HomeMy WebLinkAbout0010_3_Purchase of Properties - Exhibit B AgreementOWNER:SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF LAKE ELSINORE, a public
body, corporate and politic
APN(S):374-062-005; 374-062-006; 374-062-015; [374-062-020]; 374-
162-039; 374-162-041; 374-162-043; 374-162-045; 374-162-047;
374-162-049; 374-162-051; 374-162-053; 374-162-055; 374-162-
057; 374-162-059; 374-162-061
ESCROW/TITLE NO.:First American Title Insurance Company
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”), dated for identification purposes only as of
January __, 2017, is made by and between the CITY OF LAKE ELSINORE, a California
municipal corporation, in its capacity as the successor to the housing assets and functions of the
former Redevelopment Agency of the City of Lake Elsinore under Health and Safety Code
Section 34176(a)(1) (“Buyer”), on the one hand, and the SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body,
corporate and politic (collectively, the “Seller”), on the other hand. This Agreement is for
acquisition by the Buyer of certain real property hereinafter set forth in Attachment No. 1 to
Exhibit “A” and is made on the basis of the following facts, intentions and understandings.
RECITALS
A.Seller is the present owner of that certain unimproved real property located in the
City of Lake Elsinore, California, generally described as Assessor’s Parcel Nos. 374-062-005;
374-062-006; 374-062-015; [374-062-020]; 374-162-039; 374-162-041; 374-162-043; 374-162-
045; 374-162-047; 374-162-049; 374-162-051; 374-162-053; 374-162-055; 374-162-057; 374-
162-059; 374-162-061 and more particularly described in Attachment No. 1 to Exhibit “A”
(collectively, the “Property”).
B.Seller is charged with implementing recognized enforceable obligations and
winding down of the affairs of the former Redevelopment Agency of the City of Lake Elsinore
(the “Agency”) in accordance with the California Health and Safety Code.
C.California Health & Safety Code Sections 34177(e) and 34181(a) require Seller to
dispose of all assets and properties of the former Agency expeditiously and in a manner aimed at
maximizing value.
D.Buyer has proposed to purchase the Property at the value identified in two
appraisals dated June 20, 2016, which Seller believes to be the highest and best value for the
Property.
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E.Seller desires to convey fee simple absolute title in the Property to Buyer in
accordance with the terms and conditions of this Agreement, and Buyer desires to acquire the
Property in accordance with this Agreement.
AGREEMENT
NOW, THEREFORE,for good and valuable consideration, receipt of which is
acknowledged, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE; PURCHASE PRICE; AFFORDABLE HOUSING PURPOSE;
USE OF PROCEEDS
1.1 Purchase and Sale. Buyer agrees to purchase the Property from Seller and Seller
agrees to sell the Property to Buyer, on and subject to the conditions, covenants and terms
contained in this Agreement.
1.2 Purchase Price. The purchase price shall be Seven Hundred Twenty Thousand
Dollars ($720,000.00) (the “Purchase Price”). The Purchase Price of the Property is the fair
market value of the Property, as determined by appraisals prepared by a third party, licensed
appraiser.
1.3 Affordable Housing Purpose. Buyer desires to purchase the Property for
affordable housing purposes. Buyer will utilize funds held in the Low and Moderate Income
Housing Asset Fund created in accordance with Health and Safety Code Section 34176 (d) for
payment of the Purchase Price. The Property shall be utilized by Buyer in accordance with the
Community Redevelopment Law (Part 1(commencing with Section 33000)), as amended by
Health and Safety Code Section 34176.1, and, in particular, for the development of affordable
housing in accordance with Health and Safety Code Section 34176.1(a)((3)(A).
1.4 Use of Sale Proceeds by Seller. In accordance with California Health & Safety
Code Sections 34177(e) and 34181(a), the net proceeds of the Purchase Price, after reduction for
the costs of sale of the Property such as appraisal, title and escrow fees, shall be used to pay
enforceable obligations on an approved Recognized Obligation Payment Schedule. Any excess
shall be transferred to the Riverside County Auditor-Controller for distribution as property tax
proceeds.
ARTICLE II
ESCROW
2.1 Open Escrow. Within five (5) days after the execution of this Agreement by
both parties, Seller and Buyer shall open escrow (“Escrow”) with First American Title Insurance
Company (the “Escrow/Title Company”) located at 43620 Ridge Park Drive, Suite 200,
Temecula, CA 92590, Attention: Debra Fritz.
2.2 Close of Escrow. The “Close of Escrow” shall mean the time and day the Grant
Deeds are filed for record with the Riverside County Recorder, which shall be on or before forty-
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five (45) days after the opening of Escrow (“Closing Date”). The Close of Escrow shall be in
accordance with Article IV of this Agreement.
2.3 Escrow Instructions. This Agreement shall constitute joint primary escrow
instructions to the Escrow/Title Company; provided, however, that the parties shall execute such
additional instructions as requested by the Escrow/Title Company not inconsistent with the
provisions hereof. In the event of any inconsistency between such escrow instructions and this
Agreement, this Agreement shall control the rights and obligations of the parties.
