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Home My WebLink About96.09-27-2017 Board Meeting - Late Communication.pdf ""' ,T ORANGE COUNTY SANITATION DISTRICT Memorandum a THE E V September 27, 2017 TO: Board of Directors Orange County Sanitation District FROM: Kelly A. Lore Clerk of the Board SUBJECT: LATE COMMUNICATION The Clerk of the Board received the following late communication and information after the posting of the agenda. A company name change was completed after regarding Item No. 11. The revised recommendation now reads: 11. CORRECTIVE MAINTENANCE OF PLANT NO. 1 AERATION BLOWER NO. 2 A. Approve a sole source purchase order contract for parts and services to Howden, Colfax Fluid Handling formerly known as Siemens Demag Delaval Turbomachinery Inc. (SDDTI) to repair Aeration Blower No. 2 in the amount of$281,196; and B. Approve a contingency of$56,239 (20%). A discrepancy between the recommendation for Item No. 13 on the Agenda and the Agenda Report for the same item. The recommendation on the agenda should read: 13. TAYLOR-DUNN CART PURCHASE FROM YALE CHASE EQUIPMENT AND SERVICES, INC. RECOMMENDATION: A. Authorize the award of a sole source purchase of twenty-seven (27) Taylor- Dunn electric carts from Yale Chase Equipment and Services, Inc., in accordance with 03/28/01 Minute Order 12(C), for a total cost of$317,342 $319,546 to include tax and delivery; and B. Approve a contingency of$35,8$15,977 (5%). The attached Addendum described in the Standard Offer, Agreement and Escrow Instructions, described in Item No. 19A, was inadvertently excluded from the original packet. No change to the recommendation is needed. 19. PROPERTY ACQUISITION FOR 18350 MT. LANGLEY STREET, FOUNTAIN VALLEY (Rob Thompson) RECOMMENDATION: A. Approve a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Purchase Agreement) with K&A Investments LP for Property at 18350 Mt. Langley Street, Fountain Valley, in a form approved by General Counsel, for$10,150,000; and B. Authorize the General Manager and General Counsel to Execute the following: 1. Preliminary Title Report Consistent with the Standard Offer, Agreement and Escrow Instructions; 2. Title Approval Letter; 3. Deeds and other evidences of title to the parcels of property that are the subject of the Purchase Agreement; 4. Preliminary Change of Ownership Report; 5. Acceptance of the Grant Deed to certain real property from K&A Investments LP; 6. Approved Estimated Closing costs; 7. Seller's Mandatory Disclosure Statement acknowledging receipt of this document; 8. Property Information Sheet acknowledging receipt of this document; 9. Natural Hazard Disclosure Report acknowledging receipt of this document; and, 10. Any and all other instruments related to the transaction. ADDENDUM#1 ADDENDUM TO THE STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE ("Agreement"), DATED SEPTEMBER 12, 2017 BY AND BETWEEN K&A INVESTMENTS L P ("K&A" OR "SELLER"); AND ORANGE COUNTY SANITATION DISTRICT("OCSD" OR"BUYER"), FOR THE SALE OF THE PROPERTY KNOWN AS 18350 MT. LANGLEY, FOUNTAIN VALLEY, CALIFORNIA ("PROPERTY") The terms herein shall be incorporated to and become a part of the Agreement between the parties. 27. ESCROW: Escrow shall be opened within five (5) days of the Purchase &Sale Agreement being fully executed by both Buyer and Seller. Escrow shall close thirty (30) days after Seller exercises the "Put Option" or Buyer notifies Seller of the Close of Escrow as described in Paragraph 31 below. 28. CONTINGENCIES: Notwithstanding anything contained in Paragraph 9 of the Agreement, Buyer shall have a 45-day due diligence period from the opening of escrow to approve or reject all stated due diligence items at Buyer's sole and absolute discretion. 29. INSPECTIONS: With advance notice to Seller and coordination with Sellers property manager, Buyer shall have the right to access the property(including access to all tenant suites, common areas, roof areas, mechanical rooms,and other areas of the building and project)during normal business hours during the due diligence period and bring their consultants,architects and engineers in addition to the typical inspections conducted in the regular course of escrow. Buyer shall not conduct any invasive inspections without Seller's written approval. All inspections shall be at Buyer's expense. Buyer shall indemnify and hold Seller harmless against any claims of loss or injury rising by virtue of such inspections. 30. DISAPPROVALS: In the event Buyer disapproves of any due diligence items as referenced above in Paragraph 9, within the respective time periods, by giving written notice to the Escrow Holder,escrow shall be canceled and Buyer shall be entitled to the return of its deposit, including interest (less any cancellation charges and escrow costs), without further action by either party and without liability to Escrow Holder. 31. PUT OPTION: After the expiration of the contingency period described above,Seller,at their option, may search for a property or properties to purchase to satisfy its Internal Revenue Code section 1031 deferred exchange requirement. At any time, during the first 12 months following the expiration of the Contingency Period, Seller shall have and can exercise a "Put Option" to Buyer, in writing, in which case Buyer shall be obligated to complete the purchase and close escrow within thirty(30)days thereafter. In the event Seller has not exercised their"Put Option" within twelve(12)months after expiration of the contingency period,Buyer may proceed to close the escrow by providing a written thirty (30) days' notice to Seller. In the event Seller exercises "Put Option"to Buyer and Buyer does not close within thirty(30)days,Seller may elect to cancel the escrow and the Buyer's Two Hundred Fifty Thousand Dollars ($250,000.00) shall be considered liquidated damages in favor to the Seller. 32. CONDITION OF PROPERTY/ESCROW PERIOD. Seller shall deliver the Property in an "as-Is" "where is" condition. Seller shall maintain the property in first class condition and repair throughout the escrow period,and properly maintained at the same standard prior to closing of escrow. Upon mutual execution of the Agreement, Seller will not enter into any new leases, nor execute any lease extensions with existing tenants at the Building during the escrow period without consultation and written approval of Buyer. Five (5)days prior to close of escrow, Seller and Buyer shall conduct a joint walk-through of the Property to verify that the building is acceptable and in substantially the same condition under the terms agreed upon by the Buyer and Seller. 33. TITLE INSURANCE: Seller will provide Buyer with the standard CLTATitle Insurance Policy. AGREED&ACCEPTED; BUYER: Orange County Sanitation District BY: Gregory C.Sebourn, PLS Date Its: Board Chairman ATTEST: BY: Kelly A. Lore,CIVIC Date Its: Clerk of the Board OWNER: K&A Investments LP BY: Date Its: