HomeMy WebLinkAboutEXXONMOBILE OIL CORPORATION 1-2003!i~::':.: ~!'.,,,. :';i;; ~!it~Ul~:;f:ii; ..THE CITY OF SANTA ANA, CALIFORNIA
,. La/~ ~[,r u;.,!J ~ oil AG~E~NT FOR ACQUISITION OF
~''~/9/0 3 ~ PROPERTY ~ ESCROW ~STRUCTIONS
TInS AG~E~NT, entered into this ay of ~fA~h. , 2003, by and between the
CITY OF S~TA ~A, a cheer city and municipal corporation duly organized under the
Constitution and laws of the State of California (hereinafter referred to as the "City"), and
EXXONMOBIL O~ CO.OPTION (hereinafter called "Seller"), regardless of number or
gender;
A-2003-168
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
(Approximately 600 square feet of the property
Commonly known as 100 W. Macarthur Boulevard, 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. City agrees that (a) it will acquire the Real Property in its then current "as-is"
condition, with all faults; and (b) Seller is not making any warranties or representations of any
kind regarding the Real Property. The foregoing sentence will survive the delivery and recording
of the Grant Deed by Seller to City.
2. Title to be Conveyed. (a) At the Close of Escrow, fee simple to the Real Property will be
conveyed to City by Seller by Grant Deed. City and Seller each agree that (i) except as specifically
provided in the Grant Deed, Seller makes no express or implied warranties regarding the condition of
title to the Real Property, and (ii) City shall obtain a title policy for protection against any title defects.
City shall pay at its sole expense all premiums and other charges for any title policy and endorsements.
The foregoing sentence will survive the delivery and recording of the Grant Deed by Seller to City. If
the Real Property is subject to any encumbrances to which City objects, City shall have the right to
elect not to purchase the Real Property.
(b) Seller does hereby convey to City a six-month temporary landscape
easement as described in greater detail in Exhibit "B" attached hereto and by this reference made a
part hereof.
3. Title ln~nrance. City shall have the right, at its sole expense, to obtain, 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 Sixty-
Five Thousand Dollars And No/100 ($65,000.00), insuring the title of the City to said real
property is flee and clear of any and all conditions, restrictions, reservations, exceptions,
easements, assessments, profits, limitations, encumbrances, liens, leases, 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, 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 as required
in this Agreement.
4. F~crow.
(a) 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.
(b) 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 "D" 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.
(c) 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.
(d) 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 7, Section 8 and Section 12 and
Exhibit "D" of the General Provisions of this Agreement.
5. Property Taxe~q. 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
2
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 Sixty-Five
Thousand Dollars And No/100 ($65,000.00). Seller agrees to remove the one yard light, one
light pole with attached clip sign, brick bordered planters and irrigation system as described in the
Attachment "C" by August 1, 2003. Seller agrees to obtain a Permit from the City of Santa Ana,
before the removal work begins. Seller agrees that if such items are not removed by August 1,
2003, City may remove same at seller's expense. Seller will then have 20 days upon receipt of
City's invoice to reimburse the City for costs associated with the removal of these items,
otherwise City may file a lien on the property for recovery of costs.
City agrees to deposit the 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.
(e)
Escrow Agent shall not record the Grant Deed until City has deposited with
Escrow Agent the Purchase Price in full.
7. Recordation of Grant Deed. Escrow Agent shall not record the Grant Deed until City has
deposited with Escrow Agent the Purchase Price in full.
8. 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.
9. Waivers. The waiver by one party of any breach of any covenant or agreement herein
contained on the part of the other party 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, 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.
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 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.
13. 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.
14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36,
P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The
mailing address of the Seller is:
David J. Fisher
ExxonMobil Oil Corporation
3225 Gallows Road, Room 5W907
Fairfax, Virginia 22037
with a copy to:
Range West Consulting
2200 E. Camelback Rd., #217
Phoenix, Arizona 85016
15. Exceptions. City agrees to accept title to said real property subject to the following:
NONE.
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. Expiration of Agreement. This Agreement shall expire and terminate if City has not
completed the acquisition of the Real Property and paid the Purchase Price to Seller on or before
December 31.2003.
18. Eminent Domain. The Parties to this agreement agree that this Agreement is entered into in
lieu of condemnation of the Real Property by City.
4
19. Indemnity. City shall indemnify and hold harmless Seller from and against any and all
claims, demands, liabilities, costs, expenses (including reasonable attorneys' fees), damages and
losses, cause or causes of action and suit or suits of any nature whatsoever arising out of City's
entry onto Seller's land and/or the construction of the project for which City is acquiring the Real
Property from Seller; provided, however, that City shall not be obligated to indemnify Seller for
any matter which a trier of fact determines to have been caused by the negligence or willful
misconduct of Seller. This indemnity shall survive the delivery and recording of the grant deed
conveying the Real Property.
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 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.
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. 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.
29. 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 evem 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 last date written below.
EXXONMOBIL OIL CORPORATION
BY:
Title
Agent & Attorney-in-Fact
CITY OF SANTA ANA
City Manager
ATTEST: ~
p atrieia~.(,,l/iealy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
J~.~andoval~
Semor Assistant City Attorney
Exhibit "A"
Page 1 of 2
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:
Exhibit "A"
Page 2 of 2
Exhibit "B"
Page 1of 2
Temporary Landscape Easement
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
~~ng at the ~ Cem~r of Mid Parc~ 1: t~anm South 00'39' 57'
West, 4,t30 feeL, IITIong the ~ lire of Mid Parcel ~ a line l/ret b paralhM with
~ 82.0 feet ~erly of the ranter'dna ~ Maca~ur Boulevard m ~ow~ on
True Poi~ t o1' BegJrmlr~, ~once South Z$° 29' ~3"Ga s~ 5--45 feet; ~ce North
~o 57' .9' East 46.12 feet[ thence North 27' 53' ~5' Eaet $,K feet ~ sai~
perulld I[~ ~e: ~eflce Smzth ag o ~7' Sg* West 50.94 feet elong said poml~ line to
the True )oint of Beginning.
¢ont~lm~ an ama of 243 ~luam feet, mom or le~.
Exhibit "B"
Page 2 of 2
& "60"' ,41 ' 58 '
~,m,42,14"
62'
N.T~ -
10
E×H!B!T__C.
When recorded, please mail this
instrument and tax statements to:
Clerk of the Council
City of Santa Aha
20 Civic Center Plaza, M-30
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. R/W MAP PROJECT
TAXES FORM BY ATTY. DIRECTOR WRITTEN BY CHECKED-OK. NUMBER NUMBER NUMBER
J/HR 410-041-10 SW303A 1733
Approximately 600 square feet of the property commonly known a~ 100 W. MacArthur Boulevard, S~mta Aha, CA [
CAdd~ss/Aooroximate Location]I DEED NUMBER
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, EXXONMOBIL
OIL CORPORATION.
Do Hereby Grant to THE CITY OF SANTA ANA, a Municipal Corporation, fee simple title to the real
property in the City of Santa Ana, County of Orange, State of California, described as follows:
SEE EXHIBIT
HEREOF;
"A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
For:
Dated
By:
Print Name
}
STATE OF CALIFORNIA } ss.
COUNTY OF .}
On before me,
personally appeared
personally known to me (or 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 signatures) on the instrument the person(s) or the entity upon be-
half of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
(This area for official notary seal)
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:
$/6a ~Av~ ~=lm 201
Exhibit "A"
I"~1~ p'~lq~l ~
Exhibit "D"
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 lender or
lenders, the real 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 shall have the further right to commence or defend any action or
proceedings for the determination of such conflict. 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 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.
12