HomeMy WebLinkAbout25E - BRISTOL STREET CORRIDORREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
SETTLEMENT AGREEMENTS FOR
BRISTOL STREET CORRIDOR (PROJECT
NO. 08-1700)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1s` Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached agreements, subject to
nonsubstantive changes approved by the City Manager and City Attorney:
• Luna Family Trust for the purchase of the property located at 304-306 North Bristol in the
amount of $1,145,000.
• Fa Chou Ung Trust, U.D.T., dated April 15, 2005, for the purchase of the property located at
510 North Bristol in the amount of $1,700,000.
• Rafael C. Ramos and Yolanda Ramos for the purchase of a portion of property located at 415
- 417 North Bristol, in the amount of $150,000.
• Tony's Lock and Safe for relocation settlement for the property located at 304-306 North
Bristol in the amount of $255,000.
DISCUSSION
On March 6, 2006, the City Council approved the cooperative agreement between the City and the
Orange County Transportation Authority to fund Bristol Street improvements from Warner Avenue
to Seventeenth Street. The first phase of the project, between Pine Street and McFadden Avenue,
is under construction and is expected to be completed by September 2010. Public Works is
acquiring property for the second phase of the project, between Third Street and Civic Center Drive.
To accommodate the widening for the second phase, acquisition of the property located at 304-306,
415-417, and 510 North Bristol is required (Exhibit 1). In addition, a settlement agreement has been
reached with the tenant, Tony's Lock and Safe at 304-306 North Bristol for relocation benefits.
Compensation amounts are the appraised values prepared by an appraiser licensed by the State of
California.
25E-1
Settlement Agreements For
Bristol Street Corridor
August 2, 2010
Page 2
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed project has been
determined to be adequately evaluated in the previously prepared Environmental Impact
Report/Environmental Impact Assessment EIR No. 89-01 approved by City Council in 1990.
FISCAL IMPACT
Funds are appropriated in the Select Street Construction Fund (accounting unit 05917661-66100).
r°
Raul Godinez II
Executive Direct r
Public Works Agency
RG/SA
APPROVED AS TO FUNDS AND ACCOUNTS:
Ad -
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibit 1: Location map
Exhibit 2: Agreements
25E-2
LEGEND
SUBJECT PROPERTIES
ACQUIRED PROPERTIES
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GYI--IIRIT 1
SANTA ANA
CrrY COUNCIL TITLE: SETTLEMENT AGREEMENTS FOR
P W A AGENDA DATE BRISTOL STREET CORRIDOR
0 AUGUST 2, 2010 2 CJ ?[?JECT 08-1700-C)
PUBLIC WORKS AGENCY
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PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT, entered into this _ day of , 2010,
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"), and Norman C. Luna, Trustee of the Luna Family Trust (hereinafter called
"Seller"), regardless of number or gender;
W I T N E S S E T H
For and in consideration of their promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City,
and City agrees to purchase from Seller, all that certain real property (hereinafter referred to as
"said real property") described as follows:
All that certain real property located in the State of California, County of Orange, City of Santa
Ana, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 304-306 N. Bristol Street, Santa Ana, CA)
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.
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 voluntary encumbrances (whether monetary or non-monetary, general or
specific, including any and all leasehold interests), and except those exceptions shown in
Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by
Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by
City of any deed to said real property, with or without knowledge of any voluntary encumbrance
(whether monetary or non-monetary, general or specific, and including any and all leasehold
interests), shall not constitute a waiver by City of its right to the full and clear title hereinabove
agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of
the failure of Seller to convey title as hereinabove provided.
3. Title Insurance. Seller, at City's expense, agrees to deliver to City, concurrently with the
conveyance of said real property to City, within the time and at the place hereinabove specified
for said conveyance of said real property, a policy of title insurance to be issued by the above
mentioned title company, with the City therein named as the insured, in the amount of ONE
MILLION ONE HUNDRED FORTY FIVE THOUSAND AND NO/100 Dollars ($1,145,000.00)
insuring the title of the City to said real property is free and clear of any and all encumbrances
(whether monetary or non-monetary, general or specific, and including any and all leasehold
interests), liens, excepting such specific ones as city may hereinafter expressly agree to take
subject to. Acceptance by City of any such policy of insurance shall constitute a waiver by City of
its right to such insurance as is herein required of Seller,
25E-4
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 45 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 Exhibit "B" attached
hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller
within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent
hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any
transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation
fees, escrow fees and any other closing costs incidental to the conveying of said real property to
City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or
mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240.
The liability to the Escrow Agent under this Agreement is limited to performance of the obligations
imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" 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.
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), and severance damages, the total sum of ONE MILLION ONE HUNDRED
FORTY FIVE THOUSAND AND NO/100 Dollars ($1,145,000.00). City agrees to deposit said
purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date
on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to
pay the same to Seller upon and after:
(a) Conveyance of said real property by Seller to City as hereinabove provided;
(b) Acceptance by City of a Grant Deed conveying said real property to City;
(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
2
25E-5
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made free by Seller of all personal property owned by seller. The right to occupy the subject
property by Tony's Lock and Safe Service is pursuant to a separate agreement. Said real
property is currently encumbered with Lease Agreement #27379 as Amended, with Infinity
Outdoor dated November 1, 2000, which is to expire on November 15, 2010.
8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct
statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer and deliver same to
Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements
attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-
day year consistent with that statement, subject to approval of Buyer. Seller hereby agrees not to
rent any units on the premises which are now vacant, or which may be vacated by present
occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits
pertaining to the subject property collected by or in the possession of Seller prior to the close of
escrow shall be transferred to and become the property of Buyer during escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental
agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller
agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also
warrants that there are no oral or written leases on all or any portion of the subject property
exceeding a period of one month.
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. 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), and severance damages. City had delivered to
Seller an offer to purchase said real property under threat of eminent domain pursuant to
Government Code § 7267.2. Seller now wishes to avoid eminent domain proceedings and sell
said real property to the City, and City wishes to buy said real property from Seller, pursuant to
the terms and conditions of this Agreement in lieu of, and under threat of, condemnation.
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:
Norman C. Luna, Trustee of the Luna Family Trust
C/O Peterson Law Group
707 Wilshire Blvd., #5?70
Los Angeles, CA 90017
25E-6
15. Exceptions. City agrees to accept title to said real property subject to the following: Such
ordinary exceptions as may be described in the title report prepared for this transaction and
Lease Agreement #27379 as Amended, with Infinity Outdoor dated November 1, 2000, which is
to expire on November 15, 2010.
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. 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. 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 (1) 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 seq. (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. To the best of Seller's knowledge the Property
complies with all applicable laws and governmental regulations including, without limitation, all
applicable federal, state, and local laws pertaining to air and water quality, hazardous waste,
waste disposal, and other environmental matters, including, but not limited to, the Clean Water,
Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation
Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the
California Environment Quality Act, and the rules, regulations, and ordinances of the city within
which the subject property is located, the California Department of Health Services, the Regional
Water Quality Control Board, the State Water Resources Control Board, the Environmental
Protection Agency, and all applicable federal, state, and local agencies and bureaus.
19. Continpency. 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.
4
25E-7
20. Modification and Amendment This Agreement may not be modified or amended except in
writing signed by the Seller and City.
21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement
shall have no effect, but all the remaining provisions of this Agreement shall remain in full force.
22. Captions. Captions and headings in this Agreement, including the title of this Agreement,
are for convenience only and are not to be considered in construing this Agreement.
23. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
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 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.
28. 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 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.
.5
25E-8
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.
The parties have executed this Agreement as of the date written below.
SELLER: NorrnaakC. Luna, Trustee of the Luna Family Trust
s ?L lM?9,q I , 0 i O
Name Dated T
APPROVED AS TO FORM:
John Peterson
Seller L,ergal 7 el.?'
BY:
? A?
r
CITY/BUYER:
CITY OF SANTA ANA
BY:
Dated
David N. Ream
City Manager
ATTEST:
BY:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY:
Jose Sandoval
Managing Senior Assistant City Attorney
Dated
6
25E-9
EXHIBIT "A"
LEGAL DESCRIPTION
Real Property in the City of Santa Ana, County of Orange, State of California, described as follows:
PARCEL1
THE SOUTH 45 FEET OF LOTS 17 AND 18 IN BLOCK B OF GOLDSMITH'S ADDITION TO THE TOWN
OF SANTA ANA, AS PER MAP RECORDED IN BOOK 31, PAGE 23 OF MISCELLANEOUS MAPS IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
APN: 007-183-22
PARCEL 2
LOT 17 AND 18 IN BLOCK "B" OF GOLDSMITHS ADDITION TO THE TOWN OF SANTA ANA, IN THE
CITY OF SANTA ANA, COUNTY ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF
RECORDED IN BOOK 31, PAGE 23 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY.
EXCEPT THE SOUTH 45 FEET.
APN: 007-183-22, 23
25E-10
EXHIBIT "B"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited
in one or more of your general escrow accounts with any bank doing business in the State of California
and may be transferred to any other general escrow account or accounts. The expression "close of
escrow" means the date on which instruments referred to herein are filed for record. All adjustments are
to be made on the basis of a 30-day month. Recordation of any instruments delivered through this
escrow, if necessary or proper in the issuance of a policy 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 and/or supplement to any instructions must be in writing,
The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms
hereof.
