HomeMy WebLinkAboutCC AG PKT 2007-03-12 #L
e
AGENDA REPORT
DATE:
March 12, 2007
TO:
Honorable Mayor and City Council Members
TIlRU:
Greg Beaubien, Interim City Manager
FROM:
June Y otsuya, Assistant City Manager
SUBJECT:
Transfer of Property at 247 7th Street to Girl Scout Council
ofOra~ge County, IDe.
SUMMARY OF REOUEST:
Staff recommends adoption of the attached Resolution approving the transfer of
property located at 247 7m Street to the Girl Scout Council of Orange County, Inc.
("GSCOC"), a California Public Benefit Corporation through a Purchase and Sale
Agreement and Quitclaim Deed.
e DISCUSSION:
In 1947, the City signed its first lease agreement with Seal Beach Girl Scouts, Inc. for
property located at 247 7m Street. At the time, the City held a tax deed on the property
due to non-payment of taxes by the recorded owner and had filed action in Superior
Court of Orange County, CA for quiet title to the property. In 1954, the City and the
County of Orange entered into an agreement to deed the property from the County of
Orange to the City of Seal Beach.
From 1957 to present, various lease agreements were signed between the City ahd
different named girl scouting entities including Seal Beach Girl Scouts, Santiago Girl
Scout Council and Girl Scout Council of Orange County, Inc. The current lease
agreement is with the Girl Scout Council of Qrange County, Inc. and will expire at the
end of2008. For a $1 rent, GSCOC is resporisible for any tax and fee payments on the
property, payment of all utilities and the provision of liability insurance and
indemnification.
e
The City is responsible for providing property insurance coverage, but does not
personally maintain the property. To eliminate this liability, City proposes to deed the
property to the Girl Scout Council of Orange County, Inc. for $1 under the conditions
that the property will be used for educational, leadership and community service
activities of girl scouting. The property would revert back to the City in the event that the
GSCOC no longer used the property for such purposes. The quitclaim deed also contains
language that preserves the City's option to repurchase the property for $1.
AGENDA ITEM L
e
March 12,2007
Agenda Report - Girl Scout House Transfer of Property
Page 2
GSCOC performe{i a Phase I assessment on the site and the City has performed the
remedial work identified in the report in preparation for the transfer of property. As
directed, staffhas prepared a Purchase and Sale Agreement and Quitclaim Deed to
legally execute the transfer of property between the City and the GSCOC.
FINANCIAL IMPACT:
The transfer of property will eliminate the City's responsibility to maintain property
liability insurance for this site.
RECOMMENDATION:
That the City Council adopt Resolution No. approving the sale and authorizing
the City Manager or his designated representative to execute the attached Purchase and
Sale Agreement and Quitclaim Deed.
Submitted By:
e
~~~
J Yotsaya, Assistant City Manager
NOTED AND APPROVED:
Attachments:
Attachment A: Proposed Purchase and Sale Agreement including:
Exhibit A: Legal Description
Exhibit B: Quitclaim Deed
Attachment B: City Council Resolution
e
.
e
e
e
PURCHASE AND SALE AGREEMENT
TInS PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of March --->
2007, and is entered into by and between the CITY OF SEAL BEACH, a public body, corporate
and politic (the "Seller") and GIRL SCOUT COUNCIL OF ORANGE COUNTY, INC., a
California public benefit corporation (the "Purchaser").
RECITALS
A. The Seller is the owner of the land described on Exhibit "A" attached hereto and
the improvements thereon (the "Property").
B. Seller and Purchaser are parties to certain "Lease Agreement" dated November
28, 1983, whereby the City of Seal Beach agreed to lease said property to Girl Scout Council of
Orange County for a term of twenty-five years terminating on December 31, 2008.
C. Seller has agreed to sell the Property to the Purchaser on the terms and subject to
the conditions set forth therein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
The following capitalized terms as used in this Agreement shall have the respective
meanings set forth below:
Section 1.1 gty means the City of Seal Beach, a municipal corporation.
Section 1.2 Due Dili'ilence Documents shall mean all material agreements, reports and
other documents in Seller's possession that pertain to the Property.
Section 1.3 Event of Default shall have the meaning set forth in Section 5.1.
Section 1.4 Governmental Requirements means all applicable laws, ordinances,
statutes, codes, rules, regulations, orders and decrees of the United States, the State of California,
the County of Orange, the City, or any other political subdivision in which the Property is
located, and of any other political subdivision, agency or instrumentality exercising jurisdiction
over the Seller, the Purchaser or the Property, including all applicable federal, state and local
occupation, safety and health laws, rules, regulations and standards, applicable state labor
standards, the City zoning and development standards, building, plumbing, mechanical and
electrical codes, and all other provisions of the Municipal Code of the City of Seal Beach, and all
applicable disabled and handicapped access requirements, including, without limitation the
Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section
4450, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
Section 1.5 Hazardous Materials shall include, but not be limited to, substances
defined' as "hazardous substances," "hazardous materials," "pollutant or contaminant, "
"imminently hazardous chemical substance or mixture," "hazardous air pollutant," "toxic
1
e
e
e
pollutant," "hazardous waste," "extremely hazardous waste "or "toxic substances" in any of
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ~960l, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
~180l, et seq.; The Resource Conservation and Recovery Act, 42 U.S.C. ~690l, et seq.; and
those substances defined as ''hazardous substances" in ~253l6 of the California Health &
Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws
(collectively, "Hazardous Materials Laws").