ARTICLE III
CONDITIONS PRECEDENT
The purchase and sale under this Agreement shall be subject to the satisfaction of the
conditions precedent set forth in this Article III (unless waived in writing by the party to whom
the benefit of such condition runs) on or before the Closing Date or such earlier date as is
specified in this Agreement, each of which conditions shall be a covenant of the party required to
perform such condition.
3.1 Conditions to Buyer’s Obligations and Due Diligence Period.
A.Delivery of Title and Title Insurance. Seller shall convey title to the
Property to Buyer at the Close of Escrow, subject only to Permitted Exceptions. The term
“Permitted Exceptions” shall mean: (i) liens for real property taxes shown as exceptions in the
Title Report provided that the taxes are not delinquent; (ii) the standard exclusions to coverage
under Escrow/Title Company’s ALTA Extended Coverage Owner’s Policy of Title Insurance
(“Title Policy”); and (iii) any other lien, encumbrance, title exception or defect that appears in
the Title Report which Buyer has approved or which is caused by Buyer prior to the Close of
Escrow. Notwithstanding the foregoing, in no event shall the following be considered Permitted
Exceptions: deeds of trust or mortgages; judgments; mechanics' and materialmen's liens; tax
liens; or liens, encumbrances or other title matters created by Seller after the date of this
Agreement without the prior written consent of Buyer. Buyer agrees that Seller’s obligation to
convey title to Buyer shall be deemed satisfied upon Escrow/Title Company’s willingness to
issue the Title Policy subject only to the Permitted Exceptions.
B.Delivery of Title Report. Within five (5) days following the opening of
Escrow and at Buyer’s expense, Escrow/Title Company shall deliver to Buyer a preliminary title
report for the Property (“Title Report”) together with copies of any exceptions referred to in
Schedule B of the Title Report.
C.Due Diligence Period. Buyer shall have thirty (30) days after the opening
of Escrow (the “Due Diligence Period”) to review the exceptions, legal descriptions and other
matters contained in the Title Report. Seller shall deliver to Buyer during the Due Diligence
Period any other documents relating to the Property to the extent they are requested by Buyer
and reasonably available to Seller. Buyer shall promptly provide to Seller a copy of all reports.
If the Buyer reasonably determines within the Due Diligence Period that the condition of title or
the condition of the Property is not satisfactory for any reason, Buyer may elect to terminate this
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Agreement by promptly notifying the Seller and Escrow/Title Company in writing of its decision
to terminate.
D.Representations and Warranties. Each of the representations and
warranties by Seller contained in Section 8.1 was true and correct in all material respects as of
the date made and continues to be true and correct in all material respects as of the Close of
Escrow.
E.Delivery of Close of Escrow Documents. Execution, delivery and
acknowledgement as appropriate by Seller of the Close of Escrow documents set forth in
Section 4.1B(i)and other necessary Close of Escrow documents as may be reasonably requested
by Buyer or Escrow/Title Company.
F.No Material Change. No material change in the status of the use, title,
occupancy or physical condition of the Property, unless caused by Buyer or its agents, shall have
occurred with respect to the Property prior to Close of Escrow that has not been approved in
writing by Buyer, which approval can be withheld in Buyer’s sole discretion. Additionally,
Seller shall (i) maintain its existing insurance policies in full force and effect; (ii) provide prompt
written notice to Buyer of any casualty or condemnation affecting any portion of the Property
after the date of this Agreement; (iii) deliver to Buyer, promptly after receipt by Seller, copies of
all notices of violation issued by any governmental authority with respect to the Property
received by Seller after the date of this Agreement; (iv) advise Buyer promptly of any litigation,
arbitration or other judicial or administrative proceeding which concerns or affects the Property;
and (v) comply in material respects with the requirements of all contracts, licenses, permits,
approvals, guaranties and warranties.
G.Seller Performance. Seller shall have performed each and every
undertaking, covenant and agreement required to be performed by Seller under this Agreement
prior to or at the Close of Escrow.
3.2 Conditions to Seller’s Obligations.
A.Delivery of Purchase Price. Buyer shall have deposited the Purchase Price
with Escrow/Title Company.
B.Representations and Warranties. Each of the representations and
warranties by Buyer contained in Section 8.2 below shall be determined to have been true and
correct in all material respects as of the date made and shall continue to be true and correct in all
material respects as of the Close of Escrow.
C.Delivery of Close of Escrow Documents. Execution, delivery and
acknowledgement as appropriate by Buyer of the Close of Escrow documents set forth in
Section 4.1B(ii) and other necessary Close of Escrow documents as may be reasonably requested
by Buyer with Escrow/Title Company.
D.Buyer Performance. Buyer shall have performed each and every
undertaking, covenant and agreement required to be performed by Buyer under this Agreement
prior to or at the Close of Escrow.
