AGREEMENT FOR THE
PURCHASE AND SALE OF REAL PROPERTY
This AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is made and entered into as of the _____ day of __________ 2023, by and between the CITY OF ORANGE, a municipal corporation ("Buyer") and Discovery LLC, a California limited liability company ("Seller").
RECITALS
The following recitals are a substantive part of this Agreement:
A. Seller is the owner of real property (Assessor’s Parcel No. 360-241-04) located at 2829 N. Glassell Street, in the City of Orange, County of Orange, Ca lifornia 92865 , (the “Property”) together with all improvements constructed in, on, under or above the real property.
B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Property in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property as is more particularly described in the legal description attached hereto as Exhibit “A” from the preliminary title report issued by Ticor Title Company as Order No. 00943355-997- JC2, and the map attached hereto as Exhibit “B” , together with all improvements located thereon upon the terms and conditions set forth in this Agreement.
2. Purchase Price. The purchase price for the Property shall be ONE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS and 00/100 ($1,375,000.00).
3. Condition of Title. At the close of escrow, the title to the Property shall be conveyed to Buyer by Seller by Grant Deed in the form and substance of the Grant Deed which is attached hereto as Exhibit “C.”
4. Conditions of the Close of Purchase. The close of purchase is conditioned upon the satisfaction of the following terms and conditions:
(a) Conditions to Be Performed by Buyer:
(1) Approval by Buyer's City Council . The validity of this Agreement is expressly conditioned upon the approval by Buyer's City Council.
2 (2) Deposit of Funds . Buyer shall have deposited all funds required pursuant to Paragraph 2.
(3) Walk Through. No later than five (5) days prior to close of escrow, Buyer shall perform a walk -through of the Property and notify Seller immediately of any defects requiring remediation.
(b) Conditions to Be Performed by Seller:
(1) Payment of Property Taxes . As of close of escrow, there shall be no outstanding or delinquent real property taxes with respect to the Property, including liens recorded in the Official Records of the Orange County Recorder, and any such liens shall have been removed prior to the close of escrow. There shall be no proration of property taxes.
(c) Escrow.
(1) Escrow shall be opened with Ticor Title Company within ten (10) days of purchase approval by the Orange City Council.
(2) Escrow shall be closed within forty -five (45) days of submittal of signed and approved escrow instructions by both parties to the escrow agent.
(3) Escrow fees and charges are to be paid by both Buyer and Seller as is customary and determined by the escrow agent in Southern California.
5. Seller's Representations and Warranties. In addition to any express agreements of Seller contained elsewhere in this Agreement, the following constitute representations and warranties of Seller to Buyer:
(a) Power and Authority. Seller represents and warrants to Buyer that it has the full legal power, right and authority to enter into this Agreement and to grant, sell and convey the real property interest in the Property as provided herein, and that no other waivers, releases, or settlements are necessary from any other person or entity on behalf of Seller to release, discharge, and settle completely Seller's rights and obligations set forth herein.
(b) No Conflict. Neither the execution of this Agreement nor the consummation of the transactions contemplated herein conflict with or will result in the breach of any contract, loan, or other agreement to which Seller is a party or which otherwise affects the Property.
(c) Lawsuits and Claims. There are no pending, threatened or contemplated actions, lawsuits, claims or legal proceedings affecting the Property or in which Seller is or will be a party by reason of Seller's ownership of the Property.
(d) Bankruptcy. There are no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings pending against Seller or the Property, and to the best of Seller's knowledge, no such proceedings are or will be threatened or contemplated against Seller or the Property.
3 (e) Condition of Property.
(1) Seller has no knowledge of any violation of any governmental law, ordinance, rule, regulation or requirement relating to the Property.
(2) To the best of Seller's knowledge, there are no previously undisclosed defects or deficiencies in the Property nor any other matter or fact which in any way would materially affect Buyer's contemplated development, construction, use, operation, lease and/or sale of the Property, or any portion thereof. This paragraph shall apply only to the extent of Seller's knowledge of Buyer's contemplated development, construction, use, operation, lease and/or sale of the Property, or any portion thereof.
(3) To the best of Seller's knowledge, there are no previously undisclosed substances, materials, or products on or about the Property, which may be an environmental hazard such as, but not limited to, asbestos, formaldehyde, radon gas, lead based paint, fuel or ch emical storage tanks, and contaminated soil or water.
(4) Until close of escrow, Seller shall maintain the Property in such condition as exists as of the effective date of this Agreement.
(f) Leases and Contracts. There are currently and, prior to the close of escrow, shall be, no oral or written agreements, leases, licenses, occupancies or tenancies in effect pertaining to the Property, except as approved by Buyer.
(g) Changed Conditions. Prior to the close of escrow, Seller shall promptly notify Buyer of any change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller under this Agreement untrue or misleading.
Such changed condition shall constitute an exception whic h Buyer shall have a right to approve or disapprove. If Buyer elects to disapprove, Buyer may terminate this Agreement.
6 Cooperation of Buyer and Seller . Buyer and Seller agree to cooperate with each other in the closing of this transaction and, in that regard, to execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out this Agreement.
7. Right of Entry. Prior to close of escrow, Buyer and Buyer's representatives, agents and designees shall have the right of access to the Property, at reasonable times and upon reasonable notice to Seller, for the purpose of making necessary and appropriate inspections, test s, borings, samplings, surveys, and exercising Buyer's other rights under this Agreement.
8. Waiver and Release of Claims . In consideration of the foregoing, Seller, on its behalf and on behalf of its representatives, successors and assigns, and all per sons claiming through them or each of them, hereby irrevocably waives and releases any further claims, demands, causes of action, whether known or unknown, fixed or contingent, against the City, and its employees, representatives, successors and assigns ba sed upon, arising from, or relating to the subject of this Agreement. This waiver and release shall include, without limitation, any and all claims in relation to the Property or Seller for relocation assistance or benefits arising from the California Rel ocation
4 Act (commencing with Section 7260 of the California Government Code), the Uniform Relocation Assistance and Real Property Acquisition Act of 1970 (42 U.S.C. Section 4601, et seq.), and any similar or analogous enactment or rule or regulation promulgated pursuant thereto. This paragraph 9 shall be interpreted to give effect to the intent of the parties that Seller, which has had the opportunity to consult with legal counsel of its choosing, and has engaged in active negotiations as to all of the terms and provisions of this Agreement, shall receive no relocation compensation, benefits, remuneration, advice or assistance other than that payable by the City under this Agreement as the Purchase Price for the Property. By waiving and forever releasing claims both known and unknown, Seller expressly waives any rights under California Civil Code Section 1542, which provides:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlement with the debtor."
9. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing, and shall be delivered by an y commercially acceptable means to the other party at the address as set forth below, or at any other address as that party may later designate by Notice. Any Notice given under this Paragraph shall be deemed received upon actual receipt by the intended party.
To Buyer: City of Orange
300 East Chapman Avenue
Orange, CA 92866
Attn: City Manager
To Seller: DISCOVERY LLC
5825 Lincoln Ave., Suite D-611
Buena Park, CA 90620
Attn: John Doan
10. Miscellaneous.
(a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
(b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.
(c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. Neither party may assign any of its rights pursuant to this Agreement without the written consent of the other party.
5 (d) Professional Fees. In the event of the bringing of any action or suit by Seller, Buyer and/or escrow agent against another par ty hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this Agreement, then, in that event, the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom.
(e) Entire Agreement. This Agreement is the final expression of, and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by each party.
(f) Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term and provision of this Agreement and that failure to timely p erform any of the terms and provisions of this Agreement by either party shall constitute a material breach of and a noncurable but waivable default under this Agreement.
(g) Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine shall include the feminine and vice versa.
(h) Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California in effect at the time of the signing of this Agreement. The parties consent to the jurisdiction of t he California courts with venue in Orange County.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same single instrument.
(j) Negotiated Transaction. The provisions of this Agreement shall be considered to have been negotiated, drafted and prepared by all the parties hereto and no party shall be deemed to have been the author of any particular term or condition contained herein.
(k) Opportunity to Consult with Counsel . Seller declares and represents that in effecting this Agreement, it has received or has had the opportunity to receive full legal advice as to her legal rights, and Seller hereby certifies that it has read all of this Agreement and fully understands the same.
6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
“SELLER” “BUYER”
DISCOVERY LLC, a California CITY OF ORANGE, a municipal corporation limited liability company
By: By:
Daniel R. Slater, Mayor
APPROVED AS TO FORM: ATTEST:
Mary E. Binning, City Attorney Pamela Coleman, City Clerk
7 EXHIBIT “A”
LEGAL DESCRIPTION OF PROPERTY
[on following page]
8 EXHIBIT “B”
MAP OF PROPERTY
[on following page]
9 EXHIBIT “C”
FORM OF GRANT DEED
[on following page]
10 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Orange
300 E. Chapman Ave.
Orange, CA 92866
Attn: City Clerk
MAIL TAX STATEMENTS TO:
Same as above
APN: 360-241-04 (Above space for Recorder’s use only) 2829 N. Glassell St., Orange CA Exempt from record fees per Govt. Code 6103 and 27383
DOCUMENTARY TRANSFER TAX: EXEMPT per
Revenue and Taxation Code 11922
Signature of Declarant Firm Name
determining tax
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged DISCOVERY LLC, a California limited liability company (“Grantor”) hereby grants to CITY OF ORANGE , a California municipal corporation (“Grantee”), certain real property in the State of California, County of Orange, City of Orange, more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and more particularly depicted in Exhibit B attached hereto and incorporated herein by this reference, together w ith any and all tenements, hereditaments, easements, rights -of- way, appurtenances, development rights or intangible property anywise appertaining to the same (the “Property”).
DATED: , 2023
GRANTOR:
DISCOVERY LLC, a California limited liability company
By:
Name:
Its: