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Item # 13
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 20, 2022
TOPIC: Approve Appropriation Adjustment and Sale of Land
AGENDA TITLE
Approve an Appropriation Adjustment and Agreement for the Sale of Land from the City,
Generating $250,000 in Revenue for Bristol Street Corridor Improvement Project (Non -
General Fund)
RECOMMENDED ACTION
1. Approve an appropriation adjustment recognizing revenue in the amount of $250,000
in the Select Street Construction Fund, Sale of Land revenue account for Fiscal Year
2022-23 and appropriating the same to the OCTA Bristol Street Corridor
Improvements, Improvements Other Than Building expenditure account. (Requires
five affirmative votes)
2. Authorize the City Manager to execute a purchase and sale agreement with Charles
H. Mahn Family Trust for the sale of City -owned property located at 515 and 517 N
Bristol Street (APNs 008-081-26 and 008-081-28) in the amount of $250,000, subject
to non -substantive changes approved by the City Manager and the City Attorney.
DISCUSSION
The City is the owner of surplus real property assets and interests that were specifically
acquired for various street widening projects. Approval of recommended actions will allow
the City to sell such City -owned vacant property acquired with Orange County
Transportation Authority (OCTA) Right -of -Way restricted grant funds, and return
proceeds of sale to Bristol Street Improvement Project, and funding agency,
proportionally based on match requirements, consistent with Comprehensive
Transportation Funding Program (CTFP) Cooperative Agreement C-6-0069 between
respective agencies.
On March 5, 2019, the City Council authorized disposition of various city -owned
properties via the Request for Proposal (RFP) process and direct negotiations for sites
with substandard lot conformity. On April 2, 2019, the City issued Request for Proposals
(RFP) 19-026 that solicited the sale and development of various combined properties:
with existing residential, commercial, and professional office zoning designations. On
November 18, 2019, the City Council approved Purchase and Sale Agreements to
activate various City -owned vacant properties, and generate over $2 million in revenue-
Agreement — Sale of City -owned Real Property at 515 and 517 N. Bristol Street
September 20, 2022
Page 2
generating developments and new sales tax revenues with increased property tax rolls
and additional utility user taxes collected on an annual basis in perpetuity.
On April 21, 2020, the Santa Ana City Council adopted Resolution No. 2020-032
declaring the Property as surplus land and directing the City Manager to comply with the
requirements of California Government Code Section 54220 et seq. ("Surplus Land Act")
for the disposition of the Property. On April 27, 2020, the City released a Notice of
Availability ("NOX) of surplus property for a period of 60 days. This NOA was sent to all
"local public entities" as defined in the Health and Safety Code section 50079, within
whose jurisdiction the surplus land is located, and to "Housing Sponsors" that have
notified the California Department of Housing and Community Development ("HCD") of
their interest in surplus land. The NOA was also sent to local parks agencies and school
districts.
The properties were among those for which either no responses were received by entities
receiving the notices of availability or for which responses were received and good faith
negotiations ended after a period of not less than 90 days without agreement to price and
terms.
Due to the minimum square footage required for development under current zoning, the
remnant parcels located at 515 and 517 N Bristol Street (Exhibit 1) are deemed
substandard, and were thus previously authorized for direct negotiations accordingly. The
total combined area is approximately 8,965 square feet, is currently zoned for commercial
use, and with no independent utility, presents a challenge to market and sell. For these
reasons, staff proceeded with direct negotiations with Charles Mahn to facilitate a sale of
these properties that will be mutually beneficial to all parties (Exhibit 2).
Under the Santa Ana Municipal Code (SAMC) Section 2-706, surplus real property may
be sold (after authorization by the City Council) only to the highest bidder, subject to final
confirmation by the City Council and with notice of the sale given by newspaper
publication. However, SAMC Section 2-709, provides an exemption to this procedure and
permits a sale on direct negotiations without the need for public auction or competitive
bidding, when the authority to so negotiate has been granted by the City Council.
ENVIRONMENTAL IMPACT
There are no environmental impacts associated with this action.
FISCAL IMPACT
Approval of the Appropriation Adjustment will recognize the receipt of $250,000 into the
Select Street Construction Fund, Sale of Land revenue account (No. 05917002-57071)
and appropriate the same into the OCTA Bristol Street Corridor Improvements Fund,
Improvements Other Than Building expenditure account (No. 05917661-66220). These
funds will be available for expenditure on the Bristol Street Corridor Improvement
Projects.
Agreement — Sale of City -owned Real Property at 515 and 517 N. Bristol Street
September 20, 2022
Page 3
The table below summarizes the sales price per each of the surplus Bristol Properties,
with distribution of the estimated Bristol Improvement Project revenue:
Parcel ID
Sale Price
Bristol Improvement Fund
C-10
$250,000
$250,000
EXHIBIT(S)
1. Location Map
2. Purchase and Sale Agreement
Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency
Approved By: Kristine Ridge, City Manager
EXHIBIT 1
I FC7,FNn
EXISTING
PROPERTY LINE
COMBINED
PARCEL
-� 41111111111110,wi,
6TH STREET
PARCEL C 10
ZONING APPROK AREA
COMMERCIAL 8,965 SF
(SUBSTANDARD)
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
this day of , 2022 ("Effective Date"), by and between CHARLES H. MANH
FAMILY TRUST ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California
("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the
"Parties," and each individually as a "Party."
RECITALS
A. City is the fee simple owner of that certain real property consisting of
approximately 8,965 square feet, located at 515 N. Bristol Street (APN Nos. 008-081-26), and 517
N. Bristol Street (APN No. 008-081-28) Santa Ana, California, legally described in Exhibit "A"
attached to this Agreement and incorporated into this Agreement in its entirety by this reference
(the "Property").
