RES-2024-103RESOLUTION NO. 2024- 10 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING THE ACQUISITION OF THE CROWN MOTEL LOCATED
AT 1136 N. LA PALMA PARK WAY IN THE AMOUNT OF $3,488,000,
INCLUDING ASSOCIATED RELOCATION COSTS, SOURCED IN
WHOLE OR IN PART FROM COMMUNITY DEVELOPMENT BLOCK
GRANT (CDBG) FUNDS AND THE CITY'S COMMUNITY
IMPROVEMENT PROJECT FUNDS; APPROVING AN AGREEMENT
FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS BY
AND BETWEEN THE CITY OF ANAHEIM AND BHAGU C. PATEL AND
DAMYANTI B. PATEL, HUSBAND AND WIFE, SUBSTANTIALLY IN
THE FORM SUBMITTED HEREWITH FOR THE PURCHASE OF THE
CROWN MOTEL, IN THE AMOUNT OF $3,288,000; AUTHORIZE THE
DIRECTOR OF COMMUNITY SERVICES, OR HER DESIGNEE, TO
EXECUTE AND ADMINISTER THE AGREEMENT ON BEHALF OF THE
CITY OF ANAHEIM; AND, INCREASE THE FY 2024/2025 COMMUNITY
SERVICES DEPARTMENT'S BUDGET BY $3,488,000
WHEREAS, the City of Anaheim ("City") is a California municipal corporation and
charter city; and
WHEREAS, on June 10, 2024, the City extended an offer to purchase the Crown Motel
property located at 1136 N. La Palma Park Way ("Site") from its owner, Bhagu C. Patel and
Damyanti B. Patel, husband and wife ("Seller"), for $3,288,000 via a Letter of Intent ("LOI")
based on an approved appraisal prepared by a professional MAI appraiser; and
WHEREAS, the Site, located in Council District 3, is an existing 20 -key motel
strategically situated immediately across the street from La Palma Park; and
WHEREAS, on June 27, 2024, the Seller accepted the price and terms outlined in the LOI;
and
WHEREAS, the attached Agreement for Sale of Property and Joint Escrow Instructions
("Agreement") between the City and Seller reflects the total purchase price of $3,288,000 for the
acquisition of the Site, which will be funded by Community Development Block Grant (CDBG)
funds and Community Improvement Project Funds; and
WHEREAS, upon acquiring the Site the City will relocate eligible occupants of the Crown
Motel, which is anticipated to cost up to $200,000; the acquisition of the Site shall comply with
all the applicable requirements of the federal Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 (URA), as amended, the implementing regulations of Handbook
1378 of the Department of Housing and Urban Development (HUD), the California Relocation
Assistance Law, Government Code Section 7260, et seq., and the Relocation Assistance and Real
Property Acquisition Guidelines adopted by the Department of Housing and Community
Development and set forth at Title 25, California Code of Regulations Section 6000, et seq.
(Guidelines) (collectively, the "Relocation Laws"); and
WHEREAS, the City has prepared such notices, plans and reports as may be required prior
to consideration of this matter and has made available for public inspection all such matters prior
to the public consideration of this matter; and
WHEREAS, the City has duly considered all terms and conditions of the proposed
Agreement, including all attachments thereto, and believes that the acquisition of the Site is in the
best interests of City and the health, safety, and welfare of its residents, and in accord with the
public purposes and provisions of applicable state and local laws and requirements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANAHEIM:
Section 1. The City Council hereby finds and determines that the foregoing recitals are
true and correct and are a substantive part of this Resolution.
Section 2. The City Council hereby finds and determines, based on all documentation,
testimony and other evidence in the record before it, that (a) the proposed acquisition of the Site
will assist in the elimination of blight by allowing a parcel (the Site) constrained with infrastructure
deficiencies to be converted to a new use.
Section 3. The City Council hereby approves the acquisition of the Crown Motel,
sourced in whole or in part with Community Development Block Grant (CDBG) funds and
Community Improvement Project Funds, and approves an Agreement for Sale of Property and
Joint Escrow Instructions by and between the City of Anaheim and Bhagu C. Patel and Damyanti
B. Patel, husband and wife, substantially in the form submitted herewith for the purchase of the
Crown Motel located at 1136 N. La Palma Park Way in the amount of $3,288,000, as well as up
to $200,000 for associated relocation costs.
The Director of Community Services, or her designee, is authorized to execute and
administer the Agreement for Sale of Property and Joint Escrow Instructions on behalf of the City.
Section 4. In addition to the authorization of Section 3 above, the Director of
Community Services is hereby authorized, on behalf of the City, to sign all other documents
necessary or appropriate to carry out and implement the Agreement for Sale of Property and Joint
Escrow Instructions.
Section 5. The City Council hereby approves amendment of the FY 2024/2025
Community Services Department's budget by $3,488,000, which includes $3,288,000 for the
purchase price of the site and $200,000 for associated relocation costs.
Section 6. As the "lead agency" under the California Environmental Quality Act
(Public Resources Code Section 21000, et seq.; herein referred to as "CEQA"), the City Council
of the City of Anaheim reviewed the environmental impacts of the proposed property acquisition
pursuant to the California Environmental Quality Act (Public Resources Code §§ 21000, et seq.
"CEQA") and the regulations promulgated thereunder (14 Cal. Code of Regs. §§ 15000, et seq.,
the "CEQA Guidelines"). CEQA Guidelines §§ 15060(c)(2), 15061(b)(3), and 15378 exempt
activities that will not result in a direct or reasonably foreseeable indirect physical change in the
environment, activities where there is possibility that it may have a significant effect on the
environment, and activities that do not constitute a "project" as defined, respectively. This
Resolution is for general policies and procedure -making. Any subsequent development will be
evaluated separately under the CEQA Guidelines. Accordingly, this Resolution is exempt from
further review.
Section 7. Notice of CEQA Determination. The City Clerk, or designee, is directed to
file a Notice of Exemption in accordance with Pub. Res. Code §21152; 14 CCR §§ 15062, and any
other applicable law.
Section 8. If any section, paragraph or provision of this Resolution shall be held to be
invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any remaining sections, paragraphs or provisions of this
Resolution.
Section 9. This Resolution shall be effective immediately upon adoption.
Section 10. The City Clerk shall certify to the adoption of this Resolution.
[SIGNATURES ON NEXT PAGE]
THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY
THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS EIGHTH (8th) DAY OF
OCTOBER, 2024, BY THE FOLLOWING ROLL CALL VOTE:
AYES: Mayor Aitken and Council Members Kurtz, Diaz,
Leon, Rubalcava, Faessel and Meeks
NOES: None
ABSTAIN: None
ABSENT: None
CITY OF, , NAHEIM j]
./ A P' !1f 1 0 -
LIN
LERK OF THE CITY OF ANAHEIM
4
MAYOR QF'THE CITY OF ANAHEIM
ATTACHMENT TO RESOLUTION
ATTACHMENT TO RESOLUTION
Page 1 of 1
ASSESSOR PARCEL NOS.: 267-134-018
SELLER: BHAGU C. PATEL AND DAMYANTI B. PATEL, HUSBAND AND WIFE, AS
COMMUNITY PROPERTY
BUYER: CITY OF ANAHEIM
CITY OF ANAHEIM
AGREEMENT FOR SALE OF PROPERTY
AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS
(the "Agreement") is dated for identification only as of August 1, 2024, by and between Bhagu C.
Patel and Damyanti B. Patel, husband and wife, as community property (hereinafter called "Seller"),
and the City of Anaheim, a charter city and California municipal corporation (hereinafter called
"Buyer"), for acquisition by Buyer of certain property as hereinafter set forth.
IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, convey, transfer and
deliver to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the
consideration set forth in this Agreement, all of the following property (hereinafter collectively
called "Property"):
A. Real Property. That certain real property together with Seller's right, title and
interest, if any, in and to all improvements, mineral interests, easements, rights of way, licenses,
interests, rights and appurtenances pertaining to the real property, situated in the City of Anaheim,
County of Orange, State of California, and legally described in Exhibit A attached hereto, and
commonly known as 1136 N. La Palma Park Way, Anaheim, California (collectively, the "Real
Property'). Improvements to the Real Property include a 20 -room motel with rooms rented to
motel guests (the "Motel Guests").
B. Personal Property. All equipment, facilities, machinery, tools, appliances, fixtures,
furnishings, furniture, paintings, sculptures, art, inventories, supplies, computer equipment and
systems, telephone equipment and systems, satellite dishes and related equipment and systems,
security equipment and systems, fire prevention equipment and systems, and all other items of
tangible personal property owned by Seller and located on or about the Real Property or used in
conjunction therewith, free and clear of any and all liens, liabilities, encumbrances, exceptions
and claims, other than the Assumed Contracts (collectively, the "Personal Propert "). The
Personal Property includes all property used in the operation of the motel business, but excludes
personal property unrelated to the motel business located in the owner's residence.
C. Intangible Property. All intangible personal property not otherwise described in this
Paragraph 1 and owned by Seller and relating to the Real Property or the business of owning,
operating, maintaining and/or managing the Real Property, including, without limitation: (i) all
warranties, guarantees and bonds from third parties; (ii) all good will relating to the business of
owning, operating, maintaining and managing the Real Property; (iii) all trade names, trademarks,
service marks and logos used in conjunction with the ownership, operation and management of
the Real Property, whether or not registered (collectively, the "Intangible Property").
Sale Agreement - Final 10.3.24 Page 1
D. Assumed Contracts. All of the Contracts (as defined in Paragraph 5.A) that Buyer
has expressly agreed to assume in writing upon the Closing pursuant to a written notice by Buyer
delivered to Seller prior to the expiration of the Due Diligence Period (collectively, the "Assumed
Contracts"). In the event Buyer fails to deliver to Seller Buyer's written election to assume one or
more of the Contracts pursuant to this Paragraph 1.13, such failure shall be deemed to constitute
Buyer's election not to assume any of the Contracts and upon such failure, Seller shall terminate
all Contracts Buyer has not elected to assume effective no later than the Closing Date.
E. Permits and Entitlements. All of Seller's right, title and interest in, to and under the
following in Seller's possession or control: (i) all permits, licenses, certificates of occupancy,
approvals, authorizations and orders obtained from any governmental authority and relating to
the Real Property or the business of owning, maintaining and/or managing the Real Property; (ii)
all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications
(including "as -built" plans and specifications), and tenant improvement plans and specifications
for the Improvements (including "as -built" tenant improvement plans and specifications; and (iii)
all maps and surveys for any portion of the Real Property; (iv) all items constituting the Seller's
Deliveries, and all changes, additions, substitutions and replacements for any of the foregoing,
free and clear of any and all liens and claims (collectively the "Permits and Entitlements").
2. PURCHASE PRICE. The total purchase price for the Property, payable in cash, certified
or cashier's check payable to the Escrow Agent, or by electronic transfer of federal funds through
escrow, shall be the sum of: (i) THREE MILLION DOLLARS ($3,000,000) (referred to separately
herein as the Real Property Purchase Price), and (ii) the liquidated value of interruptions to
Seller's business operations as provided in Paragraph 3 in the amount of TWO HUNDRED
EIGHTY-EIGHT THOUSAND DOLLARS ($288,000) (referred to separately herein as the
Business Interruption Reimbursement).
$45,000 Deposit at opening of Escrow
52.955.000 Balance of Real Property Purchase Price at Close
of Escrow)
$3,000,000 Real Property Purchase Price
Plus
$288.000 Business Interruption Reimbursement
$3.288,000 Purchase Price
3. BUSINESS INTERRUPTION REIMBURSEMENT. In recognition that Seller is an
established motel operator with a history of attracting returning guests and that Buyer's pre-
closing activities, including but not limited to, environmental investigation and relocation surveys
as provided in Paragraph 5, will likely disrupt the quality of the Motel Guest experience leading to
loss of return bookings and unfavorable consumer reviews of the guest experience, Seller has
reasonably estimated that the resulting interruptions over the course of the extended Escrow
period as provided herein will increase operating expenses and cause loss revenues reasonably
valued at $288,000. The parties acknowledge that: (i) the amount of loss resulting from the
interruption of Seller's operations is difficult to precisely estimate, (ii) the amount of $288,000
bears a reasonable relationship to, and is not plainly disproportionate to, the probable loss likely
to be incurred, and (iii) Seller and Buyer desire to reach an agreement as to such amount as of
the Effective Date in order avoid further uncertainty along with avoiding the cost of a potential
post -closing dispute over Seller's actual business interruption losses.
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4. TITLE REVIEW AND TITLE INSURANCE POLICY.
A. Delivery of Title Commitment. Escrow Agent (as defined in Paragraph 7.A hereof)
shall promptly request that [to be designated by Seller] ("Title Company") deliver to Buyer a
current preliminary title commitment covering the Real Property together with legible or best
available copies of all documents referenced therein (collectively, the "Title Report").
B. Title Review and Cure. Buyer shall have thirty (30) days following its receipt of the
Title Report (the "Title Review Period") to review same and to either approve or disapprove the
condition of title to the Real Property. On or before the expiration of the Title Review Period,
Buyer shall deliver to Seller and Escrow Agent written notice (`Buyer's Title Notice") of Buyer's
approval or disapproval of the matters reflected in the Title Report. The failure of Buyer to deliver
to Seller Buyer's Title Notice on or before the expiration of the Title Review Period shall be
deemed to constitute Buyer's disapproval of the condition of title to the Real Property. If Buyer
disapproves any matter of title shown in the Title Report, then Seller may, but shall have no
obligation to, within five (5) business days after its receipt of the Buyer's Title Notice for the Real
Property ("Seller's Election Period"), elect to eliminate or ameliorate to Buyer's satisfaction, in
Buyer's sole discretion, the disapproved title matters by giving Buyer written notice ("Seller's Title
Notice") of those disapproved title matters, if any, which Seller agrees to so eliminate by the
Closing Date. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved
title matters, Buyer acting in its sole discretion disapproves Seller's Title Notice, or Seller fails to
timely deliver Seller's Title Notice, then Buyer shall have the right, upon delivery to Seller and
Escrow Agent (on or before five (5) business days following the expiration of Seller's Election
Period) of a written notice, to either: (a) waive its prior disapproval, in which event said
disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow.
Failure to take either one of the actions described in (a) and (b) above shall be deemed to be
Buyer's election to take the action described in clause (b) above. If Buyer elects (or is deemed
to have elected) to terminate this Agreement as provided in clause (b) above, this Agreement
shall automatically terminate, the parties shall be released from all further obligations under this
Agreement (except pursuant to any provisions which by their express terms survive a termination
of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall
immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables
(see Paragraph 5.A) and all other documents, instruments and materials previously provided by
Seller to Buyer, if any (collectively, the "Property Information"). Buyer shall have been deemed
to have approved any title exception that Seller is not obligated to remove and to which either
Buyer did not object as provided above, or to which Buyer did object, but with respect to which
Buyer did not terminate this Agreement.
Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to
be removed from title, on or before the Closing and at Seller's sole cost and expense, all monetary
liens, claims and encumbrances of record, and Buyer shall not be required to object to same; all
of which, if any, shall not become a Permitted Exception (as defined below).
C. Delivery of Title Policy at Closing. As a condition precedent to Buyer's obligation
to acquire the Real Property and the Closing, the Title Company shall have issued and delivered
to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property,
an ALTA Extended Coverage Owner's Policy of Title Insurance with endorsements required by
Buyer (the "Title Policy") issued by the Title Company as of the date and time of the recording of
the Grant Deed for the Real Property, in the amount of the Purchase Price, subject only to the
Permitted Exceptions (as hereinafter defined), name Buyer as the insured; have a liability amount
equal to the Purchase Price; show Buyer as the owner of the Real Property in fee simple; and
Page 3
include extended coverage over the standard printed exceptions as may be required by Buyer,
including without limitation any endorsements required by Buyer. For purposes of this Agreement,
"Permitted Exceptions" shall mean only (a) any lien to secure payment of real estate taxes,
including special assessments, not delinquent, (b) the lien of supplemental taxes assessed
pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation
Code, not delinquent, (c) all matters affecting the Real Property which are created by or with the
express written consent of Buyer; (d) all exceptions disclosed by the Title Report relating to the
Real Property and which are approved or deemed approved by Buyer in accordance with
Paragraph 4.13 hereof, and (e) all applicable laws, ordinances, rules and governmental
regulations (including, without limitation, those relating to building, zoning and land use) affecting
the development, use, occupancy or enjoyment of the Real Property. Buyer agrees to pay the
premium charged for the Title Policy, and Seller shall deliver to the Title Company such
instruments, documents, releases and agreements and perform such other acts as Title Company
may reasonably require in order to issue the Title Policy, including without limitation the execution
and delivery of owner's affidavits and indemnities. Indemnification of the Title Company to induce
it to insure any otherwise un -permitted exception to title shall not be allowed except with Buyer's
prior written consent, in Buyer's sole discretion, after full disclosure to Buyer of the nature and
substance of such exception and indemnity.
D. Buyer, at its sole election, may, no later than twenty (20) days following the
Effective Date, hire a land surveyor for the purpose of preparing an ALTA survey for the Real
Property (the "Survey'). Notwithstanding the foregoing, Buyer shall have ten (10) business days
after receipt of the Survey to object to any matters of survey in writing to Seller, in which event
the procedure set forth in Paragraph 4.13 above shall apply to such Survey objections.
E. Seller agrees it shall not from and after the date of this Agreement voluntarily or
consensually perform any act which results in any additional exceptions to title that would survive
the Closing without Buyer's prior written consent. In the event that any work has been performed
on the Real Property by or on behalf of Seller prior to one hundred eighty (180) days of the
Closing, or such greater lien period as may be designated by the Title Company, and the Title
Company requires an indemnity for any potential liens on the Real Property in connection with
such work, Seller shall provide such indemnity to the Title Company at the Closing as may be
required in order to allow the Title Company to provide title insurance to the Buyer at the Closing.
F. Buyer shall have the right to reexamine title to the Real Property and in the event of
any amended, updated or modified version of the Title Report after Buyer has delivered Buyer's Title
Notice, Buyer shall have the right to object to any additional title exceptions, or modifications to
existing title exceptions, contained in such amended, updated or modified Title Report, by the same
process contained above, provided, however, that the objection and response times of each of the
parties shall be limited to five (5) days each, and the Closing shall be extended accordingly.
