Loading...
HomeMy WebLinkAboutNC Proposed AgreementCOOPERATION AGREEMENT FOR COMMISSION'S PAYMENT OF CERTAIN COSTS [SR 54 AND NATIONAL CITY BLVD INFRASTRUCTURE IMPROVEMENTS] THIS COOPERATION AGREEMENT (this "Agreement") is entered into this day of February, 2011, by and between the CITY OF NATIONAL CITY (the "City") and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (the "Commission"), with reference to the following facts: A. The City Council of the City of National City (the "City Council") adopted the Redevelopment Plan for National City Redevelopment Project on July 17, 2007 by Ordinance No. 2007-2295 (the "Redevelopment Plan"), which results in the allocation of a portion of the property taxes generated from the National City Redevelopment Project (the "Project Area") to the Commission for purposes of redevelopment. B. The intent of the Redevelopment Plan is, in part, to provide for the construction and installation of necessary public infrastructure and facilities and to facilitate the repair, restoration and/or replacement of existing public facilities and to perform specific actions necessary to promote the redevelopment and the economic revitalization of the Project Area; to increase, improve and preserve the community's supply of low and moderate income housing; and to take all other necessary actions to implement the Redevelopment Plan and to expend the Commission's share of property taxes (referred to as "tax increment") to accomplish the goals and objectives of the Redevelopment Plan. C. The Commission has adopted its Five -Year Implementation Plan for the Project Area, as amended from time to time (collectively, the "Implementation Plan") with established goals to support affordable housing, economic development, community revitalization, commercial revitalization, and institutional revitalization. To implement the programs and activities associated with each goal, the Commission has made redevelopment fund commitments and budget allocations based on estimated available tax increment revenue and debt financing structures. D. Pursuant to Section 33220 of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) (the "CRL"), certain public bodies, including the City may aid and cooperate in the planning, undertaking, construction, or operation of redevelopment projects. Collectively, the projects associated with this Agreement are listed in the attached Exhibit 1, which are incorporated herein by this reference (the "Projects"). To carry out the Projects in accordance with the objectives and purposes of the Redevelopment Plan and the Implementation Plan, the Commission desires assistance and cooperation in the implementation and completion of the Projects. The City agrees to aid the Commission and cooperate with the Commission to expeditiously implement the Projects in accordance with the Redevelopment Plan and the Implementation Plan and undertake and complete all actions necessary or appropriate to ensure that the objectives of the Redevelopment Plan and the Implementation Plan are fulfilled within the time effectiveness of the Project Area. Cooperation Agreement Page 1 of 6 E. In considering the Commission's desire to ensure timely implementation and completion of the Projects, the Commission wishes to enter into this Agreement with the City for the pledge of net available tax increment ("Net Tax Increment"), as defined, below, to finance the Projects. The purpose of this Agreement is to facilitate the implementation of the Projects and to provide funding necessary to effectuate the completion of the Projects with Net Tax Increment in this current fiscal year and forthcoming fiscal years. F. Net Tax Increment is defined as tax increment generated from those certain real properties located within the Project Area, more specifically described in Exhibit 2 attached hereto and incorporated herein by this reference, net of any amount required by the CRL to be set aside for purposes of increasing, improving or preserving the City's supply of low and moderate housing and any amounts paid to affected taxing agencies whether by statute or agreement and any amounts paid to the State of California or the County of San Diego as required by statute or agreement, existing debt service payments, and existing contractual obligations received by the Commission or any lawful successor of the Commission and/or to any of the powers and rights of the Commission pursuant to any applicable constitutional provision, statute or other provision of law now existing or adopted in the future. The pledge of Net Tax Increment shall constitute obligations to make payments authorized and incurred pursuant to Section 33445 and other applicable statutes. The obligations set forth in this Agreement will be contractual obligations that, if breached, will subject the Commission to damages and other liabilities or remedies. G. The City Council and the Commission by resolution have each found that the use of Commission redevelopment funding for the publicly owned improvements included in the Projects is in accordance with Section 33445 of the CRL and other applicable law. The said City Council and Commission resolutions are each based on the authority of the Commission, with the