HomeMy WebLinkAboutRDA Packet 2003/04/15
'" declare under penalty of perju;;' tl1af' 8m""" -
emplo"ad b" t' e ',:it'J of ChlJ'a Vista in the '
~ '~l]rnun t/ f:""'1')lTIOnt [eerilll,,"t and that I posted
~~genr1.?!~.(": !~~.) on the 8u!letm Board at the
...~__f_~ Serv;ces ;:"uildmg and at City Hall on
~;}~~ ..//11/0.9 SIGNED '77{tUQ.,
CHUlA VISfA
..
TUESDAY, APRIL 15, 2003
6:00 P.M.
(immediately following the City Council meeting)
COUNCIL CHAMBERS
PUBLIC SERVICES BUILDING
JOINT MEETING OF THE
REDEVELOPMENT AGENCY I CITY COUNCIL
OF THE CITY OF CHULA VISTA
CALL TO ORDER
ROLL CALL
Agency/Council Members Davis, McCann, Rindone, Salas; Chairman/Mayor Padilla
CONSENT CALENDAR
The staff recommendations regarding the following item(s) listed under the Consent Calendar will be enacted
by the Agency/Council by one motion without discussion unless an Agency/Council member, a member of the
public or City staff requests that the item be pulled for discussion. If 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 wjll be
discussed after Action items. Items pulled by the public will be the first items of business.
1. APPROVAL OF MINUTES ,- April 1, 2003
2. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA APPROVING THE FOURTH AMENDMENT TO THE GATEWAY CHULA
VISTA PROJECT DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) -
The first Phase of ,the Gateway Chula Vista Project has now been
completed. Phase II construction drawings are ready for submittal for
building permits and should get underway this spring, pending approval of
construction financing. This Fourth Amendment to the Gateway Chula Vista
Project DDA provides for several changes in the Schedule of Performance
and timing of release of the Second and Third Installment Payments in order
to better reflect the revised development schedule and to more effectively
assist the Project during Phase II. [Community Development Director]
STAFF RECOMMENDATION: Adopt the resolution.
3. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA
VISTA APPROVING DESIGN REVIEW PERMIT (DRC-03-11) AND ADOPTING
AN OWNER PARTICIPATION AGREEMENT TO ALLOW THE
CONSTRUCTION OF A 30,000 SQUARE FOOT BUILDING FOR
RETAIL/WAREHOUSE USES AT 830 BAY BOULEVARD WITHIN THE
BAYFRONT SPECIFIC PLAN (FOSTER INVESTMENT CORPORATION) - The
applicant has filed applications for a Design Review Permit and a Coastal
Development Permit to develop the subject property. Development
proposals for the Bayfront Redevelopment Area and Coastal Zone are
procedurally governed by the Bayfront Specific Plan/Coastal Development
Permit Procedures Manual. The Design Review Committee has reviewed the
application for a Design Review Permit and has forwarded a recommendation
to the Redevelopment Agency. After the Design Review Permit has been
approved, a Coastal Development Permit may be issued by the City Council
if the project is found to be consistent with the policies and provisions of the
Local Coastal Program. The Planning and Environmental Manager has
determined that this project will not have a significant adverse impact on the
environment and is categorically exempt from the California Environmental
Quality Act (CEQA) under Class 32, Infill Development Projects.
[Community Development Director]
STAFF RECOMMENDATION: Adopt the resolution.
ORAL COMMUNICATIONS
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~ 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.) If 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.
OTHER BUSINESS
4. DIRECTOR'S REPORTlS)
5. CHAIR/MAYOR REPORTlS)
6. AGENCY/COUNCIL COMMENTS
Redevelopment Agency, April 15, 2003
Page 2
ADJOURNMENT
The meeting will adjourn to a closed session and thence to the regular meeting of
the Redevelopment Agency on May 6, 2003, at 4:00 p.m., immediately following
the City Council meeting in the City Council Chambers.
CLOSED SESSION
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 dosed 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, announcements of actions taken in Closed Session shall be made by Noon on
Wednesday following the meeting at the City Clerk's office in accordance with the Ralph Brown Act (Govt.
Code ~ 54957.7)
7. CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING LITIGATION --
Pursuant to Government Code Section 54956.9(a)
City/Agency vs. IT Group, Inc., et. al. [Case No. 02-10118 (MFW)]
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
The City of Chula Vista, in complying with the Americans with Disabilities Act (ADA), request individuals who
require special accommodates to access, attend, and/or participate in a City meeting, activity, or service
request such accommodation at least 48 hours in advance for meetings and five days for scheduled services
and activities. Please contact the Secretary to the Redevelopment Agency for specific information at (619)
691,5047 or Telecommunications Devices for the Deaf (TOO) at (619) 585,5647. California Relay Service is
also available for the hearing impaired.
Redevelopment Agency, April 15, 2003
Page 3
MINUTES OF AN ADJOURNED REGULAR MEETING OF THE
CITY COUNCIL AND A REGULAR MEETING OF THE REDEVELOPMENT AGENCY
OF THE CITY OF CHULA VISTA
April I, 2003
4:00 p.m.
An Adjourned Regular Meeting of the City Council and a Regular Meeting of the
Redevelopment Agency was called to order at 4:30 p.m. in the Council Chambers, located in the
Public Services Building, 276 Fourth Avenue, Chula Vista, California.
PRESENT: Agency/Councilmemb(~rs: Davis, McCann, Rindone, Salas, and Chair/Mayor
Padilla
ABSENT: Agency/Councilmembers: None
ALSO PRESENT: Executive Director/City Manager Rowlands, Agency/City Attorney
Moore, and City Clerk Bigelow
CONSENT CALENDAR
1. APPROVAL OF MINUTES OF February 25 and March 4, 2003.
Staff recommendation: Council/Agency approve the minutes.
2. COUNCIL RESOLUTION NO. 2003-133 AND AGENCY RESOLUTION NO. 1817,
JOINT RESOLUTION OF THE REDEVELOPMENT AGENCY AND CITY
COUNCIL OF THE CITY OF CHULA VISTA APPROVING A PROPERTY
ACQUISITION STIPULATED SETTLEMENT WITH THE RADOS BROTHERS AS
OWNERS OF THE VACANT PROPERTY AT THE SOUTHWEST CORNER OF
BAY BOULEVARD AND F STREET IN THE BA YFRONT REDEVELOPMENT
PROJECT AREA AND APPROPRIATING $517,600 FROM THE MERGED PROJECT
AREA FUND AS A LOAN REPAYMENT TO THE BAYFRONT/TOWN CENTRE I
FUND AND APPROPRIATING THESE FUNDS IN THE BA YFRONT/TOWN
CENTRE I FUND FOR THE SETTLEMENT PAYMENT (4/5THS VOTE
REQUIRED)
In December 1999, the City, the Redevelopment Agency, the San Diego Unified Port
District, and Goodrich entered into an agreement that facilitated the consolidation of the
Goodrich manufacturing and administrative office complex to the north of H Street,
allowing their property south of H to become available for a higher and better use
development adjacent to the Chula Vista Marina. The agreement included an obligation
of the City/Agency to pursue acquisition and subsequent transfer of the privately owned,
3.02-acre, vacant property at the southwest comer of Bay Boulevard and Lagoon Drive
(F Street) to Goodrich for inclusion in its new corporate campus north of H Street. The
proposed resolution approves the final property acquisition settlement payment of
$517,600 to the Rados Brothers as the current property owner. (Community
Development Director)
Staffrecommendation: Agency/Council adopt the resolution.
CONSENT CALENDAR (Continued)
ACTION:
Mayor Padilla offered the Consent Calendar, headings read, texts waived. The
motion carried 5-0.
ORAL COMMUNICATIONS
There were none.
ACTION ITEMS
3. COUNCIL RESOLUTION NO. 2003-134 AND AGENCY RESOLUTION NO. 1818,
JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA APPROVING (1) A POLANCO ACT
AGREEMENT BETWEEN THE AGENCY AND THE SAN DIEGO REGIONAL
WATER QUALITY CONTROL BOARD REGARDING A REMEDIAL ACTION
PLAN FOR THE "OMAR RENDERING SITE" ON MAIN STREET IN CHULA
VISTA; AND (2) A RISK ALLOCATION AGREEMENT BETWEEN THE AGENCY,
THE CITY, THE PROPERTY OWNER AND THE DEVELOPER IN CONNECTION
WITH SAME
The Polanco Redevelopment Act (HSC Section 33459 et. seq.) provides the
Redevelopment Agency unique tools to allow redevelopment of brownfield sites.
Brownfield sites, defined as those either perceived to have or having actual
environmental contamination, are among the most challenging to redevelop. Staff
recommends use of this authority on the former Omar Rendering site (LandBank site) so
that redevelopment can occur for auto park purposes. (Community Development
Director)
Senior Community Development Specialist Beard explained the benefits of Polanco Act
provisions and the history of the site, which has water contamination. The risk allocation
agreement between the City, Redevelopment Agency, land owner and developer requires that
adequate financing be available to clean up the site.
ACTION:
Agency/Councilmember McCann offered Council Resolution No 2003-134 and
Agency Resolution No. 1815, headings read, texts waived. The motion carried
5-0.
OTHER BUSINESS
4. DIRECTOR'S REPORTS
There were none.
5. CHAIRlMAYORREPORTS
There were none.
Page 2 CounciVRDA Minutes
03/04/03
OTHER BUSINESS (Continued)
6. AGENCY/COUNCIL COMMENTS
There were none.
ADJOURNMENT
At 4:48 p.m., Chair/Mayor Padilla adjourned the Redevelopment Agency to its Regular Meeting
on April 8, 2003, at 6:00 p.m., immediately following the City Council Meeting.
Susan Bigelow, CMC, City Clerk
Page 3 CounciVRDA Minutes
03/04/03
PAGE I, ITEM NO.: d..
MEETING DATE: 04/15/2003
REDEVELOPMENT AGENCY AGENDA STATEMENT
ITEM TITLE: RESOLUTION APPROVING THE FOURTH AMENDMENT TO THE
GATEWAY CHULA VISTA PROJECT DISPOSITION AND
DEVELOPMENT AGREEMENT (DDA)
SUBMITTED BY: COMMUNITY DEVELOPMENT DIRECTOR L~~ Ll^
REVIEWED BY: EXECUTIVE DIRECTOR (; ~ .0"
f, ,
4/STHS VOTE: YES D NO 0
BACKGROUND
The first Phase of the Gateway Chul" Vista Project has now been realized, with completion of
construction along the Third Avenue frontage. Phose II construction drawings are ready for submittal
for building permits ond should get underway this spring, pending approval of construction
financing. This Fourth Amendment to the Gateway Chula Vista Project DDA provides for several
changes in the Schedule of Performance and timing of release of the Second and Third Installment
Payments in order to better reflect the revised development schedule and to more effectively assist
the Project during Phase II.
RECOMMENDATION
Adopt the Resolution approving the Fourth Amendment to the Gateway Chula Vista Disposition
ond Development Agreement.
BOARDS/COMMISSIONS RECOMMENDATION
Not applicable.
DISCUSSION
The existing Gateway Chula Vista Project DDA Schedule of Performance required the completion
of Phase II construction on or before December 1, 2003 (three years after receipt by the Agency
of bond proceeds for the proiect.) Due to market conditions and proiect financing issues,
construction of Phase II has not yet begun and the developer will be unable to complete the
proiect in the original timeframe required by the DDA. As a result, the developer has requested
an extension to complete Phase II construction, The revised deadline would be October 10,
2004. Staff concurs with the need for the time extension, based on the success to date of Phase I
(now 92 percent leased) and on the. difficulties in financing major construction in the post-
September 11th environment.
.;;. - I
PAGE 2, ITEM NO.:
MEETING DATE: 04/15/2003
The Amendment also shifts the timing of releose of the Second and Third Installment payments,
based on the experience with Phase I and in order to help maximize the benefit of the Agency's
financial participafion. The payments were fo be made upon occupancy of Phase II (Second
Installment) and upon reaching seventy-five percent lease-up (Third Installment.) In consultation
with the development team, staff is recommending that the Second Installment be released upon
issuance of the Phase II building permit and that the Third Installment payment be split into two
equal payments, one disbursed at Certificate of Occupancy and one upon 50% lease-up of Phase
II. This timing better leverages private equity and construction financing necessary for Phase II to
move forward. The timing is also consistent with the approach to and timing of release of funds
for the First Instollment as reflected in the First Amendment to the DDA.
Scheduled Item
Completion of Phase II
Constructian
Releose of Installment
Payment No.2
Release of Installment
Payment No.3
Existina DDA
DDA as Amended
December 1, 2003
October 10, 2004
Certificate of Occupancy
Issuance of Building Permit
with 95% lease-up of Phase i
50% at Certificate of Occupancy
75% Lease-Up and 25%
of Phase II
Phase II Project Cost
Accounting Review
Release of Payment No.2
50% at 50% lease-up
Release of Payment No.3
The overall schedule of Phase II of the development IS attached. The significant upcoming
milestones include the following:
Phase II Parkina Structure
Submit for Plan Check
Pull Building Permits
Building Completion
August 14, 2002 (in process)
March 14,2003
November 14, 2003
Phase II Buildino
Submit for Plan Check July 14, 2003
Pull Building Permits September 26, 2003
Eligible for Agency Installment Payment No.2
Building Completion October 8, 2004
Eligible for Agency Installment Payment No.3
The Project itself has been well received in the marketplace, with 92 percent occupancy at the
time of writing. With only Phase I completed at this time, there have been continuing issues with
ingress and egress from the partially completed parking structure. Completion of the Phose II
parking structure should improve this situation. Phase II will also provide additional restaurants,
including the provision for a very high-end restaurant as required by the DDA. This restaurant
will need to be at least 6000 sq. ft. in size, with first class, first quality full service, sit-down dining.
In addition, Phase II provides the redevelopment area with significant numbers of new downtown
employees (approximately 400-500) who will be shopping and dining in the downtown area.
.;2-J...
PAGE 3, ITEM NO.:
MEETING DATE: 04/15/2003
FISCAL IMPACT
The actual disbursement of bond proceeds tied to the Second and Third Installment Payments
should remain foirly consistent with the dates anticipated in the original DDA. There should
therefore be no net fiscal impact to the Agency.
ATTACHMENTS
Fourth Amendment
Phase II Construction Schedule
Phase II Site Pia n
J:\COMMDEV\STAFF.REP\04-15-03\Fourth Amendment Agenda Statement.doc
~-3
RESOLUTION NO,
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA APPROVING THE FOURTH AMENDMENT TO THE GATEWAY
CHULA VISTA PROJECT DISPOSITION AND DEVELOPMENT AGREEMENT
(DDA)
WHEREAS, the Redevelopment Agency and the Developer (Gateway Chula Vista, LLC) are parties to
that certain Disposition and Development Agreement dated June 6, 2000 ("DDA"), as amended by that certain
First Amendment to Disposition and Development Agreement dated September 25, 2002 ("First Amendment"), as
further amended by that certain Second Amendment to Disposition and Development Agreement dated
December 17, 2001, ("Second Amendment")., and as administratively amended by that certain Third Amendment
to the Disposition and Developmellt Agreement dated April 16, 2002 (the First Amendment, the Second
Amendment, and the Third Amendment are collectively referred to herein as the "DDA"); and
WHEREAS, the DDA relates to redevelopment, development, and operation of a phased First Class, First
Quality 344,000 square foot mixed-use commercial/office project with restaurant and retail components and
common areas, including a five-tier 1300 space parking structure that spans all Phases of the Project; specifically
the retail component will include up to 81,000 square feet with a restaurant, deli, coffee shop, financial institution,
and other retail uses, Phase I will include 102,237 square feet in a five story office tower at the easterly portion of
the Site, Phase II will include 125,000 square feet in a six story office tower, and Phase III will include 117,000
square feet in a six story office tower at the westerly portion ("Project"); and
WHEREAS, timing of construction of the Project's Phase II improvements has been delayed based upon
overall market conditions and demand for offIce and retail space, the effects of the recession on financial lending
institutions, and by the unavoidable impacts of the terrorist attacks in 2001, As a result, the developer is unable to
comply with the original terms of the DDA relating to completion of the aforementioned Phase II improvements;
and
WHEREAS, the timing of release of Agency Installment Payments Two and Three may be ineffective in
the timely collateralization of the Phase II improvements, given the experience with construction financing for
Phase L As a result, the developer has requested a shift in the timing of release of Installment Payments Two
and Three, as provided for hereill, The shift in timing of Agency installment payments should assist the developer
in more easily acquiring construction and/or permanent financing at preferred interest rates;
WHEREAS, Agency is willing to make Developer's proposed adjustments to project schedule and
illstallment payments because (1) the project will benefit from improved financing terms, (2) the proposed
changes do not alter the original DDA framework work projected timing for Agency financial participation; and (3)
the project's continued success is considered an important keystone to the overall success of the City's downtown
redevelopment effort,
NOW, THEREFORE, BE IT RESOLVED the Redevelopment Agency of the City of Chula Vista does
hereby approve the Fourth Amendmellt to the Gateway Chula Vista Project Disposition and Development
Agreement (DDA) in the form presented, with such minor modifications as may be approved or required by the
Agency Attorney,
PRESENTED BY
APPROVED AS TO FORM BY
Laurie Madigan
Director of Community Development
J :\COMMDEV\RESOS\gateway4thamendmentreso.doc
~-c./
FOURTH AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
(Phase II of Gateway Project Schedule of Performance and Timing
of Release of Agency Installment Payments Two and Three)
This FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Fourth Amendment") is entered into as of April I, 2003 ("Effective
Date" or "Date of Fourth Amendment") by and between the REDEVELOPMENT
AGENCY OF THE CITY OF CHULA VISTA, a public body corporate and politic
("Agency") and GATEWAY CHULA VISTA ONE, successor in interest to
GATEWAY CHULA VISTA, LLC, a California limited liability company
("Developer").
A. The Agency and the Developer are parties to that certain Disposition and
Development Agreement dated Jlme 6, 2000 ("DDA"), as amended by that certain First
Amendment to Disposition and Development Agreement dated September 25, 2002
("First Amendment"), as further amended by that certain Second Amendment to
Disposition and Development Agreement dated December 17, 2001 ("Second
Amendment"); and as administratively amended by that certain Third Amendment to the
Disposition and Development Agreement dated April 16, 2002 ("Third Amendment");
the First Amendment, the Second Amendment, and the Third Amendment are herein
referred to as the "DDA").
B. The DDA relates to the development and operation of a phased First Class,
First Quality 344,000 square foot mixed-use commercial/office project with restaurant
and retail components and common areas, including a five-tier 1300 space parking
structure that spans all Phases of the Project; specifically the retail component will
include up to 81,000 square feet with a restaurant, deli, coffee shop, financial institution,
and other retail uses, Phase I will include 102,237 square feet in a five story office tower
at the easterly portion of the Site, Phase II will include 125,000 square feet in a six story
office tower, and Phase III will include 117,000 square feet in a six story office tower at
the westerly portion ("Project").
C. Capitalized terms used in this Fourth Amendment are defined and set forth in
the DDA, unless separately defined in this Fourth Amendment, inclusive of the
Attachments thereto and hereto.
D. Timing of construction of the Project's Phase II Improvements has been
delayed as a result of unfavorable overall market conditions, the effects of the recession
on financial lending institutions, and by the unavoidable impacts of the terrorist attacks in
2001. As a result, pursuant to Section 501.1(c) of the DDA, Developer has requested a
364 day extension oftime to complete the Phase II Improvements.
E. Developer has indicated that timing for payment of the Second and Third
Installment Payments of Agency Participation under the existing DDA are not favorable
enough to attract the necessary debt and equity financing for the construction of Phase II.
02-S
As a result, Developer has requested a shift forward in the timing for payment of such
installments, as provided for herein
F. Agency is willing to adjust Developer's schedule and modify the timing for
the payment of Agency Participation subject to the terms and conditions set forth herein.
G. Pursuant to Section 1315 of the DDA, this Fourth Amendment requires
approval by the Agency Board
NOW, THEREFORE, in consideration of the foregoing recitals, which are a
substantive part of this Fourth Amendment, the covenants and consideration contained
and exchanged herein, Agency and Developer agrees as follows:
1. Revised Definitions. DDA Section WI, definitions (1) "The Second
Installment of the Agency Participation means ... an amount up to One
Million, Seven Hundred and Three Thousand, Three Hundred and Ninety Two
Dollars ($1,703,392). This reflects a sales price for the Phase II Agency
parcels of $103,392.12; and (2) for "Third Installment payment of Agency
participation is hereby amended by adding the following sentence: "This
installment shall be paid in two "sub-installments" as more particularly set
forth in Section 802.2, below.
2. Agencv's Conditions Precedent to Phase II Convevance. DDA Section
506.I(a) is hereby amended and restated as follows:
a. Developer shall provide evidence reasonably satisfactory to the
Agency Counsel that Developer has obtained a binding loan
commitment for financing the construction of the Phase II
Improvement of the Project (or 100% of what remains to be
constructed thereof), Such financing (i) shall be on terms satisfactory
to the Agency, (ii) with a loan (and/or equity) closing prior to or
concurrent with the Phase II Conveyance, and (iii) shall otherwise
comply with the terms and conditions set forth in Section 1309 hereof,
below,
3. Conditions Precedent to the Agencv Second Installment Pavment. The
following new Section 802.1.5 is hereby added to the DDA:
802.1.5 Conditions Precedent to Second Installment Payment of Agency
Participation. The Second Installment Payment of the Agency
Participation shall be paid by the Agency to the Developer within thirty
(30) days of the Developer's satisfaction of all of the following Conditions
Precedent to the Second Installment Payment of Agency Participation,
2 cJ. -"
a. The Phase II Conveyance from Agency to Developer shall have
occurred as evidenced by the close of Escrow for the Phase II
Conveyance to aIT Phase II Parcels.
b. Developer shall have acquired, obtained fee title for, and closed
escrow on the Phase II Developer Parcels.
c. The Developer shall have submitted to the Agency Executive Director
and for review by the Agency's economic consultant a true copy of the
Developer's pro forma line item Project Costs budget for the Phase II
Improvements, inclusive of the Public Improvements as submitted to
the Developer's approved lender for the Construction Financing for
the Phase II Improvements. Developer represents to the Agency that
such submittal shalT and will be the substantially comparable in
amounts and categories of Project Costs as the Base Pro Forma for
Phase II as is on file and attached to this Agreement.
d. True copies of the Base Pro Forma for Phase I and the Base Pro
Forma for Phase II are on file with the Agency Executive Director and
appended to this Agreement.
e. As more fuITy set forth in Section 1309, the Developer shalT provide
proof reasonably satisfactory to the Agency that the Developer has
closed the Construction Financing for the construction of Phase II
Improvements and such loan has achieved Construction Loan Full
Funding Status (as defined in the First Amendment).
f. Developer shall provide the Agency Executive Director a copy of the
contract between the Developer and one or more general contractors
for the construction of the Phase II Improvements, certified by the
Developer to be a true and correct copy thereof; the contract shall
name the Agency as a third party beneficiary and shall contain
enforcement provisions reasonably approved by Agency legal counsel
The general contractor's performance shall be secured with one ofthe
following mechanisms: (1) performance bonds(s) for completion of
the work for Phase II that shalT include the City and Agency named as
beneficiaries and/or additional insureds, issued by a surety company
admitted in California with a "A-V" or better rating, and shall
otherwise be in a form approved by Agency legal counsel; or (2) a
corporate guarantee from Developer and/or contractor, similar to
that provided by the contractor for Phase I; or (3) such other form of
security as may be approved by the Executive Director and Agency
legal counsel in their sole discretion.
g. The Parcel Map for the Phase II Parcels has been recorded in the
Office of the Recorder of the County of San Diego, subject to the
3 cJ.-7
provisions herein relating to preparation and processing of the Parcel
Map(s) for the applicable Phase(s) of the Project,
h. The Agreement Affecting Real Property has been recorded against
the Phase II Parcels in a position superior and non-subordinate to all
monetary liens and other encumbrances as required hereunder.
i. The Developer shall not be in Default of this Agreement, including but
without limitation, compliance with applicable times for performance
as set forth in the Schedule of Performance, and all representations
and warranties of the Developer contained herein shall be true and
correct in all material respects,
j. All development and building approvals and permits for the Phase II
Improvements shall have been issued by the City, the Agency, and any
other governmental agencies with jurisdiction over the Phase II
Improvements and Phase II Parcels required for the Developer to
commence construction ofthe Phase II Improvements on the Phase II
Parcels.
k. The insurance certificates conforming to Section 1304 of this
Agreement shall be up to date and in place,
I. The Developer shall have submitted evidence reasonably satisfactory
to the Agency that the Developer has obtained executed leases to
occupy cumulatively not less than ninety-five percent (95%) of the
gross leaseable area (inclusive of an up to 13% load factor) of the
Phase I Improvements office space, with actual occupancy of not less
than eighty-five percent (85%),
The Agency agrees to cooperate with the Developer in satisfying the
Agency Conditions Precedent to the Second Installment Payment of
the Agency Participation.
4. Conditions Precedent of the Agency Third Installment Pavrnent. Section
802.2 of the DDA is hereby amended and restated in its entirety as follows:
802.2 Conditions Precedent to Third Installment Payment of Agency
Participation,
The Third Installment Payment of Agency Participation shall be paid in
two sub-installments:
802.2.1 The First Sub-Installment. This First Sub-Installment shall not
exceed $776,750 (50% of the total maximum Third Installment) and may
be subject to decreaSI~ as provided in Section 802.2.3, below. Subject to
4 02-~
the evaluation of estimated versus actual Project Costs of construction
and completion of the Phase I Improvements and the Phase II
Improvements as set forth in Section 802.3 below, the First Sub-
Installment of the Third Installment Payment of the Agency Participation
shall be paid by the Agency to the Developer within thirty (30) days after
the later to occur of (i) calculation of the foregoing cash amount pursuant
to Section 802.3 below, and (ii) Developer's satisfaction of all of the
following Conditions Precedent to the First Sub-Installment of the Third
Installment Payment of Agency Participation.
a. Developer shall have obtained from the City Building Official the
Certificate of Occupancy for all of the Phase I Improvements and all
of the Phase II Improvements, exclusive of interior tenant
improvements.
b. True copies of the Base Pro Forma for Phase I and the Base Pro
Forma for Phase II and the Base Pro Forma for Phase III are on file
with the Agency Executive Director and appended to this Agreement,
c. Developer shall have submitted the Reviewed final Project Costs
accounting for the Phase I Improvements and a Reviewed accounting
for Project Costs to date for the Phase II Improvements (to 50%
lease-up), This accounting shall facilitate the Agency's review of the
actual Project Costs of the Phase I Improvements and the Phase II
Improvements (to 50% lease-up) against the Base Pro Forma for
Phase I and the Base Pro Forma for Phase II, Attachment No. 15, in
order to complete the calculations required under Section 802,3
hereinafter,
d. Developer shall have submitted to the Agency Executive Director a
status report on the efforts toward and negotiations with qualified
First Class First Quality Restaurant proprietors for lease, occupancy,
and business operations within the Phase II Improvements of the
Project. Such status shall include letters of interest from potential
Restaurant tenants that meet the tenants' qualifications of Section
1000, et seq. of this Agreement.
e. Developer shall not be in Default of this Agreement, including but
without limitation, compliance with applicable times for performance
as set forth in the Schedule of Performance, and all representations
and warranties of the Developer contained herein shall be true and
correct in all material aspects,
f. The insurance certificates conforming to Section 1304 of this
Agreement shall be up to date and in place, as such relate to the
operation of Phases I and II.
5 e:2-'1
The Agency agrees to cooperate with Developer in satisfying Agency's
Conditions Precedent to the Third Installment Payment of the Agency
Participation.
802.2.2 The Second Sub-Installment. The Second Sub-Installment shall
not exceed $776,750, except as provided in Section 802.2.3, below. The
Second Sub-Installment shall be paid within thirty. (30) days of the
fulfillment by Developer of all the following Conditions Precedent to the
Second Sub-Installment of the Third Installments of Agency
Participation:
(a) The Developer shall not be in Default of this Agreement, including but
without limitation, compliance with applicable times for performance as
set forth in the Schedule of Performance, and all representations and
warranties of the Developer contained herein shall be true and correct in
all material respects.
(b) The insurance certificates conforming to Section 1304 of this
Agreement shall be up to date and in place, as such relates to the
operation of Phase I and Phase II.
(c) The Developer shall have submitted evidence reasonably satisfactory
to the Agency that the Developer has obtained executed leases of not less
than fifty percent (50%) with good credit tenants meeting the tenant
qualifications set forth herein; and Tenants shall be third parties not
related to or affiliated with the Developer leases shall be for use and
occupancy of office and/or retail space in the Phase II Improvements.
(d) The Reviewed Project Costs final accounting(s) and calculation of the
amount of cash payment due under Section 802.2 and 802.3 shall have
occurred and the First Sub-Installment of the Third Installment Payment
of the Agency participation shall have been paid by Agency
The Agency agrees to cooperate with the Developer in satisfying the
Agency Conditions Precedent to the Second Sub-Installment of the Third
Installment Payment of the Agency Participation.
802.2.3 Failure to Commence and Complete Phase II Improvements per
Revised Schedule. In the event that Developer fails to satisfy the Conditions
Precedent to the First Sub-Installment of the Third Installment Payment of the
Agency Participation (by October 10, 2004 (the "Phase II Required
Completion Date") then, for each day after the Phase II Required Completion
Date that these conditions remain unsatisfied $50,000 of the First Sub-
Installment of the Third Installment Payment of the Agency Participation shall
be shifted to the Second Sub-Installment of the Third Installment of Agency
6 c:2-{ 0
Participation and shall be payable only upon satisfaction of all Conditions
Precedent to such Second Sub-Installment..
5. Construction Cost Adiustment Formula Revised to Applv to Third Installment
Payment. DDA Section 802.3 is hereby amended to apply to the amended
Third Installment Payment of the Agency Participation (a maximum payment
of $1,553,500) described in new Section 802.2, amended and restated herein.
To the extent there is a required downward adjustment under Section 802.3,
this adjustment shall be applied first to reduce the amount of the First Sub-
Installment Payment; any remaining adjustment shall be applied to reduce the
amount ofthe Second Sub-Installment payment.
6. Conforming Changes. , Section 802.4 is hereby deleted. Old references to
Sections 802.2 and 802.4 in the DDA are hereby deleted and replaced with
references to Sections 802.1.5 and 802.2, respectively.
7. Schedule of Performance for Phase II Completion. DDA Attachment No.3,
Schedule of Performance, milestone No. 42 is hereby amended and restated as
follows:
Completion of Construction of Phase II Improvements, Developer shall
have completed 100% of the Phase II Improvements of the Project by on
or before October 10, 2004.
All other Schedule of Performance milestones shall remain in full force and
effect.
8. Other Provisions. Except as expressly provided herein, all other terms and
conditions of the DDA shall remain in full force and effect.
[Signature Block for Fourth Amendment begins on Next Page]
7 c:J-((
Signature Page to Fourth Amendment to
Disposition and Development Agreement
IN WITNESS WHEREOF, the Redevelopment Agency of the City ofChula
Vista, as Agency, and Gateway Chula Vista One LLC, as Developer, have signed this
Fourth Amendment to Disposition and Development Agreement as of the Date of Fourth
Amendment.
REDEVELOPMENT AGENCY
OF THE CITY OF CHULA VISTA,
a public body corporate and politic
GATEWAYCHULA VISTA ONE
a California limited liability company
By: Coast Pacific Properties, LLC
Its: Co-Managing Member
By:
Stephen C. Padilla, Chairman.
James V. Pieri, Chairman Manager
By: Chula Vista Asset Management, LLC
Its: Co-Managing Member
Greg Scott, Manager
ATTEST
Agency Secretary
Approved as to form
Approved as to form
Counsel to the Developer
Agency Attorney
J:\ATTORNEY\Glen\Gateway Fourth Amend(:ment A
8 c2 - ( J....
PAGE 1, ITEM NO.:
MEETING DATE:
.3
04/15/03
REDEVELOPMENT AGENCY AGENDA STATEMENT
ITEM TITLE: RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
CHULA VISTA APPROVING DESIGN REVIEW PERMIT (DRC-03-11)
AND ADOPTING AN OWNER PARTICIPATION AGREEMENT TO
ALLOW THE CONSTRUCTION OF A 30,000 SQUARE FOOT
BUILDING FOR RETAIL/WAREHOUSE USES AT 830 BAY
BOULEVARD WITHIN THE BAYFRONT SPECIFIC PLAN (FOSTER
INVESTMENT CORPORATION).
SUBMITTED BY: COMMUNITY DEVELOP~ENT DIRECTOR L~~ Ur-\
REVIEWED BY: EXECUTIVE DIRECTORLP, ~
.\'11'"
If
4/5THS VOTE: YES D NO ~
BACKGROUND
The Applicant, Foster Investment Corporation, has filed applications for a Design Review Permit
ond a Coostal Development Permit to develop the subject property. Development proposals for
the Bayfront Redevelopment Area and Coastal Zone are procedurally governed by the Bayfront
Specific Plan/Coastal Development Permit Procedures Monual. The Design Review Committee
has reviewed the application for a Design Review Permit and has forwarded a recommendation
to the Redevelopment Agency. After the Design Review Permit has been approved, a Coastal
Development Permit may be issued by the City Council if the project is found to be consistent with
the policies and provisions of the Local Coostol Program. The Planning and Environmental
Manager has determined that this proiect will not have a significant adverse impact on the
environment and is categorically exempt from the California Environmental Quality Act (CEQA)
under Class 32, Infill Development Projects.
