HomeMy WebLinkAboutItem 24 - Real Property SalePublic Works Agency
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Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 19, 2022
TOPIC: Real Property Sale
AGENDA TITLE
Adopt Resolution to Summarily Vacate a Portion of Santa Ana Boulevard, Authorize a
Purchase and Sale Agreement and Approve an Appropriation Adjustment, in the amount
of $130,000, for the Sale of City -owned Real Property Locate at 1247 W. Santa Ana
Boulevard, to Rafael and Yolanda Ramos (Non -General Fund)
RECOMMENDED ACTION
1. Adopt a resolution to Summarily Vacate excess Santa Ana Boulevard right of way east
of Bristol Street.
2. Authorize the City Manager to execute a purchase and sale agreement with Rafael
and Yolanda Ramos for the sale of City -owned property located at 1247 W. Santa Ana
Boulevard (APN 008-082-29), in the amount of $130,000, subject to non -substantive
changes approved by the City Manager and City Attorney.
3. Approve an appropriation adjustment recognizing revenue in the amount of $130,000
in the Select Street Construction Fund, Sale of Land revenue account for Fiscal Year
2022-23 from the sale of City -owned property located at 1247 W. Santa Ana
Boulevard (APN 008-082-29) and appropriating the same to the OCTA Bristol Street
Corridor Improvements, Improvements Other Than Building expenditure account.
(Requires five affirmative votes)
DISCUSSION
On June 13, 2022, the City of Santa Ana Planning Commission adopted a resolution
approving to vacate a portion of public right-of-way on Santa Ana Boulevard. As
presented, during the course of the Bristol Street Improvement Project, the Public Works
Agency acquired properties along the Bristol Street corridor. The subject property at 1247
W. Santa Ana Boulevard (APN 008-082-29) (Exhibit 1) was purchased from Rafael and
Yolanda Ramos as part of the Bristol Street Improvements from 2nd Street to Civic Center
Drive using Orange County Transportation Authority (OCTA) funding appropriated for this
project. The purchase price was based on appraised values prepared by a state -licensed
appraiser. A portion of this property remains unused and unneeded following project
construction, and has been held for purposes of exchange or sale.
Purchase and Sale Agreement for 1247 W. Santa Ana Blvd.
July 19, 2022
Page 2
The Ramos party has expressed interest in re -acquiring the subject remnant property in
order to regain the Ramos Tire parking lot and upgrade their overall site (Exhibit 2). Selling
the parcel to another party is challenging due to its small size and the lack of independent
utilities. As such, staff recommends direct negotiations with Rafael and Yolanda Ramos
to facilitate a sale of this property that will be mutually beneficial to all parties. After
discussing with both adjacent property owners, Ramos was the only party that provided
an offer to purchase the vacant lot within the requested timeframe.
The property includes a portion of an area being vacated. This area was granted to the
City prior to the Bristol Street Improvement project for public street widening and
improvements, however is no longer required. The area is approximately 456 square
feet, situated behind the existing public sidewalk (Exhibit 3). At this segment Santa Ana
Boulevard is 80 feet wide, which is consistent with the proposed General Plan Mobility
Element.
This abandonment is being processed as a summary vacation given the area is not
required for public street purposes (Exhibit 4). City staff recommends the action because
the excess area offers no present of prospective use to the City. There are no visible
utilities in the area, however an easement for existing utilities will be reserved in the
resolution of vacation.
This property is being disposed of in accordance with the California Surplus Lands Act,
Government Code §54220 et seq. On April 21, 2020, the Santa Ana City Council adopted
Resolution No. 2020-032 declaring various Properties as surplus land and directed the
City Manager to comply with the requirements of Government Code Section 54220 for
the sale of surplus land. On April 21, 2020, the City released Notices of Availabilities
("NOX) of surplus properties for a period of sixty (60) days. The NOA's were sent out to
all "local public entities," as defined in 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's were also sent to local parks agencies and school
districts.
