HomeMy WebLinkAboutRIF40, LLCINSURANCE NOT REQUIRED
WORK MAY, k&R§L9AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY
CLERK OF THE COUNCIL AND BILATERAL ESCROW INSTRUCTIONS A-20 22-215
DATE: THIS AGREEMENT (hereinafter "PSA" or this "Agreement"), entered into on OC4012E�T 15 °�?
h, 2022, between the CITY OF SANTA ANA. a charter city and municipal corporation duly organized u der the
Constitution and laws of the State of California (hereinafter "City" or "Buyer'), and, RIF40, LLC, a California
limited liability company (hereinafter "Seller"), regardless of number or gender:
0
> THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject
z to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to
purchase from Seller, that certain real property (hereinafter "Said Real Property" or "Property") legally
described as foll ws:
O: PLJA (/rmai 3 >Z
SEE EXHIBIT "A" —Legal Description
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 4404 W. 1st Street, Santa Ana, CA 92703)
(APN: 188-021-08)
Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following
terms conditions, promises, covenants, agreements and provisions, to wit:
1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the
office of Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, California, within thirty (30)
days from and after the date on which the City has approved this Agreement. The City shall approve this PSA
by December 7, 2022.
2. Title to be Conveyed. Seller agrees that except as may hereinafter be otherwise expressly provided,
said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions,
restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether
monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or
defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to
said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further
agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition,
restriction, reservation exception, easement, assessment, profit, limitation, encumbrance (whether monetary
or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in
title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be
conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to
convey title as hereinabove provided.
3. Title Insurance. Seller agrees to use commercially reasonable efforts to deliver to City, concurrently
with the conveyance of said real property to City, within the time and at the place hereinabove specified for
said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title
company, with the City therein named as the insured, in the amount of $10,500,000 (Ten Million Five
Hundred Thousand Dollars) insuring the title of the City to said real property is free and clear of any and all
conditions, restrictions, reservations, exceptions, easements. assessments, profits, limitations,
enarnbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold
interests), liens, clouds or defects in title excepting such specific ones as city may hereinafter expressly
agree to take subject to Acceptance by City of any such policy of insurance, whether such insurance
complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to
such insurance as is herein required or Seller. nor a waiver by the City of any rights of action for damages or
any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title
insurance as required in this Agreement.
4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd.
Suite 200, Newport Beach, California, (the "Escrow Agent") within five (5) days from and after the date on
which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the
City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the
opening of the escrow. Escrow to close within thirty (30) days of the City's execution of this Agreement. If
escrow is not in a condition to close by the close of escrow, and failure to close is due to unforeseen
conditions of title or interest of third parties in the Property that cannot be resolved in escrow, then Buyer
may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited
into escrow. Thereupon, all obligations and liabilities of the parties under this Agreement shall cease and
terminate. If no such request is made, escrow shall be closed as soon as possible thereafter. Buyer shall be
entitled to possession of the Property immediately upon close of escrow,
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of
this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated
herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of
this Agreement, shall carry out its duties as Escrow Agent hereunder.
Seller shall pay (a) the fees of any counsel/real estate agent representing Seller in connection with this
transaction, (b) one-half (1/2) of any conveyance fee, transfer tax, documentary stamp tax or similar tax
which becomes payable by reason of the transfer of the Property; and (c) one-half (1/2) of any escrow fee
which may be charged by the Escrow Agent or Title Company. City shall pay (a) the fees of any counsel/real
estate agent representing City in connection with this transaction; (b) the fee for the title examination and the
Title Report, (c) the premium for the Owner's Policy of Title Insurance and any endorsements to be issued to
the City by the Title Company at Closing; (d) the cost of the Survey, if needed; (e) one-half (1/2) of any
conveyance fee, transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the
transfer of the Property; (f) the fees for recording the deed conveying the Property to the City, if any; and (g)
one-half (1/2) of any escrow fees charged by the Escrow Agent or Title Company. All other costs and
expenses incident to this transaction and the closing thereof shall be paid by the party incurring sarne.
5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which
said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid
in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of
California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of
the State of California for that portion of property taxes on said real property for said fiscal year which have
been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that
portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded
and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State
of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property
Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written
request, Buyer shall assist Seller.. at Seller's sole cost, in obtaining said refund, if any; however, in no case
shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of escrow.
All unpaid taxes on said real property for any and all years prior to the fiscal year within which said
conveyance is made shall be paid by Seller before conveyance of said real property to City.
