HomeMy WebLinkAboutTURNER MACMAIN LLC 3-2004
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THE CITY OF SANTA ANA, CALIFORNIA
A-2003-109
AGREEMENT FOR ACQUISITION OF
REAL PROPERTY AND ESCROW INSTRUCTIONS
THIS AGREEMENT, entered into this yti day of ilA'..-- , 20r/, by and between the CITY OF
SANTA ANA, a charter city and municipal corporation d~d under the Constitution and laws ofthe
State of California (hereinafter referred to as the"City"), TURNER MACMAIN LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY (hereinafter called "Seller"), regardless of number or gender;
WITNESSETH
For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the
terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City, and City agrees to purchase
from Seller, all that certain real property (hereinafter referred to as "said real property") described as follows:
All that certain real property located in the State of California, County of Orange, City of Santa Ana, described
as follows:
SEE EXHIBIT "A" ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as a portion of 110 W. MacArthur Boulevard, Santa Ana, CA)
Said sale and purchase of said real property shall be in accordance with and subject to all of the following terms,
conditions, promises, covenants, agreements and provisions, to wit:
1. Convevance bv Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of
First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days
from and after the date on which the City has approved this Agreement.
2. Title to be Conveved. (a) Seller agrees that, except as may hereinafter be otherwise expressly provided,
said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions,
restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases,
clouds or defects in title except those exceptions shown in Paragraph 14 below. Seller hereby warrants that the
title to said real property to be conveyed by Seller to City shall be free and clear as above provided. Seller
further agrees that acceptance by City of any deed to said real property, with or without knowledge of any
condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease,
cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove
agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of
Seller to convey title as hereinabove provided.
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property
to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy
of title insurance to be issued by the above mentioned title company, with the City therein named as the insured,
at the City's sole expense, in the amount Forty Three Thousand Sixty-Six Dollars And NollOO ($43,066.00),
insuring the title of the City to said real property is free and clear of any and all conditions, restrictions,
reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, teases, clouds or
defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to.
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. 'Acceptaqce by City of any such policy of insurance, whether such insurance complies with the requirements of
this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of
Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City
by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement.
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4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First
American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which
the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and
the Seller and a duplicate original ofthis Agreement shall be delivered to the Escrow Agent upon the opening of
the escrow.
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this
Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this
reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement,
shall carry out its duties as Escrow Agent hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes,
recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other
closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide
obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures
Section 1265.240.
The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
upon it under Section 4, Section 6, Section 11 and Exhibit "B" ofthe General Provisions of this Agreement.
5. Propertv Taxes. Such real property taxes, if any, on said real property for the fiscal year within which
said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in
accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California.
Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of
California for that portion of property taxes on said real property for said fiscal year which have been paid prior
to the date the deed conveying said real property to City is recorded which is allocable to that portion of the
fiscal year which begins on the date the deed conveying said real property to City is recorded and made
uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California.
All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance
is made shall be paid by Seller before conveyance of said real property to City.
6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for
the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty),
goodwill (if any), severance damages, sellers construction costs per plans dated 1/03/R.c.E. No. 42697, sellers
costs for permits, parking control, tenant compensation, contract administration, and relocation claims pursuant to
Government Code §7260 et seq., the total sum of Forty Three Thousand Sixty-Six Dollars And NollOO
($43,066.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30)
days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby
authorized to pay the same to Seller upon and after:
(a)
Conveyance of said real property by Seller to City as hereinabove provided;
(b)
Acceptance by City of a Grant Deed conveying said real property to City;
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(c)
Delivery to City of the policy of title insurance as hereinabove provided;
(d)
. Recordation of the Deed conveying said real property to City.
7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is
recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal
property. In no event shall City have possession to said real property prior to payment to Seller of the amount
set forth in Section 6.
8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of
Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or
agreement nor a waiver of any breach of any other covenants or agreements contained herein.
9. Heirs. Assigns. Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to
and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto.
10. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to
be made, time is and shall be of the essence.
11. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to
enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary
inspections.
12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair
market vallJe for said real property and includes any and all fixtures and equipment, goodwill (if any) and
severance. City shall not contend, and agrees to be estopped from contending, that the subject property fails to
comply with current building or planning codes as a result of this transaction.
13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988,
in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is:
Turner MacMain LLC
Attn: Mary Turner
P.O. Box 2385
Newport Beach, CA 92659
14. Exceptions. City agrees to accept title to said real property subject to the following: Item 1 and 2 Part II,
Schedule B of that certain First American Title Company Litigation Guarantee (OR2l20ll2) dated
November 15,2002.
15. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their
Agreement. Performance of this Agreement by City shall lay at rest, each, every and all issue(s) that were raised
or could have been raised in connection with the acquisition of said real property by City.
16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant,
occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous
waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or
transported any Hazardous Materials to or ftom the Property. Seller shall not cause or permit the presence, use,
generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the
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'transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean
any substance, material, or waste which is or becomes regulated by any local governmental authority, the State
of California, or the United States Government, including, but not limited to, any material or substance which is
(i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section
25115,25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section
25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances),
(v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as
"hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code,
Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water
Act, (33 U.S.C. S 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.c. S690l ~ ~. (42 US.c. S6903) or (xi) defined as a "hazardous
substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as
amended by Liability Act, 42. US.C. S960l ~~. (42 U.S.C. S960l).
17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all
applicable laws and governmental regulations including, without limitation, all applicable federal, state, and
local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters,
including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste
Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and
Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city
within which the subject property is located, the California Department of Health Services, the Regional Water
Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all
applicable federal, state, and local agencies and bureaus.
18.
[Deleted.]
19. Contingencv. It is understood and agreed between the parties hereto that the completion of this
transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City
herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance
and approval.
20. Modification and Amendment. This Agreement may not be modified or amended except in writing
signed by the Seller and City.
21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of
which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but
all the remaining provisions of this Agreement shall remain in full force.
22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for
convenience only and are not to be considered in construing this Agreement.
23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
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. 24. No Reliance Bv One Partv On The Other. Each party has received independent legal advice from its
attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof.
The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based
upon any attribution to such party as the source of the language in question.
25. No Third party Beneficiarv. This Agreement is intended to benefit only the parties hereto and no other
person or entity has or shall acquire any rights hereunder.
26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and
deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do
such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions ofthis
Agreement, without cost.
27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the
benefit ofthe successors and assigns ofthe parties to this Agreement.
28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow
has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnifY City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the
event that such authority or power is not, in fact, held by the signatory or is withdrawn.
29.
Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body ofthis Agreement.
30. Release. The parties hereto hereby agree that all rights under Sec;tion 1542 ofthe Civil Code of the State
of California are hereby waived. Civil Code section 1542 provides as follows:
"A general release does not extend to claims wbicb tbe creditor does not know or suspect to
exist in bis favor at tbe time of executing tbe release, wbicb if known by bim must bave
materially affected bis settlement witb tbe debtor."
Notwithstanding the provisions of Civil Code section 1542, Seller hereby irrevocably and
unconditionally releases and forever discharges the City and each and all of its officers, agents, directors,
supervisors, employees, representatives, and its successors and assigns and all persons acting by, through, under,
or in concert with the City from any and all charges, complaints, claims, and liabilities of any kind or nature
whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as "claim" or "claims") which
Seller at any time heretofore had or claimed to have or which Seller at any time hereafter may have or claim to
have relating to this transaction. Notwithstanding the provisions of Civil Code section 1542, City hereby
irrevocably and unconditionally releases and forever discharges the Seller and each of its owners, agents, and
partners and all persons acting by, through, under, or in concert with Seller ftom any and all charges,
complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or
unsuspected (hereinafter referred to as "claim" or "claims") which Seller at any time heretofore had or claimed
to have or which Seller at any time hereafter may have or claim to have relating to this transaction.
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The parties have executed this Agreement as of the last date written below.
For: TURNER MACMAIN LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
BY: Î117[ ~~ BY: ~j¡1AQ~f
TJtle: -- ~ Title: O\nV'lP,(
CITY OF SANTA ANA
BY: ~.2~U/J )~..~
David N. Ream
City Manager
ATTEST: .
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," ~Af ~. lb~
1--":U.d-<-~---¿ /" " . Dated
Patricia E. Healy "
Clerk of the Council
~ -/¿J -Or
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY: ~ ~ ~
Lisa Storck
Assistant Counsel
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EXHŒIT "A"
LEGAL DESCRIPTIO:\
THE LA:\D REFERRED TO HERE[\; IS SlIVA TED IN THE STATE OF CALIFORNIA, COlJJ\'TY OF
ORÞ..:\GE, CITY OF SANTA ANA, A",'I) IS DESCRIBED AS FOLLOWS:
LtG AL D ESCRlPTI œ;
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EXHIBIT "B"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one
or more of your general escrow accounts with any bank doing business in the State of California and may be
transferred to any other general escrow account or accounts. The expression "close of escrow" means the date
on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-
day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance
of a policy oftitle insurance called for, is hereby authorized.
There shall be no prorations of any existing insurance policies in this escrow.
You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other
documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney
or attorneys involved in this transaction upon request of such lenders, brokers or attorneys.
Should you before or after close of escrow receive or become aware of any conflicting demands or claims with
respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein
affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is
resolved to your satisfaction, and you shall have the further right to commence or defend any action or
proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all
costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in
.connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a
suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully
released and discharged from all obligations imposed upon you in this escrow,
If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly
charge as custodian thereof of not less than $10.00 per month,
Time is declared to be the essence of these instructions. If you are unable to comply within the time specified
herein and such additional time as is required to make an examination of the official records, you will return all
documents, money or property to the party entitled thereto upon satisfactory written demand and authorization,
Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the
buyer agrees to buy the property herein described upon the terms hereof.
