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HomeMy Public PortalAbout2015.162 (09-15-15)RESOLUTION NO. 2015.162 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD, CALIFORNIA, APPROVING THAT CERTAIN PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE CITY OF LYNWOOD AND ALEX MERUELO AND AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACT WHEREAS, the City of Lynwood (the "City ") is the record owner of certain property described in Exhibit "A" hereto (the "Property");- and WHEREAS, Alex Meruelo had purchased a property located at the north east corner of Long Beach Boulevard and Orchard Avenue; Lot No. 972, 973 and 974 for development purpose. However, the City of Lynwood owns a small sliver of land within lot No. 974 located at the most easterly part of the property; which measures 10'x50', APN: 6177 - 003 -900, Tract No. 3172, Map Book 32 -90, recorded on February 1, 1941. (see exhibit A; Legal Description); and WHEREAS, pursuant to Government Code § 37350, the City has full authority to dispose of its property for the common benefit; and WHEREAS, Alex Meruelo has agreed to provide valuable consideration pursuant to the terms of a Purchase and Sale Agreement, dated as of June 16, 2015 ( "Sale Agreement "), between the City and Alex Meruelo and attached hereto as Exhibit "B; and WHEREAS, the City Council hereby finds and determines that it is within the authority of the City and for the common benefit of the City that the City approve the sale of the Property for the valuable consideration pursuant to the terms of a Sale Agreement; and WHEREAS, the consideration described in the Sale Agreement is categorically exempt from the California Environmental Quality Act (CEQA) under the Class 4 categorical exemptions enumerated in CEQA Guidelines Section 15304 based on the information contained in the documentation of the project design and associated potential impacts; and WHEREAS, Alex Meruelo has agreed to provide the City with a 5 foot dedication of the Property along Orchard Avenue, pursuant to the terms of the Sale Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The above recitals are true and correct. Section 2. The Sale of the Property is hereby approved Section 3. That pursuant to Government Code 65402, the location, purpose and extent of such disposition have been submitted to and reported upon by the planning agency'as in conformity with the adopted general plan. Section 4. That disposition of the Property is for the common benefit and provides for the orderly development of the Property within the City. Section 5. That said form of Sale Agreement be, and is hereby, approved with such changes as may be approved by the City Manager or Finance Director, said City Manager's or Finance Director's execution thereof to be conclusive evidence of approval of said changes. The City Manager or Finance Director is hereby authorized and directed to execute the Sale Agreement on behalf of the City, with such execution to be attested to by the City Clerk. Section 6. That the City Manager or Finance Director is hereby authorized to take any actions necessary to accomplish the purposes hereof, including, but not limited to, executing the Deed transferring the Property pursuant to the Sale Agreement. Section 7. This Resolution shall take effect and be enforceable immediately upon its adoption. PASSED, APPROVED and ADOPTED this 15th day of September, 2015. ATTEST: Maria Quinonez, City Clerk APPROVED AS TO FORM: \ tv-j A A- M WN David A. Garcia, City Attorney F) APPROVED AS TO CONTENT: iQ J. Arnoldo Beltran, City Manager William Iff.- Stracker, P.E Public Works Director /City Engineer STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 15th day of September, 2015. AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS AND SOLACHE NOES: NONE ABSENT: NONE ►•►2 YMaZrriat�nuino.nez, City Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) CASTRO, HERNANDEZ, I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2015.162 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 15th day of September, 2015. I= EXHIBIT "A" Legal Description of Property UCORDWO RFQLWiT0 BY, AND M I lal RVA)DRDWMAILTI [IS LXX3MIR.trr AMI LOS ANGELES Cotjtq ty Aif,x Mcrudo CALIFOfiNK M0 Ormigethorpe, Ave., S * ijite, 202 0 2 0 90070 )996 13-OWN-11311FI'ARY TRA NSFERTAK' PXMJPT 1'W8 conveyonce transfers the gritnt;)es ruvocable 11 tru-�t. 1191 �Jltefesj into hIs 1 - Assessor's Parml No.: 6177-003.021 TRUSTTRANSFER DEX D �GRANTORP: ALEX ME'RUELO hereby GRANTS) to; - AL131% MERUFLO, Trusicc,'or Ns succtswrs in trust, under the ALEX MERUE LO LIVING TRUST, dated Aupst 6, 1 996, atyj filly nme-ndmoilis thereto, the following dacatd MA PrOpi'tly in the City of 1,yl►wMi, county off'os* Angeles, Stat6 of Cidifornim LOT 974 OF'MAGI'NO, 3172, As PER MAP KPCORDF-b IN M)OK 32, PAGE, 90 OF MAPS, IN THE OFMCR 01,- 11m couNry RK.0RDFR OF SAM COUNTY, E&E—PTIMURE, —FROM THE FMSTt R 1,Y ) 0 FEET, SI)DJECT, HOMTWA to any and all rights, easements, dgl)l of way, licenses, 1-.61 7 .' ? da >clalaticrns, c4v� ^nFants cantlifioaas, rcSlriciian:y, le�rses, raretTactata, lions,tac�a.t�ihrnnC•Cg, tanrl other '• arrattc39 fii.ctinS nr otuuriibcnirt; tiro uso, trrx;t>pa.ncy, Pusskssion ar titio to than prolrerty dcscribccd above, and non- ticiurgncnt city, county, and spcdd district trim.4, levies, and nsstsgnlonts. ')Yle tvnl pi-operiy dvt'wkibui nt >ovP 13 conmlonly lulown as: 120'.iO Long 13(mrch Alqi, Lynwood, CA- Qatcai: August 6, 1996 :flex FAcglele, i C1,0111FIC'A`]r°E OIL ACKNOWLl<:DGIMEN-a' State of Ca.liPora» a ) ) ss. County of Los Angeles ) On August 6, 1996 before mc, MARIO A. `t'APA1* ES, Nomey, per,,%nally appeared AI,B K MERUE1 O, personally known to me (or proved to mo on the basis orsatisfaa toty ©videnro) to 1>0 thv persons) whose llam�(s) isl u'e subscribed tp 1110 within instrtuttent and nektaowledgcd io ml; that helshelthey executed till saarne in ltis/he, /their authorized capacity(ics), aaxl that by his/her /their •'�ignalure(n) on tine instrument the person(s), or the entity upon behalf of which the person( ,q) acted, executed the instrument. WI NTISS my hand and official seal. — ' tc$ Pm, ES cwary Notary Public i • l! Cmrl Eir, ttM 18.14!, 2 0 EXHIBIT "B" Purchase and Sale Agreement AGREEMENT FOR SALE OF CITY -OWNED REAL PROPERTY THIS AGREEMENT is made and entered into by and between the CITY OF LYNWOOD (hereinafter "CITY ") and ALEX MERUELO, Trustee (hereinafter "BUYER ") upon execution by CITY (hereinafter "Effective Date "). WITNESSETH: WHEREAS, CITY is the owner of that certain real property located in the City of Lynwood, County of Los Angeles, State of California, more particularly described in EXHIBIT "A" and depicted in EXHIBIT "B" (hereinafter "PROPERTY ") attached hereto and incorporated herein, and BUYER is the owner of that certain real property adjacent to the PROPERTY; and WHEREAS, pursuant to Government Code § 37350, the CITY has full authority to dispose of its property for the common benefit; and WHEREAS, the City Council has previously found and determined that it is within the authority of the CITY and for the common benefit of the CITY that the CITY approve the sale of the PROPERTY for valuable consideration and paid by BUYER pursuant to the terms of a Purchase and Sale Agreement, dated as of the June 16, 2015 ( "Sale Agreement "), between the CITY and BUYER; and WHEREAS, the consideration described in the. Sale Agreement is categorically exempt from the California Environmental Quality Act (CEQA) under the Class 4 categorical exemptions enumerated in CEQA Guidelines Section 15304 based on the information contained in the documentation of the project design and associated potential impacts; and NOW, THEREFORE, in consideration of their mutual promises, A] covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. Property to be Conveyed. Subject to the provisions of this AGREEMENT, CITY shall transfer and convey to BUYER by Quitclaim Deed in substantially the same form as Exhibit "C ", and BUYER shall purchase and take from CITY, all of CITY's right, title and interest in and to the PROPERTY. BUYER will then provide a 5 foot dedication back to CITY along the PROPERTY on Orchard Avenue by Quitclaim Deed in substantially the same form as Exhibit "D ". 2. Consideration. BUYER shall furnish to CITY, in consideration of CITY's conveyance to BUYER of said PROPERTY the removal and reconstruction of water lines and abandonment of existing fire hydrant assembly (remove valve and restore improvements) along Orchard Avenue. BUYER will also provide a 5 foot dedication back to CITY along the PROPERTY on Orchard Avenue by Quitclaim Deed. Said consideration shall hereinafter be referred to as the "Full Performance ". 3. Start of .Performance. BUYER shall begin construction no later than 10.days after the "Closing Date ", as defined below. By its execution of this AGREEMENT, CITY accepts Full Performance as full compensation for the PROPERTY. 4. Additional Fees and Charges. BUYER shall be responsible for the full payment of escrow, recording fees, documentary transfer taxes, broker .commissions and other fees and 10 charges associated with this transaction. BUYER shall indemnify, defend and hold CITY harmless from and against, and CITY shall have no liability or responsibility for any such fees, costs, taxes, or expenses. 5. Delivery and Recording of Deed and Real Property Taxes. No later than- thirty (30) days from the Effective Date, CITY shall deliver, to the office of the Escrow Holder, a Quitclaim Deed executed by CITY. CITY and BUYER shall deliver, such additional documents and instruments as Escrow Holder may reasonably require in order to close. escrow. The CITY and BUYER shall provide Escrow Holder with their separate instructions for closing escrow consistent with the terms of. this AGREEMENT. The Escrow Holder will close the escrow and record the Quitclaim Deed on such date (the "Closing Date ") as is directed -by CITY in its escrow instructions, but in no event later than fifteen (15) days of delivery of the Quitclaim Deed to the Escrow Holder. Real property taxes and assessments, if any, shall be payable by BUYER from and after the date of recordation of the Quitclaim Deed. 6. Buyer's Sole Remedy for Failure to Convey. In the event that CITY's Quitclaim Deed shall, for any reason, not be sufficient to convey fee title to the PROPERTY on or before the Closing. Date, BUYER shall have the right to terminate: this AGREEMENT, but shall have no other right of action against CITY and shall not be entitled to recover any damages from CITY, and all parties hereby shall return to status quo _ ante. BUYER's agreement to proceed to closing of escrow shall constitute. BUYER's waiver of its right to terminate this AGREEMENT pursuant to this Section 6 or other right of action against CITY in regards to failure to convey fee title. 