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HomeMy WebLinkAboutC-2957I16b -40 0--aqg] ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement ") is made and entered into effective as of . , ( , 2015 "(Effective Date "), by and between the CITY OF ARCADIA, CALIFORNIA, a California municipal corporation ( "City ") and LOS ANGELES TURF CLUB, INC. (`Bum "). RECITALS (a) City has obtained possession of certain signage that was previously used in the operation of THE ONE HUNDRED TO ONE CLUB ( "Club ") in connection with its acquisition of the real property where the Club was located. (b) Buyer believes that the signage described above has unique value due to the long history of the Club within the City of Arcadia and desires to acquire and preserve the signage for display in its operations at Santa Anita Park ( "Facility "); (c) City recognizes the historical value of this signage, desires to see it maintaine&in an appropriate historical context at the Facility, and is willing to transfer the signage to Buyer on the terms and conditions contained herein. NOW, THEREFORE, in consideration of the above and the mutual agreements and covenants contained herein, the parties hereto agree as follows: AGREEMENT 1. Purchase of Assets. City agrees to transfer, convey, and deliver, to Buyer all of its right, title, and interest in and to the assets set described on Schedule 1 attached hereto and incorporated by this reference ( "Historical Signage"). 2. Purchase Price. The purchase price for the Historical Signage shall be Seven Hundred and Fifty dollars ($750.00). ( "Purchase Price "). On the Effective Date, Buyer shall pay City the Purchase Price in immediately available funds. 3. Covenant of Buy. Buyer hereby acknowledges the special and unique value of the Historical Signage and acknowledges the City's interest in transferring the Historical Signage to a party that will maintain and display it in an appropriate historical context. Buyer hereby covenants that it is purchasing the Historical Signage for the purpose of maintenance and display at the Facility and not "to resell or dispose of the Historical Signage to any third party. 4. Disclaimer Regarding Club Name. City holds title to the Historical Signage in its tangible form only and not to any trademark or trade name rights associated with the Club. Buyer is solely responsible for obtaining any such rights, if necessary, in connection with its use of the Historical Signage and City makes no representation or warranty with respect to same. 5. City's Representations and Warranties. City hereby represents and warrants the following to Buyer: 24347.00600 \9599496.1 (a) Authorization and Enforceabilitv. This Agreement has been duly authorized by all necessary action of the City and is a legal, valid and binding obligation of City, enforceable in accordance with its terms. (b) Title to Historical Signage. City has valid title to all of the Tangible Assets, free and clear of all mortgages, liens, security interests, pledges, charges, claims, encumbrances and restrictions of any nature whatsoever. (c) Disclaimer of Warranty. City makes no warranty or representation with respect to the condition of the Tangible Assets and sells them to Buyer in their current actual condition "AS -IS ". 6. Bu ear Representations and Warranties. Buyer hereby represents and warrants to City as follows: (a) Authorization and Enforceabilitv. This Agreement has been duly authorized by all necessary corporate action of the Buyer and is a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms. (b) Due Diligence of Buyer. Buyer acknowledges and agrees that it has conducted its own due diligence investigation of the Historical Signage and that Buyer has not relied on any information or projections provided by the City with respect to the condition or right to use the Historical Signage in making its decision to purchase the Historical Signage hereunder. Buyer is purchasing and accepts the Historical Signage in its current actual condition, "AS IS ". 7. , Taxes. Buyer shall be responsible for any and /or all sales, use, or transfer taxes arising out of the transfer of the Historical Signage. 8. Deliverables. On the Effective Date: (a) Buyer shall deliver the Purchase Price to City in immediately available funds; and (b) City shall deliver to Buyer an original executed bill of sale transferring title to all of the Historical Signage to Buyer. 9. Indemnification. From and after the Closing, Buyer shall indemnify, defend and hold harmless City and its successors and permitted assigns against and from all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings, assessments, levies, losses, fines, penalties, damages, costs and expenses, sustained or incurred by City resulting from or arising out of or by virtue of any liability with respect to the use and operation of the Historical Signage on or after the Closing Date, including any claims regarding the right of Buyer to use the name of the Club. 10. Survival. The covenants, representations, warranties, and indemnities contained herein shall survive the termination of this Agreement. 24347.00600 \9599496.1 2 11. Assignment. Neither party shall have the right to assign this Agreement without the prior written consent of the other party. This Agreement and the other documents executed and delivered in connection herewith shall be binding upon and inure to the benefit of the parties hereto and their respective personal and legal representatives, heirs, successors, and permitted assigns. 12. Applicable Law. This Agreement and all documents executed and delivered in connection herewith and the rights and obligations of the parties hereto and thereto shall be governed by and construed in accordance with the laws of the State of California. 13. Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one parry, but all such counterparts taken together will constitute one and the same agreement. Facsimiles and email transmissions of ".pdf'or similar format shall be considered originals for purposes of this Agreement. 14. Severability. It is intended that each paragraph of this Agreement shall be treated as separate and divisible, and in the event that any paragraphs are deemed unenforceable, the remainder shall continue to be in full force and effect so long as the primary purpose of this Agreement is unaffected. 15. Legal Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, default, misrepresentation, or breach in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, expenses, and other costs incurred in that action or proceeding in addition to any other relief to which such party may be entitled. 16. Further Cooperation. Each party hereto covenants and agrees to prepare, execute, acknowledge, file, record, publish, and deliver to the other parties hereto such other instruments, documents, and statements, including without limitation instruments and documents of assignment, transfer, and conveyance, and take such other action as may be reasonably necessary or convenient in the discretion of the requesting party to carry out more effectively the purposes of this Agreement. 17. Modifications. This Agreement may not be altered, amended, changed, waived, terminated, or modified in any manner unless the same shall be in writing and signed by or on behalf of the party to be bound. 18. Incorporation of Exhibits. All exhibits and schedules referenced in this agreement shall be incorporated fully herein and shall be given legal effect as if included within the text of this Agreement. [signature page follows] 24347.00600 \9599496.1 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. CITY: CITY OF ARCADIA, CALIFORNIA By: Name: DOMINIC LAZZARETTO Title: CITY MANAGER Approved as to form: By: City Attorney 24347.00600\9599496.1 4 I.�i�•i�l:� LOS ANGELES TURF CLUB, INC. By: Name: FRANK E MARCO, JR. Title: Attest: By: Name: Title: AsSS"Zr 7 C;'� i/ �-Z'y. sc�'tS' ✓t°r SCHEDULEI ASSET LIST 1. Large Electronic Sign reading "100 -TO -1 Cocktails" (8' -7" x 6' 2" in size) 24347.00600 \9599496.1