6. Pavment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City. as
and for the full purchase price for said real property, the total sum of $10,500,000 (Ten Million Five Hundred
Thousand Dollars). City agrees to deposit said purchase price in escrow with the Escrow Agent within
THIRTY (30) days from and after the date hereof, and the Escrow Agent is hereby authorized to pay the
same to Seller upon and after:
(a) Recording of a Grant Deed conveying said real property to City;
(b) Delivery to City of (or commitment to deliver) the policy of title insurance as hereinabove
provided-
i. Possession. Seller agrees to deliver to City, on [he date the Grant Deed conveying said real
property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by
Seller of all personal property.
a. No later than fourteen (14) days after the close of escrow. Seller shall have removed all
merchandise, inventory, equipment, personal property, and/or removable trade fixtures from
the Property. Any merchandise, inventory, equipment, personal property, and/or removable
trade fixtures at the Property as of fourteen (14) days after the close of escrow shall be
deemed abandoned by Seller on that date.
b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the
Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or
Sheriff of Orange County to take physical possession of the Property in favor of the City.
Seller waives the right to have the City file an unlawful detainer action, as well as waive the
right to any hearing or any requirements for an application by City to obtain the Writ of
Possession and/or Assistance and waives any and all rights to object to the issuance of said
Writ if Seller does not vacate the Property by fourteen (14) days after the close of escrow.
S. Rental and GcCUpancy By Seller. Intentionally deleted.
9. Waivers, The waiver by City of any breach of any covenant or agreement herein contained on the
part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said
covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein.
10. Weirs, Assic rr is, Successors -in -Interest. This PSA, and all the terms, covenants and conditions
hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective
parties hereto.
11. Time is of the Essence. In all matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall be of the essence.
12. Just Corn onsation. Seller acknowledges and agrees that said purchase price is just compensation
at fair market value for said real property and includes payment for fixtures & equipment (improvements
pertaining to the realty).
13. Acknowledgment of Full Benefits and Release.
A By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators,
successors and assigns, hereby acknowledges that this Agreement provides full payment for the
acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any
claim for compensation for injury to the remainder ("severance damages"); precondemnation
clarnages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of
any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the
realty damage to or loss of machinery, fixtures, inventory, equipment and/or personal property: any
right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion
of the Property . or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil
Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure
section 1245 245; any right to enforce any other obligation placed upon Seller pursuant to Code of
Civil Procedure sections 1245,245, 1263.025 and '1263.615; any other rights conferred upon
Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.6,15 and 1263.025: and
attorney's fees and costs. This release shall survive the Close of Escrow.
This acknowledgment and release shall survive the Close of Escrow.
14. Notices, The mailing address of the City of Santa Ana is 215 S. Center St (Admin Bldg. A), in the
City of Santa Ana 92705, County of Orange, State of California The mailing address of the Seller is RIF40,
LLC, 269 S. Beverly Drive #1674, Beverly Hills, CA 90212.
16, Excefrtions. City agrees to accept title to said real property subject to the following: all easements of
record.
16. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of
their Agreement.
17, Hazardo-(ts Waste. Neither Seller nor, to the best of Seller's knowledge, any tenant, occupant or
user of the Property used, generated, released, discharged, stored. or disposed of any hazardous waste,
toxic substances, or related materials ("Hazardous Materials") on. under, in, or about the Property, or
transported any Hazardous Materials to or from the Property. Seller shall not knowingly cause or permit the
presence, us(-.,, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in,
or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous
Material" shall mean any substance, material, or waste which is or becomes regulated by any local
governmental authority, the State of California, or the United States Government, including, but not limited to,
any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or
"restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of
the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined
as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20,
Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", 'hazardollS substance", or "hazardous waste" under Section 25501 of the California Health and
Safety Code. Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv)
defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division
20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos (vii)
polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous"
pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated
as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined
as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.
56901 et sect (42 U S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U S.C. S960I et
seg (42 U.S.C. S9601). —
18, Compliance With Environmental Laws. To the best of Seller's knowledge, the Property complies
with all applicable laws and governmental regulations including, without limitation, all applicable federal, state,
and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental
matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control. Solid
Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response
Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and
ordinances of the city within which the subject property is located, the California Department of Health
Services, the Regional Water Quality Control Board, the State Water Resources Control Board. the
Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus.
19, Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any
clairn. 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 (i) the
presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under. in or
about or the transportation of any such materials to or from. the Property. or (ii) the violation, or alleged
violation, of any statute, ordinance, order rule, regulation, permit, judgment, or license relating to the use,
generation, release, discharge storage, disposal, or transportation of Hazardous Materials on. under. in or
about. to or from. the Property. This indemnity shall include, without limitation, any damage, liability fine,
penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
personal injury (including sickness, disease, or death, tangible or intangible property darnage,
compensation for lost wages, business income, profits or other economic loss, damage to the natural
resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect
on the environment), This indemnity extends only to liability created prior to or Lip to the date this escrow shall
close Seller shall not be responsible for acts or omissions to act post close of this escrow.
20. Continctencv. It is understood and agreed between the parties hereto that the completion of this
transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the
City herein. The execution of this PSA and the delivery of same to Escrow Agent constitute said acceptance
and approval
21. Modification and Amendment. This PSA may not be modified or amended except in writing signed
by the Seller and City.
22. Partial Invalidity Any provision of this PSA that is unenforceable or invalid or the conclusion of
which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the
remaining provisions of this PSA shall remain in full force,
23. gaptitgn . Captions and headings in this PSA, including the title of this PSA, are for convenience
only and are not to be considered in construing this PSA.
24, Governin Law. This PSA shall be governed by and construed in accordance with the laws of the
State of California.
26, No Reliance Fay One Party On The Other, Each party has received independent legal advice frorn its
attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The
provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon
any attribution to such party as the source of the language in question.
26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person
or entity has or shall acquire any rights hereunder.
27. Du To Congorate Further. Each party hereby agrees that it shall, upon request of the other, execute
and deliver such further documents (in form and substance reasonably acceptable to the party to be charged)
and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and
conditions of this PSA, without cost.
28. Applicability of Agreement To Assipnees, This PSA shall be binding upon and shall inure to the
benefit of the successors and assigns of the Parties to this PSA.
29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein
below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and
shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in
the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this PSA.
IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above.
SELLER: RIF40, LLC, a California limited liability company
Date: ®G�� r 15 , 2022
Its: /'V j a0 l z<'a
City/Buyer:
City of Santa Ana
Kristine Ridge
City Manager
Attest:
Daisy GomezAfCity Clerk
Approved as to Form:
John M. Funk
Sr. Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Executive Director
Public Works Agency
Date: 2022
Date: �t�, 2022
Date: October21, 2022
to: \A 1 'L
EXI4IBIT "A"
LEGAL DESCRIPTION
EXHIBIT "B" (Fidelity National Title)
GENERAL ESCROW PROVISIONS
1, DKPOSR' OF FONDS
l w U" Wimp "IT Me 04hw:sal l of Bands mquires thal all Fund he availuhk or %%khAnwal a, a manor of right by the utic awyQ awn,
andhn' ub escuv. ;mcounI prior to dNorse nnanl or any rands. of, ll mire- IIan'reIIal fund, eon be given iIinInedizile ill in oblliIy upon deposit.
Cashier's checks. teller's checks and Certified checks may he ambble one busina,s day nner deposit. All other Pmtils such as parsonul. corporate or
parota,hip check and OWL am subject in rimmWol'y holding. pa'iocls "hkh nap cause material dolnys in disburson em or fund, in this esov". In
order l" avoid cklass. ail liadings should be wire transferred. Outgoinv- wire transfers kill not be authorized until continnatiou of the ro1wetive
incoming"AV translk or (11 o uilabili; ordcposited Chars.
Deposiul' fiat, into geuerel escrom from account urnk" i imnsial tAmmko You may h n'un liscrum Holdcr to deposit your ftmd, iota an
interest barring sa mm by signing and returning the'9 wet" Instruaions - Inlewsl Bearing Accoum", which Ills been providad to you. II you do
not so instruct as. Ilion all funds received in AN escrow ;hall be deposited with other "mom funds in one or more general escrow bast aceoums,
which include both non -interest belting demand aeco m s and other depositary accomtts or Escrow Holder, in any state or national bank or sinu ings
aml loan association insured by the Federal Deposit Insurance Cm D1111ha (the "depository institutions") and My be transferred Al any other such
escrow trust itear.nms orFsdrow Piolder or one or its afnfiaws, either within or onside the Slate d (Wilhmia. A general escrow Vol uccomm is
restricted and protected against Who by who parties and eraditors of I'Wni" Holder and its allilintes.
