HomeMy WebLinkAbout11/11/2008 RDA Reports 2 of 2 OCTOBER 30, 2008 LAKE ELSINORE WARRANT LIST
REDEVELOPMENT AGENCY
CHECK# VENDOR NAME AMOUNT
6601 ALBERTO V. BUSTOS $ 600.00
6602 BURKE, WILLIAMS & SORENSEN, L.L.P. 12,093.43
6603 E.V.M.W.D. 2,984.55
6604 ELSINORE WATER DISTRICT 2,625.97
6605 HARRIS & ASSOCIATES, INC. 3,481.65
6606 KEYSER MARSTON ASSOCIATES 6,765.00
6607 LAKE ELSINORE UNIFIED SCHOOL 4,886.29
6608 MT. SAN JACINTO JR. COLLEGE 586.02
6609 NBS GOVERNMENT FINANCE GROUP 4,250.00
6610 RIVERSIDE COUNTY OFFICE OF EDUCATION 1,209.86
6611 UNION BANK OF CALIFORNIA 2,415.00
TOTAL $ 41,897.77
11/3/2008 Warrant 103008 1 of 1 Agenda Item No. 3
Page 3 of 3
CITY OF
LADE 5LSINORI
" "` DREAM EXTREME.
REPORT TO REDEVELOPMENT AGENCY
TO: HONORABLE CHAIRMAN
AND MEMBERS OF THE REDEVELOPMENT AGENCY
FROM: ROBERT A. BRADY
EXECUTIVE DIRECTOR
DATE: NOVEMBER 11, 2008
AGREEMENT AN
SUBJECT: D ESCROW INSTRUCTIONS FOR PURCHASE AND
SALE OF REAL PROPERTY APN 373 - 023 -011, -012, -015, -024, -025
Background
The Redevelopment Agency Board directed staff to move forward with the purchase of
five parcels located within Redevelopment Project Area No. 1, in the Downtown Historic
District, and generally off of Main Street between Heald Avenue and Peck Street (APNs
373 - 023 -011, -012, -015, -024, -025), (the "Property). The Property is depicted below
and is owned by 1 L 2 81 - ,
Management Services LLC.
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Agenda Item No. 4
Page 1 of 30
L &L Management Services LLC Purchase and Sale Agreement
November 11, 2008
Page 2
Acquisition of the Property is necessary for the business incubator project for which the
City recently received a $2,669,623 grant. The balance of the Property will be used for
parking and other downtown redevelopment purposes.
Discussion
Jose and Rosa Trujillo, managers of L &L Management Service, LLC, have agreed to sell
the Property to the Redevelopment Agency for $1,240,000. The Trujillos requested that
the Agency make a fully refundable deposit of $50,000, which shall be applied to the
overall purchase price.
Agency staff has completed appropriate due diligence to confirm proper title and physical
condition of the property, including a Phase I environmental assessment. No adverse
conditions exist.
Agency and Seller will share equally the cost of escrow and title company fees. Seller
will pay for title insurance and the Seller's legal and professional fees. The Agency will
pay documentary transfer taxes, fees for recording of grant deed, and the Agency's legal
and professional fees.
A purchase and sale agreement has been prepared and incorporates the terms set forth
above. Staff requests that the Agency Board approve the agreement and authorize the
Chairman to sign the agreement in such final form as approved by Agency Counsel.
Fiscal Impact
The purchase price of $1,240,000 plus estimated closing costs of $3,000.
Recommendation
It is recommended that the Agency Board approve the purchase of the property subject
to the satisfaction of appropriate conditions, direct the Agency Counsel to finalize the
Agreement and Escrow Instructions for Purchase and Sale of Real Property according to
any further Agency direction and authorize the Chairman to execute the agreement in
such final form as approved by the Agency Counsel.
Prepared by: Matt N. Pressey
Director of Administrati e Services
Approved by: Robert A. Brady ,''``t
Executive Director tt�
Agenda Item No. 4
Page 2 of 30
OWNER(S): L & L MANAGEMENT SERVICES LLC, a California limited
liability company
APN's: 373 - 023 -011; 373 - 023 -012; 373 - 023 -015; 373 - 023 -024;
373 - 023 -025
ESCROW/TITLE NO.: NHRV- 3073843 (22)
AGREEMENT AND ESCROW INSTRUCTIONS FOR
PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE AND
SALE OF REAL PROPERTY (this "Agreement ") is entered into as of November 11,
2008 (the "Effective Date "), by and between the LAKE ELSINORE
REDEVELOPMENT AGENCY, a public body, corporate and politic ( "Buyer ") and
L & L MANAGEMENT SERVICES LLC, a California limited liability company ( "Seller ")
for acquisition by Buyer of certain real properties (as hereinafter set forth) from Seller,
and is made on the basis of the following facts, intentions and understandings.
RECITALS
A. Seller is the present owner of five lots in the City of Lake Elsinore. Three
of the five Tots are improved real properties located at: (1) 132 East Heald Avenue, in
the City of Lake Elsinore, California, generally described as Assessor's Parcel Number
373 - 023 -015 ( "Lot 1"); (2) 150 North Main Street, in the City of Lake Elsinore, California,
generally described as Assessor's Parcel Number 373 - 023 -025 ( "Lot 2 "); and (3) 154
North Main Street, in the City of Lake Elsinore California, generally described as
Assessor's Parcel Number 373 - 023 -024 ( "Lot 3 "). The remaining two lots are
unimproved real properties located on Peck Road near the intersection of Peck Road
and North Main Street and generally described as (4) Assessor's Parcel Number
373 - 023 -012 ( "Lot 4 "); and (5) Assessor's Parcel Number 373 - 023 -011 ( "Lot 5 ").
Collectively all five lots are referred to herein as the "Real Properties ". The Real
Properties are more particularly described in Attachment No. 1 to Exhibit "A ".
B. Lot 1, Lot 2 and Lot 3 are improved with several buildings (collectively,
and excluding the Real Properties on which they are situated, the "Improvements "),
which contain three (3) commercial month -to -month Tenants: (1) Lupe Steele, (2)
Eduardo Ramirez Mosquedo and Maria Medina, and (3) Super Saver, Inc. (collectively,
the "Tenants ").
C. Each of the Tenants has entered into a month -to -month rental agreement
with the Trujillo Family Trust (predecessor in interest to Seller) evidencing their interest
in the Property (the "Rental Agreements "): the Lupe Steele Rental Agreement, dated
May 21, 2007, (2) the Eduardo Ramirez Mosquedo and Maria Medina Rental
Agreement, dated May 26, 2005, and (3) the Super Saver, Inc., dated March 5, 2008.
D. The Real Properties and the Improvements shall be collectively referred to
herein as the "Property ".
Trujillo PSA 102708 LMM 1
Agenda Item No. 4
Page 3 of 30
E. Seller desires to convey fee simple absolute title in the Property to Buyer
in accordance with the terms and conditions set forth in this Agreement, and Buyer
desires to acquire the Property in accordance with the terms and conditions set forth in
this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged, the parties agree as follows:
1. Purchase and Sale. Upon the terms and conditions contained herein,
Buyer hereby agrees to purchase all of Seller's right, title and interest in and to the
Property from Seller and Seller agrees to sell, assign and convey all of Seller's right,
title and interest in and to the Property to Buyer.
2. Purchase Price. The purchase price for the Property shall be One Million
Two Hundred Forty Thousand Dollars and No Cents ($1,240,000.00) (the "Purchase
Price").
3. Public Purpose. Buyer desires to purchase the Property for a public
purpose.
4. Escrow.
4.1 Opening Escrow. Within five (5) days after execution of this
Agreement by Buyer and Seller, Seller shall open escrow ( "Escrow ") with First
American Title Company (the "Escrow/Title Company ") located at 9130 Anaheim
Place, Suite 230, Rancho Cucamonga, California 91730 Attention: Matt Hooks
( "Escrow Agent ").
4.2 Deposit and Deliverables
4.2.1 Deposit. Within five business days of the opening of
Escrow, Buyer shall deposit with the Escrow/Title Company a refundable deposit
(subject to Section 13.3) in the amount of Fifty Thousand Dollars and no cents,
($50,000.00: "the Deposit ").
4.2.2 Deliverables. Within three (3) business days of the
execution of this Agreement by Buyer, Seller shall deliver to Buyer complete and
accurate copies of (i) all reports, surveys and data relating to the environmental,
geological, soil and /or physical condition of the Property and /or the improvements
thereon in the possession of Seller or its agents (collectively, the "Due Diligence
Reports "), and (ii) all leases, amendments, personal guarantees and other agreements
related to the occupation of the Property by the Tenants or any other party possessing
rights with respect to the Property; and (iii) a schedule or schedules of rent paid and
due, and all security or other deposits received or due, from each of the Tenants. Seller
makes no representation or warranty whatsoever as to the accuracy or completeness of
the Due Diligence Reports, except that Seller warrants that it has no knowledge that
Trujillo PSA 102708 LMM 2
Agenda Item No. 4
Page 4 of 30
such reports contain intentional misrepresentation or intentionally omit material
information.
4.3 Escrow Fees, Costs and Taxes.
a. Seller shall pay: (i) one -half of the Escrow /Title Company
fees; (ii) the cost associated with a premium for a California Land Title Association
standard coverage title insurance policy (the "Title Policy ") in the amount of the
Purchase Price, showing fee title to the Property vested in Buyer; and (iii) Seller's legal
and professional fees and fees of other consultants incurred by Seller in connection with
the sale of the Property to Buyer, subject to Sections 13.1, 13.2, 13.3, and 14.3 below.
