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HomeMy WebLinkAboutIAS MANAGEMENT (7)A-2019-215 0' LO AGREEMENT Leticia Lopez OF PURCHASE AND SALE ASSESSOR PARCEL NUMBER(S): 004-122-39 THIS AGREEMENT of Purchase and Sale ("Agreement'), dated November 19 , 2019, is entered into by and between the CITY OF SANTA ANA, a California charter city and municipal corporation ("Seller") and IAS Management(" Buyer") for the acquisition by Buyer of certain real property described below. RECITALS A. Seller owns certain real property commonly known as Orange County Assessor Parcel Nos. (APN) 004-122-39 located at 908 N Bristol St. in the City of Santa Ana, County of Orange, State of California. Buyer desires to purchase a fee interest in such real property owned by Seller as more particularly described and depicted in Exhibit "A", attached hereto and made part hereof ("Property'), and Seller desires to sell the Property. B. A copy of the Grant Deed for the Property in executable format, by which Seller shall convey the Property to Buyer upon the Close of Escrow (as defined below) is attached as Exhibit "B" and incorporated by this reference. C. The parties desire by this Agreement to provide the terms and conditions for the purchase and sale of the Property. AGREEMENT The parties therefore agree as follows: PURCHASE Buyer agrees to buy, and Seller agrees to sell and convey, the Property for the purchase price and upon the terms and conditions hereinafter set forth. ESCROW Upon execution of this Agreement by all parties, the parties shall open an escrow ("Escrow") with Commonwealth Land Title Company ("Escrow Holder'), whose address is 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660, for the purpose of consummating the purchase and sale of the Property, as described herein. The date on which Escrow is opened with Escrow Holder shall be referred to as the "Effective Date." The parties shall execute and deliver to Escrow Holder such escrow instructions prepared by Escrow Holder, as may be required to consummate the transaction contemplated by this Agreement. If there is any inconsistency between such instructions and this Agreement, this Agreement shall control unless the parties expressively agree in writing otherwise. The Escrow instructions shall include the following terms and conditions of sale: 2.1 Purchase Price The total purchase price for the Property shall be the sum of $257,700 ("Purchase Price"). (a) Escrow Deposit. Within three (3) business days following the Effective Date, Buyer will remit into escrow a deposit equal to nine percent (9%) of the Purchase Price ("Escrow Deposit"). Such Escrow Deposit shall be fully refundable until the expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow Deposit shall be credited towards the Purchase Price paid to Seller as provided in this Agreement. (b) Proposal Deposit. As part of the proposal submitted for this site, Buyer paid to Seller a proposal deposit equal to one percent (1 %) of the Purchase Price ("Proposal Deposit"). The Proposal Deposit shall be retained by the Seller and credited to the Buyer towards the Purchase Price. (c) Closing Payment. The Purchase Price, as adjusted by the application of the Proposal Deposit, Escrow Deposit and by any proration and credits specified herein, shall be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this Section 2.1(c) being herein called the "Closing Payment"). (d) Independent Consideration. Escrow Holder shall pay a portion of the Escrow Deposit in the amount of One Hundred Dollars ($100.00) ("Independent Consideration') to Seller upon the earlier to occur of the Close of Escrow (as defined below) or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained -for consideration for this Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional and shall survive any termination of this Agreement. 2.2 Close of Escrow If Buyer does not exercise its right to terminate this Agreement under Section 2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow shall close ("Close of Escrow") on or before December 20, 2019. If Escrow is not in a condition to close by such date, Escrow shall be closed as soon as possible thereafter. 2 2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by an ALTA Owner's Policy of Title Insurance covering the Property and any easements appurtenant thereto ("Title Policy") issued by Commonwealth Land Title Company ("Title Company') in an amount equal to the Purchase Price. During the Due Diligence Period, Buyer shall have the right to obtain and examine: (i) an ALTA title commitment (the "Title Commitment") binding the Title Company to issue the Title Policy to Buyer; and (ii) an ALTA/ACSM survey of the Property. The Title Policy shall show as exceptions with respect to the Property only matters approved in writing by Buyer, which approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due Diligence Period. Buyer shall in addition have approved in writing the legal description of the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence Period. At the Close of Escrow, Seller shall cause all standard title exceptions typically appearing on an ALTA title insurance policy, including the gap exception, the exception relating to parties in possession, the survey exception, and all exceptions related to mechanics liens to be deleted from the Title Commitment, 2.4 Escrow and Closing Costs Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Properly by Buyer (collectively, "Closing Costs"). Seller shall pay all other costs and expenses incurred by Seller related to the sale of the Property. 