02-06-2001 - Agreement to Purchase Valencia Heights Water Company PropertyCity of West Covina
Memorandum
TO: Daniel G. Hobbs, City Manager AGENDA
ITEM NO. C-8f
and City Council DATE_FebruMry 6, 2001
FROM: Thomas M. Mayer
Public Works Director/City Engineer
SUBJECT: AGREEMENT TO PURCHASE VALENCIA HEIGHTS WATER
COMPANY PROPERTY
SUMMARY: The attached report prepared by the City Attorney addresses the agreement to
purchase the Valencia Heights Water Company property, but does not include a
fiscal impact component. The fiscal impact is discussed in this report.
FISCAL IMPACT:
As described in the attached report by the City Attorney, the purchase price for the Valencia
Heights Water Company property is $1,375,000 to be paid as follows:
• $50,000 upon opening escrow.
• $87,500 upon close of escrow.
• $1,237,500 payable in monthly payments over 20 years at One Year Treasury Note rate plus
one-half of one percent.
In addition to the purchase price, there will be other costs associated with the purchase. Those
costs include escrow fees; title fees; completion, checking, and recording of the parcel map;
removal of a house, trailer and other debris; any taxes due; possible relocation of a portion of a
sewer connection; attorney fees; and other possible incidental costs. Some of these costs are
difficult at this time to accurately predict but, in total, the maximum anticipated is $1'00,000.
Whatever funds are remaining from the proposed appropriation will be returned to theirfunding
source.
The result is that $237,500 needs to be appropriated at this time and there will be annual) funding
required for the ongoing payments. There is no prepayment penalty if the City were to decide at
some point to pay off whatever debt remains. There is $50,000 available in unappropriated Park
Dedication Fees in District "E" that can be used towards the purchase and the only other'; funding
source is General Fund Reserves.
RECOMMENDATION:
It is recommended that the City Council take the following actions:
1.
2.
3.
Appropriate $50,000 from unappropriated Park Dedication Fees in District "B" to Project
No. PP-99220 (174-320-3962-7700).
Appropriate $187,500 from General Fund Reserves to Project PP-99220 (110-320-3962-
7700).
Adopt the following resolution:
RESOLUTION NO P�OQ/—// - RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA;
APPROVING THE PURCHASE OF THE VALENCIA HEIGHTS
WATER COMPANY PROPERTY LOCATED AT CITRUS AVENUE
AND WALNUT CREEK AVENUE, WEST COVINA AND
AUTHORIZING CITY STAFF TO TAKE ANY NECESSARY STEPS
TO COMPLETE THE TRANSACTION.
(signatures to follow)
WUPITEMBLDE'S FILMAGENDA - 2001WHWC contract.doc
Daniel G. Hobbs, City Manager
and City Council
Page 2 — February 6, 2001
Prepared by:
Thomas M. Mayer
Public Works Director/City Engineer
Reviewed and approved by:
Artie Fields
Acting Finance Director
Attachments: City Attorney's Repor:
Resolution
Purchase, Exchange and Sale Agreement
\\JUPITER\BLDE'S FILES\AGENDA - 2001\VHWC contract.doc
t
City of West Covina
MEMORANDUM
AGENDA
ITEM NO. C-8f
2-6-01
To: City Council and City Manager
From: Arnold M. Alvarez-Glasman, City Attorney
11
SUBJECT: APPROVAL OF VALENCIA HEIGHTS WATER COMPANY
PURCHASE, EXCHANGE AND SALE AGREEMENT
SUMMARY:
Issue — Should the City Council approve the "Purchase, Exchange and Sale Agreement" with
Valencia Heights Water Company (VHWC) in substantially the form as presented.
BACKGROUND:
At the City Council meeting of January 18, 2001, the City Council approved terms as
recommended by the Council Sub -Committee for the acquisition of the VHWC located at Citrus
Avenue and Walnut Creek Avenue, West Covina. The property consists of approximately 10
acres of which approximately 8 acres have been used for the Maverick Baseball Field and the
Ridge Riders Equestrian Center.
