HomeMy WebLinkAboutReso 91-268 - Approve & Authorize the mayor to sign the agreement of sale and purchase between the COR & National Westminster Bank USA i
I'
RESOLUTION NO. 91- Z g
i
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
j APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE
AGREEMENT OF SALE AND PURCHASE BETWEEN THE CITY OF
i REDDING AND NATIONAL WESTMINSTER BANK USA.
f
i
WHEREAS, the National Westminster Bank USA (Bank) approached
the City of Redding (City) regarding the City purchasing the
j Bank' s interest, following a contemplated foreclosure, in the
f
' property commonly known as the Redding Power Plant (Property) ;
and
WHEREAS, on May 31, 1991, by Resolution No. 91-221, the City
Council of the City of Redding directed that a Letter of Intent
between the City and Bank be entered into for the purchase of the
Property by City; and
WHEREAS, presented herewith for Council' s consideration is
{
,f an Agreement of Purchase and Sale between City and Bank; and
WHEREAS, City Council believes that the purchase of the
Property by the City of Redding will benefit City Electric
Utility customers;
NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of
the City of Redding as follows:
1. That the foregoing recitals are true and correct.
2. That the City Council of the City of Redding hereby
approves the Agreement of Purchase and Sale between the City of
0C
Redding and National Westminster Bank USA, a true copy of which
is attached hereto and incorporated herein by reference.
f
3 . That the Mayor of the City of Redding is hereby
authorized and directed to sign said Agreement on behalf of the
City of Redding, and the City Clerk is hereby authorized and
directed to attest the signature of the Mayor and to impress the
official seal of the City of Redding thereto.
I HEREBY CERTIFY that the foregoing Resolution was
i
I
i introduced and read at a regular meeting of the City Council of
the City of Redding on the 2nd day of July , 1991, and was duly
adopted at said meeting by the following vote:
AYES: COUNCIL MEMBERS:
Arness, Buffum, Fulton, Moss & Dahl
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
MIKE DAHL, Mayor
City of Redding
ATTEST:
ETHEL A. NICHOLS, City Clerk
FORM PPROVED:
eg
R DALL A. HAYS, C ty Attorney
2
r
AGREEMENT OF PURCHASE AND SALE
This Agreement dated as of July 2 , 1991 , is
between NATIONAL WESTMINSTER BANK USA, a national banking
corporation ( "Bank" ) , and the CITY OF REDDING, a municipal
corporation formed under the laws of the State of California
( "City" ) .
ARTICLE I
PURCHASE AND SALE OF PROPERTY
Section 1. 1 Sale. Bank agrees to sell to City,
and City agrees to purchase from Bank, subject to the terms ,
covenants and conditions set forth herein, the real
property, together with any and all rights, privileges and
easements appurtenant thereto owned by Bank commonly known
as the Redding Power Plant, Redding, California , and more
particularly described in Exhibit A attached hereto (the
"Real Property" ) , together with the tangible personal
property owned by Bank located on the Real Property and used
exclusively in the operation or maintenance of the Real
Property and more particularly described in Exhibit B (the
"Persona•1 Property" ) and specifically excluding ( i ) that
certain Pacific Gas and Electric Company ("PG&E" ) Standard
Offer #2 Power Purchase Agreement for firm capacity and
energy dated August 22 , 1984 , by and between PG&E and
California-Bio Resources I, Inc. ( 11PPA'1) , and ( ii ) that
certain Special Facilities Agreement dated August 20 , 1986
by and between PG&E and California-Bio Resources I , Inc.
(the "Special Facilities pgr.eiment" ) . The Real Property and
Personal Property are collectively referred to herein as the
"Property" .
Section 1. 2 Purchase Price.
(a) The purchase price of the Property is
Fourteen Million Five Hundred Thousand Dollars ( $14 , 500 ,000 )
(the "Purchase Price" ) .
(b) The .Purchase Price shall be paid as
follows :
( i ) City has deposited in escrow with
Ticor Title Insurance Company (the "Title Company" ) an all-
cash payment in the amount of Seven Hundred and Fifty
Thousand Dollars ( $750 ,000 ) ; upon execution of this
Agreement by City and Bank, City shall increase the cash
deposit by Seven Hundred Thousand Dollars ( $700 ,000 ) (the
1
s
{
"Deposit" ) . The Deposit shall be held in an interest
bearing account and all interest thereon shall be deemed a
part of the Deposit. If the sale of the Property as
contemplated hereunder is consummated, then the Deposit
shall be paid to Bank at the Closing and credited against
the Purchase Price.
( ii ) IF THE SALE OF THE PROPERTY IS NOT
CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT OR
BANK IS FOUND TO BE IN DEFAULT HEREUNDER BY A COURT OF
COMPETENT JURISDICTION, THEN THE DEPOSIT SHALL BE RETURNED
TO CITY. IF CITY IS FOUND TO BE IN DEFAULT BY A COURT OF
COMPETENT JURISDICTION, THEN BANK SHALL RETAIN THE DEPOSIT
AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT BANK' S
ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS
SALE AS SPECIFIED HEREIN, WOULD BE EXTREMELY DIFFICULT OR
IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES
HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING
ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS
A REASONABLE ESTIMATE OF THE DAMAGES THAT BANK WOULD INCUR
IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY
SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE
ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE,
THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.
INITIALS: BANK CIT
( iii) The balance of the urchase Price
shall be paid to Bank all in cash at the consummation of the
purchase and sale contemplated hereunder (the "Closing" ) .
Bank acknowledges and agrees that City may be required to
withhold a portion of the Purchase Price pursuant to
Section 1445 of the United States Internal Revenue Code of
1986 , as amended (the "Federal Code") or Sections 18805 and
26131 of the California Revenue and Taxation Code (the
"State Code" ) (Sections 18805 and 26131 of the State Code ,
together with any regulations now or hereafter promulgated
thereunder, all as are sometimes collectively referred to
below as the "State Withholding Provisions" and Section 1445
of the Federal Code, together with any regulations now or V
hereafter promulgated thereunder, all as are sometimes I
collectively referred to below as the "Federal Withholding
Provisions" ) . Any amount properly so withheld by City (as
described in Section 8 . 3 (a) ( iii ) below) shall be deemed to
have been paid by City as part of the Purchase Price, and
Bank' s obligation to consummate the transactions
contemplated herein shall not be excused, reduced,
terminated or otherwise affected thereby.
2
I
,JUL 91 '91 17: 17 P.2
J Fr^U."1 it.T U ri FPIaJECT F I N TC X141567-6:
"Deposit") . the Deposit shall be held in an interest
l bear".ng account and all irtereit thereon shall be deemed a
f part of. the Deposit. If the sale of the Property as
contertplated here�inder is consumn+ated, then the Deposit
shall bepaid to Bank at the Closing and creditad against
the Purchase Price.
( ii ) IF THE SALE OF THE PROPERTY *S NOT
CONSiriMTED DUE TO THE FAILURE Or AN:' CONDITION PRcC:EDENT OR
BA!Nx is I'c3111VD TU BE IN DEFAULT H=REUNDF.R BY A 'C'OURT OF
COMPETENT JVRISDICTION, THEN' THE DEPOSIT SHALL BE RETURNED
TO CITY: IF CITY IS FOUND TO BE IN DEFAULT BY A. COURT OF
CoMP*-rTZNT JURJ.SiiCTI N, THEN BANX. Sr+. L.L RETA_N THS: DEPOSIT
AS LiQ1,!DATED 'DAxAGES. THE PARTIES HAVE AGREED THAT SANX,S
ACTUAILL DAtA.AG_S, :Cit THE EVENT OF A FAIWRE TO CONSUMMATE THIS
SALE AS SF^£CIF YED HEREIN, WOULD BE EXTR,'ME-LY DIFFICULT OR
IMPRAC'I*CABLE TO DETERMINE. AF04*SR NEGOTIATION, THE PARTIES
HAVE AGR%1D 'CHAT, CONSIDERING .ALL THE CIRCUMSTANCES EYISTING
ON Tr?4 DkTE OF "'HIS AGREEMENT' THE AM-O)UNT OF TIjE DEPOSIT IS
A REASONABLE 4STIMATE OF THE DAMAGES THAT BA -X WOULD IiICUR
,N SUCH. FVrNT. BY PLACING THEIR INITIALS SELOW, EACH PARTY
SPECIFICa1,LY CONFIRMS THE ACCURACY OF THE STATEIVENTS MADE
ABOVE AND TFiE FACT TXAT EACH ?ARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED, AT TNEITIME THIS AGREEMENT WAS XADE,
THE CONSEQUENCES Or THIS L QU40ATED DAMAGES PROVISION.
