Loading...
HomeMy WebLinkAboutContract 1560-3 Et .. IS-6 0 .'3 r D oRIGINAL ,b,,, Cathedral City AMENDMENT NO.3 TO PROPERTY TRANSFER AGREEMENT AND ESCROW INSTRUCTIONS This Amendment No. 3 ("Third Amendment") is to that certain Property Transfer Agreement and Escrow Instructions ("Agreement") dated as of August 28, 2013, by and between the City of Cathedral City solely in its role as the Successor Housing Agency to the former Redevelopment Agency of the City of Cathedral City, a California municipal corporation, ("City" or "Seller") and Saxony Living, LP, a California limited partnership ("Developer" or "Buyer") as per the Assignment of Property Transfer Agreement ("Assignment") effective November 18, 2014, between Thermal Land, LLC, a California Corporation ("Assignor"), the Developer, and the City. City and Developer collectively may be referred to herein as the "Parties" or individually as "Party." This Third Amendment bears,for record purposes only,the date of February 26,2015. The Developer requested that the terms of the Agreement be modified to accommodate the unanticipated pre-design work to be performed prior to completing the architecture and engineering drawings necessary for project submittal to the City to entitle development of the sixty-nine (69) unit apartment building,which includes five (5)ground floor retail units,with a total rental area of eighty-seven thousand nine hundred ninety-five (87,995) square feet (the "Project"), in addition to the site complexities anticipated to be addressed during the design and construction phases of the Project. The City Council acting on behalf of the City as Successor Housing Agency to the former Redevelopment Agency directed the City Manager to act on their behalf to extend the Agreement accordingly. Section 1. Effect of Third Amendment Except as specifically set forth herein, the original terms of the Agreement and in accordance with the Assignment, remain unmodified or altered, and shall be enforceable on their terms: Defined terms not otherwise defined in this Third Amendment shall have the same meaning as the term defined in the Agreement. All original provisions of the Agreement not otherwise modified by the Third Amendment shall apply to all actions taken under this Third Amendment as if this Third Amendment was an integral part of the Agreement, including but not limited to,the provisions of Section 13 in its entirely. Section 2. Extension of Time. Section 5.12 of the Agreement provides that the Close of Escrow shall occur "not later than February 28, 2014." Amendment No. 1 to the Agreement previously extended this deadline to August 31, 2013. Amendment No. 2 to the Agreement previously extended this deadline to February 28, 2015. 1 A Section 10 of the Agreement provides that all Project construction and Property development, as approved and accepted by the City, shall be completed by February 28; 2014, and imposes damages upon the Developer for a failure to meet this deadline. Amendment No. 1,to the Agreement previously extended this deadline to August 31, 2014. Amendment No.2 to the Agreement previously extended this deadline to February 28, 2016. Seller hereby grants to Buyer an additional extension of the time period provided in Section 5.12 from February 28, 2015, to and including November 30, 2015. No further extensions may be granted except upon approval of the City Council of the City, as it may determine in its sole and unrestricted determination. Likewise, the deadline of February 28, 2016,for completion of the Project set forth in Section 10 of the Agreement is hereby extended to December 29,2016. The extensions are revised and reflected in the Escrow Deadlines as Exhibit "A" to this Amendment which hereby replaces Exhibit "F" of the Agreement. The Project Schedule is provided as Exhibit"B"to this Amendment. Section 5.10 of the Agreement provides specified conditions for the Close of Escrow. In addition to those specified conditions,and as a condition of this Extension of Time for the Close of Escrow, Developer shall be required to fulfill all conditions set forth on Exhibit "C" to this Amendment by no later than March 12,2015. WHEREFORE, the Parties, intending to be bound hereby, have affixed their authorized signatures to this Third Amendment. CITY: Developer: City o drat Cit Saxony Living, LP, a California limited partnership By: G y: .