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3.3 Failure of Conditions. The failure of Seller or Buyer to satisfy any of the
conditions precedent contained in this Article III within the times specified in this Agreement
shall constitute a default hereunder and unless such conditions are waived or the time for
satisfaction extended by the party to whose benefit the conditions run, the party to whose benefit
the conditions run shall have the right to terminate this Agreement by delivering written notice to
the other party and Escrow/Title Company.
ARTICLE IV
CLOSE OF ESCROW
4.1 Close of Escrow. The purchase and sale of the Property shall be consummated
on or prior to the Closing Date in accordance with the following:
A.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 of
Close of Escrow set forth herein have been satisfied or waived, Escrow/Title Company shall
immediately close Escrow as provided below.
B.Close of Escrow Documents.
(i)Seller. No later than the day prior to the Closing Date, Seller shall
duly execute and acknowledge as appropriate and deliver to Escrow/Title Company the
following:
(a)One or more grant deeds (“Deeds”) conveying the Property
to Buyer in substantially the form attached to this Agreement as Exhibit A;
(b)A Non-foreign Entity Affidavit (“Affidavit”), in the form
attached to this Agreement as Exhibit B, pursuant to Section 10.2; and
(c)Such documents and instruments as Escrow/Title Company
may reasonably require to evidence the due authorization and execution of the documents and
instruments to be delivered by Seller under this Agreement and to issue the Title Policies.
The obligations of Seller to deliver documents and instruments into Escrow in accordance
with this Section 4.1B(i)are separate, independent covenants of Seller and shall not be
conditioned upon Buyer’s deliveries in accordance with Section 4.1B(ii).
(ii)Buyer. No later than the day prior to the Closing Date, Buyer shall
duly execute and acknowledge as appropriate and deliver to the Escrow/Title Company the
following:
(a)The amount of the Purchase Price, less the Deposit, if any;
(b)A Change of Ownership Statement, as required by
Escrow/Title Company or Escrow/Title Company;
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(c)Such documents and instruments as Escrow/Title Company
may reasonably require to evidence the due authorization and execution of the documents and
instruments to be delivered by Buyer under this Agreement and to issue the Title Policy.
The obligations of Buyer to deliver funds, documents and instruments into Escrow under
this Section 4.1B(ii) shall be separate, independent covenants of Buyer and shall not be
conditioned upon Seller’s deliveries in accordance with Section 4.1B(i).
C.Close of Escrow Procedure. At such time as the Escrow/Title Company
has received all of the items specified in Section 4.1B, and at such time as Escrow/Title
Company is prepared to issue the Title Policy in accordance with Section 3.1B, Buyer and Seller
hereby authorize and instruct Escrow/Title Company to: (i) cause Escrow/Title Company to
record the Deeds, and issue the Title Policies to Buyer; (ii) pay any applicable recordation fees
and transfer taxes; (iii) compute pro-rations relating to the Property for the accounts of Seller and
Buyer; (vi) pay to Seller an amount equal to the Purchase Price, less any pro-rations chargeable
to Seller and any amounts payable by Seller to Escrow/Title Company for its services and
expenditures in connection with this Agreement; (iv) pay to Buyer the balance of the funds then
held by Escrow/Title Company, less any pro-rations chargeable to Buyer and any amounts
payable by Buyer to Escrow/Title Company for its services and expenditures in connection with
this Agreement; and (vii) deliver to Buyer and Seller a conformed copy of the Deeds showing the
recording information.
4.2 Fees; Expenses; Prorations.
A.Fees, Expenses, Transfer Taxes.
(i)Seller. Seller shall pay or satisfy, as applicable: (a) all
documentary transfer taxes imposed in connection with the recording of the Deed; (b) Escrow
fees; (c) the cost of the Title Policy for Buyer in the amount of the Purchase Price; (d) the
reasonable expenses previously incurred by Seller for purposes of obtaining an appraisal or
similar market comparison analysis; (c) the cost of recording the Deed and all other documents
recorded at the Close of Escrow; and (d) any other customary fees and charges and expenditures
authorized by Buyer; and (e) any other customary fees and charges and expenditures authorized
by Seller.
(ii)Buyer. Buyer shall have the right to procure an ALTA Extended
Coverage Owner’s Policy of Title Insurance (“ALTA Policy”) and Buyer shall pay for the
increased cost of such ALTA Policy above the cost of the Title Policy, the cost of any survey
that the Escrow/Title Company requires for issuance of an ALTA Policy and for the cost of any
other increase in the amount or scope of title insurance if Buyer elects to increase the amount or
scope of title insurance coverage or to obtain endorsements to the Title Policy or ALTA Policy.
All other costs, if any, shall be apportioned between Buyer and Seller in the customary manner
for real estate transactions in the County of Riverside, State of California.
B.Real Property Taxes and Assessments. All real property taxes and
assessments for the fiscal years of the taxing and assessing authorities in which the Close of
Escrow occurs shall be prorated on the basis of a three hundred sixty-five (365) day year at the
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Close of Escrow with appropriate debits and credits to the accounts of Buyer and Seller so that
Seller shall be responsible for paying all of the same, to the extent duly allocable to the period
ending on the day immediately prior to the Closing Date and Buyer shall be responsible for
paying all of the same (if any shall be due), to the extent duly allocable to the period
commencing upon the Closing Date.
