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HomeMy WebLinkAboutHORTON FAMILY PROPERTIES LLC.-2012A-2012-161 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on o (,k.S'r (C` ---- 2 01 2 , 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 "City" or "Buyer"), and Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE ATTACHMENT "1" - Legal Description & Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 107 N. Grand Avenue, Santa Ana, CA) (APN: 398-456-16) 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. (a) 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, identified as ATTACHMENT "2". (b) Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property identified as ATTACHMENT "3" and incorporated herein by this reference. 2. Conveyance by City. (a) City agrees to convey to Seiler, by Grant Deed, The Surplus Property ("Surplus Property"), described and depicted on the attached ATTACHMENT "4" of this Agreement 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. 3. 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 16 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 condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non- monetary, general or specific, and including any and all leasehold interests), 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 any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. (b) Seller hereby expressly acknowledges and agrees that it shall acquire the Surplus Property "AS IS" and "WHERE IS", and "WITH ALL FAULTS". Seller shall acquire the Surplus Property after such inspection, analysis, examination and investigation as it cares to make and expressly without the City's covenant, warranty or representation, whether express or implied, statutory or otherwise, as to physical condition, environmental conditions, zoning or other regulations, compliance with law, suitability for particular purposes, or any other matter whatsoever. Seller expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze and investigate all aspects of the Surplus Property and conditions relevant thereto, and Seller shall rely on Seller's own investigation and inspection, and all matters relating thereto and agrees that City has and shall have no liability or obligation whatsoever. Seller acknowledges that City is not making any representations as to the future granting of any city approvals, if any, required for the development of the Surplus Property. Seller hereby acknowledges that, notwithstanding anything to the contrary contained in this Agreement or elsewhere, City has not made and shall not be deemed to have made any representations or warranties whatsoever regarding the Surplus Property or otherwise, and there shall be no obligations of City that shall survive the Closing. Seller hereby assumes all risks in connection with the Surplus Property and the matters referred to in this Section. 4. 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, in the amount of Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (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 for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 5. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 5 and of the General Provisions described in ATTACHMENT "5" 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 5, Section 7, Section 12 and ATTACHMENT 115" of the General Provisions of this Agreement. 6. 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. 7. Payment of Purchase Price. a. City has determined and Seller has agreed to accept Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00), as compensation for the total purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, which includes the value of the land and improvements thereon, compensation for the Temporary Construction Easement described in Section 1, and compensation for the curative work described in Section 31(a). b. As part of this Agreement, City has agreed to sell to Seller, the Surplus Property, described in Section 2 of this Agreement for Sixty Five Thousand One Hundred Dollars ($65,100.00) concurrently with recordation of both the Grant Deed conveying to Buyer fee simple title to the Property and the Temporary Construction Easement described in Section 1. c. City agrees to deposit the sum of Two Hundred Seventy Seven Thousand Seven Hundred and Ninety Dollars ($277,790.00) 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: (i) Conveyance of said real property by Seller to City as hereinabove provided; (ii) Acceptance by City of a Grant Deed conveying said real property to City; (iii) Delivery to City of the policy of title insurance as hereinabove provided; (iv) Recordation of the Deed conveying said real property to City. (v) Conveyance of said Surplus Property by City to Seller as hereinabove provided. (vi) Recordation of the Grant Deed conveying said Surplus Property to Seller. 8. Possession. (a) Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. (b) City agrees to deliver to Seller, quiet and peaceful possession of said Surplus Property, which shall be made free by City of all personal property. Seller agrees to indemnify, defend and hold the City harmless from and any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from Seller occupancy as it relates to the Surplus Property. 9. 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 City and deliver same to City 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 City. 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 City 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 City 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. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the 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. 11. Heirs, Assigns, Successors-in-Interest. This PSA, 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. 12. 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. 13. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in ATTACHMENT "2" and ATTACHMENT "3" to perform the work described in Paragraph 31a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 31 a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verified through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $609.16 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 14. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Horton Family Properties LLC 30 Danbury Lane Irvine, CA 92618 Attn: Mr. William J. Roberts 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA 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. 18. 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 (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seg. (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 sec.. (42 U.S.C. S9601). 19. 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. 20. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense 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. 21. 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 constitute said acceptance and approval. 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA 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. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. 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 PSA, without cost. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA, 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. 31. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 7 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Relocate light standards (6) Relocate bollards (12) iii. Relocate post/rail fencing It is further understood between the parties hereto that if the improvements referred to in Paragraph 31b above are not removed from the subject property prior to April 1 2013, but not sooner than the close of escrow, City, its agents, contractors, or assigns, shall have the right to remove said improvements and dispose of same in any manner City deems appropriate without further notice or responsibility to Seller whatsoever. 32. Incorporation of Attachments. All Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company By: L z S Date: _:??• / '2012 Its: City/Buyer City of Santa Ana Paul Walters City Manager Date: ?- (3 .2012 Attest: Maria D. Huizar City Clerk Date: C j , 2012 Approved as to Form: Sonia R. Carvalho City Attorney Joph Straka Ch Assistant City Attorney Date: u '2012 ATTACHMENT "1" EXHIBIT A LEGAL DESCRIPTION (APN 398-456-16) PARCEL "A" 1-hose portions of Lots 10 and I 1 of Block C, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange, State of California, per map tiled in Book 13, Page 45 of Miscellaneous Records of Los Angeles County, California, lying southerly, southwesterly, and westerly of the following described line: Commencing at the intersection of the centerline of First Street with the survey line of Grand Avenue (fornncrly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, filed in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder; thence.. easterly along said centerline of First Street, South 89°35'16" East, 125.50 feet to the southerly extension of the east line of said Lot 11; thence, northerly along said extension of said east line, North 00°32'52" East, 43.02 feet to the True Point of Beginning; thence, parallel with the centerline of said First Street North 89°35'16" West, 30.68 feet, more or less to a point that is 43.00 feet northerly of said First Street and 94.82 feet easterly of said survey line; thence North 45°05'42" West, 35.04 feet to a point that is 67.56 feet northerly of said First Street and 69.76 feet easterly of said survey tine; thence North 00°36'07" West, 38.01 feat to a curve concave westerly, having a radius of 9,933.00 feet; thence, northerly along; said curve 41.73 feet, through a central angle of 0° 14'27" to the beginning of a reverse curve concave easterly having a radius of 60.00 feet, a radial line through the beginning of said reverse curve bears South 89°38'20" West; thence northerly along said reverse curve 7.68 feet through a central angle of 7°20'09"; thence North 07°41'50" West, 2.78 feet to the northerly line of said Lot 10. Excepting therefrom the westerly 10.00 feet of said Lot 10. Containing 3,870 square feet, more of less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of=Way and Easements of record, i f any. Prepared by me, or under my direction on November 28, 2011. rY;P fS 0rcg ?. Sebourn, PLS 895 L S 839`l? Page I of 1 >r.S14ARED?010142_%antaAna'Nuncying&,Iviapping`iN14 Grand Avenue wiJrning?Legal Desrriptioti APN 3198-456-16.doc ( ) - PER RS2009-1093, R.S.8.236/17-20. O.R. SECOND STREET _ ?N89'40'43"W NWLY CORNER LOT 9 T g BLOCK C. M.R. 13/45'N C14 [-35-00.1 60.08- -- N 45.00' O Q 40 I ?T T (n w5 wl ,?co --j z W z 1 I Q _. N I o 10' ---I W N Li.. clq DA ... > I ?C m :D L I i 0Q M_ u I I 9.7¢ - 10'--j 35.00' SlIfLY CORNER LOT 10 BLOCK C M.R. 13/45 P.O.C. i i' in NWLY CORNER LOT 10 BLOCK C M.R. 13/45 NWLY CORNER LOT 11 J BLOCK C. M.R. 13/45 S89'38'20"W -- 1--PRC .? o Q ?I 'T 1 01 L 0 T 1 1 to w 1 u Q c? © to 10 T a .- I co I G pp c, P? EAST UNE LOT 11. BLOCK C M.R. 13/45 cn 0 in M T r co a+ M 94.82 L112 2_ 9 n r_- ? M g rl L110 r., J ) (N89'35' 16"W) FIRST STREET i N.T.S. LINE TABLE LINE LENGTH BEARING L110 125.50 S89* 35'1 " L111 33.00 N " L112 80.50 '1 "W L113 124.67 N " L114 22.24 g 9• 0" L115 2.78 7.41' " L116 38.01 S 0'36'07" L117 35.04 S45'05'42"E L118 30.68 S8935'1 6"E L119 10.00 SO '3 'S2"W CURVE TABLE CURVE LENGTH RADIUS Delta C100 7.68 60.00 7' 0'09 C101 41.73 9933.00 0'14'27" WILY CORNER LOT 11. BLOCK C M.R. 13/45 PARCEL $$A" 3,870 SQ FT EXHIBIT B SANTA ANA A.P. NO. 398-456-16 `PW, SKETCH TO ACCOMPANY ?mmfmW LEGAL DESCRIPTION ATTACHMENT "2" When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXE S X APPROVED AS TO FORM BY ATTY APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-456-16 R/W MAP NUMBER rNE T R 107 N. Grand Avenue Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, easement for public right-of-way purposes in, on, over under, and through the real property in the City of Santa Ana, County of Orange, State of California, located at 507 N. Grand Avenue, described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated 5-1-f 30 ZZ' i 2 --- By: 'k- , , J, Q Its: a M z -I EXHIBIT A LEGAL DESCRIPTION (APN 398-456-16) PARCEL "A" 'I'hose portions of Lots 10 and 1 I of Block C, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange, State of California, per rnap filed in Book 13, Page 45 of Miscellaneous Records of Los Angeles County, California, lying southerly, southwesterly, and westerly (if the following described line: Commencing at the intersection of the centerline of First Street with the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, filed in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder; thence. easterly along said centerline of First Street, South 89°35'16" East, 125.50 feet to the southerly extension of the east line of said Lot 11; thence, northerly along said extension of said east line, North 00'32'52" Fast, 43.02 feet to the True Point of Beginning; thence, parallel with the centerline of said First Street North 89°35'16" West, 30.68 feet, more or less to a point that is 43.00 feet northerly of said First Street and 94.82 feet easterly of said survey line; thence North 45°05'42" West, 35.04 feet to a point that is 67.56 feet northerly of said First Street and 69.76 feet easterly of said survey line; thence North 00°36'07" West, 38.01 feet to a curve concave westerly, having a radius of 9,933.00 feet; thence, northerly along said curve 41.73 feet, through a central angle of 0° 14'27" to the beginning of a reverse curve concave easterly having a radius of 60.00 feet, a radial line through the beginning of said reverse curve bears South 89°38'20" West; thence northerly along said reverse curve 7.68 feet through a central ankle of 