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HomeMy WebLinkAbout16-04 OB SARDA Resolution RESOLUTION NO. OB SARDA 16-04 A RESOLUTION OF THE OVERSIGHT BOARD TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF TEMECULA, SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, AND TOWN SQUARE MARKETPLACE OLD TOWN, LLC CONVEYING APPROXIMATELY ONE ACRE OF PROPERTY LOCATED ON MAIN STREET WEST OF MERCEDES STREET PURSUANT TO LONG RANGE PROPERTY MANAGEMENT PLAN THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals (a) This Resolution provides for the approval of the conveyance by the Successor Agency to the Temecula Redevelopment Agency ("Successor Agency') of four parcels of real property composed of approximately one acre and located at the intersection of Main Street and Mercedes Street across from City Hall (the "Property") pursuant to the Successor Agency's Long Range Property Management Plan ("LRPMP"). (b) The conveyance of the Property will be implemented pursuant to that certain agreement entitled "Disposition and Development Agreement by and among the City of Temecula, Successor Agency to the Temecula Redevelopment Agency, and Town Square Marketplace Old Town, LLC' ("Agreement'). A form of the Agreement is on file at the Office of the City Clerk/Board Secretary. (c) The LRPMP was approved by Resolution No. SARDA 14-02, adopted by the Board of Directors of the Successor Agency on February 25, 2014, and Resolution No. OB SARDA 14-02 adopted by the Oversight Board of the Successor Agency on February 26, 2014. The LRPMP was further approved by by the California Department of Finance (the "DOF") on March 12, 2014. The LMPMP provides that the Property will be transferred to the City of Temecula (the "City") and retained for future development pursuant to Health and Safety Code Section 34180. (d) The Agreement will provide for the formal conveyance of the Property from the Successor Agency to the City as provided in the LRPMP and then by the City to the developer and purchaser of the Property, Town Square Marketplace Old Town LLC, a California limited liability company ("Developer"), as further contemplated by the LRPMP. -1- 11086-0187\2019895v I.doe (e) The Agreement has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines. The Oversight Board has determined that this Agreement is not a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378, because this Agreement will not result in a direct or indirect physical change in the environment. The Agreement provides that Development of the Property will be subject to City approval of land use entitlements wherein the specific impacts of any development will be evaluated in light of the Old Town Specific Plan, applicable zoning ordinances and CEQA. (f) While it was contemplated that, in conjunction with the Successor Agency's transfer of the Property to the City, the City would make payments to affected taxing entities (the "Compensation") pursuant to compensation agreements, the DOF has pronounced that no such compensation agreement would be necessary if the Compensation is equal to the fair market value for the Property and City remits the Compensation (or causes the Compensation to be remitted) to the Riverside County Auditor-Controller (the "County Auditor-Controller") for distribution to the affected taxing entities. (g) The purchase price for the conveyance of the land to the Developer will be an amount that is not less than fair market value based upon an appraisal by a qualified appraiser. (h) The City shall remit (or cause to be remitted) to the County Auditor- Controller, either concurrently with or promptly after the closing of Property transfer pursuant to the Agreement, an amount equal to the Purchase Price, for the County Auditor-Controller to distribute to the affected taxing entities. (i) Pursuant to Health and Safety Code Sections 34179(h)(1)(E) and 34191.5(f), this Resolution will become effective upon adoption without any requirement for submission to the DOF for additional review. Section 2. Approval of Conveyance of Property and Execution of Agreement. The Oversight Board hereby approves and directs the Successor Agency's conveyance of the Property to the City pursuant to the Agreement. The Successor Agency's execution and delivery of the Agreement is hereby approved. Section 3. Other Acts. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution. Section 4. Certification. The Board Secretary shall certify the adoption of this Resolution. -2- 11086-0187\2019895v 1.doc PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency this 19th day of December, 2016. John NA y r, Vice Chairperson ATTE Ran , City Clerk/Board Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/ Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. OB SARDA 16-04 was duly and regularly adopted by the Board of Directors of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 19th day of December, 2016 by the following vote: AYES: 4 BOARD MEMBERS: Elam, Gonzalez, Kelliher, Meyer NOES: 0 BOARD MEMBERS: None ABSENT: 3 BOARD MEMBERS: Ordway-Peck, Thornhill, Turner ABSTAIN: 0 BOARD MEMBERS: None Randi Johl City Clerk/Board Secretary -3- 11086-018T2019895v l.dm DISPOSITION AND DEVELOPMENT AGREEMENT by and among the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, and the CITY OF TEMECULA, a municipal corporation and TOWN SQUARE MARKETPLACE OLD TOWN, LLC, a California limited liability company 1 1086-4)187\1877268v6.doc DISPOSITION AND DEVELOPMENT AGREEMENT THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the "Agreement') is dated as of December 13, 2016, and is entered into by and among the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), the CITY OF TEMECULA, a municipal corporation ("City') and TOWN SQUARE MARKETPLACE OLD TOWN, LLC, a California limited liability company("Developer"). City and Successor Agency shall deliver to Developer a fully executed original of this Agreement within two (2) business days after this Agreement is executed by the City and the Successor Agency. RECITALS A. City as Successor Agency owns the land described on Exhibit "A" and improvements thereon (the "Property'). B. The Property is listed in the Long Range Property Management Plan of the City as Successor Agency as a "retain for future development property that must be conveyed to the City before it can be conveyed to a developer. C. Developer desires to acquire the Property from City for the purpose of developing a commercial project with assorted shops and restaurants (the "Project'). AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows: 1. DEFINITIONS. 1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below: 1.1.1 "Agreement' means this Disposition and Development Agreement. 1.1.2 "Appraisal" and "Appraisal Update" are defined in Section 2.1. 1.1.3 "Approved Title Exceptions" is defined in Section 2.4.1. 1.1.4 "Building Permit' means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City. 1.1.5 "City' means the City of Temecula, a municipal corporation. 1.1.6 "City Manager" means the City Manager of the City (currently Aaron Adams). 1.1.7 "Close of Escrow" is defined in Section 2.3. -1- 11086-0187\1877268v6.doc 1.1.8 "Construction Contract" is defined in Section 3.3. 1.1.9 "Construction Load' is defined in Section 3.4. 1.1.10 "Default" is defined in Section 5.1. L L 1 1 "Deposit' is defined in Section 2.2. 1.1.12 "Disapproved Title Exceptions" is defined in Section 2.4.1. 1.1.13 "Escrow" is defined in Section 2.3. 1.1.14 "Escrow Holder" means Chicago Title Company at One Better World Circle, Suite 230, Temecula, CA 92590; Marie Hessom, Escrow Officer; Tom Schwiebert, Vice President: Phone (95 1) 676-3695; Fax: (95 1) 695-2339. 1.1.15 "Executive Director" means the Executive Director of the City as Successor Agency(currently Aaron Adams). 1.1.16 "FIRPTA Affidavit' is defined in Section 2.9.1.3. 1.1.17 "Force Majeure Delay" is defined in Section 5.7. 1.1.18 "General Contractor" is defined in Section 3.3. 1.1.19 "Grant Deed" is defined in Section 2.4.2. 1.1.20 "Hazardous Materials" means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Land, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. ("RCRA") The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection City as hazardous substances (40 CFR. Part 302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid -2- 1 1086-0187\1877268v6.doc containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Land, to adjacent properties, or to persons on or about the Land, (ii) which causes the Land to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Land requires investigation, reporting or remediation under any such laws or regulations. 1.1.21 "Holder" is defined in Section 4.2. 1.1.22 "Improvements" means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Land, as described in the Scope of Development. 1.1.23 "Land" means the land described on Exhibit"A" attached hereto. 1.1 24 "Party" means any party to this Agreement, and "Parties" means all parties to this Agreement. 1.1.25 "Permitted Exceptions" is defined in Section 2.4.2. 1.1.26 "Plans and Specifications" means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project. 1.1.27 "Project" means the Land and Improvements. 1.1.28 "Purchase Price" is defined in Section 2.1. 1.1.29 "Released Parties" is defined in Section 2.8.3. 1.1.30 "Schedule of Performance" means the schedule attached hereto as Exhibit "B". 1.1.31 "Title Company" shall mean the Escrow Holder (i.e., the Title Company and the Escrow Holder are the same). 1.1.32 "Transfer" is defined in Section 4.1.1. 1.1.33 "Transferee" is defined in Section 4.1.2. 1.1.34 "Withholding Affidavit' is defined in Section 2.8.1.2. 2. PURCHASE AND SALE OF THE PROPERTY; PURCHASE PRICE; DEPOSIT. 