Additionally, Seller shall cause all monetary liens and encumbrances of record (other
than those liens created or approved by Buyer or Buyer's Related Parties), to be fully
discharged (pursuant to a recorded instrument discharging same), either prior to the
Close of Escrow or concurrently with the Close of Escrow, provided, that the amount
deposited by the Buyer into Escrow is sufficient to discharge all outstanding liens. In
the event said liens are discharged concurrently with the Close of Escrow, Escrow shall
cause the liens to be discharged and the discharges to be recorded prior to the
conveyance of fee simple absolute title to Buyer.
b. Buyer shall pay: (i) the cost of any documentary transfer
taxes on the executed and recordable grant deed ( "Grant Deed ") which is sufficient to
convey title to Buyer and which is in substantially the form set forth in Exhibit "A "; (ii)
fees for recording the Grant Deed; (iii) one -half of the Escrow/Title Company fees; (iv)
fees for recording and filing any documents required to close Escrow other than the
Grant Deed; (v) Buyer's legal and professional fees and fees of other consultants
incurred by Buyer in connection with the Buyer's purchase of the Property, subject to
Sections 13.1, 13.2, 13.3, and 14.3 below; and (vi) the portion of the cost of the Title
Policy attributable to extended coverage and the cost of any Buyer- requested Title
Policy endorsements.
The provisions of this Section 4.3 shall survive the Close of Escrow or a
termination of this Agreement.
4.4 Close of Escrow. The "Close of Escrow" shall be defined as the
date that the Grant Deed is filed for recordation with the Riverside County Recorder,
which shall occur within fifteen (15) days after the expiration of the Due Diligence
Period.
4.5 Time for Opening Escrow. Buyer agrees that time is of the
essence with regard to the opening of Escrow and the satisfaction of any contingencies
during the Due Diligence Period.
5. Conditions of Close of Escrow. The Close of Escrow is conditioned
upon the satisfaction or waiver of the following terms and conditions:
5.1 Seller's Conditions of Close of Escrow. Seller, at its election,
shall not be obligated to close Escrow if:
Trujillo PSA 102708 LMM 3
Agenda Item No. 4
Page 5 of 30
a. Buyer is in material default of this Agreement;
b. Any of Buyer's representations and warranties contained
herein shall be proven materially untrue;
c. Buyer shall not have deposited the Purchase Price along
with Buyer's share of costs described in Section 4.3(b) above with Escrow/Title
Company; or
d. Buyer shall not have deposited with Escrow /Title Company
any document reasonably required of it by Escrow /Title Company to Close Escrow.
5.2 Buyer's Conditions of Close of Escrow. Buyer, at its election,
shall not be obligated to close Escrow if:
a. Seller fails to deliver to Buyer the Due Diligence Reports and
other documents as set forth in Section 4.2.2 above;
b. Any of Seller's representations and warranties contained
herein shall be proven materially untrue;
c. Seller does not provide verification to Buyer in accordance
with Section 9.1 below that Seller is the sole owner of record of the Property and that
there are no other owners of the Property;
d. Buyer, in its sole and absolute discretion, does not approve
of the condition of the Property and /or the results of such soils, geological, toxic waste,
hazardous substance, and /or any other kind of soil or water contamination tests and
analyses as the Buyer or Buyer's Related Parties may perform in accordance with
Section 6.2 below;
e. After reviewing the preliminary title report issued by the
Escrow /Title Company or any other title insurance company of Buyer's choice
( "Preliminary Title Report "), Buyer determines that Seller does not hold legal title to
the Property or that Escrow/Title Company, upon payment of its regularly scheduled
premium, has not agreed to issue a Title Policy for the Property upon the Close of
Escrow, in the amount of the Purchase Price showing fee simple title to the Property
vested of record in Buyer;
f. Seller is in material default of this Agreement.
6. Due Diligence; Condition of Title; Condition of Rental Agreements;
Condition of the Property.
Buyer shall have forty -five (45) days, or any mutually approved extension
of time, from the opening of Escrow to review the Preliminary Title Report and enter the
Property conduct commercially reasonable due diligence, investigate the physical and
environmental condition of the Property and any other factors or matters relevant to
Trujillo PSA 102708 LMM 4
Agenda Item No. 4
Page 6 of 30
Buyer's decision to purchase the Property (the "Due Diligence Period ").
6.1 Condition of Title.
6.1.1 Preliminary Title Report. Buyer has obtained, at its own
expense, a Preliminary Title Report covering the Property. A copy of the Preliminary
Title Report is attached hereto as Exhibit "C" and is incorporated herein by this
reference.
6.1.2 Review of Preliminary Title Report. Buyer shall review
the Preliminary Title Report and shall either approve or disapprove same on or before
the expiration of the Due Diligence Period. If Buyer disapproves the condition of title
described in the Preliminary Title Report, Buyer shall comply with Section 6.3 below.
6.2 Condition of Rental Agreements.
6.2.1 Rental Agreements. Seller hereby permits Buyer to contact
Tenants and use commercially reasonable best efforts to negotiate the terms and
conditions of Tenants' ongoing occupancy upon and eventual vacation from the
Property. Seller covenants not to terminate the Rental Agreements or take any action
with respect to the Rental Agreements or the Tenants without the prior written consent
of Buyer. Seller acknowledges that it has been informed that it is Buyer's intent and
desire to purchase the Property subject to the Rental Agreements. Seller agrees to
assign the existing Tenants' Rental Agreements to Buyer by executing and delivering
Assignment and Assumption Agreements in such form as approved by Buyer's counsel.
6.3 Condition of Property.
6.3.1 Due Diligence Activities. Buyer's due diligence may
include the engagement of environmental consultants to make such investigations as
Buyer deems necessary and appropriate in its sole and absolute discretion, including
any "Phase 1" and /or "Phase 2" investigations of the Property and soils, geological,
toxic waste, hazardous substance, and /or any other kind of soil or water contamination
tests and analyses.
6.3.2 Hazardous Substance. For the purposes of this
Agreement, "hazardous substance" shall include, without limitation, petroleum products
and any hazardous substances, hazardous materials, or toxic substances as defined in
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et seq.; and those substances defined as hazardous wastes in
Sections 25115 and 25117 of the California Health and Safety Code or hazardous
substances defined in Sections 25501 and 25316 of the California Health and Safety
Code; and in the regulations adopted in publications promulgated pursuant to said laws.
Trujillo PSA 102708 LMM 5
Agenda Item No. 4
Page 7 of 30
6.3.3 Due Diligence Reports, Tests and Analyses. Buyer shall
promptly furnish to Seller, without warranty, a copy of all reports, test results and
analyses obtained in connection with Buyer's inspection of the Property.
6.3.4 Cost of Due Diligence. The costs of any Due Diligence
investigation will be paid by Buyer alone, and Seller will have no liability, responsibility
or obligation whatsoever for any costs, damages, claims or losses which arise from the
Due Diligence investigation.
6.3.5 Right of Entry. Prior to the Effective Date and continuing
throughout the Due Diligence Period, Seller has granted to Buyer and its agents,
representatives, employees, contractors and any person or entity acting on behalf of
Buyer (collectively, "Buyer's Related Parties "), the right to enter upon the Property at
reasonable times and upon notice to Seller, for the purpose of conducting soils and
geological investigation and tests for toxic or hazardous substances and other
contamination. Buyer may perform such tests either before or after the opening of
Escrow as part of an environmental site assessment or in accordance with the
Comprehensive, Environmental Response, Compensation and Liability Act (42 U.S.0
9061 et seq.). Buyer and Buyer's Related Parties shall use care and consideration in
connection with their inspection of the Property. With respect to such entry and
investigation, Buyer shall be responsible for: (i) all costs and expenses associated with
the inspection, (ii) any damages to the Property and such other costs as may be related
thereto, and (iii) indemnifying and holding Seller harmless from damages resulting from
such entry and /or activities upon the Property by Buyer or Buyer's Related Parties.
Prior to the entry on the Property by Buyer or Buyer's
Related Parties for purposes of inspecting the Property, Buyer shall deliver to Seller a
certificate or certificates showing that Buyer has in force a policy of comprehensive
public liability insurance, and an excess umbrella liability policy of bodily injury and
property damage, insuring Seller as additional insureds.
6.4 Buyer's Disapproval of Property. If, during the Due Diligence
Period, Buyer reasonably determines that either the Condition of Title or the Condition
of Property is not satisfactory for any reason, Buyer may elect to terminate this
Agreement by promptly notifying Seller and Escrow Agent in writing of its decision to
terminate the Escrow and this Agreement on or before the expiration of the Due
Diligence Period.
6.5 Extension of Due Diligence Period. Upon mutual written
approval, the parties may extend the Due Diligence Period for thirty (30) calendar days
(the "Extension Date "). The Close of Escrow shall occur on the Extension Date. If the
Extension Date falls on a holiday or weekend, the Extension Date shall be the following
business day or Monday. E -Mail correspondence between Buyer and Seller, or
representatives authorized to act on behalf of Buyer and Seller, is satisfactory evidence
of mutual written approval of an extension of the Due Diligence Period. E -Mail
correspondence, however, shall not constitute "a writing" sufficient to give notice of
termination of this Agreement or the associated Escrow.
Trujillo PSA 102708 LMM 6
Agenda Item No. 4
Page 8 of 30
6.6 End of Due Diligence Period. At the expiration of the forty -five
day Due Diligence Period, all contingencies will be satisfied or waived by Buyer, unless
Buyer and Seller mutually approve an extension of the Due Diligence Period in
accordance with Section 6.5 above, which agreement may be conditioned upon an
additional deposit.
7. Seller's Obligations.
Not later than two (2) business days before the Close of Escrow, Seller
shall deliver to Escrow the following:
a. An executed and recordable Grant Deed sufficient to convey
title to Buyer in substantially the form set forth in Exhibit "A "; and
b. A certification of Non - Foreign Status under the Foreign
Investment Real Property Tax Act ( "FIRPTA Certificate ") duly executed by Seller
under penalty of perjury in substantially the form set forth in Exhibit "B ", indicating
Seller's address and Tax Payer Identification Number, and certifying that Seller is not a
"foreign person" for purposes of Section 1445 of the Internal Revenue Code of 1986, as
may be amended, and any regulation promulgated thereunder and Seller is a resident
taxpayer in the State of California for purposes of Revenue and Taxation Code Sections
18805 and 26131.
8. Buyer's Obligations.
Buyer shall deliver to Escrow on or before 12:00 PM, one (1) business day
before the Close of Escrow (or such earlier time as may be required by the Escrow/Title
Company), all of the following:
a. The Purchase Price plus such additional funds as may be
required pursuant to Section 4.3(b) above; and
b. The "Certificate of Acceptance" substantially in the form
attached hereto as Attachment No. 2 to Exhibit "A" and any other documents
reasonably required of it by the Escrow/Title Company in order to close Escrow.
9. Representations and Warranties.
The representations and warranties set forth herein shall survive the Close
of Escrow.
9.1 Representations and Warranties of Seller. Seller represents and
warrants to Buyer as follows:
a. Authority. Seller is the sole owner of the Property and
Seller has full right, power and lawful authority to grant, sell and convey the Property as
provided herein; and
Trujillo PSA 102708 LMM 7
Agenda Item No. 4
Page 9 of 30
b. Leases. Seller has delivered to Buyer true and accurate
copies of the month -to -month rental agreements for (1) Lupe Steele, (2) Eduardo
Ramirez Mosquedo and Maria Medina, and (3) Super Saver, Inc., and except for these
Tenants, there are no tenants or other persons who have a right to possess the
Property or any portion of it; and
c. Title. On the Effective Date of this Agreement, Seller
believes it is seized of the Property in fee simple and is the lawful owner of and has
good indefeasible title to the Property; and
d. Litigation. To Seller's knowledge, there are no actions,
suits, material claims, legal proceedings, or any other proceedings affecting the
Property or any portion thereof, at law, or in equity before any court or governmental
entity, domestic or foreign; and
e. Property Information Materials. Seller has furnished
Buyer with true and accurate copies of all studies, reports and other data commissioned
by or in the actual possession of Seller regarding the condition of the Property, including
soils and geological investigation and tests for toxic or hazardous substances and other
contamination; and
f. Governmental Compliance. To Seller's knowledge, Seller
has not received any notice from any governmental agency or authority alleging that the
Property is currently in violation of any law, ordinance, rule, regulation or requirement
applicable to its use and operation; and
g. No Conflict or Violation. To Seller's knowledge, neither
the execution of this Agreement nor the performance of the obligations herein will
conflict with, or constitute a default or a breach under any contract, lease, agreement or
other instrument or order which affects the Property or to which Seller is a party or by
which it is bound; and
h. FIRPTA. Seller is not a "foreign person" within the
parameters of FIRPTA or any similar state statute, or exempt from the provisions of
FIRPTA or any similar state statute, and Seller has complied with and will comply with
all requirements under FIRPTA or any similar state statute; and
No Seller Bankruptcy. Seller is not the subject of a
bankruptcy proceeding; and
j. Delivery of Report. To Seller's knowledge, Seller has
delivered to Buyer true and accurate copies of all existing reports and documents
concerning the Property's environmental, physical and soil conditions; and
k. Notices Regarding Hazardous Substances. To Seller's
knowledge, Seller has not received any prior written notice or communication from any
government agencies having jurisdiction over the Property, notifying Seller or any third
Trujillo PSA 102708 LMM 8
Agenda Item No. 4
Page 10 of 30
party of, and Seller has no actual knowledge of, the presence of surface or subsurface
zone hazardous substance in, on, or under the Property, or any portion thereof; and
I. Activities Involving Hazardous Substance. Seller has not
engaged in any activity on the Property involving hazardous substances.
9.2 Representations and Warranties of Buyer. Buyer represents
and warrants to Seller as follows:
a. Authority. Buyer has full right, power and lawful authority to
enter into this Agreement and the instruments to be executed by Buyer pursuant to this
Agreement and to consummate the purchase of the Property as provided for herein;
and Buyer has received approvals and ratifications required by any California
Government Code, the California Redevelopment Law (Health & Safety Code sections
32000 et seq., and the Lake Elsinore Municipal Code.
b. Signatory. The individual(s) executing this Agreement and
the instruments to be executed by Buyer pursuant to this Agreement on behalf of Buyer
have the legal power, right and actual authority to bind Buyer to the terms and
conditions of this Agreement and such instruments; and
c. No Conflict. Buyer's execution, delivery and performance
of its obligations under this Agreement will not constitute a default or a breach under
any contract, agreement or order to which Buyer is a party or by which it is bound.
9.3 Ongoing Representations and Warranties. Until the Close of
Escrow, Seller and Buyer shall, upon learning of any fact or condition which would
cause any of the warranties or representations made by them in Section 9.1 and 9.2
above, respectively, to not be true as of the Close of Escrow, immediately give written
notice of such fact or condition to the other party in accordance with Section 14.4 below.
Any such exception to a representation or warranty shall not be deemed a breach by
such party hereunder, but shall constitute an exception to which the other party shall
have a right to approve or disapprove.
If Buyer elects to close Escrow following disclosure of material information
that would have an effect on the value and /or operation of the Property, Seller's
representations and warranties contained herein shall be deemed to have been made
as of the Close of Escrow, subject to such exception(s). If, following the disclosure of
such information, Buyer elects to not close Escrow, then this Agreement and the
Escrow shall automatically terminate, and neither party shall have any further rights,
obligations or liabilities hereunder.
The representations and warranties set forth in Sections 9.1 and 9.2
above shall survive the Close of Escrow.
Trujillo PSA 102708 LMM 9
Agenda Item No. 4
Page 11 of 30
10. Escrow Instructions.
This Agreement constitutes the joint escrow instructions of Buyer and
Seller, and the Escrow/Title Company to whom these instructions are delivered is
hereby authorized and instructed to act under this Agreement. The parties hereto agree
to do all acts necessary to close this Escrow in accordance with the terms and
provisions contained herein.
All of Seller's insurance policies for fire or casualty existing during the term
of this Agreement, from and after the Effective Date shall be cancelled by Seller on or
after the Close of Escrow.
All funds received in the Escrow shall be deposited with other escrow
funds in a general escrow account(s) and may be transferred to any other such escrow
trust account in any State or National Bank doing business in the State of California. All
disbursements from such account shall be made by confirmed wire transfer of
immediately available federal funds.
Seller, Buyer, or Escrow/Title Company may require that the parties sign
supplemental Escrow instructions as determined necessary or convenient in order to
accomplish the Close of Escrow. In the event of an inconsistency or conflict between
the provisions of this Agreement and any such supplemental Escrow instructions, the
provisions of this Agreement shall control. The parties agree to execute such other and
further documents as may be reasonably necessary, helpful or appropriate to effectuate
the provisions of this Agreement.
Escrow /Title Company is instructed to release Seller's Escrow closing and
Buyer's Escrow closing statements to the respective parties.
10.1 Tax Adjustment Procedure. Escrow /Title Company is authorized
and is instructed to comply with the following:
a. Pay and charge Seller for any unpaid delinquent taxes
and /or penalties and interest thereon, and for any delinquent or non - delinquent
assessments or bonds against the Property; and
b. Pay and charge Seller for all taxes which will be due at the
Close of Escrow and Escrow/Title Company shall prorate taxes consistent with the
requirements of the Riverside County Tax Collector's office.
10.2 Authority of Escrow/Title Company. Escrow /Title Company is
authorized to, and shall:
a. Pay and charge Seller for any amount necessary to remove
all monetary liens and encumbrances of record, in accordance with Section 4.3(a)(iii)
above; and
Trujillo PSA 102708 LMM 10
Agenda Item No. 4
Page 12 of 30
b. Pay and charge Buyer and Seller for any escrow fees,
charges, and costs payable under this Agreement; and
c. Disburse funds, deliver, and record the Grant Deed when
Buyer and Seller have fulfilled conditions of this Escrow; and
d. Do such other actions as necessary, including obtaining the
Title Policy; and
e. If the provisions of FIRPTA or any similar state act apply to
the transaction memorialized in this Agreement, and unless Seller is not a "foreign
persons or an exemption applies, the Escrow/Title Company shall deduct and withhold
from Seller's proceeds ten percent (10 %) of the gross Purchase Price and shall
otherwise comply with all applicable provisions of FIRPTA and any similar state act.
Seller and Buyer agree to execute and deliver as directed by Escrow /Title Company any
instrument, affidavit, and statement, and to perform any act reasonably necessary to
comply with the provisions of FIRPTA and any similar state act and regulation
promulgated thereunder. As may be required by Escrow /Title Company, Seller
expressly agrees to execute a FIRPTA Certificate substantially in the form of the
attached Exhibit "B" certifying that Seller has complied with the FIRPTA real estate
reporting requirements; and
f. Prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax withholding forms
including an IRS 1099 -S form, if any such forms are provided for or required by law, and
be responsible for withholding taxes.
All time limits within which any matter herein specified is to be
performed and any amendment of this Agreement may be extended, pursuant to a
writing executed by both parties hereto.
10.3 Termination. If Escrow is not in a condition to close by the Closing
Date then either party may (provided such party has fully performed under this
Agreement), in writing delivered to the other party and Escrow Agent, demand the
return of money and /or documents and terminate this Agreement. If neither party has
fully performed under this Agreement, no demand for a return of money and /or
documents shall be recognized until five (5) days after Escrow /Title Company shall have
confirmed delivery of such demand to all parties in accordance with Section 14.4 below.
If any objections are raised within said five (5) day period, Escrow/Title Company is
authorized to hold all documents until instructed by a court of competent jurisdiction or
by mutual written instructions of the parties and Buyer shall have the option, in its sole
discretion, to withdraw any money deposited by it for the acquisition of the Property. If
no objections are raised within said five (5) day period, this Agreement shall terminate.
Termination of this Agreement shall be without prejudice to any other legal rights either
party may have against the other arising from this Agreement, subject to Section 13.2
below. If no demands are made, the Escrow/Title Company shall proceed with the
Close of Escrow as soon as possible.
Trujillo PSA 102708 LMM 11
Agenda Item No. 4
Page 13 of 30
11. Loss or Damage.
Loss or damage to the Property, by fire or other casualty, occurring prior
to the Close of Escrow shall be at the risk of Seller in which event this Agreement shall
automatically and immediately terminate. In the event of a loss or damage to the
Property, by fire or other casualty, prior to the Close of Escrow, Buyer may elect to
proceed with the Close of Escrow and (a) require Seller to assign to Buyer all of Seller's
right, title and interest to the proceeds of any insurance which may become payable to
Seller by reason thereof; or (b) reduce the total price by an amount equal to the
insurance proceeds paid to Seller.
12. Close of Escrow.
12.1 Time. When Escrow/Title Company is in a position to issue the
Title Policy and all required documents and funds have been deposited with
Escrow/Title Company, and Buyer and Seller have advised the Escrow/Title Company
in writing that the Conditions set forth in Sections 5 and 6 above have been satisfied or
waived, Escrow/Title Company shall immediately close Escrow in accordance with
Section 12.2 below. The failure of Seller or Buyer to be in a position to close Escrow by
the Closing Date shall constitute a default hereunder by the party not in a position to
close Escrow.
12.2 Procedure. Escrow /Title Company shall close Escrow for the
Property as follows:
a. Record the Grant Deed with instructions for the Recorder of
Riverside County, California to deliver the Grant Deed to Buyer;
b. Disburse the Purchase Price to Seller, as adjusted in
accordance with the terms and provisions contained herein;
c. Deliver the FIRPTA Certificate to Buyer;
d. Instruct the Escrow/Title Company to deliver the Title Policy
to Buyer;
e. File any informational reports required by Internal Revenue
Code Section 6045(e), as amended; and
f. Forward to both Buyer and Seller a separate accounting of
all funds received and disbursed for each party and copies of all executed and recorded
or filed documents deposited into Escrow, with such recording and filing date endorsed
thereon.
13. Indemnification; Limitation on Liability; Liquidation Damages.
For purposes of this Agreement, "Claims" shall be defined as any and all
liabilities, actions, proceedings, losses, damages, costs, expenses (including, without
Trujillo PSA 102708 LMM 12
Agenda Item No. 4
Page 14 of 30
limitation, reasonable attorneys' fees and litigation expenses), causes of action, suits,
claims, demands or judgments of any nature whatsoever.
13.1 Indemnification.
a. Seller hereby covenants and agrees to indemnify, defend and
hold Buyer and Buyer's Related Parties harmless from and against any and all Claims
against Buyer and Buyer's Related Parties based upon, arising from or connected in
any manner with any of the following: (i) the use of the Property by Seller; (ii) violation of
a Governmental Regulation by Seller; (iii) gross negligence or intentional misconduct of
Seller while the owner of the Property; and (iv) Seller's breach or default in performance
of any obligation, covenant, representation or warranty contained in this Agreement.
Except as otherwise expressly stated herein, Buyer hereby acknowledges and agrees
that the Property is being sold and purchased on an "AS IS, WHERE IS" condition and
with all faults, and without representations or warranties of any kind, express or implied.
b. Buyer hereby covenants and agrees to indemnify, defend and
hold Seller harmless from and against any and all Claims against Seller based upon,
arising from or connected in any manner with any of the following: (i) the use of the
Property by Buyer or Buyer's Related Parties; (ii) violation of a Governmental
Regulation by Buyer or Buyer's Related Parties; (iii) gross negligence or intentional
misconduct of Buyer or Buyer's Related Parties; and (iv) Buyer's breach or default in
performance of any obligation, covenant, representation or warranty contained in this
Agreement.
13.2 Limitation on Liability. Neither Buyer nor Seller shall in any event
be entitled to, and each hereby waives, any right to seek consequential damages of any
kind or nature from the other party arising out of or in connection with this Agreement.
[AGREEMENT CONTINUES ON NEXT PAGE]
Trujillo PSA 102708 LMM 13
Agenda Item No. 4
Page 15 of 30
13.3 Liquidated Damages. IF BUYER FAILS TO COMPLETE THE
PURCHASE OF THE PROERTY AS SET FORTH HEREIN BY REASON OF ANY
DEFAULT OF BUYER, IT IS AGREED THAT THE BUYER DEPOSIT SHALL BECOME
NONREFUNDABLE AND SELLER SHALL BE ENTITLED TO SUCH DEPOSIT,
WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES
AND NOT AS A PENALTY AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. IT
IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF
THE DAMAGES TO SELLER PURSUANT TO CIVIL CODE SECTION 1671 ET SEQ.
BUYER AND SELLER AGREE THAT IS WOULD BE IMPRACTICAL OR IMPOSSIBLE
TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD
SUFFER UPON BUYER'S FAILURE TO COMPLETE ITS PURCHASE OF THE
PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH
IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID
THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE
COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE SELLER'S
RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW AGENT TO
EFFECTUATE THE TERMS OF THIS PARAGRAPH, BUYER AND SELLER AGREE
TO EXECUTE THE SAME. THE PARTIES ACKNOWLEDGE THIS PROVISION BY
PLACING THEIR INITIALS BELOW:
BUYER'S INITIALS: SELLER'S INITIALS:
14. General Provisions.
14.1 Real Estate Brokerage Commission. Seller and Buyer each
represent and warrant to the other that no broker or finder is entitled to any commission
or finder's fee in connection with this transaction and each agrees to defend and hold
harmless the other from any claim to any such commission or fee resulting from any
action on its part.
14.2 Assignment. This Agreement shall be binding upon and shall
inure to the benefit of Buyer and Seller and their respective heirs, personal
representatives, successors and assigns. Buyer and Seller shall have the right to
assign this Agreement or any interest or right under this Agreement or under the Escrow
with the prior written consent of the other party, which consent shall not be
unreasonably withheld. In no event shall any assignment relieve the assigning party of
any of its obligations under this Agreement.
14.3 Attorneys' Fees. In any action between the parties to interpret,
enforce, award, modify, rescind, or otherwise in connection with any of the terms or
provisions of this Agreement, the prevailing party in the action shall be entitled, in
addition to damages, injunctive relief, or any other relief to which it might be entitled,
reasonable costs and expenses including, without limitation, litigation costs and
reasonable attorneys' fees.
14.4 Approvals and Notices. Any approval, disapproval, demand,
document or other notice ( "Notice "), which either party may desire to give to the other
party under this Agreement must be in writing and may be given by any commercially
Trujillo PSA 102708 LMM 14
Agenda Item No. 4
Page 16 of 30
acceptable means to the party to whom the Notice is directed at the address of the party
as set forth below, or at any other address as that party may later designate by Notice.
Any Notice given under this paragraph, whether personally or by mail shall be deemed
received only upon actual receipt by the intended party. Notices may be sent and
received by facsimile when the receiving party agrees to such notice in writing and
when the recipient acknowledges actual receipt of the faxed transmission.
To Seller: L & L Management Services LLC
40088 Grenache Court
Murrieta, California 92563
Copy to: William T. Pascoe
Law Offices of William T. Pascoe
29970 Technology Drive, Suite 218
Murrieta, CA 92563
To Buyer: Lake Elsinore Redevelopment Agency
130 So. Main Street
Lake Elsinore, California 92530
Attention: Executive Director
Copy to: Leibold McClendon & Mann, PC
23422 Mill Creek Drive, Suite 105
Laguna Hills, California 92653
Attention: Barbara Leibold
A copy of any Notice by either party hereunder shall be sent to:
Escrow/Title: First American Title Company
9130 Anaheim Place, Suite 230
Rancho Cucamonga, California 91730
Attention: Matt Hooks
14.5 ADR. Prior to either party undertaking any litigation or lawsuit to
interpret, enforce or terminate this agreement, such party shall notify the other party no
fewer than seven (7) days prior to undertaking such litigation or lawsuit. The purpose of
such notice shall be to provide both parties the opportunity to promptly schedule and
attend non - binding mediation before a mutually agreeable mediator. The party
choosing to undertake litigation or file a lawsuit, referred to herein as the "aggrieved
party," shall include in its notice the nature of the dispute, the desired outcome of the
litigation, and an official notice to the other party of the requirement to agree and
participate in mediation prior to undertaking litigation. The unreasonable failure of the
aggrieved party to request and participate in mediation shall be considered in any
motion for an award of attorneys' fees and costs. The unreasonable failure of the
responding party to agree to or participate in mediation shall be considered in any
motion for an award of attorneys' fees.
Trujillo PSA 102708 LMM 15
Agenda Item No. 4
Page 17 of 30
14.6 Jurisdiction and Venue. This Agreement shall be construed
under the laws of the State of California in effect at the time of the signing of this
Agreement. To the extent permitted by law, the parties consent to the jurisdiction of the
California courts with venue in Riverside County.
14.7 Titles and Captions. Titles and captions are for convenience only
and do not define, describe or limit the scope or the intent of this Agreement or of any of
its terms. References to section numbers are to sections in this Agreement, unless
expressly stated otherwise.
14.8 No Waiver. A waiver by either party of a breach of any of the
covenants, conditions or agreements under this Agreement to be performed by the
other party shall not be construed as a waiver of any succeeding breach of the same or
other covenants, agreements, restrictions or conditions of this Agreement.
14.9 Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made in writing and in each instance
signed by both parties.
14.10 Severability. If any term, provision, condition or covenant of this
Agreement or its application to any party or circumstances shall be held, to any extent,
invalid or unenforceable, the remainder of this Agreement, or the application of the term,
provision, condition or covenant to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected, and shall be
valid and enforceable to the fullest extent permitted by law.
14.11 Prior Owners. Seller shall, to the greatest extent legally allowable,
assign to Buyer all rights, claims, indemnifications, actions and /or causes of action it
may have against prior owners of the Property and Tenants and /or anyone who has
occupied the Property in connection with the environmental condition of the Property.
14.12 Computation of Time. The time in which any act is to be done
under this Agreement is computed by excluding the first day (such as the day Escrow
opens), and including the last day, unless the last day is a holiday or Saturday or
Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays
as specified in Section 6700 and 6701 of the California Government Code. If any act is
to be done by a particular time during a day, that time shall be Pacific Time Zone time.
14.13 Tax and Legal Advice. SELLER REPRESENTS AND
WARRANTS THAT BUYER HAS NOT PROVIDED TAX OR LEGAL ADVICE TO
SELLER IN CONNECTION WITH THIS AGREEMENT. SELLER FURTHER
REPRESENTS AND WARRANTS THAT IT HAS BEEN ADVISED OF ITS RIGHT TO
LEGAL COUNSEL AND TAX ADVICE AND HAS EITHER OBTAINED THE ADVICE OF
INDEPENDENT LEGAL COUNSEL OR A TAX ADVISOR WITH RESPECT TO THE
TERMS OF THIS AGREEMENT AND ALL ATTACHMENTS HERETO AND OTHER
Trujillo PSA 102708 LMM 16
Agenda Item No. 4
Page 18 of 30
AGREEMENTS REQUIRED HEREBY, OR HAS KNOWINGLY AND VOLUNTARILY
DECIDED NOT TO CONSULT WITH LEGAL COUNSEL OR A TAX ADVISOR OF
THEIR CHOOSING.
SELLER'S INITIALS:
14.14 Time of Essence. Time is expressly made of the essence with
respect to the performance by Buyer and Seller of each and every obligation and
condition of this Agreement including, without limitation, the Close of Escrow.
14.15 Cooperation. Each party agrees to cooperate with the other in the
closing of this transaction and, in that regard, to sign any and all documents which may
be reasonably necessary, helpful, or appropriate to carry out the purpose and intent of
this Agreement including, but not limited to, releases or additional agreements.
14.16 Offer. Any delivery of unsigned copies of this Agreement is solely
for the purpose of review by the party to whom it was delivered to, and neither the
delivery nor any prior communications between the parties shall in any way be
construed as an obligation to enter into this Agreement.
15. Agreement in Total.
15.1 Merger of Prior Agreements and Understandings. This
Agreement contains the entire understanding between the parties relating to the
transaction contemplated by this Agreement. All prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are
merged in this Agreement and shall be of no further force or effect.
15.2 Counterparts. This Agreement may be signed in multiple
counterparts which, when signed by all parties, shall constitute a binding agreement.
15.3 Exhibits Incorporated by Reference. All exhibits attached to this
Agreement are incorporated in this Agreement by this reference. This Agreement is
executed in three (3) duplicate originals, each of which is deemed to be an original.
This Agreement includes seventeen (17) pages, two signature pages (Pages 18 and 19)
and three (3) exhibits including Exhibit "A ", Grant Deed, Exhibit "B ", Seller's
Certification of Non - Foreign Status, and Exhibit "C ", Title Report.
[SIGNATURE PAGE FOLLOWS]
Trujillo PSA 102708 LMM 17
Agenda Item No. 4
Page 19 of 30
IN WITNESS WHEREOF, the Buyer and the Seller have signed this Agreement
and Escrow Instructions for Purchase and Sale of Real Property on the date set forth
below.
"SELLER"
L & L MANAGEMENT SERVICES LLC, a
California limited liability company
By:
Its:
By:
Its:
"BUYER"
LAKE ELSINORE REDEVELOPMENT
AGENCY, a public body corporate and politic
By:
Thomas Buckley, Chairman
ATTEST:
By:
Vivian M. Munson, Agency Clerk
APPROVED AS TO FORM:
LEIBOLD MCCLENDON & MANN, P.C.
By:
Barbara Leibold, Agency Counsel
Trujillo PSA 102708 LMM 18
Agenda Item No. 4
Page 20 of 30
ESCROW/TITLE COMPANY'S CONSENT: Escrow/Title Company hereby
acknowledges receipt of this Agreement and consents to the terms and conditions set
forth herein.
"ESCROW /TITLE COMPANY"
By:
Name:
Its:
Dated:
Trujillo PSA 102708 LMM 19
Agenda Item No. 4
Page 21 of 30
EXHIBIT "A"
GRANT DEED
WHEN RECORDED MAIL AND
MAIL TAX STATEMENTS TO:
LAKE ELSINORE REDEVELOPMENT
AGENCY
130 South Main Street
Lake Elsinore, CA 92530
Attention: Agency Secretary
DOCUMENTARY TRANSFER TAX $
NONE
EXEMPT FROM RECORDING FEES PER GOV'T CODE § 6103
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged
L & L MANAGEMENT SERVICES LLC, a California limited liability company ( "Seller "),
hereby GRANTS to the LAKE ELSINORE REDEVELOPMENT AGENCY, a public body
corporate and politic, the real property referred to as APNs: 373 - 023 -011; 373 - 023 -012;
373 - 023 -015; 373 - 023 -024; 373- 023 -025, and described as:
SEE ATTACHMENT NO. 1 TO EXHIBIT "A" ATTACHED HERETO AND
INCORPORATED HEREIN BY REFERENCE
[Signatures on Next Page]
Trujillo PSA 102708 LMM Exhibit "A"
Agenda Item No. 4
Page 22 of 30
"SELLER"
L & L MANAGEMENT SERVICES LLC, a
California limited liability company
By:
Its:
By:
Its:
"BUYER"
LAKE ELSINORE REDEVELOPMENT
AGENCY, a public body corporate and politic
By:
Thomas Buckley, Chairman
ATTEST:
By:
Vivian M. Munson, City Clerk
APPROVED AS TO FORM:
LEIBOLD MCCLENDON & MANN, P.C.
By:
Barbara Leibold, Agency Counsel
Trujillo PSA 102708 LMM Exhibit "A"
Agenda Item No. 4
Page 23 of 30
ATTACHMENT NO. 1
TO
EXHIBIT "A"
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Riverside,
City of LAKE ELSINORE, described as follows:
Real property in the City of Lake Elsinore, County of Riverside, State of California,
described as follows:
PARCEL 1: (APNS: 373 - 023 - 011 -6; 373 - 023 -012 -7 AND 373 - 023 - 024 -8)
LOT(S) 1 AND THE SOUTHEASTERLY RECTANGULAR 10 FEET OF LOT(S) 2 IN
BLOCK "D" OF JONES ADDITION TO ELSINORE, AS SHOWN BY MAP ON FILE IN
BOOK 4 PAGE(S) 177, OF MAPS, IN THE CITY OF LAKE ELSINORE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, RECORDS OF SAN DIEGO COUNTY.
EXCEPTING FROM SAID LOT 1 THE NORTHEASTERLY RECTANGULAR 9 FEET
AND THE SOUTHWESTERLY RECTANGULAR 10 FEET THEREOF, EXCEPT THAT
PORTION DEEDED TO THE CITY OF ELSINORE RECORDED AUGUST 4, 1950 AS
INSTRUMENT NO. 1311 OF OFFICIAL RECORDS.
