HomeMy WebLinkAboutResolution No. 16-0006-Approving Sale and Transfer of DCDC property located at 11022 Downey Ave.WHEREAS, the Community Development Commission of the City of Downey, in
its capacity to function as a housing authority and as the "Housing Successor Agency"
for the assets and functions of the former redevelopment operations of the Community
Development Commission of the City of Downey pursuant to Health and Safety Code
section 34172(x) and 34176 (the "Downey Community Development Commission —
Housing Successor Agency "), is authorized to dispose of the property located at 11022
Downey Avenue (the "Subject Property "), further described as:
That portion of Lots 1 and 2, of the subdivision of block 15 of the tract of Downey Land
Association, in the City of Downey, County of Los Angeles, State of California, as per
map recorded in book 60, page(s) 40 of miscellaneous records, in the office of the
county Recorder of said county, described as follows:
Commencing at the northeasterly corner of said lot 1; thence south 32 °53'40" west along'
the easterly line of said lots 1 and 2, a distance of 147 feet to a point, distant north
32 °53'40" east 3 feet from the southeasterly corner of said lot 2; thence north 57 °06'30
west parallel to the southerly line of said lot 2, and distant 3 feet therefrom a distance of
145 feet, more or less, to a point on the westerly line of said lot 2; thence north
32 053'40 east along the last mentioned line a distance of 20 feet; thence south
57 006'30" east parallel to the southerly line of said lot 2, a distance of 85 feet, more or
less, to a line parallel with and distant 60 feet northwesterly, measured at right angles
from the southeast line of said lot 2; thence north 32053'40" east along said parallel line,
a distance of 127 feet to a point on the northerly line of said lotl; thence south 57 006'30'`
east along said last mentioned line, a distance of 60 feet to the point of beginning.
Except therefrom that portion included within the lines of the land described in the deed
to the city of Downey, recorded September 24, 1969 as instrument no. 74, in the office of
the county recorder of said county.
WHEREAS, the Housing Successor Agency has negotiated a purchase and sale
agreement with Downey Restaurant Group, Inc. ( "Buyer"), pursuant to which the
Housing Successor Agency would sell the Property, located at 11022 Downey Avenue
Downey, CA for a sales price of $750,000; and
WHEREAS, the Housing Successor Agency has determined that approval of the
Purchase and Sale Agreement and the sale transaction contemplated thereby, is in the
best interest of the City and the public health, safety and welfare.
• • • l • • •
• ***91 - r• • NO] •
SECTION 1. The Housing Successor Agency of the City of Downey hereby (i)
approves the Purchase and Sale Agreement, copy of which attached hereto as Exhibit
"A ", and is on file with the City Clerk, (ii) if required, authorizes and directs the Executive
Director to make final changes to the Purchase and Sale Agreement consistent with the
Housing Successor Agency's direction, and (iii) authorizes and directs the Executive
Director to execute the final Purchase and Sale Agreement and any other documents
4 • • . ir1 1,
and agreements necessary to complete the sale transaction contemplated by the
Purchase and Sale Agreement.
SECTION 2. The Housing Successor Agency hereby determines that the sale
of the property at 11022 Downey Avenue qualifies for a Class 12 (15312 - Surplus
Government Property Sales) CEQA Exemption. It is not located in an area of statewide,
regional, or area wide significance, is not a significant value for wildlife, and the use of
the property and adjacent properties has not changed since the Housing Successor
Agency purchased it.
SECTION 3. The adaptive reuse of the property will result in the elimination of
blight and the market value proceeds of the sale of the Subject Property shall be
deposited into the Low and Moderate Income Housing Asset Fund administered by the
Community Development Commission — Housing Successor Agency pursuant to Health
and Safety Code sections 34176 and 34176.1, and any other applicable law.
