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HomeMy WebLinkAboutChapman Plant DeedCHAPMAN.:.FACILITIES ACQUISITION AGREEMENT • This Chapman Facilities Acquisition Agreement (hereinafter referred to as "Agreement") is made as of the day o , 1981, by and between the City of Arcadia, a municipal corporation (h inafter referred to as "Arcadia ") and the City of Monrovia, a municipal corporation(hereinafter referred to "Monrovia ") WITNESSETH WHEREAS, Arcadia intends to purchase Monrovia's Chapman Facilities and exchange 951 acre feet of Arcadia's water right In the Main San Gabriel Basin for 951 acre feet of Monrovia's water right in the Western Unit of the Raymond Basin; and WHEREAS, the City Councils of the City of Arcadia and of the City of Monrovia have authorized the purchase and sale of the Chapman Facilities and exchange of water rights for the price and terms of sale hereinafter - iet forth. NOW, THEREFORE, in consideration of the mutual promises., covenants and conditions herein contained and for other good, valuable and adequate consideration, the parties hereto agree as follows: Section 1: Sale and Purchase.. Monrovia agrees to sell to Arcadia and Arcadia agrees to purchase from Monrovia, upon the terms and conditions set forth in this Agreement, all that certain real property (hereinafter referred to collectively as "Real Property ") legally described in Exhibit "A" which is attached hereto and by this reference incorporated here, together with all fixtures and equipment owned or claimed by Monrovia which are either generally or for the purpose of this transaction, a part of Real Property including but not limited to fixtures and equipment described in Exhibit "A ", and which Real Property, f and equipment are hereinafter referred to collectively as "Chapman Facilities " and exchange water rights as described in Section 2 of this Agreement, and Arcadia agrees to pay MonteviaTwo hundred Thousand Dollars ($200,000.00) in cash, Section 2. Water Rights Transfer. Arcadia hereby warrants it possesses an unencumbered adjudicated prescriptive pumping right of 951 acre feet in the Main San Gabriel Basin as awarded in the Judgment of the case of "Upper San Gabriel Valley Municipal Water District vs. City of Alhambra, et al.," Los An &eles Superior Court No. 924128 free and clear of any dens or clouds. Monrovia hereby warrants that it possesses an unencumbered decreed right of 951 acre feet in the Western Unit of the Raymond Basin as awarded in Judgment of the case of "City of Pasadena, a municipal corporation, Plaintiff, vs.. City of Alhambra, a municipal cor- poration, at al, Defendants," Los Angeles Superior Court No. Pasadena C- 1323, free and clear of any liens or clouds. It is hereby mutually agreed that effective July 1, 1981, Arcadia will permanently transfer 951 acre feet of its adjudicated prescriptive pumping right in the Main San Gabriel Basin to Monrovia and effective on close of escrow, Monrovia will permanently transfer the portion of its 951 acre feet of its decreed right to the Western Unit of the Raymond Basin remaining for Fiscal Year 1980 -81, and effective July 1, 1981, Monrovia will permanently transfer 951 acre feet of its decreed right to the Western Unit of the Raymond Basin to Arcadia. Said transfersto be in accordance with the rules and regulations established by the Watermaster of each respective Basin for the permanent transfer of water rights. -1- It Is understood that at the time of transfer of water rights from•Monrov.ia to Arcadia, that Monrovia may have used only a portion of its decreed pumping right for the Fiscal Year commencing -July 1, 1980 and ending June ,30, -1981. In consideration for this unused water right remaining at the time of transfer of Monrovia'-s water rights to Arcadia, Arcadia agrees to compensate Monrovia by selling Monrovia water through the Fifth Avenue inter -tie at special water rates, as further net forth in Section 11 of this Agreement. _ Section 3: Refund for Well Casing Failure. It is hereby acknowledged that the Chapman Well (as described in Exhibit "A ") is nearing the end of . its estimated useful life and that a major failure of the well casing causing it to be non- usable within the next five years, would deprive Arcadia of a portion of the value obtained in the pur- chase of the. Chapman Facilities.' As full and just consideration if such a failure of the well casing should occur, Monrovia agrees to refund to Arcadia a proportionate amount of the depreciated value of the well casing (such value being 011,610. as listed on the "Report on Appraisal of the Chapman Facilities" dated May, 1980,• prepared by Kenneth I, Mullen, Consulting Engineers, Sheet 2 of 4 of the Appraisal of Plant Equipment,, attached hereto as Exhibit "B" and by this reference•, incorporated herein)for such time that the well casing is unusable during the next five years. This five -year refund period shall begin on the date of closing of escrow, as further. described in Section 4. It Is understood that Monrovia does not so. insure any such failure due to natural disaster or negligent acts. Section 4: Conveyance and Closing - .Chapman Facilities. A. Conveyance and Condition of Title. Monrovia shall convey, by grant deed to Arcadia, fee simple merchantable title to Chapman Facilities, free and clear of all recorded and unrecorded liens, encumbrances,•covenants, assessments, .easements, leases, franchises, and taxes, except utility easements of record on Real Property. The water rights described in Section 2 hereof shall be conveyed respectively toy the forms required by the Water Master of each Basin. . B. •Title Insurance Policy. The Escrow Agent, concurrent with the recordation of the Grant Deed for the Chapman Facilities, shall provide Arcadia with a CLTA Standard Coverage Policy of title insurance in the amount of the purchase price of the Chapman Facilities issued by Title Insurance and Trust Company and showing title to the Chapman Facilities vested in Arcadia subject only to the exceptions set forth in Section 4A herein, and the printed exceptions and stipulations contained in said title insurance policy. Monrovia shall pay the premium charged for said title insurance policy prior to the close of the escrow. C. Delivery of Possession. Monrovia agrees to and shall convey Chapman Facilities to Arcadia free and clear of any possession or any right of . possession. Monrovia warrants that there are no permanent occupants of Chapman Facilities other than Monrovia. D. Escrow. Arcadia agrees to open an escrow in .the City of Arcadia in accordance with this Agreement with an escrow agent designated by Arcadia (hereinafter referred as the "Escrow Agent ") for the sale and purchase of the Chapman Facilities, and the exchange of water rights referred to in Section 2. This Agreement shall constitute the joint escrow instructions of Arcadia and Monrovia, and upon delivery and receipt of a duplicate third original of this Agreement, the Escrow Agent is hereby empowered to carry out its duties as Escrow Agent hereunder. -2- As soon aS possible::after opening of escr.ow,:.Monrovia.shall deposit with Escrow Agent the •fully exepu . grant deeds conveying title to Chapman Facilities in ,accordance with this Agreement, which grant .deed shall be executed•in a form approved by Arcadia. Also, as soon as possible after opening of 'escrow Arcadia shall deposit and Monrovia shall deposit with Escrow Agent Tully executed forms required by the Rules and Regulations of each respective water basin to convey the water rights described in Section 2 in a form approved by each party. Upon the written instruction of Arcadia and upon deposit of the purchase price to be paid for the Chapman Facilities, the Escrow Agent shall record the grant deecs Chapman Facilities in accordance with these escrow instructions, provided that title to the Chapman Facilities can be vested in Arcadia in accordance with the terms and provisions of Section 4A. and .provided further that possession to the. Chapman Facilities can be delivered to Arcadia in accordance with the terms and provisions of Section 4C. The Excrow Agent shall buy, affix, and cancel any transfer stamps required bylaw. Any insurance policies governing the Chapman Facilities are not to be transferred. Concur- rently with the recordation of aforesaid grant deeds,Sscrow Agent shall deliver the fully executed. Water Master form to each respective party conveying the water rights specified in Section 2. Ad valorem taxes and assessments (if any) on the Chapman Facilities levied, assessed, or imposed for any period commencing prior to the close of the escrow shall be borne and paid by Monrovia prior to the close of the escrow. Ad valorem taxes and assessments levied, assessed, or imposed for 'any period commencing after the close of the escrow shall be paid by Arcadia. Monrovia shall execute and deposit with the Escrow Agent a Quit Claim Deed to Arcadia for fixtures and equipment as specified in Section 1. The Escrow Agent shall deliver said Quit Claim Deed to Arcadia:-`at the time of the delivery of the recorded grant deed to Arcadia as provided in this Section. Monrovia hereby warrants and certifies that no document has been signed by or on the behalf of Monrovia for the .purpose of creating any lien, encumbrance, or security interest in said fixtures and equipment. included as a part of Chapman Facilities, and that Monrovia does not know of any claim, lien, encumbrance, or other.security interest therein.and personal property taxes levied, assessed, or imposed against Chapman Facilities. Monrovia .shall convey title to fixtures and equip- ment to Arcadia free and clear of`any lien,'encumbrances, or security, prior to close of escrow. The Escrow Agent is hereby authorized to: (a) Pay and charge Arcadia anal Monrovia for. the respective fees, charges, and costs payable under Section 4E. (b) Record the grant deeds for Chapman Facilities, deliver the cash payment to Monrovia, deliver the recorded grant deeds to Arcadia when all conditions of this escrow have been fulfilled by Arcadia and Monrovia. The cash payment shall not