02-06-2001 - Agreement to Purchase Valencia Heights Water Company Property (2)City of. West Covina
Memorandum
TO: Daniel G. Hobbs, City Manager AGENDA
ITEM NO. C-8f
and City Council DATE_February 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 $100,000.
Whatever funds are remaining from the proposed appropriation will be returned to their funding
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. Appropriate $50,000 from unappropriated Park Dedication Fees in District "E" to Project
No. PP-99220 (174-320-3962-7700).
2. Appropriate $187,500 from General Fund Reserves to Project PP-99220 (110-320-3962-
7700).
3. Adopt the following resolution:
RESOLUTION NO �,Z // - 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)
\\JUPITER\BLDE'S FILESWGENDA - 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:
A7"- <.1
Artie Fields
Acting Finance Director
Attachments: City Attorney's Report
Resolution
Purchase, Exchange and Sale Agreement
\UUPITER\BLDE'S FILES\AGENDA - 2001\VHWC contract.doc
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
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 of approximately 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
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Feb. 02 2001 06:19AN P3
Q .
PURCHASE, EXCHANGE AND SALE AGREET . YIENT
This Pumhase, Exchange and Sale Agreement (Agreement) is entered. into as of
February 6, 2001 between the Valencia Heights Water 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 'W Wnut Creels Wash, West Covina, California, more particularly
described in the attached Exhibit A_ Tres property consists of a�roxiniately 10 acres of
which approximately 8 acres are now, and for the past 30 years &ve'been, 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 (the Maverick Baseball Field) as well as stables and equipment
(tile Ridge Rider Equestrian Center)_ Under the terms of the lease agreerneiit, 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 pirmhase or otherwise
obtain title to certain real property which adjoins the VHWC Property, consisting 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. . I .
D. The City and vgwW agree to recorifigure the VHWC and , Butler
Properties into 3 parcels_ City will become the exclusive owner of Parcel 1, consisting of
Portions of the Butler and VHWC Properties and including the 'baseball field and
equestrian center (Parcel 1). VHWC will retain its ownership of newly designated parcel
2, consisting of approximately 0.3 acres of VHWC Propertyypresently improved by the
VHWC shop building (Parcel 2). VHWC will 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, ou the northeast
corner of the VHWC, is approximately 150 wide and runs 600 feet along the Walnut
Creek 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 necessary 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 l is subsequently sold for a profit. The specific terms and
conditions of this transaction are in this Agreement
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The parties agree as follows:
Section 1. Escrow.
Feb. 02 2001 06:20AN P4
(a) An escrow shall be opened to consummate the, propertty transaction provided
b this Agreement greement at South Hills Escrow; West Covina, California
91016 (Escrow. Company) within five (5) days from. the City's acceptance 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 Agr'nent; provided,
however, that_ the parties shall execute any additional instructions requested by Escrow
Company m a manner 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 escr"ovv 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 escrow shall close (Close of
Escrow), necessary property and property interest shall be. transferred, and the
consideration paid no later than March 31, 2001.
Section 2. Expenses of Escrow.
The expense, of the escrow described in this Section shall .fie paid in the
following manner:
(a) The full cost of securing the title msura ce policy described in Section 4(f)
shall be paid by City.
(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,- including the cost- of preparing, executing,
acl mowledging and recording any deeds, note, deed of trust, easements, licenses or other
instruments required by this Agreement, escrow fees and transfer taxes; shall be .divided
equally between VHWC and City.
Section 3. Duties, Disclosures and bavestigations Prior to Close of Escrow
(a) VHWC shall deliver to City within 15 days after the. opening of escrow, a
phase one enviromnental report on the VHWC Property portion of Pamel 1. The City
will do all necessary investigation and testing on parcel 1 to determine its suitability.
(b) City shall deliver to VHWC within IS days after opening of escrow, a
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PHONE NO. : Feb. 02 2001 06:20AN P5
phase one environmental report on the Butler Property portion -of Parcel 3. VRWC will
do all necessary investigation and testing on Parcel I to determine its suitability.
(e) Within 15 days after execution of this Coxmact, CitY `-shall furnish to
VHWC a prelinzh=y California Land Title Association report of the title of the Butler
Property and each document shown as an exception or encumbrance in each report. This
shall be done at the expense of the City. Within 10 days after delivery of the report and
related documents, VHWC shall notify City in writing of any objeatioti 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 VHWC. VI3WC's failure to objecton this
spanner to any exception shall be an approval by VHWC of that excepoon. .
(d) Within 15 days after execution of this C Dtract, VRWC shall furnish to
City a preliminary California nand Title Association report ' of -ffie title to the VHWC
Property and each document shown as an exception or encumbrance.:in each report. This
shall be done at the expense. of the VHWC. Within 10 days. after delivery of the report
and related documents, City shall notify VHWC in writing of any objection to any
exception and if the exception is not climinated with 30•days of VJiWC's receipt of the
objection, this Agreement shall be terminated at the option of the City. City's failure to
object in this manner to any exception shall be an approval by City of that exception.
(e) City shall locate and clearly mark all electrical, gas, telephone, water and
sewer lines and remove the residence as well as any walls, fences,..planteis and debris on
that pordon 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. snack bar on .Parcel 1 to. the
County SatutatZon Distract line that is located adjacent to the Walnut Creek Channel.
(f) Within 15 days after execution of this Contract, City small complete at its
own expense, deposit in escrow and deliver to V14'WC a survey of Parcels 1, 2 and 3 and
of the location of all'eascmeuts and licenses required by this Agreement. This survey
shall be prepared by a registered civil engineer or licensed land surveyor selected by City
and approved by VHWC. VHWC's approval shall not be unreasonably withheld
VIIWC shall have 15 days after receipt to notify City in writing of VHWC's disapproval
of any matter stated in that survey.,
Section 4. City's Obligations to VHWC On Close of Escrow.
Subject to the terms -and conditions in this Agreement, City shall on close of
escrov�r:
W ' 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 FEW Escrow and delivered to Escrow
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Company.
PHONE NO. : Feb. 02 2001 06:21AM P6
(U) The additional sum of $87,500-00 to -be applied tb the Purchase
Price at the close of escrow. This sum shall be payable in cash, on br 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 to close of escrow.
(iii) Deliver to VHWC a promissory. note . for"ST',- 37,500.00, the
balance of the purchase price, in the form and with the terms and. conditions of attached
Exhibit E- which is incorporated by this reference (Note).:. The Note shall- be payable to
the order of VHWC and shall be fully amortized' andpayable ,.aver tweaiy'ycars, with
monthly installments of principal and interest on the principal balance at�ttie annual rate
of interest paid on one-year United States Treasury Notes at close of e, 600' -plus onchalf
of one percent, to be adjusted on the third anniversary bf the Notr_atid every three years
thereafter.
(b) Record a duly executed and acknowledged Deed of Trust (Deed of Trust}
in favor of VHWC in the forru of attached Exhibit l;, which 'is incorporated'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 ParceI.2 consisting of the Butler
Property free and clear of all liens, encumbrances, covenants, condidoiis, . restrictions,
tenancies, easements, encroachments, and rights of any , kizd in tttirciparties, except the
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 Agreement and (3)
any other exceptions rioted in the preliminary title report and approved by 'VX^f' VC.
(d) Deliver to VHWC possession of that-portion.of Price) 2 consisting of the
Butler Property to VHWC immediately -on close of escrow free and'clear of all uses and
Occupancies except those approved in writing by VHWC.
(c) Execute, acknowledge and record an easement granting V WHC rights
of ingress and egress through an existing underground vault 'snitafile £or vehicular
traffic 'to and 'exclusive use of the current wen sites on Pacceh 1 to take and
appropriate water for a period of 5 years and the riglit to use, place And remove
pumps, motors, buildings, piping and fencing. The easement shall expire after S
years and VHWC shag be obligated prior to expiration to remove thepumps,
motors, buildiings, . piping and feucing, however, the Main San Gabriel Basin
Watermaster shhalh retain the right to access one well for historical water monitoring
purposes as he requires. The easement shall contain the terms and ,conditions and
be substantially in the form of Exhibit E which is incorporated bythis reference-
(f) Execute, acknowledge and record easements granting VWHC the
right of ingress and egress as well as the right to maintain old and install.: and....
