City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
1 RECORDED AT REQUEST OFAND
WHEN RECORDED RETURN TO:
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attn: City Clerk
Fee Exempt Per Gov’t Code Section 6103
(Space above for Recorder’s Use)
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT FOR OTAY RANCH VILLAGE TWO
between the
CITY OF CHULA VISTA,
and
VILLAGE II OF OTAY HB SUB, OTAY RANCH II SUN 12, LLC, OTAY RANCH VILLLAGE II-PC-15, LLC, VILLAGE II OF OTAY, L.P., SUNRANCH CAPITAL
PARTNERS, LLC, MONTECITO VILLAGE, LLC
THIS FIRST AMENDMENT TO THE DEVLEOPMENT AGREEMENT FOR OTAY RANCH VILLAGE TWO ("Amendment") dated for reference purposes only as of ________________, 20 23, is entered into by and among THE CITY OF CHULA VISTA, a California charter city and municipal corporation ("City"), and VILLAGE II OF OTAY HB SUB, a California general partnership, SUNRANCH CAPITAL PARTNERS, LLC, a Delaware limited liability company (collectively, the “Original Owners”), and V2 MIXED USE, LLC, a California limited liability company, V2 COMMERCIAL, LLC, a California limited liability company , V2 N IND 1 (b), LLC, a California limited liability company, R -12 A, LLC, a California limited liability company, R -12 B, LLC, a California limited liability company, BALDWIN & SONS, LLC, a California limited liability company, R25A Townhomes, LLC, a California limited liability company, and R25A Flats, LLC, a California limited liability company (collectively) “New Owners”), with reference to the following facts:
RECITALS
A. The Original Owners and the New Owners are sometimes individual referred to as an “Owner” and collectively as “Owners”. The City and the Owners are sometimes individually referred to in this Amendment as a " Party" and collectively as the "Parties".
B. Original Owners and City are parties to that certain Development Agreement fully executed November 20, 2014 and recorded in the Official Records of the County of San Diego, State of California, on December 10, 2014 as Doc. No. 2014- 0543535 (“Development Agreement”) for certain real property (“Property”)
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
2 consisting of approximately 362.7 acres of land located in the City of Chula Vista, State of California, more particularly described and depicted in the original Exhibit A to the 2014 Development Agreement. Terms not otherwise expressly defined in this Amendment shall have the same meanings ascribed thereto in the Development Agreement.
C. Since the Effective Date of the Development Agreement, certain of the Original Owners have (1) transferred ownership in one or more parcels comprising the Property to certa in of the New Owners that are affiliates thereof, (2) exchanged properties pursuant to the terms of that certain Land Development Cooperation Agreement between Baldwin & Sons, a California limited liability company, Village II of Otay HB Sub, a California general partnership and Village II of Otay, LP, a Delaware limited partnership (collectively, “Baldwin & Sons”) and Presidio Otay 225, LLC (“Cornerstone”) executed April 21, 2016 , and (3) developed and sold subdivided lots of the Property to homeowners (“Subsequent Ownership Changes”).
D. In September 2016, the Village Two Sectional Planning Area Plan was amended to adjust the neighborhood boundaries and residential lot lines for ten neighborhoods in Village Two South (R -17B(b), R -17A, R -17B(a), R -18A(a), R -18A(b), R - 18B(a), R-18B(b), R-19a, R-20, and R -21) as a result of a change of ownership between developers (Baldwin & Sons and Cornerstone) and an intensity transfer, as approved on the revised Tentative Subdivision Map PCS16-0006 and described below:
Reduction of 17 multi-family units in neighborhood R-17B(b) Addition of 10 single -family units located in neighborhoods R -18B(a), R- 19a, and R-21a
Boundary adjustments between neighborhoods R -17A, R -17B(a), R - 18A(c), R-18A(d), and R-20
Reduction in total dwelling units in Village Two by seven units, from 4,545 to 4,538
In April 2020, the Village Two Sectional Planning Area Plan was again amended to reflect the intensity transfer of 75 units to neighborhood R -25 from neighborhoods C -1, MU -1, R -10a, R -11, R -12, R -16b, and R -27 (“Subsequent Land Use Changes”).
E. In order to reflect (1) the Subsequent Ownership Changes, (2) the Subsequent Land Use Changes, (3) the resulting reallocation of rights and obligations under the Development Agreement among the parcels comprising the Property, including, without limitation, the reallocation among the parcels of the Owners Public Benefit Contributions obligations, and (4) the New Owners agreement to be bound by all applicable terms and conditions of the Development Agreement, the Parties desire to enter into this Amendment.
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
3 NOW, THEREFORE, in consideration of the above recitals, and for other good and valuable consideration the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereby agree to amend the Development Agreement with this Amendment as follows:
1. Replacement of Exhibit A [Village Two Ownership – Development Agreement] Replacement. Exhibit A to the Development Agreement is hereby replaced with Exhibit A to this Amendment.
2. Replacement of Exhibit B [General Description and Depiction of the Project] .
Exhibit B to the Development Agreement is hereby replaced with Exhibit B to this Amendment
3. Replacement of Exhibit F [Public Benefit Contribution Table] . Exhibit F to the Development Agreement is hereby replaced with Exhibit F to this Amendment.
4. Exhibits. Exhib its A, B and F are the only Exhibits to this Amendment. The se Exhibits are attached hereto and incorporated herein by this reference.
5. Full Force. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.
6. New Owners Bound by Development Agreement. New Owners, and each of them, by executing this Amendment agree to be bound by all terms and conditions set forth in the Development Agreement, as amended hereby.
7. Authority. Each Party represents that it has full right, power and authority to execute this Amendment and to perform its obligations hereunder, without the need for any further action under its governing instruments, and the parties executing this Amendment on the behalf of such Party are duly authorized agents with authority to do so.
[NEXT PAGE IS SIGNATURE PAGE]
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
4 SIGNATURE PAGE TO FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT FOR OTAY RANCH VILLAGE TWO
CITY
CITY OF CHULA VISTA, a California charter city and municipal corporation
By:
John McCann, Mayor
Date:
ATTEST:
By:
Kerry K. Bigelow, City Clerk
APPROVED AS TO FORM
CITY ATTORNEY
By:
(printed name)
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
5 VILLAGE II OF OTAY HB SUB
a California general partnership
By: Village II of Otay HB Sub,
A California general partnership
Successor by merger
By: Southwind Development, LLC
A Delaware limited liability
company
Managing partner
By:_______________________
Nicholas Lee
Its: Chief Operating Officer
SUNRANCH CAPITAL PARTNERS, LLC,
A Delaware limited liability company
By:___________________________
Nicholas Lee,
Its: Authorized Representative
V2 MIXED USE, LLC
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Chief Operating Officer
V2 COMMERCIAL, LLC,
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Chief Operating Officer
V2 N IND 1(b), LLC
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Chief Operating Officer
R12A, LLC,
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Chief Operating Officer
R12B, LLC
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Chief Operating Officer
BALDWIN & SONS, LLC
A California limited liability company
By:______________________________
Nicholas Lee
Its: Chief Operation Officer
R25A TOWNHOMES, LLC,
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Authorized Representative
R25A FLATS, LLC,
A California limited liability company
By:___________________________
Nicholas Lee,
Its: Authorized Representative
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
6 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , ____, before me, , Notary Public in and for said State, personally appeared _________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
City of Chula Vista Amendment to Agreement No.: ________ V2 – Development Agreement.10dec14
7 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , ____, before me, ,
Notary Public in and for said State, personally appeared _________________________________________________________, who proved to me on the basis of sa tisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument t he person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)