2.1 Purchase and Sale; Purchase Price. In accordance with and subject to the terms and conditions hereinafter set forth, the Successor Agency agrees to convey and sell the Land to the City, which in turn agrees to substantially concurrently convey and sell the Land to Developer, and Developer agrees to purchase the Land from the City. The purchase price for the Land to be paid by the City to the City as Successor Agency, and paid by Developer (the -3- 11086-0187\1877268v6.doc "Purchase Price") shall be the fair market value of the Land based on an appraisal ("Appraisal") (or appraisal update, hereinafter referred to as "Appraisal Update") obtained by City as Successor Agency from a reputable MAI appraiser at City as Successor Agency's cost that shall be ordered at the time City has accepted Developer's development plan submittal for the Project as complete for processing as specified in the Schedule of Performance with the intent that it be dated no earlier than six (6) months prior to the Closing Date. Notwithstanding anything to the contrary contained herein, the Close of Escrow shall not occur until such time as the Closing Conditions, as defined in Sections 2.5 and 2.6 hereof, have been satisfied or expressly waived in writing. 2.2 Deposits. Within ten (10) business days after the date this Agreement is fully executed and delivered to Developer, the Developer shall deposit the sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) with Escrow Holder (together with all interest thereon, the "Initial Deposit"). On or before the date that is ninety (90) days after the date of this Agreement, Owner shall deposit an additional FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) with Escrow Holder (together with all interest thereon, the "Subsequent Deposit"). The Initial Deposit and Subsequent Deposit are hereinafter collectively referred to as the "Deposit". The Deposit shall be held by Escrow Holder in an interest bearing account. The Deposit shall be credited to the Purchase Price at the Close of Escrow. In the event the Close of Escrow does not occur due to a default by Developer, the Deposit shall be delivered to and retained by the City as liquidated damages for such default. If this Agreement is terminated by Developer pursuant to its terms prior to the Close of Escrow, then the Deposit shall be returned to Developer. DEVELOPER AND AGENCY AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH AGENCY'S DAMAGES BY REASON OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW. ACCORDINGLY, DEVELOPER AND AGENCY AGREE THAT IN THE EVENT OF A DEFAULT BY DEVELOPER PRIOR TO THE CLOSE OF ESCROW, AGENCY SHALL BE ENTITLED TO THE DEPOSIT AS LIQUIDATED DAMAGES. Developer Initials: City Initials: 2.3 Opening and Closing of Escrow; City Manager Extension. Within three (3) business days after the date this Agreement is fully executed and delivered to Developer, the Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the initial escrow instructions for the Escrow, and shall cause an escrow (the "Escrow") to be opened with Escrow Holder for the sale of the Property by the City to Developer. The City and Developer shall provide such additional instructions as shall be necessary and consistent with this Agreement. The Close of Escrow is conditioned upon the satisfaction (or written waiver) of the conditions set forth in Sections 2.5 and 2.6. Escrow must close (the "Close of Escrow") on or before the date that is one (1) calendar year after the date of this Agreement, subject to one (1) written extension by the City Manager for up to six (6) months. If the Close of Escrow does not occur by such date (as it may have been so extended), then any party not then in default may terminate this Agreement by written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer. -4- 11086-0187\1 877268v6 doc 2.4 Condition of Title: Title Insurance. 2.4.1 Title Review; Survey. Upon City's delivery to Developer of a copy of this fully executed Agreement, City shall obtain a preliminary title report for the Property (the "PTR") from the Title Company and shall deliver it (or cause it to be delivered to) Developer at rjackson@truaxdevelopment.com which shall include hyperlinks to copies of the title exception documents. Developer shall have thirty (30) days after delivery of the PTR to Developer to review and approve or disapprove any title exceptions in the PTR, and notify City in writing of any such title exceptions to which Developer objects. Upon the execution of this Agreement, Developer shall cause an ALTA survey ("Survey") to be performed within thirty (30) days and shall promptly deliver a copy of the Survey to the City together with any objections (if any) to any title exceptions shown on the Survey. City shall have ten (10) business days after delivery by Developer to City of a written objection to a title exception to notify Developer in writing that City will: (a) remove one or more of the applicable exception(s) or cause them to be removed by the end of the Due Diligence Period (as defined in Section 2.7.2 below) or reasonably insured over by the Title Company; (b) decline to remove exceptions (or to cause them to be reasonably insured). Failure by City to so notify Developer shall be deemed to be City's election not to remove or otherwise address the applicable title exception(s). if City notifies Developer that City will remove (or cause to be removed) one or more of such title exceptions, then City shall do so on or before the Close of Escrow (unless this Agreement is terminated by Developer under this Section or Section 2.7.2 below). If City fails to so notify Developer as to any exception, or declines to remove or insure over title exceptions, then Developer may terminate this Agreement by written notice to City. If Developer fails to so terminate this Agreement, Developer shall be deemed to have approved and accepted the applicable title exceptions (which, together with any title exceptions approved or created by Developer, are hereinafter referred to as the "Approved Title Exceptions"). As used herein, the term "Disapproved Title Exceptions" shall mean any title exceptions that City has agreed to remove, cause to be removed or cause to be "insured over". 2.4.2 Permitted Exceptions. At the Close of Escrow, the Successor Agency shall convey title to the Land to the City (by a deed with a Certificate of Acceptance from City, duly executed and acknowledged), and then City shall convey title to the Land to Developer by grant deed in the form attached hereto as Exhibit "D" (the "Grant Deed"). Title to the Land shall be conveyed subject to: (i) non delinquent current real property taxes and assessments not yet due for the tax year during which the conveyance occurs, (ii) all Approved Title Exceptions, and (iii) the terms of this Disposition and Development Agreement, as referenced in the Grant Deed (collectively, the "Permitted Exceptions"). 2.5 City Conditions to Close of Escrow. The obligation of the Successor Agency and City to close Escrow shall be subject to the satisfaction (or express written waiver by the City Manager) of each of the following conditions (collectively, the"City Conditions"): 2.5.1 The Developer shall have submitted to the City Manager a description of the legal and ownership structure of the Developer and any assignee (and its organizational documents) and the Executive Director shall have approved such entity and documents. -5- 11086-0187\1877268v6 duc 2.5.2 The City Planning Commission and the City Council shall have issued their written approval of Developer's application for a development plan for the Project. The development plan shall be based on and consistent with the concept drawing attached hereto as Exhibit "C-I". 2.5.3 The Oversight Board of the Successor Agency shall have approved this Agreement. 2.6 Developer Conditions to Close of Escrow. The obligations of the Developer to close escrow shall be subject to the satisfaction (or waiver by Developer) of the following conditions (the "Developer Conditions"): 2.6.1 There shall have been no change to the physical condition of the Property and no new title exceptions after the date of the PTR that, in either case, would materially and adversely affect the development, use or operation of the Project. 2.6.2 City's removal (or Title Company's reasonably insuring over) all Disapproved Title Exceptions. 2.6.3 The representations and warranties of the City contained in this Agreement being true and correct. 2.6.4 The delivery by City of all documents and funds required to be delivered pursuant to Section 2.9 hereof. 2.6.5 The Title Company shall have committed to issue at the Close of Escrow an owner's Title Insurance Policy, with any extended coverage and endorsements requested by Developer, showing fee simple title to the Land vested in Developer (or Developer's assignee as permitted by this Agreement), subject only to the Permitted Exceptions. 2.6.6 City shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow. 2.6.7 The City Planning Commission and the City Council shall have issued to Developer their written approval of Developer's application for a development plan for the Project. 2.7 Costs; Escrow Holder Settlement Statement. 2.7.1 Developer shall be solely responsible for all costs and expenses related to the Survey, the costs of extended title insurance coverage and any title insurance endorsements (other than those obtained by City to "insure-over" a title exception), and fifty percent (50%) of the Escrow fees. The Successor Agency, or the City shall be responsible for the other fifty percent (50%) of the Escrow Fees, the costs of the standard Owner's policy of title insurance, documentary transfer taxes, and any endorsements obtained to "insure-over" title exceptions. -6- 1 1086-0187\18 77268v 6.doc 2.7.2 Escrow Holder is authorized on the Close of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval. 2.8 Condition of the Property. 2.8.1 "As-Is" Sale. Developer acknowledges and agrees that, except as expressly set forth herein, Developer is acquiring the Land in its "AS IS" condition, WITH ALL FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED and neither City nor City as Successor Agency nor any of the agents, representatives, officers, or employees of either of them have made any representations or warranties, direct or indirect, oral or written, express or implied, to Developer or any agents, representatives, or employees of Developer with respect to the condition of the Land, its fitness for any particular purpose, or its compliance with any laws, and Developer is not aware of and does not rely upon any such representation to any other party. Except as expressly set forth herein, neither City nor City as Successor Agency nor any of the representatives of either of them is making or shall be deemed to have made any express or implied representation or warranty, of any kind or nature, as to (a) the physical, legal or financial status of the Land, (b) the Land's compliance with applicable laws, (c) the accuracy or completeness of any information or data provided or to be provided, or(d) any other matter relating to the Land. 2.8.2 Delivery of Document by City: Inspections by Developer; Due Diligence Period. Within ten (10) business days after the date of this Agreement, City as Successor Agency and City shall deliver to Developer copies of all material, non-privileged documents in their possession that pertain to the Property (the "Documents"). Upon the execution of this Agreement until the date that is ninety (90) days after the date of this Agreement (the "Due Diligence Period"), Developer and its contractors and consultants who are designated in writing to City ("Developer Designee's") shall have the right to enter onto the Property (without disturbing any occupants thereof) for the purpose of performing the Survey, hazardous materials inspections, soils inspections and other physical inspections and investigations; provided, however, that: (a) Developer shall deliver copies of all inspection reports to City; (b) no inspections or investigations shall damage the Property or any improvements thereon or shall be "invasive" unless the City has received a plan describing the scope of the inspection or investigation and has approved such plan in writing, which approval shall not be unreasonably withheld; (c) Developer shall immediately repair all damage caused by or related to its inspections; and (d) neither Developer nor any of Developer's Designees shall enter the Property unless Developer has provided City reasonable written evidence (such as insurance certificates and/or copies of policies) that the activities of Developer and the Developer Designees are covered by reasonable liability insurance naming City as Successor Agency as an additional insured. Developer shall defend, indemnify and hold City as Successor Agency harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, attorneys' fees and cost) resulting from the entry onto the Property for such purposes or for purposes of performing the Survey. If Developer disapproves to any condition of the Property or any Document, then Developer may terminate -7- 1 1086-0187\1877268x6 doe this Agreement by written notice to City given on or prior to the end of the Due Diligence Period that describes the basis for the disapproval. 2.8.3 Releases and Waivers. Developer acknowledges and agrees that in the event Developer does not approve of the condition of the Property under Section 2.8.2, Developer's sole right and remedy shall be to terminate this Agreement under and in accordance with Section 2.8.2. Consequently, Developer hereby waives any and all objections to or complaints regarding the Land and its condition, including, but not limited to, federal, state or common law based actions and any private right of action under state and federal law to which the Land is or may be subject, including, but not limited to, CERCLA (as defined in Section 1.1.20), RCRA (as defined in Section 1.1.20), physical characteristics and existing conditions, including, without limitation, structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Land. Developer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Land and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigations. Developer and anyone claiming by, through or under Developer also hereby waives its right to recover from and fully and irrevocably releases Successor Agency and City and their council members, board members, employees, officers, directors, representatives, agents, servants, attorneys, successors and assigns ("Released Parties") from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (i) the condition (including any defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Land under current or future federal, state and local laws regulations or guidelines), valuation, salability or utility of the Land, or its suitability for any purpose whatsoever, and (ii) any information furnished by the Released Parties under or in connection with this Agreement. This release includes claims of which Developer is presently unaware or which Developer does not presently suspect to exist which, if known by Developer, would materially affect Developer's release to City or Successor Agency. Developer specifically waives the provision of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." In this connection and to the extent permitted by law, Developer hereby agrees, represents and warrants that Developer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, -8- 11086-0187\1877268v6 doe debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Developer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to City by Developer in exchange for City's performance hereunder. Developer hereby agrees that, if at any time after the Close of Escrow any third party or any governmental agency seeks to hold Developer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials in, on, above or beneath the Land or emanating therefrom, then Developer waives any rights it may have against Successor Agency or City in connection therewith, including, without limitation, under CERCLA (as defined in Section 1.1.19 and Developer agrees that it shall not (i) implead the City or Successor Agency, (ii) bring a contribution action or similar action against City or Successor Agency, or(iii) attempt in any way to hold them responsible with respect to any such matter. The provisions of this Section 2.8.3 shall survive the Close of Escrow. City and Successor Agency have given Developer material concessions regarding this transaction in exchange for Developer agreeing to the provisions of this Section 2.8.3. City and Developer have each initialed this Section 2.8.3 to further indicate their awareness and acceptance of each and every provision hereof. CITY'S AND SUCCESSOR DEVELOPER'S INITIALS AGENCY'S INITIALS 2.8.4 Environmental Indemnitv. From or after the Close of Escrow, Developer shall indemnify, protect, defend and hold harmless the City, the Successor Agency, and their officials, officers, attorneys, employees, consultants, agents and representatives, from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising directly or indirectly out of any claim for loss or damage to any property, including the Land, injuries to or death of persons, or for the cost of cleaning up the Land and removing Hazardous Materials 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 any Hazardous Materials caused by or resulting from any Hazardous Material, or toxic substances or waste existing on or under, any portion of the Land acquired by Developer. 2.9 Deposits into Escrow by City and City as Successor Agency. 2.9.1 The City and the Successor Agency hereby covenant and agree to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow: 2.9.1.1 A deed conveying the property from the Successor Agency to the City, duly executed and acknowledged by the Successor Agency; -9- 11086-0187\1 877268v6 doc 2.9.1.2 A Certificate of Acceptance for such deed, duly executed by City and acknowledged; 2.9.1.3 A Grant Deed and Covenants/Restrictions duly executed and acknowledged by the City, in the form attached hereto as Exhibit "D". 2.9.1.4 if required by Escrow Holder, affidavits contemplated by California Revenue and Taxation Code 590 ("Withholding Affidavit"); 2.9.1.5 if required by Escrow Holder, Certifications of Non Foreign Status in accordance with I.R.C. Section 1445 (the "FIRPTA Certificate'); 2.9.1.6 Such proof of the Successor Agency's and City's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue Developer's policy of title insurance. 2.10 Deposits into Escrow by Developer. 2.10.1 The Developer hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents duly executed and acknowledged where appropriate, the delivery of each of which shall be a condition of the Close of Escrow: 2.10.1.1 The Purchase Price less the Deposit, plus Buyer's share of closing costs, the cost of obtaining an ALTA title policy and costs of any endorsements desired by Buyer. 2.11 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: 0) The Title Company can issue in favor of Developer an owner's Policy of Title Insurance, with liability equal to the Purchase Price (or such lesser amount as shall have been requested by Developer), showing the Land. vested in Developer subject only to the Permitted Title Exceptions. (ii) The City, Successor Agency and Developer shall have deposited in Escrow the documents and funds required pursuant to Sections 2.9 and 2.10, and Developer shall have deposited in Escrow the Purchase Price. (iii) The City, Successor Agency and Developer have confirmed to Escrow Holder that all City Conditions and Developer Conditions have been satisfied or expressly waived in writing by the Party benefited thereby. 