PARCEL 2: (APN: 373 - 023 - 015 -0)
LOT(S) 20 AND THE EASTERLY 9 FEET OF THE NORTH 135 FEET OF LOT 1
IMMEDIATELY ADJACENT TO LOT 20 (A STRIP OF GROUND 9 FEET WIDE AND
135 FEET LONG) ALL IN BLOCK D OF JONES ADDITION TO ELSINORE, IN THE
CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS
SHOWN BY MAP ON FILE IN BOOK 4, PAGE(S) 177, OF MAPS, RECORDS OF SAN
DIEGO COUNTY.
PARCEL 3: (APN: 373 - 023 - 025 -9)
THE NORTHWEST 125 FEET OF LOT 2, BLOCK D OF JONES ADDITION TO
ELSINORE, IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 4, PAGE 177 OF MAPS,
RECORDS OF SAN DIEGO COUNTY, CALIFORNIA.
EXCEPTING THEREFROM THE WEST 12 FEET THEREOF, EXCEPT THAT
PORTION DEEDED TO THE CITY OF ELSINORE, RECORDED AUGUST 4, 1950 AS
INSTRUMENT NO. 1311, OFFICIAL RECORDS.
Trujillo PSA 102708 LMM Attachment No. 1
To Exhibit "A"
Page 1
Agenda Item No. 4
Page 24 of 30
State of California
County of
On before me, , 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)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on
the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED
DOCUMENT
Individual
Corporate Officer
Title(s) Title Or Type of Document
Partner(s) Limited
General
Attorney -In -Fact
Trustee(s) Number Of Pages
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Trujillo PSA 102708 LMM Attachment No. 1
To Exhibit "A"
Page 2
Agenda Item No. 4
Page 25 of 30
State of California
County of
On before me, , 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)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying
on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED
DOCUMENT
Individual
Corporate Officer
Title(s) Title Or Type of Document
Partner(s) Limited
General
Attorney-In-Fact
Trustee(s) Number Of Pages
Guardian /Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Trujillo PSA 102708 LMM Attachment No. 1
To Exhibit "A"
Page 3
Agenda Item No. 4
Page 26 of 30
ATTACHMENT NO. 2
to
EXHIBIT "A"
CERTIFICATE OF ACCEPTANCE
Government Code, Section 27281
THIS IS TO CERTIFY that the LAKE ELSINORE REDEVELOPMENT AGENCY,
a public body, corporate and politic, acting through the Lake Elsinore Redevelopment
Agency Board of Director, hereby accepts for public purposes the real property, or
interest therein, conveyed by Grant Deed executed by L & L MANAGEMENT
SERVICES LLC, a California limited liability company ( "Grantor") and dated
, 2008 and consents to the recordation thereof.
IN WITNESS WHEREOF, I have hereunto set my hands and affixed the Agency's
official seal, this day of , 2008.
LAKE ELSINORE REDEVELOPMENT AGENCY, a
public body, corporate and politic
By:
Executive Director
Trujillo PSA 102708 LMM Attachment No. 2
To Exhibit "A"
Page 1
Agenda Item No. 4
Page 27 of 30
State of California
County of
On before me, , 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)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying
on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED
DOCUMENT
Individual
Corporate Officer
Title(s) Title Or Type of Document
Partner(s) Limited
General
Attorney-In-Fact
Trustee(s) Number Of Pages
Guardian /Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Trujillo PSA 102708 LMM Attachment No. 2
To Exhibit "A"
Page 2
Agenda Item No. 4
Page 28 of 30
EXHIBIT "B"
SELLER'S CERTIFICATION OF NON - FOREIGN STATUS
To inform the REDEVELOPMENT OF THE CITY OF LAKE ELSINORE, a public
body, corporate and politic ( "Transferee ") that withholding of tax under Section 1445 of
the Internal Revenue Code of 1986, as amended ( "Code ") will not be required upon the
transfer of certain real property described as Assessor's Parcel Nos.: 373 - 023 -011;
373 - 023 -012; 373 - 023 -015; 373 - 023 -024; 373 - 023 -025, located in the City of Lake
Elsinore, California to the Transferee by L & L MANAGEMENT SERVICES LLC, a
California limited liability company ( "Transferor "), the undersigned hereby certify the
following:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and Income
Tax Regulations);
2. Transferor's United States taxpayer identifying number (Employer
Identification Number) for L & L Management Services LLC is ; and
3. Transferor's address is:
L & L MANAGEMENT SERVICES LLC
40088 Grenache Court
Murrieta, California 92563
Transferor understands that this Certification may be disclosed to the Internal
Revenue Service by the Transferee and that any false statement contained herein could
be punished by fine, imprisonment, or both.
Under penalty of perjury, the undersigned declares that s /he has examined this
Certification and, to the best of their knowledge and belief, it is true, correct and
complete, and the undersigned further declares that they have authority to sign this
document on behalf of Transferor.
"TRANSFEROR"
L & L MANAGEMENT SERVICES LLC, a
California limited liability company
By:
Its:
By:
Its:
Trujillo PSA 102708 LMM Exhibit "B"
Agenda Item No. 4
Page 29 of 30
EXHIBIT "C"
TITLE REPORT
[To be Attached]
Trujillo PSA 102708 LMM Exhibit "C"
Agenda Item No. 4
Page 30 of 30
CITY OF
LA L 5LSINOR
L
DREAM EXTREME
REPORT TO REDEVELOPMENT AGENCY
TO: HONORABLE CHAIRMAN
AND MEMBERS OF THE REDEVELOPMENT AGENCY
FROM: ROBERT A. BRADY
EXECUTIVE DIRECTOR
DATE: NOVEMBER 11, 2008
SUBJECT: AGENCY COMPENSATION WAIVER IMPLEMENTATION
Background
At the September 18, 2008 budget study session, Councilman Buckley recommended
that members of the City Council and the Planning Commission decline their pay for the
remainder of the fiscal year, similar to what the employees were doing with a furlough
through the end of the fiscal year. On September 23, 2008, the City Council voted to
approve budget adjustments, which included the proposed reduction in pay of the City
Council and Planning Commission. While Redevelopment Agency members are also
compensated, reduction and /or relinquishment of the Agency's compensation has not
been specifically addressed.
Discussion
Redevelopment Agency compensation is governed by the Lake Elsinore Municipal
Code consistent with California Health & Safety Code Section 33114 which states that
Agency members may receive compensation prescribed by the legislative body. Section
33114.5 caps the maximum compensation the Agency members may receive at $30 per
meeting up to a maximum of four meetings a month. Agency compensation at this level
is codified in Section 2.08.030 of the Lake Elsinore Municipal Code. A legislative
change to the Agency's compensation would require the adoption of an ordinance. As
an alternative, Agency staff has proposed to implement the reductions by way of a
voluntary relinquishment by individual members of the Redevelopment Agency.
Implementing the pay reduction for the Agency on a voluntary basis avoids the need for
formal amendment to the Lake Elsinore Municipal Code and is consistent with the
voluntary pay waiver recommended to the City Council. Unless otherwise directed, staff
will request that Agency members notify the Executive Director in writing (e -mail or
letter) that they wish to voluntarily decline their monthly pay.
Agenda Item No. 5
Page 1 of 2
Agency Compensation Waiver Implementation
November 11, 2008
Page 2
Fiscal Impact
The fiscal impact to the Agency's operating expenditures of all five Agency members
voluntarily waiving compensation estimated at $60 per month is a savings of $2,400
beginning with the month of November.
Recommendation
That the Redevelopment Agency receive and file this report explaining the
implementation of the pay reduction.
Prepared by: Matt N. Presse
Director of Administr- ive Services
Approved by: Robert A. Brady i 1
Executive Director 1"
Agenda Item No. 5
Page 2 of 2
CITY OF
LADE LSITIOR
DREAM EXTREME,
REPORT TO REDEVELOPMENT AGENCY
TO: HONORABLE CHAIRMAN
AND MEMBERS OF THE REDEVELOPMENT AGENCY
FROM: ROBERT A. BRADY
EXECUTIVE DIRECTOR
DATE: NOVEMBER 11, 2008
SUBJECT: BRIDGE HOUSING CORPORATION – AFFORDABLE HOUSING
DEVELOPMENT
BACKGROUND
In March 2008, the Agency Board selected BRIDGE Housing Corporation (BRIDGE) as
its affordable housing partner pursuant to the Agency's Request for Qualifications
(RFQ) process to develop a comprehensive affordable housing strategy with the
particular goal of fulfilling the Agency's inclusionary housing obligations.
BRIDGE has been in business since 1983 and has participated in the development of
over eleven thousand (11,000) homes throughout California, valued at more than $3
billion. BRIDGE is the largest affordable housing developer in California— carrying out
its development work both on its own and in partnership with local governments, private
sector corporations and other nonprofit groups. BRIDGE has a sustained history of
leveraging multiple funding sources and establishing clear working relationships. Most
unique to BRIDGE is that it possesses its own distinguished in -house property
management firm which is tasked with maintaining the quality and caliber of BRIDGE
developments.
DISCUSSION
Memorandum of Understanding
Pursuant to the Agency Board's direction, staff has been working with BRIDGE to
identify politically, economically, and socially ideal sites for the development of
affordable housing to fulfill its inclusionary obligations, including the development of
multifamily rental housing, senior housing, and possibly homeownership housing as well
as the possible acquisition and rehabilitation of existing residential projects for
affordable housing purposes.
Agenda Item No. 6
Page 1 of 10
Report to Redevelopment Agency — Affordable Housing RFQ
November 11, 2008
Page 2
A Memorandum of Understanding setting forth the Agency's and BRIDGE's intent and
understanding with regard to developing a comprehensive affordable housing strategy
has been prepared. According to the Memorandum of Understanding, the Agency
agrees to work diligently and in good faith with BRIDGE to identify sites for development
of affordable housing. The Agency also agrees to make available low and moderate -
income housing set -aside funds for predevelopment activities and appropriate
affordable housing project costs. And, finally, if appropriate, the Agency agrees to
assist in the expedited processing of land use and entitlements for the proposed
affordable housing projects.
Similarly, BRIDGE agrees to work diligently and in good faith with the Agency to identify
sites for the development of affordable housing. BRIDGE agrees to leverage funds for
predevelopment activities and to propose projects for acquisition, development, and
operation of affordable housing to meet the needs of the Agency.
Pottery Court
To date, the Agency and BRIDGE have identified Pottery Court as a first priority
potential affordable housing site. The proposed site is approximately 3.8 acres
generally bounded by Pottery Street and Sumner Avenue between the outflow channel
and Langstaff Street. In all, (20) parcels comprise the proposed site. BRIDGE and the
Agency are diligently negotiating for the acquisition and assembly of these parcels.
The proposed Pottery Court project would consist of 88 units restricted to occupancy by
eligible very low income households at an affordable rent and two manager units. These
units will assist the Agency in fulfilling its inclusionary housing obligations for very low
income households. The Agency will require that appropriate restrictions on occupancy,
rents and operations and maintenance be recorded against the Pottery Court property
pursuant to Redevelopment Law requirements.
BRIDGE has provided staff with a pro forma, which includes a detailed development
budget. This pro forma has undergone an independent professional analysis by Keyser
Marston and Associates. After considering all external funding sources, BRIDGE has
requested that the Agency contribute up to Four Million Thirty -Nine Thousand Dollars
($4,039,000) from its Housing Fund toward the estimated Twenty -Three Million
($23,000,000) Pottery Court budget. Staff and Keyser Marston support BRIDGE's
request as necessary to make Pottery Court financially feasible. The Housing Fund
loan will be available to pay for eligible project costs and will be secured by a Deed of
Trust which will be recorded against the Pottery Court property.
The proposed project will be subject to all applicable City subdivision, zoning, and
design review regulations as well as compliance with all other state and local laws,
including applicable provisions of the California Relocation Assistance Act (Government
Code Section 7260, et seq. and the implementing regulations thereto in 25 California
Agenda Item No. 6
Page 2 of 10
Report to Redevelopment Agency — Affordable Housing RFQ
November 11, 2008
Page 3
Code of Regulations Section 6000, et seq.), the notice and hearing requirements of
Section 33433 of the Community Redevelopment Law relating to the disposition of
Agency property that is anticipated to be included in the Pottery Court site, and
California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000 et seq.: "CEQA ")
or the State Implementation Guidelines for CEQA (Tit. 14, Cal. Code Regs., §§ 15000 et
seq.: "CEQA Guidelines ").
In order to expedite the proposed development of affordable housing and provide
flexibility necessary to respond to changing circumstances, funding and applicable
deadlines and dynamic negotiations, staff is recommending the Agency approve the
attached Resolution committing up to $4,039,000 of Housing Funds to BRIDGE for the
Pottery Court project subject to specific conditions and delegate to the Executive
Director and Agency Counsel the authority to negotiate a definitive agreement
specifying the terms and conditions of the Housing Fund loan and the scope of
development and schedule of performance for the development of the Pottery Court
project.
Fiscal Impact
Up to $4,039,000 from available funds in the Agency's Low and Moderate Income
Housing Fund dedicated exclusively to increase, improve and preserve the community's
supply of affordable housing in accordance with the California Community
Redevelopment Law.
Recommendation
a) Approve the Memorandum of Understanding by and between the Agency and
BRIDGE Housing Corporation
b) Approve the Resolution authorizing an Affordable Housing Development Loan
from the Agency's Low and Moderate Income Housing Fund To BRIDGE
Housing Corporation for an Affordable Housing Project Known as Pottery Court
c) Continue to work with BRIDGE to develop a comprehensive affordable housing
strategy for the Redevelopment Agency to fulfill its inclusionary housing
obligations.
Prepared by: Barbara Leibold
Agency Counsel
Reviewed by: Matt N. Pressed- -
Director of Administr ive Services
Approved by: Robert A. Brady i
Executive Director Iv`
Agenda Item No. 6
Page 3 of 10
MEMORANDUM OF UNDERSTANDING
(Implementation of Inclusionary Housing Obligations)
This Memorandum of Understanding ( "MOU ") is entered into as of June ,
2008 (the "Effective Date "), by and between the Redevelopment Agency of the City of
Lake Elsinore, a public body, corporate and politic (the "Agency ") and BRIDGE Housing
Corporation, a California nonprofit public benefit corporation ( "BRIDGE ") with
reference to the following facts:
A. Under Section 33413(b) of the California Health and Safety Code, the
Agency is required to ensure that at least fifteen percent (15 %) of all newly constructed
housing and substantially rehabilitated housing within its redevelopment project areas is
affordable to low and moderate - income households and that at least forty percent (40 %)
of the fifteen percent (15 %) is affordable to very low income households.
B. On September 4, 2007, the Agency issued a Request for Qualifications
( "RFQ ") to select an affordable housing developer to form a public /private partnership
with the Agency to develop high quality affordable housing to meet the Agency's
inclusionary requirements pursuant to California Health and Safety Code Section
33413(b).
C. Through a competitive process, the Agency selected BRIDGE as its
collaborative developer partner due to, among other things, BRIDGE's extensive
experience in the development of affordable housing, sustained history of leveraging
multiple funding sources, clear lines of responsibility and working relationships,
excellent references, and uniquely distinguished in -house property management firm.
D. The Agency desires to work with BRIDGE to identify politically,
economically, and socially ideal sites for the development of affordable housing to fulfill
its inclusionary obligations, including the development of multifamily rental housing,
senior housing, and possibly homeownership housing. The Parties intend to work
together to identify sites suitable for new construction as well as acquisition and
rehabilitation of existing sites. The Parties also intend to identify existing housing sites
that are not expected to remain affordable or do not currently count toward the Agency's
affordable housing stock, for which the Agency could purchase long -term affordability
covenants to fulfill no more than fifty percent (50 %) of the Agency's inclusionary
requirements.
E. The Agency and BRIDGE desire to enter into this MOU to set forth their
intent and understandings with respect to developing a comprehensive strategy for the
development of affordable housing in the City, with the particular goal of fulfilling the
Agency's inclusionary housing obligations under Section 33413(b) of the California
Health and Safety Code.
NOW, THEREFORE, in consideration of the mutual promises set forth below, the
Agency and BRIDGE (the "Parties ") agree as follows:
144 \16 \567681.1 1 Agenda Item No. 6
Page 4 of 10
Section 1. Roles and Responsibilities.
(a) Agency. The Agency agrees to work diligently and in good faith
with BRIDGE to identify sites for the development of affordable housing; to make
available low and moderate - income housing set -aside funds for predevelopment
activities, if appropriate; and to assist in the expedited processing of land use and
entitlements for proposed affordable housing projects.
(b) BRIDGE. BRIDGE agrees to work diligently and in good faith
with the Agency to identify sites for the development of affordable housing; to leverage
funds for predevelopment activities, if appropriate; and to propose projects for
acquisition, development, and operation of affordable housing to meet the needs of the
Agency.
Section 2. Good Faith Collaboration. The Agency and BRIDGE agree to
collaborate and partner diligently and in good faith to develop a comprehensive strategy
for the development of affordable housing in the City, with the particular goal of
fulfilling the Agency's inclusionary housing obligations under Section 33413(b) of the
California Health and Safety Code. The Parties agree to work diligently and in good faith
to identify sites for multifamily rental housing, senior rental housing, and possibly
homeownership, including new construction as well as acquisition and rehabilitation of
existing sites; and to identify existing housing sites that are not expected to remain
affordable or do not currently count toward the Agency's affordable housing stock, for
which the Agency could purchase long -term affordability covenants to fulfill no more
than fifty percent (50 %) of the Agency's inclusionary requirements.
Section 3. Miscellaneous Terms.
(a) Term. The period of this MOU shall be two (2) years commencing
on the date of this MOU. The term may be extended by the mutual agreement of the
Parties.
(b) Interpretation. This MOU shall be interpreted under and pursuant
to the laws of the State of California.
(c) Successors and Assigns. This MOU shall be binding upon and
inure to the benefit of the successors in interest and assigns of each of the Parties.
(d) Entire Agreement. This MOU constitutes the entire understanding
and agreement of the parties. This MOU shall not be modified except by written
instrument executed by and among all of the Parties to this MOU.
(e) Authority to Sign. Each Party executing this MOU represents that
it is authorized to execute this MOU. Each person executing this MOU on behalf of a
Party represents that he or she is authorized to execute this MOU on behalf of such Party_
(f) Headings. All section headings in this MOU are for convenience
of reference only and are not intended to qualify the meaning of any section.
144 \16 \567681.1 2 Agenda Item No. 6
Page 5 of 10
(g) No Third Party Reliance. No person other than the Parties to this
MOU may directly or indirectly rely upon or enforce the provisions of this MOU,
whether as a third party beneficiary or otherwise.
(h) Counterparts. This MOU may be executed in multiple originals,
each of which is deemed to be an original, and may be signed in counterparts.
(i) Future Review and Approval. The matters contained herein shall
not be construed as final or exclusive commitments by any Party nor is it intended by the
Parties to constitute a binding agreement to enter into a future definitive agreements or
any other contract. Instead, the Parties have stated generally the basis upon which the
Parties intend to carry out the collaborative efforts set forth herein. Agency and BRIDGE
understand that any proposed definitive agreement and /or affordable housing project shall
be subject to all of the requisite procedures in the Agency's review and discretionary
approval processes.
IN WITNESS WHEREOF, the parties have entered into this MOU as of the date
first set forth above.
REDEVELOPMENT AGENCY OF THE BRIDGE HOUSING CORPORATION, a
CITY OF LAKE ELSINORE, a public California nonprofit public benefit
body, corporate, and politic corporation
By: By:
Its: Its:
144 \16 \567681.1 3 Agenda Item No. 6
Page 6 of 10
RESOLUTION NO.
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
LAKE ELSINORE, CALIFORNIA, AUTHORIZING AN AFFORDABLE
HOUSING DEVELOPMENT LOAN FROM THE AGENCY'S LOW AND
MODERATE INCOME HOUSING FUND TO BRIDGE HOUSING
CORPORATION FOR AN AFFORDABLE HOUSING PROJECT KNOWN
AS POTTERY COURT
WHEREAS, the Redevelopment Agency of the City of Lake Elsinore ( "Agency ")
is a public body, corporate and politic, organized, existing and exercising governmental
functions and powers under the California Community Redevelopment Law (California
Health & Safety Code Section 33000, et seq.) ( "CRL "); and
WHEREAS, the Agency has established a Low and Moderate Income Housing
Fund ( "Housing Fund ") pursuant to CRL Section 33334.2, et seq., for the purpose of
increasing, improving and preserving the community's supply of housing available to
low and moderate income households at an affordable housing cost; and
WHEREAS, Section 33413(b) of the CRL requires at least fifteen percent (15 %)
of all newly constructed housing and substantially rehabilitated housing within the
Agency's redevelopment project areas be affordable to low and moderate - income
households; and
WHEREAS, BRIDGE Housing Corporation, a non - profit affordable housing
developer ( "BRIDGE "), and the Agency have entered into a Memorandum of
Understanding ( "MOU ") for the purposes of developing a comprehensive strategy for
the development of affordable housing in the City, with the particular goal of fulfilling the
Agency's inclusionary housing obligations under Section 33413(b); and
WHEREAS, BRIDGE has worked diligently and in good faith to identify politically,
economically, and socially ideal sites for the development of affordable housing to fulfill
the Agency's inclusionary obligations and is proposing as its first priority to construct a
90 unit affordable housing project known as Pottery Court ( "Pottery Court") in downtown
Lake Elsinore within the project area boundaries of the Rancho Laguna Redevelopment
Project Area No. 1; and
WHEREAS, Pottery Court is an eligible use of the Agency's Housing Fund and
will provide 88 new residential units restricted for occupancy by and available at
affordable rent to households earning no more than 50- percent of the area median
income thereby increasing the supply of affordable housing in the downtown area of the
City and enhancing the economic viability and redevelopment potential of the Project
Area; and
WHEREAS, no other reasonable means of private or commercial financing of
Pottery Court at the same level of affordability and quantity are available to BRIDGE
other than financial assistance through the Agency; and
Agenda Item No. 6
Page 7 of 10
WHEREAS, after considering all external funding sources, BRIDGE has
requested that the Agency contribute up to Four Million Thirty -Nine Thousand Dollars
($4,039,000) from its Housing Fund toward the estimated Twenty -Three Million
($23,000,000) budget for Pottery Court; and
WHEREAS, the allocation of Agency Housing Funds toward a future residential
project is not considered a "project" pursuant to the California Environmental Quality Act
(Cal. Pub. Res. Code §§ 21000 et seq.: "CEQA ") or the State Implementation
Guidelines for CEQA (Tit. 14, Cal. Code Regs., §§ 15000 et seq.: "CEQA Guidelines ").
NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF
LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
SECTION 1. The foregoing recitals are true and correct and are incorporated as
substantive findings of the Agency by this reference.
SECTION 2. The Agency hereby authorizes the Executive Director to provide a
loan from the Agency's Housing Fund in an amount not to exceed $4,039,000 to
BRIDGE, or to an affiliated entity approved by the Executive Director and Agency
Counsel, to be used for costs and expenses approved by the Executive Director, or his
designee, which are customarily incurred and shall have been actually incurred by
BRIDGE for the development of Pottery Court and shall include, without limitation,
property acquisition costs; demolition costs; relocation payments; construction costs;
construction and design fees; architectural and engineering costs and fees;
development impact fees; off -site improvements and permits; building permits; and such
other costs, fees and expenses, as approved by the Executive Director, or his designee.
SECTION 3. The making of the Housing Fund loan shall be contingent on and
subject to compliance by BRIDGE with all applicable laws in connection with land
acquisition and assembly, application of project entitlements, construction and
operation, including (without limitation) applicable provisions of the California Relocation
Assistance Act (Government Code Section 7260, et seq. and the implementing
regulations thereto in 25 California Code of Regulations Section 6000, et seq.), the
notice and hearing requirements of Section 33433 of the CRL relating to the disposition
of Agency property that is anticipated to result from implementation of Pottery Court,
CEQA and the CEQA Guidelines, and all Subdivision and Zoning regulations under the
Lake Elsinore Municipal Code.
SECTION 4. The Housing Fund loan shall be for a maximum of 58 years, with
an interest rate of 3 percent per year, with repayment from surplus cash flow from the
Pottery Court and other available funds during the term of the loan with the balance due
at the end of the term, or on such other repayment terms and schedule as the Executive
Director and Agency Counsel determine are in the best interests of the Agency and
Pottery Court.
Agenda Item No. 6
Page 8 of 10
SECTION 5. As a condition of the Housing Fund loan, the Agency will require
that appropriate restrictions on occupancy, rents and operations be recorded against
the Pottery Court property pursuant to Sections 33334.3 and 33413 of the CRL.
SECTION 6. As a condition of the Housing Fund loan, the Agency will require
that the loan be secured by a Deed of Trust which will be recorded against the Pottery
Court property.
SECTION 7. The commitment of Agency Housing Funds to Pottery Court shall
be for a period of no more than 24 months from the date of this Resolution, and the
Housing Fund loan shall be contingent of the developer's success in securing
commitments for the full project funding, or other assurances of adequate project
funding the Executive Director and Agency Counsel deems sufficient within his
discretion, within this reservation period.
SECTION 8. The Agency Board consents to the proposed retention of Overland
Pacific & Cutler, Inc. as a qualified relocation consultant by BRIDGE to assist in
compliance with the provision and administration of relocation assistance and benefits
to eligible persons and households who may be temporarily or permanently displaced
due to the implementation of Pottery Court; provided, however, that BRIDGE shall
submit all written correspondence and all proposed assistance to the Executive Director
or his designee for approval prior distribution to potential displacees and shall keep the
Executive Director informed of the status of all relocation activities.
SECTION 9. The Agency Board hereby finds and determines that the Agency's
commitment of Agency Housing Funds to BRIDGE for Pottery Court is not an "approval"
within the meaning of the word set forth in CEQA Guidelines section 15352 in that the
Agency has not committed itself to a definite course of action in regard to a project. A
project description does not yet exist. Nevertheless, CEQA analysis will be conducted
at such time that Agency and BRIDGE reach an agreement regarding the specifics of
the Housing Fund loan terms and the specifics of the scope of development of Pottery
Court. At that time, the Agency will have before it a clear project description that will
lead to meaningful environmental review. (See Save Tara v. City of West Hollywood
(2008) 2008 WL 4741084; Concerned McCloud Citizens v. McCloud Community
Services Dist. (2007) 147 Cal. App. 4th 181.)
SECTION 10. The Agency hereby finds and determines that Pottery Court is
consistent with the CRL, the Redevelopment Plan for the Lake Elsinore Rancho Laguna
Redevelopment Project Area No. I (the "Redevelopment Plan "), and the Agency's
Redevelopment and Housing Implementation Plan 2005 -2009 (the "Implementation
Plan ").
SECTION 11. That the making of the Housing Fund loan shall be contingent on
and subject to such other appropriate terms and conditions as the Executive Director
and Agency Counsel may establish.
SECTION 12. All loan documents shall be reviewed and approved by Agency
Agenda Item No. 6
Page 9 of 10
Counsel for form and legality prior to execution.
SECTION 13. Subject to all applicable laws, including all notice and hearing
requirements relating to Pottery Court, the Agency hereby authorizes the Executive
Director and Agency Counsel as agents of the Agency to conduct negotiations, execute
documents, administer the Housing Fund loan, and take any other action with respect to
the loan and Pottery Court consistent with this Resolution and its basic purpose.
PASSED, APPROVED AND ADOPTED this 11th day of November 2008, by the
following vote:
AYES: BOARDMEMEBERS:
NOES: BOARDMEMEBERS:
ABSENT: BOARDMEMEBERS:
ABSTAIN: BOARDMEMEBERS:
THOMAS BUCKLEY, CHAIRMAN
ATTEST:
AGENCY SECRETARY
APPROVED AS TO FORM:
BARBARA LEIBOLD, AGENCY COUNSEL
Agenda Item No. 6
Page 10 of 10