02-06-1996 - Joint Public Hearing RE: Proposed Owner Participation Agreement By & Between West Covina Redevelopment Agency & Concorde Battery CorporationTO:. City
FROM: Redi
�. City of West Covina
'. Memorandum
AGENDA
ITEM NO. A-2
icil and City Manager DATE February 6, 1996
® PRINTED ON RECYCLED PAPER
Agency Staff
SUBJECT: JOINT PUBLIC HEARING ON THE PROPOSED OWNER
PARTICIPATION AGREEMENT BY AND BETWEEN THE WEST
COVINA REDEVELOPMENT AGENCY AND CONCORDE BATTERY
CORPORATION. (Refer to Agency Agenda Item No. 3)
SUMMARY: The Redevelopment Agency will consider the proposed Owner Participation
Agreement between the Redevelopment Agency and Concorde Battery
Corporation, which will provide for the expansion and redevelopment of a
battery manufacturing and distribution facility located at 2009 West San
Bernardino Road in the West Covina Redevelopment Project area. The proposed
Owner Participation Agreement will allow the Agency to make a loan for the
purpose of partially funding the cost of installation of capital equipment.
BACKGROUND
Concorde Battery Corporation. (Concorde) is a family -owned company which manufactures
specialty batteries primarily for military and civilian aircraft. Major clients include the United
States Department of Defense, Beech, Cessna, and Learjet. Concorde's distribution network
includes the United States, Canada, Pacific Rim and European Markets.
Concorde was foun
West San Bernardo
are housed in two a
to recent increases
expanding their exi
larger industrial cor
Concorde explored
relocating to a lari
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CAL -OSHA, ACG
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DISCUSSION
I in the early 1970's. In 1978, they moved to their present location at 2009
Road, West Covina. Concorde's manufacturing and administrative facilities
scent industrial buildings totaling 36,200 square feet on a 3.32-acre site. Due
i production orders, it became necessary for Concorde to .;onsider either
1g facility by an additional 30,000 square feet or relocating -ut of state to a
costs and benefits associated with expa, &' ing their existing facility versus
complex. The bottom line is that in order for their company to remain
inomically feasible for Concorde to expand their existing facility unless some
ig is made available to help pay for the implementation costs associated with
Itions imposed by a host of agencies including, but not limited to, AQMD,
Department of Health Services, and Los Angeles County Regional Water.
of states which do not have the strict regulatory controls these agencies
ring firms located in the Los Angeles Basin.
In order to make the expansion project financially feasible, Concorde obtained financing at the best
rate available, but, an $88,000 "gap" remains. The Agency assisted Concorde officials.in obtaining
the most favorable construction financing terms by suggesting Concorde request a line of credit
through their existing bank. Concorde was, at the time, considering applying for a construction
loan at market terms Concorde was successful in obtaining a line of credit and utilized this as the
principal means of financing the expansion construction costs.
careful review of the costs associated with their decision to continue operating in West
Covina, Concorde requested assistance with financing the $88,000 "gap" in a letter to the Agency
dated October 27, l995 (see Attachment "A"). The $88,000 "gap" is caused by the cost of
City Council and City Manager
February 6, 1996
Page 2
installing specific capital improvement equipment including, but not limited to, additional pollution
control devices required by a number of regulatory agencies. Staff agrees with Concorde's
assertion that the cost of complying with these regulations are extra costs they would not have .
incurred had they relocated to another state.
Agency staff and Concorde officials negotiated a proposed Owner Participation Agreement based
on specific provisions incorporated in Redevelopment Law which allows redevelopment agencies to
assist businesses with capital expenditures to comply with state regulations and encourage continued
operation, job retention/creation (see Attachment " B" ). Although the proposed . Owner
Participation does not include a job creation guarantee, a number of new full-time positions are
expected to be created as a result of the expansion and increased productivity capacity. Actual
wages and number of jobs will be determined by market conditions and other related economic
forces as they occur. Furthermore, Concorde officials have pledged to make best efforts to hire
West Covina residents to the extent allowed by law.
The proposed Owner Participation Agreement incorporates the following deal points:
• Agency will provide Concorde a loan in .the amount of $88,000 at a five -percent
interest rate fully amortized over a ten-year period in equal annual payments of
$11,396.40. The proceeds of the loan will be paid on behalf of Concorde for
installation of specified capital improvement equipment including, but not limited
to, pollution control devices.
• Repayment is forgiven for each annual pay period Concorde conforms to the
following conditions:
1. Agency loan is funded after specified capital improvement equipment
including, but not limited to, pollution control devices, are installed and a
Certificate of Occupancy has been issued for th- expansion of -the facility.
2. Additional pollution control devices are installed as required each year by
AQMD, CAL -OSHA, ACGH, Department of, Health Services, Los
Angeles County Regional W `'zr, and any other agencies.
3. Concorde's facility shall be open for business for the entire preceding pay
period.
4. . Concorde shall have paid all required property taxes for the property.
5. Concorde shall have maintained the insurance policies required by the OPA.
t
6. Concorde shall not ;be in default of any provisions of the OPA
• If at any time during the life of the loan Concorde does not comply with any of the
conditions . listed above, ' Concorde will become responsible for making cash
payments on the outstanding balance of the loan beginning from the time the
Agency officially notified Concorde of noncompliance.
BENEFITS TO THE CITY AND AGENCY
The Agency anticipates receiving approximately $8,000 annually in property tax increment
(pending the removal of the former Hughes site from the West Covina Redevelopment Project
Area). In addition, the expansion of the Concorde. facility will not only retain critical
City Council and City Manager
February 6, 1996
Page 3
manufacturing jobs in West Covina, but also will improve productivity and the opportunity for new
jobs to be created in the near future.
RECOMMENDATION
DATION
It is recommended that the City Council adopt the following resolution:
RESOLUTION NO. - A RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF WEST COVINA CONSENTING TO THE
APPROVAL BY THE REDEVELOPMENT AGENCY OF THE CITY OF
WEST COVINA OF THE OWNER PARTICIPATION AGREEMENT BY
AND BETWEEN THE REDEVELOPMENT AGENCY AND CONCORDE
BATTERY CORPORATION AND MAKING CERTAIN FINDINGS IN
CONNECTION THEREWITH.
Chester Y
Redevelop
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y
y RESOLUTION. NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA CONSENTING TO THE APPROVAL BY THE
REDEVELOPMENT. AGENCY OF THE CITY OF WEST COVINA
OF AN OWNER PARTICIPATION AGREEMENT BY AND.
BETWEEN THE REDEVELOPMENT AGENCY AND CONCORDE
BATTERY CORPORATION AND MAKING CERTAIN FINDINGS
IN CONNECTION THEREWITH
WHEREAS, the City Council of the City of West Covina (the "City Council") has
approved and adopted the Redevelopment Plan for the West Covina Redevelopment Project (the
"Redevelopment Plan") by the merger of the Central Business District and Eastland
Redevelopment Plans on December 21, 1993 by Ordinance No. 1928, as amended by Ordinance
No. 1951 on December 20, 1994; and
WHEREAS, the Agency is required pursuant to the Redevelopment Plan and the
Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.) to
provide for the participation of owners of property within the Project; and
WHEREAS, the Agency is authorized pursuant to Section 33444.6 of the Community
Redevelopment Law to assist with the financing of facilities or capital equipment within a project
area as part of an agreement that provides for the development or rehabilitation of property that
will be used for industrial or manufacturing purposes; and
WHEREAS, in order to carry out and implement the Redevelopment Plan; the Agency
proposes to enter into that certain Owner Participation Agreement (the "Agreement") with
Concorde Battery Corporation, a California corporation (the "Participant"), under which the
Agency proposes to make a loan (the "Agency Loan") to the Participant for the purpose of
partially funding the cost of the installation of capital equipment in a battery manufacturing and
distribution facility (the "Facility") as part of the expansion and development of the Facility, upon
certain conditions; and
WHEREAS; the Participant proposes to use the Agency Loan to finance the cost of
certain pollution control equipment which is required by applicable law to be installed in
connection with the expansion of the Facility; and
WHEREAS, the Participant has represented to the Agency that it would not have been .
financially feasible for;the Participant to develop the Facility and install the capital equipment
therein without the receipt of the Agency Loan; and
IF ,rr
I
WHEREAS, the Participant has represented to the Agency that no fin 'ncial assistance is
available in the private', market which would make the Participant's expansion of the Facility
financially feasible; and
WHEREAS, on February 6, 1996, the City Council and the Agency held a;duly noticed
joint public hearing on.the proposed Agreement in accordance with the requirements of Health
i
PUBL:35035_1 13191 B2740.
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and Safety Code Section 33444.6, at which time.the City.Council reviewed and evaluated the
staff report, the proposed Agreement and all. comments for and against the Agreement; and
WHEREAS, the expansion of the Facility had previously ;been approved pursuant to the
California Environmental Quality Act; and
WHEREAS, all actions required by all applicable law with respect to the proposed
Agreement have been taken in an appropriate and timely manner; and
WHEREAS, the Agency's making of the Agency Loan to the Participant and the
Participant's expansion of the Facility, installation of capital equipment therein and continued
operation of the Facility pursuant to the terms, of this Agreement are in the vital and best interest
of the City of West Covina (the "City"), and the health, safety and welfare of its residents, and
in accord with the public purposes and provisions of applicable state and local laws and
requirements under which the redevelopment of the Project has been undertaken.
NOW, THEREFORE, BE IT RESOLVED by the City. Council of the. City of West
Covina as follows:
Section 1. The City Council hereby finds and determines, based on the
representations of the Participant to the Agency, the testimony presented at the public hearing,
the staff report and all comments for and against the Agreement, that the assistance to be
provided by the Agency pursuant to the Agreement is necessary for the economic feasibility of
the expansion of the Facility on the Site.
Section 2. The City Council hereby finds and determines, based on the
representations of the Participant to the Agency, the testimony presented at the public hearing,
the staff report and all comments for and against the Agreement, that the assistance to be
provided by the Agency pursuant to the Agreement cannot be obtained on economically. feasible
terms in the private market'.
Section 3. The City Council hereby finds that the expansion of the Facility pursuant
to the terms of the Agreement is exempt under Section 15061(b)(3) of the California Code of
Regulations because it has no potential for causing a significant effect on. the environment beyond
or different from the project which has previously been studied.
Section 4. The City Council hereby consents to the Agency's approval r .. the
Agreement.
Section 5. The City Clerk shall certify to the adoption of this Resolution.
PUBL:35035_1 13191 B2740.00000
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M
n
The foregoing Resolution is hereby approved this day of _
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
vu BL:35035_ 1 13191 B2740.00001
c
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1996.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City
Council of the City of West Covina at a regular meeting hereof, held on the day of
February, 1996 by the following vote, to wit:
AYES: Council Members:
NOES Council Members:
ABSENT: Council Members:,
ABSTAIN: Council Members:
PUBL:35035_1 13191 B2740.00000 .
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CITY COUNCIL OF THE CITY OF WEST
COVINA
By:
City Clerk
• ATTACHMENT "A"
CONCORDE BATTERY CORPORATION
October 27, 1995
Mr, Yoshizaki
Redevelopment Director
City Of West Covina
1444 W, Garvey Ave
West Covina, 917901
Dear Mr. Yoshizaki:
As you may recall from our past communications, Interspace/Concorde Battery Corporation
(ICBC) is a family -owned company which manufactures specialty batteries primarily for
military and civilian aircraft. Major customer clients include the United States Department of
Defense, Beech, Cessna, and Learjet. Our distribution network includes the United States,
Canadian, Pacific Rim and European markets.
Our company was founded in the early 1970s. In 1978 we moved to our present location at
2009 West San Bernardino Road, West Covina. ICBC's manufacturing and administrative
facilities are housed �in two adjacent industrial building£ totaling 36,200 cquaro foot on a 3.32
acre site. Due to recent increases in production orders, it has become necessary. for us to
consider either expanding our existing facility by an additional 30,000 square feet or relocate
out-of-state to a larger industrial complex.
We have explored the costs and benefits associated with expanding our existing facility
versus relocating to larger complex. The bottom line is that in order for our company to
remain profitable, it is not economically feasible ta expand our existing facility unless some
type of special financing is made available to help pay for the implementation costs
associated with complying with regulations imposed by a host of agencies including, .but not
limited to, AQMD, CAL -OSHA, ACGIH, Department of Health Services, and Los Angeles
County Regional Water. As you are aware, there are a number of states which do not have
many of the strict regulatory controls mandated on manufacturing firme locotod in the L
Angeles basin region.
Beginning in January 1995, we engaged in a series of meetings with City and.
Redevelopment staff, (inalV&q y9urseln to discuss the possibility of ranniving City andlnr
Redevelopment Agency assistance to help finance the costs associated with expanding our
current facility. We were encouraged by ,the common interest we all share in keeping
economic growth and job expansion within the City of West Covina.
