HomeMy WebLinkAboutSOTO, BERTHA - 2006
A-2006-333
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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT, entered into this (L day of A/.,v. . 2006, by and between \he
CITY OF SANTA ANA, 8 charter city and municipal corporation duly organized under the
Constltutlon and laws of the State of Califomia (hereinafter referred to as tha .City" or "Buyer"),
and Berths Solo (hereinafter called "Seller"). regardless of number or gender;
WITNESSETH
For and in consideration of their promises, covenants and agreements hereinafter eet forth. and
subject to the terms, conditions and provisions hereinafter set forth. Seller agrees to sell to Oty,
and Oty agrees to purchase from Seller. all that certain real property (hereinafter referred to as
"said real proporty") described as follows:
All that certain resl property located In the Stale 'Of California, County of Orange, City of Santa
Ana, described 8ll follows:
SEE EXHIBIT "AU ATTACHED HERETO
AND BY THIS REFERENCE MAOE A PART HEREOF
(Commonly known as 701 S, Bristol Street, Santa Ana, CA)
Said purchase and sale of said reat property shall be In accordance wilh and subjed 10 all of
the followlng terms, conditions, promises, covenants, agreemenls and provisions, to wit:
1. Convevance bv Seller. Seller agrees to convey said real property 10 City, by Grant
Deed, allhe o1'IIce of LandAmerica Commercial Services, 1920 Main Street, 12'" Floor, Irvine,
within Ihlrty (30) days from and after the date on which Ihe City has approved this Agreement.
2, Title to be Canveved. (a) Seller agrees that, except as may hereinafter be otherwise
expressly provided, said real property shall be conveyed by Seiter to City, as aforesaid, free and
clear of any and all conditions, restrictions. reservations, exceptions, easements, assessments,
profits, IlmltatJons, encumbrances (whether monetary or non-monetary. general or specific.
including any and all leasehold Interests), liens. clouds or defects In title except \hose
exceptions shown In Paragreph 15 belOw. Seller hereby warrants thet the Ii~e to 8lI1d real
property to be conveyed by Seller to City shall be free and clear as provided abOve, Seller
further agrees that acceptance by City Of any deed to said real property, with or without
knowledge of any condition. restricllon. reservation, excep~on, easement, assessment. profit.
IImJ1atton. encumbrance (whether monetary or non-monetary, general or apecific. and including
any and allleasehokllnterests). lien, cloud or defed In litle, shalt not constitute II waiver by City
of its right to the full and clear Iltle hereinabove i1Qreed to be conveyed by Seller to City, nor of
any right which might accrue to City beceuse of Ihe failure of seller 10 convey ~Ile as
heralnabove provided.
3. T~ In'lIr.n~. Sflller agrees 10 deliver 10 City, concurrently with the conveyance of
said real property to City, within \he time and at \he place herelnaboVEI spectfled for said
conveyance of said real property, a polley of Illle insurance 10 be issued by Ihe above
mentioned title company, wilh the City therein nemed as \he insured. In Ihe amount of Nine
Hundred Eighteen Thousand Nine Hundred Forty AND No/100 ($918,940) insuring the title of
\he City to said real property is free and clear of eny end all conditions, restrictions,
reservations, exceptions, easements, assessments, profits, IImltatlons, encumbrances (whether
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monetary or non-monetary, general or specific, and Including any and all leasehold Interests),
liens, clouds or defects In 1I11e, excepting such speCific; ones as city may hereinafter expressly
agree to take subject to. Acceptance by City of any such policy of Insurance, whether such
insurance compiles with the requirements of this paragraph or not, shall not constitute il _Iver
by City of ils right to such insurance as is herein required of Sellar, nor a waiver by the City of
any rights of action for demages or any other rights which may ac;crue to City by reason of the
failure of Seller to convey title or to proVIde title Insurance as required in this Agreement.
4. Escrow. City agrees to open an escrOW at the office of LandAmerica Commercial
Services, 1920 Main Street,12"' Floor, (the Escrow Agent) within five (5) days from and after
the date on which the City has approved this Agreement. This Agreement consUtutes the Joint
escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within
of the City's execution of this Agreement. ~ PCl'"S-
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its
acceptance of this Section 4 and of the General Provisions described In Exhibit "B" altactled
hereto and incorporated herein by this reference, in writing, delivered to the City and to the
Seller within five (5) days after delivery of this Agreement, shall carry out its duties at Escrow
Agent hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any
transfer taxes, recording fees, cost of title insurance, reconveyanca fees, document preparation
fees, escrow fees and any other closing costs Incidental to the conveying of said real property
to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust
or rhorlgage atu;lll be waived pursuant to eMI Code Procedures Section 1265.240.