B. On March 5, 2019, the Property was approved by the City for disposition through
direct negotiations, without competitive bidding, in accordance with Santa Ana Municipal Code
sections 2-706 and 2-709.
C. On April 21, 2020, the Santa Ana City Council adopted Resolution No. 2020-032
declaring the Property as surplus land and directing the City Manager to comply with the
requirements of California Government Code Section 54220 et seq. ("Surplus Land Act") for the
disposition of the Property.
D. On April 27, 2020, the City released a Notice of Availability ("NOA") of surplus
property for the Property for a period of sixty days. This NOA was sent out to all " local public
entities," as defined in Health and Safety Code section 50079, within whose jurisdiction the
surplus land was located, and to "Housing Sponsors" that had notified the California Department
of Housing and Community Development ("HCD") of their interest in surplus land. The NOA
was also sent to local parks agencies and school districts.
E. The Property was among those for which either no responses were received by
entities receiving the notices of availability or for which responses were received and good faith
negotiations ended after a period of not less than 90 days without agreement to price and terms.
F. City staff proceeded with direct negotiations to sell the Property to Buyer.
G. City now desires to sell the Property to Buyer, and Buyer desires to purchase the
Property from City, in accordance with the provisions of this Agreement.
AGREEMENT
NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the
mutual covenants and agreements herein contained, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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1. Incorporation of Recitals. The recitals of fact set forth above are true and correct
and are incorporated into this Agreement in their entirety by this reference.
2. Purchase and Sale: Purchase Price.
2.1 Purchase and Sale. Seller shall sell the Property to Buyer, and Buyer shall
purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement.
2.2 Purchase Price. The purchase price of the Property shall be Two Hundred
Fifty Thousand Dollars ($250,000.00).
3. Escrow.
3.1 Escrow Instructions. Escrow Instructions. Within seven (7) days following
the execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with
Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660, Attn: Justin
VanderVeen ("Escrow Holder") for the purchase and sale of the Property. The "Opening of
Escrow" shall mean the date on which a fully executed copy of this Agreement has been delivered
to Escrow Holder. Escrow Holder shall confirm the Opening of Escrow to the Parties in writing.
This Agreement constitutes joint escrow instructions to Escrow Holder. The Parties agree to
execute such additional instructions consistent with the provisions of this Agreement, which may
be required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if there is any
conflict between the terms of this Agreement and any Escrow Instructions required by Escrow
Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow
Holder with their respective Federal Tax Identification Numbers and such other information as is
reasonably required by Escrow Holder.
3.2 Payment of Purchase Price. The Purchase Price for the Property shall be
payable at Closing. If Seller has deposited into Escrow all documents and amounts required of
Seller to close Escrow, including without limitation, the "Grant Deed" (as defined in Section 3.10
below), and complied with all of Seller's other obligations under this Agreement, then on or before
the "Closing Date" (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as
defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds:
(a) the Purchase Price and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing
statement furnished by Escrow Holder as provided below.
3.3 Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale
of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow
("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions
precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of
Escrow" shall mean the date on -which the "Grant Deed" conveying fee title to the Property to
Buyer is recorded in the Orange County Recorder's Office.
3.3.1 Conditions Precedent to Buyer Obligation to
Close. Buyer's obligation to close Escrow and purchase the Property is
expressly conditioned on the satisfaction of the conditions listed in this
Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or
prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer
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may, in its sole discretion and without limiting any of Buyer's legal remedies or
remedies under this Agreement, terminate this Agreement by written notice to
Seller.
(1) Title Policy. Escrow Holder has issued or is irrevocably
committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title
vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below).
(2) Representations and Warranties. Each of Seller's
representations and warranties in this Agreement are materially true and accurate as of the Close
of Escrow.
(3) Seller Obligations. Seller is not in material default under this
Agreement and each material obligation of Seller to be performed prior to the Close of Escrow,
has been performed as required, including, without limitation the delivery of all documents
required of Seller under this Agreement.
(4) Possession. Seller is able, at the Close of Escrow to deliver
exclusive possession of the Property to Buyer in accordance with this Agreement and does so.
3.3.2 Conditions Precedent to Seller Obliiiation to
Close. Seller's obligation to close Escrow and sell the Property is expressly
conditioned upon the satisfaction of the conditions listed in this Section 3.3.2. If
any such condition is not satisfied or waived by Seller prior to the Close of
Escrow for any reason other than a default by Seller, Seller may, in its sole
discretion and without limiting any of Seller's legal remedies or remedies under
this Agreement, terminate this Agreement by written notice to Buyer.
(1) Representations and Warranties. Each of Buyer's
representations and warranties set forth in this Agreement are materially true and accurate as of
the Close of Escrow.
(2) Buyer's Obligations. _ Buyer is not in material default under
this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow
hereunder has been performed as required.
3.4 Escrow Cancellation.
3.4.1 Charges.
(1) Seller's Default. If Escrow fails to close due to Seller's
default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means
all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all
title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller
for specific performance as its sole and exclusive remedies.
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(2) Buyer's Default. If Escrow fails to close due to Buyer's
default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate
this Agreement as its sole and exclusive remedy.
(3) No Default. If Escrow fails to close and this Agreement is
terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly
split any Escrow cancellation charges.
3.5 Permitted Exceptions to Title. As soon reasonably possible after the
Opening of Escrow, Escrow Holder shall cause Fidelity National Title, in its capacity as title
insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title
Report") together with legible copies of all underlying documents referenced therein (together
with the Title Report, the "Title Documents"). The term "Permitted Exceptions" as used in this
Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing
Covenant; (c) non -delinquent real property taxes and assessments; (d) items and exceptions
created by or with the written consent of Buyer, including documents to be recorded pursuant to
this Agreement, and (e) the title exceptions shown on the Title Report but excluding any
(i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove
prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary
encumbrances on the Property, other than non -delinquent real property taxes and assessments
which will be removed (meaning removal from title and not the issuance of an endorsement in
connection therewith by the Title Company) from title by Seller at its sole cost and expense prior
to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion
("Disapproved Exceptions"), Buyer shall deliver written notice ("Objection Notice") of same to
Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act
in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails
to deliver an Objection Notice but delivers a "Notice of Approval", Buyer shall be deemed to
have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an
Objection Notice regarding a title exception and Seller, by delivery of written notice to Buyer
within five (5) business days following receipt of the Objection Notice elects not to remove a
material Disapproved Exception (Seller's failure to respond to a Buyer Objection Notice shall be
deemed such an election), Buyer's sole remedies shall be with respect to the delivery of a Notice
of Approval or delivery or deemed delivery of a Notice of Termination.
3.6 Title Insurance. Seller shall cause the Title Company to commit to issue to
Buyer at the Close of Escrow a standard coverage ALTA Owner's policy of title insurance with
mechanics lien endorsement (Seller shall provide, any indemnity or other agreement required by
the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title
Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions,
with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage
ALTA Owners policy of title insurance, Buyer shall pay the difference in cost between the standard
and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement
issued in connection with the standard coverage Title Policy which shall be at the cost of Seller)
("Buyer Title Costs").
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3.7 Possession. Seller shall deliver possession of the Property to Buyer at the
Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or third
patty claims of use or ownership.
3.8 Taxes, Assessments and Prorations.
3.8.1 Taxes. Only to the extent the Seller pays any
property taxes or assessments on the Property, all current general and special
taxes and assessments on the Property shall be prorated by Escrow Holder based
upon the latest available information as shown in the tax statements provided to
Escrow Holder by Seller, using customary escrow procedures in Orange County.
Seller shall provide Buyer with written evidence of the payment or satisfaction
of such taxes. Should the Property be part of a larger tax parcel ("Assessment
Parcel") which as of the Close of Escrow remains unsegregated on the County
Tax Assessor's Roll for the ensuing fiscal year, Escrow Holder shall charge
Buyer and credit Seller for taxes and assessments allocated to the Property
(based on unimproved value) based on the percentage of the total acreage of the
Assessment Parcel located on the Property, which acreage figures for allocation
purposes shall be fairly and equitably determined and supplied to Escrow Holder
by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the
Property to be separately assessed and segregated in Buyer's name on the current
tax roll. Any real property taxes or assessments levied under the Supplemental
Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility
of Buyer. Any real property taxes or assessments levied under the Supplemental
Tax Roll as a result of transfers, improvements or other occurrences before the
Close of Escrow shall be the responsibility of Seller.
3.8.2 General. All pro rations provided for herein shall
be on an "actual day" basis and a three hundred sixty-five (365) day year. The
provisions of this Section shall survive Close of Escrow. If either Party fails to
pay its pro rata share of taxes or other expenses by the times herein provided,
interest shall accrue on all unpaid amounts from when owing until paid at the
maximum rate allowed by law. Any errors or omissions made in calculating
adjustments and prorations shall be corrected promptly upon the discovery
thereof. If any estimations are made at the Close of Escrow regarding
adjustments or prorations, the Parties shall make the appropriate collection
promptly when accurate information becomes available. Any corrected
adjustment or proration shall be paid to the Party entitled thereto within thirty
(30) days after written request therefor and if not so paid interest shall accrue
and be payable on same at the maximum rate allowed by law.
3.9 Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow Fees
and any applicable documentary transfer fees (considering Seller is a City) and recording fees, and
all other costs and expenses incurred related to the purchase of the Property by Buyer. If required
by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively,
"Closing Costs"). As soon as reasonably possible following the Close of Escrow, Escrow Holder
shall deliver a copy of the final Escrow closing statement to Buyer and Seller.
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3.10 Grant Deed. The transfer of ownership of the Property shall be documented
through a Grant Deed in the form attached hereto as Exhibit "B" and incorporated herein by
reference, conveying the Property to Buyer ("Grant Deed").
3.10.1 Affordable Housing Covenant in the Event of
Residential Development. In accordance with California Government Code
Section 54233, if 10 or more residential units are developed on the Property, not
less than 15 percent of the total number of residential units developed on the
Property shall be sold or rented at affordable housing cost, as defined in Section
50052.5 of the Health and Safety Code, or affordable rent, as defined in Section
50053 of the Health and Safety Code, to lower income households, as defined in
Section 50079.5 of the Health and Safety Code. Rental units shall remain
affordable to, and occupied by, lower income households for a period of at least
55 years for rental housing and 45 years for ownership housing. The initial
occupants of all ownership units shall be lower income households, and the units
shall be subject to an equity sharing agreement consistent with the provisions of
paragraph (2) of subdivision (c) of Section 65915 of the Government Code.
Buyer expressly agrees and consents that the requirements of this section shall
be contained in a covenant or restriction recorded against the Property prior to
land use entitlement of the project, and the covenant or restriction shall run with
the land and shall be enforceable, against any owner who violates a covenant or
restriction and each successor in interest who continues the violation, by any of
the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of
the Government Code.
3.11 Recordation and Delivery of Documents. No later than the business day
immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow
the following documents (with the documents that are to be recorded in the following order and
delivered as provided below):
3.11.1 Grant Deed. One (1) fully executed and
acknowledged copy of the Grant Deed conveying the Property to Buyer.
