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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement ") is dated as of September 27,
2004, and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY
OF SEAL BEACH, a public body, corporate and politic (the "Seller ") and FRIENDS OF SEAL
BEACH ANIMAL CARE CENTER, 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 "Agreement for Animal Shelter
Operation in Exchange for Leasehold of Real Property" dated January 8, 1996, as arnended by
that certain Amendment No. 1 to Animal Shelter Agreement dated in March 2002 (the
"Operating Agreement" ).
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 City means the City of Seal Beach, a municipal corporation.
Section 1.2 CC &R's means Conditions, Covenants and Restrictions in favor of the
Seller in the form attached hereto as Exhibit `B ".
Section 1.3 Due Diligence Documents shall mean all material agreements, reports and
other documents in Seller's possession that pertain to the Property.
Section 1.4 Event of Default shall have the meaning set forth in Section 5.1.
Section 1.5 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.
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Section 1.6 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
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. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.
§1801, et seq.; The Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.; and
those substances defined as "hazardous substances " in §25316 of the California Health &
Safety Code; and in the regulations adopted and publications promulgated pursuant to said laws
(collectively, "Hazardous Materials Laws ").
Section 1.7 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. AGENCY SALE OF THE PROPERTY TO PURCHASER.
Section 2.1 Agreement 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 Property; Closing 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 October 31, 2004.
Section 2.3 Purchase Price; Title Purchaser shall pay to Seller the sum of ONE AND
NO 1100 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 "C" attached
hereto, duly executed and acknowledged by Seller.
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n
Section 2.4.2 Purchaser shall deliver to Seller both the CC &R's and a
counterpart of the Quitclaim Deed, both duly executed and acknowledged.
Section 2.4.3 Authorization To Record Documents Seller is hereby authorized
to record the Quitclaim Deed and then the CC &R's in the Official Records of Orange
County, California.
Section 2.5 Escrow Charges 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 (iii) 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 Survey. Purchaser may, at Purchaser's sole cost and expense, obtain an
ALTA survey of the Property prepared by a registered land surveyor licensed by the State of
California.
Section 2.7 Review of Due Diligence Documents Physical Condition Inspections
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 1996 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 Property Purchaser acknowledges and agrees
that it is purchasing the Property in its "AS -IS" condition, with all faults, and without
representation or warranty, express or implied.
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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
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 damages resulting from any
breach by the indemnifying party of its representations and warranties in this Section 2.9.
Section 2.10 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
acknowledges and agrees specifically that the Seller shall have no responsibility or
obligation with respect to the abatement of asbestos or any other Hazardous Materials on
the Property.
The Purchaser, on behalf of itself and its successors, affiliates, partners, and
assigns, agrees to indemnify, protect, defend and hold harmless the Seller and the City (as
a third -party beneficiary hereof), including, but not limited to, the City's and the Seller's
servants, employees, agents, representatives, successors, administrators, assigns, and
attorneys, and of each of them alone, from and against any claim, action, suit, proceeding,
loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense
(including, without limitation, attorneys' fees), resulting from, arising out of, or based
upon the past, present and future (i) the 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, as a result of the
Project or otherwise, or (ii) violation, or alleged violation, of compliance with the
requirements of any statute, ordinance, order, rule, regulation, permit, judgment or
license relating to the use, generation, release, discharge, storage, disposal of Hazardous
Materials on, in or about the Property. This indemnity shall include, without limitation,
any damage, liability, fine, penalty, or expense, including without limitation, attorney
fees, arising from or out of any claim, action, suit or proceeding for personal injury
(including sickness, disease or death), tangible or intangible property damage,
compensation for lost wages, business income, profits or other economic loss, damage to
the natural resource or the environment, nuisance, contamination, leak, spill, release or
other adverse effect on the environment, and the cost of clean -up of the Property, or any
portion thereof, or any improvements thereon, caused by or resulting from any Hazardous
Material, or toxic substances or waste existing on, tinder, about or adjacent to the
Property.
The Purchaser, on behalf of itself and its successors, affiliates, partners, and
assigns, hereby fully and entirely releases and discharges the City (as a third party
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beneficiary hereof) and the Seller (including, but not limited to, the City's and the
Seller's servants, employees, agents, representatives, successors, administrators, assigns,
and attorneys), and of each of them alone, of and from any and all claims, causes of
action, or demands, liabilities, damages, and losses, of whatever nature, anticipated or
unanticipated, known or unknown, on account of the presence of any Hazardous
Materials in, on, under, or about the Property or in connection with, or in any way related
to the Property. This release constitutes an explicit waiver by the Purchaser of each and
all of the provisions of California Civil Code Section 1542, which states as follows:
"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 deb
Purchaser's "
Purchaser's Initials:
The Purchaser hereby declares and represents that it is executing this release of
the City and the Seller after having read all of this release and with full understanding of
its meaning and effect and after having received full legal advice as to its rights from an
attorney.
ARTICLE 3. USE OF THE PROPERTY; REVERSION
Section 3.1 Use as Animal Shelter; Reversion. Purchaser shall use the Property for
animal shelter purposes and for no other purposes. As provided in the Quitclaim Deed, upon a
failure of the Purchaser to use the Property for such purposes, all right, title and interest of
Purchaser in, under and to the Property shall automatically revert to the Seller unless such failure
is not within the control of Purchaser.
Section 3.2 Obligation to Refrain from Discrimination The Purchaser shall not restrict
the sale or sublease of the Property or any portion thereof on the basis of sex, age, handicap,
marital status, race, color, religion, creed, ancestry or national origin of any person. The
covenants contained in this Section 3.2 shall remain in effect in perpetuity.
Section 3.3 Form of Nondiscrimination and Nonsegr_egation Clauses All deeds, leases
and contracts relating to the Property, or any interest therein, that are entered into by or at the
direction of Purchaser shall contain the following nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of sex, marital status, race, age, handicap, color, religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
nor shall the grantee himself or any person claiming under or through him, establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the
land herein conveyed. The foregoing covenants shall run with the land."
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2. In contracts: "Each party hereto herein covenants by and for himself, his
heirs, executors, administrators and assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of any person or group of persons on
account of race, color, creed, religion, sex, marital status, ancestry, national origin, age, physical
handicap in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land,
nor shall the transferee itself or any person claiming under or through it establish or permit any
such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the
land. "
ARTICLE 4. INSURANCE; INDEMNITY
Section 4.1. Insurance and Indemnity Purchaser (and its successors and assigns) shall
comply with the provisions set forth in the Restrictive Covenants (Exhibit B) with respect to
required insurance and its duty to indemnify Seller and the City.
ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES
Section 5.1 Events of Default The occurrence of any of the following shall constitute
an Event of Default under this Agreement:
Section 5. 1.1 Any breach of this Agreement not described in Section 5.1.2 which
is not cured within ten (10) days after written notice from the other party.
Section 5.1.2 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 5.2 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 Seller be liable for damages.
Section 5.3 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 5.4 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.
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ARTICLE 6. GENERAL PROVISIONS
Section 6.1 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 6.2 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 City or 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 City's or the Seller's duties, obligations, rights or remedies thereunder
or pursuant thereto or the general police powers, rights, privileges and discretion of the City or
the Seller in the furtherance of the public health, welfare and safety of the inhabitants thereof;
provided, however, that the Seller agrees not to take any action to frustrate or hinder the intent or
effect of this Agreement.
Section 6.3 Time of the Essence Time is of the essence of this Agreement and all
obligations hereunder.
Section 6.4 Notices, Demands and Communications Between the Parties Notices,
demands and communications between the Seller or the City 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 City or the Seller and the Purchaser as
set forth below. Such written 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 (t) business day after deposit of same with a nationally
recognized reputable overnight delivery service if sent by such a delivery service.
To the Purchaser: Friends of Seal Beach Animal Care Center
1700 Adolfo Lopez Dr.
Seal Beach, California 90740
To the Seller: City Manager
City of Seal Beach
211 8th Street
Seal Beach, California 90740
With a copy to: Richards, Watson & Gershon
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071
Attn: Bruce Galloway, Esq.
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Section 6.5 Purchaser's Representations 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 6.5.1 Status The Purchaser is cluly 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 perform the
obligations contemplated hereby.
Section 6.5.2 No Litigation 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 6.5.3 Authority The Purchaser has complied with all Governmental
Requirements concerning its organization, existence and transaction of business on and
ownership of the Property.
Section 6.5.4 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 Governmental Requirements including, without limitation,
the laws of bankruptcy, creditor's rights exceptions, and equity.
Section 6.5.5 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 6.5.6 Condition and Investigation of Property 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
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properly and completely review and analyze the condition of the Property to the extent it
deems necessary or appropriate.
Section 6.6 Release for Condition of Property Purchaser hereby releases Seller, City,
their affiliates, successors and assigns from any and all claims, liabilities, losses, costs, and
damages that Purchaser or any third party may suffer arising from the condition of the Property
whether caused by Seller or any predecessor in interest of Seller, or otherwise and whether or not
known to Purchaser at or before the Closing (the "Released Matters "). From and after the
Closing, Purchaser hereby assumes full responsibility for any injuries, damages, losses or
liabilities with respect to the Released Matters, whether known or unknown. With respect to the
Released Matters, Purchaser further acknowledges it has had full advice of legal counsel of
Purchaser's choice and has read and considered the provisions of California Civil Code section
1542, which reads as follows:
"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
DEBTOR."
Purchaser's Initials:
Purchaser hereby expressly waives and relinquishes any right or benefit which Purchaser has or
may have under California Civil Code section 1542 as it relates to the Released Matters, and in
this connection Purchaser acknowledges and hereby expressly agrees this Agreement shall
extend to all unknown, unsuspected and unanticipated claims or damages, as well as those which
are now disclosed, with respect to the Released Matters.
Section 6.7 Warranty Against Payment of Consideration for Agreement The
Purchaser warrants that it has not paid or given, and will not pay or give, to any third person, any
money or other consideration for obtaining this Agreement, other than normal costs of
conducting business and costs of professional services such as architects, engineers and
attorneys.
Section 6.8 Release of Seller and City Officials No member, official, agent,
employee, or attorney of the Seller or the City shall be personally liable to the Purchaser, or any
successor in interest of the Purchaser, in the event of any default or breach by the Seller or the
City 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
attorneys of the Seller or the City with respect to any default or breach by the Seller or the City
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 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:
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"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."
Purchaser's Initials: J4
Section 6.9 Attorneys' Fees If any party brings an action to enforce the terms hereof
or declare its rights hereunder, the prevailing party in any such action shall be entitled to its
actual attorneys' fees to be paid by the losing party. If the Seller or the City, without fault, is
made a party to any litigation instituted by or against the Purchaser, then the Purchaser shall
defend the Seller and the City against and save the Seller and the City harmless from all costs
and expenses including attorneys' fees incurred in connection with such litigation.
Section 6.10 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 6.11 Applicable Law This Agreement shall be governed by the laws of the
State of California.
Section 6.12 Successors and Assigns; 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
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 6.13 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 6.14 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 6.15 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 term, 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
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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 6.16 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 agreernents 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 6.17 Execution in Counterparts 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 6.18 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
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hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the
extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
clay and year first above written.
SELLER:
REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH, a public body,
corporate and politic
Name: Ate' W 5
PURCHASER:
FRIENDS OF SEAL BEACH ANIMAL
CARE CENTER, INC.,
a Californi. public benefit corporation
_C> /
By:
Name: n e mom -
Title: `�tles" � e-,4 *go k+?vvt r
Title: L 'V
Attest:
Agency Secretary
Approved as to Form:
4 2! � Cz - -A e�
Bruce Galloway
for Richards, Watson & Gershon,
a professional corporation
PURCHASE AND SALE AGREEMENT
S7284.0001: Purchase and Sale A.-rcement - 12 -
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4=174"03'05°
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4=16
R=92'
L=27.23'
T=13.7l'
-~S7"23~58°W (RAC)
^~N24"21~35~E (RAZ)
ANIMAL SHELTER PARCEL
42,532 SO FFT
(0,976 AD
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List of Exhibits
Exhibit "A" Legal Description of Land
Exhibit `B" Form of Restrictive Covenants
Exhibit "C" Form of Quitclaim Deed
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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement A -1
EXHIBIT "A"
THAT PORTION OF PARCEL 1, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE
OF CALIFORNIA, AS SHOWN ON PARCEL MAP FILED IN BOOK 94, PAGE 1 OF PARCEL
MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
COMMENCING AT THE MOST SOUTHWESTERLY CORNER OF AFORESAID
PARCEL 1 OF SAID PARCEL MAP FILED IN BOOK 94, BOOK 1 OF PARCEL MAPS, SAID
CORNER BEING AN ANGLE POINT IN THE NORTHWESTERLY LINE OF THE LAND SHOWN
"DESIGNAGED REMAINDER PARCEL" ON TRACT NO. 15402 RECORDED IN BOOK 832,
PAGES 38 THROUGH 44 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF SAID
COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF AFORESAID PARCEL 1 OF SAID
PARCEL MAP FILED IN BOOK 94, PAGE 1 OF PARCEL MAPS, SOUTH 65 0 38'35" EAST 65.27
FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE BEGINNING OF A NON -
TANGENT CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 97.00 FEET,
A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS NORTH 18 WEST;
THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
47 AN ARC LENGTH OF 79.66 FEET TO A POINT ON A TANGENT LINE; THENCE
ALONG SAID TANGENT LINE NORTH 24 108.97 FEET TO THE SOUTHWESTERLY
RIGHT -OF -WAY LINE CUL -DE -SAC OF ADOLFO LOPEZ DRIVE, SAID POINT BEING ON A
NON - TANGENT CURVE CONCAVE TO THE NORTHEAST AND HAVING A RADIUS OF 46.00
FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT BEARS NORTH 35 0 29'57" EAST,
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
28 0 05'58" AN ARC LENGTH OF 22.56 FEET TO THE POINT OF A TANGENT REVERSE CURVE,
SAID POINT BEING ON THE SOUTHWESTERLY RIGHT -OF -WAY LINE CUL -DE -SAC OF
ADOLFO LOPEZ DRIVE; SAID REVERSE CURVE BEING CONCAVE TO THE SOUTHWEST
HAVING A RADIUS OF 92.00 FEET, A RADIAL LINE OF SAID CURVE FROM SAID POINT
BEARS SOUTH 7 0 23'58" WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH
A CENTRAL ANGLE OF 16 AN ARC LENGTH OF 27.23 FEET TO A POINT ON A
TANGENT LINE BEING THE SOUTHWESTERLY RIGHT -OF -WAY LINE OF ADOLFO LOPEZ,
SAID RIGHT -OF -WAY BEING 80.00 FEET IN WIDTH; THENCE ALONG SAID
SOUTHWESTERLY RIGHT -OFWAY LINE OF ADOLFO LOPEZ DRIVE SOUTH 65 0 38'35" EAST
159.04 FEET; THENCE LEAVING SAID SOUTHWESTERLY RIGHT -OF -WAY LINE OF ADOLFO
LOPEZ DRIVE SOUTH 24 0 21'25" WEST 185.00 FEET TO A POINT ON THE AFORESAID
SOUTHWESTERLY LINE OF PARCEL 1 OF PARCEL MAP FILED IN BOOK 94, PAGE 1 OF
PARCEL MAPS; THENCE ALONG SAID SOUTHWESTERLY LINE OF SAID PARCEL 1 NORTH
65 0 38'35" WEST 239.73 FEET TO THE POINT OF BEGINNING.
CONTAINING 42,532 SQUARE FEET OR 0.976 ACRES, MORE OR LESS.
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement
EXHIBIT "B"
FORM OF RESTRICTIVE COVENANT
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement
i •
EXHIBIT "C"
FORM OF QUITCLAIM DEED
L
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement