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HomeMy WebLinkAbout98-03 RDA ResolutionRE.SOLUTION NO. RDA 98-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN ACQUISITION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND JOSEPH AND ANITA LOPEZ FOR THE ACQUISITION OF CERTAIN REAL PROPERTY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA HEREBY RESOLVES AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula does hereby find, determine and declare that: a. The Property proposed to be acquffed is described in the Acquisition Agreement attached hereto. b. The Agency assisted the owners of the Property with a loan under the First Time Home Buyers Program and is the owners now wish to sell the home to the Agency. c. Acquiring the Property will assist the Agency in preserving its security in its loan to the Property and thereby maintain the viability of the First Time Homebuyers Program d. City the Purchase Price of the amount of the primary loan on the Property does not exceed the fair market value of the Property. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves the Purchase and Sale Agreement and Escrow Instructions for the purchase of the Property and hereby authorizes the Chairperson to execute the Agreement on behalf of the City in substantially the form of the Agreement attached hereto as Exhibit A. Section 3. The Secretary shall certify the adoption of this Resolution. Resos.RDA\98-03 I PASSED, APPROVEI~ AND ADOPTEl) by the Board of Directors of the Redevelopment Agency of the City of Temecula this 10th day of February, 1998. n ATFF_.ST: · Jones, ecretary/City-~lerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting Secretary of the Redevelopment Agency of the City of Temecula, California, do hereby certify that Resolution No. 98-03 was duly and regularly adopted by the Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting thereof held on thisl0th day of February, 1998, by the following vote: AYES: 5 BOARDMEMBERS: Comerchero, Ford, Roberts, Stone, Lindemans NOES: 0 BOARDMEMBERS: None ABSENT: 0 BOARDMEMBERS: None Susa~W. Jon~s, CMC cting Sec ~f~ity Clerk Resos .RDA\98-03 2 EXttlPIT A PURCHASE AND SALE AGREEMENT ANI) ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is dated and entered into as of February 10, 1998 by and between Joseph and Anita Lopez ("Seller"), and the Redevelopment Agency of the City of Temecula, a public body corporate and politic ("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 January 28, 1998 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 the purpose of increasing and preserving the community's supply of low and moderate income housing available to at affordable housing costs pursuant to Health and Safety Code Section 33334.2 et seq. and applicable law. 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 total purchase price for the Property to be paid by Buyer shall be the actual amount due on the fin'st trust deed on the Property as of the date of closing, including principal, interest due, late charges, foreclosure costs (the "Purchase Price"), which sum shall be paid / in full in cash on the Close of Escrow. 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 or such other amount as the Buyer may designate (the "Policy"). The Policy of title insurance 980129 11087-00009 pmt 1480661 0 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 (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 / satisfiaction 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 4. 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 thirty (30) 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. Buyer shall pay all escrow costs. 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 tees. 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, 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 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 equipmen t 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) That (i) on/he 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 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 that notwithstanding the conveyance of the Property to Buyer, Seller shall indemnify, 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 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 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 understr~ 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 as 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 ca n 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. (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 tollowing 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: COPY TO: SELLER: City of Temecula 43200 Business Park Drive Temecula, California 92590 Attn: City Manager Richards, Watson & Gershon 333 So. Hope St., 38th Fl. Los Angeles, California 90071 Attn: Peter M. Thorson, Esq. Joseph and Anita Lopez ESCROW HOLDER First American Title Company 3625 Fourteenth Street Riverside, CA 92502 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 Agreement. 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 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 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, firm, trust, or association where ever the context so requires. The recitals an d 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 rea~sonable 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SELLER Joseph Lopez Anita Lopez BUYER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic Karel Lindemans Chairperson ATTEST: By Susan Jones, Acting City Clerk APPROVED AS TO FORM: By Peter M. Thorson General Counsel EXHIBIT "A" Legal Description of the Property Lot 137 BLK 23267-2 Type MB Book 237 Page 063 Lot 137 950583013