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HomeMy WebLinkAbout25D - BRISTOL ST PURCHASE AGMTS PHASE 3AREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 18, 2016 TITLE: APPROVE PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT NO. 136792 NONGENERALFUND) {STRATEGIC PLAN NOS. 6, 1G; 3,2C) r RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®t Reading ❑ Ordinance on 2nd Reading ❑ implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute purchase agreements for the real property acquisitions listed below, partial acquisition and temporary construction easement, and goodwill, if any, with the following property owners, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1 829 N. Bristol Trust, Lan Le 829 North Bristol Street Full $490,000 as Trustee (APN 405-262-22) 2 Robert Daniel Walker 1306 West 1 1th Street Partial $20,700 (APN 004-111-18) Marshall -Kelley, LLC 1220 N. Bristol Street Full $640,000 (APN 004-113-35) DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long-term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2017 and construction is anticipated to begin in summer 2017. 2513-1 Purchase Agreements for Bristol Street Improvement Phase 3A October 18, 2016 Page 2 Property acquisitions (Exhibit 1) are necessary to accommodate the improvements and widening for Phase 3A. Purchase offers were made based on the appraised values prepared by a State licensed appraiser, and accepted by the respective property owners. The purchase price for the aforementioned acquisitions is shown in the corresponding agreements (Exhibits 2-4). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans) and Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR No. 89-01). Due to several minor design modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an Addendum to the FEIS/EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $1,150,700 are appropriated in the Bristol Street Improvements Project (No. 136792) and available for expenditure in FY 2016/2017 in the Select Street Construction Fund (Account No. 05917661-66100), subject to nonsubstantive changes. Fred Mousavipour Executive Director Public Works Agency FM/EW G/J G/KN/ML EXHIBITS: 1. Location Map 2. Agreement for APN 405-262-22 3. Agreement for APN 004-111-18 4. Agreement for APN 004-113-35 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25D-2 4 (NTS) 10TH STREET 9TH STREET CIVIC CENTER DR. J*c1QTX -SUBJECT PROPERTIES -ACBBIREB PROPERTIES -/ -._._._._._.... L____ WASHINGTON AVENUE SANTA ANA Ttn.E: PURCHASE AGREEMENTS FOR CITY- BRISTOL STREET IMPROVEMENTS P W A �A� � PHASE 3A (PROJECT 136792 NONGENERAL FUND) (Strategic Plan No. 6, 1, G; and 3, 2, Cj 2501-3 PAGE 1 OF 1 25D-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2 016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and 829 N, Bristol Trust, Lan Le as Trustee (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 829 N. Bristol Street, Santa Ana, CA) (APN: 405-262-22) 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 Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, within sixty (60) 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 Four Hundred Ninety Thousand and no/100 Dollars ($490,000.00) 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 Agreement. EXHIBIT 2 25D-5 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing casts 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 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cast, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. 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 Pour Hundred Ninety Thousand and noll00 Dollars ($490,000.00). 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; 25D-6 (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. a. No later than three (3) days after close of escrow Seller shall have removed all merchandise, inventory, equipment, personal property, andfor removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by three (3) days after close of escrow. 6, Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are 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. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the 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. 25D-7 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers Pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B, This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 829 N. Bristol Street, Santa Ana, CA 92703 15. Exceptions. City agrees to accept title to said real property subject to the fallowing: NONE. 16. 