These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each
of which independently shall have the same effect as if it were the original, and all of which taken together
shall constitute one and the same instruction.
25E-11
k J ? 'z tom{,?:. SA:_F A° REZ-ti4FIVT FCJR ACC;,j'J!S T IDN,3 REAL Phcx. P RO,`
AND WAT tK
Awnnerual,
cnE rec! intc: tnic; doe of
2_( K, r)1 anc; C)etw`=er`; the SI'4 r `? -st ' _F ? TT AN/-, e ,f"iartr cIev Zinc n? lli."I?rc?ot'°)UrGltiC71' t`1L11ji
orgarkee uncle, thi- Con,. II.unc and outn the Raw syf ".,c kforl,;E (;nteelriafte Metre,.. 1c., as the
",-itA Or BUY j. and r: Chot; Lop as TrUste o tine Fa n?ra Uri,-,, Iru !?, ("Under
Decla ahor; of i rus '"I dated Apt 14, 2005 (heranafAr caliec "Buller" i re ardiess of number or"
gender:
W,' T NESSE`f11
For and in consideration cif their prr.mOses ecovena n and apmen')ent.> riereinaftei, sell forti-,, and
suNect to the terms, conditions and provisnn hereinafter ;pct forth, Seller agrees to sell to City,
and Gity agrees to purchase from Selier. ail that <.lartair,, regal property (hereinafter referred to as
nsaid recd. i ?7rd7pe;rly".1 de s?'rEbed as t allows-
All tha' certalin real Propely loc,atec'• '7e t l;, Ve Cif ;..aWOrr"k'„ Cd,Untt% of Orange, City of Santa
Ana, described as tollows
SEE EXHIBIT "A" ATTACHED HERETO
AND BY TI Is' REFERENCE MADE A PARE HEREOF
(Commonly known as 510 I` Brist )' Street, Santa, )c?nr=t. CA)
Said purcriase and sales o sat real property >r i 111 kie in <iccorctance with and subject i,) ali of the
fallowNg terms. conditions, proadseq. covenant., agreenwnt`'1 and provisions. to wit
Conveyance by Suit a?,-rree;, to convey ialc] re?i! protaertY to, City. by Grant Dee? at
the We of First American THE Nsurana, Company, First. American, VV-9y, Santa Ana.
Catifornia. witi't n thirty PO) davs from and after We date; orl which the Cite has approved this
Agreement.
2. Title tc t ter vevef (<i; Seller agreed that, except is ianay hereinaf"ter hE otherwise
expressiy pr"OV(dE L?; said real ?rO }=arty sh i h te7nv(--,!/edJ' by Seller to City. a S aforesaid, free and
cleai o an,,, and ali conditions, resirr:,oons. re,;,,-rvations, f:xception ,, Ec'sC'rTl nt:. assessments,
profs s. irnitations. encurnbrarwe ,"VeMer ninnetay or nor)-monetary, general of specific,
NctuC7mg any and al %asOmld ime nst;. ;, lien,- uciud.-, or i efec k wi tltle except those exceptions
shown in Pal-agrapt -1r; belmv, Sc lier hereby ;warrants that the We to said real property to be
conveyed b`: yeller to r.St1' sh al be We and r le W ?e (7"' VIded aboVe, Seller lUrther agrees-, that
acceptant by Cly of any teed tc.real propel, kith or without knowledge of any c.nndition,
restric. ion, reservation. exce ptno easeme .;, assessment, profit, limitation, encumbrance
(whether monetary o!- nolIAT,cnetar`y'- t emeral or specific. ant riducimpt any and all leasehold
interests lien, ;laud or WON in Ide, Wall W! r.onStRuk a waive; by rit;r of its right to thc ful!
and dear t€tl herematmve agreed t._ A., conveyer( the Selle to Cite no! of and' right whict, might
accrUF- tO .rv C>f OaLlSe of the fwiu . J Seller to cone titi-e as hereinabc ve: provided
:1 Talc lnsummap Sele agreeg to delweF CO rant; ni-re ntiv w;vi the convF?ya, of said
real Propel.) t ty' V tfr?r Iti? t?r? t,Ce a, 'the hiereir,above pe., cifi;:,u for { e
Said, rnrn ?.yance
of sa+C t prcpr'n p Icy (a' i if ?taralit rU h - i ? rlE3c by ffl -)
C)o'?"; rnerlti(}r1eC{ flue
compan ?,v P try : ; Fte tonrel, ri amoc the Nsur-ed irI iE' amount of ?)NF, MILLI 01\1 SEVE,l,
HUNDRED THOUSAND ANT) N010f, QcillaM 03010M',) ir7siti n?1 the titiL of the,, City;, tr, said
red Trr a n Q ea: ann and Ji irki 1ri re irichom- re ervration , ` Celptions,
ea, x3171 its. _ , ,>SiT! ,i,c d r) it, li 11ic fC,'1 i prcu hrarces (whethe' nionetar?,- or n,)r
25E-12
rronman dr i ) 3 )rl @ n "yid `, ?m'. r-i'. real i1 W I" t e t 1lem: Cf 7t,lC.u? o'
dw IL
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' E- 1 rr 7: if" t i(•_ •.pr i3: ri mac. I tc7k=
i )iC 1 1 e: ) ..is l ?)s [, s u r' , E NI.' V 1 i jet r?' uc' ins ura i ? c.omplie.
wltr to iecuirem nt_ o f!!, pe. aura«•r o, sna no' a sbtule c: iFuarve, r),, ...m,, Rs nignt tc
socr rinsurancc? f; heT- i tF L,Irt C Of IfE or A Aive r rtre o? any r gh(, of action for
aat11ag of a ;I, i,rl ripe v"-9ict rri l5 C Il L) ,or Jt lilt iciliU#6 of Sully r 11 convey
W' ; tC, provior title iilsuranc-: d Tc?fillrE G Ir t ll;; .AgrE.eN" ent,
4 scro.n? 00 agrees 0 open an escrC?tv ai We office: oyf Firs, American Title Ir1SUrarice
Compar , ; Fos! American Way, ?arrta An&. California, fttie Esc.rov,., Aeaanl? Gvittiir! five ;5i aays
from and after the date or; whicri the City has approved tnis Agreement. This Agreerneni
constiRIes the join escr ve instruc€io€ 5 of Die My,, and Pie Seller and a duplicate original of thi:<
Agreement Hal: Lh delivered to the EscraiA Ar,M upon, the opening of the escrovv. Escrmv to
dose cm or befnrF; SepterTiber •,:, 2010
The Esc i ov,, Ar.M hereby is ernpower d to act under this Agreement, and upon indicating its
acceptance of this, Section 4 End of the General Provisions described in Exhibit "B" attached
hereto and incorpunted herein, by thi, referenr.?: in writing, delivered to the City and to the Seller
within five (5) days after delmery of this Agreerneni, strays carry out its duties as Escrow Agent
hereunder
City" agrees to bra and tovl >I e a` is ne7ebv authorized to char,
gF° I0? the l tty` the t;05t Ql any
transfer taxes. recrraRg fees, con of title insurance, reconveyance fees.. docurnek preparation
fees, escmv fees and any othE c€c:srrig coAs indde= to the conveyinci of said real property to
City. PenahieF for rrepaymenr c,. bona fide ,)bli,,-nW ins seared by,, any existing deed of trust or
mongage shall be waive, pursuant to Civil Code ='rocedureF Section '1265,240-
The Willy to the Escrow Aged' ! r idu t1s 4gr eement i,; lrr titer: to pt horniance: or the, obligations
imposed unor it Md r <« `,n 4 i~ewic,,, Pi, Serf.'or"i'! and Exhibit "B" of the General
Provrsiun> of ?h Agrzee n-ien_.
5. Progerty "axes Such rep property taxes. if any, or s 3iri' rF:a' property for the fisca' year
w4hrin which said real prop i o,onnWe R Coy a a lrt:)at at the Ann: of scuff conveyance
shall b deareC and '`.at i:,cs )rdanC e ,•,rtt1 fhE roV!sJ on!: t,f ectiof, 49p Bet of tti(-, Reverti.az.: and
Taxation Code )'` the State Y i i i?tr 11d. . E ll',r ,E a:I r,) 'ligiibie for a retuned under Maori
5094° of the Re,ve i!j _ an 3 axaiio-i ti ode: of h, -? We of Calr ornia for trial ponion of property
taxers, on said real proper y for s rd fiscal year which have been paid prior to the date the deed
conveying said eaj property' to ?Dty is recorded vinich if, al ocable to that portion of the fiscal year
whilh bey; ns" o : WE at he deed ,,'onveyiri ;;CS re a! t),rcl: erly to r,lty' is recorded an made!
unco'l ec,tioj? . u na t by u c so 0 eb or? io° to i revel e and 'I axa ioi`, Code of the Staie
of Calirorrin,, Ad unp i twos on s;? id real property, to,, any and all years prior to the fiscal year
Withm vuNch said conveyance € r leere shW i7e pair' by Belle" t)elore conveyance of said real
property t ; Crty.
6 E°a ment Of FLir tiei,, L " g c °K T) pay 1 = 501ev anc"` Sella'- agfees to accept from
City a: ar,c' 10E t c; t t" urf oa e tr :? n sat rz al pf ),p rt ? ?ttJri 6, ectui;mr lent (improvements
pertaining to the reah • gcrM A , ry aii_; sF tie. arcs dairtageE, thr total surT, of ONE MILLION
SEy/Ek H tNDF> C , NJE N O/100 Mar; (V.7Ot? 000 Cby 5gmes to deGxmu said
purci ias_; wiG i e s ow with the Escrow Acted: within TH TY W cmy from and after the We
on which tti?' ?s xfi7r SoC tlh Ot.6??) ii. frd tlrie Es rave' Agen i, nerefiv authorized to
pa tr Ey lt: to 5 .,?I 7 tr,r ,. r Pi aftr!-
saic t .r?rc>rrE ;! r-.r
r rtz ..)?:' ,e I My as rlereW;)V^: ;:)°118 tE;'r
(b) AC,'t;''n
ir)r
.iU, r), .IIS vl
c Grant Deed S;Or
;lyo1Psi,- sc'?il real pr:me?rt1' tCi L.•lt1l,
25E-13
?,.. ... .?r` ,. ,,.i{ .' tr1; {?:? ?.I'I` i? ..!?, 1 .. ., t.. (:.. it .#s. ?). .. 11Ji ??.: ...
td,
r
r . PossesSyrt. Sehe' ROM C .EiliO T ?\, M W cii:-{r, tO W',e canve'vin, said real
omperly to On: i E: (?r `iA! : 41,.rr Waal P09 e 1;1i of sc'Ii- r .e prcoperl v'/hicr shal: DE",
man We try Mle of a! t rsorCa` r.)r`thelLt
8 Rene a and O v upcanc
t By Seller, :!{ a gees to execute: a coiY'piele, current and correct
statement o` renia ` Star E ppol,) on a Ku, Wrrlldmd to Seller by Buyer and deliver same to
Buyer w% n Mimi (15) days hereof will C.:3t?ies of any written leases or rental agreements
her.? e C
atta' All tints will be or-orated as of thc_ ..;bse or c.,t;rc,w or; Ow bass a a 30_day mor7th160-
day year c.onsisNnt wrlh that staterrier t. subject to approval or Buyer Sehev hereby agrees not to
rent any units on We ywerri =re;c which are now vacant or which ma,,,, be vacated by present
occupants prior to i hse of e;_;crow. Seller agree. that any anti all Tenant SeCUrity Deposits
pertainini to ttl: sflNest property , olle'Med by c m Wic possessbr of Seher prior to the close Df
escro,A shall be tr'ar sterFe,-! tO and be-orm-, the, property of Buyer during escrow
Seller hereby vw'arrantr. that the! rental .statemerl- r (erred to shah incluac- the terms of all rental
c' grf".-'.mertts., terlc,?+'C ies. and lecase+,, [vdrltfe . 1jnwritterY , recorded. or I-, nrecord Ed;, and Seller
agrees tc; hold Bi. yer harn?Ies (roll-, all lability from any si.ich leasers or agreements Seller also
warrants that Zhern ire nC) aral or writt`-ter: lea ,_`s vE' all or any rmrilGn o the -lbject property
exceeding a peric c:' on, r rc)r'.th
9 Waivers Th,.: waive, u y CIrly of any brace ch of any cC}1tEtnani or greer? eni hereir contained
on the par*, of S l e sh;il'' not _Ix deemed or heid to be waiver of any subsequent or outer
breach o sarc covenani or aGlr'E:r?tew "i C c ,-calve oll lily:' breach o any Weir covE?naMs a,
agreement: corriarned t}E'rct,
10. Heirs, A S-i ins. Successars in Interest TAPE ActreerrieN, and alt tine terms, covenants and
conditions hereof, si,O cpNv to and NO In hews, _,xecutors, admirli<,rratms. successor; and
assignf of the resph 7twr--, ar?rec € r.?t,,
11. Ilime is of the '^ set?CE Irr all MaHern an `'ling her-eeunder to De Owe and m all payments
hereunder to be mace On is anci sn al' b nl tne; essence.
12. Permt5siof to Enter en Premises Seli.er rnereb,y grint`; CJy, an, its auttlc`rl _ed agents
permission to enter r cr said re & pr., eqy at all rea, cm abl= km es phor to chse o es,.:rowah for the
purpose of making nec;e saw irr: pectiom
13. Just Compent=rabo(i Solar and' el r£E .l that said punshase Jrio
is t, st
compensation at fa ma G ? v ll dE fo s,'ir.t rea properry am include" !'}c7yment for fixtures
eQUipment (lmproverTienis perfam rq R) the realty, i goodwill (ir any), an(.severance damn yes. Cit'v
had dalivereci to Se=ller ari o0er W purchase: '--,Pd real property under threat of eminent domain
pursuant to Governs? ew Ccan t 7267.2 Seller no", ?,wishes;, to avo d ernment comair?
proceeding., arKj set sat reM C3rupe i ' jr th < <1y?. an tty wanes to bEly `--:iid real property fronn
Seller, pursuant to Mw terrris and -x)r1 fiN-) of thir; Agreement irl lied of Condemnation
14. No
tiC£'s. Tr7e nu Amp 1mc; r'f P?. m tC ?v o ?Y t a ACrc s ?i? Clvlr: Center PIu?i: K,,3', r'.O,
Bois 1988 Ire the Git t o lti? A n2 72702, Sc rnity Orange. State o Calriorria, The mailing
address of the well€;, is:
1063? Mvon Lawn:
25E-14
a
Y E p`90- Cle W ?"I , rc _ _,,.?;Cr tlEte . ..1;, l ue ai rig tf7tii;'A1 !,
`(.'. Entir Agreeriaont I, r:: . "?LJI'?!? #i£ ±tir% !if": F cx ")iVr t,it f"! li y 1C)! C; ti-le r fr"l e a t. every'
a"anCi ai; ISSIit, ;tip t,' cc) 1-1 r1 t=3C,t+L) ',V tr traCCIU1SiI10, i C=
said rGUii N7 C??>E r CG' ? y,. ?! \,
IT Hazardous Wastc. Neiihe ; '.&ar t1Cr_ In ti'le I)e-,l :3 knowledge. any PreVIJUS O?Nne!,
tenant orucu..)arn, Of USE-r of thE? ;,j?'C1E:ii_ieL , f° iease . ?dis &iargecj, Stored. m
disposed of any ' r
lc? _cir?t} ! " LVt3w 9:I.C ;U('?S t ar3t E:c )I' rF'IrzIE't:7 rYiaCr'rial= "r"la c3rCtf_?Li5 Mate;lalE>-L
Or, t)rlr}Ol If, or rli)OU' ttj?%
fttLr rtb C? Ir3E1aC} tif?i; ?_dil? Ha c!cjou;: IViateriait to or trom the
=`!o[?E',CtV'- Seiie< S1":31 1"10, Crt:.IS, C3Permit tne, iIse, generation, relepsE_ discharge.
storage, or IS;_?c)sal of gray Haz rat u1 fvia_erials tan, Llntae In, of about, Or the, Transportation' of
any Hazarraous (ti1iiterial . to rir Irani ihF Prcaf)er'ly. The term "Hazard X S (Material" sflaU mean an v
Substance niaierial 0=" vvasu_ ni&j is. ?? GE't,clrllr?E, regulated ib?., any iC)C i governrrlental auttloi'ity,
the Stag of Cailforl:a, o, the U its , ;ialF ?c, r =rnn ?r€- including. but no, lirniteca tc). any.
111atenal Ol. SLibsiaila,e- v,,rli . !^ €i C7f-'irec zi;- lla_drdouc v,:, ;te , "eytrer-n i hr'al-ardous wart `".
a, "restrirteC) nazi dOUS W ?;` E, t{nde ?;;1! r 2E,, 1-, or 2 cl :2.. , or IISted pursuan to
Secti w L".140 of n Cc)Wor n; HE.;,altt ar-! L :atet.y 0-ode, Division 210",, ?'hapter Ci.": (Hazardous
Wash` `?. )Clt Ue Law} iii! cie inec' a, "hazaardou, LI[? ,t<lrlu°' LindE,?2r Sf CtIor of the Cal
6T(=)rrlfc3
Hea'tr and Sat -k Tcoe D!vsin, ,f,'t)t£r (i. E. ('t_c1t)nntBr-* rE;IC.;% 131 ;"lEr t a ardcl us
Substance. ACCOUri Act (III; dE.f nod as a `hazcarcli_)u": r'1areria"'"hal_arcous ;Aji:)stance". a,
hazardow, L^ r yl.' .!I`pde, iecfi!"'I o: tn4 l.cilltORl{2 He?lttl arl(1 ?>i:itvt}i Cod '. Division ??.
Chapter, b.u)? ('iciZardou, fL1cc tc:Clr.!C t-ieiea ;F,- f-;esporim% 'Mans. ands, rove Ifory), (iv, defined as a
°ha_-arduui. SUbita.-ice" un-Aef, ,:?Wtiom of t!)e lf,C rl'c' Healtli ar,d Safet.y Code, DIviSion?
20, Chapter C Wrider.- r0unc ?st ?s ?r?c t,P H at'CjUU` ul tr7"(:(- 0 i f)CtrC31 UCl„ (vi) uS?Y°SIC3
tviii poldchir inat C biprienLi , (`till, :>t' C L d Ark! t° ) ce tin a:, h-7-?rdOUS o "extrerrleiv
hazanj us F Ur uanl to A,'tlcle a ! ItIe., C? th '-'ante nil Adrn nislrative Code, Division Wit,
CihaDif i 20, Ox) designate.'] a- C ur,,-,C a?T1 tcj Secfio * 11 of the t` ..1ean
Water Ac, f y t If ?dcf ?
( J e7 c r j y l 3 i d?)' Jv' a - t
i t't1'crjc?rl: t SO?tIC?Cl 1004 of
the RE'our:E c lsefvalho ar3Ct R, iGa7V.,r? tsa 1 tjn E _e..._ ?09031i)"(Xij
defined, a.: ra 31i.ou Si_il ?G ?a[f (._+nl [t ecti . 10` Cs' t#lf; C)n'tf rE ht n51b'
Envlron Merita t$'";L.t c)ns,iE Coi't}r?. 3j, ir. n,r cin.; riCjt I`
t'_ w .._c3hliiT,? M,'14' t ,S-1 S9601 of seg
(142 C, S%p
18 Qnraphan cwvith Envirnngri l -ol
LvE a a : Tn trif tre rat S, Ile r,.> l' novvriedgi: the Pro,)ert',
COMP;16" ~>vltrh Ell! a j* able jaw, a nc, c)(werniiie Ial reC;-,)ia li-)n,, r Giudin j, witn`)i3' lirn'litatIon, all
al7Nil '3(?ir 'E;aG a', dtty {CI .9 c11F?. iPe03inr) i. r(i c11(E vv?t rJuFillt'y'. n"a,:,.ardoLjE> VtastE.
Wa tf: i$Iq,€?cir and C7tvtf'ti F rid r 1 11 "M i Tint lCli I,1?t'€l.j but n c,)! lir'nirr' i tc, thc, E,iE`',c`1-rl Wcter,
ClE r2r, Hlr, EC)Cf .( tt? Lai:E" Ci!Iritl t,", . Cf t'rtr ti.?C}{IC r(I @St?-' D'ISDC)Sal, Resource, Conservation
Recovery anC' C.ampri'nerls€ve F_.n,>Iri:nrT C- r`%,: Rosa}C7:1_ f '?;Or1>)'?'r'15?.liC,l7 ;;,(,< l blllt)? rOCt'o, and ,*hc,
CaIITC7rnt n`Ji Or1f71 1l,ac ! iti' t")' r 1't re 1u itr )!1 - and, orctinz nce(i Ctl the city within
which fl-,,e sublec[ r%CC3O,. f?' I(r?;??tc tt? cd'!t(?rr :G t1 flat! 1e.t of He litil Se.rv:ces, the Regional
mate <<U 116I rli ) O :rC; t 4a tE_? Y11,'ci,r'' r.c ,)urC;E? ";cintr'„i B arcs , the Enwonrrlentai
Rrotectlor ?,ylf r ^,`y'. rlr)c! ail r taft rind fC;:;, t i'genc.Ee-, and bUreaUS
iTtd?'3'T nit ur, r ' tC) ii}Ca nllls? Cte r£ '?1 c1E'i t:C11?J ilk.' arr ilF S.` frOTi and c'Ctr3lnSt
any clam-, a'cilr)r,, Sit r>rou ee;dm r,; C',) ; C) nnaLi . I1?btjlC'y deiicIC;`iC., fide, Denaltt/, punitive
damage, c);- eyp r^.f iii'! 9ilCtrfiCj, `d Ittl, lli .lily",t, _ ;, catC rl1£ t' ?`;" y
Elztir frt n"1. arISInP OUT W
or tlaSE !aC) 7t i r f7rEfiPr.G C 1C a F, 3 i(. Cl ;chi: )r'., C'u,. iaf' S 3Tr'ge or, disposal Clt ant•'
Hazar`0,?€." iMatF i ? or.. uncle' i , ;?r IN, ±ran Ca<_)rt?st m c.i ar,;SLJ h l7iatE'.rial < to or front,
the "'r to )cri,, ri i3
(t U { e i t 3 _f,I 5 rice, orde . rule
re C1,LllatlClr. CTE,Iri" i':? nr
{i! CI `= f ta" t l z ??.i ( IIJi, r f c3. :_ di.?,C:6-iar c,
25E-15
l'; ! 1 j„rriil?t =.}I Eli..,. _,1. vg,•!. .i; .., t3
a ?r
J 7: r ? 1 7 .. I
p.r?i,lr•,j_e ow naps , sL 0 p r,._ a,,n 2C! _K. .Ur or rl t,(,r.'::w, C Q
r)e'S?.`la. (l??l'r ? "I (44,1?il <• „? _
iri L1j]IJr r•rat;e r} Clarafage,
i.C}fT1f.E.imran f to V'S: w ?lezW'?00,.. M,1r1?r,. nmrlt5 . . C7ai laE; TC', to
ricalUr ?--:Seth!, o tile, envir;)nrli irl lu ,r :3nc r (10?. ho caruari"n GC. tkni leak. Spill releas-;, (!-
C the" r c'CSb`'"
r 7€
_ tE C:: ?; li n? nLa Ti' tri,"leiP111:F' I`ll r , diahllltl: creatC.'Li
Parior tc
o'," ur t? v--. ci ai" "a._ es uo shah ..ab .E Sets .;hO n b a respC :;raCibk len ca,.,.- o or s,7lonS tc;'
ac; pos. CIO E- et US uscrow,
20 ontingency it 0 L ICInSt'. ad sate agmed )ewe ter: the % arty e:.> heretr,that the completion of
this transactiun, any: the Cr Via; o h e ebV. is CC1t': m ert ut)O'-; thy; ,,pecii c acceptance and
approvai o; thE-- Ca y hereir€. ne .:,^;E3";,l hin if Best dOCUmeW Banc' 1rhe; deliver)' of same- to
Escrow Aclent constitute` said aC; `E i- nC:E' ;:ar"tr Ca) ), r}V<31
21. Modification and Amend m?nt_ 1 hip AgreerT-ien' may mA be iriodified or amended except: in
writing si; ned ti+.E =gel€e and C Q
22. Par ial invalidity, Are provision of this Agretr rent t al 0 unrnfor earde on invalid or the
cWWWshr of wnilc'a 1 oul ! aover el? ; affect vaiidd, legality'. o! enforcCenient of this Acrt,°P..fYlent
shral! have no efiern, Of ail Te r erT mi-i pi ;,Rwisrons of t& Agreement shall remain in fL I i - ,
23, Ca dorm Cat ? ns and h aln s in t` it ' gmer- ei- I cluiC,h f n iitie of this Agr,:.>ernerit,
are for conve lI?1iiC 1, lly- -ind are ; i .,onsit ere,+_!! in i;onsui-imp Ws AGruemen°
24. Governirl jaw This Agreement shatf tai: governed b and construed in ac,cordaric;e with the
laws o- t i sta (- of C alifor,niai
25. No ReUgince By C1ne Party Or The Other Each part,, has received indi?pendent legal advice
from its attorneys v,rth res, a-:ci to t e ?tivis
?- ihil ty of executing., this Agreemerit and fhE; meaning of the
provisions hereof- The provisions of thi Agmerrrent shad be construed as. Q the! fair meaning, and
not for or agams: any p2ai1y b a we is ar any attribl-l ion to SlAh party a: tht . or}rcf: of they language
in question
26. No Third Pail, Be€ e icia ' flair: ft E Ef;;i? r i is: intended tc? benefit only r the parties hereto and
no other person or entity tlas ,r shall Gv uire. any rights tlereuncl r
27 Duty To Gogi eraby l= 4jer. Each flatly hereby agrees out r shall, u,aon reques of the other,
execute and deiiver sucl"i '?]r her c--,imentS On loan C7nd subsicance reasonably acceptable ict the
party to b rt'i(aC'Ct ant :;Ci :3lKS calf"n ,_. t;- and lhrrig,: as are rtiasonaNy necessary and
appropriate to ettectuWe I iemi land cr,nditions of lhi ; A.;tr :ern nt. withoui Cost.
2 ?a piicafaiiity of aareernerst T h ` AgrC'r" ri ent sr) a-W be twiding upcar? and shall
Kure to the benefit of the SUCCE,Ssor and assigns of the hariio-, to this Agreement.
29. Authority to E e uLz Ac reema
_rj
a i Lacf; and escir ec represents. .gnu warrants that its
Signature hemm betow has M rowein ctl,ikorhy and renth to binc? Thiel-" resnev'tive, prartier? to each of
the terms: of this AareemeM. and shaH mclemnih, CQ Qllt`, inciuchrip reason-able ^C3S"t;; and
attorney feeE f-,,,! nrurl ° dai r ig'_ €n tlic ev,?'..,nt thai SUVr c3L!` iariI;/ or 1C)L'Ve,, IS not, in
fact, held by the . ;r:ar }aye c) tE Withdt# Airt:.
25E-16
:, .: 131CC rm0 ?i! w t18d :: t 1
i.,r.-'.,. ?I_'.-t tEi?3 c tint t",t t,. kt E:rt..t{_'??f c.li. rac
m{1Corpor-at a,1t,ri1,
3 _ Othe,- psovisi€>rt atit ?1 X21 rl 3 va ate"; to --)rope-iv ? u 1 tt tlj ;"Io e rnv, trio. Cat}"'
Will Da) thfti . zicuial ? n1C ..?,? o r°(1. lo,,t °c, ft1 cPGs of ` cro ru ate," Ic.;n will be,
based o t. t-)
?}C3J tt}e nl '.:t r C£ ',)4."+e!-
,?J a`>E' ac1f cv ;E,n fte, f"ne .?(osE Itv a?surn 's "Gill
responsibility tJ; _ exr.)ense _ ass- oCiat(:,i; 4^dltti ? .13t1'1C' tena,-1Tc {„t P1: Iri S of prr;(Tll? ? . a,, outlined in
their existing i as v` 0i Seli f, -ii)d 5LJIDSE),a 'E, r ?J atl0i cos 'A" f3 . C)r:)V(G ;CS 4C)I, jr, CaliforniL,
Governmens C'.:)d- O C7 tl:s'liCyri 1"1"6C .', an , rl<1 1Tc C e .
The paI ue- havc exe utec? t ll,- 1J c', 'ITI (1i ac,., of the Cii tr tl+fllt i I Z.' 'iGL"t'
SELLER Fa hou Un T rumtE'(. of fne Coo- Un,,,, Tru st, U,r. 7 ;"tJCiCfEI' L)E ^?aCcltit)( o
Tres'"i ClatE,'te;,ri, i 2 C)
aled
Fa ChOLJ Un;._ 1.! ;tE;t
CI T YfBUYER.
CITY OF S,AN i t% AI'J;`,
BY. _
Da0-a N. R;:--,:,,n;
ATTEST
BY 71) `
Llarlci t., 111.1'zar.
,lei t, C: thi ,
APPROVED AS TO :=ORIlI:
Jose:,,)h V',' lestc iej
City Mtorne',
BY
25E-17
o r,t!loc, ``>ti,1 ?; 811?C7il,f?i. SIG .E11114`,{j
f?rlft?:ro?;: ? .
THA-1 E'r.}I,.e.l }'?, C> 'h? II : A` 1.) A I\ It!"CR
t x F- OF
hjai' I' IO(
tI r; 15 ,. E ;JI I J1. (('l i[_ LEI ; I FoIE:`I e il'I "? or IFOI;tiIA. [>I r:"( II3E:I)
t? FOLLC?`iVIS,
F3I GIN`1 ; :;"o Tli'. ( 'i In s TI') t)i OF V'F `. 'I i'IF;.,ri ).I.; ;.T
I I II 'I? IF L?"t_4 OF''I-I FI';1- ) _ A S-T"lz (:)rt'E::`'I:tt t i 1-11 F, CITY 01
;,1 i DI`!'D TRF, t:31 E)(..:) 1 tgttCri? r,•I r':i ;I::jar; t`_>F' L>E:;1 [)S;
I I,I. of:'I '"ti6:?I "! 4I l lti.dit; F's :'"I , {,;ti i'I[i !
1l t 4;'r i.I i N Faf?l` l 'Of,
: F"I
IE',C'F?
1J
.?Vti';`rI; "I iii ??"?.?I;I?I-I ].IoZ1# CIF"I`II 1 I:I?t?. TIIf ?i"i
F EE'1
NOR { .a I I°vL et Ili ; ?ST J ',-?.ct(1 I:I;L:_A ?..)?"?C E H II: II_ NORTH LINF
OF 1"II. 1H ( 7,1 1, ._ I:. F 1( ? M f N
kai"ti I r 7I? Pit `.,I"?
APN- 405-005-20
25E-18
dmourseme it,: sha De: rTlcao A Esn v .. cin '„!, t ;tnd, recei e Jr' tnt escrow, -shall )i deposlleG
in one ), rnorc /; Ur _IerleTa, P,>t,MA, c _;CO;t,nk wiftl an.v n anr. nun; nux 1e.. i;! :t`l - Uate= . California.
and mo) be trait i;'v d t{J tI, o?
.tr),- .;c ilE ik C !W cl. ?t1Cl' '" e) co1,ii1T:. T ht- exo1c:S;af(7ni 'close of
escrow" rneanE tn : dz t :)n vv licn irmuumer.,_; rE A.!..o a) Worn are Awd to re;,3.rc; N! adjustments. are
to be macie on Um bay m or t 30-dar, rrJon1h. I-Jecor''alora of any instruments delivered through this
escrow, if necessary or Proper in We ssuance of ?< poii„ v ct title insurance called for, is hereby authorized,
There' shall be no .1roi'atiorls of any ex" stJng insurance-, polcus in Uns escrcm/
You are to furnish) a copy of these insirufchcon:,. arriendni(.nt? ftleretc.. closinc, maternent and/or any other
documents deposited in this escrow t,F the lender or lenders, the real estate broker or brokers andfor the
attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys.
Should you beime or after close of escro,rr receive or become aware of any conflicting demand; or claims
with respect to thi. escrr ,/ or the rights of any of he partter.> hereto, or any money or property dep=osited
herein affected hereby, von-, shall nave, the right tc discontinue any, or all Curt}per acts on your part until
such conflict a resuved to your : aASfar;tMY and you shall haw Me further right to commence or defend
any action or ;pro, eE,drrrgs for Me aeteri-n naticri of such confii [ They parties hereto jointly- arid severally
agree to pay all costs, damages, lu`tgmen's anit experses inc:iudinp reasonable attorney's fees, suffered
or incurred by you it connection wvitti, o, arisinu out o ttlis e- u=, including, but withoul, limiting the
generality of the foregoing, a suO ir' interp sariar o-ought by you. in the event YOU file a suit in
interpiea7er, you steal ipso facto be fly releas es` and ci ,t,; aMe>.; from all obligations imposed upon you
in this esc row.
If for any reason `und are retzine;d or remain in escrow, you are to dedLJC therefrorn a reasonable
monthly charge as c,;,'Moclian there-o` C i no! ie s' fnar1 S;10.0'Cr ;)er luorith,
Time is, declared to the, esee(-, ' of these insdjohons,, it you are- unable to Compl`,' Within the time
specified herein can suA additio m! Me_ a is rx ,wire tc rna e an examination of the official records.
You will return ali documents, rrlLm v or pmperq to the 021Y entaled`` thereto upon satisfactory written
demand and authonzatinn. Any am ndmeni of and or supplernent to any instructions, must be in writing.
The seher agree to sel! and he buyer ag oe„ in buy the prop ert, herein described L.Jporl they terms
hereof.
These; escrow,, instructions. and ar7)eridrnerii hereto rria? is executed i one cu rn,ore,, counterpaw, each
of which indcpendenfiy naH have the same 4.fte,-ct a:, if it were the original and all of +?rhu?h taker) together
shall constitute one ind tl c sarTie! irisirw;tic ,
25E-19
PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT, entered into this __ day of , 2010, 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"), and Rafael C. Ramos and
Yolanda Ramos, husband and wife as Joint Tenants (hereinafter called "Seller"), regardless of
number or gender;
W I T N E S S E T H
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 of 415 and 417 N. Bristol Street, Santa Ana, CA)
(APN 008-082-01 & 02)
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 da e on wni ;F, the City has approved 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 conditions, restrictions, reservations, exceptions, easements, assessments, profits,
limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and
all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15
below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall
be free and clear as provided above. Seller further agrees that acceptance by City of any deed to
said real property, with or without knowedge of any condition, restriction, reservation, exception,
easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general
or specific, and including any and all leasehr],_-' F, nerests), lien, cloud or defect in title, shall not
constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by
Seller to City, nor of arty right,:rhich might accrue to City because of the failure of Seller to convey title
as hereinabove provided.
(b) Seller does hereby convey to City a temporary landscape easement as described in greater
detail in Attachment 2, attached hereto and by this referen?e mace a part hereof.
25E-20
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
property to City, within the time and at the place hereinabove specified for said conveyance of said
real property, a policy of title insurance to be issued by the above mentioned title company, with the
City therein named as the insured, ir the amount of ONE HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($150,000) 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 such specific ones as city may
hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance,
whether such insurance complies with the requirements of this paragraph or not, shall not constitute a
waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of
any rights of action fc.?r damages or any other rights which may accrue to City by reason of the failure
of Seller to convey title or to provide title nsurance. as required it-, this Agreement.
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 tree escrow. Escrow to close within 90 days of the
City's execution of this Agreerrrent.
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its
acceptance of this Section 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 'nsuranc-, reconveyance gees, document preparation fees,
escrow fees and any other closing costs incidentai 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 ?,ar,der !:his Agre.emeni i.+ lirnited to performance of the obligations
imposed upon it under Section 4, Sect on 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 conve'ved to City as are unpaid at the time of said conveyance shall
be cleared and paid in accordance with the provisicns of Section 4986 of the Revenue and Taxation
Code of the State of Caiifornia. Seller shah be eligible for a refund under Section 5096.7 of the
Revenue and axation Code of they State of Caiiitornia for that portion of property taxes on said real
property for said fiscal year which have been paid r:rior 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 saki reai prcpertNI to City is recordea and n-iade uncollectible if unpaid by
reason of Section 4986 of the Revenue and Taxation code of we 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.
2
25E-21
6. moment of Purchase Price. City ag rees to pay to Seller, and Seller agrees to accept from
City, as and for the full purchase pr ce for said real property, fixtures & equipment (improvements
pertaining to the realty), goodwill (if any), and severance damages, the total sum of ONE HUNDRED
FIFTY THOUSAND AND NO1100 DC'._LARS ($150.000). City agrees to deposit said purchase price in
escrow with the Escrow Agent within THIRTY (:30) days frorn 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 o` said real property i-y Selic-1 to City as hereinabove provided;
(b) Acceptance by Cite of a Grant Deed conveying said real property to City;
(c) Deliver, to City of the polity of tiiie inswance; as he-einabove provided;
(d) Recordation of -the Deed coriv yi??g said real property to City.
7. Possession. ;Se;!ler agreta t,D d.=:iivar io 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. Left Blank
9. Waivers. The waiver by City of rmy breach of any covenant or agreement herein contained on
the part of Seiler shall riot be .-teemed or held to be a waiver of any Subsequent or other breach of said
covenant or agreement nor a waiver pf 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, shail apply to and bind the heirs, executors, administrators, successors and assigns
of the respective parties hereto.
11. Time is of the Essence. In a!I rnatters 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 Premises. ::e ler hereby grants City, and its authorized agents,
permission to enter upon said real mcsnerty a aii reasonable times prior to close of escrow for the
purpose of making necessary inspections.
13. Just Comnensa•f on. Seller at-.k; oWedges and agrees that said purchase price is just
compensation at fair market val:ae for said real property and includes payment for fixtures & equipment
(improvements pertaining to the realty,, goodwill (if any); and severance damages
14. Notices,. The rr.aiiirng 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 grange, State of California. The mailing address
of the Seller is;
i'.,_,far ! .iamos ,ind volanda !Ramos
16285) Mount Islip Circle.
Fountain Valley, CA 92708
25E-22
15. Exceptions. City agrees to accep" title to said real property subject to the following: NONE.
16. Entire Agreement. It is mutuafy 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. 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. 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. he Term "H,azardOUS 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 riot lirniteu 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, Ct:afrrer 6.5 (Hazardous Waste Co, atrol 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) defines as a "hazardous substance' under Section 25281 of the California Health and
Safety Code, Division 20, Chapter 6.' (l.ir(dF r(4rouno Storage of Hazardous Substances), (v)
petroleum, (vi) asbestos, (vii) polycn'orinated biphenyis, (viii) listed under Article 9 or defined as
"hazardous" or "extremely hazardous" pursuant to Article 1 I of Fitle 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, 133 U.S.C. S1 3,T), (x) defined as a "hazardous waste" pursuant to Section 1004
of the Resource Conservation arc Recovery Act, 42 U.S.C. -SG901 et a!ftg. (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. 59601 et spec. (42 U.S.C. S9601).
18. Compliance WVith Environntergal Laws. To the best of Seller's knowledge the Property
complies with all applicable iadvs and qovernrrier,iai regulations including, without limitation, all
applicable federal, state, and 'ocal laws penaining ro air and vuater (quality, hazardous waste, waste
disposal, and other envhonrnentai n-(atte - int;ludirrj. but nor !imited to, the Clean Water, Clean Air,
Federal Water Pollution Control, Soliu Waste Disposal, Resource Conservation Recovery and
Comprehensive Environmental Response Compensation grid Liability Acts, and the California
Environment Quality Act, and the rules, ,-egJacions, and ordinances of the city within which the subject
property is located, the Caffornia Dec?arlrnent of Health Services, the Regional Water Quality Control
Board, the State Vtrater Resourr;es Ccrtrol Board, the Environmental Protection Agency, and all
applicable federal, state, and local ageric;ices acid bureaus.
19. Indernnity. Sclier gag,--s to i?x, .r,inify, ; efend and hold the City harmless from and against
any claim, action, suit, oroceedrn . ic.as, cost, r°iarr(age, liability, deficiency, fine, penalty, punitive
damage, or expense (irrclud rly, viitilc,'.ll lir!Iiia:ion, -at(orneys' fees), resulting from. arising out of, or
based upon (i) the presence rele;ase?, use, ,g i e-at.ion, discharge, storage, or disposal of any
Hazardous Material on. under, in or about, or r.he transportation of any such materials to or from, the
Property, or (ii) the violation, or ?io3_:atiori, of any statute, ordinance, order, rule, regulation,
permit, judgmel at, or rc; 1:>e r? lit r,ca ra, t; ;?sFS aerie, aEion, release, discharge, storage, disposal, or
transportation of Hazrirdous nia,Leria: 1.810(D , n, cr about, to or from, the PraperZy. This indemnity
shall include, without ri???itaticTr?. any "J;iTlage, fin(:, penaity, punitive damage, cost, or expense
4
25E-23
arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
disease, or death, tangible or intangible property damage, compensation for lost wages, business
income, profits or other economic loss, damage to the natural resource or the environment, nuisance,
pollution, contamination, leak, spill, release, or other adverse effect on the environment). This
indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall
not be responsible for acts or omissions to act post close of this escrow.
20. 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 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 oy the Seller acrd City.
22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
conclusion of which would adversely affect the vaiidity, 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 Caliicrnila.
25. No Reliance I3 One-Rally On_Thre Other. Each party has received independent legal advice
from its attorneys with aspect 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 trwrther. 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 cuc;, c::ct,s Ghri `h,ngs as are reasonably necessary and appropriate to
effectuate the terms and conditions of this Agreeme.rit, without ost.
28. Applicability of Agreement: To Assignees. This Agreement shall be binding upon and shall
inure to the benefit of the succ-ssors and assigns o` the parties to this Agreement.
29. Authority tc, Execute _ reemeLnt. +ch 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 t tgreerne.nt, anti shall indemnify C,:ty fully, including reasonable costs and attorney's fees,
for any injuries cr clar IialJ. &6 Lc/ in the event that such authority or power is riot, in fact, held by the
signatory or is ?rjithdra%or .
5
25E-24
30. Incorporation of Exhibits. AEI 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: Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Date
Rafael ^ .iRamos - - --
A
Yola Ramos
CITY/BUYER:
CITY OF SANTA ANA
BY:
David N. Ream
City Manager
ATTEST:
BY:
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fieicher
City Attorney
BY: _
Jose Sandoval
Chief Assistant City Attorney
6
Date ` 7 (l ;?
Dated
25E-25
Attachment 1
EXHIBIT "A"
LEG,xl- DESCRIPTION
PARCI, EL "A"
l bait t1or kill C'liatc IlcFtm iit ii:i Rwicho S arnit go do Sariw : no 'n tht:
City (if ` zlltu? Alw, ('(:tC.ttl y (::I:t ?)rt8lrt„ t, sui1t of Caijfurniii, as desi..Irllier:l rrt Quilcil ni Dt?ed
rwcorded April I9W atw llirtrwiiclit No. ?4-021814c)-?. Of icial Records In the Office 4-A-
011° l'iaiilltle R ccrrele? 01- .tid C; OLII1t0'. IVM v,,L,,rcrlv ti,Ccurves concentric V it1i Land
7?.O(), l ?'1 eti tc°i'l? r,mt f.lil
1'1.'tl.ll Mt:I?(I.CI. :lfi'?'.!e.w kip `?'icr+,- ]1 oil
rLfereric:ec.l Exhlibir "B", dL:scrihed i`illo w ?;
C'a?nlnienc. tl rt 11w ceiverliilc i.liicrscction of Bristol SIiT:`t vvitla S.itatti Ano Ro-niov4trd
(Jbriiiwrl? F;)r,nh SltvCi;: C.aenc:t llortlicrl" Jolig slid centerline of ristcil Slr:°.et.
North (7t?` :,?^; .40- I-.ttst. 54.91 fCei Io iiit True Point (if Beginning. acid the
lie1.in2 ML._(,F Curve of s ild iy. orisirucilor Cunti:r;rller. N?iic! i tirVC hein?! ccliZC;?? cr e??.°sw?°.i'l1
ha viii;,. tit I"?tclius 47000,00 fl a:t, tli•'?fIlUC 31011101°1-sy Jiwig said cure l 16.21) I'eet, tlirc7tltiyli a
Contral '[,r gic (if, $f_i 1 a Rt2l'_rtic CLf'' ?'. c'lpt1C';1'b Clj'IL,rk. llilvjlw Ul raacltll o
?(lt)l:i.f_I(f il!e:: thence ii(,r- h rk aletill ^ ? titl c ur 147.-,:, iect. throwdi tt Celitr.ril ttiiLl;3 (it,
04`113'58- to tliv 3?:tic-of-Curve.
E kepi ifrlt fic,rtior? of 1rirrc3 drscr"illed in Decd Ior Street Purposes, recor:l d
f)cto!)cr ;r, 1947 in E?c?t k 1585. l'auc 4", Of icial Records of siiid County Recorder.
C"0titairlial?°. 1.810',UpUaiv 1' t, rtI4+,e s:t le=ss.
All as sliiwti on Exiiiliit ttttackcd horctrr:-md liy tliis ref&erice trade i hart hereof,
Subject to <111 R iL!flrs_ and Eawinetits of record- iI'ati .
Prepared h,,..mc. or ttticicrr .7m dircctic,ri
7
...,
`
IZaz?rah_,t1a?.3?1?c?rrl, l'i.?`?? 4
y •?w?. ° 4f ??i,,?+;,.
y 4 F'B 8324
25E-26
Attachment 1
0 Jr ?
LLJ
PLC 8,324
EXP- 11-31 1 1
4-1 M U)
FIFTH STREET
L1 '
I
v g
__ y r
YL.
r
SANTA ANA
BOULEVARD
(formerly Fcurth Street;
8
25E-27
When recorded, please mail this
instrument and tax statements to:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza, M-36
Santa Ana, California 92701
Attachment 2
Free recording requested by
THE CITY OF SANTA ANA PER GOVERNMENT CODE
SECTION 6103
SPACF AROVF THIS I INF FOR RFC:ORnFR'S I I
CANCEL AGENCY(IES) APPROVED BY DESCRIPTION DESCRIPTION A. P. R/W MAP PROJECT
TAXES PUBLIC WORKS DIRECTOR WRITTEN BY CHECKED-O.K. NUMBER NUMBER NUMBER
430-221-19
_ Portion of 2600 Redhill Avenue. Santa Ana. California
TEMPORARY LANDSCAPE EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Does Hereby Grant to THE CITY 0'F 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 415 N. Bristol Street,
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 fcllowing conditions being fulfilled by City
(A) 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 aporoach 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.
(B) 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 of by any act or omission for which the
City is liable in the exercise of the ; ights herein granted.
It is understcod that the period of use o` said easement shall exis'. for a roe; iod of no more than 6 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. In the event actual use by Grantee, its authorized agents,
or contractors extends oeyond the prescribed period of tirne, the Grantee snaJ pay the Grantor at the same contract rate of $ 3,992 per
month, prorated to the actual date said use is terminated. This easement shall terminate upon completion of said construction and in
any event shall cease and terminate not lute! thzz n De en cr 311. 201.2.
Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Rafael C. Ramos
Yolanda Ramos
Date
STATE OF CALIFORNIA )SS.
COUNTY OF_ - - - -- - -- -- -- }
On before me,
personally appeared
who Proved to me on the basis of
satisfactory evidence to be the person(s) 1whose na a(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 his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
Signature
SICNAT'URE OF NOTARY PUBLIC
PLACE NOTARY SEAL ABOVE
25E-28
Attachment 2
EXHIBIT n"k1,
10
PAItC'EL "A"
A strip OflancL 5.00 !,M €1 V,idilr. that poNiOn Ottllc .ltllirata Cha,,-e,, Alloirt- n- in
f0lich o .santiiq_? 1 J., ``aitrlii 51 ai! in tire' (lty of Santa Ana. County off O1UnaQ,
We ofClklfVt-ttltl_ is alt"s4..r hed in f.,,?l1l chrini f)k..ed recorded p'il 22 994 as
InstrUMCrii No. 94-0221492, Ul cial records in the Mice oi'tiac C"nunt' Recorder cr
Wl (Annoy. We wwwrij wit! ,ri wwd ,trip l??ilt?t 75.+00 f??t - asterly and i.:urwentric
the ('cinsvuc:tion critcrlin can s as r,liq mi an l .re l abet reRnonced FxhM 10
Coinintwins; gal the !:.°rlti,:i'lirw iti c:-:,e :dwi if Bristol Street with Santi Atia Bo ulctard
(3'C7rl7kirrly l'c urth Treat? thmicc nordicrl` aalonr,said ct'-literltrlr: or Bristol ?titet.
-North 00".)7'4(Y' l-u t. 74.'}1 is Ql to tl True Mint of Beginning, and tho
g-ilf-Curnc o :mud (`iotSUtlt'tiiii7 cc°rrterlit?c, still cut`t'c bei1," ion(:iwL, %.?,Cstrrrl).
having a M us or 2000.00 1c:t, theme licrrtht rly along bier curve 1 10.29 1cc:?, through it
L' atrial angle 403"! 943- wr ¢ c a -vc, C011COW CW Ierlr, 17aVi 11 it ritdiLPi (11'
2000.00 Set: tla;.,ric:cY norther i Wig said c'u v 147.75 feet, through a ?entral angs c of
04'4 to
t.ltiti l?aitl-c?,l-C'ttr ?c:.
CUtai Ang 60 scltrtirc• rect. l-a Ull-V 01 lr's.
.-ill as :ti,tc:= on F&AH ``B". Gatt4ac hl d hLrcto and 1w Lhis refcrenc c rr idc to pall hereof.
`.'? bJect to all (..t?1'ci ants. 14'ights. RlghtA-3110'ay and l'.i1!ienie 1tS o n-cord. if ;.inv.
li
Ilepared by ire, or Lllatlcr ilk\ direction un
P.lyti. nd- a .#Kcrsl, PE S Ajc
F.xpir::,s l?' i.'ll
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25E-29
Attachment 2
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SANTA ANA
(formerly FOUrtr Street)
BOULEVARD
'mss.
25E-30
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 interp'.eader 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 ali documents, money or property to the party entitled thereto
upon satisfactory written oemano aria authorization. Any amendment of and/or supplement to
any instructions must be in writing The seller agrees to sell and the buyer agrees to buy the
property herein described upon the terms hereof.
These escrow instructions, and amendments hereto, may be executed in one or more
counterparts, each o which iride pendernfy small have the same effect as if it were the original,
and all of which taken together shall constituae one and the same instruction.
12
25E-31
ALL INCLUSIVE SETTLEMENT AGREEMENT
This Agreement ("Agreement") is made by and between the City of Santa Ana Public
Works Agency, a public body, corporate and politic ("Agency") and Norman and Susan Luna
dba/Tony's Lock and Safe Service ("Tenant"). The Agency and Tenant are hereinafter
sometimes referred collectively as the "Parties."
RECITALS
A. Tenant operates a. business, commonly known as 304-306 N. Bristol Street, Santa Ana,
CA (the "Property").
B. The Agency has made an offer to purchase the Property for the Bristol Street
Widening Project. The property owners, Norman C. Luna, Trustee of the Luna
Family Trust. ("Owner"), and Agency have negotiated a Purchase and Sale Agreement
("PSA") for Owner's Property ("Acquired Property"), which will result in the
termination of Owner's and Tenant's rights, title and/or interests in the Acquired
Property.
C. The Parties desire to resolve all issues relating to the Agency's acquisition of the
Property in accordance with the terms and conditions set forth below.
D. The Parties acknowledge that the payment as set forth in paragraph 1(a) and other
consideration given in connection with this Agreement are the result of a compromise
and settlement of disputed claims, and shall never, at any time or for any purpose, be
considered an admission of liability or responsibility on the part of any of the parties
herein released.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants hereinafter set forth, it is hereby agreed by and among the Parties that:
1. Consideration
(a) The Agency shall pay to Tenant the sum of $255,000.00 (Two Hundred Fifty
Five Thousand Dollars) (Tenant Settlement Payment) as total compensation for
relocation assistance and any and all related expenses and claims as more fully
described in paragraph 1(b) below. Upon full execution of this Agreement, the
Agency will begin processing an initial payment, payable to the Peterson Law
Group Client Trust Account, in the amount of $170,000.00, and pay same within
thirty (30) days of execution of this Agreement. The Agency will make the final
payment to the Peterson Law Group Client Trust Account in the amount of
$85,000.00, less any deductions described in paragraph 1 (c) of this Agreement,
concurrently when Tenant vacates the Property, signs a Certificate of
Abandonment, provides all keys to the Property to the Agency or to the Agency's
relocation consultant, and provides written verification that all hazardous
materials have been legally and properly moved.
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25E-32
1'
(b) Tenant agrees. that the consideration received pursuant to paragraph 1(a) above
constitutes full satisfaction of any and all obligations of the Agency to Tenant,
including, without limitation, any obligations for relocation assistance, relocation
benefits, moving expenses, interest of any kind in the real estate and leasehold,
loss of business goodwill, compensation for personal property (loss of inventory),
furniture, fixtures and equipment, interest, attorney's fees, appraisal fees, or
damages of any nature.
(c) Tenant agrees to vacate the premises by no later than August 31, 2010 or sixty
(60) days after close of escrow for the Acquired Property, whichever occurs later
(Vacate Date). Should Tenant remain in occupancy beyond the Vacate Date, a.
Two Hundred Fifty Dollar ($250) per day penalty will be deducted from Tenant's
Settlement Payment, for each day of occupancy beyond the Vacate Date unless a
written request for an extension has been submitted and consequently approved
by the Agency or its Agents.
(d) Tenant hereby agrees that Agency may remove and dispose of any personal
property or trash that has not been moved upon the Vacate Date, as it elects and
desires, without any notice to Tenant.
(e) Payment will be made for Relocation Expenses in the amount of $121,000.
(f) Payment will be made for Loss of Business Goodwill in the amount of $134,000.
2. Release
(a) Nothing contained herein shall constitute a release or discharge by either party for
any of the undertakings of the other party to this Settlement. Agreement. This
Agreement shall serve as a full release and discharge by the Parties, on behalf of
themselves, their agents, representatives, assigns, trustees, administrators,
attorneys, heirs, relatives, spouses, ex-spouses, beneficiaries, and successors in
interest, in consideration of the mutual covenants and promises contained herein,
of the Tenant, the City of Santa Ana, the City of Santa Ana Public Works Agency,
and those parties' accountants, other professionals, agents, representatives,
assigns, employees, administrators, trustees, insurers, attorneys, . heirs,
beneficiaries, and successors in interest (collectively the "Released Parties"), from
all rights, claims or cross-claims, demands, actions, or causes of action, including
those for damages, compensation, relocation assistance, relocation benefits, loss
of goodwill, property interest, compensation for personal property (loss of
inventory), furniture, fixtures and equipment, punitive damages, interest, costs,
attorney's and appraisal fees, injunctive or declaratory relief, or for relief by way
of writ of mandate, or for demands, damages, refunds, debts, liabilities,
reckonings, accounts, obligations, costs, expenses, liens, actions, causes, and
causes of action of whatever kind, at law or in equity, that the Parties have now or
may have against any of the Released Parties arising from the facts and
circumstances described in this Agreement including but not limited to (1) the
acquisition of the Property by the Agency, (2) Tenant's leasehold interest, if any,
2 of 7
25E-33 l;?f
in the Property (or any portion thereof) or (3) any other right or interest Tenant
may have, assert, or claim by reason of Agency's actions or failure to act,
including, but not limited to, any claim to relocation assistance, relocation
benefits or compensation for property or loss of goodwill from the Agency.
(b) In making this release, the Parties intend to and do release, acquit and discharge
the Released Parties, and each of them, from any liability of any nature
whatsoever for any claim, injury, damages, or equitable or declaratory relief of
any kind, whether the claim, or any facts on which such claim might be based, is
known or unknown to the party possessing the claim. Each party expressly
acknowledges and waives any and all rights under Section 1542 of the California
Civil Code, which the Parties understand provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his/her favor at the time of executing the release, which
known by him/her must have materially affected his/her settlement with the
debtor.
Each party acknowledges the foregoing waiver of the provisions of California
Civil Code Section 1542 was separately bargained for and expressly consents that
this Agreement shall be given full force and effect in accordance with each and all
of its express terms and provisions, including those terms and provisions relating
to unknown or unsuspected claims, demands and causes of action, if any, to the
same effect as those terms and provisions relating to any other claims, demands
and causes of action herein above specified.
(c) Each party acknowledges that it may hereafter discover facts or law different from
or in addition to those which it now believes to be true with respect to the release
of claims. Each party agrees that the foregoing release shall be and remain
effective in all respects notwithstanding such different or additional facts or law
or any party's discovery thereof. The Parties shall not be entitled to any relief in
connection therewith, including, but not limited to, any damages or any right or
claim to set aside or rescind this Agreement.
(d) None of the Parties or their respective agents nor any related entities have made
any statement or presentation to the other regarding any fact relied upon in
entering into this Agreement and the Parties, and each of them, expressly do not
rely upon any statement, representation or promise of any other party or nay
party's agent or related entities in executing this Agreement, except as is
expressly set forth herein. Each of the Parties has made such investigation of the
facts and law pertaining to the subject matter of this Agreement as it deems
necessary, and has consulted with legal counsel of its own choosing concerning
these matters.
(e) Tenant hereby represents and warrants as of the Effective Date of this Agreement
that (1) to its actual knowledge, no other entity or person has any right, title, or
interest whatsoever in the released claims, and (2) that there has been no
assignment, transfer, conveyance or other disposition by Tenant of any of the
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i
25E-34 ?'
released claims, and that Tenant will not make any such assignment, transfer,
conveyance or other disposition subsequent to the Effective Date of this
Agreement. Tenant acknowledges that the Authority has relied and is relying
upon such representations and warranties in entering into this Agreement.
(f) Tenant will Hold Harmless and defend Agency, its employees, agents, contractors
or representatives from any claims that may arise from Tenant's nondisclosure of
any other interests in the Property or personal property referenced by this
agreement.
(g) This Agreement represents a settlement of doubtful and disputed claims between
the Parties and does not constitute any admission of liability by either party to the
other parry to this Agreement. Agency has delivered to owner an offer to
purchase the Property under threat of eminent domain pursuant to Government
Code Section 7267.2. Tenant and Agency now wish to enter into this Agreement
in lieu and under threat of eminent domain proceedings.
3. Third Party Beneficiaries
Except as explicitly set forth herein, nothing in this Agreement is intended to create any
third party beneficiaries under this Agreement, and no person or entity other than
Authority and Tenant shall be authorized to enforce the provisions of this Agreement.
4. Attomey's Fees
In the event of litigation relating to or arising out of this Agreement, the prevailing party
shall be entitled to be reimbursed by the non-prevailing party for all reasonable costs and
expenses incurred thereby, including, but not limited to reasonable attorney's fees and
costs for services rendered to such prevailing party.
5. Indemnity
Each party shall indemnify, defend and hold the other party and the Released Parties
harmless from and against any claims, damages, demands, liabilities, losses, judgments,
expenses and attorney's fees and/or costs resulting from the breach by such indemnifying
party of any provision of this Agreement, the falsity of any representation or warranty
made by the indemnifying party contained in this Agreement.
6. Entire Agreement
This Agreement together contains the entire Agreement of the Parties, and supersedes
any prior written or oral agreements between them, concerning the subject matter of this
Agreement.
7. Partial Invalidit
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25E-35
In the event that any term, covenant, condition or provision of this Agreement shall be
determined by a court of competent jurisdiction to be invalid or against public policy, the
remaining provisions shall continue in full force and effect.
8. Waiver and/or Modification
The provisions of this Agreement may not be waived, altered, amended or repealed, in
whole or in part, except upon a written agreement signed by each of the Parties. The
waiver by one party of the perfonnance of any provisions of this Agreement shall not
invalidate this Agreement, nor shall it be deemed a waiver of any other provision hereof.
9. Headings
The headings, subheadings and numbering of the different paragraphs of this Agreement
are inserted for convenience and for reference only and shall not be considered for any
purpose in construing this Agreement.
10. Governing Law
The rights and obligations of the Parties under this Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of California.
I I . Successors In Interest
Subject to any restrictions against assignment contained herein, this Agreement shall
inure to the benefit of, and shall be binding upon, the assigns, successors in interest,
personal representatives, executors, estates, heirs, legatees, agents and related entities of
each of the Parties.
12. Necessary Acts
Each of the Parties agrees to perform such further acts, and execute and deliver such
further documents, as may be reasonably necessary to carry out the provisions of this
Agreement.
13. Advice of Counsel
The Parties, and each of the, acknowledge that in connection with the negotiations and
execution of this Agreement, they have each been represented by independent counsel of
their own choosing and the Parries executed the Agreement after review by such
independent counsel; or, if they were not so represented, said non-representation is and
was the voluntary, intelligent and informed decision and election of the party not so
represented; and, prior to executing the Agreement, each party has had an adequate
opportunity to conduct an independent investigation of all the facts and circumstances
with respect to the matters which are the subject of this Agreement including but not
limited to the advisability of entering into this Agreement and the meaning of California
Civil Code Section 1542.
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25E-36 ?(
14. Authority to Execute This Agreement
Each person executing this Agreement on behalf of an entity represents that he or she is
authorized to execute this Agreement on behalf of that entity and to bind that entity to the
terms of this Agreement.
15. Construction
Each party has cooperated in the drafting and preparation of this Agreement. In any
construction to be made of this Agreement, or of any of its terms and provisions, the
same shall not be construed against any party.
16. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original and, when taken together with other signed counterparts, shall constitute one
Agreement, which shall be binding upon and effective as to all Parties.
17. Voluntary A Bement
The Parties, and each of them, further represent and declare that they have carefully read
this Agreement and know the contents thereof, and that they sign the same freely and
voluntarily.
18. Notices
All notices, requests, demands and other communications required or pennitted to be
given under this Agreement shall be in writing and shall either be delivered personally or
be sent by telegram or by regular or certified first class mail, postage prepaid, deposited
in the United States mail, and properly addressed to the party at its address set forth
below, or at any other address that such party may designate by written notice to the other
party:
To Agency: Souri Amirani
Deputy City Engineer
City of Santa Ana Public Works Agency
20 Civic Center Plaza, M-36
Santa Ana, California 92701
To Tenant: Norman and Susan Luna.
Tony's Lock and Safe Service
C/O Peterson Law Group
707 Wilshire Blvd. #5270
Los Angeles, CA 90017
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25E-37 41111
19. Jurisdiction and Venue
Any action or proceeding concerning this Agreement shall be filed and prosecuted in the
appropriate California court in the County of Orange, California: Each party hereto
irrevocably consents to the personal jurisdiction of the court. The Parties each hereby
expressly waive the benefit of any provision of law providing for a change of venue to
any other court, including, without limitation, federal Agency court, due to any diversity
of citizenship between the Parties or due to the fact that either the Authority is a party to
such action or proceeding. Without limiting the generality of the foregoing, the Part ies
specifically waive any rights provided to it pursuant to California Code of Civil
Procedure Section 394 or other state or federal statutes or judicial decisions of similar
effect.
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the
date first written above.
loaL 's Lock and Safe Service
0WOI?,
Luba Title
or.?rv -i?
Title
BY
S TO
Tenant Legal Counsel
Tax Identification No.
Tax Identification No.
5S- l- Ali U
Date
I - '90 ?O
Date
Dated t- Xzl
CITY OF SANTA ANA
BY:
David N. Ream
City Manager
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY:
Jose Sandoval
Managing Senior Assistant
A
Dated
Dated
Dated
f
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25E-38 ??