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HomeMy WebLinkAboutRDA Packet 1999/11/30 CI1~ OF TUESDAY, NOVEMBER 30, 1999 CHULA VISTA COUNCIL CHAMBERS 6:00 P.M. PUBLIC SERV]CES BUILDING (IAVAEDIATELY FO£LOMflNG THE CITY COUNCIL MEETING) ADJOURNED MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ~,lq ~& (-l~-]_ : t,]:1 : 1. ROLL CALL Agency Members Davis, Moot, Padilla, Salas, and Chair Horton ( ]ten] 2 ) (Wil! be voted on immedicuely fo!!owitlg the Co.ncil Consent Ca!endgr during the City Cot~.cil meeting) The staff recommendations regarding the following item(s) listed under the Consent Calendar will be enacted by the Agency by one motion without discussion unless an Agency member, a member of the public or City staff requests that the item be pulled for discussion, lf you wish to speak on one of these items, please fill out a "Request to Speak Form" available in the lobby and submit it to the Secretary of the Redevelopment Agency or the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed after Action Items. Items pulled by the public will be the first items of business. 2. AGENCY RESOLUTION APPROVING AN AMENDED AND RESTATED OWNER PARTICIPATION AGREMENT WITH THE GREENWALD COMPANY FOR THE DEVELOPMENT OF 76,885 SQUARE FOOT BUILDING AT 690 OXFORD STREET WITHIN THE SOUTHWEST REDEVELOPMENT PROJECT ARF..~On 9/22/98, the Agency approved an Owner Participation Agreement with the Greenwald Company for the development of a 76,885 sq. ft. building at 690 Oxford Street. The project is complete and is being occupied by the County of San Diego. The Developer is in the process of obtaining permanent financing for the project and is proposing to make changes to some of the provisions in the OPA in order to expedite the lending process. The modifications are not substantial and will not affect the purpose and intent of the OPA. Staff Recommendation: Agency adopt the resolution. This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within the Agency's jurisdiction that is no~t an item on this agenda. (State law, however, generally prohibits the Redevelopment Agency from taking action on any issues not included on the posted agenda.) lf you wish to address the Agency on such a subject, please complete the "Request to Speak Under Oral Communications Form" available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to the meeting. Those who wish to speak, please give your name and address for record purposes and follow up action. 3. DIRECTOR'S REPORT(S) 4. CHAIR(S) 5. AGENCY MEMBER COMMENTS :1,]' [.Ill :t ~' f?, I ::1 ~' k The meeting will adjourn to Closed Session and thence to the Regularly Scheduled Redevelopment Agency Meeting on December 7, 1999 at 4:00 p.m., immediately following the City Council meeting, in the City Council Chambers. AGENDA -2- NOVEMBER 30, 1999 Unless Agency Counsel, the Executive Director, or the Redevelopment Agency states otherwise at this time, the Agency will discuss and deliberate on the following item(s) of business which are permitted by law to be the subject of a closed session discussion, and which the Agency is advised should be discussed in closed session to best protect the interests of the City. The Agency is required by law to return to open session, issue any reports of final action taken in closed session, and the votes taken. However, due to the typical length of time taken up by closed sessions, the videotaping will be terminated at this point in order to save costs so that the Agency's return from closed session, reports of final action taken, and adjournment will not be videotaped. Nevertheless, the report of final action taken will be recorded in the minutes which will be available in the Office of the Secretary to the Redevelopment Agency and the City Clerk's Office. 6. CONFERENCE WITH REAL PROPERTY NEGOTIATOR --Pursuant to Government Code Section 54~56.8 Property: Agency-owned parcels at the northwest comer of Third Avenue and H Street Negotiating Parties: Redevelopment Agency (Chris Salomone) and Chrismatt Corporation, a California Corporation, dba Pied Company (James V. Pieri) Under Negotiations: Pdce and terms for disposition/acquisition REDEVELOPMENT AGENCY AGENDA STATEMENT ITEM No. MEETING DATE I t/30/9)9 ITEM TITLE: RESOLUTION APPROVING AN AMENDED AND RESTATED OWNER PARTICIPATION AGREEMENT WITH 675 OXFORD, LLC FOR THE DEVELOPMENT OF 76,885 SQUARE FOOT BUILDING AT 690 OXFORD STREET WITHIN THE SOUTHWEST REDEVELOPMENT PROJECT AREA SUBMITTED BY: COMMUNITY DEVELOPMENT DIRECTOR ~ ~ ~ REVIEI~ED BY: EXECUTIVE DIRECTOR ~d~ ~ (4/5TM VOTE: YES__ No X I On September 22, 1998, the Redevelopment Agency Board approved an Owner Participation Agreement (OPA) with The Greenwald Company for the development of a 76,885 square foot office building on the vacant property located at the west-end of Oxford Street. The project is now complete and is being occupied by the County of San Diego. The Developer is in the process of obtaining permanent financing for the project and is proposing to make changes to some of the provisions in the OPA in order to expedite the lending process. The modifications are not substantial and will not affect the purpose and intent of the OPA. The amendment is being presented to the Agency Board for consideration. That the Redevelopment Agency adopt the resolution amending the Owner Participation Agreement. Not applicable. Attached are 1) a copy of the original OPA marked with the proposed changes, and 2) a copy of the Amended OPA. Some of the modifications are of a form nature, including definitional and grammatical references. Other modifications are intended to clarify the intent of the provisions and to acknowledge compliance with the conditions listed in the original OPA. Most of these modifications are minor and innocuous. Following is a list of the most significant changes. · Assignment of rights over the project from The Greenwald Company to Palomar Station, LLC and then on to 675 Oxford, LLC, and the corresponding changes in the name throughout the OPA. · Deletion of language in Section 3A establishing benchmarks for the completion of the project. The project is now completely built. · Modifications to Section 4 provide more flexibility for the Developer in completing the improvements over the MTDB site and links the conditions for the installment of the improvements over the MTDB property with the agreement between the City, MTDB, and the Developer which was Approved by the Agency/City Council on 2-1 PAGE 2, ITEM NO. MEETING DATE I 1/30/99 August 24, 1999. The modifications to this section also introduce the requirement for the City to issue Certificates of Satisfaction after compliance with the Design Review conditions, · Section 6 contains additional language releasing the Developer from responsibility after the transfer of the project to another party. · Language was added to Section 7 indicating that the Redevelopment Agency will be the party to enforce the Developer's responsibilities on behalf of any owner of property within the project area. · The last sentence in Section 10, which gives the Agency the right to terminate approval of the project plans and the agreement in case Developer fails to implement it or abide by it, was deleted removing the Agency's right to terminate approval of the project and the 0PA. This language was unnecessary since the project has already been completed. · Sections 12 (Developer's representations regarding its valid formation) and 13 (Mortgage protection provisions) were added. Conclusion It is staffs opinion that the modifications to the OPA outlined above are not going to affect the OPA or the Agency's right to enforce its provisions. The modifications will expedite the lending process for the Developer and will protect the marketability of the project. Therefore, staff recommends the amendment to be approved. The development of the office building will generate annual tax increment for the Redevelopment Agency fund in the approximate amount of $36,000. The installation of the improvements over the MTDB site, which were the subject of a separate agreement between the Developer, Agency, City, and MTDB, were funded with funds other than Agency's funds. The amendment to the OPA presented in this report does not pose any impacts on those transactions nor does it pose any fiscal impact for the Agency. H:\HOME\COMMDEV~STAFF.REP\I 1-30-99\OPAAmend.REP.doc 2-2 RESOLUTION NO. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AN AMENDED AND RESTATED OWNER PARTICIAPTION AGREEMENT WITH 675 OXFORD, LLC FOR THE DEVELOPMENT OF 76,885 SQUARE FOOT BUILDING AT 690 OXFQRD STREET WITHIN THE SOUTHWEST REDEVELOPMENT PROJECT AREA WHEREAS, on September 22, 1998, the Redevelopment Agency of the City of Chula Vista approved an Owner Padicipation Agreement ("Original OPA") with the owner and developer ("DevelopeF') of the property at 690 Oxford Street for the development of a 76,885 square foot office building; and WHEREAS, DEVELOPER, doing business as Palomar Station LLC, applied for and obtained a Special Use Permit (SUPS-98-04) from the Chula Vista Redevelopment Agency on May 19, 1998 for the establishment of the San Diego County South Bay Health & Human Services Agency Family Resource Center at 690 Oxford Street (the "Project"); and WHEREAS, Palomar Station, LLC applied for and obtained Design Review Committee approval for the Project; and WHEREAS, on October 21, 1998, Palomar Station, LLC transferred the Project to an affiliate by the name of 675 Oxford, LLC; and WHEREAS, the parties desire to supersede the Original OPA in its entirety by entering into this Agreement. NOW, THEREFORE, the Redevelopment Agency of the City of Chula Vista does hereby find, order, determine and resolve as follows: 1. The proposed agreement is consistent with the Southwest Redevelopment Plan and shall implement the purpose thereof. 