HomeMy WebLinkAboutReso 1988-13715 RESOLUTION NO. 13715
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING MASTER AGREEMENT WITH EASTLAKE
DEVELOPMENT COMPANY FOR ACQUISITION, CONSTRUCTION AND
FUNDING OF TELEGRAPH CANYON ROAD/OTAY LAKES ROAD
IMPROVEMENTS AND AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT
The City Council of the City of Chula Vista does hereby
resolve as follows:
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Chula Vista that that certain Master Agreement
between THE CITY OF CHULA VISTA, a municipal corporation, and
EASTLAKE DEVELOPMENT COMPANY for acquisition, construction and
funding of Telegraph Canyon Road/Otay Lakes Road improvements,
dated the 2rid day of August , 1988, a copy of which is
attached hereto and incorporated herein, the same as though fully
set forth herein be, and the same is hereby approved.
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista be, and he is hereby authorized and directed to
execute said agreement for and on behalf of the City of Chula
Vista.
Presented by Approved as to form by
4475a
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
CI A VISTA, CALIFORNIA, this 2nd dl3y Of. August
19 ~6 , by the following vole, to-wit:
AYES: Councilmembers Cox, McCandliss, Nader, Malcolm, Moore
NAYES: Councilmembers None
ABSTAIN: Counci lmembers None
ABSENT: Councilmembers None
Mo)(61~r ~(f the City of Chula Visto
ATTEST
I
S1 . OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss.
CITY OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Visto, Colifornio,
DO HEREBY CERTIFY thor the obove ond foregoing is 0 full, true ond correct copy of
RESOLUTION N0. 13715 ,ond thor the some hos not been omended or repeoled
DATED
City Clerk
CC-660
LUCE, FORWARD, HAMILTON & SCRIPPS
~)UNDERS THE BANK OF CALIFORNIA PLAZA LAJOLIA
<6,sl ~,,-z48~ AUgUSt 17, 1988
Mr. John Lippitt
City Engineer
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 92010
Re: Amendment to Master Aqreement
Dear John:
Please find enclosed the revised version to Section 1.3 of
the Master Agreement for the Acquisition, Construction and
Funding of Telegraph Canyon Road/Otay Lake Road Improvements (the
"Agreement"). We have included four original copies. Please
ensure that the documents are appropriately initialed next to the
August 17, 1988 date of revision at the bottom of page 4 to
indicate EastLake's concurrence with the changes to Section
1.3. Similar initials would be appropriate with respect to the
Exhibit, although I believe it is more descriptive than a
statement of any new "deal point" not previously agreed to.
If there are any problems with this, please inform me
immediately, otherwise I will assume that this is satisfactory
for your purposes and you and Gary Kashing will make arrangements
for the initialing of the modifications to the Agreement. Thank
you very much for your assistance.
Sin~, .
Craig K. eam
~~~~, HAMILTON & SCRIPPS
CKB:ar
Encl.
' F? GINAL
MASTER AGREEMENT
FOR THE ACQUISITION, CONSTRUCTION AND FUNDING OF
TELEGRAPH CANYON ROAD/OTAY LAKE ROAD IMPROVEMENTS
This Agreement is entered into this 2nd day of August,
1988, by and between EastLake Development Company, a California
partnership comprised of corporations ("EastLake"), and the City
of Chula Vista, a municipal corporation (the "City"), based on
the following facts:
RECITALS
1. The EastLake Public Facilities Financing Plan ("PFFP")
and EastLake I Development Agreement requires that certain
improvements be constructed as development in the area
progresses, among which are the Telegraph Canyon Road/Otay Lakes
Road street (collectively the "Improvements.") Such Improvements
must be under construction in order for development to continue
beyond the thresholds contained in the PFFP.
2. Ordinance No. 2251 adopted by the City Council of the
City on January 19, 1988, establishes a Developer Impact Fee
("DIF") for Transportation Improvements and sets forth a method
of reimbursement for developers who receive authorization to
construct in lieu of paying the DIF.
