HomeMy WebLinkAboutPacific Southwest Realty - 1988-01-01 t` (rzj
REQUEP FOR CITY COUNCIPACTION
July 5, 1988
Date
Submitted to: Honorable Mayor and City Council Members
Submitted by: Paul E. Cook, City Administrator PC;
Prepared by: Douglas N. La Belle, Deputy City Administrator/Community Develop t
Subject: AUTHORIZE THE EXECUTION OF A REVISED CONTRACT OF SALE FOR
5 t� TWO PARCELS: APN 24-148-11 & 21 (SECURITY PAC ED BY CITY COUNCIL
.11 - 1985
Consistent with Council Policy? Yes [ ] New Policy or Exceptio
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative cflo s,AttaChmentstITY cI
STATEMENT OF ISSUE:
The City Council has previously approved the purchase by the City of property owned by
Security Pacific Bank located at Walnut Avenue between Main and 3rd Street to allow for
construction of a parking structure. That purchase was subject to the contract being
executed by Security Pacific Bank as prepared and transmitted by the City Attorney.
Modifications to that contract have been made by Security Pacific Bank, and the revised
contract has been agreed upon.
RECOMMENDATION:
Authorize the execution of the revised contract with Security Pacific Bank (Pacific
Southwest Realty).
ANALYSIS:
The City Council has authorized the appraisals and negotiations for the purchase of
properties to accommodate construction of a parking structure within the Main-Pier
Project Area. The Staff has negotiated with the bank's officers and corporate board to
purchase these parcels and improvements.
FUNDING SOURCE:
Certificates of Participation Account 710-701
ALTERNATIVE ACTION:
Do not approve the land and improvements acquisition or modify the offer.
ATTACHMENTS:
1. Map of property
2. Revised contract with Security Pacific Bank (Pacific Southwest Realty)
(0183d)
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THE CONTRACT WITH SECURITY PACIFIC BANK
(PACIFIC SOUTHWEST REALTY) WILL BE
DELIVERED ON FRIDAY
AGREEMENT FOR SALE OF REAL PROPERTY
BETWEEN PACIFIC SOUTHWEST REALTY,
A DELAWARE CORPORATION, AND THE
CITY OF HUNTINGTON BEACH
This Agreement made this t day of June, 1988 by
and between THE CITY OF HUNTINGTON BEACH, California, a municipal
corporation ( "BUYER" ) , and PACIFIC SOUTHWEST REALTY, a Delaware
corporation, ( "SELLER" ) , for the purchase by BUYER of certain real
property .
Whereas, SELLER is the owner , in fee, of certain real property
located in the City of Huntington Beach, California more fully
described as :
Lots 1, 3 , 5 , 7 and 9 in Block 203 of Huntington Beach, as per
map recorded in Book 3 , Page 38 of Miscellaneous Maps in the
Office of the County Recorder of said county, and
Lots 2 and 4 in Block 203 of Huntington Beach, in the Rancho
Los Bolsas, as shown on a map recorded in Book 3 , Page 36 of
miscellaneous maps, records of Orange County, California .
Excepting and reserving all oil , hydrocarbon substances and
minerals of every kind and character lying more than 500 feet
below the surface of said land, together with the right to
drill into, through, and to use and occupy all parts of said
land lying more than 500 feet below the surface thereof for any
and all purposes incidental to the exploration for and
production of oil , gas , hydrocarbon substances or minerals from
said land or other lands but without , however , any right to
use either the surface of said land or any portion of said
land within 500 feet of the surface for any purpose or
purposes whatsoever .
BUYER desires to purchase said property for cash and
SELLER desires to sell property to the BUYER:
NOW THEREFORE, the parties agree as follows :
1 . PURCHASE PRICE . The purchase price for the real property
is One Million and no/100 Dollars ($1,000 ,000 . 00 ) .
2 . ESCROW. BUYER and SELLER agree to execute the escrow
instructions and do all things necessary to complete said escrow
in conformance therewith as attached hereto and incorporated
herein by this reference as Exhibit "A" .
3 . CONDITIONS OF CLOSING . The close of escrow is
conditioned upon:
a . Conveyance to the City of good and marketable title
subject to the approval of the City Attorney.
b. Delivery of California Land Title Association (CLTA)
title insurance policy in the amount of the full purchase price
subject only to such liens, encumbrances, clouds or conditions as
set forth in Section 3, Page 1 , of Exhibit "A" hereto .
