HomeMy WebLinkAbout04 - Acquisition 301 S Sycamore-300 S MainTF
HIV Y ACTS
AOeNCY EOAR~ MEETING ®ATe:
AGeNCY SECRETARY use ONLY:
FEBRUARY 22, 2011
TITLe:
APPROVED
^ As Recommended
AGREEMENT FOR ACQUISITION OF ^ AsAmended
^ Ordinance on 1 si Reading
REAL PROPERTY AND ESCROW ^ Ordinance on 2°' Reading
INSTRUCTIONS FOR 301 SOUTH ^ implementing Resolution
SYCAMORE AND 300 SOUTH MAIN ^ Set Public Hearing For
STREET
CONTINUED TO
~ ~~~~~_, FILE NUMBER
~~CUTI^V~° DIRECT®R
REC®I~iMEN®E®AC`TI®N
Authorize the Executive Director and Agency Secretary to execute the attached Purchase and
Sale Agreement and Escrow Instructions for the acquisition of real property located at 301 South
Sycamore and 300 South Main in the amount of $682,500 plus normal closing costs and escrow
fees, subject to non-substantive changes approved by the Executive Director and Agency General
Counsel
COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION
At its regular meeting on February 1, 2011, by a vote of 6:0, the Community Redevelopment and
Housing Commission approved the recommended action.
DISCUSSION
Shortly after the South Main Project Area was adopted, the Community Redevelopment Agency
(Agency) pursued the establishment of several public parking lots along the Main Street corridor to
alleviate parking problems, including intrusion into neighborhoods. The Agency both purchased
and leased properties for this purpose. Currently the leased lots are on month-to-month tenancies.
The Agency is currently paying $2,622.42 for monthly rent on the real property located at 301
South Sycamore and 300 South Main Street (Exhibit 1). After the property owner, Marie Chaney,
passed away, the Agency was approached by her heirs to assess the Agency's interest in
purchasing the property. The Agency requested an appraisal which indicated a fair market value
of $680,000 for both properties. Negotiations with the property owners have been finalized and
the proposed purchase of the property will continue to provide off street parking that services the
local businesses along the corridor.
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Acquisition of 301 South Sycamore and 300 South Main Street
February 22, 2011
Page 2
ENVIRONMENTAL COMPLIANCE
In accordance with the California Environmental Quality Act, this project is exempt from further
review. Categorical Exemption ER No. 2011-1 will be filed for this property.
FISCAL IMPACT
Funds are available in the South Main 20% Corridor Set-Aside Fund (account no. 55318830-
66100-10800201069, project no. 108002).
APPROVED AS TO FUNDS AND ACCOUNTS:
`~l _ o
Nancy T. Ed rds
Assistant Dir for
Community Development Agency
.-
~~~ ~~
Francisco Gutierrez ?'
Executive Director w.a
Finance & Management Services Agency
CJN/NTE/GL/mlr
Exhibits: 1. Map
2. Agreement
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PINE STREET
Entrance
Entrance Aa2
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CHESTNUT AVENUE
ICI II
A- 1 300 South Main Street (11,580 sq. ft.)
A- 2 301 South Sycamore Street (6,250 sq. ft.)
Total sq. ft. 17,830
Exl~ibi~1
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PURCHASE AND SALE AGREEMENT
FOR ACQUISITION OF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
THIS AGREEMENT, entered into this ~ day of , 2011, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a California
Redevelopment Agency and a public body corporate and politic, hereinafter referred to as the
"Agency" or "Buyer"); SILAS B. CHANEY, HUSBAND, AND MARIE E. CHANEY, WIFE,
AS TRUSTORS OF THE SILAS AND MARIE CHANEY REVOCABLE LIVING TRUST (as
to Parcel A-1); and MARIE ELIZABETH CHANEY, TRUSTEE OF TRUST A OF THE SILAS
AND MARIE CHANEY REVOCABLE LIVING TRUST DATED SEPTEMBER 23, 1976 AS
TO AN UNDIVIDED 40% INTEREST IN AND TO THE WHOLE OF; AND MARIE
ELIZABETH CHANEY, TRUSTEE OF TRUST B OF THE SILAS AND MARIE CHANEY
REVOCABLE LIVING TRUST DATED SEPTEMBER 23, 1976 AS TO AN UNDNIDED
60% INTEREST (as to Parcel A-2), (hereinafter collectively 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
Agency, and Agency 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 300 South Main Street (Parcel A-1) and 301 South Sycamore Street
(Parcel A-2), Santa Ana, CA) SEE EXHIBIT "B" ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF
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 by Seller. Seller agrees to convey said real property to Agency, by Grant
Deed, at the office of First American Title Insurance Company, located at Santa Ana, California,
within thirty (30) days from and after the date on which the Agency has approved this
Agreement.
