HomeMy WebLinkAboutAdopt Resolution No. 2014-19 declaring the disposition of tw AGREEMENT FOR SALE OF SURPLUS REAL
PROPERTY AND ESCROW INSTRUCTIONS
This Sales Agreement ("Agreement") is made and entered into on this 8 A day of
oc-±C) h er , 2014, by and between the City of Huntington Beach, a
California municipal corporation, ("City") and Colleen Talbot and Kelly Dela Cruz ("Buyer")
collectively the "Parties." 1
WHEREAS, the City owns that certain real property located in the City of Huntington
Beach, Orange County, California, which pursuant to Huntington Beach Municipal Code
Chapter 3.06 has been determined to be surplus real property and available for disposal; and
The City Council authorized the disposal of the surplus real property on May 19, 2014.
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 real property (Property), hereinafter described, subject to the terms and
conditions set forth in this Agreement. The real property that is the subject of this offer consists
of approximately 483 square feet located in the City of Huntington Beach, County of Orange,
State of California and legally described in the attached Exhibits"A" and`B."
2. PURCHASE PRICE
2.1 Purchase Price. The total purchase price to be paid by Buyer to City for
Property shall be One Thousand Five Hundred Dollars ($1,500.00).
2.2 Payment of the Purchase Price. The Purchase Price for the Property
shall be payable by Buyer as follows: Upon the Close of Escrow, 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 Purchase Price plus Escrow Holder's
estimate of Buyer's closing costs, prorations and charges payable pursuant to this Agreement.
All escrow, recording and title insurance costs to be paid by Buyer.
3. CONDITIONS OF SALE
3.1 Buyer's Costs. Buyer shall pay all recording fees, documentary transfer
taxes, escrow fees, policies of title insurance, and any other costs connected with the closing of
this transaction.
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
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escrow holder 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 shall have received an executed counterpart of this
Agreement from both Buyer and City ("Opening Date"). Escrow Holder shall notify Buyer and
City, in writing, of the date Escrow is opened 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 of 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 Escrow, 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 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. Title shall be evidenced by the willingness of the Title
Company to issue its CLTA Standard Form Policy or Binder of Title Insurance ("Title Policy")
in the amount of the Purchase Price showing title to the Property vested in Buyer subject only to
the Approved Condition of Title.
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
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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:
(a) Preliminary Title Report and Exceptions. Immediately after
escrow is opened as provided herein, Buyer agrees to cause
Commonwealth Title Company to issue a Preliminary Title Report
relating to the Property. Within fifteen (15) days after escrow has been
opened, the Buyer will cause Commonwealth to issue an Amendment to
Escrow Instructions, which indicates those title exceptions that the Buyer
will accept. City will have ten (10) days after receipt of such amendment
to review and approve it. In the event of non-approval, escrow will fail
and each party will instruct Commonwealth 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, 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 approval of the results. 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. 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. Buyer will provide City, upon request,
at no cost, copies of any Buyer's investigation reports obtained by the
Buyer, if any.
(e) Council Approval. The completion of this transaction, and the
escrow created hereby, is contingent upon the specific acceptance and
14-4293/110932 Page 3 of 11
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approval of the City by action of the City Council, or its duly authorized
City Manager pursuant to City Council Resolution No. 2014-19.
(f) The property is sold in its present condition as of the date of
acceptance subject to the Buyer's investigation rights.
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 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 Folder. 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, 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
Deed, but to supply same by separate affidavit.
14-4293/110932 Page 4 of 11
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. In
addition to any express agreements of City contained herein, the following constitute
representations and warranties of City to Buyer, of this Agreement:
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 at close of escrow.
4.4 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 4.6 below. 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 4.6. 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.
4.5 As-Is Purchase. Except as provided in paragraph 4.4, 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;
14-4293/110932 Page 5 of 11
(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 property; (vii.) the
condition of title to the Property; and(viii.)the economics of the operation of the Property.
4.6 Existing Investigations, Studies, and Documents. Buyer has knowledge
of the following investigations, studies, and documents as provided by City in connection with
his/her decision to purchase 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.
4.7 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.
4.8 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, of this Agreement:
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
14-4293/110932 Page 6 of I I
(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.
(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.
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. Buyer agrees to provide to City, at no cost, upon request of City, complete
copies of all inspection reports obtained by Buyer concerning the Property.
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 any rights to do so hereunder, that at close of escrow Buyer
14-4293/110932 Page 7 of I I
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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.
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 made by the
Buyer pursuant to this Agreement.
14-4293/110932 Page 8 of 11
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."
