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Home My WebLink AboutResolution No. 22-8110 - Approving Purchase of Real Property & Acq of Temp Construction Easement for Property located at 10037 Lakewood BlvdA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING THE PURCHASE OF A PERMANENT ROAD EASEMENT AND THE ACQUISITION OF A TEMPORARY CONSTRUCTION EASEMENT BETWEEN WOODLAND MANAGEMENT CORPORATION, A CALIFORNIA CORPORATION, AND THE CITY OF DOWNEY FOR PROPERTY LOCATED AT 10037 LAKEWOOD BOULEVARD UdIlbaLAIIIJI'l writernpiatteu MGM and welfare. SECTION 1. The City Council of the City of Downey hereby (i) approves the Agreement, a copy of which 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 to the Agreement consistent with the City Council's direction, and (iii) authorizes the Mayor to execute the final Agreement and any other documents and agreements necessary to complete the sale transaction contemplated by the Agreement. SECTION 2. The City Council of the City of Downey hereby determines that the acquisition of the Easements is exempt from the California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines, as an existing facility. 111 11171111 IrI IIIIIIIII11mill III I I I - 6 0 APPROVED AND ADOPTED this 25 th day of October, 2022. LANCA PACHECO Mayor A A • NO. 22-8111i PAGE 2 I HEREBY CERTIFY that the foregoing Resolution was adopted • the City Council • the City of Downey at a Regular meeting held • the 25 th • • October, 2022 • the following •' • wit: AYES: Council Members: Frometa, La Plante, Trujillo, Mayor Pachect, • • Members: None. ABSENT: Council Members: Alvarez ABSTAIN: Council Members: None. i *A' 0 11 :1 k THIS AGREEMENT entered into this25 day of the CITY OF DOWNEY, A MUNICIPAL COR ATION AND CHARTER CITY (hereina )I "City"), and WOODLAND MANAGEMENT CORPORATION, A CALIFORNIA CORPORATIO (hereinafter "Seller"). owns real property 00 Lakewood Boulevard,i i further legally described in ATTACHMENT "A" is incorporated herein by this reference and hereafter referred to • # 2. The City desires to acquire a permanent road easement and - tempora constructionfrom for # i i Blvd. i FlorenceAve.I Improvement Project. desires3. The Seller to sell a portion of the Property to the City for i' I ice• easement. The permanent road easement described and shownEXHIBITS a and "B" of the attached Road Deed and incorporated herein of this Agreement as ATTACHMEN I 4. e City also desiresto acquire temporary # # easement from Sell noticeThe eighteen (18) month term of the temporary construction easement will commence wh written provided to Seller by the City or i •notice provided •months• close of escrow of this Agreement. temporary construction easement is described and shown in EXHIBITS "A" and "B" of t attached Temporary Construction Easement Deed ("Construction Easement") a incorporated herein of this Agreement as ATTACHMENT "C". I 1110 T . r r # ., i f • i i i i:. contained herein, the parties agree• r AGREEMENT On the terms and conditions set forth herein, Seller agrees to sell the Property to City • to grant the City a temporary•City agreesto purchase Property ii` it and tocompensate• ##construction totalThe price for thepurchase of portion of property # compensationfor presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller that occurred while Seller owned the Property. Seller's indemnity shall survive close of escrow. 7.3 From and after record of Road Deed, City agrees to indemnify, protect, hold harmless and defend Seller against any and all loss, expense, damage and liabty, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by City; and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, but only to the extent that such liabty is attributable to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City's indemnity shall survive close of escrow. �i � X 0 1111 11�1111 11��1111 I'll 1 111!111 11111111 111�1111 �, �� 111 11��1111 1111 0 0 a 0 1 0 9 — 0 8.1 Title Company shall be able to issue in favor of City an ALTA standard owner policy of title insurance dated as of close of escrow with liability not less than the purcha price, covering the Property, showing title vested in City, and showing as exceptions on current general and special real property taxes, bonds and assessments not yet delinque and the exceptions to title that City has approved. 8.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title commitment for an ALTA title policy and legible copies of all documents reported as exceptions in it ("Title Documents"). City shall notify Seller and Escrow Holder in writing within ten (10) days after receipt of the title commitment and the Title Documents of City's disapproval of any exception in those documents. If any supplemental title commitment or supplemental Title Documents are submitted, then City shall notify Seller and Escrow Holder in wrng within ten (10) days after City's receipt of such items, but not later than the date mutually agreed upon by the parties in writing for the Close of Escrow, of City's disapproval of any title exception set forth therein. Failure of City to notify Seller and Escrow Holder in wrng of City's disapproval of any title exceptions shall conclusively be considered as City's approval of same. If City disapproves any title matter referred to in this paragraph, then, at City's option, this Agreement and the escrow shall be canceled, and in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges. 8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City's obligation to close escrow is contingent upon City's approval of the condition of the Property at its sole discretion. 8.4 If there is a breach of any representation or warranty given by Seller pursuant this Agreement that is discovered by City before close of escrow, then City may neverthele elect to proceed to close the escrow, in which event City shall be deemed to have elected waive such breach, or City may elect to terminate this Agreement and the escrow, in whi event this Agreement shall be canceled. If this Agreement and the escrow are terminated City's election under this paragraph, then all funds or other things deposited by City, if an shall be returned to City immediately on demand, and Seller shall pay all title company a escrow charges. I RYY�l [511;11 To Seller's current, actual knowledge, as of the date of this Agreement and/or as of Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, development, condition or improvement of the Property, or regarding any right, title or interest in the Property. Seller and City acknowledge that the purchase and sale of the Property has be negotiated under the threat of condemnation of the Property by the City. In the event of Sell lefault, City's ability to perform is prejudiced. Accordingly, in the event the escrow fails close by reason of a default by Seller, Seller agrees: I B. That the Seller waives any right to bring an action or claim against City in inverse condemnation or to seek damages for alleged precondemnation conduct arising out of the acquisition by City contemplated under this Agreement. C. Seller acknowledges that in waiving these claims they have not relied on any representations or statements made or said by City, its agents, attorneys or other representatives. Except as set forth below in this Section, each party bears its own costs and fees, including any attorneys' fees, associated with the acquisition by the City contemplated under this Agreement. If any party files an action or brings any proceeding against the other arising from this Agreement, or is made a party to any action or proceeding brought by the Escrow Holder, then as between City and Seller and City, the prevailing party shall be entitled to recover as an element of its costs of suand not as damages, reasonable attorneys' fees to be fixed by the court. The "prevailing party" shall be the party who is entitled to recover its costs of suit, whether or not suit, proceeds to final judgment. A party not entitled to recover its costs shall not recover attorneysfees. No sum for attorneys' fees shall be included in calculating the amount of a judgment for purposes of deciding whether a party is entitled to its costs or i t warranties, covenants,i otherobligations stat'• in this Agreement close of escrow. All warranties, covenants, and other obligations that the City discovers to be breached before i` of deed, and that City either expresslyis does notobject•+ before such tender,not i" of i"il Except as otherwise provided herein, this Agreement inures to the benefit of, and is binding on, parties,•' personalrepresentatives,r and ' •': This Agreement constitutes the entire agreement among the parties and supersedes prior discussion, negotiations, and agreements whether oral or written. Any amendment to th Agreement, including an oral •i . • supported by new consideration, be reduced I writing and signed by all of the parties before it will be effective. Section 16. NoRepresentation LegalEffectof Document respectiveNo representation, warranty, or recommendation is made by Seller or City or their •'employees, or •regarding legal sufficiency, legal effect, or consequences of this Agreement or i and each signatoryadvised submit this Agreement to his or her respective attorney before signing it. This Agreement may be executed in counterparts, each of which so executed shag irrespective of _ date of its executionand delivery, • _ deemed original, and all su counterparts together shall constitute one and the same instrument. I Time is of the essence of this Agreement,i ''. failure to comply with the time provisions of this Agreementbe a material breach of this Agreement. Sectioni The City shall defend, indemnifyand • • Seller and .. tenant of the Property ;r•. harmless from ri againstidemands,of action,ii: ,i — r. .•— i r i — i— — +i • —r • r• —r • - -— r r f L-MiL. • • • SellerExcept as set forth in Section 7, in its entirety, Section 8.4 and Section 11, in no eve shall - any City for damages. The City's contractor(s) not occupy anyportionof property, Construction Easement area deli-•andshownEXHIBITS "A" • i of - attachi Temporary Construction Easement Deed, for a period in excess of eighteen (18) mont following the date of written notice thereon to perform work. As a condition of exercising t Construction Easement, the City or its contractors shall provide at least 30 days prior wrift notice to Seller before performing workon or about _ Property. i• "` eighteen i ::. on term of the temporary construction easement will commence when written notice is providedlv Seller by the City or i inoticebe provided no later than twelve (1 months from close of escrow of this Agreement. All work by the City or its contractors shall performed # •applicable �' • f i r i •s f • WHEREOF,IN WITNESS partiesihave executed Agreement• forthset • Date: r Date: (Print) AP 1 TO FORM: Bruce Gridley. gal Counsel ATTACHMENT "A" All that canam teat ptopetly situated in the Counly tat Los AAiqeles, State of Cafiturnia, descebad as hallows PARCELI, musem THAT PORT9ON OF THE RANCHO SANTA GERTRUDES, W THE CITY OF DOWNEY, COUNTY OF LtdS ANGELES, STATE OF CALIFORNIA, FWALLY CONFIRMED Tt JP, MCFARLAND AND J, G, DOWNEY, AS SHOWN ON THE MAP RECORDED IN _QQQK1FAA JzEa-IM ET SEQ. OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FULLOW& A 11tM)f's -= & 630*01 0-021 �_LjMtLNUMDgjr�', fia§2:910