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JOINT ESCROW
by and between the
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ORlu'liVA,
PAGE
1: Purchase and Sale of Property ....... .................. ....... ................ .......... ................................. 1
2. Purchase Price .... ......................,.,.,...; .,.,..,. 1
3.. Title to the Property...., ............ __ .......... .... ....... ... ..........;. 2
4. Feasibility ............ ............. ............................... ....................... ......... ............... 2
5. Reserved ............... ...a. _.....::......,.., <,. ,.. ..,....;: ....,.......,.., ..,,,...a ...........,.... ;..... 3
6. Conditions to Seller's Obligations ... ............................:.. ......................... ............... 3
7. Conditions Precedent to Closing ................. ........ ................ .................................. 4
8. Liquidated Damages ....... ............... 5
9. Escrow, Closing, Prorations .. ............................... .................... ............................... 6
Representations, Warranties and Covenants of e er ........ ........:............. ...:............... 7
(a) Seller ........ ........................ : ................... ......................... ... .... x............... 7
(b) No Action ........... ............ ..............................• ... 8
(c) No Representations as to Property ............................... .......:........ ............... 8
(d) Sale "AS -IS" .................................... .,. .......... ....... ___ ..................... ...,...,...........: 8
12.- Environmental Matters/Release .............................. .. ............................... ...... ............ 9
13. Continuation and Survival .........................................,.......... ............................... 10
14. Indemnity ........................ ................ 10
15. Condemnation .................................... :. ........ ..... ............................... ...................... 11
16. Possession. .......... ..............................: 11
17. Seller's Cooperation With Buyer .. ....... ....... ..... 11
18. Real Estate Brokerage Commission .. .... __ ............ ..... <..:....... ; ......... ................,..... 11-
19. Professional Fees .......... .; ........; .................. .. 12
20. Publicity and Confidentiality .......................... ........: .................. ......... ........ .... 12
21. Property Rights .............. ............................. ..
12
(a)
Development Rights and Entitlements . ..
12
(b)
Personal Property ............................................. ... ..............
13
(c)
Contract Rights ............ ............................... .................. ...............................
13
(d)
Other Related Matters ...........................,... ,..,..,::...... ...... ........, .......,.....
13
(e)
General ................. ............................... ..13
22. Right of First Refusal ...... .... ............:.................. .. ...... .... ... ...
13
(a)
Right of First Refusal .............. ........ .................. .................. .....................
13
(b)
Termination ................ ............................... ...,...... ............. ........, ........,....
14
(c)
AS -IS Sale; Buyer Released From Liability. .
14
TABLE OF CONTENTS
(continued)
(d) No Deemed Release ............ b.,.,.,. ,.........., ....:, ............................ 15
(e) Subordination ............................... 15'
(f) ..... ,,.,......... ..... .................. .........,...
Survival ......................: ..........,...., a,,...,
15
23. Development of Property ....:::::... ......................,..;.....
15
(a) Governmental Approvals ......................... .......... . 15
(b) Schedule of Performance ............... 16
(c) Restrictions on Transfers ................ ......... ............ 16
(i) Transfer Defined ..................... 16
(ii) Permitted Transfer Defined 16
(d) Buyer's_ Representation on Transfers .................. .......:......... ......... ...............
16
(e) Notice to Seller ............................... 17
(f) Reimbursement to Seller ................. 17
(g) Termination of Transfer Restrictions .......................... ...... ... . -17
24. Right to Repurchase ............... ......... . ................ ...... .. ......,,....,..,..... ,.............
17
(a) Notice from Seller,
17
(b) Appraisals .......... 18
(c) Subordination........,,,. ,. ........ . ................... ..... ........... ...... ................ . ........ ......
18
(d) Survival.,...„ ....... ......... ..............., ..,,.,_ .,,..,... .,,....,,......,.... ,................,..,,.
18
25. Art in Public Places Requirement.. ___ ....... ........ , ....,..., ............. 1
9,6 Mkcellanenns ............:......... ........ ...._ .............. .............. ..,.......,., ........ ......... .,,..,... 19
(a)
Notices _ 19
(b)
Amendments .......... .................... ____ .... ..........
