HomeMy WebLinkAbout25C - AGMT - BRISTOL ST PHASE 3AREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
FEBRUARY 21, 2017
TITLE:
APPROVE TENANT INTEREST PURCHASE
AGREEMENT FOR BRISTOL STREET
IMPROVEMENTS, PHASE 3A
(PROJ. NO. 136792 NONGENERAL FUND)
{STRATEGIC PLAN NOS. 6, 1G; 3,2C)
CITY ANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
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0
As Recommended
[I
As Amended
0
Ordinance on 1 B0 Reading
0
Ordinance on 2"d Reading
®
Implementing Resolution
El
Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an Agreement for Acquisition of
tenant -seller's interest in real property listed below and goodwill (if any), with the following tenant,
subject to nonsubstantive changes approved by the City Manager and City Attorney:
No. Tenant
1 Maria Piceno DBA
Blooming Flowers & Gifts
DISCUSSION
Property commonly
known as / location
1111 North Bristol Street, Suite M
(APN 405-274-10)
$6,530
Bristol Street is a north -south transportation corridor designated as a major arterial highway in the
City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment
from Warner Avenue to Memory Lane has been a long-term priority that is being constructed in
several phases. Improvements include widening the street from two to three lanes in each
direction, raised landscape medians, and bike lanes. The City is acquiring properties for the
development of Phase 3A bounded by Civic Center Drive and Washington Avenue. Property
acquisitions for this phase are expected to be completed by Spring 2017 and construction is
anticipated to begin in Summer 2017.
On August 16, 2016, the City Council approved the purchase agreement for 1111 North Bristol
Street. In order to gain full possession and prepare the area for improvements and widening,
tenant interests acquisitions in 1111 North Bristol Street (Exhibit 1) are also necessary. The
tenant listed above agreed to quitclaim all of their tenancy interests including loss of goodwill for
the listed purchase price. The purchase price was made based on the appraised value prepared
by a State -licensed appraiser, and the offer was accepted by the respective tenant -sellers. The
purchase agreement (Exhibit 2) contains details of the property and price.
25C-1
Tenant Interest Purchase Agreement for Bristol Street Improvement Phase 3A
February 21, 2017
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets), Strategy G (develop and implement the City's Capital Improvement Program in
coordination with the Community Investment and Deferred Maintenance Plans).
Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development,
Objective #2 (create new opportunities for business/job growth and encourage private
development through new General Plan and Zoning Ordinance policies), Strategy C (support
business development and job growth along transit corridors through the completion of critical
transit plans/projects).
ENVIRONMENTAL IMPACT
In 1990, City Council approved the Bristol Street Final Environmental Impact
Statement/Environmental Impact Report (FEIS/EIR No. 89-01). Due to several minor design
modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an
Addendum to the FEIS/EIR was prepared and adopted pursuant to the California Environmental
Quality Act by City Council on April 7, 2015.
FISCAL IMPACT
Funds in the amount of $6,530 are anticipated to be received in February 2017, and, until such
time, expenditures will not be incurred until receipt of funds and approval by the Finance and
Management Services Agency. Funds will be available in the Bristol Street Improvements Project
(No. 136792) for expenditure in FY 2016/2017 in the Select Street Construction Fund (Account
No. 05917661-66100), subject to nonsubstantive changes.
APPROVED AS TO FUNDS & ACCOUNTS:
Fre Mousavipo rFrkn�co Gutierrez
Executive Director Executive Director
Public Works Agency Finance & Management Services Agency
FMNVG/JG/ML
Exhibits: 1. Location Map
2. Agreement for APN No. 405-274-10
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(NTSS
MATCHLINE
SEE BELOW RIGHT
10TH STREET
9TH STREET
CIVIC CENTER DR.
LEGEND!
-SUBJECT PPOPE"IES
-,6'OUIR.EQ PFnFER.TIE:,
-
AVENUE
WASHINGTON AVENUE
EXHIBIT 1
MATCHLINE
SEE TOP LEFT
SANTA ANA TITLE: PURCHASE AGREEMENT FOR
11 AbTEBRISTOL TREET TOVEMENTS
FVVVJ H GEND: PHASE 3A (PROJECT NO. 36792
FEB. 21, 2017 NONGENERAL FUND)
PUBLIC WORKS AMICY (Strategic Plan No. 6, 1, G; and 3, 2, C)
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PAGE 1 OF 1
25C-4
Projeot; Bristol Street Improvement Project — Phase 3A
APN; 405-274"l0
Tenant -Seller: Maria Piceno dba Blooming Flowers & Gifts
AGREEMENT FOR ACQUISITION OF TENANT -SELLER'S
INTEREST IN REAL PROPERTY
THIS AGREEMENT ("Agreement") is entered into as of this _ day of
2017, by and between THE CITY OF SANTA ANA, a charter city and
municipal corporation duly organized under the Constitution and laws of the State of California
("Buyer"), and MARIA PICENO DBA BLOOMING .FLOWERS & GIFTS ("Tenant -Seller")
for the acquisition by Buyer of certain interests in real property described herein.
IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS;
I, AGREEMENT. Tenant -Seiler agrees to sell and convey to Buyer, and Buyer agrees
to purchase and acquire from Tenant -Seller, upon the terms and for the consideration set forth in
this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures
and equipment (collectively " Conveyed Improvements") located in, on, or affixed in any mariner
to the premises known and numbered as 1111 N Bristol Street, Suite M, Santa Ana, California
("Premises") which Premises are part of that real property described in Exhibit A attached hereto,
located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy
interest of Tenant -Seller ("Tenancy Interest") in and to the Premises and the Property, The
Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the
items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B.
2. PURCHASE PRICE. The total purchase price, payable in cash through this
Agreement, shall be the sum of: ,SIX THOUSAND FIVE HUNDRED THIRTY AND NO1100
DOLLARS ($6,530.00) ("Purchase Price") which is computed as follows:
Value of Conveyed Improvements as shown on Exhibit B
TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT
$6,530,00
$6,530.00
3. CONVEYANCE OF INTEREST N REAL PROPERTY. Tenant -Seller agrees to
execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer
("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and
interest in and to the Tenancy interest.
4. Tenant -Seller vacated the property on U f I — I I /,a
Exhibit !]
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5. QONVEXANCE OF INTEREST IN IMPROVEMENTS, The Quitclaim Deed will
also convey from Tenant -Seller to Buyer all of Tenant -Seller's interest in and to the Improvements,
which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens,
assessments, leases, and taxes, Unless otherwise provided, recording of the Quitclaim Deed and
Closing (as defined below) of the transaction described herein shall be subject to Tenant -Seller's
vacation of the Premises and proof of cleat title to all said Improvements having been obtained and
received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement.
6, RECORDING, Recordation of any documents delivered through this Agreement is
authorized if necessary or proper, upon acceptance by Buyer as described herein.
7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies
under penalty of perjury that Tenant -Seller is the owner of the Improvements and that no document
has been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, encumbrance,
or security interest in any of the Improvements, and that the Tenant -Seller does not know of any
claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the
Property, duly recorded; and (b) real and personal property taxes.
&. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants Buyer or its
authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of
this transaction for the purpose of making necessary inspections.
9. BULK SALE. Li order to establish proof of clear title to the Improvements, Buyer
may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and
obtain a title report and/or a report from the Secretary of State's Office as to filings of security
interests covering the Improvements.
10. CONFLICTING INTERESTS, In the event any coullicting claim of title or any
security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer
shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to
Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against Stich
claim of interest or lien. The withholding of such finds shall not prevent Closing of this transaction
if the total fiords to be withheld from Tenant -Seller do not exceed the net amount to be paid to
Tenant -Seller through this transaction. Buyer will not pay out the withheld funds or disburse any
withheld funds to any claimant or other party (except upon court order or levy) without the written
consent of Tenant -Seller,
A general creditor's olahn shall not be deemed to be a claim against any specific
item of Improvements and Tenant -Seller hcreby agrees to accept all responsibility therefore, Unless
otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment under this
transaction for the Improvements, It shall be presumed that the Property owner is the owner of all
improvements, fixtures and equipment associated with the Premises other than the Improvements,
11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an
action to condemn the Tenancy Interest and/or Tenant -Seller's interest In the hnprovements,
Tenant -Seller hereby consents to the dismissal of such action and waives any claims for
compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which
25C-6
might arise out of the filing of such action, whether or not such claim is specifically identified
herein. Tenant -Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds
deposited with the Court in any such eminent domain action.
12. CLQSING• PURC14ASE PRICE ADJUSTMENTS. Recording of the Quitclaim
Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the
Purchase Price to Tenant -Seller, subject to file following adjustments:
A, Pay and charge Tenant -Seller for any and all current and/or delinquent taxes
and any penalties and interest thereon, and for any delinquent or non -delinquent assessments or
bonds against the Improvements and the Tenancy Interest.
B. Pay and charge Tenant -Seller for any amount necessary to place title in the
condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
C. Disburse fiords when conditions of this Agreement have been satisfied by
Buyer and Tenant -Seller.
13. PULL AND COMPLETE SETTLEMENT. Tenant -Sailer hereby acknowledges that
the compensation paid to Tenant -Seller through this Agreement constitutes the full and complete
settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition
of the Property and the Tenancy Interest and any dislocation of Tenant -Seller from the premises,
specifically including, but not limited to the value of the Improvements, leasehold improvements,
any and all claims for rental or leasehold value and any and all claims in inverse condemnation and
for precondemnation damages, and any and all other claims that Tenant -Seller may have, whether
or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the
Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which
Tenant -Seller may be entitled and the loss of business goodwill, if any). Tenant -Seller hereby
disclaim any right, title or interest in or to the Premises. Tenant -Seller and Buyer and each and all
of their agents, representatives, attorneys, principals, predecessors, successors, assigns,
administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the
other party, and its Releasees, and each of them from any and all obligations, liabilities, claims,
costs, expenses, demands, debts, controversies, damages, causes of action, including without
limitation those relating to just compensation or damages which any of them now have, or might
Inereafter have by reason of any matter or thing arising out of or in any way related to any
condemnation action affecting the Properly, the Improvements and the Tenancy Interest.
Additionally, Tenant -Seller hereby expressly and unconditionally waives any claims (known or
unknown) including loss of goodwill, severance damages, statutory interest, claims for inverse
condemnation or unreasonable pre -condemnation conduct, or any other compensation, damages or
benefits, arising from the acquisition of the Premises that Tenant -Seller may have against Buyer, its
officials, representatives, and attorneys.
14. ACKNQ)VLEDGMENT CONCERNING CMI, CODE SECTION 1542, Tenant -
Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
provisions of California Civil Code §1542, which provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
25C-7
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor,"
Tenant -Seller acknowledges that It and any others acting on its behalf herein may
have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and
which may give rise to additional damages, loss, costs, or expenses in the future, Nevertheless,
Tenant -Seller acknowledges that this Agreement has been negotiated and agreed upon in light of
that situation and hereby expressly waives any and all rights which it or others acting on its behalf
may have under California Civil Code §1542, or under any statute or common law or equitable
principle of similar effect.
Tenant -Seller:
15, CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of
the duly executed Quitclahn Deed from Tenant -Seller with respect to the Tenancy Interest and the
Improvements. This transaction is further subject to and contingent upon approval and acceptance
by Buyer,
16, AGREEMENT TO EXECUTE, Tenant -Seller and Buyer agree to execute and file
any additional agreements, consents or other documents reasonably necessary to effect the full and
complete settlement and purchase of the Improvements and the Tenancy Interest,
17. AUTHORIZATION TO EXECUTE, Tenant -Seller and Buyer represent and warrant
that the persons executing this Agreement are duly authorized to do so and to act on behalf of
Tenant -Seller and Buyer respectively.
18, COMPROMISE 1N SETTLEMENT. This Agreement is a compromise in settlement
of pending or potential litigation between Tenant -Seller and Buyer and shall never be treated as an
admission by Buyer for any purpose of liability or as to value of any property or claim,
14. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases
contained herein and agreement concerning this transaction, all the rights and obligations created
under and pursuant to this Agreement shall survive the execution of the Agreement, the releases
contained herein and the Closing of this transaction.
20, WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT -
SELLER. Tenant -Seller hereby warrants, represents, and/or covenants to Buyer that;
A, To the best of Tenant -Seller's knowledge, there are no actions, suits, material
claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy
Interest or any portion thereof, at law or in equity, before any court or governmental agency.
R Until the Closing, Tenant -Seller shall maintain the Improvements and the
Piemises in good condition and state of repair and maintenance, and shall perform all of its
obligations tinder any service contracts or other contracts affecting the Improvements and the
Premises.
C. Until the Closing, Tenant -Seller shall not do anything which would impair
Tenant -Seller's title to the Promises, the Improvements or the Tenancy Interest,
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D. All utilities including gas, eleotrioity, water, sewage, and telephone, are
available to the Premises, and to the best of Tenant -Seller's knowledge, all such items are in good
working order,
E. To the best of Tenant -Seller's knowledge, neither the execution of this
Agreement nor the performance of the obligations herein will conflict with, or violate any of the
provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or
instrument to which Tenant -Seller, the Premises, the Improvements or the Tenancy Interest may be
subject.
