RES-2012-134 RESOLUTION 2012- 134
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM FINDING THAT IT IS IN THE BEST INTEREST
OF THE CITY TO AUTHORIZE THE SALE OF CITY OWNED
PROPERTY LOCATED AT 800 SOUTH WESTERN AVENUE
FOR LESS THAN FAIR MARKET VALUE AND AUTHORIZE
CITY TO ENTER INTO A PURCHASE AND SALE
AGREEMENT WITH SAVANNA SCHOOL DISTRICT (ABA
2010- 00194).
WHEREAS, the City of Anaheim ( "City ") owns that certain property, consisting
of approximately 2,598 square feet, located at 800 South Western Avenue, in the City of
Anaheim, California (hereinafter "Property "); and
WHEREAS, the remnant/surplus Property has been used by the City as a water
well site, that has been destroyed pursuant to Well Completion Report No. 212; and
WHEREAS, the Property will be sold "as is" and acceptance of the grant deed,
which is attached to the staff report accompanying this Resolution ( "Grant Deed "), by Savanna
School District ( "District ") will be deemed as their acceptance to the physical condition of the
Property; and
WHEREAS, the Property is no longer required for municipal purposes;
WHEREAS, no agency identified in the Surplus Unimproved Land Act
(California Government Code § §54222 - 54232) has, within sixty (60) days of notification by the
City, notified the City of its intention to purchase the Property; and
WHEREAS, on July 20, 2010, the City Council approved Resolution 2010 -104 to
sell the Property to the District for a fair market value of $11,250.00 ( "Fair Market Value "); and
WHEREAS, since that approval, it has come to the attention of the City that the
District desires to use the Property for before and after school child care programs ( "Child Care
Programs ");and
WHEREAS, these Child Care Programs will provide safe and enriching
environments and are designed to meet the social, physical, cognitive and academic needs of
children in kindergarten through sixth grade; and
WHEREAS, these Child Care Programs will offer a variety of indoor and outdoor
activities which will encourage children to build new skills while fostering creativity and self -
expression; and
WHEREAS, Section 1222 of the ANAHEIM City Charter authorizes the City to
sell City property for less than fair market value when the City Council finds such a sale is in the
City's best interest; and
WHEREAS, the Child Care Programs will enrich and enhance the lives of the
children within the City of Anaheim; therefore, it is in the best interest of the City to sell the
Property for less than the Fair Market Value.
NOW, THEREFORE, BE IT RESOLVED that the City Council finds and
determines, for the above stated reasons, that it is in the best interest of the City to sell the
Property for One Dollar ($1.00) and hereby authorizes the sale of the Property, which Property is
more particularly described in Exhibit "A ", attached hereto and incorporated herein.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City
to enter into a purchase and sale agreement with District for the purchase of the Property. The
purchase and sale agreement is attached to the staff report accompanying this Resolution
( "Purchase and Sale Agreement ").
BE IT FURTHER RESOLVED that the City Council authorizes the Mayor to
execute the Purchase and Sale Agreement and Grant Deed. The grant deed is attached to the staff
report accompanying this Resolution.
BE IT FURTHER RESOLVED that the City Council authorizes the City
Manager, or his designee, on behalf of the City of Anaheim, to take such actions as are necessary
to implement and administer the Purchase and Sale Agreement.
BE IT FURTHER RESOLVED that this Resolution shall supersede Resolution
No. 2010 -104.
THE FOREGOING RESOLUTION is approved and adopted by the City Council
of the City of Anaheim this 13th day of November , 2012, by the following roll call vote:
AYES: Mayor Tait, Council Members Sidhu, Galloway, Eastman and Murray
NOES: None
ABSENT: None
ABSTAIN: None
CITY OF HEIM
By:
M YOR OF T E CITY OF ANAHEIM
ATTEST: a
CITY CL RI( OF THE CITY OF ANAHEIM
EXHIBIT A
Real property in the City of Anaheim, County of Orange, State of California, described as
follows:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 14, TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS
COYOTES, CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 51 PAGE 11 OF MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 14, SAID CENTER BEING ALSO THE
INTERSECTION OF THE CENTER LINE OF ORANGE AVENUE AND WESTERN
AVENUE; THENCE SOUTH 00° 16' 25" EAST 1349.18 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 89° 36' 59" EAST 115.19 FEET; THENCE SOUTH 00° 23'
01" EAST 37.00 FEET; THENCE SOUTH 89° 36' 59" WEST 115.26 FEET; THENCE
NORTH 00° 16' 25" WEST 37.00 FEET TO THE TRUE POINT OF BEGINNING.
APN: 079 - 461 -01
#92129
PURCHASE AND SALE AGREEMENT
WITH JOINT ESCROW INSTRUCTIONS
APN 079 - 461 -01
800 South Western Avenue
Anaheim, CA 92804
By and Between the
CITY OF ANAHEIM,
a municipal corporation
and
SAVANNA SCHOOL DISTRICT,
a California public school district
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LEGAL DESCRIPTION
Real property in the City of Anaheim, County of Orange, State of California, described as follows:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14,
TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS COYOTES, CITY OF ANAHEIM,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51 PAGE 11 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 14, SAID CENTER BEING ALSO THE
INTERSECTION OF THE CENTER LINE OF ORANGE AVENUE AND WESTERN AVENUE; THENCE
SOUTH 00° 16' 25" EAST 1349.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH
89° 36' 59" EAST 115.19 FEET; THENCE SOUTH 00° 23' 01" EAST 37.00 FEET; THENCE SOUTH
89° 36' 59" WEST 115.26 FEET; THENCE NORTH 00° 16' 25" WEST 37.00 FEET TO THE TRUE
POINT OF BEGINNING.
APN: 079-461-01
This PURCHASE AND SALE AGREEMENT (this "Agreement "), dated
, 2012 (the "Effective Date "), is entered into by and between CITY
OF ANAHEIM , a municipal corporation, (the "City "), and the SAVANNA SCHOOL
DISTRICT, a California public school district ( "Buyer ")
RECITALS
The following recitals are a substantive part of this Agreement:
A. The area under consideration as part of this Agreement is 800 South Western Avenue,
Anaheim, California which consists of 2,598 gross square feet of unimproved land owned
by the City of Anaheim.
