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HomeMy WebLinkAbout25F - AGMT - BRISTOL ST PHASE 3AREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 17, 2017 TITLE: APPROVE TENANT- INTEREST PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS, PHASE 3A (PROJ. NO. 136792 NONGENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) CITY I AGER CLERK OF COUNCIL USE ONLY: r•.• _r ❑ As Recommended ❑ As Amended ❑ Ordinance on 1'1 Reading ❑ Ordinance on 2°d Reading ❑ Implementing Resolution ❑ Set Publlo Hearing For -_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute purchase agreement of Tenant Interest in the property listed below and goodwill (if any) with the following property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Amount known as / location Taqueria De Anda/ 1 George De Anda 1221 North Bristol Street and $220,465 1240 West Washington Avenue (APN Nos. 405 - 274 -12. -13) 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. The acquisition of the tenant - interest is necessary to accommodate the improvements and widening for Phase 3A. The above listed tenant agreed to quitclaim all of their tenancy interest including loss of goodwill for the listed purchase price. The purchase price was made based on the appraised value prepared by a State - licensed appraiser, and the offer was accepted by the respective tenant - seller. The purchase price for the acquisition listed above is shown in the corresponding agreement (Exhibit 2). 25F -1 Tenant Interest Purchase Agreement for Bristol Street Improvement Phase 3A January 17, 2017 Page 2 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). Approval of this item also supports the City's efforts to meet 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 $220,465 are anticipated to be received by the end of January 2017, and until such time, expenditures will not be incurred until receipt of funds and Finance approval. Funds will be available in the Bristol Street Improvements Project (Account No. 136792) for expenditure in FY 2016/2017 in the Select Street Construction Fund (Account No. 05917661- 66100), subject to nonsubstantive changes. Jr- savipour Executive Director Public Works Agency FMMG /JG /KN /ML APPROVED AS TO FUNDS & ACCOUNTS: Wire s . r nos �\ . �J Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. Agreement for APN Nos. 405 - 274 -12, 405 - 274 -13 25F -2 iNTS? MATCHLINE SEE BELOW RIGHT 10TH STREET 9TH STREET LEGEND: t- W W Ci E y J O H Cf) m sm— vueaecr FROPERTIE6 -A C9u Il?[o PPMPCR'llEi CIVIC CENTER DR. F-T ---i L-j- WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA TITLE PURCHASE AGREEMENT FOR II CITY COUNCIL BRISTOL STREET IMPROVEMENTS P W A AGENDA DATE PHASE 3A (PROJECT NO. 136792 JAN. 17, 2017 NONGENERAL FUND) PUBLIC WORKS AGENCY (Strategic Plan No, 6, 1, G+ and 3, 2, C1 25F -3 PAGE 1 OF 1 25F -4 SELL ALL (NO SALVAGE) Project: Br'l t l Street j=ioveniejjtjPjQject - Psase A APN: 405 - 271.1?, & 1,3 , Tenant - Seller: Georpol)r Audq AGREEMENT FOR ACQUISITION OF TENANT- SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this day of 2016, by and between THE CITY OF SAN'T'A ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Buyer "), and George Dc_Anda ( "Tenant- Seller ") for the acquisition by Buyer of certain interests in real property described heroin, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: I . AgLtRFMENJ, Tenant•Seller agrees to sell and convey to Buyer, and .Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements ") located in, on, or affixed in any manner to the promises known and nrunbered as 1221 'N, Bristol Street, Santa Ana, California and 1240 W. Washington Avenue, Santa Ana (".Premises") which Premises are part of that real property described in Exhibit A'attached hereto, located in the City of Santa Ana,, Orange County, California (" Property "), and (b) any truancy 'interest of Tenant- Seller ( "Tenancy Interest ") in and to the Premises and the Property, The Improvements to be conveyed by T'rrlant- Seller are a pant of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to t4 Realty attached hereto as Exhibit B, 2. PURCHASE PRICE, The total purchase price, payable in cash through this Agreement, shall be the sum of: TWO I- JUNDIIED TWENTY T'HOESAND FOTJR HUNDRED SIXTV -FIVLI AND N�00 DOLLARS ($220,465A0) ("Purchase Price ") which is computed as Value of Conveyed Improvements as shown on Exhibi $120,465.00 Loss of Business Goodwill $100,00100 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $220;465:08 3. . Tenant- Seller agrees to execute a Quitclaim Decd in Elie same form as that attached hereto as EXLiLtftC in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer, all right title and interest in and to the Tenancy Interest as of February 1, 2017, 4, Teirant- Seller will vacate the property by February 1, 2017, 4,163755.1 -- N 1565.1 Exhibit 2 25F -5 5. CQNVEYANCG OI' rN- rGREST IN IMI'ROVEMLNTS. The Quitclaim Deed will also convey from Tenant - Seller to Buyer all of Tenant- Seller's interest in and to the Improvements, which conveyance shall be fice and clear of all recorded and unrmor-ded encumbrances, lions, assessments, leases, and taxes. Unless otherwise provided, recording of tine Quitclaim Deed and Closing (as defined below) of the transaction 'described herein shall be subject to Tenarnt- Seller's vacation of the Premises and proof of clear title to all said improvements having been obtained and received by Buyer in. accordance with Paragraphs 9 and 10 of this Agreement. 6. RECOIRDINCX: Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. y, CERTII ICr#IC)N OF OWN R HI'. Tenant- Seller hereby warrants and certifies under penalty of perjury that Tenant Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant- Seller for tile purpose of creating any lien, enournbrance, or security interest in any of the .Improvements, and that the Tenant »Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a,) Trust Deeds on Elie Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO FN'1'ER PREMISE . Tenant- Seller hereby grants Buyer or its authorized agent's pernnission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspoetions, provided Buyer provides seven calendar days notice to Seller, and Seller agrees in writing that the inspection time proposed by Buyer will not unreasonably impair of affect Seller's operations at the Premises. 9, BULK. S Ll . In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and /or a report fronn the Secretary of State's Office as to filings of security interests covering the Improvements. 10, CONFLIGT-j_NO INILRESTS. In the event any eonficting claim of title ar flay security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold all amount otherwise payable to Tenant -Seller es is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien, The withholding of such finds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant- Seller do not exceed the net animmt to be paid to Tenant - Seiler through this transaction, Buyer will not pay out the withheld finds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A ,general creditor's claim shall not be deemed to be a claim against arty specific item of Improvements and Tenant - Seller hereby agrees to accept all responsibility therefore, Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with tine 'Premises other than the Inzproveluents. Ii. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant- Seller's interest in the Improvements, Tenant- Seller hereby consents to tine dismissal of such action and waives any claims for connpensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified 4463755.1 --N1565.1 25F -6 herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 12. CLO IS NG;. PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction, At 'Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenam Seller for any and. all current and/or delinquent taxes and any penalties and interest thereon against the Improvements and the Tenancy Interest, and for any delinquent or non-delinquent assessments or bonds against tle.Improvemenis and the Tenancy Interest, B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs S and 10of this Agreement;, C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13, FULL AND COMPLETE SETTLEMENT. A. Tenant - Seller hereby acknowledges that the compensation paid to Tenant Seller through this Agreennernt constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Bit or's acquisition of the irn)rovements andand the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not Iirited to the value of the improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondermnation damages, and any and all other claims that Tenant - Seller may /save, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Improvements and the Tenancy hrt.erest . Tenant -Seller hereby disclaims any right, title or interest h1 or to the Premises. Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees "), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have; or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Improvements and the Tenancy Interest, Additionally, TenantrSeller hereby expressly and unconditionally waives any claims (known or tutlolown) including loss of goodwill, statutory interest, claims for inverse condemnation or unreasonable pre- condemnation conduct, or any other compensation, damages .or benefits, arising from the acquisition of the Improvements that Tenant - Seller may have against Buyer, its official's, representatives, and attorneys. B. Seller acknowledges that, in aceordance with applicable provisions of California law, Seller may otherwise be entitled to the payment of relocation expenses, compensation for loss of goodwill, just compensation, inverse condemnation, unlawFal pre- condemnation conduct, and other benefits and claims other than those expressly provided for in this Agreement in connection with Buyer's acquisition of the Property. Seller, on behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer's performance tinder this Agreement constitutes full and complete satisfaction of Buyer's obligations to Seller with respect to such claims. Seller acknowledges that it may be entitled to bonefits tinder the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 United. States Code 4463'M.1 -,N[565,1 25F -7 seotion 4601 et, seq. and /or California Relocation Assistance Law, as amended, or dw Real Property Acquisition Relocation Assistance Rules and .Regulations. As a result of this Agreement, Buyer waives any right to relocation assistance, moving expenses, at, other payments to which )Buyer might otherwise be entitled reader the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 United States Code section 4601 et. serf. and /or California Relocation Assistance Law, as amended, or the Real Property Acquisition Relocation Assistance Rules and Regulations, as payment for said benefits is acknowledged to have been compensated for pursuant to this Agreement. 14, ACKNOWLEDGMENT CONCI~RNING CIVIL CODE SECTION 1542. Tenant - Seller aelmowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code §1542„ which provides as follows;. "A general release (toes not extend to clairxrs which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her (must have materially affected his or her settlement with the debtor." Tenant - Seller acknowledges that it .and any others acting oil its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tonaht- Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting our its behalf may have under California Civil Code §1542, or Linder any statute or common law or equitable principle of similar effect. Teruant- Scher; 15, CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant- 5ell.er with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO JPMCUTE, Tenant - Seller and Buyer agree to execute and, file any additional agreements, consents or other documents reasonably necessary to effect the fall and complete settlement and purchase of the Improvements and the Tenancy Interest. 17, AMI-(1IZTZATION TO LrXECU'l E. Tenant - Seller, and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant -Sellor and Buyer respectively, 13. Comp ti_omisE IN SETTLEMENT, This Agreement is a compromise in settlement of 15ending or potential litigation between Tenant - Seller and Buyer and "shall never be treated as an admission by Buyer- for any .purpose of liability or as to value of any property ar claim. 19. SURVIVAL OP RTGILTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 4467755.1 -- N15ft 1 25F -8 20. WARRAN'T'IES, REPRESENTATIONS AND COVENANTS OF •IENANT- Sh,L,LER. Tenant - Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best'ofTenant- Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any Portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant- Seller shall maintain the Improvements and the Premises in good 'condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises, C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenain- Seller's title to the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order, E, To the best of Tenant - Seller's knowledge, neither the execution of this Agreement trot° the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant - Seller, the Premises, tine Improvements or the Tenancy Interest may be subject.. F. Until the Closing, Tenant - Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as Of Closing, immediately give written notice of such fact or condition to Buyer. 21, HAZARDOUS WASTE. Neither Tenant, Seller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property or the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant- Seller shall not cause or permit the presence, use., generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Ilazardous Materials to or from tha Premises. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United. States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous Waste ", or "restricted hazardous waste" under §25115, §25117 or §25122.7, or listed pursuant to §25140'ofthe California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" tinder §25316 of the California Health and Safety Code, Division 20, Chapter 6,8 ( Carpenter »Prestey - Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "hazardous waste" under §25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under §25281 of the California. Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant 4403755.1 -1,1I565.1 25F -9 to Section 311 of the Clean Water Act, (33 U.S,C, S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 at seq, (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42: U.S.C. 56901, et seq,(42 U.S.C, S6901). 22. QOMPt.dANCE WITH ENVIRONMENTAL LAWS. To the best of Tenatrt;Seller's Imowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation,, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations and ordinances of the city within which the subject Property is located, the California Department of 1-lealth Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus.. 23. h•UEhJH Y. Tonant- Seller agrees to indcnrnify; defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting fiom, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use; generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, Linder, in, or about, to or from, the Preralses. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment, This indemnity extends only to acts or omissions of TenantmSeller herein, 24. ATTORNEYS' FEES, If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable stun as its attorneys' fees and costs. 25, COUN I "ERPAR'T'S. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. 13 NDlN(' EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, execrltors, admtiaistrators, assigns and successors of the parties hereto. 27. EN IRE AGREEMENT, This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the clay and year set forth hereinabove. 4165755.1 -- N1565.1 25F -10 Mailing Address of Tenant- Seller Tenant - Seller George De Anda By: Date: f Mailing Address of Buyer Buyer 20 Civic Center Plaza, M -30 THE CITY OF SANTA ANA. Santa Ana, California 92701 4463735.1 -- N1565.1 By: David Cavazos City Manager Attest: By: Maria D. Haizar City Clerk Date: __ Approved as to Form: By: —. J u M. Punk A sistant City Attorney Date: i^ Recommended for Approval: By; Fred Mousavipour Executive Director - Public Works Agency 25F -11 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that ceitain real property slUlated to tilt county of state of C:allfornle, described as follows: Lot 32 of marl: nn. 'a? a, 11) the City Of ` MIlta Ana, County of 41-611ge, State Of Califorlala, as per Map filed In ax jI 2l. FrtciF.i of Miscellaneous lilape, in tI,je office of the County Rei_ol-CIPI' of said Ccuu7ty, Except tine Southerly forty feet thereof. Assps,�ol -'s- p -,_dal NItlmnhFr• 405-i4-12 All that cel'kain rest property sltuatecl ill thH C:uunty of Crancle, "Rate of Cal'lfornia, described as follows: Got 31 of jLaC h[' �'�� 111 CI1e Clty of r3anta Alaa, i�OUltty t7f Cfrangr, `3ttiate of C�alifolllla, a5 shown oil a Map tht"�reof recorclecl Ill nrlt ?cane 7 of hllscellaneous Maps, F:ecords of Bald change: County, N1rC(9,-(Vur11bc' 4405- 274-13 4463955,1 - •N1565.1 25F -12 EXHIBIT I3 IMPROVEMENTS PERTAINING TO THE REALTY (..II') IMUP'l'CJL EN'f 1- RPICISL'$'DnA 1'AQLJIA1A 11i ANDA M4PI'WViiiv11 W1'S 1'1 "RI'AI 1,10 110 11 M RL'•'.AIA,y kFFTC:`I'iV S i I:+r1TH C:l V V ALU r -1`, SB.RVA RY r , 2616 Pair Marlivl lu.m vrillu, Its No. Qtv. Uh..sorlpflolt Placo I 2 Chaswolleltwsighs,18 "-2 =4" high, mcinlm0iaul, $144,Doo intrrioil111maimilion, jAtWu ftistdu,,"'14gvorin Do Amid 'I'Ito Moxican'I'uan' °; wnli,nia anted ;? I G'huartrel Icstibrslp,n, 12" I U" Itiglt, anotnl oabBtul,lulcrktr 4,SSi) iltutulirnlion, plastic fitstjta, "'Cutlucrllr 1.)a dada ", vmill- 3 I C•lttctfiuu'i I�II,S:I' ait,n,. 12" lriit, wulnl c;niritaul, luki,rlul' 3,ftso il1nittiilatEnn, Plastic fascia, "I'tlto hluxican'1`,tca:r ", wall - rnc�unCcd 9 i '1` lava• vrnllaw ,rvleoutwindvxw, sra.inlcaa, I'm slcul i'ramw,,lslacyg,7 I`trlditrgrlr yrn, NirritAlcns stoGl scrvloo actuator, 213" x Iti" S 3 Exit• tior' diadoca ll oplo, palowl ,;Cec"IcrtaxirUc,tf.ruti„tl 2,166 fauna, angled t1 101 covori11g, mil 1.ta, mill lad, k0l)s s4i,f$ Of, 6 1 Nlt:7+ti sil;aa,'I' x IS", (wall] I!nrnit., phis'lia fascia, with 26U Iuinled Aral >hic Ic. +tcrini,;uul ancnu ilr m Ltrapitiaa 7 14 856 +t4eo i'sen^dn, a,,laluQt [rtdtctl, tvilh 2 putiust,ils, 12" x 4" x IV, c olteraflo U 10 Pxirrior rokwo d cfm twghi:,, 6" 41nniclu, tP,.i,3resccatl :1,9.511 5t i 1y,daa-hr. -7icr, harll:ut; Ps1,xCal r,n,: 711 -i:1sd 2 >'t'S psiSnn, I,7A 7S,1f)tl I1't'UI L, taaturul µas, v; ills Iocdcstnl, caPthgimdre airaiu and Ilu a raul'vant lit 4 Irincor ,11110, V(X'550d, Uutntcl dolt ,aatnl, WAIL toll, 5,17's a�u4tlnrrltrtui:u', plriutpiu8 I I t Scratarity door, 36" e 82 ", lithalar nreanl, towdt t.r,mkii eK `ISrl 25F -13 GD RRISTOL l;l T1sii€'RMRS DBA `['AQUERIA is F, AI DA 1 91'!t {)Vtilblfiil'I "5 PC,lt'1`t41t'lIh10'I.'0 TI ll:i REALTY l:ill'I:L:'1`I4'r';.I ) a4'1€ dsI Vrtl,[ ?I'i•ff,11 OARY'2,.2016 111111, Muritet 10111 Win ill 1 }�dlmri stl�rn Place 1lc5, ...4 I )2 1 1111 uartmbn, r<:C'I C11dt1kYrics,112 ,1 1vlile, nmood,olotltricsil 1,500 13 I ><Willl shelf, 0' x lit ", sthirld3sa sludl, VvItli wAH bVIlekols 910 14 1 €,fop flow flnk, 40" A I V x W, k'I1tl411'I'Y the uOvOl'111f;;, 157,00 MO) milt rallow, K.il7 {1G mki11[, pl[ mil11idf j ;J floor drtlils, iii fliwiwWir., MOM brslta.lclil 1 Polo I� 21 Llinfli, tpnl L1f s(sl'Snctrr`f<'an(i sold on colwtCr,:3311 liljl & 1 i,1U6 +12"1' €oop,.NIIYII'tle.,ln m ?,d,2 -tt r111YSIortllill4•illi7,3 tra11' ^J11 suia lb tllillaa, 2 tmu x @:,1.(ktpR'I -FHCI7UiIS, I ^ 1'11 x 27 ", 1 ° 656" - x •"1,Pj iksbOol'slclia11oa tamsl J'I'p111G N-Mi ,t",,Itoo putwin 17 I WitlWii caul5:r, 10' ;;1)' x 8', PhitltiMI 1MG11 pnttnl :6,511tl ($}118i1.OG kill, ilYlC'dol' Ilklmillalloll, i duill Coll fill) d ?locale, Larldn, aingrl41( orx, 33" M A", r'o d�l lioll, llod CS)1t1€ Nss"a(bt' iN I Sk(llllury sin €:, p d)' x 25 ", sillilliu;s, skill, ()tall ()rail) bogrd.s, t,6.)5 2:aillklo mixing fitue.cl , 11'inaw w4vi 1, 3- volllpartilletlt, It1 I W,lIN;;€rcld', IU . \, 2() ", siflielllssx c<<el, with wall l ?racbt -, lt{{1 ?(} SUINHIMICt1 t'.9i11(ras,74rntorVILW, 11il4pclllljJ. Ctlhtill[, ff� w,if) 111011ills x11111 t:IG'l'71rical 2 1 2 L:61IIbY, RlaJtll(Ci1, 12` CItAl1SOL;l', iIIQIk1l1Jl)B iIWHO col)H[ls aXj 22 1 Mill shd1', 12.5,x 4 ", f0flinlo.s ngoat, WItll t91.lOwls 21 1 Yll it t;r'C.OY171t.Cl it),y I tifilt•lIp I4) 1• SPu In Coker Iti) 2+1 I 1111 n 5Hm1511 51110, I N. I a mitlllhno $031, !;111gio mixilkg d 1 dl Il1IC a, ph llbhig . 21 1 V, +nll ,huff, 21' x 12 ", slkliklltlatul:+t"I RS 2G I a14Y iJ U1 {ka1 for I}llL`l? fir, 1, 675 25F -14 Cif. 7131diS "I't`>I_, &{hl'11 :s[Ll'1�15G° 1iC3A'I'tC�lall'rIADTiAI' M RMPRC. VIIA'ii.`.14T8 r}T ?It"CAININCI TO TI 11:; REALTY 4 ?PI' I-'1C '1VE DATE 01" VAI.,UB,• 17EBR1)ANY 2, 2016 4463755.1 -- N1565.1 25F -15 FlOr Mild'i "t Hem VFlItie, d1 1'r�Cl, Q lyr, 1.Y gCi'IlJlloll _ Mom (; {:115171;; LC1pV1:41Utj p1141A1111l➢, lilblid AD 2g I Hxh¢ulsl lwaad, k2' x 4 ", sto ill luMS SIMI,14111 --00f 10,600 1'(9111timl ll, hitorio' 11.1111 [till 1911u11, V ?i 111E IIIv v111Jfhroui oil ny to +on, 6'yr�l -.� "Ir ela,tt+la&,1 rlu.: Td�'.i]!, S xhrintal��r hCFI[1:� 2!) k l,ot prilA11111'al gas IJIIA11I1 mul Co11nection lry f 000killg+,�' 2r8Gf1 %Nwi1Y4 igd ppl I1mol a 30 gll41i1ve 6-C1 of 6(a137 w"3 Meal wall coval'Ifl'' 6)I 1111;11 1,950 '51 1 Willi r117itW' .16" w 1211, slall'7lu -4 mcool, wilh watt bVaQkv'te; ti {1 32 306 .Squats f'c�,1 WLIll"tu 80to ill t"D11%lama, 9;STa 111tall 1 fralac alll€I si Ilto liauk 3$ 1,120 1ScIlowo 1iwd [yrqua1T4 tllta IID t'h7g IT' v 12", With IS,,175 (ll blph bath lw- covillo 3d 1,0.19 Sy'll'm, 12;01 C- Clllrv'g Otis, ill X'.)"' 17RI" 4di11'}ohF>Lrd 1 "I1J} ( 3.5 1 .0 WIt4n llrsh', 54" X'2`7 °, doullle �c7191ev(sll, 3ltpod, lamilmia lf46.5 lop 36 ;15 klllr,ur f,(,w (it,% 111 eabill Ely, 301110811, wood, 7 -door 660 37 1 Food 1J1' Cl) a1111t1' 1G° 041", G911tA1 ,< :C1171I7111'lll'W1I'Il, I LIri;III 1115f) 1Ya1ord, b'111g10 tllixh)(a fllicul, 1 alJlashg{1411'(1, 111111111Jing ,1 ii. 'I 1SI�Ilil sllL[II,,'IN ,, : 414 %S1.IlIIlcti3 rll�l, 1V1111 wall lil'akoi.r.• 105 Sti6il. Rxit sor111t 44 l row.11V 11401, r C111t711y$ (¢l I C111}1114i1 C r111 I 1i {)111iJd'1'iUE011tlS gINOW IM10,rl" ;:2 +1" -'11C( ?11;[''4'fa', III 2,700 I arhillg lot 111 rcar oflinIlihl7g 4463755.1 -- N1565.1 25F -15 t"_O RRISTOI, hr`rTrkRPRISES D13A TAQUI"I.M,a 01i ANDA ITYIPIxt) +1ilAWNTS FI[dE I'AiNlNr, TO TtBLsR,L ALTY I ITE,' "TIVE, D ATE Q); V AI M]" - 1>r BRUARV 2 2016 Fair Markot llw1l) 1 +411t?ts in �fo. City, J:1cscriplsssrl I'lnc�. 9.,t ?1 g.fta?IIUr1 nail +:rll¢uult +u,t itsi;tltll lli�nv, �atNlIldill��� lull fi noc limil,06lo, hocks, fh%lvmrs, wall balls, srr,ililoss meal oarnesr guards and Irtinncall +ln�GCCa ra ltsge. 4463755.1 .• N1565.1 1h7PROVEN41NI 'SPl: +,riT3`,aiwl7NG 11 IIAT 25F -16 EXHIBIT C RECORDING REQUESTED 0Y: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Mimnnnt fn Cnvornmant Code Section 6103 Pursuant to R &T Code S 11922 QUITCLAIM DEED County Assessor's Parcel Number: 405 - 274 -12 & 13 (1221 N. Bristol, Santa Ana, CA) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, George De Anda doles) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "1" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "2 ", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "1" & "2" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this -j (_day of— I / ,_, 2016. Byp=� E Date: 4463755.1 -- N1565.1 25F -17 A notary public or other officer completing this certificate verifies only the identity of the mdivldual who signed the document to which this certificate is attached, and not the truthfulness, accurac , or validity of that document. State of California County of Orange On November 11, 2016, before me, Veronica Delgado, a notary public, personally appeared George De Anda, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and aclaiowledged to me that lie /sher/they executed the same in his /her•/tfreir authorized capacity(ies), and that by his /her /'their signature(s�on the instrument the person(s), or the entity upon behalf of which the person(s)- acted, executed the instrument, 1 certify under PENALTY OF PERJURY tinder the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. VEa0MCn OELGAa0 i Commission # 2005517 MNotary Public • California orange County Signature_ (Seal) M oomm� ErEx irres J00�28�2t 25F -18 EXHIBIT "1" LEGAL DESCRIPTION All that certain real property situated In the County of Orange, State of C:aliforrria, cles6r113NCi as f6lloom Lot 32 of 7'I,a£r Nn. h7.°i, in the (-lty of Santa Ana, County of Orange, $tate of California, as per Mall filed in P:nol_; ,g iw t4 of Miscellaneous Flaps, h7 the office of the Gotmty Recorder of swirl Count /. Except the SOLIdlerly forty Feet thereof. F,sessor' Parcel NumI?PI': 405- 74 -9.2 All that Certain real laropel'ty Situated III the County Of 01- ancle, State of Californla, described as follows: Lot ;IX of „l•j;=, IVIa '• n', III ti1g City of Santa AI1a, County of C1t W)W Ie, State Of UlIfOI.11W, 15 ShOWI) do I Mil) thereof rec,orclecl in n Lich Of Miscellaneous Map, Records of saki Orange CocmtY, As.spsyc is Piiri_el Nun'il.,Fr: 40E- 274 -13 4403755,1 .. N1565,1 25F -19 EXHIBIT "2" DESCRIPTION OF