C.Commissions. Buyer and Seller represent and warrant to each other that
no person or entity may claim or is entitled to a real estate commission, finder’s fees or any
similar payments with respect to this Agreement or the sale of the Property. Buyer and Seller
shall each protect, defend, indemnify and hold the other harmless from and against all such
claims for real estate commissions, finder’s fees or any similar payments with respect to the sale
of the Property in accordance with this Agreement.
ARTICLE V
BREACH
5.1 General. If either party breaches its obligations under this Agreement prior to the
Close of Escrow, then the other party may, without terminating this Agreement, suspend
performance by giving written notice to the other party until such breach is cured by the other
party. Except for Seller’s and Buyer’s respective delivery obligations under Article IV,
including, without limitation, Buyer’s delivery to the Escrow/Title Company of the Purchase
Price, neither party shall be in default under this Agreement unless it fails to cure a breach of
such party’s obligations under this Agreement within twenty-four (24) hours after receipt of
written notice of such breach from the non-breaching party. Nothing contained in this
Agreement is intended nor shall permit any party in default to terminate this Agreement or the
Escrow provided for in this Agreement as a result of such default.
5.2 Termination. If either party breaches any of its obligations under this Agreement
prior to the Close of Escrow and fails to cure such breach within twenty-four (24) hours after
receipt of written notice from the other party, then the non-defaulting party may terminate this
Agreement by written notice to the defaulting party and to the Escrow/Title Company.
Termination of this Agreement shall be without prejudice as to whatever legal rights the party
may have against the other arising out of this Agreement. If neither party has fully complied
with the provisions of Escrow and notice has not been delivered pursuant to Section 5.1, then
Escrow/Title Company shall proceed with the Close of Escrow as soon as possible.
ARTICLE VI
CONDITION OF PROPERTY
6.1 “As Is” Condition. The Property is purchased and sold in “AS IS” condition.
Buyer, as specified in Section 3.1C, has or shall have inspected and conducted tests, inspections,
investigations and studies of the Property as Buyer, in Buyer’s discretion, deems necessary.
Buyer represents that it is acting and will act only upon information obtained by it from its own
inspection and investigation of the Property and upon the express representations of Seller
contained in this Agreement.
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ARTICLE VII
REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations and Warranties. In consideration of Buyer’s entering
into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the
following covenants, representations and warranties, each of which is material and is being relied
upon by Buyer (and the continued truth and accuracy of which shall constitute a condition
precedent to Buyer’s obligations hereunder):
A.Authority. Seller has the full power and authority to sell the Property, and
this Agreement has been duly and validly authorized, executed and delivered by Seller and no
other authorization or third party consent is requisite to the valid and binding execution, delivery
and performance of this Agreement by Seller.
B.Encumbrances. Seller is the owner of the fee interest in the Property free
and clear of all liens, encumbrances and other matters other than those set forth in the Title
Policy and the Property is not subject to any outstanding contract of sale, right of first refusal or
purchase option, in favor of any person or entity, except Buyer. Seller will not sell, lease,
sublease, assign, mortgage or otherwise encumber the Property without Buyer’s prior written
approval, which may be withheld in Buyer’s sole discretion.
C.Representations. All representations and warranties of Seller set forth in
this Agreement shall be true on and as of the Close of Escrow as if those representations and
warranties were made on and as of such time.
D.Legal Power. The individuals executing this Agreement and the
instruments referenced herein on behalf of Seller, have the legal power, right and actual authority
to bind Seller to the terms and conditions hereof and thereof.
E.No Breach. There are no contracts or agreements relating to the leasing,
operation and maintenance of the Property which will be effective as to the Property following
the Close of Escrow. There are no agreements, rights or agreements under which any third
person or party has any right or option to purchase the Property. This Agreement and all
documents required hereby to be executed by Seller are and shall be valid, legally binding
obligations of and enforceable against Seller in accordance with their terms, subject only to the
applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws or equitable
principles effecting or limiting the rights of contracting parties generally. To Seller’s
knowledge, neither the execution and delivery of this Agreement and the documents referenced
herein, nor the incurrence of the obligations set forth herein, nor the consummation of the
transactions herein contemplated, nor compliance with the terms of this Agreement and the
documents reference herein, result in the breach of any terms, conditions or provisions of, or
constitute a default under, any bond, note, or other evidence of indebtedness or any contract,
indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or
instruments to which Seller is a party or effecting the Property.
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F.Litigation. There are no suits, claims, foreclosure proceedings, property
tax protests, zoning or other administrative proceedings that are pending or, to the best of
Seller’s knowledge, threatened with respect to or in any manner affecting the Property.
G.Condemnation; Eminent Domain. Seller has neither received any written
notice from a governmental authority, nor has any knowledge of any action regarding eminent
domain proceedings for the condemnation of all or any portion of the Property. To Seller’s
knowledge, Seller has not received any written notices of violations, including, without
limitation, any environmental law violations, that still exist from any municipal or governmental
bodies regarding the Property.
