Resolution No. 82572
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
pall
21
22
23
24
25
26
27
28
RESOLUTION NO. 8257
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON TO:
(1) CONVEY REAL ESTATE LOCATED AT 3375 E. SLAUSON
AVENUE; AND (2) TERMINATE REDEVELOPMENT REVOLVING
FUND LOAN NO. 6
WHEREAS, the City of Vernon ("City") is a charter city; and
WHEREAS, City may under its general powers, as set forth in
its charter, undertake all actions with respect to municipal affairs,
without limitation, which may lawfully be taken; and
WHEREAS, City may also take any actions necessary for the
benefit of the public health and safety; and
WHEREAS, City may purchase property for its corporate
purposes or in its proprietary capacity; and
WHEREAS, the. Redevelopment Agency of the City of Vernon
("Agency") is engaged in activities necessary or appropriate to carry
out the California Community Redevelopment Law (Health & Safety Code
Sections 33000, et seq.) within City; and
WHEREAS, on September 19, 2000, Agency adopted Resolution No.
RA-179, approving the acquisition of real property located within the
Vernon Industrial Project Area consisting of approximately 77,537
square feet/1.780 acres located at 3375 E. Slauson (the "Property");
and
WHEREAS, Agency had determined that the Property was
desirable and necessary for the elimination of blight and redevelopment
purposes; and
WHEREAS, Agency purchased the Property in September of 2000
IM
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Ilfor the purchase price of $853,000.00; and
WHEREAS, on August 8, 2000, City adopted Resolution No. 7593,
approving Redevelopment Revolving Fund Loan No. 6 By and Between the
City of Vernon, California and the Redevelopment Agency of the City of
Vernon (the "Redevelopment Revolving Fund Loan No. 6") to enable Agency
to acquire the Property; and
WHEREAS, Agency's determination regarding the use of the
Property and its need for the elimination of blight has not changed;
and
WHEREAS, Health and Safety Code Section 33344 allows an
agency's redevelopment plan to have a city undertake and complete any
proceedings necessary to carry out the project; and
WHEREAS, City desires to build a business development center
on the Property that will assist businesses to locate in City and
provide fiber optic service to existing businesses in City; and
WHEREAS, such a business development center will benefit
City by eliminating blight,; and
WHEREAS, Agency wishes to sell the Property to City on
negotiated terms, which the City Council has determined to be fair and
reasonable; and
WHEREAS, Section 4 of Redevelopment Revolving Fund Loan No. 6
provides that Agency will repay the loan of $880,000.00 to City; and
WHEREAS, Section 3 of Redevelopment Revolving Fund Loan No. 6
provides that the loan amount to Agency shall bear interest at a rate
of interest of five percent (5%) per annum; and
WHEREAS, Agency has not repaid any amount on the loan secured
from City to purchase the Property; and
WHEREAS, the Property is currently a vacant lot and,
- 2 -
x
1
2
3
4
5
6
7
M
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11therefore, there are no clearance costs, relocation costs or
improvement costs associated with its sale; and
WHEREAS, Agency wishes to satisfy its obligation to City by
conveying the Property to the City in exchange for a cancellation of
its obligation pursuant to Redevelopment Revolving Fund Loan No. 6, to
repay City the loan amount of $853,000.00, plus interest; and
WHEREAS, Health and Safety Code Section 33436 provides that
the following provisions shall be included in all deeds and contracts
that an agency proposes to enter into with respect to the sale of any
land in a redevelopment project and shall obligate the contracting
party or parties and any subcontracting party or parties, or other
transferees under the instrument:
The grantee herein covenants by and for himself or
herself, his or her 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, marital status,
national origin, or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure, or
enjoyment of the premises herein conveyed, nor
shall the grantee or any person claiming under or
through him or her, 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
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
premises herein conveyed. The foregoing covenants
shall run with the land.
and
WHEREAS, Health and Safety Code Section.33437 indicates that
an agency shall obligate purchasers of property acquired in a
redevelopment project to:
(a) Use the property for the purpose designated in the
redevelopment plans.
(b) Begin the redevelopment of the project area within a
period of time that the agency fixes as reasonable.
(c) Comply with the covenants, conditions, or restrictions
that the agency deems necessary to prevent speculation or excess
profittaking in undeveloped land, including right of reverter to the
agency. Covenants, conditions, and restrictions imposed by an agency
may provide for the reasonable protection of lenders.
(d) Comply with other conditions which the agency deems
necessary to carry out the purposes of this part; and
WHEREAS, City may re -convey the Property to Agency for
redevelopment if at some future point in time City should determine
that the public interest would be better served by such action.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council hereby approves and authorizes
the acquisition of the Property and approves the Agreement to: (1)
Convey Real Estate Located at 3375 E. Slauson Avenue; and (2)
- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Terminate Redevelopment Revolving Fund Loan No. 6, a copy of which is
attached hereto as Exhibit "A" and made a part hereof.
SECTION 3: The City Council hereby authorizes the Mayor and
the City Clerk to execute said Agreement for, and on behalf of City,
and to execute and carry into effect all other documents such as a
certificate of acceptance, preliminary change of ownership report or
any other document.as shall be required to complete the acquisition of
the Property consistent with the terms of said Agreement approved
herein.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and thereafter
the same shall be in full force and effect.
APPROVED AND ADOPTED this 6th day of August, 2003.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALIBURG, M yor
- 5 -
1
2
3
4
5
6
7'
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8257, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, August 6,
2003, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 6 -
EXHIBIT
0
il
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND THE REDEVELOPMENT AGENCY OF THE CITY OF
VERNON TO: (1) CONVEY REAL ESTATE LOCATED
AT 3375 E. SLAUSON AVENUE; AND (2)
TERMINATE REDEVELOPMENT REVOLVING FUND LOAN
NO. 6
THIS AGREEMENT TO CONVEY REAL ESTATE (hereinafter referred to
as the "Agreement") is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the
original hereof for all purposes, as of this 6th day of August, 2003
BY AND BETWEEN
Im
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a public body,
corporate and politic,
(hereinafter referred to as
"Agency")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
THE CITY OF VERNON, a municipal
corporation, (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
RECITALS
WHEREAS, City has established the Redevelopment Revolving
IFund pursuant to the provisions of Health and Safety Code Section
33620, et seq.; and
WHEREAS, on April 8, 2000, City and Agency entered into
Redevelopment Revolving Fund Loan No. 6 in order to enable Agency to
proceed with the acquisition of that certain building and real
property consisting of approximately 77,537 square feet/1.780 acres
located at 3375 E. Slauson in City of Vernon, County of Los Angeles,
State of California (hereinafter "Property"); and
WHEREAS, on August 8, 2000, City and Agency entered into a
1
a
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
W:l
new Redevelopment Revolving Fund Loan No. 6 that superseded and
terminated the Redevelopment Revolving Fund Loan No. 6 entered into on
April 18, 2000, and that established the terms for a loan of Eight
Hundred Eighty Thousand Dollars ($880,000.00) to Agency for the
purchase of the Property; and
WHEREAS, the funds necessary to acquire the Property were not
otherwise available to Agency; and
WHEREAS, City desires to build a business development center
on the Property that will assist businesses in locating in or
relocating to the City; and
WHEREAS, such a business development center will benefit City
by eliminating blight; and
WHEREAS, Section 4 of Redevelopment Revolving Fund Loan No. 6
provides that Agency will repay the loan of $880,000.00 to City; and
WHEREAS, Section 3 of Redevelopment Revolving Fund Loan No. 6
provides that the loan amount to Agency shall bear interest at a rate
of interest of five percent (5%) per annum; and -
WHEREAS, Section 9 of the Redevelopment Loan Fund No. 6,
provides that the agreement:
". . .shall be effective for a duration not to exceed
the time as necessary to repay fully the CITY the
principal amount of the advances from the Redevelopment
Revolving Fund for the acquisition of the Property,
together with interest thereon as evidenced by this
Agreement but in no event shall such repayment
obligation extend for a duration of time in excess of
that provided in any applicable redevelopment plan, as
now constituted or as the same may hereafter be
2 -
1
2
3
4
5
6
7
8
9
item
11
12
13
14
15
16
17
1tm
k&sl
20
21
22
23
24
25
26
27
P.t:7
amended"; and
WHEREAS, Agency has not repaid any portion of the loan for
the purchase of the Property from City and wishes to satisfy its
obligation by conveying the Property to City in exchange for a
cancellation of its debt; and
WHEREAS, in consideration for Agency's conveyance of the
Property, City has agreed to terminate Agency's obligation pursuant to
Redevelopment Revolving Fund Loan No. 6 to repay the loan amount of
$880,000.00, plus interest; and
WHEREAS, Agency and City have determined that this
arrangement is fair and in the best interests of the health, safety
�jand welfare of their constituents.
NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. PROPERTY. Agency agrees to transfer and convey to
City, and City agrees to accept such conveyance from Agency, upon the
terms, provisions and conditions set forth herein, that certain tract,
lot or parcel of real property situated in the City of Vernon, Los
Angeles County, commonly known as 3375 East Slauson Avenue, Vernon,
California 90023, and described in Exhibit "A" attached hereto and
bearing the County Recorders No. 00-1654000 and incorporated herein by
reference, consisting of approximately 77,537 square feet of land, more
or less, and all building improvements, appurtenant easements, rights,
privileges, hereditaments, appurtenances, fixtures.and articles of
personal property attached and appurtenant thereto owned by or in favor
of Seller as of the Closing Date (defined below) (collectively, the
"Property").
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
ME
20
21
22
23
24
25
26 i
27
28
2. TERMINATION OF REDEVELOPMENT REVOLVING FUND LOAN NO 6.
Redevelopment Revolving Fund Loan No. 6 By and Between the City of
Vernon, California and the Redevelopment Agency of the City of Vernon,
entered into on August 8, 2000, will be terminated and all obligations
set forth therein on behalf of City and Agency, are to be extinguished
at the time of Closing.
3. CONVEYANCE OF TITLE. Agency agrees to convey by Grant
Deed to City marketable fee simple title to the Property free and clear
of all recorded and unrecorded liens, encumbrances, assessments,
leasements, leases and taxes, EXCEPT:
(a) Real property taxes, assessments, interest and
penalties incurred or that become due after the Closing.
(b) Quasi -public utility, public alley, public street
easements and public rights -of -way of record.
4. AGENCY'S COVENANTS, WARRANTIES AND REPRESENTATIONS.
Agency covenants, warrants and represents to City the following:
(a) Agency has good, marketable and indefeasible fee
simple title to the Property, free and clear of all liens, conditions,
exceptions or reservations, except those specifically approved by City
(pursuant to this Agreement.
(b) There are no adverse or other parties in
possession of the Property, or of any part thereof, except Agency. No
other party has been granted any license, lease or other right relating
to the use or possession of the Property or any part thereof.
(c) No facts or conditions exist that would result in
the termination of the current access from the Property to any
currently existing highways and roads adjoining or situated on the
Property, or to any existing sewer or other utility facilities
- 4 -
7
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Iservicing, adjoining or situated on the Property.
(d) There is no pending or threatened litigation or
governmental action that would adversely affect the value of the
Property to City or the right of City to acquire the Property that is
known to Agency and that Agency has not disclosed to City.
(e) There are no facts material to the use and
development of the Property, that are known to Agency and that Agency
has not disclosed to City.
(f) From and after the date of this Agreement, Agency
shall keep the Property free and clear of all easements, liens or
lencumbrances.
(g) Agency has fully disclosed to City the extent to
which the Property has been used for the generation, storage or
disposal of Hazardous Substances (defined as any substance whose nature
and/or quantity of existence, use, manufacture, disposal or effect,
render it subject to Federal, state or local regulation, investigation,
remediation or removal as potentially injurious to public health or
welfare). Agency has disclosed to City (or will disclose prior to the
Closing) the existence of any and all underground tanks contained in
the Property.
5. CITY'S COVENANTS AND REPRESENTATIONS. City makes the
following representations and covenants:
(a) City herein covenants by and for itself, its
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, marital status, national origin, or
ancestry in the sale, lease, sublease, transfer, use, occupancy,
- 5 -
1
2
3
4
5
6
7
8
9
10
11
12
1.3
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
tenure, or enjoyment of the premises herein conveyed, nor shall City or
any person 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 or occupancy of tenants,
lessees, subtenants, sublessees, or vendees in the premises herein
conveyed. The foregoing covenants shall run with the land.
(b) City shall use the Property only for the purposes
set forth in Agency's Redevelopment Plan; and
(c) City shall begin development of the Property
within one year from the date of the Closing.
6. CONDITIONS PRECEDENT.
(a) The obligation of City under this Agreement is
subject to the fulfillment or waiver by City of the following:
(i) Delivery of the properly executed Grant
Deed;
(ii) Delivery of an affidavit or certification
that Agency is not a "foreign person"; and
(iii) City shall not have disapproved of the
status of title to the Property;
(b) The obligation of Agency under this Agreement is
subject to the fulfillment or waiver by Agency of the following:
(i) Execution of this Agreement by City and
receipt of City's share of closing costs; and
(ii) Delivery of an affidavit or certificate
that City is not a "foreign person."
7. ENVIRONMENTAL CONDITIONS.
(a) Definitions.
(i) The term "Hazardous Substance" means any
- 6 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
substance whose nature and/or quantity of existence, use, manufacture,
disposal or effect, render it subject to federal, state or local
regulation, investigation, remediation or removal as potentially
injurious to public health or welfare.
(ii) The term "Hazardous Substance Condition"
shall mean the presence of any Hazardous Substance on, in or adjacent
to the Property (including soil and subsurface areas) or in any
groundwater within or adjacent to the Property. It shall also include
the presence of any underground storage tank.
(b) Agency's Site Assessment. Agency shall disclose
to City all site assessment and remediation efforts currently in
progress or presently contemplated with respect to any Hazardous
Substance that has been deposited, stored or released on the Property,
and shall make available to City all reports in Agency's possession
concerning any Hazardous Substance Condition in, on, under or about the
Property ("Agency's Environmental Reports").
(c) City's Assessment. City may in its sole
discretion conduct an environmental transfer assessment of the.Property!
prior to the Closing Date (the "City's Assessment"). If City elects to
undertake an environmental transfer assessment, Agency shall permit
City, its representatives and consultants, to enter upon any and all of
the Property at all reasonable times prior to the Closing Date for
purposes of inspection, testing, taking samples and soil borings,
and/or conducting groundwater studies and such other investigations as
City shall deem appropriate, in order to complete City's Assessment.
8. EFFECT OF AGREEMENT ON AGENCY'S LIABILITY. Agency
acknowledges and agrees that nothing in this Agreement is intended to
relieve Agency of any legal responsibility it may have for any
- 7 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Hazardous Substance Conditions on the Property. City acknowledges and
agrees that nothing in this Agreement is intended to expand such legal
responsibility of Agency beyond any liability that may arise under
applicable law.