\0\ Charles P. McClendon J.L.J. Management,L.L.C., City Manager a Delaware limited liability company Its general partner Attest: bk.; Also" •� By: ame: Gary Ho ell I Nam, . Martin Dolemo Title: Manager Approved as to Content: 41j - Leisa A. Lukes Business Development Administrator Approved as to Form: 444---,kv4 �drCharles Green, City Attorney 2 Exhibit"A" Escrow Deadlines (Amended February 26,2015) PARTY ACTION WHEN Buyer Deposit with Escrow Agent one fully Within three(3) City-business executed counterpart of the Agreement, and days after the Effective Date the Deposit.Date of said delivery constitutes of the Agreement. "Opening of Escrow." Seller Deliver to Buyer copies of any and all Within three (3) City-business contracts service agreements, maintenance days of the Opening of agreements, and similar documents Escrow. evidencing any management and other services relating to the property(e.g. landscaping agreements)("Service Contracts"). Buyer Deposit with Escrow Agent the sum of Simultaneously with Opening $15,000. of Escrow. Escrow Agent Escrow Agent must indicate its acceptance of Within five (5)calendar days Agreement Section 5, in writing delivered to after Opening of Escrow. the Parties.The Escrow Agent must also inform the Parties of the Opening of Escrow. Date and the date set for Close of Escrow: Upon said written communication, Escrow Agent is empowered to act under this Agreement. Escrow Agent Cause Preliminary Title Report ("PTR")to be Within ten (10)calendar days prepared, and provide Buyer and Seller with after Opening of Escrow. copies of the PTR. Buyer Buy may object in writing to any exceptions Within ten (10) City-business disclosed in the PTR. days of Buyer's receipt of the PTR. Seller If Buyer objects in writing to any exemptions Remove exceptions prior to disclosed in the PTR,Seller must either(1) Close of Escrow,or notify cause removal of exceptions prior to Close of Buyer within ten (10) City- Escrow, or(2) notify Buyer,within ten (10) business days of receipt of City-business days of receipt of Buyer's Buyer's objections of the objections,of Seller's inability to cause inability to remove removal of said exceptions. exceptions. Seller Deadline to disclose in writing to Buyer, any Not less than ten (10)City- defects in or of the Property. business days prior to Close of Escrow. Escrow Agent Provide Buyer and Seller with a pro forma Not less than five (5)City- closing statement,showing any costs,funds business days prior to the owed by,or credits to that Party. Close of Escrow. PARTY ACTION WHEN Seller Deliver the Grant Deed and any additional Within five (5) City-business necessary, requested documents,to Escrow days of receiving a written Agent. demand from Escrow Agent. Buyer Deliver balance of Purchase Price and any No less than three (3)City- additional funds required to close Escrow to business days prior to the Escrow Agent. Close of Escrow. Seller Terminate all Service Contracts and deliver At Close of Escrow. possession of Property. N/A CLOSE OF ESCROW NO LATER THAN NOV. 30, 2015 Buyer Provide (1)satisfactory evidence of legal Prior to Close of Escrow(i.e. formation and existence in good standing to by Nov.30, 2015). Seller, and (2) proof of financing to Seller; Obtain approvals of use and design of the Project from Seller; and Obtain requisite entitlements for Project construction (including grading, building and construction permits). Buyer Commence Project construction. Immediately after Close of Escrow. Buyer Complete all construction of Project. NO LATER THAN DEC. 29, 2016. Either Party Duration of Cure Period upon receipt of a Ten (10)days, unless Notice of Default. extended by City in City's sole discretion. Seller Record Notice of Completion. Upon Buyer's full performance of all obligations under the Agreement, including the completion of the Project to the satisfaction of the City. Exhibit"B" Project Schedule Entitlement Submittal 3/12/15 30-day Initial Review; Letter of Completeness; Environ. Determination 4/13/15 Note: Req'd studies (such as air quality, greenhouse gas, traffic impact, etc) and Phase I/II soils report(s) can run concurrently 10 Business Days for Prep and Re-submittal 4/27/15 30-day Second Review and Comment Letter 5/28/15 10 Business Days for Prep and Re-submittal 6/11/15 Plans distributed to ARC Subcommittee 6/11/15 ARC Subcommittee Review 6/17/15 Revisions and Resubmittal 6/25/15 2nd ARC Subcommittee Review 7/1/15 Public Hearing Notice Issued 7/2/15 Planning Commission Public Hearing* 7/15/15 Construction Document Preparation and Submittal 9/1/15 Community Facilities District Legally Defined 9/1/15 1st Plan Check Complete 10/1/15 10 business Days for Prep and Re-submittal 10/15/15 2nd Plan Check Complete and Approval 11/12/15 Final Map (Special Meeting of the Council due to Holiday) 11/18/15 Building Permit Issued. 