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RDA Resolution 2007-012 RESOLUTION NO. RA 2007-012 ADOPTION OF A RESOLUTION OF THE LA GUINTA REDEVELOPMENT AGENCY APPROVING AMENDMENT NO.1 TO THE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN THE AGENCY AND FRANK R. GOODMAN & ASSOCIATES PURCHASE AND SALE AGREEMENT AMENDMENT NO.1 FRANK R. GOODMAN & ASSOCIATES WHEREAS, the La Guinta Redevelopment Agency ("Agency") is a public body, corporate and politic, organized and existing under the California Community Redevelopment Law (Health & Safety Code Section 33000, et seq.) ("CRL"); and WHEREAS, pursuant to the CRL, the City Council of the City of La Guinta ("City" or "City Council," as applicable) approved and adopted the Redevelopment Plan ("Redevelopment Plan") for Project Area No. 2 ("Project Area"), on May 16, 1989, by Ordinance No. 139; and WHEREAS, on or about September 6, 2006 the Agency entered into a Purchase and Sale Agreement and Escrow Instructions ("Agreement") with Frank R. Goodman and Associates, a California limited partnership ("Seller"), for the Agency's purchase of an existing 73-unit affordable housing apartment complex, commonly known as the Washington Street Apartments (the "Project"), located at 42-800 Washington Street, in unincorporated territory in the County of Riverside, State of California (the "Property"), for Six Million One Hundred Twenty Thousand Dollars ($6,120,000) (the "Purchase Price"); and WHEREAS, the Project is encumbered with a loan from the United States of America, acting through the Farmer's Home Administration, United States Department of Agriculture ("USDA"), as holder, in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the "USDA Loan"), The outstanding amount of the USDA Loan is approximately Seven Hundred Ninety- Two Thousand Five Hundred Eighty-Four Dollars ($792,584); and WHEREAS, the parties have completed a substantial portion of the due diligence items required as conditions to the close of escrow, and the annexation of the Property into the City of La Guinta is imminent, but the Agency has not yet determined the most effective course of action to take with respect to the USDA Loan. Resolution No. RA 2007-012 Purchase and Sale Agreement Amendment No.1 Frank R. Goodman & Associates September 18. 2007 Page 2 WHEREAS, the parties have negotiated an amendment to the Agreement ("Amendment No.1") that would (i) enable the Agency and City to annex the Property into the City before the close of escrow; (ii) provide for a release to the Partnership of all remaining portions of the original $50,000 deposit provided by the Agency; (iii) clarify that all portions of the deposit will be applied to the Purchase Price; and (iv) require the Agency to make monthly "option" payments to the Partnership, beginning on October 1, 2007, and continuing until the earlier of (a) the close of escrow, or (b) the date the Agency acquires a majority interest in the Partnership. WHEREAS, Amendment No. 1 is in accordance with the Redevelopment Plan and is of benefit to the Project Area and the City of La Guinta. NOW, THEREFORE, BE IT RESOLVED BY THE LA GUINTA REDEVELOPMENT AGENCY AS FOLLOWS: Section 1. That the above recitals are true and correct and incorporated herein. Section 2. Amendment No.1, a copy of which is on file with the Agency Secretary, is hereby approved. The Agency Executive Director and Agency Counsel are hereby authorized and directed to make final modifications to Amendment No. 1 that are consistent with the substantive terms of Amendment No. 1 approved hereby, and the Agency Executive Director is authorized to thereafter sign said Amendment No, 1 on behalf of the Agency. Section 3. The Agency Executive Director is authorized and directed, on behalf of the Agency, to (i) sign such other and further documents, including but not limited to escrow instructions that require the Agency's signature, and (ii) take such other and further actions, as may be necessary and proper to carry out the terms of Amendment No.1. PASSED, APPROVED, and ADOPTED at a regular meeting of the La Guinta Redevelopment Agency held this 18th day of September, 2007, by the following vote: Resolution No. RA 2007-012 Purchase and Sale Agreement Amendment No. 1 Frank R. Goodman & Associates September 18. 2007 Pege 3 AYES: Board Members Adolph, Henderson, Kirk, Sniff, Chairman Osborne NOES: None ABSENT: None ABSTAIN: None M. 0 BORNE, Agency Chair a Guinta Redevelopment Agency ATTEST: APPROVED AS TO FORM: . KAT RINE JENS ,Agency Counsel La Guinta Redevelopment Agency ,"