owner
has signed the Agreement and returned the signed Agreement to the City; (b) the City Council
has adopted Ordinance No.-------, approving the Agreement, said ordinance has become effective
and the statute of limitations for a timely challenge to said ordinance has expired or any timely
challenge or suit to such ordinance has been resolved to the satisfaction of the City and Owner;
and (c) the City has executed the Agreement.
“Existing Project Approvals” means the entitlements for the Project described in Recitals
above, and in particular the following: (i) amendment to the General Plan, (ii) amendment to the
Otay Ranch General Development Plan (iii) an amendment to Freeway Commercial FC-1, South
portion, SPA, (iv) the rezone of the Property, (v) Tentative Map No. 22-0002, (vi) all associated
documents that have been attached and made a part thereof, such as the PFFP, defined below,
and (vii) the Fourth Addendum to the FEIR, all as may be amended from time to time consistent
with this Agreement. Such Existing Project Approvals address, among other items, the maximum
height and size of all Project structures or buildings.
“Final Map(s)” means any final subdivision map for all or any portion of the Property
upon which the Project is located. The City and Owner acknowledge that, in order to facilitate
development of the Project, the Final Map(s) may need slight modifications to the numbered and
lettered lot boundaries depicted on the Tentative Tract Map, provided that the total development
footprint for the Project shall not change. The City and Owner further acknowledge that Private
Street A may need to shift north or south to facilitate Project development. Should that occur, the
northern termination of Vista Miguel Road and Agua Verde Avenue shown on the Tentative Tract
Map may also shift north or south. Should the Final Map include any modifications to these
identified streets, it must still provide for a private road connecting Vista Miguel Avenue to Agua
Verde Avenue and the new extension of Towne Center Drive. Any modifications to the Final
Map(s) shall substantially comply and conform with the Tentative Tract Map, as well as must
meet and comply with the applicable conditions and requirements of the Subdivision Map Act
(CA Government Code sections 66410-66499.37), and City ordinances and regulation in effect
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when the Tentative Tract Map was approved. Further, no provisions or term of this Agreement
shall prevent the City from requiring or imposing an improvement agreement or improvement
security for the Final Map(s) as allowed or permitted by the Subdivision Map Act.
“Future Project Approvals” means all discretionary and ministerial permits and approvals
requested by the Owner and approved by the City after the Effective Date of this Agreement,
including, but not limited to: (i) grading permits; (ii) site plan reviews; (iii) design guidelines
review; (iv) subdivisions of the Property, or re-subdivisions of the Property; (v) conditional use
permits; (vi) variances; (vii) encroachment permits; (viii) rezoning’s; and (ix) all other reviews,
permits, and approvals of any type which may be required from time to time to authorize public
or private on- or off-site development which is a part of the Project.
“Legal Description” mean the legal description of the Property shown in Exhibit A.
“Multi-Family Unit” means an attached residential unit that may be a for-sale or for-rent
residential housing product.
“Owner” means the person, persons, or entity having a fee interest in the Property, or parts
thereof, and includes Owner’s successors-in-interest and “Builder” as defined herein.
“Park Benefit Fee” means the Parkland Acquisition and Development (“PAD”) Fees, at
the rate in effect at the time of building permit issuance.
“Park Improvements” means the improvements per the City’s approved park construction
documents.
“Park Lot” means the lettered lots (Lots E, F, G and H) designated for future park acreage
consistent with this document and Tentative Map No. TM22-0002.
“Park Master Plan” means the Master Plan as defined in the City of Chula Vista
Landscape Manual.
“Parkland usable acres” means an area of parkland excluding slopes greater than 4:1
gradient.
“PFFP” means the Public Facilities Financing Plan for the Project, adopted as a part of
the Project.
“Phase 1 Residential Development” means, subject to Section 3.10.1 of this Agreement
below, the first phase of development of the Project that permits the construction of residential
dwelling units, and that, if undertaken, would result in the construction of no less than 100
residential dwelling units, at a minimum density of 20 units per acre. As depicted on Exhibit B,
such Phase 1 Residential Development is initially intended to be located on Lots 3, 4, 6, 9 and a
portion of Private Street A and Agua Verde Avenue, albeit the exact lots and lot lines may be
adjusted on the Final Map if consistent with or permitted by the Subdivision Map Act. The
Phase 1 Residential Development shall also include the extension of Town Center Drive, along
with the construction of two north-south private roads (all as indicated on the Tentative Tract
Map with configuration and exact location subject to minor modifications while providing for the
same circulation). The Phase 1 Residential Development shall require design review and/or a
Tentative Tract Map, which the City agrees to simultaneously review and process at the same
time it processes the Final Map for such phase, in order to avoid any undue delay in the processing
thereof or the development of such phase. Further, Owner shall submit to the City a complete
and accurate Permit Application(s) for a grading permit(s) for the entire Phase 1 Residential
Development, receive grading permits from the City, and begin grading for the Phase 1
Residential Development, within the time of the Initial Term of this Agreement identified in
Section 2.1 of this Agreement below, or the failure for Owner to do so is subject to Section 3.10.1
of this Agreement below. Further, no later than the end of the time or term of the First Extension
identified and discussed in Section 2.2 of this Agreement below, all Permit Applications for
building permits for all Phase 1 Residential Development shall be submitted by Owner to the
City, and the City shall have issued all such building permits, or failure to do so is subject to
Section 3.10.1 of this Agreement below. Further, no later than the end of the time or term of the
Second Extension identified and discussed in Section 2.2 of this Agreement below, subject to
extension for force majeure, Owner shall have completed vertical construction and obtained
issuance of Certificates of Occupancy by the City for the entire Phase 1 Residential Development,
or failure to do so is subject to the provisions contained in the last three (3) sentences of
Section 3.10.1 of this Agreement below.
“Phase 2 Residential Development” means, subject to Section 3.10.2 of this Agreement
below, the second phase of development of the Project that permits the construction of residential
dwelling units, and that, if undertaken, together with the Phase 1 Residential Development would
collectively result in the cumulative construction of no less than 435 residential dwelling units.
In the event the Phase 1 Residential Development includes only 100 units residential dwelling
units, then the Phase 2 Residential Development shall have a minimum density of 80 units per
acre. In the event the Phase 1 Residential Development includes more than 100 residential
dwelling units, then the Phase 2 Residential Development shall have no minimum density
requirement, so long as the full build out of the Phase 2 Residential Development collectively
results in at least 435 total residential dwelling units between the Phase 1 Residential
Development and the Phase 2 Residential Development. As depicted on Exhibit B, such Phase 2
Residential Development is initially intended to be located on Lots 1, 2, 5, H and portion of
Private Street A and Vista Miguel Road, provided that the exact lots and lot lines may be adjusted
on the Final Map if consistent with or permitted by the Subdivision Map Act.
The Phase 2 Residential Development shall require design review and/or a Tentative
Tract Map, which the City agrees to simultaneously review and process at the same time it
processes the Final Map for such phase, in order to avoid any undue delay in the processing
thereof or the development of such phase. Further, Owner shall submit to the City a complete and
accurate Permit Application(s) for a grading permit(s) for the entire Phase 2 Residential
Development, and obtain all grading permits to be issued by the City for all Phase 2 Residential
development within the time of First Extension Term identified in Section 2.2 of this Agreement
below, or the failure for Owner to do so is subject to Section 3.10.2 of this Agreement below.
Further, no later than the end of the time or term of the Second Extension identified and discussed
in Section 2.2 of this Agreement below, all Permit Applications for building permits for all
Phase 2 Residential Development shall be submitted by Owner to the City, the City shall have
issued all such building permits, and vertical construction for the Phase 2 Residential
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Development shall have started or failure to do so is subject to Section 3.10.2 of this Agreement
below.
“Phase 3 Residential Development” means, subject to Section 3.10.3 of this Agreement
below, the third phase of development of the Project that permits the construction of residential
dwelling units, and that, if undertaken, together with the Phase 1 Residential Development and
the Phase 2 Residential Development, would collectively result in the cumulative construction of
840 residential dwelling units. In the event the first two phases together only include 435
residential dwelling units, the Phase 3 Residential Development shall have a minimum density of
80 units per acre. In the event the Phase 1 Residential Development and Phase 2 Residential
Development phases together include more than 435 residential dwelling units, then the Phase 3
Residential Development shall have no minimum density requirement, so long as full build out
collectively results in a total of 840 units between the three phases. As depicted on Exhibit B,
such Phase 3 Residential Development generally is initially intended to be located on Lots 7 and
8. The complete Permit Application for grading and building permits for the entire Phase 3
Residential Development must be submitted to the City by Owner, and any required design
review and/or a Tentative Tract Map approvals, which the City agrees to simultaneously review
and process at the same time it processes the Final Map for such phase, must be issued, and all
grading permits and building permits for the entire Phase 3 Residential Development must also
be issued by the City within the time of the Second Extension discussed in Section 2.2 of this
Agreement below, unless such time for submittal is extended at the discretion of the City Council
or Lots 7 and 8 shall revert to Freeway Commercial (“FC”) zone as discussed in Section 3.10.3
of this Agreement below, in addition to other applicable remedies or results discussed in this
Agreement.
“Planning Commission” means the Planning Commission of the City of Chula Vista.
“Project” means the Development of the approximately 16.59-acre Property in one or
more phases and all related private and public improvements on and off the Property as provided
for in the Existing Project Approvals and as may be authorized by the City in Future Project
Approvals.
“Project Improvements and Infrastructure” means private improvements and facilities
(located on and off the Property) constructed to serve the Project as described in the Existing
Project Approvals or as may be imposed, pursuant to the terms of this Agreement, as part of
Future Project Approvals.
“Property” means the approximately 16.59-acre real property depicted on Exhibit “B.”
The Property is located within the approximately 73.28 acre Otay Ranch Town Center mall
(“Mall Property”).
“Public Benefit Contribution” means a per unit fee payable to the City for each residential
unit constructed for the project.
“Tentative Tract Map” means the Tentative Tract Map for the Project as shown on
Exhibit C.
“Term” of this Agreement means the period defined in Article 2, below.
