HomeMy WebLinkAboutResolution No. 2630 0
RESOLUTION NO. 263
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
APPROVING THAT CERTAIN AGREEMENT ENTITLED
"DISPOSITION AND DEVELOPMENT AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA AND ROGERS TOYOTA, INC., A CALIFORNIA
CORPORATION"
THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF
THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Board of Directors of the Redevelopment
Agency of the City of Azusa hereby finds, determines and declares
that:
A. The Agency staff and Rogers Toyota, Inc.,
have negotiated a proposed Disposition and
Development Agreement for the acquisition and
sale of certain property in the Central Business
District Redevelopment Project Area which
agreement conditions the sale of said property
upon its redevelopment and such other matters
as are required by the Community Redevelopment
Law.
B. The Agency and the City Council held a
duly -noticed joint public hearing on said sale
and approval of the disposition and development
agreement pursuant to the requirements of
Health & Safety Code Section 33433 and other
applicable law.
C. Concurrently with the first publication of
the notice of said joint public hearing, the
Agency and the City made available to the
public a report on the proposed sale of the
property and the terms of the agreement, which
report was duly prepared and made available
to the public in accordance with the requirements
of Health & Safety Code Section 33433 and other
applicable law.
D. Although the sale price of the property
may be less than the Agency expenditures in
acquiring and approving it as more particularly
set forth in the report described in subpara-
graph C, the Board of Directors of the Agency
and the City Council specifically find in
accordance with the authority of Health &
Safety Code Section 33433 that said difference
is necessary to effectuate the provisions of
the Central Business District Redevelopment
Plan in that said difference in cost is neces-
sary to draw automobile dealerships to the
project area, encourage their success, the
actual purchase price of the property is within
the range of values of comparable commercial
properties in the area, Rogers is acquiring the
property "as is," Rogers needs to perform sub-
stantial grading on the site, and Rogers is
required to construct and install offsite
improvements for the site.
E. The Agency and the City shall recoup
said differences over the time period set
forth in the agreement by substantial in-
creases in sales tax, business license tax
and tax increment revenues which will be
directly attributable to this agreement.
SECTION 2. The Board of Directors of the Redevelopment
Agency of the City of Azusa hereby approves that certain agreement
entitled "Disposition and Development Agreement By and Between
the Redevelopment Agency of the City of Azusa and Rogers Toyota,
Inc., a California Corporation" dated as of April 21, 1986, and
further authorizes the Chairman of the Agency to execute said
agreement on behalf of the Agency in substantially the form
attached hereto as Exhibit "A."
SECTION 3. The Secretary shall certify the adoption
of this resolution.
1986.
PASSED, APPROVED AND ADOPTED this 21st day of April ,
C
HAIRMA
I HEREBY CERTIFY that the foregoing Resolution was duly
adopted by the Board of Directors of the Redevelopment Agency of
the City of Azusa at a regular meeting thereof, held on the 21st
day of April , by the following vote of the Board:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS
ABSENT: BOARD MEMBERS:
�/ Z2 4 )
CRETARY
AVILA, COOK, LATTA, MOSES
NONE
CRUZ
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RECORDED AT REQUEST OF
AND WHEN RECORDED
RETURN TO:
Adolph Solis
Secretary
Redevelopment Agency
of City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
DISPOSITION AND
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RECORDED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
31 MIN. 9 AMAN 11 1986
PAST.
DEVELOPMENT AGREEMENT
by and between the
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
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and
ROGERS TOYOTA, INC.,
a California Corporation
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TABLE OF CONTENTS
Page
I. [§100] SUBJECT OF AGREEMENT ..................... 1
A.
[§101] Purpose of Agreement ................ 1
B.
[§102] The Redevelopment Plan .............. 1
C.
[§103] The Site ............................ 1
D.
[§104] Parties to the Agreement............ 2
1. [§105] The Agency ..................... 2
2. [§106] The Developer .................. 2
3. [§107] Prohibition Against Change
in Ownership, Management
and Control of Developer....... 2
4. [§108] Contract Documents ............. 3
II. [§200] ACQUISITION OF PORTIONS OF THE SITE...... 3
A.
[§201] Agency Acquisition of Parcels....... 3
B.
[§202] Sale and Purchase - Phase I......... 4
C.
[§203] Sale and Purchase - Phase II........ 5
D.
[§204] Condition of Property ............... 5
E.
[§205] Escrow .............................. 5
F.
[§206] Conveyance of Title ................. 6
III. [§300] DEVELOPMENT OF THE SITE .................. 7
A.
[§301] Development of the Site
bythe Developer .................... 7
1. [§302] Scope of Development........... 7
2. [§303] Basic Concept Drawings......... 7
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3.
[§304] Construction Drawings and
Related Documents ..............
7
4.
[5305] Agency Approval of Plans,
Drawings, and Related
Documents......................
8
5.
[§306] Cost of Construction...........
9
6.
[§307] Construction Schedule..........
9
7.
[§308] Agency Obligations .............
10
8.
[§309] Completion of Development......
10
9.
[§310] Indemnity and Insurance........
10
10.
[§311] City and Other Governmental
Agency Permits .................
11
11.
(§312] Rights of Access ...............
12
12.
[§313] Local, State and Federal
Laws ...........................
12
13.
[§314] Antidiscrimination During
Construction ...................
12
B. [§315]
Taxes, Assessments,
Encumbrances and Liens ..............
13
C. [§316]
Prohibition Against Transfer
of the Site, the Buildings or
Structures Therein and
Assignment of Agreement .............
13
D. [§317]
Mortgage, Deed of Trust, Sale
and Leaseback Financing; Rights
of Holders ..........................
13
1.
[§318] No Encumbrances Except
Mortgages, Deeds of Trust,
or Sale and Leaseback for
Development ....................
13
2.
[§319] Holder Not Obligated to
Coinstruct Improvements........
14
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3. [§320] Notice of Default to
Mortgagee or Deed of Trust
Holders; Right to Cure......... 14
4. [§321] Failure of Holder to
Complete Improvements.......... 15
5. [§322] Right of the Agency to Cure
Mortgage or Deed of Trust
Default........................ 16
E. (§323] Right of the Agency to Satisfy
Other Liens on the Site After
Title Passes ........................ 16
F. [§324] Certificate of Completion........... 16
IV. [§400] USE OF THE SITE .......................... 17
A. [§401] Uses ................................ 17
B. [§402] Covenants for
Non -Discrimination .................. 18
C. [§403] Maintenance Covenants ............... 19
D. (§404] Effect of Violation of the
Terms and Provisions of this
Agreement After Completion of
Construction ........................ 20
V. [§500] GENERAL PROVISIONS .......................
20
A.
[§501]
Notices, Demands and
Communications Among the
Parties.............................
20
B.
[§502]
Conflicts of Interest ...............
20
C.
[§503]
Enforced Delay; Extension
of Times of Performance .............
21
D.
[§504]
Non -liability of Officials
and Employees of the Agency.........
21
E.
[§505]
Inspection of Books
andRecords .........................
22
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VI. [§600] DEFAULTS AND REMEDIES ....................
22
A.
[§601] Defaults -- General .................
22
3.
[§602] Legal Actions .......................
22
1. [§603] Institution of
Legal Actions ..................
22
2. [§604] Applicable Law .................
22
3. [§605] Acceptance of Service
ofProcess .....................
23
C.
[§606] Rights and Remedies are
Cumulative ..........................
23
D.
[§607] Inaction Not a Waiver
of Default ..........................
23
E.
[§608] Damages .............................
23
F.
[§609] Specific Performance.................
24
G.
[§610] Remedies and Rights Prior
to the Agency Conveyance............
24
1. [§611] Termination by the
Developer......................
24
2. [§612] Termination of the
Agency.........................
25
H.
[§613] Reentry and Revesting of
Title in the Agency After
Agency Conveyance ...................
25
VII. [§700] SPECIAL PROVISIONS .......................
28
A.
[§701] Submission of Documents to
the Agency for Approval ....................
28
B.
[§702] Deposit. Liquidated Damages........
28
C.
[§703] Continuation of Covenants...........
29
D.
[§704] Amendments to this Agreement........
29
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E. [§705] Plans and Data ...................... 29
F. [§706] Real Estate Commission .............. 29
VIII. (§800] ENTIRE AGREEMENT, WAIVERS & GENERAL...... 30
IX. [5900] TIME FOR ACCEPTANCE OF AGREEMENT
BY AGENCY ................................ 30
EXHIBITS
1 -
SITE MAP
2 -
LEGAL
DESCRIPTION OF SITE
3 -
LEGAL
DESCRIPTION OF
404 S.
AZUSA PARCEL
4 -
SCHEDULE OF PERFORMANCE
5 -
ESCROW INSTRUCTIONS
5A -
GRANT
DEED - Phase I
and Phase
II Parcels
5B -
GRANT
DEED - 404 S.
Azusa
Parcel
6 -
SCOPE
OF DEVELOPMENT
7 -
BASIC
CONCEPT DRAWINGS
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DISPOSITION AND
DEVELOPMENT AGREEMENT
THIS AGREEMENT is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA (the "Agency") and
ROGERS TOYOTA INC, a California Corporation (the
"Developer") and is dated as of April 21, 1986. In
consideration of the mutual covenants and agreements
contained herein, the Agency and the Developer hereby agree
as follows:
I. [§100] SUBJECT OF AGREEMENT
A. [5101] Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan for the Central Business District
Redevelopment Project Area (hereafter "Plan") by providing
for the redevelopment of certain property, hereafter
described, located in the Project Area, in accordance with
the Plan. The real property to be redeveloped pursuant to
this Agreement (the "Site") is depicted on the "Site Map",
which is attached hereto as Exhibit No. 1 and incorporated
herein by reference. This Agreement is entered into for the
purpose of redeveloping the Site and not for speculation in
land holding. Completing the redevelopment on the Site
pursuant to this Agreement is in the vital and best interest
of the City of Azusa, California (the "City") and the
health, safety, and welfare of its residents, and in accord
with the public purposes and provisions of applicable state
and local laws.
B. [§102] The Redevelopment Plan
The Plan, as approved and adopted by the City Council
of the City on September 18, 1978 by Orlinance No. 2062, and
as amended by Ordinances 2077 (July 2, 1979), 2113 (July 21,
1981), 2197 (November 28, 1983), 2249 (December 17, 1984)
and 2250 (December 17, 1984), is incorporated herein by this
reference.
C. [§103] The Site
The Site consists of the real properties shown on the
Site Map and described in the "Legal Description", which is
attached hereto as Exhibit No. 2 and is incorporated herein
by this reference.
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The Site consists of thirteen parcels. For
convenience, the parcels shall be designated as Parcels 4,
5, 6, 7, 8, 13, 14, 15, 16, 17, 18, 19 and 20, in accordance
with their designations on the legal descriptions.
This Agreement shall be implemented in two phases.
Phase I shall include Parcels 4, 5, 6, 7, 17, 18, 19 and 20
("Phase I Parcels"). Phase II shall include Parcels 8, 13,
14, 15 and 16 ("Phase II Parcels").
The Agency holds fee title to the Phase I parcels.
The Agency is to acquire title to the Phase II parcels
pursuant to the provisions of this Agreement.
D. [§104] Parties to the Agreement
1. (§105] The Agency
The Agency is a public body, corporate and
politic, exercising governmental functions and powers and
organized and existing under the Community Redevelopment Law
of the State of California (Section 33000, et seq., Health
and Safety Code; hereafter "Act"). The principal office of
the Agency is located at 213 E. Foothill Blvd., Azusa,
California.
2. [§106] The Developer
The Developer is a California corporation duly
organized and existing under the laws of the State of
California. The principal office and mailing address of the
Developer is: 1755 South Grand Avenue, Glendora, California
91740.
3. [§107] Prohibition Against Change in
Ownershio, Management and Control
of Developer
The qualifications and identity of Developer is
of particular concern to the Agency. It is because of its
qualifications and identity that the Agency has entered into
this Agreement with the Developer. Therefore, no voluntary
or involuntary successor in interest of the Developer shall
acquire any rights or powers under this Agreement except as
expressly set forth herein.
