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HomeMy WebLinkAbout25C - AGMT - SETTLEMENTS FOR GRAND AVE WIDENINGREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 1, 2012 TITLE: SETTLEMENT AGREEMENTS FOR GRAND AVENUE WIDENING (PROJECT NO. 081732 NONGENERAL FUND) APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to execute the attached settlement agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney: • Roberto Comparan dba Comparan Produce, tenant of the property located at 204 North Grand Avenue (APNs 398-453-05 & 06) in the amount of $22,510. • Alfred Laguna dba Continental Barber, tenant of the property located at 208 North Grand Avenue (APNs 398-453-05 & 06) in the amount of $16,730. • K & K Investments LP, tenant of the property located at 218 North Grand Avenue (APNs 398-453-05 & 06) in the amount of $29,815. • Raymundo Pena dba Imagen Beauty, tenant of the property located at 1221 East First Street, Unit D (APNs 398-454-12 & 13) in the amount of $17,415. • Joan McVay, Lance McVay, Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, for the purchase of the property located at 1225 East Fourth Street (APN 398-385-04) in the amount of $300,000. 2. Authorize the City Manager and Clerk of the Council to execute the attached loss of rent agreement with Gallegos Brothers LLC, subject to nonsubstantive changes approved by the City Manager and City Attorney. 25C-1 Settlement Agreements for Grand Avenue Widening October 1, 2012 Page 2 DISCUSSION Grand Avenue is a major north-south transportation facility, which is designated as a major arterial highway and carries in excess of 35,000 vehicles per day. The widening of Grand Avenue between First and Seventeenth Streets has been a long-term priority project that will be constructed in several phases. Improvements include the widening of the street from two to three lanes in each direction; raised landscape medians; curb, gutter, and sidewalk construction; and bike lanes. The Public Works Agency is acquiring property for Phase I between First and Fourth Streets, and expects to complete the acquisition process by June 2013 and start construction in the summer of 2013. The Uniform Relocation Act obligates the City to relocate tenants of the properties acquired for the widening of Grand Avenue, and sets standards for benefit amounts (Exhibit 1). The tenants at 204, 208, 218 North Grand Avenue and at 1221 East First Street Unit D have agreed to the settlement amounts above. These settlement agreements are for all rights, title, and interest, including fixtures and equipment. Additionally, the project necessitates the full acquisition of 1225 East Fourth Street for a settlement amount of $300,000. The compensation amounts for these properties are the appraised values prepared by an appraiser licensed by the State of California. The project also necessitates the full acquisition of 202 North Grand Avenue. Negotiations for the acquisition are ongoing. However, several tenants, including those listed above at 204, 208, and 218 North Grand Avenue, have begun to receive relocation benefits and to move. The loss of rent agreement between the City and the property owner ensures that when tenants move, the City will compensate the property owner for the amount of rent and, in turn, these units will not be rented, forcing the City to pay for additional relocation benefits. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared FEIR (SCH No. 1998051068) approved by City Council in 2002. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. 1 25C-2 Settlement Agreements for Grand Avenue Widening October 1, 2012 Page 3 FISCAL IMPACT Funds are appropriated in the Regional Surface Transportation Program (accounting unit 05917660-66220) and Transportation System Improvement Area Fund (accounting unit 99117950-66220). APPROVED AS TO FUNDS AND ACCOUNTS: r Raul Godinez II Executive Director Public Works Agency RG/JG Exhibits: 1. Location Map 2. Agreements ?c?cc?r LA t _. Francisco Gutierrez Executive Director Finance & Management Services Agency 25C-3 25C-4 N 19 ? (NTS) "--j _J 1 m 1 I ?, m_ j ? 1 Q 1? 1 j M 1 M I M 1 m l a? I m l 1 co 1 m 1 "' i m i m! m! m i m i j? l m l? l n l? l m l j M I M I M l ?" I M I M m l m l m l m l m l m l 1_ I M I M I °? I M I M LEGEND: SUBJECT PRCFERTti Ill D z w Q z V m i m ? m j m j m i m j m j m i I m l m I m l m l °m ! m i m! 1 r' 1 1 1 M j M j M 1 M 1 M 1 j I m l m l m l m l m l m I m l 1 M I M I M I M I M I rmi 1 rmi I? 1 1 1 r? 1 I N I ?0 1 m 1 `" 1 1 "" 1 1 1 1 1 x 1 1 °m l m l m l m ! 1 1 1 I M I M I M 1 1 m I m l m l m l m l m 1 O M I M 1 fm'1 I M I M 1 THIRD STREET m m i m m i m i m K i m ; m i m? m m i ?,? M I M I M I M I T I PI _R i- m 1 I m l m 1 m°'1 1 f 1- i m i i 1 s 1 m ! m!?! m! i 1 v 1 I c l c l SECOND STREET m? m? m? m? m? e! m? m? e i i `• i i i P i i P i i i ! 1 v 1 1 v 1 m - m m ` _ j M M ,.J FIRST STREET EXHIBIT 1 SANTA ANA PWA PUBLIC WORKS AGENCY CITY COUNCIL AGENDA DATE: OCT. 1, 2012 TITLE: SETTLEMENT AGREEMENTS FOR GRAND AVENUE WIDENING (PROJECT NO.: 081732 NON-GENERAL FUND) 08-1732 RFCA Exhibit 1 (398-454-12 & 13) 2012-09-17.dgn 9/2724 91236:34 FOURTH STREET 25C-6 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening Project APN: 398-453-05 & 06 Tenant-Scller: Roberto Comparan dba Comparan Produce AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ("Agreement") is entered into as of this day of 2012, 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 ("Buyer"), and ROBERTO COMPARAN DBA COMPARAN PRODUCE ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 204 N. Grand Avenue Santa Ana, California ("Premises") which Premises are part of that real property described in Attachment "1" attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant-Seller ("Tenancy Interest") in and to the Premises and the Property. The Improvements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Attachment "2". 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of: Twenty Two Thousand Five Hundred and Ten Dollars and no/100 dollars ($22,510.00) ("Purchase Price") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Attachment "3" in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant-Seller vacated the property on December 31, 2012. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all said 1 25C-7 Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 2 25C-8 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. 25C-9 Tenant-Seller: . C. 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. "Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or 4 25C-10 instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-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 Premises. The term "hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. S6901, et seq. (42 U.S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant- Seller's knowledge, the Premises and its use 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. 5 25C-11 23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 Premises. 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 acts or omissions of Tenant-Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 25C612 Mailing Address of Tenant-Seller 204 N. Grand Avenue Santa Ana, California 92701 Tenant-Seller Its: Date: Buyer Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: 7 25C-13 ATTACHMENT "1" LEGAL DESCRIPTION OF PROPERTY A-1 25C-14 ti LEGAL DESCRIPTION Real Property In the City of Santa Ana, County of Orange? State of Ca follows: lifornia, descrJbed as y LOTS 11 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT" NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 34, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA, APN: 398-453-05 and 398-453-06 25C-15 ATTACHMENT 662" IMPROVEMENTS PERTAINING TO THE REALTY 25C-16 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE NORTHWEST STORAGE AREA 1 1 MUSIC SYSTEM, PIONEER, TUNER, AMP RX 1191, A/F 5842 $350 $50 DBL CASSETTE DECK, EXTERNAL SPEAKERS, LOOKS LIKE 3 UNITS BUT IS ALL 1 UNIT 2 1 LOT, C/O: A/F 240 50 (1) CLOCK RADIO, GE, CASSETTE DECK (1) TOASTER OVEN, EURO-PRO (1) MICROWAVE, TOSHIBA (1) STEP LADDER, FIBERGLASS, 6- (4) MISC. PLASTIC CONTAINERS (2) WIRE MESH FOOD SHELVES, 69" (1) CHAIR, FOLDING, METAL (1) FIRE EXTINQUISHER, 2.5 LB (1) BOOKCASE, WOOD, PAINTED, SHOP MADE, 28" X 65" H RESTROOM 3 1 LOT, C/O: F 75 0 (1) OVAL MIRROR, 16" H (1) OVAL MIRROR, 25" H (1) PAPER TOWEL DISPENSER, SERVCO 2000, PLASTIC, MANUAL (1) TRASH CAN, FLIP COVER, PLASTIC HALLWAY 4 1 LOT, C/O: A 5843 120 10 (1) MOBILE CUTTING BOARD, WIRE RACK SHELVING, 30" X 14" (2) TRASH CAN, PLASTIC (2) MOP AND CADDY (2) BROOM AND DUST PAN (1) GARDEN HOSE AND NOZZLE RETAIL AREA 5 1 FOOD DISPLAY CABINET, 4 BIN, PLASTIC TOP, P 5844 125 20 LAMINATE WOOD CONSTRUCTION, 6'WX3'HX21"D 6 1 DESK, METAL, LAMINATE TOP, DOUBLE F 5846 150 20 PEDESTAL, 5 DRAWER, LOCKING, 62" X 32" 7 1 CASH REGISTER, SHARP, XE-A102, SINGLE A 100 10 CASH DRAWER, LOCKING Hjelmstrom Associates Page Al 25C-17 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT COMPARAN PRODUCE MARKET FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE LOT, C/O: A/F (1) CHAIR, DESK, HIGH BACK, ARMS, LEATHERETTE,CASTERS (1) FAN, HOLMES, 8" DIAMETER (1) CLOCK, ELECTRIC, 12" DIAMETER (1) TRASH CAN, PLASTIC (1) HAND TRUCK, MEDIUM DUTY, 58" H (1) PAPER TOWEL DISPENSER, SERVCO 2000, PLASTIC, MANUAL (1) SOAP DISPENSER (1) SHELVING, METAL, BOLT ASSEMBLY, 5 TIER, 77" W X 75" H X 21 " D (3) STOOLS, 25" H (1) DISPLAY RACK, CANDY, METAL TUBE CONSTRUCTION, 7 TIER, CASTERS, 31" WX 52" H X 17 D (1) DISPLAY RACK, CHIPS, METAL TUBE CONSTRUCTION, 5 TIER, CASTERS, 17" W X 52" H X 17" D (25) BEVERAGE CRATES, 8- 2 LITER BOTTLE CAPACITY, PLASTIC (31) MISC. PRODUCE/BEVERAGE BINS, PLASTIC (1) TRASH CAN, PLASTIC, DOME TOP (1) FAN, TATUNG, 12" DIAMETER (1) TV, CRT, RCA, 9", DOLBY ANALOG ANTENNA (1) FAN, PATTON, HIGH VELOCITY, 18" DIAMETER, CEILING MOUNTED (1) MAGAZINE RACK, WOOD, PAINTED, 3 TIER, 48" W X 64" H X 15" D (1) CLOCK, WALL, 12" DIAMETER (1) PHONE, SONY (1) POTTED PLANT, 1/2 GALLON (1) CANDY DISPLAY, PLEXIGLASS, 2 TIER, 12" W X 12" H X 12" D (1) LED "OPEN" SIGN (4) FRAMED WALL POSTERS (35) UNFRAMED POSTERS 5849 5850 1,165 150 9 1 SCALE, TORREY, MFQ-40L, CLASS III, 40 LB A/G 5851 130 50 CAPACITY, STAINLESS STEEL TRAY 10 1 FREEZER, CHEST TYPE, GE, TOP OPENING, F 175 30 29"WX33"HX21"D 11 1 REGISTER COUNTER, WOOD, NATURAL A 5853 425 75 FINISH, L-SHAPE, 3 GLASS DISPLAY CABINETS, 33" X 51" X 38" H, RETURN WITH END PANEL, 47'X15" Hjelmstrom Associates Page A2 25C-18 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JU NE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE 12 1 ICE CREAM FREEZER, TURBO AIR, 2 GLASS TOP F 250 30 DOORS, 45" X 34" X 27" (TUCKED UNDER REGISTER COUNTER RETURN) 13 1 CASH REGISTER, SHARP, XE-A203, SINGLE CASH G 5851 350 100 DRAWER, LOCKING 14 1 PRODUCE DISPLAY ISLAND, DRY SHELVING, F 5856 500 0 STAINLESS STEEL TRAY LINING, NON- REFRIGERATED, WITH HOBART SCALE, HANGING, 30 LB CAPACITY, 12'X 6'X 2.5'H (MAY REQUIRE DISASSEMBLY) 15 1 PRODUCE DISPLAY SHELF, DRY SHELVING, F 5860 350 0 KYSOR, WARREN SHERER, SLANT SHELF, WIRE FRAME SHELVING, MIRROR BACK, NO WATER OR REFRIGERATION HOOK-UP, 12' X 4'X 6' H (MIRROR CRACKED; MAY REQUIRE DISASSEMBLY) EXTERIOR 16 10 POTTED PLANTS, PLASTIC CONTAINERS, 1 TO 2 A 150 50 GALLON TOTAL FURNITURE, FIXTURES & EQUIPMENT $4,655 $645 Hjelmstrom Associates Page A3 25C-19 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE QTY COND PIC # MARKET NO. IMPROVEMENTS PERTAINING TO THE REALITY VALUE VALUE NORTHWEST STORAGE AREA 1 14 LINEAR FEET SHELVING, WOOD, PAINTED, P 5823 $200 $0 SHOP MADE, 4 TIER, 66" H 2 16 LINEAR FEET SHELVING, WOOD, PAINTED, F 5824 400 0 SHOP MADE, 23" X 17" CUBBIES, 2 TIER BOTTOM SHELF, 6'H 3 924 SQUARE FEET FLOORING, LINOLEUM, P 5825 650 0 12" X 12" TILE 4 1 SECURITY SCREEN DOOR, 1/2" WROUGHT A 5826 250 25 IRON CONSTRUCTION WITH PERFORATED SHEET METAL SCREEN, 40" X 80" H RETAIL AREA 5 1 WALK-IN COOLER, 8'X 10.5', METAL CLAD A 5827 11,900 1,000 SANDWICH INSULATION PANELS, ROOF MOUNTED CONDENSER/COMPRESSOR, (1) DOUBLE FAN COOLING FOIL, PLASTIC CURTAIN, 43"X 84" H, 6" CERAMIC TILE FLOORING, (4) SLANTED BEVERAGE RACKS, 28" W X 24" D X 80" H, 5 TIER, (4) REACH-IN GLASS DOORS, ANTHONY, 27" X 75" H 6 43 SQUARE FEET PEDBOARD DISPLAY P 5828 80 0 7 1 LOT, C/O BUILTY-IN SHELVING: F 5829- 1,355 0 (17) LINEAR FEET LOWER SHELVING, WOOD, 5832 PAINTED, SHOP MADE, 4 TIER, 44"HX12"D (30) LINEAR FEET, UPPER SHELVING, WOOD, PAINTED, SHOP MADE, 12" D (1) WALL SHELF, WOOD, NATURAL FINISH, 5 TIER, TX 4'X 9" D (1) WALL SHELF, WOOD, PAINTED, SHOP MADE, 4 TIER, 36" X 26" (1) WALL DISPLAY RACK, WOOD, NATURAL FINISH, SLOTS, 20" X 69" (1) WALL SHELF, WOOD, NATURAL FINISH, 4 TIER, 24" X 24" X 4" D (35) LINEAR FEET WALL SHELVING, OPEN, WOOD, PAINTED, SHOP MADE, 11" D (15) LINEAR FEET, WOOD, PAINTED, SHOP MADE, 3 TIER, 38" H X 12" D (1) WALL SHELVING, WOOD/PEGBOARD, 5 TIER, 27" X 82" HJELMSTROM ASSOCIATES Page A4 25C-20 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVE NUE STREET WIDENING PROJECT DATE OF VALUE: JU NE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 8 1 DOOR CHIME, MOTION SENSOR ACTIVATED A 35 0 9 1 LOT, C/O SECURITY BARS: A/F 5833 1,525 0 (1) WINDOW SECURITY BARS, METAL ACCORDIAN, SLIDING, 11'6" W X S H (1) DOOR SECURITY BARS, ACCORDIAN, METAL, SLIDING, 44" W X 102" H 10 19 LINEAR FEET, FENCING, SQUARE TUBE A 5834 500 0 WROUGHT IRON, 41" H 11 1 SIGNAGE, C/O HAND PAINTED: G 5835 150 0 (21) 11" HIGH LETTERS (25) 7" HIGH LETTERS (5) 13" HIGH CATUS PETALS 12 1 UTILITY SINK, PLASTIC, SINGLE FAUCET, A/F 5840 300 0 19" X 21" X 12" BASIN, INSTALLED 13 1 WATER HEATER, RELIANCE, MODEL 501, A 5841 510 0 GAS, 40 GALLON CAPACITY TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $17,855 $1,025 HJELMSTROM ASSOCIATES Page A5 25C-21 ATTACHMENT "3" QUITCLAIM DEED (See Attached) 25C-22 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 pace above this line or Recorders use QUITCLAIM DEED County Assessor's Parcel Number: 398-453-05 & 06 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Comparan Produce do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this day of 2012. By: Date: 25C-23 EXHIBIT "I" (to Quitclaim Deed) LEGAL DESCRIPTION 25C-24 EXHIBIT "A" • s LEGAL DESCRIPTION Real Property in the City of follows; Santa Ana, County of Orange, State of California, described as l LOTS 1, 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT. N0. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-453-05 and 398-453-06 25C-25 EXHIBIT "2" (to Quitclaim Deed) DESCRIPTION OF CONVEYED IMPROVEMENTS 25C-26 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE NORTHWEST STORAGE AREA 1 1 MUSIC SYSTEM, PIONEER, TUNER, AMP RX 1191, A/F 5842 $350 $50 DBL CASSETTE DECK, EXTERNAL SPEAKERS, LOOKS LIKE 3 UNITS BUT IS ALL 1 UNIT 2 1 LOT, C/O: A/F 240 50 (1) CLOCK RADIO, GE, CASSETTE DECK (1) TOASTER OVEN, EURO-PRO (1) MICROWAVE, TOSHIBA (1) STEP LADDER, FIBERGLASS, 6- (4) MISC. PLASTIC CONTAINERS (2) WIRE MESH FOOD SHELVES, 69" (1) CHAIR, FOLDING, METAL (1) FIRE EXTINQUISHER, 2.5 LB (1) BOOKCASE, WOOD, PAINTED, SHOP MADE, 28" X 65" H RESTROOM 3 1 LOT, C/O: F 75 0 (1) OVAL MIRROR, 16" H (1) OVAL MIRROR, 25" H (1) PAPER TOWEL DISPENSER, SERVCO 2000, PLASTIC, MANUAL (1) TRASH CAN, FLIP COVER, PLASTIC HALLWAY 4 1 LOT, C/O: A 5843 120 10 (1) MOBILE CUTTING BOARD, WIRE RACK SHELVING, 30" X 14" (2) TRASH CAN, PLASTIC (2) MOP AND CADDY (2) BROOM AND DUST PAN (1) GARDEN HOSE AND NOZZLE RETAIL AREA 5 1 FOOD DISPLAY CABINET, 4 BIN, PLASTIC TOP, P 5844 125 20 LAMINATE WOOD CONSTRUCTION, 6'WXSHX21"D 6 1 DESK, METAL, LAMINATE TOP, DOUBLE F 5846 150 20 PEDESTAL, 5 DRAWER, LOCKING, 62" X 32" 7 1 CASH REGISTER, SHARP, XE-A102, SINGLE A 100 10 CASH DRAWER, LOCKING Hjelmstrom Associates Page Al 25C-27 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT COMPARAN PRODUCE MARKET FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE LOT, C/O: A/F (1) CHAIR, DESK, HIGH BACK, ARMS, LEATHERETTE,CASTERS (1) FAN, HOLMES, 8" DIAMETER (1) CLOCK, ELECTRIC, 12" DIAMETER (1) TRASH CAN, PLASTIC (1) HAND TRUCK, MEDIUM DUTY, 58" H (1) PAPER TOWEL DISPENSER, SERVCO 2000, PLASTIC, MANUAL (1) SOAP DISPENSER (1) SHELVING, METAL, BOLT ASSEMBLY, 5 TIER, 77" W X 75" H X 21" D (3) STOOLS, 25" H (1) DISPLAY RACK, CANDY, METAL TUBE CONSTRUCTION, 7 TIER, CASTERS, 31" WX 52" H X 17" D (1) DISPLAY RACK, CHIPS, METAL TUBE CONSTRUCTION, 5 TIER, CASTERS, 17" W X 52" H X 17" D (25) BEVERAGE CRATES, 8- 2 LITER BOTTLE CAPACITY, PLASTIC (31) MISC. PRODUCE/BEVERAGE BINS, PLASTIC (1) TRASH CAN, PLASTIC, DOME TOP (1) FAN, TATUNG, 12" DIAMETER (1) TV, CRT, RCA, 9", DOLBY ANALOG ANTENNA (1) FAN, PATTON, HIGH VELOCITY, 18" DIAMETER, CEILING MOUNTED (1) MAGAZINE RACK, WOOD, PAINTED, 3 TIER, 48" W X 64" H X 15" D (1) CLOCK, WALL, 12" DIAMETER (1) PHONE, SONY (1) POTTED PLANT, 1/2 GALLON (1) CANDY DISPLAY, PLEXIGLASS, 2 TIER, 12" W X 12" H X 12" D (1) LED "OPEN" SIGN (4) FRAMED WALL POSTERS (35) UNFRAMED POSTERS 5849 5850 1,165 150 9 1 SCALE, TORREY, MFQ-40L, CLASS III, 40 LB A/G 5851 130 50 CAPACITY, STAINLESS STEEL TRAY 10 1 FREEZER, CHEST TYPE, GE, TOP OPENING, F 175 30 29" W X 33" H X 21 " D 11 1 REGISTER COUNTER, WOOD, NATURAL A 5853 425 75 FINISH, L-SHAPE, 3 GLASS DISPLAY CABINETS, 33" X 51"X 38" H, RETURN WITH END PANEL, 47" X 15" Hjelmstrom Associates Page A2 25C-28 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE 12 1 ICE CREAM FREEZER, TURBO AIR, 2 GLASS TOP F 250 30 DOORS, 45" X 34" X 27" (TUCKED UNDER REGISTER COUNTER RETURN) 13 1 CASH REGISTER, SHARP, XE-A203, SINGLE CASH G 5851 350 100 DRAWER, LOCKING 14 1 PRODUCE DISPLAY ISLAND, DRY SHELVING, F 5856 500 0 STAINLESS STEEL TRAY LINING, NON- REFRIGERATED, WITH HOBART SCALE, HANGING, 30 LB CAPACITY, 12'X 6'X 2.5' H (MAY REQUIRE DISASSEMBLY) 15 1 PRODUCE DISPLAY SHELF, DRY SHELVING, F 5860 350 0 KYSOR, WARREN SHERER, SLANT SHELF, WIRE FRAME SHELVING, MIRROR BACK, NO WATER OR REFRIGERATION HOOK-UP, 12' X 4'X 6'H (MIRROR CRACKED; MAY REQUIRE DISASSEMBLY) EXTERIOR 16 10 POTTED PLANTS, PLASTIC CONTAINERS, 1 T02 A 150 50 GALLON TOTAL FURNITURE, FIXTURES & EQUIPMENT $4,655 $645 Hjelmstrom Associates Page A3 25C-29 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: QTY COND PIC # FAIR SALVAGE MARKET IMPROVEMENTS PERTAINING TO THE REALITY NO. VALUE VALUE NORTHWEST STORAGE AREA 1 14 LINEAR FEET SHELVING, WOOD, PAINTED, P 5823 $200 $0 SHOP MADE, 4 TIER, 66" H 2 16 LINEAR FEET SHELVING, WOOD, PAINTED, F 5824 400 0 SHOP MADE, 23" X 17" CUBBIES, 2 TIER BOTTOM SHELF, 6'H 3 924 SQUARE FEET FLOORING, LINOLEUM, P 5825 650 0 12" X 12" TILE 4 1 SECURITY SCREEN DOOR, 1/2" WROUGHT A 5826 250 25 IRON CONSTRUCTION WITH PERFORATED SHEET METAL SCREEN, 40" X 80" H RETAIL AREA 5 1 WALK-IN COOLER, 8'X 10.5', METAL CLAD A 5827 11,900 1,000 SANDWICH INSULATION PANELS, ROOF MOUNTED CONDENSER/COMPRESSOR, (1) DOUBLE FAN COOLING FOIL, PLASTIC CURTAIN, 43" X 84" H, 6" CERAMIC TILE FLOORING, (4) SLANTED BEVERAGE RACKS, 28" W X 24" D X 80" H, 5 TIER, (4) REACH-IN GLASS DOORS, ANTHONY, 27" X 75" H 6 43 SQUARE FEET PEDBOARD DISPLAY P 5828 80 0 7 1 LOT, C/O BUILTY-IN SHELVING: F 5829- 1,355 0 (17) LINEAR FEET LOWER SHELVING, WOOD, 5832 PAINTED, SHOP MADE, 4 TIER, 44"HX12"D (30) LINEAR FEET, UPPER SHELVING, WOOD, PAINTED, SHOP MADE, 12" D (1) WALL SHELF, WOOD, NATURAL FINISH, 5 TIER, TX 4'X 9" D (1) WALL SHELF, WOOD, PAINTED, SHOP MADE, 4 TIER, 36" X 26" (1) WALL DISPLAY RACK, WOOD, NATURAL FINISH, SLOTS, 20" X 69" (1) WALL SHELF, WOOD, NATURAL FINISH, 4 TIER, 24" X 24" X 4" D (35) LINEAR FEET WALL SHELVING, OPEN, WOOD, PAINTED, SHOP MADE, 11" D (15) LINEAR FEET, WOOD, PAINTED, SHOP MADE, 3 TIER, 38" H X 12" D (1) WALL SHELVING, WOOD/PEGBOARD, 5 TIER, 27" X 82" HJELMSTROM ASSOCIATES Page A4 25C-30 PUBLIC WORKS COMPARAN PRODUCE MARKET CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 8 1 DOOR CHIME, MOTION SENSOR ACTIVATED A 35 0 9 1 LOT, C/O SECURITY BARS: A/F 5833 1,525 0 (1) WINDOW SECURITY BARS, METAL ACCORDIAN, SLIDING, 11'6" W X 5'H (1) DOOR SECURITY BARS, ACCORDIAN, METAL, SLIDING, 44" W X 102" H 10 19 LINEAR FEET, FENCING, SQUARE TUBE A 5834 500 0 WROUGHT IRON, 41" H 11 1 SIGNAGE, C/O HAND PAINTED: G 5835 150 0 (21) 11" HIGH LETTERS (25) 7" HIGH LETTERS (5) 13" HIGH CATUS PETALS 12 1 UTILITY SINK, PLASTIC, SINGLE FAUCET, A/F 5840 300 0 19" X 21"X 12" BASIN, INSTALLED 13 1 WATER HEATER, RELIANCE, MODEL 501, A 5841 510 0 GAS, 40 GALLON CAPACITY TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $17,855 $1,025 HJELMSTROM ASSOCIATES Page A5 25C-31 25C-32 SELL AND SALVAGE Project: Grand Avenue Widening Project APN: 398-453-05 & 06 Tenant-Seller: Alfred Laguna dba Continental Barber AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY TH AGREEMENT ("Agreement") is entered into as of this qM day of 4t , 2012, by and between THE CITY OF SANTA ANA, a charter city and municipa corporation duly organized under the Constitution and laws of the State of California ("Buyer"), and ALFRED LAGUNA DBA CONTINENTAL BARBER ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Conveyed Improvements") located in, on, or affixed in any manner to the premises known and numbered as 208 N. Grand Avenue Santa Ana, California ("Premises") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant- Seller in and to the Premises and the Property ("Tenancy Interest"). The Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. Tenant-Seller may retain, salvage and remove from the Premises those improvements described in Exhibit C attached hereto ("Retained Improvements"). The Conveyed Improvements and the Retained Improvements are collectively referred to as the "Improvements." 