HomeMy WebLinkAboutR29- Housing & Community Development ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Maggie Pacheco,Director SUBJECT: PUBLIC HEARING-APPROVAL OF
Housing&Community Development PURCHASE OPTION AGREEMENT
WITH COOPERATIVE SERVICES,
DATE: April 9, 1999 ORIGINAL INC.
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Synopsis- ------ -------- ------ -------- ------- ---- ------- - ---of Previous Commission/Council/Committee Action(s): (
I
In 1986, the Agency acquired the land located at 1530 Baseline Street, immediately to the east of the West Side Plaza,
(the "Site") within the Northwest Project Area, for approximately $489,000. The Site is a vacant 5.5 acre parcel
currently zoned C General(CG-2)(see attached map-AP#143-171-27).
On April 5, 1999,the Commission approved in concept development of a senior housing project on the Site,and agreed
to set a public hearing for April 19, 1999 to consider entering into a Purchase Option Agreement for disposition and
development of the Site at a future date.
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Recommended Motion(s):
OPEN PUBLIC HEARING
CLOSE PUBLIC HEARING:
(Community Development Commission)
MOTION A: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING THE
PURCHASE OPTION AGREEMENT (THE "AGREEMENT") BY AND BETWEEN THE
REDEVELOPMENT AGENCY AND COOPERATIVE SERVICES, INC., A NON-PROFIT
COOPERATIVE CORPORATION RELATIVE TO THE PROPERTY LOCATED AT 1530
BASELINE STREET, SAN BERNARDINO, FOR DEVELOPMENT OF A SENIOR HOUSING
PROJECT, AND AUTHORIZE THE EXECUTIVE DIRECTOR OF THE AGENCY TO EXECUTE
THE AGREEMENT ON BEHALF OF THE AGENCY(NORTHWEST PROJECT AREA).
MOTION B: That the Mayor and Common Council of the City of San Bernardino authorize the Redevelopment
Agency to enter into the Purchase Option Agreement relative to the sale of the property located at 1530
baseline street, San Bernardino with Cooperative Services, Inc., a non-profit cooperative corporation
for use and development of a senior housing project
Contact Person(s): Gary Van Osdel/ M. Pacheco Phone: 5081
Project Area(s) Ward(s):
Supporting Data Attached: ❑x Staff Report❑x Resolution(s) ❑Agreement(s)/Contract(s) ❑ Map(s) ❑ Letter/Memo
FUNDING REQUIREMENTS Amount: $ 100,000 Source: 20%Set Aside Housing Fund/or HOME Funds
Budget Authority: Will be appropriated in 1999-2000 Budget
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SIGNATURE:
Lrary V Osdel, Executive D' ector Maggie Pa� co, Director
Ecop,61mic Development Ag ncy Housing ommunity Development
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Commission/Council Notes:
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MP:Iag:99-04-19 PH Coop Service COMMISSION MEETING AGENDA
Meeting Date: 04/19/1999
Agenda Item Number: R oil
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Public Hearing: Purchase Option Agreement- Cooperative Services, Inc.
BACKGROUND:
As considered by the Commission on April 5, 1999, Cooperative Services, Inc., (COOP), a non-
profit senior housing developer, is interested in developing the Site with a 75 unit single story
affordable senior citizen complex (the "Project) with HUD 202 funds. COOP has over 33 years
of experience in the development of senior housing. They own and manage over 4,700 units in
about 38 developments throughout the country.
The current zoning of the Site will allow development of 75 units without a zone change, subject
to a Conditional Use Permit (CUP). Although the Site is larger than what COOP actually needs,
COOP has determined that the Site is geographically suitable for elderly housing, given its
proximity to and within walking distance of commercial/retail centers and other ancillary uses.
It should be emphasized that when COOP originally approached Staff, they only requested a 2 to
3 acre parcel to develop the proposed Project. Furthermore, they did not request any subsidy
from the Agency since the HUD 202 funding pays for all project costs. However, because of the
complexity of having to deal with a number of planning and land use constraints, (i.e. re-
parceling, egress and ingress, building height limitations, etc.), Staff recommended to COOP that
they consider acquiring and developing the entire five acre Site. Given Staff's position, COOP
would more than likely incur additional on and off-site improvement costs. These additional
costs are anticipated to cost no more than $100,000.
