Loading...
CDC - Item 4A - Pham Parcel Purchase AmendmentROSEMEAD COMMUNITY DEVELOPMENT COMMISSION STAFF REPORT TO: THE HONORABLE CHAIRMAN AND COMMISSIONERS FROM: OLIVER CHI, EXECUTIVE DIRECTOR &t4e DATE: DECEMBER 16, 2008 SUBJECT: PHAM PARCEL PURCHASE AMENDMENT SUMMARY Over the last several weeks, negotiations have continued in an attempt to finalize a plan to complete the Glendon. Way redevelopment project including incorporating a nationally recognized retailer at the Levitz site and related acquisition of the Kathy Pham property. It was initially anticipated that obtaining a lease with a nationally recognized retailer at the Levitz site was possible by mid December. While staff remains optimistic that this is a possibility, it will not be finalized during December. Given this, Ms. Pham has requested that the purchase and sale agreement be amended so that if escrow does not close by February 17, 2009, she has the sole discretion to either cancel the purchase in its entirety or to extend the escrow period. The amended purchase and sale agreement is attached to this report (Attachment A). Ms. Pham has also requested a few other minor changes to the contract including language that property will be sold in "as-is" condition and that the period to perform all environmental due diligence not be extended past February 9, 2009. All other contingencies and requirements as stated in the original purchase and sale agreement will remain in place. Staff Recommendation Staff recommends that the Commission approve the revised purchase and sale agreement. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Attachment A - Revised Purchase and Sale Agreement ITEM No. APPROVED FOR CITY COUNCIL AGENDA: 6 PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement with Joint Escrow Instructions ("Agreement") is entered into as of , 2008 by and between THANG Q. PHAM and KATHY T. 'PHAM, husband and wife (collectively, "Seller") and the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a California redevelopment agency ("Buyer"), who agree as follows: Section 1. Recitals. A. Seller is the owner of the real property located in the City of Rosemead, County of Los Angeles, State of California,. commonly known as 3520 Ivar Avenue, and more particularly described in attached Exhibit "A". Such real property, together with all improvements thereon, is referred to in this Agreement as the Property. B. Buyer desires to acquire the Property and Seller desires to sell the Property to Buyer, all on and subject to the terms and provisions of this Agreement. Section 2. Agreement to Sell and Purchase; "As-Is" Sale. Seller agrees to sell and Purchaser agrees to purchase the Property, on and subject to the terms and conditions contained in this Agreement. Except as otherwise provided in this Agreement, the Property is being sold to the Purchaser in its "AS-IS" condition, "WITH ALL FAULTS" and without representation or warranty of any kind. Section 3. Purchase Price; Deposit. A. The total purchase price for the Property is the sum of $3,855,000 and that sum is referred to in this Agreement as the "Purchase Price". The Purchase Price is payable in cash or immediately available funds at the close of Escrow (as defined in Section 4). B. Concurrently with the opening of Escrow, Purchaser agrees to deliver to the Escrow Agent (as defined in Section 4),the amount of $100,000 to be held by the Escrow Agent as earnest money (the "Deposit"). Upon the close of Escrow, the Deposit and any interest earned on the Deposit while held in Escrow is to be applied to the Purchase Price, and the Escrow Agent is to disburse the Deposit and such interest to Seller upon the close of Escrow. Except as otherwise expressly provided in this Agreement, the Deposit is not refundable to Purchaser unless Seller fails to deliver title to the Property to Purchaser in breach of this Agreement. Section 4. Escrow. An escrow ("Escrow") is to be, or has been, opened to consummate the sale of the Property according to the terms of this Agreement with Seright Escrow, 1224 East Green Street, Pasadena, California 91106, Attn.: Linette Seright ("Escrow Agent"). If not yet opened, the Escrow is to be opened within three (3) business days after the execution of this Agreement by the parties. A signed LA #4819-6459-8019 Q I counterpart of this Agreement is to be delivered to the Escrow Agent and shall serve as escrow instructions, subject to the provisions of the Escrow Agent's standard conditions for acceptance of escrow, but only to the. extent that the standard conditions impose no additional obligations or liabilities on the parties, and further subject to the terms and conditions in this Agreement, the latter to control in the case of conflict. Section 5. Closing Date. The conveyance of the Property to Purchaser and the close of Escrow are to take place on December 18, 2008, or at such earlier or later time as shall be agreed upon in writing by Seller and Purchaser ("Closing Date"). However, notwithstanding the foregoing to the contrary, if the Purchaser Condition set forth in Section 6.A(4) is not satisfied on or before December 18, 2008, Purchaser may, at its option, in lieu of waiving such condition or terminating this Agreement, extend the Closing Date for up to sixty (60) days on written notice to Seller; provided, however, that the Closing Date may not be extended beyond February 17, 2009. If Escrow has not closed on or before February 17, 2009, then Escrow and this Agreement shall be automatically cancelled,. unless Purchaser requests a further extension of the Closing Date and Seller, in its sole discretion, agrees to such further extension of the Closing Date. If Escrow and this Agreement are automatically cancelled as provided in the preceding sentence, then the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Section 6. Certain Conditions Precedent. A. Purchaser's obligation to perform under this Agreement and to complete the purchase contemplated herein is subject to the satisfaction, or express written waiver by Purchaser, of the conditions set forth below ("Purchaser Conditions"). If any of the Purchaser Conditions remain unsatisfied and have not been waived in writing by Purchaser on or before the close of Escrow, Purchaser may decline to close and may terminate this Agreement on written notice to Seller, in which case the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. The Purchaser Conditions are as follows: (1) Seller's representations and warranties in this Agreement being correct as of the date of this Agreement and as of the close of Escrow; (2) Seller's performance of all obligations to be performed by Seller under this Agreement; (3) The Title Company (as defined in Section 7) being prepared to issue the Title Policy (as defined in Section 8A) on the close of Escrow, subject only to the Approved Exceptions (as defined in Section 8A); and LA #4819-6459-8019 Q 2 (4) The entry on or before the Closing Date by Primestor Development, Inc., "as landlord, and Best Buy Co., Inc., as tenant, into a lease agreement acceptable to Purchaser in its sole discretion respecting the property commonly known as 8920 Glendon Way, and located adjacent to the Property. B. Seller's obligation to perform under this Agreement and to complete the sale contemplated herein is subject to the satisfaction, or express written waiver by Seller, of the conditions set forth below ("Seller Conditions"). If any of the Seller Conditions remain unsatisfied and have not been waived in writing by Seller on or before the close of Escrow, Seller may decline to close and may terminate this Agreement on written notice to Purchaser, in which case the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. The Seller Conditions are as follows: (1) Purchaser's representations and warranties in this Agreement being correct as of the date of this Agreement and as of the close of Escrow; and (2) Purchaser's performance of all obligations to be performed by Purchaser under this Agreement. Section 7. Title; Inspections; Property Documents. A. Promptly following the opening of Escrow, Escrow Agent is to cause Southland Title Company ("Title Company") to issue to Purchaser (with a copy to Seller) a preliminary report for a CLTA (or at Purchaser's option and sole cost and expense, an ALTA) Standard Owner's Policy for the Property, together with copies of all documents relating to title exceptions referred to therein and a plotting of all physical encumbrances referenced therein as exceptions (collectively, "Preliminary Report"). Within ten (10) business days after receipt of the.Preliminary Report, Purchaser shall give Seller notice in writing of any objections which Purchaser may have to matters reported or shown in the Preliminary Report; provided, however, that Purchaser is not entitled to object to any matters affecting title which have been created by or with the consent of Purchaser or any liens or encumbrances arising from any work, activities or things done, suffered or permitted by Purchaser on or about the Property, all such matters, liens and encumbrances being conclusively deemed to be Approved Title Exceptions (as defined in Section 8A). Matters reported or shown in the Preliminary Report not timely objected to by Purchaser as provided above will be conclusively deemed to be Approved Title Exceptions; provided, however, that Purchaser shall be deemed to have objected to, and Seller agrees that it will discharge prior to the close of Escrow, all monetary liens created by Seller and secured by the Property. Seller has no obligation to cure or correct any matter objected to by Purchaser. However, no later than five (5) business days after receipt of Purchaser's objections, if any, Seller may elect by giving written notice to Purchaser (the "Cure Notice") 'to remove some or all of such objectionable matters. If Seller fails to timely deliver a Cure Notice, then Seller will be deemed to have elected not to cure any of such objectionable matters. If Seller fails,to timely deliver a Cure Notice or if Seller delivers a Cure Notice stating that it will remove less than all of such objectionable matters, then on or prior to five (5) business days following Seller's failure to timely deliver a Cure Notice or Purchaser's receipt of. the Cure Notice, Purchaser may terminate this LA #4819-6459-8019 Q 3 Agreement or waive in writing its objections. Purchaser's failure to deliver such notice on or prior to the expiration of such five (5) business day period will be conclusively deemed to constitute. Purchaser's election to terminate this Agreement. If Purchaser waives in writing its objection as to any matter, then such matter will be conclusively deemed to be an Approved Title Exception. If Purchaser terminates this Agreement as provided in this Section, the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. B. During the period commencing on the date of this Agreement and, subject to extension as provided below, terminating thirty (30) days thereafter ("Inspection Period"), Purchaser may undertake at Purchaser's expense an inspection, investigation and review of the Property, including, but not limited to the physical condition of the Property, an inspection and examination of soils, environmental factors, geotechnical factors, and Hazardous Substances (as defined below), if any, relating to the Property; provided, however, that Purchaser shall not make any soil borings nor conduct any invasive testing on any part of the Property without Seller's prior approval, which approval Seller agrees not to unreasonably withhold. If Purchaser elects to perform a Phase I environmental assessment of the Property and such assessment recommends that further testing or that a Phase II environmental assessment be performed, then Purchaser shall have the right to extend the expiration of the Inspection Period upon the giving of written notice to Seller of such election; provided that, in no event, may the expiration of the Inspection Period be extended beyond February 9, 2009 without the approval of Seller, which approval Seller is under no obligation to give. If Purchaser disapproves of any of the results of its inspection, investigation and review, Purchaser shall, within five (5) business days following the end of the Inspection Period, give Seller written notice (a) that Purchaser is terminating this Agreement, or (b) specifying in reasonable detail those matters which are disapproved by Purchaser ("Disapproved Matters"). If Purchaser gives written notice specifying Disapprove Matters, Seller shall have five (5) business days following the receipt of Purchaser's written notice in which to give Purchaser written notice that Seller with either (1) cure or remedy, prior to the Closing Date, some or all of the Disapproved Matters specified in Purchaser's notice or (2) that Seller will not cure or remedy any of the Disapproved Matters specified in Purchaser's notice. Seller's failure to give such written notice within said five (5) business day time period will be conclusively deemed to be Seller's election not to cure or remedy any of the Disapproved Matters. Within five (5) business days following Purchaser's receipt of Seller's written notice or within five (5) business days following Seller's failure to give such notice, Purchaser may elect in writing, at the Purchaser's sole discretion, to either (i) accept the Property subject to those Disapproved Matters which Seller will not cure or remedy or (ii) terminate this Agreement. If Purchaser fails to so make such.written election, Purchaser will be conclusively deemed to have elected to terminate this Agreement. If Purchaser terminates, or is deemed to have terminated, this Agreement as provided in this Section, the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. C. Access to the Property during the Inspection Period shall be given to Purchaser and its authorized representatives upon one (1) business day's prior notice to Seller. Purchaser agrees to LA #4819-6459-8019 Q 4 indemnify and defend Seller against and hold Seller harmless from all losses, costs, damages, liabilities, and expenses, including reasonable attorney fees, arising in connection with Purchaser's or its authorized representatives' inspection, investigation