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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.
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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:
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5008
DATE:
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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.
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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.
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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
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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,
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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.
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(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
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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-
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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.
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Attached to option and agreement
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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""_
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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 . ~
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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:
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J/; IV. if- I C; J=.2....
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Deputy
(Notary Acknowledgement)
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"SELLER"
"BUYER"
Arcadia Redev lopment Agency
By:
Approved as to Form:
ia Redevelopment
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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.