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 Colleen Talbot and Kelly Dela Cruz
Attn: Real Estate Services 9192 Madeline Drive
2000 Main Street Huntington Beach, CA 92646
Huntington Beach, CA 92647
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 Sections
6700 and 7701 of the California Government 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. SEVERABILITX. 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
14-4293/110932 Page 9 of 11
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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.
18. EXHIBITS. The following Exhibits are attached to this Agreement and
incorporated by reference herein:
Exhibit A. Property Description
Exhibit B: Property Sketch
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 parry 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. Buyer represents to City 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.
Buyer 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 Buyer or its agent,
employees or representatives, Buyer will indemnify, defend and hold City free and harmless
from and against any and all loss, liability, cost, damage and expense (including attorneys' fees
and court costs) in connection therewith. Buyer agrees to pay, at its sole cost and expense, when
due, any and all brokerage commissions incurred by Buyer heretofore or hereafter incurred prior
to close of escrow.
14-4293/110932 Page 10 of 11
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.
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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices the day, month and year first above written.
BUYER CITY OF HUNTINGTON BEACH, a
municipal orporation of the State of
Cahforn
Colleen Talbot
Im � � Ci p. anager
Kelly Delal Cruz (J (pursuant to City Council Resolution 2014-19)
INITIATED AND APPROVED:
Deputy Director of Buo ess Development
A PROVED AS TO FORM:
M � �
1A1+
City Attohiey A,
'-? ' pt !
14-4293/110932 Page 11 of 11
BEING THE WESTERLY 5.00 FEET OF THAT 10 FOOT WIDE LOT"A" DEDICATED TO THE
CITY OF HUNTINGTON BEACH FOR WALKWAY PURPOSES ON TRACT NO. 6080, IN THE
CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
SHOWN ON THE MAP FILED IN BOOK 230, PAGES 3 AND 4, OF MISCELLANEOUS MAPS,
RECORDS OF THE COUNTY RECORDER.
CONTAINS: 483 SQ. FT. MORE OR LESS
AS SHOWN ON EXHIBIT "B"ATTACHED HERETO AND MADE A PART HEREOF.
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ALDEN & LEGAL(DESCRHIBIT,IPTION
SSOCIATES TO ACCOMPANY A SKETCH FOR
QUITCLAIM OF LOT"A", TRACT NO. 6080, M.M. 230/3-4
CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA
2552 WHITE ROAD,SUITE B.IRVINE,CA 92614-6274 W.O. No.1489-844-PW2 Date: 06/26/2014
(949)-660-0110 FAX:660-0418 Engr.B.J.W. Chk'd. J.W. Sheet I of I
LINE TABLE
LINE BEARING DISTANCE
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L2 I N 89°32'56" E 1 44.04'
No. 7914
Exp. 12-31-15
CURVE TABLE
CURVE DELTA RADIUS LENGTH lF �F C N�
W
Cl 61019'23" 50.00' 53.51' Z
Q 30'
C2 36052'12" 50.00' 32.18' '1 40 20 0 40
C3 22001'52" 50,00' 19.23' J
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C4 14°50'20" 50.00' 12.95' Z
W SCALE IN FEET
C5 29003'41" 50.00' 25.36' _0 I 1 inch =40 ft.
C6 07°48'31 50.00' 1 6.82' 0
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84.54' 113.00'
79.47' 107,92' 37.00'
N 89032'56" E BASIS OF BEARINGS 654.54'
10.15'
BEARINGS SHOWN HEREON ARE BASED UPON THE S'LY LINE OF TRACT NO. 6080,
M.M. 230/3-4, BEING NORTH 89032'56" EAST.
INDICATES LINES OF LOT "A" TO BE QUITCLAIMED.
ALDEN & EXHIBIT "B"
SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION
FOR QUITCLAIM OF LOT"A", TRACT NO. 6080, M.M. 230/13-14
CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA
2552 WHITE-ROAD,SUITE B•IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 06/26/2014
(949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.,J,W. Sheet 1 of 1
AGREEMENT FOR SALE OF SURPLUS REAL
PROPERTY AND ESCROW INSTRUCTIONS
This Sales Agreement("Agreement") is made and entered into on this 13 -rh day of
D c+o h P►- , 2014, by and between the City of Huntington Beach, a
California municipal corporation, ("City") and Neil Baker and Gwendolyn Baker ("Buyer")
collectively the "Parties."
WHEREAS, the City owns that certain real property located in the City of Huntington
Beach, Orange County, California, which pursuant to Huntington Beach Municipal Code
Chapter 3.06 has been determined to be surplus real property and available for disposal; and
The City Council authorized the disposal of the surplus real property on May 19, 2014.
