HomeMy WebLinkAboutAGENDA REPORT 2022 0406 CCSA REG ITEM 09ACITY OF MOORPARK, CALIFORNIA
City Council Meeting
of April 6, 2022
ACTION ADOPTED RESOLUTION NO.
SA-2022-24. (ROLL CALL VOTE: 4-0,
AGENCY MEMBER GROFF ABSENT.
BY A. Hurtado.
A.(SUCCESSOR AGENCY) Consider Resolution Approving Purchase and Sale
Agreement with Quail Capital Investments, LLC, for 15404 Princeton Avenue (APN
513-0-024-105 & -135). Staff Recommendation: Adopt Resolution No. SA-2022-
24, Approving Purchase and Sale Agreement with Quail Capital Investments, LLC,
subject to final language approval of the Executive Director, and authorize
Executive Director to execute the agreement. (ROLL CALL VOTE REQUIRED)
(Staff: Jessica Sandifer, Community Services Manager)
Item: 9.A.
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF
THE CITY OF MOORPARK
AGENDA REPORT
TO: Honorable Successor Agency Members
FROM: Jessica Sandifer, Community Services Manager
DATE: 4/06/2022 Regular Meeting
SUBJECT: Consider Resolution Approving Purchase and Sale Agreement with
Quail Capital Investments, LLC, for 15404 Princeton Avenue (APN 513-
0-024-105 & -135)
BACKGROUND
The Redevelopment Agency of the City of Moorpark (“Agency”) acquired the property at
15404 Princeton Avenue as a relocation site for the JE Clark Gas Station located on High
Street. In 2009, the Redevelopment Agency and the station owner tried to entitle the
project to move the gas station to the Princeton property. Unfortunately, the relocation of
the gas station was not approved due to significant neighborhood opposition. After the
project approval failed, the Agency began looking for interested development partners.
However, prior to any development partners being found, the Agency was dissolved
pursuant to AB X1 26 (”Dissolution Act”), as upheld and modified by the Supreme Court
in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 Cal.4th
231(2011)). As part of the dissolution process, the City of Moorpark elected to become
the Successor Agency of the Redevelopment Agency of the City of Moorpark (Successor
Agency). The Successor Agency was required by the Dissolution Act to prepare a Long
Range Property Management Plan (“LRPMP”) addressing the disposition of real
properties acquired by the former Redevelopment Agency. The LRPMP provides that the
property identified in the LRPMP as Property No. 6, APN 513-0-024-105 & -135 (15404
Princeton Avenue) (“Property”) will be retained by the City of Moorpark (“City”), provided
that the City pays compensation to the taxing entities. Subsequent to Department of
Finance approval of the LRPMP, it was determined that the Property was purchased with
the Agency’s 2006 Tax Allocation Bond (TAB) proceeds. The bond funded status of the
Property does not allow the City to purchase the Property and requires that any proceeds
of the sale be returned to the Bond fund or treated in accordance with the Bond
covenants.
Item: 9.A.
6
Honorable Successor Agency
4/06/2022 Regular Meeting
Page 2
The California Surplus Land Act (Government Code 54220 et seq.) (“SLA”) governs the
sale of surplus land. Land may be declared either “surplus land” or “exempt surplus land”
by the legislative body of the local agency as supported by written findings.
Effective January 1, 2020, the SLA defines a “local agency” to include the Successor
Agency. However, Government Code Section 54234(b) provides that with respect to land
that has been designated in a successor agency’s long-range property management plan
for sale, the SLA, as it existed on December 31, 2019, will apply to the disposition of the
land if (i) an exclusive negotiating agreement for disposition was entered into not later
than December 31, 2020, and (ii) the disposition is completed not later than December
31, 2022. The SLA, as it existed on December 31, 2019, did not apply to successor
agencies.
On December 22, 2020, the Successor Agency authorized the Executive Director to enter
into an Exclusive Negotiating Agreement (the “ENA”) with Quail Capital Investments, LLC
(the “Buyer”) for the purpose of negotiating the terms and conditions upon which the
Successor Agency would sell the Property to the Buyer.
Currently, the Property is not subject to the requirements of the SLA. This is because the
Successor Agency entered into the ENA for the Property prior to December 31, 2020. If
the Developer fails to close escrow by December 31, 2022, the Property will become
subject to the requirements of the SLA.
DISCUSSION
A purchase and sale agreement has been negotiated with the Buyer. The Buyer will be
purchasing the Property for the appraised value, as set by an appraisal dated no more
than six months prior to the close of escrow. Currently the sales price is listed at
$750,000, however, the current appraisal needs to be updated. The sale exempts 13,370
square feet of the frontage of the property, which is being used for the Princeton Avenue
improvement project, currently underway. The sale of the Property is subject to the
approval of the Ventura County Consolidated Oversight Board (VCCOB), which is
scheduled to take the item up at a regular meeting in April 2022. Assuming the Oversight
Board approves the sale, escrow will close before December 31, 2022, in accordance
with the requirements of the Surplus Land Act exemption.
ENVIRONMENTAL DETERMINATION
Staff has evaluated the conveyance of the property from the Successor Agency to Quail
Capital Investments, LLC and determined that the conveyance is exempt from review
under the California Environmental Quality Act of 1970, as amended, (“CEQA”) on the
grounds that the mere conveyance of the property, by itself, and without any specific plans
for development of the property, is not a project that has the potential for a physical impact
on the environment. In addition, the sale is not conditioned on any requirement to apply
for, process, or seek approval for any particular land use project on the site. Any future
7
Honorable Successor Agency
4/06/2022 Regular Meeting
Page 3
proposed use of the site is uncertain at this time but will undergo environmental review
when such use is proposed and approvals of that use are sought from the City.
Accordingly, the approval of the Purchase and Sale Agreement is not a project pursuant
to State CEQA Guidelines Section 15061 (b)(3) because it can be seen with certainty that
there is no possibility that the mere change in ownership of the property, as distinguished
from the future approval of particular uses, may have a significant effect on the
environment.
FISCAL IMPACT
The Property is to be sold for appraised fair market value. Disposition of the Property will
yield $750,000 (or fair market value as of the most recent appraisal) in sale proceeds
upon closing, of which approximately $52,000 would be paid for closing and escrow costs.
Additionally, the remainder of the funds would be retained (“Retained Sale Proceeds”) by
the Successor Agency in order to satisfy bond covenants relating to the tax-exempt bonds
that were issued by the former Redevelopment Agency to finance the purchase price of
the Property. Under the Treasury Regulations pertaining to tax-exempt bonds, the
Retained Sales Proceeds will be used to defease bonds to preserve the tax-exempt status
of the bonds.
COUNCIL GOAL COMPLIANCE
This action is consistent with City Council Goal 1, Objective 5 (1.5): “Dispose of applicable
former Moorpark Redevelopment Agency owned properties.”
STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
Adopt Resolution No. 2022-____, Approving Purchase and Sale Agreement with Quail
Capital Investments, LLC, subject to final language approval of the Executive Director,
and authorize Executive Director to execute the agreement.
Attachment: Resolution No 2022-______
8
RESOLUTION NO. SA-2022-____
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF MOORPARK APPROVING A
PURCHASE AND SALE AGREEMENT FOR A PROPERTY
AT 15404 PRINCETON AVENUE, MAKING FINDINGS
REGARDING THE SURPLUS LAND ACT, AND TAKING
RELATED ACTIONS
WHEREAS, pursuant to AB X1 26 (enacted in June 2011), and the California
Supreme Court’s decision in California Redevelopment Association, et al. v. Ana
Matosantos, et al., 53 Cal. 4th 231 (2011), the Redevelopment Agency of the City of
Moorpark (the “Former Agency”) was dissolved as of February 1, 2012, and the
Successor Agency was established as the successor entity to the Former Agency; and
WHEREAS, AB X1 26 added Part 1.8 (commencing with Section 34161) and Part
1.85 (commencing with Section 34170) to Division 24 of the Health and Safety Code
(“HSC”); and such Parts 1.8 and 1.85, together with any amendments and supplements
thereto enacted from time to time, are collectively referred to herein as the “Dissolution
Act”; and
WHEREAS, pursuant to the Dissolution Act, the Successor Agency is tasked with
winding down the affairs of the Former Agency; and
WHEREAS, pursuant to HSC Section 34175(b), all real properties of the Former
Agency transferred to the control of the Successor Agency by operation of law; and
WHEREAS, one of the properties transferred to the Successor Agency is located
at 15404 Princeton Avenue (the “Princeton Avenue Property”); and
WHEREAS, the Surplus Land Act (Government Code Sections 54220-54234)
generally requires the governing board of a local agency that owns land in fee simple
which is not necessary for the agency’s use to take formal action in a regular public
meeting to declare that the land is surplus land or exempt surplus land prior to undertaking
