HomeMy WebLinkAbout2001-06-12 - AGENDA REPORTS - TMF PURCHASE AGMT SITE ACQUISI (2)CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR
DATE: June 12, 2001
City Manager Approval:
Item to be presented by:
SUBJECT: TRANSIT MAINTENANCE FACILITY, PROJECT NO. F0003 - W9/RYE
SOUTH REALTY, L.L.C. — PURCHASE AGREEMENT (SITE
ACQUISITION)
DEPARTMENT: Transportation & Engineering Services
RECOMMENDED ACTION
City Council approve the Purchase Agreement with W/9 Rye South Realty, L.L.C., a Delaware
Limited Partnership, subject to Federal Transit Administration (FTA) and City Attorney
approval; appropriate an additional $325,000.00 in local match funds from the Transit Fund
balance to Account No. F0003801-8620 for property purchase in the amount of $5,440,000.00,
and for escrow fees not to exceed $50,000.00; and, in consideration of acquiring this site,
appropriate $357,000.00 from Proposition A fund balance to Account No. F0003206-8001 as the
20 percent local match fund for the design of the project; and authorize the City Manager or
designee to execute all documents, subject to City Attorney approval.
BACKGROUND
The Transit Maintenance Facility (TMF) project is a City proposal for the property acquisition,
design, and construction of a permanent facility to accommodate the operation, maintenance,
and administrative functions of the City's transit system. In February 1997, the City Council
approved the Transportation Development Plan, which identified the growth needs of the City's
transit system over the next 20 years, including needed facilities to serve the present system
and future service expansion. Subsequent to City Council approval on March 10, 1998, the
Transit Maintenance Facility Study was prepared to determine the facility's future needs and
to identify a number of candidate properties suitable for the future site of the TMF.
From the 20 sites listed, four were selected for further evaluation: Saugus Speedway,
Valley Business Center, Porta Bella, and Rye Canyon Business Park. At the City Council's
direction, staff evaluated the final four sites on the basis of accessibility, availability, readiness,
and potential for environmental liability/remediation. Based on the attributes and constraints
identified for each of the potential sites, the Rye Canyon Business Park became the preferred
site.
The preferred site is approximately a 11.86 -gross -acre vacant industrial lot located in the
Rye Canyon Business Park, owned by W/9 Rye South Realty, L.L.C., a Delaware Limited
Partnership. The site is identified as Lot 2 of Tract Map No. 52673-02, situated at the
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TRANSIT MAINTENANCE FACILITY, PROJECT NO. F0003
W/9 RYE SOUTH REALTY, L.L.C.: PURCHASE AGREEMENT
June 12, 2001— Page 2
southeast corner of future Galaxy Way and Constellation Road, approximately 2,000 feet north
of the intersection of Newhall Ranch Road and Copper Hill Drive, adjacent to the
Valencia Industrial Center. The lot is rough -graded, relatively level, and developable, with
street improvements and utility connections to the site. The westerly quarter of the site is
traversed by the San Gabriel Fault, considered to be an active fault, and has been identified as
a "Restricted Use Zone" (RUZ). The presence of the RUZ prohibits development of structures
for human occupancy within the zone, but allows for parking and landscaping requirements,
and has reduced the appraised value of the property accordingly.
A Mitigated Negative Declaration (MND) and a Categorical Exclusion (CE) were prepared for
the Rye Canyon Business Park site and circulated for public comment. On March 28, 2000, the
City Council approved the resolution to adopt the Mitigated Negative Declaration prepared for
the subject site, thereby granting CEQA (state) environmental clearance. In April 2000, the
FTA approved the CE prepared for the site and granted NEPA (federal) clearance. In addition,
both an appraisal and a review appraisal have been completed in accordance with FTA
guidelines.
The City's existing transit facility, built in 1969, is located in the Valencia Industrial Park and
was not designed for bus maintenance. The existing facility services a fleet of 75 vehicles, but
is adequate for only 25 to 30 vehicles. The size of the facility allows for the inspection of no
more than three vehicles at any given time, has no on-site fueling capacity, and does not have
adequate parking for the City's transit fleet. Currently, the fleet is parked at three off-site
locations, with the farthest site being six miles away. The existing facility has been identified
in three separate external audits as severely deficient in all respects. These inefficiencies
increase operating costs by approximately $1 million annually.
Phase I of the proposed TMF project consists of the acquisition of an approximately 12 -acre site,
and construction of facilities to meet existing needs and short-term expansion for the next five
to ten years. Phase I would address all deficiencies and would provide for the use of alternative
fuels to meet new regulations expected in the next 12 months. At ultimate buildout, the TMF
would provide approximately 53,800 square feet for fleet maintenance and 18,200 square feet
for operations and administrative functions.
At the February 13, 2001 City Council Closed Session, the City Council authorized the
City Manager to transmit a formal offer for the purchase of the subject site in the Rye Canyon
Business Park to accommodate the future Transit Maintenance Facility. The
Purchase Agreement for acquisition of Lot 2 of Tract Map No. 52673-02, Book 1252, Page 67
of Los Angeles County is available in the City Clerk's reading file.
The subject property is now appraised at $5,310,000.00, based upon the value of a finished
developable lot in a completed industrial tract. At this time, staff is recommending that the
City Council approve the Purchase Agreement with W/9 Rye South Realty, L.L.C., a
Delaware Limited Partnership, and authorize this purchase in the amount of $5,440,000.00.
TRANSIT MAINTENANCE FACILITY, PROJECT NO. F0003
W/9 RYE SOUTH REALTY, L.L.C.: PURCHASE AGREEMENT
June 12, 2001— Page 3
This purchase amount is 2.4 percent above the current appraised value and less than
$80,000.00 above the maximum amount previously authorized by City Council. In
consideration of the uncertainties associated with protracted litigation and a potential jury
decision, staff is recommending that the City Council authorize the purchase price
recommended above.
ALTERNATIVE ACTIONS
1. City Council not approve the Purchase Agreement, and direct staff to initiate eminent
domain proceedings to acquire property needed to accommodate the future
Transit Maintenance Facility project.
2. Other action as determined by the City Council.
FISCAL IMPACT
The total estimated cost of the Transit Maintenance Facility (TMF) is $26.5 million. Staff
intends to request that construction of the TMF be phased for current and short-term growth
needs, with future construction phased as needed. Phase I is estimated to cost approximately
$17.5 million, with 80 percent federal funds ($14 million) matched by 20 percent local funds
($3.5 million). The proposed Transit Maintenance Facility is a federally funded transit project,
with 80 percent of the total project cost funded by Federal Transit Administration (FTA) grants
and 20 percent of the project cost to be funded by local match contributions.
At this time, adequate federal grant funds are available to acquire the subject property for the
proposed facility and to complete the design of the project. Currently, the City has a
$765,000.00 balance of local funds budgeted for this project. However, additional available non -
discretionary transit funding is needed to satisfy the required 20 percent local match as follows:
$325,000.00 for site acquisition, and $357,000.00 for the design of the facility.
ATTACHMENT
Purchase and Sale Agreement (available in City Clerk's reading file)
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council \tmf\CM-061201Agrmnt.doc
ESCROW NO.:
PARCEL NO.:
PROJECT: City of Santa Clarita--Transit Maintenance Facility
TITLE REPORT NO.:
AGREEMENT FOR ACQUISITION OF REAL PROPERTY
(WITH CONTINGENCIES AND ESCROW INSTRUCTIONS)
THIS AGREEMENT FOR ACQUISITION OF REAL PROPERTY (the "Agreement") is
made and entered into this day of June, 2001 by and between The City of Santa Clarita, a
general law city (hereinafter called "Buyer"), and W9/Rye South Realty, L.L.C., a Delaware
limited liability company (hereinafter called "Seller"), for acquisition by Buyer of certain real
property as hereinafter set forth.
RECITALS:
A. The City of Santa Clarita (Buyer) is seeking to acquire a property for the relocation and
expansion of its municipal transit maintenance facility, the development of which is hereinafter
referred to as the City's "Project."
B. The City has secured federal funding through the Federal Transit Administration (FTA)
to aid in funding the property acquisition for the Project, and seeks to pursue its property
acquisition efforts for the Project in conformance with State and Federal funding guidelines.
C. Seller owns certain property in the City of Santa Clarita, which Seller is in the process of
subdividing for sale and development, and which Seller desires to sell to Buyer in conjunction
with the Project.
D. Buyer and Seller are entering into this Agreement to effect the sale of Seller's property
identified herein to Buyer, under the following terms and conditions.
IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this
Agreement, all that certain unimproved real property (hereinafter called "Property") situated in
the City of Santa Clarita, County of Los Angeles, State of California, and legally described as
follows:
Lot 2 of Tract 52673-02, filed in Book 1252, Pages 59 through 68, inclusive of
miscellaneous maps, Records of Los Angeles County, California, September 27, 2000.
which is in the development commonly referred to as the "Rye Canyon Business Park."
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2. PURCHASE PRICE. The total purchase price, payable in cash through Escrow is Five
Million Four Hundred Forty Thousand Dollars ($5,440,000) (the "Purchase Price"), as that
amount may be adjusted pursuant to Paragraph 4.B. of this Agreement. The Purchase Price will
be paid upon the Closing (defined below), which is to occur only upon the removal of all sale
contingencies specified in this Agreement. Buyer acknowledges, agrees and represents to Seller
that Seller shall have no obligation to pay current or future Bridge and Thoroughfare Fees
required or imposed by the City of Santa Clarita in conjunction with the Property nor in
conjunction with Buyer's development of the Property. The foregoing shall survive and continue
after the Closing.
3. SITE PREPARATION AND MAINTENANCE OBLIGATIONS. Prior to the
Closing, all slopes upon the Property are to be landscaped and irrigated by Seller, at Seller's cost
and expense, in accordance with (i) that certain Pre -Annexation and Development Agreement
No. 96-001, by and between Seller's predecessor -in -interest, Lockheed Martin Corporation and
Buyer (the "Development Agreement") and (ii) the City's subdivision regulations and conditions
of approval. Such irrigation and landscaping is to be maintained by Seller in good condition up
to and including the date of the Closing. Further, Seller agrees to continue providing Property
maintenance in conformance with State Storm Water Prevention Plan (the "SSWP") after the
Closing until such time as the roadway improvements are completed. After the later to occur of
(a) completion of the road improvements and (b) the Closing, Buyer shall maintain the Property
in conformance with the SSWP. In the event the roadway improvements are not completed prior
to the Closing, Buyer will grant to Seller an irrevocable license for access to the Property for
maintenance purposes, as fully described in a License Agreement between the parties, the form
of which shall be agreed upon in good faith prior to 5:00 p.m. (Pacific Time) on the Approval
Date (defined below), or the Extended Approval Date (defined below), as applicable. In the
event that the parties fail to agree upon the form of the License Agreement by such time, either
Buyer or Seller may elect to terminate this Agreementand neither Dartv will_have any oblieation
termination of this Agreement. For purposes of this Agreement, the term "roadway
improvements" shall mean and refer to the paving, curb installation and sidewalk installation (to
the extent required by the City of Santa Clarita) for those portions of Constellation Road and
Alta Vista/Galaxy Way that front the Property. The obligations set forth in this paragraph shall
survive and continue after the Closing. If the Property is not maintained in accordance with the
provisions of this paragraph, Buyer reserves the right to seek reimbursement from Seller for any
reasonable costs Buyer incurs in restoring the Property to the condition required by this
Paragraph to have existed as of the date of the Closing;rop vided, Buyer shall provide Seller with
written notice at least ten (10) business days prior to commencing any restoration of the Property
or incurring any expense in connection with such restoration.
4. SALE CONTINGENCIES.
A. Completion of all Tract Roadway and Public Utility Improvements. Seller
shall, at Seller's sole cost and expense, complete all roadways and public utility improvements
shown within the tract map 52673-02 Rye Canyon Business Park, and such off-site
improvements required in the conditions of said tract map approval, all of the foregoing in
accordance with the Development Agreement. If such improvements are not completed prior to
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the Closing, Seller agrees to maintain the existing payment and performance bonds required by
the City of Santa Clarita to secure the performance of Seller under the Development Agreement
(the "Bonds"). Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date, or the
Extended Approval Date (as applicable), to approve the Bonds. If Buyer fails to approve the
Bonds by such time, the Agreement shall terminate and the parties shall have no further
obligations hereunder except for those provisions that specifically survive the termination of the
Agreement. The cost of the Bonds is to be borne solely by Seller.
B. Testing, Inspection, Entry On Premises, And Responsibility For Condition
Of Premises. Seller grants to Buyer, and its authorized agents, permission to enter upon the
Property at all reasonable times prior to the Closing for the purpose of making inspections, tests,
borings, samplings, and other such investigations as Buyer deems reasonable to determine the
physical condition of the Property, including, but not limited to, the existence of biological,
archeological, or geological factors which could affect Buyer's plans for the Property, or to
identify any contamination of the Property by "hazardous materials" (defined below).
Notwithstanding the foregoing, and except for the Geotechnical Tests (defined below), Buyer
shall not be permitted to undertake any intrusive or destructive environmental testing of the
Property, including without limitation a "Phase 11" environmental assessment, without in each
instance first obtaining Seller's written consent thereto, which consent Seller may give or
withhold in Seller's sole and absolute discretion. Subject to the following notification
requirements, Buyer may, at Buyer's sole cost and expense, conduct geotechnical tests (the
"Geotechnical Tests"). Prior to entering the Property (and on each and every occasion), Buyer
shall deliver to Seller prior written notice thereof [or verbal notice wherein Buyer actually speaks
with a representative of Seller (not a voicemail message)] with written notice delivered
immediately thereafter, if requested at such time], and shall afford Seller a reasonable
opportunity to have a representative of Seller present to accompany Buyer while Buyer performs
its evaluations, inspections, tests and other investigations of the physical condition of the
Property. Upon request, Buyer shall promptly deliver to Seller copies of any final reports
prepared by its third party consultants relating to any inspections, tests or investigations of the
Property performed by or on behalf of Buyer. Buyer shall keep the Property free from all liens
and shall indemnify, defend (with counsel reasonably satisfactory to Seller), protect, and hold
Seller and each of the parties comprising Seller and each of their members, officers, trustees,
employees, representatives, agents, lenders, related and affiliated entities, successors and assigns
harmless from and against any and all claims, demands, liabilities, judgments, penalties, losses,
costs, damages, and expenses (including, without limitation, attorneys' and experts' fees and
costs) relating to or arising in any manner whatsoever from any studies, evaluations, inspections,
investigations or tests made by Buyer or Buyer's agents or representatives relating to or in
connection with the Property or entries by Buyer or its agents or representatives in, on or about
the Property; provided, Buyer shall not be liable to Seller under the foregoing indemnity solely
as a result of the discovery by Buyer of a pre-existing condition in or on the Property.
Notwithstanding any provision to the contrary in this Agreement, the indemnity obligations of
Buyer under this Agreement shall survive any termination of this Agreement or the delivery of
the Grant Deed and the transfer of title. In addition to the foregoing indemnity, if there is any
damage to the Property caused by Buyer's and/or its agents' or representatives' entry in or on the
Property, Buyer shall immediately restore the Property substantially to the same condition
existing prior to Buyer's and its agents' or representatives' entry in, on or about the Property.
Should Buyer discover any physical condition of the Property which Buyer deems unacceptable,
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Buyer may terminate this Agreement and cancel the Escrow, by giving written notice to Seller,
by 5:00 p.m. (Pacific Time) on July 6, 2001 (the "Approval Date"); provided, that Buyer may
extend the Approval Date until July 20, 2001 (the "Extended Approval Date") upon written
notice to Seller given on or before 5:00 p.m. (Pacific Time) on July 3, 2001. Upon receipt of
written notice of Buyer's termination of this Agreement, Escrow Agent is to return all money
and documents deposited in Escrow to the party originally making such deposit, and neither
party will have any further obligation to the other under this Agreement, except for such
obligations specifically stated to survive the termination of this Agreement. Buyer's failure to
give written notice of termination per the provisions of this paragraph by 5:00 p.m. (Pacific
Time) on the Approval Date will be deemed Buyer's acceptance of all such conditions of the
Property. In lieu of termination, Buyer and Seller may negotiate an adjustment to the Purchase
Price based upon the corrective and remedial costs identified through Buyer's inspection and
testing processes. Such adjustment to the Purchase Price is to be documented and agreed to
through an amendment to this Agreement approved in writing by the parties. The Purchase Price
stated in Paragraph 2 of this Agreement reflects the agreed price of the Property without the
presence of hazardous materials.
As used in this Agreement, the term "hazardous materials" means all flammable, explosive,
noxious, toxic, or otherwise dangerous materials, wastes, products, or substances, the handling,
use, discharge, or release of which is regulated or the contamination by which is prohibited by
any federal, state, or local statute, ordinance, rule, or regulation, including, but not limited to,
those substances defined as "hazardous substances," "hazardous materials," or "toxic
substances" in the Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq.; The Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq.; The Resource Conservation & Recovery Act, 42 U.S.C. Section
6901, et seq.; and also including those substances defined as "hazardous waste" in Section 25117
of the California Health and Safety Code or as "hazardous substances" in Section 25316 of the
California Health and Safety Code; and those chemicals to which reference is made in the Safe
Drinking Water and Toxic Enforcement Act of 1986, Section 25249.5, et seq. of the California
Health and Safety Code.
Seller represents that, to the best of Seller's knowledge, during Seller's or its affiliated or related
entities' (collectively, the "Seller's Affiliates") ownership of the Property, there has been no
disposal, release, or threatened release of hazardous materials on, from, or under the Property by
Seller or lore—. the Seller's Affiliates or its or their respective members, agents,
representatives, employees or contractors (collectively, the "Seller Parties"). Seller further
represents that except as otherwise disclosed to Buyer prior to the Approval Date-,SeRer-ias-t}et
r the Extended Approval Date, as the case may be. n .;ther Sella nor the Selle 's Affiliates has
received written notice of any disposal, release, or threatened release of hazardous materials on,
from, or under the Property. These representations will survive the Closing and remain in full
force and effect for the twelve (12) month survival period specified in Paragraph 21 below and
will accrue during said twelve (12) month period for the benefit of Buyer and its successors;
provided, that the expiration of these representations at the end of the twelve (12) month survival
period will not limit or preclude Buyer from pursuing against 1bg Seller pr any of the Seller
Parties all other remedies which may be available to it respecting the matters which are not
released pursuant to Paragraph 20.
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Seller agrees to indemnify, defend, and hold harmless Buyer, its elected and appointed officials,
officers and employees from and against any and all costs, expenses, claims, liability, or
damages, including, without limitation, attorney's fees and court costs, resulting from the
presence, existence, use, generation, storage, release or disposal of hazardous materials on the
Property solely and directly by Seller or any of the Seller Parties during the Seller's or the
Seller's Affiliates' ownership of the Property. The foregoing indemnification shall survive the
Closing for a period of twelve (12) months after which time Seller's indemnification of Buyer
and its elected and appointed officials, officers and employees shall expire and be of no further
force or effect. Seller's total aggregate liability under said indemnification shall be limited to
One Million Dollars ($1,000,000). Notwithstanding the foregoing to the contrary, neither the
expiration of the foregoing indemnification at the end of the twelve (12) month survival period,
nor the foregoing Dollar limit, will limit or preclude Buyer from pursuing againstht Seller Qr
anv of the Seller Parties all other remedies which may be available to it respecting the matters
which are not released pursuant to Paragraph 20.
C. Title Approval. This Agreement is expressly subject to and contingent upon
Buyer's approval of title prior to 5:00 p.m. (Pacific Time) on the Approval Date.
(1) Promptly following the date of this Agreement, Seller will cause Fidelity
National Title Insurance Company located at 50 California Street, Suite 3145, San Francisco,
California 94111 (Attention: Mr. Bill Waite) ("Title Company" or "Escrow Agent") to issue to
Buyer (with a copy to Seller) a preliminary report (the "Preliminary Report) for an ALTA
Extended Coverage Policy (Form 1992) for the Property, together with copies of all documents
relating to title exceptions (the "Exceptions") referred to in the Preliminary Report. The
Preliminary Report, together with copies of the Exceptions, must be received by Buyer no later
than June 15, 2001.
(2) Buyer shall approve or disapprove each Exception shown in the
Preliminary Report and any amendments or updates of the Preliminary Report (which must also
be delivered to Seller) prior to 5:00 p.m. (Pacific Time) on the Approval Date. Seller, at Buyer's
request and expense, agrees to cooperate with Buyer in taking such reasonable steps as may be
necessary to eliminate or endorse over Exceptions. The failure by Buyer to give written notice
of its objections to title prior to 5:00 p.m. (Pacific Time) on the Approval Date (as the same may
be extended pursuant to Paragraph 4.B.) shall be deemed Buyer's acceptance of all such title
matters. Notwithstanding the foregoing, on or prior to Closing Seller, at its sole cost and
expense, agrees to remove or cause to be removed any monetary liens or encumbrances affecting
the Property which Seller has created or expressly permitted to exist (other than current taxes and
assessments), and any leases entered into, or rights to possession or occupancy granted or
permitted, by Seller (other than any oil or gas leases).
D. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
AND UTILITY EASEMENTS. Buyer hereby acknowledges and agrees that Seller is in the
process of preparing and, ultimately will record, certain Covenants, Conditions and Restrictions
(the "CC&Rs") as well as several utility easements in connection with the operation and
development of the Park (collectively, the "Utility Easements"). If Buyer ap=ves the Cr&Ra
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as Provided below. Buyer shall cooperate with Seller with respect to the preparation and
recordation of the CC&Rs as well as the recordation of the Utility Easements prior to or
concurrently with the Closing. Without limiting the generality of the foregoing, Buyer shall
execute (and record, if necessary) any and all documents and certificates in connection therewith.
Buyer acknowledges and agrees that the Property shall be subject to the terms, provisions and
conditions of the CC&Rs and the Utility Easements;rop vided, however, Buyer shall have until
5:00 p.m. (Pacific Time) on the Approval Date or the Extended Approval Date, as applicable, to
approve the CC&Rs and the Utility Easements. If Buyer fails to approve the CC&Rs and the
Utility Easements by such time, the Agreement shall terminate and the parties shall have no
further obligations hereunder except for those provisions that specifically survive the termination
of the Agreement. Buyer understands that after the Closing, Seller may need to modify,
supplement or otherwise amend the CC&Rs, and in such regard, Buyer shall fully cooperate with
Seller to effectuate same. The provisions of this Paragraph shall survive the Closing.
5. CONVEYANCE OF TITLE. Upon satisfaction eE, removal or deemed approval of all
sale contingencies referenced in Paragraph 4 and the satisfaction of the additional terms and
conditions specified in this Agreement, Seller agrees to convey by Grant Deed, in the form
attached hereto as Exhibit A, to Buyer marketable fee simple title to the Property free and clear
of all recorded and unrecorded claims, liens, encumbrances, assessments, easements, leases and
taxes, EXCEPT:
A. Non -delinquent taxes for the fiscal year in which this transfer occurs.
B. Those Exceptions approved or deemed approved by Buyer in accordance with the
provisions of Paragraph 4.C.(2) hereinabove.
6. TITLE INSURANCE POLICY. Provided that Buyer has timely delivered to Title
Company an ALTA Survey in insurable form reasonably acceptable to Title Company, Escrow
Agent must, following recording of the Grant Deed to Buyer, provide Buyer with an ALTA
Extended Standard Coverage Policy of Title Insurance (Form 1992) in the full amount of the
Purchase Price, issued by the Title Company, showing title to the Property vested in Buyer,
subject only to the exceptions set forth in Paragraph 5 (the "Title Policy"). Buyer agrees to pay
the premium charged for the Title Policy, but exclusive of the cost of any endorsements
necessary to remove exceptions required to be removed in order to insure title subject only to the
matters specified in Paragraph 5 which will be Seller's expense.
7. ESCROW. Buyer and Seller agree to open an escrow (the "Escrow") in accordance with
this Agreement with Escrow Agent. This Agreement constitutes the joint escrow instructions of
Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby
empowered to act under this Agreement. The parties hereto agree to do all reasonable acts
necessary to close the Escrow in the shortest possible time. Buyer and Seller also agree to
deposit with Escrow Agent any additional instruments as may be reasonably necessary to
complete this transaction. Seller will execute the Grant Deed in favor of Buyer, for deposit into
Escrow concurrently with this Agreement. As soon as possible after the opening of Escrow,
Seller will deposit the Grant Deed with Escrow Agent with instructions to hold said Grant Deed
and not record same until Seller and Buyer, through written instructions, authorize and instruct
CAW1ND0WS\TEMMye.Cit1.dw 6/11/01
Escrow Agent to record the Grant Deed at the Closing. Thereafter, after removal and/or full and
complete satisfaction or deemed approval of all contingencies specified in this Agreement, Buyer
will deposit into Escrow a Certificate of Acceptance of the Grant Deed and the Purchase Price by
no later than the business day prior to the date of the Closing.
Insurance policies for fire or casualty are not to be transferred, and Seller will cancel its own
policies as of the Closing, or after the date Seller fully vacates the Property if later.
All funds received in the Escrow are to be deposited with other escrow funds in a general escrow
trust account(s) and may be transferred to any other such escrow trust account in any State or
National Bank doing business in the State of California. All disbursements must be made by
check or wire transfer from such account.
ESCROW AGENT IS AUTHORIZED AND INSTRUCTED TO COMPLY WITH THE
FOLLOWING TAX ADJUSTMENT PROCEDURE:
A. Pay and charge Seller for any unpaid delinquent taxes and/or any penalties and
interest thereon, and for any delinquent assessments or bonds against the
Property;
B. Escrow is not to be concerned with pro -ration of Seller's taxes for the current
fiscal year if this Escrow closes between July 1 and November 1 unless current
tax information is available from the Title Company between October 15 and
November 1. In the event that tax information is available, taxes are to be pro-
rated in accordance with Paragraph "C" below. From July 1 and the ensuing
period, when the tax information referred to above is not available, Seller's pro -
rata portion of taxes due to close of Escrow, are to be cleared and paid by Seller,
outside of Escrow, pursuant to provisions of Section 5082 through 5090 of the
Revenue and Taxation Code of the State of California;
C. From the date that tax information is available, as per Paragraph "B" above, up to
and including June 30, Seller's current taxes, if unpaid, are to be pro -rated to date
of close of Escrow on the basis of a 365 -day year in accordance with Tax
Collector's pro -ration requirements, together with penalties and interest if those
current taxes are unpaid after December 10. At close of Escrow, a check payable
to the County Tax Collector for Seller's pro -rata portion of taxes is to be
forwarded to Escrow Agent with closing statement; and
D. Any taxes which have been paid by Seller prior to opening the Escrow are not to
be prorated between Buyer and Seller, but Seller will have the sole right, after the
Closing, to apply to the County Tax Collector of Los Angeles County for refund
of those taxes which may be due Seller for the period after Buyer's acquisition
pursuant to Revenue and Taxation Code Section 5096.7.
