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HomeMy WebLinkAboutARA D-157IIIIIIIIIiII IIIIII I VIII III IIIIII III I II II LEAD S H E E T RECORDEDIFILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 1:01 PM NOV 13 2000 SPACE ABOVE THIS LINE FOR RECORDERS USE • TITLE(S) ~` i r FEE ' FRET Z ~ CODE - _ -~ 20 _ r CODE , ~ 19 ~ CODE ~ ~ 9 -- . _ _ Od '1~'7~0~ ~~~~ ~:- ~<~<<- _ _. ~. _ - Assessor's Identification Number (AIN) To Be Completed By Examirer OR Title Company In Black Ink THIS FORM IS NOT TO BE DUPLICATED D.T.T. S.~ , -~ ~ Number of Parcels Shown __ E~-~ .. -~--- .O I VJ U l ~. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The Arcadia Redevelopment Agency 240 West Huntington Drive Arcadia, CA 91006-6021 Attn: Executive Director MAIL TAX STATEMENTS TO: Waken Development, LLC 150 N. Santa Anita Avenue Suite 645 Arcadia,.CA 91006 ~: ~d:1`7`71012 Exempt from Recording Fee per Govenunent Code 627383 / O/ ;n // ~ ^ q// -~ (Space above for Recorder's Use) GRANT DEED CONTAINING COVENANTS AND RESTRICTIONS AFFECTING CERTAIN PROPERTY CONVEYED For valuable consideration, receipt of which is hereby acknowledged, THE ARCADIA REDEVELOPMENT AGENCY, a California public agency, herein called "Grantor," acting to carry out the Redevelopment Plan for the Redevelopment Agency of the City ofArcadia's ("Agency")Central Project Area Redevelopment Project Area ("Project Area") (which plan is hereinafter referred to as the "Redevelopment Plan") under the Community Redevelopment Law of California, hereby grants to: Waken Development, LLC, a California limited liability company as "Grantee," the real property (hereinafter referred to as the "Property"), described on the attached Exhibit A. 1. The Property is conveyed subject to the Redevelopment Plan and pursuant to a Disposition and Development Agreement (the "Agreement") entered into by and between Grantor, and the Grantee dated June 6, 2000, which Agreement is incorporated herein by reference. The Agreement is a public record and a copy of the Agreement is available for public inspection and copying at the offrce of the Grantor, 240 West Huntington Drive, Arcadia, California 91006-6021.. The Property is conveyed further subject to all easements, rights-of--way, covenants, conditions, restrictions, reservations and all other matters of record. All initial capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Agreement. c RVPUH\KKR\574984 :, 3 oo ~17noi2~ 2. The Grantee covenants and agrees for itself its assigns and all voluntary and involuntary successors in interest to the Property or any part thereof, that, during all times that the Grantor is permitted to receive property tax increments from the Project Area pursuant to California Health and Safety Code Section 33670 (as that statute may be substituted or amended), the Property or any portion thereof may not be used, transferred, conveyed, assigned, leased or lease-backed for any use that is partially or wholly exempt from the payment of real property taxes or which would cause the exemption of all or any portion of such real property taxes. The covenants set forth in Section 2 and Section 5 touch and concern the Property, and every part thereof, and constitute covenants running with the Property and every part thereof. These covenants may be enforced by the Grantor or the City (as an intended third party beneficiary), regardless of whether the Grantor or the City currently or continue to own an interest in any property within the Project Area. The Grantee irrevocably stipulates and agrees that breach of any of the covenants set forth in Section 2 or Section 5 will result in great and irceparable damage to the Grantor and the City, will violate the public policy and the purposes of the C1tL, and will result in damages to the Grantor and the City which are either impracticable or extremely difficult to quantify. Accordingly, upon the breach of any covenant set forth in Section 2 or Section 5, the Grantor may institute an action for injunctive relief and/or for damages attributable to such breach. The covenants set forth in Section 2 and Section 5 constitute obligations of the owner of the Property or any portion thereof 3. Except as provided in the Agreement, the Grantee shall not, except as permitted by the Agreement, sell, transfer, convey, assign or lease the whole or any part of the Property or Development without the prior written approval of the Grantor. 4. This Section 4 reserves to the Grantor a power oftermination in the Property, as such powers as described in California Civil Code section 885.010, et sec . The Grantor, upon thirty (30) days' written notice to the Grantee, have the right, at its option and due to any cause set forth in this Section 4, and without compensation whatsoever to the Grantee, to terminate the estate in the Property granted to the Grantee hereunder and take possession of all or any portion of the Property and all improvements thereon, and to revest in the Grantor the estate conveyed to the Grantee here- under and to vest title to all improvements constructed thereon, if after conveyance of the Property to Grantee, the Grantee (or its successors in interest) shall: (i) Subject to force majeure delays as allowed by Section 6.4 of the Agreement, not to exceed in any event twelve (12) months in the aggregat@, fail to obtain a Certificate of Completion for the Development by June 30, 2001; or (ii) Abandon or substantially suspend, or allow the abandonment or substantial suspension, of construction of all or any portion ofthe Development for thirty (30) days after written notice of such abandonment or suspension from the Grantor; or R~'PUBWCR\574984 _ 1 _ ,' 1'~"l1~~2 (iii) Assign or attempt to assign the Agreement, or any rights or obligations herein, or transfer, or suffer any involuntary transfer, of the Property or any part thereof, in violation of the Agreement, and such violation shall not have been cured within thirty (30) days after of written notice thereof from the Grantor: or (iv) Fail to cure within thirty (30) days after occurrence any default with respect to any financing secured by a deed of trust, mortgage or other security interest in the Property or any portion thereof. The thirty (30) day written notice specified in this Section 4 shall specify that the Grantor proposes to take action pursuant to this Section 4 and shall specify which ofthe Grantee's obligations set forth in subsections (i) through (iv) have been breached. The Grantor may proceed with the remedy set forth herein only if the Grantee does not cure such default within thirty (30) days following such notice. The Agency's power of termination shall automatically expire upon the earlier of the issuance of the Certificate of Completion or the accrual of the Developer's right to receive the Certificate of Completion. 4.1 The right ofthe Grantor to reenter, repossess, terminate, vest and revest shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit any mortgage, deed oftrust or other security interest required for any reasonable method of financing the construction of improvements on the Property and any other expenditures necessary to appropriately develop the Property under the Agreement (provided that the Grantor has consented to such financing pursuant to Section 4.14 of the Agreement) or any rights or interests provided in the Agreement for the protection of the holders of any such mortgage, deed of trust or other security interest. Any grant deed to the Property or any portion thereof conveyed or leased by the Grantee to another party. shall contain appropriate references and provisions to give effect to the Grantor's rights as set forth in this Section 4. 