2. Title to be Conveyed. Sallar agrees that, except as may hereinafter be otherwise
expressly provided, said real property shall be conveyed by Seller to Agency, as aforesaid, free
and cleat• of any and all conditions, restrictions, reservations, exceptions, easements,
EXHIBIT 2
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assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or
specific, including any and all leasehold interests), liens, clouds or defects in title except those
exceptions shown in Paragraph 15 below. Senor hereby warrants that the title to said real
property to be conveyed by Seller to Agency shall be free and clear as provided above. Seller
further agrees that acceptance by Agency of any deed to said real property, with or without
knowledge of any condition, reshiction, reservation, exception, easement, assessment, profit,
limitation, encumbrance (whether monetary ornon-monetary, general or specific, and including
any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by
Agency of its right to the full and clear title hereinabove agreed to be conveyed by Seller to
Agency, nor of any right which might accrue to Agency because of the failure of Seller to
convey title as hereinabove provided.
3. Title Insurance. Agency shall purchase a policy of title insurance to be issued by the
above mentioned title company, with the Agency therein named as the insured, in the amount of
Six Hundred Eighty Two Thousand Five Hundred Dollars ($682,500.00) insuring the title of the
Agency to said real property is free and clear of any and all conditions, reshictions, reservations,
exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or
non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or
defects in title, excepting such specific ones as Agency may hereinafter expressly agree to take
subject to. Acceptance by Agency of any such policy of insurance, whether such insurance
complies with the requirements of this paragraph or not, shall not constitute a waiver by Agency
of its right to such insurance as is herein required of Seller, nor a waiver by the Agency of any
rights of action fox damages or any other rights which may accrue to Agency by reason of the
failure of Seller to convey title or to provide title insurance as required in this Agreement.
4, Escrow. Agency agrees to open an escrow at the office of First American Title Insurance
Company, located at Saute Ana, California, (the Escrow Agent) within five (5) days from and
after the date on which this Agreerent is ftrlly executed. This Agreement constitutes the joint
escrow instructions of the Agency and the Seller and a duplicate original of this Agreement shall
be de]ivered 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 "C" attached
hereto and incorporated herein by this reference, in writing, delivered to the Agency and to the
Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow
Agent hereunder.
Agency agrees to bear and Escrow Agent is hereby authorized to charge to the Agency 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 Agency. Penalties for prepayment of bona fide obligations secured by any existing
deed of trust or mortgage shall be waived pursuant to Code of Civil Procedure Section 1265.240,
The liability to the Escrrow Agent under this Agreement is limited to performance of the
obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "C" of the
General Provisions of this Agreement.
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g prono____~ s. Such real property taxes, if any, on said real property for tho fiscal year
within which said real property is conveyed to Agency 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 Agency is recorded which is allocable to that portion of the
fiscal year which begins on the date the deed conveying said real property to Agency is recorded
and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Codo
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 Agency.
6. Pavment of Purchase Price. Agency agrees to pay to Seller, and Seller agrees to accept
from Agency, as and for the full purchase price for said real property, improvements pertaining to
the realty, business goodwill (if any), and severance damages, the total sum of Six Hundred Eighty
Two Thousand Five Hundred Dollars 682 500.00 , Agency agrees to deposit said purchase
price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on
which the Agency 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 Agency as hereinabove provided;
(b) Property is declared clean and free of any hazardous
waste/materials/contamination;
(c) Acceptance by Agency of a Grant Deed conveying said real property to Agency;
(d) Delivery to Agency of the policy of title insurance as hereinabove provided;
(e) Recordation of the Grant Deed conveying said real property to Agency.
7. Possession. Soper agrees to deliver to Agency, on the date the Grant Deed conveying
said real property to Agency is recorded, quiet and peaceful possession of said real property,
which shall be made free by Seller of all personal property.
8. Rental and Occunancv By Seller. Seller agrees to execute a complete, current and
correct statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer and deliver
same to Buyer within fifteen (I S) 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
present occupants prior to close of escrow. Seller agrees that 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 transfer7ed to and become the property of Buyer during escrow,
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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 utuecorded) and Seller agrees to
hold Buyer harmless from all 1tability from any such leases or agreements. Seller also wattants
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 Agency of any breach of any covenant or agreement herein
contained on the pact 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. Ileirs Assiens. 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 Agency, and its authorized
agents, permission to enter upon said real property at all reasonable times prior to close of
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 and includes payment for improvements
pertaining to the realty, business goodwill (if any), and severance datnages.
14, Notices. The mailing address of the Agency of Santa Ana is 20 Civic Center Plaza, M-
36, P.O. Box 1988, in the Agency of Santa Ana 92702, County of Orange, California. The
mailing address of the Seller is:
Joan Chaney
31566 Windsong Drive
San Juan Capistrano, CA 92675
15. Exceptions. Agency agrees to accept title to said real property subject to the following:
No exceptions
16. Entire Agreement. It is mutually agreed that the parties hereto have hetein set forth the
whole of their Agreement. Performance of this Agreement by Agency 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 Agency.
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17. Condltion of the Pro»ez•Yy/Disclosure.
