HomeMy WebLinkAboutP & P LAND MANAGEMENT 2 - 2005
A-2005-231
THE CITY OF SANTA ANA, CALlFORNIA
AGREEMENT FOR ACQUISITION OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT, entered into this J 9~ay of ~1"fi(Mr, 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 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 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:
I. 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 Conveved. 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
oftitle 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/l 00 ($875,000) insuring the title of the City
to said n;al 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 ofthis 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, 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 97260 et seq., the total sum of EIGHT HUNDRED SEVENTY FIVE THOUSAND AND
No/100 ($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:
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(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 oftitle insurance as hereinabove provided;
(d) Recordation of the 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.
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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.
IS. 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
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Material~ 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 2550 I
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 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
~. (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. Contingencv. 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 ofthis 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.
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25. No Reliance Bv One Party On The Other. Each party has received independent legal advice from its
attbrneys 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. Aoolicability 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. Incorooration 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 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 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 marmer incidental to this transaction.
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The parties have executed this Agreement as ofthe last date written below.
For: P & P Land Management, LLC
r;dM /Ju/
By:
Au~ 2, o.J
Hitesh Patel
CITYOFS~_
BY: .a~.
David N. Ream
City Manager
ATTEST:
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
o Sandoval
enior Assistant City Attorney
By:
Mario Perez
Dated ~rs-
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The parties have executed this Agreement as of the last date written below.
For: P & P Land Management, LLC
/4-fWD (lGYVn-- +!). =rjPr
Hitesh Patel
By:
C~O'72;2J. .
BY: ..... a
David N, Ream
City Manager
/~/ ::/dJ
ATTEST:
ncia E. Healy
Clerk ofthe Council
APPROVED AS TO FORM:
Joseph W, Fletcher
City Attorney
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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 oftitle 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.
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