consent of the City Council, to pay all or part of the cost of the installation and construction of any building, facility, structure, or other improvements which is publicly owned within the Project Area, if the City Council makes certain determinations. H. By approving and entering into this Agreement, the Commission has approved certain obligations, including the pledge of Net Tax Increment to pay for the Projects. I. The obligations of the Commission under this Agreement shall constitute an indebtedness of the Commission for the purpose of carrying out the Redevelopment Plan for the Project Area. NOW, THEREFORE, the parties hereto do mutually agree as follows: I. INTRODUCTORY PROVISIONS The recitals above are an integral part of this Agreement and set forth the intentions of the parties and the premises on which the parties have decided to enter into this Agreement. II. COMMISSION'S OBLIGATIONS 1. The Projects are those projects which are listed on the attached Exhibit 1. The Cooperation Agreement Page 2 of 6 Commission agrees to pay to the City an amount equal to the actual and direct cost to the City to carry out the Projects, including without limitation all costs incurred by the City for the planning, acquisition and disposition, financing, development, permitting, design, site testing, bidding, construction and construction management of the Projects in the principal amount not to exceed TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000)("Payment Obligation"), payable in annual installments, accruing interest at the rate of six percent (6%) from the Net Tax Increment generated, beginning in fiscal year 2014 until the principal balance plus accrued interest is paid, or July 1, 2041, whichever occurs earlier. Concurrently herewith, Commission and City shall execute an Option Agreement substantially in form attached hereto as Exhibit 4, a memorandum of which shall be recorded against that certain real property owned by the Commission, identified by the San Diego County Recorder's Office as Assessor Parcel Number 562-321-08 ("Commission Property"), within thirty (30) days of execution of this Agreement. The Option Agreement shall give City an option to purchase the Commission Property ("Option"). In the event that City exercises said Option, Commission shall receive a credit against the Payment Obligation in the amount of the Purchase Price, as set forth in the Option Agreement. The Commission's obligations under this Agreement, including without limitation the Commission's obligation to make the payments to the City required by this Agreement, shall constitute an indebtedness of the Commission for the purpose of carrying out the redevelopment of the Project Area and are obligations to make payments authorized and incurred pursuant to Section 33445 of the CRL and other applicable statutes. The obligations of the Commission set forth in this. Agreement are contractual obligations that, if breached, will subject the Commission to damages and other liabilities or remedies. 2. The obligations of Commission under this Agreement shall be payable out of Net Tax Increment, as defined in the above recitals and/or as defined or provided for in any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, levied by or for the benefit of taxing agencies in the Project Area, and allocated to the Commission and/or any lawful successor entity of the Commission and/or any entity established by law to carry out any of the redevelopment plans for the Project Area and/or expend tax increment or pay indebtedness of the Commission to be repaid with tax increment, pursuant to Section 33670 of the CRL or any applicable constitutional provision, statute or other provision of law now existing or adopted in the future, in amounts set forth in the Payment Schedule attached hereto as Exhibit 3 and incorporated herein by this reference. 3. The indebtedness of Commission under this Agreement shall be subordinate to the rights of the holder or holders of any existing bonds, notes or other instruments of indebtedness (all referred to herein as "indebtedness") of the Commission incurred or issued to finance the Project Area, including without limitation any pledge of tax increment revenues from the Project Area to pay any portion of the principal (and otherwise comply with the obligations and covenants) of any bond or bonds issued or sold by Commission with respect to the Project Area. 4. All payments due to be made by the Commission to the City under this Agreement shall be made by the Commission in accordance with the schedule set forth in Exhibit 3 and as otherwise necessary to reimburse the City for the cost to the City of performing its obligations hereunder. City shall provide Commission with a quarterly report accompanied Cooperation Agreement Page 3 of 6 by evidence reasonably satisfactory to the Commission's Executive Director that the City has progressed in the development and construction of the Project for which payment is made by the Commission commensurate with such payments and has incurred costs or obligations to make payments equal to or greater than such amount. III. CITY'S OBLIGATIONS 1. The City shall accept any funds offered by the Commission pursuant to this Agreement