The City will be purchasing the property for $1,375,000.00. The purchase price will be paid
10% down payment, with the balance to be paid over a 20 year period with interest calculated at
one-half percent above the one-year United States Treasury Notes, adjusted every three years.
The City will convey the property commonly known as the "Butler Property" concurrent with the
close of escrow. The City will also grant VHWC rights of ingress and egress for pumping rights,
which will expire after five years, along with other easement rights to maintain old and install
new power lines and piping.
DISCUSSION:
Counsel for VHWC prepared the attached documents, which are substantially in the form
necessary for the completion of this transaction. The VHWC Board of Directors approved these
documents at a special meeting of January 30, 2001. It would be appropriate to approve the
attached resolution approving the purchase of this property and accepting the property on behalf
of the City. The resolution also authorizes the City Manager, City Attorney and other City staff
to take such other further steps necessary to complete this transaction.
RECOMMENDATION:
The recommendation is that the City Council approve and adopt the attached resolution
approving the purchase of the VHWC property.
Submitted By:
Attachments:
Resolution
Draft of Purchase, Exchange and Sale agreement
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA APPROVING THE
PURCHASE OF THE VALENCIA HEIGHTS WATER
COMPANY PROPERTY LOCATED AT CITRUS AVENUE
AND WALNUT CREEK AVENUE, WEST COVINA AND
AUTHORIZING CITY STAFF TO TAKE ANY NECESSARY
STEPS TO COMPLETE THE TRANSACTION
WHEREAS, the City has been negotiating with the Valencia Heights Water Company
("VHWC") since June 1998 for the purchase of that certain property consisting ofapproximately 9.96
acres of land located at Citrus Avenue and Walnut Creek Avenue (the "VHWC Property");
WHEREAS, at the City Council meeting of January 18, 2001, the City Council
approved terms and conditions for the acquisition of the VHWC Property, per the recommendation of
the Council Sub -Committee relating to this matter;
WHEREAS, the City and VHWC have reached an agreement on the terms and
conditions for the purchase and sale of the VHWC Property, including but not limited to the purchase
price and easement rights;
WHEREAS, the City desires to complete the transaction for the purchase of the
VHWC Property and to accept such property; and .
WHEREAS, the City Council desires to authorize the City Manager, City Attorney
and other City staff to take any action necessary to complete the transaction for the purchase of the
VHWC Property..
NOW, THEREFORE, the City Council of the City of West Covina does hereby
resolve as follows:
SECTION 1. The City Council hereby approves the purchase ofthe VHWC Property
located at Citrus Avenue and Walnut Creek Avenue, West Covina, for an agreed purchase price of
one million three hundred seventy-five thousand dollars ($1,375,000.00), in accordance with the
Purchase, Exchange and Sale Agreement in substantially the form attached hereto as Exhibit "A" and
by reference made a part hereof, and accepts the VHWC Property on behalf of the City.
SECTION 2. The City Council authorizes the City Manager, City Attorney and any
other City staff to execute the Purchase Agreement and all documents necessary to complete the
property purchase transaction, including the Purchase, Exchange and Sale Agreement; and the
Certificate of Acceptance, attached hereto as Exhibit "B" and by reference also made a part hereof.
SECTION 3. The City Clerk shall certify to the passage and adoption of this
Resolution, and it shall thereupon be in full force and effect upon its execution.
ATTEST: CITY OF WEST COVINA
City Clerk
APPROVED AS TO FORM:
City Attorney
Mayor
vhwcUS.doc
PHONE NO. Feb. 02 2001
06:19AN P3
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PURCHASE, EXCHANGE AND SALE AGREE . rlENT
This Purchase, Exchange and Sale Agreement (Agreeirieiat) is exxteted into,, as of
February 6, 2001 between the Valencia Heights 'Vi+'ater Company, a California corporation
(VHWC) and the City of West Covina an incorporated municipality (City).
