08-18-2020 - AGENDA ITEM 07 CONSIDERATION OF A PURCHASE AGREEMENT WITH EMANATE HEALTH FOR THE SALE OF SUNSET FIELD12/1/2020
Print Staff Report
AGENDA ITEM NO. 7
DATE: August 18, 2020
TO: Mayor and City Council
FROM: David Carmany
City Manager
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
SUBJECT: CONSIDERATION OF A PURCHASE AGREEMENT WITH EMANATE HEALTH FOR
THE SALE OF SUNSET FIELD
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to negotiate and execute the Purchase
Agreement for the sale of the Sunset Field to Emanate Health for expansion of the Queen of the Valley
Hospital.
BACKGROUND:
On August 16, 2016, the City Council approved the Option Agreement with Emanate Health (formerly Citrus
Valley Health Partners) giving Emanate Health the option to purchase Sunset Field (2.8 acres) for $3,900,000.
The Option Agreement, executed on September 13, 2016, provided Emanate the right to purchase the City
park property. As part of the approval of the Option Agreement, Emanate provided the City a loan/advance of
$500,000 for the purchase of additional parkland. The City was required to place the ballot measure on the
November 2016 ballot and initiate and conduct the California Environmental Quality Act (CEQA) review.
On April 19, 2016 the City Council adopted Resolution No. 2016-34 declaring that public interest or
convenience requires the discontinuance of Sunset Field as a public park and the City Council's intent to call a
special election to submit the question of discontinuance to the voters. The City Council held a public hearing
on June 7, 2016 and on June 21, 2016, the City Council adopted Ordinance 2297 to call the election. Ballot
Measure H was placed on the November 8, 2016 election, and required that sale proceeds from the sale of
Sunset Field to Queen of the Valley Hospital be placed into the City's New Park Acquisition Fund and only be
used to acquire and develop new parkland in the City of West Covina (Attachment No. 1). The funds cannot be
used to fund operations or an existing park. Measure H was approved by 68.56% of West Covina voters at the
November 8, 2016 election.
In November 2016, the City used the advance of $500,000 to purchase a single-family home located at 707 S.
Lark Ellen Avenue for $890,000. The property of 0.81 acres is adjacent Cameron Park. The home has been
used as a daycare facility and the City has executed a lease agreement with Busy Bee Daycare for $2,300 a
month, which continues to operate the daycare facility. In addition, the City executed a lease agreement dated
August 1, 2017, with Emanate Health for use of Sunset Field for parking. Emanate demolished the baseball
fields and turned the lot into a temporary parking lot.
https://destinyhosted.com/print_ag_memo.Gfm?seq=911&rev_num=0&mode=External&reloaded=true&id=93782 1/3
EXHIBIT C
LEGAL DESCRIPTION OF THE ACCESS EASEMENTS
(Easement recorded via document 98-431399 on March 17, 1998 in the Los Angeles County
Recorder's office)
AN EASEMENT FOR ACCESS PURPOSES OVER THE FOLLOWING DESCRIBED REAL
PROPERTY IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA:
THOSE PORTIONS OF LOT 129 OF E.D. BALDWIN'S FOURTH SUBDIVISION PER MAP
BOOK 8 PAGE 186 OF MAPS AND PARCEL 1 OF PARCEL MAP NO. 1327 AND PARCELS
2, 3, AND 4 OF PARCEL MAP NO. 17372 IN THE CITY OF WEST COVINA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA PER BOOK 21 PAGE 12 AND BOOK 184 PAGES
39 AND 40, RESPECTIVELY, OF PARCEL MAPS ON FILE IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY; DESCRIBED AS FOLLOWS:
PARCEL L
A STRIP OF LAND 30.00 FEET WIDE, THE CENTERLINE BEING DESCRIBED AS
FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 1;
THENCE NORTH 41°-25'-00" EAST, ALONG THE SOUTHEASTERLY LINE OF SAID
PARCEL 1, AND ITS NORTHEASTERLY PROLONGATION, 1,294.23 FEET TO THE MOST
NORTHERLY CORNER OF SAID PARCEL 3.
PARCEL2
A STRIP OF LAND 100.00 FEET WIDE, THE NORTHERLY LINE BEING DESCRIBED AS
FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID PARCEL 3;
THENCE NORTH 48°-34'-54" W. ALONG THE NORTHWESTERLY PROLONGATION OF
THE NORTHEASTERLY LINE OF SAID PARCEL 3, A DISTANCE OF 200.00 FEET.
EXHIBIT D
FULL TEXT OF MEASURE
CITY OF WEST COVINA
The People of the City of West Covina do ordain as follows:
The City of West Covina shall cease using and abandon Sunset Field, APN 8468-016-910, West
Covina, California, as a public park and sports field, to allow the land to be sold to Queen of the
Valley Hospital to expand the hospital's emergency room and provide additional critical medical
services. All of the sales proceeds from sale of Sunset Field shall be placed into the City's New
Park Acquisition Fund. These funds may be used only to acquire and develop new parkland in
the City of West Covina.
ATTACHMENT NO. 2
HOOPER, LUNDY bl BOOKMAN, P.C.
HEALTH CARE LAWYERS & ADVISORS
WRITER'S DIRECT DIAL NUMBER:
1875 Century Park East
OFFICES ALSO LOCATED IN
(310)551-8137
Suite 1600
SAN DIEGO
WRITER'S E-MAIL ADDRESS:
Los Angeles, CA
SAN FRANCISCO
S—M@HEALTH-LAW.COM
TELEPHONE (310) 51811 t
TELEPHONE 5
FACSIMILE (310) 55I-8181
WASHINGTON, D.C.
FILE NO. 14252.977
WEB SITE: WWW.HEALTH-LAW.COM
BOSTON
July 21, 2020
VIA EMAIL AND CERTIFIED MAIL (RETURN RECEIPT REQUESTED)
CITY OF WEST COVINA
1444 W. Garvey Avenue South
West Covina, California 91790
Attention: Paulina Morales, Economic Development and Housing Manager
David Carmany, City Manager (successor to Chris Freeland)
Re: Notice of Election to Exercise Option
Dear Ms. Morales and Mr. Carmany:
Reference is made to the Option Agreement by and between the City of West Covina (the
"City") and Emanate Health (fka Citrus Valley Health Partners, Inc.)("Emanate Health") dated
September 13, 2016 (as amended, the "Option Agreement") and respecting the Property
described therein. Capitalized terms used herein and not otherwise defined have the meanings
set forth in the Option Agreement.
On behalf of Emanate Health, this letter serves as notice that, pursuant to Section 4.1 of the
Option Agreement, Emanate Health, through its subsidiary Emanate Health Medical Center, is
electing to exercise the Option. Pursuant to Section 4.1, the Parties shall execute the Purchase
Agreement within thirty (30) days hereof (or as soon as reasonably possible thereafter). To that
end, enclosed is a copy of the Purchase Agreement executed by Emanate Health Medical Center
This form should mirror the last form reviewed by the City attorney, except that (i) in Section
20.1, because of counter -signature timing uncertainty, we added, "within 30 days after Seller's
receipt of the Agreement signed by Buyer", (ii) at the request of the City, we removed the
reference to liquidated damages in Paragraph 29, and (iii) we added a Paragraph 31 to the
Addendum to require the City to quitclaim, at Closing, any easement and similar interests it
might have over the adjacent hospital property (those were effectively intended to benefit the
subject property, and so no longer necessary). Please have the City execute and return the
enclosed Purchase Agreement as soon as possible, so that we may meet our goal of closing in
August.
Very truly yours,
Sandi Krul
5992624.2
HOOPER, LUNDY & BOOKMAN, P.C.
HEALTH CARE LAWYERS & ADVISORS
July 21, 2020
Page 2
Enclosure
Tom Blakely, Corporate Director Planning, Design and Construction (via email)
Janet Lee, Corp. Director and In-house Legal Counsel (via email)
Charles "Chip" G. Riddle III, Chief Support Service Officer (via email)
5992624.2
5992624.2
AI RCR=
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE
(vacant Land)
Dated:
1. Buyer.
1.1 Emanate Health Medical Center, a California nonprofit public benefit corporation
(formerly known as Citrus Valley Medical Center, Inc.) ,("Buyer") hereby offers to purchase the real property,
hereinafter described, from the owner thereof)'Sellar") Icollectwely, the "Parties" or individually, a"Party"), through an escrow ("Escrow") to close aa-er on a
date designated by Buyer (which Buyer will endeavor to designate as a date to occur in
August 2020. but reserves the right to designate a later date. but in no event later than
1R0 days following the Date, of Aa rhn ) ('Expected Closing
Date")to be held by Chicago Title ComnanV ("Escrow Holder") whose address is 725 South Figueroa Street, Suite
200, Los Angeles, CA 90017 ,Phone No. 213-488-4300 ,Facsimile No. (213) 488-4384 uponthetermsand
conditions set forth in this agreement("Agreement"). Buyer shall have the rightto assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of
Buyer's obligations herein unless Seller expressly releases Buyer.
1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or
subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon
terms accepted by both Parties.
1.3 This Agreement is entered into pursuant to the terms of that certain Option Agreement dated
September 13, 2016 by and between Buyer and Seller (the "Option Agreement"). Capitalized terms
not otherwise defined in this Agreement shall have the meaning given in the Option Agreement.
2. property.
2.1 The real property ("Property") that is the subject of this offer consists of (insert a brief physical description) approximately 2.8 acres
of land previously known as Sunset ld is located in the County of Los Angeles , is commonly known as (street
address, city, state, zip) 1615 West Merced Avenue and is legally described as: Parcel 3 of Parcel Mao 12870, Map
Book 122 Pages 68 and 69 of Parcel Maps, City of West Covina, County, of Los Angeles (APN:
8468-016-910 .)
2.2 If the legal description of the Property is not complete or is Inaccurate, this Agreement shall not be invalid and the legal description shall be completed or
corrected to meetthe requirements of Chicago Title Company ("Title Company"), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional costto Buyer, the permanent improvements thereon, includingthme items which pursuant to applicable law area
part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: N/A (collectively, the "Improvements").
2.4 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and N/A all of
which shall be removed by Seller prior to Closing.
3. Purchase Price.
3.1 The purchase price("Purchase Price") to be paid by Buyer to Seller for the Property shall be M Three Million Nine Hundred
Thousand and No/100 Dollars (53. 900, 0001 ,or�
ice} N/A Pia, ❑ let- ❑ acre-LI sQuare-feet eibec N/A -
by
N/A . The
Purchase Price shall be payable as follows:
(Strike any not applicable)
(a) Cash down payment, includingthe Deposit as defined in paragraph 4.3 (or if an all ash transaction, the Purchase Price):
53. 900. 000
N/A
P—I—ii ad
N/A
Sard.CrscNoto.c{aayablax �-pacannum-
1•
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N/A
�par-
N/A
3.2
N/A
4. Deposits.
4.1 ❑
❑ ,.
a yo Pursuant to Section 1.1(ii) of the Option Agreement, the $500,00o principal amount of the Loan
to Seller plus the $i,000 Additional Consideration paid by Buyer pursuant to Section 3.1 of the
Option Agreement are to be credited against the Purchase Price, and pursuant to Section 4.1 of the
Option Agreement, no additional deposit is required upon execution of the Purchase Agreement. The
term "Deposit" as used in this Agreement shall be deemed to mean $117,000 of the $50o,000 Loan
amount (i.e. 3% ofthe Purchase Price).
4.2 maitlanaLdapocuc:
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4.3
4.4
4.5 Upon waiver of all of Buyer's contingencies the Deposit shall become non-refundable but applicable to the Purchase Price except in the event ofa Seller
breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n) (Destruction, Damage or Loss) or 9.1a) (Material Change) or In
the event that the Title Company will not issue the title policy required pursuant to Section 10.4
below.
S. Financing Contingency. (Strike lIfnorapplicable)
5.1
btaln4d.caidN4w.lwncr-bar'
6. Seller Financing. (Purchase Money Note). (Strike ifnot applicable)
6.1
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7. Real Estate Brokers.
7.1 Each Pa riyacknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, Confirms and consentsto the following agency relationships in
this transaction with the fallowing real estate brokers ("Brokers") and/ortheir agents ("Agent(s)"):
Seller's Brokerage Firm N/A License No. NA Is the broker of (check one): 0 the Seller; or 11 both the Buyer and Seller (dual agent).
Seller's Agent N/A License No. N/A Is lcheck one): ❑ the Seller's Agent (salesperson or broker associate); or ❑ both the Seller's Agent
and the Buyer's Agent (dual agent).
Buyer's Brokerage Firm N/A License No. N/A is the brokerof(check one): 0 the Buyer, orO both the Buyer and Seller (dual agent).
Buyer's Agent N/A License No. N/A is (check one): ❑ the Buyer's Agent (salesperson or broker associate); or ❑ both the Buyer's Agent
and the Seller's Agent (dual agent).
The Parties acknowledge that other than the Brokers and Agents listed above, there are no other brokers or agents representing the Parries or due any fees and/or
commissions under this Agreement 5ee paragraph 24 regarding the nature of a real estate agency relationship. Buyer shall use the services of Buyer's Broker
exclusively in connection with any and all negotiations and offers with respectto the Property for a period of 1 year from the date Inserted for reference purposes at
the top of page 1.
