HomeMy WebLinkAboutCALIFORNIA, STATE OF (4)INSURANCE NOT REQUIRED
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CITY CLERK
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Copy to COTC, M-30
AGREEMENT OF PURCHASE AND SALE
AND INITIAL ESCROW INSTRUCTIONS
STATE OF CALIFORNIA
DEPARTMENT OF GENERAL SERVICES
[Santa Ana Office Building]
A-2023-147
This Agreement of Purchase and Sale and Initial Escrow Instructions ("Agreement"),
dated for reference purposes only as July 7, 2023, is entered into by and between CITY OF
SANTA ANA, a California charter city and municipal corporation, ('Buyer"), and THE STATE
OF CALIFORNIA, acting by and through its DEPARTMENT OF GENERAL SERVICES (the
"State"). State and Buyer are each referred to as a "Party" and collectively as the "Parties".
Recitals
A. State is the owner of certain property consisting of approximately 0.46 acres,
together with improvements totaling approximately 128,010 square feet made thereon (the
"Improvements"), or in any other real or personal property tangible or intangible, located at 28
Civic Center Plaza, Santa Ana ("City"), County of Orange ("County"), State of California,
Assessor's Parcel No(s).: 008-067-36, and is legally described and depicted in Exhibits A and B
attached hereto and made a part hereof (the "Property").
B. The Agreement contemplates that the Property is being sold by the State as
surplus property pursuant to the provisions of Chapter 430 of the Statutes of 2018, and in
accordance with California Government Code Section 11011 et seq.
C. Buyer desires to purchase the Property from State and State desires to sell the
Property to Buyer upon the terms, conditions and provisions set forth in this Agreement.
NOW THEREFORE, in consideration of the above recitals, all of which are expressly
incorporated into this Agreement, and the mutual promises and covenants contained in this
Agreement, the Parties agree as follows:
Agreement
1. Purchase and Sale. State agrees to sell and convey to Buyer, and Buyer agrees to
purchase and accept from State, the Property on the terms and subject to the conditions set forth
in this Agreement. For the purpose of this Agreement, the date on which Escrow Holder
acknowledges in writing receiving a fully executed copy of this Agreement shall be hereinafter
referred to as the "Effective Date."
2. Purchase Price. The purchase price ("Purchase Price") for the Property shall be
THREE MILLION EIGHT HUNDRED TWENTY-SIX THOUSAND AND NO/100THS
DOLLARS ($3,826,000.00).
3. Payment of Purchase Price. The Purchase Price shall be payable by Buyer to
State as follows:
Page 1 of 19
[PSA-Hanford Armory 6.3.20]
(a.) Deposit; Release of Deposit; Non-Refundability. The State has waived
the deposit requirement for this local governmental entity Buyer.
'/M
(b.) Balance of Purchase Price. On or before the Close of Escrow, Buyer shall
deposit with Escrow Holder the Purchase Price, in immediately available funds, which shall be
paid to State at Close of Escrow.
(c.) Time of the Essence. Time shall be of the essence with respect to Buyer's
obligations to pay any funds under this Agreement.
4. Escrow.
(a.) Opening of Escrow. Escrow has been opened with Escrow Holder by
State ("Escrow"). Buyer and State agree to execute and deliver to Escrow Holder, in a timely
manner, all escrow instructions necessary to consummate the transaction contemplated by this
Agreement. The State will submit supplemental escrow instructions before the close of escrow.
Any such supplemental instructions shall not conflict with, amend or supersede any portion of
this Agreement. If there is any inconsistency between such supplemental instructions and this
Agreement, this Agreement shall control. Escrow Holder shall, upon receipt of a fully executed
copy of this Agreement, sign and date the Receipt by Escrow Holder attached hereto, and
distribute it to all parties listed in the "Notices" sections of the Agreement.
(b.) Close of Escrow. For the purpose of this Agreement, the "Close of
Escrow" shall be defined as the date that the Quitclaim Deed (as defined in Section 5, below) is
recorded in the Official Records of the County. The Close of Escrow shall occur no later than
thirty (30) days after the end of the Contingency Period (as defined in Section 7 (a) (ii), below).
5. Conditions of Title. The Property shall be conveyed to Buyer by State by a
quitclaim deed, in the form as set forth in Exhibit C ("Quitclaim Deed"), subject only to (a) a
lien to secure payment of real estate taxes and assessments, not delinquent; (b) the lien of current
supplemental taxes, not delinquent; (c) such other title matters affecting the Property created by
or with the written consent of Buyer; (d) all applicable laws, ordinances, rules and governmental
regulations (including, but not limited to, those relative to building, zoning and land use, and
Chapter 430 of the Statutes of 2018, and in accordance with California Government Code
Section 11011 et seq.) affecting the development, use, occupancy or enjoyment of the Property;
(e) all matters which would be apparent from an inspection of the Property; (f) all matters which
would be disclosed by a survey of the Property; and (g) exceptions which are approved and/or
accepted by Buyer in accordance with Section 7(a)(i) of this Agreement (collectively,
"Approved Conditions of Title").