INXTIALS: BANK CITY
(iii) The balance of the Purchase Price
shall be raid to Bank all in cash at the consummation of the
purchase and gala contemplated hereunder (the "Closing11 %
Bank ackrowladges and agrees that C:.ty may be required tv
withhold a portion of the FurchasA Price pursuant to
Section 1445 of the 'United :Mates Into=al Revenue Code of
:4936 , as acanded (the "Federal. Code,") or Sections 18805 and
262.31 of -he California Rever,ve and Taxation Code (the
"State Code") (Sections 18805 and 26131 of the State Code,
together with any regulations now or hereaZter promulgated
thereunder, al: as are aoltetimas colla�--t.ively referred to
below as the "State Withholding Provicionsl- and Section 1443
of the F d-aral Coje, together with any regulations now or
hereafter prcmulgated there.=der, all as are sometimes
c0114ctively referred to below as t..e ''Fadi:ral Withholding
Provisions") . Any amount properly so withheld by City "
as
described in Section 8. 3 (a) ; iii ) below) shall be deemed to
have been paid by City as part of the Purchase Price, and
BaAk's ohligation to consummate the transactions
corite:l;plated herein shall not Awe excussd, reduced,
te.rminated or othe" ise affected thereby.
i
2
1
0
ARTICLE II
CONDITIONS
Section 2 . 1 Conditions Precedent. City' s
obligation to purchase the Property is conditioned upon
City' s inspection and approval of the Property, including
all documents associated with the operation of the Property,
for the sole purpose of determining the operability by the
City of the Property as a wood-fired power plant capable of
producing at least 23MW. It is the intent of City that such
inspection shall be made by an independent engineer (the
"Engineer" ) engaged by City at City's expense. City
understands and acknowledges that the Property is not
currently operating as a power plant, but is being
maintained in a sort-term non-operating state. If the
Engineer reasonabiy determines that the Property cannot be
made to operate by City as a wood fired power plant, capable
of producing at least 23MW with only such expenditures as
would be reasonably necessary to return the power plant
portion of the Property to an operating state after having
been non-operating, City shall have the right to terminate
this Agreement or waive this condition and proceed with the
purchase of the Property.
Section 2 . 2 Contingency Period. City shall have
until 5 : 00 p.m. (P.D.T. ) on July 29 , 1991 (such period being
referred to herein as the "Contingency Period" ) to review
and approve the matters described in Section 2 . 1 above. If
City does not submit to Bank in writing any objections to
any such matters before the end of the Contingency Period,
then City shall be deemed to have approved all matters
described in Section 2 . 1 , and as a result the matters
described in Section 2 . 1 shall no longer be conditions to
City's obligations hereunder. If City objects to any of
those matters within the Contingency Period, then Bank shall
have the right but not the obligation to remove or remedy
any objectionable matter. This Agreement shall terminate
upon Bank's election not to remedy such objectionable
matter, whereby the Deposit shall be returned to City, and
neither party shall have any further rights or obligations
hereunder except as provided in Sections 6 . 1 and 9 . 3 below.
Section 2. 3 Satisfied Conditions.
(a) City has reviewed and approved the
preliminary title report dated as of May 17 , 1991 , issued by
Ticor Title Insurance Company on the Property (the "Title
Report" ) , and the underlying documents referenced therein,
attached hereto as Exhibit C, and has further approved all
of the following matters: ( i ) all matters of record,
3
' a
1
including those shown on the Title Report or referenced in
said underlying documents and all other matters referenced
in the Title Report; ( ii ) all matters that would be revealed
i by an accurate survey of the Property; ( iii ) the rights of
any parties in possession of the Property; and ( iv) all
taxes , assessments , bonds , and liens on account thereof to
which the Property is subject.
(b) General Plan. City has obtained a
General Plan consistency finding by the City' s Planning
Commission pursuant to the California Government Code.
ARTICLE III
CITY'S EXAMINATION
Section 3 . 1 City's Independent Investigation.
(a) City acknowledges and agrees that it has
been given or will be given before the end of the
Contingency Period, a full opportunity to inspect and
investigate the Property, either independently or through
agents of City's choosing.
(b) CITY SPECIFICALLY ACKNOWLEDGES AND AGREES
THAT EXCEPT AS SET FORTH IN SECTION 7 . 1 HEREIN, BANK IS
SELLING AND CITY IS PURCHASING THE PROPERTY IN AN "AS IS"
CONDITION AND THAT CITY IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESSED OR IMPLIED, FROM BANK, ITS AGENTS , AS TO ANY
MATTERS CONCERNING THE PROPERTY.
Section 3 . 2 Release.
(a) Without limiting the above, and except as
set forth in Section 7 . 1(e) hereof , City on behalf of itself
and its successor's and assigns waives its right to recover
from, and releases and discharges, Bank, Bank's affiliates ,
the partners, trustees, shareholders , directors , officers ,
employees and agents of each of them, and their respective
heirs, successors, personal representatives and assigns
(collectively, the "Bank Related Parties" ) , from any and all
demands, claims, legal or administrative proceedings ,
losses , liabilities, damages, penalties, fines , liens ,
judgments , costs or expenses ( including, without limitation,
attorneys' fees and costs) , whether direct or indirect,
known or unknown, foreseen or unforeseen, that may arise on
account of or in any way be connected with the physical
condition of the Property or any law or regulation
applicable thereto, including, without limitation, any
I 4
related to "Hazardous Materials" as substances identified or
defined under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 , as amended
( 42 U. S .C. Sections 6901 , et sec . ) , the Resources
Conservation and Recovery Act of 1976 ( 42 U.S .C.
Sections 6901 , et sec . ) , the Clean Water Act ( 33 U.S .C.
Sections 1251 , et sec . ) , the Safe Drinking Water Act
( 14 U.S.C. Sections 1401 , et sec . ) , the Hazardous Materials
Transportation Act (49 U.S.C. Sections 1801, et seq. ) , the
Toxic Substance Control Act ( 15 U.S.C. Sections 2601 ,
et seg. ) , the California Hazardous Waste Control Law
(California Health and Safety Code Sections 25100 , et seg. ) ,
the Porter-Cologne Water Quality Control Act (California
Water Code Sections 13000 , et seg. ) , and the Safe Drinking
Water and Toxic Enforcement Act of 1986 (California Health
and .Safety Code Sections 25249 . 5 , et seg. ) .
(b) In connection with subsection (a) above,
City expressly waives the benefits of Section 1542 of the
California Civil Code, which provides as follows: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE
MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR. "
ARTICLE IV
TITLE
Section 4 . 1 Conditions of Title. At the
Closing, Bank shall convey title to the Property to City by
good and sufficient grant deed (the "Deed" ) subject to no
exceptions other than:
(a) Interests of any parties in possession of
the Property;
(b) All taxes , assessments , bonds and liens
on account thereof, and to which the Property is subject;
and
(c) Any exceptions disclosed by the Title
Report, the public records or other documents delivered to
City pursuant to Article II above, and any other exceptions
to title which would be disclosed by an inspection and/or
survey of the Property.
All of the foregoing exceptions shall be referred to
collectively as the "Conditions of Title" .
5
Section 4 . 2 Evidence of Title. Delivery of
title in accordance with the foregoing shall be evidenced by
( the willingness of the Title Company to issue, at Closing,
its standard Owner's California Land Title Association
Policy of Title Insurance in the amount of the Purchase
Price showing title to the Real Property vested in City,
subject to the Conditions of Title (the "Title Policy" ) .
ARTICLE V
RISK OF LOSS AND INSURANCE PROCEEDS
Section 5 . 1 Minor Loss. City shall be bound to
+ purchase the Property for the full Purchase Price as
required by the terms hereof, without regard to the
occurrence or effect of any damage to the Property or
destruction of any improvements thereon or condemnation of
any portion of the Property, provided that: (a) the cost to
repair any such damage or destruction, or the diminution in
the value of the remaining Property as a result of a partial
condemnation, does not exceed Fourteen Million Five Hundred
Thousand Dollars ($14 , 500,000) , and (b) upon the Closing,
there shall be a credit against the Purchase Price due
hereunder equal to the amount of any insurance proceeds or
condemnation awards collected by Bank as a result of any
such damage or destruction or condemnation, less the amount
of any insurance deductible and other funds expended by Bank
toward the restoration or repair of the Property and
necessary for the collection of the proceeds or awards and
(c) that such damage can be fully repaired within twenty-
four ( 24 ) months of occurrence and concurrent with the
City's site work. If the proceeds or awards have not been
collected as of the Closing, then such proceeds or awards
shall be assigned to City, except to the extent needed to
reimburse Bank for funds expended to repair or restore the
Property and reasonably necessary to collect the proceeds or
awards.
Section 5 . 2 Major Loss . If the amount of the
damage or destruction or condemnation as specified above
exceeds Fourteen Million Five Hundred Thousand Dollars
( $14 , 500 ,000) , then City may, at its option to be exercised
within ten ( 10) business days of Bank's written notice of
the occurrence of the damage or destruction or the
commencement of condemnation proceedings, either terminate
this Agreement or consummate the purchase for the full
Purchase Price as required by the terms hereof . If City
elects to terminate this Agreement or fails to give Bank
notice within such ten ( 10 ) business day period that City
will proceed with the purchase, then the Deposit shall be
6
i
returned to City and neither party shall have any further
rights or obligations hereunder, except as provided in
Sections 6 . 1 and 9 . 3 below. If City elects to proceed with
the purchase, then upon the Closing, there shall be a credit
against the Purchase Price due hereunder equal to any
insurance proceeds or condemnation awards collected by Bank
as a result of any such damage or destruction or
condemnation to a maximum amount of $14 , 500, 000 less the
amount of any insurance deductible and other funds expended
by Bank toward the restoration or repair of the Property and
reasonably necessary for the collection of the proceeds or
awards (the "City Share" ) . Bank shall retain all insurance
proceeds in excess of the City Share. If the proceeds or
awards have not been collected as of the Closing, then such
proceeds or awards shall be assigned to City, except to the
extent needed to reimburse Bank for funds expended to repair
or restore the Property and reasonably necessary to collect
the proceeds or awards.
ARTICLE VI
BROKERS AND EXPENSES
Section 6 . 1 Brokers . The parties represent and
warrant to each other that no broker or finder was
instrumental in arranging or bringing about this transaction
and that there are no claims or rights for brokerage
commissions or finder' s fees in connection with the
transactions contemplated by this Agreement. If any person
brings a claim for a commission, finder's fee, or other fees
for consultation or assistance based upon any contact,
dealings or communication with City or Bank, then the party
through whom such person makes his claim shall defend the
other party (the "Indemnified Party" ) from such claim, and
shall indemnify the Indemnified Party and hold the
Indemnified Party harmless from any and all costs , damages ,
claims, liabilities or expenses ( including without
limitation, reasonable attorneys' fees and disbursements )
incurred by the Indemnified Party in defending against the
claim. The provisions of this Section 6 . 1 shall survive the
Closing or, if the purchase and sale are not consummated,
any termination of this Agreement.
Section 6 . 2 Expenses. Except as provided in
Section 8 . 4 below, each party hereto shall pay its own
expenses incurred in connection with this Agreement and the
transactions contemplated hereby.
7
r
ARTICLE VII
CERTIFICATIONS
Section 7 . 1 Certifications. Bank certifies as
follows :
(a ) That it is a national banking corporation
duly organized and existing under the laws of the United
States of America.
(b) To the best of Bank's knowledge, it has
disclosed to City all relevant documents in its possession
relating to the operation, maintenance or condition of the
Property including without limitation those listed in
Exhibit D. _
(c) To the best of Bank's knowledge, there is
no litigation which seeks to challenge the right of Bank to
convey acceptable title to the Property to City; other than
that certain action, A&A Machine and Welding Shop v. Redding
Power, Shasta County Superior Court Case No. 98351 .
(d) To the best of Bank's knowledge, it has
disclosed the existence of all litigation related to the
operation, maintenance or condition of the Property.
(e) To the best of Bank's knowledge, based on
the Reports (as hereinafter defined) , it is not aware of any
Hazardous Materials on the Property other than those
disclosed by that certain Preliminary Site Assessment,
Redding Power Facility, 17120 Clear Creek Road, Redding,
California, dated October 4 , 1990 , and that certain Phase II
Site Investigation, Redding Power Facility, 17120 Clear
Creek Road, Redding, California, dated January 22 , 1991 (the
"Reports" ) .
ARTICLE VIII
CLOSING AND ESCROW
Section 8. 1 Escrow Instructions. Upon execution
of this Agreement, the parties hereto shall deposit an
executed counterpart of this Agreement with the Title
Company, and this instrument shall serve as the instructions
to the Title Company as the escrow holder for consummation
of the purchase and sale contemplated hereby. Bank and City
agree to execute such reasonable additional and
supplementary escrow instructions as may be appropriate to
enable the Title Company to comply with the terms of this
8
4
Agreement; provided, however, that in the event of any
conflict between the provisions of this Agreement and any
supplementary escrow instructions , the terms of this
Agreement shall control .
Section 8 . 2 Closing. The Closing hereunder
shall be consummated on the date the Bank forecloses on the
Property, following the recording of said foreclosure and
the extinguishing of any and all rights of reinstatement,
or, at Bank's option, on a date following said foreclosure,
but not earlier than the Closing Date , as hereinafter
defined, unless City agrees to a date earlier_ than the
Closing Date in writing. The parties intend that the
foreclosure and Closing shall be held not later than five
( 5 ) business days following the Contingency Period, or
August 5 , 1991 (the 'Closing Date" ) . If Bank is delayed in
proceeding with the foreclosure as a result of actions by
any third party, the parties agree that the Closing Date
shall be extended until such date that the foreclosure can
proceed, but not later than January 1 , 1992, unless
otherwise agreed by the parties. Notwithstanding the
foregoing, this Agreement shall terminate in the event that
a third party. shall bid at the foreclosure sale an amount
greater than $30 , 000 , 000 , whereby the Deposit shall be
returned to City, and neither party shall have any further
rights or obligations hereunder except as provided in
Sections 6 . 1 and 9 . 3 below.
Section 8 . 3 Deposit of Documents .
(a) At or before the Closing, Bank shall
deposit into escrow the following items:
( i ) the duly executed and acknowledged
Deed conveying the Real Property to City subject to the
Conditions of Title;
( ii ) a duly executed Affidavit in
compliance with Section 1445 of the Federal Code in the form
attached hereto as Exhibit E; and
( iii ) either (a ) a properly executed
California Form 590 certifying that Bank is qualified to do
business in California , or (b) an approved and properly
executed California Form 597A.
If Bank fails to deliver any such
Form 590 or Form 597A or other evidence, City shall not be
excused from its obligation to consummate the transactions
contemplated herein, but rather may deduct and withhold from
the Purchase Price an amount.equal to three and one-third
9
«
i
I
percent ( 3-1/30 ) of the "sales price of the California real
property conveyed" in connection with the transactions
i contemplated herein, as defined and required by the State
Withholding Provisions . As described in Section 1 . 2(b) ( iii )
above , any amount so withheld shall be deemed to have been
paid by City as a part of the Purchase Price. Should Bank
deliver evidence to City that the California Franchise Tax
Board has authorized a partial or total reduction in the
amount required to be withheld from the Purchase Price
pursuant to the State Withholding Provisions, City may
withhold only the amount required by the Franchise Tax Board
to be withheld, if any, and any amount so withheld shall be
deemed to have been paid by City as part of the Purchase
Price.
I
City acknowledges and agrees that it
has received written notice of the withholding requirements
set forth in the State Withholding Provisions.
(b) Two ( 2 ) business days prior to the
Closing Date, or to the scheduled foreclosure if the Closing
Date is delayed as set forth in Section 7 . 2 hereof, City
shall deposit into escrow funds necessary to close this
transaction.
(c) City and Bank shall each deposit such
other instruments as are reasonably required by the Title
Company or otherwise required to close the escrow and
consummate the purchase and sale of the Property in
accordance with the terms hereof.
Section 8 . 4 Prorations.
(a) Real property taxes and assessments;
water and sewer utility charges; annual permits and/or
inspection fees (calculated on the basis of the period
covered) ; and any other expenses normal to the operation and
maintenance of the Property, shall all be prorated as of
12 : 01 a.m. on the date the Deed is recorded, on the basis of
j a 365-day year. Bank and City hereby agree that if any of
the aforesaid prorations cannot be calculated accurately on
the Closing Date, then the same shall be calculated as soon
as reasonably practicable after the Closing Date and either
party owing the other party a sum of money based on such
subsequent proration(s) shall promptly pay said sum to the
other party.
(b) The premium for the Title Policy, escrow
fees , and any other expenses of the escrow for the sale
shall be divided equally between City and Bank. The parties
understand that City is exempt from the imposition of
i
10
1
transfer taxes applicable to the sale, any personal property
sales taxes applicable to the sale, and any recording
charges. In the event that any such taxes or charges are
imposed on the transaction, the parties agree that the same
shall be divided equally between City and Bank.
ARTICLE IX
MISCELLANEOUS
Section 9 . 1 Notices. Any notices required or
permitted to be given hereunder shall be given in writing
and shall be delivered (a) in person, (b) by certified mail ,
postage prepaid, return receipt requested, (c) by a
commercial overnight courier that guarantees next day
delivery and provides a receipt or (d) by telefacsimile, and
such notices shall be addressed as follows:
To City: CITY OF REDDING •
760 Parkview Avenue
Redding, California 96001
Att1n: Electric Utility Director
To Bank: NATIONAL WESTMINSTER BANK USA
175 Water Street
New York, New York 10028
Att'n: Armand Ehrlein
with a copy to: MORRISON & FOERSTER
345 California Street
San Francisco, California 94104
Att1n: Brenda J.M. Walsh, Esq.
or to such other address as either party may from time to
time specify in writing to the other party. Any notice
shall be effective only upon delivery.
