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Res 23-058RESOLUTION NO. 23-058 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA AS SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY APPROVING A PURCHASE AND SALE AGREEMENT OF CERTAIN REAL PROPERTY LOCATED AT 13655 POWAY ROAD TO PINNACLE REALTY OF CALIFORNIA, LLC AND AUTHORIZE THE CITY MANAGER/EXECUTIVE DIRECTOR TO EXECUTE THE AGREEMENT AND ANY NECESSARY DOCUMENTS WHEREAS, in 2010 the City of Poway had experienced a loss of auto dealerships due to the economic downturn; WHEREAS, one of the objectives of the former Poway Redevelopment Agency (Agency) was to improve the integrity of the Poway Road Corridor and Poway Road of Cars by facilitating the reuse or redevelopment of vacant automotive dealership properties; WHEREAS, on July 6, 2010, the Agency authorized the Agency Executive Director to conduct due diligence and if feasible, purchase the former Chrysler Jeep property located at 13655 Poway Road; WHEREAS, subsequent to the Agency purchasing the property, on August 17, 2010, the Agency authorized entering into a Disposition and Development Agreement (DDA) with Pinnacle Realty of California, LLC (Toyota of Poway) that required the Pinnacle to acquire the adjoining 13611 and 13631 Poway Road sites, complete significant renovations of the combined properties, and move Toyota of Poway to the newly acquired properties; WHEREAS, on January 30, 2012, the City entered into a ground lease and operating covenant with Pinnacle Realty of California, LLC (Toyota of Poway) wherein the City agreed to lease the property located at 13655 Poway Road to Pinnacle with several conditions related to the development of the property, as well as financial terms, that included the repayment of the $3M the Agency spent to acquire the property through minimum annual payments, net new sales tax or a combination thereof; WHEREAS, following compliance with all terms of the lease, the operating covenant, and the DDA, at the expiration of the twelve (12) year term of the operating covenant, January 30, 2024, Pinnacle has the option to purchase the property from the Agency for $1.00 if it delivers written notice of its intent to exercise the option for the purchase of the property at least ninety (90) days before the last day of term, and the City/Successor Agency are contractually obligated to sell the property to Pinnacle; WHEREAS, on October 11, 2023 Toyota of Poway notified the City/Successor Agency in writing of its intent to exercise the option to purchase the property for $1 at the expiration of the twelve (12) year term of the operating covenant and close escrow on or about February 1, 2024. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway for the City Successor Agency to the Poway Redevelopment Agency, as follows: Resolution No. 23-058 Page 2 Section 1: The City/Successor Agency has determined that Pinnacle Realty of California, LLC has met all development and financial terms of the DDA, ground lease, and operating covenant entered into in 2012 and 2010 respectively. Section 2: Consistent with the terms of the ground lease and operating covenant, Pinnacle Realty of California, LLC provided the required written notification to the City/Successor Agency of its intent to exercise the option to purchase the property for $1 at the expiration of the twelve (12) year term of the operating covenant. Section 3: The City/Successor Agency approves the Purchase and Sale Agreement (Agreement) attached as Exhibit A to this resolution and authorizes the City Manager/Executive Director to execute the Agreement and any necessary documents to execute the sale of the property and close escrow on our about February 1, 2024. PASSED, ADOPTED AND APPROVED at a Regular Meeting of the City Council of the City of Poway, California for the City as Successor Agency to the Poway Redevelopment Agency on this 5t" day of December 2023 by the following vote, to wit: AYES: EDMONDSON, PEPIN, FRANK, VAUS NOES: NONE ABSTAINED: NONE ABSENT: DE HOFF DISQUALIFIED: NONE ve Vaus, Mayor ATTEST: Carrie Gallagher, CMC, City Clerk EXHIBIT A Resolution No. 23-058 Page 3 PURCHASE AND SALE AGREEMENT Location: 13655 Poway Road, Poway, California APNs: 317-190-21; 317-190-45 This AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into as of this day of December, 2023 (the "Effective Date"), by and between THE SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY, a public body, and the CITY of POWAY, a municipal corporation (collectively, the "Seller'), and PINNACLE REALTY OF CALIFORNIA, LLC, a California limited liability company (the "Buyer"). This Agreement constitutes an agreement by which the Seller agrees to sell to Buyer, and the Buyer agrees to purchase from the Seller, pursuant to the option set forth in Section 2.6 of that certain January 30, 2012 ground lease ("Ground Lease") between Seller and Buyer that has been exercised by Buyer, on the terms and conditions hereinafter set forth, that certain real property located in the County of San Diego, State of California, described in the "Legal Description" attached hereto as Exhibit A and shown on the "Property Map" attached hereto as Exhibit B, together with all Improvements, as hereinafter defined (collectively, the "Property"). The terms and conditions of this Agreement are as follows: 1. Property. The Property to be acquired by Buyer from Seller under this Agreement consists of two (2) parcels totaling approximately 2.67 acres, located at 13655 Poway Road, Poway, California. Seller currently owns fee title to the Property, but Buyer currently occupies the Property as a ground lessee pursuant to the Ground Lease, whereon it developed and operates a Toyota car dealership and related facilities. Buyer owns all of the Improvements on the Property, pursuant to the Ground Lease. For the purposes of this Agreement, the term "Improvements" shall mean and include all buildings, structures, improvements, pavement, areas improved with asphalt, concrete or similar materials, utilities and fixtures and equipment installed upon or located in or on the Property owned by Seller. For purposes of this Agreement, the term "Property" shall mean and include the above -referenced parcel of land, any Improvements owned by Seller, and all singular estates, rights, privileges, easements and appurtenances owned by Seller and belonging or in any way appertaining to the Property. 2. Acquisition. a. Purchase Price. The purchase price to be paid by Buyer to Seller for the Property shall be One Dollar and 00/100 ($1.00) (the "Purchase Price"). Resolution No. 23-058 Page 4 b. Purchase As -Is, Where Is. Buyer expressly acknowledges and agrees, and represents and warrants to Seller, that Buyer is purchasing the Property "AS IS, WHERE IS", and "WITH ALL FAULTS", after such inspection, analysis, examination and investigation Buyer cares to make and expressly without Seller's covenant, warranty or representation as to physical condition, title, leases, rents, revenues, income, expenses, operation, entitlements, zoning or other regulation, compliance with law, suitability for particular purposes or any other matter whatsoever. Seller has no obligation to make repairs, replacements or improvements to the Property, or to pay any fees, costs or expenses related to the Property after title passes to Buyer. Buyer acknowledges and agrees that, neither Seller nor any of Seller's agents, contractors, consultants, attorneys or representatives have made, make and specifically negate and disclaim and 'Buyer is not relying on any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property, including, but not limited to, (a) the value of the Property; (b) the income to be derived from the Property; (c) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon, including the possibilities for development of the Property; (d) the habitability, marketability, merchantability, profitability or fitness for a particular purpose of the Property; (e) the manner, quality, state of repair or lack of repair of the Property; (f) the nature, quality or condition of the Property, including without limitation, soils and geology; (g) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (h) compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including but not limited to, Title III of the Americans with Disabilities Act of 1990, California Health and Safety Code, the Federal Water Pollution Control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency regulations at 40 CFR part 261, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Resources Conservation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act and the Toxic Substance Control Act, as any of the foregoing may be amended from time to time and regulations promulgated under any of the foregoing from time to time; (i) the presence or absence of hazardous materials at, on, under, or adjacent to the Property; 0) the content, completeness or accuracy of the Due Diligence Materials or the Preliminary Report; (k) the conformity of the Property to past, current or future applicable zoning or building requirements; (1) deficiency of any drainage or undershoring; (m) that the Property may be located on or near earthquake faults; (n) the existence or non-existence of land use, zoning or building entitlements affecting the Property; (o) the land use status of the Property, including, but not limited to, general plan status, specific plan status, zoning status, subdivision status under the California Subdivision Map Act or the subdivision ordinances of the City or any other Entitlements; (p) the applicability of the Federal or California endangered species acts and the existence of any species protected thereunder; (q) any non-compliance of the Property or any improvements thereon with California Civil Code Sections 895, et seq.; or (r) any other matter. Buyer further acknowledges and agrees that, having been given the Resolution No. 23-058 Page 5 opportunity to inspect