HomeMy WebLinkAboutResolution - SA 12-07 STATE OF CALIFORNIA ) RESOLUTION NO. SA 12-07
COUNTY OF RIVERSIDE ) ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE GOVERNING BOARD OF THE
SUCCESSOR AGENCY TO THE SAN JACINTO
REDEVELOPMENT AGENCY, APPROVING A
PURCHASE AND SALE AGREEMENT FOR PROPERTY
GENERALLY LOCATED AT THE NORTHEAST CORNER
OF SAN JACINTO AVENUE AND COMMONWEALTH
AVENUE (APNS 439-112-032, & 439-112-033, 439-112-
0043 0089 & 009)
WHEREAS, pursuant to Health and Safety Code section 34173(d), the
City of San Jacinto is the successor agency ("Successor Agency") to the dissolved San
Jacinto Redevelopment Agency; and
WHEREAS, the City of San Jacinto, as the Successor Agency owns
certain real property adjacent to Project Site in the City of San Jacinto, California (APNS
439-112-032, & 439-112-033, 439-112-004, 008, & 009) ("Subject Property"); and
WHEREAS, Mark Development, Inc. ("Purchaser") has offered to
purchase the Subject Property, consisting of approximately 107,460 square feet, for
$400,000; and
WHEREAS, the Purchaser proposes to develop a retail commercial
project, including using its best efforts to develop a "sit down" type restaurant at the
Subject Property; and
WHEREAS, Health and Safety Code section 34177(e) requires the
Successor Agency to dispose of assets and properties of the former San Jacinto
Redevelopment Agency as directed by the Oversight Board, to be done expeditiously
and in a manner aimed at maximizing value; and
WHEREAS, the Successor Agency finds and determines that the
Purchase and Sale Agreement maximizes value and is in the best interests of
Successor Agency, the community and the winding down of the San Jacinto
Redevelopment Agency's business, as follows:
• the purchase price for the Subject Property will, as required by Health and
Safety Code section 34177(e), be transferred to the County, for
distribution to other taxing entities, such as the San Jacinto Unified
School District.
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• the development of the Subject Property as a retail project will increase
the assessed value of the land, thereby increasing ad valorum taxes,
which are distributed to such taxing entities.
• the use of the developed project as a retail will provide jobs to local
residents as well as sales tax to the City.
• the development of the project with a "sit-down" type restaurant will
provide residents another dining choice, thereby enhancing the quality of
life in the City, and indirectly, the value of home prices; and
WHEREAS, all other legal prerequisites to the adoption of this Resolution
have occurred.
NOW, THEREFORE, BE IT RESOLVED, ordered, and determined by the
governing board of the Successor Agency to the San Jacinto Redevelopment Agency:
SECTION 1. Recitals. The Recitals set forth above are true and correct
and are incorporated into this Resolution by this reference.
SECTION 2. CEQA Compliance. Pursuant to California Environmental
Quality Act (Pub. Resources Code, §§ 21000 et sec.) ("CEQA") and the State and local
CEQA Guidelines, the governing board of the Successor Agency determine that the
approval of the Purchase and Sale Agreement by the Successor Agency is not an
action that may have a significant effect on the environment, because it is only a
transfer of property. Prior to the approval of any development project at the Subject
Property, such project will be reviewed pursuant to CEQA. As a result, the Purchase
and Sale Agreement does not constitute a "project' subject to the requirements of
CEQA. The City Clerk, acting on behalf of the Successor Agency, is authorized and
directed to file a Notice of Exemption with the appropriate official of the County of
Riverside, California, within five (5) days following the date of adoption of this
Resolution.
SECTION 3. Approval of Purchase and Sale Agreement. The Governing
Board of the Successor Agency hereby approves the accompanying Purchase and Sale
Agreement, in substantially the form attached to this Resolution as Exhibit A.
SECTION 4. Further Acts. The City Manager, or his designee, is hereby
authorized and directed to take any action necessary to carry out the purposes of this
Resolution and comply with applicable law.
SECTION 5. Severability. If any provision of this Resolution or the
application of any such provision to any person or circumstance is held invalid, such
invalidity shall not affect other provisions or applications of this Resolution that can be
given effect without the invalid provision or application, and to this end the provisions of
this Resolution are severable. The RDA Successor Agency declares that the RDA
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Successor Agency would have adopted this Resolution irrespective of the invalidity of
any particular portion of this Resolution.
SECTION 6. Certification. The City Clerk, acting on behalf of the RDA
Successor Agency, shall certify to the adoption of this Resolution.
SECTION 7. Effective Date. This Resolution shall become effective
immediately upon its adoption.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council serving as the successor agency to the dissolved San Jacinto Redevelopment
Agency, on the 18th day of September, 2012, by the following vote:
AYES: Bartel, Di Memmo, Ledezma, Miller, Kotyuk
NAYS: None
ABSENT: None
ABSTAIN: None
Successor Agency to the City of San
Jacinto Redevelopment Agency
Andrew K Kotyuk, Chairman
ATTEST:
yja"' '—�d� ,
Richard Miller, Agency Secretary
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EXHIBIT A
PURCHASE AND SALE AGREEMENT
[Attached behind this page]
Mark Development Inc.
Standard Purchase Agreement
for Purchase of Real Estate ,FaiA wr
BUYER: Mark Development Inc.,or assignee(the"Buyer")hereby offers to purchase the real property,hereinafter described,from
the owner thereof City of San Jacinto, or assignee (the "Seller") (collectively, the "Parties" or individually, a "Party"), through an
escrow (the "Escrow") to close thirty (30) days after the expiration of the Contingency Period or any extensions hereof, (the
"Expected Closing Date") to be held by First American Title (the "Escrow Holder") attention Jeanne Gould, whose address is 2
First American Way, Santa Ana,CA 92868, Phone No. (714)250-5381, upon the terms and conditions set forth in this agreement(the
"Agreement"). Email-Jagould(a:firstam.com
The term "Date of Agreement" as used herein shall be the date when both Parties have executed this Purchase Agreement, and
execution and delivery(as defined in the paragraph titled "Length of Offer"), of this document or a subsequent counter-offer thereto,
Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon
terms accepted by both Parties.
PROPERTY: The real property (the "Property") that is the subject of this offer consists of approximately 84,070, 1st parcel&
23,390, 2nd parcel, square feet of land respectively, and is located in the City of San Jacinto, County of Riverside, State of
California, is also known as Assessor's Parcel Numbers 439-112-032, & 439-112-033, 1st parcel, & 439-112-004, 008, 009, 2nd
parcel,generally located at the northeast corner of San Jacinto Ave.&Commonwealth Ave.
Seller agrees to sell the Property, and Buyer agrees to purchase the Property,on the following terms and conditions. Any provisions
of this Agreement which are not completed shall have no force or effect:
1. PURCHASE PRICE: The Purchase Price for the 1st parcel is Three hundred Thirty Thousand dollars($330,000.00) &for the
2nd parcel, Seventy thousand Dollars ($70,000.00), all cash upon the close of Escrow. Buyer shall deliver and deposit same in
escrow as provided herein"Escrow"below. The balance of the Purchase Price(above the deposit)shall be payable at close of escrow
pursuant to the terms stated herein.
2. DEPOSIT: Buyer hereby delivers a check,or wire transfer,in the sum of Five Thousand dollars($5,000),made payable to First
American Title("Escrow Holder"). Said Deposit shall be held in an interest bearing account,with credit to Buyer. Said Deposit shall
be refundable during the Contingency Period,however,should Buyer waive the Contingency Period,the Deposit shall be applicable to
the purchase price but non-refundable. In the event Buyer cancels Escrow during the Contingency Period, the Deposit shall be
returned promptly to Buyer and no further obligation shall exist between the Parties. All Deposits are applicable to the purchase price,
and shall be deposited by Escrow into an interest bearing account with all interest accruing to the account of Buyer.
3. ESCROW: "Opening of Escrow' is defined as the date by which the Escrow Holder possesses Escrow prepared escrow
instructions,fully executed by both Buyer and Seller. Recording and transfer fees to be paid for by Seller. Escrow fees shall be paid
one-half by Buyer and one-half by Seller. Normal costs associated with closing, including a "standard coverage (know as a
C.L.T.A.) Title Policy" provided by Seller. Buyer to pay the additional cost for an "extended coverage (known as A.L.T.A.) Title
Policy"if required.
A. Subject to Satisfaction of the Contingencies herein described, Escrow Holder shall close this Escrow (the "Closing") by
recording the Grant Deed and other documents required to be recorded and by disbursing the funds and documents in
accordance with this Agreement.
B. The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing;
provided, however, that if the Closing does not occur by the Expected Closing Date and the Expected Closing Date is not
extended by mutual instructions of the Parties,then Buyer or Seller may notify the other Party,and Escrow Holder, in writing
that, unless the Closing occurs within five (5) business days following said notice, the Escrow and this Agreement shall be
deemed terminated without further notice or instructions.
