HomeMy WebLinkAboutResolution No. 94-R63RESOLUTION NO. 94-R63
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY,
OF THE CITY OF AZUSA APPROVING A PURCHASE AND SALE
AGREEMENT FOR THE PURCHASE OF CERTAIN REAL PROPERTY
GENERALLY LOCATED AT 613.615 NORTH AZUSA AVENUE
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1, The Community Redevelopment Agency ("Agency") of the City of Azusa
does hereby find, determine and declare as follows:
A. The Agency has received an offer to purchase certain improved real
property generally located at 613-615 North Azusa Avenue.
B. The Property is located in Azusa Central Business District
Redevelopment Project Area under the Redevelopment Plan of the City of Azusa;
C. The Agency desires to purchase, and the seller desires to sell, the
Property on the terms and conditions and for the consideration as set forth in a
Purchase and Sale Agreement;
D. The Agency is acquiring the Property by threat of condemnation
and is authorized to voluntarily acquire the Property for purposes of
redevelopment pursuant to the provisions of the Community Redevelopment Law
(Health & Safety Code 533391);
E. The acquisition of the Property is consistent with the
Redevelopment Plan for the Redevelopment Project Area. The Agency has
consulted the adopted Owner Participation Guidelines for the City of Azusa and
has proceeded in conformity thereto;
F. The purchase price for the Property, as set forth in the Purchase and
Sale Agreement, represents the fair market value of the Property and the Agency
will not use Federal funds to acquire said property.
G. The acquisition of the Property is for redevelopment purposes and
furthers the health, safety and general welfare of the residents of Azusa;
H. This agreement pertains to and affects the ability of the Agency to
finance its activities and carry out its statutory obligations and the goals of the
Redevelopment Plan. It is intended to be a contract within the meaning of
Government Code §53511; and
I. In taking this action, the Agency has considered the environmental
impact of its decision, and after careful study, has determined that this project is
categorically exempt under the provisions of the California Environmental
Quality Act, the California Environmental Quality Act Guidelines (Title 14
C.C.R. §15301) and the City of Azusa's environmental procedures. The Agency,
therefore, finds that this project will have no significant effect on the environment.
SECTION 2. Based on all of the foregoing, the Community Redevelopment Agency of
the City of Azusa hereby approves that certain Purchase and Sale Agreement for the purchase of
property generally located at 613-615 North Azusa Avenue in substantially the same form as the
agreement attached hereto as Exhibit "A" and incorporated herein by reference. The Agency
further authorizes the Chairperson of the Agency to execute said agreement in substantially the
same form as depicted on Exhibit "A".
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SECTION 3. A copy of the Purchase and Sale Agreement, executed by the Chairperson
and the Seller of the Property shall be kept on file at City Hall. Staff is directed to do all that is
necessary to effectuate the intent of the Agreement and consummate the purchase of the Property.
SECTION 4. The Agency Secretary shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED THIS 7th DAY OF November
1994
J -
Chairman
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 7th day of November 1994 by the following vote of the
Board:
AYES: BOARD MEMBERS: HARDISON, MADRID, NARANJO, BEEBE
NOES:
ABSENT
ABSTAIN
BOARD MEMBERS: NONE
BOARD MEMBERS: NONE
BOARD MEMBERS:
cAA,Ar A.wdi.A2.,e
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made this 7th day of November, 1994, by
and between THE CITY OF AZUSA REDEVELOPMENT AGENCY ("Buyer") and
BEVERLY YEDINEK AND LEWIS YEDINEK, JR. ("Seller"). In accordance
with their mutual covenants and considerations contained herein,
the parties hereto agree as follows:
1. Recitals. This Purchase Agreement is made with
respect to the following facts which the parties acknowledge and
agree are true and correct:
A. Seller is the owner of certain real property
("Property") in the City of Azusa, County of Los
Angeles, State of California, commonly known as
613-G15 N. Azusa Ave., which is more specifically
described in Exhibit "A" attached hereto and
incorporated herein by this reference.
