CDC - Item 5B - Pham Parcel Purchases E~~yy,►'M F
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ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
STAFF REPORT
TO: THE HONORABLE CHAIRMAN AND COMMISSIONERS
FROM: OLIVER CHI, EXECUTIVE DIRECTOR &"'`"e"'
DATE: OCTOBER 28, 2008
SUBJECT: PHAM PARCEL PURCHASE
SUMMARY
On October 14, 2008, the Community Development Commission authorized staff to
finalize the purchase of the Pham Parcel located at 3520 Ivar Avenue for $3.855 million
as part of the Glendon Way redevelopment project. Attached to this report is the
Purchase and Sale Agreement (Attachment A) for the Commission's consideration.
If it continues to be the intent of the Commission to purchase the Pham property, the
Commission must approve the purchase and sale agreement and adopt Resolutions
No. CDC 2008-32 (Attachment B) and CDC 2008-33 (Attachment C). Resolution No.
CDC 2008-32 approves the promissory note between the City and Commission for a
$3.055 million loan to purchase the property pending City Council approval. The
$800,000 difference will be paid with unrestricted tax increment dollars. Resolution No.
CDC 2008-33 appropriates $3.855 million for the purchase of the property.
Staff Recommendation
Staff recommends that the Commission take the following actions:
1. Approve the purchase and sale agreement;
2. Adopt Resolution No. 2008-32 approving the promissory note between the City
and Commission for a $3.055 million loan to purchase the property;
3. Adopt Resolution No CDC 2008-33 which appropriates $3.855 million for the
purchase of the property.
ANALYSIS
Per the direction of the Commission on October 14, 2008, staff finalized the purchase of
the Pham property as part of the Glendon Way redevelopment project. The deal points
for the purchase are as follows:
Total purchase price $3.855 million
APPROVED FOR CITY COUNCIL AGENDA: 0 •
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Community Development Commission
October 28, 2008
Pace 2 of 2
• Deposit of $100,000 at the opening of escrow
• Closing date of December 18, 2008 pending the receipt of a fully executed and
approved lease with a nationally recognized retailer for the Levitz building
FINANCIAL ANALYSIS
The Commission does not have sufficient cash to pay for the property and will need to
borrow the money from the City. As security for the loan from the City, the Commission
must approve a note payable to the City. The terms of the promissory note are listed
below:
1. Date: On or about December 5, 2008
2. Principal: $3,055,000
3. Rate : 4.00% annually
4. Term: 20 Years
5. Payment: Annually, interest only; principal due December 5, 2028
See attached repayment schedule.
The Promissory Note and related amortization chart are included as an attachment to
Resolution No. CDC 2008-32 (Attachment B).
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Submitted by:
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fiBrianSaekjr!
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ssistant City Manager
Attachment A - Purchase and Sale Agreement
Attachment B - Resolution No. CDC 2008-32 - Promissory Note
Attachment C - Resolution No. CDC 2008-33
PURCHASE AND SALE AGREEMENT
WITH JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement with Joint Escrow Instructions ("Agreement") is entered
into as of October, 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.
Seller agrees to sell and Purchaser agrees to purchase the Property, on and subject to the terms
and conditions contained in this Agreement.
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 Scright 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
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
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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.
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
(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
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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, 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 Iobjections, 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 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 I 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.
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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. IIf Purchaser elects to perform a Phase 1 environmental
assessment of the Property and such assessment recommends that further testing or that a Phase 11
environmental assessment be performed, then Purchaser shall have the right to extend the expiration of
the Inspection Period for up to forty-five (45) days upon the giving of written notice to Seller of such
election. 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. I
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
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 Agreeme.
and wastes that are or become regulated
"hazardous materials," "toxic substance,,
any federal, state, or local laws, rules,
requirements; and any petroleum or ref
material or substance designated as a 1
pursuant to 33 USCS § 1317, any Flamm;
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"Hazardous Substances" means all substances, materials,
classified as "hazardous substances," "hazardous wastes,"
"pollutants," "contaminants" or other similar terms under
ders, regulations, statutes, ordinances, codes, decrees or
d petroleum product, asbestos, polychlorinated biphenyl,
ardous substance pursuant to 33 USCS § 1321 or listed
explosive, or and radioactive material.