7°20'09"; thence North 07°41'50" West, 2.78 feet to the northerly line of said Lot 10. Excepting therefrom the westerly 10.00 feet of said Lot 10. Containing 3,870 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-ofWay and Easements of record, i f any. Prepared by me, or under my direction on November 28, 2011. L A C S.I?P rcgc . Sebourn, PLS 8.95 a (D o ?r PLS 8395 pc- Page I of I ,SHARFD'2010142 SantaAnaSwrcyingAMapping,(K)4 Grnul ;lvenuc Widcning'Lrgal D?wcripticri APN 3?)R-{i6-Ir,.?nc ( ) - PER RS2009-1093, R.S.8.230/17-20, O.R. I - - SECOND STREET _ ?N89'40'43"W NW'LY CORNER LOT 9 T BLOCK C, M.R. 13/45 35.00' - " -60.08'- - -- cy 1 00 1 45.00' Q o &In Po T 'n I ,., w ? I I I T co Z) z Z ? Q Q LLJ Q } ZW Q:m ?O u- 11-4 LLJ Z 00 N P, 0 M W N Ln N z 1 1 101-.4 I-- OfI I L J %6j9.7§'- 35.00' SYVLY CORNER LOT 10 BLOCK C M.R. 13/45 P.O.C. co °i NW'LY CORNER LOT 10 BLOCK C M.R. 13/45 NWLY CORNER LOT 11 BLOCK C, M.R. 13/45 V QO. &,C- ??D S89'38'20"W EAST UNE a ,-- - PRC ---- LOT 11, BLOCK C _ o M.R. 13/45 51 I 'T 1 01 L 0 T 1 1 1 ? ; oIn a Q0 O o T r T I M i M ? ? P T O B 94 82 . L118 . ? . . . . , . L112 ? - L119 110 (N89'35' 16"W) FIRST STREET i N. T. S. LIN E TABLE LINE _ _ LENGTH BEARING L110 125.50 9'35'16" L111 33,00 N " L112 80.50 N 89.35'16"W L113 124.67 N " L114 22,24 S 9'3 '0 "E L115 2.78 7'41' " L116 38.01 S00'3 '07" L117 35.04 545'05'42"E L118 30.68 S89'35 'WE L119 10.00 S00'32'52"W CURVE TABLE CURVE LENGTH RADIUS Delta C100 7.68 60.00 7*0'09" C101 41.73 9933.00 0'14'27 SE'LY CORNER LOT 11, BLOCK C M.R. 13/45 PARCEL "A" 3,870 SQ FT EXHIBIT B SANTA ¦? A.P. NO. 398-456-16 `W=, SKETCH TO ACCOMPANY „w,,,a,,,,n, LEGAL DESCRIPTION ATTACHMENT "3" When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-OK A. P. NUMBER 398-456-16 R/W MAP NUMBER T rNER 107 N. Grand Avenue Santa Ana, CA DEED NUMBER TEMPORARY CONSTRUCTION EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, A temporary construction easement over that real property in the City of Santa Ana, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B", which exhibits are attached hereto and by reference made a part hereof. Said temporary right shall be for a period of six (6) months and shall be effective upon the City of Santa Ana, or its agent, providing a prior 48-hour written notice to . Said temporary easement shall terminate upon completion of construction (known as the Grand Avenue Widening Project). IN WITNESS HEREOF, the grantor hereto has caused this Temporary Construction Easement Deed to be executed as of this day of 2012. Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated 1L L?y 17 By: t L Its: L--" L I b.?. ° i?i`z L? t EXHIBIT A LEGA1. DESCRIPTION (APN 398-456-16 -Temporary Construction Easement) PARCEL `-B" A strip of land, 10.00 feet in width, over those portions of Lots 10 and I 1 of Block C, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange. State of California, per map filed in Book 13, Page 45 of Miscellaneous Records of Los Angeles County, California; the westerly line of said 10.00 foot strip is described as follows: Commencing at the intersection of the centerline of First Street with the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, filed in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder; thence, easterly along said centerline of First Street, South 89°35'16" East, 125.50 feet to the southerly extension of the east line of said Lot 11; thence, northerly along said extension of said east line, North 00°:32'52" East, 43.02 feet to the True Point of Beginning; thence, parallel with the centerline of said First Street North 89°35'16" West, 30.68 feet, more or less to a point that is 43.00 feet northerly of said First Street and 94.82 feet easterly of said survey line; thence North 45°05'42" West, 35.04 feet to a point that is 67.56 feet northerly of said First Street and 69.76 feet easterly of said survey line; thence North 00°36'07" West. 38.01 feet to a curve concave westerly, having a radius of 9,933.00 feet; thence, northerly along said curve 41.73 feet, through a central angle of 0°14'27" to the beginning of a reverse curve concave easterly having a radius of 60.00 feet, a radial line through the beginning of said reverse curve bears South 89°38'20" West; thence northerly along said reverse curve 7.68 feet through a central angle of 7°20'09"; thence North 07°41'50" West. 2.78 feet to the northerly tine of said Lot 10. The most northerly and easterly lines of said strip to be lengthened or shortened so as to terminate northerly at the northerly line of said Lot 10 and easterly at the easterly line of said Lot 11. Containing 1,477 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me, or under my direction on November 28, 2011. LA1 (-) S "P, - - G ego ftAehourn, PLS ? 