H.Due Diligence. Seller has delivered to Buyer complete legible copies of
all the material documents pursuant to Section 3.1C. concerning the Property in Seller’s
possession or under its control.
I.Environmental Laws. To Seller’s knowledge, Seller has not received
written notice from any governmental authority that the Property or the use or operation thereof
are in violation of any Environmental Laws, and to Seller’s knowledge, no such written notice
has been issued and, to Seller’s knowledge, no violation of any Environmental Laws has
occurred. To Seller’s knowledge, no part of the Property has ever been used by any person or
entity to refine, produce, use, store, handle, transfer, process, transport or dispose of any
Hazardous Substances.
7.2 Buyer’s Representations, Warranties and Covenants. In consideration of
Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer,
Buyer makes the following representations, warranties and covenants, each of which is material
and is being relied upon by Seller (the continued truth and accuracy of which shall constitute a
condition precedent to Seller’s obligations hereunder):
A.Authority. Buyer has the full power and authority to buy the Property, and
this Agreement has been duly and validly authorized, executed and delivered by Buyer and no
other authorization or third party consent is requisite to the valid and binding execution, delivery
and performance of this Agreement by Buyer.
B.Representations. All representations and warranties of Buyer set forth in
this Agreement shall be true on and as of the Close of Escrow as if those representations and
warranties were made on and as of such time.
ARTICLE VIII
CONDEMNATION, DAMAGE AND DESTRUCTION
8.1 Condemnation. If, between the date of this Agreement and the Closing Date,
condemnation or eminent domain proceedings affecting any portions of the Property are initiated
or are threatened to be initiated by any entity other than Buyer, then, Buyer shall have the right to
either: (i) affirm this Agreement, which shall remain in full force and effect without any
diminution of the Purchase Price and Seller shall assign to Buyer upon the Closing Date all of
Seller’s rights to any condemnation awards by depositing an assignment of said award with the
Escrow/Title Company; or (ii) subject to and conditioned on Buyer’s compliance with the
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remaining provisions of this Section 8.1, terminate this Agreement and neither party shall have
any further obligations or liabilities to each other, except that Buyer’s indemnity obligations
under this Agreement shall survive any such termination. Buyer shall not propose, institute,
cooperate with or permit any condemnation of all or any part of the Property prior to the Close of
Escrow.
8.2 Damage and Destruction. If, between the date of this Agreement and the
Closing Date, any portion of the Property is materially damaged or destroyed, then Buyer shall
have the option by written notice to Seller to: (i) terminate this Agreement and Buyer shall have
no obligation to purchase the Property and Seller shall have no obligation to sell the Property to
or (ii) affirm this Agreement, which shall remain in full force and effect without delaying the
Close of Escrow and without diminution of the Purchase Price.
ARTICLE IX
MISCELLANEOUS
9.1 No Foreign Investors. Seller warrants and represents to Buyer that Seller is not a
foreign individual, foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations). Seller shall
execute and deliver to Buyer at the Close of Escrow the Affidavit certifying the representations
and warranties made pursuant to this Section.
9.2 Attorneys’ Fees. If any action, proceeding or arbitration is brought to interpret or
enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the
other party, in addition to all other damages, all costs and expenses of such action, proceeding or
arbitration, including but not limited to actual attorneys’ fees (including the allocated costs of in-
house counsel), witness fees’ and court costs. The phrase “prevailing party” as used in this
Section shall mean the party who receives substantially the relief desired whether by dismissal,
summary judgment or otherwise. The terms of this Section shall survive the Close of Escrow
and shall not be merged with the Deed.
9.3 Notices. All notices and requests under this Agreement shall be in writing and
shall be sent by personal delivery, facsimile or e-mail (with hard copy to follow the next business
day by overnight mail), by nationally recognized overnight mail carrier such as FedEx or
delivered in person to the following street addresses:
SELLER:Successor Agency to the
Redevelopment Agency
of the City of Lake Elsinore
130 S. Main Street
Lake Elsinore, CA 92530
Attn: Grant Yates, City Manager
Telephone: (951) 674-3124 ext. 361
Facsimile: (951) 674-2392
E-Mail: gyates@Lake-Elsinore.org
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With a copy to:Leibold McClendon & Mann PC
9841 Irvine Center Drive, Suite 230
Irvine, CA 92618
Attention: Barbara Leibold
Telephone: (949) 585-6300 ext. 101
Facsimile: (949) 585-6305
E-Mail: barbara@ceqa.com
BUYER:City of Lake Elsinore
130 S. Main Street
Lake Elsinore, CA 92530
Attn: Grant Yates, City Manager
Telephone: (951) 674-3124 ext. 361
Facsimile: (951) 674-2392
E-Mail: gyates@Lake-Elsinore.org
With a copy to:Leibold McClendon & Mann PC
9841 Irvine Center Drive, Suite 230
Irvine, CA 92618
Attention: Barbara Leibold
Telephone: (949) 585-6300 ext. 101
Facsimile: (949) 585-6305
E-Mail: barbara@ceqa.com
Escrow/Title Company:First American Title Insurance Company
43620 Ridge Park Drive, Suite 200
Temecula, CA 92590
Attention: Debra Fritz
Telephone: (951) 296-2948
E-Mail: dfritz@firstam.com
All notices shall be effective upon the earlier of personal delivery or receipt of a facsimile
confirmation statement, if sent by facsimile, or receipt of confirmation of delivery, if delivered
by e-mail or a nationally recognized overnight mail carrier. Either party may change its address
or designate a new street address for notices under this Agreement by notice complying with the
terms of this Section.
