HOA.105883420.1
PURCHASE AND SALE AGREEMENT
SELLER: COUNTY OF LOS ANGELES,
a body corporate and politic
BUYER: CITY OF LANCASTER,
a California municipal corporation and charter city
DATED: __________________, 2026
HOA.105883420.1 2
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (Agreement) is entered into and is effective as of ______________, 2026 ( Effective Date ) by and between the COUNTY OF LOS ANGELES, a body corporate and politic ( Seller), and the CITY OF LANCASTER, a California municipal corporation and charter city (Buyer). Each of Buyer and Seller are occasionally referred to herein as a Party and collectively as the Parties.
RECITALS
A. Seller is the owner of unimproved real property located at W Avenue G and 30th St W in the City of Lancaster, County of Los Angeles, State of California.
B. Seller has offered to sell to Buyer the real property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the real property, as more specifically described below.
C. In addition to the Purchase Price, and as material consideration to Seller in agreeing to enter into this Agreement, Buyer has agreed to pay to Seller the Independent Consideration Amount as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. On the terms and conditions contained in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the unimproved real property located at West Avenue G and 30th Street West in the City of Lancaster, County of Los Angeles, State of California, with APN 3107 -022-900, and legally described and depicted on Exhibit A, together with all of Seller's rights, title and interest in and to any improvements located thereon; (a) all appurtenances, hereditaments, easements, rights-of-way, reversions, remainders, development rights, well rights, water rights and air rights; and (b) any other rights or privileges appurtenant to such real property (collectively, the "Property"). Seller reserves unto itself all oil, gas, hydrocarbons, or other minerals in and under the Property, without the use of the surface or subsurface to a depth of 500 feet, measured vertically, from the surface of the Property.
2. No Escrow. Given the governmental nature of the Parties, no escrow shall be required under this Agreement. The Parties shall make the deliveries required at the Closing directly to one another, in the sequence provided in Section 11.01(c). Buyer shall obtain the Title Policy described in Section 6.04, at Buyer's sole cost and expense, directly from the Title Company and outside of escrow.
Buyer's Initials: ____ Seller's Initials: ____
3. Purchase Price.
3.01 Purchase Price. The purchase price (Purchase Price) to be paid by Buyer for the Property shall be One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), payable HOA.105883420.1 3
at the time and in the manner provided in Section 3.02 and Section 11.01(c). The Purchase Price shall be paid in cash or certified funds.
(a) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the independent consideration amount of One Hundred and 00/100 Dollars ($100.00) ( Independent Consideration Amount ) to be retained by Seller as non - refundable independent consideration but applicable to the Purchase Price. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement and Seller holding the Property off the market for a period commencing as of the Effective Date and continuing until the Closing and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non- refundable in all events, except for Seller's default hereunder. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount.
3.02 Closing. Subject to the Conditions Precedent set forth in Sections 6, 9 and 10 of this Agreement, the closing of this transaction ( Closing) shall occur on ______________, 2026 (the Closing Date), unless an extension is otherwise agreed to in writing by both Parties.
In no event shall the Closing occur after ______________, 2026 (the Outside Closing Date). If the Closing has not occurred on or before the Outside Closing Date for any reason other than a default by a Party, either Party may terminate this Agreement by written notice to the other Party, and neither Party shall thereafter have any further rights or obligations hereunder except those that expressly survive termination. At the Closing, Seller shall deliver the Deed and the Title Company shall be irrevocably and unconditionally committed to issue the Title Policy, all as provided in Sections 6.04 and 11.01, and Buyer shall pay the Purchase Price in the manner and within the time provided in Section 11.01(c).
4. Preliminary Due Diligence; As-Is Purchase; Release.
4.01 No Representation or Warranty. The Seller makes no representation or warranty whatsoever regarding the Property. Neither the Seller nor any of its respective officers, directors, employees, attorneys, engineers, agents or representatives shall be deemed to make or have made any representation or warranty as to the adequacy, validity, accuracy, fitness for a particular purpose or completeness of any Property documents provided to Buyer by Seller, and neither Seller nor any of its officers, directors, employees, attorneys, engineers, agents or representatives shall have any liability resulting from the use of or reliance on any Property documents. If this transaction does not close for any reason, Buyer shall not use any Property documents provided to Buyer and shall return the same and any copies thereof to the Seller.