C. Except as otherwise provided herein, the termination of Escrow and this Agreement and/or the return of deposited funds or
documents shall not relieve or release either Buyer or Seller from any obligation to pay Escrow Holder's fees and costs or
constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations,
agreements,covenants or warranties contained herein.
D. If this Agreement terminates for any reason other than Seller's breach or default, then at Seller's request, and as a condition
to the return of Buyer's Deposit,Buyer shall within five (5) days after written request deliver to Seller, at no charge, copies
of all surveys,engineering studies,soil reports,maps,master plans, feasibility studies and other similar items prepared by or
for Buyer that pertain to the Property.
Page 1 of 5 Seller's Initials
PA Buyer's Initials
4. CONTINGENCIES: The Contingency Period shall be for a period of one hundred fifty (150) days from the Opening of
Escrow, unless extended by mutual instructions of the Buyer and Seller. Evidence of compliance or waiver of all Contingency
Items shall be in writing. Approval of all Contingency Items (other than Contingency Items D, E, and F below) shall be made in
Buyer's sole and absolute discretion. Waiver of Contingency Items D and E,or any combination thereof, shall be in the Seller's sole
and absolute discretion. Failure to approve in writing shall be deemed disapproval of Contingency Items.
A. TITLE: Within (7) calendar days after Opening of Escrow, Escrow shall procure and cause to be delivered to Buyer a
preliminary title report with copies of all exceptions to the title policy, issued by First American Title (the "Title Company").
Within thirty (30) days following the Opening of Escrow, Buyer shall deliver to Seller written notice of any exceptions to
the title policy which Buyer reasonably objects. Failure of Buyer to object within this time period shall be deemed
disapproval of all exceptions to title. If Buyer objects to any exceptions, Seller shall within (5) calendar days after receipt of
Buyer's objections,deliver to Buyer written notice that either(i)Seller has removed the exception(s)to which Buyer has objected
to, or will do so prior to the closing date, or (ii) Seller is unwilling or unable to eliminate said exception(s). If Seller fails to so
notify Buyer or is unwilling or unable to remove any such exception by the Closing Date, Buyer within 48 hours following the
time period set forth above,may elect to terminate this Agreement and be refunded Buyer's entire Deposit,in which event Buyer
and Seller shall have no further obligations under this Agreement;or,alternatively,within said stated 48 hour time period, Buyer
may elect to purchase the Property subject to such exception(s). Seller shall convey by grant deed to Buyer (or to such other
person or entity as Buyer may specify) marketable fee title subject only to the exceptions approved by Buyer in accordance with
Agreement. Title shall be insured by a standard California Land Title Associat' n owner's policy of title insurance issued by the
Title Company in the amount of the purchase price with premium paid by Soper. w
B. DOCUMENTS: Seller agrees to provide Buyer with items 1 - Jte'tow within ten(10)calendar days following opening
of escrow,or any information which pertain to the property.
1. All rental agreements and leases,including all am ts,addenda,and memo's,if any.
2. All service contracts,insurance policies,and the tat bill(s).
3. All architectural and engineering plans together wit any site/plot plan, CUP Conditions of Approval or such other
governmental permits/licenses/entitlements regarding the Property,if any.
4. All soils,environmental,site surveys or other reports in Seller possession.
Buyer shall acknowledge receipt of these items in writing. Buyer shall have the Contingency Period to review and approve in
writing all of these items. If Buyer fails to approve these items within the specified time, then Seller or Buyer may elect to
terminate this transaction. Buyer's entire Deposit shall be returned and Seller shall have no further obligations hereunder.
All Contingencies as stated herein, shall be in Buyer's sole and absolute discretion, which shall include but not be limited to, the
results of the development, leasing potential, architectural, engineering and economic studies and to ascertain to use the Property
for Buyer's intended use can be readily obtained.
C. PHYSICAL INSPECTION: Buyer to inspect the physical condition of the Property,including,but not limited to inspection
of the Property, soil conditions and the presence or absence of hazardous materials on or about the Property. Physical
inspection also to include Buyer's investigation of State and local laws to determine whether the Property must be brought into
compliance with minimum energy conservation or safety standards or similar retrofit requirements as a condition of sale or
transfer and the cost thereof, and to notify the Seller in writing the Buyer approves same. If Buyer fails to approve the
physical condition of the Property within the specified time, then Seller or Buyer may elect to terminate this transaction.
Buyer's entire Deposit shall be returned,and Buyer and Seller shall have no further obligations hereunder.
D. INTERVENING REAL PROPERTY: Close of Escrow is contingent on Buyer opening of Escrow for the purchase of the
Intervening Real Property,APN 439-112-03 &07,waivable at the City's election.
E. DEPARTMENT OF FINANCE: Close of Escrow is contingent on the Department of Finance's approval of this Purchase
and Sale Agreement,no later than September 28,2012,waivable at the City's election.
F. RESTAURANT CONTINGENCY: Buyer shall use its best efforts to secure a commercially viable "sit-down" type
restaurant, during the initial 150 days of the escrow/Contingency Period. Should Buyer fail to receive interest from a
commercially viable"sit-down"type restaurant from a mutually agreed upon list of restaurants,Buyer will have additional time to
secure other national retailer interest for the Property. Should Buyer not secure interest in a commercially viable"sit down"type
PA Seller's Initials
Buyer's Initials
restaurant during the initial 150 Contingency Period,Buyer and Seller shall start the Contingency Period all over,with an agreed
upon date for a new Close of Escrow,which date both parties shall notify Escrow of.
5. EXTENDING ESCROW: Buyer shall have the right to extend the said Escrow with three (3) successive extensions of thirty
(30) days. Should Buyer elect to exercise the extensions, Buyer will deposit an additional extension deposit of Five Thousand and
No1100 Dollars ($5,000.00) into Escrow for each extension. Said Deposit shall be a credit upon the purchase price, but forfeited as
liquidated damages in the event Escrow fails to close for any reason other than Seller's default. Seller shall not be responsible for the
payment of any such extension deposit if an extension of the Contingency Period is caused solely by the need to obtain Department of
Finance's approval of this purchase and sale agreement.
6. CONDITION OF PROPERTY: It is understood and agreed that the Property is being sold "as is", that Buyer has,or will have
prior to the Closing Date, inspected the Property and that Seller will not make any representation or warranty as to the physical
condition or value of the Property or its suitability for Buyer's intended use.
7. RISK OF LOSS: Risk of loss to the Property shall be borne by Seller until title has been conveyed to Buyer. In the event that the
improvements on the Property are destroyed or materially damaged between acceptance of this Agreement and the date title is
conveyed to Buyer, Buyer shall have the option of demanding and receiving back the entire Deposit and being released from all
obligations hereunder, or alternatively, taking such improvements as Seller can deliver. Upon Buyer's physical inspections and
approval of the Property, Seller shall maintain the Property through Closing in substantially the same condition and repair as
approved,reasonable wear and tear excepted.
S. POSSESSION: Possession of the Property shall be delivered to Buyer on Closing Date. All original leases if any, and rental
agreements, ongoing vendor contracts, etc., shall be delivered to escrow h r delivery to Buyer at Closing. In addition, a fully
executed lease assignment shall be delivered to Buyer at closing. "�
9. LIQUIDATED DAMAGES: By placing their initials irtely below Buyer and Seller agree that it would be
impractical or extremely difficult to fix actual damages event of a default by Buyer,that the amount of Buyer's Deposit
hereunder (as same may be increased by the items hereo a Parties reasonable estimate of Seller's damages in the event of
Buyer's default,and upon the Buyer's default in its pure se obligations under this Agreement, not caused by any breach by
Seller, Seller shall be released from its obligation to sell the Property and shall retain Buyer's Deposit (as same may be
increased by the terms hereof)as liquidated damages,which shall be Seller's sole and exclusive remedy in law or at equity for
Buyer's default.
Seller's Initials Buyer's Initials
10. SUCCESSORS AND ASSIGNS: This Agreement and any addenda hereto shall be binding upon and inure to the benefit of the
heir,successors, agents,representatives and assigns of the Parties hereto.
11. ATTORNEY'S FEES: In any litigation, arbitration or other legal proceedings which may arise between any of the parties
hereto, the prevailing Party shall be entitled to recover its costs, including cost of arbitration, and reasonable attorney's fees in
addition to any other relief to which such Party may be entitled.
12. TIME: Time is of the essence of this Agreement.
13. NOTICES: All notices required or permitted hereunder shall be given to the Parties in writing (with a copy to Broker) at their
respective addressees as set forth below and shall be effective upon receipt. Should the date upon which any act required to be
performed by this Agreement fall on a Saturday, Sunday, or legal holiday, the time for performance shall be extended to the next
business day.
14. FOREIGN INVESTOR DISCLOSURE: Seller and Buyer agree to execute and deliver any instrument, affidavit or statement,
and to perform any act reasonably necessary to carry out the provision of the Foreign Investment in Real Property Tax and regulations
promulgated thereunder.
15. OTHER TERMS AND CONDITIONS: Seller agrees to cooperate with Buyer's intended development plans, if any, by
executing any of Buyer's required applications as the "current Property owner" during the Escrow period, provided at no cost or
liability to Seller.
R4 Seller's Initials
Buyer's Initials ,
16. ENTIRE AGREEMENT/MODIFICATION: Any addendum attached hereto and either signed or initialed by the Parties shall
be deemed a part hereof. This Agreement, including addenda, if any, expresses the entire Agreement of the Parties and supersedes
any and all previous agreements between the Parties with regard to the property. There are no other understanding, oral or written,
which in any way alter or enlarge its items, and there are no warranties or representations of any nature whatsoever, either express or
implied, except as set forth herein. Any future modification of this Agreement will be effective only if it is in writing and signed by
both Parties.
17. INSPECTION OF PROPERTY: Seller agrees to allow Buyer to have access to the Property, and to enter it, for the purpose of
conducting physical,soils,geological,environmental,and surveying tests;inspections of the Property provided at no cost or liability to
Seller whatsoever. Buyer's agents,affiliates, employees and contractors have the same right of inspection.
18. DISCLOSURE OF REAL ESTATE BROKERAGE: Bill Neece of Neece Commercial Real Estate is the only Broker in this
transaction. The city of San Jacinto shall be responsible to pay a brokerage fee of 3% of the Purchase Price upon the close of
escrow. Buyer shall also pay Broker a brokerage fee of 3%of the Purchase Price upon the close of escrow.
19. LENGTH OF OFFER: Buyer's signature hereon constitutes an offer to Seller to purchase the Property on the terms and
conditions set forth herein. Unless acceptance hereof is made by Seller's execution of this Agreement and delivery of a fully executed
copy thereof to Buyer, in person or at the address shown below, on or before 5:00 P.M. on September 30, 2012, this offer shall be
null and void, and neither Seller nor Buyer shall have any further rights or obligations hereunder. Delivery shall be effective upon
personal delivery to Buyer or Seller or,if by mail or fax,on the next business day following the date of postmark.
Ale
20. GOVERNING LAW: This Agreement shall be governed aljd construed in accordance with the laws of the State of
California.
21. IMPUTED INTEREST: Seller and Buyer are advisel�tinancing carried back by Seller if any,and existing financing,either
assumed,or taken subject to,may be subjected to imp intc est rules at the time of sale or upon any subsequent transfer.
22. SQUARE FOOTAGE RESPONSIBILITY: ng physical inspection period, Buyer to conduct its own investigation as to
actual gross and net square footage of building(s)and/or land.
23. AUTHORITY: Seller and Buyer represent that they have full right, power and authority without the consent or approval of any
other person or entity to effect the transfer of the property as provided herein and to perform each of their obligations hereunder.
Furthermore, the individuals signing this agreement on behalf of Seller and Buyer have full right, power and authority to execute this
Agreement and transfer or purchase the property under the terms and provisions hereunder.
24. BUYER ACKNOWLEDGEMENT:Buyer acknowledges that Seller has made no verbal or written representations regarding the
Property, including, but not limited to any of the following: the Buyer's approval of the financial condition of the property or of any
tenant; the legality of the present or possible future use of the property; pending or possible future actions by any governmental entity;
the physical condition of the property, including but not limited to soil conditions; the accuracy or completeness of income and
expense information and projections,of square footage figures, and of the texts of leases, options, and other agreements affecting the
property; the possibility that leases, options, or other documents exist which affect or encumber the property; or the presence or
location of any hazardous materials on or about the property, including,but not limited to, asbestos, PCB's, other toxic, hazardous or
contaminated substances,and underground storage tanks. Buyer agrees that investigation and analysis of the foregoing matters are the
sole responsibility of Buyer and its independent advisors and consultants.
PAY Seller's Initials
Buyer's Initials
Signature Page to
Mark Development Inc.
Standard Purchase Agreement
for Purchase of Real Estate
OFFER: The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges
receipt of a hard copy hereof.
ACCEPTANCE: Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the
terms and conditions therein specified.
SELLER: City of San Jacinto BUYER: Mark Development,Inc.
By: /Date By: /Date
Name Printed:Tim Hulls Name Printed: Mark E. Sandoval
Title:City Manager Title: ,resident
Address: 595 S. San Jacinto Ave. PO 5,V
San Jacinto CA .,California 92373
PH: 951-487-7325 FAX:951-654-4231 09-335-0330
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Email-thults@sanjacintoca.us Email-Mark(a MarkDevelopmentlnc.cam
Y.a Seller's Initials
Buyer's Initials