COMMITTEE
ORGANIZATION
DATES/TIMES
MEETING
2026
APPOINTEES
NATIONAL LEAGUE OF CITIES Primary: Ramoso
Alt: Manalo
LEAGUE OF CALIFORNIA CITIES Primary: Ahir
Alt: Taj
CALIFORNIA CONTRACT CITIES Primary: Trevino
Alt: Manalo
SOUTHERN CALIFORNIA ASSOCIATION
OF GOVERNMENT (SCAG)
Primary: Ahir
Alt: Trevino
JOINT POWERS INSURANCE AUTHORITY
(JPIA)
4th Wednesday of the month
5:30pm
Primary: Ahir
Alt: Trevino
LOS ANGELES COUNTY SANITATION
DISTRICT
2nd & 4th Wednesday of the
month 1:30pm
Primary: Trevino
Alt: Ramoso
LOS ANGELES VECTOR CONTROL
MOSQUITO ABATEMENT
2nd Thursday of the month
6:00pm
Primary: Ramoso
CENTRAL BASIN WATER Primary: Ahir
Alt: Ramoso
LA COUNTY CITY SELECTION
COMMITTEE
Primary: Mayor
Alt: Mayor Pro Tem
SOUTHEAST LA COUNTY WORKFORCE
DEVELOPMENT BOARD (SELACO)
3rd Tuesday of every other
month at 12:00pm
Primary: Trevino
Alt: Manalo
GATEWAY CITIES COUNCIL OF
GOVERNMENTS (COG)
1st Wednesday of the month
5:30pm
Primary: Manalo
Alt: Taj
GATEWAY CITIES COUNCIL OF
GOVERNMENTS SOUTHEAST GATEWAY
LINE CORRIDOR CITIES COMMITTEE
TBD Primary: Taj
Alt: Manalo
ABC UNIFIED SCHOOL DISTRICT Primary: Ahir
Alt: Ramoso
LOS ANGELES REGIONAL AGENCY
(LARA)
3rd Thursday of every quarter
10:00am
Primary: Ahir
Alt: Ramoso
METROPOLITAN TRANSIT AUTHORITY
(MTA)
Primary: Ramoso
Alt: Manalo
RESOLUTION NO. 26-3074
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARTESIA, CALIFORNIA, DESIGNATING MAYOR PRO TEM
RAMOSO AS AN ALTERNATE MEMBER OF THE BOARD
OF DIRECTORS OF COUNTY SANITATION DISTRICT
NOS. 2, 18, AND 19 OF LOS ANGELES COUNTY FOR THE
ARTESIA CITY COUNCIL
WHEREAS, Section 4730 of the California Health and Safety Code stipulates that the presiding officer of a city, all or part of which is in the Sanitation District, is a member of the Board of Directors for that District.
WHEREAS, when a new Mayor takes office, they are automatically a member of the Board of Directors and on December 9, 2025, Rene Trevino was selected Mayor of the City of Artesia and automatically became a member of the Board of Directors of Los Angeles County Sanitation District Nos. 2, 18, and 19.
WHEREAS, Section 4730 of the California Health and Safety Code also stipulates that an alternate member of the City Council may be appointed by the City Council to act in the absence, refusal, or inability of the presiding officer as a member of the Board of Directors of a Sanitation District.
WHEREAS, after being appointed, an alternate member of the Board of Directors for that District remains an Alternate as long as they are on the City Council or action is taken appointing a different Alternate. If that Alternate at any time becomes Mayor, they automatically and immediately become the primary member of the Board of Directors, and another council member must be appointed as Alternate.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE
CITY OF ARTESIA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. Melissa Ramoso, a member of the City Council of the City of Artesia, is hereby selected and designated as an Alternate member of the Board of Directors of Los Angeles County Sanitation District Nos. 2, 18, and 19 to act in the place of the presiding officer of the City Council during their absence, inability, or refusal to act as a member of said Board of Directors.
SECTION 2. The City Clerk is directed to certify the passage and adoption of this Resolution and provide a copy of the resolution and other required certifications to the Sanitation Districts of Los Angeles County.
PASSED, APPROVED AND ADOPTED this 12th day of January, 2026.
_____________________________
RENE TREVINO, MAYOR
ATTEST:
_________________________________
JENNIFER ALDERETE, CITY CLERK
FPPC Form 806 (1/18)
FPPC Toll-Free Helpline: 866/ASK-FPPC (866/275-3772)
Comment:
A Public Document
Appt Date and
Length of Term
Agency Report of:
Public Official Appointments
2. Appointments
3. Verification
I have read and understand FPPC Regulation 18702.5. I have verified that the appointment and information identified above is true to the best of my information and belief.
Signature of Agency Head or Designee Print Name Title (Month, Day, Year) Agency Boards and
Commissions Name of Appointed Person Per Meeting/Annual Salary/Stipend (Last, First)
(Last, First)
(Last, First)
(Last, First)
Alternate, if any
Alternate, if any
Alternate, if any
Alternate, if any
(Last, First)
(Last, First)
(Last, First)
(Last, First)
Name
Name
Name
Name
$0-$1,000
$0-$1,000
$0-$1,000
$0-$1,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
Other
Other
Other
Other
California
Form
1. Agency Name
Designated Agency Contact (Name,Title)
E-mail
Division, Department, or Region (If Applicable)
806
For Official Use Only
Area Code/Phone Number
(Month, Day, Year)
_____________
Appt Date
_____________
Appt Date
_____________
Appt Date
_____________
Appt Date
Length of Term
Length of Term
Length of Term
Length of Term
Estimated Annual:
Estimated Annual:
Estimated Annual:
Estimated Annual:
Per Meeting: $
Per Meeting: $
Per Meeting: $
Per Meeting: $
Page _____ of _____
Date Posted:
FPPC Form 806 (1/18)
FPPC Toll-Free Helpline: 866/ASK-FPPC (866/275-3772)
A Public Document
Appt Date and
Length of Term
Agency Report of:
Public Official Appointments
Continuation Sheet
2. Appointments
Agency Boards and
Commissions Name of Appointed Person Per Meeting/Annual Salary/Stipend (Last, First)
(Last, First)
(Last, First)
(Last, First)
Alternate, if any
Alternate, if any
Alternate, if any
Alternate, if any
(Last, First)
(Last, First)
(Last, First)
(Last, First)
Name
Name
Name
Name
$0-$1,000
$0-$1,000
$0-$1,000
$0-$1,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$1,001-$2,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
$2,001-$3,000
Other
Other
Other
Other
California
Form
1. Agency Name
806
(Month, Day, Year)
Date Posted:
_____________
Appt Date
_____________
Appt Date
_____________
Appt Date
_____________
Appt Date
Length of Term
Length of Term
Length of Term
Length of Term
Estimated Annual:
Estimated Annual:
Estimated Annual:
Estimated Annual:
Per Meeting: $
Per Meeting: $
Per Meeting: $
Per Meeting: $
(Last, First)
(Last, First)
Alternate, if any
Alternate, if any
(Last, First)
(Last, First)
Name
Name
$0-$1,000
$0-$1,000
$1,001-$2,000
$1,001-$2,000
$2,001-$3,000
$2,001-$3,000
Other
Other
_____________
Appt Date
_____________
Appt Date
Length of Term
Length of Term
Estimated Annual:
Estimated Annual:
Per Meeting: $
Per Meeting: $
Page _____ of _____
CITY COUNCIL AGENDA REPORT
MEETING DATE: January 12, 2026 ITEM NO: 9P.
