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HomeMy WebLinkAboutItem NO. 09 Purchase Real Property Affordable Housing PurposesCity of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake - elsinore.org °"` In - City Council Agenda Report File Number: ID# 19 -746 Agenda Date: 9/22/2020 Version: 1 Status: Approval Final In Control: City Council / Successor Agency File Type: Council Consent Calendar Agenda Number: 9) Purchase and Sale Aareement for the Purchase of Real Proaerty for Affordable Housi Purposes City Council - Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE HOUSING ASSETS AND FUNCTIONS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE UNDER HEALTH & SAFETY CODE SECTION 34176 (a) (1), APPROVING A PURCHASE AND SALE AGREEMENT FOR THE PURCHASE OF REAL PROPERTY FOR AFFORDABLE HOUSING PURPOSES FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE. Successor Agency - Adopt A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A PURCHASE AND SALE AGREEMENT FOR THE SALE OF REAL PROPERTY TO THE CITY OF LAKE ELSINORE, 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 & SAFETY CODE SECTION 34176 (a)(1), FOR AFFORDABLE HOUSING PURPOSES IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION 34176.1 (a)(3)(A). City of Lake Elsinore Page 1 Printed on 911712020 IT`f OF � L 14 K 1E,CO, L S 1110 RE Joint Report to City Council and Successor Agency To: Honorable Mayor and Members of the City Council Honorable Chair and members of the Successor Agency From: Grant Yates, City Manager /Executive Director Barbara Leibold, City Attorney /Agency Counsel Date: September 22, 2020 Subject: Purchase and Sale Agreement for the Purchase of Real Property for Affordable Housing Purposes Recommendation City Council - Adopt A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE HOUSING ASSETS AND FUNCTIONS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE UNDER HEALTH & SAFETY CODE SECTION 34176 (a) (1), APPROVING A PURCHASE AND SALE AGREEMENT FOR THE PURCHASE OF REAL PROPERTY FOR AFFORDABLE HOUSING PURPOSES FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE. Successor Agency - Adopt A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING A PURCHASE AND SALE AGREEMENT FOR THE SALE OF REAL PROPERTY TO THE CITY OF LAKE ELSINORE, 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 & SAFETY CODE SECTION 34176 (a)(1), FOR AFFORDABLE HOUSING PURPOSES IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION 34176.1 (a)(3)(A). Background The Successor Agency to the Redevelopment Agency of the City of Lake Elsinore ( "Successor Agency ") is a public body corporate and politic, organized and operating under Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code ( "HSC "), and the successor to the former Redevelopment Agency of the City of Lake Elsinore ( "former Agency ") that was previously a community redevelopment agency organized and existing pursuant to the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. As of February 1, 2012 the former Agency was dissolved pursuant to Assembly Bill A 26 ( "AB A 26 "), as amended further by Assembly Bill 1484 ( "AB 1484 ") (together with AB A 26, as amended to date, the "Dissolution Law ") and, as a separate public entity, corporate Purchase and Sale of Real Property for Affordable Housing Purposes September 22, 2020 Page 2 and politic, the Successor Agency administers the enforceable obligations of the former Agency and otherwise unwinds the former Agency's affairs, all subject to the review and approval of the Riverside Countywide Oversight Board ( "Oversight Board "). As of February 1, 2012, the City of Lake Elsinore ( "City ") elected to act as the successor to the housing assets and functions of the former Agency in accordance with Health & Safety Code Section 34176.1(a)(3)(A) ( "Housing Successor "). As part of the dissolution of the former Redevelopment Agency, Health & Safety Code Section 34177(e) requires the Oversight Board to direct the Successor Agency to dispose of the real property held by the Successor Agency. An approximately 5,641 square foot portion of APN 374 - 162 -036 located on the northeast corner of Heald Avenue and Riley Street is home to the Mary McDonald historic landmark and was previously conveyed to the City for historic preservation purposes following approval by the Oversight Board and the Department of Finance (DOF). Discussion The remainder portion of APN 374 - 162 -036 comprised of approximately 17,775 square feet is owned by the Successor Agency and has been identified by the City in its capacity as the Housing Successor as an opportunity site for affordable senior housing. A current appraisal valued the property at $120,000. Accordingly, the City proposes to purchase the property for fair market value with monies from the Low and Moderate Income Housing Asset Fund created in accordance with Health & Safety Code Section 34176 (d) which can only be utilized to develop affordable housing. The property shall be utilized by the City in accordance with the Community Redevelopment Law (Part 1(commencing with Section 33000)), as amended by Health & Safety Code Section 34176. 1, and, in particular, for the development of affordable housing in accordance with Health & Safety Code Section 34176.1(a)(3)(A). 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 by the Successor Agency 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. Once approved by the Successor Agency, the sale of the property must be approved by the Oversight Board. The next Oversight Board meeting is scheduled in November 2020. The Oversight Board's Resolution approving the Purchase and Sale Agreement must be transmitted to DOF. DOF has five (5) days after submittal to request a review and forty -five (45) days to review the Oversight Board Resolution if it decides to do so. Following approval by DOF, the property can be transferred. Fiscal Impact The City will utilize approximately $120,000 from the LMIHAF to purchase the property for affordable housing purposes. Funds in the LMIHAF can only be used for affordable housing purposes in accordance with applicable law. Purchase and Sale of Real Property for Affordable Housing Purposes September 22, 2020 Page 3 Attachments: A - Property Map B - City Council Resolution No. 2020 -0 C - Successor Agency Resolution No. 2020 - D - Purchase and Sale Agreement 131 -1 \\ . � 8� 6 \ 1j0 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, ACTING AS SUCCESSOR TO THE HOUSING ASSETS AND FUNCTIONS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE UNDER HEALTH & SAFETY CODE SECTION 34176 (A) (1), APPROVING A PURCHASE AND SALE AGREEMENT FOR THE PURCHASE OF REAL PROPERTY FOR AFFORDABLE HOUSING PURPOSES FROM THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE WHEREAS, the City of Lake Elsinore ( "City ") is a municipal corporation organized and operating under the laws of the State of California; and WHEREAS, the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore ( "Successor Agency ") is a public body corporate and politic, organized and operating under Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code ( "HSC "), and the successor to the former Redevelopment Agency of the City of Lake Elsinore ( "former Agency ") that was previously a community redevelopment agency organized and existing pursuant to the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "); and WHEREAS, Assembly Bill A 26 ( "AB xl 26 ") added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association. et al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies: thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") (together AB A 26, the Matosantos Decision, and AB 1484, as amended to date, referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency was dissolved pursuant to the Dissolution Law and as a separate public entity, the Successor Agency administers the enforceable obligations of the former Agency and otherwise unwinds the former Agency's affairs, all subject to the review and approval of the Oversight Board to the Successor Agency and, now, the Riverside Countywide Oversight Board ( "Oversight Board "); and WHEREAS, as of February 1, 2012, the City elected to act as the successor to the housing assets and functions of the former Agency in accordance with HSC Section 34176.1(a)(3)(A) ( "Housing Successor "); and WHEREAS, as part of the dissolution of the former Redevelopment Agency, Health & Safety Code Section 34177(e) requires the Oversight Board to direct the Successor Agency to dispose of the real property held by the Successor Agency; and WHEREAS, an approximately 5,641 square foot portion of APN 374 - 162 -036 located on the northeast corner of Heald Avenue and Riley Street is home to the Mary McDonald historic landmark and was previously conveyed to the City for historic preservation purposes following approval by the Oversight Board and the Department of Finance (DOF); and RESOLUTION NO. 2020 - Page 2 WHEREAS, the remainder portion of APN 374 - 162 -036 comprised of approximately 17,775 square feet (the "Property ") is owned by the Successor Agency and has been identified by the City in its capacity as the Housing Successor as an opportunity site for affordable senior housing; and WHEREAS, the Property has a fair market value of $120,000, as determined by an appraisal prepared by a third party, licensed appraiser, which constitutes the purchase price set forth in the form of Purchase and Sale Agreement presented in the agenda report concurrent with the consideration of this Resolution; and WHEREAS, in accordance with the Dissolution Law, the Housing Successor has established a Low and Moderate Income Housing Asset Fund ( "LMIHAF "), the proceeds of which can only be used for affordable housing purposes; and WHEREAS, there are sufficient funds in the LMIHAF to purchase the Property in accordance with the Purchase and Sale Agreement; and WHEREAS, purchase of the Property for affordable housing purposes serves the common benefit of the functions of the Housing Successor and assisting the City in meeting the State mandate to provide its regional fair share of very low income, low income and moderate income housing; and WHEREAS, by authorizing acquisition of the Property, the City Council hereby finds and determines that it is not committing itself to or agreeing to undertake any other acts or activities requiring the subsequent independent exercise of discretion by the City Council or any representative or department thereof and that any proposed development or future use of the Property shall be preceded by and in compliance with the California Environmental Quality Act ( "CEQA "). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, ACTING AS SUCCESSOR TO THE HOUSING ASSETS AND FUNCTIONS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE UNDER HEALTH & SAFETY CODE SECTION 34176(a)(1), DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The Recitals set forth above are true and correct and incorporated herein by reference. SECTION 2. The City, in its capacity as Housing Successor, hereby approves the purchase of the Property for a purchase price of $120,000 consistent with the terms and provisions of the Purchase and Sale Agreement between the City and Successor Agency with respect to the acquisition of the Property in substantially the form set forth in the agenda report, with such minor changes as may be mutually agreed upon by the City Manager (or his duly authorized representative), in consultation with the City Attorney. SECTION 3. The City, in its capacity as successor to the housing assets and functions of the former Agency under Health & Safety Code Section 34176(a)(1), hereby appropriates funds from the Low and Moderate Income Housing Asset Fund to fund the purchase price for the Property and other costs as set forth in the Purchase and Sale Agreement. SECTION 4. The acquisition of the Property by the City pursuant to the Purchase and Sale Agreement is exempt from the provisions of CEQA under Section 15004(b)(2)(A) of the State RESOLUTION NO. 2020 - Page 3 CEQA Guidelines because any subsequent disposition or action taken by the City Council with respect to the future use of the Property shall be preceded by, and is conditional and contingent upon, environmental assessment and review under, and in compliance with, CEQA. SECTION 5. Upon approval by the Oversight Board and DOF, the City Manager is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest, the Purchase and Sale Agreement on behalf of the City, including the acceptance in the name and on behalf of the City of a grant deed conveying to this City the above - described interest in the Property. In such regard, the City Manager is authorized to sign the final version of the Purchase and Sale Agreement after completion of any such non - substantive, minor revisions. Copies of the final form of the Agreement, when duly executed and attested, shall be placed on file in the office of the City Clerk. SECTION 6. In addition, the City Manager is authorized and directed to do any and all things, and to execute any and all additional documents, which he may deem necessary or advisable to effectuate this Resolution, including all escrow instructions and documents, which in consultation with the City Attorney, he may deem necessary or advisable in order to carry out and implement the Purchase and Sale Agreement and otherwise effectuate the purposes of this Resolution and to administer the City's obligations, responsibilities and duties to be performed under the Purchase and Sale Agreement. The City Manager is further authorized and directed to do any and all things, and to execute any and all documents, to insure that the Property shall be utilized by the City 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). SECTION 7. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. SECTION 8. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions. SECTION 9. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 22nd day of September 2020. Brian Tisdale, Mayor ATTEST: Candice Alvarez, MMC, City Clerk RESOLUTION NO. 2020 - Page 4 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Candice Alvarez, MMC, City Clerk of the City of Lake Elsinore, California, do hereby certify that Resolution No. was adopted by the City Council of the City of Lake Elsinore, California, at the regular meeting of September 22, 2020, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Candice Alvarez, MMC City Clerk RESOLUTION NO. 2020- A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING A PURCHASE AND SALE AGREEMENT FOR THE SALE OF REAL PROPERTY TO THE CITY OF LAKE ELSINORE, 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 & SAFETY CODE SECTION 34176 (A)(1), FOR AFFORDABLE HOUSING PURPOSES IN ACCORDANCE WITH HEALTH & SAFETY CODE SECTION 34176.1 (A)(3)(A) WHEREAS, the City of Lake Elsinore ( "City ") is a municipal corporation organized and operating under the laws of the State of California; and WHEREAS, the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore ( "Successor Agency ") is a public body corporate and politic, organized and operating under Parts 1.8 and 1.85 of Division 24 of the California Health and Safety Code ( "HSC "), and the successor to the former Redevelopment Agency of the City of Lake Elsinore ( "former Agency ") that was previously a community redevelopment agency organized and existing pursuant to the Community Redevelopment Law, Health and Safety Code Section 33000, et seq. ( "CRL "); and WHEREAS, Assembly Bill A 26 ( "AB A 26 ") added Parts 1.8 and 1.85 to Division 24 of the California Health & Safety Code and which laws were modified, in part, and determined constitutional by the California Supreme Court in the petition California Redevelopment Association. et al. v. Ana Matosantos, et al., Case No. S194861 ( "Matosantos Decision "), which laws and court opinion caused the dissolution of all redevelopment agencies and winding down of the affairs of former redevelopment agencies: thereafter, such laws were amended further by Assembly Bill 1484 ( "AB 1484 ") (together AB A 26, the Matosantos Decision, and AB 1484, as amended to date, referred to as the "Dissolution Law "); and WHEREAS, as of February 1, 2012, the former Agency was dissolved pursuant to the Dissolution Law and as a separate public entity, the Successor Agency administers the enforceable obligations of the former Agency and otherwise unwinds the former Agency's affairs, all subject to the review and approval of the Oversight Board to the Successor Agency and, now, the Riverside Countywide Oversight Board ( "Oversight Board "); and WHEREAS, as of February 1, 2012, the City elected to act as the successor to the housing assets and functions of the former Agency in accordance with HSC Section 34176.1(a)(3)(A) ( "Housing Successor "); and WHEREAS, as part of the dissolution of the former Redevelopment Agency, Health & Safety Code Section 34177(e) requires the Oversight Board to direct the Successor Agency to dispose of the real property held by the Successor Agency; and WHEREAS, the Successor Agency completed the Due Diligence Reviews ( "DDRs ") required under HSC Section 34179.5 and submitted them for approval to the Oversight Board and the California Department of Finance ( "DOF "); and WHEREAS, the Oversight Board and the DOF reviewed and approved the DDRs; and RESOLUTION NO. 2020 - Page 2 WHEREAS, as a result of the approval of the DDRs and resulting payments of funds to the county auditor - controller, DOF issued the Successor Agency a "Finding of Completion" as described in HSC Section 34179.7; and WHEREAS, as a result of its receipt of Finding of Completion, the Successor Agency was required to (i) prepare a "Long Range Property Management Plan" ( "LRPMP ") meeting the requirements of HSC Section 34191.5(c), and (ii) submit the LRPMP to the Oversight Board and the DOF for approval within six months of the date of the Finding of Completion; and WHEREAS, the Successor Agency prepared its LRPMP in accordance with HSC Section 34191.5(c) and submitted it to the Oversight Board for approval; and WHEREAS, the Oversight Board approved the LRPMP and directed that it be submitted to the DOF for approval in accordance with HSC Section 34191.5(c); and WHEREAS, notwithstanding the timely approval and submission of the LRPMP by the Oversight Board, DOF did not approve the LRPMP by December 31, 2015; and WHEREAS, as a result, the statutory requirements for disposition of real property set forth in HSC Sections 34181(a) and 34177(e) currently apply to the disposition of property by the Successor Agency; and WHEREAS, an approximately 5,641 square foot portion of APN 374 - 162 -036 located on the northeast corner of Heald Avenue and Riley Street is home to the Mary McDonald historic landmark and was previously conveyed to the City for historic preservation purposes following approval by the Oversight Board and the Department of Finance (DOF); and WHEREAS, the remainder portion of APN 374 - 162 -036 comprised of approximately 17,775 square feet (the "Property ") is owned by the Successor Agency and has been identified by the City in its capacity as the Housing Successor as an opportunity site for affordable senior housing; and WHEREAS, the Property has a fair market value of $120,000, as determined by an appraisal prepared by a third party, licensed appraiser, which constitutes the purchase price set forth in the form of Purchase and Sale Agreement presented in the agenda report concurrent with the consideration of this Resolution; and WHEREAS, in accordance with the Dissolution Law, the Housing Successor has established a Low and Moderate Income Housing Asset Fund ( "LMIHAF "), the proceeds of which can only be used for affordable housing purposes; and WHEREAS, the sale of the Property to the City as housing Successor is in conformance with the requirements of the Dissolution Law and serves the common benefit of the functions of the Housing Successor and assisting the City in meeting the State mandate to provide its regional fair share of very low income, low income and moderate income housing; and WHEREAS, by authorizing the sale of the Property, the Successor Agency hereby finds and determines that it is not committing itself to or agreeing to undertake any other acts or activities requiring the subsequent independent exercise of discretion by the Successor Agency, the City Council or any representative or department thereof and that any proposed development or future RESOLUTION NO. 2020 - Page 3 use of the Property shall be preceded by and in compliance with the California Environmental Quality Act ( "CEQA "). NOW, THEREFORE, THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The Recitals set forth above are true and correct and incorporated herein by reference. SECTION 2. The Successor Agency hereby approves the sale of the Property for a purchase price of $120,000 consistent with the terms and provisions of the Purchase and Sale Agreement between the City and Successor Agency with respect to the sale of the Property in substantially the form set forth in the agenda report, with such minor changes as may be mutually agreed upon by the Executive Director (or his duly authorized representative), in consultation with Agency Counsel. SECTION 3. The sale of the Property by the Successor Agency pursuant to the Purchase and Sale Agreement is exempt from the provisions of CEQA under Section 15004(b)(2)(A) of the State CEQA Guidelines because any subsequent disposition or action taken by the City Council with respect to the future use of the Property shall be preceded by, and is conditional and contingent upon, environmental assessment and review under, and in compliance with, CEQA. SECTION 5. The Executive Director is hereby directed to submit this Resolution and the form of the Purchase and Sale Agreement to the Riverside Countywide Oversight Board and DOF for approval. The Executive Director is hereby authorized and directed to execute, and the Agency Secretary is hereby authorized and directed to attest, the Purchase and Sale Agreement and Grant Deed on behalf of the Successor Agency. In such regard, the Executive Director is authorized to sign the final version of the Purchase and Sale Agreement after completion of any such non - substantive, minor revisions. Copies of the final form of the Agreement, when duly executed and attested, shall be placed on file in the office of the City Clerk. SECTION 6. In addition, the Executive Director is authorized and directed to do any and all things, and to execute any and all additional documents, which he may deem necessary or advisable to effectuate this Resolution, including all escrow instructions and documents, which in consultation with the Agency Counsel, he may deem necessary or advisable in order to carry out and implement the Purchase and Sale Agreement and otherwise effectuate the purposes of this Resolution and to administer the Successor Agency's obligations, responsibilities and duties to be performed under the Purchase and Sale Agreement. SECTION 7. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. SECTION 8. The Agency Secretary shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions. SECTION 9. This Resolution shall take effect immediately upon its adoption RESOLUTION NO. 2020 - Page 4 PASSED AND ADOPTED this 2211 day of September 2020. Brian Tisdale, Chair ATTEST: Candice Alvarez, MMC, Agency Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Candice Alvarez, MMC, Agency Secretary of the Successor Agency to the Redevelopment Agency of the City of Lake Elsinore do hereby certify that Resolution No. was adopted by the Successor Agency at the regular meeting of September 22, 2020, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Candice Alvarez, MMC City Clerk OWNER: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic APN(S): Approx. 17,775 sq ft. portion of APN 374 - 162 -036 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. , 2020, 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 a 17,775 portion of Assessor's Parcel Nos. 374 - 162 -036 and more particularly described in Attachment No. 1 to Exhibit "A" (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 an appraisal dated September 8, 2020, which Seller believes to be the highest and best value for the Property. 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 One Hundred Twenty Thousand Dollars ($120,000.00) (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 l(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 - 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 @BCL@640EC9A2 2 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 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. @BCL@640EC9A2 3 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. 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 @BCL@640EC9A2 4 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; (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. @BCL@640EC9A2 5 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) Bum. 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 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. @BCL@640EC9A2 6 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 parry 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 3.1 C, 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. 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 @BCL@640EC9A2 7 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. 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, @BCL@640EC9A2 8 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 3.1 C. 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 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 @BCL@640EC9A2 9 (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 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 @BCL@640EC9A2 10 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@cega.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. 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 @BCL@640EC9A2 I I 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. 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. @BCL@640EC9A2 12 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 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@640EC9A2 13 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. Dated: "SELLER" SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, a public body, corporate and politic 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: LEIBOLD MCCLENDON & MANN, P.C. Barbara Leibold, City Attorney /Agency Counsel @BCL@640EC9A2 14 WHEN RECORDED MAIL AND MAIL TAX STATEMENTS TO: CITY OF LAKE ELSINORE 130 So. Main Street Lake Elsinore, CA 92530 EXHIBIT "A" GRANT DEED DOCUMENTARY TRANSFER TAX $ NONE FREE RECORDING REQUESTED PURSUANT TO GOVT 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 an approximately 17,775 square foot portion of APN No. 374 -162 -036 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@640EC9A2 Exhibit "A" ATTACHMENT NO. 1 TO EXHIBIT "A" LEGAL DESCRIPTION @sCL@640EC9A2 Attachment No. 1 to Exhibit A A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of 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 @BCL @640EC9A2 (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. 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 @BCL @640EC9A2 (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. 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 @BCL @640EC9A2 (Affix seal here) 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 , 2020 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 Lo @BCL@640EC9A2 Attachment No. 2 to Exhibit A A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of 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 @BCL @640EC9A2 (Affix seal here) 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 an approximately 17,775 square foot portion of Assessor's Parcel No. 374 - 162 -036 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, Uwe declare that Uwe 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 Uwe 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: @BCL@640EC9A2 Exhibit "B"