Section 9 . 2 Entire Agreement. This Agreement,
together with the Exhibits hereto, contains all
representations, warranties and covenants made by City and
Bank and constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof.
Any prior correspondence, memoranda or agreements are
replaced in total by this Agreement together with the
Exhibits hereto.
Section 9 . 3 Entry and Indemnity. Bank shall
request the court-appointed receiver or other person or
entity acting as responsible caretaker of the Property to
afford City, its Engineer, or other authorized agents the
11
i
right of entry to the Property to inspect the physical
condition thereof pursuant to Section 2 . 1 above, provided
j City gives Bank and the receiver reasonable advance notice
of any entry to the Property and conducts any inspections in
connection therewith in a manner reasonably acceptable to
Bank and the receiver. City hereby indemnifies Bank and
holds it harmless from and against any and all claims ,
liens , liabilities , losses, damages , costs, and expenses
arising in connection with any such entry to the Property
which are the result of the sole negligence of City, its
Engineer or authorized agents. This indemnity shall survive
any termination of this Agreement and all the provisions of
this Section 9 . 3 shall remain contractually binding for a
period of 180 days from termination of this Agreement or
Closing.
Section 9 .4 Indemnity. Bank hereby agrees to
indemnify and hold City harmless from and against, and shall
reimburse City for- any and all claims, demands, costs ,
expenses, damages and losses, including attorneys' fees of
counsel approved by Bank, resulting from or arising out of
or in connection with the PPA or the Special Facilities
Agreement ( "Claim" ) . In connection -with Bank' s obligation
to indemnify City, City shall cooperate with Bank in all
respects , including, without limitation, giving notice to
Bank as soon as practical of any such Claim, together with
all information reasonably obtainable with respect thereto.
If a Claim is made or suit is brought after City has
obtained actual knowledge of such Claim or action, City
shall notify Bank and tender defense to Bank. Unless Bank
shall decline to defend, City shall not, except at City's
cost and expense, voluntarily make any payment, assume any
obligation or incur any expense in connection with any Claim
for which indemnity is sought hereunder. City shall , at
Bank' s expense, assist Bank in any reasonable manner in
negotiating any settlement with regard to such Claim, or in
processing such suit. This indemnity shall, survive any
termination of this Agreement and all the provisions of this
Section 9 . 4 shall remain contractually binding for the
minimum applicable statute of limitations period.
Section 9. 5 Attorneys' Fees. If either party
hereto fails to perform any of its obligations under this
Agreement or if any dispute arises between the parties
hereto concerning the meaning or interpretation of any
provision of this Agreement, then the defaulting party or
the party not prevailing in such dispute, as the case may
be, shall pay any and all costs and expenses incurred by the
other party on account of such default and/or -in enforcing
or establishing its rights hereunder, including, without
limitation, court costs and reasonable attorneys' fees and
disbursements.
12
G
In the event that any party hereto secures a
judgment in any proceeding to enforce or interpret this
Agreement, then any such attorney' s fees and other expenses
incurred by either party in enforcing, or in appealing from,
any such judgment shall be recoverable separately from and
in addition to any other amount included in such judgment.
This paragraph is intended to be severable from the other
provisions of this Agreement and to survive and not be
merged into any such judgment.
Section 9 . 6 No Merger. The obligations
contained herein shall not merge with the transfer of title
to the Property but shall remain in effect until fulfilled.
Section 9 . 7 Assignment. City's and Bank' s
rights and obliga-ions hereunder shall not be assignable
without the prior written consent of the other party,
provided that neither party shall be released from any of
its obligations or liabilities hereunder if that party
approves of any such assignment. Bank may assign this
Agreement to Western Project Holding Corporation, a wholly-
owned subsidiary of Bank ("Western" ) , prior to the
foreclosure sale referenced herein, without City's prior
consent, provided, however, that Bank shall remain the
indemnitor under Section 9.4 following any such assignment.
Neither Western nor Bank shall make any further assignments
subsequent to an assignment to Western. Upon any such
assignment, Bank's assignee shall be deemed to be "Bank" for
all purposes hereunder, other than for Bank's obligations
under Section 9. 4 . Any action by City pursuant to this
Agreement prior to such assignment, shall be deemed to have
the same force and effect subsequent to the assignment. In
no case shall Bank have the right to assign this Agreement
prior to ten days before Closing, provided, however, if the
scheduled Closing is delayed subsequent to such assignment,
the assignment shall not be a breach or default under this
Agreement.
Section 9 . 8 Counterparts. This Agreement may be
executed in two or more counterparts , each of which shall be
deemed an original , but all of which taken together shall
constitute one and the same instrument.
Section 9 . 9 Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of y
the State of California.
Section 9. 10 Interpretation of Agreement. The
article, section and other headings of this Agreement are
for convenience of reference only and shall not be construed h
to affect the meaning of any provision contained herein.
Where the context so requires , the use of the singular shall
include the plural and vice versa and the use of the
13
}
masculine shall include the feminine and the neuter. The
term "person" shall include any individual , partnership,
joint venture, corporation, trust, unincorporated
association, any other entity and any government or any
department or agency thereof , whether acting in an
individual , fiduciary or other capacity.
' Section 9 . 11 Authority of City and Bank.
(a ) City represents and warrants to Bank that
City is a municipal corporation duly organized, validly
existing, and in good standing under the laws of the State
of California. City further represents and warrants to Bank
that this Agreement and all documents executed by City which
are to be delivered to Bank at Closing (a) are or at the
time of Closing will be duly authorized, executed and
delivered by City, (b) are or at the time -of Closing will be
legal , valid and binding obligations of City, and (c) do not
and at the time of Closing will not violate any provision' of
any agreement or judicial order to which City is a party or
to which City is subject. City shall deliver to Bank such
documentation as Bank shall request evidencing such
authorization. The foregoing representation and warranty
and any and all other representations and warranties of City
contained herein shall survive the Closing.
(b) Bank represents and warrants to. City that
Bank is a national banking corporation duly organized,
validly existing, and in good standing under the laws of the
State of New York. Bank further represents and warrants to
City that this Agreement and all documents executed by Bank
which are to be delivered to City at Closing (a) are or at
the time of Closing will be duly authorized, executed and
delivered by Bank, (b) are or at the time of Closing will be
legal , valid and binding obligations of Bank, and (c ) do not
and at the time of Closing will not violate any provision of
any agreement or judicial order to which Bank is a party or
to which Bank is subject. Bank shall deliver to City such
documentation as City shall request evidencing such
authorization. The foregoing representation and warranty
and any and all other representations and warranties of Bank
contained herein shall survive the Closing.
Section 9. 12 Limited Liability. The obligations
of Bank are intended to be binding only on the property of
Bank and shall not be personally binding upon, nor shall any
resort be had to, the private properties of any of its
trustees, officers, directors or shareholders , nor any
employees or agents of Bank.
14
I
I
Section 9 . 13 Amendments . This Agreement may be
amended or modified only by a written instrument signed by
City and Bank.
Section 9 . 14 No Recording. Neither this
Agreement nor any memorandum or short form thereof may be
recorded by City or Bank.
Section 9. 15 Personal Property. Bank agrees that
Bank shall remove from the Real Property those items of
Personal Property identified by City as items City does not
intend to take title to , as soon as practicable subsequent
to the foreclosure. Such removal may not be practicable
prior to the Closing set forth in Section 8 . 2 , and City
agrees to give Bank access to the Property for such removal.
Bank shall remove such items no later than sixty ( 60 ) days
after the Closing at Bank' s expense. If Bank fails to
remove such personal property within 60 days, City shall
have the right to have the property removed at Bank's
expense.
Section 9 . 16 Amendment of Exhibit B. The parties
agree that the listing set forth in Exhibit B may be amended
to reflect changes mutually agreed to by the parties
following a physical examination of the Personal Property by
City.
Section 9. 17 Electric Facilities. Bank agrees to
use its reasonable efforts , if it deems such efforts to be
necessary to accomplish the objectives of this Section, to
petition the California Superior Court of Shasta County to
clarify that the receiver of the Property has all requisite
power, right and authority to contract with the City to
install electrical connections and other facilities for the
purpose of supplying alternative power to the Property. Any
such contract shall be under terms and conditions
satisfactory to receiver and Bank, and shall be at City's
expense. In the event that the Closing shall not occur,
City agrees, at receiver' s or Bank' s request, as the case
may be, to remove all such facilities from the Property and
to restore the Property to its former condition. Neither
the receiver nor the Bank shall have the obligation to
utilize the service once installed, however, Bank shall have
the right, at Bank's option, to utilize such service,
whether or not the Closing has occurred. City agrees that
any installation of such facilities to the Property shall be
in its capacity as a public utility provider, and shall not
15
07/03/yl ld: 1G 44.14 l I I1 Vh KtUUIiVU
vest City with any additional rights or interest in the
Property other than as granted in this Agreement.
1
i
The parties hereto have executed this Agreement as
of the respective dates written below.
