Page | 1
PURCHASE, SALE, AND DEVELOPMENT AGREEMENT
PELICAN COMMUNITIES, LLC
(3911 University Avenue and 3775 Fairmount Boulevard, Riverside, California, APN Nos. 213-261-029 & 214-252-019)
This Purchase, Sale, and Development Agreement (“Agreement”) is entered into this _____ day of , 2024 (“Effective Date”), by and between T he CITY OF RIVERSIDE, a California charter city and municipal corporation ( “Seller”) and PELICAN COMMUNITIES, LLC, a California limited liability company (“ Buyer”). In consideration of the mutual covenants and agreements, the parties agree to the following terms and conditions:
RECITALS
A. On October 9, 2020, the State of California adopted Assembly Bill No. 1486 (“AB 1486”), which provides the following: “The Legislature reaffirms its declaration that housing is of vital statewide importance to the health, safety, and welfare of the residents of this state and that provision of a decent home and a suitable living environment for every Californian is a priority of the highest order. The Legislature further declares that a shortage of sites available for housing for persons and families of low and moderate income is a barrier to addressing urgent statewide housing needs and that surplus government land, prior to disposition, should be made available for that purpose.” (Gov. Code s ections 54220 et seq. and also known as the “Surplus Land Act” or the “SLA”.)
B. In compliance with Section 2 of AB 1486, and pursuant to Government Code sections 54220, et seq., Seller declared certain property surplus and on August 21, 2020, Seller issued Notices of Availability of certain surplus property to the California Department of Housing and Community Development’s (“HCD”) approved List of Affordable Housing Developers. In that notice, Seller indicated neither the Seller nor the City of Riverside’s Housing Authority had any funding available to subsidize the production of affordable housing units and that the subject surplus properties were intended to be sold subject to a current fair market value appraisal. During the required 60- day period, a proposal was received from Overland P elican Riverside (an affiliate of Buyer) to purchase the property for the purposes of developing a 392- bed mixed-use student housing project and parking structure.
C. Seller submitted documentation and verbal assurances to HCD and on May 18, 2023, HCD issued a letter to Seller indicating that Seller had met all of the requirements under the SLA for the purposes of disposing of the surplus land as referenced in this Agreement.
A true and correct copy of that letter is attached as Exhibit “I” and incorporated herein by this reference. Buyer will provide 10% of the rental units to students at affordable rents as specified in the Regulatory Agreement (Exhibit “D”).
D. The City of Riverside desires to reserve sixty (60) parking stalls in the Project for public use.
Page | 4
ARTICLE II
PURCHASE PRICE, ESCROW, DEPOSIT AND BUYER’S OBLIGATION
2.1 Purchase Price. In consideration for the sale of the Property from Seller to Buyer, Buyer shall pay to Seller an amount equal to Two Hundred Dollars ($200.00) (“Purchase Price”), and record a perpetual easement in favor of Seller for sixty (60) parking stalls (“Parking Stalls”) within the parking structure to be constructed by Buyer in connection with the Project for public use twenty-four (24) hours a day, seven (7) days a week; provided, however, that Buyer shall have the right to charge the public to use such parking spaces at or above the City’s parking rates for other City parking structures before and after the adjacent Main Library ’s operating hours, as further referenced in Section 3.8.6. The Purchase Price shall be payable by Buyer to Seller in immediately availa ble funds in accordance with the provisions and requirements of this Agreement. Seller and Buyer have each independently researched and obtained opinions regarding both the cost to construct the Parking Stalls and the value of the Property and, based on such research and opinions, acknowledge and agree that the cost to construct the Parking Stalls is greater than or equal to the full fair market value of the Property.
2.2 Escrow. Within ten (10) days following the Effective Date, Seller shall open an escrow (“Escrow”) with Stewart Title of California – Inland Empire Division, 7065 Indiana Avenue, Riverside, CA 92506 (“ Escrow Holder ”), for the purpose of consummating this Agreement. The parties hereto shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder as may be required to complete this transaction. Any such instructions shall not conflict with, amend, or supersede any provision of this Agreement.
If there is any inconsistency between such instructions and this Agreement, this Agreement shall control.
2.3 Deposit. Within fifteen (15) days following the Effective Date, Buyer shall deliver a deposit in the amount of Fifty -Four Thousand Nine Hundred Dollars ($54,900.00) (“Deposit”) to the Escrow Holder which will be applied towards the Purchase Price at the Close of Escrow; subject, however, to the Seller’s right to liquidated damages as set forth in Section
7.4 and 7.4.1 in the event of Buyer’s default. After ninety (90) days following the Contingency Date, Buyer’s Deposit shall become non -refundable but shall still be applied towards the Purchase Price at the Close of Escrow. If this Agreement is terminated after Buyer’s Due Diligence Period, the Deposit shall be released to Seller unless the parties agree to further extend the Agreement. Notwit hstanding the foregoing, Ten Dollars ($10.00) of the Deposit shall be non-refundable in all circumstances, which amount Seller and Buyer have bargained for and agreed to as independent consideration for Seller’s execution of this Agreement.
2.4 Buyer’s Obligations During Escrow . Within one hundred eighty (180) days following the Effective Date, Buyer shall submit an application to the Planning Division (“Planning Division”) of the City of Riverside (“City”) Community & Economic Development Department for required development entitlements for the proposed Project. Said application shall include:
(a) If Seller deems necessary, a Tract or Parcel Map to consolidate the existing parcels for the development of the Project (“Map”);