HomeMy WebLinkAboutDRSS-I, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY 2 -2010
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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
THIS AGREEMENT (hereinafter "PSA"), entered into on s oc~°% 20'10, between the CITY
OF SANTA ANA, a charter city and municipal corporation my organized under the Constitution and
laws of the State of California (hereinafter "City" or "Buyer"), and DRSS-I, LLC, a California Limited
Liability Company (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 PSA, Seller agrees to sell to City, and City
agrees to purchase from Seller, a portion of that certain real property (hereinafter "Said Real
Property") legally described and depicted as follows:
SEE Attachment 1, Exhibit "A" and "B"
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as a portion of 2040-East Dyer Road, 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 . Conveyance by Seller. Seller agrees to convey Said Real Property to City, by Quitclaim
Deed, within thirty (30) days from and after the date on which the City has approved this PSA.
2. Title to be Conveyed. (a) The Seller's interest to the Real Property will be conveyed to City
by Seller by Quitclaim Deed.
(b) Seller also agrees to execute a License and Right of Entry Agreement (hereinafter "ROE") as
described in "Attachment 2", attached hereto and by this reference made a part hereof.
3. Intentionally Omitted.
4 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 (if any), and ROE, the total sum of TWO
THOUSAND FIVE HUNDRED DOLLARS and No Cents ($2,500.00).
5. Deadline for Payment of Purchase Price. City agrees to pay the purchase price of TWO
THOUSAND FIVE HUNDRED DOLLARS and No Cents ($2,500.00) to Seller within THIRTY (30)
days from receipt of a fully executed Quitclaim Deed and ROE, and confirmation that Seller has
marketable title to Said Real Property.
6. Recordation of Deed. Buyer shall hold the Quitclaim Deed and TLE as an escrow holder
and Buyer shall not record until City has paid Seller the full purchase price for said Real Property and
receive confirmation from Seller or Seller's counsel that the full purchase price has been received by
Seller. For purposes of this agreement, the City shall be referred to as Escrow Agent.
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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. Intentionally Omitted.
9. Waivers. The waiver by either party of any breach of any covenant or agreement herein
contained on the part of the other party 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 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), goodwill (if any), and severance damages
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:
Grubb & Ellis
Attn: Gary Allen
4675 MacArthur Court, Suite 1600
Newport Beach, CA 92660
15. Exceptions. City agrees to accept title to subject to existing encumbrances.
16. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the
whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, and
all issue(s) that were raised or could have been raised in connection with the acquisition of said real
property by City.
17. Hazardous Waste. Seller has informed City (for which City was already aware) that the site
is over an existing plume that is being cleaned up and monitored by others, and for which Seller is not
responsible. 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
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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 sue. (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 sue. (42
U.S.C. S9601).
18. Compliance With Environmental Laws. Except for the known Hazardous Material plume in
the ground water and related contamination noted in Section 17 above, to Seller's reasonable
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. Intentionally Omitted.
20. Contingency. 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. Governing 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.
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26. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto
and no other person or entity has or shall acquire any rights hereunder.
27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the
other, execute and deliver such further documents (in form and substance reasonably acceptable to
the party to be charged) and do such other acts and things as are reasonably necessary and
appropriate to effectuate the terms and conditions of this Agreement, without cost.
28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties to this Agreement.
29. 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 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 Attachments 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 date written below.