or review of the Property. D. As used in this Agreement, "Hazardous Substances" means all substances, materials, and wastes that are or become regulated or classified as "hazardous substances," "hazardous wastes," "hazardous materials," "toxic substances," "pollutants," "contaminants" or other similar terms under any federal, state, or local laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements; and any petroleum or refined petroleum product, asbestos, polychlorinated biphenyl, material or substance designated as a hazardous substance pursuant to 33 USCS § 1321 or listed pursuant to 33 USCS § 1317, any flammable explosive, or and radioactive material. E. Within five (5) business days after the date of this Agreement, Seller shall deliver to Purchaser, for Purchaser's review, copies of all written materials and documents directly pertaining to the Property that are in Seller's possession and control, including, without limitation (if any): all environmental studies and reports, soils reports, geotechnical, engineering studies, surveys, maps and similar data respecting the Property (collectively, the "Materials"). If Purchaser for any reason objects to any information disclosed by the Materials, Purchaser may terminate this Agreement upon written notice to Seller given not later than five (5) days following the end of the Inspection period. If Purchaser terminates this Agreement as provided in this Section, the Deposit together with all interest is to be returned to Purchaser, and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except for those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. Purchaser acknowledges and agrees that any Materials made available to Purchaser are provided solely for informational purposes and Seller makes no representations or warranties as to the accuracy or completeness of such information. Section 8. Close of Escrow. A. Simultaneously with the close of Escrow, Escrow Agent is to cause the Title Company to issue a CLTA (or if Purchaser has so elected, an ALTA) Standard Owner's Policy of Title Insurance ("Title Policy") in, the amount of the Purchase Price, subject only to the following matters ("Approved Exceptions"): (1) A lien for real property taxes, bonds, and assessments not then due; and (2) Matters approved by Purchaser or deemed to be Approved Title Exceptions in accordance with Section 8. B. Seller will deposit with Escrow Agent on or prior to the close of Escrow the following documents: (1) A grant deed executed and acknowledged by Seller conveying to Purchaser good and marketable fee simple title to the Property in the form attached to this Agreement as Exhibit "B" ("Deed"); LA #4819-6459-8019 Q 5 (2) Seller's affidavit of nonforeign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and (3) Seller's affidavit as contemplated by the Revenue and Taxation Code 18805 and 26131 ("Withholding Affidavit"). C. Purchaser will deposit with Escrow Agent, on or prior to the close of Escrow the following: (1) An amount in cash or immediately available funds which when combined with the amount of the Deposit .(plus all interest earned on the Deposit while held in Escrow) equals the Purchase Price; and (2) An amount in cash or immediately available. funds sufficient to pay costs and expenses to be paid by Purchaser pursuant to this Agreement. D. On the Closing Date, Escrow Agent is to close Escrow as follows: (1) Record the Deed (marked for return to Purchaser) with the Los Angeles County Recorder (which shall be deemed delivery to Purchaser); (2) Cause the Title Policy to be issued; (3) Disburse to Seller the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller; (4) Charge Purchaser for those costs and expenses to be paid by Purchaser pursuant to this Agreement and 'disburse any net funds remaining after the preceding disbursements to Purchaser; (5) Prepare and deliver to both Purchaser and. Seller one signed copy of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow; and (6) Deliver to Purchaser the FIRPTA Affidavit and the Withholding Affidavit. If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent is to notify Purchaser and Seller and is to retain all. funds and documents pending receipt of further instructions jointly issued by Purchaser and Seller. E. In connection with the close of Escrow, Purchaser is to pay all charges in connection with issuance of the Title Policy (whether a CLTA policy or an ALTA policy), the recording charges, if any, in connection with recordation of the Deed, all governmental conveyancing fees and taxes, if any, due upon transfer of the Property, and the escrow fee charged by Escrow Agent. F. Current real property taxes, special taxes, and assessments shall be prorated to the close of Escrow, based on a 