3. The City is currently preparing a Telegraph Canyon
Drainage Plan and Ordinance pursuant to the State Subdivision Map
Act (Cal. Govt. Code Section 66483 et seqo) to fund the
construction of the Telegraph Canyon Road/Otay Lakes Road
drainage channel improvements ("Drainage Impact Fee") or provide
a method of reimbursement or credit to property owners who fund
or build facilities from other property owners who benefit from
or create the need for the drainage improvements, but have not
contributed towards them. It is anticipated that such Drainage
Impact Fee shall be implemented by the City at a time subsequent
to the commencement of construction of Phase I of the channel
improvements by EastLake.
4. The City has granted authorization by Resolution No.
12500, pursuant to Section 4(b) of Ordinance No. 2251 for
EastLake to construct Phase I of the street improvements. The
City has hired a consultant to process the formation of the
Assessment District under the Improvement Act of 1913 for funding
of Phase I Improvements through an Acquisition District. The
parties contemplate that subsequent phases of the project will be
treated in a similar manner.
5. EastLake anticipates that it shall be able to obtain a
credit against Drainage and Transportation Impact Fees, or
partial reimbursement for the cost of construction of the
required facilities or both, where such costs are in excess of
its pro rata share of the responsibility for the improvements
pursuant to ordinances currently or proposed to be adopted by the
City as described in Recital 3 above.
6. EastLake, in anticipation of providing an adequate
roadway system and mitigating project-related and cumulative
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/3
impacts of the proposed and submitted EastLake Greens project,
desires to widen Telegraph Canyon Road to six (6) travel lanes
instead of four (4) as would otherwise be required by the PFFP
and Development Agreement and further anticipates participation
in the construction and financing of Telegraph Canyon Road
Drainage Channel Improvements.
NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE FACTS WHICH ARE
INCORPORATED HEREIN BY REFERENCE AND FOR OTHER VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE
PARTIES AGREE AS FOLLOWS:
1. Improvement Requirements.
All improvements required to be constructed or financed
by EastLake under this Agreement as described below shall be
completed in compliance with the approved City plans and
specifications for such improvements.
1.1 Roadway Improvements. EastLake agrees to
construct and provide right of way for those segments of
the Telegraph Canyon Road/Otay Lakes Road improvements
("Transportation Improvements"), as depicted in Exhibit
"A" as EastLake's responsibility, in accordance with the
Improvement Drawings for the Transportation
Improvements, and pursuant to the anticipated phasing
and construction schedule as set forth in Exhibit "B".
1.2 Channel Improvements.
(a) EastLake further agrees to construct the
segments of the Telegraph Canyon Road/Otay Lakes
Road Drainage Channel Improvements ("Drainage
Improvements"), as depicted in Exhibit "A" as
-3-
EastLake's responsibility, in accordance with
the anticipated phasing and construction
schedules set forth in Exhibit "B".
(b) EastLake also agrees to advance to the
City the funds for construction of improvements
and acquisition of right-of-way for Phase III of
the Channel Improvements, as depicted in Exhibit
"A" as EastLake's responsibility, in accordance
with the anticipated phasing and construction
schedules set forth in Exhibit "B".
1.3 Cost of Improvements. The initial cost of the
Improvements, as described in Section 1.1 and 1.2 above,
shall be borne by EastLake including land acquisition,
the design and engineering costs, preparation of the
grading plans, construction plans and specifications,
right-of-way diagrams and drainage channel landscape
plans; and EastLake shall advance the cost of any
shortfall in excess of City-budgeted funds for this
project that the City experiences in constructing Phase
III to six lanes of pavement (the City's current
budgeted amount is approximately $5.6 million);
provided, however, that the City has already authorized
a DIF credit pursuant to Section 4(b) of Ordinance No.
2251 for Phase I of the Road Improvements by Resolution
No. 13500 adopted on ~f/~ ~/, 1988 and will likewise
consider authorization of Phases II and III of the Road
Improvements when requested to do so; provided further
-4-
that City shall consider authorization for Drainage Fee
credits or reimbursements following the adoption of the
Drainage Fee ordinance described above.
1.4 Staqe Construction Requirements. Pursuant to
Section 6.6.2 of the Development Agreement for EastLake
I and the Public Facilities Financing Plan ("PFFP"), the
Improvements which have been agreed to are required to
be under construction in order to exceed the cumulative
development authorized the project under Stage IB of the
PFFP. EastLake proposes and the City agrees that for
purposes of this Agreement and without modification to
the actual requirements of the PFFP and Development
Agreement, except as noted in Section 1.4.1 herein,
EastLake I shall be entitled to proceed to Stage IIA of
cumulative construction and the requirements of the PFFP
and Development Agreement shall be "deemed met" for
proceeding to such Stage, if the following are
accomplished to the satisfaction of the City: (i) the
parties enter into this Agreement, (ii) the contract for
Phase I of the Transportation Improvements is awarded
and construction commenced, (iii) the required bonds or
security for the grading and improvements included in
Phases I and II are submitted to the satisfaction of the
City Engineer, (iv) the Deposit of Probable
Compensation, if required, is posted with the Superior
Court for the eminent domain action contemplated for
transportation right of way acquisitions for Phase I,
-5-
(v) a cash deposit to be placed in a City trust account,
or other equivalent security acceptable to the City for
the anticipated right of way cost for the Phase II
Transportation and Drainage Improvements, (vi) security
for the costs of construction of the Phase III Drainage
Improvements and anticipated right of way costs, and
(vii) the Drainage [Channel] Maintenance Agreement is
approved.
1.4.1 Notwithstanding anything hereinabove in
Section 1.4 to the contrary with respect to
EastLake's right to develop beyond Stage IC to
Stage IIA of the PFFP, for purposes of this
Agreement the parties agree that the City shall
issue building permits and EastLake shall limit
further development in accordance with the
following events involving the construction of
the Telegraph Canyon Road/Otay Lakes Road
improvement: upon and during EastLake's
compliance with Section 1.4 of this Agreement,
the City shall issue building permits for all
remaining areas of EastLake I, provided however;
(a) EastLake shall be entitled to no further
building permits for the development of the
industrial acreage of EastLake I beyond permits
for 589,000 square feet, except that EastLake
shall be entitled permits for an additional
318,000 square feet at the start of construction
-6-
for Phase I, and (b) EastLake upon the opening
of two (2) lanes in each direction of Telegraph
Canyon Road/Otay Lakes Road for Phase I and the
start of construction of Phase II shall be
entitled to building permits for an additional
159,000 square feet of industrial development in
addition to the development authorized provided
in (a) above, and (c) EastLake shall upon the
opening of two (2) travel lanes in each
direction for Phases I and II be entitled to an
additional 159,000 square feet of industrial
development in addition to the amounts
authorized hereinabove in (a) and (b) plus the
residential development authorized in the
"Village Center" as provided in the approved
EastLake I S.P.A.
2. Mitiqation of Anticipated Impacts
City agrees that EastLake, in order to fulfill its
obligations pursuant to the Development Agreement for EastLake I
and the PFFP, is not obligated to construct six (6) lanes of
Telegraph Canyon Road nor to advance costs for, and partially
build the Channel Improvements; however, EastLake is willing
currently to make such improvements because the additional
capacity in Telegraph Canyon Road will be necessary to mitigate
project specific and cumulative traffic impacts should the City
approve the "EastLake Greens" project.
-7-
Without making any commitment whatever to approve the
EastLake Greens project, City agrees that based upon current
traffic projections for the "Eastern Territories" and subject to
confirmation by a certified EIR for the Greens, the increase from
four to six lanes on Telegraph Canyon Road between Paseo Ladera
and the westerly boundary of EaStLake's ownership, shall assist
Telegraph Canyon Road's ability to meet the direct and cumulative
traffic impacts of the EastLake Greens Project.
City further agrees, for the purposes of any further
reimbursement to EastLake from third parties, that if the
EastLake Greens project, as submitted, or modified EastLake
Greens project of similar traffic generation characteristics, is
not approved by the City, EastLake's rights to reimbursement
based upon its pro-rata impact upon Telegraph Canyon Road shall
not be based upon the assumed construction of the EastLake
Greens.
3. Riqht to Reimbursement.
EastLake may be entitled to reimbursement for any costs
borne by it above its prorated share for the construction of the
Improvements described in Sections 1.1, 1.2 and 1.3 above as
follows:
3.1 Road Improvement Reimbursement. In as much as
Ordinance 2251 authorizes a credit against fees payable
or cash reimbursement for excess costs or both, but does
not specify precisely which cost items are reimbursable,
the parties agree that, with respect to the
Transportation Improvements, EastLake shall be
-8-
reimbursed the total cost of construction as allowed by
law.
