10232-10250 LAKEWOOD BLVD. TCE PURCHASE AND ACQUISITION AGREEMENT — ADOPT
RESOLUTION
NOVEMBER 10, 2022
PAGE 2
lane in the westbound direction on Florence Avenue. Said capacity improvements will require widening of the intersection approaches and departures along Florence Avenue and Lakewood Boulevard which, in turn, will require acquisition of portions of adjacent private properties and temporary construction easements.
*ne of the impacted properties is a commercial strip mail located at 10232-10250 Lakewood Boulevard. The location of this property along with the portion of this property which will be .mpacted by the project is shown in Attachment A.
K property appraisal has been completed for the acquisition of the temporary construction easement at 10232-10250 Lakewood Boulevard. Based on the appraisal, a just compensation amount of $600 has been determined for said temporary construction easement. An offer in the amount of $600 was submitted to the property owner along with the purchase agreement. The owner has accepted the offer and has signed the agreement.
The adoption of the attached resolution (Attachment B) will be necessary in order to execute the 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, partial acquisition will go through escrow with the City taking possession of the portion of the property approximately 30 days thereafter. I ;;o;!1l1!
The $600 cost of temporary construction easement acquisition is budgeted in the Fiscal Year 2022-23 Capital Improvement Program in account no. 26-1-6746. The funding source is 1-605 Congestion Hot Spots Measure R grant.
ATTACHMENTS
Attachment A - Location Map
Attachment B - Resolution
Exhibit "A" - Purchase Agreement
PA
10232-10250 Lakewood Blvd.
APN . 11 11:
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 CALIFORNIA ASSET PORTFOLIO, INC., A CALIFORNIA CORPORATION, AND THE CITY OF DOWNEY FOR PROPERTY LOCATED AT 10232-10250 LAKEWOOD BOULEVARD
PURSUANT TO THE ADOPTED MITIGATED NEGATIVE DECLARATION FOR
THE FLORENCE AVENUE AT LAKEWOOD BOULEVARD INTERSECTION
IMPROVEMENT PROJECT
WHEREAS, the City of Downey ("City") has negotiated a purchase agreement with California Asset Portfolio, Inc., a California Corporation ("Seller"), pursuant to which the City would acquire a Temporary Construction Easement ("Easement") located at 10232- 10250 Lakewood Boulevard, Downey, CA for a purchase and acquisition price of Six Hundred Dollars ($600.00) ("Agreement"); and
WHEREAS, on November 10, 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 Florence Avenue at Lakewood Boulevard 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. 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
RESOLUTION NO. 22-
PAGE 2
execute the final Agreement and any other documents and agreements necessary to complete the sale transaction contemplated by the Agreement.
SECTION 2. 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 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 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
t
DOWNEY, ALIFORNIA
THIS AGREEMENT is entered into this day of , 2022, by and among the CITY OF DOWNEY, A MUNICIPAL CORPORATION AND CHARTER CITY (hereinafter "City"), and CALIFORNIA ASSET PORTFOLIO, INC., A CALIFORNIA CORPORATION, (hereinafter "Seller").
• property i ••[' Blvd., Downey,90'
referredfurther legally described in ATTACHMENT "A" is incorporated herein by this reference a%f hereafter to "Prope
rty".
2. The City
' • acquire a temporary• •: _ from _ er
for the Lakewood Blvd. & Florence Ave. Intersection Improvement Project. months
3. The City desires to acquire a temporary construction easement from Seller. The eighteen (118) month term of the temporary construction easement will commence when written notice is provided to Seller by the City or its contractor(s). Written notice will be provided no later than twelve (12) •m close • r escrow of Agreement. _ • • construction easement is described and shown in EXHIBITS "A" and "B" of the attached Temporary Construction Easement Deed ("Construction Easement") and incorporated herein of this Agreement as ATTACHMENT "B". The City shall notify the Seller thirty (30) days prior to any construction done on, near, or around the Property.
NOW, THEREFORE, in view of • • ' - 1 mutual promises i covenants contained parties agree as follows:
AGREEMENT
Section 1. Sale/Purchase of Property
constructionOn the terms and conditions set forth herein, Seller agrees to grant the City a temporary easement rl City agrees c purchase the Property •m Seller and to compensate the Seller for •rrary construction easement.• price for purchase of a portion of the property and compensation for the temporary construction easement,payable in cash throughescrow,be at . cost of SIX HUNDRED DOLLARS 00/100 ($600.00). In exchange for receipt of this amount, Seller releases City of any and all claims by • ' United States ConstitutionAmendments 5 and 14, and for any and all claims under i •' but i to claims for- . estate •'
improvements severance damages, •c: • •' . .'. is goodwill.
Notwithstanding : • to the contrary• •;: in this Section
ilmissions of the City or its agents, employees, contractors and 'representatives on the Property. The City shall keep the�Property clean'a'hd blear of any debris that might injure any *erson or cause a liability to the Seller.
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7.3 From and after record of Road Deed, City agrees Ao 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 *ising from the use, generation, �ttorage, or disposal of hazardous material on the Property by City-, � and (2) the cost of any required or � necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, -but only 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.
0 .............
•
elect to proceed to close the escrow, in which event City shall be deemed to have elected to waive such breach, or City may elect to terminate this Agreement and the escrow, in which event this Agreement shall be canceled. If this Agreement and the escrow are terminated by City's election under this paragraph, then all funds or • things deposited • City, if any, shall •- -• to City -• • demand, and Seller shall •r all title company and escrow charges.
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To Seller's current, actual knowledge, as of the date of this Agreement and/or as • Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, 1evelopment, condition or improvement of the Property, or regarding any right, title or interest in the Property.
Seller and City acknowledge that the purchase and sale of the Property has •:
negotiated under the threat of condemnation of the Property by the City. In the event of Seller default, City's ability to perform is prejudiced. Accordingly, in the event the escrow fails to close by reason of a default by Seller, Seller agrees:
B. That the Seller waives any right to bring an action or claim .•. City in inverse condemnation or to seek damages for alleged precondemnation conduct arising out of the acquison by City contemplated under this Agreement.
C. Seller acknowledges that in waiving these claims they have not relied on any representations or statements made or said by City, its agents, attorneys or other representatives.
Section 11. Attorneys' Fees
Except as set forth below in this Section, each party bears its own costs and fees, including any attorneys' fees, associated with the acquisition by the City contemplated under this Agreement. If any party files an action or brings any proceeding against the other arising from this Agreement, or is made a party to any action or proceeding brought by the Escrow Holder, then as between City and Seller and City, the prevailing party shall •' entitled to recover as an element of its costs • suit, and • as damages, reasonable • fees to be fixed by the court. The "prevailing party" shall be the party who is entitled to recover its costs • suit, whether • not suit, proceeds to final judgment. A party not entitled to recover its costs shall not • attorneys' fees. No sum for • fees shall be included in calculating the • • a judgment for purposes of deciding whether a party is entitled to its costs or attorneys' fees.
before such tender, shall not survive tender of the deed, Section 13. Binding on Successors.
Except as otherwise provided herein, this Agreement inures to the benefit of, and is binding �on, the parties, � their respective heirs, personal representati ives, successors, and ?ssigns.
Section 14. Integration Clause
1 77 J
writing and signed by all of the parties before it will be effective, Section 15. No Representation Regarding Legal Effect of Document 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, a I nd each signatory is advised to submit this Agreement to his or her respective attorney before signing it.
Section 16. Counterparts
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.
Section 17. Time Is of the Essence
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.
Section 18. Indemnity
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 consultant and expert fees) relating to or arising from the City's activities on the Property.
11TUMIMM .110
Except as set forth in Section 7, in its entirety, Section 8.4 and Section 11, in no event shall Seller have any liability to the City for damages. r-Aftel I V-1 I a I M Le
Driveway is to remain one-half of the way accessible at all times during construction. Tenant's business'will not be disrupted by construction. The City will provide • for the tenants stating "Open for Business" and directional signs for the entrance. [W Lei LI La 111;Mmej kI I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth herinabove.
SELLER:
Date:
Blanca Pacheco, Mayor (Print)
ATTEST: APPnr"S TO FORM:
A A
Maria Alicia Duarte CIVIC, City Clerk
ATTACHMENT
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Carding Requested y:
CITY OF DOWNEY
W-1, .T• M M.
CITY CLERK
CITY HALL, CITY F DOWNEY
X 701
DOWNEY, CA 90241-7016
"This document is recorded for the benefit of
the City of Downey and is therefore exempt
from recording fees pursuant to Gov't Code'
Section 27383 and exempt from documentary
transfer tax pursuant to Rev. & Tax Code
Section 11922°
FOR A VALUABLE CONSIDERATION,-ir' of oie
CALIFORNIA ASSET PORTFOLIO, INC., A CALIFORNIA CORPORATION, hereinafter called Grantor,
SEE ATTACHMENT
EXHIBIT "A "- LEGAL DESCRIPTION
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It is understood and agreed that the rightsgranted heroin shall terminate eighteen ► r notification to Grantor by Grantee of i.. construction.; o-. the temporaryconstruction t when written notice is provided to Seller by the City or its subcontractors. Written notice will be provided no later than twelve (12) months from 071 se of escrow of Aareement No. 4776.
VD,t.d: GRANTOR:
CALIFORNIA IA ASSET XI' LIO, INC., A CALIFORNIA
CRP 'ION
Its, General Manager
3Varaxc: t tit rfry al
Y°
Its: ...
Name:
ATTAG0Vi;ZTr7"W
Poition of APN 6285-002-008
Real property situate in the City of Downey, County of Los Angcics, State of California, described as follows:
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COMMENCING at the centerline intersection of Lakewood Blvd- and Florence lhmc along the ccntcrline of said La ewood Blvd. South 234348 West, 426.89 et; VU
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Ilence along the: northerly line of saidlands South 58002'48" East, 4.98 feet; IF I VIIIIIINVII 11 !111 111111 11 1 111 1 ���
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1111111111,11111111111111111111 Y IIIIIIII!I� ;IIIIII III � I qq��111 I As shown an plot attached hereto and by this reference made part hereof as Exhibit 0, For- BKF E�n inters
Davis Thresh, P.L.S. No, 6868
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Dated
EXHIBIT66 "- r Visual Reference Only. Not for Descriptive BASIS Of 6FAMNOIS
PLORENCE AVE NORTH 23 " ET® BEING THE CE14TOUNE OF
LAKEWOODOtt V .2 ® °W® ON
AT 'TIN PARCEL A NO. 1 SERIES
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State of • I
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personally appeared
Name. of Signtt t'l)
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• t: { proved to meonthebasis ofsatisfactoryevidence i be l person(s)I Ie(s) isfare subrcribed to the within instrument andacknowledged to me thathe./she/theyYthe samehis/her/their authorized 1;
.p and that by his/herl.theitif the instrument 1 •k or ! ill behalf of sl i the person(s) acted, executed thejgMWM#jjt
underPENALTY OFPERJURY under thelawsof theState YCalifornia thattheforegoingparagraph true and correct.
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ATTACHMENT
'MTIFICATE .:. ACCEPTANCE
Mk" &ction k
This is to certify that the t��rary easement more particularly described in L and 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 tn behalf of Council,n4 the Grantee consents4 recordationthereof by duly zuthorized officer.
A-PN: 8
By:
F-AtUM 21 J, I =1 ki 111116161
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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 Deeds attached to this Agreement as the "Road Deed" 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 agree's to deposit with Escrow Agent any additional instruments as may %e 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.
2. 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 accordance with paragraph "C" below. i
informationCFrom the date that tax is available,
basisincluding June 301h, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the year in i
Collector's prorationit ith penalties and interest, if said and/orcurrent taxes are unpaid after December 10 ri ,
check payable to the County Tax Collector for Seller's -portion of taxes shall be forwarded to City withclosing
DAny taxes which have been paid by Seller, prior to opening of this escrow, shall _i ll , l _
t t right, after
close of escrow, t applyI r of said county forr
This refund would apply to the periodi' i ii , pursuant TaxationRevenue and ci
Authorized3. Escrow Agent is A. Pay and charge City for 100% of escrow fees and closing costs and any amount necessary to placetitle in the conditioni this
B. Pay and charge i % of escrow fees and closing
this Agreement,
Disburseii this
fulfilled by City and Seller.
The Term "close of escrow", if and where written in these instructions, ; Il mean the date necessary instruments recorded in the officeRecorder.
Recordation instruments deli r rough this escrow is authorizedif necessaryr proper in the issuance of saidpolicy f title insurance.
II time limits within whichr herein specified is to be performed extended by mutual agreement of the partiesr t. Any amendmentr supplement t any instructions in writing.
4. Time is •the Essence in these InstructionsandEscrow• Close as Soon Possible
(exceptIf i deposit of moneyby City, which shall •- made • r City upondemand of Escrow Agent before close of escrow) this escrow is not in condition to close within forty-five (45) days from date of these instructions, any party who then shall have fully complied with these instructions may, in writing, demand the return of their money or property; but if none have complied, no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible.
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.
Loss or damage to the real property or any improvements thereon, by fire or ot�h casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In event that loss or damage to the real property or any improvements thereon, by fire or ot casualty, occurs prior to the recordation of the Deed, City may elect to require that the Se!I11 pay to City the proceeds of any policy of insurance which may become payable to Seller reason thereof, or to permit such proceeds to be used for the restoration of the damage don or to reduce the total price by an amount equal to the diminution in value of said Property reason of such loss or damage or the amount of insurance payable to Seller, whichever greater. Seller shall not be liable for any loss or damage to Property caused by City upon t effective date of the Road Deed. I