B. Seller is acting involuntarily, under the threat of
an imminent possibility of condemnation, in making
the determination to sell and enter into this
Agreement. Therefore, Seller has elected to
negotiate the acquisition of the Property with
Buyer. Both parties acknowledge, however, that
this transaction was negotiated at arm's length and
represents the fair market value of the Property at
the time this Agreement is entered into.
C. Seller desires to 'sell, and Buyer desires to
purchase, the Property on the terms and conditions
and for the consideration set forth herein.
D. Seller and Buyer agree that the purchase price set
forth in Section 3 below represents the fair market
value of the Property.
2. Purchase and Sale. For valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller
agrees to sell, convey and deliver to Buyer and Buyer agrees to
purchase and accept from Seller, the Property, on the terms and
conditions contained hereinafter.
3. Purchase Price. The total purchase price ("Purchase
Price") for the Property is One Hundred Forty Eight Thousand and
Five Hundred Dollars ($148,500).
4. Escrow. "Escrow" Within ten (10) business days
after execution of this Agreement by Seller, Buyer and Seller shall
open an escrow at Premium Escrow ("Escrow Agent") as selected by
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Buyer in order to consummate the purchase and sale of the Property.
Escrow shall be deemed opened upon receipt by the Escrow Agent of
a fully executed copy of this Agreement, the "General Escrow
Instructions" of Escrow Agent and the "Parties' Escrow
Instructions" attached hereto as Exhibit "B" and incorporated
herein by reference, which shall collectively be considered as the
escrow instructions of the parties as to the terms and conditions
of the escrow. In the event of a conflict between this Agreement,
the General Escrow Instructions and the Parties' Escrow
Instructions, the terms of this Agreement shall prevail. The
escrow shall close when the grant deed conveying the Property to
Buyer is recorded but not later than sixty (60) days from the date
of execution of this Agreement unless extended by the provisions of
this Agreement.
5. Conveyance and Title Insurance.
A. Seller agrees to convey good, marketable, fee
simple title to the Property, by Grant Deed, to Buyer free and
clear of all recorded liens, encumbrances, assessments, leases and
taxes EXCEPT such items as may be agreed upon between the parties
pursuant to subparagraph C of this Section. Seller to pay for any
unpaid delinquent taxes and/or any penalties and interest thereon,
and for any delinquent assessments or bonds against the property.
All non -delinquent taxes, assessments and fees levied or assessed
on the Property shall be prorated between Buyer and Seller as of
the close of escrow. The Grant Deed evidencing the conveyance of
the Property from Seller to Buyer shall be in the form, and shall
contain the terms, as substantially set forth on Exhibit "C"
attached hereto and made a part hereof.
B. Title to the Property shall vest in the name of
the Redevelopment Agency of the City of Azusa.
C. As soon as practicable following the date of
this Agreement, and not later than three (3) days after opening of
Escrow, Buyer shall obtain a Preliminary Title Report on the
Property at Buyer's sole cost from Land Title Insurance Company
together with copies of all documents and instruments referred to
in the Preliminary Title Report. Buyer shall have ten (10)
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. Buyer's written notice of disapproval shall specify the
specific items on the Preliminary Report which it disapproves. In
the event Buyer disapproves the Preliminary Title Report, Seller
(at its option and its own cost) will have until the close of
escrow to cure any item on the Preliminary Title Report to which
Buyer objected in its notice of disapproval. In the event Seller
does not so cure on or before the close of escrow, either party
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will have the right to terminate the Agreement and such termination
shall not be considered a default or breach of this Agreement.
