HomeMy WebLinkAboutHUGO SOLORZANO HERNANDEZ-2016A-2016-364
SELL OF IPR AND GOODWILL
Project: Bristol Street Improvement Project - Phase 3A
APN: 405-274-10
Tenant -Seller: Hugo Solorzano Hernandez dba Hugos Computer
AGREEMENT FOR ACQUISITION OF TENANT -SELLER'S
INTEREST IN REAL PROPERTY
THIS AGREEMENT ("Agreement") is entered into as of this C)G day of
lie_Ca, bar- , 2016, by and between THE CITY OF SANTA ANA, a charter city and
municipal corporation duly organized under the Constitution and laws of the State of California
("Buyer"), and HUGO SOLORZANO HERNANDEZ DBA HUGOS COMPUTER ("Tenant -
Seller") for the acquisition by Buyer of certain interests in real property described herein.
IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. AGREEMENT. Tenant -Seller agrees to sell and convey to Buyer, and Buyer agrees
to purchase and acquire from Tenant -Seller, upon the terms and for the consideration set forth in
this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures
and equipment (collectively " Conveyed Improvements") located in, on, or affixed in any manner
to the premises known and numbered as 1111 N. Bristol Street, Suite H, Santa Ana, California
("Premises") which Premises are part of that real property described in Exhibit A attached hereto,
located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy
interest of Tenant -Seller ("Tenancy Interest") in and to the Premises and the Property. The
Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the
items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B.
The conveyed Improvements referred to as the "Improvements."
2. PURCHASE PRICE. The total purchase price, payable in cash through this
Agreement, shall be the sum of: FORTY ONE THOUSAND TWO HUNDRED NINETY
NO/100 DOLLARS ($41,290.00) ("Purchase Price") which is computed as follows:
Value of Conveyed Improvements as shown on Exhibit B $4,790.00
Loss of Business Goodwill $36,500.00
TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $41,290.00
3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant -Seller agrees to
execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer
("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and
interest in and to the Tenancy Interest.
4. Tenant -Seller will vacate the property by January 31, 2016.
5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will
also convey from Tenant -Seller to Buyer all of Tenant -Seller's interest in and to the Improvements,
which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens,
assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and
Closing (as defined below) of the transaction described herein shall be subject to Tenant -Seller's
vacation of the Premises and proof of clear title to all said Improvements having been obtained and
received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement.
6. RECORDING. Recordation of any documents delivered through this Agreement is
authorized if necessary or proper, upon acceptance by Buyer as described herein.
7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies
under penalty of perjury that Tenant -Seller is the owner of the Improvements and that no document
has been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, encumbrance,
or security interest in any of the Improvements, and that the Tenant -Seller does not know of any
claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the
Property, duly recorded; and (b) real and personal property taxes.
8. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants Buyer or its
authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of
this transaction for the purpose of making necessary inspections.
9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer
may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and
obtain a title report and/or a report from the Secretary of State's Office as to filings of security
interests covering the Improvements.
10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any
security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer
shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to
Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such
claire of interest or lien. The withholding of such funds shall not prevent Closing of this transaction
if the total funds to be withheld from Tenant -Seller do not exceed the net amount to be paid to
Tenant -Seller through this transaction. Buyer will not pay out the withheld funds or disburse any
withheld funds to any claimant or other party (except upon court order or levy) without the written
consent of Tenant -Seller.
A general creditor's claim shall not be deemed to be a claim against any specific
item of Improvements and Tenant -Seller hereby agrees to accept all responsibility therefore. 'Unless
otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment under this
transaction for the. Improvements. It shall be presumed that the Property owner is the owner of all
improvements, fixtures and equipment associated with the Premises other than the Improvements.
11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an
action to condemn the Tenancy Interest and/or Tenant -Seller's interest in the Improvements,
Tenant -Seller hereby consents to the dismissal of such action and waives any claims for
compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which
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might arise out of the filing of such action, whether or not such claim is specifically identified
herein. Tenant -Seller hereby authorizes Buyer to withdraw and make payable to Buyer any finds
deposited with the Court in any such eminent domain action.
