HomeMy WebLinkAbout96-23 RDA ResolutionRESOLUTION NO. RDA 96-23
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF TEMECULA APPROVING THAT CERTAIN
AGREEMENT ENTITLED "AGREEMENT FOR
ACQUISITION OF CERTAIN REAL PROPERTIES
LOCATED AT THE SOUTHEAST CORNER OF PUJOL
STREET AND FIRST STREET IN THE CITY OF
TEMECULA (PORTION OF APN 922-100-003)."
THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES
RESOLVE AS FOLLOWS:
Section 1.
The Redevelopment Agency does hereby find, determine and declare
that:
a. The Agency is currently implementing the Redevelopment Plan for
Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors on July 12,
1988 prior to the incorporation of the City and subsequently approved and transferred to the
Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan").
b. The Agency is currently implementing the Old Town Specific Plan and the
Capital Improvement Program First Street Bridge and Road Extension Project ("Project").
c. The Agency proposes to purchase the properties described in the attached
"Agreement for Acquisition of Certain Real Properties" ("Property") for the purposes of
implementing the Capital Improvement Program First Street Bridge and Extension Program.
d. The Project has been the subject of extensive prior environmental review
as part of the Old Town Redevelopment Project EIR certified by the City Council and Agency on
June 13, 1995. This portion of the Project is exempt from further environmental review as stated
in the findings and as set forth in California Public Resources Code Section and 16 California
Code Regulation 15160.
Section 2. The Board of Directors of the Redevelopment Agency of the City
of Temecula hereby approves that certain agreement entitled "Agreement for Acquisition of
Certain Real Property located at the southeast comer of Pujol Street and First Street in the City
of Temecula ( Portion of APN 922-100-003)" and authorizes the Chairperson to execute the
Agreement in substantially the form attached hereto as Exhibit A.
Section 3. The Secretary shall certify the adoption of this Resolution.
Resos.RDA\96-23 1
PASSED, APPROVED AND ADOFrED by the Redevelopment Agency of the
City of Temecula on December 17, 1996.
Patricia H. Birdsall, Chairperson
ATTEST:
June ~Gr~k, CMC
City Clerk/Agency Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
CITY OF TEMECULA )
SS
I, June S. Greek, City Clerk/Secretary of the Redevelopment Agency of the City of
Temecula, do hereby certify that the Resolution No. RDA 96-23 was duly and regularly adopted
by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on
December 17, 1996 by the following vote, to wit:
AYES:
4 AGENCY MEMBERS: Birdsall, Ford, Roberts, Lindemans
NOES:
0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
CMC
City Clerk/Agency Secretary
Reaos.RDA\96-23 2
EXHIBIT ~'A~
Legal Description of the Property
EXHIBIT A
LEGAL DESCRIPTION
Right of Way easement
Page 1 of 2
PARCEL A
IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA, THAT PORTION OF
LOT A, AS SHOWN BY PARCEL MAP 8248, FILED IN BOOK 32, PAGES 16 THROUGH 18 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAiD COUNTY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF LOT A, AS SHOWN BY SAID PARCEL MAP
8248, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE TO THE WEST, AND
HAVING A RADIUS OF 1617.02 FEET. A RADIAL LINE TO SAID POINT BEARS NORTH 69°55'56"
EAST;
THENCE SOUTHERLY ALONG SAID CURVE AND THE EASTERLY LINE OF SAID LOT A, 6.44 FEET
THROUGH A CENTRAL ANGLE OF 0°13'42" TO THE BEGINNING OF A NON-TANGENT CURVE
CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 7039.00 FEET, A RADIAL LINE TO
SAID POINT BEARS SOUTH 45'01'41" EAST;
THENCE LEAVING SAID SOUTHEASTERLY LINE, SOUTHWESTERLY ALONG SAID NON-TANGENT
CURVE 33.17 FEET THROUGH A CENTRAL ANGLE OF 0°16'12" TO A POINT ON THE WESTERLY
LINE OF SAID LOT A, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
TO THE WEST AND HAVING A RADIUS OF 1587.02 FEET, A RADIAL ENE TO SAID POINT BEARS
NORTH 70'40'05" EAST;
THENCE NORTHERLY ALONG SAID WESTERLY LINE AND SAiD NON-TANGENT CURVE 6.09 FEET
THROUGH A CENTRAL ANGLE OF 0°13'12' TO THE NORTHWESTERLY LINE OF SAID LOT A;
THENCE ALONG SAID NORTHWESTERLY LINE NORTH 44'30'26" EAST 33.27 FEET TO THE POINT
OF BEGINNING.
