HomeMy WebLinkAboutAGREEMENTS WITH HB AUTO I, LLC FOR PURCHASE OF PROPERTY LOCA e x City ®f Huntington Beach
2000 Main Street Huntington Beach, CA 92648
DEPARTMENT OF ECONOMIC DEVELOPMENT
® Business Development - Housing - Real Estate Redevelopment
714.536.5582 www.hbbiz.com fax - 714.375.5087
August 21,2008
Mickey Vandenberg
Investors Title Company
4667 MacArthur Blvd., Suite 150
Newport Beach,CA 92660
Dear Ms.Vandenberg,
Attached please find the signed copy of the Cancelation Instructions for escrow number
00108122-316-MV property address 7278 Edinger Avenue. Please remit funds and
return all documents held in escrow immediately.
Sincerely,
Kellee Fritzal
Deputy Director of Economic Development
Attachment: 1
C: Barbara Leibold
Doris Powell
Sister Cities: Anjo, Japan • Waitakere, New Zealand
premium, has not agreed to issue the ALTA Standard Coverage Owner's Title Insurance Policy
("Title Policy") for the Property underwritten by First American Title Company upon the Close
of Escrow, in the amount of the Purchase Price and in the form specified in the Pro Forma Title
Insurance Policy (as hereinafter defined) showing title to the Property vested of record in the
name of the Buyer in fee simple subject only to such exceptions as approved by Buyer in writing
prior to the Approval Date;
(iv) Buyer does not approve the condition of the Property after performing
the Buyer's Due Diligence (as hereinafter defined) prior to the Approval Date;
(v) in the course of performing the Buyer's Due Diligence, Buyer
determines that the cost of Remediation is too high and Buyer and Seller are unable to agree on a
purchase price mutually acceptable to the parties prior to the Approval Date;
(vi) Tenant does not permit Buyer access to the Property for purposes of
conducting the Buyer's Due Diligence;
(vii) Seller has not executed and delivered to Escrow the Grant Deed,
FIRPTA Certificate or Assignment and Assumption Agreement;
(viii) despite consistent good faith efforts by Buyer, Tenant and Buyer
have been unable to negotiate and execute a mutually acceptable Acquisition Agreement;
(ix) the condition of the Property is not similar in all material respects to
the condition of the Property as of the completion of the Buyer's Due Diligence;
(x) Seller has not delivered releases executed by Jurtwin, Inc., a California
corporation, Michael Todd Carson, and Rosemary Kathleen Carson, in a form mutually
acceptable to Buyer and Seller;
(xi) Seller has not delivered an acknowledgment of subordination in favor
of the Agency (in such form as is reasonably acceptable to the Agency) executed by the Tenant;
(xii) Seller has not delivered a Tenant's Estoppel Certificate (in the form
attached to the Standard Lease Agreement between Seller, Tenant and Jurtwin, Inc. dated April
19, 2004 (the "Lease")), executed by the Tenant;
(xiii) Seller has not delivered a Landlord's Estoppel Certificate (in the
form attached to the Lease), executed by the Seller; or
(xiv) Buyer's board has not approved the Acquisition Agreement between
Tenant and Buyer, or Tenant's franchisor has not signed such Acquisition Agreement.
6. Seller's Obligations. Seller shall deliver to Escrow on or before the expiration of
the Approval Period, the following:
A. An executed and recordable grant deed sufficient to convey title to Buyer
(the "Grant Deed") in substantially the form set forth in Exhibit B subject to no exceptions; and
Purchase Sale Agi 7872 Edinger FINAL.doc 4
B. A certification ("FIRPTA Certificate") duly executed by each party
comprising Seller under penalty of perjury in substantially the form of Exhibit C, setting forth
Sellers' addresses and social security numbers, and certifying that none of the parties comprising
Seller is a "foreign person" for purposes of Section 1445 (as may be amended) of the Internal
Revenue Code of 1986, as amended, and any regulation promulgated thereunder and Sellers are
resident taxpayers in the State of California for purposes of Revenue and Taxation Code Sections
18805 and 26131.
C. An executed assignment and assumption agreement for the Lease
substantially in the form of Exhibit F (the "Assignment and Assumption Agreement").
D. Releases executed by Jurtwin, Inc., a California corporation, Michael
Todd Carson, and Rosemary Kathleen Carson, in a form mutually acceptable to Buyer and
Seller;
E. An acknowledgment of subordination in favor of the Agency (in such
form as is reasonably acceptable to the Agency) executed by the Tenant;
F. A Tenant's Estoppel Certificate (in the form attached to the Lease),
executed by the Tenant;
G. A Landlord's Estoppel Certificate (in the form attached to the Lease),
executed by the Seller; and
H. A pro forma ALTA Standard Coverage Owner's Title Insurance Policy for
the Property, underwritten by First American Title Company (the "Pro Forma Title Insurance
Policy") with such endorsements as may be requested by Agency, in such form as is satisfactory
to Agency, issuable without condition upon payment of Title Company's regularly scheduled
premium, in the amount of the Purchase Price showing title to the Property vested of record in
the name of the Buyer in fee simple subject only to such exceptions as approved by Buyer in
writing.
7. Buyer's Obligations.
Buyer shall deliver to Escrow on or before noon, one business day before the
anticipated Close of Escrow the following:
A. The remaining amounts due to make up the Purchase Price; and
B. The Certificate of Acceptance (Attachment No. 2 to Exhibit B) and any
other documents reasonably required of it by the Escrow Agent in order to close Escrow.
8. Representations and Warranties.
The representations and warranties set forth herein shall survive the Close of
Escrow for a period of eighteen (18) months.
8.1 Representations and Warranties of Seller. Buyer represents that except
for the representations, warranties and covenants of Seller contained in this Section 8.1, it has
relied and shall rely solely upon (1) its own expertise and that of Buyer's consultants in
Purchase Sale Agt 7872 Edinger FINAL.doc 5
purchasing the Property, and (ii) Buyer's own knowledge of the Property based on its
investigations and inspections of the Property. Buyer has conducted, or by the Close of Escrow
will conduct,such inspections and investigations of the Property as Buyer deemed or shall deem
necessary, including, but not limited to, the physical and environmental conditions of the
Property and shall rely upon same. Except for the Seller's representations, warranties and
covenants and as may be expressly provided in this Section 8.1, upon Closing, Buyer shall
assume the risk that adverse matters, including, but not limited to, adverse physical and
environmental conditions, may not have been revealed by Buyer's inspections and
investigations. Buyer acknowledges and agrees that except for the representations and
warranties of Seller in this Section 8.1, upon Closing, Seller shall sell and convey to Buyer and
Buyer shall accept the Property "as is, where is," with all faults and defects (latent and apparent).
Except for the representations and warranties of Seller in this Section 8.1 and in any documents
executed and delivered by Seller at Closing pursuant to this Agreement, Buyer further
acknowledges and agrees that there are no oral agreements, warranties or representations,
collateral to or affecting the Property by Seller or any agent, employee or contractor of Seller or
any third party. Seller is not liable or bound in any manner by any oral or written statements,
representations, or information pertaining to the Property furnished by Seller, or any real estate
broker, contractor, agent, employee, servant or other person, unless the same are specifically set
forth in this agreement. Buyer acknowledges that the Purchase Price reflects the"as is" nature of
this sale and any faults, liabilities, defects or other adverse matters that may be associated with
the Property. Buyer has filly reviewed the disclaimers and waivers set forth in this agreement
with its counsel and understands the significance and effect thereof. Seller represents and
warrants to Buyer as follows:
a. Authority. Seller has full right, power and lawful authority to
grant, sell and convey the Property as provided herein; and
b. Leases. Seller has delivered to Buyer a true and accurate copy of
the rental agreement/lease and all related agreements between Seller and Tenant and except for
Tenant, there is no other tenant or persons who have a right to possess the Property or any
portion of it; and
C. Title. Seller, at the time of the execution of this Agreement, is
seized of the Property in fee simple and is the lawful owner of and has good indefeasible title to
the Property; and
d. Litigation. To Seller's knowledge, there are no actions, suits,
material claims, legal proceedings, or any other proceedings affecting the Property or any portion
thereof, at law, or in equity before any court or governmental entity, domestic or foreign; and
e. Condition of Property. To Seller's knowledge, and except as
otherwise disclosed on Exhibit D hereto or in the Due Diligence Reports, no defect or condition
of the Property or soil exists that may adversely affect Buyer's proposed development of the
Property.
f. No Environmental Hazard. To Seller's knowledge, and except
as otherwise disclosed on Exhibit D hereto or in the Due Diligence Reports, there are not present
on or about the Property any Hazardous Substances in quantities in violation of Governmental
Requirements, and Seller has not received any written notice from any governmental authority
Purchase Sale Agi 7872 Edinger FINAL doc 6
concerning the removal of any Hazardous Materials from the Property, or concerning any
restrictions on the use or development of the Property on account of the presence of any
Hazardous Materials on the Property.
g. No Violation. Neither the execution of this Agreement nor the
performance of the obligations herein will conflict with, or breach any of the provisions of any
bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument which
affects the Property; and
h. FIRPTA. Seller is not a "foreign person" within the parameters of
FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any similar
state statute, or that Seller has complied and will comply with all the requirements under
FIRPTA or any similar state statute; and
i. No Conflict. Seller's execution, delivery and performance of its
obligations under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Seller is a party or by which it is bound; and
j. Governmental Compliance. Seller has not received any notice
from any governmental agency or authority alleging that the Property is currently in violation of
any law, ordinance, rule, regulation or requirement applicable to its use and operation; and
k. No Seller Bankruptcy. Seller is not the subject of a bankruptcy
proceeding.
