HomeMy WebLinkAbout20A - AA - PURCHASE AND SALE OF CITY OWNED PROPERTYREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 20, 2015
TITLE:
PURCHASE AND SALE AGREEMENT WITH
SPYGLASS INVESTMENT GROUP FOR THE
SALE OF CITY -OWNED REAL PROPERTY AT
1232 SOUTH BRISTOL STREET
(STRATEGIC PLAN NO. 6, 1G; 3, 2C)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2 o Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Authorize the City Manager and Clerk of the Council to execute a purchase and sale
agreement with Spyglass Investment Group, for the sale of City -owned property located at
1232 and 1244 South Bristol Street in the amount of $2,000,000, subject to non -
substantive changes approved by the City Manager and City Attorney.
2. Approve an appropriation adjustment recognizing $2,000,000 in Community Development
Block Grant program income for fiscal year 2015 -16 from sale of City -owned property
located at 1232 and 1244 South Bristol Street and appropriate same to expenditure
account.
DISCUSSION
On September 15, 2015, the City Council authorized the negotiation for the sale of City -owned
real property at 1232 and 1244 South Bristol Street. Santa Ana Municipal Code (SAMC) Section
2 -709 allows for the direct negotiation and sale of City -owned property without the need for a
public auction or competitive bidding, upon a 213 vote of the City Council.
The subject properties, 1232 and 1244 South Bristol Street (APN 109 - 421 -21 and 22) have been
vacant for nearly twenty years and have been merged into one parcel to activate its potential
development use. The City has been approached by Spyglass Investment Group to develop the
vacant property into a state -of- the -art dialysis and kidney care center operated by DaVita.
The focus of this development will be a neighborhood /community -based development model that
will bring new medical services into an area that is currently underserved by these specific types
of medical services. The development use also adds to the existing medical cluster along Bristol
Street, which is currently anchored by South Coast Global Medical Center (formerly Coastal
Communities Hospital). It is anticipated that over 40 full time equivalent (FTE) jobs will be added
during the construction phase and over 68 permanent FTE jobs once the project has been
20A -1
Purchase and Sale Agreement — 1232 South Bristol Street
Spyglass Investment Group
Page 2
completed. The types of jobs are skilled positions, such as; physicians, registered nurses,
licensed practical nurses, and medical technicians. An executive summary with photos of
recently completed DaVita facilities from Spyglass is Included (Exhibit 1).
The City originally acquired the property for the purpose of eliminating slum and blight utilizing
Section 108 Loan Guarantee that was repaid with Community Development Block Grant (CDBG)
funding. Any revenues generated from CDBG activities must be recaptured as program Income
and utilized for a CDBG eligible purpose.
STRATEGIC PLAN ALIGNMENT
Approval of this Item also supports the City's efforts to meet Goal #6 Community Facilities &
Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City
assets), Strategy G (Develop and Implement the City's Capital Improvement Program in
coordination with the Community Investment and Deferred Maintenance Plans).
Approval of this item supports the City's efforts to meet Goal #3 Economic Development,
Objective #2, (Create new opportunities for businesstjob growth and encourage private
development through new General Plan and Zoning Ordinance policies), Strategy C (Support
business development and job growth along transit corridors through the completion of critical
transit plans /projects).
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The approval of the appropriation adjustment and receipt of funds from the sale of the property
will recognize program Income in the amount of $2,000,000 in the Community Development Block
Grant revenue account (no. 13518002 - 57071) and appropriate same to expenditure account (no.
13518783- 69011) during fiscal year 2015 -16. The reallocation of CDBG program funds for
projects is to be determined upon an amendment to the Annual Action Plan as needed, and
approval by the U.S. Department of Housing and Urban Development.
20A -2
Purchase and Sale Agreement — 1232 South Bristol Street
Spyglass Investment Group
Page 3
Executive Director
Community Develc
Agency
/ VN W.-
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JJ
Frelcl Mousavlpour
Executive Director
Public Works Agency
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Exhibit: 1. Spyglass Executive Summary
2. Purchase and Sale Agreement
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
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EXHIBIT 2
AGREEMENT
OF PURCHASE AND SALE
ASSESSOR PARCEL NUMBERS: 109 - 421- [21 -22]
THIS AGREEMENT of Purchase and Sale ( "Agreement'), dated October20, 2015,
is entered into by and between the CITY OF SANTA ANA, a California charter city and
municipal corporation ( "Seller) and SPYGLASS REALTY PARTNERS, INC., a California
corporation ( "Buyer") forthe acquisition by Buyer of certain real property described below.
RECITALS
A. Seller owns certain real property commonly known as Orange County
Assessor Parcel Nos. (APN) 109 - 421 -21 and 109- 421 -22, located at 1232 -1244 South
Bristol Street, in the City of Santa Ana, County of Orange, State of California. To facilitate
their sale, the parcels have been merged into one parcel per Lot Merger 2015 -08 to
activate its potential development and use. Buyer desires to purchase a fee interest in
such real property owned by Seller as more particularly described and depicted in
Exhibit "A ", attached hereto and made part hereof ( "Property ") and Seller desire to sell the
Property.
B. A copy of the Grant Deed for APN's 109- 421 -21 and 109 - 421 -22, filed with
the County of Orange as Document No. [INSERT DOCUMENT NUMBER], is attached
hereto as Exhibit "B" and is incorporated herein by this reference.
C. The subject Property was acquired by the Seller in 1996 as part of the St.
Andrew Place to McFadden Avenue Phase of the Bristol Street Improvement Project.
These two remnant parcels have been vacant for nearly twenty years and are not needed
for public use or improvements.
E. The parties desire by this Agreement to provide the terms and conditions for
the purchase and sale of the Property.
AGREEMENT
The parties therefore agree as follows:
1. PURCHASE
Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the
purchase price and upon the terms and conditions hereinafter set forth.
2. ESCROW
Upon execution of this Agreement by all parties, the parties shall open an escrow
( "Escrow') with Fidelity National Title Insurance Company ( "Escrow Holder"), whose
address is 1300 Dove Street, Suite 310, Newport Beach, CA 92660, Attention: Natalie
DuBois, for the purpose of consummating the purchase and sale of the Property, as
described herein. The date on which Escrow is opened with Escrow Holder shall be
1
20A -13
referred to as the "Effective Date." The parties shall execute and deliverto Escrow Holder
such escrow instructions prepared by Escrow Holder, as may be required to consummate
the transaction contemplated by this Agreement. If there is any inconsistency between
such instructions and this Agreement, this Agreement shall control unless the parties
expressively agree in writing otherwise. The Escrow instructions shall include the following
terms and conditions of sale:
2.1 Purchase Price
The total purchase price for the Property shall be the sum of Two Million
Dollars ($2,000,000.00) ( "Purchase Price ").
(a) Escrow Deposit. Within three (3) business days following the
Effective Date, Buyer will remit into escrow a deposit of Sixty Thousand Dollars
($60,000.00) ( "Escrow Deposit "). Such Escrow Deposit shall be fully refundable until the
expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow
Deposit shall be credited towards the Purchase Price paid to Seller as provided in this
Agreement.
(b) Closing Payment. The Purchase Price, as adjusted by the
application of the Escrow Deposit and by the proration and credits specified herein, shall be
paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this
Section 2.1(b) being herein called the "Closing Payment ").
(c) Independent Consideration. Escrow Holder shall pay portion
of the Escrow Deposit in the amount of One - Hundred Dollars ($100.00) ( "Independent
Consideration ") to Seller upon the earlier to occur of the Close of Escrow (as defined
below) or the termination of this Agreement for any reason. The Independent
Consideration constitutes bargained -for consideration forthis Agreement and Buyer's rights
under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of
Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of
Escrow Holder to pay the same to Seller, are unconditional and shall survive any
termination of this Agreement.
2.2 Close of Escrow
If Buyerdoes not exercise its right to terminate this Agreement under Section
2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow
shall close ( "Close of Escrow ") five (5) business days subsequent to Buyers attainment of
all of the Approvals (as defined below) including, without limitation, the building permit and
all related municipal approvals for the Intended Use (as defined below). If Escrow is not in
a condition to close by five (5) business days subsequent to Buyer's attainment of all of the
Approvals, Escrow shall be closed as soon as possible thereafter.
20A -14
2.3 Condition of Title to Property
Seller shall cause the conveyance of title to the Property to Buyer as
evidenced by an ALTA 2006 Owner's Policy of Title Insurance covering the Property and
any easements appurtenant thereto ( "Title Policy') issued by Fidelity National Title
Insurance Company ( "Title Company ") in an amount equal to the Purchase Price. During
the Due Diligence Period, Buyer shall have the right to obtain and examine: (f) an ALTA title
commitment (the "Title Commitment') binding the Title Company to issue the Title Policy
to Buyer; and (ii) an ALTA/ACSM survey of the Property. The Title Policy shall show as
exceptions with respect to the Property only matters approved in writing by Buyer, which
approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due
Diligence Period. Buyer shall in addition have approved in writing the legal description of
the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence
Period. At the Close of Escrow, Seller shall cause all standard title exceptions typically
appearing on an ALTA title insurance policy, including the gap exception, the exception
relating to parties in possession, the survey exception, and all exceptions related to
mechanics liens to be deleted from the Title Commitment.
2.4 Escrow and Closing Costs
Buyer shall pay the cost of the Title Policy, the Escrow Fees and all
documentary transfer fees and recording fees, as may be applicable, and all other costs
and expenses incurred related to the purchase of the Property by Buyer. If applicable,
Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs ").
Seller shall pay all other costs and expenses incurred by Seller related to the sale of the
Property.
2.5 Deposit of Funds and Documents
(a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the
Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing
Payment; and (iv) such other documentation as is necessary to close Escrow; provided,
however, that Buyer shall not be required to deposit the Closing Payment until Buyer has
been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the
documents and instruments to be delivered by Seller in connection with the sale of the
Property, (ii) Title Company is irrevocably and unconditionally committed to issue and
deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such
amount by or on behalf of Buyer.
(b) Prior to the Close of Escrow, Seller shall deposit into Escrow
(i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly
executed bill of sale, assignment and assumption agreement from Sellerwith respect to the
tangible and intangible personal property included in the Property; and (iii) such other
documents and sums, if any, as are necessary to close Escrow in conformance herewith.
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2.6 Buyer's Conditions Precedent to Close of Escrow
The obligation of Buyer to purchase the Property as contemplated by this
Agreement and the Close of Escrow is subject to satisfaction of each of the following
conditions:
(a) All representations and warranties of Seller set forth in this
Agreement shall be true and correct as of the date of the Close of Escrow;
(b) Seller shall timely perform all obligations required bythe terms
of this Agreement to be performed by it;
(c) The irrevocable and unconditional written agreement of Title
Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title
Policy, effective as of the date and time the deed is recorded;
(d) Buyer shall have thirty (30) calendar days, from the opening of
escrow ( "Due Diligence Period "), within which to perform and complete all of Buyer's due
diligence examinations, reviews and inspections of all matters pertaining to the Property,
including all leases and service contracts, all physical, environmental and compliance
matters and conditions respecting the Property, and satisfy its contingencies ( "Due
Diligence Investigations "). During the term of this Agreement, Seller shall provide Buyer
with reasonable access to the Property, as further set forth below. Within ten (10) days
following the Effective Date, Seiler shall deliver to Buyer true and complete copies of any
environmental reports, title documents and any other agreements, documents, or
information pertaining to the Property to the extent in Seller's possession or reasonably
obtainable by Seller. Seller will make every effort to provide all pertinent documents, but
Seller's inability or failure to provide any document shall not be considered a violation
subject to termination of the Agreement. At any time on or before the last day of the Due
Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no
reason, give written notice ( "Termination Notice ") to Seller electing to terminate this
Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied, the
Escrow Deposit (less the Independent Consideration) shall be immediately returned bythe
Escrow Holderto Buyer, and this Agreement, and the obligations of the parties hereunder,
shall terminate (other than those obligations that expressly survive a termination of this
Agreement). If Buyer fails to deliver the Termination Notice to Seller prior to the expiration
of the Due Diligence Period, then Buyer shall have no further right to terminate this
Agreement and have the Escrow Deposit (less the Independent Consideration) returned to
Buyer except as otherwise set forth herein.