SELLER: DRSS-I, LLC,
A California L' ' e Liability Company
By .v. Sr2
Its: ~l t~
CITY/BUYER:
CITY OF SAN NA
BY: _
David N. Ream
City Manager
ATTEST: /
BY: ~ ~ o:? Dated ~'/,1~13y/y
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorne
BY:
e Sandoval
Ch f Assistant City Attorney
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Attachment 1
EXHIBIT "A"
Page 1 of 1
LEGAL DESCRIPTION
APN 430-181-25
PERMANENT EASEMENT
RED FALL AVENUE
That certain parcel of land situated in the City of Santa Ana, County of Orange, State of
California, being that portion of Parcel 1 of Parcel Map No. 98-187 as shown on a map thereof
filed in Book 306, Pages 47 and 48 of Pazcel Maps in the Office of the County Recorder of said
Orange County, described as follows:
COMMENCING at the intersection of the centerline of Dyer Road with the centerline o£ Red
Hill Avenue as shown on said Parcel Map No. 98-187; thence along said centerline of Red Hill
Avenue South 40°36'36" West 676.92 feet; thence leaving said centerline at a right angle
North 49°23'24" West 72.56 feet [o [he northwesterly right-of--way line of Red Hill Avenue as
described in the Grant Deed to the City of Santa Ana recorded December 29, 2009 as Instrument
No. 2009000697260 of Official Records in said Office of the County Recorder of Orange
County, said point being the TRUE POINT OF BEGINNING; thence along said northwesterly
right-of--way line South 39°39'19" West 12.00 feet to the northeasterly line of that certain parcel
of land described in a deed [o the Atchison, Topeka and Santa Fe Railway Company recorded
June 1 5, 1966 in Book 7962, Page 62 of Official Records in said Office of the County Recorder
of Orange County; thence along said northeasterly line North 49°20'53" West 4.00 feet to a line
parallel with and 4.00 fee[ northwesterly of said northwesterly right-of--way line of Red Hill
Avenue; thence along said parallel line North 39°39'19" East 12.00 feet; thence
South 49°20'53" East 4.00 feet [o the TRUE POINT OF BEGINNING.
CONTAINING: 48 Square Feet, more or less.
SUBJECT TO all Covenants, Conditions, Restrictions, Reservations, Rights, Rights, Rights-of-
Way and Easements, if any.
EXHIBIT "B" attached and by this reference made a part hereof.
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Page 5 of 8
Attachment 1
Exhibit B
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CONTAINING: 48 SQUARE FEET x +]:.eara . ~.".~m,.,
MARCH I6. 2010 J.N. 10-109001
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Page 6 of 8
Attachment 2
LICENSE AND RIGHT OF ENTRY
DRSS-I, LLC, a California Limited Liability Company (hereinafter referred to as "Licensor"), does
hereby grant to City of Santa Ana, a charter city and municipal corporation duly organized and
existing under the Constitution and/or laws of the State of California, its officers, agents, employees
or representatives (collectively referred to as the "Licensee"), the temporary right to enter to
accommodate the construction of the railroad improvements along the southeasterly corner of the
property at 2040 E. Dyer Road, Santa Ana, as shown in the attached Attachment 2, Exhibit "A."
The Licensee agrees to indemnify and hold harmless, Licensor, from any liability arising out of the
Licensee's exercise of this License and Right-of-Entry. The Licensee further agrees to repair any
damage to said property caused by the exercise of this License and Right of Entry at its sole cost and
expense and to restore said property, with the exception of the improvements left thereon, as nearly
as practicable to the state in which it existed prior to the use of the property by the Licensee.
The rights herein granted to the Licensee, are exclusive, and the Licensee agrees not to assign,
transfer, lease, pledge, or otherwise dispose of its License and Right of Entry without the prior
expressed written approval of the undersigned. No right of entry to existing buildings is conveyed by
this instrument.
This License and Right of Entry shall expire upon completion of said construction work, and in any
event, no later than June 30, 2011, unless extended by written agreement between the undersigned
and the Licensee.
Date:
SELLER: DRSS-I, LLC, THE CITY OF SANTA ANA
A California Limited Liabi' C mpany a charter city and municipal corporation
BY. ~i ~ duly organized and existing under the
Constitution and laws of th State of
~L~ ~-~.l`C' -NZ - California
Its:
BY:
David N. Ream
City Manager
APPROVED AS TO FORM=
JOSEPH W. FLETCHER
City Attorney
BY: Date: .~ttNL 2010
Sandoval
Chi f Assistant City Attorney
Page 7 of 8
Attachment 2
Exhibit "A"
License and Right of Entry
Exhibit A
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