CONTAINING: 189 SQUARE FEET. MORE OR LESS
PARCEL B
IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA. THAT PORTION OF
PARCEL 2 AS SHOWN BY PARCEL MAP 8248, FILED IN BOOK 32, PAGES 16 THROUGH 18 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID PARCEL 2, SAID POINT ALSO BEING
THE BEGINNING OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 1687.02 FEET,
A RADIAL LINE TO SAID POINT BEARS NORTH 68'48'26" EAST;
THENCE SOUTHERLY ALONG SAID CURVE, AND THE EASTERLY LINE OF SAID PARCEL 2, 6.64
FEET THROUGH A CENTRAL ANGLE OF 0°13'32';
THENCE LEAVING SAID EASTERLY LINE AND TRAVERSING THE INTERIOR OF SAID PARCEL 2
THE FOLLOWING TWO COURSES:
SOUTH 44°$0'26" WEST 20.08 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE
NORTHWEST AND HAVING A RADIUS OF 7039.00 FEET;
EXHIBIT A
Page 2 of 2
THENCE SOUTHWESTERLY ALONG SAID CURVE 57.09 FEET THROUGH A CENTRAL ANGLE OF
0*27'53' TO A POINT ON THE WESTERLY LINE OF SAID PARCEL 2, SAID POINT BEING THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF
1617.02 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 70°0g'3g" EAST;
THENCE NORTHERLY ALONG SAID WESTERLY LINE AN[:) SAID NON-TANGENT CURVE 6.44 FEET
THROUGH A CENTRAL ANGLE 0°13'42" TO THE NORTHWESTERLY LINE OF SAID PARCEL 2;
THENCE ALONG SAID NORTHWESTERLY LINE NORTH 44°30'26" EAST 77.14 FEET TO THE POINT
OF BEGINNING.
CONTAINING: 463 SQUARE FEET, MORE OR LESS
Basis of bearings: Field survey based on First Street west of Front Street bearing North
44°30'26" East per PM 7674 (86/50-51).
A MAP ENTITLED "EXHIBIT B" IS ATTACHED HERETO AND MADE A PART HEREOF BY THIS
REFERENCE.
.., Jack P. Norris, PE. C15446
NORRIS-REPKE, INC.
33055 Vino Way
Temecula, CA 92591
February 12, 1996
Temecula Town Association
APN 922-100-003
Order ~ 2034431
,.30'
LOT E
EXHIBIT
P.M. 8248, 32/18--18
PARCEL
Pcl A ~
LJ.J
A , PARCEL 2
1
I
'I'd !l~l
~N g2~3
C2
C3
C~
C5
~OWNER: TEMECU~ TOWN ~SOCIATION
'{ ~AWN RCN
.~R ~ ~4431
LOT D
FIRST STRE-L-L~
,S 44'30'26' W
(S 44'30'14" W)
P08 Pcl B
AREAS: PCL A -- 189 S.F. :1:(0.004 Ac) '~0,
PCL B --- 4.63 S.F. + (0.011 Ac)
( ) = Record beDring per Porcel Mop 8248
GRAPHIC SCALE
0 ~0 100
I iA.P.N. ~2-t00-003
COURSE TABLES
UNE DIRECTION
L1 N 4.4'30'26" E
1_2 S 44'30'26' W
L3 N 44-'30'26' E
DISTANCE
33.27'
20.08'
77.14'
RADIUS LENGTH DELTA
1617.02' 6.44' 00'13'42"
7039.00' 33.17' 0(716'1 2"
1587.02' 6.09' 00'13'12"
1687.02' 6.64' 0(713'32"
7039.00' 57.09' 00'27'55"
PDR. LDT A & PCL. 8
PARCEL MAP 8E48, 3E/16-18
RIVERSID~ CALIrORNXA
CITY DF TEHECULA
I
4-18-96
t' = 50
NORRXS-R~PK£ INC.