Based on the belief that the City was committed to providing us with some type of assistance,
we incurred the initial cost of financing the construction of additional manufacturing and
warehouse space. In August 1995, construction began on our new 30,766 square -foot
industrial building. We took this risk to show our good faith in wishing to remain in West
Covina.,
In order to make the expansion project financially feasible, we.obtained financing at the best
rate available but an $88,000 "gap" remains. After careful review of the costs associated with
our decision to continue operating in West Covina, we respectfully request assistance with
financing the $88,000 "gap" generated by the cost of installing specific capital improvement
equipment including, but not limited to, pollution control devices mandated by several of the
regulatory agencies mentioned earlier. Although we fully accept our responsibility for
complying, we consider the cost of complying with these regulations as extra costs we would
not have incurred had we relocated to another state.
We look forward to meeting with you at your earliest convenience to discuss in further detail
the amount and terms of our request. .
OWNER PARTICIPATION AGREEMENT
By ,and Between the
REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA
and
CONCORDE BATTERY CORPORATION
0
TABLE OF CONTENTS
100.
DEFINITIONS ............. . . . . .
2
. . . . . . . . . . . . . . . . . . . . . . . . .
200.
AGENCY FINANCIAL ASSISTANCE
4
201.
...... .............
Agency Loan.
202.
..........
Conditions Precedent to Agency Loan Disbursement
4
........... ......
5
203.
Conditions Precedent to Agency Loan Forgiveness. .............
5
204.
Assumption of Agency Loan . ...............................
6
205.
, Representations and Warranties .........................
6
300.
EXPANSION OF AND INSTALLATION OF EQUIPMENT TO THE
FACILITY ON THE SITE .......... ...........................
7
301.
Scope of Development . ..................................
7
302.
Land Use Approvals
303.
. ...................................
Schedule of Performance.
7
304.
.......- ......
Cost of Expansion
7
305.
...................... ...................
Insurance Requirements.
7
306.
Compliance With Laws.
8
...........................
306.1 Nondiscrimination in Employment . .......................
8
8
306.2 Taxes and Assessments.
9
..............................
306.3 Condition of the Site
9
306.4 Relocation Obligations.... ..... ................
9
400.
COVENANTS AND RESTRICTIONS
10
401.
...........................
Use Covenants
402.
.........................................
Maintenance Covenants.
to
403.
....... .... ....... ........
Nondiscrimination Covenants
10
404.,
. .............................
Effect of Violation of the Terms and Provisions of this Agreement After
I
Completion of Expansion . ...............................
12
500.
DEFAULTS AND REMEDIES
501.
.................... ......... ...
Default Remedies.
12
502.
........ ................... .
Institution of Legal Actions
12
503.
. ............ 1 .................
Termination by the Participant.
12
504.
............ ? .............
Termination by the Agency.
13
505.
..................
Acceptance of Service of Process
13
.................. : .........
13
506.
Inaction Not a Waiver of Default .............................
13
507.
Applicable Law.
50.8.
.......................................
Participant's Indemnity
13
....................................
14
600. GENERAL 'PROVISIONS ........................ 14
601. Notices, Demands and Communications Between the Parties ........... 14
602. Enforced Delay; Extension of Times of Performance. 14
603. Transfers of Interest in Site or Agreement . ..................... 15
603.1 Prohibition .................. 15
603.2 Permitted Transfers. .............................. 15
Jinuary 12, 1996
PUB L:32516_313 91182740.00000
603.3 Agency Consideration of Requested Transfer . .............. .
603.4 Successors and Assigns . .. ...... .. . ..... , , , . .
603.5 Assignment by Agency.
604. Conflicts of Interest . .................... ............. .
605. Relationship Between Agency and Participant . ...........:........ .
606, Agency Approvals and Actions . ..................... .
607. Counterparts. ..... ............................
608. Integration ......................................... .
609. Real Estate Brokerage Commission . ........................ .
610. Attorneys' Fees. ................................. .
611. Titles and Captions . .................................. .
612. Interpretation . ...................................... .
613. No Waiver . ....................................... .
614. Modifications. :............................ . ........ .
615. Severability.........................................
616. Computation of Time . ........................... .... .
617. Legal Advice . ...................................... .
618. Time of Essence . .......... .................. ... .
619. Cooperation . ....................... ...............
620. Time for Acceptance of Agreement by Agency . ................. .
621. Date of Agreement. .......... ......................... .
622. Non -Liability of Officials and Employees of the Agency and the
Participant. . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . .
623. Administration ...................................... .
ATTACHMENTS
Attachment No. 1
Site Map
Attachment No. 2
Site Legal Description .
Attachment No. 3
Schedule of Performance
Attachment No. 4
Scope of Development
Attachment No. 5
Promissory Note
Attachment No. 6
Deed of Trust
Attachment No. 7 .
Declaration of Conditions, Covenants and Restrictions
January 12, 1996
PUBL:32516_31391 I B2740.00000
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OWNER PARTICIPATION AGREEMENT
THIS OWNER PARTICIPATION AGREENIENT (this "Agreement") is entered into as
of February _, 1996 by and between the REDEVELOPMENT AGENCY OF THE CITY OF.
WEST COVINA, a public body corporate and politic (the "Agency"), and CONCORDE
BATTERY CORPORATION, a California corporation (the "Participant").
RECITALS'
The following recitals are a substantive part of this Agreement:
A. The purpose of this Agreement is to effectuate the Redevelopment Plan for the
West Covina Redevelopment Project (the "Project") by providing for the expansion and
redevelopment of a certain approximately three and thirty-two hundreds (3.32) acre portion of the
Project generally located at 2009 West San Bernardino Road in the City of West Covina (the
"Site"). The Site has been previously developed for urban use. Participant is the owner of the
S ite.
B. The Agency is authorized pursuant to Section 33444.6 of the California
Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (the "CRL"),
to assist with the financing of facilities or capital equipment, including pollution control devices,
as part of an agreement that provides for the development or rehabilitation of property within a
redevelopment project area that will be used for industrial or manufacturing purposes. .
C. The Agency and the Participant desire by this Agreement for the Agency to agree
to make a loan (the "Agency Loan") for the purpose of partially fiinding the cost of the
installation of capital equipment in a battery manufacturing and distribution facility (the
"Facility") as part of the expansion and development of the Facility, upon certain conditions.
The Agency Loan would be used specifically to finance the cost of certain pollution control
equipment which is required by applicable law to be installed in connection with the Expansion of
the Facility. -
D. The Agency's making of the Agency Loan to the Participant and the Participant's
expansion of the Facility, installation of capital equipment therein and continued operation of the
Facility pursuant to the terms of this Agreement are in the vital and best interest. of the City of
West Covina (the "City."), and the health, safety and welfare of its residents, and in accord with
the public purposes and provisions of applicable state and local laws and requirements under
which the redevelopment of the Project has been undertaken. _ __.
January 12, 1996
PUBL:32516_31391IB2740.00000 1
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NOW, THEREFORE, the Agency and the Participant_ hereby agree as follows:
100. , DEFINITIONS
"Agency" means the Redevelopment Agency of the City of West Covina, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
under Chapter 2 of the Community Redevelopment Law of the State of California, and any.
assignee of or successor to its rights, powers and responsibilities. The principal office and
mailing address of the Agency is 1444 W. Garvey Ave. South, West Covina, California 91793.
"Agency Loan" means the loan of money from the Agency to the Participant to assist in
the financing of the expansion of the Facility and the installation of capital equipment therein, as
set forth in Section 201 hereof.
"Agreement" means this Owner Participation Agreement between the Agency and the
Participant.
"Certificate of Occupancy" means the final certificate of occupancy issued by the City
for the Expansion of the Facility.
"City" means the City of West Covina, a. California municipal corporation.
"Conditions Precedent to Agency Loan Disbursement" means the conditions precedent to
the disbursement of'the Agency Loan -proceeds, as set forth in Section 202 hereof.
"Conditions Precedent to Agency Loan Forgiveness" means the conditions precedent to
the forgiveness of repayment installments of the Agency Loan, as set forth in Section 203 hereof.
"Date of Agreement" means the date upon which this Agreement shall have been signed
by the Agency after having been duly authorized and approved by the Agency.
"Deed of Trust" means the Deed of Trust which shall secure the Promissory Note in the
form of Attachment No. 6 hereto.
"Default" means the failure of a party to perform any action or covenant required by. this
Agreement within the time periods provided.herein following notice and opportunity to cure, as
set forth in Section 501 hereof.
"Expansion" means the expansion and development of the Facility and the installation of
capital equipment in the Facility, as set forth in Section 301 hereof and in the Scope of
Development.
"Facility" shall mean the facilities to be located on the Site which are required to be
expanded, equipped and operated pursuant to this Agreement. Facility means both the existing
buildings totalling approximately thirty-six thousand two hundred (36,200) square feet, as well as
the new building to be constructed with an area of approximately thirty thousand seven hundred
sixty-six (30,766) square feet.
January 12, 1996
PUBL:32516_31391 I B2740.00000 2
"Goventmental Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees of the United States, the state, the county, the City, or any other
political subdivision in which the Site is located, and of any other political subdivision; agency or
instrumentality exercising jurisdiction over the Agency, the Participant or the Site.
"Hazardous Materials" means any substance, material, or -waste which is or becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material," "hazardous substance," or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans
and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California
Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous
Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Administrative Code, Division ,4, Chapter 20, (ix) designated as
"hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601, et seq.
"Notice" shall mean a notice in the form prescribed by Section 601 hereof.
"Participant" means Concorde Battery Corporation, a California corporation, the owner
of the Site.
"Promissory Note" means the Promissory Note which evidences the Participant's
obligation to repay the Agency Loan, in the form of Attachment No. 5 hereof.
"Redevelopment Plan" means the Redevelopment Plan for the West Covina
Redevelopment Project. The Redevelopment Plan was approved and adopted by the City Council
of the City of West Covina by the merger of the Central Business District and Eastland '
Redevelopment Plans on December 21, 1993 by Ordinance No. 1928. The Central Business
District Redevelopment Plan was adopted by Ordinance No. 1180, as amended by Ordinance No.
1342, Ordinance No. 1481, and Ordinance No. 1657. The Eastland Redevelopment Plan was
adopted by Ordinance No. 1269, as amended by Ordinance No. 1859. Said ordinances and the
Redevelopment Plan asso approved, merged and amended (the "Redevelopment Plan") are
incorporated herein by reference.
January' 12, 1996
PUBL:32516_31391 I B2740.00000 3
"Redevelopment Project" means the West Covina Redevelopment Project, adopted by the
City pursuant to the Redevelopment Plan.
"Schedule of Performance" means that certain Schedule of Performance attached hereto
as Attachment No. 3 and, incorporated herein by reference, setting out the dates and/or time
periods by which certain obligations set forth in this Agreement shall be accomplished. The
Schedule of Performance is subject to revision from time to time as mutually agreed upon in
Writing between the Participant and the Agency's Executive Director, and the Agency's Executive
Director is authorized to make such revisions as he deems reasonably necessary.
"Scope of Development" means that certain Scope of Development attached hereto as
Attachment No. 4 and incorporated by reference, which describes the scope, amount and quality
of the Expansion of the Facility and the installation of the equipment within the Facility. The
Scope of Development is subject to revision only as provided herein.
"Site" means that real property generally located at 2009 West San Bernardino Road, in
the City of West Covina, comprising approximately three and thirty-two hundredths (3.32) acres,
and improved with an existing building of approximately Thirty -Six Thousand Two Hundred
(36,200) square feet, as delineated on the Site Map and more particularly described in the Site
Legal Description.
"Site Legal Description" means the description of the Site which is attached hereto as
Attachment No. 2 and incorporated herein.
"Site Map" means the map of the Site which is attached hereto as Attachment No. 1 and.
incorporated herein.
200. AGENCY FINANCIAL ASSISTANCE
201. Agency Loan. Subject to the terms and conditions .set forth in this Agreement,
the Agency hereby agrees to loan to the Participant, and the Participant agrees to borrow from
the Agency, the amount of Eighty -Eight Thousand Dollars ($88,000) (the "Agency Loan"). The
Agency Loan shall be disbursed to or on behalf of the Participant upon the satisfaction of all of
the .Conditions Precedent to Agency Loan Disbursement as set forth in Section 202 hereof. The
Participant's obligation to repay the Agency Loan shall be set forth in the form of the promissory
note attached hereto as Attachment No. 5 and incorporated herein by reference (the "Promissory
Note"), and shall be secured by a deed of trust encumbering the Site substantially in the form of
the "Deed of Trust" attached hereto as Attachment No. 6, which is incorporated herein by
reference (the "Deed of Trust"). The term of the Agency Loan shall be ten (10) years from the
date of execution of the Promissory Note. Simple interest shall accrue upon the Agency Loan at
the rate of five percent (5%) per annum. The repayment of the Agency Loan shall be amortized
over the ten (10) year term of the Promissory Note with installment payments due annually.