365-day year. All supplemental taxes for the Property which are attributable to time periods prior to the close of Escrow shall be paid for in full by Seller regardless of whether the LA #4819-6459-8019 Q 6 tax bill is received before or after the close of Escrow. All supplemental tax bills and all future tax bills attributable to time periods after the close of Escrow shall be paid for by Buyer. Section 9. Damage and Destruction. If all or any portion of the Property is damaged or destroyed prior to the close of Escrow, Purchaser shall have the election of either terminating this Agreement or proceeding with the purchase of the Property without any reduction in the Purchase Price. If Purchaser elects to proceed with the purchase of the Property, Seller agrees to assign to Purchaser all insurance proceeds paid and rights to insurance proceeds payable, if any, with respect to the damage or destruction. Within ten (10) days following the date of the damage or destruction, Seller shall provide Purchaser with information regarding the amount of insurance coverage, if any, relating to the damage or destruction, and Purchaser shall have a period of ten (10) days following receipt of'such information in which to elect to either terminate this Agreement or proceed with the purchase of the Property. Upon a termination of this Agreement pursuant to this Section, the Deposit together with all interest is to be returned to Purchaser and Seller and Purchaser will be released from all further liability and obligation under this Agreement, except fore those liabilities and obligations which have accrued prior to the date of termination. Upon any such termination, Purchaser will pay the amount of any escrow cancellation fees. In the event of damage or destruction of all or any portion of the Property prior to the close of Escrow, the Closing Date shall be extended for such period of time as is necessary to permit Purchaser to make the election as provided in this Section. Section 10. Possession. On the Closing Date, Seller will deliver possession of the Property to Purchaser free from all claims to possession by any and all third parties. Section 11. Liquidated Damages. IN THE EVENT THAT THIS TRANSACTION FAILS TO CLOSE THROUGH PURCHASER'S DEFAULT OR FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT, AND PROVIDED THAT SELLER IS NOT IN DEFAULT UNDER THIS AGREEMENT, THE FULL AMOUNT OF THE DEPOSIT SPECIFIED IN SECTION 3B ABOVE, TOGETHER WITH ALL ACCRUED INTEREST THEREON, SHALL BE DELIVERED FROM ESCROW BY THE ESCROW AGENT TO SELLER AS LIQUIDATED DAMAGES, WHICH SUM PURCHASER AND SELLER AGREE IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED, SELLER'S ANTICIPATED USE OF THE PROCEEDS OF SALE AND THE FACT THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICABLE. SUCH LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE REMEDY IN THE EVENT OF PURCHASER'S DEFAULT HEREUNDER. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND ITS UNDERSTANDING OF THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. -LA #4819-6459-8019 Q 7 SELLER INITIAL HERE: PURCHASER INITIAL HERE: Section 12. Seller Representations and Warranties; Mutual Indemnities. A. Seller represents and warrants to Purchaser as of the date of this Agreement and as of the Closing Date: (1) To the best of Seller's knowledge, and except as disclosed by Seller to Purchaser in this Agreement or otherwise in writing prior to the date of this Agreement, and except as disclosed in any reports or studies made available to, or prepared by or on behalf of, Purchaser: (a) there are no buried or partially buried storage tanks located on the Property, (b) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law, or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law, (c) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under, or at the Property by Seller, whether by accident, burying, drainage, or storage in containers, tanks, or holding areas, or by any other means, (d) Seller has disclosed to Purchaser all information, records, and studies maintained ,by Seller in connection with the Property concerning Hazardous Substances. (2) Seller is the owner of the Property and has the full right, power and authority to sell the Property to Purchaser. (3) To the best of Seller's knowledge, there are no rights or claims to ownership, possession, occupancy or use of the Property by any third party, including, without limitation, pursuant to any lease, license, tenancy agreement, or other agreement, which right or claim will exist or be enforceable following the Closing. (4) To the best of Seller's knowledge, there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Property. B. . Seller agrees to indemnify Purchaser, its elected and appointed