HomeMy WebLinkAboutLIANG, INC.A-2016-258
PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
THIS AGREEMENT (hereinafter "PSA"), entered into on _____________,
201 6, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under
the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Liang, Inc., a California
Corporation (hereinafter "Seller"), (City or Buyer, and Seller jointly referred to as "Parties," individually as
"Party"), regardless of number or gender;
THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
purchase from Seller, that certain real property (hereinafter " Property") legally described as follows:
SEE EXHIBIT "A" — Legal Description
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 1111 N. Bristol Street, Santa Ana, CA 92703)
(APN: 405-274-10)
Said purchase and sale of the 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 the Property to City, by Grant Deed, at the office of
Commonwealth Land Title Company, 4100 Newport Place Dr., Newport Beach, California, within sixty (60)
days from and after the date on which the City has approved this Agreement.
2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly
provided, the Property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all
conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
encumbrances (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 15 below. Seller
hereby warrants that the title to the Property to be conveyed by Seller to City shall be free and clear as
provided above. Seller further agrees that acceptance by City of any deed to the 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 City of its right to the full and clear title
hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of
the failure of Seller to convey title as hereinabove provided. Other than as expressly provided in this
agreement, the City is purchasing the Property as is.
3. Title Insurance. Seller agrees to deliver to City, at City's sole cost, concurrently with the conveyance
of said real property to City, within the time and at the place hereinabove specified for said conveyance of
said real property, a policy of title insurance to be issued by the above mentioned title company, with the City
therein named as the insured, in the amount of Four Million Six Hundred Thirty -Five Thousand Two Hundred
and Forty -Five Dollars ($4,635,245.00) insuring the title of the City 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 city may hereinafter expressly
agree to take subject to.
4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Insurance
Company, 4100 Newport Place Dr., Newport Beach, California, (the Escrow Agent) within five (5) days from
and after the date on which City has approved this Agreement. This PSA constitutes the joint escrow
instructions of City and Seller and a duplicate original of this PSA shall be delivered to the Escrow Agent
upon the opening of the escrow. Escrow to close within sixty (60) days of City's execution of this PSA. If
escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen
conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then Buyer
may, at its option, request cancellation of escrow and this PSA and return of any funds it has deposited into
escrow. Thereupon, all obligations and liabilities of the Parties under this PSA shall cease and terminate. If
no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to
possession of the Property immediately upon close of Escrow.
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 City and to Seller within five (5) days after delivery of this
Agreement, shall carry out its duties as Escrow Agent hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to City the cost of any transfer taxes,
recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any
other closing costs incidental to the conveying of the Property to City. Penalties for prepayment of bona fide
obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code
Procedure Section 1265.240.
The liability to the Escrow Agent under this PSA is limited to performance of the obligations imposed upon it
under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement.
6. Property Taxes. Property taxes, if any, on the Property for the fiscal year within which the Property
is conveyed to City 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 deed conveying the Property to City is recorded which is allocable to that portion of the fiscal year which
begins on the date the deed conveying the Property to City is recorded and made uncollectible if unpaid by
reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that
Seller has prepaid any taxes or assessments attributable to the Property, Seller shall be solely responsible
for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist
Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or
otherwise pay Seller for that refund, if any, through or outside of Escrow.
All unpaid taxes on the 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 the Property to City.
6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as
and for the full purchase price for the Property, fixtures & equipment (improvements pertaining to the realty),
goodwill (if any), and severance damages, the total sum of Four Million Six Hundred Thirty -Five
Thousand Two Hundred and Forty -Five Dollars ($4,635,245.00) City agrees to deposit said
purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which
City has approved this Agreement after which the Escrow Agent is hereby authorized to pay the same to
Seller upon and after:
(a) Proper and valid execution and recordation of the Grant Deed conveying the Property by Seller to
City as hereinabove provided;
(b) Acceptance by City of the Grant Deed conveying said real property to City attached hereto as Exhibit
C, which by way of execution of this PSA by City shall be deemed acceptance thereof;
(c) Delivery to City of the policy of title insurance as hereinabove provided;
7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Property to
City is recorded, quiet and peaceful possession of the Property, which shall be made free by Seller of all
personal property.
8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct
statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver the same to City within
twenty-one (21) days of receipt thereof 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 City. Seller hereby agrees not to rent any units on the premises which
are vacant as of the date that this PSA is executed by seller, or which may be vacated by present occupants
prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units
vacant through the close of escrow. 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 the property of City during escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements,
tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless
from all liability from any such leases or agreements.
9. Waivers. The waiver by City of any breach of any covenant or provision herein contained on the part
of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant
or provision, nor a waiver of any breach of any other covenants or provision contained herein.
10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions
hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective
Parties hereto.
11. Time is of the Essence. In all matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall be of the essence.
12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation
at fair market value for said real property and includes payment for fixtures & equipment (improvements
pertaining to the realty), goodwill (if any), and severance damages.
13. Acknowledgment of Full Benefits and Release.
A. By execution of this Agreement, Seller, on behalf of itself, successors and assigns, hereby
acknowledges that this PSA provides full payment for the acquisition of the Property by Buyer, and
Seller hereby expressly and unconditionally waives any claim for compensation for injury;
precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss
or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements
pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or
personal property; any right to repurchase, leaseback, or receive any financial gain from, the sale of
any portion of the Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to
Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil
Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to
Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon
Seller pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and
attorney's fees and costs. 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 by Buyer. This release shall survive the Close of Escrow.
B. This PSA arose out of Buyer's efforts to acquire the Property through its municipal authority. Other
than obligations contained in this PSA, the Parties, on behalf of themselves, successors and assigns,
hereby fully releases each other, their successors, agents, representatives (including attorneys), and
assigns, and all other persons and associations, known or unknown, from any and all claims and
causes of action by reason of any damage which has been sustained or may be sustained as a result
of the acquisition of the Property by Buyer or to construct the works of improvement thereon, or any
preliminary steps thereto. This PSA does not, and shall not be construed to, require Seller to
indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct
improvements on the Property.
14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box
1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the
Seller is Liang, Inc., a California Corporation, is 11 Santa Eulalia, Irvine, California 92606.
15. Exceptions. City agrees to accept title to the Property subject to the following: NONE.
16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of
their PSA. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or
could have been raised in connection with the acquisition of the Property by City.
17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant,
occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any
hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the
Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit
the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on,
under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term
"Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any
local governmental authority, the State of California, or the United States Government, including, but not
limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous
waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section
25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law),
(ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division
20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and
Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv)
defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division
20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii)
polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous"
pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated
as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined
as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
U.S.C. S6901 et seg. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section
101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C.
59601 et sec. (42 U.S.C. S9601).
18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies
with all applicable laws and governmental regulations including, without limitation, all applicable federal,
state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other
environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution
Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental
Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules,
regulations, and ordinances of City within which the Property is located, the California Department of Health
Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the
Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.
19. [Intentionally Left Blank]
20. Contingency. It is understood and agreed between the Parties that the completion of this
transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of City
herein. The execution of these documents and the delivery of the same to the Escrow Agent constitutes said
acceptance and approval.
21. Modification and Amendment. This PSA may not be modified or amended except in writing signed
by the Seller and City.
22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of
which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the
remaining provisions of this PSA shall remain in full force.
23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience
only and are not to be considered in construing this PSA.
24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the
State of California.
25. No Reliance By One Party On The Other. Each party has received independent legal advice from its
attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The
provisions of this PSA shall be construed as to their fair meaning, and not for or against any Party based upon
any attribution to such Party as the source of the language in question.
26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other
person or entity has or shall acquire any rights hereunder.
27. Duty To Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute
and deliver such further documents (in form and substance reasonably acceptable to the Party to be charged)
and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and
conditions of this PSA, without cost.
28. Applicability of PSA To Assignees. This PSA shall be binding upon and shall inure to the benefit of
the successors and assigns of the Parties to this PSA.
29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature
herein below has the power, authority and right to bind their respective Parties to each of the terms of this PSA,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City
in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as
if fully set forth in the body of this PSA.
IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written
above.
SELLER:
Liang, Inc., a California Corporation
By: Date: " J 2016
Its:c✓f�Y'Gt
City/Buyer
City o anta A
David Cavazos
City Manager
Attest:
Maria . Huizar
City Clerk
Approved as to Form:
J S ndoval
C of ssistant City Attorney
for
ive Director
Works Agency
Date:
2016
Date: /`'6? 2016
Date: 7- , 2016
Date: 2016
EXHIBIT "B" (Commonwealth Land Title Company)
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 proration 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 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.
EXHIBIT "A"
LEGAL DESIRIPTION
All that certain real property situated in the County of Orange, State of Cafifornla, described as follows:
Parcel I of Parcel Map No. 87-340, in the City of Santa Ana, County of Orange, State of California, as shown
on a map filed In Book 237 Pages 48, 49 and 50 of Parcel Maps, records of Orange County, California.
Assessoes Parcel: Number: 405-274-10
RESOLUTIONS OF SPECIAL MEETINTG
OF
THE BOARD OF DIRECTORS OF
LIANG INC.
A California C(rrpuration,
1. Introduction
A special meeting of the Board of Directors of Liang Ino., a California
corporation, was held at I I Santa Ettlalia, lrviiief on May 27, 2016, at 1:30 prm.
2. Chair and Secretary
Cotriprising the entire board of directors of the corporation, Mr. Tch Shan tiang,
Fresideat & Director acting as Chair of the meeting, Ms, Chao, L. IJang, Director and
Corporate Secretar-y acting as Secretary of the meeting, and 11siang Fu Liang, Treasurer
of the corporation, attended the- meeting.
3. Adoption of Resolutions
On motim drily made, seconded, and urranimoosly carried, the 15011owing
resolutions were adopted:
RE SOLVED THAT the Board of Directions gmis Corporate So-cretary Chao L.
Liang authority to sign all documents relating to the sale of the property located at I I I I
N, Bristol Street„.Santa Ana, CA 92703.
'Wmed,t May 27,2016
'Cela Sh'W)
iatang -
President.
P,
'rrea5um,r
hao L. Lians,
D1 rector and Corporate Secretary