4.02 "As Is" Purchase. BUYER HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY UPON THE CLOSING ON AN "AS IS" BASIS. SELLER AND BUYER AGREE THAT THE PROPERTY WILL BE SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO
RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND SUCH SALE WILL BE
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING
EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE),
AND SELLER DISC LAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY.
4.03 Release. Effective from and after the Closing, Buyer hereby waives, HOA.105883420.1 4
releases, acquits, and forever discharges Seller, and Seller's agents, directors, officers, and employees to the maximum extent permitted by law, of and from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that it now has or that may arise in the future because of or in any way growing out of or connected with this Agreement and the Property (including without limitation the condition of the Property), except matters arising from (i) Seller's fraud or intentional misrepresentation, (ii) any breach of Seller's representations and warranties set forth in Section 7.01, or (iii) any obligation of Seller under this Agreement that expressly survives the Closing. Buyer expressly waives its rights granted under the provisions of any law that provides that a general release does not extend to claims that buyer does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its agreement to release seller including, without limitation, California Civil Code § 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEME NT WITH THE DEBTOR OR RELEASED PARTY.
Seller and Buyer have each initialed this section 4.03 to further indicate their awareness and acceptance of each and every provision of this Agreement. The provisions of this section 4.03 will survive the Closing.
Buyer's Initials: ____ Seller's Initials: ____
5. Examination of Property; Due Diligence Period. Upon making prior arrangements with the Seller, Buyer, its agents or employees may enter upon the Property for the purposes of inspecting the Property, conducting environmental, soil, engineering, structural and other tests as Buyer may deem necessary. B uyer shall restore the affected portion of the Property to its condition prior to the performance of such studies or inspections. Buyer agrees to indemnify, defend and hold the Seller harmless for, from and against any liability and/or damages caused by Buyer in exercising the foregoing license (unless arising from Seller's gross negligence or willful misconduct or from the mere discovery of any pre- existing condition of the Property), including, but not limited to any and all costs, expenses and attorneys' fees, through all mediation, arbitration, trial and appellate proceedings, and agrees that this obligation to indemnify shall survive any termination of this Agreement and the Closing. All expenses incurred in connection with the exercise of such license by Buyer shall be the responsibility of Buyer. Buyer shall have until the date that is __________ (__) days after the Effective Date (the Due Diligence Period) to complete its inspections and investigations of the Property. If Buyer, in its sole and absolute discretion, disapproves of the condition of the Property, Buyer may terminate this Agreement by written notice to Seller delivered on or before the expiration of the Due Diligence Period, in which case neither Party shall have any further rights or obli gations hereunder except those that expressly survive termination. If Buyer does not timely deliver such termination notice, Buyer shall be deemed to have approved the condition of the Property, other than the condition of title, which shall be governed exclusively by Section 6.
6. Conditions Precedent to Closing; Title Matters . The following provisions of this Section 6 shall govern the condition of title to the Property and certain conditions precedent to the Closing.
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6.01 Preliminary Title Report . Within ten (10) days after the Effective Date, Buyer shall order from a title company selected by Buyer (the "Title Company") a preliminary title report for the Property, together with legible copies of all documents underlying the exceptions identified therein (collectively, the "Preliminary Report"). The cost of the Preliminary Report shall be borne by Buyer.
6.02 Buyer's Review; Right to Disapprove. Buyer shall have thirty (30) days after its receipt of the complete Preliminary Report (the " Title Review Period") to deliver to Seller written notice disapproving any exception to title shown therein (a "Title Objection Notice"). Any exception to title not disapproved by a timely Title Objection Notice shall be deemed approved by Buyer. The mineral reservation described in Section 1, the standard printed exceptions in the Preliminary Report, and all exceptions approved or deemed approved by Buyer pursuant to this Section 6.02 are referred to collectively as the "Permitted Exceptions"; provided, however, that no deed of trust, mortgage, judgment lien, mechanic's lien, delinquent tax or assessment lien, or other monetary lien or monetary encumbrance (collectively, "Monetary Liens") shall constitute a Permitted Exception, whether or not disapproved in a Title Objection Notice, and Seller shall cause all Monetary Liens to be removed of record at or before the Closing.
