HomeMy WebLinkAboutSCEL Properties, LLC - By Mark Ellety - President and Brian Eid - Asst. Secretary - Treasurer - 2013-04-23 i'
AGREEMENT FOR SALE OF SURPLUS REAL PROPERTY AND
JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE
CITY OF HUNTINGTON BEACH AND SCEL PROPERTIES, LLC
This Agreement for Sale of Surplus Real Property an� Joint Escrow Instructions�-�`A
("Agreement") is made and entered into on this o2`�R� day of L ,
/ 20 , by and between the City of Huntington Beach, a California in
corporation, ("City")
k , and SCEL Properties x LLC ("Buyer") collectively the"Parties."
0
M WHEREAS, the City owns certain real property ("the Property") located in the City of
Huntington Beach, Orange County, California, and generally described as:
1) 7802 Alhambra Avenue; APN 142-103-05; 5,478 square feet
2) 7882 Alhambra Avenue; APN 142-103-20; 5,511 square feet.
The Property has been determined to be surplus and available for disposal, pursuant to Huntington
Beach Municipal Code Chapter 3.06; and
The City Council authorized the disposal of the Property by Resolution No. 2010-87
adopted on November 15, 2010,
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the Parties agree as follows:
1. PROPERTY
1.1 Property. City agrees to sell and convey to Buyer, and Buyer agrees to
purchase from City, the Property subject to the terms and conditions set forth in this Agreement.
The Property is legally described in the attached Exhibits "A" and "B," which exhibits are
incorporated herein by this reference.
2. PURCHASE PRICE
2.1 Purchase Price. The total purchase price to be paid by Buyer to City for the
Property shall be Four Hundred Forty Thousand Dollars ($440,000.00), allocated as follows: Two
Hundred Twenty Thousand Dollars ($220,000.00) to 7802 Alhambra Avenue and Two Hundred
Twenty Thousand Dollars ($220,000.00)to 7882 Alhambra Avenue.
2.2 Payment of the Purchase Price. The Purchase Price for the Property shall
be payable by Buyer as follows: Within three days of the Opening of Escrow, as defined below,
Buyer shall deliver to the Escrow Holder an initial deposit of Ten Thousand Dollars ($10,000.00).
Upon the Close of Escrow (as defined in Paragraph 3.4 below), Buyer shall deposit or cause to be
deposited with Escrow Holder, in cash or by a certified or bank cashier's check made payable to
Escrow Holder or a confirmed wire transfer of funds, the remainder of the Purchase Price.
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3. CONDITIONS OF SALE
3.1 Buyer's Costs. Buyer shall pay all recording fees, documentary transfer
taxes, escrow fees,title insurance costs, and any other costs connected with the closing of this
transaction. Buyer agrees to deposit with Escrow Holder, within three (3)business days after
Buyer's written receipt of Escrow Holder's written request, Escrow Holders' estimate of Buyer's
closing costs, prorations and other charges payable by Buyer pursuant to this Agreement.
3.2 Further Documents and Assurances. Buyer and City shall each, diligently
and in good faith, undertake all actions and procedures reasonably required to place the escrow in
condition for closing as and when required by this Agreement. Buyer and City agree to execute and
deliver all further documents and instruments reasonably required by the Escrow Holder(as defined
in Paragraph 3.3 below) or Title Company. City shall deliver or cause to be delivered to Escrow
Holder in time for delivery to Buyer at the closing an original ink signed Grant Deed, duly executed
and in recordable form, conveying fee title to the Property to Buyer.
3.3 Opening of Escrow. For purposes of this Agreement, the Escrow shall be
deemed opened on the date Escrow Holder receives an executed counterpart of this Agreement from
both Buyer and City ("Opening Date"). Within three days of the Opening of Escrow, Buyer shall
deliver to the Escrow Holder an initial deposit of Ten Thousand Dollars ($10,000.00). Escrow
Holder shall notify Buyer and City, in writing, of the Opening Date and the Closing Date, as
defined in Paragraph 3.4, below. In addition, Buyer and City agree to execute, deliver, and be
bound by any reasonable or customary supplemental escrow instructions of Escrow Holder, or other
instruments as may reasonably be required by Escrow Holder, in order to consummate the
transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict
with, amend, or supersede any portion of this Agreement. If there is any inconsistency between
such supplemental instructions and this Agreement,this Agreement shall control.
3.4. Close of Escrow. For purposes of this Agreement, "Close of Escrow" shall
be defined as the date that the Grant Deed, conveying the Property to Buyer, is recorded in the
Official Records of Orange County, California. This Escrow shall close within sixty (60) days after
the Opening Date ("Closing Date").
3.5. Conditions of Title. It shall be a condition to the Close of Escrow and a
covenant of City that title to the Property shall be conveyed to Buyer by City by the Grant Deed,
subject only to the following Approved Conditions of Title ("Approved Condition of Title"):
3.5.1. Matters affecting the Approved Condition of Title created by or with
the written consent of Buyer.
3.5.2. Exceptions which are disclosed by the Report described in Paragraph
3.7.1 hereof and which are approved or deemed approved by Buyer in accordance with
Paragraph 3.7.1 hereof.
