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HomeMy WebLinkAboutSA RES. 2019-04 Purchase and Sale of 192 E Center S and 353 N. Gibbs St RESOLUTION NO. SA 2019 04 A RESOLUTION OF THE CITY COUNCIL, SITTING AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF POMONA, CALIFORNIA, APPROVING AN ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENTS FOR THE PROPERTY AT 192 E. CENTER STREET AND 353 Na GIBBS STREET (APN'S 8336-026- 904 & 905) IN POMONA, CALIFORINA TO TRIAD VENTURES, INC. WHEREAS, the former Pomona Redevelopment Agency ("Agency") was a community redevelopment agency organized and existing under the California Redevelopment Law; WIIEREAS, the Agency was dissolved effective February 1, 2012, by way of Assembly Bill 1x26 (as subsequently amended from time to time, the "Dissolution Act") and the California Supreme Court's decision in California Redevelopment Association v. Matosantos (2011) 53 CalAth 231; WHEREAS, the Dissolution Act created a "successor agency" for each dissolved redevelopment agency, and charged such agencies with completing various tasks and obligations geared towards "winding down" the affairs of their respective redevelopment agency; WHEREAS, the Dissolution Act created an "oversight board" for each successor agency, and charged such boards with overseeing, reviewing, and approving enumerated successor agency actions; WHEREAS, upon dissolution of the Agency, all real property assets of the former Agency were transferred to the Successor Agency for management and disposition in accordance with the Dissolution Act; WHEREAS, the Successor Agency was required to prepare a Long Range Property Management Plan ("LRPMP")to address the disposition and use of all real property assets of the former Agency, and to submit an Oversight Board-approved LRPMP to the Department of Finance (Health & Safety Code § 34191.4.); WHEREAS, the Pomona Oversight Board ("Oversight Board") has heretofore approved the Successor Agency's LRPMP and the Department of Finance subsequently approved the Successor Agency's LRPMP on October 7, 2014; WHEREAS,the Successor Agency owns that certain real property commonly known as 192 E. Center Street and 353 N. 'Gibbs Street, in the City of Pomona, California, and specifically identified as Los Angeles County Assessor's Parcel No'. (8336-026-904 & 905) (the "Property"), and such Property is identified for sale in the LRPMP as Site Number I WHEREAS, on March 18, 2,018 the Successor Agency entered into a Purchase and Sale Agreement with Watt Communities for the acquisition of the Property; Resolution No. SA 2019-4 August 5, 2019 Page 1 of 3 WHEREAS, Watt Communities ("''matt') anticipated developing the Property in partnership with Triad Ventures, Inc. ("Triad"), but Watt has subsequently decided not to pursue the purchase of the Property; WHEREAS, Triad is fully committed to purchasing the Property and Watt and Triad have agreed to assign Watt's interest in the: Property to Triad; WHEREAS, the assignment of the Purchase and Sale Agreement from Watt to Triad requires the Successor Agency's consent; and WHEREAS That the City Council, sitting as the Successor Agency to the former Redevelopment Agency of the City of Pomona, on the basis of the whole record and exercising independent judgment, finds that this Resolution is not subject to environmental review pursuant to Sections 15060(c)(2) and 15060(c)(3,) of the State Guidelines for implementation of the California Environmental Quality Act (CEQA). Sections 15060(c)(2) and 15060(c)(3) pertain to activities that will not result in a direct or reasonably foreseeable indirect change to the environment and that are not defined as a project under Section 15378. The proposed transaction contemplates only the assignment of a previously approved sale of the Property in its current condition, and any subsequent alternation or development of the Property by Developer will be subject to future discretionary action of the City Council, and subject to the City Council's consideration and approval of the appropriate environmental analysis and resulting study under the California Environmental Quality Act. NOW, THEREFORE, BE IT RESOLVED by the City Council, sitting as the Successor Agency to the former Redevelopment Agency of the City of Pomona as follows: SECTION 1. That, based upon staff