7. Condition of Title. CITY's right, title and interest in and to the PROPERTY shall be delivered by CITY hereunder subject to all exceptions, encumbrances, liens and restrictions of record and not of record, as of the Closing Date. 11 N 8. AS -IS Condition of Property /BUYER's Due Diligence. BUYER agrees that: i) it is purchasing the PROPERTY "as is" and in reliance on BUYER's own investigation, which it has or will have conducted to its satisfaction prior to the Effective Date, ii) no representations or warranties of any kind whatsoever, express or implied, have been made by CITY regarding the PROPERTY or the legal or physical condition thereof, including without limitation any zoning regulations or other governmental requirements, the existence of "Hazardous Substances" (as defined in Section 9, below) or other site conditions, or any other matters affecting the use, value or condition .of the PROPERTY, and iii) it shall take the PROPERTY in the condition that it is in at the Closing Date. To the extent that CITY has provided to BUYER information or reports regarding the PROPERTY, CITY makes no representations or warranties with respect to the accuracy or completeness thereof. 9. Indemnification and Hold Harmless. BUYER agrees to protect, defend, indemnify and hold harmless, CITY, its officers, employees, or agents, from and against all claims, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (collectively, "Claims ") of any kind whatsoever paid, incurred, suffered or asserted, or related to, on or after the Closing Date directly or indirectly arising from or attributable to conditions on or BUYER's use of the PROPERTY (including BUYER's use of the PROPERTY before the Effective date), including without limitation any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan concerning any Hazardous Substance on, under or about the PROPERTY, regardless of whether undertaken due to governmental action. The foregoing hold harmless and indemnification provision and the following release provision. shall apply to the fullest extent permitted by law, including where such Claim is the result of the act or omission of CITY, its officers, agents or employees. Without limiting the generality of this indemnity and hold harmless provision in 12 any way, this provision is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364 in order to indemnify, defend, protect and hold harmless CITY, its officers, agents or employees for any liability pursuant to such sections. CITY and BUYER agree that for purposes of this AGREEMENT, the term "Hazardous Substance" shall have the definition set forth in EXHIBIT "E ", which is attached to this AGREEMENT and incorporated by reference. BUYER, for itself, its legal representatives and assigns, releases CITY, its officers, agents or employees from any and all Claims that it had, now has, or claims to have, or that any person claiming through them may have, or claim to have, arising out of any use of, or conditions on, the PROPERTY (including, without limitation, uses of or conditions on the Property undertaken or caused by BUYER prior to the Effective Date). 10. General Release. BUYER acknowledges that it has read and understood the following statutory language of Civil Code Section 1542: A general release does not extend to a claim, which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. BUYER elects to assume all risk for Claims heretofore or. hereafter, known or unknown, arising from the subject of this release, . and BUYER knowingly and voluntarily expressly releases the CITY, its officers, agents or employees from all Claims, unknown or unsuspected, arising out of any use of, or conditions on, the PROPERTY. The provisions of Sections 4, 6, 8, 9 and 10 shall survive the close of escrow or earlier termination of this AGREEMENT. 13 11. Binding on Successors. This AGREEMENT inures to the benefit of and is binding on the parties, their respective heirs, personal representatives, successors and assigns. 12 Merger; Entire Agreement. This AGREEMENT supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between CITY and BUYER relating to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to any employee, officer, agent or representative, of either party shall be of any effect unless it is in writing and executed by the party to be bound.thereby. The terms of this AGREEMENT shall not be modified or amended except by an instrument in writing executed by each of the parties hereto. 14. Notices. Any notice which is required to be given, hereunder, or which either party may desire to give to the other, shall be in writing and may be personally delivered or given by mailing the same by registered or certified mail, postage prepaid, addressed as follows: To the BUYER: Alex Meruelo 9550 Firestone Blvd., Suite 105 Downey, CA 90241 Attn. Carlos Losada or to such other place as BUYER may designate by written notice. To the CITY: City of Lynwood 11330 Bullis Road Lynnwood, CA 90262 Attn. City Manager With a Copy to: Office of the City Attorney David Garcia, Esq. 14 316 W. 2nd Street, Ste 1000 Los Angeles, CA 90012 or to such other place as CITY may designate by written notice. 15. Miscellaneous. a. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and the masculine gender shall include the feminine and neuter genders. b. If there be more than one entity designated in or signatory to this Agreement, the obligations hereunder imposed upon BUYER shall be joint and several. C. Time is and shall be of the essence of each term and provision of this Agreement. d. Each and every term, condition, covenant and provision of this Agreement is and shall be deemed to be a material part of the consideration for CITY's entry into this Agreement, and any breach hereof by BUYER shall be deemed to be a material breach. Each term and provision of this Agreement performable by BUYER shall be construed to be both a covenant and a condition. e. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of the State of California. Venue for any proceeding to enforce the provisions of this Agreement shall be in the County of Los Angeles. f. The headings of the several paragraphs and sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or 15 intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. g. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either BUYER or CITY in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement. h. All exhibits and addenda referred to herein, and any exhibits or schedules which may from time to time be referred to in any duly executed amendment hereto, are by such reference incorporated herein and shall be deemed a part of this Agreement as if set forth fully herein. The exhibits to this Agreement are as follows: Exhibit A — Legal Description of PROPERTY Exhibit B — Plat of PROPERTY Exhibit C — Form of Quitclaim Deed Exhibit D — Form of Quitclaim Deed Exhibit E — Hazardous Substances i. This Agreement shall be interpreted and construed only by the contents hereof, and there shall be no presumption or standard of construction in favor of or against either party. j. Days, unless otherwise specified, shall mean calendar days. k. The City Manager, or designee, is authorized to execute, on behalf of the City, deeds and all other documents as may be necessary to 16 effectuate this Agreement and the transfer of property rights herein. WITNESS THE EXECUTION HEREOF on the date of execution by CITY as written below: "CITY" APPROVED AS TO FORM: CITY OF LYNWOOD City Attorney 17 In Name: Title: Date of Execution: "BUYER" a California corporation Name: Title: EXHIBIT "A" Legal Description of Property THE EASTERLY 10 FEET OF LOT 974 OF TRACT NO. 3172 IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 32 PAGE 90 OF NAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 18 61�V= 3 SCALO' �r 5529 •- �_- ..-- !Sb8 °. 1 , r ,Z6 Gr aCJB sr I 87 6 ,97 0 f 013 7 ll /Bl �% 87 S 1.6176 �• _ X97 ., L Li 972 L' 9 m a 97 J l i I �i tiC r�Y cbbE tb�y 6.:29 FOR sREV. ASS!,ff SEE: e 175 -2:i c ORGY. ARD, i 77 --CJt 3 as•� AMA AMA 2-0 ca' i y TRACT NO_ 3172 M. E. 32 — 90 H :C SNr�r: e9a yF -n A5SESSO;�'S rap ZOUNiY OF -OS ANGEI i. GAUF � X 0 0 � O CD W RECORDING REQUESTED BY City of Lynwood WHEN RECORDED MAIL TO: With a copy to: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 EXHIBIT "C" QUITCLAIM DEED (space above for recorder's use only) DOCUMANTARY TRANSFER TAX EXEMPT QUITCLAIM DEED The CITY OF LYNWOOD, of the State of California, hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to ALEX MERUELO, any and all right, title or interest in the following described real property in the City of Lynwood, County of Los Angeles, State of California: See attached Exhibit A, incorporated by reference to this document. IN WITNESS WHEREOF, the Quitclaim has caused this instrument to be executed as of this day of , 2015. BY: ITS: CITY OF LYNWOOD, California 20 EXHIBIT A TO QUITCLAIM DEED LEGAL DESCRIPTION OF PROPERTY THE EASTERLY 10 FEET OF LOT 974 OF TRACT NO. 3172 IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32, PAGE 90 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 21 RECORDING REQUESTED BY City of Lynwood WHEN RECORDED MAIL TO: With a copy to: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 EXHIBIT "D" QUITCLAIM DEED (space above for recorder's use only} QUITCLAIM DEED ALEX MERUELO hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to the City of Lynwood, California, any and all right, title or interest in the 5 foot area along Orchard Avenue in the following described real property in the City of Lynwood, County of Los Angeles, State of California: See attached Exhibit A, incorporated by reference to this document. IN WITNESS WHEREOF, the Quitclaim has caused this instrument to be executed as of this day of .2015. BY: ITS: CITY OF LYNWOOD, California 22 EXI IIBI -1� "A" Legal Description for Roadway Dedication Along the Northerly Line of Orchard Avenue East of I-oncl Beach 130llleVar'd That portion of Lot 97/3 of Tract Map No. 3172, in the City of Lynwood, County of Los Angeles, State of California, as per map filed in Book 32, gage 90, inclusive:, of MaPs, in the Office, of the County Recorder of said County; bounded as follows: Southerly and westerly lines of said Lot 974. Northerly and easterly by a line described as follows: Commencing at the southwest corner of said Lot 974, being the northeast corner of Long Beach Boulevard and Orchard Avenue; thence North 03 °04'00" VVest, 15.00 feet along the easterly line of Long Beach Boulevard, to the True Point of Beginning; nning; thence South 43'03'08" East, 14.14 feet; thence North W5600" East, 130.00 feet; thence South 3 °03'16" East, 5.00 feet, to the northerly ling, of Orchard Avenue, said point being the end of the described line. William Stracker, P.E. 25082 'Date Director of Public Works I City Engineer 23 EXHIBIT A TO QUITCLAIM DEED LEGAL DESCRIPTION OF PROPERTY +� € 8 f 3 Y 1! S r j afld4.a4' to , u) F, 3 -02, t� EXI IIBI -1� "A" Legal Description for Roadway Dedication Along the Northerly Line of Orchard Avenue East of I-oncl Beach 130llleVar'd That portion of Lot 97/3 of Tract Map No. 3172, in the City of Lynwood, County of Los Angeles, State of California, as per map filed in Book 32, gage 90, inclusive:, of MaPs, in the Office, of the County Recorder of said County; bounded as follows: Southerly and westerly lines of said Lot 974. Northerly and easterly by a line described as follows: Commencing at the southwest corner of said Lot 974, being the northeast corner of Long Beach Boulevard and Orchard Avenue; thence North 03 °04'00" VVest, 15.00 feet along the easterly line of Long Beach Boulevard, to the True Point of Beginning; nning; thence South 43'03'08" East, 14.14 feet; thence North W5600" East, 130.00 feet; thence South 3 °03'16" East, 5.00 feet, to the northerly ling, of Orchard Avenue, said point being the end of the described line. William Stracker, P.E. 25082 'Date Director of Public Works I City Engineer 23 a EXHIBIT "E" Hazardous Substances For the purpose of this AGREEMENT, "HAZARDOUS MATERIALS" shall mean any and all: (a) substances, products; by- products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws; (b) materials; substances, products, by- products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by- products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any, state or federal court; and, (c) substances, products, by- products, wastes or other materials. which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational, health, safety and /or general welfare conditions, including without limitation, petroleum and /or asbestos materials, products, by- products, or waste. For the purposes of this AGREEMENT, "ENVIRONMENTAL LAWS" shall - mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and /or rules now or hereinafter in effect, as may be amended from time to time, and all implementing, regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards: of conduct or performance relating to industrial hygiene, occupational, health, and /or safety conditions, environmental conditions, or exposure to, contamination by, or clean -up of, any and all Hazardous Materials, including without limitation, all federal or state superlien or environmental clean -up. 24 Purchase and Sale Agreement AGREEMENT FOR SALE OF NOV 12 2015 CITY -OWNED REAL PROPERTY C �;,Y<�WRKS 'rY OF LYMWOOD t,ex tj�eia l -40o)q OFFICE THIS AGREEMENT is made nd entered into by and between the CITY OF LYNWOOD (hereinafter "CITY ") and , (hereinafter "BUYER ") upon execution by CITY (hereinafter "Effective Date "). WITNESSETH: WHEREAS, CITY is the owner of that certain real property located in the City of - Lynwood, County of Los Angeles, State of California, more particularly described in EXHIBIT "A" and depicted in EXHIBIT "B" (hereinafter "PROPERTY ") attached hereto and incorporated herein, and BUYER is the owner of that certain real property adjacent to the PROPERTY; and WHEREAS, pursuant to Government Code § 37350, the CITY has full authority to dispose of its property for the common benefit; and WHEREAS, the City Council has previously found and determined that it is within the authority of the CITY and for the common benefit of the CITY that the CITY approve the sale of the PROPERTY for valuable consideration and paid by BUYER pursuant to the terms of a Purchase and Sale Agreement, dated as of the September 15, 2015 ( "Sale Agreement "), between the CITY and BUYER; and WHEREAS, the planning agency has previously prepared a report indicating that the disposition of the PROPERTY conforms with the General Plan, pursuant to Government Code § 65402(a). WHEREAS, the consideration described in the Sale Agreement is categorically exempt from the California Environmental Quality Act (CEQA) under the Class 4 categorical exemptions enumerated in CEQA Guidelines Section 15304 based on the information contained in the documentation of the project design and associated potential impacts; and 1 NOW, THEREFORE, in consideration of their mutual promises, covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. Property to be Conveyed. Subject to the provisions of this AGREEMENT, CITY shall transfer and convey to BUYER by Quitclaim Deed in substantially the same form as Exhibit "C ", and BUYER shall purchase and take from CITY, all of CITY's right, title and interest in and to the PROPERTY. BUYER will then provide a 5 foot dedication back to CITY along the PROPERTY on Orchard Avenue by Quitclaim Deed in substantially the same form as Exhibit "D ". 2. Consideration. BUYER shall furnish to CITY, in consideration of CITY's conveyance to BUYER of said PROPERTY the removal and reconstruction of water lines and abandonment of existing fire hydrant assembly (remove valve and restore improvements) along Orchard Avenue. BUYER will also provide a 5 foot dedication back to CITY along the PROPERTY on Orchard Avenue by Quitclaim Deed. Said consideration shall hereinafter be referred to as the "Full Performance ". 3. Start of Performance. BUYER shall begin construction no later than 10 days after the "Closing Date ", as defined below. By its execution of this AGREEMENT, CITY accepts Full Performance as full compensation for the PROPERTY. 