I. Due Diligence. Seller has delivered to Buyer complete and
accurate copies of all Due Diligence Reports.
M. Corporate Governance. Seller has delivered to Buyer a true,
correct and complete copy of Seller's Operating Agreement.
Except as set forth herein, references to the .`knowledge" of Seller shall
refer only to the actual knowledge of Michael Todd Carson, Rosemary Kathleen Carson, and
Jurtwin, Inc., a California corporation, and shall not be construed, by imputation or otherwise, to
refer to the knowledge any affiliate of Seller or any prior principals of Seller (or any of their
affiliates), or to any officers, agent, manager, representative or employee of any affiliate. Except
for fraud or intentional misconduct, the individuals named in this Section 8.1 shall have no
personal liability with respect to any matters set forth in this Agreement or any of Seller's
representations and/or warranties herein being or becoming untrue, inaccurate or incomplete.
Seller represents and warrants that the "knowledge" individuals listed above are the individuals
in control of the Seller who most possesses substantial and material knowledge of the Property
and its operations as compared to any other individual in control of the Seller.
8.2 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller as follows:
a. Authority. Buyer has full right, power, and lawful authority to
purchase the Property as provided herein; and
Purchase Sale Agt 7872 Edinger FINAL doc 7
b. No Conflict. Buyer's execution, delivery and performance of its
obligations under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Buyer is a party or by which it is bound.
8.3 Ongoing Representations and Warranties. Until the Close of Escrow,
Seller and Buyer shall, upon learning of any fact or condition which would cause any of the
warranties and representations made by them in Sections 8.1 and 8.2, respectively, not to be true
as of the Close of Escrow, immediately give written notice of such fact or condition to the other
party. Such exception to a representation shall not be deemed a breach by such party hereunder,
but shall constitute an exception which the other party shall have a right to approve or
disapprove.
If Buyer elects to close Escrow following disclosure of information that
would have an effect on the value and/or operation of the Property, Seller's representations and
warranties contained herein shall be deemed to have been made as of the Close of Escrow,
subject to such exception(s). If, following the disclosure of such information, Buyer elects to not
close Escrow, then this Agreement and the Escrow shall automatically terminate, and neither
party shall have any further rights, obligations or liabilities hereunder.
The representations and warranties set forth in Section 8 shall survive the
Close of Escrow for a period of eighteen (18) months.
9. Escrow Instructions. This Agreement constitutes the joint escrow instructions of
Buyer and Seller, and the Escrow Agent to whom these instructions are delivered is hereby
authorized and instructed to act under this Agreement. The Parties hereto agree to use
commercially reasonable best efforts to do all acts necessary to close this Escrow in the shortest
possible time.
Any insurance policies for fire or casualty are not to be transferred, and Seller will
cancel its own policies after the Close of Escrow.
All funds received in the Escrow shall be deposited with other escrow funds in a
general escrow account(s) and may be transferred to any other such escrow trust account in any
State or National Bank doing business in the State of California. All disbursements shall be
made by wire transfer from such account.
If in the opinion of Buyer it is necessary or convenient in order to accomplish the
Close of Escrow of this transaction, Buyer may require that the parties sign supplemental escrow
instructions as may be recommended by the Escrow Agent; provided that if there is any
inconsistency between this Agreement and the supplemental escrow instructions, then the
provisions of this Agreement shall control. The parties agree to execute such other and further
documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of
this Agreement
Escrow Agent is instructed to release Seller's and Buyer's escrow closing
statements to the respective parties.
9.1 Tax Adjustment Procedure. Escrow Agent is authorized and is
instructed to comply with the following:
Purchase Sale Agt 7872 Edinger FINAL doc 8
a. Pay and charge Seller for any unpaid delinquent taxes and/or
penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds
against the Property; and
b. Pay and charge Seller for all taxes which will be due at the Close
of Escrow and Escrow Agent shall prorate taxes consistent with the requirements of the Orange
County Tax Collector's office.
9.2 Authority of Escrow Agent. Escrow Agent is authorized to, and shall:
a. Pay and charge Seller for any amount necessary to place title in the
condition necessary to satisfy this Agreement;
b. Pay and charge Buyer and Seller for any escrow fees, charges, and
costs payable under this Agreement;
C. Disburse funds, deliver, and record the Grant Deed when Buyer
and Seller have fulfilled conditions of this Escrow;
d. Do such other actions as necessary, including obtaining the policy
of title insurance, to fulfill its obligations under this Agreement;
e. If the provisions of FIRPTA or similar state act apply to the
transaction memorialized in this Agreement, and unless Seller is not a "foreign person" or an
exemption applies, the Escrow Agent shall deduct and withhold from Seller's proceeds ten
percent (10%) of the gross sales price and shall otherwise comply with all applicable provisions
of FIRPTA and any similar state act. Seller and Buyer agree to execute and deliver as directed
by Escrow Agent any instrument, affidavit, and statement, and to perform any act reasonably
necessary to comply with the provisions of FIRPTA and any similar state act and regulation
promulgated thereunder. Each Seller expressly agrees to execute a Certificate of Non-Foreign
Status by individual transferor (Exhibit C) Certification of Compliance with Real Estate
Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent;
f. Prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax withholding forms including an
IRS 1099-5 form, and be responsible for withholding taxes, if any such forms are provided for or
required by law.
All time limits within which any matter herein specified is to be
performed may be extended, but only by mutual agreement of the parties hereto, and by
amendment of this Agreement. Any amendment of, or supplement to, this Agreement must be in
writing, and signed by both parties, hereto.
9.3 Termination. If (except for deposit of the Purchase Price by Buyer,
which shall be made by Buyer before the Close of Escrow as provided in Section 7) Escrow is
not in condition to close by the Outside Date due to the failure by a party to perform its
obligations hereunder, then either party which has fully performed under this Agreement may, in
writing, demand the return of money or property and terminate this Agreement. if neither party
has fully complied with the provisions of Escrow, no demand for return of documents shall be
Purchase Sale Agt 7872 Edinger FINAL doc 9
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EACH OF THE UNDEP.SI'$KW STATES TiiAT HE,HAS READ Tiff:FOREGOING INSTRUCTION&
AND UND WANM TiJVA "!DOES NEREM ACKNOWLEDGE ReCEII T qF A COPY OF
THESE INSTRUCTIONS:
in
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sy:
ay:Paul Emer��
Interim Executive Dir.
APPROVED AS TO FORM
M ;� ,City Atborztey
Sr.Df:puty City Attorney ��b g
Council/Agency Meeting Held:
Deferred/Continued to:
')kAppr ve ❑ Conditionally Approved ❑ Denied City �J'er 's Si Vature
Council Meeting Date: 5/5/2008 Department ID Number: ED08-11
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND AGENCY MEMBER
SUBMITTED BY: PAUL EMERY, INTERIM EXECUTIVE DIRECTOR
PREPARED BY: STANLEY SMALEW ITZ DEPUTY EXECUTIVE DIRECTOWMV
SUBJECT: APPROVE AGREEMENTS WITH HB AUTO I, LLC FOR PURCHASE
OF PROPERTY LOCATED AT 7872 EDINGER AVENUE
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: An agreement in the amount of $3,500,000 for the purchase of real
property at 7872 Edinger Avenue (APN 142-081-28) is submitted for approval (Attachment
#1). Acquisition of this property is necessary to complete Agency consolidation of property at
Edinger Avenue and Parkside Lane for redevelopment.
Funding Source: An appropriation of $3,500,000 from the Undesignated Fund Balance,
Merged Redevelopment Agency Capital Projects Fund to the Redevelopment Agency
business unit account (30580101.81100) is recommended. The Fiscal Impact Statement is
attached (Attachment# 2).
Recommended Action: Motion to:
1. Approve the Agreement and Escrow Instructions for Purchase and Sale of Real Property
between the Redevelopment Agency of Huntington Beach and HB Auto I, LLC for the
purchase of property located at 7872 Edinger Avenue.
2. Authorize Chairperson and Agency Clerk to sign and execute the Agreement and Escrow
Instructions for Purchase and Sale of Real Property
3. Authorize the Executive Director or designee to take any action and execute any and all
documents and agreements necessary to implement this agreement.
4. Appropriate $3,500,000 from the Merged Redevelopment Agency Capital Projects Fund
balance into account 30580101.81100.