9.4 Cooperation. Buyer and Seller shall reasonably cooperate with the other in
connection with the requirements imposed by this Agreement and agree to cooperate with each
other by executing such other documents or taking such other action as may be reasonably
necessary in accordance with the intent of the parties as evidenced by this Agreement, provided
such documents do not create any additional liability or expense for such party not contemplated
by this Agreement.
9.5 Survival. Buyer’s and Seller’s representations, warranties and obligations under
this Agreement shall survive the Close of Escrow and shall not be merged into or defeated by the
execution, delivery or recordation of the Deed given in connection with this Agreement.
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9.6 Interpretation. This Agreement shall be construed and enforced in accordance
with the laws of the State of California as applicable to contracts entered into in California
among parties doing business therein. This Agreement contains the entire agreement between
the parties respecting the purchase and sale of the Property and supersedes all prior negotiations,
discussions, understandings and agreements, both oral and written, between the parties with
respect to such matters. This Agreement shall not be effective between the parties until the date
this Agreement is executed and delivered into Escrow by both Seller and Buyer. This
Agreement may not be modified or amended in any way except by a writing executed by both
Buyer and Seller. The section headings of this Agreement are for convenience only and are not
to be construed as part of this Agreement and do not in any way amplify or define the terms,
conditions, and covenants of this Agreement and shall not be used in construction or
interpretation of this Agreement. There are no third-party beneficiaries to this Agreement.
Unless the context otherwise indicates, whenever used in this Agreement, the word “party” or
“parties” means Buyer or Seller or both, as the context may require. Time is of the essence in
the performance of each term of this Agreement.
9.7 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefits of the successors and assigns of the parties to this Agreement. In no event shall Buyer
have any right to delay or postpone the Close of Escrow to create a partnership, corporation or
other form of business association or to obtain financing to acquire title to the Property or to
coordinate with any other sale, transfer, exchange or conveyance.
9.8 Severability. If any term or provision of this Agreement is determined to be
invalid or unenforceable, the remaining terms and provisions shall not be affected thereby and
shall remain in full force and effect to the maximum extent permitted by law.
9.9 Dates. Whenever any determination is to be made or action is to be taken on a
date specified in this Agreement, if such date shall fall on Saturday, Sunday or legal holiday
under the laws of the State of California, then in such event said date shall be extended to the
next day which is not a Saturday, Sunday or legal holiday.
9.10 Counterparts; Telefacsimile Execution. This Agreement may be executed in
counterparts, all of which shall constitute the same Agreement, notwithstanding that all parties to
this Agreement are not signatory to the same or original counterpart.
9.11 No Assumption of Seller's Liabilities. Buyer is acquiring only the Property
from Seller and is not the successor of Seller. Except only for the obligations accruing after the
Closing Date or assumed in writing by Buyer, Buyer does not assume or agree to pay, or
indemnify Seller or any person or entity against any liability, obligation or expense of Seller or
relating to the Property.
9.12 Limitation of Liability. No advisor, trustee, director, officer, partner, member,
employee, beneficiary, shareholder, participant or agent of or in Seller or Buyer shall have any
personal liability, directly or indirectly, under or in connection with this Agreement or any
agreement made or entered into under or pursuant to the provisions of this Agreement, or any
amendment or amendments to any of the foregoing made at any time or times, heretofore or
hereafter. The terms of this Section survive the Close of Escrow or termination of this
Agreement.
@BCL@30050B89 13
9.13 Indemnification; Limitation on Liability. Seller hereby agrees to indemnify,
defend and hold Buyer harmless from and against any claims, damages, demands, liabilities,
losses, judgments, expenses and attorneys’ fees and/or costs resulting from any material breach
of this Agreement by Seller, including, without limitation, the falsity of any representation or
warranty made by Seller contained in this Agreement. 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.
9.14 Tax and legal advice. Seller represents and warrants that the buyer has not
provided tax or legal advice to seller in connection with this agreement. Seller further represents
and warrants that they have been advised of their right to legal counsel and tax advice and have
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 agreements required hereby, or have
knowingly and voluntarily decided not to consult with legal counsel or a tax advisor of his/her
choosing.
9.15 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.
9.16 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
thirteen (13) pages, a signature page (Page 14) and two (2) exhibits including Exhibit “A”, form
of Grant Deed, and Exhibit “B”, Seller’s form of Certification of Non-Foreign Status.
