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Resolution - 97160 RESOLUTION NO. 9716 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA APPROVING A PURCHASE AND SALE AGREEMNT BETWEEN THE CITY OF WEST COVINA AND ABELL-HELOU FOR THE SURPLUS PROPERTY KNOWN AS THE FORMER SHAKESPEARE PARK SITE. The City Council of the City of West Covina finds as follows: 1. The site was abandoned as unused City park property on April 6, 1999. 2. On April 20, 1999, the City Council approved entering into a 60-day exclusive negotiating agreement (ENA) with the development firm of Abell-Helou for the purposes of negotiating the purchase of the site for residential development. 3. On June 15, 1999, the City Council approved a 31-day extension of the ENA while also reviewing a concept plan for the proposed development of 43 homes on the site along with the dedication of a 20,000-square foot park site. 4. The purchase price that has been negotiated for the site is $1,218,000. 5. City further finds that: a. the sale of surplus property is covered by a Class 12 categorical exemption; and b. there is pending environmental review for the development of the site for sales of surplus government property; and C. such property is not located in a defined area of statewide, regional or area wide concern; and d. there is not significant effect on the environment due to cumulative impacts; and e. there is not a reasonable possibility that the sale of the surplus property will have a significant effect on the environment due to unusual circumstances or future projects. 6. City further finds that no development of the property may occur until completion of entitlements and the corresponding environmental review. NOW THEREFORE, the City Council resolves as follows: 1. All Recitals/findings set out above are true and correct. 2. Staff is directed to file a categorical exemption with the Los Angeles County Clerk stating the finding that the project is a_Class 12 Categorical Exemption pursuant to the California Environmental Quality Act. 3. The Mayor and City Clerk are hereby authorized to execute a purchase and sale agreement with Abell-Helou for the sale of the former Shakespeare Park site. 4. It is the intent of the City Council to earmark the proceeds of such sale for improvements within the Woodside Village and Galaxy areas of the City. C:\W 1NDO W S\'PEMP\Abell. Helou. PSA.doc Resolution No. Shakespeare Park Site Purchase and Sale Agreement July 20, 1999 - Paee 2 • • PASSED, APPROVED AND ADOPTED this 20`h day of July, 1999. yor ATTEST: City'Clerk I, Janet Berry, City Clerk of the City of West Covina, hereby certify that the foregoing Resolution was duly adopted bthe City Council of the City of West Covina at a regular meeting thereof held on the 20" day of July, 1999, by the following vote of the Council: AYES: Herfert, Melendez, Touhey, Wong, Howard NOES: None ABSENT: None APPROVED AS TO FORM: City Attorney City Cler. C:\WINDOWS\TEMP\Abell.Helou.PSA.doc • AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Escrow No. To: North American Title Company ("Escrow Holder") 721 S. Parker, Suite 100 Orange, California 92668 Attention: Mark Wardle Escrow Officer Telephone: 800/464-6282 Telecopier: 714/550-6445 THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUC- TIONS (this "Agreement") is entered into this 21"" day of s r , 1999, by and between the CITY OF WEST COVINA, a California municipal corpor ton ("Seller"), and Abell-Helou, a California General Partnership ('Buyer"). RECITALS: A. Seller is the owner in fee of that certain unimproved real property consisting of approximately thirteen and three tenths (13.3) acres of land area located in the City of West Covina, County of Los Angeles, State of California, more particularly described in the legal description attached hereto as Exhibit "A" (the 'Property"). B. Buyer desires to purchase the Property from Seller and Seller wishes to sell the Property to Buyer, upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set forth herein, Buyer and Seller hereby agree as follows: AGREEMENT: 1. PURCHASE AND SALE OF PROPERTY. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property. 2. PURCHASE PRICE. 2.1 Amount of Purchase Price. The purchase price for the Property shall be the sum of One Million Two Hundred Eighteen Thousand Dollars ($1,218,000.00) (the 'Purchase Price"). •2.2 Payment of Purchase Price. The Purchase Price shall be paid in accordance with this Section 2.2. 538/014125-0003/3205118.4 a07/29/99 • 2.2.1 Deposit in Escrow. Upon the Opening of Escrow (as that term is defined in Section 4.1), Buyer shall deposit with Escrow Holder the sum of Twenty Thousand Dollars ($20,000.00) (the "Deposit"), which Deposit shall be applicable to the Purchase Price. The Deposit and all accrued interest shall be (i) paid to Seller upon the Close of Escrow (as that term is defined in Section 4.2); or (ii) retained by Seller as liquidated damages pursuant to Section 7.2 in the event Buyer defaults under this Agreement; or (iii) returned to Buyer in the event Buyer terminates this Agreement pursuant to Section 3 or as a result of the default of Seller. 