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HomeMy WebLinkAboutResolution - RDA 08-14 STATE OF CALIFORNIA ) RESOLUTION NO. RDA 08-14 COUNTY OF RIVERSIDE)ss CITY OF SAN JACINTO ) A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO APPROVING AN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO AND SEDLACK DEVELOPMENT FOR THE PURCHASE AND SALE OF CERTAIN REAL PROPERTY LOCATED AT 239 WEST SEVENTH STREET WHEREAS, the Redevelopment Agency of the City of San Jacinto ("Agency") is a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the California Community Redevelopment Law, codified as Health and Safety Code sections 33000, et seg.; and WHEREAS, Sedlack Development Co. ("Seller"), a California limited partnership, owns that certain real property located in the City of San Jacinto, County of Riverside, commonly known as 239 West Seventh Street with Assessor Parcel Numbers 437-094- 006 and 437-094-011 (collectively, "Property"); and WHEREAS, the Agency desires to purchase the Property for the price of Two- Hundred Fifty Thousand Dollars ($250,000.00); and WHEREAS, the Agency is authorized pursuant to Health and Safety Code section 33391 to purchase real property; and WHEREAS, the Agency and Seller have negotiated that `Real Property Purchase and Sale Agreement' ("Agreement'), which is attached hereto as Exhibit "A" and incorporated into this Resolution by reference; and WHEREAS, the Agency hereby finds and determines that the conveyance of the Property is exempt from any further review under the California Environmental Quality Act (Public Resources Code sections 21000 et seq.) ("CEQA") pursuant to State and local CEQA Guidelines section 15061(b)(3) because the transaction involves a purchase and transfer of title, neither of which impacts the environment. NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City of San Jacinto that: SECTION 1. Approval of Agreement. The Governing Board hereby approves the Real Property Purchase and Sale Agreement in substantially the form attached hereto as Exhibit "A." SECTION 2. Executive Director Authorization. The Governing Board hereby authorizes and directs the Executive Director of the Agency (with the concurrence of Agency Counsel) to execute and deliver, on behalf of the Agency, the Agreement, a certificate of acceptance of the grant deed, and such other documents -i- and instruments as may be necessary or convenient in the furtherance of the actions authorized by this Resolution. SECTION 3. CEQA Exemption. The Agency governing board hereby authorizes and directs Agency staff to file a Notice of Exemption with the County Clerk of Riverside County within five (5) days following approval of this Resolution. SECTION 4. Effective Date. This Resolution shall take effect immediately upon its adoption by the Agency Governing Board. APPROVED and ADOPTED, this 4th day of September, 2008 by the following vote: Ayes: Carlson, Mansperger, Potts, Stubblefield, Ayres Nays: None Absent: None Abstain: None Redevelopment Agency of the City of San Jacinto 1dw-1- By/ Ayres Ch man ATTEST: I ' D r thy L. CK uinard, Agency Secretary APPROVED AS TO FORM: BEST BEST & KRIEGER LLP J'effr6 S. Balli ger, Agency Counsel -2- EXHIBIT "A" Real Property Purchase and Sale Agreement [Attached behind this page] e ¢: e REAL PROPERTY PURCHASE AND SALE AGREEMENT by and between SEDLACK DEVELOPMENT CO., L.P., a California limited partnership, and the THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO, a public body, corporate and politic. [Dated as of September 4, 2008, for reference purposes only] THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO REAL PROPERTY PURCHASE AND SALE AGREEMENT THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT ("Agreement") is dated as of September 4, 2008 for reference purposes only, and is entered into by and between SEDLACK DEVELOPMENT CO., L.P., a California limited partnership ("Seller"), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO, a public body, corporate and politic ("Agency"). Seller and Agency are sometimes referred to in this Agreement, each individually, as a "Party," or collectively, as the "Parties." Seller and Agency enter into this Agreement with reference to the following recited facts (each a"Recital"): RECITALS A. Seller is the owner in fee of that certain real property commonly known as 239 West Seventh Street (Assessor Parcel Numbers 437-094-011 and 437-094-006) in the City of San Jacinto, County of Riverside, State of California, including all right, title and interest in and to any and all improvements, fixtures, rights-of-way, utility rights, entitlements, claims or other benefits in any way connected with such land, more specifically defined in Section 1.1(v) collectively as the "Property"; and B. Agency desires to purchase the Property from Seller and Seller desires to sell the Property to Agency. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE MUTUAL PROMISES OF THE PARTIES SET FORTH IN THIS AGREEMENT, SELLER AND AGENCY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. In addition to the usage of certain words, terms or phrases that are defined in the initial paragraph or Recitals of this Agreement, the following words, terms and phrases are used in this Agreement, as follows, unless the particular context of usage of a word,term or phrase requires another interpretation: (a) "Seller's Title Notice Response" means and refers to the written response of Seller to the Agency's Title Notice, in which Seller (i) either elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Agency's Title Notice or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Agency's Title Notice. I t (b) "Agency's Title Notice" means and refers to a written notice from Agency to Seller indicating Agency's acceptance of the state of the title to the Property, as described in the Preliminary Report, or Agency's objection to specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy. (c) "Agency's Title Notice Waiver" means and refers to a written notice from Agency to Seller waiving Agency's previous objection(s) in the Agency's Title Notice to specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy. (d) "City" means and refers to the City of San Jacinto, California. (e) "Close of Escrow" means and refers to the recording of the Deed in the Official Records of the Recorder of the County of Riverside, California, and completion of each of the actions set forth in ARTICLE III by the Escrow Holder for Seller to sell the Property to Agency and Agency to purchase the Property from Seller. (f) "Deed" means and refers to the Title Company's standard form of Grant Deed, conveying fee title to the Property from Seller to Agency. (g) "Effective Date" means and refers to the first date on which this Agreement has been approved by the Agency Board and the Agency is in receipt of four (4) counterpart originals of this Agreement executed by the authorized representative(s) of Seller. (h) "Escrow" shall have the meaning ascribed to the term in Section 2.1. (i) "Escrow Closing Date" shall have the meaning ascribed to the term in Section 3.6. 0) "Escrow Holder" means and refers to First American Title Insurance Company, 4380 La Jolla Village Drive, Suite 200, San Diego, California 92122. (858) 410-2148. (k) "Escrow Opening Date" shall have the meaning ascribed to the term in Section 3.1. (1) "Event of Default" shall have the meaning ascribed to the term in Section 4.1. (m) "Extended Title Policy" means and refers to the Title Company's standard extended coverage ALTA owners' policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property vested in Agency. (n) "FIRPTA Affidavit" means and refers to an affidavit complying with United States Internal Revenue Code section 1445. 2 (o) "Form 593" means and refers to the appropriate California Franchise Tax Board Form 593 for the type of entity of Seller. (p) "Party" means and refers, individually, to either Seller or Agency, as applicable. (q) "Parties" means and refers, collectively, to Seller and Agency. (r) "PCO Statement" means and refers to a preliminary change of ownership statement required under California Revenue and Taxation Code section 480.3. (s) "Permitted Exceptions" means and refers to (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that Agency accepts, pursuant to Section 2.4; or (ii) any exceptions from coverage under the proposed Title Policy resulting from Agency's activities on the Property; (iii)non-delinquent property taxes and assessments; or(iv)this Agreement. (t) "Pre-Closing Liquidated Damages Amount" shall have the meaning ascribed to the term in Section 4.2. (u)_ "Preliminary Report" means and refers to a current preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, including judgment and lien searches, and accompanied by copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy, a well as plots of all easements referred to in the report. (v) "Property" means and refers to those certain two parcels of real property specifically described in Exhibit "A" attached to this Agreement and incorporated into this Agreement by this reference. (w) "Purchase Price" means and refers to the amount of two-hundred and fifty thousand dollars ($250,000). (x) "Record", "recorded", "recording" or "recordation" each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Riverside, California. (y) "Title Company" means and refers to First American Title Insurance Company, 4380 La Jolla Village Drive, Suite 200, San Diego, California 92122. (858) 410-2148. (z) "Title Policy" means and refers to the Title Company's standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property vested in Agency. (aa) "Unavoidable Delay" means and refers to any delay that is beyond the control of Seller or Agency, including delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental 3 a restrictions, civil commotion, acts of terrorism, fire or similar causes, but excluding (i) financial circumstances or (ii) events that may be resolved by the payment of money. ARTICLE II PROPERTY DISPOSITION Section 2.1 Purchase and Sale. Seller shall sell the Property to Agency and Agency shall purchase the Property from Seller pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale from Seller to Agency and the purchase by Agency from Seller of the Property, pursuant to the terms of this Agreement, Seller and Agency agree to open an escrow with the Escrow Holder (the "Escrow"). ARTICLE III of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for conduct of the Escrow for the sale of the Property, as contemplated by this Agreement. Agency and Seller shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control. Section 2.2 Payment of Purchase Price. Agency shall pay the entire Purchase Price of$250,000 to Seller through the Escrow as follows: One (1) business day preceding the Close of Escrow, Agency shall deposit into Escrow the Purchase Price less any other credits to the account of Agency pursuant to the terms of this Agreement, in cash, or other immediately available funds. Section 2.3 Seller's Representations and Warranties. (a) Seller makes the representations set forth in this Section 2.3 with the intent and the understanding that Agency is materially relying on the representations and warranties of Seller set forth in this Section 2.3 in entering into this Agreement and that should such representations or warranties prove to be untrue, inaccurate or misleading in any respect, the economics of the transactions contemplated in this Agreement will be materially altered to the detriment of Agency. Seller represents and warrants to Agency that the following statements are true and correct as of the Effective Date, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition precedent to all of Agency's obligations under this Agreement: (1) Authori1y. Seller has full power and authority to own, sell and convey the Property to Agency and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Seller to Agency now or at Close of Escrow have been or will be duly executed and delivered by Seller and are or will be legal, valid and binding obligations of Seller, sufficient to convey to Agency good and marketable title to the Property, free of any liens, encumbrances or occupancies, and are enforceable in accordance with their respective terms. 4 (2) No Occupancy of Property. Seller represents and warrants to Agency that as of the Close of Escrow there shall be no leases, rental agreements or occupancies of any nature or sort on or affecting the Property, nor any unrecorded possessory interests or unrecorded agreements that would adversely affect Agency's title to or use of the Property following the Close of Escrow. Seller represents and warrants that it will not enter into any agreements or undertake any obligations following the Effective Date that may in any way burden, encumber or otherwise affect the Property or Agency's title to, use or occupancy of the Property following the Close of Escrow, without prior written consent of Agency. Seller represents and warrants that it will deliver the Property to Agency vacant and free of any occupants. (3) Hazardous Materials. Seller is aware of its obligation under California Health and Safety Code section 25359.7 to disclose information to Agency regarding the environmental status of the Property. Seller warrants to Agency that to the best of Seller's knowledge the Property and any contiguous real property owned by Seller is not in violation of any federal, state or local statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions underlying the Property that could affect the Property or its use or development. Neither Seller nor any other person or predecessor in interest has used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property any "hazardous materials" or "hazardous substances" as defined in any state, federal or local statute, ordinances, rules or regulation applicable to the Property, including without limitation any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances. (4) Liti ag tion. There are no claims, actions, suits or proceedings continuing, pending or threatened against or affecting Seller or the Property, or involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at Close of Escrow, at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau or instrumentality. Seller is not subject to or in default under any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau or instrumentality. (5) No Breach. The execution and delivery of this Agreement and the consummation of the transactions contemplated in this Agreement will not violate or result in any breach of or constitute a default under or conflict with or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, according to Seller's knowledge, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Seller is a party or by which Seller or the Property are bound. (6) No Condemnation or Other Proceedings. Seller is not aware of any contemplated condemnation of all or any portion of the Property by any public entity, other than Agency. (b) Survival of Representations and Warranties. The covenants, representations and warranties of Seller under this Agreement shall be true on and as of the 5 Effective Date and the Close of Escrow and shall survive the recordation of the Deed and the Close of Escrow. Section 2.4 Title Approval. Agency has obtained the Preliminary Report from the Title Company. Within fifteen (15) days following the Escrow Opening Date, Agency shall deliver the Agency's Title Notice to Seller. If Agency fails to deliver the Agency's Title Notice to Seller, within fifteen (15) days following the Escrow Opening Date, Agency will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property, in which case Seller shall have the right to cancel the Escrow and terminate this Agreement, in Seller's sole discretion, without liability to Agency or any other person, by delivery of a written notice of termination to both Agency and the Escrow Holder. Within fifteen (15) days following receipt by Seller of the Agency's Title Notice, if any, Seller shall serve Seller's Title Notice Response. If the Agency's Title Notice does not object to any matter in the Preliminary Report, Seller shall not be required to serve Seller's Title Notice Response. If Seller does not serve Seller's Title Notice Response, if necessary, within fifteen (15) days following its receipt of the Agency's Title Notice, Seller shall be deemed to elect not to cause any matter objected to in the Agency's Title Notice, if any,to be removed from the Preliminary Report. If Seller elects in Seller's Title Notice Response to cause the removal of any matter objected to in the Agency's Title Notice from the Preliminary Report, Seller shall cause the removal of each such objectionable matter from the Preliminary Report within thirty (30) days following receipt by Agency of Seller's Title Notice Response. If Seller is unwilling or unable to cause the removal of any matter objected to in the Agency's Title Notice from the Preliminary Report, then, within ten (10) days following Agency's receipt of Seller's Title Notice Response, Agency may either: (A) refuse to accept the title to and conveyance of the Property, in which case Seller shall have the right to cancel the Escrow and terminate this Agreement, in Seller's sole discretion, without liability to Agency or any other person, by delivery of a written notice of termination to both Agency and the Escrow Holder; or (B) waive its objection to any items set forth in the Agency's Title Notice by delivering the Agency's Title Notice Waiver to Seller. Failure by Agency to deliver the Agency's Title Notice Waiver, where Seller's Title Notice Response or Seller's failure to serve Seller's Title Notice Response indicates Seller's election not to cause the removal of any one or more matters objected to in Agency's Title Notice from the Preliminary Report, within ten (10) days following Agency's receipt of Seller's Title Notice Response or expiration of the time period for Seller to deliver Seller's Title Notice Response under this Agreement, will be deemed Agency's continued refusal to accept the title to and conveyance of the Property, in which case Seller shall have the right to cancel the Escrow and terminate this Agreement, in Seller's sole discretion, without liability to Agency or any other person, by delivery of a written notice of termination to both Agency and the Escrow Holder. Section 2.5 Withholding Requirement. The Parties acknowledge that pursuant to California Revenue and Taxation Code Section 18662, Agency is required to withhold from funds otherwise payable to Seller at the Close of Escrow an amount equal to 3 1/3% of the Purchase Price and submit such amount to the California Franchise Tax Board, unless Agency is relieved of such withholding requirement pursuant to the provisions of California Revenue and Taxation Code Section 18662. 6 ARTICLE III JOINT ESCROW INSTRUCTIONS Section 3.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement is deposited with the Escrow Holder by Seller (the "Escrow Opening Date"). Seller and Agency shall cooperate to cause the Escrow to be opened within seven (7) business days following the Effective Date. Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE III shall constitute the joint escrow instructions of Seller and Agency to the Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between Seller and Agency, as contemplated in this Agreement. Section 3.2 Conditions to Close of Escrow. The conditions set forth below in this Section 3.2 shall be satisfied or waived by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close the Escrow. (a) Agency's Conditions. Agency's obligation to purchase the Property from Seller on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent,each of-which-can only be waived-in-writing-bTAgency: (1) Agency agrees to accept the title to and conveyance of the Property, pursuant to Section 2.4; (2) Seller causes the Title Company to remove any matters that Seller agrees to cause to be removed from Schedule B of the Preliminary Report pursuant to Section 2.4; (3) There are no pending or threatened challenges to Agency's authority to enter into or perform this Agreement; (4) The City's planning commission finds, pursuant to Government 'Code Section 65402, that the acquisition of the Property by Agency pursuant to this Agreement is consistent with the City's General Plan; (5) The Agency receives a clean Phase I Environmental Review report of the Property. (6) Title Company is committed to issue the Title Policy or, if requested by Agency, the Extended Title Policy to Agency; (7) Seller's representations and warranties contained in this Agreement are true and correct, as of the Escrow Closing Date; and (8) Seller deposits all of the items into Escrow required by Section 3.4; 7 (b) Seller's Conditions. Seller's obligation to sell the Property to Agency on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by Seller: (1) Agency agrees to accept the title to and conveyance of the Property, pursuant to Section 2.4; (2) Agency deposits all of the items into Escrow required by Section 3.3; and (3) Title Company is unconditionally committed to issue the Title Policy or, if requested by Agency, the Extended Title Policy to Agency. Section 3.3 Agency's Escrow Deposits. Following satisfaction or waiver of each of Agency's conditions to Close of Escrow set forth in Section 3.2(a), Agency shall deposit the following funds and documents into Escrow and concurrently provide a copy of each such document to Seller, at least four (4) business days prior to the Escrow Closing Date scheduled by Escrow Holder in a writing delivered to each of the Parties: (a) Purchase Price. The Purchase Price less any credits to the account of Agency pursuant to the terms-of this Agreement, all in immediately available funds; (b) PCO Statement. A PCO Statement executed by the authorized representative(s) of Agency; and (c) Acceptance of Deed. Agency's certificate of acceptance of the Deed, executed by the authorized representative(s) of Agency in recordable form. Section 3.4 Seller's Escrow Deposits. Following satisfaction or waiver of each of Seller's conditions to Close of Escrow set forth in Section 3.2(b), Seller shall deposit the following documents into Escrow and concurrently provide a copy of each document to Agency, at least two (2) business days prior to the Escrow Closing Date, as scheduled by Escrow Holder in a writing delivered to each of the Parties: (a) Deed. The Deed executed by the authorized representative(s) of Seller in recordable form; (b) FIRPTA Affidavit. The FIRPTA Affidavit completed and executed by the authorized representative(s) of Seller; (c) Form 593. The Form 593 executed by the authorized representative(s) of Seller; and (d) Broker/ Commission Fees. Funds required to pay all sales or brokerage commissions fees payable by Seller, if any, with respect the transaction which is the subject of this Agreement. 