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 17. Hazardous Waste, Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (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 25D-8 material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 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. 59601 et sem. (42 U.S.C, S9601). 18, Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. 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. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22, 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. 23. 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. 24. Governing Law, This PSA shall be governed by and construed in accordance with the laws of the State of California. 25D-9 25, No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. 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. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. 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. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25D-10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: 829 N. Bristol Trust, Lan Le as Trustee __ Date: F 2016 Lan Le, Trust City/Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved Assistant City Attorney RECOMMENDED FOR APPROVAL:. Fred Mousavipour Executive Director Public Works Agency Date: 2016 Date: 2016 Date: r 2016 Date: 2016 25D-11 EXHIBIT "A" LEGAL DESRIPTION All that certain rcal property situated in the County of Orange, State of California, descritw--d as follows; THAT PORTION OF LOURIE'S SUBDIVISION, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN QQQL-5LPAC;F i? OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 325 FEET WEST Or THE NORTHEAST CORNER OF LOT 4 IN BLOCK A OF HEDGES ADDITION TO SANTA ANA, AS SHOWN ON MAP RECORDED IN BOOK 31. PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES, COUNTY; RUNNING THENCE NORTH PARALLEL TO THE WEST LINE OF BAKER STREET, 200 FEET; THENCE WEST 174.2 FEET TO THE TRUE POINT OF BEGINNING OF A BOUNDARY OF THE LAND HEREIN DESCRIBED; THENCE WEST 144.2 FEET, MORE OR LESS, TO THE EASTERLY LINE OF BRISTOL STREET, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA, ANA RECORDED JULY 25, 1925 IN BOOK 591. PAGE a21 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF BRISTOL STREET, 50 FEET; THENCE EAST 144.2 FEET, MORE OR LESS, TO A LINE E\TENDING SOUTHERLY, PARALLEL WITH SAID WESTERLY LINE OF BAKER STREET, FROM SAID TRUE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID PARALLEL LINE 50 FEETTO THE TRUE POINT OF BEGINNING. Assessor's Parcel Number: A0405-262-22 --- 25D-12 EXHIBIT °B" (Commonwealth Land Title Company) 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 proration 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 which independently shall have the same effect as if it were the original, constitute one and the same instruction. 2501-13 in one or more counterparts, each of and all of which taken together shall When recorded, please mail this instrument and tax statements to: Clerk of the Connell 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 mcnoN 6103. SPACE ABOVE T11K LINE rOR RECORDEWS USE CANCEL TAXES APPROVEDASTO FOMIIIYMY_ APPMtOVED aY DCRECTOR DESCRIPDOE! QRITITUDY DESCRIPTION CRECXED•D,E. A. P. NUMBER 40926242 NWMAP NUMBER PIDNECT N"CR 929 N. Bristol Street, Soots Am, CA iSAED HUMEER FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, 829 N. Bristol Trust, Lan Le as Trustee Dc 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, Orange County, State of California, located at 829 N. Bristol Street, described as follows: SEE EXHIBIT °A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated : � w 2501-14 ,,,vara-Le;i'Fu—s ee All that certain real property situated in the County of Orange, Stag of California, described as follows. THAT PORTION OF LOURIE'S SUBDIVISION, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BQOK j FAa 4? OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT 325 FEET WEST OF THE NORTHEAST CORNER OF LOT 4 IN BLOCK A OF HEDGES ADDITION TO SANTA ANA, AS SHOWN ON MAP RECORDED IN BQOK 31 GE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES, COUNTY, RUNNING THENCE NORTH PARALLEL TO THE WEST CINE OF BAKER STREET, 200 FEET; THENCE WEST 174.2 FEET TO THE TRUE POINT OF BEGINNING OF A BOUNDARY OF THE LAND HEREIN DESCRIBED, THENCE WEST 144.2 FEET, MOPE OR LESS, TO THE EASTERLY LINE OF BRISTOL STREET, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA ANA RECORDED JULY 25, 1425 IN BCSQK 541. PAGE 221 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERLY CINE OF BRISTOL STREET, 50 FEET, THENCE EAST 144.2 FEET, MORE OR LESS; TO A DINE EXTENDING SOUTHERLY, PARALLEL. WITH SAID WESTERLY LINE OF BAKER STREET, FROM SAID TRUE POINT OF BEGINNING; THENCE NORTHERLY ALONG SAID PARALLEL LINE 50 FEET TO THE TRUE POINT OF BEGINNING. or's Parcel Number: 25D-15 I I I 10 - Ma identity erfificate verifies only the milty I' A notary public or other officer completing In!,, completing or "c r 0 p 0 notary Public 0 of 0 sign document f4 of the individual who signed the document to which this certificate is attached, e ess, accuracy, racy, or V, 11 ity c Eaot 1 truthfulness, accuracy, or validity of that document. n t truthfulness, fL and not the u � tin id State.of California County of On & b f --V— �//& � ore me, --------- 71M me personally appeared /444 f Po� -XUAW e'�� .e7sala who proved to me on the basis of satisfactory evidence to be the persong whose name(A isiiao subscribed to the within instrument and acknowledged to me that IA/shel#fey executed the same in W/her/thglr authorized capacity(IA), and that by /her/their signature($) on the instrument the person(d), or the entity upon behalf of which the person(oacted, 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. )NA RjMONTANO� ;ESS my�rand and official Seel. COMM 1993778 Notary Pulallo"ftarks LOSANGELES COUNW Signature ignatu0 (Notary Public Seat) DESCRIPTION OF THE ATTACHED DOCUMENT (Tile or description of allached document) ofaltached Number of Pages. Doclm ent Date CAPACITYCLAIMED BY THE SIGNER El Individual (a) • Corporate Officer (Title) • Partner(s) • Attorney -In -Fact C] Trustee(s) Other 2015 Version www. NotaryClacausaxorn $00-873-9865 INSTRUCTIONS FOR COMPLETING TMS FORM rj'f'f'in complies ivith crinval California stalulas ragswahcriuniny ivordingand, if needed, should ba the docinaeat. Acklmoledgmerace fivin other states may ba covioletedjorafeconnina belaff4ent to nial store so 70118 as the wording does nol requirw the Croffaidainamy to Wolcle California notary ima * State and County information must be the State mid County where the document signers) personally appealed before the notary public for acknowledgment. * Do to oftiotatization must be the date that the signer(a) personally appeared which must also be the same data flio acknowledgment Is completed. * The artery public must print his or her name as it appears within his or her commission followed by a comma and then you title (notary public). * Print the name(s) of document sigaer(s) NAw personally appear at ilia time of notarization. * Indicate the correct singular or plural forms by crossing off incorrect forms (Le. hei'slieftay— is lase) or cirellost ilia correct forms. Felture to correctly indicate this information may lead to rejection of document recording. * The notary sea] impression must be clear and photographically reproducible. Impression must not cover text or linea. If seat impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment about * Signature mCavi notary public must match the signature on file with the office of ilia country clerk. Additional inflarmiation is not required but could help to ensure this acssiowleditment is not misused or attached to a different docanneut. Indicate title or type of attached dcauinent, number of paw and date. Indicate the capacity claimed by the signer. if the claimed capacity is a corporate officer, indicate the title (i.e. C]30, CFO. Secretary), securely attach this document to ilia signed document with, astaple. 4111WI, PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on _________ 201 6, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Robert Daniel Walker, an unmarried man (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" and "A-1" —Legal Description and EXHIBIT "B" and "B•1"— Plat Map ATTACHED HERETO} AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1306 W. I Ith Street, Santa Ana, CA) (APN: 004-111-18) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions; to wit: 1. Conveyance by Seller. A. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. B. Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property described on the attached Exhibit "A-1" and depicted on the attached Exhibit "13-1" and incorporated herein by this reference. 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 deliverto 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 Twenty Thousand Seven Hundred and no/100 ($20,700.00) 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 Exhibit 3 25D-17 of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title.or to provide title insurance as required in this Agreement. 4, Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act• under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "C" 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, re -conveyance 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 "C" 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 5086 of the Revenue. and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, In obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. 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, temporary construction easement, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Twenty 'Thousand Seven Hundred and no/100 ($20,700.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within SIXTY (60) 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: 25D-18 (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said portion of real property to City; (c) Acceptance by City of a Temporary Construction Easement to City; (d) Delivery to City of the policy of title insurance as hereinabove provided; (e) Recordation of the Deed conveying said portion of 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 Seiler of all personal property. 6. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement 1s executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the 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 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on successors and assigns, hereby acknowled acquisition of the Property by Buyer, and claim for compensation for injury to the damages; claims for inverse condemnation; any "bonus value" attributable to any lease; behalf of himself, his heirs, executors, administrators, ges that this Agreement provides full payment for the Seller hereby expressly and unconditionally waives any remainder ("severance damages"); precondemnation loss of goodwill and/or lost profits; loss or impairment of damage to or loss of improvements pertaining to the 2501-19 realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 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." Seiler acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future. Nevertheless; Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. 'This acknowledgment and release shall survive the Close of Escrow. 14, Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 1306 W 11th Street, Santa Ana CA 92703 15, Exceptions. City agrees to accept title to said real property subject to the following; NONE. 16. 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. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term 2501-20 "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response. Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seg. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seq. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19, 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. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment, This PSA may not be modified or amended except in writing signed by the Seller and City. 22. 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. 25D-21 23. 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. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. 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. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. 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. 29. Authority to Execute Agreement. I Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. 39. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following at the time of construction of the proposed project: Construct an eight foot (8') wall east of the Said Real Property. Notify the seller of the construction date for the above wall as soon as a construction schedule is provided by the contractor. All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is -understood -and agreed by and between the parties hereto that, the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: NONE 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25D-22 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Robert Daniel Walker, an unmarried man Date: S�1 , 2016 Robert Daniel Walker City/Buyer City of Santa Ana Date: 2016 David Cavazos City Manager Attest: Date: 2016 Maria D. Huizar City Clerk Approved as to Form: Date: _ 0g.. , 2016 J e Sandoval Chief Assistant C y Attorney Recommended for Approval: Date: 2016 Fred Mousavipour Executive