HomeMy WebLinkAboutRDA Agenda Packet 0511040 ,
1918
lEl�l��i.lpl1��
CITY R0
=_COMMUNITY REDEVELOPMENT
AGENDA
TUESDAY, May 11, 2004
6:30 P.M.
Atascadero Lake Pavilion
9315 Pismo St.
Atascadero, California
ROLL CALL: Chairperson O'Malley
Vice Chairperson Pacas
Board Member Luna
Board Member Clay
Board Member Scalise
APPROVAL OF AGENDA: Roll Call
COMMUNITY FORUM:
BOARD ANNOUNCEMENTS AND REPORTS: (On their own initiative, the Board
Members may make a brief announcement or a brief report on their own activities.
Board Members may ask a question for clarification, make a referral to staff or take
action to have staff place a matter of business on a future agenda. The Board may take
action on items listed on the Agenda.)
Chairperson O'Malley requests the Board reconsideration of Item B-1 of the
April 27, 2004 meeting as follows:
1. Redevelopment Plan Amendment:
■ Fiscal impact: There is a minor fiscal impact associated with public
noticing and consultant and counsel review of the proposed
amendments to the Redevelopment Plan.
■ Staff recommendation: Board consider and approve the proposed
amendments to the Redevelopment Plan and forward a
recommendation to the Planning Commission and City Council to hold
appropriate hearings and amend the Redevelopment Plan. (Executive
Director)
1
A. CONSENT CALENDAR:
1. Community Redevelopment AgencV Minutes — April 13, 2004
■ Board Secretary recommendation: Board approve the Community
Redevelopment Agency minutes of April 13, 2004. (Board
Secretary)
B. EXECUTIVE DIRECTOR REPORT: Wade McKinney, Executive Director
1. Sale of Agency Owned Property:
■ Fiscal impact: Increase revenue to the Agency of approximately
$65,000.
■ Staff recommendation: Agency Board approve draft Resolution
authorizing the sale of Agency owned property located at 5905 EI
Camino Real, and adjacent vacant lot located at 5915 EI Camino Real,
Atascadero, California to Carlton Hotel Properties, LLC subject to the
terms and conditions as presented. (Executive Director)
C. ADJOURNMENT
oil
May 3, 2004
Wade G. McKinney
City Manager
City of Atascadero
Re: Redevelopment Plan Amendment
I have continued to review the above reference item since the Community Redevelopment
Agency of Atascadero took action on April 27, 2004. I ask that the item be placed upon our next
Agency agenda for reconsideration. I believe the issue of eminent domain could be discussed
further and I would recommend the inclusion of unanimous vote in the Board's decision.
cerely,
Tom O'Malley
Board Member
3
ITEM NUMBER: RAA -1
DATE: 05/11/04
CITY OFATASCADERO
COMMUNITY REDEVELOPMENT AGENCY
vRAFT MINUTES
TUESDAY, APRIL 13, 2004
6:30 P.M.
Chairperson O'Malley called the meeting to order at 6:30 p.m.
ROLL CALL:
Present: Board Members Clay, Luna, Pacas and Chairperson O'Malley
Absent: Board Member Scalise
Others Present: Board Secretary Marcia McClure Torgerson and Recording
Secretary Grace Pucci
Staff Present: Executive Director Wade McKinney, Redevelopment Specialist
Marty Tracey, Board Treasurer Rachelle Rickard, Community
Development Director Warren Frace, Deputy Public Works Director
Geoff English, Acting Police Chief John Couch, Associate Planner
Kelly Gleason, City Attorney Roy Hanley.
APPROVAL OF AGENDA:
MOTION: By Board Member Luna and seconded by Board Member Clay
to approve the agenda.
Motion passed 4:0 by a roll -call vote.
COMMUNITY FORUM:
Steve Martin, Atascadero Main Street Executive Director, announced the Main Street
RDA Draft Minutes 04/13/04
Page 1 of 3
S
ITEM NUMBER: RAA-1
DATE: 05/11/04
Board of Directors met for their annual goal setting session and established the
following goals: 1) pursue completion of master plans for the downtown Sunken
Gardens and creek development process, 2) develop art programs and facilities in the
downtown, and 3) start a downtown certified farmers market.
