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