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Home My WebLink AboutResolution No. 19-301- Approving 1st Amd to Purchase & Sale for 11022 Downey Ave, Downey Theater, LLCWHEREAS, the Community Development Commission of the City of Downey, in its capacity to function as a housing authority and as the "Housing Successor Agency" for the assets and functions of the former redevelopment operations of the Community Development Commission of the City of Downey pursuant to Health and Safety Code section 34172(a) and 34176 (the "Downey Community Development Commission — Housing Successor Agency"), is authorized to dispose of the property located at 11022 Downey Avenue (the "Subject Property"); and WHEREAS, the Housing Successor Agency has negotiated a Purchase and Sale agreement with Avenue Theater, LLC ("Buyer"), pursuant to which the Housing Successor Agency would sell the Property, located at 11022 Downey Avenue Downey, CA for a sales price of $750,000; and WHEREAS, the Housing Successor Agency has determined that approval of the Purchase and Sale Agreement and the sale transaction contemplated thereby, is in the best interest of the City and the public health, safety and welfare. WHEREAS, the Buyer has requested additional time to submit their completed building plans, due to the complex nature of the old, deteriorated, and obsolete use and design of the Subject Property. The Buyer is requesting to extend the terms of the existing Purchase and Sale Agreement until June 28, 2019. WHEREAS, as consideration to the Housing Successor Agency for entering into this First Amendment, the Buyer agrees to pay the Housing Successor Agency $20,000. The Buyer will deposit this sum into the escrow account and the $20,000 will become non-refundable if Buyer fails to close the sale and secure building permits for construction on the property by June 28, 2019. SECTION 1. The Housing Successor Agency of the City of Downey hereby (i) approves the First Amendment to the Purchase and Sale Agreement, copy of which attached hereto as Exhibit "A", and is on file with the City Clerk, (ii) if required, authorizes and directs the Executive Director to make final changes to the First Amendment to the Purchase and Sale Agreement consistent with the Housing Successor Agency's direction, and (iii) authorizes and directs the Executive Director to execute the final Purchase and Sale Agreement and any other documents and agreements necessary to complete the sale transaction contemplated by the Purchase and Sale Agreement. SECTION 2, The Housing Successor Agency hereby determines that the sale of the property at 11022 Downey Avenue qualifies for a Class 12 (15312 - Surplus Government Property Sales) CEQA Exemption. It is not located in an area of statewide, regional, or area wide significance, is not a significant value for wildlife, and the use of the property and adjacent properties has not changed since the Housing Successor Agency purchased it. RESOLUTION NO. 19-31 PAGE 2 SECTION 3. The adaptive reuse of the property will result in the elimination of blight and the market value proceeds of the sale of the Subject Property shall be deposited into the Low and Moderate Income Housing Asset Fund administered by the Community Development Commission — Housing Successor Agency pursuant to Health and Safety Code sections 34176 and 34176.1, and any other applicable law. SECTION 4. The City Clerk shall certify to the adoption of this resolution, Rl?DRIGIJEZ, Chair �IAAL`ICIA D�UART�CMiC�� Secretary I HEREBY CERTIFY that the foregoing Resolution was adopted by the Community 'Wevelopment Commission Housing Successor Agency of the City of Downey at a regular meeting held on the 26 th day of March, 2019 by the following vote, to wit: AYES: Commission Members: Ashton, Frometa, Saab, Chair Rodrigu NOES: Commission Member: None. ABSENT: Commission Member: Non- •, • omiion Member: Pacheco RESOLUTION NO. PAGE 3 RESOLUTION NO. 1 PAGE 4 FIRST O PURCHASE AND SALE AGREEMENT JOINT 'OW INSTRUCTIONS BETWEEN DOWNEY COMMUNITY DEVELOPMENTCOMMISSION- HOUSING SUCCESSOR AGENCY AND AVENUE THEATRE, A LIMITED LIABILITY COMPANY, , SUCCESSOR - INTEREST TO DOWNEY RESTAURANT, GROUP, INC. This First Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions (the "Agreement"), is entered into between the Downey Community Development Commission Housing Successor Agency (the "Seller") on the one hand, and Avenue Theatre, LLC., a Limited Liability Company, and Successor -In -Interest to Downey Restaurant Group, Inc., a California corporation ("Buyer") on the other. WHEREAS Buyer and Seller entered into that certain Purchase and Sale Agreement and • •r- • • -c .•• • • �i a - •• • er theatre situated on -r•Iroximately 10,393 square feet of .nd located at 11022• - _in the of Downey, Countyof i Angeles, State of California, commonly referred to as Assessor's Parcel Number 6254-019-904 (the "Property"), all as more fully described in the Original Agreement; and WHEREAS Section 4(b) of the Original Agreement provided for a Feasibility Period during such physical inspections and investigations of the Property as Buyer deems necessary, ending on D1 and WHEREAS the Buyer and Seller desire to extend the term of the Feasibility Period as *z.- *ther terms of - Original r Section 1. Extension ol-feasibility Period. Section 4(b) of the Original Agreement is hereby amended to read in its entirety as follows: (b) As used herein, the tenn ("Feasibility Period") shall refer to a period of time "*rACalifornia time on - 28.2019. :ma-,,Llect-hy written notice to Seller at any time prior to the expiration of the Feasibility Period, to terminate this Agreement, which election shall be in Buyer's sole and absolute discretion. If Buyer desires to terminate this Agreement pursuant to this Section 4(b) then before the expiration of the Feasibility Period (or any extension thereof), Buyer shall deliver written noticeto Seller of • • terminate (the "Buyer's 65012 00202131401461.3 71ZESOCITION NO. 9`,AGE 5 0, 1.1WAVI #81 expiration of the Feasibility Period, Buyer shall deliver written notice to Seller of right of termination pursuant to this Section 4(b) and proceed with the Closing subject to the remaining conditions set forth in this Agreement. If Buyer fails to deliver either Buyer's Notice to Terminate or Buyer's Notice to Proceed to Seller elected to proceed with this Agreement and the Closing. Section 2. Consideration. As consideration to Seller for entering into this Agreement, Buyer agrees to it Seller the sum of Twenty Thousand Dollars and No Cents ($20,000) (the "Consideration"). Buyer shall deposit into Escrow the Consideration in cash or other immediately available funds within three (3) business days of execution of this Agreement. The Consideration is non-refundable if Buyer fails to close the sale and secure building permits for construction on the Property by June 28, 2019. Section 3. Deposit of A�_Yrcerneiit Into 1"Iscrow. Upon mutual execution of this Agreement, the Agreement shall serve as further instructions to Escrow Holder for consummation of the purchase contemplated by the Original Agreement. KMILRU-OWWAIII Section 5. Counter -oarts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. IN WITNESS HEREOF, the parties hereto have executed this Agreement on this day of March 2019. 65012.00202\31401461.3 - 2 - PAGE 6 61 Downey Community Development Commission — Housing Successor Agency, a public body, corporate and politic By: Gilbert A. Livas Bv- CrPa Alicia Duarte, C I C City Clerk �- Ruben Duran, Esq. Partner, Best Best & Krieger, LLP Special Counsel to the Seller Avenue Theatre, LLC., A Limited Liability Company, and Successor -In -Interest to corporation 1.2 65012,00202131901461 3 -3 - RESOLUTION NO. 19-301 PAGE 7 6349991,14 Downey Community Development Agsiw-j' �X public body, corporate and politic 13 : Gilbert A. Livas Executive Director A TTFST.- B%,., Maria Alicia Duarte, CIVIC City Clerk APPROVED AS TO FO By: Ruben Duran, Esq. Partner, Best Best & Krieger, LLP Special Counsel to the Seller H121" Avenue Theatre, LLC., A Limited Liability Company, and Successor -In -Interest to Downey Restaurant Group, Inc., a California corporation jR "',ATC,an An,! sa President -3 -