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HomeMy WebLinkAboutLA VICTORIA TACO (SAUL PORTILLO)ORil;lidA,I .. id /�j T IS CONTRACT is made on this �k —day of 1995 hereinafter "date of execution of this Contradt", by and between Saul Portillo, individually and doing business as La Victoria Taco, hereinafter referred to as "Seller" and the City of Santa Ana, a municipal corporation, hereinafter referred to as "Buyer". K.Amovam Seller is the owner of a restaurant business know as "La Victoria Taco", located at 1232 South Bristol Street, Santa Ana, in Orange County, California. Sellers have found a suitable relocation site for their business, in order to preserve the business' goodwill; Both Sellers and Buyer are in agreement that Sellers' business can be moved to a suitable relocation site in order to preserve such business goodwill and other assets; therefore, it has become necessary for Buyer to purchase Sellers' Improvements Pertaining to the Real Property (Fixtures & Equipment)(F & E); and Sellers do therefore desire to sell their F & E to Buyer and Buyer agrees to buy said F & E from Sellers. Therefore, Buyer and Sellers do hereby agree as follows: 1. Sellers shall sell to Buyer, and the Buyer shall purchase from Sellers, on the terms and conditions set forth in this Contract, the following property of the business: (a) All the furniture, fixtures, equipment, and other tangible assets set forth on that certain INVENTORY marked "Exhibit All, attached hereto and incorporated herein by reference; 2. Sellers represent that all of the furniture, fixtures, equipment, and other tangible assets shown on the attached INVENTORY that are being sold to Buyer are in good condition and repair, excluding reasonable wear and tear, and are the property of the Sellers and owned by them. 3. (a) The. total purchase price for the F & E ("Purchase price") shall be SEVENTY-SEVEN THOUSAND ONE HUNDRED THIRTY-FOUR DOLLARS ($77,134.00) (b) Buyer and Sellers each acknowledge that the amount of the purchase price represents the fair market value of the assets, determined pursuant to an appraisal of said assets, as the term "fair market value" is defined in California Code of Civil Procedure Section 1263.320, Subd. (a). 4. The purchase price set forth in Paragraph 3 shall be payable as follows: (a) Buyer agrees to deposit the sum of $77,134.00 into the escrow described in Paragraph 16 of this Contract within 30 days from and after the date of execution of this Contract. 5. Sellers hereby warrant and represent to Buyer that; (a) Sellers are the sole owners of the business, and no other person has any claim, right, or title to, or interest in the business. (b) Sellers have no undischarged obligations affecting the assets being sold pursuant to this Contract, other than obligations arising in the usual and regular course of business. (c) Sellers have paid, or shall pay, all taxes owed, all unpaid lease(rent) payments and any unpaid lease payments owed on any of that certain furniture, fixtures and equipment which is shown on that attached INVENTORY. (d) To the best of Sellers' knowledge, the purchase and sale will not conflict with or violate any agreement or law to which Sellers or the business is subject and there are no pending or threatened lawsuits, other judicial proceedings, or administrative proceedings involving Sellers or the business. 6. Sellers shall discharge all of Sellers' liabilities or obligations that appear, on the date of this Contract, as to those certain items of the business which are being purchased by the Buyer. 7. The purchase and sale of the business' assets shall be conducted in full compliance with the requirements of the Bulk Sales Law of the State of California (Commercial Code Sections 6101-6111). S. The sale and purchase shall be closed on or before July 31, 1995, at 8:00 A.M. through an escrow to be established immediately on execution of this Contract by Buyer and Sellers. As used in this Contract, "closing" means the passing of title to the property listed in Paragraph 1, hereof, from the Sellers to the Buyer. The closing shall take place at the offices of the Escrow Agent appointed in accordance with Paragraph 15, hereinbelow. 9. After the closing, Sellers may continue to operate the business in the same manner as Sellers have operated it in the past. However, it is the intent of the Buyer that said business shall be completely closed, in a timely manner. As a result, it is the Buyer's request that the Sellers commence closing of the business on November 11 1995, so that all outstanding receivables will have been collected by the December 31, 1995, the last date said business shall operate at said location. 10. Until the closing, Sellers shall bear all risk of loss injury, damage, or destruction of the assets of the business. If any loss, injury, damage, or destruction substantially impairs the value of the assets prior to the closing, Buyer shall proceed to close and the purchase price shall be reduced by the value of those certain items which were lost, injured, damaged, or destroyed and Sellers shall be entitled to any applicable insurance proceeds. After the closing, Sellers shall continue in full force and affect any and all insurance policies which protected or insured the value of said F & E. Said policy or policies of insurance shall name the City of Santa Ana as the beneficiary of any proceeds from said insurance in the event that those items, which are being purchased by Buyer, are lost, injured, damaged or destroyed. 11. Buyer and Sellers agree that the following items shall be paid current, prior to the close of escrow: (a) All personal property taxes, if any, on said property for the fiscal year within which said business is conveyed to the Buyer 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. Sellers 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 said taxes on said property for said fiscal year which have been paid prior to the date of conveyance of said assets to Buyer is finalized, which is allocable to that portion of the fiscal year which begins on the date the conveyance of said assets to Buyer occurs 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 assets for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Sellers before conveyance of said assets to Buyer 12. Buyer and Sellers shall take a complete inventory of the Furniture, fixtures and equipment which are the subject of this Contract and are being sold and purchased under this Contract, at the close of business on the day immediately preceding closing, in the following manner: (a) No item listed on the inventory shall be sold to any person other than Buyer or removed from the premises until the closing, except with the Buyer's expressed written consent. 13. Pacific Relocation Consultants, whose offices are located at 100 West Broadway, Suite 300, Long Beach, California, Steve Oliver (310) 590-8564 is hereby appointed escrow agent ("Escrow Agent") to conduct the purchase and sale of the business' assets. 14. Sellers shall execute and deliver to the Escrow Agent appropriate escrow instructions requiring the Escrow Agent to pay from the purchase price due Sellers through the escrow all claims against the business' assets received by the Escrow Agent prior to the closing of escrow. 15. Sellers shall execute and deposit into escrow any bills of sale or other instruments that the Escrow Agent deems necessary or proper to transfer the business assets which are being purchased and sold through this Contract to Buyer. 16. Buyer and Sellers shall bear the costs and expenses incurred in conduction the purchase and sale in the manner prescribed by this Contract as follows: (a) Buyer agrees to bear and Escrow Agent is hereby authorized to charge to the Buyer 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 conveyance of said assets to the Buyer. Penalties for prepayment of bonafied obligations secured by lien shall be waived pursuant to Code of Civil Procedure Section 1265.240, except those listed in Paragraph 5 of this Contract. (b) Sellers shall pay those certain costs listed in Paragraph 5 of this Contract. 17. This Contract constitutes the entire agreement between Buyer and Sellers concerning each parties rights and obligations with respect to the sale and purchase of the business' F & E. Any agreements or representations respecting said F & E or its sale to Buyer not expressly set forth in this Contract shall have no effect, except for a subsequent written modification signed by the parties hereto. 18. This Contract may be amended or modified at any time with respect to any provision by a written instrument duly executed by Buyer and Sellers. 