HomeMy WebLinkAboutAgenda Report - June 20, 2007 E-14I LAAGENDAITEM ~
CITY OF LODI
COUNCIL COMMUNICATION
TM
AGENDA TITLE: Consider Approval of Insubstantial Amendments to the Assignment and
Assumption Agreement, attached as Exhibit G to the Development Agreement by
and between the City of Lodi and San Joaquin Valley Land Company ("SJVLC"),
and thereby consent to the assignment of the Blue Shield site from SJVLC to Blue
Shield, and Grant of Temporary Easement.
MEETING DATE: June 20,2007 City Council Meeting
PREPARED BY: City Attorney's Office
RECOMMENDED ACTION: That the City Council approve the insubstantial amendments to the
Assignment and Assumption Agreement, attached as Exhibit G to
the Development Agreement by and between the City of Lodi and
San Joaquin Valley Land Company ("SJVLC), and thereby consent to the assignment of the Blue Shield
site from SJVLC to Blue Shield.
BACKGROUND INFORMATION: Council approved a Development Agreement with San Joaquin
Valley Land Company ("SJVLC) effective September 6,2006. The
Agreement contemplates the assignment of its obligations and
benefits in Paragraph 22 in a form attached as Exhibit G, entitled "Assignment and Assumption
Agreement." SJVLC and Blue Shield have agreed on a form of Assignment Agreement that differs,
although insubstantially, from the form attached as Exhibit G. The changes relate primarily to the fact
that Blue Shield will not assume all of SJVLC's obligations, instead leaving them with SJVLC. As
proposed, SJVLC alone would retain the obligations for the Downtown Impact Fee, Continued
Maintenance Obligations, Fire Station and Equipment, Public Art, Animal Shelter, Utility Service,
Annexation, Community Facilities District, and Citizens for Open Government. The Agreement also adds
indemnity obligations between SJVLC and Blue Shield and a California Chose of Law provision. Finally
the Assignment Agreement is conditioned on the City Council granting a temporary easement over the
30 -foot strip between the Blue Shield site and the North Highway 99 Frontage Road. The easement is
necessary to ensure Blue Shield has access to the Frontage Road until the roadway improvements are
created. Approval will therefore grant the temporary easement. Paragraph 12.3 permits such
insubstantial amendments to the Development Agreement with Council Consent.
FISCAL IMPACT: NIA
APPROVED:
Blair King, Ody.A nager
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
RELATIVE TO
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
(her -e naftef, the "Agreement") is entered into this day of , 2OQ—
,
RECITALS
4—.1. On September 6, 2006, the City of Lodi "Ci and Developer entered into that
certain agreement entitled "Development Agreement By and Between The City of Lodi and
Rial4tiwSan Joaquin Valley Land CompmL LLC" relative to the Deye'„p,, efi4develonment
known as the "Reynolds Ranch" nroiect "Development Agreement"). Pursuant
to the Development Agreement, Developer agreed to develop certain property more particularly
described ' on Exhibit A attached hereto
J"Subject Property"), subject to certain conditions and obligations as set forth in the
Development Agreement. The Development Agreement was recorded against the Subject
Property in the Official Records of San Joaquin County on ,December 26 2006 as
Instrument No. .2006-268372.
DOCSSFO-"^�22Q 412479R20,
particularly describe
hereto and ineemen
P
and more
?. attached
3-3. Developer desires to assign and Assignee desires to assume a4certain of
Developer's right, title, interest, burdens and obligations under the Development Agreement with
respect to and as related to the Assigned Parcel, as more particularly set forth herein.
-- 2 —
DOCSSFO-"^�.°'^ ' 12479820.3
NOW, THEREFORE,
AGREEMENT
1. Assignment. Except as set forth in Section 3 t
effective as of Developer's eenveyanee e f *h.o ^ ssig oa PaFeE
of the rights, title, interest, burdens and obligations collectivf
Developer under the Development Agreement with respect to
retains all the rights, title, in4e -est, i.,,,-av44.4 4.4a Ahli fits ,,,SL
Development Agreement with respect to all other property wi
Developer.
2.
hereby assigns,
Effective Date, all
)bliaations") of
atm under the
ect Property owned by
hereby assumes.,
and Obligations of Developer under the Development Agreement with respect to the Assigned
Parcel, and agrees to observe and fully perform all of the duties and obligations of Developer
under the Development Agreement with respect to the assigned Rights and Obligations with
respect to the Assigned Parcel. The parties intend hereby that, t1pa the A- f-th ^
n gree, eifit ,,,,a , o e oft e Assigned P ffiv ed to A's as of the Effective Date, Assignee
shall become substituted for Developer as the "Developer" under the Devell
with respect to the assigned Rights and Obligations for the Assigned Parcel.
Lal Section 6.1.2, Agricultural Land Mitigation Fee (EIR Mitigation Measure
3.7_41.
cj Section 6.4.3, Downtown Impact Fee.
d� Section 6.4.5 Maintenance of Lands Dedicated to City.
ej Section 6.4.6, Fire Station and Equipment.
f� Section 6.4.8, Public Art.
Section 6.4.9, Animal Shelter.
-- 3 —
DOCSSFO-"^
.z.Q22Q 14'^'12479820.3
Cil Section 6.5. Annexation.
W Section 9, Community Facilities District. .
4. Indemnification.
5. Notices. The notice address described in Section 29 of the Development
Agreement for the Developer and Assignee shall be:
DOCSSFO-"^
.z.Q22Q 14'^ 412479820.3
To DEVELOPER to: San Joaauin Vallev Land Comnan
1420 S. Mills Avenue, Suite K
Lodi, CA 95242
Attention: Dale Gillespie
Telephone No. 209-333-3400
Facsimile No.: 209-369-6504
With a copy to: Hakeem. Ellis & Marengo
3414 Brookside Road, Suite 100
Stockton, CA 95219
Attention: Michael D. Hakeem, Esa.
Telephone No. 209-474-2800
Facsimile No.: 209-474-3654
With a copy to: Blue Shield of California
50 Beale Street
San Francisco, CA 94105
Attention: Law Department
Telephone No.: 415-229-5000
Facsimile No.: 415-229-5274
With a copy to: Reed Smith LLP
Two Embarcadero Center
San Francisco, CA 94111
Attention: Sherry G. Geyer, Esa.
Telephone No.: (415)569-5974
Facsimile No.: (415)391-8269
6. Representations.
7. Miscellaneous.
7.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
DOCSSFO-"^�22Q 412479820.3
7.2 Successor and Assigns. All of the covenants, terms and conditions set
forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heir -s successors and assigns.
instrument.
[Signatures on following nage.l
DOCSSFO-"47Q22Q 94'^'12479820.3
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. This Agreement may by signed ; eve -41B of-pai4s-
DEVELOPER „*o,-pai4s-
DEVELOPER
SAN JOAQUIN VALLEY LAND
COMPANY. LLC
a California limited liability company
By:
Name:
Title:
ASSIGNEE
CALIFORNIA PHYSICIANS' SERVICE
dba
Blue Shield of California
a California not- for-profit mutual benefit
corporation
By:
Name:
Title:
DOCSSFO-"^�22Q ' 12479820.3
CONSENT OF CITY OF LODI
rMrMI, ft -di
MAMMA
CITY OF LODI
By:
Name: Blair King
Title: City Manager
Dated: June 02007
Form of assignment agreement hereby approved:
By:
Name:
Title: City Attorney
Dated: June 02007
DOCSSFO-"^�22Q 412479820.3
EXHIBIT A
Legal Description of Subject Property
(See Attachedl
Exhibit A
EXHIBIT B-1
Legal Description of Assigned Parcel
(See Attachedl
Exhibit 1- 1
EXHIBIT B-2
Site Man of Assigned Parcel
Exhibit B-2
STATE OF CALIFORNIA 1
1
COUNTY OF 1
Witness my hand and official seal.
Signature
STATE OF CALIFORNIA 1
1
COUNTY OF 1
Witness my hand and official seal.
Signature
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E, N
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDERS USE)
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
and
GRANT OF EASEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND
GRANT OF EASEMENT ("Agreement") is entered into as of June , 2007 ("Effective
Date"), by and between SAN JOAQUIN VALLEY LAND COMPANY, LLC, a California
limited liability company ("Developer"), and CALIFORNIA PHYSICIANS' SERVICE dba
BLUE SHIED OF CALIFORNIA, a California not-for-profit mutual benefit corporation
("Assignee") and the CITY OF LODI ("City").
RECITALS
1. On September 6,2006, the City of Lodi ("City") and Developer entered into that
certain agreement entitled "Development Agreement By and Between The City of Lodi and San
Joaquin Valley Land Company, LLC" relative to the development known as the "Reynolds
Ranch" project ("Development Agreement"). Pursuant to the Development Agreement,
Developer agreed to develop certain property more particularly described on Exhibit A attached
hereto ("Subject Property"), subject to certain conditions and obligations as set forth in the
Development Agreement. The Development Agreement was recorded against the Subject
Property in the Official Records of San Joaquin County on December 26,2006, as Instrument
No. 2006-268372.
2. Concurrent herewith, Assignee is purchasing from Developer an approximate
20.5 acre portion of the Subject Property located at the southwest comer of Highway 99 and
Harney Lane and more particularly described and identified in Exhibit B-1 and Exhibit B-2,
attached hereto ("Assigned Parcel").
3. Developer desires to assign and Assignee desires to assume certain of
Developer's right, title, interest, burdens and obligations under the Development Agreement with
respect to and as related to the Assigned Parcel, as more particularly set forth herein.
4. The City has accepted dedication of a portion of the Subject Property (the "ROW
Parcel") from the Developer for future use as a public right-of-way pursuant to that [Deed] dated
- I —
DOCSSFO-1247982Q 2124798204
and [describe action by the City to accept dedicatio]. Due to such dedication, the
Assigned Parcel will no longer have access to a public roadway until such time, if ever, the
ROW Parcel is improved as a public roadway. The City has agreed to grant an easement
appurtenant to and for the benefit of the Assigned Property, as more particularly set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, Developer and
Assignee hereby agree as follows:
1. Assignment of Development Ameement. Except as set forth in Section 3 below,
Developer hereby assigns, effective as of the Effective Date, all of the rights, title, interest,
burdens and obligations (collectively, "Rights and Obligations") of Developer under the
Development Agreement with respect to the Assigned Parcel. Developer retains all the Rights
and Obligations under the Development Agreement with respect to all other property within the
Subject Property owned by Developer.
2. Assumption of Development Ameement. Except as set forth in Section 3 below,
Assignee hereby assumes, effective as of the Effective Date, all of the Rights and Obligations of
Developer under the Development Agreement with respect to the Assigned Parcel, and agrees to
observe and fully perform all of the duties and obligations of Developer under the Development
Agreement with respect to the assigned Rights and Obligations with respect to the Assigned
Parcel. The parties intend hereby that, as of the Effective Date, Assignee shall become
substituted for Developer as the "Developer" under the Development Agreement with respect to
the assigned Rights and Obligations for the Assigned Parcel.
3. ObligationsNot Assumed. Notwithstanding the provisions of Sections 1 and 2
above, Developer is not assigning and Assignee is not assuming the following Rights and
Obligations of Developer under the Development Agreement with respect to the Assigned Parcel
and, as between Developer and Assignee, Developer shall retain 100% of such Rights and
Obligations under the Development Agreement:
3.7.4).
(a) Section 6.1.2, Agricultural Land Mitigation Fee (EIR Mitigation Measure
(b) Section 6.4.2. Rehabilitation of Existing Residential Units.
Notwithstanding the non -assignment to Assignee of Developer's Rights and Obligations under
Section 6.4.2of the Development Agreement, -Assignee hereby agrees to reimburse Developer an
nine and two-tenths percent (9.2%) pro rata share of any fee imposed on the Developer by the
City, up to a maximum of $115,000, in the event that Developer elects to pay the rehabilitation
fee rather than undertaking the actual rehabilitation of such residential units.
(c) Section 6.4.3,Downtown Impact Fee.
(d) Section 6.4.5 Maintenance of Lands Dedicated to City.
(e) Section 6.4.6, Fire Station and Equipment.
(f) Section 6.4.8,Public Aft.
(g) Section 6.4.9,Animal Shelter.
-2-
OOCSSFD __
(h) Section 6.4.10. Costs re: Utility Service. Notwithstanding the non -
assignment of Developer's Rights and Obligations under Section 6.4.10 of the Development
Agreement, the parties agree that such costs are included in the infrastructure costs allocated
between the parties as set forth in that certain Infrastructure Development and Reimbursement
Agreement between Developer and Assignee dated as of even date herewith ("Infrastructure
Agreement").
(i) Section 6.5, Annexation.
0) Section 9, Community Facilities District. .
(k) Citizens for Ouen Government Settlement Conditions. Section
2(B)(Agricultural Conservation Easements). Section 2(F) (Pedestrian Transit and Bicvcle
Infrastructure), and Section 2(H)(funding for residential water service) of that certain Agreement
to Amend Draft Development Agreement and Refrain From Challenging Land Use Project dated
August 24, 2006, between the City, Citizens for Open Government and Developer and
incorporated into the Development Agreement.
4. Indemnification.
4.1 Developer Indemnity. Developer agrees to indemnify, defend (with
counsel reasonable acceptable to Assignee) and hold harmless Assignee its officers, directors,
members, partners, employees, agents, representatives, successors and assigns from and against
any costs (including, without limitation, reasonable attorneys' fees and costs), claims, damages or
causes of action arising out of or resulting from the failure of Assignor to comply with or
perform the covenants, conditions, agreements, duties and obligations of Assignor under the
Development Agreement or in connection with any claims for indemnification by the City under
Section 25 of the Development Agreement with respect to the Assigned Parcel and arising prior
to the Effective Date. In addition, Developer agrees to indemnify, defend (with counsel
reasonable acceptable to Assignee) and hold harmless Assignee its officers, directors, members,
partners, employees, agents, representatives, successors and assigns from and against any costs
(including, without limitation, reasonable attorneys' fees and costs), claims, damages or causes of
action arising out of or resulting from the failure of Assignor to comply with or perform the
covenants, conditions, agreements, duties and obligations of Assignor under the Development
Agreement or in connection with any claims for indemnification by the City under Section 25 of
the Development Agreement with respect to all of the Subject Property arising at any time,
except with respect to the Assigned Parcel on and after the Effective Date.
4.2 Assignee Indemnity. Assignee agrees to indemnify, defend (counsel
reasonable acceptable to Developer) and hold harmless Developer, its officers, directors,
members, partners, employees, agents, representatives, successors and assigns from and against
any costs (including, without limitation, reasonable attorneys` fees and costs) claims, damages or
causes of action arising out of or resulting from the failure of Assignee to comply with or
perform the covenants, conditions, agreements, duties and obligations of Assignee under the
Development Agreement or in connection with any claims for indemnification by the City under
Section 25 of the Development Agreement, with respect to the Assigned Parcel and arising on
and after the Effective Date.
5. Consent of City to Assignment and Assumption. The City hereby consents to the
assignmentto and assumption by Assignee of the Development Agreement upon the terms set
forth in this Agreement.
-3—
6. Grant of Easement. The City hereby grants to Assignee for the benefit of the
Assigned Parcel a non-exclusive, appurtenant easement into, out of, on, over and across the
ROW Parcel more particularly described in Exhibit C attached hereto and by this reference
incorporated herein, for pedestrian and vehicular ingress and egress "Eas m n "
Fasement all ;nclIlde the richt of A, ancc to construct and maintain a X -foot wide
right-of-way (which need not be improved) beweenacross the ROW Parcel connecking the
Assigned Parcel and the Frontage Road r Ase e t"; This o 0 ew .,t,,,it fi fin e ;
Isom the date hereof until the
L,9uch termination and conversion and
to exeCutteacs, arate easement
termination
location of such "gap" easement.
7. Notices. The notice address described in Section 29 of the Development
Agreement for the Developer and Assignee shall be:
To DEVELOPER to: San Joaquin Valley Land Company
1420 S. Mills Avenue, Suite K
Lodi, CA 95242
Attention: Dale Gillespie
Telephone No. 209-333-3400
Facsimile No.: 209-369-6504
With a copy to: Hakeem, Ellis & Marengo
3414 Brookside Road, Suite 100
Stockton, CA 95219
Attention: Michael D. Hakeem, Esq.
Telephone No. 209-474-2800
Facsimile No.: 209-474-3654
To ASSIGNEE to: Blue Shield of California
California Physicians' Service
Attention: Executive Vice President,
-4—
DOCSSFO-i 247:9920, a12479a2o_4
Customer Service and Corporate Marketing
Telephone No. 415-229-5000
Facsimile No.: 415-229-5056
With a copy to: Blue Shield of California
50 Beale Street
San Francisco, CA 94105
Attention: Law Department
Telephone No.: 415-229-5000
Facsimile No.: 415-229-5274
With a copy to: Reed Smith LLP
Two Embarcadero Center
San Francisco, CA 94111
Attention: Sherry G. Geyer, Esq.
TelephoneNo.: (415) 569-5974
FacsimileNo.: (415) 391-8269
8. Reoresentations.
8.1 Status. Assignee is a California not-for-profit mutual benefit corporation
duly organized, validly existing and in good standing under the laws of the State of California.
Assignor is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of California.
8.2 Authori . This Agreement is duly authorized, executed and delivered and
shall be the legal, valid and binding obligation of each of the parties hereto. Assignor and
Assignee each represent and warrant that the person signing this Agreement on behalf of such
party has full power and authority to execute this Agreement on such party's behalf.
9. Miscellaneous.
9.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
9.2 Successor and Assigns, All of the covenants, terms and conditions set
forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
9.3 Attorneys' Fees. If either party brings or commences any legal action or
proceeding to enforce any of the terms of this Agreement (or for damages by reason of an
alleged breach of this Agreement), the prevailing party in such action shall be entitled to recover
all costs and expenses of litigation, including reasonable attorneys' fees.
9.4 Incorporation of Exhibits. Each exhibit attached to and referred to in this
Agreement is hereby incorporated by reference as though set forth in full where referred to
herein.
9.5 Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one
instrument.
-5—
DOCSSFO T 247N2D-.312479820 4
[Signatures on following page. ]
-6—
DOC88Fo-12471; IISSMA
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY
CITY OF LODI
By:
Name: Blair King
Title: City Manager
Dated: June, 2007
Form of Agreement hereby approved
By:
Name:
Title: City Attorney
Dated June , 2007
7—
DEVELOPER
S A N JOAQUIN VALLEY LAND
COMPANY, LLC
a California limited liability company
By:
Name:
Title:
ASSIGNEE
CALIFORNIA PHYSICIANS' SERVICE
dba
Blue Shield of California,
a California not-for-profit mutual benefit
corporation
Name:
Title:
DOCSSFO-42
-8�
o0GS5Fa334;9a28af 24IS82DA
EXHIBIT A
Legal Description of Subject Property
(See Attached)
Exhibit A
DOC38FO ", 930312478820.4
EXHIBIT B-1
Legal Description of Assigned Parcel
(See Attached)
Exhibit B-1
DOCSSRO61247b929 3124798M 4
EXHIBIT B-2
Site Map of Assigned Parcel
Exhibit B-2
1 MIN Mo IIC
Legal Description of ROW Parcel and Plat Plan
(See attached)
DOCSSFO-
STATE OF CALIFORNIA
COUNTY OF
On ,2007 before me, ,Notary Public, personally appeared
,personally known to me (or proved to me on the basis of satisfactory
evidence)to be the person(s) whose names) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorizedcapacity(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.
Witness my hand and official seal.
Signature
KV'&*yr4x
STATE OF CALIFORNIA
COUNTY OF
On ,2007 before me, , Notary Public, personally appeared
,personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledgedto 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.
Witness my hand and official seal.
Signature
DOCSSFa1247Q8294+247ng
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