the Property and having obtained and examined such information and documentation affecting the Property as Buyer has deemed necessary or appropriate, Buyer is relying solely on its own investigations and review, and not on any information provided or to be provided by Seller. As of the date of this Agreement, Buyer acknowledges that as the party already in possession of the Property and the party that has constructed and maintained all Improvements thereon, (i) Buyer has conducted such surveys and inspections and (ii) Buyer has had adequate opportunity to make such inspection of the Property as Buyer has, in Buyer's discretion, deemed necessary or advisable as a condition precedent to Buyer's purchase of the Property and to determine the characteristics listed in this Paragraph and all other aspects of the Property. C. No Obligation to Repair. Any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property or to cure any violations of law or to comply with the requirements of any insurer. d. Buyer's Release of Seller. Buyer, from and after the Close of Escrow, hereby waives, releases, remises, acquits and forever discharges Seller, its elected officials, directors, officers, employees, agents, successors, personal representatives and assigns, and its contractors, subcontractors, engineers and consultants performing any work on or with respect to the Property (collectively, the "Seller Parties"), of and from any and all claims, actions, suits, legal or administrative orders or proceedings, demands, damages, loss, costs, liabilities, obligations and expenses, arising from or which concern or in any way relate to (i) the physical or environmental conditions of the Property, (ii) any other aspect of the Property, any design or construction defects relating to any work performed or to be performed by the Seller Parties on or about the Property, including, without limitation, any grading, construction of improvements or other activities upon the Property or any defects in the design or construction thereof, (iii) the soils condition on the Property or any subsidence, (iv) the valuation, ability to develop, salability or utility of the Property, or its suitability for any purpose whatsoever, or (v) any other conditions, actions, damage, casualty or injuries on or about the Property, whether existing or occurring prior to, at or after the Close of Escrow, including, without limitation, the matters described in Section 2(b) above. It is the intention of the parties, pursuant to this release, that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, in any way arising out of or relating to the Property, whether existing or occurring prior to, at or after the Close of Escrow, are by this release provision waived and declared null and void and of no present or future force and effect as to the parties. e. The foregoing release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release to Seller. Buyer hereby acknowledges that it has read and is familiar with the provisions of California Civil Code § 1542 ("Section 1542"), which are set forth below: Resolution No. 23-058 Page 6 "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Buyer hereby waives the provisions of Section 1542, and of any statute, principle of common law or case law which would limit the scope of the foregoing waiver and release, in connection with matters which are the subject of the foregoing waiver and release. Buyer's Initials f. No Merger. The provisions of this Paragraph 2 shall survive the transfer of title and shall not be deemed merged into any instrument or conveyance effectuating such transfer. 3. Payment of Purchase Price. Buyer shall deposit the Purchase Price with the Title Company, as defined herein, within ten (10) days of the Effective Date. 4. Transfer of Title. The "Close of Escrow" or "Closing" means the date on which the Grant Deed conveying title to the Property to Buyer is recorded. The Close of Escrow shall occur on or before February 1, 2024 (the "Closing Date"). On or prior to the Closing Date, (i) Seller shall deliver to Chicago Title Company ("Title Company"), for recording, the Grant Deed in the form attached hereto as Exhibit C ("Grant Deed"), duly executed by Seller, acknowledged and in recordable form, and (ii) Buyer will deliver the Purchase Price to Seller in accordance with Section 3 above. Upon Seller's receipt of the Purchase Price with Seller, Seller will authorize Chicago Title Company to record the Grant Deed. 5. Closing Costs. Buyer shall pay all closing costs and charges, as required by the Ground Lease, including not limited to (i) all of the city, county and/or other documentary transfer stamps, taxes and/or fees; (ii) all of Title Company's charges for the Owner's Policy which would be incurred for a standard CLTA form owner's policy; (iii) any charges for extended title coverage and any title endorsements requested by Buyer; and (iv) the cost of recording the Grant Deed. 6. Conditions to Transfer of