7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealingswith any person,firm, broker, agent orfinderin connection
with the negotiation of this Agreement and/or the consummation ofthe purchase and sale contemplated herein, otherthan the Brokers and Agents named in
paragraph 7.1, and no broker, agentor other person, firm or entity, other than said Brokers and Agents is/are entitled to anycommission or finder's fee in connection
with this transaction as the result of any dealings or acts ofsuch Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other
harmless from and against any casts, expenses or liability for compensation, commission or charges which may be claimed by any broker, agent, finder or other similar
party, other than said named Brokers and Agents by reason of any dealings or act of the Indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by5eller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement
of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder
shall not prepare any further escrow instructions restating or amendingthe Agreement unless specifically so instructed by the Parties or a Broker herein. Subjectto
the reasonable approval of the Parties, Escrow Holder may, however, Include its standard general escrow provisions not inconsistent with the
terms Of this Agreement. In the event that there is any Conflict between the provisions ofthe Agreement and the provisions of any additional escrow
Instructions the provisions of the Agreement shall prevail as to the Parties and the Escrow Holder.
8.2 As soon as practical after the receipt of this Agree ent and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in
paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, ofthe date ascertained.
8.3 Escrow Holder is hereby authorized and Instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of
the community In which Escrow Holder Is looted, including any reporting requirements ofthe Internal Revenue Code. In the event of a conflict between the law of
the state where the Property is looted and the law of the state where the Escrow Holder is located, the law ofthe state where the Property is located shall prevail.
8.4 Subject to satisfaction ofthe contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a general warramydeed (a
grant deed In California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement.
8.5 Buyer and Seller shall each pay one-halfof the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer
taxes. Seller shall pay the premium fora standard coverage owner's orjoint protection policy of title insurance. (See also paragraph 11.)
8.6 Escrow Holdershall veri fythat all of Buyer's Contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1
subparagraphs Ib), (c), (d), (a), (g), (i), (n), and (o), 9.4, 12, 13, 14, 16,18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not
instructions to Escrow Holder.
8.7 If this transaction Is terminated for non -satisfaction and non -waiver of a Buyer's Contingency, as defined in Paragraph 9.2 or disapproval of any other
mattersubject to Buyer's approval, then neither ofthe Parties shall thereafter have any liabilityto the otherunder this Agreement, exceptto the extentof a breach of
any affirmative covenant or warranty In this Agreement. In the event of such termination, Buyer shall, subject to the provisions of paragraph 8.10, be promptly
refund funds deposited by Buyer with Escrow Holder, less only the$100 provided for In paragraph 4.4and the Title Company and Escrow Holder cancellation
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fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title
Company and Escrow Holder cancellation fees and costs.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing
does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may
notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed
terminated without further notice or instructions.
9.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and
costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the abligations, agreements, covenants or
warranties contained therein.
8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default, then at Seller's request, �taarsy-
Buyer shall within S days after written request deliver to Seller, at no charge, copies of all surveys, engineering
studies, soil reports, maps, m..... .... ^ ad ocherslmnar items respecting the condition of the Property prepared by
third parties=far Buyerthat pertaintathe Property. Provided,however, that Buyershall not be required todeliver anysuch report lfbhe written contract
which Buyer entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others, and any delivered
reports shall be without any express or implied representation or warranty of any kind by Buyer.
9. Contingencies to Closing.
9.1 The Closing of this transaction is contingent upon the Buyer's satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY
ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OFANY OFSAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, ITSHALL BE CONCLUSIVELY
PRESUMEDTHAT BUYER HAS APPROVEDSUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless Buyer
subsequently withdrawals such conditional approval within the time specified for such contingency or
provision Is made by the Sellerwithin thetime specified therefore bythe Buyer insuch conditional approval or bythis Agreement, whichever is later, for the
satisfaction ofthe condition imposed bythe Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval
which it receives. With regard to subparagraphs (a) through (m) the pre-printed time periods shall control unless a differentnumber of days is inserted in the spaces
provided.
la) Disclosure. Seller shall make to Buyer, through Escrow, all ofthe applicable disclosures required by law (See AIR CRE("AIR") standard form entitled
"Seller's Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerningthe Property,
duly executed by or on behalf of Sellerinthe current form or equivalent to that published bythe AIR within to or days following the Date of
Agreement. Buyer has 10 business days from the receipt of said disclosures to approve ordisapprove the matters disclosed.
(b) Physical Inspection. Buyer has iobuslness or days followingthe receipt ofthe Property Information Sheet orthe Date of
Agreement, whichever is later, to satisfy itself with regard tothe physical aspects and sueof the Property.
(c) Hazardous Substance Conditions Report. Buyer has 30 or days followingthe receipt ofthe Property Information Sheet orthe Date of
Agreement, whichever is later, to satisfy itself with regard bathe environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance
Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of
this Agreement is defined as anysubstance whose nature and/or quantity of existence, use, manufacture, disposal oreffect, render it subject to Federal, state orlool
regulation, investigation, remediation or removal as potentially injurious to public health orwelfare. A "Hazardous Substance Condition" for purposes of this
Agreement is defined as the existence on, under or relevantly adjacent tothe Property of a Hazardous Substance that would require remediation and/or removal
under applicable Federal, state or local law.
(it) Soilinspection. Buyer has 30 or days followingthe receipt ofthe Property Information Sheet orthe Date of Agreement, whichever is
later, to satisfy itself with regard to the condition ofthe soils on the Property. Seller recommends that Buyer obtain a soil test report. Arty such reportshall be paid for
by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement.
(e) Governmental Approvals. Buyer has 30 or days followingthe Date of Agreementto satisfy itselfwith regard to approvals and permits
from governmental agencies or departments which have or may have jurisdiction overthe Property and which Buyer deems necessary or desirable in connection with
I. intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police,
handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.
NOTE: Past uses ofthe Property may no longer be allowed. In the eventthat the Property must be rezoned, it is Buyer's responsibility to obtain the rezoningfrom the
appropriate government agencies. Seller shall sign all documents Buyer is required to file in connection with rezoning, conditional use permits and/or other
development approvals.
