ATTACHMENT B
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Contractor has no employees while performing Work under this Agreement, workers’ compensation policy is not required, but Contractor shall provide an executed declaration that it has no employees.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.
E. Contractor’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Contractor and Contractor’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Contractor shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Contractor shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any
ATTACHMENT B
premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
I. Evidence of Insurance. Prior to the performance of Work under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Work under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
12. Mutual Cooperation.
A. City’s Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Work required under this Agreement.
B. Contractor’s Cooperation. In the event any claim or action is brought against the City relating to Contractor’s performance or Work rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.
13. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Contractor shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least seven (7) calendar days before the termination or suspension is to be effective. Contractor may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In
ATTACHMENT B
the event of City’s termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Work required by this Agreement.
15. Force Majeure. Contractor shall not be liable for any failure to perform its obligations under this Agreement if Contractor presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Contractor’s reasonable control and not due to any act by Contractor.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Contractor’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Contractor:
Attn: Engineering Division Jose Angel Fierros, President City of Covina FS Contractors, Inc
125 E. College Street 14838 Bledsoe Street
Covina, California 91723 Sylmar, CA 91342
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Contractor from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
ATTACHMENT B
19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Exhibits. Exhibits A, B, C, and D constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. If the City Manager has entered into this Agreement on behalf of the City, the City Manager may approve an amendment to this Agreement and additional payment up to the amount of his contract authority. If this Agreement was originally approved by the City Council, then any amendments shall be approved by the City Council, except that the City Manager may approve amendments extending the time for performance, modifying the scope of work without any change to the maximum payment, approving a change in name of the Contractor, or terminating the Agreement.
24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the
ATTACHMENT B
effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
29. Claim Dispute Resolution. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Agreement or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims.
All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein.
30. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
31. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
ATTACHMENT B
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name: Chris Marcarello
Title: City Manager
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
Contractor:
Siterep Construction Services, Inc.
a California Corporation
By:
Name: Jose Angel Fierros
Title: President
By:
Name: Jose Ernesto Fierros
Title: Corporate Secretary
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
EXHIBIT A
SCOPE OF WORK
EXHIBIT B
CALIFORNIA LABOR CODE COMPLIANCE
(Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700)
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:
1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Contractor agrees to be bound by all the provisions thereof as though set forth in full herein.
2. Contractor shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement.
3. Contractor shall comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at (http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Contractor shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Contractor or by any subcontractor.
4. Pursuant to California Labor Code Section 1771.4, Contractor’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor shall post job site notices as prescribed by DIR regulations and agrees to furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).
5. Contractor shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Contractor and each subcontractor to: (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.
6. Contractor shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
7. Contractor shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Contractor or by any subcontractor for each calendar day during which such
worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________
EXHIBIT C
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Covina (“City”), State of California, has awarded to FS Contractors, Inc – 14838 Bledsoe Street, Sylmar, CA 91342 (“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
Traffic Calming Improvements Project – Project No. T2503 – Workman Avenue and 2nd Avenue Stop Sign Installation
(Project Description/ Name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ), this
amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
EXHIBIT D
PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Covina (“City”), State of California, has awarded to FS Contractors, Inc – 14838 Bledsoe Street, Sylmar, CA 91342 (“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
Traffic Calming Improvements Project – Project No. T2503 – Workman Avenue and 2nd Avenue Stop Sign Installation
(Project Description/Name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of Dollars
($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.
Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of
its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration or addition.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated July 2, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and CEJ Engineers, Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide Construction Management and Inspection Traffic Calming Improvements Project – Project No. T2503 – Workman Avenue and 2nd Avenue Stop Sign Installation.
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The parties therefore agree as follows:
1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2025, unless sooner terminated as provided in Section 14 of this Agreement.
2. Compensation.
A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Six Thousand Dollars ($6,000) (the “maximum compensation”), based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A. Any terms in Exhibit A, other than the payment rates and schedule of payment, are null and void.
B. Expenses. The amount set forth in paragraph A shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.
C. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’s performance of the additional services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
3. Consultant’s Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services, attached as Exhibit A. City may request, in writing, changes in the scope of services to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
ATTACHMENT C
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Joaquin Cervantes, Principal (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance. Consultant shall commence the services on the Effective Date and shall perform all services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All of the services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.
F. Compliance with Laws. The Consultant shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Consultant to comply with G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Administrative Services Director.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
6. Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.
City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the services under this Agreement.
B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section
6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
7. PERS Compliance and Indemnification.
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if
disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification.
A. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c)(2).
B. Other Indemnities.
1) Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claim with counsel of the
Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.
2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph B. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
C. Workers’ Compensation Acts not Limiting. Consultant’s obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
D. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provisions in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, Claim, tax, assessment, penalty or interest asserted against City.
E. Survival of Terms. The indemnification in this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.
If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees. 4) Professional Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
12. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.
B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of five (5) years. Consultant shall, without
charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Consultant:
Attn: Public Works, Engineering Attn: Joaquin Cervantes City of Covina CEJ Engineers, Inc
125 E. College Street 18800 Amar Rd., Suite B13
Covina, California 91723 Walnut, CA 91789
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry,
age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
19. No Third-Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.
24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name:
Title:
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:
CEJ Engineers, Inc
a California corporation
By:
Name: Joaquin Cervantes
Title: President
By:
Name: Joaquin Cervantes
Title: Vice President
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
EXHIBIT A
APPROVED FEE SCHEDULE/SCOPE OF SERVICES
Engineers ● Surveyors ● Planners
18800 Amar Rd. Suite B13, Walnut CA., 91789 / 626-667-8675 June 24, 2024
CITY OF COVINA
Rafael Fajardo, P.E
Public Works Director/City Engineer
125 East College Street
Covina, CA 91723
SUBJECT: PROJECT MANAGEMENT AND INSPECTION SERVICES FOR TRAFFIC
CALMING PROJECT STOP SIGN INSTALLATION AT WORKMAN AVE AND 2ND AVE
Dear Mr. Fajardo,
CEJ Engineers is pleased to have the opportunity to submit this proposal for professional engineering services related to the City’s Project. CEJ Engineers specializes in street improvement and public works projects, and Construction Management & Inspection services. Our staff has extensive experience in preparing street construction plans, drainage studies, utility coordination, and preparing PS&E, and construction management for various projects in accordance with local and regional standards and policies.
Our key personnel have more than 30 years of experience in working and communicating with a wide spectrum of relevant public agencies throughout Orange County and the Los Angeles County. CEJ’s personnel have provided professional consulting services to cities, special districts, and other governmental agencies within Southern California and Caltrans. CEJ is dedicated to professional quality and technical excellence through a proactive QA/QC program.
The CEJ team will provide services for the aspects required for this project as per the scope of work.
The following Exhibits are enclosed:
Exhibit A – Scope of work
We believe the CEJ Team provides the right combination of experienced staff, project understanding, and local knowledge to successfully assist the City of Covina with Engineering Services. Please feel free to contact us to discuss any aspects of this proposal or to arrange for an interview at (626) 667-8675 or at jcervantes@cejeng.com.
Respectfully Submitted,
Joaquin Cervantes, P.E.
Principal
CEJ Engineers, Inc.
18800 Amar Rd., Suite B13
Walnut CA 91789
INSPECTION SERVICES FOR STOP SIGN INSTALLATION AT WORKMAN AVE AND 2ND AVE Pg. 2
Exhibit A
SCOPE OF WORK
CEJ will provide Construction Project Management and Inspection services for the subject project as indicated on Plans and Specifications to commence on or about April 1, 2024. The major tasks include the following:
1. Perform Quality Assurance monitoring, and surveillances of the Construction Contractors activities to assure compliance with the design criteria and requirements and the Construction Contractors Project Plans.
2. Perform Quality Assurance Audits;
3. Review construction document transmittals, i.e. shop drawings, Requests for Information, Requests for Change Orders, etc., submitted by the Construction Contractors prior to incorporation into the work;
4. Attend regular progress review meetings with the Construction Contractors to ascertain job progress and identify and resolve problems;
5. Review the Construction Contractors' cost-loaded schedule initially and monthly prior to recommending payment of monthly invoices;
6. Review monthly Construction Contractors' invoices and recommend payment;
7. Respond to all of the Construction Contractors' Requests for Information;
8. Negotiate all changes in coordination with the City;
9. Maintain an accurate and current record of daily construction progress. Such record shall include daily reports, Resident Engineer's diary, use of photographs, minutes of all meetings and correspondence files;
10. Maintain shop drawings logs, tracking the date submitted by the Construction Contractors, date returned to the Construction Contractors.
11. Maintain Request for Information Logs and Request for Change Order Logs, tracking the data submitted by the Construction Contractors and date returned to the Construction Contractors;
12. Respond to every notice of potential claim received from the Construction Contractors and take all steps necessary to mitigate delays and damages;
13. Analyze all of the Construction Contractors' claims and make recommendations for possible resolutions;
14. Collect all Quality Assurance records including As-Built drawings, test reports, As-Built drawings (final revisions) shall be supplied by the Construction Contractors based on the as built conditions.
INSPECTION SERVICES FOR STOP SIGN INSTALLATION AT WORKMAN AVE AND 2ND AVE Pg. 3
Exhibit B
Proposed Fee
Proposed fee to not exceed an amount of $6,000.00
EXHIBIT B
CALIFORNIA LABOR CODE COMPLIANCE
(Labor Code §§ 1720 et seq., 1813, 1860, 1861, 3700)
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then:
1. This Agreement is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“City”) and Consultant agrees to be bound by all the provisions thereof as though set forth in full herein.
2. Consultant shall be registered with the Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1725.5 and has provided proof of registration to City prior to the Effective Date of this Agreement.
3. Consultant shall comply with the provisions of California Labor Code Sections 1771, 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The applicable prevailing wage determination(s) may be obtained at (http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm), are on file with City, and are available to any interested party upon request. Consultant shall, as a penalty to City, forfeit not more than two-hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under this Agreement by Consultant or by any subcontractor.
4. Pursuant to California Labor Code Section 1771.4, Consultant’s services are subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Consultant shall post job site notices as prescribed by DIR regulations and agrees to furnish the records specified in California Labor Code Section 1776 directly to the Labor Commissioner in the manner prescribed by California Labor Code Section 1771.4(a)(3) and (c)(2).
5. Consultant shall comply with the provisions of California Labor Code Section 1776 which, among other things, require Consultant and each subcontractor to: (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform City of the location of the records. Consultant is responsible for compliance with Section 1776 by itself and all of its subcontractors.
6. Consultant shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Consultant is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
7. Consultant shall comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by Consultant or by any subcontractor for each calendar day during which such
worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
Date _______________ Signature ____________________________________
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 10
Meeting: July 2, 2024
Title: Parking Enforcement Agreement with Inter-Con Security Systems Inc.
Presented by: David Povero, Chief of Police
Recommendation: Approve the Agreement with Inter-Con Security Systems Inc. for parking enforcement services and authorize the City Manager or his designee to execute the agreement.
EXECUTIVE SUMMARY:
The City of Covina Police Department is currently in a one-year agreement with Inter-Con Security Systems Inc. to provide parking enforcement services. The agreement provides for a full-time parking enforcement officer who works Monday through Friday, 8:30 am to 5:30 pm (40 hrs.). In addition, part-time parking enforcement officers enforce overnight parking regulations seven days a week. In total, 128 hours of parking enforcement is conducted by Inter-Con Security per week. The current agreement expires on June 30, 2024.
DISCUSSION:
The current agreement with Inter-Con Security Systems Inc. expires on June 30, 2024, with no further extensions/amendments available.
This new agreement is for one year and expires on June 30, 2025 and contains an option for three (3) additional one (1) year extensions. This new agreement for FY 2024-25 will increase to $214,814.08 (2.4% increase) due to wage increases (inflation pressures) and healthcare cost.
FISCAL IMPACT:
The FY 2024-25 budget will cover this cost increase. No new allocation is needed as the funds will be budgeted and available in the Police Department FY 2024-25 budget under parking enforcement account 1010-1300-51880.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
None.
Respectfully submitted,
12923-0001\1917425v3.doc
ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated July 1, 2024 (“Effective Date”) and is between the City of Covina, a California municipal corporation (“City”) and Intercon Security Systems Inc., a California corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide professional services in the form of daytime and overnight parking enforcement..
B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The parties therefore agree as follows:
1. Term of Agreement. The term of this Agreement shall be from the Effective Date through June 30, 2025 unless sooner terminated as provided in Section 14 of this Agreement. The City may, upon mutual agreement, extend the contract for three (3) additional one (1) year terms. In no event shall the contract be extended beyond June 30, 2028
2. Compensation.
A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Two Hundred Fourteen Thousand Eight Hundred Fourteen Dollars and Eighteen Cents ($214,814.08) (the “maximum compensation”), based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A.
Any terms in Exhibit A, other than the payment rates and schedule of payment, are null and void.
B. Expenses. City shall only reimburse Consultant for those expenses expressly set forth in Exhibit A.
C. Additional Services. City shall not allow any claims for additional services performed by Consultant, unless the City Council and the Consultant Representative authorize the additional services in writing prior to Consultant’s performance of the additional services or incurrence of additional expenses. Any additional services or expenses authorized by the City Council shall be compensated at the rates set forth in Exhibit A, or, if not specified, at a rate mutually agreed to by the parties. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
3. Consultant’s Services.
12923-0001\1917425v3.doc
A. Scope of Services. Consultant shall perform the services described in the Scope of Services, attached as Exhibit B. City may request, in writing, changes in the scope of services to be performed. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Arron Tschida, Director of Operations (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
C. Time for Performance. Consultant shall commence the services on the Effective Date and shall perform all services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services required under this Agreement. All of the services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant shall determine the means, methods, and details by which Consultant’s personnel will perform the services under this Agreement. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards.
F. Compliance with Laws. The Consultant shall keep itself informed of all local, state and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City and its agents shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on a monthly basis or less frequently, for actual services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due. If City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
12923-0001\1917425v3.doc
B. Payment. City shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth in Section 2 of this Agreement. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Finance Director.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this agreement available during Consultant’s regular working hours to City for review and audit by City.
5. Ownership of Documents. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed (“written products”) pursuant to this Agreement shall become the sole property of the City without restriction or limitation upon its use and may be used, reused, disseminated or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
6. Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor and not an employee of City. The personnel performing the services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the services under this Agreement. Consultant shall acquire and maintain, at its sole cost and expense, such vehicles, equipment, and supplies as Consultant’s personnel require to perform any of the services required by this Agreement. Consultant shall perform the services off of City premises at locations of Consultant’s choice, except as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of the services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services.
City may make a computer available to Consultant from time to time for Consultant’s personnel
12923-0001\1917425v3.doc
to obtain information about or to check on the status of projects pertaining to the services under this Agreement.
B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of the services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
C. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section
6. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
7. PERS Compliance and Indemnification.
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees’ Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
12923-0001\1917425v3.doc
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 7. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
8. Confidentiality. All data, documents, discussion, or other information (collectively “data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential. Consultant shall keep all data confidential and shall not disclose any data to any person or entity without City’s prior written consent. City shall grant such consent if disclosure is legally required. Consultant shall return all data to City upon the expiration or termination of this Agreement. Consultant’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflicts of Interest. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov.
Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section 9 into any subcontract that Consultant executes in connection with the performance of this Agreement.
10. Indemnification.
A. Indemnities for Third Party Claims.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole
12923-0001\1917425v3.doc
negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph A. 2). 3) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 10 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties.
B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section 10, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section 10 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
12923-0001\1917425v3.doc
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Four Million Dollars ($4,000,000) per project or location.
If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under Subparagraph A. 1) of this Section 11. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Consultant has no employees while performing services under this Agreement, workers’ compensation policy is not required, but Consultant shall provide an executed declaration that it has no employees.
B. Acceptability of Insurers. The insurance policies required under this Section 11 shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section 11.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming the City, its officers, employees, agents and volunteers as additional insureds.
D. Primary and Non-Contributing. The insurance policies required under this Section 11 shall apply on a primary non-contributing basis in relation to any other insurance or selfinsurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.
E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section 11 shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be approved by City. At City’s option, Consultant shall either reduce or eliminate
12923-0001\1917425v3.doc
the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11 during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) calendar days’ prior written notice to City. If any insurance policy required under this Section 11 is canceled or reduced in coverage or limits, Consultant shall, within two (2) business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section 11 in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section 11, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section 11. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 10 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section 11.
12. Mutual Cooperation.
A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the services required under this Agreement.
12923-0001\1917425v3.doc
B. Consultant’s Cooperation. In the event any claim or action is brought against the City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
13. Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of Three (3) years. Consultant shall, without charge, provide City with access to the records during normal business hours. City may examine and audit the records and make transcripts therefrom, and inspect all program data, documents, proceedings and activities.
14. Termination or Suspension of Agreement.
A. Right to Terminate or Suspend. City may terminate or suspend this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least seven (7) calendar days before the termination or suspension is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
15. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
16. Notices. Any notices, consents, requests, demands, bills, invoices, reports or other communications which either party may desire to give to the other party under this Agreement must be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by reputable document delivery service or courier service during Consultant’s and City's regular business hours, or (c) five business days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the party to be notified as set forth below:
If to City: If to Consultant:
Attn: Chris Marcarello Mr. Neil Martau
City of Covina Chief Administrative Officer
125 E. College Street| Inter-Con Security Inc.
Covina, California 91723 210 South De Lacey Ave.
12923-0001\1917425v3.doc
Pasadena, CA 91105
17. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.
Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
18. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section 18 shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section 18, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
19. No Third Party Beneficiaries Intended. Except as otherwise provided in Section 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
20. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
21. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
22. Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been
12923-0001\1917425v3.doc
induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
23. Amendment of Agreement. This Agreement may be amended only by a writing signed by both parties. The City Manager is authorized to sign an amendment to this Agreement on the City Council’s behalf and without the City Council’s prior approval to make the following nonsubstantive modifications to the Agreement: (a) name changes; (b) extensions of time; (c) nonmonetary changes in the scope of work; and (d) termination of the Agreement.
24. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
25. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
26. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.
27. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Covina.
28. Attorneys’ Fees. In any litigation or other proceeding by which on party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
29. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
30. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
[SIGNATURE PAGE FOLLOWS]
12923-0001\1917425v3.doc
The parties, through their duly authorized representatives, are signing this Agreement on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name: Chris Marcarello
Title: City Manager
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
APPROVED AS TO FORM:
By:
Name: Candice K. Lee
Title: City Attorney
Consultant:
Inter-Con Security Systems Inc.,
a California Corporation
By:
Name: Neil Martau
Title: Chief Administrative Officer
By:
Name:
Title:
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
12923-0001\1917425v3.doc
EXHIBIT A
APPROVED FEE SCHEDULE
12923-0001\1917425v3.doc
EXHIBIT B
SCOPE OF SERVICES
12923-0001\1917425v3.doc
12923-0001\1917425v3.doc
12923-0001\1917425v3.doc
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 11
Meeting: July 2, 2024
Title: Sixth Amendment to the Agreement between MRH & Associates and the City of Covina Presented by: David Povero, Chief of Police
Recommendation: Approve the Sixth Amendment to the agreement between MRH & Associates LLC and the City of Covina and authorize the City Manager to execute the amendment.
EXECUTIVE SUMMARY:
The current agreement with MRH & Associates LLC is set to expire on June 30, 2024. This sixth amendment will extend the agreement to June 30, 2025, and add $50,000 for FY 2024-25.
DISCUSSION:
Since October 2018, MRH & Associates (Consultant) has been assisting the City of Covina with emergency operations center training and exercises to ensure the City is able to respond to emergencies and to continue providing services with minimal or no disruption during unusual incidents/events. Consultant and the City desire to extend the agreement to provide for training opportunities; disaster preparedness, table-top exercises, updates to the Emergency Operations Plan; updates to the Hazard Mitigation Plan and Incident Command System certification for staff.
FISCAL IMPACT:
This amendment is for $50,000 maximum for FY 2024-25. Funds have been appropriated in the Police FY 24-25 Budget under 1010 1700 51005.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Not applicable.
Respectfully submitted,
1 12923/0001/1924106-1
ATTACHMENT A
SIXTH AMENDMENT TO AGREEMENT BETWEEN THE CITY OF COVINA AND
MRH & ASSOCIATES LLC
THIS SIXH AMENDMENT is made and entered into as of July 1, 2024 by and between the City of Covina, a California municipal corporation (hereinafter referred to as “City”), and MRH & Associates LLC, a Limited Liability Company (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. This Sixth Amendment is made with the respect to the following facts and purposes:
a. On October 1, 2018, the City and Consultant entered into that certain Professional Services Agreement for Emergency Operations Center training and assistance in the amount of $50,000.
b. On August 20, 2019, The City and Consultant entered into the First Amendments to that certain Professional Services Agreement to extend the term of the agreement to October 1, 2020 and to increase compensation in the amount of $50,000 for a total not-to-exceed Agreement amount of $100,000.
c. On June 2, 2020 the City and Consultant entered into the Second Amendment to that certain Professional Services Agreement to extend the term of agreement to June 30, 2021 and to increase the compensation in the amount of $100,000 for a new total agreement amount not to exceed $200,000 and to amend the Agreement as set forth in the Second Amendment.
d. On July 1 , 2021 the City and Consultant entered into the Third Amendment to that certain Professional Services Agreement to extend the term of agreement to June 30, 2022 and to increase the compensation in the amount of $50,000 for a new total agreement amount not to exceed $250,000 and to amend the Agreement as set forth in the Third Amendment. e. On July 1, 2022 the City and Consultant entered into the Fourth Amendment to extent the term of agreement to June 30, 2003 and to increase the compensation in the amount of 50,000 for a new amout of $300,000 and to amend the Agreement as set forth in the Fouth Amendment.
f. On July 1, 2023 the City and Consultant entered into the Fifth Amendment to extent the term of agreement to June 30, 2024 and to increase the compensation in the amount of 50,000 for a new amout of $350,000 and to amend the Agreement as set forth in the Fifth Agreement.
g. The parties now desire to extend the term of the agreement to June 30, 2025, to increase the compensation in the amount of $50,000 for a new total agreement not to exceed $400,000 and to amend this Agreement as set forth in this Sixth Amendment.
2. Section 1 of the Agreement entitled “TERM OF AGREEMENT” is hereby amended to read as follows:
“The term of this Agreement shall be from the Effective Date through June 30, 2025, unless sooner terminated as provided in Section 12 of th`is
2 12923/0001/1924106-1
Agreement. The City may, upon mutual agreement, extend this Agreement for one (1) additional one year terms.”
3. Paragraph A of Section 2 of the Agreement entitled “COMPENSATION” is hereby amended to read as follows:
A. Compensation. As full compensation for Consultant’s services provided under this Agreement, City shall pay Consultant a sum not to exceed Four Hundred Thousand Dollars ($400,000) (the “maximum compensation”), based on the hourly rates set forth in the Approved Fee Schedule, attached hereto as Exhibit A. Any terms in Exhibit A, other than the payment rates and schedule of payment, are null and void.”
4. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
The parties, through their duly authorized representatives, are signing this Sixth Amendment on the date stated in the introductory clause.
City:
City of Covina,
a California municipal corporation
By:
Name: Chris Marcarello
Title: City Manager
ATTEST:
By:
Name: Fabian Velez
Title: Chief Deputy City Clerk
Consultant:
MRH & Associates LLC
A Limited Liability Company
By:
Name: Michael R. Hillmann
Title:
By:
Name:
Title:
(Two signatures of corporate officers required
for corporations under Corporations Code
Section 313, unless corporate documents
authorize only one person to sign this
Agreement on behalf of the corporation.)
3 12923/0001/1924106-1
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. CC 12
Meeting: July 2, 2024
Title: An Administrative Revision to the Legal Description of the Purchase & Sale Agreement Between the Successor Agency to the Covina Redevelopment Agency & City of Covina for Property Located at 602-626 S. Citrus Ave and 128 E. Rowland Ave Presented by: Brian K. Lee, AICP
Recommendation: Approve Revisions to the “Exhibit A” Legal Description to the Purchase and Sale Agreement and Related Documents Regarding the Successor Agency’s Sale of Property to the City of Covina located at 602-626 South Citrus Avenue and 128 East Rowland Street, APN 8451-001-911 and 8451-001-906.
EXECUTIVE SUMMARY:
On July 31, 2014, the California Department of Finance (“DOF”) approved the Successor Agency’s Long-Range Property Management Plan (“LRPMP”), which provides for the sale of the property located at 602-626 South Citrus Avenue and 128 East Rowland Street, (APN 8451-001-911 and 8451-001-906) to the City of Covina (the “Property”). The Property is approximately 127,579 square feet (2.93 acres) in size. On November 21, 2023, the Successor Agency to the Covina Redevelopment Agency adopted Resolution SA 2023-03, authorizing the execution and delivery of a Purchase and Sale Agreement (“Agreement”) regarding the Successor Agency’s sale of the Property to the City of Covina. The City of Covina concurrently adopted Resolution CC 2023-109, authorizing those same actions. On January 11, 2024, the Fifth Supervisorial District Consolidated Oversight Board for the Successor Agency to the Former Covina Redevelopment Agency authorized the execution and delivery of said Purchase and Sale Agreement, allowing the Successor Agency and City to move forward with the sale.
During the subsequent due diligence and escrow process, it was found that the recorded legal description for the Property does not match the wording in the “Exhibit A” legal description used in the Purchase and Sale Agreement and exhibits. Staff therefore recommends revising the “Exhibit A” legal description in the Purchase and Sale and related exhibits to match verbatim the recorded legal description.
DISCUSSION:
While performing due diligence during the escrow process, Staff discovered that the legal description provided by the title company did not match the “Exhibit A” legal description used within the Purchase and Sale Agreement documents. The original Purchase and Sale Agreement and related exhibits are included as Attachment A to this report. Staff consulted with Mr. Elie Farah, a licensed Land Surveyor and Civil Engineer for assistance in evaluating the discrepancy. Mr. Farah found that the recorded legal description presented by the title company described the same external boundaries and land area as the “Exhibit A” legal description used within the approved Agreement documents and encompasses the same addresses and APN numbers. The recorded version differs in that it is older and less streamlined than the legal description used in the “Exhibit A”, but describes the same land area. Replacing the legal description does not change the land area that is subject to the Agreement.
A Chain of Title and Grant Deeds were ordered to confirm the accuracy of the legal description provided by the title company. In order to obtain title insurance for the purchase of the Property, the legal descriptions must be identical in wording, even if they describe the same land area. For these reasons, Staff recommends replacing the existing “Exhibit A” legal descriptions within the Purchase and Sale Agreement with the recorded legal
description in alignment with what the title company has on record. The Purchase and Sale Agreement and related exhibits with the revised legal description are included as Attachment B to this report.