2.2.2 Balance of Purchase Price. On or before 1:00 p.m. on the business day preceding the Closing Date or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit with Escrow Holder the balance of the Purchase Price in the amount of One Million One Hundred Ninety Eight Thousand Dollars ($1,098,000.00). 3. CONDITION OF TITLE. 3.1 Review of Title Report. Promptly following execution of this Agreement, Seller shall cause to be delivered to Buyer a preliminary title report issued through First American Title Insurance Company (the "Title Company"), describing the state of title of the Property, together with copies of all exceptions specified therein (the "Title Report"). Buyer shall notify Seller in writing ("Buyer's Title Notice") of Buyer's approval of all matters contained in the Title Report or of any objections Buyer may have to title exceptions or other matters (the "Disapproved Title Matters") contained in the Title Report within twenty (20) days after Buyer's receipt of the Title Report. If Buyer fails to deliver Buyer's Title Notice within said period, Buyer shall be conclusively deemed to have approved the Title Report and all matters shown therein. In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of ten (10) days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Title Matters prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Title Matters ("Seller's Title Notice"). Seller shall only elect to decline to remove Disapproved Title Matters which Seller in good faith believes Seller's reasonable efforts would not result in removal or as to which removal would result in cost or expense to Seller other than nominal administrative expense incurred in the process of removal. Seller's failure to deliver Seller's Title Notice within said ten (10) day period shall be deemed Seller's election to decline to ,remove the Disapproved Title Matters. If Seller notifies Buyer of its election to decline to remove the Disapproved Title Matters, if Seller is deemed to have elected to decline to remove the Disapproved Title Matters or if Seller is unable to remove the Disapproved Title Matters, Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Title Matters. Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder ("Buyer's Second Title Notice") within ten (10) days following the earlier of (i) the date of written notice from Seller that such Disapproved Title Matters cannot be removed; or (ii) the date Seller declines or is deemed to have declined to remove such Disapproved Title Matters. If Buyer fails to,deliver Buyer's Second Title Notice within said ten (10) day period, Buyer's disapproval of the Disapproved Title Matters shall be deemed waived and Buyer shall be deemed to have agreed to accept title to the Property subject • to the Disapproved Title Matters. 538/014125-0003/3205118.4 a07129/99 • Buyer shall be responsible for notifying the Title Company of any endorsements to the Title Policy Buyer desires to obtain. Prior to the Due Diligence Date, Buyer shall notify Seller in writing of the endorsements the Title Company is reasonably confident can be issued, to Buyer by Title Company on the Close of Escrow (the "Approved Endorsements"). If Buyer fails to timely deliver said notice, Buyer shall be deemed to have agreed to accept title to the Property without any endorsements to the Title Policy. As used herein, the term "Due Diligence Date" shall mean the date Buyer is required to deliver to Seller Buyer's Second Title Notice. 3.2 Disapproval/Termination. If this Agreement is terminated by Buyer as permitted under Section 3.1, Escrow Holder shall repay to Buyer the Deposit. Thereafter, neither party shall have any right or remedy against the other under this Agreement and Buyer and Seller shall share equally any escrow cancellation fees and the cost of the Title Report. 4. ESCROW. 4.1 Onenine of Escrow. Within two (2) business days following the execution of this Agreement by Buyer and Seller, the parties shall open an escrow ("Escrow") with the Escrow Hold- er by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement is delivered to Escrow Holder, together with the Deposit ("Opening of Escrow") 4.2 Close of Escrow: Closing Date. The date for closing the sale of the Property shall be on or before January 2, 2000, or thirty (30) days following final approval of all requisite land use entitlements by the West Covina Planning Commission or City Council, whichever date is later (the "Closing Date"). If, Escrow is not in a condition to close by such date, either parry not then in default hereunder may elect to terminate this Agreement and the Escrow by giving written notice of such termination to the other party and to the Escrow Holder. No