and shall devote those funds to completion of the Projects by (i) reimbursing the City or using such funds to make City expenditures to perform the work required to carry out and complete the Projects; (ii) utilizing such funds to pay debt service on bonds or other indebtedness or obligations that the City has or will incur for such purposes; and/or (iii) paying such funds into a special fund of the City to be held and expended only for the purpose of satisfying the obligations of the City hereunder. In the event that City exercises the Option, the Commission Property may be used, leased or sold by the City for any municipal purposes, including affordable housing and public improvements, in conformance with the Redevelopment Plan. 2. It is the responsibility of City to pay all development and construction costs in connection with the Projects from funds paid to the City by the Commission under this Agreement. 3. The City shall perform its obligations hereunder in accordance with the applicable provisions of federal, state and local laws, including the obligation to comply with environmental laws such as CEQA before undertaking each Project, and shall timely complete the work required for each Project in accordance with Exhibit 1 and incorporated herein by this reference. IV. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve the above -stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code section 895.2. V. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS 1. This Agreement shall be executed in triplicate originals, each of which is deemed to be an original. This Agreement consists of six (6) pages and three (3) Exhibits, which constitute the entire understanding and agreement of the parties. Cooperation Agreement Page 4 of 6 2. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter of this Agreement. 3. This Agreement is intended solely for the benefit of the City and the Commission. Notwithstanding any reference in this Agreement to persons or entities other than the City and the Commission, there shall be no third party beneficiaries under this Agreement; provided, however, that City may, with the consent of Commission, which shall not be unreasonably withheld, assign City's rights and obligations, in whole or part, under this Agreement to any third party. 4. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representatives of the parties. VI. SEVERABILITY If any term, provisions, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. VII. DEFAULT If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non -defaulting party, the party failing to perform shall be in default hereunder. In the event of default, the non - defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this contract, including without limitation the right to sue for damages for breach of contract. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non -defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non -defaulting party against the defaulting party. All notices of defaults shall clearly indicate a notice of default under this Agreement. VIII. BINDING ON SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. SIGNATURES ON NEXT PAGE SPACE LEFT INTENTIONALLY BLANK Cooperation Agreement Page 5 of 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. Attest: CITY OF NATIONAL CITY By: By: Attest: City Clerk City Manager COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: By: Secretary Commission Chair APPROVED AS TO FORM: By: City Attorney APPROVED AS TO FORM: Kane Ballmer & Berkman By: Commission Special Counsel Cooperation Agreement Page 6 of 6 EXHIBIT 1 SCHEDULE OF PROJECTS SCOPE OF PROJECT ESTIMATED COST COMPLETION DATE* Install timed traffic signal at National City Blvd and 33rd St • $2,500,000 inclusive Projects of all 2 years Extend right turn lane on westbound off ramp SR 54 to 590 feet " 2 years Construct additional right turn lane on westbound off ramp SP 43 — 350 feet " 2 years Restripe off ramp to add queuing area " 2 years Construct retaining wall northern embankment of SR 54 off ramp " 2 years Restripe northbound turn lane at D Ave and 30th ST to add queuing length to 270' and remove on street parking south of D Ave " 2 years Restripe southbound turn lane to 270 feet of queuing length and remove on street parking east side of D Ave " 2 years Restripe westbound 30th St turn land to 370 feet of queuing length and remove on street parking northside of D Ave and F St " 2 years Remove parking north side of 30th St adjacent to high school and realign travel lanes " 2 years Relocate bus stops SW and SE corners of National City Blvd at 33r St " 2 years Build cul de sac southern terminus of D Avenue 44 2 years Curb, gutter, sidewalk all street improvements 4 4 2 years *Completion dates may be subject to extension by the mutual written agreement of City and Commission. EXHIBIT 2 LEGAL DESCRIP-TION APNs: 562-321-05, 562-322-01, 562-322-02, 562-322-25, 562-322-26, 562-322-30, 562-322-30, 562-322-31, and 562-321-08. Option Agreement Page 8 EXHIBIT 3 PAYMENT- SCHEDULE Loan Amount: $2,500,000 Payments from 2014 - 2042: $123,000 annually* * Balance of payments shall include accrue interest at the rate of six percent (6%) until the balance is fully paid. ** Payments