Loading...
HomeMy WebLinkAboutTABELLO, HANI 1 ~~ti A-2006-257 AGREEMENT FOR ACQUISI nON OF REAL PROPERTY AND ESCROW It ISTRUCTIONS THIS AGREEMENT, entered into this lyH'day of St:fJlvflhl:r~ 2006, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly-'zed under the Constitution and laws of the State of California (hereinafter referred to as the "City"), Hani Tabel '0 (hereinafter called "Seller"), regardless of number or gender; WITNESSETH For and in consideration of their promises, covenants and agreer1ents hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Seller agree.s 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 E;<HIBIT "A" ATTACHED HEf'lETO AND BY THIS i'lEFERENCE MADE A PART HEREOF (Commonly known as 313 S. Bristol Street, Santa Ana, CA) Said sale and purchase of said real properly shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance bv Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of LandAmerica Commercial Services, 1920 Main Street, 12'h Floor, Irvine, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as above provided. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real properly 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 Two HUNDRED NINETY FIVE THOUSAND DOLLARS AND No/100 ($295,000) 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 LandAmerica Commercial Services, 1920 Main Street, 12th Floor, Irvine, California, (the Escrow Agent) within ,'Ive (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 Agrr,ement shall be delive red to the Escrow Agent upon the opening of the escrow. Escrow to close within 60 days of the City's executior' of this Agreement. The Escrow Agent hereby is empowered to act under this Agreenlent, and upon indicating its acceptance of this Section 4 and of the General Provi~,ions described in Exhibit 'F' attached hereto and incorporated herein by this reference, in writing, delivered \0 the City and to the Seller' within five (5) days after delivery of this Agreement, shall carry out its duties as :=:scrow Agent hereunder. City agrees to bear and Escrow Agent is ,1ereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, 'econveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real propertv to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortga~e shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent undt'r 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. Propertv Taxes. Such real prope .ty taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as ere unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Secti'm 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund unc't'r Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property ta)'es on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), severance damages, and relocation benefits pursuant to Government Code ~7260 et seq., the total sum of Two HUNDRED NINETY FIVE THOUSAND DOLLARS AND No/100 ($295,000). 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 Occupancv 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 s lall 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 als) warrants that there are no orai or written leases on all or any portion of property, exceeding a period of one mc,nth. 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 an'l 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. 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 here,Jnder to be done and in all payments hereunder to be made, time is and shall be of the e:,sence. 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 payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), seve'ance damages, and relocation benefits pursuant to Government Code {l7260 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: HaniTabello. -- ""::'c.::,c ,,~,.tv,y\ <..,+ * )-(,3-.-. , ..~ ~'~I4. C f\ '))I). \ 15. Exceptions. City agrees to accept title to sai ill 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) polychiorinated 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 Rec(l/ery Act, 42 U.S.C. S6901 et sea. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant 0 Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability tlct, 42. U.S.C. S9601 et sea. (42 U.S.C. S9601). 18. Compliance With Environmental (.aws. To the nest of Seller's knowledge the Property complies with all applicable laws and governmental regulcions including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality hazardous wallte, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, i=ederal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Gomprehensive Environmental Response Compensation and Liability Acts, and the California Environment C.L'ality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the. ~alifornia Department of dealth Services, the Regional Water Quality Control Board, the State Water Resoul'~es Control Board, the >::nvironmental Protection Agency, and all applicable federal, state, and local agencie~' and bureaus. 19. Indemnity. 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' feAs), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storagn, 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, pen'lit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation af 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 t..!aim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property dumage, 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 9nvironment). 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. Continaency. 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 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. 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. Governina 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 ianguage 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. Dutv To Cooperate Further. Each party hereby agree~' that it shall, upon request of the other, execute and deliver such further documents (in form and substance reason,'bly 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 Agreemen' shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreeme,lt. 29. Authority to Execute AQreement. Each undersigned repre~'ents and warrants that its signature herein below has the power, authority and right to bind their respective par,ies 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 Exhibit,; referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. ement as of the last d ate written below. HANITABEL :~OFSAN'1~ David N. Ream City Manager ATTEST: I I aLLC~~~~ Patricia E. Healy ~ Clerk of the Council Dated APPROVED AS TO FORM: Joseph W. Fletcher City Attorney BY: Jose S ndoval Assis nt 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 15, BLOCK C, TRACT NO. 610, PER MAP RECORDED IN BOOK 19, PAGE 12 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE, CALIFORNIA. APN: 008-231-23 EXHIBIT "B" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escro ,,'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 througt, this escrow, if necessary or proper in the issuance of a policy of title insurance calle j for, is hereby authorized. There shall be no prorations of any existir,g 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 te the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this trannaction upon request of such lenders, brokers or attorneys. Should you before or after close of es~row receive or become aware of any conflicting demands or claims with respect to this escrow or the rights 0,' any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the rig'lt to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you f;hall 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. 'n the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all oblige/tions 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.