Bank: NATIONAL WESTMINSTER BANK USA,
a national bankinq corporation
By:
Date: Its:
City: CITY or R ouc,
a municipal corporation
8y.
Its: MAYOR
By:
Date: ;-1}L11oa1 Its: CITY CLERK
FORM APPROVED
cm �u
F19230(8976 ) (7) 16 28-JUN-91 15 : 24 : 58
Fp_PI .,ESTERr� PP�JE,_T JUL. 1. 1?91
• KnK I1'!(-KIATE PEPLr
vsst City with any additional rights or interest in the
Property other than as granted in this Agreement.
The parties hereto have executed this Agreement as
of the reapective dates written below.
Banks NATIONAL NZATMINST=R RANK VSA,
a national banking corporation
Syr — 0-,t4�J 11Z A g� .
Date: 1 X91 Its$ „N�e� YiC.c P�aA,,P
City: CITY Of REDDING,
a municipal corporation
Syr a
Itst
syr
oats: Its
R
Exhibit A
DESCRIPTION OF REAL PROPERTY
All that certain real property situated in Shasta
County, California, described as follows :
[Real Property Description in Title Report to be added ]
i
F19250( 8976 ) (7 )
LEGAL :ESCR:PT:CN
ALL THAT CERTAIN REAL PROPERTY SI=ATE :4 THE CITY OF REDD:NG, COUNTY OF
SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1:
PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. ,;AXON BAKER RECORDED `IoVrMBER
21, 1984 IN BOOR 24 OF PARCEL .AAPS AT PAGE 118, SHASTA COUNTY RECORDS.
PARCEL 2:
AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER, UNDER AND ACROSS A
STRIP Or LAND LYING EASTERLY Or AND ADJACENT TO THE FOLLOWING OESCRIBED
BEGINNING AT THE MOST SOUTHEASTERLY CORNER Or PARCEL 1 AS SHOWN ON PARCEL MAP
NO. S2-84 FOR W. JAXON BAILER RECORDED NOVEMBER 21, 1984 IN BOOR 24 OF PARCEL
MAPS AT PAGE 118, SHASTA COUNTY RECORDS. SAID CORNER BEING ON THE NORTHERLY
BOUNDARY Or CLEAR CRZEK ROAD AS SHOWN ON SAID MAP; THENCE NORTH 01023' 11' EAST,
A DISTANCE Or 2614.00 FEET AND THE POINT OF TERMINATION Or SAID LINE.
PARCEL 3:
AN EASRMZNT FOR ELRCTRICAL' TRANSMISSION LINES AND INCIDENTALS THERETO OVER AND - ,
ACROSS A STRIP Or LAND BRING 100 FITT IN WIDTH AND LYING NORTHERLY or ANO .
ADJACRMT TO THE MOST SOUTHERLY BOUNDARY Or PARCEL. 1 DZSCRIBZD IN THE DEED TO
J.r. SAAR CO., INC., DATED NOVZMBZR 30, 1984 AND RZCORDZD NOVEMBER 30, 1984 IN
BOOR 21" PACs 661. SHASTA COUNTY RECORD!. SAID SOUTARRLY BOUNDARY BRING THE
NORTMMT BOUNDARY Or CLRAM C3U= ROAD AS DRSCRIRZD IN PARCEL 1 THEREIN. THE
PVRPM Or TIM RASZNZNT SHALL IHCVMZ TBR INSTALLATION MAINTENANCE AND
OPERATZON Or A alas VOL'AGS ZLSCTRICAL TRANSMISSION LINE TRANSMITTING
ZLZCTRZCZTY TO AMp FROM PARCZL 1 AS SHOWN ON PARCEL MAP 140. 32-84 FOR W. JAXON
BAM RICORDED NOVZMRSR 21, 1984 IN BOOR 24 Or PARCEL MAPS AT PAGE 118, SHASTA
COUINTT. RRCORDS.
PARCEL 41
AN ZASMOT FOR ZLB=ICAL TRAMSN2SSION Lull AND INCZORNTALS THZRRTO OVER AND
Ams kfmP OF LAND 100 DIRT I1 Wim AND LYING usTnu Or An ADJACENT To
TU MUAMM DZSCRISID LIHIt
BSOZNNXM AT T= NM SOUTHSASTZRLY CORNSR of PARCRL 1 AS SHOWN ON PARCEL MAP
NO. 53r484 YOM W. JAZOR "M RZC0RDRD NOVIMBSA 21, 1984 IN BOOR 24 Or PARCEL
MAPS AT n= 118• Slam COUNT I WORDS. SAID S__ ____Y CORMR BZ I NG ON THE
NO'AINR.='IOUNDAIIY O1 CLEAR CRSZR ROAD$ THRMCZ NOR?! 0.13233'11" EAST, A DISTANCE
Or 2614.*,MT To TU POINT Or TERMINATION Or SAID LINZ.
THR PC .Or TU RASZKRNTS OZSCRIBZD AS PARCELS 3 AND 4 RMIN SHALL INCLUDE
T= INBTA�ZWiON, MAINTSNANCR AND OPERATION Or A HIGH VOLTAGZ ELECTRICAL
TRANSMSBSIC LINT TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON
PAPANW-IWJ6 No. 52-84 FOR W. JAZON BAKER, RRCORDZD NOVXX= 21, 1964 IN BOOK 24
Or PAMCI"MAPS AT PAGI 118, SHASTA COUNTY RZOORDS.
A88liSQ ;:PARCEL NO. 208-170-03
.a 7Af `E
u
Exhibit B
I
DESCRIPTION OF PERSONAL PROPERTY
F19250(8976 ) ( 7 )
Exhibit C
TITLE REPORT
F19250(8976) (7 )
EXH:3:' •
PREL::SINARY .::;,E REPORT
1647 Court Street (P.C. 8ox 1240)
Redding, CA 96001
916-241-4531
i
I
Your Ref: Our No- 113574 SC
In response to the above referenced application for a Policy of Title Insurance,
TICOR TITLE INSURANCE COMPANY OF CALIFORNIA hereby reports that it .is prepared to
issue, or cause to be issued, as of the date hereof, a Policy or Policies of 7it-' a
Insurance describing the land and the estate or interest therein hereinafter set
forth, insuring against loss which may be sustained by reason of any defect, liens
or encumbrance not shown or referred to as an Exception below or not excluded from
coverage pursuant to the printed Schedules, Conditions and Stipulations of said
Policy forms.
The printed Exceptions and exclusions from the coveraqe of said Policy or Policies
are net forth on the attached cover. Copies of the Policy forms should be read. .
They are available from the office which issued this Report. ..
This Report (and any supplements or amendments hereto) is issued solely for the
purpose of facilitating the issuance of a Policy of Title Insurance and no
liability is assumed hereby. If it is desired that liability be assumed prior to
the issuance of a Policy of Title Insurance, a Binder or Commitment should be
requested.
Dated as of MAY 17, 1991 at 7s30 a.m. �Vj
Y Jrt
Title c r
The form of Policy of Title Insurance contemplated by this is:
(X) CLT& standard Coverage Policy - 1984
The estate or interest is the land hereinafter described or referred to covered by
this Report is a F=E TO PARCEL 11 EABENiNT TO PARCELS 2, 3 AND 4
Title to said estate or interest at the date hereof is vested ins
RiDDINO Pam, A CUAFO U JOINT VENTURE, TIM JOINT VENTURE PARTNERS OF WHICH
ARi CALI"PAU-410 Rs30CRCE4 Z, INC-, A CALIFORNIA CORPORATION/ OCTC-R;DDING,
INC" A DZUUM E CORPORATION, AND OP POWER, INC., A DELAWARE CORPORATION
At the date hereof exceptions to coverage in addition to the printed Exceptions and
Exclusions contained in* said Policy fore would be as follows:
i
i
1. GENERAL ANAOE,-.AL COUNTY, C:TY AND ANDERSONd_#;;�N`W000
FOR .HE FISCAL YEAR 1991-92 A L:EN NOT YET PAYABLE. y -
2. GENERAL AND SPECIAL COUNTY, CITY AND ANDERSON-COTTONWOOD IRRIGATION O:STR:CT :L<_-;
FOR THE FISCAL YEAR 1990-91,
FIRST :NSTALLMENT : 575,000.00 DELINQUENT PLUS 57,500.00 PENALTY
SECOND :NSTALL`SENT: $75,000.00 DEL:NQUENT PLUS 57,500.00 PENALTY AND S10.00 CZS7
PARCEL NUMBER 208-170-03 WHICH DOES NOT INCLUDE OTHER PROPERTY
AREA CODE 001-147 TAX RATE : $1.00
VALUAT:ONS LAND S2, 468,331.00 IMPROVEMENTS: S11, 129,829.00
PERSONAL PROPERTY: $1,401,840.00 EXEMPT:ONS: S-0-
3. THE LIEN OP SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO T
STATE OE CALIFORNIA. i'HHE PROVISIONS OF
CHAPTER 3.5 (COMMENCING WITH SECTION.- 75) OF THE REVENUE ANO LAXATION CODS OF E
4. ANY EXISTING RIGHTS-OF-WAY FOR DITCHES AND CANALS COMMON TO THE ANDERSON-COT•'O:�wOCO
IRRIGATION DISTRICT, TOGETHER WITH INCIDENTAL RIGHTS. ,
5, AN EASEMENT AFFECTING THE PORTION OF SAID LAND ANO FOR THE PURPOSES STATED HEREIN,
AND INCIDENTAL PURPOSES
IN FAVOR OF: PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION
FOR : METAL ;"OTTERS OR WOODED[. OR Mme. ,r,POLV AND ALL AypVnTENANCES•
RECORDED : FEBRUARY 27, 1948 IN BOOL 2A16 -ph" 4: .OF'OFFICI]1L RECORDS
AFFECTS THE NORTHEASTERLY PORTION OF TIM DESCRIBED PROPERTY
SAID INSTRUMENT CONTAINS A PROVISION THAI . Srt ` ' MgM;
BUILDING OR OTHER STRUCTURE OR DRILL OR ORSTRQCT ANY
TO DO SO WITHIN 37.5 FEET OF TER Ram . FER�uT OTHERS
6. AN EASEMENT AFFECTING ?!a p=TION OF SAID t&1D AM pWTW URPURPQgEs STATED HEREIN,
ED
AND INCIDENTAL PPOSES' B! OXCL�?IM OF.
IN FAVOR OF t UNITSTASSA4'A1N=CA �
FOR : TRANSMISSION LINfWAND ALL APPOSTRUANCSS
CASE NO. : 5906 : . - . t. � 'v"..-: r'-% - --
RECORDED t NOVIMn 7, 1952 IN BOOL 346, SM-229,. *"ICZAL RSCUROS AND
OCT04ER 21, 1947 IN BOOR 261f. p7U*J—Ga,,.QZFZCZA. RR005lw.
AFFECTS : A PORTION OF TSS QMRfB IDSBCRZUD.PRfM•PM.
7. A PERPETUAL RIGS?, pRzvzzam.An
.c-. �,..4plpw 2W.
-.-•.i��r�+� '�*°1r
REMOVE, OPERATs, INSFBm, NSIN?AZz AND 0>;�
Sszo:r LSa1s WITS POLES,
TOMER, CROSS—ARMS, CNK&S, WZM, SMtltrr iAfO - tIQRETd;. AS
CONTAINED IN ?!a ERiB =! OpNTRAmji 1NjIMR' T'IR SEEMS DEPARTMENT OF
INTERIOR, 4U?J= 01 RECLAMATION, Dom ¢ i 29,
1961 IN BOOR 682 OF OFFICIAL RwWft t'�AQE:i23B-• C�N?i' 1NSCORDS.
AFTECTS t TU V9STnLY POR %= OF 'AQ 41
N
S. THE EFFECT OF THE FOLLOWING NOTES AS CONTAINED ON THE PARCEL MAP FOR a :AXO•r aA�_.
RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE !!a, SHASTA
RECORDS:
1) AN ON-SITE SEWAGE DISPOSAL SYSTEM SHALL BE LOCATED ONLY WITHIN THE DISPOSAL
INDICATED FOR PARCEL 1 UNLESS AN ALTERNATE SITE IS SPECIFICALLY APPROVED BY ':-jr
HEALTH OFFICER.
2) SEWAGE DISPOSAL FOR PARCEL 1 IS ONLY POSSIBLE BY INSTALLATION OF A
NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM THAT HAS BEEN DESIGNED PER DIVISION OF
ENVIRONMENT HEALTH CRITERIA IN ACCORDANCE WITH THE 1982 SEWAGE DISPOSAL STANDAR,?
REQUIREMENTS.
SAID NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM MAY BE COSTLY TO INSTALL AND MAIaTA::;,
REAL PROPERTY OWNER OF SAID PARCEL AND SAID NON-CONVENTIONAL SEWAGE
DISPOSAL SYSTEM WILL BE REQUIRED TQ BECOME PART OF THE COUNTY INSPECTION AND
MONITORING PROGRAM ESTABLISHED BY SHASTA COUNTY ORDINANCE 4494-222 (SECTIONS
3430-3437.5, 4/21/91)
3) THE CITY OF REDDING CURRENTLY PROVIDES WATER AND SEWZR .SYSTEM FACILITIES.
SHOULD CONNECTION TO ZITHER 8E DENIED DUE TO LACK Of CAPACITY IN THE SYSTEM, THE
DEVELOPER AND SUBSZQUZST PROPERTY OMORS MAY BE UNABLE TO OBTAIN A BUZLDZNG PERMIT.
9. AN EASEMENT AFFECTING THZ PORTION Op SAID LARD, AND FOIL TRZ PURPOSES STATED HEREIN,
AND INCIDENTAL PURPOSES, SWWR 'OR DEDICATED BY Flit PARCEL MAP
RECORDED : NOVEMBER 21, 1994. IN BOOR 24 OF PARCEL Mpg AT PAGE 118
FOR (A) PUBLIC SERVICES : .
AFFECTS AS S8OW Oif.SARI ASAP
FOR (B) OZDZCAT=* TO TIM CM OP ft dttfG
AFFECTS : AS SR011N ON• SAZD MAJL> "
10. THE EFFECT OF TIM.FQLLONIYQ "AASXi• SBIOli* AND asSZGNATZR ON .Tss PARCEL MAP FOR W.
JAXON BAKER RZODROSD NOV&nnERzZ2; 1994 ZN. BOOL 24 Qt p
A�CEL MApS,. PAGt 118, SHASTA
COUNTY RECORDS: _.. .L':.'.•� _.. � .. '4 ` - r:�.••.-;.
1) PROPOSED WELL Sz=
2) PROPOSED LZA= IPZ=.
11. CONDITIONS AND. Rsi?1t80'PZOM!'�'1!!�#'�!R'1�91i1�M �� pp �'�� �Z�ZyZTY OR
RESPONSIBILITY ON 'PIQy�. L IIAt - • r
FOR
RECORDED t IiCVDOk 22* Slfi1 1Wswat Tt'OT 111R `'!! "AT TGs/I'li ''
12. An ZASzMw Al
AND INCIOZIPI'AL ;: -• • �. � :� n- BERZIA,
... a •.� ,.
i IN FAVOR 01t 'T."
FOR t FARM
RECORDED t '1 _ 210 :.- . . Vw. >t BDS
AFFECTS t gy: JAM '=a b
�.
Te -WIN
I
r
.3. TERMS AND OD. .ONS CONTAINED IN THAT CERTAOL-J
GRANTOR JAXON BARER, CONVEYING HIS SEPARATE PROEPRTY
GRANTEE CALIFORNIA-8I0 RESOURCES I, :NC. , A CALIFORNIA CORPORATION
DATED JANUARY 18, 1985
RECORDED MARCH 11, 1985 IN BOOK 2132, PAGt 368, SHASTA COUNTY OFF:C:A.L ZC�ZS
FOR PARTICULARS, SEE DOCUMENT.
ALL RIGHTS THEREUNDER HAVE BEEN ASSIGNED TO J. F. SHEA CO , INC. , AS D:SCLCSE: BY
.
SAID DEED AND BY DEED DATED JANUARY 16, 1985 AND RECORDED MARCH 11, 1985 -..,1 30GK
2132, AT PAGE 366, OFFICIAL RECORDS.
SAID TERMS AND CONDITIONS WIRE AMENDED BY AMENDMENT OF DEED RESTR:CT:CNS RzCCRrcO
AUGUST 28,1987 IN BOOK 2340, PAGE k50, SHASTA COUNTY RECORDS.
14. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED HEREIN,
DATED : JULY 31, 1987
AMOUNT : 537,600,000.00
TRUSTOR . REDOING POWER, A CALIFORNIA JOIN! VENrURS
TRUSTEE : TICOR TITLE INSURANCE COMPANY OF CALIFORNIA
BENEFICIARY: NATIONAL MEBTMINSTn BANE USA %
RECORDED : AUGUST 28, 1987 IN BOOK 2240, PAW 459, Of o"I=AL RECORDS
DOCUMENT NOt 20539
AFFECTS : UCC 90. 171
AN INSTRUMENT sMMZTUTEi TIm__ >USTn IN_Skrw OEEO OF TRUST
NEW TRUSTEE3 CO WMWUL= LANA TITLE CGNfANY
DATED t OMVM 30, 1990 - v
RECORDED : 1v -IM ZN 800! 26SRp PA=; ,7",. Of 4"ICZAL RECORDS
NOTICE Of DEFAULT WW'M T8!•TSYM8 Of SAZD'088E1 Of TRUST BY TUR ALLEGED OWNER AND
HOLDER of TU NO'!'=°swum TlEf m '
RECORDED : 9174011a 2, i!lOI� 800 2i'36, -AROi_74s, -OE.oEf2L RECORDS
DOCUMENT NO t 4796' -,?. :';
ALLEGED OWNERS
AN ACTION IN THE
CoIOENCED a ��259E , me
� ;
ENTITLED T =. .�. �. .►' c
_ EAKEM ASSOCIATION,
NOV8. r.*
CASH .
NATURE Of ACT= AnovarttL,� afe-. 196r lit
A NOTICE o! =
RECORDED: VNIM IAL RECDROS
A NOTZCE of SIX& ! �4rT11� 908•R-� - ,.-
RECORDEO t f3 81tED DBID OP TRCST WAS
l�vm-mom 2ewa =a Ot OZfZC371L atco s
A No?zCi of SAti at= of TRUST WAS y
RECORDED t fE�OAiTs;� +�
�, �• `tissue,��„ !''�! a/�CzaL•Rsca�p�
A NOTICE of - -.. ;�{ - �' ' �'�•$ 3"`. � � ' . . _. '•
RECORDED: MAACK.T �. U _ OP TRUST w" z
15. A DEED OF :'RUST AMU AN INDEBTEDNESS OF THE AMOUNT STATED
� E -
HaRE..J,
DATED :;ULY 31, 1.987
AMOUNT
TRUSTOR REDDING POWER, A JOINT VENTURE
TRUSTEE TICOR TITLE INSURANCE COMPANY OF CALIFORNIA
BENEFICIARY: DELMARVA CAPITAL INVESTMENTS, INC
RECORDED : AUGUST 28, 1987 IN BOOK 2340, PAGE 490, OF OFFICIAL RECORDS
DOCUMENT NO: 28534
16. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HERE.'t,
AND INCIDENTAL PURPOSES
IN FAVOR OF: THE CITY OF REDDING A MUNICIPAL CORPORATION
FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY AND ALL
APPURTENANCES
RECORDED APRIL 6, 1990 IN BOOK 2584, PAGE 423, OF OFFICIAL RECORDS
AFFECTS THS WESTERLY PORTION OF THE HZRSIN DESCRIBED PROPERTY]
17. A FINANCING STATEMENT TO BE SSCM= TBEREaY, AND OTAER MATTERS
DEBTOR : A=DDING POWER, A JOINT VENTURE
SECURED PARTY : DSLMARVA CAPITAL INVESTMENTS, INC.
FILED : JULY 120 1990 An U.C.C. NO. 5I6 IN 900E 2617 AT
PADS Tal OF OFFICIAL RSCORDS
IN THE OFFICE OF: THE SHASTA COMM RZCORDSR.
18. A FINANCING STRTSM g" To ai AgCayjW y M "W' AND.,Onn KR?nS -
DEMMTOR : A=DDING POMSM, A JOINT VSNTURS
SSCURSD PARTY t-•DSLXAM CAPITAL IIfVEST14 is INC
AUMW-1,* 1990 AS-Oh*wC.. 110. 543'13F-800K-262t-AT'
' ��aS� .O�t�IAL.a R�OQapa-: :. t . -ter.-•- "< -.
IN TBS OFFICS OPt ?M, count 4941pr
im
e 1
1t
r
46i K%
rat
Kft � Ya""ii�l's�
.11.vol
JI
Val 14"
7-4
or
Y - T v a. �_. t +- 4 �....may..-�:,�• .+-.
inr.
i
I
I
0 • --
LEGAL DESCRIPTION
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF REDOING, COUNTY OF
SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1:
PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. ,;AXON BARER RECORDED :rOVEMHER
21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS.
PARCEL 2:
AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER, UNDER AND ACROSS A
STRIP OF LAND LYING EASTERLY OF ANO ADJACENT TO THS FOLLOWING DESCRIBED LINE:
BEGINNING AT THS MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP
NO. 52-84 FOR W. JAXON BAJtER RECORDED NOVZ"ZR 21, 1964 IN BOOK 24 OF PARCEL
NAP! AT PACS 118, SHASTA COUNTY RECORDS. SAID CORNER BSINO ON 'ZHZ NORTHERLY
BOUNDARY OF CLEAR CRESS ROAD AS SHOWN ON SAID X"l THRNC= NORTH 01023' 11' EAST,
A DISTAX= OF 2614.00 FEET AND TM POINT OF TZRNINATZON OF SAID LINE.
PAX =L 3s
AN RASZ30MfT FOR RLRCTRICAL' TRANSHISSION LIN=S ANO INCIDRNTAL4 THERETO OVER AND_- .
ACROSS A STRIP OF LAND 'DRING 100 FESS IN WIDTX AND LYING NORTHERLY OF AND
ADJACNNT TO TDR MOS? SOUTSRRLY BOUNDARY OF PARCEL 1 DRSCRIBRD IN THS DEED TO
J.F. SNU CO., ZNC., DATID NOVSHM M 30, 1984 An RSOORDEO NOVRX9n 30, 1984 IN
800[ 209 PAGs 661, SSASTA COUNTY RECORDS. SAID SOCTSRRLY BOUNDARY BRING THE
NORTmou BOUNDARY OF CLEAR CRmm ROAD AS DRSCRIBRD ,ZN PARCEL 1 TRRRRIN. THE
PURPM OF TSN RASMMf SJUkQ ZNCLQDR T8! INSTALLATION MAINTENANCE AND
OPBRATZ= or A SEGS VOLZAGS ELECTRICAL TRANSMISSION LINZ TRANSMITTING
SLSCTZZCZTY TO AND FROM PAR= 1 AS SNOW ON PAN= MAP NO. 52-84 FOR W. JAXOIP
BAZNR FA=1090 NOVZN= 21, 1984 IN BOOS 24 OF PARCEL MAPS AT FAGS 118, SHASTA
C06TZNTz. RSCORDS.
PARCNL 4i
AN SAM MfT FOR 13.sClRZCAL TRANSMISSION LZNS AMC INCZD=MTALS TansT0 OVER AND
AC ft= Ai?R2P OF ZAMD 100 TINT IN VIM AND LYING SASTIRLY OF AND ADJACENT TO
TU MhL=130 assCR = LZMst
BSGZNNZ I AT TNS NOST 3Q02XZASTSRLY OORN=R OF ramm 1 AS S11OWN ON PARCEL X"
N0. sy4N F081 M. JA= BAS:R RX00RD90 NOVpMU 21, 1944 IN DOOR 24 OF PARC=L
KAps AT-n= list Smum COUNTY RECORDS. SAID SOCTlRAS'l�RLY CORNER BRING ON THE
'8003 ART OF CLEAR CRUZZ ROAD! TRiNCI NM O1 23,110 RAST, A DISTANCX
01 2414.* FIN? TO TU pot= Op TSRMZIIA?ION OF SAID LENS.
TM' PC OF TU ZRNMUNTS DSSCRIBSD AS PARC=LS 3 AND 4 NRRNZN SNALL INCLDDE
T= nnx&Tjmm, M UNTIMANCs AND OpRRATZON OF A SIGN VOLTAOs RLSCTRICAL
TRAMSNlISIbw-?.In TRANSMITTING RUCTRICITY TO AND FROM PARCEL 1 AS SHOWN ON
PAN=-MAP NO. 52-44 FOR M. JAM RAUR, RNCORORD NONDNiRR 21, 1984 IN BOOR 24
OF pAa mm-*mm AT PACs 118, Salam COUNTY RSOORDS.
I:.; a
ASMI".-sARM NO. 204-170-03
r
6'
0
it � �i LTi " i, • , � \ .,.r.r�
b�t.� �� D -- lam.`�.• � i � `7� I
o pmew
, ,• i
jb
76a taw.941
y I i It I i:�t i�• la 1 '
i
ri
Is
. r.! • • a:
w ; I • a•f� � s3 ,
M ate ;�I�
I •
_A1 r0 vrrpU76
_SSE wit.4"01374 irpU7S '
77131 CA Pon 1'10m ,
PRELIMINARY REPORT COVER
Printed Policy Exceptions and Exclusions
ALTA RESIDENTIAL POLICY(6-1.871
The Etclusrons amd the E%cewwMS of Ine ALTA Residential Policy • that result in n0 loss t0 you
Iofm recite that you are not insured against loss.Casts. atlorMelrs
fees,ane etoonses resulting from ■ (mat first affect your title after tme Polley Oats — my Ooes not
'Ithit'no low and maerlal non coverage in nem a of Covered r,tie 9
ExclinIOfI• Risks
t
1 GOvernmenla 001Ke DOWN,end tee 021610WO Of vralt-OA Of any 4 Pasture to Day value for veur title pqi
�a1lr Or govermment regulalmn Thr$ inoweae buiidlrtg and zoning
ordinances and also law ane regwatans camermng S Lack of a right
• land use ■ to emu land outside Ns area soednKaily descr,oad and relerrea
to In nem 3 of SChgaUo A
• �maowments on the land .
• land division
or
• enrnenmenrel aweayw streets.Al
■ in streeleve.a wwvt arvretrial toucn your lane
This
ejactman
This exclusion does nor ages,Ia vraaan{a the eMat:emont of rills R�s �DnOI llmnine eCCe{aCWerege 1n Item S of Cover e0
Imese nlaftds wmmn amu M in*Ouafo redeem at Po1KY Oats.
This exclusion odes not to"the asAlrll Cwrere"A W ide In"sire
12 and 13 of Coverq Title Aram (a)Any films. intwMS Of Clarets of Denies In Dossesswn of the
2 The right to take IM Idly sv cOnOahn ng it,unlou land nue Sr~sv tee sooMIC rgcOrds _
• a name Of gxertrsllq the rMm Solvents In this a rewds on (D)Any easanyms of 1*00 nal mown Dv tee Qualm records
tno P01Kv Oats This dem no lam"the tan Cererals in nem 8 of tie Covered
• the estfrq na"lvone"OTtaa!•teePelocor 041,11 an
Oad is ton"on Thee hats
you If vow Doulm tee leek tttrryit tAOWr/ll d in*ISROV Ic)Any fads o"the lay which a Correct survey would dlaclOse
3 Title Alms. and Woke as no SOWW"Dv,tee owow remix
This dos no ltmw tee farce"renyral cordage In Item 12 of
■ that ore Created ademwa of gree"to be vw Calmed Title arstO.
■ that ore known is yew.DIM IM to us.On Ivy Pellet Oafs—Wtldsa 10 Any wtee rW*L O@Mg Or mNN water On or under tee lana
tnw aotfsares in the 0u•Ile roadrdo
.ALTA LOiAN POLICY(10.2147)
WITH ALTA ENDORSEMENT FOAM t CQVERACE
Tho Exclusions from Corerga at the ALTA Lem Poov fo or"room that the tdNeWlr I movers we sumesly secluded from ins Cordage of IMIS
"I"and tee Comlviny weal vow Oft as Or dw""e,CML wterns" fees or etNenses which oras Dlr reason of
1 (a)Any law, a"lMnee er Mffs'rrr/vow rogWknnp linehl"rq Dui no 1~0@ to ova"and aaning law.Ordains of
a reglllalaMl restlmtlnl,
rpYiwlnl,p►Oh10MN11 a fMM1hl N IH tfy sODEIODnev.wee,ee onwf wwM at ins mw":In)the Cltera ter.dimensions a vacation at any inwovement
now or mersSlNr ereseso on the loht Ifs1 a sgereean in oWnersnlo or a claim S in tly dwnommns ee area,at tee laAd or env Oates, of
wmm"tee Iww le er tr"a deet er Ill w1eMMMWmM WONCEW". or the eMsa of any rw1MWn of tees leaves, ordinances or goerelnmental
rOguiatOOM. *NOW 18 the MOIM tftM a AMI"of the aMOreamlrn tnwow of a nates of a dafsat Ian or encumoralq retlwltrng from a
violator or adeled veswem allow, "N loved has seen recorded in Ins"as records at Owe at Parev.
101 Affair garernmental Sell"Meeker no eSov0d ow lel sole e. once"to the*stent Ina a nolle of tee admires tnerew at a Malmo Of a detect.
nen or encwmaaMsl tmu"fr6M a traalalsew or a""Irwlotr"n aNsalel Ivy land ms Orin r ICstm" in Ins DuaK recast at owe,of
Pat"
2 Rights of antrnsm duna wAsm AMI"at the*Rem"inwom hp DOM.ecoo In Ins"Ilford records M Ogle of Pamv. OW nue etcluding
from coverall ahy laaiyitenlsll Mae aavre"lvrWr b Owe of ft cv WAIC" would to Dons"on Ine rights Of a Durchassr la value wrIMOUI
llnowfed"
3 0e40cts.frets.emctlrtt0ra1"ft!eters clan ms a MIMr makers
(a 1 cleaved.swftergd,ar a grsOd N be IM~00 clairmam.
I101 not %mown to tee CMI ow. no nowom m ins Ouen ram at owe of Pamy. Out known to tee Imsuree Clasmom and not arsclos" A
wfiting to the Como m M fee~so cismlMl ower to IM dao tme insurq claifftant ooca1M M insured ulba Int{DOlmy.
(Cl resuiting in ria loss of done"to IM 1~66 cfa ilawt.
(a)attaching or ore~SIS MNPAW"Is OMe s)Policy lescaM IO Me enter"Ma This 0011cy insures Me erMrrfy Of the if*"of tee'nsuree rnOngs" ,
over env siwwary min IOC serwelw lass of mweryl.OF to tee esfsm insurance rs alfadsd margin as t0 OSGOSS WMS ter Strew ivrlaOYewbrtis
under conurualen S w i m seal Owed POffivl.or
et resui ang In fids er develop rrhmn wad"Mt naive seen swstarned d the Insurer claimant nee Dole volue to live Insured manlale
4 Unemfacesswrryr of Ing MMI of IAO round menlap emus of tee lie wfty or failure Of Ins Insured w Oafs of Politeor tetle Ina"rlrhr, or
failure a drier sildlaplw eeetner fee try irt0salO"hep,t0 cwm@ty wan a"fitsa dorm susinsa laws of rib$ION m vrmm"tee lay Is snuatod
S Invalidity or Una laces■r11g W rive Iron of ins~60 imaigap.or claim rndeef. Wmmn arises ow of tris transaction do as be,ins mswrq
ntat•ge al"is sold yME warrry a Sty consuwyn cram eeoNaan at true+in lensing law•
6 Anr statutary fun for 14kaeae. lacer or mwerows IV ins corm of orwray at am, statutes Igen for services. I~ a mweriaa ofd the nen
of the inswqtram an Imerovow*M of er
Wt related to ins land wnrcn I{ tW IQI@CW to and Commenced SubleawmI to
Odle o• Pefmr srea-y= i#lanced In vo"OW or in Dan a eeeceem of Ime rmdsagdness secured Div Ins Inswg mongall VA-cm at Oate o•
Polity Ins-Ao%o a is oONOOM to SOrnnce
levocoa-ar.%or"E%clusions Continued do nove•ee Sigel
07/03/91 15:53 '$225 441 CITY OF REDDING Z 002/002
Exhibit D
I
a LIST OF DOCUMENTS
i
I
1. Const*-uction Contract
2 . Sawmill Construction Contract
3 . Power Sale Contract
4 . Special Facilities Agreement
5. Agreement to Participate in the Interim Solution
6. Operation and Maintenance Agreement
7 . Two (2) Log Supply Contracts
S. Bibb & Associates Correspondence
• Monthly Monitoring Report to the Banks dated
June 21, 1991.
• Monthly Monitoring Report to the Banks dated
May 17, 1991.
• Long Term Layup Plan-Revise Attachment B
• Monthly Monitoring Report to the Banks dated
April 5, 1991.
• Letter to General Electric dated March 12 , 1991 .
• Monthly Monitoring Report to the Banks dated
March 6, 1991.
• Monthly Monitoring Report to the Banks dated
February 19, 1991.
• Memo date 2/21, 1991 addressing GE Generator Test
• Monthly Monitoring Report to the Banks dated
February 1, 1991.
re/2" 20 draft 1
6/28/91
i
f
Exhibit E
CERTIFICATE OF TRANSFEROR OTHER
THAN AN INDIVIDUAL
(FIRPTA Affidavit)
Section 1445 of the Internal Revenue Code provides
that a transferee of a U. S . real property interest must
withhold tax if the transferor is a foreign person. To
inform the City of Redding, a municipal corporation
( "Transferee" ) , the transferee of certain real. property
located at Redding, California , that withholding of tax is
not required upon the disposition of such U.S. real property
interest by National Westminster Bank USA, a national
banking corporation ( "Transferor" ) ,. the undersigned hereby
certifies the following on behalf of Transferor:
p
1 . Transferor is not a foreign corporation ,
foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and
Income Tax Regulations) ;
2 . Transferor' s U.S . employer identification
number is 11-077-3597 ; and
3 . Transferor's office address is 175 Water
Street, New York, New York 10028 . "
Transferor understands that this certification may
be disclosed to the Internal Revenue Service by Transferee
and that any false statement contained herein could be
punished by fine, imprisonment, or both.
Under penalty of perjury, I declare that I have
examined this certificate and to the best of my knowledge
and belief it is true, correct and complete, and I further
F19250(8976 ) (7 )
declare that I have authority to sign this document on
behalf of Transferor.
Dated as of 1991 .
NATIONAL WESTMINSTER BANK USA,
a national banking corporation
By
Its
NOTICE TO TRANSFEREE (BUYER) : You are required by law to
retain this Certificate until the end of the fifth tax year
following the tax year in which. the transfer takes place and
make the Certificate available to the Internal Revenue
Service if requested to do so during that period.
F19250( 8976) (7 )