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HomeMy WebLinkAbout1980-115 CRA . . . . 11/12/80 RESOLUTION NO. 80-115 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING TilE CHAIRMAN OF THE AGENCY TO EXECUTE AN AMENDMENT TO AN OWNER PARTICIPATION AGREEMENT BETWEEN SAID AGENCY AND JONES DEVELOPMENT COPRORATION BE IT RESOLVED by the Community Redevelopment Agency of the City of Santa Ana that the Chairman of said Agency is hereby authorized to execute, on behalf of the Agency, tha t cer ta in agreemen t en ti tIed "Firs t Amendmen t to Participation Agreement" form dated 11-4-80. ADOPTED this 17th day of November 1980, by the following vote: AYES: MEMBERS: NOES: MEMBERS: ABSENT: MEMBERS: ATTEST: DAVID. REAM, Executive Director/ Recording Secretary APPROVED AS TO FORM: E~ Agency Legal Cou sel I~ " Bricken, Serratd, Ward, Luxembourge~, Griset Yamamotd, Markel None $~~~,L~~ C AIRMAN 4A J . . REL:adg 11/4/80 RECORDING REQUESTED BY: . The Community Redevelopment Agency of the City of Santa Ana WHEN RECORDED, MAIL TO: Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza Santa,Ana, CA 92701 FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into this 17th day of November ,1980, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic (hereinafter referred to as "Agency"), and JONES DEVELOPMENT CORPORATION, a . corporation organized under the laws of the State of California (hereinafter referred to as "Participant"), W-I-T-N-E-S-S-E-T-H Recitals: A. Agency entered into a Participation Agreement, dated September 17,1979, with Participant by which Participant undertook to develop a site therein specified pursuant to the Redevelopment Plan of the Santa Ana Redevelopment Project. Said agreement is recorded in Book 13331, Page 338, of the Official Records of Orange . County, and is hereinafter referred to as the "Participation Agreement." B. In accordance with the terms of the Participation Agreement, Agency has proceeded with the acquisition of the parcels identified in Section VII.D. of the said agreement and has m~de calls for advances of funds as therein provided, in the total amount of six Hundred Sixty Five Thousand Dollars (665,000.00). C. As a result of high interest rates beyond "pro forma" limits, Participant has failed to provide Agency with the advances of funds thus called for by Agency, in . t~q 411 I. . . . . material breach of Participant's obligation to do so under the Participation Agreement. D. The parties now desire to amend the Participation Agreement to provide for an extension of time in which Participant shall provide Agency with the funds thus called for and complete the purchase from Agency of that portion of the subject site designated as the "Sales Parcel" in the Participation Agreement, and to provide for the terms and conditions upon which the said Participation Agreement shall be terminated in the event of Participant's failure to do so.. WHEREFORE, for and in cons~eration of their mutual covenants and promises herein set forth, and subject to all the terms, conditions, limitations and other provisions of the Participation Agreement as hereby amended, the parties hereto do hereby agree as follows: 1. Section II.A. of the Participation Agreement is hereby amended to read as follows: "In accordance with and subject to all terms, covenants and conditions of this Agreement, Agency agrees to sell the Sales Parcel to pàrticipant and Participant agrees to purchase the Sales Parcel from Agency for the total sum of Six Hundred Sixty-Five Thousand Dollars ($665,000.00), hereinafter referred to as the 'Purchase Price.' "The said Purchase Price shall be paid into escrow - pursuant to Section II.B. of this Agreement on or before the date set for conveyance of title in Attachment No.5, atl~ched hereto and incorporated herein by reference, , entitled 'Schedule of Performance.'" 2. That portion, entitled "Conveyance of Title to the Sales Parcel," on Page 3 of Attachment No.5, entitled "Schedule of Performance," of the Participation Agreement is hereby amended to read as follows: 2. 13Ò 4A I : . . . . "CONVEYANCE OF TITLE TO THE SALES PARCEL ,,'Opening of Escrow. Agency shall open escrow for conveyance of the Sales Parcel. Deposit of Deeø in Escrow. Agency shall deposit the deed to the Sales Parcel in escrow. Conveyance of Title. Agency shall convey title to Partici- pant and Participant shall accept conveyance of the Sales Parcel. Participant must have obtained building permits and financing documentation available for concurrent recordation with Ágency deed to Sales Parcel. Commencement of New Construction. Participant shall commence construction of the improvements. Completion of New Construction. Participant shall complete construction of the Phase I improvements. Within 5 days after Agency has completed clearance of the Sales Parcel, in accord with Section ILL. Not later than 5 days prior to the date for conveyance of the Sales Parcel. On or before May 1, 1981, or within 30 days after opening of escrow whichever is later. Within 60 days after conveyance of the title to the Sales Parcel. Within 540 days after commencement of con- struction. " 3. The first sentence of Section II.B. of the Participation Agreement is hereby amended to read as follows: "Agency agrees to open escrow for the Sales Parcel with an escrow agent ('Escrow Agent'), which shall be Safe co Title Insurance Co., 825 North Broadway, Santa Ana, California, within the time provided therefor in Attachment NO.5, entitled 'Schedule of Performance.'" 