Agreement for Right of First Refusal to Purchase Property 2007-0416539
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;'-'.M:~ . RECORDED AT. REQUEST OF 111 0 0
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Recording Requested By ) i IlIillll !!IIIIII 11111111111111111111111111111111111111111111111111111
CITY OF POWAY )
f6 ) JUN 20 2007 3'41 PM
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Sf (Exempt from Recording Fees ) or-FICI.c:..L F:ECor~:[I'=,
Pursuant to Government Code ) =,.'::'~'. [Iwrin CDur'n I RECUFi[I[F:":, Cii-FlI~E
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Section 27383 ~ Benefits City) ) FEe:, II UU
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When Recorded Mail to: ) : 11I11!1I111 III!! 1111I111I1 11111 111111111111111 11111011111 1111111111111111111I1
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CITY CLERK ) 2007 -0416539
CITY OF POWAY ) - . . - - -
PO BOX 789 )
POWAY, CA 92704-0789 )
A~N No. 317-101-26
- SPACE ABOVE THIS LINE FOR RECORDER'S USE
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AGREEMENT FOR RIGHT OF FIRST
REFUSAL TO PURCHASE PROPERTY
Exempt from Recording Fees Pursuant to Government Code Section 27383 - Benefits City
By and Between
DONALD A. NUNN
("Seller")
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and
POWAY REDEVELOPMENT AGENCY
("Buyer")
( Portion of 13422 Community Road)
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AGREEMENT FOR RIGHT OF FIRST REFUSAL TO PURCHASE PROPERTY
(Portion of 13422 Community Road)
THIS AGREEMENT FOR RIGHT OF FIRST REFUSAL TO PURCHASE PROPERTY
("Agreement") is made and entered into as of the 20th dav of April, 2007 Pursuant to this
Agreement, DONALD A. NUNN ("Nunn"), grants to the POW A Y REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Agency"), a right of first refusal to purchase
that certain real property located in the City of Poway, County of San Diego, State of California,
described in Exhibit A attached hereto (the "Property"), under the terms and conditions set forth
herein.
A. The Property that is the subject of this Agreement consists of approximately 10,000
---square-feet of realcproperty, upon which Nunn is currently constructing an office
building of approximately 2,100 square feet.
B. The property located at 13422-26 Community Road was purchased by Agency in
May 2005, to facilitate development of an adjacent affordable housing site. As a
result of the Agency purchasing this property, Nunn was displaced from his former
law oftice on the site. The Agency subdivided the site for the affordable housing
project, and the remaining portion of the property (the Property) was designated as a
location for a replacement office to be built for Nunn ("New Office Building"). The
Agency subsequently transferred the property at 13422-26 Community Road to A La
Carte, Inc. ("Developer"), the developer of the housing project and new office
building.
C. The total cost of building the New Office Building is $400,000, plus the cost of
additional tenant improvements ("Upgrades") requested by Nunn, as reflected in this
Agreement. In April 2006, Agency loaned $175,000 toward the construction of the
building by the Developer The Agency disbursed, on Nunn's behalf, to the
developer, funds belonging to Nunn held in trust by the Agency, in the amount of -
$175,000 for the construction of the building. The Agency also disbursed, 6n Nunn' s
behalf, to the developcr, for construction of the building, an additional sum of
$50,000 00 The $50,000 00 was a payment for Relocation Compensation, which
was held in Trust for fund control for Nunn by Agency Nunn is paying for the
balance of the costs of construction. Nunn has also spent an additional $85,785.00 on
various tenant improvements for the officc building.
D Developer and NUlm entered into a Purchase Agreement ("Nunn-ALC Agreement"),
in which Developer agreed to convey the Property to Nunn at the time of issuance of
a Certificate of Occupancy for the New Office Building, which is expected to be
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issued in approximately April 2007 The Nunn-ALC Agreement provides a right of
first refusal to the Agency to acquire the Property for the price of $400,000, for the
first three years following conveyance of the Property to Nunn.