4. Channel Improvement Reimbursement.
EastLake may also receive credit or be reimbursed for
the total cost of the Channel Improvements, in accordance with
the provisions of any ordinance which may be adopted by the City.
5. Formation of Assessment District.
The City agrees to use its best efforts if and when
requested by EastLake to establish one or more Assessment
Districts for the funding of all or a portion of the
Improvements.
5.1 Acquisition of Improvements. The Assessment
Districts will acquire all, or a portion, of the
Improvements from bond sale proceeds and reimburse
EastLake such amounts expended by EastLake in
constructing the Improvements as are set aside for the
purpose and as are permissible in accordance with State
law. The acquisition of the Phase I Road Improvements
has already been approved by City Council Reso. No. ,
adopted on The acquisition of the remainder of
the Road Improvements and the Channel Improvements is
anticipated to be approved by City Council in due
course.
6. Attorneys' Fees.
In the event either party commences litigation for a
specific performance or damages for the breach of this Agreement,
!the prevailing party shall be entitled to a judgment against the
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" other for an amount equal to reasonable attorneys fees and court
costs incurred.
7. Severability.
If any provision of this Agreement is held invalid, the
remainder of this Agreement shall not be affected thereby, if the
remainder within continues to conform to applicable law.
8. Subsidiary Aqreements.
The parties anticipate that in order to implement this
Master Agreement the City and EastLake may enter into several
more detailed agreements, setting forth the respective
obligations of the parties, including at a minimum the following:
(a) Acquisition and Funding Aqreement - an agreement
with the City with respect to the formation of one or
more Assessment Districts and the acquisition and
funding of the Improvements by such District, and
related agreements;
(b) Development Aqreement - an agreement with
respect to the approval of EastLake Greens setting forth
the pro rata share of costs allocable to the Greens for
required infrastructure and improvements including,
among other things, the Improvements.
(c) Maintenance Aqreement - an agreement for
maintenance of the Drainage Channel and the possible
establishment of a Channel Maintenance District.
-10-
' (d) Other agreements as may be necessary to
implement this Agreement.
CITY O~V~A C
By: .
EASTLAKE DEVELOPMENT COMPANY
a California General Partnership
~/i~/~ ~y-~,", -~'/~,~
- .~ :..
o/AG097CKBb It 1"',~ :-- (~
EXHIBIT "A"
(revised 8-16-88)
TELEGRAPH CANYON ROAD/OTAY LAKES ROAD IMPROVEMENTS
DESCRIPTION OF PROJECT
The overall limits of the transportation improvements are the
EastLake westerly boundary west to approximately 1,900 lineal
feet east of Paseo Ladera. The improvements will be phased as
follows:
Phase 1 EastLake westerly boundary. to Rutgers Road. Funds
for construction and R.O.W.'s for this section
will be advanced by EastLake. The improvement
will be constructed by EastLake.
Phase 2 Apache Drive to 1,900 lineal feet east of Paseo
Ladera. Funds for the construction and R.O.W.'s
for this section will be advanced by EastLake.
The improvement will be constructed by EastLake.
Phase 3 Rutgers Road to Apache Drive. Funds for the
construction and R.O.W.'s for the road
improvement portion will be funded from four
sources. Namely, Charter Point contribution,
federal funds related to the Navy housing project,
federal aid urban funds and development impact
fees and EastLake Development Company advance.
Funds for the Phase 3 channel improvements
including Right-of-Way will be advanced by
EastLake.
BS/lal
7/19/88
AGREEMENT REGARDING SECURITY FOR VARIOUS
i
TELEGRAPH CANYON/OTAY LAKES ROAD IMPROVEMENTS
This agreement is entered into this 9th day of
September , 1988 by and between EastLake Development Company, a
California partnership comprised of corporations ("EastLake"),
and the City of Chula Vista~ a municipal corporation (the
"Cit ")
y , based upon the following facts:
1. EastLake and the City have previously entered into a
Master Agreement concerning the acquisition, construction and
funding of various Telegraph Canyon Road/Otay Lakes Road public
improvements, dated August 2, 1988 , as approved by the City
Council pursuant to their Resolution No. 13715 (heroinafter
referred to as the "Master Agreement").
2. Pursuant to the Master Agreement, the City has required
EastLake to provide security acceptable to the City for various
anticipated costs of public right-of-way, and for the cost of
construction of various public improvements to be borne by
EastLake in the future.
3. Various methods of providing "security acceptable to the
City" are contemplated between the parties~ depending upon the
particular improvement or obligations of EastLake set forth in
the Master Agreement.
4. The parties to this Agreement have agreed as to what
constitutes "acceptable security" for payment of the anticipated
AG00OCKB/9-9-88
13 ZXS'
!~osts of the public ri~nts-o~-~ay necessary for the Drainage
Channel Improvements specified for Phase II of the Telegraph
Canyon Road Improvement Project and the anticipated construction
costs and anticipated right-of-way costs for the Drainage Channel
specified for Phase III of the Improvement Project.
NOW THEREFORE, IN CONSIDERATION OF THE ABOVE FACTS WHICH ARE
INCORPORATED HEREIN BY REFERENCE, AND FOR OTHER VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE
pA~RTIES AGREE AS FOLLOWS:
1. For purposes of providing a portion of the security
which EastLake must establish pursuant to the Master Agreement
referred to above, EastLake shall establish an irrevocable
letter(s) of credit naming the City as Beneficiary in the amounts
and for the purposes and subject to the conditions herein. City,
subject to the limitations herein, shall accept the letter(s) of
credit as security for the specified improvements and
obligations.
2- EastLake shall establish in favor of the City an
i~revocable letter(s) of credit as follows:
201 An irrevocable letter of credit in the principal
amount of Seven Hundred Sixty Seven Thousand Three Hundred Sixty
Two Dollars ($767,362.00) for the anticipated Drainage Channel
construction cost Phase III of the Telegraph Canyon Road/Otay
Lakes Road Improvement Project, as defined in the Master
AGOOOCKB/9-9-88 -2-
/3
Agreement referenced hereinabove. EastLake shall further provide
an irrevocable letter of credit in the amount of One Hundred
Fifty Five Thousand Two Hundred Thirty Two Dollars ($155,232.00)
for the estimated public right-of-way acquisition cost which the
City may acquire directly or indirectly, through purchase or by
eminent domain for Phase IIT of the Drainage Channel Construction
Project; and
2.2 An irrevocable letter of credit in the amount of
Seven Hundred Eighteen Thousand One Hundred Dollars
($718,100.00)~ which ~s the estimated cost of publ[c rights-of-
way which must be acquired from private owners for the
construction of the Drainaqe Channel improvements for Phase II of
the Telegraph Canyon Road/Otay Lakes Road improvement progect,
pursuant to the Master Agreement referenced hereinabove.
3. The City shall be entitled to draw upon said letter(s)
of credit in the following circumstances:
3.1
a. If any letter of credit ~ecuring the
obligations contained hereinabove in paragraphs 2.1 and 2.2 sha!]
be due to expire provided, however, that the City may not draw
upon said letter of credit until 15 days after notice to
EastLake; and
b. City shall have adopted a resolution of the
City Council in the form set forth in Exhibit A, attached hereto.
AGO00CKB/9-9-88 -3-
/87/
3.2 If th'e City shall have: (a) declared EastLake in
default of one or more of its obligations as set forth in the
Master Agreement, and City shall give notice to EastLake of its
intent to draw upon the letter(s) Of credit no less than 30 days
prior to its date of draw; and (b) City shall adopt a re~olution
of the City Council in the form set forth in Exhibit A attached
heret~.
4. The City shall draw upon said letter(s) of credit in the
amounts authorized and for the purposes set forth heroinbelow:
4.1 If the City draws upon the letter(s) of credit
established in accordance with paragraphs 2.1. and 2.2
heroinabove it shall: (a} in the case of a scheduled expiration
of any of the letter{s) of credit which may be established, be
entitled to draw the entire amount of the letter of credit, if
prior to the draw the letter of credit has not been renewed or a
cash deposit substituted; and (b) in the case of a letter of
credit securing any obligation to construct improvements, be
entitled to draw the amount the City shall be obliged to pay any
contractor to construct the improvement for which the letter of
credit was established within 30 days of the date of draw; and
(c) in the case of a letter of credit securing any obligation to
acquire public rights-of-way, be entitled to draw any sums
required to acquire rights-of-way pursuant to a fully executed
purchase agreement or Deposit of Probable Compensation.
AGOOOCKB/9-9-88 -4-
5. EastLake from time to time shall build facilities that
require rights-of-way, the provisions for which are secured by
letter(s) of credit. Upon Ea~tLake's request, following the
tender of other security acceptable to the City or Eastlake's
performance of its obligations, the City shall agree to reduce
the amounts of the letter(s) of credit specified heroinabove in
paragraphs 2.1 and 2.2. For example, in conjunction with such
reduction of security, EastLake may provide performance, labor
and materialmen's bonds in conjunction with the i~suance of any
construction contract or Drainage Channel Improvement in
Phase III0 EastLake may also from time to time post cash
deposits with the Superior Court to obtain public rights-of-way.
6, For purposes of tendering a demand for payment to any
financial institution with whom an irrevocable letter of credit
is established, the City shall adopt, by majority vote of the
quorum of the City Council, a Resolution in the form set forth in
Exhibit "A" attached hereto, and shal~ provide the financial
institution where a letter of credit is established, what
purports to be a certified copy of said ReSolution tendered Jn
person by a person designated by the City Council in the
Resolution such as Lyman Christopher, the City Treasurer, Gina
Chammas, Assistant City Treasurer~ John Goss, City Manager, or
Sid Morris or Gone Asmus, his Deputy and Assistant, any of whom
must bear identification, together with a site draft in the
amount of the authorized draw.
AGO00CKB/9-9-88
i 7. In the event of any delay of EastLake's performance
under said Master Agreement, EastLake shall not be In default
during any period of enforced delay. Enforced delay shall be
defined pursuant to this Agreement as a failure to perform or a
delay in performance where such failure or delay in performance
is due to war, insurrection, strikes, walk-outs, riots, floods,
unusually inclement weather earthquakes, fires, casualties,
litigation, inability to obtain governmental permits (where
EastLake has diligently pursued issuance of permits), or other
occurrences beyond EashLake's reasonable control. In any event
of claimed enforced delay, EastLake shall provide the City with a
notice of such event and an extension of time for such cause will
be granted in writing for a period of the enforced delay, or a
longer period as may be mutually agreed upon.
S. Any notices provided pursuant to this Agreement shall be
in writing and delivered in person or sent by certified mail,
postage prepaid, return receipt requested, to the principal
offices in the City of Chula Vista of EastLake Development
located at:
EastLake Development
900 Lane AvenUe, Suite 100
Chula Vista, California 92013
Attn: Gary S. RashinS
AG000CKB/9-9-88 -6.-
~d to the City at:
City cf Chu!a Vista
276 4th Avenue
ChUla vista, CA 92010
Attn: City Engineer
Notice shall be effective on the date delivered in person or the
date when the postal authorities indicate the mail ~s delivered
to the address of the receiving party indicated above.
Said notices may be sent In the same manner to other persons
and addressees as other parties to this Agreement may from time
to time designate by mail.
9. If any material provisions of this Agreement are held
invalid or unenforceable, this Agreement will be automatically
terminated unless, within 15 days after such provision ~s held
invalid by a trial court Of competent jurisdiction, the party
holding rights under the invalidated Agreement affirms the
balance of this Agreement in writing. This Agreement may only be
modified from time to time by the mutual consent of the parties
and only in the same manner as its approval, by a written
modification signed and authorized by the City of Chula Vista and
EastLake Development Company.
~ AG000CKB/9-9-88 -7-
IN WTTNESS WHEREOF, ~he partlee he'reto have executed this
Agreement on the date fir~z written above.