Conformed copies of the recorded Grant Deed shall be returned to Buyer and
Seller as soon as possible.
3.11.2 Withholding Exemption Certificates. One
(1) completed and executed copy of the following: Non -foreign Transferor
Declaration; Preliminary Change in Ownership Report, Internal Revenue
Service Form 1099-5, and California Franchise Tax Board Form 593 and any
other applicable state tax withholding forms, as applicable.
3.11.3 Disbursement of Closine Documents. As soon as
reasonably possible following the Close of Escrow, Escrow Holder shall deliver
copies of all closing documents, including, without limitation, those listed above,
the Title Policy, any additional escrow instructions and the final Escrow closing
statement, to Seller's counsel and Buyer or Buyer's counsel.
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3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below,
Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to
Seller's account as directed in separate written instructions to be provided by Seller.
3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under
California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the
"withholding agent" and withhold from proceeds due Seller any amounts required under the
above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board
or Internal Revenue Service in accordance with applicable law.
3.14 Additional Documents. Seller and Buyer shall execute and deliver to
Escrow any other documents reasonably required by Escrow Holder including, without limitation,
Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in possession.
3.15 Termination of Property Contracts. Seller shall terminate any service
contracts or similar agreement relating to the Property that the Buyer does not expressly elect in
writing to assume which termination shall be effective as of the Close of Escrow.
4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant
to each other that they have not employed, dealt with or incurred any obligation to any broker,
agent or finder in connection with the Property, and that they have not incurred any obligation to
pay any other real estate brokerage or other commission or fee in connection with the conveyance
of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free
and harmless from and against all costs and liabilities, including without limitation reasonable
attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any
way related to or resulting from a breach of the foregoing representation and warranty or arising
out of any action or proceedings which may be instituted by any broker, agent or finder, licensed
or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party,
respectively, in connection with this transaction.
5. Inspections; AS -IS Condition of Property.
5.1 Waiver of Inspections. Buyer and Seller agree that Buyer unequivocally
waives any right to conduct independent investigations concerning (i) Buyer's proposed use, sale,
development or suitability for development of the Property; (ii) the condition and all other
attributes of the Property, including, without limitation all improvements located thereon; (iii)
applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements
concerning the use, density, location or suitability of the Property or any existing or proposed
development or condition thereof, including but not limited to zoning, subdivision and other
regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning,
zone variances, conditional use permits, building permits, environmental impact reports,
subdivision maps, public reports issued by the California Bureau of Real Estate and all other
governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees,
charges, costs or assessments which may be imposed by any Governmental Authority in
connection with the proposed development of the Property; (vi) the value of the Property; (vii) the
availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other
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utilities serving the Property and (viii) the presence or adequacy of infrastructure or other
improvements on, near or concerning the Property.
5.2 No Representations or Warranties. Seller makes no representation or
warranty, express or implied, to the Buyer relating to the condition of the Property or suitability
of the Property for any intended use or development by the Buyer.
5.3 Acceptance of Property "AS -IS." Buyer shall accept all conditions of the
Property, without any liability of the Seller whatsoever, AS -IS, WHERE -IS, SUBJECT
TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY,
CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the
physical condition of the Property, the nature of the Seller's interest in and use of the
Property, all laws applicable to the Property and of any and all conditions, restrictions,
encumbrances and all matters of record relating to the Property. The Property is being
acquired by Buyer as a result of its own knowledge of the Property and not as a result of
any representation(s) made by the Seller or any employee, official, consultant or agent of
the Seller relating to the condition of the Property, unless such statement or representation
is expressly and specifically set forth in this Agreement. Seller hereby expressly and
specifically disclaims any express or implied.
6. Warranties.
6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as
an inducement to Buyer to purchase the Property from Seller, Seller makes the following
representations and warranties which shall be true and correct as of the Effective Date and the
Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes
of this Agreement, including Seller's representations and warranties contained herein, the phrase
"to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to
the Close of Escrow, Buyer has actual knowledge that any representation or warranty of Seller is
untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights
or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or
inaccuracy existing on the Effective Date, that was known of or should have been known of by
Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days from
the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running
of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that
makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable
satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by
written notice to Seller within three (3) days after the expiration of the Seller Cure Period (and the
Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled
(a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no
change in terms, but without waiving any legal, equitable or other remedies it may have against
Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material
untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer
obtains knowledge after the Close of Escrow.
In
6.1.1 Authorization. Seller has full power and authority
to enter into this Agreement and to perform all its obligations hereunder, and has
taken all action required by law, its governing instruments or otherwise to
authorize the execution, delivery and performance of this Agreement by Seller.
Each individual or entity who has executed this Agreement on behalf of Seller
has the right, power, legal capacity and authority to execute, deliver and perform
this Agreement on behalf of Seller.
6.1.2 Conflicting Agreements. Neither the execution or
delivery of this Agreement, nor the consummation of the transaction
contemplated herein, will conflict with, or result in a breach of, any contract,
license or undertaking to which Seller is a party or by which Seller or any of the
Property is bound, or constitute a default thereunder. In addition, with respect
to any agreements that affect the Property, neither Seller nor any other party or
parties to such agreements are in default thereunder nor are there any facts that
currently exist which with the passage of time would result in any such default.
To the best of Seller's knowledge, the Property is not subject to any prescriptive
easements, claims of adverse possession, encroachments or similar rights or
claims. The Property is not subject to any leases, options or other similar rights
or claims in favor of any third parties. The Property is not subject to a
Williamson Act contract or any similar agricultural agreement.