ARTICLE 2
TERM
2.1 Term. This Agreement shall become effective as to the Property upon the Effective
Date and shall continue for seven (7) years (“Initial Term”) thereafter. In the event of litigation
challenging this Agreement or the Project, the Initial Term is automatically suspended for the
duration of such litigation and resumes upon final disposition of such challenge and any appeal
thereof upholding the validity of this Agreement or the Project. In the event that a referendum
petition concerning this Agreement, the Existing Project Approvals, or Project is duly filed in such
a manner that the ordinance approving this Agreement, the Existing Project Approvals, or the
Project is suspended, then the Initial Term is deemed to commence upon City Council’s
certification of the results of the referendum election affirming this Agreement, the Existing
Project Approvals, or the Project as the case may be.
2.2 Extension. The Term shall be extended for any period of time during which
processing of a complete Permit Application or Project application is suspended for any reason,
other than due to the actions or the default of the Owner, including the Owner’s failure to timely
submit to the City or other applicable government agencies or jurisdictions complete applications
or materials relating to any Project development approvals or permits, and for such period of time
equal to the period of time during which any action by the City or court action limits the processing
of such Project applications, Future Project Approvals, issuance of building permits or any other
development of the Property consistent with this Agreement. The City will process all complete
applications for the Project, Future Project Approvals or issuance of building permits to Owner
consistent with applicable laws, including the Permit Streamlining Act (California Government
Code section 65920 et seq.). Upon Owner’s submission to the City during the Initial Term of a
complete Permit Application, design review application, and/or final map (with payment of all
applicable fees) for the entire Phase 1 Residential Development, and upon the commencement of
grading for the Phase 1 Residential Development during the Initial Term, the Initial Term of the
Agreement shall be extended and such extension shall be confirmed by written acknowledgement
signed by both Parties until the date that is five (5) years (“First Extension”) from the date of the
end of the Initial Term. Upon Owner’s submission to the City during the First Extension of a
complete Permit Application for the entire Phase 2 Residential Development, and upon the
commencement of grading of the Phase 2 Residential Development during the First Extension,
this Agreement shall be extended and such extension shall be confirmed by written
acknowledgement signed by both Parties for three (3) additional years (“Second Extension”) from
the date of the last day in the First Extension. The term of this Agreement (the “Term”) shall mean
the Initial Term plus, if applicable, the First Extension and the Second Extension, subject to any
additional time added as agreed to in writing by the City for any written suspension of processing
of complete applications for the Project, Future Project Approvals or issuance of building permits
to Owner not caused or resulting from the actions, or the inactions, of the Owner.
Notwithstanding any other provision of Article I (Definitions) or Section 2.2 of this
Agreement, before the end of the Second Extension Term of this Agreement, or before fifteen
(15) years after the Effective Date of the Agreement, subject to any additional time added to the
Agreement as agreed to in writing by the City, Owner shall have obtained from the City
(1) approval or issuance any and all required design review and/or a Tentative Tract Map and Final
Map approvals for the entire Project Phases 1, 2 and 3 Residential Developments, (2) approval or
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issuance any and all required grading and building permits for the entire Project Phases 1, 2 and 3
Residential Developments, (3) completion of construction and issuance of Certificates of
Occupancy by the City for the entire Phase 1 Residential Development, and (4) the start of vertical
construction for the entire Phase 2 Residential Development, or the failure for Owner to do so is
subject to Section 3.10 of this Agreement below
2.3 Covenants Running with the Land. As of the Effective Date, the terms and
provisions of this Agreement are enforceable by the parties as equitable servitudes affecting the
Property, constituting covenants running with the land pursuant to California law including,
without limitation, Civil Code § 1468. Each covenant herein to act or refrain from acting is for the
benefit of or a burden upon the Property, runs with the Property, and is binding upon Owner and
the successors and assigns of Owner during their respective ownership of the Property.
2.4 Execution and Recordation. The City shall promptly execute this Agreement
within thirty (30) days following City Council approval. The City may execute the Agreement in
counterparts as set forth in Section 15.5 herein. Within 10 days after the Agreement has been
executed by the City, the City Clerk shall notify the Owner of such execution and provide Owner
the Agreement for recordation. The Owner shall cause the recordation of such Agreement against
the Property (and no other portion of the Mall Property) and provide the City with a confirmed
copy within ten (10) business days following its recordation. Notwithstanding anything to the
contrary contained herein, nothing in this Agreement shall bind any portion of the Mall Property
other than the Property. The Parties recognize and acknowledge that the precise boundaries of the
Property may differ slightly from that described in Exhibit A and depicted in Exhibit B, and agree
to cooperate with each other to update such exhibits upon recordation of the final map(s) that will
create the legal parcels comprising the Property to replace the initial exhibits with updated exhibits
that include references to the new lot numbers in place of the metes and bounds description. The
Parties further agree that any such update to clarify the precise boundaries of the Property shall be
treated as a Minor Modification, provided the subject final map substantially conforms with the
subject tentative map as required by the Subdivision Map Act.
ARTICLE 3
VESTED RIGHTS
3.1 Vested Rights. Subject to Sections 2.2 and 3.10 of this Agreement, Owner is vested
with the right to develop and maintain the Property to the land uses, densities and intensities of
use, and the reservations and dedication of land for public purposes as provided in the Existing
Project Approvals, as such approvals may be amended from time to time, and subject to Applicable
Laws and as further provided in Section 3.3.1 below. If Future Project Approvals are obtained by
Owner, they shall be vested to the same extent as the Existing Project Approvals.
3.2 Maximum Height and Size of Structures. The maximum height of seventy five
(75) feet and size of structures to be constructed on the Project will be governed by the Existing
Project Approvals.
3.3 Applicable Law. As provided by this Agreement, the rules, regulations and official
policies (including General Plan policies, Administrative codes, ordinances, resolutions and other
local laws, regulations and policies of City) governing the permitted uses, the density and intensity
of use, the design, improvement and construction standards and specifications of any
improvements and the mitigation of impacts of the Project (except as identified and discussed at
Sections 3.5 and 9.3 of this Agreement below), shall be those in full force and effect on the
Effective Date (“Applicable Law”). Applicable Law includes the Existing Project Approvals, as
they may be issued or amended from time to time, in a manner consistent with both the terms and
provisions of this Agreement. The City shall retain its discretionary authority as to amendments to
Existing Project Approvals and to Future Project Approvals, provided however, such decisions
shall be regulated by the Applicable Laws and as further provided in Section 3.3.1 below.
3.3.1 Amendments. Subject to Sections 3.5 and 9.3 of this Agreement below, by
way of example, amendments that would hinder, impede or cause an unreasonable delay or
increase in cost of the Project as authorized by the Existing Project Approvals and therefore would
be considered in conflict with the Applicable Laws include amendments that would:
(i) Prevent all or a portion of the Project or the Property from being
developed, used, operated or maintained in accordance with the terms and provisions of this
Agreement, Existing Project Approvals, or Applicable Laws;
(ii) Limit or reduce the overall density, intensity or unit count of the
Project, or any part thereof, to a density, intensity or unit count that is lower than that specified in
this Agreement, Existing Project Approvals or Applicable Laws;
(iii) Modify any land use designation or conditional use of the Property
in a manner inconsistent with this Agreement, Existing Project Approvals, or Applicable Laws;
(iv) Limit or control the rate, timing, phasing or sequencing of the
approval, development, construction or occupancy of all or any portion of the Project or Property
except as specifically permitted by this Agreement;
(v) Subject to Sections 3.5 and 9.3 of this Agreement below, impose
any condition, dedication or exaction that would conflict with this Agreement, Existing Project
Approvals, or Applicable Laws;
(vi) Require the issuance of discretionary permits or nondiscretionary
permits, to the extent such permits impose new or different substantive requirements on Owner or
the Project that are not otherwise required by Applicable Laws, Existing Project Approvals, or this
Agreement;
(vii) Apply to the Project any provision, condition or restriction that
would be inconsistent with this Agreement, Existing Project Approvals, or Applicable Law;
(viii) Apply to the Project any rent control or price control provisions or
tenant protections or uniform or prevailing wage requirements except to the extent required under
state law, unless otherwise permitted by this Agreement;
(ix) Limit or control the location of buildings, structures, grading, or
other improvements of the Project or the Property in a manner that is inconsistent with or more
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restrictive than the limitations included in this Agreement, Existing Project Approvals, or
Applicable Laws;
(x) Limit or control the availability of public utilities, services or
facilities or any privileges or rights to public utilities, services or facilities in a manner other than
as specifically set forth in this Agreement or Applicable Law (for example, water rights, water
connections or wastewater treatment capacity rights, sewer connections, etc., if under the control
or jurisdiction of the City) for the Project or the Property;
(xi) Apply to the Project or the Property any City Law allowed by this
Agreement that is not uniformly applied on a City-wide basis to other development projects and
properties;
(xii) (except as identified and discussed at Sections 3.5 and 9.3 of this
Agreement below), establish, enact, increase, or impose against the Project any fees, Development
Impact Fees, assessments, liens or other monetary obligations other than (i) those specifically
permitted by this Agreement, and (ii) City-wide taxes and assessments (provided such City-wide
taxes or assessments are not disproportionately applied to the Property); or
(xiii) Limit the processing or issuance of amendments to Existing Project
Approvals or Future Project Approvals other than as specifically set forth in this Agreement or
Applicable Law.
3.4 Development Impact Fees. All Project Development Impact Fees will be paid prior
to final inspection of any building permits for the Project unless otherwise noted in this Agreement.
Development Impact Fees and permit application amounts will be based on the rate set forth in the
City’s Master Fee Schedule at the time the fees are paid for any building permit in each Phased
Residential Development. Owner understands that the fees set forth in the Master Fee Schedule
are subject to annual increases every October 1st.
3.5 Reserved Authority. The City may apply changes in City Laws, regulations,
ordinances, standards or policies specifically mandated by changes in state or federal law in
compliance with Article 10 herein. This provision shall not affect any mitigation measures
required of Owner under the environmental document certified for the Project.
3.6 Owner’s Option to Apply New Rules. Owner may elect, with the City Manager’s
consent, to have applied to the Project any rules, regulations, policies, ordinances, or standards
enacted after the Effective Date of this Agreement. The City Manager shall not unreasonably
withhold said consent.
3.7 Modifications to Existing Project Approvals. It is contemplated by the Parties to
this Agreement that the Owner may seek modifications to the Existing Project Approvals from
time to time. These modifications are contemplated as within the scope of this Agreement and
shall, if approved by the City, be incorporated into and constitute for all purposes an Existing
Project Approval. Owner and City agree that any such modifications to Existing Project Approvals
will not constitute an amendment to this Agreement nor require an amendment to the Agreement.
The City shall process and act on such applications in accordance with the applicable provisions
of the Applicable Law.
3.8 Moratorium and other Limitations. Subject to Sections 3.9, 9.3 and 10.1 of this
Agreement below, this Project is exempt from any moratorium or other limitation (whether relating
to the rate, timing, phasing or sequencing of development) affecting subdivision maps, building
permits, certificates of occupancy or other land use entitlements that are approved or to be
approved, issued or granted within the City. To the maximum extent permitted by law, City must
prevent any City Law from invalidating or prevailing over all or any part of this Agreement, and
City must cooperate with Owner and undertake such actions as needed to ensure this Agreement
remains in full force and effect. If City applies to the Project a City Law that Owner believes to
conflict with Applicable Laws or this Agreement, Owner may take such action as may be permitted
under Section 12.16 and Article 8 herein. Except as allowed under this Agreement, City must not
support, adopt or enact any City Law, or take any other action, which would violate the express
provisions of this Agreement or the Existing Project Approvals. Owner may also challenge in court
any City Law that would conflict with Applicable Laws or this Agreement or reduce the
development rights provided by this Agreement, in accordance with the dispute resolution
provisions of Section 12.19 below.
3.9 State and Federal Law. As provided in Government Code § 65869.5, in the event
that state or federal laws or regulations, enacted after the Effective Date (“Changes in the Law”)
prevent or preclude compliance with one or more provisions of this Agreement, such provisions
of the Agreement will be, by operation of law, modified or suspended, or performance thereof
delayed, as and to the extent that may be necessary to comply with such Changes in the Law.
3.10 Time for Construction and Completion of Project. Because the California Supreme
Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure
of the parties to provide for the timing of development resulted in a later adopted initiative
restricting the timing of development to prevail over such parties’ agreement, it is the intention of
the City and Owner to cure that deficiency by specifically acknowledging that timing and phasing
of development is completely and exclusively governed by the Existing Project Approvals, except
as set forth herein. Notwithstanding anything to the contrary contained herein:
3.10.1 In the event Owner does not submit a complete grading Permit
Application to the City, receive design review and/or a Tentative Tract Map approvals from the
City, obtain Final Map approval, obtain grading permits, and begin grading, all as for or related to
the entire Phase 1 Residential Development during the Initial Term, subject to extension for force
majeure (defined in Section 12.11 of this Agreement below), this Agreement shall immediately
and automatically terminate, unless extended at the discretion of the City Council, and the City
shall have the right to initiate a rezoning action to revert the zoning of Lots 1, 2, 3, 4, 5, 6, and 9
to Freeway Commercial (“FC”) zoning. Further, no later than the end of the time or term of the
First Extension identified and discussed in Section 2.2 of this Agreement above, all Permit
Applications for building permits for all Phase I Residential Development shall be submitted by
Owner to the City, and the City shall have issued all such building permits, or this Agreement shall
immediately and automatically terminate, unless extended at the discretion of the City Council,
and the City shall have the right to initiate a rezoning action to revert the zoning of Lots 1, 2, 3, 4,
5, 6, and 9 to FC zoning. Further, no later than the end of the time or term of the Second Extension
identified and discussed in Section 2.2 of this Agreement above, subject to extension for force
majeure, Owner shall have completed vertical construction and obtained issuance of Certificates
of Occupancy by the City for the entire Phase 1 Residential Development, or the City shall have
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the right to initiate a rezoning action to revert the zoning of Lots 7 and 8 to FC zoning. Owner
hereby consents to such rezoning and waives any right and ability to contest such rezoning. The
construction of the Phase 1 Residential Development will include the extension of Town Center
Drive (as indicated on the Tentative Tract Map).
3.10.2 In the event Owner does not submit a complete grading Permit
Application to the City, receive design review and/or a Tentative Tract Map approvals from the
City, obtain Final Map approval, and obtain grading permits, all as for or related to the entire
Phase 2 Residential Development within the term of the First Extension Term, subject to extension
for force majeure (defined in Section 12.11 of this Agreement below), this Agreement shall
immediately and automatically terminate, unless extended at the discretion of the City Council,
and the City shall have the right to initiate a rezoning action to revert the zoning of Lots 1, 2, and
5 to FC zoning. Further, no later than the end of the time or term of the Second Extension identified
and discussed in Section 2.2 of this Agreement above, all Permit Applications for building permits
for all Phase 2 Residential Development shall be submitted by Owner to the City, the City shall
have issued all such building permits, and vertical construction for the Phase 2 Residential
Development shall have started, or the City shall have the right to initiate a rezoning action to
revert the zoning of Lots 1, 2, and 5 to FC zoning. Owner hereby consents to such rezoning and
waives any right and ability to contest such rezoning.
3.10.3 In the event Owner has not, before the end of the Second Extension Term
of this Agreement, or before fifteen (15) years after the Effective Date of the Agreement, subject
to extension for force majeure (defined in Section 12.11 of this Agreement below) and any
additional time added to the Agreement as agreed to in writing by the City, obtained from the City
(1) approval or issuance any and all required design review and/or a Tentative Tract Map and Final
Map approvals for the entire Project Phases 1, 2 and 3 Residential Developments, (2) approval or
issuance any and all required grading and building permits for the entire Project Phases 1, and 2
and 3 Residential Developments, and (3) completion of construction and issuance of Certificates
of Occupancy by the City for the entire Phase 1 Residential Development, and (4) the start of
vertical construction for the entire Phase 2 Residential Development, this Agreement shall
immediately and automatically terminate and the City shall have the right to initiate a rezoning
action to revert the zoning of Lots 7 and 8 to FC zoning. Owner hereby consents to such rezoning
and waives any right and ability to contest such rezoning.
ARTICLE 4
PROCESSING PROJECT
4.1 Processing of Future Project Approvals. City will accept for processing
development applications and requests for Future Project Approvals, or other entitlements with
respect to the development and use of the Property and will consider such matters in accordance
with the appropriate process set forth in the Applicable Laws. The City will diligently work
towards the timely issuance of such entitlements, including grading plans, improvement plans, and
other plans or permits, as needed to issue building permits. City shall retain its discretionary
authority to act on Future Project Approvals and apply City Laws to such matters, provided the
City Laws do not conflict with Applicable Laws or the rights provided by this Agreement. In
addition, the City may also apply changes in City Laws, regulations, ordinances, standards or
policies specifically mandated by changes in state or federal law in compliance with Article 10
herein.
4.2 Length of Validity of Tentative Subdivision Maps. Government Code
section 66452.6 provides that tentative subdivision map(s) may remain valid for a length up to the
term of a Development Agreement. The City agrees that all tentative subdivision maps (vesting or
otherwise) for the Project, shall be for a term coterminous with the length of this Agreement.
4.3 Pre-Final Map Development. If Owner desires to do certain work on the Property
(for example, grading) after approval of a tentative map, but prior to the recordation of a final map,
it may do so by obtaining a grading permit and/or other required approvals from the City prior to
recordation of a final map. The permit or approval may be approved or denied by the City in
accordance with the requirements of the Applicable Laws and other City regulations or policies as
may be applicable; provided the Owner is in compliance with this Agreement and with the terms
of all Existing Project Approvals and Future Project Approvals. In addition, the Owner shall be
required to post a bond or other reasonably adequate security required by City in an amount
reasonably determined by the City to assure the rehabilitation of the land if the applicable final
map does not record.
4.4 Transfer of Rights and Obligations of Development. Whenever Owner conveys a
portion of the Property, the rights and obligations of this Agreement shall transfer in accordance
with Article 5 herein.
4.5 Cooperation with respect to Project Improvements and Infrastructure. The Parties
shall reasonably cooperate with each other to take all actions necessary and appropriate to facilitate
the timely development of Project Improvements and Infrastructure.
4.6 City’s Acceptance of Dedications. Owner offers of dedication required by this
Agreement or the Existing Project Approvals must be accepted by City within a reasonable time,
provided that the applicable improvements are completed consistent with Applicable Law.
4.7 Community Purpose Facilities. Owner is required to provide land for community
purpose facilities (“CPF”) based upon a ratio of 1.39 acres per 1,000 residents in accordance with
Section 19.48.025 of the City’s Municipal Code. For example, for 435 units, Owner would be
required to provide approximately 1.56 acres at full build out. For the maximum density of
840 multifamily residential units, Owner would be required to provide approximately 3.01 acres
at full build out. If built in phases the CPF requirement shall be proportional to the number of units
built. A population factor of 2.58 residents per unit applies to this calculation.
The Owner shall enter into a CPF agreement with the City prior to recordation of the first
Final Map for the Project which could include one or both of the following method of alternative
compliance to Chula Vista Municipal Code (“CVMC”) Chapter 19.48.025:
(i) Provide excess of 10% affordable residential units based on the
number of units built in the Project.
(ii) Provide indoor community space on the Mall Property at a ratio of
7,800 square feet of affordable CPF space per 1 acre of required community purpose facility
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obligation. The affordable CPF space would be provided an allowance for tenant improvements
that would result in a rent free space on the Mall Property. This conversion is based on Floor Area
Ratio (“FAR”) conversion using the below methodology:
The existing center has approximately 670,000 square feet of commercial development.
The Mall Property is 78.29 acres which equates to a FAR of 0.196. Applying this methodology
equates to the below proposed indoor affordable CPF space square footage:
435 units 1.56 acres 0.196 13,319 sf 840 units 3.01 acres 0.196 25,699 sf
Uses for this space would include but not be limited to services outlined in CVMC
Chapter 19.48.025, or other uses as approved by the Director of Development Services, or their
designee.
4.8 Parkland Obligations. Owner is required to comply with the City’s Parklands and
Public Facilities Ordinance, Chula Vista Municipal Code (“CVMC”) Chapter 17.10 (“PLDO”), as
amended, in effect at the time of issuance of any building permit for the Project. The PLDO
requires new residential development projects to provide land and improvements for parks and
recreational facilities, allows for a credit against the payment of in-lieu fees or dedication of land
if the developer provides the park and recreational improvements, and permits the City to require
a combination of dedication and payment of in-lieu fees if the City determines that the combination
would better serve the public.