The Developer shall not assign all or any of its
rights or duties under this Agreement without the prior
written approval of the Agency, which consent the Agency
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shall not unreasonably withhold provided the Agency
determines that the successor is similarly qualified and has
specifically agreed in writing to be bound by the provisions
of this Agreement.
All of the terms, covenants and conditions of
this Agreement shall be binding upon and shall inure to the
benefit of the Developer and the permitted successors and
assigns of the Developer. Whenever the term "Developer" is
used herein, such term shall include any other lawful
successors in interest of Developer.
4. [§108] Contract Documents
The Contract Documents which are part of this
Agreement, and each of which are incorporated herein by this
reference, are as follows:
Exhibit No. 1 Site Map
Exhibit No. 2 Legal Description of Site
Exhibit No. 3 Legal Description of 404
S. Azusa Ave.
Exhibit No. 4 Schedule of Performance
Exhibit No. 5 Escrow Instructions
5A Grant Deed - Phase I
and Phase II Parcels
5B Grant Deed - 404 S.
Azusa Parcel
Exhibit No. 6 Scope of Development
Exhibit No. 7 Basic Concept Drawings
II. [§200] ACQUISITION OF PORTIONS OF THE SITE
A. [§201] Agency Acquisition of Parcels
1. In accordance with and subject to all of
the terms, covenants and conditions of this Agreement, the
Agency agrees hereby to acquire the Phase I Parcels and the
Phase II Parcels and convey the same to the Developer, and
the Developer agrees to purchase from the Agency and
redevelop the said Phase I Parcels and Phase II Parcels
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subject to the terms, conditions and provisions of this
Agreement.
2. The parties agree that Agency shall, in
good faith, negotiate with the current owners of the Parcels
in order to attempt to acquire the fee interest of said
Parcels without the necessity of condemnation proceedings.
If such negotiations prove unsuccessful, as to any such
parcels, Agency shall promptly file condemnation proceedings
for the purpose of acquiring them. Such condemnation
proceedings shall be promptly filed, and diligently
prosecuted by Agency, in order to meet its obligations
pursuant to this Agreement. The parties hereto do recognize
that if condemnation proceedings are required as to any such
parcel, that Agency may not be able to obtain the fee title
to those parcels within the time required pursuant to the
provisions of this Agreement.
3. The parties hereto do agree that if there
is a final determination in such eminent domain proceedings
finding that the Agency does not have, as to any of the
Parcels, the right to take, within the meaning of the
Eminent Domain Law, that portion of this Agreement with
respect to that parcel shall be null and void and of no
effect.
B. [§202] Sale and Purchase - Phase I
1. In accordance with and subject to all
terms, covenants and conditions of this Agreement, the
Agency agrees to sell the Phase I Parcels, if acquired, to
Developer and Developer agrees to purchase and redevelop the
Phase I Parcels within the times, for the consideration, and
subject to the terms, conditions and provisions all as
hereinafter provided.
2. Developer shall convey to the Agency the
real property generally known as 404 South Azusa Avenue,
Azusa, California, and more particularly described on
Exhibit 3 ("404 S. Azusa Parcel"), and shall pay to the
Agency the difference between the value of the Phase I
Parcels at FIVE DOLLARS ($5.00) per square foot and the
value of the 404 S. Azusa Parcel at FOUR DOLLARS AND NINE
CENTS ($4.09) per square foot.
3. The
be conducted, at the
a survey of the'Phase
in order to precisely
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Parties hereto agree that there shall
joint expense of Agency and Developer,
I Parcels and the 404 S. Azusa Parcel
ascertain the number of square feet
contained therein, and based upon such survey a precise
values for the Phase I Parcels and 404 S. Azusa Parcel shall
be established.
C. [§203] Sale and Purchase - Phase II
1. In accordance with and subject to all
terms, covenants, and conditions of this Agreement, the
Agency agrees to sell the Phase II Parcels, if acquired, to
Developer, and Developer agrees to purchase and redevelop
the Phase II Parcels within the times, for the
consideration, and subject to the terms, conditions, and
provisions all as hereinafter provided.
2. Developer shall pay to Agency the sum of
FIVE DOLLARS ($5.00) per square foot as the purchase price
of the Phase II Parcels.
3. The Parties hereto agree that there shall
be conducted, at the joint expense of Agency and Developer,
a survey of the Phase II Parcels in order to precisely
ascertain the number of square feet contained therein, and
based upon such survey, a precise purchase price for the
Phase II Parcels shall be established.
D. [§204] Condition of Propert
Developer acknowledges that it is sophisticated and
knowledgable with regard to evaluating, buying and selling
real property in the area and that prior to the close of
escrow, pursuant to this Agreement, will have had sufficient
opportunity to enter the Site and make any and all tests and
inspections as Developer deems necessary to satisfy itself,
as to the condition of the Site for the uses set forth in
this Agreement.
BUYER IS ACQUIRING THE SITE "AS IS"
WITHOUT ANY REPRESENTATIONS OR
WARRANTY OF ANY KIND WHATSOEVER AS TO
ITS CONDITION (LATENT, PATENT, OR
OTHERWISE), EXCEPT FOR THE WARRANTIES
IMPLIED IN THE DELIVERY OF A GRANT
DEED AND AS EXPRESSLY SET FORTH IN
THIS AGREEMENT
E. [§205] Escrow
The Parties hereto shall enter into Escrow for the
conveyance of the Site and the 404 N. Azusa Parcel in
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accordance with the Schedule of Performance. Prior to
entering escrow the Executive Director on behalf of the
Agency and the Developer shall agree upon an Escrow Agent
and shall execute Escrow Instructions as necessary to
effectuate and implement this Agreement. The Escrow
Instructions shall be substantially in the form of Escrow
Instructions attached hereto and may be amended as
necessary.
F. 15206] Convevance of Title
As used in this Section, "Seller" means the party
conveying title to a parcel of property pursuant to this
Agreement, and "Buyer" shall mean the party receiving title
to said parcel.
1. Seller agrees to convey the parcels
specified in this Agreement by Grant Deed to Buyer
marketable fee simple title to the parcels free and clear of
all recorded and unrecorded liens, encumbrances,
assessments, easements, leases and taxes EXCEPT such items
as may be agreed upon between the parties pursuant to
Section 206 B. and C.
2. As soon as practicable following the
opening of escrow for transfer of a parcel pursuant to this
Agreement, Escrow Agent shall obtain a Preliminary Title
Report on the parcel from Ticor Title Insurance Co. and
shall deliver to Buyer and Seller a copy of the Preliminary
Title Report together with copies of all documents and
instruments referred to in the Preliminary Title Report.
Buyer shall have ten business days after the receipt of the
Preliminary Title Report to approve or disapprove the
same. Buyer shall be deemed to have approved the
Preliminary Title Report unless it delivers to Seller
written notice of its disapproval within the ten-day period
specified. In the event Buyer disapproves the Preliminary
Title Report, Seller (at its option) will have the right to
attempt to remove any item to which the Seller objects
during the 30 -day period following the date of delivery to
Seller of Buyer's disapproval of the Preliminary Title
Report. In the event Seller elects not to attempt to remove
any such item or is unable to do so, either party will have
the right to terminate the escrow by delivering written
notice of the election to do so to the other party and the
Escrow Agent.
3. � Escrow Agent shall, following recording of
deed to Buyer, provide Buyer with CLTA Standard Coverage
Ma
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Policy of Title Insurance in the amount of the purchase
price of the parcel issued by Ticor Title Insurance Company
showing title to the property vested in Buyer, subject only
to the exceptions agreed to by the parties and the printed
exceptions and stipulations in said policy. Buyer agrees to
pay the premium charge thereof.
III. [§300] DEVELOPMENT OF THE SITE
A. [§301] Development of the Site by the Devel
1. [§302] Scope of Development
The Site shall be developed within the general
controls established in the Scope of Development, the
approvals of Agency described herein and of the City as
required by the Municipal Code, and related laws governing
municipal planning, zoning and subdivision.
2. [§303] Basic Concept Drawings
The Developer shall prepare the Basic Concept
Drawings and related documents for the development to be
constructed in accordance with the Schedule of
Performance. The Site shall be developed as generally
established in the Basic Concept Drawings and related
documents except as changes may be mutually agreed upon
between the Developer and the Agency. Any .such changes
shall be within the general controls of the Scope of
Development.
3. [§304] Construction Drawings and Related
Documents
The Developer shall prepare and submit
construction drawings, specifications and related documents
for the entire Site to the City and Agency for review
pursuant to the City Municipal Code. The Agency's scope of
review will be to insure consistency with said Code and to
the approved Basic Concept Drawings.
During the preparation of all drawings and
plans, the Agency and the Developer shall hold regular
progress meetings to coordinate the preparation of,
submission to, and review of construction plans and related
documents by the Agency. The Agency and the Developer and
its approved assignees shall communicate and consult
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informally as frequently as is necessary to insure that the
formal submittal of any documents to the Agency can receive
prompt and speedy consideration.
If any revisions or corrections of plans
approved by the Agency shall be required by any government
official, agency, department or bureau having jurisdiction
or any lending Institution involved in financing, the
Developer and the Agency shall cooperate in efforts to
develop a mutually acceptable alternative. If no such
alternative is developed, the Agency shall be bound by such
revisions or corrections if they are not inconsistent with
the Scope of Development.
4. [§ 3051 Agency Approval of Plans,
Drawinqs, and Related Documents
Subject to the terms of this Agreement, the
Agency shall have the right of exterior architectural review
of all plans and submissions, including any substantial
changes therein. The Agency acknowledges that it is common
practice in the construction industry to make numerous
changes during the course of construction on projects such
as this. Changes that do not substantially alter plans and
specifications previously approved by the Agency shall not
constitute a breach of Developer's obligations. The Agency
Shall have no right of architectural review over the
interior of Developer's improvements. This is not a waiver
or limitation upon project review by the City of Azusa
pursuant to the Azusa Municipal Code.
Prior to approval of the Basic Concept Drawings,
Agency review and approval shall be limited to (1) aesthetic
features, (2) traffic circulation and (3) functional
interrelationship with adjacent properties. After approval
of the Basic Concept Drawings, Agency review shall be
limited to insuring conformity with the Basic Concept
Drawings and the requirements of the City. Any matter once
approved may not be subsequently disapproved.
The Agency shall approve or disapprove the
plans, drawings, and related documents referred to in
Sections 303 through 305 of this Agreement within the times
established in the Schedule of Performance. Failure by the
Agency to either approve or disapprove within the times
established in the Schedule of Performance shall be deemed
an approval. Any disapproval shall state in writing the
reasons for disapproval. The Developer upon receipt of a
disapproval based upon powers reserved by the Agency
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hereunder, shall revise the portions of the plans and
drawings which are disapproved and related documents and
resubmit to the Agency as soon as possible after receipt of
the notice of disapproval. Any dispute not resolved in
thirty (30) days shall be submitted to Arbitration pursuant
to the Rules of the American Arbitration Association.
If the Developer desires to make any substantial
change in the construction plans after their approval by the
Agency, the Developer shall submit the proposed change to
the Agency for its approval. If the construction plans, as
modified by the proposed change, conform to the requirements
of Section 306 of this Agreement and the Scope of
Development, the Agency shall approve the proposed change
and notify the Developer in writing within fifteen (15) days
after submission to the Agency. Such change in the
construction plans shall, in any event, be deemed approved
by the Agency unless rejected, in whole or in part, by
written notice thereof by the Agency to the Developer
setting forth in detail the reasons therefor, and such
rejection shall be made within said fifteen (15) day period.
5. [§306] Cost of Construction
The cost of developing the Site and constructing
all improvements on the Site shall be borne by the
Developer, except for work expressly set forth in the
Agreement to be performed by the Agency or others.
6. [§307) Construction Schedule
After the conveyance of title or possession to
the Site, the Developer shall promptly begin and thereafter
diligently prosecute to completion the construction of the'
improvements and the development upon the Site. The
Developer shall begin and complete all construction and
development within the times specified in the Schedule of
Performance or such reasonable extension of said dates as
may be granted by the Agency. The Schedule of Performance
is subject to revision from time -to -time as mutually agreed
upon in writing between the Developer and the Agency.
During the period of construction the Developer
shall submit to the Agency written reports of the progress
of the construction. The reports shall be in the same form
and in the same detail as normally prepared for internal
reports of Developer or for reports from Developer's general
contractor to Developer.
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7. [§308] Agency Obligations
Agency agrees to perform the following work on
the Site at its sole expense:
(a) Clear Site and remove old buildings, debris
and subsurface structures (including tanks) provided,
however, that Agency shall not be responsible for grading of
site or any soils work necessary for development;
(b) Relocate utilities on Site.so as not to
conflict with proposed buildings.
(c) Pay one-half of the necessary survey costs
to verify the actual boundaries of the Phase I and II
parcels;
(d) Relocate utility poles on Azusa Avenue
affecting Site.
8. [§309] Completion of Development.
After the conveyance of title and immediately
upon Obtaining all entitlements requisite to commencement of
construction, the Developer shall promptly begin and
thereafter diligently prosecute to completion all
construction of the improvements constituting the Scope of
Development in accordance with the Schedule of Performance.
9. [§310] Indemnity and Insurance.
(a) The Developer shall defend, indemnify,
assume all responsibility for and hold the Agency and the.
City, and their respective elected and appointed officers
and employees, harmless from all costs (including attorneys
fees and costs), claims, demands or judgments for injury or
damage to property and injuries to persons, including
accidental death, which may be caused by any of the
Developer's activities under this Agreement, whether such
activities or performance thereof be by the Developer or
anyone directly or indirectly employed or contracted with by
the Developer and whether such damage shall accrue or be
discovered before or after termination of this Agreement.
(b) Not in derogation of the indemnity
provisions of subsection (a) of this Section, the Developer
shall take out and maintain during the life of this
Agreement, a comprehensive liability policy in the amount of
at least Five Hundred Thousand Dollars ($500,000) for any
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person, One Million Dollars ($1;000,000) for any occurrence,
and Three Hundred Thousand ($300,000) property damage naming
the City and Agency as co -insureds.
The Developer shall furnish a notarized
certificate of insurance countersigned by an authorized
agent of the insurance carrier on a form of the insurance
carrier setting forth the general provisions of the
insurance coverage. This countersigned certificate shall
name the City and the Agency and their respective offices,
agents, and employees as additional insureds under the
policy. The certificate by the insurance carrier shall
contain a statement of obligation on the part of the carrier
to notify by certified mail the Agency of any material
change, cancellation or termination of the coverage at least
thirty (30) days in advance of the effective date of any
such material change, cancellation or termination. Coverage
provided hereunder by the Developer shall be primary
insurance and not contributing with any insurance maintained
by the Agency or City, and the policy shall contain such an
endorsement. The insurance policy or the certificate of
insurance shall contain a waiver of subrogation for the
benefit of the City and the Agency. The required
certificate shall be filed with the Agency prior to
commencement of construction.
The Developer shall also furnish or cause
to be furnished to the Agency evidence satisfactory to the
Agency that any contractor with whom it has contracted for
the performance of work on the Site or otherwise pursuant to
this Agreement carries workers' compensation insurance as
required by law.
The insurance obligations set forth in this
Section shall remain in effect only until a final
Certificate of Completion has been furnished for all of the
improvements as hereafter provided in this Agreement.
10. (§311] City and Other Governmental A enc
Permits
Before commencement of construction or
development of any buildings, structures or other work of
improvement the Developer shall, at its own expense, secure
or cause to be secured any and all permits which may be
required by the City and any other governmental agency
having jurisdiction as to such construction, development or
work. The Agency shall provide all proper assistance to the
Developer in securing these permits.
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The Developer assumes all responsibility for
taking all actions necessary to comply with the Subdivision
Map Act (Government Code § 66410, et seq.) and local
subdivision enactments related thereto in order to comply
with the scope of development.
11. [5312] Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of the Agency and the City shall
have the right of access to the Site, without charges or
fees, at normal construction hours during the period of
construction for the purposes of this Agreement, including,
but not limited to, the inspection of the work being
performed in constructing the improvements, so long as they
comply with all safety rules. Such representatives of the
Agency or of the City shall be those who are so identified
in writing by the Executive Director of the Agency.
The Developer and the Agency agree to cooperate
in placing and maintaining on the Site one sign indicating
the respective parts of the Developer and the Agency in the
Project. The cost of the sign shall be borne solely by the
Developer. The Developer may additionally erect and
maintain one sign pertaining to the leasing of the Site,
which may be maintained for a reasonable period of time to
initially accomplish its leasing purpose.
The Agency agrees to cooperate with the
Developer in facilitating access by the Developer to the
Site for construction purposes, provided that the Agency
shall incur no financial obligations therefor.
12. [§313] Local, State and Federal Laws
The Developer shall carry out the provisions of
this Agreement in conformity with all applicable local,
state and federal laws and regulations.
13. [§314] Antidiscrimination Duri
Construction
The Developer, for itself and its successors and
assigns, agrees that in the construction of the improvements
provided for in this Agreement, the Develooer will not
discriminate against any employee or applicant for
employment because of race, color, creed, religion, age,
sex, marital status, handicap, national origin or ancestry.
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B. [§315] Taxes, Assessments, Encumbrances and
Liens
The Developer shall pay when due all real estate
taxes and assessments on the Site and levied subsequent to a
conveyance of title to the Site. Prior to issuance of a
Certificate of Completion pursuant to this Agreement, the
Developer shall not place or allow to be placed on the Site
or any part thereof any mortgage, trust deed, encumbrance or
lien other than as expressly allowed by this Agreement. The
Develooer shall remove or have removed any levy or
attachment made on any of the Site or any part thereof, or
assure the satisfaction thereof within a reasonable time but
in any event prior to a sale thereunder. Nothing herein
contained shall be deemed to prohibit the Developer from
contesting the validity or amounts of any tax assessment,
encumbrance or lien, nor to limit the remedies available to
the Developer in respect thereto.
C. (§316] Prohibition Against Transfer of the
Site, the Buildings or Structures
Therein and Assignment of Agreement
Prior to the issuance of a Certificate of Completion
pursuant to this Agreement as to any building or structure,
the Developer shall not, except as permitted by this
Agreement, without prior approval of the Agency, make any
total or partial sale, transfer, conveyance, assignment or
lease of the whole or any part of the Site or of the
buildings or structures on the Site except as permitted by
this Agreement. This prohibition shall not be deemed to
prevent the granting of temporary or permanent easements or
permits to facilitate the development of the Site or to
prohibit or restrict the leasing of any part or parts of a'
building or structure for a term commencing upon completion.
D. (§317] Mortgage, Deed of Trust, Sale and
Leaseback Financing; Rights of Holders
1. [§318] No Encumbrances Except Mortgages,
Deeds of Trust, or Sale and
Leaseback for Develooment
Notwithstanding any other provision of this
Agreement, mortgages, deeds of trust and sales and leaseback
are permitted before completion of the construction of the
improvements, but only for the purpose of securing loans of
funds to be used for financing the acquisition of the Site,
the construction of improvements on the Site, and any other
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purposes in connection with development under this
Agreement. The Developer shall notify the Agency in advance
of any mortgage, deed of trust or sale and leaseback
financing, if the Developer proposes to enter into the same
before completion of the construction of the improvements on
the Site. The words "mortgage" and "trust deed" as used
hereinafter shall include sale and leaseback.
2. [§319] Holder Not Obligated to Construct
Imorovements
The holder of any mortgage or deed of trust
authorized by this Agreement shall not be obligated by the
provisions of this Agreement to construct or complete the
improvements or to guarantee such construction or
completion; nor shall any covenant or any other provision in
the deed for the Site be construed so to obligate such
holder. Nothing in this Agreement shall be deemed to
construe, permit or authorize any such holder to devote the
Site to any uses or to construct any improvements thereon,
other than those uses or improvements provided for or
authorized by this Agreement.
3. (§320] Notice of Default to Mortgagee or
Deed of Trust Holders; Right to
Cure
With respect to any mortgage or deed of trust
granted by Developer as provided herein, whenever the Agency
shall deliver any notice or demand to Developer with respect
to any breach or default by the Developer in completion of
construction of the improvements, the Agency shall at the
same time deliver to each holder of record of any mortgage.
or deed of trust authorized by this Agreement a copy of such
notice or demand. Each such holder shall (insofar as the
rights of the Agency are concerned) have the right, at its
option, within ninety (90) days after the receipt of the
notice, to cure or remedy or commence to cure or remedy any
such default and to add the cost thereof to the mortgage
debt and the lien of its mortgage. Nothing contained in this
Agreement shall be deemed to permit or authorize such holder
to undertake or continue the construction or completion of
the improvements (beyond the extent necessary to conserve or
protect the improvements or construction already made)
without first having expressly assumed the Developer's
obligations to the Agency by written agreement satisfactory
to and with the Agency. The holder, in that event, must .
agree to complete, in the manner provided in this Agreement,
the improvements to which the lien or title of such holder
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relates, and submit evidence satisfactory to the Agency that
it has the qualifications and financial responsibility
necessary to perform such obligations. Such agreement shall
also provide for attornment to the Agency as landlord and
nondisturbance by the Agency. Any such holder properly
completing such improvement shall be entitled, upon
compliance with the requirements of Section 322 of this
Agreement, to a Certificate of Completion (as therein
defined).
4. [§321] Failure of Holder to Complete
Improvements
In any case where, six (6) months after default
by the Developer in completion of construction of
improvements under this Agreement, the holder of any
mortgage or deed of trust creating a lien or encumbrance
upon the Site or any part thereof has not exercised the
option to construct, or if it has exercised the option and
has not proceeded diligently with construction, the Agency
may purchase the mortgage or deed of trust by payment to the
holder of the amount of the unpaid mortgage or deed of trust
debt, including principal and interest and all other sums
secured by the mortgage or deed of trust. If the ownership
of the Site or any part thereof has vested in the holder,
the Agency, if it so desires, shall be entitled to a
conveyance from the holder to the Agency upon payment to the
holder of an amount equal to the sum of the following:
(a) The unpaid mortgage or deed of trust debt
at the time title became vested in the
holder (less all appropriate credits,
including those resulting from collection
and application of rentals and other income
received during foreclosure proceedings);
(b) All expenses with respect to foreclosure;
(c) The net expense, if any (exclusive of
general overhead), incurred by the holder
as a direct result of the subsequent
management of the Site or part thereof;
(d) The costs of any improvements made by such
holder; and
(e) An amount equivalent to the interest that
would have accrued on the aggregate of such
amounts had all such amounts become part of
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the mortgage or deed of trust debt and such
debt had continued in existence to the date
of payment by the Agency.
5. [§322] Right of the Agency to Cure
Mortqaqe or Deed of Trust Default
In the event of a mortgage or deed of trust
default or breach by the Developer prior to the completion
of the construction of the improvements on the Site or any
part thereof and the holder of any mortgage or deed of trust
has not exercised its option to construct, the Agency may
cure the default. In such event, the Agency shall be
entitled to reimbursement from the Developer of all costs
and expenses incurred by the Agency in curing such
default. The Agency shall also be entitled to record a lien
upon the Site to the extent of such costs and disbursements.
Any such lien shall be subject to the construction financing
mortgages or deeds of trust.
E. [5323]Right of the Agency to Satisfy Other
Liens on the Site After Title Passes
After the conveyance of title and prior to the
completion of construction, and after the Developer has had
a reasonable time to challenge, cure or satisfy any liens or
encumbrances on the Site, the Agency shall have the right to
satisfy any such liens or encumbrances, provided, however,
that nothing in this Agreement shall require the Developer
to pay or make provision for the payment of any tax,
assessment, lien or charge, so long as the Developer in good
faith shall contest the validity or amount thereof, and so
long as such delay in payment shall not subject the Site to
forfeiture or sale.
F. [5324] Certificate of Completion
Promptly after completion of all construction and
development required by this Agreement to be completed by
the Developer upon the Site, the Agency shall furnish the
Developer with a Certificate of Completion upon written
request therefor by the Developer. The Agency shall not
unreasonably withhold any such Certificate of Completion.
Such Certificate of Completion shall be a conclusive
determination of satisfactory completion of the construction
required by this Agreement upon the Site and the Certificate
of Completion shall so state. The Agency may also furnish
the Developer with a Certificate of Completion for portions
of the improvements upon the Site as they are properly
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completed and ready to use if the Developer is not in
default under this Agreement. After recordation of such
Certificate of Completion, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any
interest therein shall not (because of such ownership,
purchase, lease or acquisition), incur any obligation
pursuant to this Agreement for the initial construction of
the improvements.
A Certificate of Completion of construction for the
entire improvement and development of the Site shall be in
such form as to permit it to be recorded in the Recorder's
Office of Los Angeles County. Certificates of Completion
for less than the complete improvement and development of
the Site shall not be recorded.
If the Agency refuses or fails to furnish a
Certificate of Completion for the Site, or part thereof,
after written request from the Developer, the Agency shall,
within thirty (30) days of written request therefor, provide
the Developer with a written statement of the reasons the
Agency refused or failed to furnish a Certificate of
Completion. The statement shall also contain Agency's
opinion of the actions the Developer must take to obtain a
Certificate of Completion. If the reason for such refusal
is confined to the immediate availability of specific items
of materials for landscaping, the Agency will issue its
Certificate of Completion upon the posting of a bond by the
Developer with the Agency in an amount representing a fair
value of the work not yet completed. If the Agency shall
have failed to provide such written statement within said
thirty (30) day period, the Developer shall be deemed
entitled to the Certificate of Completion.
Such Certificate of Completion shall not constitute
evidence of compliance with or satisfaction of any
obligation of the Developer to any holder of any mortgage,
or any insurer of a mortgage securing money loaned to
finance the improvements, or any part thereof. Such
Certificate of Completion is not a notice of completion as
referred to in the California Civil Code, Section 3093.
IV. [§400] USE OF THE SITE
A. [§401] Uses
The Developer covenants and agrees for itself, its
successors, its assigns, and every successor in interest to
the Site or any part thereof, that during construction and
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thereafter, the Developer, and such successors and such
assignees, shall devote the Site to use as a franchise new
automobile sales and service complex.
B. [§402] Covenants for Non -Discrimination
The Developer covenants by and for itself and any
successors in interest 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, age, handicap, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Site, nor shall the Developer itself 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 of the Site.
The Developer shall refrain from restricting the
rental, sale or lease of the Site on the basis of race,
color, creed, religion, sex, marital status, handicap,
national origin or ancestry of any person. All such deeds,
leases or contracts shall contain or be subject to
substantially the following nondiscrimination or
nonsegregation clauses:
1. In deeds: "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, age, handicap, 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 herself 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 land herein conveyed. The foregoing
covenants shall run with the land."
2. In leases: "The lessee herein covenants by and
for himself or herself, his or her heirs,
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executors, administrators and assigns, and all
persons claiming under or through him or her,
and this lease is made and accepted upon and
subject to the following conditions:
"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, handicap, age, ancestry or
national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or
enjoyment of the premises herein leased nor
shall the lessee himself or herself, 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,
sublessees, subtenants or vendees in the
premises herein leased."
3. 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, age, handicap,
ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the
transferee himself or herself 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 of the premises."
The covenants established in this Section and the
deeds shall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, the City and any
successor in interest to the Site or any part thereof. The
covenants, contained in this Section and the Grant Deed
shall remain in perpetuity.
C. [§403] Maintenance Covenants
Subsequent to the issuance of a Certificate of
Completion, the Developer, and all successors and assigns in
fee simple interest to the Site, shall be obligated to
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maintain the Site, and all improvements situated thereon, in
a continuous state of good repair. This covenant which runs
with the land shall be enforceable by the City as a third
party beneficiary.
D. [§404] Effect of Violation of the Terms and
Provisions of this Agreement After
Completion of Construction
The Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running
with the land, for and in its own rights and for the
purposes of protecting the interests of the community and
other parties, public or private, in whose favor and for
whose benefit this Agreement and the covenants running with
the land have been provided. The Agreement and the
covenants shall run in favor of the Agency, without regard
to whether the Agency has been, remains or is an owner of
any land or interest therein in the Site or in the Project
Area. The Agency shall have the right, if the Agreement or
covenants are breached, to exercise all rights and remedies,
and to maintain any actions or suits at law or in equity or
other proper proceedings to enforce the curing of such
breaches to which it or any other beneficiaries of this
Agreement and covenants may be entitled.
V. [§500] GENERAL PROVISIONS
A. [§501] Notices, Demands and Communications
Among the Parties
Written notices, demands and communications among the
Agency and the Developer, shall be sufficiently given by
personal service or dispatched by registered or certified
mail, postage prepaid, return receipt requested, to the
principal offices of the Agency or the Developer described
in Sections 105 and 106. Such written notices, demands and
communications may be sent in the same manner to such other
addresses as either party may from time to time designate by
mail as provided in this Section 501. Notwithstanding
anything to the contrary contained herein, notice personally
served shall be deemed to have been received as of the date
of such services.
B. [§502] Conflicts of Interest
No member, official or employee of the Agency shall
have any personal interest, direct or indirect, in this
Agreement, nor shall any member, official or employee
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participate in any decision relating to the Agreement which
affects his personal interests or the interests of any
corporation, partnership or association in which he is
directly or indirectly interested.
The Developer warrants that it has not paid or given
and will not pay or give any officer, employee or agent of
the City or Agency any money or other consideration for
obtaining this Agreement.
C. [§503] Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to
be in default, and all performance and other dates specified
in this Agreement shall be extended, where delays or
defaults are due to: war; insurrection; strikes; lockouts;
riots; floods; earthquakes; fires; casualties; acts of God;
acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation; unusually
severe weather; inability to secure necessary labor,
materials or tools; delays of any contractor, subcontractor
or supplier; acts or omissions of another party; or any
other causes beyond the control or without the fault of the
party claiming an extension of time to perform.
Notwithstanding anything to the contrary in this Agreement,
an extension of time for any such cause shall be for the
period of the enforced delay and shall commence to run from
the time of the commencement of the cause, if notice by the
party claiming such extension is sent to the other party
within thirty (30) days of the commencement of the cause.
Times of performance under this Agreement may also be
extended in writing by the mutual agreement of Agency and
the Developer.
D. [§504] Non -liability of Officials and
Employees of the Agency
No member, official or employee of the Agency or the
City shall be personally liable to the Developer, or any
successor in interest, pursuant to the provisions of this
Agreement, nor for any default or breach by the Agency (or
the City).
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E. [§505] Inspection of Books and Records
Each party has the right to inspect, at reasonable
times, the books and records of the other pertaining to the
Site as pertinent to the purposes of this Agreement.
VI. [§600] DEFAULTS AND REMEDIES
A. [§601] Defaults -- General
Subject to the extensions of time set forth in
Section 503, failure or delay by either party to perform any
term or provision of this Agreement constitutes a default
under this Agreement. A party claiming a default (claimant)
shall give written notice of default to the other party,
specifying the default complained of.
Except as otherwise expressly provided in Sections
320, 610 and 611 of this Agreement, the claimant shall not
institute proceedings against the other party if the other
party within fourteen (14) days from receipt of such notice
immediately, with due diligence, commences to cure, correct
or remedy such failure or delay and shall complete such
cure, correction or remedy within sixty (60) days from the
date of receipt of such notice.
B. [§602] Legal Actions
1. [§603] Institution of Legal Actions
In addition to any other rights or remedies and
subject to the restrictions in Section 601, either party may
institute legal action to cure, correct or remedy any
default, to recover damages for any default, or to obtain
any other remedy consistent with the purpose of this
Agreement. Such legal actions must be instituted in the
Superior Court of the County of Los Angeles, State of
California, in an appropriate municipal court in that
county, or in the Federal District Court in the Central
District of California.
2. [§604) Applicable Law
The laws of the State of California shall govern
the interpretation and enforcement of this Agreement.
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3. [§605] Acceptance of Service of Process
In the event that any legal action is commenced
by the Developer against the Agency, service of process on
the Agency shall be made by personal service upon the
Director or in such other manner as may be provided by law.
In the event that any legal action is commenced
by the Agency against the Developer, service of process on
the -Developer shall be made by personal service upon a
corporate officer of the Developer and shall be valid
whether made within or without the State of California or in
such other manner as may be provided by law.
C. [§606] Riqhts and Remedies Are Cumulative
Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by either party of one or more
of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights
or remedies for the same default or any other default by the
other party.
D. [§607] Inaction Not a Waiver of Default
Any failures or delays by either party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive either such party of its right to
institute and maintain any actions or proceedings which it
may deem necessary to protect, assert or enforce any such
rights or remedies.
E. [§608] Damages
If either party defaults with regard to any of the
provisions of this Agreement, the non -defaulting party shall
serve written notice of such default upon the defaulting
party pursuant to Section 601. If the default is not cured
by the defaulting party within sixty (60) days after service
of the notice of default (or within such other period as is
set forth herein), the defaulting party shall be liable to
the other party for any damages caused by such default, and
the nondefaulting party may thereafter (but not before)
commence an action for damages against the defaulting party
with respect to'such default.
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F. [§609] Specific Performance
If either party defaults under any of the provisions
of this Agreement, the non -defaulting party shall serve
written notice of such default upon the defaulting party
pursuant to Section 601. If the default is not cured by the
defaulting party within sixty (60) days of service of the
notice of default, or such other time limit as may be set
forth herein with respect to such default, the nondefaulting
party at its option may thereafter (but not before) commence
an action for specific performance of terms of this
Agreement.
G. [§610] Remedies and Rights Prior to the Agency
Conveyance
1. [§611] Termination by the Developer
(a) In the event that the Agency does not
tender conveyance and possession of Site in the manner and
condition and by the date provided in this Agreement then
this Agreement shall, at the option of the Developer, be
terminated by written notice thereof to the Agency, and
thereupon the parties shall have no further rights with
respect by virtue of or with respect to this Agreement,
except as provided in this Section and Section 310 hereof;
provided, however, that all monies or documents deposited by
either party into escrow shall be returned to the party
making Such deposit.
(b) In the event Developer elects to
terminate the Agreement pursuant to Subparagraph (a) after
having acquired any of the Parcels of the Site, Developer .
shall, within thirty (30) days of said election, first offer
to reconvey the portions of the Site owned by him to the
Agency at a price equal to the value paid to the Agency
pursuant to Sections 202 and 203 of this Agreement plus the
value of any permanent improvements placed on Property. The
Agency shall have sixty (60) days from receipt of said offer
to accept, reject or negotiate a purchase agreement. In the
event the Agency rejects the offer or fails to act upon it
within said period, Developer shall sell the property to any
party at a price not less than the value Developer paid for
the property pursuant to Sections 202 and 203 of this
Agreement and the value of any permanent improvements placed
upon the property. The difference between this amount and
the actual sales price, less costs of sale, shall be divided
equally between'the Agency and the Developer.
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2. [§612] Termination by the Agency
In the event:
(a) the Developer (or any successor in
interest) assigns or attempts to assign the
Agreement or any rights therein or in the
Site in violation of this Agreement; or
(b) there is a change in the ownership of the
Developer contrary to the provisions of
Section 107 hereof; or
(c) the Developer does not submit certificates
of insurance, construction plans, drawings
and related documents as required by this
Agreement, in the manner and by the dates
respectively provided in this Agreement
therefor any such default or failure shall
not be cured within forty-five (45) days
after the date of written demand therefor
by the Agency; or
(d) the Developer does not take title to Site
under tender of conveyance by the Agency
pursuant to this Agreement; or
(e) the cost to the agency of acquiring the
Phase II Parcels (including purchase price
and relocation benefits) will exceed the
sum of Seven Hundred Fifty Thousand Dollars
($750,000);
then this Agreement and any rights of the Developer or any
assignee or transferee in this Agreement, or arising
therefrom with respect to the Agency or the Site, shall, at
the option of the Agency, be terminated by the Agency. In
the event of termination under this Section 612, no party to
this Agreement shall have any rights against any other party
under this Agreement.
