Loading...
HomeMy WebLinkAboutSPIEGEL FAMILY LIMITED PARTNERSHIP 1 - 2005 A-2005- 141 0: fMr+ v- .J'~1'j-e..\:l6') THE CITY OF SANTA ANA, CALIFORNIA AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS . 0---- THIS AGREEMENT, entered into this 5(;1 day of fY\A j ,2005, 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"), SPIEGEL FAMIL Y LIMITED PARTNERSHIP II, AN ARIZONA LIMITED PARTNERSHIP (hereinafter called "Seller"), regardless of number or gender; WITNESSETH F or 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 124 S. Bristol 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. Convevance 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 the title report ordered by the City. 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 ONE MILLION TEN THOUSAND DOLLARS AND No/lOO ($1,010,000) 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, leases, clouds or defects in title, excepting tbose 1 exceptions shown on Schedule "B" of the City's title report. 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. Escrow to close by July 8, 2005 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 "B" 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 "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, ifany, 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 (ifany), severance damages, and relocation claims pursuant to Government Code 97260 et seq_, the total sum of ONE MILLION TEN THOUSAND DOLLARS AND No/100 ($1,010,000)_ Seller shall be under no obligation to use the proceeds to assist with any relocation cost of Tenant(s) occupying the Premises. 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 applOved 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; 7 (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. Rental and Occupancv By Seller. Seller agrees to execute a complete, current and correct statement of rentals on a form furnished to Seller and delivers same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month consistent with that statement, subject to approval of City. Property to be vacated by all tenants on or before the close of escrow. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases entered into by Seller that affect the Property .9. 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. 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 ofl11e 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 92702, County of Orange, State of California. The mailing address of the Seller is: . Spiegel Family Limited Partnership c/o John Tucker 722 Ocaso Del Sol Santa Fe, NM 87505 1 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. Hazardous Waste. Seller knows of no Hazardous Materials used on the Property. Seller acknowledges that it is not familiar with the Property and authorizes the City to perform any study it deems necessary, including a Phase' Environmental Assessment (the "Phase 1 Report") to determine that the Property is suitable for its needs. Seller will not warrant or indemnify or make any representations as to the current or prior uses of the Property and whether such use entailed the use of Hazardous Materials. Buyer shall make its own determination regarding the state of the Property. City acknowledges that the Phase I Report has revealed, among other things, that a plume of Hazardous Materials may have migrated onto the Property from leaking underground gasoline storage tanks located on adjacent property. City shall accept the Property subject to the presence of all such Hazardous Materials as may be disclosed by the Phase 1 Report, and any and all claims in favor of City and against Seller arising therefrom are hereby specifically, irrevocably and unconditionally released and forever discharged pursuant to the provisions of Section 29 of this Agreement. 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. ]9. 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 Relimce By One Party On The Other. Each party has received independent legal advice from its attorney s 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 ag;Unst any party basal upon any attribution to such party as the source of the langJage in question. 24. No Third Party Beneficiary. This Agreement is int<nded to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 4 25. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, exewte and deliver such further documents (in fonn and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to e[fo::tuate the term; 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 ofthis Agreement, and shall indemnify City fully, including reasonable oosts 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. 28. Inc0f9oration of Exhibits. All Exhibits referenoed herein and attached herao shall be incorpOIated ~ if fully set forth in the body of this Agreement. 29. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known hy him must have materially affected his settlement with the debtor." Notwithstanding the provisions of Civil Code section 1542, each party hereby irrevocably and unconditionally releases and forever discharges the other and each and all of its officers, agents, directors, supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, or in concert with such 'other party from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which the releasing party at any time heretofore had or claimed to have or which such releasing party at any time hereafter may have or claim to have, including, without limitation, any and all claims related or in any manner incidental to this transaction. 30. No Warranties. CITY HEREBY EXPRESSL Y ACKNOWLEDGES THAT CITY HAS OR WILL HAVE, PRIOR TO THE CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY CITY IN ORDER TO ENABLE CITY TO EVALUATE ITS PURCHASE OF THE PROPERTY. CITY ACKNOWLEDGES THAT IT IS RELYING SOLEL Y ON ITS OWN EXPERTISE AND THAT OF CITY'S CONSULTANTS, AND THAT CITY WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL REL Y UPON SAME, AND, UPON CLOSING, WItL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY CITY'S INSPECTIONS AND fNVESTIGATIONS. CITY FURTIIER ACKNOWLEDGES AND AGREES THAT CITY IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WIm ALL FAULTS" BASIS, WITHOUT , REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT AS EXPRESSL Y SET FOR1H IN 1HIS AGREEMENT. CITY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WI1H RESPECT OR IN RELA TION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELLER OR ITS AGENTS OR REPRESENTATIVES, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. CITY HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER WILL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY. The parties have executed this Agreement as of the last date written below. For CITY OF SA~TA ANj</ BY {'-7l'-Cf;7 :.x!t. ,"-_ David N. Ream d~xI-~{ Patricia E. Healy Clerk of the Council Dated ~/23/~~ APPROVED AS TO FORM: Joseph W. Fletcher City Attorney A 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: PARCEL I: TIlE SQUTH 45 FEET QF THE EAST 90 FEET QF LOT 1 IN BLOCK A QFTRACTNQ. 132, AS SHQWN QN A MAP RECQRDED IN BOOK 1 L PAGE 42 o.F MISCELLANEo.US MAPS, RECQRDS o.F o.RANGE COUNTY. CALIFDRNIA PARCEL 2: THE NQRTH 45 FEET DF THE SDUTH 90 FEET DF THE EAST 90 FEET o.F Lo.T 1 IN BLOCK A o.F TRACT NO. 132, AS SHQWN o.N A MAP RECQRDED IN BOOK 11, PAGE 42 QF MISCELLANEDUS MAPS, RECQRDS QF DRANGE CQUNTY, CALIFDRNIA. PARCEL 3. THE No.RTH 45 FEET QF THE SDUTH 135 FEET QF THE EAST 90 FEET QF LDT IlN BLOCK A QF TRACTNG. 132, AS SHQWN DN A MAP RECQRDED IN BOOK 11, PAGE 42 o.F MISCELLANEDUS MAPS, RECQRDS DF QRANGE COUNTY, CALIFORNIA. PARCEL 4: THAT PORTIDN DF LOT 1 IN BLOCK A DF TRACTNG. 132, AS SHDWN QN A MAP RECDRDED IN BOOK II, PAGE 42 0. F MISCELLANEQUS MAPS, RECQRDS DF o.RANGE Co.UNTY, CALIFDRNlA, DESCRIBED AS FDLLDWS: BEGINNING AT A POINT DN TIlE NDRTH LINE QF WALNUT STREET 90 FEET WEST QF TIlE INTERSECTIQN QF THE WEST LINE QF BRISTDL STREET WITH THE NDRTH LINE DF WALNUT STREET; THENCE No.RTH PARALLEL TO TIlE WEST LINE QF BRISTOL STREET 135 FEET; THENCE WEST PARALLEL TO. THE NQRTH LINE QF WALNUT SlliEET 40 FEET; THENCE SQUTH PARALLEL TO TIlE WEST LINE QF BRISTOL STREET 135 FEET; THENCE EAST DN TIlE NQRTH LINE QF WALNUT STREET 40 FEET TO TIlE POINT QF BEGINNING. 7 EXHIBIT "B" 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. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's 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. R When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 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 DESOtlPTION ""P. R/WMAP PROJECT TAXES FORMBY AITY. DIRECTOR WRlTIEN BY CHECKED-O.K. NUMBER NUMBER ""-MBER X 007-211-57 1819 12~f s. Bris~~:treet, Santa;~ DEED l-<"L'MBER Address I A fOlUffiale Locatoin GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, fee simple title to the real property in the City of Santa Ana, County of Orange, State of California, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; For: Spiegel Family Partnership II, An Arizona Limited Partnership o a e d By: S T00-FATLEIFORNlss.A COUNfYOF By: On before mc, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be fue person(s) whose name(s) is/are subscribed to the within instnunent and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/hcr/ their signatures) on the instrument the person(s) or the entity upon be- half of which the person(s) acted. executed th).iJl$1::I"uJJ1ent WITNESS my hand and official seaL Signature (This area for official notary seal) q . . 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: PARCEL 1: THE saUTH 45 FEET aF THE EAST 90 FEET aF LOT 1 rN BLOCK A aF TRACT NO.. 132, AS SHaWN aN A MAP RECORDED rN BOOK 11, PAGE 42 aF MlSCELLANEaUS MAPS, RECaRDS aF aRANGE CaUNTY,CALWaRNlA PARCEL 2: HE NaRTH 45 FEET aF THE saUTH 90 FEET aF THE EAST 90 FEET aF LOT 1 rN BLOCK A aF TRACT NO. 132, AS SHaWN aN A MAP RECaRDED rN BOOK 11, PAGE 42 aF MISCELLANEOUS MAPS, RECORDS aF ORANGE COUNTY, CALWORNlA. PARCEL 3: THE NORTH 45 FEET OF THE SOUTH 135 FEET OF THE EAST 90 FEET aF LOT 1 rN BLOCK A aF TRACT NO. 132, AS SHOWN ON A MAP RECORDED rN BOOK 11, PAGE 42 OF MlSCELLANEaus MAPS, RECORDS OF ORANGE COUNTY, CALWORNlA. PARCEL 4: THAT PORTION aF LOT 1 rN BLOCK A OF TRACT NO.. 132, AS SHOWN aN A MAP RECORDED IN BOOK 11, PAGE 42 0 F MlSCELLANEaUS MAPS, RECORDS OF ORANGE COUNTY, CALWORNlA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF WALNUT STREET 90 FEET WEST OF THE INTERSECTIaN aF THE WEST LINE OF BRISTOL STREET WITH THE NORTH LINE OF WALNUT STREET; THENCE NORTH PARALLEL TO THE WEST LINE aF BRISTOL STREET 135 FEET; THENCE WEST PARALLEL TO THE NORTH LINE aF WALNUT STREET 40 FEET: THENCE SOUTH PARAU"EL TO. THE WEST LINE OF BRISTOL STREET 135 FEET: THENCE EAST ON THE NORTH LINE OF WALNUT STREET 40 FEET TO THE POINT OF BEGlNNlNG. 11