HomeMy WebLinkAbout03 - AGMT - 1902-1914 N Main St - Acq from SteadfastREQUEST FOR
AGENCY ACTION
AGENCY BOARD MEETING DATE:
AGENCY SECRETARY USE ONLY:
FEBRUARY 2, 2009
TITLE:
AGREEMENT FOR ACQUISITION OF REAL
PROPERTY AND ESCROW INSTRUCTIONS
FOR 1902-1914 NORTH MAIN STREET
EXE TIVE DIRECTOR
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1St Reading
^ Ordinance on 2"d Reading
^ Implementing Resolution
^ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the Executive Director and Agency Secretary to execute the
attached Purchase and Sale Agreement for Acquisition of Real Property and
Bilateral Escrow Instructions for property located at 1902-1914 N. Main
Street from Steadfast Courtyards, L.P., a California Limited Partnership,
for the amount of $1,300,000 plus normal escrow and closing costs,
subject to non-substantive changes approved by the Executive Director and
Agency General Counsel.
DISCUSSION
In September 2005, the City Council and Redevelopment Agency approved and
authorized several actions to facilitate the 30,000 square foot expansion
of the Bowers Museum. As part of the transaction, the City effectuated a
land exchange with Steadfast Companies, a residential developer who owned
the property immediately north of the Museum. Under the exchange,
Steadfast was to develop a luxury condominium project on the City's
existing 20th Street parking lot, and the Museum was to expand its
operation on the northerly Steadfast parcel.
The Museum has completed its $14 million expansion; however, the
Steadfast development has been on hold due to market conditions.
Steadfast recently expressed a willingness to sell the lot to the Agency
as they a.re not interested in pursuing development of the site.
Steadfast Courtyards has agreed to sell their property to the Agency for
$1,300,000, which is considerably below market value. In turn, the
Agency proposes to enter into a Disposition and Development Agreement
with The Charles Bowers Museum Corporation for parking on an interim
basis and future museum expansion.
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Agreement for Acquisition
and Escrow Instructions for
1902-1914 North Main street
February 2, 2009
Page 2
CEQA COMPLIANCE
In accordance with the California Environmental Quality Act, the proposed
project is exempt from further review. General Rule Exemption
Environmental Review No. 2009-04 will be filed for this project.
FISCAL IMPACT
Funds are available in the South Main Tax Allocation Bonds Capital
Project land account (no. 552-936-6611 and the Merged Capital Improvement
Project account (no. 570-936-6611).
APPROVED AS TO FUNDS AND ACCOUNTS:
Vicki Uehli
Redevelopment Project Manager
Community Development Agency
CJN/VU/mlr
J.y1\\\l ~AS1 S~ A `~1~
Francisco Gutierrez ~,/~
Executive Director V"b
Finance & Management Services Agency
H:\ACTION ITEMS\CRA\2009 CRA\020209 Acq from Steadfast (2).doc
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PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS Agreement, entered into this 2nd day of February, 2009, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a body
corporate and public and a redevelopment agency duly organized under the Constitution and laws
of the State of California (hereinafter referred to as the "Agency" or "Buyer"), and STEADFAST
COURTYARDS, L.P., a California limited partnership (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
Agency, and Agency agrees to purchase from Seller, in its
"as is" condition, except as otherwise set forth herein, all that certain real property and all rights,
privileges, easements and appurtenances benefitting such 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
(An approximately 1.1 acre parcel commonly known as 1902-1914 North Main Street,
16 West 20th Street, and 115 West 19th Street, Santa Ana, California)
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 Agency, by Grant
Deed, which shall be in substantially the form of Exhibit "B" attached hereto and by this
reference made a part hereof, at the office of First American Title Insurance Company, located at
2 First American Way, Santa Ana, California, on or before February 27, 2009 (the "Closing" or
"Close of Escrow").
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise
expressly provided, said real property shall be conveyed by Seller to Agency, 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 17 below. Seller hereby warrants that the title to said real property to be
conveyed by Seller to Agency shall be free and clear as provided above. Seller further agrees that
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acceptance by Agency 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 Agency of its
right to the full and clear title hereinabove agreed to be conveyed by Seller to Agency, nor of any
right which might accrue to Agency because of the failure of Seller to convey title as hereinabove
provided.
3. Title Insurance. Seller agrees to deliver to Agency, concurrently with the conveyance of
said real property to Agency, within the time and at the place hereinabove specified for said
conveyance of said real property, a CLTA Owner's Policy of Title Insurance, or equivalent, to be
issued by the above mentioned title company, with the Agency therein named as the insured, in
the amount ONE MILLION THREE HUNDRED THOUSAND DOLLARS AND No/100
($1,300,000.00) insuring the title of the Agency 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 Agency may
hereinafter expressly agree to take subject to. Acceptance by Agency of any such policy of
insurance, whether such insurance complies with the requirements of this paragraph or not, shall
not constitute a waiver by Agency of its right to such insurance as is herein required of Seller, nor
a waiver by the Agency of any rights of action for damages or any other rights which may accrue
to Agency by reason of the failure of Seller to convey title or to provide title insurance as
required in this Agreement.
4. Escrow. Agency agrees to open an escrow at the office of First American Title Insurance
Company, located at 2 First American Way, Santa Ana, California, (the Escrow Agent) within
five (5) days from and after the date on which the Agency has approved this Agreement. This
Agreement constitutes the joint escrow instructions of the Agency and the Seller and a duplicate
original of this Agreement shall be delivered to the Escrow Agent upon the opening of the
escrow. Escrow shall close on or before February 27, 2009.
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 "C" attached
hereto and incorporated herein by this reference, in writing, delivered to the Agency and to the
Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow
Agent hereunder.
Agency and Seller agree to each bear, and Escrow Agent is hereby authorized to charge to the
Agency and Seller, respectively, one-half (1/2) of the cost of any transfer taxes, recording fees,
reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental
to the conveying of said real property to Agency. Seller shall pay, and Escrow Agent is hereby
authorized to charge to the Seller, the entirety of the cost of title insurance as set forth in
Paragraph 3 of this Agreement. 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.
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Non-delinquent rental income from said real property shall be prorated as of 11:59 p.m. on the
date of Closing. Rents delinquent as of the date of Closing, but collected later, shall be prorated
as of the date of Closing when collected. Rents collected after the date of Closing shall be
deemed to apply first to rentals which were delinquent at the date of Closing and second to the
current rental due at the time of payment. All other income from, and expenses of, said real
property shall be prorated as of the date of Closing.
The liability to the Escrow Agent under this Agreement is limited to performance of the
obligations imposed upon it under Paragraphs 4, 6, 8, 9 and Exhibit "B" of the General
Provisions of this Agreement.
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 Agency 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
Grant Deed conveying said real property to Agency is recorded which is allocable to that portion
of the fiscal year which begins on the date the Grant Deed conveying said real property to
Agency 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 Agency.
6. Payment of Purchase Price. Agency agrees to pay to Seller, and Seller agrees to accept
from Agency, as and for the full purchase price for said real property, improvements pertaining to
the realty, business goodwill (if any), and severance damages, the total sum of ONE MILLION
THREE HUNDRED THOUSAND DOLLARS AND No/100 ($1,300,000.00). Agency agrees to
deposit said purchase price in escrow with the Escrow Agent on or before February 27, 2009, and
the Escrow Agent is hereby authorized to pay the same to Seller upon and after:
(a) Submission by the Agency into escrow a copy of a fully executed Disposition and
Development Agreement between the Agency and The Charles Bowers Museum
Corporation, a California non-profit public benefit corporation (or entity affiliated,
associated or controlled by The Charles Bowers Museum Corporation), covering
said real property.
(b) Conveyance of said real property by Seller to Agency as hereinabove provided;
(c) Acceptance by Agency of a Grant Deed conveying said real property to Agency;
(d) Delivery to Agency of the policy of title insurance as hereinabove provided;
(e) Recordation of the Grant Deed conveying said real property to Agency.
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7. Possession. Seller agrees to deliver to Agency, on the date the Grant Deed conveying
said real property to Agency is recorded, quiet and peaceful possession of said real property,
which shall be made free by Seller of all personal property.
8. A~ency Representations.
Agency represents and warrants to Seller as follows:
A. Authori .Agency is a public body, corporate and politic, existing pursuant to the
Community Redevelopment Law, which has been authorized to transact business pursuant to
action of the City. Agency has full right, power and lawful authority to grant, sell and convey
said real property as provided herein, and the execution, performance and delivery of this
Agreement by Agency has been fully authorized by all requisite actions on the part of the
Agency.
B. FIRPTA. The Agency is not a "foreign person" within the parameters of the
Foreign Investment in Real Property Transfer Act ("FIRPTA") or any similar state statute, or is
exempt from the provisions of FIIZPTA or any similar state statute, or the Agency has complied
with and will comply with all the requirements under FIRPTA or any similar state statute.
C. No Conflict. To the best of Agency's knowledge, Agency's execution, delivery
and performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which Agency is a party or by which it is bound.
Until the Closing, the Agency shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this paragraph 8 not to be true as of the
Closing, within five (5) business days give written notice of such fact or condition to the Seller.
Such exception(s) to a representation shall not be deemed a breach by the Agency hereunder, but
shall constitute an exception which the Seller shall have a right to approve or disapprove if such
exception would have an effect on the value and/or development of said real property. If the
Seller elects to close Escrow following disclosure of such information, Agency's representations
and warranties contained herein shall be deemed to have been made as of the Closing, subject to
such exception(s). If, following the disclosure of such information, the Seller elects to not close
Escrow, it shall so inform the Agency in writing, at which point this Agreement and the Escrow
shall automatically terminate, and neither party shall have any further rights, obligations or
liabilities hereunder. The representations and warranties set forth in this Paragraph 8 shall
survive the Closing as to facts or conditions that would constitute a "material alteration" to the
value and/or development of said real property.
9. Seller's Representations. The Seller represents and warrants to Agency as follows:
A. Authority. Seller is a duly organized California limited partnership which is in
good standing and authorized to do business in the State of California. The Seller has full right,
power and lawful authority to purchase and accept the conveyance of said real property and
undertake all obligations as provided herein and the execution, performance and delivery of this
Agreement by Seller has been fully authorized by all requisite actions on the part of the Seller.
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B. No Conflict. To the best of Seller's knowledge, Seller's execution, delivery and
performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which the Seller is a party or by which it is bound.
C. No Seller Bankruptcy_ The Seller is not the subject of a bankruptcy proceeding.
D. Litigation. There are no claims, causes of action or other litigation or proceedings
pending or, to the best knowledge of the Seller, threatened with respect to the ownership,
operation or environmental condition of said real property or any part thereof (including disputes
with mortgagees, governmental authorities, utility companies, contractors, adjoining landowners
or suppliers of goods and services).
E. Violations. To the best knowledge of the Seller, there are no violations of any
health, safety, pollution, zoning or other laws, ordinances, rules or regulations with respect to
said real property, which have not heretofore been entirely corrected. In the event Seller has
actual knowledge of any such violations, Agency shall immediately provide Seller with copies of
all documents evidencing such violation.
F. No Third Party Obli ations. Seller has not made, and prior to the Closing Date
will not make, any commitments to any governmental authorities, utility company, school board,
church or other religious body, or any homeowner or homeowner's association, or to any other
organization, group or individual, relating to said real property which would impose any
obligation on the Seller, or its successors or assigns, after the Closing Date to make any
contributions of money, dedications of land or grant of easements or rights of way, or to
construct, install or maintain any improvements of a public or private nature on or off said real
property, without the approval of the Seller.
G. FIRPTA. The Seller is not a "foreign person" within the parameters of the
Foreign Investment in Real Property Transfer Act ("FIRPTA") or any similar state statute, or is
exempt from the provisions of FIRPTA or any similar state statute, or the Seller has complied
with and will comply with all the requirements under FIRPTA or any similar state statute.
H. No Conflict. To the best of Seller's knowledge, Seller's execution, delivery and
performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which Seller is a party or by which it is bound.
Until the Closing, the Seller shall, upon learning of any fact or condition which would
cause any of the warranties and representations in this Paragraph 9 not to be true as of the
Closing, within five (5) business days give written notice of such fact or condition to the Seller.
Such exception(s) to a representation shall not be deemed a breach by the Seller hereunder, but
shall constitute an exception which the Seller shall have a right to approve or disapprove if such
exception would have an effect on the value and/or development of said real property. If the
Seller elects to close Escrow following disclosure of such information, Seller's representations
and warranties contained herein shall be deemed to have been made as of the Closing, subject to
such exception(s). If, following the disclosure of such information, the Seller elects to not close
Escrow, it shall so inform the Seller in writing, at which point this Agreement and the Escrow
shall automatically terminate, and neither party shall have any further rights, obligations or
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liabilities hereunder. The representations and warranties set forth in this Paragraph 9 shall
survive the Closing as to facts or conditions that would constitute a "material alteration" to the
value and/or development of said real property.
10. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and
correct statement of rentals (Seller Rent Roll) 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 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 said real 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.
11. Waivers. The waiver by Agency 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.
12. 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.
13. 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.
14. Permission to Enter on Premises. Seller hereby grants Agency, 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.
15. Just Compensation; "As Is" Condition. Seller acknowledges and agrees that said
purchase price is just compensation at fair market value for said real property and includes
payment for improvements pertaining to the realty, business goodwill (if any), and severance
damages.
AGENCY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SET FORTH IN
THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY
DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR
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CONDITION OF THE PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH AGENCY MAY CONDUCT THEREON; (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, ANY STATE OR
FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION; (E) THE HABITABILITY,
MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR A PARTICULAR
PURPOSE; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER IS
CONVEYING THE PROPERTY TO BUYER "AS IS, WHERE IS", AND WITH ALL
FAULTS AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY
KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF THE SELLER,
EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
SET FORTH 1N THIS AGREEMENT.
16. Notices. The mailing address of the Agency is 20 Civic Center Plaza, M-25, P.O. Box
1988, City of Santa Ana 92702, County of Orange, State of California (Fax: 714.647.6736). The
mailing address of the Seller is:
Steadfast Courtyards, L.P.
c/o Steadfast Companies
4343 Von Karman Avenue
Suite 300
Newport Beach, California 92660
Attention: Ana Marie del Rio, General Counsel
Fax: 949.777.8216
17. Exceptions. Agency agrees to accept title to said real property subject to the following
exceptions to fee simple absolute title:
NONE, except for Development Agreement between Seller and City of Santa Ana dated
on or about October 3, 2005 and recorded with the County of Orange. Seller will cause to be
delivered to Agency a preliminary title report from the above mentioned title company, and
Agency shall not later than five (5) business days after its receipt of said preliminary title report,
give notice to Seller of its acceptance or rejection any other exception to fee simple absolute title
listed on said preliminary title report.
18. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the
whole of their Agreement. Performance of this Agreement by Agency 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 Agency.
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19. Hazardous Waste. (a) Except as otherwise disclosed in the Phase I or Phase II report to
be provided by Buyer to Seller pursuant to subparagraph (b) of this paragraph, neither Seller nor,
to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of said real
property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic
substances, or related materials ("Hazardous Materials") on, under, in, or about said real
property, or transported any Hazardous Materials to or from said real 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, said real 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. 51317), (x) defined as a "hazardous waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et se,~c . (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 sec . (42 U.S.C. 59601).
(b) Within five (5) business days of the opening of Escrow, Seller shall provide
Agency with copies of the Phase I and Phase II environmental audit that it has caused to be
prepared regarding the said real property, together with copies of any other reports, studies or
material regarding the environmental condition of said real property.
20. Compliance With Environmental Laws. To the best of Seller's knowledge said real
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.
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21. Indemnity. Subject to the terms of this Paragraph 21, Seller agrees to indemnify, defend
and hold the Agency 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, said real 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, said real 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 Close of
Escrow shall close. Seller shall not be responsible for acts or omissions to act post Close of
Escrow.
22. Contin~ency. 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 Agency herein. The execution of these documents and the delivery of same to
Escrow Agent constitutes said acceptance and approval.
23. Modification and Amendment. This Agreement may not be modified or amended
except in writing signed by the Seller and Agency.
24. 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.
25. Cautions. 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.
26. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
27. 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.
28. 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.
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29. Real Estate Commission. Seller and the Agency agree that Agency shall owe no real
estate sales commission to any agent in connection with this transaction. Seller shall indemnify,
defend and hold the Agency harmless from any claim that Agency owes or is responsible for
payment of a real estate sales commission to any person in connection with this Agreement.
30. 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.
31. 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.
32. 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 Agency fully, including reasonable costs and
attorney's fees, for any injuries or damages to Agency in the event that such authority or power is
not, in fact, held by the signatory or is withdrawn.
33. 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 date first written above.
SELLER:
STEADFAST COURTYARDS, L.P.
By: SRP Urban Development, Inc.,
Its General Partner
By:
Name:
Its:
(signatures continued on next page)
10~~',~
3-12
DRAFT
(signatures continued from prior page)
AGENCY/BUYER:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANTA ANA
Cynthia J. Nelson
Executive Director
ATTEST:
Patricia E. Healy
Secretary
APPROVED AS TO FORM:
Joseph W. Fletcher
Agency Counsel
By:
Benjamin Kaufman
Assistant Agency Counsel
3-13
~'~~3
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:
PARCEL 1:
LOT 1 IN BLOCK "A" OF ORANGE GROVE TRACT AS PER MAP RECORDED IN BOOK 31, PAGE 27
OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY, CALIFORNIA.
EXCEPT THEREFROM THE EAST 4-1/2 FEET, CONVEYED TO THE CITY OF SANTA ANA, FOR
WIDENING OF MAIN STREET.
PARCEL 2:
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT NORTH 1 DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 7 AND 12, IN TOWNSHIP 5
SOUTH, RANGES 9 AND 10 WEST, THENCE NORTH 1 DEG. EAST 52 FEET; THENCE NORTH 88
DEG. 47' WEST; 158 FEET THENCE SOUTH 1 DEG. WEST 52 FEET; THENCE SOUTH 88 DEG. 47'
EAST 158 FEET TO THE POINT OF BEGINNING:
PARCEL 3:
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT NORTH 1 DEG. EAST 718 FEET AND NORTH 83 DEG 47' WEST 151
FEET FROM THE COMMON CORNER IN SECTIONS 1, 12, 6 AND 7 IN TOWNSHIP 5 SOUTH,
RANGES 9 AND 10 WEST, THENCE NORTH 88 DEG. 47' WEST 40 FEET; THENCE SOUTH 1 DEG.
WEST 64 FEET; THENCE SOUTH 89 DEG. 52' EAST 40 FEET; AND THENCE NORTH 1 DEG. EAST
64 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
12~;;;
3-14
DA~4F7
PARCEL 4:
LOT 3 IN BLOCK A OF THE ORANGE GROVE TRACTASSHOWN ON A MAP OF A RESUBDIVISION OF
THE ORANGE GROVE TRACT RECORDED IN BOOK 1 PAGE 14 OF
MISCELLANEOUS MAPS RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL 5:
LOT 1 IN BLOCK "A" OF GEOPPER'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A
MAP RECORDED IN BOOK 21, PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA.
13 ~ .. y __ _ _ _ __
3-15
~~~~,
EXHIBIT "B"
RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:
Community Redevelopment Agency of
the City of Santa Ana
20 Civic Center Plaza, M-25
P.O. Box 1988
Santa Ana 92702
FREE RECORDING REQUESTED PER GOVERNMENT
CODE SECTIONS 6103 & 27383. (Space Above For Recorder's Use)
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
STEADFAST COURTYARDS, L.P., a California limited partnership ("Grantor"),
does hereby grant to the Community Redevelopment Agency of the City of Santa
Ana ("Grantee"), fee simple title, subject to all easements, covenants, conditions,
restrictions and matters of record that may affect the Land (as defined below) that
certain real property located in the City of Santa Ana, County of Orange, State of
California, which real property is more particularly described in Schedule "1" attached
hereto ("Land"), together with all right, title and interest of Grantor in and to all buildings
and improvements now located on the Land.
Grantor hereby further grants to Grantee all easements, privileges and rights
appurtenant to the Land and pertaining or held and enjoyed in connection therewith and
all of Grantor's right, title and interest in and to any land lying in the bed of any street,
alley, road or avenue to the centerline thereof in front of, or adjoining the Land.
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed to be
effective as of date of recording.
STEADFAST COURTYARDS, L.P., a
California limited partnership
By: SRP Urban Development, Inc.,
Its General Partner
By:
Name:
Its:
[EXEMPLAR ONLY] DATE:
14 ~ ~ ,, ~,
3-16
~~~~r
CERTIFICATE OF ACCEPTANCE
Government Code Section 27281
This is to certify that the interest in real property conveyed by the Grant Deed to the
Community Redevelopment Agency of the City of Santa Ana, a public body, corporate
and politic ("Redevelopment Agency"), is hereby accepted by the undersigned officer or
agent on behalf of the Redevelopment Agency, pursuant to authority conferred by
adopted resolution of the Redevelopment Agency, and the Grantee consents to
recordation thereof by its duly authorized officer or agent.
By: Date:
Cynthia J. Nelson
Executive Director
15~ _ _ _ _ __ ___ __ _ __
3-17
~~s~~s
SCHEDULE "1" TO GRANT DEED
PARCEL 1:
LOT 1 IN BLOCK "A" OF ORANGE GROVE TRACT AS PER MAP RECORDED IN BOOK 31, PAGE 27
OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY, CALIFORNIA.
EXCEPT THEREFROM THE EAST 4-1/2 FEET, CONVEYED TO THE CITY OF SANTA ANA, FOR
WIDENING OF MAIN STREET.
PARCEL 2:
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
BEGINNING ATA POINT NORTH 1 DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 7 AND 12, IN TOWNSHIP 5
SOUTH, RANGES 9 AND 10 WEST, THENCE NORTH 1 DEG. EAST 52 FEET; THENCE NORTH 88
DEG. 47' WEST; 158 FEET THENCE SOUTH 1 DEG. WEST 52 FEET; THENCE SOUTH 88 DEG. 47'
EAST 158 FEET TO THE POINT OF BEGINNING.
PARCEL 3:
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT NORTH 1 DEG. EAST 718 FEET AND NORTH 83 DEG 47' WEST 151
FEET FROM THE COMMON CORNER IN SECTIONS 1, 12, 6 AND 7 IN TOWNSHIP 5 SOUTH,
RANGES 9 AND 10 WEST, THENCE NORTH 88 DEG. 47' WEST 40 FEET; THENCE SOUTH 1 DEG.
WEST 64 FEET; THENCE SOUTH 89 DEG. 52' EAST 40 FEET; AND THENCE NORTH 1 DEG. EAST
64 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL 4:
LOT 3 IN BLOCK A OF THE ORANGE GROVE TRACT AS SHOWN ON A MAP OF A RESUBDIVISION OF
THE ORANGE GROVE TRACT RECORDED IN BOOK 1 PAGE 14 OF
MISCELLANEOUS MAPS RECORDS OF ORANGE COUNTY, CALIFORNIA.
~6, 3 _.18.......
PARCEL 5:
LOT 1 IN BLOCK "A" OF GEOPPER'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A
MAP RECORDED IN BOOK 21, PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA.
~~~~~
EXHIBIT "C"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check or wire transfer. 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 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 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 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 and/or supplement to
any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy said real
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.
gig, ~ ___ 3_- 20