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 Developer's title insurance policy. -10- 11086-0187\1877268v6 2.12 Escrow's Closing Actions. On the Close of Escrow, Escrow Holder shall: 2.12.1 Record the deed to the City (with the Certificate of Acceptance), and then the Grant Deed to Developer in the Official Records of Riverside County; 2.12.2 Issue the Title Policy(or cause the Title Company to issue the Title Policy); 2.12.3 Prorate assessments, rents, and other charges as of the Close of Escrow in accordance with the settlement statements approved by the Parties and pay the costs shown thereon; 2.12.4 From funds deposited by Developer, pay the Purchase Price as directed by the City and Successor Agency (less costs payable by City as shown on the approved Settlement Statement), and return any excess to Developer; 2.12.5 Prepare and deliver to both Developer and the City one signed copy of Escrow Holder's settlement statement showing all receipts and disbursements of the Escrow; and 2.12.6 If applicable, deliver the FIRPTA Certificates and the Withholding Affidavits to Developer. 3. DEVELOPMENT COVENANTS. 3.1 Development of the Project. Developer shall develop and construct the Improvements on the Land in accordance with the approved Development Plan, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City in its governmental capacity), the Plans and Specifications, all applicable permits, and all other terms, conditions and requirements of this Agreement. Developer shall provide the City with written, detailed progress reports, as reasonably requested by the City, regarding the status of the construction of the Improvements. 3.2 Costs of Entitlement, Development and Construction. The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition costs and governmental permits and approvals) shall be borne by Developer. 3.3 Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Land in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards. 3.4 City and Other Governmental City Permits and Approvals. Before commencement of construction or development of any work of improvement on the Land, Developer shall (at Developer's expense) secure, or cause to be secured, any and all permits which may be required by the City or any other governmental agency having jurisdiction over such construction or development. -II- 1 1086-0187\18 772680 doc 3.5 No Discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements. 3.6 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition. 3.7 No Agency Created. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City is not an agent of Developer. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors. Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City. 3.8 Reimbursement by City for Portions of Public Improvement Costs. Within twenty (20) days after the issuance of a Certificate of Occupancy for the Project and Developer's delivery to City of reasonable evidence of the Reimbursement Costs (as hereinafter defined), City shall reimburse Developer for the costs incurred by Developer to construct the electrical infrastructure and public bathroom improvements for the City park that are described on Exhibit "C"; the construction of which is a condition of approval by City of the Project entitlements and/or permits ("Reimbursable Costs"); however, the amount of the reimbursement shall not exceed the City's share, as a so-called "taxing entity", of the proceeds of the sale of the Land to the Developer under this Agreement. 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS. 4.1 Restriction on Transfer of Developer's Rights and Obligations. Prior to issuance of a Final Certificate of Occupancy for the entire Project, Developer shall not sell, assign, transfer, mortgage, lease (except for space leases conditioned upon Project completion), hypothecate, or convey (collectively, a "Transfer") the Project or any part thereof or any of Developer's rights or obligations hereunder, or agree to do so, or transfer fifty percent (50%) or more of the ownership interests in Developer in a single transaction or series of transactions, without the City's prior written consent, which consent may be granted or withheld in the City's sole and absolute discretion, except for the execution of one or more deeds of trust and related instruments securing Developer's construction loan, a conveyance of the Land resulting from the foreclosure thereof(or a deed in lieu of such a foreclosure). Developer acknowledges that the identity of Developer is of particular concern to the City, and it is because of Developer's identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, and except for any Holder (defined in Section 4.2) that has taken possession of the Land, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement prior to the issuance of a final Certificate of Occupancy for the entire Project. Prior to the issuance of a final Certificate of Occupancy for the entire Project, no transfer or assignment of Developer's interest hereunder without the City's prior written approval shall be deemed to release Developer from the obligations of Developer hereunder. -12- 11086-0187\1877268v6Aoc 4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.2 to the contrary, Developer shall have the right to hypothecate its interest in the Land and the Project pursuant to one or more deeds of trust from an institutional lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the construction financing with permanent financing. Any institutional lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City referred to herein as a "Holder." 4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Holder. Such Holder shall have the right at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest. If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure. Such Holder shall not undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or complete the Improvements. Any Holder completing the Improvements must assume all rights and obligations of Developer under this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City. 4.4 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Land, and the Improvements thereon, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Land, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. In the event of(i) a foreclosure sale under any such mortgage. deed of trust or other lien or encumbrance, (ii) a sale pursuant to any power of sale contained in any such mortgage or deed of trust, or (iii) a deed or other conveyance in lieu of any such sale, the purchaser or purchasers and their successors and assigns, and such portions of the Land shall be, and shall continue to be, subject to all of the conditions. restrictions and covenants of all documents and instruments recorded pursuant to this Agreement, including, without limitation, the restrictions set forth in the grant deed on such property from the City to Developer. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the City Manager. 5. DEFAULT, REMEDIES AND TERMINATION. 5.1 Defaults. The occurrence of any or all of the following shall constitute a default("Default") under this Agreement: -13- 11086-0187\18772680 doc 5.1.1 Developer's failure to perform its obligations on a timely basis as contained in the Schedule of Performance (as extended pursuant to Section 5.7), or any breach of this Agreement by any Party involving the payment of money, and the continuance of such breach for a period of ten (10) days after the non defaulting Party has given written notice to the defaulting Party; 5.1.2 Except as otherwise provided in Section 5.1.1 hereof, a breach of any material term of this Agreement by any Party not involving the payment of money and failure of such Party to cure such breach within thirty(30) days after the non defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; 5.1.3 Developer's violation of Section 4.1; 5.1.4 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to cause such petition, appointment, or assignment to be removed or discharged within ninety (90) days; or 5.1.5 The failure to comply with any of the requirements of Section 6 below. 5.1.6 Remedies. In the event of a Default by any Party prior to the Close of Escrow, the nondefaulting Party shall have the right to terminate this Agreement (provided it is not in Default of its obligation under this Agreement), by delivering written notice thereof to the defaulting Party. In any event, each such Party may seek against the other defaulting Party any available remedies at law or equity, including but not limited to, the right to receive damages (excluding damages for lost profits) or to pursue an action for specific performance or injunctive relief. 5.2 No Speculation. Sections 4.1 and 5.1.3 are to be interpreted in light of the fact that the City will convey the Land to Developer for development and operation of the Project thereon and not for speculation in undeveloped land or for construction of different improvements. 5.3 No Personal Liability. No representative, agent, attorney, consultant, or employee of the City as Successor Agency or the City shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City or the City as Successor Agency, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement. 5.4 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the non-defaulting Party; provided, -14- 11086-0187\1877268v6 d oc however, that liquidated damages specified herein shall constitute the sole damages recoverable for the default giving rise to such liquidated damages. 