The subject property is among those the City declared surplus for which no responses
were received from entities receiving the notices of availability; or for which negotiations
ended. With no other proposals, the City has completed all Surplus Land Act
requirements for disposition. The proceeds from the sale of this property are considered
restricted funds and will be used to reimburse the granting agencies, and/or to fund further
transportation improvements within the same or similar project.
General Plan Consistency
Before the City can dispose of or acquire any real property, the Planning Commission
reviews the proposed transaction for conformity with the General Plan as set forth in
California Government Code Section 65402 (a):
Purchase and Sale Agreement for 1247 W. Santa Ana Blvd.
July 19, 2022
Page 3
"If a general plan or part thereof has been adopted, no real property shall be
acquired by dedication or otherwise for street, square, park or other public purposes, and
no real property shall be disposed of, no street shall be vacated or abandoned, and no
public building or structure shall be constructed or authorized, if adopted general plan or
part thereof applies thereto, until the location, or abandonment, or such public building or
structure have been submitted to and reported upon by the planning agency as to
conformity with said adopted general plan or part thereof..."
To determine whether the land disposition conforms to the General Plan, the Planning
Commission evaluate whether the disposition carries out General Plan policies or is
contrary to or would impede the implementation of General Plan policies.
The sale of the surplus property located at 1247 W. Santa Ana Blvd., is consistent with
the City's General plan and the project advances the following goals and policies of the
General Plan:
Economic Prosperity Goal EP-1: Job Creation and Retention — Foster a
dynamic local economy that provides and creates employment
opportunities for all residents in the City.
o Policy EP-1.9 Avoid Conflict of Uses — Avoid potential land use
conflicts by prohibiting the location of sensitive receptors and
noxious land uses in close proximity. The disposition of surplus land
will allow the existing business to expand their operations by
providing adequate parking to accommodate the existing business
and will be consistent with the uses allowed under C5 Zone (Arterial
Commercial) and consistent with the General Plan Land Use
designation UN-30.
• Economic Prosperity Goal EP-3. Business Friendly Environment — Promote
a business friendly environment where business thrive and build on Santa
Ana's strengths and opportunities.
• Land Use Element Goal LU-2: Land Use Needs — Provide a balance of land
uses that meet Santa Ana's diverse needs.
o Policy LU-2.2 Capture Local Spending. Encourage a range of
commercial uses to capture a greater share of local spending, and
offer a range of employment opportunities.
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed abandonment
is exempt from further review per section 15305. Categorical Exemption ER No. 2022-
023 will be filed for this abandonment.
Purchase and Sale Agreement for 1247 W. Santa Ana Blvd.
July 19, 2022
Page 4
FISCAL IMPACT
Approval of the Appropriation Adjustment will recognize the receipt of $130,000 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.
The table below summarizes the sales price and Bristol Project revenue.
Parcel ID
Sale Price
Bristol Improvement Fund
Account No. 05917661-66220
C-11
$130,000
$130,000
Total
$130,000
$130,000
EXHIBIT(S)
1. Location Map — C11
2. Purchase and Sale Agreement — Rafael and Yolanda Ramos
3. Vacation Area
4. Abandonment Resolution
Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency
Approved By: Kristine Ridge, City Manager
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into
this day of , 2022 ("Effective Date"), by and between Rafael and Yolanda
Ramos ("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 5,690 square feet, located at 1247 W. Santa Ana Boulevard (APN No. 008-082-29)
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
section 2-706.1.
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 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.
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 land to Buyer, who is an
adjacent property owner.
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:
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 One Hundred Thirty
Thousand Dollars ($130,000.00 ).
3. Escrow.
3.1 Escrow Instructions. Within seven (7) days following the execution of this
Agreement by the Parties, Buyer will open an escrow ("Escrow") with Commonwealth Land Title
Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660, Attn: Grace Kim ("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
may, in its sole discretion and without limiting any of Buyer's legal remedies or
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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 Obligation 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.
(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.
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(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 Commonwealth Land Title Company, 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"). Seller shall only be responsible
for that portion of the cost of the Title Policy equal to the cost of a standard coverage title policy ("Seller
Title Costs").
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.
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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.
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").
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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 Closing 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's counsel.
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.