(e) Buyer shall have obtained all final approvals, including, without
limitation, the building permit and all related municipal approvals (the "Approvals ")
necessary for developing the Property and constructing thereon, pursuant to a site plan
which is acceptable to Buyer, a building or buildings, together with parking, signage and
related site improvements (the "Intended Improvements ") appropriate for the operation of
an outpatient renal dialysis clinic, renal dialysis home training, aphaeresis services and
related office and administrative uses (the "Intended Use "), such that immediately following
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the Closing, Buyer shall be entitled to commence construction of the Intended
Improvements. In the event Buyer has timely submitted all required applications and plans,
and Seller has had sufficient opportunity to review such submittals, but Buyer still has not
obtained all of the Approvals within one (1) year following the Effective Date, Buyer shall
have the right, but not the obligation, to terminate this Agreement by written notice to Seller,
whereupon the Escrow Deposit (less the Independent Consideration) shall be immediately
returned by the Escrow Holder to Buyer, and this Agreement, and the obligations of the
parties hereunder, shall terminate (other than those obligations that expressly survive a
termination of this Agreement).
(f) No material adverse physical change to the Property, including
those caused by condemnation and/or casualty, shall have occurred subsequent to the
Effective Date and on or prior to the Close of Escrow.
2.7 Seller Conditions Precedent to Close of Escrow
For the benefit of Seller, the Close of Escrow shall be conditioned upon the
timely performance by Buyer of all obligations required by the terms of this Agreement.
2.8 License to Enter Property During Due Diligence Period
Seller licenses the Buyer and its contractors to enter the Property for the
purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary
and appropriate. The license given in this Section 2.8 shall only be effective until the earlier
of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any
Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence
Investigations during the Due Diligence Period at its sole cost and expense. The Buyer
shall abide by any reasonable condition(s) of entry onto the Property required by Seller,
whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer
shall not unreasonably disrupt any then - existing use or occupancy of the Property.
(a) Limitations. The Buyer shall not conduct any intrusive or
destructive testing of any portion of the Property, other than low volume soil samples,
without Seller's prior written consent. Following the conduct of any Due Diligence
Investigations on the Property, the Buyer shall restore the Property to substantially its
condition prior to the conduct of such Due Diligence Investigations.
(b) Indemnity. Buyer agrees to indemnify, defend and hold the
Seller, and its officers, employees and agents, harmless from and against all actual
damages, judgments, costs, expenses and fees arising from or related to any act or
omission of Buyer in performing its Due Diligence Investigations under this Agreement
(excluding discovery of any pre - existing conditions at the Property), except to the extent
arising out of the negligence or willful misconduct of Seller, its officers, employees or
agents.
(c) Insurance. Prior to any entry upon the Property by or on behalf
of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of
Buyer's liability insurance policy designating Seller as an additional insured. The foregoing
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certificate shall evidence that Buyer has obtained a policy or policies of comprehensive
general liability and property damage insurance against loss, damage or liability for injury to
or death of any person, or loss or damage to property occurring in or about the Property.