City covenants and agrees that during the term of this Agreement, City will not cause
or permit title to the Property to differ from the Approved Condition of Title described in this
Paragraph. Any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights-
of-way, or other matters affecting the Approved Condition of Title which may appear of record or
be revealed after the date of the Report described in Paragraph 3.7.1 below, shall also be subject to
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Buyer's approval and must be eliminated or ameliorated to Buyer's satisfaction by City prior to the
Close of Escrow as a condition to the Close of Escrow for Buyer's benefit.
3.6. Title Policy. At Closing, Buyer shall receive with respect to each Property a
CLTA Standard Coverage Owner's Policy of Title Insurance with regional exceptions in the amount
of the respective Purchase Price allocation amount insuring title to such Property vested in Buyer,
subject only to the Approved Condition of Title. An ALTA Residential Owner's Policy of Title
Insurance ("ALTA-R Policy") or similar product may be available to Buyer at an increased cost. If
Buyer desires an ALTA-R Policy, Buyer shall notify Escrow Holder of same no later than ten (10)
days prior to the Closing and Buyer shall pay any increased premium for the ALTA-R policy.
3.7. Conditions to Close of Escrow.
3.7.1. Conditions to Buyer's Obligations. The Close of Escrow and
Buyer's obligation to consummate the transaction contemplated by this Agreement are
subject to the satisfaction of the following conditions for Buyer's benefit on or prior to the
dates designated below for the satisfaction of such conditions (or Buyer's waiver thereof, it
being agreed that Buyer may waive any or all of such conditions):
(a) Preliminary Title Report and Exceptions. Immediately after
escrow is opened as provided herein, Buyer agrees to cause Lawyer's Title
CompanX to issue a Preliminary Title Report relating to the Property. Within
fifteen (15) days after Buyer's receipt of the Report, Buyer will notify City in
writing of those title exceptions that the Buyer will accept and those title
exceptions that Buyer disapproves. In the event that Buyer fails to notify
City of such acceptance and approval within this period of time, Buyer shall
be deemed to have disapproved all matters in the Report in which event this
Agreement and the Escrow shall be deemed terminated and each party will
instruct Escrow Holder to cancel the Escrow. City will have ten (10) days
after receipt of such notification to review and approve it. In the event that
City elects not to remove all of the disapproved exceptions set forth in
Buyer's notification or fails to provide Buyer with its written approval of all
of the disapproved exceptions within such period, then this Agreement and
the Escrow shall be deemed terminated, and each party will instruct Escrow
Holder to cancel the Escrow.
(b) Representations, Warranties, and Covenants of City. City shall
have duly performed each and every agreement to be performed by City
hereunder and City's representations, warranties, and covenants set forth in
Paragraph 4 shall be true and correct as of the Closing Date.
(c) No Material Changes. At the Closing Date, there shall have been no
material adverse changes in the physical or financial condition of the
Property.
(d) Inspections and Studies. On or before thirty (30) days after
Opening Date ("Due Diligence Period"), Buyer shall have approved the
results of any and all inspections, investigations, tests and studies (including,
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without limitation, investigations with regard to governmental regulations,
engineering tests, soil and structure investigation and analysis, seismic and
geologic reports) with respect to the Property (including all structural and
mechanical systems and leased areas) as Buyer may elect to make or obtain.
The failure of Buyer to disapprove said results on or prior to the expiration of
the Due Diligence Period shall be deemed to constitute Buyer's election to
terminate this Agreement and the Escrow, in which event each party will
instruct Escrow Holder to cancel the Escrow. The cost of any such
inspections, tests and studies shall be borne by Buyer. During the term of
this Escrow, Buyer, its agents, contractors and subcontractors shall have the
right to enter upon the Property, at reasonable times during ordinary business
hours, to make any and all inspections and tests as may be necessary or
desirable in Buyer's sole judgment and discretion. Buyer shall use care and
consideration in connection with any of its inspections. To the fullest extent
permitted by law, Buyer shall indemnify and hold City and the Property
harmless from any and all damage arising out of, or resulting from the
negligence of Buyer, its agents, contractors and/or subcontractors in
connection with such entry and/or activities upon the Property.
(e) City Approval. The completion of this transaction, and the escrow
created hereby, is contingent upon the specific acceptance and approval of
the City by action of the City Manager.
(f) Condition of the Property. At the Close of Escrow, there shall not
have occurred a material change in the condition of the Property since the
date of Buyer's inspection or, if no inspection has been made, the date of this
Agreement.
3.7.2. Conditions to City's Obligation. For the benefit of City, the Close
of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the
following conditions (or City's waiver thereof, it being agreed that City may waive any or all
of such conditions):
(a) Buyer's Obligations. Buyer shall have timely performed all of the
obligations required by the terms of this Agreement to be performed by
Buyer, and
(b) Buyer's Representations. All representations and warranties made
by Buyer to City in this Agreement shall be true and correct as of the Close
of Escrow.
3.8. Deposits by City. At least one (1) business day prior to the Close of
Escrow, City shall deposit or cause to be deposited with Escrow Holder the Grant Deed conveying
the Property to Buyer duly executed by City, acknowledged and in recordable form.
3.9. Deposits by Buyer. Buyer shall deposit, or cause to be deposited with
Escrow Holder, the funds which are to be applied toward the payment of the Purchase Price in the
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amounts and at the times if designated herein (as reduced or increased by the prorations, debits and
credits hereinafter provided).
3.10. Costs and Expenses. The cost and expense of the Title Policy attributable to
CLTA coverage shall be paid by Buyer. The escrow fee of Escrow Holder shall be paid by Buyer.