5. INSPECTIONS; DUE DILIGENCE PERIOD.
A. Seller's Deliverables. Within ten (10) business days of the Effective Date, Seller
shall deliver (i) all reports, surveys and data relating to the environmental, geological, soil and/or
physical condition of the Real Property and/or the improvements thereon in the possession of
Seller or its agents, (ii) if any, agreements related to the occupation of the Real Property by a
party having a possessory rights with respect to the Real Property; and (iii) the following
"Contracts": all written and oral contracts of insurance, management, leasing, security, janitorial,
cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating,
repair, and other contracts and commitments in any way relating to the Property (collectively (i)
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through (iii), the "Seller's Deliverables"). Seller will promptly deliver to Buyer supplements and/or
updates of Seller's Deliveries to the extent such items are received by Seller prior to Closing.
During the Due Diligence Period, Buyer shall have the right to conduct and complete an
investigation of all matters pertaining to Seller's Deliveries and all other matters pertaining to the
Property and Buyer's acquisition thereof. In this regard, Buyer shall have the right to contact the
Motel Guests to determine potential eligibility for relocation benefits, governmental agencies and
officials and other parties and make reasonable inquiries concerning Seller's Deliveries and any
and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Buyer
in connection with its investigation of Seller's Deliveries and all other matters pertaining to the
Property. Seller shall not unreasonably refuse to extend the Due Diligence Period (as defined
below) in the event that Buyer needs additional time to perform the assessments and inspections
set forth in Paragraph 5 of this Agreement.
B. Seller's Disclosures. Within ten (10) business days of the Effective Date, Seller
will provide Buyer with all disclosures required by statute and which are applicable to the Real
Property, including, but not limited to, a disclosure as designated under Section 25359.7 of the
Health and Safety Code; whereby Seller is required to disclose if there are any hazardous
substances located on or beneath the Real Property that are known to Seller.
C. Inspections in Generali Relocation Survey. Beginning on the Effective Date, and
continuing thereafter for a period of sixty (60) days (the "Due Diligence Period"), Buyer and its
agents shall have a license (the "License") to enter upon the Real Property for the purpose of
making physical inspections and assessing relocation obligations with respect to any Motel
Guests and any other persons occupying the Property in compliance with Buyer's obligation under
the California Relocation Assistance Law, California Government Code section 7260 et seq. (the
"Relocation Assessment"), at Buyer's sole risk, cost and expense.
Prior to any entry onto the Real Property pursuant to the License, Buyer or Buyer's agent
conducting the inspection shall provide Seller with a certificate of insurance naming Seller as an
additional insured and with an insurer and insurance limits and coverage reasonably satisfactory
to Seller (which coverage shall include, at a minimum, general liability, personal injury and broad
form property damage with limits of liability not less than $1,000,000 combined single limit per
occurrence and $2,000,000 aggregate). All of such entries upon the Real Property shall be at
reasonable times during normal business hours and after at least 24 hours prior notice to Seller
or Seller's agent, and Seller or Seller's agent shall have the right to accompany Buyer during any
activities performed by Buyer on the Real Property. Seller shall inform its Motel Guests of such
inspections and coordinate with such Motel Guests in order to facilitate the inspection as provided
herein.
At Seller's request and provided that Seller is not in default of this Agreement, Buyer shall
provide Seller (at no cost to Seller) with a copy of the results of any final form tests and inspections
made by Buyer (to the extent in Buyer's possession as of the date of request by Seller), excluding
only market and economic feasibility studies; provided however, Buyer shall not be liable for any
such material provided to Seller and Buyer makes absolutely no representation or warranty of any
kind regarding any such tests/inspections. If any inspection or test physically disturbs the Real
Property, Buyer will restore the Real Property to substantially the same condition as existed
before the inspection or test. Buyer shall defend, indemnify and hold Seller, Seller's members,
managers, officers, tenants, agents, contractors and employees harmless from and against any
and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanic's and
material men's liens and Seller's reasonable attorneys' fees, arising out of or in connection with
Buyer's or its agents' entry upon or inspection of the Real Property. Notwithstanding the
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foregoing, Buyer's indemnity, defense and hold harmless obligations hereunder shall not apply to
any pre-existing condition that is discovered by Buyer during the course of Buyer's exercise of
the License rights. The License shall be deemed revoked upon any termination of this Agreement.
The provisions of this Paragraph 5.0 shall survive the Closing or the earlier termination of this
Agreement.
D. Environmental Inspections. The inspections under Paragraph 5.0 may include
Phase I environmental inspections of the Real Property, Phase II environmental inspections or
other invasive inspections or sampling of soil or materials, including without limitation construction
materials, either as part of the Phase I inspections or any other inspections. If Buyer chooses to
perform any Phase II or other invasive inspections or sampling, (i) Buyer shall notify Seller in
writing not less than five (5) days before the date in which the Phase I I or other invasive inspection
or sampling is scheduled to take place, (ii) such notice shall include the proposed scope of work
and the party who will perform the work shall be subject to Seller's review and reasonable
approval and (iii) the work shall be performed in accordance with such terms and conditions as
Seller shall reasonably prescribe (e.g., insurance). At Seller's request and provided that Seller is
not in default of this Agreement, Buyer shall deliver to Seller (at no cost to Seller) copies of any
final form Phase II or other environmental reports (to the extent in Buyer's possession as of the
date of request by Seller) to which Seller consents as provided above; provided however, Buyer
shall not be liable for any information contained in such reports and Buyer makes absolutely no
representation or warranty of any kind regarding any such reports.
In the event Buyer determines that remediation is required due to the presence of
Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the
contrary, the Buyer and Seller shall promptly meet and confer to determine whether remediation
will be performed and the financial responsibility for such remediation. In the event that the Parties
cannot reach agreement on the process for determining the necessary remediation and financial
responsibility thereto, the Agreement shall be deemed terminated without fault of either party.
E. Termination During Due Diligence Period. If Buyer determines, in its sole
discretion, before the expiration of the Due Diligence Period that the Property is unacceptable for
Buyer's purposes, then Buyer shall have the right to terminate this Agreement by giving to Seller
notice of termination ("Termination Notice") on or before the expiration of the relevant Due
Diligence Period, in which event Deposit shall be immediately returned to Buyer, Buyer shall
immediately return (or confirm the destruction of) all Property Information, if any, to Seller and,
except for those provisions of this Agreement which expressly survive the termination of this
Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver
a Termination Notice or Acceptance Notice (as defined below) to Seller on or before the expiration
of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this
Agreement and the Deposit shall be immediately returned to Buyer. Buyer's delivery (or deemed
delivery) of a Termination Notice to Seller with respect to the Property shall constitute Buyer's
election to terminate this Agreement with respect to the Property as provided above in this
Paragraph 51.
F. Notice of Acceptance. If Buyer determines, in its sole discretion, on or before the
expiration of the Due Diligence Period that the Property is acceptable for Buyer's purposes, Buyer
shall deliver to Seller a written notice of acceptance ("Acceptance Notice") on or before the
expiration of the Due Diligence Period, in which event Buyer shall be deemed to have accepted
the condition of the Property and shall waive its termination right under this Paragraph 5. Upon
receipt of the Acceptance Notice, Seller shall have the right to schedule the Close of Escrow at
any time prior to the Outside Closing Date (as defined in Paragraph 9.A) upon thirty days advance
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written notice to Buyer ("Seller's Notice to Close Escrow"). Upon Buyer's receipt of Seller's Notice
to Close Escrow, the parties shall proceed to close the escrow as provided in Paragraph 8.
G. Property "As -Is, Where -Is." To the maximum extent permitted by applicable law,
and except for Seller's representations and warranties in Paragraph 13 of this Agreement and
any warranties of title contained in the Grant Deed or other documents delivered at the Close of
Escrow ("Seller's Warranties"), this sale is made and will be made without any other
representation, covenant, or warranty of any kind (whether express, implied, or, to the maximum
extent permitted by applicable law, statutory) by Seller. As a material part of the consideration
for this Agreement, Buyer agrees to accept the Property on an "as is" and "where is" basis, with
all faults, and without any other representation or warranty, all of which Seller hereby disclaims,
except for Seller's Warranties.
6. SELLER'S PRE-CLOSING OBLIGATIONS. Seller hereby covenants and agrees as
follows:
A. Operations. During the time period commencing upon the Effective Date and
terminating upon the Closing or the earlier termination of this Agreement, Seller must operate and
manage the Real Property substantially in accordance with its customary practices, provided,
however, that Seller must exercise good faith efforts to ensure that lodgers do not remain in
occupation of any accommodation on the Real Property for a continuous period of 30 days or
more, Seller must take reasonable efforts to reduce existing occupancy, and within 10 days before
the anticipated Closing, Seller must discontinue offering transient occupancy to new Motel
Guests, within the confines of applicable law. Notwithstanding the foregoing, Seller will not
involuntarily terminate the occupancy of any Motel Guest in advance of or solely because of the
Closing.
B. Maintenance. During the time period commencing upon the Effective Date and
terminating upon the Closing or the earlier termination of this Agreement, Seller shall maintain
the Real Property in substantially its present condition, subject to normal wear and tear, and Seller
shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided
to the Real Property.
C. No Leases. During the time period commencing upon the Effective Date and
terminating upon the Closing or the earlier termination of this Agreement, Seller shall not enter
into any residential leasing arrangement.
D. Notices/Violations. During the time period commencing upon the Effective Date of
this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller
shall promptly deliver to Buyer any and all notices and/or other written communications delivered
to or received from: (i) any Motel Guest; (ii) any party under any of the Contracts; and/or (iii) any
governmental authority relating to the Property or operation thereof. During the time period
commencing upon the Effective Date of this Agreement and terminating on the Closing or the
earlier termination of this Agreement, Seller shall deliver to Buyer prompt notice of: (i) the
occurrence of any inspections of the Real Property by any governmental authority; (ii) any default
by a party to any Contract; (iii) any notices of violations of laws, ordinances, orders, directives,
regulations or requirements issued by, filed by or served by any governmental agency against or
affecting Seller or any part or aspect of the Real Property.
E. Assumed Contracts. During the time period commencing upon the Effective Date
and terminating upon the Closing or the earlier termination of this Agreement, Seller shall
Page 7
administer and timely perform all of its material obligations under the Contracts. Furthermore,
during the time period commencing upon the date of delivery by Buyer to Seller of Buyer's
Acceptance Notice pursuant to Paragraph 5.F and terminating on the Closing or the earlier
termination of this Agreement, as applicable, Seller shall not terminate, amend or modify any of
the Assumed Contracts or enter into any new Contract not terminable at Closing, without the prior
written consent of Buyer in each instance, which consent may be granted or withheld in Buyer's
sole discretion. Seller agrees that, except for the Assumed Contracts, prior to the Closing Seller
shall be responsible for terminating all Contracts and other obligations (including, but not limited
to, any and all management, hotel/motel operating, listing and/or leasing agreements) relating to
the maintenance, operation, management and leasing of the Property, and Seller shall be liable
for any risks, costs and penalties related to such termination.
F. Monetary Obligations. Seller shall pay and satisfy in full any and all liens, liabilities
and encumbrances placed, or caused to be placed, of record against the Real Property
evidencing a monetary obligation which can be removed by the payment of money (the "Monetary
Obligations") on or before the Closing Date.
G. New Liens. Liabilities or Encumbrances. Seller shall not cause, grant or permit any
new liens, liabilities, encumbrances or exceptions to title to the Property without the prior written
consent of Buyer in each instance, which consent may be granted or denied in the sole and
absolute discretion of Buyer.
H. Termination of Negotiations. Upon the expiration of the Due Diligence Period,
Seller shall terminate all negotiations with any other person or entity other than Buyer for the sale
or disposition of the Property.
I. Indemnification. Seller will hold harmless, defend with counsel selected by Buyer,
and indemnify Buyer and all its officers, volunteers, employees and representatives from and
against any and all suits, actions, or claims, of any character whatever, brought for, or on account
of, any injuries or damages sustained by any person or property resulting or arising from any
negligent or wrongful act, error or omission by Seller or any of Seller's officers, agents, employees,
or representatives, in the performance of this Agreement and/or in Seller's use and operation of
the Property, except for such loss or damage arising from Buyer's sole negligence or willful
misconduct. For purposes of this subparagraph, "Buyer" includes Buyer's officers, officials and
employees. It is expressly understood and agreed that this provision will survive termination of
this Agreement.
7. SELLER'S DELIVERIES
A. Seller's Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last
business day prior to the Closing Date, Seller shall deliver to Escrow Agent the items described
in this Paragraph 7.
i. Seller's Grant Deed. One (1) original of Grant Deed, duly executed and
acknowledged by Seller. Pursuant to Paragraph 9.D hereof, all documentary transfer tax
information shall be affixed to Grant Deed upon recordation.
ii. Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller.
iii. Certificate of Non -Foreign Status. One (1) original of the Certificate of Non -
Foreign Status, duly executed and acknowledged by Seller.
Page 8
iv. Assignment and Assumption of Contracts. Two (2) counterpart originals of
the Assignment and Assumption of Contracts in substantially the same form and substance as
the form attached hereto as Exhibit D, duly executed by Seller.
V. Seller's Charges. In addition to the Purchase Price and other funds
deposited by Buyer with Escrow Agent, such funds as may be required to: (a) discharge all
Monetary Obligations; and (b) pay any amounts required to be paid by Seller in accordance with
the provisions of Paragraphs 9.D and 9.E hereof out of the sales proceeds.
vi. Seller's Affidavits; Certificates and Evidence of Authority. (a) Any and all
affidavits, indemnities and any other written documentation required by the Title Company as a
condition to the issuance of the applicable Title Policy; and (b) to the extent required by the Title
Company, Escrow Agent and/or Buyer, as applicable, evidence that Seller and those acting for
Seller have full authority to consummate the transaction contemplated by this Agreement, as
modified through the Closing including, without limitation, certified copies of the corporate, limited
liability company, partnership or other resolutions authorizing the transaction contemplated by this
Agreement.
vii. Seller's Closing Statement. Seller's Closing Statement, duly executed by
Seller.
viii. Additional Documents. Such additional documents, instructions or other
items as may be necessary or appropriate to comply with the provisions of this Agreement and to
effect the transactions contemplated hereby, provided that such additional documents,
instructions or other items shall not cause any additional liability, cost or obligation to Seller,
except as otherwise provided for in this Agreement.
B. Seller's Deliveries to Buyer at Closing. On or before the Closing, Seller shall deliver
to Buyer the items described in this Paragraph 6.13.
L Assumed Contracts, Permits and Entitlements and Intangible Property.
Originals, or if the originals are not available, copies of all Assumed Contracts, Permits and
Entitlements and Intangible Property in Seller's possession or control.
ii. Motel Guest Register. An updated, current motel guest register which
includes, at a minimum, all the dates of occupancy and monetary rates paid for occupancy,
relating to the Real Property, certified by Seller as being true, correct and complete in all material
respects as of the Closing Date.
iii. Keys. All keys and security cards, if any, relating to the Real Property, and
such additional documents, instructions or other items as may be necessary to operate any
security systems on the Real Property.
8. BUYER'S DELIVERIES
A. Buyer's Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last
business day prior to the Closing Date, Buyer shall deliver to Escrow Agent the items described
in this Paragraph 8.
Purchase Price. The Purchase Price pursuant to Paragraph 2 hereof.
Page 9
ii. Assiqnment and Assumption of Contracts. Two (2) counterpart originals of
the Assignment and Assumption of Contracts, in substantially the same form and substance as
the form attached hereto as Exhibit D, duly executed by Buyer.
iii. 'Buyer's Char es. In addition to the Purchase Price and other funds
deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by
Buyer in accordance with the provisions of Paragraphs 9.D and 9.E hereof.
iv. Evidence of Authority. To the extent required by the Title Company, Escrow
Agent, and/or Seller, as applicable, evidence that Buyer and those acting for Buyer have full
authority to consummate the transaction contemplated by this Agreement, as modified through
the Closing including, without limitation, certified copies of the corporate, limited liability company,
partnership or other resolutions authorizing the transactions contemplated by this Agreement.
V. Buyer's Closing Statement. Buyer's Closing Statement, duly executed by
Buyer.
vi. Additional Documents. Such additional documents, instructions or other
items as may be necessary or appropriate to comply with the provisions of this Agreement and to
effect the transactions contemplated hereby, provided that such additional documents,
instructions or other items shall not cause any additional liability, cost or obligation to Buyer,
except as otherwise provided for in this Agreement.
9. ESCROW.
A. General Escrow Provisions. Buyer and Seller agree to open an escrow in
accordance with this Agreement at First American Title Company ("Escrow Accent") no later than
ten (10) days following the Effective Date. The escrow shall be deemed open upon the delivery
of a fully -executed copy of this Agreement to Escrow Agent (the "Opening of Escrow"). The "Close
of Escrow" or "Closing" shall mean and refer to (i) Seller's receipt of the Purchase Price and
(ii) transfer and conveyance of the Real Property to Buyer by Grant Deed. This Agreement
constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these
instructions are delivered is hereby empowered to act under this Agreement. The parties hereto
agree to do all acts reasonably necessary to close this escrow in the shortest possible time, but
in no event later than six (6) months following the Effective Date (the "Outside Closing Date"),
unless extended by the Parties in writing. Seller shall, on or before the Closing, deliver to Escrow
Agent a fully -executed and notarized original of the Grant Deed, in form reasonably approved by
Buyer. Buyer agrees to deposit the Purchase Price and related escrow fees and charges, less
applicable deposits if any, upon demand of Escrow Agent on the Closing Date. Buyer and Seller
each agree to deposit with Escrow Agent any additional instruments and funds as may be
reasonably necessary to complete this transaction. The Deposit shall be delivered to Escrow by
wire transfer within ten (10) business days after opening escrow.
B. Insurance. Insurance policies are not to be transferred, and Seller will cancel its
own policies after Closing.
C. Escrow Funds; Disbursements. All funds received in this escrow shall be
deposited with other escrow funds in a general interest-bearing escrow trust account(s) and may
be transferred to any other such escrow trust account in any federally insured State or National
Bank doing business in the State of California.
Page 10
D. Cost and Expenses.
Seller shall pay: (a) Seller's share of prorations; and (b) Seller's attorneys'
fees.
ii. Buyer shall pay: (a) all recording costs, documentary transfer taxes, deed
stamps and similar costs, fees and expenses payable in connection with the recordation of the
Grant Deed; (b) the premium for the Title Policy and the cost of any binders or endorsements to
the Title Policy requested by Buyer; (c) Escrow Agent's fees and costs for the Escrow; (d) Buyer's
share of prorations; and (e) Buyer's attorneys' fees.
E. Prorations and Adiustments. The following adjustments and prorations shall be
made as of 12:01 a.m. on the Closing Date ("Proration Date"), as though Buyer held title to the
Property throughout the entire day in which the Closing occurs. Such adjustments and prorations
shall be made subject to the following provisions:
i. Revenues. All motel rental fees, receipts and other revenues (including, but
not limited to, reimbursements for Property Expenses, common area maintenance, real and
personal property taxes, insurance and other operating expense reimbursements, if applicable,
but excluding percentage rent, if applicable) (collectively, the "Revenues"), received by Seller as
of the Closing, but which are properly allocable to the period after the Proration Date, shall be
credited to Buyer at the Closing. To the extent there are any Revenues owing to Seller as of the
Closing which relate to periods of time prior to the Proration Date, but which have not actually
been collected by Seller as of the Closing ("Delinquent Revenues"), Buyer shall not be obligated
to pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the
Closing. All Revenues which are received by Seller or Buyer subsequent to the Closing Date shall
be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to Seller.
Seller and Buyer hereby agree to promptly remit to the other the amount of any Revenues
received and owing to each other pursuant to the provisions of this Paragraph 9.E(i).
Notwithstanding any provision in this Paragraph 9E to the contrary, Seller retains its rights to
recover Delinquent Revenues, including, without limitation, the right to collect (without eviction)
the same from the Motel Guest and/or third parties responsible for payment of such Delinquent
Revenues.
ii. Operating Expenses. All costs, fees and expenses (other than Taxes)
relating to the operation, management and repair of the Property (collectively, the "Operating
Expenses"), shall be prorated between Seller and Buyer at the Closing as of the Proration Date.
iii. Taxes and Assessments. All real and personal property ad valorem taxes,
if any, including without limitation, all supplemental taxes attributable to the fiscal year in which
the Closing occurs shall be paid by Seller and Seller shall be entitled to seek a refund from the
Orange County Tax Collector for any such taxes and assessments paid for the portion of the fiscal
year following the Closing Date. Special assessments, if any, shall be prorated to the Closing
Date. All transient occupancy taxes collected by Seller prior to the Closing and not yet remitted
to the City of Anaheim shall be paid by Seller.
iv. Assumed Contracts. All Operating Expenses accruing under, arising out of
or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the
Closing as of the Proration Date.
Page 11
V. Final Adjustment after Closing. If final prorations of special assessments,
if any, or ad valorem taxes relating to pre -Closing issues/events cannot be made at the Closing,
then, provided Buyer or Seller identify any such proration ("Post ClosincLProration") in writing
before the Closing, Buyer and Seller agree to allocate such items on a fair and equitable basis as
soon as invoices or bills are available, with final adjustment to be made as soon as reasonably
possible after the Closing.
F. Close of Escrow: Instructions to Escrow Agent. On the Closing Date, provided that
all conditions precedent have been satisfied or waived by the appropriate party, Escrow Agent
shall take the following actions in the order indicated below:
i. With respect to all closing documents delivered to Escrow Agent
hereunder, and to the extent necessary, Escrow Agent is authorized to insert into all blanks
requiring the insertion of dates the date of the recordation of the Grant Deed or such other date
as Escrow Agent may be instructed in writing by Seller and Buyer;
ii. Pay any amount necessary to place title in the condition necessary to
satisfy Paragraph 4.0 of this Agreement and charge Seller;
iii. Pay any escrow fees, charges and costs payable under Paragraph 9.13 of
this Agreement and charge Buyer and Seller as set forth in Paragraphs 9.D and 9.E.
iv. Deliver to Seller, in cash or current funds, the Purchase Price, plus or
minus, as the case may be, the amounts determined in accordance with the provisions of this
Agreement;
V. Record the Grant Deed in the Official Records of Orange County,
California;
vi. Cause the Title Company to issue the Title Policy for the Property; and
vii. Deliver to Seller and Buyer a final closing statement which has been
certified by Escrow Agent to be true and correct.
G. Time of the Essence; Failure to Close Due to Buyer's Default. TIME IS OF THE
ESSENCE IN THESE INSTRUCTIONS AND ESCROW SHALL CLOSE ON OR BEFORE THE
OUTSIDE CLOSING DATE, UNLESS SUCH DATE IS EXTENDED BY MUTUAL AGREEMENT
OF THE PARTIES.
10. BROKERAGE FEES.
Buyer and Seller each represent to the other that no brokers have been involved in this
transaction.
Except as otherwise provided above, neither party has had any contact or dealings
regarding the Property, or any communication in connection with the subject matter of this
transaction, through any licensed real estate broker or person, who can claim a commission or
finder's fee as a procuring cause of the sale contemplated in this Agreement. If any other broker
or finder perfects a claim for a commission or finder's fee based on any contract, dealings, or
communication with a party (the " Indemnify ing Part "), then the Indemnifying Party shall
indemnify, defend, and hold the other party (the "Non -indemnifying Party") harmless from all costs
Page 12
and expenses (including reasonable attorney fees and costs of defense) incurred by the Non -
indemnifying Party in connection with such claim.
11. RENTALS AND OCCUPANCY BY SELLER. Except for guest occupants of the motel
generally referred to as the Motel Guests, Seller warrants that there will be no oral or written
leases, subleases or other tenancies in effect, or parties in possession other than the Motel
Guests, pertaining to all or any portion of the Property on the Closing Date, and Seller further
agrees to indemnify, defend, and hold Buyer harmless and reimburse Buyer for any and all of its
losses and expenses, including without limitation reasonable attorney's fees and costs,
occasioned by reason of any such lease, sublease, or tenancy other than by the Motel Guests.
12. CONDITIONS TO CLOSE.
A. Buyer's Conditions Precedent. The following shall be conditions precedent to
Buyer's obligation to close, in addition to all other conditions precedent set forth in this Agreement.
i. The City Council of the City of Anaheim, acting as the legislative body of
Buyer, shall have approved this Agreement and authorized its designative representative to
execute on behalf of Buyer all documents necessary to the Close of Escrow.
ii. Buyer shall have reviewed the inventory of Personal Property immediately
prior to the Closing and reasonably determined that the Personal Property is generally the same
as when previously appraised, taking into account that during the term of the Agreement the
Personal Property is subject to normal wear and tear and may have necessarily been replaced if
damaged or worn out.
iii. Seller shall have timely delivered to Escrow Agent all of the items to be
delivered by Seller pursuant to Paragraph 7.A hereof. Seller shall have timely delivered to Buyer
all of the items to be delivered by Seller pursuant to Paragraph 7.B hereof.
iv. As of the Closing, Seller shall have timely performed all of the material
obligations required by the terms of this Agreement to be performed by Seller.
V. Title Company is irrevocably committed to issue the Title Policy.
vi. All representations and warranties made by Seller to Buyer in this
Agreement shall be true and correct as of the Closing.
vii. The Real Property (or portion thereof) shall not have been damaged or
destroyed by casualty or otherwise and no portion of the Real Property shall have been
condemned or subject to any pending or threatened condemnation proceedings.
Unless all of Buyer's conditions precedent contained in this Agreement are satisfied within
the time period specified, or if no time period is specified, prior to or at Closing, Buyer, at its
election, may, either (a) extend the date for Closing until such conditions are satisfied, but no
longer than ten (10) days beyond the original Closing date, or (b) terminate this Agreement and
have the Deposit and any interest earned thereon immediately refunded to Buyer without further
authorization or approvals of any kind from Seller or any other party, or (c) waive in writing the
satisfaction of any such conditions, in which event this Agreement shall be read as if such
conditions no longer existed. Notwithstanding the foregoing, if the failure of a Buyer's condition
Page 13
to Closing is caused by a default by Seller, Buyer shall have the right to exercise the remedies
set forth in this Agreement.
B. Seller's Conditions Precedent. The following shall be conditions precedent to
Seller's obligation to close, in addition to all other conditions precedent set forth in this Agreement.
I. As of the Closing, Buyer shall have timely performed all of the material
obligations required by the terms of this Agreement to be performed by Buyer.
ii. All representations and warranties made by Buyer to Seller in this
Agreement shall be true and correct as of the Closing.
Unless all of Seller's conditions precedent contained in this Agreement are satisfied within
the time period specified, or if no time period is specified, prior to or at Closing, Seller, at its
election, may, either (a) extend the date for Closing until such conditions are satisfied, but no
longer than ten (10) days beyond the original Closing date, or (b) terminate this Agreement and
have the Deposit and any interest earned thereon immediately released to the Seller without any
further authorizations or approvals of any kind from Buyer or any other party, or (c) waive in writing
the satisfaction of any such conditions, in which event this Agreement shall be read as if such
conditions no longer existed. Notwithstanding the foregoing, if the failure of a Seller's condition
to Closing is caused by a default by Buyer, Seller shall have the right to exercise any other
remedies set forth in this Agreement.
