HomeMy WebLinkAbout99-22 RDA ResolutionRESOLUTION NO. RDA 99-22
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA
APPROVING THAT CERTAIN AGREEMENT ENTITLED
"PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL
PROPERTY LOCATED AT 41735 MAIN STREET (APN 922-
034-030 AND 922-034-03'1) IN THE CITY OF TEMECULA
THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula
hereby finds, determines and declares that:
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 incorporation of the City of Temecula and
subsequently approved and transferred to the Redevelopment Agency of the City of
Temecula on April 9, 1991 (the "Plan").
b. The Agency proposes to purchase the property described in the "Purchase
and Sale Agreement and Escrow Instructions" attached hereto as Exhibit A. and located
at 41725 Main Street (APN 922-034-030 and 922-034-031) in the City of Temecula for
redevelopment purposes consistent with the Agency authority under the Plan and the
Community Redevelopment Act, Health and Safety Code Section 33000 et seq.
c. The Agreement is consistent with the Plan and with the Implementation Plan
adopted by the Agency.
d. The Agency Board has duly considered all terms and conditions of the
proposed Agreement and believes that such agreement is in the best interests of the
Agency and City and the health, safety, and welfare of its residents, and in accord with the
public purposes and provisions of applicable State and local law requirements.
e. This action is being undertaken pursuant to the Plan for which a full and
complete Environmental Impact Report was prepared and certified prior to adoption of the
Plan. Moreover the acquisition of property by itself will have no impact on the environment
as it is simply the change in ownership of the property without a change in the physical
condition of the property. None of the conditions described in 14 Cal. Admin. Code § 15162
are found to exist. Therefore, pursuant to the provisions of CEQA and, specifically, 14 Cal.
Admin. Code §§ 15162 and 15180, neither a subsequent nor a supplemental Environmental
Impact Report is required for the subject agreement.
Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula
hereby approves that certain "Purchase and Sale Agreement and Escrow Instructions" between
R:Resos RDA99-22 1
W. and Noreen E. Futcher, which Purchase Agreement is dated as of December 7, 1999. The
Chairperson of the Agency are hereby authorized and directed to execute the Agreement on behalf
of the Agency.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevelopment
Agency of the City of Temecula on December 7, 1999.
Chairperson
ATTEST:
· Jones,
ecreta\
[SEAL]
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF TEMECULA
SS
I, Susan W. Jones, Acting Secretary of the Redevelopment Agency, do hereby certify that
the foregoing Resolution No. RDA 99-22 was duly and regularly adopted by the Board of Directors
of the Temecula Redevelopment Agency at a regular meeting thereof held on the
7th day of December, 1999, by the following vote:
AYES:
4 AGENCY MEMBERS:
Comerchero, Naggar, Pratt, Roberts
NOES:
0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
usan MC/AAE
ity Clerk
R:Resos RDA99-22 2
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is dated and entered into as of December 7, 1999 by and between James W. Futcher and
Noreen E. Futcher ("Seller"), and the REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA, a public body, corporate and politic ("Agency"), 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" ). In consideration of the premises operative
provisions and the recitals set forth in this Agreement, the parties hereto agree as follows:
1. Recitals.
and purposes are true and correct:
The parties hereto represent to each other that the following facts
a. On October 11, 1999 the Agency delivered Seller an offer (the "Offer") to
purchase the real property described in Exhibit "A" attached hereto and made a part hereof(the
"Property").
b. Following delivery of the Offer Agency and Seller negotiated terms by
which the Agency would acquire the Property so as to avoid eminent domain proceedings and now
desire to set forth in this Agreement the terms and conditions of the Agency's acquisition of the
Property.
c. Agency intends to use the Property for public purposes allowed by law,
including, but not limited to, subsequent conveyance of the Property to other governmental entities for
public purposes.
2. Purchase and Sale. On the Close of Escrow (as herein defined), Seller agrees to
sell the Property to Agency, and Agency agrees to buy the Property from Seller, on the terms and
conditions hereinafter set forth.
