Resolution - 2019-62RESOLUTION NO. 2019-62
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST
COVINA, CALIFORNIA, APPROVING AND DIRECTING THE CITY
MANAGER TO OPEN ESCROW AND NEGOTIATE & EXECUTE A
PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS
NECESSARY TO COMPLETE THE SALE OF LAND TO BRE DDR BR
EASTLAND CA LLC (BLACKSTONE)
EASTLAND SHOPPING CENTER PARKING FACILITIES (APN NO: 8451-012-907)
The City Council of the City of West Covina, California, does hereby resolves as follows:
SECTION 1. The City Council of the City of West Covina hereby approves and directs the City
Manager to execute a Purchase and Sale Agreement and all other related and necessary documents for
the sale of Parcel D of the Eastland Shopping Center Parking Facilities (APN NO: 8451-012-907) in
substantially the form of Exhibit A, attached hereto and by this reference incorporated herein to BRE
DDR BR EASTLAND CA LLC (BLACKSTONE) .
SECTION 2. The City Clerk shall certify to the adoption of this resolution.
SECTION 3. The City Council finds that the sale of the Eastland Center Parking Facilities (Parcel D) is
exempt from review under the California Environmental Quality Act pursuant to California Code of
Regulations Section 15061 (b) (3) - General rule of no potential for causing significant impact; as the
sale of property does not allow any new uses or activities, and no development approvals are granted by
this purchase and sale of the property.
PASSED, APPROVED, AND ADOPTED this 20`h day of August, 2019.
� -- /�' - I :�L"
Loyd Jo son
Mayor
APPROVE TO FORM ATTEST
/ c
Tho(ma/s arte k Carrie Gallagher.
City Attorney Assistant City Clerk
I, CARRIE GALLAGHER, ASSISTANT CITY CLERK, custodian of the original records, which are public
records which I maintain custody and control for the City of West Covina, California, do HEREBY CERTIFY, the
foregoing resolution, being Resolution No. 2019-62 was adopted at a Regular Meeting of the City Council on
August 20", 2019, by the following roll call vote:
AYES:
Castellanos, Johnson, Lopez-Vaido, Shewmaker, Wu
NOES:
None
ABSENT:
None
ABSTAIN:
None
Carrie Gallagher, CMC
Assistant City Clerk
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made as of the 29th day of August,
2019 (the "Execution Date"), by and between the CITY OF WEST COVINA (a California municipal
corporation) ("Seller"), and BRE DDR BR EASTLAND CA LLC, a Delaware limited liability company
("Purchaser").
RECITALS:
A. Seller is the owner of certain real property situated in the City of West Covina, State of
California, with the tax parcel number 8451-012-907 and more particularly described on Exhibit A attached
hereto ("Parcel D").
B. The parties have agreed to the terms and conditions of the sale and purchase of the Property
at the price and upon the terms and conditions hereinafter set forth, and by these presents desire to confirm
the same in writing.
NOW, THEREFORE, for and in consideration of the premises and mutual covenants and
agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby incorporate the foregoing recitals herein and
further agree as follows:
1. Subject to and in accordance with the terms of this Agreement, "Property" is defined as
follows:
(a) fee simple title to Parcel D;
(b) all of Seller's right, title and interest in and to all improvements situated on Parcel D and
all fixtures and other property affixed thereto, if any (collectively, the "Improvements");
(c) all of Seller's right, title and interest in and to the rights and appurtenances to the extent
pertaining to Parcel D, including all water and mineral rights, rights under any reciprocal easement
agreements, access agreements or other recorded instruments benefiting Parcel D to the extent in effect
prior to Closing, any right, title or interest ofSeller in and to easements, adjacent or contiguous tracts, strips,
gores, streets; alleys or rights -of -way, any reversionary rights to the extent attributable to Parcel D, any
condemnation awards made or to be made in lieu thereof, and any awards for damage to Parcel D by reason
of a change of grade of any highway, street, road or avenue (collectively, the "Appurtenances");
(d) all of Seller's right, title and interest in and to the following, to the extent that the), exist,
are assignable and to the extent related to or arising out ofthe design, construction, ownership, use, leasing,
maintenance, management, service, supply or operation of Parcel D: (i) contracts or agreements such as
maintenance, service, eonstruction, architect; engineering, supply or utility contracts, including all
amendments, modifications and supplements thereto (the "Contracts"), (ii) warranties, guaranties,
indemnities and claims, (iii) development rights, governmental approvals, licenses; permits, certificates of
occupancy or similar entitlements, (iv) plans, drawings, specifications, surveys, engineering reports,
environmental reports and audits, and governmental or regulatory compliance reports, and (v) any operating
agreement, reciprocal easement agreement, utility agreement or other recorded or unrecorded agreement
affecting the Property.
(e) All of Seller's rights, title and interests in and to any covenants conditions and restrictions
to the extent impacting or affecting Parcel D, including, without limitation, the rights of "declarant",
"manager" or similar position under all declarations of covenants, operating covenants, condominium
documents, to the extent they exist and are held or controlled by Seller to the extent affecting Parcel D
(the "Contract Rights").
2. Purchase and Sale. Purchaser agrees to acquire the Property, and Seller agrees to sell the
Property, in "as is, where is" condition, pursuant to the terns and conditions set forth herein.
Purchase Price; Deposit.
3.1. Purchase Price. The purchase price for the Property is One Million Nine Hundred
Seventy Five Thousand and No/100 Dollars ($1,975,000.00) (the "Purchase Price"). The Purchase Price
shall be paid by Purchaser to Seller at Closing.
3.2 Deposit. Within three (3) business days after the Effective Date ofthis Agreement,
Purchaser shall deliver to Escrow Agent a cash deposit often thousand and 00/100 ($10,000.00) (the
"Deposit"). Upon expiration of the Due Diligence Period, the Deposit shall be nonrefundable except as
otherwise expressly provided in this Agreement.
4. Seller's Representations and Warranties. In order to induce Purchaser to enter into this
Agreement and to purchase the Property, Seller makes the following representations and warranties as of
the date hereof.
4.1 Seller's Authority; Property Documents. Seller is a validly existing entity
qualified to transact business in California. Seller and the persons executing this Agreement on behalf of
Seller have the full right, power and authority to enter into this Agreement, to cause Seller to sell the
Property to Purchaser and to otherwise perform Seller's obligations hereunder without the consent of any
other person, entity or Governmental Authority (as defined below). The sale ofthe Property shall not render
Seller insolvent; the sale of the Property pursuant to this Agreement shall not violate any law, ordinance,
judgment, decree or order to which it or the Property is subject or which affects the Property. Seller is not
a "foreign person" as that term is defined by Section 1445 of the Internal Revenue Code of 1986, as
amended (the "Code"). Seller is the owner of the Property.
4.2 Condemnation. There is no taking by power of eminent domain or condemnation
or threat thereof, whether for the permanent or temporary taking, of all or any portion of the Property.
4.3 Litieation. There is no pending or threatened order, actions, suits, complaints,
arbitration, protests, judgments, claims, litigation, proceedings, investigations, writ, award, ruling, charge,
injunction or decree of any court or governmental agency against or naming Seller or the Property or
otherwise affecting Seller, the Property, or any right or obligation benefitting or burdening the Property
following Closing, or which would cloud Purchaser's title to the Property or any portion thereof or Seller's
right to sell or Purchaser's right to purchase the Property or any portion thereof.
4.4 Absence of Bankruptcy. Seller has not commenced a voluntary case, nor has an
involuntary receivership proceeding been commenced against Seller, nor has Seller consented to the entry
of an order for relief against it in an involuntary case in bankruptcy, nor consented to the appointment of a
receiver for it or for any of its properties including the Property, nor has a court of competentjurisdiction
entered an order or decree under any bankruptcy law that is for relief against Seller in an involuntary case
or that appoints a custodian for Seller or for all or any substantial part of the property of Seller.
4.5 Leases. There are no leases, ground leases, occupancy agreements, or rights of
possession affecting the Property.
4.6 Contracts. There are no written or oral Contracts or other agreements to which
Seller is a party or is bound and which relate to the Property or any portion thereof or any other contracts
or agreements which gives rise to a right to lien, attach or levy the Property or any portion thereof, or assert
a claim against Purchaser or be binding on the Property.
