HomeMy Public PortalAbout09 8.G. Approval of Purchase and Sale Agreement for 5922 Primrose AvenueDATE:
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
December 3, 2013
The Honorable City Council
Jose E. Pulido, City Manage fl
By: Giselle Corella, Executive Assistant to the City Manag ~
AGENDA
ITEM 8.G.
SUBJECT: APPROVAL OF THE PURCHASE AND SALE AGREEMENT OF 5922
PRIMROSE AVENUE [APN: 8587-014-021] AND RATIFICATION OF THE
CITY MANAGER'S EXECUTION THEREOF
RECOMMENDATION:
The City Council (Council) is requested to :
a) Approve the form and terms of the Purchase and Sale Agreement (PSA) of 5922
Primrose Avenue [APN : 8587-014-021] and the terms thereof;
b) Ratify the City Manager's execution of the PSA (Attachment "A") as being
consistent with the direction given to the City Manager by the City Council; and
c) Appropriate $1,250,000 from the City's Economic Development Fund Reserve for
the purchase of the property 5922 Primrose Avenue [APN: 8587-014-021 ].
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, 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).
3 . In June 2012, Council approved an $8 million Economic Development Fund
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 and 5800 Temple City Boulevard $1,050,000.
4. On November 20, 2012, after numerous workshops involving the community and
City Council
December 3, 2013
Page 2 of 3
City commiSSions, 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 Avenue was identified as an opportunity site for future downtown parking
supply, given its location adjacent to the Las Tunas corridor.
5. On May 13, 2013, the owner of 5922 Primrose Avenue solicited the City's interest
to purchase the property; City staff had not previously contacted the owner
regarding the potential for purchasing the property.
6. On May 21, 2013, Council (in closed session) discussed the purchase of 5922
Primrose Avenue, and gave direction to the City Manager and City Attorney.
7. In June 2013, Council approved the Fiscal Year (FY) 2013-14 City Budget. Council
appropriated Economic Development Fund Reserve monies for the following
projects: General Plan Update $750,000; Las Tunas/Rosemead Specific Plan
$650,000; Economic Development Strategy Implementation $25,000; and Five-
Year Strategic Plan $40,000. Given these projects, the June 2014 Economic
Development Fund Reserve balance is estimated at $4.485 million.
8. In June 2013, City representatives (i.e., City Manager and City Attorney) and the
property owner negotiated terms and conditions for the property acquisition as
contained in the Draft Purchase and Sale Agreement
9. On July 1, 2013, Council gave further direction to the City Manager to include a
$25,000 budget appropriation to move forward with an appraisal and
environmental review of the Primrose Property.
10. From July to October 2013, City representatives and the property owner further
negotiated terms and conditions for the property acquisition as contained in the
Purchase and Sale Agreement
11. On October 1, 2013, the City Council reviewed in closed session and generally
consented to the terms of the attached Agreement of Purchase and Sale Under
Threat of Eminent Domain and Joint Escrow Instructions for 5922 Primrose
Avenue [APN: 8587-014-021] (Purchase and Sale Agreement); the Council further
directed the City Manager to move the purchase forward. The City Council was
informed that the Purchase and Sale Agreement would return for their formal
approval at a future City Council meeting.
12. On October 16, 2013, the Purchase and Sale Agreement, with the terms approved
by the City Council, was executed by the seller and City Manager. The Purchase
and Sale Agreement now needs to be approved by the City Council so that it can
be legally binding on the City and the property can be transferred to the City.
City Council
December 3, 2013
Page 3 of 3
ANALYSIS:
Over the past year as opportunities have arisen, staff has been diligent in implementing
recommendations of the Downtown Parking Strategic Plan. 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 Primrose Property is adjacent to a City owned building and parking lot,
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.
The purchase of the property at 5922 Primrose Avenue is in the interest of the City's
economic development and in furtherance of the Downtown Parking Strategic Plan.
The City Council has approved in general the terms of the Purchase and Sale
Agreement, but Council approval of the agreement in open session is required for the
agreement to become binding on the City, and an appropriation of funds for the
purchase needs to be formally made by the Council. City staff is moving forward with
the appraisal and environmental review of the property (as evidenced by the City
Council's consideration of a companion item related to the environmental review) and
escrow is due to close on January 24, 2014.
CONCLUSION:
The City Council is requested to review and approve the form and terms of the
Purchase and Sale Agreement; to ratify the City Manager's execution of the agreement
in October as being consistent with the direction and authority granted to him by the City
Council; and to make the necessary budget appropriation of $1 ,250,000 to allow the
5922 Primrose Avenue [APN: 8587-014-021] property to be purchased by the City as
the intended close of escrow is January 24, 2014.
FISCAL IMPACT:
Given the listed projects (i.e., Rosemead Boulevard Enhancement Project, 5800
Temple City Bvd., etc.) that are in the pursuit of economic development, the June 2014
Economic Development Fund Reserve balance is estimated at $4.485 million. Should
the Council approve use of funds to purchase the 5922 Primrose Avenue property, the
adjusted Economic Development Reserve balance at fiscal year-end is projected at
$3.235 million.
ATTACHMENTS:
A. Agreement of Purchase and Sale Under Threat of Eminent Domain and Joint
Escrow Instructions for 5922 Primrose Avenue [APN: 8587-014-021]
ATTACHMENT "A"
AGREEMENT OF PURCHASE AND SALE
UNDER THREAT OF EMINENT DOMAIN
AND
JOINT ESCROW INSTRUCTIONS
[APN: 8587-014-021]
SELLER:
Avedik and Aznive Simonian Trust
and Hagop Simonian Trust
1117 Promontory Place
West Covina, California 91791
Phone: (626) 482-9776
ESCROW AGENT:
Chicago Title Company
Attn: Patricia Schlageck, Escrow Officer
700 South Flower Street, Suite 800
Los Angeles, California 90017
Tel: (213) 488-4300
Fax: (213) 612-4110
BUYER:
City of Temple City
Attn: City Manager
9701 Las Tunas Drive
Temple City, California 91780
Phone: (626) 285-2171
Fax: (626) 285-8192
Escrow No.:
Opening Date: __ _
Closing Date: ___ _
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (the "Agreement') is dated October 16, 2013, for reference, and is
hereby entered into by and between Avedik and Aznive Simonian Trust. and Hagop
Simonian Trust ("Seller") and the CITY OF TEMPLE CITY, a charter law city and
municipal corporation ("Buyer") as follows:
RECITALS
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. Buyer's City Council has determined that the Property is located within the
City's downtown area, that purchase of the Property is for the purpose of protecting and
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improving the health, welfare, and economic interests of the City and its residents and
business owners, and that, therefore, Buyer is authorized to purchase the Property.
D. Buyer has represented to Seller that absent the successful completion of
the negotiated sale and purchase of the Property pursuant to this Agreement, Buyer's
senior staff would recommend that Buyer's City Council initiate any and all necessary
proceedings for the acquisition of the Property, together with all improvements thereon,
pursuant to the City's powers of eminent domain.
E. Buyer's use of the powers of eminent domain would be consistent with
Buyer's power to acquire property necessary for the economic development of the City
pursuant to Section 2951 of its Municipal Code, as well as its power to acquire property
for the purpose of parking automobiles pursuant to California Government Code §
37353.
F. Buyers representations regarding the need for this Agreement to be
entered into so that the parties may avoid condemnation litigation and Seller's
accidence thereto results in this Agreement being entered into by Seller under threat of
eminent domain.
G. For good and valuable consideration, the receipt and adequacy of which
are acknowledged, the parties agree as follows:
DEFINITIONS
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 charter law 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 sixtieth (6oth) 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.
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Due Diligence Date. Shall mean the thirtieth (30th) business day from and after
the Opening of Escrow by which time the Buyer shall have completed its due diligence
as provided in Article Ill [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's City Council or City
Manager.
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, el 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
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
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(iv) polychlorinated biphenyls (PCB}, radon gas, urea formaldehyde, asbestos,
and lead.
Phase I ESA. Shall mean a "Phase I Environmental Site Assessment"
performed and prepared in accordance with, and at a minimum conforming 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 and prepared in accordance with, and at a minimum conforming 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
Avenue, in the City of Temple City, County of Los Angeles, State of California,
consisting of approximately 9,275 square feet (0.21 acres}, 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.
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 the Avedik and Aznive Simonian Trust, a California trust and
the Hagop Simonian Trust, a California trust, tenants in common.
AGREEMENT
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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:
ARTICLE I PURCHASE AND SALE OF PROPERTY.
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 two hundred fifty thousand dollars and no cents ($1 ,250,000.00) ("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.
ARTICLE II ESCROW AND CONDITIONS OF CLOSING.
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.
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 sixtieth (60th) day from and after the
Opening of Escrow, unless an extension is mutually agreed upon by the parties.
2.3. Escrow Agent. 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) Pay 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 to each entity constituting the Seller in equal parts, make
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disbursement of 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
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) Legal 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 comm·lssion to, or allocating any
portion of the Purchase Price to, any broker or sales agent of Seller.
{c) Recording 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.
{cl) 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
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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 costof the CLTA
policy of title insurance to be delivered to Buyer. Buyer shall pay the additional cost of
any special endorsement to the CL TA 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, 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
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
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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. Buyer's Conditions of Closing. 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
CL TA 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 Chicago 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 and the parties executing the amendment to this Agreement, if
one is necessary, anticipated by Section 3. 1.3 [Buyer's Duty to Amend this Agreement].
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. Delivery of Instruments. Seller having deposited into escrow
the executed, duly notarized, and recordable Grant Deed, and any other documents,
instruments, or statements requiring Seller's execution, in the time required under this
Agreement.
2.8.5. Delivery of Leases and Estoppel Certificates. Seller having
deposited into escrow or otheJWise delivered to Buyer copies of the five (5) existing
leases of individual units in the Property identified by Section 4.2.6 of this.Agreement,
along with certificates executed by each tenant agreeing to or certifying the following: (i)
the tenant's lease is in full force and effect and has not been assigned, modified,
supplemented or amended; (ii) all conditions under the lease to be performed by the
Seller have been satisfied; (iii) any required contributions by the Seller to the tenant on
account of the tenant's improvements have been received by the tenant; (iv) there are
no existing claims, defenses or offsets which the tenant has against the enforcement of
the lease by the Seller; (v) whether any rent or related payment obligation has been
paid more than one month in advance; and (vi) whether any security has been
deposited with the landlord.
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, other
than the five (5) existing leases of individual units in the Property identified by Section
4.2.6 of this Agreement subject to which Buyer shall take the Property, as of the Close
of Escrow. Nothing in this section or otheJWise in this Agreement creates, or shall be
deemed to create, any right or tenancy in such persons with regard to the ~roperty or
compensation not otheJWise provided under California law.
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2.9. Seller's Conditions of Closing. 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.
ARTICLE Ill DUE DILIGENCE.
3.1. Condition of Title.
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
(1 0) 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 Close of Escrow. 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, 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; or (ii) waive its
disapproval of the exception(s) and accept title to the Property subject· to the
Disapproved Exception(s).
3.1.3. Buyer's Duty to Amend this Agreement. Upon receipt of the
Preliminary Title Report and learning what the full legal status of the Seller is (i.e., the
full legal names of the trusts and which trustees must execute this Agreement for the
Property to be legally transferred to Buyer), Buyer shall amend this Agreement if
necessary to ensure that the Agreement complies with all legal requirements for the
transfer of the Property. Seller agrees to execute said amendment to this Agreement
upon five (5) days of Buyer presenting it to seller, so as not to unduly delay the Close of
Escrow.
3.2. Property Conditions.
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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 (including but not
limited to the five (5) existing leases of individual units in the Property identified by
Section 4.2.6 of this Agreement), 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. As part of its investigation, Buyer may, at its sole
cost and expense, and in its .sole and absolute discretion, obtain a Phase I ESA, Phase
II ESA, or other such studies, reports, or investigations as it deems necessary. On or
before the Due Diligence Date, Buyer shall notify Seller in writing ("Buyer's Property
Condition Notice") of Buyer's approval or disapproval, in Buyer's sole and absolute
discretion, of the Property Conditions. In the event Buyer has specifically disapproved
any Property Conditions, Buyer's Property Condition Notice shall include one of the
following: (i) for a minor Property Condition, defined for purposes of this section as
being able to be resolved for an estimated amount of one thousand five hundred dollars
($1 ,500.00) or less, a request that Seller immediately commence actions to remedy and
correct the disapproved minor Property Condition; or (ii) for any Property Condition not
considered "minor," either a waiver of its objection to the condition and agreement to
take the property subject to same or a notification that Buyer elects to cancel the escrow
and terminate the Agreement without penalty to Buyer. In the event that Buyer has
requested Seller to remedy and correct a disapproved minor Property Conditions, Seller
shall promptly commence curative action. In the event that Seller has been unable to
remedy or correct any disapproved minor Property Condition by Close of Escrow, 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.
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 II ESA, or other studies reasonably necessary
to evaluate the Property Conditions, which studies, surveys, investigations, and tests
shall be done at Buyer's sole cost and expense. Buyer shall indemnify, defend, and
LA #4852-9415-24 70 v2 -I 0-
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.
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 lndemnitees. 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.
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. Leases Currently Affecting the Property. There exist five (.5)
leases currently in place for individual units on the Property. Buyer agrees to take the
Property subject to these five (5) leases. Other than the foregoing five (5) leases and
except as heretofore disclosed in writing by Seller to Buyer, Seller represents and
LA #4852-9415-2470 v2 -11-
warrants that 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.
4.2.7. Property Free of Possession. Excepting the five (5) leases
identified in Section 4.2.7, 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, it 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. Buyer's Representations etc. Buyer expressly makes the following
representations, warranties, and covenants:
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. ·
ARTICLEV MISCELLANEOUS.
5.1. Non-liability of Buyer's Officials and Employees. No board member,
official, consultant, attorney, or employee of the Buyer or Seller shall be personally
LA #4852-9415-2470 v2 -12-
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.
5.3. Wajver of Claims.
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
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 extend to claims
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.
LA #4852-9415-2470 v2 -13-
Seller's Initials: ;J_ 5 • Seller's Initials: /f, 2 '
5.4. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
5.5. Attorney'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 each party in the Action shall bear its own
Litigation Expenses (as defined herein). For purposes of this section, "Litigation
Expenses" includes all costs and expenses related to the Action.
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. Severability. 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.
5.8. 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 (e.g., Buyer), the Agreement shall be administered and
executed by the City 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 Agency funds. All other changes, modifications, and amendments shall
require the prior approval of the Agency Board.
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 faxed to the fax number listed herein
followed by dispatch as above described. Such written notices, demands, and
communications rnay be sent in the same manner to such other addresses as e'ither
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.
LA #4852-94l5-2470 v2 -14-
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.
LA #4852·9415"2470 v2 -15-
IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement
on the date and year first-above written.
"SELLER"
Avedik Simonian, as Trustee of the Avedik and Aznive Simonian Trust
"BUYER"
CITY OF TEMPLE CITY
/"""/
Jose Pulido(!t~::nager
APPROVED AS TO FORM:
E"~-
LA#4852·9415-2470 v2 -16-
ATIACHMENT "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.
LA #4852-9415-2470 v2 -1-
Recording Requested by:
and after recordation mail to:
City of Temple City
9701 Las Tunas Drive
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 TEMPLE CITY REDEVELOPMENT AGENCY 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 TEMPLE CITY REDEVELOPMENT AGENCY
BY: Jose Pulido
ITS: City Manager
DATED:---------
FOR VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, AVEDIK AND AZNIVE SIMONIAN TRUST, AND HAGOP
SIMONIAN, a trust, hereby grants to CITY OF TEMPLE CITY, a charter law city and
municipal corporation (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 August, 2013.
LA #4852-9415-2470 v2 -1-
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by grant deed dated October
16, 2013 from AVEDIK AND AZNIVE SIMONIAN TRUST, AND HAGOP SIMONIAN, a
trust, to the City of Temple City, a charter law city and municipal corporation, is hereby
accepted by the undersigned officer on behalf of the City of Temple City pursuant to the
authority conferred on him on by the City Council of the City of Temple
City, and the grantee hereby consents to recordation thereof by its duly authorized
officer.
Dated: October 16, 2013
ATTEST
By:
=--~-~~~------Peggy Kuo, City Clerk
LA #4852-9415-2470 v2
By: -:----::c-c:-:--=--:-:---
Jose Pulido, City Manager,
City of Temple City
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