Buyer shall pay all documentary transfer taxes, if any, payable in connection with the recordation of
the Grant Deed. The amount of such transfer taxes shall not be posted on the Grant Deed, but shall
be supplied by separate affidavit. Buyer shall pay the Escrow Holder's customary charges to Buyer
and City for document drafting, recording, and miscellaneous charges. If, as a result of no fault of
Buyer or City, Escrow fails to close, Buyer shall pay all of Escrow Holder's fees and charges.
Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage
shall be waived pursuant to Civil Code Procedures Section 1265.240.
3.11. Disbursements and Other Actions by Escrow Molder. Upon the Close of
Escrow,the Escrow Holder shall promptly undertake all of the following in the manner indicated:
3.11.1 Recording. Cause the Grant Deed and any other documents, which
the parties hereto may mutually direct in writing, to be recorded in the Official Records of
Orange County, California, in the order set forth in this subparagraph. Escrow Holder is
instructed not to affix the amount of documentary transfer tax (if any) on the face of the
Grant Deed,but to supply same by separate affidavit.
3.11.2 Funds. Disburse from funds deposited by Buyer with Escrow Holder
toward payment of all items chargeable to the account of Buyer, pursuant thereto in payment
of such costs, and disburse the balance of such funds, if any, to Buyer.
3.11.3 Documents to Buyer. Deliver when issued, the Title Policy to
Buyer.
3.11.4 Pay demands of existing lienholders. Escrow Holder is hereby
authorized and instructed to cause the reconveyance, or partial reconveyance, as the case
may be, of any such monetary exceptions to Buyer's title to the Property at or prior to the
Close of Escrow.
4. CITY'S REPRESENTATIONS, WARRANTIES, AND DISCLOSURES.
Except for the express agreements of City contained herein, City makes no additional
representations and warranties to Buyer.
4.1 Reliability of Information. City obtained the information contained in this
Agreement from sources deemed reliable; however, City makes no guarantees as to the accuracy of
the information provided.
4.2 Authority of State. City is a government entity, duly organized and validly
existing under the laws of the State of California. City has full power and authority to own, sell, and
convey the Property to Buyer and to enter into and perform its obligations pursuant to this
Agreement.
4.3 Taxes. City is exempt from property taxes and assessments and none are or
will be owing with respect to the Property at Close of Escrow.
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4.4 Existing Investigations, Studies, and Documents. Set forth below are the
investigations, studies and documents pertaining to the Property that are in the possession or under
the control of City and have been or will be provided to Buyer for review in connection with
Buyer's purchase of the Property. These reports and documents relating to the Property disclosed by
City are true and correct originals or copies thereof. City makes no representations or warranties nor
expresses or implies any opinion concerning their accuracy.
1.
2.
3.
4.5 Absence of Fraud and Misleading Statements. To the best of City's
knowledge, no statement of City in this Agreement or in any document, certificate, or schedule
furnished or to be furnished to Buyer pursuant hereto or in connection with the transaction
contemplated hereby contains any untrue statement of material fact.
4.6 General Representation. No representation, warranty or statement of City
in this Agreement or in any document, certificate or schedule furnished or to be furnished to Buyer
pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements or facts contained therein not misleading.
City's representations and warranties made in this Agreement shall be continuing and shall be true
and correct as of the date of the Close of Escrow with the same force and effect as if remade by City
in a separate certificate at that time. The truth and accuracy of City's representations and warranties
made herein shall constitute a condition for the benefit of Buyer to the Close of Escrow (as
elsewhere provided herein) and shall not merge into the Close of Escrow or the recordation of the
Grant Deed in the Official Records, and shall survive the Close of Escrow.
5. BUYER'S REPRESENTATIONS AND WARRANTIES. In addition to any
express agreements of Buyer contained herein, the following constitute representations and
warranties of Buyer to City:
5.1 Representations Regarding Buyer's Authority.
(a) Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transactions contemplated
hereby.
(b) The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer
to the terms and conditions hereof and thereof.
(c) This Agreement is, and all other instruments, documents and
agreements required to be executed and delivered by Buyer in connection with this Agreement are
and shall be, duly authorized, executed and delivered by Buyer and shall be valid, legally binding
obligations of and enforceable against Buyer in accordance with their terms.
(d) All requisite action (corporate, trust, partnership or otherwise) has
been taken by Buyer in connection with the entering into this Agreement, the instruments
referenced herein, and the consummation of the transactions contemplated hereby. No consent of
any partner, shareholder, creditor, investor,judicial or administrative body, authority other party is
required.
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(e) Neither the execution and delivery of this Agreement and documents
referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of
the transactions herein contemplated, nor compliance with the terms of this Agreement and the
documents referenced herein conflict with or result in the material breach of any terms, conditions
or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or
any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other
agreements or instruments to which Buyer is a party or affecting the Property.
5.2 General Representation. No representation, warranty or statement of Buyer
in this Agreement or in any document, certificate or schedule furnished or to be furnished to City
pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements or facts contained therein not misleading.
Buyer's representations and warranties made in this Agreement shall be continuing and shall be true
and correct as of the date of the Close of Escrow with the same force and effect as if remade by
Buyer in a separate certificate at that time. The truth and accuracy of Buyer's representations and
warranties made herein shall constitute a condition for the benefit of City to the Close of Escrow (as
elsewhere provided herein) and shall not merge into the Close of Escrow or the recordation of the
Grant in the Official Records, and shall survive the Close of Escrow.