5.5 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party's right to demand and receive the full amount due, unless such Party executes and delivers a specific accord and satisfaction agreement. 6. INSURANCE; INDEMNITY. 6.1 Insurance. 6.1.1 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) "all risk" builder's risk insurance, including coverage for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the City, and (ii) workers' compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Land by Developer, such builder's risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors', subcontractors', and construction managers' tools and equipment and property owned by contractors' and subcontractors' employees. 6.1.2 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00). 6.1.3 Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that any contractor with whom it has contracted for the performance of work on the Land or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. 6.1.4 With respect to each policy of insurance required above, Developer and each of Developer's general contractors, engineers and architects shall furnish to the City a certificate on the insurance carrier's form setting forth the general provisions of the insurance coverage promptly after written request by City showing the City and Successor Agency as additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements. 6.1.5 All such policies required by this Section shall contain (i) language to the effect that the policies cannot be cancelled or materially changed except after thirty (30) days' written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights of -15- 11086-0187\1 877268v6 doc subrogation against the City and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable. 6.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City, the Successor Agency and their agents, employees, representatives, council members, board members, consultants, and officers from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, tines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys' fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: (i) the validity of this Agreement; (ii) the development and construction by Developer of the Improvements on the Land or the use, ownership, management, occupancy, or possession of the Land during Developer's period of ownership of the Land, (iii) any breach or Default by Developer hereunder (subject to any liquidated damages provisions otherwise contained in this Agreement), or (iv) any of Developer's activities on the Land (or the activities of Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Land), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City or Successor Agency. The City may in its discretion, and at their own cost, participate in the defense of any legal action naming the City. The provisions of this Section shall survive the Close of Escrow or the termination of this Agreement. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement and as of the Close of Escrow that: (i) Developer is a limited liability company validly existing and in good standing under the laws of the State of California. (ii) Developer has duly authorized the execution and performance of this Agreement and the execution and performance of all of the closing documents set forth herein. (iii) Developer's execution and performance of this Agreement and the closing documents will not violate any provision of the Developer's operating/LLC agreement or any deed of trust, lease, contract, agreement, instrument, order,judgment or decree by which Developer is bound. -16- 11086-0187\1877268v6.doc (iv) The Developer has not engaged a broker with respect to the purchase of the Land contemplated herein. 7.2 City Representation. The City and the Successor Agency hereby represent and warrant to the Developer that they have not engaged a broker with respect to the purchase of the Land as contemplated herein. 8. GENERAL PROVISIONS. 8.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger. Notices shall be considered given upon the earlier of(a) one business day following deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (b) upon delivery or attempted delivery as shown on the return receipt if sent by certified mail. 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: The City or Successor Agency: City of Temecula 41000 Main Street Temecula, CA 92590 Attn: City Manager Developer: Marketplace Old Town LLC c/o Truax Developments 41923 Second Street Temecula, CA 92590 Attn: Bernard L. Truax, 11 8.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised 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. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. 8.3 Interpretation. 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. Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days. 8.4 Time of the Essence. Time is of the essence of this Agreement. _17_ 11086-0187\1 87 7268v6.doc 8.5 Warranty Against Payment of Consideration for Agreement. Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 8.6 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If the City is made a party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the City against, and save them harmless from, all costs, expenses (including reasonable attorneys' fees), claims, liabilities, damages and losses incurred by the City in connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City. 8.7 Entire Agreement. This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof. 8.8 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. 8.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties, and there are no third party beneficiaries of this Agreement. No other person shall have any right of action based upon any provision of this Agreement. 8.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Riverside. If any legal action is commenced by Developer against the City, or by City against Developer, service of process on the City shall be made by personal service upon the executive director or secretary of the City, or in such other manner as may be provided by law. If any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service on Charles X. Delgado, 41923 Second Street, Suite 403, Temecula, CA 92590, or in such other manner as may be provided by law. 8.11 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder(including, without limitation, the delivery and recordation of the Grant Deed) and the delivery of all consideration. -18 1 1086-0187\1 877268v6.doc 8.12 City Actions. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager (and the City as Successor Agency hereby authorizes the Executive Director) to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement (including agreeing to reasonable extension of the deadline for the Close of Escrow), on behalf of the City or City as Successor Agency, respectively, provided that the applicable approval, consent, waiver or modification is not substantial i.c., does not change the fundamental business transaction, as determined by the City Manager/Executive Director in his reasonable discretion). 8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument. 8.14 Electronic Delivery. This executed Agreement may be delivered electronically by email/PDF to luke.watson @cityoftemecula.org for the City and for the City as Successor Agency and to Jackson @truaxdevelopment.com for the Developer. IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written. DEVELOPER: CITY: TOWN SQUARE MARKETPLACE OLD CITY OF TEMECULA TOWN LLC, a California limited liability company By: By: BIIAJ, LLC, Print Name: a California limited liability company Title: Mayor Managing Member By: Bernard L. Truax 11, Manager ATTEST: Randi Johl,City Clerk APPROVED AS TO FORM: By: Bruce Galloway of Richards, Watson & Gershon, counsel to City -19- 1 1 0864)18 7:1877268v6Ad L SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Print Name: Title: -20- 11086-0187\1877268v6.doc EXHIBIT "A" LEGAL DESCRIPTION OF LAND Real property in the City of Temecula, County of Riverside, State of California, described as follows: THOSE CERTAIN PARCELS OF LAND SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING PARCELS 4, 5, 6 AND 7, OF OFFICIAL MAP, AS FILED IN BOOK 1, AT PAGES 20 THROUGH 22, INCLUSIVE, OF OFFICIAL MAPS, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF RIVERSIDE, AS FILED MAY 20, 2008, AS INSTRUMENT NO. 2008-270686 OF OFFICIAL RECORDS. A-1 1 1086-0187\1877268v6.duc EXHIBIT `B" SCHEDULE OF PERFORMANCE This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein. Action Date/Deadline 1. Openine of Escrow. The Parties shall Within three (3) business days after the execution open escrow with the Escrow Holder. and delivery of the DDA. 2. Developer Deposit. The Developer shall Within ten (10) business days after the execution deposit the Developer Deposit with and delivery of the DDA. Escrow Holder. 3. Submission of Ore Docs/Structure. Condition to Close of Escrow. Developer shall have submitted organizational documents to the city and they shall have been approved by the City Manager. 4. Submission and Approval of Condition to Close of Escrow. Development Application. Developer shall submit a complete Development Application to City for the Project, and it shall have been approved by the Planning Commission and the City Council. 