Recitals
A. VHWC is the owner of certain real property (the VHWC Property) located at
Citrus Avenue and the 'Walnut Creek Wash, West Covina, California, more particularly
described in the attached Exlsibit A_ This property consists of apro=bl
y 10 acres of
which approximately 8 acres are now, and for the past 30 years hav, leased to the
City for recreational purposes.
B. City has improved the leased portion of the VHWC Property with a baseball
field and park equipment (she Maverick Baseball Field) as well as stables and equip'rnent
(tire Ridge Rider Equestrian Center). Under the terms of the lease agreeritei t, the
improvements are the property of the City. The current lease'expires on March 1, 2001.
C. Coincident with this transaction, the City intends to pl rchase or otherwise
obtain title to certain zeal property which adjoins the VHWC Property, consistirIg of
approximately 1.44-acres and presently owned by Virgil Butler (the Butler Property).
The Butler Property is located at and more particularly described
in Exhibit B. . r
D. The City and VHWC agree to recorifigure the VHWC acid .Butler
Properties into 3 parcels. City will become the exclusive owner of Parcel 1, consisting of
portions of the Budd r and VHWC Properties and including the 'baseball 'field I, and
equestrian center (Parcel 1). VHWC will retain its ownership of newly designated parcel
2, consisting of approximately 0.3 acres of VHWC Property presently improved by the
C
VHWC shop building (Parcel 2). VHWwill also retain ownership of a portion of the
VHWC Property and acquire exclusive ownership of a portion of the Butler Property
which will be _combined to form parcel 3 (Parcel 3). Parcel 3 begins: on the northeast
corner of the VHWC, is approximately 150 wide and runs 600 feet along the Walnut
Creep Wash. A tract map showing Parcels 1, 2 and 3 is attached as Exhibit C and
incorporated by this reference. The City and VHWC also agree to various easements,
licenses, water -rights and other property rights accessary as a . result of the
reconfigurations and .transfers to enable both to gain full Use of the parcels. Finally, in
consideration for these transfers, the City agrees to pay to VHWC a specific amount in
the form of cash and a promissory note secured by Parcel 1 as well as grant VHWC the
right to participate if Parcel 1 is subsequently sold for a profit. The specific terms and
conditions of this transaction are in this Agreement
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PHONE NO. : Feb. 02 2001 06:20AM P4
The parties agree as follows:
Section L Escrow.
(a) An escrow shall be opened to consumrmtc the proPeitY transaction provided
by this Agm=ent at South Hills Escrow, ; West Covina, California
91016 (Escrow Company) within five (5) days from. the City's wCeptauce of this
Agreement. The parties shall deliver signed instructions to escrow within .15 days of the
City's acceptance. The instructions shall not modify or amend this Agreement; provided,
however, that the parties shall execute any additional instructions requested by Escrow
Company m a mariner consistent with the Agreement. The parties shall deposit with the
Escrow Company all instruments, documents, and other items identified in the escrow
instructions or reasonably required by the Escrow Company.'to close,. the escrow on the
closing date. All amounts deposited by City with Escrow Company are to be held in
escrow in an interest -bearing account with interest credited to City. Unless the parties
otherwise mutually agree in writing to an extension, the ektow shall close (Close of
Escrow), necessary. property and property interest shall be. transferred, and the
consideration paid na later than March 31, 2001.
Secttion 2. Expenses of Escrow.
The expenses of the escrow described in this Section shall paid m the
following manner:
(a) The full cost of securing the title shall be paid by City. insurance policy described in Section 4(f)
(b) The full cost of securing the title insurance policy described in Section
5(c) shall be paid by VHWC.
(c) The costs of 'escrow,: imiuding the cost. of preparing, execati.ng,
acknowledging and recording any deeds, note, deed of fruit, easements, licenses or other
instruments required by this Agreement, escrow fees and transfer taxes; shall be divided
equally between Vnwc and City.