CITY: CITY OF CIVIl VISTA,
a municipal corporation
~i~/En~ineer
DEVELOPER: EastLake Development Company,
a California general partnership
~omprised of corporations
AGO(bt)CKB/9-9-S8 -8-
EXHIBIT "A"
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA DECIS&RING ITS ENTITLEMENT TO
SECURITY FOR PUBLIC IMPROVEMENTS AND RIGHT-OF-
WAY NECESSARY FOR COMPLETION OF THE TELEGRAPH
CANYON ROAD/OTAY LAKES ROAD IMPROVEMENT
PROJECT.
The City Council of the City of Chula Vista does hereby
resolve as follows:
WHEREAS, EastLake Development Company and the City of Chula
Vista had previously entered into a Master Agreement for the
acquisition, construction and funding of Telegraph Canyon
Read/Otay Lakes Road improvements, approved by Resolution of the
City No. 13715~ and an Agreement regarding security for various
Telegraph Canyon Road/Otay Lakes Road improvements approved by
Resolution of the City No. _ _; heroinafter referred to as the
"Master Agreement" and the "Security Agreement;" and
WHEREAS, the City of Chula Vista pursuant to said Agreements
has accepted a letter of credit for security of specified
obligations of the Master Agreement, all as set forth in the
Security Agreement for various Telegraph Canyon Road/Otay Lakes
Road improvements and rights-of-way; and
WHEREAS, the Security Agreement requires that the City, prior
to exercising its rights to the funds assured by the letter of
credit, provide EastLake with written notice of the City's intent
to draw upon the letter of credit and set forth one of the
reasons the City is entitled to the funds secured by the letter
of credit, as specified in the Security Agreement;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City
of Chula Vista:
[PROVIDE ONE OF THE FOLLOWING]
1, A letter of credit, posted as security for the
obligations of the Master Agreement, is due to expire within
fifteen days of the date of the approval of this Resolution, and
the City has given EastLake notice of its intent to draw upon the
letter of credit as specified in the Security Agreement, and
EastLake has not renewed the letter of credit nor tendered other
security for performance of EastLake's obligations under the
Master Agreement.
~ 2. EastLake has been declared in default of its obligations
jnder the Master Agreement, and the City has given EastLake
notice Of its intent to draw upon the letter of credit as
required by the Security Agreement, and the City shall draw and
use the fund drawn for payment of right-of-way acquisition costs
and/or improvement costs as specified in paragraphs 2.1 and 2.2
of the Master Agreement and all requirements of the Security
Agreement.
BE IT FURTHER RESOLVED, by the City of Chula Vista, that this
Resolution be served upon EastLake Development, and
that be authorized pursuant to the Security
Agreement to draw upon the letter of credit be authorized by the
City to so draw.
Presented and Approved as to form by
Thomas J. Hatton, City Attorney
139/5'
SECURITY PACIFIC NATIONAL BANK
iNTERNATIONAL BANKING GROUP
D,c'T OFFICE BOX ?2SQQ LETTE~ OF C~EDIT NO. L'-~6127
3S ANGELES, CALIFORNIA ~0Obc~
ELEX: 57-~343 ZRREVnCABLE
~,ELE: SSPAC~ANK, LOS ANGSLZS STAND~.Y CREDIT
iNIFT: SPNBUS66
~LACE AND DATE OF ISSUE OaTS F~ND aL,ACE OF EXPZRY
LOS AI~GELES~ CA, AUG 5~ 1~,8 AUG 4, i28~ AT/IN LOS ~d~GZLES, CA
~A!L CODE: w20-2e .
ADVISING BANK: AFPLICANT:
EhSTLA~E DEVELOPMENT CJMFANY
9CG LAN.E AVENUE, SUITE 100
CHULA VISTA, CA 9~013
;cr,cFiClARy: ,."-,,,iOUNT: US515~ 132.33
CiT',' OF CHULA VISI'A 02,~2 HUNDRED FIFTY FIVE TfiOUS,~;'~'~ T~,,,D
276 FOURTH AVENUE HUHDRED THIRTY TWO ,:~,) JC}/leO ~' ~T'ED
CHUL~ VISTA~ C,~t_IFr~RNZA 920'10 STATES DOLLARS~ 1C~0 P~RCE~T ZNt,'C!CF
V '~,LUE
CREDIT AVAILABLE WZTH: SECURZTY PACIFIC
: SECURITY PACIFIC NATIONAL BANK
__ ~ ~ INTERNATIONAL BANKING GROUP
iCET OFFICE
E~,_X: 67-434B IRREVCC~BLE
UGL]-: SE~&C~.~,NK, LOS ~N<CFLES STAND%Y CREDIT
~LACE ~,ND DATE OF ISSUE DATE AND PLACE OF EXP!RY
LOS ANGELES, CA, ,'~UG ~, 19~8 AUG 4, 19e~9 ~T/IN LOS ~NGELES, C'~
ADViSINE ]P, NK: 4PFLICANT:
E/~STL~KE DEVELOPMENT
900 LANE AVENUE, SUIT~ 100
CHULA VISTA~ CA 9~013
9ET:EFICIAoY: APOUHT: IJS$767,B6Z.OO
CTT¥ OF CHULA VISTA 5EVEN HUNDRED SIXTY 5EVEN THOUSAND
~7~ FqU~TN AVENLfE THREE HUNDRED SIXTY T.,~O A~JD gO/lOG
C3. UL3 ~,'ISTA~ C~,[_IFORN~A o?R13 U:tIT~J STATES DOLLARS, 100 PERCENT
INVOICE VAL[JE
CREDIT AVAILABLE t.'ITH: S;:CURITY PACIFIC
NATI_ ]ANK, LOS ANG2LES
'~Y: ~AY~,'iENT~ AGAINST PRESENTATION OF
THE DOCU~I2;~TS DETD, ILED HEREIX A,x~D OF
YOUR DRAFT(S) AT SIGHT DRAWN ON
SECURITY PACIFIC NATION~kL 3ANK LOS
ANGEL~S~ C~LIFORN!A
THIS ORIC-INAL LETTER OF CREDIT AND A SIGNED CERTIFIC~,TION .~:HICH t,jILL 3=
n,.ESOLUTI',',N .?F THE CiTY COUNCIL EXECUTED BY THE ifiAYOR OF THE CITY OF CHUL
VISTA STATING THAT: (A) LETTER OF CREDIT,,, ~OSTED 4S SECURITY' FOR THE
GgLIG~TI,DN~ OF THE !,'EASTER AGREE[lENT, IS DUE TO EXPIRE k/ITHZ[~ FIFTEEN ~4'
SECURITY PACIFIC NATIONAL BANK
INTERNATIONAL BANKING GROUP
OST OFFICE BOX
,OS ANGELES, CALIFORNIA 9~G09
F~LEX: 67-434~ IRREVOCABLE
:A~LE: SEPACBANKt LOS ANGELES STANJL~Y CREDIT
SWIFT: SPNBUS66
aL~,CE AND DAT~ OF ISSUE DATE AFi) PLACE OF E~<PiKY
LOS ANGELqS~ CA~ AjG S. 19m8 dCT 1S~ 19~ AT/ihJ LOS ANGSLE'::, CA
qAIL CEDE: N2G-SO.
ADVISING BANK: APPLICANT:
EASTLAKE DEVELOPFiENT CC~,PANY
9C0 LANE AVENUE, SUIT'- 136
CHULA VISTA, CA 92013
3E'jEFICZARY: .:,~'.iO[:NT: US:.',71{S,1C, G.':iO
Cl~'V ,L) F CHULA VISTA SEVEN HUNORE. D -'!GHT~E[~
77~ F?t)RTH AVENUE HUNDRED AND O0/1 DO [NITED
CH~'.L:, ,zZSTA, C,cl 1FCPNIA ~2~1{3 DELLA?c 100 PE;C~NT iNV(;Tcu. '~ALjE
CREL'ZT AVAZLAaLE ~'ZTH: SE2[JRITY =ACEFEE
;'.:~TL 2i.N~, LOS ~NGELES
BY: P~YP~::N;T ~FAI,'JST ::PESZNTATZO,I OF
THE DOCLJ,',E,,]TS )ET:.ILE9 HF:~cZN GNh OF
YCUR ]~:~FT(S) ~T SZGlt~ )F'~,jN C.,
SECURITY R.~CiFZC NATI'21Z'%L
A:'~GEL:2S. CALIFORNIA