5.3 Disclosures. Buyer acknowledges that Buyer is purchasing the Property
solely in reliance on Buyer's own investigations. No representations or warranties of any kind
whatsoever, expressed or implied, have been made by City, City's agents, or employees, including
in any investigations, studies or documents identified under Section 4.4 above. Buyer further
acknowledges and warrants that as of the close of escrow Buyer will be aware of all zoning
regulations, other governmental requirements, site and physical conditions (including the presence
of hazardous materials or other adverse environmental conditions), and other matters affecting the
use and condition of the Property including any investigations, studies, and documents identified in
section 4.4 above. Buyer agrees to purchase the Property in the condition that it is in at Close of
Escrow, subject, however, to Buyer's right to terminate should the Property be damaged or
destroyed by causes other than causes attributable to Buyer's entry on the Property and inspections
ordered by Buyer prior to close of escrow. Buyer shall be responsible at Buyer's sole expense for
any or all remediation required to make Property usable for Buyer's intended purpose.
5.4. As-Is Purchase. Buyer specifically acknowledges and agrees that City will
sell and Buyer will purchase the Property on an "as-is with all faults" basis, and that having been
given the opportunity to inspect the Property and review information and documentation affecting
the Property, Buyer is not relying on any representations or warranties of any kind whatsoever,
express or implied, from City or its agents as to any matters concerning the Property, including
without limitation: (i.) the quality, nature, adequacy, and physical condition of the Property
including soils, geology, and any groundwater; (ii.) the existence, quality, nature, adequacy, and
physical condition of utilities serving the Property; (iii.) the development potential of the Property
and the Property's use, merchantability, fitness, suitability, value, or adequacy of the Property for
any particular purpose; (iv.) the zoning or other legal status of the Property or any other public or
private restrictions on use of the Property; (v.) the compliance of the Property or its operation with
any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions, and restrictions
of any governmental or quasi-governmental entity or of any other person or entity; (vi.) the
presence of hazardous materials on, under, or about the Property or the adjoining or neighboring
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property; (vii.)the condition of title to the Property; and (viii.)the economics of the operation of the
Property.
6. DUE DILIGENCE.
6.1 Buyer's Investigation of Property Condition. Real property often contains
defects and conditions which are not readily apparent and which may affect the value or desirability
of the Property. Therefore, it is the affirmative duty of Buyer to exercise reasonable care to discover
those facts which are unknown to Buyer or within the diligent attention and observation of Buyer.
Notwithstanding such duty on the part of Buyer, the Parties agree that should Buyer fail to conduct
inspections or investigations of the Property that, if made, would have revealed such defects,
conditions or other facts affecting the value or desirability of the Property, such failure shall not
give rise to any liability of Buyer to City or constitute a breach on the part of Buyer of any
obligation on its part under this Agreement. In the event this Agreement is terminated for any
reason other than a default by City, then at the written request of City, Buyer shall promptly deliver
to City true, accurate and complete copies of all written reports relating to the physical condition of
the Property prepared for or on behalf of Buyer by any third party during the Due Diligence Period.
Buyer shall not be required to deliver and City shall not be entitled to receive copies of any
technical information, processes, methods, systems, designs, testing or evaluation procedures,
manufacturing procedures, production techniques, research and development activities, inventions,
discoveries, source of supply or other proprietary or confidential information employed now or in
the future by Buyer for the contemplated construction of single-family residences on the Land. The
providing of such reports shall be on an "as-is" basis without recourse or any representation as to
the accuracy or completeness of such reports and City shall utilize and/or rely on the same at its sole
risk. Any fees or costs related to the reuse of any of the foregoing by City shall be the responsibility
of City. City shall reimburse Buyer for the cost incurred by Buyer in the preparation of each report
that City requests be delivered to it by Buyer pursuant to this Paragraph 6.1.
6.2 Buyer's Acceptance of Property Condition. Buyer's acceptance of the
condition of the Property is a contingency of this Agreement; accordingly, Buyer shall have the
right to conduct inspections, investigations, tests, surveys, and other studies at Buyer's expense.
Buyer is strongly advised to exercise these rights and select professionals with appropriate
qualifications to conduct inspections of the entire Property. If Buyer does not exercise these rights,
Buyer is acting against the advice of City.
6.3 Scope of Buyer's Investigations. Buyer agrees and warrants, or by the
failure to do so shall have waived all rights to do so hereunder, that at Close of Escrow Buyer shall
have investigated the condition and suitability of all aspects of the Property and all matters affecting
the value or desirability of the Property, including but not limited to the following:
6.3.1 Condition of systems and components. Foundation, plumbing, siding,
electrical, heating, mechanical, roof, air conditioning, built-in appliances, security, and any
other structural or nonstructural systems and components, and the energy efficiency of the
Property.
6.3.2 Size and age of improvements. Room count, room dimensions, square
footage in improvement, lot size, and age of the improvements.
6.3.3 Lines and boundaries. Property lines and boundaries.
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6.3.4 Waste disposal. Type, size, adequacy, and condition of sewer and/or
septic systems and components.
6.3.5 Governmental requirements and limitations. Availability of required
governmental permits, inspections, certificates, or other determinations affecting the
Property, including historical significance. Any limitations, restrictions, zoning, building
size requirements, or other requirements effecting the current or future use or development
of the Property.