Section 3. Duties, Disclosures and .Gavestigations Prior to Close of Escrow
(a) VHWC shall deliver to City within 15 days after the. opening of escrow, a
Phase one 'environmental report on the VHWC Property portion of Parcel 1. The City
will do all necessary investigation and testing on Parcel I to determine its suitability.
(b) City shall deliver to VHWC within 15 days after opening of escrow, a
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PHONE NO. :
Feb. 02 2001 06:20AM P5
phase one environmental report on the Butler Property portion' 'of Parcel. 3. V7l%6Will
do all necessary investigation and testing on Parcel 1 to determine its suitability.
(e) Withia 15 days after execution of this Contract, CitX `•drill furnish to
VHWC a preliminary California Land Title Association report of tlxe title of the Butler
Property and each document shown as an exception or encumbrance in each report. 'i, This
shall be done at the expense of the City. Within l0 days after delivej y of 6e report and
related documents, VHWC shall notify City in writing of any objectiotf to any exception
and if the exception is not eliminated with 30 days of City's receipt of the objection, this
Agreement may be terminated at the option of 4'HwC. VHWC's failure to object °i ]1 this
manner to any exception shall be an approval by VHWC of that exception.
(d) Within 15 days after execution of this Contriet,:' VRWC shall furnish to
City a preliminary California Ladd Title Association repbd a 41e title to the V H-%,C
Property and each document shown, as an exception or encumbrance jn each report. ';This
shall be done at the expense. of the VHWC. Within. 10 days'delivery,of the report
and related dociunents, City shall notify VHWC in writing of any objection to,' any
exception and if the exception is not climinated with 30-days of VHWC's receipt of the
abjection, this Agreement shall be terminated at the option of the City. City's failure to
object in this manner to any exceptions shall be an approval by City of that exception.
(e) City shall locate and clearly mark all electrical, gas, telephone, wain and
sewer lines and remove the residence as well as any wails, fences,.planters and debris on
that portion of the Butler Property included in Parcel 3 and locate and clearly mark the
sewer lines that run from the Butler Property to the new. soaclt bar on .Parcel l to the
County SanitalSon District line that is located adjacent to the Walnut Creek Channel.
M Within 15 days after execution of this Contract, City shaL complete at its
own expense, deposit in escrow and deliver to VHWC a survey of Parcels 1, 2 and 3'and
Of the location of all'eas=eats and licenses required by this Agreement. This snx`
shall be prepared by a registered civil engineer or licensed land surveyor selectedby City
and approved by VHWC. VHWC s approval shall not' beunreasonably withheld.
VHWC shall have I days after receipt to notify City in writing of VHW C's disapproval
of any matter stated in that survey.'
Seetien 4. CWS Obligations to VRWC On Close of Escrow
Subject to the terms and conditions in this Agreement, City shall on close of
escrow -
(a).' Pay to VHWC $1,375,000.00 (Purchase Price) as follows:
(i) The sun, of $50,000.00 on execution of this Agreement. as a
deposit to be applied to the purchase price at the close of escrow. This amount shall be
payable by a city check drawn to the order of South EUM Escrow and :delivered to Escrow
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PHONE NO. : Feb. 02 2001 06:21AN P6
Company.
(ii) The additional svm of $87,500.00 to 'be applied to the Purchase
Price at the close of escrow. This sum shall be payable in cash -on or by certified or
cashier's check drawn to the order of South Hills Escrow and shall be deposited into
escrow at least 3 business days prior io close of escrow.
(iii) Deliver to VHWC a promissory. •note for;'ST 237,500.00, the
balance of the purchase price, in the form and with the terin'.s and. conditions of attached
Exhibit E which is incorporated by this reference (Note).. The Note s akl be payable to
the order of VHWC and shall be fully amortized and 'pays .1e '.bver twenty. years, with
monthly installments of principal and interest on the principal balance atstfie annual rate
of interest paid on one-year United States Treasury Notes at.close of e'scroai-plus one-half
of one percent, to be adjusted on the third anniversary bf the Note.aff' &;`
thereafter. very three. years
(b) Record a duly executed and acknowledged Deed of Trust (Deed of Trust)
in favor of VHWC in the fonu of attached Exhibit 1;, which is 1neorporatedl by this
reference, securing the Note
(e) Convey to VHWC by grant deed duly executed, . acknowledged and
recorded good and marketable title of that portion of Parcef 2 consisting, of the Butler
Property free and clear of all liens,. encumbrances, covenants, conditiroi s, . restrictions,
tenancies, easements, encroachments, and rights of any kind in thxiparties, except tl-le
following: (1) general and special real estate taxes and assessments for the current fiscal
tax year, (2) any conditions, licenses or easements provided by this veement and (3)
any other exceptions noted in the preliminary title report and approvedby VHWC.
(d) Deliver to VRWC possession of that portion of Parc02 consisting of she
Butler Property to VHwC immediately on close of escrow free and. clear of all uses and
occupawes except those approved in writing by VHWC.
(a) Execute, acknowledge and record an easement grantis g V WRC rights
of ingress and egress through an existing underground vault'stdt`Aiile for vehicular
traffic to and 'exclusive use of the current wen sites on iPa"e 1 to take and
approPr fate water for a period of 5 years and the right to use, place and remove
Pumps, motors, buildings, piping and fencing. The easement shall expire after 5
years and VHWC shag be obligated prior to expiration to remove the . pumps,
motors, buildiinsgs, . piping and fencing, however, the Main San Gabriel Basin
Watermaster shall retain the right to access one well for historical water monitoring
Purposes as he requires. The easement shall contain.the terms and tonEditions and
be substantially in the form of Exhibit E which is incorporated by, this reference.
(t) Execute, acknowledge and record easements granting VWHC the
tight of ingress and egress as well as the right to maintain old and iustaII : and
maintain' new' power lines, piping and other improvements :necessary to fully utilize
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PHONE NO. : Feb. 02 2001 0o:22AN P7
all existing water facilities. VRWC Away assign the easement for the installation '!and
maintenance of power lines to the utility providing the power. The easement shall
contain the terms and conditions and be substantially in the farm of FxIirbit E
which is incorporated by this reference.
(g) Deliver to VHWC . a standard form California Land Title Association
(CLTA) title insurance policy, in amount of $ insaring that title tothat
portion of Parcel consisting of the Butler Property is vested in City free and clear of all
title defects, liens, encumbrances, conditions, covenants,' restrictions, -:and other adv;'erse
interests of record or known to City, subject only to subject only to the exceptions noted
in paragraph 4(c).
(h) Obtain all necessary approvals and prepare and record all necessary maps,
easements and covenants required for the reconfiguration of the .'V14C Property4nd
Butler Property into parcels 1, 2 and 3 and the creation of the'easemcnts and licenses
provided by this Agreement.
Section5. VHWC's Obligations to City On Close HoEcrow.'
Subject to the terms and conditions in this Agreement,' VHWC shall on close of
escrow:
(a) Convey to City by grant deed duly executed, aclmowledged and recorded
good and marketable title of that portion of Parcel 1 consisting of the ,VHWC Property
free and clear -of -all liens, encumbrances, covenants; .conditions, restrictions' tenancies,
rights of occupation or possession, easements, encroachments; and rights'_ gaof any kind in
third parties, except the following: (1) reservation to'VHWC of the right to talre SWd
appropriate fi-om the current well sites water for a period of $.years together with a
easement through an existing underground vault suitable for 'Aicular traffick for
the use, placement and removal of pumps, motors,- buildings, pihitig and feacing;-(2)
general and special real estate taxes and assessments for the current fiscal tax year; (3)' the
encwnbrance, conditions, license and easements provided by this Agreement aid (4) laity
other exceptions, noted in the preliminary title report'and approved by VR)I C.'
(b) Deliver to City possession of that portion of -Parcel I consisting of the
VHWC Property to City free and clear of all uses and occupancies except those approved
in writing by City.