6.03 Seller's Right to Cure . Within ten (10) business days after its receipt of a Title Objection Notice, Seller shall notify Buyer in writing whether Seller elects to remove or otherwise cure each disapproved exception at or before the Closing. Seller's failure to timely deliver such notice shall be deemed Seller's election not to cure. If Seller elects (or is deemed to have elected) not to cure any disapproved exception, or if Seller elects to cure any disapproved exception but fails to complete such cure at or before the Closing, Buyer may, by written notice to Seller, either (a) waive its disapproval, in which case such exception shall be deemed a Permitted Exception, or (b) terminate this Agreement, in which case the Independent Consideration Amount shall be refunded to Buyer and neither Party shall have any further rights or obligations hereunder except those that expressly survive termination.
6.04 Title Policy . It shall be a condition precedent to Buyer's obligation to consummate the Closing and to pay the Purchase Price that, at the Closing, the Title Company is irrevocably and unconditionally committed to issue to Buyer, upon recordation of the Deed, a CLTA standard coverage owner's policy of title insurance (or, at Buyer's election and additional cost, an ALTA extended coverage owner's policy of title insurance) in the amount of the Purchase Price, insuring fee title to the Property vested in Buyer, subject only to the Permitted Exceptions (the "Title Policy"). The premium for the Title Policy shall be borne by Buyer as provided in Section 2. Seller shall execute and deliver such customary affidavits, authority documents, and other instruments, and shall provide such reasonable cooperation, as the Title Company may require in order to issue the Title Policy.
6.05 Conditions Precedent. In addition to the conditions set forth in Sections 9 and 10 of this Agreement, the obligations of Buyer under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (together with the conditions set forth in Sections 9 and 10, the " Conditions Precedent"): (a) Seller holds fee title to the Property, free and clear of all liens and encumbrances other than the Permitted Exceptions; and (b) the Title Company is irrevocably and unconditionally committed to issue the Title Policy as provided in Section 6.04. If the Conditions Precedent set forth in this Section 6.05 are not satisfied or waived by Buyer in writing at or prior to the Closing, this Agreement shall immediately terminate unless otherwise agreed to in writing by both Parties. Seller agrees to provide reasonable cooperation to Buyer in order to satisfy the Conditions Precedent.
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7. Representations and Warranties.
7.01 Seller's Representations and Warranties . Seller represents and warrants to Buyer, as of the Effective Date and again as of the Closing, as follows:
(a) Seller is the sole owner of the entire right, title and interest in and to the Property.
(b) Seller is a body corporate and politic.
(c) Seller has the full power and authority to enter into and comply with the terms of this Agreement and has, or at Closing will have, obtained all necessary consents and approvals required for Seller to enter into and consummate the transaction described in this Agreement. The individual(s) signing this Agree ment on behalf of Seller is or are authorized to execute this Agreement and bind Seller to its terms and conditions.
(d) This Agreement, and all instruments referenced herein to be executed by Seller in connection with the transaction described in this Agreement, are or at the time of Closing will be, duly authorized, executed and delivered by Seller, and are, or at Closing will be, legal, valid and binding obligations of Seller and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller is subject.
(e) The execution and delivery of this Agreement, and consummation of the transaction described in this Agreement do not, and at Closing will not constitute a default under any contract or agreement to which Seller is a party.
(f) The acts of Seller's Board of Supervisors, directors, members, managers, officers, employees, agents, attorneys, affiliates, lenders, consultants and contractors who sign this Agreement, and all instruments referenced herein to be executed by Seller in connection with the transaction described in this Agreement, or perform any obligation of Seller hereunder or thereunder, and the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of Seller.
(g) Seller has obtained, or will obtain before Closing, all required consents, releases, and permissions, and has complied with or will comply with all material statutes, laws, ordinances, and regulations of any kind or nature, in order to effectively vest in Buyer good and indefeasible title to the Property.
(h) There are no pending or, to Seller's actual knowledge, threatened legal actions or arbitrations or reference proceedings at law or in equity, against Seller or affecting the Property.