The liability to the Escrow Agent under this Agreement Is limited to performance of the
obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "S" of the
General Provisions of this Agreement.
5. Prolll!rtv Tax... Such real property taxes, if any, on said real property for the fiscal
year WIthin whIch said real property Is convayed to City as are unpaid at the time of said
conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the
Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund
under Section 5096.7 of the Revenue and Taxation Code of the Stete of California for that
portion of property taxes on said rllal property for said fiscal year which have been paid prior to
the date the deed conveylng said real property to City is reCOrded WhIch 18 IIllocable to that
portion of the fiscal year which begins on the date the deed conveylng said real property to City
.15 reoorded and made uncollecUble If unpaid by reason of Section 4986 of the Revenue and
Taxation Code of the State'of California. All unpaid taxes on said real property for any and all
years prtor to the fIScal year within which said conveyance Is mllde ahall be paid by Seller
before conveyanca of said real property to City.
6. PaYment of Purchase Price. City agrees to pay to Seller; and Seller agrees to accept
from City, 1I$ and for the full purchase price for said real property, fixtures & equipment
(improvements pertaining to the realty), goodwill (If any), and severance damages, the total sum
of Nine Hundred Eighteen Thousand Nine Hundred Forty AND N0I100 ($918,940) City agrees
to deposit said purchase price In escrow with the Escrow Agent within Sixty (60) days from and
after tha date on which the City has approved this Agreement, and the Escrow Agent is hereby
authorized to pay the slime to Seller upon and attllr:
(a) Conveyance of said real property by Seller to City as hereinabove provided;
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(b) Acceptance by City of a Grant Deed conveylng said real propgrty to City;
((0) Delivery to City of the policy of title Insurance as hereinabove provided;
(d) Recordation of the Deed conveying said real property to City.
7. Po.....lon. Seller agrees to deliver to City, on the date the Deed conveying said real
property to City Is recorded, quiet and peaceful possession of said real property, which shall be
made free by Seller of all personal property. .
8. Rental .nd OccuDancv Bv Seller. Seller agrees to execute a complete, current alid
c:orrect statement of rentals (Seller Estoppel) on a form fumished to Seller by Buyer and denvar
same to Buyer within fifteen (15) days hereof with copies of any written 1_ or rental
agruments attached. All rents will be prorated as of the close of escrow on the basis of a 30-
day monthl36O-day year consistent with that statement, subject to aPllroval of Buyer. Seller
hereby agrHS not to rent any units on the premises which are now vacant. or which may be
vacated by present occupants prior. to close of escrow. Seller agrees that any and all Tenant
Security Deposits pertaining to the subject proplllty collected by or In the possession of Seller
prior to the close of escrow shall be transferred to and become the property 01 Buyer during
escrow.
Seller hereby warrants that the rental statement referred 10 shalllnciude the terms of all rental .
agreements, tenancies. and leases (written, unwritten, recorded. or unrecorded) and Seller
agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also
warrants that there are no oral or written leases on all or any. portion of the subject property
exceeding a period of one month.
9. Wliver.. The waiver by City of any breach of any covenant or agreement herein
contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or
other breach of Mid (;Ovenan! or agreement nor a waiver of any breach of any other covenants
or agreements contained herein.
10. Heirs. AssiGns. SucCBliSora In Interest This Agreement, and all the terms,
oovenants and oonditlons hereof. shall apply to and bind the heirs. executors. administrators.
sUCCBSSOrs !lnd assigns of the respecdve partles hereto.
11. TIme Is or 1M E..ence, In all matters and things hereunder to be done and In all
payments hereunder to be made. time Is and shall be of the essence.
12. Permission to Enter on Pram I.... Seller hereby grants City. and Its authorized.
agents, permlsslon to enter upon said rlllll projlerty at all reasonable limes Prior to close of
escrow for the purpo&e of meklng neeeaaary ins~ons.
13. Just Comoensatlon. Seller acknowledges and agrees that said purchase price Is Just
compensation at fair market value for said resl property and includes payment for fixtures &
equipment (Improvements pertaining 10 the realty), goodwill (if any), and seY9ranoa damages
14. Notices. The mailing address 01 the City of Santa Ana Is 20 Civic Center Plaza, M-36,
P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The
mailing address of the Seller Is:
Law Offices of Thomas P. Hays
Alln: Mr. Thomas P. Hays
P.O. Box 1739
Santa Ana. CA 92702
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15. ExceDtlons. City agrees to accept tiUe to said real property subject to the following:
NONE.
16. En..? Aareement. It Is mutually agree. d thlltthe parties hereto have herein set forth
the whole 0 their Agreement. Performance of this Agreement by City shall lay at rest, each,
every, and all issue(s) that were raised or could have been raised in connaction with the
acquisition of said real property by City.