Chairperson O'Malley closed the Community Forum period.
A. CONSENT CALENDAR:
1. Community Redevelopment Agency Minutes – March 9, 2004
Board Secretary recommendation: Board approve the Community-
Redevelopment
omp i unity
Redevelopment Agency minutes of March 9, 2004. (Board Secretary)
MOTION: By Board Member Luna and seconded by Board Member Clay
to approve Item #A-1.
Motion passed 4:0 by a voice vote.
B. DIRECTOR'S REPORT: Wade McKinney, Executive Director
1. Facade Improvement Rebate Program:
■ Fiscal impact: Initial funding in the amount of $50,000.00 from the
Public Improvements account for program rebates, consultant and
related costs.
■ Staff recommendation: Agency Board approve the Fagade
Improvement Rebate Program, related Participant Agreement, and
authorize the implementation thereof with initial funding of the program
in the amount of $50,000.00.
Redevelopment Specialist Marty Tracey gave the staff report and answered questions
of the Board.
Board Member Luna suggested that starting the retrofit process be part of the eligibility
criteria for the rebate program.
Board Member Pacas suggested several changes to the program: 1) Page 10, VII
Design, second bullet point—remove "new" from colors, 2) Page 11, VIII Program
Emphasis—add to statement that there is a preference for buildings that are seismically
safe or with plans to retrofit.
PUBLIC COMMENT
Steve Martin, Atascadero Main Street Executive Director, indicated that everyone is
very excited about fagade program, and encouraged the Board to approve it. He made
several suggestions: 1) forms be available at Main Street office, 2) use program to
improve alleyways, 3) criteria allude to downtown design guidelines, and 4) seismic
retrofit to be used as an incentive.
RDA Draft Minutes 04/13/04
Page 2 of 3
5
ITEM NUMBER: RA A - 1
DATE: 05/11/04
Chairperson O'Malley closed the Public Comment period.
MOTION: By Board Member Luna and seconded by Board Member Clay
to approve the Facade Improvement Rebate Program, with the
added stipulation that one of the eligibility criteria is that the
building is either in the process of being seismically retrofitted
or has already been retrofitted, and with the following change
to the Design section, second bullet point:
■ Attractive new colors, appropriate design, shadow relief,
consistent signage and landscaping will be evaluated.
Motion passed 4:0 by a roll -call vote.
C. ADJOURNMENT
Chairperson O'Malley adjourned the meeting at 6:47 p.m. to the closed session.
MEETING RECORDED AND MINUTES PREPARED BY:
Grace Pucci, Recording Secretary
CLOSED SESSION: (Immediately following Redevelopment Agency Meeting)
1. PUBLIC COMMENT - CLOSED SESSION — None
2. Call to Order
a. Conference with legal counsel — Initiation of Litigation
Government Code § 54956.9 (c)
3. Adjourn
4. CLOSED SESSION REPORT
City Attorney Roy Hanley announced that no reportable action was taken.
RDA Draft Minutes 04/13/04
Page 3 of 3
R
ITEM NUMBER: RA B -1
DATE: 05/11/04
Community Redevelopment Agency of Atascadero
Staff Report — Executive Director
Sale of Agency Owned Property
RECOMMENDATION:
Agency Board approve draft Resolution
located at 5905 EI Camino Real, and
Real, Atascadero, California to Carlton
conditions as presented.
DISCUSSION:
authorizing the sale of Agency owned property
adjacent vacant lot located at 5915 EI Camino
4lotel Properties, LLC subject to the terms and
Background: The Agency's objective is the elimination of blighting influences within the
Redevelopment Project Area, and to put the previously blighted land areas to productive
use consistent with the Redevelopment Plan.
The Agency previously acquired two properties on or about September 2002 in
conjunction with a court case settlement. The first parcel is located at 5905 EI Camino
Real, and the Agency paid $545,000 for it. The second parcel is located adjacent to the
first at 5915 EI Camino Real, and the Agency paid $175,000 for it. The total purchase
price was $720,000.
The estimated value of the interest to be conveyed to Carlton Hotel Properties, LLC by
the Agency is based on the fair market value appraisal prepared by an independent real
property appraiser. The appraiser based the appraisal on the highest and best use to
which the property could be put under the Redevelopment Plan. The appraisal assigns
a fair market value to 5905 EI Camino Real at $585,000 (3,600 sq. ft. @ $16.25 per sq.
ft.), and 5915 EI Camino Real at $200,000 (9,500 sq. ft. @ $21.05 per sq. ft.). Buyer
will pay the fair market value of $785,000 for the two lots combined.
Carlton Hotel Properties, LLC will restore the property to productive use. It is
anticipated that the building will host a commercial business on the main floor, and,
possibly, up to two apartments on the upper floor. The vacant lot will become a
landscaped parking lot providing approximately thirty additional parking spaces in an
area of downtown in dire need of more parking.
7
ITEM NUMBER: RA B -1
DATE: 05/11/04
Conclusion: The sale to Carlton Hotel Properties, LLC will result in these properties
being revitalized in conjunction with the Carlton Hotel project, which will further enhance
development within the downtown area. Staff recommends approval of the sale and
related documents as presented.
FISCAL IMPACT:
Increase revenue to the Agency of approximately $65,000.
ALTERNATIVES:
Reject the offer.
ATTACHMENTS:
1. Summary Report
2. Purchase Agreement
3. Draft Resolution
2
8
ITEM NUMBER: RA B -1
DATE: 05/11/04
SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE
CALIFORINA HEALTH AND SAFETY CODE
FOR THE SALE OF TWO ADJOINING REAL PROPERTIES LOCATED
AT 5905 AND 5915 EL CAMINO REAL, ATASCADERO,
CALIFORINA
Prior to the sale or lease of property acquired by a redevelopment agency, a public
hearing must be conducted and approval must be given by the Agency Board in
accordance with Health and Safety Code Section 33433. Further, a summary report must
be prepared which provided the following information:
The cost incurred by the agency including the cost of land acquisition, site
clearance, relocation, land improvements, and interest payment on loans and/or
bonds used to finance these costs.
2. The estimated value of the property interest to be sold or leased based on the
highest and best use permitted under the redevelopment plan.
3. The purchase price that the buyer/lessee will pay for the property interests that
will be conveyed. To the extent that the proposed purchase price is less than the
fair market value of the interest to be conveyed, the explanation for the difference
must be provided.
The purpose of this report is to provide information on the cost of the transaction to the
Community Redevelopment Agency of the City of Atascadero (Agency), the fair market
value of the property interest to the conveyed to Carlton Hotel Properties, LLC (Buyer),
and the acquisition payment that will be made by the Buyer.
General Project Description
The Agency, who is the owner of a building located at 5905 El Camino Real, and
adjacent vacant lot located at 5915 El Camino Real, Atascadero, California, are to be
sold, pursuant to a purchase agreement, to the Buyer to develop a parking lot on the
vacant parcel, and utilize the vacant building for commercial lease.
The project sites are located along El Camino Real at or near the northeast corner of El
Camino Real and Traffic Way. The sites are designated Downtown Commercial (DC) in
both the Atascadero General Plan and the Redevelopment Plan.
X
ITEM NUMBER: RA B -1
DATE: 05/11/04
Cost of Transaction to the Agency
The Agency previously acquired the properties as part of a court case settlement, and
paid $545,000 for 5905 El Camino Real and $175,000 for 5915 El Camino Real, for a
total purchase price of $720,000. There were no site clearance, relocation, land
improvement, off-site improvement, or financing costs associated with the acquisition of
the site or with this sale by the Agency. Therefore, the net cost of this transaction to the
Agency was the cost of acquisition.
Estimated Value of the Property to be Conveyed
The estimated value of the interest to be conveyed to Buyer by Agency is based on the
fair market value appraisal prepared by an independent real property appraiser. The
appraiser based the appraisal on the highest and best use to which the property could be
put under the Redevelopment Plan. The appraisal assigns a fair market value to 5905 El
Camino Real at $585,000 (3,600 sq. ft. @ $16.25 per sq. ft.), and 5915 El Camino Real at
$200,000 (9,500 sq. ft. @ $21.05 per sq. ft.). Buyer will pay the fair market value of
$785,000 for the two lots combined.
Rationale
The Agency's objective is the elimination of blighting influences within the
Redevelopment Project Area, and to put the previously blighted land areas to productive
used consistent with the Redevelopment Plan.
This development will restore the property to productive use. It is anticipated that the
building will host a commercial business on the main floor, and possibly up to two
apartments on the upper floor. The vacant lot will become a landscaped parking lot
providing approximately thirty additional parking spaces in an area of downtown in dire
need of more parking.
2
10
CONTRACT OF SALE
Preamble
CONTRACT OF SALE entered into April , 2004, by and between the
Community Redevelopment Agency of Atascadero, ("Seller") and Carlton Hotel
Investments, LLC ("Buyer).
Seller agrees to sell and convey, and Buyer agrees to purchase, the real
property situated in the City of Atascadero, County of San Luis Obispo, California
(hereafter referred to as "the Property"), commonly known as 5905 and 5915
EI Camino Real, Atascadero, California, 93422 and more particularly described
as follows:
Parcel 1
PARCEL A OF PARCEL MAP NO. AT -82-81, IN THE CITY OF
ATASCADERO, COUNTY OF SAN LUIS OBISPO, STATE OF
CALIFORNIA, ACCORDING TO MAP RECORDED SEPTEMBER 27,
1982 IN BOOK 32, PAGE 75 OF PARCEL MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
Parcel 2
PARCEL B OF PARCEL MAP NO. AT -82-81, IN THE CITY OF
ATASCADERO, COUNTY OF SAN LUIS OBISPO, STATE OF
CALIFORNIA, ACCORDING TO MAP RECORDED SEPTEMBER 27,
1982 IN BOOK 32, PAGE 75 OF PARCEL MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
ARTICLE 1. PURCHASE PRICE
Amount and Terms of Payment
Section 1.01. The total purchase price of the Property is Seven Hundred
Eighty -Five Thousand Dollars ($785,000), payable by Buyer to Seller as follows:
1
11
(a) Twenty Percent (20%) down. Three Thousand Dollars
($3,000) shall be deposited upon opening of escrow and the balance due upon
close of escrow.
(b) Five (5) year term with equal payments.
(c) Interest rate of Ten Percent (10%).
(d) No subordination will be permitted.
(e) No penalty for early payoff.
Consequences of Buyer's Default
Section 1.02. If Buyer defaults in the performance of this Contract, the
deposit described in Section 1.01 shall be forfeited by Buyer as provided in
Section 5.02. In the event this Contract is terminated for any other reason, the
deposit shall be refunded to Buyer pursuant to Section 3.03.
ARTICLE 2. ESCROW
Opening of Escrow
Section 2.01. An escrow shall be opened to consummate the sale of the
Property according to the terms of this Contract at the office of Cuesta Title
(hereafter referred to as the "escrow holder") at 7350 Morro Road, Atascadero,
California 93422. The escrow shall be opened within fifteen (15) days after the
execution of this Contract. Written escrow instructions in accordance with the
terms of this Contract shall be prepared by the escrow holder and the instructions
shall be signed by the parties and delivered to the party with fifteen (15) days of
the execution of this Contract. Buyer and Seller shall also deposit with the
escrow holder all instruments, documents, and other items (i) identified in the
2
12
escrow instructions or (ii) reasonably required by the escrow holder to close the
sale on the closing date specified below.
Closing Date
Section 2.02. The escrow shall be closed on the date the deed is
recorded. The escrow must be closed no later than August 31, 2004, unless the
closing .�.a+o is o„ tonged pursuant t + + fCort +.
u uuw � vnw��u�, o the terms of lh�S vVll lat.l, provided'
however, that this closing date shall not be extended beyond September 30,
2004.
