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HomeMy WebLinkAboutSANTA ANA UNITS INVESTMENT COMPANY 1 - 2003THE CITY OF SANTA ANA, CALIFORNIA A-2003-071 AGREEMENT FOR ACQUISITION OF ~ ,~/g ~/~3 REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT, entered into this 7/~'day of /[P£i I , 2003, 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 (hereinafter referred to as the "City"), and SANTA ANA UNITS INVESTMENT COMPANY, 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 Califomia, County of Orange, City of Santa Aha, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 3400 South Main 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 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 issned by the above mentioned title company, with the City therein named as the insured, in'the amount Eighty-Two Thousand Eight Hundred Fifty Dollars And No/100 ($82,850.00), 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 heroin 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. Notwithstanding any provision in this contract to the contrary, if following close of escrow, any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in title (referred to in the aggregate as "Defects"), is discovered, then as to any Defects which were no! placed on the property by Seller, City shall look solely to the title company which issued the title insurance policy for relief and damages and Seller shall have no liability or responsibility for such Defects. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, Califomia, (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. 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 retired 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 Eighty-Two Thousand Eight Hundred Fifty Dollars And No/100 ($82,850.00). 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) 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. 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: 14. Santa Ana Units Cc.~orat~c,n 1316 Roxbury Los Angeles, CA 90035 Attn: Stuart Jaffe Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Aereement. 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 transpotted 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. S6901 et sea. (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 et secl. (42 U.S.C. S9601). 17. Compliance With Environmental Laws. 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, Resoume 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. 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. 19. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 20. 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. 21. 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. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23. No Reliance By One Party On The Other. Each party has received independent legal advice fi.om 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. 24. 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. 25. 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. 26. 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. 27. 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 indenmify City fully, including reasonable costs and attomey'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. 28. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 29. Other Agreements. Seller agrees to remove the existing planter and sign, perimeter block & iron fence, and applicable landscape and asphalt material, within the fee acquisition area, (described in the Attachment "A") by May 1, 2003. Seller agrees to obtain a no fee Street Work Permit fi.om the City of Santa Ana, before the removal work begins. Seller agrees that if such items are not removed by May 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. The parties have executed this Agreement as of the last date written below. Santa Ana Units Investment Company, a California Limited Partnership: David Capell, G eral~er ~ "tCa ell, President BY: Maranden Corpora 'on~9~, b David Ca~p ' ATTEST: // Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney ~nior Assistant City Attorney LEGAL DESCRIPTION EX IT LAN'rD REFERRED TO HEREIN IS SITUATED Exl THE STATE OF CALIYOR_NL~, COUNTY OP,_~NGE, CITY OF SANTA A_NA, AND IS DESCRI]gED AS FOLLOWS: LEGAL DESCRIPTION A.P. No. 410-151-02 That portion of Parcel 1 {n the City of Saat*. Ama, Count' of Orange, State of California., as show'n on a map £d~d in Bc~k 21, page 3 of P~el Maps La thc o~'tcc of ~e Cotm~' Recorder ofsald Coung', descried as foliows: BEGINNING at a imint on thb. e~t Ii.no'of sa]91 Parcel distant North 00° 39~ 5 I" Ems[,." 130.63 :feet measured along .*a[cl easterly linc from the lNorth~ corner of that certain parcel I ms shown on ~ map fdcd in Book 16, page ~,8 of ParceI Maps in thc office qfsaid Count)', said point also beh~g the begim~ing ora tangent cu.we concave northwc~qcdy and having a radius t0f92.00 fcct; thence souLhcrl)' along sald curve tkrough a ccntrM angle of 17} 15' 13" a distxncc of 27.70 l'crt to thc l:x:glrudng of a reverse curvc concave easterly and h'av/ng a radius of 108.00 feet, smd re¥¢rs¢ curve aim being txngent at its southerly' termknus to a line that is parallel x~Sth and 61.00 feet westerly of the ccnterline of Main Street as sho'~m on sald first mentioned Map, a radial linc of.xaid reverse cu.,~'e throu~ said point be~s]qorth 72: 04' 56" West; thence sou~erly ,'dlong s~kl rcvcrse cuwc through a centrM angle o[ 17~ 15' 13" a distance of 32.52 to iL~ point o£tangeaey ',,Ath the last.raeationed pa.wdlel Ii,ne; three $ourt~ 00° 39' 51" West, 71.42 fc~t along ~ald paralld linc to thc nor'dar, ri7 line Of said ccrt.'in P~Cel 1 fired in"Book 16, page 48 'of Parcel Maps; thence Nor~& 89? 57' 52" East, 9.00 fzct along smd no:X.herly li.r~s ~o the Northeast comer o£ that certain Parcel 1 filed in Book 16, page 48 of Parcel Maps; thence Norlh 39' 51" East, 130.63 along said easterly line of s~id f'arcel I filed ha Book 21, page 3 Pz~'ccl Maps to the Point of BegL~'mg. prepared 135' Paragon Partners Ltd. 5762 Bolsa Ave., Sue, Ce 20I Huntington Beactx, CA 92649 714-379-3376 Donald S. Dorsfy/ Date p.L.%. 4527 ~/ Exp. 09!30/02 R =ct 2.00' A= I-l°15 L = P-. = I0~.00' A = L=D2.52' q .00' EXHIBIT "A-I' q EXHIBIT "B" TEMPORARY CONSTRUCTION EASEMENT MAIN STREET AND MAC ARTHUR BOULEVARD For valuable consideration, the undersigned owner(s) hereby grants permission to the City of Santa Ana, its officers, employees, agents, invitees, and employed contractors, hereinafter collectively referred to as City, to enter upon, to pass and repass over and along that portion of its land described and shown on the Exhibit attached hereto and by reference made a part hereof, for the purpose of providing access and working area for the construction of the street widening of Main Street and MacArthur Blvd; to enter upon, to pass and repass over and along said land and to deposit tools, implements, vehicles, construction equipment an other materials thereon by said City and by persons under contract with it and their employees, whenever and wherever necessary for the purposes set forth. This permission is granted subject to the following conditions being fulfilled by City: Upon completion of street widening work, all surface improvements shall be restored to the same general conditions as existed prior to the beginning of said construction work. . (B) City shall indemnify the undersigned against and hold the undersigned harmless from any loss of or damage to any property, or injury or death of any person whomsoever, proximately caused in whole or in part by negligence of City or by any act or omission for which the City is liable in the exercise of the rights herein granted. It is understood that the period of use of said easement shall exist for a period of no more than 6 months and shall commence with the first entry on owner's property by City's contractor. In the event said actual use extends beyond prescribed period of time and said use is verified through the City's contractor log, the City shall pay the owner at the rate of $434.00 per month prorated to the actual date said actual use terminates. This easement shall become null and void and shall terminate upon completion of said construction and in any event shall cease and terminate not later than June 1, 2005. Dated: Owner: Santi~ma Units Investment Company, A Califomia Limited Partnership Maranden Corpbra~/oy Dav'ld~apell, President APPROVED"-AS~'FORM: /JO/s~ W. Fletcher cCity Attomey The City of Santa Ama, a charter city and Municipal corporation duly organized and existing under~ constitution and laws of The State o~(Cali/f rni..affff/ AT]'£~TI DAVID N/. REAll CL£RK OF TH£ COUNCIL LEGAL DESCRIPTION TEMPORARARY CONSTRUCTION EASEMENT THE LANqD REFERRED TO HEREhN IS SITUATED hN THE STATE OF CALIt:OtL'NrT-A, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: 10' TEiVIPORARY CONSTRUCTION F_~SEh, EENT LEGAL DESCRIPTION A.P, No. 410-151.02 That portion of. Parcel 1 in the City of Santa Ann, County of Orange, State of Califomi~ ms shown on a map fdcd [n Book 2'1, page 3 of P~c¢l lVlaps in the office of the County Recorder of said Count2', descrlbcd as follows:. Beginning at ~ point on the east line of said Parcel distm~t North 00=39'51" East, 130.63 feet measured'along said eaSterly'line from the Northeast comer of that certain Parcel as shown on a map file in Book 16~page 48 of Parcel Maps ia the office or,id County, thence North $9~20'09'' West 10.00 feet, ,~aid point also being the beginning ora tangent cu.o,'c concave northwesterly and having a radius of 82.00 feet; thence southerly along said curve t}u'ough a central angle of 17°15'13'' a distance 6f 24.69 feet to the beghm[ng of a rcvcme cttrvc COncaVe easterly and having a radi'~ of 11 g.00 feet, said reVerSe curve also being tangent at its southerly terminus to a line that is parallel with and 71.00 feet westerly o£ the centerliae of Main Street as shown on s~id first mentioned Map, a radial line of said reverse curve through said point bears North 72°04'55" West; ~enee southerly along .said reverse cun'c through a central angle of 17°15'13" a distance of. 35.53 to.its point, of tangency wi'& the last mentioned parallel line; thence Sow& 00'=39'51'' West, 71.56 feet along said parallel line to '~e ~orthe. rb' line of said certain parcel 1 filed in Book 16, page 48 of Parcel Maps; thence North 8~°57'59'' Ea~ ~0.00 feht along said northerly line to a llne 61.00 feet W~terly of the centedine of Main Street as.shown on said fu'st mentioned Map, thence North. 00~=39'51~' East. 71.42 along said line to thc beginning of a tangent cur','c concave easterly and having ~ radius of 108.00 feet; thence northe.rly along said ctrr-ve thro .ugh.a central angle of 17015' 13" a 32.52 feet to the beg/nn/ng nfs reverse curie concave nor',.hwe~erly mad having a md;us of 92.00 feet, said ~eversc curve also being tangent at its northerly terminus to a kine that is p:~x-alleI with and 52.00 feet westerly of the centerline of Main St4'eet as sho'. first mentioned Map, a radial line of said reverse curve through said point b-~ 72°04'56" V,'est; thence nor-&¢rly albng smd reverse cur~e tkrough a cen~al angle of 17°15'i3'' a distance of 27.70 to im point of taagency with the las~ mentioned parallel line .said point ~so being the Point of Begkming. Prepazed by Paragon Partners Ltd. 57(>2 I3olsa Ave., Suite 20I Huntington Beach, CA 92649 714-379-3.376 ~0.00' P,=q2.00' A = I-1°i5'1~,', P-.= ~2.00' L=27.'1'0' P-.= II ~.00' ~-_ 11°15'1~', L=~5.~:3,' R=I08.O0' x -- NS, q °57 'E~q "E }-.. Ill .¢ 52' 61' .Sq "E '::i .00' IdAC AP-.THUR BOULEVARD - EXHIBIT "B-2" ~ALE, I" : DO' 0 15 ~0 z J.N. OiOID EXHIBIT "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 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 attomey or attorneys involved in this transaction upon request of such lenders, brokers or attomeys. 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. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney% fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader 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 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.