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HomeMy WebLinkAbout5008 RESOLUTION NO, 5008 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA PROVIDING FOR THE FINANCING OF THE CHICAGO PARK PARTNERSHIP PROJECT WHEREAS, Chicago Park Partnership (herein called the "Sponsor") has proposed that the City of Arcadia (herein called the "City") issue industrial development revenue bonds (herein called the "Bonds") to provide financing for the planning, development, construction, improvement and operation of an industrial building or buildings to be situated in the Chicago Park district of the City of Arcadia (herein called the "Project"); WHEREAS, the City has full legal right, power and authority to issue the Bonds pursuant to Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of the Charter of the City; and WHEREAS, the Sponsor now requires evidence of the intention of the City to undertake the Project and enter into agreements with the Sponsor relating thereto; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARCADIA, as follows: Section 1. The City Council of the City hereby finds and determines that the City is authorized to undertake, carry out and complete the Project. -1- 5008 Section 2. In order that the City need not comply with the provisions of Title 10 (commencing with Section 91500) of the California Government Code, as provided in Section 91549(d) thereof, the City Council of the City hereby adopts this Resolution in order to undertake the Project, which has been described in terms sufficient for identification and the City Council hereby states its conditional intention to undertake the Project and enter into agreements with the Sponsor relating thereto. Section 3. The Bonds shall be issued for the Project by January 1, 1984, in an aggregate principal amount not to exceed $10,000,000 and subject to the condition that the City and the Sponsor shall have agreed to the terms and conditions of the Bonds and all documents or agreements necessary for and relating to the Bonds. Section 4. That the Clerk of the Council shall certify to the adoption of this resolution. I HEREBY CERTIFY that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Arcadia held on the 15th day of December, 1981, by the affirmative vote of at least three Councilmen, to wit: AYES: NOES: ABSENT: Councilmen Dring, Haltom, Pellegrino, Saelid & Gilb None None SIGNED AND APPROVED this 15th ATTEST: -2- 5008 DATE: r ~5~~t! OPTION AND AGREEMENT TO ACQUIRE REAL PROPERTY THIS AGREEMENT IS ENTERED into between the Arcadia Redevelopment Agency, a public body corporate and politic of the State of California (hereinafter referred to as the "Buyer") and Bertha F. and David C. Jennann, husband and wife, as joint tenants (hereinafter referred to as the "Seller") of certain real property. THE PARTIES HERETO DO HEREBY MUTUALLY AGREE AND COVENANT AS FOLLOWS: 1. Agreement to Sell and Purchase The Seller hereby grants an Option to Purchase Real Property to the Buyer upon the terms and conditions and for the consideration set forth in this Agreement, all that certain real property (hereinafter referred to as the "Property") located in the City of Arcadia, County of Los Angeles, State of California, legally described in the attached Exhibit "A" which is by this reference incorporated herein and having the address and more commonly known as 17 South Fifth Avenue, Arcadia, California; together with all fixtures and equipment owned or claimed by the Seller which are either generally or for the purposes of this transaction a part of the Property and include (but are not limited to) those items listed in the attached Exhibit "B" which is by this 'reference incorporated herein. Unl ess specifically provided to the contrary, whenever used herein reference to the "Property" shall include said fixtures and equipment which are a part of the Property. Seller hereby certifies that it presently is the owner of the Property. 2. Term of Option to Acquire Real Property The option to purchase shall commence on the date of this Agreement and continue up to and including May 1, 1982, at which time this option shall ex- pire. 3. Purchase Price and Other Consideration; and Terms of Purchase The total purchase price to be paid by the Buyer to the Seller for the Property shall be the sum of $195,000.OO. In consideration for this Agreement the Buyer hereby agrees to pay to the Seller the sum of $5,001.00. Specifically, the Buyer shall pay to the Seller the amount of one dollar ($1.00) upon execution of this Agreement. The balance of $5,000.00 shall be payable in non-refundable increments of $1,250.00 on February 1, March 1, April 1, and May 1, 1982 and sh all be depos ited in escrow by the Buyer on such dates or upon approval of the title report as pro- vided in paragraph 8 of this Agreement, whichever is later. Consideration shall be applied to the purchase price, should the Buyer exercise the option incor- porated herein. Should the Buyer fail to deposit any non-refundable increment by the dates set forth above, unless extended by the mutual written consent of the Buyer and Seller, this Agreement is hereby terminated and neither the Buyer nor the Seller shall have any further rights against or liabil ity to the other under this Agreement. 4. Conveyance and Condition of Title The Sell er agrees to and shall convey, by grant deed to the Buyer, fee simple merchantable title to the Property, free and clear of all recorded liens; encumbrances; covenants; assessments; easements; leases; possessor interests in fixtures and equipment and encumbrances; liens and security interests therein; franchises; and taxes; except: (a) A notice of proceedings for redevelopment of the Central Redevelopment Project Area of the City of Arcadia, under the provisions of the California Community Redevelopment Law, recorded December 28, 1973 as Instrument No. 4927, in Book M-4557, Page 429, Official Records, if such is located within said Project Area. (b) The effect of the provisions of the redevelopment plan for the Central Redevelopment Project Area of the City of Arcadia as approved and adopted December 26, 1973 by the City Council of the City of Arcadia, by Ordinance No. 1490, as disclosed by the above recorded notice, if such is located within said Project Area. (c) Utility and street eas~ments of record, Title to the Property shall be conveyed subject to the exclusion there- from (as excepted and reserved by the Seller or by others named in other deeds, leases, or other documents of record) of all oil, gas, hydrocarbon substances, and minerals of every kind and character in and under all of the Property, but , without any right to penetrate, use or disturb the surface of the Property or any portion thereof within 500 feet of the surface. 5. Delivery ,of Possession The Seller agrees to and shall convey the Property to the Buyer free and clear of any possession or any right of possession, as described in paragraph 4 except as may be agreed to by the Buyer in writi ng. 6. Title Insurance Policy The Escrow Agent, concurrent with the recordation of the grant deed for the Property, shall provide the Buyer with a C.L.T.A. Standard Coverage Policy of title insurance in the amount of the purchase price of the Property issued by a title insurance company selected by Buyer and showing title to the Property ves ted in the Buyer subject only to the excepti ons set forth in paragraph 4. The Seller shall pay the premium charged for said title insurance policy prior to the close of the escrow. 7. Condition of the Property The Property shall be conveyed in an "as is" condition with all buildings, structures, fixtures, equipment and other improvements located thereon except as agreed to by the Buyer and the Sell er. -2- 8, Escrow The Buyer agrees to open an escrow upon execution of this Agreement in the City of Arcadia in accordance with this Agreement with Le Comet Escrow (herein referred to as the "Escrow Agent") for the sale and purchase of the Property. This Agreement shall constitute the joint escrow instructions of the Buyer and the Seller, and upon delivery and receipt of a duplicate original of this Agreement, the Escrow Agent is hereby empowered to carry out its duties as Escrow Agent hereunder. The escrow instructions shall provide that a preliminary title report covering the property shall be ordered from title insurer specified in para- graph 6. 8uyer shall have a period of ten days from the date of receipt of the title report to approve the terms of the preliminary title report. If the Buyer disapproves the preliminary title report within the ten day period, this Agreement is hereby terminated, in such case, buyer shall pay all costs of escrow, including title costs, and the option consideratlun shall be returned to Buyer. Notice of disapproval, to be effective, must be delivered to the Escrow Agent in writing within the ten day period, As soon as possible after receipt of Buyer's notice to exercise Option to Purchase as provided in paragraph 8, Seller shall deposit with Escrow Agent the grant deed conveying title to Property to Buyer in accordance with this Agreement, which grant deed shall be executed in a form approved by Buyer and then accepted by Buyer, Upon the written instruction of the Buyer and upon deposit of the pur- chase price to be paid for the Property, the Escrow Agent shall record the grant deed in accordance with these escrow instructions, provided that title to the Property can be ves ted in the Buyer in accordance with the terms and provisions of paragraph 4 and provided further that possession to the Property can be delivered to the Buyer in accordance with the terms and provisions of paragraph 5. The Escrow Agent shall buy, affix, and cancel any transfer stamps required by law. Any insurance policies governing the 'Property are not to be transferred. I Ad valorem taxes and assessments (if any) on the Property levied, assessed or imposed for any period commencing prior to the close of the escrow shall be borne and paid by the Seller prior to the close of escrow. Ad valorem taxes and assessments levied, assessed or imposed for any period commencing after the close of the escrow shall be paid by the Buyer. Seller shall execute and deposit with the Escrow Agent a Bill of Sale and quit claim deed to the Buyer for fixtures and equipment as specified in paragraph 1. The Escrow Agent shall deliver said Bill of Sale and quit claim deed to the Buyer as provided in this paragraph 8, The Bill of Sale and quit claim deed shall be in a form approved and accepted by Buyer. The Seller hereby warrants and certifies (under penalty of perjury) that no document has been signed by or on the behalf of the Seller for the purpose of creating any lien, encumbrance, of security interest in said fixtures and equipment included as a part of the Property, and that the Seller does not know of any claim, lien, encumbrance, or other security interest therein, except for -3- deeds of trust duly recorded on the Property, real and personal property taxes levied, assessed or imposed against the Property and street and utility ease- ments of record. Seller shall convey title to Seller's fixtures and equipment to Buyer free and clear of any lien, encumbrances, or security, prior to close of es crow. The Escrow Agent is hereby authorized to: (a) Pay and charge the Seller for any ad valorem taxes and assessments (if any) on the Property levied, assessed, or imposed for any period commencing prior to the close of the escrow, and for any delinquent taxes and assessments (and any penalties and interest thereon) which are a lien on the Property and are unpaid. (b) Pay and charge the Seller for any amounts necessary to place the title to the Property in the condition necessary to satisfy paragraph 4. (c) Pay and charge the Buyer and the Sell er for the respecti ve fees, charges, rents, deposits, and costs payable under paragraph 9. (d) Record the grant deed for the Property, deliver the cash, payment to the Seller, deliver the recorded grant deed to the Buyer when all conditions of this escrow have been fulfilled by the Buyer and the Seller. The cash pay- ment shall not be delivered by the Escrow Agent unless and until it has recorded the grant deed and has delivered to the Buyer a title insurance policy issuing title in conformance with the requirements of paragraph 6. (e) With respect to said fixtures and equipment which are a part of the Property, procure reports from the office of the California Secretary of State as to the filing of any security interests on said fixtures and equipment as to the Seller and as to: (f) Record any instruments delivered through this escrow if necessary or proper to vest title in the Buyer in accordance with the terms and provisions of these escrow instructions. All funds received in this escrow shall be deposited by the Escrow Agent in a general escrow account with any state or national bank doing business in the State of California and may be combined in such account with other escrow funds of the Escrow Agent. Such funds may be transferred to any other such general account or accounts. All adjustments are to be made on a basis of a thirty (30) day ITOnth. Time is of the essence in these escrow instructions. If this escrow is not in condition to close within 90 days after receipt of notice to exercise Option to Purchase, as provided in this paragraph 8, either party who then shall have fully performed the acts to be performed hereunder before the conveyance of title may, -4- in writing, demand the return of this money, papers, or documents. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mail ed copies of such demand to the other party at the address provi ded in paragraph 10. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten day period, in which event, the Escrow Agent is authorized to hold all money, papers and documents with respect to the Property until instructed by a mutual agreement of the parties, or upon failure thereof, by a court of competent jurisdiction. If no such de- mands are made, the escrow shall be closed as soon as possible. The Escrow Agent shall not be ob 1 i gated to return any su ch I1l)ney, papers or documents except upon the written instructions of both parties, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Buyer and the Seller. At the time of any amendment, the Escrow Agent shall agree to carry out its duti es as escrow agent under such amendment. All comnunications from the Escrow Agent to the Buyer or the Seller shall be directed to the addresses and in the manner established in Paragraph 10 for notices, demands and communications between the parties. The responsibility and liability of the Escrow Agent under these escrow instructions is limited to the performance of the obligations imposed upon it under paragraph 3 through 9 (inclusive). The Option to Purchase real property shall be exercised by the Buyer by giving written notice to escrow prior to the end of option period. At that point, this shall become an agreement for the purchase and sale of the property binding upon both Seller and Buyer. Escrow shall close within 90 days from notice of said exercise, unless extended by the mutual written consent of Buyer and Sell er. Sell er agrees that Buyer may extend the term of this Option beyond May 1, 1982 if Buyer notifies escrow in writing that there is a need for addi- tional time and Buyer pays into escrow a non-refundable increment of $1,500.00 per month on the first of each month thereafter, not to exceed three I1l)nths. Any sums so paid shall apply to the purchase price at close of escrow. Should Buyer fail to deposit any such non-refundable increment by the dates. set forth above, unless extended by the mutual written consent of the Buyer and Seller, this Agreement is hereby terminated, and neither the Buyer nor the Seller shall have any further rights against or liability to the other under this Agreement. 9. Escrow Fees, Charges and Costs The Seller shall pay into escrow to the Escrow Agent the following fees, charges, rents and deposits and costs after the Escrow Agent has notified the Buyer of the amount of su ch fees, charges, rents, depos its and cos ts and pri or to the close of the escrow: (a) Costs necessary to place the title of the Property in the condition for conveyance required by provisions of this Agreement. -5- (b) One-half of the escrow fee. (c) Ad valorem taxes, if any, upon the Property, or upon this Agreement pertaining to the conveyance of the Property, or any rights there- under prior to the conveyance of title. (d) Any State, County or City documentary stamps or transfer taxes per- tai ni ng to the recordati on of the grant deed. (e) All fees, charges and costs for obtaining reconveyances under en- cumbrances or for removing clouds on the title to the Property, and a 11 recordi ng and notary fees and any State, County, or Ci ty documen- tary s tamps or taxes in connecti on therewi th. (f) Rent, if any, received from tenants of Property received by Seller for rental days after close of escrow and all deposits (if any) for rental of Property. (g) The amount of the premium charged for the title insurance policy issued to the Buyer pursuant to paragraph 6. The Buyer sha 11 pay into es crow to the Escrow Agent the fo 11 owi ng fees, charges and costs promptly after the Escrow Agent has notified the Buyer of the amount of such fees, charges and costs and prior to the close of the escrow: (a) One-half of the escrow fee. (b) The amount of the consideration as set forth in paragraph 3. (c) The cost of, drawing the grant deed. (d) Recording fees pertaining to the grant deed. (e) Notary fees pertaining to the grant deed. 10. Notices Formal notices, demands and communications between the Buyer and the Seller shall be sufficiently given if dispatched by certified mail, postage prepaid, to the following addresses: To the Buyer at: Ja,y M. Corey, Assistant Ci ty Manager/Economi c Development Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, California 91006 -6- To the Seller at: 11. Fixtures and Equipment The Sell er hereby acknowl edges that tenants 1 i s ted in paragraph a( e) own or claim certain fixtures and equipment listed in the attached Exhibit "C". The Seller hereby claims no interest in any such fixtures and equipment or the pro- ceeds from the sal e thereof, and agrees that Sell er is not entitl ed to any moni es paid by the Buyer therefor to said tenants. In the event any conflicting claim of title or any encumbrances, security interest of lien of any kind whatsoever shall be discovered or asserted as to any fixtures and equipment listed in the Bill of Sale and quit claim deed of the Seller to the Buyer, the Escrow Agent, upon receiving notice or knowledge thereof (and without responsibility for determining the val idity of any such claim of title or any such security interest of 1 ien) shall withhold the funds otherwise distributable to the Seller for such fixtures and equipment, or shall withhold so much of the funds as is reasonably necessary in the sole opinion of the Buyer to protect the Buyer against such claim of title or such encumbrance, security interest or lien. The withholding of such funds shall not prevent the closing of this escrow if the total funds to be withheld from the Seller do not exceed the net amount to be paid to such party or parties out of escrow. The Escrow Agent shall not disburse the withheld funds without the consent of the Buyer, and shall not disburse any withheld funds to any claimant or other party (except upon court order or levy) without the consent of the party or parties from whom such funds are withheld. 12. Statement of Rentals The Seller agrees to and shall execute a complete, current and correct statement of rental and deposits (if any) received and to be received prior to the date set forth for the close of escrow from occupants of the Property, and shall deliver such statement (together with copies of any written leases and/or rental agreements) to the Buyer within 10 days after the date of this Agreement. 13. Permission to Enter Upon the Property The Seller hereby grants to the Buyer (its agents, employees and any persons designated by the Buyer) permission to enter upon the Property at all reasonable times for the purpose of making necessary and appropriate inspections and tests of the Property. 14. Relocation Advisory Assistance and Relocation Assistance Payments; Acquisition Procedures The Buyer and Seller agree that relocation advisory assistance and reloca- tion assistance payments as provided in the California Relocation Assistance Law (Government Code, Section 7260 et seq.) are adequately compensated for as part of the total consideration of this Agreement. In consideration for this Agree- -7- ment the Seller hereby agrees to waive any other relocation assistance and payments provided by law, Seller hereby acknowledges that it is fully aware of these rights and benefits, and hereby knowingly and intentionally waves said rights and benefits. Seller and Buyer further hereby agrees that the procedures for the acquisi- tion of real property by public entities set forth in Section 7267 et seq. of the California Government Code, are not needed in this case to avoid litigation, to assure consistent treatment for owners, or to promote public confidence, and Seller hereby waives the application of said procedures to the acquisition of Seller's property as provided in this Agreement. 15. Condemnation It is the understanding of Seller, and Buyer has so represented, that if this voluntary sale of the Property is not effectuated, then Buyer, having the power of eminent domain, will initiate the required proceeding to condemn said Property. This acquisition is being made under threat of condemnation by Agency. 16. Entire Agreement; Successors in Interest This Agreement is executed in three (3) duplicate originals each of which is deemed to be an original. This Agreement constitutes the entire understanding and agreement of the Buyer and the Seller with respect to the Property, integrates all of the terms and conditions mentioned herein or incidental hereto, and super- cedes all negotiations or previous agreements of the Buyer and the Seller with respect to the Property. Neither the Buyer nor the Seller relies upon any war- ranty or representation not contained in this Agreement. Seller shall not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of the Agency. The terms, condito'1ns, covenants and agreements set forth in this document shall apply to and shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, assigns, and successors in interest of the parties. 17. Assignment Right The Buyer reserves the right to assign this Agreement and all rights, interest and liabilities therein, to a party of its choice. 18. Buyer acknowledges that Seller is represented by Baldwin Realty Register, Monrovia, California (John Pavlik, Realtor Associate, Agent). Seller shall pay all commissions. 19. Seller has ninety (90) days from date of close of escrow to vacate the Property. 20. This Agreement, when executed by the Buyer and delivered to the Seller, must be authorized, executed and delivered by the Seller within five (5) days after the date of signature by the Buyer or this Agreement may be terminated by the Buyer on written notice to the Seller. The date of this Agreement shall be the date when the Agreement shall have been signed by the Seller. -~ Attached to option and agreement to } . J --~ . > . ! STATE OF CALIFORNIA COUNTY OF Los Ange 1 p~ On January 4, lqA? State, personally appeared acquire real property between Arcadia Redevelopment Agency & 55. Jermann Rprt he F before me, the undersigned, a Notary Public in and (or said .1erl!lann and Oevirl r. .]prme""_ - - - - - - - - - - - - - - - - - - . z . . . ~ ~-~ i t to be the perso8 _ whose name c; ~ re sub!lcrihed 10 the within instrument and acknowledged that thpy executed the same. WITNESS my hand and official .!lcal. Slgnatu,. 1 L . ~ ' ~ -/l~ ,u, Na~yped or P nled) , known to me OFFICIAL SEAL PATTY A, MULLEN NOTARY PUBLlC.CALlFORNIA PIlINCIPAL OFFICE IN LOS ANGELES COUNTY "', "...' 85 My Commission Expires Jan. 18, 19 (Thll area fir oflleial notarial leal) IN WITNESSS WHEREOF, the parties have executed this Agreement as of the date set opposite their signatures. The date of this Agreement shall be the date on which the Buyer shall have signed this Agreement. Dated: Dated: Da ted: Da ted: Dated: Attest: flC4-/. --I ~ 19 cfA J/; IV. if- I C; J=.2.... /;?kl#/ . Deputy (Notary Acknowledgement) '1 ( ~ '. "SELLER" "BUYER" Arcadia Redev lopment Agency By: Approved as to Form: ia Redevelopment -9- EXHIBIT "A" Legal Description The south 124 feet of the north 300 feet of Lot 9 of Tract No. 5205, in the City of Arcadia, County of Los Angeles, State of California, as per Map recorded in Book 54, Page 61 of Maps, in the office of the County Recorder of said County. Except the west 65 feet thereof. EXHIBIT "B" Fixtures and Equipment None listed or claimed. ,',' EXHIBIT "C" Tenant's Fixtures and Equipment None listed or claimed.