HomeMy WebLinkAboutMACKENZIE, VIRGINA AND DAVID 1 - 2006
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A-2006-198
AGREEMENT FOR ACQUISITION OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
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THIS AGREEMENT, entered into this L day of . 2006, by and between the CITY OF
SANTA ANA, a charter city and municipal corporation duly 0 anized under the Constitution and laws of
the State of California (hereinafter referred to as the "City"), Virginia MacKenzie and David MacKenzie
(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 a9rees
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 414 S, Bristol, 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 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 Conveved, (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,
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 SIX HUNDRED THOUSAND DOLLARS AND No/100 ($600,000)
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 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 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 within 120 days of the City's execution
of this Agreement.
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 "8" 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 "8" of the General Provisions of this
Agreement.
5, Propertv 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. Pavment 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), severance damages, and relocation benefits pursuant to Government Code
97260 et seq., the total sum of SIX HUNDREO THOUSAND DOLLARS AND No/100 ($600,000). 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:
(a) Conveyance of said real property by Seller to City as hereinabove provided;
(b) Acceptance by City of a Grant Deed conveying said real property to City;
(c) Delivery to City of the policy of title insurance as hereinabove provided;
(d) Recordation of the Deed conveying said real property to City.
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 Occupancy Bv Seller. Seller agrees to execute a complete, current and correct
statement of rentals on a form furnished to Seller and deliver same to Buyer 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
Buyer. 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.
Sell 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. Sell also warrants that there are no oral
or written leases on all or any portion of property, exceeding a period of one month.
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
herei n.
10. Heirs, Assiqns, Etc. This Agreement, and all the terms, covenants and conditions hereof, shall
apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties
hereto.
11. Time is of the Essence. In all matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall be of the essence.
12, Permission to Enter on Premises. Seller hereby grants City, and its authorized agents,
permission to enter upon said real property at all reasonable times prior to close of escrow for the
purpose of making necessary inspections.
13. Just Compensation. Seller acknowledges and a9rees that said purchase price is just
compensation at fair market value for said real property, and includes payment for fixtures & equipment
(improvements pertaining to the realty), goodwill (if any), severance damages, and relocation benefits
pursuant to Government Code ~7260 et seq.
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:
Virginia MacKenzie
13680 S. Alderwood 78H, Seal Beach, CA 90740; and
David MacKenzie
P.O, Box 453, Morris, NY 13808
15. Exceptions. City agrees to accept title to said real property subject to the following: NONE.
16. Entire Aqreement. 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. 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 transported 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 sea. (42 U.S.C. S9601).
18. 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.
19. Indemnitv. Seller agrees to indemnify, defend and hold the City harmless from and against any
claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
expense (including, without limitation, attorneys' fees), resulting from. arising out of, or based upon (i) the
presence, release, use, generation, discharge. storage, or disposal of any Hazardous Material on, under,
in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or
alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to
the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on,
under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage,
liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or
proceeding for personal injury (including sickness, disease, or death, tangible or intangible property
damage, compensation for lost wages, business income, profits or other economic loss, damage to the
natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other
adverse effect on the environment). This indemnity extends only to liability created prior to or up to the
date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this
escrow.
20. Continaencv. 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. Governinq Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California,
25. No Reliance By One Party On The Other, Each party has received independent legal advice from
its attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions
hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against
any party based upon any attribution to such party as the source of the language in question,
26. No Third Partv Beneficiarv. 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 Coooerate 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. Applicabilitv of Aqreement To Assiqnees. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties to this Agreement.
29. Authority to Execute Aqreement. Each undersigned represents and warrants that its signature
herein below 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.
The parties have executed this Agreement as of the last date written below.
F)..or. VIRGINIA MACKENZIE AND DAVID MACKE~-~.
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By: V~KenZie ~ David MacKenzie
CITY OF SANTA ANA
BY:
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David N. Ream
City Manager
ATTEST:
Dated
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Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
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:
LOT 9 OF TRACT NO 1804, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 53, PAGE43 AND 44 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
APN: 007-302-13
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 3D-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 andlor any
other documents deposited in this escrow to the lender or lenders. the real estate broker or brokers
andlor 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 andlor 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.
When recorded, p.leasemail 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
UNE
FOR
RECORDER'S
CANCEL APPROVED AS TO
TAXES FORMBY ATTY
X
APPROVED BY
DIRECTOR
DESCRIPTION
WRlTTEN BY
DESCRIPTION
CHECKED-OX
A,P
NUMBER
R!W MAP
NUMBER
PROJECT
NUMBER
007-302-13
06-1712
414 S. Bristol Street, Santa Ana
(Address {Approximate Location)
DEED NUMBER
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: VIRGINIA MACKENZIE & DAVID MACKENZIE
Dated
By: Virginia MacKenzie
Dated
By: David MacKenzie
STATE OF CALIFORNIA
COUNTY OF
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On
before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged. to me that helshe/they executed
the same in hislher/thei, authorized capacity(ies), and that by hislherl
their signatures) on the instrument the person( s) or the entity upon be-
halfofwhich the person(s) acted, executed the instrument.
WITNESS my hand and official seaL
Signature
(Fhis area/or official notary seal)
MAIL TAX STATEMENTS AS DIRECTED ABOVE