8 (e) Closing Funds. Any and all funds required to be deposited into Escrow by Seller under the terms of this Agreement to close the Escrow, all in immediately available funds. Section 3.5 Closing Procedure. When each of Agency's Escrow deposits, as set forth in Section 3.3 and each of Seller's Escrow deposits, as set forth in Section 3.4, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both Seller and Agency that each of their respective conditions to the Close of Escrow, as set forth in Section 3.2, are satisfied or waived. Upon Escrow Holder's receipt of written confirmation from both Seller and Agency that each of their respective conditions to the Close of Escrow are either satisfied or waived, Escrow Holder shall close the Escrow by doing all of the following: (a) Recordation of Documents. File the Deed, with Agency's certificate of acceptance attached, with the Office of the Recorder of the County of Riverside, California, for recordation in the order set forth in Section 3.7; (b) Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 3.7; (c) PCO Statement. File the PCO Statement with the Office of the Recorder of the County of Riverside-, California; (d) FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service; (e) Form 593. File the Form 593 with the California Franchise Tax Board and, if applicable, withhold any funds required to be withheld pursuant to California Revenue and Taxation Code Section 18662. (f) Title Policy. Obtain and deliver to Agency the Title Policy or, if requested by Agency, the Extended Title Policy issued by the Title Company; and (g) Purchase Price. Deliver the Purchase Price to Seller, less Seller's share of Escrow closing costs, and less any other charges to the account of Seller, and return all remaining funds held by Escrow Holder for the account of Agency to Agency, less Agency's share of Escrow closing costs, and less any other charges to the account of Agency. Section 3.6 Close of Escrow. (a) Close of Escrow shall occur no later than November 1, 2008 (the "Escrow Closing Date"). If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, without liability to the other Party or any other person for such termination and cancellation, by delivering written notice of termination to both the other Party and the Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 3.11. Without limiting the right of either Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date, and neither Party has exercised its continuing right to cancel the Escrow and terminate this Agreement before the first 9 date on which the Escrow Holder is in a position to close the Escrow, then Escrow shall close as soon as reasonably possible pursuant to the terms and conditions of this Agreement. Section 3.7 Recordation and Distribution of Documents. The Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County of Riverside, California, in the following order at the Close of Escrow: (i) the Deed, with Agency's certificate of acceptance attached, and (ii) any other documents to be recorded through Escrow pursuant to the joint instructions of the Parties. All recorded documents shall provide that they are to be returned to the Escrow Holder after recordation. When originals of such recorded documents are returned to the Escrow Holder, the Escrow Holder shall deliver: (i) the original Deed, with Agency's original certificate of acceptance attached, to Agency and a copy to Seller, each showing all recording information; and (ii) the original of any other document recorded at the Close of Escrow to the Party or other person designated in the joint escrow instructions of the Parties for such recordation and a copy of each such document to the other Party or the Parties, each showing all recording information. Section 3.8 Escrow Closing Costs, Taxes and Title Policy Premium. Seller and Agency shall each pay one-half (1/2) of the Escrow fees and such other costs as the Escrow Holder may charge for the conduct of the Escrow. The Escrow Holder shall notify Agency and Seller of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Holder's estimated Escrow closing/settlement statement to both Seller and Agency; at least, four, (4) business days prior to the Escrow Closing Date. Seller shall pay the premium charged by the Title Company for the Title Policy, including the cost of any endorsements that may be requested by Agency. Agency shall pay any premium amount charged by the Title Company for any Extended Title Policy requested by Agency that exceeds the premium amount to be paid by Seller for the Title Policy, exclusive of any endorsements that may be requested by Agency. Agency shall pay one half of any and all recording fees. Seller shall pay one half of any and all recording fees, all documentary transfer taxes and any and all other charges, fees and taxes levied by a governmental authority relative to the recordation of documents and/or conveyance of the Property through the Escrow. Any costs or expenses of processing the Escrow that are not specifically allocated among the Parties in this Agreement shall be divided between the Parties in accordance with common escrow practices in the County of Riverside, California. Section 3.9 Credit for Property Taxes, Assessments, Fees and Charges. Agency shall be credited towards the Purchase Price, at the Close of Escrow, the sum of all property taxes, assessments, fees, charges and other expense items chargeable to the Property or Seller relative to the Property, and due or outstanding as of midnight on the day immediately preceding the Close of Escrow. Section 3.10 Escrow Cancellation Charges. If the Escrow fails to close due to Seller's material default under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order cancellation charges associated with cancellation of the Escrow and Agency Title Order(s). If the Escrow fails to close due to Agency's material default under this Agreement, Agency shall pay all ordinary and reasonable Escrow and title order cancellation charges associated with cancellation of the Escrow and Agency Title Order(s). If the Escrow fails to close for any reason other than the material default of either Agency or Seller, Agency and 10 Seller shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges associated with cancellation of the Escrow and Agency Title Order(s). Section 3.11 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the default of the other Party, the Parties shall do each of the following: (a) Cancellation Instructions. The Parties shall, within three (3) business days of receipt of the Escrow Holder's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Holder; and (b) The Return of Funds and Documents. Within ten (10) business days following receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from the Escrow Holder: (i) Agency and/or the Escrow Holder shall return to Seller any documents previously delivered by Seller to Agency or the Escrow Holder; (ii) Seller and/or the Escrow Holder shall return to Agency all documents previously delivered by Agency to Seller or the Escrow Holder; and (iii)Escrow Holder shall return to Agency any funds deposited into the Escrow, except as otherwise provided in Section 4.2 less Agency's share of customary and reasonable Escrow and title order cancellation charges, if any. Section 3.12 Facsimile/Counterpart Documents. If Agency or Seller utilizes "facsimile" transmitted signed documents, the Parties agree to accept and instruct the Escrow Holder to rely upon such documents, as if they bore original signatures. Agency and Seller agree to provide to the Escrow Holder, within seventy-two (72) hours after transmission, the original of any facsimile document. Agency and Seller further agree that facsimile documents bearing non-original signatures will not be accepted for recording and that the Parties will provide originally executed documents to Escrow Holder for such purpose. Escrow Holder is authorized to utilize documents that have been signed by Agency and Seller in counterparts. Section 3.13 Notices. All communications from Escrow Holder to either Agency or Seller shall be directed to the addresses and in the manner established in Section 5.3. Section 3.14 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Internal Revenue Code section 6045(e), the Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on such form(s) as may be specified by the Internal Revenue Service pursuant to section 6045(e). Upon the filing of such reporting form with the Internal Revenue Service, the Escrow Holder shall deliver a copy of the filed form to both Seller and Agency. 11 ARTICLE IV DEFAULTS, REMEDIES AND TERMINATION Section 4.1 Default. (a) Subject to any extensions of time provided for in this Agreement, failure or delay by either Party to perform any non-monetary term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement. Any default subject to this subsection (a) that is not cured or the cure of which is not prosecuted continuously to completion, following the notice and opportunity to cure provided in this subsection(a), shall constitute an Event of Default. (b) Subject to any extensions of time provided for in this Agreement, failure or delay by either Party to perform any monetary term or provision of this Agreement, including payments into Escrow, shall constitute a default under this Agreement; provided, however, that if a Party otherwise in default cures such default, within seven (7) calendar days after receipt of written notice from the injured Party specifying such default, such Party shall not be deemed to be in default under this Agreement. Any default subject to this subsection (b) that is not cured, following the notice and opportunity to cure provided in this subsection (b), shall constitute an Event of Default. (c) The injured Party shall give written notice, as set forth in Section 5.4, of the occurrence of a default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. (d) Any failure or delay by either Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delay by either Party in asserting any of its rights and/or remedies shall not deprive either Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies. Section 4.2 LIQUIDATED DAMAGES TO SELLER. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY AGENCY UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, SELLER MAY CANCEL THE ESCROW, PURSUANT TO SECTION 3.11, AND UPON CANCELLATION OF THE ESCROW, SELLER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY THE PROPERTY TO AGENCY AND ANY SUCH ESCROW CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF SELLER TO AGENCY OR ANY OTHER PERSON OR ENTITY ARISING FROM SUCH ACTION. SELLER AND AGENCY ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND 12 IMPRACTICAL, IF NOT IMPOSSIBLE, TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER, IN THE EVENT OF A CANCELLATION OF THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY AGENCY UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES SELLER WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY AGENCY UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, SELLER AND AGENCY AGREE THAT A REASONABLE ESTIMATE OF AGENCY'S DAMAGES IN SUCH EVENT IS TWENTY-FIVE THOUSAND DOLLARS ($25,000) (THE "PRE- CLOSING LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE CANCELLATION OF THE ESCROW BY SELLER DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY AGENCY UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE ESCROW HOLDER SHALL IMMEDIATELY CANCEL THE ESCROW AND SELLER SHALL BE ENTITLED TO THE PRE-CLOSING LIQUIDATED DAMAGES AMOUNT. RECEIPT OF THE PRE-CLOSING LIQUIDATED DAMAGES AMOUNT SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY AGENCY UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW. Initials of Authorized Initials of Authorized Seller Representative(s) Agency Representative(s) Section 4.3 Specific Performance. Seller agrees that the Property constitutes unique property that cannot be readily obtained on the open market and that Agency would be irreparably injured if this Agreement is not specifically enforced after a default by Seller. Therefore, Agency shall have the right to specifically enforce the Seller's performance of Seller's obligations under this