Director Public Works Agency 25D-23 EXHIBIT "A" (Part Fee Take) LEGAL DESCRIPTION LYING 1 . TE OF , i ! • V 1 ► '. P: i. i BRISTOL STREET AS SOWN ON 1l THENCE, ALONG SAID CENTERLINE OF ELEVEN'T'H STREET, NORTH 89031117" WEST, 137.04 FEET: •!1. i-. # 1. ! i • 1. ` ► THENCE, NORTTTF STERLY ALONG SAID CMVE 15.51 FEET THROUGH A CENTRAL ANGLE OF 9°21'18" TO A POINT OF REVERSE C:URVATLJRE 'TATH A CURVES CONCAVE SO1.TFHERj_, XyESTERLy, AND NORTHERLY, HAVING A RADIUSOF 43.00 FEET; 1 ► IA CURVE, CONCAVE SOUMVESTERLY, ► ! THROUGH A CENTRAL MULE 41 414 14AVING A RADIUS OF ! ALONG SAID CURNrE 14.40 FEET THROUGH A CENTRAL •ANGIE OF 9041'13" TO '�i N 1 ii LOT 19 OF SAID TRACT - CONTAINING AN AREA OF 344 SQUARE FEET, MORE OR LESS, NECORD, AND RIGHTS OF WAY, IF ANY rR SEPTENEBEIL28,2015 ANTHONY 2501-24 EXHIBIT "B" (Part Fee Take) PLAT MAP 1+3 ~Uisl86L N01*31' 41`E awn � e.3nans cn , Ld QE -i OE cn 4.1..1 4 4' N45* 16 45 W a � N05' 27' 44' 4 03'S3'41'"W ;11 ' ..y 1.0 04 r CP PRC "X is ly- C14 co CK cu CU it t�"1 J N J II M J •w �•--� h� `5.(�yy, .� N N40 W' CU ' s '.p 54.. co 0� wo 4.5 U U u V CU J J 1+3 ~Uisl86L N01*31' 41`E awn � e.3nans cn , Ld QE -i OE cn 4.1..1 4 4' N45* 16 45 W a � N05' 27' 44' 4 03'S3'41'"W ;11 ' ..y 1.0 04 r CP PRC PRC J 52M8'45'E ma wo cm N a c7 o ,ae 2501-25 10 cu" d �U Al }Vd P ull fj �U2 fit EXHIBIT "A-1" (TCE) LEGAL DESCRIPTION • e, . # ftog gabNORTHs ® AS f • COIvDOEN"GTiTa+1irAT THE INTERSECTION OF THE CENTERLINES OF ELE4Fa�ITI3 STREET AND BRISTOL STREET AS SOWN ON SAID MAP. THENCE,. ALONGx 5ASID CENTERLINE f BIYLIF7E elk ELEVENTH STREET, NORTH 89"31'127' WEST, 137.04 FEET; THENCE PERPF. NDICU-1-AR. TO SAID CENTERLINE Ok ELEVENTH STR=, WORTH 0028'48" EAST, 30.00 FEET TO A POINT ON THE SOUTH LINE OF LOT 16 OF SAID TRACT, SAID POINT BEFNG- THE TRUEPOINTOFBEGIN:1YWG,SAID TRUEPOINT OF BEGINNING BEING A POINT ON ANON -TANGENT CURVE, CONCAVE To THE NO)RT..Ii"GJEST, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 21008'45- EAST, THENCE> NORTi E STTR.Li[ ALONG SAID CURVE 15.51 FEET THROUGH A CENTRAL .ANGLE OF 9°2.1'18" TO A POINT" OF REVERSE C,' uR%rATURF. %riTH A. CURSFE, CON CAVE SOUFHERLy' WESTERLyY AND NORTHERLY, HAVING A. RADIUS OF 43.00 FEET - THENCE, EASTERLY, SOUTHERL-y, AND WESTERLY ALONG SAID CURVE 182.10 FEET THROUGII A CENTRAL ANGLE OF 242x838'09" TO A PO1NT OF REVERSE CURVATURE WITH A CLTRNE, CONCAVE SO STERLY, HAVING A RADIUS OF 95.00 FEET, THENCE, NOR.T IIWESTERLY ALONG SAID CURVE. 14.40 FEET THROUGH A CENTRAL ANGLE OF 8041'13" TO THE NORTH LINE OF SAID LOT 19 OF SAID TRACT - THE SHORTENED TO TERNMITATE EAST7ERrV IN THE EAST LINE OF SAID LOT IN HID LOT 19 CONTAINING ANk AREA OF, - 47 SQUARE FEET, NIORE OR LESS. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTTO iS, RESERVATIONS, F,ASFI Et+ITS OF RECORD, AND RIGHTS OF IVAY, IF ANY. THIS DESCRIPTION HAS BEEN PEPAREI BY NEE ON SEPTEMBER 28,' 015 ANTHONY C_ CUOib40, PLS 6042 ctv Anthuny� j Ca0mok @: dto. 4z R3 25D-26 EXHIBIT "B-1" (TCE) PLAT MAP Miii i !� i M I'YiiMIM f aiila! ! iliMtii i !Y fi �w#i Y iwai�.l1 v YyiIYY i � # p w z ir} m �� d U +OZU zh rIIi n ik1 4',p a1 4�Q o It ._ 4P? C4. rr K N T ON 441 Lu Dt 41 J .: ----- - II `0 0 i If"l a I(d7 . v l�J • i7 N t*.1 „�,a P 00 LfY ill :*. _-.i.M#;. l['_ `r Cr D E S ' N45° 16' 45',W N J tr) ~ 0 iQVC aJ" 0 a) `90 °�3'41AW M� N05`27'44'W SO A C.5 U 0 C.) U Olt J J w {Yi Q'j. Q'+ 0 r PRC° di' PRC GI 5 i 1w3 IDi.1l8E[ a m� �}. u k N01*31'41°E — Miii i !� i M I'YiiMIM f aiila! ! iliMtii i !Y fi �w#i Y iwai�.l1 v YyiIYY i � # p B A3ANnS ir} F-� W z n OS 1 i 4E oti Ld I S46' 4'22-W E S ' N45° 16' 45',W mo°� ~ 0 °�3'41AW M� N05`27'44'W SO illLn ti 03 w {Yi Q'j. Q'+ 0 r PRC° di' PRC GI 5 i a IA �}. u k t f � Sal °08'45'EJ Z -N23°26' 4iE*E I ° too * 1 0 d o a) . ti. {vra Mc'r Ga 5f ry J 2501-27 EXHIBIT "C" (Commonwealth Land Title Company) 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 proration 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. 25D-28 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 6101 SPACE ABOVE THIS LINE FOR RECORDERS USE CANCEL TAXES X APPROVED AS TO PgRM 11Y A'PfY. APPROVED BY OBtECI'OR DESCRIPTION WRI'ITENBY DPSCIt1P'1'[ON CBECRED-QA, AP NOMBPR004-111-13 RAVMAP NUMBER PROJECT NWKIk 1306 W. I I dt Street, Santa Ana, CA 92707 DEP.D MEMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert Daniel Walker, an unmarried man 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, Orange County, State of California, located at 1306 W. 11th Street, Santa Ana, CA 92703: SEE EXHIBIT 'A' and `B' ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By: " Robert Daniel Walker 2501-29 EXHIBIT `A' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES - AP No. 004-111-18 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 19 OF TRACT NO. 1290, PER MAP RECORDED IN BOOK, 39, PAGE 39 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE INTERSEC"CION OF THE CENTERLINES OF ELEVENTH STREET AND BRISTOL STREET AS SOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF ELEVENTH STREET, NORTH 89°31' 12" WEST, 13704 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE OF ELEVENTH STREET, NORTH 0028'48" EAST, 30.00 FEET TO A POINT ON THE SOUTH LINE OF LOT 16 OF SAID TRACT, SAID POINT BEING THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF BEGINNING BEING A POINT ON A NON -TANGENT CURVE, CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 21 °08'45" EAST; THENCE, NORTHEASTERLY ALONG SAID CURVE I5.51 FEET THROUGH A CENTRAL ANGLE OF 9°21' I8" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE SOUTHERLY, WESTERLY, AND NORTHERLY, HAVING A RADIUS OF 43.00 FEET; THENCE, EASTERLY, SOUTHERLY, AND WESTERLY ALONG SAID CURVE 182.10 FEET THROUGH A CENTRAL ANGLE OF 242°38'09" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 95.00 FEET; THENCE, NORTHWESTERLY ALONG SAID CURVE 14.40 FEET THROUGH A CENTRAL ANGLE OF 8°41' 13" TO THE NORTH LINE OF SAID LOT 19 OF SAID TRACT. CONTAINING AN AREA OF 344 SQUARE FEET, MORE OR LESS. ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY TEAS REFERENCE MADE A PART HEREOF, SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN VAND S(� SEPTAREDR 28,, EBY EON 015 ANTHONY C. CUOMO, PLS 6042 Anthony th CUOMO t. No. Q OF 25D-30 Evh 31 0 0 r c o I hO00 6 O MM O N ON V/,V 2 1-a V5 pi �- jlLk� p Cl) 0ki JE� 2 1[ w � � QOsW a WW/- GN In d' N to (`7 O (U •-� .-. �� -4 \J z I W 06 N N. it L�L1 I if 00 J M J M o4 dpi N J Li'7 J ;-� It N '~7 S S:a�Q. S.�P Vym fy< 1 q LU e 64 w co Kuz- q 4 d 4 Z Z MtI- �Z U u U L...) u O W tl! �S Tr \\'' rr7 -IoiSLOQ it Ed N01031`41"E '1SNd0 _ '8 I 1.3ANnS V) d u U u (i LSI +' ^^��� a / I W e W ,oe _j I OE co M W Fa < N S46° 4' 22' W CS — N45° 16' 45" W L m®°` 0 — X60 N 4 N CL o I M NOT 27' 44" W N S034 53' 41" W l<° M S o M L1 V ra ! s o N dl .-r T O M J U ti N M PRC z PRC o mi ° o W N G J S21°0E3'45"E N23e 26' 54' E < i w v0 0, 0 10 x" • In F- OJ eOM I (UO �M O � 0! tin ui �h r -t Z Evh 31 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of()t) t-C,t LO� r� ) / On L1`�1L e.c i t ii(�4 before me, LZ - i rh&L,P— 1.Drono,,— (inserttt name and title of the officer) personally appeared toerf U/'i of e1 (Al fA ,I ' r, who proved to me on the basis of satisfactory evidence to be the persons) whose name(45) isl subscribed to the within instrument and acknowledged to me that he//tbey executed the Same in his/tyerlthit authorized capacity,(ieo, and that by his/(der/their signature( on the instrument the person(sy, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 25D-32 'WM 4d-74 4 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 -ABOVF THfS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY, APPROVEDRY DIRE(11'DR DESCRIPTION NMI TTEN Bt' DGSCRIPI'[ON CHECKED -0 K. A.P. NUMBER 004.111-I8 Ww MAP NUMBER PROTECT NUMBER 1306 W. I Ilh Smet, Santa Ana, CA 92763 OECD NUN[RL'R. TEMPORARY CONSTRUCTION EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert Daniel Walker, an unmarried man Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, A temporary construction easement over that real property in the City of Santa Ana, County of Orange, State_ of California described on Exhibit `A' and shown on Exhibit 'B', which exhibits are attached hereto and by reference made a part hereof. IN WITNESS WHEREOF, the grantor hereto has caused this Temporary Construction Easement peed to be executed as of this day of 2016. Dated: Ocr C/, 9, 016 _ By Robert Daniel Walker 2501-33 EXHIBIT `A' LEGAL DESCRIPTION FOR RIGHT OF WAY PURPOSES ­ AP No. 004-111-18 BEING A 5.00 FOOT STRIP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, SAID STRIP BEING A PORTION OF LOT 19 OF TRACT NO, 1290, PER MAP RECORDED IN BOOK 39, PAGE 39 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE NORTHEASTERLY LINE OF SAID STRIP BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF ELEVENTH STREET AND BRISTOL STREET AS SOWN ON SAID MAP; THENCE, ALONG SAID CENTERLINE OF ELEVENTH STREET, NORTH 89°31'12" WEST, 13704 FEET; THENCE, PERPENDICULAR TO SAID CENTERLINE OF ELEVENTH STREET, NORTH 0028'48" EAST, 30.00 FEET TO A POINT ON THE SOUTH LINE OF LOT 16 OF SAID TRACT, SAID POINT BEING THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF BEGINNING BEING A POINT ON A NON -TANGENT CURVE, CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 95.