HomeMy WebLinkAboutSTEWART, HELEN E.-~s Y ;~'cr,~ ~-a,,~~,~ ; Y~ N-2002-083
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AGREEMENT FOR ACQUISITION OF
REAL PROPERTY
THIS AGREEMENT, entered into this 23 day of ~~,~., , 200_, by and between the CITY OF
SANTA ANA, a charter city and municipal corporation duly ord under the Constitution and laws of
the State of California (hereinafter referred to as the "City"), HELEN E. STEWART, A WIDOW (hereinafter
called "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 referred to as "said real property") described as follows:
All that certain 554 square feet of 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
(That certain 561 square feet of that real property commonly known as 1238 West River Lane, Santa Ana,
CA)
Said sale and purchase 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:
Incorporation of Recitals. The recitals set forth above are fully incorporated herein by reference.
2. Conve ay_nce by Seller. Seller agrees to convey said real property interest to City, by Grant Deed, at
the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within
thirty (30) days from and after the date on which the City has approved this Agreement.
3. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly
provided, said real property interest shall be conveyed by Seller to City, as aforesaid, free and clear of any
and all monetary liens except those exceptions shown in Paragraph 15 below, but subject to all
encumbrances, easements, covenants, restrictions, rights, and other matters which are of record or known or
disclosed to City prior to Seller's conveyance of the property interest. Seller hereby warrants that the title to
said real property to be conveyed by Seller to City shall be free and clear as above provided. Seller further
agrees that acceptance by City of any deed to said real property, without knowledge of any monetary lien
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.
(b) City shall obtain, at City's expense, any preliminary title report or policy of title insurance
if such report or policy is desired or required to complete the transaction contemplated herein.
(c) IF CITY, ITS EMPLOYEES, AGENTS, CONTRACTORS OR SUBCOTNRACTORS
COMMENCE CONSTRUCTION UPON SAID REAL PROPERTY BEFORE
CONVEYANCE OF SAID REAL PROPERTY TO CITY, THEN BY SUCH ACTION,
1.) CITY SHALL BE DEEMED TO HAVE ACCEPTED SAID REAL PROPERTY IN
ITS "AS IS" CONDITION AND SUBJECT TO ALL MONETARY LIENS,
ENCUMBRANCES, EASEMENTS, COVENANTS, RESTRICTIONS, RIGHTS, AND
OTHER MATTERS WHETHER KNOWN OR UNKNOWN BY CITY, AND 2.) CITY
SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT WHICH MIGHT HAVE
OTHERWISE ACCRUED TO THE CITY BECAUSE OF SELLER'S FAILURE TO
CONVEY TITLE AS OTHERWISE PROVIDED IN THIS AGREEMENT. CITY
AGREES THAT CITY SHALL PAY TO SELLER THE FULL PURCHASE PRICE OF
SEVEN THOUSAND DOLLARS ($7,000.00), DESCRIBED IN SECTION 5 BELOW,
BEFORE CAUSING OR COMMENCING CONSTRUCTION UPON SAID REAL
PROPERTY. CITY FURTHER AGREES TO PERFORM SERVICES IDENTIFIED IN
EXHIBIT "C", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF. CITY ACKNOWLEDGES THAT VIOLATION OF ANY OF THE
PROVISIONS OF THIS SECTION WILL CAUSE IRREPARABLE LOSS AND HARM
TO SELLER WHICH CANNOT BE REASONABLY OR ADEQUATELY
COMPENSATED BY DAMAGES IN AN ACTION AT LAW. ACCORDINGLY, IN
THE EVENT OF A BREACH OR THREATENED BREACH BY CITY OF ANY OF
THE PROVISOINS OF THIS SECTION, SELLER SHALL BE ENTITLED, WITHOUT
POSTING BOND OR OTHER SECURITY, TO INJUNCTIVE AND OTHER
EQUITABLE RELIEF THEREOF, AND CITY AGREES THAT IT WILL NOT BE A
DEFENSE TO ANY REQUEST FOR SUCH RELIEF THAT SELLER HAS AN
ADEQUATE REMEDY AT LAW. NOTWITHSTANDING THE FOREGOING, CITY
AND SELLER SHALL HAVE OTHER LEGAL REMEDIES AS MAY BE
APPROPRIATE UNDER THE CIRCUMSTANCES, INTER ALIA, RECOVERY OF
DAMAGES OCCASIONED BY SUCH BREACH.