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of. SIXTEEN THOUSAND SEVEN HUNDRED AND THIRTY and no/100 dollars ($16,730.00) ("Purchase Price") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B $16,735.00 Value of the Retained Improvements as shown on Exhibit C $20.00 Less the Salvage Value thereof $25.00 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $16,730.00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit D in favor of Buyer 17336.02100\7050998.2 25t-33 ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant Seller to vacate the property by December 31, 2012 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Conveyed Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all the Conveyed Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements, that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Conveyed Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Conveyed Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Conveyed Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 17336.02100\7050998.2 25b-34 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 12. CLOSING, PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Conveyed Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Conveyed Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Conveyed Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled and the loss of business goodwill, if any). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant- Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." 17336.02100\7050998.2 25t-35 Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. Tenant-Seller: 15. CONTINGENCY. This transaction is subject to and contingent upon (a) receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Conveyed Improvements; (b) title to the Conveyed Improvements being free and clear; and (c) approval and acceptance by Buyer. 16. REMOVAL OF RETAINED IMPROVEMENTS. Buyer and Tenant-Seller further agree that the Retained Improvements described in Exhibit C shall be removed from the Premises at no expense to Buyer on or before the date Tenant-Seller vacates the Premises. Such removal shall be accomplished without damage or waste to the Premises and shall not render the Premises unsafe. Any Retained Improvements remaining in or on the Premises following the vacation date shall be deemed abandoned and Buyer may dispose of same in any manner without any further obligation whatsoever to Tenant-Seller. 17. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Conveyed Improvements and the Tenancy Interest. 18. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 19. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 20. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 21. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Conveyed Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Conveyed Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its 17336.02100\7050998.2 2 C-3 6 obligations under any service contracts or other contracts affecting the Conveyed Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Conveyed Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant-Seller, the Premises, the Conveyed Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 22. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-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 Premises. The term "Hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. S6901, et seq. (42 U.S.C. 56901). 23. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant-Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations 17336.02100\7050998.2 A-5 25C-37 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. 24. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 Premises. 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 acts or omissions of Tenant-Seller herein. 25. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 26. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 27. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 28. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 17336.02100\7050998.2 2 66 -3 8 Mailing Address of Tenant-Seller Tenant-Seller By: Its: Date: Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Buyer THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: 17336.02100\7050998.2 25639 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 17336.02100\7050998.2 25t-40 EXHIBIT "A" LEGAL DESCRIPTION Real property In the City of Santa Ana, County of Orange, State of California, described as follows: y LOTS 1, 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-453-05 and 398-453-06 25C-41 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY 17336.02100\7050998.2 2 -b -42 ITEM EXHIBIT B FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY MARKET VALUE VALUE CONTINENTAL BARBERS 1 LOT, C/O INTERIOR CONSTRUCTION: $3,200 $0 (651) SQ FT INTERIOR WALL, WOOD FRAME, DOUBLE SIDED, DRYWALL, PAINTED (1) DOOR, CUT THROUGH CONCRETE, HOLLOW, RAW FINISH, 31" X 80" (1) UPPER CABINET INSTALLATION, KITCHEN PANTRY MOUNTED SIDEWAYS (40) EST. LINEAR FEET EXPOSED RIGID CONDUIT, 1/2" W/ 3 POWER STRIPS (SALON) (1) DOORWAY TRIM, WOOD, 8" (28) SQ FT WALL FILL, CONCRETE CUTOUT (1) SECURITY SCREEN DOOR, 36" (150) SQ FT WOOD PANELING 2 FLOOR COVERING, C/O: 1,200 0 (259) SQ FT CARPET, COMMERCIAL, LIGHT DUTY (372) SQ FT TILE, VINYL, 12" X 12" 3 CORNER WALL SHELVES, 36" TRIANGLE 120 0 4 FIXTURES AND ASSOCIATED ELECTRICAL C/O 400 0 (1) THROUGH WALL FAN, 20", ABOVE DOOR (2) LIGHT FIXTURES, DECORATIVE BALL 5 WINDOW COVERING, C/O: 100 0 (1) MINI BLINDS, 36" X 40" (1) MINI BLINDS, 84" X 84" 6 SIGNAGE, 6 HAND PAINTED LETTERS, 7" H, 100 0 WITH BORDER 7 INTERIOR CONSTRUCTION, LA ESTRELLITA: 2,705 0 (1) OFFICE ROOM, 18 LINEAR FEETX 8.5', INTERIOR WALL, DOUBLE SIDE DRYWALL, WOOD FRAME, 85 SQ FT CEILING (1) WINDOW, SINGLE PANE, 33" X 46" (1) SINGLE FLOURESCENT LIGHT FIXTURE (1) HOLLOW CORE DOOR 8 SQ FT FLOOR COVER, CARPET, COMMERCIAL, 680 0 LIGHT DUTY 25043 Page Al ITEM EXHIBIT B FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY MARKET VALUE VALUE 9 LIGHT FIXTURES, FLOURESCENT, 8', QUAD BULB 540 10 LINEAR FT (EST.) RIGID 5" CONDUIT, 4 QUAD 460 ELECTRICAL OUTLETS 11 SQ FT FLOOR COVER, VINYL TILE, 12" X 12" 925 (SALON) TOTAL IMPROVEMENTS PERTAINING TO THE FOR CONTINENTAL BARBERS $16,735 $0 25C-44 Page A2 EXHIBIT C RETAINED IMPROVEMENTS PERTAINING TO THE REALTY 17336.02100\7050998.2 C-1 25C-45 ITEM EXHIBIT C FAIR SALVAGE NO. RETAINED IMPORVEMENTS MARKET VALUE VALUE CONTINENTAL BARBERS LOT, C/O INTERIOR CONSTRUCTION: (651) SQ FT INTERIOR WALL, WOOD FRAME, DOUBLE SIDED, DRYWALL, PAINTED (1) DOOR, CUT THROUGH CONCRETE, HOLLOW, RAW FINISH, 31" X 80" (1) UPPER CABINET INSTALLATION, KITCHEN PANTRY MOUNTED SIDEWAYS (40) EST. LINEAR FEET EXPOSED RIGID CONDUIT, 1/2" W/ 3 POWER STRIPS (SALON) (1) DOORWAY TRIM, WOOD, 8" (28) SQ FT WALL FILL, CONCRETE CUTOUT (1) SECURITY SCREEN DOOR, 36" (150) SQ FT WOOD PA:;ELING 2 LOT, C/O LIGHTING AND ELECTRICAL: (4) FLOURESCENT LIGHT FIXTURES, 8', DOUBLE BULB (BARBER, WASH STATION) (4) FLOURESCENT LIGHT FIXTURES, 4', DOUBLE BULB (BARBER) 3 FLOOR COVERING, C/O: (259) SQ FT CARPET, COMMERCIAL, LIGHT DUTY (372) SQ FT TILE, VINYL, 12" X 12" 4 WATER HEATER, EST. 30 GALLON, GAS, NEW 5 CORNER WALL SHELVES, 36" TRIANGLE 6 FIXTURES AND ASSOCIATED ELECTRICAL C/O (1) THROUGH WALL FAN, 20", ABOVE DOOR (2) LIGHT FIXTURES, DECORATIVE BALL 7 LOT C/O WINDOW SECURITY BARS, 1" SQ TUBE, (1) SECURTIY SCREEN DOOR, DECORATIVE STEEL, AND MESH, INSTALLED 8 BARBER AND SALON CABINETRY, WOOD LAMINATE, 3 STATION INCLUDING: (3) CERAMIC SINKS WITH HOT/COLD FAUCET AND HAIR RINSE WANT, ASSOCIATED PLUMBING, 15'X T WALL MIRROR, ASSOCIATED ELECTRICAL (3) QUAD OUTLETS (2) VACUUMS, CABINET, FLUSH MOUNT, OPERABLE 9 SHAMPOO WASH STATION, 18" X 19" CERAMIC WALL SINK, HOT/COLD FAUCET, HAIR RINSE WAND, WITH (4) STD ELECTRICAL OUTLETS, 11 LINEAR FEET WALL SURROUND FACIA, LAMINATE, 4" DEEP, 11' X T WALL MIRROR $0 0 20 0 0 25046 Page Al ITEM EXHIBIT C FAIR SALVAGE NO. RETAINED IMPORVEMENTS MARKET VALUE VALUE 10 WINDOW COVERING, CIO: 0 (1) MINI BLINDS, 36" X 40" (1) MINI BLINDS, 84" X 84" 11 SIGNAGE, 6 HAND PAINTED LETTERS, 7" H, 0 WITH BORDER 12 INTERIOR CONSTRUCTION, LA ESTRELLITA: 0 (1) OFFICE ROOM, 18 LINEAR FEET X 8.5', INTERIOR WALL, DOUBLE SIDE DRYWALL, WOOD FRAME, 85 SQ FT CEILING (1) WINDOW, SINGLE PANE, 33" X 46" (1) SINGLE FLOURESCENT LIGHT FIXTURE (1) HOLLOW CORE DOOR 13 SQ FT FLOOR COVER, CARPET, COMMERCIAL, 0 LIGHT DUTY 14 LIGHT FIXTURES, FLOURESCENT, 8', QUAD BULB 0 15 LINEAR FT (EST.) RIGID 5" CONDUIT, 4 QUAD 0 ELECTRICAL OUTLETS 16 SQ FT FLOOR COVER, VINYL TILE, 12" X 12" 0 (SALON) 17 WALL FURNACE 0 TOTAL RETAINED IMPROVEMENTS FOR CONTINENTAL BARBERS $20 25047 Page A2 EXHIBIT D QUITCLAIM DEED 17336.02100\7050998.2 25C-48 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code §_11 922 pace QUITCLAIM DEED County Assessor's Parcel Number: 398-453-05 & 06 ` 11ti 614iid FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Continental Barber do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the use THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF WITNESS W ER OF, the grantor hereto has caused this Quitclaim Deed to be executed as of thisNi day of 2012. By: Date: 25C-49 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California ) SS County of Orange -w On j , i? i } + '.T-. ? , ,;t( 4 sL_ before me, ?, ?`;, "A .?_k , d t' -?Y= personally appearec) d ;?t?_ ,_- r? ' _, a t? .e - (t'; {,?_,, •r_ r who proved to me on the basis of satisfactory evidence to be the)person(s?-whose names(s) s/are subscribed to the within instrument and acknowledged to me that (If /she/they executed the same in ,phis/her/their authorized capacity(ies-), and that byLllrii/heetheir signature(s)-on the instrument the person('4, or the entity upon behalf of which the person(4acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. <'.4s ' I C_ f ',' ?c (SEAL) (Signature) ------------------ ------------ DANIELA BORBE ?A YNOT NOTARY PUBLIC-CALFORNIA ORANGE COUNTY MY COMM. EXP. JAN. State of California ) SS County of Orange On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 is true and correct. Witness my hand and official seal. (Signature) (SEAL) 25C-50 LEGAL DESCRIPTION Real Property In the City of Santa Ana, County of Orange, State of Callfornia, described as follows: r LOTS 1, 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT NO, 1, HUMPHREYS ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA, APN: 398-453-05 and 398-453-06 25C-51 ITEM EXHIBIT B FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY MARKET VALUE VALUE CONTINENTAL BARBERS LOT, C/O INTERIOR CONSTRUCTION: $3,200 $0 (651) SQ FT INTERIOR WALL, WOOD FRAME, DOUBLE SIDED, DRYWALL, PAINTED (1) DOOR, CUT THROUGH CONCRETE, HOLLOW, RAW FINISH, 31" X 80" (1) UPPER CABINET INSTALLATION, KITCHEN PANTRY MOUNTED SIDEWAYS (40) EST. LINEAR FEET EXPOSED RIGID CONDUIT, 1/2" W/ 3 POWER STRIPS (SALON) (1) DOORWAY TRIM, WOOD, 8" (28) SQ FT WALL FILL, CONCRETE CUTOUT (1) SECURITY SCREEN DOOR, 36" (150) SQ FT WOOD PANELING 2 FLOOR COVERING, C/O: 1,200 0 (259) SQ FT CARPET, COMMERCIAL, LIGHT DUTY (372) SQ FT TILE, VINYL, 12" X 12" 3 CORNER WALL SHELVES, 36" TRIANGLE 120 0 4 FIXTURES AND ASSOCIATED ELECTRICAL C/O 400 0 (1) THROUGH WALL FAN, 20", ABOVE DOOR (2) LIGHT FIXTURES, DECORATIVE BALL 5 WINDOW COVERING, C/O: 100 0 (1) MINI BLINDS, 36" X 40" (1) MINI BLINDS, 84" X 84" 6 SIGNAGE, 6 HAND PAINTED LETTERS, 7" H, 100 0 WITH BORDER 7 INTERIOR CONSTRUCTION, LA ESTRELLITA: 2,705 0 (1) OFFICE ROOM, 18 LINEAR FEET X 8.5', INTERIOR WALL, DOUBLE SIDE DRYWALL, WOOD FRAME, 85 SQ FT CEILING (1) WINDOW, SINGLE PANE, 33" X 46" (1) SINGLE FLOURESCENT LIGHT FIXTURE (1) HOLLOW CORE DOOR 8 SQ FT FLOOR COVER, CARPET, COMMERCIAL, 680 0 LIGHT DUTY 25C-52 Page Al ITEM EXHIBIT B FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY MARKET VALUE VALUE 9 LIGHT FIXTURES, FLOURESCENT, 8', QUAD BULB 540 0 10 LINEAR FT (EST.) RIGID 5" CONDUIT, 4 QUAD 460 0 ELECTRICAL OUTLETS 11 SQ FT FLOOR COVER, VINYL TILE, 12" X 12" 925 0 (SALON) TOTAL IMPROVEMENTS PERTAINING TO THE FOR CONTINENTAL BARBERS $16,735 $0 25C-53 Page A2 25C-54 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening Project APN: 398-453-05 & 06 Tenant-Seller: K & K Investments LP AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ("Agreement") is entered into as of this day of , 2012, 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 ("Buyer"), and K & K Investments LP ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 218 N. Grand Avenue, Santa Ana, California ("Premises") which Premises are part of that real property described in Attachment "1" attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant- Seller ("Tenancy Interest") in and to the Premises and the Property. The Improvements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Attachment "2". 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of. Twenty Nine Thousand Eight Hundred Fifteen and no/100 dollars ($29,815.00) ("Purchase Price") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Attachment "3" in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant-Seller will vacate the property on December 31, 2012. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. A-1 25C-55 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: ( a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of malting necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A-2 25C-56 A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant- Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. f Tenant-Seller: ?? 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the A-3 25C-57 Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy interest. 17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. A-4 25C-58 21. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-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 Premises. The term "Hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. 56901, et seq. (42 U.S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant-Seller's knowledge, the Premises and its use 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. 23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 A-5 25C-59 about, to or from, the Premises. 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 acts or omissions of Tenant-Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT PLANK. SIGNATURE PAGE FOLLOWS. A-6 25C-60 Mailing Address of Tenant-Seller 9851 Lampson Avenue Garden Grove, California 92841 Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Tenant-Seller BY: Its: Date: By:?,? Its Date: ;L Buyer THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: A-7 25C-61 ATTACHMENT "1" 25C-62 LEGAL Y)ESCRIPTIOJy Real property in the City of Santa Ana, County of Orange, State of Callfornfa, descrlhed as follows: LOTS 1, 2, 3,11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRACT: N0. 1, HUMPHREY`S ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 11, PAGE 39, OF MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-453-05 and 398-453-0G 25C-63 ATTACHMENT 112" 25C-64 PUBLIC WORKS WESTERN UNION CITY OF SANTA ANA FAIR MARKET VALUE GRAN D AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE CUSTOMER AREA 1 1 DESK, LAMINATE, OPEN BASE, 6'X 3' A 5877 125 25 2 1 SCALE, VINTAGE, COIN OPERATED, WATLING F 5877 135 20 (ASSUME OPERABLE) 3 1 LOT C/O A/G 5877 775 100 (2) BENCH, PARK, WOOD/IRON, 5' (3) SECURITY CAMERAS, DUMMIES (2) TABLE, WRITING, LAMINATE TOP, STEEL LEGS (2) POLK BOOKSHELF SPEAKERS (1) WASTE CAN, PLASTIC, FLIP COVER (2) CHAIRS, CHROME ROD FRAME, FABRIC (1) CHAIR GUEST, TUBE FRAME, VINYL (1) PHONE, AT&T, 993,2-LINE (1) OPEN SIGN, NEON, 36" (1) FRAMED PRINT, CATALINA, SIGNED (1) MAT, CARPET, 5'X 3' (2) SIGN POSTERS, TX 2' SERVICE COUNTER AREA 4 1 COUNTER, CABINET, 62" X 36" X 16" D, DOUBLE A 5861 $150 $25 SLIDE DOOR, WOOD 5 1 BILL COUNTER, ROYAL, MDL RBC 1003BK A 5862 130 30 6 1 CASH REGISTER, TEC, MA-1100, SINGLE CASH F 5862 310 20 DRAWER, LOCKING 7 1 SECURITY CABINET, SINGLE DRAWER, 2 DOOR, A 5863 325 50 1/8" STEEL 20"X 36" X 20" D 8 1 LOT C/O (1) TROPHY MARLIN (PERSONAL NOT VALUED) A/F 325 50 (1) FAN, FLOOR, HONEYWELL, 12" (2) WASTE BASKET, PLASTIC (1) POLAROID CAMERA, DACTEK, PASSPORT (1) FLOOR MAT, RUBBER, 4'X 11' (1) CALCULATOR, CANON, T170 (1) CALCULATOR, SHARP, EL-1197P (1) PHONE, PANASONIC, 8LINE NOTE: ALL COMPUTER AND DISPLAY ITEMS OWNED BY WESTERN UNION NOT VALUED. TENANT POINTED OUT THE SPECIFIC ITEMS HJELMSTROM ASSOCIATES 25C-65 Page Al -65 PUBLIC WORKS WESTERN UNION CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE 9 1 CAMERA, PHOTOSCOPE, 8150, PEDESTAL MDS A 5868 260 50 BACK OFFICE 10 1 SAFE, AMERICAN SECURITY PRODUCTS, A 445 100 COMBO/KEY, 23" X 31" X 24" 11 1 DESK, WOOD LAMINATE, DOUBLE PEDESTAL, A 200 50 5 DRAWER 12 1 CARD CABINET, METAL,20 DRAWER, A/F 250 25 19" X 53" X 28" D 13 1 CABINET, MILLER, DOUBLE DOOR, WOOD TOP, 36" A 5866 100 20 X 20" X 43" H 14 1 LOT C/O A/F 5864 290 60 (1) BOSE ACOUSTIC WAVE STEREO 5866 (1) AIR, PURIFIER, ORECK, TABLE TOP (1) PHONE, PANOSONIC, KX-TG-6502, 2-LINE, CORDLESS (1) CALCULATOR, CANON, MP25DV (1) CHAIR TASK, ARMS, FABRIC, CHROME BASE, CASTERS (1) WASTE BASKET, PLASTIC (1) STRIP TRACK LIGHT, 3 BULB (1) CHAIR MAT MISC DESKTOP ITEMS, STAPLER, TAPE DISP, ORGANIZERS, CLOCK COPY ROOM 15 1 COMPUTER SYSTEM, DELL CPU AND 17" FLAT A 5871 350 50 SCREEN, KEYBOARD/MOUSE/SPEAKERS 16 1 PRINTER/COPIER, SHARP, AM-900 G 5875 250 50 17 1 FAX MACHINE, BROTHER, 775 A 5875 45 10 18 1 COPIER, CANON, IMAGE CLASS D861 G 5875 205 30 HJELMSTROM ASSOCIATES Page A2 25C-66 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE 19 1 LOT C/O A/G 525 50 (1) FAN, TABLE, SMC (1) PHONE, PANASONIC, BASE UNIT (1) LINKSYS ROUTER (1) CABINET, METAL, 2 DOOR, 29" X 21 "X 22" D (1) STEREO, RECEIVER, JVC, RX-212 (1) REFRIGERATOR, KITCHENETTE, 24" X 34" X 26" D (1) STOOL, FULL FOOT RING, VINYL (2) CHAIRS, TASK, FABRIC, ARMS (1) TABLE, FOLDING, LAMINATE, 6' (1) MICROWAVE, GE (1) TV CRT, WITH DVD, MAGNOVOX, 13" (1) TOASTER, PROCTOR SILEX (1) BURNER CAMP STOVE, PROPANE, GLOWMASTER GM911ES (1) FAN, 12" FLOOR, HONEYWELL (1) MAT, RUBBER, 3.5' X 5.5' (1) MAT, RUBBER AND CARPET, 3' X 5' MISC DESKTOP ITEMS, STAPLER, TAPE DISPENSER, ORGANIZERS, ETC STORAGE CLOSET 20 1 LOT C/O A 200 30 (1) LADDER, FIBERGLASS, 6' (1) VACUUM, SANYO, POWER BOY SECURE HALL 21 1 VACUUM, HOOVER, UPRIGHT A 60 10 TOTAL FURNITURE, FIXTURES AND EQUIPMENT $5,455 $855 HJELMSTROM ASSOCIATES Page A3 25C-67 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 LOT INTERIOR CONSTRUCTION C/O: FIG $ 18,460 $0 THROUGHOUT (404) SQ FT CARPET, COMMERCIAL, LIGHT DUTY (22) SQ FT 12" X 12" VINYL TILE, RESTROOM (30) SQ FT 12" X 12" VINYL TILE, SECURE HALL (837) SQ FT INTERIOR WALL CONSTRUCTION, DOUBLE SIDED DRYWALL OR PLYWOOD, PAINTED, ELECTRICAL OUTLETS (1) 36" DOOR, SOLID CORE, WITH REMOTE LOCK