6. Title Policy. Title shall be evidenced by Escrow Holder's title insurance
underwriter ("Title Company") issuing its standard California Land Title Association ("CLTA")
Owner's Policy of Title Insurance to Buyer in an amount equal to the Purchase Price, showing
title to the Property vested in Buyer, subject only to the Approved Conditions of Title ("Title
Policy"). Buyer shall pay the expense of issuing the Title Policy. If Buyer elects to have Escrow
Holder issue its American Land Title Association ("ALTA") Extended Coverage Owner's Policy
of Title Insurance, Buyer shall pay for the expense of such ALTA premium increment and any
survey costs associated with such ALTA policy. In addition, Buyer shall pay for any
endorsements to the Title Policy. Buyer's ability to obtain an ALTA policy shall not be a
condition to the Close of Escrow.
7. Conditions to Close of Escrow.
(a.) Conditions to Buyer's Obligations. The Close of Escrow and Buyer's
obligation to consummate the transactions contemplated by this Agreement are subject to the
satisfaction of the following conditions (or Buyer's waiver in writing thereof) for Buyer's benefit
on or prior to the dates designated below for the satisfaction of such conditions, or the Close of
Escrow in the absence of a specified date:
(i) Title. Pursuant to the terms and conditions of this subsection,
Buyer shall have the right to approve any and all matters of and exceptions to title of the
Property, as disclosed by the following documents and instruments (collectively, "Title
Documents"): (A) a Preliminary Report issued by Escrow Holder with respect to the Property;
and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such
Preliminary Report. State shall cause Escrow Holder to deliver the Title Documents to Buyer
within five (5) calendar days following the Effective Date. Buyer shall have ten (10) calendar
days following the Effective Date to give State and Escrow Holder written notice ("Buyer's
Title Notice") of Buyer's approval or disapproval of the Title Documents. The failure of Buyer
to give Buyer's Title Notice to State within the specified time period shall be deemed Buyer's
approval of the Title Documents. In the event that Buyer's Title Notice disapproves of any matter
of title shown in the Title Documents, State shall, within seven (7) business days after Buyer's
Title Notice is received by State, give Buyer written notice ("State's Title Notice") of those
disapproved title matters, if any, which State is unwilling or unable after reasonable and good
faith efforts to have eliminated from title to the Property by the Close of Escrow. If State's Title
Notice refuses to remove any items disapproved by Buyer, or fails to deliver State's Title Notice,
Buyer's sole remedy shall be to (i) proceed with the transaction contemplated hereby despite
such objections, which shall thereupon irrevocably be deemed to have been withdrawn, or (ii)
terminate this Agreement. Failure of Buyer to take either one of the actions described in clause
(i) or (ii) in the previous sentence shall be deemed to be Buyer's election to take the action
described in clause (i). If this Agreement is terminated pursuant to this Section 7(a)(i), Buyer
shall comply with the terms of Section 22(n), and, except as otherwise provided in this
Agreement, State and Buyer will have no further obligations or rights to one another under this
Agreement;
(ii) Inspections and Studies/Costs. For the period of time commencing
on the Effective Date and ending at 5:00 p.m. (PST) on the sixty (60) calendar day thereafter
("Contingency Period"), Buyer shall have the right to conduct any and all non-destructive
inspections, investigations, tests and studies (including, without limitation, investigations with
regard to zoning, building codes and other governmental regulations, architectural inspections,
engineering tests, economic feasibility studies and soils, seismic and geologic reports,
environmental testing and investigations to determine if all needed entitlements can be procured
in an acceptable form to develop Buyer's intended development) with respect to the Property as
Buyer may elect to make or maintain. Nothing herein shall authorize any subsurface testing or
drilling on the Property by Buyer or its environmental consultants unless specifically approved in
writing by State, which State may condition or deny in its sole and absolute discretion. The cost
of any such inspections, tests and/or studies shall be borne by Buyer. If Buyer desires to conduct
invasive testing at the Property, Buyer and State shall enter into State's invasive testing entry
license to facilitate such testing.
(iii) Right of Entry; Indemnification. Between the Effective Date and
the Close of Escrow (provided that Buyer approves the Property prior to the expiration of the
Contingency Period), Buyer and Buyer's employees, agents, contractors, subcontractors and
consultants (collectively, "Buyer's Representatives") shall have the right to enter upon the
Property, at reasonable times during ordinary business hours, upon notice to State at least three
(3) business day prior to entry, to perform such non-destructive inspections, investigations, tests
and studies. Buyer, in performing its non-destructive inspections, investigations, tests and
studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees
to coordinate its activities on the Property with State in advance to avoid any such interference.
Following any such non-destructive tests or inspections, Buyer agrees to promptly return any
portions of the Property damaged or altered by Buyer during such tests or inspections to
substantially the same condition which existed prior to such test or inspection. In the event
Buyer fails to promptly restore Property in accordance with the preceding sentence, State may, in
its sole and absolute discretion, restore the Property and all costs and expenses shall be paid
immediately by Buyer upon demand by State. Buyer shall indemnify, defend and hold State,
including its agencies, departments, boards, commissions, officers, agents, employees and the
Property harmless from any and all claims, damages or liabilities arising out of or resulting from
the entry onto or activities upon the Property by Buyer or Buyer's Representatives or liens arising
from Buyer's due diligence review of the Property. Prior to entry onto the Property by Buyer or
Buyer's Representatives, Buyer shall furnish State with a copy of Buyer's or Buyer's
Representatives, as applicable, policy of commercial general liability insurance issued by a
financially responsible insurance company (at least an A- VI rating in the most recent edition of
Best's Insurance Guide), in form and substance acceptable to State and having limits of no less
than $1,000,000 per occurrence for bodily injury and property damage liability combined with a
$2,000,000 annual policy aggregate and naming State its officers, agents, and employees as
additional insured, covering Buyer's entry on the Property, and Buyer's obligations under this
Section 7(a)(iii).
