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.
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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).
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\� 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)
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