E. Because Agency is not a party to the Nunn-ALC Agreement, and because Agency
and Nunn wish to modify the purchase price applicaole to the Agency's right of first
refusal, the Agenq and Nunn wish to enterintb a new Agreement regarding the
tems of the Agency's right of first refusal to purchase the Property
Now, therefore, in consideration of the foregoing, the parties agree as follows:
I Incorporation by Reference of Nunn-ALe Agreement. The terms of the Nunn-
ALC Agreement, as described in Recital D above. ~]1J_,,""'''_'rn'''~ are incorporated by
reference into this Agreement, as if fully set forth herein, with the exception of the first
paragraph of Section I, related to Purchase Price, Section 15(e), and Section 18
-.- -2, - Purchase-Price.<' Subject to the terms of this Agreement, Agency'agrees to buy,
and Nunn agrees to sell, the Property for the sum of FOUR HUNDRED EIGHTY FIVE
THOUSAND SEVEN HUNDRED EIGHTY FIVE DOLLARS ($485,785) ("the Purchase
Price"). The Agency's agreement to buy the property is contingent upon the issuance of the
Certificate of Occupancy for the New Otnce Building, and the conveyance of the Property to
Nunn, as described in Recital 0
3 Right of First Refusal. Nunn hereby grants to Agency a right of first refusal to
purchase the Property for the sum equal to the Purchase Price set forth in Section 2 of this
Agreement (or the price set forth in any Amendment to this Agreement which may subsequently
be signed by both Nunn and the Agency) at any time within three (3) years of Nunn acquiring
title thereto (the "Refusal Period"). If at any time during the Refusal Period, Buyer receives an
offer to purchase the Property that is acceptable to Buyer, Buyer shall, prior to accepting the
offer, notify the Agency in writing and provide the Agency the opportunity for ten (10) working
days to notify Buyer in writing of its intent to purchase the Property from Buyer for the sum
equal to the Purchase Price, all cash, through an escrow not to exceed forty-five days from the
date of such notice, with the customary tenns for escrow and title insurance. In the event that a
certificate of occupancy is not issued for the New Office Building by July 6, 2007, the length of
the Refusal Period shall be reduced by one (1) month for each calendar month,oi"'portiofi' <
thereof, that the celtificate of occupancy is late. The Agency's Right of First Refusal expires
three years after Nunn acquires title to the property
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4 Notices. The Notices provision at Section l8,ofthe Nunn-ALC Agreement shall
be modified as follows: Notices to the Poway Redevelopment Agency shall be made to the
attention of Dena Fuentes, Redevelopment Services Director; and Notices to McDougal, Love,
Eckis, Smith, Boehmer & Foley shall be made to the attention of Lisa A. Foster, Esq.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement at San Diego
County, California as of the day and year provided above.
"BUYER" "SELLER"
POW A Y REDEVELOPMENT AGENCY, DONALD A. NUNN
a public body, corporate and politic
, -By' -- By"
Rod Gould, Executive Director ;
Date: ~""""'L. ::,_ LCJ::J( Date: } 1/ [)
A]T~D ".. , ~.1IW,;( ~
B:i:~_~9\ /) ~ Q~~ sf 9 J () 7
- ::: . Agency , Jretary
APPROVED AS TO LEGALITY AND FORM.
By' C)tW<-t Q ~
Lisa A. Foster, Agency General Counsel
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CALIFORNIA AlL.PURPOSE ACKNOWLEDGMENT
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State of California , }
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County of San Diego
On 4f23/c:J:l-_, before me, Shelley Collin" Nntilry Public
personally :~peared ~ ~~ ,'(;I' TIll' 01 0",001 f"", 'J,", Do" NolO", Pobl;,"
, Name(s) of Signer(s)
~SOnaIlY known to me
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- - - SHElLEY cOLUNS D proved to me on the basis of sati tory evidence
~@. Cammlsslon# 1446353 to be the person~hose name(s~re subscribed
i . -0 Notary PubI,IC - Call1omla ~ to the within instrument and acknowledged to me that
,,' San Diego County ~~ executed the same in ~~r
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authOrized capaClly(IGE), and that by t@~
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entity upon behalf of which the person(s}-acted,
executed the instrument.
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and could pr, vent fraudulent removal and reattachment of this form. to. another document.
Description of Attached
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o Attorney in Fact . D Attorney in Fact OF SIGNER
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o Guardian or Conservator 0 Guardian or Conservator
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Signer Is Representing: Signer Is Representing:
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11105
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
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fraudulent removal and reattachment of this form to another document. ~
Descripti~n of Attach d Document ~:
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@ 1999 National Notaty AssociatIon' 9350 Dp. Soto Ave.. P.O Box 2402' Chalsworth. CA 91313-2402 . www.nationalnolaryorgPmd.No. 5907 Reorder: Call Toll-Free 1-600-876-6827
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EXHIBIT A
(Legal Description of Property)
Assessors Parcel Number" 317-101-26
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EXHIBIT "A"
PARCEL "0" OF CERTIFICATE OF COMPLIANCE RECORDED JULY 6, 2005 AS FILE
NO 2005-0566608 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS
THAT PORTION OF LAND CONVEYED TO JEFFRIES, ET AL DOCUMENT NO 1991-
0468067, OF OFFICIAL RECORDS, RECORDED SEPTEMBER 12,1991, COUNTY OF SAN
DIEGO. STATE OF CALIFORNIA, ALSO BEING A PORTION OF THE NORTHEAST
CORNER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN,
IN THE COUNTY OF POWAY, COUNTY OF SAN DIEGO. STATE OF CALIFORNIA,
MORE P ARTICULARL Y DESCRIBED AS FOLLOWS
BEGINNING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SAID SECTION; THENCE WESTERLY ALONG THE
NORTH LINE OF SAID SOUTHEAST QUARTER NORTH 89000'02" WEST 344,90 FEET,
THENCE SOUTH 08018'07" WEST 14477 FEET THENCE SOUTH 26003'03" WEST 82.70
'-- FEET-'-THENGE-S01:FH-1-25035'34" WEST I 67.66-FEET TOA POINT ON THE-WESTERN-
PROLONGATION OF THE NORTH LINE OF LAND CONVEYED TO ERNEST H.
PEACOCK ET AL, BY DEED RECORDED SEPTEMBER 2, 1953 IN BOOK 4974. PAGE 78
OF OFFICIAL RECORDS, COUNTY OF SAN DIEGO; THENCE EASTERLY ALONG THE
PROLONGATION OF THE NORTH LINE OF SAID PEACOCK'S LAND FEET SOUTH
89000'02" EAST 2.86 FEET TO THE NORTHWEST CORNER OF SAID PEACOCK LAND;
THENCE EASTERLY ALONG THE NORTH LINE OF SAID PEACOCK LAND, NORTH
88000'02" WEST 408.44 FEET TO THE WESTERLY RIGHT OF WAY OF COMMUNITY
ROAD; THENCE NORTHERLY ALONG SAID RIGHT OF WAY NORTH 01053'32" EAST
t06.97 FEET, THENCE SOUTH 89000'02" EAST 1.00 FEET, THENCE NORTH 1053'32"
EAST 60.01 FEET, THENCE NORTH 89000'02" EAST 100 FEET TO nIE WESTERLY
RIGHT OF WAY OF COMMUNITY ROAD; THENCE NORTHERLY ALONG SAID RIGHT
OF WAY NORTH 1053'32" EAST 46.43 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 89000'21" WEST 112.09 FEET, THENCE NORTH 01053'31" EAST 104.51
FEET, THENCE SOUTH 88006'29" EAST 6.45 FEET TO THE BEGINNING OF A TANGENT
CURVE, CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 37.50 FEET,
THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 39051'23" AN ARC
DISTANCE OF 26.09 FEET, THENCE NORTH 52002'08" EAST 23.26 FEET TO A POINT
ON TI-IE SOUTHERLY RIGHT OF WAY OF HILLEARY PLACE, AS DESCRIBED IN
EASEMENT FOR RIGHT OF WAY AND INCIDENTS FOR A PUBLIC STREET
DOCUMENT 1992-0093381, OFFICIAL RECORDS., RECORDED FEBRUARY 21, 1992,-
SAID POINT IS ALSO THE BEGINNING OF A NON TANGENT CURVE CONCAVE TO
THE NORTHEAST, HAVING A RADIUS OF 75.00 FEET A RADIAL TO SAID POINT
BEARS .S 37034'04" WEST THENCE SOUTHEASTERLY ALONG THE SOUTHERLY
RIGHT OF WAY THE FOLLOWING TWO COURSES, THENCE SOUTHEASTERLY
THROUGH A CENTRAL ANGLE OF 35035'48", AN ARC DISTANCE OF 46.60 FEET,
THENCE SOUTH 46001'05" EAST 27 09 FEET, THENCE SOUTH ALONG THE WESTERLY
RIGHT OF WAY OF COMMUNITY ROAD SOUTH 01053'32" WEST 94 14 FEET TO THE
TRUE POINT OF BEGINNING.
APN 317-101-54