CDC - Item 5A - 1515 Walnut GroveE M E
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PoRAiED
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ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
STAFF REPORT
TO: THE HONORABLE CHAIRMAN AND COMMISSIONERS
FROM: OLIVER CHI, EXECUTIVE DIRECTOR &Q4.
DATE: OCTOBER 28, 2008 SUBJECT: 1515 WALNUT GROVE (COUNTRYWIDE BUILDING)
SUMMARY
The City was recently contacted by Jim McCann of the law firm of Wilson, Sonsini,
Goodrich & Rosati in Palo Alto, California, who is representing the property owner of the
Countrywide building located at 1515 Walnut Grove Avenue. According to Mr. McCann,
the property is currently in the process of being refinanced. During this process, it was
discovered that in 1979 the Rosemead Redevelopment Agency (now the Community
Development Commission) entered into a Disposition and Development Agreement
(DDA) with the property owner. The details of the DDA are unclear as a copy of the
document cannot be found by the property owner or the City. Since the DDA is
referenced in the Grant Deed (Attachment A), refinancing the property cannot take
place unless that language is removed by the Commission.
Mr. McCann is now requesting that the Commission consider removing the DDA
obligations from title. This can be accomplished through the quitclaim process.
Escrow is scheduled to close on November 4, 2008 and is contingent upon the removal
of this language.
Staff Recommendation
Staff recommends that the Commission authorize the Executive Director to execute a
Quitclaim of the Commission's interests in the property located at 1515 Walnut Grove
Avenue.
ANALYSIS
By entering into a DDA, the Redevelopment Agency would be authorized to require that
a building be constructed and operated in a certain way. The building requirements are
met at the completion of construction and any business operational requirements can
be in place for 5-10 years. During this time, the operational requirement language is
recorded on the property. Upon successful completion of the operational requirements,
a redevelopment agency would issue a Certificate of Completion that confirms all
obligations as required under the DDA have been met. This would then clear any title
issues linked to the property as part of the DDA. In this case, the Commission has not
APPROVED FOR CITY COUNCIL AGENDA: 0 '
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Community Development Commission
October 28, 2008
Page 2 of 2
issued a certificate of completion. Therefore, all deed restrictions recorded on the
property in 1979 are still in place. The Commission's legal counsel has reviewed the
title report for the property and it appears that the Commission did not set-up any
operational covenants or guidelines that need to now be enforced.
Mr. McCann, on behalf of the property owner, is now requesting that the Commission
consider approving a quitclaim deed that would clear the title on the property of any
further obligations to the City. Although it cannot be known whether the DDA was
satisfied, it is likely that any operational obligations were met given the age of the DDA
(approximately 30 years old). The quitclaim deed removing the language on the grant
deed is attached to this report (Attachment B).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepa Y*
Mi h le G. Ramirez
Economic Development Administrator
Submi by:
Bri aeki
Assistant Executive Director
Attachment A - Grant Deed
Attachment B - Quitdaim
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ATTACHMENT
Attached is the document you (or someone on your behalf)
requested. As required by Section 12956.1(b) of the California
Government Code, please take note of the following:
"If this document contains any restriction based on race, color,
religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income (as defined in
subdivision (p) of Section 12955 of the Government Code) or
ancestry, that restriction violates state and federal fair housing laws
and is void, and may be removed pursuant to Section 12956.2 of the.
Government code. Lawful restrictions under state and federal law on
the age of occupants in senior housing or housing for older persons
shall not be construed as restrictions based on familial status."
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RECORDING REQVESTED 8Y; 80-0615 +•°waw f
California Federal {
3670 Wilshire Blvd. FEE $ 1Z P
Las Angeles, Calit, 96036
WHEN RECORDED, NAIL TO: o~41MMT Tru{vcn T.T
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GRANT DEB -
For valuable consideration, receipt of which is hereby
acknowledged,
THE ROSENxAn REDEVELOPMENT AGENCY, a public body, corporate
and politic, of the State of California, herein called "Grantor",
acting to carry out the Redevelopment_Plan for the Rosemead
Redevelopment Project No, 1 (which plan is hereinafter referred
to as the "Redevelopment Plan") under the Community Redevelopment
O Law of California, hereby grants to- CALIFORNIA FEDERAL SAVINGS
d
AND LOAN ASSOCIATION, a federally chartered Savings and Loan
.Association, as "Grantee", the real property (hereinafter
referred to as the "property"), described in the documane attached
i
a` heret", labelled Exhibit "A" and incorporated herein by this
Cl
reference.
1. Grantor excepts and reserves arty and all right-
or-way easemenLS or fee title, presently of record, to any
and all portions of Walnut Grove Avenue which might othe-wise
pass with a conveyance of the Property.
3 the Property is conveyed subject to thr Redevelopment
Plan and pursuant to a Disposition and Development Agreftaant entered
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into by and between Grantor and Grantee and dated November 26.
1979 (herein called "Agreement"). The Pvooerty is conveyed
subject to caoementa and rights-of-way of record.
1. The Grantee hereby covenants by and for itself its -
assigns and all persons claiming.undar or through it that during
construction and thereafter the Grantee Qhall not use the Property
for other than the uses specified in the Redevelopment Plan and
the Agreement.
6. The Grantee hereby covens:.- e. - for itself its
assigns and all persons claiming underor through it to mnintein
the improvements, landscaping and facility in accordance with
Lhe prJV'ision-t of Section 402 of the Agreement.
5. Prior to the issuance of a Carcii.~.Ca m ~amplacian
by the Grantor as provided in the Agreement, the Grantoo shall
not, except as permitted by the Agreement, sell, transfer, convey,
assign or lease the whole or any part of the Property without the
prior approval of the Grantor. This prohibition shall not apply
subsequent to the issuance of a Certificate of Completion with
respect to the completed improvements upon the Property ar any
parcel thereof for which a Certificate of Camflletian ham bete _
issued. This prohibition shall not be deemed to prevent the
granting of temporary easements or permits to facilitate tba
redevelopment of the Property or to prohibit or restrict the leasing
of any part or parts of a building or structure when said ieprove-
ments have been-cobipleted:'
6. SubSeet to the provisions of Section 511 of the Aareeaont.
the Grantor shall have the additfamal right, at its option, to
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reenter and take
possession of the uncompleted Property or
parcels thereof herrhy conveyed with all improvements thereon,
and xavsat in the C;artar the estate conveyed to the Grantee,
if after conveyance or title and prior to issuance of a Certificate
of Completion for the Property or parcel thereof, and subject
to the extanaian of time get forth in Section 605 of the Agreement,
the Grantee (or successor in interest) shall:
(a) Fail to commence or proceed with construction
of the improvements as required by the Agree-
went: or
(b) Abandon or substantially suspend construction
of the improvements for a pert µ =T w-_
(3) months after written notice of such
ib"ndonment or suspension frog the Grantor; or
(c) Transfer, or suffer any involuntary transfer
of, the Property, or any part thereof, in
violation of paragraph 5 of this Grant Feed,
and such violation shall not be cured within
thirty (30) days after vritten demand by
Grantor
Such right to reenter, repossess, and revest shall be
subordinate and subject to and be limited by grid shall not defeat,
render invalid, or limit-
(a) Any martga~c, dew of ttvist or other decurity
instrument or male and lease-back or other
conveyance for financing permitted by the
Agreement;
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(b) Any rights or interest, provided in the
Agreement for the protection of the
holders of such mortgages, deeds of
trust or other security instruments,
the lessor under a sale and lease-
back.
The rights established in this paragraph 6 shall not
apply to the Property after a Certificate of Completion has
been iecorded therefor as provided in the Agreement.
? The Grantee covvnnants by and for itself, its
nsigns, and all persons claiming under or througt: ii, c.nere
shall be no discrimination against or segrevar►oa of, any person
or group of persons on account of race, color, craau', caltgiart, - -
sex, marital status. national origin, or ancestry in the sale,
lease, sublease,.transfer, use, occupancy, tenure or enjoyment
of the Property, nor shall the Grantee itself or any persons
c-aiding under or through it establish or permit any such
practice or practices of discrimination or segregation with
reference ra the selection, location, number, use or occupancy
or tenants, lessees, subtenants, sublessees, or vendees on the
Prooerty. The foregoing covenants shall rum with tha land.
All deeds, leases, or contracts made relative to the
property, improveneata thereoo, or any "art thereof, ah411 contain
or be subject to substantially the following nondfscrimJmtioa
clauses.
(ex) _in deeds: "Me Grantee herein covenants by and for
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4-tom- 40611 i
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itself, and its assigns, and all parsons
claiming under or through it, that there
shall be no discrimination against or
segregation of, any person or group of persona 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 harem
conveyed, not shall the Grantee itself or any
person claiming undef or through it, establish
or permit any such practice or practices of
discrimination of aagregation wilh reference to
the selection, location, numlei, ~ba ox occupancy `
of tenants, leaaaea, subtenants, aublessaes or
vandeas in the land herein conveyed. The foregoing
covenants shall run with the land."
(b) In leases: 'The lessee herein. covenants by and
for itself, and Ica assigns and all perm= claiming
under or through it, 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 ptreone, on
account of race, color, creed, religion, sex,
marital status, national origin or ancestry, in the
leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the land herein leaned, nos
shall the lessee itself, or any person claming under or
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through him, establish or permit any such practice
of practices of discrimination or segregation with
reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees
or vandees of the land borein leased."
(c) In contracts; "There shall be no discrimination
against or segregation Of, any person or group of
parsons on account of face, color, creed, religion,
seat, martial status, national origin, or ancestry
in the sale, lease, sublease, transfer, use. occupancy.
tenure or enjoyment of the Saari Wnnr shall the transferee
himself or any person claiming under or through him
establish or permit any such practice or practices
of discrirsiration or segregation with reference to
the selection, location, number, use, or occupancy
of tenants, lessees, subtenants, sublessees or veodees
o f the 1 and.
