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HomeMy WebLinkAboutP & P LAND MANAGEMENT 1 . Page I of9 ACQUISITION SETTLEMENT AGREEMENT This Agreement ("Agreement") is made on by and between the City of Santa Ana ("City"), Santa Ana Family Medical Group, Inc., dba North Bristol Medical Group ("Tenant"), and P & P Land Management, LLC ("Owner"). City, Tenant and Owner are hereinafter sometimes referred to collectively as the "Parties". RECITALS A. Tenant operates a business commonly known as the North Bristol Medical Group, and is the occupant of real property and improvements located at 217 N. Bristol Street, Santa Ana, CA, more specifically described in Exhibit "A", Legal Description, attached hereto and made a part hereof, which shall be referred to herein as the "Property". P & P Land Management, LLC is the owner of the Property. B. The Property is located within the Project Area for the Bristol Street Widening from Pine Street to Third Street and the City intends to acquire the Property for a public use. C. The Parties' rights and obligations with regard to the acquisition of the Property by City are in dispute. The Parties desire to establish their respective rights and obligations with regard to the acquisition of the Property by City upon the terms and conditions set forth below. NOW, THEREFORE, Parties hereto agree as follows: 1. Consideration (a) City agrees to pay to Tenant the sum of FOUR HUNDRED FIFTY FIVE THOUSAND AND Noll 00 DOLLARS ($455,000). (b) In the event the Tenant modifies their "Business Relocation Agreement", all Parties agrees that any relocation claim paid above $20,000 will result in an equal reduction in this Acquisition Settlement of amount of$455,000. (c) Payment for the Acquisition Settlement, as described in paragraph lea) and I(b) of this agreement will be made payable to North Bristol Medical Group and P & P Medical Management, LLC (FEI number 26-0071657). (d) Said amount is to be paid only after both of the Parties have executed this agreement and after Tenant has completely vacated the Property, and has Tenant signed and delivered a Certificate of Abandonment to the City. Said amount, as identified in paragraph I of this agreement will be paid within 14 days of the City's receipt and acceptance ofthis Certificate of Acquisition Settlement Agreement Page 2 of 9 Abandomnent, with interest accrumg at 10% per annum for each day thereafter. ( e) Parties agree that receipt of full payment of the consideration noted in section I (a) and I (b) above, will constitute full satisfaction of any and all of City's obligations to Tenant and Owner, including, without limitation, any obligations for loss of business goodwill, leasehold interest, compensation for personal property, and/or damages of any nature. 2. Vacation Date Tenant shall vacate the Property on or before December 31, 2005. 3. Vacation of the Propertv (a) As of the Vacation Date, Tenant shall have removed all its removable personal property, trade fixtures, furniture and equipment from the Property except for those items described in Exhibit "B", attached hereto and made a part hereof. (b) Upon the Vacation Date, Tenant and Owner hereby transfers any right, title and interest in the Property and the fixtures and equipment described in Exhibit "B" to City, and warrants all to be free and clear from any liens or encumbrances, including any refrigerants or any other toxic or hazardous materials, which shall have been removed and disposed of in accordance with applicable regulations. 4. Convevance ofInterest in Real Propertv and Improvements Pertaining to Realtv a) Tenant and Owner hereby warrants and certifies that P & P Land Management, LLC is the owner of the real property described in Exhibit "A" and certain Improvements Pertaining to Realty, attached to this agreement as Exhibit "B", and made a part hereof. b) Tenant and Owner hereby warrants and certifies that no document has been signed by or on behalf of the Tenant and/or Owner for the purpose of creating any lien, encumbrance or security interest in any of the items of Improvements Pertaining to Realty included in this Agreement, and do not know of any claim of lien or encumbrance therein, EXCEPT: for instance, a) trust deeds secured by said items, duly recorded; b) personal property taxes. . Acquisition Settlement Agreement Page 3 of9 c) Tenant and Owner shall execute and hand City a Bill of Sale, conveying all of Tenant's interest in and to those certain items of Improvements Pertaining to Realty shown in Exhibit "B", free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases and taxes, on or before the Vacation Date. 5. Release (a) Tenant and Owner, for itself, its agents, assigns and related entities, fully releases, acquits and discharges City, and the officers, directors, employees, attorneys, accountants, other professionals, insurers and agents of City (collectively "Agents") and all entities related to City, from all rights, claims, demands, actions or causes of action which Tenant and/or Owner now has or may have against City arising from the acquisition of the Property, the Lease, or otherwise, including, but not limited to business goodwill from the City. (b) This release is intended as a full and complete release and discharge of any and all such claims that Tenant and/or Owner mayor might have against City and its agents or related entities arising from the facts and circumstances described above in this Agreement. In making this release, Tenant and Owner intend to release City, its related entities and Agents from any liability of any nature whatsoever for any claim or injury or for damages or equitable or declaratory relief of any kind, whether the claim, or any facts on which such claim might be based, is known or unknown to the party possessing the claim. Tenant and Owner expressly waive all rights under Section 1542 of the Civil Code of the State of California, which Tenant and Owner understands 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 by him