HomeMy Public PortalAbout02) Purchase and Sale Agreement 5922 Primrose AvenueAGENDA
ITEM 5.A.
MANAGEMENT SERVICES DEPARTMENT
DATE: July 1, 2013
MEMORANDUM
TO: The Honorable City Council
FROM: Jose E. Pulido, City Manager
By: Greg Murphy, Assistant City Attorney
Brian Haworth, Assistant to the City Manager
SUBJECT: PURCHASE AND SALE AGREEMENT: 5922 PRIMROSE AVE.
RECOMMENDATION:
The City Council (Council) is requested to:
a) Approve the Purchase and Sale Agreement for 5922 Primrose Ave., a
property located in Temple City, California;
b) Approve a $1,500,000 appropriation from the Economic Development Fund
Reserve to purchase the property;
c) Approve a $25,000 appropriation from the Economic Development Fund
Reserve to conduct an appraisal and environmental review required as part
of the property purchase; and
d) Authorize the City Manager to execute the Purchase and Sale Agreement
and take all steps therein to complete the transaction.
BACKGROUND:
1. On October 4, 2011, the City hired RBF Consulting to prepare a parking
plan that addresses real and perceived parking shortages in the downtown
area.
2. On June 5, 2012, the Council approved Ordinances 12-953 and 12-955
establishing an economic development fund which among other things,
allows the City to acquire, dispose and remediate properties for economic
development purposes (e.g., a public parking lot).
City Council
July 1, 2013
Page 2 of 4
3. On November 20, 2013, after numerous workshops involving the community
and City commissions, the Council adopted the Comprehensive Downtown
Parking Strategic Plan, a toolbox of recommended parking strategies for
implementation over the short- and long-term. Of these recommendations,
the acquisition of 5922 Primrose Ave. was identified as an opportunity site
for future downtown parking supply, given its location adjacent to the Las
Tunas corridor.
4. On May 13, 2013, the owner of 5922 Primrose Ave. solicited the City's
interest to purchase the property; City staff had not previously contacted the
owner regarding the potential for purchasing the property;
5. On May 21, 2013, the Council (in closed session) discussed the purchase of
5922 Primrose Ave., and directed the City Manager and City Attorney to
initiate the property purchase and transaction process.
6. In June 2013, City representatives and the property owner negotiated terms
and conditions for the property acquisition as contained in the Purchase and
Sale Agreement, provided hereto as Attachment "A".
Over the past year as opportunities have arisen, staff has been diligent in
implementing recommendations of the Downtown Parking Strategic Plan.
Initiatives to date include:
• The restriping and removal of all -day parking provisions in the public lots
south of Las Tunas between Primrose and Camellia avenues, which yielded
22 new stalls. Enactment of two-hour parking limits have also encouraged
higher parking turnover rates;
• A code amendment that reduces parking stall size standards from 20'x10' to
18'x9', bringing local regulations in line with industry best practice and
allowing future downtown developments to maximize available parking
space;
• Completion of a $6.5 million, multi -modal funding application to the Los
Angeles Metropolitan Transportation Agency which, if awarded, would allow
a complete redesign of the Las Tunas corridor into a pedestrian -friendly
destination that includes the reconfiguration of current street parking to yield
an increase of 27 additional back -in parking stalls; and
City Council
July 1, 2013
Page 3 of 4
• Recent acquisition of the former mortuary site at 5800 Temple City Blvd.,
which is expected to help alleviate the City's downtown parking shortage by
allowing at least 51 additional public parking stalls—which may potentially
integrate with a larger development concept.
Purchasing the Primrose property now, at a time when real estate prices are
relatively low, presents a viable and timely opportunity to provide for more public
parking in the near future. Furthermore, given the property is adjacent to a City -
owned building and parking lot (Attachment "B"), purchasing it could allow the
City to assemble the properties for a future public parking structure—a
recommendation identified in the Downtown Parking Strategic Plan.
Below are key terms of the proposed purchase, as identified in the attached
Purchase and Sale Agreement.
• A purchase price of $1,500,000, pending an appraisal that substantiates the
price;
• A $50,000 "good faith" deposit by the City to be applied to the total purchase
price upon close of escrow, with a provision that the deposit be returned to
the City should the appraisal price be lower than the purchase price, or
environmental studies reveal potential liabilities to which the City is unwilling
to become a party to; and
• A 45 -day period for appraisal and environmental review services, with an
additional 45 -day period to address any outstanding issues from the initial
environmental review.
Council's approval of the Purchase and Sale Agreement will allow escrow to
open. During that time, the appraisal and environmental studies will be performed
simultaneously, and if found satisfactory, the City could complete the property
transaction as early as August 16 and no later than October 1, 2013.
The purchase of 5922 Primrose Ave. provides the City with the ability in the
future to assemble all of its adjacent properties for reuse as a public parking
structure, a recommendation identified in the Downtown Parking Strategic Plan.
Furthermore, use of the City's Economic Development Fund Reserve to fund the
transaction allows the City the flexibility to develop the property for economic
development purposes in the future, should parking conditions change and no
longer warrant the need for a downtown parking structure.