FISCAL IMPACT:
There is no fiscal impact related to the revision and replacement of the “Exhibit A” legal description.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
This activity will not result in a reasonably foreseeable change to the physical environment; it is exempt from CEQA under State CEQA Guidelines 15061 (b) (2) and (3) and does not constitute a project.
Respectfully submitted,
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ( this Agreement") is dated as ofNovember 21, 2023, and is entered into by and between the CITY OF COVINA (" City" or "Buyer"), and the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (" Seller").
RECITALS
A. Seller is the owner of the land described on Exhibit " A" and the improvements thereon ( collectively, the " Property").
B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other valuable consideration, the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:
1. SALE; PURCHASE PRICE.
1. Sale and Purchase. Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property upon the terms and conditions hereafter set forth.
1. 2 Purchase Price. The purchase price (" Purchase Price") for the Property shall be FIVE MILLION ONE HUNDRED TEN THOUSAND AND NO/ 100 Dollars 5, 110, 000.).
2. TITLE.
2. 1 General. Title to the Property shall be conveyed by a grant deed in the form attached hereto as Exhibit " B" and shall be evidenced by a Standard Coverage Form of Owner' sPolicy of Title Insurance, or if elected by Buyer, extended coverage title insurance Title Policy"). The Title Policy shall be issued by the title company described in Section 4. 2 Title Company"), with liability in the full amount of the Purchase Price, insuring title to the Property as vested in Buyer, free and clear of all liens and encumbrances and other matters affecting title to the Property, except the following ( which shall constitute " Approved Title Exceptions" under Section 2. 4 below):
2. 1. Assessment installments not yet due.
2. 1. The Lease between the Seller and PRY Properties dated July 11, 2000, as amended, which was assigned to WB Covina KI, LLC, as tenant, and which is currently a month -to -month tenancy (the " Lease").
2. 1. 3 Such other matters as are approved in writing by Buyer on or before the date that is thirty (30) days after delivery by Seller to Buyer by email to 1-
12923- 0001 \2869745v2. doc
ATTACHMENT B
ATTACHMENT A
ASpector@covinaca. gov and bgalloway@rwglaw. com of a preliminary report for the Property issued by the Title Company ( with hyperlinks to title exception documents).
2. Acts After Date of Agreement. During the period from the date of this Agreement until the Close of Escrow, Seller shall not record or permit to be recorded any document or instrument relating to the Property.
3. RIGHT OF ENTRY; INSPECTIONS.
3. 1 Seller hereby grants Buyer and its agents, employees, contractors and subcontractors ( collectively " Representatives") the right to enter the Property ( subject to the occupancy rights of tenants) for the purpose of conducting inspections and tests, including soils and geological investigation, and testing for toxic or hazardous substances and other contamination, at Buyer' s expense. If Buyer desires to terminate this Agreement as a result of its inspections, Buyer may do so in its sole and absolute discretion by written notice to Seller given on or before the date that is ninety ( 90) days after the date of this Agreement ( the " Inspection Deadline"), it being understood that Buyer shall inform Seller in writing promptly if Buyer shall have determined that the Property is acceptable ( in order to close as soon as possible).
3. 2 Buyer shall defend, indemnify, and hold Seller harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever (" Claims"), including fees of accountants, attorneys, expert witnesses, or other professionals, and all costs associated therewith, arising or claimed to arise, in connection with the entry by Buyer or its consultants upon the Property.
3. Seller shall promptly deliver to Buyer written disclosure of all material facts known to Buyer about the Property and copies of all material documents in Seller' s possession relating to the Property.
4. ESCROW.
4. 1 Agreement to Constitute Escrow Instructions. This Agreement shall constitute escrow instructions and a copy hereof shall be deposited with the Escrow Holder for that purpose.
4. 2 Escrow Holder. The escrow shall be opened with Fidelity National Title Company, at First American Title Insurance Company, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612, Attn: Ryan Hahn (" Escrow Holder"), within five ( 5) business days after the execution of this Agreement by Buyer and Seller delivering a copy of this executed Agreement
or executed counterparts) to Escrow Holder. This document shall be considered as the escrow instructions between the parties, with such further instructions as Escrow Holder requires in order to clarify the duties and responsibilities of Escrow Holder.
4. 3 Close of Escrow; Closing Deadline. For the purposes of this Agreement, Close of Escrow" shall be the date on which the grant deed for the Property in favor of Buyer is recorded in the Official Records of the Los Angeles County Recorder' sOffice. Provided all of Seller' s and Buyer' s obligations to be performed on or before Close of Escrow have been 2-
12923- 0001\ 2869745v2. doc
performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied ( and this Agreement shall not have been terminated in accordance with its terms), escrow shall close as soon as reasonably possible, but no later than one hundred and twenty 120) days after the date of this Agreement (" Closing Date"). All risk of loss or damage with respect to the Property shall pass from Seller to Buyer at the Close of Escrow. Possession of the Property shall be delivered to Buyer upon the Close ofEscrow, subject to the Lease.
4. Seller Deliveries. Seller represents and warrants to Buyer that Seller has delivered complete copies of all leases affecting the Property ( and all amendments thereto) to Buyer.
Before the Close ofEscrow, Seller shall deposit into escrow the following:
4.1 A grant deed conveying the Property to Buyer, in the form attached hereto as Exhibit " B", duly executed by Seller and acknowledged (the " Grant Deed");
4.2 Federal (" Firpta") and California state withholding certificates, showing that no withholding of sales proceeds is required of the Escrow Holder or Buyer; and i) counterpart of the tenant notice in the form attached hereto as Exhibit " C" ("Tenant Notice").
4.3 Any other documents contemplated by this Agreement, or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/ escrow.
4. 5 Buyer Deliveries. On or before the Close of Escrow, Buyer shall deposit into escrow the following (properly executed and acknowledged, if applicable):
4. 5. 1 The Purchase Price;
4. 5. 2 A Certificate of Acceptance for the Grant Deed, executed by Buyer and acknowledged ( for recording with the Grant Deed);
4. 5. 3 Counterpart of the Tenant Notice, executed by Buyer;
4. 5. Any net costs to be paid by Buyer under Section 4. 9 below; and
4. 5. Any documents contemplated by this Agreement or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/ escrow.
4. 6 Conditions to the Close of Escrow. Buyer' s obligation to close the transaction is subject to the satisfaction of all of the following conditions precedent, which are for Buyer' s benefit and may be waived only by Buyer:
4. 6. 1 Seller shall have performed all agreements to be performed by Seller hereunder;
3-
12923- 0001 \2869745v2. doc
4. 6. 2 As of the Close of Escrow, there shall have been no material adverse changes in the physical condition of the Property since Buyer' sinspection;
4. 6. 3 Title Company shall have issued or shall have committed to issue the Title Policy to Buyer, for the amount of the Purchase Price, showing fee title to the Property to be vested in Buyer subject only to the Approved Title Exceptions.
If any of such conditions to Close of Escrow are not timely satisfied, Buyer may terminate this Agreement by written notice to Seller, and Escrow Holder shall promptly return to Buyer all other funds ( and all interest accrued thereon) and documents deposited by Buyer in escrow and to return to Seller all funds and documents deposited by Seller in escrow and which are held by Escrow Holder on the date of the termination ( less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Section 4. 11 below).
4. 7 Closing; Recordation of Grant Deed; Delivery of Funds. Upon receipt of the funds and instruments described in this Section 4, Escrow Holder shall cause the Grant Deed with Certificate of Acceptance) to be recorded in the office of the County Recorder of Los Angeles County, California, and shall send the Tenant Notice to the existing tenant ( and deliver copies of the Tenant Notice to Buyer and Seller). Thereafter, Escrow Holder shall deliver the Purchase Price ( less any appropriate charges) to Seller in accordance with and subject to the preliminary settlement statement( s) approved by Buyer and Seller.
4. 8 Prorations. All rents and other charges under the Lease shall be prorated as of the Close of Escrow. Any property assessments not yet due shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations shall be determined on the basis of a 360 -day year.
4. 9 Costs of Escrow.
4. 9. 1 Seller shall pay:
a) The premium for the CLTA Standard Title Policy binder ( a binder" form of policy);
b) One- half (1/ 2) of the escrow fees;
c) Any remainder of the other closing costs or charges not expressly provided for herein and customarily paid by a Seller of real property in Los Angeles County, California.
4. 9. 2 Buyer shall pay:
a) One- half (1/ 2) of the escrow fees;
b) The cost of any survey and extended coverage title
insurance;
4-
12923- 0001 \2869745v2. doc
c) Any other closing costs or charges not expressly provided for herein and customarily paid by a Buyer of real property in Los Angeles County, California.
4. 10 Broker' sCommissions. Buyer and Seller represent to one another that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement, or to its knowledge is in any way connected with such transaction. Each party covenants and agrees that any other broker fee or commission which may be due or payable in connection with the closing of the transaction contemplated by this Agreement through its dealings with a broker, trader or salesperson shall be borne solely by that party.
4. 11 Escrow Cancellation Charges. In the event that this escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges. In the event that the escrow shall fail to close for any other reason, each party shall pay one- half (1/ 2) of all escrow and title cancellation charges.
5. ATTORNEYS' FEES. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to court costs, reasonable attorneys' fees and reasonable fees of expert witnesses.
6. NOTICES. All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows:
To Seller:
To Buyer:
Successor Agency to the Covina Redevelopment Agency
125 E. College Street
Covina, California 91723
Attention: Executive Director
City of Covina
125 E. College Street
Covina, California 91723
Attention: City Manager
Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier' srecords as the date of delivery or as the date of first attempted delivery, if sent by mail or courier service. Any party may change its address for purposes of this Section by giving notice to the other party as herein provided.
7. ENTIRE AGREEMENT. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. No provision of this Agreement may be amended, supplemented or in any way modified except by an agreement in writing signed by the parties 5-
12923- 0001\ 2869745v2. doc
hereto or their respective successors in interest and expressly stating that it is an amendment of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
9. TIME OF THE ESSENCE. Time is of the essence of this Agreement.
10. THIRD PARTIES. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.
11. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the economic terms of the transactions contemplated by this Agreement or the abilityof either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the escrow upon written notice to the other party given no later than ten ( 10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability. In the event of such termination, all funds deposited with Escrow Holder by Buyer and any interest accrued thereon shall be returned to Buyer.
12. ADDITIONAL DOCUMENTS. Each party hereto agrees to perfonn any further acts and to execute, acknowledge and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
13. AUTHORITY OF CITY MANAGER AND EXECUTIVE DIRECTOR. The City Manager of Buyer may give any and all notices, consents and terminations hereunder on behalf of Buyer provided they are in writing. The Executive Director of Seller may give any and all notices, consents and terminations hereunder on behalf of Seller provided they are in writing.
14. ASSIGNMENT BY BUYER. Buyer may not assign this Agreement without Seller' s written approval, in its sole and absolute discretion.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
6-
12923- 000 1 \ 2869745v2. doc
SELLER: BUYER:
SUCCESSOR AGENCY TO THE COVINA CITY OF COVINA
REDEVELOPMENT AGENCY
By:
By: Chris Marcarello, City Manager
Chris Marcarello, Executive Director
ATTEST:
Secretary/ City Clerk
APPROVED AS TO FORM:
By:
Candice Lee, City Attorney
7-
12923- 0001\ 2869745v2. doc
EXHIBIT " A"
DESCRIPTION OF THE LAND
PARCEL 1:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County, more particularly described as follows:
Beginning at the intersection of the centerline of Citrus Avenue, (formerly Citrus Street), 66 feet wide, with the centerline of Rowland Street, (formerly Rowland Avenue), 99 feet wide, as both streets are shown on said map; thence easterly along said centerline of Rowland Street 246. 67 feet; thence southerly, parallel with the westerly line of said Lot 4, a distance of 49. 50 feet to the southerly line of said Rowland Street, said point being the True Point of Beginning; thence continuing southerly, parallel with said westerly line of Lot 4, a distance of 99. 33 feet; thence westerly, parallel with said southerly line of Rowland Street, 59. 36 feet; thence northwesterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 161. 50 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 127. 31 feet from said southerly line of Rowland Street, measured at right angles thereto; thence southerly, parallel with said centerline of Citrus Avenue, a distance of 15. 44 feet, to a line that is parallel with and distant 142. 75 feet from said southerly line of Rowland Street; thence westerly along last said parallel line, a distance of 111. 50 feet, to a line that is parallel with and distant 17 feet easterly from the easterly line of said Citrus Avenue, measured at right angles thereto; thence northerly, a distance of 125. 75 feet along said last mentioned parallel line to a point 17 feet southerly thereon from said southerly line of Rowland Street; thence northeasterly 24. 04 feet in a direct line to a point in said southerly line of Rowland Street, 17 feet easterly thereon from said last mentioned parallel line; thence easterly along said southerly line of Rowland Street, 179. 67 feet to the True Point of Beginning.
PARCEL 2:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County and that portion of Lot 24 of Tract No. 19651 in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 506, Pages 33 and 34 of Maps of said County Recorder, more particularly described as follows:
Beginning at the intersection of a line that is parallel with and distant 63 feet westerly, measured at right angles, from the westerly line of Shoppers Lane, 70 feet wide, as said Shoppers Lane is shown on map of Tract No. 18945, recorded in Book 579, Pages 25 and 26 of Maps, Records of said County, with the southerly line of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as shown on said map of Tract No. 18945; thence southerly along said parallel line, a distance of 362. 53 feet, more or less, to its intersection with a line that is parallel with and distant A- 1
12923- 0001 \2869745v2. doc
63 feet northerly, measured- at right angles, from the southerly line of said Lot 24; thence westerly, a distance of 218. 67 feet, along last mentioned parallel line to its intersection with a line that is parallel with and distant 44. 80 feet easterly, measured at right angles, from the easterly line of Lot 23 of said Tract No. 19651; thence southerly along last mentioned parallel line, a distance of 63 feet, to the southerly line of said Lot 24; thence westerly along last said southerly line of Lot 24, a distance of 44. 80 feet, to the easterly line of said Lot 23; thence northerly along the easterly line of said Lot 23 and its northerly prolongation, a distance of 118. 98 feet, to the northerly line of said Lot 24; thence westerly along the northerly line of said Lot 24 to its intersection with a line that is parallel with and distant 17 feet easterly from the easterly line of Citrus Avenue, ( formerly Citrus Street), 66 feet wide, as said Citrus Street is shown on said map of Phillips Tract, measured at right angles thereto; thence northerly along last mentioned parallel line, a distance of 163. 67 feet, more or less, to its intersection with a line that is parallel with and distant 142. 75 feet southerly from the southerly line of Rowland Street, formerly Rowland Avenue), 99 feet wide, as said Rowland Street is shown on said map of Phillips Tract; thence easterly along last mentioned parallel line, a distance of 111. 50 feet; thence northerly, parallel with the centerline of said Citrus Avenue, a distance of 15. 44 feet; thence northeasterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 187. 31 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 99. 33 feet southerly from said southerly line of Rowland Street, measured at right angles thereto; thence easterly, parallel with said southerly line of Rowland Street, a distance of 59. 36 feet; thence northerly, parallel with said centerline of Citrus Avenue, a distance of 99. 33 feet to said southerly line of Rowland Street; thence easterly along said southerly line of Rowland Street, a distance of 167. 47 feet, more or less, to the point of beginning.
A- 2
12923- 0001 \2869745v2 doc
EXHIBIT " B"
FORM OF GRANT DEED (AND CERTIFICATE OF ACCEPTANCE)
Attached.)
B- 1
12923- 0001\ 2869745v2. doc
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk
APNs: [ SPACE ABOVE FOR RECORDER' SUSE ONLY]
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383, and is exempt from documentary transfer taxes as a
conveyance to a public entity ( California municipal corporation).
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (" Grantor"), hereby grants to the CITY OF COVINA, a California municipal corporation, the land located in the City of Covina, State of California, more particularly described on Exhibit " A" attached hereto, and all improvements thereon;
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: , 2023 SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By:
Chris Marcarello, Executive Director
B- 2
12923- 0001 \2869745v2. doc
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
On before me,
insert name and title of the officer)
Notary Public, 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/er/ their authorized capacity( ies), and that by his/er/ 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 ( Seal)
B- 3
12923- 000 l \2869745 v2. doc
Exhibit "A"
to Grant Deed
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County, more particularly described as follows:
Beginning at the intersection of the centerline of Citrus Avenue, (formerly Citrus Street), 66 feet wide, with the centerline of Rowland Street, (fonnerly Rowland Avenue), 99 feet wide, as both streets are shown on said map; thence easterly along said centerline of Rowland Street 246. 67 feet; thence southerly, parallel with the westerly line of said Lot 4, a distance of 49. 50 feet to the southerly line of said Rowland Street, said point being the True Point of Beginning; thence continuing southerly, parallel with said westerly line of Lot 4, a distance of 99. 33 feet; thence westerly, parallel with said southerly line of Rowland Street, 59. 36 feet; thence northwesterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 161. 50 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 127. 31 feet from said southerly line of Rowland Street, measured at right angles thereto; thence southerly, parallel with said centerline of Citrus Avenue, a distance of 15. 44 feet, to a line that is parallel with and distant 142. 75 feet from said southerly line of Rowland Street; thence westerly along last said parallel line, a distance of 111. 50 feet, to a line that is parallel with and distant 17 feet easterly from the easterly line of said Citrus Avenue, measured at right angles thereto; thence northerly, a distance of 125. 75 feet along said last mentioned parallel line to a point 17 feet southerly thereon from said southerly line of Rowland Street; thence northeasterly 24. 04 feet in a direct line to a point in said southerly line of Rowland Street, 17 feet easterly thereon from said last mentioned parallel line; thence easterly along said southerly line of Rowland Street, 179. 67 feet to the True Point of Beginning.
PARCEL 2:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County and that portion of Lot 24 of Tract No. 19651 in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 506, Pages 33 and 34 of Maps of said County Recorder, more particularly described as follows:
Beginning at the intersection of a line that is parallel with and distant 63 feet westerly, measured at right angles, from the westerly line of Shoppers Lane, 70 feet wide, as said Shoppers Lane is shown on map of Tract No. 18945, recorded in Book 579, Pages 25 and 26 of Maps, Records of said County, with the southerly line of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as shown on said map of Tract No. 18945; thence southerly along said parallel line, a distance of 362. 53 feet, more or less, to its intersection with a line that is parallel with and distant 12923- 0001\ 2869745v2. doc
63 feet northerly, measured at right angles, from the southerly line of said Lot 24; thence westerly, a distance of 218. 67 feet, along last mentioned parallel line to its intersection with a line that is parallel with and distant 44. 80 feet easterly, measured at right angles, from the easterly line of Lot 23 of said Tract No. 19651; thence southerly along last mentioned parallel line, a distance of 63 feet, to the southerly line of said Lot 24; thence westerly along last said southerly line of Lot 24, a distance of 44. 80 feet, to the easterly line of said Lot 23; thence northerly along the easterly line of said Lot 23 and its northerly prolongation, a distance of 118. 98 feet, to the northerly line of said Lot 24; thence westerly along the northerly line of said Lot 24 to its intersection with a line that is parallel with and distant 17 feet easterly from the easterly line of Citrus Avenue, ( formerly Citrus Street), 66 feet wide, as said Citrus Street is shown on said map of Phillips Tract, measured at right angles thereto; thence northerly along last mentioned parallel line, a distance of 163. 67 feet, more or less, to its intersection with a line that is parallel with and distant 142. 75 feet southerly from the southerly line of Rowland Street, formerly Rowland Avenue), 99 feet wide, as said Rowland Street is shown on said map of Phillips Tract; thence easterly along last mentioned parallel line, a distance of 111. 50 feet; thence northerly, parallel with the centerline of said Citrus Avenue, a distance of 15. 44 feet; thence northeasterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 187. 31 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 99. 33 feet southerly from said southerly line of Rowland Street, measured at right angles thereto; thence easterly, parallel with said southerly line of Rowland Street, a distance of 59. 36 feet; thence northerly, parallel with said centerline of Citrus Avenue, a distance of 99. 33 feet to said southerly line of Rowland Street; thence easterly along said southerly line of Rowland Street, a distance of 167. 47 feet, more or less, to the point of beginning.
12923- 0001\ 2869745v2. doc
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated 2023 from the Successor Agency to the Covina Redevelopment Agency to the City of Covina is hereby accepted by the undersigned officer on behalf of the City of Covina pursuant to authority conferred by resolution of the City Council of the City of Covina on November 21, 2023, and the grantee consents to recordation thereof by its duly authorized officer.
By:
Chris Marcarello, City Manager
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 before me, Notary
Public, 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/er/ their authorized capacity, and that by his/er/ their signature( s) on the instrument the person( s), or the entity( ies) 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.
Place Notary Seal Above
Signature of Notary Public
12923- 0001\ 2869745v2. doc
EXHIBIT " C"
FORMS OF NOTICE TO TENANT
Attached.)
Page I7973- Ob0$" 69745v2. doc
2023
Via Certified Mail and Federal Express
WB COVINA — KI, LLC
680 E. Colter St.
Phoenix, AZ 85012
With a
copy to:
KroescheSchindler, LLP
Attn: Michelle J. Berner, Esq.
2603 Main Street Suite 200
Irvine, CA 92614
Re: Notice of Conveyance of Leased Property and Change of Landlord Address; Month to Month Lease dated July 11, 2000 between the Covina Redevelopment Agency, as lessor, and PRY Properties as assigned to WB Covina KI, LLC, as amended ( the " Lease") ---The Successor Agency to the Covina Redevelopment Agency is successor - in -interest to Covina Redevelopment Agency and is Conveying the Leased Premises to the City of Covina Ladies and Gentlemen:
The City of Covina (" Buyer") has acquired the property that is subject to the above - referenced Lease from your current landlord, the Successor Agency to the Covina Redevelopment Agency (" Seller").
The Buyer' saddress for notices and payments, as the new landlord under the Lease, is as follows:
City of Covina
E. College Street
Covina, CA 91723
Attn: Treasurer
You are hereby directed to send all notices for the landlord under the Lease to the Buyer at such address for the Buyer. You are also hereby directed to make all payments to the landlord under the Lease, to the Buyer at such address for the Buyer.
Please cause the Buyer to be named as additional insured on your liability insurance, under the Lease, and please provide evidence of the additional insured coverage ( and the insurance required by the Lease) to the Buyer as soon as possible.
Page } 2993- Obunz669745v2. doc
2-
We hereby request that you acknowledge your receipt of this notice by executing this notice in the space provided below and returning a copy by PDF/ e- mail to the Buyer at ASpector@covinaca. gov; however, this notice shall be effective whether or not you do so.
This notice may be executed in counterparts, each of which and all of which together shall constitute one and the same notice.
Very truly yours,
BUYER/ NEWLANDLORD:
CITY OF COVINA
By:
Print Name:
Title:
SELLER/ OLD LANDLORD:
SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By:
Print Name:
Title:
RECEIPT ACKNOWLEDGED BY TENANT:
WB COVINA- KI, LLC
By:
Print Name:
Title:
Page N23- 00AS69745v2. doc
3-
RESOLUTION CC 2023- 109
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF
A PURCHASE AND SALE AGREEMENT FOR THE SALE OF
PROPERTY OWNED BY THE SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY LOCATED AT 602-6 SOUTH CITRUS
AVENUE AND 128 EAST ROWLAND STREET, FINDING THAT SUCH
AUTHORIZATION IS EXEMPT FROM ENVIRONMENTAL REVIEW
UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND
TAKING RELATED ACTIONS
WHEREAS, the Covina Redevelopment Agency ( the " Agency") was formed, existed and exercised its powers pursuant to the Community Redevelopment Law ( California Health and Safety Code Section 33000 et seq.); and
WHEREAS, the Agency acquired a property located at 128 East Rowland Street in 1987 and acquired an adjacent property located at 602-6 South Citrus Avenue in 1998 ( together, the Property"); and
WHEREAS, in 2012, the Agency was dissolved pursuant to the Dissolution Law ABx1 26, enacted on June 28, 2011, and as subsequently amended) and the City of Covina ( the City") elected to serve as the Successor Agency to the Covina Redevelopment Agency ( the Successor Agency"), which is a
legal entity separate from the City; and
WHEREAS, the Property transferred to the Successor Agency by operation of law upon the dissolution of the Agency, and the Property is listed on the Successor Agency' s Long -Range Property Management Plan approved by the California Department of Finance by its determination letter issued on July 31, 2014 (the " LRPMP"); and WHEREAS, the City desires to purchase the Property from the Successor Agency in a cash sale for its fair market value determined pursuant to an appraisal prepared by Colliers International Valuation & Advisory Services, a California certified general real estate appraiser, dated September 30, 2023 ( the " Appraisal"); and
WHEREAS, Section 54221( b)( 2) of the Surplus Land Act provides that " surplus land" does not include any specific disposal of land to an identified entity described in a long- range
property management plan; and
WHEREAS, with respect to the Property, the Successor Agency' s LRPMP includes a specific disposal of land ( i.e., the sale of the Property) to an identified entity described in the LRPMP, being the City, and therefore the sale of the Property from the Successor Agency to the City is not subject to Surplus Land Act pursuant to Government Code Section 54221( b)( 2); and WHEREAS, the City now desires to purchase the Property from the Successor Agency for a purchase price equal to the fair market value of the Property determined pursuant to the Appraisal and to approve that certain Purchase and Sale Agreement transferring fee title of the Property from the Successor Agency to the City in substantially the form as shown in Exhibit A", attached hereto and incorporated herein by this reference; and
ATTACHMENT C
WHEREAS, the proposed acquisition of the Property will be for the public benefit of the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution.
SECTION 2. The Purchase and Sale Agreement in the form attached hereto as Exhibit A" is hereby approved. Each of the City Manager of the City and Mayor of the City (each, an Authorized Officer"), individually, is hereby authorized to execute and deliver, for and in the name of the City, the Purchase and Sale Agreement in substantially such form, with such non - substantive changes therein as the Authorized Officer may approve ( such approval to be conclusively evidenced by the execution and delivery thereof), provided that such execution and delivery shall occur after the effective date of a resolution of the Los Angeles County Fifth execution
Supervisorial
and
District Consolidated Oversight Board approving the Successor Agency' s delivery of the Purchase and Sale Agreement.
SECTION 3. Pursuant to the requirements of the California Environmental Quality Act Public Resources Code Section 21000 et seq.) (" CEQA") the City has evaluated the action of authorizing the City to purchase the Property from the Successor Agency. The act of authorizing the City to purchase the Property does not approve any new development or construction of buildings, nor does it authorize any new land uses. For this reason, it can be seen with certainty that authorizing the City to purchase the Property from the Successor Agency pursuant to the Purchase and Sale Agreement substantially in the form attached to this Resolution as Exhibit "A" will not result in any significant adverse impact on the environment. Thus, said City authorization is exempt from the CEQA environmental review requirements pursuant to Section 15061( b)( 3) of Title 14 of the California Code of Regulations (" CEQA Guidelines"). Staff of the City is hereby directed to prepare and post a notice of exemption pursuant to CEQA Guidelines Section 15062.
SECTION 4. The Authorized Officers and staff of the City are hereby authorized, jointly and severally, to do all things ( including but not limited to the execution of any certificates or other instruments) which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and confirmed.
SECTION 5. The City Clerk shall certify to the adoption of this Resolution and the same shall take effect and be in force.
APPROVED and PASSED this 215` day ofNovember, 2023.
City of Covina, California
BY:
WALTER ALLEN, III, Mayor
Resolution CC 2023- 109 Page 2 of 3
ATTEST:
FABIAN VELEZ, Chief Deputy City Clerk
CERTIFICATION
I, Fabian Velez, Chief Deputy City Clerk of the City of Covina, California, do hereby certify that Resolution CC 2023- 109 was duly adopted by the City Council of the City of Covina at a regular
meeting held on the 21St day of November, 2023, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
FABIAN VELEZ, Chief Deputy City Clerk
Resolution CC 2023- 109 Page 3 of 3
EXHIBIT " A
PURCHASE AND SALE AGREEMENT
in substantial final form)
EXHIBIT A
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ( this Agreement") is dated as ofNovember 21, 2023, and is entered into by and between the CITY OF COVINA (" City" or "Buyer"), and the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (" Seller").
RECITALS
A. Seller is the owner of the land described on Exhibit " A" and the improvements thereon ( collectively, the " Property").
B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other valuable consideration, the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:
1. SALE; PURCHASE PRICE.
1. Sale and Purchase. Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property upon the terms and conditions hereafter set forth.
1. 2 Purchase Price. The purchase price (" Purchase Price") for the Property shall be FIVE MILLION ONE HUNDRED TEN THOUSAND AND NO/ 100 Dollars 5, 110, 000.).
2. TITLE.
2. 1 General. Title to the Property shall be conveyed by a grant deed in the form attached hereto as Exhibit " B" and shall be evidenced by a Standard Coverage Form of Owner' s Policy of Title Insurance, or if elected by Buyer, extended coverage title insurance Title Policy"). The Title Policy shall be issued by the title company described in Section 4. 2 Title Company"), with liability in the full amount of the Purchase Price, insuring title to the Property as vested in Buyer, free and clear of all liens and encumbrances and other matters affecting title to the Property, except the following ( which shall constitute " Approved Title Exceptions" under Section 2. 4 below):
2. 1. Assessment installments not yet due.
2. 1. The Lease between the Seller and PRY Properties dated July 11, 2000, as amended, which was assigned to WB Covina KI, LLC, as tenant, and which is currently a month -to -month tenancy ( the " Lease").
2. 1. 3 Such other matters as are approved in writing by Buyer on or before the date that is thirty ( 30) days after delivery by Seller to Buyer by email to 1-
12923- 0001 \2869745v2. doc
ATTACHMENT D
ASpector@covinaca. gov and bgalloway@rwglaw. com of a preliminary report for the Property issued by the Title Company ( with hyperlinks to title exception documents).
2. Acts After Date of Agreement. During the period from the date of this Agreement until the Close of Escrow, Seller shall not record or permit to be recorded any document or instrument relating to the Property.
3. RIGHT OF ENTRY; INSPECTIONS.
3. 1 Seller hereby grants Buyer and its agents, employees, contractors and subcontractors ( collectively " Representatives") the right to enter the Property ( subject to the occupancy rights of tenants) for the purpose of conducting inspections and tests, including soils and geological investigation, and testing for toxic or hazardous substances and other contamination, at Buyer' s expense. If Buyer desires to terminate this Agreement as a result of its inspections, Buyer may do so in its sole and absolute discretion by written notice to Seller given on or before the date that is ninety ( 90) days after the date of this Agreement ( the " Inspection Deadline"), it being understood that Buyer shall inform Seller in writing promptly if Buyer shall have determined that the Property is acceptable ( in order to close as soon as possible).
3. 2 Buyer shall defend, indemnify, and hold Seller harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever (" Claims"), including fees of accountants, attorneys, expert witnesses, or other professionals, and all costs associated therewith, arising or claimed to arise, in connection with the entry by Buyer or its consultants upon the Property.
3. Seller shall promptly deliver to Buyer written disclosure of all material facts known to Buyer about the Property and copies of all material documents in Seller' s possession relating to the Property.
4. ESCROW.
4. 1 Agreement to Constitute Escrow Instructions. This Agreement shall constitute escrow instructions and a copy hereof shall be deposited with the Escrow Holder for that purpose.
4. 2 Escrow Holder. The escrow shall be opened with Fidelity National Title Company, at First American Title Insurance Company, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612, Attn: Ryan Hahn (" Escrow Holder"), within five ( 5) business days after the execution of this Agreement by Buyer and Seller delivering a copy of this executed Agreement
or executed counterparts) to Escrow Holder. This document shall be considered as the escrow instructions between the parties, with such further instructions as Escrow Holder requires in order to clarify the duties and responsibilities of Escrow Holder.
4. 3 Close of Escrow; Closing Deadline. For the purposes of this Agreement, Close of Escrow" shall be the date on which the grant deed for the Property in favor of Buyer is recorded in the Official Records of the Los Angeles County Recorder' sOffice. Provided all of Seller' s and Buyer' s obligations to be performed on or before Close of Escrow have been 2-
12923- 0001\ 2869745v2. doc
performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied ( and this Agreement shall not have been terminated in accordance with its terms), escrow shall close as soon as reasonably possible, but no later than one hundred and twenty 120) days after the date of this Agreement (" Closing Date"). All risk of loss or damage with respect to the Property shall pass from Seller to Buyer at the Close of Escrow. Possession of the Property shall be delivered to Buyer upon the Close of Escrow, subject to the Lease.
4. Seller Deliveries. Seller represents and warrants to Buyer that Seller has delivered complete copies of all leases affecting the Property ( and all amendments thereto) to Buyer.
Before the Close of Escrow, Seller shall deposit into escrow the following:
4.1 A grant deed conveying the Property to Buyer, in the form attached hereto as Exhibit " B", duly executed by Seller and acknowledged ( the " Grant Deed");
4.2 Federal (" Firpta") and California state withholding certificates, showing that no withholding of sales proceeds is required of the Escrow Holder or Buyer; and i) counterpart of the tenant notice in the form attached hereto as Exhibit " C" ("Tenant Notice").
4.3 Any other documents contemplated by this Agreement, or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/ escrow.
4. 5 Buyer Deliveries. On or before the Close of Escrow, Buyer shall deposit into escrow the following ( properly executed and acknowledged, if applicable):
4. 5. 1 The Purchase Price;
4. 5. 2 A Certificate ofAcceptance for the Grant Deed, executed by Buyer and acknowledged ( for recording with the Grant Deed);
4. 5. 3 Counterpart of the Tenant Notice, executed by Buyer;
4. 5. Any net costs to be paid by Buyer under Section 4. 9 below; and
4.5. Any documents contemplated by this Agreement or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/ escrow.
4. 6 Conditions to the Close of Escrow. Buyer' s obligation to close the transaction is subject to the satisfaction of all of the following conditions precedent, which are for Buyer' s benefit and may be waived only by Buyer:
4. 6. 1 Seller shall have performed all agreements to be performed by Seller hereunder;
3-
12923- 0001 \2 8 69745 v2. do c
4. 6. 2 As of the Close of Escrow, there shall have been no material adverse changes in the physical condition of the Property since Buyer' sinspection;
4. 6. 3 Title Company shall have issued or shall have committed to issue the Title Policy to Buyer, for the amount of the Purchase Price, showing fee title to the Property to be vested in Buyer subject only to the Approved Title Exceptions.
If any of such conditions to Close of Escrow are not timely satisfied, Buyer may terminate this Agreement by written notice to Seller, and Escrow Holder shall promptly return to Buyer all other funds ( and all interest accrued thereon) and documents deposited by Buyer in escrow and to return to Seller all funds and documents deposited by Seller in escrow and which are held by Escrow Holder on the date of the termination ( less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Section 4. 11 below).
4. 7 Closing; Recordation of Grant Deed; Delivery of Funds. Upon receipt of the funds and instruments described in this Section 4, Escrow Holder shall cause the Grant Deed with Certificate of Acceptance) to be recorded in the office of the County Recorder of Los Angeles County, California, and shall send the Tenant Notice to the existing tenant ( and deliver copies of the Tenant Notice to Buyer and Seller). Thereafter, Escrow Holder shall deliver the Purchase Price ( less any appropriate charges) to Seller in accordance with and subject to the preliminary settlement statement( s) approved by Buyer and Seller.
4. 8 Prorations. All rents and other charges under the Lease shall be prorated as of the Close of Escrow. Any property assessments not yet due shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations shall be determined on the basis of a 360 -day year.
4. 9 Costs of Escrow.
4. 9. 1 Seller shall pay:
a) The premium for the CLTA Standard Title Policy binder (a binder" form of policy);
b) One- half (1/ 2) of the escrow fees;
c) Any remainder of the other closing costs or charges not expressly provided for herein and customarily paid by a Seller of real property in Los Angeles County, California.
4. 9. 2 Buyer shall pay:
a) One- half (1/ 2) of the escrow fees;
b) The cost of any survey and extended coverage title
insurance;
4-
12923- 0001\ 2869745v2. doc
c) Any other closing costs or charges not expressly provided for herein and customarily paid by a Buyer of real property in Los Angeles County, California.
4. 10 Broker' sCommissions. Buyer and Seller represent to one another that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement, or to its knowledge is in any way connected with such transaction. Each party covenants and agrees that any other broker fee or commission which may be due or payable in connection with the closing of the transaction contemplated by this Agreement through its dealings with a broker, trader or salesperson shall be borne solely by that party.
4. 11 Escrow Cancellation Charges. In the event that this escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges. In the event that the escrow shall fail to close for any other reason, each party shall pay one- half (1/ 2) of all escrow and title cancellation charges.
5. ATTORNEYS' FEES. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to court costs, reasonable attorneys' fees and reasonable fees of expert witnesses.
6. NOTICES. All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows:
To Seller:
To Buyer:
Successor Agency to the Covina Redevelopment Agency
125 E. College Street
Covina, California 91723
Attention: Executive Director
City of Covina
125 E. College Street
Covina, California 91723
Attention: City Manager
Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier' srecords as the date of delivery or as the date of first attempted delivery, if sent by mail or courier service. Any party may change its address for purposes of this Section by giving notice to the other party as herein provided.
7. ENTIRE AGREEMENT. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. No provision of this Agreement may be amended, supplemented or in any way modified except by an agreement in writing signed by the parties 5-
12923- 0001 \2869745 v2. doc
hereto or their respective successors in interest and expressly stating that it is an amendment of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
9. TIME OF THE ESSENCE. Time is of the essence of this Agreement.
10. THIRD PARTIES. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.
11. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the economic terms of the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the escrow upon written notice to the other party given no later than ten ( 10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability. In the event of such termination, all funds deposited with Escrow Holder by Buyer and any interest accrued thereon shall be returned to Buyer.
12. ADDITIONAL DOCUMENTS. Each party hereto agrees to perform any further acts and to execute, acknowledge and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
13. AUTHORITY OF CITY MANAGER AND EXECUTIVE DIRECTOR. The City Manager of Buyer may give any and all notices, consents and terminations hereunder on behalf of Buyer provided they are in writing. The Executive Director of Seller may give any and all notices, consents and terminations hereunder on behalf of Seller provided they are in writing.
14. ASSIGNMENT BY BUYER. Buyer may not assign this Agreement without Seller' swritten approval, in its sole and absolute discretion.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
6-
12923- 0001 \2869745 v2. doc
SELLER: BUYER:
SUCCESSOR AGENCY TO THE COVINA CITY OF COVINA
REDEVELOPMENT AGENCY
By:
By: Chris Marcarello, City Manager
Chris Marcarello, Executive Director
ATTEST:
Secretary/ City Clerk
APPROVED AS TO FORM:
By:
Candice Lee, City Attorney
7-
12923- 0001\ 2869745v2. doc
EXHIBIT " A"
DESCRIPTION OF THE LAND
PARCEL 1:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County, more particularly described as follows:
Beginning at the intersection of the centerline of Citrus Avenue, ( formerly Citrus Street), 66 feet wide, with the centerline of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as both streets are shown on said snap; thence easterly along said centerline of Rowland Street 246. 67 feet; thence southerly, parallel with the westerly line of said Lot 4, a distance of 49. 50 feet to the southerly line of said Rowland Street, said point being the True Point of Beginning; thence continuing southerly, parallel with said westerly line of Lot 4, a distance of 99. 33 feet; thence westerly, parallel with said southerly line of Rowland Street, 59. 36 feet; thence northwesterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 161. 50 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 127. 31 feet from said southerly line of Rowland Street, measured at right angles thereto; thence southerly, parallel with said centerline of Citrus Avenue, a distance of 15. 44 feet, to a line that is parallel with and distant 142. 75 feet from said southerly line of Rowland Street; thence westerly along last said parallel line, a distance of 111. 50 feet, to a line that is parallel with and distant 17 feet easterly from the easterly line of said Citrus Avenue, measured at right angles thereto; thence northerly, a distance of 125. 75 feet along said last mentioned parallel line to a point 17 feet southerly thereon from said southerly line of Rowland Street; thence northeasterly 24. 04 feet in a direct line to a point in said southerly line of Rowland Street, 17 feet easterly thereon from said last mentioned parallel line; thence easterly along said southerly line of Rowland Street, 179. 67 feet to the True Point of Beginning.
PARCEL 2:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County and that portion of Lot 24 of Tract No. 19651 in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 506, Pages 33 and 34 of Maps of said County Recorder, more particularly described as follows:
Beginning at the intersection of a line that is parallel with and distant 63 feet westerly, measured at right angles, from the westerly line of Shoppers Lane, 70 feet wide, as said Shoppers Lane is shown on map of Tract No. 18945, recorded in Book 579, Pages 25 and 26 of Maps, Records of said County, with the southerly line of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as shown on said map of Tract No. 18945; thence southerly along said parallel line, a distance of 362. 53 feet, more or less, to its intersection with a line that is parallel with and distant A- 1
12923- 0001 \2869745v2. doc
63 feet northerly, measured at right angles, from the southerly line of said Lot 24; thence westerly, a distance of 218. 67 feet, along last mentioned parallel line to its intersection with a line that is parallel with and distant 44. 80 feet easterly, measured at right angles, from the easterly line of Lot 23 of said Tract No. 19651; thence southerly along last mentioned parallel line, a distance of 63 feet, to the southerly line of said Lot 24; thence westerly along last said southerly line of Lot 24, a distance of 44. 80 feet, to the easterly line of said Lot 23; thence northerly along the easterly line of said Lot 23 and its northerly prolongation, a distance of 118. 98 feet, to the northerly line of said Lot 24; thence westerly along the northerly line of said Lot 24 to its intersection with a line that is parallel with and distant 17 feet easterly from the easterly line of Citrus Avenue, (formerly Citrus Street), 66 feet wide, as said Citrus Street is shown on said map of Phillips Tract, measured at right angles thereto; thence northerly along last mentioned parallel line, a distance of 163. 67 feet, more or less, to its intersection with a line that is parallel with and distant 142. 75 feet southerly from the southerly line of Rowland Street, formerly Rowland Avenue), 99 feet wide, as said Rowland Street is shown on said map of Phillips Tract; thence easterly along last mentioned parallel line, a distance of 111. 50 feet; thence northerly, parallel with the centerline of said Citrus Avenue, a distance of 15. 44 feet; thence northeasterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 187. 31 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 99. 33 feet southerly from said southerly line of Rowland Street, measured at right angles thereto; thence easterly, parallel with said southerly line of Rowland Street, a distance of 59. 36 feet; thence northerly, parallel with said centerline of Citrus Avenue, a distance of 99. 33 feet to said southerly line of Rowland Street; thence easterly along said southerly line of Rowland Street, a distance of 167. 47 feet, more or less, to the point of beginning.
A- 2
12923- 0001 \2869745v2 doc
EXHIBIT " B"
FORM OF GRANT DEED ( AND CERTIFICATE OF ACCEPTANCE)
Attached.)
B- 1
12923- 0001\ 2869745v2. doc
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk
APNs: [ SPACE ABOVE FOR RECORDER' SUSE ONLY]
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383, and is exempt from documentary transfer taxes as a
conveyance to a public entity (California municipal corporation).
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (" Grantor"), hereby grants to the CITY OF COVINA, a California municipal corporation, the land located in the City of Covina, State of California, more particularly described on Exhibit " A" attached hereto, and all improvements thereon;
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: , 2023 SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By:
Chris Marcarello, Executive Director
B- 2
12923- 0001 \2869745 v2. doc
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
On before me,
insert name and title of the officer)
Notary Public, 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/er/ their authorized capacity( ies), and that by his/er/ 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 ( Seal)
B- 3
12923- 0001 \2869745v2. doc
Exhibit "A"
to Grant Deed
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County, more particularly described as follows:
Beginning at the intersection of the centerline of Citrus Avenue, ( formerly Citrus Street), 66 feet wide, with the centerline of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as both streets are shown on said map; thence easterly along said centerline of Rowland Street 246. 67 feet; thence southerly, parallel with the westerly line of said Lot 4, a distance of 49. 50 feet to the southerly line of said Rowland Street, said point being the True Point of Beginning; thence continuing southerly, parallel with said westerly line of Lot 4, a distance of 99. 33 feet; thence westerly, parallel with said southerly line of Rowland Street, 59. 36 feet; thence northwesterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 161. 50 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 127. 31 feet from said southerly line of Rowland Street, measured at right angles thereto; thence southerly, parallel with said centerline of Citrus Avenue, a distance of 15. 44 feet, to a line that is parallel with and distant 142. 75 feet from said southerly line of Rowland Street; thence westerly along last said parallel line, a distance of 111. 50 feet, to a line that is parallel with and distant 17 feet easterly from the easterly line of said Citrus Avenue, measured at right angles thereto; thence northerly, a distance of 125. 75 feet along said last mentioned parallel line to a point 17 feet southerly thereon from said southerly line of Rowland Street; thence northeasterly 24. 04 feet in a direct line to a point in said southerly line of Rowland Street, 17 feet easterly thereon from said last mentioned parallel line; thence easterly along said southerly line of Rowland Street, 179. 67 feet to the True Point ofBeginning.
PARCEL 2:
That portion of Lot 4, Block 23 of the Phillips Tract, in the Rancho La Puente, in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 9 Pages 3 and 4 of Miscellaneous Records in the County Recorder of said County and that portion of Lot 24 of Tract No. 19651 in the City of Covina, County of Los Angeles, State of California, as per map recorded in Book 506, Pages 33 and 34 of Maps of said County Recorder, more particularly described as follows:
Beginning at the intersection of a line that is parallel with and distant 63 feet westerly, measured at right angles, from the westerly line of Shoppers Lane, 70 feet wide, as said Shoppers Lane is shown on map of Tract No. 18945, recorded in Book 579, Pages 25 and 26 of Maps, Records of said County, with the southerly line of Rowland Street, ( formerly Rowland Avenue), 99 feet wide, as shown on said map of Tract No. 18945; thence southerly along said parallel line, a distance of 362. 53 feet, more or less, to its intersection with a line that is parallel with and distant 12923- 0001 \2869745v2. doc
63 feet northerly, measured at right angles, from the southerly line of said Lot 24; thence westerly, a distance of 218. 67 feet, along last mentioned parallel line to its intersection with a line that is parallel with and distant 44. 80 feet easterly, measured at right angles, from the easterly line of Lot 23 of said Tract No. 19651; thence southerly along last mentioned parallel line, a distance of 63 feet, to the southerly line of said Lot 24; thence westerly along last said southerly line of Lot 24, a distance of 44. 80 feet, to the easterly line of said Lot 23; thence northerly along the easterly line of said Lot 23 and its northerly prolongation, a distance of 118. 98 feet, to the northerly line of said Lot 24; thence westerly along the northerly line of said Lot 24 to its intersection with a line that is parallel with and distant 17 feet easterly from the easterly line of Citrus Avenue, ( formerly Citrus Street), 66 feet wide, as said Citrus Street is shown on said map of Phillips Tract, measured at right angles thereto; thence northerly along last mentioned parallel line, a distance of 163. 67 feet, more or less, to its intersection with a line that is parallel with and distant 142. 75 feet southerly from the southerly line of Rowland Street, formerly Rowland Avenue), 99 feet wide, as said Rowland Street is shown on said map of Phillips Tract; thence easterly along last mentioned parallel line, a distance of 111. 50 feet; thence northerly, parallel with the centerline of said Citrus Avenue, a distance of 15. 44 feet; thence northeasterly, a distance of 38. 61 feet, in a direct line to the intersection of a line that is parallel with and distant 187. 31 feet easterly from said centerline of Citrus Avenue, measured at right angles thereto, with a line that is parallel with and distant 99. 33 feet southerly from said southerly line of Rowland Street, measured at right angles thereto; thence easterly, parallel with said southerly line of Rowland Street, a distance of 59. 36 feet; thence northerly, parallel with said centerline of Citrus Avenue, a distance of 99. 33 feet to said southerly line of Rowland Street; thence easterly along said southerly line of Rowland Street, a distance of 167. 47 feet, more or less, to the point of beginning.
12923- 0001 \2869745v2. doc
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated 2023 from the Successor Agency to the Covina Redevelopment Agency to the City of Covina is hereby accepted by the undersigned officer on behalf of the City of Covina pursuant to authority conferred by resolution of the City Council of the City of Covina on November 21, 2023, and the grantee consents to recordation thereof by its duly authorized officer.
By:
Chris Marcarello, City Manager
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 before me, Notary
Public, 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/er/ their authorized capacity, and that by his/er/ their signature( s) on the instrument the person( s), or the entity( ies) 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.
Place Notary Seal Above
Signature ofNotary Public
12923- 0001 \2869745v2 doc
EXHIBIT " C"
FORMS OF NOTICE TO TENANT
Attached.)
Page ?A93$ ' O \ 69745v2. doc Page 252 of 272
2023
Via Certified Mail and Federal Express
WB COVINA — KI, LLC
680 E. Colter St.
Phoenix, AZ 85012
With a copy to:
KroescheSchindler, LLP
Attn: Michelle J. Berner, Esq.
2603 Main Street Suite 200
Irvine, CA 92614
Re: Notice of Conveyance of Leased Property and Change of Landlord Address; Month to Month Lease dated July 11, 2000 between the Covina Redevelopment Agency, as lessor , and PRY Properties as assigned to WB Covina KI, LLC, as amended ( the " Lease") ---The Successor Agency to the Covina Redevelopment Agency is successor - in -interest to Covina Redevelopment Agency and is Conveying the Leased Premises to the City of Covina Ladies and Gentlemen:
The City of Covina (" Buyer") has acquired the property that is subject to the above - referenced Lease from your current landlord, the Successor Agency to the Covina Redevelopment Agency (" Seller").
The Buyer' s address for notices and payments, as the new landlord under the Lease, is as follows:
City of Covina
E. College Street
Covina, CA 91723
Attn: Treasurer
You are hereby directed to send all notices for the landlord under the Lease to the Buyer at such address for the Buyer. You are also hereby directed to make all payments to the landlord under the Lease, to the Buyer at such address for the Buyer.
Please cause the Buyer to be named as additional insured on your liability insurance, under the Lease, and please provide evidence of the additional insured coverage ( and the insurance required by the Lease) to the Buyer as soon as possible.
Page ?_; 13q0 69745v2. doc
2-
We hereby request that you acknowledge your receipt of this notice by executing this notice in the space provided below and returning a
copy by PDF/ e- mail to the Buyer at
ASpector@covinaca. gov; however, this notice shall be effective whether or not you do so.
This notice may be executed in counterparts, each of which and all of which together shall constitute one and the same notice.
Very truly yours,
BUYER/ NEW LANDLORD:
CITY OF COVINA
By:
Print Name:
Title:
SELLER/ OLD LANDLORD:
SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By:
Print Name:
Title:
RECEIPT ACKNOWLEDGED BY TENANT:
WB COVINA- KI, LLC
By:
Print Name:
Title:
Page @3 0266P69745v2. doc
3-
-1-
12923-0001\2869745v2.doc
ATTACHMENT B
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS (this “Agreement”) is dated as of November 21, 2023, and is entered into by and between the CITY OF COVINA (“City” or “Buyer”), and the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (“Seller”).
RECITALS
A. Seller is the owner of the land described on Exhibit “A” and the improvements thereon (collectively, the “Property”).
B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other valuable consideration, the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:
1. SALE; PURCHASE PRICE.
1.1 Sale and Purchase. Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property upon the terms and conditions hereafter set forth.
1.2 Purchase Price. The purchase price (“Purchase Price”) for the Property shall be FIVE MILLION ONE HUNDRED TEN THOUSAND AND NO/100 Dollars ($5,110,000.00).
2. TITLE.
2.1 General. Title to the Property shall be conveyed by a grant deed in the form attached hereto as Exhibit “B” and shall be evidenced by a Standard Coverage Form of Owner’s Policy of Title Insurance, or if elected by Buyer, extended coverage title insurance (“Title Policy”).
The Title Policy shall be issued by the title company described in Section 4.2 (“Title Company”), with liability in the full amount of the Purchase Price, insuring title to the Property as vested in Buyer, free and clear of all liens and encumbrances and other matters affecting title to the Property, except the following (which shall constitute “Approved Title Exceptions” under Section 2.4 below):
2.1.1 Assessment installments not yet due.
2.1.2 The Lease between the Seller and PRY Properties dated July 11, 2000, as amended, which was assigned to WB Covina KI, LLC, as tenant, and which is currently a month-to-month tenancy (the “Lease”).
2.1.3 Such other matters as are approved in writing by Buyer on or before the date that is thirty (30) days after delivery by Seller to Buyer by email to
-2-
12923-0001\2869745v2.doc
[email protected] and [email protected] of a preliminary report for the Property issued by the Title Company (with hyperlinks to title exception documents).
2.2 Acts After Date of Agreement. During the period from the date of this Agreement until the Close of Escrow, Seller shall not record or permit to be recorded any document or instrument relating to the Property.
3. RIGHT OF ENTRY; INSPECTIONS.
3.1 Seller hereby grants Buyer and its agents, employees, contractors and subcontractors (collectively “Representatives”) the right to enter the Property (subject to the occupancy rights of tenants) for the purpose of conducting inspections and tests, including soils and geological investigation, and testing for toxic or hazardous substances and other contamination, at Buyer’s expense. If Buyer desires to terminate this Agreement as a result of its inspections, Buyer may do so in its sole and absolute discretion by written notice to Seller given on or before the date that is ninety (90) days after the date of this Agreement (the “Inspection Deadline”), it being understood that Buyer shall inform Seller in writing promptly if Buyer shall have determined that the Property is acceptable (in order to close as soon as possible).
3.2 Buyer shall defend, indemnify, and hold Seller harmless from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever (“Claims”), including fees of accountants, attorneys, expert witnesses, or other professionals, and all costs associated therewith, arising or claimed to arise, in connection with the entry by Buyer or its consultants upon the Property.
3.3 Seller shall promptly deliver to Buyer written disclosure of all material facts known to Buyer about the Property and copies of all material documents in Seller’s possession relating to the Property.
4. ESCROW.
4.1 Agreement to Constitute Escrow Instructions. This Agreement shall constitute escrow instructions and a copy hereof shall be deposited with the Escrow Holder for that purpose.
4.2 Escrow Holder. The escrow shall be opened with Fidelity National Title Company, at First American Title Insurance Company, 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612, Attn: Ryan Hahn (“Escrow Holder”), within five (5) business days after the execution of this Agreement by Buyer and Seller delivering a copy of this executed Agreement (or executed counterparts) to Escrow Holder. This document shall be considered as the escrow instructions between the parties, with such further instructions as Escrow Holder requires in order to clarify the duties and responsibilities of Escrow Holder.
4.3 Close of Escrow; Closing Deadline. For the purposes of this Agreement, “Close of Escrow” shall be the date on which the grant deed for the Property in favor of Buyer is recorded in the Official Records of the Los Angeles County Recorder’s Office. Provided all of Seller’s and Buyer’s obligations to be performed on or before Close of Escrow have been
-3-
12923-0001\2869745v2.doc
performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied (and this Agreement shall not have been terminated in accordance with its terms), escrow shall close as soon as reasonably possible, but no later than one hundred and twenty (120) days after the date of this Agreement (“Closing Date”). All risk of loss or damage with respect to the Property shall pass from Seller to Buyer at the Close of Escrow. Possession of the Property shall be delivered to Buyer upon the Close of Escrow, subject to the Lease.
4.4 Seller Deliveries. Seller represents and warrants to Buyer that Seller has delivered complete copies of all leases affecting the Property (and all amendments thereto) to Buyer.
Before the Close of Escrow, Seller shall deposit into escrow the following:
4.4.1 A grant deed conveying the Property to Buyer, in the form attached hereto as Exhibit “B”, duly executed by Seller and acknowledged (the “Grant Deed”);
4.4.2 Federal (“Firpta”) and California state withholding certificates, showing that no withholding of sales proceeds is required of the Escrow Holder or Buyer; and (i) counterpart of the tenant notice in the form attached hereto as Exhibit “C” (“Tenant Notice”).
4.4.3 Any other documents contemplated by this Agreement, or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/escrow.
4.5 Buyer Deliveries. On or before the Close of Escrow, Buyer shall deposit into escrow the following (properly executed and acknowledged, if applicable):
4.5.1 The Purchase Price;
4.5.2 A Certificate of Acceptance for the Grant Deed, executed by Buyer and acknowledged (for recording with the Grant Deed);
4.5.3 Counterpart of the Tenant Notice, executed by Buyer;
4.5.4 Any net costs to be paid by Buyer under Section 4.9 below; and
4.5.5 Any documents contemplated by this Agreement or reasonably required by Escrow Holder or Title Company to be deposited by Buyer to carry out this transaction/escrow.
4.6 Conditions to the Close of Escrow. Buyer’s obligation to close the transaction is subject to the satisfaction of all of the following conditions precedent, which are for Buyer’s benefit and may be waived only by Buyer:
4.6.1 Seller shall have performed all agreements to be performed by Seller hereunder;
-4-
12923-0001\2869745v2.doc
4.6.2 As of the Close of Escrow, there shall have been no material adverse changes in the physical condition of the Property since Buyer’s inspection;
4.6.3 Title Company shall have issued or shall have committed to issue the Title Policy to Buyer, for the amount of the Purchase Price, showing fee title to the Property to be vested in Buyer subject only to the Approved Title Exceptions.
If any of such conditions to Close of Escrow are not timely satisfied, Buyer may terminate this Agreement by written notice to Seller, and Escrow Holder shall promptly return to Buyer all other funds (and all interest accrued thereon) and documents deposited by Buyer in escrow and to return to Seller all funds and documents deposited by Seller in escrow and which are held by Escrow Holder on the date of the termination (less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Section 4.11 below).
4.7 Closing; Recordation of Grant Deed; Delivery of Funds. Upon receipt of the funds and instruments described in this Section 4, Escrow Holder shall cause the Grant Deed (with Certificate of Acceptance) to be recorded in the office of the County Recorder of Los Angeles County, California, and shall send the Tenant Notice to the existing tenant (and deliver copies of the Tenant Notice to Buyer and Seller). Thereafter, Escrow Holder shall deliver the Purchase Price (less any appropriate charges) to Seller in accordance with and subject to the preliminary settlement statement(s) approved by Buyer and Seller.
4.8 Prorations. All rents and other charges under the Lease shall be prorated as of the Close of Escrow. Any property assessments not yet due shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations shall be determined on the basis of a 360-day year.
4.9 Costs of Escrow.
4.9.1 Seller shall pay:
(a) The premium for the CLTA Standard Title Policy binder (a “binder” form of policy);
(b) One-half (1/2) of the escrow fees;
(c) Any remainder of the other closing costs or charges not expressly provided for herein and customarily paid by a Seller of real property in Los Angeles County, California.
4.9.2 Buyer shall pay:
(a) One-half (1/2) of the escrow fees;
(b) The cost of any survey and extended coverage title
insurance;
-5-
12923-0001\2869745v2.doc
(c) Any other closing costs or charges not expressly provided for herein and customarily paid by a Buyer of real property in Los Angeles County, California.
4.10 Broker’s Commissions. Buyer and Seller represent to one another that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement, or to its knowledge is in any way connected with such transaction. Each party covenants and agrees that any other broker fee or commission which may be due or payable in connection with the closing of the transaction contemplated by this Agreement through its dealings with a broker, trader or salesperson shall be borne solely by that party.
4.11 Escrow Cancellation Charges. In the event that this escrow shall fail to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges. In the event that the escrow shall fail to close for any other reason, each party shall pay one-half (l/2) of all escrow and title cancellation charges.
5. ATTORNEYS’ FEES. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to court costs, reasonable attorneys’ fees and reasonable fees of expert witnesses.
6. NOTICES. All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows:
To Seller: Successor Agency to the Covina Redevelopment Agency 125 E. College Street
Covina, California 91723
Attention: Executive Director
To Buyer: City of Covina
125 E. College Street
Covina, California 91723
Attention: City Manager
Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier’s records as the date of delivery or as the date of first attempted delivery, if sent by mail or courier service. Any party may change its address for purposes of this Section by giving notice to the other party as herein provided.
7. ENTIRE AGREEMENT. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. No provision of this Agreement may be amended, supplemented or in any way modified except by an agreement in writing signed by the parties
-6-
12923-0001\2869745v2.doc
hereto or their respective successors in interest and expressly stating that it is an amendment of this Agreement.
8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
9. TIME OF THE ESSENCE. Time is of the essence of this Agreement.
10. THIRD PARTIES. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.
11. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the economic terms of the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the escrow upon written notice to the other party given no later than ten (10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability. In the event of such termination, all funds deposited with Escrow Holder by Buyer and any interest accrued thereon shall be returned to Buyer.
12. ADDITIONAL DOCUMENTS. Each party hereto agrees to perform any further acts and to execute, acknowledge and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
13. AUTHORITY OF CITY MANAGER AND EXECUTIVE DIRECTOR. The City Manager of Buyer may give any and all notices, consents and terminations hereunder on behalf of Buyer provided they are in writing. The Executive Director of Seller may give any and all notices, consents and terminations hereunder on behalf of Seller provided they are in writing.
14. ASSIGNMENT BY BUYER. Buyer may not assign this Agreement without Seller’s written approval, in its sole and absolute discretion.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
-7-
12923-0001\2869745v2.doc
SELLER: BUYER:
SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By:
Chris Marcarello, Executive Director
CITY OF COVINA
By:
Chris Marcarello, City Manager
ATTEST:
, Secretary/City Clerk
APPROVED AS TO FORM:
By:
Candice Lee, City Attorney
A-1
12923-0001\2869745v2.doc
EXHIBIT "A"
DESCRIPTION OF THE LAND
Real Property in the City of Covina, County of Los Angeles, State of California, described as follows:
PARCEL 1:
LOT 4 IN BLOCK 23 OF THE PHILLIPS TRACT, IN THE RANCHO LA PUENTE, IN THE CITY OF COVINA, AS PER MAP RECORDED IN BOOK 9, PAGES 3 AND 4 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CITRUS AVENUE, 66 FEET WIDE; WITH THE CENTER LINE OF ROWLAND AVENUE, 99 FEET WIDE; THENCE EASTERLY, ALONG SAID CENTER LINE OF ROWLAND AVENUE, 260 FEET; THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID LOT 4, A DISTANCE OF 49.50 FEET TO THE SOUTHERLY LINE OF SAID ROWLAND AVENUE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY PARALLEL WITH SAID WESTERLY LINE OF LOT 4, A DISTANCE OF 100 FEET; THENCE EASTERLY, PARALLEL WITH SAID SOUTHERLY LINE OF ROWLAND AVENUE, 133 FEET; THENCE NORTHERLY, PARALLEL WITH SAID WESTERLY LINE OF SAID LOT 4, 100 FEET TO SAID SOUTHERLY LINE OF ROWLAND AVENUE; THENCE WESTERLY, ALONG ROWLAND AVENUE, 133 FEET TO THE TRUE POINT OF BEGINNING.
ALSO EXCEPT THE SOUTHERLY 305 FEET OF LOT 4.
ALSO EXCEPT THAT PORTION OF SAID LOT DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 4; THENCE SOUTH 0 DEGREES 09' 25" WEST, ALONG THE EASTERLY LINE OF SAID LOT 4, A DISTANCE OF 306.58 FEET TO THE NORTHEAST CORNER OF TRACT 19651, AS PER MAP RECORDED IN BOOK 506, PAGE 33 OF MAPS, RECORDS OF SAID COUNTY, THENCE NORTH 89 DEGREES 06' 44" WEST ALONG THE NORTHERLY LINE OF SAID TRACT NO. 19651, A DISTANCE OF 189.98 FEET; THENCE NORTH 0 DEGREES 09' 25" EAST PARALLEL WITH SAID EASTERLY LINE 281.84 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25 FEET THENCE NORTHWESTERLY ALONG SAID CURVE AN ANGLE OF 89 DEGREES 17' 05" AN ARC DISTANCE OF 38.96 FEET TO A POINT IN THE NORTHERLY LINE OF SAID LOT 4, SAID NORTHERLY LINE BEING THE SOUTHERLY LINE OF ROWLAND AVENUE (99 FEET WIDE); THENCE SOUTH 89 DEGREES 07' 40" EAST ALONG SAID NORTHERLY LINE 214.67 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPT THAT PORTION OF SAID LOT, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET WESTERLY, MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF SHOPPERS LANE, 70 FEET WIDE, AS SAID SHOPPERS LANE IS SHOWN ON MAP OF TRACT NO. 18945, RECORDED IN BOOK 579 PAGES 25 AND 26 OF MAPS, RECORDS OF SAID COUNTY, WITH THE NORTHERLY LINE OF TRACT NO. 19651, RECORDED IN BOOK 506 PAGES 33 AND 34 OF MAPS; THENCE NORTHERLY ALONG SAID PARALLEL LINE, A DISTANCE OF 306.53 FEET, MORE OR LESS, TO THE SOUTHERLY LINE OF ROWLAND STREET, (FORMERLY ROWLAND AVENUE), 99 FEET WIDE, AS SHOWN ON MAP OF SAID TRACT NO. 18945; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, A DISTANCE OF 38.31 FEET, MORE OR LESS, TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25 FEET, SAID POINT BEING DISTANT 214.67 FEET WESTERLY FROM THE EASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°17'05", AN ARC DISTANCE
A-2
12923-0001\2869745v2.doc
OF 38.96 FEET, TO SAID WESTERLY LINE OF SHOPPERS LAND; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF SHOPPERS LANE, A DISTANCE OF 281.84 FEET, TO SAID NORTHERLY LINE OF SAID TRACT NO. 19651; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF SAID TRACT NO. 19651, A DISTANCE OF 63 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE "PRECIOUS METALS AND ORES THEREON AS EXCEPTED FROM THE PARTITION BETWEEN JOHN ROWLAND SR. AND WILLIAM WORKMAN, IN THE PARTITION DEED RECORDED IN BOOK 10, PAGE 39 OF DEEDS.
PARCEL 2:
THAT PORTION OF LOT 24 OF TRACT NO. 19651 IN THE CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 506, PAGES 33 AND 34 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH PROLONGATION OF THE EASTERLY LINE OF LOT 23 OF SAID TRACT NO. 19651 WITH THE NORTHERLY LINE OF SAID LOT 24; THENCE EASTERLY ALONG SAID NORTHERLY LINE, A DISTANCE OF 262.97 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET WESTERLY, MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID LOT 24; THENCE SOUTHERLY ALONG SAID PARALLEL LINE A DISTANCE OF
55.98 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET NORTHERLY, MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF SAID LOT 24; THENCE WESTERLY ALONG SAID LAST MENTIONED PARALLEL LINE A DISTANCE OF 218.67 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 44.80 FEET MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID LOT 23; THENCE SOUTHERLY ALONG LAST MENTIONED PARALLEL LINE, A DISTANCE OF 63 FEET; TO THE SOUTHERLY LINE OF SAID LOT 24; THENCE WESTERLY ALONG LAST SAID SOUTHERLY LINE OF SAID LOT 24, A DISTANCE OF 44.80 FEET TO THE EASTERLY LINE OF SAID LOT 23 AND ITS NORTHERLY PROLONGATION, A DISTANCE OF 118.98 FEET, TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE "PRECIOUS METALS AND ORES THEREON AS EXCEPTED FROM THE PARTITION BETWEEN JOHN ROWLAND SR. AND WILLIAM WORKMAN, IN THE PARTITION DEED RECORDED IN BOOK 10, PAGE 39 OF DEEDS.
PARCEL 3:
LOT 4 IN BLOCK 23 OF THE PHILLIPS TRACT, IN THE RANCHO LA PUENTE, IN THE CITY OF COVINA, AS PER MAP RECORDED IN BOOK 9, PAGES 3 AND 4 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CITRUS AVENUE, 66 FEET WIDE; WITH THE CENTER LINE OF ROWLAND AVENUE, 99 FEET WIDE; THENCE EASTERLY, ALONG SAID CENTER LINE OF ROWLAND AVENUE, 260 FEET; THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID LOT 4, A DISTANCE OF 49.50 FEET TO THE SOUTHERLY LINE OF SAID ROWLAND AVENUE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY PARALLEL WITH SAID WESTERLY LINE OF LOT 4, A DISTANCE OF 100 FEET; THENCE EASTERLY, PARALLEL WITH SAID SOUTHERLY LINE OF ROWLAND AVENUE, 133 FEET; THENCE NORTHERLY, PARALLEL WITH SAID WESTERLY LINE OF SAID LOT 4, 100 FEET TO SAID SOUTHERLY LINE OF ROWLAND AVENUE; THENCE WESTERLY, ALONG ROWLAND AVENUE, 133 FEET TO THE TRUE POINT OF BEGINNING.
B-1
12923-0001\2869745v2.doc
EXHIBIT "B"
FORM OF GRANT DEED (AND CERTIFICATE OF ACCEPTANCE)
(Attached.)
B-2
12923-0001\2869745v2.doc
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
City of Covina
125 E. College Street
Covina, CA 91723
Attn: City Clerk
APNs: [SPACE ABOVE FOR RECORDER’S USE ONLY]
GRANT DEED
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:
The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383, and is exempt from documentary transfer taxes as a conveyance to a public entity (California municipal corporation).
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the SUCCESSOR AGENCY TO THE COVINA REDEVELOPMENT AGENCY (“Grantor”), hereby grants to the CITY OF COVINA, a California municipal corporation, the land located in the City of Covina, State of California, more particularly described on Exhibit “A” attached hereto, and all improvements thereon;
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.
Dated: , 2023 SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By: __________________________
Chris Marcarello, Executive Director
B-1
12923-0001\2869745v2.doc
State of California )
County of _________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, 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 (Seal)
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.
12923-0001\2869745v2.doc
Exhibit “A”
to Grant Deed
LEGAL DESCRIPTION OF PROPERTY
Real Property in the City of Covina, County of Los Angeles, State of California, described as follows:
PARCEL 1:
LOT 4 IN BLOCK 23 OF THE PHILLIPS TRACT, IN THE RANCHO LA PUENTE, IN THE CITY OF COVINA, AS PER MAP RECORDED IN BOOK 9, PAGES 3 AND 4 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CITRUS AVENUE, 66 FEET WIDE; WITH THE CENTER LINE OF ROWLAND AVENUE, 99 FEET WIDE; THENCE EASTERLY, ALONG SAID CENTER LINE OF ROWLAND AVENUE, 260 FEET; THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID LOT 4, A DISTANCE OF 49.50 FEET TO THE SOUTHERLY LINE OF SAID ROWLAND AVENUE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY PARALLEL WITH SAID WESTERLY LINE OF LOT 4, A DISTANCE OF 100 FEET; THENCE EASTERLY, PARALLEL WITH SAID SOUTHERLY LINE OF ROWLAND AVENUE, 133 FEET; THENCE NORTHERLY, PARALLEL WITH SAID WESTERLY LINE OF SAID LOT 4, 100 FEET TO SAID SOUTHERLY LINE OF ROWLAND AVENUE; THENCE WESTERLY, ALONG ROWLAND AVENUE, 133 FEET TO THE TRUE POINT OF BEGINNING.
ALSO EXCEPT THE SOUTHERLY 305 FEET OF LOT 4.
ALSO EXCEPT THAT PORTION OF SAID LOT DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 4; THENCE SOUTH 0 DEGREES 09' 25" WEST, ALONG THE EASTERLY LINE OF SAID LOT 4, A DISTANCE OF 306.58 FEET TO THE NORTHEAST CORNER OF TRACT 19651, AS PER MAP RECORDED IN BOOK 506, PAGE 33 OF MAPS, RECORDS OF SAID COUNTY, THENCE NORTH 89 DEGREES 06' 44" WEST ALONG THE NORTHERLY LINE OF SAID TRACT NO. 19651, A DISTANCE OF 189.98 FEET; THENCE NORTH 0 DEGREES 09' 25" EAST PARALLEL WITH SAID EASTERLY LINE 281.84 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25 FEET THENCE NORTHWESTERLY ALONG SAID CURVE AN ANGLE OF 89 DEGREES 17' 05" AN ARC DISTANCE OF 38.96 FEET TO A POINT IN THE NORTHERLY LINE OF SAID LOT 4, SAID NORTHERLY LINE BEING THE SOUTHERLY LINE OF ROWLAND AVENUE (99 FEET WIDE); THENCE SOUTH 89 DEGREES 07' 40" EAST ALONG SAID NORTHERLY LINE 214.67 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPT THAT PORTION OF SAID LOT, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET WESTERLY, MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE OF SHOPPERS LANE, 70 FEET WIDE, AS SAID SHOPPERS LANE IS SHOWN ON MAP OF TRACT NO. 18945, RECORDED IN BOOK 579 PAGES 25 AND 26 OF MAPS, RECORDS OF SAID COUNTY, WITH THE NORTHERLY LINE OF TRACT NO. 19651, RECORDED IN BOOK 506 PAGES 33 AND 34 OF MAPS; THENCE NORTHERLY ALONG SAID PARALLEL LINE, A DISTANCE OF 306.53 FEET, MORE OR LESS, TO THE SOUTHERLY LINE OF ROWLAND STREET, (FORMERLY ROWLAND AVENUE), 99 FEET WIDE, AS SHOWN ON MAP OF SAID TRACT NO. 18945; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, A DISTANCE OF 38.31 FEET, MORE OR LESS, TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25 FEET, SAID POINT BEING DISTANT 214.67 FEET WESTERLY FROM THE EASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 89°17'05", AN ARC DISTANCE
12923-0001\2869745v2.doc
OF 38.96 FEET, TO SAID WESTERLY LINE OF SHOPPERS LAND; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF SHOPPERS LANE, A DISTANCE OF 281.84 FEET, TO SAID NORTHERLY LINE OF SAID TRACT NO. 19651; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF SAID TRACT NO. 19651, A DISTANCE OF 63 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE "PRECIOUS METALS AND ORES THEREON AS EXCEPTED FROM THE PARTITION BETWEEN JOHN ROWLAND SR. AND WILLIAM WORKMAN, IN THE PARTITION DEED RECORDED IN BOOK 10, PAGE 39 OF DEEDS.
PARCEL 2:
THAT PORTION OF LOT 24 OF TRACT NO. 19651 IN THE CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 506, PAGES 33 AND 34 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH PROLONGATION OF THE EASTERLY LINE OF LOT 23 OF SAID TRACT NO. 19651 WITH THE NORTHERLY LINE OF SAID LOT 24; THENCE EASTERLY ALONG SAID NORTHERLY LINE, A DISTANCE OF 262.97 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET WESTERLY, MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID LOT 24; THENCE SOUTHERLY ALONG SAID PARALLEL LINE A DISTANCE OF
55.98 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 63 FEET NORTHERLY, MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF SAID LOT 24; THENCE WESTERLY ALONG SAID LAST MENTIONED PARALLEL LINE A DISTANCE OF 218.67 FEET, TO ITS INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND DISTANT 44.80 FEET MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID LOT 23; THENCE SOUTHERLY ALONG LAST MENTIONED PARALLEL LINE, A DISTANCE OF 63 FEET; TO THE SOUTHERLY LINE OF SAID LOT 24; THENCE WESTERLY ALONG LAST SAID SOUTHERLY LINE OF SAID LOT 24, A DISTANCE OF 44.80 FEET TO THE EASTERLY LINE OF SAID LOT 23 AND ITS NORTHERLY PROLONGATION, A DISTANCE OF 118.98 FEET, TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE "PRECIOUS METALS AND ORES THEREON AS EXCEPTED FROM THE PARTITION BETWEEN JOHN ROWLAND SR. AND WILLIAM WORKMAN, IN THE PARTITION DEED RECORDED IN BOOK 10, PAGE 39 OF DEEDS.
PARCEL 3:
LOT 4 IN BLOCK 23 OF THE PHILLIPS TRACT, IN THE RANCHO LA PUENTE, IN THE CITY OF COVINA, AS PER MAP RECORDED IN BOOK 9, PAGES 3 AND 4 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF CITRUS AVENUE, 66 FEET WIDE; WITH THE CENTER LINE OF ROWLAND AVENUE, 99 FEET WIDE; THENCE EASTERLY, ALONG SAID CENTER LINE OF ROWLAND AVENUE, 260 FEET; THENCE SOUTHERLY, PARALLEL WITH THE WESTERLY LINE OF SAID LOT 4, A DISTANCE OF 49.50 FEET TO THE SOUTHERLY LINE OF SAID ROWLAND AVENUE, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY PARALLEL WITH SAID WESTERLY LINE OF LOT 4, A DISTANCE OF 100 FEET; THENCE EASTERLY, PARALLEL WITH SAID SOUTHERLY LINE OF ROWLAND AVENUE, 133 FEET; THENCE NORTHERLY, PARALLEL WITH SAID WESTERLY LINE OF SAID LOT 4, 100 FEET TO SAID SOUTHERLY LINE OF ROWLAND AVENUE; THENCE WESTERLY, ALONG ROWLAND AVENUE, 133 FEET TO THE TRUE POINT OF BEGINNING.
12923-0001\2869745v2.doc
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated , 2023 from the Successor Agency to the Covina Redevelopment Agency to the City of Covina is hereby accepted by the undersigned officer on behalf of the City of Covina pursuant to authority conferred by resolution of the City Council of the City of Covina on November 21, 2023, and the grantee consents to recordation thereof by its duly authorized officer.
By:
Chris Marcarello, City Manager
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 before me, ________________________________________ Notary Public, 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, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) 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.
Place Notary Seal Above
Signature of Notary Public
12923-0001\2869745v2.doc
EXHIBIT “C”
FORMS OF NOTICE TO TENANT
(Attached.)
-2-
12923-0001\2869745v2.doc
_______________, 2023
Via Certified Mail and Federal Express
WB COVINA – KI, LLC
680 E. Colter St.
Phoenix, AZ 85012
With a copy to:
KroescheSchindler, LLP
Attn: Michelle J. Berner, Esq.
2603 Main Street Suite 200
Irvine, CA 92614
Re: Notice of Conveyance of Leased Property and Change of Landlord Address; Month to Month Lease dated July 11, 2000 between the Covina Redevelopment Agency, as lessor, and PRY Properties as assigned to WB Covina KI, LLC, as amended (the “Lease”)---The Successor Agency to the Covina Redevelopment Agency is successor-in-interest to Covina Redevelopment Agency and is Conveying the Leased Premises to the City of Covina Ladies and Gentlemen:
The City of Covina (“Buyer”) has acquired the property that is subject to the abovereferenced Lease from your current landlord, the Successor Agency to the Covina Redevelopment Agency (“Seller”).
The Buyer’s address for notices and payments, as the new landlord under the Lease, is as follows:
City of Covina
E. College Street
Covina, CA 91723
Attn: Treasurer
You are hereby directed to send all notices for the landlord under the Lease to the Buyer at such address for the Buyer. You are also hereby directed to make all payments to the landlord under the Lease, to the Buyer at such address for the Buyer.
Please cause the Buyer to be named as additional insured on your liability insurance, under the Lease, and please provide evidence of the additional insured coverage (and the insurance required by the Lease) to the Buyer as soon as possible.
-3-
12923-0001\2869745v2.doc
We hereby request that you acknowledge your receipt of this notice by executing this notice in the space provided below and returning a copy by PDF/e-mail to the Buyer at [email protected]; however, this notice shall be effective whether or not you do so.
This notice may be executed in counterparts, each of which and all of which together shall constitute one and the same notice.
Very truly yours,
BUYER/NEW LANDLORD:
CITY OF COVINA
By:
Print Name: ____________________
Title: _________________________
SELLER/OLD LANDLORD:
SUCCESSOR AGENCY TO THE COVINA
REDEVELOPMENT AGENCY
By: ______________________
Print Name: ________________
Title: ____________________
RECEIPT ACKNOWLEDGED BY TENANT:
WB COVINA-KI, LLC
By:
Print Name: ____________________
Title: _________________________