Section 1.6 Transfer shall mean: (a) any transfer, conveyance or encumbrance by
Purchaser, voluntarily or involuntarily, of the Property or any portion thereof or interest therein,
and (b) any transfer of control of the Purchaser.
ARTICLE 2. CITY SALE OF THE PROPERTY TO PURCHASER.
Section 2.1 A2I'eement to Purchase and Sell. The Seller hereby agrees to sell the
Property to Purchaser, and Purchaser hereby agrees to buy the Property, upon the terms and
subject to the conditions hereinafter set forth.
Section 2.2 Conditions to the Sale of the Pronertv: Closine: Date. The following
events are conditions precedent to the Seller's sale of the Property to the Purchaser:
(i) the Purchaser's Due Diligence Documents, if any, to be delivered to Purchaser by
Seller and approval thereof by Purchaser;
(ii) delivery of such corporate documents and authorization of the Purchaser that the
Seller may require, and approval thereof by Seller.
The date upon which the above conditions precedent have been fully satisfied and the
Quitclaim Deed recorded in the Official Records of Orange County, is referred to herein as the
"Closing," and shall occur no later than April 30, 2007.
Section 2.3 Purchase Price: Title. Purchaser shall pay to Seller the sum of ONE AND
NOll 00 DOLLARS ($1.00) (the "Purchase Price") for the Property in cash at the Closing.
Section 2.4 Delivery Of Documents. Seller and Purchaser, as applicable, hereby
covenant and agree to deliver at least one (1) business day prior to the Closing the following
instruments, documents, and funds, the delivery of each of which shall be a condition of the
Closing.
Section 2.4.1 Seller shall deliver to PurChaser:
Counterpart original of the Quitclaim Deed in the form of Exhibit "B" attached
hereto, duly executed and acknowledged by Seller.
Section 2.4.2 Purchaser shall deliver to Seller a counterpart of the Quitclaim
Deed, duly executed and acknowledged.
2
e
e
e
Section 2.4.3 Authorization To Record Documents. Seller is hereby authorized
to record the Quitclaim Deed in the Official Records of Orange County, California.
Section 2.5 Escrow Charlles And Prorations:
Section 2.5.1 Seller shall pay: (i) all costs and charges for recording the
CC&R's and Quitclaim Deed (if any); (ii) all documentary or other local transfer taxes on
the transfer of the Property (if any); and (ill) Seller's share of other charges prorated
under the terms of this Agreement.
Section 2.5.2 Purchaser shall pay Purchaser's share of other charges prorated
under the terms of this Agreement.
Section 2.5.3 Taxes, assessments, rent and other income, and all operating
expenses and. other expenses shall be apportioned with respect to the Property as of 12:01
a.m., on the day on which the Closing occurs, as if Purchaser were vested with title to the
Property during the entire day upon which the Closing occurs, and Purchaser shall be
liable for all property taxes and assessments with respect to the Property that are assessed
or are payable after the Closing. The provisions of this Section shall survive the Closing.
Section 2.5.4 Upon the Closing, the Operating Agreement shall terminate.
Section 2.6 Survev. Purchaser may, at Purchaser's sole cost and expense, obtain an
AL T A survey of the Property prepared by a registered land surveyor licensed by the State of
California.
Section 2.7 Review of Due Dilillence Documents: PhYSical Condition Insnections.
Seller shall deliver copies of all Due Diligence Documents in Seller's possession to Purchaser
within ten (10) days after the date of this Agreement and Purchaser shall have the right to object
to any such document and terminate this Agreement based on such objection by written notice to
Seller given on or before the date that is twenty (20) days after the date of this Agreement.
It is understood and. agreed upon and between the parties hereto that this transaction is not
subject to or conditioned upon inspections of the Property by Purchaser because the Purchaser is
the occupant of the Property and. has been occupying and using the Property from 1983 to the
date hereof. Purchaser represents and warrants to Seller that it has performed inspections and
tests with respect to, but not limited to, the physical condition of the land and improvements
constituting the Property, including without limitation, the condition of soils, storm drainage,
utility operation and hookups, hazardous materials, compliance with law, and construction
defects.
Section 2.8 "AS-IS" Condition of the Pronertv. Purchaser acknowledges and agrees
that it is purchasing the Property in its "AS-IS" condition, with all faults, and without
representatiqn or warranty, express or implied.