(c) Deliver to City a standard form California Label Title Association (CLTA)
title insurance policy, in amount of $1,375,000.00 insuring that title to that portion of
P=el 1 consisting of the VHWC Property is vested in City free and clear of all title
defects, liens, encumbrances, conditions, covenant, restrictions and other adverse interests
of record or known to VHWC, subject only to the exceptions noted in paragraph 5(a).
(d) Execute, acknowledge and deliver on close of , escrow to. City ,a
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PHONE NO. : Feb. 02 2001 06:32AM P1
nonexclusive license to use the restrooms referred to as the midge Rider restrooms on
Farces 3 which adjoins Parcel 1. The license shall contain: the terrhs alti'condit7ons aad
be substantially in the form of attached Exhibit D which is incorporated by this reference.
Section 6. Property Taxes and Assessments,
(a) City shall be responsible for and pay. all property taxes .arid assessments
attributable to Parcel 1, including any additional property taxes, Which may be assessed
after Close of Escrow, pertaining to the period prior to`Close oft.S'cioW* , regardless of
when notice is deliver, or who receives the notice. Escrow..Coxiipariy shall not prorate
these taxes or assessments or attribute to VHWC any of these`taxes or assessments.
(b) Escrow Company shall prorate as of Close of. Escrow. all property taxes
and assessments attributable to Parcels 2 and 3, including any additional property taxes,
which may be assessed after Close of Escrow, pertaining to the period. prior, to Close of
Escrow, regardless of when notice is delivered, or who receives the notice. City shall be
responsible for and pay all Stroh property taxes and assessments accruing prior to Close of
Escrow and VHWC shall be responsible for and pay all' property taxes and assessments
accruing on and after Close of Escrow_ To'the extent that the`**tty raids and
assessments cannot be accurately assigned to the portions of the Sutler Property and
VHWC Property that 'compose Parcels 2 and 3, the parties may agree to a proration or, if
the parties cannot agree, Escrow Company shall prorate the taxes acid assessments by
square footage.
Section 7. Discbdmer of Representations and Warranties.
(a) Except expressly stated in this Agreement, . City `and VHWC- each
acknowledge and repr=at to the other that each has relied on its own. investigation and
not on any representations or warranties of the other or the othets`agents, employees or
representatives in determining the condition and suitability of the 'property and property
interests acquired, sold or reconfigured. All property, property interests and parcel
reconfigmtions are accepted "As Ts" with no warranty as to condition or suitability. City
and 'VHWC have each employed Iegal counsel and such other experts as each deems
necessary and are relying on these experts and not each other.
Section 8_ Brokers, Commissions,
VHWC and City each vvwmt to the other that no .person or entity can properly
claim a right to a conatnission, finder's fee, or other compensation with respect to the
transacdon contemplated by this Agre=ent.
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PHONE NO. Feb. 02 2001,06:33AM P2
Section 9. Control of Property During Escrow.
City Mne tly has a lease granting it possession of the'VHWC Property portion of
Parcel 1. City may conduct soil tests, surveys, and studies as' City. inay require to
ascertain the suitability of the Parcel 1 for Cityts purposes. City'shafl repair acid repl11
ace
any damage to the Property caused by any such teals, surveys or studies. City Shall also
indemnify and hold VHWC harmless against any claims arising from City's tests, surveys
or studies, and against all costs, expenses, and liabilities incurred in or'in connection with
any such claim or proceeding brought on any such claim, including, but not limited to,
attorney fees and court costs.
Section 10. Destruction.
In the event of any damage or other loss to Parcel 1 prior to the Close of Escrow,
City shall not be entitled to terminate ties Agreement, but shall be obligated to close Elie
escrow and purchase Parcel 1 as provided in this Agreement;.144izout `abatement in the
' l
Purchase price or other consideration paid; provided that c shall assign to City', at
the Close of Escrow all monies to be paid by VIiwc,s ffi=er in corinectinii.ivith the
damage or loss, and all claims for monies payable froin' VHWC's insurer' in connection
with the damage or loss.