2.5 Deposit of Funds and Documents (a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing Payment; and (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ii) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer and (ii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 2.6 Buyer's Conditions Precedent to Close of Escrow The obligation of Buyer to purchase the Property as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: 3 (a) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of the Close of Escrow. (b) Seller shall timely perform all obligations required by the terms of this Agreement to be performed by it. (c) The irrevocable and unconditional written agreement of Title Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title Policy, effective as of the date and time the deed is recorded. (d) Buyer shall have seven (7) calendar days, from the opening of escrow ("Due Diligence Period"), within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property, and satisfy its contingencies ("Due Diligence Investigations'). During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below. Within three (3) days following the Effective Date, Seller shall deliver to Buyer true and complete copies of any environmental reports, title documents and any other agreements, documents, or information pertaining to the Property to the extent in Seller's possession or reasonably obtainable by Seller. Seller will make every effort to provide all pertinent documents, but Seller's inability or failure to provide any document shall not be considered a violation subject to termination of the Agreement. At any time on or before the last day of the Due Diligence Period, Buyer may, in its absolute and sole discretion, for any reason or no reason, give written notice ("Termination Notice") to Seller electing to terminate this Agreement, whereupon a condition to Buyer's obligation to close shall not be satisfied, the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement, and the obligations of the parties hereunder, shall terminate (other than those obligations that expressly survive a termination of this Agreement). In the event of termination by Buyer pursuant to this section, the Proposal Deposit shall be nonrefundable and shall be retained by Seller. If Buyer fails to deliver the Termination Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall have no further right to terminate this Agreement and have the Escrow Deposit (less the Independent Consideration) returned to Buyer except as otherwise set forth herein. (e) No material adverse physical change to the Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. 2.7 Seller Conditions Precedent to Close of Escrow For the benefit of Seller, the Close of Escrow shall be conditioned upon the timely performance by Buyer of all obligations required by the terms of this Agreement. 2.8 License to Enter Property During Due Diligence Period 4 Seller licenses the Buyer and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Buyer deems necessary and appropriate. The license given in this Section 2.8 shall only be effective until the earlier of: (i) the Close of Escrow, (ii) the termination of this Agreement, or (iii) the date of any Termination Notice provided hereunder. The Buyer shall conduct all Due Diligence Investigations during the Due Diligence Period at its sole cost and expense. The Buyer shall abide by any reasonable condition(s) of entry onto the Property required by Seller, whether or not set forth in this Agreement. Any Due Diligence Investigations by the Buyer shall not unreasonably disrupt any then -existing use or occupancy of the Property. (a) Limitations. The Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property, the Buyer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. (b) Indemnity. Buyer agrees to indemnify, defend and hold the Seller, and its officers, employees and agents, harmless from and against all actual damages, judgments, costs, expenses and fees arising from or related to any act or omission of Buyer in performing its Due Diligence Investigations under this Agreement (excluding discovery of any pre-existing conditions at the Property), except to