(f) Conditions a)7ltle. Escrow Holder shall cause a current commitment fartitle Insurance 'Title Commitmenr) dated no sooner than
$o days prior to the Date of Agreement concerning the Property issued bythe Title Company, aswell as legible copies of all documents
referred to in the Title Commitment ("Underlying Documents"), and a scaled and dimensioned plat showing the location of any easements to be delivered to Buyer
within 10 or days following the Date of Agreement. Buyer has to business days from the later of (i) the Date of Agreement
and (il) Buyer's the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard tothe condition of title. The
disapproval by Buyer of any monetary encumbrance, which by theterms ofthis Agreement is not to remain against the Property afterthe Closing, shall not be
considered a failure of this contingency, as Sellershall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary encumbrance at or
before the Closing. It shall be a Buyer condition to Closing that the Title Company shall be irrevocably
committed to issue the title policy required pursuant to Section 1o.4 below.
(g) Survey. Buyer has 30 or days followingthe receipt ofthe Title Commitment and Underlying Documents to satisfy itself with regardto
any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA") standards for an owner's policy by a licensed surveyor, showing
the legal description and boundary lines of the Property, any easements of record, and any Improvements, poles, structures and things located within 10 feet of either
sidFherty boundary lines. Anysuch survey shall be prepared at Buyer's direction and expense.
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supple —I, Buyer may elect to have an ALTA extended coverage owner's form of title policy, in which event
Buyer shall pay any additional premium attributable thereto; provided that the policy may take exception for any items which
would have been disclosed by an ALTA survey if Buyer does not provide Title Company with an ALTA
survey.
(h) Existing Leases and Tenancy Statements.^"^••��"••'•"'^
Seller represents and warrants to Buyer that, other than Buyer's
existing rights to the Property, there are no leases, subleases or rental arrangements respecting the
Property (collectively, "Existing Leases').
(i) Owner'sAssoclation. SaYacsdaLLwiipia-10.pc
.e..".,�"."^..�..,...___. a ,_..�._,,,..,.. . _,Fe.,...,,,,,.r., .. �.._^�,...... �. ..a..a.r..�,..r... �., ....,.«...
Seller
eep=n,aand warrants to Buyer that there is no owner's association servicing the Property.
(II Other Agreements. Seller shall within 10 or days followingthe Date ofAgreement provide Buyer with legible copies ofall other
agreements('Other Agreements') known to Sellerthat will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy
itself with regard to such Agreements.
(k)
d�awoL
(m) Personal Property. In the eventthat any personal property is included in the Purchase Price, Buyer has 10 or daysfollowingthe Date of
Agreementto satisfy Itself with regard to the title condition of such personal property. Seller recommendsthat Buyer obtain a UCC-1 report. Anysuch reportshall be
paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or days
following the Date of Agreement.
(n) Destruction, Damage or Loss. Subsequentto the Date ofAgreement and priorto Closing there shall not have occurred a destruction of, or damage or
loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $Io,D00.00 to repair or cure. If the cost of repair or cure is
$10,ODD.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing
more than $10,000.00 to repair or cure, to either terminate this Agreement orto purchase the Property notwithstanding such loss, but without deduction or offset
againstthe Purchase Price. If the cos[ to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any
insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior
to Closing.
(a) MateriolChange. Buyer shall have 10 days following remiptofwritten notice of a Material Change within which to satisfy itselfwith regard to such
change. "Material Change" shall mean a substantial adverse change in the use, occupancy, tenants, title, orcondition of the Property that occurs after the date of this
offerand priorto the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing.
(p) Seller Performance. The delivery ofall documents and the due performance by Seller cfeach and everyundertaking and agreement to he performed
by5eller underthis Agreement, and all of Seller's representations and warranties in the Agreement shall remain
true and correct in all material respects.
(q) Brokerage Fee. Payment atthe Closing of such bmkeragefee as isspecified in this Agreement or later written instructions to Escrow Holder executed
by Seller and Brokers ("Brokerage Fee'). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofaras the
Brokerage Fee is concerned, and that no change shall be made with respect to the payment ofthe Brokerage Fee specified in this Agreement, withoutthe written
consent of Broken.
9.2 All of the contingencies specified in subparagraphs(a)through(m)of paragraph 9.1 are for the benefit of, and maybe waived by, Buyer, and maybe
elsewhere herein referred to as "Buyer's Contingencies."
9.3 If any of Buyer's Contingencies or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ("Disapproved
Item"), Seller shall have the right with in 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected
Closing Date ("Seller's Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or
before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects, either by written notice or
failureto give written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election to either accept title to the Property
subject to such Disapproved Item, or to terminate this Agreement. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject
to the Disapproved Item without deduction or offset shall constitute Buyer's election not to terminate this Agreement. The above time periods only apply once for
each Disapproved Item. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to
the E a g Contingency. Unless the Parties mutually instruct otherwise, if the time periods forthe satisfaction of contingencies or for Seller's and Buyer's elections
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would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the
applicable contingency period(s), (b) the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within
which Buyer may elect to proceed with this transaction, whichever is later.
9.4 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the
investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of
such a condition are highly technical and beyond the expertise of Broken. The Parties acknowledge that they have been advised by Brokers to consult their own
technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not
relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous
Substances upon their respective Interests herein.
10. Documents Requiredat or BeforeClosing.
10.1 Five days priorto the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide
copies thereof to each ofthe Parties.
10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grantor general warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.
(b) If applicable, the Beneficiary Statements concerning Existing Note(s).
(c) Ifapplicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. Theassignmentof
Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent.
(d) If applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the Property.
(e) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or
successor statutes. If Seller does not provide such affidavit inform reasonably satisfactory to Buyer at least 3 business days priorto the Closing. Escrow Holder shall at
the Closing deduct from Seller's proceeds and remitto the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from
foreign sellers.
(f) If the Property is located in California, an affidavit executed by Seller to the effectthat Selleris not a "nonresident" within the meaning of California
Revenue and Tax Code Section 18662 or successor statutes. If Seller does not providesuch affidavit in form reasonably satisfactory to Buyer at least 3 business days
priorto the Closing, Escrow Holdershall atthe Closing deduct from Seller's proceeds and remit bathe Franchise Tax Board such sum as is required by such statute.
(g) If applicable, a bill of sale, dulyexecuted, conveyingtitle to any included personal property to Buyer.
(h) Dduly executed ewpwate resolutionS Of Seller authorizing the execution of this Agreement and the sale ofthe
Property.
10.3 Buyer shall deliver[, Sellerthrough Escrow:
(a) The cash portion ofthe Purchase Price and such additional sums as are required of Buyerunderthis Agreementshall be deposited by Buyerwith
Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the
business day priorto the Expected Closing Date provided, however, that Buyershall not be required to deposit such monies into Escrow ifat thetime setfor the
deposit of such monies Seller is in default or has indicated that itwill not perform any of its obligations hereunder. Instead, in such circumstances in order to reserve
its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available.