D. During escrow, Buyer shall pay for a California
Land Title Association (CLTA) Standard Coverage Policy of Title
Insurance in the amount of the purchase price of the Property set
forth in Section 3 of this Agreement, issued by Land Title
Insurance Company showing title to the Property vested in Buyer,
subject only to the following exceptions:
1. Any liens to secure payment of real estate
taxes, not delinquent;
2. The lien of supplemental taxes assessed
pursuant to Chapter 3.5 commencing with Section 75 of the
California Revenue and Taxation Code (the "Code");
3. Matters affecting the condition of title
created by Buyer, with the written consent of Seller; and
4. Those certain exceptions set forth in the
Preliminary Title Report approved or deemed approved pursuant to
Section 5(c) of this Agreement.
E. In the event that escrow does not close within
sixty (60) days from the date of execution of this Agreement due to
Buyer's failure to satisfy any conditions of said Agreement, Buyer
shall provide ten days' notice to Seller of Buyer's intent to
extend the date of the escrow. If the parties do not agree to a
written extension of the close of escrow, escrow shall not close
and this Agreement shall terminate.
6. Indemnification By Seller
Indemnification by Seller. Effective as of the closing date,
and with the exception of any acts pertaining to or arising out of
the acts of the Buyer, including but not limited to the completed
environmental audit, Seller shall indemnify and hold harmless Buyer
from and against any and all claims, damages or liabilities
(whether or not caused by negligence), including civil or criminal
fines, arising out of Seller's personal conduct including any of
the following:
(a) Any generation, processing, handling,
transportation, storage, treatment or disposal of
solid wastes or hazardous wastes by Seller onto the
Property;
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payments not yet due to be assumed by Buyer. Seller shall not be
liable for any assessments or liens imposed upon Buyer after
execution of this Agreement. Seller shall pay to cure any items of
disapproval identified by Buyer in the Preliminary Title Report, if
elected by Seller under Section 5(C) of this Agreement.
14. Binding Arbitration. ANY DISPUTE OR CLAIM IN LAW OR
EQUITY ARISING OUT OF THIS CONTRACT OR ANY RESULTING TRANSACTION
SHALL BE DECIDED BY NEUTRAL BINDING ARBITRATION IN ACCORDANCE WITH
THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND NOT BY COURT
ACTION EXCEPT AS PROVIDED BY CALIFORNIA LAW FOR JUDICIAL REVIEW OF
ARBITRATION PROCEEDINGS. JUDGMENT UPON THE AWARD RENDERED BY THE
ARBITRATIONS) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN
ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §1283.05. THE
FOLLOWING MATTERS ARE EXCLUDED FROM ARBITRATION HEREUNDER: (A) A
JUDICIAL OR NON -JUDICIAL FORECLOSURE OR OTHER ACTION OR PROCEEDING
TO ENFORCE A DEED OF TRUST, MORTGAGE, OR REAL PROPERTY SALES
CONTRACT AS DEFINED IN CALIFORNIA CIVIL CODE §2985, (B) AN UNLAWFUL
DETAINER ACTION, (C) THE FILING OR ENFORCEMENT OF A MECHANIC'S
LIEN, (D) ANY MATTER WHICH IS WITHIN THE JURISDICTION OF A PROBATE
COURT, OR (E) AN ACTION FOR BODILY INJURY OR WRONGFUL DEATH, OR FOR
LATENT OR PATENT DEFECTS TO WHICH THE CALIFORNIA CODE OF CIVIL
PROCEDURE §337.1 OR §337.5 APPLIES. THE FILING OF A JUDICIAL
ACTION TO ENABLE THE RECORDING OF A NOTICE OF PENDING ACTION, FOR
ORDER OF ATTACHMENT, RECEIVERSHIP, INJUNCTION, OR OTHER PROVISIONAL
REMEDIES, SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ARBITRATE
UNDER THIS PROVISION.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING
TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
'ARBITRATION OF DISPUTES' PROVISION DECIDED BY MUTUAL ARBITRATION
AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE A DISPUTE LITIGATED IN A COURT OR JURY TRIAL.
BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE
SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION.
IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS
PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO
SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION.
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Date:
Attest
Date:
Date:
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THE REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA (BUYER)
M
SELLER
M
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Chairman
Beverly Yedinek
Lewis Yedinek, Jr.
15. Attorneys' Fees. Should any party hereto institute
any legal action or proceeding, or should either party be made a
party to a proceeding by the escrow holder resulting from an action
by the other party, to enforce any provision hereof by reason of
the alleged breach of this Agreement, the prevailing party shall be
entitled to receive from the other party such amount as the court
may adjudge to be reasonable attorneys' fees for services rendered
to the prevailing party.
16. Notices. All notices, demands, requests and notices
under this Agreement by either party shall be hand delivered or
sent by United States mail, registered or certified postage prepaid
and addressed to the parties as follows:
"Seller" Beverly Yedinek
Lewis Yedinek, Jr.
P.O. Box 643
Stoves, MO 65078
"Buyer" The Redevelopment Agency
of the City of Azusa
213 East Foothill Boulevard
Azusa, California 91702
Attention: Executive Director
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CC: Kenneth T. Fong
BARBOSA GARCIA & SARNES
500 Citadel Dr_ve, Suite 390
Los Angeles, California 90040
Notices, demands and rec-sests served in the above
manner shall be considered sufficiently given or served for all
purposes under this Agreement at the time the notice, demand or
request is hand delivered or postmarked to the addresses shown
above.
17. Time of the Essence. Time is of the essence for
each and every term, condition, covenant, obligation and provision
of this Agreement.
18. Severability. In the event any portion of this
Agreement shall be declared by any court of competent jurisdiction
to be invalid, illegal or unenforceable, such portion shall be
severed from this Agreement and the remaining parts hereof shall
remain in full force and effect as fully as though such invalid,
illegal or unenforceable portion had never been part of this
Agreement, provided the remaining Agreement can be reasonably and
equitably enforced.
19. Binding of Successors. Subject to the limitations
set forth herein, this Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the respective parties
hereto.
20. Required Actions or Suver and Seller. Buyer and
Seller agree to execute all such instruments and documents and to
take all actions (including the deposit of funds in addition to
such funds as may be specifically provided for herein) as may be
required in order to consummate the purchase and sale herein
contemplated and shall use their best efforts to accomplish the
close of escrow in accordance with provisions hereof.
21. California Law. This Agreement shall be governed
and construed in accordance with the laws of the State of
California.
22. Waivers. No waiver by either party of any provision
hereof shall be deemed a waiver of any other provision hereof or of
any subsequent breach by either party of the same or any other
provision.
23. Captions. The captions, paragraphs and subparagraph
numbers appearing in this Agreement are inserted only as a matter
of convenience and neither define, limit, construe or describe the
scope or intent of such paragraphs of this Agreement nor in any way
affect this Agreement.
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24. Entire Agreement. This Agreement contains the
entire agreement between the parties hereto and no addition or
modification of any term or provision shall be effective unless set
forth in writing, signed by both Seller and Buyer.
25. Disclaimer of Lecal Effects. No representation,
warranty, statement or recommendation is made by Buyer or Seller or
their officers, agents, employees or attorneys regarding the legal
sufficiency, legal effect, or tax consequences of this agreement or
the transaction. Buyer and Seller acknowledge and represent that
they have each obtained the independent advice of qualified persons
concerning the legal sufficiency, legal effect and tax consequences
of this Agreement and the transaction described herein.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first written above.
SELLER
Date By:
Beverly Yedinek
Date By:
Lewis Yedinek, Jr.
Date
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BUYER
THE REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA (BUYER)
CHAIRMAN --/ _
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this day of , 19 1 before
me, a Notary Public in and for said County and State, duly
commissioned and sworn, personally appeared
personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacities, and that by his/her/their
signatures on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
State of California
(SEAL)
Name (typed or printed)
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EXHIBIT A
LEGAL DESCRIPTION
The property is described as assessor parcel number
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—JE:"
EXHIBIT B
ESCROW INSTRUCTIONS
Under the "Purchase and Sale Agreement" ("Agreement") By
and Between Beverly Yedinek and Lewis Yedinek, Sr. ("Seller") and
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, ("Buyer"), 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. The Closing Date for escrow on the Property to be
conveyed shall be the date the grant deed conveying the Property to
Buyer is recorded but not later than sixty(60) days from the date
of execution of the Agreement, unless extended in writing by both
parties pursuant to the Agreement.
2. As soon as is necessary after the opening of escrow,
Seller will deposit an executed grant deed, in a form substantially
the same as shown on Exhibit "C" to the Agreement, with Escrow
Agent and Buyer agrees to deposit a good faith deposit of Five
Thousand Dollars ($5,000). Buyer and Seller agree to deposit with
Escrow Agent any additional instruments as may be necessary to
complete this transaction. Deposit is applicable to downpayment.
3. All funds received in this escrow may be deposited
with other escrow funds in a general interest-bearing 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 upon written notice to the parties hereto. The Funds
deposited, and all interest earned thereon, shall be applicable in
full towards the Purchase Price set forth in Section 3 of the
Agreement, and shall be released to Seller upon close of escrow.
In the event Escrow does not close and the sale of the Property as
contemplated in the Agreement is not consummated, the funds
deposited (including interest earned thereon) shall be returned in
full to Buyer.
4. Escrow agent is authorized and instructed to comply
with the following tax adjustment procedure, if necessary:
A. Pay, and charge Seller for, any unpaid
delinquent taxes and/or any penalties and interest
thereon, and for any delinquent assessments or
bonds against the Property;
B. All non -delinquent taxes, assessments and fees
levied or assessed on the Property shall be
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EXHIBIT B
prorated between Buyer and Seller by Escrow Agent
as of the close of escrow, provided that all taxes
accrued as of opening date of Escrow shall be paid
solely by Seller. The Parties are exempt from the
payment of documentary transfer taxes by virtue of
Revenue and Taxation Code Section 11922.
5. Escrow agent is authorized to, and shall:
A. Pay and charge Buyer for preliminary and final
title report with Land Title Company any
amount necessary to place title in the
condition necessary to satisfy Agreement;
B. Pay and charge Buyer one half of escrow costs
escrow fees, charges and costs payable under
the Agreement;
C. Disburse funds and deliver deed when
conditions of this escrow have been fulfilled
by Buyer and Seller.
D. Obtain the necessary certification of non -
foreign status or withhold the necessary funds
from purchase price pursuant to Internal
Revenue Code Section 1445.
E. Obtain all necessary certifications or other
documents required by State or Federal law.
6. Insurance policies for fire or casualty are not to
be transferred, and Seller shall cancel its own policies after
close of escrow.
7. Recordation of instruments delivered through this
escrow is authorized if necessary or proper in the issuance of the
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 subject to the Agreement. Any
amendment of, or supplement to, any instructions must be in
writing.
8. Prior to closing, Buyer shall deliver to escrow
agent a letter stating that the requirements of the California
Environmental Quality Act have been met.
9. Time is of the essence in these instructions and
escrow is to close as soon as possible in accordance with this
Agreement.
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10. Termination of Escrow
A. 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.
B. 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.
C. 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. The parties shall execute
instructions as requested by the Escrow Agent not
the provisions of the Agreement and the Escrow
which are necessary or convenient to carry out
Agreement.
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3
such additional
inconsistent with
Instructions and
the intent of the
EXHIBIT B
Date
ATTEST
Date
Date
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THE REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA (BUYER)
SELLER
CHAIRMAN
By:
Beverly Yedinek
am
Lewis Yedinek, Jr.
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EXHIBIT N0. C
GRANT DEED
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EXHIBIT C