9. WAIVER OF BREACH. The waiver by either party of any
condition or breach by the other party of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of any
other condition of any subsequent breach of the same or any other term,
covenant, or condition herein contained.
10. CLOSING.
(a) Date and Location. The conveyance transaction
contemplated by this Agreement shall close (the "Closing") not later
than October 15, 2003, or on such other date as the parties may
otherwise mutually agree (the "Closing Date"). City and Agency may
mutually agree to extend the Closing Date to allow City or Agency to
comply with the terms and conditions set forth herein. Closing shall
be held at the Vernon City Hall in Vernon, California.
Ishall:
(b) Agency's Obligations. At the Closing, Agency
(i) Deliver to City a duly executed and
acknowledged Grant Deed conveying the Property to City; and
(ii) Deliver to City possession of the Property.
(c) City's Obligations. At the Closing, City shall:
(i) Cancel Agency's debt to City and terminate
Redevelopment Revolving Fund Loan No. 6.
(d) Tax Obligations.
(i) Agency shall pay for any unpaid taxes,
penalties, costs, liens, assessments and/or fees and any interest
- 8 -
1
2
0
4
5
6
7
M.
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
thereon and for any delinquent or non -delinquent assessments or bonds
against the Property.
(ii) All taxes or assessments imposed after.the
Closing Date shall be cleared and paid by City.
(e) Costs. Except to the extent specifically
allocated in this Agreement, City shall pay all costs associated with
the Closing. Each party shall be responsible for its own legal,
accountant or other professional,fees, if any.
11. NOTICES. All notices, demands and requests and other
communications required or permitted hereunder shall be in writing, and
shall be deemed to be delivered, when received, if delivered
personally, by private messenger, courier service (e.g., Federal
Express, a commercial messenger service or any similar means of
delivery), or facsimile transmission, or whether actually received or
not two (2) business days following actual deposit in a regularly
maintained receptacle for the United States Mail, registered or
certified, return receipt requested, postage prepaid, addressed to the
parties at the addresses herein -above set forth or such other address
as either party may furnish in writing.
12. HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not be deemed to be a part of
this Agreement or to affect the meaning or interpretation of this
jAgreement.
13. MERGER. All understandings and agreements heretofore
had between the parties regarding this property, oral or written, are
merged into this Agreement, which alone fully and completely expresses
their understanding.
14. MODIFICATION. This Agreement shall not be modified or
- 9 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
amended except by a written instrument duly executed by the parties
hereto.
15. BINDING EFFECT AND ASSIGNABILITY. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto,
and their successors and assigns. Neither party shall assign this
Agreement without the prior written consent of the other, provided,
however, that Agency may not unreasonably withhold or delay its consent
of a proposed assignment from City to a third party ready, willing and
able to assume City's obligations. Any attempted assignment without
such prior written consent shall be void; provided Agency's failure to
notify City of disapproval within ten (10) business days after it
receives notice of the assignment shall be considered approval. Any
assignment by City to a third party shall not terminate City's
liability thereon.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth in the Agreement shall be
continuing and shall survive the closing.
17. GOVERNING LAW. This Agreement shall be construed and
governed in accordance with the laws of the State of California.
18. PROHIBITION AGAINST RECORDING. Neither City nor Agency
shall cause this Agreement, nor any part or memorandum thereof, to be
placed or filed of record.
19. MODIFIED TIME OF THE ESSENCE. If full performance of
this Agreement is not completed by the Closing Date, either party shall
have the right thereafter to declare time to be of the essence of this
Agreement by giving written notice thereof to the other party. Such
notice shall contain,a declaration that time is of the essence and
shall fix the time, place and date of final settlement, which date may
- 10 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
not be sooner than thirty (30) days following the effective date of
such notice.
20. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed by their respective
officers, duly authorized, as of this date, month and year first above
written.
REDEVELOPMENT AGENCY OF CITY OF VERNON
THE CITY OF VERNON
By:
LEONIS C. MALBURG, Chairman
ATTEST:
By:
BRUCE V. MALKENHORST
Secretary
APPROVED AS TO FORM:
By:
EDUARDO OLIVO, Legal Counse
am
LEONIS C. MALBURG, Mayor
ATTEST:
By:
BRUCE V. MALKENHORST, City
Clerk
APPROVED AS TO FORM
By:
EDUARDO OLIVO, City Attorney
El XRIBIT A
' EXHhui7�"A.",
"LEGAL DESCRIPTION"
THAT PORTION OF THE RANCHO SAN ANTONIO IN THE CITY OF VERNON,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING A PART OF THE
HOLDINGS OF THE INDUSTRIAL CENTRE CORPORATION, AS PER DEED
RECORDED IN BOOK 67441 PAGE 36 OF DEEDS, RECORDS OF LOS ANGELES
COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SOUTH 89. 57' 01" EAST NINE HUNDRED -TWELVE
AND FIFTEEN HUNDREDTHS FEET (912.15) FROM THE SOUTHEAST CORNER -OF
THE LAND CONVEYED TO SYLVESTER L. WEAVER, AS PER DEED RECORDED IN
BOOK 753, PAGE 18 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT
BEING ON A NORTHERLY LINE OF SLAUSON AVENUE PRODUCED EASTERLY;
THENCE NORTH 1- 07' 43" WEST SIX HUNDRED THIRTY-THREE AND
SIXTY-FOUR HUNDREDTHS (633.64) FEET, THENCE 'NORTHWESTERLY ON A
TANGENT CURVE CONCAVE TO THE SOUTHWEST$ WITH A RADIUS OF TWO
HUNDRED SEVENTY-SEVEN AND NINE HUNDRED THIRTY-NINE THOUSANDTHS
FEET (277.939) FEET AND A CENTRAL ANGLE OF 690 48' 56 "THREE
HUNDRED THIRTY-EIGHT AND SIXTY-SEVEN HUNDREDTHS FEET; THENCE NORTH
700 56' 39" WEST TWENTY AND THREE HUNDRED FORTY-FOUR THOUSANDTHS
FEET, THENCE NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE
SOUTHWEST, WITH A RADIUS OF FOUR HUNDRED FIFTY-ONE AND THREE
HUNDRED EIGHTY-FOUR THOUSANDTHS FEET AND A CENTRAL ANGLE OF 80 10'
16" SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET, THENCE NORTH 100
53' 05" EAST ONE AND FIFTY HUNDREDTHS FEET TO THE SOUTHWESTERLY
RIGHT OF WAY LINE OF THE LDS ANGELES AND SALT LAKE RAILROAD,
THENCE SOUTH 792 06' 55" EAST ONE HUNDRED SIXTY; --THREE. AND
FIFTY-FOUR HUNDREDTHS FEET, ALONG THE SOUTHWESTERLY RIGHT OF WAY
LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD TO THE WEST LINE OF
THE LAND DESCRIBED IN DEED RECORDED IN BOOK 1647, PAGE 167,
OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WEST LINE OF THE
LAND DESCRIBED IN SAID DEED, SOUTH 10- 53' 05" WEST ONE AND FIFTY
HUNDREDTHS FEET; THENCE STILL ALONG SAID . WESTERLY LINE
SOUTHEASTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST WITH A
RADIUS OF FOUR. HUNDRED FIFTY ONE AND THREE HUNDRED EIGHTY-FOUR
THOUSANDTHS FEET, SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET,
THENCE SOUTH 709 56' 39" EAST TWENTY AND THREE HUNDRED FORTY-FOUR
THOUSANDTHS FEET, THENCE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE
TO THE SOUTHWEST WITH A RADIUS OF TWO HUNDRED SEVENTY-SEVEN AND
NINE HUNDRED THIRTY-NINE THOUSANDTHS FEET AND A CENTRAL ANGLE OF
690 48' 56", 338.67 FEET; THENCE SOUTH 10 07' 43" EAST 602.61 FEET
TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID LAST
MENTIONED DEED, THENCE NORTH 890 57' 01" WEST 160 FEET TO THE
POINT OF BEGINNING.
