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HomeMy WebLinkAboutCOMMUNITY REDEVELOPMENT AGENCY (33)A-2011-174 AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT, entered into this 21st day of June, 2011, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic, (hereinafter referred to as the "Agency") and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City"). WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the V terms, conditions and provisions hereinafter set forth, City agrees to sell to Agency, and Agency agrees to purchase from City, all that certain real property (hereinafter referred to as "said real property") described as ° follows: N SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF -'7 (Commonly known as 415 and 423 S. Raitt Street, Santa Ana, CA) Said sale and purchase 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 City. City agrees to convey said real property to Agency, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the Agency has approved this Agreement. 2. Title to be Conveyed. City agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by City to Agency, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title except those exceptions shown in Paragraph 14 below. City hereby warrants that the title to said real property to be conveyed by City to Agency shall be free and clear as above provided. City further agrees that 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, lien, lease, 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 City to Agency, nor of any right which might accrue to Agency because of the failure of City to convey title as hereinabove provided. 3. Reserved. 4. Escrow. Agency agrees to open an escrow at the office of First American Title Insurance Company, 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 City and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. 1 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 "B" attached hereto and incorporated herein by this reference, in writing, delivered to the Agency and to the City within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Agency agrees to bear and Escrow Agent is hereby authorized to charge to the Agency 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 Agency. 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 "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. City 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 Agency is recorded which is allocable to that portion of the fiscal year which begins on the date the 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 City before conveyance of said real property to Agency. 6. Payment of Purchase Price. Agency agrees to pay to City, and City agrees to accept from Agency, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), severance damages, and relocation claims pursuant to Government Code §7260 et seq., the total sum of One Million Seventy Six Thousand Ninety Two Dollars and Ninety Six Cents ($1,076,092.96). Agency agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the parties have approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Agency upon and after: (a) Conveyance of said real property by City to Agency as hereinabove provided; (b) Acceptance by Agency of a Grant Deed conveying said real property to Agency; (c) Delivery to Agency of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to Agency. 7. Possession. City agrees to deliver to Agency, on the date the Deed conveying said real property to Agency is recorded, quiet and peaceful possession of said real property, which shall be made free by City of all personal property. 8. Waivers. The waiver by Agency of any breach of any covenant or agreement herein contained on the part of City shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or 2 agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs, Assiens, Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. 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. 11. Permission to Enter on Premises. City 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. 12. Just Compensation. City acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes any and all fixtures and equipment, goodwill (if any) and severance. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-22, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Agency is 20 Civic Center Plaza, M-25, Santa Ana, California, 92702. 14. Exceptions. Agency agrees to accept title to said real property subject to the following: None 15. 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. 16. Hazardous Waste. Neither City nor, to the best of City'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. Agency 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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et M. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as 3 amended by Liability Act, 42. U.S.C. 59601 et sec . (42 U.S.C. 59601). 17. Compliance With Environmental Laws. To the best of City'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. 18. Indemnity. City 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, 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. City shall not be responsible for acts or omissions to act post close of this escrow. 19. Contineency. 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. 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Agency and City. 21. 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. 22. 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. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24. 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. 4 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. 25. 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. 26. 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. 27. Applicability of Alueement 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. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow 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. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 30. Release. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of Civil Code section 1542, City hereby irrevocably and unconditionally releases and forever discharges the Agency and each and all of its officers, agents, directors, supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under, or in concert with the Agency from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which City at any time heretofore had or claimed to have or which City at any time hereafter may have or claim to have, including, without limitation, any and all claims related or in any manner incidental to this transaction. 5 IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written below. ATTEST: BY: \-P17!&2- c? Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph Straka Interim City Attorney/Agency General Counsel CITY OF SANTA ANA i BY: L. Paul Walters Interim City Manager COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic BY: L? cu t Lisa E. Storck, Assistant City Attorney Assistant General Counsel BY: 11 0-/n LU a e Nancy T. E ards Interim Exec five Director Order Number: OSA-3187423 Order Number: OSA-3187423 Page Number: 5 LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL 1: (APN: 007-273-12) BEGINNING AT A POINT 1232 FEET SOUTH OF A POINT IN THE CENTER OF FIRST STREET, WHICH IS 1942 FEET WESTERLY FROM THE CORNER COMMON TO SECTIONS 11, 12, 13 AND 14, IN TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN; RUNNING THENCE WESTERLY PARALLEL WITH THE CENTER LINE OF FIRST STREET, 443.4 FEET TO THE EASTERLY LINE OF ARTESIA STREET; THENCE NORTHERLY ALONG SAID EASTERLY LINE OF ARTESIA STREET 44 FEET TO THE SOUTHWEST CORNER OF THE PROPERTY CONVEYED TO PAUL W. LADIGES AND WIFE, BY DEED DATED DECEMBER 18, 1922 AND RECORDED IN BOOK 451 PAGE 70 OF DEEDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PROPERTY CONVEYED TO LADIGES, 443.4 FEET TO THE SOUTHEAST CORNER OF SAID PROPERTY; THENCE SOUTH 44 FEET TO THE POINT OF BEGINNING. PARCEL 2: (APN: 007-273-14) BEGINNING AT A POINT IN THE CENTER OF FIRST STREET, 1942 FEETWEST OF THE NORTHEAST CORNER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B AND M, AND RUNNING THENCE SOUTH 1320 FEET, MORE OR LESS, TO THE SOUTH LINE OF LOT 1 OF THE SEPULVEDA TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 197 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE WEST ALONG SAID SOUTH LINE 443.4 FEET, MORE OR LESS, TO THE EAST LINE OF ARTESIS STREET; THENCE NORTH ALONG SAID EAST LINES 1320 FEET, MORE OR LESS, TO THE CENTER LINE OF WEST FIRST STREET, AND THENCE EAST 443.4 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTH 1232 FEET THEREOF. FirstAme/ican Title 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 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 Agency 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. 8