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HomeMy WebLinkAbout97-05 RDA ResolutionRESOLUTION NO. RDA 97-05 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TFAVIECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED ALONG THE WESTSIDE OF PUJOL STREET, NORTH OF FIRST STREET(APN 922-062-017) IN THE CITY OF TEMECULA THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency does hereby find, determine and declare a. The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of Riverside County 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 has established a Low and Moderate Income Housing Fund pursuant to the provisions of Health and Safety Code Section 33433 for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City. c. The Agency proposes to purchase the property described in the attached "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located along the westside of Pujol Street, North of First Street (APN 922-062-017) in the City of Temecula ("Property") for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City as the property are zoned for multi-family residential housing and are located in an area already developed with multi-family housing. d. The acquisition of the Property for low and moderate income housing purposes is consistent with the Redevelopment Plan and with the Implementation Plan adopted by the Agency. Additionally, acquisition of the Property and the improvement and preservation of low and moderate income housing thereon will assist in the elimination of blight in the Project Area. Reaoa.rda\97-05 I e. The acquisition of the Property and the units thereon is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cal. Admin. Code 15326. Moreover, the ErR approving the Plan addressed the impacts of housing development in the area of the Property. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located along the westside of Pujol Street, North of First Street (APN 922-062-017) in the City of Temecula 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. PASSED, APPROVED AND ADOPTED by of Temecula on August 26, 1997.  evelopment Agency of the City ",~,.,~ ~ 7 t~7%even Ford, Chairperson ATTEST: City Clerk/Agency Secretary [SEAL] Resos.rda\97-05 2 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, June S. Greek, City Clerk/Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. RDA 97-05 was duly and regularly adopted by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on August 26, 1997, by the following vote, to wit: AYES: 4 AGENCY MEMBERS: Birdsall, Lindemans, Roberts, Ford NOES: 0 AGENCY MEMBERS: None AB SENT: 0 AGENCY MEMBERS: None AB STAIN: 1 AGENCY MEMBERS: Stone City Clerk/Agency Secretary Resos.rda\97-05 3 EXHIBIT "A" PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is dated and entered into as of July 8, 1997 by and between Pujol Joint Venture, composed of Robert A. McKenzie and Robert L. Thatcher, ("Seller"), and THE CITY OF TEMECULA REDEVELOPMENT AGENCY, a municipal corporation ("Buyer"), and constitutes both an agreement to purchase and sell real property between the parties and the parties' escrow instructions directed to First American Title Insurance Company (" Escrow Holder"). RECITALS A. On July 2 , 1997 the Buyer delivered Seller an offer (the "Offer") to purchase the real property interests described in Exhibit "A" attached hereto and made a part hereof (the "Property"). 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 consideration of the foregoing premises operative provisions and the Recitals which are incorporated herein by this reference, the parties hereto agree as follows: 1. Purchase and Sale. 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 hereinafter set forth. 2. Purchase Price. The purchase price for the Property to be paid by Buyer is the sum of FORTY-TWO THOUSAND, FIVE HUNDRED Dollars ($42,500.00) (the "Purchase Price"), which sum shall be paid in full in cash on the Close of Escrow together with Buyer's share of the closing COSTS. 3. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder shall order from First American Title Company ("Title Company") a title commitment for the Property, Escrow Holder shall also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder shall deliver these instruments and the title commitment to Buyer and Seller. Buyer's fee title to the Property 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 Buyer's the interest in the Property free and clear of all liens, encumbrances, restrictions, and rights-of- way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): (a) The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; and R:\HOUSING\PURCHAGR ~/19/97 dc ~ (b) Those non-monetary exceptions approved by Buyer within fifteen (15) business days after the date Buyer receives the title commitment and legible copies of all instruments noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions, Escrow shall thereupon terminate, 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. At the Close of Escrow, Buyer's fee title to the Property shall be free and clear of all monetary encumbrances. 4. Grant 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 satisfactory to Buyer and Buyefts counsel and shall be accepted by Buyer prior to recording. 5. Authorization to Record Documents and Disburse Funds. 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 clear 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 Unless otherwise 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. 6. Escrow. The parties hereby establish an escrow ("Escrow") to accommodate the transaction contemplated by this Agreement. For purposes of this Agreement, Opening 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 shall 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 and,. unless extended in writing by Seller, such escrow shall be deemed thereupon terminated and canceled. Before the Close of Escrow, all risk of loss and damage to the Property from any source whatsoever shall be solely that of Seller. 7. Escrow Charges and Prorations. Buyer shall pay for the cost of the CLTA Owner's Standard Coverage Policy of Title Insurance, 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 R:\HOUSING\PURCHAGR 8/19/97 dc 2 fees. If the Escrow shall fail to close through no fault of either party, Buyer shall pay all Escrow cancellation charges. 8. License to Enter. Seller hereby grants to Buyer and Buyer's authorized agents, contractors, consultants, assigns, 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 site assessment thereof. Buyer shall give Seller reasonable notice before going on the Property. Buyer does hereby indemnify and forever save Seller, Seller's heirs, successors and assigns, 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 inspections or non-permanent improvements involving entrance onto the Property pursuant to this Section. If Buyer fails to acquire the Property due to Buyefts default, this license shall terminate upon the termination of Buyer's right to purchase the Property. In such event, Buyer shall remove or cause to be removed all Buyer's personal property, facilities, tools and equipment from the Property. 9. Warranties and Representations 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) Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Property or alleged violation of any environmental, health or safety statutes, ordinances or regulations. Pursuant to paragraph 8 hereinabove, Buyer and/or Buyer's agents and/or employees shall have the right upon opening of escrow at Buyer's sole expense to enter upon such property and conduct whatever tests or inspections are deemed necessary by Buyer to determine whether or not any environmental hazardous waste of any kind has or nature exist upon or under such property. It is hereby expressly understood and agreed that Seller shall not be obligated or liable in any way whatsoever to Buyer or Buyer's assigns or successors in interest in regard to any such hazardous wast or environmental hazardous condition that may exist and/or be discovered by Buyer's inspection prior or subsequent to such Closing and that upon such Closing Buyer shall be deemed to have purchased such Property in an "AS IS" condition. (b) The Seller is the sole owner of the Property free and clear of all monetary liens, except for certain delinquent property tax in the approximate amount of $4,000. Escrow holder has been instructed herein to remove and pay such taxes concurrently with closing from said sale proceeds. Seller shall not further encumber such Property or allow the Property to be further encumbered prior to close of escrow. Seller makes no representation concerning the existence of any non monetary encumbrance, encroachment or easement of any kind and has no duty of and kind hereunder tbr removal thereof. It is, however, understood in this regard that Buyer shall have the right to terminate Escrow if Buyer shall disapprove for any reason of any such encumbrance. R: \ }tOUS I NG\ P[JRCHAGR 8/19/97 dc 3 (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 presently 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, liabilities, 1osses~ charges, fees, 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. (e) There are no written 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 part thereof. (f) Seller has no knowledge of any pending, threatened or potential litigation, action or proceeding against Seller or any other Party before any court or administrative tribunal which is in any way related to the Property. 10. FULL PAYMENT OF ALL OBLIGATIONS OF CITY. It is ruderstood and agreed between Seller and Buyer that the payments made to Seller as set forth in this Agreement represent an all inclusive 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 specifically includes, but is not limited to, claims for severance and other damages, attorney's fees, interest, expenses of litigation, expert's fees, precondemnation damages, inverse condemnation, owner participation rights under the Redevelopment Plan, relocation assistance and/or benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260, 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 relocation assistance rights to Seller and that the waiver of all rights by Seller herein set forth are free and voluntary. 11. Buyer's Contingencies. For the benefit of Buyer, the Closing of Escrow and the Buyer's obligation to consummate the purchase of the Property shall be contingent upon and subject to the occurrence of all of the following (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: (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. R:\HOUSING\PURCHAGR 8/19/97 dc 4 (c) Title Company's commitment to issue in favor of Buyer of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the Purchase Price showing Buyer's fee interest in the Property 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 Escrow. 12. Certification of Non-Foreign Status. Seller covenants to deliver to Escrow a certification of Non-Foreign Status in accordance 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. 13. Default. 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 tbr 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 rights and remedies at law or equity. 14. 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) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or © 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 Redevelopment Agency 43200 Business Park Drive Temecula, California 92590 Attn: Executive Director COPY TO: Richards, Watson & Gershon 333 So. Hope St., 38th Fir. Los Angeles, California 90071 Attn: Peter M. Thorson, Esq. SELLER: Pujol Joint Venture 32562 Crete Road Dana Point, California 92629 R: \ HOUSING\ PURCHAGR 8/19/97 dc [~ ESCROW HOLDER First American Title Company 3625 Fourteenth Street Riverside, CA 92502 Attn: Escrow No. 15. Broker's Commissions. Seller shall pay all claims of brokers, agents or finders, licensed or unlicensed, and all claims of real estate or other consultants which exist or may arise as a result of Seller's actions with respect to the Property. Buyer shall not be liable for any such fees 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. 16. Further Instructions. Each party agrees to execute such other and further escrow instructions as may be necessary or proper in order to consummate the transaction contemplated by this Agreement. 17. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Buyer and Seller and deposited with Escrow Holder. 18. Miscellaneous (a) Applicable Law. This Agreement shall be construed and interpreted under, and governed and enforced according to the laws of the State of California. (b) Entire At, reement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Seller on the subject matter hereof. No subsequent agreement, representation or promise made by either party 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) Successors and Assigns. 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 Essence. The parties acknowledge that time is of the essence in this Agreement, notwithstanding anything to the contrary in the Escrow company's general Escrow instructions. (e) Remedies Not Exclusive and Waivers. 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 R:\HOUSING\PURCHAGR 8/19/97 dc 6 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) Interpretation and Construction. The parties agree that each party has reviewed and revised this Agreement and have had the opportunity to have their counsel and real estate advisors review and revise this agreement and that any role of construction to the effect that ambiguities are to be resolved 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 masculine, and singular number includes the plural, and the words "person" and "party" include corporation, parmership, firm, trust, or association wherever the context so requires. 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 Manager Authority. 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. 19. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement 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. 20. Assitmment. 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 shall not relieve Buyer of any of its obligations under this Agreement. 21. Escrow Holder Need Not Be Concerned. Escrow Holder is not to be concerned with Section 8, 9, 10, and 15 hereof, and Buyer and Seller release Escrow Holder from liability or obligation as to Section 8, 9, 10, and 15 hereof. ///// IIIII R:\HOUSING\PURCHAGR 8/19/97 do 7 IN W1TNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SELLER Pujol Joint Venture By Joseph Delp By Robert L. Thatcher By Frank Mungia By John Johnson BUYER CITY C AGEN~j TEMECULA REDEVELOPM'ENT Agegey Chairperson ATTEST: By June S. Greek, City Clerk APPROVED AS TO FORM: By Pet~ M. Thorson Agency Counsel R: \HOUSING\PURCHAGR 8/26/97 dc 8 EXHIBIT "A" Legal Description of the Property · 21 ACRES M/L IN POR LOT 3 BLK 34 MB 015 9