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3.13 Cal-FIRPTA Withholdiniz. 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 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. Notwithstanding any provision in this Agreement, Seller shall not be
obligated or otherwise responsible to pay any real estate brokerage or other commission or fee in
connection with the conveyance of the Property to Buyer.
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 utilities serving the Property and
(viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property.
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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, in the Property's 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
warranties regarding the Property, unless expressly and specifically set forth in this Agreement.
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.
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.
In
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"
(as defined below); (c) there are no underground tanks on the Property nor have
there ever been any underground storage 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
In
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 Oblifzations. 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.
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
-10-
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 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.
-11-
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 in conformity with all applicable laws, including all
applicable building, planning and zoning laws, including any historic property
regulations and environmental laws.
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 Project 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 Project, and the Seller shall not be liable for
-12-
any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or
about the Property or the Project, 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 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
-13-
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 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: Rafael and Yolanda Ramos
16285 Mount Islip Cir
Fountain Valley, CA 92708
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,
-14-
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 Dav: 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 Real Property is located. As used herein,
the term "Business Day" means any day excluding 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
-15-
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 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 Party 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.
-16-
9.17 Amendments. This Agreement may not be modified, changed, supplemented,
superseded, canceled or terminated, except by written instrument signed by the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
the Effective Date.
ATTEST
Daisy Gomez
City Clerk
APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
John M.Funk
Sr. 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
Rafael Ramos
-17-
m
EXHIBIT "A"
LEGAL DESCRIPTION -1247 WEST SANTA ANA BOULEVARD
All right title and interest of Seller in and to that certain real property located in Santa Ana, Orange
County, California, described as follows:
See Exhibits A, B, C, and D attached.
APN# 008-082-29
Exhibit "A"
I-- UITF-ZOLLARS
HUITT-ZOLLARS, INC., 2603 Main Street, Suite 400 1 Irvine, CA 92614-4250 - 949,988.5815 phone, 949.988.5820 lax, huitt-zolIars.com
R101432.06 (D)
09-04-13
EXHIBIT "A"
LEGAL DESCRIPTION
PORTION OF A.P. NO. 008-082-29
That portion of the land allotted to Julian Chavez in Decree of Partition of the Rancho
Santiago De Santa Ana, in the City of Santa Ana, County of Orange, State of California,
recorded in Book "B" of Judgments of the 171h Judicial District Court of California,
described as follows:
Commencing at the centerline intersection of Bristol Street and Santa Ana Boulevard,
formerly Fourth Street, as said intersection is shown on Tract No. 75, in said City of
Santa Ana, as shown on the map filed in Book 10, Page 15 of Miscellaneous Maps, in the
office of the County Recorder of said County; thence North 00°37'40" East 54.91 feet
along said centerline of Bristol Street to the beginning of a curve concave Westerly
having a radius of 2000.00 feet; said curve being the Construction Centerline of said
Bristol Street; thence leaving said centerline of Bristol Street along said Construction
Centerline of Bristol Street Northerly 110.15 feet along said curve through a central angle
of 03°09'20" to the Westerly prolongation of the Northerly line of Lot 4 of said Tract
No. 75; thence leaving said Construction Centerline non -tangent along said Westerly
prolongation South 89° 13'50" East 75.12 feet to a point on a non -tangent curve concave
Westerly having a radius of 2075.00 feet, a radial of said curve to said point bears North
87°35'29" East, said non -tangent curve being concentric with and 75.00 feet Easterly of
said Construction Centerline, thence leaving said Westerly prolongation Southerly 109.96
feet along said concentric curve through a central angle of 03'02' 11 " to a line being
parallel with and 75.00 feet Easterly of said centerline of Bristol Street; thence leaving
said concentric curve along said parallel line South 00°37'40" West 1.33 feet to the
Northerly line of Parcel 3 as described in the Grant Deed recorded June 1, 1976 in Book
11757, Page 7 of Official Records, in the office of said County Recorder, said Northerly
line being a non -tangent curve concave Northeasterly having a radius of 25.00 feet, a
radial of said curve to said point bears South 22°26'33" West; thence leaving said parallel
line along said Northerly line of Parcel 3 and the Northerly line of Parcel 2 of last said
Grant Deed, the following courses: Southeasterly and Easterly 9.46 feet along said curve
through a central angle of 21 °40'23" to a line being parallel with and 52.00 feet Northerly
of said centerline of Santa Ana Boulevard, and along last said parallel line South
89' 13'50" East 36.05 feet to the Westerly line of said Lot 4; thence leaving said Northerly
q/R 101432.06/a/]/008-082-29-C ityToOwner/zk/j lg
EXHIBIT "A" R101432.06 (D)
LEGAL DESCRIPTION -CONTINUED 09-04-13
PORTION OF A.P. NO. 008-082-29
PAGE 2
line and said parallel line, along said Westerly line of Lot 4 North 00°46'10" East 113.00
feet to the Northwest corner of said Lot 4; thence leaving said Westerly line along said
Westerly prolongation North 89°13'50" West 48.47 feet to the TRUE POINT OF
BEGINNING.