Title. a. Conditions to Buyer's Obligations. Buyer's obligation to consummate the transaction contemplated by this Agreement and to deposit the Purchase Price with Seller is subject to the satisfaction of the following conditions for Buyer's benefit: (1) Review and Approval of Documents and Materials. Buyer hereby acknowledges that Buyer has had an opportunity to review, at Buyer's sole cost and expense, and hereby approves of, all environmental Resolution No. 23-058 Page 7 reports, groundwater and soils inspection, conditions of title, zoning, surveys, all physical inspections of the Property, and all other reports or inspections Buyer has deemed necessary or appropriate in connection with this Agreement. (2) Buyer's Title Policy. At the election of Buyer, Title Company will be prepared to issue a standard coverage CLTA policy of owner's title insurance in the amount of the Purchase Price (the "Owner's Policy"). (3) Inspections and Studies. Buyer hereby acknowledges and agrees that Buyer has approved the results of any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to the environmental condition of the Property, zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports) with respect to the Property (including all structural and mechanical systems and leased areas) elected or obtained by Buyer. b. Conditions Precedent to Seller's Obligations. Seller's obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the following conditions for Seller's benefit: (1) Buyer's Obligations. Buyer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer. (2) Buyer's Representations and Warranties. All representations and warranties made by Buyer in this Agreement shall be true and correct as of the transfer of title. 7. Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement, and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties, each of which is material and is being relied upon by Seller (the continued truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder): a. Buyer has the full right, power and authority to enter into this Agreement and the instruments referenced herein; and to consummate the transactions contemplated hereby. b. The persons executing this Agreement, the instruments referenced herein, and any other documents executed and delivered on behalf of Buyer have the full right, power and authority to do so and have been duly authorized to do so by Buyer, and no other persons are required to execute this Agreement on behalf of Buyer. Resolution No. 23-058 Page 8 C. This Agreement has been, and all documents executed by Buyer under this Agreement which are to be delivered to Seller will be, duly authorized, executed, and delivered by Buyer, and as to all documents to be executed by Buyer, will be, legal, valid, and binding obligations of Buyer, and do not and will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject. d. Buyer is currently in possession of the Property. As such, Buyer has been given a sufficient opportunity to inspect the Property, and has obtained and examined such information and documentation affecting the Property as Buyer has deemed necessary or appropriate. Buyer is relying solely on its own investigations and review, and not on any information provided or to be provided by Seller, to enter this Agreement and purchase the Property. 8. Damage or Condemnation Prior to Transfer. a. Material Damage or Destruction. In the event of material damage to or destruction of the Property prior to the transfer of title, Buyer shall accept the Property in its damaged condition, and Seller shall assign all of Seller's insurance proceeds to Buyer, if any. b. Eminent Domain. In the event that prior to the transfer of title, all or any material portion of the Property is subject to a taking or a threatened taking by a public authority, Buyer shall have the right, but not the obligation, exercisable by giving notice to Seller within fifteen (15) days after receiving knowledge of such taking, either (i) to terminate this Agreement, in which case no party shall have any further rights or obligations hereunder, or (ii) to accept the Property in its then condition and to proceed with the transfer of title without an abatement or reduction in the Purchase Price, in which case Buyer shall be entitled to receive an assignment of all of Seller's rights to any condemnation award payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent. C. Non -Material Taking or Damage. In the event that prior to the transfer of title, any non -material portion of the Property is damaged, destroyed or subject to a taking or a threatened taking by a public authority, Buyer shall accept the Property in its then condition and proceed with the transfer of title without any abatement or reduction in the Purchase Price, in which case Buyer shall be entitled to receive an assignment of all of Seller's rights to (i) any applicable insurance proceeds; and/ or (ii) any condemnation award payable by reason of such taking. In the event of any such non -material damage, destruction or taking, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent. 9. Legal Fees. In the event of any action between Buyer and Seller seeking enforcement of any of the terms and conditions to this Agreement, or otherwise in connection with the Property, the prevailing party in such action, whether by fixed Resolution No. 23-058 Page 9 judgment or settlement, shall be entitled to recover its reasonable attorneys' fees, court costs and expert witness fees. 10. Assignment. Buyer shall not be entitled to assign this Agreement without the prior written consent of the City Manager, which can be granted or withheld in Seller's sole discretion. 11. Seller Default. Seller's maximum liability in connection with a breach of this Agreement or any representation or warranty by Seller shall not exceed One Dollar ($1.00) in the aggregate for all such claims, which amount includes the costs of collection and enforcement. Buyer hereby waives any right to bring an action or claim under this Agreement or any document delivered in connection with the Closing for punitive, special, exemplary, indirect or consequential damages arising out of any default by Seller. 12. Miscellaneous. a. Survival of Covenants. The covenants, representations and warranties of both Buyer and Seller set forth in this Agreement shall survive the recordation of the Grant Deed, unless provided otherwise. b. Required Actions. The parties each agree to execute such instruments and documents and to diligently undertake such actions as may be reasonably required in order to consummate the purchase and sale herein contemplated, and shall use their best efforts to transfer title to the Property in accordance with the provisions hereof. C. Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision hereof. d. 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. e. Captions. Any captions to, or headings of, the paragraphs 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. f. No Real Estate Commissions; No Brokerage Fees; Indemnity. Buyer and Seller each represent and warrant to the other parties that neither has dealt with or engaged a broker in connection with this transaction, and agrees to indemnify and save harmless the other party from and against all claims, costs, liabilities and expense (including court costs and reasonable attorneys' fees) incurred by any other party as a result of a breach of this representation. Resolution No. 23-058 Page 10 g. No Obligations to Third Parties. Except as otherwise expressly provided herein, 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. h. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference. i. 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. j. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the principles governing conflicts of laws. k. Fees and Other Expenses. Except as otherwise provided herein, each of the parties shall pay its own fees and expenses in connection with this Agreement. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as to reasonably effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. n. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day, and including the last day, unless the last day is a holiday or Saturday or Sunday, in which case the time shall be extended to the next business day. o. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. P. Conflicts of Interest. No member, official or employee of the parties shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. Resolution No. 23-058 Page 11 q. Gender and Number. As used in this Agreement, masculine, feminine or neutral gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 13. Entire Agreement, Waivers and Amendments. a. This Agreement shall be executed in two (2) duplicate original counterparts, each of which is deemed to be an original. This Agreement and its attached Exhibits shall constitute the entire understanding and agreement of the parties. b. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all (or any part of or any interest in) the Property. This Agreement and all documents incorporated herein contain the entire understanding among the parties hereto relating to the transactions contemplated herein and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written. C. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the parties, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties to be bound thereby. d. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The signature page of this Agreement may be detached from and added to any counterpart of this Agreement identical in form. e. The Executive Director, or designee, on behalf of Buyer, and the City Manager, or designee, on behalf of Seller, are each authorized to make such non - substantive changes to this Agreement or the documents and instruments attached to this Agreement as may be necessary or appropriate to effectuate this Agreement. Resolution No. 23-058 Page 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. "SELLER" CITY OF POWAY, a municipal corporation Chris Hazeltine, City Manager SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY, a public body 91 Chris Hazeltine, Executive Director ATTEST: in Carrie Gallagher, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP 13 Alan Fenstermacher "BUYER" PINNACLE REALTY OF CALIFORNIA, LLC, a California limited liability company By: _ Name: Its: Resolution No. 23-058 Page 13 EXHIBIT A LEGAL DESCRIPTION The land is situated in the State of California, County of San Diego, City of Poway, and is described as follows. Parcel A: Parcel 2, in the City of Poway, County of San Diego, State of California, as shown at Page 15255 of Parcel Maps, filed in the office of the County Recorder of San Diego County, June 6, 1988 Parcel B: An easement for ingress and egress, over, along, and across that portion of Parcel 1 in the City of Poway, County of San Diego, State of California, as shown at Page 15255 of Parcel Maps, filed in the Office of the County Recorder of San Diego County, June 6, 1988, delineated as " mutual ingress and egress easement reserved hereon" on said Parcel Map 15255 Assessor's Parcel Numbers 317-190-21 & 317-190-45 Resolution No. 23-058 Page 14 170 EXHIBIT B PROPERTY MAP - I - i F A 4z iz4z et a '00",J] Resolution No. 23-058 Page 15 EXHIBIT C GRANT DEED [BEHIND THIS PAGE] Resolution No. 23-058 Page 16 RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO: SPACE ABOVE THIS LINE FOR RECORDER'S USE APNs: 317-90-21; 317-90-45 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY, a public body, and CITY OF POWAY, a municipal corporation, herein collectively called the "Grantor" hereby grants to PINNACLE REALTY OF CALIFORNIA, LLC, a California limited liability company, herein called the "Grantee", all of its interests in the real property described in the Legal Description attached hereto as Exhibit A, incorporated herein by this reference (the "Property"), in accordance with and subject to the covenants, conditions and restrictions set forth in this Grant Deed (this "Grant Deed"). Whenever the term "Grantee" is used in this Grant Deed, such term shall include any and all successors and assigns of the Grantee in and to the Property, or any interest therein or any portion thereof. Grantee, on behalf of itself and its successors and assigns to all or any portion of the Property, covenants and agrees as follows: Section 1. Nondiscrimination Covenants. That there shall be no discrimination against or segregation of any person, or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, nor shall Grantee, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, or any part thereof. The foregoing covenants shall run with the land. Section 2. Nondiscrimination Clauses in Agreements. Grantee agrees for itself and any successor in interest that Grantee shall refrain from restricting the rental, sale, or lease of any portion of the Property, or contracts relating to the Property, on the basis of race, color, creed, religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: i. In deeds: "The Grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, Resolution No. 23-058 Page 17 subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the Grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." ii. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." iii. In contracts relating to the sale, transfer, or leasing of the land or any interest therein: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." The foregoing nondiscrimination covenants shall remain in effect in perpetuity. IN WITNESS WHEREOF, the Grantor and the Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized this day of 12023. "GRANTOR" "GRANTEE" CITY OF POWAY, a municipal corporation : Chris Hazeltine, City Manager PINNACLE REALTY OF CALIFORNIA, LLC, a _ limited liability company Resolution No. 23-058 Page 18 SUCCESSOR AGENCY TO THE POWAY REDEVELOPMENT AGENCY, a public body No Chris Hazeltine, Executive Director ATTEST: in Carrie Gallagher, City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP in Alan Fenstermacher Name: Its: Resolution No. 23-058 Page 19 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Resolution No. 23-058 Page 20 LEGAL DESCRIPTION The land is situated in the State of California, County of San Diego, City of Poway, and is described as follows. Parcel A: Parcel 2, in the City of Poway, County of San Diego, State of California, as shown at Page 15255 of Parcel Maps, filed in the office of the County Recorder of San Diego County, June 6, 1988 Parcel B: An easement for ingress and egress, over, along, and across that portion of Parcel 1 in the City of Poway, County of San Diego, State of California, as shown at Page 15255 of Parcel Maps, filed in the Office of the County Recorder of San Diego County, June 6, 1988, delineated as " mutual ingress and egress easement reserved hereon" on said Parcel Map 15255 Assessor's Parcel Numbers 317-190-21 & 317-190-45