HomeMy WebLinkAbout25O - AGMT BRISTOL STREETREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 18, 2008
TITLE:
PURCHASE AGREEMENT FOR BRISTOL
STREET CORRIDOR (PROJECT 06-
1500)
CITY MANAGER
C
D ACTIO
~,ithorize the City Manager and Clerk
attached agreement with Deutsche Bank
of the property located at 1239 W.
$235,000, subject to non-substantiv
Manager and City Attorney.
DISCUSSION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 151 Reading
^ Ordinance on 2nd Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
of the Council to execute the
National Trust for the purchase
Raymar Street in the amount of
e changes approved by the City
On March 6, 2006 the City Council approved the cooperative agreement
between the City and the Orange County Transportation Authority to
fund Bristol Street improvements from McFadden Avenue to Pine Street.
Improvements include widening of the street from four lanes to six,
construction of landscaping in the parkways and the median islands,
traffic improvements, drainage structures, sound walls, and other
amenities as outlined in the Specific Plan.
To accommodate the widening, the acquisition of the entire property
listed above is required (Exhibit 1). The property was acquired by
the bank through a foreclosure. The structure is vacant and the price
of $235,000 reflects a distressed sale.
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the
proposed project has been determined to be adequately evaluated in
the previously prepared Environmental Impact Report/Environmental
Impact Assessment EIR No. 89-01 approved by City Council in 1990.
250-1
Purchase Agreement For
Bristol Street Corridor
August 18, 2008
Page 2
FISCAL IMPACT
Funds are appropriated in the Select Street Construction Fund
(account no. 59-553-6611).
James G. Ross
Executive Director
Public Works Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
~~ _ ~~
~,~F'rancisco Gutierrez
~ Executive Director
Finance & Mgmt. Services Agency
250-2
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PURCHASE AND SALE AGREEMENT AND BILATERAL ESCROW INSTRUCTIONS
FOR ACQUISITION OF REAL PROPERTY
(Residential)
THIS AGREEMENT (hereinafter "PSA"), entered into on 2007,
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 "City" or
"Buyer"), and Deutsche Bank National Trust (hereinafter "Seller"), regardless of number
or gender;
THEREFORE, for and in consideration of their mutual promises, covenants and
agreements, and subject to the terms, conditions and provisions of this Agreement, 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 1239 Raymar, 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 by Seller. Seller agrees to convey Said Real Property to City, by
Grant Deed, at the office of First American Title Insurance Company, located at 2 First
American Way, Santa Ana, California, within thirty (30) days from and after the date on
which the City has approved this PSA.
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be
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 (including any and all leases), liens,
clouds or defects in title, except those exceptions shown in Paragraph 15 below. Seller
hereby warrants that the title to Said Real Property 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 (including any and
all leases), 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 title to Said Real Property to City, within the time and at the place
hereinabove specified, a policy of title insurance to be issued by the above mentioned
title insurance company, with the City therein named as the insured, in the amount of
TWO HUNDRED THIRTY FIVE THOUSAND DOLLARS ($235,000) insuring that title to
Said Real Property is free and clear of any and all conditions, restrictions, reservations,
exceptions, easements, assessments, profits, limitations, encumbrances
Page 1 of 8 Seller's Initials
250-4
(including any and all leases), liens, clouds or defects in title, excepting those
indicated in Paragraph 15. Acceptance by City of any such policy of title 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 First American Title
Insurance Company (hereinafter "Escrow Agent")„ located at 2 First American Way,
Santa Ana, California, within five (5) days from and after the date on which the City has
approved this PSA. This PSA constitutes the bi-lateral 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 30 days of the City's execution
of this PSA.
The Escrow Agent hereby is empowered to act in accordance with the terms, conditions
and provisions of this PSA, and shall carry out its duties as Escrow Agent hereunder
upon indicating its written acceptance of this Section 4, and of the General Provisions
described in Exhibit "B" attached hereto and incorporated herein by this reference,
delivered to the City and to the Seller within five (5) days after delivery of this PSA.
City agrees to pay, 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.
Escrow Agent's liability under this PSA is limited to the performance of obligations
imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General
Provisions of this PSA.
5. Propertv Taxes. Real property taxes, if any, on Said Real Property for the fiscal
year in which Said Real Property is conveyed to City, as are unpaid at the time of said
conveyance, shall be cleared and/or 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, including
improvements to Said Real Property, and business goodwill, if any, the total sum of TWO
HUNDRED THIRTY FIVE THOUSAND DOLLARS ($235,000). City agrees to deposit
said purchase price in escrow with the Escrow Agent within THIRTY (30) days after the
Page 2 of 8 Seller's Initials
250-5
date on which the City has approved this PSA, 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 required;
(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 by Seller. Seller agrees to execute a complete, current
and correct statement of rentals (Seller Estoppels) on a form furnished to Seller by
Buyer and to 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 the present occupants prior to close
of escrow. Seller agrees that any and all tenant security deposits pertaining to the subject
property collected by or that are 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 agreements, tenancies, and leases (oral or written, 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. Assigns, Successors in Interest. This PSA, 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 the purchase price
indicated in section 6, above, is just compensation at fair market value for Said Real
Property, including all improvements to Said Real Property, and business goodwill, if
any.
Page 3 of 8 Seller's Initials
250-6
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:
Prudential California Realty
Attn: Thomas McAleer
2405 Mc Cabe Way #100
Santa Ana, CA 92614
15. Exceptions. City agrees to accept title to Said Real Property subject to the
following: NONE
16. Entire Agreement. It is mutually agreed that the Parties hereto have set forth
herein the whole of their Agreement. Performance of this PSA 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. S1 31 7),
(x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. 56901 et sea. (42 U.S.C. 56903) 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. 59601
et sea. (42 U.S.C. 59601).
Page 4 of 8 Seller's Initials
250-7
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, 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. 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 shall constitute acceptance and
approval.
21. Modification and Amendment. This PSA may not be modified or amended
except in writing signed by the Seller and City.
22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or
the conclusion of which would adversely affect the validity, legality, or enforcement of this
PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full
force.
23. Captions. Captions and headings in this PSA, including the title of this PSA, are
for convenience only and are not to be considered in construing this PSA.
24. Governing Law. This PSA shall be governed by and construed in accordance
with the laws of the State of California.
Page 5 of 8 Seller's Initials
250-8
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 PSA and
the meaning of the provisions hereof. The provisions of this PSA 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 PSA 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 PSA,
without cost.
28. Applicability of Agreement To Assignees. This PSA shall be binding upon and
shall inure to the benefit of the successors and assigns of the Parties to this PSA.
29. Authority to Execute Agreement. Each undersigned represents and warrants that
its signature herein below has the power, authority and right to bind their respective Parties
to e~l~ ~ctl~Rerms of this PSA, 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 PSA.
The Parties have executed this PSA as of the date written below.
SELLER:
CITY /BUYER:
CITY OF SANTA ANA
By: Date: , 2008 BY: Date: , 2008
Deutsche Bank National Trust David N. Ream
City Manager
By: Date: ,2008
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY:
Date: , 2008
Jose Sandoval
Chief Assistant City Attorney
ATTEST:
Patricia E. Healy
Clerk of the Council
Date: , 2008
Page 6 of 8
250-9
By:
Seller's Initials
EXHIBIT "A"
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
Assessor's Parcel Number: 010-281-19
Page 7 of 8
Seller's Initials
250-10
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 Escrow Agent's 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 the transferring instrument(s) referred to herein are filed for recordation
with the Office of the Orange County Recorder. All prorations shall be made on the
basis of a 30-day month / 360-day year. Recordation of any instruments delivered
through this escrow, if necessary or proper in the issuance of a policy of title insurance, is
hereby authorized by the Parties to this transaction.
There shall be no prorations of any existing insurance policies in this escrow.
Escrow Agent is to furnish a copy of these instructions, including any 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 to the rights of any of the
Parties hereto; or about any money or property deposited herein, then 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 right to commence or
defend any action or proceeding for the resolution of such conflict. The Parties to this
escrow 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 initiated by Escrow Agent. In the event Escrow Agent
should file a suit in interpleader, Escrow Agent shall be fully released and discharged
from all obligations imposed upon it by this escrow.
If for any reason funds are retained or remain in escrow, Escrow Agent shall be entitled to
deduct therefrom a reasonable monthly charge of not less than $10.00 per month as an
administrative fee.
Time is of the essence with regard to the execution of these general escrow
instructions. If Escrow Agent is unable to comply with these instructions within the time
specified herein, and if additional time as is required to make an examination of the official
records, Escrow Agent shall return all documents, money, or property to the party entitled
thereto upon satisfactory written demand and authorization. Any amendment or
supplement to these instructions must be in writing, signed by all Parties to this
transaction.
These escrow instructions, and any amendments thereto, 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.
Page 8 of 8 Seller's Initials
250-11
250-12