RECOMMENDATION
Staff recommends that the Agency adopt a resolution approving Design Review Permit (DRC-03-
11), bosed on findings of foct and subject to conditions of opproval, and approving an Owner
Participotion Agreement,
BOARDS/COMMISSIONS RECOMMENDATION
On March 17, 2003, the Design Review Committee voted (3-0) to recommend that the Agency
approve Design Review Permit (DRC-03- 11), based on findings of fact and subject to conditions
of approval.
..3-1
PAGE 2, ITEM NO.:
MEETING DATE:
04/15/03
DISCUSSION
PROPOSAL
The applicant is proposing to develop the subject property with a 30,000 square faot building for
retail/warehouse uses. Building construction would consist of concrete tilt-up panels, storefront
windows, metal screens, and glass block. Associated site improvements would include parking
and landscaping.
PROJECT SETTING
The project site is 0 triangular-shaped parcel that is 3.625 acres in size. The parcel has 1,012
feet of frontage along Bay Boulevard to the east, 962 feet along the San Diego & Arizona Eastern
Railway right-of-way to the west, and 314 feet along its north property line. The project site
shares its northern boundary with an existing development that consists of a
commercial/industrial building, which currently houses the offices of the San Diego County
Health and Human Services Department ond the Pima Medical Group.
The parcel is located on the west side of Bay Boulevard, which ramps up to the l Street overpass
over Interstate 5. There is approximately a 37-foot elevation difference between the northeast
corner of the property and the intersection of l Street and Bay Boulevard. This elevation
difference, along with mature plantings in the 1-5 right-of-way, substantially obscures views of the
site from the freeway and existing land uses to the east and south. Beyond the railrood right-of-
way to the west is the San Diego Port District's property, which includes the South Bay Power
Plant. A mature grove of trees located on the Port District property along the rail line screens
views of the site from the west.
The parcel is largely undeveloped with portions paved and improved for parking. The lot was
previously graded for drainage and erosion control in 1985 as part of the development of the
property to the north, which was also developed by the current project applicant. The subject
property is Parcel 7 of Parcel Map No. 13581, which was recorded in 1984. This porcel map
created seven parcels along both sides of Bay Boulevard, south of I Street and north of l Street.
Parcels 2, 4, and 7 are the remaining undeveloped parcels.
ANALYSIS
Land Use
The proposed use of the site for retail/warehouse uses is consistent with the Bayfront Specific
Plan, Subarea 2, land use classification of General Industrial. This land use district allows a wide
range of uses, including food sales and service, convenience sales and service, general retail
sales, wholesole sales, warehousing, lil~ht industriol, and general industrial. The Bayfront Specific
Plan is incorporated in its entirely into the Generol Plan as the Bayfront Community Plan by
reference and is therefore consistent with the General Plan. The local Coastal Progrom land Use
Plan also references the Bayfront Specific Plan as its Implementation Program,
.3~~
Development Standards
PAGE 3, ITEM NO.:
MEETING DATE:
04/15/03
The proposed project would exceed the Bayfront Specific Pion developmenf standards for the
General Industrial land use district, as indicated in the following table.
Standard
Floor Area Ratio
Front Yard Setbock
Side Yard Setback
Side Yard Setback (ext.)
Rear Yard Setback
Building Height
Parki ng Spaces
Requirement
0.5 (max.)
20 feet
20 feet
15 feet
o feet
44 feet (max.)
150 (min.)
BuildinCl
Proposed
0.2
59 feet
195 feet
468 feet
47 feet
28 ta 36 feet
152
The proposed building footprint is irregular in shope ond conforms to the irregulor shape of the
site, which is deepest along the north properly line and narrows down to the southernmost point.
The front (east) elevotion of the building would be approximately 290 lineal feet wide, the rear
(west) elevation also approximately 290 feet, the north elevation 118 feet, and the south
elevation 55 feet. The building would be constructed primarily of concrete tilt-up panels ranging
in height from 28 to 36 feet.
The highest point would be at the main entry at the northeast corner of the building. This entry
would be concave-shaped and consist of glass block installed in a checkered pottern framing a
glass storefront system. The adiacent walls along the north and east elevations would gradually
decline from 36 feet in height to 28 feet at the northwest and southeast corners of the building.
The remaining walls along the west (rear) and south elevations would maintain a uniform 28-foot
height. A decorative metal screen would top the building along all four elevations. Tinted
storefront windows would be provided along the north, east, and west elevations
A canopy mode of 0 perforated galvanized metal screen would be installed 13 feet above grade
along the entire length of the front elevation of the building as well as olong the north elevation
and partially along the south elevation. This canopy would project horizontally approximately
three to twelve feet from the wall faces and would be articulated by suspending struts installed
perpendicular to the wall faces and by supporting metal framed entryways at five secondary
entrances to the building.
Although typical materials and construction systems found in commercial/industrial applications
are used in the proposed building design, they are used in a manner that is both functional and
decorative. The canopy and supporting structures serve as shelter/screening while adding
aesthetic interest to the building. The irregular footprint of the building itself and its inclined wall
elevations are unique and in fact compliment the irregular shape of the parcel and the elevation
3-3
PAGE 4, ITEM NO.:
MEETING DATE:
04/15/03
differences be!ween the site and the adjacent landscaped right-of-way. The glass block entry
creates a distinct focal point for the building.
Prior to the issuance of building permits, a sign program would be required to be submitted to
the Design Review Committee for review and approval pursuant to the Bayfront Sign Program
(Appendix B of the Bayfront Specific Plan).
Parkina and Circulation
Based on the ratio of one space per 200 square feet of retail floor area, 150 parking spaces are
required. The proposed parking would exceed the required number of parking spaces by
providing approximately 152 parking spaces on site. The ratio for warehousing is one space per
1,000 square feet of floor area; a requirement for 30 parking spaces. The higher retail parking
ratio is applied as the required parking for the proposed project.
An existing driveway off of Bay Boulevard would provide access to the site. The existing
development to the north currently IJses this driveway as a second access point. A shared
driveway for the adjacent properties would be desirable in terms of traffic safety and circulation
by limiting access points and potentially conflicting turn movements along Boy Boulevard. Foster
Investment Corporation currently owns both properties; however, in the event that one property
changes ownership, a reciprocal access easement shall be required be!ween the !WO properties.
A minimum 24-ft. wide driveway would be provided around the entire building to serve parking
and looding needs, as well as fire access. Service entrances and roll-up doors on the rear (west)
elevation of the building provide for loading and access while reducing visibility from Bay
Boulevard. An existing grove planting on the Power Plant Site along the railway right-of-way
creates a visual buffer from the west.
Landscapina
The conceptual landscape plan provides for ground cover and shrubs along the base of the
building; trees and shrubs in the parking lot planters; and groundcover, lawn, shrubs and trees
along the Boy Boulevard frontage. Final landscape and irrigation plans will be required to be
reviewed and approved by the City Landscape Planner for compliance with the City Landscape
Manual prior to the issuance of building permits.
Conformance With Oesian Manual
The proposed project is consistent with the City Design Manual in terms of site layout, access and
circulation, parking, screening, compatibility, architecture, materials, and landscaping.
CONCLUSION
The proposed project is consistent with adopted land use policies and complies with all
applicable development standards, The Design Review Committee's responsibility is limited to
-3 -cf
PAGE 5, ITEM NO.:
MEETING DATE:
04/15/03
the review of site pions, landscaping, ond the exterior design of buildings. Their deliberotions
and action was specific to the project's conformance with the City's Design Manuol; in doing so,
fhe Committee used its discretion in determining that the design aspects of the project conform to
the Design Manual. The Committee has recommended approval, subject to conditions.
FISCAL IMPACT
The total valuation of the proposed improvements is estimated to be $1,200,000. Consequently,
the annual net tax increment would be estimated to be $12,000, and the annual low/moderate
housing set aside would be $2,400.
J:\COMMDEV\STAfF.REP\04-15-03\Marina Gateway.doc
3-S-
RESOLUTION NO,
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF CHULA VISTA APPROVING DESIGN REVIEW PERMIT (DRC-03-
11) AND ADOPTING AN OWNER PARTICIPATION AGREEMENT TO
ALLOW THE CONSTRUCTION OF A 30,000 SQUARE FOOT
BUILDING FOR RETAIL/WAREHOUSE USES AT 830 BAY
BOULEVARD (FOSTER INVESTMENT CORPORATION)
A. RECITALS
1, Project Site
WHEREAS, the parcel, which is the subject matter of this resolution, is represented in Exhibit A
attached hereto and incorporated herein by this reference, and for the purpose of general description is
located at 830 Bay Boulevard, Chula Vista; and
2, Project Application
WHEREAS, on August 12, 2002 a duly verified application for a Design Review Permit (DRC-03-
11) was filed with the City of Chula Vista on behalf of Foster Investment Corporation (Applicant); and
3, Project Description; Application for Design Review Permit
WHEREAS, Applicant requests Design Review Permit approval to develop a 30,000 square foot
building for retail/warehouse uses (Project) as depicted in plalls on file with the Community Development
Department; and
4, Design Review Committee Record on Application
WHEREAS, the Design Review Committee held a duly noticed public hearing to consider said
application on March 17, 2003 and after considering all evidence and testimony presented recommended
by a vote of 3-0 that the Redevelopment Agency APPROVE Design Review Permit (DRC-03-11); and
5, Redevelopment Agency Record on Application
WHEREAS. a duly called and noticed public hearing on the Project was held before the
Redevelopment Agency on April 15, 2003 to receive the recommendation of the Design Review
Committee and to hear public testimony with regard to same;
NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency does hereby find,
determine, and resolve as follows:
B, DESIGN REVIEW COMMITTEE RECORD
The proceedings and all evidence on the Project introduced before the Design Review Committee
at their public hearing on this Project held on March 17, 2003 and the minutes resulting therefrom, are
hereby incorporated into the record of this proceeding,
C. ENVIRONMENTAL DETERMINATION
The Environmental Review Coordinator has prepared a Notice of Exemption in accordance with
the requirements of the California Environmental Quality Act, and the Environmental Review Procedures
of the City of Chula Vista,
..3 - '"
D. CONFORMANCE WITH DESIGN MANUAL
The Redevelopment Agency of the City of Chula Vista does hereby find that the Project is in
conformance with the City Design Manual, as herein below set forth, and sets forth, thereunder, the
evidentiary basis that permits the stated finding to be made,
1, Placement of structures should consider the existing built context of the industrial area,
The proposed building is appropriately located to meet all required setbacks, provide for vehicular
circulation, and maximize access to parking and loading areas, The building is also designed to
conform to the irregular shape of the lot The size and scale of the proposed building is
compatible with the nearest commercialiindustrial building to the north, The building's placement
also allows for shared access and parking,
2, Site access and internal circulation should promote safety, efficiency and convenience,
A void conflicts between vehicles and pedestrians, etc,
A driveway is proposed around the building to maximize vehicular circulation, access to parking
and loading areas, and fire access, Loading and service access is provided at the rear of the
building, opposite most of the storefront entrances, The shared driveway with the adjacent
property to the north would minimize traffic turning movements onto Bay Boulevard,
3, The industrial site should be a self-contained development capable of accommodating its
own automobile and truck parking needs,
The proposed parking would exceed the minimum requirements for retail and warehouse uses.