6.1.3 Proceedings. To the best of Seller's knowledge,
no legal or administrative proceeding is pending or threatened against Seller or
the Property nor are there any other facts or circumstances which would
adversely affect (i) Seller's right to convey title to the Property to Buyer as
contemplated in this Agreement, or (ii) Buyer's ability to own, develop and/or
market the Property in the manner disclosed by Buyer to Seller. To the best of
Seller's knowledge, there are no condemnation or eminent domain proceedings
pending or threatened with respect to the Property.
6.1.4 Binding Agreement. This Agreement constitutes
a legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium and other principles
relating to or limiting the rights of contracting parties generally.
6.1.5 Violations of Law. On the Effective Date and
Close of Escrow, neither this Agreement nor the Property shall be in violation
of any law, ordinance, rule regulation, or administrative or judicial order.
6.1.6 Hazardous Materials. Seller has not stored or
released, caused to be stored or released or approved the storage or release on
the Property, of any "hazardous materials" (as defined below). To the best of
Seller's knowledge, (a) no prior owner of the Property has stored or caused to
be stored any hazardous materials on the Property; (b) no hazardous materials
now exist in, on or under the Property in violation of any "environmental law"
In
(as defined below); (c) there are no underground tanks on the Property; (d) no
use of or operations on the Property have occurred which use or operation has
violated any applicable environmental law; and (e) the Property is not on any
"Superfund" list under any applicable environmental law. As used herein,
"environmental law" shall mean any and all present federal, state or local laws
(whether common law, statute, rule, regulation or otherwise), permits, orders and
any other requirements of Governmental Authorities relating to the environment
to any "hazardous materials" (as defined below) (including without limitation
the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the
applicable provisions of the California Health and Safety Code and California
Water Code). As used herein, "hazardous materials" shall mean any
(a) chemical, compound, material, mixture or substance that is now defined or
listed in, or otherwise classified pursuant to any environmental law as a
"hazardous substance," "hazardous material," "hazardous waste,"
"extremely hazardous waste," "infectious waste," "toxic waste," "toxic
pollutant" or any other formulation intended to define, list or classify substances
by reason of deleterious properties or effect and (b) petroleum, petroleum by-
products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas
usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal
solid waste steam, drilling fluids, produced waters and other wastes associated
with the exploration, development and production of crude oil, natural gas or
geothermal resources.
6.1.7 No Assumed Obligations. There are no
obligations or responsibilities of Seller with respect to the Property or otherwise
of any kind that are assumed by Buyer.
6.1.8 Endangered Species. To the best of Seller's
knowledge, (a) there are no endangered or threatened species of animals, plants
or insects on the Property, and (b) there are no environmental or biological
characteristics of the Property or adjacent property, which under existing law
will adversely affect Buyer's ability to own, develop and/or market the Property
or the cost thereof.
6.1.9 Ownership of Property. Seller is the sole and only
party that owns or holds any interest in the Property.
6.1.10 Property Documents. To the best of Seller's
knowledge, the Property Documents and all other documents and information
provided by Seller or its agents or consultants to Buyer are complete, true and
accurate and do not omit any material fact, and there are no other documents,
materials, studies, surveys or other information in the possession or control of
Seller that would have a material and adverse effect on Buyer's ability to own,
develop and/or market the Property.
-10-
6.1.11 Other Agreements. Except as set forth in the
Property Documents and this Agreement, Seller has not made any commitment
or representation to or entered into any agreement of any kind with any
government authority, or any adjoining or surrounding property owner, group or
other third party, which would in any way be binding on Buyer or all or any
portion of the Property or would interfere in any way with Buyer's ability to
own, develop, improve and/or market the Property, and will not make any such
representations or warranties or enter into any such agreements which would
affect the Property or any portion thereof prior to the Close of Escrow, without
Buyer's written consent.
6.1.12 Access. There is full and unobstructed direct
access to the Property from public streets, highways or roads that are adjacent to
the Property.
6.1.13 Bankruptcy. No "Bankruptcy Event" (as
defined below) has occurred with respect to Seller nor any member or manager
of Seller. There is not pending or threatened any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation, dissolution or re -
composition of Seller or any member or manager of Seller or seeking
appointment of a receiver, trustee, custodian or similar official for Seller or any
member or manager of Seller for all or any substantial part of its or their assets.
"Bankruptcy Event" means (a) the making by a person of a general assignment
for the benefit of such person's creditors, (b) the admission in writing by a person
of its inability to pay its or their debts as they mature, (c) an attachment,
execution or other judicial seizure of any property interest which remains in
effect, or (d) the failure to have taken or submission to any action indicating a
general inability by a person to meet its financial obligations as they accrue.
6.1.14 Material Change. Seller shall promptly notify
Buyer if Seller obtains information that would make any of the representations
or warranties contained herein materially inaccurate or misleading.
6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement
and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following
representations and warranties which shall be true and correct as of the Effective Date and the
Close of Escrow and each of which is material and being relied upon by Seller. For all purposes
of this Agreement, including Buyer's representations and warranties contained herein, the phrase
"to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior
to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue,
inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or
remedies hereunder at law or in equity with respect to any material untruth, incompleteness or
inaccuracy existing on the Effective Date, that was known of or should have been known of by
Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from
the date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running
of such seven (7) day period) ("Buyer Cure Period") to correct any fact or circumstance that
makes such representation or warranty materially untrue or inaccurate to Seller's reasonable
-11-
satisfaction. If Buyer fails to make such correction within the Buyer Cure Period, then Seller by
written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the
Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled
(a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no
change in terms, but without waiving any legal, equitable or other remedies it may have against
Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any
material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which
Seller obtains knowledge after the Close of Escrow.
6.2.1 Authorization. Buyer has full power and
authority to enter into this Agreement and to perform all of its obligations
hereunder, and has taken all action required by law, its governing instruments or
otherwise to authorize the execution, delivery and performance of this
Agreement. Each individual who has executed this Agreement on behalf of
Buyer has the right, power, legal capacity and authority to execute, deliver and
perform this Agreement on behalf of Buyer.
6.2.2 Binding Agreement. This Agreement constitutes
a legal, valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium and other principles
relating to or limiting the rights of contracting parties generally.
6.2.3 Compliance with Law. Buyer is required to carry
out the development of the Project in conformity with all applicable laws,
including all applicable building, planning and zoning laws, including any
historic property regulations and environmental laws.
6.2.4 Development of Property. Buyer hereby
represents and guarantees that it will own the land in fee simple located at 1248
W. 61h Street in Santa Ana within twenty-four (24) months following the approval
of this Purchase and Sale Agreement. Buyer hereby represents and guarantees
that it will complete construction and development of the Property for the uses
permitted by City's Bristol Street Specific Plan within 24 months following the
Close of Escrow of the 1248 W. 6th Street property. These timeframes shall be
tolled by any delays directly attributable to the actions or inactions of the City,
by any natural causes outside the control of either party ("Force Majeure"), or by
mutual agreement of the parties. If Buyer does not comply with these guarantees
within the timeframes provided, the City shall have the right to repurchase the
Property, including any and all improvements to the Property then completed by
Buyer, in exchange for payment by the City to Buyer of eighty percent (80%) of
the Purchase Price paid by Buyer under this Agreement. City shall provide
written notice of its exercise to purchase the Property within sixty (60) days
following the development deadline in this section. 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 mortgages, liens, or
other evidence of indebtedness.
-12
6.3 Natural Hazard Zone Disclosure. No later than seven (7) business days
prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer
with a Natural Hazard Zone Disclosure required by applicable law.
6.4 Buyer and Seller Cooperation. Buyer shall submit plans for the
development of the Property to Seller, and Seller, in its capacity as the City within which the
project is located, will make the determination as to the required entitlements based upon Buyer's
proposed plans. Buyer may then process and obtain the Project Entitlements through Seller in its
capacity as the City within which the Project Entitlements is located. Nothing in this Agreement
shall be deemed to be a prejudgment or commitment with respect to exercise of governmental
discretion with regard to such items, nor a guarantee that such approvals or permits will be granted
at all or within any particular time or with or without any particular conditions.
7. Destruction/Condemnation of Property; Other Notices. In the event that all or any
portion of the Property is damaged or destroyed by any casualty under the provisions of applicable
law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate
written notice of the same.
8. Indemnification.
8.1 Obligations. Seller shall indemnify Buyer and Buyer shall indemnify Seller
against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify
Seller against any and all of the following: (a) any damage to the Property caused by the
Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused
to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to
the contrary in this Agreement, no Indemnitor shall be required to indemnify any Indemnitee to
the extent of the Indemnitee's wrongful intentional acts or negligence.
8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the
Buyer is and shall be responsible for operation of the Property, and the Seller shall not be liable
for any injury or damage to any property (of the Buyer or any other person) or to any person
occurring on or about the Property, except to the extent caused by the Seller's wrongful intentional
act or negligence.
8.3 Strict Liability. The indemnification obligations of an Indemnitor shall
apply regardless of whether liability without fault or strict liability is imposed or sought to be
imposed on one or more Indemnitees.
8.4 Independent of Insurance Obligations. Buyer's indemnification obligations
under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or
modifying Buyer's insurance or other obligations under this Agreement and is independent of the
Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its
insurance obligations and other obligations under this Agreement shall not in any way restrict,
limit, or modify the Buyer's indemnification obligations under this Agreement and are independent
of the Buyer's indemnification and other obligations under this Agreement.
8.5 Survival of Indemnification and Defense Obligations. The indemnity and
defense obligations under this Agreement shall survive the expiration or earlier termination of this
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Agreement, until all claims against any of the Indemnitees involving any of the indemnified
matters are fully, finally, absolutely and completely barred by applicable statutes of limitations.
8.6 Independent Duty to Defend. The duty to defend under this Agreement is
separate and independent of the duty to indemnify. The duty to defend includes claims for which
an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately
upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or
other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty
to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or
incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the
express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or
summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any
claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement.
8.7 Indemnification Procedures. Wherever this Agreement requires any
Indemnitor to Indemnify any Indemnitee:
8.7.1 Prompt Notice. The Indemnitee shall promptly
notify the Indemnitor of any claim. To the extent, and only to the extent, that
the Indemnitee fails to give prompt Notice of a Claim and such failure materially
prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor
shall be relieved of its indemnity obligations for such claim.
8.7.2 Selection of Counsel. The Indemnitor shall select
counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's
insurance carrier that is providing coverage for a claim shall be deemed
reasonably satisfactory. Even though the Indemnitor shall defend the action,
Indemnitee may, at its option and its own expense, engage separate counsel to
advise it regarding the claim and its defense. The Indemnitee's separate counsel
may attend all proceedings and meetings. The Indemnitor's counsel shall
actively consult with the Indemnitee's separate counsel. The Indemnitor and its
counsel shall, however, fully control the defense, except to the extent that the
Indemnitee waives its rights to indemnity and defense for such claim.