Such insurance shall include comprehensive general liability coverage for bodily injury and
property damage in the amount of at least $1,000,000.00 combined single limit, and shall
include automobile liability coverage for bodily injuryand property damage in the amount of
at least $1,000,000.00 combined single limit. The foregoing policyor policies shall contain a
provision that such policy or policies will not be cancelled, reduced in coverage, renewed or
otherwise amended in any manner until at least thirty (30) days prior written notice has
been given to Seller. Buyer shall see that insurance coverage as provided in this
paragraph is maintained throughout the duration of Buyer's right of entry onto the Property.
3. REPRESENTATIONS AND WARRANTIES OF PARTIES
3.1 Representation and Warranties of Seller
Seller makes the following representations and warranties with respect to the
Property, each of which shall survive Close of Escrow:
(a) The execution and delivery of this Agreement by Seller, Seller's
performance hereunder, and the consummation of the transaction contemplated hereby will
not constitute a violation of any order or decree or result in the breach of any contract or
agreement to which Seller is at present a party or by which Seller is bound; and
(b) To Seller's actual knowledge, no litigation and no governmental,
administrative or regulatory act or proceeding regarding the environmental, health and
safety aspects of the Property is pending, proposed or threatened; and
(c) Seller will not enter into any agreements or undertake any new
obligations prior to Close of Escrow which will in any way burden, encumber or otherwise
affect the Property without the prior written consent of the Buyer; and
(d) Seller, as a government agency, has not been subject to real
property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow
will subject the Property to an assessment from the Orange County Office of the Assessor
and shall be the obligation of the Buyer henceforth; and
(e) Seller is aware of its obligation under California Health and
Safety Code Section 25359.7 to disclose any knowledge which they may have regarding
any release of Hazardous Substances (as defined by applicable federal, state and local
statutes, rules and regulations) upon or under the Property. Seller warrants and represents
to Buyer that Seller is not aware that any such Hazardous Substances have been
generated, stored or disposed of upon or under the Property.
3.2 Representations and Warranties of Buyer
Buyer makes the following representations and warranties with respect to the
Property, each of which shall survive Close of Escrow.
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(a) Buyer hereby represents and guarantees that it will complete
construction and development of the Propertyfor the Intended Use within twenty -four (24)
months following the Close of Escrow, but does not represent nor guarantee the opening or
operation thereof. The proposed operation of a dialysis center by DaVita Healthcare
Partners, Inc. or an affiliate or subsidiary thereof ( "Tenant') on the Property is critical to the
Seller's decision to sell the Property to Buyer. The twenty -four (24) month timeframe shall
be tolled by any delays directly attributable to the actions or inactions of the Seller or
Tenant, by any natural causes outside the control of either party ( "Force Majeure "), or by
mutual agreement of the parties. If Buyer does not comply with this guarantee within the
timeframe provided, the Seller may opt to nullify the sale of the Property, at which time the
Property shall be returned to the Seller, including any and all improvements to the Property
completed by Buyer, in exchange for payment by the Seller to Buyer of eighty percent
(80 %) of the Purchase Price.
(b) The execution and delivery of the Agreement by Buyer, Buyer's
performance hereunder, and the consummation of the transaction contemplated hereby will
not constitute a violation of any order or decree or result in the breach of any contract or
agreement to which Buyer is at present a party or by which Buyer is bound; and
(c) No other action by Buyer is requisite to the valid and binding
execution, delivery and performance of this Agreement, except as otherwise expressly set
forth herein.
4. ACKNOWLEDGEMENT OF FULL BENEFITS
By execution of this Agreement, Seller hereby acknowledges that this Agreement
provides full payment for the acquisition of the Property by Buyer, and Seller hereby
expressly and unconditionally waives any claim for damages, interest, loss of goodwill,
severance damages, or any other compensation or benefits other than as already
expressly provided for in this Agreement, it being understood that this is a complete and full
settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever
relating to or in connection with the acquisition of the Property.
REMEDIES
If Seller defaults under this Agreement, then Buyer may either: (i) terminate this
Agreement by written notice to Seller, whereupon the Escrow Deposit (less the
Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer,
and this Agreement and the obligations of the parties hereunder shall terminate (other than
those obligations that expressly survive a termination of this Agreement); or (ii) bring an
action for specific performance of this Agreement. If Buyer defaults under this Agreement,
and such default is not cured within thirty (30) days following the date of Seller's written
notice of default to Buyer, then Seller may, as Seller's sole and exclusive remedy underthis
Agreement by reason of such default, terminate this Agreement by written notice to Buyer,
whereupon the obligations of the parties hereunder shall terminate (other than those
obligations that expressly survive a termination of this Agreement) and the Escrow Deposit
shall be delivered to Seller as full compensation and liquidated damages under and in
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connection with this Agreement, and in such event, Buyer shall not be liable to Seller for
monetary damages except for full payment of the amount of the Escrow Deposit due at the
time of termination and forfeiture of said Escrow Deposit to the Seller.
6. RIGHT OF POSSESSION
Seller hereby grants Buyer and its representatives, agents, consultants and
contractors, physical and legal possession of the Property effective as of the Close of
Escrow.
7. AS IS CONDITION
Buyer shall rely solely and exclusively upon the results of its Due Diligence
Investigations of the Property with regard to any physical condition or state of the Property.
By completing the purchase of the Property following its Due Diligence Investigations,
Buyer evidences its unconditional acceptance of the condition of the Property. Buyer
acknowledges and agrees that Buyer is purchasing the Property on an "AS -IS," "WHERE -
IS" basis. Buyer is not offering to purchase the property based on any representation by
Seller or Seller's agent except those expressly set forth in Section 3.1. Buyer hereby
acknowledges that the purchase of the Property is without warranties of any kind from
Seller, expressed or implied, except as expressly set forth in Section 3.1, as to the
condition of the Property or its improvements, if any, including, without implied limitation,
soils, access to the Property or to utilities, appliances, structure utility systems, roof,
foundation, landscaping or any other component of the Property. Seller does not warrant
that the Property conforms with anyordinances, including, without implied limitation, zoning
or building ordinances.
8. MISCELLANEOUS
8.1 Notice
Any notice to be given or other document or documents to be delivered to
either party by the other hereunder may be delivered (a) in person, (b) by overnight courier,
(c) by facsimile or as a PDF or similar attachment to an email (provided that such facsimile
or email attachment shall be followed within one (1) business day by delivery of such notice
pursuant to clause (a), (b) or (d)), or (d) by United States Mail in the State of California, duly
registered or certified, with postage prepaid, and addressed as follows:
Seller: City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
Attn: Executive Director, CDA
Facsimile:
E -mail:
Buyer: Spyglass Realty Partners, Inc.
17802 Mitchell North
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Irvine, CA 92614
Attn: Richard M. Mayo, President
Facsimile: 949 - 502 -2997
E- Mail: rmayo @spyglassinvestmentco.com
Any notice or other document sent by personal delivery, overnight courier or
registered or certified mail as aforesaid shall be considered to have been effectively served
or delivered on the day of actual delivery (whether accepted or refused) as evidenced by
printed confirmation if by facsimile or email (provided that if any notice or other
communication to be delivered by facsimile or email attachment as provided above cannot
be transmitted because of a problem affecting the receiving party's facsimile machine or
computer, the deadline for receiving such notice or other communication shall be extended
through the next business day), as shown by the addressee's return receipt if by certified
mail, and as confirmed by the courier service if by courier; provided, however, that if such
actual delivery occurs after5:00 p.m. (local time where received) oron a non - business day,
then such notice or communication so made shall be deemed effective on the first business
day after the day of actual delivery.
8.2 Time of Essence
Time is of the essence with respect to each and every provision hereof.
8.3 Assignment
Neither this Agreement, nor any interest herein, shall be assignable by any
party without prior written consent of the other, non - assigning party hereto. For Seller, the
Executive Director of the Community Development Agency shall have the authority to
review and approve or deny any request for assignment.
8.4 Governing Law
All questions with respect to this Agreement, and rights and liabilities of the
parties hereto, shall be governed by the laws of the State of California. Venue shall be in
the County of Orange.
8.5 Inurement
Subject to the restrictions against assignment as herein contained, this
Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors
in interest, personal representatives, estates, heirs and legatees of each of the parties
hereto.
8.6 Attorney Fees
In the event of any controversy, claim or dispute between the parties hereto,
arising out of or relating to this Agreement or the breach thereof, the prevailing party shall
be entitled to recover from the other party reasonable expenses, attorney fees and costs.
20A -21
8.7 Entire Agreement
The Agreement contains the entire Agreement of the parties hereto, and
supersedes any prior written or oral agreements between them concerning the subject
matter contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between the parties hereto, relating to the subject matter
contained in this Agreement which are not fully expressed herein.
8.8 Additional Documents
All parties hereto agree to execute any and all additional documents and
instruments necessary to carry out the terms of this Agreement.
8.9 No Merger
All warranties, representations, acknowledgements, releases, covenants and
obligations contained in this Agreement shall survive delivery and recordation of the grant
deed.
8.10 Authority to Execute Agreement
The persons executing this Agreement and the instruments referenced herein
on behalf of Buyer and Seller hereby represent and warrant that such persons have the
right, power and authority to bind Buyer and Seller, respectively.
8.11 Counterparts
This Agreement may be signed in counterpart or duplicate copies, and any
signed counterpart or duplicate copy shall be equivalent to a signed original for all
purposes.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO AGREEMENT
OF PURCHASE AND SALE
ASSESSOR PARCEL NUMBER: 109 - 421- [21 -22]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
SELLER:
CITY OF SANTA ANA, a California charter city and
municipal corporation
By:
David Cavazos
City Manager
ATTEST:
By:
Maria Huizar
City Clerk
APPROV 6ant FORM:
By:
R a ge
Ass y Attorn ey
BUYER:
SPYGLASS REALTY PARTNERS, INC.,
a California corporation
0
Richard M. Mayo
President
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
All right, title and interest of Seller in and to that certain real property located in the City of
Santa Ana, Orange County, California, described as follows:
PARCEL 1:
IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA
THAT PORTION OF LOT "I" OF THE REVISED PLAT OF THE WEST TRACT, AS
SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 13, OF MISCELLANEOUS MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
THE EAST 240.00 FEET (MEASURED TO THE CENTERLINE OF BRISTOL STREET
EXCEPTING THEREFROM THE NORTH 997.00 FEET.
ALSO EXCEPTING THEREFROM THE SOUTH 30.00 FEET INCLUDED WITHIN TRACT
NO. 3244, AS SHOWN ON A MAP RECORDED IN BOOK 99, PAGES 14 AND 15 OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
ALSO EXCEPTINGTHEREFROM THE EAST 75.00 FEET SHOWN AS PART OF
BRISTOL STREET ON RECORD OF SURVEY 2006 -1126, RECORDED IN BOOK 224,
PAGES 23 THROUGH 26, INCLUSIVE OF RECORD OF SURVEYS, IN THE COUNTY OF
ORANGE, STATE OF CALIFORNIA.
CONTAINING AN AREA OF 44,715 SQUARE FEET (1.03 ACRES), MORE OR LESS.
SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND ANY OTHER
RIGHTS OF RECORD.
APN 109 - 421 -[21 -221
together with all easements, rights -of -way, and appurtenances benefiting such land ( "Land "),
and all improvements, structures and fixtures now or on the Close of Escrow located upon the
Land.
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EXHIBIT "B"
ORANGE COUNTY RECORDER DOCUMENT NO [INSERT DOCUMENT NO.1
[attached behind this page]
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