1 Project No.: E01
Project: Santa Ana River – River Park
Parcel No.: E01-1206.2
OFFER AND AGREEMENT TO
PURCHASE REAL PROPERTY
This Offer and Agreement to Purchase Real Property ("Agreement") is made____________, 20 , by and between the ORANGE COUNTY FLOOD CONTROL DISTRICT , a body corporate and politic (hereinafter referred to as "SELLER"), and the CITY OF ANAHEIM, a municipal corporation (hereinafter referred to as "BUYER"). SELLER and BUYER shall sometimes hereinafter individually be referred to as “Party” or jointly as “Parties.”
RECITALS
A. SELLER owns an approximately 3.31-acre parcel of real property identified as Parcel E01-1206.2 (hereinafter referred to as the "Property,") described in Exhibit A and shown on Exhibit B, of Quitclaim Deed attached hereto as Attachment I and by this reference made a part hereof.
B. BUYER has offered to purchase the Property from SELLER for TWO HUNDRED THOUSAND DOLLARS ($200,000).
C. The Property is surplus to SELLER’S needs and SELLER is willing to sell the property to B UYER for use as a public park, subject to the terms and conditions of this Agreement and Quitclaim Deed attached hereto as Attachment I.
D. As used in this Agreement, the term “Director” shall mean Orange County’s Director of OC Public Works, or designee.
NOW, THEREFORE, SELLER agrees to sell, and BUYER agrees to purchase the Property upon the following terms and conditions:
1. Incorporation of Recitals
The above Recital paragraphs A through D are hereby incorporated herein by this reference.
2. Purchase Price
The purchase price of the Property shall be T WO HUNDRED THOUSAND DOLLARS ($200,000), which sum is hereinafter referred to as the "Purchase Price."
3. Delivery of Agreement, Purchase Price and Deed
A. Within ten (10) days after approval of this Agreement by the County of Orange Board of Supervisors, Director shall deliver a fully executed Agreement to BUYER.
B. Within ten (10) days of receipt of the fully executed Agreement, BUYER shall deliver to Director a check, made payable to the Orange County Flood Control District , in the amount of the Purchase Price.
C. Upon receipt of the Purchase Price, Director shall deliver to BUYER an executed Quitclaim Deed substantially in the form attached hereto as Attachment 1.
D. BUYER shall provide Director with a conformed copy of the Quitclaim Deed after it has been 2 recorded.
4. BUYER'S Costs
Except as may otherwise be provided in this Agreement, BUYER shall pay any and all costs in connection with the sale and purchase of the Proper ty. Such costs may include but shall not be limited to: the purchase price, escrow fees, title insurance, documentary transfer tax, recording fees, and preliminary change of ownership fees .
5. Condition of Title
BUYER acknowledges that SELLER has made no representations, warranties, or agreements as to any matters concerning the Property, including, but not limited to, the marketability of title, the land, topography, climate, air, water, water rights, utilities, present or future zoning, soil, sub- soil, hazardous substances, waste, or materials, the purposes for which the Property is suited, drainage, access to public roads, proposed routes or extensions of roads, or the availability of governmental permits or approvals of any kind. BUYER represents and warrants to SELLER that BUYER has made its own independent inspection and investigation of the Property and BUYER agrees to purchase the Property in its “as-is” condition.
BUYER acknowledges that the conveyance of the Property from SELLER to BUYER may constitute a merger within the meaning of Government Code Section 66424.2 and that there may be a requirement to prepare and file for record a parcel map pursuant to Government Code Section 66428; accordingly, BUYER agrees to:
A. be solely responsible for the preparation, filing, and cost of any such required parcel map, if such map is required; and
B. hold SELLER harmless with regard to the preparation and cost of such parcel map preparation and filing in the event such parcel map is required of BUYER or required of any successor in interest to BUYER.
6. AS IS
Buyer is purchasing the Property in its existing condition, "AS -IS, WHERE-IS, WITH ALL FAULTS," and upon the finalization of this Agreement has made or has waived all inspections and investigations of the Property and its vicinity which Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property.
______________
Buyer's Initials
7. Accommodations of Existing Easements or Use Agreements .
Buyer is aware and consents to make accommodation for any recorded or unrecorded, known or unknown easements or use agreements affecting the Property.
8. H azardous Material
The conveyance of the property rights pursuant to this Agreement is not intended to, nor shall anything in this Agreement be construed to, transfer to or require the CITY or its successors or assigns, to perform any investigation or response related to hazardous material caused in the future 3 by the DISTRICT, or to relieve DISTRICT or its successors or assigns or predecessors in title of any responsibility or liability DISTRICT or its successors or assigns or predecessors in title now has relating to hazardous or toxic substances or materials (as such terms as those used in this sentence are defined by statute, ordinance, case law, governmental regulation or other provision of the law).
Furthermore, CITY may exercise any rights it may have under law to bring action, if necessary, to recover clean-up costs and penalties paid, if any, from DISTRICT or any others who are ultimately determined by a court of competent jurisdiction and/or a Federal, state or local regulatory or administrative governmental agency or body having jurisdiction, to have responsibility for said hazardous toxic substances or materials upon, within, or under the real property interests transferred pursuant and at the time of this Agreement.
Notwithstanding the foregoing, CITY shall be and remain solely liable for any hazardous or toxic substances or materials which become located in, on or about the Property due to CITY’S operations or activities, upon, within, under, or about the Property. If any hazardous or toxic substances or materials become present on the property due to the actions of third parties, CITY shall use reasonable efforts to hold said parties accountable, in court or otherwise, for the cleanup and costs associated with the remediation of said materials.
9. Permits and Licenses
BUYER shall be required to obtain any and all permits and/or licenses which may be required in connection with the purchase and/or subsequent development of the P roperty. No approvals or consents given by SELLER as a Party to this Agreement, shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, or regulations.
10. H old Harmless, Waiver & Release
BUYER hereby releases and waives all claims and recourse against SELLER, including the right of contribution for loss or damage of or property or injury to or death of any person, arising from, growing out of or in any way connected with or related to this Agreement and BUYER’s use of the Property except claims arising from the concurrent active or sole negligence of SELLER, its officers, agents, employees and contractors. BUYER hereby agrees to indemnify, defend (with counsel approved by SELLER), and hold harmless, SELLER, its elected and appointed officials, officers, agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or property, arising out of this Agreement or the operation or maintenance of the Property and/or BUYER's exercise of the rights under this Agreement, except for liability arising out of the concurrent active or sole negligence of SELLER, its elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom. If SELLER is named as co defendant in a lawsuit, BUYER shall notify SELLER of such fact and shall represent SELLER in such legal action unless SELLER undertakes to represent itself as co -defendant in such legal action, in which event, BUYER shall pay to SELLER its litigation costs, expenses, and attorneys' fees. If judgment is entered against SELLER and BUYER by a court of competent jurisdiction because of the concurrent active negligence of SELLER and BUYER, SELLER and BUYER agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment.
BUYER acknowledges that it is familiar with the language and provisions of California Civil Code Section 1542 which provides as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of 4 executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.
BUYER, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its provisions to the extent described in this paragraph.
11. G overning Law/Partial Invalidity
This Agreement shall be governed by and construed according to the laws of the State of California. The invalidity of any provision in this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
12. E ntire Agreement
This Agreement contains the entire agreement between the P arties with respect to the matters herein, and there are no restrictions, promises, warranties or under taking other than those set forth or referred to herein.
13. ATTORNEY FEES.
If any action, proceeding, or arbitration arising out of or relating to this Agreement is commenced by either party to this Agreement, each party shall bear its own attorney fees and costs in connection with such action or proceeding.
14. BINDING EFFECT.
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their heirs, personal representatives, successors, and assigns.
15. A mendments
No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties, and no oral understanding or agreement not incorporated herein with respect to the matters herein, shall be binding on either of the Parties.
16. Assignment
This Agreement shall not be sold, assigned, or otherwise transferred by BUYER without the prior written consent of SELLER. Failure to obtain SELLER'S required written consent shall render such sale, assignment or transfer void.
17. S urvival of Terms, Covenants and Conditions
All terms, covenants and conditions set forth in this Agreement shall survive the transfer of fee title to BUYER, and shall apply to and bind the heirs, successors, executors, administrators, and assigns of the Parties hereto.
18. N otices
All notices, documents, correspondence, and communications concerning this sale and purchase transaction shall be directed as set forth below. Any notice properly addressed shall be deemed received when (i) delivered personally from one to the other, (ii) twenty -four (24) hours after being mailed by U.S. mailing, postage prepaid, (iii) on the date of the first attempted delivery by 5 any nationally recognized overnight delivery/courier service which delivers to the noticed destination and provides proof of delivery to the sender, or (iv) if by facsimile, on the day transmitted, with transmission and receipt confirmed, provided transmitted by 4:30 P.M. (PT) on the receiving Party’s regular business day, otherwise delivery shall be deemed to have been given on the next business day. Either Party may change its address by providing three (3) days prior written notice to the other.
To BUYER: To SELLER:
City of Anaheim Orange County Flood Control District 200 S Anaheim Blvd, c/o Real Estate Services
Anaheim, CA 92805 400 W. Civic Center Drive, 5
th Floor
Santa Ana, CA 92701
Reference: Anaheim River Park
19. Authority to sign.
Each person signing this Agreement on behalf of each party hereto represents and warrants to the other party that he/she has all requisite power and authority to execute and deliver this Agreement for such party and that this Agreement, when so executed and delivered, will be a binding obligation of, and enforceable against, such party in accordance with its terms.
20. Captions
The captions in this Agreement are for convenience of reference only and do not affect the meaning, interpretation or construction of this Agreement.
21. Brokerage Commission
Buyer and Seller acknowledge that no broker’s commission, finder’s fee or other compensation is payable with regard to the transaction covered by this Agreement. Each party shall defend and indemnify the other from any claims for commissions or fees arising from such party’s contacts with real estate brokers or agents or persons.
22. Exhibits and Attachments
This Agreement includes the following, which is attached hereto and made a part hereof:
Attachment 1 – Quitclaim Deed
6 IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.
BUYER hereby submits this offer with full cognizance of the terms and conditions contained herein.
APPROVED AS TO FORM
CITY ATTORNEY
By: __________________________
Date: ________________________
148909
BUYER
City of Anaheim
By: ________________________
Name: ______________________
Its: _________________________
ATTEST:
CITY CLERK
By: ________________________
SELLER has considered and accepts this offer.
SELLER
Approved as to Form Orange County Flood Control District Office of the County Counsel
Orange County, California
By: ______________________ By: _________________________ Deputy Chairman, Board of Supervisors Orange County, California
Date: _____________________
Signed and certified that a copy of this document
has been delivered to the Chair of the Board per
G.C. Sec. 25103, Reso 79-1535
ATTEST:
______________________________________
Robin Stieler
Clerk of the Board of Supervisors
Orange County, California
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RECORDED AT THE REQUEST OF:
Ci
ty of Anaheim
AND W
HEN RECORDED MAIL TO:
C
ity of Anaheim
ATTN: City Clerk
P.O. Box 3222
Anaheim, CA 92803
Mail Tax Statements as shown above
APN: Adjacent to 232-011-35, 37, 43 and 53
City Deed # 12725
THIS SPACE FOR RECORDER’S USE ONLY
DOCUMENTARY TRANSFER TAX $220.00
_X_ Computed on the consideration or value of property conveyed _X_ Exempt per Revenue & Taxation Code Section 11922
_X_ Exempt from Recording Fees per Govt. Code Section 27383 Uni ncorporated area of Orange County
I ncorporated - City of Anaheim
P
arcel No: E01-1206.2
Project: Santa Ana River-River Park
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, receipt and adequacy of which is hereby acknowledged, O
RANGE COUNTY FLOOD CONTROL DISTRICT,
a body corporate and politic,
hereinafter referred to as “DISTRICT"
d
oes hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the CI
TY OF ANAHEIM, a municipal corporation,
h
ereinafter referred to as "GRANTEE",
i
n an "as is" condition, all RIGHTS, TITLE and INTEREST in and to that certain real property in the county of Orange, state of California, legally described in Exhibit A and depicted in Exhibit B (“Property”), which exhibits are attached hereto and made a part hereof, subject to a reservation of easement rights unto the DISTRICT on the Property as set forth herein (“Reserved Rights”).
N
othing contained herein, or in any document related hereto, shall be construed to imply the conveyance to GRANTEE of rights in the Property which exceed those owned by DISTRICT, or any representation or warranty, either express or implied, relating to the nature or condition of the Property or DISTRICT’S interest therein.
G
RANTEE acknowledges that DISTRICT is granting the Property rights in advance of its review and final
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approval of GRANTEE’S construction plans; and DISTRICT hereby reserves unto itself the rights to any utility lines, pipelines or other facilities (hereinafter "Improvements") currently existing within the area that are not shown in Official Records, regardless of whether such Improvements are apparent by physical inspection, including non-exclusive easement rights for ingress and egress to such Improvements and the right to repair, maintain, install, or remove said Improvements, inclusive of any necessary subsurface rights related thereto.
DISTRICT also reserves unto itself a15-foot wide emergency access easement on the Property in a location to be determined by GRANTEE that is acceptable to both the DISTRICT and the GRANTEE.
The following covenants, conditions, rights and restrictions (collectively, the “Covenants”), shall remain perpetually in full force and effect from the date of recordation of this Deed:
GRANTEE agrees the Property is hereby restricted, in perpetuity, for park purposes and that its exercise of the rights conveyed herein shall not unreasonably interfere with the DISTRICT’s exercise of the Reserved Rights.
All provisions of this restriction shall be binding on and for the benefit of all of said Property and all persons acquiring any interest in said Property. GRANTEE hereby declares and agrees that the Covenants are for the purpose of assuring the public benefit, enhancement and protection of the value, desirability and attractiveness of that certain real property in Orange County, California, owned by DISTRICT including the Santa Ana River (the “Benefited Property”).
The Covenants shall run with the land, which shall be deemed the servient tenement for purposes of the Covenants, and shall be binding upon any person or entity who acquires any right, title or interest in or to any portion of the Property. Every person or entity who now or hereafter owns or acquires any right, title or interest in or to any portion of the Property is and shall be conclusively deemed to have consented and agreed to every covenant, condition and restriction contained in this Deed, whether or not any reference to this Deed is contained in the instrument by which such person acquired an interest in the Property. The Covenants shall be for the express benefit of the Benefited Property, which shall be deemed the dominant tenement for purposes of the Covenants, and shall be enforceable by DISTRICT or DISTRICT’s successor-in-interest.
If any structure or building is to be constructed, erected, or installed on the Property within the area of the Reserved Rights, Grantee shall provide notice to the DISTRICT in writing at least 30 days prior to the construction, erection, or installation of said structure or building to allow the DISTRICT to review for consistency with the Covenants and the terms herein.
In the event of any breach, violation or failure to comply with any of the Covenants which has not been cured within ninety (90) days after written notice from DISTRICT to do so (or if any such breach, violation or failure cannot be fully cured within such period, then upon failure of Grantee to commence such cure within such period and thereafter to diligently complete such cure to DISTRICT’s reasonable satisfaction), DISTRICT in its sole and absolute discretion may exercise its Reserved Rights and bring an action to enforce any and all rights or remedies to which it may be entitled by law or equity; including revoking the conveyance set forth herein.
All rights reserved by DISTRICT pursuant to this section shall include the ability to grant such rights to others.
Any such Improvements that may be disturbed by GRANTEE’S construction shall be replaced, reconstructed and/or relocated at GRANTEE’S expense in the event GRANTEE is unable to protect said Improvements in place.
All notices, documents, correspondence, and communications concerning this sale and purchase transaction shall be directed as set forth below. Any notice properly addressed shall be deemed received when (i) delivered personally from one to the other, (ii) twenty-four (24) hours after being mailed by U.S. mailing, postage prepaid, (iii) on the date of the first attempted delivery by any nationally recognized overnight delivery/courier service which delivers to the noticed destination and provides proof of delivery to the sender, or (iv) if by facsimile, on the day transmitted, with transmission and receipt confirmed, provided transmitted by 4:30 P.M. (PT) on the
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receiving party’s regular business day, otherwise delivery shall be deemed to have been given on the next business day. Either party may change its address by providing three (3) days prior written notice to the other.
To GRANTEE: To DISTRICT:
City of Anaheim Orange County Flood Control District 200 S Anaheim Blvd, c/o Real Estate Services
Anaheim, CA 92805 400 W. Civic Center Drive, 5th Floor Santa Ana, CA 92701
Reference: Anaheim River Park
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Approved as to Form
Office of the County Counsel
County of Orange, California
By: ________________________________
Deputy
Date: ______________________
Signed and certified that a copy of this agreement
has been delivered to the Chair of the Board per
G.C. Sec. 25103, Reso 79-1535
ATTEST:
_____________________________________
Robin Stieler
Clerk of the Board of Supervisors
Orange County Flood Control District
County of Orange, California
DISTRICT
ORANGE COUNTY FLOOD CONTROL
DISTRICT, a body corporate and politic
By: ___________________________________
Chairman of the Board of Supervisors
County of Orange , California
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ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF _________________________
On_________________________,20___, before me _____________________________________________, (Here insert name and title of offic er)
personally appeared _______________________________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that h e/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the per son(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PER JURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
EXHIBIT "A"
RIVERPARK
LEGAL DESCRIPTION
(E0l-1206.2)
Being a portion of land of the Rancho Santiago De Santa Ana in the Cities of Anaheim and Orange, County of Orange, State of California, per map filed in Book 3, Page 420 of Patents, records of Los Angeles County and filed in Book 3, Page 101 of Miscellaneous Records Los Angeles, in the Office of the County Recorder of Orange County. Described as follows:
Commencing at the most southerly corner of Parcel 2 of Parcel Map No. 2006-262 filed in Book 357, Pages 25 through 34, inclusive of Parcel Maps in the Office of the County Recorder of Orange County; Thence, along the southeasterly line of said Parcel 2, also being the northwesterly lines of Parcel Numbers 1206, 1207, 1213, 1214 and 1215.01 of the Santa Ana River Channel per documents recorded in Book 5996, Page 539, Book 5405, Page 38, Book 6057, Page 836, Book 5748, Page 210 and Book 5707, Page 151 all of Official Records, Nl8°48"24"E a distance of 5.26 feet to its intersection with the Northerly Right-of-Way ofOrangewood Avenue being 100.00 feet wide per document recorded in Book 8034, Page 676 of Official Records and the True Point of Beginning:
Thence, continuing along the southeasterly line of said Parcel 2 and said northwesterly lines, NI 8°48"24"E a distance of 1587.19 feet to the most Easterly corner of said Parcel 2; Thence along the southwesterly prolongation of the Northeasterly line of said Parcel 2 and also the Southwesterly Cal-Trans Right-of-Way of the 57 Freeway per Instrument No. 91-351629 of Official Records and as also shown on R.S.B. 165/1-13, S22°28'38"E a distance of 187.36 feet; Thence Sl9°03'00"W a distance of 116.64 feet;
Thence S20°57'53"W a distance of 102.41 feet;
Thence S20°52'44"W a distance of 63.71 feet;
Thence S20°49'56"W a distance of 64.71 feet;
Thence S20°36'56"W a distance of 100.00 feet;
Thence S20°59'33"W a distance of 114.11 feet;
Thence S20°43'28"W a distance of 98.40 feet;
Thence S20°59'54"W a distance of 133.37 feet;
Thence S20°59'13"W a distance of 130.18 feet;
Thence S20°26'16"W a distance of 35.71 feet;
Thence S24°28'41 "W a distance of 7.10 feet;
Thence Sl8°34'03"W a distance of 64.06 feet;
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CERTIFICATE OF ACCEPTANCE
Thi
s is to certify that the interest in real property conveyed by the foregoing quitclaim deed dated __________ from Orange County Flood Control District, a body corporate and politic, is hereby accepted by order of the City Council on ____________, and the grantee hereby consents to recordation hereof by its duly authorized officer.
Ther
esa Bass
City Clerk
Dated: ________________________
BY
Cit y Clerk
City of Anaheim, CA
R
esolution No. 2023-______
C
ity Deed No. 12725
(
Seal)