Containing an area of 5,234 square feet, more or less.
Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements,
if any, of record.
All as shown on Exhibit "B" attached hereto and by this reference made a part hereof.
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IA
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�I 11757/70.R. N o�
00 v
a I �
N8973'50"W 120.15' I
L A►ya P. C. SANTA ANA BOULEVARD
5 �' 04,pG��,� COURSE AND CURVE DATA (FORMERLY FOUR7N STREET)
4= 03'02'11 " R=2, 075.00' L=109.96'
a NO. 6343 O N00'37'40 E 1.33'
EXP. 12/31 /2014
3a 4=2140'23" R=25.00' L=9.46'
N8973'50"W 36.05'
Ar£ OF C101
R. VED BY
9 - 4 - 2 013 EXHIBIT ' B'
JAMES L. SANTA ANA N PLS 6343 DATE
PORTION OF A.P. NO. 008-082-29
fnW \� f0w
SKETCH TO ACCOMPANY
LEGAL DESCRIPTION
s
0.\10143206\MAP143206\DWG\EX\143206JEX02.DWG
HUITT-ZOLLARS
HUITT-ZOLLARS, INC., 2603 Main Street 1 Suite 400 1 Irvine, CA 92614-4250 1 949.988.5815 phone 1 949.988.5820 fax 1 huilt-zollars.conn
R101432.06
09-04-13
EXHIBIT "A"
I RGAT, DESCRIPTION
(PARCEL 2, BOOK 11757, PAGE 7, O.R.)
That portion of the land allotted to Julian Chavez in Decree of Partition of the Rancho
Santiago De Santa Ana, in the City of Santa Ana, County of Orange, State of California,
recorded in Book "B" of Judgments of the 171h Judicial District Court of California,
described as follows:
Commencing at the centerline intersection of Bristol Street and Santa Ana Boulevard,
formerly Fourth Street, as said intersection is shown on Tract No. 75, in said City of
Santa Ana, as shown on the map filed in Book 10, Page 15 of Miscellaneous Maps, in the
office of the County Recorder of said County; thence North 00°37'40" East 54.91 feet
along said centerline of Bristol Street to the beginning of a curve concave Westerly
having a radius of 2000.00 feet; said curve being the Construction Centerline of said
Bristol Street; thence leaving said centerline of Bristol Street along said Construction
Centerline of Bristol Street Northerly 110.15 feet along said curve through a central angle
of 03°09'20" to the Westerly prolongation of the Northerly line of Lot 4 of said Tract
No. 75; thence leaving said Construction Centerline non -tangent along said Westerly
prolongation South 89°13'50" East 75.12 feet to a point on a non -tangent curve concave
Westerly having a radius of 2075.00 feet, a radial of said curve to said point bears North
87°35'29" East, said non -tangent curve being concentric with and 75.00 feet Easterly of
said Construction Centerline, thence leaving said Westerly prolongation Southerly 109.96
feet along said concentric curve through a central angle of 03°02'11" to a line being
parallel with and 75.00 feet Easterly of said centerline of Bristol Street; thence leaving
said concentric curve along said parallel line South 00°37'40" West 1.33 feet to the
Northerly line of Parcel 3 of the Grant Deed recorded June 1, 1977 in Book 11757, Page
7 of Official Records, in the office of said County Recorder, said Northerly line being a