42 Upon the Grantor's exercise of its rights and powers as provided in this Section 4, the Grantee or its successors shall convey by grant deed to the Grantor title to the Property and all improvements thereon in accordance with Civil Code Section 1109, as hereafter amended or substituted. Such conveyance shall be duly acknowledged by the Grantee in a manner suitable for recordation. The Grantor may enforce its rights pursuant to this Section 4 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction. Upon the revesting in the Grantor of title to the Property by grant deed or court decree, the Grantor shall use its reasonable good faith efforts to resell the Property at fair market value as soon and in such manner as the Grantor shall find feasible and consistent with the objectives ofthe Community Redevelopment Law and ofthe Redevelopment Plan, to a qualified and responsible party or parties (as reasonably determined by the Grantor) who will assume the Grantee's obligation xvvveucxx~s~a9ea -2- OOI7~-141~ to begin and/or complete the Development, or such other replacement project acceptable to the Grantor in its sole and absolute discretion, in accordance with this Agreement and the Redevelopment Plan. Upon such resale ofthe Property (or any portion thereof), the proceeds thereof shall be applied as follows: (i) First, to pay any and all amounts required to release/reconvey any mortgage, deed of trust, or other encumbrance required for any reasonable method of financing the acquisition of the Property or the construction of the Development, provided that such financing was approved by the Grantor pursuant to Section 4.14 of the Agreement; and (ii) Second, to reimburse the Grantor on its own behalf or on behalf of the City for all actual internal and third party costs and expenses previously or currently incurred by the Grantor and the City related to the Property or the Development, including, but not limited to, customary and reasonable fees or salaries to third party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Grantor with respect to the Property or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Grantee or the Grantor or the City with respect to the making or completion of the Development or any part thereof upon the Property; and amounts otherwise owing to the Grantor by the Grantee or its successors in interest to the Property or any part thereof pursuant to the terms hereof; and (iii) Third, to the extent that any and all funds which are proceeds from such resale and thereafter available, taking into account any prior encumbrances with a claim thereto, to reimburse the Grantee, or its successors in interest to the Property or any part thereof, equal to the sum of (]) a portion ofthe Property Purchase Price which was paid to the Grantor; and (2) the third party costs actually incurred and paid by the Grantee for the development ofthe Property, including, but not limited to, costs ofcarry, taxes, and other items as set forth in the Grantee's cost statement, which shall be subject to the Grantor's reasonable approval; provided, however, that the Grantee shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans or other encumbrances which are paid by the Grantor pursuant to the provisions of subsections (i) or (ii) above, or which related to liens or other encumbrances which are paid by the Grantor pursuant to subsection (i) or (ii) above. Any portion ofthe resale proceeds remaining after the foregoing applications shall be retained by the Grantor as its sole and its exclusive property. RVPUBVCKR1574964 _3 _ 00 °1'7'i3012 4.3 IMMEDIATELY FOLLOWING THE THIRTY (30) DAY PERIOD SPECIFIED ABOVE, THE GRANTOR, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF ALL OR ANY PORTION OF THE PROPERTY AND ITS IMPROVEMENTS WITHOUT PRIOR NOTICE OR COMPENSATION TO THE GRANTEE. BY ITS INITIALS BELOW, THE GRANTEE HEREBY EXPRESSLY WAIVES TO THE MA~MUM LEGAL EXTENT ANY AND ALL RIGHTS WHICH IT MAY HAVE UNDER CIVIL CODE SECTION 791 AND CODE OF CIVII, PROCEDURE SECTION 1162, AS THOSE STATUTES ARE AMENDED OR SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. GRANTEE'S INITIALS THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE GRANTOR'S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 4.3 SHALL WORK A FORFEITURE OF THE ESTATE IN THE PROPERTY CONVEYED TO THE GRANTEE HEREUNDER. THE GRANTEE HEREBY EXPRESSLY WAIVES TO THE MAXIMUM LEGAL EXTENT ANY AND ALL EQUITABLE AND LEGAL DEFENSES THAT IT MAY HAVE TO SUCH FORFEITURE, INCLUDING, BUT NOT LIMITED T0, THE DEFENSES OF CACHES, WAIVER, ESTOPPEL, SUBSTANTIAL PERFORMANCE ORCOMPENSABLEDAMAGES. THE GRANTEE FURTHEREXPRESSLY WAIVES TO THE MAXIMUM LEGAL EXTENT ALL RIGHTS AND DEFENSES THAT IT MAY HAVE UNDER CI VIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. THE GRANTEE ACKNOWLEDGES THAT THE PURCHASE PRICE OF THE PARCELS HAS BEEN ADNSTED TO REFLECT THE POSSIBILITY OF FORFEITURE HEREUNDER AND FURTHER ACKNOWLEDGES THAT IT HAS RECEIVED INDEPENDENT AND ADEQUATE CONSIDERATION FOR ITS WAIVER AND RELINQUISHMENT OF RIGHTS AND REMEDIES. GRANTEE'S INITIALS 5. The Grantee covenants by and for itself, its representatives, successors and assigns and all persons claiming under or through it (including, without limitation, all lessees), that there shall be no discrimination against or segregation of, any person or group of persons on account ofrace, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any persons claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. All deeds, leases, or contracts made relative to the Property, improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses: RVPUB\kKR\574984 -4- oo l~ioi2. ~ A. In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, mazital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." B. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon the subject to the following conditions: That. there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land herein leased." C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed oftrust or other financing or security instrument expressly permitted by the Agreement; provided, however, that~any successor of Grantee to the Property or parcels thereof shall be bound by .such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 7. All covenants contained in this Grant Deed shall run with the land and shall be binding upon the Grantee and for the benefit of the Grantor its successors and assigns and such covenants shall run in favor of the Grantor and for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner ofany land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies provided herein or otherwise available, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns. RVPUB\KKR\574984 -5- ~ 1771012. 8. The covenants contained in this Grand Deed, without regard to technical classification or designation, shall not benefit or be enforceable by any person, firm or corporation, public or private, except Grantor and its successors and assigns and the City of Arcadia. 9. In the event of any express conflict between this Grant Deed and the Agreement, the provisions of this Grant Deed shall control. 10. Grantee, its successors and assigns and' all persons claiming under or through it (including, without limitation, all lessees) hereby covenants that the Parcels conveyed in this Grant Deed is to be developed compatible with the Redevelopment Plan and which is approved by the Grantor. Grantee further covenants to commence and complete construction ofthe Development on or before the date specified in the Agreement. Should Grantee fail to commence and complete construction by such date, the Grantor may exercise the rights under the Power of Termination in Section 4 of this Deed or exercise such other remedies allowed to the Grantor by the Agreement. [Signatures on following pages] RVPUBIKKR~574984 _6_ 0o rrnoiz ~ SIGNATURE PAGE TO GRANT DEED CONTAINING COVENANTS AND RESTRICTIONS AFFECTING CERTAIN PROPERTY GRANTOR: Dated: ~~~ THE ARCADIA REDEVELOPMENT AGENCY, a California public agency ,. .1 rr /~ \~ tr l / ". ~ ` ?~~ °t` , gency Seci'eta ~""~. ,' , . ' '"' : ' r x "` ... APPROVED AS TO LEGAL FORM By: 1---~=~ William Kelly Executive Director RVPUB\KKR\574984 'T 00.1'71®12 In .................. STATE OF CALIFORNIA ) CAPA ) ^ Indiv ^ Corps COUNTY OF r /14pIPA ) oeee (/ ^ Pattn ^ Atto i ^ Trus On~~, 2000, before me, the undersigned ^snbs notary public, personally appeared ~,,~; 11 i am ~e~l ~ , o other 'personally known to me OR ^ proved to me on the basis sICNE of satisfactory evidence to be the persons whose name'( NAME is7a~e subscribed to the within instrument and acknowledged to me that he/site/t1~ey executed the same in his/t1~r/their authorized capacity(i~s), and that by his/hl~,r/tlt~ir signature(>3J on the instrument the person, or the entity upon behalf of which the person( acted, executed the instrument. WITNESS my hand and official seal. 1 Y l R~n1~A ~~MOn~" GI.N~J Signature of Notary Public i unnRirusu,~oniuN Commlssbn M 121 ~ ~ ~~r - canraroo tas a,0e~es col,r»y MYCamm. BQies Mby9.~i CITY CLAIMED BY SIGNER: iduaga) er(s) rney-in-Fact tee(s) cribing Witness rdian/Conservator R IS REPRESENTING: OF PERSON(S) OR P.NTITY([ES) RVPIIBVCICR~574984 -9- 00 l~rrioii ~ SIGNATURE PAGE TO GRANT DEED CONTAINING COVENANTS AND RESTRICTIONS AFFECTING CERTAIN PROPERTY GRANTEE: Dated: la ~ ~ WAKEN DEVELOPMENT, LLC a California limited liability company sy: ~- Ma t W en Its: Manag RVPL'B\KKIi\574964 '8- 0o i~'71o2 h STATE OF CALIFORNIA ) COUNTY OF ~ ) On (~e,# 3D , 2000, before me, a undersigned notary public, personally appeared Y1~a`~ ~, li~ personally known to me OR ^ proved to me on the basis o satisfactory evidence to be the person(s) whose name(s) CAPACITY CLAIA~IED BY SIGNER: ^ Individual(s) ^ Corporate Officer(s) ^ Partner(s) ^ Attorney-in-Fac[ ^ Tmstee(s) - ^Subscribing Witness ^ Guardian/Conservator ^ Other SIGNER IS REPRESENTING: NAME OP PERSON(S) OR EN77TY(1&S) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behal£of whic~the person(s) acted,~cgted the instrument. my ~5--''~`E~ nEEMAN COMM~ ~I188t65 NCTAftV PUULIGCALIFUpNIA LOS ANGELES COUNTY Tres July 15, 20C2 My Commission Fxp ---+^ ~~ RVPUBUCKR\574964 ' 1 ~' OO T771~12 STATE OF CALIFORNIA COUNTY OF On , 2000, before me, the undersigned notary public, personally appeared ^ personally known to me OR ^ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public CAPACITY CLAIII7ED BY SIGNER: ^ Individual(s) ^ Corporate Officer(s) ^ Partner(s) ^ Attorney-in-Fact ^ Tms[ee(s) ^ Subscribing Witness ^ Guardian/Conservator ^ Other SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) RVPUB\KKR\574984 - -11- 00 l~~ ~ EXHIBIT A TO GRANT DEED CONTAINING COVENANTS AND RESTRICTIONS AFFECTING CERTAIN PROPERTY Legal Description of the Property [Attached behind this page] RVPUB\KKR\574964 Exhibit A i !J. 00 1'7'71412 APN 5773-006-905 THE NORTH 10 FEET OF THE EAST 100 FEET OF LOT 13; THE EAST 100 FEET OF LOT 14 AND THE SOUTH 48 FEET OF•THE-EAST 100 FEET OF LOT 15, IN BLOCK. 78, OF : - ARCADIA, INTHE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS, IN THE"OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. t. APN 5773-006-909 LOTS 1S AND 16INBLOCK 78 OF "APART OF ARCADIA, SANTA ANTPATRACT," IN THE CTTY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PERMAP- RECORDED INBOOK 15 PAGES 89 AND 90 OF MISCELLANEOUS RECORDS IN THB OFFICE OF THE COUNTY RECORDER OF SAID COUNTY: EXCEPT T1~REFROM THE SOUTHERLY 48.00 FEET OE THE EASTERLY 100:00 FEET.OF SAID LOT I5. ALSO EXCEPT TFIEREFROM THOSE PORTIONS OF SAID LOTS 15 AND 16.DESCRIBED AS FOLLOWS:. BEGINNING AT THE NORTHEAST CORNER OF SAID LOT i6; THENCE SOUTHERLY ALONG THEEASTERLYLINES OF SAID LOTS 15 AND 16 TO THENORTHERLY LINE OF . THE SOUTHERLY 48 :FEET OF -SAID LOT 15; THENCE WESTERLY ALONG SAID NORTHERLY LINE TO A LINE THAT IS PARALLEL WITTi AND DISTAI`IT 10.00 FEET WESTERLY :FROM Tf~ EASTERLY LINES OF SAID `LOTS 1S; AND 16; THEDICE NORTHERLY ALONG SAIL) PARAT:i.F.i. LINE TO THE BEGINNING OF A TANGENT CURVE CbNCAVESOUTHWESTERLY AND HAVING ARADNS OF 15.00 FEET AND TT'S WESTERLYTEIiNIINUS BEING TANGENT TO THE;NQRTLY LINE OF SAID LOT I6; THENCENOR'I~iVJESTERLYALONGSAID CURVETO THEPOINT OB TANGENCY WITH THENORTHERLYLIN,E OFSAID LOT 16; THENCEEASTERLYALONGTHENORTHERLY. LINE OF SAID LOT 16 TO THE POIIdT OF BEGINNING.