other action to dispose of the land; and
WHEREAS, as amended by Assembly Bill 1486, which took effect on January 1,
2020, the Surplus Land Act defines “local agency” for purposes of the Surplus Land Act
to include the Successor Agency, but Government Code Section 54234(b) also provides
that with respect to land that has been designated in a long range property management
plan pursuant to Health and Safety Code Section 34191.5 for sale or retained for future
development, the Surplus Land Act, as it existed on December 31, 2019, without regard
to the changes made to the Surplus Land Act by Assembly Bill 1486, shall apply to the
disposition of the land if (i) an exclusive negotiating agreement for disposition is entered
into not later than December 31, 2020 and (ii) the disposition is completed not later than
December 31, 2022; and
ATTACHMENT
9
Resolution No. SA-2022-____
Page 2
WHEREAS, the Surplus Land Act, as it existed on December 31, 2019, did not
apply to successor agencies; and
WHEREAS, the Successor Agency entered into an exclusive negotiating
agreement with respect to the disposition of the Princeton Avenue Property with Quail
Capital Investments, LLC, dated December 22, 2020 (“ENA”); and
WHEREAS, there has been presented to this Board a Purchase and Sale
Agreement (the “PSA”) by and between Quail Capital Investments, LLC and the
Successor Agency for the sale of the Princeton Avenue Property; and
WHEREAS, the Princeton Avenue Property is proposed to be sold to the Quail
Capital Investments, LLC for the purchase price of $750,000, or such value as determined
pursuant to a fair market appraisal obtained no more than six months prior to close of
escrow.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are a substantive part
of this Resolution.
SECTION 2. The Board of Directors hereby finds that because the Successor
Agency entered into the ENA with respect to the disposition of the Princeton Avenue
Property prior to December 31, 2020, the disposition of the Princeton Avenue Property is
not subject to the Surplus Land Act, provided that the disposition of the Princeton Avenue
Property is completed not later than December 31, 2022.
SECTION 3. The staff of the Successor Agency are hereby authorized to submit
a copy of this Resolution to the California Department of Housing and Community
Development.
SECTION 4. The Purchase and Sale Agreement, in the form attached hereto as
Exhibit A, is hereby approved. Each of the Chair of this Board, the Vice Chair of this
Board and the Executive Director of the Successor Agency (each, an “Authorized
Officer”), individually, is hereby authorized to execute and deliver, for and in the name of
the Successor Agency, the Purchase and Sale Agreement in substantially such form, with
changes therein as the Authorized Officer may approve (such approval to be conclusively
evidenced by the execution and delivery thereof).
SECTION 5. The Princeton Avenue Property was acquired with tax-exempt bond
proceeds, and the bond covenants continue to be enforceable obligations of the
Successor Agency. As such, the treatment of the proceeds related to the sale of the
Princeton Avenue Property must be in a manner that complies with the bond covenants
to preserve the tax-exempt status of the bonds in accordance with federal tax law as
determined by the Successor Agency bond counsel.
10
Resolution No. SA-2022-____
Page 3
SECTION 6. The Successor Agency has considered the staff determination that
the conveyance is exempt from review under the California Environmental Quality Act of
1970, as amended, (“CEQA”) on the grounds that the mere conveyance of the property,
by itself, and without any specific plans for development of the property, is not a project
that has the potential for a physical impact on the environment. In addition, the sale is
not conditioned on any requirement to apply for, process, or seek approval for any
particular land use project on the site. Any future proposed use of the site is uncertain at
this time but will undergo environmental review when such use is proposed and approvals
of that use are sought from the City. Accordingly, the approval of the Purchase and Sale
Agreement is not a project pursuant to State CEQA Guidelines Section 15061(b)(3)
because it can be seen with certainty that there is no possibility that the mere change in
ownership of the property, as distinguished from the future approval of particular uses,
may have a significant effect on the environment.
SECTION 7. The Authorized Officers and all other officers of the Successor
Agency are hereby authorized, jointly and severally, to execute and deliver any and all
necessary documents and instruments and to do all things which they may deem
necessary or proper to effectuate the purposes of this Resolution and the Purchase and
Sale Agreement.
SECTION 8. The Secretary of the Successor Agency shall certify to the adoption
of this resolution and shall cause a certified resolution to be filed in the book of original
resolutions.
PASSED AND ADOPTED this 6th day of April, 2022.
____________________________________
Janice S. Parvin, Chair
ATTEST:
____________________________
Ky Spangler, Secretary
Attachment: Exhibit A – Purchase and Sale Agreement
11
Resolution No. SA-2022-____
Page 4
5463CR
12856-0001\2596389v1.doc
EXHIBIT A
PURCHASE AND SALE AGREEMENT
between
Quail Capital Investments, LLC, and
the Successor Agency of the Redevelopment Agency of the City of Moorpark
(substantial final form)
(see attached)
12
Resolution No. SA-2022-____
Page 5
5463CR
12856-0001\2596389v1.doc
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND JOINT
ESCROW INSTRUCTIONS (“Agreement”) is dated as of , 2022
(“Effective Date”) and is entered into by and between the SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK created and existing pursuant
to California Health and Safety Code Section 34170 et seq. (“Seller” or “Successor Agency”), and
CALIFORNIA LAND INVESTMENTS, LLC, a Delaware limited liability company (“Buyer” or
“Developer”).
RECITALS
A. Seller owns the land (“Land”) in the County of Ventura, State of California,
described on Exhibit “A” attached hereto, having assumed ownership of the Property from the
former Redevelopment Agency pursuant to the Long Range Property Management Plan
(“LRPMP”) applicable to the properties of the Successor Agency.
B. The Land, all improvements on the Land and all rights (including water and mineral
rights), privileges, easements, tenements, rights of way and appurtenances (“Appurtenances”)
which belong to or appertain to the Land or improvements are hereinafter collectively referred to
as the “Property.”
C. An affiliate of Buyer (Quail Capital Investments, LLC, a Delaware limited liability
company) and Seller entered into an Exclusive Negotiating Agreement dated December 22, 2020
for the Property which was amended by an Amendment No.1 to Exclusive Negotiating Agreement
dated January 14, 2021 and by an Amendment No. 2 to Exclusive Negotiating Agreement dated
December 15, 2021 (the “ENA”).
D. The effectiveness of this Agreement is conditioned, as set forth in Section 1 below,
upon it being approved by the Seller’s Oversight Board.
Article I. SALE OF PROPERTY; CONDITIONS PRECEDENT.
For valuable consideration, the sufficiency of which is hereby acknowledged, Seller agrees
to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon the
terms and conditions herein set forth.
The effectiveness of this Agreement is conditioned upon the approval of this Agreement
by the Ventura County Consolidated Oversight Board (“Oversight Board”) after public hearing
thereon as required by applicable law. Upon the execution of this Agreement, the Successor
Agency shall submit this Agreement for approval by the Oversight Board, shall endeavor to obtain
such Oversight Board approval as soon after the Effective Date as is reasonably practicable and
shall promptly notify Developer in writing of approval, conditional approval or disapproval by the
Oversight Board. If the Oversight Board’s approval is unconditional, then the date on which
Successor Agency delivers written notice to Buyer of the Oversight Board’s unconditional
13
Resolution No. SA-2022-____
Page 6
5463CR
12856-0001\2596389v1.doc
approval is hereinafter referred as the “Oversight Board Approval Date”. If the Oversight Board
imposes conditions to its approval, then Successor Agency and Buyer shall endeavor, in good faith,
to address those conditions in a commercially reasonable manner. The date on which Successor
Agency and Buyer reach agreement on how those conditions should all be addressed shall be
deemed the Oversight Board Approval Date, provided that if such agreement is not reached within
ninety (90) days, then either party may terminate this agreement upon written notice to the other
at any time thereafter.
Article II. PURCHASE PRICE; DEPOSIT.
The total purchase price (“Purchase Price”) for the Property shall be the greater of: (i)
SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00); or (ii) the fair market value
of the Property as determined by an appraisal update obtained by the Seller at the Sellers’s cost no
later than six (6) months prior to the Close of Escrow, provided that if the updated appraisal results
in an increase of the Purchase Price, then Buyer shall have the right to terminate this Agreement
by written notice to Seller given within ten (10) business days after Buyer’s receipt of such
appraisal. If Buyer elects to terminate, then the Deposit shall be immediately returned to Buyer.
Buyer represents to Seller that Escrow Holder (described in Section 3.1 below) currently
holds $10,000 of Buyer funds in its escrow number 2594532 as a deposit. Within two (2) business
days after the Oversight Board Approval Date, Buyer shall deliver to such Escrow Holder and
escrow number 2594532 an additional deposit in the amount of Twelve Thousand Five Hundred
Dollars ($12,500.00). The initial $10,000 deposit and the subsequent $12,500 deposit are
hereinafter collectively referred to as the “Deposit”. If Buyer delivers an Approval Notice to Seller
and Escrow Holder prior to the expiration of the Approval Period (as hereinafter defined), Escrow
Holder shall release the Deposit (the sum of $22,500.00) to Seller. “Approval Period” means the
period commencing on the Oversight Board Approval Date and ending at 5:00 p.m. California
time on the date that is ninety (90) days thereafter.
The Deposit, together with any interest earned thereon, shall be applied as a credit against
the Purchase Price at closing. If Buyer terminates this Agreement or is deemed to have terminated
this Agreement by failing to timely deliver an Approval Notice to Seller and Escrow Holder in
accordance with the terms of this Agreement, then the entire Deposit shall be returned to Buyer.
In addition, the Deposit shall be returned to Buyer by Escrow Holder or, to the extent the Deposit
has been disbursed to Seller, by Seller if Buyer elects to terminate this Agreement by reason of the
failure of a Closing Condition set forth in Section 4.3.
The Deposit shall constitute liquidated damages to Seller if this Agreement is terminated
due to Buyer’s default (but Buyer shall have 10 days after written notice from Seller to cure any
such default, except failure to close by the deadline for the Close of Escrow, for which the notice
and cure period shall be two (2) business days.
BUYER AND SELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW
EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO ESTABLISH SELLER/SUCCESSOR AGENCY’S DAMAGES BY REASON
OF A DEFAULT BY BUYER. ACCORDINGLY, BUYER AND SELLER/SUCCESSOR
14
Resolution No. SA-2022-____
Page 7
5463CR
12856-0001\2596389v1.doc
AGENCY AGREE THAT IN THE EVENT OF A DEFAULT BY BUYER,
SELLER/SUCCESSOR AGENCY SHALL BE ENTITLED TO THE DEPOSIT AS
LIQUIDATED DAMAGES.
Buyer Initials: Seller/Successor Agency Initials:
Article III. ESCROW.
Section 3.01 Opening of Escrow.
Buyer and Seller have already opened an escrow (escrow number 30059581) with
Fidelity National Title Company located at 3237 East Guasti Rd, Suite 105, Ontario, CA 91761,
Attn: Mary Lou Adame, telephone: (909) 978-3020, facsimile: (909) 354-3355, email:
Marylou.adame@fnf.com (“Escrow Holder” or “Title Company”), but shall promptly deliver a
copy of this executed Agreement to Escrow Holder as escrow instructions. Buyer and Seller agree
to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions
of Escrow Holder or other instruments as may reasonably be required by Escrow Holder in order
to consummate the transaction contemplated by this Agreement.
Section 3.02 Close of Escrow.
For purposes of this Agreement, the Close of Escrow or Closing shall be defined as
the date the Grant Deed conveying the Property to Buyer is recorded in the Official Records of
Ventura County, California. The date on which the Closing must occur (the “Closing Date”) is
December 16, 2022 (but may be extended up to December 31, 2022 by Seller’s Executive Director,
provided the extension is in writing, but may not be further extended).
Article IV. TITLE AND PHYSICAL INVESTIGATIONS/DUE DILIGENCE.
Section 4.01 Title Review.
(a) Buyer acknowledges receipt of that certain Preliminary Report dated
December 17, 2020 issued by Fidelity National Title Company under Order No. 989-30059581
and of all title exception documents described therein (the “Preliminary Report”). Buyer may
terminate this Agreement by written notice given prior to the expiration of the Approval Period if
it disapproves any title matter. Buyer’s failure to disapprove within the Approval Period shall be
deemed approval of the Preliminary Report and all title exceptions, except that all deeds of trust
and other liens shall be deemed to have been objected to and removed prior to or at the Closing.
The Executive Director of Seller shall have the authority to agree, in writing, for Seller cure any
matter timely objected to, but shall not be obligated to so agree.
Buyer shall have the right to obtain extended coverage title insurance
provided it delivers an ALTA survey, certified to the Title Company, to the Title Company that is
based on the Preliminary Report and surveyor inspection, and Buyer may obtain such survey and
terminate this Agreement based on additional title exceptions shown by the survey within the
longer inspection due diligence period below.
15
Resolution No. SA-2022-____
Page 8
5463CR
12856-0001\2596389v1.doc
(b) Title Policy. Closing is conditioned upon the Title Company
committing to issue its Standard CTLA Owner’s form Policy of Title Insurance (“Title Policy”) in
the amount of the Purchase Price showing title to the Property vested in Buyer subject only to the
exceptions to title exceptions approved or deemed approved by Buyer pursuant to Section 4.1(a).
Buyer may, at Buyer’s option, elect to cause the Title Company to issue an ALTA form Title
Policy with such extended coverage protection and other endorsements as Buyer may request of
Title Company. All additional cost and expense of such ALTA Title Policy, endorsements and
extended coverage protection shall be borne by Buyer, including the cost of any survey of the
Property that may be required to obtain such coverage.
Section 4.02 Physical Condition.
(a) Inspections. During the term of this Agreement, Buyer shall have
the right to enter the Property and perform inspections and tests (including, without limitation, a
Phase I environmental review and, if recommended by the Phase I review, a Phase II
environmental review, which may include soils and groundwater testing) and if Buyer disapproves
any aspect of the condition of the Property, Buyer may terminate this Agreement by written notice
to Seller given prior to the expiration of the Approval Period. If Buyer fails to deliver a written
notice to Seller and Escrow Holder on or prior to the last day of the Approval Period approving
the feasibility of Buyer’s anticipated development of the Property (an “Approval Notice”), Buyer
shall be deemed to have disapproved feasibility and elected to terminate this Agreement. If Buyer
so terminates this Agreement, or is deemed to have so terminated this Agreement, then (i) Escrow
Holder shall promptly return the Deposit to Buyer, without the necessity of any further instruction
from Seller and notwithstanding any conflicting instruction from Seller.
(b) Indemnity. Buyer shall defend, indemnify and hold Seller harmless
from and against any claims, liabilities, losses, damages, costs and expenses caused by or resulting
from Buyer’s inspections.
Section 4.03 Buyer’s Closing Conditions. The obligation of Buyer to complete
the purchase of the Property is subject to the satisfaction or waiver of each of the following
conditions at or prior to the Closing:
(a) The due and timely performance by Seller of each material
covenant, undertaking and agreement to be performed by Seller as provided in this Agreement,
subject to the notice and cure provisions specifically provided herein.
(b) As of the Closing Date, the irrevocable commitment of Title
Company to issue or the issuance of an Owner’s Policy of title insurance complying with the
requirements of Section 4.1(b).
(c) The non-occurrence of any material adverse change to the physical
condition or the environmental status of the Property from the last day of the Approval Period to
the Closing Date.
16
Resolution No. SA-2022-____
Page 9
5463CR
12856-0001\2596389v1.doc
(d) There shall be no moratorium, prohibition or any other regulation or
restriction, including, without limitation, any moratorium on the provision of or hook-up to public
water or sewer facilities or the issuance of water will serve letters, that was not in force as of the
last day of the Approval Period and whose effect would be to preclude any inspections or the
issuance of any building or other permits, or the construction, sale and/or occupancy of residential
dwelling units on the Property.
(e) Possession. The Property shall be free of all leases, licenses and
occupancy agreements, free of parties in possession, free of all personal property belonging to
Seller and all third (3rd) parties, and free of debris (collectively, “Seller’s Occupancy Obligation”).
Seller agrees to satisfy Seller’s Occupancy Obligation.
(f) Oversight Board Approval shall have been obtained.
Section 4.04 Seller’s Conditions to Closing. The obligation of Seller to complete
the sale of the Property is subject to satisfaction or waiver of each of the following conditions at
or prior to Closing:
(a) The due and timely performance by Buyer of each material
covenant, undertaking and agreement to be performed by Buyer as provided in this Agreement,
subject to the notice and cure provisions specifically provided herein.
(b) All representations and warranties of Buyer contained in this
Agreement shall be true and correct as of the date made and as of the Closing Date with the same
effect as though such representations and warranties were made at and as of the Closing Date.
(c) `Oversight Board Approval shall have been obtained.
Article V. SELLER’S DELIVERIES.
Section 5.01 Prior to the Close of Escrow, Seller shall deposit or cause to be
deposited into Escrow for delivery to Buyer at Closing the following:
(a) A duly executed and acknowledged Grant Deed or Quitclaim Deed;
(b) If required by Escrow Holder, a Certificate of Non-Foreign Status
required under Section 1445(b) of the Internal Revenue Code, showing no withholding is required;
(c) If required by Escrow Holder, a California 590/593 form, showing
no withholding is required;
(d) Any other document reasonably required by Escrow Holder.
Article VI. BUYER’S DELIVERIES.
Prior to the Close of Escrow, Buyer shall deposit or cause to be deposited into Escrow, to
be delivered to Seller upon the Closing, the following:
17
Resolution No. SA-2022-____
Page 10
5463CR
12856-0001\2596389v1.doc
(a) The Purchase Price, less the Deposit, in accordance with Section 2;
(b) Funds in addition to the Purchase Price less Deposit that are
necessary to pay costs payable by Buyer; and
(c) Any other document reasonably required by Escrow Holder.
Article VII. COSTS. Buyer shall pay half of the escrow fees and costs, and the costs of extended
title insurance and endorsements. Seller shall pay documentary transfer taxes, recording costs, the
other 50% of the escrow fees and the costs of a standard owner’s title policy in favor of Buyer in
the amount of the Purchase price.
Article VIII. AUTHORIZATION TO RECORD DOCUMENTS AND DISBURSE FUNDS.
Escrow Holder is hereby authorized and directed to record the deed and apply and disburse
the funds provided each of the following conditions have been or will concurrently with the Close
of Escrow be fulfilled:
(a) Title Company has committed to issue to Buyer the Title Policy with
liability equal to the Purchase Price, in accordance with Section 4 above;
(b) Seller shall have deposited in Escrow the documents and
instruments required under Section 5.1;
(c) Buyer shall have deposited into Escrow the funds, documents and
instruments required of it under Section 6; and
(d) Buyer and Seller shall have approved a preliminary settlement
statement for the escrow, which shall be prepared by Escrow Holder.
Escrow Holder is authorized to record any instrument delivered through this Escrow, if
necessary or proper, for the issuance of the Title Policy referred to above.
Article IX. PRORATIONS. Property taxes, assessments and any special taxes shall be
prorated as of the Close of Escrow based upon the latest available tax information.
Article X. MISCELLANEOUS.
Section 10.01 Risk of Loss.
The risk of loss or damage to the Property until the Closing is assumed by Seller.
If any damage occurs to the Property prior to Closing, Seller shall promptly give Buyer written
notice of the occurrence thereof and of the amount of any insurance proceeds available for the
repair of such damage. Buyer at its sole option may terminate this Agreement by written notice
given to Seller within thirty (30) days of Buyer’s receipt of such notice, in which case the Deposit
and any other monies and documents deposited with Escrow Holder shall be returned to Buyer and
this Agreement shall be null and void. If Buyer does not give such notice, or gives notice that it
18
Resolution No. SA-2022-____
Page 11
5463CR
12856-0001\2596389v1.doc
will nonetheless proceed with the Closing, then this Agreement will remain in full force and effect
and Seller shall assign any available insurance proceeds to Buyer at or before the Closing.
Section 10.02 Notices.
All notices or other communications required or permitted hereunder shall be in
writing, and shall be sent by certified mail, postage prepaid, return receipt requested; or send by
reputable overnight courier, and shall be deemed received upon the earlier of (i) if mailed, three
(3) business days after the date of posting by the United States Post Office, (ii) if sent by overnight
courier, when delivered to the specified address.
To Seller: Successor Agency of the Redevelopment Agency of the City
of Moorpark
c/o City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attn: Executive Director
Telephone: (805) 517-6200
E-mail: jsandifer@moorparkca.gov
To Buyer: California Land Investments, LLC
3121 Michelson Drive, Suite 150
Irvine, CA 92612
Attn: Michelle Thrakulchavee, Managing Director
Telephone: (949) 258-7536
Facsimile: (949) 336-4349
E-mail: michellet@cityventures.com
With copy to: Kenneth M. Kaplan, Esq.
580 Broadway Street, Suite 202
Laguna Beach, CA 92651
Telephone: (949) 230-3117
Facsimile: (949) 549-4869
Email: kaplankm@gmail.com
Notice of change of address shall be given by written notice in the manner detailed in this Section.
Section 10.03 Assignment.
Buyer may not assign, transfer or convey its rights or obligations under this
Agreement without the prior written consent of Seller. However, Buyer shall in no event be
released from its obligations hereunder by reason of any assignment. Notwithstanding foregoing,
Buyer may assign its rights and obligations under this Agreement without the prior written consent
of Seller to City Ventures Homebuilding, LLC, a Delaware limited liability company (“CVH”),
19
Resolution No. SA-2022-____
Page 12
5463CR
12856-0001\2596389v1.doc
provided that (i) CVH assumes each and all of Buyer’s obligations under this Agreement and (ii)
Buyer shall remain obligated for the timely performance of each and all of Buyer’s obligations
under this Agreement.
Article XI. GENERAL PROVISIONS.
Section 11.01 Required actions of Buyer and Seller.
Buyer and Seller agree to execute such further instruments and documents and to
consummate the purchase and sale herein contemplated, and to effectuate the intent of this
Agreement.
Section 11.02 Time of Essence.
Time is of the essence of each and every term, condition, obligation and provision
hereof.
Section 11.03 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which, together, shall constitute one and the same instrument.
Section 11.04 Captions.
Any captions to, or headings of, the paragraph or subparagraphs of this Agreement
are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not
be used for the interpretation or determination of the validity of this Agreement or any provision
hereof.
Section 11.05 No Obligations to Third Parties.
The execution and delivery of this Agreement shall not be deemed to confer any
rights upon, nor obligate any of the parties hereto, to any person or entity other than the parties
hereto.
Section 11.06 Exhibits.
Any Exhibits attached hereto are hereby incorporated herein by this reference.
Section 11.07 Amendment to this Agreement.
The terms of this Agreement may not be modified or amended except by an
instrument in writing executed by each of the parties hereto, but the Executive Director of Seller
shall have authority to enter into non-substantial amendments provided they are in writing and
executed by the Buyer.
20
Resolution No. SA-2022-____
Page 13
5463CR
12856-0001\2596389v1.doc
Section 11.08 Waiver.
The waiver or failure to enforce any provision of this Agreement shall not operate
as a waiver of any future breach of any such provision or any other provision hereof.
Section 11.09 Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
Section 11.10 Entire Agreement.
This Agreement supersedes any prior agreements, negotiations and
communications, oral or written, and contains the entire agreement between Buyer and Seller as
to the subject matter hereof. No subsequent agreement, representation, or promise made by ether
party hereto, or by or to an employee, officer, agent or representative of either party shall be of
any effect unless it is in writing and executed by the party to be bound thereby.
Section 11.11 No Presumption.
Each provision of this Agreement has been independently and freely negotiated by
both parties as if this Agreement were drafted by both parties. In the event of any ambiguity in
this Agreement, the parties waive any presumption or rule requiring or permitting interpretation of
said ambiguity against or in favor of either party.
Section 11.12 Attorneys’ Fees.
In the event that either party is required to commence any action or proceedings
against the other in order to enforce the provisions hereof, or in order to obtain damages for the
alleged breach of any of the provisions hereof, the prevailing party (which shall be the party
receiving the larger award or otherwise receiving the more significant relief) therein shall be
entitled to recover, in addition to any amounts or relief otherwise awarded, incurred in connection
therewith, including attorneys’ fees.
[SIGNATURES ON FOLLOWING PAGE]
21
Resolution No. SA-2022-____
Page 14
5463CR
12856-0001\2596389v1.doc
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
“SELLER”: SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK created and existing pursuant to
California Health and Safety Code Section 34170 et
seq.
By:
Print Name: ________________________
Title: _____________________________
APPROVED AS TO FORM:
Kevin Ennis, Counsel to Seller
“BUYER”: CALIFORNIA LAND INVESTMENTS, LLC,
a Delaware limited liability company
By: CITY VENTURES HOLDINGS, LLC,
a Delaware limited liability company,
its manager
By: _____
Print Name: ___________________
Title: _________________________
22
Resolution No. SA-2022-____
Page 15
5463CR
12856-0001\2596389v1.doc
EXHIBIT “A”
LEGAL DESCRIPTION
All that certain real property situated in the County of Ventura, State of California, described as
follows:
Lots 69 through 82, inclusive, Re-Subdivision of the Colonia Virginia Tract, in the City of
Moorpark, County of Ventura, State of California, as per map recorded in Book 20, Pages 33 and
34 of Miscellaneous Records, in the Office of the County Recorder of said County.
Except all coal, lignite, coal oil, petroleum, naphtha, asphalt, maltha, brea, natural gas and all
kindred or similar minerals or mineral substances which now exist or any time hereafter may exist
upon, in or under said land, together with the rights incidental thereto, as reserved by Simi Land
and Water Company, in deed recorded November 16, 1889, in Book 29, Page 314 of Deeds.
Assessor’s Parcel No: 513-0-024-105, 513-0-024-135
23