13. SELLER'S REPRESENTATIONS. Seller represents and warrants to Buyer that as of the
date hereof and as of the Closing:
A. All of the Contracts are terminable without penalty upon not more than thirty (30)
days' notice. There are no Contracts with any person or entity relating to the Property which must
be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming
the owner of the Property), other than the Assumed Contracts. The Assumed Contracts, if any,
are in full force and effect and constitute valid and enforceable agreements of Seller, free and
clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which
with the giving of notice or the passage of time or both would result in a default thereunder. Seller
has obtained, or on or before the Closing will have obtained, all requisite consents of third parties
to the assignment to and assumption by Buyer of the Assumed Contracts.
B. To the best of Seller's knowledge and belief, there are no pending or threatened
improvements, liens, or special assessments made or to be made against the Property by any
governmental authority.
C. There are not any pending, or to Seller's actual knowledge threatened, lawsuit(s),
investigations(s), inquiry(ies), actions(s) or other proceeding(s), including without limitation any
condemnation proceeding, affecting the Property or the right to use and/or occupy it.
D. There are not any unsatisfied mechanics' or materialmen's lien(s), or any right to
lien, affecting the Property or any portion thereof. In the event Seller receives any such notice
prior to the Closing, Seller shall immediately notify Buyer and, if required by the Title Company,
will provide the Title Company with such indemnifications or security as it may require to insure
title to the Property, with ALTA extended mechanic's lien coverage, at the Closing without
exception for any unrecorded labor, materialmen's or mechanics' claim of lien.
Page 14
E. This Agreement is, and all the documents executed by Seller which are to be
delivered to Buyer at the Closing will be, duly authorized, executed, and delivered by Seller. The
obligations contained in this Agreement, are and will be legal, valid, and binding obligations of
Seller enforceable against Seller in accordance with their respective terms. This Agreement does
not, and will not, violate any provisions of any agreement to which Seller is a party or to which it
is subject.
F. Seller has full power and authority to sell, convey and transfer the Property as
provided for in this Agreement, all necessary actions required on the part of Seller to execute this
Agreement and consummate the transaction contemplated hereby have been taken, or will be by
Closing, the persons executing this Agreement on behalf of Seller have all requisite authority to
execute this Agreement, and this Agreement is binding and enforceable against Seller.
G. To Seller's actual knowledge, the Property is not and never has been in violation
of any Environmental Laws (as hereinafter defined) with respect to Hazardous Materials and there
is not currently and have not been any underground storage tanks on the Real Property. Seller
has not received any written notices that the Property is or may be in violation of any
Environmental Law. Seller has disclosed to Buyer all information in Seller's possession or control
relating to the environmental condition of the Property. Seller has not received any information
from neighboring property owners indicating they have any concerns about existing environmental
conditions which could affect the Property or suggesting they might look to Seller for contribution
to clean up such condition. In the event Buyer discovers any Hazardous Materials conditions on
the Property at any time prior to Closing, Buyer shall have the right to terminate this Agreement
upon written notice thereof to Seller, whereupon the Escrow Agent shall return the Deposit and
all interest earned thereon to Buyer, and thereafter this Agreement shall be deemed void and
neither party shall have any further rights or obligations hereunder. Notwithstanding anything to
the contrary herein, the effect of the representations made in this subparagraph shall not be
diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or
its agents. For purposes of this Agreement, "Hazardous Materials" shall mean any pollutants,
contaminants, hazardous or toxic substances, materials or wastes (including petroleum,
petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated
biphenyls ("PCBs"), PCB -containing equipment, radioactive elements, infectious agents, and urea
formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning
fluids and other lawful substances used in the ordinary operation and maintenance of the
Property, to the extent in closed containers) and "Environmental Laws" shall mean all federal,
state and local environmental laws, rules, statutes, directives, binding written interpretations,
binding written policies, ordinances and regulations issued by any governmental or quasi -
governmental body or agency having jurisdiction over Seller, the Property or any portion thereof
and in effect as of the date of this Agreement with respect to or which otherwise pertain to or
affect the Property or improvements located thereon, or any portion thereof, the use, ownership,
occupancy or operation of the Property or the improvements, or any portion thereof, or any owner
of the Property, and as same have been amended, modified or supplemented from time to time
prior to the date of this Agreement, including but not limited to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous
Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et
seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401
et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control
Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right -to -Know Act of
1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. §
7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et
Page 15
seq.), comparable state and local laws, and any and all rules and regulations which have become
effective prior to the date of this Agreement under any and all of the aforementioned laws.
H. There are no options, rights of first refusal, purchase agreements, management,
employment, service, equipment, supply, maintenance, water, sewer or other utility agreements,
agreements with municipalities (including improvement or development escrows or bonds) or
other agreements, oral or written, with respect to or affecting the Property or any portion thereof,
which are or will be binding upon Buyer, or which will burden the Property after Closing, except
as set forth in the Title Report. Seller will not enter into or amend any agreements or contracts
prior to the Closing without the prior written consent of Buyer.
I. Seller has not received any notice requiring any work, repairs, construction,
alterations or installations on or in connection with the Property, or asserting any violation of any
federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements
affecting any portion of the Property, including, without limitation, the Americans with Disabilities
Act, any similar State of California Disability Act, any applicable environmental laws or regulations,
or any agreements of record. Seller has not received any notice from any insurance company
which has issued a policy with respect to the Property or by any board of fire underwriters (or
other body exercising similar functions) claiming any defects or deficiencies or requesting the
performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of and
comply with any such notice or requirement at Seller's cost if such notice is received prior to
Closing.
J. Except as set forth in the Title Report, Seller has no actual knowledge of any bonds
affecting the Property.
K. Seller has no actual knowledge of any material error or omission contained in the
Seller Deliverables.
L. To Seller's actual knowledge, the Property is not in violation of any applicable law,
code, ordinance, rule or regulation, or agreement of record.
M. Seller warrants and represents that the sale of the Property to the Buyer is
voluntary and that, in accordance with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act (URA) and California Government Code 7260, Seller and its officers and
shareholders are owner -occupants who move as a result of a voluntary acquisition and are not
eligible for relocation assistance as a displaced person and will not receive relocation assistance
associated with moving a business, farm, non-profit organization, residence or personal property
from the Property.
N. No representation, statement or warranty by Seller contained in this Agreement or
in any exhibit attached hereto contains or will contain any untrue statements or omits, or will omit,
a material fact necessary to make the statement of fact therein recited not misleading. If, after
Seller's execution hereof, any event occurs or condition exists of which Seller becomes aware or
should be aware of as owner of the Property, which renders any of the representations contained
herein untrue or misleading, Seller shall promptly notify Buyer in writing.
Each of the representations and warranties of Seller contained herein shall survive the
Closing.
Page 16
14. BUYER'S REPRESENTATIONS. Buyer represents and warrants to Seller that as of the
date hereof and as of the Closing:
A. Buyer is a charter city and California municipal corporation validly existing under
the laws of the State of California. Buyer has all requisite power and authority to execute and
deliver this Agreement and the ancillary documents to which Buyer is a party and to perform its
obligations hereunder and thereunder and to effect the transactions contemplated hereby and
thereby. All requisite action has been taken to authorize and approve the execution, delivery and
performance by Buyer of this Agreement and the documents to which Buyer is a party.
B. The execution, delivery and performance by Buyer of this Agreement and the
Transaction Documents to which Buyer is a party, and the consummation of the transactions
contemplated hereby and thereby, will not: (a) violate any provision of Buyer's organization
documents; (b) violate, conflict with or result in a breach of or default under any term or provision
of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets
or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award
or decree of any court or arbitration body, or any governmental, administrative or regulatory
authority, or any other body, by or to which Buyer is or may be bound or subject.
Each of the representations and warranties of Buyer contained herein shall survive the
Closing.
15. RELOCATION. Seller acknowledges and agrees that neither Buyer's acquisition of the
Real Property nor the construction and subsequent use of the Real Property have caused or will
cause Seller to be a "displaced person" as that term is used in California's Relocation Assistance
Act (Gov. Code §§ 7260 et seq.), California regulations (Title 25 of California's Code of
Regulations), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C. §§ 4601-4655) and the federal regulations (49 C.F.R. Part 24). As such, Seller,
on behalf of itself and its agents, successors and assigns, releases and discharges Buyer, and
any and all of Buyer's employees, agents, officers, servants, representatives, contractors,
attorneys and assigns, from any and all liability, responsibility or obligation to provide relocation
benefits and assistance of any kind whatsoever arising out of or in any way relating to any claim
for relocation assistance and compensation under applicable provisions of, inter alia, the Uniform
Relocation Assistance and Real Property Acquisition Policies Act (42 U.S.C. §§ 4601 et seq.),
California's Relocation Assistance Act (Gov. Code §§ 7260 et seq.), California regulations, and
federal regulations resulting from the Buyer's acquisition of the Real Property and the construction
and subsequent use of the Real Property. This Paragraph shall survive the Close of Escrow.
16. I.R.S. FORM "W-9". It is further understood and agreed by Seller that closing of this
escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form
"W-9" and/or 1099 and any other closing or escrow documents reasonably required by the Title
Company, and depositing same into Escrow.
17. NOTICE OF TAX WITHHOLDING REQUIREMENTS. It is further understood and agreed
by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing
a "Transferor's Affidavit of Non -Foreign Status" and California Form 593-C (Individual Sellers) or
593-W (Real Estate Withholding Exemption Certificate and Waiver Request for Non -Individual
Sellers) and depositing a copy of same into escrow.
18. AUTHORITY. This Agreement shall be binding on and shall inure to the benefit of the
heirs, executors, administrators, successors and assigns of Buyer and Seller. The parties upon
Page 17
whose benefit the signature appears below warrant, each to the other, that the person whose
signature appears below has the legal authority to bind the party on whose behalf the signature
appears to the terms of this Agreement, and that by doing so, such party is not in breach of any
other contract or agreement that would affect or impair the ability of said party to perform its
obligations under this Agreement.
19. ENTIRE AGREEMENT. This Agreement contains all the terms, promises, covenants,
conditions and representations made or entered into by or between Seller and Buyer relative to
the disposition and acquisition of the Property. This Agreement may not be modified or amended
unless such amendment is set forth in writing and executed by both Seller and Buyer.
20. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is
held invalid or otherwise unenforceable, the parties intend that all other provisions shall remain in
full force and effect.
21. ATTORNEY FEES. In the event of any controversy, claim or dispute relating to this
instrument or any breach thereof, the prevailing party shall be entitled to recover its reasonable
attorney(s) fees, costs and expenses (as actually incurred), whether or not the matter is
prosecuted to final judgment, including those on appeal. Attorney(s) fees shall include all costs,
expert witness fees, and all other reasonable expenses.
22. REMEDIES FOR DEFAULT.
A. Buyer's Default. Buyer shall be deemed to be in default under this Agreement if
after the expiration of the Due Diligence Period, Buyer fails, for any reason other than Seller's
default under this Agreement or the failure of a condition precedent to Buyer's obligation to
perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or
obligation required on its part within the time limits and in the manner required in this Agreement,
or a material breach shall have occurred of any representation or warranty (made by Buyer) by
reason of Buyer's actual fraud or intentional misrepresentation; provided, however, that no such
default shall be deemed to have occurred unless and until Seller has given Buyer written notice
of the default, describing the nature of the default, and Buyer has failed to cure such default within
five (5) business days after the receipt of such notice (but in any event before the Closing Date,
unless such default occurs after Closing).
B. Remedies for Buyer's Default. IF BUYER DEFAULTS IN ITS OBLIGATIONS
UNDER THIS AGREEMENT TO CLOSE THE ESCROW AND ACQUIRE THE PROPERTY
FROM SELLER ON THE CLOSING DATE THROUGH NO FAULT OF SELLER, THEN
SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL
OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER
BECAUSE OF SUCH DEFAULT, THAT THE TOTAL AMOUNT OF THE DEPOSIT AND ANY
INTEREST EARNED THEREON SHALL CONSTITUTE A REASONABLE ESTIMATE AND
AGREED STIPULATION OF DAMAGES IN THE EVENT OF SUCH DEFAULT BY BUYER AND
THAT SELLER SHALL HAVE NO OTHER RIGHT OR CAUSE OF ACTION AGAINST BUYER
FOR DAMAGES OR OTHERWISE ARISING FROM SAID DEFAULT. If, after the Closing Date,
Seller determines that Buyer has breached any material representation or warranty set forth in
this Agreement, then Seller shall have the right to bring an action for actual damages against
Buyer.
Seller's Initials: Buyer's Initials:
Page 18
C. Seller's Default. Seller shall be deemed to be in default under this Agreement if
Seller fails, for any reason other than Buyer's default under this Agreement or the failure of a
condition precedent to Seller's obligation to perform under this Agreement, to meet, comply with,
or perform any covenant, agreement, or obligation required on its part within the time limits and
in the manner required in this Agreement, or a material breach shall have occurred of any
representation or warranty (made by Seller); provided, however, that no such default shall be
deemed to have occurred unless and until Buyer has given Seller written notice of the default,
describing its nature, and Seller has failed to cure such default within five (5) business days after
receipt of such notice (but in any event before the Closing Date, unless such default occurs after
Closing).
D. Remedies for Seller's Default. If Seller defaults in its obligations under this
Agreement to sell the Property to Buyer on the Closing Date through no fault of Buyer, then Buyer
at its option may either (i) have the right to specific performance of this Agreement and all of its
general and special damages, or (ii) receive an immediate return of the Deposit, together with
interest thereon. If, after the Closing Date, Buyer determines that Seller has breached any
material representation or warranty set forth in this Agreement, then Buyer shall have the right to
bring an action for general and special damages against Seller. If this Agreement is terminated
before the Closing Date for Seller's default, then, in addition to any remedy Buyer has under this
Agreement, Seller shall reimburse Buyer for the reasonable costs actually incurred by Buyer in
conducting its due diligence, but in no event shall Buyer be entitled to request/receive (nor shall
Seller be obligated to pay) any due diligence reimbursement amount in excess of $50,000.
23. SUCCESSORS. The terms, conditions, covenants and agreements set forth herein shall
apply to and bind the heirs, executors, administrators, assigns and successors of the parties
hereto.
24. NOTICES. All written notices or demands of any kind which either party hereto may be
required or may desire to serve on the other in connection with this Agreement shall be served
by personal service, by registered or certified mail, or recognized overnight courier service. Any
such notice or demand so to be served by registered or certified mail, recognized overnight courier
service or electronic mail transmission shall be delivered with all applicable delivery charges
thereon fully prepaid and, if the party so to be served be Buyer, addressed to Buyer as follows:
City of Anaheim
Attention: Sjany Larson -Cash, Director
Community Services Department
200 S. Anaheim Blvd., 4th Floor
Anaheim CA 92805
Telephone No: 714-765-4324
Email: icarabez �,,anaheim.net
with copies thereof to: Office of the City Attorney
Attention: City Attorney
200 S. Anaheim Blvd., 3rd Floor
Anaheim, CA 92805
Telephone No. 714-765-5356
Email: cityattorneysoffice@anaheim.net
Page 19
and, if the party so to be served be Seller, addressed to Seller as follows:
Bhagu C. Patel and Damyanti B. Patel
c/o Crown Motel
1136 N. La Palma Park Way
Anaheim, CA 92801
Telephone No.: (714) 535-2477
Email:
with copies thereof to: Ketan Patel
Telephone No
Email:
with copies thereof to: David S. Quintana
Law Office of David S. Quintana
1000 Town Center Drive, Suite 300
Oxnard, CA 93036
Telephone No. 805-351-3757
Email: dmsglaw@aol.com
Service of any such notice or demand so made by personal delivery, registered or certified mail,
recognized overnight courier or electronic mail transmission shall be deemed complete on the
date of actual delivery as shown by the addressee's registry or certification receipt or, as to email
transmissions, by "answer back confirmation" or other computer confirmation (provided that a
copy of such notice or demand is delivered by any of the other methods provided above within
one (1) business day following receipt of such email transmission), as applicable, or at the
expiration of the third (3rd) business day after the date of dispatch, whichever is earlier in time.
Either party hereto may from time to time, by notice in writing served upon the other as aforesaid,
designate a different mailing address to which or a different person to whose attention all such
notices or demands are thereafter to be addressed.
25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California, without regard to conflict of law principles.
26. COUNTERPARTS. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
27. EXHIBITS INCORPORATED BY REFERENCE. All Exhibits attached to this Agreement
are incorporated in this Agreement by this reference.
28. HEADINGS: CONSTRUCTION. The various headings of this Agreement are included for
convenience only and shall not affect the meaning or interpretation of this Agreement or any
provision hereof. When the context and construction so require, all words used in the singular
herein shall be deemed to have been used in the plural and the masculine shall include the
feminine and the neuter and vice versa. The use in this Agreement of the term "including" and
related terms such as "include" shall in all cases mean "without limitation." All references to "days"
in this Agreement shall be construed to mean calendar days unless otherwise expressly provided
and all references to "business days" shall be construed to mean days on which national banks
are open for business.
Page 20
29. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole and exclusive benefit
of the parties hereto and their respective permitted successors and assigns, and no third party is
intended to, or shall have, any rights hereunder.
30. JOINT PRODUCT OF PARTIES. This Agreement is the result of arms -length negotiations
between Seller and Buyer and their respective attorneys, if any. Accordingly, neither party shall
be deemed to be the author of this Agreement and this Agreement shall not be construed against
either party.
31. CALCULATION OF TIME PERIODS. Unless otherwise specified, in computing any period
of time described herein, the day of the act or event after which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be included
at, unless such last day is a Saturday, Sunday or legal holiday for national banks in California, in
which event the period shall run until the end of the next day which is neither a Saturday, Sunday,
or legal holiday. Unless otherwise expressly provided herein, the last day of any period of time
described herein shall be deemed to end at 5:00 p.m., California time.
32. NO PERSONAL LIABILITY. Notwithstanding anything stated to the contrary herein,
Seller's liability under this Agreement shall be limited to Seller's interest in the Property and
Seller's constituent partners, members, managers, directors, officers, employees or agents shall
not have any personal liability hereunder to Buyer or its successor or assigns. Notwithstanding
anything stated to the contrary herein, Buyer's liability under this Agreement shall be limited to
the Buyer set forth herein and none of Buyer's officials, employees or agents shall have any
personal liability hereunder to Seller or its constituent partners, members, managers, directors,
officers, employees or agents.
33. EFFECTIVE DATE OF THIS AGREEMENT. This Agreement shall take effect immediately
upon the approval and execution of this Agreement by the Director of the Community Services
Department (the "Effective Date").
34. SECTION 1031 EXCHANGE. If requested, Buyer agrees to reasonably cooperate with
Seller in an exchange of real property in accordance with the provisions of Section 1031 of the
Internal Revenue Code of 1986, as amended, including entering into an irrevocable exchange
trust agreement, provided that Buyer shall not be required to assume any obligations or take title
to any property and shall not be personally liable in such transaction. Seller shall indemnify,
defend, and hold Buyer harmless for, from and against any loss, costs, liabilities, claims, demands
and expenses (including reasonable attorneys' fees) incurred or sustained by reason of Buyer's
participation in a Section 1031 exchange with Seller.
35. NO RIGHT TO MARKET. Seller shall not market or enter into negotiations with other
potential buyers during the term of this Agreement.
[Remainder of page intentionally left blank, signatures appear on next page.]
Page 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set
forth below.
Date:
Date:
SELLER:
BHAGU C. PATEL AND DAMYANTI B.
PATEL, husband and wife, as community
property
Bhagu C. Patel
Damyanti B. Patel
BUYER:
CITY OF ANAHEIM,
a charter city and California municipal
corporation
Date: By:
ATTEST:
THERESA BASS, CMC, CITY CLERK
By:
Theresa Bass, CMC
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Ryan O. Hodge, Deputy City Attorney
LEIBOLD MCCLENDON & MANN, P.C.
By.
David H. Mann, Special Counsel
Page 22
Sjany Larson -Cash
Director of Community Services
Department
EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
The real property referred to herein is situated in the County of Orange, City of Anaheim, State
of California, and is described as follows:
LOTS 3, 4, 5 & 6 OF THE MARY GOODMAN TRACT, AS PER MAP RECORDED IN BOOK 7
PAGE 21 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
ORANGE COUNTY.
APN: 267-134-018
EXHIBIT A —PAGE 1
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by:
CITY CLERK
CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803
WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803
EXEMPT FROM RECORDING FEE —
GOVERNMENT AGENCY BUSINESS Per
Gov't Codes 6103 and 27383
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DOCUMENTARY TRANSFER TAX $
❑ Computed on full value of property conveyed, or
❑ Computed on full value less liens & encumbrances remaining thereon at time of sale.
Signature of declarant or agent determining tax, firm name
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Bhagu C.
Patel and Damyanti B. Patel, husband and wife, as community property ("Grantors"), hereby
GRANT to the City of Anaheim, a charter city and California municipal corporation ("Grantee"),
the real property situated in the County of Orange, State of California, described as follows:
EXHIBIT B — PAGE 1
See Exhibit A attached hereto and incorporated by reference herein.
Date:
Date:
[Certificate of Acceptance
required for recording]
Grantors:
BHAGU C. PATEL AND DAMYANTI B.
PATEL, husband and wife, as community
property
EXHIBIT B — PAGE 2
Bhagu C. Patel
Damyanti B. Patel
EXHIBIT A TO GRANT DEED
LEGAL DESCRIPTION OF PROPERTY
[To be inserted]
EXHIBIT B — PAGE 3
EXHIBIT C
BILL OF SALE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, Bhagu C. Patel and Damyanti B. Patel, husband and wife, as community
property (hereinafter called "Seller"), does hereby give, grant, bargain, sell, transfer and deliver
unto the City of Anaheim, a charter city and California municipal corporation ("Buyer"), pursuant to
that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of
,202 (the "Agreement"), all of Seller's right, title and interest in and to that certain
personal property listed on the attached Schedule "1" (the "Personal Property") owned by Seller
and located on and used in connection with the ownership and/or operation of the real property
more particularly described on Schedule "2" attached hereto ("Real Property"), which Real
Property is being conveyed to Buyer on or about of even date herewith. The Personal Property is
hereby acquired by Buyer "AS -IS" without any representation or warranty of any kind or nature of
Seller, express, implied or statutory, as to the nature of or title to the Personal Property or its
fitness for Buyer's intended use of same.
EXECUTED as of —,202—.
BHAGU C. PATEL AND DAMYANTI B.
PATEL, husband and wife, as community
property
Bhagu C. Patel
Damyanti B. Patel
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
EXHIBIT C – PAGE 1
BUYER:
CITY OF ANAHEIM,
a charter city and California municipal
corporation
By.
ATTEST:
Sjany Larson -Cash
Director of Community Services
Department
THERESA BASS, CMC, CITY CLERK
By:
Theresa Bass, CMC
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Ryan O. Hodge, Deputy City Attorney
LEIBOLD MCCLENDON & MANN, P.C.
David H. Mann, Special Counsel
EXHIBIT C — PAGE 2
SCHEDULE1
SCHEDULE OF PERSONAL PROPERTY
[To be inserted]
EXHIBIT C — PAGE 3
SCHEDULE2
LEGAL DESCRIPTION OF REAL PROPERTY
The real property referred to herein is situated in the County of Orange, City of Anaheim, State
of California, and is described as follows:
[To be inserted]
EXHIBIT C — PAGE 4
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment ") is
executed as of the day of , 202_ ("Assignment Date"), by and between
Bhagu C. Patel and Damyanti B. Patel, husband and wife, as community property ("Assignor"), and
the City of Anaheim, a charter city and California municipal corporation ("Assignee").
RECITALS:
A. Assignor and Assignee are parties to that certain Agreement for Sale of Property
and Joint Escrow Instructions dated as of [to be inserted] (the "Agreement"), pursuant to which
Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor the
Property. Capitalized terms used herein and not separately defined shall have the same
definitions as set forth in the Agreement.
B. Assignee has acquired fee title to the Real Property from Assignor on the
Assignment Date. Assignor now desires to assign and transfer to Assignee all of Assignor's rights
and interests in and to all warranties and guarantees provided to Assignor by vendors and/or
contractors with respect to the real and personal property described in Schedule 1 hereto
(collectively, the "Contracts").
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor
and Assignee hereby agree as follows:
1. Assignment and Assumption. Effective as of the Assignment Date, Assignor
hereby grants, transfers, conveys, assigns and delegates to Assignee all of its rights and interests
of Assignor in, to and under the Contracts that are set forth in Attachment No. 1 attached hereto
and made a part hereof; provided, however, such assignment, transfer and sale shall not include
any rights or claims arising prior to the Assignment Date which Assignor may have against any
party to the Contracts.
2. No Warranties. Assignor is transferring each of the Contracts to Assignee (to the
extent the terms of any of the Contracts do not limit or restrict such right) without any warranty of
any kind or nature. This Assignment shall not be construed as a representation or warranty by
Assignor as to the transferability or enforceability of the Contracts, and Assignor shall have no
liability to Assignee in the event that any or all of the Contracts (a) are not transferable to Assignee
or (b) are canceled or terminated by reason of this Assignment or any acts of Assignee.
Notwithstanding any provisions of this Assignment to contrary effect, Assignor is released and
exonerated from any duties, liabilities or obligations with respect to the Contracts which arose
prior to the transfer of such Contracts.
3. Dispute Costs. In the event of any dispute between Assignor and Assignee arising
out of the obligations of the parties under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the losing party shall pay the prevailing party's
costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and
costs. Any such attorneys' fees and other expenses incurred by either party in enforcing a
judgment in its favor under this Assignment shall be recoverable separately from and in addition
to any other amount included in such judgment, and such attorneys' fees obligation is intended to
EXHIBIT D — PAGE 1
be severable from the other provisions of this Assignment and to survive and not be merged into
any such judgment.
4. Counterparts. This Assignment may be executed in counterparts, each of which
shall be deemed an original, and all of which shall, taken together, be deemed one document.
5. Survival. This Assignment and the provisions hereof shall inure to the benefit of
and be binding upon the parties to this Assignment and their respective successors, heirs and
permitted assigns.
6. No Third Party Beneficiaries. Except as otherwise expressly set forth herein,
Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a
third -party beneficiary status or interest in, nor give any third -party beneficiary rights or remedies
to, any other person or entity not a party to this Assignment.
7. Governing Law. This Assignment shall be governed by, interpreted under, and
construed and enforceable in accordance with, the laws of the State of California.
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
EXHIBIT D — PAGE 2
IN WITNESS WHEREOF, the parties Assignor and Assignee have duly executed this
Assignment as of the day and year first above written.
ATTEST:
THERESA BASS, CMC, CITY CLERK
By:
Theresa Bass, CMC
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Ryan O. Hodge, Deputy City Attorney
LEIBOLD MCCLENDON & MANN, P.C.
By:
David H. Mann, Special Counsel
ASSIGNEE:
CITY OF ANAHEIM,
a charter city and California municipal
corporation
By:
Sjany Larson -Cash
Director of Community Services
Department
ASSIGNOR:
BHAGU C. PATEL AND DAMYANTI B.
PATEL, husband and wife, as community
property
EXHIBIT D — PAGE 3
Bhagu C. Patel
Damyanti B. Patel
SCHEDULE1
SCHEDULE OF CONTRACTS
[To be inserted]
EXHIBIT D — PAGE 4
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2024-103 adopted at a regular meeting provided by law, of the Anaheim
City Council held on the W1 day of October, 2024 by the following vote of the members thereof:
AYES: Mayor Aitken and Council Members Kurtz, Diaz, Leon, Rubalcava,
Faessel and Meeks
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 91 day of October. 2024.
CL R OF THE CITY OFANAHEIM
(SEAL)