Section 2.9 Brokers' Commissions. Purchaser represents and warrants to Seller that
Purchaser has used no broker, agent, finder or other person in connection with the transaction
contemplated hereby to whom a brokerage or other commission or fee may be payable. Seller
3
e
e
e
represents and warrants to Purchaser that Seller has used no broker, agent, finder or other person
in connection with the transaction contemplated hereby to whom a brokerage or other
commission or fee may be payable. Each party shall indemnify, defend and hold the other
harmless from any claims, liabilities, costs, losses, expenses and rlAmAges resulting from any
breach by the indemnifying party of its representations and warranties in this Section 2.9.
Section2.10 Hazardous Materials. The Seller makes no representations or warranties,
express or implied, whatsoever to the Purchaser as to the condition of any portion of the
Property, including but not limited to whether the Property contains any Hazardous Materials. If
the Property is not in a condition suitable for the use or uses to which it shall be put, then it is the
sole responsibility and obligation of the Purchaser to take such action as may be necessary to
place the Property in a condition suitable for its intended use.
The Purchaser, on behalf of itself and its successors, affiliates, partners, and assigns,
agrees to indemnify, protect, defend and hold harmless the Seller including, but not limited to,
the Seller's servants, employees, agents, representatives, successors, administrators, assigns, and
attomeys, and of each of them alone, from and against claim, action. suit, proceeding, loss, cost,
damage, liability, upon the future (i) presence, release, use, generation, discharge, storage or
disposal of any Hazardous Materials on, under, in or about, the Property or the transportation of
any such Hazardous Materials to or from the Property~
ARTICLE 3. USE OF THE PROPERTY; REVERSION
Section 3.1 Use as Girl Scout House: Reversion. Purchaser shall use the Property for
educational, leadership and community service activities of girl scouting. As provided in the
Quitclaim Deed, shall include a right of reverter ("Right of Reverter") in favor of the SELLER.
provided that the SELLER shall exercise such Right of Reverter only if any failure of the
Purchaser to use the Property for such purposes or if such improper use of the Property is not
cured to the reasonable satisfaction of the SELLER within sixty (60) days of Buyer's written
notice of such violation from the SELLER stating the SELLER'S assertion in reasonable detail
that BUYER is in violation with the use restrictions set forth herein. Upon a decision to exercise
its Right of Reverter, BUYER shall execute, acknowledge and deliver to the SELLER such
instrwnents of further assurance as in the reasonable opinion of the SELLER are necessary or
desirable to confirm or perfect the SELLER'S right, title and interest in and to the Property;
provided, however, that BUYER shall have no right to surrender the Property except upon
SELLER exercising its right of reverter pursuant to and subject, to the provisions of this
Agreement and the Quitclaim Deed.
ARTICLE 4. EVENTS OF DEFAULT AND REMEDIES
Section 4.1 Events of Default. The occurrence of any of the following shall constitute
an Event of Default under this Agreement:
Section 4.1.1 Any breach of this Agreement not described in Section 5.1.2 which
i:s not cured within ten (10) days after written notice from the other party.
4
e
e
e
Section4.1.2 At any time during which Purchaser retains an interest in the
Project, the filing of a petition in bankruptcy by or against the Purchaser or appointment
of a receiver or trustee of any property of the Purchaser, or an assignment by the
Purchaser for the benefit of creditors, or adjudication that the Purchaser is insolvent by a
court, and the failure of the Purchaser to cause such petition, appointment, or assignment
to be removed or discharged within 60 days.
Section 4.2 Purchaser's Remedies. The Purchaser's sole remedies for the Seller's
breach of this Agreement shall be: (a) to institute an action in equity to seek mandamus or
specific performance of the terms of this Agreement, or (b) to terminate this Agreement. In no
event shall the SeHer be liable for damages.
Section 4.3 Seller's Remedies If any Event of Default by Purchaser occurs, then the
Seller shall be entitled to all remedies at law or in equity.
Section 4.4 Inaction Not a Waiver of Default Except as expressly provided in this
Agreement to the contrary, any failures or delays by either party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such rights or
remedies, or deprive either such party of its rights to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies.
ARTICLE 5. GENERAL PROVISIONS
Section 5.1 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of
this Agreement or any amendments or exhibits hereto.
Section 5.2 Police Powers. Nothing contained herein shall be deemed to limit, restrict,
amend or modify, or to constitute a waiver or release of, any ordinances, notices, orders, rules,
regulations or requirements (now or hereafter enacted or adopted and/or as amended from time to
time) of the Seller, or their departments, commissions, agencies and boards and the officers
thereof, including, without limitation, any redevelopment or general plan or any zoning
ordinances, or any of the Seller's duties, obligations, rights or remedies thereunder or pursuant
thereto or the general police powers, rights, privileges and discretion of the Seller in the
furtherance of the public health, welfare and safety of the inhabitants thereof; provided, however,
that the SeHer agrees not to take any action to' frustrate or hinder the intent or effect of this
Agreement.