the extent arising out of the negligence or willful misconduct of Seller, its officers, employees or agents. (c) Insurance. Prior to any entry upon the Property by or on behalf of Buyer, Buyer (at Buyer's sole cost and expense) shall provide Seller with a certificate of Buyer's liability insurance policy designating Seller as an additional insured. The foregoing certificate shall evidence that Buyer has obtained a policy or policies of comprehensive general liability and property damage insurance against loss, damage or liability for injury to or death of any person, or loss or damage to property occurring in or about the Property. Such insurance shall include comprehensive general liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit, and shall include automobile liability coverage for bodily injury and property damage in the amount of at least $1,000,000.00 combined single limit. The foregoing policy or policies shall contain a provision that such policy or policies will not be cancelled, reduced in coverage, renewed or otherwise amended in any manner until at least thirty (30) days prior written notice has been given to Seller. Buyer shall see that insurance coverage as provided in this paragraph is maintained throughout the duration of Buyer's right of entry onto the Property. 3. REPRESENTATIONS AND WARRANTIES OF PARTIES 3.1 Representation and Warranties of Seller Seller makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow: 5 (a) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of the transaction contemplated hereby will not result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound; and (b) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and (c) Seller, as a government agency, has not been subject to real property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of the Buyer henceforth; and (d) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Property. Seller warrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. 3.2 Representations and Warranties of Buyer Buyer makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow. (a) Subject to Permitted Delay (as defined herein), Buyer hereby represents and guarantees that it will complete construction and development of the Property for the Intended Use (defined below) within 18 months following the Close of Escrow ("Project Deadline"). If Buyer does not comply with the Project Deadline, Seller may elect to repurchase the Property from Buyer (the "Repurchase Right") pursuant to the terms and conditions in this section. Seller shall provide written notice to Buyer of its exercise (the "Exercise Notice") within one hundred eighty (180) days following the Project Deadline (the "Exercise Window"). The Exercise Notice shall propose a date for closing that is no less than thirty (30) days following the date of the Exercise Notice, with such closing then occurring on a date mutually convenient to both Seller and Buyer (the "Repurchase Closing Date"). If Seller fails to deliver its Exercise Notice to Buyer within the Exercise Window, then the Repurchase Right shall automatically terminate and be of no further force and effect. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgage liens or other evidence of indebtedness. The purchase price to be paid by Seller to Buyer for the Property shall be equal to eighty percent (80%) of the Purchase Price paid by Buyer to Seller under this Agreement. As used herein, the term "Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the 11 open market; failure of transportation; strikes (other than any strike resulting from acts of Buyer); lockouts; action of labor unions; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within Buyer's reasonable control. Notwithstanding anything to the contrary contained herein, in no event shall financial inability of Buyer constitute Permitted Delay. (b) Buyer shall obtain all final approvals, including, without limitation, the building permit and all related municipal approvals (the "Approvals") necessary for developing the Property in substantial conformance with the site plan that was included with Buyer's proposal for the Property submitted in response to City's Request for Proposal No. 19-026 (a copy of which is attached as Exhibit "C", (the "Intended Improvements") appropriate for the operation of a Single Family Residence + ADU (the "Intended Use"), such that immediately following the acquisition of the Approvals, Buyer shall be entitled to commence construction of the Intended Improvements. Nothing in this agreement shall constitute Approvals by Seller, and Buyer acknowledges that it must comply with all of Seller's development standards, guidelines and procedures that are applicable to the Intended Improvements and the Intended Use. (c) The execution and delivery of the Agreement by Buyer, Buyer's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Buyer is at present a party or by which Buyer is bound; and (d) No other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. 4. REMEDIES If Seller defaults under this Agreement, then Buyer may either: (i) terminate this Agreement by written notice to Seller, whereupon the Escrow Deposit (less the Independent Consideration) shall be immediately returned by the Escrow Holder to Buyer, and this Agreement and the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. If Buyer defaults under this Agreement, and such default is not cured within thirty (30) days following the date of Seller's written notice of default to Buyer, then Seller may, as Seller's sole and exclusive remedy under this Agreement by reason of such default, terminate this Agreement by written notice to Buyer, whereupon the obligations of the parties hereunder shall terminate (other than those obligations that expressly survive a termination of this Agreement) and the Escrow Deposit shall be delivered to Seller as full compensation and liquidated damages under and in connection with this Agreement, and in such event, Buyer shall not be liable to Seller for monetary damages except for full payment of the amount of the Escrow Deposit due at the time of termination and forfeiture of said Escrow Deposit to the Seller. Under no circumstances shall Buyer be entitled to a refund of the Proposal Deposit, which shall be retained by Seller. 7 5. RIGHT OF POSSESSION Seller hereby grants Buyer and its representatives, agents, consultants and contractors, physical and legal possession of the Property effective as of the Close of Escrow. 6. AS IS CONDITION Buyer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property with regard to any physical condition or state of the Property. By completing the purchase of the Property following its Due Diligence Investigations, Buyer evidences its unconditional acceptance of the condition of the Property. Buyer acknowledges and agrees that Buyer is purchasing the Property on an "AS -IS," "WHERE -IS" basis. Buyer is not offering to purchase the property based on any representation by Seller or Seller's agent except those expressly set forth in Section 3.1. Buyer hereby acknowledges that the purchase of the Property is without warranties of any kind from Seller, expressed or implied, except as expressly set forth in Section 3.1, as to the condition of the Property or its improvements, if any, including, without implied limitation, soils, access to the Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the Property. Seller does not warrant that the Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. MISCELLANEOUS 7.1 Notice Any notice to be given or other document or documents to be delivered to either party by the other hereunder may be delivered (a) in person, (b) by overnight courier, (c) by facsimile or as a PDF or similar attachment to an email (provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (a), (b) or (d)), or (d) by United States Mail in the State of California, duly registered or certified, with postage prepaid, and addressed as follows: Seller: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council Copy to: Executive Director of Public Works Agency (at same address) 9 Buyer: IAS Management 25 Brookline Aliso Viejo, CA 92656 Any notice or other document sent by personal delivery, overnight courier or registered or certified mail as aforesaid shall be considered to have been effectively served or delivered on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile or email (provided that if any notice or other communication to be delivered by facsimile or email attachment as provided above cannot be transmitted because of a problem affecting the receiving party's facsimile machine or computer, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non -business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. 7.2 Time of Essence Time is of the essence with respect to each and every provision hereof. 7.3 Assignment Neither this Agreement, nor any interest herein, shall be assignable by any party without prior written consent of the other, non -assigning party hereto. For Seller, the City Manager or designee shall have the authority to review and approve or deny any request for assignment. 7.4 Governing Law All questions with respect to this Agreement, and rights and liabilities of the parties hereto, shall be governed by the laws of the State of California. Venue shall be in the County of Orange. 7.5 Inurement Subject to the restrictions against assignment as herein contained, this Agreement shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. 7.6 Attorney's Fees In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney fees and costs. 0 7.7 Entire Agreement The Agreement contains the entire Agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. 7.8 Additional Documents All parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement. 7.9 Authority to Execute Agreement The persons executing this Agreement and the instruments referenced herein on behalf of Buyer and Seller hereby represent and warrant that such persons have the right, power and authority to bind Buyer and Seller, respectively. 7.10 Counterparts This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. [SIGNATURES ON NEXT PAGE] III SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE ASSESSOR PARCEL NUMBER(S): 004-122-39 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: CITY OF SANTA ANA, a California charter city and municipal corporation By: Kristine Ridge City Manager ATTEST: sor Daisy Gomez Clerk of the Council APPROVED AS TO FORM: By. !►�. JdAn M. Funk Assistant City Attorney BUYER: IAS Management By: 11 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY All right, title and interest of Seller in and to that certain real property located in the City of Santa Ana, Orange County, California, described in the following exhibit A & B: [attached behind this page] Exhibit A In the City of Santa Ana, County of Orange, State of California, being that portion of the South 8 feet of the East 120 feet of Lot 1, of Tract 933 per Map filed in book 33, page 1of Miscellaneous Maps, in Office of the County Recorders of said County, Together with those portions of the South half of Lot 3,'and all of Lots 4.and 5 of Tract 671filed in"book 24, page 32 of Miscellaneous Maps records of said County; Except that land described in a Deed as Instrument Number '%ol5ooQ jY936-2-, official records of said County. Containing:7608.0 square feet, more or less. Subjectto all Covenants, Conditions, Reservations, Restrlctions, Rights of Wayand Easements of record, If any. All as shown on Exhibit 8, attached hereto and by this reference made a part hereof, Prepared by me, or undermy directionon— 4"t vyl John M. Gonzales, PLS 9065 Page 1 of I EXHIBIT 'B' SKETCH TO ACCOMPANY LEGAL DESCRIPTION PRC�I (8) B FEET OF TIME (E) 120 ri.:E T OF LOT i TR 933 fR4 "ruzzV, it (50,) IV I - - - - - - - - - -- mi 1 (30') (s)YlO1- LOT 3 n N LOT 5 N 1 W r ti II �co NI N N 1 U' j o vl a1 O I- ' I N Zt I I 64' CCNCENiRlC m I C • I I(30' I _ _ _ ) p C3 p 14D.92' .__--------------------'-------- N 89°31'30 W 9 TH STREET 24 21' I PARCEL 4 I MI TS 6 C I I PUBLIC STREET R/W PER I NS T. N0.2915oco'l q 9 36 C1 C2 A = 7°O1'S5, A = 88°43'57" R = 95.00' R = 43.00' L = 11.66' L = 66.59' ( ) = PER TRACT 671, MM 24/32. C3 0 = 141"50'57" R L = 12.38' w W F O rc BASIS OF BEARING = BRISTOL STREET WIDENING PHASE 3 PROJECT 13-•6792. PAGE 1 OF 1 EXHIBIT "B" GRANT DEED (TO BE EXECUTED) [attached behind this page] A-2019-215 When recorded, please mail this Instrument to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by The City of Santa Ana per Govemment Code Section 6103, 27383. USE �UUI� SPACE ABOVE THIS LINE FOR RECORDER'S TAXES APPROVED AS TO APPROVED BY DESCRIPTION DISCRETION A.P. Rn MAP PARCEL FORM DY ATTY. DIRC'TOR WRITTEN BY CHECKED O.R. NUMBER NUMBER NUMBER 004-122-39 R2 DEEDNUMRER 908 N. BRISTOL STREET 8740 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The CITY OF SANTA ANA, a Charter City and Municipal Corporation duly organized under the Constitution and laws of the State of California hereby GRANT(s) to: IAS Management, the real property in the City of Santa Ana, County of Orange, State of California, described as follows: See Exhibit "A" attached hereto and by this reference made a part hereof, and as shown on Exhibit "B" attached hereto reference only. Dated: !/ Zb Dated: / �/ ��19 By:�i r/ Kristine Ridge 17 City Manager, City of Santa Ana Attested by: By. t, , PITaisy Gomez ' Ity Clerk, City of Santa Ana WNW EXHIBIT "C" INTENDED IMPROVEMENTS [attached behind this page] i HOSZH'tl0'3019a3n1a '3AVVMOl01Bfi09 - S- LU96 V3 V'S'19 avC •M 06l J H VE leiftly 1008-E6E (wlto -.)NI s1NBW1SanNlvwaoev7 NOI8300NVONI14:0 SSOON Wtl3a0 'V0'tlNtlV1NVS '011 iN3W34)YNVW SVI NV1d US gg a3NOIB3tl 101aMB'N BOS :OdNI M13NMO Id.0.0u za d C oo k H L.---.--.----------------------------------- - ____._._._. 7d .A'sm is �olsiaa CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califor�nia� County of l JU a \,2� ! f On i ttvl IxY- \? ,20\ q before me, �L�� I tL..A-,V.IOt t C) f Q�i CSiCl121 i i7J bit L Date 4fere Insert NoMe and Title Office personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. I ANGELA M. MAYNARO Notary PutnicCalifornia CMy Orange county Commission = 22806Q Comm. Expires Mar 12, 2o23 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: G, ✓A IAzL BEd Q I__L4 Document Date:��2�Zt�t i Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signers) Signer's Name: atv tsh�r 12.au"A ❑ Corporate Officer - Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator /Other. oioi,e Signer is Represe tang: R Public Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: ae�s 02018 National Notary Association