20
(c)
Governing Law ...........................
20
(d)
Construction .................
20
(e)
No Joint Venture .................... ......................... ......... .......... .
20
(f)
Merger of Prior Agreements ............................. ,,..... ,. , .,........... ................. ..
20
(g)
Time of the Essence .............. .......... ___
20
(h)
Severability ........... ........... . ...
20
(i)
Further Assurances .............
20
0)
Counterparts ................................... ....,..., ..,., ..b, ............................. ,.,
21
(k)
Exhibits ... ...............................
21
(1)
Captions ,
21
(m)
No Obligation To Third Parties ........ ...................... . .... ..
21
(n)
Waiver .......................................
21
(o)
Interpretation. ... ........................21
EXHIBIT A
—LEGAL DESCRIPTION.....,,.,.. .............. ........... ...,.,,.
A-1
EXHIBIT B
— FORM OF DEED....... .. .......:. ......::...,.,,.;:.,.....____ ...............
B-1
EXHIBIT C
— ACCESS AGREEMENT ......::. ................w ,.......:.......
-
EX IBIT D
— TRANSFEROR'S CERTIFICATIONOF NON - FOREGIN STATUS...,.. .......
D -1
-ii
(continued)
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EXHIBIT E - MEMORANDUM OF PURCHASE AND SALE AGREEMENT
ev, I I f. H DULE OF PERFORM.INCE..
In
"Appurtenances").
2. Purchase Price.
' '
(a) The purchase price for the Property ("Purchase Price") shall be Seven
Hundred Fifty Thousand Dollars ($750,000).
(i) Within three (3) days following the Effective Date, Seller and
Buyer shall open an escrow in connection herewith ("Escrow") at Security Land Escrow
Company 10805 Paramount Blvd., #A Downey, CA 90241 ("Escrow Holder"), and Buyer shall
deposit into Escrow the amount of Twenty Thousand Dollars ($20,000) ("Deposit") in cash or
other immediately available funds.
(ii) The Deposit shall be held by Escrow o er in an interest-bearij
account for the benefit of Buyer in accordance with this Agreement.
this Agreement, any provision of this Agreement entitling Buyer to a refund of the Deposit shall
not include the Retained Amount, except in the event of a default by Seller.
(iv) At least one business day before the Closing, if this Agreement has
not been earlier terminated, Buyer shall deposit into Escrow cash or other immediately available
funds in the amount of the balance of the Purchase Price, less any credits due Buyer hereunder
(the "Closing Amount"). The Closing Amount shall be applied towards the Purchase Price at
the Closing.
(a) From and after the Effective Date until the Closing • earlier termination
• this Agreement, Seller shall afford authorized representatives • Buyer access to the Property,
upon reasonable prior notice to Seller, and so long as such access does not unreasonably interfere
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6. eonditiom to Sejles Seller's obligations hereunder, including, but
not limited to, its obligation to consummate the purchase transaction provided for herein, are
subject to the satisfaction, in Seller's sole and absolute discretion, of each of the following
conditions, each of which is for the sole benefit of Seller and may be Waived by Seller in writing:
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65186.00000\29329050.7
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rumba, samba, • and • amplified private rental for pecial even
(i.e., event center, conference, luncheons); t i. rooftop - •
of operation through 11 ' patio dining on 1 ewalk along 3rd Street and Down
Avenue; (10) removal of two city trees on 3rd Street; and (11) four Type 47 or Type 48 licens
from the ABC to be utilized at the Property. Each and every use on the Property shall comply -
all times with the Downey Municipal Code, and at no time shall the live entertainment, danci
or performance dancers consist of or 1 defined in Section 9402.04 of
F-IV,owney Municipal Code, or • 1 be ; i adult use permit under • 98161
the Downey Municipal Code.
(9) Escrow Holder shall be unconditionally comi-nitted to issue the Title
Policy to Buyer upon • • and with such exceptions and endorsements
have been approved, or are deemed approved, by Buyer as provided in Section 3 above.