(i) To Seller's actual knowledge, all laws, ordinances, rules, and regulations (including, but not limited to, those relating to flood control, zoning, building, fire, health, and safety) of any government or any agency, body, or subdivision thereof, bearing on the construction, operation, ownership, or use of the Property, have been complied with by Seller and, except as disclosed in the Property documents, Seller has not received any written notice from any governmental authority that the Property or any condition existing thereon or any present use thereof currently violates any law or regulations applicable to the Property, including, without limitation, environmental statutes, ordinances or regulations governing hazardous substances, HOA.105883420.1 7
and to Seller's actual knowledge, no such violations exist.
(j) Seller has not received any notice that Seller is in default of its obligations under any declarations, reciprocal easement agreements and other similar cross - easements, use agreements, covenants or similar agreements with adjacent property owners governing the use, maintenance or operation of any part of the Property.
(k) Seller has not received written notice from any governmental authority of any pending condemnation action against any of the Property.
(l) To Seller's actual knowledge, there are no Hazardous Substances present at, on, in, under or about the Property (including, without limitation, the air, land, soil, surface water, and ground water); there has not been any generation, transportation, storage, treatment, or disposal of any Hazardous Substance at, the Property, or within one -half mile thereof, or any migration of Hazardous Substances to or from the Property, now or in the past; there is no pending or threatened litigation in which any person or entity alleges, or threatens to allege, the presence, release, threat of release, placement at, on, in, under or about, or migration from or to, the Property, or the generation, transportation, storage, treatment, or disposal on the Property, of any Haz ardous Substance; Seller has not received any notice of and, to Seller's actual knowledge, no governmental authority or any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is the presence, release, threat of release, placement at, on, in, under or about, the Property, or the generation, transportation, storage, treatment, or disposal on the Property, of any Hazardous Substance; to Seller's actual knowledge, there are no communications or agreements with any governmental authority or agency (federal, state, or local) or any private person or entity (including, without limitation, any prior owner of the Property or any present or former occupant of the Property) relating in any way to the presence, release, threat of release, placement at, on, in, under or about, or migration from or to, the Property, or the generation, transportation, storage, treatment, or disposal at, on, in, under or about, the Property, of any Hazardous Substance.
Environmental Law means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to the safety, welfare and protection of human health or the environment or any natural resource, relating to any Hazardous Substances, relating to liability for or costs of other actual or threatened danger to the safety, welfare or human health or the environment or any natural resource and includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations adopted and publications promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (as amended, including, but not limited to, the Superfund Amendments and Reauthorization Act of 1986, CERCLA), 42 U.S.C. §9601 et seq; the Emergency Planning and Community Right-to-Know Act of 1986; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801 et seq; the Resource Conservation and Recovery Act, as amended (including, but not limited to, Subtitle I relating to underground storage tanks), 42 U.S.C. §6901 et seq; the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.; the California Hazardous Waste Control Law, California Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, California Health & Safety Code Section 25300 et seq.; the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; the Porter -Cologne Water Quality Control Act, California Water Code Section 13000 et seq.; the California Air Resources Law, California Health and Safety Code HOA.105883420.1 8
Section 39000 et seq.; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term Environmental Law also includes, but is not limited to, any present and future federal, state and local laws, statutes ordinances, rules, regulations and the like, as well as common law conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the Property; requiring notification or disclosure of Releases of Hazardous Substances or other environmental condition of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; imposing conditions or requirements in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes of action related to the Property; an d relating to wrongful death, personal injury, or property or other damage in connection with any physical condition or use of the Property.
Hazardous Substances shall mean all chemicals materials, substances, or items in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by -products, or any other materials or articles, that because of the physical, chemical, or other characteristics may pose a risk of endangering human health or safety or of degrading the environment and are regulated under any Environmental Law, including not limited to: petrol eum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, lead based paint, radon, radioactive materials, mold, flammables and explosives, infectious substances or any other substances or materials now or hereafter regulated by any Environmental Law.
As used herein, the term Seller's actual knowledge means the current, actual and personal knowledge of (and only of) Michael G. Rodriguez, and does not include knowledge imputed to Seller from any other person or entity. The named individual is acting for and on behalf of Seller and in a capacity as an officer or employee of Seller or one or more of Seller's affiliates and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. Buyer waives any right to s ue or to seek any personal judgment or claim against the named individual.