TO: Mayor and Members of the City Council
SUBJECT: Removal and Appointment of Parks and Recreation Commissioner FROM: Jennifer Alderete, City Clerk
REVIEWED AND APPROVED BY:
Abel Avalos, City Manager
RECOMMENDATION:
It is recommended that the City Council receive and file the appointments to be made by Mayor Pro Tem Ramoso.
BACKGROUND:
Pursuant to Artesia Municipal Code (AMC) Section 2-2.101, the Parks and Recreation Commission consists of five members who are residents of the City, with each member of the City Council appointing one commissioner. In accordance with AMC Section 2-2.103, an appointing Councilmember may remove their appointee at any time by delivering written notice to the Commissioner and the City Clerk and report the removal to the City Council on the next regular City Council meeting agenda.
Following the removal of her previous appointee on December 22, 2025, Mayor Pro Tem Ramoso hereby appoints Veronica Bloomfield to the Parks and Recreation Commission to fill the vacancy for the remainder of the current term.
FISCAL IMPACT:
There is no fiscal impact associated with approval of this item.
CITY COUNCIL AGENDA REPORT &
ARTESIA HOUSING AUTHORITY REPORT
MEETING DATE: January 12, 2026 ITEM NO: 11A.
TO: Mayor and Members of the City Council and Commission of the Artesia Housing Authority SUBJECT: Interagency Loan for $666,300 Between the City of Artesia and the Artesia Housing Authority for the Purchase and Sale Agreement for Acquisition of 11820 168th Street by the Artesia Housing Authority
FROM: Leslie Nacionales-Tafoya, Management Analyst
REVIEWED AND APPROVED BY:
Melissa Burke, Deputy City Manager
Jamie Murguia, Finance Manager
HongDao Nguyen, City Attorney
Abel Avalos, City Manager
RECOMMENDATION:
Staff recommends the City Council approve and authorize the City Manager to execute on Council's behalf:
1. A Loan Agreement in which the City of Artesia ("City") loans the City of Artesia Housing Authority ("Housing Authority") $666,300 from its General Fund Unassigned Fund Balance, subject to the terms and conditions of the loan agreement ("Loan Agreement"); and
2. Finding that the action is exempt from CEQA pursuant to State CEQA Guidelines Section 15378.
Staff also recommends the Commission of the Housing Authority approve and authorize the Executive Director of the Housing Authority execute on Commission's behalf:
1. The Loan Agreement;
2. A purchase and sale agreement for real property located at 11820 168th Street (APN 7011-004-076) in the City of Artesia for a total purchase price of $630,000, plus relocation costs not to exceed $29,800, and $6,500 in closing costs; and
3. Finding that the action is exempt from CEQA pursuant to State CEQA Guidelines Section 15378.
BACKGROUND:
In June 2025, the owner of the property located at 11820 168th Street in Artesia (the "Property") contacted staff through her real estate agent offering to sell the Property to the City. The Property is adjacent to Housing Authorityowned property. The City asked Overland, Pacific & Cutler, Inc. ("OPC"), the City's property acquisition consultant, to secure a Property appraisal and begin negotiations with the owner of a potential sale to the Housing Authority.
OPC secured an appraisal for the City that valued the Property at $610,000, and the City made an offer to purchase it for the appraised value. The owner then sought an independent appraisal which valued the Property at $630,000. The City then offered to purchase the property at the newly appraised value. The owner placed her Property on the open market for a few months and ultimately accepted the City's offer to purchase the Property for $630,000.
ANALYSIS:
The Housing Authority currently owns properties on the north and south sides of 168th Street, including APNs 7011-005-900, 7011-005-901, 7011-005-902, and 7011-005-903 (north side) and 7011-004-902 and 7011-004-903 (south side) for a total of approximately 1.11 acres (please see attached map). If purchased, the property located at 11820 168th Street (APN 7011-004-076), together with the existing six parcels of Housing Authority property adjacent to it, will be approximately 1.29 acres (not including the street), and will make a more squared total property area that will ultimately be easier to develop. Therefore, Staff is recommending the Housing Authority purchase the property.
If the Property is purchased, the Housing Authority, as a public entity, is required to pay relocation assistance costs per Government Code sections 7260-7277. Relocation costs will be incurred once the homeowner begins to vacate the Property. The homeowner does not require a new replacement dwelling but has two rooms leased to three tenants residing in the Property. Relocation costs include rental assistance payments to the tenants. Rental assistance is calculated using comparable rentals to determine a monthly payment to be paid up to 42 months.
Total rental assistance payments for the tenants are estimated at $27,300. Self move payments are estimated to be $1,250 for each lease.
The cost to purchase the Property is $630,000, plus relocation costs not to exceed $29,800 and closing costs not to exceed $6,500, for a total cost of $666,300. The Housing Authority does not currently have the total funds available to purchase the Property due to other budgetary commitments, such as the completion of the Housing Element. As a result, Staff is requesting the City Council approve a loan from the City's General Fund Unassigned Fund Balance to the Housing Authority in the amount of $666,300 to complete the acquisition. The loan terms include interest to accrue on a quarterly basis through the duration of the loan based on an amount equal to the Local Agency Investment Fund ("LAIF") rates; had the City kept the funds in reserve, then it would have been invested in the LAIF. The loan terms include that the Housing Authority pay back the loan to the City for the principal loan and accrued interest from future revenues generated by the development of the property and adjacent Housing Authority proprieties, including revenue received from a future development agreement, disposition, lease, or similar entitlement based agreement. The loan terms also allow the City and Housing Authority to mutually agree to revise the terms or forgive the loan and accrued interest if any future project is developed for a public purpose.
This loan would enable the Housing Authority to purchase the Property to ensure one legal entity owns all the property for a future redevelopment project. Should the closing costs and/or relocation costs come in lower than the total amount of the loan, the Housing Authority shall return the unused funds to the City following the close of escrow.
GENERAL PLAN CONSISTENCY FINDINGS:
Government Code Section 65402 requires the purchase of property by the Housing Authority to be consistent with the City's General Plan. Because both 11820 168th Street and the Housing Authority-owned property are located in the Mixed Use Overlay zone, staff finds that the proposed acquisition of property to expand the Housing Authorityowned parcel and square it off are consistent with the following goals:
Community Planning Principle LU-1: The Artesia General Plan 2030 will focus on enhancing areas that will allow the development of mixed use. This type of development involves a greater utilization of uses that blends residential, commercial industrial or civic institutional. By combining complementary uses, mixed use developments bring energy and vitality to areas during both daytime and nighttime, and can benefit both residents and the businesses operating with them. In addition, mixed use allows the advantage of flexibility of design to take full advantage of market shifts and land use trends.
Community Planning Principle LU-1.1: Identify appropriate locations for residential and non residential development to accommodate growth through the year 2030 on the General Plan Land Use diagram.