9. Miscellaneous.
9.1 Notices. Any notice, request, demand, instruction or other document
required or permitted to be given or served hereunder or under any document or instrument
executed pursuant hereto will be in writing and will be delivered personally or sent by United
States registered or certified mail, return receipt requested, postage prepaid or by overnight express
courier, postage prepaid and addressed to the parties at their perspective addresses set forth below,
and the same will be effective upon the date of confirmed dispatch, if by electronic communication
receipt if delivered personally or via overnight express courier or on the third Business Day after
deposit if mailed. A party may change its address for receipt of notices by service of a notice to
such change in accordance herewith. Buyer and Seller hereby agree that notices may be given
hereunder by the parties' respective counsel and that, if any communication is to be given
-14-
hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all
principals as required to comply with the provisions of this Section.
If to Buyer: Danny Manh Esq
8990 Westminster Blvd.
Westminster, CA 92683
Attn: Charles Mahn
If to Seller: City of Santa Ana
20 Civic Center Plaza M-30
Santa Ana, CA 92702
Attn: Clerk of the Council
with a copy to: City of Santa Ana
20 Civic Center Plaza M-21
Santa Ana, CA 92702
Attn: Executive Director of Public Works
9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in
this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an
agreement for the sale of assets and none of the provisions hereof shall be deemed to create any
obligation or liability of any person that is not a Party, whether under a third -party beneficiary
theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be
obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but
not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members,
partners, managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events
or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of
Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of
Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to
take any action or receive or make any payment or credit arising from or related to any services
provided or costs incurred in connection with the Property prior to the Close of Escrow, including,
but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action
arising therefrom.
9.3 Further Instruments. Each Party will, whenever and as often as it shall be
reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any
and all such further instruments and documents as may be necessary or proper, in the reasonable
opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement.
9.4 Calculation of Time Periods; Business Day; Time of Essence. Unless
otherwise specified, in computing any period of time described herein, the day of the act or event
after which the designated period of time begins to run is not to be included and the last day of the
period so computed is to be included, unless such last day is not a Business Day, in which event
the period shall run until the end of the next day which is a Business Day. The last day of any
period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which
the Property is located. As used herein, the term "Business Day" means any day excluding
-15-
Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the
foregoing provisions, time is of the essence of this Agreement.
9.5 Entire Agreement; Amendments. This Agreement (including the
documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties
pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of
intent of the Parties. This Agreement may not be amended, modified, or supplemented except by
a written instrument signed by an authorized representative of each of the Parties.
9.6 Survival. All covenants, agreements, representations, warranties and
indemnities contained in this Agreement shall survive the execution and delivery of this
Agreement and the Close of Escrow and the delivery and recordation of all documents or
instruments in connection therewith.
9.7 Binding Effect; Enforcement. The covenants, agreements, representations,
and warranties contained herein will be binding upon, be enforceable by and inure to the benefit
of the representatives, successors, and permitted assigns of the respective parties hereto.
9.8 Applicable Law. This Agreement will be construed and interpreted under,
and governed and enforced according to, the laws of the State of California applicable to contracts
made and to be performed entirely therein.
9.9 Venue. In the event of any legal action to enforce or interpret this
Agreement, the sole and exclusive venue shall be the Superior Court of Orange County, and the
Parties hereby agree to and do hereby submit to the jurisdiction of such court.
9.10 Attorneys' Fees. If any Party to this Agreement shall bring any action or
proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or
in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party
a reasonable sum for attorneys' fees and costs (including without limitation expert witness fees)
incurred in bringing or defending such action or proceeding or enforcing any judgment granted
therein, all of which shall be deemed to have accrued upon the commencement of such action or
proceeding and shall be paid whether or not such action or proceeding is prosecuted to final
judgment. Any judgment or order entered in such action or proceeding shall contain a specific
provision providing for the recovery of attorneys' fees and costs, separate from the judgment,
incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact
based upon an assessment of which Party's major arguments or positions taken in the proceedings
could fairly be said to have prevailed over the other Party's major arguments or positions on major
disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation,
fees incurred in the following: (1) post judgment motions; (2) contempt proceedings;
(3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy
litigation.
9.11 Construction. The provisions of this Agreement shall not be construed in
favor of or against either Party, but shall be construed as if both Parties prepared this Agreement.
9.12 Interpretation. The paragraph and section headings in this Agreement are
solely for convenience and will not be deemed to limit or otherwise affect the meaning or
-16-
construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed
to cover all genders. The terms "include," "including," and similar terms will be construed as if
followed by the phrase "without being limited to." The term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement
as a whole and not to any particular provision or section of this Agreement. Words in this
Agreement importing the singular number will mean and include the plural number, and vice versa.
9.13 No Waiver. No waiver by a Party of a breach of any of the terms, covenants,
or conditions of this Agreement by the other shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other term, covenant or condition contained
herein. No waiver of any default by a Parry shall be implied from any omission by the other Party
to take any action on account of such default if such default persists or is repeated and no express
waiver shall affect a default other than as specified in such waiver. The consent or approval by
either Party to or of any act by the other requiring the first Party's consent or approval shall not be
deemed to waive or render unnecessary the consenting Party's consent or approval to or of any
subsequent similar acts by the other Party.
9.14 Severability of Provisions. Wherever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement will be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement.
9.15 Incorporation of Exhibits. Except as intentionally omitted, all exhibits
attached hereto and referred to herein are incorporated into the Agreement as though fully set forth
herein.
9.16 Counterparts. This Agreement may be executed in any number of
counterparts and by different Parties to this Agreement in separate counterparts, each of which
when so executed and delivered will be deemed original, but all such counterparts, together, will
constitute but one and the same instrument. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. This Agreement will become effective upon the execution and
delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this
Agreement sent by facsimile, electronic mail (including a scanned portable document format copy
sent by electronic mail), or other electronic transmission will have the same force and effect as
delivery of an original signature of such Party.
9.17 Amendments. This Agreement may not be modified, changed,
supplemented, superseded, canceled or terminated, except by written instrument signed by the
Parties hereto.
-17-
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
the Effective Date.
ATTEST
Clerk of the Council
APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
By:! ��
John M. Funk
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL
Nabil Saba Executive
Director Public Works
Agency
Exhibits:
Exhibit "A" — Legal Description of the Property
Exhibit "B" — Form of Grant Deed
CITY OF SANTA ANA
Kristine Ridge
City Manager
CHARLES H. MANH, AS TRUSTEE FOR
THE CHARLES H. MAHN FAMILY TRUST
Name:
Tit]
EXHIBIT "A"
LEGAL DESCRIPTION
PROPERTY
IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA
THE EAST 125.35 FEET OF THE SOUTH 43.60 FEET OF LOT 3 OF TRACT NO. 271, AS
PER MAP RECORDED IN BOOK 14, PAGE 9 OF MISCELLANEOUR MAPS OF SAID
COUNTY.
TOGETHER WTH:
THE EAST 125.35 FEET OF THE NORTH 2.35 FEET OF LOT 4 OF SAID TRACT NO. 271.
TOGETHER WITH:
THE EAST 65.35 FEET OF THE WEST 85.35 FEET OF LOT 24 OF TRACT NO. 474 OF
COCHEMS' WEST SIXTH STREET ADDITION, AS PER MAP RECORDED IN BOOK 17,
PAGE 18 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
EXCEPT THEREFROM THE PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 24, SAID POINT BEING THE
INTERSECTION OF THE NORTH LINE OF SAID LOT 24 AND THE EAST LINE OF THE
WEST 85.35 FEET OF SAID LOT 24; THENCE WEST ALONG SAID NORTH LINE A
DISTANCE OF 62.58 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO
BEING THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 15.00 FEET; THENCE WESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 100 39' 17" AN ARC LENGTH OF 2.79 FEET TO A LINE
PARALLEL WITH AND DISTANT 50.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES
FROM THE CENTERLINE OF BRISTOL STREET; THENCE NORTHERLY ALONG SAID
PARALLEL LINE A DISTANCE OF 0.26 FEET TO A POINT ON THE NORTH LINE OF SAID
LOT 24; THENCE EAST ALONG SAID NORTH LINE A DISTANCE OF 2.77 FEET TO THE
TRUE POINT OF BEGINNING.
CONTAINING A TOTAL AREA OF 8,964.62 SQUARE FEET.
SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS, AND ANY OTHER RIGHTS
OF RECORD.
EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTIO
�o�HArs�
.0
No. 9216 m
RSON CHRYSOSTOMO, L.S. 9216 DA
PAGE 1 OF 1
EXHIBIT
"B"
PLAT TO
ACCOMPANY LEGAL
DESCRIPTION
FOR PROPERTY
SIXTH
STREET
!
22.77'
62.58`
o
SEE j
P.D.B.
M
E
DETAIL A
.........
............---
BELOW !
T. P. 0. B.
Tin
PORTION
8
PORT I ON
OF ;o
1
OF
LOT 24 D
LOT 24
0)
N.A.P. Q
I
( 3 0')
......................
L O T 1 2
65. 35',
I
�
ORTI
PON
OF
LOT 3
2
�
Q
!
125 3.5'
..............
..
� I
�
( 1 45. 35' )
W
W '
(
(1 45. 35' ))
NORTH 2.35' '
OF LOT 4
5 O.00'�
PARALLEL
PORTION OF
LOT 4
N.A.P.
01
...---...
.................................
V)I
r!
m�
!
�}I
LOT 5 LOT 6
R/W
LOT 7
LOT 28
I
...........
.............................................................
I
a
LEGEND:
FIFTH STREET
—
PROPERTY
PUBLIC STREET R/W TO BE RECORDED
PER SEPARATE INSTRUMENT.
O1 PUBLIC STREET EASEMENT, DEED BK 4397. PG 571 D.R.
O PUB[.[C STREET EASEMENT, DEED BK 3314. PG 544 O.R.
I I = RECORD PER TRACT NO. 474. M.M. 17/18
if 1) = RECORD PER TRACT NO. 271. M.M. 14/9
r — 20. 00'2. 77' 62.58' —..
0.26, T.P. O.B.
R=15.00'
L=2.79'
D=90'39'17"
DETAIL A
WHEN RECORDED PLEASE MAIL THIS
INSTRUMENT AND TAX STATEMENT TO:
CHARLES H. MANH
ATT: DANNY MANH ESQ.
8990 WESTMINSTER BLVD. 2ND FLOOR
WESTMINBSTER, CA 92683
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TAXES APPROVED AS TO APPROVED BY DESCRIPTION DISCRIPTION A.P. R/W MAP PROJECT
FORM BY ATTY. DIRCTOR WRITTEN BY CHECKED O.K. NUMBER NUMBER NUMBER
008-081-26 &
008-081-28
DEED NUMBER
GRANT DEED
I Hereby Declare the documentary Transfer Tax is $ 250,000
_X_ Computed on full value of property conveyed, or
Computed on full value less liens and encumbrances remaining at time of sale
Unincorporated Area X_ City of _Santa Ana
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
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:
CHARLES MANH & ANH MANH as Trustees of MANH FAMILY TRUST, all that real property in the City
of Santa Ana, Orange County, State of California, described as follows:
SEE EXHIBITS "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF;
Dated:
Dated:
By:
Attested by:
By:
Page 1 of 1
City of Santa Ana, Kristine Ridge
City Manager
City Clerk