B. The Site is an abandoned water well site that has been destroyed pursuant to Well
Completion Report No. 904201
C. The City is not aware of any environmental impacts from having had an active production
well on the Site.
D. The Site is being sold "as -is" and acceptance of the Grant Deed by Buyer will be deemed as
the Buyer's acceptance to the physical condition of the Site. The Buyer was given the
opportunity to inspect and test the Site. On April 29, 2010, the Buyer's representative
inspected the Site and found no conditions that adversely affect the Site.
E. City desires to sell its surplus, vacant Site to the Buyer for One Dollar ($1.00).
F. The City's sale of the Site pursuant to the terms of this Agreement is in the best interests
of the City of Anaheim and the health, safety, morals and welfare of its residents, and in
accord with the public purposes and provisions of applicable state and local laws and
requirements.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS CONTAINED HEREIN, THE CITY AND THE
BUYER AGREE AS FOLLOWS:
100. DEFINITIONS
"Agreement" means this Purchase and Sale Agreement by and among the Parties, and
includes Attachment No. 1 and 2. To the extent of any inconsistency between the body of the
Agreement and the Attachments, the Attachments shall be conformed to the body of the
Agreement prior to their execution.
"Environmental Laws" means (i) Sections 25115, 25117, 25122.7 or 25140 of the
California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)),
(ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter- Presley - Tanner Hazardous Substance Account Act), (iii) Section 25501 of the
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release
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Response Plans and Inventory), (iv) Section 25281 of the California Health and Safety Code,
Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Article 9 or
Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vi) Section
311 of the Clean Water Act (33 U.S.C. §1317), (vii) Section 1004 of the Resource Conservation
and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (viii) Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §6901 et
seq.
"Escrow" means the escrow for the Conveyance.
"Escrow Agent" and "Title Company" mean First American Title Company located at
2 First American Way, Santa Ana, California 92707.
"Governmental Requirements" means all laws, ordinances, statutes, charters, codes,
rules, regulations, orders and decrees, of the United States, the State of California, the County of
Orange, the City of Anaheim and of any other political subdivision, agency or instrumentality
exercising jurisdiction over City, Buyer or the Site.
"Grant Deed" means the grant deed for the Conveyance of the Site from the City to the
Buyer, substantially in the form attached hereto as Attachment No. 2 and incorporated herein by
this reference.
"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, including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste ", "acutely 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 the environment.
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"Legal Description" means that certain legal description of the Site which is attached
hereto as Attachment No. 1 and incorporated herein by this reference.
"Notice" shall mean a notice in the form prescribed by Section 501 hereof.
"Parties" shall mean the City of Anaheim and the Savanna School District.
"Purchase Price" is defined in Section 201 hereof.
"Site" means 800 South Western Avenue, Anaheim, California, consisting of
approximately 2,598 gross square feet of unimproved land, as delineated on the Map and
identified as Assessor's Parcel Number 079 - 461 -01 and more particularly described in the Legal
Description attached hereto as Attachment No. 1. The "Site," as the term is used in this
Agreement, shall mean and include all of the following: (a) the fee simple interest in the Site and
(b) all rights, privileges, licenses, and interests appurtenant to the Site, together with all
intangible property owned or held by City in connection with or related in any manner to the
Site, including without limitation, development rights, governmental approvals, land use
entitlements, and permits.
200. BUYER'S ACQUISITION OF THE SITE
201. Purchase and Sale. Subject to all of the terms and conditions set forth in this
Agreement, the City agrees to sell to the Buyer and the Buyer agrees to purchase from the City
all of the City's right, title and interest in and to the Site, together with all rights, privileges,
tenements, hereditaments, rights -of -way, easements and appurtenances thereto, if any, (the
"Conveyance ") for the purchase price of ONE DOLLAR ($1.00) (the "Purchase Price "). Prior to
the Close of Escrow, Buyer shall deposit readily available funds in the amount of the Purchase
Price into Escrow. City shall convey all of its interest in and to the Site to Buyer by the Grant
Deed.
City acknowledges and agrees that the term "Purchase Price" as used herein and the full
amount of such Purchase Price to be paid by Buyer to City is full consideration for, inclusive of,
and all- inclusive compensation for: any and all of City's interests in the Site and any rights or
obligations which exist or may arise out of Buyer's acquisition of the Site, including without
limitation, City's fee interest in the land and severance damages, if any, pre- condemnation
damages, if any, loss of business goodwill, if any, costs, interest, attorneys' fees, relocation
assistance or benefits and moving expense due or compensable under the Relocation Laws, and
any claim for compensation or other legal remedy of whatever kind or nature, tangible or
intangible, direct or consequential by City or any person or entity claiming by or through City
which may arise out of or relate in any respect to the acquisition of the Site by the Buyer.
201.1 RESPONSIBILITIES OF BUYER.
It shall be the sole responsibility of Buyer to undertake and effectuate the following:
(A) pay the cost of recording fees, notary fees and any state, county or local
documentary transfer tax fees applicable to this transaction.
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(B) prepare and file with all appropriate governmental or taxing authorities a
uniform settlement statement, closing statement, if any such forms are
provided for or required by law.
201.2 Title Insurance. First American Title Company shall issue and deliver to
Buyer a CLTA owner's policy of title insurance, together with the Approved
Endorsements (the "Title Policy "), insuring that fee simple title to the Site is vested to the
Buyer and the Condition of Title. The Title Company shall provide City with a copy of
the Title Policy. The Title Company shall, if requested, provide any endorsements other
than the Approved Endorsements reasonably requested by City (collectively, the
"Additional Endorsements "). Buyer shall pay all title insurance premiums for the CLTA
standard owner's form policy, and Buyer shall also pay for all charges associated with the
title insurance premium for any additional cost of obtaining any additional coverage
requested by the Buyer, including the difference between a CLTA standard owner's
policy and an ALTA extended owner's policy.