Prorations
Section 2.03. The following shall be prorated between Seller and Buyer
on the basis of a 30 -day month as of the date on which escrow closes: real
property taxes, special assessments (not yet due and payable) and premiums on
any insurance policies that are transferred to Buyer pursuant to Section 5.03.
Closing Costs
Section 2.04. Seller shall pay any transfer taxes. Seller shall pay the
costs of any owner's title insurance for Buyer. Buyer shall pay for any title
insurance policy insuring Buyer's lender, if any. Escrow fees shall be split 50%
each Buyer and Seller.
Vesting of Title
Section 2.05. Buyer shall advise the escrow holder prior to the close of
escrow of the manner in which title shall vest.
3
13
ARTICLE 3. ADDITIONAL TERMS AND CONDITIONS
Preliminary Title Report
Section 3.01. Within fifteen (15) days after the execution of this Contract,
Buyer shall obtain a preliminary ALTA report of the title to the Property and each
document shown as an exception or encumbrance in the report. This shall be
done at the expense of Buyer. Within ten (10) days after the delivery r)f the
report and related documents to Buyer, Buyer shall notify Seller in writing of any
objection to any exception therein. If Buyer makes a timely objection to any
exception and the exception is not eliminated within fifteen (15) days of the
Seller's receipt of the objection, this Contract shall be terminated pursuant to
Section 3.04. Buyer's failure to object in this manner to any exception shall be
an approval by Buyer of that exception.
Miscellaneous Conditions
Section 3.02. The close of escrow opened pursuant to Section 2.01,
and Buyer's obligation to purchase the Property pursuant to this Contract, are
subject to the satisfaction of the following conditions, which are solely for Buyer's
benefit unless otherwise indicated.
Marketable Title
(a) The conveyance to Buyer of good and marketable title to the
Property, as evidenced by an ALTA standard coverage title insurance policy
issued by Cuesta Title in the full amount of the purchase price insuring that title
to the Property is vested in Buyer free and clear of all title defects, liens,
encumbrances, conditions, covenants, restrictions, and other adverse interests of
11
14
record or know to Seller, subject only to those exceptions approved by Buyer in
writing and the following: a lien for current real property taxes and any
exceptions shown on the preliminary title report described in Section 3.01 that
are not disapproved by Buyer pursuant to that section.
Delivery of Possession
(b; The delivery of possession of the Property, with all keys to locks, to
Buyer immediately on the close of escrow free and clear of all uses and
occupancies except those approved in writing by Buyer.
Failure of Condition and Seller's Breach of Warranty
Section 3.03. Except as provided in Section 3.04, if any of the
conditions set forth in this Contract fails to occur, or if Buyer notifies Seller in
writing prior to the close of escrow of Seller's breach of any of Seller's warranties
set forth in this Contract, then Buyer may cancel the escrow, terminate this
Contract, and recover the amounts paid by Buyer to the escrow holder toward
the purchase price of the Property. Buyer shall exercise this power to terminate
by complying with any applicable notice requirements specified in the relevant
condition and, in all other cases, by providing written notice to Seller and the
escrow holder within 15 days of the failure or breach. The exercise of this power
shall not waive any other rights Buyer may have against Seller for breach of this
Contract. Seller shall instruct the escrow holder, in the escrow instructions
delivered pursuant to Section 2.01, to refund to Buyer all money and instruments
deposited in escrow by Buyer pursuant to this Contract upon failure of a condition
5
15
or conditions or breach of a warranty or warranties and receipt of a termination
notice. This instruction shall be irrevocable.
Seller's Election to Remedy Defects
Section 3.04. Notwithstanding any provision of this Contract to the
contrary, Seller shall have the right to remedy certain violations of this Contract
prior to the close of escrow. This right to remedy Shall he gi"hycrt to the fnllC)Winn
requirements and restrictions.
(a) Buyer shall immediately notify Seller in writing of Buyer's discovery,
prior to the close of escrow, of a violation of any of the provisions of this
Agreement. For these purposes, the foregoing violations shall be referred to as
"defects."