REQUEST FOR REDEVELOPMENT AGENCY ACTION
MEETING DATE: 5/5/2008 DEPARTMENT ID NUMBER: ED08-11
Alternative Action(s):
1. Do not approve the Agreement and Escrow Instructions for Purchase and Sale of Real
Property and Acquisition Agreement and;
2. Continue the item and direct staff accordingly.
Analysis: The Agency owns five (5) contiguous parcels of land that border the property
owned by HB Auto I, LLC located at 7872 Edinger Avenue. (Attachment #3 Site Map) The
Agency parcels and the HB Auto property are located within the boundaries of Subarea No. 1
of the Huntington Beach Merged Redevelopment Project Area. The purpose of this
Agreement is to effectuate the Redevelopment Plan by providing for the acquisition of the
property. The HB Auto property is necessary to optimize the development of the Agency-
owned parcels. The potential benefits are consistent with the goals and objectives of the
Redevelopment Plan to: assemble land, maximize development opportunities, and remove
blight. Concurrently, the Agency and OTO Development are negotiating the terms and
conditions of a Disposition and Development Agreement (DDA) for the redevelopment of the
site subsequent to the purchase of the property by the Agency. OTO Development has
submitted a proposal to develop the site for a 144-room Marriott Springhill Suites Hotel. This
proposal is consistent with the land use recommendation being made in the Beach and
Edinger Corridor Specific Plan and will provide additional property tax increment to the
Agency and transient occupancy tax (TOT) to the city. The Bella Terra mall is directly across
from the proposed hotel site and will provide hotel guests with shopping and dining
opportunities within walking distance of the hotel, which has the potential to increase sales
tax revenues to the city.
If approved, the Agency will enter into a Purchase and Sale Agreement with the property
owner HB Auto I, LLC for the purchase of real property located at 7872 Edinger Avenue. The
purchase price for the property shall be $3,500,000. The sale is subject to the Agency's
completion of the due diligence of the property including review of the Preliminary Title
Report, environmental, geological, soil, and physical condition of the property and the
improvements. If the property is not acceptable for any reason, the Agency shall have the
right to terminate this Agreement.
An additional term of this Agreement is that HB Auto I, LLC will assign the lease with the
current tenant C.S.B. Partnership to the Agency. The Tenant operates a "Big O" Tire Store
on the property. As a result of the subsequent proposed redevelopment of the property, the
Agency has determined that it will be necessary for the Tenant to permanently cease to
occupy the property at some future date. The Agency is negotiating an Acquisition
Agreement with C.S.B. Partnership. The Acquisition Agreement will be submitted for Agency
approval as soon as possible after the purchase of the property. A condition of close of
escrow is that the Acquisition Agreement must be executed prior to the close of escrow. If
this condition is not met, the escrow will not close and this Agreement will be terminated.
If the Agency were unable to purchase the Property, the Agency could take steps toward
condemning the Property. However, the property owner has agreed to sell at fair market
-2- 4/24/2008 4:53 PM
REQUEST FOR REDEVELOPMENT AGENCY ACTION
MEETING DATE: 5/5/2008 DEPARTMENT ID NUMBER: ED08-11
value subject to the terms of the Agreement, and the acquisition becomes a "Friendly
Condemnation." The seller has requested that the Agency pursue this path due to the tax
advantages that a Friendly Condemnation provides.
Strategic Plan Goal:
L-1 Establish the vision and create a land use plan for reuse of critical parcels so that
the next phase of the community investment and improvement can begin.
The proposed hotel development on the assembled site has the potential to increase
property tax increment to the Agency and transient occupancy tax (TOT) and sales tax
revenues to the city. In addition, the proposed development is consistent with the long term
goals of the Beach and Edinger Corridor Specific Plan and the Redevelopment Plan for the
Huntington Beach Merged Project Area.
Environmental Status: Not applicable to property purchase.
Attachment(s):
City Clerk's
Page Number . Description1. Agreement and Escrow Instructions for Purchase and Sale of
Real Property
2. Fiscal Impact Statement
3. Site Ma
-3- 4/24/2008 4:48 PM
ATTACHMENT # 1
OWNER(S): HB Auto 1, LLC
APN: l 42-081-028
ESCROW NO.:
TITLE REPORT NO.:
AGREEMENT AND ESCROW INSTRUCTIONS FOR
PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE AND
SALE OF REAL PROPERTY (this "Agreement") is entered into as of MayOf, 2008,
("Reference Date") by and between the REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body corporate and politic ("Buyer"), and HB AUTO I
LLC, a California limited liability company ("Seller"), for Buyer's acquisition of certain real
property owned by Seller as hereinafter set forth and on the basis of the following facts,
intentions and understandings:
RECITALS
A. Seller is the present owner of that certain improved real property of approximately
22,521 square feet located at 7872 Edinger Avenue in Huntington Beach, California and within
the boundaries of the Subarea No.1 of the Huntington Beach Merged Redevelopment Project
Area ("Project Area"). The Property is generally described as Assessor's Parcel No. 142-081-
028, and more particularly described in Exhibit A (the "Property"). The Property is improved
with a commercial building, which is leased to C.S.B. Partnership ("Tenant"), who operates a
Big O Tires franchise on the Property.
B. Buyer owns five parcels adiacent to the Property and desires to acquire the
Property as a necessary and essential component to the redevelopment of the Buyer's parcels
consistent with the goals and objectives of the Redevelopment Plan for the Project Area. Seller
desires to convey fee simple absolute title in the Property to Buyer in accordance with the terms
and conditions of this Agreement, and Buyer desires to acquire the Property in accordance with
this Agreement.
C. Buyer and Seller acknowledge and agree that the purchase and sale of the
Property is being undertaken under threat of condemnation by Buyer, and if not for such threat of
condemnation, Seller would not agree to sell the Property to Buyer on the terms and conditions
set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged, the parties agree as follows:
1. Purchase and Sale. Upon the terms and conditions contained herein, Buyer
hereby agrees to purchase all of Seller's right, title and interest in and to the Property from Seller
and Seller agrees to sell, assign and convey all of Seller's right, title and interest in and to the
Property to Buyer.
2. Purchase Price; Deposits. The purchase price for the Property shall be Three
Million Five Hundred Thousand Dollars ($3,500,000) ("Purchase Price"). On or before May 9,
2008, Buyer will deposit into Escrow a refundable deposit in the amount of Fifty Thousand
Dollars ($50,000) ("Initial Deposit"). On the next business day immediately following the
earlier to occur of(1) the expiration of the Approval Period (as defined in Section 10.2 below) or
(ii) the completion by Buyer of its due diligence on the Property, Buyer shall deposit into Escrow
an additional refundable deposit in the amount of Three Hundred Fifty Thousand Dollars
($350,000) ("Second Deposit"). The Initial Deposit and the Second Deposit shall be
collectively referred to as the "Deposits." On the next business day immediately following the
expiration of the Approval Period, Seventy Five Thousand Dollars ($75,000) of the Deposits
shall be released to Seller by Escrow Agent and shall become nonrefundable to Buyer except in
the event of a default by Seller. The Deposits shall be applied to the Purchase Price upon the
Close of Escrow.
3. Escrow.
3.1 Opening of Escrow. Provided that this Agreement has been executed by
Buyer, the parties shall open escrow ("Escrow") on May 9, 2008 with Investors Title Company
(the "Escrow Agent") located at 4667 MacArthur Boulevard, Suite 150, Newport Beach,
California, Attention: Mickey Vandenberg.
3.2 Deliveries. Within three (3) business days of the execution of this
Agreement by Buyer, Seller shall deliver to Buyer complete and accurate copies of(i) all reports,
surveys and data relating to the environmental, geological, soil and/or physical condition of the
Property and/or the improvements thereon in the possession of Seller or its agents, which shall be
listed in Exhibit E hereto (collectively, the "Due Diligence Reports"), and (ii) all leases,
amendments, personal guaranties and other agreements related to the occupation of the Property
by Tenant or any other party possessing rights with respect to the Property; and (iii) a schedule
or schedules of rent paid and due, and all security or other deposits received or due, from any
tenant of the Property. Seller makes no representation or warranty whatsoever as to the accuracy
or completeness of the Due Diligence Reports, except that Seller warrants that it has no
knowledge that such reports contain intentional misrepresentation or intentionally omit material
information.
3.3 Escrow Fees, Charges and Costs.
a. Seller shall pay: (i) the cost of any documentary transfer taxes on
the Grant Deed, and (ii) fees for recording the Grant Deed.
b. Buyer shall pay: (1) Escrow Agent's fee; (ii) fees for recording and
filing any documents required to close escrow other than the Grant
Deed; (Ili) the cost of a premium for a California Land Title
Association Standard Policy of title insurance insuring the Property
in the amount of the Purchase Price; and (iv) the costs of any
extended coverage, American Land Title Association insurance
coverage, including any land survey costs, or other title policy in
excess of the premium for the standard coverage (CLTA) policy.