6.3.6 Rent and occupancy controls. Any restrictions that may limit the
amount of rent that can legally be charged and the maximum number of persons who can
lawfully occupy the Property.
6.3.7 Water and utilities; well systems and components. Availability,
adequacy, and condition of public or private systems.
6.3.8 Environmental hazards. The presence of asbestos, formaldehyde,
radon, methane, other gases, lead based paint, other lead contamination, fuel or chemical
storage tanks, waste disposal sites, electromagnetic fields, and other substances, materials,
products, or conditions.
6.3.9 Geologic conditions. Geologic/seismic conditions, soil
stability/suitability, and drainage.
6.3.10 Neighborhood, area, subdivision requirements. Neighborhood or
area conditions including schools; proximity and adequacy of law enforcement; proximity to
commercial, industrial, or agricultural activities; crime statistics; fire protection; other
governmental services; existing and proposed transportation; construction and development
which may affect noise, view or traffic; airport noise; and noise or odor from any source,
wild or domestic.
6.3.11 Matters of record. Covenants, conditions, and restrictions; Deed
restrictions; easements; and other title encumbrances of record.
6.3.12 Other matters. Any and all other matters such as availability of
suitable public infrastructure, assessment, other special service districts, and soil or other
conditions on the Property, not herein listed, which are or may be pertinent to Buyer's
purpose for acquiring the Property.
7. INDEMNIFICATION. Buyer shall defend, indemnify, and hold the City harmless
from and against any and all claims, liabilities, obligations, losses, damages, costs, and expenses,
including, but not limited to, attorney's fees, court costs, and litigation expenses that City may incur
or sustain by reason of or in connection with any misrepresentation of a representation or warranty
made by the Buyer pursuant to Section 5.1 of this Agreement.
8. MINERAL RESERVATIONS. City shall retain all mineral rights in the Property,
and the Grant Deed shall contain the following language:
"EXCEPTING therefrom all oil, gas and other hydrocarbon substances and
minerals lying below a depth of 500 feet from the surface of said land, but
without the right of surface entry at any time upon said land or within the top 500
feet thereof, for the purpose of exploiting, developing, producing, removing and
marketing said substances."
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9. PRIOR AGREEMENTS. This Agreement, in effect as of the Date of Agreement,
supersedes any and all prior agreements (if any) between City and Buyer regarding purchase and
sale of the Property.
10. NOTICES. Any notice, tender, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered, mailed or sent
by wire or other telegraphic communication in the manner provided in this Agreement, to the
following persons:
If to City: If to Buyer:
City of Huntington Beach SCEL Properties, LLC
Attn: Real Estate Services Attn: Mark Ellett
2000 Main Street 620 Newport Center Drive, 12t'Floor
Huntington Beach, CA 92647 Newport Beach, CA 92660
11. CALCULATION OF TIME. Under this Agreement, when the day upon which
performance would otherwise be required or permitted is a Saturday, Sunday or holiday, then the
time for performance shall be extended to the next day which is not a Saturday, Sunday or holiday.
The term "holiday" shall mean all and only those State holidays specified in Section 6700 of the
California Government Code and those optional banking holidays specified in Section 7.1 of the
California Civil Code.
12. TIME OF ESSENCE. Time is of the essence of this Agreement and each and every
provision hereof.
13. ENTIRE AGREEMENT. This Agreement shall constitute the entire understanding
and agreement of the Parties hereto regarding the purchase and sale of the Property and all prior
agreements, understandings, representations or negotiations are hereby superseded, terminated and
canceled in their entirety, and are of no further force or effect.
14. AMENDMENTS. This Agreement may not be modified or amended except in
writing by the Parties.
15. APPLICABLE LAW. The Parties hereto acknowledge that this Agreement has
been negotiated and entered into in the State of California. The Parties hereto expressly agree that
this Agreement shall in all respects be governed by the laws of the State of California.
16. SEVERABILITY. Nothing contained herein shall be construed as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present statute, law, ordinance or regulation as to which the Parties have
no legal right to contract, the latter shall prevail, but the affected provisions of this Agreement shall
be limited only to the extent necessary to bring them within the requirements of such law.
17. SEPARATE COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed shall be deemed to be an original. Such counterparts
shall,together, constitute and be one and the same instrument.
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18. EXHIBITS. The following Exhibits are attached to this Agreement and
incorporated by reference herein:
Exhibit A. Property Descriptions
Exhibit B: Property Sketches
19. SURVIVAL. All terms and conditions in this Agreement, which represent
continuing obligations and duties of the Parties, that have not been satisfied prior to Close of
Escrow shall survive Close of Escrow and transfer of title to Buyer and shall continue to be binding
on the respective obligated party in accordance with their terms. All representations and warranties
and statements made by the respective parties contained herein or made in writing pursuant to this
Agreement are intended to be, and shall remain, true and correct as of the Close of Escrow, shall be
deemed to be material, and, together with all conditions, covenants and indemnities made by the
respective parties contained herein or made in writing pursuant to this Agreement (except as
otherwise expressly limited or expanded by the terms of this Agreement), shall survive the
execution and delivery of this Agreement and the Close of Escrow, or, to the extent the context
requires, beyond any termination of this Agreement.
20. LEGAL FEES. In the event suit is brought by either party to construe, interpret
and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,
each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to
recover its attorney's fees from the non-prevailing party.