maintain new power lines, piping and other improvements ueeessary. to fully utilize
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PHONE NO. : Feb. 02 2001 06:22AM P7
all existing water facilities. V$WC may 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: farmof E�Khibit 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 $ insuring that title to that
portion of Parcel 2 consisting of the Butler Property is vested in City free and clear of all
title defects, liens, encumbrances, conditions, covenants,; restrictions ;-and other adverse
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 .IvfT k Property and
Butler Property' into Parcels'], 2 and 3 and the creation of the easements and licenses
provided by this Agreement. "
Section 5. VHWC,s Obligations to City On dose Hof )'sc rvw;
Subject to the terms and conditions in this Agreement,' VHWC shall ozi close of
escrow:
(a) Convey to City by grant deed duly executed, acknowledged and recorded
good and marketable title of that portion of Parcel I consisting of the 'VHWC Property
free and clear -of -all liens, encumbrances, covenants,. conditionsi, restrictions,' tenancies.
rights of occupation or possession, easements, encroachments; and right's, �af any kind in
third parties, except the following:.(1) reservation to'VSWC of. the right to take aAd
appropriate firom the current well sites water for a period of $.years together with a
easement through an existing underground vault suitable for wel`iicYilar traffic for
the use, placement and removal of pumps, motors,- buildings, piping and fencing;- (2)
general and special real estate taxes and assessments for the current fiscal tax year, (3) the
eucwnbrance, conditions, license and easements provided by this Agreement and (4) any
other exceptions, noted in the preliminary title report'and approved'by VRWC.
(b) Deliver to City possession of that portion of'Parcel 1' consisting of the
VHWC Property to City free and clear of all uses and occupancies except those approved
in writing by City.
(e) Deliver to City a standard form California T aiid Title Association (CLTA)
title insurance policy, in amount of $1,375,000.00 insuring that title to that portion of
Parcel 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
nanexclusive license to use the restrooms referred to as the Ridge Rider restrooms on
Parcel 3 which adjoins Parcel 1. The license shall con tain'the'teims Rritl'cbntlitions 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 of `Escrow, regardless of
when notice is delivered, or who receives the notice. Escrow..Coriipariy shall not prorate
these taxes or assessments or attribute to VHWC any of the- taxes or assessments.
(b) Escrow Company shalt 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 such property taxes and assessments accruing prior to Close of
Escrow and VHWC shall be responsible for and pay all property takes az' assessments
accruing on and after Close of Escrow. To the extent that the''properry takes and
assessments catmot be accurately assigned to the portions 'qf the 11utler Property and
VHDVC 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 and assessments by
square footage.
Section 7. Disclaimer of Representations and Warranties.
(a) Except expressly stated in this Agreement, . City `and V14WC' each
acknowledge and represent to the other that each has relied on its own, invesiigation and
not on any representations or warranties of the other or the otheis*-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
reconfigurations 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 warrant to the other that no .person or entity can properly
claim a right to a co m. ission, finder's fee, or other compensation with respect to the
transaction contemplated by this Agreement.
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Section 9. Control of Property During ,Escrow.
City currently has a lease granting it possession of the VHWC Property portion of
Parcel 1 _ City may conduct soil tests, surveys, and studies as -City _may require to
ascertain the suitability of the Parcel 1 for City°s purposes.. City 'shaft repair and replace
any damage to the Property caused by any such tests, surveys or studies. City shall also
indemnify and hold VHWC harmless against any claims ansing from Gity's tests, surveys
or studies, and against all costs, expenses, and liabilities incurred in ot'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 dais Agreement, but shall be obligated to olose file
escrow and purchase Parcel 1 as provided in this Agreement;. vvltlzout'al;atement in the
Purchase price or other consideration paid; provided that 'V11*C shall`�ssign to City at
the Close of Escrow alI monies to be paid by VHwC's insurer in c0nnecti6n with the
damage or loss, and all claims for monies payable from 'VHWC's insurer in connection
with the damage or loss.
Section-110 Condemnation.