Purchase Sale Agt 7872 Edinger FINAL doc 2
4. Close of Escrow; Extensions.
4.1 Close of Escrow. Close of Escrow shall occur on or before June 19, 2008
(the "Outside Date"). If the Outside Date falls on a holiday or weekend, the Outside Date shall
be the following business day or Monday. The "Close of Escrow" shall mean the time and day
the Grant Deed is filed for record with the Orange County Recorder. The "Closing Date" shall
mean the day on which the Close of Escrow occurs.
4.2 Extension of Outside Date. Upon written instruction by the Agency to
Escrow Agent and deposit by the Agency of Twenty Five Thousand Dollars ($25,000) (the
"Extension Deposit") into Escrow on or prior to the Outside Date, the Outside Date shall be
extended for fifteen (15) calendar days (the "Extension Date"). In such event, Escrow Agent
shall release the Extension Deposit to Buyer on the next business day immediately following the
Outside Date. Upon such release, the Extension Deposit shall become nonrefundable to Buyer
except in the event of a default by Seller. The Extension Deposit shall be applied to the Purchase
Price upon the Close of Escrow. The Close of Escrow shall occur on the Extension Date. If the
Extension Date falls on a holiday or weekend, the Extension Date shall be the following business
day or Monday.
5. Conditions of Close of Escrow. The Close of Escrow is conditioned upon the
satisfaction of the following terms and conditions:
5.1 Seller's Conditions to Close of Escrow. The Seller, at its election, shall
not be obligated to close escrow if
(1) Buyer is in material default of this Agreement;
(ii) any of Buyer's representations and warranties contained herein shall
be proven materially untrue;
(iii) Buyer shall not have deposited the Purchase Price and Buyer's share
of costs described in Section 3.2(b) herein with Escrow Agent; or
(iv) Buyer shall not have deposited with Escrow Agent any document
reasonably required of it by Escrow Agent to close the Escrow.
5.2 Buyer's Conditions to Close of Escrow. The Buyer, at its election, shall
not be obligated to close escrow if-
(i) Seller is in material default of this Agreement;
(11) any of Seller's representations and warranties contained herein shall be
proven materially untrue;
(iii) if, after review of a preliminary title report issued by Title Company
(as hereinafter defined) (the "Title Report") or after issuance of the Pro Forma Title Insurance
Policy, (A) Buyer determines that the condition of title is not as represented herein by Seller, or
(B) Investor's Title Company ("Title Compan)''), upon payment of its regularly scheduled
Purchase Sale Agi 7872 Edinger FINAL doc 3
recognized until five (5) days after Escrow Agent shall have delivered copies of such demand to
all other parties at the respective addresses shown in this Agreement. If any objections are raised
within said five (5) day period, Escrow Agent is authorized to hold all papers and documents
until instructed by a court of competent jurisdiction or by mutual written instructions of the
parties. Buyer, however, shall have the sole option to withdraw any money deposited by it for
the acquisition of the Property. If no objections are raised within said five (5) day period, this
Agreement shall terminate. Termination of this Agreement shall be without prejudice as to
whatever legal rights either party may have against the other arising from this Agreement. If no
demands are made, the Escrow Agent shall proceed with the Close of Escrow as soon as
possible.
10. Title; Condition of the Property.
10.1 Delivery of Title Report. Within one (1) business day of the execution of
this Agreement, the Buyer shall be provided, at Seller's expense, with a Preliminary Title Report
on the Property.
10.2 Approval Period. From the Reference Date until 5:00 p.m. on May 16,
2008 (the "Approval Period"), Buyer shall review and approve the Preliminary Title Report and
review and investigate the physical and environmental condition of the Property and any other
factors or matters relevant to Buyer's decision to purchase the Property (collectively, the
"Buyer's Due Diligence"). if the Property or title thereto or any other factors or matters
relevant to Buyer's decision to purchase the Property are not acceptable for any reason
whatsoever, or the Acquisition Agreement has not been signed by Tenant and its franchisor,
Buyer shall have the right, by giving written notice to Seller on or before the last day of the
Approval Period, to terminate this Agreement. If Buyer does not deliver written notice
terminating this Agreement to Seller on or before the last day of the Approval Period, Buyer
shall be deemed to have approved the Property, the Initial Deposit shall be nonrefundable to
Buyer except in the event of a failure of a condition to the Close of Escrow described in Section
5.2 below or a default by Seller, and this Agreement shall continue in full force and effect.
11. Loss or Damage. Loss or damage to the Property, by fire or other casualty,
occurring prior to the recordation of the Grant Deed shall be at the risk of Seller. In the event
that loss or damage to the improvements on the Property, by fire or other casualty, occurs prior
to the Close of Escrow, Buyer may elect to (i) require that the Seller pay to Buyer the proceeds
of any insurance which may become payable to Seller by reason thereof; or (ii) reduce the total
price by an amount equal to the amount of insurance payable to Seller, whichever is greater.
12. Close of Escrow.
12.1 Time. When Title Company is in a position to issue the Title Policy and
all required documents and funds have been deposited with Escrow Agent, and Buyer and Seller
have advised the Escrow Agent in writing that the Conditions of Close of Escrow set forth herein
have been satisfied or waived, Escrow Agent shall immediately close Escrow as provided below.
The failure of Seller or Buyer to be in a position to close Escrow by the Outside Date shall
constitute a default hereunder by the party not in a position to close.
12.2 Procedure. Escrow Agent shall close Escrow for the Property as follows:
Purchase Sale Agi 7872 Edinger FINAL doc 10
(1) Record the Grant Deed with instructions for the Recorder of
Orange County, California to deliver the Grant Deed to Buyer;
(ii) Pay the Purchase Price to Seller reduced by appropriate charges
against Seller hereunder;
(iii) Deliver the FIRPTA Certificates to Buyer;
(iv) Instruct the Title Company to deliver the Title Policy to Buyer;
(v) File any informational reports required by Internal Revenue Code
Section 6045(e), as amended; and
(vi) Forward to both Buyer and Seller a separate accounting of all
funds received and disbursed for each party and copies of all executed and
recorded or filed documents deposited into Escrow, with such recording
and filing date endorsed thereon.
13. Condition of Lease; Environmental Matters; Indemnification.
13.1 Condition of Lease. Seller hereby permits Buyer to contact Tenant and
use commercially reasonable best efforts to negotiate the terms and conditions of Tenant's
ongoing occupancy upon and eventual vacation from the Property. Seller covenants not to
terminate the Lease or take any action with respect to the Lease or the Tenant without the prior
written consent of Buyer. Seller acknowledges that it has been informed that it is Buyer's intent
and desire to purchase the Property subject to the Lease. Seller agrees to assign the existing
Tenant lease agreement to Buyer by executing and delivering the Assignment and Assumption
Agreement.
Buyer agrees and acknowledges that Buyer shall take title to the Property
subject to the interests of Tenant. Notwithstanding the foregoing, Buyer desires to negotiate
lease termination and other related terms and conditions with the Tenant prior to the Close of
Escrow.
13.2 Environmental Matters. Buyer desires to investigate the soil and
groundwater associated with the Property. By its execution of this Agreement, Seller grants
Buyer the right to contact Tenant and to perform such environmental, Hazardous Materials, soils
and other testing on the Property as Buyer deems appropriate as part of the Buyer's Due
Diligence. In the event Tenant or Seller refuses to permit Buyer to perform such Buyer's Due
Diligence as Buyer deems appropriate, Buyer shall have the right to terminate this Agreement.
In order to determine whether soil, groundwater, or other contamination exists and whether
remediation is required, Buyer agrees to cause an environmental consultant or other party
deemed appropriate by Buyer to complete, at Buyer's sole cost and expense, such further
environmental surveys as recommended by the environmental or similar consultant and
requested by the Buyer, including, without limitation, a soil gas survey, groundwater testing, and
any other environmental surveys or investigations recommended by the Environmental
Consultant on the Property prior to the Close of Escrow.
Purchase Sale Agt 7872 Edinger FINAL doc I I
As part of the Due Diligence Reports, Seller agrees to provide Buyer with
copies of all written materials in Seller's possession pertaining to the physical condition, use or
occupancy of the Property that Seller received from Tenant and/or any governmental
environmental oversight agency, including, without limitation, the Regional Water Quality
Control Board. Seller further agrees to permit access to the Property to the Buyer's consultants
and Buyer for purposes of completing the Buyer's Due Diligence and to cooperate with the
environmental and other consultants and Buyer in connection therewith. Seller shall provide
such access (and cause Tenant to provide such access) to the Property and other items as
requested, by the consultants necessary to complete the Buyer's Due Diligence, including,
without limitation, the use of electrical or other power and water from the Property and sufficient
access to permit the performance of a soil and groundwater analysis and, if necessary, the taking
of soil and/or groundwater samples.