202. Condition of the Site.
202.1 Disclosure. City hereby represents and warrants to the Buyer that City
has not received any written notice or communication from any government agency
having jurisdiction over the Site, notifying City or any third party of, and City has no
actual knowledge of, the presence of surface or subsurface zone Hazardous Materials in,
on, or under the Site, or any portion thereof. Within ten (10) days of the Effective Date,
City shall deliver to Buyer copies of all documents, reports, agreements, or other items in
its possession or control relating to the Site that have not already been provided to the
Buyer, including, without limitation, the following (collectively, the "Due Diligence
Materials "): (i) all licenses, leases, and permits affecting or relating to the ownership,
subdivision, possession or development of the Site or the construction of improvements
thereon, and all amendments and modifications thereto; (ii) applications and
correspondence or other written communications to or from any governmental entity,
department or agency other than Buyer regarding any permit, approval, consent or
authorization with respect to the development of the Site or the construction of
improvements thereon; (iii) the most recent survey, if any, pertaining to the Site or any
portion thereof; and (iv) soils reports, engineering data, environmental reports, and other
data or studies pertaining to the Site or any portion thereof that have not been previously
delivered to Buyer or its consultants.
202.2 Buyer's Investigation of the Site. Representatives of the Buyer have had
the right to access the Site during regular business hours and upon reasonable Notice for
the purpose of obtaining data and conducting surveys and tests necessary to reasonably
assess the suitability of the Site. Buyer and its representatives, agents, engineers,
consultants, contractors, and designees shall continue to have the right to enter onto the
Site from and after the Effective Date through and including the date which is forty -five
(45) days after the Effective Date (the "Due Diligence Period "), for purposes of
examining, inspecting and investigating the Site including the site, soil, subsurface soils,
drainage, seismic and other geological and topographical matters, location of asbestos,
toxic substances, hazardous materials or wastes, if any, and, at Buyer's sole and absolute
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discretion, determining whether the Site is acceptable to Buyer. Buyer shall, in a timely
manner, repair any and all damage to the Site caused by such inspections or
investigations. To the fullest extent permitted by law, Buyer agrees to indemnify, defend
(at City's option), and hold harmless City, its officials, officers, employees, agents, and
representatives from and against any and all claims, losses, damages, defense costs, or
liability, of any kind or nature (collectively referred to hereinafter as "Claims "), arising
out of or in connection with Buyer's (or Buyer's contractors' or subcontractors', if any) (i)
acts, errors, or omissions, (ii) performance or failure to perform, or (iii) work performed
by, or on behalf of, Buyer, relative to Buyer's investigation of the Site; except for those
Claims which arise out of the sole negligence or wilful misconduct of City.
(A) Soils and Engineering Assessment. Buyer has had the
right, at its sole cost and expense, to engage its own consultants to conduct a
physical assessment and make such investigations as Buyer deems necessary,
including having prepared any "Soils Reports" and /or "Engineering Reports" of
the Site, and City shall promptly be provided a copy of all reports and test results
provided by Buyer's consultants (the "Buyer's Soils and Engineering Reports ").
(B) Environmental Assessment. In addition to conducting a
physical assessment of the Site, the Buyer has had 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.
202.3 Approval or Disapproval of Condition of Site. The Buyer shall approve
or disapprove of the physical condition of the Site. Buyer shall notify City and Escrow
Agent in writing ( "Buyer's Due Diligence Notice ") on or before the expiration of the Due
Diligence Period of Buyer's approval or disapproval of the Due Diligence Materials, the
condition of the Site and Buyer's investigations with respect thereto. Buyer's
disapproval of any of said items shall constitute Buyer's election to terminate this
Agreement and cancel the Escrow. Buyer's failure to deliver Buyer's Due Diligence
Notice on or before the expiration of the Due Diligence Period shall be conclusively
deemed Buyer's acceptance of the physical condition of the Site.
203. Escrow. Within five (5) days after the Effective Date, the Parties shall open
Escrow for the Conveyance with the Escrow Agent. Escrow shall be deemed open on the date
that a fully executed copy of this Agreement is delivered to Escrow Agent (the "Opening of
Escrow "). Escrow Agent shall provide each of the Parties with written confirmation of the date
of the Opening of Escrow.
203.1 Escrow Instructions. This Agreement constitutes the joint escrow
instructions of City and Buyer for the purchase of the Site, and the Escrow Agent to
whom these instructions are delivered is hereby empowered to act under this Agreement.
Any amendment of these escrow instructions shall be in writing and signed by both City
and Buyer. At the time of any amendment, the Escrow Agent shall agree to carry out its
duties as Escrow Agent under such amendment. In the event of any conflict between the
provisions of this Agreement and Escrow Agent's standard instructions, this Agreement
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shall prevail. All communications from the Escrow Agent to City or Buyer shall be
directed to the addresses and in the manner established in Section 501 of this Agreement
for notices, demands and communications between City and Buyer.
203.2 General Provisions Applicable to Escrow Agent. The following general
provisions shall be applicable to the Escrow Agent.
(A) All disbursements shall be made by check of the Escrow Agent.
All funds received in the Escrow shall be deposited in a separate
interest - earning escrow account with any bank doing business in
the State of California and approved by Buyer.
(B) The Parties to the Escrow jointly and severally agree to pay all
costs, damages, judgments and expenses, including reasonable
attorneys' fees, suffered or incurred by the Escrow Agent in
connection with, or arising out of the Escrow, including, but
without limiting the generality of the foregoing, a suit in
interpleader brought by the Escrow Agent. In the event that the
Escrow Agent files a suit in interpleader, the Escrow Agent shall
be fully released and discharged from all obligations imposed upon
the Escrow Agent in the Escrow.
(C) All proration's and /or adjustments called for in the Escrow shall be
made on the basis of a thirty (30) day month unless the Escrow
Agent is otherwise instructed in writing.
203.3 Authority of Escrow Agent. The Escrow Agent is authorized to, and
shall:
(A) pay and charge City and Buyer for any Escrow Costs payable
under Section 203.4 hereof and pay and, if applicable, charge
Buyer for the cost of drawing the deed, recording fees, notary fees
and any state, county or local documentary transfer fees;
(B) pay and charge the Buyer for the premium of the Title Policy as set
forth in Section 201.2 hereof and, if applicable, pay and charge the
Buyer for any upgrade of the Title Policy or Additional
Endorsements to the Title Policy which are requested by the
pursuant to Section 201.2 hereof;
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(C) disburse funds and record and deliver to Buyer the Grant Deed
when both City's Conditions Precedent and the Buyer's Conditions
Precedent to the Closing are satisfied or waived in writing by the
Party for whom the condition was established, provided, however,
that funds deposited as part of the Purchase Price shall not be
disbursed by the Escrow Agent unless and until the Escrow Agent
has recorded the Grant Deed and delivered the Title Policy to
Buyer;
(D) insert appropriate amounts and the date of the Closing in
documents deposited by the Parties in the Escrow;
(E) do such other actions as necessary to fulfill the Escrow Agent's
obligations under this Agreement, including, if applicable,
obtaining the Title Policy and recording any instrument delivered
through Escrow if necessary and proper in the issuance of the Title
Policy;
(F) within the discretion of the Escrow Agent, direct City and Buyer to
execute and deliver any instrument, affidavit or statement, and to
perform any act reasonably necessary to comply with the
provisions of FIRPTA and any similar state act or regulation
promulgated thereunder. City agrees to execute a Certificate of
Non - Foreign Status by individual transferor, a Certificate of
Compliance with Real Estate Reporting Requirement of the 1986
Tax Reform Act and /or a California Franchise Tax Board Form
590 or similar form to assure Buyer that there exist no withholding
requirements unposed by application of law as may be required by
the Escrow Agent, on forms supplied by the Escrow Agent;
(G) prepare and file with all appropriate governmental or taxing
authorities a uniform settlement statement, closing statement, tax
withholding forms, including an IRS 1099 -S form, and be
responsible for withholding taxes, if any such forms and /or
withholding are provided for or required by law; and
(H) prepare and deliver to City and Buyer for their review and
approval prior to the Closing a settlement statement.
203.4 Costs of Escrow. City and Buyer shall each pay one half ('h) of
the Escrow Costs.
203.5 Review of Title.
(A) Review of Record Title. Within fifteen (15) days of the Effective
Date, Buyer shall cause Title Company or another title company
mutually acceptable to the Parties to deliver to Buyer a Preliminary
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Title Report together with copies of all written instruments
creating the exceptions specified therein, and plat maps plotting all
easements specified therein and a copy thereof to City. Title
Company shall charge Buyer for the Preliminary Title Report.
Buyer shall have twenty (20) days from the Buyer's receipt of the
Preliminary Title Report to give Notice to City and the Escrow
Agent of Buyer's approval or disapproval of the Preliminary Title
Report, including without limitation any Exceptions. If Buyer
notifies City of Buyer's disapproval of any items, City shall have
the right, but not the obligation, to remove any disapproved items
after receiving Notice of Buyer's disapproval or provide
assurances reasonably satisfactory to Buyer that such items will be
removed or remedied on or before the Closing. City shall exercise
such right by Notice to Buyer within ten (10) days of receipt of
Notice from Buyer of Buyer's disapproval. If City cannot or does
not elect to remove any disapproved items, then Buyer shall have
ten (10) days after the expiration of City's ten (10) day election
period to either (i) give City Notice that Buyer intends to proceed
with the purchase of the Site subject to the disapproved items or
(ii) give City Notice that Buyer does not elect to accept the
purchase of the Site and elects to terminate the Escrow and this
Agreement, whereupon any sums deposited by Buyer into escrow
and all interest earned thereon shall be returned to Buyer. The
Exceptions to title approved by Buyer as provided herein shall
hereinafter be referred to as the "Permitted Exceptions" and /or the
"Condition of Title." Buyer shall have the right to approve or
disapprove in the manner provided in this Section any Exception
reported by the Title Company or otherwise discovered after Buyer
has approved the Condition of Title (which are not created by
Buyer).
203.6 Submittals into Escrow. The Parties shall submit documents and funds
into Escrow as set forth in this Section.
(A) Submittals by City.
(i) At least two (2) days prior to Closing, City shall submit
into Escrow one (1) original Grant Deed, duly executed by
City and acknowledged.
(ii) City hereby authorizes Escrow Agent to deliver to Buyer
by courier a copy of the executed Grant Deed for
acceptance by the Buyer.
(iii) A non - foreign transferor affidavit in a form acceptable to
Escrow Agent and California Franchise Tax Board Form
590 -RE.
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(iv) any and all other sums and documents required by Escrow
Agent to carry out and close the Escrow pursuant to this
Agreement, including City's portion of prorations, if any.
(B) Submittals by Buyer. At least two (2) days prior to the Closing,
Buyer shall submit into Escrow the following:
(i) One (1) original of a certificate of acceptance of the Grant
Deed, duly executed by Buyer and acknowledged.
(ii) Funds equal to the Purchase Price, less any payments made,
is any.
(iii) any and all other sums and documents required by Escrow
Agent to carry out and close the Escrow pursuant to this
Agreement, including the Escrow fees and Buyer's portion
of prorations, if any.
203.7 Conditions of Closing. The Closing is conditioned upon
satisfaction of the terms and conditions designated in this Section.
(A) City's Conditions. City's obligation to close Escrow is
conditioned upon the satisfaction or written waiver by City of each
and every one of the conditions precedent (i) through (vii)
inclusive, described below (the "City's Conditions Precedent "),
which are solely for the benefit of City, and which shall be
satisfied or waived by the time periods provided for herein:
(i) No Default. Buyer is not in default of any of its material
obligations under the terms of this Agreement and all
representations and warranties of Buyer contained herein
shall be true and correct in all material respects.
(ii) Execution of Documents. Buyer shall have executed and
delivered into Escrow all documents to which Buyer is a
Party.
(iii) Deposit of Funds. Buyer shall have deposited all funds
and shall have made all payments required to be deposited
and made by Buyer for the Closing pursuant to this
Agreement.
(iv) Physical Condition of Site. Buyer shall not have elected
to cancel Escrow and terminate this Agreement due to the
physical condition of the Site pursuant to Section 202.3
hereof.
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(v) Environmental Condition of Site. Buyer shall not have
elected to cancel Escrow and terminate this Agreement due
to the environmental condition of the Site pursuant to
Section 202.3 hereof.
(vi) No Litigation. No litigation shall be pending or threatened
by any third parties which seeks to enjoin the transactions
contemplated herein.
(vii) Certificate of Acceptance. Buyer shall have executed and
returned one (1) original of a certificate of acceptance of
the Grant Deed.
(B) Buyer's Conditions. Buyer's obligation to close Escrow is
conditioned upon the satisfaction or written waiver by Buyer of
each and every one of the conditions precedent (i) through (ix),
inclusive, described below (the "Buyer's Conditions Precedent "),
which are solely for the benefit of Buyer, and which shall be
satisfied or waived by the time periods provided for herein:
(i) No Default. City is not in default of any of its obligations
under the terms of this Agreement and all representations
and warranties of contained herein shall be true and correct
in all material respects.
(ii) Execution of Documents. City shall have executed and
deposited into Escrow all documents to which it is a Party
hereunder.
(iii) Deposit of Funds. City shall have deposited all funds
required to be deposited by City hereunder.
(iv) Physical Condition of Site. Buyer shall not have elected
to cancel Escrow and terminate this Agreement due to the
physical condition of the Site pursuant to Section 202.3
hereof.
(v) Environmental Condition of Site. Buyer shall not have
elected to cancel Escrow and terminate this Agreement due
to the environmental condition of the Site pursuant to
Section 202.3 hereof.
(vi) Review and Approval of Record Title. Buyer shall have
reviewed and approved the condition of title, as provided in
Section 203.5 (A) hereof.
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(vii) Title Policy. The Title Company shall, upon payment of
the Title Company's regularly scheduled premium, be
irrevocably committed to issue the Title Policy upon the
Close of Escrow, in accordance with Section 201.2 hereof.
(viii) No Litigation. No litigation shall be pending or threatened
by any third parties which seeks to enjoin Project or the
transactions contemplated herein or to obtain damages in
connection with this Agreement.
(ix) Site a Legal Parcel. The Site shall be a separate legal
parcel free of any claims of ownership interest(s) or
possession by third parties.
(C) Satisfaction of Conditions. Where satisfaction of any of the
foregoing conditions requires action by Buyer or City, each Party
shall use its diligent best efforts, in good faith, and at its own cost,
to satisfy such condition. Where satisfaction of any of the
foregoing conditions requires the approval of a Party, such
approval shall be in such Party's sole and absolute discretion.
(D) Waiver. Buyer may at any time or times, at its election, waive any
of the conditions set forth in the Section above to its obligations
hereunder, but any such waiver shall be effective only if contained
in a writing signed by Buyer and delivered to City. City may at
any time or times, at its election, waive any of the conditions set
forth in the Section above to its obligations hereunder, but any
such waiver shall be effective only if contained in a writing signed
by City and delivered to Buyer.
203.8 Termination of Escrow. Prior to the termination of Buyer's Due
Diligence Period and in the event that Buyer determines that the condition of the Site is
unsatisfactory pursuant to Section 202.3, then Buyer may, at Buyer's sole discretion,
terminate Escrow and this Agreement and demand the return of any deposits made into
Escrow upon Notice to City and the Escrow Agent.
In addition, in the event that City does not elect to remove Buyer -
disapproved items in the Preliminary Title Report and Buyer determines not to proceed
with the purchase of the Site pursuant to Section 203.5 (A), then Buyer may terminate
Escrow and this Agreement and demand the return of any deposits made into Escrow
upon Notice to City and the Escrow Agent.
Also, if the Escrow is not in a condition to close by the Outside Closing
Date, then either Party which has fully performed under this Agreement may, in writing,
demand the return of money, documents or property and terminate the Escrow and this
Agreement. If either Party makes a written demand for the return of its money,
documents or property, this Agreement shall not terminate until ten (10) business days
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after the Escrow Agent shall have delivered copies of such demand to the other Party at
the respective addresses set forth in Section 501 hereof. If any objections are raised by
written Notice within such ten (10) day period, the Escrow Agent is authorized to hold all
money, documents or property until instructed by a court of competent jurisdiction or by
mutual written instructions of the Parties. If no such objections are timely made, the
Escrow Agent shall immediately return the demanded money and /or documents, and the
escrow cancellation charges shall be paid by the undemanding Party. Termination of the
Escrow shall be without prejudice as to whatever legal rights, if any, either Party may
have against the other arising from this Agreement. If no demands are made, the Escrow
Agent shall proceed with the Closing as soon as possible consistent with the terms of this
Agreement. Nothing in this Section shall be construed to impair or affect the rights of
Buyer to specific performance.
203.9 Closing of Escrow. Escrow shall close no later than the date that is five
(5) days after the later of (1) the expiration of the Due Diligence Period, and (2) the
Parties' satisfaction or written waiver of both City's Conditions Precedent and the
Buyer's Conditions Precedent, but in no event later than the Outside Closing Date. The
Closing shall mean the time and day that the Grant Deed and Easement Deeds are filed
for record with the Orange County Recorder. The Closing Date shall mean the day on
which the Closing occurs. The Outside Closing Date shall be December 31, 2012 unless
extended by the mutual agreement of the Parties.
203.10 Closing Procedure. Escrow Agent shall:
(A) record the Grant Deed with instructions to the Orange County
Recorder to deliver the Grant Deed to Buyer and a conforming
copy thereof to City;
(B) deliver the Title Policy issued by the Title Company to the Buyer;
(C) deliver to City funds in an amount equal to the difference between
(i) the Purchase Price and (ii) proration's and charges applicable
against City, including its share of the Escrow Costs and other
costs set forth in Section 203.4 hereof, as evidenced by the
settlement statement approved by the Parties.
(D) file any informational reports required by Internal Revenue Code
Section 6045(e), as amended, and any other applicable
requirements;
(E) deliver the FIRPTA Certificate, if any, to Buyer; and
(F) forward to Buyer and City a separate accounting of all funds
received and disbursed for each Party and copies of all executed,
recorded or filed documents deposited into Escrow, with such
recording and filing date and information endorsed thereon.
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300. REPRESENTATIONS AND WARRANTIES.
301. City's Representations. The City makes the following representations and
warranties to Buyer, each of which (i) is material and relied upon by Buyer in making its
determination to enter into this Agreement, and (ii) is to the best knowledge of City true in all
respects as of the Effective Date and shall be true in all respects on the Closing Date:
a. Authority. City is a duly organized chartered municipal corporation
formed within and in good standing under the laws of the State of
California. City has full right, power and lawful authority to undertake all
obligations as provided herein and the execution, performance and
delivery of this Agreement by City has been fully authorized by all
requisite actions on the part of the City.
b. No Conflict. To the best of the City's knowledge, the City'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 the City is a party or by which it is bound.
c. No City Bankruptcy. The City is not the subject of a bankruptcy
proceeding.
d. Leases and Other Interests. To the best of the City's knowledge,
subject to the rights of any entity or person under any of the Permitted
Exceptions, there are no tenants or other persons who have a lawful
interest in the Site and no person, firm, partnership or corporation is in
possession or has the right to possess the Site or any portion of it.
e. Title. The City holds a fee title interest in the Site.
f. Governmental Compliance. To the best of the City's knowledge, the
City has not received any notice from any governmental agency or
authority alleging that the Site is currently in violation of any law,
ordinance, rule, regulation or requirement applicable to its use and
operation.
g. Pending Litigation. There are no pending or threatened, actions, suits,
writs, injunctions, decrees, legal proceedings or governmental
investigations against or affecting the Site or relating to the ownership,
maintenance, use or operation of the Site.
h. Hazardous Materials. City has not caused or knowingly permitted any
contamination by Hazardous Materials (as defined above) to occur on, at,
about, or within the Site, or any portion thereof, and otherwise knows of
any such contamination of Hazardous Materials on, at, about, or within the
Site, or any portion thereof.
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If City becomes aware of any act or circumstance which would change or render
incorrect, in whole or in part, any representation or warranty made by City hereunder, whether as
of the Effective Date or any time thereafter through the Closing Date, City will give immediate
written notice of such changed fact or circumstance to Buyer, but such notice shall not release
City of any liabilities or obligations with respect thereto.
302. Buyer's Representations. Buyer makes the following representations and
warranties to City, each of which (i) is material and relied upon by City in making its
determination to enter into this Agreement, and (ii) is to the best of Buyer's knowledge true in all
respects as of the Effective Date and shall be true in all respects on the Closing Date:
a. Authority. Buyer has and does exercise herein full right, power and
lawful authority to enter into and perform its obligations under this
Agreement.
b. No Conflict. To the best of Buyer's knowledge, Buyer's execution,
delivery and performance of its obligations under this Agreement will not
constitute a default or a breach under any contract, trust agreement, or any
other agreement or order to which Buyer is a party or by which it is bound.
c. No Buyer Bankruptcy. Buyer is not the subject of a bankruptcy
proceeding.
d. As is Purchase; Limited Release. Buyer acknowledges and agrees that
City will deliver the Site to the Buyer at the Closing in an "as -is"
condition, with no warranty, express or implied, by City except as
otherwise set forth in Section 202.1 and Section 301 of this Agreement,
including, without limitation, the presence of Hazardous Materials or the
condition of the soil, its geology, the presence of known or unknown
seismic faults or the suitability of the Site for the uses and purposes to
which the Buyer intends to put the Site. Buyer represents to City that
Buyer has conducted, or will conduct prior to the Closing, such
investigations of the Site, including but not limited to, physical and
environmental assessments as set forth in Section 202.2 of this Agreement,
as Buyer deems necessary or desirable to satisfy itself as to the condition
of the Site and the existence or nonexistence of hazardous or toxic
substances on or discharged from the Site, and will rely solely on its own
information and not on information provided by or on behalf of City.
Except for City representations and warranties specifically provided in
Section 202.1 and Section 301 of this Agreement, Buyer shall rely on
Buyer's own knowledge of the Site based on its own investigation of the
Site in determining the Site's physical condition. Buyer and anyone
claiming by, through or under Buyer or either of them, hereby waives
their right to recover from and fully and irrevocably release(s) City and its
employees, representatives, agents, servants, attorneys, affiliates,
successors and assigns, and all persons, firms, corporations and
organizations on their behalf ( "Released Parties ") from any and all claims
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arising out of or in any way connected with City's use, maintenance or
operation of the Site as such relates to the physical and environmental
condition of the Site, including any Hazardous Materials on the Site,
however they came to be placed there, but only if and to the extent such
conditions are disclosed in Buyer's Soils and Engineering Reports or
Buyer's Environmental Reports.
Buyer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the
California Civil Code which provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
Until the Closing Date, Buyer shall, upon learning of any fact or condition which would cause
any of the warranties and representations in this Section not to be true or any material change in
the condition of the Site, immediately give Notice of such fact or condition to City, and the City
shall have the right to approve or disapprove such fact or condition, and upon any such
disapproval, terminate this Agreement.
400. DEFAULTS AND REMEDIES
401. Default. Subject to the extensions of time set forth in Section 502 of this
Agreement, failure by either Party to perform any action or covenant required by this Agreement
within the time periods provided herein following Notice and failure to cure as described
hereafter, constitutes a "Default" under this Agreement. A Party claiming a Default shall give
written Notice of Default to the other Party specifying the nature of such Default. Except as
otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding
against any other Party, and the other Party shall not be in Default if such party within ten (10)
business days from receipt of such Notice (or a lender during any lender cure period), with due
diligence, commences to cure, correct or remedy such failure or delay and shall complete such
cure, correction or remedy with diligence.
402. Institution of Legal Actions. In addition to any other rights and remedies, and
subject to the restrictions otherwise set forth in this Agreement, either Party may institute an
action at law or in equity to seek the specific performance of the terms of this Agreement, to
cure, correct or remedy and Default, to recover damages for any Default or to obtain any other
remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in
the Superior Court of the County of Orange, State of California, in an appropriate municipal
court in Orange County, or in the United States District Court for District of California in which
Orange County is located.
403. Termination by the Buyer Prior to the Closing. Prior to the Closing and
provided that Buyer is not in Default of any of its obligations under this Agreement, in addition
to any other remedies available to Buyer, in the event that either
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a. the City does not tender conveyance of title to the Site in the manner and
condition and by the date required in this Agreement, and any such failure is not
cured within fifteen (15) days after written demand by Buyer; or
b. City fails to perform a material obligation hereunder which constitutes a Default,
including without limitation the failure to satisfy any of Buyer's Conditions
Precedent to the Closing which is to be performed by City as and at the times
required under this Agreement;
then this Agreement may, at the option of the Buyer, be terminated by Notice thereof to City.
Nothing in this Section shall limit or prohibit the Buyer's right to pursue any legal right or
remedy against City for City's failure to perform its obligations under this Agreement, provided
that Buyer shall not be entitled, and Buyer hereby expressly waives its individual and collective
right to seek consequential and /or punitive damages in the event of City's Default.
404. Termination by City Prior to the Closing. Prior to the exchange of title and
provided that City is not in Default of any of its obligations under this Agreement, in addition to
any other remedies available to City, in the event that Buyer fails to perform a material
obligation hereunder which constitutes a Default, including without limitation the failure to
satisfy any of City's Conditions Precedent to the Closing which is to be performed by Buyer as
and at the times required under this Agreement; then, as City's sole and exclusive remedy under
this Agreement, this Agreement may, at the option of City, be terminated by Notice thereof to
Buyer.
405. Acceptance of Service of Process. In the event that any legal action is
commenced by the City against Buyer, service of process on Buyer shall be made by personal
service or in such other manner as may be provided by law. In the event that any legal action is
commenced by Buyer against the City, service of process on the City shall be made in such
manner as may be provided by law.
406. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either
Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same Default or any other Default by
the other Party.
407. Inaction Not a Waiver of Default. Any failures or delays by either Party in
asserting any of its rights and remedies as to any Default shall not operate as a waiver of any
Default or of any such rights or remedies, or deprive either such Party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.
408. Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
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500. GENERAL PROVISIONS
501. Notices, Demands and Communications Between the Parties. Any notices,
requests, demands, documents, approvals or disapprovals given or sent under this Agreement
from one Party to another (collectively, "Notices ") may be personally delivered, transmitted by
facsimile (FAX) transmission, or deposited with the United States Postal Service for mailing,
postage prepaid, to the address of the other Party as stated in this Section, and shall be deemed to
have been given or sent at the time of personal delivery or FAX transmission or, if mailed, on the
third day following the date of deposit in the course of transmission with the United States Postal
Service. Notices shall be sent as follows:
If to Buyer: Superintendent
Savanna School District
1330 S. Knott Avenue
Anaheim, CA 92804
With a copy to: Andreas C. Chialtas
Atkinson, Andelson, Loya, Ruud & Romo
12800 Center Court Drive, Suite 300
Cerritos, California 90703
If to City: City Clerk
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
With a copy to: Public Utilities General Manager
City of Anaheim
201 South Anaheim Boulevard, 11 Floor
Anaheim, California 92805
502. Enforced Delay; Extension of Times of Performance. In addition to specific
provisions of this Agreement, performance by either Party hereunder shall not be deemed to be
in Default, and all performance and other dates specified in this Agreement shall be extended,
where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; civil disturbances;
floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics;
quarantine; restrictions; freight embargoes; lack of transportation; governmental restrictions or
priority; litigation; unusually severe weather; inability to secure or delays in securing necessary
labor, materials or tools; delays of any contractor, subcontractor or supplier; delays due to the
existence or remediation of Hazardous Materials (other than as provided in this Agreement); acts
or omissions of the other Party; acts or failures to act of the City, acting in its governmental
capacity, or any other public or governmental entity (other than the acts or failures to act of
Buyer hereunder which shall not excuse performance by Buyer); or any other inability or cause
beyond the control or without the fault of the Party claiming an extension of time to perform.
Notwithstanding anything to the contrary in this Agreement, an extension of time for any such
cause shall be for the period of the enforced delay and shall commence to run from the time of
the commencement of the cause, if notice by the Party claiming such extension is sent to the
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other Party within thirty (30) days of the commencement of the cause. If such notice is delivered
after such thirty (30) day period, the extension period shall commence to run from the date of
such notice. Times of performance under this Agreement may also be extended in writing by the
mutual agreement of Buyer and City. The Parties agree to consider requests for such extensions
in good faith and with an intent to cooperate toward the implementation of the activities
contemplated by this Agreement.
503. Relationship Between Buyer and City. It is hereby acknowledged by Buyer
that the relationship between Buyer and the City is not that of a partnership or joint venture and
that Buyer and the City shall not be deemed or construed for any purpose to be the agent of the
other.
504. No Third Party Rights. The Parties intend that no rights nor remedies be
granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation
or undertaking established herein.
505. City Approvals and Actions. Whenever a reference is made herein to an action
or approval to be undertaken by City, the City Manger is authorized to act on behalf of City
unless specifically provided otherwise or the context should require otherwise.
506. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by all Parties, shall constitute a binding agreement. This Agreement is executed in
three (3) originals, each of which is deemed to be an original.
507. Integration. 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. Each Party is entering
this Agreement based solely upon the representations set forth herein and upon each Party's own
independent investigation of any and all facts such Party deems material. This Agreement
includes pages 1 through 22 and Attachment Nos. 1 through 2, which constitute the entire
understanding and agreement of the Parties, notwithstanding any previous negotiations or
agreements between the Parties or their predecessors in interest with respect to all or any part of
the subject matter hereof.
508. Real Estate Brokerage Commission. Buyer and the City 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.
509. Attorneys' Fees. In any action between the Parties to interpret, enforce, reform,
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 costs and reasonable attorneys' fees.
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510. 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. Reference to section numbers are to sections in this Agreement, unless expressly stated
otherwise.
511. Interpretation. As used in this Agreement, masculine, feminine or neuter
gender and the singular or plural number shall each be deemed to include the others where and
when the context so dictates. The word "including" shall be construed as if followed by the
words "without limitation." This Agreement shall be interpreted as though prepared jointly by
both Parties.