17. H""rdouI Wnw. Neither Seller nor, to the beet of Seller's knowledge, any previous
owner, tenant. occupant. or user of the Property used. generated. released, discharged, stored.
or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous
Meterials") on, under, In. or about the Property, or transported any Hazardous Materials to or
from the Property. Seller shall not cause or permit the presence. use. generation. release.
discharge, storage. or disposal of any Hazardous Materials on, under. in, or about, or the
transportation of any Hazardous Materials to or from. the Property. The term "Hazardous
Material" shall mean any substance, material; or waste which is or become. regulated by any
local governmental authority, the State of Callfomia. or lhe United States Govemmen~
including. but not limited to. any material or substance which is (i) defined a8 a "hazardous
waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115,
25117 or 25122.7, or listed pursuant to Section 25140 of the Califomia Health and Safety Code,
DMsIon 20, Chapter 6.5 (Hazardous Waste Control Law). (II) defined as "hazardous substance"
under Sectfon 25316 of the Callfomla Health and Safety Code, DIVIsIOn 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act), (Iii) defined 81 a ~hazardous
material", "hazardous substance", or "hazardous waste" under SecIIon 25501 of tha California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory). (Iv) defined as a "hazardous substance" under Sactlon 25281 of the
California Health and Safety Code, Divl610n 20. Chapter 6.7 (Underground Storage of
Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls. (viii) listed
under ArtIcle 9 or defined a8 "hazardous" or "extremely hazardous" pursuant to ArtlcIe 11 of
Title 22 of the California Administrative Code, Divlslon 4, Chapler 20, (Ix) designated 8S a
"hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 51317),
(x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation end
Recovery Act, 42 U.S.C. S6Q01 Illllll. (42 U.S.C. S6903) or (xi) defined as a "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation. as amended by Llablllty Act. 42. U.S.C. se601 at!!!!. (42 U.S.C. S(601).
18. ComDllanc8 With Environmental Laws. To the best of Seller's knowledge the
Property complies with ell applicable laws and governmental regulations including, without
limitation, all applicable federal, state. and local laws pertaining to air and water quality,.
hazardous waste, waste disposal, and Olller environmental matters, inclUding, but not limited to,
the Clean Water, Clean Jlljr. Federal Water Pollution Control, Solid Waste DIsposal, Resource
Conservation Recovery and Comprehensive Environmental Response Compensation and
LIability Acta, and the California Environment Quality Act, and the rules, regulations, and
ordinances of the city within which the subject property Is located, the California Department of
Health ServIces, the Regional Water Quality Control Board, the State Water Resources Control
Board, the Environmental Protection Agency, and all applicable federel, state, and local
agencies and bureaus.
19. Indemnltv. Seller agrees to Indemnify, defend and hold the City harmlesa from and
against any claim. action. suit. proceeding, loss, cost, damage, liability, deficiency, fine, penalty.
punitive damage, or expense (including, without limitation, attorneys' fees), resulUng from,
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arising out Of, or based upon (I) the presence, release, use, generation, discharge, storage, or
disposal 01 any Hazardous Material on, under, in or about, or the transportation of any such
materials to or from, the Property, or (II) the violation, or alleged violation, 01 any statute.
ordinance. order, rule, regulation, permit. judgment, or license relating 10 Ihe use. generation,
release. discharge, storage, disposal, or transportation of Hazardous Materials on, under, In, or
about, to or from, the Property. This indemnity shall Include. without limitation, any damage.
liability, fine, penalty, punitive damage. cost, or expense arising from or out of any claim, action.
suit or proceeding for personal injury (indudlng sickness, disease, or death, tangible or
Intangible property damage. compensation for lost wages, business Income, profits or other
economic loss, damage to the natural resource or the environment, nuisance, pollution.
contamination. leak, spill, release. or other adverse effect on the environment). This Indemnity
extends only to liability created prior to or up 10 the date this escrow shall dose. Seller shall not
be responsible for acts or omissions 10 act post close of this escrow.
20. Contlnaenc:v. II is understood and agreed between the parties herelo that the
completion of this lransacllon, and the escrow created hereby, Is contingent upon the specific
acceptance and approvel 01 the City herein. The execution 01 thesa documents and the
delivery of same to Escrow Agent constitutes said acceptance and approval.
21. Modification and Amendment This Agreemenl may not be modified or amended
except in writing signed by the Seller and City.
22. Plirtiallnvalldltv. Any provision of thlll Agraementthat is unenforceable or invalid or
the oonclusion of whiclh would adversely affect the validity, legality, or enforcement of this
Agreement shall have no eflect. but all the remaining provisions of this Agreement shall remain
in full force.
23.. Cautions. Captions and headings In this Agreement. including tha tilla of. .lhls
Agreement. Bill for convenience only and are nol to be considered In construing this
Agreement.
24. Governlna Law. This Agreement shall be govemed by and construed In accordance
with the laws of the State of Califomia.
25. No Reliance Bv One Party On The other. Eaclh party has reoeived independent legal
advice from Its attomeys with respect to the divisibility of executing this Agreement and the
meaning of the pro'llsions hereof. The provisions of this Agreement shall be construed lIS 10 their
fair meaning, and not for or agalnSI any party based upon any attribution to such party as the
&Ource of the language In question.
26. No Third Party s-flcilrv. This Agreement is intended 10 benefit only the parties
hereto and no other person or entity has or shall acquire any rights hereunder.
27. Duty To CoolMl'llte Further. Eaclh party horeby agrees Ihet it shall. upon request of the
other, execute end deliver such further documents (In form and substance reasonably acceptable
\0 the party \0 be charged) and do suclh other acts and things as are reasonably necessary and
appropltate to effectuate the terms and oondItlons Of this Agreement, without cost.
28. ADDIlcabllltv of AG....ment To Asslan.... This Agreemenl shall be binding upon and
shall Inure to the benent of the successors and assigns of the parties 10 this Agreement.
29. Authorltv to Execute Aareement. Eaclh undersigned repreeents ilnd warrants thaI its
signalure herein below has the power, authority and rtghtlO bind thalr respective parties 10 oach of
the terms of this Agreement. and shall indemnify City fully, including Ill880nable costs and
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attorney's fees, for any Injuries or damages 10 City In the evenl that such Quthorlty or power is not,
in fact, held by the signatory or 18 Withdrawn.
30, Incol'DOratlon of Ell.hlbltl, All Exhibits referenced herein and attached hereto shall be
Incorporated as If fully set forth In the body of this Agreement.
The parties have eKeculed this Agreement as of the dale written below.
Z'~ A ~
rtha Soto
CITYIBUYER:
CITY OF SANTA ANA
~
B:
~ David N. Ream
City Manager
ATTEST:_
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Patricia E. Heatl'
Clerk of the Council
Dated
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
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EXHIBIT "AU
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNIY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
LOT 1 OF TRACT NO. 228, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE.
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13, PAGE(S) 19 OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM THE WESTERLY 10 FEET THEREOF.
APN: 010-183-01
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EXHIBIT liB"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check. All funds received in this escrow shall be
deposited In one or more of your general escrow accounta with any bank doing businees in the
Slate of California and may ba transferred to any othllf general escrow account or accounts.
The axpression "close of escrow" means the date on which Instruments raf8lT9d to herein are
filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation
of any instruments delivered through this escrow, if necessary or proper In the Issuance of a
policy of title Insurance called for. is hereby authorized.
There shall be no prorations of any existing Insurance policies in this escrow.
You ara to furnish a copy of these Instructions. amendments thereto, closing statements andlor
any other documents deposited In this escrow to the lender or lenders. the real eatate broker or
brokers andlor the attomey or attorneys Involved In this transaction upon request of such
lenders, brokers or attomeys. .
Should you before or after close of escrow receive or become aware of any conflicting demands
or claims with respect to this escrow or the rights of any of the parties hereto, or any money or
property deposited harein affected hereby, you shall hava the right to discontinue enyor all
further ac;ls on your part until such conflict is resolved to your satisfaction, and you shall have
the further right to commence or defend any action or proceedings for the detemnlnatlon of such
conflict. The parties hereto Jointly and severally agree to pay all costs, damages, judgments
and expenses, including reasonable attorney's fees. suffered or Incurred by you In conn.ecllon
with, or arising out of this escrow, indudlng. but without limiting the generality of the foregoing,
a suit in interpleader brought by you. In the event you tile a suit in interpleadar, you shall iplio
facto be fully released and discharged from all Obligations imposed upon you in this escrow.
If for any reason funde are retained or remain in escrow, you are to deduct therefrom a
reasonable monthly charge as custodian thereof of not less than $10.00 per month.
Time Is declared to be the essence of these instructions. If you are unable to comply w~hln the
time specified herein and such additional time as is required to make an axamlnation of the
offICIal records, you will return all documents, money or property to the party entitled thereto
upon satisfactory written demand and authorization. Any amendmant of and/or lupplement to
any instructions must be In writing. The seller agrees to sell and the buyer agrees to buy tha
property herein described upon the terms hereof.
These escrow instructions, and amendments hereto, may be executed In one or more
counterparts. each of which independently shall have the same effect as if it were the original,
and all of which taken together shall constitute one and the same instruction.
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