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2013-09 RESOLUTION NO. 2013-019, SA °. A RESOLUTION OF THE SUCCESSOR AGENCY TO THE FORMER GRAND TERRACE REDEVELOPMENT AGENCY APPROVING ADDENDUM THREE TO THE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE AND O'REILLY AUTOMOTIVE STORES, INC. AUTHORIZING THE SALE OF SUCCESSOR AGENCY PROPERTY IN THE 21900 BLOCK OF .BARTON ROAD TO O'REILLY AUTOMOTIVE STORES, INC. TO .DEVELOP A NEW RETAIL STORE WHEREAS, ABX1 26 resulted in the dissolution of the Grand Terrace Redevelopment Agency ("Agency"); WHEREAS, the City of Grand Terrace acted by resolution to become the successor agency.to the Grand Terrace Redevelopment Agency ("Successor Agency"); WHEREAS, prior to the dissolution of redevelopment pursuant to ABX1 26, the Agency was contacted by O'Reilly Automotive Stores, Inc. ("O'Reilly") for the purpose of purchasing the 21900 Block of Barton Road ("Property"); WHEREAS, the Agency and O'Reilly entered into negotiations for the sale of the Property up until early June of 2011; WHEREAS, the enactment of ABX1 26, and the ultimate outcome of California Redevelopment Association et al. v. Ana Matosantos et al., halted all Agency activity related to the sale of the Property; WHEREAS, with the Agency formally dissolved after January 31, 2012 and pursuant to the wind down requirements of ABX1 26, the Successor Agency resumed negotiations for the sale of the Property under the disposition requirements of ABX1 26 and the Health & Safety Code unaffected by ABX1 26; and WHEREAS, on April 24, 2012, pursuant to existing law relating to dissolution at the time, the Successor Agency adopted Resolution No. 2012-21 SA authorizing a Sale and Purchase Agreement and Escrow Instructions ("Agreement") between the Successor Agency and O'Reilly for the sale of Property. WHEREAS, on May 2, 2012, the Oversight Board for the Successor Agency adopted Resolution' No. 2012-11 OB approving and authorizing an Agreement between the Successor'Agency and O'Reilly for the sale of Property. N WHEREAS, on October 17, 2012 and February 21, 2013, the Executive Director of the \ Successor Agency executed Addendum One and Addendum Two, respectively, to the Agreement. WHEREAS, the Agency's Redevelopment Plan is in compliance with the City of Grand Terrace's General Plan. WHEREAS, the Agency's Redevelopment Plan is in compliance with the City of Grand Terrace's General Plan. NOW THEREFORE, THE GRAND TERRACE CITY COUNCIL, ACTING AS THE SUCCESSOR AGENCY, DOES RESOLVE, DETERMINE, FIND AND ORDER AS' FOLLOWS: SECTION 1. The City of Grand Terrace, acting as the Successor Agency, finds -that Addendum Three of the Agreement, attached =hereto, authorizing the sale of the Property is in compliance with the Agency's Redevelopment Plan, because the Redevelopment Plan's goals include strengthening of retail and commercial functions and the economic base. SECTION 2. The City of Grand Terrace, acting as the Successor Agency, hereby approves Addendum Three of the Agreement and the sale of Property pursuant to Health & Safety Code § 34177(e). i \� SECTION 3. The Executive Director is hereby authorized to take all necessary actions to complete the sale of the Property, including, but not limited to meeting the requirements of ABX1 26, or any other applicable law. The Executive Director is further authorized to transmit Addendum Three of the Agreement to the Oversight Board for the Successor Agency for its consideration and approval. SECTION 4. The Agency Secretary shall certify to the adoption of this Resolution.. PASSED, APPROVED AND ADOPTED this 26t"day of February, 2013. Chair of the Successor Agency for the Community Redevelopment Agency of the City of Grand Terrace ATTEST: Agency Se etary I, TRACEY R. MARTINEZ_, AGENCY SECRETARY of the Successor Agency for the Community Redevelopment Agency of the City of Grand Terrace, do hereby certify that the foregoing Resolution was introduced and adopted at a regular meeting of the Successor Agency Board of the Successor Agency for the Community .Redevelopment Agency of the City of Grand Terrace held on the 26t" day of February, 2013 by the following vote: AYES: Board Members Miltchlell, Robles atA. McNabbe; Vice-Chaiirmhha SkhadbVitill, hlh&.Mayor St6nckiewiltz NOES: None ABSENT: Noive. _ ABSTAIN: None Tracey R. M rtinez,-Agency Se r tary APPROVED AS Successor Agency Counsel PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ADDENDUM TWO SELLER: CITY OF GRAND TERRACE, (acting as Successor Agency to the Community Redevelopment Agency.) BUYER: O'REILLY AUTOMOTIVE STORES, INC., a Missouri corporation ADDRESS OF PROPERTY: Barton Road (East of Vivenda Avenue) OPENING OF ESCROW DATE: May 23, 2012 The undersigned parties agree to amend the above-described Purchase and Sale Agreement and Escrow Instructions (the"Agreement'), dated April 24, 2012, as follows: 1. INSPECTION REVIEW PERIOD. The first three lines of Section 3.2. (Inspection Review Period) at the bottom of page 4 of the Agreement are hereby deleted in their entirety and the following language is inserted in lieu thereof: "Buyer shall have until May 20, 2013 to approve at its sole discretion, the following, which shall be provided by Seller to Buyer within ten (10) business days from opening of escrow, and include, but not be limited to:" 2. BUYER'S CONDITIONS AND INSPECTION PERIOD. The second sentence of Section 3.4 (Buyer Conditions and Inspection Period) is hereby deleted in its entirety and the following sentence is inserted in lieu thereof: j" "Buyer shall have until May 20, 2013 (the `Inspection Period') to complete its investigation of the Property." p rtY.» 3. CLOSE OF ESCROW: The first sentence of Section 4.4 (Close of Escrow) on page 7 of the Agreement is hereby deleted in its entirety and the following language is inserted in lieu thereof: The Closing shall occur not later than June 4, 2013 (the "Scheduled Closing Date"), subject to Section 4.7(a), unless extended by mutual written agreement of the parties. 4. In all other respects, the Agreement, as previously modified, shall remain unmodified and in full force and effect. 5. If this Agreement Addendum is not executed by both Buyer and Seller, by the 31st day of March, 2013, the Buyer has the option to declare the Agreement and its addenda null and void and the escrow deposit shall be returned to Buyer. 6. REDEVELOPMENT DISSOLUTION APPROVALS: Buyer acknowledges and agrees that under ABX1 26 and AB 1484, relating to dissolution of redevelopment in California, ("Dissolution Laws"), Seller's approval of this Amendment Two to the Agreement is subject to several legal requirements including, but not limited to, notices to and/or approvals from the California Department of Finance, the Oversight Board of the Successor Agency to the Grand Terrace Community Redevelopment Agency, and any other relevant State agencies ("Dissolution Approvals"). Buyer acknowledges and agrees that the Seller has no control over whether Dissolution Approvals. Buyer hereby acknowledges and agrees that it will not bring any claims, demands, suits, actions, or proceedings of any kind or nature against the Seller, its agents, employees, consultants, or volunteers related to Dissolution Approvals as it relates to this Amendment Two to the Agreement. SELLER: CITY OF GRAND TERRACE, acting as the Successor Agency:to the Community Redevelopment Agency. BY: . Name:, :.: Title:. _. Executed on 2013 Approved;as to Form: BY::. . . Name: "Richard L. Adams 11 Title: Successor Agency Counsel BUYER: O'REILLY AUTQMOTIIVF,STORES, INC. by: Name`. Robert L. Greene Title: Director of Real Estate Legal Services Executed on z/�J 12013 (GT2) l 2 _ .