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 real property (Property), hereinafter described, subject to the terms and
conditions set forth in this Agreement. The real property that is the subject of this offer consists
of approximately 466 square feet located in the City of Huntington Beach, County of Orange,
State of California and legally described in the attached Exhibits "A" and"B."
2. PURCHASE PRICE
2.1 Purchase Price. The total purchase price to be paid by Buyer to City for
Property shall be One Thousand Five Hundred Dollars ($1,500.00).
2.2 Payment of the Purchase Price. The Purchase Price for the Property
shall be payable by Buyer as follows: Upon the Close of Escrow, 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 Purchase Price plus Escrow Holder's
estimate of Buyer's closing costs, prorations and charges payable pursuant to this Agreement.
All escrow, recording and title insurance costs to be paid by Buyer.
3. CONDITIONS OF SALE
3.1 Buyer's Costs. Buyer shall pay all recording fees, documentary transfer
taxes, escrow fees, policies of title insurance, and any other costs connected with the closing of
this transaction.
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
1442931110831.doc Page I of 11
d s
escrow holder 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 shall have received an executed counterpart of this
Agreement from both Buyer and City ("Opening Date"). Escrow Holder shall notify Buyer and
City, in writing, of the date Escrow is opened 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 of 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 Escrow, 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 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. Title shall be evidenced by the willingness of the Title
Company to issue its CLTA Standard Form Policy or Binder of Title Insurance ("Title Policy")
in the amount of the Purchase Price showing title to the Property vested in Buyer subject only to
the Approved Condition of Title.
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
14-4293n10831.aoe Page 2 of I I
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:
(a) Preliminary Title Report and Exceptions. Immediately after
escrow is opened as provided herein, Buyer agrees to cause
Commonwealth Title Company to issue a Preliminary Title Report
relating to the Property. Within fifteen (15) days after escrow has been
opened, the Buyer will cause Commonwealth to issue an Amendment to
Escrow Instructions, which indicates those title exceptions that the Buyer
will accept. City will have ten (10) days after receipt of such amendment
to review and approve it. In the event of non-approval, escrow will fail
and each party will instruct Commonwealth 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, 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 approval of the results. 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. 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. Buyer will provide City, upon request,
at no cost, copies of any Buyer's investigation reports obtained by the
Buyer, if any.
(e) Council Approval. The completion of this transaction, and the
escrow created hereby, is contingent upon the specific acceptance and
144293/1 1 083 1.doc Page 3 of 11
r
approval of the City by action of the City Council, or its duly authorized
City Manager pursuant to City Council Resolution No. 2014-19.
(f) The property is sold in its present condition as of the date of
acceptance subject to the Buyer's investigation rights.
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 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 Holder. 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, 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
Deed, but to supply same by separate affidavit.
1411293/110831.doc Page 4 of 11
.r
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. In
addition to any express agreements of City contained herein, the following constitute
representations and warranties of City to Buyer, of this Agreement:
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 at close of escrow.
4.4 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 4.6 below. 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 4.6. 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.
4.5 As-Is Purchase. Except as provided in paragraph 4.4, 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;
144293/110831.doc Page 5 of I I
(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 property; (vii.) the
condition of title to the Property; and (viii.) the economics of the operation of the Property.
4.6 Existing Investigations, Studies, and Documents. Buyer has knowledge
of the following investigations, studies, and documents as provided by City in connection with
his/her decision to purchase 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.
4.7 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.
4.8 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, of this Agreement:
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 terns and conditions hereof and thereof.
14-4293/110831.aoc Page 6 of 11
(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.
(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.
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. Buyer agrees to provide to City, at no cost, upon request of City, complete
copies of all inspection reports obtained by Buyer concerning the Property.
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 any rights to do so hereunder, that at close of escrow Buyer
14-4293/110831.doc Page 7 of I I
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.
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 made by the
Buyer pursuant to this Agreement.
14-4293i110831.aoc Page 8 of 11
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."
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 Neil and Gwendolyn Baker
Attn: Real Estate Services 9202 Madeline Drive
2000 Main Street Huntington Beach, CA 92646
Huntington Beach, CA 92647
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 Sections
6700 and 7701 of the California Government 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
14-4293/11083 Ldoc Page 9 of 11
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.
18. EXHIBITS. The following Exhibits are attached to this Agreement and
incorporated by reference herein:
Exhibit A. Property Description
Exhibit B: Property Sketch
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. Buyer represents to City 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.
Buyer 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 Buyer or its agent,
employees or representatives, Buyer will indemnify, defend and hold City free and harmless
from and against any and all loss, liability, cost, damage and expense (including attorneys' fees
and court costs) in connection therewith. Buyer agrees to pay, at its sole cost and expense, when
due, any and all brokerage commissions incurred by Buyer heretofore or hereafter incurred prior
to close of escrow.
144293/110831.doc Page 10 of 11
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.
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 WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices the day, month and year first above written.
BUYER Jo_ CITY OF HUNTINGTON BEACH, a
municipal co oration of the State of
California
Neil Baker
a ���.�/ Ci4lOanager
Gwendolyn Bilker (pursOmt to City Council Resolution 2014-19)
INITIATED AND APPROVED:
Dep ty Direct of Business Development
APPROVED AS TO FORM:
�, ity Attorney
14-4293/110831.doc Page 11 of 11
BEING THE EASTERLY 5.00 FEET OF THAT 10 FOOT WIDE LOT "A" DEDICATED TO THE
CITY OF HUNTINGTON BEACH FOR WALKWAY PURPOSES ON TRACT NO. 6080, IN THE
CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
SHOWN ON THE MAP FILED IN BOOK 230, PAGES 3 AND 4, OF MISCELLANEOUS MAPS,
RECORDS OF THE COUNTY RECORDER.
CONTAINS: 466 SQ. FT. MORE OR LESS
AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF.
\0�AL LApQ s
No. 7914
J, Fip- 12-31-15
r7lF OF C1►1.���`$
EXHIBIT"A"
ALDEN & LEGAL DESCRIPTION
SSOCIATES TO ACCOMPANY A SKETCH FOR
QUITCLAIM OF LOT"A", TRACT NO. 6080, M.M. 230/3-4
CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA
2552 WHITE ROAD,SUITE B•IRVINE,CA 926I4-6274 W.O. No.1489-844-PW2 Date: 06/26/2014
(949)-660-01I0 FAX:660-0418 Engr.B.J.W. Chk'd, J.W. Sheet 1 of 1
LINE TABLE
LINE BEARING DISTANCE
pl LA s
L1 N 10*16'11" W 95.10'
L2 N 89°32'56" E 44.04'
No. 7914
Q
CURVE TABLE Exp. 12-31-15
CURVE DELTA RADIO EN ��lF Of
S LENGTH I
W
Cl 61019'23" 50.00' 53.51' Q
C2 W52'12" 50.00' 32.18. -1 30'
J 40 20 0 40
C3 22001'52" 50.00' 19.23'
F-
C4 14"50'20" 50.00' 12.95' Z
W SCALE IN FEET
C5 29003'41" 50.00' 25.36' 0 1 1 inch =40 ft.
C6 07°48'31" 50.00' 6.82' V
U
0 21
MADELINE DRIVE
o N_21"34_50_ C C4
/ 1 2 1. y ,\C�?
C3 /
C5 Cl
C6 / !
�j.00' �2 A�
5.00' 10.00' Q`� srj j 22
mpr'•
25 O 24 � 4'0 q 23
TRACT NO. j°� 1 1 w(' 6080 M.M. 230/3-4
a LOT URI
z
84.54' 113.00'
79,47' s 107.92' 37.00'
------ N 89°32'56" E BASIS OF BEARINGS 654.54'
10.15,
BEARINGS SHOWN HEREON ARE BASED UPON THE S'LY LINE OF TRACT NO. 6080,
M.M. 230/3-4, BEING NORTH 89032'56" EAST.
— INDICATES LINES OF LOT "A" TO BE QUITCLAIMED.
VWDEN & EXHIBIT "B"
SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION
FOR QUITCLAIM OF LOT"A", TRACT NO. 6080, M.M. 230/13-14
CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA
2552 WHITE ROAD.SUITE B•IRVINE,CA 92614-6236 W.O. No. 1498-844-PW2 Date 06/26/201 4
(949)660-0110 FAX 660-0418 Engr. B.J.W. Chk'd.J.W. Sheet 1 of 1
Dept. ID ED 14-15 Page 1 of 2
- Meeting Date:5/19/2014
-
CITY OF HUNTINGTON BEACH
REQUEST FOR. CITY COUNCIL ACTION
MEETING DATE: 5/19/2014
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Ken Domer, Assistant City Manager
Kellee Fritzal, Deputy Director Business Development
SUBJECT: Adopt Resolution No. 2014-19 declaring the disposition of two (2) surplus City-
owned properties and sale to adjacent property owners - southeast corner of
Garfield Avenue and Gothard Street and a walkway at Madeline Lane and
Occidental Lane
Statement of Issue:
City Council is asked to adopt a resolution declaring the surplus and disposition of City-owned
unaddressed properties consisting of a remnant parcel located at the southeast corner of Garfield
Avenue and Gothard Street, and an unnecessary walkway at Madeline and Occidental Lanes.
