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HomeMy WebLinkAboutC-2549AGREEMENT OF PURCHASE AND SALE OF PROPERTY THIS AGREEMENT OF PURCHASE AND SALE OF PROPERTY ( "Agreement ") is entered into as of Ju ti e,2-5 , 2010 (the "Effective Date ") between the City of Arcadia, a California municipal corporation ( "Seller "), and KARE Youth League, a California nonprofit public benefit corporation ( "Buyer "). Buyer and Seller are sometime individually referred to herein as "Party" and collectively as "Parties ". RECITALS A. Seller is the owner of the property commonly known as 5150 Farna Avenue, Arcadia, CA 91006, described as a portion of Assessor's Parcel Number 8571- 011 -905, in the County of Los Angeles, City of Arcadia, State of California (the "Propert y "), as more fully described on Exhibit "A" and as shown on Exhibit "B ", attached hereto and incorporated herein by this reference. B. Buyer has utilized the Property as a parking lot and now desires to purchase the Property. C. Seller desires to sell the Property on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the above Recitals, which are incorporated into this Agreement, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Purchase Price. The total purchase price to be paid by Buyer to Seller for the Property shall be the sum of Eleven Thousand Seven Hundred Ninety Seven and 20/100 Dollars ($11,797.20) (the "Purchase Price "). The Purchase Price will be paid to Seller in cash or immediately available funds at the Closing. 2. Escrow. (a) Opening of Escrow. Within five (5) business days following the Effective Date, Buyer and Seller shall open an escrow ( "Escrow ") with First American Title Company, Riverside, California ( "Escrow Holder") attn: Debra Dunn ( "Escrow Agent "), for the purpose of consummating the transaction contemplated by this Agreement. For purposes of this Agreement, the Escrow shall be deemed open on the date Escrow Holder shall have received a copy of this Agreement, showing it to be fully executed by Buyer and Seller ( "Opening of Escrow" or "Opening Date "). Escrow Holder shall notify Buyer and Seller, in writing, of the Opening Date. (b) Escrow Instructions. This Agreement constitutes the joint basic escrow instructions of Buyer and Seller for conveyance of the Property. Buyer and Seller shall execute, deliver and be bound by any reasonable or customary supplemental or additional escrow instructions ( "Additional Instructions ") of Escrow Holder or other instruments as may be reasonably required by Escrow Holder in order to consummate the transaction contemplated by this Agreement. Any such Additional Instructions shall not conflict with, amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by Buyer and Seller. In the event of any conflict or any inconsistency between this Agreement and such Additional Instructions, this Agreement shall govern unless otherwise expressly consented or agreed to in writing by the Parties. (c) Close of Escrow. For purposes of this Agreement, "Close of Escrow" or "Closing" means the recordation in Official Records of Los Angeles County, California of a Quit Claim Deed in form reasonably acceptable to Buyer and Title Company conveying ownership to the Property to Buyer ( "Quit Claim Deed "), and the disbursement of funds and distribution of other documents by Escrow Holder, all as described herein. Close of Escrow shall occur within sixty (60) days of the Effective Date ("Closing Date "). Buyer and Seller may mutually agree to change the Closing Date by joint written notice to Escrow Holder. The Closing shall be conditioned upon satisfaction, or waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto. In the event the Escrow is not in a condition to close by the Closing Date for any reason other than the uncured breach of either Buyer or Seller, then any Party who is not then in default of the terms of this Agreement may terminate this Agreement and the Escrow as provided in Section 6 herein. If no notice of termination as provided in Section 6 herein is received by Escrow Holder, Escrow Holder is instructed to proceed with Close of Escrow as soon as possible. (d) Costs of Escrow and Title Policy. Seller is a municipal corporation ; accordingly, no documentary transfer tax will be payable with respect to the conveyance contemplated by this Agreement, pursuant to California Revenue and Taxation Code Section 11922. Similarly, no recording fees will be payable with respect to the recording of the Quit Claim Deed, pursuant to California Government Code Section 27383. Buyer shall pay all of the fees and costs attributable to conveyance of the Property pursuant to this Agreement, including but not limited to Escrow fees, costs of the Title Policy (defined below) and attorneys fees for the preparation of this Agreement and coordination of the conveyance (collectively, "Closing Costs "). Escrow Holder shall provide an estimated closing costs statement to Buyer and Seller at least three (3) days prior to the Closing Date. (e) Property Taxes and Prorations. All property taxes and assessments levied and assessed against the Property shall have been paid by Seller before delinquency and shall be current as of Close of Escrow. All property taxes and assessments levied and assessed against the Property shall be prorated as of 11:59 p.m. Pacific Standard Time on the date the Close of Escrow occurs. For purposes of calculating such prorations, Buyer shall be deemed to be in title to the Property, and therefore responsible for the expenses related thereto, for the entire day upon which the Close of Escrow occurs. All prorations shall be made in accordance with common escrow practices in Los Angeles County at the discretion of the Escrow Holder. (f) Broker's Fees and Commissions. Seller and Buyer acknowledge and represent to the other that neither party has had any dealings with any other person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the N purchase and sale contemplated hereby. Buyer shall pay Broker's fees and commissions. Buyer and Seller agree to indemnify and hold each other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any other broker, finder or other similar party by reason of any dealings or actions of the indemnifying party. (g) Deposit of Funds and Documents. (i) By Buye . No less than one (1) business day prior to Closing, Buyer shall deposit into Escrow: (i) funds required to pay the Purchase Price; (ii) funds required to pay Closing Costs; (iii) Preliminary Change of Ownership Report form; and (iv) such other documents and sums, if any, required of Buyer under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations. (ii) By Seller. No less than one (1) business day prior to Closing, Seller shall deposit into Escrow: (i) a properly executed and acknowledged Quit Claim Deed; (ii) certificate required under the Foreign Investment in Property Tax Act (Internal Revenue Code Section 1445), also known as a "FIRPTA" certificate; (iii) appropriate Real Estate Withholding Certificate required under California Revenue and Taxation Code Sections 18661 et seq., also known as "California Form 593 "; and (iv) such other documents and sums, if any, required of Seller under this Agreement and by Escrow Holder in the performance of its contractual or statutory obligations. (h) Buyer's Conditions Precedent to Close of Escrow. The Close of Escrow and Buyer's obligation to accept title to the Property and pay the Purchase Price are subject to the satisfaction of the following- described conditions for Buyer's benefit (or Buyer's waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date: (i) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the Effective Date and as of Close of Escrow. (ii) Seller shall have timely performed all obligations required to be performed by Seller prior to the Close of Escrow by the terms of this Agreement. (iii) Escrow Holder shall have received an irrevocable commitment from the Title Company (defined below) to issue the Title Policy (defined below) required pursuant to this Agreement, as set forth in more detail in Section 3 of this Agreement. (iv) Buyer shall have approved Escrow Holder's estimated closing costs statement. (i) Seller's Conditions Precedent to Close of Escrow. The Close of Escrow and Seller's obligation to convey the Property are subject to the satisfaction of the following - described condition for Seller's benefit (or Seller's waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date: (i) Seller shall have approved Escrow Holder's estimated closing costs statement; and 3 (ii) Buyer shall have timely performed all obligations to be performed by Buyer prior to Close of Escrow by the terms of this Agreement. 3. Title Report and Policy of Title Insurance. (a) Preliminary Title Report. If it has not already been ordered or obtained, Buyer will order from First American Title Company, 5 First American Way, Santa Ana, California 92707, Attn: Greg Franke ( "Title Company "), a preliminary title report for the Property, together with copies of all title exception documents referred to therein (collectively, the "PTR "). Prior to the expiration of thirty (30) days from receipt of the PTR, Buyer shall deliver written notice to Seller of its disapproval of any conditions of title and exceptions thereto, whether or not of record, including liens, encumbrances, easements, restrictions, reservations, rights, ingress from and egress to public thoroughfares, encroachments and claims, and any commencement of condemnation proceedings ( "Disapproved Items "). Seller shall notify Buyer within five (5) days from receipt of Seller's notice of Disapproved Items if it elects to remove any such Disapproved Items to Buyer's satisfaction prior to Closing. In the event Seller is unable or unwilling to remove all such Disapproved Items prior to Closing, Buyer may: (i) cancel this Agreement, in which case all deposits shall be returned, or (ii) waive its disapproval and acquire the Property subject to the uncured Disapproved Item(s). Buyer shall make the foregoing election in writing delivered to Seller prior to Closing. If Buyer fails to make such an election, Buyer shall be deemed to have approved the PTR in its entirety. Seller agrees that it will not, prior to the Closing, place any additional monetary encumbrances against the Property or any other encumbrances, charges, easements, etc., without Buyer's prior written consent. All title exceptions other than the Disapproved Items will constitute "Permitted Exceptions." (b) Monetary Liens and Encumbrances. It