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 21008145" EAST; THENCE, NORTHEASTERLY ALONG SAID CURVE 15.51 FEET THROUGH A CENTRAL ANGLE OF 9021'18" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE SOUTHERLY, WESTERLY, AND NORTHERLY, HAVING A RADIUS OF 43.00 FEET; THENCE, EASTERLY, SOUTHERLY, AND WESTERLY ALONG SAID CURVE 182.10 FEET THROUGH A CENTRAL ANGLE OF 242°38'09" TO A POINT OF REVERSE CURVATURE WITH A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 95.00 FEET; THENCE, NORTHWESTERLY ALONG SAID CURVE 14.40 FEET THROUGH A CENTRAL ANGLE OF 8041'13" TO THE NORTH LINE OF SAID LOT 19 OF SAID TRACT. THE SOUTHWESTERLY LINE OF SAID STRIP SHALL BE LENGTHENED OR SHORTENED TO TERMINATE EASTERLY IN THE EAST LINE OF SAID LOT 19 AND WESTERLY IN THE WEST LINE OF SAID LOT 19. CONTAINING AN AREA OF 247 SQUARE FEET, MORE OR LESS. Page 1 of 2 25D-34 ALL AS SHOWN ON EXHIBIT `B', ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF, SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS OF RECORD, AND RIGHTS OF WAY, IF ANY. THIS DESCRIPTION HAS BEEN PREPARED BY ME ON q tANQ SU SEPTEMBER 28, 2015�as Rye f ANTHONY C. CUOMO, ALS 6042 kthony� CUOMONo, 6 2 Page 2 of 2 25D-35 o a oLl z 0 O © 00 Cvi h.. CO 4 0 r - m m v �Ev biv y0ZU L6 <Y It In 11 �J� M0 p� II II ff� 0.' O JO p�y �' CU D' O N W < v '°�.�� 0 4 Don z o� �> n� n °J(Ij r * c° �- II a g Z w ate. 0 n1 n n 11 Co 11 s° gh y 4 N N O 0� S''�J'0 5�1 h V l a 7 0� (1) M N N O z MO2yk 4 4 411 d ^ (K%"� h(j�W M Lr) N J<Z h u U u u u J J 0 I EC4 mrd( 1S I[]1SIcy€I w m N01°31' 41"E 'J.SN00 o ,l3/ ans C h n. a S u Q V r w z 0 a Li Jc 0 0E W m W W I OC io w S460 14' 22" W — —0 E0 0,, i CS N45 16' 45" W o m0 f Ir 0 WZU 0 O o ^ d0 S03° 53' 41" W m NO5° 27' 44" W ~ 6 x o f� _3 Y N of 0 U N M U O 07 U 2 mn N PRC l z PRC o m N O V J W d LC �. �._ —" � 4 W Nv r G� 0 " w I _. 1.J Ili z m l S21* 08' 45 z az" co co. v�wn W TO'To 16 a�am Rte. OD co Z m O F- 0.1M !fl °.10 0 n� n O O N N nw�n z z X ooia o I © 0 Sza z J ry ,OE i ,OE Exhibit B 25D-36 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or ..validity of that document. State of California County of b nn } p On 1)C1h)bP4 +t (?!(P beforeme, l I / CL12)yle:�.— — (insert name and title of the officer) personally appeared �'r"` who proved to me on tl a basis of satisfactory evidence to be the personnAwhose nameWis/af6' subscribed to the within instrument and acknowledged to that he/sbeftey^executed the same in his/her/tbeif authorized capacity(jor and that by his/on(theirsignature(s)'`on the instrument the personK, or the entity upon behalf of which the persona 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 25D-37 43;AiAItIL. ...n ,x� 25D-38 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on ------------------ 2 0 1 ----------------,201 6, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and MARSHALL -KELLEY, LLC (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" and "A-1" — Legal Description and EXHIBIT "B" and "B-1" — Plat Map ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1220 North Bristol Street, Santa Ana, CA) (APN: 004-113-35) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. A. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. B. Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property described on the attached Exhibit "A-1" and depicted on the attached Exhibit "B-1" and incorporated herein by this reference. 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 Six Hundred and Forty Thousand Dollars and no/100 ($640,000.00) 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 EXHIBIT 4 25D-39 title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties In the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "C" 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, re -conveyance 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 "C" of the General Provisions of this Agreement. 6. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cast, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and al! 