such termination shall release either party then in default from liability for such default. If neither party so elects to terminate this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon thereafter as possible. The term "Close of Escrow" shall mean the date on which the Grant Deed is recorded in the Office of the County Recorder of Los Angeles County, California. Possession of the Property shall be delivered by Seller to Buyer on the Closing Date. 4.3 Escrow Instructions. This Agreement, together with any standard instructions of Escrow Holder shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder as well as an agreement between Buyer and Seller. In the event of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail. 4.4 Deliveries by Seller. No later than 1:00 p.m. on the business day preceding the Close of Escrow, Seller shall deliver to Escrow Holder (i) a grant deed in substantially the form of Exhibit "B" attached to this Agreement ("Grant Deed") conveying fee simple title to the Property to the Buyer, duly executed and acknowledged by Seller, and (ii) all other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including Seller's portion of the Escrow fees and prorations. • 4.5 Deliveries by Buyer. No later than 1:00 p.m. on the business day preceding the Close of Escrow, Buyer shall deliver to Escrow Holder (i) the sum of One Million One Hundred 538/014125-0003/3205118.4 a07/29/99 • the parties in a manner consistent with the custom and usage of Escrow Holder. 5. CONDITIONS PRECEDENT TO CLOSE OF ESCROW 5.1 Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or written waiver by Buyer of each of the conditions precedent set forth in this Section 5.1. In the event that any of said conditions are not satisfied and such failure is not due to a material default of Seller, or such failure whether or not due to a material default by Seller is not waived by Buyer in its sole discre- tion, Buyer may terminate this Agreement, in which case all documents and funds, if any, delivered by one party to the other, or to Escrow Holder, shall be returned to the party making delivery. If such failure is due to a material default by Seller, Section 7.1 of this Agreement shall apply and Seller shall be liable for all costs associated with terminating the Escrow. 5.1.1 Seller Performance. Seller shall not be in material default of its obligations under this Agreement. 5.1.2 Seller Deliveries Made. Seller shall have deposited with Escrow Holder all sums and documents required to be deposited by or on behalf of Seller by this Agreement. 5.1.3 Title Policy. Escrow Holder shall be prepared to issue to Buyer a CLTA standard coverage policy of title insurance ("Title Policy"), or, upon Buyer's request, an ALTA extended coverage policy of title insurance, together with the Approved Endorsements issued by the Title Company, with liability in the amount of the Purchase Price, showing fee title to the Property vested in the Buyer, subject only to the matters shown in the Title Report approved or deemed approved by Buyer pursuant to Section 3.1 of this Agreement. Nothing in this Agreement is intended or should be construed as prohibiting Buyer from requesting or obtaining from Title Company any endorsements in addition to the Approved Endorsements. The issuance of such additional endorsements by the Title Company, however, shall not be a condition to the Buyer's obligation to purchase the Property and close the Escrow. 5.1.4 Seller Approval of Tentative Tract Mao. Seller shall have approved all necessary land use entitlements allowing for the development of the Property, including, but not limited to, a general plan amendment, an amendment to the Woodside Village Master Plan, a zone change, a tentative tract map, and a final tract map, which shall provide for and/or require the following: (1) subdivision of the Property into approximately 41 developable lots for the development of approximately 43 dwelling units in substantial conformance with the concept plan attached hereto as Exhibit "C;" (2) dedication to the City of an approximate 20,000-square foot site for public park purposes in substantial conformance to such area depicted on Exhibit "C;" and (3) payment to the City of park in -lieu fees in conformance with the standards set forth within Section 20-40 of the West Covina Municipal Code. Buyer acknowledges and agrees that Seller does not represent or warrant to Buyer that any land use entitlements will be approved or approved by a specified date. 5.2 Conditions to Seller's Obli atg ions. The obligations of Seller under this Agreement to •sell the Property and close the Escrow shall be subject to the satisfaction or written waiver by Seller of each of the conditions precedent set forth in this Section 5.2. In the event that any of said 538/014125-0003/3205118.4 a07/29/99 • Ninety Eight Thousand Dollars ($1,198,000.00) in immediately available funds, and (ii) all other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including Buyer's portion of Escrow fees and prorations. 4.6 Closing. Recording and Disbursements. On or before the Closing Date, and when all conditions precedent to the Close of Escrow set forth in Section 5 of this Agreement have been satisfied, Escrow Holder shall cause the Close of Escrow by taking the actions set forth in this Section 4.6. 4.6.1 Recording. Escrow Holder shall cause the Grant Deed to be recorded in the Official Records of Los Angeles County, and shall obtain and deliver to Buyer and Seller conformed copies thereof. 4.6.2 Funds. Escrow Holder shall disburse to Seller the Purchase Price deposited by Seller with Escrow Holder. 4.6.3 Title Policy. Escrow Holder shall deliver to Buyer the Title Policy referred to in Section 5.1.3 of this Agreement. 4.6.4 Deliver of Documents to Buyer. Escrow Holder shall deliver to Buyer a fully executed and conformed copy of the Grant Deed and any other documents (or copies thereof) deposited by Seller with Escrow Holder pursuant to this Agreement. The original of the Grant Deed shall be returned to Buyer after recordation. 4.6.5 Delivery of Documents to Seller. Escrow Holder shall deliver to Seller a fully executed and conformed copy of the Grant Deed, and any other document (or copies thereof) deposited by Buyer with Escrow Holder pursuant to this Agreement. 4.7 Proration of Taxes. All non -delinquent general and special real property taxes and assessments shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty day (360) year. Any supplemental tax bills received after the Close of Escrow shall be paid by Seller to the extent they relate to a period prior to the Close of Escrow, and by Buyer, to the extent they relate to a period after the Close of Escrow. If a supplemental tax bill covers a period commencing before and continuing after the Close of Escrow, the party named in the bill shall pay the tax and the other party shall reimburse the first party its pro rata share within thirty (30) days after receipt of a copy of the tax bill and evidence of the first parry's payment of same. 4.8 Payment of Costs. Seller shall pay one-half (1/2) of the Escrow fee, one-half (1/2) of all documentary transfer taxes, all title insurance premiums for the Buyer's Title Policy premium which would be incurred for a CLTA form policy, and the charge for drawing the Grant Deed. Buyer shall pay one-half (1/2) of the Escrow fee, one-half (1/2) of all documentary transfer taxes, all charges for recording the Grant Deed, and the title insurance premium for that portion of the Title Policy premium which is attributable to the additional cost of obtaining any endorsements and additional coverage requested by Buyer, including the difference between CLTA and ALTA •coverage. Seller and Buyer shall each be responsible for their respective attorneys' fees and costs. All other costs of Escrow not specifically allocated by this Agreement shall be apportioned between 538/014125-"3/3205118.4 a07Y29/99 • conditions are not satisfied and such failure is not due to a material default of Buyer, or such failure whether or not due to a material default by Buyer is not waived by Seller in its sole discretion, Seller may terminate this Agreement, in which case all documents and funds, if any, delivered by one. party to the other, or to Escrow Holder, shall be returned to the party making delivery. If such failure is due to a material default by Buyer, Section 7.2 of this Agreement shall apply and Buyer shall be liable for all costs associated with terminating the Escrow and the cost of the Title Report. 5.2.1 Buyer's Performance. Buyer shall not be in material default of its obligations under of this Agreement. 5.2.2 Buyer Deliveries Made. Buyer has deposited with Escrow Holder all sums and documents required to be deposited by or on behalf of Buyer by this Agreement. 6. REPRESENTATIONS AND WARRANTIES 6.1 Buyer's Representations and Warranties. Buyer hereby represents, warrants and covenants to Seller as of the date of this Agreement, as follows: 6.1.1 Organization. Buyer is a California General Partnership, duly organized, validly existing and in good standing under the laws of the State of California and qualified to do business in California, with full power and authority to enter into and comply with the terms of this Agreement. 6.1.2 Enforceability. This Agreement and all documents executed by Buyer which are to be delivered to Seller at the Close of Escrow are intended, provided Seller has duly executed those documents requiring Seller's signature, to be legal, valid, and binding obligations of Buyer, and do not and at the time of the Close of Escrow will not violate any provisions of any agreement or judicial order to which Buyer is a parry or to which it is subject. 6.1.3 Bankruptcy. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy or insolvency laws is pending against or contemplated by Buyer. 