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HomeMy WebLinkAboutGONZALEZ, ALEJANDRA-2016INSURANCE NOT REQUIRED A-2016-271 WORK MAY PROCEED CLERK OF COUNCIL DATE /-11-1? SELL AND SALVAGE - Project: Bristol Street Improvement Project — Phase 3A APN: 405-274-10 Tenant-Seller: Alejandra Gonzalez dba La Modele AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ("Agreement") is entered into as of this 12day of o L1 LY 2016, by and between THE CITY OF SANTA ANA, a charter city and municipal cdrporation duty organized under the Constitution and laws of the State of California ("Buyer"), and ALEJANDRA GONZALEZ DBA LA MODELS ("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 raid for the consideration set forth in this Agreement, (a) all tight, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 1111 N. Bristol Street, Suite # B, 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 Improvements to be conveyed by Tenant -Seller 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 and the Retained Improvements are collectively referred to as the "Improvements". 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of: TEN THOUSAND TWO HUNDRED SIXTEEN AND NO/100 DOLLARS ($10,216.00) ("Purchase Price") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B Less the Salvage Value thereof $10,280.00 $64.00 TOTAL AMOUNT PAYABLE THROUGfI TI -IIS AGREEMENT $10,216.00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Sellcr agrees to execute a Quitclaim Deed In (lie same form as Ihat attached hereto as Exhibit D in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy hiteresl. d. T'caant-Seller will vacate the properly by 2 - -3/ 2016. S. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Decd will also convey from Tenant -Seller to Bayer all of Tenant -Seller's interest is 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 Tenaat-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 ally 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 peijury that Tenant -Seller is the owner of the hnprovements and that no document has been signed by or oil behalf of Tenant -Seller for the purpose of creating any lieu, encumbrance, or security interest ill any of the Improvcurents, 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 nulhorizcd agent's permission to enter upon (lie Premises at all reasonable limes 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 Stale 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 TNTERESTS. Ill the event any conflicting claim of title or any security interest or lien of nny 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, ill the sole opinion of Buyer, to protect Buyer against such claim 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 act amount to be paid to Tenant -Seller through this transaction. Buyer will act pay out the withheld funds or disburse ally withheld funds to ally 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 ally 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 trans tion for the Improvements. -It shall be presumed that the Properly owner is the owner of all improvements, . tares and equipment associated with the Premises other than the Improvements. 11, DISMISSAL Or EMINENT DOMAIN ACTION. If Buyer has previously filed an action to 0 m the Tenancy Interest and/or Tenant -Seder'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 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 fluids 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 -Seder 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 Improvements and the Tenancy htterest. 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 fiords when conditions of this Agreement have been satisfied by Buyer and Tenant -Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acknowledges that tine compensation paid to Tenant -Seller through this Agreement constitutes the fill and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Properly and the Tenancy Interest and any dislocation of Tenant -Seller from the Premises, specifically including, but not lini ted to the value of the Improvements, leaseliold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, 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 (but excluding relocation benefits to which Tenant -Seller may be entitled and the loss of business goodwill, if any), Tenant -Seder 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 "Releasees"), hereby release the other party, and its Releasees, 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 tine 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 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 ackriowledges 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: A. 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. 0 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 otter proceedings affecting the Improvements, the Tenancy htterest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closhtg, 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, 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 ally 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 warratttics and representations in this Paragrnplt 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WAS'T'E, 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, roofer, 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 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (IIazardous 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), (lii) 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 tinder 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. S6901 et seq. (42 U.S.C, 56903) 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 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 CottroI Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus. 23. INDEMNITY, Tenant -Seller agrees to indemnify, defend and ]told 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 tate transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, oder, 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 tine environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on (lie environment. This indemnity extends only to acts or omissions of Tertant-Seller herein. 24. ATTORNEYS' TEES, 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 on 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_agreentent between both parties; neither party 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, REMAINDER OF PAGE INTENTIONALLY LETT BLANIf, SIGNATURE PAGE FOLLOWS. VA Mailing Address of Tenant -Seller 2217 N. Spruce Santa Ana, California 92706 Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Tenant -Seller Alejandra Gonzalez dba La Modele By: Its: Cr Date: T _ 9ok Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager `� Date: ``" I /—( 1 Attest: Mama D. Huizar o City Clerk Date: l --// -,2017 Approved as to Form: By: _ Ase Sandoval C ,ief Assistant City Attorney Re7onre—Uld d fo ApprovaBy VK r red Mousavipour Executive Director - Public Works Agency Date: LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of grange, State of California, described as follows: Parcel 1 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. Assessor's Parcel Number. 405-274-10 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY L 0 C 0 1 T DESCRIPTION: 0 U FMV IN OLV N Y TENANTIMPROVEMENTS N A PLACE E D L 1 1 SIGNAGE EXTERIOR A A $ 2,316 $ 2 (8) LETTERS, INDIVIDUAL, 14" CHANNEL, ILLUM, A 3508 PLASTIC FACE 15 1 SURVEILLANCE SYSTEM A A 850 18 (7) CAMERAS 17 (1) RECORDER 18 (1) MONITOR, HP 17" 44 50 28 1 MUSIC SYSTEM 00 (2) SPEAKERS, 8", FLUSH CEILING A A 180 i0 4 30 31 TOTALTENANTIMPROVEMENTS $ 10,280 $ (�4) 32 33 34 35 NO FEE OWNED IMPROVEMENTS OBSERVED 0 0 0