The representations and warranties of Seller set forth in this Section 7.01 shall survive the Closing for a period of two (2) years and shall not merge into the Deed upon its recordation or upon delivery of possession of the Property.
7.02 Buyer's Representations and Warranties . Buyer warrants and represents to Seller, as of the Effective Date and again as of the Closing, as follows:
(a) Buyer is a duly formed and validly existing California municipal corporation and charter city under the laws of the State of California.
(b) Buyer has the full power and authority to enter into and comply with the terms of this Agreement and has, or at Closing will have, obtained all necessary consents and approvals required for Buyer to enter into and consummate the transaction described in t his Agreement.
(c) This Agreement, and all instruments referenced herein to be executed by Buyer in connection with the transaction described in this Agreement, are, or at the time of Closing will be, duly authorized, executed and delivered by Buyer, and are, or at Closing will be, legal, valid and binding obligations of Buyer and do not, and at the time of Closing will not, HOA.105883420.1 9
violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. Buyer’s execution and delivery of this Agreement, and Buyer’s performance of its obligations hereunder, have been duly authorized by the City Council of the City of Lancaster by all requisite action, and no further action on the part of Buyer or its governing body is necessary to authorize this Agreement.
(d) The execution and delivery of this Agreement, and consummation of the transaction described in this Agreement, will not, to Buyer's actual knowledge, constitute a default under any contract or agreement to which Buyer is a party.
(e) Neither Buyer nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, is in violation of any federal or state anti-money laundering and anti-terrorism laws.
(f) Neither Buyer nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations, or narcotics traffickers, including thos e persons or entities designated as a Specially Designated National pursuant to Executive Order 13224 of the President of the United States, dated September 23, 2001 ( Executive Order), as amended, or that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time (Government List).
Neither Buyer nor its partners, members, officers, directors, investors, or shareholders, nor any of their respective affiliates, in any capacity in connection with the purchase of Property (a) conducts any business or engages in making or receiving any contribution of funds, goods, or services to or for the benefit of any person included in a Government List, (b) deals in, or otherwise engages in any transaction relating to, the Property or interests in property blocked pursuant to the Executive Order, or (c) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-money-laundering and anti-terrorism laws.
(g) Neither Buyer, nor any person controlling or controlled by Buyer, is a country, territory, individual, or entity named on a Government List, and, to Buyer’s actual knowledge, the monies used in connection with this Agreement and amounts committed with respect to this Agreement were not and are not derived from any activities that contravene any applicable anti -money-laundering or anti -bribery laws and regulations (including funds being derived from any person, entity, country, or territory on a Government List or engaged in any unlawful activity defined under 18 USC §1956(c)(7)).
As used herein, the term Buyer's actual knowledge means the current, actual and personal knowledge of (and only of) Trolis Niebla, City Manager of Buyer, and does not include knowledge imputed to Buyer from any other person or entity. The named individual is acting for and on behalf of Buyer and in a capacity as an employee of Buyer and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. Seller waives any right to sue or to seek any personal judgment or claim against the named individual.
Except for the representations and warranties of Buyer set forth in Sections
7.02(a), 7.02(b) and 7.02(c), which shall survive indefinitely, the representations and warranties of Buyer set forth in this Section 7.02 shall survive the Closing for a period of two (2) years.
8. Remedies.
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8.01 Seller's Remedies . In the event Buyer fails to perform its obligations pursuant to this Agreement prior to the Closing for any reason except due to the Seller's default or failure to perform its obligations hereunder, the Seller shall be entitled as its sole remedy to terminate this Agreement. If the Closing occurs and Buyer fails to pay the Purchase Price when due under Sections 3.02 and 11.01(c), Seller shall be entitled to bring an action against Buyer for the unpaid Purchase Price, together with interest thereon at the legal rate from the date due until paid, and Buyer's obligation to pay the Purchase Price shall survive the Closing and the recordation of the Deed. Seller acknowledges and agrees that, the Parties having elected to proceed without an escrow, the sequence of deliveries and payment set forth in Section 11.01(c) shall apply, and Seller accepts the risks associated with the absence of an escrow. Nothing in this Section shall limit the Seller's right to recover attorneys' fees under Section 8.03 below.