These properties were obtained through a street widening project and a tract map grant,
respectively.
Financial Impact:
Approximately $48,000.00 in revenue could be generated if both the properties are sold. Revenue
will be allotted to the Traffic Impact Fund.
Recommended Action:
A) Adopt Resolution No. 2014-19, "A Resolution of the City Council of the City of Huntington Beach
Declaring the Disposition of Certain Surplus Property;" and,
B) Authorize the City Manager to execute all related documents.
Alternative Action(s):
Do not approve the Resolution and direct staff as necessary.
Analysis:
As a result of the Gothard Street widening and realignment, which was completed in 2001, the City
currently owns a small, 3,000 square foot remnant parcel on the east side of Gothard Street at
Garfield Avenue. (Attachment#1) The parcel is not independently developable. However, the parcel
has plottage value to the adjacent property owner, YMCA. The YMCA has offered to purchase the
City-owned property at fair market value. The YMCA plans to join this remnant parcel to their
existing vacant property to make a larger, more developable property. The street and sidewalk area
will be retained by the City as an easement.
The second property is a walkway to the former Wardlow School (now closed). The adjoining
owners have offered to purchase the walkway at fair market value and divide it equally between
Item 6. - 1 11 , -114-
Dept.ID ED 14-15 Page 2 of 2
Meeting Date:5/19/2014
their properties. As part of the City's approval of the Tri-Pointe development project, the closure of
the former walkway was included. The two adjoining property owners are interested in purchasing
their share.
Public Works and Business Development staff confirmed with other City Departments that they do
not have any use or need for the properties. Pursuant to Government Code 54221, this land is
exempt for any surplus land requirements; therefore it was not necessary to notify other public
agencies.
The Planning Commission on March 25, 2014, reviewed the two parcels and adopted General Plan
Conformance No.14-001, which allows for the reversion/sale of this property to the adjacent
owners. Additionally, Chapter 3.06 of the Huntington Beach Municipal Code allows the Council to
determine that disposition of surplus real property to the adjacent owners is in the public's interest.
If the Resolution is approved, staff will first offer the properties for sale to the adjacent
property owners. If there is no interest, the properties will be made available to the general public
through a bid process.
Staff recommends that the City Council adopt a resolution declaring the properties surplus and also
approve the sale to the adjacent property owners, at fair market value.
Environmental Status:
Not applicable
Strategic Plan Goal:
Improve long-term financial sustainability
Attachment(s):
1. Resolution No. 2014-19. "A Resolution of the City Council of the City of Huntington Beach
Declaring the Disposition of Certain Surplus Property" including Exhibit "A" Map of Gothard
Street at Garfield Avenue and Exhibit "B" Map of walkway to the former Wardlow School
I iB -1 15- Item 6. - 2
RESOLUTION NO. 2014-19
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 at the
intersection of Gothard Street and Garfield Avenue and a walkway at the intersection of
Madeline and Occidental Lanes, as more particularly set forth in Exhibits`A'and`B;'respectively,
attached hereto and incorporated by this reference; and
The City acquired the parcels as follows: the Lot at Gothard Street and Garfield Avenue
was acquired by Grant Deed from Donald A. Weir and Margaret Weir, Trustees of the
Declaration of Trust dated July 13, 1990. The walkway was acquired in Fee Grant on Tract Map
#6080.
NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby
resolve as follows:
1. That the Parcels as described above are surplus and the public interest and
necessity require the disposition thereof; and
2. Because of low values, the Parcels were not appraised (per exception in Section
3.06.010(b) of the Huntington Beach Municipal Code). Fair market value was negotiated with
the adjacent property owners; and
3. The costs incurred in preparing the Parcels 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
Parcels; and
4. The Parcels are to be sold for cash to the adjacent property owners for the amount
described in the Agreement for Acquisition and Escrow Instructions to be approved concurrently
herewith; and
5. The City Manager 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.
14-4182/107901.doc 1
Resolution No. 2014-19
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 19th day of May , 2014.
Mayor
REVIE ND APPROVED: APPROVED AS TO FORM:
City' n er C' y Att
1Io ey
INITIATED AND APPROVED:
Deputy Direc.orr of Business Development
14-4182/107901.doc 2
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Res. No. 2014-19
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on May 19, 2014 by the following vote:
AYES: Katapodis, Hardy, Shaw, Harper, Boardman, Sullivan
NOES: None
ABSENT: Carchio
ABSTAIN: None
City rk and ex-officio Cferk of the
City Council of the City of
Huntington Beach, California