512. 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.
513. 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. The City and Buyer agree to mutually consider reasonable requests for amendments
to this Agreement that may be made by any of the Parties hereto, provided such requests are
consistent with this Agreement and would not substantially alter the basic business terms
included herein.
514. Severability. To the best knowledge and belief of the Parties to this Agreement,
this Agreement contains no provision that is contrary to any federal, state or local law or to any
regulatory requirement or other ruling or regulation of a federal, state or local agency that would
be in breach of the obligations of either or both of the Parties under the terms and provisions of
any legally binding agreement. However, if any provision of this Agreement or any part thereof,
shall at any time be held to be invalid, in whole or in part, under any applicable federal, state or
local law by a court of competent jurisdiction, or by arbitrators or an administrative agency of
the federal, state or local government with proper jurisdiction, then such provision or a portion
thereof, as appropriate, shall be curtailed and limited only to the extent necessary to bring it
within the requirements of the law; in such event, the validity and enforceability of the remaining
provisions of this Agreement shall remain in effect and shall in no way be affected, impaired or
invalidated, unless the invalidated provision(s) shall uniquely, materially and adversely affect the
rights and obligations of a Party to this Agreement.
515. 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.
516. Legal Advice. Each Party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full
knowledge of any right which they may have; they have received independent legal advice from
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their respective legal counsel as to the matter set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have
freely signed this Agreement without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other Party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.
517. Time of Essence. Time is expressly made of the essence with respect to the
performance by Buyer and the City of every obligation and condition of this Agreement.
518. Cooperation. Each Party agrees to cooperate with the other in 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.
519. Non - Liability of Officials and Employees of CITY and Buyer. No member,
official or employee of the City shall be personally liable to the Buyer, or any successor in
interest, in the event of any Default or breach by the City or for any amount which may become
due to Buyer or his successors, or on any obligations under the terms of this Agreement. No
member, official or employee of the Buyer shall be personally liable to the City, or any successor
in interest, in the event of any Default or breach by the Buyer or for any amount which may
become due to City or his successors, or on any obligations under the terms of this Agreement.
520. Authority. Each individual executing this Agreement on behalf of a corporation,
nonprofit corporation, partnership or other entity or organization, represents and warrants that he
or she is duly authorized to execute and deliver this Agreement on behalf of such entity or
organization and that this Agreement is binding upon the same in accordance with its terms.
521. Time for Acceptance of Agreement by Buyer. This Agreement, when executed
by the City and delivered to Buyer, must be authorized, executed and delivered by Buyer on or
before ten (10) days after signing and delivery of this Agreement by the City or this Agreement
shall be void, except to the extent that the City shall consent in writing to a further extension of
time for the authorization, execution and delivery of this Agreement.
522. Costs of Conveyance. All costs not otherwise allocated herein related to City's
grant and conveyance of the Site to Buyer shall be borne equally by the Parties.
523. Binding on Heirs. This Agreement shall be binding upon the Parties hereto and
their respective heirs, representatives, transferees, successors, and assigns.
524. Conflicts of Interest. No director, officer, official, representative, agent or
employee of the City or Buyer shall have any financial interest, direct or indirect, in this
Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below:
SAVANNA SCHOOL DISTRICT
Dated: By:
Dr. Sue Johnson, Superintendent
"Buyer"
CITY OF ANAHEIM
Dated: By:
Mayor of the City of Anaheim
ATTEST: "City"
CITY CLERK OF THE CITY OF ANAHEIM
APPROVED AS TO FORM:
CRISTINA L. TALLEY, CITY ATTORNEY
By:
Daniel A. Ballin
Deputy City Attorney
Date:
CAO# 81453
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ATTACHMENT NO. 1
MAP AND LEGAL DESCRIPTION
[ATTACHED BEHIND THIS PAGE]
-23-
LOCATION MAP
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•
LEGAL DESCRIPTION
Real property in the City of Anaheim, County of Orange, State of California, described as follows:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14,
TOWNSHIP 4 SOUTH, RANGE 11 WEST, IN THE RANCHO LOS COYOTES, CITY OF ANAHEIM,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51 PAGE 11 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTER OF SAID SECTION 14, SAID CENTER BEING ALSO THE
INTERSECTION OF THE CENTER LINE OF ORANGE AVENUE AND WESTERN AVENUE; THENCE
SOUTH 00° 16' 25" EAST 1349.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH
89° 36' 59" EAST 115.19 FEET; THENCE SOUTH 00° 23' 01" EAST 37.00 FEET; THENCE SOUTH
89° 36' 59" WEST 115.26 FEET; THENCE NORTH 00° 16' 25" WEST 37.00 FEET TO THE TRUE
POINT OF BEGINNING.
APN: 079-461-01
ATTACHMENT NO. 2
GRANT DEED
[ATTACHED BEHIND THIS PAGE]
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Recording Requested by:
City Clerk of the City of Anaheim
WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF ANAHEIM
P.O. BOX 3222
ANAHEIM, CA 92803
EXEMPT - GOVERNMENT AGENCY
(Government Code § §6103 & 27383)
MAIL TAX STATEMENT TO:
Savanna School District
1330 S. Knott Avenue
Anaheim, CA 92804
Attest:
City Clerk, City of Anaheim (Space Above Line For Recorder's Use Only)
GRANT DEED
The undersigned grantor(s) declare(s)
DOCUMENTARY TRANSFER TAX $
®computed on full value of property conveyed, or
['computed on full value less liens and encumbrances remaining at time of sale.
❑Unincorporated Area City of
City Deed #
APN # 079 - 461 -01
File # ABA2010 -00194
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the CITY OF
ANAHEIM, a municipal corporation ( "Grantor ") HEREBY REMISES, RELEASES, and GRANTS to the
SAVANNA SCHOOL DISTRICT, a California public school district ( "Grantee ") the real property in the City
of Anaheim, County of Orange, State of California, described in Exhibit "A" attached hereto and incorporated
by this reference.
DATED: CITY OF ANAHEIM
a municipal corporation
MAYOR