395 8395?1* Page i of I C A .St111tF,11`tU)UI-i? SuntuAnatiur?cping&4lapping'000_(inind -\%cnuc WidenlnvA.cL-ul lkscrilition, AM :48-45t-P, ( on,t Esnu.doc ( ) - PER RS2009-1093, R.S.B.236/17-20, O.R. SECOND STREET ( 89'40-43"W NW'LY ?ORNER LOT 9 -,n BLOCK,C, M.R. 13/45 y 04 35.00' N G QO 45.00' 1 00 Q &, C? 0 ut \tx $a w) T w T Lv =) w l .- cc M U D Z z c" NW'LY CORNER j< J N Llto - 9 I 1 LOT 10 BLOCK C I ^ 10'-•-a ,Q u'l M.R. 13/45 NVfLY CORNER LOT 11 -C1, . L114 J BLOCK C, M.R. 13/45 Q r , 589_38'20"W EAST UNE CD v I g - - PRC LOT 11, BLOCK C } J v LOT 11 M.R. 13/45 1 I z w I • m to Q U) I L 0 T 1-0 in 00 MI L o T rnw I '` o I v? 9.76' - ? ? M 948 ' L118 T.P.O.B. i N.T.S. LINE TABLE LINE LENGTH BEARING L110 125.50 8 3 '1 « L111 33.00 " L112 80.50 N 5'16"W L113 124.67 N " L114 22.24 893 '00" L115 2.78 07'41' " L116 38.01 SO 6'07"E L117 35.04 S45'05'4 "E L118 30.68 9'35'16"E L119 10.00 SO 'S "W CURVE TABLE CURVE LENGTH RADIUS Delta C100 7.68 60.00 7'20'09" C101 41.73 9933.00 0'14'27" 35.00 2 L112 ° L119 WLY CORNER y LOT 10 Lo ! SE`LY CORNER BLOCK C r-? g g l LOT 11, BLOCK C M.R. 13/45 _ L110 M.R. 13/45 J (N89-35'1 6-W) PARCEL "B" P.O.C. FIRST STREET 1, 477 SQ FT EXHIBIT B SMTA MA A.P. NO. 398-456-16 PWA TEMPORARY CONSTRUCTION EASEMENT SKETCH TO ACCOMPANY LEGAL DESCRIPTION ATTACHMENT "4" EXHIBIT A LEGAL DESCRIPTION (APN 398-456-01) PARCEL "A" That portion of Lot 9 of Block C, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange, State of California, per map filed in Book 13. Page 45 of Miscellaneous Records of Los Angeles County, California, lying southeasterly and easterly of the following described line: Commencing at the intersection of the centerline of Second Street with the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, tiled in Book 236, Pages 17 through 20, inclusive, Records of Survey, in the Office of the Orange County Recorder; thence, easterly along said centerline of Second Street, South 89°40'43" East, 74.91 feet; thence, southerly and perpendicular to said centerline, South 00°l9'l7" West, 25.00 feet to the northerly line of said Lot 9 and the True Point of Beginning, thence, South 41 °4439" West, 22.67 feet to a point that is 42.00 feet southerly of the centerline of said First Street and 60.08 feet easterly of said survey line, said point also being on a non-tangent curve concave easterly, a radial line through said point bears North 89'40'48" West, said non-tangent curve having a radius of 9,940.00 feet; thence. southerly along said curve 58.54 feet, through a central angle of 00°2015" to the beginning of a compound curve concave easterly, a line through the beginning of said compound curve bears South 89°58'57" West, said compound curve having a radius of 40.00 feet; thence. southerly along said curve 5.36 feet, through a central angle of 07'40'47; thence. South 7°41'50" East, 44.24 feet to the southerly line of said Lot 9. Containing 2,231 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof: Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of=Way and Easements ol'record, ifany. Prepared by me, or under my direction on May 4, 2011. G gory ebourn, .S 839 - Page 1 of I Q; - °- i *1 PLS 8395 1 *1 S SIIARVI) 201014' S;nttaAnaSurvcyingfi M:q?ping'•004 (hand A%enue Widming legal Desailnion APN 3984%-01 _la$AIUC ( ) PER RS2009-1093, R.S.8.236/17-20. O.R. I SECOND STREET L200 r N89'40'43'N P.O.C. WILY CORNER LOT 9 L206- S N BLOCK C. M.P. 13/5 - INT. P . 0. B . N . T . 5 . 35.00' ---60.08' 45.00' -- r C _ LAJ W I ? I n U = ) ? 0 Z W N Z S89-58'57"W PCC_ z > -I I k N W Q ,Q Li H m } D J Zw <:2 ?o ?LL. N 10?i1 GF~ r` r M < W N I r N89-40-48"W RAID N to 0 co '01 0) I? `I C7 c 40 •? c" m IM1 M a J W U 0= a COMMON CORNER L LOTS 8. 9, 10. 11 BLOCK C. M.R. 13/45 M L204 W I WILY LOT CORNER > 10 v I BLOCK C ry + I M.R. 13/45 ? I( I ; Ln to ' C) ° Ln I ! I co I C? ---69.76- - ---- a) I 00 M I cn M 10' I - ---- - 94.82'-f --- o I r` p") LINE TABLE _ LINE LENGTH BEARING L200 74.91 S89.40'43"E L201 25.00 S0011 9'17"W L202 22.67 S41 *44'39"W L203 44.24 507'41'50"E L204 22.24 N89'3 '00"W L205 124.66 N 0'32'5 "E L206 30.01 S 89'40'43"E CURVE TABLE CURVE LENGTH RADIUS Delta C200 58.54 9940.00 0'20'15" C201 5.36 40.00 7'40'47" G O? fV S cC> d- --?--- - --? - PARCEL "A" (N89.35' 16"W) 2,231 SQ FT FIRST STREET EXHIBIT B f; ?;"¦AA.P. NO. 398-456-01 `PWA , SKETCH TO ACCOMPANY P= ?Omf LEGAL DESCRIPTION ATTACHMENT "5" 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.