4, Separate vehicular and pedestrian circulation systems should be provided whenever
possible.
Sidewalks are provided along all storefront elevations of the building and from Bay Boulevard,
Accessible curb ramps and painted pedestrian crossings are incorporated into the circulation
design,
5, Walls serve a major function in the industrial landscape to provide security and to screen
automobiles, loading and storage areas, and utility structures,
No walls are proposed other than for trash enclosures, No other storage areas are proposed,
The building itself serves to screen service entrances located to the rear of the building, The
open layout of the site would be consistent with the existing development adjacent to the north,
6. There is no particular architectural style required for industrial structures,
The proposed architecture is appropriate for a commerciallindustrial building and would be
compatible with other existing industrial and commercial buildings in the area,
7, Heights and setbacks within the same building should be varied and wall planes should
be staggered both horizontally and vertically in order to create pockets of light and shadow and
provide visual relief from monotonous uninterrupted expanses of wall.
The proposed building is irregular in shape and uses varied wall heights, canopies and projecting
supporting structures, offset entryways, and varied cOllstruction materials to create visual relief in
an industrial building,
B, Colors and material should be consistent with the chosen architectural style and
compatible with the character of surrounding development.
-3 -7
The proposed colors and materials are consistent with the contemporary architecture of the
building, which in turn is compatible with the surrounding industrial deveiopment. Colors and
materials samples are required to be submitted to the Design Review Committee for review and
approval.
9, All mechanical equipment shall be screened from view.
This requirement is a condition of approval.
10. Areas not covered by structures, drives, parking, or paving should be appropriately and
professionally landscaped,
Final landscape and irrigation plans will be required to be reviewed and approved by the City
Landscape Planner for compliance with the City Landscape Manual.
E. TERMS OF GRANT OF PERMIT
The Redevelopment Agency of the City ot Chula Vista does hereby approve Design Review
Permit (DRC-03-11) subject to the following conditions:
1. Prior to the issuance of building permits, a sign program shall be submitted to the Design
Review Committee for review and approval pursuant to the Bayfront Sign Program,
2. Prior to the issuance of building permits, colors and materials samples shall be submitted to
the Design Review Committee for review and approval.
3, Prior to the issuance of building permits, a landscape and irrigation plan and a water
management plan shall be submitted to the City Landscape Planner for review and approval.
4, Prior to the issuance of building permits, a lighting plan/program shall be submitted to the
Zoning Administrator for review and approval.
5, Prior to the issuance of building permits, the developer shall contribute one half of one
percent of the building valuation to be deposited as funds with the City and to be used at the
discretion of the Redevelopment Agellcy. in consultation with the developer, in creating and
funding significant works of art (Redevelopment Agency Resolution No, 624),
6, The Applicant shall comply with all applicable codes and regulations and the requirements of
the Planning and Building Department, the Public Works Department, the Community
Development Department, the Fire Department, and any other federal, state, or local
respollsible agellcy,
7. A reciprocal access easement for the shared driveway on Bay Boulevard shall be provided
for the subject property and the adjacent property to the north in the event that ownership
challges on either parcel. Any reciprocal access or parking eaSemelltS shall not reduce the
provided parking beyond the minimum required number of parking spaces on site,
8. All utility boxes, cabinets, pedestals, vaults, poles, condensers, transformers, HVAC, ducts,
valves, meters, antennas, and similar equipmellt shall be screened and/or located out of
public view and any noise buffered from adjacent streets and properties, Any screening shall
be architecturally integrated into the building design.
9, A graffiti resistant treatment shall be specified for all wall and building surfaces, This shall be
noted on any building and wall plans and shall be reviewed and approved by the Planning
Director prior to issuance of building permits, Additionally, the project shall conform to
Sections 9.20,055 and 9.20.035 of the C.V,M.C, regarding graffiti control.
10, No outdoor storage, vehicular maintenance, or other outdoor uses shall be permitted on the
subject property,
~~f
11, The project shall be constructed in substantial conformance with the approved application
and plans, unless otherwise modified herein, and shall be maintained in substantial
conformance therewith,
12, Design Review Permit (DRC-03-11) shall expire if buildillg permits are not issued or the
approved use has not commenced within one year from the date of approval, unless a written
request for an extension is received prior to the expiration date,
13, This permit shall be subject to any and all new, modified, or deleted conditions imposed after
approval of this permit to protect the public from a specific condition dangerous to its health
or safety or both due to the project, which condition(s) the City shall impose after advance
written notice to the permittee and after the City has given the permittee the right to be heard
with regard thereto, However, the City in exercising this reserved right/condition, may not
impose a substantial expense or deprive permittee of a substantial revenue source which the
permittee cannot, in the normal operation of the use permitted, be expected to economically
recover,
14, The Applicant and property owner shall and does hereby agree to indemnify, protect, defend,
and hold harmless City and Agency, its Council members, officers, employees, agents and
representatives, from and against all liabilities, losses, damages, demands, claims and costs,
including court costs alld attorney's fees (collectively, liabilities) incurred by the City arising,
directly or indirectly, from a) City's approval and issuance of this permit, b) City's approval or
issuallce of any other permit or action, whether discretionary or non discretionary, in
conllection with the use contemplated herein, and without limitation, any and all liabilities
arising from the operation of the facility, Applicant and property owner shall acknowledge
their agreement to this provision by executing a copy of this special land use permit where
indicated below, The Applicant and property owner's compiiance with this provision is an
express condition of this permit, and this provision shall be binding on any and all of the
Applicant and property owner's successors and assigns,
F, EXECUTION AND RECORDATION OF RESOLUTION OF APPROVAL
The property owner and the Applicant shall execute this document by signing the lines provided
below, said execution indicating that the property owner and Applicant have each read, understood, and
agreed to the conditions contained herein, Upon execution, this document shall be recorded with the
County Recorder's Office of the County of San Diego, and a signed, stamped copy returned to the
Community Development Department. Failure to return a signed and stamped copy of this recorded
document within ten days of recordation to the Community Development Department shall indicate the
property owner/Applicant's desire that the Project, and the corresponding application for building permits
and/or a business license, be held in abeyance without approval. Said document will also be on file in the
Community Development Department's files and kllown as Resolution No_,
Signature of Property Owner/Applicant
Date
Signature of Property Owner/Applicant
Date
G. CONSEQUENCES OF FAILURE OF CONDITIONS
If any of the forgoing conditions fail to occur, or if they are, by their terms, to be implemented and
maintained over time, and any of such conditions fail to be so implemented and maintained according to
their terms, the Redevelopment Agency shall have the right to revoke or modify all approvals herein
granted; deny or further condition issuance of future building permits; deny, revoke, or further condition all
certificates of occupancy issued under the authority of approvals herein granted; institute and prosecute,
..3 --9
litigate, or compel their compliance; or seek damages for their violations. Applicant or successor in
interest gains no vested rights by the Redevelopment Agency approval of this Resolution,
H. INVALIDITY; AUTOMATIC REVOCATION
It is the intention of the Redevelopment Agency that its adoption of this Resolution is dependent
upon the enforceability of each and every term, provision, and condition herein stated; and that in the
event that anyone or more terms, provisions, or conditions are determined by a Court of competent
jurisdiction to be invalid, illegal, or unenforceable, this resolution and the permit shall be deemed to be
automatically revoked and of no further force and effect ab initio.
L NOTICE OF EXEMPTION
The Project wiil not have significant adverse impact on the environment and is exempt from the
California Environmental Quality Act (CEQA) under Section 15332 Infill Development Projects, Class 32,
BE IT FURTHER RESOLVED that the Redevelopment Agency does hereby approve an Owner
Participation Agreement to allow the construction of a 30,000 square foot building for retail/warehouse
uses at 830 Bay Boulevard,
PRESENTED BY
APPROVED AS TO FORM BY
Laurie Madigan
Director of Community Development
J,\COMMDEV\RESOS\RESO - Marina Gateway.doc
J-f D
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
Attn: Linda Welch
APN: 571-250-17-00
(Space Above This Line For Recorder)
OWNER PARTICIPATION AGREEMENT
THIS AGREEMENT is entered into by the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a
public body corporate and politic (hereinafter referred to as "AGENCY"), and FOSTER INVESTMENT CORPORATION
dated ,2003, (hereinafter referred to as "DEVELOPER") effective as of
WHEREAS, the DEVELOPER desires to develop real properly within the BA YFRONT REDEVELOPMENT
PROJECT AREA ("Project Area") located at 830 Bay Boulevard, Chula Vista, California (APN 571-250-17-00)
("Properly"). A map for the property is attached hereto as Exhibit "An which is subject to the jurisdiction and control of
the AGENCY; and
WHEREAS, the DEVELOPER has presented plans for the development of the Properly with a 30,000 square
foot buiiding for retail/warehouse uses at 830 Bay Boulevard, Chula Vista, Califomia (the 'Project"); and
WHEREAS, said plans for development have been recommended for approval by the Design Review
Committee; and
WHEREAS, the AGENCY and DEVELOPER desire that said Project be implemented and completed as soon as
it is practicable in accordance with the terms of this Agreement.
NOW, THEREFORE, the AGENCY and the DEVELOPER agree as follows:
1. DEVELOPMENT OBLIGATION.
The DEVELOPER covenants and agrees by and for themselves, their heirs, executors, administrators
and assigns and all persons claiming under or through them the following:
A. DEVELOPER shall develop the Properly with the Project in accordance with the AGENCY
approved development proposal attached hereto as Exhibit "B".
B, DEVELOPER shall obtain all necessary federal/state and local governmental permits and
approvals and abide by all applicable federal, state and locai laws, regulations, poliCies and
approvais in connection with the development of the Project. DEVELOPER further agrees that
this Agreement is contingent upon DEVELOPER securing said permits and approvals,
DEVELOPER shall pay all applicable development impact and processing fees, Subject to
applicable laws, AGENCY staff agrees to exercise good faith efforts to expedite the processing
of all entitlements and permits necessary for the Project.
J - ((
C, DEVELOPER shall obtain building permits within one year from the date of this Agreement
and shall actually develop the Property with the Project within one year from the date of
issuance of the building permits, In the event DEVELOPER fails to meet these deadlines,
the Agency's approval of DEVELOPER's deveiopment proposals shall be void and this
Agreement shall have no further force or effect.