Section*11. Condemnation.
In the event.all or any part of Parcel 1 is, taken by eminent domain prior to the
Close of Escrow, City shall not be entitled to terruinate this Agreement, but shall be
obligated to close the escrow and purchase ;Parcel 1 as provided in'this -Agreement,
without abatement in the purchase price or other consideration paid; provided that
VRWC shall as to City at the Close o; acrow all monies to be paid-to'V14WC frorn
the eminent domain proceeding for that portion of Parcel 1 that Is' ' V1iWC Property,
excepf any trade fixtures or other personal property that VHWC retains'the right to
remove.
Section 12. Participation in Subsequent Sale.
In the event the City sells or otherwise transfers all or any part of Parcel 1 v6thin
10 years from close of escrow, City will pay to VHWC at the time of the resale or other
transfer, one-half of the excess value of the sales price paid' to the City over the price paid
by the City to VHWC., For the purposes of this provision only, the parties agree that the
Price paid by the City for Parcel 1 is $171,975 per acre. If all or any part of Parcel I is
e
transferred for consideration other than all cash, then the City at its own expense shall
have the property so transferred valued by an M.A.I. Appraiser. The .property; shall be
appraised assuming that the general plan and zoaing permit R-l. development. Th'e
appraised value shall constitute the "sales paid to the City" for the purposes of computing
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any excess value.
Srxtion 13. Assignment.
This Agreement shall not be assigned by either of City or VHWC without the
prior written approval of the other.
Section 14. Notices.
All notices to be given under this Agreement shall b&-m`v;riting and either:
(a) Sent by certified mail, return receipt requested, in which case notice shall be
deemed delivered three (3) business days after deposit, -postage prepaid in the United
States Mail,
(b) Sent by a nationally recognized overnight courier, in which case notice shall
be deemed delivered one (1) business day after deposit with this courier, or
(c) By facsimile transmission or similar mearts, if a copy of the notice is also sent
by United States Certified Mail, in which case notice shall be .deemed. delivered on
transmittal by telecopier or other similar means provided brat a'transmission report is
generated by reflecting the accurate t-&nsmission of the notices, as follows:
City Manager
City of West Covina
P.O. Box 1440
West Covina, California 91793
City Attorney
City of West Covina
P.O. Box 1440
West Covina, California 91793
P. David M ehalko
General Manager
Valencia Hcigbts Water Company
3009 East Virginia Avenue
West Covina, California 91791-2252
626-332-8935
626-332-9441(fax)
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Jules Sandford
Patten, Faith & Sandford
635 West Foothill Boulevazd
Monrovia, Califwaia 91016
626-359-9335
626-303-2391 (fax)
Feb. 02 2001 06:34AN P4
These addresses may be changed by written notice-: to tile` ottirez party, provided
that no notice of a change of address shall be effective until acfu;id recei�t by .the parties
of the notice. Copies of notices are for informational purposes .oty, aiid; fai9ure to give
or receive copies of any notice shall not be deemed a failure to, give noti'r
Section 1S. Attorney Fees.
If either party commences an action against the otlr to enforce this Agreemennt;
or because 'of the breach by either party of this Agreement, the prevailing party in this
action shall be entitled to recover attorney fees and costs incurred in'. connection with the
prosecution or defense of this action, including any appeal of the actioin in addition to, an
l
other relief prevailing party within the- mewiin of this Section shall include, without
limitation, a party who successfully brings an action against ib other pasty for sums
allegedly due or performance of covenants ahegedly breached, or that party who obtains
substantially the relief sought in the action_
Section 164 Mediation and Arbitration of Disputes
(a) . If a dispute arises out of or relates to this Agreement; or the breach thereof,
and if the dispute cannot be settled. through negotiation, the . parties agree first to try in
god faith to settle -tlic dispute by mediation administered by the ',American Arbitration
Association, Los Angeles office, under its -Commercial Mi ediationAules before resorting
to arbitration, litigation or some other dispute resolution procedure_
(b) If the parties are unable to settle their dispute through mediation, then such
dispute steal be settled by arbitration administered by administered by the American
Arbitration ,Association, Los Angeles office, under its Commercial Arbitmtion Rules, and
judgment on the award rendered by the arbitrator may be entered in any court having,
jurisdiction thereof.