EXCEPT THAT PORTION OF SAID LAND LYING NORTHERLY OF THAT CERTAIN
SOUTHERLY LINE OF PARCEL 2 OF PARCEL MAP NO. 16858, FILED IN BOOK
177 PAGE 63 OF PARCEL MAPS OF SAID COUNTY, HAVING A BEARING OF
NORTH 890'56" 39" WEST AND A LENGTH OF 160.46 FEET.
60-04993-62
SUPPORTING
DOCUMENTS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND THE REDEVELOPMENT AGENCY OF THE CITY OF
VERNON TO: (1) CONVEY REAL ESTATE LOCATED
AT 3375 E. SLAUSON AVENUE; AND (2)
TERMINATE REDEVELOPMENT REVOLVING FUND LOAN
NO. 6
THIS AGREEMENT TO CONVEY REAL ESTATE (hereinafter referred to
as the "Agreement") is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the
original hereof for all purposes, as of this 6th day of August, 2003
BY AND BETWEEN
M
RECITALS
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a public body,
corporate and politic,
(hereinafter referred to as
"Agency")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
THE CITY OF VERNON, a municipal
corporation, (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
WHEREAS, City has established the Redevelopment Revolving
Fund pursuant to the provisions of Health and Safety Code Section
33620, et seq.; and
WHEREAS, on April 8, 2000, City and Agency entered into
Redevelopment Revolving Fund Loan No. 6 in order to enable Agency to
proceed with the acquisition of that certain building and real
property consisting of approximately 77,537 square feet/1.780 acres
located at 3375 E. Slauson in City of Vernon, County of Los Angeles,
State of California (hereinafter "Property"); and
WHEREAS, oft August 8, 2000, City and Agency entered into a
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
E1r:v
17
19
20
21
22
23
24
25
26
27
28
new Redevelopment Revolving Fund Loan No. 6 that superseded and
terminated the Redevelopment Revolving Fund Loan No. 6 entered into on
April 18, 2000, and that established the terms for a loan of Eight
Hundred Eighty Thousand Dollars ($880,000.00) to Agency for the
purchase of the Property; and
WHEREAS, the funds necessary to acquire the Property were not
otherwise available to Agency; and
WHEREAS, City desires to build a business development center
on the Property that will assist businesses in locating in or
relocating to the City; and
WHEREAS, such a business development center will benefit -City
by eliminating blight; and
WHEREAS, Section 4 of Redevelopment Revolving Fund Loan No. 6
provides that Agency will repay the loan of $880,000.00 to City; and
WHEREAS, Section 3 of Redevelopment Revolving Fund Loan No. 6
provides that the loan amount to Agency shall bear interest at a rate
of interest of five percent (5%) per annum; and
WHEREAS, Section 9 of the Redevelopment Loan Fund No. 6,
provides that the agreement:
. .shall be effective for a duration not to exceed
the time as necessary to repay fully the CITY the
principal amount of the advances from the Redevelopment
Revolving Fund for the acquisition of the Property,
together with interest thereon as evidenced by this
Agreement but in no event shall such repayment
obligation extend for a duration of time in excess of
that provided in any applicable redevelopment plan, as
now constituted or as the same may hereafter be
- 2 -
1
2
3
4
5
6
7
M.
X
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
mov
27
no
amended"; and
WHEREAS, Agency has not repaid any portion of the loan for
the purchase of the Property from City and wishes to satisfy its
obligation by conveying the Property to City in exchange for a
cancellation of its debt; and
WHEREAS, in consideration for Agency's conveyance of the
Property, City has agreed to terminate Agency's obligation pursuant to
Redevelopment Revolving Fund Loan No. 6 to repay the loan amount of
$880,000.00, plus interest; and
WHEREAS, Agency and City have determined that this
arrangement is fair and in the best interests of the health, safety
ind welfare of their constituents.
NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
SHE PARTIES HERETO AGREE AS FOLLOWS:
1. PROPERTY. Agency agrees to transfer and convey to
City, and City agrees to accept such conveyance from Agency, upon the
terms, provisions and conditions set forth herein, that certain tract,
lot or parcel of real property situated in the City of Vernon, Los
Angeles County, commonly known as 3375 East Slauson Avenue, Vernon,
California 90023, and described in Exhibit "A" attached hereto and
bearing the County Recorders No. 00-1654000 and incorporated herein by
reference, consisting of approximately 77,537 square feet of land, more
or less, and all building improvements, appurtenant easements, rights,
privileges, hereditaments, appurtenances, fixtures,and articles of
personal property attached and appurtenant thereto owned by or in favor
of Seller as of the Closing Date (defined below) (collectively, the
"Property").
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2. TERMINATION OF REDEVELOPMENT REVOLVING FUND LOAN NO. 6.
Redevelopment Revolving Fund Loan No. 6 By and Between the City of
Vernon, California and the Redevelopment Agency of the City of Vernon,
entered into on August 8, 2000, will be terminated and all obligations
set forth therein on behalf of City and Agency, are to be extinguished
at the time of Closing.
3., CONVEYANCE OF TITLE. Agency agrees to convey by Grant
Deed to City marketable fee simple title to the Property free and clear
of all recorded and unrecorded liens, encumbrances, assessments,
(leasements, leases and taxes, EXCEPT:
(a) Real property taxes, assessments, interest and
penalties incurred or that become due after the Closing.
(b) Quasi -public utility, public alley, public street
easements and public rights -of -way of record.
4. AGENCY'S COVENANTS, WARRANTIES AND REPRESENTATIONS.
Agency covenants, warrants and represents to City the following:
(a) Agency has good, marketable and indefeasible fee
simple title to the Property, free and clear of all liens, conditions,
exceptions or reservations, except those specifically approved by City
pursuant to this Agreement.
(b) There are no adverse or other parties in
possession of the Property, or of any part thereof, except Agency. No
other party has been granted any license, lease or other right relating)
to the use or possession of the Property or any part thereof.
(c) No facts or conditions exist that would result in
the termination of the current access from the Property to any
currently existing highways and roads adjoining or situated on the
Property, or to any existing sewer or other utility facilities
- 4 -
1
2
3
4
5
6
7
8
9
10,
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
servicing, adjoining or situated on the Property.
(d) There is no pending or threatened litigation or
governmental action that would adversely affect the value of the
Property to City or the right of City to acquire the Property that is
known to Agency and that Agency has not disclosed to City.
(e) There are no facts material to the use and
development of the Property, that are known to Agency and that Agency
has not disclosed to City.
(f) From and after the date of this Agreement, Agency
shall keep the Property free and clear of all easements, liens or
encumbrances.
(g) Agency has fully disclosed to City the extent to
which the Property has been used for the generation, storage or
disposal of Hazardous Substances (defined as any substance whose nature
and/or quantity of existence, use, manufacture, disposal or effect,
render it subject to Federal, state or local regulation, investigation,
remediation or removal as potentially injurious to public health or
welfare). Agency has disclosed to City (or will disclose prior to the
Closing) the existence of any and all underground tanks contained in
the Property.
5. CITY'S COVENANTS AND REPRESENTATIONS. City makes the
following representations and covenants:
(a) City herein covenants by and for itself, its
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, marital status, national origin, or
ancestry in the sale, lease, sublease, transfer, use, occupancy,
- 5 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
tenure, or enjoyment of the premises herein conveyed, nor shall City or
any person 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 or occupancy of tenants,
lessees, subtenants, sublessees, or vendees in the premises herein
conveyed. The foregoing covenants shall run with the land.
(b) City shall use the Property only for the purposes
set forth in Agency's Redevelopment Plan; and
(c) City shall begin development of the Property
within one year from the date of the Closing.
6. CONDITIONS PRECEDENT.
(a) The obligation of City under this Agreement is
subject to the fulfillment or waiver by'City of the following:
(i) Delivery of the properly executed Grant
Deed;
(ii) Delivery of an affidavit or certification
that Agency is not a "foreign person"; and
(iii) City shall not have disapproved of the
status of title to the Property;
(b) The obligation of Agency under this Agreement is
subject to the fulfillment or waiver by Agency of the following:
(i) Execution of this Agreement by City and
receipt of City's share of closing costs; and
(ii) Delivery of an affidavit or certificate
that City is not a "foreign person."
7. , ENVIRONMENTAL CONDITIONS.
(a) Definitions.
(i) The term "Hazardous Substance" means any
- 6 -
1
2
3
4
5
6
7
8
9
WIM
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
substance whose nature and/or quantity of existence, use, manufacture,
disposal or effect, render it subject to federal, state or local
regulation, investigation, remediation or removal as potentially
injurious to public health or welfare.
(ii) The term "Hazardous Substance Condition"
shall mean the presence of any Hazardous Substance on, in or adjacent
to the Property (including soil and subsurface areas) or in any
groundwater within or adjacent to the Property. It shall also include
the presence of any underground storage tank.
(b) Agency's Site Assessment. Agency shall disclose
to City all site assessment and remediation efforts currently in
progress or presently contemplated with respect to any Hazardous
Substance that has been deposited, stored or released on the Property,
and shall make available to City all reports in Agency's possession
concerning any Hazardous Substance Condition in, on, under or about the
Property ("Agency's Environmental Reports").
(c) City's Assessment. City may in its sole
discretion conduct an environmental transfer assessment of the Property
prior to the Closing Date (the "City's Assessment"). If City elects to
undertake an environmental transfer assessment, Agency shall permit
City, its representatives and consultants, to enter upon any and all of
the Property at all reasonable times prior to the Closing Date for
purposes of inspection, testing, taking samples and soil borings,
and/or conducting groundwater studies and such other investigations as
City shall deem appropriate, in order to complete City's Assessment.
8. EFFECT OF AGREEMENT ON AGENCY'S LIABILITY. Agency
acknowledges and agrees that nothing in this Agreement is intended to
relieve Agency of any legal responsibility it may have for any
- 7 -
1
2
3
4
5
6
VA
8
9
10
11
12
13
14
15
16
17
19 I
20
21
22
23
24
25
26
27
28
Hazardous Substance Conditions on the Property. City acknowledges and
agrees that nothing in this Agreement is intended to expand such legal
responsibility of Agency beyond any liability that may arise under
applicable law.
9. WAIVER OF BREACH. The waiver by either party of any
condition or breach by the other party of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of any
other condition of any subsequent breach of the same or any other term,
(covenant, or condition herein contained.
10. CLOSING.
(a) Date and Location. The conveyance transaction
contemplated by this Agreement shall close (the "Closing") not later
than October 15, 2003, or on such other date as the parties may
otherwise mutually agree (the "Closing Date"). City and Agency may
mutually agree to extend the Closing Date to allow City or Agency to
comply with the terms and conditions set forth herein. Closing shall
be held at the Vernon City Hall in Vernon, California.
(b) Agency's Obligations. At the Closing, Agency
Ishall:
(i) Deliver to City a duly executed and
acknowledged Grant Deed conveying the Property to City; and
(ii) Deliver to City possession of the Property.
(c) City's Obligations. At the Closing, City shall:
(i) Cancel Agency's debt to City and terminate
Redevelopment Revolving Fund Loan No. 6.
(d) Tax Obligations.
(i) Agency shall pay for any unpaid taxes,
penalties, costs, liens, assessments and/or fees and any interest
- 8 -
1
2
3
4
5
6
FM
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
thereon and for any delinquent or non -delinquent assessments or bonds
against the Property.
(ii) All taxes or assessments imposed after the
Closing Date shall be cleared and paid by City.
(e) Costs. Except to the extent specifically
allocated in this Agreement, City shall pay all costs associated with
the Closing. Each party shall be responsible for its own legal,
accountant or other professional fees, if any.
11. NOTICES. All notices, demands and requests and other
communications required or permitted hereunder shall be in writing, and
shall be deemed to be delivered, when received, if delivered
personally, by private messenger, courier service (e.g., Federal
Express, a commercial messenger service or any similar means of
delivery), or facsimile transmission, or whether actually received or
not two (2) business days following actual deposit in a regularly
maintained receptacle for the United States Mail, registered or
certified, return receipt requested, postage prepaid, addressed to the
parties at the addresses herein -above set forth or such other address
as either party may furnish in writing.
12. HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not be deemed to be a part of
this Agreement or to affect the meaning or interpretation of this
(Agreement.
13. MERGER. All understandings and agreements heretofore
had between the parties regarding -this property, oral or written, are
merged into this Agreement, which alone fully and completely expresses
their understanding.
14. MODIFICATION. This Agreement shall not be modified or
- 9 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
amended except by a written instrument duly executed by the parties
hereto.
15. BINDING EFFECT AND ASSIGNABILITY. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto,
and their successors and assigns. Neither party shall assign this
Agreement without the prior written consent of the other, provided,
however, that Agency may not unreasonably withhold or delay its consent
of a proposed assignment from City to a third party ready, willing and
able to assume City's obligations. Any attempted assignment without
such prior written consent shall be void; provided Agency's failure to
notify City of disapproval within ten (10) business days after it
receives notice of the assignment shall be considered approval. Any
assignment by City to a third party shall not terminate City's
liability thereon.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth in the Agreement shall be
continuing and shall survive the closing.
17. GOVERNING LAW. This Agreement shall be construed and
governed in accordance with the laws of the State of California.
18. PROHIBITION AGAINST RECORDING. Neither City nor Agency
shall cause this Agreement, nor any part or memorandum thereof, to be.
placed or filed of record.
19. MODIFIED TIME OF THE ESSENCE. If full performance of
this Agreement is not completed by the Closing Date, either party shall
have the right thereafter to declare time to be of the essence of this
Agreement by giving written notice thereof to the other party. Such
notice shall contain a declaration that time is of the essence and
shall fix the time, place and date of final settlement, which date may
- 10 -
i! .
1
2
3
4
5
6
7
8
02
10
11
12
13
14
15
11i
17
19
20
21
22
23
24
25
26
27
28
not be sooner than thirty (30) days following the effective date of
such notice.
20. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed by their respective
officers, duly authorized, as of this date, month and year first above
written.
REDEVELOPMENT AGENCY OF
THE CITY OF VERNON
By: G
EONIS C. MA BURG, Chairman
CITY OF VERNON
LEONIS C. BURG, Mayor
ATTEST: ATTEST:
By: By:
BRUCE V. MALKENHORST BRUCE V. MALKENHORST, City
Secretary Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM
BY B .
EDUARDO OLIVO, Lega ounsel ""OLIVO, Cit torney
. . EXHIBIT "°F►" _164 0
"LEGAL DESCRIPTION"
THAT PORTION OF THE RANCHO SAN ANTONIO IN THE CITY OF VERNON,
COUNTY OF _LOS ANGELES, STATE OF CALIFORNIA BEING A PART OF THE
HOLDINGS OF THE INDUSTRIAL CENTRE CORPORATIONt AS PER DEED
RECORDED IN BOOK 6744, PAGE 36 OF DEEDS, RECORDS OF LOS ANGELES
COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SOUTH 89. 57' 01" EAST NINE HUNDRED TWELVE
AND FIFTEEN HUNDREDTHS FEET (912.15) FROM THE SOUTHEAST CORNER -OF
THE LAND CONVEYED TO SYLVESTER L. WEAVER, AS PER DEED RECORDED IN
BOOK 753, PAGE 18 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT
BEING ON A NORTHERLY LINE OF SLAUSON AVENUE PRODUCED EASTERLY;
THENCE NORTH 1' 07' 43" WEST SIX HUNDRED THIRTY-THREE AND
SIXTY-FOUR HUNDREDTHS (633.64) FEET, THENCE NORTHWESTERLY ON A
TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A RADIUS OF TWO
HUNDRED SEVENTY-SEVEN AND NINE HUNDRED THIRTY-NINE THOUSANDTHS
FEET (277.939) FEET AND A CENTRAL ANGLE OF 690 48' 56" THREE
HUNDRED THIRTY-EIGHT AND SIXTY-SEVEN HUNDREDTHS FEET; THENCE NORTH
700 56' 39" WEST TWENTY AND THREE HUNDRED FORTY-FOUR THOUSANDTHS
FEET, THENCE NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE
SOUTHWEST, WITH A RADIUS OF FOUR HUNDRED FIFTY-ONE AND THREE
HUNDRED EIGHTY-FOUR THOUSANDTHS FEET AND A CENTRAL ANGLE OF 8- 10'
16" SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET, THENCE NORTH 100
531 05" EAST ONE AND FIFTY HUNDREDTHS FEET TO THE SOUTHWESTERLY
RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD,
THENCE SOUTH 790 06' 55" EAST ONE HUNDRED SIXTY; --THREE. AND
FIFTY-FOUR HUNDREDTHS FEET, ALONG THE SOUTHWESTERLY RIGHT OF WAY
LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD TO THE WEST LINE OF
THE LAND DESCRIBED IN DEED RECORDED IN BOOK 16470 PAGE 1671
OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WEST LINE OF THE
LAND DESCRIBED IN SAID DEED, SOUTH 10- 53' 05" WEST ONE AND FIFTY
HUNDREDTHS FEET; THENCE STILL ALONG SAID WESTERLY LINE
SOUTHEASTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST WITH A
RADIUS OF FOUR. HUNDRED FIFTY ONE AND THREE HUNDRED EIGHTY-FOUR
THOUSANDTHS FEET, SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET,
THENCE SOUTH 70' 56' 39" EAST TWENTY AND THREE HUNDRED FORTY-FOUR
THOUSANDTHS FEET, THENCE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE
TO THE SOUTHWEST WITH A RADIUS OF TWO HUNDRED SEVENTY-SEVEN AND
NINE HUNDRED THIRTY-NINE THOUSANDTHS FEET AND A CENTRAL ANGLE OF
690 48' 56", 338.67 FEET; THENCE SOUTH 10 07' 43" EAST 602:61 FEET
TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID LAST
MENTIONED DEED, THENCE NORTH 89- 57' 01" WEST 160 FEET TO THE
POINT OF BEGINNING.
EXCEPT THAT PORTION OF SAID LAND LYING NORTHERLY OF THAT CERTAIN
SOUTHERLY LINE OF PARCEL 2 OF PARCEL MAP NO. 16858, FILED IN BOOK
177 PAGE 63 OF PARCEL MAPS OF SAID COUNTY, HAVING A BEARING OF
NORTH 89'56' 39" WEST AND A LENGTH OF 160.46 FEET.
60-04993-62
1
2
3
4
5
6
7
8
9
10
AGREEMENT BY AND BETWEEN THE CITY OF VERNON
AND THE REDEVELOPMENT AGENCY OF THE CITY OF
VERNON TO: (1) CONVEY REAL ESTATE LOCATED
AT 3375 E. SLAUSON AVENUE; AND (2)
TERMINATE REDEVELOPMENT REVOLVING FUND LOAN
NO. 6
THIS AGREEMENT TO CONVEY REAL ESTATE (hereinafter referred to
as the "Agreement") is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the
original hereof for all purposes, as of this 6th day of August, 2003
IBY AND BETWEEN
11
12
13
14
AND
15
16
17
18
19
PAIR
21
22
23
24
25
191
27
THE REDEVELOPMENT AGENCY OF THE
CITY OF VERNON, a public body,
corporate and politic,
(hereinafter referred to as
"Agency")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
THE CITY OF VERNON, a municipal
corporation, (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
RECITALS
WHEREAS, City has established the Redevelopment Revolving
Fund pursuant to the provisions of Health and Safety Code Section
33620, et seq.; and
WHEREAS, on April 8, 2000, City and Agency entered into
Redevelopment Revolving Fund Loan No. 6 in order to enable Agency to
proceed with the acquisition of that certain building and real
property consisting of approximately 77,537 square feet/1.780 acres
located at 3375 E. Slauson in City of Vernon, County of Los Angeles,
State of California (hereinafter "Property"); and
28 11 WHEREAS, on August 8, 2000, City and Agency entered into a
1 new Redevelopment Revolving Fund Loan No. 6 that superseded and
2 terminated the Redevelopment Revolving Fund Loan No. 6 entered into on
3 April 18, 2000, and that established the terms for a loan of Eight
4 Hundred Eighty Thousand Dollars ($880,000.00) to Agency for the
5 purchase of the Property; and
6 WHEREAS, the funds necessary to acquire the Property were not
7 otherwise available to Agency; and
8 WHEREAS, City desires to build a business development center
9 on the Property that will assist businesses in locating in or
10 relocating to the City; and
11 WHEREAS, such a business development center will benefit City
12 by eliminating blight; and
13 WHEREAS, Section 4 of Redevelopment Revolving Fund Loan No. 6
14 provides that Agency will repay the loan of $880,000.00 to City; and
15 WHEREAS, Section 3 of Redevelopment Revolving Fund Loan No. 6
16 provides that the loan amount to Agency shall bear interest at a rate
17 of interest of five percent (50) per annum; and
18 WHEREAS, Section 9 of the Redevelopment Loan Fund No. 6,
19 provides that the agreement:
20 . .shall be effective for a duration not to exceed
21 the time as necessary to repay fully the CITY the
22 principal amount of the advances from the Redevelopment
23 Revolving Fund for the acquisition of the Property,
24 together with interest thereon as evidenced by this
25 Agreement but in no event shall such repayment
26 obligation extend for a duration of time in excess of
27 that provided in any applicable redevelopment plan, as
28 now constituted or as the same may hereafter be
PA
3
4
5
6
7
8
►m
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PZA
amended"; and
WHEREAS, Agency has not repaid any portion of the loan for
the purchase of the Property from City and wishes to satisfy its
obligation by conveying the Property to City in exchange for a
cancellation of its debt; and
WHEREAS, in consideration for Agency's conveyance of the
Property, City has agreed to terminate Agency's obligation pursuant to
Redevelopment Revolving Fund Loan No. 6 to repay the loan amount of
$880,000.00, plus interest; and
WHEREAS, Agency and City have determined that this
arrangement is fair and in the best interests of the health, safety
and welfare of their constituents.
NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. PROPERTY. Agency agrees to transfer and convey to
City, and City agrees to accept such conveyance from Agency, upon the
terms, provisions and conditions set forth herein, that certain tract,
lot or parcel of real property situated in the City of Vernon, Los
Angeles County, commonly known as 3375 East Slauson Avenue, Vernon,
California 90023, and described in Exhibit "A" attached hereto and
bearing the County Recorders No. 00-1654000 and incorporated herein by
reference, consisting of approximately 77,537 square feet of land, more
or less, and all building improvements, appurtenant easements, rights,
privileges, hereditaments, appurtenances, fixtures,and articles of
personal property attached and appurtenant thereto owned by or in favor
of Seller as of the Closing Date (defined below) (collectively, the
"Property").
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
wif
27
2. TERMINATION OF REDEVELOPMENT REVOLVING FUND LOAN NO 6.
Redevelopment Revolving Fund Loan No. 6 By and Between the City of
Vernon, California and the Redevelopment Agency of the City of Vernon,
entered into on August 8, 2000, will be terminated and all obligations
set forth therein on behalf of City and Agency, are to be extinguished
at the time of Closing.
3. CONVEYANCE OF TITLE. Agency agrees to convey by Grant
Deed to City marketable fee simple title to the Property free and clear
of all recorded and unrecorded liens, encumbrances, assessments,
easements, leases and taxes, EXCEPT:
(a) Real property taxes, assessments, interest and
penalties incurred or that become due after the Closing.
(b) Quasi -public utility, public alley, public street
easements and public rights -of -way of record.
4. AGENCY'S COVENANTS, WARRANTIES AND REPRESENTATIONS.
Agency covenants, warrants and represents to City the following:
(a) Agency has good, marketable and indefeasible fee
simple title to the Property, free and clear of all liens, conditions,
exceptions or reservations, except those specifically approved by City
pursuant to this Agreement.
(b) There are no adverse or other parties in
possession of the Property, or of any part thereof, except Agency. No
other party has been granted any license, lease or other right relating
to the use or possession of the Property or any part thereof.
(c) No facts or conditions exist that would result in
the termination of the current access from the Property to any
currently existing highways and roads adjoining or situated on the
Property, or to any existing sewer or other utility facilities
- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
servicing, adjoining or situated on the Property.
(d) There is no pending or threatened litigation or
governmental action that would adversely affect the value of the
Property to City or the right of City to acquire the Property that is,
known to Agency and that Agency has not disclosed to City.
(e) There are no facts material to the use and
(development of the Property, that are known to Agency and that Agency
has not disclosed to City.
(f) From and after the date of this Agreement, Agency
shall keep the Property free and clear of all easements, liens or
encumbrances.
(g) Agency has fully disclosed to City the extent to
which the Property has been used for the generation, storage or
disposal of Hazardous Substances (defined as any substance whose nature
and/or quantity of existence, use, manufacture, disposal or effect,
render it subject to Federal, state or local regulation, investigation,
remediation or removal as potentially injurious to public health or
welfare). Agency has disclosed to City (or will disclose prior to the
Closing) the existence of any and all underground tanks contained in
the Property.
5. CITY'S COVENANTS AND REPRESENTATIONS. City makes the
following representations and covenants:
(a) City herein covenants by and for itself, its
(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, marital status, national origin, or
ancestry in.the sale, lease, sublease, transfer, use, occupancy,
- 5 -
2
3
4
5
6
7
M.
9
10
11
12
13
14
15
irev
17
18
19
20
21
22
23
24
25
26
27
28
tenure, or enjoyment of the premises herein conveyed, nor shall City or
any person 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 or occupancy of tenants,
lessees, subtenants, sublessees, or vendees in the premises herein
conveyed. The foregoing covenants shall run with the land.
(b) City shall use the Property only for the purposes
set forth in Agency's Redevelopment Plan; and
(c) City shall begin development of the Property
within one year from the date of the Closing.
6. CONDITIONS PRECEDENT.
(a) The obligation of City under this Agreement is
subject to the fulfillment or waiver by City of the following:
(i) Delivery of the properly executed Grant
Deed;
(ii) Delivery of an affidavit or certification
that Agency is not a "foreign person"; and
(iii) City shall not have disapproved of the
status of title to the Property;
(b) The obligation of Agency under this Agreement is
subject to the fulfillment or waiver by Agency of the following:
(i) Execution of this Agreement by City and
receipt of City's share of closing costs; and
(ii) Delivery of an affidavit or certificate
that City is not a "foreign person."
7. ENVIRONMENTAL CONDITIONS.
(a) Definitions.
(i) The term "Hazardous Substance" means any
- 6 -
1
2
3
4
5
6
7
8
9
10
11
12
199A
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
substance whose nature and/or quantity of existence, use, manufacture,
disposal or effect, render it subject to federal, state or local
regulation, investigation, remediation or removal as potentially
injurious to public health or welfare.
(ii) The term "Hazardous Substance Condition"
(shall mean the presence of any Hazardous Substance on, in or adjacent
to the Property (including soil and subsurface areas) or in any
groundwater within or adjacent to the Property. It shall also include
the presence of any underground storage tank.
(b) Agency's Site Assessment. Agency shall disclose
to City all site assessment and remediation efforts currently in
progress or presently contemplated with respect to any Hazardous
Substance that has been deposited, stored or released on the Property,
and shall make available to City all reports in Agency's possession
concerning any Hazardous Substance Condition in, on, under or about the
Property ("Agency's Environmental Reports").
(c) City's Assessment. City may in its sole
discretion conduct an environmental transfer assessment of the Property
prior to the Closing Date (the "City's Assessment"). If City elects to
undertake an environmental transfer assessment, Agency shall permit
City, its representatives and consultants, to enter upon any and all of
the Property at all reasonable times prior to the Closing Date for
purposes of inspection, testing, taking samples and soil borings,
and/or conducting groundwater studies and such other investigations as
City shall deem appropriate, in order to complete City's Assessment.
8. EFFECT OF AGREEMENT ON AGENCY'S LIABILITY. Agency
acknowledges and agrees that nothing in this Agreement is intended to
relieve Agency of any legal responsibility it may have for any
- 7 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Hazardous Substance Conditions on the Property. City acknowledges and
agrees that nothing in this Agreement is intended to expand such legal
responsibility of Agency beyond any liability that may arise under
applicable law.
9. WAIVER OF BREACH. The waiver by either party of any
condition or breach by the other party of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of any
other condition of any subsequent breach of the same or any other term,
covenant, or condition herein contained.
10. CLOSING.
(a) Date and Location. The conveyance transaction
contemplated by this Agreement shall close (the "Closing") not later
than October 15, 2003, or on such other date as the parties may
otherwise mutually agree (the "Closing Date"). City and Agency may
mutually agree to extend the Closing Date to allow City or Agency to
comply with the terms and conditions set forth herein. Closing shall
be held at the Vernon City Hall in Vernon, California.
(b) Agency's Obligations. At the Closing, Agency
Ishall:
(i) Deliver to City a duly executed and
acknowledged Grant Deed conveying the Property to City; and
(ii) Deliver to City possession of the Property.
(c) City's Obligations. At the Closing, City shall:
(i) Cancel Agency's debt to City and terminate
Redevelopment Revolving Fund Loan No. 6.
(d) Tax Obligations.
(i) Agency shall pay for any unpaid taxes,
penalties, costs, liens, assessments and/or fees and any interest
- 8 -
1
2
3
4
5
6i
7
8!