(h) Seller shall have complied with all of Seller's duties and Obligations
contained in this Agreement and all of Seller's representations and warranties contained in or
.1` pursuant to this Agreement been i correct when made and shall be
1 correct as of - Closing Date.
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CHARGES FROM THE DEPOSIT, AND (iii) DISBURSE TO SELLER THE DEPOSIT
PURSUANT IU THIS SECTION 8.
ENITIALS: Seller Buyer
(b) The Closing shall take place (the "Closing Date") • • before the date
that is five (5) days following the expiration • the Feasibility Period • any extension thereof.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer
the following:
W the duly executed and acknowledged Grant Deed for the Property
and Bill of Sale, if applicable;
duly executed affidavit that Seller is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 in the form
attached as Exhibit D and incorporated herein • this reference together with a duly executed
non-foreign person affidavit and evidence that Seller is exempt from the withholding obligations
imposed • California Revenue and Taxation Code Sections 80 and 2613 1;
(iii) any other documents which the Escrow Holder may reasonably
require from Seller in order to close Escrow which do not increase Seller's liability or obligations
hereunder;
closing statement n • rm an • content satis ac ory • i uyer an
Seller (the "Closing Statement") duly executed by Seller; and
(v) any other instruments, records or correspondence called for
hereunder which have not previously been delivered.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller
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65186.00000\29329050.7
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(f) The following are to be paid by Buyer or Seller or apportioned as of the
Closing Date, as follows:
(i) General real property taxes for the year in which Closing occurs
together with assessments, property operating expenses, utilities and other recurring costs
relating to the Property shall be apportioned as of the Closing Date on the basis of a thirty (30)-
day month.
(ii) Costs and expenses of Escrow incurred in this transaction shall be
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(4) Seller and Buyer shall each pay one-half (1/2) • any city
I " - 0 1
(iii) The provisions • this Sftmgraph W shall survive the Closin]
10, &Representations, )Mqfriifi4e� and Covenants • Seller. As • the date hereof and
again as • Closing, Seller represent and warrants to Buyer as follows:
(a) Seller. Seller is duly organized, validly existing and in good standing
under the laws of the State of California. This Agreement and all documents executed by Seller
7
which are • be delivered to Buyer at the Closing are and at the time • Closing will be duly
authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid
and binding obligations of Seller enforceable against Seller in accordance with their respective
terms. Seller has obtained all necessary authorizations, approvals and consents to the execution
and delivery of this Agreement and the consurnmation of the transactions contemplated hereby.
(b) No Action. No attachments, execution proceedings, assignments for the
benefit • creditors, insolvency, bankruptcy, reorganization • other proceedings are pending
against Seller, nor are any such proceedings contemplated by Seller;
Except with respect to a default by Seller hereunder (including a breac o e ers
a
warranties and representations), Buyer at the Close • Escrow expressly waives its rights granted
under California Civil Code Section 1542, which provides as follows:
3.
11. ke��ntqtiojjAarraAq6 Agj�:pvonaftm btWy�� . Buyer hereby represenl
and warrants to Seller as follows:
f
(b) Buyer warrants that Buyer is a sophisticated owner and buyer • real
property, familiar and experienced with requirements for the development • real property.
Buyer has examined the Pro erty • will have done so by Closing, is or will i-
• familiar with its
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physical condition, and accepts the Property in an "AS-IS" condition.
(c) Buyer has cnducted • will conduct an independent investigation with
respect to zoning and subdivision laws, ordinances, resolutions, and regulations of all
governmental authorities having jurisdiction over the Property, and the use and improvement of
the Property and is, or at Closing will be, satisfied with the results of such investigation.
(d) The Property is being sold "AS-IS" and with all fau ts.
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65186.00000\29329050.7
limited on or under the Property. Seller's knowledge and disclosures regarding Hazardous Materials are
to the contents of
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR PROVISIONS OF 1 • CODE SECTION1542
• N 1542"), WHICH IS SET FORTH BELOW
BY INITIALING BELOW, BUYER HEREBY
PROVISIONS OF • N 1542 SOLELY IN CONNECTION
THE MATTERS ARE a ' i 1
WAIVERS `,, . RELEASES.
respective parties contained herein or made in writing pursuant to this Agreement are intended to
and shall be deemed made as of the date of this Agreement or such writing and again at the
Closing, shall be deemed to be material, and unless expressly provided to the contrary s all
survive the execution and delivery of this Agreement, the Deed and the Closing.
Buyer agrees to indemnify Seller and the Property against, and to hold and save
Seller and the Property harmless from, all claims, demands, suits, actions, damages, obligations,
liabilities, losses, costs and expenses, including but not limited to attorneys' ees an court costs,
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15. Condemnation.
18. Real Estate Brokerage - Seller each represent and warrant
to each other that they have not employed, dealt with or incurred any obligation to any broker,
agent or finder in connection with the Property, and that they have not incurred any obligation to
pay any other real estate brokerage or other commission or fee in connection with the
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Effective as of - Close of • w, without the need for
additional documentation, required below, to the extent assignable, Seller
transfers and conveys to Buyer all of Seller's right, title and interest in the following ("Property
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65186.00000129329050.7
Property; all studies, tests, contracts ' plans and specifications (including architectural designs,
drawings and plans) relating to the Property; all rights under recorded covenants, conditions an
restriction and all proceeds of, additions and accretions to, substitutions and replacements for,
and changes in any • the foregoing
(b e and interest • Seller, if any, in and to all
tangible personal property owned by Seller now existing and placed • installed • • about t e
Property and used in connection with the ownership, operation, management, maintenance
and/or repair • the Property.
22. Right of First Refusal.
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(b) Termination. The ROFR shall automatically terminate when Buyer has
secured Certificates of Occupancy on the Property.
14
provisions of • n 22 shall survive the Close •i
•
(a) Buyer will secure, at its own costs and expense,
the CUP, planning and building permits, business licenses and any other such permits, approvals
• "Governmental r r as be required under the Downtown
Specific Plan and/or the Downey Municipal Code for the development and operation of the
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(b) Schedule of Performance. Buyer will diligently pursue the Governmental
Approvals • f the Reuse in accordance f of Performance attach"f hereto as
Exhibit
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17
65186.00000129329050.
repurchase option under this Section 24, such exercise shall constitute Seller's sole and exclusive
remedy on account of any default of Buyer which gives rise to Seller's repurchase option
hereunder, except that the foregoing limitation on remedies shall not affect either party's
indemnity obligations under this Agreement. Seller may withdraw its notice to exercise option at
any time prior to the transfer • the Property to Seller.
(d) $��. Seller's rights under this Section 24 shall survive the Closing
and shall terminate upon the issuance of a Certificate of Occupancy for the Reuse.
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25. �Ahjfi e� t!��4jjk�. As part • the Reuse, Buyer will restore ana
'0
reutilize the faqade of the marquee presently on the Property, as well as plan and execute a
I
adaptively reuse of the entire building, all in compliance with all Governmental Approval
Seller acknowledges and agrees that such restoration and adaptive reuse will satisfy thl-
requirements of Article VHI, Chapter 10 of the Downey Municipal Code.
26. Miscellaneous.
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To Escrow Holder: Security Land Escrow Company
10805 Paramount Blvd., #A
Downey, CA 90241
thereof (h) Sdverabili . If any provision of this Agreement, or the application
to any person, place, or be held by • of • r- - nt jurisdiction
to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as
applied • other persons, and circumstances shall remain • • effect.
G) Further Assurances. Each of parties shall execute and deliver any and
all additional papers, documents r other assurances and shall r• any and all acts and things
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
writteit, belo-w.
