HomeMy WebLinkAboutResolution No. 19-7912 - Approving a Purchase and Sale Agmt - 9340 Stewart and Gray Rd.RESOLUTION OF • OF OF DOWNEY
APPROVINGr SALE AGREEMENT BETWEEN JOSE
JAIME CHAVEZ AND MARIA DIAZ IBARRA, CO -TRUSTEES OF THE
CHAVEZ FAMILY TRUST DATED JANUARY 22, 2004AND THE CITY OF
DOWNEY FOR PROPERTY• r AT 9340 STEWART AND GRAY '•,r;
DOWNEY, CA
WHEREAS, the City has negotiated a Purchase and Sale Agreement with Jose Jaime
Chavez and Maria Diaz Ibarra, Co -Trustees of the Chavez Family Trust Dated January 22, 2004
("Buyer"), pursuant to which the City would sell the Property, located at 9340 Stewart and Gray
Road Downey, CA for a sales price of $5,600,000; and
WHEREAS, the City Council has determined that approval of the Purchase and Sale
Agreement and the sale transaction contemplated thereby, is in the best interest of the City and
the public health, safety and welfare.
RESOLVENOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY ESI i
SECTION 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 of
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
because they do not have a significant effect on the environment. Class 12 exemptions allow the
disposal of surplus property, such as the subject site.
SECTION 3. The City Clerk shall certify to the adoption of this resolution.
DRIGUEZ, Mayor
AR -AUARTE,�'C C
City Clerk
RESOLUTION NO. 19-7912
PAGE 2
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council 611
the City of Downey at a Special Meeting held on the 1 oth day of December, 2019, by tj
following vote, to wit:
AYES:
Council Members:
Ashton, Frometa, Saab, Pacheco, Mayor Rodriguez
NOES:
Council Member:
None.
ABSTAIN:
Council Member:
None.
ABSENT:
Council Member:
None.
1AAR1461CAIXAD-UJIRTE�,MC��
City Clerk
INNIOM,
I"URCHASE AND SALE AGREEMENT
AND JOINTESCROW INSTRU.-C"HONS
113.lv a - 1�11011*SJQNM►
R -A WRY XPIS
-y__d_. *SEAARTH_iJ7P.-kJ_7V
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 . I'Lirchase and Sale of llrop��ity. 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 with
an industrial building comprising approximately 29,400 square feet, located at
9340 Stewart and Gray, in the City of Downey, County of Los Angeles, State of
California, commonly referred to as Assessor's Parcel Numbers 6284-024-904
and 6284-024-905, all as more fully described in Exhibit A (the "Land"),
together with all rights, privileges, casements or appurtenances to or affecting the
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).
WIT 0 0 1 ki 7#3_0 = Imm
(i) Within two (2) business days following the Effective Date, Sell
and Buyer shall open an escrow in connection herewith ("Escrow") at Chicago Escrow,
R, 9c � tNje,(-�"Escrow Holder"), and Buyer shall deposit into Escrow the amount
a
0 e'
t'
t
Five Hundred I'llousand Dollars ($500,000.00) ("Deposit") in cash or other immediate]
available funds. Within two (2) business days after receipt of the Deposit, Escrow Holder sh
release $100.00 of the Deposit to Seller as and for independent consideration for Seller
execution of this Agreement (the "Independent Consideration"), Such Independe
Consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the eve
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 Price
2t the Closing.
65186.00000\32526650,3
11/27/19
5. Cojiditiojis to Seller's Obligsitiops, 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:
(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.
65186.00000\32526650.3
11127/19
BUYER'S DEFAULT, SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE
ESCROW AND PROMPTLY UPON RECEIPT OF SAID INSTRUCTIONS, ESCROW
HOLDER SHALL (i) CANCEL THE ESCROW, (ii) PAY ALL OF ESCROW HOLDER'S
CHARGES FROM THE DEPOSIT, AND (iii) DISBURSE TO SELLER THE DEPOSIT
PURSUANT TO THIS SECTION 7,
INITIALS: Seller4Buyer
8. E,scrow: Closiiv Proratiotis.
(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
Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow
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
s[qc�#dernentaro EsNrow instruct�ios signed bp BWjer and Seller, the terms of this A reement shall
control.
(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.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer
mmi #M
(i) the duly executed and acknowledged Grant Deed for the Property
mamw,
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 execute�t
ntn-f*a�igropr Iding, obliptinns
imposed by California Revenue and Taxation Code Sections 18805, 18815, and 2613 1;
(iii) evidence reasonably acceptable to Escrow Holder that the
-locuments delivered by Seller have been duly authorized and executed on behalf of Seller am?
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
65186.00000132526650.3
11/27/19
(vi) any other instruments, records or correspondence called for
hereunder which have not previously been delivered.
'1• •M
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller
(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 to hereof.
(f) The following are to be paid by Buyer or 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 tote Property all be apportioned as of the Closing Date on the basis of a thirty (30) -
day month.
(ii) Costs and expenses of Escrow incurred in this transaction shall b&
M��
MMM�: •GMT♦MMEMMMI��
(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 (1/2) of the
Escrow fees, recording fees and related expenses;
III
9. Renresentations, Warranties and Covenants of Seller. As of the date hereof and
again as of Closing, Seller represents and warrants, to the best of its actual (as opposed to
constructive) knowledge without ftirther investigation or duty of investigation, to Buyer as
follows:
6518&00000\32526650.3
11/27/19 5
1,74 i ii•
inal NU #Itj.T**s I I OWN,
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 conditions of or affecting the Property,
such as climate, geological, drainage, air, water or mineral conditions; the condition of title to the
Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations,
restrictions or requirements concerning the use, density, location or suitability of the Property for
any existing or proposed development thereof including but not limited to zoning, building,
NIAM-4ild's ISUMM" ttlmm"
or specific plan amendments, rezoning, zoning variances, conditional 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
65186.00000\32526650.3
11/27/19
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 ♦ claim to any person or property arising from or caused by
the development of the Property by Buyer.
Except with respect to a default by Seller hereunder (including a breach of Seller's
warranties and representations) and/or Seller's fraud, Buyer at the Close of Escrow expressly
waives its rights granted under ♦ Civil Code Section 1542, which provides as follows:
L--MTMU=_M
10. Reoresentahotis. Wartmifie,�
and warrants to Seller as follows:
(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 any
agreement or judicial order to which Buyer is subject. Buyer has obtained all necessary
authorizations, approvals and consents to the execution and delivery of this Agreement and the
consummation ♦! 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 • 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.
65186,00000\32526650.3
11/27119
11. Environmental Matters/Release. As used in this Agreement, "Hazardous
Materials" in�dudes 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 Liability Act of
1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act
(49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act (42 U,S.C.
Section 6901, et seq.), and under the applicable laws of California. Buyer must rely on its own
investigation and not on any representation by Seller regarding Hazardous Materials. Buyer
shall rely solely upon its own investigation and inspection of the Property and the improvements
thereon and upon the aid and advice of Buyer's independent expert(s) in purchasing the 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 in,
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 rig
and remedies Buyer may now or hereafter have against Seller, whether known or unkno
with respect to any past present, or future presence of Hazardous Materials on, under or abo
the Property or with respect to any past, present or future violations of any rules, regulations
laws, now or hereinafter enacted, regulating or governing use, handling, storage or disposable
Hazardous Materials, including, without limitation (i) any and all remedies Buyer may now
hereafter have under the Comprehensive Environmental Response Compensation and Liabili
f 1 M
rights Buyer may now or hereafter have against Seller under the Carpenter -Presley -Tann
Hazardous Substance Account Act (California Health and Safety Code, Section 25300 et seq.11
as amended and any similar law, rule or regulation, and (iii) any and all claims, whether kno
or unknown, now or hereafter existing, with respect to the Property under Section 107
CERCLA (42 U.S. C.A. § 9607).
BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542
("SECTION 1542"), WHICH IS SET FORTH BELOW
Ma 51 iffalt-0 �4"%L, I
IMM11,11101-11111 --
OrMUIUVW0316L
R
ilk'm EIV4101114"I'll �1111 11111"111 =11 I �Mullg
S El - YLEITIEITI-ITTENJ kfh-f� D9VK-*,("43LE-A-SEj
F,ARTY."
BY INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF
SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE
SUBJECT OF THE FOREGOING WAIVERS AND RELEASES, EXCEPT FOR SELLER'S
FRAUD.
65186.00000132526650.3
11/27/19 8
loitials)
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,
liabilities, losses, costs and expenses, including but not limited to attorneys' fees and court costs,
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
labor, materials or services furnished or claimed to have been furnished by or on behalf of Buyer
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
gle-firnit
rXMTf91j1tavt s�all a nolicv of
WINVUERRUFAIMIMMIM I _MM
1111ill imam
lonai MUM on MTV plulq; MIT -Mix -MIT v r
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
proceedings to take any part of the Property after the date hereof and prior to the Closing and this
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, Seller's 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 Coopuratioa with Btiver. At no cost to Seller, Seller shall cooperate and
do all acts as may be reasonably required or requestedby Buyer, at no additional cost to Seller,
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. llrol�ssional 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 • 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
♦ proceeding.
17. Ilublicity and Confidentialitv. 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 Finders '. Seller has employed the firm of Avison Young (Pat Barnes)
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 ♦ 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
defend the other party hereto, its successors and assigns, agents, employees, officers and
directors, and the Property from and against any and all obligations, liabilities, claims, demands,
liens,
♦ and losses (including, without limitation, attorneys' fees), arising out of,
based on, • incurred as a result of such claim. The provisions of this Section 18 shall survive
the Closing or termination of this Agreement.
19. Miscellaneous.
(a) �jel[q�r s Operation of Property and Backup Offers, Seller shall continue
operating the Property in its present manner and shall not take any action to adversely affect title
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, ♦. or approval required or permitted to ♦"
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
rim Air -,my, li ! T ii) unitaw facsiwile tra-,ts I
65186.00000132526650.3
11/27/19 10
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
ts follows (or such other address as either party may from time to time specify in writing to the
other 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 South 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: (562) 803-1400
E -Mail: jaime@onlinetruckingine.com
With a copy to: More Collins & Clark, APC
Attn: Steven R. Morasse
1401 Dove Street, Suite 31
Newport Beach, CA 92660
Phone: (949) 622-3422
E -Mail: steve@mcc-lawyers.com
65186,000002526650.3
11/27/19
To Escrow Holder. Cticago'I'l Ie
Attn: f A CZ Ck S Clk ( Ar3 e—ck(
725 South Figueroa Street, Suite 200
Los Angeles, CA 90017
Phone: 0.1- 4 ?!R - qi'2-> S a'
Email Po�,� r Z c,,' k CTT. ao kk
(c) Successors and Assiggs, Buyer shall have the right to assign this
Agreement to any entity controlling, controlled by or under common control with Buyer without
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
th.4,ir resi:t
-,ective successors,,-�
administrators and assigns.
(d) Amendments . This Agreement may be amended or modified only by a
written instrument executed by Seller and Buyer.
(e) Governing Law. 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 is 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 Agreeniejits. This Agreement and the exhibits attached
enot between the parties and su!iersede all prior agreements and
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) Tinic of the Essence. Time is of the essence of this Agreement. As used
in this Agreement, a "business is shall mean a day which is not a Saturday, Sunday or
recognized federal or state holiday. If the last date 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) Severabilitv. 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
65186,00000\32526650.3
11/27/19 12
(k) Furtlier Assurances. Each of the parties shall execute and deliver any and
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.
(m) (liptiops. The captions appearing at the commencement of the sections
and paragraphs hereof are descriptive only and for convenience in reference. Should there be
any conflict between any such caption and the section at the head of which it appears, the section
and paragraph and not such caption shall control and govern in the construction of this
Agreement.
(n) NR_Qb[ij.,kitiop 1r'O 'J'hird 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) Lpte retation. This Agreement has been negotiated at arm's length and
yp
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 the parties and
this Agreement.
(q) Countei-parts/Facsiniile/.IIDI,' SiggaLurcs. 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 signatories 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 terms of this Agreement
based on the form of signature.
(r) ffityer's 1031 Excharigq. Seller acknowledges that Buyer desires to
consummate an exchange which will qualify for nonrecognition of gain under Section 1031 of
65186.000M32526650,3
11/27/19 13
the Internal Revenue i•_ r . event . elects f implement
transaction in connectionan h ge, Seller agrees to fully cooperate with Buyer
effect such an exchange provided, however, that Seller shall incur no additional costs or
exv,enses 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 exchange. In the event of such exchange, Buyer shalldefend,
and hold Seller harmless from any and all liabilities, losses, and expenses, including attorney's
fees, arising from g liabilities,•sses, 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.
CITY OF r•
. . Wj"I AqAkm
By:
Name:
r
Approved s to For
lei . {• �.
Nancy A. PLI Special Counsel
Date: /S / / /c/
r
i i r r M1.
r s
•. r • r
65186.00000132526650 3
11/27/19 14
By:
Name: Jose Jaime Chavez, Trustee
By:
Name: Maria Diaz Ibarra, Trustee
ramn
the Internal Revenue Code ("1031 Exchange"). 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
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 exchange. In the event of such exchange, Buyer 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 it as originally scheduled hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dat�---
written below.
SELLER:
CITY OF DOWNEY,
a municipal corporation
By:
Name:
Its: Mayor
Date:
Approved as to Form
EM
65186.00000132526650.3
11/27/19 14
r
By:
Name: �',k se Jaime "havez, stee
By:
Nanie: Marta Diaz. lbarrajnist-
Date:
i
LEGAL DESCRIPTION
YHE LA f ,W L
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Those porbons of Lot 2 of the Northwest quarter and the Northeasl quarter of the Southwest quarter of fractional
Section 10, Township 3 South, Range 12 West, in the Rancho Santa Geri des, in the City of Downey, County of
Los Angeles, State Of Cailfornia, as per Map recorded h, Hoz-,�. 1, t„' jq '50 of bAlscellaraeous Records, Regards sof
said County, described as a Whole 85 follows.
z
degrees 3 minutes
Z. seconds East 1544,44
t along said
line between the point beginningof ,
Southwest comer of the Southeast quarter of the Northeast quarter of the Southwest quarter of said 1whonat
Section 0 to the ..oint ,
beginning
65186.00000\32526650.3
11/27114
non
FORM OF DI -11)
* •`i i i � i
[buyer address or alto ey]
DOCUMENTARY 0
r+ on the * * . * or of property *n e * OR
computed * * . ,: . . *., or full value lessof * * r
ime of sale,
X unincorporated area; [ X ] City of Downey, and
FOR VALUE RECEIVED, the CITY OF DOWNEY, a municipal corporation
("Grantor"), to 1 real property
heretosituated in the County of Los Angeles, State of Califomia, described in Exhibit A, attached
"Property"):
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as o
,2
M
65186,00000\32526650.3
11/27/19
! i! .. i i• i
Y
CALIFORNIA, DESCRIBED M
Secbon 10, Township 3 South, Range 12 West, in the Rancho Santa Gertrudes, in the City of Downey, County of
Los Angeles, State of California, as par Map recorded in Ps�e� '�, of Kscellaneous Records, Records of
said County, described as a whole as follows.
Road, 80 feat wide, distant thereon South 89 degrees 52 minutes 14 seconds. Viest 646.51 feel from the
Northeast comer of said Lot 2, thence on a line between said point of beginning at the Southwest comer of the
Southeast quarter of the Noorlheast quarter of the Southwest quarter of said fractional Secflon 10, South 0
degrees r ► it 59 feet to the truepoint of beginning, sangles
Easterly line of sald Lot 2, said Easterly line also being the centerline of Beliflower Boulevard, 80 feat wide, North
id inglRON 1148
mietsecOon of Wabhourn Road, 55 feet wAe, anct .5dd Befffivvoei Boulevard mence a0rig the Easier ly sino of Ole
Southwest quarter of said fractional Section 10, South 0 degrees 04 minutes 17 seconds East 1321.60 feet to the
Southedy line of saic$ Northeast quarter of the Southwest quarter of said fractional Section 10, thence along said
Southerly line South 89 degrees 51 minutes 04 seconds West 661.29 feet to said Southwest comer of thz,
Southeast quarter of the Northeast quarter of the Southwest quarter of smd fractional Section 10, thence North 4
degrees 13 minutes 16 seconds East 1544,44 feet along said line between the point of beginning and thG
Southwest comer of the Southeast quarter of the Northeast quarter of the Southwest quarter of said fractional
Sechon 10 to the point of beginning.
65186.00000132526650.3
11/27/14
1. Natural Hazards Disclosure Report
2. Survey of the Property, if any
3. Geotechnical reports in Seller's possession
4, Phase I Environmental Report, if any
5. Right of First Ri�,fusal release letter
6518&00000\32526650.3
11/27/19
TRANSI"E'ROR'S CailgFIFICATIOOF NON -FOREIGN STAWS
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 a
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 inforrn 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 DOIANEY, 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
r-tromulgated 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 b•th.
it nder penalties ot perjury i cieclare Wat I nave examineci Tn1rCerEMcauo7T,7,=-rJ
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, TRANSFEROR:
M
65186,00000\32526650.3
11/27119
111111 f. • i•
•