F. Until the Closing, Tenant -Seller shall, upon learning of any fact or condition
which would cause any of the warranties and representations in this Paragraph 20 not to be true as
of Closing, immediately give written notice of such fact or condition to Buyer.
21. HAZARDOUS WASTE, Neither Tenant -Seller nor, to the best of Tenant -Seller's
knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or
transported any Hazardous Materials to or from the Property or the Premises, Tenant -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 Premises. The term "Hazardous Materials" 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 (lovermnent, inoluding, but not limited to, any material or substance which is (i)
defined as a "hazardous Waste", "extremely hazardous waste", or "restricted hazardous waste"
under §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous
substance" under §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 §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 §25281 of the California Health and
Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v)
petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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 Recovery Act, 42 U.S.C. 56901 et seq,
(42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42, U.S,C. 56901, of
seq. (42 U.S.C. S6901).
22. COMPLIANCE WITH ENVIRONMENTAL LAWS, To the best of Tcnant-Seller's
knowledge, the Premises and its use 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 enviromnental matters, including, but not limited
to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource
Conservation Recovery and Comprehensive Enviromnental Response Compensation and Liability
25C-9
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.
23, INDEMNITY, Tenant -Seller agrees to indemnify, defend and hold Buyer 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 oat, tinder, in, or about, or the transportation of any such
materials to or from, the Premises, or (ii) the violation, or alleged violation, of arty statute,
ordinance, order, rale, 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 Premises. 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, damage to the statural resource or the environment, nuisance, pollution,
contamination, leak, spill, release, or other adverse effect on the environment. This indemnity
extends only to acts or omissions of Tenant -Seller herein.
24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any
provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as its attorneys' fees and costs,
25, COUNTERPARTS. This Agreement may be executed in counterparts and when so
executed by both parties, each counterpart will constitute an original document,
26. BINDING EFFECT, The terms, conditions, covenants and agreements set forth
herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the
parties hereto.
27. ENTIRE AGREEMENT, This Agreement contains the entire agreement between
both parties; neither party relies upon any warranty or representation not contained in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year set forth hereinabove.
25C-10
Mailing Address of Tenant -Seller Tenant -Seller
PO BOX 61501 Maria Piceno dba Blooming Flowers & Gifts
Irvine, CA 92602
Its:
Date:--_)/ —
Mailing Address of Buyer Buyer
20 Civic Center Plaza, M-30 THE CITY OF SANTA ANA
Santa Ana, California 92701
By:
David Cavazos
City Manager
Date:
Attest:
By:__.
Maria D, Huizar
City Clerk
Approved as to Forms
By:
J n M. Funk
Assistant City Attorney
12.-G"—'t6
Recommended for Approval,
By:
Fred Mousavipour
Executive Director - Public Works Agency
25C-11
EXI11131T A
LEGAL DESCRIPTION OF PROPERTY
All that certain real property situated III the County of orange, State of California, described as follows;
Parcel 1 of Parcel Map No. 87-340, in the. City of Santa Ana, County of Orange, State of California, as shown
on a map filed In 40 and 50 of Parcel Maps, records of orange County, California.
�27 L
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r' XRIBIT B
IMPROVEMENTS PERTAINING TO THE REALTY
BL00MINO FLOWERS k 0IrTS
IMPROVEMENTS PERTAINING 'WITH[ REALTY
EFFECTIVE DATE OF VALUF . MAY 11, 2016
9 37 Liam feet of window border decorativo lighting, LED, 165
Mill fixtures, multi -colored
TOTALIMPROVEMENTS PFRTAININO
TO TIME REALTY $6,590
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Fair Market
Rem
Vniuo in
No.
Qty, Description
Place
1
2 Sign fascias, 4' x 1611, plastic vinyl loiters, "Flowers",
$270
monumont sign mounted
2
2 Accordion seouritygates, 12.5'x 8, metal ftoming, wall-
2,525
bolted
3
1 Lotof concrete paint floor covering, speckled
1,800
4
1 Lot of interior deoeralive wall paint, 2 coots
900
5
1 slat tivait fixture, 8' x R, laminote, with 12" deep plywood
170
shelf
6
1 Wall shelf, 6' x I1", laminate, With wall brackets
70
7
1 Utllity sink, 24" x 10" x 24", plastic, single mixing
550
faucet, plumbing
8
1 Lot of setup, Jacks and Installation for I DSL and
so
tolephono lines
9 37 Liam feet of window border decorativo lighting, LED, 165
Mill fixtures, multi -colored
TOTALIMPROVEMENTS PFRTAININO
TO TIME REALTY $6,590
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