2. The Amended and Restated Owner Participation Agreement with 675 Oxford, LLC is hereby approved in the form presented and the Chairman is authorized and directed to execute same. 3. The Secretary of the Redevelopment Agency is authorized and directed to record said Amended and Restated Owner Participation Agreement in the Office of the County Recorder of San Diego, California. PRESENTED BY APPROVED AS T© FORM BY Chris Salomone J Director of Community Development en~..~ttorney H:\HOME\COMMDEV~RESOS\OPAAmend RES.doc 2-3 Recording Requested By: CHULA VISTA REDEVELOPMENT AGENCY 276 Fourth Avenue Chela Vista, CA 91910 When Recorded Mail To: CHULA VISTA REDEVELOPMENT AGENCY 276 Fourth Avenue Chela Vista, CA 91910 Attention: Yolanda Garcia (Space Above This L/no For Recorder) APN: 618-200-53 and 618-280-31 OWNER PARTICIPATION AGREEMENT (690 Oxford Street) THIS AGREEMENT is entered into by the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a body corporate and politic (hereinafter referred to as "AGENCY"), and T~.....,,..... ~' ........ ..~ r.v....~...., ......., ~~ a California v., ,.., ..,.,." ....... :"- (hereinafter referred to as "DEVELOPER") effective as of September 22, 199B. WHEREAS, the DEVELOPER owns and desires to develop a certain real property located at ~75 ~ Oxford Street within the SOUTHWEST REDEVELOPMENT Project Area which is subject to the jurisdiction and control of the AGENCY: and, WHEREAS, ~ DEVELOPER~ P~~i~ ~ applied for and obtained a Special Use Permit (SUPS-98-04) from the Chela Vista Redevelopment Agency on May 19, 1998 for the establishment of the San Diego County South Bay Health & Human Services Agency Family Resource Center at ..... ~ Oxford Street [~ ~?~ and, WHEREAS, NOW, THEREFORE, ~qe AGENCY and ~ DEVELOPER agree as follows: 1. The foregoing recitals are incorporated into this Agreement. 2-4 2. The property to be developed is described as Assessor's Parcel Numbers 618-200-53 and 618-280-31 located at ~ Oxford Street and shown as Parcel 4 per Parcel Map No. 12083 recorded on April 29, 1982 at the San Diego County Recorder's Office ("Property"). The Project also includes the development of Assessor's Parcel Number 618- 280-31, oenerally bounded by Oxford Street, the San Diego Trolley Right-Of-Way, and Palomar Street, and referred to in the attached Locator Map as the MTDB Property. 3. The DEVELOPER covenants by and for himself, his heirs, executors, administrators and assigns and all persons claiming under or through them the following: A. DEVELOPER shaft develop the Property in accordance with the AGENCY approved development proposal attached hereto as Exhibit "A" and on file with the AGENCY Secretary, as Document No. RAC0-98-12. B. DEVELOPER shall obtain and fully comply with all necessary State and local governmental permits required for the development and operation of the Project. D. All deeds granting or conveying an ~nterest in the property ............... u ,-,,u--u ....... ;ppc;r 'The grontee herein covenants by and for himself, bis heirs, executors, administrators and assigns, and ail persons e/aiming under or tbreugb thom, that thoro shall he no discrimination against or segregation of, any person or group of persons on account of race, co/or, creed, national origin or ancestry in the sa/e,/ease, sub/ease, transfer, use, occupancy, tenure, or enjoyment of tho premises heroin convoyed, nor si)ail the grantee himself or any persons c/a/ming under or through him establish or perm/t any such practice of discrimination or segregation w/th reference to the selection, location, number, use or occupancy of tenants, lessees, subtenant lessees, or vendees in tho promises herein conveyed. The foregoing covenants sba//run with the/and." E. All leases demising an interest in all or any part of the property, thc fc]!c'.'.'!~.G ]~.nG~:;§c ;~.II ;ppc~.r "The lessee herein covenonts by and for himself, his heirs, executors, administrators and assigns, and ail persons c/aiming under or through him, and this/ease is made and aocepted upon and subjeet to the fo#owing conditions: That there shag bo no discrimination against or segregation of, any person or group of persons, on account of race, co/or, creed, national origin, or ancestry, in tho leasing, sub/easing, transferring use, occupancy, tenure, or enjoyment of the premises herein /eased, nor shall the lessee himself or any persons e/aiming under or through him, establish or permit any such practices of discrimination or segregation with reference to the selection, location, number or use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein/eased," 4. DEVELOPER shall comply with the attached conditions imposed by the Design Review Committee and ~e 2-5 ~t ~ ~ ~/~ ~i~ ...................... e..Ak ~.~,~ ........ · k~ .~.,~,~d ..~. *~ ~-. Si*.'