City Council
July 1, 2013
Page 4 of 4
In June 2012 during adoption of the City Budget Reserve Policy, the Council
approved an $8 million Economic Development Fund Reserve (ED Reserve) for
activities pursuant to the City's Economic Development Ordinance. To date, the
following expenditures have been made:
Rosemead Boulevard Enhancement Project $1,000,000
5800 Temple City Blvd. $1,050,000
Furthermore, as part of the Fiscal Year (FY) 2013-14 City Budget, the Council
appropriated ED Reserve monies for the following projects:
General Plan Update $ 750,000
Las Tunas/Rosemead Specific Plan $ 650,000
Economic Development Strategy Implementation $ 25,000
Five -Year Strategic Plan $ 40,000
Given these projects, the June 30, 2014 ED Reserve balance is estimated at
$4.485 million. Should the Council approve use of funds for the Primrose
property purchase, the adjusted ED Reserve balance (at fiscal year-end) is
projected at $2.96 million.
A. Purchase and Sale Agreement
B. Property Map and Primrose Property Profile
JOINTAND
-•INSTRUCTIONS
Simonian Avedik & Aznive Trust
1117 Promontory Pl.
West Covina, California 91791
Telephone: (626) 482-9776
Chicago Title Company
Attn: Patricia Schlageck, Escrow Officer
700 S. Flower St., Suite 800
Los Angeles, California 90017
Telephone: (213) 488-4300
Fax: (213) 612-4110
ATTACHMENT A
City of Temple City
Attn: Jose Pulido
9701 Las Tunas Dr.
Temple City, California 91780
Telephone: (626) 285-2171
Fax: (626) 285-8192
E-mail: jpulido@templecity.us
Escrow No.:
Opening Date:
Closing Date:
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (the "Agreement") is dated , 2013, for reference, and
is hereby entered into by and between the SIMONIAN AVEDIK & AZNIVE TRUST, a
trust ("Seller"), and the CITY OF TEMPLE CITY, a California charter city ("Buyer"), as
follows:
A. Seller is the record owner of the Property, defined herein, the purchase
and sale of which is the subject of this Agreement.
B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase
the Property from Seller, upon the terms and conditions more particularly set forth in this
Agreement.
C. For good and valuable consideration, the receipt and adequacy of which
are acknowledged, the parties agree as follows:
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Action. Shall mean any suit (whether legal, equitable, or declaratory in nature),
proceeding or hearing (whether administrative or judicial), arbitration or mediation
(whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute
resolution process, and the filing, recording, or service of any process, notice, claim,
demand, lien, or other instrument which is a prerequisite or prelude to commencement
of the Action.
Buyer. Shall mean the City of Temple City, a California charter city and
municipal corporation.
Closing Date. Shall mean the actual date upon which the escrow closes. As
provided herein, the Close of Escrow shall on or before the one hundred twentieth
(120th) business day from and after the Opening of Escrow, unless extended by mutual
agreement of the parties.
Close of Escrow. Shall mean the consummation of the transaction
contemplated in this Agreement by the exchange of the Purchase Price for the executed
Deed, the payment of all fees and charges outstanding, conveyance of title to the
Property to Buyer, and recording of the Grant Deed with the Recorder of the County of
Los Angeles as provided for in this Agreement.
Due Ditiaence Date. Shall mean the ninetieth (90th) business day from and
after the Opening of Escrow by which time the Buyer shall have completed its due
diligence as provided in Article III [Due Diligence] of this Agreement.
Escrow Agent. Shall mean the agent designated by the parties to hold and
administer the joint escrow required under this Agreement. The parties have nominated
Chicago Title Company of Los Angeles, California, to act as Escrow Agent hereunder.
Effective Date. Shall mean the date by which this Agreement has been
approved and executed by both the Seller and by the Buyer.
Hazardous Substances. Shall mean any and all of the following:
(i) any substance, product, waste or other material of any nature whatsoever
which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to
the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA"), 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42
U.S.C. § 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. § 2601, et seq.;
the Clean Water Act, 33 U.S.C. § 1251, et seq.; the Insecticide, Fungicide, Rodenticide
Act, 7 U.S.C. § 136, et seq.; the Superfund Amendments and Reauthorization Act, 42
U.S.C. § 6901, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Safe Drinking
Water Act, 42 U.S.C. § 300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. § 6901, et
seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. § 1201, et seq.; the
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Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq.;
the Occupational Safety and Health Act, 29 U.S.C. §§ 655 and 657; the Hazardous
Waste Control Act, California Health and Safety Code ("H.&S.C.") § 25100, et seq.; the
Hazardous Substance Account Act, H.&S.C. § 25330, et seq.; the California Safe
Drinking Water and Toxic Enforcement Act, H.&S.C. § 25249.5, et seq.; the
Underground Storage of Hazardous Substances, H.&S.C. § 25280, et seq.; the
Carpenter -Presley -Tanner Hazardous Substance Account Act, H.&S.C. § 25300, et
seq.; the Hazardous Waste Management Act, H.&S.C. § 25170.1, et seq.; the
Hazardous Materials Response Plans and Inventory, H.&S.C. § 25001, et seq.; the
Porter -Cologne Water Quality Control Act, Water Code § 13000, et seq., all as they may
from time to time be amended;
(ii) any substance, product, waste or other material of any nature whatsoever
which is or becomes listed, regulated, or for which liability for misuse arises pursuant to
any other federal, state or local statute, law, ordinance, resolution, code, rule,
regulation, order or decree due to its hazardous, toxic or dangerous nature;
(iii) any petroleum, crude oil or any substance, product, waste, or other material
of any nature whatsoever which contains gasoline, diesel fuel or other petroleum
hydrocarbons other than petroleum and petroleum products contained within regularly
operated motor vehicles; and
(iv) polychlorinated biphenyls (PCB), radon gas, urea formaldehyde, asbestos,
and lead.
Phase I ESA. Shall mean a "Phase I Environmental Site Assessment"
performed at the sole and absolute discretion of the Buyer and prepared in accordance
with the standards set forth in ASTM Standard 1527-97 "Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment Process."
Phase II ESA. Shall mean a "Phase II Environmental Site Assessment"
performed at the sole and absolute discretion of the Buyer and prepared in accordance
with the standards set forth in ASTM Standard E 1903-97 "Standard Guide for
Environmental Site Assessments: Phase II Environmental Site Assessment Process."
Preliminary Title Report. Shall mean a report describing the state of title of the
Property, together with copies of all exceptions specified therein and a map plotting all
easements specified therein.
Property. Shall mean that parcel of real property located at 5922 Primrose Ave,
in the City of Temple City, County of Los Angeles, State of California, consisting of
approximately 0.2083 acres (9.073 square feet), commonly known as Assessor's Parcel
Number 8587-014-021, as more particularly described in the legal description attached
and incorporated herein by reference as Attachment "A". The Property includes all
buildings, fixtures, structures and improvements appurtenant to the Property as well as
all rights, easements, covenants, and servitudes benefiting the Property.
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Property Conditions. Shall mean all of the existing physical and economic
conditions affecting the Property and its use, including, but not limited to, the physical
configuration of the Property, any trees, stumps, brush, or other vegetation on the
Property, the condition of its soils, the presence or impact of any geologic or hydrologic
features and faults, the nature of its lateral and subjacent support, the presence of
Hazardous Substances, waste, garbage, rubbish, or refuse on, in, under, or adjacent to
the Property, the location of the Property within any flood plain or high risk fire area, the
location of public utilities and public improvements on, in, under, or over the Property,
the presence, soundness, and habitability of any structures, fixtures, or improvements
on or in the Property, the existence of any faults or defects (whether known or unknown,
patent or latent), the economic and legal suitability of the Property for the intended use,
all market conditions that may affect development and use of the Property, and all
actions, orders, and judgments affecting the Property.
Seller. Shall mean Simonian Avedik & Aznive Trust, a trust.
NOW THEREFORE, for consideration, the value and adequacy of which is
hereby acknowledged, the parties enter into this Agreement on the following terms and
conditions and subject to the contingencies set forth herein:
O.T91:3 4,01
1.1. Transaction. Buyer hereby agrees to purchase from Seller, and Seller
agrees to sell to Buyer, the Property, upon the terms and conditions hereinafter set
forth, and contingent upon satisfaction of the conditions of closing set forth in Article II of
this Agreement.
1.2. Amount of Purchase Price. The purchase price for the Property shall be
one million five hundred thousand dollars and no cents ($1,500,000.00) ("Purchase
Price"). The Purchase Price to be paid by Buyer to Seller shall be full and complete
compensation for, and all-inclusive of, Seller's title, rights, interest, and entitlements in
the Property and any improvements located thereon.
2.1. Opening of Escrow. Within five (5) business days from and after the
Effective Date of this Agreement, Seller and Buyer shall open an escrow with Escrow
Agent for the consummation of the transaction contemplated under this Agreement.
Upon the opening of the escrow, Buyer shall deposit the sum of fifty thousand dollars
and no cents ($50,000.00, hereafter the "Deposit") therein.
2.2. Close of Escrow. Escrow shall close when all parties have completed
their obligations to close under this Agreement and all conditions precedent to the close
of escrow have been satisfied or waived by the benefited party (the "Close of Escrow").
The Close of Escrow shall occur on or before the one hundred and twentieth (120th)
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day from and after the Opening of Escrow, unless an extension is mutually agreed upon
by the parties.
2.3. Escrow Aqent. The Escrow Agent is hereby empowered to act under this
Agreement, and upon indicating its acceptance of this Article II in writing, delivered to
the Seller and the Buyer at the time escrow is opened, shall carry out its duties as
Escrow Agent hereunder.
2.3.1. Duties of Escrow Agent. Escrow Agent is authorized to and
shall carry out the following:
(a) Pav Charges and Costs. Pay and charge the Seller and
Buyer, respectively, for any fees, charges, and costs payable under this Agreement.
Pay any monetary encumbrances, delinquent property taxes and assessments, and
prorated current property taxes and assessments against the Property from the
Purchase Price. Before such payments are made, Escrow Agent shall notify the Seller
and Buyer of the fees, charges, and costs necessary to clear title and close the escrow
and calculate the amount to be paid and each party's proportionate share.
(b) Disbursements and Deliveries. Make disbursements of
the purchase price, or other funds to the appropriate parties and deliver the Grant Deed
and other documents to the parties entitled thereto when the conditions of this escrow
have been fulfilled by the Seller and the Buyer.
(c) Document Preparation and Recording. Record the Grant
Deed, and prepare and record or file, as appropriate, any other documents, statements,
or instruments delivered through this escrow, or that are necessary to consummate the
transaction or proper to vest title to the Property in Buyer.
2.3.2. Liability of Escrow Agent. The liability of Escrow Agent under
this Agreement is limited to performance of the obligations imposed under Article of this
Agreement.
2.4. Supplemental or Amended Escrow Instructions. Seller and Buyer
shall promptly prepare, execute and deliver to the Escrow Agent such additional escrow
instructions consistent with the terms and conditions of this Agreement as shall be
reasonably necessary.
2.5. Deposits into Escrow. Seller and Buyer each shall, by 12:00 noon on
the last business day prior to the Close of Escrow, make all payments, perform all acts,
and deliver to the Escrow Agent all documents (appropriately executed and
acknowledged) necessary for the conveyance from Seller to Buyer of title to the
Property as provided in the Agreement. The following provisions shall apply:
2.5.1. Payment of Escrow Fees and Closing Costs. Buyer and
Seller shall split all of the escrow fees and closing costs necessary for escrow to close.
After notification by Escrow Agent of the amount thereof, and by no later than 12:00
noon on the last business day preceding the Close of Escrow, Buyer and Seller shall
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pay into escrow by cash, check or warrant, wire transfer, or other form of readily
available funds, the applicable escrow fees and closing costs. Responsibility for
payment of the following costs and fees shall be apportioned as follows:
(a) Leaal Fees. The parties shall each bear the costs and
fees of their respective legal counsel.
(b) Brokers' Fees. The parties agree that neither party has
retained a broker or sales agent who is entitled to a commission on this sale. In any
event, Buyer shall not be responsible for paying any commission to, or allocating any
portion of the Purchase Price to, any broker or sales agent of Seller, if Seller retains a
broker or sales agent.
(c) Recordina Cost. Seller and Buyer shall each pay fifty
percent (50%) of the fees or charges, if any, required for recording the Grant Deed and
documents, instruments, or statements with the Recorder for the County of Los Angeles
or the California Secretary of State, as the case may be.
(d) Documentary Transfer Tax. The parties contemplate that
the recording of the Grant Deed is exempt from the payment of Documentary Transfer
Tax under California Revenue and Taxation Code § 11922. Notwithstanding the
foregoing, in the event the Recorder refuses to record the Grant Deed without payment
of such tax, then Seller shall pay the amount required.
(e) Title Insurance. Buyer shall pay the cost of the CLTA
policy of title insurance to be delivered to Buyer. Buyer shall pay the additional cost of
any special endorsement to the CLTA policy or the additional cost of an ALTA policy of
title insurance desired by Buyer.
(f) Property Taxes. Seller shall pay all delinquent property
taxes, special taxes, and special assessments, if any, against the Property, and shall
pay all current property taxes, special taxes, and special assessments against the
Property prorated to the date of the Closing.
(g) Other Fees and Costs. In the event that it is necessary to
incur any other fee, cost, or charge in order to consummate the transaction, then the
parties shall apportion and pay such fee, cost, or charge according to accepted custom
and practice in the industry, or, failing any accepted custom and practice, then by
mutual agreement of the parties.
2.5.2. Payment of Purchase Price. Buyer shall pay the Purchase
Price (less the amount already placed into escrow via the Deposit), into escrow by cash,
check, warrant, wire transfer, or other form of readily available funds, by no later than
12:00 noon on the last business day preceding the Close of Escrow.
2.5.3. Grant Deed. Seller shall convey marketable title to the
Property, free and clear of encumbrances, to Buyer by grant deed ("Grant Deed") at the
Close of Escrow. The Grant Deed shall be the same in all material respects as the form
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attached hereto and incorporated herein by reference as Attachment "B." Seller shall,
on or before 12:00 noon on the day preceding the Close of Escrow, deposit with Escrow
Agent the executed and appropriately notarized Grant Deed suitable for recording,
together with such other documents, statements, and instruments as may be necessary
in order for the Escrow Agent to comply with this Agreement. Escrow Agent will cause
the Grant Deed to be recorded when the Title Company can issue the Title Policy in the
form described in Section 2.8.1 and when the Escrow Agent holds for the account of
Seller the items described above to be delivered to Seller through Escrow, less costs,
expenses and disbursements chargeable to Seller pursuant to the terms hereof.
2.5.4. Escrow Account. All funds received in escrow shall be
deposited by Escrow Agent in an interest-bearing general escrow account or accounts
with any state or national bank doing business in the State of California.
2.6. Communications. All communications and notices between the parties
and the Escrow Agent shall be directed to the addresses and in the manner established
in Section 6.14 of this Agreement.
2.7. Cancellation of Escrow. Time is of the essence of this Agreement. If
escrow fails to close as provided above, escrow shall be cancelled automatically without
further action by Escrow Agent or any party, and Escrow Agent is instructed to return all
funds and documents then in escrow to the respective depositor of the same with
Escrow Agent.
2.8. uver's Conditions of Closinq. Buyer's obligation to purchase the
Property and close escrow is expressly conditioned upon the satisfaction or written
waiver by Buyer, in whole or in part, of each of the following conditions precedent:
2.8.1. 'Title Policy. A title company of Buyer's selection issuing a
CLIA or ALTA policy of title insurance, and any special endorsements thereto as may
be required by Buyer, insuring title to the Property vested in Buyer. Buyer has
nominated First American Title Company to act in this capacity ("Title Company").
2.8.2. Approve Condition of Title. Buyer approving, in writing, the
Condition of Title as provided in Section 3.1 [Condition of Title] of this Agreement on or
before the date provided.
2.8.3. Approve Property Conditions. Buyer approving, in writing,
the Property Conditions as provided in Section 3.2 [Property Conditions] of this
Agreement on or before the date provided.
2.8.4. Approve Appraised Value of Property. Buyer approving the
appraised value of the Property as provided in section 3.3 [Appraisal] of this Agreement
on or before the date provided.
2.8.5. Delivery of Instruments. Seller having deposited into escrow
the executed, duly notarized, and recordable Grant Deed, and any other documents,
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instruments, or statements requiring Seller's execution, in the time required under this
Agreement.
2.8.6. Possession. Seller shall be in a position to convey the
Property free of any possession or right of possession of any person or entity as of the
Close of Escrow. Nothing in this section or otherwise in this Agreement creates, or shall
be deemed to create, any right or tenancy in such persons with regard to the Property
or compensation not otherwise provided under California law.
2.9. Seller's Conditions of Closino. Seller's obligation to sell the Property
and close the transaction are expressly conditioned upon the satisfaction or written
waiver, in whole or in part, by Seller of each of the following conditions precedent:
2.9.1. Purchase Price. Buyer shall have deposited into escrow the
Deposit the Purchase Price within the time provided in this Agreement.
2.9.2. Buyer's Obligations. Buyer shall have completed in a timely
fashion all of its obligations which are to be completed prior to the Closing as provided
in this Agreement.
3.1.1. Preliminary Title Report. Within five (5) business days from
and after the Opening of Escrow, Seller shall obtain the Preliminary Title Report for the
Property, at its sole cost and expense, and deliver same to Buyer for review. Within ten
(10) business days from and after the Opening of Escrow, Buyer shall notify Seller in
writing ("Buyer's Title Notice") of Buyer's approval of all matters contained in the
Preliminary Title Report or of any objections Buyer may have to title exceptions or other
title matters ("Disapproved Exceptions") disclosed in the Preliminary Title Report.
3.1.2. Disapproved Exceptions. Seller shall remove and discharge
or otherwise satisfy all mortgages, deeds of trust, judgment liens, mechanic's liens, or
other monetary liens against the Property as of the Due Diligence Date. In the event
Buyer has specified any non -monetary liens as Disapproved Exceptions in the Buyer's
Title Notice, then Seller shall, within five (5) business days of the date of said Notice,
commence removal of the Disapproved Exceptions. If Seller is reasonably unable to
remove the Disapproved Exceptions on or before the Due Diligence Date or the non -
monetary Disapproved Exceptions on or before the Close of Escrow, Seller shall
immediately notify Buyer, and Buyer shall, at its sole option, either (i) elect to cancel
escrow and terminate the Agreement without penalty to Buyer and with return of the
Deposit to Buyer; or (ii) waive its disapproval of the exception(s) and accept title to the
Property subject to the Disapproved Exception(s).
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3.2.1. "AS IS" Condition. Except for those representations,
warranties, and covenants made by the Seller to the Buyer in Article IV
[Representations, Warranties & Covenants] of this Agreement, Buyer agrees that it is
purchasing the Property in an "AS IS" condition as of the Close of Escrow. Buyer
agrees that as of the Close of Escrow, it will have completed its own independent
investigation of the Property Conditions and either accepted or disapproved of the
Property Conditions.
3.2.2. Investigation of Property Conditions. Within five (5) business
days from and after the Opening of Escrow, Seller shall deliver to Buyer true, correct,
and complete copies of all reports, studies, or other documents concerning the Property
Conditions including, but not limited to, all applicable information relating to Hazardous
Substances on, in, or under the Property and any current leases, contracts, licenses,
profits, permits, or other documents which affect title, possession, or use of the
Property, which Seller has in its possession, custody, or control, along with any other
information in Seller's possession or control reasonably requested by Buyer regarding
the Property. Buyer shall undertake and complete its own independent investigation of
the Property Conditions on or before the Due Diligence Date. On or before the Due
Diligence Date, Buyer shall notify Seller in writing ("Buyer's Property Condition Notice")
of Seller's approval or disapproval, in Buyer's sole and absolute discretion, of the
Property Conditions. As part of the Buyer's Property Condition Notice, Buyer may, at its
sole cost and expense and in its sole and absolute discretion, elect to obtain a Phase I
ESA, Phase II ESA, or other such environmental studies, reports, or investigations as it
deems necessary and the Close of Escrow shall be extended by mutual agreement of
the parties, which agreement shall not be unreasonably withheld, to allow time to
perform such investigations. In the event Buyer has specifically disapproved any
Property Conditions, Buyer's Property Condition Notice shall include either a request
that Seller immediately commence actions to remedy and correct the disapproved
Property Conditions or that Buyer elects to cancel the escrow and terminate the
Agreement. In the event that Buyer has requested Seller to remedy and correct the
disapproved Property Conditions, Seller shall either: (i) promptly commence curative
action in the event the condition can be fully remedied or corrected on or before the
Close of Escrow; or (ii) notify Buyer that it is not feasible to remedy or correct the
condition by the Close of Escrow. In the event that Seller has been unable to remedy or
correct the disapproved Property Conditions by Close of Escrow, or Seller has notified
Buyer of the unfeasibility of remedying or correcting the condition, then Buyer may, at its
sole election, either waive its objection to the condition and take the property subject to
same, or cancel the escrow and terminate the Agreement without penalty to Buyer and
with the Deposit returned to Buyer.
3.2.3. Right of Entry. Subject to the conditions hereafter stated,
Seller grants to Buyer and its employees, agents, and consultants, a right to enter upon
any portion of the Property for the purpose of conducting engineering surveys, soil tests,
investigations, a Phase I ESA, a Phase 11 ESA, or other studies reasonably necessary
to evaluate the Property Conditions, which studies, surveys, investigations, and tests
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shall be done at Buyer's sole cost and expense and its sole and absolute discretion.
Buyer shall indemnify, defend, and hold Seller harmless from and against any claims,
injuries, or damages arising out of or in connection with the entry and work performed in
this Section.
3.3. Appraisal. After the opening of the escrow, Buyer shall commission at its
sole cost an appraisal to be performed of the Property ("Appraisal"). The Appraisal shall
be completed and the results thereof made known to the Seller no later than the Due
Diligence Date. If the Appraisal concludes that the appraised value of the Property is
less than ninety per cent (90%) of the Purchase Price as set forth in Section 1.2
[Amount of Purchase Price] then Buyer may in its sole discretion and no later than the
Due Diligence Date elect to cancel the escrow and terminate the Agreement or
negotiate a reduction in the Purchase Price with Seller. No reduction will be effective
without written mutual consent of the parties. Upon election to cancel escrow or upon
failure to reach a reduction in the Purchase Price, Buyer may terminate the Agreement
without penalty to Buyer and with the Deposit returned to Buyer.
ARTICLE IV REPRESENTATIONS, WARRANTIES COVENANTS
4.1. Limitation. Except for the express representations, warranties, and
covenants made by the parties as provided in this Article IV, neither party has made any
representation, warranty, or covenant to the other party, either express or implied, and
neither party has relied upon any statement made by the other party not expressly
recited in this Agreement.
4.2. Seller's Representations and Indemnities. Seller hereby makes the
following representations, warranties, and covenants to Buyer, each of which, to the
best of Seller's knowledge, is true as of the Effective Date of this Agreement and will be
true in all respects as of the Close of Escrow:
4.2.1. Title. Seller will convey marketable title to the Property to Buyer
at the Close of Escrow and Seller shall take no action that will encumber or impair title
and shall suffer no encumbrance or impairment of title from the Opening of Escrow to
the Close of Escrow.
4.2.2. Authority of Seller. Seller has the unimpeded power and
authority to execute, deliver and perform Seller's obligations under this Agreement and
the documents executed and delivered by Seller pursuant hereto.
4.2.3. No Violations. Seller has received no notice and/or has no
knowledge that any governmental authority or any employee or agent thereof considers
the present operation, use, condition or ownership of the Property to violate or have
violated any ordinance, rule, law, regulation or order of any government or agency, body
or subdivision thereof, or that any investigation has been commenced or is
contemplated respecting such possible violations, or that any physical or environmental
condition of the Property requires any assessment, clean-up or remedial work.
RN #4815-4321-3332 V1 -10
4.2.4. No Actions. There is no pending or threatened Action which
would affect or concern the Property.
4.2.5. No Environmental Remediation. Seller, or each or them,
have received no written notice from any third parties, prior owners of the Property, or
any federal, state or local governmental agency, indicating that any Hazardous
Substances, remedial or clean-up work or other environmental assessment or
investigation work is or will be required on the Property, or for any Hazardous
Substances migrating to or from the Property.
4.2.6. No Agreements or Claims Affecting the Property. There are
no contracts, leases, claims or rights affecting the Property and no agreements entered
into by or under Seller which shall survive the Close of Escrow that would adversely
affect Buyer's rights with respect to the Property, except as heretofore disclosed in
writing by Seller to Buyer.
4.2.7. Property Free of Possession. As of the Close of Escrow,
Seller shall be able to convey the Property free of any possession or right of possession
or use by any person except Buyer.
4.2.8. No Encroachments. There are no encroachments onto the
Property by buildings or improvements on any adjoining property, nor do any buildings
or improvements on the Property encroach on other properties.
4.2.9. Indemnification. Seller agrees to indemnify Buyer, its elected
and appointed officials, officers, agents and employees, and each of them, and agrees
to protect, defend and hold Buyer, its elected and appointed officials, officers, agents
and employees, and each of them, harmless from and against all claims, losses,
liabilities, damages, suits, judgments, costs and expenses, including without limitation,
attorneys' fees and expenses, to the fullest extent permitted by applicable law, arising
out of or relating to (i) Seller's ownership of the Property, (ii) the conduct of any
business, or any activity, work or things done, suffered or permitted, in, on or about the
Property during Seller's ownership of the Property, (iii) the use, storage, disposal or
release of any Hazardous Substances in, on or about the Property by Seller, or (iv) the
breach of any representation or warranty of Seller contained in this Agreement. Buyer
agrees to indemnify Seller and agrees to protect, defend and hold Seller harmless from
and against all claims, losses, liabilities, damages, suits, judgments, costs and
expenses, including without limitation, attorneys' fees and expenses, to the fullest extent
permitted by applicable law, arising out of or relating to (i) Buyer's ownership of the
Property or (ii) the conduct of any business, or any activity, work or things done,
suffered or permitted, in or about the Property during Buyer's ownership of the Property.
The provisions of this Section 4.2.9 shall survive the Close of Escrow or any termination
of this Agreement.
4.3. Buver's Representations etc. Buyer expressly makes the following
representations, warranties, and covenants:
RIV 44915-4321-3332 0 _11-
4.3.1. Authority. Buyer, and the agent or representative acting on
behalf of Buyer, has authority to undertake the actions and to make the promises,
agreements, and commitments set forth in this Agreement.
4.3.2. Contracts. There are no legal impediments, contracts or other
agreements that would prohibit Buyer from entering into this Agreement.
5.1. Non -liability of Buver's Officials and Employees. No elected or
appointed official, consultant, attorney, or employee of the Buyer or Seller shall be
personally liable to any successor or assign, or any person claiming under or through
them, in the event of any default or breach by the Buyer or for any amount which may
become due to Seller, or to its successor, or on any obligations arising under this
Agreement.
5.2. No Conflict of Interest. No officer or employee of the Seller or Buyer
shall have any financial interest, direct or indirect, in this Agreement nor shall any such
officer or employee participate in any decision relating to the Agreement which effects
his financial interest or the financial interest of any corporation, partnership, or
association in which he is, directly or indirectly, interested, in violation of any State
statute or regulation.
Seller acknowledges and agrees that this Agreement and its terms and
conditions have been the subject of negotiation between the parties and that the
Purchase Price is fair and just compensation for all of Seller's interests in the Property
and for any claims which Seller may have relating to loss of business goodwill,
relocation benefits, severance damages and fixtures and equipment, and Seller hereby
waives and releases any and all such claims. This waiver includes, but is not limited to,
claims for just compensation for the property interests acquired, claims for severance or
other damage, bonus value relating to any leasehold interest, additional loss of
business goodwill, additional claims for relocation benefits, additional claims for
improvements pertaining to realty and any and all other claims that Seller may have,
whether or not specifically mentioned here, relating directly or indirectly to the
acquisition by Buyer of the Property. Additionally, Seller, and its successors and
assigns, shall be deemed to have knowingly and voluntarily waived the right to seek,
and to have released Buyer and any and all of Buyer's employees, agents, officials,
officers, servants, representatives, contractors, attorneys and assigns from any rights
conferred upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025
and 1263.615, any rights to enforce any obligation placed upon Buyer pursuant to Code
of Civil Procedure sections 1245.245, 1263.025 and 1263.615. Seller, on behalf of
itself and its agents, representatives, principals, predecessors, successors, assigns,
administrators, executors, heirs, and beneficiaries, hereby releases Buyer from any and
all obligations, liabilities, claims, costs, expenses, demands, debts, controversies,
damages, causes of action, including without limitations those relating to just
RN#4915-43^_1-3332 V1 _t
compensation, whether known or unknown, which any of them now have, have ever
had, or might hereafter have by reason of any matters or things waived or released
herein or arising out of or in any way relating to the Property; provided, however, that the
foregoing release does not apply to any of the Buyer's obligations under this Agreement.
By initialing below, Seller acknowledges that it has read and understands, and hereby
expressly waives, the benefits of California Civil Code Section 1542 which provides:
Section 1542. A general release does not
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Seller's Initials:
5.4. ADDlicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
5.5. Attornev's Fees. In the event either party commences an Action against
the other party which arises out of a default of, breach of, failure to perform, or that is
otherwise related to, this Agreement, then the Prevailing Party (as defined herein) in the
Action shall be entitled to recover its Litigation Expenses (as defined herein) from the
other party in addition to whatever relief to which the prevailing party may be entitled.
For purposes of this section, "Litigation Expenses" includes all Costs and Expenses, to
the extent such are reasonable in amount, that are actually and necessarily incurred in
good faith by the Prevailing Party directly related to the Action. For the purposes of this
section, "Prevailing Party" shall have the meaning ascribed in § 1032(a)(4) of the
California Code of Civil Procedure.
5.6. Recitals and Definitions. The Recitals and Definitions set forth at the
beginning of this Agreement are a substantive and integral part of this Agreement and
are incorporated by reference in the Operative Provisions portion of this Agreement.
5.7. Severabilitv. Each provision, term, condition, covenant, and/or
restriction, in whole and in part, in this Agreement shall be considered severable. In the
event any provision, term, condition, covenant, and/or restriction, in whole and/or in
part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such
provision or part thereof shall be severed from this Agreement and shall not affect any
other provision, term, condition, covenant, and/or restriction, of this Agreement, and the
remainder of the Agreement shall continue in full force and effect.
5.6. Amendments to Agreement. Each Party agrees to consider reasonable
requests for amendments to this Agreement which may be made by the other party.
Any amendments to this Agreement must be in writing and signed by the appropriate
authorities of the Buyer and Seller.
5.9. Administration. After approval of the Agreement by the City Council of
the City of Temple City, the Agreement shall be administered and executed by the City
RIV #4815-3321-3332 v1 -13-
Manager and/or his or her designee. The City Manager shall have the authority to issue
interpretations and to make minor amendments to this Agreement, including extensions
of time, on behalf of the Buyer so long as such actions do not cause a substantial and
material change to the Agreement or make a commitment of additional City funds. All
other changes, modifications, and amendments shall require the prior approval of the
City Council of the City of Temple City.
5.10. Notices. Formal notices, demands and communications between the
parties shall be given in writing and personally served or dispatched by registered or
certified mail, postage prepaid, return receipt requested, to the principal offices of the
parties, as designated in this Agreement, or taxed to the fax number listed herein
followed by dispatch as above described. Such written notices, demands, and
communications may be sent in the same manner to such other addresses as either
party may from time to time designate by mail as provided in this section. Any such
notice shall be deemed to have been received upon the date personal service is
effected, if given by personal service, or upon the expiration of two (2) business days
after mailing, if given by certified mail, return receipt requested, postage prepaid.
Notices shall be directed to the persons and places noted at the beginning of this
Agreement.
5.11. Counterpart Originals. This Agreement may be executed in duplicate
originals, each of which is deemed to be an original.
Signatures on following page.
RN #4815-4321-3332 vt -14-
IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement
on the date and year first -above written.
Avedik "Vick" Simonian, Sole Trustee
Jose Pulido, City Manager
ATTEST:
Peggy Kuo, City Clerk
APPROVED AS TO FORM:
Eric S. Vail, City Attorney
RN #4815.4321-3332 V1 -15-
ATTACHMENT "A"
LEGAL DESCRIPTION OF PROPERTY
THE NORTHERLY 3 FEET OF LOT 249 AND ALL OF LOT 250 OF TRACT NO. 6561, AS PER MAP
RECORDED IN BOOK 72, PAGES 34 AND 35 OF MAPS, IN THE OFFICE OF THE LOS ANGELES
COUNTY RECORDER.
RIV #4815-4321-3331 v1 _1_
Recording Requested by:
and after recordation mail to:
City of Temple City
9701 Las Tunas Dr.
Temple City, California 91780
Attn: City Manager
ATTACHMENT "B"
GRANT DEED
GRANT DEED
THIS GRANT DEED IS RECORDED AT THE REQUEST AND FOR THE BENEFIT OF
THE CITY OF TEMPLE CITY AND IS EXEMPT FROM THE PAYMENT OF A
RECORDING FEE PURSUANT TO GOVERNMENT CODE §§ 6103 AND 27383 AND
FROM THE PAYMENT OF A DOCUMENTARY TRANSFER TAX PURSUANT TO
REVENUE AND TAXATION CODE § 11922.
THE CITY OF TEMPLE CITY
BY: Jose Pulido
ITS: City Manager
DATED:
FOR VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, SIMONIAN AVEDIK & AZNIVE TRUST, a trust (the "Grantor"),
hereby grants to CITY OF TEMPLE CITY, a California charter city (the "Grantee"), the
real property legally described in the document attached hereto as Exhibit A, and
incorporated herein by this reference.
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument
to be executed on their behalf by their respective officers thereunto duly authorized, this
day of , 2013.
Grantor
Avedik "Vick"Simonian, Sole Trustee
Simonian Avedik & Aznive Trust
Rry #4915-4321-3332 v 1 -1-
This is to certify that the interest in real property conveyed by grant deed dated
, 2013 from SIMONiAN AVEDIK & AZNIVE TRUST, a trust, to the CITY OF
TEMPLE CITY, a California charter city, is hereby accepted by the undersigned officer
on behalf of the City of Temple City pursuant to the authority conferred by Resolution
No. adopted on by the City Council, and the grantee hereby
consents to recordation thereof by its duly authorized officer.
Dated: 2013 By:
Jose Pulido, City Manager,
City of Temple City
By:
Peggy Kuo, City Clerk
RIV 49815-9321-3332 v1 -2-
ATTACHMENT B
FASTWeb
Page I of 1
5922 Primrose Ave
Temple City CA 91780
Property Information
Owner(s) Simonian Avedik & Aznive Trust
Property 5922 Primrose Ave
Temple City, CA 91780
Mailing Addr 1117 Promontory PI
West Covina, CA 91791
Property Profile
Parcel# 8587-014-021
Map Coord 38-B2; 596-J3
Census Tract 4319.00
County Los Angeles
Owner Phone
Legal
TRACT # 6561 N 3 FT OF LOT 249 AND ALL OF LOT 250.
$/Sq. Ft.
$38.50
Lot Number
250
$107,000.00
Tract Number
6561
Prior Sale Amt.
Block
Loan Type
Subdivision
6561
Doc Type
Characteristics
Xfer Date
12/21/1978
Prior Doc No.
Seller
Use
Apartment
Year Built
1942
Sq. Feet
2779
Zoning
TCR4YY
Lot Size
2083 / 9073
# of units
$147,796.00
Bedrooms
4
Bathrooms
5
Fireplace
#Rooms
2012/9285
Quality
Average
Heating
Heated
Pool/Spa
N
Air
N
Style
50%
Stories
1
Improvements
Parking
Garage
Flood
Gross Area
2779
Garage Area
820
Basement Area
Attributes
Other
Property Sale Information
Sale Date
$/Sq. Ft.
$38.50
2nd Mtg.
Sale Price
$107,000.00
1st Loan
Prior Sale Amt.
Doc No.
Loan Type
Prior Sale Dt.
Doc Type
Deed (reg)
Xfer Date
12/21/1978
Prior Doc No.
Seller
Lender
Prior Doc Type
*$/Sq. Ft. is a calculation of Sales Price divided by Sq. Feet
Tax Information
Imp Value
$147,796.00
Exemption
Land Value
$147,156.00
Tax Year/Area
2012/9285
Total Value
$294,952.00
Tax Value
$294,952.00
Tax Amount
$4,593.80
Improved
50%
Information compiled from various sources and is deemed reliable but not guaranteed
https:Hfwprodweb l . firstam.coin/FastWeb/FASTOrderlPropertyLookUp.asp?ID=O&UID=... 6/27/2013