02/26/2013CITY OF GRAND TERRACE
CITY COUNCIL
AGENDA • FEBRUARY 26, 2013
Council Chambers Regular Meeting 6:00 PM
Grand Terrace Civic Center • 22795 Barton Road
City of Grand Terrace Page 1 Updated 10/25/2012 1:16 PM
The City of Grand Terrace complies with the Americans with Disabilities Act of 1990. If you require
special assistance to participate in this meeting, please call the City Clerk’s office at (909) 824-6621 at
least 48 hours prior to the meeting.
If you desire to address the City Council during the meeting, please complete a request to speak form
available at the entrance and present it to the City Clerk. Speakers will be called upon by the Mayor at
the appropriate time.
Any documents provided to a majority of the City Council regarding any item on this agenda will be made
available for public inspection in the City Clerk’s office at city hall located at 22795 Barton Road during
normal business hours. In addition, such documents will be posted on the City’s website at
www.cityofgrandterrace.org
CALL TO ORDER
Convene City Council and City Council as the Successor Agency to the Community Redevelopment
Agency
Invocation
Pledge of Allegiance
Roll Call
Attendee Name Present Absent Late Arrived
Mayor Walt Stanckiewitz ¨¨¨
Mayor Pro Tem Bernardo Sandoval ¨¨¨
Councilwoman Darcy McNaboe ¨¨¨
Councilmember Jackie Mitchell ¨¨¨
Councilwoman Sylvia Robles ¨¨¨
1.ITEMS TO DELETE
2.SPECIAL PRESENTATIONS
A.Community Emergency Response Team (C.E.R.T.) Update
B.Grand Terrace Area Chamber of Commerce Business of the Month
Agenda Grand Terrace City Council February 26, 2013
City of Grand Terrace Page 2 Updated 10/25/2012 1:16 PM
3.CONSENT CALENDAR
The following Consent Calendar items are expected to be routine and noncontroversial. They will be
acted upon by the Council at one time without discussion. Any Council Member, Staff Member, or Citizen
may request removal of an item from the Consent Calendar for discussion.
A.Waive Full Reading of Full Ordinances on Agenda
B.Approval of Check Register No. 02-26-2013
4.PUBLIC COMMENT
This is the opportunity for members of the public to comment on any items not appearing on the regular
agenda. Because of restrictions contained in California Law, the City Council may not discuss or act on
any item not on the agenda, but may briefly respond to statements made or ask a question for
clarification. The Mayor may also request a brief response from staff to questions raised during public
comment or may request a matter be agendized for a future meeting.
5.COUNCIL REPORTS
6.PUBLIC HEARINGS
A.Prioritization of Community Development Block Grant (CDBG) Funds for Program Year 2013-14
7.UNFINISHED BUSINESS
8.NEW BUSINESS
A.County of San Bernardino Board Representative Seat Appointment to the Oversight Board of the Grand
Terrace Successor Agency
B.Mid-Year Budget Review
C.Addendum Three to the Purchase and Sale Agreement and Escrow Instructions Between the City of
Grand Terrace City Council as the Successor Agency of the Community Redevelopment Agency and
O'Reilly Automotive Stores, Inc.
D.Waiver of Land Use Application Fee for Friends of Blue Mountain Annual Walk
9.CLOSED SESSION
ADJOURN
A.The Next Regular City Council Meeting will be held on Tuesday, March 12, 2013 at 6:00 PM.
Agenda item requests must be submitted in writing to the City Clerk’s office no later than 14 calendar
days preceding the meeting.
AGENDA REPORT
MEETING DATE:February 26, 2013 Council Item
TITLE:Approval of Check Register No. 02-26-2013
PRESENTED BY:Cynthia Fortune, Finance Manager
RECOMMENDATION:Approve Attached Check Register for February 26, 2013, as
Submitted, which includes the Check Register Account Index
and Voucher Listings for Fiscal Year 2012-13.
BACKGROUND:
The Check Register for February 26, 2013 is presented in accordance with Government
Code §37202 and is hereby submitted for the City Council’s approval.
The attached index to the Check Register is a guideline account list only and is not
intended to replace the comprehensive chart of accounts used by the City and CRA
Successor Agency. Expenditure account number formats are XX-XXX-XXX [Fund-
Department-Account]. Expenditures may be made from trust/agency accounts (Fund
23-XXX-) or temporary clearing accounts which do not have a budgetary impact.
A total of $365,441.46 in accounts payable checks was issued during the period for
services, reimbursements, supplies and contracts and are detailed in the attached
check register.
New vendors:
Check
No.Payee Description Amount
69015 Graves & King
LLP
Admin Hearing Officer –Code
Enforcement and Animal Control $1,347.05
Payments larger than $10,000:
Check
No.Payee Description Amount
68995 Public Emp.
Retirement Sys.
PERS Contributions for payroll ending
1/18/2013 $14,094.98
69029 S.B. County
Sheriff
Law Enforcement Services for February
and 2nd quarterly services $167,814.83
68993 So. CA. Edison
Company Energy Usage for January $11,121.87
69001 Zions Bank Principal and Interest on refi of 1997
COPS $127,423.78
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Payroll costs for the period ending January 18, 2013
Pay
Per.Period Ending Period Amount
3 02/01/2013 Biweekly $52,876.63
FISCAL IMPACT:
All disbursements are made in accordance with the Adopted Budget for Fiscal Year
2012-13.
ATTACHMENTS:
·Check Register 2/26/2013
·Check Register Account Index
APPROVALS:
Cynthia Fortune Completed 02/21/2013 8:47 AM
Finance Completed 02/21/2013 8:50 AM
City Attorney Completed 02/21/2013 11:18 AM
City Manager Completed 02/21/2013 11:49 AM
City Council Pending
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02/20/2013
Voucher List
CITY OF GRAND TERRACE
1
12:20:07PM
Page:vchlist
Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
68991 2/13/2013 001907 COSTCO #478 0478 15 0016 20 WEEKLY CHILD CARE SUPPLIES
09-440-220-000-000 151.02
Total : 151.02
68992 2/15/2013 001213 AT & T Jan/Feb 2013 Jan/Feb Phones & Internet Services
09-440-235-000-000 403.34
10-190-235-000-000 543.74
10-450-235-000-000 47.09
10-805-235-000-000 162.50
10-808-235-000-000 100.64
Total : 1,257.31
68993 2/15/2013 006720 SO.CA.EDISON COMPANY Jan2013Energy January Energy Usage
10-805-238-000-000 692.76
10-172-238-000-000 37.98
10-190-238-000-000 2,543.34
10-450-238-000-000 784.53
26-601-238-000-000 41.50
26-602-238-000-000 58.10
16-510-238-000-000 6,355.29
10-175-238-000-000 37.99
26-600-238-000-000 49.80
09-440-238-000-000 520.58
Total : 11,121.87
68994 2/15/2013 006730 SO.CA.GAS COMPANY Jan2013 Jan Gas/CNG Fuel
10-190-238-000-000 871.05
10-805-238-000-000 296.46
09-440-238-000-000 209.30
10-175-272-000-000 7.80
10-185-272-000-000 2.60
09-440-272-000-000 2.60
Total : 1,389.81
68995 2/15/2013 005702 PUBLIC EMPLOYEES' RETIREMENT PR End 1/18/13 PERS Contributions-PR End 1/18/13
10-022-62-00 14,094.98
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Voucher List
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Page:vchlist
Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
(Continued)Total : 14,094.98 68995 2/15/2013 005702 PUBLIC EMPLOYEES' RETIREMENT
68996 2/19/2013 011206 AUL 3121 TRUST PR End 1/18/13 Contributions for PR End 1/18/13
10-022-68-00 439.74
Total : 439.74
68997 2/19/2013 010693 ARROWHEAD UNITED WAY PR End 1/18/13 Contributions for PR End 1/18/13
10-022-65-00 17.50
Total : 17.50
68998 2/19/2013 003210 DEPT 32-2500233683 14865 Park Maint Supplies
10-450-245-000-000 32.54
Total : 32.54
68999 2/19/2013 011092 METLIFE-GROUP BENEFITS FebDental February Emp/Dep Dental Insurance
10-022-61-00 1,189.80
Total : 1,189.80
69000 2/19/2013 011196 FIDELITY SECURITY LIFE FEB-4720551 February Employee Paid Vision Insurance
10-022-61-00 113.32
Total : 113.32
69001 2/20/2013 010697 ZIONS BANK 00100539-88684339002Principal/Interest Refi of '97 COP
10-190-242-000-000 127,423.78
Total : 127,423.78
69002 2/26/2013 010019 5 POINT AUTO SERVICE 18891 VEHICLE MAINTENANCE-SMOG TEST
10-175-272-000-000 48.20
Total : 48.20
69003 2/26/2013 001024 UNITED STATES TREASURY 255704 Business Cards
10-140-210-000-000 20.00
10-110-210-000-000 80.00
10-172-210-000-000 10.00
10-175-210-000-000 10.00
10-370-210-000-000 20.00
Total : 140.00
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Voucher List
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Page:vchlist
Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
69004 2/26/2013 011143 ALBERT A. WEBB ASSOCIATES 130225 JAN. PROFESSIONAL SRVS-GT FITNESS PARK
48-600-325-003-000 2,738.72
Total : 2,738.72
69005 2/26/2013 011213 BLACK & VEATCH CORP 1150862 NOV UTIL BILL/SEWER COST ANLYS
21-175-255-000-000 120.99
1154571 FEBRUARY UTIL BILL/SEWER COST ANLYS
21-175-255-000-000 830.00
Total : 950.99
69006 2/26/2013 001713 CA. DEPT. OF TRANSPORTATION Sl130519 Oct-Dec I-215 Ramps Energy & Maint
16-510-238-000-000 2,130.91
Total : 2,130.91
69007 2/26/2013 001762 CCAC 2013 2012 Membership Renewal-Martinez
10-125-265-000-000 145.00
Total : 145.00
69008 2/26/2013 001810 CITY NEWSPAPER GROUP 17279 ADVERTISING PUBLICATIONS
10-125-230-000-000 233.10
Total : 233.10
69009 2/26/2013 006435 CITY OF SAN BERNARDINO 2013-10000051 FEBRUARY ANIMAL CONTROL SRVS
10-187-256-000-000 8,682.00
Total : 8,682.00
69010 2/26/2013 001867 COMMERCIAL LANDSCAPE SUPPLY 177205 MAINT SUPPLIES
10-450-245-000-000 79.96
Total : 79.96
69011 2/26/2013 011166 CORNERSTONE RECORDS MANAGEMENT 0198457 JANUARY ARCHIVE TAPE STORAGE
10-140-250-000-000 56.65
10-380-250-000-000 56.65
Total : 113.30
69012 2/26/2013 001950 DATA QUICK B1-2119272 JANUARY SUBSCRIPTION SVCS
10-370-250-000-000 87.00
10-380-250-000-000 43.50
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Page:vchlist
Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
(Continued)Total : 130.50 69012 2/26/2013 001950 DATA QUICK
69013 2/26/2013 002740 FRUIT GROWERS SUPPLY 91190014 MAINT SUPPLIES
10-450-245-000-000 30.96
Total : 30.96
69014 2/26/2013 011040 GOVERNMENT STAFFING SVCS INC 123624 Temp Sr Acct Tech-wk ending 1/27/13
10-140-111-000-000 1,995.00
Total : 1,995.00
69015 2/26/2013 011262 GRAVES & KING LLP 1210-0009418 Admin Hearing Officer-Animal Cont/C.Enf.
10-160-250-000-000 1,347.05
Total : 1,347.05
69016 2/26/2013 003170 HdL COREN & CONE 0019027-IN JAN-MARCH 2013 PROPERTY TAX SRVS
32-370-255-000-000 625.00
Total : 625.00
69017 2/26/2013 010632 HIGH TECH SECURITY SYSTEMS 103420 MARCH SECURITY CAMERA MONITORING
10-450-246-000-000 60.00
10-195-247-000-000 20.00
Total : 80.00
69018 2/26/2013 003213 HONEYWELL ACS SERVICE 5225351875 HVAC MAINTENANCE & REPAIR
10-195-257-000-000 1,591.08
5225371507 HVAC MAINTENANCE & REPAIR
10-195-257-000-000 374.49
Total : 1,965.57
69019 2/26/2013 003216 HOUSTON & HARRIS PCS, INC.13-17539 HYDRO-WASH SEWERS
21-573-602-000-000 4,938.00
Total : 4,938.00
69020 2/26/2013 011235 IQM2 INC.4220 FEBRUARY MINUTETRAQ SUBSCRICPTION
10-125-250-000-000 550.00
Total : 550.00
69021 2/26/2013 002727 J.R. FREEMAN COMPANY 502373-0 Council Chamber Name Plates
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Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
69021 2/26/2013 (Continued)002727 J.R. FREEMAN COMPANY
10-140-210-000-000 32.29
10-370-210-000-000 32.30
10-125-210-000-000 32.29
502931-0 Office Supplies
10-125-210-000-000 16.15
Total : 113.03
69022 2/26/2013 010773 KELLAR SWEEPING INC.7435 JANUARY STREET SWEEPING SVCS
16-900-254-000-000 4,200.00
Total : 4,200.00
69023 2/26/2013 004989 NATIONAL NOTARY ASSOCIATION 2013 2013 NNA Membership Renewal-Martinez
10-125-265-000-000 52.00
Total : 52.00
69024 2/26/2013 005400 OFFICE DEPOT 639545760001 Office Supplies
10-140-210-000-000 47.61
639548297001 Office Supplies
10-140-210-000-000 8.85
641407587001 Office Supplies
10-140-210-000-000 13.79
641407610001 Office Supplies
10-140-210-000-000 49.76
641407611001 Office Supplies
10-140-210-000-000 14.70
641773329001 Office Supplies
10-140-210-000-000 85.62
643063526001 Office Supplies-Custom PO Stamps
09-440-210-000-000 30.23
10-140-210-000-000 30.23
10-125-210-000-000 30.23
10-120-210-000-000 30.23
10-172-210-000-000 15.11
10-175-210-000-000 15.12
Total : 371.48
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Page:vchlist
Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
69025 2/26/2013 005586 PETTY CASH 02142013 Replenish C.Care Petty Cash
09-440-210-000-000 8.57
09-440-221-000-000 21.50
09-440-223-000-000 20.16
09-440-228-000-000 91.82
Total : 142.05
69026 2/26/2013 011245 RAQUEL'S CLEANING SERVICE 0000008 FEBRUARY C. CARE CLEANING SERVICES
09-440-244-000-000 1,000.00
Total : 1,000.00
69027 2/26/2013 011074 REDFLEX TRAFFIC SYSTEMS Dec2012 December Red Light Camera Fines
17-900-255-000-000 453.72
Total : 453.72
69028 2/26/2013 010171 SIEMENS INDUSTRY INC 400095037 JANUARY RESPONSE CALL OUTS
16-510-255-000-000 1,163.36
400095218 JANUARY TRAFFIC SIGNAL & QUIKNET MAINT
16-510-255-000-000 1,766.49
Total : 2,929.85
69029 2/26/2013 006531 S.B. COUNTY SHERIFF 12410 2ND QTR FY2012-13 QTRLY SVCS
10-410-220-000-000 19,210.91
10-410-250-000-000 1,987.92
12455 FEBRUARY LAW ENFORCEMENT
10-410-256-000-000 131,742.00
10-140-255-000-000 6,541.00
14-411-256-000-000 8,333.00
Total : 167,814.83
69030 2/26/2013 006898 SYSCO FOOD SERVICES OF L.A.302050640 2 C. CARE FOOD/SUPPLIES
09-440-220-000-000 665.82
302120731 5 C. CARE FOOD & SUPPLIES
09-440-220-000-000 911.61
Total : 1,577.43
69031 2/26/2013 011110 TIME WARNER CABLE Feb844840...7245 CABLE & INTERNET SVCS
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Bank code :bofa
Voucher Date Vendor Invoice Description/Account Amount
69031 2/26/2013 (Continued)011110 TIME WARNER CABLE
10-805-238-000-000 121.28
Total : 121.28
69032 2/26/2013 007220 UNDERGROUND SERVICE ALERT 120130293 JANUARY DIG ALERT TICKETS
16-900-220-000-000 28.50
Total : 28.50
69033 2/26/2013 001038 VERIZON WIRELESS-LA 1158145657 JAN/FEB WIRELESS SERVICES
10-175-235-000-000 110.88
Total : 110.88
69034 2/26/2013 007854 WESTERN EXTERMINATORS CO 934106 JANUARY PEST CONTROL SERVICES
10-195-245-000-000 95.00
09-440-245-000-000 158.00
10-805-245-000-000 36.50
Total : 289.50
69035 2/26/2013 007920 WILLDAN 002-13027 JANUARY PLANCHECK & INSPECTION SVCS
10-172-250-000-000 1,775.00
Total : 1,775.00
69036 2/26/2013 007987 XEROX CORPORATION 066340951 JAN WC5755A XEROX COPIER LEASE
10-190-700-000-000 305.98
Total : 305.98
Bank total : 365,441.46 46 Vouchers for bank code :bofa
365,441.46Total vouchers :Vouchers in this report 46
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City of Grand Terrace
Check Register Index
FD No.Fund Name Dept No.Department Name/Cost Center Acct No.General Account Numbers
09 CHILD CARE FUND 110 CITY COUNCIL 110 SALARIES/WAGES
10 GENERAL FUND 120 CITY MANAGER 139 EMPLOYEES' BENEFIT PLAN
11 STREET FUND 125 CITY CLERK 140 RETIREMENT
12 STORM DRAIN FUND 140 FINANCE 142 HEALTH/LIFE INSURANCE
13 PARK FUND 160 CITY ATTORNEY 143 WORKERS' COMPENSATION
14 AB 3229 COPS FUND 172 BUILDING & SAFETY 138/141 MEDICARE / SUI
15 AIR QUALITY IMPROVEMENT FUND 175 PUBLIC WORKS 210 OFFICE EXPENSE
16 GAS TAX FUND 180 COMMUNITY EVENTS 218-219 NON-CAPITAL FURN/SMALL TOOLS
17 TRAFFIC SAFETY FUND/ TDA FUND 185 RENTAL INSPECTION PROGRAM 220 SPECIAL DEPARTMENTAL EXP
19 FACILITIES DEVELOPMENT FUND 187 ENFORCEMENT PROGRAM 230 ADVERTISING
20 MEASURE I FUND 190 GENERAL GOVERNMENT (NON-DEPT) 235 COMMUNICATIONS
21 WASTE WATER DISPOSAL FUND 195 FACILITIES MAINTENANCE 238-239 UTILITIES
22 COMMUNITY DEV. BLOCK GRANT 370 COMMUNITY & ECONOMIC DEV 240-242 RENTS & LEASES
26 LSCPG/ LGHTG ASSESSMENT DIST. 380 MGT INFORMATION SYSTEMS 245-246 MAINT BLDG GRNDS EQUIPMNT
44 BIKE LANE CAPITAL FUND 410 LAW ENFORCEMENT 250-251 PROFESSIONAL SERVICES
46 STREET IMPROVEMENT PROJECTS 430 RECREATION SERVICES 255-256 CONTRACTUAL SERVICES
47 BARTON RD. BRIDGE PROJECT 440 CHILD CARE 260 INSURANCE & SURETY BONDS
48 CAPITAL PROJECTS FUND 450 PARKS MAINTENANCE 265 MEMBERSHIPS & DUES
32 CRA-CAPITAL PROJECTS FUND 510 STREET & SIGNAL LIGHTING 268 TRAINING
33 CRA-DEBT SERVICE FUND 600 WEST SIDE PARK 270 TRAVEL/CONFERENCES/MTGS
34 CRA-LOW & MOD HOUSING 601 TRACT 14471 PICO & ORIOLE 272 FUEL & VEHICLE MAINTENANCE
602 FORREST CITY PHASE II 570 WASTEWATER TREATMENT
631 STORM DRAIN MAINTENANCE 33-300 DEBT SERVICE
801 PLANNING COMMISSION 7XX FACILITIES IMPRV (NO CIP)
802 CRIME PREVENTION UNIT 700 COMPUTER-RELATED
804 HISTORICAL & CULTURAL COMM. 701 VEHICLES & EQUIPMENT
805 SENIOR CITIZENS PROGRAM
807 PARKS & REC COMMITTEE
808 EMERGENCY OPERATIONS PROG.
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Attachment: Check Register Account Index (1222 : Check Register No. 02-26-2013)
AGENDA REPORT
MEETING DATE:February 26, 2013 Council Item
TITLE:Prioritization of Community Development Block Grant
(CDBG) Funds for Program Year 2013-14
PRESENTED BY:Sandra Molina, Community Development Deputy Director
RECOMMENDATION:1) Conduct a public hearing for the prioritization of eligible
applications for 2013-2014 CDBG funding;
2) Prioritize funding allocations and authorize staff to submit
the funding recommendation to the County of San
Bernardino Economic Development Agency.
BACKGROUND:
The City contracts with the County’s Economic Development Agency (EDA) for
implementation of the federally funded Community Development Block Grant (CDBG)
Program. Eligible activities for CDBG must meet one (1) of the following national
objectives: 1)principally benefiting low-and moderate-income persons, 2) eliminating
blight, and 3) meeting an urgent need. The types of projects and programs which may
be considered for funding, include acquisition or disposition of real property,
construction and rehabilitation of publicly owned facilities, handicapped accessibility
improvements to public and privately owned buildings, infrastructure improvements to
include sidewalks, street, drainage, water and sewer systems. Also included are
rehabilitation of public or privately owned housing for low-and moderate-income
households, demolition and clearance to abate health hazards, public services that are
new or expanding and are directed toward meeting a community service need.
The EDA collects and reviews applications and forwards eligible applications to the City
for funding prioritization. The City is required to conduct a public hearing to receive
public comment, discuss and prioritize funding recommendations on the applications
and forward the funding prioritizations to EDA. The recommended funding
prioritizations are then scheduled before the Board of Supervisors for their approval.
The EDA staff has requested that the City conduct the hearing before March 7, 2013 to
meet their schedule of presenting the recommendations to the Board of Supervisors in
April. (Refer to Attachment 1).
The City’s allocation continues to decrease due to reductions by the U. S. Department
of Housing and Community Development. In program years 2011-12, the City’s
allocation was $66,604 and in 2012-2013 it was $43,933. This program year (2013-
2014) the allocation is $42,222, which was calculated using 2010 Census poverty and
overcrowded housing counts as well as 2012 population estimates.
DISCUSSION:
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Last program year the City Council recommended CDBG funding for enhanced Code
Enforcement services within CDBG target areas, the San Bernardino County Library
Literacy Program and for the Time for Change Foundation, which provides housing and
counseling to homeless families and domestic violence victims, leading to self-
sufficiency. These funding recommendations, utilizing the entire 2012-2013 program
year funding amount of $49,933, were approved by the Board of Supervisors.
Three CDBG-eligible applications, comprised of two public service applications and one
construction project, have been forwarded to the City for review and discussion. The
applications are attached to the agenda report and are summarized below.
City Hall ADA Improvements (Attachment 2)
The City has a multi-phase plan for the purpose of identifying necessary alterations to
City Hall for the removal of architectural barriers in compliance with the Americans with
Disabilities Act. The intent is to phase in the construction of the ADA improvements as
various funding sources permit. Last year, parking lot and walkway alterations were
made on the south side of City Hall utilizing CDBG funds. City staff submitted an
application for CDBG funds to construct Phase II disabled access improvements.
Improvements entail walkway improvements on the north side of the building,
replacement of entry doors so that they are easily opened by persons with disabilities
and alteration to the public counter to accommodate a wheelchair accessible counter.
The grant amount requested is $29,226.
Enhanced Code Enforcement, City of Grand Terrace (Attachment 3)
City staff submitted an application in the $27,933 to continue increased Code
Enforcement within the CDBG target areas, comprised of the west portion of the City
between the I-215 and La Cadena Road. This funding provides for additional hours per
week of pro-active focused attention in reducing substandard and unsightly conditions,
above routine responses to complaints. A similar application was approved for 2012-
2013 and staff is on track to utilize that entire grant amount. In addition, staff is current
on submitting the required monitoring reports to the EDA.
Adult Literacy Services Program at the Grand Terrace Library (Attachment 4)
The library has requested $10,000 to continue adult literacy services for low and
moderate income residents, which offers individualized tutoring by an on-site Literacy
Specialist. Assistance provided includes reading, writing and grammar skills for
individuals with learning disabilities and basic computer instruction. Student reading
books, workbooks, dictionaries and GED preparation packets are provided at no cost to
qualified persons.
Recommendation
The total grant amount of $67,159 being requested by the three applicants exceeds the
City’s allocation of $42,222 by almost $25,000. Staff has reviewed the applications and
discussed the funding requests with the applicants, and the EDA staff. Staff
recommends that the City Council prioritize funding recommendations, as follows:
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1) City Code Enforcement:$27,933
2) Library Literacy Program 10,000
2) City Hall ADA Improvements 4,289*
TOTAL $42,922
*ADA improvements are expected to be a long-term constructed over multiple phases
as funding becomes available. Community Development Director Shields has indicated
that an allocation of $4,289 would be sufficient to allow the public counter to be altered
to accommodate wheelchair accessibility, which is a component of the overall scope of
the application.
FISCAL IMPACT:
In addition to staff time incurred, there is a temporary fiscal impact to the City’s General
Fund because the City would need to front the cost of Code Enforcement and ADA
Improvement programs. EDA then reimburses the City. EDA administers the Literacy
Program County-wide, and no costs are incurred by the City for that program.
ATTACHMENTS:
·Attachment 1: Letter from EDA
·Attachment 2: ADA Improvements Grant Application
·Attachment 3: Code Enforcement Grant Application
·Attachment 4: Adult Literacy Grant Application
APPROVALS:
Sandra Molina Completed 02/11/2013 10:18 AM
Richard Shields Completed 02/11/2013 2:27 PM
Finance Completed 02/14/2013 9:59 AM
City Attorney Completed 02/18/2013 10:10 AM
Community Development Completed 02/19/2013 12:18 PM
City Manager Completed 02/19/2013 1:27 PM
City Council Pending
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AGENDA REPORT
MEETING DATE:February 26, 2013 Council Item
TITLE:County of San Bernardino Board Representative Seat
Appointment to the Oversight Board of the Grand Terrace
Successor Agency
PRESENTED BY:Tracey Martinez, City Clerk
RECOMMENDATION:Review Application and Interview Applicant to consider as a
recommendation for the County of San Bernardino's
appointment to the Oversight Board of the Grand Terrace
Successor Agency for consideration by the County of San
Bernardino Board of Supervisors.
BACKGROUND:
Jackie Mitchell was appointed by the San Bernardino County Board of Supervisors to
serve on the Oversight Board of the Grand Terrace Successor Agency of the former
Grand Terrace Community Redevelopment Agency to fill the Board Representative
Seat. In November of 2012, Jackie was elected to serve on the Grand Terrace City
Council, which resulted in her resignation from the Oversight Board.
DISCUSSION:
With the resignation of Jackie Mitchell, the County is once again looking for
recommendations from the Council to fill the vacancy on the Oversight Board. Staff
advertised in the City News that a vacancy existed on the Oversight Board and that all
interested parties should complete an application no later than February 21, 2013. To
date we have received one application from Bobbie Forbes (Attachment A).
It is staff's recommendation to review the application and decide whether you wish to
conduct an interview. Once the Council has reviewed the application and interviewed
the applicant, if so desired, it would be appropriate to make a recommendation with
regard to the appointment of the Board Representative Seat and direct staff to forward
that recommendation to the County. It is important to note that under State Law on the
dissolution of redevelopment agencies, the Governor is allowed to fill any vacancy on
an oversight board if the appointing body of agency does not fill the vacancy within 60
days (in this case it would be the County of San Bernardino).
FISCAL IMPACT:
There is no fiscal impact with action taken by the Council on this item.
ATTACHMENTS:
·Attachment A
8.A
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APPROVALS:
Tracey Martinez Completed 02/21/2013 11:53 AM
Finance Completed 02/21/2013 1:57 PM
City Attorney Completed 02/21/2013 4:07 PM
City Manager Completed 02/21/2013 4:20 PM
City Council Pending
8.A
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Oversight Board of the Successor Agency to the Grand Terrace
Community Redevelopment Agency
The County of San Bernardino has requested the Grand Terrace City Council to submit
recommendations to fill a County vacancy (Seat 2, At-Large, Maddy Act Appointment) on
the Oversight Board of Grand Terrace's Successor Agency.
If you are interested in being considered for recommendation by the City Council please
provided the information requested below.
Name:
Ot 4.-a2
(First)
be-s
(Last)
Address:
Telephone Numbers:
Home ( ) Cell v
Email Address:
,Jsiness ,
1.The Oversight Board meets twice a month at 4:00 pm on Wednesday in the Grand
Terrace Council Chamber. Meetings typically last 90 minutes and require reading
the agenda packet in advance of the meeting.
Are you available for Oversight Board meetings on the designated day and time?
( Yes / No
2.To serve as a County appointee to the Oversight Board for Grand Terrace you will
be required to comply with the County's Ethics Ordinance, complete State mandated
ethics training, take and Oath of Office, and disclose financial interests (Form 700).
Are you able to fulfill each of these requirements?Yes ) No
3.The purpose of the Oversight Board is to oversee the dissolution of Grand Terrace's
former redevelopment agency through June 30, 2016.
Are you able to serve on the Oversight Board for this time period?Cjs / No
4.The County of San Bernardino desires not to have elected officials fill any of its
seats on the Oversight Board for Grand Terrace.
Do you plan to run for elected office prior to June 30, 2016? Yes
5.Describe your community and civic interests and activities. Please include how long
you have been a resident of Grand Terrace.
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7.Explain why you would like to serve on the Oversight Board.
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8. As an adult (age 18) have you ever been convicted of, or pled guilty or no contest to,
a misdemeanor or felony? Do not include: (1) any convictions for possession of
marijuana (except for convictions for possession of marijuana on school grounds or
possession of concentrated cannabis) that are more than two years old; or (2) any
information concerning a referral to, and participation in, any pretrial or post trial
diversion program. Yes / tfa
If yes, please provide the following for each incident:
Date of Conviction:
Location:
Penal Code Section:
Explanation:
Please attach an additional sheet if necessary.
Thank you for your interest in serving as an appointee to one of the County seats on the
Oversight Board for Grand Terrace.
3
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AGENDA REPORT
MEETING DATE:February 26, 2013 Council Item
TITLE:Mid-Year Budget Review
PRESENTED BY:Steve Elam, Finance Department
RECOMMENDATION:1) Receive and file report.
2) Approve proposed budget adjustments to General Fund
and Waste Water Disposal Fund.
BACKGROUND:
The purpose of the Mid-Year Budget Review is to provide the City Council with budget-
to-actual results through the first half of the fiscal year, projections for fiscal year-end,
and any recommended budgetary adjustments for consideration. With the fiscal year
beginning July 1st of each year, mid-year results are generally presented as of
December 31st. However, since seven-month results are available, staff has presented
actual revenue and expenditure results as of January 31, 2013, to provide Council with
the latest financial information and to facilitate fiscal year-end projections. The Mid-
Year Budget Review for FY 2012-13 focuses on the City’s three major funds: General
Fund, Child Care Fund and Waste Water Disposal Fund.
It should be noted that the beginning balances of each fund are unaudited. Typically,
audited results for the prior fiscal year are available in preparation for a mid-year
financial report; however, due to turnover of key staff within the Finance Department,
the Fiscal Year (FY) 2011-12 audit was delayed and audited results are not yet
available. As a result, the FY 2012-13 beginning balances presented in this report are
subject to audit adjustment upon completion of the FY 2011-12 audit, which will be
commencing within the next few weeks.
DISCUSSION:
General Fund (Exhibit A-1)
Operating Revenues
With 58.3% of the fiscal year elapsed as of January 31, 2013, General Fund actual
operating revenues received are $1,485,634, or 41.8% of the annual budget of
$3,554,486. However, revenues are not received on an even basis throughout the year
and are projected to end the fiscal year (June 30th) at $3,330,810, which is $223,676
below the budget estimate. The primary factor in this projected revenue shortfall is the
loss of Residual Receipts Agreement revenue as a result of the California Department
of Finance (DOF) determination that the agreement between the City and the former
Redevelopment Agency related to this revenue source was not an enforceable
8.B
Packet Pg. 57
obligation of the Successor Agency. Although the Successor Agency continues to
protest the DOF determination, no revenues are projected for the fiscal year,which
represents a loss of $300,000 versus the budget estimate. Partially offsetting this
revenue loss is an additional $45,553 in property tax revenue related to the DOF
determination on the Low/Moderate Income Housing Fund (LMIHF), which required the
Successor Agency to remit $228,092 to the County Auditor-Controller for disbursement
to the various taxing entities. The City’s share of this payment was 19.97%, or $45,553,
which was received in January.
Operating Expenditures
General Fund operating expenditures through January 31st are $1,800,708, which
represents 53% of the annual budget of $3,399,792. With 58.3% of the fiscal year
elapsed through January, this appears to be a positive result; however, expenditures at
June 30th are projected to be $3,668,156, which is $268,364 over budget due primarily
to two factors, both related to RDA dissolution. First, the Non-Departmental cost center
is projected to be $115,964 over budget as a result of the semi-annual loan payment of
$127,424 to be made to Zions First National Bank in March for the refinancing of the
1997 Certificates of Participation for the City Hall facility. This loan was included as an
enforceable obligation of the Successor Agency but denied by the DOF, resulting in the
General Fund now being responsible for repayment of this debt. Second, the budgeted
overhead cost allocation of $670,031 included an allocation of $183,000 to the
Successor Agency which cannot be absorbed, as it would exceed the annual
Administrative Allowance of $250,000 per ABx1 26 when added to the direct payroll
allocations. Therefore, the General Fund must absorb these expenses that were
budgeted as a charge to the Successor Agency. Excluding these two items, projected
expenditures at June 30th would be approximately $42,000 below budget.
Expenditures in several departments are projected to be over budget at fiscal year-end,
however, this is due to staffing changes, leave cash-outs at separation, and
reassignments resulting in actual payroll charges being different than the budget
allocations. These cost overruns are offset by savings in other departments, so overall
expenditures at fiscal year-end are projected to be $42,000 under budget, as stated
previously, except for the redevelopment-related charges that were not budgeted.
Staffing allocations will be adjusted beginning next fiscal year so that budget and payroll
allocations are consistent.
Net Operating Results
The FY 2012-13 General Fund Budget was adopted with a projected surplus of
revenues over expenditures of $154,694. Through the first seven months of the fiscal
year, there is an operating deficit of $315,074, which is projected to grow to $337,346
by fiscal year-end. This dramatic change in net operating results projected for fiscal
year-end is entirely due to DOF denials of Successor Agency obligations reported
through the Recognized Obligation Payment Schedule (ROPS) process and the
$250,000 cap on Administrative Allowance, as summarized on the following page.
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·Denial of Residual Receipts Agreement (revenue loss):$300,000
·Zions Bank debt service payment (expenditure increase):$127,424
·Cost allocation adjustment (expenditure increase):$183,000
·Adverse impacts of ROPS process/DOF denials:$610,424
The impacts shown above are ongoing in nature and will impact future budgets.
Further, the Zions Bank debt service payment shown above is a semi-annual payment;
the full fiscal year payment is $254,845 and will be a General Fund obligation beginning
in FY 2013-14.
Fund Balance
The budgeted General Fund ending balance at June 30, 2013 was $810,958. However,
with the significant redevelopment-related adjustments described above, fund balance
is now projected to be $465,280. The following table summarizes the adjustments to
the General Fund balance.
Category Budget Projected
Positive
(Negative)
Adjustment
Comments
Beginning Fund Balance $656,264 $802,626 $146,362
Beginning fund balance
estimated based on
unaudited FY 2011-12
results.
Revenues $3,554,486 $3,330,810 ($223,676)Loss of Residual Receipts
revenue ($300,000)
Expenditures ($3,399,792)($3,668,156)($268,364)
Budgetary savings of
$42,000 offset by Zions Loan
payment ($127,424) and
Cost Allocation adjustment
($183,000)
Ending Fund Balance $810,958 $465,280 ($345,678)
Proposed Budget Adjustment
The FY 2012-13 budget does not include a contingency reserve for unexpected
expenditures such as litigation expense related to Successor Agency enforceable
obligations denied by the DOF and other unforeseen events. It is recommended that a
contingency reserve be established in the Non-Departmental cost center in the amount
of $50,000, with a corresponding budgetary appropriation. Expenditures from this
account would require approval from the City Manager upon receiving appropriate
direction from the City Council.
If the recommended budgetary adjustment is approved, it will reduce the projected year-
end fund balance by $50,000 as shown on the following page.
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·Projected fund balance at 6/30/13:$465,280
·Non-Departmental expenditure contingency (50,000)
·Projected fund balance after adjustments $415,280
Budgetary Risks
The City’s General Fund balance continues to be at significant risk as a result of the
redevelopment dissolution and wind-down process. As agencies throughout the state
are experiencing, approval of enforceable obligations through ROPS process does not
preclude the DOF from subsequently denying items that were previously approved.
Additionally, the DOF’s review of the Due Diligence Review (DDR) of Non-Housing
Funds is currently underway and its findings are not yet released. Denial of items
included in the DDR could further impact the City’s General Fund. For this reason, the
General Fund balance is very tenuous and could be needed in its entirety simply to
satisfy redevelopment dissolution obligations that are shifted to the General Fund.
Child Care Fund (Exhibit A-2)
Revenues and expenditures in this fund are generally on target through January and
are expected to end the fiscal year slightly over budget. Actual revenues through
January are $627,526, and are projected to be $1,059,655 at fiscal year-end, which is
slightly over the budget estimate. Expenditures through January are $614,492 and are
projected at $1,058,386 by fiscal year-end, which is slightly over budget but within the
anticipated revenue collections. Therefore, the fund is projected to end the fiscal year
with a balance of $1,269. The Child Care Fund is on target to achieve its goal of being
self-supporting, including reimbursement to the General Fund of $198,867 for
administrative overhead in support of the Child Care Facility. No budgetary adjustments
are proposed for this fund.
Waste Water Disposal Fund (Exhibit A-3)
Both revenues and expenditures in this fund are on target through January and are
expected to end the fiscal year with positive budget variances. Actual revenues through
January are $749,513 and are expected to be $1,509,900 at fiscal year-end, which is
slightly over the budget estimate. Expenditures through January are $867,391 and are
projected at $1,601,488 by fiscal year-end, which represents savings of $110,405
versus budgeted expenditures. A fiscal year-end operating deficit of $91,588 is
projected, which will reduce the fund balance (unaudited) from $1,644,738 to
$1,553,150. Although an operating deficit of $91,588 is projected for the year, it is
significantly less than the budgeted operating deficit of $216,593.
As the City Council is aware, there are financial disputes with the City of Colton
regarding the waste water treatment and disposal system. These disputes need to be
resolved before there can be a meaningful analysis regarding how to overcome the
current operating deficit that is negatively impacting fund balance. A proposed
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budgetary adjustment is hereby recommended for the City Council’s consideration
related to this issue. Outside counsel is needed to obtain a legal opinion on several
matters related to waste water treatment and disposal. The expected cost of the legal
services is $15,000. If an expenditure appropriation is approved in this amount, it will
reduce the projected fiscal year-end fund balance from $1,553,150 to $1,538,150 as
shown below:
·Projected fund balance at 6/30/13:$1,553,150
·Proposed budget adjustment -outside legal counsel (15,000)
·Projected fund balance after budget adjustment $1,538,150
Looking Ahead to FY 2013-14
Due to the ongoing impacts of the redevelopment dissolution and wind-down process,
FY 2013-14 is expected to be a challenging year financially for the City. To provide
context for the budgetary deliberations, comprehensive Five-Year Financial Projections
will be developed covering FY 2013-14 and the following four fiscal years, along with a
Budget Stabilization Plan that will present various options for balancing the budget and
maintaining adequate reserve levels. The Five-Year Financial Projections and Budget
Stabilization Plan are scheduled to be presented to the City Council on April 23, 2013.
FISCAL IMPACT:
Approval of the proposed budgetary adjustments will result in a reduction of the
projected fund balances at June 30, 2013 as follows:
·General Fund: Reduction of $50,000 (from $465,280 to $415,280)
·Waste Water Disposal Fund: Reduction of $15,000 (from $1,553,150 to
$1,538,150)
ATTACHMENTS:
·Exhibit A_Mid-Year Budget Schedules
APPROVALS:
Steve Elam Completed 02/20/2013 9:00 AM
Finance Completed 02/20/2013 10:43 AM
City Attorney Completed 02/20/2013 3:41 PM
City Manager Completed 02/20/2013 3:44 PM
City Council Pending
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2012-13 2012-13 %2012-13
Dept Category Desc
Adopted
Budget
Actuals
Jan2013
Actuals to
Budget
Year-end
Projection
REVENUES
General Fund Property Taxes 1,362,836 721,347 52.9% 1,377,880
General Fund Licenses & Permits 646,270 220,206 34.1% 651,200
General Fund Sales Tax/Intergovt 1,044,000 401,082 38.4% 1,028,300
General Fund Charges for Services 44,600 8,859 19.9% 40,000
General Fund Building Fees & Permits 54,800 57,420 104.8% 106,200
General Fund Planning Fees & Permits 14,350 11,950 83.3% 15,600
General Fund Park Fees 16,000 9,593 60.0% 20,300
General Fund Fines & Forfeitures 27,500 23,638 86.0% 36,700
General Fund Use of Money & Property 38,130 27,748 72.8% 48,130
General Fund Miscellaneous 1,000 3,791 379.1% 6,500
General Fund Residual Rec/Transfers 305,000 - 0.0%-
TOTAL REVENUES 3,554,486 1,485,634 41.8% 3,330,810
EXPENDITURES
City Council City Council 54,591 30,886 56.6% 53,000
City Manager City Manager 239,870 156,084 65.1% 268,608
City Manager Mgt Information Sys 97,490 48,468 49.7% 88,780
City Clerk City Clerk 105,725 50,404 47.7% 86,627
Finance Finance 281,023 199,592 71.0% 331,400
City Attorney City Attorney 60,000 39,016 65.0% 66,900
Hist-Cul Comm Historical/Cultural Comm 1,200 667 55.6%1,150
Sr Citizens Pgm Senior Citizens Prgm 27,000 16,782 62.2% 28,800
Public Safety Law Enforcement 1,758,595 971,659 55.3% 1,751,317
Public Works Building & Safety 133,825 76,923 57.5% 132,177
Public Works Public Works 190,520 83,135 43.6% 146,227
Public Works Rental Inspection Prgm 73,910 50,260 68.0% 86,343
Public Works Enforcement Prgm 140,014 77,956 55.7% 142,465
Public Works Facilities Maintenance 108,500 47,748 44.0% 101,800
Public Works Comm & Econ Dev 248,215 114,550 46.1% 197,263
Public Works Parks Maintenance 155,405 68,742 44.2% 118,005
Public Works NPDES 99,025 53,118 53.6% 91,190
Public Works Storm Drain Maint 16,000 - 0.0%-
Public Works Planning Commission 2,265 1,335 58.9%2,260
Public Works Emergency Oper Prgm 11,470 2,830 24.7%4,800
Public Works Capital Projects (75,000) - 0.0%-
Non-Dept Gen Govt - Non-Dept 340,180 101,404 29.8% 456,144
Non-Dept O/H Cost Allocation (670,031) (390,851) 58.3% (487,100)
TOTAL EXPENDITURES 3,399,792 1,800,708 53.0% 3,668,156
Revenues 3,554,486 1,485,634 41.8% 3,330,810
Expenditures 3,399,792 1,800,708 53.0% 3,668,156
NET 154,694 (315,074) (337,346)
Fund Balance - Beginning 656,264 802,626
Revenues less Expenditures 154,694 (337,346)
Fund Balance - Ending 810,958 465,280
Exhibit A-1 GENERAL FUND
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2012-13 2012-13 %2012-13
Dept Category Desc
Adopted
Budget
Actuals
Jan2013
Actuals to
Budget
Year-end
Projection
REVENUES
Child Care Returned Check Fee - 32 55
Child Care Tiny Tot Program 86,512 47,912 55.4% 82,100
Child Care After School Program GT 289,296 136,608 47.2% 276,800
Child Care Pre-School Program 670,498 442,974 66.1% 700,700
TOTAL REVENUES 1,046,306 627,526 60.0% 1,059,655
EXPENDITURES
Child Care Child Care 852,730 498,486 58.5% 859,519
Child Care O/H Cost Allocation 198,867 116,006 58.3% 198,867
TOTAL EXPENDITURES 1,051,597 614,492 58.4% 1,058,386
Revenues 1,046,306 627,526 60.0% 1,059,655
Expenditures 1,051,597 614,492 58.4% 1,058,386
NET (5,291) 13,034 1,269
Fund Balance - Beginning - -
Revenues less Expenditures (5,291) 1,269
Fund Balance - Ending (5,291) 1,269
Exhibit A-2 CHILD CARE FUND
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2012-13 2012-13 %2012-13
Dept Category Desc
Adopted
Budget
Actuals
Jan2013
Actuals to
Budget
Year-end
Projection
REVENUES
Wastewater Service Charge 1,468,800 749,513 51.0% 1,499,000
Wastewater Delinq Svc Chg/Tax Roll 500 - 0.0%-
Wastewater Sewer Connection Fees GT 12,000 - 0.0%4,000
Wastewater Investment Earnings 14,000 - 0.0%6,900
Wastewater Investment Earnings: Res - - -
TOTAL REVENUES 1,495,300 749,513 50.1% 1,509,900
EXPENDITURES
Public Works Public Works 53,123 37,595 70.8% 85,040
Public Works Wastewater Disp - Colton 1,200,000 788,000 65.7% 1,182,000
Public Works Wastewater Disp - GT - 2,165 10,000
Public Works Line Maintenance 251,500 20,158 8.0% 133,600
Public Works NPDES 49,822 19,473 39.1% 33,400
Non-Dept O/H Cost Allocation 157,448 - 0.0% 157,448
TOTAL EXPENDITURES 1,711,893 867,391 50.7% 1,601,488
Revenues 1,495,300 749,513 50.1% 1,509,900
Expenditures 1,711,893 867,391 50.7% 1,601,488
NET (216,593) (117,878) (91,588)
Fund Balance - Beginning 1,612,273 1,644,738
Revenues less Expenditures (216,593) (91,588)
Fund Balance - Ending 1,395,680 1,553,150
Exhibit A-3 WASTE WATER DISPOSAL FUND
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AGENDA REPORT
MEETING DATE:February 26, 2013 Successor Agency Item
TITLE:Addendum Three to the Purchase and Sale Agreement and
Escrow Instructions Between the City of Grand Terrace City
Council as the Successor Agency of the Community
Redevelopment Agency and O'Reilly Automotive Stores, Inc.
PRESENTED BY:Sandra Molina, Community Development Deputy Director
RECOMMENDATION:1. Adopt a Resolution approving Addendum Three of the
Purchase and Sale Agreement and Escrow Instructions
between the Successor Agency and O'Reilly Automotive
Stores, Inc., and forward the Agreement to the Oversight
Board for review and approval.
2. Authorize the Successor Agency's Executive Director to
complete all actions necessary to complete the sale of the
property.
BACKGROUND:
On April 24, 2012 the Successor Agency approved Resolution No. 2012-21-SA
approving a Purchase and Sale Agreement between the Successor Agency and
O’Reilly Automotive Stores, Inc. (“O’Reilly”) for the purchase of two Successor Agency
parcels on the north side of Barton Road measuring approximately 0.84-acres, and
upon which O’Reilly would construct an auto parts store (Attachment 1). The Oversight
Board adopted Resolution No. 2012-11 OB on May 2, 2012 authorizing and approving
the sale of the parcels. The approval of the Purchase and Sale Agreement was
forwarded to the Department of Finance, and it was not disapproved.
Some of the more pertinent terms of the Agreement included:
1. Purchase price is $350,000.
2. That O'Reilly begin construction of an auto parts store by April 1, 2013 and open the
store for business by June 1, 2014. If the store has not opened by June 1, 2014, the
Buyer shall sell the property back to the Successor Agency at the appraised value, but
not less than $350,000.
3. Acknowledgement of AB X1 26 requirements are included in Section 2.1 (c).
4. The Agreement provides for a 150-day Inspection Period beginning at the opening of
escrow (May 23, 2012 to October 20, 2012), during which O'Reilly will obtain land use
approval and conduct all due diligence, with escrow closing on November 5, 2012.
Since the opening of escrow O’Reilly has been conducting their due diligence, including
review of the title commitments. Factors internal to O’Reilly, such as the recent
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acquisition of Kragen Auto Parts, separate locations of the real estate (Missouri) and the
site development (Arizona) departments, and continuing review of the due diligence
items have made it necessary to amend the Agreement; primarily to extend the
Inspection Period and escrow closing date. (Refer to Attachments 2 and 3.)
DISCUSSION:
O’Reilly and the Successor Agency are both committed to the successful completion of
this sale pursuant to the original Agreement. Items identified during the due diligence
period necessitate changes to the Agreement, which also warrant review and approval
by the Successor Agency, and Oversight Board. Addendum Three (attached) includes
the following changes:
Environmental Investigation: Analyses of a small soil pile on the easterly of the two
parcels found non-hazardous traces of diesel and motor oil, which will require removal
and disposal at an appropriate facility. Removal and removal and disposal of the soil is
the responsibility of the seller. This cost was not anticipated and has not been included
in any of the ROPS, and the Successor Agency has no other means to pay for these
costs. Staff has negotiated with the Buyer for them to pay the costs, subject to
reimbursement from escrow proceeds. Buyer is amenable to such a provision, and
Paragraph 3 of Addendum Three shows the added paragraph.
Beginning Construction:The original Agreement set this date to be April 1, 2013.
Addendum Three requires a change to this date by extending it to January 1, 2014
(refer to Paragraph 1 of Addendum 3)while leaving the store opening date of June 1,
2014 intact. Extension of the beginning construction date is appropriate because
O’Reilly is still conducting due diligence, and does not yet have ownership of the
parcels. Further, construction cannot begin until the site is cleared of the stockpile thus
necessitating the extension. Addendum Two, briefly discussed above, extended the
inspection period and close of escrow dates in consideration of and to be consistent
with anticipated changes in Addendum Three, and its possible review by the
Department of Finance. Should the Department of Finance review Addendum Three,
that review will potentially take up to 60 days and Addendum Three will not be executed
until the Department of Finance has approved thereof. Paragraph 4 of Addendum Three
requires Buyer to obtain all land use approvals prior to beginning construction, which
originally was required to be obtained prior to close of escrow.
Clarification to Title Commitment and Title Policy: Paragraph 2 of Addendum Three
revises the Agreement to clarify that Buyer is responsible for obtaining and paying for
title insurance commitment and that the Seller is responsible for paying the premiums
necessary to convert the title insurance commitment to a title insurance policy. These
revisions are consistent with Section 4.10 of the Original Agreement which states Seller
pays for the title insurance.
FISCAL IMPACT:
The anticipated proceeds of the sale are approximately $340,000, after escrow
disbursements. Pursuant to the original Agreement, such proceeds will be held until the
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Buyer has completed construction of an auto parts store. Once construction is
completed, absent allocation to an enforceable obligation, the funds will be disbursed to
the County Auditor-Controller for the purpose providing them to the relevant taxing
entities.
ATTACHMENTS:
·Attachment 1. Purchase and Sale Agreement and Escrow Instructions
·Attachment 2. Addendum One to Purchase and Sale Agreement and Escrow
Instructions
·Attachment 3. Addendum Two to Purchase and Sale Agreement and Escrow
Instructions
·Attachment 4. Resolution Authorizing Addendum 3 to the Purchase and Sale
Agreement and Escrow Instructions
APPROVALS:
Sandra Molina Completed 02/19/2013 2:59 PM
Finance Completed 02/20/2013 11:20 AM
City Attorney Completed 02/21/2013 8:55 AM
Community Development Completed 02/21/2013 9:23 AM
City Manager Completed 02/21/2013 9:31 AM
City Council Pending
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PURCHASE AND SALE AGREEMENT AND
ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Escrow Instructions ("Agreement"), dated this 24th day of
April, 2012, is entered into by and between the City of Grand Terrace. acting as the successor agency to the
Community Redevelopment Agency, ("Seller"), and O'Reilly Automotive Stores, Inc., a Missouri corporation
("Buyer").
RECITALS
A.Seller is the owner of that certain real property ("Property") consisting of approximately .84 acre,
more particularly described as Assessor's Parcel Numbers 0275-242-10 and 0275-242-11 and attached hereto as
Exhibit "A".
B.Seller is a public entity with the power to sell real property for development by private parties in
accordance with California Health and Safety Code section 34177 and pursuant to the provisions of AB IX 26,
including but not limited to Health and Safety Code section 34177(e). Buyer desires to purchase property from
the seller to develop a retail auto parts store.
C.As a consequence of the foregoing, Buyer has agreed to purchase Seller's Property and Seller has
agreed to convey it to Buyer pursuant to the following terms and conditions:
AGREEMENT
ARTICLE I
1.1 Sale and Purchase. Subject to the terms and conditions set forth in this Agreement, Seller agrees
to sell the Property to Buyer and Buyer agrees to purchase the Property from Seller.
1.2 Purchase Price. The total purchase price for the Property shall be Three Hundred Fifty Thousand
Dollars ($350,000.00), (the "Purchase Price").
1.3 Payment by Buyer. A deposit of $5,000 shall be deposited into escrow within 10 business days
of the opening of escrow. The remaining Purchase Price shall be paid at the Close of Escrow.
1.4 Buyer's agreement to develop auto parts store. Buyer agrees to develop a retail auto parts store
at the property in accordance with the City's Municipal Code and in compliance with the California
Environmental Quality Act, beginning construction prior to April 1, 2013, and to open the store by June 1,
2014. If Buyer has not opened the auto parts store for business by June 1, 2014, Buyer shall sell property back
to Seller at the appraised value at the time of the sale, but not less than $350,000.00.
1.5 Condition of Title. At Closing, Seller shall convey to Buyer good and marketable title in fee
simple to the Property subject only to all easements, restrictions, or covenants of record which do not interfere
with the use of the Property for the purposes identified herein, including, without limitation, current, non-
delinquent real property taxes (the "Permitted Exceptions").
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller True and Correct. Seller hereby represents and
warrants to Buyer that the following facts are true and correct as of the date hereof. The truth and accuracy of
the following representations and warranties shall constitute a condition precedent to the Close of Escrow for
the benefit of Buyer. These representations and warranties shall survive the Close of Escrow and the recording
of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation.
(a)Power and Authority. Seller has the legal power, right and authority to enter into this
Agreement and the instruments, referenced herein, and to consummate the transactions contemplated hereby,
subject to approvals of other legal agencies as set forth below. The individuals executing this Agreement and
the instruments referenced herein on behalf of the Seller have the legal power, right and actual authority to bind
Seller to the terms and conditions hereof and thereof. Furthermore, Seller warrants that it has good and
marketable title to the Property.
(b)Requisite Action. All requisite action has been taken by Seller in connection with the
entering into of this Agreement, the instruments referenced herein, and the consummation of the transactions
contemplated hereby.
(c)AB X1 26 Conditions. Buyer acknowledges and agrees that the original acquisition of
the Property ("Redevelopment Property") was pursuant to Health and Safety Code Section 33000 et. seq.
otherwise known as the California Redevelopment Law. Buyer further acknowledges and agrees that the City is
selling the Redevelopment Property as a result of and pursuant to the requirements of AB X126, upheld by the
California Supreme Court's decision in California Redevelopment Association v. Matosantos, 53 Cal. 4th 231
(2011), which dissolved all redevelopment agencies operating within the State of California. Buyer
acknowledges and agrees that under ABX1 26, the City's sale of the Redevelopment Property is subject to a
number of legal requirements including but not limited to notices to and/or approvals from the State of
California and/or an Oversight Board ("ABX1 26 Sale Approvals") in order to complete this sale. Buyer
acknowledges and agrees that the City has no control over ABX1 26 Sales 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 City, its agents, employees, consultants or volunteers related to ABX1 26 Sale Approvals for
the Redevelopment Property.
(d)Validity. 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 applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles affecting or limiting the rights of contracting parties generally, and subject to the ABX1 26 Sale
Approvals. Neither the execution and delivery of this Agreement and documents referenced herein, nor the
consummation of the transactions contemplated herein, conflict with or result in the material breach of any
terms or provisions of any contract, loan, or other agreement or instrument to which Seller is a party or affecting
the Property. All consents, approvals and authorizations necessary for the execution of this Agreement and the
consummation of the transactions contemplated herein by Seller and within the control of Seller have been or
will be obtained. Seller has not sold, conveyed or entered into any contract for the sale of all or any portion of
the Property or any rights incident thereto, nor do there exist any rights of first refusal or options to purchase the
Property or any rights incident thereto.
(e)Recitals. The information contained in the Recitals is true and correct.
2
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(f)Lawsuits and Claims. To Seller's actual knowledge, without any duty of inquiry or
investigation, there are no pending actions, lawsuits, claims or judicial, municipal or administrative proceedings
affecting all or any portion of the Property or in which Seller is a party by reason of Seller's ownership of the
Property. To Seller's knowledge. there are no threatened or contemplated actions, lawsuits, claims or
proceedings nor the existence of any facts which might give rise to such actions, lawsuits, claims or
proceedings. During the Escrow period, Seller will not commence or defend any action with respect to the
Property except upon such terms as are mutually acceptable to Seller and Buyer.
(g)Condition of Property. Seller will deliver the property at Close of Escrow in an "As Is"
condition. The Seller has not received notice of any violation of applicable governmental regulations relating
to the Property. The Seller has received notice from the California Department of Transportation regarding
construction of a new Barton Road interchange, and development of Property may be subject to review by
applicable authorities. Barton Road right-of-way dedication may be required. Seller makes no representations
regarding whether and to what extent the construction of the interchange or dedications which may be required
may affect the Property or Buyer's plans for the Property.
(h)Taxes and Assessments. Seller has provided to Buyer all relevant information in its
possession concerning real property taxes and any special assessments or bonds which may be levied against the
Property as a result of any existing public improvements or work, activities or improvements done to the
Property by Seller.
(i)Hazardous Materials. To Seller's actual knowledge, without any duty of inquiry or
investigation, all operations or activities upon, or use or occupancy of the Property by Seller or any current
occupant or user thereof are in compliance with all state, federal and local laws and regulations governing or in
any way relating to the generation, handling, manufacturing, treatment, storage, use, transportation, spillage,
leakage, dumping, discharge or disposal (whether accidental or intentional) of any toxic or hazardous
substances, materials or wastes, including, without limitation, any hazardous material (as such terms are
commonly defined or employed in accordance with applicable federal, state or local laws, codes, ordinances,
rules and regulations). To the Seller's actual knowledge, without any duty of inquiry or investigation, there is
not present upon the Property, or on any portion thereof, underground storage tanks, any hazardous material or
any structures, fixtures, equipment or other objects or materials containing any hazardous material in violation
of any applicable environmental law.
(j)Leases and Contracts. To Seller's knowledge, there are no oral or written leases,
subleases, licenses, occupancies, or tenancies in effect pertaining to the Property, and no persons or entities
occupy or have the right to occupy or use all or any portion of the Property. To Seller's knowledge, except as
disclosed by Seller to Buyer, there are no service or maintenance contracts, warranties, guarantees, bonds,
insurance policies or other agreements (whether oral or written) which will affect or be obligations of Buyer or
the Property after the Close of Escrow. At the Close of Escrow, Seller shall deliver possession of the Property
to Buyer free of actual occupancy and any right of occupancy by any party.
(k)Changes. Seller shall promptly notify Buyer of any material, adverse change in any
condition with respect to the Property or of any event or circumstance which makes any representation or
warranty of Seller under this Agreement untrue or any covenant of Buyer under this Agreement incapable or
less likely of being performed, it being understood that Seller's obligation to provide notice to Buyer shall in no
way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants
under this Agreement.
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(I) General Representation. No representation, warranty or statement of Seller in this
Agreement or in any document, certificate of schedule prepared by Seller and to be furnished to Buyer pursuant
to the terms of this Agreement contains any untrue statement of material fact.
Except for the representations and warrantees explicitly set forth above. Buyer hereby releases Seller,
Seller's affiliates, officers. directors. partners. employees, and agents, and their respective heirs, successors,
personal representatives and assigns, from and against any and all claims which Buyer may have and which
arise out of or are in any way connected with this Agreement and the Property, including, without limitation,
every physical and environmental condition of the Property. BUYER EXPRESSLY WAIVES ITS RIGHTS
GRANTED UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDER ANY PROVISION OF
LAW THAT PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
BUYER DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS AGREEMENT
TO RELEASE SELLER. BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER
REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO BUYER MAY
HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CLAIMS WHICH ARE PRESENTLY UNKNOWN,
UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND
WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND
AGREED UPON IN LIGHT OF THAT REALIZATION, AND THAT BUYER NEVERTHELESS HEREBY
INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER FROM ANY SUCH UNKNOWN
CLAIMS, AND THAT SUCH WAIVERS AND RELEASES FORM A MATERIAL PORTION OF THE
CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER'S PERFORMANCE
UNDER THIS AGREEMENT. BUYER HAS CONSULTED WITH LEGAL COUNSEL CONCERNING
THE EFFECTS OF THIS WAIVER AND RELEASE ON BUYER'S RIGHTS AND REMEDIES RELATED
TO THE PROPERTY.
Initials: Buyer Seller:
2.1 Representations of Buyer. Buyer has the full authority and power to comply with all of its
obligations set forth in this Agreement and hereby represents and warrants to Seller that all facts are true and
correct.
ARTICLE m
COVENANTS OF SELLER AND BUYER AND INSPECTION PERIOD
3.1 License to Enter. Seller hereby agrees that Buyer and/or its agents, representatives, contractors
and subcontractors may, following the Opening Date and prior to the Closing Date, conduct its own reasonable
engineering studies, environmental assessment, soil and compaction tests and other tests and studies on the
Property provided that (i) such activities do not impair the drainage of the Property; and (ii) Buyer shall be
responsible for any damage caused thereby to the Property. Buyer shall be responsible for any liability, cost,
claim, damage or injury caused by such entry and shall keep the Property free of any and all liens arising
therefrom. Buyer shall indemnify and hold Seller harmless and defend Seller from and against such liability,
loss, judgment, cost, claim, damage or injury, including but not limited to attorneys' fees and costs, arising out
of or in connection with entry or testing on the Property by Buyer or its agents, representatives, contractors or
subcontractors.
3.2 Inspection Review Period. Buyer shall have a period of one hundred fifty (150) days from the
opening of Escrow 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:
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1)Preliminary Title Report and related documents (ALTA policy)
2)Plat Map
3)Hazardous Substance Condition report
4)Size and description of the property
5)Geotechnical Report, if any
Additionally, any or all items requested above that are in the Seller's possession shall be
submitted to Buyer for its review.
13 Property Condition. Buyer shall inspect the Property during the Inspection Review Period.
Should Buyer determine that there are any defects; Seller may, at its sole option, provide a credit to the
purchase price in an amount sufficient to repair the defects. Otherwise, the Property will be sold "As is" with
Seller making no additional representations or warranties concerning the Property.
3.4 Buyer's Conditions and Inspection Period. All of Buyer's duties and obligations under this
Contract shall be conditioned upon and subject to the complete satisfaction of the following conditions
precedent, each of which is for the sole benefit of Buyer, and any of which may be waived by Buyer at Buyer's
sole discretion. Buyer shall have one hundred fifty (150) days (the "Inspection Period") from the Effective Date
to complete its investigation of the Property. If each and every one of the conditions precedent are not
completely satisfied or waived by Buyer on and as of the respective time frames set forth for each condition,
Buyer may terminate this Contract as set forth below, prior to the expiration of the Inspection Period. If Buyer
fails to notify Seller of its waiver or satisfaction of each of the conditions listed below within the designated
Inspection Period, such conditions shall be deemed waived. During the Inspection Period, Buyer shall complete
the following to its satisfaction:
(a) Title. Buyer shall complete its examination of the title to the Property during the
Inspection Period. As part of this examination, Buyer shall obtain, and Seller shall pay for at closing, a title
insurance commitment andlor title search issued by the Title Company, which is licensed to issue and write title
insurance policies in the State of California, showing Seller's title to the Property to be marketable or
indefeasible in fact, as defined by the Title Examination Standards of the California Bar. Buyer shall notify
Seller in writing of any objections or defects to the title. If Buyer delivers notice of any such objections or
defects, then Seller, within ten (10) business days after receipt of such notice, shall either elect: (i) not to cure
any such defects or (ii) to promptly attempt to cure any such defects before Closing. Seller's failure to send
written notice to Buyer within such ten (10) business day period electing to either not cure or attempt to cure
such defects shall be deemed an election by Seller not to cure such defects. If Seller refuses to cure such defects
Buyer shall elect as its sole remedy to either: (i) terminate this Contract by giving written notice thereof to
Seller, in which event: (a) this Contract shall thereupon be of no further force and effect; (b) no party hereto
shall have any further rights, duties or obligations hereunder; and (c) Seller shall instruct the Title Company to
return the Earnest Deposit to Buyer; or (ii) accept the title to the Property subject to the defects without
adjustment to the Purchase Price and proceed to Closing as set forth herein. At closing, the Buyer is to pay all
premiums necessary to convert the title insurance commitment to a Buyer's title insurance policy in the full
amount of the purchase price.
(b) Survey. Buyer shall obtain an ALTA/ACSM Survey according to Buyer's specifications,
complete with topographic features, elevations, and utilities, and showing the Property to be irregular in shape
with at least 180 feet of frontage along Barton Road and at least 211 feet deep. Seller shall credit one half the
cost of the ALTAIACSM Survey. up to $1,000.00, out of proceeds at closing. Buyer shall notify Seller in
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writing of any objections or defects to the Property revealed by the Survey. If Buyer delivers notice of any such
objections or defects, then Seller, within ten (10) business days after receipt of such notice, shall either elect: (i)
not to cure any such defects or (ii) to promptly attempt to cure any such defects before Closing. Seller's failure
to send written notice to Buyer within such ten (10) business day period electing to either not cure or attempt to
cure such defects shall be deemed an election by Seller not to cure such defects. If Seller refuses to cure such
defects Buyer shall elect as its sole remedy to either: (i) terminate this Contract by giving written notice thereof
to Seller, in which event: (a) this Contract shall thereupon be of no further force and effect; (b) no party hereto
shall have any further rights, duties or obligations hereunder; and (c) Seller shall instruct the Title Company to
return the Earnest Deposit to Buyer; or (ii) accept the survey to the Property subject to the defects without
adjustment to the Purchase Price and proceed to Closing as set forth herein.
(c) Environmental Investigation. Buyer shall, at its own expense, perform such
environmental audits, testing and sampling of the Property as it, in its sole discretion, deems necessary to
determine the environmental condition of the Property. Buyer shall conclude that the environmental condition
of the Property shall not subject Buyer to potential claims because of the environmental condition of the
Property, or require that Buyer incur expense to remediate, or abate any contamination of the Property, or
remove any underground storage tanks, petroleum product lines, asbestos or asbestos containing materials,
septic tanks or other like containers or pipes from the Property.
Buyer shall defend and indemnify Seller for any damage, injury, release, loss, expense, claim, or suit
which arises from any environmental audits, testing and/or sampling of the Property conducted by or at the
request of Buyer pursuant to this provision,
(d) Zoning Verification. Buyer shall confirm that the zoning classification of the Property
will permit the construction of Buyer's proposed improvements and use by Buyer as a location for the sale of
auto parts.
(f)Flood Plain. Buyer shall confirm that the Property is not within the 100-
year flood plain as established by I-EMA.
(g)Geological Borings. Buyer and Seller do hereby acknowledge and agree that Buyer shall
have the right to conduct geological borings to determine the acceptability of the soil compaction of the
Property for Buyer's use. Buyer shall defend and indemnify Seller for any damage, injury, release, loss,
expense, claim, or suit which arises from any geological borings on the Property conducted by or at the request
of Buyer pursuant to this provision,
(h)Development Plan. During the Inspection Period Buyer shall have issued to it by the City
of Grand Terrace, California, approval of its site plan and sign program for development of the Property which
shall include construction of a retail building not smaller than 6,300 square feet within an area on the Property
M compliance with the Grand Terrace Zoning Code for either concrete or asphalt paved parking lot and
approval to construct at least one 30-foot driveway onto Barton Road.
(i)Approval. Buyer and Seller acknowledge that this Contract is contingent upon approval
of the site by Buyer's Expansion Committee. Such approval or disapproval shall be provided to the Seller in
(e) Utilities. Buyer shall confirm the availability of any and all utilities servicing the
Property, including, without limitation, municipal water, sanitary sewer, storm sewer, electric, natural gas, and
telephone and that each such utility service has sufficient capacity to serve the intended use by Buyer for the
Property as a retail outlet.
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written notification within 45 days of the Effective Date, prior to 5:00 p.m. Central Time, and, if Seller receives
written notification that Buyer's Expansion Committee disapproves of this site by such date, then this Contract
shall be null and void. Should Buyer fail to provide Seller such notification, then Buyer has accepted this
condition and will proceed with the satisfaction of all of the other terms and conditions set forth in this Contract.
ARTICLE IV
ESCROW
4.1 Agreement to Constitute Escrow Instructions. This Agreement together with any General
Provisions of Escrow Holder (the "General Provisions") collectively shall constitute escrow instructions and a
copy hereof shall be deposited with Escrow Holder for this purpose. In the event of any inconsistency between
the terms of the General Provisions and this Agreement, the provisions of this Agreement shall prevail to the
extent of any such inconsistency.
4.2 Escrow Holder. The escrow (the "Escrow") shall be with First American Title Company, 777
South Figueroa Street, 4 th Floor, Los Angeles, CA 90017; Bobby Purdy, Senior Escrow Officer, tel: 800-668-
4853 ext. 1742; fax: 877-805-5023; email: bpurdy@firstam.com.
4.3 Opening of Escrow. Escrow shall open on the date on which a copy of this Agreement, properly
executed by the parties hereto, has been deposited with Escrow Holder (the "Opening of Escrow"), which copy
the parties hereto agree shall be delivered to Escrow Holder immediately following execution. Escrow Holder
shall notify the parties immediately upon receipt of a copy of this Agreement as so executed as to the date of the
Opening of Escrow.
4.4 Close of Escrow. The Closing shall occur not later than 165 days after Opening of Escrow (the
"Scheduled Closing Date"), subject to Section 4.7 (a) of Agreement, unless extended by mutual written
agreement of the parties. For purposes of this Agreement, the terms "Closing Date" and the "Close of Escrow"
mean the date on which the Closing occurs and the term "Closing" means the recordation of the Grant Deed.
4.5 Certain Obligations of Buyer.
(a)In addition to any other obligations contained in this Agreement, Buyer shall have
deposited the Deposit into Escrow as required pursuant to Section 1.3 or before the time set forth in such
Section.
(b)Not later than one (1) business day prior to the Scheduled Closing Date, Buyer shall
deposit into Escrow:
(i)The total Purchase Price, less the Deposit, as provided in Section 1.3, in cash or
by wire transfer.
(ii)All other sums and documents required by Escrow Holder to be deposited by
Buyer to carry out this Escrow.
4.6 Certain Obligations of Seller. In addition to any obligations contained in this Agreement, not
later than one (1) business day prior to the Scheduled Closing Date, Seller shall deposit with Escrow Holder:
(a) A grant deed in the Title Company's usual form, duly executed, acknowledged and in
recordable form conveying Seller's interests in the Property to Buyer (the "Grant Deed").
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(b) All other sums and documents required by Escrow Holder to be deposited by Seller to
carry out this Escrow.
4.7 Conditions to Seller's Obligation to Sell. Seller's obligation to sell the Property is expressly
conditioned upon each of the following:
(a)The sale of the property is contingent upon the AB 1X 26 Approvals having been
obtained and notice to the State Department of Finance of the proposed sale in accordance with AB XI 26
within four working days of approval of Agreement by the City Council acting as the City as the Successor
Agency to the Grand Terrace Redevelopment Agency and lack of objection to the sale from the Department of
Finance and other state and local agencies within 15 days of the date of notice.
(b)Buyer shall have deposited with Escrow Holder all sums and documents required
pursuant to Section 4.5.
(c)Buyer shall have timely performed each obligation and covenant of Buyer required
pursuant to this Agreement.
(d)All representations and warranties of Buyer hereunder are materially true and correct.
4.8 Conditions to Buyer's Obligation to Buy. Buyer's obligation to buy the Property is expressly
conditioned upon each of the following:
(a)Seller shall have deposited with Escrow Holder all sums and documents required
pursuant to Section 4.6.
(b)Seller shall have timely performed each obligation and covenant of Seller required
pursuant to this Agreement.
(c)Escrow Holder holds for issuance the Title Policy (as hereinafter defined).
(d)All representations and warranties of Seller hereunder are materially true and correct.
(e)No material adverse change shall have occurred to the condition of the Property or the
improvements thereon.
4.9 Title Policy. Escrow Holder is hereby instructed to deliver to Buyer through Escrow a Standard
ALTA owner's policy of title insurance from First American Title Insurance Company with regional exceptions
dated the date and time of Closing with liability in the amount of the Purchase Price (the "Title Policy"). The
Title Policy shall insure Buyer (or its nominee) as owner of good, marketable and indefeasible fee title to the
Property subject only to (i) the standard printed title company exceptions and (ii) the Permitted Exceptions and
any other exceptions approved by or created by Buyer. Buyer shall have the right to obtain extended coverage
at its own cost.
4.10 Recordation of the Grant Deed and Delivery of Funds. Upon receipt of the documents and sums
described in this Article IV, Escrow Holder shall cause the Grant Deed to be recorded (with documentary
transfer tax information to be affixed after recordation) in the office of the County Recorder of San Bernardino
County, California, and shall deliver the proceeds of the Escrow less appropriate charges to Seller. A
conformed copy of the recorded Grant Deed shall be delivered to Buyer immediately following the Closing. All
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sums to be disbursed to Seller by Escrow Holder shall be by certified or cashiers check of Escrow Holder or by
wire transfer if Escrow Holder is so advised by Seller.
(a)Prorations. Real property taxes and any other assessment payment shall be prorated as of
Close of Escrow.
(b)Costs of Escrow.
(i)Seller shall pay one-half (1/2) of the Escrow fee, and cost of an ALTA standard
coverage title policy, together with all documentary transfer tax.
(ii)Buyer shall pay all costs not described as Seller's costs in Section 4.10(b) (i).
4.11 Broker's Commission. Seller represents that it was not represented by a broker and any Broker's
Commission shall be paid by Buyer.
4.12 Default. Time is of the essence in this Agreement and if Buyer or Seller (the "Defaulting Party")
fails to deposit any of the amounts due pursuant to this Agreement, or to perform any other act when due, then
the other party (the "Non-Defaulting Party") may initiate any of its rights under this Agreement, in law or in
equity by notice in writing to the Defaulting Party and Escrow Holder. Should Buyer default, Seller shall be
entitled to retain Buyer's deposit as liquidated damages. If the Defaulting Party has not fully cured the default
within seven (7) calendar days after receipt of said notice by the Defaulting Party, Escrow Holder may be
instructed by the Non-Defaulting Party to cancel this Escrow and the Non-Defaulting Party shall thereupon be
released from its obligations under this Agreement.
4.13 Buyer's Remedies. Buyer and Seller agree that if the sale contemplated by this Agreement is not
completed as herein provided solely by reason of any material default of Seller, Buyer's deposit shall be
returned to Buyer, and Buyer shall have the right to pursue any remedy available at law or in equity for such
default of Seller, including, without limitation, the specific performance of this Agreement.
4.14 Statement of Buyer and Seller Concerning Executory Terms. Buyer and Seller acknowledge that
the consummation of the Escrow is contingent upon compliance with some or all of the executory terms and
provisions this Agreement and that the parties hereto are the sole persons or entities entitled and authorized to
determine whether all executory terms and provisions required to be performed prior to the Close of Escrow
have been satisfied or deemed satisfied prior to the close of Escrow. Accordingly, prior to the Scheduled
Closing Date, Buyer and Seller shall each deposit with Escrow Holder a written statement acknowledging that
all executory terms and provisions of this Agreement, insofar as the same relate to each party respectively and
any obligation of Escrow Holder relating thereto, have been satisfied, deemed satisfied or waived. Deposit of
such statement with Escrow Holder shall constitute each party's authorization to close Escrow.
4.15 Termination of Agreement. In the case of termination of this Agreement in accordance with its
terms and cancellation of the Escrow (except for a Buyer's Default under which Seller would be entitled to
retain Buyer's deposit as liquidated damages), all documents and funds (together with any interest accrued
thereon) previously deposited into the Escrow shall be promptly returned to the depositing party by the person
or entity then holding such documents and funds, and all rights and obligations of the parties existing hereunder
shall thereafter terminate and be of no further force and effect except for the indemnification of Buyer in
Sections 3.1, 3.4, and 4.12, all of which shall survive the termination of this Agreement.
4.16 Escrow Cancellation Charges. In the event that this Escrow shall fail to close by reason of the
default of either party hereunder, the defaulting party shall be liable for all Escrow cancellation charges. In the
9
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event that the Escrow shall fail to close for any other reason, each party shall be liable for one-half (1/2) of all
Escrow cancellation charges.
4.17 Delay in Closing: Authority to Close. If Escrow Holder cannot close the Escrow on or before the
Scheduled Closing Date, it will, nevertheless, close the same when all conditions have been satisfied or waived,
notwithstanding that one or more of such conditions has not been timely performed, unless after the Scheduled
Closing Date and prior to the close of the Escrow, Escrow Holder receives a written notice to terminate the
Escrow and this Agreement from a party who, at the time such notice is delivered, is not in default hereunder.
The exercise of such right, and the return of moneys and documents, shall not affect the rights of the party not
in default permitted in this Agreement for the other party's breach of this Agreement. In addition, the giving of
such notice, the failure to object to termination of the Escrow or the return of moneys and documents shall not
affect the right of the other party to pursue other remedies permitted hereunder for the breach of the party who
gives such notice.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 Incorporation of Exhibits. All exhibits attached hereto and referred to herein are incorporated in
this Agreement as though fully set forth herein.
5.2 Attorneys' Fees. In any legal proceeding between Buyer and Seller seeking enforcement of or
attempting to construe any of the terms and provisions of this Agreement, or in connection with any of the
property described herein, including, without limitation, insolvency, bankruptcy, arbitration, declaratory relief
or other litigation, the prevailing party in such action shall be awarded, in addition to damages, injunctive or
other relief, its reasonable costs and expenses, including, without limitation, service of process, filing fees, court
and court reporter costs, investigation costs, expert witness fees and the cost of any bonds, and reasonable
attorneys' fee.
5.3 Notices. All notices required or permitted by this Agreement shall be in writing and may be
delivered in person (by hand delivery or professional messenger service) to either party or may be sent by
registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the
U.S. Postal Service or Federal Express or any other courier service guaranteeing overnight delivery, charges
prepaid, addressed as follows:
If to Seller at:
City of Grand Terrace
As Successor Agency to the Redevelopment Agency
22795 Barton Road
Grand Terrace, CA 92324
Attn: City Clerk
If to Buyer at:
O'Reilly Automotive Stores, Inc.
Director of Real Estate Legal Services
233 S. Patterson
Springfield, MO 65801
1 0
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Any such notice sent by registered or certified mail, return receipt requested, shall be deemed to have
been duly given and received seventy-two (72) hours after the same is so addressed and mailed in Los Angeles.
Orange, San Bernardino or Riverside Counties with postage prepaid. Notices delivered by overnight service
shall be deemed to nave been given twenty-four k24) hours after ciciively of Liiaigcs picpaid, Ill WC
U.S. Postal Service or private courier. Any notice or other document sent by any other manner shall be
effective only upon actual receipt thereof. Any party may change its address for purposes of this Section by
giving notice to the other party and to Escrow Holder as herein provided.
5.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
each of the parties hereto and their respective successors and permitted assigns.
5.5 Assignment. This Agreement may not be assigned by either party without the express written
consent of the other party first had and obtained. Except as provided in the preceding sentence, any assignment
of delegation of rights, duties or obligations hereunder made without the prior written consent of the other party
or parties hereto shall be void and of no effect. No such assignment shall be deemed to relieve the assigning
party from any liability or responsibility hereunder.
5.6 Relationship of Parties. The relationship of the parties to this Agreement shall be solely that of
Buyer and Seller, and nothing herein contained shall be construed otherwise.
5.7 Governing Law. This Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the internal laws of the State of California.
5.8 Entire Agreement: Amendment. This Agreement contains all of the agreements of the parties
hereto with respect to the matters contained herein and no prior or contemporaneous agreement or
understanding, oral or written, pertaining to any such matters shall be effective for any purpose_ No provision
of this Agreement may be modified, waived, amended or added to except if in writing and signed by the party
against which the enforcement of such modification, waiver, amendment or addition is or may be sought.
5.9 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the parties may require_
5.10 Headings_ The headings of this Agreement are for purposes of reference only and shall not limit
or define the meaning of the provisions of this Agreement
5.11 Severability. If any paragraph, section, sentence, clause or phrase contained in this Agreement
shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or shall be
held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise
unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement
shall not be affected thereby.
5.12 Waiver. The waiver of any breach of any provision hereunder by Buyer or Seller shall not be
deemed to be a waiver of any preceding or subsequent breach hereunder. No failure or delay of any party in the
exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right
preclude further exercise thereof.
5.13 Further Assurances. Seller and Buyer each agree to do such further acts and things and to
execute and deliver such additional agreements and instruments as the other may reasonably require to
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consummate. evidence or confirm the sale or any other agreement contained herein in the manner contemplated
hereby.
5.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which shall constitute one and the same instrument.
5.15 Time of Essence. Time is of the essence in this Agreement as to all dates and time periods set
forth herein.
5.16 Eminent Domain Proceedings. Seller shall promptly notify Buyer of any condemnation
proceeding commenced prior to the Close of Escrow. If any such proceeding relates to or may result in the loss
of any material portion of the Property, Seller or Buyer may, at its option, elect either to (i) terminate this
Agreement. in which event all funds deposited into Escrow by Buyer or released to Seller shall be returned to
Buyer, all instruments shall be returned to the respective parties who deposited the same, and neither party shall
have any further rights or obligations hereunder except as provided in Section 4.15, or (ii) continue the
Agreement in effect, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation,
awards, or other payments or relief resulting from such casualty or condemnation proceeding.
