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HomeMy WebLinkAbout00316C - COOPERATIVE SERVICES VISTA CHINO SUNRISE PROPERTY PURCHASE OPTION AGR Cooperative Services Inc. Option Agr to Acquire Prop S Vista Chino W Sunrise AGREEMENT #361C R893, 7-7-93 OPTION AGREEMENT — - THIS OPTION AGREEMENT (referred to herein as this "Agreement" or this "Option") is made and entered into this � day of July, 1993 , by and between THE COMMUNITY REDEVELOPMENT 'AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Optionor") , and COOPERATIVE SERVICES, INC. , a Michigan non-profit cooperative corporation ("Optionee") . R E C I T A L S A. Optionor is the owner of that certain unimproved real property consisting of approximately three and 26/100 (3 . 26) acres located in the County of Riverside, State of California, more particularly described on Exhibit "A" , attached hereto (the "Property") . B. Optionee desires to have the right to acquire the Property. C. Optionor is willing to grant Optionee an option to acquire the Property subject to all of the terms, conditions and provisions of this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I OPTION TO ACQUIRE Section 1. 1 - Grant of Option. Optionor hereby grants Optionee an option to acquire the Property ("Option") for a purchase price of FIVE HUNDRED THOUSAND DOLLARS ($500, 000. 00) ("Purchase Price") upon all of the terms, covenants and conditions contained in a purchase and sale agreement and joint escrow instructions to be negotiated by Optionor and Optionee pursuant to the provisions of Section 2 . 2 below ("Purchase Agreement") . This Option shall commence on the Grant Date and continue until the earlier to occur of (i) 4 : 00 p.m. on March 31, 1994 ; (ii) 4 : 00 p.m. on the date that is thirty (30) days following the date Optionee receives notice from the United States Department of Housing and Urban Development ("HUD") that Optionee's application for a fund reservation under Section 202 of the Housing Act of 1959, 12 U. S.C. Section 1701q ("Fund Reservation") for the acquisition of the Property and the development of a senior citizen housing project containing at least sixty (60) units ("Project") has been approved; or (iii) the date Optionee receives notice that the application for a Fund Reservation has been rejected ("Option Period") . Section 1. 2 - Consideration. As consideration for the granting of this option, Optionee shall pay Optionor the sum of TEN 0 DOLLARS ($10.00) , the sufficiency of which is hereby acknowledged. Said option consideration shall not be applicable to the Purchase Price. As additional consideration for the granting of this Option, Optionee hereby agrees to submit an application for the Fund Reservation to HUD on or before July 8, 1993 and, thereafter, perform all actions as may be reasonably required to secure the Fund Reservation from HUD. If possible, optionee agrees to request that HUD provide carbon copies of all correspondence and notices regarding the Fund Reservation to Optionor. Section 1. 3 - Automatic Termination. In the event Optionee has not exercised the Option to acquire the Property in the manner set forth in Article IV below on or before 4:00 p.m. on the date the Option Period is to expire pursuant to Section 1. 1 above, the Option shall automatically terminate without any notice to Optionee, and all rights of Optionee in and to the Property shall then and there cease. ARTICLE II EXERCISE OF OPTION TO ACQUIRE Section 2 . 1 - Method of Exercising option. In the event Optionee desires to exercise this 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, Optionee shall exercise its Option by delivering to Optionor, on or before 4: 00 p.m. on the day on which the Option would otherwise expire, written notice of optionee's election to acquire the Property together with a copy of HUD's approval of the Fund Reservation. Section 2. 