[Signatures on next page]
@BCL@30050B89 14
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”
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF LAKE ELSINORE, a public body,
corporate and politic
Dated:By:
Its:_____________________________
“BUYER”
CITY OF LAKE ELSINORE, a California
municipal corporation, in its capacity as successor
to the housing assets and functions of the former
Redevelopment Agency of the City of Lake
Elsinore under Health and Safety Code Section
34176(a)(1)
Dated:By:
________________________, Mayor
APPROVED AS TO FORM:
LEIBOLDMCCLENDON &MANN,P.C.
By: _________________________________
Barbara Leibold, City Attorney
[signatures continued on next page]
@BCL@30050B89 15
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: ____________________________
@BCL@30050B89 Exhibit “A”
EXHIBIT “A”
GRANT DEED
WHEN RECORDED MAIL AND
MAIL TAX STATEMENTS TO:
CITY OF LAKE ELSINORE
130 So. Main Street
Lake Elsinore, CA 92530
DOCUMENTARY TRANSFER TAX $ NONE
FREE RECORDING REQUESTED PURSUANT
TO GOV’T CODE SECTION 27383
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
LAKE ELSINORE, a public body, corporate and politic (“Seller”), hereby GRANT(S) to the
CITY OF LAKE ELSINORE, a California municipal corporation (“Buyer”), the real property
referred to as APN No. 374-062-005; 374-062-006; 374-062-015; [374-062-020]; 374-162-039;
374-162-041; 374-162-043; 374-162-045; 374-162-047; 374-162-049; 374-162-051; 374-162-
053; 374-162-055; 374-162-057; 374-162-059; 374-162-061 and described as:
SEE ATTACHMENT NO. 1 TO EXHIBIT “A”
ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
“SELLER”
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF LAKE ELSINORE, a public body,
corporate and politic
Dated:By:
Its:___________________________________
@BCL@30050B89 Attachment No. 1 to Exhibit A
1
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:
Property Identification
The subject property is a 1.37+ net acre parcel (59,534+ square feet, according to the assessor’s
map) of residential zoned land identified as Riverside County Assessor’s Parcel Number 374-
062-005, 006, 015 and 020 and located at 401 N. Spring Street in the City of Lake Elsinore. The
site is vacant land. The proposed acquisition is for the entire site (total taking).
Legal Description and Ownership
APN 374-062-005, 006, 015 and 020 is under the ownership of the Redevelopment Agency of
the City of Lake Elsinore. The legal description (from the Grant Deed) is:
Parcel 1:
Lots 2, 4, 6, 8 and 10 in Block 82 of Heald’s Resubdivision of Blocks 51 and 54 to 86 inclusive
of Elsinore as shown by map on file in Book 8 page 378 of maps, San Diego County Records.
EXCEPTING therefrom the following described property:
Beginning at the Southwest corner of Lot 2, Block 82 as said lot and block are shown on Heald’s
Resubdivision of Blocks 51 and 54 thru 86 inclusive of Elsinore as shown by map on said
resubdivision on file in Book 8 page 378 of maps, San Diego County Records: THENCE
Easterly along the Southerly line of said Lot 2 and along the Northerly line of Pottery Street, as
shown on said maps, a distance of 110 feet; THENCE Northerly to a point in the Southerly line
of Lot 12 of Block 82 as shown on said map, said point being distant 80 feet Easterly, as
measured along the Southerly line of said Lot 12 from the Easterly line of Riley Street, as shown
on said map; THENCE continuing Northerly to the Northwest corner of Lot 24 as shown on said
map; THENCE Southerly along the Easterly line of said Riley Street to the point of beginning.
Parcel 2:
Lot 7 in Block 82 of Heald’s resubdivision of Blocks 51 and 54 to 86 inclusive of Elsinore as
shown by map on file in Book 8 page 378 of maps, San Diego County Records.
EXCEPTING therefrom that portion as described in the deed to the Elsinore, Pomona and Los
Angeles Railway Company, recorded April 11, 1896 in Book 48 page 148 of deeds, Riverside
County Records.
@BCL@30050B89 Attachment No. 1 to Exhibit A
2
Parcel 3:
Lot 9 in Block 82 of Heald’s resubdivision of Block 51 and 54 to 86 inclusive of Elsinore as
shown by map on file in Book 8 page 378 of maps, San Diego County Records.
EXCEPTING therefrom that portion as described in the deed to the Elsinore, Pomona and Los
Angeles Railway Company, recorded February 27, 1896 in Book 32 page 371 of deeds,
Riverside County Records.
Parcel 4:
Lots 1, 3, and 5 in Block 82 of the Townsite of Elsinore, as per map of Heald’s Resubdivision of
said Block 82 in the City of Elsinore, County of Riverside, State of California, as per map
recorded in Book 8 page 378 of maps, in the office of the county recorder of San Diego County.
EXCEPT that portion included in the right of way of the Elsinore, Pomona and Los Angeles
Railroad Company, as per deed recorded in Book 50 page 235 of deeds, records of Riverside
County, California.