8.02 Buyer's Remedies. If the Seller (1) fails to perform any of its obligations under this Agreement prior to the Closing for any reason other than the default of Buyer or the termination of this Agreement (and such failure continues for a period of ten (10) days following written notice to the Seller), or (2) breaches a representation and warranty, then the Seller shall be in default under this Agreement and, as Buyer's sole and exclusive remedy, Buyer may elect to: (i) waive the default and proceed to close this transaction; or (ii) pursue specific performance of this Agreement; or (iii) terminate this Agreement and receive a refund of the Independent Consideration Amount and any other amounts theretofore paid by Buyer to Seller under this Agreement; provided, however, if specific performance is unavailable because of the affirmative or intentional acts or omissions of the Seller, Buyer may bring suit for damages as a result of the Seller's default hereunder. As a condition precedent to Buyer's right to pu rsue specific performance under section (ii) above, Buyer shall (a) not be in default under this Agreement; and (b) file suit therefor in the Superior Court of Los Angeles County, California on or before 5:00 p.m.
Pacific Time on or before the date that is sixty (60) business days immediately following the scheduled Closing date. Nothing in this Section shall limit Buyer's right to recover attorneys' fees under Section 8.03 below.
8.03 Attorneys' Fees. In the event either party hereto is required to employ an attorney because of the other party's default, then the defaulting party shall pay the non-defaulting party's reasonable attorneys' fees incurred in the enforcement of this Agreement.
8.04 Waiver. Seller and Buyer waive the right to pursue any punitive, speculative, consequential, or special damages against the other.
9. Conditions Precedent to the Seller's Obligations . The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:
(a) All representations and warranties made by Buyer in this Agreement and in any written statements delivered to the Seller by Buyer under this Agreement shall be true and correct as of the Closing.
(b) Buyer shall have performed and complied with all obligations of Buyer required by this Agreement to be performed or complied with by Buyer on or prior to the Closing.
(c) All documents required to be delivered by Buyer on or prior to the Closing shall have been properly executed by Buyer and delivered to the Seller in form and substance reasonably satisfactory to Seller.
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10. Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by Buyer:
(a) All representations and warranties made by the Seller in this Agreement and in any written statement delivered to Buyer by the Seller under this Agreement shall be true and correct as of the Closing.
(b) The Seller shall have performed and complied with all its respective obligations required by this Agreement to be performed or complied with by it on or prior to the Closing.
(c) All documents required to be delivered by the Seller on or prior to the Closing shall have been properly executed by the Seller and delivered to Buyer in form and substance reasonably satisfactory to Buyer.
(d) The Title Company shall be irrevocably and unconditionally committed to issue the Title Policy as provided in Section 6.04, subject only to the Permitted Exceptions, and Buyer shall not have terminated this Agreement pursuant to Section 5 or Section 6.
11. Closing.
11.01 Closing Matters.
(a) At Closing, the Seller shall execute, deliver and acknowledge the following documents:
(i) A grant deed (Deed) conveying the Property;
(ii) Such customary affidavits, authority documents, and other instruments as the Title Company may reasonably require in order to issue the Title Policy; and
(iii) Such other documents as are reasonably necessary to close and consummate the purchase and sale transaction contemplated by this Agreement and as may be required by the Buyer.
(b) At Closing, Buyer shall execute, acknowledge and/or deliver, as applicable, the following items to Seller:
(i) The Purchase Price, at the time and in the manner provided in Section 11.01(c) below;
(ii) Such evidence of Buyer's authority and other documents reasonably required;
(iii) A Certificate of Acceptance executed by Buyer pursuant to California Government Code Section 27281.
(iv) Execute and deliver such other documents as are reasonably necessary to close and consummate the purchase and sale transaction contemplated by this HOA.105883420.1 12
Agreement and as may be required by Seller.
(c) The Closing shall proceed without an escrow, in the following sequence:
(i) at the Closing, Seller shall execute, acknowledge, and deliver the Deed and the other documents described in this Section 11.01, and Seller shall cause the Deed, together with Buyer's Certificate of Acceptance, to be recorded in the official records of the Los Angeles County Registrar-Recorder/County Clerk; (ii) upon recordation of the Deed, the Title Company shall issue the Title Policy to Buyer; and (iii) Buyer shall pay the Purchase Price (less a credit for the Independent Consideration Amount previously paid) to Seller within __________ (__) business days after the later of (A) the date the Deed is recorded and (B) the date the Title Policy is issued to Buyer. Seller acknowledges that delivery and recordation of the Deed will precede payment of the Pur chase Price, and Seller accepts the risks associated with closing this transaction without an escrow. Buyer's obligation to pay the Purchase Price in accordance with this Section
11.01(c) shall survive the Closing and the recordation of the Deed. (d) Possession of the Property shall be delivered to Buyer at Closing.
11.02 Taxes. At Closing, all taxes (real and personal), fees and assessments, if applicable, shall be prorated as of the date of the Closing in accordance with the prorations customarily used for commercial properties in the area of the Property.
11.03 Closing Costs. The Seller shall be responsible for recording the Deed. The Parties acknowledge that recordation of the Deed is exempt from recording fees pursuant to California Government Code Sections 6103 and 27383, and that the conveyance contemplated by this Agreement is exempt from documentary transfer tax pursuant to California Revenue and Taxation Code Section 11922. Except as otherwise provided in Section 8.03, each party shall be responsible for the payment of its own attorneys' fees incurred in connection with the transaction, which is the subject of this Agreement.
11.04 Commissions. Neither Seller nor Buyer have retained or engaged a real estate broker, commission agent or any other person who is or may be entitled to payment of a commission or finder's fee or other compensation in connection with the transaction contemplated by this Agreement. Seller and Buyer shall indemnify, hold harmless and defend the other, its successors and assigns for, from and against any and all claims, demands, actions, costs and expenses, including reasonable attorney and accounting fees and court costs arising out of any claim by any real estate broker or other person claiming through the indemnifying party that such person is entitled to any commission or fee in connection with this transaction.
The provisions of this Section 11.04 shall survive the Closing.
12. Condemnation and Risk of Loss.
12.01 Condemnation. If, prior to Closing, any governmental authority, other than Buyer, or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to the Property, and the same is not dismissed on or before ten (10) days prior to Closing, Buyer shall be entitled either to terminate this Agreement upon written notice to Seller or to waive such right of termination and receive all such condemnation proceeds. In the event Buyer elects to terminate this Agreement under this Section 12.01, neither party to this Agreement shall thereafter have any further rights or obligations hereunder e xcept for those rights and obligations that survive termination of this Agreement or the Closing as provided in this Agreement.
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12.02 Risk of Loss. The risk of loss or damage to the Property and all liability to third persons until the Closing shall be borne by the Seller. Buyer shall assume all risks of loss or damage to the Property and all liability to third persons upon the Closing.
13. Miscellaneous.
13.01 Notices. Any and all notices, demands or requests required or permitted hereunder shall be in writing and shall be effective upon personal delivery or facsimile transmission (facsimile transmission must include verification of transmission) or one (1) business day after being deposited with any commercial air courier or express service providing next day delivery, addressed as follows:
To the Seller:
County of Los Angeles
Chief Executive Office
Real Estate Division
555 W. 5th Street, 36th Floor
Los Angeles, CA 90013
Attn: Joyce Chang
With a copy to:
County of Los Angeles
Office of the County Counsel
648 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, California 90012-2713
Attn: Real Property Division
To Buyer:
City of Lancaster
City Hall
44933 Fern Avenue
Lancaster, CA 93534
Attn: City Manager
With a copy to:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attn: Allison Burns
Buyer or Seller may change its address for notice by giving notice in the manner provided above. The inability to deliver because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be t he receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any telephone numbers or e-mail addresses provided in this Agreement are for aiding informal communications HOA.105883420.1 14
only, and notices shall not be effective if provided orally or if sent only by e-mail.
13.02 Time of the Essence; Date of Performance. Time is of the essence of this Agreement, and Buyer and the Seller hereby agree to perform each and every obligation hereunder in a prompt and timely manner; provided, however, that if the date for the performance of any action or the giving of any notic e which is required hereunder, occurs on a Saturday, Sunday or legal holiday, the date for performance or giving of notice shall be the next succeeding business day.
13.03 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law, but if any provision of this Agreement shall be invalid or prohibited hereunder, such provision shall be ineffective to the extent of such prohibition or invalidation which shall not invalidate the remainder of such provision or the remaining provisions of this Agreement.
13.04 Waiver. The waiver by either party hereto of any right granted to it hereunder shall not be deemed to be a waiver of any other right granted herein, nor shall same be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.
13.05 Entire Agreement. This Agreement, contains the entire agreement of the parties hereto with respect to the matters covered hereby, supersedes all prior agreements, arrangements and understandings between the parties and no other agreement, statement or promise made by either party hereto that is not contained herein shall be binding or valid. All exhibits to this Agreement are by this reference incorporated herein.
13.06 Amendments. This Agreement may be amended only by written document signed by each of the parties hereto.
13.07 Further Performance. Each party shall, whenever and as often as it shall be requested by the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and documents, as may be reasonably necessary in order to complete the sale, conveyance and transfer herein provided and to do any and all things as may be requested in order to carry out the intent and purpose of this Agreement.
13.08 Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A party's signature on this Agreement or any amendment hereto may be provided by facsimile or electronically scanned and shall be effective upon transmission to the other party hereto.
13.09 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
13.10 Governing Law; Venue. This Agreement shall be construed and interpreted under, and governed and enforced according to the laws of the State of California, without giving effect to the principles of conflicts of law. The parties agree that should any court action be commenced relating to this Agreement, that the Los Angeles County Superior Court shall be the appropriate and exclusive venue therefore. The parties expressly waive any and all provisions of law providing for a change of venue to any other state or federal court.
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13.11 Dispute Resolution. In the event a dispute arises under this Agreement, Buyer and Seller agree that there shall be a thirty (30) day moratorium on litigation during which time the Buyer and the Seller agree to attempt to settle the dispute by non- binding mediation before commencement of litigation. The mediation shall be held under the Commercial Mediation Rules of the American Arbitration Association (AAA) but shall not be under the administration of the AAA unless agreed to by the Buyer and the Seller in writing, in which case all administrative fees shall be divided evenly between the Buyer and the Seller. The matter in dispute shall be submitted to a mediator mutually selected by Buyer and the Seller. If the Parties cannot agree upon the selection of a mediator within ten (10) business days, then within five (5) business days thereafter, the Buyer and the Seller shall request that the Presiding Judge of the Superior Court in and for the County of Los Angeles, State of California, appoint the mediat or. The mediator selected shall have at least ten (10) years of experience in mediating or arbitrating disputes relating to commercial property. The cost of any such mediation shall be divided equally between the Buyer and the Seller. The results of the mediation shall be nonbinding with either Buyer or the Seller free to initiate litigation upon the conclusion of the latter of the mediation or of the thirty (30) day moratorium on litigation.
13.12 Headings and Construction. The headings set forth in this Agreement are inserted only for convenience and are not in any way to be construed as part of this Agreement or a limitation on the scope of the particular paragraph to which it refers. Where the context requires herein, the singular shall be construed as the plural, and neutral pronouns shall be construed as masculine and feminine pronouns, and vice versa. This Agreement shall be constructed according to its fair meaning and neither for nor against either party hereto.
13.13 Assignment. Buyer shall not have the right to assign its rights under this Agreement without the consent of Seller, which may be granted or withheld in Seller's sole and absolute discretion.
[signatures begin on the following page]
HOA.105883420.1 16
IN WITNESS WHEREOF, Buyer and the Seller have executed this Agreement effective as of the date first written above.
BUYER:
CITY OF LANCASTER,
a California municipal corporation and charter city
By:
Trolis Niebla
City Manager
ATTEST:
By:
Andrea Alexander
City Clerk
APPROVED AS TO FORM:
By:
Allison E. Burns
City Attorney
HOA.105883420.1 17
SELLER:
COUNTY OF LOS ANGELES,
a body corporate and politic
JOSEPH M. NICCHITTA
Acting Chief Executive Officer
By:
John T. Cooke
Assistant Chief Executive Officer
ATTEST:
DEAN C. LOGAN
Registrar-Recorder/County Clerk
of the County of Los Angeles
By:
Deputy
APPROVED AS TO FORM:
DAWYN R. HARRISON
County Counsel
By:
Roberto Saldaña
Senior Deputy County Counsel