HomeMy WebLinkAboutLINDLEY CROCKER ENTERPRISESA-2001-124
THE CITY OF SANTA ANA, CALIFORNIA
AGREEMENT FOR ACQUISITION OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT, entered into this W� day of 2001, by and
between the CITY OF SANTA ANA, a charter city and m icipal corporation duly
organized under the Constitution and laws of the State of California (hereinafter
referred to as the "City"), and LINDLEY-CROCKER ENTERPRISES, a California limited
partnership (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 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 2301, 2305, 2309, 2311, and 2315 E.17th Street, 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:
1. Conveyance by Seller. Seller agrees to convey said real property 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.
2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be
otherwise expressly provided, said real property shall be conveyed by Seller to City, as
aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions,
easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or
defects in title except those exceptions shown in Paragraph 14 below. 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, with or without knowledge of any condition, restriction, reservation,
exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or
5.. _
defect in title, 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) Seller does hereby convey to City a temporary construction easement as
described in greater detail in Exhibit "B" attached hereto and by this reference made a
part hereof.
3. Title Insurance. Seller agrees to deliver to City, concurrently with the
conveyance of said real property to City, within the time and at the place hereinabove
specified for said conveyance of said real property, a policy of title insurance to be
issued by the above mentioned title company, with the City therein named as the
insured, in the amount of Fifty Three Thousand Three Hundred and no/100 ($53,300),
insuring the title of the City to said real property is free and clear of any and all
conditions, restrictions, reservations, exceptions, easements, assessments, profits,
limitations, encumbrances, liens, teases, clouds or defects in title, excepting such
specific ones as city may hereinafter expressly agree to take subject to. Acceptance by
City of any such policy of insurance, whether such insurance complies with the
requirements of this paragraph or not, shall not constitute a waiver by City of its right
to such insurance as is herein required of Seller, nor a waiver by the City of any rights
of action for damages or any other rights which may accrue to City by reason of the
failure of Seller to convey title or to provide title insurance as required in this
Agreement.
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 "C" 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.
0
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 "C" 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, fixtures &
equipment (improvements pertaining to the realty), goodwill (if any), and severance
damages the total sum of Fifty Three Thousand Three Hundred Dollars ($53,300). 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.
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. 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.
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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 close
of escrow for the purpose of making necessary inspections.
12. Just Compensation. Seller acknowledges and agrees that said purchase price is
just compensation at fair market value for said real property and includes any and all
fixtures and equipment, goodwill (if any) and severance.
13. 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:
Lindley -Crocker Enterprises
12131 Country Lane
Santa Ana, CA 92705
14. Exceptions. City agrees to accept title to said real property subject to the
following: NONE.
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. S1317), (x)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation
and Recovery Act, 42 U.S.C. S6901et se
, (42 U.S.C. S6903) 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. S9601 gt seq. (42
U.S.C. S9601).
17. Compliance With Environmental Law . To the best of Seller's knowledge the
Property 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 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.
18. Inde. niiy Seller agrees to indemnify, defend and hold the City harmless from
and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency,
fine, penalty, punitive damage, or expense (including, without limitation, attorneys'
fees), resulting from, arising out of, or based upon (i) the presence, release, use,
generation, discharge, storage, or disposal of any Hazardous Material on, under, in or
about, or the transportation of any such materials to or from, the Property, or (ii) the
violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit,
judgment, or license relating to the use, generation, release, discharge, storage,
disposal, or transportation of Hazardous Materials on, under, in, or about, to or from,
the Property. This indemnity shall include, without limitation, any damage, liability,
fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action,
suit or proceeding for personal injury (including sickness, disease, or death, tangible or
intangible property damage, compensation for lost wages, business income, profits or
other economic loss, damage to the natural resource or the environment, nuisance,
pollution, contamination, leak, spill, release, or other adverse effect on the
environment). This indemnity extends only to liability created prior to or up to the
date this escrow shall close. Seller shall not be responsible for acts or omissions to act
post close of this escrow.
19. 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.
20. Modification and Amendment. This Agreement may not be modified or
amended except in writing signed by the Seller and City.
21. Partial Invalidit3L 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. Governing 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.
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. 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 last date written below.
Lindley -Crocker Enterprises, a California limited partnership:
BY:
BY:
BY:
BY:
CIT)
MIA
ATTEST:
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Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
City Attorney
Approved as to coEtt,
City Manager
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:
H UITF-ZOLLARS
Huin.ZQ11ari. Iro 1 15101 Reo Hill Avenw-!Tustin, Cawarn�a 92-R&6?M ( Phone (71 t) 259-7909! Paz (714) 259-0210
10-0796-01(.A)
07-03-00
LEGAL DESCRIPTION
A. P. NO, 396-313-04
Those portions of Lots 4 and 7 of Tract No. 1031, in the City of Santa Ana, County of
Orange, State of California, as shown on the map filed in Book 33, Page 43 of
Miscellaneous Maps, in the office of the County Recorder of said County, described as
follows:
Beginning at the intersection of a line being parallel with and 50.00 feet Northerly of the
centerline of Seventeenth Street as said centerline is shown on said Tract No. 1031 and a
line being parallel with and 10.00 feet Easterly of the Easterly line of said Lot 7; thence
North 38°28'55" West 183.67 feet along first said parallel line to the Northeasterly line of
Parcel 1 of the property as described in the Easement Deed recorded September 11, 1957
in Book 4033, Page 206 of Official Records, in the office of said County Recorder;
thence leaving said parallel line North 43'47'34" West 9.95 feet along said Northeasterly
line to a line being parallel with and 40.00 feet Easterly of the Westerly line of Ponderosa
Street as shown on said Tract No. 1031; thence leaving said Northeasterly line North
0053'48" East 16.12 feet along last said parallel line; thence leaving said parallel line
South 88°28'55" East 2.45 feet; thence South 0°53'48" West 7.92 feet; thence South
62027'34" East 15.77 feet; thence South 86°25'02" East 174.31 feet to a point on said line
being parallel with and 10.00 feet Easterly of the Easterly line of said Lot 7, said point
being distant thereon North 005348" East 2.00 feet from the point of beginning; thence
South 0°53'48"West 2.00 feet along last said parallel line to the point of beginning.
Containing an area of 0.025 acres, more of less.
Subject to covenants, conditions, reservations, restrictions, rights of way and easements,
if any, of record.
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JcLrAMES L. GARVIN, LS 6343