C. Delivery of possession of said property to BUYER or
its nominee, immediately on close of escrow, free and clear of all
uses and occupancies except as BUYER may agree in writing.
4 . FAILURE OF CONDITIONS . Should any of the conditions
specified in Paragraph 3 of this Agreement fail to occur within
thirty (30 ) days after the date hereof, each party hereto shall
have the power to give written notice to the escrow holder to
cancel such escrow, terminate this. Agreement and recover all
documents and/or amounts paid to escrow holder on account of the
purchase and sale of said property, and there shall be no further
liability on either party hereto as a consequence thereof .
5 . PRORATIONS . Assessments, bonds, real property taxes
( including any water tax or water tax hereto against said property
for the furnishing of water thereto) , insurance premimums, and
possessory interest taxes shall be prorated between SELLER and
BUYER on the basis of thirty (30 ) day months as of 12 :00 midnight
on the date of the close of escrow pursuant to this contract .
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6 . BROKER'S COMMISSIONS
a. SELLER hereby represents and warrants to BUYER that
SELLER has not incurred any obligation to any third party for the
payment of any real estate commission, finder ' s fee or other like
sum in connection with the sale of the property to BUYER, and
SELLER hereby agrees to indemnify and hold BUYER harmless from and
against any and all claims, demands, causes of action, and costs,
including attorneys ' fees and costs, made, brought or sought
against or from BUYER arising out of any agreement, for the
payment of a real estate broker ' s commission, finder ' s fee or
other like sum, entered into between SELLER and a third party in
connection with the sale of the Property to BUYER.
b . BUYER hereby represents and warrants to SELLER that
BUYER has not incurred any obligation for the payment of any real
estate broker 's commission, finder 's fee or other like sum in
connection with the sale of the Property to BUYER, and BUYER
hereby agrees to indemnify and hold SELLER harmless from and
against any and all claims, demands, causes of action and costs,
including attorneys ' fees and costs, made, brought or sought
against or from SELLER arising out of any agreement, for the
payment of a real estate broker 's commission, finder 's fee or
other like sums, entered into between BUYER and a third party in
connection with the sale of the Property to BUYER. However, BUYER
has employed John Cutler and Associates as a representative of
BUYER and BUYER is responsible for John Cutler and Associates '
hourly fee.
7 . EXPENSES OF ESCROW. The following expenses of the escrow
described in this Article shall be paid by BUYER:
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a . The full cost of securing the title insurance
policy described in this Agreement and documentary transfer taxes .
b. The cost of preparing, executing, and acknowledging
any deeds or other instruments required to convey title to BUYER
or his nominees in the manner described in this Agreement .
C. The cost of recording a grant deed required to
convey title to said property to BUYER or his nominees as
described in this Agreement .
d . Any escrow fee charged by the escrow holder in
addition to the cost of the title insurance policy.
e. It is the understanding of the parties that SELLER
shall not be responsible for any costs related to the escrow or
the transaction, except as specifically set forth herein.
8 . OWNER'S REPRESENTATIONS, COVENANTS AND WARRANTIES . As an
express condition precedent to the Close of Escrow for BUYERS '
benefit, and in addition to any other representations, covenants
and warranties contained in this Agreement, SELLER makes the
following representations and warranties, each of which is true in
all respects as of the date of this Agreement, and shall be true
in all respects as of the closing date (as defined in the Escrow
Instructions) :
a. Authority to Sign. This Agreement and all the
documents executed by the SELLER that are to be delivered to the
BUYER at closing are, and at the closing will be, duly authorized,
executed and delivered to the BUYER; are, and at the closing will
be, to the best of the SELLER'S knowledge, sufficient to convey
title if they purport to do so; and do not, and at the closing
will not, to the best of SELLER'S knowledge, violate any
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provisions of any agreement to which the SELLER is a party or to
which SELLER is subject, including without limitations, any prior
options, purchase agreements and/or escrow instructions . .
b. Existing Contracts . To the best of SELLER's
knowledge, at the closing there will be no outstanding contracts
made by the SELLER for any improvements to the property that have
not been fully paid, and the SELLER shall cause to be discharged
( in such a manner that the Title Company will not show the lien( s)
as an exception(s) to title under the Title Policy) , all
mechanics ' or material men ' s liens arising from any labor or
materials furnished to the property prior to the closing .