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ON THE CLOSE OF ESCROW, ESCROW AGENT IS AUTHORIZED AND
INSTRUCTED TO:
A. Record the Grant Deed (marked for return to Buyer) with the Los Angeles County
Recorder which shall be deemed delivery to Buyer by Seller;
B. Cause the Title Policy to be issued;
C. Pay and charge Seller for any amount necessary to place title in the condition
necessary to satisfy Paragraph 5 of this Agreement;
D. Pay and charge Buyer and Seller (if applicable) for any Escrow fees, charges and
costs payable under Paragraphs 4 and 8 of this Agreement;
E. Disburse funds when conditions of this Escrow have been fulfilled by Buyer and
Seller;
F. Prepare and deliver to both Seller and Buyer one signed copy of Escrow Agent's
closing statement showing all receipts and disbursements of the Escrow; and
G. Deliver to Buyer the FIRPTA and the Withholding Affidavit.
If Escrow Agent is unable to simultaneously perform all of the instructions set forth above,
Escrow Agent is to notify Seller and Buyer and retain all funds and documents pending receipt of
further instructions jointly issued by Seller and Buyer.
The terms "Closing" and "close of escrow", if and where written in these instructions, means the
date the Grant Deed is recorded in the office of the Los Angeles County Recorder.
All time limits within which any matter herein specified is to be performed may be extended by
mutual agreement of the parties. Any amendment of, or supplement to, any instructions must be
in writing.
TIME IS OF THE ESSENCE OF THIS AGREEMENT AND ESCROW IS TO CLOSE AS
SOON AS POSSIBLE. If (except for deposit of money by Buyer, which is to be made by
Buyer one (1) business day before the close of escrow), the Escrow is not in condition to close
by that date which is seven (7) days after the Approval Date or the Extended Approval Date, as
applicable (or such later date as may be agreed upon in writing by the parties), any party who
then has fully complied this Agreement may, in writing, demand the return of its money or
Property; but if none have complied, no demand for return thereof is to be recognized until five
(5) days after Escrow Agent has mailed copies of that demand to all other parties at their
respective addresses shown in this Agreement, and if any objections are raised within that five
(5) day period, Escrow Agent is authorized to hold all papers or documents until instructed by a
court of competent jurisdiction or mutual instructions.
8. ESCROW FEES, CHARGES, AND COSTS. Buyer agrees to pay all usual escrow,
title and recording fees, charges and costs which arise in the Escrow, except any costs
CAWINDOWS\TEMP\Rye.Citl.dm 6/11/01
91
specifically associated with providing clear title to the Property to Buyer in accordance with the
provisions of Paragraph 5 of this Agreement, which costs are to be borne by Seller. Since Buyer
is a public agency, this transaction is exempt from recording fees for the Grant Deed and any
other recordings and from documentary transfer tax. Seller and Buyer respectively represent that
there are no brokers or other intermediaries entitled to receive brokerage commissions or fees or
other compensation out of or with respect to the sale of the Property except for CB Richard Ellis,
Inc. (the "Broker"). At Closing, and only if the Closing actually occurs, Seller shall pay to the
Broker a brokerage commission, the amount of which shall be as specified in separate
agreements between Seller and the Broker. Seller and Buyer shall indemnify and save and hold
each other harmless from and against all claims, suits, damages and costs incurred or resulting
from the claim of any person, except the Broker (payment of the Broker being Seller's
responsibility), that a commission, fee or remuneration is due in connection with this transaction
pursuant to a written agreement made with said claimant. The provisions of this Paragraph 8
shall survive the Closing or any termination of this Agreement. Seller and Buyer hereby
acknowledge and agree that the Broker is representing only the Seller in connection with this
transaction.
9 OTHER TERMS OF CLOSE OF ESCROW. Except as otherwise provided in this
Agreement, between the date of execution of this Agreement and the date of the close of escrow,
Seller agrees not to enter into any contracts or agreements affecting the Property without first
obtaining the written consent of Buyer.
10. LEASE INDEMNIFICATION. Seller warrants there are no oral or written leases or
other rights or claims of third parties to possession ("Possessory Rights") respecting all or any
portion of the Property except as otherwise specified in the Preliminary Report, including
without limitation, any oil and gas leases. If there are any Possessory Rights, other than as
specified in the Preliminary Report, Seller agrees to indemnify and hold Buyer harmless from
and reimburse Buyer for any and all of its costs, losses, liabilities, damages and expenses
(including attorneys' fees and costs) occasioned by reason of any Possessory Rights respecting
the Property. The provisions of this paragraph shall survive the Closing.
11. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
irrespective of the date of its execution and delivery is an original, but all such counterparts
together constitute one and the same instrument. Buyer and Seller agree that the delivery of an
executed copy of this Agreement by facsimile shall be legal and binding and shall have the same
full force and effect as if an original executed copy of this Agreement had been delivered.
12. DISPUTE COSTS. In the event any dispute between the parties with respect to this
Agreement result in litigation or other proceeding, the prevailing party shall be reimbursed by
the party not prevailing in such proceeding for all reasonable costs and expenses, including,
without limitation, reasonable attorneys' and experts' fees and costs incurred by the prevailing
party in connection with such litigation or other proceeding and any appeal thereof. Such costs,
expenses and fees shall be included in and made a part of the judgment recovered by the
prevailing party, if any. The provisions of this Paragraph 12 shall survive any termination of this
Agreement or the Closing.
CAWRJDOWS\TEMMye.0d.do 6/11/01
Z,
13. TAX REPORTING AND WITHHOLDING NON -FOREIGN STATUS. The
Foreign Investment in Real Property Tax Act of 1980, as amended by the Tax Reform Act of
1984, places special requirements for tax reporting and withholding on the parties to a real estate
transaction where the transferor (Seller) is a non-resident alien or non-domestic corporation or
partnership, or is a domestic corporation or partnership controlled by a non-resident or non-
resident corporation or partnership.
Seller hereby advises Buyer that Seller is NOT a "foreign person" for the purposes of Section
1445 (as may be amended) of the Internal Revenue Code of 1954, as amended, and any
regulations promulgated thereunder, and that, in accordance with the provisions of Section 1445,
Seller agrees to execute an affidavit under penalty of perjury, dated as of the close of escrow,
setting forth Seller's name, address, federal tax identification number, and certifying that Seller
is not a "foreign person" in accordance with the provisions of the Internal Revenue Code.
It is specifically understood and agreed by Seller that closing of the Escrow is subject to, and
contingent upon, deposit into Escrow, or notification to Escrow Agent by Buyer, of receipt of
that Affidavit.
14. SELLER'S REPRESENTATIONS. The undersigned signatory(ies) signing on behalf
of Seller represent(s) that (s)he is the authorized signatory(ies) on behalf of Seller, that Seller
owns the Property, and that Seller is authorized to sell the Property, under the terms and
conditions specified herein. Further, Seller represents that the unencumbered right to possession
of the Property will be transferred to Buyer immediately upon the close of escrow and that Seller
is not aware of any boundary disputes regarding the Property. Seller's representations contained
in this Paragraph 14 shall survive the close of escrow for a period of twelve (12) months.
15. JUDGMENT IN LIEU OF DEED. In the event Seller is unable to deliver title in
accordance with the terms of this Agreement, Buyer may elect to file an action in eminent
domain to pursue the acquisition of the Property, and it is agreed that this Agreement constitutes
a stipulation which may be filed in those proceedings as final and conclusive evidence of the
total amount of damages for the taking of the Property, including, without limitation, all of the
items listed in Section 1260.230 of the Code of Civil Procedure.
16. NOTICES. All notices and other communications required to be given pursuant to this
Agreement must be in writing addressed to the recipient party at its Notice Address specified
below and will be deemed to have been properly given if personally served (including by courier
service or overnight commercial delivery service) at a party's Notice Address, upon receipt or; if
mailed to a party at its Notice Address, first class mail, postage prepaid, three (3) business days
after deposit in the United State Mail. Each party may change its Notice Address by giving a
notice to the other party in the manner described in this Paragraph. The Notice Addresses for the
parties are:
C\WIND0WS\TEMP1Rye.Cit1.dm 6/11/01
10
Buyer: City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attn.: City Manager, Ms. Kris Markarian
and Mr. Christopher Price
Phone number: 661-255-4962 (Ms. Markarian)
and 661-255-4961 (Mr. Price)
Facsimile number: 661-254-3538 (Ms. Markarian)
Email: kmarkarian@santa-clarita.com (Ms. Markarian)
and cprice@santa-clarita.com (Mr. Price)
with a copy to: Burke, Williams & Sorensen, LLP
611 West Sixth Street, Suite 2500
Los Angeles, California 90017
Attn.: Carl K. Newton, Esquire
and Neil F. Yeager, Esquire
Phone number: 213-236-0600
Facsimile number: 213-236-2700
Email: cnewton@bwslaw.com (Mr. Newton)
and nyeager@bwslaw.com (Mr. Yeager)
Seller: c/o Legacy Partners Commercial, Inc.
4000 East Third Avenue, Sixth Floor
Foster City, California 94404
Attention: Mr. Robert Phipps and Ms. Darleen Barnes
Phone number: 650-571-2200
Facsimile number: 650-235-2589 (Mr. Phipps)
and 650-572-9527 (Ms. Barnes)
Email: phipps@legacypartners.com (Mr. Phipps)
and dbames@legacypartners.com (Ms. Barnes)
with a copy to: c/o Goldman, Sachs & Company
85 Broad Street
New York, New York 10004
Attention: Mr. Adam Brooks
Facsimile number: 212-357-5505
and a copy to: c/o Goldman, Sachs & Company
100 Crescent Court, Suite 1000
Dallas, Texas 75201
Attention: Mr. Paul Milosevich
Phone number: 214-855-6364
Facsimile number: 214-855-6305
CAWINDOWS\TEMP\Rye.Citl.dm 6/11/01
I1
and a copy to: c/o Legacy Partners Commercial, Inc.
25100 Rye Canyon Road
Valencia, California 91355
Attention: Mr. Steven C. Meixner
Phone number: 661-295-2499
Facsimile number: 661-295-2911
Email: smeixner@legacypartners.com
and a copy to: Real Estate Law Group, LLP
2330 Marinship Way, Suite 211
Sausalito, California 94965
Attention: Bonnie Frank, Esquire
and John Willsie, Esquire
Phone number: 415-331-2555
Facsimile number: 415-331-7272
Email: bfrank@relg.com (Ms. Frank) and
jwillsie@relg.com (Mr. Willsie)
The failure to give a copy of a notice to any addressee specified above for copies will not affect
the validity or effectiveness of a notice otherwise properly given to a party in the manner
specified in this Paragraph.
17. MISCELLANEOUS TERMS. The terms, conditions, covenants and agreements set
forth in this Agreement apply to and bind the heirs, executors, administrators, assigns and
successors of the parties hereto.
This Agreement contains the entire agreement between the parties and it supersedes all prior or
contemporaneous agreements, whether written or oral, between the parties with respect to its
subject matter. Neither party relies upon any warranty or representation not contained in this
Agreement.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
California. Buyer may not assign this Agreement or its rights or interests in, to or under this
Agreement to any party without Seller's prior written consent thereto.
This Agreement is subject to and conditioned upon approval and ratification by the City Council
of the City of Santa Clarita at a properly held City Council meeting. This Agreement is not
binding upon Buyer until executed by the appropriate City official(s) acting in their authorized
capacity.
18. NATURAL HAZARD DISCLOSURE STATEMENT. On or before June 43 22,
2001, Seller shall have executed and delivered to Buyer, a Natural Hazard Disclosure Statement,
as and to the extent prescribed by California law, in substantially the form of Exhibit B attached
hereto and made a part hereof (the "NHDS"). On or prior to the Approval Date, Buyer shall
execute and deliver to Seller one (1) counterpart original of the NHDS which signature shall,
CAWINDOWS\TEMP\aye.Citl.dm 6/11/01
12
among other things, serve to acknowledge Buyer's receipt from Seller of such NHDS and Buyer's
understanding and acceptance thereof.
19. LIMITED LIABILITY. Except in the event of intentional or willful misconduct, Buyer
on its own behalf and on behalf of its agents, employees, representatives, related and affiliated
entities, successors and assigns (collectively, the "Buyer Parties") hereby agrees that in no event
or circumstance shall any of the members, partners, employees, representatives, officers,
directors, agents, property management company, affiliated or related entities of Seller or Seller's
property management company, namely Legacy Partners Commercial, Inc. (formerly known as
Lincoln Property Company Management Services, Inc. and LPC MS, Inc.), have any personal
liability to Buyer under this Agreement.
20. RELEASE. Except as provided below in this Paragraph, Buyer on its own behalf and on
behalf of each of the Buyer Parties hereby agrees that each of lk Seller,g� 11a's Affiliates.
Seller's partners or members, as the case may be, and each of their partners, members, trustees,
directors, officers, employees, representatives, property managers, asset managers, agents,
attorneys, affiliated and related entities, heirs, successors and assigns (collectively, the
"Releasees") shall be, and are hereby, fully and forever released and discharged from any and all
liabilities, losses, claims (including third party claims), demands, damages (of any nature
whatsoever), causes of action, costs, penalties, fines, judgments, attorneys' fees, consultants' fees
and costs and experts' fees (collectively, the "Claims") with respect to any and all Claims,
whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account
of or in any way be connected with the Property including, without limitation, the physical,
environmental and structural condition of the Property or any law or regulation applicable
thereto, including, without limitation, any Claim or matter (regardless of when it first appeared)
relating to or arising from (i) without limiting Seller's indemnification obligation set forth in
Paragraph 4.B. above or the exclusions from this release set forth in clause (3) below, the
presence of any environmental problems, or the use, presence, storage, release, discharge, or
migration of Hazardous Materials on, in, under or around the Property regardless of when such
Hazardous Materials were first introduced in, on or about the Property, (ii) any patent or latent
defects or deficiencies with respect to the Property, (iii) any and all matters related to the
Property or any portion thereof, including without limitation, the condition and/or operation of
the Property and each part thereof, and (iv) without limiting Seller's indemnification obligation
set forth in Paragraph 4.B. above or the exclusions from this release set forth in clause (3) below,
the presence, release and/or remediation of asbestos and asbestos containing materials in, on or
about the Property regardless of when such asbestos and asbestos containing materials were first
introduced in, on or about the Property. Notwithstanding anything to the contrary contained
herein, the foregoing release shall not be construed as an indemnity by Buyer of Seller or the
other Releasees. Buyer hereby waives and agrees not to commence any action, legal proceeding,
cause of action or suits in law or equity, of whatever kind or nature, including, but not limited to,
a private right of action under the federal superfund laws, 42 U.S.C. Sections 9601 et seq. and
California Health and Safety Code Sections 25300 et seq. (as such laws and statutes may be
amended, supplemented or replaced from time to time), directly or indirectly, against the
Releasees or their agents in connection with Claims described above and release hereunder and
expressly waives the provisions of Section 1542 of the California Civil Code which provides:
C:\WINDOWS\TEMPRye.Citl.dm 6111/01
13
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR
and all similar provisions or rules of law. Buyer elects to and does assume all risk for such
Claims heretofore and hereafter arising, whether now known or unknown by Buyer.
Notwithstanding anything to the contrary contained in this Agreement, the aforementioned
release (1) shall not include or be applicable to any Claims arising out of the entry into or
performance of this Agreement by Seller, (2) shall not include any Claims resulting from Seller's
willful misconduct or intentional concealment of a material adverse fact actually known to
Seller, (3) shall not include any Claims relating to Hazardous Materials placed, used, generated,
stored, disposed of or released on the Property by Seller or any of the Seller's Parties during
Seller's or Seller's Affiliates' ownership of the Property, (4) shall not include or be applicable to
any Claims arising out of any injury to or death of persons or damage to personal property
occurring in, on or about the Property during the period of the Seller's or Seller's Affiliates'
ownership of the Property, and (5) shall not include any Claims directly resulting from or
relating to a material breach by Seller of any of the representations made by Seller in Paragraphs
4.B. or 14 hereof so long as any such Claim (in each instance) is made by Buyer within the
twelve (12) month survival period specified in Paragraph 21 below. After the expiration of said
twelve (12) month period, the aforementioned release will also include all Claims resulting from
or relating to any breach by Seller of the representations made in Paragraphs 4.B. or 14 of this
Agreement, except Claims made by Buyer prior to the end of the twelve (12) month period as
specified in Paragraph 21 below. In this connection and to the greatest extent permitted by law,
Buyer hereby agrees and represents that Buyer realizes and acknowledges that factual matters
now unknown to it may have given or may hereafter give rise to causes of action, claims,
demands, debts, controversies, damages, costs, losses and expenses which are presently
unknown, unanticipated and
CAWINDOWSUEMMye.Citl.do 6/11/01
14
JUN -12-01 02:88PM FRC11-LEGECY PARTNERS INC
T-172 PAV05 F-442
unsuspected, and Buyer iiutha agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and that Buyer
nevertheless hereby intends to release, discharge and acquit Seller from any such unknown
Claims, debts, and controversies which might in any way be included as a material portion of the
consideration given to Seller by Buyer in exchange for Seller's performance hereunder. Without
limiting the foregoing, if Buyer has actual knowledge of (a) a default in any of the covenants,
agreements or obligations to be performed by Seller under this Agreement and/or (b) any breach
or inaccuracy in any representation of Seller made in this Agreement, and Buyer nonetheless
cleats to proceed to Closing, then, upon the consummation of the Closing, Buyer shall be
conclusively deemed to have waived any such default and/or breach or inaccuracy and shall have
no Claim against Seiler or hereunder with respect thereto. Notwithstanding anything to the
contrary herein, Seller shall not have any liability whatsoever to Buyer with respect to any matter
disclosed to or discovered by Buyer or its agents or representatives prior to the Closing.
Seller has given Buyer material concessions regarding this transaction in exchange far Buyer
agreeing to the provisions of this Paragraph 20. Seller and Buyer have each initialed this
Paragraph 26 to fiuther indicate their awareness and acceptance of each and every provision
hereof. Thu provisions of this Paragraph 20 shall survive the Closing and shall not be deemed
merged into any instrument ore eyance delivered at the Closing.
SzLLtWslrll'nai; J BUYEWSIN177 LS:
21. ASIS CONDITION OF PROPERTY.
A. Buyer specifically acknowledges and represents that prior to Closing, it and its
agents and representatives will have thoroughly inspected the Property and observed the physical
characteristics and condition of the Property. Except for any representations set forth in
Paragraphs 43. and 14 above (and for the limited survival period specified below in this
Paragraph), by Buyer purchasing the Property and upon the occurrence of the Closing, Bayer
waives any and all right or ability to make a claim of any kind or nature against any of the
Releasees for any and all deficiencies or defects in the physical characteristics and condition of
the Property which would be disclosed by such inspection and expressly agrees to acquire the
Property with any and all of such deficiencies and defects and subject to all matters disclosed by
Seiler herein or in any separate writing with respect to the Property and/or disclosed in and set
forth in the NHDS for the Property. Buyer finther acknowledges and agrees that except for any
representations expressly made by Seller in Paragraphs 4.B. and 14 of this Agreement neither
Seller or any of Seller's employees, agents or representatives have made any representations,
warranties or agreements by or on behalf of Seller of any kind whatsoever, whether oral or
written, exprm or implied, statutory or otherwise, as to any masters concerning the Property, the
condition of the Property, the size of the Property, the present use of the Property or the
suitability of Buyer's intended use of the Property. The representations of Seller made in
Paragraphs 4.B. and 14 of this Agreement shall survive the Closing for a period of twelve (12)
months atter the Closing; provide however_ that any claim, action, suit or proceeding with
respect to the truth, accuracy or completeness of any representations made by Seller herein shall
C.ump%cachc\OLK14VtyeCicy_P$J,Rv6Aoc 6I1110t
is
Z 'd Z510'ON dIdh-Stl11tl0 / 'OOIS9 Wd9E;E 00Z'Zl'Nnr
JUN -12-01 02:58PM FROM-LEGECY FWNEW INC
T-178 P.03/05 F-442
remedy in favor of Spyer except as expressly provided in Paragraphs 4.B.. 10 and 14 of this
Agreement. Buyer further acknowledges and agrees that Seller is not under any duty to make any
inquiry regarding any matter that may or may not be known to the Seller or any member, partner,
officer, employee, attorney, property manager, agent or broker of Seiler.
SELLER'S INITIALS: kI V V BUYEWS INIVAIS:
H. Any reports, repairs or work required by Buyer at the sole responsibility of
Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes,
alterations or repairs to the Property or to cure any violations of law or to comply with the
requirements of any insurer. The provisions of this Paragraph 21 shall survive the Closing and
shall not be deemed merged into any instrument or conveyance delivered at the Closing.
22. SUBDMSION MAP, Buyer hereby acknowledges and agrees that Seller is in
the process of changing the property boundary lines of the lots comprising the Property as well as
The other parcels in the "Park" ref=ed to as the Rye Canyon Business Park. Such change will be
effectuated by recording a subdivision map in accordance with the provisions of the California
Subdivision Map Act (the "Subdivision Map"). Buyer further acknowledges and agrees filet the
actual recordation of the Subdivision Map may not occur until after the Closing_ Buyer shall, in
its capacity as a property owner but without limiting or affecting its powers as a govemmental
entity, cooperate with Seller with respect to the recordation of the Subdivision Map, including
without limitation, execution (and recordation, if necessary) of documents necessary to effectuate
the recordation of such map. The provisions of this Paragraph shall survive the Closing.
The parties have executed this Agreement as of the day and year first set forth above.
SELLER:
W9/Rye South Realty, L.L.C.,
a DolawaW.Urnited liaab:1iabca
By- s
Name:
Title:
/////signatures continued on next page/////
C-.mapkBekiOLK14%yu.C4y_MA_Av6.doe 6/11/DI
17
E 'd NZO'ON VUH-911VO / *ODIS9 NdLE E ME'1['NnP
JUN -12-01 02:59PM FROWkLEGMPARTNEIM MC
The State of Texas
County of 2&2and
.+ " T-179 P.05/05 f-442
Before me, a Notary Public, on this day personally appearedQ -
Known to me to be the person whose name is subscribed to the foregoing instrument -and acknowledged
to me that he executed the same for the purposes and consideration therein expressed.
0100 i
Given under my hand and seal of this office this -6k_ day of Yp�_..�_,,• _®
nia Q xis l
Notary Public, State of Texas
,• '%c4 PAT -,MA A. SHAOIX
4.
"= Marr,vlaxcemte,a
•
J�=iAY CoAYna9oR�l�t1#O'1
fib IX
(Per
Print Name of Notary Public
My commission expires -h day of
S 'd ZSZO ON MAIN-Svilb'0 / 1079Sf1 INA 1F F 1007.71 •Nnr
BUYER:
CITY OF SANTA CLARITA,
a municipal corporation
By:
George A. Caravalho,
City Manager
ATTEST:
,By:
Name
City Clerk
APPROVED AS TO FORM:
Carl K. Newton,
City Attorney
CAWQJDOWS\TEMP\Rye.Citl.do 6/11/01
In
JUN -R-01 02:58PM FROM-L£GELy PANNER6 INC
Recording Rsqueated By And
When Recorded Return To:
+ I. T-1'18 P.04/05 f-442
The undersigned Grantor declares that Documentary Transfer Tax is not part of the
public records.
For valuable consideration, receipt of which is acknowledged, W9/Rye South Realty,
L-L.C., a Delaware limited liability company ("Gramoe), hereby grants to The City of Santa
Clarita, a general law city ("Grantee"), that certain real property located in the City of Santa
Clarita, County of Los Angeles, State of California, as legally described in Exhibit A attached
berm and trade a part hereof (the "Property") together with all -of Grantors right, title and
interest in and to any improvements and structures located thereon and an easements,
appurtenances, rights and privileges of Grantor appertaining to the Property.
The Property is conveyed subject to all taxes and assessments, liens, encumbrances,
easements, leases, covenants, conditions and restrictions set forth in Exhibit E attached herato
and made a part hereof.
IN WUNESS WHEREOF, Grantor has caused its duly authorized representative to
execute this instrutnent as of the date hereinafter written.
DATED: .2001
GRANTOR:
W9/Rye South Realty, L.L.C.,
a Dere lir i, l.I bil cft"y
1T1tle:
'/ 'd ZSZO ON bId38-9-11VQ / '001so WdLE E 1002 It Nnr
IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to
execute this instrument as of the date hereinafter written.
DATED: 2001
GRANTOR:
W9/Rye South Realty, L.L.C.,
a Delaware limited liability company
By:
Name:
Title:
C\W1ND0WS\TEMMye.Cit1.dm 6/11/01
Exhibit A, Page 2
EXHIBIT B TO PURCHASE AND SALE AGREEMENT
NATURAL HAZARD DISCLOSURE STATEMENT
This statement applies to the following described real property:
Rye Canyon Business Park, Santa Clarita, California, APN(s)
The undersigned Seller discloses the following information with the knowledge that even though
this is not a warranty, the undersigned prospective Buyer may rely on this information in
deciding whether and on what terms to purchase the subject real property. The following
disclosures are made by the Seller based solely upon the information contained in the report
attached hereto and made a part hereof. This information is merely a disclosure and shall not be
deemed to be part of any contract between the Buyer and Seller.
THIS REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S):
A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to Section 51178 or 51179 of the
Government Code. The owner of this property is subject to the maintenance requirements of
Section 51182 of the Government Code.
❑ Yes ❑ No
A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND
HAZARDS pursuant to Section 4125 of the Public Resources Code. The owner of this property
is subject to the maintenance requirements of Section 4291 of the Public Resources Code.
Additionally, it is not the state's responsibility to provide fire protection services to any building
or structure located within the wildlands unless the Department of Forestry and Fire Protection
has entered into a cooperative agreement with a local agency for those purposes pursuant to
Section 4142 of the Public Resources Code.
❑ Yes ❑ No
THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL
PROPERTY, TO OBTAIN INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A
DISASTER.
THE ATTACHED REPORT ON WHICH THESE DISCLOSURES ARE BASED
ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT DEFINITIVE
INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A
NATURAL DISASTER. BUYER IS HEREBY ADVISED TO OBTAIN INDEPENDENT
PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS
THAT MAY AFFECT THE SUBJECT PROPERTY.
This statement may be signed in one or more counterparts.
Seller hereby states that the information set forth herein is true and correct to the best of the
Seller's knowledge based solely upon the information contained in the attached report, and such
knowledge is limited to be as of the date specified below. Seller has not independently verified
CAW1ND0WS\TEMMye.Cit1.dm 6/11/01
Exhibit B, Page 1
the information contained in this statement and the attached report, and Seller is not personally
aware of any errors or inaccuracies in the information contained in this statement.
SELLER:
W9/Rye South Realty, L.L.C.,
a Delaware limited liability company
By:
Name:
Title:
Buyer hereby represents and warrants that it has read and understands the information contained
in this disclosure statement and in the attached report and will rely upon the information
contained in the report as though the report were addressed directly to Buyer.
BUYER:
CITY OF SANTA CLARITA,
a municipal corporation
By:
George A. Caravalho,
City Manager
ATTEST:
By:
Name
City Clerk
APPROVED AS TO FORM:
Carl K. Newton,
City Attorney
Date:
CAWINDOWS\TEMPkRye.Citl.dm 6/11/01
Exhibit B, Page 2