HomeMy WebLinkAbout97-08 RDA Resolution..... RF~OLUTION NO. RDA 97-08
A ~LUTION OF THE RI~EVELOPMENT AGENCY OF
THE CITY OF TEMECULA APPROVING THAT CERTAIN
AGREEMENT ENTITLED "PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR
ACQUISITION OF CERTAIN REAL PROPERTY LOCATED
ALONG THE SOUTHSIDE OF SIXTH STREET, EAST OF
PUJOL STREET, (APN 922-053-003) IN THE CITY OF
TEMECULA
THE RL~EVEIOPMENT AGENCY OF THE CITY OF TEMECULA DOES
RESOL~ 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 presenting 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 southside of Sixth Street, east of Pujol Street (APN 922-053-003), 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.
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.
Resos.RDA\97-08 I
Moreover, the EIR 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 Southside of
Sixth Street, east of Pujol Street (APN 922-053-003), 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, APPROVEr} AND ADOFrED by the Board of Directors of the
Temecula Redevelopment Agency this 25th day of November,~
~.~1 ~ktev~n Ford, Chairperson
ATrEST:
Jun~,.~. Greek, CMC./AAE ~ '- -
Agency Secretary/City Clerk
[SEAL]
Resos.RDA\97-08 2
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, June S. Greek, Secretary of the Temecula Redevelopment Agency, do hereby certify that
the foregoing RDA Resolution No.97-08 was duly and regularly adopted by the Board of Directors
of the Temecula Redevelopment Agency at a regular meeting thereof held on the 25th day of
November, 1997, by the following vote:
AYES:
4 AGENCY MEMBERS: Birdsall, Lindemans, Roberts, Ford
NOES:
0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
June S. Gr-eek,~(~MC/AAE
Agency Secretary/City Clerk
Rems.RDA\97-08 3
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is dated and entered into as of October 28, 1997 by and between Little Flower Center
Inc., ("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 September 24, 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 EIGHTY THOUSAND Dollars ($80,000.00) (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 fee 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
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(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. 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. 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 Buyer's 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 Sect ion
,
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. Before the Close of Escrow, all risk of loss and damage to the Property from any
source whatsoever shall be solely that of Seller.
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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
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 an d
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, successor s 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 Buyer's 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
waste 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. 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 for remova 1
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.
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(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,
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.
(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 understood
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.
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(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 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 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 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 (c) 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 Flr.
Los Angeles, California 90071
Attn: Peter M. Thorson, Esq.
SELLER:
Little Flower Center Inc.
1840 Gumtree Lane
Fallbrook, California 92028
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ESCROW
HOLDER
First American Title Company
3625 Fourteenth Street
Riverside, CA 92502
Attn:
Escrow No.
15. Broker's Commissions. Seller shall pay all claims ofbrokers, 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) Entir..e Agr_ eement. 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 no w
R:\HOUSING\PURCHAGR 11/18/97 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 a~d 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 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, partnership, fu'm, 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 Agreeme nt 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. Assignment. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
SELLER
Little Flower Center Inc
By
By
BUYER
CITY OF
AGENCY:
TEMECULA
REDEVELOPMENT
Steven Ford, Agency Chairperson
ATTEST:
By
June S. Greek, City Clerk
APPROVED AS TO FORM:
By
Peter M. Thorson
Agency Counsel
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EXHIBIT "A"
Legal Description of the Property
.19 ACRES M/L IN POR LOT 13 T8S R3W