IDVG I~\P\9~O3\:OVG\Ll~.DVG
S~P--~$--9& W£~ I?: 17 ~JO~RIS-R£PKE~ INC. 714 ~?$ ~ ~. ~1
EXHIBIT C
TEMPORARY SLOPE/CONSTRUCTION EASEMENT
T.T.A Properly
Page 1 of I
PARCEL C
A STRIP OF LAND, APPROXIMATELY 40 FEET WIDE, IN THE STATE OF CALIFORNIA, COUNTY OF
RIVERSIDE, CITY OF TEMECULA, BEING THOSE PORTIONS OF LOT A AND PARCEL 2, AS SHOWN
BY PARCEL MAP 8248, FILED IN BOOK 32, PAGE~ 16 THROUGH 18 OF PARCEL MAPS. ~N THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS:
THE NORTHE. AS'i"ERLY 46'.05 FEE7 OF SAID LOT A AND SAID PARCEL
EXCEPTING PARCELS A AND B AS DESCRIBED IN 'EXHIBIT A'.
CONTAINING: 4,473 SQUARE FEET, 0.1027 ACRES, MORE OR LESS
Basis of bearings: Field survey based on First Streel west of F~on{[ Sireel bearing North
44°30'26" East per PM 7674 (86/50-51).
A MAP ENTITLED "EXHIBIT D" IS ATTACHED HERETO AND MADE A PART HEREOF BY THIS
REFERENCE
NORRI$-REPKE, INC.
33055 Vino Way
Temecula, CA 92591
920,3~1,3 t Imp ¥
$eplember 25, 1996
Temecula Town Association
APN 922-100-003
Order #. 2034431
EXHIBIT 'D'
$0°
30' ~
PCL. A..
_OT A
P.M. 824~, 32/16-18
PARCEL. 1
PARCEL 2
/ GRAPHIC SCALE
LOT D
S 44'30'26" W
AREA: PCL A - 4,473 S.F. d: (0.1027 Ac)
( iN l~.:g? )
f Prel~.ree by ~
33066 ~INO WAY
J.N ~--03 ~
OWNER: TEMECULA TOWN ASSOCIATION
DRAWN RCN
3RDCR ~ ~,034431
922-100-003
POR. LOT A & PCL. ~ D^tr e/as/~e
PARC[L MAP 8248, 32/16-18 SCALe 1'-~
RIVERSIDE, CALIFORNIA sr ~RRI~-REPKc INC.
CITY DF TEMECUL~ 19u6 D,XPX~eO2XnWGXLOS. VV6
EXHIBIT "A"
PURCHA,~E AND SALE AC.R~.~MENT
AND EqCROW 1NgTRUCTION,q
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agn~nu~nt') i~ dated and entered into a~ of September 26, 1996 by and between TEM~CULA TOWN
ASSOCIATION, a California non-profit corporation ('Seller'), and THE CITY OF TEMEC~A, a
municipal corporation ("Buyer"), and constitutes both an agreement to purchase and sell real prope~
between the parties and the parties' escrow instructions directed to First American Title Insurance
Company ("Escrow Holder").
R~..CITAI .~
A. On May 14, 1996 the Buyer delivered Seller an offer (the "Offer") to purchase
the real property inter~s~ described in Exhibit "A' attached hereto and made a part hereof (the
'Property') pursuant to Title 1, Division 7, Chapter I of the Government Code of the State of
California (Section 7260, et seq.).
B. Buyer intends to use the Property for public purposes.
C. Seller desires to sell and Buyer desires to buy, the Property on the terms and
conditions set forth herein.
NOW THEREFORE, in conside~'ation of the foregoing premises ~ve provisions and
the Recitals which nre incorporated herein by this reference, the parties hereto agree ns follows:
1. Purchn~e nnd ~nle. On the Close of Escrow (as herein defined), Seller agrees
to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller, on the terms and
conditions herein~ter set forth.
2. l~,rchn~e Price. The total purchase price for the Property to be paid by Buyer
is the ~um of Four Tbousand Five Hundred Sixty Three Dolhrs ($4,563.00) (the "Purchase Price'),
which sum shnll be paid in full in ~ on the Clo~e of Escrow. The Purchase Price cons/st~ of two
components: The first is the compensation for Parcels A and B (ns der'meal in Exhibit A)/n the sum of
One Thousand Seven Hundred and Ninety Three Dollars ($1,793.00); and the __~c_ond is the
compensation for a temporary construction and slope easement for Parcel C (as defined in Exit/bit C)
in the sum of Two Thousand Seven Hundred Seventy Dollars (2,770.00).
3. Title nnd 'l~le In~rnnce. Upon the Opening of F. scrow, Escrow Holder shall
order from First American Title Company ("TRIe Company") a rifle commitment for the Property.
Escrow Holder shall also request two copies each of all instruments identified ns exceptions on said title
commitment. Upon receipt of the foregoing, Escrow Holdex shall deliver these instrumenls and the title
commitment to Buyer and Seller. Buyer's fee title to the Pwperty shall be insured at the Close of
Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount of the Purchase
Price (the "Policy"). The Policy of title insurance provided for pursuant to this Section shall insure
R: \ 140OSI MG~ ~l.~ R(~. ??A 10/1/9~ ki.b
Buyer's fee intcretit in the Prope~ free and clear of all liens, eocumbrances, restriclions, and rights-of-
way of record, subject only to the following permitted condilions of tire ("Permitted Title Exceptions'):
(a) The applicable zoning, building and development regulations of any
municipality, county, state or federal jurisdiction affecting the Property; and
(b) Those non-moneta~ exceptions approved by Buyer within fifteen (15)
business days after the date Buyer _reckyes the title commitment and legible copies of all instruments
noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions, Escrow shall
~.reupon ~nninate, all funds deposited therein shall be refunded to Buyer (less Buyer's share of escrow
cancellation charges), and this Agreement shall be of no further force or effect. If Buyer conditionally
disapproves any such exceptions, then Seller shall use Seller's best efforts to cause such exceptions to
be removed by the Close of Escrow. If such conditionally disapproved non-monetary exceptions are
not removed by the Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject
to such encumbrances, or terminate the Escrow and receive a refund of all funds deposited into Escrow
(less Buyer's share of escrow cancellation charges), if any, and this Agreement shall thereupon be of
no further force or effect. A! the Close of Escrow, Buyer's fee title to the Property shall be free and
clear of all monetary encumbrances.
4. C. rnnt Deed, Seller covenants and agrees to deposit with Escrow Holder prior
to the Close of Escrow a Grant Deed duly executed and acknowledged by Seller, granting and conveying
to Buyer the Property. The Grant Deed shall be in a form satisfacWry to Buyer and Buyer's counsel
and shall be accepted by Buyer prior to recording.
Temporary Congers,etlon and ,q!Ql)e e. qement. Seller covenants and agrees to
deposit with Escrow Holder prior to the close of escrow temporary construction and slope easements
for properly described as Parcel C as described in Exlu~it C in a form satisfactory to Buyer and Buyer's
Counsel which easements shall be accepted by Buyer and recorded at close of escrow.
6. A-thor~mtion to Record Doc.ments nnd Dtgh.rse l~md~. EscrOw Holder is
hereby authorized to record the documents and disburse the funds and documents called for hereunder
upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
(a) Title Company can issue in favor of Buyer the Policy, showing the
Property vested in Buyer subject only to the Permitted Title Exceptions. Escrow Holder shall use the
proceeds of the Purchase Price to obtain partial reconveyance, if necessary, of any monetary liens
encumbering the Property, so that the Property shall be free and dear of monetary liens and
encumbrances at the Close of Escrow.
(b) Escrow Holder shall have received Buyer's notice of approval or
satisfaction or waiver of all of the contingencies to Buyer's obligations hereunder, as provided for in
Section 11; and
(c)
Seller shall have deposited in Escrow the Grant Deed required by
Section 4.
Unless cUJw. rwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow
any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including
the Grant Deed.
R:\NO4JSI~\BUYRO~.'H'A 10/1/94 klb
7. F_~row. The parties hereby establi~ an escrow ("Escrow") to accommodate the
transaction contemplated by this Agreement. For purposes of this Agreement, Olm~g of Escrow shall
mean the date on which Escrow Holder shall have received a fully executed original of this Agreement
from Buyer and Seller. Close of Escrow shah be the date upon which the Grant Deed to Buyer is
delivered and recorded in the Official Records of the County of Riverside. The Close of Escrow shall
be on the date which is not later than the first business day occurring sixty (60) days after the date of
this Agreement. Before the Close of Escrow, all risk of loss and damage to the Property from any
source what.soever shall be solely that of Seller. Buyer shall pay aH escrow costs.