C. Litigation. To the best of SELLER'S knowledge,
SELLER is not involved in, nor does SELLER have knowledge of, any
claim, proceeding or threatened litigation, administrative or
governmental proceeding or investigation, relating to or otherwise
affecting the property or the ability of SELLER to deliver good
and marketable fee simple title to the property to BUYER.
d. Tenants. To the best of SELLER'S knowledge, there
are no tenants on the property except those approved in writing by
BUYER.
9 . PROPERTY SOLD "AS IS" .
a . BUYER's ACCEPTANCE OF PROPERTY "AS IS" . Seller makes
no covenant, representation, or warranty as to the suitability of
the Property for any purpose whatsoever or as to the physical or
chemical condition of the Property or neighboring properties .
BUYER acknowledges that it will inspect the Property and
neighboring properties prior to the close of escrow as set forth
herein, and shall observe the physical and chemical
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characteristics and existing conditions of the Property and
neighboring properties, and having had the opportunity to
conduct such investigation and study on and of said Property and
neighboring properties as it deems necessary, BUYER hereby waives
any and all objections to or complaints about physical or chemical
characteristics and conditions which may exist now or in the
future, including, without limit, the presence of asbestos and
asbestos-containing materials, polychlorinated biphenyls ( "PCB" ) ,
PCB items, PCB articles, PCB equipment, PCB containers, and PCB
article containers, radon, urea formaldehyde, methane gas,
petroleum and petroleum derivatives, products, by-products and
wastes, and subsurface conditions and solid and hazardous wastes
and hazardous substances on, under, about or related to the
Property and neighboring properties . BUYER further acknowledges
and agrees that the Property is to. be sold and conveyed to and
purchased and accepted by BUYER, in its present condition, "AS
IS" , and BUYER, hereby assumes the risk that adverse physical
and/or chemical characteristics and existing and/or future
conditions may not have been revealed by its investigation.
"Hazardous wastes" and "hazardous substances" shall mean any
substances which are defined as hazardous substances or hazardous
wastes or hazardous materials or pollutants or contaminants under
any federal, state or local law, statute, regulation or ordinance.
b. BUYER's RELEASE OF SELLER. BUYER hereby waives,
releases, acquits and forever discharges SELLER and all its
related entities, including but not limited to Security Pacific
Corporation and its subsidiaries, and their respective partners,
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employees and agents or any other person acting on behalf of
SELLER or its related entities, of and from any and all claims,
actions, causes of action, demands, rights, damages, costs,
expenses, penalties, or compensation whatsoever, direct or
indirect, known or unknown, forseen or unforseen, which BUYER now
has or which may arise in the future on account of or in any way
growing out of or in connection with any physical or chemical
characteristics or existing or future condition including, without
limit, the presence of asbestos, asbestos-containing materials,
PCB, PCB items, PCB articles, PCB equipment, PCB containers, PCB
article containers, radon, urea formaldehyde, petroleum and
petroleum derivatives, products, by-products and wastes,
subsurface conditions and solid and hazardous wastes and hazardous
substances, on, under, about or related to the Property and
neighboring properties, or any law or regulation applicable
thereto .
c. ASBESTOS REPORT. Without limiting the, broad scope
of SELLER's disclaimers or BUYER's acceptance, release or
indemnification as set forth herein, SELLER has ordered an
Asbestos Report ( "Report" ) for the Property. SELLER shall through
Escrow Holder provide BUYER with a copy of the Report. Upon
receipt of the Report by BUYER, BUYER shall have three (3 )
business days in which to approve or disapprove of the Report .
Buyer 's failure to disapprove of the Report within said three-day
period shall be deemed an approval . By making such Report
available to BUYER, SELLER makes no representation or warranty
that the information contained in the Report is correct or that
the Report contains all information which BUYER may consider
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material in making any decision pertaining to the Property or
that SELLER has inspected or investigated as to the existence or
non-existence of any other physical or chemical condition or
characteristic of the Property, including but not limited to the
presence of asbestos, asbestos-containing materials, PCB, PCB
items, PCB articles, PCB equipment, PCB containers, PCB article
containers, radon, urea formaldehyde, methane gas, petroleum and
petroleum derivatives, products, by-product and wastes, subsurface
conditions, solid or hazardous wastes or hazardous substances, on,
under, about, or related to the Property or neighboring
properties, and BUYER expressly acknowledges that SELLER'S
delivery of the Report to BUYER is made solely for the information
of BUYER and is not to be and shall not be relied upon in any way
by BUYER.
d . BUYER's INDEMNIFICATION OF SELLER. With respect to
all matters which arise after BUYER takes possession of the
premises, BUYER agrees to indemnify and hold harmless SELLER, and
its related entities, including but not limited to Security
Pacific Corporation and its subsidiaries, and all of their
respective partners, employees, agents and any other person acting
on their behalf ( "Indemnitees" ) from and against all liability,
claims, penalties, costs (including without limit reasonable
attorneys ' fees, consultants ' fees and litigation costs including
but not limited to COSTS OF
SETTLEMENT) and demands on account of injury to persons, including
death, and damage to property resulting from or arising out of
contamination of or adverse effects on the environment, or any
violation of governmental laws, regulations or orders pertaining
-8-
to any physical or chemical characteristics of existing or future
conditions of the Property or neighboring properties, including
but not limited to the presence of asbestos, asbestos-containing
materials, PCB, PCB items, PCB articles, PCB equipment, PCB
containers, PCB article containers, radon, urea formaldehyde,
petroleum, petroleum derivatives, by-products, products and
wastes, subsurface conditions and sold and hazardous wastes and
hazardous substances presently on, under, about, or related to the
Property which may arise after close of escrow.
e. INSPECTION. The physical and chemical inspection
( "Inspection" ) shall take place during normal business hours
within 15 business days of opening of escrow and BUYER shall give
SELLER 24 hours ' advance notice of the time of such Inspection.
BUYER shall give escrow holder written notification of his
approval or disapproval of said Inspection within 21 business days
of completion of said Inspection. BUYER shall be solely
responsible for all costs and expenses associated with said
Inspection, and shall keep the Property free and clear of any
liens, repair all damage to the Property, including but not
limited to restoring the Property to its original condition, and
indemnify and hold SELLER harmless from and against all liability,
claims, damages or costs of any kind whatsoever, including
attorney's fees, arising from or connected with such. Inspection.
f . INSPECTION DISCLOSURE . BUYER shall disclose all
information obtained in the Inspection of the Property to SELLER
and shall provide SELLER with copies of all reports and other
documents generated by the Inspection. Prior to commencement of
the Inspection BUYER must submit to SELLER for its prior written
-9-
approval all work plans for the Inspection .
10 . ATTORNEY 'S FEES. In the event of any controversy, claim
or dispute arising out of or relating to this Agreement or the
escrow or any breach of either, the prevailing party shall be
entitled to attorney's fees .
11 . THREAT OF CONDEMNATION., The parties agree that the
property being conveyed is under threat of condemnation by the
BUYER. BUYER agrees to supply SELLER with a letter evidencing its
intention to condemn prior to close of escrow herein.
12 . NOTICES. Any and all notices or other communications
required or permitted by this Contract or by law to be served on
or given to either party hereto, BUYER or SELLER, by the other
party hereto, or by the escrow holder shall be in writing and
shall be deemed duly served and given when personally delivered to
any of the parties, BUYER or SELLER, to whom it is directed, or in
lieu of such personal service when deposited in the United States
mail, first-class postage prepaid, addressed to the parties at the
address shown below. SELLER may change his address for the
purposes of this section by giving written notice of such change
to the BUYER in the manner provided in this section.
Address : (SELLER) Address: (BUYER)
Pacific Southwest Realty City of Huntington Beach
a Delaware Corporation c/o Office of the City Attorney
600 Wilshire Boulevard of the City of Huntington Beach
Fourth Floor P.O. Box 2740
Los Angeles, CA 90017 Huntington Beach, CA. 92647
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13 . ENTIRE AGREEMENT . This instrument including Exhibit "A"
contains the entire agreement between BUYER and SELLER
respecting said property, and any agreement or representation
respecting said property or the duties of either BUYER or SELLER
in relation thereto not expressly set forth in this instrument is
null and void.
i°
EXECUTED on , 1988 , at Orange County,
California .
SELLER: BUYER:
PACIFIC SOUTHWEST REALTY, The CITY OF HUNTINGTON BEACH,
a Delaware Corporation a municipal corporation of the
State of California
B y: - ' -
JULES S. RICKLESBa r Pro Tem
' N Vice President
By, c
ATTEST: TEVEN T. OHIGASHI OVEq 0 FO
,4l�uQ M. Lua�vfwoa A�s� t Vice Presiden+ ,
may. Agency glerk ity A rney
REV IE APPR�VETD kiector
AT A D V D:
City Administrator City Administrator/
of Community Development
rf
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F�F'C1NN 1. 2_ . 19c,8 1 1 : 3 7 F'
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PARCEL NO; 024-148-011 & -21
TITLE REPORT NO; 1447617 and 1493672
PROJECT: MAIN-PIER REDEVELOPMENT
AGREEMENT FOR ACQUISITION OF REAL PROPERTY
(ESCROW INSTRUCTIONS)
TITS AGREEENT is entered into this day of 198_, by and
between the CITY OF HUNTINGTON BEACH, (hereinafter called T1 Buyer"), and the
undersigned owner(s) (hereinafter called "Seller") for acquisition by Buyer of
certain real property hereinafter set forth.
IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1, AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, upon the terns and for the consideration set forth
in this agreement, all that certain real property (hereinafter called "Property")
situated in the City of HUNTINGTON BEACH, County of ORANCE, State of California,
and legally described as follows:
•lVel�
1J�
Excepting and reserving all oil, hydrocarbon substances and ,Minerals of every kind
and character lying more than 500 feet below the surface of said land, together
with the right to drill into, through, and to uae and occupy all parts of said land
lying more than 500 feet below the surface thereof for any and all purposes
incidental to the exploration for and production of oil, gas, hydrocarbon
substances or minerals from said or other lands but without, however, any right to
use either the surface of said land or any portion of said land within 500 feet of
the surface for any purpose or purposes whatsoever.
2. PURCHASE PRICE. The total purchase price, payable in cash through escrow
shall be the sum of
ONE MILLION DOLLARS AND NO11OO. . . ... . . . . . . . . . . . . . .. . . . . . .DOLLAI2S($1,000,000.00)
3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer
marketable fee simple title to the Property free and clear of all recorded liens,
encumbrances, assessments, easements, leases and taxes EXCEPT:
A. Taxes: Fiscal Year 1988-89, a lien not yet due or payable.
B. Quasi-public utility, public alley, public street easements and rights! of way
of record.
C. Items numbered 1,2,3,4,S of the above referenced title report number 1447617
issued by FIRST AMERICAN TITLE INSURANCE COMPANY dated DECEMBER- 30. 1987-and
Items numbered 1,2,3,4,5,E and 7 of the above referenced title report number
1493672 issued by FIRST AMERICAN TITLE INSURANCE COMPANY dated APRIL 12, 1988,
See Exhibits "V and "B-1" attached hereton and included herein by this
reference.
4. TITLE INSURANCE POLICY, Escrow Agent shall, following recording of deed to
Buyer, provide Buyer with CLTA Standard Coverage Policy and Title Insurance in the
amount of $1 000,000.00 , issued by FIRST AMERICAN TITLE INSURANCE COMPANY ,
showing the title to the property vested in Buyer, subject only to the exceptions
set forth in Paragraph 3.
5. ESCR061. Buyer agrees to open an escrow J.n accordance with this Agreement at
FIRST AME1_RICAN TITLE INSURANCE COMPANY . This
Agreement constitutes the ,point escrow instructions of Buyer and Seller, and Escrow
Agent to whom these instructions are delivered is hereby empowered to act under
this Agreement. The parties hereto agree to do all acts necessary to close this
escrow in the shortest possible time.
Page 1 of 4
EXHIBIT "A" TO CONTRACT
FF'OPt E,. . 1928 11 - F'•
3 - -
Prior to close of escrow, seller shall execute and deliver a deed to Escrow.
Within two weeks of opening escrow, Buyer will deposit the Certificate of
Acceptance to be attached to Grant Deed with the Escrow Agent on Seller's behalf.
Buyer agrees to deposit the purchase price upon demand of Escrow Agent. Buyer and
Seller agree to deposit with Escrow Agent any additional instruments as may be
necessary to complete this transaction. Escrow holder shall not record executed
deed or deliver to Buyer until close of escrow.
Insurance policies for fire or casualty are not to be transferred, and Seller will
cancel his own policies at close of escrow.
All funds received in this escrow shall be deposited with other escrow funds in a
general escrow account(s) and may be transferred to any other such escrow trust
account in any State oe National Bank doing business in the State of California.
All disbursements shall be made by check from such account.
ESCROW AGENT IS AUTHORIZED AND IS INSTRUCTED TO COMPLY WITH THE FOLLOWING TAX
ADJUSTMENT PROCEDURE:
A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and
interest thereon, and for any delinquent or non-delinquent assessments or
bonds against the property. Current assessments or bonds shall be prorated
on basis of 30 day month, and Escrow shall pay Seller any amounts owing.
ESCROW. AGENT IS AUTHORIZED TO AND SHALL:
B. Charge Buyer for any escrow fees, cliarges and costs payable under Paragraph 6
of this Agreement;
C. Disburse funds and deliver deed when conditions of this escrow have been
fulfilled by Buyer and Seller.
The term close of escrow", if and where written in these instructions, shall mean
the date necessary instruments of conveyance are recorded in the office of the
County Recorder. Recordation of instruments delivered through this escrow is
authorized if necessary or proper in the issuance of said policy of title
insurance.
All time limits within which any matter herein specified is to be performed may be
extended by mutual agreement of the parties hereto. Any amendment of, or
supplement to, any instructions must be in writing.
TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS
POSSIBLE. If (except for deposit of money by Buyer, which shall be made by Buyer
upon demand of Escrow Agent before close of escrow) this escrow is not in condition
to close within 30 days front date of these instructions, any party who then shall
have fully complied with his instructions may, in writing, demand the return of his
money or property; but if none have complied no demand for return thereof shall
be recognized until five (5) days after Escrow Agent shall have mailed copies of
such demand to all other parties at the respective addresses shown in these escrow
instructions, and if any objections are raised within said five (5) day period,
Escrow Agent is authorized to hold all papers and documents until instructed by s
court of competent jurisdiction or mutual instructions. If no demands are made,
proceed with closing of this escrow as soon as possible.
Responsibility for Escrow Agent under this Agreement is expressly limited to
Paragraphs 1, 2, 3, 4, 5, 6, 7, 9, 10, 14 and to its liability under
any policy of title insurance issued in regard to this transaction.
6. ESCROW FEES CHARGES AND COSTS. Buyer agrees to pay all fees, charges and
costs which arise in this escrow,
7. RENTAL AND OCCUPANCY BY SELLER. Seller hereby agrees not to rent any units on
the premises which are now vacant, or which may be vacated by present occupants
prior to close of escrow.
Page 2 of 4
FR.IDt 6. 2 3,. 198 8 11 : 39 F. 4
Seller also warrants that there are no oral or written leases on all or any portion
of property exceeding a period of one month, and Seller further agrees to hold
Buyer harmless and reimburse Buyer for any and all of its losses and expenses
occasioned by reason of any lease of said property held by any tenant of Seller for
a period exceeding one month, except: NONE
8. PEMU SSION TO ENTER ON PREMISES. Seller hereby grants to Buyer, or its
authorized agents, with 5 days written notice, or its authorized agents,
permission to enter upon the Property at all reasonable times prior to close of
escrow for the purpose of making necessary or appropriate inspections.
9. COUNTERPARTS. This agreement may be executed in counterparts, each of which
so executed shall, irrespective of the date of its execution and delivery, be
deemed an original, and all such counterparts together shall constitute one and the
same instrument.
10. CLOSING STATEMENT, Seller instructs Escrow Agent to release a copy of
Sellers a statemenC to Buyer; purpose being to ascertain if any reimbursements are
due Seller.
11 . LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any
improvements thereon, by fire or other casualty, occurring prior to the recordation
of the Deed shall be at the risk of Seller. In the event of loss or damage to the
real property or any improvements thereon, by fire or other casualty, shall occur
prior to the recordation of the Deed, Buyer may elect to require that the Seller
pay to Buyer the proceeds of any insurance which may become payable to Seller by
reason thereof, or to permit such proceeds to be used for the restoration of the
damage done, or to reduce the total price by an amount equal to the diminution in
value of said property by reason of such loss or damage or the amount of insurance
payable to Seller, whichever is greater. For purposes of this paragraph and for
insurance purposes only, the value of improvements is $350,000,00.
12. IXINENT DOMAIN DISMISSAL. Seller hereby agrees and consents to the dismissal
or abandonment of any eminent domain action in the Superior Court of the State of
California in and for the County of Orange wherein the herein described property is
included and also waives any and all claims to any money on deposit in said action
and further waives all attorney's fees, costs, disbursements and expenses incurred
in connection therewith.
13. POSSESSION AND DISPOSITION OF SELLER'S FURNITURE. Possession of real property
shall be given to Buyer upon the recording of Seller's deed. All Seller's trade
fixtures, furniture and furnishings shall remain the property of Seller and Seller
shall have the right, but not obligation, at any time prior to close of escrow to
remove or otherwise dispose of all or any portion of same. All trade fixtures,
furniture and furnishings remaining on the premises after close of escrow shall,
after 10 days from Buyer's written notice to Seller, become the property of Buyer
and Buyer may dispose of same without liability as it alone sees fit. Buyer shall
not be liable for any loss of or dan a to said furniture or furnishings, except if
such loss or damage is caused by Buyer s negligence or willful misconduct.
14, CONTINGENCY. It is understood and agreed between the parties hereto that this
transaction is contingent upon the specific approval and acceptance of the
Huntington Beach City Attorneys office as to form and approval and acceptance by
the Huntington Beach City Council, which approval Buyer shall submit to Council no
later than 14 days following execution of the documents by Seller. Execution of
these documents by Buyer and deposit of same into escrow constitutes said
acceptance.
15. FULL AND COMPLETE SETTLEMENT. Seller hereby acknowledges that the
compensation paid to them through this escrow constitutes the full and complete
settlement of any 'and all claims against Buyer, by reason of Buyer's purchase of
the subject property and Seller's dislocation from same, specifically including,
but not limited to, the value of the land and improvements, the value of their
Page 3 of 4
FR 6. 23. 1938 11 : '9 F. 4
OPy 1^-
Seller also warrants that there are no oral or written leases on all or any portion
of property exceeding a period of one month, and Seller further agrees to hold
Buyer harmless and reimburse Buyer for any and all of its losses and expenses
occasioned by reason of any lease of said property held by any tenant of Seller for
a period exceeding one month, except: NONE
g. PERMfJSSION TO ENTER ON PREMISES. Seller hereby grants to Buyer, or its
authorized agents, with 5 days written notice, or its authorized agents,
permission to enter upon the Property at all reasonable times prior to close of
escrow for the purpose of making necessary or appropriate inspections.
9. COUNTERPARTS. This agreement may be executed in counterparts, each of which
so executed shall, irrespective of the date of its execution and delivery, be
deemed an original, and all such counterpart's together shall constitute one and the
same instrument.
10. CLOSING STATEMENT. Seller instructs Escrow Agent to release a copy of
Sellers s statement to Buyer; purpose being to ascertain if any reimbursements are
due Seller.
11. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any
improvements thereon, by fire or other casualty, occurring prior to the recordation
of the Deed shall be at the risk of Seller. In the event of loss or damage to the
real property or any improvements thereon, by fire or other casualty, shall occur
prior to the recordation of the Deed, Buyer may elect to require that the Seller
pay to Buyer the proceeds of any insurance which may become payable to Seller by
reason thereof, or to permit such proceeds to be used for the restoration of the
damage done, or to reduce the total price by an amount equal to the diminution in
value of said property by reason of such loss or damage or the amount of insurance
payable to Seller, whichever is greater. For purposes of this paragraph and for
insurance purposes only, the value of improvements is $350,000.00.
12. ZRINENT DOMAIN DISia SSAL. Seller hereby agrees and consents to the dismissal
or abandonment of any eminent domain action in the Superior Court of the State of
California , in and for the County of Orange wherein the herein described property is
included and also waives any and all claims to any money on deposit in said action
and further waives all attorneys fees, costs, disbursements and expenses incurred
in connection therewith.
13. POSSESSION AND DISPOSITION OF SELLER'S FURNITURE. Possession of real- property
shall be given to Buyer upon the recording of Seller's deed. All Seller's trade
fixtures, furniture and furnishings shall remain the property of Seller and Seller
shall have the right, but not obligation, at any time prior to close of escrow to
remove or otherwise dispose of all or any portion of same. All trade fixtures,
furniture and furnishings remaining on the premises after close of escrow shall,
after 10 days from Buyer's written notice to Seller, become the property of Buyer
and Buyer may dispose of same without liability as it alone sees fit. Boyer shall
not be liable for any loss of or damaye to said furniture or furnishings, except if
such loss or damage is caused by Buyer s negligence or willful misconduct.
14. CONTINGENCY. It is understood and agreed between the parties hereto that this
transaction is contingent upon the specific approval and acceptance of the
Huntington Beach City Attorneys office as to form and approval and acceptance by
the Huntington Beach City Council., which approval Buyer shall submit to Council no
later than 14 days following execution of the documents by Seller. Execution of
these documents by Buyer and deposit of same into escrow constitutes said
acceptance.
15. FULL AND COMPLETE SETTLEMENT. Seller hereby acknowledges that the
compensation paid to them through this escrow constitutes the full and complete
settlement of any and all claims against Buyer, by reason of Buyer's purchase of
the subject property and Seller's dislocation from same, specifically including,
but not limited to, the value of the land and improvements, the value of their
Page 3 of 4
improvements pertaining to the realty, any and all relocation benefits to which
Seller may be entitled under applicable statute and laws, any and all loss of
business goodwill, or any and all other claims that: Seller may have whether or not
specifically mentioned herein. Seller further agrees to execute aviy and all
documents required by Buyer to effect this full and complete settlement.
The terms and conditions, covenants, and agreements set forth herein shall apply to
and bind the heirs, executors, administrators, assigns and successors of the
parties hereto.
This Agreement contains the entire agreement 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.
SELLER PACIFIC SOUTHWEST REALTY,
A DELAWARE CORPORATION
MAILING ADDRESS OF SELLER BY:
600 WILSHIRE BLVD. , 4TH FLOOR
LOS ANGELES, CA 90017
BY:
BUYER CITY OF HUNTINGTON BEACH
14AILING ADDRESS OF BUYER
2000 MAIN STREET
HUNTINGTON BEACH, CA 92648
APPROVED AS TO FORM
CITY ATTORNEY
BY:
Page 4 of 4
REQUESA FOR CITY COUNCIPACTION
June 6, 1988
Date
APPROVED BY CITY COUNCIL
Submitted to: Honorable Mayor and City Council Members E' 1
----- 19.
Submitted by: Paul E. Cook, City Administrator
Prepared by: Douglas N. La Belle, Deputy City Administrator
Subject: AUTHORIZE THE ACQUISITION AND APPROVE THL CONTRACT OF
SALE FOR TWO PARCELS: APN 24-148-11 & 21 (SECURITY PACIFIC
BANK)
Consistent with Council Policy? Yes [ ] New Policy or Exception � ltl
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions,Attachments:
STATEMENT OF ISSUE:
The request for purchase of this property is in accord with City Council/Agency action to
purchase properties on a willing seller basis in the Main—Pier Project Area. The attached
Agreement of Sale represents the purchase by the City of property owned by Security
Pacific Bank located at Walnut Avenue between Main and 3rd Street to allow for
construction of a parking structure.
RECOMMENDATION:
Authorize the acquisition of the property owned by Security Pacific Bank (APN 24-148-11
and 21), approve the attached Agreement of Sale which includes the following points:
1. The City will purchase APN 024-148-11 & 21 legally described as lots
1, 2, 3, 4, 5, 7 & 9 of block 203 of Huntington Beach tract and all
structures, fixtures thereon at the negotiated price of $1,000,000.
2. The City will pay all title insurance and escrow fees.
3. The City will provide a letter to the bank that the property is being
acquired under threat of condemnation.
4. The City agrees to sixty (60) day escrow or less.
1) -020
Plo 5/85
• •
ANALYSIS:
The City Council has authorized the appraisals and negotiations for the purchase of
properties to accommodate construction of a parking structure within the Main—Pier
Project Area. The Staff has negotiated with the bank's officers and corporate board to
purchase these parcels and improvements. The City's appraiser indicated in his formal
narrative appraisal, the market value of the property was $955,000. We are
recommending the City approve the acquisition of this parcel at a price of $45,000 (5.7%)
above the appraisal for the following reasons:
1. The bank has agreed there will be no other costs for fixtures equipment and
relocation associated with the purchase. The cost of this would exceed the
agreed to price if added to the appraised at fair market value.
2. The Administrative settlement for an additional $45,000 (5.7%) will allow a
timely conclusion to the acquisition process on these parcels and enhance efforts
at construction of an integrated retail and parking structure development.
The seller is conveying the property in "as is condition" and the contract to purchase
therefore does not include the city's standard provision relating to hazardous waste.
Based upon the existing uses on the property, staff feels this is reasonable and
recommends the approval of the contract, excluding this provision.
FUNDING SOURCE:
Certificates of Participation Account 710-701
ALTERNATIVE ACTION:
Do not approve the land and improvements acquisition or modify the offer.
ATTACHMENTS:
1. Map of property
2. Agreement of Sale
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