3. Purchase Price. The purchase price for the Property to be paid by Agency is the
sum of One hundred fifteen thousand dollars ($115,000) (the "Purchase Price"), which sum shall be paid
in full in cash on the Close of Escrow together with Agency's share of the closing costs.
4. Title and Ti~e 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 Agency and Seller. Agency'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
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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
b. Those non-monetary exceptions approved by Agency within fifteen (15)
business days after the date Agency receives the title commitment and legible copies of all instruments
noted as exceptions therein. If Agency unconditionally disapproves any such exceptions, Escrow shall
thereupon terminate, all funds deposited therein shall be refunded to Agency (less Agency's share of
escrow cancellation charges), and this Agreement shall be of no further force or effect. If Agency
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, Agency may, at Agency'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 Agency's share of escrow cancellation charges), if any, and this Agreement
shall thereupon be of no further force or effect. At the Close of Escrow, Agency's fee title to the
Propetty shall be free and dear of all monetary encumbrances.
5. 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 Agency the Property. The Grant Deed shall be in a form satisfactory to Agency and
Ageney's counsel and shall be accepted by Agency prior to recording.
6. Authorization to Record Documents and Disburse Funds. a. 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:
(1) Title Company can issue in favor of Agency the Policy, showing
the Property vested in Agency 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,
(2) Escrow Holder shall have received Agency's notice of approval or
satisfaction or waiver of all of the contingencies to Agency's obligations hereunder, as provided
for in Section 12.; and
(3)
Seller shall have deposited in Escrow the Grant Deed required by
Section 5.
b. 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.
7. Escrow. The parties hereby establish an escrow ("Escrow") to accommodate the
transaction contemplated by this Agreement. For purposes of this Agreement, Opening of Escrow shah
mean the date on which Escrow Holder shall have received a fully executed original of this Agreement
from Agency and Seller. Close of Escrow shall be the date upon which the Grant Deed to Agency 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 whatsoever shall be solely that of Seller.
8. Escrow Charlies and Prorations. Agency 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. Agency shall pay for
recording the Grant Deed and any documentary or other local transfer taxes, and any other recording
fees. If the Escrow shall fall to close through no fault of either party, Agency shall pay all Escrow
cancellation charges.
9. License to Enter. Seller hereby grants to Agency and Ageney'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 pertom soil and geological tests of the Property and
an environmental site assessment thereof Agency shall give Seller reasonable notice before going on
the Property. Agency 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 troy damage to the Property as a result of any accident or other occurrence at the
Property which is in any way connected with Agency's inspections or non-permanent improvements
involving entrance onto the Property pursuant to this Section. If Agency falls to acquire the Property
due to Agency's default, this license shall terminate upon the termination of Agency's right to purchase
the Property. In such event, Agency shall remove or cause to be removed all Agency's personal
property, facilities, tools and equipment from the Property.
10. Warranties and Renresentations of Sdler. Seller hereby represents and
warrants to Agency 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. That (i) on the Close of Escrow the Property shall be free and clear of any
and all hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; (ii)
the Property is in comphanee 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
that notwithstanding the conveyance of the Property to Agency, Seller shall indemnify, protect, defend
and hold harmless Agency 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 death 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
the Property, caused by or resulting from any hazardous material, substance or waste existing on, under
or about the Property on the Close of Escrow.
b. That Seller is the sole owner of the Property free and clear of all liens,
claims, encumbrances, easements, encroachments from adjacent properties, 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 allow 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 Agency, 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 Agency harmless from all costs, expenses, liabilities,
losses, 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
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.
11. FULL PAYMENT OF ALL OBLIGATIONS OF AGENCY. It is
understood and agreed between Seller and Agency 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, preeondemnation damages, inverse condemnation, owner
participation rights under the Redevelopment Plan, relocation assistance and/or benefits under the
Uniform Relocatinn 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 Agency 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.
12. Agencv's Contingencies. a. For the benefit of Agency, the Closing of Escrow
and the Agency's obligation to consummate the purchase of the Property shall be contingent upon and
subject to the occurrence of all of the following (or Agency' s written waiver thereof, it being agreed
that Agency can waive any or all such contingencies) on or before the Close of Escrow:
(1) That as of the Close of Escrow the representations and warranties
of Seller contained in this Agreement are all true and correct.