8. F~crow Chnr~E~ ~nd Prorntlom. Buyer shall pay for the cost of the CLTA
Owner's Standard Coverage Policy of Title lnstuance, the Escrow fees and Escrow Holder's customary
out-of-pocket expenses for messenger services, long distance telephone, etc. Buyer shall pay for
recording the Grant Deed and any documentary or other local transfer taxes, and any other recording
fees. If the Escrow shall fail to close through no fault of either pony, Buyer shall pay all Escrow
cancellation charges.
9. T,icen~e to Enter. Seller hereby grants to Buyer and Buyer's authorized agents,
contractors, consultants,.a.ssigns, attorneys, accountants and other representatives an irrevocable license
to enter upon the Property for the purpose of making inspections and other examinations of the
Property, including, but not limited to, the right to perform soil and geological tests of the Property and
an environmental sit~ as.sessment thereof. Buyer shall give Seller reasonable notice before going on the
Property. Buyer does hereby indemnify and forever save SeUer, Se!ler's heirs, successors and as.signs,
and the Property, free and harmless from and against any and all liability, loss, damages and costs and
expenses, demands, causes of action, claims or judgments, whether or not arising from or occurring out
of any damage to the Property as a result of any accident or other occurrence at the Property which is
in any way connected with Buyer's in.spections or non-permanent improvemenU involving entrance onto
the Property pursuant to this Section. If Buyer fails to acquire the Property due to Buyer's default, this
license shah terminato upon the termination of Buyer's right to purchase the Property. Xn such event,
Buyer shall remove or cause to be removed all Buyer's personal property, facilities, tooh and equipment
from the Property.
I0. Wnrrnnti,~ and Representntlon~ of Seller. Seller hereby represents and
warrants to Buyer the following, it being expressly understood and agreed that all such representations
and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of
Escrow:
(a) Thnt (I) on the Close of F. scmw the Property sh~!J be free and clear of any
a!ld nil bn~'~rdou~ or toxic substances, matc~als, and waste, including, but not Um~ted to, asbestos; (il)
the Property is in compliance with all applicable statutes and regulations, including environmental,
health and safety requirements; (iii) all businesses on the Property have disposed of their waste in
accordance with all applicable statutes, ordinances, and regulations; and (iv) Seller has no notice of any
pending or threatened action or proceeding arising out of the condition of the Property or alleged
violation of environmental, health or safety statutes, ordinance or regulations To this end, it is agreed
thai notwithstanding the conveyance of the Property to Buyer, Seller shall indenmify, protect, defend
and hold harmless Buyer from and against any and all claims, liabilities, suits, losses, costs, expenses
and damages, including but not limited to attorneys' fees and costs, arising out of any claim for loss or
damage to any property, including the Property, injuries to or ,!_e~_th of persons, or for the cost of
cleaning up the Property and removing hazardous or toxic substances, materials and waste therefrom,
by reason of contamination or adverse effects on the environment, or by reason of any statutes,
ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean-up of
R: \HOUSING\BUYRCRd. TT~ 1.0/1/96 klb
the Property, caused by or resulting from any bn:,.~rdous material, substance or waste existing on, under
or about the Property on the Close of Escrow.
Co) That Seller is the sole owner of the property free and clear of all liens,
claims, encumbrances, easements, encroachments from adjaceot properlies, encroachments by
improvements or vegetation on the Property onto adjacent property, or rights of way of any nature,
other than those that may appear on the title commitment. Seller shall not further encumber the
property or nllow the property or to be further encumbered prior to the Close of Escrow.
(c) Neither this Agreement nor anything provided to be done hereunder
including the transfer of the Property to Buyer, violates or shall violate any contract, agreement or
instrument to which Seller is a party, or which affects the Property, and the sale of the Property herein
contemplated does not require the consent of any party not a signatory hereto.
(d) There are no mechanics', materialmen's or similar claims or liens presmtiy
claimed or which will be claimed against the Property for work performed or commenced prior to the
date of this Agreement. Seller agrees to hold Buyer harmless from all costs, expenses, liabilitie.~, losses,
charges, f_~_~, including attorney fees, arising from or relating to any such lien or any similar lien
claimed against the Property and arising from work performed or commenced prior to the Close of
Escrow.
