HomeMy WebLinkAboutRODRIGUEZ, J. JESUS - 2007
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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Residential)
THIS AGREEMENT, entered into this ;l,~Tif day of fUIYUill"-j ,2007, between the CITY
OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution
and laws of the State of California (hereinafter "City" or "Buyer"), and J. Jesus Rodriguez
(hereinafter "Seller"), regardless of number or gender;
WITNESSETH
For and in consideration of their promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City,
and City agrees to purchase from Seller, all that certain real property (hereinafter "Said Real
Property") described as follows:
All that certain real property located in the State of California, County of Orange, City of Santa
Ana, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 716 S. Bristol, Santa Ana, Ca)
Said purchase and sale of Said Real Property shall be in accordance with and subject to all of
the following terms, conditions, promises, covenants, agreements and provisions, to wit:
1. Convevance bv Seller. Seller agrees to convey Said Real Property to City, by Grant
Deed, at the office of First American Title Insurance Company, located at 2 First American
Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has
approved this Agreement.
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise
expressly provided, Said Real Property shall be conveyed by Seller to City, as aforesaid, free
and clear of any and all conditions, restrictions, reservations, exceptions, easements,
assessments, profits, limitations, encumbrances (including any and all leases), liens, clouds or
defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants
that the title to Said 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, restriction, reservation, exception,
easement, assessment, profit, limitation, encumbrance (including any and all leases), lien,
cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title
hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City
because of the failure of Seller to convey title as hereinabove provided.
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of
Said Real Property to City, within the time and at the place hereinabove specified for said
conveyance of Said Real Property, a policy of title insurance to be issued by the above
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mentioned title insurance company, with the City therein named as the insured, in the amount
SIX HUNDRED TWENTY FIVE THOUSAND and NO/100 DOLLARS ($625,000) insuring the
that title to Said Real Property is free and clear of any and all conditions, restrictions,
reservations, exceptions, easements, assessments. profits, limitations, encumbrances
(including any and all leases), liens, clouds or defects in title, excepting such specific ones as
city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy
of title insurance, whether such insurance complies with the requirements of this paragraph or
not, shall not constitute a waiver by City of its right to such insurance as is herein required of
Seller, nor a waiver by the City of any rights of action for damages or any other rights which
may accrue 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 First American Title Insurance
Company, located at 2 First American Way, Santa Ana, California, (hereinafter" Escrow
Agent") within five (5) days from and after the date on which the City has approved this
Agreement. This Agreement constitutes 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 Ninety (90) days of the City's execution of this
Agreement.
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" attached
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 as 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, reconveyance 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 mortgage shall be waived pursuant to Civil 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 the General Escrow
Provisions as referenced in Exhibit "B" of this Agreement, attached hereto.
5. Property Taxes. Such real property taxes, if any, on Said Real Property for the fiscal
year within which Said Real Property is conveyed 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 State of California for that
portion of property taxes on Said Real Property for said fiscal year which have been paid prior
to the date the deed conveying Said Real Property to City is recorded which is allocable to that
portion of the fiscal year which begins on the date the deed conveying Said Real Property to
City is recorded and made uncollectible 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 prior to the fiscal year within which said conveyance is made shall be paid by
Seller before conveyance of Said Real Property to City.
6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept
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from City, as and for the full purchase price for Said Real Property, including improvements to
Said Real Property, and business goodwill, if any, the total sum of SIX HUNDRED TWENTY
FIVE THOUSAND and NO/100 DOLLARS ($625,000). City agrees to deposit said purchase
price in escrow with the Escrow Agent within THIRTY (30) days after the date on which the City
has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to
Seller upon and after:
(a) Conveyance of Said Real Property by Seller to City as hereinabove provided;
(b) Acceptance by City of a Grant Deed conveying Said Real Property to City;
(c) Delivery to City of the policy of title insurance as hereinabove required;
(d) Recordation of the Deed conveying Said Real Property to City.
7. Possession. 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 and Occupancy Bv Seller. Seller agrees to execute a complete, current and
correct statement of rentals (Estoppel Certificate) on a form furnished to Seller by Buyer, and
shall deliver same to Buyer within fifteen (15) days hereof with copies of any written leases or
rental agreements attached thereto. All rents will be prorated as of the close of escrow on the
basis of a 30-day month/360-day year consistent with that statement, subject to approval of
Buyer. Seller hereby agrees 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. Any and all Tenant
Security Deposits pertaining to the subject property collected by or in the possession of Seller
prior to the close of escrow shall be transferred to and become the property of Buyer during
escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental
agreements, tenancies, and leases (whether oral or written, 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 property,
exceeding a period of one month.
9. Waivers. 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 said covenant or agreement nor a waiver of any breach of any other covenants
or agreements contained herein.
10. Heirs. AssiClns. Successors in Interest. This Agreement, and all the terms,
covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators,
successors and assigns of the respective parties hereto.
11. Time is of the Essence. 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 Premises. Seller hereby grants City, and its authorized
agents, permission to enter upon Said Real Property at all reasonable times prior to close of
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escrow for the purpose of making necessary inspections.
13. Just Compensation. Seller acknowledges and agrees that said purchase price is just
compensation at fair market value for Said Real Property, including all improvements to Said
Real Property, and business goodwill, if any.
14. Notices. The mailing address of 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
rnailing address of the Seller is:
716 S. Bristol Street
Santa Ana, California 92703
15. Exceptions. City agrees to accept title to Said Real Property subject to the following:
NONE.
16. Entire Aareement. It is mutually agreed that the parties hereto have set forth herein
the whole of 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 connection with the
acquisition of Said Real Property by City.
17. Hazardous Waste. Neither Seller nor, to the best 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
Materials") 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 becomes regulated by any
local governmental authority, the State of California, or the United States Government,
including, but not limited to, any material or substance which is (i) defined as 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 California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance"
under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a
"hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317),
(x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. S6901 et seQ. (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 Liability Act, 42. U.S.C. S9601 et seQ. (42 U.S.C. S9601).
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18. ComDliance With Environmental Laws. To the best of Seller's knowledge the
Property complies with all 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 other environmental matters, including, but not limited to,
the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource
Conservation Recovery and Comprehensive Environmental Response Compensation and
Liability Acts, 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 federal, state, and local
agencies and bureaus.
19. Indemnitv. Seller agrees to indemnify, defend and hold the City harmless from and
against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or
disposal of 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, of any statute,
ordinance, order, rule, regulation, permit, judgment, or license relating to the 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 (including 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 to the date this escrow shall close. Seller shall not
be responsible for acts or omissions to act post close of this escrow.
20. Contingency. It is understood and agreed between the parties hereto that the
completion of this transaction, and the escrow created hereby, is contingent upon the specific
acceptance and approval of the City herein. The execution of these documents and the
delivery of same to Escrow Agent constitutes said acceptance and approval.
21. Modification and Amendment. This Agreement may not be modified or amended
except in writing signed by the Seller and City.
22. Partiallnvaliditv. Any provision of this Agreement that is unenforceable or invalid or
the conclusion of which would adversely affect the validity, legality, or enforcement of this
Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain
in full force.
23. CaDtions. Captions and headings in this Agreement, including the title of this
Agreement, are for convenience only and are not to be considered in construing this
Agreement.
24. GoverninCl Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
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25 No Reliance Bv One Party On The Other. Each party has received independent legal
advice from its attorneys with respect to the divisibility of executing this Agreement and the
meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their
fair meaning, and not for or against any party based upon any attribution to such party as the
source of the language in question.
26. No Third Party Beneficiarv. This Agreement is intended to benefit only the parties
hereto and no other person or entity has or shall acquire any rights hereunder.
27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the
other, execute and deliver such further documents (in form and substance reasonably acceptable
to the party to be charged) and do such other acts and things as are reasonably necessary and
appropriate to effectuate the terms and conditions of this Agreement, without cost.
28. Applicability of Aareement To Assianees. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties to this Agreement.
29. Authoritv to Execute Aareement. Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each of
the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
in fact, held by the signatory or is withdrawn.
30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be
incorporated as if fully set forth in the body of this Agreement.
The parties have executed this Agreement as of the date written below.
SEM-En
By:iJ.. K--.Q~ . Dated !:.>.- 2-,,\
J. Jesus Rodriguez
,2007
Patricia E. Healy
Clerk of the Council
/
/ t./I..../
Dated: -4. 07 07 ,2007
ATTEST:
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
Dated:
~J:L ~ ~
,2007
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EXHIBIT "A"
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
LOT 11 OF TRACT NUMBER 1589, IN THE CITY OF SANTA ANA, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 46,
PAGE(S) 38 AND 39 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
APN: 010-295-23
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EXHIBIT "B"
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 accounts with any bank doing business in the
State of California and may be transferred to any other general escrow account or accounts.
The expression "close of escrow" means the date on which instruments referred to herein are
filed for record. All adjustments are to be made on the basis of a 360-day year/3D-day month.
Recordation of any instruments delivered through this escrow is authorized, if necessary or
proper in the issuance of a policy of title insurance.
There shall be no prorations of any existing insurance policies in this escrow.
You are to furnish a copy of these instructions, amendments thereto, closing statements and/or
any other documents deposited in this escrow to the lender or lenders, the real estate broker or
brokers and/or the attorney or attorneys involved in this transaction upon request of such
lenders, brokers or attorneys.
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 herein affected hereby, you shall have the right to discontinue any or all
further acts 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 determination 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 connection
with, or arising out of this escrow, including, but without limiting the generality of the foregoing,
a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso
facto be fully released and discharged from all obligations imposed upon you in this escrow.
If for any reason funds 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 of the essence with regard to the execution of these instructions. If you
are unable to comply within the time specified herein and such additional time as is required to
make an examination of the official records, you will return all documents, money or property to
the party entitled thereto upon satisfactory written demand and authorization. Any amendment
of and/or supplement to any instructions must be in writing. The seller agrees to sell and the
buyer agrees to buy the 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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