B. No violation or breach of the covenants, conditions,
restrictiors.provisians er liwitatioas contained in this Grsut
Deed shall defeat or render invalid or in any vay impair the lien
or charge of any mortgage. deed of trust or other financing or
security instru=cat permitted by the Agreement: provided. I=w-
ever, that any successor of Grantee to the Property or parcels
thereof shall be bound by surli remaining covenants, conditions,
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W 406157
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restriction's limitations and provisions, whether such successor's
title vas acquired by foreclosure, dead in lieu of foreclosure.
truarao's sale or otherwise.
4. Excapt as otherwise provided, the cavenanta contained
in this Grant Wad shall remain in effect for the duration of
the Redevelopment Plan and shall be of no further force or
effect after June 27, 2117 The covenants against discrimination
set forth in paragraph 7 shall remain in perpetuity.
10 The covenants contained in paragraphs 3, 4,. 5, 6 and
7 of tbis Grant Deed shall be binding for the benefit of the
Grantor and ire succeaoors and assigns and such, covenants shall
run in favor of the Crantor and for the en's-~_rm•+^•! a+arino
which such covenants shall be in force and effect, without
regard to whether the Grantor is or remains sr. 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 axereiae all of the rights and 4 dies. and
to maintain any actions at.law or suits in equity or other
proper pr.ceedings to enforce the curing of such breach- Tha,
is contained in this Gant Deed dhali be for the benefit
of and shall be enforceable only by the Creator and its successors.
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W-406157
IN WITNESS WHSR80P, tbo Grantor and Grantee have
caused thia instrument to be executed on their behalf by
their rno,errive off'cerx theraunto duly authorized, this _
21st day of IRrt1____ 1980,
ROSSKM UDEVEGOPNENT AGENCY
APPROVED- ' l
ty r
8y LSQ
ounse or antor
The provisions of thir Grant Deed are hereby tpproved
and accepted.
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80- 406157
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On April 21. LM before me; tba aadersived.
a 1tucary PuAf.t %a and for said chanty and State.
Feraarafiy appeared WUIS IM, JR., bmewn to as
to be the a'eairram, and Fu ES POOGRECV3, Larval,
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to me to to the parsons Who executed the within
laatruxne on b*balf of the 5,edsw1opment Apwy
therein aame3, and eckaowisdAed to se cleat such
P-fsreiapmea: Aseaq esecnted the within fssttbmcm
rursmant to r_:'=cizariaa of Its sr board of diraetara.
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Lot 27 of Tract No. 701 of the Rancho FOtter9
Grande, in the City of Rosemead, in the County of Los
A+,yelea, State ui CaliLucuib, aG per cap recorded in '
Book 16, pages 110 and 111, of maps, in the office 'of the
County Recorder of said County,
Eseept the easterly 10 feet thereof.
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EXHIBIT "A"
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RECORDING REQUEsri:i) I3Y AND
WHEN RECORDED MAIL10:
WILSON SONSINI GOODRICH & ROSATI
650 Page Mill Road
Palo Alto, California 94304
Attn: Mr. James P. McCann
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(SPACE ABOVE THIS LINE RESERVED
QUITCLAIM DEED
FOR GOOD AND VALUABLE CONSIDERATION, receipt and adequacy of which is hereby acknowledged, ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION ("Commission"), a public body corporate and politic and successor-in-
interest to the Rosemead Redevelopment Agency. ("Commission"), does remise, release and forever quitclaim to
POTTERS AVENUE LIMITED PARTNERSHIP ("Potters Avenue'), successor-in-interest to Cal-Mead Associates:
All right, title and interest Commission has in that Disposition and Development Agreement ("Agreement") dated
November 25, 1979, by which Commission's predecessor-in-interest transferred title to California Federal Savings and
Loan Association. Title to that property known as
Assessor's Parcel No. 5729-027-001 and commonly known as 1515 Walnut Grove Avenue,
Rosemead, California ("Property'), as described in Exhibit "A" and shown in Exhibit "B" attached
hereto, and incorporated herein by reference,
with the exception of those covenants of non-discrimination required by the California Health and Safety Code to remain
binding on the Property in perpetuity. The Agreement was memorialized by a vesting deed recorded against the Property
as Document No. 80-406157. Dated April 21st, 1980 and the covenants of non-discrimination are included therein as Item
Seven (7).
DATE: October 28. 2008
John Tran, Mayor, Commission Chair
Rosemead Community Development Commission
STATE OF CALIFORNIA
COUNTY OF
SS.
On before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
LA #4836-8983-3475 vl
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Exhibit "A"
Lot 23 of Tract No. 701 of the Rancho Potrero Grande, in the City of Rosemead, in the County of Los Angeles,
State of California, as per map recorded in Book 16, pages 110 and 111, of Maps, in the office of the County Recorder of
said County, except the easterly 10 feet thereof.
LA #4836-8983-3475 v I
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Exhibit "B"
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LA #4836-8983-3475 vI