5.17 Recitals. The provisions of the recitals of this Agreement shall constitute operative and
enforceable provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the dates set forth under
their respective signatures below, notwithstanding that this Agreement is dated for convenience and reference as
of the date and year first written above.
SELLER:
CITY OF GRAND TERRACE, acting as the
Successor Agency to the Community
Redevelopment Agency
Dated: April 25, 2012
Approved as to Form:
Richard L. Adams
City/Successor Agency Attorney
BUYER:
O'Reilly Automotiv Stores Inc.
///
--ecr=presirdent (.)ecz fc-TY:1--x-cns,
By:
-Assistant-Seeretary—;---
Dated: April , 2012
12
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EXHIBIT "A"
LEGAL DESCRIPTION
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SELLER
BUYER
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
ADDENDUM ONE
CITY OF GRAND TERRACE, (acting as Successor Agency to the Community
Redevelopment Agency.)
O'REILLY AUTOMOTIVE STORES, lNC., 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 ancl Escrow
lnstructions (the "Agreement'), dated April24,2012, as follows.
1. DEFINITION OF EFFECTIVE DATE.
Seller and Buyer agree that the "Effective Date" as used in the Agreement shall be defined as the
Opening of Escrow Date.
2. INSPECTION REVIEW PERIOD.
The first three lines of Section 3.2. (lnspection 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 a period of three hundred (300) days from the opening of Escrow 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:"
3. 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:
"Buyer shall have three hundred (300) days (the 'lnspection Period') from the Effective Date to
complete its investigation of the Property."
4. CLOSE OF ESGROW:
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 three hundred and fifteen (315) days after Opening of
Escrow (the "Scheduled Closing Date"), subject to Section 4.7(a), unless extended by mutual
written agreement of the parties.
5. COMPUTATION OF TIME:
The following subparagraph shall be added to the Agreement as Section 5.'18
"5.18. Computation of Time. lf any date for the occurrence of an event or act under this Contract
falls on a Saturday, Sunday or legal holiday in the State of Missouri or California, then the time for
the occurrence of such event or act shall be extended to the next succeeding business day. All
time computations under this Contract shall be based on Central Time Zone."
6. ln all other respects, the Agreement shall remain unmodified and in full force and effect.
8.
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Attachment: Attachment 2. Addendum One to Purchase and Sale Agreement and Escrow Instructions
7 lf this Contract Addendum is not executed by both Buyer and Seller, by the 19th day of October,
2012, the Buyer has the option to declare the Contract null and void and all payments shall be
returned to Buyer.
SELLER: CITY OF GRAND TERRACE, acting as the
Successor Agency to the Community
Redevelopment Agency
BY:
Name:
Title:
Executed on octoberl/ 2012
Approved as to F
BY
Name. Richard L. Adams
Title. City/SuccessorAgencyAttorney
BUYER:O'REILLY AUTO RES, INC
BY:
Name:
Title:
Executed on october þ!, zotz
(Gr1)
L. Greene
Director of Real Estate Legal Services
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Attachment: Attachment 2. Addendum One to Purchase and Sale Agreement and Escrow Instructions
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
ADDENDUM ONE
SELLER: CITY OF GRAND TERRACE, (acting as Successor Agency to the Community
Redevelopment Agency.)
BUYER: O'REILLY AUTOMOTIVE STORES, lNC., a Missouri corporation
ADDRESS OF PROPERTY: Barton Road (East of Vivenda Avenue)
OPENING OF ESCROW DATE: May 23,2012
lhe undersigned parties agree to amend the above-described Purchase and Sale Agreernent and Ëscrow
lnstructions (the "Agreement'), dated April24, 2012, as follows:
1. DEF¡NITION OF EFFECTIVE DATE.
Seller and Buyer agree that the "Effective Date" as used in the Agreement shall be defined as the
Opening of Escrow Date.
2. INSPECTION REVIEW PERIOD.
The first three lines of Section 3.2. (lnspection 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 a period of three hundred (300) days from the opening of Escrow 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:"
3. BUYER'S CONDITIONS AND INSPECTION PERIOD.
The second sentence of Section 3.4 (Buyer Conditions and lnspection Period) is hereby deleted in
its entirety and the following sentence is inserted in lieu thereof:
"Buyer shall have three hundred (300) days (the 'lnspection Period') from the.Effective Date to
complete its investigation of the Property."
4. CLOSE OF ESGROW:
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 three hundred and fifteen (315) days after Opening of
Escrow (the "Scheduled Closing Date"), subject to Section 4.7(a), unless extended by mutual
written agreement of the parties.
5 COMPUTATION OF TIME:
The following subparagraph shall be added to the Agreement as Section 5.18:
"5.18. Computation of Time. lf any date for the occurrence of an event or act under this Contract
falls on a Saturday, Sunday or legal holiday in the State of Missouri or California, then the time for
the occurrence of such event or act shall be extended to the next succeeding business day. All
time computations under this Contract shall be based on Central Time Zone."
6. ln all other respects, the Agreement shall remain unmodified and in full force and effect.
8.
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Attachment: Attachment 2. Addendum One to Purchase and Sale Agreement and Escrow Instructions
7 lf this Contract Addendum is not executed by both Buyer and Seller, by the 19th day of October,
2012, fhe Buyer has the option to declare the Contract null and void and all payments shall be
returned to Buyer.
SELLER: CITY OF GRAND TERRACE, acting as the
Successor Agency to the CommunitY
Redevelopment Agency
BY:
Name:
Title:
Executed on October,E, 2012
Approved as to Form
BY:
Name:
Title:
ard L. Adams
City/Successor Agency Attorney
BUYER:
Executed on october // , zolz
(Gr1)
O'REILLY AUTO VES RES, INC
BY
Name: Robert L. GreeneTitle: Director of Real Estate Legal Servíces
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Attachment: Attachment 2. Addendum One to Purchase and Sale Agreement and Escrow Instructions
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:
“Buyer shall have until May 20, 2013 (the ‘Inspection Period’) to complete its investigation of the
Property.”
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.
8.C.c
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RESOLUTION NO.
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.
8.C.d
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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).
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 26th day of February, 2013.
Chair of the Successor Agency for the
Community Redevelopment Agency of the City
of Grand Terrace
8.C.d
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ATTEST:
Agency Secretary
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 26th day of February, 2013 by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Tracey R. Martinez, Agency Secretary
APPROVED AS TO FORM:
Successor Agency Counsel
8.C.d
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PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
ADDENDUM THREE
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.BUYER’S AGREEMENT TO DEVELOP AUTO PARTS STORE.
The first sentence of Section 1.4. (Buyer’s Agreement to Develop Auto Parts Store) on page 1 of
the Agreement is hereby deleted in its entirety and the following language is inserted in lieu
thereof:
“Buyer agrees to develop a retail auto parts store at the property in accordance with the City’s
Municipal Code and in compliance with the California Environmental Quality Act, beginning
construction (as defined herein) prior to January 1, 2014 and to open the store by June 1, 2014.
“Beginning construction” shall consist of Buyer being granted any and all permits for construction
by the proper government authorities and beginning site grading work.”
2.BUYER’S CONDITIONS AND INSPECTION PERIOD (Title):
The second sentence of Section 3.4(a) {Buyer’s Conditions and Inspection Period (Title)} of the
Agreement is hereby deleted in its entirety and the following language is inserted in lieu thereof:
“As part of this examination, Buyer shall obtain and pay for at closing, a title insurance
commitment and/or title search issued by the Title Company which is licensed to issue and write
title insurance policies in the State of California, showing Seller’s title to the Property to be
marketable or indefeasible in fact, as defined by the Title Examination Standards of the California
Bar.”
AND
The last sentence of Section 3.4(a) {Buyer’s Conditions and Inspection Period (Title)} of the
Agreement is hereby deleted in its entirety and the following language is inserted in lieu thereof:
“At closing, the Seller is to pay all premiums necessary to convert the title insurance commitment
to a Buyer’s ALTA Standard Coverage title insurance policy in the full amount of the purchase
price.”
3.BUYER’S CONDITIONS AND INSPECTION PERIOD (Environmental Investigation):
Section 3.4(c) {Buyer’s Conditions and Inspection Period (Environmental Investigation)} is
amended to add the following paragraph after the existing paragraph:”
“Buyer and Seller acknowledge that there is an existing soil pile on the subject property. Buyer
has completed a sampling and analysis of one grab sample from the soil pile noting that some
TPH as diesel (C13-C22) and some TPH as motor oil (C23-C32) were detected. The Buyer has
received a proposal from Cardno ATC for removing the soil pile for the sum fee of $6240.00. This
fee could increase if it is determined that there is impacted soil below the surface of the soil pile
which must be removed and additional samples collected. Buyer hereby agrees to proceed with
the scope of work provided by Cardno ATC and to pay the $6240.00 fee, plus any additional
charge required, when due. Provided, however, Seller shall reimburse Buyer for the full amount
paid to Cardno ATC at closing.
8.C.d
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2
4.BUYER’S CONDITIONS AND INSPECTION PERIOD (Development Plan):
Section 3.4(h) {Buyer’s Conditions and Inspection Period (Development Plan)} is amended to
read as follows:
“Prior to beginning construction, Buyer shall have issued to it by the City of Grand Terrace,
California, approval of its site plan and sign program for development of the Property, which shall
include construction of a retail building not smaller than 6,300 square feet within an area on the
Property in compliance with the Grand Terrace Zoning Code for either concrete or asphalt paved
parking lot and approval to construct at least one 30-foot driveway onto Barton Road.”
5.In all other respects, the Agreement, as previously modified, shall remain unmodified and in full
force and effect.
6.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.
7.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 II
Title:Successor Agency Counsel
BUYER: O’REILLY AUTOMOTIVE STORES, INC.
BY:__________________________________
Name:Robert L. Greene
Title:Director of Real Estate Legal Services
Executed on ___________________________, 2013
8.C.d
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AGENDA REPORT
MEETING DATE:February 26, 2013 Council Item
TITLE:Waiver of Land Use Application Fee for Friends of Blue
Mountain Annual Walk
PRESENTED BY:Richard Shields, Community Development Director
RECOMMENDATION:Staff recommends that the City Council waive the Land Use
Application Fee in the amount of $50, for the Friends of Blue
Mountain's 6th Annual Hike/Walk up Blue Mountain event.
APPLICANT:
Friends of Blue Mountain
PROPOSAL:
Waive $50, Land Use Application Fee for the 6th Annual Hike/Walk up Blue Mountain
event.
LOCATION:
Corner of Palm Avenue and Honey Hill Drive.
PROJECT DESCRIPTION:
Sponsors are proposing a hike/walk up Blue Mountain starting at the main gate located
on Palm Avenue, Sunday, March 10, 2013 at 8:00 a.m. The event will take place on
properties owned by Dr. Sidgestad and Denis Kidd.
BACKGROUND:
The City of Grand Terrace sponsored the Blue Mountain Hike/Walk in 2007 until 2010.
The Friends of Blue Mountain, the Sierra Club and the Foundation of Grand Terrace are
now sponsoring the event. The event takes place on the dirt road known as Blue
Mountain Road to the public for one day to allow residents to hike or walk to the top of
Blue Mountain. The sponsoring group is asking for a waiver from the land use
application fee totaling $50.
Staff recommends approval of the waiver of the $50 Land Use Application Fee for the
Blue Mountain event.
ATTACHMENTS:
·Friends of Blue Mountain Land Use Application
APPROVALS:
Richard Shields Completed 02/21/2013 1:38 PM
8.D
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Sandra Molina Completed 02/21/2013 2:07 PM
Finance Completed 02/21/2013 2:10 PM
City Attorney Completed 02/21/2013 4:08 PM
City Manager Completed 02/21/2013 4:20 PM
City Council Pending
8.D
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