5. Close of Escrow. The Developer shall No later than one (1) calendar year after date of purchase the Land from the City. this Agreement, subject to extension by the City Manager under Section 2.3. B-1 11086-0187\1877268v6 dac EXHIBIT "C" DESCRH'TION OF ELECTRICAL INFRASTRUCTURE AND PUBLIC BATHROOM IMPROVEMENTS Electrical Infrastructure: Developer to incorporate a separate 3-phase 480-volt 600 amp service to provide power to the Town Square for special events. Feeder pipe/conduit system shall be installed from the electrical service to the Town Square. Installation of a separate meter. Bathroom Improvements: Developer to construct two (2) externally accessible public restrooms. One male restroom and one female restroom. The male restroom shall include one toilet stall, one urinal and one sink. The female restroom will include two toilet stalls and one sink. A concept drawing for the project, showing the proposed 3-story building, is attached hereto as Exhibit"C-1". D-1 11086-0187\1877268v6 doc EXHIBIT "C-1" CONCEPT DRAWINGS (Attached.) D-2 11096-0187\1 8772e8ve dog - �-m � � ; _ > �.t T v _ 1 .. t D-3 11086-0187\1877268v6.dm h '§ • F . ry a r WA b 0: i EXHIBIT "D" FORM OF GRANT DEED RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO, AND MAIL TAX STATEMENTS TO: Town Square Marketplace Old Town LLC c/o Truax Developments 41923 Second Street Temecula, CA 92590 Attn; Bernard L. Truax, II APN(s): 922-360-004-6, 005-7, 006-8 and 007-9 Space above for Recorder's Use)Exempt From Recording Fee Per Government Code Section 27383 Documentary transfer tax is $ based on the full value of the property conveyed. GRANT DEED AND COVENANTSIRESTRICTIONS The undersigned grantor(s) declare(s): FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF TEMECULA "Grantor") hereby GRANTS to TOWN SQUARE MARKETPLACE OLD TOWN LLC, a California limited liability company ("Grantee") the land (the "Land") located in the City of Temecula, County of Riverside, State of California described on Exhibit "A". SUBJECT TO, all matters of record. I. This grant of the Land is subject to the terms of a Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of , 2016 (the "Agreement') the terms of which are incorporated herein by reference (and which include maintenance covenants, as well as the matters described in Section 2, 3 and 4 below). A copy of the Agreement is available for public inspection at the offices of the Grantor at 41000 Main Street, Temecula, California 92590. 2. The public bathrooms described in the Agreement (to be constructed by Grantee) shall remain open and available to the public. Grantor shall, at Grantors cost, clean the bathrooms once a day, subject to delays beyond the control of Grantor, and shall maintain and repair the inside of the bathrooms. 3. The Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the DDA, or the Land D-5 1 1086-0187\1877268v6.doc and the Improvements thereon or any part thereof, or of ownership interests in the Grantee in violation of the DDA, which contains restrictions on the assignment of the DDA, the transfer of interests in the Land, and any such sale, transfer, assignment, conveyance, lease, pledge or encumbrance that violates the DDA shall be ineffective and void. 4. Grantee agrees as follows: (a) The Grantee covenants and agrees that Grantee shall not discriminate against or segregate any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (b) Notwithstanding paragraph (a), with respect to familial status, paragraph (a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (a). (c) All deeds, leases or contracts made or entered into by the Grantee, its successors or assigns, as to any portion of the Property shall contain therein the following language: (1) In deeds: "(A) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (B) Notwithstanding paragraph (A), with respect to familial status, paragraph (I) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (A) shall be construed to affect Sections 51 2, 51.3, 51.4, 51.10, 5 1.1 I, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the D-6 1 1086-0187\1 8772680A Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (A)." (2) In leases: "(A) Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1. subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. (B) Notwithstanding paragraph (A), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (A) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (A)." (3) In contracts with respect to the sale, lease, sublease, transfer, use, or occupancy, of the Property: "(A) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. (B) Notwithstanding paragraph (A), with respect to familial status, paragraph (I) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (A) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (A)." 5. All covenants contained in this Grant Deed shall run with the land and shall be binding for the benefit of Grantor and its successors and assigns and such covenants shall run in D-7 11086-0187087726M doc favor of the Grantor and for the entire period during which the covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land adjacent to the Land or interest in such adjacent land or any other land. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies available under the Agreement or at law or in equity. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns. IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below. Dated: 201 CITY OF TEMECULA By: Print Name: Title: ATTEST: City Clerk D-8 11086-0187\18772680 doc A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. State of California ) County of Riverside ) On before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D-9 11086-0187\1877268v6.doc EXHIBIT "A"TO GRANT DEED AND COVENANTS/RESTRICTIONS Real property in the City of Temecula, County of Riverside, State of California, described as follows: THOSE CERTAIN PARCELS OF LAND SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING PARCELS 4, 5, 6 AND 7, OF OFFICIAL MAP, AS FILED IN BOOK I, AT PAGES 20 THROUGH 22, INCLUSIVE, OF OFFICIAL MAPS, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF RIVERSIDE, AS FILED MAY 20, 2008, AS INSTRUMENT NO. 2008-270686 OF OFFICIAL RECORDS. D-10 I 1 086-0187\1877268v6.doc TABLE OF CONTENTS Page I. DEFINITIONS.................................................................................................................. I 1.1 Definitions............................................................................................................. 1 2. PURCHASE AND SALE OF THE PROPERTY; PURCHASE PRICE; DEPOSIT..........................................................................................................................3 2.1 Purchase and Sale; Purchase Price........................................................................3 2.2 Deposits.................................................................................................................4 2.3 Opening and Closing of Escrow; City Manager Extension..................................4 2.4 Condition of Title; Title Insurance .......................................................................5 2.5 City Conditions to Close of Escrow......................................................................5 2.6 Developer Conditions to Close of Escrow............................................................6 2.7 Costs; Escrow Holder Settlement Statement........................................................6 2.8 Condition of the Property......................................................................................7 2.9 Deposits into Escrow by City and City as Successor Agency..............................9 2.10 Deposits into Escrow by Developer.................................................................... 10 2.11 Authorization to Record Documents and Disburse Funds.................................. 10 2.12 Escrow's Closing Act ions................................................................................... 11 3. DEVELOPMENT COVENANTS.................................................................................. 11 3.1 Development of the Project ................................................................................1 1 3.2 Costs of Entitlement, Development and Construction........................................11 3.3 Local, State and Federal Laws............................................................................ 11 3.4 City and Other Governmental City Permits and Approvals...............................1 1 3.5 No Discrimination During Const ruction.............................................................12 3.6 Taxes, Assessments, Encumbrances and Liens .................................................. 12 3.7 No Agency Created............................................................................................. 12 3.8 Reimbursement by City for Portions of Public Improvement Costs.................. 12 -i- 1 1086-0187\1877268v6.doc TABLE OF CONTENTS (cont.) Page 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS............................12 4.1 Restriction on Transfer of Developer's Rights and Obligations.........................12 4.2 Holders of Deeds of Trust................................................................................... 13 4.3 Rights of Holders................................................................................................ 13 4.4 Noninterference with Holders............................................................................. 13 5. DEFAULT, REMEDIES AND TERMINATION.......................................................... 13 5.1 Defaults............................................................................................................... 13 5.1.6 Remedies.............................................................................................................14 5.2 No Speculation.................................................................................................... 