HomeMy WebLinkAboutSALADO, HECTOR 1 - 2009s,~~~JR,a,"SCE:.{~, rjL~t!,;;~~ N-2009-039
~LL'RK U!F ~U"i1CiL
~. ~ti~~ ~-;> PURCHASE AND SALE AGREEMENT
AND BILATERAL ESCROW INSTRUCTIONS
~~~~~-(~~r~ ~~~ r»n'?~ir~'' FOR ACQUISITION OF REAL PROPERTY
THIS AGREEMENT (hereinafter "PSA"), entered into on
~,~ '~ _ 2 0 0 9 , 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 Hector Salado (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 PSA, Seller agrees to sell to City, and City agrees
to purchase from Seller, a portion of that certain real property (hereinafter "Said Real Property") legally
described and depicted as follows:
SEE EXHIBIT "A" -Legal Description
and EXHIBIT "B" -Graphical Depiction
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as a portion of 1247 West Camile Street, 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 ~ Seller. Seller agrees to convey Said Real Property to City, by Grant Deed, within
thirty (30) days from and after the date on which the City has approved this PSA.
2. Title to be Conveyed. The Seller's interest to the Real Property will be conveyed to City by Seller by
Grant Deed as set forth in Exhibit "C" to this PSA.
3. Property Taxes. 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 and 5081 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.
4 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, fixtures & equipment, improvements pertaining to the
realty, goodwill (if any), and severance damages (if any), the total sum of FIVE THOUSAND SEVEN
HUNDRED AND NO/100 Dollars ($5,700).
5. Deadline for Pa~nent of Purchase Price. City agrees to pay the purchase price of FIVE THOUSAND
SEVEN HUNDRED AND NO/100 Dollars ($5,700) to Seller within THIRTY (30) days from receipt of a
fully executed Grant Deed and confirmation that Seller has marketable title to Said Real Property.
6. Recordation of Grant Deed. Buyer shall not record the Grant Deed until City has paid Seller the full
Purchase Price for Said Real Property.
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7. Possession. Seller agrees to deliver to Ciry, on the date the Deed conveying Said Real Property to
City is recorded, quiet and peaceful possession of Said Real Property.
8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the
part of the 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.
9. Heirs, Assigns, 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.
10. 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.
11. 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 recordation of the Grant Deed for the
purpose of making necessary inspections.
12. Notices. The mailing address of the Seller of the Seller of Santa Ana is 20 Civic Center Plaza, M-
36, P.O. Box 1988, in the Seller of Santa Ana 92701, County of Orange, state of California. The mailing
address of the Seller is:
Hector Salado
1247 W. Camile Street
Santa Ana, CA 92703
13. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth 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 Ciry.
14. Expiration of Agreement. This PSA shall terminate and become unenforceable by any Party if City
has not completed the acquisition of Said Real Property and paid the Purchase Price therefore to Seller
before July 14, 2009.
15. Indemnity. 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
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date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this
escrow.
16. Modification and Amendment. This PSA may not be modified or amended except in writing
signed by the Seller and City.
17. Partial Invalidity. 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.
18. 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.
19. Governing This PSA shall be governed by and construed in accordance with the laws of the
State of California.
20. No Reliance By One Party On The Other. Each party has received independent legal advice from its
attorneys with respect to the advisability 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.
21. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other
person or entity has or shall acquire any rights hereunder.
22. 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.
23. Applicabilit~greement To Assignees. This PSA shall be binding upon and shall inure to the
benefit of the successors and assigns of the Parties to this PSA.
24. Authority to Execute Agreement. Each undersigned represents and warrants that its signature
hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA,
and shall indemnify Ciry 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.
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25. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as
if fully set forth in the body of this PSA.
IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written
above.
SELLER:
CTi~~on-- S1~1i4~
Hector Salado
CityBuyer
City of Santa Ana
~,. David N. Ream
City Manager
Attest~~
~ ~ - __ ~;
Patricia H. Healey
City Clerk ~
Dater L~ ~d ~, 2009
Date: S , 2009
i - / _
Date: -~ , 2009
Approved as to Form:
Joseph W. Fletcher
City,Att6rne j~, ~'' `~
~,
_ ~~, z,~
J.~e ~an~tot~al "~ ~ ._ ___ -
Chi~,f Assistant City Attorney
Date: ~ ,y ~ , 2009
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