Section 5.3 Time of the Essence Time is of the essence of this Agreement and all
obligations hereunder.
Section 5.4 Notices. Demands and Communications Between the Parties Notices,
demands and communications between the SeHer and the Purchaser shall be deemed sufficiently
given if (i) delivered personally, (ii) dispatched by registered or certified mail, postage prepaid,
return receipt requested, or (iii) sent by nationally-recognized reputable overnight delivery
, service to the principal offices of the SeHer and the Purchaser as set forth below. Such written
5
e
e
.
notices, demands and communications may be sent in the same manner to such other addresses
or to such other address as any Party may from time to time designate by mail as provided in this
Section, and shall be deemed received upon delivery or refusal of delivery, if delivered
personally, within three (3) business days after deposit of same in the United States mail, if
mailed, or one (1) business day after deposit of same with a nationally recognized reputable
overnight delivery service if sent by such a delivery service.
To the Purchaser:
Girl Scout Council of Orange County, Inc.
1620 Adams Avenue
Costa Mesa, California 92626
Attn: Nancy Nygren, CEO
To the Seller:
City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: June Yotsuya, Assistant City Manager
With a copy to:
Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071
Attn: Bruce Galloway, Esq.
Section 5.5 Purchaser's Renresentations and Warranties. The Purchaser makes the
following representations and warranties as of the date of this Agreement and agrees that such
representations and warranties shall survive this Agreement, and further agrees that, until the
Closing, upon learning of any fact or condition which would cause any of the warranties and
representations in this Section not to be true, the Purchaser shall promptly give notice of such
fact or condition to the Seller.
Section 5.5.1 Status. The Purchaser is duly organized, validly existing, in good standing
under the laws of the state, and is qualified to do business and is in good standing in the State of
California with full power and authority to p.erform the obligations contemplated hereby.
Section 5.5.2 No Litil!ation. There is no litigation, action, suit, or other proceeding
pending or threatened against the Purchaser, or to the Purchaser's knowledge, against the
Property, which may in any manner whatsoever materially adversely affect the validity, priority,
or enforceability of this Agreement.
Section 5.5.3 Authoritv. The Purchaser has complied with all Governmental
Requirements concerning its organization, existence and transaction of business on and
ownership of the Property.
Section 5.5.4 Enforceability. The Purchaser has full right, power and authority to
execute and deliver this Agreement, and all documents executed pursuant hereto, and to perform
the undertakings of the Purchaser contained in such agreements. All agreements executed
pursuant hereto constitute valid and binding obligations of the Purchaser which are legally
enforceable in accordance with their terms, subject to the application and effect of all
6
e
e
e
Governmental Requirements including, without limitation, the laws of bankruptcy, creditor's
rights exceptions, and equity.
Section 5.5.5 No Breach. None of the undertakings of the Purchaser contained in this
Agreement or any agreements executed pursuant hereto violates any applicable Governmental
Requirements, or conflicts with, or constitutes a breach or default under, any agreement by
which the Purchaser is bound or regulated.
Section 5.5.6 Condition and Investigation of ProDertv. Purchaser will conduct its own
due diligence regarding the Property as provided for in this Agreement, and Purchaser
acknowledges that Purchaser is purchasing the Property in reliance on Purchaser's own due
diligence and investigation and understands that Seller has made no representations and
warranties expressly set forth in this Agreement, and no representations or warranties express or
implied, have been made by Seller or by Seller's agents. Purchaser further acknowledges that
the Property shall be accepted by Purchaser "AS IS, WHERE IS, WITH ALL FAULTS",
without representation or warranty and with no right of setoff or reduction in the purchase price
as of the Closing. Purchaser is experienced in the purchase of real property, and Purchaser has
the ability either itself or with the advice of its agents to evaluate the risks associated with the
purchase of the Property and at the time of the closing, Purchaser shall have had adequate time to
properly and completely review and analyze the condition of the Property to the extent it deems
necessary or appropriate.
Release for Condition of Property. Purchaser hereby releases Seller its affiliates, successors and
assigns from claims, liabilities, losses, costs, and damages that Purchaser may suffer arising from
the condition of the Property whether caused by Seller or any predecessor in interest of Seller.
From and after the Closing, Purchaser hereby assumes full responsibility for any injuries,
damages, losses or liabilities with respect to the future use and condition of the property.
Section 5.6 Warranty AlZainst Payment of Consideration for AlZreement The
Purchaser warrants that it has not paid or given, and will not payor give, to any third person, any
money or other consideration for obtaining this Agreement, other than nonnal costs of
conducting business and costs of professional services such as architects, engineers and
attomeys.