is expressly acknowledged and agreed that it is a condition to Close of Escrow for Buyer's benefit that at Close of Escrow the Property shall be free and clear of (i) all statutory liens and encumbrances for property taxes and assessments levied and assessed against the Property that have become due prior to Close of Escrow and (ii) all non - statutory monetary liens and encumbrances. Seller shall diligently seek to obtain, and cooperate with Escrow Holder and Title Company in obtaining, such reconveyance and/or other instruments as may be required by Title Company to insure such condition of title. Seller hereby authorizes and instructs Escrow Holder to cause the satisfaction and removal of all such liens and encumbrances from funds otherwise payable to Seller at Close of Escrow. Before such payments or charges are made, Escrow Holder shall notify Seller of the sums necessary to satisfy and remove such monetary liens or encumbrances. (c) Title Policy; Permitted Exceptions. It is a condition to the Close of Escrow for Buyer's benefit that title to the Property and the right to possession to any portion of the Property shall be subject only to the Permitted Exceptions, as evidenced by the receipt by Escrow Holder prior to the Closing Date of an irrevocable commitment from Title Company to issue to Buyer upon Close of Escrow an ALTA owner's form policy of title insurance ( "Title Policy ") in an amount equal to the Purchase Price, showing title to the Property vested in Buyer, subject only to: (i) a lien to secure payment of general and special Property taxes and assessments, not delinquent and (ii) the Permitted Exceptions, and containing such endorsements and affirmative coverage as Buyer may require. In the event Escrow Holder has not received 4 such irrevocable commitment prior to the Closing Date, then Buyer may terminate this Agreement as provided in Section 6 herein. 4. Representations and Warranties. (a) As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller represents and warrants to Buyer, as of the date hereof and as of the Closing, as follows: (i) Authorization. The individual executing this Agreement on behalf of Seller has the authority to execute same, and no further consents or approvals from any person or entity, are necessary in order to consummate the transaction contemplated hereby. Seller has the right, power and authority to enter into this Agreement. (ii) Title. Seller obtained title to the Property by Quitclaim Deed and will transfer the Property by Quitclaim Deed. Buyer shall satisfy itself as to the condition of title and shall not rely on any representation of Seller concerning the same. (iii) Litigation and Investigations. To Seller's knowledge, there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Property, and Seller has received no notice, warning, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any laws, or informing Seller that the Property is subject to investigation or inquiry regarding the violation of any laws. (iv) Violations of Laws. There are no violations of any governmental laws, ordinances, rules, regulations or orders relating to the Property. The consummation of the transaction contemplated by this Agreement does not violate any law with which Seller must comply. (v) No Approval Necessary. No approval or consent not previously obtained is necessary in connection with the execution of this Agreement by Seller or the performance of Seller's obligations under this Agreement. (vi) Binding and Enforceable. This Agreement constitutes the legally valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or by equitable principals relating to or limited the rights of creditors generally. References herein to "Seller's knowledge" refer to the actual knowledge of Phillip Wray without the duty of inquiry. Seller represents that the aforementioned person is the representative of Seller with the most knowledge regarding the subject matter of the above representations and warranties. If, prior to the Closing, Buyer becomes aware that any of Seller's representations or warranties has been materially breached by Seller or is materially incorrect, or that any information or document provided by or on behalf of Seller to Buyer is materially incorrect, then Buyer shall have the right to terminate this Agreement by providing Seller with written notice within five (5) days of Buyer becoming aware of such material breach or inaccuracy and to recover all of its third -party out -of- pocket expenses. In the event Buyer does not exercise such right to terminate, Buyer shall be deemed to have expressly waived any and all remedies for such breach or inaccuracy. Seller shall promptly notify Buyer of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If Buyer reasonably concludes that a fact materially and adversely affects the Property, Buyer shall have the option to terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer terminates this Agreement pursuant to this Section, Escrow Holder shall cancel the Escrow and Seller shall be responsible for all costs of escrow. (b) Buyer represents and warrants to Seller as follows: (i) Authorization. Buyer is a nonprofit public benefit corporation duly organized and existing under the laws of the State of California. The individual executing this Agreement on behalf of Seller has the authority to execute same, and no further consents or approvals from any person or entity, are necessary in order to consummate the transaction contemplated hereby. Buyer has the right, power and authority to enter into this Agreement. (ii) No Approval Necessary. No approval or consent not previously obtained is necessary in connection with the execution of this Agreement by Buyer or the performance of Buyer's obligations under this Agreement. (iii) No Violation of Existing_ Agreements. Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement or instrument to which Buyer is a party or by which Buyer may be bound. (iv) Binding and Enforceable. This Agreement constitutes the legally valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or by equitable principals relating to or limited the rights of creditors generally. (v) Violations of Laws. The consummation of the transaction contemplated by this Agreement does not violate any law with which Buyer must comply. (vi) As -Is Purchase. Buyer has utilized the Property as a parking lot for a significant period of time and has reason to be aware of the condition of the Property. Buyer acknowledges and agrees that, except as otherwise specifically provided herein, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (i) value; (ii) the income to be derived from the Property; (iii) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (iv) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (v) compliance with any environmental protection, pollution or land use laws, rules, regulation, orders or requirements, including but not limited to, Title III of 6 the Americans with Disabilities Act of 1990, California Health & Safety Code, the Federal Water Pollution Control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency Regulations at 40 C.F.R., Part 261, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, and regulations promulgated under any of the foregoing; (vi) the presence or absence of Hazardous Substances or Waste at, on, under, or adjacent to the Property; (vii) the content, completeness or accuracy of any due diligence materials or PTR; (viii) deficiency of any undershoring; (ix) deficiency of any drainage; (x) the fact that all or a portion of the Property may be located on or near an earthquake fault line or a flood zone; or (xi) with respect to any other matter. Except for Seller's express representations and warranties contained herein, Buyer is relying solely on its own investigation of the Property and review of such information and documentation, and not on any information provided or to be provided by Seller. Buyer further acknowledges and agrees that any information made available to Buyer or provided or to be provided by or on behalf of Seller was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Buyer further acknowledges and agrees that, to the maximum extent permitted by law, the sale of the Property as provided for herein is, except as may otherwise be expressly stated herein, made on an "as is" condition and basis with all faults, and that Seller has no obligations to make repairs, replacements or improvements except as may otherwise be expressly stated herein. If, prior to the Closing, Seller becomes aware that any of Buyer's representations or warranties has been materially breached by Buyer or is materially incorrect, or that any information or document provided by or on behalf of Buyer to Seller is materially incorrect, then Seller shall have the right to terminate this Agreement by providing Buyer with written notice within five (5) days of Seller becoming aware of such material breach or inaccuracy and to recover all of its third -party out -of- pocket expenses. In the event Seller does not exercise such right to terminate, Seller shall be deemed to have expressly waived any and all remedies for such breach or inaccuracy. Buyer shall promptly notify Seller in writing if Buyer becomes aware on or before the Closing that any of its representations or warranties was not or is no longer true and correct. If Seller reasonably concludes that a fact materially and adversely affects Buyer's ability to perform in accordance with this Agreement, Seller shall have the option to terminate this Agreement by delivering written notice to Buyer and Escrow Holder. If Seller terminates this Agreement pursuant to this Section, Escrow Holder shall cancel the Escrow and Buyer shall be responsible for all costs of escrow. 5. Seller's Covenants. Commencing with the full execution of this Agreement by both parties and until the Close of Escrow: (a) Liens, Encumbrances, Easements. Seller shall not permit any liens, encumbrances, or easements to be placed on the Property, other than the Permitted Exceptions. (b) Agreements. Seller shall not enter into or renew any agreement regarding the sale, rental, management, repair, improvement, or undertake any new obligations prior to 7 Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of Buyer. 6. Termination, Defaults, Remedies. (a) Exercise of Rights to Terminate. In the event Buyer or Seller elects to exercise its rights to terminate this Agreement and the Escrow as provided in this Agreement, then Buyer or Seller, as applicable, may so terminate by giving notice, in writing, prior to the Close of Escrow, of such termination to the other Party and Escrow Holder. In such event, the Party so terminating shall pay all Escrow fees, attorneys' fees for the preparation of this Agreement and closing of this transaction and Title Company termination fees and charges (collectively, "Termination Costs "). Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting for the obligation of the Party so terminating to pay Termination Costs as provided herein, and excepting for the obligations under this Agreement that expressly survive any termination of this Agreement, shall cease and terminate. (b) Buyer's Breach. In the event Buyer breaches any obligation hereunder which Buyer is to perform prior to the Close of Escrow, and fails to cure such breach within a reasonable period of time, then Seller, as its sole and exclusive remedy, may terminate this Agreement and the Escrow by giving notice, in writing, prior to the Close of Escrow, of such termination to Buyer and Escrow Holder. In such event, Buyer shall pay all Termination Costs. Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting for the obligation of the Buyer to pay Termination Costs as provided herein, and excepting for the obligations under this Agreement that expressly survive any termination of this Agreement, shall cease and terminate. (c) Seller's Breach. In the event Seller breaches any obligation hereunder which Seller is to perform prior to the Close of Escrow, and fails to cure such breach within a reasonable period of time determined at the sole discretion of Buyer, then, in addition to pursuing any other rights or remedies which Buyer may have at law or in equity, Buyer may, at Buyer's option, (i) terminate this Agreement and the Escrow by giving notice, in writing, prior to Close of Escrow, of such termination to Seller and Escrow Holder; or (ii) initiate an action for specific performance of this Agreement. Should Buyer elect to terminate this Agreement and the Escrow as provided herein, then Seller shall pay all Termination Costs. Upon such termination, all obligations and liabilities of the Parties under this Agreement, excepting for the obligation of the Seller to pay Termination Costs as provided herein, and excepting for the obligations under this Agreement that expressly survive any termination of this Agreement, shall cease and terminate. (d) Return of Funds and Documents; Release of Liability as to Escrow Holder. In the event Escrow Holder terminates the Escrow as a result of having received notice, in writing, from Buyer or Seller of its election to terminate the Escrow as provided in this Section 6, then Escrow Holder shall terminate the Escrow and return all funds, less Termination Costs, as appropriate, and documents to the Party depositing the same. Further, the Parties hereby release Escrow Holder, and shall hold Escrow Holder free and harmless, from all liabilities associated with such termination excepting for Escrow Holder's obligations to return 8 funds and documents as provided herein. It is expressly agreed that the provisions of this Section 6(d) shall survive any termination of this Agreement. 7. Notices. Notices and demands which either party is required or desires to give to the other shall be given in writing by either (a) certified mail, return receipt requested with appropriate postage paid, (b) personal delivery, (c) facsimile transmission or (d) private overnight courier service to the address or facsimile number set forth below for the respective party, provided that if any party gives notice of a change of name or address or number, notices to that party shall thereafter be given as demanded in that notice. All notices and demands so given shall be effective upon receipt by the party to whom notice or demand is being given, except that any notice given by certified mail shall be deemed delivered three (3) business days after deposit in the United States mail. To Seller: Phillip Wray Deputy of Development Service District / City Engineer City of Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 Facsimile: (626) 447 -7866 With a copy which shall not constitute notice to: Best Best & Krieger LLP Attn: Stephen Deitsch, Esq. 3750 University Avenue, Suite 400 Riverside, CA 92501 Facsimile: (951) 686 -3803 To Buyer: Francis E. Ostergard President KARE Youth League P.O. Box 66280 Arcadia, California 91066 -2080 Facsimile: (626) 442 -1113 To Escrow Holder: First American Title Company Attn: Debra Dunn, Escrow Agent 3400 Central Avenue, Ste 100 Riverside, CA 92506 Telephone: (951) 787 -1757 8. Survival. All provisions herein and all obligations of Buyer and Seller pursuant to this Agreement which are to be performed or apply to circumstances subsequent to the Closing shall survive the Closing and shall not be merged into any instrument or conveyance delivered at Closing, but shall survive the Closing for a period of only one (1) year. 9. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 10. Assignment. Buyer shall have the right to assign all rights and liabilities under this Agreement to any party or governmental agency. 11. Amendments. All amendments and supplements to this Agreement must be in writing and executed by each party hereto. 