In the event Buyer determines prior to the Approval Date that remediation
is required due to the acts and/or omissions of Tenant or Seller upon the Property then,
notwithstanding anything herein to the contrary, the Close of Escrow shall not occur unless and
until Seller has assumed, to Buyer's satisfaction, full and complete financial responsibility for
that remediation on the Property that is within a timeframe, and in accordance with a remedial
action work plan ("RAW"), acceptable to Buyer and the appropriate environmental oversight
agency. Buyer acknowledges and agrees that Seller may agree to assume such responsibility in
the exercise of Seller's sole and absolute discretion. Subject to the mutual agreement of the
Parties, the implementation of the RAW may occur subsequent to the Close of Escrow. If for
any reason Seller fails to assume responsibility for that remediation, then Buyer shall have the
right (but not the obligation) to terminate this Agreement on or before the later of (i) the
Approval Date, or (ii) the date that is five (5) days after Seller's notification that it will not
assume such responsibility.
Within 30 days following the delivery of the RAW as provided herein,
Buyer shall (1) deliver a notice of Buyer's intent to proceed with the Remedial Work and
acquisition of the Property (the "Buyer Notice to Proceed"), or (ii) a notice of Buyer's intent to
not proceed which shall terminate this Agreement. Upon Delivery of the Buyer's Notice to
Proceed, Buyer shall be responsible for completing the remediation as provided in the RAW at
Seller's (and/or, if applicable, Tenant's) sole cost and expense.
13.3 Mutual Representations
Each Party may seek written representation from the environmental
consultants that the Party may rely on the findings and conclusions ("Reliance Letters") from
the environmental consultants of the other Party. Accordingly, the Parties hereby agree to
consent to the issuance of Reliance Letters by their respective consultants to the other Party in
the event that the consultant is also willing to provide such Reliance Letter.
13.4 Condition of the Property
a. Disclosure. Seller has delivered to Buyer copies of Seller's Due
Diligence Reports. Other than as may be disclosed in the Seller's Due Diligence Reports or on
Exhibit D hereto, Seller hereby represents and warrants to Buyer that Seller has not received any
additional written notice or communication from any government agency having jurisdiction
over the Property, notifying Seller, Tenant or any third party of, and Seller has no additional
Purchase Sale Agt 7872 Edinger FINAL doc 12
actual knowledge of, the presence of surface or subsurface zone Hazardous Materials in, on, or
under the Property, or any portion thereof in violation of Governmental Requirements.
b. Buyer's Investigation of the Property. Buyer shall have the right
to access the Property during regular business hours and upon reasonable Notice to Seller for the
purpose of obtaining data and conducting surveys and tests. Any surveys and tests conducted on
the Property by Buyer's representatives shall be done at the sole expense of Buyer and only after
Buyer has secured any necessary permits from the appropriate governmental agencies.
C. Soils, Groundwater and Engineering Assessment. Buyer shall
have the right, at its sole cost and expense, to engage its own consultants ("Buyer's Soils and
Engineering Consultants") to conduct a physical assessment and make such investigations as
Buyer deems necessary, including having prepared any "Soils and/or Groundwater Reports"
and/or "Engineering Reports" on the Property, and Seller shall promptly be provided a copy of
all final reports and test results (not including drafts) provided by Buyer's consultants ("Buyer's
Soils and Engineering Reports"). Buyer makes no representation or warranty whatsoever as to
the accuracy or completeness of Buyer's Soil and Engineering Reports, except that with respect
to the Buyer's Soil and Engineering Reports, Buyer warrants that it has no knowledge that such
reports contain intentional misrepresentation or intentionally omit material information.
d. Environmental Assessment. In addition to conducting a physical
assessment of the Property, Buyer shall have the right, at its sole cost and expense, to engage its
own environmental consultant ("Buyer's Environmental Consultant") to conduct an
environmental assessment and make such investigations as Buyer deems necessary, including
any "Phase I" and/or "Phase 2" investigations of the , and Seller shall promptly be provided a
copy of all final reports and test results (not including drafts) provided by Buyer's Environmental
Consultant ("Buyer's Environmental Reports"). Buyer makes no representation or warranty
whatsoever as to the accuracy or completeness of Buyer's Environmental Reports, except that
with respect to the Buyer's Environmental Reports, Buyer warrants that it has no knowledge that
such reports contain intentional misrepresentation or intentionally omit material information.
13.5 Definitions.
For purposes hereof:
"Governmental Requirements" means all laws, ordinances, statutes,
codes, rules, orders, decrees, requirements, resolutions, policy statements and regulations
(including, without limitation, those relating to land use, subdivision, zoning, the environment,
labor relations, prevailing wage, notification of sale to employees, Hazardous Materials,
occupational health and safety, water, earthquake hazard reduction and building and fire codes;
and including all environmental laws) of the United States, the State of California, the County of
Orange, the City of Huntington Beach ("City") and of any other political subdivision, agency or
instrumentality exercising jurisdiction over the Buyer, the Tenant, the Seller or the Property.
"Hazardous Materials" means any substance, material, or waste which is
or becomes regulated by any local governmental authority, the State of California, or the United
States Government, or which poses a significant present or potential hazard to human health and
safety, or the environment, if released into the environment, or a building, including, but not
limited to, any material or substance which is (i) defined as a "hazardous waste", "acutely
Purchase Sale Aet 7872 Edinger FINAL doc 13
hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed
under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of
Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as "hazardous
substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (x)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., (xii) methyl-tert butyl ether, or
(xiii) any other substance, whether in the form of a solid, liquid, gas or any other form
whatsoever, which by any Governmental Requirements either requires special handling in its
use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined
as `'hazardous" or harmful to human health or the environment.
"Representatives" means the agents, employees, members, independent
contractors, affiliates,- principals, shareholders, officers, Executive Directors, chairpersons,
council members, board members, committee members, and planning and other commissioners,
partners, attorneys, accountants, representatives, and staff of the referenced entity and the
predecessors, heirs, successors and assigns of all such persons.
14. Release
A. The Purchase Price constitutes an all-inclusive payment to Seller by Buyer
and Seller agrees, acknowledges and confirms that no additional consideration or payment is due
in connection with the Buyer's acquisition of the Property. Seller, on behalf of itself, its agents,
representatives, assigns, trustees, administrators, heirs, beneficiaries, and successors in interest,
hereby forever releases and discharges Buyer, City, and Buyer's and City's Representatives
(collectively, the "Buyer Released Parties") from, and forever waives, any and all claims, debts,
liabilities, demands, obligations, costs, expenses, actions and causes of action of every nature,
character and description, known or unknown, that Seller has now or may at any time hereafter
have against any of the Buyer Released Parties for consideration given by the Buyer for the
Property, including but not limited to, any claim to relocation assistance, relocation benefits or
compensation for property, fixtures, equipment or loss of goodwill.
B. In making this release, Seller intends to and does release, acquit
and discharge the Buyer Released Parties and each of them, from any liability, of any nature
whatsoever for any claim, injury, damages, consequential damages, or equitable or declaratory
relief in connection with the foregoing.
Purchase Sale Agi 7872 Edinger FINAL doc 14
15. General Provisions.
15.1 Real Estate Brokerage Commission. Except for Seller's engagement of
NAI Capital, Inc., as an agent and any payment due to such agent by Seller, Seller and Buyer
each represent and warrant to the other that no broker or finder is entitled to any commission or
finder's fee in connection with this transaction, and each agrees to defend and hold harmless the
other from any claim to any such commission or fee resulting from any action on its part.
15.2 Assignment. This Agreement shall be binding upon and shall inure to the
benefit of Buyer and Seller and their respective heirs, personal representatives, successors and
assigns. Buyer shall have the right to assign this Agreement or any interest or right under this
Agreement or under the Escrow without obtaining the prior written consent of Seller. The Seller
may not assign any of its rights pursuant to this Agreement without the written consent of the
Buyer. In no event shall any assignment relieve the assigning party of any of its obligations
under this Agreement.
15.3 Attorneys' Fees. In any action between the parties to interpret, enforce,
award, modify, rescind, or otherwise in connection with any of the terms or provisions of this
Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive
relief, or any other relief to which it might be entitled, reasonable costs and expenses including,
without limitation, litigation and other costs and reasonable attorneys' fees.
15.4 Approvals and Notices. Any approval, disapproval, demand, document
or other notice ("Notice") which either party may desire to give to the other party under this
Agreement must be in writing and may be given by any commercially acceptable means to the
party to whom the Notice is directed at the address of the party as set forth below, or at any other
address as that party may later designate by Notice. Any Notice given under this paragraph,
whether personally or by mail, shall be deemed received only upon actual receipt by the intended
party.
To Seller: HB AUTO 1, LLC
31 10 Newport Blvd.
Newport Beach, California 92663
Attn: Todd Carson
Phone: (949) 675-0101
Fax: (949) 675-0107
Copy to: PALMIERI, TYLER, WIENER, WILHELM & WALDRON LLP
2603 Main Street
East Tower— Suite 1300
Irvine, California 92614
Attn: Stephen A. Scheck, Esq.
Phone: (949) 851-7221
Fax: (949) 851-1554
Purchase Sale Agt 7872 Edinger FINAL doc 15
To Buyer: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: Executive Director
Copy to: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: City Attorney
Copy to: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: Agency Secretary
A copy of all Notices by either party hereunder shall be sent to:
Escrow Agent: INVESTORS TITLE COMPANY
4667 MacArthur Boulevard, Suite 150
Newport Beach, California
Attention: Mickey Vandenberg
15.5 Jurisdiction and Venue. This Agreement shall be construed under the
laws of the State of California in effect at the time of the signing of this Agreement. To the
extent permitted by law, the parties consent to the jurisdiction of the California courts with venue
in Orange County.
15.6 Titles and Captions. Titles and captions are for convenience of reference
only and do not define, describe or limit the scope or the intent of this Agreement or of any of its
terms. References to section numbers are to sections in this Agreement, unless expressly stated
otherwise.
15.7 No Waiver. A waiver by either party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by the other party shall not be
construed as a waiver of any succeeding breach of' the same or other covenants, agreements,
restrictions or conditions of this Agreement.
15.8 Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made in writing and in each instance signed on
behalf of each party.
15.9 Severability. If any term, provision, condition or covenant of this
Agreement or its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
Purchase Sale Aet 7872 Edinger FINAL doc 16
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.
15.10 Right of Access. Buyer and its representatives shall be entitled to access
to the Property on and after the execution of this Agreement and prior to the Close of Escrow
solely in connection with the performance of due diligence investigations, appraisals, the Phase I
Report and other matters required in connection with this Agreement.
15.11 Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day (such as the day escrow opens), and including
the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also
excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of
the California Government Code. If any act is to be done by a particular time during a day, that
time shall be Pacific Time Zone time.
15.12 Tax and Legal Advice. SELLER REPRESENTS AND WARRANTS
THAT THE BUYER HAS NOT PROVIDED TAX OR LEGAL ADVICE TO SELLER IN
CONNECTION WITH THIS AGREEMENT. SELLER FURTHER REPRESENTS AND
WARRANTS THAT HE OR SHE HAS BEEN ADVISED OF HIS OR HER RIGHT TO
LEGAL COUNSEL AND TAX ADVICE AND HAS EITHER OBTAINED THE ADVICE OF
INDEPENDENT LEGAL COUNSEL OR A TAX ADVISOR WITH RESPECT TO THE
TERMS OF THIS AGREEMENT AND ALL ATTACHMENTS HERETO AND OTHER
AGREEMENTS REQUIRED HEREBY, OR HAS KNOWINGLY AND VOLUNTARILY
DECIDED NOT TO CONSULT WITH LEGAL COUNSEL OR A TAX ADVISOR OF
HIS/HER CHOOSING.
SELLER'S INITIALS:
15.13 Time of Essence. Time is expressly made of the essence with respect to
the performance by Buyer and Seller of each and every obligation and condition of this
Agreement including, without limitation, the Close of Escrow.
15.14 Cooperation. Each party agrees to cooperate with the other in the closing
of this transaction and, in that regard, to sign any and all documents which may be reasonably
necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement
including, but not limited to, releases or additional agreements.
15.15 Offer. Any delivery of unsigned copies of this Agreement is solely for the
purpose of review by the party to whom delivered, and neither the delivery nor any prior
communications between the parties shall in any way be construed as an obligation to enter into
this Agreement. The signing of this Agreement by Seller constitutes an offer that cannot be
revoked for a period of five (5) days. Seller's offer shall be deemed accepted by Buyer and this
Agreement shall be binding only upon execution by or on behalf of Buyer following approval by
the governing board of the Buyer at an open and agendized meeting.
15.16 Section 1033 Exchange. Seller may consummate the sale of the Property
as part of a so-called like kind exchange (the `Exchange") pursuant to Section 1033 of the
Internal Revenue Code of 1986, as amended (the `Code"), provided that: (i) the Close of Escrow
shall not be delayed or effected by reason of the Exchange, nor shall the consummation or
Purchase Sale Agi 7872 Edinger FINAL doc 17
accomplishment of the Exchange be a condition precedent or condition subsequent to any
obligations under this Agreement, (ii) the Exchange shall be effected through a qualified
intermediary, and Buyer shall not be required to take an assignment of this Agreement or hold
title to any real property for purposes of effecting the Exchange, and (iii) the party making the
Exchange shall pay any additional costs that would not otherwise have been incurred by the
other had the Exchange not been made. The terms of this Section shall not affect or diminish the
rights of either party hereto, and Buyer shall not be deemed to have warranted that the Exchange
complies with Section 1033 of the Code.
16. Agreement in Total.
16.1 Merger of Prior Agreements and Understandings. This Agreement
contains the entire understanding between the parties relating to the transaction contemplated by
this Agreement. All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged in this Agreement and shall be of no further force or
effect.
16.2 Counterparts. This Agreement may be signed in multiple counterparts
which, when signed by all parties, shall constitute one binding agreement.
16.3 Exhibits Incorporated by Reference. All Exhibits attached to this
Agreement are incorporated in this Agreement by this reference. This Agreement is executed in
five (5) duplicate originals, each of which is deemed to be an original. This Agreement includes
eighteen (.18) pages and seven (7) Exhibits, including Exhibit A (Legal Description), Exhibit B
(Grant Deed), Exhibit C (Sellers' Certification of Non-Foreign Status), Exhibit D (Condition of
the Property), Exhibit E (Due Diligence Reports), and Exhibit F (Assignment and Assumption
Agreement).
[SIGNATURE PAGE FOLLOWS]
Purchase Sale Agt 7872 Edinger FINAL.doc 18
IN WITNESS WHEREOF, Buyer and Seller have signed this Agreement and
Escrow Instructions for Purchase and Sale of Real Property on the dates set forth below.
"SELLER"
HB AUTO I, LLC, a California limited
liability company
Dated: O By: �--
Michael Todd C rson, Managing ember
[PURCHASE AND SALE AGREEMENT
SIGNATURE PAGE 1 OF 21
Purchase Sale Agt 7872 Edinger FINAL.doc
"BUYER"
REDEVELOPMENT AGENCY OF THE
ATTEST: CITY OF HUNTINGTON BEACH
Agency Clerk Chairperson
REVIEWED AND APPROVED: APPROVED AS TO FORM:
Executive Director Agency Counsel
APPROVED AS TO FORM:
LEIBOLD MCCLENDON& MANN, P.C.
Agency Special Counsel
By:
Barbara Zeid Leibold
INITIATED AND APPROVED:
COUNTERPART
Deputy Exe utive Director
(PURCHASE AND SALE AGREEMENT
SIGNATURE PAGE 2 OF 21
Purchase Sale Am 7872 Edinger FINAL doc
"BUYER"
REDEVELOPMENT AGENCY OF THE
ATTEST: CITY OF HUNTINGTON BEACH
Agency'Cferk Chairperson
REVIEWED AND APPROVED: APPROVED AS TO FORM:
/W /)j 11�\ im t
xecutive Direct Agenc Counsel N ��
APPROVED AS TO FORM:
LEIBOLD MCCLENDON&M C.
Agency ecial Couns 1
By:
arbara Z Leibold
INITIATED AND APPROVED:
COUNTERPART
Deputy Executive Director
(PURCHASE AND SALE AGREEMENT
SIGNATURE PAGE 2 OF 21
Purchase Sale Agt 7872 Edinger FINAL
ESCROW AGENT'S CONSENT: Escrow Agent hereby acknowledges receipt of this
Agreement and consents to the terms and conditions set forth herein.
"ESCROW AGENT"
INVESTORS TITLE COMPANY
By:
Name:
Its:
Dated:
Purchase Sale Apt 7872 Edinger FINAL.doc
EXHIBIT A
LEGAL DESCRIPTION
Real property in the City of Huntington Beach, County of Orange, State of California, described
as follows:
LOTS 21, 22 AND 23 OF TRACT NO. 417, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
16 PAGE 47 OF MISCELLANEOUS MAPS, 1N THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, MINERALS AND OTHER HYDROCARBON SUBSTANCES
WITHOUT RIGHT OF SURFACE ENTRY THERETO ABOVE A DEPTH OF ABOVE 500
FEET FROM THE SURFACE THEREOF, AS RESERVED IN THE DEED FROM BEULAH
H. FINLEY, RECORDED DECEMBER 14, 1960 IN BOOK 5548 PAGE 385, OFFICIAL
RECORDS.