(2) The delivery of all documents pursuant to Section 5. hereof2
(3) Title Company's commitment to issue in favor of Agency of a
CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the Purchase
Price showing Agency's fee interest in the Property subject only to the Permitted Title
Exceptions.
(4) Agency'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 Agency might perform prior to the Close of
Escrow.
(5) Close of Escrow occur on the date which is not later than the first
business day occurring sixty (60) days after the date of this Agreement.
b. In the event one or more of the contingencies occurs, the Agency shall be entitled
to terminate this Agreement without being in breach or default under the Agreement, in accordance with
the procedures set forth in Section 14 of this Agreement. Seller further agrees that in the event of the
occurrence of any such contingencies and termination of this Agreement by Agency, it will suffer no
damages resulting from the termination or Agency's enactment of the Resolution and that Agency shall
have no liability to Seller whatsoever for such actions, except for payment of its share of escrow
cancellation fees.
13. Certification of Non-Foreilln 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.
14. Default. Except as otherwise provided in this Agreement, in the event of a
breach or default under this Agreement by either Agency 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 Agency is the non-defaulting party, Agency 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.
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) personal delivery, (b) two (2) business days following deposit in the United
States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day
following deposit with an overnight earlier 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:
Agency:
Redevelopment Agency of the City of Temecula
43200 Business Park Drive
Temecula, California 92590
Attn: Executive Director
SELLER:
James W. and Noreen E. Futcher
39502 Cedar Wood
Murrieta, California 92563
ESCROW
HOLDER
First American Title Insurance Company
3625 Fourteenth Street
Riverside, CA 92502
Attn: Deborah Newton
Escrow No.
16. 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. Agency shall not be liable for any such
fees or claims and Seller shall indemnify Agency, its officers, employees and agents, ~-om any and all
costs, liabilities or judgments, including attorneys' fees, incurred in defending or paying any such claims.
17. 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.
18. Amendments. Any amendments to this Agreement shall be effective only when
duly executed by Agency and Seller and deposited with Escrow Holder.
19. Miscellaneous.
a. An~licable Law. This Agreement shall be construed and interpreted
under, and governed and enforced according to the laws of the State of California.
b. Entire A~,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 Agency 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 wrifmg and executed by the
party to be bound thereby. No person is authorized to make, and by execution hereof Seller and
Agency 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 Agency.
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 eompany'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
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 fight to pursue other available remedies.
f. Internretation 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 rule of construction to the effect that ambiguities
are to be resolved against the draedng 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, partnership, firm, trust, or association wherever the context so requires, The 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. Seller Consultations. Seller has reviewed the terms of the sale of its
property to the Agency and the effects of such sale with its legal counsel, tax consultant, and real estate
advisor. Seller warrants and represents to the Agency that except for the terms of this Agreement and
the recitals set forth herein, Seller has not relied on any statements, opinions, or other comments of the
Agency, its officers, employees, attorneys, consultants or agents and has independently reviewed and
8/3099 RDA Purdumo Agreeag~t - 7 -
verified such facts, tax consequences, and other matters as may be important to Seller in connection
with this transaction. Seller acknowledges and agrees that in the event such matters turn out differently
than Seller anticipates at this time, Seller shall assume all responsibility and liability for such matters and
shall have no recourse against the Agency for such changes.
h. Executive Director's Authority. The Executive Director 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. Attorneys' Fees. If either party hereto incurs attomeys' 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.
21. Assignment. Agency may assign its fights 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 Agency of any of its obligations under this Agreement.
22. Escrow Holder Need Not Be Concerned. Escrow Holder is not to be
concerned with Section 9, 10, 11 and 16 hereof, and Agency and Seller release Escrow Holder from
liability or obligation as to Section 9, 10, 11 and 16 hereof.
IN WITNESS WItEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
SELLER
James W. Futcher
Noreen E. Futcher
REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA, a public body, corporate and politic:
ATTEST:
Ron Roberrs
Chairperson
By
SusanJones, Agency Secretary
APPROVED AS TO FORM:
By
Peter M. Thorson
Agency Attorney