RESOLUTION NO. ______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMMERCE APPROVING THE SECOND AMENDMENT TO THE CONTINGENT AGREEMENT TO PURCHASE AND SELL REAL ESTATE TO WASH-TEL COMMERCE, LLC AND CITADEL HOLDINGS GROUP, LLC WHEREAS, pursuant to ABx1 26 (“AB 26”) enacted in June 2011, the Commerce Community Development Commission (the “Commission”), and all other redevelopment agencies throughout the state, were dissolved as of February 1, 2012. AB 1484 was enacted in June of 2012 and substantially amended AB 26, and was codified in the Health and Safety Code; and WHEREAS, pursuant to subdivision (b) of section 34175 of the Health and Safety Code, on February 1, 2012, the real property and other assets of dissolved redevelopment agencies were transferred to the ownership and control of successor agencies. Section 34173, subdivision (g) of the Health and Safety Code requires successor agencies to dispose of properties previously owned by the redevelopment agencies and to unwind the affairs of the dissolved redevelopment agencies; and WHEREAS, pursuant to AB 26, the City elected to accept the duties of the successor agency to the Commission and is responsible for the disposition of the real properties previously owned by the Commission. The successor agency in Commerce is referred to as the Successor Agency to the Commerce Community Development Commission (“the Successor Agency”). By operation of law, the Successor Agency currently owns the land formerly owned by the Commission; and WHEREAS, pursuant to section 34191.5 of the Health and Safety Code, within six months after receiving a Finding of Completion from the Department of Finance (“DOF”), each successor agency was required to submit for approval to the oversight board for the successor agencies and the DOF, a Long Range Property Management Plan (“LRPMP”) that addresses the disposition and use of the real properties of the respective former redevelopment agencies. On May 24, 2013, the Successor Agency to the Commission received a Finding of Completion from the DOF. On May 19, 2014, the DOF approved the Successor Agency’s LRPMP, thereby approving the Successor Agency’s proposed use or disposition of all the properties listed on the LRPMP; and WHEREAS, one property identified in the LRPMP is located at 6233 Telegraph Road in the City of Commerce. It consists of approximately 462,607 square feet of real property (approximately 10.62 acres), with APN 6336-010-908 (the “Land”). The Land is zoned for commercial use; and WHEREAS, the Commission purchased and assembled the Land in order to work toward the goal of creating the Telegraph Road Commercial/Entertainment Corridor, which was to be a destination retail/entertainment concept wherein both architecture and uses would be compatible with and complementary to the Citadel Outlets Shopping Center and the Commerce Casino. Though redevelopment no longer exists, the Successor Agency seeks to effectuate the goal of the Commission to develop the area to “solidify the City’s brand as a premier retail and entertainment destination consistent with the vision for the Telegraph Road Corridor”; and WHEREAS, the Successor Agency has previously approved a Contingent Agreement to Purchase and Sell Real Estate and Escrow Instructions with WASH-TEL COMMERCE, LLC, a California limited liability company (“Wash-Tel Buyer”) and CITADEL HOLDINGS GROUP, LLC, a Delaware limited liability company (“CRC Buyer”), successor-in-interest to Craig Realty Group Citadel, LLC.(“Original Purchase Agreement”).
WHEREAS, on or about August 6, 2018 the Successor Agency approved a First Amendment to the Original Purchase Agreement (“First Amendment”). The Original Purchase Agreement together with the First Amendment are referred to as the “Amended Purchase Agreement”. The First Amendment makes the following changes to the Purchase Agreement. The Successor Agency sells the property directly to the City of Commerce for the nominal sum of One Dollar. The City Agrees to be bound by the original Purchase Agreement, except that approximately 1.8 acres of the 10 acres would be reserved to the City from the Wash-Tel portion for the design, development and construction of a City Public Safety Facility that would house the city’s law enforcement personnel. The City Public Safety Facility would also house other City public safety staff that would serve the City of Commerce and other areas in the region. The sale price to Wash-Tel would be adjusted accordingly. If the 1.8 acres is not used as a City Public Safety Facility within two years, then Wash-Tel and/or Craig Realty would have an option to purchase the 1.8 acres at the purchase price stated in the original Purchase Agreement; and WHEREAS, Successor Agency and the City of Commerce (“City”) entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated May 23, 2018 (“City Purchase Agreement”), pursuant to which Successor Agency agreed to sell and City agreed to buy the Property. The transfer of the Property from Agency to City was approved by the Oversight Board on May 30, 2018, and the Department of Finance issued a no action letter (tacit approval) on July 18, 2018. The Successor Agency conveyed the Property to Cityr by Grant Deed recorded August 1, 2019 as Instrument Number 20190765076 of Los Angeles County Official Records. As a part of the City Purchase Agreement, the City of Commerce was to assume the obligations of the Agency as referenced in the Amended Purchase Agreement.
WHEREAS, City, Wash-Tel Buyer and CRC Buyer now desire to modify the terms of the Amended Purchase Agreement in accordance with the Second Amendment To Contingent Agreement To Purchase And Sell Real Estate And Escrow Instructions, the terms of which have been presented to and reviewed by the City Council.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMMERCE DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. The City Council of the City of Commerce hereby finds and declares that the foregoing recitals are true and correct, and incorporates them herein as findings and as a substantive part of this Resolution Section 2. The Second Amendment to the Contingent Agreement to Purchase and Sell Real Estate is hereby approved in substantially the form attached hereto.
Section 3. The Mayor is authorized and directed to execute any and all documents necessary to implement the City Council’s approval of the Second Amendment to the Contingent Agreement to Purchase and Sell Real Estate.
Section 4. The Mayor is authorized to execute the Resolution for and on behalf of the City of Commerce.
Section 5. This Resolution shall take full force and effect immediately upon adoption by the City Council.
PASSED, APPROVED and ADOPTED this 14th day of June 2022. ________________________
Oralia Y. Rebollo
Mayor
ATTEST:
______________________________
Lena Shumway
City Clerk
CC Mtg: ________
Reso #: _______