19. If Buyer or Sellers bring any legal action regarding any provision of this Contract, the prevailing party in the litigation shall be entitled to recover reasonable attorneys fees from the other party, in addition to any other relief that may be granted. This provision applies to the entire Contract. Prior to execution of this Contract, Buyer and Se�_lers represent that there was ample opportunity for their respective attorneys to review and approve this Contract. 20. Buyer and Sellers hereby agree that said purchase price is just compensation at fair market value for said F & E, and that upon the closing of the purchase and sale of said F & E to Buyer, all claims for payment for furniture, fixtures and equipment have been totally and completely satisfied. 21. Any notice required or permitted to be given under this Contract shall be written, and may be given by personal deliver or by registered or certified mail, first --class postage prepaid, return receipt requested. Notice shall be deemed given upon actual receipt in the case of personal delivery, or upon execution of a return receipt in the case of mailing. Mailed notices shall be addressed as follows, but each part may change their address by written notice in accordance with this paragraph: To Buyer: City of Santa Ana Community Development Agency P.O. Box 1988, M-25 Santa Ana, CA. 92702 To Seller: Saul Portillo c/o La Victoria Taco 1232 South Bristol Street Santa Ana, CA. 92704 22. Neither Buyer nor Sellers shall assign any right or interest arising under this Contract without prior written consent of the other. 23. This Contract shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of Buyer and Sellers. 24. It is mutually agreed that the parties hereto have herein set for the whole of their Contract. Performance of this Contract by Buyer shall lay at rest, and forever discharge Buyer as to, each, every and all issues that were raised or could have been raised in connection with the acquisition of said property, or Sellers interests in said property. 25. This Contract shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties to this Contract have executed the same on the day and year first above written ATTEST: ffln C. Guy C erk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA, a corpora ,del A. Vulido or I Edwa:Ed'j( koPjr City Attorney Ap rOved ss J,tj cc)j� City EXHI B IT A INVENTORY OF LA VICTORIA TACO "IMPROVEMENTS PERTAINING TO 'DEL REAL PROPIMTY" DES=XPT10K 1. 1 Counter, ,"Llr shape, 172"X85i X16" 00ramic tile, wall mount 2. 1 Sign/mural, 372"x6411, ptd. on wall 3. 1 Counter, 7011x3011x36111 £dx- icsa./glass W/ gate 421ix3011 4. 1 Public AddrF�mg Eysteml W/ 1 amplifier Radio -Shack, mdl.MPA30, 3 Mi0_r0pY1Qn05 2 speakers 5 . 1 Toe Machine, lee-GMatie, mdl. UC-20H-A-1?- S1j 241`X24"X39"i 5Sr. P110-00504-W 6. Wiring, oafety switch, 30 amp, 00ndUlt 1/2"-201 receptagles (2) 7. Pipinq, capper, 1/2t1-20f 8. 1 Steam table., 11.8"1x33", SS top, gal Intl base, gas heat, high shelf, sneeze guard ceramic tile ,runt 9. piping, steel 1/211-200 10_ 1 Mural, 22 1/2fX 3 1/2f, ptd. on rU11 11. .2 Scullery sinks, 7211x24111, SS coast. r 2 teat, 2 dx inboa a-d 12. 2 Sanitary sinks, Advance, SS canst. , wall mount 13. 1 Walk-in refrigerator, 71x 81x Be, dal mtl coast . , remote. campressor 14. wiring, rtafaty zawitah, 30 amps, aoAduit 1/2n'-`40r 15. 1 Hood, 96t1X5211X160,. ss cansta , 4 filters, filter blank, fire extinguisher ryste:m 1TEK MCR1PTION. 16 _ 1 Splash, 12 if x 6 112t, SS con;t.. 17. Shelf, 34"xIS", SS coast., wall MoUat 18. 1 Scullery sink, 2111X 21", SS cOnSt. 19. 1 shelf, 451lx9", wd/sti, wall mount 20. 2 Aik doors, Mars Air Door, 360" Wide 21.. Wiring, conduit r 112 "-3 5' 22. 1 Telephone system, w/j instrument, l line 23. 1 Alarm system, ADT 24. 1 Sign, $4"x42", ptd on glams "�rugos Y Li,cuaods" 25. 1. Sign, 92'tx4211, ptd, on glass ""DesayuIlna", ct al 26. 1 .sign, i7"letters, 9"iette rs foam, plastic face, "La victcri a"', "Carnitas. Y Tacos" 27. 1 Sign, 61XV , ptd on wood, dbl.facp- "La Victoria", at al 28. Flooring, vinyl tile, 171 sf , gtr arry tiler 900 of 29. Partitions; 80"x48'O, drywall can frame; 13 11 0 1t x8 f , drywall on frame; 32 1121 f x8 r , drywall on fr.-me w/2 doors ail. Fini,i�-,h, paneling, F#P 711fx4 0 1 paint 1,300 8f 31. ceiAincj, suspenond acoustical 890 sf; plaster 15.5 sf 32. Plumbing, water closet (1), lavatory (1), floor sinks (3) , water heater restroom accoi,,sories 33. Electrical, service entrance; load center, lighto-fluor'mmc t 8-2T/1' 34. Heating ventilation air oondi.tio-ning neat pomp-3 ton; air makeup systom 2,000 0 CFK(est)