2 - Purchase Agreement. If Optionee properly exercises this Option as provided herein, Optionor shall prepare the Purchase Agreement for execution by the parties. The Purchase Agreement shall be executed at least thirty (30) days from the date Optionee exercises this option. Optionor and optionee hereby agree to negotiate the terms of the Purchase Agreement in good faith. The Purchase Agreement shall contain the usual and customary terms and provisions for the sale of unimproved real property and shall, at a minimum, provide for the following: (a) The purchase price for the Property shall be equal to the Purchase Price; provided that, if the fair market value of the Property, as determined by the HUD appraisal performed - in connection with the Fund Reservation application, is less than the Purchase Price, the parties agree to negotiate in good faith to arrive at a new purchase price. If the parties cannot arrive at an agreement regarding a new purchase price, then Optionee shall have the right to purchase the Property for the Purchase price or terminate this Agreement. FS1U83%0 14 08 4-0012W8045.2 06/24/93 -2- 0 (b) Optionee shall place into the escrow for the conveyance of the Property a deposit equal to TEN DOLLARS ($10. 00) . Optionor shall have the right to retain the deposit as liquidated damages if Optionee breaches the Purchase Agreement. (c) The close of escrow for the conveyance of the Property shall be eighteen (18) months from the date Optionee exercises this Option. (d) Optionee shall have the right to review and approve the status of title to the Property prior to the close of escrow. (e) 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. (f) Optionor shall convey the Property to Optionee without representation or warranty as to the condition of the Property or the suitability of the Property for Optionee's intended purposes. Optionee shall accept the Property in its "As-Is", "Where-Is" and "With-All-Faults" condition. (g) All fees, costs, expenses and other sums related to the Property or the transfer of the Property shall be paid by Optionor. (h) The 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 thirty (30) years from the date the construction of the Project is completed. Said restriction shall further provide that (i) 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 (ii) 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 HUD regulations. The deed restriction shall be subject to HUD approval. ARTICLE III TERMINATION OF OPTION Section 3 . 1 - Automatic Termination. This Option shall automatically terminate without notice to Optionee pursuant to Section 1. 3 above. Such termination shall not release Optionee from its obligations to pay sums due and owing pursuant to the -3- • f terms hereof up to and including the date of such termination nor from Optionee's obligations pursuant to this Article III and Article IV, Sections 4.1 and 4 . 3 hereof. Section 3 . 2 - Document to Remove Cloud. 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 nonetheless in all events agrees to execute, acknowledge and deliver to Optionor within ten (10) days after Optionor's request therefor, any quitclaim deed or other documents required by a reputable title company of Optionor's choice, which said title company might require to remove any cloud from the title of Optionor to the Property that might arise as a result of the Option herein granted if such Option is not exercised prior to expiration or termination, or if Optionee defaults hereunder. ARTICLE IV MISCELLANEOUS Section 4 . 1 - Attorneys' Fees. 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 attorneys' fees. Section 4 . 2 - Notices. 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 reputable overnight delivery service, with postage prepaid, addressed to the party for whom intended as follows: To Optionor: The Community Redevelopment Agency of the City of Palm Springs, California P.O. Box 2743 3200 East Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Executive Director Copy to: Rutan & Tucker 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: David S. Aleshire, Esq. -4- 0 To Optionee: Cooperative Services, Inc. 25900 Greenfield Road, Suite 326 Oak Park, MI 48237 Attn: Mr. Fred Woods Either party may from time to time, by written notice to the others, 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. Section 4.3 - Broker's Fee. 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 finder's fees. Section 4 . 