non -tangent curve concave Northeasterly having a radius of 25.00 feet, a radial of said
curve to said point bears South 22°26'33" West; thence leaving said parallel line along
said Northerly line of Parcel 3 and the Northerly line of Parcel 2 of last said Grant Deed,
the following courses: Southeasterly and Easterly 9.46 feet along said curve through a
central angle of 21 °40'23" to a line being parallel with and 52.00 feet Northerly of said
centerline of Santa Ana Boulevard and along last said parallel line South 89°13'50" East
36.05 feet to the Westerly line of said Lot 4; thence leaving said Northerly line and said
parallel line along said Westerly line of Lot 4 South 00°46'10" East 12.00 feet to the
Southwest corner of said Lot 4; said Southwest corner being on a line parallel with and
40.00 feet Northerly of said centerline of Santa Ana Boulevard; thence leaving said
Westerly line along last said parallel line North 89°13'50" West 31.65 feet to a point on
said parallel line being distant thereon South 89°13'50" East 88.60 feet from the
q/R 101432.06/a/I /Parti al V acati on-1175 7-7/zk/j lg
EXHIBIT "A" R101432.06 (D)
LEGAL DESCRIPTION -CONTINUED 09-04-13
(PARCEL 2, BOOK 11757, PAGE 7, O.R.)
PAGE 2
intersection of said parallel line with said centerline of Bristol Street; thence leaving said
parallel line North 44°12'13" West 19.29 feet to a point on said line being parallel with
and 75.00 feet Easterly of said centerline of Bristol Street, said point being distant
thereon South 00°37'40" West 1.45 feet from the Northerly terminus of said course
described herein above as having a bearing and distance of "South 00°37'40" West 1.33
feet"; thence along last said parallel line North 00°37'40" East 0.12 feet to the TRUE
POINT OF BEGINNING.
Containing an area of 456 square feet, more or less.
Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements,
if any, of record.
All as shown on Exhibit "B" attached hereto and by this reference made a part hereof.
JAMES L. GARVIN, PLS 6343
SAN D
0' L
h
O
G 4
�4
NO.
EXP. 1 2/31
6343
/201 4
O
�9rFOF rmi40
q/R 101432.06/a/I/Partial Vacation-11757-7/zk/jlg
_N88 28'15"W
RAD -----J
FIFTH S TREE
F) ! I
;n O n
t o�
VARIES E
r
LOT 3
CONSTRUCTION I + �y8
CENTERLINE N897350'W�j� 123.59'
uj
i
aN { U °u-j i - 75.12' 48.47'
N I CL.� ;V ap N'L Y LINE LOT 4
aOiQ dip o� .,
75
112 1 I N rr?rl r r J\10, 16
In
o ao w I o AWlAWl 10115
b o o co
N
oo J ? W r4
'26
6-33"E
m N22� �, 2 3 0
Q C� RA0. 75 � � � �
12.00'
SEE 456 SO. FT. ±
20' "A" HEREON 5 SOUTHWEST CORNER LOT 4
Q N89'1350"W 88.60'
N8973 50 "W o I o
2 `Q 31.65' C�q o0 0
N8973'50"W 12a 15, I J
W
�� AN P. O. C. SANTA ANA BOULEVARD �aw
`pN 0 (FORMERLY FOURTH STREET) BPS �p
5 09� �G�� COURSE AND CURVE DATA 75' (0y ?�
ry �
a y O1 d= 03 02'11 " R=2, 075. 00' L=109. 96'
a NO. 6343 2 N0037'40"E 1.33'
EXP. 12/31 /2014 W \
* * 30 a=2140'23" R=25.00' L=9.46' DETAIL "A"
N8973'S0"W 36.05' m cn NTS 6
OF cA� �F°�` 50 N44'12'13"W 19.29' 5
N00 J7'40 "E 0.12'
VED B
EXHIBIT 'B'
SANTA ANA
SKETCH TO ACCOMPANY
r VIr A LEGAL DESCRIPTION
64PARCEL 2, BOOK 11757, PAGE 7, O.R.
0. \ 10143206 \MAP 143206 \DWG \EX \ 143206JEX03. DWG
EXHIBIT "B"
FORM OF GRANT DEED
[see attached]
Exhibit `B"
AT THE REQUEST OF AND
WHEN RECORDED MAIL TO:
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Attention: City Clerk
GRANT DEED
SPACE ABOVE FOR RECORDER'S USE
DEED NO. 8829
For a valuable consideration, receipt of which is hereby acknowledged:
The City of Santa Ana, a California charter city in the County of Orange of the State of
California ("Grantor" or "City"), hereby grants to Rafael and Yolanda Ramos, individuals
("Grantee"), that certain real property described in Exhibit "A" attached hereto and incorporated
herein by this reference together with (a) all improvements owned by Grantor and located on the
Property and all fixtures contained in any such improvements, and (b) any and all easements,
rights -of -way, privileges, rights and appurtenances benefiting, appertaining or belonging to the
Property, including, without limitation, any and all streets and roads (whether opened or proposed)
abutting the Property, riparian rights, water or water rights and stock evidencing any such water
rights, and/or oil, gas or other minerals laying under the Property ("Property").
EXECUTED ON . in . California.
Dated:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
City Attorney
CITY:
THE CITY OF SANTA ANA, a California
charter city in the County of Orange of the
State of California
By:_
Name:
Its:
Exhibit `B"
-1-
[NOTE: All signatures must be notarized]
Exhibit `B"
-2-
Exhibit `B"
-3-
RESOLUTION NO. 2022-XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA SUMMARILY VACATING EXCESS
RIGHT-OF-WAY AT 1247 WEST SANTA ANA BLVD
WHEREAS, California Streets and Highways Code section 8334(a) authorizes
the City of Santa Ana to summarily vacate excess right-of-way of a street or highway
not required for street purposes; and
WHEREAS, pursuant to California Government Code section 65042(a), street
vacations must first be submitted to and reported upon by the Planning Commission
for conformance with the General Plan; and
WHEREAS, the City is the fee simple owner of that certain real property
consisting of approximately 5,690 square feet, located at 1247 West Santa Ana
Boulevard (APN No. 008-082-29), Santa Ana, California ("Property"), which is a
remnant parcel that is unused and remaining from the Bristol Street Improvement
Project; and
WHEREAS, having satisfied the requirements of the Surplus Lands Act,
California Government Code section 54220 et seq., the City intends to sell the
Property; and
WHEREAS, the Property frontage includes a portion of public right-of-way,
approximately 456 square feet in size, that was originally granted to the City prior to
the Bristol Street Improvement Project, as described on Exhibit A and shown on
Exhibit B ("Vacation Area"); and
WHEREAS, the public right-of-way comprising the Vacation Area is excess and
no longer required for public street purposes, as determined by the City's Public
Works Agency; and
WHEREAS, following an earlier finding of conformity with the City's General
Plan by the Planning Commission, as reported by the Planning Commission, the City
now desires to summarily vacate the Vacation Area so that it will revert to the buyers
of the Property upon the sale of the Property.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa
Ana as follows:
Section 1. The recitals set forth above are adopted as findings in support of
this Resolution.
Resolution No. 2022-XXX
Page 1 of 3
Section 2. The Vacation Area, as described on Exhibit A and shown on Exhibit
B, is hereby vacated pursuant to Chapter 4 of Part 3 of Division 9 of the Streets and
Highways Code, except for the reservation of easement described herein.
Section 3. The vacation of the Vacation Area is exempt from review under the
California Environmental Quality Act pursuant to section 15061(b)(3) of the State CEQA
Guidelines because it can be seen with certainty that there is no possibility that it will have
a significant impact on the environment. This vacation is also exempt from CEQA review
under section 15305(c) (minor alterations in land use limitations) of the State CEQA
Guidelines.
Section 4. The City hereby reserves and excepts from vacation, pursuant to
section 8340 of the California Streets and Highways Code, the easement and right at
any time, or from time to time, to construct, maintain, operate, replace, remove, and
renew sanitary sewers and storm drains and appurtenant structures in, upon, over, and
across a street or highway proposed to be vacated and, pursuant to any existing
franchise or renewals thereof, or otherwise, to construct, maintain, operate, replace,
remove, renew, and enlarge lines of pipe, conduits, cables, wires, poles, and other
convenient structures, equipment, and fixtures for the operation of gas pipelines,
telegraphic and telephone lines, railroad lines, and for the transportation or distribution
of electric energy, petroleum and its products, ammonia, and water, and for incidental
purposes, including access to protect these works from all hazards in, upon, and over
the street or highway proposed to be vacated.
Section 5. The Clerk of the Council is hereby directed to cause a certified copy
hereof, attested under seal, to be recorded in the Office of the Recorder of Orange
County.
Section 6. The Vacation Area shall not be deemed vacated until this
Resolution is recorded. From and after the date this Resolution is recorded, the
Vacation Area no longer constitutes a street easement.
Section 7. This Resolution shall take effect immediately upon its adoption by
the City Council, and the Clerk of the Council shall attest to and certify the vote adopting
this Resolution.
ADOPTED this day of July, 2022.
Vicente Sarmiento
Mayor
Resolution No. 2022-XXX
Page 2 of 3
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
By: --
.ohn M. Funk
Chief Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No.
2022 - to be the original resolution adopted by the City Council of the City of
Santa Ana on 2022.
Date:
Clerk of the Council
City of Santa Ana
Resolution No. 2022-XXX
Page 3 of 3
HUITT-ZOLLARS
HUITT-ZOLLARS, INC., 2603 Main Street 1 Suite 400 1 Irvine, CA 92614-4250 1 949.988.5815 phone 1 949.988.5820 fax 1 huilt-zollars.conn
R101432.06
09-04-13
EXHIBIT "A"
I RGAT, DESCRIPTION
(PARCEL 2, BOOK 11757, PAGE 7, O.R.)
That portion of the land allotted to Julian Chavez in Decree of Partition of the Rancho
Santiago De Santa Ana, in the City of Santa Ana, County of Orange, State of California,
recorded in Book "B" of Judgments of the 171h Judicial District Court of California,
described as follows:
Commencing at the centerline intersection of Bristol Street and Santa Ana Boulevard,
formerly Fourth Street, as said intersection is shown on Tract No. 75, in said City of
Santa Ana, as shown on the map filed in Book 10, Page 15 of Miscellaneous Maps, in the
office of the County Recorder of said County; thence North 00°37'40" East 54.91 feet
along said centerline of Bristol Street to the beginning of a curve concave Westerly
having a radius of 2000.00 feet; said curve being the Construction Centerline of said
Bristol Street; thence leaving said centerline of Bristol Street along said Construction
Centerline of Bristol Street Northerly 110.15 feet along said curve through a central angle
of 03°09'20" to the Westerly prolongation of the Northerly line of Lot 4 of said Tract
No. 75; thence leaving said Construction Centerline non -tangent along said Westerly
prolongation South 89°13'50" East 75.12 feet to a point on a non -tangent curve concave
Westerly having a radius of 2075.00 feet, a radial of said curve to said point bears North
87°35'29" East, said non -tangent curve being concentric with and 75.00 feet Easterly of
said Construction Centerline, thence leaving said Westerly prolongation Southerly 109.96
feet along said concentric curve through a central angle of 03°02'11" to a line being
parallel with and 75.00 feet Easterly of said centerline of Bristol Street; thence leaving
said concentric curve along said parallel line South 00°37'40" West 1.33 feet to the
Northerly line of Parcel 3 of the Grant Deed recorded June 1, 1977 in Book 11757, Page
7 of Official Records, in the office of said County Recorder, said Northerly line being a
non -tangent curve concave Northeasterly having a radius of 25.00 feet, a radial of said
curve to said point bears South 22°26'33" West; thence leaving said parallel line along
said Northerly line of Parcel 3 and the Northerly line of Parcel 2 of last said Grant Deed,
the following courses: Southeasterly and Easterly 9.46 feet along said curve through a
central angle of 21 °40'23" to a line being parallel with and 52.00 feet Northerly of said
centerline of Santa Ana Boulevard and along last said parallel line South 89°13'50" East
36.05 feet to the Westerly line of said Lot 4; thence leaving said Northerly line and said
parallel line along said Westerly line of Lot 4 South 00°46'10" East 12.00 feet to the
Southwest corner of said Lot 4; said Southwest corner being on a line parallel with and
40.00 feet Northerly of said centerline of Santa Ana Boulevard; thence leaving said
Westerly line along last said parallel line North 89°13'50" West 31.65 feet to a point on
said parallel line being distant thereon South 89°13'50" East 88.60 feet from the
q/R 101432.06/a/I /Parti al V acati on-1175 7-7/zk/j lg
EXHIBIT "A" R101432.06 (D)
LEGAL DESCRIPTION -CONTINUED 09-04-13
(PARCEL 2, BOOK 11757, PAGE 7, O.R.)
PAGE 2
intersection of said parallel line with said centerline of Bristol Street; thence leaving said
parallel line North 44°12'13" West 19.29 feet to a point on said line being parallel with
and 75.00 feet Easterly of said centerline of Bristol Street, said point being distant
thereon South 00°37'40" West 1.45 feet from the Northerly terminus of said course
described herein above as having a bearing and distance of "South 00°37'40" West 1.33
feet"; thence along last said parallel line North 00°37'40" East 0.12 feet to the TRUE
POINT OF BEGINNING.
Containing an area of 456 square feet, more or less.
Subject to covenants, conditions, reservations, restrictions, rights -of -way and easements,
if any, of record.
All as shown on Exhibit "B" attached hereto and by this reference made a part hereof.
JAMES L. GARVIN, PLS 6343
SAN D
0' L
h
O
G 4
�4
NO.
EXP. 1 2/31
6343
/201 4
O
�9rFOF rmi40
q/R 101432.06/a/I/Partial Vacation-11757-7/zk/jlg
_N88 28'15"W
RAD -----J
FIFTH S TREE
F) ! I
;n O n
t o�
VARIES E
r
LOT 3
CONSTRUCTION I + �y8
CENTERLINE N897350'W�j� 123.59'
uj
i
aN { U °u-j i - 75.12' 48.47'
N I CL.� ;V ap N'L Y LINE LOT 4
aOiQ dip o� .,
75
112 1 I N rr?rl r r J\10, 16
In
o ao w I o AWlAWl 10115
b o o co
N
oo J ? W r4
'26
6-33"E
m N22� �, 2 3 0
Q C� RA0. 75 � � � �
12.00'
SEE 456 SO. FT. ±
20' "A" HEREON 5 SOUTHWEST CORNER LOT 4
Q N89'1350"W 88.60'
N8973 50 "W o I o
2 `Q 31.65' C�q o0 0
N8973'50"W 12a 15, I J
W
�� AN P. O. C. SANTA ANA BOULEVARD �aw
`pN 0 (FORMERLY FOURTH STREET) BPS �p
5 09� �G�� COURSE AND CURVE DATA 75' (0y ?�
ry �
a y O1 d= 03 02'11 " R=2, 075. 00' L=109. 96'
a NO. 6343 2 N0037'40"E 1.33'
EXP. 12/31 /2014 W \
* * 30 a=2140'23" R=25.00' L=9.46' DETAIL "A"
N8973'S0"W 36.05' m cn NTS 6
OF cA� �F°�` 50 N44'12'13"W 19.29' 5
N00 J7'40 "E 0.12'
VED B
EXHIBIT 'B'
SANTA ANA
SKETCH TO ACCOMPANY
r VIr A LEGAL DESCRIPTION
64PARCEL 2, BOOK 11757, PAGE 7, O.R.
0. \ 10143206 \MAP 143206 \DWG \EX \ 143206JEX03. DWG