APN: 142-081-28
Purchase Sale Agt 7872 Edinger FINAL docPurchase Sale Agt 7872 Edinger FINAL docPurchase Sale Agt 7872 Edinger FINAL doe
Exhibit A
EXHIBIT B
GRANT DEED
WHEN RECORDED MAIL AND
MAIL TAX STATEMENTS TO:
THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
FREE RECORDING REQUESTED PURSUANT TO
GOVERNMENT CODE SECTION 27383
DOCUMENTARY TRANSFER TAX$ NONE
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
HB AUTO I,LLC hereby GRANT(S)to the REDEVELOPMENT AGENCY OF THE CITY
OF HUNTINGTON BEACH, a public body corporate and politic, the real property located at
7872 Edinger in the City of Huntington Beach, County of Orange, State of California, referred to
as APN 142-081-028 and described as:
SEE ATTACHMENT NO. 1
ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
"SELLER"
HB AUTO I, LLC
Dated: By:
Its:
Dated: By:
Its:
Purchase Sale Agt 7872 Edinger FINAL doc
Exhibit B
ATTACHMENT NO. 1
TO
EXHIBIT B
LEGAL DESCRIPTION
Real property in the City of Huntington Beach, County of Orange, State of California, described
as follows:
LOTS 21, 22 AND 23 OF TRACT NO. 417, IN THE CITY OF HUNTINGTON BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
16 PAGE 47 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, MINERALS AND OTHER HYDROCARBON SUBSTANCES
WITHOUT RIGHT OF SURFACE ENTRY THERETO ABOVE A DEPTH OF ABOVE 500
FEET FROM THE SURFACE THEREOF, AS RESERVED IN THE DEED FROM BEULAH
H. FINLEY, RECORDED DECEMBER 14, 1960 IN BOOK 5548 PAGE 385, OFFICIAL
RECORDS.
APN: 142-081-028
Purchase Sale Agt 7872 Edinger PINAL.doc
Exhibit B
STATE OF CALIFORNIA )
)ss
COUNTY OF )
On , before me, personally
appeared who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to Ine that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the state of California that the
foregoing paragraph is true and correct. -
WITNESS my hand and official seal.
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s) Title Or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Fact
Trustee(s) Number Of Pages
❑ Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
Purchase Sale Agt 7872 Edinger FINAI...doc
Exhibit B
ATTACHMENT NO. 2
to
EXHIBIT B
CERTIFICATE OF ACCEPTANCE
CERTIFICATE OF ACCEPTANCE
(Government Code, Section 27281)
THIS 1S TO CERTIFY that the REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body, corporate and politic, Grantee herein, acting through its
Board, by Resolution No. _, adopted on , hereby accepts for public purposes
the real property, or interest therein, conveyed by the within deed and consents to the recordation
thereof by its duly authorized officer.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Agency's official
seal, this day of
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH,
a public body, corporate and politic
By:
Its: CHAIRPERSON
ATTEST:
By:
SECRETARY
Purchase Sale Agi 7872 Edinger FINAL.doc
Attachment 2-1
STATE OF CALIFORNIA )
)Ss
COUNTY OF )
On before me, personally
appeared who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the state of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s) Title Or Type of Document
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney-In-Pact
❑ Trustee(s) Number Of Pages
❑ Guardian/Conservator
❑ Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
Purchase Sale Agt 7872 Edinger FINAL,doc
Attachment 2-2
EXHIBIT C
TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
To inform the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON
BEACH("Transferee")that withholding of tax under Section 1445 of the Internal Revenue Code of
1986, as amended ("Code") will not be required upon the transfer of certain real property described
as Assessor's Parcel No. 142-081-028 located in the City of Huntington Beach, California to the
Transferee by HB AUTO I, LLC (the"Transferor"), the undersigned hereby certify the following:
l. I/we am/are not a nonresident alien for purposes of United States income taxation;
2. My/our United States taxpayer identifying number(Employer Identification Number)
is
3. My/our address is
Transferor understands that this Certification may be disclosed to the Internal Revenue
Service by the Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, I/we declare that I/we have examined this Certification and to the
best of my/our knowledge and belief it is true, correct, and complete, and we further declare that I/we
have authority to sign this document on behalf of the Transferor.
"TRANSFEROR"
HB AUTO I, LLC
Dated: By:
Todd Carson, Managing Member
Purchase Sale Agt 7872 Edinger FINAL.docl'urchase Sale Agt 7872 Edinger FINAL.doc
Exhibit C-I
EXHIBIT D
CONDITION OF THE PROPERTY
[to be inserted within three(3) business days of execution of this Agreement by Buyer]
Purchase Sale Agt 7872 Edinger FINAL-doc
Exhibit D
EXHIBIT E
DUE DILIGENCE REPORTS
[to be inserted within three (3) business days of execution of this Agreement by Buyer]
Purchase Sale Agt 7872 Edinger FINAL doc
Exhibit E
EXHIBIT F
ASSIGNMENT AND ASSUMPTION AGREEMENT
[see attached]
Purchase Sale Agt 7872 Edinger FINAL doc
Exhibit G
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement") is made
and entered into and is effective as of the day of 2008 (the "Effective
Date"), by and between HB AUTO I LLC, a California limited liability company("Assignor"),
and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a
public body corporate and politic("Assignee"),with reference to the following:
RECITALS
A. On or about 2008, Assignor and Assignee entered into that certain
Agreement and Escrow Instructions for Purchase and Sale of Real Property (the "Sale
Agreement") for Assignee's purchase from Assignor of certain improved real property of
approximately 22,521 square feet located at 7872 Edinger Avenue in Huntington Beach,
California and within the boundaries of the Subarea No.l of the Huntington Beach Merged
Redevelopment Project Area, generally described as Assessor's Parcel No. 142-081-028, and
more particularly described in Exhibit A (the "Real Property") attached to the Sale Agreement.
The Real Property and all improvements thereon shall be referred to herein as the "Property."
All capitalized terms not defined herein shall have the meaning set forth in the Sale Agreement.
B. The Property is improved with a commercial building, which is leased to C.S.B.
Partnership ("Tenant"), who operates a Big O Tires franchise on the Property. Tenant occupies
the Property pursuant to that certain Standard Lease Agreement dated April 19, 2004 between
C.S.B. Partnership, a California general partnership, as "tenant," and HB Auto I, LLC, a
California limited liability company, and Jurtwin, Inc., a California corporation, as "landlord"
(the "Original Lease"). The Original Lease, as amended to date, and any other written or oral
agreements between the Assignor and Tenant with respect to the Tenant's occupation and use of
the Property, if any, shall collectively be referred to herein as the"Lease."
C. The Sale Agreement sets forth the terms and conditions for the Assignee's
acquisition of the Property. A condition of Assignee's purchase of the Property is the
assignment by Assignor of all of its rights under the Lease from and after the date Assignee has
purchased the property from Assignor pursuant to the Sale Agreement("Close of Escrow").
D. In satisfaction of the condition set forth in the Sale Agreement, Assignor desires
to assign and delegate to Assignee all of Assignor's rights, duties and obligations under the
Lease accruing or attributable to the period from and after the Close of Escrow, and Assignee
desires to accept such assignment.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged,the parties do hereby agree as follows:
Section 1. Assignment and Assumption.
1.1 Assignment. Assignor does hereby assign, transfer and delegate to
Assignee all of Assignor's rights, duties and obligations under the Lease Documents (as
hereinafter defined) accruing or arising from and after the Close of Escrow, provided, that,
Assignee acknowledges and agrees that Assignor has reserved the right to collect any and all
rents due under the Lease for any period prior to Close of Escrow.
1.2 Assumption. Assignee hereby accepts the assignment and assumes the
performance of all the terms, covenants and conditions imposed upon the landlord under the
Lease Documents accruing or arising on or after the Close of Escrow.
1.3 Payment of Rent. Assignor's contact at the Tenant for the payment of rent
is ,who,to Assignor's actual knowledge, can be reached at
Subsequent to the Close of Escrow, Assignee shall contact Tenant, notify Tenant of Assignee's
purchase of the Property and this Assignment, and request that all future payment of rent
attributable to the period after the Close of Escrow be remitted to Assignee.
Section 2. Representations,Warranties and Covenants.
2.1 Assignor Representations. Assignor represents and warrants that:
(a) Assignor, and each and every party signing on behalf of Assignor,
each have the power and authority and the legal right to make, deliver and perform this
Agreement and to authorize the execution, delivery and performance of this Agreement. No
consent or authorization of, filing with, or other act by or in respect of any other party, is
required in connection with the execution, delivery, performance, validity or enforceability of
this Agreement. This Agreement has been duly executed and delivered by Assignor, and each
and every party signing on behalf of Assignor, and constitutes a legal, valid and binding
obligation of each of the Assignor, enforceable against the Assignor in accordance with its terms.
(b) The execution, delivery, and performance by each of the Assignor
and each and every party signing on behalf of Assignor of this Agreement and compliance with
the provisions hereof have been duly authorized by all requisite action on the part of each of the
Assignor and each and every party signing on behalf of Assignor and do not and will not (i)
violate or conflict with, or result in a breach of, or require any consent under (A) any
organizational or governance documents of Assignor or any party signing on behalf of Assignor,
(B) any applicable laws, rules, or regulations or any order, writ, injunction, or decree of any
governmental authority or arbitrator, or (C) any contractual obligation of the Assignor or by
which the Assignor or any of its property is bound or subject, (ii) constitute a default under any
such agreement or instrument, or (iii) result in, or require, the creation or imposition of any lien
on any material portion of the Property.
Assignment and Assumption of Lease FINAL - 2
(c) All written agreements entered into between Assignor and the
Tenant, or between the Assignor and any third party in connection with the Lease, are listed on
Exhibit A hereto (collectively, the "Lease Documents"). True and correct copies of the Lease
Documents have been delivered to Assignee. Except for the Lease Documents, there are no
other agreements or obligations of Assignor with respect to the Lease.