reports, presentations, public testimony, and other matters presented during consideration of this matter, the Successor Agency finds and declares the foregoing recitals to be true and correct, and are expressly incorporated as a material part of this Resolution. SECTION 2. That the Successor Agency hereby approves and consents to the assignment and assumption pursuant to the Assignment, Assumption and Consent to Assignment of Purchase and Sale Agreements for the property at 192 E. Center Street and 353 N. Gibbs Street, located in the City of Pomona, California, and specifically identified as Los Angeles County Assessor's Parcel Nos. 8336-026-904 & 905. SECTION 3. That the Successor Agency hereby approves the Assignment, Assumption and Consent to Assignment of Purchase and Sale Agreements, in substantially the form as attached hereto as Exhibit A, and authorizes the City Manager to execute the Agreement on behalf of the Successor Agency in the form approved by the City Attorney's Office, and further authorizes the City Manager to execute such other documents as are reasonably necessary to complete the transaction contemplated in this Resolution. Resolution No. SA 2019-4 August 5, 2019 Page 2 of 3 SECTION 4. The Successor Agency Secretary shall .attest and certify to the passage and adoption of this resolution and it shall become etTective immediately upon its approval, and is, authorized to execute such other documents and certificates necessary to complete the transaction contemplated in this Resolution. PASSED,APPROVED AND ADOPTED this 5th day of August, 2019® POMONA CITY COUNCIL SITTING AS SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF POMONA, CALIFORNIA, PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 34173 Tirr(SanCoylal Agency Chair APPROVED AS TO FORM: ATTEST: Christi o_97in_1� k6safia,A. Bufl r, MMC v ec Agency Counsel Agency Secreta y- 1, HEREBY CERTIFY that the foregoing resolution was duty adopted by the City Council sitting as the Successor Agency to the Redevelopment Agency of the City of Pomona at a regular meeting thereof held on August 5, 2019 by the following vote of the Agency: AYES: Garcia, Gonzalez, Lustro, Ontiveros-Cole, Preciado, Torres, Sandoval NOES: None ABSTAIN: None ABSENT: None Ro,salia A. Butler, NIC Agency Secretary Resolution No. SA 2019-4 August 5, 2019 Page 3 of 3 ,vrTACHMENALL' -4 ASSIGNMENT, ASSUMPTION AND CONSENTTO ASSIGNMENTOF PURCMASE AND SALE AG1E NTS (POMONA PROPERTY) This ASSIGNMENT,ASSUMPTION AND CONSENT TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENTS (this"Ag:ieqMent") is entered into effective as of 201 ("Effective Date"), by and between WATT COMMI-INITTES LLC,a California limited liability company("Assigpor"), and TRIAD VENTURES, INC., a California corporation (" RECITALS A. Assignor and the CITY OF POMONA ACTING AS THE SUCCESSOR AGENCY TCS THE REDEVELOPMENT AGENCY OF THE CITY OF POMONA ("City"), entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions dated April 26, 2018 (the"Initial Purchase and Sale Agreement"),relating to City's sale and Assignor's purchase of that certain real property located at 192 Last Center Street and 353 Gibbs Street, Pomona, California,comprised of APNs-8316-026-904 and 8336-026-905,respectively and more particularly described in the Initial Purchase and S'ate Agreement(collectively, the "Gibbs/Center Street Property"'), a copy of which is attached hereto as Exhibit"A". B. Subsequently,Assignor and City, acting together with THE POMONA HOUSING AUTHORITY,a local housing authority created and existing pursuant to California law("Authority,"'and jointly with City,"Seller"),entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions dated as of 2018 (the"Second Purchase and Sale Agreement"),relating to Seller's sale and Assignor's purchase of that certain real property consisting of properties commonly known as 150 East Center Street(APN's 8336- 026-900 through 903)and a lot, generally described as a 16,584 square foot parcel(A-PN 8336- 021-901) located in Pomona,California(as more particularly described in the Purchase and Sale Agreement and referred to as the"Additional Property"), a copy of which is attached hereto as Exhibit"B". As used in this Assignment,the Gibbs/Center Street Property and the Additional Property are referred to,collectively, as the"Prop�jrt ",and the Initial Purchase and Sale Agreement.and the Second Purchase and Sale Agreement are referred to, collectively, as the "Purchase and Sale Agreement "). Certain capitalized terms not defined when first used in this Assignment shall have the meaning set forth in the Purchase and Sale Agreements. C. Assignor has deposited a$10,000 deposit (the"Initial But ver Deposit") into an escrow account(the"Initial Escrow")established with First American Title Insurance Company, 18500 Von Kar an Avenue, Suite 600�,Irvine,California("Escrow Holder")in accordance with the Initial Purchase and Sale Agreement. Additionally,Assignor has deposited another$10,000 (the"Second BuyeLDeposit") into an escrow account(the"Second Escrow")established with Escrow Holder under the Second Purchase and Sale Agreement. The Initial Buyer Deposit and the Second Buyer Deposit are collectively referred to in this Assignment as the"Deposits"and the Initial Escrow and the: Second Escrow are collectively referred to as the "Escrows"), D. Assignor desires to assign all of its rights,title and interest in and to the Purchase and Sale Agreements,the Escrows and the Deposits, together with all related agreements and 65318.00901'3 2 09 3 410.2 escrow instructions related to the purchase of the Property and to,delegate to Assignee all of Assignor's duties and obligations thereunder. Assignee desires to accept the assignment of such rights and interests and assume such obligations thereunder. E. Section 34 of each of the Initial Purchase and Sale Agreement and the Second Purchase and Salle Agreement permit Assignor to assign its rights, interests and obligations thereunder subject to the express written consent of City, which consent shall not be unreasonably withheld. By this Agreement, the parties hereto have complied with the procedures and requirements contained in the Purchase and Sale Agreements pertaining to assignment of rights and interests and the delegation and assumption of obligations thereunder. TERMS AND CONDITIONS NO�W,THEREFORE, in consideration of the:non-refundable and irrevocable sum of $20,000 payable by Assignee to Assignor concurrently with the execution of this Agreement as a condition to,the effectiveness of this Agreement and the mutual covenants set forth herein, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as,follows: I. Inco_Wration of Recitals and Exhibits. The "Recitals" and "Exhibits" of this Agreement constitute a material part of this Agreement and are incorporated by reference as though fully set forth herein. 2. Representations. Assignor hereby represents and warrants that Assignor (i) has full power and authority to assign its entire right, title and interest in the Purchase and Sale Agreements to Assignee; (ii)has not transferred or conveyed its interest in the Purchase and Sale Agreements to any person or entity, collaterally or otherwise; and (iii) has full power and authority to, enter into this Agreement. Assignee hereby represents and warrants that Assignee has full power and authority to enter into this Agreement, 3. &�:;gnment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interests in and to the Purchase and Sale Agreements, the Escrows and the Deposits, including, without limitation, all of Assignor's right, title and interests in and to all related agreements incorporated into or required to be executed and delivered in connection with the Purchase and Sale Agreements along with all escrow instructions,relating to the Purchase and Me Agreements and the Escrows. 4. Assumtp ion, Assignee, for itself and its successors and assigns, hereby accepts from Assignor the foregoing assignment of any and all rights and interests of Assignor under the Purchase: and Sale Agreements, assumes and agrees to perform and be bound by all of the covenants, agreements, provisions, conditions and obligations of Assignor arising from or under the Purchase and Sale Agreements, From and after the Effective Date, Assignee releases Assignor from any and all obligations assumed by Assignee hereunder arising under the Purchase and Sale Agreements and, thereafter, Assignor shall have no liability to Assignee with respect to the Purchase and Sale Agreements,or any breach or default thereof or thereunder. 653'!&00901\32093410.2 5�. Deletion and As ......s�qpti�n of Qhtig tions Under the Purchase.. and Sale AgjKgpjgnjs. Assignor hereby delegates to Assignee all Assignor's obligations, covenants and promises under the Purchase: and Sale Agreements, and Assignee hereby accepts the foregoing delegation of such obligations and covenants, and promises and agrees to fully perform such obligations and fulfill such covenants and promises, all to the extent accruing or arising on or after the Effective Date, 6, No ater, Diminished or Modified jfights. This Agreement shall not be construed as (i) conferring upon Assignor or Assignee any greater rights than those:contained in the Purchase and Sale Agreements, (ii)diminishing any rights of the City under the Purchase and Sale Agreements,or(iii)modifying the:Purchase and Sale Agreements,in any respect. 7. Indemnification. Assignee hereby agrees to indemnify, defend and hold harmless Assignor of, for, from and against any and all claims, demands, liabilities, losses, damages,costs and expenses (including, without limitation, reasonable attorneys' fees) arising, out of or relating to the breach by Assignee of any of the obligations, terms, and/or covenants of Assignee as "Buyer" under or pursuant to the Purchase and Sale Agreements, which obligations, terms and/or covenants accrue on or after the Effective Date. 8. General Provisions. 8.1 This Agreement shall be governed and construed in accordance with the laws of the State of California. Venue shall be in Los Angeles County. 8,2 This Agreement constitutes the entire agreement between the parties with respect to the assignment and assumption of the Purchase and Sale Agreements and supersedes all prior agreements and understandings between the parties with respect thereto. 83 In the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the party not prevailing in such dispute shall pay any and all costs and expenses incurred by the: other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys'fees. 8.4 This Agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one in the same agreement. 8.5 Notices, demands and communications between City, Assignee and Assignor shall be sufficiently given if dispatched by registered or certified U.S,. mail, postage prepaid, return receipt requested, to Assignor or Assignee as set forth below: Assignor: WATT COMMUNITIES LLC 2716 Ocean Park Boulevard, Suite 2025 Santa Monica, CA 90405 Attn: Nam Joe email: njoc@wattcomparies.com Assignee: TRIAD VENTURES, INC, ?0 wz� 6531 k00901 U2093410.2 emw�,c�J, e-A qasci2. email: 9, Status of A reernent. All terms, conditions and covenants set forth in the Purchase and Sale Agreements,shall remain in full force and effect, subject only to the terms and amendments set forth in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date. ASSIGNOR: ASSIGNEE: WATT COMMUNITIES LLC, TRIAD VENTURES, INC,, a California limited liability company a California corporation By: __...._.._.....T___ Name: By: Title: Name: Title: Consent of Ci!y and Release of,Assignor In reliance upon the agreements and representations contained in this Agreement, the City of Pomona acting as the Successor Agency to the Redevelopment Agency of the City of Pomona (Vitt'")hereby consents to this Agreement, This Agreement shall not constitute a waiver of the obligation of the Assignee under the Purchase and Sale Agreements to obtain City' consent to any subsequent assignment or other transfer under the Purchase and Sale Agreements,not shall it constitute a waiver of any existing defaults under the Purchase and Sale Agreements. The City further releases Assignor from any and all obligations contained in the Purchase and Sale Agreements that occur on or after the Effective Date, which obligations are being expressly assumed by Assignee in accordance with this Agreement;provided,however, that Assignor is not released from any liability pursuant to this Agreement. From and after the Effective Date,no failure by Assignee to comply with or perform any such obligations shall be attributed to Assignor. Dated: CITY OF POMONA ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT"AGENCY OF THE CITY OF POMONA, a public body,pursuant to California Health and Safety Code Section 34170 et,req, By: Linda C. Lowry, City Manager ATTEST. By: City Clerk 65318M90102093410 2 EXHIBIT".A' [Copy of Initial Purchase and Sale Agreement] 1--lXHIBIT"B" [Copy of,Second T'urch;j �4ad—SaleAg—reLe—mentl 65318,00901\32 117037.1