12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 13. Further Assurances. Buyer and Seller agree to execute all documents and instruments and to take all action, including deposit of funds in addition to such funds as may be specifically provided for herein and as may be required in order to consummate the purchase and sale herein contemplated, and shall use their commercially reasonable efforts to accomplish the Closing in accordance with the provisions hereof. Buyer and Seller shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies. 14. Time is of the essence of this Agreement. 20. Attorney's Fees. In any action to enforce the terms of this Agreement, the Prevailing Party shall be entitled to recover from the nonprevailing party all reasonable attorneys' fees and costs incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all the attorneys' fees paid or incurred in good faith. "Prevailing Party" shall include without limitation a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action; or the party determined to be the prevailing party by a court of law. 15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any prior agreements, negotiations and other dealing between the parties. This Agreement may not be modified or amended except by a written instrument signed by both Buyer and Seller. 16. Exhibits. All exhibits referenced herein are incorporated herein by such reference. 17. Governing. This transaction and the rights and remedies of the parties thereunder shall be governed by the laws of the State of California except those pertaining to choice of laws. The parties hereto agree that the proper forum for the hearing of any matters concerning this transaction and the rights and remedies of the parties hereunder is the County of Los Angeles, State of California. 18. Authorization. Each person signing this Agreement on behalf of the respective parties represents and warrants that he or she is authorized to execute and deliver this Agreement and that this Agreement will thereby become binding upon Seller and Buyer, respectively. 10 EXECUTED as of the date appearing on Page 1 hereof. BUYER: CITY OF ARCADIA, a municipal corporation Donald Penman City Manager Date executed: 'Ju-a 25 , 2010 TTES Crty tjA APPROVED AS TO FORM: � (D. Stephen P. Deitsch City Attorney BUYER: KARE Youth League, a California nonprofit public benefit corporation Francis E. Ostergard, Pre- dent 11 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY (see attached) Exhibit "A" EXHIBIT A PECK ROAD WATER CONSERVATION PARK 1EX 221 -RW 1 1 A.P N 8571- 011 -905 (Portion) T G 597 (E4) I.M. 144 -277 S.D 1 M9322047 LEGAL DESCRIPTION (Quitclaim of portion of fee) That portion of that certain parcel of land in Lot 17, Western Two Thirds Rancho San Francisquito, as shown on map recorded in Book 42, pages 93 and 94, of Miscellaneous Records, in the office of the Registrar- Recorder /County Clerk of the County of Los Angeles, described in deed to LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, recorded in Book D6703, page 420, of Official Records, in the office of said Registrar - Recorder /County Clerk, bounded on the northwest by that certain course described as having a bearing and length of S. 60 °09'48" W 654.40 feet in deed to said LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, recorded in Book 18639, page 396, of said Official Records, bounded on the west by the easterly line of the 50 -acre parcel described in deed to W.M. Snoddy, recorded in Book 15, page 391, of Deeds, in the office of said Registrar- Recorder /County Clerk, and bounded on the southeast by the following described line: Beginning at a point in said easterly line, said point being distant along said easterly line South 13 °55'49" West 35.44 feet from the southwesterly terminus of said course having a bearing and length of S 60 °09'48" W. 654.40 feet; thence North 58 035'36" East 131.24 feet; thence North 58 °00'58" East 187 13 feet to the beginning of a tangent curve concave to the northwest and having a radius of 27.50 feet; thence northeasterly along said curve, an arc distance of 28.32 feet to a point therein, a radial of said curve to said last- mentioned point bears North 89 °00'58" East; thence non - tangent to said curve, North 59 °42'23" East 99.95 feet to said course having a length of 654.40 feet. Containing, 6,554± s.f APPROVED AS TO DESCRIPTION june 2.4 Qoo'; COUNTY OF LOS ANGELES By Ill'--- - SU EF? IS ADASTRAL ENGINEER III Survey apping a Property Management Division This real property description has been prepared in conformance with the Professional Land Surveyors Act. The signatory herein is exempt pursuant to Section 8726 of the California Business and Professions Code. C:1LPUega1slpeck road spreading basin iex.doc RV BUS\M HOSKING \741157.1 �S a EXHIBIT "B" DEPICTION OF PROPERTY SAy C_. f_�c wxi i •6c.,., ai s,. �y •.o nro > "'"'e 3y H� [�-'l\ \�iroa sn "sa. _I YiS�... tk�yeO S' +J-ai A � j � a y � o- : s • � Y y?1$K'�` " \\ i 11�r�;.. ` �oL '' a "�TggC �M 't' )rf Ft / ��g� ^\ ol R , � Y ��' '�' p u. \I .•y' r b Tp f �alJ a � .��Y��� /ny� Sb$ � 'II`�,L�� 1t`, ♦C�q�� �, �� ipo "�� "-4 FAQ, D �r r�� 1.� X11 N Z / f r `I rY'``• o ��l�s i �'� ~\i -9t F,i f s• y` u,3x. � pip o° ;,or ♦ \c,a ♦` ` a pro • v \ - i 6 Lyl _ q 4 SEE 35- RY,8., Exhibit `B"