D, DEVELOPER shall comply with the conditions in Resolution No,
2. MAINTENANCE OBLIGATION.
A, DUTY TO MAINTAIN FIRST CLASS CONDITION, Throughoutthe term ofthis Agreement,
DEVELOPER shall, at DEVELOPER's sole cost and expense, maintain the Property and the
Project improvements in first class condition and repair, and in accordance with all applicable
laws, permits, licenses and other govemmental authorizations, rules, ordinances, orders,
decrees and regulations now or hereafter enacted, issued or promulgated by federal, state,
county, municipal, and other govemmental agencies, bodies and courts having or claiming
jurisdiction and all their respective departments, bureaus, and officials. First class condition
and repair, means an efficient and attractive condition, at least substantially equal in quality
to the condition which exists when the Project has been completed, ordinary wear and tear
excepted, in accordance with all applicable laws and conditions,
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, orto remedy
all damage to or destruction of all or any part of the improvements,
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 is in a first class condition, If he determines it is not, he (1) will notify the
DEVELOPER in writing, and (2) extend a reasonable time to cure, If a cure or substantial
progress to cure has not been made within that time, the Community Development Director is
authorized to effectuate the cure by City forces or otherwise, the cost of which will be
promptly reimbursed by the DEVELOPER. If the DEVELOPER fails to maintain the Property
in a "first class condition", the REDEVELOPMENT AGENCY or its agents shall have the right
to enter the Property and perform the necessary maintenance, and the cost of said
maintenance shall become a lien against the Property. The 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 San Diego Tax Assessor who shall make it part of the tax bill for the Property,
3. NON.DISCRIMINATION COVENANTS.
DEVELOPER shall refrain from selecting contractors or restricting the rental, sale or lease of the Site on the
basis of sex, marital status, race, color, creed religion, ancestry or national origin of any person. All deeds, leases or
contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
A, In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of sex, marital status, race, color,
creed, religion, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or
any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
2 ...J-(~
occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein
conveyed, The foregoing covenants shall run with the land,"
B. In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all
persons claiming under or through them, and this lease is made and accepted upon and
subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of
persons, on account of sex, marital status, race, color, creed, religion, national origin or
ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or
enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or
through it, establish or permit such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
sublessees, subtenants or vendees in the land herein leased."
C, In contracts: "There shall be no discrimination against or segregation of any person or group
of persons on account of sex, marital status, race, color, religion, creed, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
land, nor shall the transferee itSelf or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or segregation with Reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the land,"
4, AGENCY and DEVELOPER agree that the covenants of the DEVELOPER expressed herein shall run
with the land, DEVELOPER shall have the right, without prior approval of AGENCY, to assign its
rights and delegate its duties under this Agreement
5. 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
BAYFRONT 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 BA YFRONT REDEVELOPMENT
PROJECT AREA
6. 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,
7. DEVELOPER shall and does hereby agree to indemnify, protect, defend and hold harmless AGENCY
and the City of Chula Vista, and their respective Council members, officers, employees, agents and
representatives (collectively, the "Indemnified Parties"), from and against any and all liabilities, losses,
damages, demands, claims and costs, including court costs and reasonable attorneys' fees
(collectively, "liabilities") arising, directly or indirectly, from (a) AGENCY's approval ofthis Agreement,
(b) AGENCY's or City's approval or issuance of any other permit or action, whether discretionary or
non-discretionary, in connection with the Project contemplated herein, and (c) DEVELOPER's
construction and operation of the Project permitted hereby, excluding these liabilities arising during
from said negligence,
8, In the event of any dispute between the parties with respect to the obligations under this AGREEMENT
that results in litigation, the prevailing party shall be entitled to recover its reasonable attorney's fees
and court costs from the norcprevailing party,
3 ..3-/3
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 in addition to any and all other rights and
remedies AGENCY may have, at law or in equity, the AGENCY shall have the right to terminate its
approval of the Project and this Agreement
Signature Page Follows
4
J -1'-/
Signature Page
IN WITNESS WHEREOFTHE PARTIES HAVE ENTERED INTO THIS AGREEMENT EFFECTIVE AS OF THE
DATE FIRST WRITTEN ABOVE,
REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA
"AGENCY"
DATED:
By:
Stephen C. Padilla, Chair
APPROVED AS TO FORM BY:
Ann Moore
Agency Attomey
"DEVELOPER"
DATED:
By:
By:
NOTARY: Please attach acknowledgment carel.
J:\COMMDEIMGREEMENTSOPA, 830 Bay Blvd, Marina Galeway,doc
..J-1S"'
~
-",
\~
SAN DIEGO
BAY
EXHIBIT A
DUKE
ENERGY
POWER
SERVICES
P1MA~\
MEDiCAl"?'
IN5TTTUTl'
SDG&E
POWER
PlANT
.3-{(p
CHULA VISTA PLANNING AND BUILDING DE PARTM E NT
LOCATOR PROJECT PROJECT DESCRIPTION:
C) APPLICANT: FORSTER INVESTMENT CORP. DESIGN REVIEW
PROJECT Request: Proposal to construct a 30,OOOsq.ft. shell
ADDRESS: 830 BAY 80ULEVARD
SCALE: ALE NUMBER: building consisting of concrete tilt-up panels. Project
NORTH No Scale DRC-03-11 will function to shelter retaillwarehouse activity.
j:lhomelplanninglcherrylcllocatorsldrc0311.cdr 08.28.02
>-' >-""
12 >t;
~ <( Q)~
>; 0;<;::"
A' "' .c<
~" uvl
'(I - t..~
. 8J<(~
1____
wQ
~~
~
> .
<u
::: 0
~.~
~Q
~~
I
I
I
!
8 .
I ~~
i ~~
1 ~.
co
~~
~~
~!~
..'"
~:;
"ij'
~IV
.
;--
l;,;j.'" .,:.'
.,..~.,J ^'~,
f'~" ..!~J" 7
, . ''',>e-. I
".1//./ ~n;--~ -,1 -r-r'1 ~
;:'/ "t'>~~r' le-"' ~i-H-L
/s::, . i L? ~ il ~\ 'u____:.I, I
/,If '. l..,~.j t;i~-I ~r ';, :
(i/l"'t (9 : I~ I
1!z/ - _j~ ! I ",
/;Y} J ~~- ~l- ~I ;i
I I I I ~ I t
,~I / i .
!/1:~ "'lt~t' II ,) : I I ' ,
Iii ! ~ ~--l' -:1":
/.1",/-... J" ..,'il 1 " I
~-' I '-7'" I,' ~ ,
i~' .' .. ./. ~
.Ji/'17 ~i ,)' ;i' I
It.,;--. l f J~---->- ,I
i/ "'4j=fifl ' ~.
J~'-" / i ...li !ill" .
.'>..~1. ",,'! ' li
iR. ~1~JJII:lr
I',' '1 " .' .t';
,Z/{/ ,-'" ,'J j :' I ;: I
!I'll '. I
W j Ii I, 'I'ri,"f'"
~'i~/ i -'i:~- t' '
,,'.t..I, ..'.....' if'
./../h.. '.---:-' I
,'";// I -.; ~~J /1 I ~ I /",
itr j~ '"II,-:..;I,I-'1.';.'~IJ'II~
/t'l->~~-~.,(r~ .. ___ ....
;Ii /1 :~ -+" 'I"
!tf' 7 ." r'~ {[ I ' , '
.j;:! .,/' Lfi\I,I, Ii
j)!, 7 \ jjl!T:"
.. ,~i/ ,/ i.'. "'-']:;!'Ii : I
: I J _ , F<~tl- i' i i
", -~j f ~ I 'j
, /;}:'> a 11~I'=~llt I,
,>l.,~;~t\. ,J-/7 i "Ill
~ ;ir~il'-'~jtt~I'3!_Jj,l: . i i L
;'0'. 4;.>~n";'~=';<'f ",,::,:~,",:'C;;jl,,;j=:i\i':+...1
L-~-::,,,-~"-r'~"'TJ~';" . '1+ u::::=:,J
7'''f'.~
/y./
" /~/
,,/,U
i,'),.',
~
z
:l
..
..
8
..
..
-~'
l~
~~
,,~
..0: '
EXHIBIT B
\...1,
r i~.'I'
>'.
I'
AI'
~
)
,
/
I
/
I ,
J /
//
, ,
i_ i
//
i/
,1/
j
f
//
"
"
, ~/r r ..'I.! I
.... IIIIt I I , I , ! ~ : I
......../.Lr _jjll /~~_~" ':il;' I: II
I I... I I ~_ ~ I I
,I / ..... " 2:< ~~ I I I I I
//.(~I /. ......--.... /,ij :1 ! i : I II
_ /' II /1 ,... ''IoIJ~~ '.' II ,I
/,il'/' ,.... '1.~s I _ j I
/If ..'If, ...-... 3:l.1'a~ .1 "
j! 1/1 . ...... "'J~IY.' .' '.! I
,IY // ~~J'~i !I Ii
Al t , ~/ .~; ..~..--,t,~'~'::',. / i,'rttJ, ,
1'1 "",' ',' fi- ~ ,-'- - I : i
! I""",,'.,,',',.i
I, ;'-:;>"(:'.~'!l/ I ; I, 'I
1__,,, .I i ;, ,:;:'~_,\<\"\!.;':<:'<~Y'~':::\'"", '_ I I,
" ...-......_ ',/. ,.,~ ,,,' " ,_./",,,.,;>,~./~, "'0. "", ", I I' ,I I
.I -';;.' ~~~<,?:">~,, "~:,~(.7Y;:.:~;.~',~:':i\;',::>>,>---'-'C,,1 i I: ~
'I if, :,~,~.:v\' _ .~.,f:;_,:,\~;:j~,,-<;,,;~,. ;\'1111 I~ ,~,
I 'I' ~<",,~'.'; ,.,.....,~.,;,>,.<'i:->;": "'~""".f'r( I"
/; il';'~';"'<'J.V-~'I:'i,~'~,,'~r,..::~_~. : p-:=. [- I Ii ..-
/;' /j /,i.~':~;:;~:; "~/:;pt1'---':_:;'i"'~"~'~' -,-., !! Ii :~I
~II /1:/' jP~\\>://( '>. ~~". /<::: :t~,il'-\:' r ii I I I
/ /'/.-,:;;", ,,: ':~." . ;' ',.,' '.'.~ 1,1' II
1~'.,;;~.1(1).2~{.f.l;.:.,',.,r,1 <,~: 1, ..-tt~~~frJt_1 I! I ~
. .( ;.___..-:-,: '-,' ---._-:~~t~.i~ --, ,i,ll,
" ~ ..I ,,~,_.~~; ";^"l / "r-'i-- " -- II
I;' 8v lie. ' ,,\t;"j-f'y/ ': CoI/ ,'\ r~ '
;/f/ >/'i~%i~}.t J: ii ~'~~, ;~- i~j;:
II '/... .~v;. .~~,.f, I '
/ If'/! i//'~}it, Ifl ".' ;" '~:~,--; i
i., il i ';".1i' i,,~ iil /, I" " ,
ij. i/~"'::::';',~:::jj::-d,; (,,,- : ,,'-1111
, ~. l.t1 1.'l;,/~.1.,..~~..~...~.~~~;'.2f':I.,~~;,~:!",["i ,j: ~,~;L :I'J
,i if I/! ",'," '.I I"., ' ijl
j W' 118<--,:;2'.\-:";,': 11._,: '~,~ ~ I
~. i 'it ,c~.{.~,:-, J''';:~; ." .... 1.1,' ,./!\....'.r;:,'""'.;.r..., I
--'--f-'/ ///-?{<F-feJ.-;;;:;:':;:~' ,.{' )/.'" iT,: ; :{'j'S'"-:''' I.