As previously noted, COOP is proposing to use the HUD 202 grant funding for the development
of the Project. If successful, HUD 202 funding would provide the necessary resources for
acquisition of the Site, at fair market value (presently estimated at$275,000 or $1.15 sq. ft.), and
reasonable development costs of the Project. COOP is optimistic that they will be successful in
obtaining such funding because San Bernardino has not received HUD 202 funding for a
considerable time now. The deadline to submit for the 202 Grant is May 1999; however, the
award of such funding is contemplated in October 1999.
In order to submit the application, COOP must show that they have Site control. Consequently,
the purpose of today's public hearing is to comply with redevelopment law wherein the Agency
is required to conduct a hearing prior to disposition of any real estate owned by the Agency.
Thus, the attached Purchase Option Agreement (Agreement) is before the Commission today for
its consideration. The Agreement gives COOP the option to purchase the Site at the fair market
value price until May 2000, or the date COOP receives notice from HUD that their application
for funding has been approved, which ever occurs earlier.
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MP:lag:99-04-19 PH Coop Service COMMISSION MEETING AGENDA
Meeting Date: 04/19/1999
Agenda Item Number: �_
Economic Development Agency Staff Report
Purchase Option Agreement Cooperative Services
April 8, 1999
Page Number-2-
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If COOP receives HUD Section 202 Grant funds and seeks to exercise its option to purchase the
Site, the final terms of a Disposition and Development Agreement (DDA) which incorporates the
business points listed in Section 2 and 3 of the Agreement will be negotiated and submitted to
the Commission for final consideration and approval. At that time, the final details of the scope
of Project, including final design amenities will be specifically set forth.
FISCAL IMPACT ANALYSIS:
Again, if COOP were selected to be a recipient of the HUD 202 grant, the Agency would be paid
the fair market value for the Site, currently estimated at $275, 000. In addition, since the Site is a
much larger site than COOP actually needs, the Agency will need to contribute housing 20% set
aside funds or federal HOME funds to assist with off-sites or to upgrade the aesthetics of the
Project. This supplemental Agency assistance amount is estimated to be no more than $100,000.
RECOMMENDATION:
That the Mayor and Commo uncil and the Community Development Commission adopt
Motions A and B.
Maggie Pachec i ctor
Housing & Co unity Development
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MP:lag:99-04-19 PH Coop Service COMMISSION MEETING AGENDA
Meeting Date: 04/19/1999
Agenda Item Number: ,�
COPY
1 RESOLUTION NO.:
2
3 RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION APPROVING THE PURCHASE OPTION
4 AGREEMENT (THE "AGREEMENT") BY AND BETWEEN THE
REDEVELOPMENT AGENCY AND COOPERATIVE SERVICES,
5 INC., A NON-PROFIT COOPERATIVE CORPORATION RELATIVE
6 TO THE PROPERTY LOCATED AT 1530 BASELINE STREET, SAN
BERNARDINO, FOR DEVELOPMENT OF A SENIOR HOUSING
7 PROJECT, AND AUTHORIZE THE EXECUTIVE DIRECTOR OF
THE AGENCY TO EXECUTE THE AGREEMENT ON BEHALF OF
8 THE AGENCY (NORTHWEST PROJECT AREA)
9
WHEREAS, the Community Development Commission of the City of San Bernardino
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(the "Commission") on behalf of the Redevelopment Agency of the city of San Bernardino (the
11
"Agency"), is a redevelopment agency, a public body of the State of California, organized and
12
existing pursuant to the Community Redevelopment Law(Part 1 of Division 24) commencing
13
with Section 33000 of the Health and Safety Code of the State of California (the "Act"); and
14
WHEREAS, the Redevelopment Plan provides for the redevelopment of real property
15
pursuant to the Redevelopment Plan both within and outside of the redevelopment project area
16
which is subject to the Redevelopment Plan (the '`Project Area") by owners thereof or by parties
17
seeking to acquire real property from the Agency; and
18
