2013-04 RESOLUTION NO. 2013-04
A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR
AGENCY TO THE FORMER GRAND TERRACE REDEVELOPMENT
AGENCY, AUTHORIZING AND 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 with the
wind down requirements of ABX1 26 in mind, the Successor Agency resumed
negotiations for the sale of the Property under the disposition requirements of ABX1 26
and the Health & Safety Code existing at that time; and
WHEREAS, on April 24, 2012, 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 authoring Agreement between the .
Successor Agency and O'Reilly for the sale of Property.
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, on February 26, 2013, the Successor Agency adopted -Resolution No.
2013-xx SA authorizing Addendum Three to the Sale and Purchase Agreement and
Escrow Instructions ("Addendum Three") between the Successor Agency and O'Reilly
for the sale of Property.
WHEREAS, pursuant to section 34181 of the Health and Safety Code, the Oversight
Board has the authority to direct the Successor Agency to dispose of Property.
NOW THEREFORE, BE IT RESOLVED BY THE OVERSIGHT BOARD AS
FOLLOWS:
SECTION 1. The Oversight Board finds and determines that the foregoing recitals are
true and correct.
SECTION 2. The Oversight Board finds that the sale of the Property has been
conducted in a manner that is aimed at maximizing the value of the Property pursuant to
the provisions ABX1 26 existing at the time the sale was approved.
SECTION 3. The Oversight Board hereby approves Addendum Three authorizing_ and
- approving the sale-of the Property, pursuant to Health .& Safety Code § 34181, that was
approved by the Successor Agency by Successor Agency Resolution No. 2013-xx SA.
SECTION 4. The Executive Director of the Successor Agency is hereby authorized to
execute Addendum Three, attached hereto as Exhibit "1," and take all necessary
actions to.complete the sale of the Property.
SECTION 5. The Executive Director of the Successor Agency 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 and AB 1484, relating to redevelopment
dissolution, and any other applicable law.
SECTION 6. The Successor Agency shall. maintain on file as a public record this
Resolution approved hereby.
SECTION 7. This Resolution shall not be effective until five business days after its
adoption or, in the case that the Department of Finance requests a review, pursuant to
the Health & Safety Code provisions governing Department of Finance review -of
Oversight Board actions.
PASSED, APPROVED AND ADOPTED this 6th day of March, 2013.
r
Walt Stanckie irman
ATTEST:
Secretary
I, TRACEY R. MARTINEZ, CITY CLERK of the City of Grand Terrace, acting as the
Secretary to the Oversight Board of the -Successor Agency to the Grand Terrace
Redevelopment Agency do hereby certify that the foregoing Resolution was introduced
and adopted at a regular meeting of the Oversight Board held on the 6th day of March,
2013 by the following vote:
AYES: Boar&!Members Morga, Ferracone and. Shields; Vlcb�.Chaftman Stks
and: Chdi.rmbhILStanckiewitz.
NOES: None
ABSENT: None
ABSTAIN: None
Tracey R. artinez, City Clerk
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.
w
SELLER: CITY OF GRAND TERRACE, acting as the
-Successor Agency-to the Community
r-� Redevelopment Agency:
BY:. .
Name: ✓jA_i
Title: G✓oO� �eG- r/ i�"P /".:::.: ::
Executed on -::,2013
Approved as to Form: .
BY:.
Name:. Richard L. Adams II
Title: Successor-Agency Counsel
BUYER: O'REILLY AUTPMOTIVF.STORES, INC.
BY:
Name: . Robert L. Greene -
Title: Director of Real Estate Legal Services
Executed on z,/�v. 2013 ,
(GT2)
. .
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