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HomeMy WebLinkAbout25F - ACQUISITION OF RIGHT OF WAY DYER AND REDHILL REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 7, 2009 TITLE: APPROVED ? As Recommended COOPERATIVE AGREEMENT WITH CITY OF ? As Amended ? Ordinance on 15f Reading IRVINE AND ACQUISITION OF RIGHT- ? Ordinance on 2nd Reading OF-WAY FOR THE DYER/REDHILL ? Implementing Resolution ~I INTERSECTION WIDENING PROJECT ? Set Public Hearing For CONTINUED TO ; ~"~M~~7,/~,~~t;c~:..~-~-~_ FILE NUMBER s CITY MANAGER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to execute the attached cooperative agreement with the City of Irvine for widening of Dyer/Redhill intersection, subject to nonsubstantive changes approved ~I by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute the attached purchase and sale agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney, with the following: • CFRI/Greenlaw Dyer Road L.L.C., a Delaware Limited Liability Company for $1,079,606. • DRSS-I, LLC, a California Limited Liability Company for $4,257,880. DISCUSSION The intersection of Dyer Road/Redhill Avenue encompasses the cities of Santa Ana, Irvine and Tustin (Exhibit 1). The widening of the intersection was identified as a required mitigation measure in the 1992 Irvine Business Complex (IBC) Rezone Environmental Impact Report (EIR) prepared by the City of Irvine. Improvements include widening Dyer from six to eight lanes from the Burlington Northern Santa Fe (BNSF) Railroad to Redhill and Redhill from six to eight lanes between Deere Avenue and north of Dyer Road in Santa Ana. On November 24, 1992, Santa Ana and Irvine approved a cooperative agreement to widen the intersection. The cooperative agreement stipulates that Irvine is the lead agency for the design, right-of-way, and construction phases and is responsible for all costs related to the project. The intent of the attached agreement is to clarify the roles and responsibilities during the construction phase of the project. 25F-1 Cooperative Agreement with City Of Irvine and Acquisition of Right-of-Way for the Dyer/Redhill Intersection Widening Project December 7, 2009 Page 2 To accommodate the widening, partial acquisitions of several properties in Santa Ana are required. The 1992 cooperative agreement stipulates that Irvine is responsible for identifying right of way impacts and Santa Ana is responsible for negotiating any acquisitions with the affected property owners. The costs for the acquisitions are part of the project and will be paid for by the City of Irvine. Partial acquisitions of 17,981 square feet of the property at 2001 E. Dyer Road (an industrial facility operated by General Electric Aviation), and 22,398 square feet at 2040 E. Dyer Road (an industrial warehouse operated by Terry Bowman Warehousing) are required (Exhibit 2). Each acquisition impacts only a portion of the property, with no impacts to the existing buildings. Included in the acquisition of both properties is the area needed for a temporary landscape easement. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared EIR approved by the City of Irvine in 1992. FISCAL IMPACT There is no fiscal impact associated with this action. The City of Irvine is responsible for the total cost of the project per Agreement A- 1992-164. APPROVED AS TO FUNDS AND ACCOUNTS: f Raul Godinez I Francisco Gutierrez Executive Di ctor Executive Director Public Works Agency Finance & Management Services Agency 25F-2 PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (Commercial) THIS AGREEMENT, entered into this _ day of , 2009, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City" or "Buyer"), DRSS-I, 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 ATTACHMENT 1, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as a portion 2040 East Dyer Road, Santa Ana, CA) (APN 430-181-25) Said purchase and sale of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of 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 (but in no event later than December 31, 2009). Seller understands City will not approve this Agreement until it has approved the preliminary title report referenced in Section 2 below. 2. Title to be Conveyed. (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 (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in the preliminary title report to be delivered to Buyer by Seller as soon ar reasonably possible after execution of this Agreement (in no event shall title be conveyed subject to monetary liens other than the liens of non-delinquent taxes and assessments). Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. (b) Seller does hereby convey to City a temporary landscape easement as described in greater detail in Attachment 2, attached hereto and by this reference made a part hereof. Page 1 of 18 25F-3 3. Title Insurance. Seller agrees (at City's expense) to cause First American Title insurance Company to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of FOUR MILLION TWO HUNDRED FIFTY-SEVEN THOUSAND EIGHT HUNDRED EIGHTY AND NO/100 Dollars {$4,257,880) 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 (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting those items shown in the preliminary title report referenced in Section 2 above or specified in paragraph 15 of this Agreement or such specific ones as City may hereinafter expressly agree to take subject to. 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 of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement- but not later than December 31, 2009 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 Attachment 3 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 Attachment 3 of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 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. Page 2 of 18 25F-4 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), and severance damages, the total sum of FOUR MILLION TWO HUNDRED FIFTY-SEVEN THOUSAND EIGHT HUNDRED EIGHTY AND NO/100 Dollars ($4,257,880). 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; (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. 8. Relocation. In addition to the compensation outlined in this Agreement, the City (at the closing of this Agreement) will pay to Seller the sum of $60,000 to defray the costs of Seller in relocating their existing signs, outside the area identified in the Attachment 1 of this Agreement. 9. 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. 10. Heirs, Assigns, Successors in Interest. 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. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Permission to Enter on Premises. Subject to the rights of Seller's tenant, 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. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages 14. 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 92702, County of Orange, State of California. The mailing address of the Seller is: Grubb & Ellis Attn: Gary Allen 4675 MacArthur Court, Suite 1600 Page 3 of 18 25F-5 Newport Beach, CA 92660 15. Exceptions. City agrees to accept title to said real property subject to items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 described in the preliminary title report, prepared by First American Title Company, O-SA-1782120, dated May 20, 2009. 16. Entire Aareement. 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. 17. Hazardous Waste. Except as described in the documents: Semi-Annual Groundwater Monitoring Report Second Half 2008, dated April 13, 2009 2008 Semi-Annual Groundwater Monitoring Report-First Half ,dated August 4, 2008 2007 Semi-Annual Groundwater Monitoring Report, dated March 18, 2008 2007 Semi-Annual Groundwater Monitoring Report, dated September 19, 2007 2006 Annual Groundwater Monitoring Report, dated March 7, 2007 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 from the Property. Except as described in the documents above and except as permitted under the existing lease of 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 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. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec,. (42 U.S.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. U.S.C. S9601 et seg. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. Except as described in the documents referenced on Paragraph 17 above (or in other documents referenced in such documents), 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, Page 4 of 18 25F-6 but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservaticn Recovery and Comprehensive Environmental Response Compensation and liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Intentionally Deleted. 20. Contingence. 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. 21. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 22. 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. 23. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party 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. 26. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. 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 of this Agreement, without cost. 28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall each undersigned the other fully, including reasonable costs and attorney's fees, for any injuries or damages to the other in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. Page 5 of 18 25F-7 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. The parties have executed this Agreement as of the date written below. SELLER: DRSS-I, LLC, A California Limited Liability Company Its: ~ i C.