Section 5.7 Release of Seller and its Officials. No member, official, agent, employee,
or attomey of the Seller shall be personally liable to the Purchaser, or any successor in interest of
the Purchaser, in the event of any default or brel!-Ch by the Seller or for any amount which may
become due to the Purchaser or its successors, or on any obligations under the terms of this
Agreement. The Purchaser hereby waives and releases any claim it may have personally against
the members, officials, agents, employees, consultants, or attomeys of the Seller with respect to
any default or breach by the Seller for any amount which may become due to the Purchaser or its
successors, or on any obligations under the terms of this Agreement. The Purchaser makes such
release with full knowledge of Civil Code Section 1542, and hereby waives any and all rights
thereunder to the extent of this release, if such Section 1542 is applicable. California Civil Code
Section 1542 provides as follows:
7
e
e
e
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WInCH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN IDS FAVOR AT
TIIE TIME OF EXECUTING TIIE RELEASE, WInCH IF KNOWN BY HIM
MUST HA VB MATERlALL Y AFFECTED IDS SETTLEMENT WITH THE
DEBTOR"
Purchaser's Initials:
Section 5.8 Release of Purchaser its Officials. No member, official,
agent, employee, or attorney of the Purchaser shall be personally liable to the Seller,
or any successor in interest of the Seller, in the event of any default or breach by the
Purchaser or for any amount which may become due to the Seller or its successors,
or on any obligations under the terms of this Agreement. The Seller hereby waives
and releases any claim it may have personally against the members, officials, agents,
employees, consultants, or attorneys of the Purchaser with respect to any default or
breach by the Purchaser for any amount which may become due to the Seller or its
successors, or on any obligations under the terms of this Agreement. The Seller
makes such release with full knowledge of Civil Code Section 1542, and hereby
waives any and all rights thereunder to the extent of this release, if such Section
1542 is applicable. California Civil Code Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WInCH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN IDS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WInCH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED IDS SETTI..EMENT WITH THE
DEBTOR."
Sellers Initials:
Section 5.9 Attornevs' Fees. If any party brings an action to enforce the terms hereof
or declare its rights hereunder, the prevailing party in any such action sball be entitled to its
reasonable attorneys' fees to be paid by the losing party. If the Seller, without fault, is made a
party to any litigation instituted by or against the Purchaser, then the Purchaser shall defend the
Seller against and save the Seller hannless from reasonable costs and expenses including
attomeys' fees incurred in connection with such litigation.
Section 5.10 Venue. In the event of any litigation hereunder, all such actions shall be
instituted in the Superior Court of the County of Orange, State of California, or in an appropriate
municipal court in the County of Orange, State of California.
Section 5.11 ApDlicable Law. This Agreement shall be governed by the laws of the
State of California.
Section 5.12 Successors and Assil!Ils: Transfer. Purchaser may not assign this
Agreement without the consent of Seller. Subject to the foregoing (and the restrictions on
Transfers set forth herein), the provisions hereof shall be binding upon, and inure to the benefit
of, the Seller and the Purchaser and their successors and assigns. Purchaser may not conduct any
8
e
e
e
Transfer or permit any Transfer to occur, without the prior written consent of Seller, which will
not be unreasonably withheld with respect to a change in control of the Purchaser.
Section 5.13 No Joint Venture. Nothing contained herein shall be construed to render
the Seller in any way or for any purpose a partner, joint venturer, or associated in any
relationship with the Purchaser, nor shall this Agreement be construed to authorize either party to
act as agent for the other.
Section 5.14 Records. The Seller or any representative or designee thereof may at any
time during normal business hours, upon reasonable prior notice, examine the books and records
of the Purchaser, or of any officer, employee, agent, contractor, affiliate, related person, assignee
or franchisee, to the extent that such books and records relate, directly or indirectly, to the
acquisition and operation of the Property. The Purchaser shall keep the originals or true and
correct copies, at the Purchaser's choice, of all such records at its address for notices described in
Section 6.4 above, or at another location in Orange County, California reasonably approved by
the Seller.
Section 5.15 Waiver The waiver by the Seller or the Purchaser of any breach by the
other party of any term, covenant, or condition herein contained shall not be deemed to be a
waiver of such tenD, covenant, or condition or any subsequent breach of the same or any other
term, covenant, or condition herein contained. Either party's acceptance of any performance by
the other party after the due date of such performance shall not be deemed to be a waiver by
either party of any preceding breach by the other party of any term, covenant, or condition of this
Agreement, regardless of such party's knowledge of such preceding breach at the time of
acceptance of such performance.
Section 5.16 Entire Agreement. Waivers and Amendments This Agreement, together
with all attachments and exhibits hereto and all documents to be executed and delivered pursuant
to this Agreement, constitutes the entire understanding and agreement of the Parties hereto. This
Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and
supersedes all negotiations or previous agreements between the parties with respect to all or any
part of the subject matter hereof. Any waiver, amendment, or modification of any provision of
this Agreement must be in writing and signed by both parties.
Section 5.17 Execution in Countel;parts. This Agreement may be executed in two or
more counterparts, each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 5.18 Severability Each and every provision of this Agreement is, and shall be
construed to be, a separate and independent covenant and agreement. If any term or provision of
this Agreement or the application thereof shall to any extent be held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to
circumstances other than those to which it is invalid or unenforceable, shall not be affected
hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the
extent ~rmitted by law.
9
e
e
e
IN WITNESS WHEREOF, the parties hereto have entered into tbis Agreement as of the
day and year first above written.
SELLER:
CITY OF SEAL BEACH, a public body,
corporate and politic
By:
Name:
Title:
Attest:
City Clerk
Approved as to Fonn:
Bruce Galloway
for Richards, Watson & Gershon,
a professional corporation
List ofExhibits
Exhibit "A" Legal Description of Land
Exhibit "B" Fonn of Quitclaim Deed
PURCHASER:
GIRL SCOUT COUNCIL OF ORANGE
COUNTY, INC.,
a California public benefit corporation
By:
Name:
Title:
10
e
e
e
EXHIBIT "A"
Lots 47 and 49, Block 106, Bay City Tract, City of Seal Beach. County of Orange, State of
California, as per Map recorded in Book 3, Page 19 of Miscellaneous Maps in the Office of the
County Recorder of said County Recorder of said County and all improvements, including
buildings on or appurtenant thereto.
PURCHASE AND SALE AGREEMENT
OSPurcbase IIlllI Sale Agreemenlt32006-Revisedl
e
e
e
Recording Requested by
and when recorded return to,
and mail tax statements to:
Girl Scout Council of Orange County, Inc.
1620 Adams Avenue
Costa Mesa, CA 92626
Attn: Tom Olivas, Senior Director, Business Property/IT
Assessor's Parcel No.:
(portion)
NO RECORDING FEE - PUBLIC ENTITY - Government Code ~ 27383
Quitclaim Deed
The undersigned grantor declares:
Documentary transfer tax is $ 0 (public entity [R&T Code ~11922]; and no consideration [R&T
Code ~11911])
( ) Computed on full value of property conveyed, or
( ) Computed on full value less value of all liens and encumbrances remaining at time of sale,
( ) Unincorporated area: (X) City of Seal Beach, and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the
CITY OF SEAL BEACH, CALIFORNIA
hereby REMISES, RELEASES AND QUITCLAIMS to
GIRL SCOUT COUNCIL OF ORANGE COUNTY, INC., a California public benefit
corporation,
all of its right, title and interest in that certain real property (hereinafter, "Property") located in
the City of Seal Beach, County of Orange, State of California, as more particularly described as
follows:
LOTS 47 AND 49, BLOCK 106, BAY CITY TRACT, CITY OF SEAL BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 19 OF
MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY RECORDER OF SAID COUNTY '
1. TOGETHER WIlli:
1.1 ALL IMPROVEMENTS ON THE PROPERTY, INCLUDING
BUILDINGS ON OR APPURTENANT THERETO.
1
QuitcJOim Deed -FinalRevised
e
e
e
1.2 ALL HEREDITAMENTS AND TENEMENTS TIIEREIN AND
REVERSIONS, REMAINDERS, ISSUES, PROFITS, PRIVELEGES AND OTIffiR RIGHTS
BELONGING OR RELATED TIffiRETO.
2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS,
AND CONDITIONS WHICH SHALL RUN WITH THE LAND AND BE BINDING AND
ENFORCEABLE AS EQUITABLE SERVITUDES AGAINST GRANTEE AND ITS
SUCCESSORS, IN PERPETIJITY:
2.1 Use Rie:hts. The Property shall be maintained and used for (a) educational,
leadership and community service activities of girl scouting, and (b) such other uses as requested
by Grantee and approved by Grantor in writing, in its sole and absolute discretion, including,
without limitation, use as a day care facility.
2.2 Rillhiof Re-Entrv. In addition to Grantor's other remedies under applicable
law or equity for breach of use restrictions in violation of Section 2.1, if, at any time, the Property
or any part thereof is used for any purpose not consistent with permitted uses under Section 2.1
and such use is not cured to the reasonable satisfaction of Grantor within sixty (60) days of
Grantee receiving written notice of such violation from Grantor stating Grantor's assertion, in
reasonable detail, that Grantee is in violation of the terms of Section 2.1, Grantor shall have the
right, in its sole option, to exercise a right of re-entry and power of termination as those terms are
defined in Section 885.010 of the California Civil Code, which right and power shall be exercised
in accordance with the terms of Section 885.050 of the California Civil Code, upon which
Grantee's right, title and interest in and to the Property and in and to any and all tenements,
hereditaments and appurtenances thereto shall terminate and re-vest in Grantor. Grantee agrees to
promptly and fully cooperate in executing and recording any notice used by Grantor in exercising
these rights under Section 885.050 of the California Civil Code, but Grantee hereby irrevocably
authorizes Grantor to record such notice against the Property. Grantee hereby waives all rights
and benefits it may have under California Civil Code Sections 885.040 and 885.060.