THE DOWNEY COMMUNrrY
DEVELOPMENT COMMISSION-HOUSING
SUCCESSOR AGENCY, a public body,
corporate and politic
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By:
Adria M. Jimenez, MC, CDC Secretary
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THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF
I -OS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
That portion Of Lots I and 2, • the subdivision of block 15 of the tract of Downey an •
Association, in the City of Downey, County of Los Angeles, State of California, as per map
recorded in book it page(s) 40 • nuiscellaneous records, in the office • the county Recorder of
said county, described as follows:
Fxcept therefrom that portion included within the lines of the land described in the deed to the
city of Downey, recorded September 24, 1969 as instrument no. 74, in the office • the county
recorder • said county.
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113111"5160
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EXEMPT FROM RECORDING FEES PER GOVT. CODE §27383
EXEMPT FROM DOCUMENTARY TRANSFER TAX PER REV. & TAX CODE §11922
The Undersigned Grantor(s) Declare(s):
DOCUMENTARY TRANSFER TAX CITY TRANSFER TAX $_; SURVEY MONUMENT FEE $
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
NOV 20
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Name: A, L�"Vgs
Its: ckt4iv-e— b�rrcjz�v-
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r r r r• r r r-
- rr • •r r •
COUNTY OF u
only M identity of e individual r� signed
Ailvess. accuram or of Azt document.
On t C, btor e, F�[ w y a Notary
n,�-•• r. .. •
WITNESS my hand official seal.
t g
Signature
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11 1I
This Access Agreement ("Agreement") is made and entered into this, 2016 by and
between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF DOWNEY,
a public body, corporate and politic ("CDC"), and DOWNEY RESTAURANT GROUP, INC., a
California corporation ("BUYER" d BUYER are sometimes referred to hereinafter
individually as a "Party" and collectively as the "PARTIES".
WHEREAS, CDC owns certain real property located at 11022 Downey Avenue, in the
City of Downey, County of Los Angeles, State of California (the "Property"), legally described
as set forth in Exhibit "A which is attached hereto and incorporated herein by this reference;
WHEREAS, the Property is improved with one (1) building (the "Building") totaling
approximately 10,410 square feet;
WHEREAS, BUYER wishes to enter the Property to per orm certain ue i igence
activities prior to submittal of a development proposal for the Building on the Property; and
WHEREAS, CDC desires to grant access to the Property to BUYER and to permit
r&UYER to perform certain due diligence activities, all in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are
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6. Indemnification and Hold Harmlesl
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BUYER shall defend (with counsel selected by CDC), protect, defend, indemnify
and hold the CDC and City and CDC/City Representatives, and each of them, jointly and
severally, against and from any and all claims, demands, causes of action, damages, costs,
expenses, losses and liabilities, at law • in equity, of every kind • nature whatsoever related to
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7. Insurance..
(a) Ti for ebmiliance None of BUYER and BUYER Representatives
commence shall -• Work under BUYER has provided evidence
satisfactory to CDC that each of BUYER and the entity to be performing the Permitted Work (if
tifferent from BUYER) has secured all insurance required under this section,
r! BUYER shall, at its expense, procure 1
maintain for - duration of Agreement insurance against claims for to persons or
r. mages ts property • or • • the performance of
Permitted Work by any of the BUYER and BUYER Representatives Such insurance shall meet
at least the following minimum levels of •
(i) Minimum 500M of Insurance. Coverage g . be at -. as broad
Commercial as the latest version of the following: (1) General Liability: Insurance Services Office
.r • .ge (occurrence form CG 10 and (2) Workers'
State Compensation and Employer's Liability: Workers' Compensation insurance as required by the
of • and i • Liability
60 Minimum Limits of . BUYER
less than: (1) General Liability: $2,000,000 per occurrence for bodily personal injury and
property damage. If Commercial General Liability Insurance or other form with general
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aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
and (2) Workers' Compensation and Employer's Liability: Workers' Compensation imits as
required by the Labor Code • the State • California. Employer's Liability limits • $2,000,000
per accident for bodily injury or disease.