RELEASE (1) 36" X 80" SECURITY DOOR, STEEL SKIN DOUBLE SIDED, 3" X 3" PEAK WINDOW, REMOTE LOCK RELEASE (1) A/C SYSTEM, 2.5 TON. NOTE: NOT ABLE TO VERIFY. MOUNTED BETWEEN ROOF AND CEILING OF UNIT. REPORTED TO BE BOUGHT BY TENANT, 8- 10 YEARS AGO. (53) SQ FT CEMENT BLOCK UNDER LENGTH OF COUNTER CUSTOMER LOBBY AREA 5876- (378) SQ FT WOOD PANELING 5879 (1) WALL SHELF, LAMINATE, 67" X 12" D (1) WALL SHELF, LAMINATE, 34" X 12" D (2) SPEAKER SHELVES, 12" X 12", RAW WOOD (228) SQ FT FLOOR COVER, LAMINATE, ENGINEERED, CHERRY WOOD FINISH SERVICE COUNTER AREA 5862- (2) SECURITY WINDOW, 4 PLY LAMINATE, 1/2" 5863 THICK, 29" X 55", WITH STAINLESS STEEL DOCUMENT SLIDE PLATES (3) REMOTE PANIC BUTTONS, (2) UNDER COUNTER, (1) RESTROOM (1) FLOOR SAFE, 9" X 9" (1) SAFE, 12" X 12", CAST IN CEMENT (1) COUNTER, LAMINATE, WALL MOUNTED, 5 LINEAR FEET X 24" D (73) SQ FT WOOD PANELING, SERVICE AREA (1) COUNTER, WOOD, PAINTED, 2' X 4', OPEN BASE, SHOP MADE (1) WINDOW, SINGLE PANE, 66" X 22", WITH MINI BLINDS HJELMSTROM ASSOCIATES Page Al 25C-68 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE COPY ROOM 5869- (1) 11.5'X 24' D WALL MOUNTED COUNTER, 5870 LAMINATE, WITH SLANT SHELF PLYWOOD (1) WALL CABINET, LAMINATE, 4 DOOR, 48"X31"X14"D (1)WALL SHELF, 10'X1' BOARD CLOSET 5872- (1) BUILT IN SHELVING, 2" X 4" WOOD 2873 CONSTRUCTION, PAINTED, 3 TIER, SHOP MADE, 12 LINEAR FEET X 64" X 16" D EXTERIOR SIGNAGE C/O: 5880- 5,900 0 (16) INDIVIDUAL VINYL LETTERS, 5" 5881 (1) SIGN, WALL MOUNTED, METAL HOUSING, SINGLE SIDED, ILLUMINATED, DECAL LETTERING OVER PLASTIC SHEET, 12.5' X 4.5', (ONE TIME INSTALL COSTS ONLY, SIGN IS PROPERTY OF WESTERN UNION PER TENANT) (1) POLE SIGN, METAL HOUSING, DOUBLE SIDED, 20'H, ILLUMINATED, DECAL LETTERING OVER PASTIC SHEET, 12.5' X 4.5', INSTALLED TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $24,360 $0 HJELMSTROM ASSOCIATES Page A2 25C-69 ATTACHMENT "3" 25C-70 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code ? 11922 QUITCLAIM DEED County Assessor's Parcel Number: 398-453-05 & 06 Is Ilne Tor Kecoraer's use FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, KRISTINA NGUYEN & KEVIN NGUYEN DBA K & K INVESTMENTS do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this day of 2012. By: I,.I Zl•??, ???/,71?I??%?--? Date: By: / f f <X,4 c Date: 25C-71 EXHIBIT "A" LEGAL I3ESCRIPTj()M Real property in the City of Santa Ana, County of Orange, State of Callfor ; follows.- n13 described as LOTS 1, 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY TRA HUMPHREY'S ADDITION TO SANTA ANAANGEL, AS PER MAP RECORDED IN 1300K 11' TR C T , MISCELLANEOUS RECORDS, OF LOS ES COUNTY, CALIFORNIA, NO, 1r 39, OF APN; 398-453-05 and 398-453-06 25C-72 EXHIBIT "B" PUBLIC WORKS WESTERN UNION CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM QTY DESCRIPTION: FAIR SALVAGE COND PIC # MARKET NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE CUSTOMER AREA 1 1 DESK, LAMINATE, OPEN BASE, 6' X 3' A 5877 125 25 2 1 SCALE, VINTAGE, COIN OPERATED, WATLING F 5877 135 20 (ASSUME OPERABLE) 3 1 LOT C/O A/G 5877 775 100 (2) BENCH, PARK, WOOD/IRON, 5' (3) SECURITY CAMERAS, DUMMIES (2) TABLE, WRITING, LAMINATE TOP, STEEL LEGS (2) POLK BOOKSHELF SPEAKERS (1) WASTE CAN, PLASTIC, FLIP COVER (2) CHAIRS, CHROME ROD FRAME, FABRIC (1) CHAIR GUEST, TUBE FRAME, VINYL (1) PHONE, AT&T, 993,2-LINE (1) OPEN SIGN, NEON, 36" (1) FRAMED PRINT, CATALINA, SIGNED (1) MAT, CARPET, 5' X 3' (2) SIGN POSTERS, TX 2' SERVICE COUNTER AREA 4 1 COUNTER,CABINET, 62" X 36" X 16" D, DOUBLE A 5861 $150 $25 SLIDE DOOR, WOOD 5 1 BILL COUNTER, ROYAL, MDL RBC 1003BK A 5862 130 30 6 1 CASH REGISTER, TEC, MA-1100, SINGLE CASH F 5862 310 20 DRAWER, LOCKING 7 1 SECURITY CABINET, SINGLE DRAWER, 2 DOOR, A 5863 325 50 1/8" STEEL 20"X 36" X 20" D 8 1 LOT C/O (1) TROPHY MARLIN (PERSONAL NOT VALUED) A/F 325 50 (1) FAN, FLOOR, HONEYWELL, 12" (2) WASTE BASKET, PLASTIC (1) POLAROID CAMERA, DACTEK, PASSPORT (1) FLOOR MAT, RUBBER, 4'X 11' (1) CALCULATOR, CANON, T170 (1) CALCULATOR, SHARP, EL-1197P (1) PHONE, PANASONIC, 8LINE NOTE: ALL COMPUTER AND DISPLAY ITEMS OWNED BY WESTERN UNION NOT VALUED. TENANT POINTED OUT THE SPECIFIC ITEMS HJEI-MSTROM ASSOcdATES 25C-73 Page Al PUBLIC WORKS WESTERN UNION CITY OF SANTA ANA FAIR MARKET VALUE GRAN D AVENUE STREET WIDENING PROJECT DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: QTY COND PIC # FAIR MARKET SALVAGE NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE 9 1 CAMERA, PHOTOSCOPE, 8150, PEDESTAL MDS A 5868 260 50 BACK OFFICE 10 1 SAFE, AMERICAN SECURITY PRODUCTS, A 445 100 COMBO/KEY, 23" X 31" X 24" 11 1 DESK, WOOD LAMINATE, DOUBLE PEDESTAL, A 200 50 5 DRAWER 12 1 CARD CABINET, METAL,20 DRAWER, A/F 250 25 19" X 53" X 28" D 13 1 CABINET, MILLER, DOUBLE DOOR, WOOD TOP, 36" A 5866 100 20 X20"X43"H 14 1 LOT C/O A/F 5864 290 60 (1) BOSE ACOUSTIC WAVE STEREO 5866 (1) AIR, PURIFIER, ORECK, TABLE TOP (1) PHONE, PANOSONIC, KX-TG-6502, 2-LINE, CORDLESS (1) CALCULATOR, CANON, MP25DV (1) CHAIR TASK, ARMS, FABRIC, CHROME BASE, CASTERS (1) WASTE BASKET, PLASTIC (1) STRIP TRACK LIGHT, 3 BULB (1) CHAIR MAT MISC DESKTOP ITEMS, STAPLER, TAPE DISP, ORGANIZERS, CLOCK COPY ROOM 15 1 COMPUTER SYSTEM, DELL CPU AND 17" FLAT A 5871 350 50 SCREEN, KEYBOARD/MOUSE/SPEAKERS 16 1 PRINTER/COPIER, SHARP, AM-900 G 5875 250 50 17 1 FAX MACHINE, BROTHER, 775 A 5875 45 10 18 1 COPIER, CANON, IMAGE CLASS D861 G 5875 205 30 HiELMSTROM ASSOCIATES 25C-74 Page A2 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM QTY DESCRIPTION: FAIR SALVAGE NO. FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE 19 1 LOT C/O A/G (1) FAN, TABLE, SMC (1) PHONE, PANASONIC, BASE UNIT (1) LINKSYS ROUTER (1) CABINET, METAL, 2 DOOR, 29" X 21 "X 22" D (1) STEREO, RECEIVER, JVC, RX-212 (1) REFRIGERATOR, KITCHENETTE, 24" X 34" X 26" D (1) STOOL, FULL FOOT RING, VINYL (2) CHAIRS, TASK, FABRIC, ARMS (1) TABLE, FOLDING, LAMINATE, 6' (1) MICROWAVE, GE (1) TV CRT, WITH DVD, MAGNOVOX, 13" (1) TOASTER, PROCTOR SILEX (1) BURNER CAMP STOVE, PROPANE, GLOWMASTER GM911ES (1) FAN, 12" FLOOR, HONEYWELL (1) MAT, RUBBER, 3.5' X 5.5' (1) MAT, RUBBER AND CARPET, TX 5' MISC DESKTOP ITEMS, STAPLER, TAPE DISPENSER, ORGANIZERS, ETC STORAGE CLOSET 20 1 LOT C/O A (1) LADDER, FIBERGLASS, 6' (1) VACUUM, SANYO, POWER BOY SECURE HALL 21 1 VACUUM, HOOVER, UPRIGHT A TOTAL FURNITURE, FIXTURES AND EQUIPMENT 525 50 200 30 60 10 $5,455 $855 HJELMSTROM ASSOCIATES 25C-75 Page A3 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 LOT INTERIOR CONSTRUCTION C/O: THROUGHOUT (404) SQ FT CARPET, COMMERCIAL, LIGHT DUTY (22) SQ FT 12" X 12" VINYL TILE, RESTROOM (30) SQ FT 12" X 12" VINYL TILE, SECURE HALL (837) SQ FT INTERIOR WALL CONSTRUCTION, DOUBLE SIDED DRYWALL OR PLYWOOD, PAINTED, ELECTRICAL OUTLETS (1) 36" DOOR, SOLID CORE, WITH REMOTE LOCK RELEASE (1) 36" X 80" SECURITY DOOR, STEEL SKIN DOUBLE SIDED, 3" X 3" PEAK WINDOW, REMOTE LOCK RELEASE (1) A/C SYSTEM, 2.5 TON. NOTE: NOTABLE TO VERIFY. MOUNTED BETWEEN ROOF AND CEILING OF UNIT. REPORTED TO BE BOUGHT BY TENANT, 8- 10 YEARS AGO. (53) SQ FT CEMENT BLOCK UNDER LENGTH OF COUNTER CUSTOMER LOBBY AREA (378) SQ FT WOOD PANELING (1) WALL SHELF, LAMINATE, 67" X 12" D (1) WALL SHELF, LAMINATE, 34" X 12" D (2) SPEAKER SHELVES, 12" X 12", RAW WOOD (228) SQ FT FLOOR COVER, LAMINATE, ENGINEERED, CHERRY WOOD FINISH SERVICE COUNTER AREA (2) SECURITY WINDOW, 4 PLY LAMINATE, 1/2" THICK, 29" X 55", WITH STAINLESS STEEL DOCUMENT SLIDE PLATES (3) REMOTE PANIC BUTTONS, (2) UNDER COUNTER, (1) RESTROOM (1) FLOOR SAFE, 9" X 9" (1) SAFE, 12" X 12", CAST IN CEMENT (1) COUNTER, LAMINATE, WALL MOUNTED, 5 LINEAR FEET X 24" D (73) SQ FT WOOD PANELING, SERVICE AREA (1) COUNTER, WOOD, PAINTED, 2'X 4', OPEN BASE, SHOP MADE (1) WINDOW, SINGLE PANE, 66" X 22", WITH MINI BLINDS F/G $ 18,460 $0 5876- 5879 5862- 5863 HJELMSTROM ASSOCIATES 25C-76 Page Al PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT WESTERN UNION FAIR MARKET VALUE DATE OF VALUE: JUNE 8, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE COPY ROOM 5869- (1) 11.5' X 24' D WALL MOUNTED COUNTER, 5870 LAMINATE, WITH SLANT SHELF PLYWOOD (1) WALL CABINET, LAMINATE, 4 DOOR, 48"X31"X14"D (1)WALL SHELF, 10'X1' BOARD CLOSET 5872- (1) BUILT IN SHELVING, 2" X 4" WOOD 2873 CONSTRUCTION, PAINTED, 3 TIER, SHOP MADE, 12 LINEAR FEET X 64" X 16" D EXTERIOR SIGNAGE C/O: 5880- 5,900 0 (16) INDIVIDUAL VINYL LETTERS, 5" 5881 (1) SIGN, WALL MOUNTED, METAL HOUSING, SINGLE SIDED, ILLUMINATED, DECAL LETTERING OVER PLASTIC SHEET, 12.5' X 4.5', (ONE TIME INSTALL COSTS ONLY, SIGN IS PROPERTY OF WESTERN UNION PER TENANT) (1) POLE SIGN, METAL HOUSING, DOUBLE SIDED, 20'H, ILLUMINATED, DECAL LETTERING OVER PASTIC SHEET, 12.5'X 4.5', INSTALLED TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $24,360 $0 li"fJELMS'7CR®M ASSOCIATES Page A2 25C-77 25C-78 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening Project APN: 398-454-12 & 13 Tenant-Seller: Raymundo Pena dna Imagen BeautX AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY $ AGREEMENT ("Agreement") is entered into as of this A,.. day of r , 2012, by and between THE CITY OF SANTA ANA, a charter city and municip corporation duly organized under the Constitution and laws of the State of California ("Buyer"), and RAYMUNDO PENA DBA IMAGEN BEAUTY ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 1221 E. First Street #D Santa Ana, California ("Premises") which Premises are part of that real property described in Attachment "1" attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant-Seller ("Tenancy Interest") in and to the Premises and the Property. The Improvements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Attachment "2". 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of. SEVENTEEN THOUSAND FOUR HUNDRED AND FIFTEEN NO/100 DOLLARS ($17,415.00) ("Purchase Price") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Attachment "3" in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant-Seller will vacate the property by September 30, 2012. Any and all rents owed to the City of Santa after the date of vacate will be deducted from the Purchase Price. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all said 25C-79 Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 2 25C-80 12. CLOSING: PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled and the loss of business goodwill, if any). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code § 1542, or under any statute or common law or equitable principle of similar effect. 3 25C-81 Tenant-Seller: 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or 4 25C-82 instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-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 Premises. The term "Hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. S6901, et seq. (42 U.S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant- Seller's knowledge, the Premises and its use 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. 5 25C-83 23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 Premises. 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, 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 acts or omissions of Tenant-Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 6 25C-84 Mailing Address of Tenant-Seller 1221 E. First Street #D Santa Ana, CA 92701 Tenant-Seller By Its: Da Buyer Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: .lose Sandoval Chief Assistant City Attorney Date: 7 25C-85 ATTACHMENT "I" LEGAL DESCRIPTION OF PROPERTY A-1 25C-86 ATTACHMENT "1" LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4, 10, 11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10, 11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3,1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN:398-454-12 and 398-454-13 25C-87 ATTACHMENT "2" IMPROVEMENTS PERTAINING TO THE REALTY B-1 25C-88 ATTACHMENT "2" PUBLIC WORKS IMAGEN BEAUTY SALON CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 1,040 SQ. FT. TILE FLOORING, 12" X 12" CERAMIC G 5027 $7,280 $0 2 1,040 SQ. FT. DROP CEILING, 2'X 4' PANELS, F 5028 (10) 2' X 4' FLUORESCENT LIGHT FIXTURES (NOT VALUED-PART OF REAL ESTATE) 3 1 LOT, C/O OF MISC. IMPROVEMENTS A/F 1,420 (4) LINEAR FT. PARTITION, SHOP MADE, 5029 WOOD WITH HALF DOOR (1) WALL MIRROR, 5'X 4' (1) WALL MIRROR, TX 6' (3) BLINDS, LOUVER, TX 7' (22) LINEAR FT. CHAIR RAIL GUARD (1) WALL CABINET, WOOD/LAMINATE, DOUBLE SLIDE DOOR, 5'X Z X VD (23) LINEAR FT. PARTITION WALL, 6' H WOOD FRAMEIDRY WALL (NO DOOR, NO ELECTRICITY) (9) WOOD/LAMINATE SHELVES, 3'- 4' LONG (1) MINI-BLINDS, 30" X 72" (8) LINEAR FT. PARTITION, PLYWOOD, 2" X 4" FRAME (1) COUNTER, WOOD, 36" X 18" (1) WALL CUPBOARD, WOOD/LAMINATE, 30" X 24" X 16" D EXTERIOR 0 4 1 LOT, C/O SIGNAGE A 5048 1,905 0 (22) PLASTIC LETTERS, 14" (2) IMAGEN, OVAL, 20" X 17" SEE THROUGH, ONE WAY WINDOW GRAPHICS (3)3'X6' (3) TX 1' (1)VX6' (1) v X 1' TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $10,605 $0 HJELMSTROM ASSOCIATES Page A4 25C-89 PUBLIC WORKS IMAGEN BEAUTY SALON CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE 1 15 CHAIRS, METAL TUBE FRAME, FABRIC A/F 5030 $555 $80 SEAT/BACK 2 1 REGISTER COUNTER, WOOD/LAMINATE, F 100 0 1 DRAWER, 48" X 42" X 24" 3 1 LOT, C/O: A/F 190 10 (1) MAGAZINE RACK, 2 TIER, WIRE FRAME (7) PLANTER POTS, PLASTIC, 10" - 12" (1) SHELF, METAL TUBE FRAME, ROUND TOP, GLASS SHELVES, 18" X 58" (8) FRAMED HAIR CUT POSTERS, PLASTIC (1) ROUND CLOCK, PLASTIC (1) SMALL PLASTIC WASTE CAN (1) DISPLAY CASE, GLASS, 60" X 38"X 18", 2 BULB 4 6 SALON CHAIRS, FREE STANDING, CHROME A/F 5034 1,315 250 PEDESTAL AND BASE, VINYL SEAT/BACK, FOOT PEDAL HEIGHT ADJUSTMENT 5 5 SALON UTILITY CARTS, MOBILE, PLASTIC, F 150 25 WOOD/LAMINATE TOP, 24" X 14" 6 2 HAIR WASH SALON CHAIR STATIONS, CERAMIC F 5040 660 80 VESSEL SINK, FAUCET WITH SPRAY HOSE, STAINLESS STEEL CABINET, VINYL BACK/SEAT, STAINLESS STEEL ARMS 7 1 RECLINING CHAIR, WITH FOOT REST, MANUAL, F 35 0 VINYL, METAL FRAME 8 1 MANICURE TABLE, WOOD/LAMINATE, VINYL F 75 5 CUSHION, 42" X 18" MOBILE 9 6 MIRRORS, STYLIST SHELF STATION, WALL HUNG, A/F 1,495 180 WOOD/LAMINATE, 31" X 48" X 18" D 10 1 LOT C/O SURVEILLANCE SYSTEM: A/F 5036 200 50 (1) CAMERA, WRITEMASTER RECORDER (1) HYUNDAI 19" FLAT SCREEN, 4 CAMERA CAPACITY 11 1 CASH REGISTER, ROYAL CMS 480 PLUS, SINGLE A/F 5038 375 75 DRAWER (1) MONEY DETECTOR, FDP-60 MULTI-FUNCTION (1) CPU, DELL (1) CALCULATOR, AURORA, PR1000M HJELMSTROM ASSOCIATES Page Al 25C-90 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT IMAGEN BEAUTY SALON FAIR MARKET VALUE DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET FURNITURE, FIXTURES & EQUIPMENT NO. VALUE VALUE 12 1 LOT, C/O MISC. SALON ITEMS: A/F 270 40 (4) PLASTIC TRASH CANS (1) SALON CART, PLASTIC (1) SHELVING, 4 TIER, PLASTIC, 18" X 18" (1) FILE CABINET, 3 DRAWER (1) STEP STOOL, FOLDING, 2 STEP (1) CHAIR, VINYL, TASK MISC. PLASTIC BINS, SALON TOOL HOLDERS, CHILD SEAT, UNFRAMED POSTERS (6) SALON FLOOR MATS, RUBBER, 3' X 5' (1) SHELVING, GLASS CONSTRUCTION, 20 CUBBY, 5' X 4.5', MODULAR (1) SHELVING, WIRE CHROME FRAME, 36" W X 50" H (1) MOBILE SALON TRAY/STAND, METAL NORTHEAST BACK ROOM 13 1 LOT, C/O MISC. SALON ITEMS: F/P 370 50 (1) TV, CRT, 20" (1) DVD PLAYER, SONY (1) SOFA, 5', FABRIC (1) 12 MISC. PLASTIC BINS (1) TABLE, WOOD/LAMINATE, 32" X 21" (1) HAIR DRYER/CHAIR STATION, (NOT IN USE) (1) CABINET, WOOD LAMINATE, DOUBLE DOOR, 48" X 80" X 17" D (1) FAN, HAMPTON, 20", WALL MOUNT (1) HAIR DRYER, FLOOR MODEL (1) COAT RACK, 5 POST (1) MISC. PLASTIC WASTE CANS, BROOMS, MOPS, DUST PAN (1) DIRTY TOWEL HAMPER HJELMSTROM ASSOCIATES Page A2 25C-91 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT IMAGEN BEAUTY SALON FAIR MARKET VALUE DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY FURNITURE, FIXTURES & EQUIPMENT COND PIC # MARKET VALUE VALUE SOUTHEAST BACK ROOM 14 1 WASHER/DRYER, STACKED, FRIGIDAIRE A 5044 615 100 15 1 LOT, C/O: A/F 405 50 (1) CULLIGAN WATER COOLER (1) MICROWAVE, SHARP, CAROUSEL (1) MINI REFRIGERATOR, HAIER (2) CHAIRS, STACKABLE, CHROME, METAL FRAME, VINYL SEAT/BACK (1) TRI-FOLD PARTITION, ASIAN, WOOD FRAME (1) SET OF BATHROOM ACCESSORIES, TOILET PAPER, HAND TOWEL, TOILET PROTECTOR, HAND SOAP DISPENSER, AIR HAND DRYER, WASTE CAN, 2 POSTERS FRAMED (1) FIRE EXTINGUISHER, 5 LB. ABC (2) TRACK LIGHTS, 36", 3 FIXTURES TOTAL FURNITURE, FIXTURES & EQUIPMENT $6,810 $995 HJELMSTROM ASSOCIATES Page A3 25C-92 ATTACHMENT "Y' QUITCLAIM DEED (See Attached) 25C-93 RECORDING REQUESTED BY: ATTACHMENT "3" THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 pace above this line or Recorder's use QUITCLAIM DEED County Assessor's Parcel Number: 398-454-12 & 13 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Imagen Beauty Salon do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this day of , 2012. By: Date: 25C-94 EXHIBIT "A" (to Quitclaim Deed) LEGAL DESCRIPTION 25C-95 EXHIBIT "A' LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4, 10, 11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10, 11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREVS ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3,1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN:398-454-12 and 398-454-13 25C-96 EXHIBIT "B" (to Quitclaim Deed) DESCRIPTION OF CONVEYED IMPROVEMENTS 25C-97 EXHIBIT "B" PUBLIC WORKS IMAGEN BEAUTY SALON CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: FAIR SALVAGE NO. QTY IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 1,040 SQ. FT. TILE FLOORING, 12" X 12" CERAMIC G 5027 $7,280 $0 2 1,040 SQ. FT. DROP CEILING, 2'X 4' PANELS, F 5028 (10) 2'X 4' FLUORESCENT LIGHT FIXTURES (NOT VALUED-PART OF REAL ESTATE) 3 1 LOT, C/O OF MISC. IMPROVEMENTS A/F 1,420 0 (4) LINEAR FT. PARTITION, SHOP MADE, 5029 WOOD WITH HALF DOOR (1) WALL MIRROR, 5'X 4' (1) WALL MIRROR, 7' X 6' (3) BLINDS, LOUVER, TX 7' (22) LINEAR FT. CHAIR RAIL GUARD (1) WALL CABINET, WOOD/LAMINATE, DOUBLE SLIDE DOOR, 5'X 2'X I'D (23) LINEAR FT. PARTITION WALL, 6'H WOOD FRAME/DRY WALL (NO DOOR, NO ELECTRICITY) (9) WOOD/LAMINATE SHELVES, 3'- 4' LONG (1) MINI-BLINDS, 30" X 72" (8) LINEAR FT. PARTITION, PLYWOOD, 2" X 4" FRAME (1) COUNTER, WOOD, 36" X 18" (1) WALL CUPBOARD, WOOD/LAMINATE, 30" X 24" X 16" D EXTERIOR 4 1 LOT, C/O SIGNAGE A 5048 1,905 0 (22) PLASTIC LETTERS, 14" (2) IMAGEN, OVAL, 20" X 17" SEE THROUGH, ONE WAY WINDOW GRAPHICS (3) TX 6' (3) 3' X 1' (1) 1' X 6' (1) v X 1' TOTAL IMPROVEMENTS PERTAINING TO THE REALTY HJELMSTROM ASSOCIATES $10,605 $0 Page A4 25C-98 PUBLIC WORKS IMAGEN BEAUTY SALON CITY OF SANTA ANA FAIR MARKET VALUE GRAN D AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. FURNITURE, FIXTURES & EQUIPMENT VALUE VALUE 1 15 CHAIRS, METAL TUBE FRAME, FABRIC A/F 5030 $555 $80 SEAT/BACK 2 1 REGISTER COUNTER, WOOD/LAMINATE, F 100 0 1 DRAWER, 48" X 4T X 24" 3 1 LOT, C/O: A/F 190 10 (1) MAGAZINE RACK, 2 TIER, WIRE FRAME (7) PLANTER POTS, PLASTIC, 10" - 12" (1) SHELF, METAL TUBE FRAME, ROUND TOP, GLASS SHELVES, 18" X 58" (8) FRAMED HAIR CUT POSTERS, PLASTIC (1) ROUND CLOCK, PLASTIC (1) SMALL PLASTIC WASTE CAN (1) DISPLAY CASE, GLASS, 60" X 38" X 18", 2 BULB 4 6 SALON CHAIRS, FREE STANDING, CHROME A/F 5034 1,315 250 PEDESTAL AND BASE, VINYL SEAT/BACK, FOOT PEDAL HEIGHT ADJUSTMENT 5 5 SALON UTILITY CARTS, MOBILE, PLASTIC, F 150 25 WOOD/LAMINATE TOP, 24" X 14" 6 2 HAIR WASH SALON CHAIR STATIONS, CERAMIC F 5040 660 80 VESSEL SINK, FAUCET WITH SPRAY HOSE, STAINLESS STEEL CABINET, VINYL BACK/SEAT, STAINLESS STEEL ARMS 7 1 RECLINING CHAIR, WITH FOOT REST, MANUAL, F 35 0 VINYL, METAL FRAME 8 1 MANICURE TABLE, WOOD/LAMINATE, VINYL F 75 5 CUSHION, 42" X 18" MOBILE 9 6 MIRRORS, STYLIST SHELF STATION, WALL HUNG, A/F 1,495 180 WOOD/LAMINATE, 31" X 48" X 18" D 10 1 LOT C/O SURVEILLANCE SYSTEM: A/F 5036 200 50 (1) CAMERA, WRITEMASTER RECORDER (1) HYUNDAI 19" FLAT SCREEN, 4 CAMERA CAPACITY 11 1 CASH REGISTER, ROYAL CMS 480 PLUS, SINGLE A/F 5038 375 75 DRAWER (1) MONEY DETECTOR, FDP-60 MULTI-FUNCTION (1) CPU, DELL (1) CALCULATOR, AURORA, PR1000M HiELMSTROM ASSOCIATES Page Al 25C-99 PUBLIC WORKS CITY OF SANTA ANA GRAND AVENUE STREET WIDENING PROJECT IMAGEN BEAUTY SALON FAIR MARKET VALUE DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET FURNITURE, FIXTURES & EQUIPMENT NO. VALUE VALUE 12 1 LOT, C/O MISC. SALON ITEMS: A/F 270 40 (4) PLASTIC TRASH CANS (1) SALON CART, PLASTIC (1) SHELVING, 4 TIER, PLASTIC, 18" X 18" (1) FILE CABINET, 3 DRAWER (1) STEP STOOL, FOLDING, 2 STEP (1) CHAIR, VINYL, TASK MISC. PLASTIC BINS, SALON TOOL HOLDERS, CHILD SEAT, UNFRAMED POSTERS (6) SALON FLOOR MATS, RUBBER, TX 5' (1) SHELVING, GLASS CONSTRUCTION, 20 CUBBY, V X 4.5', MODULAR (1) SHELVING, WIRE CHROME FRAME, 36" W X 50" H (1) MOBILE SALON TRAY/STAND, METAL NORTHEAST BACK ROOM 13 1 LOT, C/O MISC. SALON ITEMS: F/P 370 50 (1) TV, CRT, 20" (1) DVD PLAYER, SONY (1) SOFA, 5', FABRIC (1) 12 MISC. PLASTIC BINS (1) TABLE, WOOD/LAMINATE, 32" X 21 (1) HAIR DRYER/CHAIR STATION, (NOT IN USE) (1) CABINET, WOOD LAMINATE, DOUBLE DOOR, 48" X 80" X 1 T' D (1) FAN, HAMPTON, 20", WALL MOUNT (1) HAIR DRYER, FLOOR MODEL (1) COAT RACK, 5 POST (1) MISC. PLASTIC WASTE CANS, BROOMS, MOPS, DUST PAN (1) DIRTY TOWEL HAMPER HJELMSTROM ASSOCIATES Page A2 25C-100 PUBLIC WORKS IMAGEN BEAUTY SALON CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 12, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET FURNITURE, FIXTURES & EQUIPMENT NO. VALUE VALUE SOUTHEAST BACK ROOM 14 1 WASHER/DRYER, STACKED, FRIGIDAIRE A 5044 615 100 15 1 LOT, C/O: A/F 405 50 (1) CULLIGAN WATER COOLER (1) MICROWAVE, SHARP, CAROUSEL (1) MINI REFRIGERATOR, HAIER (2) CHAIRS, STACKABLE, CHROME, METAL FRAME, VINYL SEAT/BACK (1) TRI-FOLD PARTITION, ASIAN, WOOD FRAME (1) SET OF BATHROOM ACCESSORIES, TOILET PAPER, HAND TOWEL, TOILET PROTECTOR, HAND SOAP DISPENSER, AIR HAND DRYER, WASTE CAN, 2 POSTERS FRAMED (1) FIRE EXTINGUISHER, 5 LB. ABC (2) TRACK LIGHTS, 36", 3 FIXTURES TOTAL FURNITURE, FIXTURES & EQUIPMENT $6,810 $995 HJELMSTROM ASSOCIATES Page A3 25C-101 25C-102 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on _j?A ?7,C 2 012, between the CITY OF SANTA ANA, a charter city and municipal corporatirn duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest (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 as follows: SEE EXHIBIT "A" - Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1225 East 4'h Street, Santa Ana, CA) (APN: 398-385-04) 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. 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 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. 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, in the amount of Three Hundred Thousand AND NO/100 Dollars ($300,000.00) 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 25C-103 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 Seiler 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 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 8 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), goodwill (if any), and severance damages, the total sum of Three Hundred Thousand AND N01100 Dollars ($300,000.00). 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 made free by Seller of all personal property. 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 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 25C-104 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 vacant as of the date that this agreement is executed by seller, 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. 9. 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. 10. 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. 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. 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. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Joan McVay 180 Woodston Way Ben Lomond, CA 95005 14. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. 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. 16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or 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) 25C-105 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 seq. (42 U.S.C. S9601). 17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. 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. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21. 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. 22. 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. 23. Governing Law. This PSA 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 advisability of executing this PSA and the meaning of the provisions hereof. The 25C-106 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. 25. 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. 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 PSA, without cost. 27. 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. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this 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. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25C-107 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest i Date: - --- , 2012 ,?"cvay, an un d woman Date: 2012 Lance McVay, un unmarried man Joanna McVay, Trustee Date: , 2012 City/Buyer City of Santa Ana Paul Walters . City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: Jose Sandoval Chief Assistant City Attorney Date: 12012 Date: 2012 Date: 12012 25C-108 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) Interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) Interest Date: , 2012 Joan McVay, an unmarried woman 2en?t Date: 2. '2012 Lanc M ay, un unmarried Joanna McVay, Trustee Date: , 2012 City/Buyer City of Santa Ana Paul Walters City Manager Date: , 2012 Attest: Maria D. Huizar City Cleric Date: , 2012 Approved as to Form: Sonia R. Carvaiho City Attorney Jose Sandoval Chief Assistant City Attorney Date: 2012 25C-109 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Joan McVay, an unmarried woman Lance McVay, un unmarried man Date: , 2012 Date: , 2012 Date: S , 2012 Date: 2012 Paul Walters City Manager Attest: Maria D. Huizar City Clerk Approved as to f=orm: Sonia R. Carvalho City Attorney Jose Sandoval Chief Assistant City Attorney Date: , 2012 Date: , 2012 25C-110 City/Buyer City of Santa Ana EXHIBIT "A" LEGAL DESCRIPTION Real property In the City of Santa Ana, County of Orange, State of California, described as follows: LOT 1 IN BLOCK "A" OF "SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA", AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-385-04 25C-111 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. 25C-112 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. APPROVEDBY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A P. NUMBER 398-365-04 RAV MAP NUMBER PROJECT NUMBER 1225 East 4th Street, Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest 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, for public roadway purposes, all that real property in the City of Santa Ana, County of Orange, State of California, located at 1225 East 4"' Street, described as follows: SEE EXHIBITS "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated Dated By: Lance McVay, un unmarried man Dated By: Joanna McVay, Trustee 25C-113 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 LWE FOR RECORDER'S USE CANCEL TAXES X APPROVED ASM rORMBYATTY. APPROVEDBY DIRECTOR DESCRIPHON WRTrMNBY DESCRIMON CHECKEI}O.K. A. P. NUMBER 398-3nO4 R/WMAP NUMBER PROJECT NUMBER 1225 Past 41h Street, Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest 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, for public roadwag purposes, all that real property in the City of Santa Ana, County of Orange, State of California, located at 1225 East 4 Street, described as follows: SEE EXHIBITS "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By: Joan McVay, an unmarried woman L SwAtteched Acknowledgment yet Dated (x 3 ,20 ( 2 n4lc-' r-. '?H , un B L ce McV y d man Dated By: Joanna McVay, Trustee 25C-114 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 CANCRL TA)M X APPROVED AS TO FORM BY ATrY. APPROVED BY DIRECTOR DESCRIPTION WRrrrCN BY DESCRIPTION CHECKED-OX. A. P. NUMBER 348.385.04 R/W MAP NUMBER PROIECr NUMBER 1225 East 4th St,.t Same Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and taws of the State of California, for public roadwaX purposes, all that real property in the City of Santa Ana, County of Orange, State of California, located at 1225 East 4t Street, described as follows: SEE EXHIBITS "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By: Joan McVay, an unmarried woman Dated By: Lance McVay, un unmarried man Dated lL o nna McVay, Trust 25C-115 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California > _"14) SS County of 9i-ange- ) On 499 .4) ?-%dD/ before1 e?1col4' ? c , •2.iG? personally appeared who proved to me on the basis of satisfactory evidence to be the person(e&) whose names( afe subscribed to the within instrument and acknowledged to me that he /try executed the same in lt?l'ierfthek authorized capacity(iss), and that by ltia 04'eir signatures) 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 is true and correct. Witness my hand and o ial seal. MICHAL-•L BURNS comm. 1880086 f NOTARY PUBUC•CAUFORNIA (SEAL) 5ANTA CRUZ COUNTY 4 C0MM1S51ON aP111ES FEB. 22. 201 (Signature) State of California ) SS County of Orange On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 is true and correct. Witness my hand and official seal. (SEAL) (Signature) 25C-116 State of California CALIFORNIA ALL-PURPOSE ss. CERTIFICATE OF ACKNOWLEDGEMENT County of n I am-9_c1g, On Sure a3` is b1efore me, Personally appeared J.... G ncc '() C U C,t who proved to me on the basis of satisfactory eviderrEe to be the personN whose nameN is/are& subscribed to the within instrument and acknowledged to me that he/sgeAtLay executed the same in his/he#th& authorized capacity(ieo, and that by his/)weir sign aturelFs),on the instrument the person(, or the entity upon behalf of which the person)N 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. KIM A. HAUBER WITNESS my hand and official seal. COMM. 01977439 NOTARY PUBLIC a CALIFORNIA ALAMEDA COUNTY Notary Public -6 MAY b 2016 ADDITIONAL OPTIONAL INFORMATION Although law does not require the Information in this section, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. DESCRIPTION OF THE ATTACHED DOCUMENT ?InQ(1?" 17e?U (Title or Description of Attached Document) Number of pages a Document Date Z_tanR_ r?. I aol a, (Additional Information) CAPACITY CLAIMED BY THE SIGNER ? Individual(s) ? Corporate Officer ? Partner(s) ? Attorney-In-Fact ? Trustee(s) ? other CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of C ?V_ t-«?A Ley fc 751'Z. before me, t-'i A. Z WJ0 On 81.: pp >f??°'f? Date Here Insert Name ?Tille of the Ottfcer personally appeared 0A li-?N 4-\ ("CA c..\' A -f Name(s) of Signer(s) ------------- ---- ------- -------------- 4AYLEY A. ZkYDEL COMM. # 1927505 z NOTARY PUBLIC - CALIFORNIA; ORANGE COUNTY My Comm. Expires March 4, 2015 who proved to me on the basis of satisfactory evidence to be the person() whose name(, 0! ap6 subscribed to the within instrument and acknowledged to a that , sFeht4y executed the same in h' ` en qir authorized capacity(igs), and that by N a /thdr signature( on the instrument the person(l), or the entity upon behalf of which the person(o 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. WITNESS my hand and official seal. Signature: " r ) Place Notary Seal Above OPTIONAL i Sig lure of la ' Publl Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: G c?a Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ? Corporate Officer - Title(s): ? Individual U Partner - Ll Limited U General Top of thumb here O Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: Signer Is Representing: Number of Pages: Signer's Name: U Corporate Officer - Title(s): U Individual ? Partner - ? Limited ? General Top of thumb here ? Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: Signer Is Representing: ® 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-878-6827) 25C-118 Item #5007 EXHIBIT "A" LEGAL DESCRIPTION Real property In the City of Santa Ana, County of Orange, State of Californla, described as follows: LOT 1 IN BLOCK "A" OF "SANTA ANA INVESTMENT COMPANY TRACT NO, 1, HUMPHREY'S ADDITION TO SANTA ANA", AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-385°04 25C-119 25C-120 RENTAL AGREEMENT (Loss of Rents) This AGREEMENT, made and entered into this 1 st day of August, 2012 by and between the property owner, Gallegos Brothers, LLC, a California Limited Liability Company (the "Owner"), and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ("City"). WHEREAS, Owner and City are in negotiations for City's acquisition of certain real property of Owner located in the City of Santa Ana, which is legally described in Exhibit A, attached hereto and incorporated herein ("Property"). WHEREAS, the Property consists of two lots of real property commonly known as 202 North Grand Avenue (APN Nos. 398-453-05 & 398-453-06). WHEREAS, the Property is currently used for commercial purposes. WHEREAS, it is City's desire to minimize or avoid incurring costs, damages, obligations or liabilities pursuant to any applicable federal, state or local relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. 4201-4655, the implementing regulation thereto set forth in 49 CFR Part 24, Government Code Section 7260, et seq. and/or the implementing regulations thereto set forth in Title 25, section 6000, et seq. of the Code of Regulations (collectively "Relocation Costs") due to City's possible acquisition of the Property, or any portion thereof, and Owner desires not to lose rental income due to the City's potential acquisition of the Property. WHEREAS, Owner and City agree to the accomplishment of this objective by allowing City to undertake lease obligations of those tenants that have or may vacate the Property before the City takes title to the Property or before the City takes possession of the Property, whichever is earlier. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, City and Owner agree as follows: 1. The term of this Agreement ("Term") shall be for a period commencing on August 1, 2012 ("Commencement Date") and shall terminate automatically on the earlier of (a) the date City acquires legal title to the Property or (b) the date City acquires legal possession to the Property by means of a court order of prejudgment possession in an eminent domain proceeding or (c) the date ninety days after City notifies Owner in writing that it will not seek acquisition of the Property for purposes of the Grand Avenue Widening project. 2. During the Term, City will pay to Owner on the first of each month following the Commencement Date, the monthly rental rate shown below as each unit is vacated, plus any utilities, services, operating expenses, taxes and rental adjustments as provided in the existing leases (the "Substitute Rent"), in consideration for Owner's agreement not to rent the vacant unit to any other person or entity and for performance of Owner's other obligations under this Agreement. City will pay a 10% late fee on the Substitute Rent if it is received after the tenth of each month. {00029870.2 } 25C-121 Unit Identification Rental Rate Vacation Date 202 North Grand Ave. 204 North Grand Ave. 206 North Grand Ave. 208 North Grand Ave. 210 North Grand Ave. 212-214 North Grand Ave. 216-218 North Grand Ave. $1,957.50 per month $1,631.25 per month $1,957.50 per month $2,392.50 per month $600 per month* $8,739.50 per month $1,087.50 per month Not Currently Vacant Not Currently Vacant June 30, 2012 Anticipated August 31, 2012 Not Currently Vacant Not Currently Vacant Not Currently Vacant *The rental rate paid for the residence at 210 N. Grand Avenue reflects a subsidized rental rate. 3. In addition to the amounts set forth in Section 2, within thirty business days following the full execution of this Agreement, City will pay the following amounts to Owner: a. $1,957.50 for each full month 206 North Grand was vacant before the Commencement Agreement, plus b. an amount determined by dividing $1957.50 by thirty (30) days to calculate a daily rental rate and multiplying the daily rate by the actual number of days in each partial month that 206 North Grand was vacant before the Commencement Date. The payment provided to Owner pursuant to this Section 3 is intended to compensate Owner for the Owner's lost rents from 206 North Grand Avenue beginning on the Vacation Date stated in Section 2 above and ending on the Commencement Date. 4. Owner will promptly notify the City, in writing, if any tenants occupying the Property provide notice to Owner of such tenant's intent to terminate its rental agreement and/or vacate the Property and/or if such tenant actually vacates the Property. The City agrees to pay Owner the Substitute Rent defined in Section 2 above for vacant units. The written notification to City of any additional vacancy shall constitute a mutually acceptable addendum to this Agreement. 5. In consideration for the payments to be made under this Agreement, Owner shall not rent or allow any re-occupancy of a vacated unit by any persons or business entities. 6. Should Owner, in violation of Section 5 herein, re-rent or allow any occupancy of Property, Owner shall be liable to the City and shall indemnify the City and hold the City harmless for and against any and all costs, damages, liabilities and/or expenses, including attorneys' fees and expert witness fees, incurred by the City in enforcing the terms of this Agreement, including any and all Relocation Costs incurred by the City as a result of Owner's breach of this Agreement and/or City's obligation to relocate any tenants of the Property. 7. The City shall not call on Owner to make any improvements to the Property, but Owner hereby specifically covenants and agrees to keep the property in good order and condition. The City will maintain any vacant units consistent with what the tenants have agreed to in their respective leases, including maintenance of tenant's insurance obligations. The City shall also maintain at its expense electricity to any vacated units to facilitate any necessary repairs, and for safety and security purposes. If City obtains possession of the Property before title passes to the City, the City covenants and agrees to keep the Property in good order and condition at its expense until title of the Property is conveyed to the City. 8. Owner reserves the right to enter onto and inspect the Property, and to make any necessary repairs to the Property, in accordance with tenant leases, as applicable. {00029870.2 } 2 25C-122 9. Any payment payable hereunder for any period of time less than one (1) month shall be determined by prorating the monthly rental rates set forth in Section 1, based on thirty (30) days in the month. 10. All notices required herein, or which may otherwise be given by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows: To the Owner at: Gallegos Brothers LLC 11262 Orangeview Road Santa Ana, CA 92705 c/o Robert Gallegos cc: Murphy & Evertz LLP 650 Town Center Drive, Suite 550 Costa Mesa, CA 92626 Attn: John Murphy To the City at: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Souri Amirani Nothing shall preclude the giving of such written notice by personal service. 11. Except as provided in Section 4, above, no amendments or modifications to the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on either of the parties hereto. 12. The terms and conditions of this agreement shall be binding upon the heirs, assigns, successors and personal representatives of the parties hereto. {00029870.2 } 25C-123 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written. OWNER CITY Gallegos Brothers, LLC, a California Limited CITY OF SANTA ANA, a charter city and Liability Company municipal corporation duly organized under the Constitution and laws of the State of California By: Its: Paul Walters, City Manager By: ATTEST: Its: Maria D. Huizar, City Clerk Approved as to Form: Sonia R. Carvalho City Attorney Jose Sandoval, Chief Assistant City Attorney {00029870.2 } 25C-124 EXHIBIT "A" LEGAL DESCP.IPTION {00029970.2 } Real fbllows: petty In the (]iy of Sara Ana, County of Orange, State Of Ca1[fornla, describes} as LOTS 1, 2, 3, 11 AND 12 IN BLOCK "D" OF SANTA ANA INVESTMENT COMPANY HUMPHREY'S ADDITION TO SANTA ANA, AS PEIt MAP TRACT NO.1, M?SCELLANEOUS REOORDS, OF LOS ANGELES OOUNTy, CALDFORNIA. BOOK il, PAGE 39, OF APN: 398-453-05 and 398-453-06 5 25C-125 25C-126