(b) If Buyer fails to give notice, Buyer shall waive the defect and the
defect shall not be a violation of this Contract. If Buyer gives notice, Seller may
elect to remedy the defect by giving Buyer written notice of this election within
five (5) days of receiving Buyer's notice. Seller's notice of election to remedy
shall specify the number of days, up to a maximum of thirty (30), that escrow
shall be postponed so that Seller may remedy the defect. If Seller fails to provide
a timely notice of election or fails to remedy the defect prior to the close of
escrow, then Buyer, at Buyer's election, may do either of the following:
(1) Terminate the Contract without any liability on the part of
either party; or
Cl
16
(2) Purchase the Property without a reduction in the purchase
price and without any liability for the unremedied defect or defects on the part of
Seller.
The failure of Buyer to make such an election shall be deemed an election
of option (2).
(c) Seller shall instruct the escrow holder, in the escrow instructions
delivered pursuant to Section 2.01, to immediately refund to Buyer all money
and instruments deposited in escrow by Buyer pursuant to this Contract on
termination of this Contract pursuant to this Section, and on receipt of notice of
that termination from Buyer.
ARTICLE 4. RIGHTS AND WAIVERS
Right of Buyer to Enter Property
Section 4.01. Seller grants to Buyer, or Buyer's agents, the right, at
any time and from time to time to enter onto the Property to conduct tests or
investigations, provided that:
(a) The acts shall be conducted at the sole cost and expense of Buyer
except that Seller shall pay for a standard pest control report.
(b) The acts do not unreasonably interfere with Seller's possession;
(c) Buyer shall indemnify and hold Seller harmless from any costs or
liability resulting from the acts, and, if the escrow is canceled for a reason that is
not the fault of Seller, for any damage to the Property resulting from the acts;
and
7
17
(d) Buyer shall give Seller oral notice of the intention to enter one day
prior to the date of the planned entry.
Warranties of Seller
Section 4.02. Seller warrants that:
(a) Seller owns the Property, free and clear of all liens, licenses,
claim, encumbrances, (including leases), easements, encroachments on the
Property from adjacent properties, encroachments by improvements on the
Property onto adjacent properties, and rights of way of any nature, not disclosed
by the public record.
(b) Seller has no knowledge of any pending litigation involving the
Property.
(c) Seller has no knowledge of any violations of, or notices concerning
defects or noncompliance with, any applicable building code or code, statute,
regulation, ordinance, judicial order, or judicial holding pertaining to the Property
except that on the vacant lot there was a pre-existing gasoline station. The tanks
at the station leaked fuel underground, and the California Regional Water
Quality Control Board has an enforcement file against Chevron, an unknown
corporate entity, requiring monitoring. Buyer shall examine the file at the
California Regional Water Quality Control Board office to inform itself of the
nature and extent of the former leakage. Other than as disclosed above, Seller is
unaware of any environmental conditions affecting the property. Seller will deliver
copies of all documents it has concerning the property including, but not limited
to, geotechnical studies, surveys, and reports.
(d) Seller is not in default under any contract, note, or encumbrance
relating to the Property.
(e) The Property and the improvements on the Property are in good
condition, reasonable wear and tear excepted, and Seller has no knowledge of
any material defects in the Property. [Except as noted in (c) above]
(f) Seller will maintain the Property in good repair and in the same
condition, reasonable wear and tear excepted.
(g) Seller has the legal authority to sell the property and there are no
third parties with rights affecting the ability of Seller to sell the property.
Survival of Warranties
Section 4.03. All warranties, covenants, and other obligations described in this
Article and elsewhere in this Contract shall survive delivery of the deed.
ARTICLE 5. MISCELLANEIOUS PROVISIONS
Loss, Destruction, and Condemnation
Section 5.01. The parties agree that the following provisions shall
govern the risk of loss:
(a) If, before Seller transfers legal title or possession of the Property to
Buyer, all or a material part of the Property is destroyed without fault of Buyer,
or is taken by eminent domain by any governmental entity, Buyer shall be
entitled to recover any portion of the price Buyer has paid, and Seller shall not
have the right to enforce this Contract.
(b) If after Seller transfers legal title or possession of the Property to
Buyer, all or any part of the Property is destroyed without fault of Seller, or is
9
19
taken by eminent domain by any governmental entity, Buyer is not relieved from
Buyer's obligation under this Contract to pay the full price for the Property, nor is
Buyer entitled to recover any portion of the price Buyer has paid.
(c) If at any time prior to the close of escrow damage, destruction, or
condemnation occurs, and this loss is not covered by Subsections (a) or (b) of
this Section, Buyer shall not have the right to terminate this Contract, but shall
be entitled to offset the cost of repair or replacement against the purchase of the
Property.
Liquidated Damages
Section 5.02. If Buyer defaults in the performance of this Contract,
the parties agree that Seller shall be released from any obligation to sell the
Property to Buyer and may retain, as liquidated damages, the lesser of the
deposit paid by Buyer on execution of this Contract pursuant to Section
1.01 (a) or three percent of the purchase price. Seller shall refund to Buyer
the remainder of the deposit, if any. The parties further agree that the
amount of liquidated damages established by this provision is a
reasonable estimate, under the circumstances existing on the date of
execution of this Contract, of what Seller's damages would be in the event
of a default by Buyer.
Initialed by Buyer:
Initialed by Seller:
Insurance
Section 5.03. Seller shall cancel all policies of insurance on the Property
as of the close of escrow., Buyer shall be responsible for obtaining insurance on
the Property as of the close of escrow.
Assignment
Section 5.04. Buyer may not assign this Contract without Seller's prior
written consent. Such consent shall not be unreasonably withheld, conditioned,
10
20
or delayed. The valid assignment of this Contract shall not relieve Buyer of
liability under this Contract.
Time of Essence
Section 5.05. Time is of the essence in this Contract.
Notices
Section 5.06. Any notice, tender, delivery, or other communication
pursuant to this Contract shall be in writing and shall be deemed to be properly
given if delivered, mailed, or sent by wire or other telegraphic communication in
the manner provided in this Section, to the following persons:
(a) If to Buyer:
Carlton Hotel Investments, LLC
Attn: Erich Korbel
5975 Traffic Way
Atascadero, CA 93422
(b) If to Seller:
Wade McKinney, City Manager
City of Atascadero
6905 EI Camino Real, Suite 6
Atascadero, CA 93422
Either party may change that party's address for these purposes by giving
written notice of the change to the other party in the manner provided in this
section.
If sent by mail, any notice, delivery, or other communication shall be
effective or deemed to have been given 48 hours after it has been deposited in
the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by wire or other form of telegraphic
11
21
communication, any notice, delivery, or other communication shall be effective
or deemed to have been given eight hours after it has been deposited with
carrier, prepaid and addressed as set forth above.
Entire Agreement
Section 5.07. This Contract constitutes the entire agreement between
the parties relating to the sale of the Property. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Contract are of no
force and effect. Any amendment to this Contract shall be of no force and effect
unless it is in writing and signed by Buyer and Seller.
Binding Effect
Section 5.08. This Contract shall be binding on and inure to the benefit
of the parties to this Contract and their heirs, personal representatives,
successors, and assigns, except as otherwise provided in this Contract.
Governing Law
Section 5.09. This Contract and the legal relations between the parties
shall be governed by and construed in accordance with the laws of the State of
California.
Headings
Section 5.10. The heading of the articles and sections of this Contract
are inserted for convenience only. They do not constitute part of this Contract
and shall not be used in its construction.
12
22
Waiver
Section 5.11. The waiver by any party to this Contract of a breach of any
provision of this Contract shall not be deemed a continuing waiver or a waiver of
any subsequent breach of that or any other provision of this Contract.
Counterparts
Section 5.12. This Contract may be executed in counterparts.
Authority to Execute
Section 5.13. The persons executing this Contract on behalf of Seller
and Buyer warrant and represent that they have the authority to execute this
Contract on behalf of the respective parties and have the authority to bind the
4 '
respective parties to the performance of its obligations hereunder.
Attorney's Fees
Section 5.14. If any legal action or proceeding is instituted to enforce this
Contract the prevailing party shall receive all attorney's fees and court costs in
addition to other damages awarded.
Dated this
SELLER:
day of April, 2004.
COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO
BY:
Wade McKinney, Executive Director
13
23
BUYER:
CARLTON HOTE ESTMENTS, LLC
BY:
,Secretary
14
24
ITEM NUMBER: RA B -1
DATE: 05/11/04
DRAFT RESOLUTION
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF ATASCADERO APPROVING THE
PROPOSED SALE OF CERTAIN PROPERTY IN THE ATASCADERO
REDEVELOPMENT PROJECT AREA TO CARLTON HOTEL
PROPERTIES, LLC, AND APPROVING THE PURCHASE THEREOF
AND AGREEMENT, AND AUTHORIZING THE EXECUTIVE
DIRECTOR TO SIGN THE AGREEMENT
WHEREAS, the Community Redevelopment Agency of the City of Atascadero (the
"Agency") is engaged in activities necessary to execute and implement the Redevelopment Plan (the
"Redevelopment Plan") for the Atascadero Community Redevelopment Project Area (the 'Project");
WHEREAS, in order to execute and implement the Redevelopment Plan, the Agency
proposes to sell certain real property located at 5915 El Camino Real, and 5905 El Camino Real,
Atascadero, California (the 'Property"), pursuant to the terms and provisions of the Purchase
Agreement (the "Agreement") to be entered into with Carlton Hotel Properties, LLC (the "Buyer"),
which Agreement contains a description of the Property; and
WHEREAS, the Agreement contains all the provisions, terms and conditions, and obligations
required by State and local law; and
WHEREAS, the Buyer possesses the qualifications and financial resources necessary to
acquire and develop the Property in accordance with the purposes and objectives of the
Redevelopment Plan; and
WHEREAS, the Agency has prepared, and the City Council has reviewed and considered a
summary report setting forth the cost of the Agreement to the Agency, the estimated value of the
interests to be conveyed determined at the highest uses permitted under the Redevelopment Plan, the
purchase price, and the manner in which the sale will assist with the elimination of blight (the
"Summary Report"); and
WHEREAS, the Summary Report was made available for public inspection in accordance
with the California Community Redevelopment Law: and
WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety
Code, Sections 33000 et seq.), the Agency held a public hearing on the proposed sale of the Property,
on the Agreement; and
WHEREAS, the Agency has considered all terms of the proposed sale and believes the
25
ITEM NUMBER: RA B -1
DATE: 05/11/04
development of the property pursuant to the Agreement is in the best interest of the City and the
health, safety, morals, and welfare of its residents, and in accord with the public purpose and
provisions of applicable State and local law requirements.
NOW, THEREFORE, THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF ATASCADERO, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
1. The Agency hereby finds and determines that the consideration for the sale of the
Property pursuant to the Agreement is not less than the fair market value of the Property in
accordance with the covenants and conditions governing such sale.
2. The Agency hereby finds and determines that the consideration for the sale of the
Property pursuant to the Agreement is necessary to effectuate the purpose of the Redevelopment
Plan.
3. The Agency hereby finds and determines that the sale of the Property will eliminate
blight in the manner described in the Summary Report.
4. The sale of the Property by the Agency to the Buyer and the Agreement, which
establishes the terms and conditions for the sale of the Property are hereby approved.
5. The Executive Director is hereby authorized to sign the Agreement forthwith, in
substantially the form presented at this meeting, or with such minor changes as may be approved by
the Executive Director and Agency General Counsel. The Executive Director is also hereby
authorized to sign all documents necessary and appropriate to carry out and implement the
Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed
thereunder.
PASSED AND ADOPTED at a regular meeting of the Community Redevelopment Agency
of the City of Atascadero, California, held on this day of , 2004.
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF ATASCADERO
ATTEST:
By:
Marcia McClure Torgerson, Agency Secretary
APPROVED AS TO FORM:
By:
Roy Hanley, General Counsel
0
2
Tom O'Malley, Chairperson