Koch of benefit by Escamc" Holdcr and allilimes. I he parties m 04 escrow acknowledge that the mainfamnee orsuch load exam" oust
accounts wills sonny deposiuuy institutions nosy result in Escrow Holdcr or its affiliates being provided mdi an mray of bank <erkices,
aeconunodstions or other benefits by the d¢posiforp instiuninn. Some or all of shwa benefits nay be cmnsiderecl interest clue wu under t.}difbrnia
Insurance Code Scamn 12-113.5. Escrow- Holder or its alliliates also may elect to after into ether business transactions with or obtain loan, for
imesunemt or oilier purposes li'ann the deposit rinstitution. All such sere Ices. wconunodations. and other balCrIS Shad accrue to Iseroa Flulder
or it+ affi etc, and F.scruw I latch' shall here no obogmion to acn onl to the panes fo this escrow for the %aloe of such services. na'onhmudmion.s,
interest orothcr banclit,,
Said Curds kill tot ciao intrrast unless the in,u'uctiuns otherwise spailicully slaty than flats shall be deposited in an interest -hearing amount.:MI
dkburscmans shall be made by check of Fidelity National Tide Company. [Ile paincipak•- ro this csm'ow rev Ineraby outirod that We ltn(Ia
deposited heroin are insured only to the limit provided bo the Federal Deposit Insurance Corporation. Any instruction for bunk wire will pruv ide
reesonahle lime (itnoticelot F;crow Holder's compliance with such instruction. Escrow Holder's sole duty and mWonsibilin shall k to Irluce said
wiro transfer insu rokis with its wiring hmtk upon comhmmjon of (I I a0dacrum okonditions precedent or (2) document recordation at close of
escrow FsmIw I ]older grill NOT he held responsible for lost interest due to wire defnys causal by any honk or the Finer it Rexene Sy Nam. and
recunnncnds thin .III parties make themsekes aware ofbanking regulations with regard to placement of wires.
In the aeons AM is insuRkWER time m place a wile upola any such conrinu mion or the wires have closed For the day. the parro, agree It, provide
"linen Also notions Ira' an alternative method or disbursement. wrriIO 1'[ AN ALTERNAfIVI3 DISBIJRSEMLN"IINS I'RtIC'IION. I-UNDS
WILT. BE HEWN TRUST IN A NOWNTLRCiST BLARING \CC'(UN'r UN fll,TFIF NEXT OPPORTLNII Y P(')I't WIRL PI VC'G1iI:N I
2. PRORATFOss AND ADJUST AIENT-S
All pn4skins andoradjustnhrnis called for in ON escrow are ut be made on Me basis or a thirty (30) 6y month tm Ws mhenOw instmgal in
writing. Ybn are bl u,c inlimualion contained on Iasi mailable Is% stamoiall. renal >talancul as pros ided hr the Seller, beneficiary's statement and
AN ins urvince policy d0ri e ed into esero" for file proialions pro\ ided it r herein.
3. SUPPLE.)AL N I'AL 1'AXES
rho within described propcn; mac he suh,jecl to sopplcnemal real properly tries due to the change or ownashp inking place through this or It
previous escrow transaction. r\ny supplanonlal real property taxes arising as a now or the transfer or we proper; W Buyer Anll be Ac sole
respon,ibibn of Ituya' and ,my supplemental real property taxes arising prior to the closing date shall be (lie sole nsponsibilily of the Setia, TAX
BILLS OR W FL NOS ISM't 1) AFTER CI (NI:OP Lot ROV% SNAI I. BF I IAADLFD DIRECTLY 13FFI WELN If[YLR AND SFL.LLR
•1.1 FILI IES11'OSSESSION
I -ran,I r of utiliuc, and po,.,c,.inn of the pranises are to ire sculled by !hc parties Jirccfly and outside esavw.
5, PREPARATION AND RE:CORDATION OF INSrFRUNIENTS
Escrow Holdcr h mohorized to prepare, obtain. record and deliver Me necessary Asnvinems to carry out the lawns and conditions or ow mao%v
and nt order (Ile policy of lisle insurance to he ksuod ;it close of escrow as called for in these instructions. Close or escrow shall Inman Ihe date
insu•umans are recorded.
I At I HORIZA IIO:N TO FFRNISH COPIL:S
You arc nwroriced to arm copies d.hex instruction. suppfemem,. amendmcm4 notices or euneolusm an -.I closing suvanonts. to the Real
f:slate Broka(s) and Landar(,d named in this escrow.