4.7 No Notice of Violation, Misc. (a) Seller has complied and is in compliance with
all applicable laws and no action, suit, proceeding, hearing, investigation, charge, complaint, claim;
demand, or notice has been filed or commenced against Seller alleging any failure to so comply, (b) Seller
has not received any written notice not previously cured from any governmental authority or quasi -
governmental authority having jurisdiction over the Property (each, a "Governmental Authority") that
the Property (or any part thereof) is subject to any tine, levy, penalty, special tax, or is in violation of any
law, ordinance, rule, order, regulation or requirement affecting the Property or any part thereof, including,
without limitation, those pertaining to zoning, land use, or environmental matters, (c) Seller has not received
any notice from any federal, city, county, state or other governmental authority of any order or directive
requiring any work of repair, maintenance or improvement be performed on the Property or relating to
defects in the Property or relating to noncompliance with any applicable laws or regulations, and (d) Seller
has not received any written notice of any special assessments to be or contemplated as being imposed
against the Property after the date hereof.
4.8 OFAC Compliance. Seller is in compliance with the requirements of Executive
Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements
contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury
("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the
Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Seller
is not: (1) listed on the Specially Designated Nationals and Blacked Persons List maintained by OFAC
pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to
any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are
collectively referred to as the "Lists"); (2) a person or entity who has been determined by competent
authority to be subject to the prohibitions contained in the Orders; or (3) owned or controlled by, or acts for
or on behalf of, any person or entity on the Lists or any other person or entity that has been determined by
competent authority to be subject to the prohibitions contained in the Orders.
5. Purchaser's Representations and Warranties. In order to induce Seller to enter into this
Agreement, Purchaser makes the following representations and warranties as of the date hereof.
5.1 Purchaser Authority. Purchaser is a validly existing entity and is authorized to
transact business in California. Each of Purchaser and the persons executing this Agreement on behalf of
Purchaser has the full right, power and authority to enter into this Agreement, to purchase the Property from
Seller and to perform its obligations hereunder without the consent of any other person, entity or
Governmental Authority. The execution and delivery by Purchaser of, and the performance and compliance
by Purchaser with, the terns of this Agreement do not violate any term, condition or provision of (i)
Purchaser's organizational or governing documents, (ii) any judgment, order, injunction, decree, regulation
or ruling, of any court or other Governmental Authority to which Purchaser is subject, or (iii) any material
agreement or contract to which Purchaser is a party or is bound. Purchaser is not a "foreign person" as that
term is defined by the Code.
5.2 Legal Proceedings. There are no judgments, liens, claims, litigation, legal or
administrative proceedings that have concluded, are pending or, to Purchaser's knowledge, are threatened
against or affecting Purchaser which have limited or impaired or could reasonably be expected to limit or
impair Purchaser's consummation of the transactions contemplated in this Agreement.
5.3 Absence of Bankruptcy. Purchaser has not commenced a voluntary case, nor has
an involuntary receivership proceeding been commenced against Purchaser, nor has Purchaser consented
to the entry of an order for relief against it in an involuntary case in bankruptcy, nor consented to the
appointment of a receiver for it or for all or a substantial part of its property, nor has a court of competent
jurisdiction entered an order or decree under any banluuptcy law that is for relief against Purchaser in an
involuntary case or that appoints a custodian for Purchaser or for all or any substantial part of the property
of Purchaser.
5.4 OFAC Compliance. Purchaser is in compliance with the requirements of the
Orders and other similar requirements contained in the rules and regulations of the OFAC and Purchaser is
not (1) listed on the Lists, (2) a person or entity who has been determined by competent authority to be
subject to the prohibitions contained in the Orders; or (3) owned or controlled by, or acts for or on behalf
of, any person or entity on the Lists or any other person or entity that has been determined by competent
authority to be subject to the prohibitions contained in the Orders.
G. Survival of Representations and Warranties. The representations and warranties of
Seller as set forth in Section 4 and in any document or certificate delivered to Purchaser pursuant to this
Agreement shall survive Closing for one (1) year.
Due Diligence Period; Title.
7.1 Due Diligence Period. During the period commencing on the Effective Date and
expiring at 5:00 PM (Pacific Time) on September 30, 2019 (the "Due Diligence Period"), Seller shall
permit Purchaser and Purchaser's representatives to enter the Property at any time for the purpose of
conducting inspections and investigations reasonably required by Purchaser in order to determine the
suitability of the Property for Purchaser's purposes (collectively, the "Inspections"). From and after the
expiration of the Due Diligence Period, Purchaser shall continue to have the right to perform Inspections
in accordance with this Agreement. If the results of the Inspections are not acceptable to Purchaser,
Purchaser, in its sole discretion, may terminate this Agreement by written notice given to Seller prior to the
expiration of the Due Diligence Period, in which event the Escrow Agent shall return the Deposit to
Purchaser. If Purchaser fails to terminate this Agreement prior to the expiration of the Due Diligence Period
in accordance with the foregoing sentence, Purchaser shall be deemed to have terminated this Agreement.
7.2 Title. At Closing, title to the Property shall be conveyed to Purchaser in fee simple,
by grant deed, subject to (collectively, the "Permitted Exceptions") (i) all documents of record, (ii) all
matters that would be disclosed by a current AL,TA survey of Parcel D, (iii) all zoning, land use and other
laws of general applicability, and (iv) any lien or encumbrance or other matter of title created by Purchaser
or any party claiming by, through or under Purchaser.
7.3 Standard Exceptions and Monetary Objections. Seller shall, at Seller's cost and
expense: (a) cure any so-called general exceptions in Schedule B, Section 2 of the Title Commitment to the
extent the same may be removed by an owner's affidavit from Seller in form approved by Seller and the
Title Company (the "Seller's Affidavit") (other than those which will be cured by delivery of a current
ALTA survey of the Property to the Title Company (as defined below)); and (b) cure those monetary
encumbrances to title (herein referred to as "Monetary Objections"), as follows:
All mortgages or deeds of trust affecting the Property;
(ii) All past due real estate taxes and assessments, business improvement
district taxes, vault fees, fines, penalties and other governmental assessments of any kind constituting (or
which may constitute) a lien against the Property that are due and payable on or before the Closing Date, if
any;
(iii) All mechanics' and materialmen's liens arising out of work performed or
materials supplied to the Property, but expressly excluding any lien arising from Purchaser's activities;
(iv) All judgments against Seller which have attached to and become a lien
against the Property; and
(v) All liens or encumbrances against the Property arising by reason of an act
or omission of Seller which can be discharged by the payment of a sum certain.
Closing.
7.4 Cure of Monetary Objections. Seller shall cure all Monetary Objections at
8. Conditions Precedent to Closing.
8.1 Conditions Precedent to Purchaser's Obligation to Close. It shall be a condition
precedent to Purchaser's obligation to consummate the Closing hereunder that each and every one of the
following conditions shall have been satisfied (or waived in writing by Purchaser) on the Closing Date:
8.1.1 Representations and Warranties. Each of Seller's representations and
warranties contained herein shall be true and correct in all material respects on the date hereof.
8.1.2 Title Insurance. Title to the Property will be good and marketable,
insurable at customary rates and good of record and in fact, free and clear of all liens, encumbrances,
easements, leases, conditions and other matters affecting title, recorded or unrecorded, other than the
Permitted Exceptions, which condition shall be evidenced if the Title Company will commit to issue and
deliver to Purchaser (or its designee) an owner's policy of title insurance (the "Title Policy") subject only
to the Permitted Exceptions, in the amount of the Purchase Price, and insuring Purchaser (or its designee)
as the insured thereunder, in accordance with the title commitment issued by the Title Company to
Purchaser (the "Title Commitment"), a copy of which was previously provided to Seller, provided that
(A) Purchaser (or its designee) has complied with the requirements to be complied with by Purchaser under
Section 1 of Schedule B of the Title Commitment, and (B) Purchaser (or its designee) has paid to the Title
Company the title insurance premium required to be paid in connection with issuance of the Title Policy.
8.1.4 Seller's Covenants. The covenants of Seller set forth in this Agreement
shall have been fidfilled by Seller in all material respects.
8.2 Condition Precedent to Seller's Obligation to Close. It shall be a condition
precedent to Seller's obligation to consummate the Closing hereunder that each and every one of the
following conditions shall have been satisfied (or waived in writing by Seller) on the Closing Date as
indicated below:
8.2.1 Representations and Warranties of Purchaser. Each of Purchaser's
representations and warranties contained herein shall be true and correct in all material respects on the date
hereof.
8.2.2 Purchaser's Covenants. The covenants of Purchaser set forth in this
Agreement shall have been fulfilled by Purchaser in all material respects.
9. Closing. The purchase and sale contemplated herein shall be consummated at a closing
("Closing") which shall take place on the date that is thirty (30) days following the expiration of the Due
Diligence Period (such date, the "Closing Date"); provided that Purchaser may (i) accelerate the Closing
Date to a date no earlier than five (5) days after written notice from Purchaser of such acceleration; or (ii)
extend the Closing Date by up to 30 days by providing written notice to Seller no later than three (3) days
prior to the then -scheduled Closing Date. Purchaser may request an additional 30-day extension by
provid ing written notice to Seller no later than thine (3) days prior to the then -first extended Closing Date
and upon Sellers receipt of an additional twenty thousand dollar ($20,000) non-refundable deposit. The
Closing shall take place on the Closing Date at the offices of Lexington National Land Services LLC (as
agent for First American Title Insurance Company) (the "Title Company"), located at 39 West 37th Street,
Fl. 12A, New York, New York 10018, Attention: Fanny Trataros, Telephone: (646) 237-0825 (the
"Escrow Agent"), and shall be conducted through a customary escrow of deliveries for Closing by the
parties.
10. Seller's Deliveries. At Closing, Seller shall execute, as appropriate, and deliver, or cause
the following to be delivered to Purchaser or the Escrow Agent, as customary:
10.1 Deed. A grant deed ("Deed") in the form attached hereto as Exhibit C.
10.2 Seller's Affidavit. The Seller's Affidavit to the Title Company.
10.3 FIRPTA Affidavit. An affidavit certifying that Seller is not a "foreign person" as
that term is defined by Section 1445 of the Code, in the form prescribed by the regulations promulgated
under the Code.
10.3 California Form 593-C. A California Form 593-C, in form sufficient to relieve
Purchaser of any withholding obligation.
10.4 Closing Statement. One (1) executed original of the closing statement (the
"Closing Statement") as prepared by the Escrow Agent and approved by the parties reflecting the Purchase
Price, proration and adjustments as described in Section 13 below).
10.5 Other Documents. All other items or documents as are required by this
Agreement or the Title Company to be delivered by Seller at Closing, consistent with the obligations of
Seller hereunder, including, without limitation, all requisite recordation and transfer tax forms.
11. Purchaser's Deliveries. At Closing, Purchaser shall execute, as appropriate, and deliver,
or cause the following to be delivered to Seller or the Escrow Agent as customary:
11.1 Purchase Price. Payment of the Purchase Price (less the Deposit) by bank wire
transfer to the Escrow Agent.
11.2 Closing Statement. One (1) executed original of the Closing Statement.
11.3 Other Documents. All other items or documents as are required by this
Agreement or the Title Company to be delivered by Purchaser at Closing, consistent with the obligations
of Purchaser hereunder, including, without limitation, all requisite recordation and transfer tax forms.
12. Release of Closing Escrow. Upon receipt of Seller's and Purchaser's deliveries as
described in Sections 10 and I above, and the satisfaction or waiver of the conditions to Closing by the
patties, Escrow Agent shall (A) disburse all cash proceeds due and payable to Seller as indicated on the
Closing Statement in accordance with Seller's wiring instructions attached hereto as Exhibit B, and
disburse any other Closing proceeds as indicated on the Closing Statement, and (B) record the Deed.
13. Closing Charges. Seller shall pay all costs of removing any Monetary Objections and all
of the cost of any transfer taxes and similar taxes attributable to, pertaining to, or otherwise due and payable
in connection with, the sale of the Property and the delivery of the Deed, and one half of any fees, settlement
and escrow charges of the Escrow Agent. Purchaser shall pay the cost of recording the Deed, all title
examination costs (including costs of the Title Commitment), premiums due in connection with the Title
Policy, and one half of any fees, settlement and escrow charges of the Escrow Agent. Purchaser and Seller
each shall pay its own legal fees related to the preparation ofthis Agreement and all documents required to
settle the transaction contemplated hereby. All other Closing costs shall be allocated according to custom
for land sale transactions in the County of Los Angeles.
14. Brokerage Commission. Seller and Purchaser represent and warrant to each other that
they have dealt with no brokers or finders in connection with the sale of the Property. Seller and Purchaser
represent and warrant to each other that no brokerage fee or real estate commission is or shall be due or
owing in connection with this transaction, and Seller and Purchaser hereby indemnify and hold the other
harmless from any and all loss, costs or damage (including, without limitation, reasonable attorneys' fees
and expenses) arising out of any claims of any broker or agent so claiming based on action or alleged action
of the indemnifying party.