A. Prior to the execution of this Agreement, Buyer has caused a "Phase I" investigation
of the environmental condition of the Property to be undertaken, with the cost of such
investigation at the sole expense of Buyer. Buyer represents and warrants that Seller will be
provided a copy of atl reports and test results produced in connection with the environmental
investigation of the Property by Buyer, upon execution of this Agreement. Prior to and as a
condition of Closing, the Agency had the right, at its sole cost and expense, to cause a "Phase II"
investigation of the environmental condition of the Property to be undertaken.
B. Based upon the "Conclusions and Recommendations" of the completed Phase II
report by the Environmental Consultant, no remediation of the Property is necessary and no
fw•ther environmental assessment is recommended at this time. Sellet• may review a copy of
such report, at Buyer's offices during regular business hours, upon request.
18. Compliance With Environmental Laws. Upon close of escrow, the Property shall
comply 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. Indemni .Seller agrees to indemnify, defend and hold the Agoncy harmless from and
agahist any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
punitive damage, or expense (including, withotrt 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 indemni#y 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 injwy (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 after close of escrow.
20. Contineeney. It is understood and agreed between the parties hereto that the completion
of this hansaction, and the escrow created hereby, is contingent upon the specific acceptance and
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approval of the Agency herein. The execution of these documents and the delivery of same to
Escrow Agent constitutes said acceptance and approval.
21. Modificatfon and Amendment. This Agreement may not be modified or amended
except in writing signed by the Seller and Agency.
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. Cantions. Captions and headings in this Agreement, including the title of this
Agreement, are fox 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 Party On The Qther. 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 Co~erate Fm•thex•. Each party hereby agrees that it shall, upon request of the
other, execute and deliver such further documents (in form and substance xeasonably 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, Apylicability of Agreement To Assignees. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns ofthe parties to this Agreement.
29. Authority to Execute Agreement. Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective patties to each of
the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and
attomey's fees, for any injuries or damages to Agoncy in the event that such authority or powex 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written
below.
SELLER;
For: Silas B. Chaney, husband, and Marie E. Chaney, wife, as trustors of the Silas and Marie
Chaney-revocable lids; try t (as to Parcel_A-_,~ _
By: a ~ ~ ~ By:
For arie Elizabeth Chaney, trustee of trust a of the Silas and Marie Chaney Revocable living
trus d~ted September 23, 1976 as to an undivided 40% interest in and to the whole of; and Marie
Elizabeth Chaney, trustee of trust B of the Silas and Marie Chaney Revocable living riust dated
Se temb r 23, 1976 as • an undivided 60% interest (as to Parcol 2)
l i j By:
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
BY:
Cynthia J. Nelson
ExecYrtive Director
ATTEST:
Maria D. Huizar
Agency Secretary
Dated
APPROVED AS TO FORM:
Joseph W. Fletcher, Agency General Counsel
BY;
Lisa E. Storck
Assistant General Counsel
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EICHIBIT "A"
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITIIATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
CHANEY LOTS
Parcel A-1
300 S. Main Street - APN:398-288-09
Owner:
Silas B. Chaney, husband, and Marie E. Chaney, wife, as trustors of the Silas and Marie Chaney
revocable living trust, subject to items nos, 6 and 7
Legal Description:
Parcel 1: LOTS 1 AND 4 IN BLOCK 9 OF PALMER'S ADDITION TO THE TOWN OF
SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 34, PAGE 87 OF
MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA.
Parcel 2: AN EASEMENT FOR A COMMON DRIVEWAY OVER THE NORTHERLY 3-1/2
FEET OF LOT 5 IN BLOCK 9 OF PALMER'S ADDITION TO THE TOWN OF SANTA
ANA, AS SHOWN ON A MAP RECORDED IN BOOK 34, PAGE 87 OF MISCELLANEOUS
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA.
Parcel A-2
301 S. Sycamore Street - APN:398-288-01
Owner:
Marie Elizabeth Chaney, trustee of trust a of the Silas and Marie Chaney Revocable living trust
dated Septembet• 23, 1976 as to an undivided 40% interest in and to the whole of; and Marie
Elizabeth Chaney, trustee of trust B of the Silas and Marie Chaney Revocable living trust dated
September 23, 1976 as to an undivided 60% interest
Legal Description:
LOT 2, BLOCK 9, TRACT 548, PALMER' S ADDITION TO THE CITY OF SANTA ANA,
AS SHOWN ON A MAP REGORDED IN BOOK 34, PAGE 97, MISCELLANEOUS
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA
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PINE Entrance STREET
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CHESTNUT AVENUE
A--1 300 South Main Street
A-2 301 South Sycamore Street
Exhibit B
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EXIIIBIT "C"
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 batilc doing business in the
State of California and may be transferred to any other general escrow accotmt ox 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
inshuments 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.
Xou 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 teal 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 shalt have
the further right to commence ox 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, incfiding, but without litniting the generality of the foregoing, a slut in
intecpleader 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 authoxization. Any amendment of and/or supplement to
any itstructions must be in writing. The Sellet• agrees to sell and the Buyer agrees to buy the
property herein described upon the terms hereof.
These escrow instructions, and amendments hereto, maybe executed in one ot• 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 insttuction.
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