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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");
(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
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(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 behall'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, 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
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
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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 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. 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.
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:
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(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) the Property is free from Hazardous Substances and is not in violation of
any Environmental Laws, (b) there are no buried or partially buried storage tanks
located on the Property, (c) 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, (d) there is no monitoring program required by the Environmental Protection
Agency ("EPA") or any similar state agency concerning the Property, (e) 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, whether by accident, burying, drainage, or
storage in containers, tanks, or holding areas, or by any other means, (f) the Property
has never been used as a dump or landfill, and (g) 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
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.
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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 terns.
Section 15. Brokers.
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.
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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 carver, 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. Monies, Esq.
Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
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
LA #4819-6459-8019 v1 10
• •
(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 perfonmance 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
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.
LA g98I9-6459-8019 v l
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:
Print Name
Its: Secretary
LA #4819-6459-8019 v 1 12
APPROVED AS TO FORM:
Joseph M. Montes
Commission Counsel
LA #4819-6459-8019 v 1 13
EXHIBIT "A"
Legal Description of Property
LTO COME]
LA #4819-6459-8019 vl
•
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
GRANT DEED
A. P. NO.:
•
(Above Space for Recorders Use
TIIE UNDERSIGNED GRANTOR DECLARES 'THAT THE ROSEMEAD COMMUNITY DF.VELOPMP.NT COMMISSION IS
ACQUIRING'IFT'LE AND IS EXEMPT FROM DOCUMEN'T'ARY TRANSFER TAX PURSUANT" T'O REVENUE: & TAXA'T'ION
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 I attached hereto and made a part hereof.
DATED: 2008
Thang Q. Pham
Kathy T. Pham
LA #4819-6459-8019 v I
E
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 v1 2
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EXHIBIT I
Legal Description
[TO COME]
L
I.A #4819-6459-8019 v]
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RESOLUTION NO. CDC2008-32
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE EXECUTION OF A PROMMISSORY NOTE
IN THE AMOUNT OF $3,055,000 TO THE CITY OF ROSEMEAD, CALIFORNIA
WHEREAS, On June 10, 2008 the Rosemead Community Development
Commission (RCDC) voted to approve the Fiscal 2008-09 budget, and
WHEREAS, Subsequent to approving the FY 2008-09 budget the need to
purchase a parcel of real property known as 3520 Ivar Avenue, Rosemead,
California 91770 (the "Property") arose, and
WHEREAS, RCDC does not have sufficient cash to pay for the Property,
and
WHEREAS, RCDC will execute an interest bearing loan from the City,
secured with a Promissory Note to pay for the Property, and
WHEREAS, On or about December 5, 2008 the $3,055,000 will be
transferred from the City's checking account to the RCDC checking account.
NOW THEREFORE, BE IT RESOLVED, that the Commission does
authorize the execution of a Promissory Note dated on or about December 5,
2008 to the City in the in the amount of $3,055,000 at an interest rate of 4.00%
per annum for a term of 20 years.
PASSED AND ADOPTED, by the Rosemead Community Development
Commission, County of Los Angeles, of the State of California on October 28,
2008.
ATTEST:
(Chairman)
(Commission Secretary)
• 0
PROMISSORY NOTE
$3,055,000
Date: December_, 2008
For value received, the undersigned Rosemead Community Development Commission (RCDC)
(the "Borrower"), at 8838 East Valley Boulevard, Rosemead, California 91770, promises to pay
to the order of the City of Rosemead, (the "Lender"), at 8838 East Valley Boulevard, Rosemead,
California 91770, (or at such place as the Lender may designate in writing) the sum of $3,055,000
with interest from December 2008, on the unpaid principal at the rate of 4.00% per annum.
The accrued interest only shall be payable in annual installments of $122,200 beginning
December . 2009, and continuing until December-. 2028. (the "Due Date'), at which time the
remaining principal and interest shall be due in full. If the real property known as 3520 Ivar
Avenue, Rosemead, California 91770 (the "Property"), to be purchased with the proceeds of this
note, is sold by RCDC at any time prior to the Due Date the remaining principal and interest shall
be due in full on the close of escrow.
THE BORROWER UNDERSTANDS THAT THE PAYMENT OF THE ABOVE
INSTALLMENT PAYMENTS MAY NOT FULLY AMORTIZE THE PRINCIPAL BALANCE
OF THE NOTE, AND THEREFORE, A BALLOON PAYMENT MAY BE DUE ON THE DUE
DATE OR THE CLOSE OF ESCROW OF THE SALE OF PROPERTY, WHICHERVER
OCCURS FIRST.
All Payments on this Note shall be applied first in payment of accrued interest and any remainder
in payment of principal.
This Note shall be construed in accordance with the laws of the State of California.
Signed this day of December, 2008. at 8838 East Valley Boulevard, Rosemead,
California 91770.
Borrower:
Rosemead Community Development Commission
By:
John Tran, Chairperson
0
CITY OF ROSEMEAD
Loan Repayment Schedule
Outstanding
Principal
4.00%
Principal Interest
Payments Payments
Total
Payments
12/5/2008
$ 3,055,000
-
2009
3,055,000
- 122,200
122,200
2010
3,055,000
- 122,200
122,200
2011
3,055,000
- 122,200
122,200
2012
3,055,000
- 122,200
122,200
2013
3,055,000
- 122,200
122,200
2014
3,055,000
- 122,200
122,200
2015
3,055,000
- 122,200
122,200
2016
3,055,000
- 122,200
122,200
2017
3,055,000
- 122,200
122,200
2018
3,055,000
- 122,200
122,200
2019
3,055,000
- 122,200
122,200
2020
3,055,000
- 122,200
122,200
2021
3,055,000
- 122,200
122,200
2022
3,055,000
- 122,200
122,200
2023
3,055,000
- 122,200
122,200
2024
3,055,000
- 122,200
122,200
2025
3,055,000
- 122,200
122,200
2026
3,055,000
- 122,200
122,200
2027
3,055,000
- 122,200
122,200
2028
3,055,000
3,055,000 122,200
3,177,200
$ 3,055,000 $ 2,444,000 $ 5,499,000
0 0
RESOLUTION NO. CDC2008- 33
A RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
TO APPROPRIATE $3,855,000 FOR THE PURCHASE OF 3520 IVAR AVENUE,
ROSEMEAD CALIFORNIA 91770
WHEREAS, in a closed session, the Rosemead Community Development
Commissioners approved the purchase of real property known as 3520 Ivar Avenue,
Rosemead, California, 91770 (the "Property") for $3,855,000; and
WHEREAS, funds to pay for the Property are available in unreserved, undesignated
fund balance and from proceeds of a loan from the City; and
WHEREAS, the funds must be appropriated before they are expended.
NOW THEREFORE, $3,855,000 is appropriated in the Special Projects
Organization, Property Acquisition Object of the Capital Projects Fund (4215-8470-Fund45)
for the purchase of the Property.
The additional appropriation is made a part of the approved FY2008-09 budget as though
it were a part of the initial approved budget fully set forth and the Executive Director is
authorized and empowered to expend such sum for the purpose of such account, but with
no expenditure by any office or department for any item within an account shall exceed the
amount budgeted therefore without prior written approval of the Executive Director.
PASSED, APPROVED and ADOPTED this 281h day of October 2008.
Chairman
ATTEST:
Commission Secretary