(c) Notwithstanding Subparagraphs (a) -and (b). VHW C may, without
subindtting th,e matter to mediation or arbitration, pursue any remedy available -to it under
the Deed of Tnist referred to in paragraph 4(b).
9
PHONE NO. : Feb. 02 2001 06:34AH P5
Section 17. Entire Agreement -
This instrument contains the entire agreement of the parties; any previous
und=staodings of the partics rcgarding the subject matter of this A. gre tszettt are expressly
declared void and are superseded by this Agreement
Section 18. Expiratiou or Acceptance.
Until City accepts and agrees to the terms of this Agreement, tins instruunent shall
constitute an offer by VHWC to City to sell and exchange the VHWC and Butler
Properties on the terms and conditions in the Agreement (Offer). Unaess City accepts the
Offer, by executing a copy of this Agreement and delivering it to VHWC on or before
February 7, 2061 at 5:00 p.m , the Offer shall be deemed revoked.
Section 19. Time of Essence.
Time is of the essence for each condition, term, and provision in tbis.Agreement.
Section 20. Counterparts.
This Agreement may be executed in one or more counterparts. Each shall be
deemed an original and all taken together shall constitute one and the same instrument.
The execution of this Agreement is deemed to have occurred, and this Agreement shall be
enforceable and effectivc only on the complete execution of this Agreement by the
parties.
Section 21. Severability.
If any term or provisions of this Agreement shall, to any extent, be held invalid or
unenforceable, the =Akder of this Agreement shall not be affected.
Section 22. Waivers.
A waiver or breach of a covenant or provision in this Agreement shall not be
deemed a waiver of any other covenant or provision in this Agreement, and no waiver
shall be valid unless in writing and executed by the waiving party_ An extension of time
for performance of any obligation or act shall not be deemed an extension of the time for
perfoumince of any other obligation or act.
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PHONE NO. : Feb. 02 2001 06:35Am P6
Section 23. Constrnetion.
Headings at the beginning of each section are solely for the convenience of the
parties and are not a part of and shall not be used to interpret this Agreement_ The
singular form shall include plural and vice versa. This Agreement shall not be construed
as if it had been prepared by one of the parties, but rather as if both parties have prepared
it. Unless otherwise indicated, all references to sections are to this Agreement All
exhibits referred to in, this Agreement are attached to it and incorporated 'to it by this
reference.
Section 24. Governing Law.
This Agreement shalt be governed and construed in accordance with California
law.
The parties have executed this Agreement as of the dale first written above.
VALENCIA HEIGHTS WA'TER.COWANY
A California Co*ration
By:
CITY OF WEST COVINA
An Unincorporated Municipality
By:
11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
THE CITY OF WEST COVINA
Attention: City Clerk
1444 West Garvey Avenue
West Covina, CA 91793
SPACE ABOVE THIS LINE FOR RECORDER'S USE. Exempt
from Recording fees, Government Code § 6103.
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
This is to certify that the interest in real property conveyed by the grant deed dated ,
2001, from Valencia Heights Water Company to the City of West Covina ("City"), a public body
corporate and politic, is hereby accepted by order of the West Covina City Council on February 6,
2001, by the undersigned agent on behalf of the City, pursuant to authority conferred by Resolution
No. of the City Council passed on February 6, 2001, and the grantee consents to recordation
thereof by its duly authorized agent.
APPROVED AS TO FORM
Arnold M. Alvarez-Glasman
Agency General Counsel
State of California
County of Los Angeles
CITY OF WEST COVINA
Daniel Hobbs, City Manager
On , before me, , personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument the persons(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said County and State