must have materially affected his settlement with the debtor. (c) Tenant and Owner acknowledge that it may hereafter discover facts or law different from or in additional to those which it now believes to be true with respect to the release of claims. Tenant and Owner agree that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts or law or any party's discovery thereof. Tenant and Owner shall not be entitled to any relief in connection herewith, including, but not limited to any damages or any right or claim to set aside or rescind this Agreement Acquisition Settlement Agreement Page 4 of9 (d) No party nor any Agents nor any related entities have made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, and each party expressly states it does not rely upon any statement, representation or promise of any other party or any party's Agent or related entities in executing this Agreement, except as is expressly stated in this Agreement. Each party to this Agreement has made such investigation of the facts and law pertaining to this Agreement, and of all other matters pertaining thereto, as it deems necess~ry, and has consulted with legal counsel concerning these matters. 6. Attornev's Fees In the event of litigation relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 7. Indemnitv Bv Tenant and Owner Tenant and Owner shall indemnify, defend and hold City harmless from and against any claims, demands, liabilities, losses, judgments, expenses and attorneys' fees resulting from the breach by Tenant and/or Owner of any provision of this Agreement or the falsity of any representation or warranty made by Tenant or Owner contained in this Agreement. 8. Entire Agreement This Agreement contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. 9. Partial Invaliditv In the event that any term, covenant, condition or provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or against public policy, the remaining provisions shall continue in full force and effect. Acquisition Settlement Agreement Page 5 of9 10. Waiver The provisions of this Agreement may be waived, altered amended or repealed, in whole or in part, only upon the written consent of all parties to this Agreement. The waiver by one party of the performance of provision of this Agreement shall not invalidate this Agreement, nor shall it be considered as a waiver of any subsequent breach of the same or other provisions of this Agreement. II. Headings The headings, subheadings and numbering of the different paragraphs of this Agreement are inserted for convenience only and shall not be considered for any purpose in construing this Agreement. 12. Governing Law The rights and obligations of the parties hereto shall be construed and enforced in accordance with, and governed by, the laws of the State of California. 13. Successors In Interest Subject to any restrictions against assignment contained herein, and to any legal limitations on the power of the signatories to bind non-signatories to this Agreement, this Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, executors, estate, heirs, legatees, Agents and related entities of each of the parties hereto. 14. Necessarv Acts Each party to this Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. 15. Advice Of Counsel Each party hereto, by its execution of this Agreement, represents to every other party that it has reviewed each term of this Agreement with its counsel and hereafter no party shall deny the validity of this Agreement on the ground that the party did not have advice of counsel. Each party has had the opportunity to receive independent legal advice with respect to the advisability of making this Agreement and with respect to the meaning of California Civil Code Section 1542. Acquisition Settlement Agreement Page 6 of9 16. Parties Have Not Transferred Right Or Claims The Parties hereto each represent and warrant to the other party that they have not assigned, transferred or subleased to any third party any of the rights, claims, causes of action or items to be released or transferred which they are obligated to transfer or to release as part of this Agreement. 17. Authoritv To Execute This Agreement Each entity executing this Agreement represents that it is authorized to execute this Agreement. Each person executing this Agreement oil behalf of an entity, other than an individual executing this Agreement on his or her own behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity. 18. Construction Each party has cooperated in the drafting and preparation of this Agreement. In any construction to be made of this Agreement, or of any of its terms and provisions, the same shall not be construed against any party. 19. Notices All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall either be delivered in writing personally or be sent by telegram or by regular or certified first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the party at its address set forth below, or at any other address that such party may designate by written notice to the other party: To City: City of Santa Ana Public Works Agency Souri Amirani 20 Civic Center Plaza M-36 Santa Ana, CA 92702 With copy to: To Tenant: and Owner Edward Lear, Esq. Century Law Group 5200 West Century Blvd, Suite 940 Los Angeles, CA 90045 Acquisition Settlement Agreement Page 70f9 20. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above. TENANT: p, Inc., dba North Bristol Medical Group r ~O Print Name and title 9l;2.-9fV) Date ,w , OWNER: For: P & P Land Management, LLC By: Date Print Name and title CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: Dated Patricia E. Healy Clerk of the Council BY: APPROVED AS TO FORM: ph W. Fletcher i I'\ttomey Acquisition Settlement Agreement Page 7 of9 20. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, and. when taken together with other signed counterparts. shall constitute one Agreement. which shall be binding upon and effective as to all Parties. IN WITNESS WHEREOF. the parties to this Agreement have executed this Agreement as of the date first written above. TENANT: For: Santa Ana Medical Group, Inc.. dba North Bristol Medical Group ~/JJ -H lIt'S t+(J it TE L ) Print Name and title ('./) -etA I C 'cr! "D IY cc/ftrv !1v'J-2 ; OJ Date By: OWNER: For: P & P Land Management, LLC ~W H IT~S r+ 'PIT7E L- Print Name and title fCl)Y~f'Y ~ 2-/ OJ Date By: CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: Dated Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: W. Fletclwr ity Attom~:v Jose Sandoval Senior Assistant City Attorney Acquisition Settlement Agreement Page 8 of9 EXHIBIT "A" THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: LOT 13 IN BLOCK B OF THE ROBINSON TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 24, PAGE 72, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THE WEST 10 FEET Acquisition Settlement Agreement Page 9 of9 EXHIBIT "B" IMPROVEMENTS PERTAINING TO REALTY 217 N. BRISTOL STREET, SANTA ANA, CA No. DESCRIPTION BUILDING EXTERlOR AND PAKING AREA I Single face sign, painted wood, "North Bristol Medical Clinic" approximately 6' long x 2.5' high, exterior mounted. I Single face sign, painted wood, "North Bristol Medical Clinic" approximately 19' long x 4' high, exterior monnted. Miscellaneous group of adhesive signage with specialties, procedures performed, hours of operation, and other services in Spanish. 1 7 tier open face patient file folder shelving, wood frame, 93" length x 10" depth x 94" height. 7 tier open face patient file folder shelving wood frame, 244" length x 10" depth x 87" height. 1 6 tier open face patient file folder shelving, wood frame, 99" length x 11" depth x 90" height. 1 4 tier open face patient file folder shelving, wood frame, 32" length x 10" depth x 53" height. BUSINESS RELOCATION AGREEMENT It is hereby understood and agreed by Santa Ana Family Medical Group, Inc., dba North Bristol Medical Group and the City of Santa Ana that the amount to be paid to the claimant for all relocation benefits is Twenty-Thousand and NO/IOO Dollars ($20,000). The terms are as follows: I. No claim for payment shall be honored by the City of Santa Ana until: (a) The claimant has completed and signed the City's "Claim for Fixed Payment In Lieu actual Moving and Related Expenses" form for $20,000. (b) The claimant has vacated 217 N. Bristol Street, Santa Ana, California, delivered all access keys, and executed a "Certificate of Abandonment." 2. The claim for payment shall be submitted within eighteen (18) months of the date of moving from the acquired premises. 3. Neither the City of Santa Ana nor any employee, officer, or agent thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by Claimant under or in connection with the agreement. It is also understood and agreed that the Claimant shall fully indemnify and hold the City of Santa and their consultants, harmless for any liability imposed by injury or damage to property occurring by reason of anything done or omitted by Claimant in connection with this agreement. 4. In the event the "Claimant" modifies their request from a "Claim for Fixed Payment In Lieu of Actual Moving and Related Expenses" to actual moving and related expenses, any amount exceeding $20,000, will only be paid to Claimant, after the North Bristol Medical Group and P & P Medical Management, LLC have agreed to reduce their Acquisition Settlement Agreement of $455,000, by an equal amount.. Eligible moving and related expenses will be in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended. 5. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall either be delivered in writing personally or be sent by telegram or by regular or certified first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the party at its address set forth below, or at any other address that such party may designate by written notice to the other party: Business Relocation Agreement Page I of2 To City: City of Santa Ana Public Works Agency ~ouri Amirani 211 Civic Center Plaza M-36 Santa Ana, CA 92702 With copy to: Edward Lear, Esq., Century Law Group 5200 West Century Blvd, Suite 940 Los Angeles, CA 901145 6. This Agreement may be executed in counterparts, each of which shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above. OWNER/OCCUPANT: 26-0071659 Tax Identification No. 7/,)...f(o)- Date oJ/!/! Print Name and title CITY OF SANTA ANA BY: David N. Ream City Manager ATTESTS: Dated Patricia E. Healy Clerk of the Council Jose San Assistant City Attorney r Formatted: portugueSe (Braz~ Business Relocation Agreement Page I of2 To City: City of Santa Ana Public Works Agency Souri Amirani 20 Civic Center Plaza M-36 Santa Ana, CA 92702 With copy to: Edward Lear, Esq., Century Law Group 5200 West Century Blvd, Suite 940 Los Angeles, CA 90045 6. This Agreement may be executed in counterparts, each of which shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. IN WIlNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above. OWNER/OCCUPANT: For: Santa Ana Medical Group, Inc. dba, North Bristol Medical Group By: ~ Idd :)j jlEsH PftTE L ) Y\U) Print Name and title 26-0071659 Tax Identification No. iL. 2 /TV<;- Date i oS: CITY OF SANTA ANA BY: David N. Ream City Manager ATTESTS: Dated Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: ph W. Fletcher y Attorney Jose Sandoval Assistant City Attorney THE CITY OF SANTA ANA, CALIFORNIA AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT, entered into this _ day of ,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"), P & P Land Management, LLC and Hitesh Patel and Mario Perez (hereinafter called "Seller"), regardless of number or gender; WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subj ect 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 217 N. 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 bv Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Company, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. 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. 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 EIGHT HUNDRED SEVENTY FIVE THOUSAND AND No/lOO ($875,000) 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, 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 Company (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 "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 II and Exhibit "B" 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), pursuant to Government Code S7260 et seq., the total sum of EIGHT HUNDRED SEVENTY FIVE THOUSAND AND Noll 00 ($875,000). 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: 2 (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 ofthe Deed conveying said real property to City. 7. Vacation Date. Seller agrees to vacate the property on or before December 31, 2005, which includes quiet and peaceful possession of said real property, including removal of all personal property. 8. Rental and Occupancv Bv Seller. Seller agrees to execute a complete, current and correct statement of rentals on a form furnished to Seller and delivers same to Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements attached. 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 (written, unwritten, recorded, or unrecorded) and Seller agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of property, exceeding a period of one month, except the Rental Agreement between seller and Alejandro Guido. (Mr. Guido is the tenant occupying the apartment unit above the medical clinic.) Upon close of escrow, the Seller may continue to operate the North Bristol Clinic, with no rental charged by the City, up to the Vacation Date, as defined in this agreement. If the Mr. Guidio continues to occupy the second story apartment unit after the close of escrow, the Seller agrees to release and accommodate the City, with the collection of rent up to the date Mr. Guido vacates the real property. If the close of escrow is other than the first day of the calendar month, the rent payable to the seller, under Mr. Guido's existing lease, shall be prorated between the seller and the City according close of escrow date. Upon the close of escrow, the Seller shall provide evidence of the Insurance as outlined in paragraph 9 of this agreement. 9. Insurance and Additional Insured. At the close of escrow, Seller shall provide the below described insurance documentation to the legal counsel of City. Seller must maintain such insurance to the Vacation Date, and maintain insurance as described below: a. Commercial General Liability Insurance. Seller shall maintain commercial general liability insurance naming the Agency, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Tenant's operations, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Seller shall supply the City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and such insurance must be approved in form by the City's Legal Counsel. 3 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. The following requirements apply to the insurance to be provided by Seller pursuant to this section: (i) Seller shall maintain all insurance required above in full force from the close of escrow to the Vacation Date. (ii) Certificates of insurance shall be furnished to the City on or before the close of escrow and shall be approved in form by the City's legal counsel. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 10. 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. II. 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. 12. 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. 13. 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. 14. 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. 15. 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's Attorney at: Edward Lear, Esq. Century Law Group 5200 West Century Blvd, Suite 940 Los Angeles, CA 90045 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. 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. 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, 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 4 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 II 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 seq. (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 seq. (42 U.S.c. S9601). 19. 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, 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. 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 Invaliditv. 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. 5 25. No Reliance Bv 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. Authoritv 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. 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. 31. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code ofthe 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 by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of Civil Code section 1542, Seller hereby irrevocably and unconditionally releases and forever discharges the City 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 the City 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 Seller at any time heretofore had or claimed to have or which Seller 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. 6 The parties have executed this Agreement as of the last date written below. For: P & P Land Management, LLC ~ IJu! By: Au~ 2. i o.J By: Hitesh Patel Mario Perez CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: Dated Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney o Sandoval enior Assistant City Attorney 7 The parties have executed this Agreement a... of the last date written below. For: P & P Land Management, LLC ;..trvvD (J~ #:l-:rjp:r- By: Hitesh Patel CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: Dated Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney andoval or Assistant City Attorney 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 cont1icting 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 cont1ict 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 cont1ict. 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. 8