officials, officers, agents and employees, and each of them, and agrees to protect, defend and hold Purchaser, it elected and appointed officials, officers, agents and employees, and each of them, harmless from and against all claims, losses, liabilities, damages, suits, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, to the fullest extent permitted by applicable law, arising out of or relating to (i) Seller's ownership of the Property, (ii) the conduct of any business, or any activity, work or things done, suffered or permitted, in or about the Property during Seller's ownership of the LA #4819-6459-8019 Q 8 Property, or (iii) the breach of any representation or warranty of Seller contained in this Agreement. Purchaser agrees to indemnify Seller and agrees to protect, defend and hold Seller harmless from and against.all claims, losses, liabilities, damages, suits, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, to the fullest extent permitted by applicable law, arising out of or relating to (i) Purchaser's ownership of the Property or (ii) the conduct of any business, or any activity, work or things done, suffered or permitted, in or about the Property during Purchaser's ownership of the Property. The provisions of this Section shall survive the close of Escrow or any termination of this Agreement. Section 13. Seller Covenants. A. Commencing with the execution of this Agreement and until the Closing Date: (1)' Seller will not permit any liens, encumbrances, or easements to be placed on the Property, nor will Seller enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Purchaser or the Property on or after the Closing Date, without the . prior written consent of Purchaser. (2) Seller will maintain the Property in good order, condition and repair, ordinary wear and tear excepted, and shall not permit any act of waste or act that would tend to diminish the value of the Property in any way. Section 14. Authority of Parties. A. Seller represents and warrants that this Agreement: (1) Has been duly authorized, executed, and delivered by Seller; (2) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Seller is a party or by which Seller or the Property is bound. B. Purchaser represents and warrants that this Agreement: (1) Has been duly authorized, executed, and delivered by Purchaser; (2) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Purchaser is a party or by which Purchaser is bound. C. Each party warrants and represents to. the other that the persons executing this Agreement on its behalf are authorized to do so, and on execution of this Agreement, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms. Section 15. Brokers. LA #4819-6459-8019 Q 9 Each party warrants and represents to the other that no brokers have been retained or consulted in connection with this transaction. Each party agrees to defend, indemnify, protect and hold harmless the other party from any claims, expenses, costs, or liabilities arising in connection with a breach of that party's representations, warranties, or covenants under this Agreement. Section 16. Assignment. Neither party may assign this Agreement without the prior written consent of the other party. No assignment by a party shall release that party from any of its liabilities and obligations under this Agreement. Section 17. Attorney Fees. If litigation is commenced between the parties, the prevailing party in that litigation as determined by the court shall be entitled to recover from the non-prevailing party all reasonable attorney fees and costs. Section 18. Notices. All approvals, notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, delivered by overnight commercial carrier, sent by certified mail, postage prepaid, return receipt requested, or delivered or sent by telecopy and shall be deemed effective upon the earlier of. (i), if personally delivered, the date, of delivery to the address of the person set. forth below; (ii) if delivered by overnight commercial carrier, one (1) business day following the receipt of such communication by such carrier from the sender, as shown on the sender's delivery receipt from such carrier; (iii) if mailed, on the date of delivery as shown by the sender's certification receipt; or (iv) if given by telecopy, upon electronic confirmation of receipt. Any approval, notice, request, demand, direction or other communication sent 'by telecopy must be confirmed within forty-eight (48) hours of such sending by letter mailed or delivered in accordance with the foregoing in order to be deemed effective. Notice of change of address shall be given by written notice in the manner detailed in this Section. The addresses of the Parties are: To Seller: Thang Q. Pham Fax No.: To Buyer: Rosemead Community Development Commission 8838 East Valley Boulevard Rosemead, California 91770 Attn.: Executive Director Fax No.: 626-307-9218 With a copy to: Joseph M. Montes, Esq. Burke, Williams & Sorensen, LLP 444 South Flower Street, Suite 2400 LA #4819-6459-8019 Q 10 Los Angeles, California 90071 Fax No.: 213-236-2700 Section 19. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings (whether written or oral) of the parties. This Agreement can not be modified in any manner except by an instrument in writing executed by the duly authorized representatives of the parties or of their respective successors in interest. Section 20. Severability. If any term or provision of this Agreement is, to any extent, held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected. Section 21. Waivers. Any waiver of a breach of any covenant or condition in this Agreement shall not be deemed a waiver of any other covenant or condition in this Agreement, and no waiver shall be valid unless in writing and executed by the duly authorized representative of the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act. Section 22. Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form shall include plural, and vice versa. This Agreement shall not be construed as 'if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits attached or referred to in this Agreement are a part of this Agreement and incorporated into it by this reference. Section 23. Merger. All of the terms, provisions, representations, warranties, and covenants of the parties under this Agreement shall survive the close of Escrow and shall not be merged in the Deed or other documents. Section 24. Counterparts. This Agreement may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature and acknowledgment pages of this Agreement may be detached from any counterpart and re-attached to any other counterpart of this LA #4819-6459-8019 Q I I Agreement which is identical in form hereto but having attached to it one or more additional signature and acknowledgment pages. Section 25. Time of the Essence. Time is of the essence in this Agreement. Section 26. Successors. Subject to Section 14, this Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, successors, and assigns. Section 27. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of California without regard to principles of conflict of laws. Section 28. Independent Advice of Counsel. The parties hereto and each of them, represent and declare that in executing this Agreement they rely solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent and duration of their rights and claims, and that they have not been influenced to any extent whatsoever in executing the same by any of the parties hereto or by any person representing them, or any of them. The parties hereto, and each of them, further represent and declare that they carefully read this Agreement and know the contents thereof, and that they sign the same freely and voluntarily. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "SELLER" "PURCHASER" ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a California redevelopment agency_ Thang Q. Pham By: Print Name Its: Executive Director Kathy T. Pham ATTEST: LA #4819-6459-8019 Q 12 Print Name Its: Secretary APPROVED AS TO FORM: Joseph M. Montes Commission Counsel LA #4819-6459-8019 Q 13 EXHIBIT "A" Legal Description of Property [TO COME] LA #4819-6459-8019 Q EXHIBIT "B" Form of Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Rosemead Community Development Commission 8838 East Valley Boulevard Rosemead, California 1770 Attn.: Executive Director EXEMPT RECORDING PER GOVERNMENT CODE SECTIONS 6103 AND 27383 (Above Space for Recorder's Use Only) GRANT DEED A.P. NO.: THE UNDERSIGNED GRANTOR DECLARES THAT THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION IS ACQUIRING TITLE AND IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE & TAXATION CODE SECTION 11922 For a valuable consideration, receipt of which is hereby acknowledged, THANG Q. PHAM and KATHY T. PRAM, husband and wife (collectively, "Grantor"), hereby grant to the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a California redevelopment agency ("Grantee"), the real property in Los Angeles County, State of California, more particularly described in Exhibit 1 attached hereto and made a part hereof. DATED: .2008 Thang Q. Pham Kathy T. Pham LA #4819-6459-8019 Q I ACKNOWLEDGMENT State of California ) ) ss County of Los Angeles ) On , 2008 before me, (Name of Notary) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signature(s) on the instrument the persons, or the entity upon behalf of which the persons 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. (Notary Signature) LA #4819-6459-8019 Q 2 EXHIBIT 1 Legal Description [TO COME] LA #4819-6459-8019 Q