(c) There arc no writien or oral leases or contractual right or option to lease,
purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any
part thereof, and no persons have any right of possession to the Property or any pan thereof.
(0 Seller has no Imowledgc of any pending, gucatened or potential Utigation,
action or proceeding against Seller or any other l~arty before any court or administrative tribunal which
is in any way related to the ProperS.
11. FUI,I. PAYM~NT OF ALI. ORI.IGATIONS OF CITY. Itis ~
and agreed between Seller and Buyer that the payments made to Seller as set forth in this Agreement
represent an all inclus/ve settlement and is full and complete payment for just compensation for the
acquisition of all property interests pertaining to the Property and includes and satisfies any and all other
payments, if any, which may be required by law to be paid to Seller arising out of the acquisition and
displacement of the Seller and persons residing on the Property, and specifu:ally includes, but is not
limited to, claims for severance and other damages, attorney's fees, interest, expenses of litigation,
experts fees, precondenmafion damages, inverse condenmation, owner participation rights under the
Redevelopment Plan, relocation as.~istance and/or benefits under the Uniform Re. location Assistance and
Real Pmpe~ Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), if applicable, or under Title
1, Division ?, Chapter I of the Government Code of the State of California (Section 72(d3, et seq.), and
loss of business goodwill under the Eminent Domain Law, Code of Civil Procedure Section 1263.510,
and all costs and expenses whatever in connection therewith. Seller hereby acknowledges that Buyer
has advised Seller of the possible availability of such reloc~tion assistance rights to Seller and that the
waiver of all rights by Seller herein set forth as free and voluntary.
12. Rqyer's C. ontl~encles. For the benefit of Buyer, the Closing of Escrow and the
Buycr's obligation to consummate the purchase of the Property shall be contingent upon and subject to
~he occurrence of all of the following (or Buyer's written waiver thereof, it being agreed thai Buyer can
waive any or all such contingencies) on or before the Close of Escrow:
R: \ HOUSING\ BUYROM. ?[~. 10/1/9~
(a) That as of the Close of Escrow the representations and warranties of Seller
contained in this Agreement are all true and correct.
(b) The delivery of all documents pursuant to Section 4 hereof.
(c) Title Company's commitment to issue in favor of Buyer of a CLTA
Standard Coverage Owner's Policy ofT'tOe Insurance with liability equal to the Purchase Price showing
Buyer's fee interest in the Propetri subject only to the Permitted Title Exceptions.
(d) Buyer's approval prior to the Close of Escrow of any environmental site
assessment, soils or geological reports, or other physical inspections of the Property or the underlying
real property that Buyer might perform prior to the Close of F..scrow.
13. Certification of Non-Foreign Stat~. Seller covenants to deliver to Escrow a
certification of Non-Foreign Status in aecordan~ with I.R.C. Section 1445, and a similar notice
pursuant to California Revenue and Taxation Code Sections 18805 and 26131, prior to the Close of
Escrow.
14. ~ In the event of a breach or default under this Agreement by either Buyer
or Seller, the non-defaulting party shall have, in addition to all rights available at law or equity, the right
to terminate this Agreement and the Escrow for the purchase and sale of the Property, by delivering
written notice thereof to the defaulting party and to Escrow Holder, and if Buyer is the non-defaulting
party, Buyer shall thereupon promptly receive a refund of all prior deposits, if any. Such termination
of the Escrow by a non-defaulting party shall be without prejudice to the non-defaulting party's fights
and remedies at hw or equity.
15. Notices. All notices and demands shall be given in writing by certified mail,
postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered
given upon the earlier of (a) persoual delivery, (b) two (2) business days following deposit in the United
States mail, postage prepaid, certified or registered, return receipt requested, or o one (1) business day
following deposit with an overnight carrier service. A copy of all notices shall be sent to Escrow
Holder. Notices shall be addressed as provided below for the respective party; provided that if any
party gives notice in writing of a change of name or address, notices to such party shall thereafter be
given as demanded in that notice:
BUYER:
City of Temecula
43200 Business Park Drive
Temecula, California 92590
Attn: City Manager
COPYTO:
Richards, Watson & Gershon
333 So. Hope St., 38th Fl.
Los Angeles, California 90071
Attn: Peter M. Thorson, Esq.
SELLER:
Temecula Town Association
Post Office Box No. 435
Temecula, C. alifomia 92589-0435
R: \ NOOSING\ B~ ROll. ~TA 10/1/gi
ESCROW
HOLDER
First American Title Company
3625 Fourteenth Street
Riverside, CA 92502
16. l~roko. r~s Commlgeion~. Seller shall pay all claims of brokers, agents or finders,
licensed or unlicensed, and all claims of real ~tate or other consultants which exist or may ~ as a
result of Seiler's actions with respect to the Property. Buyer shah not be liable for any such f~ or
claims and Seller shall indemnify Buyer, its officers, employees and agents, from any and all costs,
liabilities or judgments, including attorneys' fees, incurred in defending or paying any such claims.
17. l~,rther Instructions. Each party agrees to execute such otl~r and further escrow
insmictions as may be necessary or proper in order to consummate the tra,~tion contemplated by this
Agreement.
18. Amendments. Any amendment~ to this Agreement shall be effective only when
duly executed by Buyer and Seller and deposited with Escrow Holder.
19. ]V!i~ee!!aneo,~
(a) Applicable law. This Agreement shall be construed and interpreted
under, and governed and enforced according to the laws of the State of California.
A: ,.ment. This A reement supersedes any prior agreement. oral
or written, and together with the Exttibits hereto and any agreements delivered pursuant hereto, contains
the enth'e agreement between Buyer and Seller on the subject matter hereof. No subsequent agreement,
representation or promise made by either p0.rty hereto, or by or to any employee, officer, agent or
representative of either party, shall be of any effect unless it is in writing and executed by the party to
be bound thereby. No person is authorized to make, and by execution hereof Seller and Buyer
acknowledge that no person has made, any representation, warranty, guaranty or promise except as set
forth herein; and no agreement, statement, representation or promise made by any such person which
is not contained herein shall be valid or binding on Seller or Buyer.
(c) .~,,co~'~ors nnd A~ign~. This Agreement shall be binding upon and inure
to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto.
(d) Time of Fx~ence. The parties acknowledge that time is of the essence in
this Agreement, notwithstanding anything to the contra~ in the Escrow company'$ general Escrow
instructions.
(e) Remedi~ Not l~e!~lve nnd Wniver~. No remedy conferred by any of
the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and
every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more
remedies shall not constitute a waiver of the right to pursue other available remedies.
(f) lnteri}retntion and C. on~truetion. The pro'ties agree that each party has
reviewed and revi.~d ~ Agreement and have had the opportunity to have their counsel and real estate
advisors review and revise this agreement and that any rule of construction to the effect that ambiguities
are to be tesolved against the drafting party shall not apply in the interpretation of this Agreement or
any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and
10/1/96 klb
masculine, and singular number includes the plural, and the words 'person' and 'party' include
corporation, intore'ship, firm, trust, or association where ever the context so require.~. The recitals and
captions of the sections and subsections of this Agreement are for convenience and reference only, and
the words contained therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement.
(g) .City Mnn~ger A-thority. The City Manager is hereby directed and
authorized to execute such other documents, including without limitation, escrow instructions and
amendments thereto, certificates of acceptance, agreements for payments of lost rent, or certifications,
as may be necessary or convenient to implement the terms of this Agreement.
20. Attorne. ys' Fe,~. If either party hereto incurs attorneys' fees in order to enforce,
defend or interpret any of the t~-ms, provisions or conditions of this Agreement or because of a breach
of this Agreemen¢ by the other party, the prevailing party, whether by suit, negotiation, arbitration or
settlement shall be entitled to recover reasonable attorneys' fees from the other party.
21. A.~,nment. Buyer may assign its rights under this Agreement or may designate
a nominee to acquire title to the Property, provided, however, that any such assignment or designation
st~ not relieve Buyer of any of its obligations under this Agreement.
22. l~.,~row Holder Need Not ,e Concerned. Escrow Holder is not to be concerned
with Section 8, 9, 10, and 15 hereof, ami Buyer and Seller release Escrow Holder from liability or
obligation as to Section 8, 9, 10, and 15 hereof.
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R: \ HOO$ 114G~ BUTROH. ~I'A 10/1/9~ klb