14 5.3 No Personal Liability..........................................................................................14 5.4 Rights and Remedies are Cumulative................................................................. 14 5.5 Inaction Not a Waiver of Default........................................................................15 6. INSURANCE; INDEMNITY.........................................................................................15 6.1 Insurance............................................................................................................. 15 6.2 Indemnity............................................................................................................ 16 7. REPRESENTATIONS AND WARRANTIES...............................................................16 7.1 Developer Representations ................................................................................. 16 7.2 City Representation.............................................................................................17 8. GENERAL PROVISIONS .............................................................................................17 8.1 Notices................................................................................................................ 17 8.2 Construction........................................................................................................17 8.3 Interpretation....................................................................................................... 17 8.4 Time of the Essence............................................................................................ 17 8.5 Warranty Against Payment of Consideration for Agreement.............................18 -ii- 1 1086-0187\1877268v6.due TABLE OF CONTENTS (cont.) Page 8.6 Attorneys' Fees................................................................................................... 18 8.7 Entire Agreement................................................................................................ 18 8.8 Severability......................................................................................................... 18 8.9 No Third Party Beneficiaries.............................................................................. 18 8.10 Governing Law; Jurisdiction; Service of Process............................................... 18 8.11 Survival............................................................................................................... 18 8.12 City Actions........................................................................................................ 19 8.13 Counterparts........................................................................................................ 19 8.14 Electronic Delivery............................................................................................. 19 TABLE OF EXHIBITS EXHIBIT `A" LEGAL DESCRIPTION OF LAND EXHIBIT "B" SCHEDULE OF PERFORMANCE EXHIBIT"C" ELECTRICAL INFRASTRUCTURE, PUBLIC BATHROOM IMPROVEMENTS AND SITE PLAN EXHIBIT`D" FORM OF GRANT DEED (City to Developer) i- 1 1086-01 87\1 877?68 v6.doc Successor Agency to the Temecula Redevelopment Agency Long Range Property Management Plan Approved by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency February 26, 2014 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY LONG RANGE PROPERTY MANAGEMENT PLAN INTRODUCTION On June 27, 2012, Governor Brown signed into law Assembly Bill 1484 (AB 1484), a budget trailer bill that made substantial changes to the redevelopment agency dissolution process implemented by Assembly Bill 1X 26. One of the key components of AB 1484 is the requirement that all successor agencies develop a Long Range Property Management Plan that governs the disposition and use of the former non-housing redevelopment agency properties. This document is the Long Range Property Management Plan(LRPMP)for the Successor Agency of the former Temecula Redevelopment Agency. EXECUTIVE SUMMARY The former Redevelopment Agency acquired properties in an effort to revitalize blighted portions of the City. There are seven (7) properties or parcels owned and controlled by the Successor Agency. All Successor Agency owned properties are within the Old Town District. Town Square Marketplace The former Redevelopment Agency acquired property on the north and south sides of Main Street within the Old Town District for the construction of the Town Square Park and Town Square Marketplace. The Town Square Park was completed in 2009 at which time the park property was deeded to the City of Temecula. The Agency retained ownership of the Town Square Marketplace properties and three (3)of I the sites are currently vacant with fourth parcel partially vacant with the remainder being a small free public parking lot. The Successor Agency intends to transfer these properties to the City of Temecula for the purpose of future development. The four(4)parcels that make up the site include: Address APN Lot Size n/a 922-360-004 10,890 sq.ft. n/a 922360-005 10,890 sq.ft. n/a 922-360-006 10,019 sq.ft. n/a 922-360-007 10,019 sq.ft. Children's Museum The former Redevelopment Agency acquired one(1)parcel in 2000 and renovated a blighted structure to be adaptively reused as the public Children's Museum,which is owned and run by the City of Temecula. The Children's Museum is a highly successful award winning public facility that serves a vital need within the community. The Successor Agency intends to retain this property for governmental purposes per Section 34191.5(c). This site includes the following parcel: 2 Address APN Lot Size 42081 Main Street 922-036-028 19,167 sq.ft. Southside Parking Lot The Southside Parking Lot sites were purchased from Eastern Municipal Water District (EMWD) for inclusion in a City of Temecula owned free public parking lot. The site continues to be a part of the free public parking lot. Address APN Lot Size n/a 922-073-019 5,245 sq.ft. n/a 922-073-021 2,402 sq.ft. Remainder of Report and Contact Information The remainder of this report provides detailed information on each property owned by the Successor Agency as required by Health and Safety Code Section 34191.5. Any questions or information requests related to this report should be directed to: Successor Agency to the Temecula Redevelopment Agency Community Development Department Attention:Luke Watson, Senior Planner Luke.Watson@cityoftemecula.org (951)6946415 3 w • W 4 �r i0 4 0 Town Square Marketplace iF 4 s' If 4 :t✓f \ . 4, • t "� ae P� 1 I:bWU+ 4 Address APN Acquisition Date Value at Lot Size** Purchase* n/a 922-360-004 01/05/2004 $550,000* 10,890 s .ft.** We 922-360-005 061010/1995 $259,725* 10,890 sq.ft.** &12/30/1999 We 922-360-006 09125/2005& $1,275,000* 10,019 sq.ft.** 10/25/2005 n/a 922-360-007 01/052004& $920,000* 10,019 sq.ft.' 08/192005 *Value at Purchase included portion of the parcels that have since been dedicated to the City as 5 right of way for the new configuration of Main Street "Lot Size corresponds to the current size of the four consolidated lots after right of way was dedicated to the City for the new configuration of Main Street Introduction The Town Square Marketplace site was purchased as multiple parcels. The former Redevelopment Agency consolidated those parcels into the four(4) parcels described herein. The four(4) parcels are considered as one development site because of the unique nature and location of the site, which flank the Town Square Park. All descriptions that follow refer to the "site"as inclusive of the four(4)parcels. Purpose of Acquisition The purpose of the acquisition was to remove blighted structures and then complete construction of the Town Square Park and the development of the mixed-use Town Square Marketplace. Current Zoning Old Town SP—Downtown Core. Property Type Vacant lots&small free public parking lot. Estimate of Current Property Value $1,881,810 — $4,014,528. This figure represents an estimate of$45 - $96 per square (41,818 SF) foot for all four (4) parcels. The price per square foot range in based on comparable properties within the Old Town District that are currently for sale. Proposed Sale Value While there is no proposed sale value, the estimated sale price would be closer to the $45 per square foot range, or a total of$1,881,810. This estimate is based on local market knowledge and the fact that a number of comparable vacant parcels in the Old Town area used to gauge the price per square foot range have superior locations with street frontage along the major roadway in the Old Town area. The comparable properties with superior street frontage are the properties with asking prices at the top end of the price per square foot range. Proposed Sale Date Over the next 24 months The City of Temecula anticipates beginning the recruitment of a development partner for the future redevelopment of the site. Estimate of any lease,rental, or any other revenues generated by the property,and a description of the contractual requirements for the disposition of those funds 6 Three(3)parcels are vacant. One parcel has a small free public parking lot on it, taking up a portion of the parcel. The site produces no revenue. Contractual Requirements for Use of Income/Revenue There are no contractual requirements currently in place. History of environmental contamination, including designation as a Brownfield she, any related environmental studies, and history of any remediation efforts The site is located within the Old Town Specific Plan area which is covered by a program Environmental Impact Report completed in 2010. Additionally, the parking lot parcel underwent a phase 18 limited phase II environmental site assessment of the soils. Both the phase I and phase II site assessments found no contamination on the site. Description of Properties Potential for Transit-Oriented Development The site is located in the Old Town District which is within the Old Town Specific Plan (OTSP) area. The Old Town District is an urban downtown with a mix of commercial, retail, civic, and residential uses organized on a traditional street grid pattern that prioritizes the pedestrian. The OTSP requires the development of mixed-use projects that will continue to urbanize the district. The site is located near Riverside Transit Agency bus stops, a Greyhound bus stop, and the local City run Old Town Trolley stops. In addition, the site will be a short distance from the future Transit Center to be located just north of the Old Town District. The overall potential for this site to develop as transit-oriented are inherent as transit infrastructure already surrounds the site. Description of the Planning Objectives of the Successor Agency The development of the site would advance the planning objectives of the City of Temecula the former Redevelopment Agency and the Successor Agency. The goal of the Old Town Specific Plan, General Plan and Redevelopment Plan is to promote the Old Town District as a mixed-use urban downtown. The zoning for the subject properties is Old Town Specific Plan — Downtown Core, which has always anticipated and planned for the site to be developed as a mixed-use urban development. Brief History of Development Proposals and Activity, Including Lease of the Property The site was placed on the market in early 2008 through and request for proposals (RFP) process in which the former Redevelopment Agency was seeking a qualified development partner to purchase the site and enter into a development agreement for the ultimate development of the property. Due to the financial crisis, the selected development partner could not execute a transaction and the project was put on hold. The intent of the former Agency, and now the intent of the Successor Agency and City of Temecula, is to wait until the economy improves enough to place the site back on the market through the same RFP process. Identify the use or disposition of the property,which could include 1)the retention of the property for Governmental use, 2)the retention of the property for future development, 3)the sale of the property,or d)the use of the property to full an enforcement obligation 7 The Successor Agency intends to transfer the properties to the City of Temecula. The City will retain the properties for future development per H&SC 34180(f). The Agency will work to enter into a compensation agreement with the taxing entities. 8 Children's Museum i i r .'9'Ar• i t` � 1 ` l 1 Address APN _ laklon Date Value at Purdiaa Lot Slim 42081 Main St. 922-038-028 8/2512000 $800,000 19,167 sq.ft. Temecula,CA 92590 Introduction The Children's Museum site was purchased as part of the Temecula Community Theatre development undertaken by the Redevelopment Agency and the City of Temecula. The former Redevelopment Agency purchased the Children's Museum site along will a number of other parcels for the Temecula Community Theatre, Temecula Mercantile Art Gallery and venue space and the Children's Museum. The site was always intended to be a City owned and run Children's Museum and it currently operates in that capacity. The site, in conjunction with Temecula Community Theatre and the Mercantile, is part of a larger cluster of City owned and run Civic developments and uses located within the Old Town District. The Children's Museum is an award winning facility gamenng national recognition. The facility has become an institution within the community hosting thousands of children from the City of Temecula and the region. 9 Purpose of Acquisition The purpose of acquisition was to renovate a blighted structure to be owned and operated by the City of Temecula as the Children's Museum. Current Zoning Old Town SP—Civic Property Type Developed parcel. Children's Museum -Civic use. Estimate of Current Property Value $800,000. This figure represents the cost of the site at the time the former Redevelopment Agency purchased the property. Proposed Sale Value There is no proposed sale value Proposed Sale Date No sale date proposed. Estimate of any lease, rental,or any other revenues generated by the property, and a description of the contractual requirements for the disposition of those funds The site is owned by the Successor Agency. The Children's Museum on the site is owned by the City of Temecula. The City takes in a small amount of admissions fees for the operation of the Children's Museum. Contractual Requirements for Use of Income/Revenue There are no contractual requirements currently in place. History of environmental contamination, Including designation as a Brownfield site, any related environmental studies, and history of any remediation efforts The site is located within the Old Town Specific Plan area which is covered by a program Environmental Impact Report completed in 2010. Description of Properties Potential for Transit-Oriented Development The site does not present an opportunity for transit-oriented development due to the fact that it currently operates as a local civic institution and will remain in that capacity in perpetuity. to Description of the Planning Objectives of the Successor Agency The development of the site would advance the planning objectives of the City of Temecula the former Redevelopment Agency and the Successor Agency. The goal of the Old Town Specific Plan, General Plan and Redevelopment Plan is to promote the Old Town District as a mixed-use urban downtown with a mix of residential, commercial, employments and civic uses. The zoning for the site is Old Town Specific Plan — Civic which has always anticipated and planned for the site to be developed as a City owned and operated public facility. Brief History of Development Proposals and Activity, Including Lease of the Property There has only been one proposal and that was for the development of a Children's Museum. Identify the use or disposition of the property,which could include 1)the retention of the property for Governmental use, 2)the retention of the property for future development, 3)the sale of the property,or 4)the use of the property to fulfill an enforcement obligation The Successor Agency intends to retain the property for Governmental use per H&SC 34181(a) and transfer the property to the City of Temecula. (I Southside Parking Lot Air 0 J 922-073-021 i . 4% h 922-073-019 12 Address APN Acquisition Date Value at Lot Size" Purchase' n/a 922-073-019 06/17/2005 $117,300 5.245 s .ft. n/a 922-073-021 06/17/2005 $52,700" 2,402 so.ft. *Total value at purchase was$170,000 for the two parcels. The value is broken down based on the square footage of each parcel. Introduction The parcels are located in a public parking lot. The parcels were purchased from Eastern Municipal Water District for the purpose of developing a free public parking lot. Purpose of Acquisition The parcels were purchased from Eastern Municipal Water District for the purpose of developing a free public parking lot. The site was intended to be a free public parking lot indefinitely. Current Zoning Old Town SP—Downtown Core. Property Type The parcels represent 20 parking spaces within a 220 space free public parking lot. Estimate of Current Property Value $344,115-$734,112. This figure represents an estimate of$45-$96 per square(7,647 SF for both parcels.The price per square foot range in based on comparable properties within the Old Town District that are currently for sale. Proposed Sale Value $344-115-$734,112 Proposed Sale Date No date proposed. Estimate of any lease, rental,or any other revenues generated by the property, and a description of the contractual requirements for the disposition of those funds The site is a free public parking lot.The site produces no revenue. Contractual Requirements for Use of Income/Revenue There are no contractual requirements currently in place. 13 History of environmental contamination,including designation as a Brownfield site, any related environmental studies,and history of any remediation efforts The site is located within the Old Town Specific Plan area which is covered by a program Environmental Impact Report completed in 2010. Additionally the parcels underwent a phase I site assessments which found no contamination on the site. Description of Properties Potential for Transit-Oriented Development The site does not present an opportunity for transit-oriented development due to the fact that it currently operates as a highly utilized free public parking lot. Description of the Planning Objectives of the Successor Agency The current development of the site is advancing the planning objectives of the City of Temecula the former Redevelopment Agency and the Successor Agency. The goal of the Old Town Specific Plan, General Plan and Redevelopment Plan is to promote the Old Town District as a mixed-use urban downtown. The zoning for the subject properties is Old Town Specific Plan — Downtown Core, which has always anticipated and planned for the site to be developed as a public parking lot Brief History of Development Proposals and Activity, Including Lease of the Property There have been no development proposals on the site. The only activity has been the development and use of the free public parking lot. Identify the use or disposition of the property,which could Include 1)the retention of the property for Governmental use,2)the retention of the property for future development, 3)the sale of the property,or 4)the use of the property to fulfill an enforcement obligation The Successor Agency intends sell the property per H&SC 34191(c)2B, and remit the proceeds to the taxing entities. 14