6.2 Seller's Representations and Warranties. Seller hereby represents, warrants and covenants to Buyer as of the date of this Agreement, as follows: 6.2.1 Organization. Seller is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of California and qualified to do business in California and has the authority to own and convey the Property. 6.2.2 Enforceability. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Close of Escrow are intended, provided Buyer has duly executed those documents requiring Buyer's signature, to be legal, valid, and binding obligations of Seller, and do not and at the time of the Close of Escrow will not violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. • 6.3 Mutual Representations and Covenants, Brokers and Finders. No broker's fee, 18.4 a07/29/99 • finder's fee, commission or similar compensation shall be paid to principals of Buyer or Seller in connection with this Agreement. In the event of a claim for broker's fee, finder's fee, commission or other similar compensation in connection herewith other than as set forth above, Buyer, if such claim is based upon any agreement alleged to have been made by Buyer, hereby agrees to indemnify and hold Seller harmless against any and all liability, loss, cost, damage or expense (including reasonable attorneys' fees and costs) which Seller may sustain or incur by reason of such claim; and Seller, if such claim is based upon any agreement alleged to have been made by Seller, hereby agrees to indemnify and hold Buyer harmless against any and all liability, loss, cost, damage or expense (including reasonable attorneys' fees and costs) which Buyer may sustain or incur by reason of such claim. The provisions of this Section 6.3 shall survive the Close of Escrow or termination of this Agreement. 6.4 Disclaimer. Prior to entering into this Agreement, Buyer shall have had ample opportunity to review all information concerning the Property and to conduct such other independent investigations as Buyer required to determine that it is prepared to complete purchase of the Property on the terms and conditions herein stated. Notwithstanding Seller's representations set forth in this Agreement, Buyer acknowledges that Buyer is purchasing the Property in an "AS IS" condition with no representation or warranty by Seller, express or implied, regarding the presence of uncompacted fill, the condition of the soil, the geology, seismology, hydrology, or similar matters on, under, or affecting the Property, the existence or condition of any improvements in, on, or under the Property, the presence or absence of any hazardous or toxic substances or materials in, on, under, or affecting the Property, or that the Property is suitable for Buyer's contemplated use. Buyer acknowledges that Seller has undertaken no investigation, and does not intend to undertake any investigation, concerning any aspect of the physical or environmental condition of the Property and in no event shall Seller have any obligation under this Agreement to cure or correct any physical defects or problems with respect to the Property. 7. REMEDIES. 7.1 Seller's Default. If Seller materially breaches this Agreement, then Buyer may, at Buyer's option, terminate this Agreement and cancel the Escrow and the Deposit shall be returned to Buyer, or Buyer may initiate an action for specific performance of this Agreement. 7.2 Buyer's Default. IN THE EVENT THAT BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT SELLER WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH. BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY BUYER, HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE AMOUNT OF THE DEPOSIT MADE BY BUYER PURSUANT TO SECTION 2.2.1, AND THAT SUCH DEPOSIT SHALL BE DELIVERED TO SELLER UPON SUCH DEFAULT BY BUYER OR FAILURE OF CONDITION, WITHOUT THE NECESSITY OF AN INSTRUCTION BY BUYER, AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY IN THE EVENT OF AND FOR SUCH •DEFAULT BY BUYER. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, SELLER WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE 538/014125-000313205118.4 a07/29199 • WOULD HAVE HAD UNDER CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND BY THEIR INITIALS AGREE TO BE BOUND BY ITS TERMS. Buyer's Initials Seller's Initials 8. MISCELLANEOUS. 8.1 Assignment. Buyer shall not have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. Regardless of Seller's consent, Buyer shall not be relieved of its responsibility and liability under this Agreement as a result of such assignment. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns. 8.2 Attorneys' Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 8.3 Interpretation: Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. 8.4 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing,upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other parry shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 8.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 8.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this • Agreement shall be valid and enforceable to the fullest extent permitted by law. 538/014125-0003/3205118.4 a07/29/99 • 8.7 Entire Agreement. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. 8.8 Time of Essence: Computation of Time. Time is of the essence with respect to each and every provision of this Agreement. Unless the context otherwise requires, all periods terminating on a given day, period of days, or date shall terminate at 5:00 p.m. on such date or dates and references to "days" shall refer to calendar days; provided, however, in the event that any period terminates on a Saturday, Sunday or legal holiday under the laws of the State of California, the termination of such period shall be on the next succeeding business day. The time in which any act provided under this Agreement is to be done, shall be computed by excluding the first day and including the last, unless the last is a Saturday, Sunday or legal holiday under the laws of the State of California, and then it is also so excluded. 8.9 Notices. All notice required to be delivered under this Agreement to the other parry or to the Escrow Holder must be in writing and shall be effective (i) when personally delivered by the other parry or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: To Seller: City of West Covina 1444 West Garvey Avenue South West Covina, California 91790 Fax: 626/813-8667 Attn: Doug McIsaac Copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Fax: 714/546-9035 Attn: Elizabeth Martyn, Esq. To Buyer: Abell-Helou 148 W. Orange Street Covina, California 91723 Fax: 949/660-8866 Attn: Carol Helou 8.10 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that is all parties are not signatories to the original or the same counterpart. 538/0141254M3/3205118A a07/29/99 • 8.11 Exhibits. Exhibits "A." "B," and "C" attached hereto are incorporated as though fully set forth in this Agreement. • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. CITY OF WEST COVINA, a California municipal corporation By; Gc-cr/ a` Its: "Seller" ATTEST: City Clerk APPROVED AS TO FORM: cG Cityorney � k V ABELL-HELOU, a California General Partnership By: Its: By: Its: AGREED AND ACCEPTED AS OF THIS DAY OF , 1999. FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: "Escrow Holder" "Buyer" 538/0141254)003/3205118.4 a07/29/99 • EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of West Covina, County of Los Angeles, State of California, more particularly described as follows: Lot 51 of Tract No. 31987, as per map recorded in Book 899, page 88 of Maps, in the Office of the County Recorder of the County of Los Angeles. •1 EXHIBIT "A" TO AGREEMENT OF PURCHASE AND SALE 538/014125-0003/3 AND JOINT ESCROW INSTRUCTIONS • EXHIBIT "B" • FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL DEED AND TAX STATEMENTS TO: Abell-Helou 148 W. Orange Street Covina, California 91723 Attn: Carol Helou (Space Above for Recorder's Use Only) DOCUMENTARY TRANSFER TAX $ ...Computed on the consideration or value of property conveyed; or ...Computed on the consideration or value less liens or encumbrances remaining at time of sale. By: Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF WEST COVINA, a California municipal corporation ("Grantor"), does hereby grant to CVP HOMES, LLC, a California limited liability company, that certain real property located in the County of Los Angeles, State of California, and more particularly described in Exhibit "A" attached hereto and by this reference incorporated, herein (the 'Property"), together with all improvements located thereon and all rights, privileges, easements and appurtenances of Grantor appertaining thereto. The Property conveyed hereby is subject to nondelinquent general and special real property taxes and all matters of record. IN WITNESS WHEREOF, Grantor has executed this instrument as of the date hereinafter written. Dated: 1999 CITY OF WEST COVINA, a California municipal corporation By: Its: (signatures continued on next page) EXHIBIT "B" TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS 538/014125-000313 • • ATTEST: City Clerk APPROVED AS TO FORM: City Attorney STATE OF CALIFORNIA ) ss. COUNTY OF ) On personally appeared before me, 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 signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. [SEAL] Notary Public 538/014125-0003/3205118.4 a07/29199 • • LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of West Covina, County of Los Angeles, State of California, more particularly described as follows: Lot 51 of Tract No. 31987, as per map recorded in Book 899, page 88 of Maps, in the Office of the County Recorder of the County of Los Angeles. EXHIBIT "A" TO GRANT DEED 538i014125-"3/3 EXH/B/r ./C ., • ........... �m . IRKSq ;� t®{ T® a ,a 11 ® i FBI'