. ~' ,. ''#'iic.'' I ~ t::~ :::~ I II
.I !:/ /1/ ;~~<'.;~",''J.~t.-~ i ~~~~~~ f:.,\~,:;:; II'
/ /.AI /l{>~$j'r:/ ' / Lj:!!i! ~~~)~'il 'i
! ~iH ,!i%,'''''~' JL, ~il"/1li"
! ',.... ~/;/ j h~)>"'% 'P' '/;;~ ~;; ,~l ~ I' , ,
::}ft-J//'1\,1$.!'.{ 1] ":~ 'I :1' ,
~ f 't,.Jji>-,-~--}i;;'> >(:" I ~? :;~~~~ i I:.:
I'J! i r>\"f:/ i / <,1," ,~r>% ~ ,- Ii I '~
~ I 1/1 . i'".::.~,:;.{ .. " '! 'l'1<~ ,: ' I
Qj 'if ' ,1.. '.' \:~~~' .',"(' itn ~,~~~: S ~~J"''',ii,~ "I
!/j!11 /1 '.:. .:\~!i ;~.:, l___, ,'!i~1r, -r): :"
,! I' '.,' /,:~'\,::" '/"': 'I "j', , " '~~" -->1: --L I II
I' , -";;"", ,',,-- ", . :"!) ~-N\j~r~""t ~. Ii
/ ...,: ( --,l:}F''''>\: .,:I~:~>: /'; ,'; ~ll' :11;
1/ ./ I ~*/jj~~.:;: ~:r~).,-/~-, h . / : ~'o":, \~- \ I r I' i I
II '1-----' ,'ii".,3[ ,._k,,;.~.__.,..lJ . - --I!" _._~----,--._..,I,,~.' ,'-",.-, "--' 'I ',I',
'I ; ''If''S'! < ""i''''i.f" . 'cr {~ "-'! ,,,I.,..,.,,,,!,t~>ii: i'll'
iji_L'JP'N:~' '/>T::'::;f'''''I:('''~' r,..:'tf'-I,i~; L-~: :Ii '
/1 'f (i / ,} 1...."'>.'/',;;,+ '. ..~~~,~::J:"il..lr::.!:.".~.."". 'hf~;11 ill "
1/1, ,/ / 11 /1"1 ~ t~!:;::~t~~~):'~~\~~~~~~~~\:h~:..rq~,~~~~:;~~n~~~s,:,~<:s:~;;e:f:>'Jf,-] l:
/ ;/ /. . /'.! "~J'~~'I""T'I,~1;';'\j11;\",i \':'I:'ti]</;f~':!/') , ." i! i; I
f'.' / / /' i)+':iJ'~1 '-1 --<l.r,4. :.li .~'-l' I I; II
I I . / J ;n~,: I F"'~ ,/' ,\oj, '1' I
! / ~:)L' (-:' / i ,,"~~>~ j I ~ 1! :/, I ---~,--r~ Ii'
.~/ t. _.-,' ..-' //'?~:}~~}-- ,--' // J ~I;' , : ~1,
""",,~",t~.' 1'1.--". 1.'.":~-'.:0:.".'. ~,j p.i;!~ ~lTl. ':';1 I I! II
,--..... ' I l":::~<:'::S'-: 9 Xj~,f ~~ I I,; ,I
I' '~'-,.' "",,:\:.',.,' /Jio~'~ ,~ !,'
/,1 " .: r:\ ;~~~1Ci .... '. . I ..'l/j'/t/J1.J . Ii I ..[~. ! : i ::
l /1 H i "~'. '~~~~.~; I i"." ,.,::;t~.. ~.;.' I' "'1 +C ;;,;.
~~ . \.. c:.-' )~~\~~~~;) .;,/ '-I.~--_~+f )~J ! -j;..I' II
~- . < '_J;: i {!;:'::::';: 1..3 ~ ....,
\;;:(:j~~,~~:~~~~{ ,. - I . ,
", "~""""Wi"""" tt-l- I I t" *'.-+' I '::
1..!);1~fi:~",~;~~''''..), ,., .,. - tiJ- -~-i -I,E ;~T'I" :'j:~I+fi ;,i
.r- ,,' I ~ -' I I. '.
· lli._ i
I ~.:~ ii'
5 ~~I.
~ f;~' $!1~
I Pll!iU
i ~~, J
..' 1,;!)" ..
-( >- ~~'
~~ ~~
W ~~
f-: :>-$=
<: o\~
,0 lL
~
~ I
z,
~
]'1'.
4
1/',
IIH
j;F~;I'
/ !
l
/
i
,I
/
.1
./ '
Ii
-1"
"',';/
//
,
"I
!
I
I
I
I
I
.,
"
"
)1
! ~ ,,' i
:j ;1
i.' ~ ..-'
""I'
Ii .
II: "
'1' '
ii"
/:]
i;il
"
"',J II
'II
, ,
"I I
'II
"
ili
'II
II
11
I' II
:! Ii
/
I
f;,:,
t!
'iI
I
I
i
"
,
"
,I il
II
II"
I,
~ hi I I
"
"
...~z / ~~~~
'j-..... ;' t~ a
'. ....../, '
.......~41o I'
..:e:1'~ "
/ .... - """,: '
"-~-l~w'
_,'''~.
. "
""j,:
I'i
,
,
I
/
/
I
/
.J
'II
1, Y
.. ~
'"~ ~
~~~~~ I
~~~:~~
.d,,~ "~
:i~~,:~~~h;
~~~,!i'~~!_ >, ~.~~
'i-i~~i~~~~~i
I,.,,,,,.,,,
1m" ,-, ;'~:J
'-----l
,
~ I
I~, ~_J
<
~~
~ !3J ~ ~3 ~
" ~ ~'~l~ ~"
~ ~ ~i~~~~ d~
~o.,~~~~~~~i~h~
RL".~~~,~. ~~~
-l)"-,j '" 0 B ~i'''W" :!! '>' ,,_ ~
r~('!i!;it(~@IJ<!I,-O)J ~ G}@'r'::,
~
~ ,~ ~ ~
" \IlJ(~ ~.
? (,.*~~~
H'~ ~~'r
~~~ ~ ~~g~~
~~"~~~h~",.ll@
t~~c~t- f..' ~~e<~is:!
~C"", h.R,.h
"(f':~r,"':(i\<ii)~>~)r!~,!!,)~ (2f"
"
"
"
,
U Ii
'-"I
,
,
"
I
, ,
, ,
I
i ~
1,,\
r! ;~I
I ! t Iii"
I <l : ~ 2 ~
j '. ;:t:
~ ~~ i'
,
C1H'
~~
I;~
to
~~I
<t;;l
~9
,~
.
!~8
, 1'~
, ~1t
x-n
l:ur"
i~,
I ~,,"
1".
Iii ~ i!!
91 ~~
~
"
~
'I
I~
~I ~
il~
n
---,
>-~ ~21g ~& i
>~ <( 0; ~li'!
L.~I! ~~i ~~m
. a: e I!!" la
LU<(. ;;;~ "j
~~~ ;'i, ~ !
, ~ ~.> . ~
< ~;~
d ~5 ~
.
,
o
1j.
Q:' <.
-
-..
~
i~'<.":.i;i
i i
,'.1:,1
~~;i'tl
/1:i~i-i'!/:1
./ I ~\, ~r, '
7", 11\,",1/1
'. ,,'
/ 'li'I!i~
j.il'I,1
; '. .l '
.,.i?,- - .-',':' I
~ 1lI!.i~ i~::-, I
,'J"i /1' ,',' #>-- ~,,11
Mil ,I "<,,,-,'1"-:"",;;'
..I," /' ,,' ,<~'
,~'d~- j--.' ii',",'; -':/,' II '
,:ri/ //t...' :, -"-'-{ :
'1/' ,.if" ' ' II,
I :7'/,1,7 fiXe _1~1! i ' '
,:1,; i Zl-;i.-,- --
,h' / '"'" -
I fl,', , I'" r' II
'fl/"! 1-/" I;' ' --i-I' !
i),/ (' , ) I~!~ i , I
li/ /1/, ,j, /]/'1' I
t~ I it",,, I/.' ,
t /; i'" II
,~ ! . "I I ..--:.-- -jJ I "
Ii;! r I' ""I II
I l";1 t'" -, I j · 1
, 1/ jl / ~ .-'; '. ~l I/,'
, 'i;,',,:"i{' I ~:\l" ,7', ,,'I ~
I' ,''^'', i''''II'' !:', 11
;';' /, 19" ,-'. ,~""".;1. ;' '
'IY 'I?-~ ~-...,..'~ '\Ii"'" I: 'f"
'II ;, /'/ 'I '/1" ". ' r' . .'
i II / II ~ ..' ,~;~ I'
Ji'I/;:; "':rif.'ft'~rNd; '__-"'_:~i'e\r"'~~"1 ,:1 i
, ~II -< Ii I ! I ~" r " . !~
;:,,/.1> ,I. ,I 'j , <, 'I ,,' i ,'"
,a, J:r'iY{ j':V' .", I l1&!fl~""r:
, .' ( 1 ' 'J \ I' I"
- iiIIIJ.il 't'J;' '1 'I ! ~ ",,' " \ I:
Ii?' ,;'; ,I "', ., lll,,'
,,-,,"/1! .,'1 'I"
.& If",/,II i' '"tl '" I iitl,', I I
''1/, I ,"Wj" ". ' 1'''1' 'I
/~,.:,-t:~/,r~~'-"f". _,,/ \.,' t:. " n. ','; ,,1"";'0:
ifI'" /," ,I' ,,' I' ,I \, "1'1,111
.!;/</;:'//i/,.I ;' ..,,", , "I
, "If,"',' 1 '//1 "I) / .....J1"', 1:;1,
, ;i/I:J- ,.' -+.- "Yi'>~",' .\1'''',,1
./<f//"/,,h{',/ /~'/::,.^')~' :1' III:
'.ilt.?cJ.>! ZI;,J~"" /' >.+11
,~Ii," 1!1.t...I~r ' ,(,:.8 1'1' I
iJii lill']! ,C1'i;!.rll~' i :~rr'i
,,011 //'~kri;:Ji"" "":,:' ". ~,?~!,'>~: I \ I
Jt';','/i,"'!,'lc!'li/11, .L0!t1~L'ID~'L~fi,)..u~r.~ :'
'711"1,.1 Ii I " ":( i 1 ,L: : I rv T"4' I'I .JI,II
""", '"f ,"" I 'I' '. I'
1/ t "!"'i'f;; . .. . .,~!j. ' · i
}p'\,,/ ""l':"rJJJ+J)+',JjJ"t~L'I"lt..j I t""f\/~""j I :!;
!~ I., ,) .:Jli.tJ !/Tl;i'ffk"tl"'1 ",""1 "1'1' 1!.3. I q
"'V"'- ' .~, u.' '
L. ''';' " ! If"" '1'='1 :1
-. 1!+flHmtHltH1l~1f, 1
(~)
z
j
..
"
Z
Ci
i:!
"
:;l
::l
Ii:
..
u
z
8
>-Il
>~
ti.L
'I' '!lEi I
~Si '!'
~8,M
I r.:.gsln
~i'lm
.;;~ !
<
~ 'ii.,o;~;
,t!.: ~~~;,:
;J ~U t~
r~J ',~~1
~.~. L :II~I JJt
iv. ;-~'=--/~J
I" I 'n -'---I~!'\/
--r?
:,.r~ t<
~ f I 'I
P G"!':
."' ...-t 1-,
V ,~ ,
V I" 'I
~. tr' --- \
f~",. R i.... ~=::.l-..
(~~- -tc'-J- .,: 'j!
,', l1'ln 1
0}.~>~1 r;="l
J1:~./~>i"... ij ~.
~~rj~ ,.. ". I i'iJ
..J~I,'" ---"--~
1/
r(:y
I
I
I ,
~I "
._1 c~:
p
, J
"'~
!i~1
E~ "f:. ' I
f~~~~~=!~3~'OL___~;:~~~'~(;i:,~_l i~'
"l\',9~ ..J -~
",. "1$' ""
c" C "'J
';"~""",,, ,-~,' ,'=,=,=;"".."",,-,,_\~~~, i
.;.~ " __~I~~I-~jt:?:~O.l--~~!~C:mt,~ j
,,0 .g~ ,.J r.,;)
"
.. r., j
tm:..;I.,m
'.. . .~'. I'
lL'", ,
de
"I'J
j
~
<(;;.. ~~ 13
~ ~ ~; ~ ~
~~ ~;j, ~
~ tl >:)15 ~
:>~
E.'\~
'0
ft[iL1'~1 n [,'1 ,.f
,1,11 \;l ,'~ j . 'I
c;, ~..' '! "_.~
,~I I j 'I,
1', "".,'-
", r -- I j;-
1'" l_ 'i
~l~J ~; ~_
'L _
:~ ~
~~
,
I~
,I'),
]--,A
,/''0/'
. "(
(-E,;: .,/
\~f-:f
"'/
~i
1:"--1
',' ~-'I <;u_"~'
"~-,----\
(.::1=>", ..\
""-r"_:;.:,,:\ '
'~,;, j
\\)'
l";
~:~
~
c:1
1"'1
:'5 ~
~d
(~ l
~~
~0
l~-~.') ~~; _ (';f~ ~
'~ ~
:!- ."r -,&-,1 '
.,'~-----:.~~n'-=_, ~:
,Nr- ,~~
!
;;"
(.;
ie"
-,;
~!I' ,
k,' I
~r I ~
.L
:~U
(.:>
,I
1';'"
t;
r::;;
r"!]
;;1
j0
""J]
~~j }
'V)';
~~
~j ~
~~J
"
7, f":?
,.:!. 1~,'
"'---1-,1 :;],
i)1 ,,]
I.., -f- i~
)--J i ':';j
"I j" "'I
. I~]
1"[' I' ,1 I ,e fe,
.",,;1 ',1.:,. '., \'."f,~; I:.'] ~
.1'1',\"t'" / ,ilk
'; //(-:~,,{?~:;\~ ~I~
: ~~- l-iQ
Ai ~tJ
offiJ
..3-.20
!;i
~~
Ii
-.Jr,f:r
1m
!;h'
.J,iI!8h
>'i ~J~u" I
;,0'11!
g~~~',,~~
t ~<.: '"1
",","
~' ~~l'P~1
'i: !~~~l
.!,,'l,
hti~ 8
'''1'1
~.~ l~'"
ili l,l
"
(0
!~
:; !
~i l
~~
(...:)
!
.I
JI"H
~;~~~s I
!l!~i ,.~
~~;~:~~7~~
~~~~;~)~~I
i~~~~5~~~l
C,rl.Ulr,I[')(;:I']
" .
~.~~ ~
~~~ "'t
~~J
.'l '-'1 1 .L_ ,;---..-
1 ,>~ I : 'l-'~:-
," 1"'1 1 I'
..: i . '1;,: [I-I'~'I
H~~ 'I-r 1.1
,:' 'L._ I i l' L ,--~~~ ~
"J ,",.S J"d ,"', ".,:
, "d-- I~
i~-- ; KlrJ _J,~11
_ -\l I -,/' L >"-
II i ,- -r -( ~' j
1._. ~,I I, ~-
I: 1 ~ 1
I'-_~ I,~ 1'- I
~.J ,~,-=[. J. 11M
.J.ii"" ~ ,c"" -",,~',€!
;.. ,9
.L1 ;...
t u~," !
1 : I !i~~~V]1
",. , ' I
" I
I "' ."
I' ~'I ~-r .. _(.il'N
. l-
I I
i .~
~:~ "'-,
"
,
) .,!!,
.&f,1 ,;" 01',; ,',( ",:
.1 oZl,,,"
i ~II_-.~_ j! _ _ ~~ ~
'I iLo II~ -lll'
1 -j Il_~-~--.-
, " , ,~ - ~ + ,i' ,~,' c1i
I - ." --}L .. l /.
~ ~ ~I ~~ t. - - ..-
<,)
\;;1
r,~
(,'
i~
[','1
l~
i~
_~.i
~[; ~
{~~; i
;,'j:i
t~ Q
(";'
d~';::;;
2! 't, -jt"'t1 \~~~~Ii"'j:1
~ ~ p ~ H
~ ,,~d<~ ~~~
I ,~ I ~ ~ t "j ,:
H '.' I' '" '~l mi'! l'
"',~" -, ~ ~ ~ t, ~ 1~ I,y 5
'.' ',I .:tl' '.!l,jl!'j ',1, "
oj ._ Cl n e ,..~ ;r J (, ~ on OJ --,ti 'll
~ ~ ~ ~. '" i '.'.!! ,;l -./ ": ',~ <-\II '
Ii! ,l j "~!<-l ",; ~j I, ,:
Vi ~~t_l ,~~~ ~~n~~,,~ ~ ~~~~;~ ~L~i
Q ",,1 I"~ ",!,~i. ".'" ~1!!1 :"1"
~ ,itl;t~04 ,'" !llil;ii~ ~'< l[-~ cJf.;t ~I"
)>- ~,,~~!:: ~1~ ~~~~~. ~~::..I r.~jij ~ ~
~ "HI~~ ~ ~ ~.~ ~@ ~~. f'l ~ [~ :~ ~ ~Il
,
l
21 !
gll
:j
il
i
;]
/ I'
I :1, I
/ N~ Ii,
I n {,
/ il i
-r------~,
,/ 3^08V33s-3NnH~1~w_J1J
.
~~;!; ~'fi
~~t ~.J
~ ~~ ~;~
~" G'
~ ~~ ~~~
~ ~~ ~~~
E.1 >'~ ~
~,.
.;~~11I'-;f""'. '
!'~"""''''',~
"',',"'.ill" '."'..""
l~"', ;>, .,\
1~\\('i.i;';)I'
~~ ",
""~L -
J
I
I
I
/
,
"
,
! ~
i n. ,~
~ H ~J: i!
I II' ,,' I'
r ~~ f, f~l. fir ~j
U H ~! lit ii H ~
Bill
1
~ t
~ ilt ,!~ t ~~,
o~ " ,~ ~~ <: ~~
I, '.' , ! 'J " l!
, 'Ii ;, 1 ,~ II i ii, 'I
> ~ i'J.l h \; \ JH'
~ ~- <:, ~~ t f .,,, ,~ ~, ~~ I': iF
... ~~ H ~:i ~ ~ , ~t ~i ~:j 11< ] ~~
, '~"Ij-'"' Oh~
00
/
I' :
I',' '
"I ,
/'''1:
I I
I I" i i
I
I 'I
Ii
I :1
I "
'(
I ,II
VJ 'V.l~1\ y nr:.lllll~'/H'I')(JM WH
, !m! IJ
l!i!~!iit
; <J '" n!!!l~!J L
AYM31VD VNllIVlAJ
....m1.Vl::t'kT>;Cn L~'"," i,KIMI] '",~ ,'-",-<
~
~
,
--'
J,
~i
/I~'II'
\. ~~=JV
,.
Z
<t:
oj
I-I~
W~<
'-'~ ~ ~
<f-
;;:'"
~UJ5
~:3
"0>
0... <:J:
~z()
()~
(f):!f.
o
~
>-.ll1' ~.;'Jg
, v~
>I~ <(2~
~~H ~:Sl
, - '-I
. :D<L
.... i':
w$1_
;IN';; ~
65'" 'I' tf
~d ~ i
r 0' i[ ~
Z t"!e i
~i5 (tj J
~~ -- i
L~~ ~'~
I ! ; \ \;
:'l 'I' :,,!~';
~ ~ ;f,'o/) "" ;fl
~ t ~~ ~~~,j
J ~ JdC-- ...~
,I "I .. '1" . 'i/:"
, '" ..' j. ..
~ ~ ""~. ':'
f ~ .. '" If
:: ~~ ~~ ~~ ;~~
~~~-.
~,-.,,-'_,ii--3,ij
,,:t,
€f
, ,
, ,
,;;f;,;i'- ~'::'~;~~i:l
" I
~Jj_~-,~;::~:_~ci,~--,:~L
-.- ,o'~, - of~'
-" 'f;~~L-~i~~l~' ""1.--;'1
I d'
,<~)
..
Z
o
Ii
"'
..
...
~ ~
. ~,
",,'
~ i
!;,.)
~--I
I
i
I
,
~
Z
"'
.... ?
.. f
t;,i
lIIj!
{r,\
"
..
u,
!I:
ID'
,
."
Ol'
:Ii
'"
lOl'
EI
~I'
I c ~
'j, ti'j
, :II ~
,
\~l
E
Z
"'
'"
8
...
ID
co i
I ~
" I
, 0)
, ,
\~'
j
~ ~ ~ ~~
~ ~~ ~,'5
Iii u.. ~~
~ ~ $:
~ ~ < ~~
~ 20 !:ic
:; ~ Ji ~~
~t '~r~r ~
iE"--1
" :--1[H' UJ"TI
'tjH I --il'
"~'" ..1' 'I!.,'."
,,~. , I <,f'
"l _--'-I.,!
h ----
~
~j<
" 1 1
~ :rr
~.lu ,-:=H--
.,t~i H.~.l'i I.....t .,..i
l~ ;i I'" I;
t~!1 I;
{1 -. II:
h',ic; !
! 1 I L: j'
, , ~,. Z,
::~ - !5,: ~
;. ~
~'i
"
fiHJj
r~l'1'IH~
,I .. f Tl
L.:~l.:lj
,
'<j ~-J
:i I I
;1 r- 'I
, [,J
j -
, ,
H
I
,
Z!
0'
j:
c
i:
..
"' ,
,"'
to- ;'
" i
~ I
I
J.
i~
. 1
,;~
..,~, '. ,',,'r.'
~ ~ ~
lli~ ~
-;: ~
;2,
#~~~
iliOi
J
ile=-
III "
lill...".I'1
I" '!'I
i'
:'
,{,:~
. ,
~~liHr
'1.":,.1.;.1,
, ""'I
"
I-c-----J
k
, i
mji
_+uJ
I'l~
~ tl't' --I
rmj/!
1 ~~'1 II
_1-", i---i !I
ilL li--'I
. -t:---- .....:i
c--, ~~., I"
I I UL..:. I
, 4 ,
;; ~ I ~!i
~,' ']l~
H--: i:[
'~i""'lC'
:-: ,'I);
i -j 1.1 -~'-i
--r
Zj
01
=
i:
~__m ;;l ~
In ~
.3 -..2.-2- ;] I