~~ ~ ~ 1 CITY/BUYER: CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: BY: Dated Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney BY: Jo Sandoval C f Assistant City A orney Page 6 of 18 25F-8 Attachment 1 Fxrtitirl' roc ~ t,f 1 LTri::11, T)l•:SCR1Y'1'It)\ :~1' V(J. 430-t81-23 1)YE:R RC),~U All R[iD I1ILL :~~L+'VIF: (ORBS-1, 1.LC) [hat crrtain pan.cl of land siittated in the City of Santa Ana, County of Urange, State of California, beta;; that portion cif Parcel 1 of Parcel Vt;tp Nn. 9X-137 tts shown nn a map thereof tiled in 13octk 3t)G, Pages 47 and 48 of }'arcrl \•laps in the Office of the County Itet:nrcier of said Orange Courtly, described as fullo~a•s: CUh1;~9EIVCif~'r rte the most soutlrcrly corner ut'said P:trcol I; theucc along the southeasterly lino of said parcel North 40'36'36" rest 2R.75 feet to the norA~easterly line of that certain parcel c+f I~nxl described in a Aced to the Atchison, Topeka Ind Santa Fc li;tifway Ct>rnpany recorded June 15, 19GG in Book 7062, Page G2 of OiTicial Records in said office of the County Recorder of ()range County; tlicrtcc ak?ng said northeasterly line Not•tlt 4t)'20'S3" West 13..16 feet to the '1'RIJI: rOIVT OiF !3L•'C;111NINC; thence worth 39°39'19" Last 128,2h feet to a lint parallel with anti 11.50 feet north?aesicrfy of the southeasterly line of said Parcel l; thence along said parallel line hurtit 40`36'36" East 471.06 feet; thence North 04°2l'S8" 1~~est .18.17 feet to a line parallel with attd I0.b7 feet southwesterly of the northeasterly line of said Parcel 1; Ihenco along said parallel line Notch •i9°20'32" Gt-cst 5(13.04 feet; thence: worth 49''30'32" ~~'cst 204.03 feet to a line parallel with and soutlytivcster[y 11?G feet from the noc•tha~sterly line of said parcel; thence along said parallel line forth 49`20'32" Wcat 4lt).20 feet to the southeasterly line of that certain parcel of Iantl de:scribt:d in a detxl Io the Atchison, Topeka and Santa fe Railway Company recorded June I5, 196b in Book 7)63, Pubs 57 of Official Records in said C)fGcc of the Ct)unty Recorder of Urange County; thence along said southeasterly line hot2h 40°3746" East ! t.2£ feet to the northcastcrly tine oi'said Parcel 1; thence along the northeasterly Ind southutstcrly lines of said Parcel 1 through the t~tllowing courses: South 4y°20'32" East 12t)3.7G 1'ect, thcnc+; South 04''21'58" East 35.34 feet; thence South 4U93G'3G" West G 12.00 feet to said northeasterly tine pf' that certain parcel of fund described in a decd to the Atchison, Tol~t:ka anti Santa Fc Railway Company recorded Jwte I5, l96G in Book 796?, Page G2 of Official l~ccords in said Office of the County Recorder of Ornngr ('aunty; tht;ncc along said northeasterly line: North 49"20'53" Wesl 12,36 feet to the'f1tGC 1'O1N'1' ()F 81;C1wtY11\'G. CO~iTAI:~I\(;: 22,398 Square ['eel. SUBJEC 1' TO all CavenanW, Kights, Rights-of-lt,'ay and Easements of Record. RXHII3IT "li" attachccl and by this reference rn:uic a part hereof. ~~~o SAND S~~GF C,,~' K1JRT ~i. p 2 Z s~axEU. ~ Kurt It. '1'roxcll, L.S. 785=1 lla ,k 1t?pda::ntgt:?.1?a I'•Admin'•kSa1s~A031•t.Gl; U'l.:tnt yt~ 7~d p0 Tp r2/3112~ q~~f CAG~f~ Page 7 of 18 25F-9 Attachment 9 • T ~.E: ( ) Iht?I~?TE:i ?ECCRG J4'A ~5' P.U. `J0. 9-IH1, P.N.S. 3^til4r-e8, C,T'' tiP~:>2Y. DYER ~ i ~ ~ t "f r, 1, v ROAD G: iv a,w~;• _.L...__ (Vd9'21'Ot~$ LJia.fi5'j _ .~..,~~1~.. ~f ?~/lta. :v ^1 `~J.11.ut,.,A 1i,b °3~ 1 +.F"!'r ,q_ fi ~ ~f ~ s` N-'2 ~ 1 i ctg'2C'.47" 12C~, ,6. Pf:l,. ~ ~ 55.34' s2" - ~ ( ~tiiy'ZO'.;2"'N X33.1:.4' E -"''j i . a j o f J ~ ~o' ~ ~o'' cc~' j AP N0.430-181-2~ `L~~ Z201v' EAST OYCR 1?CAL`) ~ 4 • _ I P~aRC~L l ~ I r' ~ rn ui 1~ I:a r ~ I t) ~ ~ 4'ii Icl f I K Il fV•1 ' ~~p N 1 b ~ 1~ 'i•'] i W C7 oC1 ' ~ ~ IU W t i.i ~ v ' Q, V .Hp `F ~ '''R Z ~ '1 S 10 G (ff ~ W Nag"7~'S3 N t a `v ri ~ 1"~i ~ 1'L.J6' ~ 'n ~ ...i ~ ' n I ~ I J UJI rf'LY LNE t).R. `/962/62 ~ . M._ o ~ ~ ter; Q" 1 I J_ 17. Lao' "I l .'.r / t ~ ~0' z r,s~ 1i.l5' / 28.75' r I ~ SW' LY L 14F ~ 5.25' I'~ ss ~J j ~I s;y c`~ DETAIL ~T ~ ~ ~ ~ ~ " SF.E GETA 1L N.t.s. AT LEFT ~ Try N tr~ U NE'LY LIi~ r~ r°i d.i. k S.i. ES~Ifr. 4.R. 7962/62 i ~ T.P.C3.8. EXHIBIT Mgr P.o.c. ~nesc~u~~~ PAZC~L 2 i~sr si.r cc_.~.. AP N0.430-187-25 PCT.. t SHEET t OF 2 SHEETS PIANNINA ~ CL~ICN / p(,.V FYN II IS YIUN DYER ROAD AND RED HILL AVENUE was ti.*~« ~..»Iwar (DRSS-1, LLC) a ¦ • sn++e cwJ«c~x slay-aa~ C O N `3 U l.T f N G ws.vzaws • Fix ala A7tpra • ..wsmr•~.. CONTAINING: 22,398 SQUARE FEET w ~ 1 •+osp~i~ ,~o .zoo- i't13?IIARY ;1, 2".G8 J.Y, tU-1>i4C41 S\41x1-L%-D..D'AG Ss~FP.RI ~jl//Ufl ;'0 a-1 Page 8 of 18 25F-10 At#achment 1 a`'~ , ~ y ~y i 5' J Sb ~ '196 r, ~ .o, AP NQ. 430-981-25 {2Q4~J LAST DYER ROAp) ,p ~ \ U P~RC;EL i,J1/1 P N0, ~~-187 r'' a t' . r' C' C3 ~ ,p D O~, , p ~ CJ ~ C`~ !y -t1 s ~ LA \ ~ / I)A TA il'~f3LE ~ ° , car n P10. ?3iZNG/DELTA RADIUS LsIG74 .v 1 N4~3' 37' 46 °E 1.20' ~d~ 1` \ ~T~.L ( ) tI~1CATC5 RECCRD DATA FER Y.M. N0. 88-197, P.M.B. 3~/4?-49. ~0°~4,, g2 c~,°~ 92 rz a 11 EXHIBIT B ~ SI~TC11 TO ACCOAiPAHNA ` 1 LEGAL OESCA~710M FOR AP N0.430-151-25 SHEET 2 OF 2 SHEET'S r\AwIVINO ~ Af NYliw ¦ COM5S 4l.GT10N DYER ROAD AND REO HILL AVENUE (DRSS-I,LLC) r ¦ ¦ Norsk-«,rwcrar CON 3 U L71 N 6 o+±ozuue . r•.u ~wg2p~;y~,~,,,~, CONTAINING: ?2,388 SQUARE FEET H:V'unTh ~no.a.~ ens tt~,~cxr.~e„s +oa-cc- ~"PiZL4\nY It. 2~L~R J.A. lCr?OtCat ~ 03.0"~' S~4w'vey 7!17/03 4.6 am Page 9 of 18 25F-11 Attachment 2 '?•/hen recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Ptaza, M-36 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL AGENCY(IES) APPROVED BY DESCRIPTION DESCRIPTION A.P. RNV MAP PROJECT TAXES PUBLIC WORKS DIRECTOR WRITTEN BY CHECKED•O.K. NUMBER NUMBER NUMBER 430-181-25 Portion of 2040 E D er Road, Santa Ana, California TEMPORARY LANDSCAPE EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, DRSS-I, LLC, a California limited liability company Does 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, easement for public right-of-way purposes for the right to plant, maintain, replace, or remove landscaping in, upon, over and across that certain real property in the City of Santa Ana, County of Orange, State of California, located at 2040 E. Dyer Road, Santa Ana„ legally described as follows: SEE ATTACHMENT 2, EXHBIT "A"and "B" -LEGAL, ATTACHED HERETO; AND BY THIS REFERENCE MADE A PART HEREOF: This permission is granted subject to the following conditions being fulfilled by City: ~A~ Improvements will be constructed in the areas as shown in Attachment 2, Exhibit B, attached hereto and made part hereof. Landscape improvements will be constructed in the area that is shown in Attachment 2, Exhibit C. ~B~ During construction of driveway approaches, access to the business will be maintained at all times. In some cases, construction of one-half of a driveway approach at a time may be required. In this case, the contractor shall provide a temporary asphalt driveway to the business until a permanent concrete driveway is constructed. At no time, the contractor shall block access to the business during construction. ~C~ City shall indemnify the undersigned against and hold the undersigned harmless of any loss of or damage to any property, or injury or death of any person whomsoever, proximately caused in whole or in part by negligence of City or its contractors or by any act or omission for which the City is liable in the exercise of the rights herein granted. It is understood that the period of use of said easement shall exist for a period of no more than 12 months and shall commence with the first entry of owner's property by City's contractor. Upon completion of street widening work, Easement Area shall be maintained in compliance with City ordinances as applicable to this site. This easement shall terminate upon completion of said construction and in any event shall cease and terminate not later than December 31, 2011. DRSS-I, LLC, a California limited liability company By: Date: , 2009 Its: STATE OF CALIFORNIA }ss. COUNTY OF ? On ,2009, before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislhedtheir signature(s) on the instrument the person(s) or the entity upon behalf of which the persons} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature SIGNATURE OF NOTARY PUBLIC PLACE NOTARY SEAL ABOVE Page 10 of 18 25F-12 Attachment 2 FXI{IRIT ":4'' fags: 1 al' 1 LEGAL DI•:SC:RIPTIO\ :41' `U. 430-181-?S F012'1'EAIPOR41.2Y L:4aVllSC::4PF: F:1S[:~l1\'1' 1)YLI2 ROAD ~4~iD 121ll HILL :4VE~CJC 'That certain parcel of land situattYE itt the City of Santa Ana, County of Orange, State oi' Califoa~+ia, being that portion of Parcel 1 of l'arccl ~iap 1\0. 98-187 as shose~n nn a map thereof fitcd in Book 3pG, Pages 4? and ~f; ~~f Parcel ~teipy in the Ot7ic;e ul'thc; Cuuuty It~corcler of said Orange County, described as follows: CO\11~IEN'CIN(: at the most southerly corner ol'said P~+rccl thence alum the southeasterly line: of said parcel North 4U°3ti'36" Fast 28.75 feet. to the nothcasterly line of that cc[•lain parcel c7f tantl clescribcd in a dccsl to the Atchison, "Topeka and Santa I~c Railway Company rccarticd Jut+c 15, l966 in 13ook 7962, Pate G2 ul' Ollicial Records in said UI'lice of the County 12ccordcr of Orange County; thcncc along said tx~rthcasterfy fine Korth 49'20'53" West 12.3h feet to the '1'12L'l POINT OF B>;CINYI\G; thence North 39"39't9" Fast 128,29 t'ect to a line parallel with and 14.5() feet northwesterly of the sauthcastcrly line fsl' said ['arcel I; (hence along said parallel line Itorth 4U°36'36" East 471.Ub fel; thence Notch U4°21'58" West 33.1' feet to a line p;+rallel with acrd lU.E,7 feet south«•csterly of tl+c nc~rthcasterly line of said Parcel I; thence along said parallel line 1\utKlt 49" 20'32" \lr'est 563.(}4 feet; tltenee tiurth 4)°30'32" West 204.03 feet to a line parallel with and southwesterly 11.26 fief fioan the northcastcrly line of said parcel; thence along said parallel line NnrtJt 49" ZU'32" 6Vcst 419?0 feet to the southeasterly line of chef certain parcel of land described in a deed to the; Atchison, '1'upeka antl Santa Pe Railway Company recorded June l 19Gfi in 13ook 7962, 1'agc 57 of Official RccorcL•s in sand Of~ficc of the Ccsunty Recorder of Orange County; thcncc a[ong said suutheastcrly line South 40°37'46" Vl'cst 1$.00 feet; thence having said southeasterly line South 4}°20'32" IvasE 419.24 feet; thence South 49°30'32" Last. 2{)3.99 leaf; thence South 41)°20'32" East 4fi5.60 feet; thcncc South 4U°39'28" West 15,QU fe>s;t; thence South 49°20'32" East 35,88 text; thcncc South 4U°39'28" West 17.OU feet; thcncc South 49'20'32" !'vast 73.58 f+;et; thcncc South aU" 3G'3fi" \Vest 451,18 feet; thcncc South 39°39'l9" West 128.16 fca;t to said northeasterly line of tflat certain part:cl of land described in a deed to the rllchison, Topck;t ar?d Santa l~e Railway Company recorded June I5, 1966 in i3ook 7962, 1'agc G2 of UfGcia] Rc;cords in said Office of the County Recorder of Orange County; thence along said nc~riheastcrly line South 49"30'53" 1~~:'est t S.UU feet to the TRUE• POI~iT OF BECt\N li~l(;. COhITAfN1YC: 29,8119 Syuare I'ect. 5L'B.IF.CT TO all Covenants, Rights, Rights-of-Way and !~asemcnts of Rccnrd. EXITTBI`1' "13" attached and by this rcfcrence made part hereof. ~~~Q LANp SU~GF ._-_-..7i_~7i ZDp$ KURT R. o hurt 12. 'lroxcil, [..5.734 ate TNOXEtt. ~ H:.t~lnta+1~J10•t04f`,Adminle};ats:~A3I.1.(iL•US.d~w * Ta54 1k 0 J'~' r2~s~~'~ ~~Q 9~aF CAS-\F~ Page 11 of 18 25F-13 Attachment COTE: i ) Il•13I^..~Tf.3 R=C^~.J DA-~. 'E~ i ~I"Y g'di:kY. P.U. V0. •35...18', N.O. 3Cti~dr-44. ~ i( C:~Y_~f' T'•.'V t~ DYER READ ;--i' ~ I,~ ~,~..i~ tr~.9'zt.GS,..n 132i.fi') - ~~;Y tM;r>,F - _ _t.._ JlI {~t!fq'L 1'V i•~ i.:uo, o~' 1 ~ ~ ~tl~. W ~ ~ J -~`f_ `W3'ID'32"tr iz35.75~ L__} f'€:L: -_~~_i - ~ = ~ ; w ~ 4:S ~ 5~5' 20' 32"1: 465.60' _ ` ~ ? f ; (7 , / m !fi f ,'t0('t'1~D R%ii _ ° N S ~ II 30' ~ 30' 6G' J r~ ~~~r 11,,~~ i5' ' I t20' I i1!'i~f..,~ IY?r~ll )~t~. ijl id.50' 1 ' _..-..rl IJ ~ I ~ G ~ N T.~P _D.B. N ~ ~ P C f 1 ~ _ ~ q~, ^ Nl ~J ~ ~ I r~ n Ip'1 ..J .r ~ I r~- ~,0 1 1 2 x ~ ~..1 M I{I NE'lY L::E \ ~ ,L J ~ O.R. 7962/62 "'t c~ o x p o r7 ~ L w1 _ i7.co' - z AP N0.430-1$1-25 w' ~ vW ; r~ { i t .75' (2040 EAtiT f.YcR r'7;:d0} N ~ <T _ ~t ~ I Z _ 44G•3G'36"E SM'LY t.I\E~ 5.2~ 29.75' I ;t4~ ~ ~ ' tl, 1 -SI(~.iT 5 l.Y 29'.'x'- It`s Cam. pa., , DETAIL N.T.S. cs c:.f ~ t5' ~i~ # !Y D:tTA iA:3Lr - ~ ~ m~a~ F~tJS/D_LTA 4AOIt;S t.EhGTH s N49'20'S3"N 12.36' ~tS' 2 S49'20'S3"E" fS.CO' ~ . 3 $49'20'32"E - 73.58' A,T. k S,F. E9dT. °'.0 1 4 540'59'29"W t7.C4' - ~ ~ F 5 S49"20'32"F. 35.88' f'ER C.R. 7962/62 n oa `"J s saa•3s•za"w ~ i5.00' T.PYQB. ~ ^ ! 7 NC4'?.i"59"'~1 38. i7' / SEE OE?All ~ i 8 N39'39' 19•E 128.29' / - ~ ~ ABOVE-- - - ~ ~ - - - -'1 ~ ~ zo l ~ so~ EXH(B(T SBA __1 P.o.c. 1 ~ 1~ SXEiGFITOACCOMPANYA r^f-1~~! 1, ~ ~~'t.Y LL•OAI.DE8CRIpTiONFOR CCR. PCL,. i ~ 430-181_$5 S?iEET ! OF2 SHEEfS Pl.~NNINp ¦ DCpIDa1 ¦ OON ¦~MUDTIpN FOR TEMPORARY UWDSCAPE EASEMENT DYOER~+ROAD AND RED MiLL AVENUE ~ ~ ~ urn u.Tw P,uacxAY (DRSS•I~ i.Lri~ IT+MC CI:f'CMNA97c71.1C77 CON 5 W LTI N G D+x~».xsns • rnX u9uxu>J . wwr•/P,orr. CONTAINING: 29,889 SLIUARE FEET 2 i-~ruar tt, zrn~ ~.rt. ID-to4o4i ~ r. n r n ,r u , cm Page 12 of 18 25F-14 Attachment 2 ~ ~ r c A.?. 'i . EStiT. ` l 1 L'd9a~{iF.'i F~;;C~C !iA'A "r'_R 'Ef2 O.Z. 7J6jSi.\\ ~ \ 1`\, l I'.!d. X10. 55-1A'•. P.SA.9..i~i~J#749. t , ~ ~ s~ \ 'Y~ ~e ~o ~ .a ~ ,y ~ ~y o o A AP N0.430-189-25 ' ~ 99 " 2- Q {204Q E:,ST CYER Rt?Ai;) . 0 ~ d i ~ ' 1, ~l~.l. ~ ~ .-n ~ o OATA TAI,1,> w ,s, °~s 15i ~ - ~ ~ ©ItrxhE! TA RAflIIS LEkG`M .c- ~~.oo' .~o 2 N49'20'32"V1 L~3.04' ~ R 1~ y2 r~, 5Z g 2 ~ EXHIBJT nB~ SI~7CtI TO AC~COAIPAHV A ,y ~ ~z AP N0.43Q-181.25 SHEET 2 QF 2 SHEETS FORTEMPORARY LANDSCAPE EASEMENT ~ ~~.,R~ • DYER ROAD AND RED HILL AVENUE (DRSS-I, LLC) • K7?SALTON?NKWAY CONTAINING: 29,889 SQUARE FEET c a ~ s u Sri N a „0..7:,~ . ~A~"~,;,~"'`„ ;'a;;~„' y: ruA,rA\~oiaa+ CA:^.C\~.~?ItiL•CiM~~:IS ~O~S-_X-!6A~G sun.~s ~!•i~ce iw~c «n fEORW~Y 11. 2IX)8 J,M, t0-iPf011 Page 13 of 18 25F-15 Attachment 2 Exhibit "C" -000'OG©O,O3n ~ i ~ O i I i o ~ ~ , a ~ Z ` ; ; ~ ~ s a a l~d.~.l~ ° r e aC . ~'a~~ ~ ' ' ~J a. rr~ 1 eo .l.L._. Z _e 1 Ma' ~ a ~ ' ~ ® ee 8a ; i _ a:a aaasaa ~ ~ oY..YYRYAAR' E" ~ S~ I a ~ i ~ ~ i ii ~:1~ iI, ~ r ~ , L 1 . i N li ~ t: r ~ Qm r r i `~g ~ ~ ~ ~ j 1 + ~ i~ y p ty is ~1, ~ ~'i~ it u': ~ 1 ? fff a Q ~ ~ i r k w ,rasa n ~ ~ i~ i 9 ' i i ; cZii'~~ wlv~ ~ i i' ~ i 1 b 9~~a N ~ i i i r < . 1 5 , m s °w a ~ . ~ ; ; I ; ~ ? ~ ; e ~ e b r'~.___~__-r- 11~~ MA7CHLINE SEE SHEET LP-OZ »~......sariw...,.......s...a~ v wrn~w . i.re, ..w Page 14 of 18 25F-16 Attachment 2 Exhibit "C" NATCHl1NE SFE SHEET 17-0~ I~~_. - - _ _ I t ° oio 00 op'o 0 0~ g ~ , - ta~a x ~ 9 g~9 i ~ § f N z tl~ O1` V 1r` g a s s a~~ s F."9 N r, ~ ~9 ~ a i ~ ~ , ~ i ~ ,v, 1, ~ ~ S ~`6 i _ f N ~ w ~ a I _ o` I , 00 A~ \ , I ~ f' a ~ ; ~ ~ ~ f,a i i ° . 3 ~ a° ~ ;'i I i ~x ~ f i i 3 i Y 7 ~ ~ f a'~.:, ~ ° ' r j ' ° ' ' _ , ~ ~ ~ ~ ~wf , I i ~ I L tiff ~ ~ ~O ~ ~ ~ 3x aT"` ~ ~ . . m or - - Rf~D HILL of o~.--h~ L ~-----lf I9 ° F•'_'..a an,STArnn t ~ ~ .~5'TdATARC. ~1 9 _ ~ O V R ~ ~ ~ MATCHLWE SEE SHEET 1P-03 ~ _ , Page 15 of 18 25F-17 Attachment 2 Exhibit "C" oooooe©oi~ o _ - - ~ - S~ ~ C~ c I I DEERE AVENUE i z 8~ ~ is ° ~ ~ ~ I f i . y n f ~ I jar,aa asas I~i ~ ~ ~ ~ ; p.'.' 9 I N~ yi 1 i X~ . i ililild~l ~ f i ~ .'sil ~ ~ ~i I I ~ - :j....., p • I I i ~ I ! ~ ` iid .i _ ~ i I iii c Il t I ~ ~P ~ I f t I i ~ f. f_ f i I 8 I ~ l 1'i ~ ¦ ~ A, I ~ i F I i n 9 ~I k 7a p ~ ~ ~ ~ tIi f~ ' m $ ~ I ~ s~ i d• ii 1• , _..t..~ ~ ~ ~ ~ ~ - - - ~IMTCHUNE SEE SHEET LP-06 ' _ - - _ Page 16 of 18 25F-18 Attachment 2 Exhibit "C" MATCNLINE SEE SHEET LP-OS yy~]NN ~ ~~i ~ ~ F: ~i min ~ ~ i ; ; _ ~ ' ; S~ - 0 01010 00 0 7 no r - I i d r ~ 9 Y { ~ ~ _ . 1 - z w~ ~ g a S o iEi 31 ~ y~ X39 I I $ I I ` , I~I~~,~i~ ~ ff ~ a~~a j i _ ~ i I t ®6 A'® 's ! ` ~ I ~ n ~ I , " I I sRX~AA7:ii3 ~ ~ ! J 1 ~ I i I I = j F~ I 1 i ~ ~ ,a , , ( E} I a~ ' +a 111 if ~ ~ ~ I ~ I li ~ ~ I Q ' CCCC ~ ~ ':i :~i L;~ Z , j ti1e:,~..,.ki Y DTI I ~ ~ ! ~ I k n k ~Y 1 i y y I 1 4 1 T y ~ ~ ~ I o~ ; ~ ~ I Y i' V a~ g ; _,1~. m ~ ; I r J I 1 1 ty~ ~ ~ • P I ' ~ ~~y~~~?t7iT~- = g Y , ~ MATCHUNE SEE $MEEf lP OS - ~ 'MATCNLINE SEE SHEET LP-02 .....~r..w~~uw...+..Mw..w..+..~ ~.uin ur. . Page 17 of 18 25F-19 Attachment 3 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 of title 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 andlor 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. Page 18 of 18 25F-20 PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (Commercial) THIS AGREEMENT, entered into this _ day of , 2009, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City" or "Buyer"), CFRI/Greenlaw Dyer Road L.L.C., a Delaware 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 unimproved 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 ATTACHMENT 1, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF AND A5 DEPICTED ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as a portion of 2001 E. Dyer Road, Santa Ana, CA} (APN 430-221-13) Said purchase and sale of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company (the "Title Company), 2 First American Way, Santa Ana, California, within ninety (90) days from and after the date on which the City has executed this Agreement. 2, Title to be Conveyed, (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 liens recorded against the real property by or with the consent of the Seller, except those exceptions shown in the Title Report and described in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. (b) Seller does hereby convey to City a temporary landscape easement as described in greater detail in Attachment 2, attached hereto and by this reference made a part hereof. 3. Title Insurance. Following execution of this Agreement, the Title Company shall deliver to City a title report (the "Title Report"). 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 b the abov e Y mentioned title company, with the City therein named as the insured, in the amount of ONE MILLION SEV ENTY NINE THOUS D AN SIX HUNDRED SIX AND NO/100 Dollars $1 079 606 ( ) insuring the title of the City subject to the Permitted Exce tions noted in r 1 p Pa a ra h 15 at no 9 P additional cost to the Seller. Acceptance by City of an such olic of insurance whether such Y N Y , Page 1 of 27 25F-21 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. Seller shall not be required to remove any exceptions from the Title Report other than monetary liens recorded against said real property by or with the consent of Seller. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, Attention: Robert Benavente (the Escrow Agent) within five (5) days from and after the date on which Seller has executed this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of Seller's counterpart shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. 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 Attachment 3 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, including any endorsements to Seller's title policy requested by Seller and approved by Buyer, which approval shall not be unreasonably withheld, 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 Attachment 3 General Escrow Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 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 unimproved real property, and severance damages, the total sum of ONE MILLION SEVENTY NINE THOUSAND SIX HUNDRED SIX AND NO/100 Dollars ($7,079,606) (the "Purchase Price"). Upon the opening of escrow (described in Paragraph 4 above), Purchaser shall deposit into escrow cash or other immediately available funds in the amount of Fifteen Thousand Dollars ($15,000) (the "Deposit"). The Deposit shall be applied to the Purchase Price at Closing. Upon delivery of the Deposit in escrow, the Deposit shall be deemed earned by Seller and non-refundable to City unless the real property is not conveyed to City as a result of a default under this Agreement by Seller. City agrees to deposit the remainder of said Purchase Price and all costs to be paid through escrow by City In escrow: with the Escrow Agent within Ninety (90) days from and after the date on which the City .has approved this Agreement, Page 2 of 27 25F-22 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; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. If the foregoing is not completed within ninety (90) days after the City has approved this Agreement, Seller may, but is not obligated to, cancel this Agreement and the Purchase Price, less the Deposit, if any, shall be returned 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. Seller may, but shall not be required, to remove any improvements or trees or plants, located on said real property prior to the closing. 8. Condition of Property. City agrees that City has performed all inspections of said real property as it deems necessary and is satisfied and accepts said real property in its present condition. City acknowledges, agrees, represents and warrants that City is acquiring said real property on an "AS-1S WHERE IS" basis and with all faults as of the date of recordation of the Deed conveying said real property to City. 9. Waivers. The waiver by either party of any breach of any covenant or agreement herein contained on the part of the other party shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs. Assigns, Successors in Interest. 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. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12.Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said real property, following no less than twenty-four (24) hours notice to Seller, at all reasonable times prior to close of escrow for the purpose of making necessary inspections. In accordance with, Government Code §990, et. seq., the City acknowledges that they are self-insured for liability up to $1,000,000.00 per occurrence. Specifics as follows:.01$ to $1M Self Insured Retention (SIR); $1M to $2M risk shared by 5 Big Independent Cities Excess Pool (BICEP) members; $2M to $10M reinsurance of BICEP Master Memorandum of Liability Coverage by Everest Reinsurance Company; $10M to $12M excess insurance by Everest National Insurance Company; $12M to $27M excess insurance by North American Specialty Insurance Company. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and severance damages. Page 3 of 27 25F-23 14. 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 92702, County of Orange, State of California. The mailing address of the Seller is: CFRI/Greenlaw Dyer Road, LLC c/o Greenlaw Partners, LLC ATTN: Wilbur H. Smith III 4440 Von Karman Avenue, Suite 150 Newport Beach, CA 92660 15. Exceptions. City agrees to accept title to said real property subject to the following exceptions listed on the September 28, 2007 Preliminary Title Report prepared by First American Title Company: #4 through #21 ("Permitted Exceptions"), described in greater detail in Attachment 4, attached hereto and by this reference made a part hereof. 16. 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. 17. Hazardous Waste. To the best of Seller's knowledge, Seller has not used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about said real property, or transported any Hazardous Materials to or from said real property in violation of any law. 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 transportation of any Hazardous Materials to ar from, said real property in violation of any law. 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), in 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) asbestos, (vi) polychlorinated biphenyls, (vii) 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, (viii} designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (ix) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (x) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. a, To the best of Seller's knowledge, Seller has not received any notices that said real property does not comply with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous Pnge d of 27 25F-24 waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Contingency. 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 constitutes said acceptance and approval and that the City accepts the Property "as-is". 20. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invaiidity. 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. 24. No Reliance By One Party 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 Beneficiary. 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 of this Agreement, without cost. 27. Applicability of Aareement To Assianees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 28. Authority to Execute Aareement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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 of this Agreement. 30. Driveway Ingress/Egress Clarification The City and Seller acknowledge that ingress and egress rights for the real property, to and from Dyer Road and Redhill Avenue, will not be modified Page 5 of 27 25F-25 due to the conveyance of a portion of the real property contemplated by this Agreement to the City. The City will allow a minimum of one (1) driveway on Red Hill Avenue and a minimum of two (2) driveways on Dyer Road to access the real property located at 2001 Dyer Road, Santa Ana, California (APN 430-221-13). This provision shall survive the Closing. 31. Remedial Work. The parties acknowledge that the City's purpose for acquiring said real property is to (1) widen streets adjacent to, and (2) remove and replace landscaping on said real property, as more particularly described herein and in the Temporary Landscape Easement Deed attached hereto as Attachment 2 (collectively, the "Project"). In connection with the Project, certain remedial work will be required to be performed on said real property. Such remedial work is detailed on those certain plans prepared by RBF Consulting bearing a Drawing Revision Date of July 31, 2009 (the "Remedial Work"). City agrees, at City's sole cost and expense, to complete all Remedial Work. This provision shall survive the closing. This provision shaA survive the Closing. The parties have executed this Agreement as of the date written below. SELLER: CFRI/Greenlaw Dyer Road, L.L.C., a Delaware limited liability company By: CFRI Dyer Road, L.L.C., a Delaware limited liability company, its Managing Member By: CRI P pert Tr s ``~a . a land real state i e tr t, its s le man em er By: Nam Title: CITYlBUYER: CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: BY: Dated Maira Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney BY: ' Jose Sandoval Chief Assistant City Attorney Page 6 of 27 25F-26 Attachment 1 l:xxrsrr ?'n~e I or 2 L[GAi, DTSCRII''I'ION AI'N d30-221-13 DYER ROr1I) AND .RIND BILL AVENI:IF, rArlcl:L I: That certain parcel n( land situated in the City of Santa Ana, County of Orzurgc, State of California, being that portion o'f P:uccl 2 of Lal l..inc~ Adjusunent No. LL. 97-0?3 recori.lnd June 11, 1998 ns Instrument No. 199803G8U21 of UI'licial Records in the QClice of the County Recorder ofsaid Orange County, desc[ibal t[s follows: C014•I6'IIsNCING nt the inler:5ection of the centerline of Dycr Rond with the ccnlerfinc of Red 1-1{11 Avenue as sho4vn on u map (sled in hook 48, Page 1~l of Parcel Maps in said Office of Ilte County Recorder of Orange County; thence along the ccntcrlinc of bycr Road as shown on said parcel map Nm'th 49°2U'32" 1Vest 375.S5 feel to the southwesterly prolongation q1' the southeasterly line of said Parcel 2 oi' Lot Line Adjustment No. LL 97-021; thence along said prolongation and said southeasterly line North 40°39'23" Last 73.33 feet to the TRUE PO[[V`1' Or 13EC[NN[NG; thence leaving said southeasterly line North 50°09' 19" W[st 721.01 feel to a line peirallel with and G3.10 feet northeasterly of said centerline of Uycr {loud; thence along said pur;[Ilel line North 49°2U'32" 4Vest 143.5( feet; thcncc North 49°19'41" ~Vcst 33.04 feat; thence South 40°39'30" Nest [ 1.11 feet to the northeasterly right-of--way of Dycr Road as describal in that certain deed to the City of Sanl.a Ana recorded June 11, 1995 as Instrument No. 199803b5023 of Ofliciul Records in said OI'[ice of the County Recorder of Orange County; thcncc. along snirl right-of-nary South 49°26'32" East 313.77 fact to an angle; point therein; thence continuing along said right-of-way North 40°38'18" Last 2.UO legit and South 49"20'12" L-,usl 53.77 feet to the southeasterly lint of said Parcel 2; thence North 40°39'?.8" Gast 19.3.; leel to lhe'I'RUL YOII\''I' ON 6ECINNI[~IG. C0~1TA[NINCi: 13,434 Square 1=cct, more or less. PARCF.1., 2: 'that certain parcel of land situated in the City of Sunla Am[, County of Orange, Slate of California, being that portion oC Parcel 2 of Lol Line rltljustrnent Nn. LL. 97-023 recorded 7unc 11, 1998 as Inslrumenl No. 199S0365021 of Official Recar•ds hi the Oflce o['the County Recorder of said Orange County, desa•ibal as foilotvs: COY[i~[tiNCiNG al the intersection of the ccntcrlinc of Dycr Rood n~ith the cenlurlino of Red IGII tlvenuc as shown on a map filed in Annk Oft, 1'al~c 34 of 1'tu•cel Adnps in said Office e,f tlw County Recorder of Orange County; thence t[long the centerline of Red I-lilt Avenue ns shown cm said parcel map North CIO°3G'3G bast 30.00 feet to the southwesterly line of Lot 105 oi' h ~~inc's Subdivision as shown on said parcel nurp; thence continuing along said centerline of Iled Eiill Avenue North 40°37'53" L-'usl 457.UU feel to the southeasterly prolongation of the soulhweslu•ly Page 7 of 27 25F-27 Attachment 1 AI'N 431}-221-CT Page 2 ul'2 Dyer Rond :urrl Reel i-1111 ~\~•enuc Exhibit "r~" t,egnl Description line of said Parcel ? of Lot !..ine Adjustment No, l,l. 97-07.3; thence along said prolongation and said southwesterly line North 4)'20'32" Wcst 74.5 feel to the `t'RUI: PAIN"I' O1~ BECINNIYC; thcncc leaving staid soulh4vcstcrly line North 40°2T49" bVcst 100.OU fc~l to the norlheastcrly }ine oi~ said Parcel 2; thcncc along said northeasfcrly line South 49'21)'32" Last } 5.43 feel to a point in the norl.hwcstcrly right-oJ=way of Red 11111 Avenue as dcscrihec.l in tr deed to the City of Santa Ana rcc~rded December } I, 1972 in E3ook 104~i=1, Page 9S3 oi' pfticinl Records in said plrce of the County Recorder of Prange Count}; thcncc along said northwesterly right-of-way South ~t0°1T53" West 30O.OU ('ect 1o said southwesterly }ine of Parcel 2; lhcnee nlrnig snarl southwesterly line North 49°7.0',2" bt'esl id.55 feet to Ihe'1'12UI? PUIN`f Oh iTLGINNINC, CONTATNiNC: 4,497 Square I'cel, more or less, SUli,1EC"I' "1'U al} Covcnanis, Rights, Rights-of-~Vay and Easements of ftccord. FtI-TCT3I"1' "i3" nttachcd and by this reference made a part hereof ~5~p ~ AND SURGF KURT R. p TRpXELL ~ _ t _L LD/ ~ * ~ # Kurt R.'Croxcil, L.S. 735 i Date ~~F+A 765400 q~, • !2/911 Q~ FOF CA~~~~ Page 8 of 27 25F-28 Attachment 1 i nnT,\ r•nrn ( ) IPID(L'ATES RECORD DATA PER L.i_.A. N0. LL 97-07.3, C~> f321~1G/ULLTd. Ft,10!US l.FP1:;TH i NSTRl9,lENT M0. 199803fi8O21 , O. R . Cdr,,, 2 uaa'39'2a"F Y9,;+1' ' ~ N•19'2D'JZ"'N 1.45.`6' d ta79'19'dl"8' 33.04' I S S•10'39'30"'N 11.11' I \ G H40'SB'18"~ 2.00' ~ % 549'20'32"c 8;.77' I ( I i \ f'.M. N0. 85-320 I P.M.Q,I Z3o/37-33 I PARCEL 4 I Fl•IRCcL 2 i I I ` ~ I I - - I - - - I I SEE SHEET 2 I°(~~ PA~2CLL 2 7 I ~,..,I I i I I PARCEL2 •~.__-`j_-;-- ~.I111 4,4f37 SU.FT.i I _ I -I ~ P1tRCEL 2 ~ ~ I l n ~ S t. ~r 1 I w N LD-C LINE' ,QDJU:iIMEI`Il" No. LL 97-UL3 \ ~ I ~ 1N57. No. i 993D36c5021, O.R. ~-I>-I I o nr~i`I Sao-2z I ~ ~ 3 I~ I I I (,~j tai I e J ~H) I `a CC a ~ PARCEL 1 ~ ~ IrI 13,484 Sf~.fT.t (i=; ~ I ~ SF.f Dc TA 1 L ~ ° T.P.O,B, I 4 ~ PIZOPOSL"D R/L4 BELUI? ~~~`-I'~'PCL. 1 13'_IGO' N5o'aa'1<.1"w n4.o4' t- T1.13' iti Sag 20'32 E 813.77 , r" I 1 ~ IJ,,y'!0 J2"N _ I(,_ T a9' '3z"w 2 -EXfST. R/'ll~l J ~~"~a~_--~ s7s.as' - 1 { PIa9 z0 3z'H-'1321. 7. PId9 2i )6"W 1;37.1,58 - CE DYER ROAD - - tdE'LY R/'ri P[R I~ / . WST . P:0 . h~ cam/ 19sbosfisoz3, a,R. P.O.C. - T.P.0.9. 8r °•/p%' a'cls. I ~ 2 z ~ ~ `:,I PARCEL 1 1 ~ e~~~ 'r''. N49'2(1'32"W EXHIBI " " - - _.U~- -Y4i~375.65' TB -C DYER ROAb \ SKETCH To ACCOMPANY A 'C /1 LEGAL DESCRIPTION FOR N~ ' L'f R/'N PER 1 NST . sHeET t DF 2 sHEETs ND. 1998036807.3, O.R. ,~,w,.,,,, o~~l~w APN 430.221-13 DETAIL DYER ROAD AND RED HILL AVENUE r4.T.`°• ~ ~ L.,zel.,o•IpnuvNnY m•.eE, C.1'1fOY111A 926N~ 1U:1 ?ON6UL'C1N[t wa.rg25e~ pnrpapwn~~a .".elw.w." HF41Sfi) .IJN~ I8, 2C{a1 /A%,Iif9~l2fi, !lh]S ,1.N. 10-I(1dU~1 ,I: \pOAIA IO1p10~1 CIU7 4AVP11C ;%hptlllti 1011- Y••02.0 SIIA p15 III Otl 2;52 pm Page 9 of 27 25F-29 Attachment 1 P.rn. ,~io. as~aza ,.~,<<,_ ~.In.e. zasiar-,aa C3 ~su'~:,o_ i PARCEL 2 O irlulCArE; r,ccRO u;,Tn PER L.L.A. nC. LL 97-r-,2,1, -(Ni9 21' 16 N 799.55'.)-- ~ - j ` 1 I I 5O' IFiST. nYl. 199,91?'!6802?, tLK. FE'I_Y LINO PCL. 7. F'cR _ ? -I I_,L.A. n0. LL 97-023. 60 1 pgTA TABLE. PARCE~2 ---_110' I no-----rnaly;jCEi.iA---RAO.Iih_.. _LEPK~TI-'. 4,497 SO.FT.t g g ~ I r;a9'zc'sz"~at Go ac' ~A1~CEt. 2 ~g z rcaa'zc'3z"w 14.5:,' k•~, ~ I 3 S<EI'20'32nL 15.4.',' A°N 430--2?-113 0~ I v1 •r ~n CJ N M o 60' In Lor Liri>r ~,o~us-rr~~rrr n~o. s-r-oza ~ N i S'N'LY LINE PCL. 2 PER T.P.O.B. ~ { L.L.A. N0. LL 97-0231 PARC~ E~\ ` I •`3. _ V ~'l•1f'~~. (N49'21'16"'A 315.72') - - ~ , I INST. I Md. 199a036ao?1, O.K. ~I ~ r; <I • ~ ~ C ti ~ v IJJ ao Z i PARCEL ( 1r~j ~ ~ n Q ~ a ~ y., t~l ~I 8 ~ I til ~ 41 - 1- ~ V4I ~ lU~~ ~ 133' w 54'!'LY L[NE LOT 105 I ~j~ 60' N IRVINE'S SUB. , M.dl. 1/88 ~it cv (.!40'3!1' 1:~1"E) a9.2Q_32"W "'132],1L LN49~L.1.6"IY ~ 30.00' EXHfBIT nB° ~~DYERROAD ,N ~ P.O.C.i BIa:TGI TO ACCOAIPAM' A - LEOAL DE8CRIPSIONFOR - I ~ /._`A'_ ~ 1 SHEET 2 OF 2+SHEETS APN 430.221-13 DYER ROAD AND RED HILL AVENUE ~ ~ ~ u:.sAUCrlru•Knn• • nine. cAl.lxaupn n:cA-xu; C~NSUI.TINO 9~JFJ2JA5 • PAx v19A7707T] • .~..vPM,ooe RwlsEO JU1;E 10, zcaa uARCr1 zr,, zDDa ~ rl. 1o-ioaoal 1: • AAA !1 I , Y • • - , -II. IANNI:i 6 111 08 31 iJ pn Page 70 of 27 25F-30 Attachment 2 When recorded, please mail this histrwnonl and lax statements lo: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-36 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL AGENCY{IES) APPROVED OV DESCRIPTION DESCRIPTION A.P. R!W MAP PROJECT TAXES PUBLIC WORKS DIRECTOR WRITTEN RY CHECKEO.O.K. NUMBER NUMBER NUMBER _ 430-221-13 Portion of 2001 E. Dyer Road Santa Ana, California TEMPORARY LANDSCAPE EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CFRI/Greenlaw Dyer Road L.L.C., a Delaware limited liability company Does 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, easement for public right-of- way purposes for the right to plant, maintain, replace, or remove landscaping in, upon, over and across that certain real property in the City of Santa Ana, County of Orange, State of California, located at 2001 E. Dyer Road, Santa Ana„ legally described as follows: SEE EXHBIT "A" and "B" -LEGAL, ATTACHED HERETO; AND BY THIS REFERENCE MADE A PART HEREOF: This permission is granted subject to the following conditions being fulfilled by City: (A) Improvements will be constructed in the areas as shown in the Attachment 2, Exhibit B, attached hereto and made part hereof. Landscape improvements and ingress and egress driveways will be constructed in the area that is shown in the Attachment 2, Exhibit C. (B) During construction of driveway approaches, access to the business will be maintained at all times. In some cases, construction of one-half of a driveway approach at a time may be required. In this case, the contractor shall provide a temporary asphalt driveway to the business until a permanent concrete driveway is constructed. At no time shall the contractor block access to the business during construction. (C) City shall indemnify the undersigned against and hold the undersigned harmless of any loss of or damage to any property, or injury or death of any person whomsoever, proximately caused in whole or in part by City or by any act or omission for which the City is liable in the exercise of the rights herein granted. Page 1 I of 27 25F-31 Temporary Landscape Easement Page 2 !t is understood that the period of use of said easement shall exist for a period of no more than 12 months and shall commence with the first entry of owner's property by City's contractor. Upon completion of street widening work, the Easement Area shall be maintained with landscaping in compliance with City ordinances as applicable to this site. This easement shall terminate upon completion of said construction and in any event shall cease and terminate not later than December 31, 2010, unless extended in writing by owner of the real property. SELLER: CFRI/Greenlaw Dyer Road, L.L.C., a Delaware limited liability company By: CFRI Dyer Road, L.L.C., a Delaware limited liability company, its Managing Member By: CRI Property Trust, a Maryland real estate investment trust, its sole managing member By: Name: Title: STATE OF CALIFORNIA )ss. COUNTY OF t On ,2009, before me, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/herltheir authorized capacity(ies), and that by hislherltheir slgnalure(s) on the Instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Stale of California that the foregoing paragraph is true and correct. Signature SIGNATURE OF NOTARY P11B1_IC PLACE NOTARY SEAL ABOVE Page ]2 oP27 25F-32 Attachment 2 L\H16('1' "A" 1'asc 1 of• 2 LEGAL, DGSCRII'I'ION AI'N d3(1-221-13 1)Y1;R ROAD AND RED MILL AV1sNilE 1':1L2CE:L, f: That certain parcel of land sil:uuled in the City of Santa Ana, County of nr,inge, Slate ol• California, being that portion of Parcel 2 of Lot Line Adjusunent No. C.L. 97-023 recorcicd June 1 t, 1993 as Instrument No. 199303Ci3021 of Official Records in tl,e Office of the County Recorder of said Orange County, describal as fitllows; COi1~LNTf;11'C[1VC. at the intersection oP the centerline of Uycr Road with the centerline. of Rrzl Hill Avenue as shown on a m~tp filc;d in Dook 43, Page 34 of F'arcc) Ivfaps in said Officu of the County Recorder of Orange County; thence along the centerline of Dycr Road as shown on said parcel trap North 49°20'32" West 375.S5 feet to the southwesterly prolongation of the southeasterly line of said Parcel 2 of Lot Line Adjustment No. LL 97-073; thaicc along said prolongation and said southeasterly line North 4(1°39'23" East 73.33 I'ecl to the TRUF. PO1N'i' OF I3:GG1NNlNG; thence IeavinS said southeasterly line North 50°09'19" West 72l .Ol feet t„ a line parallel with and 03.1(1 feet northeasterly of said uenterline of Uyer Road; thence ,Tong said parallel line North 49°20'32" bVcst 143.56 feet; thcncc North 49°19'41" West 33.04 feet; thence. South 40°39'30" Wcst 1 I.I 1 feet to the norlhenstcrly right-of-wny of• Uyer koac3 as described in that certain decd to the City of Santa Ana recorded lone II, 1995 as Instrument No. 19930363023 of Official Rceot•ds in said Oflice of the County Rec<ardcr of Orange County; thcncc.. along said right-of=wny South 49°20'32" Fast 813.77 feel to nn ansle point therein; thcniec continuing along said right-of-way North 40°33'18" East 2.00 feel and South 49°20'~~" east 33.77 feet to the southeasterly line of said Parcel 2; thence North 40°39'28" East 19.3; Icc;t to the •1"RU13 1'U il~''I' OF SECINNING. CO.NTAINiNG: 13,434 Square I'cct, more or Icss. PARCF,L 2: 'J'hat certain parcel o(' land situated in the City of 5unla Ana, County of Orange, State of California, being that portion of Parcel 2 of Lot Linc Adjustment Nn, 1, L. 97-023 recorded June l 1, 1993 as instrument i~lo. 199S03fi3021 of Official Records in the (.)i•(ice of the County Recorder of said Orange County, described as follows: COMiV~1LNCINC at Chc; intersection of llle centerline of Dyer Ltnad with the centerline of Red I-till Avem,e as shown on map fled in Bonk X13, l'nge 34 of Parcel A-fops in said UI'}icc of the County Recorder of Orange County; thcncc along the ccnlerlinc of Rcd l till i\vcnuc cis shown on said parcel mop North CIO°36'36 Last 3{1.00 feet to the southwcalcrly line of Lot 105 of Irvine's Subdivision iIS ShOWn Olt SitlCl pal'Cl;l Intlp; Ihencc canlinuing ;,long said centerline of Red f-{ill Avenue Nc,rth 40°37'53" Last 457.00 feet Io the southcatiterly prolongation of the soutlna•esterly Pose 13 of 27 25F-33 i I Attachment 2 APN 431)-221-13 Pxgc ? ul' 2 Dyer Ilaad and Recl Ilil1 Avenue Exhibit "A" I,egnl Description line of said Parcel 2 of Lot Line rldjushnen[ No. LL 97-023; thence SIOng 58111 hT0I0tl~illfOn and said southwesterly line North 49°20'32" W'ost 7},55 ('cot to the 'CRUD p01NT' OF BECINNCNC; thence leaving said southwesterly line North 40°27'49" \•Vcst JOO.UU l'cet In the northeasterly line of Said Parcel 2; thence along said northeasterly line South 49'~p'1~" Cast 15,13 feet to a point in the northwesterly right-of=wny oi'Red Hill rlvenuc as dcsuribed in a decd lu the City of Santa Ana recorded December I I, 1972 in Gook ]01G4, Page 9S3 e, l' Ufliciul Records in said Ufiice o(' the County Recorder of Orange County; thence along said northwesterly right-of-tvay South CIO°3T~3" 1Vcsf }00,00 lect to said southwesterly line of Parcel (hence alnng said southwesterly line North 44>°?.U'32" \Vesl 14.55 feet to the: 'CR[Jh: POT\"I' Oh iiLCINN']NC. CONTAINING; 4,17 Square Feet, more: or less. SUBJrC'I"I'U all Covenants, Rights, !tights-of-~Vay and fascmenis of Record, EtHIB11' "I3" attached and by this reference made a part hereof, 1. ~5~0 SAND SU~~F ti =,4' KURT R. d Kurt R.'Croxell, L,S. 7854 Date ~ ~ 7854 m J,f, +A boo ~~Q 9~. ' 1213H FOf CAS\~~ Page 14 of 27 25F-34 Attachment 2 NOTE nnra rnnl.t: ( ) INDICATES RECORp DATA F'ER L.L.A. ND. LL 97-023, ~trr,;/UCLIA RAOfU 1.=N,",TH IiISTHl.61Eh1T NU. 199803[1307.1, O.R. ' ?190' 39' Z&"C 5•I . W' ~~r` 2 d190'39'2t1"E IS,;I:S' 3 Ifs;)' 2(1' 32°'N 1 •i3. ~E' d N49'19'41"'N' 33.OM1' I i \ 5 5.10'39'30"'N 11.11' 0 N9U'3E1.18"c 2.u0' I \ ~ I 7 S98'20'3Z`= 83.77' I ~ P.I+f.IND. 35-320 I I P.1vLE3. 23>/37-33 I I PARC[:L 4 I PARCEL. ? 1; I I _ - I - - - _ 7 I I SLE S'rICE l" 'L I'OR PARCEL 2 ~ I \ I f i PARCEL 2 I,~ I1 I 34' 4,497 Sq.F'T.:i 1 ~ I I - I-- YI~RCRL 2 F-r I a~ 1 I ~Iri 1 z I w ~ LOT LINT' ADJUS"f,41L'N7 NU. LL 9%-023 1 11..:n r-----i--alums INST. N0, 1992(J368t)21, O.R. ~I~I ~ I Ny ( °'l o Af'N 430-?..21 ~ 13 ~ I I ~1 IR I ~ PARCEL I [ • c_ ~ , ~ c; z % I`~~ Lt` ~ ? I ,-PARCEL 1 r ~I;- I _ 13,484 $q.fT.t I1~ I v<_,I 1 I ° SEE DETnII_ II° T.P.O.B. 51 C ~ PROPOSED R/W BELOW `I~^ PCL. ~ 73'~6O'I NriO'00'19"'N 721.01' L' /.~,-:.~133_I- -'l+~ 1 l` N 549 20 32 E 813.77' 1 I ~ NA9' 2(l 37."N !49' 3z"'N Exisr. R/rr N J - o. ._I.,-?U, ~J 07' In ~ 7~~ Ir-- i 37:1.85' In 1 ' w T- 1199 20 J2 W 1321.72 H40 21 Ifi"M `137.1.68 _ ~ I ~ ~ DYER ROAD hlE'LY R/vr PER ~ ~I I t., ~ INT. k0. I• ~ Qv`•':~ 199803Ei8023, O. R . - P.0_C_ T,P.0.8. ,n~' PCLS. 1 F• 7 POI.. 1 ~ o~ '1 2 • V~'a _ EL 1 ~ c~~ - ~ It-- ' n IVA9~2U:32"'N EXHIBIT ~Bn t~ 375.85' 9KETCN TO ACCOMPANY A Z ~ DYER ROAD LEGALDESCRIP110NFOR N~'l_Y F/'N PER IIJST. fvG. 19980368023, O.R. SHEET10p2SHEETS APN 4~az21.19 DETAIL DYER ROAD AND RED HILL AVENUE N.T.S. ~ ~ ~ Icu.t,cvrA,vwAv tp5„l. Cti~!'Uf1M 0:4:b~]U]I C?NLiUL't'IND ~<ab], ]^es ~ cb[nabn»x,71 , .."vpuF <nn FEYIEEiI .UI~F_ 18, 2fti0 IANiY:H 2G, 2CQH J,N. 1(1-1(14gA1 /1: POA ]A 10 UbU+1 CA i,I /IPFiVO ::(Ili(Il lti /OAI-t"t~•OR. 'M: u11A.~11(I:i 4 1!I UO 2:5t W„ Page 15 of 27 25F-35 i Attachment 2 P,MI. ~Ib. 8:i--32U P.M.U. 236/37--iii 3 I30'I3()_I~ ±t~;~r - _ PARCEL 2 _ (1 1{rolcnrrs rt:ccr+n u;,rn (Ih 9 21' I6"W 799.55) I ! r^ik L.I_A. KC. I_L 9i [P?S, 50~ INST, t,~, 199t!(.`,6ii021, C, R. rr'L•r ~lu_ PCL. z Pea ~ ~ ~ I _I L.L.A. 1,17. LL 97-0'LS. 60 ~ Darn rne'_F 110' PARCEL2 [>Illr,/I:e[:[n Rnolus ~_Incrr, 4,'397 SO.FT.t - g g I Ita9'2C'3z"[v 64l.ua' PARCEL. Zr_ s3 ~ I 2 1•;•19'241']2"M 14.55' a{ ! } Srg'24S'32"E - 15.43' APN G30-7..21-13 o;-I ! u°r' .n ~yy ni Mi _ (L ~ ~ ' LOT LIPlE AUJUSTMEPI-f {~lU, LL ~7-t723 I I 'fir SW'LY LINE PCL. 2 PFR T.P.O.B. ~;I L.I_,A. N0. LL 97-023-1 PARCEL 2 - ~ I ,A`b• rte. a7N49'2.1' IG"N 315.72') - ~ 1--' _ 2 / INST. Nb. 1 ssaba6ao21, o.s;. / _I ! ---~I - O Z I G a ~ W PARCEL I ~ m ~ I;,; z ~ ~ I- ai v I u i~ ~ J m _ Wo ~l~~o ~ N~ ] lu u n / o L , ! 133 r ( i tI.~~ SW' LY L f I~IE LDT i05 73' 60' u'S -y- IRVINE'S SUfi., M.bl. 1/88 -11 - ~ - - I - ~n ~ v _1140'36'3&°E N49' 2C~T2"W 1~ LJ?.I 11 IC149 ~ z1' I6"H' ~o IJ fiFJ,-._._ . i/ :YJ.CO' n n EXHIBIT B ~DYERROAD ~ I p.o.C. BKETCFI TO ACCOMPANY A LEGAL DE9ORIPTICN FOR - ~ ~ I I - SHEET 2 OF 2 SHEETS APN 430-221-13 'u"~u' DYER ROAD AND RED HILL AVENUE IU2f Al l0.14A"e'NAf • ¦ ¦ {hllf CA~ILlylU p96Y~]e)] CON3IJ LTING giAaR 7:05 • FPM FtgA]]e]:5 • .w,rlQin,arn Rtv[s~_n JU;E I6, zc~a w , e NFR:FI N, 2008 ,1.11, 10-IO~D41 uev r, xul ~-t..-n.oxc iuums ale oe am Page iGof27 25F-36 i Attachment 2 Exhibit "C" a , - =~oyc~c~~c~o~F~ j f F a b ~ ~ j ~ ~ , ! ~ ~ ' ~ ~ /j~'r 94 i M/' ff'"~~ 11 ' u n~~ ~ ~ h pp I ~1 I Yt~ ~ ~ 4~ti u ~ C7 ~ G~ G7f7 ty 3~ F ~i i~ ' i ~,IS ~ I rl ~ s ~ y ' I I~ j I i. ' la R I I I ~ t ~ ~ 1 [G {v .i b ~ ss S a~ ~ ~ S t I iy r t^. , ~ ~YYiYYYRY II ` ~I ti d~ ~ ~ 'I 3m 'G !I p1P P P ~~0 P P..~ ' + j ~ GGGy F ~ ~ ~ 1 { u. pR~ }~l ~ Fj ri*~C_ - + ' 'iE d. Y 4 i S~ IIiJ~ i I j ~.~i ~i ; c~ u i rn i,. F t1 ~ T ; ~ ; ~ ~ ; i ~ S:sa s-: i i ' f `i ,S u~ik ~ 1YyL9~ ~ ~t . ~ ! i , r: 7<54~~ Imo: ~ F } .'{~'~I ~ ( 1~ t1_. . Z D I Ill I N [ I U' ~ ~ l' i I! ~ ~ ~ i ! i r ~ `i:; ~ ~J s e~~ t i - ~F Page 17of27 25F-37 i i i i Attachment 2 Exhibit "C" i _ unuvunr. sn: sulu n'-or I _~a o'-~ J ! A. _ Jni)ir lijrl r~C h_ ~ ` i ' e( lut `I ~ ry ~ r ~ t ~ a ~ 1 rii ~ I ~ ~ nr ,I s .o ~ C ~'y `I 1li~o~~e d ~ ~ ~ . ~ a n C` { " S r u CI o ~ ry E L, ~ 1. I-~.~~) / ~ 'vv1 ia1 i ' 7 2 4r ,1 j 6~ 1'Jr ~LdJ 4~U :~F ' t iSlg1 0~' ' ~ / ~ I ~ I 7~ ~j ~ t 3 H ~ ~tr. 3~ I I ~ - r I ~ I '')Ir .I ' ~Z 4 ~ d. ~ it ~~~a~l. aA ' ~ t k c!r I ~ ~I ~}j li S i ~ E'( 4 1 ' _i~ [r rrrr a t ~ i-~ b ~ ~i...; 4 ~ I' I i I H9 ~Sp ~-~G~~ ~ t~ ~I I FLa ~ ~ x s~ , m el AEU Iuu - - ^F _ ii ~ _ ~o- ~ - ~ ~ r vetcirtr~c st[ •rr r y ' ~{e a ~[c u'-oa ~ Page Y8 of 27 25F-38 I i Attachment 3 Exhibit "C" V+111:1 rlrkf. 5(L ;rrlC7 ll'I>.1 4'AI(:111.1r;1. SCL `;r ills 11'-!p -)f9UOClU Ca EJUx(~ I Y Il 33 ~$22a'z9~~ i.Kf ~~;t t: a a y ~ ~ J~ 1 ~,p~;~-1~ i,11 r.i17r . 1 i , fi ~~~a - ~ ; a I ~ ~ ~~A~~~~A~~4~d I.I ,s~~~: as ~ ~ ~ I IV - - - - _ I, ,I~ r~4 T ~~~~~~~39Y i~ ~;I a y~ i ~ sR~~~x~~d~ i' ii~ aF~; .1. ii'i' w" m».---- z ~:1 ~ . _ e ~ yyaR k51 R'1 1 ;r;r:js ~ ? p , ~ i o~~ s~ qI' ~ ~ ;I 11 i i i j ~ ? f, 'r ~~J ~ 1 ~ f i I 1 ;;rj,l f _n ~ a I ~ ' 4.x.1;+~_.1 5 ~O x83 r ~ B n N` R y~~~ , I J I d 11/3u ±t~i)II ~ r m u.lru~' f. I ! Ira k - ~••Cf~ ~ I' r Page 19 of 27 25F-39 i Attachment 3 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 of title 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 'i 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, maybe 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. Page ZO of 27 25F-40 I i Urder Nur v': O-5A-17II2127 (Df3) Page Number: 1 t ~ t~ Uptlatetl ~N _ ~ rr. ~~~.te~yyJ~~~i First American Title Company 2 First American Way Santa Ana, CA 42707 Tim Kirkham City of Irvine 1 Civic Center Plaza/PO Box 19575 Irvine, CA 92606-5207 Phnne: Fax: Customer Reference: 430-221-13 Order Number: O-SA-17f32121 (OS) Title Officer: Jce Gallagher Phone: (714)250-3975 Fax No.: (714)913-6387 E-Nlail: jagallagherral Firstam.com Buyer: Property; 2001 East Dyer Roacl Santa Ana, CA PRELIMINARY REPORT In ru~;ponx to the above referentt~rl applicalkm fnr a pulpy o! Illlu brsurancc, Ihls cwnpany hereby report. that it I ,prepared to Issue, or cause to be Issucvl, as of fix elate hereof, a Policy a Potldts of Title Insurmxe descrlbiny Ihu Inrxl and the estate or Interest therein hereMrafler sal lath, brwring apnlnst bss which may be srntained by « asar d any defect, Ilea ar uHUUnrbran[e nnl shame w referred to a, an ExcepLiar Ixalav a not exchxled from coverage Ixrrsumrt to the prlnlc~i Schedules, Caxlilkx rs and Suixdatbns of saki Paltry forms, 71re prlntcd Exceptions and Exclusions from lbq coverage of said Pollry or Polkl~.: am set forth In ExhNrp A attached. Ctyricw of the Policy fa•nts should be read. ThuY are aval4Vrle Fran ItM offke vrhich Issex!tl lids r¢lx»t. Please read rho oxceptians shown or retorted to below and the exceptions and exclusions wt forth in Exhibit A of this report carefully, The exceptions and exclusions arc meant to provide you with notice of matters whidr are not covered under the terms of the title insurance policy and should be carefully considered. it Is important to note that this preliminary report Is not a written representation as to the cnnditlon of title and may not Ilst all (lens, defects, and encumbrances affecting title to the land, lids refxxt (and arty supplemerds or arnendnxatLS hereto) Is I!sutd solely for the punwsu of facilitating the is:.uance W a policy of title 6eainnce ilod 110 Ilabilgy I5 aSS1anCCl Ik"feby, If II IS dcsllCd that hilhlllly Ix! a55a111EY1 pr'lof to diu 195Ua1H:e Of 1 Ix)II(y of IIIIC In.UI:l11CC, a binder rx [omndunent shard lx requested. Ficsf<1me~ican Title Page 21 of 27 25F-41 i I i order Ntn. ~r: o-sn-nll2lzl (of1~ Page Number: 2 Dated as of September 28, 2007 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: Standard Loan n specific request should be made If another form or addlCional coverage is desired. Title to sold estate or hiterest at the date hereof Is vested in: CFRI/GREENLAW DYER ROAD, L.L.C., A DELAWARE LIh1TTED LIADILfII' COI~IPANI' The estate or interest fn the land hereinafter desa•Ibed or referred to covered by this Report is: A fee. The Land referred to herehi is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition fo the printed Exceptions and Exclusions in said policy farm would be as follows: 1• Tntentionally Deleted 2. General and special taxes and assessments For the fiscal year 2007-2008. First Installment: $206,743.39, OPEN Penalty: $0.00 Second Installment: $ZOE,743.39, OPEN Penalty: gD.00 Tax Rate Area: 11-019 A. P. No.; 930-ZZ1-13 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 4• Water rights, cialnts or tlUe to water, whether or not shown by the public records. 5• An easement for pipe lines and Incidental purposes in the document mcorded December 11, 1958 In Book 4513, Page 75 of Official Records. G. An easement for pole lines aril Incidental purposes in the document recorded in 13cmk C(85, Page 911 of Official Records. FirstArncrirrn 7if/e Page 22 of 27 25F-42 i I I I Order Nui,.._ ~r. U-SA-17B212I (OQ) Page Number: 3 7• An easement for conduits and Incidental purposes fn the document recorded In Book 668;, Page 921 of Official Records. 8• An easement fa' avigation and inddenlal purposes, recorded tlarch 1.7, 1964 In Book 6965, Page 72.1 of Official Records, In Favor of; The County of Urange Affects: Sdid land 9• The terms and provisions contained In the document entitled "An Industrial Planned Community Ordinance" recorded January 20, 1965 In Book 7385, Paye 9l5 of Official Records, 10. Covenants, conditions, resbldia~s and easements in the document recorded In Book 7529, Page 600 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of Gust made in good faith and for value, but deleting any covenant, condition or restdcYlon indicating a preference, limitation or discrimination based on race, color, refiglon, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or dlsabiHry, to the extent sorb covenants, condlllons or restrictions violate Title 42, Section 3604(c}, of the United States CcxJes or Sec3ion .!2955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants In senior housing or housing for alder persons shall not be construed as restrictions based on familial status. Document(s) declaring modlficatlons thereof recorded tgay 30, 1989 as Instrument No. 89- 285371; Nlarch 2, 1990 as Instrument No. 90-112441; October S, 1990 as Instnnnent No. 90- 535152; January 1D, 1991 as Instrument No, 91-014595; )anr.rary !0, 1991 as Instrument No, 91-014596; September 2G, 2002 as Instrument No. t12-87.7184 and December 1 B, 2006 as Instrument No. OG-846883 all of Official Records. 