~"~ issuance of a Certificate of Occupancy for the Project. DEVELOPER sba exercise ~ best efforts to enter into an agreement with MTDB and ~ ,,~-~.~.-~.,,°~"~' ...... ~u~..~A ...... ~y for the completion of all required off-site improvements on the MTDB property ..~: ..... . ~. c.~:~:. 9 ~.~.~ (th "MTDB ff it I s") b~' Such aDreement, ............... , ...... u .............. ~ .............................. , ............ 5. DEVELOPER ~.~r~.c; ir. ~1mamtam' ' '".... ..... ~ ............ :--- :- ~~ F RST CLASS COND T A. 9'JTY T9 ),~A)~JTA)N FIRST CLASS CONDITION. Throughout the term of this Agreement, DEVELOPER shall, at DEVELOPER s so e cast and expense, mamntmn the, rcm;~c: ~ and a mprovements mn fmrst c ass condition and repair, and in accordance with all applicable laws, permits, licenses and other governmental authorizations, rules, ordinances, orders, decrees and regulations now or hereafter enacted, issued or promulgated by federal, state, county, municipal, and other governmental agencies, bodies and courts having or claiming jurisdiction and all their respective departments, bureaus, and officials. If the owners fail to maintain the property in a fmrst class cond(tmon , th .......... ~ ........ u.ney ........... or its of ....... T., agents shag have the right to go on the Property and perform the necessary maintenance and the cost of said maintenance shall become a lien against the Property. ~" A ...... ..... u-,,-T AGENCY shall have the right to enforce this lien either by foreclosing on the property or by forwarding the amount to be collected to the Tax Assessor who shall make it part of the tax bill. B. DEVELOPER shall promptty and diligently repair, restore, alter, add to, remove, and replace, as required, the , r~m:;:; ~ and all Improvements to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the Improvements. Any repair, restoration, alteration, addition, removal, maintenance, replacement and other act of compliance under this Paragraph (hereafter collectively referred to as "Restoration") shall be completed by DEVELOPER whether or not funds are available from insurance proceeds or subtenant contributions. The Restoration shall satisfy the requirements of any sub-sublease then in effect for the Prcm;;c; ~ or Improvements with respect thereto or sub-sublease is then in effect, shall be repaired or restored in the building standard shell condition existing immediately prior to the date of such damage or destruction. C. In order to enforce all above maintenance provisions, the parties agree that the Community Development Director ~~ is empowered to make reasonable determinations as to whether the property i$ in a first class condition. If he determines it is not, he (1) will notify the owners in writing and (2) extend a 30-day period to cure. If a cure or substantial progress to cure has not been made within that time, the Director is authorized to effectuate the cure by ~~/~C~ty~ forces or otherwise, the cost of which will be promptly reimbursed by the owners. In the event that there is a dispute over whether the property is in a first class condition or over the amount of work and expense authorized by the Director to cure, the parties a~ree that the City Manager or designee shall resolve that d~spute and both part~es shall be bound by h~s decision ~:~~. In the event that the D~rector dec~des w~thout d~spute, or the C ty Manager dec des d spute, and the C ty to cure 2-6 thc ;..'=::=t :f :utc, then owners hcv; t: ~ reimburse the City within thirty (30) days of demand. If not D..Cm°Tf"~°°rn~rnl?lrt~lr~c£1~l£n.,..., ,.~.,~,. ,...,...., ..... ,.,., ...~.. First class condition and repair, means Restoration which is necessary to keep the. ==;:c: ~~ ;~.u ~=r.;;v;.';,c:;.'.; in efficient and attractive condition, at least substantially equal in quality to the condition which exists when the~v......v.,,~,"""'~;';~"'"' ,..: .........u~..~"~'~~,.,.,.~":":' 9 ore 6. AGENCY and DEVELOPER agree that the covenants of {d~e DEVELOPER expressed herein shall run with the land. DEVELOPER shall have the right, upon prior written approval of AGENCY, i ~[~ to assign its rights and delegate its duties under this Agreement. 7. AGENCY and DEVELOPER agree that the covenants of the DEVELOPER expressed herein are for the express benefit of the AGENCY and for all owners of real property within the boundaries of the SOUTHWEST REDEVELOPMENT Project Area as the same now exists or may be hereafter amended. AGENCY and DEVELOPER agree that the provisions of this Agreement may be specifically enforced in any court of competent jurisdiction by the AGENCY on its own behalf or on behalf of any owner of real property within the boundaries of the SOUTHWEST REDEVELOPMENT Project Area. 8. AGENCY and DEVELOPER agree that this Agreement may be recorded by the AGENCY in the Office of the County Recorder of San Diego County, California. 9. Time is of the essence for each and every obligation hereunder. 10. If DEVELOPER fails to fulfill its obligations hereunder after due notice and reasonable opportunity to cure, DEVELOPER shag be n default hereunder, and ................. , ............... u .................. AGENCY m~' at law or n equl ......................... u ..................... PP .............. J ............. u ........... 11. DEVELOPER acknowledges and agrees that AGENCY'S approval of this Agreement and the Project in no way commits the AGENCY to subsidize the Project or any off-site improvements required therefor. SIGNATURE PAGE FOLLOWS 2-7 SIGNATURE PAGE IN WITNESS WHEREOF THE PARTIES HAVE ENTERED INTO THIS AGREEMENT EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE. "AGENCY" Redevelopment Agency of The City of Chula Vista DATED: By: Shirley Horton, Chairman "DEVELOPER" By: Its Managing Member The Greenwald Investment Company (dba The Groenwald Company), a California corporation DATED: By: Bonnet Greenwald, President NOTARY: Please attach acknowledgment card. APPROVED AS TO FORM BY: John M. Kaheny, Agency Attorney M:IHOMEICOMMDEVITAPIAIDPASI6750XFORD gPA AMENDED.DOC 2-8 Recording Requested By: CHULA VISTA REDEVELOPMENT AGENCY 276 Fourth Avenue Chula Vista, CA 91910 When Recorded Mail To: CHULA VISTA REDEVELOPMENT AGENCY 276 Fourth Avenue Chula Vista, CA 91910 Attention: Yolanda Garcia (Space Above This Line For Recorder) APN: 618-200-53 and 618-280-31 AMENDED AND RESTATED OWNER PARTICIPATION AGREEMENT (690 Oxford Street) THCS AGREEMENT is entered into by the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a body corporate and politic (hereinafter referred to as "AGENCY"), and 675 Oxford, LLC, a California limited liability company (hereinafter referred to as "DEVELOPER") effective as of September 22, 1998. WHEREAS, DEVELOPER owns and desires to develop a certain real property located at 690 Oxford Street within the SOUTHWEST REDEVELOPMENT Project Area which is subject to the jurisdiction and control of the AGENCY; and, WHEREAS, DEVELOPER's predecessor, Palomar Station LLC, applied for and obtained a Special Use Permit (SUPS- 98-04) from the Chula Vista Redevelopment Agency on May 19, 1998 for the establishment of the San Diego County South Bay Health & Human Services Agency Family Resoume Center at 690 Oxford Street (the "Project"); and, WHEREAS, DEVELOPER's predecessor applied for and obtained Design Review Committee approval for the Project; and, WHEREAS, on September 22, 1998 Agency approved an Owner Participation Agreement with Palomar Station, LLC with respect to the Project ("Original OPA"); and WHEREAS, on October 21, 1998 Palomar Station LLC transferred the Project to DEVELOPER, an affiliate thereof; and WHEREAS, DEVELOPER has proposed minor modifications to the Odginal OPA that are acceptable to AGENCY. WHEREAS, the parties desire to supersede the Odginal OPA in its entiret~ by entering into this Agreement. NOW, THEREFORE, AGENCY and DEVELOPER agree as follows: 1. The foregoing recitals are incorporated into this Agreement. 2. The propert7 to be developed is described as Assessor's Parcel Numbers 618-200-53 and 618-280-31 located 2-9 at 690 Oxford Street and shown as Pamel 4 per Parcel Map No. 12083 recorded on April 29, 1982 at the San Diego County Recorder' s Office (the "PmpertT"). The Project also includes the development of Assessor's Parcel Number 618-280-31, generally bounded by Oxford Street, the San Diego Trolley Right-Of-Way, and Palomar Street, and referred to in the attached Locator Map as the "MTDB Property". 3. DEVELOPER covenants by and for himself, his heirs, executors, administrators and assigns and all persons claiming under or through them the following: A. DEVELOPER shall develop the Property in accordance with the AGENCY approved development proposal attached hereto as Exhibit "A" and on file with the AGENCY Secretary, as Document No. RACO-98-12. B. DEVELOPER shall obtain and fully comply with all necessar,/State and local governmental permits required for the development and operation of the Project. C. DEVELOPER shall develop the Property with the Project by October 31, 1999. D. All deeds granting or conveying an interest in the Property, shall contain the following language: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancesto/ in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee himself or any persons claiming under or through him establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenant lessees, or vendees in the premises herein conveyed. The foregoing covenants shall run v~ith the land." E. All leases demising an interest in all or any part of the Properly, shall contain the following language: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group of persons, on account of race, color, creed, national origin, or ancestry, in the leasing, subleasing, transferring use, occupancy, tenure, or enjoyment of the premises herein leased, nor shall the lessee himself or any persons claiming under or through him, establish or permit any such practices of discrimination or segregation with reference to the selection, location, number or use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." 