21. ASSIGNMENT. Buyer may not assign, transfer or convey its rights or obligations
under this Agreement without the prior written consent of City, and then only if Buyer's assignee
assumes in writing all of Buyer's obligations hereunder; provided, however, Buyer shall in no event
be released from its obligations hereunder by reason of such assignment.
22. BROKERAGE COMMISSIONS. Each party represents to the other party that
there has been no broker, real estate agent, finder or similar entity engaged in connection with this
Agreement or the sale of the Property from the City to Buyer, if consummated as contemplated
hereby. Each party agrees that should any claim be made for brokerage commissions or finder's
fees by any broker, agent, finder or similar entity, by, through or on account of any acts of such
party or its agent, employees or representatives, such party will indemnify, defend and hold the
other party free and harmless from and against any and all loss, liability, cost, damage and expense
(including attorneys' fees and court costs) in connection therewith. Each party agrees to pay, at its
sole cost and expense, when due, any and all brokerage commissions incurred heretofore or
hereafter incurred prior to Close of Escrow relating to the purchase or sale of the Property pursuant
to this Agreement.
23. MISCELLANEOUS.
23.1. Captions. Any captions to, or headings of, the paragraphs or subparagraphs
of this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
12-3240.001(80093.doc Page 11 of 12
23.2. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
nor obligate any of the parties hereto, to any person or entity other than the parties hereto.
23.3. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference.
23.4. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
23.5. Fees and Other Expenses. Except as otherwise provided herein, each of the
parties shall pay its own fees and expenses in connection with this Agreement.
IN WITNF S WHEREOF,the parties hereto have caused this Agreement to be executed by
and*ougtho 'z d offices the day, month and year first above written.
SC CITY OF HUNTINGTON BEACH, a
municipal c oration of the State of California
By:
print name
ITS: (circle one)Chairm residen ice President/member- City Manager
manager (PURS ANT TO RESOLUTION NO.2010-87)
ANI)
�.j INI A D AND OVED:
By:/ M�r
print name Director of E onomic Development
ITS: (circle one) Secretary/Chief Financial Office ss .
Sec�Treasur member-manager
APPROVED AS TO FORM:
City Attorney
12-3240.001/80093.doc Page 12 of 12
EXHIBIT A
THOSE LANDS LOCATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS DESCRIBED IN
THE GRANT DEED TO THE CITY OF HUNTINGTON BEACH, A MUNICIPAL
CORPORATION, RECORDED 7 FEBRUARY, 2008 AS DOCUMENT NUMBER
2008000056818, IN RECORDS, OF SAID COUNTY, MORE PARTICULARLY
DESCRIBED AS FOLLOWS.
THE EAST ONE-HALF (112) OF LOT J, BLOCK "C" OF TRACT 522 AS SHOWN
ON THE MAP FILED IN BOOK 19, PAGE 49 OF MISCELLANEOUS MAPS IN
RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM THE SOU THERL Y 25.00 FEET
EXHIBI T "B" A TTA CHED AND B Y THIS REFERENCE MADE A PAR T HEREOF.
ASSESSOR'S PARCEL NUMBER: 142-10J-05
SAND
5F G. OF G'A
_ o so
p EXP. 12-31-13
N ti ti
L.S. 7340
PF OF CAS- l
JOSEPH G. DERLETH
PLS 7340, EXPIRES 12IJ11I J
LEGAL DESCRIPTION
7802 ALHAMBRA AVENUE ( APN 142-103-05 )
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
EXHIBIT B
REFERENCE:
R= RECORD PER TRACT 522, 19/49 M.M.
(N8923'15"E R)
I' 3 0'ALHAM BRA AVE
3 NEL Y CORNER, L 0 T
JBLOCK C, TRACT
(N8923'15"E, 115.00' R) 522, 1914 9 M.M.
S8923'15"W, 57.50'
NW'L Y CORNER,
LOT J BLOCK C, WEST LINE
TRA C T 522, EAST 112
19149 M.M. LOT J
I
N
L6 Lri
Lr) Lr)
V 5481.0 SO. FT Lr) >
Lf) .. ......... (0.13 ACRES) H
M
Lu
> um
r'4
N
Lri LLI U
M Lu
Lo
ui
SWL Y CORNER, N89*23'15"E, 5750' >- z
LOT J BLOCK C, SE L Y CORNER, uj -j
TRA C T 522, 2 2 LOT 3, BLOCK C, C>)C
TRA C T 522,
1914 9 M M. 4 '
HEIL AVE 1914 9 M.M. ul)
(N89*2J'15"E,_I_ 115.00' R)
J45.20'
L —L
(N89 23'1 5"E, 1320.20' R)
L S WL y CORNER HEIL AVE
TRA C T 522,
19149 M.M. NOTE:
LOT DIMENSIONS SHOWN
HEREON,WERE DETERMINED 15 0 Jo
LINE TA BL E.- FROM RECORD DATA, NO
Ll= NOO-4445-W, 15.00 FIELD SURVEY WAS
L2= N00*4445"W, 25.00' PERFORMED TO DETERMINE SCALE 1" = JO'
SHOWN DIMENSIONS.
7802 ALHAMBRA AVENUE
APN 142-103-05
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
EXHIBIT A
THOSE LANDS L OCA TED IN THE Cl TY OF HUN TING TON BEA CH, COON TY OF
ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 6, BLOCK "C" OF
TRACT 522 AS SHOWN ON THE MAP FILED IN BOOK 19, PAGE 49 OF
MISCELLANEOUS MAPS, SAID LANDS ALSO BEING A PORTION OF THE LANDS
DESCRIBED IN THE GRANT DEED TO THE CITY OF HUNTINGTON BEACH, A
MUNICIPAL CORPORATION, RECORDED 10 APRIL, 2008 AS DOCUMENT NUMBER
2008000166709, BOTH OF RECORDS OF SAID COUNTY, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 6, THENCE SOUTH
EAST, 120.27 FEET ALONG THE EAST LINE OF SAID LOT 6 TO THE
00°44'45"
SOUTHEAST CORNER OF SAID LOT 6;
THENCE WESTERLY ALONG THE SOUTH LINE OF SAID L 0 T 6, SOUTH 89 23'15"
WEST, 61.65 FEET;
THENCE NORTHERLY LEA SING SAID SOUTH LINE NORTH 00°44'45" WEST, 33.00
FEET;
THENCE NORTH 8923'15" EAST, 4. 15 FEET;
THENCE NORTH 00°44'45" WEST 87.27 FEET, TO THE NORTH LINE OF SAID L 0 T
6;
THENCE EASTERLY ALONG SAID NORTH LINE NORTH 8923'15" EAST, 57.50 FEET
TO THE POINT OF BEGINNING.
EXCEP TING THEREFROM THE SOU THERL Y 25.00 FEET;
CONTINUED ON SHEET 2 OF 2
LEGAL DESCRIPTION 1 OF 2
7882 ALHAMBRA AVENUE ( APN 142-103-20 )
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
EXHIBIT A
(CONTINUED)
ALSO EXCEPTING THEREFROM ALL OIL, GAS, AND OTHER HYDROCARBEN
SUBSTANCES AND MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE
SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AT ANY
TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE
PURPOSE OF EXPOLITING FOR, DEVELOPING, PRODUCING, REMOVING AND
MARKETING SAID SUBSTANCES, "CITY OF HUNTINGTON BEACH (ORD. 2636, 21
SEPT 83)
EXHIBI T "B" A TTA CHED AND B Y THIS REFERENCE MADE A PAR T HEREOF.
ASSESSOR'S PARCEL NUMBER: 142-103-20
SAND
4v
_ o so
EXP. 12-31-13
L.S. 7340
JOSEPH G. DERLETH rF OF CA��F��
PLS 7340 EXPIRES 12IJ111J
LEGAL DESCRIPTION 2 OF 2
7882 ALHAMBRA AVENUE ( APN 142-103-20 ) Fu
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
EXHIBIT B
REFERENCE:
R= RECORD PER TRACT 522, 19/49 M.M.
(N8923'15"E R)
ALHAM BRA AVE POINT OF BEGINNING.
3 1 NELY CORNER, LOT
6 BLOCK C, TRACT
(N89'2J'15"E, 115-00' R) 1-522, 19149 M.M.
N8923'15"E, 57.50'
W'L Y CORNER,
r1IN3
LOT 6 BLOCK C,
TRA C T 522,
19149 M.M.
a IE
2 C
Nl . ... ..... Lri
Ln
5511.2 SO. FT tx)
(0.1 J ACRES)
Q) >1
Ln Ln
Ln .... ....
Ln
Lu
........... Q) u C'�
2.
Q)
Lu U
Lri
L2 En LLJ
LLJ
S WL Y CORNER, i S89*23'15"W, 61.65'—\-) >-
Ln LOT 6 BLOCK C, SEL Y CORNER, Lu
91C9
522, LOT 6, BLOCK C, C>)� tn-
N- 25 00' 25. DO'l --) <M.M. HEIL AVE TRA C T 522, Lo Lu-
19149 M.M.
— — — — — —�--LS892J'15"W, 61.65
(N8923'15"E, 1 115.00' R)
15.00 690.20' 40.1 00' 15.
A I
iz
v (N 8 9*2 Yl 5"E, 1320.20' R)
L S WL Y CORNER TRACT 522,
19149 M.M. HEIL AVE
NOTE:
LINE TA BL E.- LOT DIMENSIONS SHOWN
Ll= N00*4445"W, 8.00' HEREON,WERE DETERMINED 15 0 JO
L2= N8923'15"E, 4. 15 FROM RECORD DATA, NO
LJ= NOO-4445-W, 15.00' FIELD SURVEY WAS
L4= N00*4445"W, 25.00' PERFORMED TO DETERMINE SCALE 1" = JO'
SHOWN DIMENSIONS.
7882 ALHAMBRA AVENUE
( APN 142-103-20 )
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
RECORDING REQUESTED BY
Lawyers Title Company
WHEN RECORDED MAIL THIS DOCUMENT
AND TAX STATEMENTS TO:
SCEL Properties LLC
620 Newport Center Drive
12th Floor
Newport Beach, CA 92660
APN: 142-103-05, 20
Escrow No: 09271866-916-GKB
Title No: 9305248
Space above this line for Recorder's use
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S)
DOCUMENTARY TRANSFER TAX IS $484.00, CITY TAX N/A
computed on full value of property conveyed,
City of Huntington Beach,AND
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
City of Huntington Beach, a Municipal Corporation
hereby GRANT(S) to
SCEL Properties LLC,a Delaware limited liability company
the following described real property in the City of Huntington Beach, County of Orange, State of California:
Please see Exhibit"A"attached hereto and made a part hereof.
Commonly known as: 7802 Alhambra Avenue/7882 Alhambra Avenue, Huntington Beach, CA
Dated: June 21, 2013 City of Huntington Beach, a Municipal
Corporatio
STATE OF CALIFORNIA �,,�y ,�,, ss:
COUN �F a i2 1,
On 4Z�"k�Y t /a , before me,
a Notary Public, By:
(here insert name and e of thepfficer) l Name: til}� 26 N, Ij� *R
personally appeared LL�U-c�C L7 Its:
who proved to a on the basis f satisfactory evidence to
be the person whose name(, is/a94 subscribed to the
within instrument and acknowledged to me that he/
s0/t* executed the same in hi /Vry ;thdir authorized
capacity(ixes), and that by his/or/Mir signature(A on the It1iTHLEEN NELSON
instrument the person(, or the entity upon behalf of which Commlogion#J991094ft* at
the person( acted, executed the instrument. Notary Public-California
I certify under PENALTY OF PERJURY under the laws of the Orange County
State of California that the foregoing paragraph is true and My Comm.E xplreLSg 23.2016+
correct.
WITNESS my hand an official seal.
Signature
(This area for notary stamp)
(WAIL TAX STATEMENTS AS DIRECTED ABOVE
LAWYERS TITLE COMPANY
4100 Newport Place Dr, Suite 120, Newport Beach, CA 92660
Phone:J,949)L724-314.0 F-ax:-(249)_7.24-3173
Sellers Closing Statement
Estimated_
Escrow Officer: Escrow No: Close Date: Proration Date: Date Prepared:
Grace Kim 09271866-916 06/27/2013 06/27/2013 06/2 V2013
GKB
Seller(s): City of Huntington Beach,a Municipal Corporation of the State of California
Property: 7802 Alhambra Avenue/7882 Alhambra Avenue
Huntington Beach,CA
Description Debit Credit
TOTAL CONSIDERATION:
Total Consideration 440,000.00
PRORATIONS AND ADJUSTMENTS:
Sewer Tax for 2nd half 2012-2013 from 06/27/2013 to 07/01/2013 based on 3.27
the Semi-Annual amount of$147.00
RECORDING FEES:
County Transfer Tax to Lawyers Title 0.00
Sub Totals 0.00 440,003.27
Proceeds Due Seller 440,003.27
Totals 440,003.27 440,003.27
This state ent is based on information available to the escrow holder as of the date this statement was prepared and the closing date shown
above. Actual amounts may change and/or vary depending on updated information received and the final closing date.
Printed by Grace Kim on 06/21/2013-11:45:19AM Page 1 of 2
LAWYERS TITLE COMPANY
4100 Newport Place Dr, Suite 120, Newport Beach, CA 92660
Phone: (949)724-3140 Fax: (949)724-3173
Sellers Closing Statement
Estimated
Escrow Officer: Escrow No: Close Date: Proration Date: Date Prepared:
Grace Kim 09271866-916 06/27/2013 06/27/2013 06121/2013
GKB
Seller(s):
City of Huntington Beach,a Municipal
Corporatlo of the State of California
By:
INamt.'WbA6M, G/7� m R
This statement is based on information available to the escrow holder as of the date this statement was prepared and the closing date shown
above. Actual amounts may change and/or vary depending on updated information received and the final closing date.
Printed by Grace Kim on 06/21/2013-11:45:19AM Page 2 of 2
1.�11
Clad&
RESOLUTION NO. 2010-87
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH DECLARING THE
DISPOSITION OF CERTAIN SURPLUS PROPERTY
WHEREAS,the City of Huntington Beach is the owner of certain real property more
particularly set forth on Exhibit A which is attached hereto and incorporated by this reference
and consists of Assessor's Parcel Numbers 142-103-02, 142-103-05, 142-103-20, 159-121-20,
159-151-15 and 024-206-13.
The City acquired said parcels as a result of various street widening projects.
The City Administrator has recommended to this Council that said property be declared
Surplus Property("the Surplus Property"); and
Huntington Beach Municipal Code Section 3.06.010(b) authorizes the City to dispose of
Surplus Property, end sets out the procedures therefore,
NOW; THEREFORE, the City Council of the City of Huntington Beach does hereby
resolve as follows:
1. That the real property described above is surplus and the public interest and
necessity require the disposition thereof.
2. All parcels have been appraised to establish the fair market value.
3. The costs incurred in preparing the land for sale including all related expenses and
appraisal fees have been added to and made a part of the value to be paid on the sale of the
Surplus Property.
4. The Surplus Property is to be first offered for sale to the adjacent property owner;
if there exists no interest, it then will be made available to the general public through a highest
sealed bid process subject to a declared reserve.
5. The Surplus Property described herein is to be sold for cash.
10-2565/49411
Resolution No. 2010-87
6. The City Administrator is hereby authorized and directed to execute all
documents and take all steps necessary to dispose of such Surplus Property,pursuant to the
determinations of this Council and the procedures set forth in Chapter 3.06 of the Huntington
Beach Municipal Code.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 15th day of November ,2010.
Ma r
REVI E AND APPROVED: APPROVED AS TO FORM:
7/7l-ram !c7
Ci inistrator City Attorney 4%0 li'l k%o
INITIATED A D A PROVED:
kre—ctorlof Eco om'c Development
10-2565/49411