(d) The Lease is in full force and effect and remains in full force and
effect as of the Close of Escrow. As of the date of this Agreement, Assignor continues to collect
rent from Tenant in the amount of Dollars($ ) per month.
(e) Assignor has the power and authority and the legal right to own the
Property. Assignor represents and warrants that Jurtwin, Inc., a California corporation, has no
ownership or other interest in the Property and has no rights or obligations under the Lease
Documents.
(f) No litigation, investigation or proceeding of or before an arbitrator,
court or governmental authority is pending or threatened by or against the Assignor, the Property
or the Lease.
(g) The execution, delivery and performance by Assignor of this
Agreement does not constitute a "fraudulent conveyance," "fraudulent obligation" or "fraudulent
transfer" within the meanings of the Uniform Fraudulent Conveyances Act or Uniform
Fraudulent Transfer Act, as enacted in any jurisdiction, or under any other applicable law.
(h) Concurrently herewith, Assignor is delivering to Assignee all
deposits and other funds held by Assignor in connection with the Lease, a complete and accurate
list of which is set forth on Exhibit B hereto. Except for the deposits and other funds set forth on
Exhibit B hereto, there are no other deposits or other funds held by Assignor with respect to the
Lease.
2.2 Assignee Representations. Assignee represents and warrants that:
(a) It has the power and authority and the legal right to enter into this
Agreement and the legal right to make, deliver and perform this Agreement and to authorize the
execution, delivery and performance of this Agreement. No consent or authorization of, filing
with, or other act by or in respect of any governmental authority, is required in connection with
the execution, delivery, performance, validity or enforceability of this Agreement. This
Agreement has been duly executed and delivered by Assignee, and constitutes a legal, valid and
binding obligation of Assignee enforceable against Assignee in accordance with its terms, except
as enforceability may be limited by applicable laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability.
Section 3. Miscellaneous Provisions.
3.1 Lease. The Lease shall remain in full force and effect subsequent to the
Close of Escrow.
Assignment and Assumption of Lease FINAL - 3 -
3.2 Indemnification. Assignor hereby agrees that it shall indemnify, defend,
and hold harmless Assignee, its directors, officers, officials, members, employees, agents,
consultants, and representatives from and against any and all claims, liabilities, damages, losses,
suits, costs and expenses of every kind, nature and type (including but not limited to expert
witness fees and reasonable attorneys' fees and costs) arising directly or indirectly out of this
Agreement, including, without limitation, any claims under the Lease Documents arising prior to
the Close of Escrow, the falsity of any representation or warranty, and any actions or claims
which may be made by Jurtwin,Inc., a California corporation.
3.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
3.4 Governing Law. This Agreement shall be governed exclusively by and
construed in accordance with the laws of the State of California.
3.5 Notices. Any approval, disapproval, demand, document or other notice
("Notice")which either party may desire to give to the other party under this Agreement must be
in writing and may be given by any commercially acceptable means to the party to whom the
Notice is directed at the address of the party as set forth below, or at any other address as that
party may later designate by Notice. Any Notice given under this paragraph, whether personally
or by mail, shall be deemed received only upon actual receipt by the intended party.
To Seller: HB AUTO I, LLC
3110 Newport Blvd.
Newport Beach, California 92663
Attn: Todd Carson
Phone: (949) 675-0101
Fax: (949) 675-0107
Copy to: PALMIERI, TYLER, WIENER, WILHELM& WALDRON LLP
2603 Main Street
East Tower—Suite 1300
Irvine, California 92614
Attn: Stephen A. Scheck, Esq.
Phone: (949) 851-7221
Fax: (949) 851-1554
To Buyer: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: Executive Director
Assignment and Assumption of Lease FINAL -4 -
Copy to: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: City Attorney
Copy to: THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Attn: Agency Secretary
Copy to: LEIBOLD MCCLENDON&MANN, P.C.
Attn: Barbara Zeid Leibold,Esq.
23422 Mill Creek Drive, Suite 105
Laguna Hills, California 92653
3.6 Assignment. This Agreement shall inure to the benefit of and be binding
upon the Assignor and the Assignee and their respective successors and assigns.
3.7 Severability. If any term, provision, condition or covenant of this
Agreement or its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.
3.8 Modifications; Merger. No modification of this Agreement shall be
effective for any purpose unless it is in writing and executed by assignor and assignee. This
Agreement merges all negotiations, stipulations and provisions relating to the subject matter of
this Agreement which preceded or may accompany the execution of this Agreement. The
Recitals are a material portion of this Agreement, and are incorporated herein by this reference.
[SIGNATURE PAGE FOLLOWS]
Assignment and Assumption of Lease FINAL - 5 -
In witness whereof,the parties hereto have executed this Agreement as of the date first
written above.
"SELLER"
RB AUTO I, LLC, a California limited liability
company
By:
Todd Carson, Managing Member
(ASSIGNMENT AND ASSUMPTION OF LEASE
SIGNATURE PAGE 1 OF 21
"BUYER"
REDEVELOPMENT AGENCY OF THE
ATTEST: CITY OF HUNTINGTON BEACH
Agency Clerk Chairperson
REVIEWED AND APPROVED: APPROVED AS TO FORM:
Executive Director Agency Counsel
APPROVED AS TO FORM:
LEIBOLD MCCLENDON&MANN,P.C.
Agency Special Counsel
By:
Barbara Zeid Leibold
INITIATED AND APPROVED:
Deputy Executive Director
[ASSIGNMENT AND ASSUMPTION OF LEASE
SIGNATURE PAGE 2 OF 21
Assignment and Assumption of Lease FINAL -2 -
EXHIBIT A
DESCRIPTION OF LEASE
Standard Lease Agreement dated April 19, 2004 between C.S.B. Partnership, a California
general partnership, as "Tenant," and HB Auto I, LLC, a California limited liability company,
and Jurtwin, Inc., a California corporation, as"Landlord"
[list any amendments]
[list Guaranty]
EXHIBIT A
EXHIBIT B
DEPOSITS AND OTHER FUNDS HELD BY ASSIGNOR
[to come]
Assignment and Assumption of Lease FINAL -4 -
ATTACHMENT #2
CITY OF HUNTINGTON BEACH
j INTERDEPARTMENTAL COMMUNICATION
FINANCE DEPARTMENT
TO: PAUL EMERY, INTERIM CITY ADMINISTRATOR
FROM: DAN T. VILLELLA, CPA, FINANCE DIRECTOR
SUBJECT: FIS 2007-08-18- Conditional Approve Agreements with HB Auto I,Llc for
Purchase of Property And C.S.B. Partnership for Leasehold Interest (7872
Edinger Avenue)
DATE: APRIL 8, 2008
As required by Resolution 4832, this Fiscal Impact Statement has been prepared for"Approve
Agreements with HB Auto I, Llc for Purchase of property and C.S.B. Partnership for
Leasehold Interest (7872 Edinger Avenue).
If the City Council approves this action (total additional appropriations from the Merged Capital
Projects Area Fund of the Redevelopment Agency $3,500,000) the unappropriated, unreserved
fund balance will be reduced to $9,910,000.
za ��"
an T. Villella
Finance Director
DTV/rs
ATTACHMENT #3
Site Map
t
7872 Edinger Ave.
4 .
§� ,
t
Agency Parcels
n
Site Map
Edinger
3
�•` S ice„ � ..'*.;r...�$ „K;, ,<.
7872 Edinger Ave. yl a''`•
v.,..
14
14 •�
x
'- Agency Parcels
�t �3$.E'�;k WTI. •, ��''•
i ]]_
i,
'i
Aldrich_Dr,,-,
RCA ROUTING SHEET
INITIATING DEPARTMENT: Economic Development
SUBJECT: Approve Agreement for Purchase of Property
7872 Edinger Avenue
COUNCIL MEETING DATE: May 5, 2008
RCA ATTACHMENTS , STATUS '
Ordinance (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable
Tract Map, Location Map and/or other Exhibits Attached ❑
Not Applicable
Contract/Agreement (w/exhibits if applicable) Attached
Signed in full by the City Attorney) Not Applicable ❑
Subleases, Third Party Agreements, etc. Attached ❑
Approved as to form by City Attome Not Applicable
Certificates of Insurance (Approved by the City Attorney) Attached ❑
Not Applicable ❑
Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑
Not Applicable
Bonds (If applicable) Attached ❑
Not Applicable
Staff Report (If applicable) Attached ❑
Not Ap licable
Commission, Board or Committee Report (If applicable) Attached ❑
Not Applicable
Findings/Conditions for Approval and/or Denial Attached
Not Applicable ❑
EXPLANATION FOR MISSING ATTACHMENTS
The Agreement (attachment# 1) is being signed.
REVIEWED RETURNED FO A ,D
Administrative Staff
Deputy City Administrator Initial G #
City Administrator Initial
City Clerk ( )
EXPLANATION FOR RETURN OF ITEM:
Only)(Below Space For City Clerk's Use
RCA Author: Doris Powell