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HomeMy WebLinkAboutREIMER, RICHARD AND SUSAN, (TF INVESTMENTS) - 2010A-2010-219 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (Residential) THIS AGREEMENT, entered into this ? day of &-ehk?& 2010, by and between the a CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City" or "Buyer"), and TF Investments, LLC, a California limited liability company (hereinafter called "Seller"), S 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 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 602 N. Bristol/1301 W. 6th, 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, through an escrow to be opened at First American Title Insurance Company, located at 2 First American Way, Santa Ana, California, subject to the provisions of paragraph 2. . 2. Cancellation of Escrow. Escrow shall be cancelled and this Agreement shall be null and void if the City has not approved this Agreement and notified Seller of such approval by 5 pm on November 19, 2010. 3. Title Insurance. Seller makes no representations or warranties as to the state of title and Buyer is to obtain during Escrow, at its expense, such title insurance as it deems necessary or desirable. Seller shall have no responsibility to provide Buyer with any title documents, reports or policies of title insurance. 4. Escrow. City agrees to open an escrow at the office 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. Escrow to close prior to December 31, 2010 - time being of the essence. 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. 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 prorated as of the Close of Escrow. 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; and Other Consideration. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, the total sum of THREE HUNDRED FIFTY-TWO THOUSAND SEVEN HUNDRED AND TWENTY DOLLARS ($352,720). 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 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 provided; (d) Recordation of the Deed conveying said real property to City. In addition: (a) The City shall deliver to Seller the water heater which was recently installed in 1301 W. 6th Street or, should such water heater be unavailable, then the City shall pay to Seller $500 to reimburse Seller for the costs associated with such water heater (see paragraph 17); (b) The City shall, prior to the Close of Escrow, deliver to Seller a letter on the City's letterhead acknowledging that this sale was consummated under the threat that the City would acquire the subject property by eminent domain in a form reasonably acceptable to Seller. 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 subject to the rights of the existing tenants. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Estoppel Certificate) on a form furnished to Seller by Buyer and 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 remain the property of Seller. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded). 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, Assigns, 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. (Intentionally omitted). 13. Tenants: Neither the City nor its agents shall negotiate with and/or contact the tenants in the Property until Escrow closes. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, Attn: Kent Jorgensen 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: TF Investments, LLC C/O Richard L. Riemer P.O. Box 6467 Santa Ana, CA 92706 15. Title. City agrees to accept title to said real property in its current condition per the preliminary title report dated October 7, 2010. In addition, all monetary liens being recorded prior to the close of escrow shall be cleared. 16. 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. 17. Water Heater. Notwithstanding the closing of the Escrow as it relates to the real property, Escrow shall continue to hold $500 of the City's money until the City makes the water heater described in paragraph 6 above available to the Seller or until May 1, 2011 whichever first occurs. If the City has not made such water heater available to Seller by May 1, 2011 for whatever reason (eg. the tenant has not vacated the unit, the new water heater has `disappeared' or whatever) then, and in that event, Escrow Agent shall pay the $500 to Seller. 18. "As-Is" Sale. The City acknowledges and agrees that the sale of the Property as provided for in this Agreement is being made on an "AS IS, WHERE IS" condition and basis "WITH ALL FAULTS", with no right of setoff or reduction in the Purchase Price. In furtherance thereof, the City hereby acknowledges and agrees as follows: 3 (a) That Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, including, without limitation, environmental laws and the Americans with Disabilities Act and any rules and regulations promulgated thereunder or in connection therewith, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) any other matter with respect to the Property. (b) That the City has conducted such due diligence as it considered necessary or appropriate. (c) That the City, for itself and its successors and assigns, hereby releases Seller and its members from, and waives, any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever (collectively, "Liabilities") against Seller for or attributable to or in connection with the Property, whether arising or accruing before, on or after the Closing and whether attributable to events or circumstances which may occur before, on or after the Closing, including, without limitation, any implied or statutory warranties or guaranties of fitness, merchantability or any other statutory or implied warranty or guaranty of any kind or nature regarding or relating to any portion of the Property. In addition to, and not by way of limitation of, the foregoing, the City, for itself and its successors and assigns, hereby releases Seller from, and waives, any and all Liabilities against Seller for or attributable to any affirmative obligation that Seller may have under the laws of the State of California to make any disclosures to the City regarding the condition of the Property or whether any portion of the Property lies within a natural hazard area. The City further acknowledges and represents that it will make its own independent investigations, or shall have the opportunity to do so, as it deems necessary or appropriate concerning the Property, including without limitation investigations to determine whether any portion of the Property is located in any natural hazard areas. In view of the foregoing, the City hereby knowingly, voluntarily, and intentionally waives its right to disclosure of natural hazards found in the Natural Hazard Disclosure Act, California Government Code §§ 8589.3, 8589.4, and 51183.5, and California Public Resources Code §§ 2621.9, 2694, and 4136, and any similar or successor statutes or laws. The City acknowledges that Seller is not required to make any of the disclosures dealing with lead based paint or mandated by Civil Code § 1102 et seq. (d) By closing and acceptance of the deed from Seller, the City agrees that it shall be deemed to: (i) assume and take responsibility and liability for any and all Liabilities attributable to the Property arising or accruing after the Close of Escrow and attributable to events or circumstances which occurred after the Close of Escrow (collectively, the "Assumed Liabilities"), and (ii) indemnify, defend and hold harmless Seller and its members from all Assumed Liabilities (including reasonable attorneys' fees, expenses and disbursements). (e) The City expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property and that the City explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Liabilities has been given in exchange for a full accord and satisfaction and discharge of all such Liabilities. (f) The provisions of this paragraph 18 shall survive Close of Escrow. 4 19. Releases. WITH RESPECT TO ANY RELEASE SET FORTH IN THIS AGREEMENT RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, THE CITY HEREBY ACKNOWLEDGES THAT SUCH WAIVER AND RELEASE IS MADE WITH THE ADVICE OF COUNSEL AND WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CONSEQUENCES AND EFFECTS OF SUCH RELEASE, AND THAT SUCH RELEASE IS MADE WITH THE FULL KNOWLEDGE, UNDERSTANDING AND AGREEMENT THAT CALIFORNIA CIVIL CODE §1542 PROVIDES AS FOLLOWS, AND THAT THE PROTECTION AFFORDED BY SAID CODE SECTION IS HEREBY WAIVED: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 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. 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. 23. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Partv 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 Beneficiary. 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. ADDlicability 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. 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. SELLER: TS, LLC By: Date: * 2010 Richar . Riemer BUYER: CITY OF-SANTA ANA By: 2L - ate: /t/102010 David N. Ream City Manager ATTEST AS TO FORM: Joseph W. Fletcher City Attorney By: - Date: 010 Jose Sandoval aihaging Senior Assistant City Attorney ATTEST: By: 4? Date: 2010 Maria D. Huizar Nov 1 9 2DT ?"` Clerk of the Council 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, Tract No. 1152, per map recorded in Book 38, Page 9 of Miscellaneous Maps, in the office of the County Recorder, County of Orange, California. 7 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 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 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 Buyer agrees 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. 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. 8 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-36 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER USE GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S CANCEL APPROVED AS TO APPROVED BY DESCRIPTION DESCRIPTION A,P. RN? MAP PROJECT TAXES FORM BY ATTY. DIRECTOR WRITTEN BY CHECKED-O.K. NUMBER NUMBER NUMBER X 405-073-18 602 N. Bristol, Santa Ana DEED NUMBER (Address /Approximate Location) GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, TF Investments, LLC, a California limited liability company does hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; TF Investments, LLC, a California limited liability company Dated By: Richard L. Riemer STATE OF CALIFORNIA )ss. COUNTY OF } On 2010, before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public place notary seal above MAIL TAX STATEMENTS AS DIRECTED ABOVE 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, Tract No. 1152, per map recorded in Book 38, Page 9 of Miscellaneous Maps, in the office of the County Recorder, County of Orange, California.