4. DEVELOPER shall comply with the conditions imposed by the Design Review Committee and approved by AGENCY on September 22, 1998. Conditions 1-4 and 6 must be satisfied pdor to the City' s issuance of a Certificate of Occupancy for the Project. DEVELOPER shall exemise its best efforts to enter into an agreement with MTDB and AGENCY for the completion of all required off-site improvements on the MTDB 2210 property (the "MTDB Off-Site Improvements"), as described in that certain Agreement for Use of SD&AE Right of Way and Development of Certain Off-Site Improvements for the County South Bay Family Resource Center approved by the City and AGENCY on August 24, 1999. Such agreement, if approved by MTDB, shall provide for completion of the MTDB Off-Site Improvements prior to issuance of a Certificate of Occupancy for the Project, unless otherwise agreed to by DEVELOPER and AGENCY. Upon satisfaction of Design Review CommitteeFIs Conditions 1-4 and 6, the parties shall execute and cause to be recorded a Certificate of Satisfaction which shall confirm full and complete satisfaction of those conditions. Thereafter, upon satisfaction of Design Review Committee's Conditions 5A and 5B, the parties shall execute and cause to be recorded a Certificate of Satisfaction which shall conform full and complete satisfaction of those conditions. 5. DEVELOPER shall maintain the Property and the Project in FIRST CLASS CONDITION. A. Throughout the term of this Agreement, DEVELOPER shall, at DEVELOPER's sole cost and expense, maintain the Property and all improvements in first class condition and repair, and in accordance with all applicable laws, permits, licenses and other governmental authorizations, rules, ordinances, orders, decrees and regulations now or hereafter enacted, issued or promulgated by federal, state, county, municipal, and other governmental agencies, bodies and courts having or claiming jurisdiction and all their respective departments, bureaus, and officials. If the owners fail to maintain the Property in a "first class condition", AGENCY or its agents shall have the dght to go on the Property and perform the necessary maintenance and the cost of said maintenance shall become a lien against the Property. AGENCY shall have the hght to enforce this lien either by foreclosing on the Property or by forwarding the amount to be collected to the Tax Assessor who shall make it part of the tax bill. B. DEVELOPER shall promptly and diligently repair, restore, alter, add to, remove, and replace, as required, the Property and all improvements to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the improvements. Any repair, restoration, alteration, addition, removal, maintenance, replacement and other act of compliance under this Paragraph (hereafter collectively referred to as the "Restoration") shall be completed by DEVELOPER whether or not funds are available from insurance proceeds or tenant contributions. The Restoration shall satisfy the requirements of any lease or sublease then in effect for the Property or improvements with respect thereto or, if no lease or sub-sublease is then in effect, shall be repaired or restored in the building standard shell condition existing immediately phor to the date of such damage or destruction. C. In order to enforce all above maintenance provisions, the parties agree that the Community Development Director of the City (the "Director") is empowered to make reasonable determinations as to whether the Property is in a first class condition. If he determines it is not, he (1) will notify the owners in wdting and (2) extend a 30-day period to cure. If a cure or substantial progress to cure has not been made within that time, the Director is authorized to effectuate the cure by the City of Chula Vista ("City") forces or otherwise, the cost of which will be promptly reimbursed by the owner. In the event that there is a dispute over whether the Property is in a first class condition or over the amount of work and expense authorized by the Director to cure, the parties agree that the City Manager of the City of Chula Vista (the "City Manager") or his designee, shall resolve that dispute and both parties shall be bound by his decision which shall specify findings of fact. In the event that the Director decides without dispute, or the City Manager decides in dispute, that the owner failed to cure and the City had to cure, then the owner shall reimburse the City within thirty (30) days of demand. If not reimbursed, the City's cost to cure shall constitutes a lien and the City is authorized to record said lien with the County Recorder, upon the Property. Notwithstanding the foregoing, DEVELOPER reserves the dght to pursue a legal action to challenge any City Manager determination hereunder or to remove any lien resulting therefrom. 2~-11 D. First class condition and repair means Restoration which is necessary to keep the Property and Project in efficient and attractive condition, at least substantially equal in quality to the condition which exists when the Project has been completed as provided hereunder. 6. AGENCY and DEVELOPER agree that the covenants of DEVELOPER expressed herein shall run with the land. DEVELOPER shall have the dght, upon pdor wdtten approval of AGENCY which approval will not be unreasonably withheld, to assign its dghts and delegate its duties under this Agreement. If AGENCY reasonably determines that a proposed assignee is financially qualified to fulfill DEVELOPER's obligations under this Agreement, DEVELOPER shall be released from liability hereunder. 7. AGENCY and DEVELOPER agree that the covenants of DEVELOPER expressed herein are for the express benefit of AGENCY and for ail owners of real property within the boundaries of the SOUTHWEST REDEVELOPMENT Project Area as the same now exists or may be hereafter amended. AGENCY and DEVELOPER agree the provisions of this Agreement may be specifically enforced in any court of competent jurisdiction by AGENCY on its own behalf and/or on behalf of any owner of real property within the boundaries of the SOUTHWEST REDEVELOPMENT Project Area. No owner of real property within the boundaries of the SOUTHWEST REDEVELOPMENT Project Area shall be entitled to enforce DEVELOPER's obligations hereunder without first requesting in wdting that AGENCY pursue the desired enforcement and giving AGENCY thirty days in which to accomplish same. 8. AGENCY and DEVELOPER agree that this Agreement may be recorded by the AGENCY in the Office of the County Recorder of San Diego County, California. 9. Time is of the essence for each and every obligation hereunder. 10. If DEVELOPER fails to fulfill its obligations hereunder after due notice and reasonable opportunity to cure, DEVELOPER shall be in default hereunder, and AGENCY shall have all remedies available at law or in equity. 11. DEVELOPER acknowledges and agrees that AGENCY's approval of this Agreement and the Project in no way commits the AGENCY to subsidize the Project or any off-site improvements required therefor. 12. DEVELOPER represents and warrants that it is a validly formed California limited liability company in good standing, that the signator hereto is full authorized to sign this Agreement on its behalf, and that DEVELOPER is duly authorized to enter into and abide by all covenants, terms and conditions of this Agreement. 13. No breach or violation of the provisions of this Agreement shall defeat or render (ii invalid the lien of any modgage, deed of trust or similar instrument secudng a loan made in good faith with respect to the Property or the Project, or (ii) the leasehold interest of any lessee (or sublessee) of a recorded lease (or sublease) or memorandum thereof with respect to the Project or any portion thereof or of the Property or any portion thereof. The provisions of this Agreement shall otherwise bind and benefit any subsequent owner of the Property whose title is acquired by contract, grant deed, judicial or non-judicial foreclosure, deed n lieu of foreclosure or otherwise. SIGNATURE PAGE FOLLOWS 2 12 SIGNATURE PAGE IN WITNESS WHEREOF THE PARTIES HAVE ENTERED INTO THIS AGREEMENT EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE. "AGENCY" Redevelopment Agency of The City of Chub Vista DATED: By: Shirley Horton, Chairman "DEVELOPER" 675 OXFORD, LLC By: Its Managing Member The Greenwald Investment Company (dba The Greenwald Company), a California corporation. DATED: ~OIJ, Z'~; /~'~.~ B~~~~~j~ Be~;~ Greenwald, ~/rt~ident t NOTARY: Please attach acknowledgment card. APPROVED AS TO FORM BY: John M. Kaheny, Agency Attorney H:\HOME\COMMDEV~TAPIA\OPAS~AMEN DED 690 OXFORD ST OPA,DOC 2-13 ALL-PURPOSE ACKNOWLEDGEMENT State of Califorg'~ CounIy of personally appeared ~personally known to me - OR - [] 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 ~,,, ~ C0mm.'#12306139 %iff capacity(ies), and that by his/her/their ~{~J ,om'/pUBUC.CAU~0~m ~ signatures(s) on the instrument the person(s), \~"a~J S~nOie~oCoum ~ or the entity upon behalf of which the >L~- ~!?"~'-t?~!!~t~!~'!0?3- person(s) acted, executed the instrument. ~:~~NESS my hand and official seal. j NOTARY 'S SIGN~URE OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgement to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT [] INDIVIDUAL [] CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT [] PARTNER(S) [] ATTORNEY-IN-FACT NUMBER OF PAGES [] TRUSTEE(S) [] GUARDIAN/CONSERVATOR DATE OF DOCUMENT [] OTHER: OTHER SIGNER IS REPRESENTING: RIGHT THUMBPRINT NAME OF PERSON{S) OR ENTITY(IESI OF SIGNER APA 5/99 VALLEY-SIEI~A~, b~62-3369 2-15 SOUTH ELEVATION EAST ELEVATION ,,,.