15. Miscellaneous Provisions.
15.1 Completeness and Modification. This Agreement and all exhibits hereto,
constitute the entire agreement between the patties hereto with respect to the transactions contemplated
herein, and it supersedes all prior discussions, understandings or agreements between the parties. This
Agreement shall not be modified or amended except by an instrument or writing signed by and on behalf
of the parties. There are no oral agreements between the parties.
15.2 Additional Documents. Purchaser and Seller shall, at any time after the Closing,
duly execute and deliver to each other any additional documents and instruments, and shall take or cause
to be taken such farther actions (including the making of filings), which are reasonably necessary in
connection with the consummation of the purchase and sale contemplated herein.
15.3 SeverabilitV. If fulfillment of any provision of this Agreement, or performance of
any transaction related hereto, at the time such fulfillment or performance shall be due, shall involve
transcending the limit of validity prescribed by law, then the obligation to be fulfilled or performed shall
be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates
or would prospectively operate to invalidate this Agreement in whole or in part, then such clause or
provision only shall be held ineffective, as though not herein contained, and the remainder of this
Agreement shall remain operative and in full force and effect.
15.4 Construction. Each party hereto hereby acknowledges that all parties hereto
participated equally in the negotiation and drafting of this Agreement and that, accordingly, no court
construing this Agreement shall construe it more stringently against one party than against the other.
15.5 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.
15.6 Assignment Purchaser may assign its rights and obligations under this
Agreement, without the consent of Seller, to GREF GG EASTLAND CENTER LP, a Delaware limited
liability company, and/or to DWS Alternatives GmbH, a German limited liability company not in its
individual capacity, but acting on behalf of and with its liability limited to the assets of "Global Real Estate
Fund", a German Spezia]-AIF. Upon such assignment, Seller shall have no further rights or obligations
under this Agreement.
15.7 Waiver; Modification. Failure by Purchaser or Seller to insist upon or enforce
any of its rights hereto shall not constitute a waiver thereof.
15.8 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California (without reference to any contrary choice of law provisions of the State of
California). SELLER AND PURCHASER FURTHER COVENANT AND AGREE THAT IN ANY
ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON THIS
AGREEMENT OR ANY OF THE CLOSING DOCUMENTS DELIVERED HEREUNDER, EACH
SHALL AND DOES HEREBY WAIVE TRIAL BY JURY, TO THE FULLEST EXTENT
AVAILABLE.
15.9 Headings. The headings are used herein for convenience of reference only, and
shall not be deemed to vary the content of this Agreement.
15.10 Exhibits. All Exhibits and Schedules attached hereto are incorporated herein and
made a part of this Agreement
15.11 Counterparts. To facilitate execution, this Agreement may be executed in as
many counterparts as may be required; and it shall not be necessary thatthe signature ofeach party, or that
the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient
that the signature of each party or that the signatures of the persons required to bind any party, appear on
one or more such counterparts. All counterparts shall collectively constitute a single agreement.
15.12 Notices. All notices, requests, consents, and other communications hereunder shall
be in writing and shall be personally delivered, sent by Federal Express or other nationally recognized
overnight delivery service to the addresses indicated below.
If intended for Purchaser to:
BRE DDR BR EASTLAND CA LLC
c/o Blackstone Real Estate Advisors L.P.
345 Park Avenue
New York, New York 10154
Attention: Andrea Drasites
Email: andrea.drasites@blackstone.com
With a copy to: Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Attn: Peter C. Bergan, Jr.
E-mail: pbergan@jonesday.com
If intended for Seller to:
City of West Covina
1444 West Garvey Avenue South
West Covina, CA 91791
Attn: David Carmany, Interim City Manager
Email: dcarmany@westcovina.org
With a copy to: Jones & Mayer
3777 N. Harbor Blvd,
Fullerton, CA 92835
Attn: Thomas Duarte, City Attorney
Email: tpd&ones-rnayer.com
The addresses and parties set forth above may be changed from time to time by any party by notice to the
other. For purposes of this Agreement, notices shall be effective upon receipt or refusal thereof.
15.13 Merger.. Except as otherwise expressly provided in this Agreement, this
Agreement and all of the representations, warranties, covenants and agreements of the parties set forth in
this Agreement shall not survive Closing under this Agreement and shall merge into the delivery of the
Deed under this Agreement.
15.14 Prevailing Party. If either Seller or Purchaser, or their respective successors or
assigns, file suit to enforce the surviving obligations of the other party under this Agreement, the prevailing
party shall be entitled to recover the reasonable fees and expenses of its attorneys and court costs.
15,15 As -Is Sale. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY
REPRESENTATIONS OR WARRANTIES OF ANY 14-M OR CHARACTER, EXPRESSED OR
IMPLIED, WITH RESPECT TO THE PROPERTY OR LOT, INCLUDING, BUT NOT LIMITED
TO, ANY REPRESENTATIONS OR WARRANTIES AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PARKING RIGHTS, TITLE
(OTHER THAN SELLER'S IMPLIED COVENANTS CONTAINED IN THE DEED), ZONING,
TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL DEFECTS
OR CONDITIONS, VALUATION, THE COMPLIANCE OF THE PROPERTY WITH
COVENANTS OR LAWS, OR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
INFORMATION PROVIDED TO PURCHASER. PURCHASER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT PROVIDES FOR A SALE AND CONVEYANCE OF, AND
UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER
SHALL ACCEPT, THE PROPERTY, "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO
THE EXTENT EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT. PURCHASERi
REPRESENTS TO SELLER THAT PRIOR TO THE EXECUTION DATE PURCHASER HAS
HAD THE OPPORTUNITY TO CONDUCT INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, LEGAL COMPLIANCE AND THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF, AND, EXCEPT FOR SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS EXPRESSLY ARE
SET FORTH IN THIS AGREEMENT, SHALL RELY SOLELY UPON SUCH PURCHASER
INVESTIGATIONS AND FROM AND AFTER CLOSING, PURCHASER SHALL HAVE NO
RIGHT OF CONTRIBUTION OR PAYMENT WITH RESPECT TO ANY PRE-EXISTING
ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY.
15.16 Timin . Time is of the essence of this Agreement.
15.17 No Recordation. Neither this Agreement nor any memorandum hereof may be
recorded or filed in any public records unless the prior written consent therefor has been given by Seller
and Purchaser. The provisions of this Section 15.17 shall survive the termination of this Agreement.
15.18 No Personal Liability. Anything to the contrary notwithstanding, no officer,
director, trustee, member, agent, representative or employee of Seller shall have personal liability for any
matter pertaining to the transactions contemplated hereby.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
as of the day and year first above written.
PURCHASER:
BRE DDR B EASTLAND CA LLC, a Delaware limited
liability com
By: 11 1
ame: B�.1nr� hIM
Title: QvTHOf\'LrD S>f7Ntgogy
SELLER:
CITY OF THE WEST COVINA (a municipal corporation)
By:
Name: �"`M--rY14 t
Title:. T
List of Exhibits and Schedules
Exhibit A: Legal Description of Parcel D
Exhibit B: Seller's Wiring Instructions
Exhibit C: Form of Deed
EXHIBIT A
Legal Description of Parcel D
PARCEL 4 OF PARCEL MAP NO. 15316, IN THE CITY OF WEST COVINA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 158, PAGES 25 AND 26 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXHIBIT B
Seller's Wiring Instructions
Per Settlement Statement
EXIIIBIT C
FORM OF DEED
FORM OF GRANT DEED
RECORDING REQUESTED BY AND WHEN
RECORDED RETURN "10:
Attention:
MAIL TAX STATEMENTS TO:
Attention:
APN #
(Space above this line.for Recorder's rise)
THE UNDERSIGNED GRANTOR(s) DECLARE(s)
Documentary Transfer Tax is: $ ❑ computed on full value of interest or
City Transfer Tax is: $ property conveyed, or
❑ full value less value of liens or encumbrances
remaining at the time of sale
❑ unincorporated area
❑ the City of
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
a ("Grantor'), hereby GRANTS to
a ("Grantee'), the following described real property
("Property") located in the City of , County of , State of California:
See Exhibit "A" attached hereto and incorporated herein by this reference.
This conveyance is made subject and subordinate to all matters of record, all matters which an
inspection or survey of the Property would disclose, real estate taxes and assessments which are a lien but
are not yet due and payable, leases and rights oftenants under leases, and all applicable laws and ordinances.
The Grantee herein covenants by and for himself or herself, his or her heirs, executors,
administrators and assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status; national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or
though him or her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land.
[Signatures on next page]
DATED:
GRANTOR:
I
By:
Name:
Title:
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of
that document.
State of California
County of
On before me,
(insert name of notary)
Notary Public, personally appeared
who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
EXHIBIT A
Legal Description