(iv) Contingency Period Notice. Prior to the expiration of the
Contingency Period, Buyer shall deliver to State and Escrow Holder written notice
("Contingency Period Notice") of its approval or disapproval of the Property and the
Documents and Materials (as defined in Section 7(a)(viii) below). The failure of Buyer to timely
deliver the Contingency Period Notice shall be deemed to constitute Buyer's approval of the
Property and the Documents and Materials. In the event Buyer timely delivers the Contingency
Period Notice to State disapproving the Property then provided that Buyer has complied with the
terms of Section 22(n) below), and, except as otherwise provided in this Agreement, State and
Buyer will have no further obligations or rights to one another under this Agreement. If this
Agreement is terminated pursuant to this subsection, Buyer shall deliver to State (i) the
Documents and Materials delivered to Buyer by State, and (ii) at no cost and without warranty as
to correctness, copies of all reports, studies, maps and engineering studies that were generated by
third parties for Buyer with respect to the Property, including, but not limited to, all
environmental reports, surveys, marketing reports, geotechnical reports, lot studies and
improvement plans.
(v) Title Insurance. As of the Close of Escrow, Title Company shall
have committed to issue the Title Policy to Buyer;
(vi) State's Representations. All representations and warranties made
by State to Buyer in this Agreement shall be true and correct on the date hereof and shall be true
and correct in all material respects as of the Close of Escrow;
(vii) State's Obligations. As of the Close of Escrow, State shall have
performed all of the obligations required to be performed by State under this Agreement; and
(viii) Documents and Materials. To assist Buyer in Buyer's due
diligence, on or before May 31, 2023 State delivered to Buyer all of the documents and materials
described on Exhibit D attached hereto, to the extent within State's possession or control
("Documents and Materials"). By executing this Agreement, Buyer acknowledges receipt of
the Documents and Materials on or before May 31, 2023. State makes no representation
concerning the adequacy or accuracy of any of the Documents and Materials. These materials
have been furnished solely for the purpose of assisting Buyer in its due diligence, a part of which
is Buyer's independent determination as to the reliability and completeness of the information
contained therein. If this Agreement is terminated for any reason, Buyer shall deliver to State (1)
the Documents and Materials delivered to Buyer by State, and (2) at no cost and without
warranty as to correctness, copies of all inspections, investigations, tests and studies that were
generated by Buyer and/or by third parties for Buyer with respect to the Property, including, but
not limited to, all environmental reports, surveys, marketing reports, geotechnical reports,
studies, maps and engineering studies, lot studies and improvement plans.
(b.) Conditions to State's Obligations. The Close of Escrow and State's
obligation to consummate the transactions contemplated in this Agreement are subject to the
satisfaction of the following conditions (or State's waiver thereof) for State's benefit on or prior
to the dates designated below for the satisfaction of such conditions, or the Close of Escrow in
absence of a specified date:
(i) Buyer's Obligations. Buyer shall have timely performed all of the
obligations required to be performed by Buyer under this Agreement;
(ii) Buyer's Representations. All representations and warranties made
by Buyer to State in this Agreement shall be true and correct on the date hereof and shall be true
and correct in all material respects as of the Close of Escrow;
(iii) Purchase Price. Buyer shall have timely delivered the Purchase
Price and other sums owing under this Agreement in good funds to Escrow Holder and fully,
faithfully and timely performed all of its other obligations under this Agreement;
(iv) Truthfulness at Close of Escrow. The representations and
warranties of Buyer set forth in this Agreement shall be true and correct, on and as of the Close
of Escrow as if those representations and warranties were made on and as of such time;
(c.) Failure of Condition to Close of Escrow. If the conditions set forth in
Section 7(a) or Section 7(b) are not timely satisfied or waived by the appropriate benefited party
for a reason other than the default of Buyer or State, this Agreement shall terminate and, except
as otherwise provided herein, the Parties shall have no further obligations hereunder.
8. Deposits by State. At least one (1) business day prior to the Close of Escrow,
State shall deposit with Escrow Holder the following documents:
(a.) Quitclaim Deed. The Quitclaim Deed, duly executed and acknowledged
in recordable form by State, conveying fee simple title to the Property to Buyer, subject only to
the Approved Conditions of Title.
(b.) California Franchise Tax Withholding. A certification, acceptable to
Escrow Holder, that State is exempt from the withholding provisions of the California Revenue
and Taxation Code, as may be amended from time to time, and that neither Buyer nor Escrow
Holder is required to withhold any amount from the Purchase Price pursuant to such provisions.
(c.) Miscellaneous. Such other documents and instructions as may be
reasonably required by the Escrow Holder or Buyer in order to close Escrow in accordance with
the terms of this Agreement.
9. Deposits By Buyer. At least one (1) business day prior to the Close of Escrow,
Buyer shall deposit or cause to be deposited with Escrow Holder the following:
(a.) Purchase Price. The balance of the Purchase Price (as adjusted by the
Deposit and prorations provided for herein), in cash or immediately available funds.
(b.) Miscellaneous. Such other documents and instructions as may be
reasonably required by the Escrow Holder or State in order to close Escrow in accordance with
the terms of this Agreement.
10. Costs and Expenses. All costs and expenses, including transfer taxes, title
insurance premiums and recording and escrow fees, shall be paid by Buyer.
11. Proration.
(a.) Taxes/Assessments. State is exempt from property taxes and none are or
will be owing at Close of Escrow.
(b.) Corrections. If any errors or omissions are made regarding adjustments
and prorations as set forth herein, the Parties shall make the appropriate corrections promptly
upon discovery thereof. If any estimates are made at the Close of Escrow regarding adjustments
or proration, the Party shall make the appropriate correction promptly when accurate
information becomes available. Any corrected adjustment or proration shall be paid in cash to
the Party entitled thereto.
12. Condition and Inspection of Property. Notwithstanding any other provision of
this Agreement to the contrary, State makes no representation or warranty (except as expressly
set forth in Section 14, below) whatsoever regarding the Property, the physical condition of the
Property, its past use, its compliance with laws (including, without limitation, laws governing
environmental matters, zoning, and land use), or its suitability for Buyer's intended use. The
Property is sold AS -IS, WHERE -IS, WITH ALL FAULTS, AND THERE IS NO WARRANTY,
EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE PROPERTY. Buyer
hereby represents and warrants that Buyer is relying solely upon Buyer's due diligence, and prior
to entering into this Agreement and as of the Effective Date has conducted its own independent
inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so
acquiring the Property from State, including, without limitation, any and all matters concerning
the condition, use, sale, development or suitability for development of the Property. State would
not sell the Property to Buyer without the foregoing provision and the waiver and release
contained in Section 13 hereof.
13. Property Condition Waiver. Notwithstanding any other provision of this
Agreement to the contrary, following the Close of Escrow, Buyer waives its right to recover
from State, its agencies, departments, boards, commissions, officers, agents, and employees
(collectively, "State's Representatives"), and hereby waives, releases and forever discharges
State and State's Representatives from, any and all damages, losses, liabilities, costs or expenses
whatsoever (including attorneys' fees and costs) and claims therefor, whether direct or indirect,
known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising
out of or connected with the Property, including (i) the physical condition, nature or quality of
the Property, including geologic conditions, (ii) the quality of the labor and materials included in
any buildings or other improvements or fixtures comprising located on the Property (including
latent defects), (iii) the presence of asbestos and lead -based paint, (iv) the failure of the Property,
including any existing improvements thereon, to comply with any law or regulation applicable
thereto, (v) the inaccuracy or incompleteness of plans, drawings, specifications, any documents
listed in the Documents and Materials or other documents provided by State, and (vi) the
environmental condition of the Property. The foregoing waiver and release shall exclude only
those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or
attributable to any breach by State of its express representations or warranties under this
Agreement. In connection with foregoing waiver and release, Buyer expressly waives the
benefits of Section 1542 of the California Civil Code, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY."
:�___ 11
Buyer's Initials
14. State's Representations and Warranties. In consideration of Buyer entering into
this Agreement, State makes the representations and warranties set forth in this Section 14. For
the purpose of this Agreement, without creating any personal liability on behalf of such
individual, usage of "to State's actual knowledge," or words to such effect, shall mean the
present, actual knowledge of Terry Todd, Department of General Services, Real Estate Services
Division, Asset Management Branch, excluding constructive knowledge or duty of inquiry,
existing as of the Effective Date. In the event that Buyer, prior to Close of Escrow, becomes
aware, from State or otherwise, of any inaccuracy or omission in the disclosures, information, or
representations previously provided to Buyer by State or its consultants or agents, which will
have a material, adverse impact on Buyer, the Property or the intended use of the Property,
Buyer, as its sole option and remedy, may either (i) terminate this transaction and receive a
refund of its Deposit made by Buyer, thereby waiving any claims or actions that Buyer may have
against State as a result of such inaccuracy or omission, or (ii) proceed with the Close of Escrow
hereunder, thereby waiving any rights that Buyer may have against State as a result of such
inaccuracy or omission. Buyer agrees that, under no circumstances, shall Buyer be entitled to
purchase the Property hereunder and then bring any claim or action against State for damages as
a result of such inaccuracy or omission, except if such inaccuracy or omission is based on fraud
or intentional misrepresentation by State. The representations and warranties of State set forth in
this Section 14 shall survive the Close of Escrow for a period of six (6) months.
(a.) State's Authority. State is the sole owner of fee title to the Property and
has the legal power, right and authority to enter into this Agreement and the instruments
referenced herein, and to consummate the transactions contemplated hereby in the execution,
delivery and performance of this Agreement. Furthermore, the execution and delivery of this
Agreement has been duly authorized and no other action by State is required in order to make it a
valid and binding contractual obligation of State.
(b.) No Prior Transfers. Except as disclosed in the Documents and Materials,
Title Documents and this Agreement, State has not previously sold, transferred or conveyed the
Property, or granted to any other person or entity any right or interest in all or any part of the
Property and State has not entered into any executory contracts for the sale of all or any part of
the Property (other than this Agreement), nor do there exist any rights of first refusal or options
to purchase the Property, other than this Agreement.
(c) Legal Actions. There is no pending lawsuit or, to the actual knowledge of
State, threatened suit, action, arbitration, legal, administrative or other proceeding or
governmental investigation, which affects the Property.
(d.) Surplus Property Sale. The Property is being sold by State pursuant to the
provisions of Chapter 430 of the Statutes of 2018, and in accordance with California
Government Code Section 11011 et seq.
15. State's Disclosures.
(a.) Existing Building and Infrastructure. There is a, nine story structure and
infrastructure totaling 128,010 square feet located on the Property. The State took ownership
of the Property in 1975. Buyer shall be solely responsible for all costs and expenses
associated with all of the following: (i) repairs, improvements, modifications or alterations of
any existing improvements or infrastructure located on and beneath the Property (ii)
demolition and removal of any existing improvements and infrastructure located on and
beneath the Property (iii) all Hazardous Material that may exist now or be discovered in the
future, including any environmental cleanup, remediation and mitigation measures that may
be required on the Property by any governmental agency (iv) all Hazardous Material that may
exist now or be discovered in the future, including any environmental cleanup, remediation
and mitigation measures that may be required by any governmental agency in relation to or
arising out of Buyer's demolition, removal, modification, alteration or repair of any existing
improvement or infrastructure located on and beneath the Property, and (v) all Hazardous
Material that may exist now or be discovered in the future, including any environmental
cleanup, remediation and mitigation measures that may be required by any governmental
agency in relation to or arising out of Buyer's intended use and development of the Property.
16. Buyer's Representations and Warranties. In consideration of State entering into
this Agreement and as an inducement to State to sell the Property to Buyer, Buyer makes the
following representations and warranties, each of which is material and is being relied upon by
State (the continued truth and accuracy of which constitutes a condition precedent to State's
obligations hereunder):
(a.) Buyer's Authority. Buyer has the legal right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby, and the execution,
delivery and performance of this Agreement and no other action by Buyer is requisite to the valid
and binding execution, delivery and performance of this Agreement.
(b.) Enforceability. This Agreement and all documents required hereby to be
executed by Buyer are and shall be valid, legally binding obligations of and enforceable against
Buyer in accordance with their terms.
(c.) Conflicting Documents. Neither the execution and delivery of this
Agreement and the documents and instruments referenced herein, nor the occurrence of the
obligations set forth herein, nor the consummation of the transaction contemplated herein, nor
compliance with the terms of this Agreement and the documents and instruments referenced
herein conflict with or result in the material breach of any terms, conditions or provisions of, or
constitute a default under, any bond, note, or other evidence of indebtedness or any contract,
indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or
instrument to which Buyer is a party.
(d.) No Side Agreements or Representations. Buyer represents, warrants and
covenants to State that Buyer has entered into this Agreement based upon its rights and
intentions to independently inspect the Property. Except as specifically provided in Section 14
of this Agreement, State makes no representation or warranty regarding the condition of the
Property, its past use, or its suitability for Buyer's intended use. Buyer will be relying solely
upon its own independent inspection, investigation, and analysis of the Property as it deems
necessary or appropriate in so acquiring the Property from State, including, without limitation,
any and all matters concerning the condition, use, sale, development or suitability of the
Property.
(e.) No Attachments. There are no attachments, executions or assignments for
the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other
debtor -relief laws pending or, to the best of Buyer's knowledge, threatened against Buyer.
(f) Experienced Developer. Buyer is an experienced developer of
sophisticated real estate property and is familiar with the kinds of land use and development
issues that typically impact the use or developability of property for Buyer's intended uses.
17. [Intentionally Deleted]
18. Damage or Condemnation Prior To Closing. State shall promptly notify Buyer of
any casualty to the Property or any condemnation proceeding considered or commenced prior to
the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any
"material portion" (as defined herein) of the Property, State or Buyer may, each at its option,
elect either to (i) terminate this Agreement, in which event the Deposit shall be returned to Buyer
and neither party shall have any further rights or obligations hereunder, or (ii) continue the
Agreement in effect, in which event upon the Close of Escrow, Buyer shall be entitled to any
compensation, award, or other payments or relief, if any, resulting from such casualty or
condemnation proceedings. The term "material portion" shall mean damages greater than
TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00). The return of
the Deposit under this Section 18 shall be paid to Buyer out of any compensation, award, or
other payments or relief resulting from such casualty or condemnation proceedings.
19. Notices. All notices, demands, consents, requests or other communications
required to or permitted to be given pursuant to this Agreement shall be in writing, shall be given
only in accordance with the provisions of this Section, shall be addressed to the parties in the
manner set forth below, and shall be conclusively deemed to have been properly delivered: (a)
upon receipt when hand delivered during normal business hours (provided that, notices which are
hand delivered shall not be effective unless the sending party obtains a signature of a person at
such address that the notice has been received); (b) upon receipt when sent by email to the email
address set forth below (provided that, notices given by email shall not be effective unless the
sending party delivers the notice also by one other method permitted under this Section); (c)
upon the day of delivery if the notice has been deposited in an authorized receptacle of the
United States Postal Service as first-class, registered or certified mail, postage prepaid, with a
return receipt requested (provided that, the sender has in its possession the return receipt to prove
actual delivery); or (d) one (1) business day after the notice has been deposited with either
Golden State Overnight, FedEx or United Parcel Service to be delivered by overnight delivery
(provided that, the sending party receives a confirmation of actual delivery from the courier).
The addresses of the parties to receive notices are as follows:
TO STATE:
Terry Todd
Asset Management Branch
Department of General Services
State of California
707 Third Street, 5th Floor MS-501
West Sacramento, CA 95605
Email: terry.todd@dgs.ca.gov
TO BUYER:
City of Santa Ana
20 Civic Center plaza M-25
City of Santa Ana, CA 92701
Attention: Kristine Ridge, City Manager
Email: krideeasanta-ana.ore
TO ESCROW HOLDER:
Commonwealth Title
4100 Newport Place Drive, Suite 120
Newport Beach, CA 92660
Attention: Grace Kim (Escrow No. 09186192)
Email: gukim@cltic.com
Each party shall make an ordinary, good faith effort to ensure that it will accept or
receive notices that are given in accordance with this Section 19, and that any person to be given
notice actually receives such notice. Any notice to a party which is required to be given to
multiple addresses shall only be deemed to have been delivered when all of the notices to that
party have been delivered pursuant to this Section. If any notice is refused, the notice shall be
deemed to have been delivered upon such refusal. Any notice delivered after 5:00 p.m.
(recipient's time) or on a non -business day shall be deemed delivered on the next business day.
A party may change or supplement the addresses given above, or designate additional
addressees, for purposes of this Section by delivering to the other party written notice in the
manner set forth above.
20. Brokers. State represents and warrants to Buyer, and Buyer represents and
warrants to State, that no broker or finder has been engaged by them in connection with any of
the transactions contemplated by this Agreement, or to its knowledge is in any way connected
with any of such transactions. Buyer shall indemnify, protect, save harmless and defend State
from any liability, cost, or expense connected with any claim for any commission or
compensation made by any person or entity claiming to have been retained or contacted by
Buyer in connection with this transaction.
En
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21. Assignment. Buyer shall not assign its right, title, or interest in this Agreement to
any other party without the prior written consent of State, which determination may be withheld
in State's sole and absolute discretion.
22. Miscellaneous.
(a.) Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each such term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
(b.) Waivers. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any
other covenant or provision herein contained. No extension of time for performance of any
obligation or act shall be deemed an extension of the time for performance of any other
obligation or act except those of the waiving party, which shall be extended by a period of
time equal to the period of the delay.
(c.) Survival. All of the Buyer's and State's warranties, indemnities,
representations, covenants, obligations, undertakings and agreements contained in this
Agreement shall survive the Close of Escrow of the Property, and the execution and delivery
of this Agreement and of any and all documents or instruments delivered in connection
herewith; and no warranty, indemnity, covenant, obligation, undertaking or agreement herein
shall be deemed to merge with the Quitclaim Deed for the Property.
(d.) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the grantees, transferees, successors and permitted assigns of the Parties
hereto.
(e.) Entire Agreement. This Agreement (including all Recitals and Exhibits
attached hereto), is the final expression of, and contains the entire agreement between, the
Parties with respect to the subject matter hereof and supersedes all prior understandings with
respect thereto. This Agreement may not be modified, changed, supplemented, superseded,
canceled or terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by its agent duly authorized in writing or as
otherwise expressly permitted herein. The Parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
(f.) Time of Essence. State and Buyer hereby acknowledge and agree that time
is strictly of the essence with respect to each and every term, condition, obligation and
provision hereof and that failure to timely perform any of the terms, conditions, obligations or
provisions hereof by either party shall constitute a material breach of and a non -curable (but
waivable) default under this Agreement by the party so failing to perform.
(g.) Relationship of Parties. Nothing contained in this Agreement shall be
deemed or construed by the Parties to create the relationship of principal and agent, a
partnership, joint venture or any other association between Buyer and State.
(h.) Construction/Exhibits. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the Parties and are not a part of the Agreement.
Whenever required by the context of this Agreement, the singular shall include the plural and
the masculine shall include the feminine 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 had
prepared the same. Unless otherwise indicated, all references to paragraphs, Sections,
subparagraphs and subsections are to this Agreement. All exhibits referred to in this
Agreement are attached and incorporated herein by this reference.
(i.) Governing Law. The Parties hereto acknowledge that this Agreement has
been negotiated and entered into in the State of California. The Parties hereto expressly agree
that this Agreement shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of California.
0.) Days of Week. A "business day," as used herein, shall mean any day
other than a Saturday, Sunday or holiday, as defined in Section 6700 of the California
Government Code. If any date for performance herein falls on a day other than a business
day, the time for such performance shall be extended to 5:00 p.m. on the next business day.
(lc.) Possession of Property. Except as disclosed in the Title Documents and
this Agreement, Buyer shall be entitled to the possession of the Property immediately
following the Close of Escrow.
(1.) Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute one and
the same instrument.
(m.) Facsimile Signatures. In order to expedite the transaction contemplated
herein, electronic signatures may be used in place of original signatures on this Agreement.
State and Buyer intend to be bound by the signatures on the electronic document, are aware
that the other party will rely on the electronic signatures, and hereby waive any defenses to the
enforcement of the terms of this Agreement based on the use of an electronic signature.
(n.) Termination Documents. If this Agreement is terminated prior to the
Close of Escrow for any reason, Buyer shall deliver to State the following documents and
materials (collectively hereinafter referred to as the "Termination Documents"): (i) the
Documents and Materials delivered to Buyer by State, and (ii) at no cost and without warranty
as to correctness, copies of all inspections, investigations, tests and studies that were
generated by Buyer and/or by third parties for Buyer with respect to the Property, including,
but not limited to, all environmental reports, surveys, marketing reports, geotechnical reports,
studies, maps and engineering studies, lot studies and improvement plans. It is understood
and agreed that, with respect to any provision of this Agreement which refers to the
termination of this Agreement and the return of the Deposit to Buyer, such Deposit shall not
be returned to Buyer unless and until Buyer has fulfilled its obligation to return to State the
Termination Documents.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
A-2023-147
IN WITNESS WHEREOF, the Pailies hereto have executed this Agreement as of the
dates set forth below.
"State"
STATE OF CALIFORNIA
Department of General Services
Real Estate Services Division
�wTl4a.�a]r�
By: o
Jim Martone, Chief
Asset Management Branch
Department of General Services
Approved as to Form;
��yan lCl�rr�a
Bryan Imam (Sep lB�10]]IB:1B PpTl
By:
Bryan Kimura
Attorney IV
Department of General Services
By: ��r r
I{xistine Ridge
City Manager
Attest:
By:
7enni '.I! 11
rty Clerk
Date: 09/20/2023
Date: 09/19/2023
"Buyer"
CITY OF SANTA ANA
A California charter city and municipal corporation
Date: _ .2'2,/zap__
Date: G ��J
Approved as to Form
Sonia R. Carvalho
City Attorney:
Andrea Garcia -Miller
Assistant City Attorney
Recommended For Approval:
By:
Michael L. Garcia
Community Development Agency
Date: 7/20/2023
Date: O ,� Z3
RECEIPT BY ESCROW HOLDER
The undersigned Escrow Holder hereby acknowledges that on �Jf 70 2023,
which, pursuant to Section I is the "Effective Date," the undersigned received a fully executed
duplicate original (with all appropriate Sections initialed by both parties) of the foregoing
Agreement of Purchase and Sala and Initial Escrow Instructions by and between City of Santa
Ana, as Buyer, and THE STATE OF CALIFORNIA, acting by and through its DEPARTMENT
OF GENERAL SERVICES, as State.
Subject to Escrow Holder's receipt of acceptable escrow instructions, Escrow Holder
agrees to act as the Escrow Holder under this Agreement and to comply with these instructions.
Escrow Holder:
By:
Its:W
09/20/2023
Date; , 2023
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL 1:
THOSE PORTIONS OF BLOCK C, 5TH STREET AND PARTON STREET, IN THE CITY OF
SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF
THE ROSS ADDITION TO SANTA ANA RECORDED IN BOOK 3, PAGES 534 AND 535 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS
ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTERLINE INTERSECTION OF FOURTH STREET, 80.00 FEET
WIDE, AND PARTON STREET, 60.00 FEET WIDE, AS SHOWN ON THE MAP OF RECORD OF
SURVEY NO. 95-1031 RECORDED IN BOOK 149, PAGES 49 AND 50 OF RECORDS OF
SURVEYS, IN THE OFFICE OF THE ORANGE COUNTY RECORDER;
THENCE NORTHERLY ALONG SAID CENTERLINE OF PARTON STREET NORTH 000 05, 22"
WEST 297.13 FEET;
THENCE NORTH 890 58' 59" EAST, 17.31 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 890 58' 59" EAST 136.50 FEET;
THENCE NORTH 000 01' 01" WEST 193.00 FEET;
THENCE SOUTH 890 58' S9" WEST 136.50 FEET;
THENCE SOUTH 000 01' 01" EAST 193.00 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPT THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE CITY OF SANTA
ANA, A MUNICIPAL CORPORATION, AS SET FORTH AND DESCRIBED AS PARCEL 2 OF
THAT CERTAIN DOCUMENT RECORDED MARCH 16, 1994 AS INSTRUMENT NO. 94-
0185119 OF OFFICIAL RECORDS.
PARCEL 2:
AN ACCESS EASEMENT, 30.00 FEET IN WIDTH OF THAT PORTION OF LOT 8 OF BLOCK C
AND THOSE PORTIONS OF LOTS 3,4,5,6 AND 7 OF BLOCK D OF THE ROSA ADDITION TO
SANTA ANA, PER MAP THEREOF RECORDED IN BOOK 3 PAGES 534 AND 535 OF
MISCELLANEOUS RECORD OF LOS ANGELES COUNTY, CALIFORNIA AND THAT PORTION
OF PARTON STREET AND FIFTH STREET VACATED PER RESOLUTION 69-27 OF THE CITY
COUNCIL OF THE CITY OF SANTA ANA ADOPTED FEBRUARY 17, 1969, A CERTIFIED COPY
OF SAID RESOLUTION BEING RECORDED IN BOOK 8878, PAGE 863 OF OFFICIAL
RECORDS, RECORDS OF SAID ORANGE COUNTY, THE WESTERLY AND NORTHWESTERLY
LINE OF WHICH IS DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EASTERLY LINE OF PARCEL 1 ABOVE DESCRIBED, 35.00
FEET SOUTHERLY FROM THE NORTHEAST CORNER OF SAID PARCEL 1; THENCE
SOUTHERLY ALONG SAID EASTERLY LINE AND IT SOUTHERLY PROLONGATION TO A
POINT THAT IS DISTANT 75.00 FEET SOUTHERLY FROM THE SOUTHEAST CORNER OF
SAID PARCEL 1; THENCE SOUTHWESTERLY IN A STRAIGHT LINE TO A POINT IN THE
CENTER LINE OF PARTON STREET, 60.00 FEET WIDE, (NOW NAMES SANTA ANA
BOULEVARD) AS SAID PARTON STREET AND FOURTH STREET ARE SHOWN ON SAID MAP
OF THE ROSS ADDITION; THENCE SOUTHERLY ALONG SAID CENTER LINE OF
PARTON STREET TO THE NORTHERLY LINE OF SANTA ANA BOULEVARD, SAID
LINE BEING PARALLEL OR CONCENTRIC WITH AND DISTANT 54.00 FEET
NORTHERLY AND WESTERLY, MEASURED AT RIGHT ANGLES FROM THE FOLLOWING
DESCRIBED CENTER LINE:
BEGINNING AT A POINT ON THE CENTER LINE OF SAID FOURTH STREET,
DISTANT
100.00 FEET WESTERLY FROM THE CENTERLINE OF SAID PARTON STREET, SAID
POINT BEING THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHWESTERLY HAVING A RADIUS OF 800.00 FEET; THENCE NORTHEASTERLY
ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40053'43"
AN ARC DISTANCE OF 570.01 FEET TO A TANGENT LINE; THENCE NORTH
48045'33" EAST ALONG SAID TANGENT LINE A DISTANCE OF 248.70 FEET
TO THE CENTER LINE OF ROSS STREET.
Assessor's Parcel Number: 008-067-36
CONTAINING 0.46 ACRES, MORE OR LESS.
(End of Legal Description)
EXHIBIT B
MAP OF PROPERTY
0
F
I
EXHIBIT C
FORM OF QUITCLAIM DEED
RECORDING REQUESTED BY
State of California — Official Business
Department of General Services
Document entitled to free recordation
Pursuant to Gov't. Code Sec. 27388.1
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza M-25
City of Santa Ana, CA 92701
Attn: Kristine Ridge, City Manager
WITH A COPY TO:
State of California — Official Business
Department of General Services
707 311 Street, MS-501
West Sacramento, CA 95605
Attention: Robert McKinnon
QUITCLAIM DEED
THE STATE OF CALIFORNIA, acting by and through THE DEPARTMENT OF
GENERAL SERVICES (the "State"), does hereby relinquish, abandon, abrogate, transfer, release,
remise and quitclaim to the City of Santa Ana, a California charter city and municipal corporation
(the "Grantee"), all of the State's right, title and interest in and to that certain real property situated
in the City of Santa Ana, County of Orange, State of California, described on Exhibit A attached
hereto and by this reference incorporated herein (collectively, the "Property").
EXCEPTING AND RESERVING TO the State, in all lands described herein, all minerals
and mineral deposits, as defined in California Public Resources Code Section 6407, including, but
not limited to, oil and gas, other gases including, but not limited to, non -hydrocarbon and geothermal
gases, oil shale, coal, phosphate, alumina, silica, fossils of all geological ages, sodium, gold, silver,
metals and their compounds, alkali, alkali earth, sand, clay, gravel, salts and mineral waters, uranium,
trona, and geothermal resources, together with the right of the State or persons authorized by the State
to prospect for, drill for, extract, mine and remove such deposits or resources, except that the State or
persons authorized by the State shall not have the right to prospect for, drill for, extract, mine or
remove such deposits above a plane located 500 feet below the surface of the Property nor a right to
occupy and use the surface of such Property for said purposes.
SAID PROPERTY IS CONVEYED SUBJECT TO all liens, encumbrances, easements,
covenants, conditions and restrictions of record.
IN WITNESS WHEREOF, State has caused this instrument to be executed as of the date
hereinafter written.
DATED: 2023
State:
The State of California,
Department of General Services
JIM MARTONE, Chief
Asset Management Branch
Department of General Services
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA,
County of } SS.
On , before me, . Notary Public
Date
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) 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.
FOR NOTARY SEAL OR STAMP
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document
Signer(s) Other Than Names
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer— Title(s):
❑ Partner— ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer —Title(s):
❑ Partner— ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
EXHIBIT D
LIST OF DOCUMENTS AND MATERIALS
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