HomeMy WebLinkAboutGASTON & RUTH CILLIANI LIVING TRUST 1-2007
A-2007-075
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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT (hereinafter "PSA"), entered into this ~/1tLday of ;rn' / , 2007,
between the CITY OF SANTA ANA, a charter city and municipal corporatio duly organized
under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and
The Gaston and Ruth Cilliani Living Trust, dated February 31, 1991 (hereinafter "the Trust"), by
and through Gaston Cilliani and Ruth Cilliani, Co-Trustees of the Trust (hereinafter "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 "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 a portion of 420 S. Bristol Street, Santa Ana, CA)
Said purchase and sale 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 LandAmerica Commercial Services, 1920 Main Street, 12'" Floor, Irvine,
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 (whether monetary or non-monetary, general
or specific, including any and all leasehold interests), liens, clouds or defects in title, except
those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to Said
Real Property to be conveyed by Seller to City shall be free and clear as provided above. 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 (whether monetary or non-monetary, general or specific, and including
any and all leasehold interests), lien, 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
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mentioned title company, with the City therein named as the insured, in the amount of Three
Hundred Forty Seven Thousand Four Hundred AND No/100 Dollars ($347,400) insuring City's
title to Said Real Property is free and clear of any and all conditions, restrictions, reservations,
exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or
non-monetary, general or specific, and including any and all leasehold interests), liens, 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 PSA.
4. Escrow. City agrees to open an escrow at the office of LandAmerica Commercial
Services, 1920 Main Street,12'" Floor, (hereinafter "Escrow Agent") within five (5) days from and
after the date on which the City has approved this PSA. This PSA constitutes the joint escrow
instructions of the City and the Seller and a duplicate original of this PSA shall be delivered to
the Escrow Agent upon the opening of the escrow. Escrow is to close within 120 days after
Owner's execution of this PSA, but in any event, not later than June 29, 2007.
The Escrow Agent hereby is empowered to act under this PSA, 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 PSA, 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 PSA.
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
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(improvements pertaining to the realty), severance damages, and bonus value (if applicable), the
total cash sum of THREE HUNDRED FORTY SEVEN THOUSAND FOUR HUNDRED AND No/1 00 Dollars
($347,400); City additionally agrees to transfer to Seller City's Real Property, as described and
depicted on Exhibit "c" (hereinafter "Remnant Parcels") attached hereto and by this reference
made a part hereof, valued at Three Hundred Fifty Thousand And No/100 Dollars ($350,000),
to Seller. Thus, in addition to the payment in cash of THREE HUNDRED FORTY SEVEN THOUSAND
FOUR HUNDRED AND No/100 ($347,400), City agrees to transfer to the Seller the City's remnant
portions of land area on APN: 007-30-13 and APN: 007-30-14, after subtracting the land area
necessary for the road expansion. The Remnant Parcels being transferred from the City to the
Seller measure approximately 11,141 square feet :t, and are described as and depicted in the
plat maps attached hereto as Exhibit "C". A legal description and plat map of the City's
Remnant Parcels to be transferred to Seller will be provided to the Seller during escrow. Seller
also agrees to demolish the existing building and all Improvements on said Property on or
before June 30, 2008. All costs associated with the demolition of the Improvements on Said
Property shall be the sole and absolute responsibility of the Seller. City agrees to deposit said
purchase price in escrow with the Escrow Agent within Sixty (60) days from and after the date
on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to
pay said purchase price to Seller only after or concurrent with the satisfaction of the following
conditions precedent:
(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 Grant Deed conveying Said Real Property to City.
(e) Acceptance by Seller of a Grant Deed from the City transferring clear and marketable
title to the Remnant Parcels as described hereinabove and depicted in Exhibit "C",
attached hereto and by this reference made a part hereof.
7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying
Said Real Property to City is recorded, quiet and peaceful possession of Said Real Property,
subject to the terms and conditions set forth in the Non-Exclusive License & Demolition
Agreement (attached hereto as Exhibit "0") between Licensor, Licensee Clinic and Licensee
Pharmacy, which is to be executed at the close of escrow for this transaction.
8. Rental and Occupancy Bv Seller. Seller agrees to execute a complete, current and
correct statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer 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/360-day year 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. Seller agrees that any and all Tenant
Security Deposits pertaining to the subject property collected by or in the possession of Seller
prior to the close of escrow shall be transferred to and become the property of Buyer during
escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental
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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 the subject 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 herein.
10. Heirs. AssiQns. Successors in Interest. 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 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), Bonus Value, if any, and severance damages.
Payment by City to Seller for Relocation Benefits, if any, shall be paid in accordance with a
separate Business Relocation Agreement, attached hereto as Exhibit "E".
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:
Gaston and Ruth Cilliani
2544 S. Wilson
Tustin, CA 92701-1268
15. Exceptions. City agrees to accept title to Said Real Property subject to the following:
NONE.
16. AQreement. 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; provided however, that it is the Parties' intention that the Non-Exclusive
License & Demolition Agreement and the Business Relocation Agreement, attached hereto as
Exhibits "0" & "E", respectively, shall constitute separate Agreements between the Parties.
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
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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 1 004 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).
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. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
against any claim, action, suit, proceeding, 1055, 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 1055, 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.
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20. Continaencv. It is understood and agreed between the parties hereto that the
enforceability of this PSA, and the escrow created hereby, is contingent upon the express
acceptance and approval of this PSA by City. The execution of this PSA by City, and the
delivery of same to Escrow Agent, shall constitute 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. Governina Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
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 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. Dutv 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. Applicabilitv of Aareement To Assianees. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties to this Agreement.
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29. Authoritv to Execute Aareement. 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.
The parties have executed this Agreement as of the date written below.
SELLER: The Gaston and Ruth Cilliani Living Trust, d,*~ Februa!"y 3!, 1~91
~ f /7< . . I #~ &&~"'i'
/"'-!'7t- c..~.tf!fJ:.:'-.::-U /If ~
ston Cilliani, Co-Trustee Ruth Cilliani, Co-Trustee
CITY/BUYER:
CITY OF SANTA ANA
~t
. ..; David N. Re
City Manager
ATTEST:
Dated
Patricia E. Healy
Cerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
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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:
The easterly 35 foot-wide strip of land Lot 1 of the Sepulveda Tract, as shown on a map
recorded in Book 31, Page 197 of Deeds, in the Office of the County Recorder of Los Angeles
County, California, described as follows:
Beginning at the Southeast corner of said Lot 1, said point being on the East line of Section 14,
Township 5 South, Range 10 West, in the Rancho Santiago De Santa Ana; thence North 0 17'
East, 146.70 feet along the East line of said Section; thence Westerly 176.03 feet to a point
which is North 143.50 feet from the South line of said Lot 1; thence Southerly 143.50 feet to a
point on the South line of said Lot 1, said point being West 176.00 feet from the Southeast
corner of said Lot 1; thence East 1760.00 feet to the point of beginning.
PORTION OF APN: 007-302-22
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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 perfection of title as of the date on which the
transferring instruments referred to herein are recorded in the Office of the Orange County
Recorder. All prorations made during escrow are to be made on the basis of a 360-day year
and 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.
Escrow Agent is 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 Escrow Agent, 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 and affected hereby, Escrow Agent shall
have the right to discontinue any or all further acts on its part until such conflict is resolved to its
satisfaction, and Escrow Agent shall have the further right to interplead the escrow to any
Superior Court of competent jurisdiction, and 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 Escrow Agent in connection with, or arising out of this escrow, including, but without
limiting the generality of the foregoing, a suit in interpleader brought by Escrow Agent. In the
event Escrow Agent files a suit in interpleader, it shall ipso facto be fully released and
discharged from all obligations imposed upon it 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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EXHIBIT C
Plat Map of City's Remnant Parcels
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EXHIBIT "0"
Non-Exclusive License & Demolition Agreement
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EXHIBIT E
Business Relocation Agreement
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