4 - Assignment. Optionee shall have no right to assign the option herein granted or any right or privilege Optionee might have in the Option, by operation of law or otherwise, without the prior written consent of Optionor, which consent may be withheld in Optionor's sole and absolute discretion. Any attempt by Optionee to make an assignment other than with the prior written consent of Optionor shall be null and void and shall automatically terminate the Option. Optionor's consent to an assignment by Optionee shall not relieve Optionee from its obligations under this Agreement. In the event Optionee is a partnership or corporation, any cumulative transfer of more than twenty-five percent (25%) of the partnership interest or interest as a shareholder in the corporation, as owned on the date hereof, shall constitute an assignment requiring the consent of Optionor for the purposes of this Section 4 .4. Section 4.5 - Time of the Essence. Time is of the essence of each of the terms, covenants and conditions of this Agreement. Section 4. 6 - Binding on Heirs. 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. Section 4.7 - Entire Agreement. 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 AS11383\014084-0012W9045.2 WNW -5- • / or understandings not contained herein shall be binding or valid against either of the parties hereto. Section 4.8 - Modification. Any amendments or modifications to this Agreement or the attached Escrow Instructions must be in writing and executed by all the parties to this Agreement. Section 4. 9 - Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if 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. Section 4 . 10 - No Waiver. 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 h'ereto 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 as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions thereof. Section 4. 11 - Severability. 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 each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 4.12 Authority to Execute. Each individual executing this Agreement on behalf of a partnership or corporation represents and warrants that he or she is duly authorized to execute and deliver this Agreement and the Purchase Agreement on behalf of such partnership or corporation in accordance with the authority granted under the formation documents of such entity, and, if a corporation, by a duly passed resolution of its Board of Directors, that all conditions to the exercise of such authority have been satisfied, and that this Agreement and the Escrow Instructions are or will be binding upon such entity in accordance with their respective terms. Section 4. 13 - Counterparts. 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. FS03831014084-0012k18045.2 0624/93 -6- Section 4. 14 - No Recordation. Optionee shall not cause or allow this Agreement, short form, memorandum or assignment hereof to become of record in any public office without Optionor's prior written consent, which consent may be withheld in Optionor's sole and absolute discretion. Section 4 . 15 - Exhibits. Exhibit "A" attached hereto is hereby incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement the day and year first above written. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic f y. C/1/� L Assistant Secretary Chairperson REVIEWED D APPROVED RUTAN & C ER lam, i By: Day/A Day/Act Jf. Ales ire, Esq. Agency `Counsel "OPTIONOR" COOPERATIVE SERVICES, INC. , a Michigan nonprofit cooperative corporation By: Its: By: Its• "OPTIONEE" a�G�u�tl�"(%�OP�;�'i+ t':;'r'p% 'L'6�i:, i„<�J.�..✓<d1crC ril,i'v'��"L� €'��i;{[S�l c3Q?fie FS1l383%014084-0012148045.2 06R4/93 -7- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY 4 i UlSTA CHINO ROAD _ _ 95113 N 89' 40' 34" W LEGAI OFSICRIPTION, OF PARKA: 291.05 N 89' 46' 34" W S0. BEING A PORTION OF THE N.E. 1/4 OF THE N.E. z 1/4 OF SECTION 11, T.4S„ R.4E., S.B,B.&M, N START AT F,D. BRONZE PIN IN PLACE FOR N.E. CORNER SECTION 11 REF. R.S. 53/96-99 IN 1 C.P.S. STD. MON. WELL. PROCEED 951.13 FEET "_' ''•' 1LW PARCEL B N 89' 40' 34" W, THENCE 50 FEET S 0' 20' 15" W v I�' 4.24 ACRES TO THE TRUE POINT OF BEGINNING OF PARCEL A, r AT THE NORTH WESTERN CORNER OF THE PARCEL. 'i C-,4 PROCEED 320 FEET S 0' 20' 15" W, THENCE r1 b I 265 FEET N 89' 40' 34" W, THENCE 420.07 FEET S 0' 20' 15" W. THENCE 316.07 FEET0 lc� 1 S 89' 44' 25" E, THENCE 416.85 FEET r' o N 0' 20' 15" E, THENCE 21 FEET N 89' 40' 34" W, N Iw THENCE 320 FEET N 0' 20' 15" E, THENCE 1 3O FEET N 89' 40' 34" W TO THE TRUE POINT 1 OF BEGINNING. 265.00 N 89' 40' 34" W 49N ' w 40' 34" W b i IU PARCEL A 1 I Z 1 3.26 ACRES 1 t � e , u' + u7 it [J O CV ii vY 1 1 t hj to q ;r I 1 1 t ( I 316.02 N 89' 44'_25" W 1 23.9.94 _ 555.96 N 89' 44' 25" W - TENTATIVE PARCEL MAP 0 20 SD 100 SCALE: 1" 100'