4. Section V.A. of the Participation Agreement - is hereby amended by adding a paragraph thereto, which paragraph reads as follows: ,. "Notwithstanding arw other provision of this Section, in the event that title to the Sales Parcel is not conveyed to Participant on or before the date set for such conveyance in Attachment No.5, entitled 'Schedule of Performance' due to failure or delay by Participant in the performance of any term or provision of this Agreement, then 16/ 3. 4A " . . . . Participant shall be in default under this Agreement and Agency shall be entitled to exercise any of the rights and remedies available to Agency without any requirement of notice of default by Agency to Participant and without any right of Participant to cure, correct or remedy such default. In the event of such default, Agency's remedies shall be limited to the damages set forth in Section V,D. 2(c), provided Participant tenders conveyance to Agency of the parcel spec~fied in Section V.D. 2(b)." 5 . Paragraph 2 of Section V.D. of the Participation Agreement is hereby amended to read as follows: "2. Termination by Agency U (a) In the event that prior to conveyance of title to the Sales Parcel: ( i) Participant, or any successor in interest assigns or attempts to assign this agree- ment or any rights herein, without written consent of Agency; or (ii) There is a substantial change in ownership of Participant, contrary to the provisions of Section I.A. hereof; or ( iii) Participant does not submit con- struction drawings and related documents as required by this agreement in satisfactory form or in the manner or by the dates provided in this agreement; then Agency's obligations under this agreement, and any or J all rights of Participant or ~ts successors in interest therein may, at the option of Agency, be terminated by Agency. 4. 13~ 4A- "(b) In the event that title to the Sales . Parcel is not conveyed to Participant on or before the date set for such conveyance in Attachment No.5 entitled, 'Schedule of Performance,' by reason of Participant's delay or failure in the performance of any term or condition of this Agreement, Agency shall immediately be released from any obligation under this Agreement to convey the said Sales Parcel to Participant and Participant shall immediately be obligated to convey to Agency by grant deed, upon tender of the payment hereinafter specified, title to that certain parcel shown as Assessor's Parcel . 005-141-22 on Attachments 1, 2, and 3 of the Participation Agreement. Agency shall pay to Participant the fair market value of said parcel as determined by an independent duly-licensed profes- sional appraiser selected by Agency, and Agency must tender the said payment to Participant within sixty (60) days following the final date on which conveyance of title of the Sales Parcel was to have been made pursuant to Attachment No.5 ('Schedule of Performance') of this Agreement. . .. (c) IN THE EVENT THAT AGENCY'S OBLIGATIONS TO PROCEED WITH THE CONVEYANCE OF THE SALES PARCEL TO PARTICIPANT IS TERMINATED DUE TO PARTICIPANT'S DEFAULT UNDER EITHER PARAGRAPH (a) OR (b) OF THIS SECTION, AGENCY MAY RETAIN THE ENTIRE DEPOSIT REQUIRED BY HEREINBELOW SECTION VI.A. AS LIQUIDATED DAMAGES I AND AS ITS PROPERTY WITHOUT ANY REDUCTION, OFFSET, OR RECOUPMENT WHATSOEVER. AGENCY AND PARTICIPANT AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN CASE OF PARTICIPANT'S DEFAULT . 5. 133 4A I' , , AND THAT THE AMOUNT OF SAID DEPOSIT IS A REASONABLE . AND COMPLETE ESTIMATE OF AGENCY'S DAMAGES. PARTI CIPANT RECOGNIZESTHAT PARTICIPANT'S PROMPT PURCHASE OF THE SALES PARCEL AND DEVELOPMENT OF THE SITE IN ACCORDANCE WITH THIS AGREEI~ENT ARE OF CRITICAL IMPORTANCE TO AGENCY'S ABILITY TO CARRY OUT ITS OTHER ACTIVITIES WITHIN THE REDEVELOPMENT PROJECT BY FINANCING FROM THE TAX INCREMENT WHICH WILL BE GENERATED BY THIS DEVELOPMENT PURSUANT TO CALIFORNIA HEALTH & SAFETY CODE SECTIONS 33670 et ?eq. PARTICIPANT FURTHER RECOGNIZES THAT THE AMOUNT OF THE GOOD FAITH DEPOSIT IS BASED NOT ONLY UPON THE PURCHASE PRICE AS SET . FORTH IN THIS AGREEMENT, BUT ALSO UPON AGENCY'S INVESTMENT IN THE SALES PARCEL WHICH INCLUDES, IN ADDITION TO LAND VALUE, THE VALUE OF THE IMPROVEMENTS WHICH AGENCY IS TO ACQUIRE, DEMOLITION COSTS, RELOCATION COSTS, AND AGENCY'S COSTS OF FINANCING THE ACQUISITION AND CLEARANCE OF THE SALES PARCEL. This section is separately approved by the parties to this Agreement in accordance with California Civil Code Section 1677: AGENCY: PARTICIPANT: . By BY Chairman By ---Execu t í\¡-e- Drrectò'r- By ~.._. - - -,..