These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which
independently shall have the same effect as if it were the original, and all of which taken together shall
constitute one and the same instruction,
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When recorded, please mail this I
instrument and tax statements to:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza, M-30
Santa Ana, California 92701
Free recording requested by
THE CITY OF SANTA ANA PER
USE
GOVERNMENT CODE SECTION 6103,
SPACE ABOVE THIS LINE FOR RECORDER'S
AP
NUMBER
410-O~I-~7
GRANT DEED
FOR VALUABLE CONSIDERA nON, receipt of which is hereby acknowledged,
Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the
Constitution and laws of the State of California, fee simple title to the real property in the City of Santa Ana, County of
Orange, State of Cali fomi a, described as follows:
SEE EXHlBLT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF;
Turner MacMain LLC, a California
Limited Liability Company
Dated
¡. i- (JI-(
~ ~L~I ~~
By: ' Ii\¡" Ie .'-.~ u",'~\. Ã"'-'-<'<--
Print NamcdM"':l ¡¿¡<;-rH<E"",.; <-4 e.uç;~
1Jtk: ¡)\.:",~:r<-
STATE OF CALIFORNIA
COUNTY OF ~A'ì Î)\ ( "i ()
On JfI<\< \ At\..'l- I J. a-Cü l{ before me,
¿liJ({'(c'1 4U (V!flY:I,-¡, AiN't\:::) fl, bl,( ,
personally appeared
III/((A T("«/]{( r-m-t<'/'
personally known to me (or pro\ed to me on the basis ofsatrsfactory
evidence) to be the person¡il whose nameiy1 is/..re subscribed to the
wlthro rostrument and acknowledged to me that Þdshet~.. executed
the same in Im,'her'to.m authorized capaclty(J.eS), and that by b~her'
therr signatures) on the instrument the pcrson¡-5) or the entity upon be-
half of which the person!,,) acted, executed the rostrument
,
Iss,
By: (l§, vd~~{(~
Print Name: A\ìr..ir:. ÎuV"r\e.r ç:oster
o.....no -V'"
Title:
¡ - - - T ......._-~ - - - - J
@ UND;jA, A, MÞ.SSEY
- Gom"';..;on 11342170
, ~ Notary Public. California ~
j San Diego County f
My Com'Tl, Expi"" Feb 1, 2008
----.--r___- -
Slenat",e
'/
IThis ",-"a/or ol/iei,,1 "Nan' seal)
\IAIL TAè\ ST-\TE\IE:-:TS AS DIRECTED AßO\E
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CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
.
No 5907.
CIt¿IPoAJI/Ì9
County of ð~AtV h ¿
/ f/VV
State of
before me, /II< J/1¿;;?ý /1\'1/K-ìiD7AI!Y I¿(IJ¿/c
OATE NAME. TITLE OF OFFICER. EG. -JANE DOE. NOTARY PUBLIC'
personally appeared Ittlfl!..Y K1íl/J-.EèN Tu£iJd<.
.-L ~ NAME(SI OF SIGNER(SI
0 personally known to me - OR - l£J1)roved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are
subscribed to thFi within instrument and ac-
knowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
ARMEN ASIK
tl°t~~:'M~I~~ #Ct4~~~:4NIA ~
ORANGE COUNTY -
. . ~! .C;>mm: Exp, Au5!: :5, 2O0~ . J
On
WITNt2:u:¡
SIGNATURE OF NOT RY
OPTIONAL
Though the data below is not required by law, II may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
DESCRIPTION OF ATTACHED DOCUMENT
TlTtElS)
bMNI ,JE:L1J
TITLE OR TYPE OF DOCUMENT
0 PARTNER(S)
0 LIMITED
0 GENERAL
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
0 OTHER:
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITYIIES)
SIGNER(S) OTHER THAN NAMED ABOVE
.Þ1993 NATIONAL NOTARY ASSOCIATION' B236 Remme( A" P 0 Bo' 71 B' . Canoga Pa,k. CA "309.7184
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the real property conveyed by the deed dated
;. t}-<.'! from /UI"¡)(r /l)(i(/JJ..:;""" ¿L C (1. (;;,;, ;.('1""'"
¿/O7,'¡"oC/ !,c¡J'/I/-' ie",').;,!, '
to the City of Santa Ana, a charter city and mu lcipal corporation organized and existing under the
Constitution and laws of the State of California, is hereby accepted by the undersigned officer or
agent on behalf of the City Council pursuant to authority conferred by Ordinance No, NS-2352
and Section No, 33-55 of the Santa Ana Municipal Code adopted by the City Council on June I,
1998, in compliance with California Government Code Section 27281 and the grantee consents to
recordation thereof by its duly authorized officer.
Dated
For the City of Santa Ana:
~~-
k D"~;gn R_O_\\' Focm-Ccrt of Acccplancc