12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim
Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the
Purchase Price to Tenant -Seller, subject to the following adjustments:
A. Pay and charge Tenant -Seller for any and all current and/or delinquent taxes
and any penalties and interest thereon, and for any delinquent or non -delinquent assessments or
bonds against the Irnprovements and the Tenancy Interest.
B. Pay and charge Tenant -Seller for any amount necessary to place title in the
condition necessary to satisfy Paragraphs 4 and 9 of this Agreement;
C. Disburse funds when conditions of this Agreement have been satisfied by
Buyer and Tenant -Seller.
13. FULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acknowledges that
the compensation paid to Tenant -Seller through this Agreement constitutes the full and complete
settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition
of the Property and the Tenancy Interest and any dislocation of Tenant -Seller from the Premises,
specifically including, but not limited to the value of the Improvements, leasehold improvements,
any and all claims for rental or leasehold value and any and all claims in inverse condemnation and
for pre -condemnation damages, and any and all claims for loss of business goodwill, and any and
all other claims that Tenant -Seller may have, whether or not specifically mentioned here, relating
directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy
Interest, and the loss of business goodwill (but excluding relocation benefits to which Tenant -Seller
may be entitled). Tenant -Seller hereby disclaims any right, title or interest in or to the Premises.
Tenant -Seller and Buyer and each and all of their agents, representatives, attorneys, principals,
predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively
`Releases"), hereby release the other party, and its Releases, and each of them from any and all
obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of
action, including without limitation those relating to just compensation or damages which any of
them now have, or might hereafter have by reason of any matter or thing arising out of or in any
way related to any condemnation action affecting the Property, the Improvements and the Tenancy
Interest. Additionally, Tenant -Seller hereby expressly and unconditionally waives any claims
(known or unknown) including loss of goodwill, severance damages, statutory interest, claims for
inverse condemnation or unreasonable pre -condemnation conduct, or any other compensation,
damages or benefits, arising from the acquisition of the Premises that Tenant -Seller may have
against Buyer, its officials, representatives, and attorneys.
14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant -
Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the
provisions of California Civil Code §1542, which provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
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executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
Tenant -Seller acknowledges that it and any others acting on its behalf herein may
have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and
which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless,
Tenant -Seller acknowledges that this Agreement has been negotiated and agreed upon in light of
that situation and hereby expressly waives any and all rights which it or others acting on its behalf
may have under California Civil Code §1542, or under any statute or common law or equitable
principle of similar effect.
Tenant -Seller: -�
15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of
the duly executed Quitclaim Deed from Tenant -Seller with respect to the Tenancy Interest and the
Improvements. This transaction is further subject to and contingent upon approval and acceptance
by Buyer.
16. AGREEMENT TO EXECUTE. Tenant -Seller and Buyer agree to execute and file
any additional agreements, consents or other documents reasonably necessary to effect the full and
complete settlement and purchase of the Improvements and the Tenancy Interest.
17. AUTHORIZATION TO EXECUTE. Tenant -Seller and Buyer represent and warrant
that the persons executing this Agreement are duly authorized to do so and to act on behalf of
Tenant -Seller and Buyer respectively.
18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement
of pending or potential litigation between Tenant -Seller and Buyer and shall never be treated as an
admission by Buyer for any purpose of liability or as to value of any property or claim.
19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases
contained herein and agreement concerning this transaction, all the rights and obligations created
under and pursuant to this Agreement shall survive the execution of the Agreement, the releases
contained herein and the Closing of this transaction.
20. WARRANTIES. REPRESENTATIONS AND COVENANTS OF TENANT -
SELLER. Tenant -Seller hereby warrants, represents, and/or covenants to Buyer that:
A. To the best of Tenant -Seller's knowledge, there are no actions, suits, material
claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy
Interest or any portion thereof, at law or in equity, before any court or governmental agency.
B. Until the Closing, Tenant -Seller shall maintain the Improvements and the
Premises in good condition and state of repair and maintenance, and shall perform all of its
obligations under any service contracts or other contracts affecting the Improvements and the
Premises.
C. Until the Closing, Tenant -Seller shall not do anything which would impair
Tenant -Seller's title to the Premises, the Improvements or the Tenancy Interest.
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D. All utilities including gas, electricity, water, sewage, and telephone, are
available to the Premises, and to the best of Tenant -Seller's knowledge, all such items are in good
working order.
E. To the best of Tenant -Seller's knowledge, neither the execution of this
Agreement nor the performance of the obligations herein will conflict with, or violate any of the
provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or
instrument to which Tenant -Seller, the Premises, the Improvements or the Tenancy Interest may be
subject.
F. Until the Closing, Tenant -Seller shall, upon learning of any fact or condition
which would cause any of the warranties and representations in this Paragraph 20 not to be true as
of Closing, immediately give written notice of such fact or condition to Buyer.
21. HAZARDOUS WASTE. Neither Tenant -Seller nor, to the best of Tenant -Seller's
knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or
transported any Hazardous Materials to or from the Property or the Premises. Tenant -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 Premises. The term "Hazardous Materials" 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 Govermrlent, 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety
Code, ',Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous
substance" under §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 §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 §25281 of the California Health and
Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v)
petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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 seq.
(42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. S6901, et
seq.(42 U.S.C. S6901).
22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant -Seller's
knowledge, the Premises and its use 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
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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.
23. INDEMNITY. Tenant -Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 Premises. 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, 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 acts or omissions of Tenant -Seller herein.
24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any
provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as its attorneys' fees and costs.
25. COUNTERPARTS. This Agreement may be executed in counterparts and when so
executed by both parties, each counterpart will constitute an original document.
26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth
herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the
parties hereto.
27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
both parties; neither patty relies upon any warranty or representation not contained in this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year set forth hereinabove.
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Mailing Address of Tenant -Seller
Edward O. Lear, Esq.
CENTURY LAW GROUP LLP
5200 W. Century Blvd., Ste. 345
Los Angeles, California 90045
Mailing Address of Buyer
20 Civic Center Plaza, M-30
Santa Ana, California 92701
Tenant -Seller
Hugo Solorzano Hernandez dba Hugos
Computer
By: a
Its: �� �L r_ ✓
Date: 102
Buyer
THE CITY OF SANTA ANA
By:
David avazos
City Manager
Attest:
By: Od 9 A"9
Maria D .' Huizar
City Clerk
Date: I i&E
Approved as to Form:
By: rfn °'6^
Jo M. Funk
Assistant City Attorney
Director - Public Works Agency
a/ /y /lG
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
All that certain real property situated in the County of Orange, State of California, 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 Paaes 48, 44 and 50 of Parcel Maps, records of Orange County, California.
Assessor's Parcel Number: 405-274-i0
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EXHIBIT B
IMPROVEMENTS PERTAINING TO THE REALTY
T DESCRIPTION: FMV IN
Y TENANTIMPROVEMENTS PLACE
SIGNAGE EXTERIOR 8 3,955
(6) LETTERS; INDIVIDUAL, 104 CHANNEL, ILLUM,
PLASTIC FACE
(P) LETTERS, INDIVIDUAL, 14" CHANNEL,ILLUTA,
PLASTIC FACE
(0) MONUMENT SIGN, I'X3' PLASTIC WNINYL DECAL
LETTERING
(8)SP WINDOW PAINT SIGNAGE,
(B)SF WINDOW PAINT SIGNAGE,
(12) LETTERS, WINDOW PAINT, 4' (PH#)
LOT CIO MISC IMPROVEMENTS 1,635
(48)LF OF SNAP MADE SHELVING WIFABRIC COVER,
TAPLED, L"JC(H (20)LF X 6`H SHOP MADE PARTtTiON,
PLYWOOD, TX4" FRAME
(30)LF SHOP MADE SNELVIENG (BACK ROOM) RAW
FINISH
(16)LF WORK COUNTER, MIX OF PRODUCTION AND
SHOP MADE
I420)SF SLOT BOARD DISPLAY PANEL, ASSOCIATED
BRACKETS, PEGS
(150)LF OF SHELVING, WHITE BOARD, MTL BRACKETS
(1) SECURITY DOOR, WOROUGHT IRON 34710 '
TOTAL TENANT IMPROVEMENTS 1 $ 4,790