be delivered by the Escrow Agent unless and until it has recorded the grant deeds and has delivered to Arcadia a title insurance policy insuring title in conformance with the requirements of Section 4B. (c) Re,cord ay inatrumentSideliVered,throUghthisescrow if necessary or proper * to vesb title in Arcadia in aoOordence with the terms and provisions of these escrow instructions. I • • • All funds received in this escrow shall be deposited by the Escrow Agnt in a general escrow account with any State or National bank doing business in the State of California and may be combined in such account with other escrow funds of the Escrow Agent. Such funds may be transferred to any other such general eScrow account or accounts. All adjustments are to be made on a basis of a thirty. (30) day month. Time is of the essence in these escrow instructions. If this escrow is not in condition to close within 45 days after the date of this Agreement, or by July 1, 1981, . whichever is earlier, either party who then shall have fully performed the acts to be performed hereunder before the conveyance of title in writing, demand the return of his money, papers, or docuMents. No demand for return shall be recognized until five (5) days after the Escrow Agent shall have mailed copies of such demand to the Other party at the address provided in Section 12. Objections, if any, shall be raised by written notice to the •Escrow Agent and to the other party within the 5-day period, in which event the Escrow Agent is authorized to hold all money, papers, and documents with respect to Chapman Facilitias and the water rights transfer documents until instructed by a Mutual agreement of the partie8, or, upon the failure thereof, by a court of competent jurisdiction. Ti no such demands are made', the escrow shall be closed as soon as possible. • The Escrow Agent shall not be obligated to return any such money, papers, or docu- ments except upon the written instructions of both parties, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction.• Any amendment to these escrow instructions shall be in writing and signed by both Arcadia and Monrovia. At the time of any amendment, the Escrow Agent shall agree to carry out Its duties as Escrow Agent under such amendment. • All communications from the Escrow Agent to Arcadia or Monrovia shall be directed to the addresses and in the manner established in Section12 for notices, demand's, and . communications between the parties. • The responsibility and liab4ity of the Escrow Agent under these escrow instructions is limited to the performance of the obligations Imposed upon it under this Section 4. E. Escrow Fees, Charges and Costs. Arcadia shall pay into escrow to the Escrow Agent the following fees, charges, and costs after the Escrow Agent has notified Arcadia of the amount of such fees, charges and costs and prior to the close of the escrow: (a) One-half the escrow fee. (b) The cost of drawing the grant deed. (c) Recording fees pertaining to the grant deed. (d) Ad valorem taxes, if any, upon Chapman Facilities or upon this Agreement, or any rights thereunder prepaid by Monrovia for a period from close of escrow and thereafter. -4- Monrovia shall pay into '.escrow to the Escrow Agent th ollowing fees, charges, and costs after the Escrow Agent has notified Monrovia of the amount of such fees, charges, and costs and prior ' to the close of escrow: (a) One -half of the escrow fee. (h) The portion of the premium for the title insurance policy to be paid by Monrovia as set forth in Section 4B of this Agreement. (c) Notary fees pertaining to the grant deed. (d) Any State, County, or City documentary stamps or transfer taxes pertaining to the recordation of the grant deed. (e) Ad valorem taxes and assessments (if any) on Chapman Facilities levied, assessed, or imposed for any period commencing prior to the close of escrow, and for any delinquent taxes and assessments (and any penalties and interest thereon) which are a lien on Chapman Facilities and are unpaid. (6) All fees, costs and charges necessary to place title in the condition spec i- f ied in Section 4A. Section 5: Evidence as to Titles. Monrovia shall pay for and have delivered to Arcadia such evidences as to its title to the properties and assets to be transferred to Arcadia hereunder as shall be satisfactory to the, Arcadia City Attorney. Section 6: Maintenance and Repairs. From and after the date hereof and until close of escrow, Monrovia shall continue to maintain and preserve in its customary man - ner the properties and assets to be transferred hereunder. Section 7: Utility Charges. Monrovia will request closing bills for all utility . services provided to close of escrow and' will pay the charges for said service. Section 8: Monrovia will perform all the work necessary to separate its 14" trans - mission pipeline from the Monrovia system within the boundaries of the City of Monrovia. Section 9: Maintenance of Records.= Notification. Arcadia agrees to maintain a record of the : existence of said 14 ".transmission' pipeline within Arcadia City limits and to notify Monrovia whenever it has knowledge of any construction activity that is likely to impact said line. Section..10: Abandonment of Easements. The City 'of Arcadia will provide the City of Monrovia a listing of all property ownerships affected by easements for the 14" transmission pipeline within the Arcadia City limits. The City of Monrovia will, upon the request of any affected•pro,perty owner, quit -claim all easement rights affecting said property. Upon the vacation of any easement the City of Monrovia will insure that the affected section of pipeline will be abandoned to the satisfaction of the property. owner. Further., the. City of Monrovia notify any property owner who has signifi- cant improvements overlying the easement. Section 11: Purchase of Water. Arcadia warrants that, for a period of one year from the Date of Closing, Monrovia will have unrestricted access to water supplies through the Fifth Avenue inter -tie. For the amount of water used from this connection equal to the unused portion of Monrovia's 951 acre feet of annual pumping right for Fiscal Year 1980 -81, Monrovia shall pay Thirty - two Dollars ($32.00) per acre foot. For all other amounts used during said year, Monrovia shall pay the then current rate charged for treated water by the Metropolitan Water District of Southern California. Section 12: Notices. Any notice or delivery to be given to either party may be effected by personal delivery in writing or by registered' or certified mail addressed as set forth below: -5- Section 13: Entire - Agreement; Successors in•Interest. This Agreement is executed.i.n three duplicate.criginals, each of which is deemed to be an original. This Agreement constitutes the entire understanding and agreement of Arcadia and Monrovia with respect•to Chapman Facilities and the water rights described in Section 2; inte- grates all of the terms and conditions mentioned in the Agreement or incidental hereto, and supersedes all negotiations or previous agreements of Arcadia and Monrovia with respect to Chapman Facilities and said water rights. • Section 14.. A3,1 terms, conditions, covenants, and agreements set forth in this Agreement shall survive the delivery of the deeds and•transfer of the water rights described in Section 2. Section 15. Neither Arcadia nor Monrovia shall. assign this Agreement or any of ifs rights or obligations under this Agreement, without any prior written consent of the other party. • Section 15. The terms, conditions, covenants, and agreements set forth in this Agreement shall apply to and shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, assigns, and successors in interest of the parties IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by their respective officers theretofore duly authorized as of the date set opposite their signatures. The date of this Agreement shall be.the latest date speci- fied hereon. • DATED: February 12, 1981 CITY OF AP.CADIA, a Municipal Corporation By M ATTEST: _ By To the City of Arcadia, City Water : *tanager City of Arcadia.: 240 West Huntington Drive.. Arcadia, CA .91006 Section 16. Time shall be of the essence in this Agreement. City Clerk APPROVED AS TO FORM: City Attorne City of Arc -6- To the City of Monrovia, •City of Monrovia' 415 South Ivy Avenue Monrovia, CA 91016 DATED: _. c �ti- / f (Ft/ CITY OF MONROVIA, a Municipal Corporation � / / f By f /ivlrl l2 ; ./i ,a Mayor ATTEST: City Clerk APPROVED AS . T O O FORM: By �/ �G• � I •'i L.. Attorney icy of Monrovia EXHIBIT "A" CHAPMAN FACILITIES, REAL PROPERTY A. Chapman Well Site - approximately 5,672 square feet known as Lot 1 of Tract 31978, in the County of Los Angeles, State of California, as per map recorded in Book 871, Pages 2,0 and 31 of Maps, in the Office of the County Recorder of said County. • . Chapman Reservoir Site - approximately 1.16 acres known as Lot 8 of Tract 31978, in the County of Los Angeles, State of California, as per map recorded in Book. 871, Pages 30 and 31 of Maps, in the Office of the. County Recorder of said County: 2. WELL A. Chapman Well - 20" diameter casing by424' eep. 3. PUMP STRUCTURES AND IMPROVEMENTS A. Pump House - Chapman Well. B. Paving. PULPING EQUIPMENT A. Motor - 125. H.P. - U. S. B. Discharge Head. C. Pump - Worthington 15M -185, 5- stage, 1160 RPM. 13. Discharge piping, valves, meters, and miscellaneous appurtenances. E. Electrical service and motor control center. F. Recorders, chlorinator and air compressor. 5. RESERVOIRS AND TANKS A. 1.5 mg concrete reservoir, 152' diameter by 11' deep. B. Roof. C. Masonry wall. D. Chain link fence - . E. Sand trap - concrete. F. Paving. 5. Miscellaneous vaults, telemetry equipment, fire hydrant and irrigation systems. 6. TRANSMISS II MAINS A. 12" Puinp discharge line 920+ L.1. B. 12" Reservoir overflow line - 170+ L.F. C. 4" Reservoir drain line - 50+ L.F. D. 14" Waterline 50+ L.F. (an site). E. Specifically excluded from this Agreement is Monrovia's 14" waterline from 'Mi: Avenue easterly through the Arcadia City limits and its associated easements.