In the event ,all or any part of parcel 1 is. taken t eminent domain prior to the
Close of Escrow, City shall not be entitled to terminate this Agreernent, but shall be
obligated to close the escrow and purchase ,Parcel 1 as provided in"ems •Agreement,
Without abatement in the purchase price or other consideration paid; provided that
VHWC shall assign to City at the Close of Escrow all monies to be paid`to'V14WC from
the eminent domain proceeding for that portion of Parcel i that ls' yl3WC Property,
excepting any trade fixtures or other personal property that VAWC 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 within
10 years from close of escrow, City will pay to VFIWC 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 parities agree that the
price paid by the City for Parcel 1 is $171,975 per acre. If all or any pact of parcel I is
trawferred for consideration other &an all cash, then the City at its own expense shall
have the property so transferred valued by an M.A.I. Appraiser. The .property ; slialI be
appraised assuming that the general plan and zouing permit R-1. development. The
appraised value shall constitute the "sates paid to the City" for the purposes of computing
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any excess Value_
Feb. 02 2001 06:33AN P3
Section 13. Assipment.
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 b6-mi writing and either.
(a) Sent by certified mail, retum receipt requested, in :which rase 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 means, if a copy of the notice is also sent
by United States Certified Mail, in which case notice shall be .deemed delivered on
tra zmittal by telecapier or other similar rneans provided that a transmission report is
generated by reflecting the accurate transmission 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 Heights Water Compaay
3009 East Virgin Avenue
West Covina, California 91791-2252
626-332-8935
626-332-9441(fax)
PHONE NO. :
Jules Sandford
Patten, Faith & Sandford
635 West Foothill Boulevard
Monrovia, Califwnia 91016
626-359-9335
626-303-239I (fax)
Feb. 02 2001 06:34AN P4
These addresses may be changed by written notice-, to 'the`othDzU_ arty, provided
that no notice of a change of address shall be effective untii aiYtual recei�t, by,the parties
of the notice. Copies of notices are for informational purposes .only, and,A'-faiiure to give
or receive copies of any notice shall not be deemed a failr�re to. give notice:
Section 15. A,ttorne^y Fees.
If either party commences an action against the other• io enforce this Agreement
or because of the breach by either party of this Agreement, the prevailing party in this
action shall be entitled to recover attorney fxs and costs incurred in'.connection with the
prosecution or defense of this action, including any appeal of tffie iddition to all
other relief Prevailing party within the meanin - of this Section shalt include, without
limitation, a party who successfWly brings an action against the other party for sums
allegedly due or performance of covenants allegedly breached, or that party who obtains
substantially the relief sought in the action
Section 16. Mediation and Arbitration of Disputes
(a) . If a dispute arises out of or relates to this Agreement; or the breach thesereof,
and if the dispute carmot 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, wider its -Commercial Mediationlules 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 shal be settled by arbitration administered by administered by the American
Arbitration Association, Los Angeles office, under its Commercial Arbitration 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
submitting the'matter to mediation or arbitration, pursue any remedy available:to .it under
the Deed of Trdst referred to in paragraph 4(b).
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Section 17. Entire Abugreement.
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This instrument contains the entire agreement of the parties; any previous
undemstandings of the panics rcgarding the subject matter of this Agreetnettt are expressly
declared void and are superseded by this Agreement.
Section 18. Expiration or Acceptance.
Until City accepts and agrees to the terms of this Agreement, this instrumerrL 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). Unless 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 revok6d:
Section 19. Time of Essence.
Time is of the essence for each condition, term, and provision in tbus. 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 effective only on the complete execution of this Agreement by the
parties.
Section 21. SeverabRity.
If any terms or provisions of this Agreement shall, to any extent, be held invalid or
unenforceable, the remainder 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
perfourmnee of any other obligation or act.
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Section 23. Construction.
Feb. 02 2001 06:35AM P6
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 interpref this'. Agreement. The
singular foray 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.
Sectiton 24. Governing Law.
This Agreement shall be governed and construed in accordance with California
law.
The parties have executed this Agreement as of the date first written above.
VALENCIA HEIGHTS WATER cdNvANY
A Califomia Corporation
By:
CITY OF WEST COVINA
An Unincorporated Municipality
By:
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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.
CITY OF WEST COVINA
APPROVED AS TO FORM Daniel Hobbs, City Manager
Arnold M. Alvarez-Glasman
Agency General Counsel
State of California
County of Los Angeles
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