HomeMy WebLinkAboutNGUYEN, MAI & NINH 2 - 2007
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" PURCHASE AND SALE AGREEMENT AND BILATERAL ESCROW INSTRUCTIONS
FOR ACQUISITION OF REAL PROPERTY
(Residential)
THIS AGREEMENT (hereinafter "PSA"), entered into on Septemher J.I , 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
Mai T. & Ninh X Nguyen
(hereinafter "Seller"), regardless of number or gender;
THEREFORE, for and in consideration of their mutual promises, covenants and agreements,
and subject to the terms, conditions and provisions of this Agreement, 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
401 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. Conveyance by Seller. Seller agrees to convey Said Real Property to City, by Grant
Deed, at the office of LandAmerica Title Insurance Company Title Insurance Company,
located at 1920 Main Street, 12th Floor, Irvine , California,
within thirty (30) days from and after the date on which the City has approved this PSA.
2. Title to be Conveyed, Seller agrees that, except as may hereinafter be 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 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
title to Said Real Property to City, within the time and at the place hereinabove specified, a
policy of title insurance to be issued by the above mentioned title insurance company, with the
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City therein named as the insured, in the amount of
THREE HUNDRED FORTY SEVEN THOUSAND DOLLARS ($ 347,000 )
insuring 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 those indicated in
Paragraph 15. 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 PSA.
4. Escrow. City agrees to open an escrow at the office of LandAmerica Title Insurance,
(hereinafter "Escrow Agent"), located at 1920 Main Street, 12th Floor, Irvine , California
within five (5) days from and after the date on which the City has approved this PSA. This PSA
constitutes the bi-Iateral escrow instructions of the City and the Seller and a duplicate original of
this PSA shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow is to
close within 120 days of the City's execution of this PSA.
The Escrow Agent hereby is empowered to act in accordance with the terms, conditions and
provisions of this PSA, and shall carry out its duties as Escrow Agent hereunder upon indicating
its written acceptance of this Section 4, and of the General Provisions described in Exhibit "B"
attached hereto and incorporated herein by this reference, delivered to the City and to the
Seller within five (5) days after delivery of this PSA.
City agrees to pay, 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.
Escrow Agent's liability under this PSA is limited to the performance of obligations imposed
upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this
PSA.
5. Property Taxes. Real property taxes, if any, on Said Real Property for the fiscal year in
which Said Real Property is conveyed to City, as are unpaid at the time of said conveyance,
shall be cleared and/or 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 aiL 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
from City, as and for the full purchase price for Said Real Property, including improvements to
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Said Real Property, and business goodwill, if any, the total sum of:
THREE HUNDRED FORTY SEVEN THOUSAND DOLLARS ($ 347,000 ),
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 PSA, 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 by Seller. Seller agrees to execute a complete, current and
correct statement of rentals (Seller Estoppels) on a form furnished to Seller by Buyer and to
deliver same to Buyer within fifteen (15) days hereof with copies of any written leases or rental
agreements attached. 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 the present occupants prior to close of escrow. Seller agrees that any and all tenant
security deposits pertaining to the subject property collected by or that are 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 (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 the subject 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. AssiQns. Successors in Interest. This PSA, 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 the purchase price
indicated in section 6, above, 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
mailing address of the Seller is:
i
Mai T. & Ninh 1'; Nguyen
-~9-2 S. -Cheshire Westminster, Ca 92663-'
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15. Exceptions. City agrees to accept title to Said Real Property subject to the following:
NONE,
16. Entire AQreement. It is mutually agreed that the Parties hereto have set forth herein
the whole of their Agreement. Performance of this PSA 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), (Hi) 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
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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).
18. Compliance 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. Continaencv. 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 shall constitute acceptance and approval.
21. Modification and Amendment. This PSA may not be modified or amended except in
writing signed by the Seller and City.
22. Partiallnvaliditv. Any provision of this PSA that is unenforceable or invalid or the
conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall
have no effect, but all the remaining provisions of this PSA shall remain in full force.
23. Captions, Captions and headings in this PSA, including the title of this PSA, are for
convenience only and are not to be considered in construing this PSA.
24. Governing Law. This PSA 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 PSA and the meaning of
the provisions hereof. The provisions of this PSA 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 PSA 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 PSA, without cost.
28. Applicability of Aareement To Assianees. This PSA shall be binding upon and shall
inure to the benefit of the successors and assigns of the Parties to this PSA.
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 PSA, 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 PSA.
The Parties have executed this PSA as of the date written below,
SELLER:
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By: -
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APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
Date: ~, 2007
IO/IIP,2007
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BY;---'--)/} ((tJil'(LIDate: f6/2-V, 2007 BY:
"MatT, lVgujen,
Date:
,2007
ATTEST:
Date:
,2007
Date: JO/;" , 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 SANTAANA,AND IS DESCRIBED AS FOllOWS:
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 13 AND A POTION OF LOT 14, BLOCK D OF TRACT NO 610, IN THE
CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 19, PAGE 12 OF MISCELLANEOUS MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 008-232-34
Assessor's Parcel Number: 00008 - 00232- 00034
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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 Escrow Agent's 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 the transferring
instrument(s) referred to herein are filed for recordation with the Office of the Orange County
Recorder. All prorations shall be made on the basis of a 30-day month / 360-day year.
Recordation of any instruments delivered through this escrow, if necessary or proper in the
issuance of a policy of title insurance, is hereby authorized by the Parties to this transaction.
There shall be no prorations of any existing insurance policies in this escrow.
Escrow Agent is to furnish a copy of these instructions, including any 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 Escrow Agent, before or after close of escrow, receive or become aware of any
conflicting demands or claims with respect to this escrow; or to the rights of any of the Parties
hereto; or about any money or property deposited herein, then Escrow Agent shall have the
right to discontinue any or all further acts on its part until such conflict is resolved to its
satisfaction, and Escrow Agent shall have the right to commence or defend any action or
proceeding for the resolution of such conflict. The Parties to this escrow jointly and severally
agree to pay all costs, damages, judgments and expenses, including reasonable attorney's
fees, suffered or incurred by Escrow Agent in connection with, or arising out of, this escrow
including, but without limiting the generality of the foregoing, a suit in interpleader initiated by
Escrow Agent. In the event Escrow Agent should file a suit in interpleader, Escrow Agent shall
be fully released and discharged from all obligations imposed upon it by this escrow.
If for any reason funds are retained or remain in escrow, Escrow Agent shall be entitled to
deduct therefrom a reasonable monthly charge of not less than $10,00 per month as an
administrative fee.
Time is of the essence with regard to the execution of these general escrow instructions. If
Escrow Agent is unable to comply with these instructions within the time specified herein, and if
additional time as is required to make an examination of the official records, Escrow Agent shall
return all documents, money, or property to the party entitled thereto upon satisfactory written
demand and authorization. Any amendment or supplement to these instructions must be in
writing, signed by all Parties to this transaction.
These escrow instructions, and any amendments thereto, 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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