4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2
First American Way, Santa Ana, California, (the 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.
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.
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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 '-'B" of the General Provisions of this Agreement.
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 from City, as and
for the full purchase price for said real property interest, the total sum of Seven Thousand Dollars
($7,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30)
days from and after the date on which the City has approved this Agreement, and the Seller hereby agrees to
convey said real property interest to City as hereinabove provided.
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. No Warranties Except as Specified. Except as specified elsewhere in this Agreement, the said real
property is sold "AS IS" in its present physical condition.
9. Heirs, Assigns, Etc. 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.
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 Seller's conveyance of the property interest to
City only for the purpose of making necessary inspections to investigate Seller's disclosures and information
concerning the physical condition of said real property. City agrees that no construction shall begin upon
said real property at any time prior to Seller's conveyance of the property interest to City, by Grant Deed.
12. Just Compensation. Seller acknowledges and agrees that said purchase price, along with City's
agreement to perform services identified in Exhibit "C", attached hereto and by this reference made a part
hereof, is just compensation at fair market value for said real property and includes any and all fixtures and
equipment, goodwill (if any) and severance.
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13. Exceptions. City agrees to accept title to said real property subject to the following: exceptions: none,
as listed on the First American Title Company Preliminary Report dated January 11, 2002.
14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-22, P.O. Box
1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the
Seller is:
1238 W. River Lane
Santa Ana, CA 92706
15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth 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.
16. 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. 51317), (x) defined as a "hazardous
waste pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et s_g.
(42 U.S.C. 56903) 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. 59601 et sec . (42 U.S.C.
S9601). City shall conduct its own investigation (due diligence) to determine the presence of hazardous
materials on, under, in, or about, to or from the Property. Prior to Seller's conveyance of the property interest,
City shall have the right to provide written notice to Seller of any items disapproved and to cancel this
Agreement, so long as construction has not commenced upon said real property.
17. Compliance With Environmental Laws. Seller has not received any notice or is not aware of any
notice filed or issued against said real property of violations of any applicable laws and governmental
regulations including, without limitation, any applicable federal, state, and local laws pertaining to air and
water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited
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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. City shall conduct its own investigation (due
diligence) to determine whether said real property complies with all applicable laws and governmental
regulations. Prior to Seller's conveyance of the property interest, City shall have the right to provide written
notice to Seller of any items disapproved and to cancel this Agreement, so long as construction has not
commenced upon said real property.
18. Indemnity. City shall indemnify, defend and hold the Seller harmless from and against any and all
claims, actions, suits, proceedings, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon any act
or omission of the City, its employees, agents, contractors or subcontractors arising from the City's access to
or use of said real property, including without limitation the construction of improvements, the furnishing of
materials, or the performance of work upon said real 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 property damage or 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) proximately caused in whole or in part by
negligence of City or by any act or omission for which City is liable as a result of its access to or use of said
subject property. This indemnity shall commence on the date this Agreement is accepted by City and shall
survive Seller's conveyance of property interest.
19. Contin ency. It is understood and agreed between the parties hereto that the completion of this
transaction is contingent upon the specific acceptance and approval of the City herein. The execution of
these documents and the delivery of same by City constitutes said acceptance and approval.
20. Modification and Amendment. This Agreement may not be modified or amended except in writing
signed by the Seller and City.
21. Partial Invalidity. 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.
22. Captions. 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.
23. Governin Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
24. No Reliance By 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.
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25. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other
person or entity has or shall acquire any rights hereunder.
26. 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.
27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties to this Agreement.
28. 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
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.
29. Incorooration of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date written below.
ATTEST:
Patricia E. Healy
Clerk of the Council
DATED: 7' a a' - (J ~
CITY OF SANTA ANA
avid N. Ream
City Manager
SELL R
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elen E. Stewart
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY: r~ . _~
Jose~andov I
Semor Assistant City Attorney
APPROVED AS TO FORM:
LAW OFFICE OF BRENDA D. E. YANOSCHIK
D. E. Yanoschiks
Attorney for Helen E.
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Exhibit "A"
Legal Description
AP No. 001-136-16
1238 W. River Lane
(Stewart)
Bristol Street Widening -Elm Street to Memory Lane
That portion of Lot 8 of Tract No. 6007, in the City of Santa Ana, County of Orange, State of
California, as shown on the map filed in Book 220, Pages 33 and 34 of Miscellaneous Maps, in the
Office of the County Recorder of said County, described as follows:
Beginning at the Southwest corner of said Lot 8; thence South 82° 18' 15" East 40.37 feet along
the Southerly line of said Lot 8; thence leaving said Southerly line North 07° 41' 45" East 11.31
feet; thence North 76° 23' 37" West 42.24 feet to the Westerly line of said Lot 8; thence South 01°
42' 47" West 15.75 feet along said Westerly line to the point of beginning.
Containing an area of 554 square feet, more or less.
Prepared under the supervision of:
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(XXX)INDICATES RECORD DATA PER TRACT 6007
INDICATES AREA TO BE ACQUIRED
SKETCH TO ACCOMPANY
A LEGAL DESCRIPTION
FOR PORTION OF
LOT 8 OF TRACT 6007
1236 w. RIVER LANE =
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GENERAL ESCROW PROVISIONS
EXHIBIT "B"
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 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 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 the essence 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.
EXHIBIT "C"
1238 WEST RIVER LANE
The following improvements or mitigation measures will be made along said real property to accommodate
the proposed storm drain realignment on Bristol Street.
The improvements or mitigation will include:
1. The City of Santa Ana shall maintain the working area in a clean and livable environment throughout
the course of construction and shall maintain proper procedures to control dust, manage debris and
excavation spoils, shoring, equipment storage and staging to minimize inconvenience and discomfort to
Helen E. Stewart ("Seller").
2. Equipment shall be operated and construction shall be performed so that no damage will occur to
Seller's adjacent property and existing block wall. Any damage arising from such construction or work shall
be repaired immediately by the City of Santa's Contractor at the City's expense.
3. If Seller's trees or shrubs are damaged, the City of Santa Ana shall, at the City's expense, replace the
damaged trees or shrubs with like size and kind. The City of Santa Ana shall monitor the health and growth
of the newly placed trees and/or shrubs fora 6-month period starting after the planting the trees and/or shrubs
is complete. Within this 6-month maintenance period, the City of Santa Ana shall replace, at its expense, any
dead or dying trees and/or shrubs.
4. If the Seller's block wall is damaged during construction, and immediate permanent repairs are
impossible, the City of Santa Ana's contractor shall, at the City's expense, immediately install an 8' high
chain link fence with privacy screening along the southwesterly line of the Sellers Property and shall
maintain it for the duration of the construction, after which the City of Santa Ana shall engage a contractor to
reconstruct the wall to match the pre-construction conditions as close as possible. The City of Santa Ana's
contractor shall provide dust control during construction.
tea„cation j sr
TRANSMITTAL
TO: City Clerk
CITY OF SANTA ANA
PUBLIC WORKS AGENCY
20 Civic Center Plaza
P.O. Box 1988, M-36
Santa Ana, California 92702
DATE: July 23, 2002
ATTN: Roseanne Trujillo
SUBJECT: Transmittal of Agreement for Acquisition of Real Property- Stewart
WE ARE ENCLOSING
THE FOLLOWING
FOR:
Under Separate Cover
x Herewith
Via Mail
Letter
Plans
Specifications
x Originals
x Agreements
Drawings
Other
Your Review
Your Approval
Your Information
Your Files
Your Use
x Your Signature
Your Comment
REMARKS: Roseanne, please have the City Manager sign the enclosed Agreements
and call me when they are available and I will pick them up. Thanks, Doug
If we may be of further assistance, please contact me at (714) 647-5067. ~
S~ c ely
Douglas . Giltne