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, temporary construction easement, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Six Hundred and Forty Thousand Dollars and no/100 ($640,000.00). City agrees to deposit said purchase 2501-40 price in escrow with the Escrow Agent within SIXTY (60) 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 portion of real property to City; (c) Acceptance by City of a Temporary Construction Easement to City; (d) Delivery to City of the policy of title insurance as hereinabove provided; (e) Recordation of the Deed conveying said portion of 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 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. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the 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. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the 25D-41 acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or In connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 9662 Bixby Avenue, Garden Grove, CA 92841. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. 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. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (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 Cade, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 25D-42 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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et se . (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 sem. (42 U.S.C, S9601). 18, Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. 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. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. 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. 23. 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. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25D-43 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficlary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 2& 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. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. 30. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto In addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: 0M011� All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: NONE 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25D-44 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: MARSHALL -KELLEY, LLC By " Date: , 2016 Lindb Kelley I. Its a --V &t4 E41 By tFC jr t3t t, Date: `17 =, 2016 Richard Marsha Its t C — Burk, M City/Buyer City of Santa Ana David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as Assistant City Attorney Recommended for Approval: Fred Mousavipour Executive Director Public Works Agency Date: , 2016 Date: 2016 f Date: r..! 2016 Date: 2016 25D-45 EXHIBIT "A" (Part Fee Take) LEGAL DESRIPTION ` • • 4 1 ' ' r • 1 `• 1 &MMUM I P 21 N IMI III I Rl MM 1 r Mi, • •t I, ► i 1 COMTL 1AT 1 1 • it r AS SHOWN ON ! tTHENCE, ALONG• 1r cENTERLRIm OF wAsHNIGIGNNORTH 7414 FEET' THENCE, PERPENDICULAR TO SAIli CENTERLM OF WASHINGTON 1.00 FEET TO A POINT ON i 1 OF D LOT 1, SAM POINT BEING i POINT OF THENCE, SOUTH43053'38' EAST, 13.80 FEET TO A POINT ONA LINE, SAID LINE BEING PARALLEL WITH AND 64.00 FEET WESTERLY FROM SAID CENTERIM14E OF BRISTOL STREETI i i• Ir ' 1 i' 1 r 1 1 , tr IM•- is 1 •:: 1 •1. ') II1 RECORD,�AND RIGHTS OF • 1 ANY • '';a'.I' Sr BY INOON SEPTEMBER28,2015 25D-46 EXHIBIT "A•1" (TCE) LEGAL DESRIPTION AS SHOWN ON SAID MAP-, TEIMCE, ALONG SAM #N OF WASHINGTON .OR 144r WEST, #SWM, PERPEl=CUU4R TO SAID C04TERLIM OF # i 045'13%'WEST30.00 FEET TO A Powr ON THEmRTH LINE OF sm LOT i, sAm POINT BEING THE TRUE POINT OF REGIN?QNQ THDXE, SOUTH 43l'5'Y3&'EAST, 132D FEET TO APOINTON A LWESAM LINE HEM PARALLEL VXM AND 64 00 FEET 'A�Y FROM SAM CENTEP� OF BRISTOL # ' .v.'. # # i it go IN Afvili1... ... :# # all.t I. 25D-47 RECORD, AND RIGHTS OF 1'. ANY THIS DESCRIPTION HAS BEEN PREPAREDHYMEON E' i ", it ! ! j}4 CUOMO,ANTHONY Q 6042 6. f Mev j: 25D-47 EXHIBIT "B" (Part Fee Take) PLAT MAP Cz] 'W", o p7 0 0 W w co SO bJ Cd C5 C7 6 + cf 6rW9 m ftj Ci] U I.fJ ' �-1to cv Ir v v- %r 'ar v Por .r v- eu oj n „., 0 OD C+1 x(ri 0 � dig OD is* 10 ST ------------ v lull 4DJ N F9 .rte hIC➢1' 31' CF r 27.4, :9 7" .. -r rtaWOE Ldi Y—•Y , a,, < i .oc Nal 31 41"E 1'��, 4L{ dl. 0 25D-48 �r 0 EXHIBIT "B-1" (TCE) PLAT MAP b m b h 6 b o"61 '0 'm '0 N .9 co OD m m 0 O'Do CDn 0 in CU It DK ;�p ;rl og at 4 . z CD N N I� P, CO ru .4- V��w it ;v ;r ;t zr �o Art, > 40 5 v OD co OD co zzz zTig?zzz A 7� 283, 3' T 12TH ST (4.1 u v —101 T — — — — T fu 'b N01031'41'E 114, 80' Q LO tj N0,103VWE 180. le, to -J, & w Tt CIS m In ZAU co In F. U to t 2501-49 EXHIBIT "C" (Commonwealth Land Title Company) 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 proration 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. 25D-50