H. [§613] Reentry and Revesting of Title in the
Agency After Agency Conveyance
The Agency has the additional right, at its option,
to reenter and.take possession of the Site, with all
improvements thereon, and terminate and revest in the Agency
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E
the estate conveyed to the Developer if prior to the
issuance of the Certificate of Completion, the Developer
shall:
1. Fail to start the construction of the
improvements as required by this Agreement
for a period of sixty (60) days after
Agency has approved plans; or
2. Abandon or substantially suspend
construction of the improvements required
by this Agreement for a period of ninety
(90) days after written notice thereof from
the Agency; or
3. Transfer or suffer any involuntary transfer
of the Site or any part thereof in
violation of this Agreement; or
4. Commit any other material default pursuant
to this Agreement.
Such right to reenter, terminate and revest shall not
be exercised with respect to any portion of the Site as to
which a Certificate of Completion has issued for all
improvements to be constructed on such portion of the Site
pursuant to this Agreement.
Such right to reenter, terminate and revest shall
further be subject to and be limited by and shall not
defeat, render invalid or limit:
1. Any mortgage or deed of trust permitted by,
this Agreement; or
2. Any rights or interests provided in this
Agreement for the protection of the holders
of such mortgages or deed of trust.
The Grant Deed (Exhibit No. 5) shall contain
appropriate reference and provision to give effect to the
Agency's right as set forth in this Section 613, under
specified circumstances prior to recordation of the
Certificate of Completion, to reenter and take possession of
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GI
the Site, with all improvements thereon, and to terminate
and revest in the Agency the estate conveyed to the
Developer.
Upon the revesting in the Agency of title to the Site
as provided in this Section 613, the Agency shall, pursuant
to its responsibilities under state law, use its best
efforts to resell the Site as soon and in such manner as the
Agency shall find feasible and consistent with the
objectives of such law and of the Redevelopment Plan, as it
may be amended, to a qualified and responsible party or
parties (as determined by the Agency) who will assume the
obligation or making or completing the improvements, or such
other improvements in their stead as shall be satisfactory
to the Agency and in accordance with the uses specified for
such Site or part thereof in the Redevelopment Plan. Upon
such resale of the Site, the proceeds thereof shall be
applied:
1. First, to reimburse the Agency, for all
costs and expenses incurred by the Agency,
including, but not limited to, any
expenditures by the Agency or the City in
connection with the recapture, management
and resale of the Site or part thereof (but
less any income derived by the Agency from
the Site or part thereof in connection with
such management); all taxes, assessments
and water or sewer charges with respect to
the Site or part thereof which the
Developer has not paid (or, in the event
the Site is exempt from taxation or
assessment or such charges during the
period of ownership thereof by the Agency,
an amount, if paid, equal to such taxes,
assessments, or charges as would have been
payable if the Site were not so exempt);
any payments made or necessary to be made
to discharge any encumbrances or liens
existing on the Site or part thereof at the
time of revesting of title thereto in the
Agency, or to discharge or prevent from
attaching or being made any subsequent
defaults or acts of the Developer, its
successors or transferees; any expenditures
made or obligations incurred with respect
to the making or completion of the
improvements or any part thereof on the
Site, or part thereof; and any amounts
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otherwise owing the Agency, the Developer
and its successor or transferee; and
2. Second, to pay to the Developer, or its
successor or transferee, the balance then
remaining.
VII. [§700] SPECIAL PROVISIONS
A. (§701] Submission of Documents to the Agency
for Approval
Whenever this Agreement requires the Developer to
submit plans, drawings or other documents to the Agency for
approval, which shall be deemed approved if not acted on by
the Agency within the specified time, said plans, drawings
or.other documents shall be accompanied by a letter stating
that they are being submitted and will be deemed approved
unless rejected by the Agency within the stated time. If
there is no time specified herein for such Agency action,
the Developer may submit a letter requiring Agency approval
or rejection of documents within thirty (30) days after
submission to the Agency or such documents shall be deemed
approved.
B. [§702] Deposit. Liquidated Damages.
DEVELOPER, CONTEMPORANEOUSLY WITH THE EXECUTION OF
THIS AGREEMENT, SHALL DEPOSIT WITH AGENCY THE SUM OF TWENTY
FIVE THOUSAND DOLLARS ($25,000). THE PARTIES HERETO HAVE
NEGOTIATED FOR THE PURPOSE OF ESTABLISHING A LIQUIDATED
DAMAGE PROVISION IN THE EVENT OF A BREACH OF THIS AGREEMENT
BY THE DEVELOPER PRIOR TO THE CONVEYANCE BY AGENCY OF
SITE. THE PARTIES HERETO HAVE AGREED THAT THE ACTUAL
DAMAGES WHICH WOULD BE SUFFERED BY AGENCY IN THE EVENT OF
THE DEVELOPER'S MATERIAL DEFAULTS PURSUANT TO THE PROVISIONS
OF THIS AGREEMENT PRIOR TO THE TIME OF CONVEYANCE OF SAID
SITE WOULD RESULT IN SUBSTANTIAL DAMAGES TO THE AGENCY BUT
THE AMOUNT OF SUCH DAMAGES WOULD BE DIFFICULT, IF NOT
IMPOSSIBLE, TO ASCERTAIN DUE TO THE NATURE OF THIS AGREEMENT
AND THE NATURE OF SUCH DAMAGES. ACCORDINGLY, THE PARTIES,
PURSUANT TO APPLICABLE LAW, HAVE DETERMINED TO ESTABLISH
THIS PROVISION AS AND FOR LIQUIDATED DAMAGES, AND NOT AS A
PENALTY AND FURTHER AGREE THAT SUCH DAMAGES ARE
REASONABLE. IN THE EVENT OF SUCH BREACH BY THE DEVELOPER,
THE AGENCY SHALL BE ENTITLED TO RETAIN AS ITS PROPERTY, THE
DEPOSIT IN THE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS
($25,000) MADE PURSUANT TO THE PROVISIONS HEREOF.
MN
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EACH OF THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGE
AGREEMENT TO THE FOREGOING PROVISIONS OF THIS SECTION, AND
THE REASONABLENESS THEREOF UNDER THE CIRCUMSTANCES, BY THEIR
SIGNATURES BELOW:
q1ifton M. Rogers jEugene F. Moses
' Developer' Agency
C. [§703] Continuation of Covenants
Of the covenants which have been established pursuant
to this Agreement, the same shall be deemed to be covenant
running with the land. Covenants relating to construction
of improvements on the property shall expire upon the
issuance by Agency of a Certificate of Completion or
Certificates of Completion as to the entire Site. Covenants
relating to the use and maintenance of the Site and
improvements thereon shall expire at the end of the tenth
(10th) year following issuance of a Certificate of
Completion or Certificates of Completion for the entire
Site. The covenants against discrimination contained in
Section 403 shall remain in perpetuity.
D. [§704] Amendments to this Agreement
The Developer and the Agency agree to mutually
consider reasonable requests for amendments to this
Agreement which may be made by lending institutions, or
Agency's counsel or financial consultants, provided said
requests are consistent with this Agreement and would not
substantially alter the basic business terms included
herein.
E. [§705] Plans and Data
In the event this Agreement is terminated for any
reason, the Developer shall deliver to the Agency any and
all plans and data concerning the Site which are in the
possession of the Developer to the extent that such plans
and data are not confidential.
F. [§706] Real Estate Commission
Agency shall not be liable for any real estate
commission, brokerage fee or finders fee, or any similar
fee, which may arise from this Agreement. Developer
represents and warrants that it has not engaged any person
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who may be
Agency, its
or expenses
if made.
VIII.
entitled to such fee and agrees to indemnify
officers and employees, from any and all costs
incurred in defending or paying any such claim
[§800] ENTIRE AGREEMENT, WAIVERS & GENERAL
A. This Agreement is executed in duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 31 and Exhibits 1 through
7, which constitutes the entire understanding and agreement
of the parties.
B. This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and
supersedes all negotiations or previous agreements between
the parties or their predecessors in interest with respect
to all or any part of the subject matter hereof.
C. All amendments hereto must be in writing
executed by the appropriate authorities of the Agency and
the Developer.
D. In any circumstance where under this Agreement
either party is required to approve or disapprove any
matter, approval shall not be unreasonably withheld.
E. Both Parties are sophisticated buyers and
sellers of real property and have participated in the
drafting of this Agreement.
IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY
AGENCY
This Agreement, when executed by the Developer and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before thirty (30) days after
signing and delivery of this Agreement by Developer or this
Agreement shall be void, except to the extent that the
Developer shall consent in writing to a further extension of
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0
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date
when it shall have been signed by the Agency.
IN WITNESS WHEREOF, the Agency and the Developer have
signed this Agreement as of April 21, 1986.
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
By: C J `72 14
Eugene F. Moses
Chairman
iolpn polis
Secretary
APPROVED AS TO FORM:
Peter M. Thorson
Counsel to the Agency
ROGERS TOYOTA INC.
` lifton/ M.. Roger;
President
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-31-
0
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On April 29, 1986, before me, the undersigned, Notary Pubic
in and for said county and state, personally appeared EUGENE F.
MOSES, known to me to be the Chairman of the Redevelopment Agency
of the City of Azusa, a pulic body, corporate and politic, of the
State of California, a public body, that executed the within
instrument, known to me to be the person who executed the within
instrument on behalf of the public body herein named, and
acknowledged to me that such public body executed the within
instrument pursuant to the laws of the State of California and to
its bylaws and the resolutions of its Board.
WITNESS my hand and official seal,
OFFICIAL SEAL
CONSTANCE LARA
,ted Notm PUN Ho1 OMIS _
LOB ANGELES COUNTY
M, Com Elm. FAL 25 1987 Contance Lara
STATE OF CALIFORNIA )
ss.
COUNTY OF IAS ANGELES )
On April 29, 19 86 , before me, the undersigned, a Notary
Public in and for said State, personally appeared CLIFTON M.
ROGERS, known to me to be the President of the corporation that
executed the within instrument, known to me to be the persons who
executed the within instrument on behalf of ROGERS TOYOTA, INC.,
the Corporation executed the within instrument pursuant to its
bylaws or a resolution for its board of direntorc_
WITNESS my hand official seal
OFFICIAL SEAL
CONSTANCELARA
�� N(N�ry Pub1k-Calllomie
LOS ANGELES COUNTY
tay Comm. tjP. FeO. 25, 1907
86- 728700
n
EXHIBIT N0. I
Figure 1
016 PH
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0 8
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PARA1,VOUNT
AVE.
SUBJECT SITE 86- 728700
PROPOSED AMC/JEEP DEALERSHIP
AZUSA REDEVELOPMENT AGENCY
In
C
O
N
EXHIBIT NO. 2
LEGAL DESCRIPTION OF SITE
Phase I Properties
Parcel A and B
The land referred to in this policy is situated in the State of
California, County of Los Angeles, and is described as follows:
Those portions of Lots 20 and 21 of Tract No. 13641, in the City
of Azusa, as shown on map recorded in Book 328 Pages 18 and 19 of
Maps, in the office of the county recorder of said county, and
that portion of Lot 4 of Tract No. 13426, in the city of Azusa,
as shown on map recorded in Book 268 Page 40 of Maps, in the
office of the county recorder of said county, included within the
following described boundaries:
Beginning at the Southwesterly corner of said Lot 20; thence
along the Westerly line of said Lot 20, and the Westerly line of
said Lot 21, North 00 06' 21" East, 61.81 feet to the Easterly.
terminus of that course having a bearing and distance of North 73
23' 08" West, 12.52 feet, in the Northerly line of Parcel 16 of
the Highway Right of Way relinquished (Rel -709) to the City of
Azusa by resolution of the California Highway Commission, a
certified copy of which resolution is recorded in Book R3279 Page
904 of Official Records, in said office, and as shown on map
recorded in Book 7 Pages 91 to 98 inclusive, of State Highway
Maps, in said office; thence along the Easterly prolongation of
last said course, South 730 23' 08" East, 130.05 feet to the
Easterly line of said Lot 20; thence South 890 54' 12" East,
10.08 feet to the center line of that alley, 20.00 feet wide, as
shown on the map of said Tract No. 13641; thence continuing South
890 54' 12" East, 10.08 feet to the Westerly line of said Lot 4;
thence South 890 53' 22" East, 138.17 feet; thence South 75° 21'
18" East, 27.89 feet to the Westerly line of the Easterly 10.00
feet of said Lot 4; thence along last said Westerly line South
000 06' 38" West, 17.81 feet to the Southerly line of said Lot 4;
thence along said Southerly line North ST 54' 50" West, 165.00
feet to said Westerly line of said Lot 4; thence along a line
perpendicular to said center line, North 890 53' 39" West, 10.08
feet to said center line; thence continuing North 890 53' 39"
West, 10.08 feet to the Southeasterly corner of said Lot 20;
thence along the Southerly line of said Lot 20, North 890 54' 50"
West, 124.69 feet to the point of beginning.
Parcel C
Lots 5,6, 7, of Tract No. 13426
M.B. 268-40 (Los Angeles County)
Exhibit 2 - Page 1
86- 728700
•
Parcel D
Lot 5 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Parcel E
Lot 6 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Parcel F
Lot 7 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Phase II Properties
Parcel G
Lot 1 of Tract No. 13641
M.H. 328-18-19 (Los Angeles County)
Parcel H
Lot 2 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Parcel I
Lot 3 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Parcel J
Lot 4 of Tract No. 13641
M.B. 328-18-19 (Los Angeles County)
Parcel R
Lot 19 of Tract 13641
M.B. 328-18-19 (Los Angeles County)
Approved by:
AGENCY::
By Zt/9 At--'- J L2ki
01
DEVELOP;R:
�fl 1
By
i it 2 - Page 2
86- 728700
EXHIBIT 3
LEGAL DESCRIPTION
404 S. AZUSA PARCEL
Lots 25, 26, 27, 28, Blk. No. 52
M.R. 15-93-96 (Los Angeles County)
Approved by:
AGENCY:
�
By G C��
Exhibit 3 - Page 1
86- 728700
1
• • In
EXHIBIT NO. 4
SCHEDULE OF PERFORMANCE
PHASE I
1. Execution of Agreement
Agreement shall be authorized,
executed and delivered by
Developer to Agency.
2. Basic Concept Drawings
Developer shall prepare and
submit to Agency Final Concept
Drawings.
3. Approval - Basic Concept
Drawings and Agreement
Agency shall approve,
conditionally approve, or
disapprove the Final Concept
Drawings.
4. Submission - Precise Plan
Review
Developer shall submit, under
applicable City Codes, to City
a completed application for a
Commercial Planned Development
Permit.
On or before April 30, 1986
On or before April 21, 1986
On or before May 7, 1986
On or before May 21, 1986
5. Final Drawings, Plans, and On or before June 30, 1986
to City
Developer shall submit final
drawings and plans to City for
issuance of building permits
6. Open Escrow On or before April 30, 1986
Open escrow between Agency and
Developer.
7. Relocation On or before July 30, 1986
Agency will complete
relocation of existing owners
and/or tenants within the area
acquired, as may be needed.
EXHIBIT NO. 4
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u
8. Conveyance of Title or On or before June 30, 1986
Possessory Interest
Agency shall convey possession
and/or title to Developer of
Developer's parcel.
9. Issuance of Building Permits
Subject to fulfillment of this
Agreement, and subject to all
applicable City Codes, City
shall issue building permits
with respect to the project.
10. Commencement of Construction
Developer shall use best
efforts to commence
construction of the project.
11. Abandonment of Public Right
of Way
Agency shall cause the
necessary abandonment of
public rights of way along the
westerly portion of the Site
as outlined on the Site Plan
(Exhibit 1).
12. Utilitv Relocation
Agency shall assist the
appropriate utility company in
relocating facilities and
easements as necessary for
construction of improvements.
13. Public Improvements
Developer shall commence
off-site improvements.
14. Completion of Construction
Developer shall complete the
construction of the Phase.
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86. 728700
On or before August 29, 1986
On or before September 8, 1986
On or before August 30, 1986
On or before August 30, 1986
In coordination with Developer
construction but no later than
September 30, 1986
On or before February 28, 1987
EXHIBIT NO. 4
PHASE II
1. Basic Concept Drawings On or before January 2, 1987
Developer shall prepare and
submit to Agency Final Concept
Drawings.
2. Approval - Basic Concept
Drawings and Agreement
Agency shall approve,
conditionally approve, or
disapprove the Final Concept
Drawings.
3. Submission - Precise Plan Review
Developer shall submit, under
applicable City Codes, to City
a completed application for a
Commercial Planned Development
Permit.
4. Final Drawinqs, Plans and
Building Permits - Submission
to City
Developer shall submit final
drawings and plans to City for
issuance of building permits.
5. Eminent Domain
Agency shall file necessary
eminent domain actions on land
to be acquired.
On or before January 16, 1987
On or before January 30, 1987
On or before February 27, 1987
On or before December 26, 1986
6. Open Escrow On or before January 2, 1987
Open escrow between Agency and
Developer.
7. Relocation On or before March 26, 1987
Agency will complete
relocation of existing owners
and/or tenants within the area
acquired, as may be needed.
8. Conveyance of Title or On or before March 26, 1987
Possessory Interest
Agency shall convey possession
and/or title to'Developer of
Developer's parcel.
EXHIBIT NO. 4
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9. Issuance of Building Permits
Subject to fulfillment of this
Agreement, and subject to all
applicable City Codes, City
shall issue building permits
with respect to the project.
10. Abandonment of Public
Right of Way
Agency shall cause the
necessary abandonment of
public right of way along the
westerly and southerly
portions of the Site as
outlined on the Site Plan
(Exhibit 1).
11. Utilitv Relocation
Agency shall assist
appropriate utility company in
relocating facilities and
easements on Site as necessary
for construction of
improvements.
12. Parcel Merger/Parcel Map
Developer shall effectuate a
final parcel map for the Site.
13. Commencement of Construction
Developer shall use best
efforts to commence
construction of the project.
14. Public Improvements
Developer shall commence
construction of off-site
improvements.
12. Completion of Construction
Developer shall complete the
construction of the Phase.
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On or before March 22, 1987
On or before April 24, 1987
On or before April 24, 1987
On or before October 9, 1987
On or before April 6, 1987
In coordination with Developer
but no later than April 20,
1987
On or before October 9, 1987
EXHIBIT NO. 4
EXHIBIT NO. 5
ESCROW INSTRUCTIONS
The Disposition and Development Agreement By and Between
the Redevelopment Agency of the City of Azusa and Rogers
Toyota Inc., a California Corporation, ("Agreement") and
these Escrow Instructions are to be considered as escrow
instructions to the Escrow Agent, and Escrow Agent is
authorized to act hereunder insofar as closing escrow is
concerned.
1. As used in these Instructions, "Seller" shall mean
the party conveying title to a parcel of property, and
"Buyer" shall mean the party receiving title. These
Instructions shall apply to all conveyances of land between
Developer and Agency as described in the Agreement.
2. The Closing Date for escrow on the properties to be
conveyed shall be mutually agreed by the parties at the
opening of escrow for that property.
3. As soon as possible after opening of escrow, Buyer
will deposit an executed deed, in substantially the form as
attached hereto as Exhibits 5A, 5B or 5C, as appropriate,
with Escrow Agent on Seller's behalf. Buyer agrees to
deposit the purchase price upon demand of Escrow Agent.
Buyer and Seller agree to deposit with Escrow Agent any
additional instruments as may be necessary to complete this
transaction.
4. Insurance policies for fire or casualty are not to
be transferred, and Seller shall cancel its own policies
after close of escrow.
5. All funds received in this escrow shall be
deposited with other escrow funds in a general escrow trust
account(s) and may be transferred to any other such escrow
trust account in any State or National Bank doing business
in the State of California. All disbursements shall be made
by check for such accounts.
6. Escrow agent is authorized and instructed to comply
with the following tax adjustment procedure:
(a) Pay and charge Seller for any unpaid
delinquent'taxes and/or any penalties and interest
EXHIBIT NO. 5
PMT/DEV2762
86- 728700
thereon, and for any delinquent or non -delinquent
assessments or bonds against the property;
(b) Escrow is not to be concerned with proration
of Seller's taxes for current fiscal year if this escrow
closes between July 1 and November 1 unless current tax
information is available for title insurer. In the
event said tax information is available, Seller's taxes
shall be prorated in accordance with Paragraph 6c
below. From July 1 and the ensuing period, when tax
information is not available, Seller's prorata portion
of taxes due to close of escrow, shall be cleared and
paid by Seller, outside of escrow pursuant to provisions
of Section 5082 through 5090 of the Revenue and Taxation
Code of the State of California;
(c) From the date that tax information is
available, as per Paragraph b above, up to and including
June 30th, Seller's current taxes, if unpaid, shall be
prorated to date of close of escrow on the basis of a
365 -day year in accordance with Tax Collector's
proration requirements together with penalties and
interest if said current taxes are unpaid after December
10 and April 10. At close of escrow, a check payable to
the County Tax Collector for Seller's prorata portion of
taxes shall be forwarded to Buyer with closing
statement;
(d) Any taxes which have been paid by Seller,
prior to the opening of this escrow, shall not be
prorated between Buyer and Seller, but Seller shall have
the sole right, after close of escrow to apply to the
County Tax Collector of said County for refund of such
taxes which may be due Seller for the period after
Buyer's acquisition pursuant to Revenue and Taxation
Code Section 5096.7.
7. Escrow agent is authorized to, and shall:
(a) Pay and charge Seller for any amount necessary
to place title in the condition necessary to satisfy
Agreement;
(b) Pay and charge Buyer and Seller for any escrow
fees, charges and costs payable under Of this Agreement;
(c) Disburse funds and deliver deed when
conditions of this escrow have been fulfilled by Buyer
and Seller.
MAM
EXHIBIT NO. 5
PMT/DEV2762
as- 728700
(d) Obtain the necessary certification or withhold
the necessary funds from purchase price pursuant to
Internal Revenue Code Section 1445.
8. Recordation of instruments delivered through this
escrow is authorized if necessary or proper in the issuance
of said policy of title insurance. All time limits within
which any matter herein specified is to be performed may be
extended by mutual agreement of parties hereto. Any
amendment of, or supplement to, any instructions must be in
writing.
9. Time is of the essence in these instructions and
escrow is to close as soon as possible in accordance with
this Agreement.
10. If Escrow Agent receives notice of termination of
this escrow from either party as provided in the Agreement,
Escrow Agent shall promptly notify in writing the party not
terminating the escrow of Escrow Agent's receipt of the
notice to terminate. After the expiration of ten (10)
business days from the date Escrow Agent delivers such
notice, Escrow Agent shall return to each of the parties the
funds and documents deposited in escrow unless Escrow Agent
receives written objection from the party not terminating
the escrow.
In the event of such an objection, Escrow Agent
shall retain all funds and documents until it receives
written instructions from both parties as to the disposition
of the funds or documents or a certified copy of a final
judgment or order of a court of competent jurisdiction
resolving the rights of the parties. A judgment or order
shall be deemed final when all time for appeal, rehearing or
other comparable procedure has expired without any such
proceeding having been commenced. Escrow Agent shall also
have the right to file an interpleader action in the event
of a dispute between the parties and/or the receipt of
conflicting demands from them.
Any termination of the escrow shall be without
prejudice to the rights either party may have against the
other for any breach of covenant or warranty or any
misrepresentation under this Agreement.
11. Each party shall share equally all usual fees,
charges and costs which arise in this escrow.
-3-
EXHIBIT NO. 5
PMT/DEV2762
86- 728700
12. The parties shall execute such additional
instructions as requested by the Escrow Agent not
inconsistent with the provisions of the Agreement and these
Escrow Instructions and which are necessary or convenient to
carry out the intent of the Agreement.
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EXHIBIT NO. S
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EXHIBIT NO. 5A
GRANT DEED
Recording Requested by:
and after recordation mail to:
Adolph Solis, Secretary
Redevelopment Agency of the City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
The REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public
body, corporate and politic, of the State of California (the
"Grantor"), acting to carry out the Redevelopment Plan
(the "Redevelopment Plan") for the Central Business District
Redevelopment Project under the Community Redevelopment Law
of the State of California, hereby grants to Rogers Toyota
Inc., a California corporation (the "Grantee"), the real
property (the "Site") legally described in the document
attached hereto, labeled Exhibit A, and incorporated herein
by this reference; the Grantor hereby reserves the right to
enter upon the property, upon reasonable notice, for the
construction, reconstruction, maintenance, repair, or
service of any public improvements or public facilities
located on the Site.
1. The Site is conveyed subject to the Redevelopment
Plan and pursuant to a Disposition and Development Agreement
entered into by and among the Grantor and the Grantee, dated
19 , (herein referred to as the
"Agreement"). Said Agreement is incorporated herein by
reference and supersedes any conflicting provisions in this
Grant Deed.
2. The Grantee hereby covenants and agrees, for itself
and its successors and assigns, that during construction and
thereafter, the Grantee shall not use the Site for other
than the uses specified in the Redevelopment Plan and the
Agreement.
EXHIBIT NO. 5A
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3. The Grantee 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,
age, marital status, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Site, nor shall the Grantee itself, 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 Site.
All deeds, leases or contracts made relative to the
Site, improvements thereon or any part thereof, shall
contain or be subject to substantially the following
nondiscrimination clauses:
(i) 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, age, marital 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."
(ii) 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 and 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,
EXHIBIT NO. 5A
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religion, sex, age, 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,
sublessees, subtenants or vendees in the land
herein leased."
(iii) 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, sublessees, subtenants or
vendees in the land."
4. The Grantee shall not sell, transfer, or convey the
Property except as permitted by the Agreement.
5. As provided in the Agreement, the Grantor shall
have the right at its option to reenter and tale possession
of the Site hereby conveyed with all improvements thereon
and to terminate and revest in the Grantor the Site hereby
conveyed to the Grantee if the Grantee (or its successors in
interest) shall:
(i) Fail to commence the construction of the
improvements as required by the Agreement for
a period of sixty (60) days after written
notice thereof from the Grantor; or
(ii) Abandon or substantially suspend construction
of the improvements for a period of ninety
(90) days after written notice thereof from
the Grantor; or
EXHIBIT NO. 5A
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(iii) Transfer, or suffer an involuntary transfer
of, the Property, or any part thereof in
violation of the Agreement; or
(iv) Commit any other material default pursuant to
such Agreement.
Such right to reenter, terminate and revest shall
not be exercised with respect to any portion of the Site as
to which a Certificate of Completion has issued (pursuant to
Section 323 of the Agreement) for all improvements to be
constructed on such portion of the Property pursuant to the
Agreement.
The right to reenter, repossess, terminate and
revest shall further be subject to and be limited by and
shall not defeat, render invalid, or limit:
(i) Any mortgage or deed of trust permitted by the
Agreement; or
(ii) Any rights or interests provided for the
protection of the holders of such mortgages or
deeds of trust.
The right to reenter, repossess, terminate and
revest with respect to the Site shall terminate when the
Certificate of Completion regarding the improvements to be
constructed on the Site has been recorded by the Grantor.
Upon revesting of the Site or any part thereof, the
Grantor shall, pursuant to its responsibilities under State
law, use its best efforts to resell the Site or any part
thereof as soon and in such manner as the Grantor shall find
feasible and consistent with the objectives of such law and
of the Redevelopment Plan, as it may be amended, to a
qualified party or parties (as determined by the Grantor)
who will assume the obligation of mailing or completing the
improvements or such other improvements in their stead as
shall be satisfactory to the Grantor and in accordance with
the uses specified for such Site or part thereof in the
Redevelopment Plan. Upon such resale of the Site the
proceeds thereof shall be applied:
(i) First, to reimburse the Grantor, on its own
behalf or on behalf of the City of Port
Hueneme, for all costs and expenses incurred
by the Grantor, including but not limited to,
salaries to personnel engaged in such action,
EXHIBIT NO. 5A
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L
0
in connection with the recapture, management,
and resale of the Site or part thereof (but
less any income derived by the Grantor from
the Site or part thereof in connection with
such management); all taxes, assessments, and
water and sewer charges with respect to the
Site or part thereof (or, in the event the
Site is exempt from taxation or assessment or
such charges during the period of ownership
thereof by the Grantor, an amount, if paid,
equal to such taxes, assessments, or charges,
as as would have been payable if the Site were
not so exempt); any payments made or necessary
to be made to discharge any encumbrances or
liens existing on the Site or part thereof at
the time of revesting of title thereto in the
Grantor or to discharge or prevent from
attaching or being made any subsequent
encumbrances or liens due to obligations,
defaults, or acts of the Grantee, its
successors or transferees; any expenditures
made or obligations incurred with respect to
the mailing or completion of the improvements
or any part thereof on the Site or part
thereof; and any amounts otherwise owed to the
Grantor by the Grantee and its successor or
transferee; and
(ii) Second, to pay to the Grantee or its successor
or transferee, the balance then remaining.
The rights set forth in this paragraph 5 are to be
interpreted in light of the fact that the Grantor hereby
conveys the Site to the Grantee for redevelopment and not
for speculation in 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 of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any
successor of Grantee to the Site 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.
EXHIBIT NO. 5A
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7. Except as otherwise provided, the covenants
contained in this Grant Deed shall remain in effect as set
forth in the Agreement. The covenants against
discrimination shall remain in perpetuity.
8. The covenants contained in paragraphs 2, 3, 4, 5
and 6 of this Grant Deed shall be binding for the benefit of
the Grantor and its successors and assigns, and such
covenants shall run in favor of the Grantor 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 of any 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, 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.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their
respective officers thereunto duly authorized, this
day of 19
APPROVED AS TO FORM:
By:
Peter M. Thorson
Counsel for Grantor
REDEVELOPMENT AGENCY OF
THE CITY OF AZUSA
02
Eugene F. Moses
Chairman
By:
Secretary
The provisions of this Grant Deed are hereby approved
and accepted.
APPROVED AS TO FORM:
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ROGERS TOYOTA, INC.
a California Limited
Partnership
5Z
EXHIBIT NO. 5A
Page 6 of 7
Clifton M. Rogers
President
0 0
EXHIBIT N0. 5B
GRANT DEED
Recording Requested by:
and after recordation mail to:
Adolph Solis, Secretary
Redevelopment Agency of the City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
GRANT DEED
For valuable consideration, the receipt of which is
hereby acknowledged,
The REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public
body, corporate and politic, of the State of California (the
"Grantor"), acting to carry out the Redevelopment Plan
(the "Redevelopment Plan") for the Central Business District
Redevelopment Project under the Community Redevelopment Law
of the State of California, hereby grants to Clifton M.
Rogers and Lillie Mae Rocers, husband and wife, as joint
tenants, (the "Grantee"), the real property (the "Site")
legally described in the document attached hereto, labeled
Exhibit A, and incorporated herein by this reference; the
Grantor hereby reserves the right to enter upon the
property, upon reasonable notice, for the construction,
reconstruction, maintenance, repair, or service of any
public improvements or public facilities located on the
Site.
1. The Site is conveyed subject to the Redevelopment
Plan and pursuant to a Disposition and Development Agreement
entered into by and among the Grantor and the Grantee, dated
April 21, 1986 , (herein referred to as the
"Agreement"). Said Agreement is incorporated herein by
reference and supersedes any conflicting provisions in this
Grant Deed.
2. The Grantee hereby covenants and agrees, for itself
and its successors and assigns, that during construction and
thereafter, the Grantee shall not use the Site for other
than the uses specified in the Redevelopment Plan and the
Agreement.
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3. The Grantee 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,
age, marital status, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Site, nor shall the Grantee itself, 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 Site.
All deeds, leases or contracts made relative to the
Site, improvements thereon or any part thereof, shall
contain or be subject to substantially the following
nondiscrimination clauses:
(i) 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, age, marital 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."
(ii) 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 and 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,
Page 2 of 7
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religion, sex, age, 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,
sublessees, subtenants or vendees in the land
herein leased."
(iii) 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, sublessees, subtenants or
vendees in the land."
4. The Grantee shall not sell, transfer, or convey the
Property except as permitted by the Agreement.
5. As provided in the Agreement, the Grantor shall
have the right at its option to reenter and tale possession
of the Site hereby conveyed with all improvements thereon
and to terminate and revest in the Grantor the Site hereby
conveyed to the Grantee if the Grantee (or its successors in
interest) shall:
(i) Fail to commence the construction of the
improvements as required by the Agreement for
a period of sixty (60) days after written
notice thereof from the Grantor; or
(ii) Abandon or substantially
of the improvements for
(90) days after written
the Grantor; or
Paae 3 of 7
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suspend construction
a period of ninety
notice thereof from
0
0
(iii) Transfer, or suffer an involuntary transfer
of, the Property, or any part thereof in
violation of the Agreement; or
(iv) Commit any other material default pursuant to
such Agreement.
Such right to reenter, terminate and revest shall
not be exercised with respect to any portion of the Site as
to which a Certificate of Completion has issued (pursuant to
Section 323 of the Agreement) for all improvements to be
constructed on such portion of the Property pursuant to the
Agreement.
The right to reenter, repossess, terminate and
revest shall further be subject to and be limited by and
shall not defeat, render invalid, or limit:
(i) Any mortgage or deed of trust permitted by the
Agreement; or
(ii) Any rights or interests provided for the
protection of the holders of such mortgages or
deeds of trust.
The right to reenter, repossess, terminate and
revest with respect to the Site shall terminate when the
Certificate of Completion regarding the improvements to be
constructed on the Site has been recorded by the Grantor.
Upon revesting of the Site or any part thereof, the
Grantor shall, pursuant to its responsibilities under State
law, use its best efforts to resell the Site or any part
thereof as soon and in such manner as the Grantor shall find
feasible and consistent with the objectives of such law and
of the Redevelopment Plan, as it may be amended, to a
qualified party or parties (as determined by the Grantor)
who will assume the obligation of mailing or completing the
improvements or such other improvements in their stead as
shall be satisfactory to the Grantor and in accordance with
the uses specified for such Site or part thereof in the
Redevelopment Plan. Upon such resale of the Site the
proceeds thereof shall be applied:
(i) First, to reimburse the Grantor, on its own
behalf or on behalf of the City of Azusa, for
all costs and expenses incurred by the
Grantor, including but not limited to,
salaries to personnel engaged in such action,
Page d of 7
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in connection with the recapture,_ management,
and resale of the Site or part thereof (but
less any income derived by the Grantor from
the Site or part thereof in connection with
such management); all taxes, assessments, and
water and sewer charges with respect to the
Site or part thereof (or, in the event the
Site is exempt from taxation or assessment or
such charges during the period of ownership
thereof by the Grantor, an amount, if paid,
equal to such taxes, assessments, or charges,
as as would have been payable if the Site were
not so exempt); any payments made or necessary
to be made to discharge any encumbrances or
liens existing on the Site or part thereof at
the time of revesting of title thereto in the
Grantor or to discharge or prevent from
attaching or being made any subsequent
encumbrances or liens due to obligations,
defaults, or acts of the Grantee, its
successors or transferees; any expenditures
made or obligations incurred with respect to
the mailing or completion of the improvements
or any part thereof on the Site or part
thereof; and any amounts otherwise owed to the
Grantor by the Grantee and its successor or
transferee; and
(ii) Second, to pay to the Grantee or its successor
or transferee, the balance then remaining.
The rights set forth in this paragraph 5 are to be
interpreted in light of the fact that the Grantor hereby
conveys the Site to the Grantee for redevelooment and not
for speculation in 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 of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any
successor of Grantee to the Site 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.
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7. Except as otherwise provided, the covenants
contained in this Grant Deed shall remain in effect as set
forth in the Agreement. The covenants against
discrimination shall remain in perpetuity.
8. The covenants contained in paragraphs 2, 3, 4, 5
and 6 of this Grant Deed shall be binding for the benefit of
the Grantor and its successors and assigns, and such
covenants shall run in favor of the Grantor 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 of any land or interest therein to which such
covenants relate. The Grantor, in the event of anv breach
of any such covenants, shall have the right to exercise all
of the rights and remedies, 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.
IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed on their behalf by their
respective officers thereunto duly authorized, this
day of; 1 .` .S 19 ...i
APPROVED AS TO FORM:
1
Peter M. Thorson
Counsel for Grantor
REDEVELOPMENT AGENCY OF
THE CITY OF AZUSA
By:( �_/, %) I _y'/.�
Eu ne F. Moses
Ch rirmag
Secreta
The provisions of this Grant Deed are hereby approved
and accepted.
Clifton M. Rogers
Page 6 of 7
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e Mae Rogers
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this ' day of - .1`in , before me,
a Notary Public, State of California, duly commissioned and
sworn, personally appeared `� �7v
and P. C') C , •S , known to me to
be the Chairman and Secretary, respectively, of the
Redevelopment Agency of the City of Azusa, a public
corporation, that executed the within instrument on behalf
of said public corporation therein named, and acknowledged
to me that such public corporation executed the within
instrument pursuant to a resolution of the members of said
public corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal on the day and year in this
certificate first above written. l
Notary Public
State of California
[Insert Acknowledgment for Grantee]
Page 7 of 7
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11
OFFICIAL SEAL
i
CONSTANCELARA
4mry Public-CWHOMia
.F��S.
LOS ANGELES COUNTY
�'m" •
yy Co,,. EW. Fac. 25.1987
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11
EXHIBIT "A" •
THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
Those portions of Lots 20 and 21 of Tract No. 13641, in the city of
Azusa, as shown on map recorded in Book 328 Pages 18 and 19 of Maps,
in the office of the county recorder of said county, and that portion
of Lot 4 of Tract No. 13426, in the city of Azusa, as shown on
recorded in Book 26B Page 40 of Maps, map
in the office of the county
recorder of said county, included within
boundaries: the following described
Beginning at the Southwesterly corner of said Lot 20; thence along the
Westerly line of said Lot 20, and the Westerly line of said Lot 21,
North 000 06' 21" East, 61.81 feet to the Easterly terminius of that
course having a bearing and distance of North 73. 23' 08" West, 12.52
Peet, in the Northerly line of Parcel I6 of the Highway Right of Way
relinquished (Rel -709) to the City of Azusa by resolution of the
California Highway Commission, a certified copy of which resolution is
recorded in Book R3279 Page 904 of Official Records, in said office,
and as shown on map recorded in Book 7 Pages 91 to 98 inclusive of
State Highway Maps, in said office; thence along the Easterly
prolongation of last said course, South 73. 23' OB" East, 130.05 feet
to the Easterly line of said Lot 20; thence South 89. 54' 12" East,
10.08 feet to the centerline of that alley, 20.00 feet wide, as shown
on the map of said Tract No. 136413 thence continuing South 89. 54'
12" East, 10.08 feet to the Westerly line of said Lot 4; thence South
89• 53' 22" East, 133-17 feet; thence South 750 21' 18" East, 27.89
feet to the Westerly line of the Easterly 10.00 feet of said Lot 4;
thence along last said Westerly line South 00. Ob' 38" West, 17.81
feet to the Southerly line of said Lot 4; thence along said Southerly
line North 89. 54' 50" West, 165.00 feet to said Westerly line of said
Lot 4; thence along a line perpendicular to said centerline, North 899
53' 39" West, 10.08 feet to said centerline; thence continuing North
890 53' 39" West, 10.03 feet to the Southeasterly corner of said Lot
20; thence along the Southerly line of said Lot 20, North 89. 54' 50"
West, 124.69 feet to the point of beginning.
PARCEL 2:
Lots 5,
6
and 7 of Tract No.
13426, in the city
of Azusa,
recorded
in
Book 268 Page
40 of Maps, in the
as per map
recorder
of
said county.
office of the county
EXCEPT therefrom the East 10 feet of said lots.
Saving, excepting and reserving all oil, gas and other minerals in and
under ti said property together
Portion with the exclusive rights to use such
on of said property lying more than 500 feet below the surface
thereof for the extraction of oil, gas and other minerals from said
property or properties in the vicinity thereof; however, with no right
of surface entry whatsoever, in deed recorded November 29, 1976 as
Instrument No. 78-1323374.
PARCEL 3:
Lots 17, 18 and 19 of Tract No. 13641, in the city of Azusa, as per
map recorded in Book 328 Pages 18 and 19 of Maps, in the office of the
county recorder f said county.
86- '78'700
0 0
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this day of , before me,
a Notary Public, State of California, duly commissioned and
sworn, personally appeared
and , known to me to
be the Chairman and Secretary, respectively, of the
Redevelopment Agency of the City of Azusa, a public
corporation, that executed the within instrument on behalf
of said public corporation therein named, and acknowledged
to me that such public corporation executed the within
instrument pursuant to a resolution of the members of said
public corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal on the day and year in this
certificate first above written.
Notary Public
State of California
(Insert Acknowledgment for Grantee]
EXHIBIT NO. 5A
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0
EXHIBIT NO. 6
SCOPE OF DEVELOPMENT
I. GENERAL DESCRIPTION
r]
The Site is approximately 104,250 square feet. It is
generally located on the Southwest corner of Azusa Avenue
and the I-210 Freeway. The Site also fronts on San Gabriel
Avenue.
Developer shall develop a 19,500 square foot franchise
new automobile sales and service complex.
Developer, its architect, engineer, and contractor shall
work closely with the Agency's staff and planning
consultant, and the City's planning staff to coordinate
design, color, and landscaping details which are subject to
Agency approval.
II. DEVELOPMENT
Developer shall construct or cause the construction of a
19,500 square foot franchise new automobile sales and
service complex. The complex shall be called "Canyon City
Auto Center," or such other name as Agency may approve,
Said building shall generally be constructed of masonry,
EXHIBIT NO. 6
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concrete or concrete block, corrugated tin, steel, or other
such prefabricated metal panels or components shall not be
utilized for exterior walls, unless specifically approved by
the Agency.
Developer may construct and use a temporary showroom on
Site in accordance with City Codes until completion of
construction under this Agreement. Plans for such temporary
structure shall be approved by the Agency.
A. Architecture and Desiqn
The improvements shall be of high architectural
quality, and shall be effectively and aesthetically
designed. The shape, scale of volume, exterior design and
exterior finish of each building shall be visually and
physically related to and an enhancement of each other and
Municipal Code, and describe in reasonable detail the
architectural character intended for Developer's
improvements.
B. Signs
Signs shall be limited in size, subdued and
otherwise designed to contribute positively to the
environment. Signs identifying the building use will be
permitted, but their height, size, location, color, lighting
EXHIBIT NO. 6
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and design will be Subject to Agency approval and shall
conform to the Azusa Municipal Code. Developer shall be
entitled to sign height of 55 feet on Northerly boundary of
site and 35 feet on Easterly boundary.
C. Building Setbacks
Building setbacks shall be approved by the Agency
and shall conform to the Azusa Municipal Code.
D. Building Height
Building heights shall not exceed that permitted by
the applicable zoning.
E. Access
Vehicular access shall be as shown on Exhibit No.
1, Site Plan.
F. Loading
Adequate loading and unloading space shall be
provided as required by Azusa Municipal Code. Loading
spaces visible from streets shall be landscaped or screened
to prevent an unsightly or barren appearance.
EXHIBIT NO. 6
Page 3 of 7
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•
G. Screening
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All outdoor storage of materials or equipment shall
be enclosed or screened by walls, landscaping or enclosure
to the extent and in the manner required by the Agency.
H. Landscaping
Developer shall maintain landscaping within the
public rights-of-way and within setback area along all
street frontages and within all parking areas. Landscaping
shall consist of trees, shrubs and installation of an
irrigation system adequate to maintain such plant
material. The type and size of trees to be planted,
together with landscape plan, shall be subject to Agency
approval prior to planting. Developer shall provide
additional on-site landscaping in lieu of City's requirement
of street trees.
I. utilities
All utilities on the Site to serve the development
shall be underground or enclosed at Developer's expense
whenever physically and economically feasible, or when not
feasible, all above -ground utilities shall be placed at the
rear of the Site.
EXHIBIT NO. 6
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86- 728700
J. Parking
On-site parking shall be as required by the Azusa
Municipal Code.
K. Painting
All exterior painted walls shall be painted by
Developer with a color(s) subject to Agency approval which
approval shall not be unreasonably withheld if consistent
with manufacturer's requirements.
L. Fencing
Developer shall construct a block wall or steel rod
iron fence on the North side of the Site adjacent to the
Azusa Avenue off -ramp to the Foothill Freeway (I-210).
III. EASEMENTS
Developer shall grant and permit or cause the granting
and permission of all necessary and appropriate easements
and rights for the development of the Site, including but
not limited to temporary construction easements and ease-
ments and rights of vehicular access, pedestrian access,
parking, structural support, sanitary sewers, storm drains,
EXHIBIT NO. 6
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86- 728700
water, electrical power, telephone, natural gas, as are
necessary for and consistent with the development as
contemplated herein.
IV. CONTROLS AND RESTRICTIONS - MISCELLANEOUS
Controls and restrictions consistent with this Agreement
including but not limited to minimum size parking spaces and
minimum loading facilities shall be consistent with the
Azusa Municipal Code.
V. IMPROVEMENT, FACILITIES, UTILITIES, DEMOLITION, SITE
CLEARANCE, AND ON AND OFF-SITE WORK
Developer shall provide or cause to be provided at its
cost and expense, the off-site improvements such as curbs
and sidewalks, utilities, except to site, demolition, size,
clearance and site preparation as described in this
Paragraph V. The description of such items in this
Paragraph V is for the purpose of establishing general
guidelines to assist the parties in the preparation of plans
and specifications. The plans and specifications, when
approved by the parties and the City as provided in the
Agreement, shall embody the work which is the obligation of
Developer.
EXHIBIT NO. 6
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All improvements to be constructed by Developer shall be
constructed or installed in accordance with the technical
specifications, standards and practices of the City and in
accordance with approved plans and specifications.
Developer plans for such public improvements shall be
submitted to the Agency for review and approval prior to
advertising for bids. All such activities shall be
completed in accordance with high architectural standards at
a time and in a manner consistent with Developer design and
construction efforts; however, when public improvements are
under construction or are completed, any unreasonable
changes required by either party, except for changes which
are necessary for the work to conform to the technical
specifications, standards and practices of the City and in
accordance with approved plans and specifications.
Participant's plans for such public improvements shall be
submitted to the Agency for review and approval prior to
advertising for bids. All such activities shall be
completed in accordance with high architectural standards at
a time and in a manner consistent with this Agreement and
Participant's design and construction efforts; however, when
public improvements are under construction or are completed,
EXHIBIT NO. 6
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86- 728700
any unreasonable changes required by either party, except fir/
for changes which are necessary for the work to conform to
the previously agreed upon and approved plans and
specifications, shall be at the expense of the party
requesting such change.
EXHIBIT NO. 6
Page 8 of 7
PMT/DEV2762
86- 728700
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