CEQA FINDINGS:
The approval is not a project subject to the California Environmental Quality Act because it does not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment (State CEQA Guidelines, § 15378). No development is being proposed, and thus this approval does not bind any party, or commit to any definite course of action, prior to CEQA compliance.
FISCAL IMPACT:
The cost to purchase the property is $630,000, plus relocation costs not to exceed $29,800 and closing costs not to exceed $6,500, for a total cost of $666,300. Approval of this item also includes approval of a loan from the City's General Fund Unassigned Fund Balance to the Housing Authority in the amount of $666,300. The loan and interest would be repaid to the City at the time the property is developed. If approved, the Housing Authority budget will be amended with the Mid-Year budget adjustment to reflect both the loan and the purchase.
RECOMMENDED COUNCIL AND BOARD ACTION:
Staff recommends the City Council approve and authorize the City Manager to execute on Council's behalf:
1. A Loan Agreement in which the City of Artesia loans the City of Artesia Housing Authority $666,300 from its General Fund Unassigned Fund Balance, subject to the terms and conditions of the loan agreement; and
2. Finding that the action is exempt from CEQA pursuant to State CEQA Guidelines Section 15378.
Staff also recommends the Commission of the Housing Authority approve and authorize the Executive Director of the Housing Authority execute on Commission's behalf:
1. The Loan Agreement;
2. A purchase and sale agreement for real property located at 11820 168th Street (APN 7011-004-076) in the City of Artesia for a total purchase price of $630,000, plus relocation costs not to exceed $29,800, and $6,500 in closing costs; and
3. Finding that the action is exempt from CEQA pursuant to State CEQA Guidelines Section 15378.
Attachments
City of Artesia Loan Agreement with Artesia Housing Authority to Acquire 11820 168th Street.pdf Purchase and Sale Agreement for 11820 168th Street.pdf
11820 168th St Map.pdf
65344.00118\44553668.1
1 LOAN AGREEMENT
THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of ____________, 2026, by and between the CITY OF ARTESIA, a California municipal corporation (“City”), and the ARTESIA HOUSING AUTHORITY, a public body, corporate and politic (“Housing Authority”), with reference to the following facts:
RECITALS
A. The City of Artesia, a California municipal corporation (“City”), and the Artesia Housing Authority, a public body, corporate and politic (“Housing Authority”), are separate public entities created and operating pursuant to applicable provisions of California law, and each has the authority to enter into agreements necessary to carry out its public purposes.
B. The Housing Authority has determined that it is in the public interest to acquire that certain improved real property commonly known as 11820 168th Street, Artesia, California, Los Angeles County Assessor’s Parcel Number 7011-004-076 (“Property”), which property is adjacent to and complements other real property currently owned by the Housing Authority, in order to facilitate the future assemblage, planning, and redevelopment of a consolidated site for future redeveloped purposes.
C. The Housing Authority has approved, or intends to approve, a Purchase and Sale Agreement for the acquisition of the Property for a purchase price of Six Hundred Thirty Thousand Dollars ($630,000), together with relocation assistance costs required by law and closing costs, for a total acquisition cost not to exceed Six Hundred Sixty-Six Thousand Three Hundred Dollars ($666,300).
D. As a public entity acquiring occupied residential property, the Housing Authority is required to provide relocation assistance and benefits in accordance with California Government Code Sections 7260 through 7277, and such relocation assistance costs are anticipated to be incurred in connection with the acquisition of the Property.
E. The Housing Authority does not currently have sufficient available funds within its existing budget to fully fund the acquisition, relocation assistance, and closing costs associated with the Property, due to other previously budgeted and ongoing housingrelated projects.
F. The City has determined that it is in the public interest and consistent with the City’s housing, redevelopment, and community development objectives to provide financial assistance to the Housing Authority, in the form of an interfund loan from the City’s General Reserve Fund, in order to enable the Housing Authority to complete the acquisition of the Property and ensure unified public ownership of the assembled parcels for future redevelopment.
G. The City is willing to loan to the Housing Authority the principal sum of Six Hundred Sixty-Six Thousand Three Hundred Dollars ($666,300.00) (the “Loan”), to be used solely for the acquisition of the Property, payment of required relocation assistance, and 65344.00118\44553668.1
2 payment of closing costs, subject to the terms and conditions set forth in this Loan Agreement.
H. The parties intend that the Loan shall be repaid to the City from future revenues generated by the development of the assembled properties, and that any portion of the Loan not required for acquisition, relocation, or closing costs shall be returned to the City following the close of escrow.
I. The City Council of the City of Artesia and the Board of Commissioners of the Artesia Housing Authority have each determined that the Loan serves a valid public purpose, including but not limited to facilitating housing development, promoting efficient land assembly, and advancing the City’s General Plan and housing objectives.
J. The City and the Housing Authority now desire to enter into this Loan Agreement in order to memorialize the terms and conditions under which the Loan will be made and repaid. NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the City and Housing Authority, the Parties agree as follows:
1. TERM.
1.1. Loan Amount. The City hereby agrees to loan to the Housing Authority the principal sum of Six Hundred Sixty-Six Thousand Three Hundred Dollars ($666,300.00).
1.2. Use of Loan Proceeds. Loan proceeds shall be used solely for the following purposes:
a) acquisition of the Property;
b) payment of relocation assistance required by law; and c) payment of closing costs associated with the acquisition of the Property.
1.3 Disbursement of Loan. The Loan shall be disbursed as determined by the City Manager or the City Manager’s designee, including disbursement through escrow in connection with the acquisition of the Property.
1.4 Unused Funds. To the extent that actual relocation assistance costs and/or closing costs are less than the Loan amount, the Housing Authority shall return any unused Loan proceeds to the City within a reasonable time following the close of escrow.
2. INTEREST AND REPAYMENT
2.1. The Loan Amount shall accrue interest on a quarterly basis at an interest rate equal to the Local Agency Investment Fund (“LAIF”) rate for the prior quarter, as published by the Treasurer of the State of California. Interest shall begin to accrue from the date Loan funds are disbursed by the City to the Housing Authority. 65344.00118\44553668.1
3 Accrued interest shall compound quarterly and shall be calculated based on the average outstanding principal balance of the Loan during the applicable quarter.
2.2. Deferral of Interest Payments. Notwithstanding the accrual of interest, no payments of accrued interest or principal shall be due or payable unless and until the Loan becomes due pursuant to this Agreement.
The parties expressly acknowledge and agree that interest shall accrue for accounting and tracking purposes only and shall not be payable during the term of the Loan unless repayment is required under Section 2.4 below.
2.3 Repayment; No Fixed Maturity Date. The Loan shall not have a fixed maturity date. The Loan, together with any accrued interest, shall remain outstanding until repaid in full or forgiven in accordance with this Agreement.
If repayment is required, repayment of principal and any accrued interest shall be made from future revenues generated by the development of the Property and adjacent Housing Authority-owned parcels, including revenues received pursuant to a development agreement, lease, disposition, or similar entitlement-based arrangement.
2.4 Forgiveness of Loan; Public Purpose Use. If the Property is used, developed, or maintained for a public purpose, including but not limited to affordable housing, housingrelated development, or other governmental or community development purposes consistent with the City’s General Plan and housing objectives, the Loan shall be eligible for forgiveness.
Upon a determination by the City Council that such public use is occurring and that forgiveness serves a valid public purpose, the City may forgive the Loan Amount, in whole or in part. Upon forgiveness, the forgiven portion of the Loan, including all accrued interest thereon, shall no longer be due or payable.
2.5 Prepayment. If repayment is required, the Housing Authority may prepay all or any portion of the Loan at any time, without penalty.
3 GENERAL TERMS.
3.1 Time Is Of The Essence. Time of the essence in the performance of the Parties’ obligations under this Agreement.
3.2 No Third Party Beneficiaries. This Agreement is expressly declared to be for the sole benefit of the Parties hereto. No other person or entity not a signatory to this Agreement shall have any rights or causes of actions against any Party to this Agreement because of that Party’s entry into this Agreement.
3.3 Assignment. Housing Authority may not assign any of its rights or obligations hereunder.
65344.00118\44553668.1
4 3.4 Failure to Strictly Enforce Not a Waiver. Failure by any Party to this Agreement to insist upon the strict performance of any provision of the Agreement or at any one or more times shall not be deemed to constitute a waiver of that Party’s right to insist upon strict performance of that or any other provision of this Agreement on future occasions. No alleged waiver of any right under this Agreement shall be effective unless in writing.
3.5 Amendments and Modifications This Agreement may be amended only by written agreement of the Parties.
3.6 Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable. [Signatures on Following Page]
65344.00118\44553668.1
SIGNATURE PAGE
TO
LOAN AGREEMENT
CITY:
CITY OF ARTESIA,
A California municipal corporation
By: ________________________________
Abel Avalos
City Manager
ATTEST:
By: ________________________________
Jennifer Alderete, City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By: ___________________________________
HongDao Nguyen
Attorney for City of Artesia
HOUSING AUTHORITY:
ARTESIA HOUSING AUTHORITY, a public
body, corporate and politic
By: __________________________________
Abel Avalos
Executive Director
ATTEST:
By: __________________________________
Jennifer Alderete
Secretary of the Housing Authority
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By: ___________________________________
HongDao Nguyen
Attorney for Artesia Housing Authority
65344.00118\44552775.1
-1-
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
_______________, Escrow Officer Escrow No:
Commonwealth Land Title Commonwealth Title Order No:
4100 Newport Place Drive, Suite 120
Newport Beach, CA 92660
Telephone:
E-Mail:
(“Escrow Holder”)
This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW
INSTRUCTIONS (“Agreement”) is entered into by and between the Artesia Housing Authority, a public body, corporate and politic (“Buyer”/”Housing Authority”), and Estela Casarrubias, a single woman (“Seller”). Buyer and Seller are sometimes individually referred to herein as “Party” and collectively as “Parties.” The Parties hereto have executed this Agreement on the dates set forth below next to their respective signatures. This Agreement shall be effective as of the date, following all legally required notices and hearings, this Agreement has been approved by Buyer’s governing board or its delegated representative and signed by all Parties (“Effective Date”).
RECITALS
A. Seller is the owner in fee of improved real property located 11820 168th Street, Artesia, California, designated as Los Angeles County Assessor Parcel No. 7011-004-076 (“Property”).
B. Buyer desires to purchase a fee interest in the Property from Seller on the terms and conditions set forth herein. Reference herein to the “Property” shall include all of Seller’s right, title and interest in and to any and all improvements, fixtures, rights-of-way, utility rights, entitlements, claims or other benefits in any way connected with the Property.
C. The Parties desire by this Agreement to provide the terms and conditions for the acquisition conveyance of the Property.
NOW, THEREFORE, in consideration of the above facts and for the covenants and agreements contained herein, the Parties hereto agree as follows:
TERMS
1. PURCHASE AND SALE.
1.1 Property. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, upon the terms and conditions set forth herein.
1.2 Purchase Price. The total purchase price for the Property is SIX HUNDRED THIRTY THOUSAND DOLLARS AND NO CENTS ($630,000.00) (“Purchase 65344.00118\44552775.1
-2-
Price”), which includes, without limitation, full payment of just compensation, claims for inverse condemnation or unreasonable precondemnation conduct, attorneys’ fees, costs and interest in complete settlement of all claims (known and unknown), causes of action and demands of Seller against the Buyer because of Buyer’s purchase of the Property, and for any and all claims (known and unknown) arising from or relating to the purchase and sale which is the subject of this Agreement.
1.3 Payment of Purchase Price. At Close of Escrow (defined below), Buyer shall pay the Purchase Price to Seller through escrow in cash, by cashier’s or certified check or by wire transfer.
1.4 Attorney’s Fees. Each Party shall be responsible for payment of its own attorney’s fees and expenses with respect to negotiation and preparation of this Agreement and processing of the Escrow. In the event any action is brought to enforce or interpret any of the provisions of this Agreement, the prevailing Party in such action or proceeding, shall be entitled to have and recover its reasonable attorney’s fees, costs and expenses.
1.5 Withholding Requirements per R&T 18662. California law (Revenue and Taxation Code Section 18662) requires that an amount equal to 3 1/3% of the total sales price/Purchase Price for the Property be withheld from funds otherwise payable to Seller at Close of Escrow and be paid to the California Franchise Tax Board unless Seller is exempted from such requirements. As a part of the Escrow closing process, Escrow Holder (defined below) will provide forms to Seller regarding such withholding and the circumstances under which Seller may be exempt from such requirements.
1.6 Any and all structures, systems, facilities, fixtures, fences and parking areas located on the Property and any and all machinery, equipment, apparatus and appliances used in connection with the operation or occupancy of the Property (such as heating and air conditioning systems and facilities used to provide utility services, refrigeration, ventilation, garbage disposal or other amenities on the Property) and other improvements located upon the Property, (collectively, the “Improvements”).
1.7 Other Assets. To the extent owned by Seller, all tangible and intangible assets of any nature relating to the Property or the Personal Property, including without limitation (a) all warranties upon the Improvements or Personal Property, to the full extent such warranties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements, (c) all license agreements, copyrights, logos, designs, trademarks, trade names, service marks and all goodwill associated with the Property, (d) all other intellectual or intangible property used by Seller in connection with the Property; and (e) all claims and causes of action arising out of or in connection with the Property.
1.9 Possession: Seller agrees to deliver to Housing Authority, on the date the Grant Deed conveying the Property to Housing Authority is recorded at Close of Escrow, quiet, peaceful, and exclusive possession of the Property, free and clear of all tenants, occupants, personal property, and rights of possession of any kind.
65344.00118\44552775.1
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Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property prior to Close of Escrow. Any personal property remaining on the Property as of Close of Escrow shall be deemed abandoned, and Housing Authority may dispose of such property in its sole discretion, without liability to Seller.
1.10 No Tenancies: Seller represents and warrants that there are no leases, rental agreements, tenancies, licenses, or rights of occupancy affecting the Property, whether written or oral, recorded or unrecorded, and that no person or entity shall have any right to possession of the Property as of Close of Escrow.
2. ESCROW.
2.1 Opening of Escrow. Within three (3) business days following the date upon which this Agreement is executed by the final party executing the same (“Effective Date”), Seller and Buyer shall open an escrow (“Escrow”) for the conveyance of the Property with Commonwealth Land Title Company (“Escrow Holder”). Escrow shall be deemed open on the date Escrow Holder shall have received a copy of this Agreement, fully executed by the Parties (“Opening of Escrow”). Escrow Holder shall notify Buyer and Seller, in writing, of the date Escrow is opened (“Opening Date”).
2.2 Escrow Instructions. This Agreement constitutes the joint instructions of Buyer and Seller to Escrow Holder for the conveyance of the Property. Buyer and Seller shall execute, deliver and be bound by any reasonable or customary supplemental or additional escrow instructions (“Additional Instructions”) of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise specifically agreed to in writing by the Parties.
2.3 Close of Escrow. Recordation of the Grant Deed conveying title to the Property from Seller to Buyer (“Grant Deed”) – in substantially the same form attached hereto as Exhibit “B”) and disbursement of funds and distribution of other documents by Escrow Holder as described herein shall constitute “Close of Escrow” or “Closing” and the date thereof shall be the “Closing Date.” Close of Escrow shall occur within 60 days following the Effective Date. Buyer and Seller may agree to change the Closing Date by joint written notice to Escrow Holder. Closing shall be conditioned upon satisfaction, or waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto.
2.4 Costs of Escrow. Buyer shall pay all costs of the Title Policy (defined below), and all Escrow fees and normal closing costs attributable to the conveyance of the Property (collectively “Closing Costs”). Due to Buyer’s status as a public agency, no recording fees will be payable (pursuant to Government Code Section 27383) and no documentary transfer tax will be payable (pursuant to Revenue & Taxation Code Section 11922). Escrow Holder shall provide an estimated closing statement to Buyer and Seller at least three (3) days prior to the Closing Date.
Subject to Section 1.4 above, each Party shall be responsible for payment of its own attorneys’ fees with respect to the negotiation and preparation of this Agreement 65344.00118\44552775.1
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2.5 Property Taxes and Assessments. Buyer is a public agency and is exempt from payment of real property taxes. Prior to Close of Escrow, Escrow Holder and the Title Company will confirm with Los Angeles County that no assessments or other property tax liabilities of any type affect the Property. In the event any such liabilities do exist, Seller authorizes the satisfaction of such liabilities from funds otherwise payable to Seller at Close of Escrow.
Following Close of Escrow, if, notwithstanding the above provisions, Buyer or the Property become subject to any real property tax liability for a period prior to Close of Escrow, Seller will satisfy such obligation to the taxing authority within thirty (30) days following notification of such liability from Buyer or the taxing authority. If Seller defaults in such obligation and Buyer elects to pay any such tax liability, Seller will reimburse such costs to Buyer within thirty (30) days following receipt of a written demand therefor from Buyer, together with interest on such amount from the date of payment by Buyer at the highest legal rate.
2.6 Buyer’s Conditions Precedent to Close of Escrow. Close of Escrow and Buyer’s obligation to accept title to the Property and pay the Purchase Price are subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s written waiver thereof), on or prior to the Closing Date:
2.6.1 Ratification of this Agreement by Buyer’s governing body.
2.6.2 Seller shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.
2.6.3 Seller shall have completed in a timely manner all of its obligations that are to be completed prior to the Close of Escrow as provided in this Agreement.
2.6.4 Escrow Holder shall have received an irrevocable commitment from the Title Company to issue the Title Policy (defined below), subject only to the Permitted Exceptions, as described in Section 3.2 below.
2.6.5 All representations and warranties of Seller shall be true as of the Effective Date and as of Close of Escrow.
2.6.6 All property taxes and assessments attributable to the Property shall have been paid by Seller before delinquency (or paid at Closing) and shall be current as of Close of Escrow.
2.6.7 Buyer shall have approved Escrow Holder’s estimated closing statement.
2.7 Seller’s Conditions Precedent to Close of Escrow. Close of Escrow and Seller’s obligation to convey the Property are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s written waiver thereof) on or prior to the Closing Date:
2.7.1 Buyer shall have tendered into Escrow all payments and documents required of it pursuant to this Agreement.
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2.7.2 Buyer shall have completed in a timely manner all of its obligations which are to be completed prior to the Close of Escrow as provided in this Agreement.
2.7.3 All representations and warranties of Buyer shall be true as of the Close of Escrow.
2.7.4 Seller shall have approved Escrow Holder’s estimated closing statement.
2.8 Buyer’s Payments and Documents. Not less than one (1) business day prior to Closing, Buyer shall pay or tender (as applicable) to Escrow Holder the following funds and documents (in recordable form, as necessary):
2.8.1 The Purchase Price;
2.8.2 Funds required to pay the Closing Costs payable by Buyer pursuant to Section 2.4 herein;
2.8.3 A Certificate of Acceptance, accepting Grant Deed and consenting to recording of same (“Certificate of Acceptance”) in the same form as that attached to the Grant Deed;
2.8.4 Preliminary Change of Ownership and Documentary Transfer Tax Affidavit forms; and
2.8.5 Such other documents and funds as may be required of Buyer under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations.
2.9 Seller’s Payments and Documents. Not less than one (1) business day prior to Closing, Seller shall pay or tender (as applicable) to Escrow Holder the following funds (which amounts may be offset against funds otherwise payable to Seller through Escrow) and documents (in recordable form, as necessary):
2.9.1 Funds required to pay any sales or brokerage commissions and finder’s fees payable by Seller, with respect to the transaction which is the subject of this Agreement;
2.9.2 Real property taxes and assessments, as described in Section 3.5 above;
2.9.3 The fully-executed and acknowledged Grant Deed;
2.9.4 FIRPTA Certificate and California Form 593-C, using forms to be provided by Escrow Holder;
2.9.5 Such other documents and funds required of Seller under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations. 65344.00118\44552775.1
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2.10 Escrow Holder Responsibilities. Upon the Closing, Escrow Holder is authorized and instructed to:
2.10.1 Cause the satisfaction and removal of all exceptions to title to the Property representing monetary liens or encumbrances from funds otherwise payable to Seller at Close of Escrow, including, without limitation, property taxes and assessments. Before such payments or charges are made, Escrow Holder shall notify Seller of the sums necessary to satisfy and remove such monetary liens or encumbrances.
2.10.2 Pay and charge Buyer and Seller, respectively, for any fees, charges and costs payable under this Agreement, including, but not limited to, Section 3.4 herein. Before such payments or charges are made, Escrow Holder shall notify Buyer and Seller of the fees, charges and costs necessary to clear title and close the Escrow.
2.10.3 Record the Grant Deed, with Certificate of Acceptance attached thereto, and any other instruments, as appropriate, delivered through Escrow.
2.10.4 Disburse such other funds and deliver such other documents to the Parties entitled thereto.
2.10.5 Cause the Title Policy to be issued.
2.11 Notices. All communications from Escrow Holder to either Buyer or Seller shall be directed to the addresses and in the manner established in Section 9.1 herein.
2.12 Electronically Transmitted/Counterpart Documents. In the event Buyer or Seller utilizes electronically transmitted signed documents (e-mail or facsimile), the Parties hereby agree to accept and instruct Escrow Holder to rely upon such documents as if they bore original signatures. Notwithstanding the foregoing, if requested by Escrow Holder, Buyer and Seller hereby acknowledge and agree to provide such documents bearing original signatures to Escrow Holder, within seventy-two (72) hours after such request. Buyer and Seller further acknowledge and agree that electronically transmitted documents bearing non-original signatures will not be accepted for recording and that the Parties will provide originally executed documents to Escrow Holder for such purpose. Escrow Holder is authorized to utilize documents which have been signed by Buyer and Seller in counterparts.
3. TITLE.
3.1 Condition of Title; Title Policy. It is a condition to the Close of Escrow for Buyer’s benefit that a fee title to the Property and the right to possession of the Property conveyed to Buyer pursuant to this Agreement shall be subject only to the Permitted Exceptions (defined below), as evidenced by the receipt by Escrow Holder of an irrevocable commitment from Commonwealth Land Title Company (“Title Company”) to issue to Buyer upon Close of Escrow its Standard Owner’s Form Policy of Title Insurance (“Title Policy”) with coverage in an amount equal to the Purchase Price. The title officer shall be Chris Maziar, Title Officer, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660 (“Title Officer”). The Parties shall cause the Title Company to issue the Title Policy to Buyer upon Close of Escrow. 65344.00118\44552775.1
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3.2 Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following conditions and exceptions to title or possession:
3.2.1 A lien to secure payment of general and special real property taxes and assessments, not delinquent.
3.2.2 A lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code accruing on or after the Close of Escrow.
3.2.3 Matters affecting the condition of title created by or with the consent of Buyer.
4. NO USE RESTRICTIONS
4.1 Buyer desires to purchase the Property for the City’s Housing Development Project. Nevertheless, in the event that Buyer’s intended use changes, or if the Project does not go forward, Buyer will be able to use, sell, or transfer the Property for any purpose.
5. “AS IS”/RELEASE.
5.1 “As-Is.” Buyer is, or prior to the Closing Date will be, familiar with the Property and has or will make such independent investigations as it deems necessary or appropriate concerning the use or sale of the Property, including but not limited to (i) any desired investigations or analysis of the economic value of the Property; (ii) the physical condition of the improvements to the Property (“Improvements”); (iii) the use of the Improvements for Buyer's intended purpose; (iv) the size, dimensions, location or topography of the Property; (v) the adequacy of water, sewage or any other utilities serving the Improvements; and (vi) all other matters concerning the use, development or sale of the Property. Except for the representations and warranties of Seller contained in Section 8.1, Buyer is relying solely upon its own inspection, investigation and analysis of the foregoing matters in purchasing the Property. Buyer acknowledges that it is a sophisticated purchaser and is familiar with this type of property and that it is acquiring the Property “AS IS,” without representation by Seller or Seller’s representatives as to any matter except for the representations and warranties of Seller contained in Section 8.1.
5.2 Full Satisfaction. Seller acknowledges that because of Buyer’s status as a public entity, certain claims may be available to Seller in connection with Buyer’s acquisition of the Property. Such claims may include, without limitation, relocation, just compensation, inverse condemnation and other benefits and claims (collectively, “Claims”). Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer’s performance under this Agreement constitutes full and complete satisfaction of Buyer’s obligations to Seller as with respect to those Claims.
6. Just Compensation; Waiver and Release
6.1 The parties agree that performance of this Agreement by Buyer, shall constitute full and fair compensation and consideration for any and all claims that Grantor, and its successors and assigns, may have against Buyer by reason of the acquisition, improvement, 65344.00118\44552775.1
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possession, use and/or occupancy of the Property and Grantor, on behalf of itself and its successors and assigns, hereby knowingly and voluntarily waives, and expressly releases and discharges Buyer, and any and all of Buyer’s employees, agents, officers, servants, representatives, contractors, attorneys and assigns, from liability in regard to, any and all such claims, including claims for severance or taking compensation or damages to the remainder not taken on account of the acquisition of the Property. This waiver and release shall survive the Close of Escrow.
6.2 In addition, Grantor, on behalf of itself and its successors and assigns, knowingly and voluntarily waives and expressly releases and discharges Buyer, and any and all of Buyer’s employees, agents, officers, servants, representatives, contractors, attorneys and assigns, from liability in regard to any claims of compensation for the following: precondemnation damages, lost profits, damage to or loss of improvements pertaining to the realty, relocation assistance, loss of goodwill, interest, any right to repurchase or leaseback from Buyer, litigation expenses, attorney’s fees and/or costs. This waiver and release shall survive the Close of Escrow.
Grantor is aware of and understands all potential benefits to which he/she/it is otherwise entitled and has had the opportunity to discuss potential benefits with representatives of the Buyer and with legal counsel of his/her/its choice.
6.3 Waiver of Unknown Claims. Each Party hereto acknowledges that it has read and is familiar with the provisions of California Civil Code Section 1542 which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.
Each Party hereto acknowledges that it understands the effect and import of the provisions of this code section and of a waiver of the provisions of this code section. Effective on the Effective Date, each Party, with this knowledge and understanding, elects to and does waive the provisions of this code section and of any similar case or statutory law of other states that may be applicable, and relinquishes any rights which each may otherwise have thereunder, to the fullest extent permitted by law, and agrees that the releases herein shall remain in full force and effect notwithstanding the discovery or existence of any additional or different facts. Notwithstanding the foregoing, the releases set forth above are not intended to, and shall not, release or discharge (a) any duties, obligations, representations or warranties of Seller by reason of, or arising under, this Agreement or (b) any tortious acts or omissions of Seller in any way related to this Agreement or the Property. Seller is not released from any claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs and expenses proximately caused by Seller’s failure to disclose to Buyer latent defects in the Property of which Seller has Actual Knowledge.
7. TERMINATION, DEFAULTS AND, REMEDIES.
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7.1 Exercise of Rights to Terminate. If Buyer elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 7.3 herein, Buyer may do so by giving written notice of such termination to Seller and Escrow Holder prior to the Close of Escrow.
If Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in Section 7.2 herein, Seller may do so by giving written notice of such termination to Buyer and Escrow Holder prior to the Close of Escrow. Upon such termination, all other obligations and liabilities of the Parties under this Agreement that do not specifically survive termination shall cease and terminate.
7.2 Buyer’s Breach. If Buyer materially defaults on its obligation to perform under this Agreement and fails to cure such default within a reasonable period of time following written notice from Seller, then Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by written notice to Buyer and Escrow Holder. In such event, Buyer shall pay any termination fees or charges to Escrow Holder and the Title Company (“Termination Costs”)
7.3 Seller’s Breach. In the event Seller breaches any obligation hereunder which Seller is to perform prior to the Close of Escrow, and fails to cure such breach within a reasonable period of time following written notice from Buyer, Buyer may, at Buyer’s option, (i) terminate this Agreement and the Escrow by giving written notice of such termination to Seller and Escrow Holder and, if desired by Buyer, initiate an action for damages to recover costs incurred by Buyer for attorneys' fees in connection with the negotiation and documentation of this Agreement and third party costs paid by Buyer to conduct its due diligence review, not to exceed the aggregate amount of $10,000; or (ii) initiate an action for specific performance of this Agreement. Should Buyer elect to terminate this Agreement and the Escrow as provided herein, Seller shall pay all Termination Costs.