- .----..-- 6. I Section VII,D.' of the Participation Agreement is hereby amended by adding one paragraph thereto, which paragraph reads as follows: . 6. ~ß~ 4A "Notwithstanding the above provisions of this . Section, Agency agrees to waive its remedies for Participant's default in failing to provide advances of funds in response to Agency's calls for such advances made prior to the date of execution of this 'First Amendment to Participation Agreement' and to make no further calls for such advances prior to the date of conveyance of title." 7. Part VII of the Participation Agreement is hereby amended by adding Section VII.E. thereto, which section reads as follows: "E. Conditions to Amendment "As conditions precedent to the execution . of this 'First Amendment to Participation Agreement,' by the Chairman of the Agency, Participant shall do both of the following at no cost to either the Agency or the City of Santa Ana: (a) Tender to Agency a quitclaim deed, duly executed by Participant, in a form suitable for recordation in the County Recorder's Office of Orange County, conveying to the Agency all of Participant's rights, title and interest in that portion of present Garnsey Street which . is located within the Site. (b) Tender to the City of Santa Ana, by grant deed duly executed by Participant in a form suitable for recordation in the County Recorder's Office of Orange County, an ease- ment for public right-of-way purposes located , on that certain r~al property specifically described as the southern twenty-five (25) feet of Lot 7 of the Re-subdividion of W.I. Keese's Addition to Santa Ana as shown on a map recorded in Book 28, Page 51, of Misce1- . laneous Records; Records of Los Angeles County. 7. 4A 135" . . . . "It is understood by the parties hereto that the abovesaid public right-of-way easement is necessary to furnish an alley connection from the north-south alley located between Parton and Garnsey Streets to Parton Street. Upon the conveyance of such title, Agency will request the City Council of the City of Santa Ana to vacate that certain public right-of-way easement previously granted to City of Santa Ana by Participant pursuant to Grant Deed recorded March 22, 1980, in Book 13078, Page 303 of Official Records of Orange County, 'California." 8. Part VII of the Participation Agreement is hereby amended by adding a Section VII.F. thereto, which Section reads as follows: "F. Participant's Option to Extend Date of Conveyance of Title. Participant may make cash payment into the escrow established pursuant to Section II.B. on or before May 1, 1981, in the amount of six hundred sixty five thousand dollars ($665,000.00), in which event the date for conveyance of title shall be extended from May 1,1981 to August 1,1981 and the amount of such payment shall be set off against the purchase price to be paid to Agency for the Sales Parcel through escrow. Such payment may be withdrawn by Agency upon demand on the escrow agent by Agency's Executive Director at any time thereafter, without any further need for consent by Participant. In the event Participant fails to acquire ~he Sales Parcel within the time limit provided by this Agreement, the amount of such 8. 4A l3" " . payment shall be returned to Participant, but any interest which may have accrued thereon shall be retained by AGENCY." IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA ATTEST: By CHAIRMAN DAIVD N. REAM Executive Director/ Recording Secretary "AGENCY" . JONES DEVELOPMENT CORPORATION, a corporation in the State of California APPROVED AS TO FORM: By EDWARD J. COOPER AGENCY LEGAL COUNSEL By ----- "PARTICIPANT" . I , I . 9. \ 3'1 4A ')} ,'" , '. " ' I. i i~ ! ' - I I" !.., , ~ 1 ~ I,r' , I ',. .' , ",.,,'; I, 'QI f , . . ~ 'r '1 I i I I ~ , Ji , i ~ ,~:":I , ! ~ I,' 'I' , ,', , ".', J '". ~,' ,( I ',l ' ~ . 'L, ~,' " M/¡RCI(~ 19'48 " ,YO I" ~I'? ,\ :..." '\ I":'.' I" ,F' (, :,', r" . ~',: q' I . i r,.:' '" '" '" ... '" , , . ~'1 ') : t,' .. ,~, l, :~: ~: ~:, ~ .~ '" ~ , ' 'I ~ø' III,c. C<).t ~ ~ I¡;II~YC1 ' 'ALLar ~ CIVIC -- CENTER --L " ~ , , ->-- ~ " ',' , ,DRIVE ,~--' ASSESSORS MAPl 8OC)( 5 PAGE 14 COUNTY OF OI?i (EIGHTH 5",££,7) I '~ I' NOrc-ASSESSORS BLOCK-B. . PARCEL ;WMBERS ' 'SHOWN IN CIRCLE'S . ',.j (," , . KEESE'S ADO, HARTLEY'S Ace, TOWNSEND TR, BAKER'S ADD. 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