may be reduced based on one or both of the following conditions — receipt of Net Tax Increment less than $123,000 annually from the and/or cost of the actual infrastructure project being less than $2,500,000 based on contracts. Option Agreement Page 9 Exhibit 4 OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is entered into this day of February _, 2011, by and between the CITY OF NATIONAL CITY (the "City") and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY (the "Commission"), with reference to the following facts: A. The Commission owns, or within the term of this Agreement, will own, certain real property more particularly described on Exhibit "A" (the "Property"). B. The Commission desires to grant the City an option to purchase the Property from the Commission and the City wishes to reserve the right to purchase the Property from the Commission under the terms contained herein. C. The parties hereto wish to enter into a memorandum of option agreement and record such an instrument on any or all of the Property subject to this Agreement using the memorandum attached hereto as Exhibit `B". D. This Agreement is subject to the provisions of the Redevelopment Plan for the National City Redevelopment Project on July 17, 2007 by Ordinance No. 2007-2295 (the "Redevelopment Plan"). The Redevelopment Plan is incorporated herein by reference and made a part hereof as though fully set forth herein. NOW, THEREFORE, for good and valuable consideration paid by the City, receipt and sufficiency of which is acknowledged by the Commission, the parties hereto do mutually agree as follows: 1. Grant of Option. Commission hereby grants City, or its nominee, the option to purchase the Property, or any part thereof, on or before the latter of (a) the thirtieth (30th) anniversary of this Agreement or (b) last date for duration of the Redevelopment Plan, as set forth in Section XI therein ("Redevelopment Plan Effectiveness Date"). This option shall be exercisable only by written notice delivered by City to Commission as provided below. Upon the exercise of such option to purchase the Property and receipt by the Commission, City shall purchase the Property pursuant to the terms below. 2. Exercise of Option. The option contained herein shall be exercised by City, if at all, in the following manner: (i) City shall deliver written notice (the "Exercise Notice") to Commission not less than ten (10) days prior to the date of the proposed purchase of the Property by the City; the last date of written notice shall be the latter of (a) the thirtieth (30th) anniversary of this Agreement or (b) the Redevelopment Plan Effectiveness Date; (ii) Commission, after receipt of City's notice, shall deliver notice (the "Responsive Purchase Notice") to City prior to the proposed purchase date of the Property by the City, setting forth the proposed purchase price Option Agreement Page 10 of EIGHT HUNDRED AND THIRTY THOUSAND DOLLARS ($830,000) and such other terms necessary and appropriate to accomplish the purchase of the Property by City under the timeframesproposed by the City; and (iii)-if_City wishes toexercisesuch option -to purchase the Property, City shall, after City's receipt of the Responsive Purchase Notice, exercise the option by delivering the City's form of purchase and sale agreement and grant deed, modified for any particular parcel of Property, along with the consideration for the Property of EIGHT HUNDRED AND THIRTY THOUSAND DOLLARS ($830,000) and identification of the day the grant deed is to be recorded in the office of the County Recorder (the "Closing Date"). The proposed grant deed for the Property or any part thereof shall include, among other things, express covenants requiring the Property to be devoted to the purposes set forth below. 3. Purpose. Any and all property purchased by the City pursuant to this Option may be used, sold or leased by the City for any municipal purpose, including, but not limited to, housing and public improvements, in conformance with the Redevelopment Plan. 4. Condition of Property. The Property is sold in its "as -is" condition on the Closing Date subject to the Redevelopment Plan and all encumbrances of record. 5. Memorandum. Concurrently with the execution hereof, Commission and City shall execute, acknowledge and cause to be recorded in the Official Records of San Diego County, California, the Memorandum of Option Agreement substantially in the form attached hereto as Exhibit "B." Upon the termination of this Agreement as provided herein or at the time of and concurrently with the closing of a sale of the Property, the parties agree to execute a quitclaim deed or other termination instrument in order to cause the memorandum to be terminated and removed of record. 6. Transferability of Right. The right of the City under this Agreement is fully transferable and assignable by the City without the consent of the Commission. 7. Expiration Date and Termination of Agreement. The City reserves the right to reduce or extend the time period in paragraph 1 which permits the City to purchase the Property on or before the latter of (a) the thirtieth (30th) anniversary of the Agreement or (b) the Redevelopment Plan Effectiveness Date. 8. Proration. Title Insurance. Title and Escrow. The parties shall equally share all costs of escrow and prorations affecting the Property. Commission shall not voluntarily create and record any liens or encumbrances or other matters against the Property after receipt of the Exercise Notice. The Commission pay for City's requirements for a CLTA Owner's Policy of Title Insurance in favor of the City. Unless otherwise agreed upon by the parties in writing, the title insurer and escrow shall be [Name] Title Company, [address]. Said escrow agent shall instruct title insurer to deliver a title commitment to the City upon receipt of the Exercise Notice. 9. This Agreement shall be binding on and shall inure to the benefit of all successors and assigns of the parties, whether by agreement or operation of law. This Agreement may be signed in any number of counterparts and delivered by facsimile. Option Agreement Page 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first _set forth above. ATTEST: CITY OF NATIONAL CITY By: By: City Clerk City Manager ATTEST: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: By: Secretary Commission Chair APPROVED AS TO FORM: By: City Attorney APPROVED AS TO FORM: Kane Ballmer & Berkman By: Commission Special Counsel Option Agreement Page 12 EXHIBIT "A" The "Property" Assessor Parcel Number 562-321-08 EXHIBIT "B" RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of National City 1243 National City Blvd National City, CA 91950 APN: 562-321-08 MEMORANDUM OF OPTION AGREEMENT 1. Parties; and Property. This memorandum of option agreement is entered into by the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a public entity, corporate and politic ("Commission") and CITY OF NATIONAL CITY , a municipality ("City") concerning real property located in the City of National City and County of San Diego, State of California, as more fully described in the attached Exhibit "1" (the "Property"). 2. Memorandum. For good and valuable consideration received, the Commission, as current fee owner of the Property, acknowledges that Commission and City have entered into an option agreement (the "Option Agreement") permitting the City to purchase the Property from the Commission under the terms and conditions thereof for a term of Thirty (30) years from the date this instrument is signed, unless otherwise changed or modified by the terms of the Option Agreement. 3. Not Complete Summary. This instrument is not a complete summary of the Option Agreement. Provisions herein shall not be used in interpreting the Option Agreement. 4. Prohibition against Discrimination and Segregation. City covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof or interest therein, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, sexual orientation, marital status, race, color, creed, religion, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall City, 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 Property. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: Option Agreement Page 14 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 thereshallbenodiscrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, 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, sublessees, subtenants, or vendees in the premises herein leased." Notwithstanding the preceding paragraph, the provisions relating to discrimination on the basis of familial status shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code nor be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 Option Agreement Page 15 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall also apply to the preceding paragraph. c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself 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 of the land." 5. Purpose. This instrument is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the Option Agreement. In the event of any inconsistency between the terms, conditions, provisions and covenants of this instrument and the Option Agreement, the terms, conditions and covenants of the Option Agreement shall prevail. The parties hereto have executed this instrument on the dates specified immediately beside their respective signatures. This document may be executed and acknowledged before a notary public with counterpart signature and acknowledgment pages, each of which shall be deemed an original and which, when taken together, shall constitute the fully -executed instrument. Al'1'hST: CITY OF NATIONAL CITY By: By: City Clerk City Manager ATTEST: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: By: Secretary Commission Chair APPROVED AS TO FORM: By: City Attorney Option Agreement Page 16 APPROVED AS TO FORM: Kane Ballmer & Berkman By: Commission Special Counsel Option Agreement Page 17 Exhibit "1" to Memorandum of Option Agreement Legal Description of Property The land is situated in the State of California, County of and is described as follows; [to be inserted] APN 1 State of California County of ACKNOWLEDGMENT PAGE TO MEMORANDUM OF OPTION AGREEMENT ) ) ) On before me, , a Notary Public, personally appeared ,'who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California County of ) ) ) On before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal)