9050 IMPERIAL HWY. TCE PURCHASE AND ACQUISITION AGREEMENT —ADOPT RESOLUTION NOVEMBER 10, 2022
PAGE 2
which, in turn, will require acquisition of portions of adjacent private properties and/or temporary construction easements.
One of the impacted properties is the Regency Inn Motel located at 9050 Imperial Highway. The location and portion of this property which will be impacted by the project is shown in Attachment A.
A property appraisal has been completed for the acquisition of the temporary construction easement at 9050 Imperial Highway. Based on the appraisal, a just compensation amount of $530 has been determined for said temporary construction easement. An offer in the amount of $530 was submitted to the property owner along with the purchase agreement. The owner has accepted the offer and has signed the agreement.
purchase agreement (Exhibit "A") and to move the acquisition process forward. Staff recommends adoption of the resolution and approval of the agreement. Following execution of the agreement, the acquisition will •f through • with the City taking possession • the portion of the property approximately 30 days thereafter.
Construction •. the Lakewood Boulevard at Imperial Highway Intersection Improvements is expected to commence in March 2023 and be completed by October 2023. A Mitigated Negative Declaration (MND) was completed for this project in July 2021 and adopted by the City Council on September 14, 2021. Per the adopted MND, the acquisition of the aforementioned temporary construction easement will have no significant impact.
Quality of Life, Infrastructure & Parks
FISCAL IMPACT
The $530 cost of temporary construction easement acquisition is budgeted in the Fiscal Year 2022-23 Capital Improvement Program in account no. 26-1-6747. The funding source is 1-605 Congestion Hot Spots Measure R grant.
ATTACHMENTS
Attachment A - Location Map
Attachment B - Resolution
Exhibit "A" - Purchase Agreement
0 9050 Imperial Hwy.
APN 6256-012-0070'�'=
ATTACHMENT A
RESOLUTION NO. 22-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY
APPROVING THE PURCHASE AND ACQUISITION OF A TEMPORARY
CONSTRUCTION EASEMENT BETWEEN REGENCY INN — DOWNEY, LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY, AND THE CITY OF DOWNEY FOR PROPERTY LOCATED AT 9050 IMPERIAL HIGHWAY PURSUANT TO
THE ADOPTED MITIGATED NEGATIVE DECLARATION FOR THE
LAKEWOOD BOULEVARD AT IMPERIAL HIGHWAY INTERSECTION
IMPROVEMENT PROJECT
WHEREAS, the City of Downey ("City") has negotiated a purchase agreement with Regency inn — Downey, LLC, a California Limited Liability Company ("Seller"), pursuant to which the City would acquire a Temporary Construction Easement ("Easement") located at 9050 Imperial Highway, Downey, CA for a purchase and acquisition price of Five Hundred Thirty Dollars ($530.00) ("Agreement"); and
WHEREAS, on September 14, 2021, the City Council, pursuant to the California Environmental Quality Act (Pub. Res. Code §§ 21000 et seq.) (CEQA), and the State CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et seq.) determined that an Mitigated Negative Declaration (MND) be prepared pursuant to CEQA in order to analyze all potential adverse environmental impacts of the Lakewood Boulevard at Imperial Highway Intersection Improvements project ("Project"); and
WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has been certified, the lead agency is required to review any changed circumstances to determine whether any of the circumstances under Public Resources Code section 21166 and State CEQA Guidelines Section 15162 require additional environmental review; and
WHEREAS, staff evaluated the purchase and acquisition of a Temporary Construction Easement in light of the standards for subsequent environmental review outlined in Public Resources Code section 21166, and State CEQA Guidelines section 15162; and
WHEREAS, based on that evaluation, staff concluded that the MND fully analyzed and mitigated all potentially significant environmental impacts, if any, that would result from the purchase and acquisition of a Temporary Construction Easement, and therefore, no subsequent EIR or mitigated negative declaration is required; and WHEREAS, the City Council has determined that approval of the Agreement and the sale transaction contemplated thereby, are in the best interest of the City and the public health, safety and welfare.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Having considered the administrative record, the MND and all written and oral evidence presented to the City Council, the Council finds that all environmental impacts of the purchase and acquisition of the Temporary Construction Easement have been addressed within the MND. The City Council finds that no new or
ATTACHMENT B
RESOLUTION NO. 22-
PAGE 2
additional mitigation measures are required. The Council further finds that there is no substantial evidence in the administrative record supporting a fair argument that the purchase and acquisition of the Temporary Construction Easement may result in any significant environmental impacts beyond those analyzed in the MND.
SECTION 2. The City Council of the City of Downey hereby (i) approves the Agreement, a copy of which attached hereto as Exhibit "A", and is on file with the City Clerk, (ii) if required, authorizes and directs the City Manager to make final changes to the Agreement consistent with the City Council's direction, and (iii) authorizes the Mayor to execute the final Agreement and any other documents and agreements necessary to complete the sale transaction contemplated by the Agreement.
SECTION 3. The City Clerk shall certify to the adoption of this resolution.
APPROVED AND ADOPTED this 10th day of November, 2022.
ATTEST:
MARIA ALICIA DUARTE, CMC
City Clerk
I HEREBY CERTIFY that
Council of the City of Downey at
2022, by the following vote, to wit:
AYES:
Council Members:
NOES:
Council Members:
ABSTAIN:
Council Members:
ABSENT:
Council Members:
BLANCA PACHECO, Mayor
the foregoing Resolution was adopted by the City
a regular meeting held on the 10th day of November,
MARIA ALICIA DUARTE, CMC
City Clerk
AGREEMENT TO PURCHASE REAL PROPERTY
2QAN9y&AWEQRMA
THIS AGREEMENT is entered into this — day of - -1 2022, by and among the CITY OF DOWNEY, A MUNICIPAL CORPORATION AND CHARTER CITY (hereinafter and Regency Inn - Downey, LLC, a California limited liability company, (hereinafter "Seller").
1 . Seller owns real property at 9050 Imperial Highway, Downey, California, further legally described in ATTACHMENT "A" is incorporated herein by this reference and hereafter referred to as the "Property".
2. The City desires to acquire a temporary construction easement from the Seller for the Lakewood Blvd. & Imperial Hwy. Intersection Improvement Project.
3. The City desires to acquire a temporary construction easement from Seller. The six (6) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its contractor(s). The six (6) month term of the temporary construction easement will commence following a seventy-two (72) hour written notice to the Grantor by the City or its subcontractors. The temporary construction easement is described and shown in EXHIBITS is and "B" of the attached Temporary Construction Easement Deed ("Construction Easement") and incorporated herein of this Agreement as ATTACHMENT "B".
NOW, THEREFORE, in view of the above -recitals and mutual promises and covenants contained herein, the parties agree as follows:
On the terms and conditions set forth herein, Seller agrees to grant the City a temporary construction easement and City agrees to compensate the Seller for the temporary construction easement. The total price for the compensation of the temporary construction easement, payable in cash through escrow, shall be at a cost of FIVE HUNDRED THIRTY DOLLARS ($530.00). In exchange for receipt of this amount, Seller releases City of any and all claims by Seller under the United States Constitution Amendments 5 and 14, and for any and all claims under state law, including but not limited to claims for the value of the real estate and improvements thereon, severance damages, relocation benefits and loss of goodwill.
Notwithstanding anything to the contrary contained in this Section 1, the City shall remain liable for any injury to persons or damage to property relating to or arising from the acts of omissions of the City or its agents, employees, contractors and representatives on the Property.
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a cnea nereto, consinuies Me joint escrow instructions BT LIT,!, TIM15 to the Escrow Holder, which may be supplemented by escrow holders form agreement.
Subject to the conditions described in Section 8, City shall deposit into escrow the sum set forth in Section 1 above, payable to Seller. The closing date for the escrow shall be no later than sixty (60) days after opening of escrow, unless such date is extended by written 2greement of the parties. "Close of Escrow" shall be the date when the Construction Easement to the City is recorded. City shall pay any and all escrow and closing costs. City shall also pay the costs of the ALTA title insurance referenced in Section 8.1.
Except as would otherwise be shown in a preliminary title report, to the current, actu knowledge of Seller, Seller warrants to City that as of the date of this Agreement and/or as the date of close of escrow, Seller has not granted any unrecorded easements or licenses o the Property and Seller does not have actual knowledge of grants of any unrecorde easements or licenses on the Property by others.
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To the current, actual knowledge of Seller, Seller warrants that there is not now, and/M as of close of escrow, there will not be, any violation of any law, ordinance, rule, administrative or judicial order affecting the Property, nor is there any judicial order affecti the Property, nor is there any condemnation, zoning change, or other proceeding or acti (including legislative action) pending, threatened, or contemplated by any governmental bod' except City, authority, or agency that will in any way affect the size or use of, improvements construct -Ion on, or access to the Property by City. This warranty does not apply governmental action where notice has not been provided to Seller. I To the current, actual knowledge of Seller, Seller warrants that as of the date of th Agreement and/or as of close of escrow, Seller has not entered into any contracts, lease, licenses, commitments, or undertakings respecting the Property, or for the performance services on the Property, or for the use of the Property or any part of it or any agreement contract of any kind pertaining to the Property by which City would become obligated or liab I
to anyone.
aate OT tnis Agreement ano/or as OT CAOSE: 0i UsGrU,:Jr, OeOur nas no notice (#-L-6 violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property or any improvements on the Property.
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7.1 Seller warrants and represents that, during the time in which Seller has owned the Property neither Seller nor, to the current, actual knowledge of Seller, any third party, has used, gener�ted, manufactured, produced, stored or disposed of, on, under, or about the Property or transported to or from the Property any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances, or related injurious materials, whether injurious by themselves or in combination with other materials in violation of applicable federal, state or local laws. To the current, actual knowledge of Seller there is no proceeding or inquiry by any governmental authority including without limitation, the California or Federal Environmental Protection Agency �r the California State Department of Toxic Control, or state or regional water quality board, with respect to the presence of such� hazardous materials on the Property or their migration from or to other property. For purposes of this Agreement, the term "hazardous materials" shall include but not be limited to substances defined as "hazardous substance," "hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation, and Liabty Act of 1980, as amended (Title 42 United States Code Sections 9601-9675); the Hazardous Materials Transportation Act, as amended (Title 49 United States Code Sections 1801-1819); the Resource Conservation and Recovery Act of 1976, as amended (Title 42 United States Code Section 6901-6992k); and any substance defined as "hazardous waste" in Health and Safety Code Section 25117 or as "hazardous substance" in Health and SafetyCode Section 25316, and in the regulations adopted and publications promulgated under these laws.
7.2 Seller hereby agrees to indemnify, protect, hold harmless-, and defend City, its council members, officers, employees, agents, from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by Seller and Seller does not have actual knowledge of consequential damages, directly or indirectly arising from the use, generation, storage or disposal of hazardous material on the Property by others (2) the cost of any require� or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, regardless of whether such action is required before or after the close of escrow, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller that occurred while Seller owned the Property. Seller's indemnity shall survive close of escrow.
7.3 From and after record of Construction Easement, City agrees to indemnify, protect, hold harmless and defend Seller against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous mAterial-oh the Property by City; and (2) the cost of any required or necessary tnly to the extent that such liability is attributable to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City's indemnity shall survive close of escrow.
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City's obligation to perform this Agreement is subject to City's approval of the condition of title, described in Sections 8.1 and 8.2, City's approval of the condition of the Property described in Section 8.3, and no breach of representations, as described in Section 8.4.
8.1 Title Company shall be able to issue in favor of City an ALTA standard owners policy of title insurance dated as of close of escrow with liabty not less than the purchase price, covering the Property, showing title vested in City, and showing as exceptions only current general and special real property taxes, bonds and assessments not yet delinquent, and the exceptions to title that City has approved.
8.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title ceipi MIT! - 1
the parties in writing for the Close of Escrow, of City's disapproval of any title exception set forth therein.
Failure of City to notify Seller and Escrow Holder in writing of City's disapproval of any title exceptions shall conclusively be considered as City's approval of same. If City disapproves any title matter referred to in this paragraph, then, at City's option, this Agreement and the escrow shall be canceled, and in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges.
8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City's obligation to close escrow is contingent upon City's approval of the condition of the Property at its sole discretion.
8.4 If there is a breach of any representation or warranty given by Seller pursuant to this Agreement that is discovered by City before close of escrow, then City may nevertheless
elect to proceed # close the escrow,be deemed to have elected to waive such breach, or Agreement t the escrow,
event this Agreement r If this Agreement r the escroware terminated by City's election under this paragraph, then all funds or other things deposited by City, if any, shall be returned
zscrow charges.
8.5 Seller agrees that upon the completion'of• # #Project, the Property will be left in an equal or better condition than it Was before the Buyer's acquisition of the Temporary Construction Easement.
costs shall not recover attorneys' fees. No sum for attorneys' fees shall be included in calculating the amount of a judgment for purposes of deciding whether a party is entitled to its costs or attorneys' fees.
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All warranties, covenants, and other obligations stated in this Agreement shall survive close of escrow. All warranties, covenants, and other obligations that the City discovers to be breached before tender of the deed, and that City either expressly waives or does not object to before such tender, shall not survive tender of the deed.
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Except as otherwise provided herein, this Agreement inures to the benefit of, and is binding on, the parties, their respective heirs, personal representatives, successors, and assigns.
i
This Agreement constitutes the entire agreement among the parties and supersedes all prior discussion, negotiations, and agreements whether oral or written. Any amendment to this Agreement, including an oral modification supported by new consideration, must be reduced to writing and signed by all of the parties before it will be effective.
No representation, warranty, or recommendation is made by Seller or City or their respective agents, employees, or attorneys regarding the legal sufficiency, legal effect, or tax consequences of this Agreement or the transaction, and each signatory is advised to submit this Agreement to his or her respective attorney before signing it. �T-n � r. am L-1 Ls� F. �
This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument.
L-ITT4TIMIX � 071-IM11P 17-1
Time is of the essence of this Agreement, and failure to comply with the time provisions of this Agreement shall be a material breach of this Agreement.
The City shall defend, indemnify and hold Seller and the tenant of the Property harmless from and against any and all claims, demands, causes of action, judgments, liabilities, damages, costs and expenses (including reasonable attorney's fees and consu Itant d expert# to or # fromon # #
SectionsLiability
Except as set forth in Sectionentirety, Section 8.4 and Section ?,hall Seller have anyliability# the City fordamages.
�rec20. tlon ofProperty
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notice to Seller before performing work on or about the Property. The six (6) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its contractor(s).# be provided no # (72) hours
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth herinabove.
Blanca Pacheco, Mayor
I kyj R I F FIN R M- I'll "a M K10fimmi.
Date'. 2-1
/(Print)
Date:
(Print)
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Page I of 5
roo I wig#]= 810WITA 0 A
'This document is recorded for the benefit of
the City of Downey and Is therefore exempt
from recording fees pursuant to Gov`1 Code
Sedion 27363 and exempt from documentary
transfer tax pursuant to Rev. & Tex Code
Section 11922'
FOR A VALUABLE CONSIDERATION, receipt of which Is hereby acknoWedged, Regency Inn — Downey, LLC, a California limited liability company. hereinafter called Grantor, _X4JUSS
CHARTER CITY (00rantes"), Its employees, agents, reprosentativeA contractors, successors and assigns, temporary easement for construction purposes in, on, over, and across all that real property in the City of County of Los Angeles, State of California, described as
SEEATTACHMENT
EXHIBIT"A'% LEGAL DESCRWION
AND
EXNIBIT'B'�- FOR VISUAL REFERENCE ONLY
Grantee of the start of construction. The six (6) month term of the temporary construction easement will convynwen follovving a seventy-two (72) hour written notice to the Grantor by the City or its subcontractors, Dated; GRANTOR -
REGENCY INN — DOWNEY, LLC, A CALIFORN
LIMITED LIABILITY COMPANY
By:
Its:
Nume:
By
Its:
Num-
STATE OF CALIFORNIA, DESCRIBED •..
AS FOLLOWS:
Property
Aerial View of Sublect
p of Purchase Interest Are@
ACKNOWLEDGMENT
A notary public or other officer completing this certcate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the trudifidness, accuracy, or validity of that document.
State of C41&runt
county of
Rr,
(insert name of the pffLLer(insert title of the officer) penonally appeared
Name of Signer (1)
Name of Signer (2)
who proved to me on the basis of satisfactory evidence to be the person(a) whose name(s) islite subscribed to the within instrument and acknowledged to me that he/she(they executed the same in hisiliorl'their authorized capacityQW, and that by his/hef/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the jUjWML%L
I certify under PENALTY OF PERAMY under the laws of the State of California that the foregoing parsompl, is MR and correct.
M,# "n, -*MMM
Ii Signature of Notary Public
M
ATTACHMENT "B"
'810111i
This is to certify that the temporary easement more particularly described in EXHIBIT11 "A" and EXHIBIT "B" to the attached TEMPORARY CONSTRUCTION EASEMENT DEED to the undersigned City of Downey ("CITY"), the provisions of which instrument are incorporated by this reference as though fully set forth in this certificate, is hereby accepted by the undersigned officer/agent on behalf of the CITY's Council Members, and the Grantee consents to recordation thereof by its duly antiroize"15cer.
® 6256-012-007
By:
Maria Alicia Duarte CMC
City Clerk
ATTACHMENT "C"
i�
City and Seller agree to open escrow in accordance with Section 2 of this Agreement.
This Agreement constitutes the joint escrow instructions of City and Seller, and Escrow Agent to whom these escrow instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time.
As soon as possible after open of escrow, Seller will execute the respective Easement Deed attached to this Agreement as the "Construction Easement" and deposit the executed deed with Escrow Agent on City's behalf. City agrees to deposit the purchase price upon demand of Escrow Agent. City agrees to deposit with Escrow Agent, any additional instruments as may be necessary to complete this transaction.
Insurance policies for fire or casualty are not to be transferred, and Seller will cancel Seller's own policies after close of escrow.
All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by Check and/or wire transfer from such account.
Escrow Agent is Authorized and is Instructed to Comply with the Following Tax Adjustment Procedure:
A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non -delinquent assessments or bonds against the Property.
B. In the event this escrow closes six months subsequent to execution of this agreement, and the current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Seller's proceeds an amount equal to 100% of the prorated amount due based upon the previous fiscal year's second half tax bill. At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller's prorated portion of taxes and forward same to the City and shall refund any difference to the Seller.
In the event the amount withheld is not sufficient to pay Seller's prorated portion of taxes due, the Seller herein agrees to immediately pay the difference.
In the event said tax information is available, Seller's taxes shall be prorated in 2ccordance with paragraph "C" below.
C. From the date that tax information is available, as per paragraph "B," up to and including June 30th, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with Tax Collector's proration requirements, together with penalties and interest, if said current taxes care -unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller's pro-rata portion of taxes shall be forwarded to City with closing statement.
DAny taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between City and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund.
This refund would apply to the period after City's acquisition, pursuant to Vevenue and Taxation Code Section 5096.7.
•
A. Pay and charge City for 100% of escrow fees and closing costs and any amount necessary to place title in the condition necessary to satisfy this Agreement.
Pay and charge City for 100% of escrow fees and closing costs payable under this Agreement.
C. Disburse funds and deliver deed when conditions of this escrow have been fulfilled by City and Seller.
The Term "close of escrow", if and where written in these instructions, shall mean the date necessary instrument of conveyance is recorded in the office of the County Recorder.
Recordation of instrument delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance.
All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, ?ny instructions must be in writing.
4. Time is of the Essence In these Instructions and Escrow is to Close as Soon as Possible
if (except for deposit of money by City, which shall be made by City upon demand Escrow Agent before close of escrow) this escrow is not in condition to close within sixty (6 days from date of these instructions, any party who then �shall have fully complied with thes instructions may, in writing7 demand the return of their money or property; but if none ha s
complied, no demand for return thereof shall be recognized until five (5) days after Escro 3 Agent shall have mailed copies of such demand to all other parties at the respective addresse shown in these escrow instructions, and if anv objections are raised within said five (5) da period, Escrow Agent is authorized to hold all papers and documents until instructed by a cou .1 of competent jurisdiction or mutual instructions. If no demands are made, proceed with closinle of this escrow as soon as possible.
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Seller hereby grants to City, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections.
6. Loss or Damage to Improvements
Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In the event that loss or darhage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, City may elect to require that the Seller pay to City the proceeds of any policy of insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damaqe done, or to reduce the total price by an amount equal to the diminution in value of said Property by reason of such loss or damage or the amount of 'insurance payable to Seller, whichever is greater. Seller shall not be liable for any loss or damage to Property caused by City upon the effective date of the Construction Easement.
7. Closing Statement