;V1la,U i'I m hl,m Priwcti i Intl Eno -ANlbe
P looms o IDSI R.e D� Ica I") P.,_c I
7, RIG IMM OF C'ANCELLA-I'ION
Any principal hNILIeang you w cancel this escrow shall file notice of cancellation in your office in evritiny. You shall. within ueo (2) working Jays
l'terca ner, delive, . ono copy orsuch notice to eneh of die usher immeipa6 mat To addresses staled in this cwruw. UAL L.SS
\VRI I I LN 013.11-.CTION 70 C'ANC ELL -A IION IS PILI`) IN YOUR OFFICE Its' A PRINCIPAL AAIIT IN I LN (10) DAYS V1 I I.R 1) C I I Of
SUCH DELIVERY. YOU ARE AUTHORIZED TO COMPLY w'ITIi SUCH NOIICL AND DEMAND PAY,AIkNI OI YOJJR
CANCLLLATION ClJAWIFS. If wrillen objection is fled. you are authorized to hold all many mad instruments in Ibis escroet and We no
furthor action until otherwise directed. either by the principals' mmual wriucn Instructions, at by final order of a court of competent jurisabctma
8, PERSONAL. PROPER'l Y
No esamination or insurance as to the national or lay inva of pasunal piolml) tii ws is required unless <pccilieally requested.
By signing these Ucnerul I'locisiuns. the panics to the wav" hereby mekno+cie le Out they me indemnify ing To Joao" Bolder aeainsi my and
all mmuers relating to any "Bulk Sales" requirement,. and instruct Ewrtm ,Agent Io proceed m uh the closing of wrote "Whim any eonsid wwm of
matter of any nature aahntsoecer regarding "Bulk Sales" being Iumdled dwmyh escrows.
9. RIGHT OF RESIGNATION
I:Sam, I-lolder ha, the t ig.hl to resign upon Ie alum nudee delivered to the prineipub herein. If such right is exehw? all funds and docu mms ;hall
be Nion nol to the party uhl' deposited them and ESCl•aw I IOlde' Shull hilt e no linbill) hereunder.
10, AL fHORIZATIO.N TO E\E(XTE ASSIGNMENT OF ITAZARI) INSURANCE POLICIES
L-zither Buyer. Seller mad/or Louder may hand you the insurance agent's name and insurance policy informtuion, and you are to mccule. on behalf or
Me principals havlo. form assignments of interest in any insurance policy (other than title insurance) called for in this escrow, forward nssipnmont
and policy to the insurance agent, requesting. Ihat the insurer consent a> such u-ansfer and/or attach it loss payable clause anchor" such other
anlorsements as may be requiraiL and lm o,ard such policy(s) to the principals availed thereto. It is not your responsibiliq to verify the in mmalimmil
handed you or the assignability orsaid incur inee. Your sole chug is to foneard said request to insurance agent at close of esa•use.
Further. [here shall he nu responsibility upon the part of Isarow I bolder to ratem hazard insurance policy(s) "porn expiration or olhenviw "q it in
force either duaine or subsequent to the close of escroo. C'"ncellautal of any axiating hazard insurance policias is to be handled diicaP by the
principals, and outside of acroay. .
I L AC -I -ION IN INTERPLEADE.R
fho principal h iew expressly agree dial con. as Want Holder. have the absolme right at y our election to tale no action in incipleader requming
[lie principals to a-tscecr and litignte their saver.[ claims and rWih wrimy Tonwhes and you are nuthorized to depodt kith the cle'L of roa.o al
all docnmenb and burials held 'm this Comm In Lit man well action filed. We principal jointly and saerahy agree: to pay y ea' am"JI.aion
charge, and cosh. ecpcnse, and reasonable nwrncy's f_e, aehirh you sue raqurrol to expend or incur in such interpleader action. the a l.oula
dwro l to be fixed and juti!.meat aterefora to be rmtde•el by the court. L:pon Me tiling of ueh action, you shall thereupon be fully Nichol and
dischar;red tom all obligations imposed by the terms of this ea'ow or ahe'wise.
12.1110MIN MIONOF.-AGENCYOBLIGATION
If Ihew A no norm taken oil this vaou within six (6) months alier the "time limit date" as set forth in the aertm insuvedons or written emulsion
(hoar your sgecex obligaion :hull ter nmaw at your option and all Anintems. monies or other items held by )on shall be returned to the n awes
deposit ng sane. In the exem orcancellation of this aseam. whether it be at the request Oran of the principals or otharwisu- the fees anJ ;It:,rvos
due I i•delity National Fills Company, including espetJiunes hwured a lyr auhoWl shall be borne equath by the pmtie, hereto iunlcss
"them ix: agreed m spccifiadlyl.