11/19/15 Close of Escrow 11/30/15 Commence Construction 12/1/15 Construction Complete 12/29/16 *This date could fluctuate due to the complexities related to the electrical design, easements, abandonments, new street locations and alignments, and associated mapping and approval processes— potentially resulting in longer review times, revision times,and/or an increase in the number of public meetings; however, Close of Escrow and Construction Completion dates remain constant. Exhibit"C" Conditions Required to Be Fulfilled by March 12, 2015 Completed and Signed Development Application _ Payment of any additional deposit required for Design Review The required number of complete plan sets shall be collated,stapled,folded to a size no larger than 81/2"x 14" SITE PLAN Requirements All Site Plans shall have a minimum scale of 1 inch=40 feet and the scale(drawing or graphic)and north arrow shall be clearly shown on the plans. Please see the Planning Department if you desire any other scales on your plans. The Title Block on all plans shall include the following: Name,address,phone,E-Mail,and Fax of applicant,person responsible for preparing the plans,owner of record,and project:engineer and/or architect. Legal Description for Tentative Tract and Parcel Maps only Site address > Assessor's Parcel Number of Site Small scale vicinity map with location of property in relation to major streets (need not be to scale)with a north arrow. This should be placed on the first page of the plans. Names of utility purveyors and location of existing known public utilities including sewer, water, gas,cable, solid waste,telephone,etc. Provide building setback dimensions from all property lines and from any other structure on site. Provide names and land uses of adjacent properties Provide property lines,distance from property line to center line of the street;dedicated rights-of-way,typical street sections,easements on the site and location of adjacent structures and property improvements within fifty(50)feet of the subject property. Provide location,size,shape,height,and use of all structures on the site including any proposed or existing fencing, gates,walls,driveways,and curbs. Provide location,of mail boxes(if applicable),loading areas,trash enclosures,and landscape areas. Provide location and names of all streets,alleys,easements,and rights-of-way providing legal access to the property. Provide any land or right-of-way to be dedicated. Provide the location of all utility poles and street lights on and adjacent to the property. Show location of all existing fire hydrants,catch basins,gutters,and water main sizes within 200 feet of the project. Indicate parking lot dimensions and pavement indicators such as loading zones, pedestrian walkways, directional arrows,etc.,including parking stall sizes,and accessible parking stall and access. Elevations shall show all dimensions and all sides of the structure. Provide a roof and floor plan with dimensions. Provide a cross-section(s) showing roof mounted equipment or projections, and method of screening from public view. Indicate building materials and textures on the plans and provide a Material Board and Color Palette not to exceed 8'1%"by 11". Indicate location of proposed signs,including address numbers,on building elevation with dimensions for preliminary review(final review and approval of signs requires a separate application). The Landscape Plans should include the following:staking detail with arbor guards if they are in a turf area,use of drought tolerant materials, use of concrete mow strip between turf and other surfaces, clear indication where landscaping will be used to screen mechanical,electrical,or irrigation equipment. Landscape Legend that shall include a specific symbol for each of the species of landscape material used, its frequency,caliper size,gallon and/or box size,and whether it is deciduous or evergreen including the percentage. Existing and proposed pad elevations Approximate grades of proposed roads and street center lines Identify all curve radii • Show existing contours with maximum interval as follows: Slope Interval Less than 2% 2' 2-10% 4' Greater than 10% 10' Identify proposed contours and spot elevations Identify land subject to overflow,inundation,or flood hazard. (If such conditions exist,additional information may be. required by the Engineering Department.) Show drainage plan to control on-site and off-site storm runoff,water courses,channels,existing culverts,and drain pipes, including existing and proposed facilities for control of storm waters, data as to amount of runoff and the approximate grade and dimensions of proposed facilities.