2.3 No Waiver. Subject to the terms of Section 3.3, the failure of Grantor to
insist in anyone or more instances upon complete performance of the conditions or any other
terms and covenants of this Deed shall not be construed as a waiver of Grantor's right to future
performance of any such conditions, terms or covenants and Grantee's obligations with respect to
such future performance shall continue in full force and effect.
3. Option to Reourchase. Grantee hereby grants to Grantor an option to purchase the
Property (the "Option"), which Option shall be exercisable by Grantor as follows:
3.1 Exercise of Option. In the event Grantee proposes to transfer, sell, assign,
gift or otherwise convey all or any portion of the Property, whether voluntarily, involuntarily, by
operation of law or otherwise ("Transfer"), except for a Permitted Transfer, as defined below,
Grantee shall immediately give Grantor written notice of such proposed Transfer ("Sale Notice").
For purposes hereof, "Permitted Transfer" shall mean only any of the following:
2
Quitclaim Deed -FinalRevised
e
e
e
(a) any mortgage, deed of trust, pledge, hypothecation or other similar
transfer for the purpose of providing security for the repayment of indebtedness
and related obligations incurred to finance or refinance the construction or
maintenance of the Property or improvements thereon; provided, that such
mortgage, deed of trust, pledge, hypothecation or other similar transfer shall: (i) be
subordinate to the rights of the Grantor under this Deed; and (ii) provide that
proceeds of such mortgage, deed of trust, pledge, hypothecations or other similar
transfer sha1l be used solely for construction and/or maintenance of the Property;
(b) the granting of reasonable easements or similar reasonable rights to
public utilities or governmental or quasi-governmental entities in the ordinary
course of operation of the Property; or
(c) _ any Transfer to a new or separate legal entity that assumes the
responsibilitY for implementing the Girl Scout program in the City of Seal Beach
provided the organizational documents of such new legal entity are provided in
advance of the Transfer to Grantor and reasonable evidence of such assumption is
provided to Grantor in advance of the Transfer.
Unless Grantor shall have consented in writing to the Transfer described in the Sale Notice (which
consent may be withheld by Grantor in its sole and absolute discretion), Grantor shall be entitled
to exercise the Option to purchase the Property by giving Grantee written notice of exercise in the
manner set forth in Section 3.2 until the later of: (i) thirty (30) days from receipt of the Sale
Notice; (ii) if no Sale Notice has previously been delivered to Grantor, sixty (60) days after
Grantor receives actual written notice from Grantee that Grantee has executed an agreement to
Transfer any portion of the Property, except pursuant to a Permitted Transfer; or (ill) if no Sale
Notice has previously been delivered to Grantor, sixty (60) days after Grantor first receives
written notice from Grantee of a Transfer of any of the Property, except pursuant to a Permitted
Transfer.
3.2 Notice of Exercise. Upon the occurrence of the event specified in Section
3.1, Grantor may exercise its Option to purchase the Property by the delivery to Grantee of
written notice of exercise ("Notice of Exercise") served personally or by certified or registered
mail, return receipt requested. Grantor's delivery of a Notice of Exercise in accordance with the
terms hereof shall create a binding contract for the purchase and sale of the Property .
3.3 Failure to Exercise Ontion.' Upon the occurrence of the condition specified
in Section 3.1 for the exercise of the Option, if Grantor fails to exercise the Option by delivery of
a Notice of Exercise within the time period specified in Section 3.1, then the Option and the use
restriction as set forth in Section 2.1 shall be extinguished as to the Property if, and only if,
Grantee thereafter transfers the Property or any portion thereof to the party as specified in the Sale
Notice. Except as specifically provided above, no failure of Grantor to exercise the Option in the
event of any proposed attempt or actual transfer shall constitute a waiver of Grantor's right to
exercise the Option upon any transfer which might be proposed, attempted or consummated at a
later time.
3
Quit.lolm Deed -FinalRevised
e
e
e
3.4 Terms of Reourchase. If Grantor timely exercises the Option, Grantee
shall, within ten (10) business days following delivery of the Notice of Exercise by Grantor,
convey the Property to Grantor by quitclaim deed free and clear of all liens and encumbrances and
all hazardous materials except (a) those liens and encumbrances and hazardous materials which
affect the Property as of the date of the recordation of this Deed, (b) Permitted Transfers under
Section 3.1(b), and (c) such other liens and encumbrances as approved in writing by Grantor.
Concurrently with the conveyance of the Property by Grantee to Grantor as provided herein,
Grantor shal1 pay to Grantee an amount equal to One Dollar ($1.00) (the "Repurchase Price") in
cash. (Said Repurchase Price is the same purchase price that Grantee paid to grantor for the
Property.)
4. Covenants Rnnninl!:. The terms of this Deed, including without limitation the
provisions of Sections 2 and 3, are hereby agreed ahd declared by Grantee and Grantor and
declared to be covenants running with the land and enforceable as restrictions and equitable
servitudes against the Property, and are hereby declared to be and shall be binding upon the
Property and Grantee and the successors and assigns of Grantee owning all or any portion of the
Property including, without limitation, any parties to a Transfer or Permitted Transfer.
S. Notices. All notices, consents, demands, requests and other communications a
party desires or is required to give the other party or any other person shall be in writing and
either served personally or sent by certified mail, return receipt requested, to the addresses set for
below. Either party may change its address by notifying the other party of the change of address
in writing. Notice shall be deemed communicated upon delivery if personally delivered, or forty
eight (48) hours from the time of mailing ifmailed as provided in this Section.
If to Grantor: City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Attention: June Yotsuya., Assistant City Manager
If to Grantee: Girl Scout Council ofOmnge County, Inc.
1620 Adams Avenue
Costa Mesa, California 92626
Attention: Nancy Nygren, Chief Executive Officer
GRANTOR: THE CITY OF SEAL BEACH,
a public body, corporate and politic
By:
Name:
Title:
ATfEST:
By:
Linda Devine,
City Clerk
4
Quitclaim Deed -FinalRevised
e
e
e
Approved As To Form:
Richards Watson & Gershon
a professional corporation
By:
Bruce Galloway
ACKNOWLEDGEMENT OF GRANTEE'S COVENANTS
TO INDICATE ACCEPTANCE of its covenants and agreements contained in this Quitclaim
Deed, Grantee has executed this Document on the date written below:
GRANTEE:
GIRL SCOUT COUNCn.. OF ORANGE
COUNTY, INC., a California public benefit
corporation
By:
Name:
Title:
5
Quitclaim Deed -F~ised
e
e
e
STATE OF CALIFORNIA
)
)
)
ss.
COUNTY OF ORANGE
On , 2007, before me,
Notary Public, personally appeared
. personally known to me (or 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
helshe/they/executed the same in hislher/their authorized capacity(ies) and that by hislher/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrum~nt.
WITNESS my hand and official seal.
Notary Public
In and For Said County and State
6
Quitclaim Deed -FinaIRevised
e
RESOLUTION NO.
A RESOLUTION OF TIlE CITY COUNCIL OF TIlE CITY OF SEAL
BEACH APPROVING A PURCHASE AND SALE AGREEMENT
BETWEEN TIlE CITY OF SEAL BEACH, AS SELLER, AND THE GIRL
SCOUT COUNCIL OF ORANGE COUNTY,INC AS BUYER
RECITALS
A. Th. City of Soa! Beach is tho owner oflODd ODd improvements thoroon
("Pmporty") commonly known as 247'" 7th Stroet, Soa! Boach, Cslifomia 90740, more
particularly described as Lots 47 ODd 49, Block 106, Bay City Tract, City of Soa! Boach, County
of Orango, State of CsIifomia, as per Map recorded in Book 3, Page 19 of MiscollIDOOUS Maps
in tho Offico of tho County Recorder of said County.
B. Tho City of Soa! Boach cmrontly I..... tho Property to tho Girl Scout Council of
Orang. County,lnc. for th.ir 1llI. as a girl scouting fiu:i1ity.
C. Th. City is curr.lll1y ....ponsibl. for maintaining liability insuranc. for tho
proporty, but do.. not personally maintain tho property.
D. Tho City desi.... to .liminate tho liability ....ponsibiliti.. for this property by
soiling tho property to tho Girl Scout Council of Orang. County,!ne. for $1 undor tho conditions
that tho property will be used for oducational, loadorship and community activiti.. of girl
scouting.
D. Th. Girl Scout Council ofOrong. County, Inc. shall use tho property for
.ducational, leadersbip ODd community servico activities of girl scouting. As provid.d in tho
Quitclaim D.od, tho property shall automatically revorl to tho City of S.a1 Boach upon failure by
tho Girl Scout Council of Orang. County, Inc. to use said property for sueb pwpo....
e
NOW, TIlEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH
HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. Th. City Council of tho City ofS.a1 Boach ber.by approvas tho
Purcbaso ODd SaI. Agroomont betwoen tho City ofScaI Beach ODd tho Girl Scout Council of
Orong. County, Inc.
Section 2. City officials, city manager, staff, and 1.ga1 counsel to tho City
are hereby authorized. to execute any instruments reasonably necessary or convenient to cause Dr
liu:ilitato sneb Property sal. to occur.
PASSED, APPROVED AND ADOPTED by tho City Council of tho City of
S.a1 B.ach this day of , 2007 by tho following volo:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Mayor
e
e
ATTEST:
City Clerk
STATEOFCALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devino, City Clerk of tho City of Soal Boach, California, do boroby certify that tho
foregoing Resolution is tho original copy ofRosolution Number on filo in tho office of
tho City Clerk, passod, approvod, ODd adoplod by tho City Council of tho City of Soa! Beach at a
mooting thoroofhold on tho day of . 2007.
City Clerk
e
e
2