11 CONFLICHNG INSTRUCTIONS
Upon receipt o(m y anilic by instructions, you are to take no action in eounection with this escrow until nun -conflicting instructiuns are naha
Mann all or se principals to this cane (mjject to sections 7. A 11 and 12 whore).
la, DL AVERNiRFCL IPI
DelW to princpals o, used in these imtruruons owes ober"Ke s wd boom Is to be be hand io person to the principal. raeulnr nntil. CmjI or
Ile. to .my of the amino iutorniation provided in those insu'uctlons. 1I delivered by regular mail receipt is dultnnnttCl to be '2 hours attic' inch
moiling All documents, hala ws and suuanxnts due to the undarsigied may he deliveed to the contact information shoon heein..All notices,
chat'tge of insavcuons. cumnnmications and documents are to be delivered in %all ng to the off ice of Fidelity National Tille Company as at forth
haem.
15. SI 0'E/F'EDFRAL ( UDE. NOT 'IFICA (IONS
\ccarc.ne to I v.! of I .ate. r SClier. uLcn al'plicahlc e,,ll be rtquir... to aanpiee a sale. :ietivity report that a ill he milked to "clam" 1 11)99
,tatai.:a to the 1: [canal R; .1 nc fen ice.
Comm Am Worm Printed: UPOUDI 12.00 Ahl by Ill
QUDUD'n(DSI Rat 051907) Puyt2
Pursuaun to State Lair. prior to the crow al'tenor, l3u,er will provide mm, I bolder oab it Preliminary Chnngo or Om acrshiI) Report ha ate
accnl sail report t, not handed to h:arMv 1 I0IJer 1101 submission to the ('on a) in o Inch subjw property is Itlealul. upon recording or IhC Grant
Geed. Mayers act.I IimIedRe IIat [Ile itpp] ica WQ tree mill he a,sc,a,l bs ,md Uounh anJ lisp-om I bolder shall debit the aeeounl of I3tn er for .roue at
cow, ewroo,
11 NON-RESIDENT 110F Ni
Ilse I-weign hnc.uncm in Real Property 1 .as ,NCI tHRP fA 1. Tide 26 1 S.C.. Section 1-1.15, and the regulations there under, provide in part, unit n
11'0115lel CC (buyer1 of it U.S. real property imeresl I'rolo it foreign person must oilh hold it ,uauton percentage or the tumount realized on the
disposilion. report the transaction and remit the withholding to the Inta'nal Revenue Service (IRS) mllhin twenty (2(1) dnys abler the Innate].
fidelity Natimud Tille Company kill not deta'ndno nor aicl in the delaalinaliun urwllether the FIRMA withholling provisions um applicable to
Ih,r MT CC1 true; 01011. nor .mt as a Qualified Substitute under state nr federal Iona. nor furfli,h tax adcicc to any party to the nansaciiow I-i.laliIY
Notional I ills C ontpruly twill nob determine not nil in Ore do wmAration oft+halwr HIS tramnctiun m ill qualifs lot' an caception or an e,cnaption
and in not respon,ible bar the Kling ofany tax forms with the IRS a, they relam to HRPIA• nor I'esponsihle bur collecting and hulAT oluuy
docum.anniou hoot the buler or yeller on the buyeCs behalf for the purpose orsuppuning a claim oran eaceptiun or exemption_ fidelity National
rille ( onlpan) i, not an agent I'ur the buyer for the purposes or receiving and analyzing any evidence or documenmlion Ihat the seller in Me
subjOCI transaction is a U.S. citizen or residonl nlien. Fldehty National Title Company is not responsible rim the puynwnt orthis tax and/or powky
ambor interest incurred A curomwion therewith and such taxes arc not a matter' a„erod by the Owner's Pulley olT10c Insurance to be issued to the
buyer. fidelity N'ntiounl'ritle Company is not responsible for the completion or any IRS documents or related forms mWmd to the eel mwa d
sunule the bu)o is out iced. they must independently nndte a dererminalion of oheilter the contemplated transaction is sul,jecl to the o ithnolding.
requn C1110nt: hear full respon,ihility ror compliance with the ,Jllaholding rcquil eland ill applicable uullor run pnynwut of any teamvro,a.
pcnohir, andm other cxpcn.,e, thin nun be due on the ,tl Yci u'tm, mlart: and they are nesponsiNe for the Cauapletion of any aml W, loans.
uldmi q but own limited to applicable IRS documenlmiotl, and the mailing 01 those farms. the lime] is adtlxd any Ibrin,, doCall,ra, or
inliu'nl.airnl mveked from fidelity National Title Company is not un at, legal ;advice and should not be consoucd as such nor tmulal as it
complc2 repleaanla 011 of FIRPTA requirements. Buyer should seek outside counsel Ban it qu<lilied inditidual to determine aul alnl all
implications oI in,: rclarcneed ,name.
17, ENCUMBRANCES
r. a'Jm I -bolder i> Io act y,m may snttauatnu furnished by a lienhokki or hie .gtent oithout Iiabili) or respomi dal for rho amuse, of such
aalcmina..1n, adiueunCnl, netts]) wCousc of a discrepancy hcloeen the iurulmalion burnished F.scroo holder and am amount Intel'
derennivad a1 he Correa l shall be scaled hameen 0tc parties direct and outside oreserotc.
You arc nulhoriicd, of hhout the need for fur0ur approval. w debit my accounl Day lees and charges that I hate agreed to pay in conn&iam "all
this esavw, and in any an cams that I will obligated to pay to the holder of rmy lien or encmnbrnnee to establish rho title as insured by the pulley of
title inamuce called for in these instructions. If for any reason my account is nut debited for such amounts at the time orclosing. I alum, to pay
dwu ionmadialch upon demand, or to reimburse nay other Pascal or couly o-ho has paid them.
IN, ENN'IRONMENTAL ISSUIiS
Fitlelily Natlonul Title Company bus made no jntestigation emwerniny suid propcl'ty as to haste issues. Any the joya we
required or needed m determine environmental impact as to rornts of mxificatiou. it applicable. will be done direot aml by pnincip h, omM& of
estrum Fitlelily National "title Company is released ornm responsuniil) and/or liability in connection thereo ail
It LSl RN'
Haim, Horde, n net la he umcerned pith sum question, of Lmta in ,buy loan ,aencumhrmee imohed in the PraaCssing (1I this earn, and is
herehy ,vleolcd Ulan, responsihilhl or It.thiliry diciefore
20, DI`,C IA)SL RE
N scrod Holder/ l,nool Q or mowers aRoung the prupea'ty. pnnkkd .uch nnu, do not pwvent ciallohn1XV owl these ill1lruClious. sw nut
create um habilit, of dtas in addition to Ihesc instructions.
2L FACSIMILE ELECTRONIC SIGNATURE
Incrop Holder i, hereby authorized am1 Bummed that, in the c, enl gym, party utili/cs electronic or " lacsintile" Iransnaiued signed dean uwars or
instructions to 1'.a:RM I101der. you are ua rely on the same 1'ar all cscruo inemawn purpose, ad the closing of eaacru as if My hate uriainal
siluoun -c,. , I leenonic Situ azure" meals. as applicable. an clecutnlic copy or signanue Conph ing with (. alil'ornia I.ao. _
22. CLARIFICATION Of DUTIES
fidelity National 'title Company serves ONLY as an Escrow []older ill connection o hh these instructions and cannel gite legal advice
to tally malt) livrelo.
Isaoo Holder i. Col to be held accountable or liable Ibr the sufticictly on colleculess au la roan. nlannal' of cscanion. of ,alidin, 0f any
instalment dCpo,iw,I in this Callao. nor as to the idellut,. o lihoi al 0r rights ar m, person executing the ;ant. I am" I-loldor's Julia, hCreondcr
,hall b: limited I„ the proper haand Og of,mV homey and dw proper ,.akkeep: ap or such iu,uurwlaa. or other documenls I<Cei,ed h_..
Holder and G,r II 'Impo.'a. n ofsame in m onlance o ith Ow mrmen uotrucuon, a.':gxcd h, I ,cro„ I loklhu.
the agency and ,lobe. 0r G.erow I Iolder Curl uuenee only upon receipt of Copies of thC,C Earoo Itlin"0e(laaa5 Cxcrultd hs all panics.
General Pro,"I"ll, Noted I HMO[ I_'Oil Ald In Ih
EIQOn0 "!,IDSI Rr, U3.Iv1 i)
IQc 3
21 FL N'DS FIELD IN ESCRO\5'
WIwn ric company has Land, remaining in cwm" aver 90 Jays ukr close oresatm or estimated cbsc of escran. dw C mgam Shall
impo,c a month) holding In ors25.IS mat in to he charged aeeinst dw funds held q Jig Company.
I HIM ACJREIAII_N f IN AI.I. PARTS APPLIES TO, INLRES 10 l [it 111=;NLI I I OF. AND I11NDS ALL, PAR 104 HEREI U. I IIL.IR HFIRS,
LWAIEIAN Dh.VISW ADMINISTRATURS, LXLCUTURS SUCCESSORS AND ASSIGNS. AND WIlLNEVER'H H. CONTF.KI SO
REQUIRES Tllh.MASCULINE GF'NDL R INCLUDES I I16 I'LNIINI'NE, AND NCUTLR. AND THE SINGL:I_,AR NUNIHL(R INULUDI S Il lli
PLURAL 'II ILSI. IN'SfRI WAS AND ANY OTHER ANILNDMI.NTS :MAY HE GXLC'lnFD IN ANY NUMBER OF C OCN'I ERFAR IS,
FA( II OF IV III( I I Si ALI III -C'OINSIDF:RI'1) AS AN ORIGINAL. AND 1IF I rLC'I'IVL_,AS S(VI I
MYII(,NAI('RI I110FI(,(13NSI'IIII14iNSrRUt'IlON I)I>t.ROL Ik4DERO1-AI.L I110ISAND C'ONDIIIONS CON IAIVL'D
IN THIS AND ,ALL PRP( I DING PAGES AND FUR HIFR SIGNIFIES IIIAI I IIAVi READ AND (NDI%RSTAND 'I I IESF: (iI_vI.RAE
PROVISIONS
Fidelit) National 'ri(le Company condoels escrow husiness under a Certificate of Authority No 305350 issued by the (11il'mmin
Department orIasorance,
General I'm=11, Printad. I: 1,00011200AMb) Iti
I: OW%IDS!Rey 051917) Pnea4
When recorded, please mail this
instrument and tax statements to:
Clerl, of the COntl Cll
City ul'Sawa Ana
20 Chic Center Plazal, 1t-30
Santa Ana, California 92701
Frec recording requested by
TI-IF CI rY (m sA\TA AN A I'P.R
WVL[NNII �, I ( t 01: Seri aav 6 t03,
SPACE Ant)VE THIS LINT: FOR RI-CORDE.It'S USE
( VI I1U fLl A51'0APPROALO111 DI tiOtll"I IUA p6SCi411'I'IOS .A P 9 It N Vi U' PROM('I 10R\11tn krn wu ouuu-rue rre,IN In 0 H Khu.on IflS-II:1-0A N1 tun.R u
X w .
-1,104 R' Ist Street. Shia Ana k A 92701
GRANT DEED
FOR VALUABLE_ CONSIDERATION, receipt of which is hereby acknowledged,
RIF40, LLC, a California limited liability company
Do Hereby Grant to the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under
the Constitution and laws of the State of California, all that real property in the City of Santa Ana, Orange
County, State of California, located at 4404 W. 1 st Street, Santa Ana, CA 92703, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF,
Dated _jC6Vk4,- I �r 2 4) 2 2 - �^
RIF40, LLC, a California limited liability
company
By:_
Its: fFV tZ 1 �7w /
CALIFORNIA ALL-PURPOSE ACKNOWL DOMENT 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 Calijornia /( )
County of (�j�)
On _Pi i II ? e.2-2 before me, �,/ iko _ A1o4,<, _a f
Date
personally appeared
Here Insert Name and Title of the Officer tc
r^ l _
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be th person(s) whose name(s) is Ore
s scribed to the within instrument and ackno g§t�ged to me that(/she/they executed the same in
is er/their authorized capacity(ies), and that b I /her/their signature(o) on the Instrument the person(s),
r the entity upon behalf of which the person( )Icted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
p �, WITNESS my hand and official seal.
AFSHIN KHPPDAM
Notary Fublic California
7xkYt. Los Angeies County gam„....-------�
-;i- Si natur Commission A 2328029 1,
fAy Comm. Expires May t t, 2024 J _ r' Signature of Notary Public^
Place Notary Seal Above OPTIONAL
Though this section is 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:
Document Date: ____ i &I i .n2 Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
l Corporate Officer -- Titie(s):
Cl Partner — Cl Limited ❑ General
Individual ❑ Attorney in Fact
ITrustee ❑ Guardian or Conservator
Other:
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
J Partner — ❑ Limited i_7 General
0 Individual r Attorney in Fact
C1 Trustee L� Guardian or Conservator
10 Other:
Signer Is Representing:
02016 National Notary Association - www.Nationa]Notary.org . 1-800-US NOTARY (1-800-876-6827) Item #5907
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PROPERTY ANALYSIS
4404 W 1 ST STREET
SHEET 01