HomeMy WebLinkAbout09. Adopt Reso-Approving Purchase & Sale of 9340 Stewart & Gray Rdi[MON01
APPROVED BY
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCILCITY NIANAGER
FROM: OFFICE OF THE CITY MANAGER
BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOP MENT
DATE: DECEMBER 10, 2019
That the City Council adopt.
I
Also, that the City Council authorize the Mayor to execute the final Purchase and Sale
Agreement, and any other documents and agreements necessary to complete the sale
transaction; and, authorize the City Manager to execute any and all amendments to the
agreement.
In 2005, City staff assessed the need to consolidate and expand its three existing Public Works
maintenance facilities in order to attain an efficient and cost-effective operation, as well as to
accommodate a future water treatment plant. Subsequently, city staff recommended and the City
Council approved the acquisition of 9340 Stewart and Gray Road, to facilitate said consolidation
2nd expansion of the maintenance facilities. At that time the City used funds from the General
Fund and Water Fund for the real estate transaction.
Due to the economy, a dramatic rise in development costs, and a change in the City's priorities,
the City is no longer pursuing the consolidation project. As such, the City wishes to divest itself
from this property and the accompanying liability, which includes ongoing needed property
upgrades and maintenance.
I IN r�l 4101 off* - e
wURCHASE AND SALE AGREEMENT — 9340 STEWART AND GRAY RD.
NECEMBER 10, 2019
?"AGE 2
determination to sell the property. The City procured two separate appraisals for the site. Upon
listing the property, numerous site visits were hosted and multiple offers were received. A
negotiated purchase price of $5,600,000 was agreed upon by the City and the Buyer. The detai
of the purchase are listed in the Purchase and Sale Agreement, included in the Resolution as
Attachment "B". The transaction includes selling the site in "AS -IS" condition and collecting a no
refundable deposit of $500,000.00. 1
Water Fund used to purchase the site. The remaining proceeds will be deposited into the City's
General Fund budget.
ATTACHMENTS
Attachment A: Site Aerial
Attachment B: Resolution with Purchase and Sale Agreement
9340 Stewart & Gray Rd.
WHEREAS, the City has negotiated a Purchase and Sale Agreement with Jose Jaime
0.1havez and Maria Diaz lbarra, Co -Trustees of the Chavez Family Trust Dated January 22, 20 1
("Buyer"), pursuant to which the City would sell the Property, located at 9340 Stewart and Gra
Road Downey, CA for a sales price of $5,600,000; and I
the public health, safety and welfare.
I- 1
AM A:4: VON AN0 0
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SECTIOil, 1. The City Council of the City of Downey hereby (i) approves the Purchase
and Sale Agreement, a copy of which is attached hereto as Exhibit "A", and is on file with the
City Clerk, (ii) if required, authorizes and directs the City Manager to make final changes or
amendments to the Purchase and Sale Agreement consistent with the City Council's direction,
and (iii) authorizes and directs the Mayor to execute the final Purchase and Sale Agreement
and any other documents and agreements necessary to complete the sale transaction
contemplated by the Purchase and Sale Agreement.
SECTION 2. The City Council of the City of Downey hereby determines that the sale
the Property is categorically exempt from the California Environmental Quality Act (CEQA)
pursuant to Guideline Section No. 15312 (Class 12, Surplus Government Property Sales).
Categorical Exemptions are projects which have been exempted from the requirements of CEQA I
because they do not have a significant effect on the environment. Class 12 exemptions allow thell
disposal of surplus property, such as the subject site.
Attachment "B"
SECTION 3. The City Clerk shall certify to the adoption of this resolution.
Lei
F."I a 11*1
MARIA ALICIA DUARTE, CMI
City Clerk
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 1 oth day of December, 2019, by the
following vote, to wit:
AYES:
Council Members:
NOES:
Council Member:
ABSTAIN:
Council Member:
ABSENT:
Council Member:
MARIA ALICIA DUARTE, CIVIC
City Clerk
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K14CHASE AND �ALE AGREEMENT
AND JOINTESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this "Agreement") is made and entered into as of November 26, 2019 for
reference purposes only, by and between THE CITY OF DOWNEY, a municipal corporation
and JOSE JAIME CHAVEZ and MARIA DIAZ IBARRA, CO -TRUSTEES OF THE
CHAVEZ FAMILY TRUST DATED JANUARY 22, 2004 (collectively, "Buyer"). The date
upon which both Buyer and Seller have executed this Agreement and delivered the same to one
another, shall hereinafter be referred to as the "Effective Date".
IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and
Buyer hereby agree as follows:
I . PUrchase and Sale of Propgrty. Seller hereby agrees to sell "AS -IS" and convey
to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions
set forth herein, the following (collectively, the "Property"):
That certain real property consisting of approximately 1.81 acres improved wi
an industrial building comprising approximately 29,400 square feet, located
9340 Stewart and Gray, in the City of Downey, County of Los Angeles, State
California, commonly referred to as Assessor's Parcel Numbers 6284-024-9
and 6284-024-905, all as more fully described in Exhibit A (the "Land"
together with all rights, privileges, easements or appurtenances to or affecting t I
Land (collectively, the "Appurtenances").
(a) The purchase price for the Property ("Purchase Price") shall be Five
Million Six Hundred Thousand Dollars ($5,600,000.00).
(i) Within two (2) business days following the Effective Date, Seller
and Buyer shall open an escrow in connection herewith ("Escrow") at Chicago Escrow, attn.:
tprtL�ap, 9c h NIPc-4"Escrow Holder"), and Buyer shall deposit into Escrow the amount of
Five Hundred Thotisand Dollars ($500,000.00) ("Deposit") in cash or other immediately
available funds. Within two (2) business days after receipt of the Deposit, Escrow Holder shall
release $100.00 of the Deposit to Seller as and for independent consideration for Seller's
execution of this Agreement (the "Independent Consideration"), Such Independent
Consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event
that the purchase of the Property in the event that the purchase of the Property is completed.
(ii) The Deposit shall be nonrefundable to Buyer unless this
Agreement is terminated prior to Closing due to Seller's default or as otherwise set forth herein,
The Deposit shall be held by the Escrow Holder and shall be credited against the Purchase Prici
at the Closing.
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5. Conditions to Seller's Obliawtions. Seller's obligations hereunder, including, but
not limited to, its obligation to consummate the purchase transaction provided for herein, are
subject to the satisfaction of each of the following conditions, each of which is for the sole
benefit of Seller and may be waived by Seller in writing in Seller's sole and absolute discretion:
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(b) Each representation and warranty made in this Agreement by Buyer shall
be true and correct in all material respects at the time the same is made and as of the Close of
Escrow.
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INITIALS: Seller Buyer,,�XJYLO_
(a) Upon mutual execution of this Agreement, the parties hereto shall deposit
instructions to Escrow Holder for consummation of the purchase contemplated hereby. Seller
and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable
instructions are not in conflict with this Agreement as it may be amended in writing from time to
time. In the event of any conflict between the provisions of this Agreement and any
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(b) The Closing shall take place (the "Closing Date") on or before the date
that is ten (10) calendar days following the satisfaction of the Conditions Precedent set forth in
Section 6 herein.
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(ii) a duly executed affidavit that Seller is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 in the form
attached as Exhibit D and incorporated herein by this reference together with a duly executed
non -foreign person affidavit and evidence that Seller is exempt from the withholding obligations
imposed by California Revenue and Taxation Code Sections 18805, 18815, and 2613 1;
evidence reasonably acceptable to Escrow Holder that the
documents delivered by Seller have been duly authorized and executed on behalf of Seller and
constitute valid and binding obligations of Seller.
(iv) any other documents which the Escrow Holder may reasonably
require from Seller in order to close Escrow which do not increase Seller's liability or obligations
hereunder;
(v) a closing statement in form and content satisfactory to Buyer and
Seller (the "Closing Statement") duly executed by Seller; and
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(vi) any other instruments, records or correspondence called for
hereunder which have not previously been delivered,
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(iii) evidence reasonably acceptable to Escrow Holder that the
documents delivered by Buyer have been duly authorized and executed on behalf of Buyer and
constitute valid and binding obligations of Buyer.
