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CDC - Item 5A - 1515 Walnut GroveE M E 00 PoRAiED • 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 ' • • 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 • • 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." 0 0 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 NirD 0.r Tu{L !r vbY CMS,rvLo -0.4 G6MIUl"J fh 'U. , Spme us mbuve NAA~l~ sln•wn yr arb.w « A,-d ex.emnrl. r.,,~ W M SAA14 As 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 =19M.:::A-w- 7,7 a~ YJ a~ K/f}FC V 7~CG If~r✓ F 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 b`0)-- 4M5? w • 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; -3- b0- 40W&I 0 0 (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 - 4-tom- 40611 i • • 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 -5- fl-- 4061;7si • 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, -6- W 406157 • • 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. -7- 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. 'f B V erg, APPROVSD~ i HYA~ W n~ tor rantce -B- 60- 406157 • 0 Il'r praw•r 80- 406157 ITWE of CAUMILMA, CL'C.vn OF AKZ 21, 1980 • , wk. panaal:r.tD,•nd ~'+>de~ R Hnt16t _ 17 1 a~~~_w hsfdr•t \a•w• m ms m M ilm ~ ul.Fi ~"i = ,r Y4e r ne tn.a -e su .a ~t • . a IAs rvzpxdLe IW r•x+Y+d ur .a6fa [erlaw.tex ~ t d d larraswi .a W69 J Lk, r«rp-,r... rlehre .-d wed m - ' lL~•. t tw r -mm ilAr t4 6 .1404 4 d w w " Ifa b 4NI. lia r•Wll k i t l ib I w 1 •~fH.•.N•••••N►••h. N.»~_ ~ RFC1L 1`L C f i " u mlY . } \ .Y l a { i1. e C . ~ F annum CUP" )m & l•`:'t,J' o ~1T!1 ~~i ~ •...1 d.iru! ..st = ap:.a. tir~x ~v :RA:w • aYr<.r-a .ar rs ' SC y Joan hnzon ..••...•►••.•..w•.•w..r•.... rTrp,4 w Fa 49 .wwr..rr.r.r.s COI S-M OF 1O5 ANGELES 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, fc me to bt the Socret4cy of r_i+c gadevetopmeat A.erziy that 44-L the mithia r_asisi=eat. kdara 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. 5fyraC..,r~i T t.e ltarr~~u zl A-- W157 ctm " J #Ce fapr.RY =A6 OR $Ya1 {:e.rc. srai 11'ciSA S Gz~CSiLF4'Sf3'1 cr tsars r.+.aa ih s~,ea tl~as ai.. a f4~t • • 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. vftma EXHIBIT "A" bV-- -406457 ,J 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 • (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 • 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 0 0 Exhibit "B" N~ 1 co"Nftcom ~L F LA #4836-8983-3475 vI