WHEREAS. Section 33391 of the Act provides that a redevelopment agency may acquire
19
any interest in real or personal property within a redevelopment project area or for the purpose of
20
redevelopment and Section 33430 of the Act provides that a redevelopment agency may dispose
21
of any interest in real or personal property within a redevelopment project area or for the
22
purposes of redevelopment; and
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WHEREAS, the Agency and Cooperative Services, Inc., a non-profit cooperative
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corporation "Optionee") deem it desirable to enter into a certain Purchase Option Agreement (the
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Agreement"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by this
1
I reference, pursuant to which, among other matters, the Optionee will acquire from the Agency
2 certain real property (the "Property") which is located in the Project Area. The transaction is for
3 the purposes of causing the redevelopment of the Property, including construction thereon by the
4 Optionee of an 70-75 rental senior housing development (the "Project"); subject to the
5 provisions of a Disposition and Development Agreement; and
6 WHEREAS, the Agency and the City have noticed and conducted a public hearing in
7 accordance with the requirements of Health and Safety Code Sections 33431 and 33433
8 concerning the proposed Purchase Option Agreement relative to the potential sole disposition of
9 the Property by the Agency to the Optionee pursuant to the Agreement; and
10 WHEREAS, based upon evidence submitted to the Agency, it is reasonable and
11 appropriate for the Agency to approve the proposed Agreement.
12 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION,
13 ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
14 BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
15 Section 1. The Agency finds and determines that the disposition and development of
16 the Property as described in the proposed Agreement is within the scope, terms and provisions of
17 the Redevelopment Plan. is consistent with the Agency's previously approved Implementation
18 Plan and will help eliminate blighting conditions in the Project Area by and creating affordable
19 rental housing opportunities for low and moderate income seniors.
20 Section 2. The Agency authorized the Director of the Agency to execute the
21 Agreement and to execute such other documents as may be necessary to implement the
22 Agreement and to make any necessary non-substantive changes in the Agreement as may be
23 approved by Agency Special Counsel.
74 Section 3, A Program Environmental Impact Report was certified in connection with
25 the adoption of the Redevelopment Plan. The Agency finds that no new effects could occur in
-2-
I connection with the Project and no new mitigation measures are required and therefore no new
2 environmental document is required pursuant to Section 15168 of the CEQA guidelines.
3 Furthermore, prior to the actual construction of the Project, the Optionee will be required
4 to insure that it has complied with all CEQA guidelines.
5 Section 4. This Resolution shall take effect upon the date of its adoption.
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-3-
I RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION APPROVING THE PURCHASE OPTION
2 AGREEMENT (THE `AGREEMENT") BY AND BETWEEN THE
REDEVELOPMENT AGENCY AND COOPERATIVE SERVICES,
INC., A NON-PROFIT COOPERATIVE CORPORATION RELATIVE
4 TO THE PROPERTY LOCATED AT 1530 BASELINE STREET, SAN
BERNARDINO, FOR DEVELOPMENT OF A SENIOR HOUSING
5 PROJECT, AND AUTHORIZE THE EXECUTIVE DIRECTOR OF
THE AGENCY TO EXECUTE THE AGREEMENT ON BEHALF OF
6 THE AGENCY (NORTHWEST PROJECT AREA)
7
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
8
Development Commission/Mayor and Common Council of the City of San Bernardino at a
9
meeting thereof, held on the day of , 1999, by the
10
following vote to wit:
tt
Commission/Council Members: Ayes Nays Abstain Absent
12
ESTRADA
13 LIEN
MCGINNIS
14 SCF NETZ
DEVLIN
15 ANDERSON
MILLER
16
17
18 Secretary
19 The foregoing resolution is hereby approved this day of
1999.
20
21 Judith Valles, Mayor
City of San Bernardino
22
Approved as to form and Legal Content:
2' James F. Penman, City Attorney
24
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By: l
J /
.� -4-
Res CDC/1999-12
1 EXHIBIT"A"
2 PURCHASE OPTION AGREEMENT
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L
APR-15-99 14:48 909 384 5135 P-01 R-934 Job-926 � ,,-
FROM : Economic Demo Agency FAX NO . : 909 384 5135 04-15-99 02 :46P P .01
Res CDC/1999-12
1999
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
PURCHASE OPTION AGREEMENT
(Affordable Senior Citizen Rental Housing Project)
THIS 1999 PURCHASE OPTION AGREEMENT (the "Agreement") is
made and entered into as of this day of r
1999, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN
6ERNARDIN0, a public body, corporate and politic (the "Agency") ,
and COOPERATIVE SERVICES, INC . , a Michigan nonprofit cooperative
corporation (the "Optionee"") .
RECITAL$
Whereas, the Agency is the owner of certain unimproved
real property located in the City of San Bernardino, County of San
Bernardino, State of CalifOrn�a, specifically described on Exhibit
"A" attached hereto and incorporated herein (the "Property" ) .
Whereas, the Optionee proposes to acquire the Property
and to develop and improve thereon using a special source of funds
as may be obtained through a program known as a "HUD Section 202
Grant, " as described below, an affordable senior rental housing
complex which shall be reserved for occupancy by senior citizens
(the "Project") , The Project is more particularly described in
Exhibit "B" attached hereto and incorporated herein by this
reference .
Whereas, the Optionee desires to have the right to
acquire the Property subject to its receipt of a "Final
Reservation" and the approval of a "DDA" for the Project as these
terms are more fully detined below and the Agency is willing to
grant Optionee an option to acquire the Property for the
development of the Project subject to the satisfaction of all of
the terms, conditions and provisions of this Agreement .
whereas, this Agreement shall materially assist the
Agency to effectuate one of the goals of the Northwest
Redevelopment Plan (the "Plan") by fostering in the development of
the Project that will benefit the low-and moderate income housing
needs of the City as well as the redevelopment project area .
Post-it Fax Note
7671 Da Pages`
From
SBFO/0001/DOCJ3474 To i
co.
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Res CDC/1999-12
FROM : Economic Deg Agency FAX NO. : 909 384 5135 04-15-99 02 :46P P .02
NOW, THEREFORE, the parties hereto agree as follows :
ARTICLE I - OPTION TO ACQUIRE THE PROPERTY
G=axxt of . tip_ The Agency hereby grants
Optionee an option for the term set forth in the following sentence
(the "Option") to acquire the Property for a purchase price of TWO
HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($275, 000 . 00) (the "Purchase
Price") , subject to the satisfaction of all of the other terms,
covenants and conditions contained in this Agreement and in a
Disposition and Development Agreement to be negotiated by the
Agency and Optionee pursuant to the provisions of Section 2 . 3,
below ("DDA") . The term during which the Optionee may satisfy the
conditions of this Agreement and complete the purchase of the
Property from the Agency shall commence on the date when this
Agreement is fully executed by the parties and continue shall
continue until the first of the following events to occur :
(i) the parties have executed the DDA in the form
mutually acceptable to each of them as set forth
in Section 2 . 3; or
(ii) 4 : 00 p.m. on May 27, 2000; or
(iii) on the date Optionee is given notice by the United
States Department of Housing and Urban Development
(HUD) that the Optionee' s application for a fund
reservation under Section 202 of the Housing Act
of 1959 (12 U.S .C . Section 1701q) (the "Fund
Reservation") for the acquisition of the Property
and the development of the Project has been
rejected or denied.
The period of time during which this Agreement is in effect is
referred to herein as the "Option Period. "
S tiora� • 2 - S2MA_1 Argt:.an
(a) As consideration for the grant of the Option to
purchase the Property as set forth in Section 1 . 1, the Optionee
hereby agrees :
W to submit a completed application for the Fund
Reservation for the Project to HUD by a date no
later than May 27, 1999, and thereafter to
exercise best efforts to secure the Fund
Reservation for the Project from HUD as promptly
SAEOf0001/D003474
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Res CDC/1999-12
FROM : Economic Deg Agency FAX NO. : 909 384 5135 04-15-99 02 :46P P .03
as feasible, but in no event by a date later than
May 27, 2000; and
(ii) to finalize the terms of the DDA as set forth in
Section 2 . 3 in consultation with the Agency as
promptly as feasible following submission of the
completed application for the fund Reservation and
receipt of notification from HUD of an award of
the Fund Reservation for the Project, but in no
event by a date Later than May 27 , 2000; and
(iii) subject to the satisfaction of subparagraph (ii)
above, the optionee shall complete the final
design and Engineering specifications for the
Project, acquire the Property from the Agency for
the Purchase Price, and commence the improvement
and operation of the Project using the proceeds of
the HUD Section 202 Grant all on the terms and
conditions set forth in the DDA.
The Optionee hereby authorizes the Agency to contact HUD
from time-to-time as may be necessary or appropriate in connection
with the evaluation and approval by HUD of the application for the
Fund Reservation for the Project .
(b) The Agency acknowledges that it deems the
disposition and reuse and redevelopment of the Property to be
necessary and that the optionee is qualified to undertake the task
of finalizing the logistical details relating to the acquisition,
reuse and redevelopment of the Project in a manner which is
compatible with the redevelopment objectives of the Plan .
As consideration for the covenant of the Optionee to
complete and submit the application for the Fund Reservation for
the Project to HUD and the other promises of the Optionee contained
herein, during the Option Period, the Agency shall not negotiate
with any other person or entity for the purpose of considering
either the disposition of the Property or considering the reuse and
redevelopment of the Project on the Property. The term
"negotiate" as used herein shall be deemed to preclude the Agency
from accepting any other proposal from third parties to either
acquire any interest in the Property (in whole or in part) or from
accepting any other development proposal affecting the Property
from persons or entities other than the optionee, and from
discussing other reuse and redevelopment plans for the Property
with third persons Qr entities; provided however, any person may
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Res CDC/1999-12
submit and the Agency may consider any proposal for the disposition
and/or redevelopment of any lands adjacent to the Property.
During the Option Period, the Agency shall not be
precluded, however, from furnishing to other persons or entities
unrelated to the optionee information in the possession of the
Agency relating to the Plan and the implementation of the plan,
shall remain within the sole and exclusive purview of the Agency to
administer . The Agency may also provide any other information in
its possession which would customarily be furnished to persons
requesting information from the Agency concerning its activities,
goals, and matters of a similar nature .
Sector; - Automatic Tezminatxo Tn the event
optionee cannot for any reason exercise the Option in the manner
set forth in Article 11, below, on or before the date when the
Option Period expires as set forth in Section 1 . 1 above, this
Agreement shall automatically terminate without any further notice
to either party, and all of the rights of Optionee in this
Agreement shall cease and be of no further force or effect .
ARTICLE II - EXERCISE OF OPTION TO ACQUIRE
sact�_ 1 - n t'o n E isin optionee
acknowledges that its right to acquire the Property and complete
the exercise of the Option as granted in this Agreement is subject
to the approval and timely execution by the parties of the DDA
prior to the end of the Option Period in accordance with Section
2 . 3 below, which condition must be satisfied prior to the Optionee
having the right to purchase the Property from the Agency. Nothing
in this Agreement shall abridge or infringe upon the legislative
and administrative discretion reserved to the City of San
Bernardino and/or the Agency as a public agency with respect to any
actions as may be required prior to the approval of the DDA of the
issuance of development permits and other entitlements to the
optionee for the improvement of the Project . The parties to this
Agreement each reserve the night to approve the final terms of the
DDA in the sole and absolute discretion of each of them.
ec ion
2 .2 - bfttthod In the event
Optionee desires to exercise the Option and has performed all acts
in the time and manner as required by the terms hereof and is not
in default under any provision of this Agreement, the Optionee
shall exercise the Option by delivering to the Agency, on or before
4 : 00 p .m_ on the day on which the Option Period would otherwise
expire, written notice of Optionee ' s election to acquire the
S$GO/0001/DOC/3474
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Res CDC/1999-12
Property together with a copy of HUD' s approval of the Fund
Reservation .
Se ti 3 -D' 1P0Sit.i,Qn and
Optionee shall give the Agency written notice of approval of the
Fund Reservation as promptly as feasible, after receipt of such
notice, the Agency will prepare and deliver a draft DDA to Optionee
for review. The Agency and optionee hereby agree to negotiate the
final terms of the DDA in good faith. The final terms of the DDA
shall incorporate the applicable provisions for the disbursement of
the HUD Section 202 Grant funds to the Optionee for the acquisition
and improvement of the Project and shall contain the other
customary terms and provisions of the Agency' s standard form
disposition and development agreements . The .DDA shall also provide
for the following:
(a) The transfer of the Agency' s title in the Property
to the optionee shall be administered by an escrow holder which is
mutually acceptable to the patties . The Purchase Price (which is
presently set as $275, 000 based upon a written appraisal) for the
Property shall be equal to the fair market value as determined in
accordance with applicable regulations of HUD;
(b) Optionee shall have the right to review and approve
the condition of title to the Property prior to the close of
escrow; provided, however the Agency shall not be obligated to cure
or correct any title defect as may be found therein except that the
Agency shall discharge the current lien for taxes and any purchase
money mortgage defect liens which may currently encumber the
Property;
(c) Optionee shall have the right to make a complete
analysis of the Property consisting of such engineering,
feasibility studies and soils tests as are sufficient to permit
Optionee to determine the suitability of the Property for the
Project and to obtain all necessary entitlements trom the City for
the improvement of the project on the Property in a form
satisfactory to the optionee;
(d) The Agency shall convey the Property to optionee
without representation or warranty a5 to the condition of the
Property or the suitability of the Property for Optionee ' s intended
purposes . optionee shall conduct its own due diligence
investigations of the Property, including testing for hazardous
substances, if necessary, and the optionee shall accept the
Property in its "As z, "Where-Is" and "With-All-Faults"
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Res CDC/1999-12
condition. All escrow fees, costs, expenses related to the
transfer of the Property shall be paid by the Agency;
(f) Optionee shall construct all improvements on the
Property in accordance with the plans and specifications approved
by the Agency and the City of San Bernardino;
(g) The ODA shall provide that the Agency shall assume
the obligation of the Optionee to pay for the costs of certain
public off-site improvements, development impact mitigating fees,
public capital facilities charges and other off-site development
casts associated with the improvement of the Project in a total
amount not to exceed the sum of $100, 000 . 00;
(h) Prior to the close of escrow, the Agency shall
prepare a legal description of the Property at the Agency' s sole
cost and expense, which legal description shall be attached as an
exhibit to the Agency grant deed;
( i) The Agency grant deed conveying the Property to
Optionee shall contain a restriction that the Property is to be
owned, managed and operated as the Project for a term of less than
thirty (30) years from the date the construction of the Project is
completed. Said restriction shall further provide that (A) all of
the units shall be continuously occupied or held vacant and
available for occupancy by low income or moderate income senior
citizen tenants, as determined by criteria established by HUD, and
(B) the Project shall comply with all HUD requirements with respect
to rental rates, rental policies, availability to the general
public, maintenance, reporting requirements and any other matter
which is the subject of applicable IUD regulations . The deed
restriction shall be subject to HUD approval and shall run with the
land;
(j ) Prior to the close of escrow, the Agency, at its
sole cost and expense, shall deliver a parcel map or certificate of
subdivision compliance to the escrow holder which evidences that
the Property consists of a legal parcel of land in accordance with
the requirements of the Subdivision Map Act, if necessary_ Such
parcel map or certificate of subdivision compliance, as applicable,
shall be recorded prior to the close of escrow;
(k) In the event that thes amount of the HUD Section
202 Grant, plus the available equity contribution of the Optionee,
are insufficient to provide for the purchase of the Property from
the Agency and the improvement of the Project, nothing herein, or
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Res CDC/1999-12
the DDA, shall be deemed to obligate the Optionee to purchase the
Property from the Agency.
ARTICLE III - TERMINATION Or AGRE AND OPTION
1p ion ��-- AutQ t' � T :Lnation. This Agreement and
the Option shall automatically terminate without notice to Optionee
pursuant to Section 1 . 3 above; provided, however, that such
termination shall not release Optionee from its obligations under
Section 3 . 2, Section. 4 . 1 and Section 4 . 3 .
Section 3 . 2 - DQaument to Acknowledgge ease Qf
�grmement. This Agreement constitutes only an Option to acquire
the Property, and although the Option granted hereby and all
extensions thereof shall automatically terminate with respect to
the property unless exercised and/or extended within the times
provided for herein, or shall otherwise terminate as provided in
this Article III , optionee nonethelcss in all events agrees to
execute, acknowledge in recordable form and deliver to the Agency
within ten (10) days after the Agency' s request therefor, any
quitclaim deed or other documents requested by the Agency in order
to acknowledge the termination of this Agreement .
ARTICLE IV -- MISCELLANEOUS
on rneys , s. In the event of any
dispute between the parties hereto involving the covenants or
conditions contained in this Option or arising out of the subject
matter of the Option, the prevailing party shall be entitled to
recover, and the other party agrees to pay, all reasonable fees,
expenses and costs, including, but not limited, to all attorneys '
fees .
Unless otherwise provided for
herein, any notice to be given or other document to be delivered by
either party to the other hereunder shall either be delivered in
person to such party or may be deposited in the United States mail,
duly certified and registered, or by a reputable next business day
delivery service, with postage prepaid, addressed to the party for
whom intended as follows :
To Agency: Redevelopment Agency of the City Of
San Bernardino
201 North "E" Street, Suite 301
San Bernardino, CA 92401
Attn. : Gary Van osdel, Executive Director
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Res CDC/1999-12
To Optionee: Cooperative Services, Inc .
25900 Greenfield Road, Suite 326
Oak Park, M1 48237
Attn: Mr . Fred wood
Either party may from time to time, by written notice to
the other, designate a different address which shall be substituted
for the one above specified, and/or specify additional parties to
be notified.
Notwithstanding Anything to the contrary herein
contained, any notices or documents which may be delivered by mail
pursuant to this Section 4 . 2 must be actually delivered to' the
other party on the last business day immediately preceding any
deadline date specified in this Agreement.
Sogtign 4 - Hr ' Neither panty has used the
service of a real estate broker or finder in connection with the
approval of this Agreement of the Option. Each party agrees to
indemnify and hold the other harmless from and against all
liabilities, costs, damages and expenses, including, without
limitation, attorneys ' fees, resulting from any claims or fees or
commissions, based upon agreements by it, if any, to pay broker ' s
commissions and/or tinder ' s fees .
q - Assi Except as set forth in this
Section 4 . 4, Optionee shall have no. right to assign this Agreement
and the Option herein granted by operation of law or otherwise,
without the prior written consent of the Agency, which consent may
be withheld in the Agency' s sole and absolute discretion. Any
attempt by Optionee to make an assignment other than with the prior
written consent of the Agency shall be null and void and shall
automatically terminate the Agreement and the Option . The Agency' s
consent to an assignment by Optionee shall not relieve Optionee
from its obligations under this Agreement . Notwithstanding the
foregoing, without first obtaining the consent of the Agency,
Optionee shall have the right to assign this Agreement to a non-
profit public benefit corporation controlled by Optionee and formed
for the sole purpose of owning and operating the Project as
required by HUD. Prior to assigning this Agreement to such a
non-profit corporation, Optionee shall submit to the ,Agency
evidence that Optionee exercises control over the assignee _
g9Ctipn 4 . 5 -__T' w of..__th�. E_A4_e 9P_. Time is of the
essence with respect to the terms, covenants and conditions of this
Agreement .
SBEp/0001/D003474
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FROM : Economic Demo Agency FAX NO . : 909 384 5135 04-15-99 02:48P P .09
Res CDC/1999-12
Binding on n�_sigr Subject to the
limitations set forth in Section 4 . 4 above, this Agreement shall be
binding upon and inure to the benefit of the heirs , personal
representatives, successors and assigns of the respective parties
hereto.
n 7 - re This Agreement contains
the entire agreement of the parties hereto with respect to the
matters covered hereby, and all negotiations and agreements,
statements or promises between the parties hereto or their agents
with respect to this transaction, are merged in this Agreement,
which alone expresses the parties ' rights and obligations . No
prior agreements or understandings not contained herein shall be
binding or valid against either of the parties hereto .
ion - icat' Any amendment or
modification to this Agreement must be in writing and executed by
all the parties to this Agreement .
S.4ZQtion 4 . 9 -- I -%k0=ret ion: Q0VqKnXr1a La This
Agreement shall be construed according to its fair meaning since
the Agreement has been prepared by both parties hereto . This
Agreement shall be construed in accordance with the laws of the
State of California in effect at the time of the execution of this
Agreement . Titles and captions are for convenience only and shall
not constitute a portion of this Agreement . As used in this
Agreement, masculine, feminine or neuter gender and the singular or
plural number shall each be deemed to include the others wherever
and whenever the context so dictates _
g9ect.a.o�_4 .7.0 -�Lo aive�. No delay or omission by either
party hereto in exercising any right or power accruing upon the
compliance or failure of performance by the other party hereto
under the provisions of this Agreement shall impair any such right
or power or be construed to be a waiver thereof . A waiver by
either party hereto of a breach of any of the covenants, conditions
or agreements hereof to be performed by the party shall not be
construed a$ a Waiver of any succeeding breach of the same or other
covenants, agreements, restrictions or conditions thereof .
Seat an itZ. If any term, provision,
condition or covenant of this Agreement or the application thereof
to any party or circumstances shall, to any extent, be held invalid
or unenforceable, the remainder of this instrument, or the
application of such term, provision, condition or covenant to
persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected thereby, and
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FROM : Economic Demo Agency FAX NO . : 909 384 5135 04-15-99 02 :49P P . 10
Res CDC/1999-12
each term and pr'ovi5ion of this Agreement shall be valid and
enforceable to the fullest extent permitted by law .
5.egt:Wn 4 . 12 -.-AuthoritY to Execute. Each individual
executing this Agreement on behalf of a party hereto represents and
warrants that he or she is duly authorized to execute and deliver
this Agreement on behalf of such party in accordance with the
authority granted under the formation documents of such entity.
geS;&:LQ i 4,1.3 - s►uAI&Xparts. This Agreement, including
any exhibits attached hereto, may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an
original copy.
S!2gt,ion44 .14 .- cc.__k�e_�i'�tion. optionee shall not cause
or allow this Agreement, short form, memorandum or assignment
hereof to become of record in any public office without the
Agency' s prior written consent, which consent may be withheld in
the Agency ' s sole and absolute discretion.
Se. -,ion 4 . 15 - Exhibits . Exhibit "A" and Exhibit "B"
attached hereto are hereby incorporated herein by this reference .
SBFO/0001/DOC/3474
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FROM : Economic Deg Agency FAX NO . : 909 384 5135 04-15-99 02 :49P P .I1
Res CDC/1999-12
IN WITNESS WHEREOF, the parties hereto have executed this
Purchase Option Agreement the day and year first above written.
AGENCY
Redevelopment Agency of the City San
Bernardino, a public body, corporate
and politic
Date : By.
Gary Jan Osdel , Executive Director
Approve a to Form:
By:
A ency Special Counsel
02TZONEE
Cooperative Services, Inc . , a
Michigan nonprofit
cooperative corporation
Date : By.
Fred Wood
Date : Hy:
SBEO/0001/DOC/3474
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