(e) Seller and Buyer shall each deposit such other instruments as are
reasonably required by Escrow Holder or otherwise required to close the Escrow and
consummate the purchase of the Property in accordance with the terms hereof.
(f) The following are to be paid by Buyer 6r Seller or apportioned as of the
Closing Date, as follows:
(i) General real property taxes for the year in which Closing occurs
together with assessments, property operating expenses, utilities and other recurring costs
relating to the Property shall be apportioned as of the Closing Date on the basis of a thirty (30) -
day month.
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(2) Seller shall pay the premium for a standard ALTA
coverage owner's policy of title insurance; Buyer shall pay the premium for any extended ALTA
coverage if desired;
(3) Seller and Buyer shall each pay one-half of the
Escrow fees, recording fees and related expenses;
(4) All other costs of escrow shall be paid equally by Buyer
9. Representations, Warranties and Covenants of Seller. As of i hereof and
again as of Closing, Seller represents and warrants, to the best of its actual (as opposed to
constructive) knowledge without further investigation or duty of investigation, to Buyer as
follows:
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(a) Seller's Audigdty. This Agreement and all documents executed by Seller
which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly
authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid
and binding obligations of Seller enforceable against Seller in accordance with their respective
terms. Seller has obtained all necessary authorizations, approvals and consents to the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) �.'xistin�:, Lease. There is a current lease in place with a tenant that is
scheduled to expire on February 22, 2020 (the "Existing Lease"). Under the express terms of
the Existing Lease, the tenant has no right to extend the term of the Existing Lease.
(c) "Ri lit of First Refusal. The right of first refusal in favor of Inco
Properties, Inc., a Washington Corporation ("Right of First Refusal") was dismissed and/or
waived by Inco Properties, Inc, on November 18, 2019,
(d) No Contracts for Saic. Other than the Existing Lease, and the Right of
First Refusal, there are no contracts or other obligations outstanding for the sale, lease, exchange
or transfer of the Property or any portion thereof
(e) No Action. Seller has received no notice of pending or threatened
condemnation or eminent domain proceedings which would affect the Property.
(f) Noj�e resentations as to Property. There are no representations,
agreements, arrangements, or circumstances, oral or written, between the parties relating to the
subject matter contained in this Agreement that are not fully expressed in the Agreement, and
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thing affecting or relating to the Property, including but not limited to the acreage of the Land,
the size of the improvements located thereon, and its fitness for a particular use, its physical
condition, the economic feasibility of purchasing the Property, or any other matter; and
(g) Sale -AS-IS". Subject to Seller's representations and warranties contained
herein Bu er's election to urchase Pro ert will be based u on and will constitute
of water, sewerage and any utilities serving or required to serve the Property; the presence and
adequacy of current or required infrastructure or other improvements on, near or affecting the
Property; any surface, soil, subsoil, fill or other physical condons of or affecting the Property,
such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the
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restrictions or requirements concerning the use, density, location or suitability of the Property for
Yny existing or proposed development thereof including but not limited to zoning, building,
subdivis6o iint,44 or wher such ree4ations; gvme-4
or specific plan amendments, rezoning, zoning variances, conaitional use permits, building
permits, environmental impact reports, parcel or subdivision maps and public reports,
requirements of any improvement agreements; requirements of the California Subdivision Map
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Act, and any other governmental permits, approvals or acts (collectively "Permits"); the
necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may
be imposed in connection with any governmental regulations or the obtaining of any required
Permits; the presence of endangered plant or animal species upon the Property; and all of the
matters concerning the condition, use, development or sale of the Property. Seller will not be
liable for any loss, damage, injury or claim to any person or property arising from or caused by
the development of the Property by Buyer.
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Buyer's Initials:
10. Representations. Warranties
and warrants to Seller as follows:
Seller's Initials:
(a) Buyer is a Corporation duly organized and validly existing and in good
standing under the laws of the State of California. This Agreement and all documents executed
by Buyer which are to be delivered to Seller at the Closing are and at the time of Closing will be
duly authorized, executed and delivered by Buyer, are and at the time of Closing will be legal,
valid and binding obligations of Buyer enforceable against Buyer in accordance with their
respective terms, and do not and at the time of Closing will not violate any provision of arry
?.greement or judicial order to which Buyer is subject. Buyer has obtained all necessary
zuthorizations, approvals and consents to the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
(b) Buyer warrants that Buyer is a sophisticated owner and buyer of real
property, familiar and experienced with requirements for the development of real property.
Buyer has examined the Property or will have done so by Closing, is or will be familiar with its
physical condition, and accepts the Property in an "AS -IS" condition.
(c) Buyer has conducted or will conduct an independent investigation with
respect to zoning and subdivision laws, ordinances, resolutions, and regulations of all
governmental authorities having jurisdiction over the Property, and the use and improvement of
the Property and is, or at Closing will be, satisfied with the results of such investigation,
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11. Eiivirotuneiital Matters/Release. As used in this Agreement "Hazardous
Materials" includes petroleum, asbestos, radioactive materials or substances defined as
"'hazardous substances," "hazardous materials" or "toxic substances" (or words of similar
import) in the Comprehensive Environmental Response, Compensation and Liabty Act of
1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act
Section 1801, et seq.), the Resource Conservation and Recovery Act
Section 6901, et seq.), and under the applicable laws of California. Buyer must rely on its own
investigation and not on any representation
algby Seller gregarding Hazardous Materials. Buyer
shl rel-
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n wn investitii"- d insi
ectign of the grosirtv ang the iwQrovemeWs
ttiereon and upon Ine aid and advice of buyer's independent exppurcnasing llie Property,
and shall take title to the Property without any warranty, express or implied, by Seller or any
employee or agent of Seller. Seller makes no representations regarding Hazardous Materials
on or under the Property. Seller's knowledge and disclosures regarding Hazardous Materials are
limited to the contents of Seller's Deliveries.
Accordingly, Buyer hereby expressly waives and relinquishes any and all rights
and remedies Buyer may now or hereafter have against Seller, whether known or unknown,
with respect to any past present, or future presence of Hazardous Materials on, under or about
the Property or with respect to any past, present or fliture violations of any rules, regulations or
or go-veming-us,--,ha-m,-Iling-sto-,,v,. spos.
Hazardous Materials' including, without limitation (i) any and all remedies Buyer may now or
hereafter have under the Comprehensive Environmental Response Compensation and Liability
Act of 1980 ("CERCLA"), as amended, and any similar law, rule or regulation, (ii) any and all
rights Buyer may now or hereafter have against Seller under the Carpenter-Presley-Tan-ner
Hazardous Substance Account Act (California Health and Safety Code, Section 25300 et seq.),
as amended and any similar law, rule or regulation, and (iii) any and all claims, whether known
or unknown, now or hereafter existing, with respect to the Property under Section 107 of
CERCLA (42 U.S. C.A. § 9607).
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
[.'AMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542
("SECTION 154T), WHICH IS SET FORTH BELOW
IVY INITIALING BELOW, BUYER HEREBY
rH
SECTION 1542 SOLELY IN CONNECTION' WIT
SUBJECT OF THE FOREGOING WAIVERS AND
FRAUD.
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Buyer agrees to indemnify Seller and the Property against, and to hold and save
Seller and the Property harmless from, all claims, demands, suits, actions, damages, obligations,
ligbilb. osts!%% nahRing �,M, not limited w attoft-tiegis' fees �,or*Z court calsts,
as a result of any inspections conducted on the Property; provided, however, that Buyer will not
be obligated to indemnify Seller with respect to Seller's own negligence. The foregoing
indemnity shall survive termination of this Agreement, Buyer shall not suffer or permit any
mechanic's or materialmen's or other lien to stand against the Property in connection with any
labr,tr, matedials or service�i f a or cl4im�-nd tt have been --!,hed ba or A i beimff of Bukler
in connection with or as a result of any Inspections. If any such lien shall be filed against the
Property, Buyer shall cause such lien to be discharged or bonded within thirty (30) days after
such filing. Following any Inspections Buyer shall restore the Property to substantially its
physical condition as existed prior to such inspection (except for any changes to the Property
caused by Seller, or its agents or employees). Prior to any entry on the Property Buyer or its
consultant shall at its sole cost obtain a policy of liability insurance with a combined single limit
in an amount not less than One Million Dollars ($1,000,000); Seller shall be named as an
additional insured on said policy; and Buyer or its consultants shall fin-nish to Seller a certificate
of insurance confirming such coverage.
(a) In the event a governmental entity commences eminent domain
proceedings to take any portion of the Property after the date hereof and prior to the Closing,
then Buyer shall have the option to terminate this Agreement by written notice to Seller within
ten (10) business days after Buyer first learns of such commencement. In the event of any such
termination, the Deposit, shall be returned to Buyer. Buyer and Seller shall each be liable for
one-half of any escrow fees or charges, and neither party shall have any further liability or
obligation under this Agreement.
(b) In the event a governmental entity commences eminent domain
Agreement is not terminated pursuant to Section 13(a), then the Closing shall occur as scheduled
notwithstanding such proceeding; provided, however, that Seller's interest in all awards arising
out of such proceedings (except for any award attributable to the loss of Seller's business or
income, Sellers personal property, or the property of any tenant of the Property) shall be
assigned to Buyer as of the Closing or credited to Buyer if previously received by Seller, Seller's
obligations pursuant to this Section 13(b) shall survive the Closing.
14. Possession. Possession of the Property shall be delivered to Buyer on the Closing
Date free of any occupant or property not being conveyed to Buyer as provided hereunder.
15. Seller's Coopqtatiop with BIWer. At no cost to Seller, Seller shall cooperate and
do all acts as may be reasonably required or requested by Buyer, at no additional cost to Seller,
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with regard to the fulfillment of any Condition Precedent. Seller hereby authorizes Buyer and its
agents to make all inquiries with and applications to any third party, including any governmental
authority, as Buyer may reasonably require to complete its due diligence and satisfy the
Conditions Precedent.
16. Protessil Fees. In the event legal action is commenced to enforce or interpret
any of the terms or provisions of this Agreement, the prevailing party in such action shall be
entitled to an award of reasonable attorney's fees and costs incurred in connection with the
prosecution or defense of said action, In addition, the prevailing party shall be entitled to recover
any actual accounting, engineering or other professional fees reasonably incurred in said action
or proceeding.
17. Publicity and Confidet . Seller is a public entity and is subject to the Public
Records Act. All information provided to Buyer may be subject to request for review by
members of the public. This agreement shall be reviewed for approval by the City Council for
the City of Downey in an open public meeting.
18. Brokers and Firtders. Seller has employed the firm of Avison Young (Pat Barries)
as its broker ("Seller's Broker") in connection with the purchase and sale of the Property, Seller
shall pay a brokerage commission to Seller's Broker in accordance with the written agreement
between Seller and Seller's Broker. Except for Seller's Broker, neither party has had any contact
or dealings regarding the Property, or any communication in connection with the subject matter
of this transaction, through any real estate broker or other person who can claim a right to a
commission or finder's fee in connection with the sale contemplated herein. In the event that
any such broker or finder claims a commission or finder's fee based upon any contact, dealings
or communication, the party through whom the broker or finder makes its claim shall be
responsible for said commission or fee and all costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by the other party in defending against the same. The party
through whom any such other broker or finder makes a claim shall hold harmless, indemnify and
defend the other party hereto, its successors and assigns, agents, employees, officers and
liens, encumbrances and losses (including, without limitation, attorneys' fees), arising out of,
based on, or incurred as a result of such claim. The provisions of this Sectiort 18 shall survive
the Closing or termination of this Agreement.
19. Miscellaticous.
(a) Seller's Operatioti of Proverty arid Backup. Offers. Seller shall continue
to the Property during Escrow. Seller shall be permitted to market the Property and accept
backup offers as related to the sale of the Property at Seller's sole discretion throughout the
duration of this Agreement.
(b) Notices. Any notice, consent or approval required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been given upon
(i) hand delivery, (ii) one business day after being deposited with Federal Express or another
reliable overnight courier service for next day delivery, (iii) upon facsimile transmission (except
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that if the date of such transmission is not a business day or if such transmission is made after
5:00 p.m. on a business day, then such notice shall be deemed to be given on the first business
day following such transmission), or (iv) two business days after being deposited in the United
States mail, registered or certified mail, postage prepaid, return receipt required, and addressed
as follows (or such other address as either party may from time to time specify in writing to the
• in accordance herewith):
If to Seller: The City of Downey
11111 Brookshire Avenue
Downey, CA 90241
Attn: City Manager
Phone: (562) 904-7284
With a copy to: Best Best & Krieger LLP
Attn: Ruben Duran
300
out Grande Ave, 25th Floor
Los Angeles, CA 90071
Phone: 213-617-8100
E -Mail: ruben.duran@bbklaw.com
Additional copy to: Best Best & Krieger LLP
Attn: Nancy Park
500 Capitol all, Suite 1700
Sacramento, CA 95814
Phone: (916) 551-2849
E -Mail: nancy.park@bbklaw.com
If to Buyer: JOSE JAIME CHAVEZ and MARIA DIAZ IBARRA, CO -
TRUSTEES OF THE CHAVEZ FAMILY TRUST
DATED JANUARY 22,2004
9623 E. Imperial Highway
Downey, CA 90241
Phone: (5 2) 803-1400
E -Mail: jaime@onlinctruckinginc.com
With a copy to: Morasse Collins & Clark, APC
Attn: Steven R. Morasse
1401 Dove Street, Suite 3 10
Newport Beach, CA 92660
Phone: (949) 622-3422
E -Mail: steve@mcc-lawyers.com
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To Escrow Holder:ChicagOT1 le
Attn: fplrzcz
725 South Figueroa Street, Suite 200
Los Angeles.. CA 90017
Phone: ammo'l l
Email --?sArZ--Ck &C-T7. cokx
(c) Successors ajid -Assigos. Buyer shall have the right to assign this
Agreement to any entity controlling, controlled by or under common control with Buyer without
Seller's consent or approval, and otherwise Buyer shall have the right to assign this Agreement to
any entity subject to Seller's prior approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Any such assignee shall assume all obligations of Buyer hereunder;
however, Buyer shall remain liable for all obligations hereunder. Seller shall have the right to
assign this Agreement. Except as otherwise permitted by this paragraph, neither this Agreement
nor the rights of either party hereunder may be assigned by either party. This Agreement shall be
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administrators and assigns.
(d) Amendments. This Agreement may be amended or modified only by a
written instrument executed by Seller and Buyer.
(e) Governing L . This Agreement shall be governed by and construed in
accordance with the laws of the State of California,
(f) Construction. Headings at the beginning of each Section and
subparagraph are solely for the convenience of the parties and are not a part of the Agreement.
This Agreement shall not be construed as if it had been prepared by one of the parties, but rather
as if both parties had prepared the same. Unless otherwise indicated, all references to Sections
and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached
and incorporated by this reference.
(g) •No Joint Venture. This Agreement shall not create a partnership or joint
venture relationship between Buyer and Seller.
(h) Merger of' Prior Agreements. This Agreement and the exhibits attached
understandings between the parties relating to the subject matter hereof, including without
limitation, any letters of intent previously executed or submitted by either or both of the parties
hereto, which shall be of no further force or effect upon execution of this Agreement.
(i) 'rime of ffie Essence. Time is of the essence of this Agreement. As used
in this Agreement, a "business day" shall mean a day which is not a Saturday, Sunday or
cecognized federal or state holiday. If the last it for performance by either party under this
Agreement occurs on a day which is not a business day, than the last date for such performance
shall be extended to the next occurring business day.
0) SeverabiliN. If any provision of this Agreement, or the application
thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction
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to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as
applied to other persons, places and circumstances shall remain in full force and effect.
(k) Further Assuralices. Each of the parties shall execute and deliver any ani,
all additional papers, documents and other assurances and shall do any and all acts and things
reasonably necessary in connection with the performance of their obligations hereunder and to
carry out the intent of the parties.
(1) Exhibits.. All exhibits attached hereto and referred to herein are
incorporated herein as though set forth at length.
C
Ldwtions. The captions appearing at the commencement of the sections
and paragraphs hereof are descriptive only and for convenience in reference. Should there be
C----------
and paragraph and not such caption shall control and govern in the construction of this
Agreement.
(n) No ObliTation To Third Parties. Execution and delivery of this
Agreement shall not be, deemed to confer any rights upon, directly, indirectly or by way of
subrogation, nor obligate either of the parties hereto to, any person or entity other than each
other.
(o) Waiver. The waiver by any party to this Agreement of the breach of any
provision of this Agreement shall not be deemed a continuing waiver or a waiver of any
subsequent breach, whether of the same or another provision of this Agreement.
(p) hiterpretation. This Agreement has been negotiated at arm's length and
between persons (or their representatives) sophisticated and knowledgeable in the matters dealt
with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654
and any successor statute) or legal decision that would require interpretation of any ambiguities
against the party that has drafted it is not applicable and is waived. The provisions of this
Agreement shall be interpreted in a reasonable manner to effect the purpose of ii and
this Agreement,
(q) C,(Ltiiitt-,,rpm-ts/f,acsiiiiile/.PDF Sigqattires. This Agreement may be
executed in counterparts and when so executed by the Parties, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument that shall be
binding upon the Parties, notwithstanding that the Parties may not be sigiiatories to the same
counterpart or counterparts. The Parties may integrate their respective counterparts by attaching
the signature pages of each separate counterpart to a single counterpart. In order to expedite the
transaction contemplated herein, facsimile or pdf signatures may be used in place of original
signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the
facsimile or pdf document, are aware that the other party will rely on the facsimile or pdf
signatures, and hereby waive any defenses to the enforcement of the tenns of this Agreement
based on the form of signature.
Itruffigo(0)STIO "; "NOT.
65186.00000\32526650.3
11/27/19 13
the Internal Revenue CodeExchange"). In the event that Buyer elects to implement this
transaction in connection with such an exchange, Seller agrees to fully cooperate with Buyer to
effect such an exchange provided, however, that Seller shall incur no additional costs or
under any circumstances, be required to acquire or agree to acquire title to any other property in
connection with such exchange. In the event of such exchange, is shall indemnify, defend,
and hold Seller harmless from any and all liabilities, losses, and expenses, including attorney's
fees, arising from such exchange, which liabilities, losses, and expenses would not have been
incurred had there not been such an exchange of properties. This indemnification and hold
harmless agreement shall survive the close of escrow, It is understood by the parties hereto that
any such 1031 Exchange shall not be Condition Precedent hereunder and shall not cause any
delay in the closing date as originally scheduled hereunder,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
written below.
SELLER:
CITY OF DOWNEY,
a municipal corporation
By:_,
Name:
Its® Mayor
Date:
Approved as to Form
ma
Im
is i
I I I . I . 0
11"Y-1114 =116AMA-11
-0 A
65186,00000\32526650.3
11/27/19 14
By:
e: ,1 se Jaime `A'havcz, istee
By:
Namew—:Maryia DiiazlbarraTrMst-
Date:
the Internal Revenue Code _ Buyer elects to implement
transaction in connection with such an exchange, Seller agrees to fully cooperate with Buyer to
effect such an exchange provided, however, that Seller shall incur no additional costs or
expenses as a result of or in connection with such an exchange and provided that Seller shall not,
under any circumstances, be required to acquire or agree to acquire title to any other property in
connection with such exchaIn the event of . •e, Buyer shall indemnify, defend,
• hold Seller harmless fromr • all .tlosses, •, expenses, including• -
incurredfees, arising from such exchange, which liabilities, losses, and expenses would not have been
had there notbeen an exchange of properties. This indemnificationand hold
harmless agreement shall survive the close of escrow. It is understood by the parties hereto that
any such 1031 Exchange shall not be Condition Precedent hereunder and shall not cause any
delay in the closing date as originally-• '•, hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
written below.
SELLER:
CITY OF DO EY,
a municipal corporation
By:
Name:
Its: Mayor
Date:
Approved s to Form
NancyP rY"Special f �
A. pial C ounsel
Date: / / 7 / gulrl
11,01111
a •011
c
65186,00000\32526650.3
11/27/19 14
By:
Name: Jose Jaime Chavez, Trustee
By:
Name: Maria Diaz Ibarra, Trustee
L
LEGAL DESCRIPTION
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Those portruns of Lot 2 of the Northwest quarter and the Northeast quarter of the Southwest quarter of fractional
Section 10, Township 3 South, R age 12 West, in the Rancho Santa Gertrudes, in the City of Downey, County of
Loi Angeles, State of California, as per Map recorded in Ouok �1 , F,q, of Miscellaneous Records, Records of
said County, described as a `chola as foU it.
a
� sr
betweendegrees 13 minutes 16 seconds East 1544.44 feet along said has the point of beginning and the
Southwest the Southwest quarter of said fractional
,.t of -.
WITHUR
FORM 0FDE11)
i A a, F4.111 I M 11`5 9 AN 1
I P
10 Ly I a w.1wA1%1 WAY 0113 1 OWN 1111M
A.P.N.:6284-024-904 and 6284-024-905 (Space Above Line for Recorder's Use Only)
DOCUMENTARY TRANSFER TAX $-0—; CITY TRANSFER TAX SURVEY MONUMENT FEE $
—0—
computed on the consideration or full value of property conveyed, OR
computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
x unincorporated area; [ X ] City of Downey, and
GRANT' d,
FOR VALUE RECEIVED, the CITY OF DOWNEY, a municipal corporation
("Grantorgrants to the ' ("Grantee"), all that certain real property
situated in the County of Los Anaeles, State of California, described in Exhibit A, attached
hereto (the "Property"):
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of
120.
M
65186,00000\32526650.3
11/27/19
---
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
• - a • AF F • • z t z • • ' ` • = 1.
Los Angeles, State of California, as per Map recorded in i3ovk I P,�qr�_5(
2, of Kscellaneous Records, Records of
said County.described i • )
:a% • r:F • ft '
a ►. r • - r rj i• " ti • M r:. rr �� cr•:< r, ::,,1 F
�=- •; _ •.' r.- _ a. � •.; a '. ♦ ". • -: ' x • �,,. ri i ti ►z •,. N
degrees 13 minutes 16 seconds East 1544.44 feet along said line between the point of beginning and the
Southwest comer of the Southeast quarter of the Northeast quarter of the Southwest quarter of said fractional
Section 10 to the point of i;
65186.00000\325266503
11127/19
j I
1 W-4
IMIJ-3 pill WOU101 04 11 LU AIR I
1. Natural Hazards Disclosure Report
2. Survey of the Property, if any
3. Geotechnical reports in Seller's possession
4. Phase I Enviromnental Report, if any
5. Right of First Refusal release letter
65186.O00004325266503
11/27/19
TIZANSFGN
CE--li'l"IFICATION OF NON-FOREISTATLJS
This form is provided so that the Buyer and/or Seller in this transaction can certify compliance
with the Foreign Investment in Real Property Tax Act to the Escrow Agent and/or Buyer. Buyer
("Transferee') must retain a copy of this document until after the fifth taxable year following
the transfer.
Section 1445 of the Internal Revenue Code of 1986, as amended ("Code") provides that ?-
transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.
For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has
legal title to a U.S. real property interest under local law) will be the transferor of the property
and not the disregarded entity. To inform Transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest, the undersigned hereby certifies the following on
behalf of the CITY OF DOWNEY, a municipal corporation ("Transferor"):
I . The Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign
estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations
promulgated thereunder).
2. The Transferor is not a disregarded entity as defined in Income Tax Regulation
Section 1.1445-2(b)(2)(iii).
I The Transferor's U.S. employer or tax identification number is
4. The Transferor's office address is
The Transferor understands that this Certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this Certification and to the best of my
knowledge and belief it is true, correct and complete, and I further declare that I have authority
to sign this document on behalf of the Transferor.
Date:- 2o— TRANSFEROR:
r:
10
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11/27119