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
thereon and for any delinquent or non -delinquent assessments or bonds
against the Property.
(ii) All taxes or assessments imposed after the
Closing Date shall be cleared and paid by City.
(e) Costs. Except to the extent specifically
allocated in this Agreement, City shall pay all costs associated with
the Closing. Each party shall be responsible for its own legal,.
accountant or other professional fees, if any.
11. NOTICES. All notices, demands and requests and other
communications required or permitted hereunder shall be in writing, and
shall be deemed to be delivered, when received, if delivered
personally, by private messenger, courier service (e.g., Federal
Express, a commercial messenger service or any similar means of
delivery), or facsimile transmission, or whether actually received or
not two (2) business days following actual deposit in a regularly
maintained receptacle for the United States Mail, registered or,
certified, return receipt requested, postage prepaid, addressed to the
parties at the addresses herein -above set forth or such other address
as either party may furnish in writing.
12. HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not be deemed.to be a part of
this Agreement or to affect the meaning or interpretation of this
Agreement.
13. MERGER. All understandings and agreements heretofore
had between the parties regarding. this property, oral or written, are.
merged into this Agreement, which alone fully and completely expresses
their understanding.
14. MODIFICATION. This Agreement shall not be modified or
- 9 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11amended except by a written instrument duly executed by the parties
Ilhereto.
15. BINDING EFFECT AND ASSIGNABILITY. This Agreement shall
11be binding upon and shall inure to the benefit of the parties hereto,
and their successors and assigns. Neither party shall assign this
Agreement without the prior written consent of the other, provided,
however, that Agency may not unreasonably withhold or delay its consent
of a proposed assignment from City to a third party ready, willing and
able to assume City's obligations. Any attempted assignment without
such prior written consent shall be void; provided Agency's failure to
notify City of disapproval within ten (10) business days after it
receives notice of the assignment shall be considered approval. Any
assignment by City to a third party shall not terminate City's
liability thereon.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth in the Agreement shall be
continuing and shall survive the closing.
17. GOVERNING LAW. This Agreement shall be construed and
governed in accordance with the laws of the State of California.
18. PROHIBITION AGAINST RECORDING.' Neither City nor Agency
shall cause this Agreement, nor any part or memorandum thereof, to be
placed or filed of record.
19. MODIFIED TIME OF THE ESSENCE. If full performance of
this Agreement is not completed by the Closing Date, either party shall
have the right thereafter to declare time to be of the essence of this
Agreement by giving written notice thereof to the other party. Such
notice shall contain a declaration that time is of the essence and
hall fix the time, place and date of final settlement, which date may
- 10 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PZl
pr-11
11not be sooner than thirty (30) days following the effective date of
Ilsuch notice.
20. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute
Ilone and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed by their respective
officers, duly authorized, as of this date, month and year first above
Iwritten.
REDEVELOPMENT AGENCY OF
THE CITY OF VERNON
By:
EONIS C. MA BURG, Chairman
CITY OF VERNON
By:
LEONIS C. LBURG, Mayor
ATTEST: ATTEST:
IL�
By: By:
BRUCE V. MALKENHORST BRUCE V. MALKENHORST, City
Secretary Clerk
APPROVED AS TO FORM:
By. cAo
EDUARDO OLIVO, Lega ounsel
APPROVED AS TO FORM
B
n, OLIVO, Cit torney
EXHIBIT A
"LEGAL DESCRIPTION"
THAT PORTION OF THE RANCHO SAN ANTONIO IN THE CITY OF VERNON,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING A PART OF THE
HOLDINGS OF THE INDUSTRIAL CENTRE CORPORATION, AS PER DEED
RECORDED IN BOOK 6744, PAGE 36 OF DEEDS, RECORDS OF LOS ANGELES
COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SOUTH 890 57' 01" EAST NINE HUNDRED TWELVE
AND FIFTEEN HUNDREDTHS FEET (912.15) FROM THE SOUTHEAST CORNER -OF
THE LAND CONVEYED TO SYLVESTER L. WEAVER, AS PER DEED RECORDED IN
BOOK 753, PAGE 18 OF OFFICIAL RECORDS OF SAID COUNTY, SAID POINT
BEING ON A NORTHERLY LINE OF SLAUSON AVENUE" PRODUCED EASTERLY;
THENCE NORTH 10 07' 43" WEST SIX HUNDRED THIRTY-THREE AND
SIXTY-FOUR HUNDREDTHS (633.64) FEET, THENCE 'NORTHWESTERLY ON A
TANGENT CURVE CONCAVE TO THE SOUTHWEST, WITH A RADIUS OF TWO
HUNDRED SEVENTY-SEVEN AND NINE HUNDRED THIRTY-NINE THOUSANDTHS
FEET (277.939) FEET AND A CENTRAL ANGLE OF 690 48' 56" THREE
HUNDRED THIRTY-EIGHT AND SIXTY-SEVEN HUNDREDTHS FEET; THENCE NORTH
700 56' 39" WEST TWENTY AND THREE HUNDRED FORTY-FOUR THOUSANDTHS
FEET, THENCE NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE
SOUTHWEST, WITH A RADIUS OF FOUR HUNDRED FIFTY-ONE AND THREE
HUNDRED EIGHTY-FOUR THOUSANDTHS FEET AND A CENTRAL ANGLE OF 8. 10'
16" SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET, THENCE NORTH 100
53' 051 EAST ONE AND FIFTY HUNDREDTHS FEET TO THE SOUTHWESTERLY
RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD,
THENCE SOUTH 79' 06' 55" FAST ONE HUNDRED SIXTY; --THREE AND
FIFTY-FOUR HUNDREDTHS FEET, ALONG THE SOUTHWESTERLY RIGHT OF WAY
LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD TO THE WEST LINE OF
THE LAND DESCRIBED IN DEED RECORDED IN BOOK 1647, PAGE 167,
OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WEST LINE OF THE
LAND DESCRIBED IN SAID DEED, SOUTH 10- 53' 05" WEST ONE AND FIFTY
HUNDREDTHS FEET; THENCE STILL ALONG SAID WESTERLY LINE
SOUTHEASTERLY ON A TANGENT CURVE CONCAVE TO THE SOUTHWEST WITH A
RADIUS OF FOUR.HUNDRED FIFTY ONE AND THREE HUNDRED EIGHTY-FOUR
THOUSANDTHS FEET, SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET,
THENCE SOUTH 709 56' 39" EAST TWENTY AND THREE HUNDRED FORTY-FOUR
THOUSANDTHS FEET, THENCE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE
TO THE SOUTHWEST WITH A RADIUS OF TWO HUNDRED SEVENTY-SEVEN AND
NINE HUNDRED THIRTY-NINE THOUSANDTHS FEET AND A CENTRAL ANGLE OF
690 48' 56"1 338.67 FEET; THENCE SOUTH 10 07' 43" EAST 602•.61 FEET
TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID LAST
MENTIONED DEED, THENCE NORTH 89• 57' 01" WEST 160 FEET TO THE
POINT OF BEGINNING.
EXCEPT THAT PORTION OF SAID LAND LYING NORTHERLY OF THAT CERTAIN
SOUTHERLY LINE OF PARCEL 2 OF PARCEL MAP NO. 168581 FILED IN BOOK
177 PAGE 63 OF PARCEL MAPS OF SAID COUNTY, HAVING A BEARING OF
NORTH 890 56' 39" WEST AND A LENGTH OF 160.46 FEET.
60-04993-62