(b) If a Purchase Money Note and Purchase Money Deed of Trust are called for bythis Agreement, the duly executed originals ofthose documents, the
Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance an the Improvements in the amount ofthe full replacement cost
naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of thestatus of payment of real property
taxes during the life ofthe Purchase Money Note.
(c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.21c) above, duly executed by Buyer.
(d) Assumptions duly executed by Buyerofthe obligations of Sellerthat accrue after Closing underany Other Agreements.
(e) R applicable, a written assumption duly executed by Buyer afthe loan documents with respect to Existing Notes.
(f) If the Buyer is a corporation, a duly executed corporate resolution autharizingthe execution of this Agreement and the purchaseof the Property.
10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, gelected pursuant to 9.1(g)) owner's form policy of title
insurance effective as of the Closing, issued bythe Title Company in the full amount of the Purchase Price, insuring title bathe Property vested in Buyer, subject onlyto
the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust inthis transaction, the policy oftitle insurance shall be a joint protection
policy insuring both Buyer and Seller.
IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLETO OBTAINTITLE INSURANCE IN CONNECTION WITHTHE CLOSEOF
ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY
OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.
11. Promtlons and Adjustments.
11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as ofthe date of the Closing, based upon the latest
tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior
to the Closing. Payment ofthe prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.
11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to
cover the Property.
11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as ofthe date of Closing.
The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.
11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.
11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside ofthe Escrow when the amount due is determined.
11.6
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12/1/2020
Print Staff Report
In September 2018, the City purchased a single-family home located at 617 N. Lark Ellen Avenue for
$575,000. The property of 0.23-acres is adjacent to Palmview Park. The home was demolished and turned into
park space. In October 2018, the City Council approved a revision to the Option Agreement regarding an
additional advance of $500,000 for the purchase of the property.
In December 2017, Emanate Health submitted applications for a Zone Change, General Plan Amendment and
Certification of Environmental Impact Report (EIR) for the proposed expansion of Queen of the Valley
Hospital. Pursuant to the Option Agreement, the CEQA review had to be completed prior to the sale of Sunset
Field. The Planning Commission approved the Queen of the Valley Hospital Specific Plan (Zone Change No.
17-02, General Plan Amendment No. 18-02 and the Certification of an Environmental Impact Report) on
September 24, 2019. The City Council approved Specific Plan and certified the EIR on November 5, 2019.
With the approval of the Specific Plan, specifically certification of the EIR and approval of the voters to sell
Sunset Field, the two "Required City Actions" in the Option Agreement were met. Pursuant to the Option
Agreement, the City notified Emanate Health that the "Required City Actions" had been satisfied. Emanate
was then able to exercise its option to purchase the property. In January 2020, Emanate requested an extension
pursuant to Section 3.2 of the Option Agreement, granting Emanate an additional six months to exercise the
option to purchase. The extension of an additional 6 months required a payment of $1,000 to the City. In lieu
of the payment, Emanate offset the outstanding principal balance of the loan owed by the City.
DISCUSSION:
On July 21, 2020, Emanate provided notice of its election to exercise the option to purchase Sunset Field. The
City and Emanate finalized the Purchase Agreement (Attachment No. 2). The Purchase Agreement requires
the approval of the City Council as it is a separate document from the Option Agreement previously approved
by the City Council. The terms of the Purchase Agreement include the following:
• Purchase Price: $3.9 Million
• Deposit: $117,000 (3% of the purchase price)
o Please note the City was advanced $1 million for the purchase of the two residential properties for
park expansion
• Close of Escrow: August 2020 or no later than 180-days from date of Purchase Agreement
• No brokerage fees
• Escrow & Closing fees: Seller &Buyer 50%150% (Seller recording & transfer fees)
Emanate Health sought purchase of Sunset Field as part of the Queen of the Valley Hospital expansion project.
The Queen of the Valley Hospital Specific Plan includes five parcels including the Sunset Field parcel
allowing for expansion of the hospital campus from 1.09 million square feet to 1.58 million square feet. The
additional 490,000 square feet of development includes the new parking structure, a new emergency room, a
new intensive care unit, new medical office buildings and new hospital buildings. A critical part of the hospital
expansion is the required seismic improvements and significant upgrades that need to be met by 2030 under
SB 1953 (Alfred E. Alquist Hospital Facilities Seismic Safety Act). The entire Hospital expansion will take
15-20 years to complete.
In April 2020, Emanate Health submitted plans for the first development phase of the project that includes
59,000 square feet of a new 2-level medical office building and 116,000 square feet of a new 4-level parking
structure. Emanate Health received comments from the City in May 2020 and is anticipated to resubmit within
the next few weeks. Emanate Health has submitted a separate precise plan application to convert the
temporary parking lot (formerly the Sunset Field) into permanent surface parking.
The two advances totaling $1,000,000 were loans to the City of West Covina, should the sale not through, the
City would be required to repay the outstanding loan balance within 30 days after Emanate Health's demand
for repayment.
City staff recommends the City Council approve the Purchase Agreement with Emanate Health for the sale of
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i
12. Representations and Warranties of5ellerand Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuh at action based upon them
must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by Buyer and Brokers in all respects. Seller
hereby makes the following warranties and representations to Buyer and Brokers:
(a) Authority ofSeller. Selleris the owner ofthe Property and/or has the full right, power and authority to sell, convey and transferthe Property to Buyer
as provided herein, and to perform Seller's obligations hereunder.
(b) Maintenance During Escrowond Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof, Sellershall maintain the
Property until the Closing in its present condition, ordinary wear and tear excepted.
(c) Hazardous Substonces/Storage Tanks. Seller has no actual knowledge, except as otherwise disclosed to Buyer in writing, ofthe existence or prior
existence on the Property of any Hazardous Substance, nor ofthe existence or prior existence of any above or below ground storage tank.
(d) Compliance. Seller has no actual knowledge of any aspect or condition ofthe Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or
directive of any applicable governmenul agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be
performed on the Property.
le) Changes in Agreements. Priorto the Closing, Sellerwlll not violate or modify any Existing Lease or Other Agreement or create any new leases or
other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld.
(9 Possessory Rights. Seller has no knowledge that anyone will, at the Dosing, have anyright to possession ofthe Property, except as disclosed by this
Agreement or otherwise in writing to Buyer.
(g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property.
(h) Actions, Suits or Proceedings. Seller has no knowledge ofanyactions, suits or proceedings pending orthreatened before any commission, board,
bureau, agency, arbitrator, court or tribunal that would affect the Property arthe right to occupy or utilize same.
(i) NoticeollChanges. Sellerwill promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(o)) affecting the Property that
becomes known to Seller priorto the Closing.
(j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency
proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a ban kruptcy insolvency or probate proceeding.
(I) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the
Purchase Price nor knowledge of any liens or encum bra nces affecting such person al property, except as disclosed by this Agreement or otherwise in writing to Buyer.
(m) Pursuant to Section 1.1(iv) of the Option Agreement, all of Seller representations,
warranties and covenants in the Option Agreement are fully incorporated herein by reference.
12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in Its existing condition and will, by the
time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the
Property. The Parties acknowledge that, except as otherwise stated in this Agreement and the Option Agreement, no representations, inducements,
promises, agreements, assurances, oral or written, concerning the Property, or any aspect ofthe occupational safety and health laws, Hazardous Subsunce laws, or
any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.
12.3
warcuriy.
12.4 Any environmental reports, soils reports, surveys, feasibility studies, and other similar documents which were prepared by third parry consultants and
provided to Buyer by Selleror Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the
sufficiency, accumcy, completeness, and/or validity ofsald documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate,.but
Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.
13. Possession.
Possession of the Property shall be given to Buyer at the Clasingcrrpler4w3AwryP
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and Its agents and representatives, shall havethe righttO investigate the Property pursuant to
the terms and conditions of Section 6.2 of the Option Agreement. a. <ea—abuzu—
15. Further Documents and Assurances.
The Parties shall each, diligentlyand in good faith, undertake all actions and procedures reasonably required to placethe Escrow in condition for Closing as and when
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required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow
Holder or the Title Company.
16. Attorneys' Fees.
If any Party or Broker brings an action or proceeding (including arbitration) involving the Propertywhether founded in tort, contract or equity, orto declare rights
hereunder, the Prevailing Parry (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term
"Prevailing Party" shall include, without limitation, a Parry or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by
compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in
accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property, except that it does not
Supersede the terms and conditions of the Option Agreement, the Promissory Note or the Lease
Agreement for Use of Former Sunset Field between the Parties dated August 1, 2017 (the "Current
Lease").
17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
18. Broker's Rights. N/A
18.1
19. Net[
19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other
communication, each such communication shall be in writing and shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in
this agreement or by facsimile transmission, electronic signature, digital signature, or email.
19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered, or transmitted by facsimile transmission,
electronic signature, digital signature, or email. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed.
Communications sent by United States Express Mail orovernight courierthat guarantee next day deliveryshall be deemed delivered 24 hours after delivery of the
same to the Postal Service or courler. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons
.whom, all communications arethereafterto bemade.
20. Duration of Offer.
20.1 if this offer is not accepted by Seller on or before 5:00P.M. according to Me time standard applicable to the city of West Covina onthedateat
thatlS within 30 days after Seller's receipt of the Agreement signed by Buyer , Itshallbedeemed
automatically revoked.
20.2 The acceptance ofthis offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2, shall
be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or
counteroffer.
22. LIQUIDATED DAMAGES. (This Llquldated Damages paragraph is applicable only if Initialed by both Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH
WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER
OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE
AMOUNTOF THE DEPOSIT . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY
ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.
Buyer's Initials Seller's Initials
22. ARBITRATION OF DISPUTES. ( Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)
22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY,
SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES').
ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE
COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BEAN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE
AREA WHERE THE PROPERTY 15 LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR OR ARBITRATORS SHALL BE
APPOINTED UNDER THE COMMERCIAL RULES AND SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF
THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING.
PRE ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS.
THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY
INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAYBE ENTERED ON THE AWARD IN ANY COURT OF
COMPETEf1T JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.
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22.2 BUYER'S RESORTTO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT INA COURT OF COMPETENTIURISDICTION BY THE
BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN
WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.
22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION
OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED INA COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOURIUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
AGREEING TO THIS PROVISION, YOU MAYBE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT
TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION TO NEUTRAL ARBITRATION.
Buye slnitlals Seller's Initials
23. Miscellaneous.
23.1 Binding Effect. Buyer and Seller both acknowledge that they have carefully read and reviewed this Agreement and each term and provision contained
herein. In addition, this Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are Initialed by both of the Parties.
Paragraphs 21 and 22 are each Incorporated into this Agreement only M initialed by both Parties at the time that the Agreement is executed. Signatures to this
Agreement accomplished by means of electronic signature or similar technology shall be legal and binding.
23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located.
Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located.
23.3 Time of Essence. Time is of the essence of this Agreement.
23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each ofwhich shall be deemed an original, and all of which together
shall constitute one and the same instrument. Escrow Holder, after verifying thatthe counterparts are identical except for the signatures, is authorized and instructed
to combine the signed signature pages on one of the counterparts, which shall then constitute Me Agreement.
23.5 Waiver;JuryTrial, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BYJURY IN ANY ACTION OR PROCEEDING INVOLVING THE
PROPERTY OR ARISING OUT OF THIS AGREEMENT.
23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions. Seller and Buyer must initial any and all handwritten provisions.
23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any
party initiating an exchange shall bear all costs of such exchange. The cooperating Parry shall not have any liability (special or otherwise) for damages to the
exchanging Party in the eventthat the sale is delayed and/or that the sale otherwise falls to qualify as a 1031 exchange.
23.8 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days.
24. Disclosures Regarding The Natureofa Real Estate Agency Relationship. NSA
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25' Construction of Agreement In construing this Agreement, all headings and titles are forthe convenience ofthe Parties only and shall not be considered a part
of this Agreement. Whenever required by the content, the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by
one of the Parties, but ratheraccording to its fair meaning as a whole, as if both Parties had prepared it.
26. Additional Provisions.
Additional provisions ofthis offer, if any, are as follows or are attached hereto by an addendum oraddenda consisting of paragraphs 27 through
31 . (If there are no additional provisions write "NONE".)
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSELAS TOTHE LEGALAND TAX CONSEQUENCES OF THIS AGREEMENT.
2. RETAIN APPROPRIATE[ONSULTANTSTO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT
BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES
AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.
WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO
COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
NOTE:
1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.
2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BYTWO CORPORATE OFFICERS.
The undersigned Buyer offers and agrees to buy the Property on the terms and
conditions stated and acknowledges receipt of a copy hereof.
Date: 1/602/Z6
BROKER
BUYER
N/A
Emanate H-11-hEmanate Hea th Merfical Center(lent—
benefit
California California non�rofitoublic benefit
Attn: N/A
corporation (formerly known as Citrus(formerly known as Citrus
Title:
Valley MAdAMal Center Inc.