(f) peductihles� and 8e"surance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by CDC. BUYER shall guarantee that, at
e
the option of CDC, either: (1) the insurer shall reduce or eliminate such d ductibles or self
insured retentions as respects the CDC and Cit and CDC/City Representatives ; or (2) the
y
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BUYER shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
(g) A jkAj!y Insurance is
• be placed with insurers With a
current A.M. Best's rating no less than A, licensed to do business in California, and satisfactory
to CDC.
8. All notices permitted or required under this Agreement shall be given to the
respective parties at the following address, or at such other address as the respective parties may
provide in writing for this purpose:
M-01wa"
Downey Restaurant Group, Inc..
10840 Paramount Blvd.
Downey, CA 90241
Attn: Adrian Amosa
Such notice shall be deemed made when personally delivered, when delivered by a
reputable overnight courier service that provi es a rece • I e e 9
when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice
*n the date actual notice occurred, regardless of the method of service.
9. CDC hereby appoints the Director of Conmiunity Services or
his/her designee, and BUYER hereby appoints Mr. Adrian Amosa or his/her designee, each of
whom shall be authorized agents with whom the other Party may confer regarding the terms of
this Agreement.
so
conduct 17. Mjb��Wj to Fhtd AgftMk9L BUYER has all requisite power and authority to
business and to execute, deliver, and perform this Agreement. Each Party warrants
Agreement that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Ii bind each respective
IN WITNESS WHEREOF, this Agreement has been duly authorized and executed by t
Parties - • on day and year first herein above
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F315nm
QC 4Sec�retarvy
is No. 0
"BUYER"
D• WNEY RESTAURANT GROUP,
California corporation
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INDIMANUMMUMIN
That portion • Lots I and 2, • the subdivision of block 15 of the tract • Downey Land
Association, in the City • Downey, County • Los Angeles, State • California, as per map
recorded in book 60, page(s) 40 of miscellaneous records, in the office of the county Recorder of
said county, described as follows:
Except therefrom that portion included within the lines of the land described in the deed to the
city of Downey, recorded September 24, 1969 as instrument no. 74, in the office of the county
recorder of said county.
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By: '
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Name:
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■ _ • • _ • Return
Attn: ++ Director 1 q04
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RESERVED THIS SPACE FOR RECORDERS
1. Seller has leased to Buyer, • Buyer as hire • from Seller, that certain real
property owned by Seller, situated in the City of Downey, County of g- les, State of
California, more particularly described in Exhibit A, attached hereto and incorporated by
reference herein (the "Property"). The Property is located at 11022 Downey Avenue in the City
of Downey, . • !
2. Buyer shall develop of the Property as an adaptive reuse of t e ormer t eater into
three restaurants and attendant uses, including bars and/or entertainment uses as allowed under
the Downtown Specific Plan and/or the Downey Municipal Code and in accordance with the
Agreement.
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3. This Memorandum is made upon all the terms and conditions contained in the
Agreement between Seller and Buyer, and all of said terms and conditions are incorporated by
reference herein. This is a Memorandum, prepared for recording purposes only, and nothing
herein shall be deemed or construed to modify or amend any of the terms of the Agreement.
IN WITNESS WHEREOF, as of the day and year first hereinabove written, the
respective parties hereto have executed this Memorandum of Purchase and Sale Agreement, by
their respective officers or agents thereunto duly authorized.
11" my"[01 WROY., M Wei MIUM if
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By:
Name: Ruben Duran, Esq.
Title: Partner, Best Best & Krieger, LLP
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A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
-truthfulness,
• validq of that document.
STATE OF CALIFORNIAP(,,
COUNTY OF L05 le les
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy,
• validity • that document.
STATE OF CALIFORNIA
COUNTY OF LP;
in, -j
*n November 4 2016 before e,ktl-t7 Notary Public,
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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IM-41-11-ROM
This Schedule • Performance requires r • of plans or other documents at specific
Some • r • not described in the text of plans or
other documents, r r must be - and adequate for review by or
applicable • submitted.
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