Agreement, and Seller agrees to waive the defense in any suit or proceeding that Agency has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy, and that Agency shall have the right to obtain specific performance under this Agreement without being required to prove actual damages, post bond or furnish other security. If specific performance is granted, Agency shall be entitled to obtain any court costs and reasonable attorney's fees incurred by Agency in enforcing Agency's rights under this Agreement. As a condition to seeking specific performance, Agency shall not be required to have tendered the Purchase Price but shall be ready, willing and able to do so. Section 4.4 Legal Actions. (a) Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity. Such legal actions 13 must be instituted in the Superior Court of the State of California in and for the County of Riverside, California, in any other appropriate court within the County of Riverside, California, or in the United States District Court for the Southern District of California. (b) The laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to their conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of San Jacinto, County of Riverside, California. Section 4.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE IV are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. ARTICLE V GENERAL PROVISIONS Section 5.1 Incorporation of Recitals. The Recitals of fact preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. Section 5.2 Eminent Domain. If any material portion of the Property, or any interest in any portion of the Property, is taken by condemnation prior to Close of Escrow by any condemning authority other than Agency (including, without limitation, the filing of any notice of intended condemnation or proceedings in the nature of eminent domain, commenced by any governmental authority other than Agency), Seller shall immediately give Agency notice of such occurrence, and Agency shall have the option, exercisable within ten (10) business days after receipt of such notice from Seller, to either (i) terminate this Agreement without liability to Seller or any other entity; or (ii) continue with this Agreement in accordance with its terms, in which event Seller shall assign to Agency any right of Seller to receive any condemnation award attributable to any portion of the Property. Section 5.3 Notices,Demands and Communications Between the Parties. (a) Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight delivery service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of Seller or Agency, as applicable, as designated in subsection (b). Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate in writing. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight delivery service or four (4) business days after it is placed in the United States Mail, as provided in this Section 53(a). 14 (b) The following are the authorized addresses for the submission of notices, demands or communications to the Parties: To Seller: Sedlack Development Co. 1817 Morena Blvd. Suite E San Diego, California 92110 With courtesy copy to: Lee &Associates 3240 Mission Inn Avenue Riverside, California 92507 Attn: Toby Tewell To Agency: The Redevelopment Agency 595 S. San Jacinto Ave. San Jacinto, California 92583 Attention: Executive Director With courtesy copy to: Best Best& Krieger, LLP 3500 Porsche Way Suite 200 Ontario, California 91764 Telephone: (909) 989-8584 Fax: (909) 944-1441 Attention: Haviva Shane, Esq. Section 5.4 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to business days of Agency. Section 5.5 Indemnity by Seller. Seller agrees that following the Close of Escrow, at Seller's sole cost and expense, Seller shall indemnify, protect, defend (with counsel of Agency's choice), and hold Agency, its successors and assigns, elected officials, officers, employees, agents and attorneys (collectively, the "Agency Parties") harmless from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys' and experts' reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against any of the Agency Parties relating to or arising from or during (i) Seller's ownership or operation of the Property on or before the Close of Escrow, (ii) the use on or before the Close of Escrow of the Property by Seller or any third parry, including, without limitation, any tenant, invitee or licensee of Seller, (iii) any breach of any covenant, agreement, representation or warranty of Seller contained in this Agreement; (iv) the presence, use, handling, storage, disposal or release on or before the Close of Escrow of Hazardous Materials on, under or about 15 the Property; and (v) any violation of any federal, state or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property prior to the Close of Escrow. The indemnity by Seller provided for in this Section 5.5 shall survive the Close of Escrow and the recordation of the Grant Deed. Section 5.6 Possession; Risk of Loss. Agency shall be entitled to sole possession of the Property immediately upon Close of Escrow. All risk of loss or damage to the Property will pass from the Seller to Agency at the Close of Escrow. In the event that material loss or damage occurs to the Property prior to the Close of Escrow, either Party may terminate this Agreement and cancel the Escrow. Section 5.7 No Intended Third Party Beneficiaries. The Parties do not intended to create any rights for, in favor of or on behalf of any person or entity by entering into this Agreement, other than the Parties themselves. Section 5.8 Conflict of Interest. No member, official or employee of Agency having any conflict of interest, direct or indirect, related to this Agreement shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest, as of the date of this Agreement. Section 5.9 Warranty Against Payment of Consideration for Agreement. Seller warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 5.9, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by Seller. Section 5.10 Non-liability of Agency Officials and Employees. No elected official, officer, employee or agent of Agency shall be personally liable to Seller, or any successor in interest of Seller, in the event of any default or breach by Agency under this Agreement or for any amount that may become due to Seller or to its successor, on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful misconduct of such elected official, officer, employee or agent. Section 5.11 Unavoidable Delay; Extension of Time for Performance. (a) Subject to specific provisions of this Agreement, performance by either Party under this Agreement shall not be deemed, or considered to be in default, where any such default is due to an Unavoidable Delay. An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence to run from the date of the occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Party with written notice of the occurrence of the Unavoidable Delay, within ten (10) calendar days following the date of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such Unavoidable Delay. 16 (b) The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this- Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement. Section 5.12 Agency Legal Counsel Fees and Costs. For the purposes of this Agreement, all references to reasonable attorneys' fees and costs in reference to Agency are intended to include the salaries, benefits and costs of Agency Legal Counsel and the lawyers employed in the Office of the City Attorney, Section 5.13 Real Estate Brokers and Commissions. (a) Seller and Agency shall each deposit with Escrow Holder for distribution upon Close of Escrow such funds as may be required to pay all sales or brokerage commissions and finder's fees, if any, for which that Party has incurred any obligation with respect to the transaction which is-the subject of this Agreement. Seller-and Agency shall each indemnify, protect, defend and hold harmless the other Party and its successors hereunder from and against any and all claims, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorney's fees, court.costs and litigation expenses, arising from or in connection with any sales or brokerage commissions, finder's fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of such indemnifying Party. (b) Seller acknowledges and represents to Agency that it has retained the services of Lee & Associates Commercial Real Estate Services, Inc. — Riverside, California, to act as Seller's broker in connection with the transaction which is the subject of this Agreement. (c) Agency represents to Seller that it has employed no broker or finder in connection with the transaction which is the subject of this Agreement. Section 5.14 Binding on Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 5.15 Partial Invalidity; Severability. If any term or provision or portion of any term or provision of this Agreement or the application of any such term or provision or portion of such term or provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 17 Section 5.16 Entire Agreement. (a) This Agreement shall be executed in four (4) originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement includes twenty (20) pages in addition one (1) exhibit, together constituting the entire understanding and Agreement of the Parties regarding the Property and the other subjects addressed in this Agreement. (b) This Agreement integrates all of the terms and conditions mentioned iri this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property and the other subjects addressed in this Agreement. (c) None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property, and this Agreement shall continue in full force and effect before and after any such conveyances. (d) All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of both Seller and Agency. Section 5.17 Execution of this Agreement. Following execution of four (4) counterpart originals of this Agreement by the authorized representative(s) of Seller and prompt delivery of such originals, thereafter, to Agency, this Agreement,shall be subject to the review and approval by Agency Board, in its sole and absolute discretion, no later than thirty (30) calendar days after the date of delivery to Agency of all of the four (4) counterpart originals of this Agreement executed by the authorized representative(s) of Seller. If Agency has not approved, executed and delivered an original of this Agreement to Seller within the foregoing time period, then no provision of this Agreement shall be of any force or effect for any purpose. [Signatures on following page] 18 SIGNATURE PAGE TO REAL PROPERTY PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, Seller and Agency have executed this Real Property Purchase and Sale Agreement by and through the signatures of their duly authorized representative(s) set forth below: SELLER: AGENCY: SEDLACK DEVELOPMENT CO., L.P., THE REDEVELOPMENT AGENCY OF THE a California limited partnershi CITY OF SAN JACINTO, a public body, corporate and politic By: Its: /IV. I&T-oyGk- �- �ec.OeILOL, Barry Nellan, ExecutiveLU ._ a By: ATTEST: Its: � `�1.�(.�.C/Y'iQ�L.C� .• •,. Cif Clerk Y APPROVED AS TO FORM: Best Best&Krieger LLP Agency Counsel 19 EXHIBIT "A" PROPERTY LEGAL DESCRIPTION [APN 437-094-006-91 Lot 9 in Block 3 of B.J. Inwalls Subdivision in the City of San Jacinto, County of Riverside, State of California, as per Map recorded in Book 2, page 107 of Maps, in the office of the County Recorded of said County. (This property is commonly known as 239 W. 7t' Street, San Jacinto.) [APN 437-094-011-31 .78 Acre M/L in Lots 1, 2, 3 and 8, Block 3, MB 002/107 S D BJ Inwalls Sub of Lots 2 and 3, Block 24 shown on Map on file in Book 2, page 107 of Maps, Records of Riverside County, California. Exhibit A