Address:
Phone:�
AFax:
��n
Title: Pre OffEmail:
ne: 6 6-9
Federal ID No.:
Fax:
Broker DRE License#: N/A
Email: rcur—rv@EmanateHealth.com
Agent DRE License#: N/A
BY: N/A
Name Printed: N/A
Title: N/A
Phone: N/A
Fax: N/A
Email: N/A
Address: 140 West College Street,
Covina, CA 91723
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Last Edited: 7/9/202012:57 PM
OFAL-15.13, Revised 06-10-2019
Page 10 of 11
Federal ID No.:
27. Acceptance.
27.1 Seller accepts the foregoing offer to purchase
the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified.
27.2
4,11
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Cleciwg.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.
Date:
BROKER
SELLER
N/A
City Of West Covina, a Municipal
corporation
Attn: N/A
Title:
By:
Name Printed: David Carmanv
Address:
Title: City Manager
Phone:
Phone: 62 6-93 9- 8 4 01
Fax:
Fax: 62 6-939- 8 4 0 6
Email:
Email: dcarmany@westcoyina.OrQ
Federal ID No.:
Broker DRE License#: N/A
By: N/A
Agent's ORE License#: N/A
NamePrinted: N/A
Title: N/A
Phone: N/A
Fax: N/A
Email: N/A
Address: Room 305, 1444 West Garvev Avenue
South, West Covina. CA 91790
Federal ID No.:
AIRCRE - https://www.aircre.com - 213-687-9777 - contracts@aircre.com
NOTICE: Nopan aftheseworks maybe reproduced in anyformwithout permission in writing.
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® 2019 AIR CRE. All Rights Reserved.
OFAL-15.13, Revised 06-10-2019
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AI RCR0
ADDENDUM TO THE STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE
Date:
By and Between
Buyer: Emanate Health Medical Center, a California nonprofit Public benefit
corporation (formerly known as Citrus Valley Medical Center, Inc.)
Seller: City of West Covina, a Municipal corporation
Property Address: 1615 West Merced Avenue
(street address, city, state, zip)
This Addendum is attached and made part of the above -referenced Agreement (said Agreement and the Addendum are hereinafter collectively referred to as the
"Agreement"). In the event of any conflict between the provisions ofthis Addendum and the primed provisions of the Agreement, this Addendum shall control.
27. Pursuant to Section i.i(v) of the Option Agreement, it shall be a Buyer contingency that Buyer
determines, in its sole discretion, that it will be able to utilize the Property for Buyer's desired purpose
of expanding its current adjacent facilities.
28. Pursuant to Sections 1.1(vi) and (v) of the Option Agreement, for a minimum period often (lo)
years following the Closing, Buyer may use the Property only for the delivery of healthcare and
reasonably related uses, and for no other purpose, and if Buyer ceases use of the Property for the
delivery of healthcare and related uses, the Property may not be sold for or used for development of
housing without the City's approval. These restrictions shall be set forth in the Grant Deed, or at
Buyer's option, may be set forth in a separate recorded restriction agreement at Closing.
29. Immediately following the Closing, since the Loan amount will have been credited against the
Purchase Price, the Loan shall be deemed paid in full. However, pursuant to Section i.l(viii) of the
Option Agreement, if this Agreement terminates for any reason, such that the Closing does not occur,
Seller shall pay all outstanding principal due and payable to Buyer in connection with the Loan no
later than thirty (30) days following such termination; provided, however, that if Seller is entitled to
retain the Deposit in connection with the termination of this Agreement pursuant to the terms of this
Agreement, then the Deposit amount shall be deemed credited against the Loan balance due by Seller
to Buyer.
30. The Current Lease will terminate effective as of the Closing. The rent payable under the Current
Lease for the month in which the Closing occurs shall be prorated at Closing, with a credit against the
Purchase Price for that portion of prepaid rent attributable to the period from and after the Closing
Date. Additionally, the $3,400 security deposit paid by Buyer and held by Landlord under the Current
Lease shall be credited against the Purchase Price at Closing.
31. It shall be a Buyer contingency that Seller quitclaim all interests in any and all easements (of any
form), rights of access, and parking rights with respect to Buyer's property located adjacent to the
Property prior to Closing. In connection therewith and in addition to Seller's obligations under
-
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APA-1.03, Revised 06-10-2019 Page 1 of 2
Paragraph 10.2 of this Agreement, Seller shall deliver to Escrow Holder in time for delivery to Buyer
at Closing one or more agreements, in a form reasonably acceptable to Buyer, terminating and
releasing any such easement or rights.
AIR CRE • https://www.aircre.com • 213-697-8777 • contracts@aircre.com
NOTICE: No part of these works maybe reproduced in any form without permission in writing.
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Page 2 of 2
12/1/2020
Print Staff Report
Sunset Field to allow for the expansion of the Queen of the Valley Hospital.
LEGAL REVIEW:
The City Attorney's Office has reviewed the agreement and approved it as to form.
OPTIONS:
Options available to the City include:
1. Approve the recommendation as presented; or
2. Provide alternative direction to staff.
Prepared by: Paulina Morales, Economic Development and Housing Manager
Fiscal Impact
FISCAL IMPACT:
The Sunset Field purchase price is $3,900,000. Emanate Health advanced the City $1,000,000 for the
purchase of residential properties to expand parkland. The anticipated balance of the land proceeds to the
City would be $2,899,000, this includes the $1,000 deduction in the loan for the extension of the Option
Agreement. Any escrow fees will be deducted from the land sale proceeds. The land sale proceeds are
required to be placed into the City's New Park Acquisition Fund to be used toward the expansion of parkland.
If the City doesn't complete the sale, the City would have to repay the loan within 30-days of Emanate Health
demanding repayment.
Attachments
Attachment No. 1 - Ordinance No. 2297
Attachment No. 2 - Purchase Agreement
CITY Enhance City Facilities and Infrastructure
COUNCIL Enhance the City Image and Effectiveness
GOALS & Respond to the Global COVID-19 Pandemic
OBJECTIVES:
https://destinyhosted.com/print_ag_memo.Gfm?seq=911&rev_num=O&mode=External&reloaded=true&id=93782 3/3
ATTACHMENT NO. 1
ORDINANCE NO.2297
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA, CALIFORNIA, CALLING FOR A SPECIAL ELECTION ON
WHETHER TO DISCONTINUE USE OF SUNSET FIELD AS A PUBLIC
PARK
WHEREAS, the City of West Covina ("City") owns a parcel of property within the southwesterly
quadrant of Sunset Avenue and Cameron Avenue, adjacent to the Walnut Creek flood control
channel, more particularly described in Exhibit A to this Ordinance, (the "Park Parcel');
WHEREAS, the City owns an easement to allow park parking, which easement is more
particularly described on Exhibit B to this Ordinance (the "Parking Easement");
WHEREAS, the City owns easements over two parcels to allow access to and from Sunset Field,
and which easements are more particularly described on Exhibit C to this ordinance (the "Access
Easements") (the Park Parcel, the Parking Easement and the Access Easements are collectively
referred to in this Ordinance as "Sunset Field");
WHEREAS, Sunset Field currently contains two baseball fields and related facilities;
WHEREAS, Sunset Field is underutilized when compared to other sports facilities in the City,
largely because of its location;
WHEREAS, if the City were to sell Sunset Field, the City Council has determined that it shall
place such sale proceeds into the City's New Park Acquisition Fund, and use such funds to acquire
and improve park land that would be utilized more;
WHEREAS, the City Council desires to follow the procedures of Article 2 of Chapter 9 of Part 2
of Division 3 of Title 4 of the California Government Code (Sections 38440-38462, "Article 2"),
to allow for the eventual sale of Sunset Field, with the placement of the proceeds of any such sale
into the City's New Park Acquisition Fund;
WHEREAS, the City Council reaffirms its intent to place all proceeds of any sale of Sunset Field
into the City's New Park Acquisition Fund;
WHEREAS, funds within the New Park Acquisition Fund may only be used to acquire or develop
park lands, and not for operating expenses;
WHEREAS, the City did not pay for Sunset Field from funds obtained from a special assessment,
bond, or any federal or state grant, nor was the land acquired via dedication pursuant to the
Subdivision Map Act;
WHEREAS, if the electorate votes to abandon Sunset Field as parkland, the City Council intends
to sell Sunset Field for fair market value to Queen of the Valley Hospital for expansion of the
hospital's facilities, provided such a sale would serve the public interest;
WHEREAS, on April 19, 2016, the City Council adopted a Resolution 2016-34 to declare that the
public interest or convenience requires the discontinuance of Sunset Field as a public park/sports
field and the intent to call a special election to submit the question of discontinuance to the city
electors;
WHEREAS, the City has provided all notice legally required to allow the City Council to vote on
this Ordinance;
WHEREAS, the City Council conducted a noticed public hearing consistent with the requirements
of Government Code 38440 et seq., has heard and passed upon all protests received at or before
the hearing; and
WHEREAS, the City Council conducted a noticed public hearing consistent with the requirements
of Government Code 38440 et seq. No written protests were received at or before the hearing; and
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA ORDAINS AS
FOLLOWS:
SECTION 1. Recitals. The recitals stated above are correct.
SECTION 2. Calline Election. That pursuant to the requirements of the laws of the State of
California relating to General Law Cities, there is called and ordered to be held in the City of West
Covina, California, on Tuesday, November 8, 2016, a Special Municipal Election for the purpose
of submitting the following question to the Electorate of the City of West Covina:
"Shall the City of West Covina abandon Sunset Field as a public
park, to allow the land to be sold to Queen of the Valley Hospital to expand YES
the hospital's emergency room and provide additional critical medical
services, with millions of dollars in sale revenues to be placed into the City's
New Park Acquisition Fund and used only to acquire and improve new NO
parkland in the City?"
SECTION 3. That the text of the complete measure is attached as Exhibit D.
SECTION 4. That the ballots to be used at the election shall be in form and content as required
by law.
SECTION 5. That the City Clerk is authorized, instructed and directed to coordinate with the
County of Los Angeles Registrar-Recorder/County Clerk to procure and furnish any and all official
ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary
in order to properly and lawfully conduct the election.
SECTION 6. That the polls for the election shall be open at seven o'clock a.m. of the day of the
election and shall remain open continuously from that time until eight o'clock p.m. of the same
day when the polls shall be closed, pursuant to Election Code § 10242, except as provided in §
14401 of the Elections Code of the State of California.
SECTION 7. That in all particulars not recited in this resolution, the election shall be held and
conducted as provided by law for holding municipal elections.
SECTION 8. That notice of the time and place of holding the election is given and the City Clerk
is authorized, instructed and directed to give further or additional notice of the election, in time,
form and manner as required by law.
SECTION 9. Direction to Staff. The City Council directs as follows:
a. The City Clerk shall certify as to the adoption of this ordinance and shall cause the
summary thereof to be published within fifteen calendar (15) days of the adoption
and shall post a certified copy of this ordinance, including the vote for and against
the same, in the office of the City Clerk in accordance with Government Code
section 36933
b. City staff is directed and authorized to take all prudent actions to effect the purposes
of this ordinance.
SECTION 10. The actions provided for herein and the associated election resolutions are
categorically exempt from CEQA analysis under CEQA Guidelines section 15061(b)(3) because
the activity does not authorize any physical change in the environment.
SECTION 11. Consistent with Government Code 36937(a), as an ordinance relating to an
election, this ordinance shall become effective immediately upon adoption.
PASSED, APPROVED AND ADOPTED on this 21' day of June, 2016.
J s Toma
2yor
APPROVED AS TO FORM: ATTEST:
berly all Barlow e olas S. Lewis
City Attorney City Clerk
I, NICKOLAS S. LEWIS, CITY CLERK of the City of West Covina, California, do hereby certify
that the foregoing Ordinance was regularly introduced and placed upon its first reading at a regular
meeting of the City Council on the 71h day of June, 2016. That thereafter said Ordinance was duly
adopted and passed at a regular meeting of the City Council on the 21 s` day of June, 2016, by the
following vote:
AYES: Johnnson, Warshaw, Toma
NOES: None
ABSENT: Spence, Wu
ABSTAIN: None
Nickolas S. Lewis
City Clerk
EXHIBIT A
LEGAL DESCRIPTION OF PARCEL COMMONLY REFERRED TO AS SUNSET FIELD
Parcel 3 of Parcel Map 12870, per map recorded in Book 122, Pages 68 and 69 of Parcel Maps on
file in the office of the County Recorder of said County.
Parcel Number 8468-016-910
f�'.�.lilflll 3
I��if�91]�LYy:71iy(7)�[7]�4;1�7\N �u[efol_R`1�IuI�I�YY
(Easement recorded via document 98-4313989 on March 17, 1998 in the Los Angeles County
Recorder's office)
AN EASEMENT FOR PARKING PURPOSES OVER THE FOLLOWING DESCRIBED REAL
PROPERTY IN THE COUNTY OF LOS ANGELES:
THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 17372, IN THE CITY OF WEST
COVINA COUNTY OF LOS ANGELES, STATE OF CALIFORNIA PER BOOK 184 PAGES
39 AND 40 OF PARCEL MAPS ON FILE IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY; LYING NORTHEASTERLY OF THE NORTHWESTERLY LINE OF
PARCEL 3 OF SAID PARCEL MAP.