11. An easement fw• street and inddental purposes in the document recorded f~1ay 9, 1966 in &rok 7925, Page 979 of Official Records. 12. An easement for rail road and incidental purposes, recorded June 15, 1966 in Book 7962, page 57 of Offirlat Records, In Favor of: The Atchison, 'Copeka and Santa Fe Railway Company, a Y,ansas Corporation Affects: Said land 13. An easement for street, highway and incidental purposes in the document recorded in Book 8276, Page 896 of Official Records. 1•I. An easement for aerial and underground Imes, conduik, and incidental purposes in the document recorded In Sook 9358, page 339 of Officlai Records. 15, An easement for road, public utllilies and Incidental purposes in the document recorded December 11, 1972 In Book 10464, Page 953 of Official Records. 1G. The fact that the ownership of said land does not include any rights of Ingress and egress to or from Red HIII Avenue, except at street Intersections and Dyer Road, and at the following driveway locations: The Southeasterly 30 feet of lhr; Northwesterly 79 feet of said lot, and tl~e Northwesterly 30 feel of the Southeasterly 658.50 feet of said lot, Said rights having been FirstAnreric,~n Tif/e i'abe 23 of 27 25F-43 i i I ~ Order Mur, .r: O-SA- 178212 I (OQ) Page hlumiaer: 9 reilnquished by deed to the City of Santa Ana recorded pecember 11, 1972 in Book 10964, Page ! 953 of OFfid<ii Records. i 17. An easement Rx underground lines, conduits and incidental purposes In the document recorded in Book 10678, Page 60 of Offlclal Records. 18. An easement for an underground storm drain to be used for flood control and wafer catservalfon and incidental purposes in the document recorded in Book 11335, Page 12fi7 of Official Records. 19• An easement for construction and incidental purposes in the document recorded In Book 1.1335, Page 17.71 of Official Records. 2U. Covenantr, conditions, restrictions and easements in the document recorded October 13, i97B in Book 12881, Page 184 of Official Records, which provide that a v(olation thereof shall not defeat or render Invalid the lien of any first rnorfgage or deed of trust made in good filth and for value, but deleting any covenant, condition or restriction Indlcatiny a preference, limitation or discrimination based on race, color, religion, sex, handicap, fantillal status, national orlgDt, sexual orientation, marital status, ancestry, source of income or disabliity, to the extent such covenants, conditions or restrictions vldate Title 42, Sedion 3GO4(c}, of the Unitr:.d States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for alder persons shall not be construed as restrictions based on famlllal status. 21. Easements, covenants and conditions contained in the deed h•om 7-eno Table Co. loc., a C<ilifornla Corporation, as Grantor, to Candlewood Orange County, CA-Airport, LLC, It's successors and assigns, as Grantee, recorded June 11, 1998 as Instrument No. 19980368022 of Official Records. Reference being made to said document For full particulars, I 22. Riyhtr aF parties in possession. 23. A deed of trust and financing statement to secure an original Indebtedness of $37,200,OOU.00 recorded Auyust 9, 2007 as Instrument No. 07-498482 of Offldal Records. Dated: August 9, 2007 Trustor: CFRI/Greenlaw Dyer Road, L.L.C., a Delaware Limited Liability Company Trustee: First American Title Insurance Company, a California Ca poratlon beneficiary: Anglo Irish Bank Corporation PLC The Perms aril provisions contained in the document entltled Asslgmnent of Leases, Rents and Profits recorded August 9, 2007 as Instrument No. 07-498983 of Official Records. 24. A financing statement recorded August 9, 2007 as Instrument No. 07.498489 of Offical Records. Debtor: CFRI/Greenlaw Dyer Road, L.L.C. Secured party; Anglo Ir•Ish Bank Corporation PLC 25. With respect to CFR[/Greenlaw Dyer Road, a Itmlled liability canpany: a. A copy of Its operating agreement and any amendments there Ur b . If it is < ~ California Ihnited liability company, that a certified copy of its articles oP organization FieaAnrcrican Title Pace a~f c,ra~ 25F-44 i Order Nur~ _r: O-SA• 1782121 (08) Page Number: (LLC-1) and any certificate of mrrectkm (LLC-11 certtflcate of amendment (LLG2), or restatement of articles of organization (LLC-1(1) be recorded in the public records; c. If It is a foreign Ilmlted I1a6111ty company, that a certified copy of its application For reyistraUon (LLC-5) 6e recorded in Lhe public records; d. With respect to any deed, deed of h ust, lease, subordination agreement or other document or Instrument executed by such Ilmited Ilabllily company and presented for recordation by lhe• Company or upon which the Company Is asked to rely, that such document nr instrument be executed in accordance with one of the following, as appropriate: (q If the Ilmited Ilabllily company properly operates through officers appointed or elected pursuant to the terms of a written operating agree+nenl, such document must be exearted by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, asslstartt secretary, the chief financial officer or any assistant treasurer; (li) If the Ilmited Ilabllily company properly operates through a manager or managers identified In the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by rxre manager If the Ilmlted Ilabllily company properly operates with the existence of only one manager. e. Other regulrernents which the Company Wray impose fallowing its review of the ntaferial required herein and other information which the Company Wray require. first ~meric<3n Til/e I'a6e 25 of 27 25F-45 i OrderNui~._.r: O-SA-.l7F1ZIZl (08) Page Number: G INFORMATIONAL NOTES 1. Taxes for proration purposes only for llie fiscal year 2007-2008, First Installment: $0.00, NOTAXDU[ Second Installment: $0.00, NOTAXOUE Tax Rate Area: 11-019 ANN: 430-221-01 2. Supplemental taxes for the fiscal year 2006.2007 assessed pursuant to Chapter 3.5 conmrenriny with Section 7; of the California Revenue and Taxatlrni Code. First Installment: $44,653.65, PAID Penalty: $0.00 Second Installment: $44,653.66, PAIp Penalty: $0.00 Tax Rate Area: 11-019 A. P. No.: 430-221.13 3. According to the latest available equalized assessment roll in the office of Ifie county tax assessor, there Is located on the land a(n) Commercial Land kno4vn as 2001 East Dyer Road, Santa Ana, California. 4• According Co the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as folloevs: A document recorded December 7, 2006 as Instrument No. 06-820157 of Official Records. From; Rack-Valencia, LLC, a California Limited Liability Canpany To: FR/CAL Dyer Road, LLC, a Delaware Limited Liability Company A document recorded August 9, 2007 as Instrument No. 07.498481 of Official Records. From: FR/CAL Dyer Road, LLC, a pelaware Limited Liability Company To: CFRI/Greenlaw Dyer Road, LL.C., a Delaware Limited Liability Company 5. This preliminary report/commitment was prepared based upon an application for a policy of title Insurance that identified land by street address ar assessor's parcel number only. it is the responsibility of the applicant to determine whether the land referred [o herein is In fact the land that is to he described In the policy or policies to be issued. We find no open deeds of trust. Escrow please conftrm before closing, The map attached, If any, may or may not be a survey of the land depicfied hereon. First American expressly disclaims any liability (or loss or damage which riiay result from reliance on this reap except to the extent coverage fur such loss or damage is expressly provided by the tr_rms and provisions of the title insurance policy, i(any, to which this map is attached. first Arnericvn Title Page 2G of 27 25F-46 Order Nur~,...x: O-SA-1782121 (118j Page Number: 7 LEGAL DESCRIPTION keal properly in the City of Santa Ana, County of Orange, State of California, cfescribcd as Follows: PARCEL 2, AS SHOWN ON EXHIBIT "B-2" A-Il'ACHED TO LOT LINE ADJUSTh1ENT LL 97.023 RECORDED ]UNE J.1, 1.998 AS INSTRUMENT N0. 19980368021 OF OFIICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING ALL OIL, UIL RIGFfTS, MINERALS, MINERAL RIGFTTS, NATURAL GAS RIGHTS AND OTHER hiYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WiTI-i1N OR UNDER l'HE PARCEL OF LAND HERE[NABOVE DESCRIBED, TOGETFIER N/ITFI THE PERPf_TIIAL RIGFff OF DRILLING, h1INING, EXPLORING AND OPERATING TFIEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LANG OR ANY OTHER LAND, INCLUDING TFIE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN TfiOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM Sl1CH WHIPSTOCKf:D OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND 51-IAf-TS UNDER AND BEfJEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, h1AINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR h1INE5 WITHOUT, HOWEVER, THE RIGHT TO DRILL, M[NE, STORE, EXPLORE OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND FIEREINA80VE DESCRIBED, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED OCTOBER 14, 1977 IN BOOK L2415, PAGE 997 OF OFFICIAL RECORDS, AND THE IRVINE INDUSTRIAL COMPLEX IN A DEED RECORDED DECEMBER 29, 1972 ]N BOOK 10489, PAGE 291 OF OFFICIAL RECORDS. ALSO EXCEPTING FROh1 TI1AT PORTION INCLUDED W1ThfIN PARCEL 4, AS SH04VN ON A MAP FILED IN BOOK 48, PAGE 34 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDf_R OF ORANGE COUMY, CALIFORNIA, ANY AND ALL WATER RIGHTS OR INTERESTS IN WATCRS RIGHTS AND ANY AND ALL GEOTHERMAL RIGhR'S OR INTEREST'S IfJ GEOTHERMAL RIGKT'S, NO MATTER hiOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECIlON WITH OR WITH RESPECT TO THE LAND, WHETHER SUChi WATER RIGHTS SHALL 8E RIPARIAN, OVERLYING, APPROPRIATNE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, IiOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RTGHTS, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED OCT08ER 13, 1978 IN BOOK 12881, PAGE 18•I OF OFFICIAL RECORDS. APN: 430-22]-13 and 430-221-01 Finnt~Utreiic~n Title Page 27 of 27 25F-47 25F-48 AGREEMENT BETWEEN CITY OF SANTA ANA AND CITY OF IRVINE FOR THE DYER ROAD/BARRANCA PARKWAY/RED HILL AVENUE INTERSECTION IMPROVEMENT PROJECT THIS DESIGN AND CONSTRUCTION AGREEMENT ("Agreement"), is made and entered into this day of , 2009, by and between the CITY OF SANTA ANA, a California charter city ("Santa Ana"), and the CITY OF IRVINE, a California charter city ("Irvine"). In this Agreement, Santa Ana and Irvine may each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS: WHEREAS, Irvine has initiated and is proceeding with the Dyer Road/Barranca Parkway/Red Hill Avenue Intersection Improvement Project ("Project"), which includes the design and construction of additional through lanes in each direction along Dyer Road/Barranca Parkway and Red Hill Avenue, the addition of eastbound and westbound left-turn lanes on Barranca Parkway, and the addition of a westbound dedicated right-turn lane on Barranca Parkway and Red Hill Avenue; and WHEREAS, the Project involves Santa Ana and Irvine because the common city boundary line exists through the intersection of the Project; and WHEREAS, some of the Project includes work within Santa Ana; NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows: 1. In accordance with the existing Agreement dated November 24, 1992 and Letter of Understanding dated January 6, 2006 between Santa Ana and Irvine, Irvine will act as lead agency for the design and construction phases of the Project. Irvine is responsible for funding the Project within the Santa Ana and Irvine city limits. Pursuant to the agreement, Irvine is responsible for "Total Cost" of the project. Total Cost includes the design, design administration, materials testing, site construction survey, inspection, construction engineering, construction management, as well as construction for the entire Project at no cost to Santa Ana. 2. Santa Ana will review, approve and sign the final design drawings for the improvements within the City limits of Santa Ana prior to bid advertisement. 3. Santa Ana will issue a no fee permit and inspect the improvements for general conformity to the plans and city standards within Santa Ana. 4. Santa Ana will coordinate the relocation of all affected utility company facilities within the City limits of Santa Ana in a timely manner. 25F-49 5. Irvine and Santa Ana shall extend cooperation to each other and proceed under this Agreement in good faith during all phases of the Project to facilitate timely completion of the Project. The Parties agree that when any component of this Project is subject to the approval of Santa Ana, such approval shall not be unreasonably withheld. 6. Santa Ana will be notified as to the official advertising dates, bid opening date, construction start date, and overall construction schedule. Also, a representative from Santa Ana will be invited to attend pre-construction, Project status, and final walk through meetings. 7. Change orders for work within Santa Ana must receive the written approval of the Executive Director of the Public Works Agency of Santa Ana or his designee prior to implementation. Irvine will notify Santa Ana of any potential change orders immediately and will furnish a copy of any proposed change order affecting Santa Ana within ten (10) days. Santa Ana will review and respond to the proposed change order(s) within five (5) working days of receipt by Santa Ana. 8. The following staff members, or as otherwise designated in writing by the Director of Public Works of Irvine or the Executive Director of Public Works of Santa Ana, shall be the selected representatives of each City to act on each respective City's behalf with respect to this agreement. Any notices, requests, approvals, plan submittals or communications shall be provided to each representative noted below: City of Santa Ana: City of Irvine: ATTN: Souri Amirani ATTN: Mark Carroll Deputy City Engineer City Engineer 20 Civic Center Plaza, M-36 P.O. Box 19575 Santa Ana, Ca 92701 Irvine, CA 92623-9575 Phone: (714) 647-5640 Phone: (949) 724-7556 E-Mail: Samartai~ir"a~s4~nta-<sn<z.~~r~~ E-MaiL• mearrc~ll~u~ci.irvine.ca.us 9. Irvine shall provide Santa Ana final Record Drawings for the Project on mylar and in pdf format as well as electronic CADD files in Microstation format within 120 days of the completion and acceptance of construction. lO.Irvine shall cause its contractor for the Project to guarantee the Santa Ana improvements against defects in workmanship and materials for a period of one (1) year from the date of acceptance by Irvine. It is further agreed that Irvine shall assume the responsibility for causing the Santa Ana improvements to be brought or restored to full compliance with the requirements of the Plans and Specifications, including any test requirements, for any portion of the Project which during said one (1) year period are found not to be in conformance with the provisions of the Plans and Specifications, to the extent such failure to conform results from actions or inactions resulting from the City's negligent work. This guarantee is in addition to any and all other warranties, expressed or implied, from Irvine contractors or material manufacturers with respect to the Project. The guarantee and obligations under this section shall in no way be -2- 25F-50 relieved by Santa Ana inspection and/or approval of the Project. This section sets forth the entire agreement of Irvine with respect to guarantees and warranties of the Project, but this section shall in no way limit any expressed or implied warranties of other persons with respect to the Project. 11. This Agreement contains all of the agreements of the Parties regarding the Project and all previous understandings, negotiations and agreements regarding the Project are integrated into and superseded by this Agreement. 12. Irvine shall indemnify, defend and hold Santa Ana, its officers, agents and employees, harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen during construction of the Project and prior to acceptance by Santa Ana, resulting from any negligent work or action performed by Irvine or on behalf of Irvine, save and except to the extent such death, injury, loss, damage or expense is determined by a court of competent jurisdiction to have been proximately caused in whole or in part by any negligence or willful misconduct of Santa Ana, its officers, agents or employees or by any act or omission for which Santa Ana, its officers, agents or employees are liable without fault.. 13. Santa Ana shall indemnify, defend and hold Irvine, its officers, agents, and employees, harmless from any expense, liability or claim for death, injury, loss, damage or expense to persons or property which may arise or is claimed to have arisen either (i) as a result of any act performed by Santa Ana, its officers, agents, or employees, with respect to the construction of the Project, or (ii) following Santa Ana acceptance of the Project, with respect to maintenance and operation of the Santa Ana improvements, save and except to the extent such death, injury, loss, damage or expense is determined by a court of competent jurisdiction to have been proximately caused in whole or in part by any negligence or willful misconduct of Irvine, its officers, agents, employees or contractors, or by any act or omission for which Irvine, its officers, agents, employees or contractors are liable without fault. 14. Irvine shall cause its contractors for the construction of the Project to obtain insurance coverage sufficiently broad to insure the matters set forth in this Agreement and to include Santa Ana as an additional insured on all insurance policies that Irvine requires its contractors to provide. As evidence of such insurance coverage, Irvine shall, prior to commencement of construction of the Project, provide Santa Ana with certificates of insurance and insurance endorsements in forms that are acceptable to Santa Ana. 15. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 16. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, -3- 25F-51 paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder. 17. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement. 18. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. 19. This Agreement may be executed by the Parties and counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 20. This Agreement is to be governed by the laws of the State of California. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year first written above. "Santa Ana" "Irvine" CITY OF SANTA ANA CITY OF IRVINE By: BY~ David N Ream, City Manager Sukhee Kang, Mayor APPROVED AS TO FORM: APPROVED AS TO FORM: By: BY~ Joseph W. Fletcher Philip D. Kohn City Attorney City Attorney ATTEST: ATTEST: By: BY~ Maria D. Huizar Shari Apodaca Clerk of the Council, City of Santa Ana City Clerk of the City of Irvine Recommended for Approval: George Alvarez, Acting Executive Director City of Santa Ana Public Works Agency -4- 25F-52 LEGEND PROJECT LIMITS i~ _ ~ ~l \•,~~F9 DYER~AD p O Q~. \~q~ r G ~~Q .ii ioFF~E' / C' ~ ~ ~ s~ti .,>F. pRAJyGfi ~4 EXHIBIT 1 0~ ~ a o ~ ~ -c SANTA ANA 1 ~ ~ cITY couNCIL COOPERATIVE AGREEMENT WITH CITY OF AGENDA DATE IRVINE AND ACQUISITION OF RIGHT-OF- P W A DECEMBER 7 2009 WAY FOR THE DYER/RED HILL PUBLIC WORKS AGENCY INTERSECTION WIDENING PROJECT 25F-53 LEGEND SUBJECT PROPERTIES i~ _ ` ~ 7 o ,i ~`O ~ y CGS • f~` , GFi1 ~ ~ ~n~~ otxA~vc~o ~'Z' ~G EXHIBIT 2 ~ ' ~ n° ' ~ 1 ~ SANTA ANA CITY couNCIL COOPERATIVE AGREEMENT WITH CITY OF P W A AGENDA DATE IRVIN~EpAY DoRCQ E D ER/RED IHILL-OF- DECEMBER 7 2009 INTERSECTION WIDENING PROJECT PUBLIC WORKS AGENCY 25F-54