ALSO EXCEPTING from Lot 1 the Southerly 10 feet as granted to the City of Lake Elsinore by
deed recorded February 28, 1985 as Instrument No. 412321.
Excepting therefrom all oil, gas and other hydrocarbons, geothermal resources as defined in
Section 6903 of the California Public Resources Code and all other mineral, whether similar to
those herein specified or not, within or that may be produced from said real property; provided
however, that all rights and interest in the surface of said real property are hereby conveyed to
grantee, no right or interest of any kind to use the surface, expressed or implied, being excepted
or reserved to grantor; and will damage the surface of said real property or any structures
thereon, and shall not conduct any drilling or other operations of any kind in the first five
hundred (500) feet below the surface of said real property.
And further excepting the sole and exclusive right from time to time to drill and maintain wells
or other works into or through said real property and the adjoining streets, roads, and highways
below a depth of five hundred (500) feet and to produce, inject, store and remove from and
through such wells or works, oil, gas, water and other substances of whatever nature, including
the right to perform below said depth any and all operations deemed by grantor necessary or
convenient for the exercise of such rights as reserved in deed recorded September 28, 1976 as
Instrument No. 144761, Official Records.
Also Excepting therefrom all water rights incident and appurtenant as conveyed to the City of
Lake Elsinore by deed recorded February 28, 1985.
Property Identification
The subject property is a 1.30+ net acre parcel (56,630± square feet, according to the assessor’s
map) of commercial mixed use zoned land identified as Riverside County Assessor’s Parcel
Number 374-162-039, 041, 043, 045, 047, 049, 051, 053, 055, 057, 059 and 061 and located at
135 Sumner Avenue in the City of Lake Elsinore. The site is vacant land. The proposed
acquisition is for the entire site (total taking).
@BCL@30050B89 Attachment No. 1 to Exhibit A
3
Legal Description and Ownership
APN 374-162-039, 041, 043, 045, 047, 049, 051, 053, 055, 057, 059 and 061 is under the
ownership of the Redevelopment Agency of the City of Lake Elsinore. The legal description
(from the Assessor’s Office) is:
Portion of Lots 1, 3, 5, 7, 9, 11, 13, 15, 17, 19, 21 and 23, Block 51 of Heald’s resubdivision of
blocks 51 and 54-86 of Elsinore as shown by map on file in Book 8 page 378 of maps, San
Diego County Records.
@BCL@30050B89
STATE OF CALIFORNIA )
) §
County of )
On , before me, a
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 of Notary (Affix seal here)
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.
@BCL@30050B89
STATE OF CALIFORNIA )
) §
County of )
On , before me, a
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 of Notary (Affix seal here)
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.
@BCL@30050B89
STATE OF CALIFORNIA )
) §
County of )
On , before me, a
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 of Notary (Affix seal here)
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.
@BCL@30050B89 Attachment No. 2 to Exhibit A
ATTACHMENT NO. 2
to
EXHIBIT “A”
CERTIFICATE OF ACCEPTANCE
Government Code, Section 27281
THIS IS TO CERTIFY that the CITY OF LAKE ELSINORE, a California municipal
corporation, acting through the Lake Elsinore City Council, hereby accepts for public purposes
the real property, or interest therein, conveyed by Grant Deed executed by the SUCCESSOR
AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a
public body, corporate and politic and dated , 2017 and consents to the
recordation thereof.
IN WITNESS WHEREOF, I have hereunto set my hands and affixed the City’s official seal, this
____ day of ___________________, ______.
CITY OF LAKE ELSINORE,
a municipal corporation
By: ___________________________________
___________________________________
@BCL@30050B89
STATE OF CALIFORNIA )
) §
County of )
On , before me, a
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 of Notary (Affix seal here)
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.
@BCL@30050B89 Exhibit “B”
EXHIBIT “B”
SELLER’S CERTIFICATION OF NON-FOREIGN STATUS
FIRST AMERICAN TRUST
To inform the CITY OF LAKE ELSINORE, a California municipal corporation
(“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. 374-062-005; 374-062-006; 374-062-015; [374-062-020]; 374-162-039;
374-162-041; 374-162-043; 374-162-045; 374-162-047; 374-162-049; 374-162-051; 374-162-
053; 374-162-055; 374-162-057; 374-162-059; 374-162-061 located in the City of Lake
Elsinore, California to the Transferee by the SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body,
corporate and politic (“Transferor”), the undersigned hereby certifies the following:
1.I/we am/are not a nonresident alien for purposes of United States income taxation;
2.My/our United States taxpayer identifying number (Social Security Number) is
__________________
3.My/our address is
____________________________________
____________________________________
____________________________________
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, I/we declare that I/we have examined this Certification and to
the best of my/our knowledge and belief it is true, correct, and complete, and we further declare
that I/we have authority to sign this document on behalf of the Transferor.
“TRANSFEROR”
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF LAKE ELSINORE, a public body,
corporate and politic
Dated:By:
Its:___________________________________