4. Additional Fees and Charges. BUYER shall be responsible for the full payment of escrow, recording fees, documentary transfer taxes, broker commissions and other fees and charges associated with this transaction. BUYER shall indemnify, defend and hold CITY harmless from and against, and CITY shall have no liability or responsibility for any such fees, costs, taxes, or expenses. z 5. Delivery and Recording of Deed and Real Property Taxes. No later than thirty (30) days from the Effective Date, CITY shall deliver, to the office of the Escrow Holder, a Quitclaim Deed executed by CITY. CITY and BUYER shall deliver such additional documents and instruments 'as Escrow Holder may reasonably require in order to close escrow. The CITY and BUYER shall provide Escrow Holder with their separate instructions for closing escrow consistent with the terms of this AGREEMENT. The Escrow Holder will close the escrow and record the Quitclaim Deed on such date (the "Closing Date ") as is directed by CITY in its escrow instructions, but in no event later than fifteen (15) days of delivery of the Quitclaim Deed to the Escrow Holder. Real property taxes and assessments, . if any, shall be payable by BUYER from and after the date of recordation of the Quitclaim Deed. 6. Buyer's Sole Remedy for Failure to Convey. In the event that CITY's Quitclaim Deed shall, for any reason, not be sufficient to convey fee title to the PROPERTY on or before the Closing Date, BUYER shall have the right to terminate this AGREEMENT, but shall have no other right of action against CITY and shall not be entitled to recover any damages from CITY, and all parties hereby shall return to status quo ante. BUYER's agreement to proceed to closing of escrow shall constitute BUYER's waiver of its right to terminate this AGREEMENT pursuant to this Section 6 or other right of action against CITY in regards to failure to convey fee title. 7. Condition of Title. CITY's right, title and interest in and to the PROPERTY shall be delivered by CITY hereunder subject to all exceptions, encumbrances, liens and restrictions of record and not of record, as of the Closing Date. 8. AS -IS Condition of Propertv /BUYER's Due Diligence. BUYER agrees that: i) it is purchasing the PROPERTY "as is" and in reliance on BUYER's own investigation, which it has or will have conducted to its satisfaction prior 3 to the Effective Date, ii) no representations or warranties of any kind whatsoever, -- - express or implied, have been made by CITY regarding the PROPERTY or the legal or physical condition thereof, including without limitation any zoning regulations or other governmental requirements, the existence of "Hazardous Substances" (as defined in Section 9, below) or other site conditions, or any other matters affecting the use, value or condition of the PROPERTY, and iii) it shall take the PROPERTY in the condition that it is in at the Closing Date. To the extent that CITY has provided to BUYER information or reports regarding the PROPERTY, CITY makes no representations or warranties with respect to the accuracy or completeness thereof. 9. Indemnification and Hold Harmless. BUYER agrees to protect, defend, indemnify and hold harmless, CITY, its officers, employees, or agents, from and against all claims, response costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (collectively, "Claims ") of any kind whatsoever paid, incurred, suffered or asserted, or related to, on or after the Closing Date directly or indirectly arising from or attributable to conditions on or BUYER's use of the PROPERTY (including BUYER's use of the PROPERTY before the Effective Date), including without limitation any repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan concerning any Hazardous Substance on, under or about the PROPERTY, regardless of whether undertaken due to governmental action. The foregoing hold harmless and indemnification provision and the following release provision shall apply to the fullest extent permitted by law, including where such Claim is the result of the act or omission of CITY, its officers, agents or employees. Without limiting the generality of this indemnity and hold harmless provision in any way, this provision is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364 in order to indemnify, defend, protect and hold harmless CITY, its officers, agents or employees for any liability pursuant to such sections. CITY and BUYER agree that for purposes of this AGREEMENT, the term "Hazardous Substance" shall have the definition set forth in EXHIBIT "E ", which is attached to this AGREEMENT and incorporated by reference. BUYER, for itself, its 4 legal representatives and assigns, releases CITY, its officers, agents or employees from any and all Claims that it had, now has, or claims to have, or that any person claiming through them may have, or claim to have, arising out of any use of, or conditions on, the PROPERTY (including, without limitation, uses of or conditions on the Property undertaken or caused by BUYER prior to the Effective Date). 10. General Release. BUYER acknowledges that it has read and understood the following statutory language of Civil Code Section 1542: A general release does not extend to a claim, which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. BUYER elects to assume all risk for Claims heretofore or hereafter, known or unknown, arising from the subject of this release, and BUYER knowingly and voluntarily expressly releases the CITY, its officers, agents or employees from all Claims, unknown or unsuspected, arising out of any use of, or conditions on, the PROPERTY. The provisions of Sections 4, 6, 8, 9 and 10 shall survive the close of escrow or earlier termination of this AGREEMENT. 11. Binding on Successors. This AGREEMENT inures to the benefit of and is binding on the parties, their respective heirs, personal representatives, successors and assigns. 12 Merger; Entire Agreement. This AGREEMENT supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between CITY and BUYER relating to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party shall be of any effect unless it is in 5 writing and executed by the party to be bound thereby. The terms of this AGREEMENT shall not be modified or amended except by an instrument in writing executed by each of the parties hereto. 14. Notices. Any notice which is required to be given hereunder, or which either party may desire to give to the other, shall be in writing and may be personally delivered or given by mailing the same by registered or certified mail, postage prepaid, addressed as follows: To the BUYER: J*t/14 In 46&-b iq 6�_&z 1AV Pk 1k 9550 Firestone Blvd., Suite 105 Downey, CA 90241 or to such other place as BUYER may designate by written notice. To the CITY: City of Lynwood 11330 Bullis Road Lynnwood, CA 90262 Attn. City Manager With a Copy to: Office of the City Attorney David Garcia, Esq. 316 W. 2nd Street, Ste 1000 Los Angeles, CA 90012 or to such other place as CITY may designate by written notice. 15. Miscellaneous. a. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and the masculine gender shall include the feminine and neuter genders. b. If there be more than one entity designated in or signatory to this Agreement, the obligations hereunder imposed upon BUYER shall be It joint and several. C. Time is and shall be of the essence of each term and provision of this Agreement. d. Each and every term, condition, covenant and provision of this Agreement is and shall be deemed to be a material part of the consideration for CITY's entry into this Agreement, and any breach hereof by BUYER shall be deemed to be a material breach. Each term and provision of this Agreement performable by BUYER shall be construed to be both a covenant and a condition. e. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of the State of California. Venue for any proceeding to enforce the provisions of this Agreement shall be in the County of Los Angeles. f. The headings of the several paragraphs and sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. g. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either BUYER or CITY in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement. h. All exhibits and addenda referred to herein, and any exhibits or schedules which may from time to time be referred to in any duly executed amendment hereto, are by such reference incorporated herein and shall be deemed a part of this Agreement as if set forth fully herein. effectuate this Agreement and the transfer of property rights herein. WITNESS THE EXECUTION HEREOF on the date of execution by CITY as written below: APPROVED AS TO F RM: 1 � City Attorney ! "CITY" CITY OF LYNWOOD B� ame: Title: Date of Execution: "BUYER" Name: ALC—V Title: EXHIBIT "A" Legal Description of Property THE EASTERLY 10 FEET OF LOT 974 OF TRACT NO. 3172 IN THE CITY OF LYNWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32 PAGE 90 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COU &TY. EXHIBIT "A" Legal Description of Property .... .. . L" 96 :4td '19 A 11-TAX VrNITHVITS W: D D S' ?DE vs ffi-IEF 0 Ll N RE 01 1 LooANGUES GUfdiY Alex Mcruclo CALIFORNIA 700 Omlgctlloqx, Avc., Suite, 202 - 1:0-1 pfo AUG 20 1996 Mimi 11wk, CA. 906917 FV-E $10 V 1-7 oc trangrors Ille gmntoes interesi into 111p revocable 11 t trust. R O Assessar'sPHr(ml No. G177 -<003 -021 71 MEM TRUST TRANSFER DEED ALEX m.L-'KUFL0 hereby GRANI'(S)to: - AIX-X MEMUFLO, Trusice, or his s,.jw4sWrs in tnt.qt, tinder the ALEX MEIRUL-1-0 LIVING TRUST, (hited August G, 1996, and filly amendments thereto, the following dactibcd rea"I probe rly in the City Of 11Y11WO", C0110ty Of &M' Angel u, Stw of California: LOT 974 OF TRACT No, 3172., AS PHR MAP KKORDED IN J QOK 32, PAGE, 90 OF MAPS, INTHE 0 M-0-3 01z ITTE COUNrY RPCOURR OF SAW COUNTY, THE EA STBRLY 10 FEET, SUBJECT, 11101WP�VER, to any and all rights, casements, rig1j, ©, Way, licenses, 7 �� � S�C�v }4�.I�i1S)i7J� CUV�;n�.3)t.°a� Ctltl{IiflQil9, r!'ftliCtf(71"1;i, 1tdl.ie3, fla,&"j,YG�977�r11 "a, �1�I }�, �iICt1S71�S�jn�Z„g, �j�F� C711i�'r araattcra Abctinjl or cncura�lrcii.iaft tlao use, crrstsu1)5.116y, lrtasscssian Or titlo to tho prolra;rty lest -t ed above, and non- del4iquent city, county, and spedd dhRlriot laxe;a, levies, narii asw5sramts. . `Atari M-01 laa°taInNy tic- atrlttul i)bove is 1:01111 *aonly Itrarjrm ns; 126'.io TAng Beach . •Iv 3., ]f rynw ",d, 17ratrcl: August 6, 1996 (h] ex 1'llorrae)o 4;-EATIFICA`A' (OF ACK'TIOWIlEItGti>fTr NT state of California ) ss. County of'Loa kfI4Releq ) ()n August 6, 1996 before are, MARIO .A, TA1'A1' H9, NouLry, personally appeared AI EX IV ERUELO, personally knovm to me (or proved to m€a on tho basis onzatisfactoty evidence) to is thrtl ra(q} wlrnst: aaarurr(s} 'tJtrre subsrajl l to 1130 within i.nslntrnent and Rcknorvlec pd to me that helshetthey executed (lie shine bi limier /their xuthoriW Wtaclty(ies), awl llwt by his/her /thoir "09ftaltrte(s) oar the instrument Ilia person(s), or the entity upon belarrlf of which the person {) acttxl, executed the instR7nient, !?d17 NT,,'SS my hand and official seal. �nn�tio A w At r AKS ` r %f'� 4 CCt'ttS 9SCi9fDa C a;Z7ihRY Ft1f3tAlu6oFlik� t03 PM, E3 COUM Noiary Public L »' 6W Ccwxt EIN Sta t8.1415 {{ . y I 2 G J.347679 6, 17 7 Z� – —E 0 1 L7EUcUID r- - !. " 6/-c- > 97 617 6) C:), 1-100.'. 60fltl lzili!9 C"ARID, 1 -7 -7 DO 17 : \f C? i<3<q 4✓ .1 S q —Ilc,'7 TRACT NO- 3172 M. B. 32 - 90 "ZSCSSOR s V. FOR PREY. ASS.1r OUIM' OF '-OC ANG111 f 17c, ­t, r+ >< 0 M 0 U n CD RECORDING REQUESTED BY City of Lynwood WHEN RECORDED MAIL TO: With a copy to: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 MAIL TAX STATEMENTS TO: Name: Title: Address: City, CA 94566: EXHIBIT "C" QUITCLAIM DEED (space above for recorder's use only) Document transfer tax is Computed on full value of property conveyed City Transfer tax is Signature of declarant QUITCLAIM DEED The CITY OF LYNWOOD, of the State of California, hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to MERONA ENTERPRISES, INC., any and all right, title or interest in the following described real property in the City of Lynwood, County of Los Angeles, State of California: See attached Exhibit A, incorporated by reference to this document. IN WITNESS WHEREOF, the Quitclaim has caused this instrument to be executed as of this day of , 2015. CITY OF LYNWOOD, California Oze EXHIBIT A TO QUITCLAIM DEED LEGAL DESCRIPTION OF PROPERTY THE EASTERLY 10 .FEET OF LOT 974 OF TRACT NO. 3172 IN THE CITY OF LYNWOOD., COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 32, PAGE 90 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 21 EXHIBIT "D" QUITCLAIM DEED RECORDING REQUESTED BY City of Lynwood WHEN RECORDED MAIL TO: With a copy to: City of Lynwood 11330 Bullis Road Lynwood, CA 90262 (space above for recorder's use only) MAIL TAX STATEMENTS TO: Document transfer tax is Computed on full value of property conveyed City Transfer tax is Name: Title: Address: City, CA 94566: QUITCLAIM DEED Signature of declarant MERONA ENTERPRISES, INC. hereby REMISES, RELEASES AND FOREVER QUITCLAIMS to the City of Lynwood, California, any and all right, title or interest in the 5 foot area along Orchard Avenue in the following described real property in the City of Lynwood, County of Los Angeles, State of California: See attached Exhibit A, incorporated by reference to this document. IN WITNESS WHEREOF, the Quitclaim has caused this instrument to be executed as of this day of , 2015. CITY OF LYNWOOD, California 22 EXHIBIT A TO QUITCLAIM DEED LEGAL DESCRIPTION OF PROPERTY UE (',ify �_A(er;f.tny C'�Ga(�enJc�s + q � � � ► 11330 BULLIs r?0:10 12MV.10M), C'•ALIFOHN'lA 80262 (310) 603 -0220 EXHIBIT "A" Lergai Description for Roadway Dedication Along the Northerly Line of Orchard Avenue East of Long Beach Boulevard That portion of Lot 974 of Tract Map No. 3172, in the City of Lynwood, County of Los Angeles, State of California, as per map filed in Book 32, Page 90, inclusive, of Maps, in the Office of the County Recorder of said County, bounded as follows: Southerly and westerly lines of said Lot 974. Northerly and easterly by a line described as follows: Commencing at the southwest corner of said Lot 974, being the northeast corner of Long Beach Boulevard and Orchard Avenue; thence North 03 004'00" West, 15.00 feet along the easterly line of Long Beach Boulevard, to the True Point of Beginning; thence South 48 003'08" East, 14.14 feet; thence North 86 °56'00" East, 130.00 feet; thence South 3 °03'16" East, 5.00 feet, to the northerly line of Orchard Avenue, said point being the end of the described line. William Stracker, P.E. 25082 Director of Public Works t City Engineer 23 f t EXHIBIT "E" Hazardous Substances. For the purpose of this AGREEMENT, "HAZARDOUS MATERIALS" shall mean any and all: (a) substances, products, by- products, waste, or other materials of any nature or kind whatsoever which is or becomes listed, regulated or addressed under any Environmental Laws; (b) materials, substances, products, by- products, waste, or other materials of any nature or kind whatsoever whose presence in and of itself or in combination with other materials, substances, products, by- products, or waste may give rise to liability under any Environmental Law or any statutory or common law theory based on negligence, trespass, intentional tort, nuisance, strict or absolute liability or under any reported decisions of any state or federal court; and, (c) substances, products, by- products, wastes or other materials which may be hazardous or harmful to the air, water, soil, environment or affect industrial hygiene, occupational, health, safety and /or general welfare conditions, including without limitation, petroleum: and /or asbestos materials, products, by- products, or waste. For the purposes of this AGREEMENT, "ENVIRONMENTAL LAWS" shall mean and include all federal, state, and local laws, statutes, ordinances, regulations, resolutions, decrees, and /or rules now or hereinafter in effect, as may be amended from time to time, and all implementing regulations, directives, orders, guidelines, and federal or state court decisions, interpreting, relating to, regulating or imposing liability (including, but not limited to, response, removal, remediation and damage costs) or standards of conduct or performance relating to industrial hygiene, occupational, health, and /or safety conditions, environmental conditions, or exposure to, contamination by, or clean -up of, any and all Hazardous Materials, including without limitation, all federal or state superlien or environmental clean -up. 24