8. REPRESENTATIONS AND WARRANTIES.
8.1 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Close of Escrow, and the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer’s obligations under this Agreement:
8.1.1 Authority. Seller has full power and authority to sell and convey the Property to Buyer and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Seller to Buyer now or at Close of Escrow have been or will be duly executed and delivered by Seller and are or will be legal, valid and binding obligations of Seller, sufficient to convey title to the Property to Buyer and are enforceable in accordance with their respective terms.
8.1.2 No Unrecorded Possessory Interests; No Agreements or Undertakings. To Seller’s current actual knowledge, there are no agreements for occupancy in effect for the Property and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer’s title to or use of the Property. Seller will not enter into any agreements or undertake any obligations prior to Close of Escrow which will in any way burden, 65344.00118\44552775.1
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encumber or otherwise affect the Property without the prior written consent of Buyer, including, without limitation, any agreements for occupancy for the Property.
8.1.3 Hazardous Materials. Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose information to Buyer regarding the environmental status of the Property. Seller warrants to Buyer that to the Best of Seller’s Knowledge (defined in Section 8.1.7 below), the Property and any contiguous real property owned by Seller is not in violation of any federal, state or local statute, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions underlying the Property which could affect the Property or its use or development. Neither Seller nor, to the Best of Seller’s Knowledge, any other person or predecessor in interest has used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property any “Hazardous Materials” as defined in any state, federal or local statute, ordinances, rules or regulation applicable to the Property, including without limitation any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances.
8.1.4 Litigation. There are no claims, actions, suits or proceedings continuing, pending or threatened against or affecting Seller or the Property, or involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at Close of Escrow, at law or in equity, or before or by any federal, state, municipal or other governmental department, board, commission, bureau, or instrumentality.
Seller is not subject to or in default under any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, or instrumentality
8.1.5 No Breach. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not violate or result in any breach of or constitute a default under or conflict with or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, according to the Best of Seller’s Knowledge, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Seller is a party or by which Seller or the Property are bound.
8.1.6 No Condemnation or Other Proceedings. To the Best of Seller’s Knowledge, there is no contemplated condemnation of the Property or any portion thereof by any public entity other than Buyer.
8.1.7 “Best of Seller’s Knowledge” Defined. As used herein, the term “Best of Seller’s Knowledge” means the actual knowledge of Estela Casarrubias, a single woman, without inquiry or investigation.
8.2 Buyer’s Representations and Warranties. Buyer hereby represents and warrants to Seller that the following statements are true and correct as of the Effective Date, and shall be true and correct as of Close of Escrow, and the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer’s obligations under this Agreement:
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8.2.1 Authorization. Buyer has or, on or before Close of Escrow, will have full power and authority to purchase the Property from Seller and to perform its obligations pursuant to this Agreement. This Agreement and all other documents delivered by Buyer to Seller now or at Close of Escrow have been or will be duly executed and delivered by Buyer and are or will be legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
8.2.2 No Breach. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not violate or result in any breach of or constitute a default under or conflict with or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease, agreement, contract, instrument, or, any order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Buyer is a party or by which Buyer is bound.
9. MISCELLANEOUS.
9.1 Notices and Demands. All notices or other communications required or permitted between the Parties hereunder shall be in writing, and shall be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, (iii) sent by facsimile transmission with confirmation of receipt, or (iv) sent by nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service), addressed to the Party to whom the notice is given at the addresses provided below, subject to the right of any Party to designate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the third business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by personal delivery, facsimile transmission or courier service, shall be deemed given upon receipt, rejection or refusal of the same by the Party to whom the notice is given. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice or other communication sent. A copy of all notices or other communications shall also be sent via email.
To Buyer: Artesia Housing Authority
Attn: Leslie Nacionales-Tafoya
18747 Clarkdale Avenue
Artesia, CA 90701
Phone: 562-865-6262 ext 246
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: HongDao Nguyen
18101 Von Karman Ave., Suite 1000
Irvine, CA 92612
949-263-2614
Email: [email protected]
To Seller: Estela Casarrubias
11820 168th Street
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Artesia, CA 90701
Telephone:
E-Mail:
To Escrow Holder: Commonwealth Land Title Company
Attn:
4100 Newport Place Drive, Suite 120
Newport Beach, CA 92660
9.2 Mutual Indemnification. Buyer agrees to defend, indemnify and hold Seller free and harmless from and against any and all claims, damages and liabilities related to Buyer’s use of the Property and arising from facts and circumstances occurring following Close of Escrow.
Seller agrees to defend, indemnify and hold Buyer free and harmless from and against any and all claims, damages and liabilities related to Seller’s use of the Property and arising from facts and circumstances occurring prior to Close of Escrow. The indemnity obligations described above will be for the benefit of and binding upon the Parties, their successors and assigns, officers, employees and representatives and will survive Close of Escrow and the recordation of the Grant Deed.
9.3 Brokers and Sales Commissions. Buyer and Seller each represent and warrant that it has not retained a broker in connection with this transaction. Neither Buyer nor Seller will be responsible or be required to pay any sales or brokerage commissions and/or finder’s fees for which the other party has incurred any obligation with respect to the transaction which is the subject of this Agreement. Seller shall indemnify, protect, defend and hold harmless Buyer and its successors hereunder from and against any and all claims, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorney’s fees, court costs and litigation expenses, arising from or in connection with any sales or brokerage commissions, finder’s fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of such indemnifying Party. Buyer shall indemnify, protect, defend and hold harmless Seller and its successors hereunder from and against any and all claims, liabilities, obligations, losses, damages, costs and expenses, including, without limitation, reasonable attorney’s fees, court costs and litigation expenses, arising from or in connection with any sales or brokerage commissions, finder’s fees or other commissions which are (or are claimed to be) payable in connection with the transaction which is the subject of this Agreement by reason of the actions (or alleged actions) of such indemnifying Party.
9.4 Survival of Covenants. The covenants of both Buyer and Seller set forth in this Agreement shall survive the recordation of the Grant Deed and the Close of Escrow.
9.5 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof.
9.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Each counterpart may consist of a number of copies of this Agreement, each signed by less than all, but together signed by all, of the Parties. A copy of this Agreement, with 65344.00118\44552775.1
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signature pages bearing original signatures or signatures delivered by a Party by facsimile or email transmission of an Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable.
9.7 No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to, any person or entity other than the Parties.
9.8 Applicable Law. All questions with respect to this Agreement, and the rights and liabilities of the Parties and venue hereto, shall be governed by the laws of the State of California. Any and all legal actions sought to enforce the terms and provisions of the Agreement shall be brought in the courts of the County of Los Angeles.
9.9 Assignment. Neither Buyer nor Seller shall have the right to assign this Agreement without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
9.10 Successors and Assigns. Subject to the provisions of Section 9.10 above, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
9.11 Construction. This Agreement will be liberally construed to effectuate the intention of the Parties with respect to the transaction described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambiguity herein will be construed or resolved against either Party (including the Party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had an equal opportunity to participate in the drafting thereof. Any captions to, or headings of, the paragraphs or subparagraphs of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected.
9.12 Legal Fees. In the event of the bringing of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing Party in such action or proceeding, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other Party all costs and expenses of suit, including reasonable attorney’s fees.
9.13 Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between Buyer and Seller as to the subject matter hereof. No subsequent agreement, representation, or promise made by either Party hereto, or by or to an 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.
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9.14 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto.
SIGNATURES SET FORTH ON FOLLOWING PAGES
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below next to their respective signatures. When this Agreement is executed by the final party it shall become effective (“Effective Date”).
Date: ________________, 2026 BUYER:
Artesia Housing Authority, a public body,
corporate and politic
By:
Its: Abel Avalos, Executive Director
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By: ___________________________________
Hongdao Nguyen
Attorney for Artesia Housing Authority
SIGNATURES CONTINUED ON FOLLOWING PAGES
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below next to their respective signatures. When this Agreement is executed by the final party it shall become effective (“Effective Date”).
Date: _________________, 2026 SELLER:
ESTELA CASARRUBIAS, A SINGLE
WOMAN
___________________________________
SIGNATURES CONTINUED ON FOLLOWING PAGE
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ESCROW AGENT:
The undersigned Escrow Holder hereby accepts the foregoing Agreement of Purchase and Sale and Joint Escrow Instructions, agrees to act as Escrow Holder under this Agreement in strict accordance with its terms, agrees to insert as the “Agreement Date” on page 1 hereof, if not otherwise dated, the latest date this Agreement was signed by Seller and Buyer and delivered to Escrow Holder, and agrees to comply with the applicable provisions of the Internal Revenue Code with respect to the transactions contemplated hereby.
Commonwealth Land Title Company
By
Its
Date: _________________, 2026
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LIST OF EXHIBITS
Exhibit A - Legal Description of Property
Exhibit B - Grant Deed
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EXHIBIT “A”
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
THOSE PORTIONS OF LOTS 37 AND 38 IN BLOCK 7 AS SHOWN ON LICENSED SURVEYOR’S MAP ENTITLED “PETROLEUM GARDENS”, IN THE CITY OF ARTESIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, FILED IN BOOK 13 PAGE 13 OF
RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, BOUNDED SOUTHERLY BY THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING AND DISTANCE OF NORTH 89° 35′ 11″ EAST, 224.99 FEET IN THE DEED TO THE STATE OF CALIFORNIA RECORDED IN BOOK D1798 PAGE 546 OF OFFICIAL RECORDS IN SAID OFFICE.
THAT PORTION OF LOT 39 IN BLOCK 7 OF “PETROLEUM GARDENS”, AS SHOWN ON LICENSED SURVEYOR’S MAP, IN THE CITY OF ARTESIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN BOOK 13 PAGE 13 OF RECORDS OF SURVEYS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED
SOUTHERLY BY THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING AND DISTANCE OF NORTH 89° 35′ 11″ EAST, 224.99 FEET IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK D1798 PAGE 546, OFFICIAL RECORDS IN SAID OFFICE.
LOTS 12, 13 AND 14 OF BLOCK 7, PETROLEUM GARDENS NO. 1, IN THE CITY OF
ARTESIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP SHOWN ON RECORD OF SURVEYS FILED IN BOOK 13 PAGE 13 RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE OIL, GAS, MINERALS, AND OTHER HYDROCARBON
SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, AS PROVIDED IN DEEDS OF RECORD.
Assessor’s Parcel Number:7011-004-076
65344.00118\44552775.1
EXHIBIT “B”
GRANT DEED
[Attached behind this page]
65344.00118\44552775.1
Recording requested by:
Artesia Housing Authority
18747 Clarkdale Avenue
Artesia, CA 90701
WHEN RECORDED MAIL TO:
Artesia Housing Authority
18747 Clarkdale Avenue
Artesia, CA 90701
APN: 7011-004-076 EXEMPT RECORDING FEES GOVERNMENT CODE SECTION 6101 &27383 DOCUMENTARY TRANSFER TAX $ NONE
Per Gov’t Code 11922
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Estela Casarrubias, a single woman (hereinafter referred to as “Grantor”) hereby grants to the Artesia Housing Authority, a public body, corporate and politic (hereinafter referred to as “Housing Authority”), the following described real property located in the County of Los Angeles, State of California, described as follows:
SEE LEGAL DESCRIPTION ATTACHED HERETO AND
MADE A PART HEREOF IN EXHIBIT "A":
Date: _________________, 2026 GRANTOR:
ESTELA CASARRUBIAS, A SINGLE
WOMAN
___________________________________
65344.00118\44552775.1
EXHIBIT A
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
THOSE PORTIONS OF LOTS 37 AND 38 IN BLOCK 7 AS SHOWN ON LICENSED SURVEYOR’S MAP ENTITLED “PETROLEUM GARDENS”, IN THE CITY OF ARTESIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, FILED IN BOOK 13 PAGE 13 OF RECORDS OF SURVEYS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED SOUTHERLY BY THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING AND DISTANCE OF NORTH 89° 35′ 11″ EAST, 224.99 FEET IN THE DEED TO THE STATE OF CALIFORNIA RECORDED IN BOOK D1798 PAGE 546 OF OFFICIAL RECORDS IN SAID OFFICE.
THAT PORTION OF LOT 39 IN BLOCK 7 OF “PETROLEUM GARDENS”, AS SHOWN ON LICENSED SURVEYOR’S MAP, IN THE CITY OF ARTESIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN BOOK 13 PAGE 13 OF RECORDS OF SURVEYS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, BOUNDED SOUTHERLY BY THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING AND DISTANCE OF NORTH 89° 35′ 11″ EAST, 224.99 FEET IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED IN BOOK D1798 PAGE 546, OFFICIAL RECORDS IN SAID OFFICE.
LOTS 12, 13 AND 14 OF BLOCK 7, PETROLEUM GARDENS NO. 1, IN THE CITY OF ARTESIA, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP SHOWN ON RECORD OF SURVEYS FILED IN BOOK 13 PAGE 13 RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE OIL, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES LYING BELOW THE SURFACE OF SAID LAND, AS PROVIDED IN DEEDS OF RECORD.
Assessor’s Parcel Number:7011-004-076
65344.00118\44552775.1
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2026, before me, ,
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
65344.00118\44552775.1
ARTESIA HOUSING AUTHORITY
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed to which this Certificate of Acceptance is attached:
From: Estela Casarrubias, a single woman (“Grantor”)
To: Artesia Housing Authority, a public body, corporate and politic (“Grantee”) Said Grant Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee’s governing board, and Grantee hereby consents to recordation of said Grant Deed.
Dated: Artesia Housing Authority, a public body,
corporate and politic
By:
Abel Avalos, Executive Director
*Highlighted property is Housing Authority owned.
11820 168th St. (APN 7011004076) and Artesia Housing Authority Property