The Project is required to provide up to 6.57 usable acres of developed parkland if the
construction reaches the maximum density of 840 multi-family residential units, based upon the
persons per household factor established by the PLDO of 2.61 persons per attached multi-family
dwelling unit and 3.0 usable acres of park per 1,000 residents. If built in phases, the amount of
parkland provided in each phase shall be proportional to the units built as indicated in the below
chart.
The City, by entering into this Agreement, finds that, due to the unique, urban, high-density
nature of the Project and its proximity within the Otay Ranch Town Center mall, Owner cannot
provide suitable land to satisfy the entire 6.57 usable acre parkland requirement solely through the
dedication and improvement of parkland. The City further finds that, as a result of the urban, high-
density nature of the Project, the public interest and the park and recreation needs of the Project’s
future residents would be better served through a combination of parkland acreage, parkland
development improvements, and in-lieu fees.
The parkland obligation for the first 350 units developed as part of the Project shall be
satisfied via the provision of on-site privately maintained parkland, which shall be open to the
public, at a rate of 0.80 usable acres of parkland for every 100 residential units, as outlined in
Column D of the below table. After construction of the 350th residential unit, the remaining
parkland obligation of up to 4.01 usable acres will be satisfied via payment of in-lieu park benefit
fees. The park benefit fee amount is equal to the Parkland Acquisition and Parkland Development
fees at the time of building permit issuance for any building permit for the Project. Park Lots E
and F shall not be provided park development credit for existing park amenities and shall be
required to pay the in-lieu development fees. Upon the Building Permit triggers listed below,
Owner must have submitted a formal submission package for the design for the required usable
parkland acreage for the applicable Project phase to the City of Chula Vista:
Owner shall use the City’s customary procedures to design and obtain the City’s reasonable
approval for the design of the Parks listed above. The Parks shall be designed consistent with the
applicable requirements of an approved Park Master Plan, the City’s Landscape Manual and the
City’s Parks and Recreation Master Plan. The Project’s Park Master Plan once completed, shall be
presented to the Parks & Recreation Commission and must be approved by City Council. Each
identified Park Lot may have a Master Plan or all identified Park Lots may be included in one
Master Plan.
4.9 Park Budget. The construction costs established at the time the Park Lot
construction documents are approved by the City and shall reflect the requirement established by
the parkland development component of the PLDO at the time it is due. The Owner or its successor
shall submit for City review and obtain City approval of the Park Lot construction budget for each
Park Lot prior to construction commencement.
4.10 Park Maintenance Establishment Period. The period of time between Completion
of Construction and the City’s final approval of the completed Park Lot, as identified in the above
table, in which the contractor is responsible for maintaining the Park Lot to ensure that the plant
material is fully established before its opened for public use, and that other park improvements
such as irrigation systems, electrical systems, and park equipment or facilities that are fully
operational and functional. The duration of this period and maintenance operations will be
specified in the contract documents for each Park Lot, subject to reasonable adjustments as
determined by the City's Director of Development Services, or their designee, in their sole
discretion.
4.11 Documentation of Costs for Park Lots. Owner shall, within sixty (60) days of
Completion of Construction of the Park Lot, provide City, for its review and approval, all
documentation City reasonably requires to evidence the completion and costs of the Park Lot.
Developer shall, within sixty (60) days of completion of the Maintenance Establishment Period,
provide the City, for its review and approval, all documentation City reasonably requires to
evidence the satisfactory completion of the Maintenance Establishment Period.
A B C D
Building Permit
Trigger
Lettered Park Lot
per Tentative Map
Lot Acreage
Parkland Usable
Acres
100th residential unit Lot H 0.76 0.76
150th residential unit Lot G 0.38 0.38
262nd residential unit Lot F 0.87 0.70*
350th residential unit Lot E 0.72 0.72
TOTAL 2.73 2.56
* Slopes areas within the park boundaries greater than 4:1 are ineligible for park credit.
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4.12 Security for Park Lot construction. Upon the commencement of construction of
any Park Lot, the Owner shall post security, including one or more bonds in accordance with the
CVMC, for the construction of the Park Lot. City may use that security to complete construction
of such Park Lot should Owner fail to meet its obligations to do so. City may reduce and release
the securities pursuant to City's customary procedures and schedules pro rata upon completion of
the park lot. Bond shall be based on the accepted Bid amount for construction of the Park Lot and
shall be in place prior to commencement of construction of the Park Lot.
4.13 Public Benefit Contribution. Owner shall pay the City $5,000 per residential
dwelling unit developed pursuant to this Agreement as a public benefit contribution. Said amount
shall be paid no later than the time of final inspection by the City for such residential dwelling
units. In addition to other available remedies to the City in this Agreement, failure by Owner to
timely pay the Public Benefit Contribution shall result in the City immediately and indefinitely
suspending and withholding the processing of any Project application, the inspection or review of
any Project permit, and the issuance of any certificate of occupancy relating to the Project.
ARTICLE 5
PARTIAL TERMINATION
5.1 Termination of Agreement with Respect to Lots to Public. The provisions of
Article 5 shall not apply to the sale, or lease (for a period longer than one year) of any lot which
has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of
the public or other ultimate user who intends to occupy the parcel. Notwithstanding any other
provisions of this Agreement, this Agreement shall terminate with respect to any such lot and such
lot shall be released and no longer be subject to this Agreement without the execution or
recordation of any further document upon the sale of such lot as set forth in the immediately
preceding sentence.
5.2 Partial Termination. The Owner has the right to request that the City approve a
partial termination of this Agreement, to release a portion(s) of the Property from the Agreement’s
obligations and benefits. A partial termination shall be approved by the City if Owner demonstrates
to City that the portion(s) of the Property to be released from the Agreement’s obligations is/are
not needed to satisfy any of the obligations established in this Agreement. If City makes such a
determination, such released property shall not be subject to any of the obligations created in this
Agreement, and, similarly, shall not receive any of the benefits granted in this Agreement.
5.3 Releases. City agrees that upon written request of Owner and provided that all
payments and the requirements and conditions required by this Agreement and the Existing Project
Approvals and any applicable Future Project Approvals have been fully performed and satisfied
in the City’s determination, with respect to the Released Property (defined below) City may
execute and deliver to Owner appropriate release(s) of obligations imposed by this Agreement in
a form (attached to this Agreement as Exhibit D) and substance acceptable to the City and the
County Recorder and title insurance company, if any, or as may otherwise be necessary to effect
the release of a portion of the Property (“Released Property”) to an individual home buyer or parcel
of property that has been built out and sold to an ultimate consumer. City Manager shall not
unreasonably withhold approval of such release(s).
ARTICLE 6
ANNUAL REVIEW
6.1 City and Owner Responsibilities. The City will, at least every twelve (12) months
during the Term of this Agreement, pursuant to California Government Code section 65865.1,
review the extent of good faith substantial compliance by Owner with the terms of this Agreement.
Pursuant to California Government Code section 65865.1, as amended, Owner shall have the duty
to demonstrate by substantial evidence its good faith compliance with the terms of this Agreement
at the periodic review. Either City or Owner may address any requirement of the Agreement during
the review.
6.2 Review Letter. If Owner is found to be in compliance with this Agreement after
the annual review, City shall, within forty-five (45) days after Owner’s written request, issue a
review letter in recordable form to Owner (“Letter”) stating that based upon information known or
made known to the City Council, the City Planning Commission and/or the City Manager, this
Agreement remains in effect and Owner is not in default. The owner may record the Letter in the
Official Records of the City of San Diego.
6.3 Failure of Periodic Review. City’s failure to review at least annually Owner’s
compliance with the terms and conditions of this Agreement shall not constitute, or be asserted by
City or Owner as, a default by Owner or City with respect to the Agreement, or prevent the City
from raising at any time any issue about Owner’s compliance with the Agreement.
ARTICLE 7
ENCUMBRANCES AND RELEASES ON PROPERTY
7.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner in any
manner at Owner’s sole discretion, from encumbering the Property, or any portion of the Property,
or any improvement on the Property, including, without limitation, by any mortgage, deed of trust,
or other security device securing financing with respect to all or any portion of the Property or its
improvement. Any such mortgage, deed of trust, or other security device securing financing shall
be subordinate to the City’s interests in this Agreement.
7.2 Mortgagee Rights and Obligations. The mortgagee of a mortgage or beneficiary of
a deed of trust encumbering the Property, or any part thereof, and their successors and assigns
shall, upon written request to City, be entitled to receive, from City written notification of any
default by Owner of the performance of Owner’s obligations under the Agreement which has not
been cured within thirty (30) days following the date of default. If there are no such defaults by
Owner, the City Manager shall notify the requesting Party of that fact in writing.
7.3 Subordination. Owner agrees to enter into subordination agreements with all
lenders having a mortgage, deed of trust, lien, or other security device securing financing with
respect to the Property or its improvement to ensure that the provisions of this Agreement bind
such mortgage holders, trust holders, lienholders, or security device holders should they take title
to all or part of the Property through a quitclaim deed, sale, foreclosure or any other means of
transfer of property. As a condition precedent to obtaining the benefits that accrue to the Owner or
the Property under this Agreement, this Agreement by and through said subordination agreements
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shall be prior and superior to such mortgages, deeds of trust, liens, or other security devices
securing financing with respect to the Property or its improvement. The owner shall deliver to the
City the fully executed subordination agreements for the Property in a form acceptable to the City
Manager or their designee and suitable for recording, prior to the second reading of the ordinance
adopting the Agreement.
ARTICLE 8
DEFAULT
8.1 Events of Default. A default under this Agreement shall be deemed to have
occurred upon the happening of one or more of the following events or conditions:
(i) A warranty, representation or statement made or furnished by
Owner to City is false or proves to have been false in any material respect when it was made.
(ii) A finding and determination by City made following a periodic
review under the procedure provided for in California Government Code section 65865.1 that upon
the basis of substantial evidence Owner has not substantially complied with one or more of the
material terms or conditions of this Agreement.
(iii) City does not accept, timely review, or consider requested
development permits or entitlements submitted in accordance with the provisions of this
Agreement.
(iv) Owner fails to comply with any other material Owner obligation
under the terms of this Agreement.
(v) City fails to comply with any other material City obligation under
the terms of this Agreement.
If either Party defaults under this Agreement, the Party alleging such default will give
the breaching Party not less than thirty (30) days’ notice of default in writing. The notice of
default will specify the nature of the alleged default, and, where appropriate, the manner and
period of time, which shall not be less than 30 days, in which said default may be satisfactorily
cured. Where the default cannot be cured within the period of time provided, but can be cured
within a longer time, the Party charged will not be considered in default for the purposes of
termination or institution of legal proceedings if such Party has commenced to cure such default
within the time provided and thereafter pursues such cure to completion with reasonable
diligence. If the default is cured, then no default will exist and the noticing Party will take no
further action.
8.2 Option to Set Matter for Hearing or Institute Legal Proceedings. After proper
notice and the expiration of the cure period, the noticing Party to this Agreement, at its option,
may (i) institute legal proceedings or (ii) schedule hearings before the Planning Commission and
the City Council for a determination as to whether this Agreement should be modified, suspended,
or terminated as a result of such default.
8.3 Waiver. Nothing in this Agreement shall be deemed to be a waiver by Owner or
City of any right or privilege held by Owner or City pursuant to federal or state law, except as
specifically provided herein. Any failure or delay by a Party in asserting any of its rights or
remedies as to any default by the other Party will not operate as a waiver of any default or of any
such rights or remedies or deprive such 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.
8.4 Remedies upon Default. In the event of a default by either Party to this Agreement,
the Parties shall have the remedies of specific performance, mandamus, injunction and other
equitable remedies. In the event of a default pursuant to Section 8.l(ii) or 8.l(iv), City shall have
the additional remedy, in its sole and unfettered discretion, of withholding issuance of grading,
building or other permits and/or the inspection of previously issued permits. Neither Party shall
have the remedy of monetary damages against the other; provided, however, that the award of
costs of litigation and attorneys’ fees shall not constitute monetary damages. For avoidance of
doubt, under no circumstances shall City’s remedies include any right to require Owner to develop,
construct, commence, or complete all or any portion of the Project via specific performance,
injunctive relief, or otherwise.
8.5 Remedies for Breach. Except as otherwise set forth herein, all remedies at law or
in equity which are consistent with the provisions of this Agreement are available to City and
Owner to pursue in the event there is a breach provided, however, neither Party shall have the
remedy of monetary damages against the other except for an award of litigation costs and
attorneys’ fees as provided for by this Agreement.
ARTICLE 9
MODIFICATION OR SUSPENSION
9.1 Modification to Agreement by Mutual Consent. Except as specifically provided
for herein, this Agreement may be modified, from time to time, by the mutual consent of the Parties
only in the same manner as its adoption by an ordinance as set forth in California Government
Code sections 65867, 65867.5 and 65868. The term, “Agreement” as used herein, will include any
such modification properly approved and executed.
9.2 Minor Modifications. The Parties to this Agreement contemplate that there may be
periodic clarifications and minor modifications to this Agreement. Such minor clarifications or
modifications when agreed upon by the Parties hereto are anticipated and shall not constitute an
amendment to this Agreement or a modification pursuant to this Article 9 but shall automatically
be incorporated herein upon execution in writing by the Parties.
9.3 Unforeseen Health or Safety Circumstances. If, as a result of facts, events, or
circumstances City finds that failure to suspend or modify this Agreement would pose an
immediate threat to the health or safety of the City’s residents or the City, the following shall
occur:
(a) Notification of Unforeseen Circumstances. Notify Owner of (i) City’s
determination; and (ii) the reasons for City’s determination, and all facts upon which such reasons
are based; and
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(b) Notice of Hearing. Notify Owner in writing at least fourteen (14) days prior to
the date, of the date, time and place of the hearing and forward to Owner a minimum of ten
(10) days prior to the hearings described in paragraph 9.3(c) below, all documents related to
such determination and reasons therefor; and
(c) Hearing. Hold a hearing on the determination, at which hearing Owner will have
the right to address the City Council. At the conclusion of said hearing, City may take action to
suspend or terminate this Agreement as provided herein
ARTICLE 10
CHANGE IN STATE OR FEDERAL LAW OR REGULATIONS
10.1 State or Federal Law or Regulation. If any state or federal law or regulation enacted
during the Term of this Agreement, or the action or inaction of any other affected governmental
jurisdiction, precludes compliance with one or more provisions of this Agreement, or requires
changes in plans, maps, or permits approved by City, the Parties will act pursuant to
paragraphs 10.l(a) and 10.l(b), below.
(a) Notice; Meeting. The Party first becoming aware of such enactment or
action or inaction will provide the other Party(ies) with written notice of such state or federal law
or regulation and provide a copy of such law or regulation and a statement regarding its conflict
with the provisions of this Agreement. The Parties will promptly meet and confer in a good faith
and reasonable attempt to modify or suspend this Agreement to comply with such federal or state
law or regulation.
(b) Hearing. If an agreed-upon modification or suspension would not require
an amendment to this Agreement, no hearing shall be held. Otherwise, the matter of such federal
or state law or regulation will be scheduled for hearing before the City Council. Fifteen (15) days’
written notice of such hearing shall be provided to Owner, and the City Council, at such hearing,
will determine and issue findings on the modification or suspension which is required by such
federal or state law or regulation. The owner, at the hearing, shall have the right to offer testimony
and other evidence. Any modification or suspension shall be taken by the affirmative vote of not
less than a majority of the authorized voting members of the City Council. If the Parties fail to
agree after said hearing, the matter may be submitted to nonbinding mediation pursuant to
subsection 13.19, prior to the filing of any legal action by any Party. Any suspension or
modification may be subject to judicial review in conformance with this Agreement.
ARTICLE 11
ASSIGNMENT, TRANSFER AND NOTICE
11.1 Assignment of Interests, Rights and Obligations. Owner may transfer all or any
portion of its interest in, and rights and obligations under, this Agreement to any person acquiring
an interest or estate in all or any portion of the Property (any such portion, a “Transfer Property”),
including, without limitation, purchasers or ground lessees of such Transfer Property (a
“Transferee”) only with the written consent of the City, or as otherwise permitted herein. Any such
transfer agreed to by the City must, as and to the extent set forth below, relieve the transferring
party (a “Transferor”) of any and all rights and obligations under this Agreement insofar as they
pertain to the Transfer Property. Provided that all applicable payments and applicable requirements
and conditions of this Agreement and the Existing Project Approvals and any applicable Future
Project Approvals have been fully performed and satisfied in the City’s determination, Owner shall
have the right to assign, transfer, or convey all or any partial interest in all or any portion of the
Property to any entity or entities owned or under common control with Owner (“Permitted
Transfer”) without the consent of the City. Owner shall timely provide to the City reasonable notice
and a copy of the Transfer Instrument thirty days before any Permitted Transfer to allow the City
to confirm the common ownership or control of the transferee with the Owner. No sale, transfer or
assignment shall require the amendment of this Agreement. Any transfer by Owner of all or any
portion of its interest in, and rights and obligations under, this Agreement to any other person or
entity, other than a Permitted Transfer, shall require the City’s express written consent.
11.2 Transfers to Third Persons in General; Release. In connection with any transfer by
a Transferor of all or any portion of the Property, the Transferor and the Transferee may enter into
a written agreement regarding the respective rights and obligations of the Transferor and the
Transferee in and under this Agreement (a “Transfer Agreement”). Any such Transfer Agreement
may contain provisions (i) releasing the Transferor from any rights and obligations under this
Agreement that relate to the Transfer Property, provided the Transferee expressly assumes all such
rights and obligations, (ii) transferring to the Transferee a vested right to improve and use that
portion of the Property being transferred and any other rights or obligations of the Transferor
arising under this Agreement, and (iii) addressing any other matter deemed necessary or
appropriate in connection with the Transfer of the Transfer Property. The Transfer Agreement
shall be in recordable form, in substantially the form attached hereto as Exhibit E. Any material
changes to the attached form will be subject to the review and approval of the City, which shall
not be unreasonably withheld or delayed. Provided that all applicable payments and applicable
requirements and conditions required by this Agreement and the Existing Project Approvals and
any applicable Future Project Approvals have been fully performed and satisfied by the Owner in
the City’s determination, upon recordation of any Transfer Agreement for a Permitted Transfer,
the Transferor shall be released from any prospective liability or obligation under this Agreement
related to the Transfer Property, except as specified therein, and thereafter the Transferee shall be
deemed to be “Owner” under this Agreement with all rights and obligations related hereunder,
solely with respect to the Transferred Property.
11.3 Release Provisions. Except in the case of Permitted Transfers utilizing a Transfer
Agreement in substantially the form of Exhibit E attached hereto, a Transferor shall obtain the
City’s written consent to those provisions of any Transfer Agreement purporting to release such
Transferor from any obligations arising under this Agreement (the “Release Provisions”).
11.4 City Consent. City will review and consider promptly and in good faith any request
by a Transferor for City’s written consent to any transfer and/or any Release Provisions. City’s
consent to any such transfer and/or Release Provisions may be withheld only if, in light of the
proposed Transferee’s reputation and financial resources, such Transferee would not in City’s
reasonable discretion be able to fully and timely perform the obligations proposed to be assumed
by such Transferee. In no event will City’s consent to any transfer and/or Release Provisions be
unreasonably withheld.
2091/025068-0045
21015114.2 a09/18/24 -23-
11.5 Non-Assuming Transferees. Except as otherwise required by Owner in Owner’s
sole discretion, the burdens, obligations and duties of Owner under this Agreement terminate with
respect to, and neither a Transfer Agreement nor City’s consent is required in connection with any
individual single-family residence (and its associated lot) that has received a certificate of
occupancy and been conveyed to a third party. The transferee in such a transaction and its
successors (“Non-Assuming Transferees”) are deemed to have no obligations under this
Agreement. Nothing in this section exempts any property transferred to a Non-Assuming
Transferee from payment of applicable fees and assessments or compliance with applicable
conditions of approval.
ARTICLE 12
MISCELLANEOUS PROVISIONS
12.1 Relationship of City and Owner. The contractual relationship between City and
Owner arising out of this Agreement is not of agency, partnership, or joint venture. This Agreement
does not create any third- party beneficiary rights.
12.2 Notices. All notices, demands, and correspondence required or permitted by this
Agreement shall be in writing and delivered in person, or mailed by first-class or certified mail,
postage prepaid, addressed as follows:
If to City: Attention: City Manager
276 Fourth Avenue
Chula Vista, CA 91910
If to Owner: Attention: Jim Varsamis,
Senior Vice President
Brookfield Retail
350 N. Orleans Street, Suite 300
Chicago, IL 60654
james.varsamis@bpretail.com
and
Attention: Legal Real Estate Group
Brookfield Properties
350 N. Orleans St., Suite 300
Chicago, IL 60654
with a copy to: Rutan & Tucker, LLP
Attn: Peter Howell
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
City or Owner may change its address by giving notice in writing to the other. Thereafter,
notices, demands, and correspondence shall be addressed and transmitted to the new address.
Notice shall be deemed given upon personal delivery, or, if mailed, two (2) business days
following deposit in the United States mail.
12.3 Rules of Construction. In this Agreement, the use of the singular includes the
plural; the masculine gender includes the feminine; “shall” is mandatory; “may” is permissive.
12.4 Entire Agreement, Waivers, and Recorded Statement. This Agreement constitutes
the entire understanding and agreement of City and Owner with respect to the matters set forth in
this Agreement. This Agreement supersedes all negotiations or previous agreements between City
and Owner respecting this Agreement. All waivers of the provisions of this Agreement must be in
writing and signed by the appropriate authorities of City and Owner. Upon the completion of
performance of this Agreement, or its revocation or termination, a statement evidencing
completion, revocation, or termination signed by the City Manager shall be recorded in the Official
Records of the City. Unless otherwise specifically stated, nothing herein shall be construed to
supersede, modify or amend other existing agreements between the Parties.
12.5 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to the original and all of which together shall constitute one and
the same instrument.
12.6 Incorporation of Recitals. The recitals set forth in this Agreement are incorporated
herein to this Agreement.
12.7 Captions. The captions of this Agreement are for convenience and reference only
and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation,
construction, or meaning of any of the provisions of this Agreement.
12.8 Consent. Where the consent or approval of City or Owner is required or necessary
under this Agreement, the consent or approval shall not be unreasonably withheld, delayed, or
conditioned.
12.9 Covenant of Cooperation. City and Owner shall cooperate and deal with each other
in good faith and assist each other in the performance of the provisions of this Agreement.
12.10 Recording. The City Clerk shall cause a copy of this Agreement to be recorded
with the Office of the County Recorder of the County of San Diego, within ten (10) days following
the Effective Date.
12.11 Delay, Extension of Time for Performance (Force Majeure). In addition to any
specific provision of this Agreement, performance by either City or Owner of its obligations
hereunder shall be excused during any period of delay caused at any time by reason of any event
beyond the control of City or Owner which prevents or delays and impacts City’s or Owner’s
ability to perform obligations under this Agreement, including, but not limited to the following:
acts of God, enactment of new conflicting federal, state or local laws or regulations (such as: listing
of a species as threatened or endangered), judicial actions (such as the issuance of restraining
orders and injunctions), or riots, strikes, pandemics, declared health emergencies, or damage to
work in process by reason of fire, floods, earthquake, or other such casualties. In addition, any
delay in Owner’s performance herein may be excused if such delay is caused by City’s failure to
process any required plans, documents or approvals, provided, however, City’s delay is not caused
by Owner’s failure to submit such plans or documents in a timely manner or is due to Owner’s
changes or amendments to said documents. If City or Owner seeks excuse from performance, it
2091/025068-0045
21015114.2 a09/18/24 -25-
shall provide written notice of such delay to the other Party within thirty (30) days of the
commencement of such delay. If the delay or default is beyond the control of City or Owner, and
is excused, an extension of time for such cause will be granted in writing for the period of the
enforced delay, or longer as may be mutually agreed upon.
12.12 Covenant of Good Faith and Fair Dealings. No Party shall do anything which shall
have the effect of harming or injuring the right of the other Parties to receive the benefits of this
Agreement; each Party shall refrain from doing anything which would render its performance
under this Agreement impossible; and each Party shall do everything which this Agreement
contemplates that such Party shall do in order to accomplish the objectives and purposes of this
Agreement.
12.13 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
12.14 Cancellation of Agreement. This Agreement may be canceled by the mutual
consent of City and Owner only in the same manner as its adoption, by an ordinance as set forth
in California Government Code section 65868 and shall be in a form suitable for recording in the
Official Records of the County. The term “Agreement” shall include any such amendment properly
approved and executed.
12.15 Estoppel Certificate. Within thirty (30) calendar days following a written request
by any of the Parties, the other Parties to this Agreement shall execute and deliver to the requesting
Party a statement certifying that (i) this Agreement is unmodified and in full force and effect, or if
there have been modifications hereto, that this Agreement is in full force and effect as modified
and stating the date and nature of such modifications; (ii) there are no known current uncured
defaults under this Agreement, or specifying the dates and nature of any such default; and (iii) any
other reasonable information requested. The failure to deliver such a statement within such time
shall constitute a conclusive presumption against the Party which fails to deliver such statement
that this Agreement is in full force and effect without modification, except as may be represented
by the requesting Party, and that there are no uncured defaults in the performance of the requesting
Party, except as may be represented by the requesting Party. The Estoppel Certificate may be
issued by the Director of Development Services, or their designee.
12.16 Institution of Legal Proceeding. In addition to any other rights or remedies, any
Party may institute legal action to cure, correct, or remedy any default, to enforce any covenants
or agreements herein, or to enjoin any threatened or attempted violation thereof; or to obtain any
remedies 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.
12.17 Attorneys’ Fees and Costs. If any Party commences litigation or other proceedings
(including, without limitation, arbitration) for the interpretation, reformation, enforcement, or
rescission of this Agreement, the prevailing Party, as determined by the court, will be entitled to
its reasonable attorneys’ fees and costs.
12.18 Hold Harmless. In addition to any defense, indemnity, and hold harmless
obligations of Owner, whether at contract or at law, Owner agrees to and shall fully and timely
indemnify, reimburse, and hold harmless City, its officers, agents, employees and representatives
from liability for damage, cost, expense, or claims for damage for personal injury, including death,
and any form of claims for property damage which may arise from the direct or indirect operations
of Owner or those of its contractors, subcontractors, agents, employees or other persons acting on
Owner’s behalf, on the Project. Owner also agrees to and shall defend (with counsel approved by
the City in writing) City and its officers, agents, employees and representatives from actions for
damage, costs, expense, or liability caused or alleged to have been caused by reason of Owner’s
activities on or inaction relating to the Project. Owner agrees to fully and timely indemnify,
reimburse, hold harmless, pay all costs and provide a defense for City in any administrative
proceeding, or any legal action filed in a court of competent jurisdiction by a third Party
challenging the validity of this Agreement. The provisions of this paragraph 12.18 shall not apply
to the extent such damage, liability or claim is caused by the sole negligence or willful misconduct
of City, its officers, agents, employees or representatives.
12.19 Non-binding Mediation. If this Agreement requires mediation in order to resolve a
disagreement between the Parties, such mediation shall comply with the following provisions:
(a) Meet and Confer. The Parties shall meet and confer in good faith to attempt to
resolve their disagreement. If the Parties are not able to resolve their disagreement within thirty
(30) calendar days after their first meeting on the subject, the matter shall be submitted for
non-binding mediation in accordance with the terms and conditions set forth below.
(b) Non-binding Mediation. In the event that the Parties are unable to resolve their
disagreement by meeting and conferring among themselves as provided above, the Parties shall
meet to select a mediator who will attempt to resolve the disagreement. Unless otherwise agreed
by the Parties, the mediator shall have no affiliation with either of the Parties and preferably
have experience in municipal law or land use. In the event that the Parties are unable to agree
on a mediator within ten (10) business days after the expiration of the meet and confer period,
the Parties shall petition a Judge of the Superior Court of the County of San Diego to appoint a
mediator who possesses the above-described qualifications.
(c) Mediation. The mediation shall occur at times and locations agreed upon by the
Parties. The Parties shall submit to the mediator their respective relevant documents or evidence
supporting their position that each may choose to provide. Neither Party, nor the mediator, shall
have any discovery powers in the proceeding. The mediator shall meet with the Parties and
attempt to resolve their disagreement by facilitating discussions between them. The mediator
shall not take a position on the dispute unless requested to do so by both Parties. In the event
that mediation process does not resolve the disagreement within twenty (20) business days after
first meeting with the mediator, unless extended by mutual agreement of the Parties, the
mediation process shall terminate. All discussions at the mediation shall be kept confidential, as
may be allowed by state and federal law, and shall not be discoverable in any subsequent
proceedings. Each Party shall bear their own costs in the mediation and the Parties shall share
equally in any and all costs charged by the mediator. In the event that a resolution of the
disagreement at issue is not reached, each Party reserves the right to pursue any and all remedies
available at law or in equity with respect thereto.
2091/025068-0045
21015114.2 a09/18/24 -27-
Dated this __ day of __________, 2024
CITY OF CHULA VISTA
By:
GGP-OTAY RANCH, L.P.,
A DELAWARE LIMITED PARTNERSHIP
By: GGP-Otay Ranch L.L.C.,
a Delaware limited liability company
and general partner
By: GGP/Homart II L.L.C.,
a Delaware limited liability company
and its sole member
By:
General Growth Properties (GGP)
Otay Ranch L.P.
ATTEST:
APPROVED AS TO FORM:
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT A
-1-
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
LOT 4 TOGETHER WITH PORTIONS OF LOT 1 OF CHULA VISTA TRACT NO. 05-02,
OTAY RANCH FREEWAY COMMERCIAL SECTIONAL PLANNING AREA, IN THE CITY
OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO
MAP THEREOF NO. 15037, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN
DIEGO COUNTY JUNE 30, 2005, AND AS CORRECTED BY A CERTIFICATE OF
CORRECTION RECORDED JANUARY 3, 2008 AS INSTRUMENT NO. 2008-0003099, AND
FURTHER CORRECTED BY A CERTIFICATE OF CORRECTION RECORDED AUGUST
10, 2009 AS INSTRUMENT NO. 2009-0446488, BOTH OF OFFICIAL RECORDS, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE
NORTHERLY LINE THEREOF NORTH 71°57’30” EAST (RECORD N71°57’21”E PER SAID
MAP), 176.03 FEET TO THE SOUTHERLY LINE OF PARCEL 40015-1 GRANTED TO SAN
DIEGO ASSOCIATION OF GOVERNMENTS PER GRANT DEED RECORDED DECEMBER
29, 2016 AS DOCUMENT NO. 2016-0714265, OF OFFICIAL RECORDS, BEING THE
BEGINNING OF A NON-TANGENT 512.50 FOOT RADIUS CURVE CONCAVE
NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 00°25’59” WEST;
THENCE LEAVING SAID NORTHERLY LINE ALONG SAID SOUTHERLY LINE
EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF
18°28’26” A DISTANCE OF 165.25 FEET; THENCE NORTH 71°57’33” EAST, 456.08 FEET
TO THE WESTERLY LINE OF SAID LOT 4, SAID POINT BEING THE BEGINNING OF A
NON-TANGENT 1123.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE
TO SAID POINT BEARS SOUTH 83°07’32” WEST; THENCE NORTHERLY ALONG SAID
WESTERLY LINE AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF
00°04’26” A DISTANCE OF 1.45 FEET TO SAID NORTHERLY LINE; THENCE LEAVING
SAID PARCEL 40015-1 ALONG THE NORTHERLY LINES OF SAID LOTS 1 AND 4 NORTH
71°57’30” EAST, 54.59 FEET; THENCE LEAVING SAID NORTHERLY LINE SOUTH
18°02’30” EAST, 53.83 FEET; THENCE SOUTH 17°31’53” EAST, 59.68 FEET TO THE
BEGINNING OF A 138.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 04°15’24” A DISTANCE OF 10.25 FEET TO THE BEGINNING OF A 1054.00
FOOT RADIUS REVERSE CURVE CONAVE NORTHEASTERLY, A RADIAL LINE TO
SAID POINT BEARS SOUTH 76°43’31” WEST; THENCE SOUTHEASTERLY ALONG THE
ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 05°51’47” A DISTANCE OF
107.86 FEET; THENCE SOUTH 19°08’17” EAST, 61.22 FEET TO THE BEGINNING OF A
172.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE
SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE
OF 09°56’23” A DISTANCE OF 29.84 FEET; THENCE SOUTH 29°04’40” EAST, 38.74 FEET
TO THE BEGINNING OF A 436.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY;
THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 04°17’15” A DISTANCE OF 32.63 FEET; THENCE SOUTH 24°47’25” EAST,
27.79 FEET TO THE BEGINNING OF A 352.00 FOOT RADIUS CURVE CONCAVE
SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 10°53’57” A DISTANCE OF 66.96 FEET TO THE
BEGINNING OF A 375.00 FOOT RADIUS COMPOUND CURVE CONCAVE
SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 06°11’07” A DISTANCE OF 40.48 FEET; THENCE
SOUTH 07°42’21” EAST, 106.90 FEET; THENCE SOUTH 82°00’00” WEST, 268.88 FEET;
THENCE SOUTH 07°50’53” EAST, 0.96 FEET TO THE BEGINNING OF A NON-TANGENT
20.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID
POINT BEARS NORTH 07°50’53” WEST; THENCE SOUTHWESTERLY ALONG THE ARC
OF SAID CURVE THROUGH A CENTRAL ANGLE OF 83°02’49” A DISTANCE OF 28.99
FEET; THENCE SOUTH 82°00’10” WEST, 13.11 FEET TO A POINT IN THE SOUTHERLY
LINE OF SAID LOT 4; THENCE ALONG SAID SOUTHERLY LINE SOUTH 07°59’50”
EAST, 15.58 FEET; THENCE SOUTH 82°00’10” WEST, 11.00 FEET; THENCE LEAVING
SAID SOUTHERLY LINE SOUTH 08°00’00” EAST, 164.92 FEET; THENCE SOUTH
82°00’00” WEST, 12.50 FEET; THENCE NORTH 72°31’00” WEST, 28.00 FEET; THENCE
SOUTH 81°37’00” WEST, 510.42 FEET; THENCE NORTH 08°00’00” WEST, 92.41 FEET;
THENCE SOUTH 82°00’00” WEST, 10.37 FEET; THENCE NORTH 08°00’00” WEST, 38.81
FEET; THENCE SOUTH 82°00’00” WEST, 40.54 FEET; THENCE NORTH 74°57’00” WEST,
14.00 FEET TO THE BEGINNING OF A 61.50 FOOT RADIUS CURVE CONCAVE
NORTHEASTERLY; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 31°34’57” A DISTANCE OF 33.90 FEET; THENCE
SOUTH 82°00’00” WEST, 72.36 FEET TO A POINT IN THE WESTERLY LINE OF SAID
LOT 1; THENCE ALONG SAID WESTERLY LINE NORTH 02°42’33” WEST, 16.85 FEET;
THENCE NORTH 00°45’27” WEST, 86.28 FEET; THENCE NORTH 01°42’40” WEST, 25.65
FEET; THENCE NORTH 00°44’18” WEST, 168.03 FEET; THENCE NORTH 01°53’44” EAST,
149.93 FEET; THENCE NORTH 02°31’58” EAST, 31.90 FEET; THENCE NORTH 02°45’18”
EAST, 60.52 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THE HEREINABOVE DESCRIBED PARCEL OF LAND ANY
PORTION LYING WITH LOT 5 OF SAID MAP NO. 15037.
THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 14.591 ACRES, MORE
OR LESS.
PARCEL B
BEGINNING AT AN ANGLE POINT IN THE SOUTHWESTERLY LINE OF SAID LOT 1,
SAID POINT BEING THE WESTERLY TERMINUS OF THAT CERTAIN COURSE AS
SHOWN ON SAID MAP BEARING NORTH 82°00’00” EAST, 216.95 FEET; THENCE
ALONG SAID SOUTHWESTERLY LINE NORTH 81°59’56” EAST, 76.88 FEET; THENCE
LEAVING SAID SOUTHWESTERLY LINE NORTH 07°59’50” WEST, 7.10 FEET TO THE
BEGINNING OF A 2.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CUVE THROUGH A CENTRAL ANGLE
OF 90°00’00” A DISTANCE OF 3.14 FEET; THENCE SOUTH 82°00’10” WEST, 17.00 FEET;
THENCE NORTH 07°59’50” WEST, 243.00 FEET; THENCE NORTH 82°00’10” EAST, 17.00
FEET TO THE BEGINNING OF A 2.00 FOOT RADIUS CURVE CONCAVE
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT A
-3-
NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 90°00’00” A DISTANCE OF 3.14 FEET; THENCE
NORTH 07°59’50” WEST, 7.10 FEET; THENCE SOUTH 82°00’10” WEST, 167.84 FEET TO
THE WESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY LINE SOUTH
11°45’18” EAST, 45.01 FEET; THENCE SOUTH 14°13’28” EAST, 39.16 FEET; THENCE
SOUTH 15°13’56” EAST, 31.49 FEET; THENCE SOUTH 16°55’17” EAST, 30.06 FEET;
THENCE SOUTH 18°01’56” EAST, 45.42 FEET; THENCE SOUTH 19°54’00” EAST, 37.19
FEET; THENCE SOUTH 21°59’19” EAST, 62.50 FEET; THENCE SOUTH 32°17’52” EAST,
39.23 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE LEAVING SAID
WESTERLY LINE ALONG SAID SOUTHWESTERLY LINE NORTH 61°27’47” EAST, 47.93
FEET; THENCE NORTH 28°32’13” WEST, 47.28 FEET TO THE POINT OF BEGINNING.
THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 0.870 ACRES, MORE
OR LESS.
PARCEL C
COMMENCING AT AN ANGLE POINT IN THE SOUTHWESTERLY LINE OF SAID LOT
1, SAID POINT BEING THE WESTERLY TERMINUS OF THAT CERTAIN COURSE AS
SHOWN ON SAID MAP BEARING NORTH 82°00’00” EAST, 216.95 FEET; THENCE
ALONG SAID SOUTHWESTERLY LINE NORTH 81°59’56” EAST, 106.88 FEET TO THE
TRUE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHWESTERLY LINE
NORTH 07°59’50” WEST, 39.69 FEET; THENCE NORTH 82°00’10” EAST, 6.00 FEET;
THENCE NORTH 07°59’50” WEST, 5.00 FEET; THENCE SOUTH 82°00’10” WEST, 6.00
FEET; THENCE NORTH 07°59’50” WEST, 88.60 FEET TO A POINT IN SAID
SOUTHWESTERLY LINE; THENCE ALONG SAID SOUTHWESTERLY LINE NORTH
62°29’09” EAST, 98.43 FEET; THENCE NORTH 81°59’56” EAST, 17.28 FEET; THENCE
SOUTH 08°00’04” EAST, 166.17 FEET; THENCE SOUTH 81°59’56” WEST, 110.07 FEET TO
THE TRUE POINT OF BEGINNING.
THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 0.384 ACRES, MORE
OR LESS.
PARCEL D
COMMENCING AT AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID LOT 1, SAID
POINT BEING THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE AS SHOWN
ON SAID MAP BEARING NORTH 08°00’00” WEST, 571.65 FEET; THENCE ALONG SAID
SOUTHERLY LINE NORTH 08°00’04” WEST, 571.65 FEET; THENCE LEAVING SAID
SOUTHERLY LINE NORTH 14°30’54” WEST, 147.30 FEET TO THE TRUE POINT OF
BEGINNING; THENCE SOUTH 82°00’10” WEST, 167.15 FEET; THENCE SOUTH
04°29’41” WEST, 8.65 FEET; THENCE SOUTH 82°00’10” WEST, 7.05 FEET; THENCE
SOUTH 07°59’50” EAST, 58.58 FEET; THENCE SOUTH 82°00’10” WEST, 82.67 FEET;
THENCE NORTH 07°59’50” WEST, 18.15 FEET TO THE BEGINNING OF A NON-
TANGENT 21.00 FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO
SAID POINT BEARS SOUTH 73°01’11” EAST; THENCE NORTHERLY ALONG THE ARC
OF SAID CURVE THROUGH A CENTRAL ANGLE OF 52°31’30” A DISTANCE OF 19.25
FEET; THENCE NORTH 07°59’50” WEST, 15.94 FEET; THENCE NORTH 22°17’15” WEST,
4.49 FEET; THENCE SOUTH 82°00’10” WEST, 152.22 FEET; THENCE SOUTH 66°44’50”
WEST, 11.40 FEET; THENCE SOUTH 82°00’10” WEST, 6.00 FEET; THENCE NORTH
07°59’50” WEST, 53.17 FEET; THENCE NORTH 82°00’10” EAST, 164.19 FEET TO THE
BEGINNING OF A NON-TANGENT 86.50 FOOT RADIUS CURVE CONCAVE EASTERLY,
A RADIAL LINE TO SAID POINT BEARS SOUTH 81°16’06” WEST; THENCE
NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF
22°31’07” A DISTANCE OF 34.00 FEET; THENCE NORTH 82°00’10” EAST, 7.08 FEET;
THENCE NORTH 07°59’50” WEST, 42.66 FEET; THENCE NORTH 82°00’10” EAST; 75.06
FEET; THENCE SOUTH 07°59’50” EAST, 42.62 FEET; THENCE NORTH 82°00’10” EAST,
7.62 FEET; THENCE SOUTH 07°59’50” EAST, 3.06 FEET TO THE BEGINNING OF A NON-
TANGENT 88.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE
TO SAID POINT BEARS NORTH 63°15’46” EAST; THENCE SOUTHEASTERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°41’11” A DISTANCE
OF 28.70 FEET; THENCE NORTH 82°00’10” EAST, 164.72 FEET; THENCE SOUTH
07°59’50” EAST, 42.16 FEET TO THE TRUE POINT OF BEGINNING.
THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 0.719 ACRES, MORE
OR LESS.
____________________________________________
JIMMY J. ELMORE P.L.S. 8483
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT B
-1-
EXHIBIT B
PROPERTY MAP & SUMMARY OF MINIMUM DENSITY BY LOT
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT C
-1-
EXHIBIT C
TENTATIVE MAP/CVT 22-0002 FOR: OTAY RANCH TOWN CENTER FC-1
CITY OF CHULA VISTA, CALIFORNIA
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT C
-2-
TM Stats table.xls Updated: 8/23/2024
2091/025068-0045
21015114.2 a09/18/24
EXHIBIT D
-1-
EXHIBIT D
RELEASE FORM
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
(Space Above For Recorder’s Use)
RELEASE FROM DEVELOPMENT AGREEMENT
This Release Agreement (“Release”) is made and entered into as of this ____ day of
_______________ (“Effective Date”), by and between the CITY OF CHULA VISTA, a chartered
California municipal corporation (“City”) on the one hand, and __________________, a
____________ (“Owner”) on the other. Collectively, City and Owner may be referred to as
“Parties” and individually, each as a “Party”.
RECITALS
A. On _____________, 2024 the City approved a mixed-use development project
intended to provide, over one or more phases, up to 840 residential dwelling units, while preserving
existing retail space, including the demolition of existing retail space and rebuilding of 37,200
square feet of retail (the “Project”) on a 16.59 acre site (the “Property”). The City also approved
and entered into that certain Development Agreement No. _____ (the “Development Agreement”),
dated as of [_____________], 202[_] and was recorded in the Official Records of the County of
San Diego (“Official Records”) on [_________] as Document No. [______].
B. Pursuant to Section 5.3 of the Development Agreement, upon written request of
Owner and provided that all payments and the requirements and conditions required by the
Development Agreement have been performed, City may execute and deliver to Owner
appropriate release(s) of obligations imposed by the Development Agreement, as necessary to
effect the release of a portion the Property.
C. Owner has requested that City release a portion of the Property, as more particularly
described in Exhibit A attached hereto (the “Released Property”), and City has determined that the
requirements for such a release have been satisfied.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Release. Pursuant to Section 5.3 of the Development Agreement, the City fully and
unconditionally releases and forever discharges the Released Property from all obligations under
the Development Agreement.
2. No Effect on Other Agreements. This Release only affects the Released Property,
and shall not be construed to affect any obligations of the City or the respective developers/owners
of any other portion of the Property.
3. Successors and Assigns. This Release shall be binding upon and inure to the benefit
of the parties hereto and their successors and assigns.
4. Counterparts; Governing Law. This Release may be executed in several
counterparts, each of which counterparts shall be deemed an original instrument and all of which
together shall constitute a single agreement. This Release shall be governed by the laws of the
State of California.
[END OF TEXT; SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE]
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EXHIBIT D
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IN WITNESS WHEREOF, the parties have executed this Release as of the Effective Date.
ATTEST:
By:
City Clerk
CITY:
CITY OF CHULA VISTA,
a Municipal Corporation
By:
APPROVED AS TO FORM:
By:
City Attorney
City of Chula Vista
OWNER:
[NAME]
By:
Its:
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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EXHIBIT D
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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EXHIBIT D
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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EXHIBIT D
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE RELEASED PARCEL
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EXHIBIT E
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EXHIBIT E
TRANSFER AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
(Space Above For Recorder’s Use)
ASSIGNMENT AND ASSUMPTION AGREEMENT
RELATIVE TO DEVELOPMENT AGREEMENT
[Otay [Phase_______]]
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter, the
“Assignment”) is entered into as of this [___] day of [_______________, 20___], by and between
[___________], a [__________] (“Assignor”) and [_____________], a [___________]
(“Assignee”). Assignor and Assignee each are also referred to herein as a “Party” and collectively
as the “Parties”.
RECITALS
A. Assignor is a party to that certain Development Agreement (as the same may have
been any may be further amended, restated or otherwise modified, the “Development
Agreement”) dated as of [_______________], 202[_] with respect to certain real property owned
by Assignor, as such property is more particularly described in the Development Agreement (the
“Project Site”). The Development Agreement was recorded in the Official Records of the County
of San Diego (“Official Records”) on [_______________] as Document No. [_________].
B. Assignor is “Owner” under the Development Agreement with respect to the
portion of the Project Site as more particularly identified and described on Exhibit A attached
hereto (hereafter the “Transferred Property”).
C. Contemporaneously herewith, Assignor has transferred to Assignee Assignor’s
right, title and interest in and to the Transferred Property.
D. Assignor desires to assign and Assignee desires to assume Assignor’s right, title,
interest, burdens and obligations under the Development Agreement with respect to and as related
to the Transferred Property, as more particularly described below.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and correct and are
incorporated herein by this reference.
2. Defined Terms. Initially capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Development Agreement.
3. Assignment of Development Agreement. Subject to the terms and conditions of
this Assignment, Assignor hereby assigns to Assignee, effective as of Assignor’s conveyance of
the Transferred Property to Assignee (the “Assignment Effective Date”), all of Assignor’s right,
title, obligations, and interest under the Development Agreement and the Existing Project
Approvals and any applicable Future Project Approvals with respect to the Transferred Property,
including without limitation any community benefits or fees that are tied to the Transferred
Property applicable to the Transferred Property[, all as more particularly described on Exhibit B],
(collectively, the “Assigned Rights and Obligations”). Assignor retains all of Assignor’s rights,
title, obligations and interest under the Agreement other than the Assigned Rights and Obligations
relating to the portions of the Project Site other than the Transferred Property.
4. Assumption of Development Agreement. Assignee hereby assumes, as of the
Assignment Effective Date, the Assigned Rights and Obligations and agrees to observe and fully
perform all of the duties and obligations of Assignor under the Development Agreement with
respect to the Assigned Rights and Obligations and to be subject to all of the terms and conditions
of the Development Agreement with respect to the Assigned Rights and Obligations, in each case
to the extent arising on or after the Assignment Effective Date. Assignor and Assignee
acknowledge and agree that, from and after the Assignment Effective Date, Assignee shall be the
“Owner” under the Development Agreement and the Existing Project Approvals and any
applicable Future Project Approvals with respect to the Transferred Property and the Assigned
Rights and Obligations. With respect to the Transferred Property, Assignee shall indemnify,
defend and hold harmless Assignor from any and all liability arising from the Development
Agreement from and after the Assignment Effective Date.
5. Binding on Successors. All of the covenants, terms and conditions set forth herein
shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.
6. Notices. The notice address for Assignee under Section [ ] of the Development
Agreement shall be:
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EXHIBIT E
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_______________
_______________
_______________
Attn: ___________
With copy to:
_______________
_______________
_______________
Attn: ___________
7. Counterparts. This Assignment may be executed in as many counterparts as may
be deemed necessary and convenient, and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.
8. Governing Law; Venue. This Assignment and the legal relations of the parties
hereto shall be governed by and construed and enforced in accordance with the laws of the State
of California, without regard to its principles of conflicts of law. All rights and obligations of the
Parties under this Assignment are to be performed in the City of Chula Vista, and the County of
San Diego shall be the venue for any legal action or proceeding that may be brought, or arise out
of, in connection with or by reason of this Assignment.
9. No Waiver. The waiver or failure to enforce any provision of this Assignment
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
10. Further Assurances. Each Party shall execute and deliver such other certificates,
agreements and documents and take such other actions as may be reasonably required to
consummate or implement the transactions contemplated by this Assignment provided the same
does not increase such Party’s obligations and liabilities or reduce such Party’s rights under this
Assignment and/or the Development Agreement other than to a de minimis extent.
11. Severability. If any term, provision, covenant or condition of this Assignment is
held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Assignment shall continue in full force and effect, except to the extent that
enforcement of the remaining provisions of this Assignment would be unreasonable or grossly
inequitable under all the circumstances or would frustrate the fundamental purpose of this
Assignment or the Development Agreement.
12. Interpretation. The Parties acknowledge that this Assignment is the product of
negotiation and compromise on the part of both Parties, and the Parties agree that since both have
participated in the negotiation and drafting of this Assignment, this Assignment shall not be
construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole,
as if both Parties had prepared it.
13. Amendments. Any amendments or modifications to this Assignment must be in
writing, signed by duly authorized representatives of each of the Parties hereto, and recorded in
the Official Records.
14. Recordation. Assignor and Assignee shall record this Assignment against
the Transferred Property in the Official Records contemporaneously with the recordation
of the instrument conveying title to the Transferred Property to Assignee and prior to the
lien of any security interest that will encumber the Transferred Property after the
conveyance.
15. Authority. Each person executing this Assignment represents and warrants that
he or she has the authority to bind his or her respective Party to the performance of its obligations
hereunder and that all necessary board of directors’, shareholders’, partners’, members’,
managers’, and other approvals have been obtained.
[END OF TEXT; SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE]
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EXHIBIT E
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement as of the day and year first above written.
ASSIGNOR:
By:
Name:
Title:
ASSIGNEE:
By:
Name:
Title:
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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EXHIBIT E
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A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of ______________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
2091/025068-0045
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EXHIBIT “A”
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE TRANSFERRED PROPERTY