1 OFFER AND AGREEMENT TO
PURCHASE REAL PROPERTY
This Offer and Agreement to Purchase Real Property ("Agreement") is made____________, 2025, by and between CITY OF ANAHEIM, a California charter City and municipal corporation (hereinafter referred to as "City"), and MTHCALV-I SANTA ANA STREET, LLC, a Delaware limited liability company (hereinafter referred to as "Buyer"). City and Buyer shall sometimes hereinafter individually be referred to as “Party” or jointly as “Parties.”
RECITALS
A. City is the owner of a fee or easement interest in and to certain excess portions street right of way known as two segments of Santa Ana Street right-of-way situated between Philadelphia Street and Olive Street, and between Claudina Street and Philadelphia Street land, as described on Exhibit “A” and depicted on Exhibit “B” totaling approximately 1,103 square feet (hereinafter referred to as the "Property,")
B. Buyer is the owner of that real property generally known as at 275 and 301 East Santa Ana Street, Anaheim, CA 92805, located adjacent to and contiguous with the Site, more particularly described on Exhibit “C” (Buyer’s Property). Buyer has requested that the City vacate/abandon the Site, and City staff shall continue to process in accordance with the California Streets and Highways Code. This Agreement is subject to the City Council’s approval of the Buyer’s request to vacate/abandon the Site at a Public Hearing.
C. City desires to sell its surplus, vacant, excess street right-of-way.
D. Buyer desires to purchase the Site “AS IS” subject to the terms and conditions of this Agreement from the City to assemble it with Buyer’s Property to record Tract Map no. 19290 and create a one-lot condominium map to construct 56 townhomes.
E. City’s sale of the Site pursuant to the terms of this Agreement is in the best interest of the City of Anaheim, California, and the health, safety, morals, and welfare of its residents, and is in accord with the public purposes and provisions of applicable state and local laws and requirements.
F. As used in this Agreement, the term “Director” shall mean Anaheim’s Director of Public Works, or designee.
NOW, THEREFORE, City 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 F are hereby incorporated herein by this reference.
2 2. Purchase Price
The purchase price of the Property shall be THIRTY THOUSAND DOLLARS ($30,000.00), 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 Anaheim City Council, 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 City of Anaheim or an equivalent wire transfer to the City Finance Department, for the Purchase Price.
C. Upon receipt of the Purchase Price, Director shall authorize the City Clerk to record a (1) resolution approved by Anaheim City Council that declares the Property as vacated excess right of way and (2) a Quitclaim Deed to the Buyer for any right, title, and interest vested into the City, substantially in the form and content attached hereto as Attachment “1.”
D. City shall provide SELLER with a conformed copy of the Quitclaim Deed after it has been 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 Property. Such costs may include, but shall not be limited to: purchase price, title insurance premium, documentary transfer tax, recording fees, and preliminary change of ownership fees. In the event any cost or expense is paid by City, Buyer shall immediately upon the City’s request, remit a check payable to the City of Anaheim in an amount equal to such cost and expenses.
5. City’s Costs
In this Agreement, City shall not pay for any cost in connection with the sale and purchase of the Property.
6. Condition of Title
Buyer acknowledges that City 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 City 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 City to Buyer may constitute a 3 merger within the meaning of Government Code Section 66424 and that there may be a requirement to prepare and file for record a tentative or 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 a map is required; and
B. hold City harmless with regard to the preparation and cost of such parcel map preparation and filing in the event such tentative or parcel map is required of Buyer or required of any successor in interest to Buyer.
7. Title
Buyer understands that the Property is being sold without any warranty regarding the condition of title to the Property; Buyer accepts all matters of records and understands that City will not provide a policy of title insurance and makes no representations or warranties as to the conditions of title. City recommends that Buyer retain, at Buyer’s sole cost and expense, a licensed title company to issue a policy of title insurance. Buyer agrees that the condition of title shall not be cause for Buyer’s cancellation of this Agreement.
8. Permits and Licenses
Buyers 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 Property. No approvals or consents given by City as a Party to this Agreement shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, or regulations.
9. Hold Harmless, Waiver & Release
Buyer hereby releases and waives all claims and recourse against City, 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 use of the Property except claims arising from the concurrent active or sole negligence of City, its officers, agents, employees and contractors. BUYER hereby agrees to indemnify, defend (with counsel approved by City), and hold harmless, City, 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 exercise of the rights under this Agreement, except for liability arising out of the concurrent active or sole negligence of City, its elected and appointed officials, officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom. If City is named as co-defendant in a lawsuit, Buyer shall notify City of such fact and shall represent City in such legal action unless City undertakes to represent itself as co- defendant in such legal action, in which event, Buyer shall pay to City its litigation costs, expenses, and attorneys' fees. If judgment is entered against City and Buyer by a court of competent jurisdiction because of the concurrent active negligence of City and Buyer, City and Buyer agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment.
4 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 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.
10. Governing 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.
11. Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein.
12. Amendments
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.
13. Assignment
This Agreement shall not be sold, assigned, or otherwise transferred by Buyer without the prior written consent of City. Failure to obtain City required written consent shall render such sale, assignment or transfer void.
14. Survival of Terms, Covenants and Conditions
All terms, covenants and conditions set forth in this Agreement shall survive the City’s vacation of right of way and quitclaim deed of right, title, and interest to Buyer, and shall apply to and bind the heirs, successors, executors, administrators, and assigns of the Parties hereto.
15. Notices
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 5 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:
[Insert Buyers information]
To City:
City Clerk, City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
With a copy to:
Director of Public Works
City of Anaheim
200 South Anaheim Boulevard, Suite 276
Anaheim, California 92805
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES PAGE FOLLOWS
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.
Date: ____________________
“Buyer”
MTHCALV-I SANTA ANA STREET, LLC,
a Delaware limited liability company
By: ________________________
Name: ________________________
Title: _________________________
Date: ____________________
ATTEST:
CITY CLERK
_________________________________
THERESA BASS
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Bryn M. Morley
Deputy City Attorney
Date: ___________________________
“City”
CITY OF ANAHEIM, a California charter City
and municipal corporation
By: ________________________
Name: ________________________
Title: _________________________
23222120191817BLOCK LM.R.L.A
P.M.B. 260/1-4
BOOK 14 PAGE 13
DATE:W.O.EXHIBIT "B"SKETCH TO ACCOMPANY A LEGAL DESCRIPTIONFOR A STREET VACATION IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,STATE OF CALIFORNIAP. OF22311303/27/251"=60'CR23PLANS PREPARED BY:MORAN CONSULTING CORPORATION● CIVIL ENGINEERING ● SURVEYING ● LAND PLANNING4500 E. Pacific Coast Highway, Suite 210Long Beach, California 90804(562) 340-4670 Fax (562) 340-4680E-Mail Address: [email protected]:DRAWN BY:
SANTA ANA STREETOLIVE STREETPHILADELPHIA STREET
ALLEY
CLAUDINA STREET
CLCLCLCLCL
3/27/25
23222120191817BLOCK MM.R.L.ABOOK 14 PAGE 13
DATE:W.O.EXHIBIT "B"SKETCH TO ACCOMPANY A LEGAL DESCRIPTIONFOR A STREET VACATION IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,STATE OF CALIFORNIAP. OF22311303/27/251"=60'CR33PLANS PREPARED BY:MORAN CONSULTING CORPORATION● CIVIL ENGINEERING ● SURVEYING ● LAND PLANNING4500 E. Pacific Coast Highway, Suite 210Long Beach, California 90804(562) 340-4670 Fax (562) 340-4680E-Mail Address: [email protected]:DRAWN BY:
SANTA ANA STREETOLIVE STREETPHILADELPHIA STREETCLAUDINA STREET
ALLEYCLCLCLCL
P.M.B. 260/1-4
DETAIL "A"SCALE 1" = 10'
CL
3/27/25
EXHIBIT “C”
Byers property
LEGAL DESCRIPTION
THE LAND REFERRED TO HE REIN B ELOW IS SITUATED CITY OF ANA HEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
LOTS 17 THROUGH 23 INCLUSIV E IN BLOCK M OF THE CENTER TRACT, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, S TATE OF CALIFORNIA, AS PER MAP RE CORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON SUBSTA NCES BELOW A DEPTH OF 500 FEET UNDER THE S URFACE OF S AID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT DEPTH, AS RESERVED IN DEED RE CORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238742, OF OFFICIAL RECORDS.
PARCEL B:
THE NORTH 100 FEET OF LOTS 17 THROUGH 23, INCLUSIV E, IN BLOCK L OF THE CENTE R TRACT,
IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, S TATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS A NGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY S
OUTHERN
PACIFIC COMPANY IN DE ED RECORDED DECEMBER 26, 1958, IN BOOK 4528, PAGE 251 , OF OFFICIAL RECORDS.
P
ARCEL C:
THE SOUTH 35 FEET OF LOTS 17 THROUGH 23, INCLUSIVE, IN BLOCK L OF THE CENTER TRACT, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RE CORDS OF LOS ANGELES COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Real property generally known as at 275 and 301 East Santa Ana Street, Anaheim, CA 92805 APN: 037-024-11, APN: 037-111-29 AND APN: 037-111-30
9 Attachment “1”
Quit Claim Deed
Recording Requested by:
City Clerk of the City of Anaheim
WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803
No. R/W ABA2024-00434
EXEMPT FROM RECORDING FEE -
GOVERNMENT AGENCY
(Government Code §§6103 & 27383)
By:
City Clerk, City of Anaheim
Adjacent to APN: 037-024-11 and 037-111-29 & 30
DOCUMENTARY TRANSFER TAX $ 33.00
Computed on full value of property conveyed, or
City Deed # _________
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF ANAHEIM, a municipal corporation, (“Grantor”) does hereby REMISE, RELEASE AND FOREVER QUITCLAIM unto MTHCALV-I SANTA ANA STREET, LLC , a Delaware limited liability company (“Grantee) in “as is” condition, all Grantor’s right, title, and interest in and to that portion of a public right-of-way in the City of Anaheim, County of Orange, State of California as described in Exhibits “A” and “B” attached hereto and incorporated by reference herein.
Nothing 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 Grantor, or any representation or warranty, either express or implied , relating to the nature or conditions of the property of Grantor interest therein.
Dated: _____________________
City of Anaheim,
a municipal corporation
By: ___________________________
Name:
Its: Mayor
SPACE ABOVE THIS LINE FOR RECORDER’S USE
ACKNOWLEDGMENT
State of California
County of _____________________________)
On _____________________
____ before me, ______ ___________________________________ (insert name and title of the officer)
personally appeared ______________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature ______________________________ (Seal)
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.
23222120191817BLOCK LM.R.L.A
P.M.B. 260/1-4
BOOK 14 PAGE 13
DATE:W.O.EXHIBIT "B"SKETCH TO ACCOMPANY A LEGAL DESCRIPTIONFOR A STREET VACATION IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,STATE OF CALIFORNIAP. OF22311303/27/251"=60'CR23PLANS PREPARED BY:MORAN CONSULTING CORPORATION● CIVIL ENGINEERING ● SURVEYING ● LAND PLANNING4500 E. Pacific Coast Highway, Suite 210Long Beach, California 90804(562) 340-4670 Fax (562) 340-4680E-Mail Address: [email protected]:DRAWN BY:
SANTA ANA STREETOLIVE STREETPHILADELPHIA STREET
ALLEY
CLAUDINA STREET
CLCLCLCLCL
3/27/25
23222120191817BLOCK MM.R.L.ABOOK 14 PAGE 13
DATE:W.O.EXHIBIT "B"SKETCH TO ACCOMPANY A LEGAL DESCRIPTIONFOR A STREET VACATION IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,STATE OF CALIFORNIAP. OF22311303/27/251"=60'CR33PLANS PREPARED BY:MORAN CONSULTING CORPORATION● CIVIL ENGINEERING ● SURVEYING ● LAND PLANNING4500 E. Pacific Coast Highway, Suite 210Long Beach, California 90804(562) 340-4670 Fax (562) 340-4680E-Mail Address: [email protected]:DRAWN BY:
SANTA ANA STREETOLIVE STREETPHILADELPHIA STREETCLAUDINA STREET
ALLEYCLCLCLCL
P.M.B. 260/1-4
DETAIL "A"SCALE 1" = 10'
CL
3/27/25