-.,~ NORTH ELEVATION FAMILY SERVICE CENTER PAL O MAR STAT I ON L LC 2-16 RR~T FLOOR PLAN FAMILY SERVICE CENTER P A L 0 M A R S T A T I O N L L C 2c 17 SECOND FLOOR PLAN FAMILY SERVICE CENTER P A L O M A R S T A T I O N L L C 2-18 EXHIBIT B Conditions of Approval Owner Participation Agreement Palomar Station, LLC 690 Oxford Street Chu[a Vista, CA DESIGN REVIEW CONDITIONS OF APPROVAL 1. Comply with all conditions of approval of Special use Permit SUPS-98-04 as approved by the Chula Vista, Redevelopment Agency pursuant to Resolution No. 1583. 2. To the satisfaction of the City Engineer, complete the following: A. On the MTDB parcel, modify the sidewalk to curve further to the west where it meets the public right-of-way. B. Place a pipe rail with a "Cross at Corner" and arrow sign at end of the sidewalk behind the curb. C. Construct a decorative fence in the Palomar Street median from the trolley crossing gate structure easterly, 200 feet beyond the MTDB parcel's easterly property line. D. Construct the missing sidewalk on the north side of Palomar Street to the west, including a handicap ramp to the northeast corner of Industrial Boulevard and Palomar Street. E. Reconstruct the curb return at the southeast corner of Palomar street and industrial to a smaller curb return radius and relocate the existing traffic signal. F. Modify left turn phasing from Industrial Boulevard to Palomar Street. 3. Subject to the approval of MTDB and the City Engineer: A. Remove a portion of sidewalk on the trolley parcel adjacent to Palomar street and plant shrubbery in its place and construct decorative fending along the entire northern frontage of the trolley parcel. B. Construct an access ramp to handicapped standards from industrial Boulevard to the trolley station adjacent to tho existing stairs. C. In the event MTDB does not approve 3.A or3.B above, place a pipe rail with a "Cross at Corner" and arrow sign at the end of the trolley parcel sidewalk behind the curb. 4. Prior to submittal of any building permit application, submit a modified final landscape plan(s) for review and approval of the Landscape Planner, modifying said landscape plan(s) as follows: A. Add more detail on the pedestrian link through the MTDB parcel. Cross-sections showing how the walkway running through that area are needed to understand how the design functions within a retention basin design. Tho exact "limits" of the retention basin area should he identified on the plan. Currently this proposal is not supportable. An emphasis on pedestrian accessibility is not evident from the design. More information is also needed to explain how the different plan groupings will be maintained distinct from other groupings. A hard edge material is needed. B. More information is also needed to explain how the different plant groupings will be maintained distinct from other groupings. A hard edge material is needed. 2-19 EXHIBIT B Conditions of Approval Owner Participation Agreement Palomar Station, LLC 690 Oxford Street Chula Vista, CA C. Through a Memorandum of Understanding with MTDB, $454,000 has been set aside to beautify the trolley corridor that runs through the City. A landscape architectural firm has been hired to work with the city and local residents to develop a conceptual plan to provide landscaping. The project area includes the Palomar Street area. Prior to City approval of any landscape design for the MTDB parcel, the project landscape architectural firm hired by the City to design the 4-mile corridor. Compatibility with the trolley corridor project will then be determined. D. A buffering treatment shag be provided in the planting area along the trolley line in front of the "day care" building. Tree forms shall be provided. 5. Precise Plan requirements: A. Prior to construction of the day care facility provide adequate phasing, site plan and architectural information for review of the Design Review Committee such that an informed recommendation can he made to the Chula Vista Redevelopment Agency. B. Provide adequate off-site parking by submitting a reciprocal parking agreement or covenant of easement, whichever is applicable, for the perking area on the adjacent parcel to the east of the Project parcel. 6. Submit the following to the Design Review Committee for review and approval prior to issuance of any building permit: A. Signage for the Project. B. A hardscape plan to show all areas where textured and/or colored herdscape will be installed. C. A lighting plan for both the MTDB parcel and the parcel upon which the building is to be constructed. Said lighting plan shag also indicate the locations of bollards, fencing and vehicular and pedestrian obstructions. 2 - 20