Annual payments shall be forgiven on the due date of each such payment provided that on such
due date the Participant is in compliance with the Conditions Precedent to Agency Loan
Forgiveness set forth in Section 203 hereof and is not in default of any the terms of this
Agreement.
January 12, 1996
PUBL:32516_31391IB2740.00000 4
i
202. Conditions Precedent to Agency Loan Disbursement. The disbursement of the
Agency Loan is conditioned upon the satisfaction by the Participant (or waiver by the Agency as
determined in its sole and absolute discretion) of each and all of the conditions precedent (a)
through (e), inclusive, described below (the " Conditions. Precedent"), which are solely for the
benefit of Agency, and which shall be fulfilled by Participant (or waived by the Agency in its
sole and absolute discretion) by and within the time periods provided for herein:
a. Improvements. The Participant shall have completed the Expansion of
the Facility and received a Certificate of Occupancy from the City therefor, and shall have
installed the capital equipment to the Facility, as required by Section 301 hereof and as set forth
in the Scope of Development.
b. Execution of Documents. Participant shall have executed and delivered to
the Agency the Promissory Note, and shall have executed, acknowledged and delivered to the
Agency the Deed of Trust and the Declaration of Conditions, Covenants and Restrictions.
C. Proof of Insurance. The Participant shall have provided proof of
insurance conforming to Section 305 of this Agreement.
d. Payment of Property Taxes. No ad valorem property taxes or
assessments assessed with respectto the Site shall be delinquent.
e. No Default. Participant shall not be in default of any of the terms or
obligations of this Agreement, and all representations and warranties of Participant contained
herein shall be true and correct in all material respects.
203. Conditions Precedent to Agency Loan Forgiveness. The forgiveness of each
annual installment. of repayment of the Agency Loan is conditioned upon the satisfaction by the
Participant (or waiver by the Agency as .determined in its sole and absolute discretion) of each
and all of the conditions precedent (a) through (d), inclusive, described below (the "Conditions
Precedent to Agency Loan Forgiveness"), which are solely for the benefit of Agency, and which
shall be fulfilled by Participant (or waived by the Agency in its sole and absolute discretion):
a. Operation of Facility. Participant shall have continuously operated the
Facility during the entire immediately preceding Annual Period in accordance with Section 401
hereof.
b. Payment of Property Taxes. No ad valorem property taxes or
assessments assessed with respect to the Site shall be delinquent.
C. Proof of Insurance. The Participant shall have provided proof of
insurance conforming to Section _305 of this Agreement.
d. No Default. Participant shall not be in default of any of the terms or
obligations of this Agreement, and all representations and. warranties of Participant contained
herein shall be true and correct in all material respects.
January 12, 1996
PUBL:32516_313911B2740.00000 5
204. , Assumption of Agency Loan: The Agency Loan is made to Participant based
upon Participant's qualifications and unique operational experience and expertise, and is personal
to the Concorde Battery Corporation. It is because of those qualifications that the Agency has
entered into this Agreement with the Participant. Accordingly, the Participant's rights under this
Agreement shall not be assignable or assumable by successors and assigns of Participant, and no,
.
voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers
under this Agreement except as expressly set forth and/or permitted herein.
205. Representations and Warranties. Participant represents and warrants to Agency.
and the Agency enters into this Agreement in material reliance upon the following representations
and warranties of the Participant:
a. Authority. Participant is a duly organized corporation and is
authorized to do business in the State of California and is in good standing under the laws of the
State of California. The copies of the documents evidencing the organization of the Participant
which have been delivered to the Agency are true and complete copies of the originals, as
amended to the date of this Agreement. Participant has full right, power and lawful authority to
undertake all obligations as provided herein and the execution, performance and delivery of this
Agreement by Participant has been fully authorized by all requisite actions on the part of the
Participant.
b. No Conflict. To the best of Participant's knowledge, Participant's
execution, delivery and performance of its obligations under this Agreement will not constitute a
default or a breach under any contract, agreement or order to which the Participant is a party or
by which it is bound.
C. No Participant Bankruptcy. Participant is not the subject of a
bankruptcy proceeding.
d. Economic Feasibility. The Agency Loan is necessary for the
economic feasibility of the development of the Facility and the installation of the capital
equipment therein, and such assistance cannot be obtained on economically feasible terms on the
open market..
e. Litigation. To the best of Participant's knowledge, there are no
actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or
any portion thereof, at law or in equity, before any court or governmental agency, domestic or
foreign.
f. Governmental Compliance. To the best of Participant's
knowledge,: Participant has not received any notice from any governmental agency or authority
alleging that the Site is currently in violation of any law, ordinance, rule, regulation or
requirement applicable to its use and operation. If any such notice or notices are received by
Participant following the date this Agreement is signed by the Agency, Participant, within ten
(10) days of such notice, shall notify the Agency in writing thereof.
January 12, 1996
PueL:32516_31391162740.00000
•
0
Until the Agency Loan is repaid in full, the Participant shall, upon learning of any
fact or condition which would cause any of the warranties and representations in this Section 205
not to be true shall immediately give written notice of such factor condition to the Agency.
300. EXPANSION OF AND INSTALLATION OF EQUIPMENT TO THE FACILITY
ON THE SITE
301. Scope of Development. The. Participant shall expand the Facility in accordance
with the Scope of Development, which is attached hereto as Attachment No. 4. (the
"Expansion"). The Expansion shall generally consist of the expansion of currently existing
buildings, -the installation of specified capital equipment, including, but not limited to, pollution
control devices to be installed within one (1) year from the date of this Agreement and the
installation of additional capital equipment including, but not limited to, additional pollution
control devices as required annually by governmental agencies.
302. Land Use Approvals. Before commencement of the Expansion of the Facility
and installation and/or retrofitting of the capital equipment or other works of improvement upon
the Site, the Participant shall, at its own expense, secure or cause to be secured any and all land
use and other entitlements, building permits, and other permits and approvals which may be
required by any Governmental Requirements for the Expansion of the Facility by the'City or any
other governmental agency affected by such construction or work. The Participant shall, without
limitation, apply for and secure the following, and pay all costs, charges and fees associated
therewith:
a. All permits and fees required by the City, County of Los Angeles, and
other governmental agencies with jurisdiction over the Improvements, the
Facility or the Site; and
b. Any environmental studies and documents required pursuant to the
California Environmental Quality Act or other applicable laws or
regulations.
The Agency staff will work cooperatively with the Participant to assist in
coordinating the expeditious processing and considerationof all necessary permits,. entitlements
and approvals. However, the execution of this Agreement does not constitute the granting of, or
a commitment, or the exercise of any discretion to obtain any required land use permits,
entitlements or approvals required by the Agency, or the City, or any other government entity..
3.03. Schedule of Performance. The Participant shall commence and complete all of
the Expansion, and satisfy all other obligations and conditions of this Agreement within the times
established therefor in the Schedule of Performance.
304. Cost of Expansion.. Except to the extent otherwise expressly set forth in this
Agreement, any and all of the costs of the Expansion of the Facility required in conformance
with this Agreement shall be funded at the expense of the\ Participant. The .proceeds of the
Agency Loan shall be utilized for the partial funding of the cost of the Expansion and installation
of the capital equipment to'the Facility.
January 12, 1996
PUBL:32516_31391IB2740.00000 7
305. Insurance Requirements. The Participant shall take out and maintain and shall
cause its contractor(s) to take out and maintain throughout the term of this Agreement, a
comprehensive general liability policy in the amount of One Million Dollars ($1,000,000)
combined single limit policy, and a comprehensive automobile liability policy in the amount of
One Million Dollars ($1,000,000), combined single limit, or such other policy limits as the
Agency may approve at its discretion, including contractual liability, as shall protect the
Participant, City and Agency from claims for such damages. Such policy' or policies shall .be
written on an occurrence form. The Participant shall also furnish or cause to be furnished to the
Agency evidence satisfactory to the Agency that Participant and any contractor with whom it has
contracted for the performance of work on the Site or otherwise pursuant to this Agreement
carries workers' compensation insurance as required by law. The Participant shall furnish a
certificate of insurance, countersigned by an authorized agent of the insurance carrier on a form
approved by the Agency setting forth the general provisions of the insurance coverage. This
countersigned certificate shall name the City and the Agency and their respective officers,
employees, agents and representatives as additionally insured parties under the policy, and the
certificate shall be accompanied by a duly executed endorsement evidencing such additional
insured status. The certificate and endorsement by the insurance carrier shall contain a statement
of obligation on the part of the carrier to notify City and the Agency of any material change,
cancellation or termination of the coverage -at least thirty (30) days in advance of the effective
date of any such materlial change, cancellation or termination. Coverage provided hereunder by
the Participant shall beprimary insurance and not be contributing with any insurance maintained
by the Agency or City and the .policy shall contain such an endorsement. The insurance policy
or the endorsement shall contain a waiver of subrogation for the benefit of the City and the
Agency. The require& certificate shall be furnished by the Participant at the time set forth
therefor in the Schedule of Performance and shall be maintained throughout the term of the .
Agency Loan.
306. Compliance With Laws. The Participant shall carry out the design and
Expansion of the Improvements and the installation of all capital equipment in conformity with all
applicable laws, including, to the extent applicable, all applicable state labor standards, the City
zoning and development standards, building, plumbing, mechanical and electrical codes, and all
other provisions of the City Municipal Code, and all applicable disabled and handicapped access
requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C.
Section 12 10 1, et seq. , Government Code Section 4450, et seq., Government Code Section
11135, et seq., and the, Unruh Civil Rights Act, Civil Code Section 51, et seq.
306.1
all persons employed o
companies, and all subs
without regard to, or b
pregnancy, childbirth o
or mental disability; an
Section 2000, et seq., t
Discrimination in Empl
Reform and Control A(
California Fair Employ
California Equal Pay L
11135, the Americans
January 12, 1996
PU13L:32516_31391 I B2740
c)ndiscrimination in Employment. Participant certifies and agrees that
applying for employment by it, its affiliates, subsidiaries, or holding
mtractors, bidders and vendors, are and will be treated equally by it
:ause of race, color, religion, ancestry, national origin, sex, age,
related medical condition, medical condition (cancer related) or physical
in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age
yment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration
of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the
ent and Housing Act, Cal. Government Code Section 12900, et seq., the
v, Cal. Labor Code Section 1197.5, Cal. Government Code Section
th Disabilities Act, 42 U.S.C. Section 12 10 1, et seq., and all other anti-
1'
discrimination laws and regulations of the,United States and the State of California as they now
exist or may hereafter be amended.
306.2 Taxes and Assessments. The Participant shall pay prior to delinquency
all ad valorem real. estate taxes and assessments on the Site; subject to the Participant's. right to
contest in good faith any such taxes. The -Participant shall remove -or have removed any levy or
attachment made on the Site or any part thereof, or assure the satisfaction thereof within a
reasonable time.
306.3 Condition of the Site. The Participant shall take all reasonable
precautions to- prevent the release into the environment of any Hazardous Materials which are
located in, on or under the Site. Such precautions shall include compliance with all
Governmental Requirements with respect to Hazardous Materials. As a condition to the
Agency's disbursement of the Agency Loan proceeds, the Participant shall cause any release of
Hazardous Materials in, on or under the Site which is by or caused by Participant to be
remediated in accordance with all Governmental Requirements.
Participant agrees to indemnify, defend and hold Agency harmless from and
against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
arising out of, or based upon (i) the release, use, generation, discharge, storage or disposal of
any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous
Materials to or from, the Site, or (ii) the violation, or alleged violation, of any statute, ordinance,
order, rule, regulation, permit, judgment or license relating to the use, generation, release,
discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to
or from, the Site. This indemnity shall include, without limitation, any damage, liability, fine,
penalty, parallel indemnity after closing cost or expense arising from or out of any claim, action,
suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible
property damage, compensation for lost wages, business income, profits or other economic loss,
damage,to the natural resource or the environment, nuisance, contamination, leak, spill, release
or other. adverse effect on the environment.
306.4 Relocation Obligations. The Participant shall be solely responsible for
and hereby agrees to indemnify, defend, and hold harmless. the Agency and pay for any and all
costs, expenses, or payments incurred or to be incurred by the Agency for complying and/or
causing compliance with all Government Regulations or other applicable federal, state and local
laws and regulations .concerning the displacement and/or relocation, prior to the date of this
Agreement, of all Eligible Persons and/or businesses from the Site, if any, including without
limitation, compliance with the California Relocation Assistance Law, California Government
Code Section 7260, et seq. and all federal, state and local regulations implementing such laws.
Further, Participant, acknowledges and agrees that it is not and shall not be entitled to any
relocation benefits or assistance from the Agency if it vacates the Site after the date of this
Agreement for whatever reason.
January 12, 1996
PUBL:32516_31391 I B2740.00000 9
400. COVENANTS AND RESTRICTIONS
401. Use Covenants. The Participant covenants and agrees for itself, its successors,
assigns, and every successor in interest to.its interest in the Site or any part thereof, that the
Participant shall devote the Site to the uses specified in the Redevelopment Plan for the period of
time specified therein. The Participant agrees, from the date a Certificate of Occupancy is
issued for the Expansion of the Facility until the tenth (10th) anniversary of the date a Certificate
of Occupancy is issued for the Facility, to continuously occupy, use and operate the entire
Facility as a battery manufacturing and distribution facility, and related incidental uses. All uses
and operations conducted on the Site, including, .without limitation, all activities undertaken by
the Participant pursuant to this Agreement, shall conform to the Redevelopment Plan and all
applicable provisions of the City Municipal Code. The foregoing covenants shall run with the
land.
402. Maintenance Covenants. The Participant shall maintain the Site and all
improvements thereon, including lighting and signage, in good condition, free of debris, waste
and graffiti, and in compliance with the terms of the Redevelopment. Plan and' with all applicable
provisions of the City Municipal Code. Participant shall maintain the Improvements and
landscaping on the Site in accordance with the "Maintenance Standards," as hereinafter defined.
The Maintenance Standards shall apply to all buildings, signage, lighting,. landscaping, irrigation
of landscaping, architectural elements identifying the Site and any and all other Improvements on
the Site. To accomplish the maintenance, Participant shall either staff or contract with and hire
licensed and qualified personnel to perform the maintenance work, including the provision of
labor, equipment,. materials, support facilities, and any and all other items necessary to comply
with the requirements of this Agreement.
The following standards ("Maintenance Standards") shall be complied with by
Participant and its maintenance staff, contractors or subcontractors:
1. The Improvements shall be maintained in conformance and in compliance
with reasonable commercial development maintenance standards for similar projects, including
but not limited to: painting and cleaning of all exterior surfaces and other exterior facades
comprising all private improvements and public improvements to the curbline. The.
Improvements shall be maintained in good condition and in accordance with the custom and
practice generally applicable to comparable industrial facilities located within Los Angeles
County, California.
2. Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;.
trimming and shaping of trees and shrubs to maintain a healthy, 'natural appearance and safe road
conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and
staking for support of trees.
3. Clean-up maintenance shall include, but not be limited to: maintenance of
all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all
such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal
of all trash, litter and other debris from improvements and landscaping prior to mowing;
January 12, 1996
PUBL:32516_31391 ( B2740.00000 10
clearance and cleaning of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris
are properly disposed of by maintenance workers.
Agency agrees to notify Participant in writing if the condition of the
Improvements do not meet with the Maintenance Standards. and to specify the deficiencies and the
actions required to be taken by Participant- to cure the deficiencies. Upon notification of any
maintenance deficiency, Participant shall have thirty (30) days within which to correct, remedy or
cure the deficiency. If the written notification states the problem is urgent relating to the public
health and safety of the City or the Agency, then Participant shall have forty-eight (48) hours to
rectify the problem.. In the event Participant does not maintain the.Improvements in the manner
set forth herein and in accordance with the Maintenance Standards, Agency shall have, in
addition to any other rights and remedies hereunder, the right to maintain such Improvements, or
to contract for the correction of such deficiencies, after written notice to Participant.
403. Nondiscrimination Covenants. The Participant covenants by and for itself and
any successors in interest that there shall be no discrimination against or segregation of any
person or, group of persons on account of race, color, creed, religion, sex, marital status, national
origin or ancestryin the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the Site, nor shall the Participant itself or any person claiming under or through it establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Site. The foregoing covenants shall run with the land.
The Participant shall refrain from restricting the rental, sale or lease of the Site on
the basis of race, color, religion, sex, marital status, ancestry or national origin of any person.
All such deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
a. In deeds: ' "The grantee herein covenants by and for himselfor herself,
his or her heirs, executors, administrators and assigns,. and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race,,color, creed, religion, sex, marital status,. national origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee or any person claiming under or through him or her,. establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vw,ndees in the land herein conveyed. The foregoing covenants shall run with the land."
b. In leases: "The lessee herein covenants by and for himself or herself,. his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following. conditions:
"That there shall be no discrimination against or segregation of any,
person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee himself
January 12, 1996
PUBS:32516_31391 I B2740.00000 11
I
or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location., number,
use, or occupancy of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
C. In contracts:. "There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the transferee himself or herself or any person claiming
under or through him or her, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the premises."
404. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Expansion. The Agency is deemed the beneficiay of the terms and provisions
of this Agreement and of the covenants running with,the land, for and in its own right and for the
purposes of protecting the interests of the community and other parties, public or private, in
whose favor and for whose benefit this Agreement and the covenants running with the land have
been provided, without regard to whether the, Agency has been, remains or is an owner of any
land or interest therein in the Site or in the Redevelopment Project. The Agency shall have the
right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to
maintain any actions or suits at law or in equity or other proper proceedings to enforce the'curing
of such breaches to which it or any other beneficiaries of this Agreement and covenants may be
entitled. The covenants pertaining to use and operation of the Site which are set forth in
Section 401 and the covenants pertaining to maintenance of the Site and all improvements thereon
which are set forth in Section 402, shall remain in effect for the periods set forth therein. The
covenants against discrimination, as set forth in Section 403, shall remain in effect in perpetuity.
500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time -set forth in Section 602 of
this Agreement, failure by either party to perform any action or covenant required by this
Agreement or to comply with any provision of this Agreement within the time periods provided
herein following notice and failure to cure as described hereafter, constitutes a "Default" under
this Agreement. A. party claiming a Default shall give written notice of Default to the other party
specifying the alleged Default. Except as otherwise expressly provided in this Agreement, the
claimant shall not institute any proceeding against any other party on or before thirty (30) days
from the date of the notice of Default, and the other party shall not be in Default if such party
within thirty (30) days from the date of such notice cures such default, or if such default is not
reasonably capable of being cured within such time period, immediately and with due diligence
commences to cure, correct or remedy such failure or delay and completes such cure, correction
or remedy promptly and with due diligence.
502. Institution of Legal Actions. The Participant's sole remedies for the Agency's
breach of this Agreement shall be (a) in the event of the Agency's failure to disburse the Agency
Loan, Participant may institute an action at law or equity to seek specific performance of the
January 12, 1996
PUBL:32516_3 1 391 I B2740.00000 12
terms of this Agreement, or (b) to terminate this Agreement as provided in Section 503 herein.
The Participant knowingly acknowledges and agrees that it shall not be entitled to recover actual
or consequential damages of whatever kind or nature for any Default of the Agency hereunder.
Any such legal action must be instituted in the Superior Court of the County of Los Angeles,
State of California, in an appropriate municipal court in Los Angeles County, or in the United
States District Court for District of.California in which. Los Angeles County is located. The
Agency's sole remedy for the Participant's breach of this Agreement or failure to satisfy the
Conditions Precedent to the disbursement, of the Agency Loan shall be to terminate this
Agreement as provided in Section 504 herein, and/or to declare the Agency'Loan immediately
due and payable.
503. Termination by the Participant. In the event that the Conditions Precedent to
Agency Loan Disbursement are timely met and the Agency does not make the required Agency
Loan disbursement in the amount and by the date provided in this Agreement, then the
Participant may seek specific performance of this Agreement as set forth in Section 502 above.
From the date of the Notice of termination of this Agreement by the Participant to the Agency
and thereafter this Agreement shall be deemed terminated and there shall be no further rights or
obligations between the parties.
504. Termination by the Agency. In the event that the Participant is in Default of this.
Agreement or fails to satisfy the Conditions Precedent to Agency Loan Disbursement, and fails to
cure such Default or satisfy such Conditions Precedent within the time set forth in Section 501
hereof, then this Agreement and any rights of the Participant or any assignee or transferee with
respect to or arising out of the Agreement, shall, at the option of the Agency, be terminated by
the Agency by written notice thereof to the Participant. From the date of the Notice. of
termination of this Agreement by the Agency to the.Participant and thereafter, there shall be no
further rights or obligations between the parties.
505. Acceptance of Service of Process. In the event that any legal action is
commenced by the Participant against the"Agency, service of process on the Agency shall be
made by personal service upon the Secretary of the Agency (who is the City Clerk of the City) or
in such other manner as may be provided by law. In the event that any legal action is
commenced by the Agency against the Participant, service of process on the Participant shall be
made by personal service upon the President of Participant, or any other agent for service of
process which is designated by Participant with the California Secretary of State, and service
shall be deemed good whether such service is made in or outside California, or service may be
made in such other manner as may be provided by law.
50�1_ Inaction Not a.Waiver of Default. Any failures or delays by either party in
assertinf any of its rights and remedies as to any Default shall not operate as a waiver of any
Default or -,of any such rights or remedies,, or deprive either such party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights. or remedies.
507. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
January 12, 1996
PUBL:32516_31391 I B2740.00000 13
508. Participant's Indemnity. The Participant shall defend, indemnify, assume all
responsibility for, and hold the Agency and the City, and their officers, employees, agents and
representatives; harmless from, all claims, demands, damages, defense costs or liability of any
kind or nature relating to the subject matter of this Agreement or the implementation hereof and
for any damages to property or injuries to persons, .including accidental death (including
attorneys' fees and costs), which may be caused by any of the Participant's activities under this
Agreement, whether such activities or performance thereof be by the Participant or by anyone
directly or indirectly employed or contracted with by the Participant and whether such damage
shall accrue or be discovered before or after termination of this Agreement. The Participant shall
not be liable for property damage.or bodily injury occasioned by the sole intentional act or the
sole negligence of the Agency or City or their officers, employees, agents and representatives.
600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which either party may desire to give
to the other party under this Agreement must be in writing and may be given by any
commercially acceptable means to the party to whom the Notice is directed at the address of the
party as set forth below, or at any other address as that party may later designate by Notice.
To Agency: West. Covina Redevelopment Agency
1444 W. Garvey Ave. South
West Covina, California 91193
Attention: Agency Director
To Participant: Concorde Battery Corporation
2009 San Bernardino Road
West Covina, California 91790
Attention: Donald Godber
Any written notice, demand or communication shall be deemed received
immediately if delivered by hand and shall be deemed received on the third day from the date it
is postmarked if delivered by registered or certified mail.
602. Enforced Delay; Extension of Times of Performance. In addition to specific
provisions of this Agreement,- performance by either party hereunder shall not be deemed to be in.
Default, and all performance and other dates specified in this Agreement shall be extended,
where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation; governmental restrictions or priority;
Iitigation;.unusually severe weather; inability to secure necessary labor, materials or tools; delays -�
of any c-ntractor, subcontractor or, supplier; acts or omissions of the other party; acts or failures
to act of the City or any other public or governmental agency or entity (other than the acts or
failures to act of the Agency which shall not excuse performance by the Agency), including
without limitation the failure of the State of California to timely provide sales and use tax
statistics with respect to the Site; or any other causes beyond the control or without the fault of
the party claiming an extension of time to perform. Notwithstanding anything to the contrary in
January 12, 1996
PUBL:32516_313911132740.00000 14
this Agreement; an extension of time for any such cause shall be for the period of the enforced
delay and shall commence to run from the time of the commencement of the cause, if notice by
the party claiming such extension is sent to the other party within thirty (30) days of the
commencement of the cause. Times of performance under this Agreement may also be extended
in writing by the mutual agreement of Agency and Participant.
603. Transfers of Interest in Site or Agreement.
603.1 Prohibition. The qualifications and identity of the Participant are of
particular concern to the Agency. It is because of those unique qualifications and identity that the
Agency has entered into this Agreement with the Participant. For the period commencing upon
the date of this Agreement and until the expiration of the use and operating covenants which are
set forth in Section 401 hereof, no voluntary or involuntary successor in interest of the
Participant shall acquire any rights or powers under this Agreement, nor shall the Participant
make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease
of the whole or any part of the Site or the Improvements thereon, without prior written approval
of the Agency, except as expressly set forth herein. Any proposed total or partial sale, transfer,
conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the Site or
the Facility will entitle the Agency to its right of termination of this Agreement, and/or
acceleration of all amounts due under the Promissory Note.
603.2 Permitted Transfers. Notwithstanding any other provision of this
Agreement to the contrary, Agency approval of anassignment of this Agreement or conveyance
of the Facility, or any part thereof, shall not be required in connection with any of the following:
a. Any transfers to an entity or entities in which the Participant or its
shareholders, members of their immediate , families, or trusts for their benefit,, retain a minimum
of fifty-one percent (51 %) of the ownership or beneficial interest and retains management and
control of the transferee entity or entities.
b. The conveyance or dedication of any portion of the Site to the City or
other appropriate governmental agency, or the granting of easements or permits to facilitate
Expansion of the Facility.
c. ' Any requested assignment for financing purposes to secure the funds
necessary 'for financing of the'Expansion. ,
In the event of an assignment by Participant under subparagraphs (a)
through (c), inr.l ;sive, above not requiring, the Agency's .prior approval, Participant nevertheless
agrees that ateast thirty (30) days prior to such assignment it shall give written notice to Agency
of such assignment and satisfactory evidence that the assignee has assumed jointly with ---
Participant the obligations of this Agreement.
603.3 Agency Consideration of Requested Transfer. The Agency reserves sole
and absolute discretion to approve or disapprove a request for transfer made pursuant to this
Section 603, upon Participant's delivery written notice to the Agency requesting such approval.
Such notice shall be accompanied by sufficient evidence regarding the proposed, assignee's or
purchaser's development and/or operational qualifications and experience, and its financial
January 12, 1996
PUBL:32516_3 13911 B2740.00000 15
commitments and resources; in sufficient detail to enable the Agency to evaluate the proposed
assignee or purchaser pursuant.to the criteria set forth in this Section 603 and as solely
determined by the Agency. An assignment and assumption agreement in form satisfactory to the
Agency's legal counsel shall also be required for all proposed assignments. Within thirty (30)
days after the receipt of the Participant's written notice requesting Agency approval of an
assignment or transfer pursuant to this Section 603, the Agency shall either approve or
disapprove such proposed assignment or shall respond in writing by stating what further
information, if any, the Agency reasonably requires in order to determine the request complete
and determine whether or not to grant the requested approval. Upon receipt of such a response,
the Participant shall promptly furnish to the Agency such further information as may be
reasonably requested.
603.4 - Successors and Assigns. All of the terms, covenants and conditions of
this Agreement shall be binding upon the Participant and its permitted successors and assigns.
Whenever the term "Participant" is used in this Agreement, such term shall include any other
permitted successors and assigns as herein provided.
603.5 Assignment by Agency. The Agency may assign or transfer any of its
rights or obligations under this Agreement with the approval of the Participant, which approval
shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer
any of its interests hereunder to the City at any time without the consent of the Participant.
604. Conflicts of Interest. No member, official or employee of the Agency shall have
any personal interest, direct or indirect, in this Agreement, nor shall any such member, official
'or employee participate in any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership or association in which he is directly or
indirectly interested.
605. Relationship Between Agency and Participant. It is hereby acknowledged that
the relationship between the Agency and the.Participant is not that of a partnership or joint
venture and that the Agency and the Participant shall not be deemed or'construed for any purpose
to be the agent of the other. Accordingly, except as expressly provided herein or in the
Attachments hereto, the Agency shall have no rights, powers, duties or obligations with respect
to the development, operation, maintenance or management of the Facility. The Participant
agrees to indemnify, hold harmless and defend the Agency from any claim made against the
Agency arising from a claimed relationship of partnership or joint venture between the Agency
and the Participant with respect to the development, operation, maintenance or management of
the Site or the Facility.
606. Agency Approvals and Actions. Whenever a reference is made herein to an
action or approval to be undertaken by the Agency, the Executive Director of the Agency or his
or her designee is authorized to act on behalf of the Agency unless specifically provided
otherwise or the context should require otherwise. U
607. Counterparts. This Agreement may be signed in multiple counterparts which,
when.signed by all parties, shall constitute a binding agreement. This Agreement'is executed in
four (4) originals, each of which is deemed to be an original.
January 12, 1996
PUBL:32516_3 1 391 I B2740.00000 16
608. Integration.. This Agreement contains the entire understanding between the
parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are merged in this
Agreement and shall be of no further force or effect. Each party is entering this Agreement
based solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material. This'Agreement includes pages I
through 19. and Attachment Nos. 1 through 7, which constitute the entire understanding and
agreement of the parties, notwithstanding any previous negotiations or agreements between the
parties or their predecessors in interest with respect to all or any part of the subject matter
hereof.
609. Real Estate Brokerage Commission. The Agency and the Participant each
represent and warrant to the other that no broker or finder is entitled to any commission or
finder's fee in connection with this transaction, and each agrees to defend and hold harmless the
other from any claim to any such commission or fee resulting from any action on its part.
610. Attorneys' Fees. In any action between the parties to interpret, enforce, reform,
modify, rescind, or otherwise in connection with.any of the terms or provisions of this
Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive
relief, or any other relief to which it might be entitled, reasonable costs and expenses including,
without limitation, litigation costs and reasonable attorneys' fees.
611. Titles and Captions. Titles and captions are for convenience of reference only
and do not define, describe or limit the scope or'the intent of this Agreement or of any of its
terms. Reference to section numbers are to sections in this Agreement, unless expressly stated
otherwise.
612. Interpretation: As used in this Agreement, masculine, feminine or neuter gender
and the singular or plural number shall each be deemed to include the others where and when the
context so dictates. The word "including" shall be construed as if followed by the words
"without limitation. This Agreement shall be interpreted as though prepared jointly by both
parties.
613. No Waiver. A waiver by either party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by the other party shall not be
construed as a waiver of any succeeding breach of the same .or other covenants, agreements,
restrictions orconditions of this Agreement.
614. Mod'.i-yations. Any alteration, change or modification of or to this Agreement, in
order to become of ective, shall be made in writing and in each instance signed on behalf of each
Party.
615. Severability. If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition .or covenant to persons or circumstances other than those as to whom or which it is held
invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest
extent permitted by law.
January 12, 1996
PUBL:32516_3 1 39l I B2740.00000 17
616. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day, and including the last day,, unless the last day
is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall
mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If
any act is to be done by a particular timeduring a day, that time shall be Pacific Time Zone
time.
617. Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full
knowledge of any right which they may have; they have received independent legal advice from
their respective legal counsel as to the matters set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have
freely signed this Agreement without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.
618. Time of -Essence. Time is expressly made of the essence with respect to the
performance by the Agency and the Participant of each and every obligation and condition of this
Agreement.
619. Cooperation. Each party agrees to cooperate with the other in this transaction
and, in that regard, to sign any and all documents which may be reasonably necessary, helpful,
or appropriate to carry out the purposes and intent of this Agreement including, but not limited
to, releases or additional agreements.
620. Time for Acceptance of Agreement by Agency. This Agreement, when
executed'by the Participant and delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before forty-five (45) days after signing and delivery of this
Agreement by the Participant or this Agreement shall be void, except to the extent that the
Participant shall consent in writing to a further extension of time for the authorization, execution
and delivery of this Agreement.
621. Date of Agreement. The date of this Agreement ("Date of Agreement") shall be
after the Agreement has been duly authorized and approved by the Agency and shall be the date
when it shall have been signed by the Agency.
622. Non -Liability of Officials and Employees of the Agency and the Participant.
No member, official or employee of the Agency or the City shall be personally liable to the
Participant, or any successor in interest, in the event of any Default or breach by the Agency (or
the City) or for any amount which may become clue to the Participant or its successors, or on any
obligations under the terms of this Agreement.
623. Administration. This Agreement shall be administered and executed by the
Agency's Executive Director, or his designated representative, following approval of this
Agreement by the Agency. The Agency shall maintain authority of this Agreement through the
Executive Director (or his authorized representative). The Executive Director (or his authorized
representative) shall have the authority to issue interpretations, waive provisions and enter into
January 12, 1996
PueL:32516_31391182740.00000 18
amendments of this Agreement on behalf of the Agency so long as such actions do not
substantially change the uses or development permitted on the Site, or add to the costs of the
Agency as specified herein as agreed to by the Agency Board, and such. amendments may include
extensions in time specified in the Schedule of Performance. All other waivers or amendments
shall require. the written consent of the Agency Board.
IN WITNESS WHEREOF, the Agency and the Participant have executed this
Agreement on the respective dates set forth below.
AGENCY:
REDEVELOPMENT AGENCY OF THE CITY
OF WEST COVINA , a public body, corporate and
politic
Dated: 1996 By:
ATTEST:
Secretary
APPROVED AS TO FORM:
Stradlifig, Yoe a, barlson & Rauth
Agency Special Counsel
Dated: _; 19 , 1996
January 12, 1996
PUBL:32516_31391 I B2740.00000
I
Chairman
PARTICIPANT:
CONCORDE BATTERY CORPORATION, a
California corporation
19
----- ----- -
January 15, 1996
PUBL:32516 — 213911 B2740.00000
ECD221JM
VICINI T Y MAP
N. T. S.
Attachment 1-1
0
Is
ATTACHMENT NO. 2
SITE LEGAL. DESCRIPTION
SAID LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
THOSE PORTIONS OF LOTS 16 AND 17 OF EUGENE RIGGINS SUBDIVISION OF THE
HATHAWAY TRACT, IN THE CITY OF WEST COVINA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGE 37 OF
MISCELLANEOUS. RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF COVINA
BOULEVARD, (NOW KNOWN AS EAST RAMONA BOULEVARD), 60 FEET IN WIDTH,
AND THE WESTERLY LINE OF AZUSA CANYON ROAD, 60 FEET IN WIDTH, AS
SHOWN ON A MAP FILED IN THE OFFICE OF THE COUNTY SURVEYOR OF SAID
COUNTY AS NO. C.S.B. 2034-5; THENCE ALONG SAID NORTHERLY LINE, NORTH
870. 01' 32" WEST 345.85 FEET; THENCE NORTH 2° 58' 28" EAST 215 FEET TO THE
TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINNING,
CONTINUING NORTH 20 58' 28" EAST 15.00 FEET; THENCE NORTH 87'01' 32" WEST
35270 FEET, MORE OR LESS, TO A LINE WHICH BEARS NORTH 1- 03' 19" EAST
FROM A POINT ON SAID NORTHERLY LINE OF COVINA BOULEVARD, DISTANT
THEREON NORTH 790 06' 28" EAST 515.87 FEET FROM THE SOUTHEASTERLY
RIGHT-OF-WAY LINE OF THE BIG DALTON WASH, AS SHOWN ON THE SAID C.S.B.
MAP; THENCE ALONG SAID LINE, BEING ALSO THE EASTERLY LINE OF THE LAND
DESCRIBED IN THE DEED TO SAN GABRIEL VALLEY NEWSPAPERS, INC.,
RECORDED JANUARY,26, 19.53 AS INSTRUMENT NO. 1481, IN BOOK 40814, PAGE 98,
OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY RECORDER, NORTH 1 °
03' 19" EAST 169.01 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE .
SOUTHEASTERLY 11 FEET OF THE LAND DESCRIBED AS "PARCEL 57" OF THE
FINAL DECREE OF CONDEMNATION, ENTERED IN LOS ANGELES COUNTY
SUPERIOR _COURT CASE NO. 599819, A CERTIFIED COPY OF SAID DECREE HAVING
BEEN RECORDED ON DECEMPER 19, 1952 AS INSTRUMENT NO. 3118, IN BOOK
40567 PAGE 262.OF OFFICIAL„ RECORDS; IN SAID OFFICE OF THE COUNTY
RECORDER, SAID LAND BF'.NG KNOWN AS BIG DALTON WASH, 200 FEET WIDE;
ALONG SAID NORTHWESTERLY LINE, SOUTH 410 48' 29" WEST 351.83
FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE WESTERLY
LINE OF THE T�AND DESCRIBED IN PARCEL 1 OF THE DEED TO SANVALLEY
PUBLICATIONS, INC., RECORDED APRIL 29, 1960 AS INSTRUMENT NO. 4911, IN
BOOK D-831 PAGE 106 OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY
RECORDER; THENCE ALONG SAID PROLONGATION AND SAID WESTERLY LINE,
January 15, 1996
PUBL:32516_213911B2740.00000
ECD221JM
Attachment 2-1
SOUTH 10 03' 19" EAST 249.72 FEET TO SAID NORTHERLY LINE OF COVINA
BOULEVARD; THENCE ALONG SAID NORTHERLY LINE, NORTH 79° 06' 28" EAST
406.49 FEET AND SOUTH 870 0.1' 32" EAST 114.44. FEET TO A POINT ON SAID
NORTHERLY LINE THAT IS DISTANT THEREON NORTH 870O1' 32" WEST 415.85
FEET FROM SAID WESTERLY LINE OF AZUSA CANYON ROAD; THENCE NORTH 020
58' 28" EAST 215 FEET TO A LINE THAT IS PARALLEL WITH SAID NORTH LINE OF
COVINA BOULEVARD AND PASSES THROUGH THE TRUE POINT OF BEGINNING;
THENCE ALONG SAID PARALLEL LINE, SOUTH 87 ° 01' 32" EAST 70.00 FEET TO THE
TRUE POINT OF BEGINNING.
EXCEPT THOSE PORTIONS INCLUDED WITHIN THE LAND DESCRIBED IN THE DEED
TO SAID CITY, RECORDED FEBRUARY 22, 1978 AS INSTRUMENT NO. 78-193895, IN
SAID OFFICE OF THE COUNTY RECORDER.
ALSO EXCEPT FROM A PORTION OF SAID LAND, ALL OIL, GAS, HYDROCARBONS
AND OTHER MINERALS, TOGETHER WITH RIGHTS INCIDENTAL THERETO, AS
PROVIDED FOR IN THE DEED TO SAN GABRIEL VALLEY TRIBUNE, INC.,
RECORDED SEPTEMBER 11, 1962 AS INSTRUMENT NO. 6060, IN BOOK D 1751, PAGE
907 OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY RECORDER.
PARCEL 2:
AN EASEMENT FOR INGRESS AND EGRESS OVER THOSE PORTIONS OF LOTS 16
AND 17 OF EUGENE RIGGINS SUBDIVISION OF THE HATHAWAY TRACT, IN THE
CITY OF WEST COVINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 53, PAGE 37 OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN A
STRIP OF LAND 15 FEET WIDE, THE SOUTHERLY LINE OF SAID STRIP BEING
DESCRIBED AS FOLLOWS:.
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF COVINA
BOULEVARD, (NOW KNOWN AS EAST RAMONA BOULEVARD),.60 FEET IN WIDTH,
AND THE WESTERLY LINE OF AZUSA CANYON ROAD, 60 FEET IN WIDTH, AS
SHOWN ON A MAP FILED IN THE OFFICE OF THE COUNTY SURVEYOR OF SAID
COUNTY, AS NO. C.S.B. 2034-5; THENCE ALONG SAID NORTHERLY LINE, NORTH
870 OV.32" WEST 345.85 FEET; THENCE NORTH 20 58' 28" EAST 230 FEET TO THE
TRUE POINT OF BEGINNING; THENCE NORTH 87° 0V 32" WEST 352.70 FEET, MORE
OR LESS, TO A LINE WHICH BEARS NORTH 1 ° 03'.19" EAST FROM A POINT ON SAID
NORTHERLY LINE OF, COVINA BOULEVARD, R STAN,T THEREON NORTH 79° 06' 28"
EAST 515.87 FEET FROM THE SOUTHEASTERLY' RIGHT-OF-WAY LINE OF THE BIG
DALTON WASH; AS SHOWN ON THE SAID C.S.B. MAP.
January 15, 1996
PUBL:32516 213911B2740.00000
ECD221JM I
Attachment 2-2
SCHEDULE OF PERFORMANCE.
I. General Provisions
1. Execution of Agreement byAgency.
The Agency shall execute this
Agreement and, if approved, shall
deliver one. (1) copy thereof to the
Participant. .
2. Obtaining of City Entitlements for
Expansion of Facility.
The. Participant shall request and City
shall have approved all entitlements
allowing for the expansion of the
Facility.
3. Obtaining of Building Permits for
Expansion of Facility.
The Participant shall be entitled to.
obtain (subject to payment of all fees)
and City shall have approved all
building and other permits for the
expansion of the Facility.
4. Completion of Construction of the
Expansion of the Facility.
Participant shall complete construction
of the expansion of the Facility and "ity
shall have approved a Certificate r
Occupancy.
January, 15, 1996
PUBL:32516_213911B2740.00000
ECD221JM
Attachment 3-1
Within forty-five (45) days after
Participants delivery to Agency of
three (3) executed copies of this
Agreement.
Completed
Completed. .
Within six (6) months following the
approval of all building and other
permits for the expansion of the
Facility.
II. Installation of Equipment to the Facility.
1. Obtaining of Building Permit for the
Installation of Equipment to the Facility.
Participant shall be entitled to obtain (subject
to- all fees) and City shall have approved all
building and other permits for the installation
of specified capital equipment to the Facility.
2. Installation of Equipment for the
FacilLty.
Participant shall complete installation of
specified capital equipment to the
Facility.
I
_1
i
I
January'24, 1996
PUBL:32516 213911B2740.00000
ECD221JM
f.
Attachment 3-2
Within three (3) months following
approval of a Certificate of
Occupancy.
Within one (1) month following the
approval of all building and other
permits for the installation of
specified capital equipment to the
Facility.
r
•
�J
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
EXPANSION OF THE FACILITY
The Facility was originally approved by the City for the development of three industrial buildings
totaling 67,475 square feet on October 5, 1977. The development was divided into three phases
as follows: Phase 1 - 17,700 square feet; Phase 2 - 18,500 square feet; Phase 3 - 31,275 square
feet. Only the first two phases were constructed.
In order to increase production, the Participant now requires that Phase 3 be constructed in
accordance to the original City approval, but with minor modifications. These modifications
include reducing the square footage of the building to 30,766 square feet, and altering the parking
layout and landscape planter locations in order to improve on -site circulation and provide
perimeter landscaping from an adjacent mobile home park.
The Participant will complete the development of Phase 3 pursuant to the conditions of approval
contained in Planning Commission. Resolution No. 06-95-4309 approved on June 13, 1995.
INSTALLATION OF SPECIFIED CAPITAL EQUIPMENT
Participant will install specified capital equipment, including,.but not limited to, pollution control
devices, pursuant to the Schedule of Performance, which is attached to the Agreement as
Attachment No. 3. The specified capital equipment is identified by the "List of Capital
Equipment" which is attached hereto as 'Exhibit "A".
January 15, 1996
PUBL:32516 213911B2740.00000
ECD221JM
Attachment 4-1
EXHIBIT "All
LIST OF CAPITAL EQUIPNIENT
1. Pollution Control Device. .
a. Torit High Temp Baghouse.
b. Torit filter and housing.
C. Ducting and Installation.
Total:
January 15, 1996
PUBL:32516_21391 I B2740.00000
ECD221JM
Attachment 4-1
$ 53,169.69.
$ 7,173:00.
$ 44, 892.56.
$105,235.25.
L�
ATTACIUVIENT NO. 5
PROMISSORY NOTE
West .Covina, California
I
Date:
2'
r
FOR VALUE RECEIVED, CONCORDE BATTERY CORPORATION, a California
corporation (the "Maker"), promises to payj to the REDEVELOPNIENT AGENCY OF THE
CITY OF WEST COVINA, a public. body, corporate and politic (the "Holder"), or order, at
1444 W. Garvey Ave. South, West Covina, California, 91793, or such other address as Holder
may direct from time to time in writing, Eighty -Eight Thousand Dollars ($88,000) (the "Note
Amount"), together with interest thereon at the rate set forth herein. All sums hereunder shall be
payable in lawful money of the United States of America and all sums shall be credited first to
an
interest then due d the balance to principal.
1. Owner Participation Agreement. This Promissory Note is made and delivered
pursuant to an Owner Participation. Agreement entered by and between the Holder and the Maker
dated , 1996 (the "Agreement"), a copy of which is on file as a public record with
the Holder and is incorporated herein by reference. The Maker acknowledges that but for the.
execution of this Promissory Note, the Holder would not have entered into the Agreement or
made or disbursed the. Agency Loan contemplated therein. Unless definitions of terms have been
expressly set out at length herein, each term used herein shall have the same definition as set
forth in the Agreement.
2. Interest Rate. Simple interest shall accrue on the Note Amount at a rate of Five
percent (5 %). per annum.
3. Repayment of Agency Loan. The Note Amount shall be paid by Maker to .
Holder in ten (10) equal payments of $11,396.40, which shall be due on each of the first (1st)
through tenth (loth) anniversary dates of the execution of th is :Promissory Note. Each annual
payment shall. be forgiven if the Maker satisfies the following conditions:
a. Operation of Facility. Participant shall have continuously operated the
Facility during the entire immediately preceding Annual .:eriod in accordance with Section 401 of
the Agreement.
b. Payment of Property Taxes. No ad valorem property taxes or
assessments assessed with respect to 0,e Site shall be delinquent.
c. - Proof of Insurance. The Participant shall have provided proof of a
insurance conforming to Section 305 of the Agreement.
January 12, :1996
PUBL:32516_31391 I B2740.00000 . Attachment 5-1
d. No Default. Participant shall not be in default of any of the terms or
obligations of the Agreement, and all representations and warranties of Participant contained in
the Agreement, shall be true and correct in all material respects.
i
4. Acceleration. The whole of the Note Amount plus accrued interest and all other
payments due hereunder shall become due and be immediately payable to the Holder by the
Maker upon the occurrence of any one of the following events:
a. Maker sells, leases, exchanges, transfers or otherwise conveys all or any
part of the Site, and '!such sale, lease, exchange, transfer or conveyance has not been approved by
the Agency pursuant to Section 603 of the Agreement; or
b. Maker is in material default of any other obligation of the Agreement, and
such default has not been cured within the time set forth in the Agreement.
i
The requirements of the Agreement and the Declaration of Conditions, Covenants and
Restrictions shall not be extinguished by such payment, shall remain in full force and effect and
shall be binding upon the Maker and Maker's assigns and successors until the termination date of
the Agreement and the Declaration of Conditions, Covenants and Restrictions.
5. Security for Note. This Promissory Note shall be secured by a deed of trust
encumbering the Property (the "Agency Deed of Trust"), executed by Maker as Trustor in favor
of Holder as Beneficiary.
6. Prepayment of Note Amount. Maker may prepay to Holder the full Note
Amount, together with interest thereon, at any time prior to the due date of the Note Amount;
provided, however, that the requirements of the Maker pursuant to the Agreement and the
Declaration of Conditions, Covenants and Restrictions shall not be extinguished by. such
prepayment, and shall remain.in full force and effect until the expiration date of the Agreement
and the Declaration of Conditions, Covenants and Restrictions
7.. Holder May Assign. Holder may, at its option, assign its right to receive
payment under this Promissory Note without necessity of obtaining the consent of the Maker.
8. Makers Assignment Prohibited. In no event shall Maker assign or transfer any
portion of this Promissory Note without the prior express written consent of the Holder, which
consent may be given for withheld in the Holder's sole discretion.
9. Attorneys' Fees and Costs. In the event that any action' is instituted to enforce
payment under this Promissory Note, the Maker promises to pay to the Holder the court costs
and reasonable attorneys' fees incurred by the Holder thereby.
10. Joint and Several Liability. Each of the parties executing this Promissory Note
shall be jointly and severally liable for the entire.amount due hereunder.
11. Non -Waiver. Failure or delay in giving any notice required hereunder shall not
constitute a waiver of any default or late payment, nor shall it change the time for any default or
payment.
January 12, 1996
PUBL:32516_3 1 391 I B2740.00000 Attachment 5-2
1,
12. Successors Bound. This Promissory Note shall be binding upon the parties
hereto and their respective heirs, successors and assigns.
4
MAKER:
CONCORDE .BATTERY CORPORATION, a
California corporation
By:
Its:
January 12, 1996
PUBL:32516_31391 I B2740.00000 Attachment 5-3
ATTACHMENT NO. 6.
Order No.
Escrow No.
Luan No.
W14EN RECORDED :Nt.UL
SPACE ABOVE THIS LL`JE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, made
TnUSTOR, whose address is
corporation, herein called TRUSTEE. and
EENEFiCIARy,
between
ails.-
. herein cailec
WITNESSETH: That Trustor 'grants to Trustee in trust, with power of sale, that properly in
County of i , State of California, described as:
together with the rents, issues and Profits thereof, subject; however, to the right, power and authority hereinafter given ro ard
conferred upon Beneficiary to collectl
and apply such rents, issues and profits for the purpose of securing (1) payment of ;he sumof S. with interest thereon according to the terms of a promissory note or notes of even date here:vith made by
Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2) the performance of each agreement of Trustor
incorporated by reference or.contained herein and (3) payment of additional sums and interest thereon which may hereafter.be
loaned to Trustor, or his successors or'assigns, when evidenced by a promissory note or notes reciting that they are secured by
this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and
all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in
subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed
of trust recorded in Orange County August.1 7, 1964, and in all other counties August 18, 1964, in the book and at the page of
Official Records in the office of the co
of such county, namely: unty recorder of the county where said property is located, noted below opposite the name
(CONTINUED ON NEXT PAGE)
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
Alameda
1288
556
Kings
858
BOOK
'
PAGE
COUNTY
BOOK
PAGE
Alpine
3
130-31
Lake
437
713
Placer
1028
379
Sierra
38
187
Amador
133
438
Lassen
192
110
Plumas
166
1307
Siskivou
506
762
Butte
1330
513
Los Angeles
T-3878
367
874
Riverside
3778
347
Solana
1287
621.
Calaveras
185
338
Madera
911
Sacramento
5039
121
Sonoma
2067
127
Colusa
323
391
Mann
I36
San Benito
300
405
Stanislaus
1970
56
Contra Costa
4684
1
Manoos
1649
122
San Bernardino
6213
768
Sutter .
655
585
Del Norte
101
549
Mendocino
90
667
453
San Francisco
A-804
596
Tehama
457
133
El Dorado
704
635
Merced
1660
99
San Joaquin
2855
283
Trinity
108
595
Fresno
5052
623
Monoc
753
San Luis Obispo
1311
137
Tulare
2530
108
Glenn
469
76
Mon
191
93
San Mateo
4778
175
Tuolumne
177
160
Humboldt
601
83
o
Monterev
69
302
Santa Barbara
2065
881
Venture
2607
237
Imperial
1189
701
Neoe
357
Santa Clara
6626
664
Yolo
769
16
Invo
165
672
Nevada
704
742
742
Santa Cruz
1638
607 '
Yuba
398
693
Kern
3756
690
Orange
363
7182
ga
Shasta
Boo
633
18
San Diego
SERIES 5
Book 1964. Page t4977.1
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and
provisions contained in said subdivisions A and B, (identical in all counties, and printed on pages 3 and 4 hereof) are
by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as
if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured herebvfullyas,
provided the charge therefor does not exceed the maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to
him at his address hereinbefore set forth.
Signature of Trustor
Signature of. Trustor '
STATE OF CALIFORNIA }ss
COUNTY OF }
On before me,
personally appeared
personally known to me (or proven to me on the basis of satisfactory evldencei to be the Person(s) .vhose name(s) is/are subscribed to the within
instrument .and acknowledged to me that he/she/they executed the same in his/here/their autl.e .zed capacity(ies), and that by his;herr'their
signature(s) on the instrument the Person(s) or the entity upon behalf of which the person(s) act d, executed the instrument.
WITNESS my hand. -and official seal.
Signature
(This area for official notarial seal)
v
(CONTINUED ON NEXT PAGE)
1158 (I/94)
DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing vee.
of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
A. To protect the securitylof this Deed of Trust. Trustor agrees:
11 To keep said property in good condition and reoair, not to remove or demoli
and in good and workmanlike msh any building thereon; to complete or restore promonv
anner any building which may be constructed, damaged or destroyed thereon and to pay when due ail claims ror
labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements tc
be made thereon, not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate,
irrigate, fertilize, fumigate, prune and do all other acts which fr
enumerations herein not excludinom the character or use of said property may be reaso
g the general. nably necessary, the spec;fi 2) To provide, maintain and deliver to Beneficiary. The amount collected under any fire or other insurance policy may be aoplied o•r
Beneticiary upon any indebtedness secured hereoy and in such order as Beneficiary may determine, or at option of Beneficiary the entire amoun;
so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any
hereunder or invalidate any act done pursuant to such notice. default or notice or defaui:
3) To appear in and defend any action or proceeding purporting to affect the security hereof'or the rights or powers of --eneficiary or
Trustee; and to pay ail costs and expenses, including cost of evidence•of title and attorney's fees in a reasonable sum, in any such action cr
proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay; at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant
water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior
hereto; all costs, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do
and without notice to or demand upon Trustor and withoutreleasing Trustor from any obligation hereof, may; make or do the same is such manner
and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said orooerty
for such purposes; appear in and defeat any action purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee: pay,
purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in
exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure it
the amount allowed by law in effect! at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the
obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement
is demanded. i
B. It is mutually agreed:
1) That any aware in connection with any condemnation for public use of or injury to said property or.any part thereof is hereby assigned
and shall be paid to Beneficiary whoj may apply or release such moneys received by him in the same manner and with the same effect as above
provided for disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt
payment when due of all other sums�so secured or to declare default for failure so to pay.
3) That at any time or from Mime to time, without liability therefor and without notice, upon wr
m
of this Deed and said not for endorseent, and without affecting the personal liability of any person for payment itten request of Beneficiary and presentation of the indebtedness secured hereby,
Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join
in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and
said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees,
Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be
conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as "the person or persons legally entitled therdro•'.
5) That as additional security, Trustor hereby gives to and confers upon' Beneficiary the right, power and authority, during the continuance
of these Trusts. to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment
of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they
become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be
appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession or
said property or any part thereof, in his' own name sue for or otherwise collect such rents, issues, and profits, including, those past due and unpaid,
and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon=any indebtedness secured
hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents,
issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act
done pursuant to such notice.
6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary
may declare all sums secured hereby immediately due and payable by delivery to Trustee of writte ri' jeclaration of default and demand for sale and
of written notice of default and of election to cause to be sold said property, which. notice deposit with Trusteeshall cause to be filed for record. Beneficiary also snail
. this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of said'having
been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of
sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for case in lawful money
of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time
and place of sale, and from time to time thereafter may postpone such sale by public
announcement at. the time fixed
by preceding Postponement. Trustee shall deliver to such purchaser its deed conveying the Property soold, but without covenant or warranty, exp essor
implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor.
Trustee, or Beneficiary as hereinafter defined, may
purchase at such sale.
(CONTINUED ON NEXT PAGE)
1158 (I /94)
After deducting all costs, fees and expenses of trustee and of this Trust, including costs of evidence of title in connection with saie
Trustee shall apply to proceeds of ,sale to payment of: all- sums expended under the tern
entitled thereto.
amms hereof, not then repaid, with accrued interest at amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legail .
7) Beneficiary, or any successor in ownership of any indeb
substitute a suredness secured hereby, may.from time to time, by instrument in wriuna.
ccessor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and c
acknowledged and recorded in the office of the recorder of thecounty or counties where said property is situated shall be conclusive proof of proc.�r
rights,
of such successor Trustee or Trustees, who shall. without conveyance from the Trustee predecessor, succeed to all its title. esta-2.
rights, Powers and dunes. Saidinstrument.must contain the name of the original Trustor, Trustee and Beneficiary hereunder, th
,vhere this Deed is recorded and the name and address of the new Trustee. e book and Dace
3) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators. executors.
successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby; whether or nor.
named as Beneficiary herein. In this Deed, whenever the context so. requires the masculine gender includes the feminine and/or neuter, and
singular number includes the plural.
9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trust
is not obligated to. notify any parry hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Seneficiar•,
or Trustee. shall be a party unless brought by Trustee.
DO NOT RECORD
REQUEST FOR FULL RE-ONVEYANC-=
TO FIRST AMERICAN TITLE INSURANCE COMPANY, TRUSTEE:
The under signed is the legal owner and holder of the note and of all indebtedness secured by the foregoing Deed of Trust. Said nore.
together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied;and you are hereby requested and directec.
on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note above mentioned, an ail other evidences
of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranr/,
to the parties designated by the terms of said Deed of Trust, all the estate now. held by you under the same.
Dated
Please mail Deed of Trust,
Nate and Reconveyance to
Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both m
cancellation before reconveyance will be made. ust be delivered to the Trustee for
1153 (1/94)
i
ATTACHMENT NO. 7
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
West Covina Redevelopment Agency )
1444 W. Garvey Ave. South )
West Covina, CA 91793 )
ATTN: Executive Director 1
Space above for Recorder's use.
This document exempt from recording fees per Government Code
§ 6103.
DECLARATION OF CONDITIONS, COVENANTS
AND RESTRICTIONS FOR PROPERTY
THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS
FOR PROPERTY (the "Declaration") is made by and between CONCORDE BATTERY
CORPORATION, a California corporation (collectively referred to herein as the "Owner" or
"Covenantor"), and the REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA,
a public body corporate and politic (the "Agency" or "Covenantee"), as of the date set forth
below.
RECITALS
A. Owner and the Agency have entered into a certain Owner Participation Agreement
dated (the "Agreement"), pursuant to which the Covenantor has agreed to subject
certain real property, as such real property is described in the Legal Description attached hereto
as Exhibit "A" and incorporated herein (the "Site"), to certain covenants.
B. The Community Redevelopment Law (California Health and Safety Code § 33000
et seq.) provides that a redevelopment agency shall establish covenants running with the land in
furtherance of redevelopment plans.
NOW, THEREFORE, the parties hereto agree and covenant as follows:
1. Non -Discrimination Covenants.' Covenantorcovenants by and for itself, its
successors and assigns, and. all persons claiming under or through them that there shall be no
.-discriminatian against or_segreiQn_v€;--any-person-or-groap-of persons on account of race,' -
color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure, or enjoyment of the Site, nor shall Covenantor itself or any
person claiming -under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees,- or vendees in the Site.
January 12, 1996
vuBL:32516_31391IB2740.00000
Attachment 7-1
Covenantor, its successors a'nd assigns, shall refrain from restricting the rental,
sale or lease of the Site on the basis of race, color, religion, sex, marital status, national origin or
ancestry of any person.. All such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
j
(a) In deeds: "The grantee Herein covenants.by and for himself or herself, his
or her heirs, executors, administrators and assigns, ,and all persons claiming under or through
them, that there shall be.no discrimination against or segregation of, any person or group of
persons on account of race, color, religion, sex, marital status, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
nor shall the grantee himself or herself or,any person claiming under or through him or her
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number., use or occupancy of tenants, lessees, subtenants, sublessee or
vendees in the land herein conveyed. The foregoing covenants shall run with the land.
(b) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
"There shall be no discrimination. against or segregation of any person or
group of persons on account of race, color; religion, sex, marital status, ancestry or national
origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees,. sub lessees, subtenants or vendees in the premises herein leased."
(c) In contracts: "There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, religion, sex, marital status, ancestry
or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the premises, nor shall the transferee himself or herself or any person claiming under or through
him -or her, establish or permit. any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessee or vendees of the premises."
The covenants in this paragraph '1 shall run with the land in perpetuity.
2. Maintenance Requirements. The Owner shall maintain the Site and all
improvements thereon, including lighting and signage, in good condition, free cat debris, waste
and graffiti, in a clean and presentable manner, and in compliance with the te-, ms of the
_-Redeuel9Pment Plan and with-alf=appt cable.provisions of the City Municipal Code. Owner shall
maintain the Improvements and landscaping on the Site in accc;='lance with the "Maintenance
Standards," as hereinafter defined. The Maintenance Standards' shall apply to all buildings,
signage,-lighting, landscaping, irrigation of landscaping, architectural elements identifying the
Site and any and all other Improvements on the Site. To accomplish the maintenance, Owner
shall either staff or contract with and hire Licensed and qualified personnel to perform the
maintenance work, including the provision of labor, equipment, materials, support facilities, and
any and all other items necessary to comply with the requirements of this Agreement.
January 12, 1996
PUBL:32516_3 1 39l I B2740.00000 Attachment 7-2
The following standards ("Maintenance Standards") shall be complied with by
Owner and its contractors or subcontractors:
1. ' The Site shall be maintained in good condition and in accordance with -the
custom and practice generally applicable to comparable sites located within Los Angeles County,
California, and in a manner consistent with standards of the City of West Covina Municipal Code
(the "Code") and any rules, regulations and standards adopted pursuant to the Code.
2. Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and
staking for support of trees.
3. Clean-up maintenance shall include, but not be limited to: maintenance of
all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all
such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal
of all trash, litter and other debris from improvements and landscaping prior to mowing;
clearance and cleaning of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris
are properly disposed of by maintenance workers.
4. All graffiti, and defacement of any type, including marks, words and
pictures must be removed from the Property and any necessary painting or repair completed
within one (1) week of creation or within three (3) daysafter notice to Owner from Agency,
whichever is less.
Agency agrees to notify Owner in writing. if the condition of the Site does not
meet with the Maintenance Standards and to specify the deficiencies and the actions required to
be taken by Owner to cure the deficiencies: Upon notification of any maintenance deficiency,
Owner shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the
written notification states the problem is urgent relating to the public health and safety of the City
or the Agency, then Owner shall have forty-eight (48) hours to rectify the problem. In the event
Owner does not maintain the Improvements in the manner set forth herein and in accordance with
the Maintenance Standards, Agency shall, have, in addition to any other rights and remedies
hereunder, the right to maintain such Improvements, or to contract for the correction of such
deficiencies, after written notice to Owner, and the Owner shall promptly pay to the Agency any
cost incurred by the Agency in exercising such remedy. f
The covenants. in this paragraph 2 shall run with the land for the term of the
Redevelopment Plan for the West Covina Redevelopment Project (the "Redevelopment Plan").
3. Use and Operating Covenants. The Participant covenants and agrees for itself,
its successors, assigns, and every successor in interest to its interest in the Site or any part
thereof, that the Participant shall devote the Site to the uses specified in the Redevelopment Plan
for the period of time specified therein. The Participant agrees, from the date a Certificate of
Occupancy is issued for the Expansion of the Facility until the tenth (loth) anniversary of the
January 12, 1996
PURL:32516_31391 I B2740.00000 Attachment 7-3
date a Certificate of Occupancy is issued for the Facility, to continuously occupy, use and operate
the entire Facility as a battery manufacturing and distribution facility, and related incidental uses.
All uses and operations conducted on the Site, including, without limitation., all. activities
undertaken by the Participant pursuant to this Declaration, shall conform to theRedevelopment
Plan and all applicable provisions of the City Municipal Code. The covenants in this paragraph 3
shall run with the.land for the term of the Redevelopment Plan.
4. Indemnification. The Owner shall defend, indemnify and hold harmless the
Agency and the City of West Covina and their, respective officers, agents, employees,
representatives and volunteers from and against any loss, liability, claim or judgment relating in
any manner to the Property or this Agreement. The Owner shall remain fully obligated for the
payment of property taxes and assessments related to the Property.
5. Monitoring. To the extent permitted by law, the Agency and its designated
employees and agents shall have the right to enter the Property at all reasonable times without a
warrant for the purpose of monitoring the Owner's compliance with this Declaration. Any such
entry shall be made only after reasonable notice to the Owner, which shall mean at least
forty-eight (48) hours in all non -emergency situations. Upon receipt of such notice, the Owner
agrees to consent to entry by the Agency and to cooperate in making the Property available for
inspection by the Agency. The Owner acknowledges and agrees that if for any reason the Owner
fails to consent to such entry or inspection, the Agency may obtain an administrative inspection
warrant or take such other legal actions as may be necessary to gain access to and inspect the
Property. The Agency shall indemnify and hold harmless the Owner from any costs, claims,
damages or liabilities pertaining to any such entry.
6. Covenants Do Not Impair Lien. No violation or breach of the covenants, -
conditions, restrictions, provisions or limitations contained in these Covenants shall defeat or
render invalid.or in any way impair any Lien or charge of any mortgage or deed of trust or
security interest.
7. Covenants For Benefit of City and Agency. All covenants without regard to
technical classification or designation shall be binding for the benefit of the Covenantee and the
City of West Covina ("City"), and such covenants shall run in favor of the Covenantee and the
City for the entire period during which such covenants shall be in force and effect, without
regard to whether the Covenantee or the City is or remains an owner of any land or interest
therein to which such covenants relate. This Covenantee and the City, in the event of any breach
of any such covenants, shall have the right to exercise all the rights and remedies and to maintain
any actions at law or suits in equity or other proper legal proceedings to enforce and to ( :.re such
breach to which it or any other beneficiaries of these covenants may be entitled during term
specified for such covenants, except the covenants against discrimination which may be enforced
at law or in equity at any time in perpetuity.
8. Defined Terms. Any terms not separately defined herein shall have the
definitions set forth in the Agreement.
January 12, 1996
PUBL:32516_31391 I B2740.00000 Attachment 7-4
IN WITNESS. WHEREOF, the Covenantee and Covenantor have caused this Declaration
of Conditions, Covenants and Restrictions to be executed on, their behalf as of the dates set forth
below.
I AGENCY:
REDEVELOPMENT AGENCY OF THE CITY
OF WEST COVINA, a public body corporate and
politic
Dated: By:
COVENANTOR:
CONCORDE BATTERY CORPORATION, a
California corporation
Dated: By:
Its:
January 12, 1996
PUBL:32516_3 1 391 I B2740.00000. Attachment 7-5
EXHIBIT A
LEGAL DESCRIPTION
SAID LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCELI:
THOSE PORTIONS OF LOTS 16 AND 17 OF EUGENE RIGGINS SUBDIVISION OF THE
HATHAWAY TRACT, IN THE CITY OF WEST COVINA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53 PAGE 37 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF COVINA
BOULEVARD, (NOW KNOWN AS EAST RAMONA BOULEVARD), 60 FEET IN WIDTH,
AND THE WESTERLY LINE OF AZUSA CANYON ROAD, 60 FEET IN WIDTH, AS
SHOWN ON A MAP FILED IN THE OFFICE OF THE COUNTY SURVEYOR OF SAID
COUNTY AS NO. C.S.B. 2034-5; THENCE ALONG SAID NORTHERLY LINE, NORTH
870 01' 32" WEST 345.85 FEET; THENCE NORTH 2° 58' 28" EAST 215 FEET TO THE
TRUE POINT OF BEGINNING; THENCE FROM SAID TRUE POINT OF BEGINNING,
CONTINUING.NORTH 20 58' 28" EAST 15.00 FEET; THENCE NORTH 87001' 32" WEST
352.70 FEET, MORE OR LESS, TO A LINE WHICH BEARS NORTH 10 03' 19" EAST
FROM A POINT ON SAID NORTHERLY LINE OF COVINA BOULEVARD, DISTANT
THEREON NORTH 790 06' 28" EAST 515.87 FEET FROM THE SOUTHEASTERLY
RIGHT-OF-WAY LINE OF THE BIG DALTON WASH, AS SHOWN ON. THE SAID C.S.B.
MAP; THENCE ALONG SAID LINE, BEING ALSO THE EASTERLY LINE OF THE LAND
DESCRIBED IN THE DEED TO SAN GABRIEL VALLEY NEWSPAPERS, INC.,
RECORDED JANUARY 26, 1953 AS INSTRUMENT NO. 1481, IN BOOK 40814, PAGE 98,
OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY RECORDER, NORTH 1 °
03' 19" EAST 169.01 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE
SOUTHEASTERLY 11 FEET OF THE LAND DESCRIBED AS "PARCEL 57" OF THE
FINAL DECREE OF CONDEMNATION ENTERED IN LOS ANGELES COUNTY
SUPERIOR COURT CASE NO. 599819, A CERTIFIED COPY OF SAID DECREE HAVING
BEEN RECORDED ON DECEMBER 19, 1952 AS INSTRUMENT NO. 3118, IN BOOK
40567 PAGE 262 OF OFFICIAL RECORDS; IN SAID OFFICE OF THE COUNTY .
RECORDER, SAID LAND BEING KNOWN AS BIG DALTON WASH, 200 FEET WIDI_;
THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 41° 48' 29" WEST 351.E-J
FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE WESTERLY
LINE OF .THE LAND DESCRIBED IN PARCEL 1 OF THE DEED TO SANVALLEY
PUBLICATIONS, INC., RECORDED APRIL 29, 1960 AS INSTRUME.V': NO. 4911, IN
BOOK D-831 PAGE 106 OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY
RECORDER; THENCE ALONG SAID PROLONGATION AND SAID WESTERLY LINE,
SOUTH 10 03' 19" EAST 249.72 FEET TO SAID NORTHERLY LINE OF COVINA
January 15, 1996
PUBL:32516 213911 B2740.00000
ECD221JM
Exhibit-A-1
•
BOULEVARD; THENCE ALONG ,SAIDNORTHERLY LINE, NORTH 790 06' 28"'EAST
406.49 FEET AND SOUTH 870 01' 32 EAST 114.44 FEET TO A POINT ON SAID
NORTHERLY' LINE THAT IS DISTANT: THEREON NORTH 87001' 32". WEST 415.85
FEET FROM SAID .WESTERLY LINE OF AZUSA CANYON ROAD; THENCE NORTH 02°
58' 28" EAST 215 FEET TO A LINE THAT IS PARALLEL WITH SAID NORTH LINE OF
COVINA BOULEVARD AND PASSES THROUGH THE TRUE POINT OF BEGINNING;
THENCE ALONG SAID PARALLEL LINE, SOUTH 870 01' 32" EAST 70.00 FEET TO THE
TRUE POINT OF BEGINNING.
EXCEPT THOSE PORTIONS INCLUDED WITHIN THE LAND DESCRIBED IN THE DEED
TO SAID CITY, RECORDED FEBRUARY 22, 1978 AS INSTRUMENT NO. 78-193895, IN
SAID OFFICE OF THE COUNTY RECORDER.
ALSO EXCEPT FROM A PORTION OF SAID LAND, ALL OIL, GAS, HYDROCARBONS
AND OTHER MINERALS, TOGETHER WITH RIGHTS INCIDENTAL .THERETO, AS
PROVIDED FOR IN THE DEED TO SAN GABRIEL VALLEY TRIBUNE, INC.,
RECORDED SEPTEMBER 11, 1962 AS INSTRUMENT NO. 6060, IN BOOK D1751,.PAGE
907 OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY RECORDER.
PARCEL 2:
AN EASEMENT FO
AND 17 OF EUGEN
CITY OF WEST ,CO
PER MAP RECORD
OFFICE OF THE C(
STRIP OF LAND 15
DESCRIBED AS FO
BEGINNING AT TH]
BOULEVARD, (NOV
AND THE WESTER]
SHOWN ON A MAP
COUNTY, AS NO. C
870 01' 32" WEST 3�
TRUE POINT OF BE
OR LESS, TO A LIN
NORTHERLY LINE
EAST 515.87 FEET I
DALTON WASH, All
January 15, 1996
PUBU:32516_21391`B2740.
ECD221JM
INGRESS AND EGRESS OVER THOSE PORTIONS OF LOTS 16
RIGGINS SUBDIVISION OF THE HATHAWAY TRACT, IN THE
FINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS
;D IN BOOK 53, PAGE 37 OF MISCELLANEOUS RECORDS, IN THE
UNTY RECORDER OF SAID COUNTY, INCLUDED -WITHIN A
FEET WIDE, THE SOUTHERLY LINE OF SAID STRIP BEING
,LOWS:
INTERSECTION OF THE NORTHERLY LINE OF COVINA
KNOWN AS EAST RAMONA BOULEVARD), 60 FEET IN WIDTH,
Y LINE OF AZUSA CANYON ROAD, 60 FEET IN WIDTH, AS
FILED IN THE OFFICE OF THE COUNTY SURVEYOR OF SAID
S.B. 2034-5; THENCE ALONG SAID NORTHERLY LINE, NORTH
5.85. FEET; THENCE NORTH 2° 58' 28" EAST 230 FEET TO THE
SINNING; THENCE NORTH 87° 01' 32" WEST 352.70 FEET, MORE
WHICH BEARS NORTH 10 03' 19" EAST FROM A POINT ON SAID
)F COVINA BOULEVARD, DISTANT THEREON NORTH 790 06' 28"
ROM THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE BIG
SHOWN ON THE SAID C.S.B. MAP.
Exhibit-A-2
State of California l
County of Laos Angeles
On , 199_, before me, , Notary
Public, personally appeared
proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized capacity, and that by her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed
the instrument.
WITNESS my hand and official seal.
Signature of Notary
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment of this
certificate to an unauthorized document.
THIS CERTIFICATE MUST 13E Title or Type of Document
ATTACHED TO THE DOCUMENT Number of Pages Date of Document
DESCRIBED AT RIGHT: Signer(s) Other than Named Above
Optional Section: Although the statute does not require the notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.
❑ Individual
❑ Corporate Officer(s):
Title(s)
❑ Partner(s): ❑ Limited ❑ General
o Attorney4n-fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
SIGNER IS REPRESENTING:
Natne(s) of person(s) or entiry(ies)
January 12, 1996
PUBL:32516_3.1391 I B2740.00000
0
i
State of California )
County of Los Angeles
On , 199_, before me, , Notary
Public, personally appeared , proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed.to the within instrument
and acknowledged to �me that she executed the same in her authorized capacity, and that by her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed
the instrument.
WITNESS my� hand and official seal.
Signature of Notary
i
Optional Section
Although the information requested below is optional, it could prevent fraudulent attachment of this
certificate to an unauthorized document.
THIS CERTIFICATE MUST BE Title or Type of Document'
ATTACHED TO THE DOCUMENT Number of Pages Date of Document
DESCRIBED AT RIGHT: Signer(s) Other than Named Above
Optional Section:Although. the statute does not require the notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.
❑ Individual
❑ Corporate Officer (s):
71de(s)
❑ Partner(s): ❑ Limited ❑ General
❑ Attorney -in -fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
SIGNER IS REPRESENTING:
Names) of person(s) ;or entity(ies)
January 12, 1996
PueL:32516_313911
SAN GABRIEL VALOY PUBLISHING CO.
San Gabriel Valley Tribune /jPasadena Star -News / Whittier Daily News
Highlander Newspapers
1210 N. Azusa Cany I n Road, West Covina, CA 91790
818-962-8811 Fax 818--�)8,2-8849
LEGAL AD SCHEDULE
CITY OF WEST
P.O. Box 144o
WEST COVINA
NA
,CA 91793
� RECEIVED
JAN 2 5 1996
CITY CLERK'S OFFICE
CITY OF WEST COVINA
ACCOUNT NO: 1L8148400
DATE ORDERED: 01/23/96
PAGE: 1
-AD # START STOP DESC TIMES COL SIZE. 'CHARGE NOTES PUB
_--------------------I-------------------------------------------------------------
21657 01/23/96 01/30,/96 REDEV 2 2 90L 249.78 FIRST RUN DT
JUDY NOBLE
PRINCIPAL CLERK (301)
RECEIVED
JAN 2 5 t9••3
CITY CLERK'S OFFICE
CITY OF WEST COVINA
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