CONVEYED IMPROVEMENTS 6;117 imisvot. }S)S`flil'tiyl 151;!1 DRA TAQUI -AIA Dk ANDA IMPROW',MHVI'S PBRI'AININC,I'lO TIEIB U'ALTY I'11TI?Z TIVii DASTN OF VALUE = Vr, -,' XL)AIT Y 2,206 25F -20 Fair Marko( lIom Vahm III 2161, (jly De&5 ilptbtl C'Ince� °- -- 2 CJ,Rn jgel 1,;4tir NlI ,Im, 18" • 2411 111811, mobil calpinul, i t4,000 111forlov 1111111111119 ilm, pl(6u114 1P1,•'•l11 Fl, 1bTuIY1Ada Do A{idd TI14 , wall•111(1unted 2 1 Cham101 1ittfor Sl1aA, 12"- 18" 171,011, 611011)1 cabirid, 1111cl -lu• 4,6950 I11W11Y11Yili1t511, I')luatic I''as01,ft, °��tif(YJ6'I'lll 17a Ari6111 ", Willi. 111 {1t116 wi I C11umol otkwsiggn,1i"1igh,111ih11tAbI ol,Inturlor 3,855 1111111dril I on, pInd0 r'Isclo, "Tho McNiono Tlt000, WAIL - moallttxi '1 1 '1 all'k4••1!ftllt mrvi €o window, 20" x'30„ ix 161" ", m4dillCfta 1122:, sh;a.l 1'1'4 114U,,.pti l' 4, :; i%1161ii1�,:11` +lU�, Al 1t41CfiN Sic41. FG I'VI 6 ", ctu6ntctl 28" r 16" a I7rxHorshl6lowir pivi, JJMIIIc '.615tadcommi- tultlrld 21100 11'6,1116'., Yllll'lud dot covor111IT� •Nf111�1 „t12JIT16!41, llgI15k9916M,;t, 41: 2. IN, x 4 "'m 56" 1 7K 112” {) 1 M01111 . 9111111, 4, 14 1 +,11,'111C'Ifil fi2mo, lYIIItlJl.; rfincia, with 200 Ill'111163d pap1110 WW rIng 11111) YYIf,IIU illml 1p-IIp111us •] Ilj 1�I11 u;l I'IcC1. Of railrlbau, '12" 11 21Ib111111' I1w26)1, J11£IIV11 8501 wifo 11154611, nspImIl Ircllko6l, N,41)2) pl;duAllk, 12" 8 411 61 12`x, mlite''LW }i Iii hM.IGYI'f9r 1Y5UC51t1'.'i1 44111 I I>,21)ts, 6" diutnoWr, fluoresc -cA71 a} 2 1V611er 116;ntor, Flrrltivt, Nl%lel n(,,; 775 7&'N,2,75 gallon, 1,7,5x0 75, 101) 1311111, "Affil"Al E;IIs, With 11"IoA ll, mq•IlIll"like, alralm tult11h1Ir•rcxul'vull[ A 4 Floor lnits, rtlacsre6l, cila u:l olt mum[, g6ete lop, 5, 17,'1 sul6lcrrnnnrin plunlhlu8 I Securlt;M druv, fill ,\ 9211, IuIJaJUn 1nmlul, a ?".01 backing 1150 25F -20 Cit)11RISTUI, E'VITIMIIRIVS DDA TAI)I MA 17G ANNA IMPROVEMENT'S Pt3WIAI'NINGTOTIMIttiA AN k':I'FI:C7 "IVfi 17A`t'li OP 11ALI111- IiS:131t1JAN1" 2, 2(71ti 4461755.1 — N 1565.1 25F -21 Pnir Merkel lum vnlne III hliy. Oiy� Milo .�. 12 1 Ali, cill -li il, (.V_1 hdo:9trios,'12." Wik, Inctol, dCetdt al 13 1 ,WillI ilid f, 0" x 20", shinim slt;el, wiIh Mill br11OW -fit Iii I Idol, floor sink, 110" x 10" x 26 ", quarry lile covarillp, 1,2[H} with iv,lll liluua;t, single. mixing„ plombing la 3 Hoor th•nhls, 5" aliwnoter, melnl grate. top 1,9i3t) lti 21 I, insnr fool ol' r,(, rvic c ! /firo(l9tatlt)nctmwer,:37 " high x I1,E0(7 ,12" (Imp, slk,II' :::: a, €ael, 2•tiar1111 durshalviol;„ 3 droll -in .,wain (Miles, 2 snooze,f;liard 5<SCh(n19, I - ii' x 27', I ` bb's x *17 ", lubztlnr s1ainllC &1 ntaol frnmc vei(h 'lou pasanlo 17 1 IN'alk-1r1 U0411Ur, 10 x 9' x 8', (L "a ls- alllMdl IIINCiL1 P-Mcl pf }t1ri(1'll: ?I1GIii, Iniv.dor 111ti inalion, I (hull voil im blowtu', L.li rldn' :1 nglc. dour, .33" x 78 ", C010jVCSriiOr 18 I SmIlIrry Slllld, I ti' x 24 ", midiiloss glued, (Iltill (mill b011'(lx' 1,815 2 1higlu nli,xllig f(ltwols, I Him! wail(1, 3 -co p.,)i Mient, plumbing 11) 1 Wnll shalt, 10' x 20 ", slainlcsx Mod, will Wall brar-lt +.'.tra 290 20 5 Ski, voilhilw . Giklnums, Arnim V iov, IIICludin g cablilig, 975 Wall molif115 kill cfoutrk7al 21 i! , pUnlwix X12" ilihnU :hrr,InCludingnudkiQabling RYI 22 1 Wilt shell, 9 5'"20" 6lainfe5's We'l, LVhh bl'nCkols 2. -1 1 wn1CX connoud "mi hook-Ill) lin` i!a allnto-'r 160 211 1 1lnn ;'I mV.sh sink. 16" x I5 ", !g0iolosA Aleol, !;III(;k., mishli 610 l luccl, plmllbin;% ;t7 I W.rill:hclf2,1 "x G7. ",51nhrlu:isSlrii f-1 I Silvlll`.Ill w(del lilr makekip ulY, r[nr;I illt:UUl('(I ci:nn'u'a:. *:or I,h75 4461755.1 — N 1565.1 25F -21 (ir) 131t1.3'1'C,Y) tY1 ^1'P1iftV71'tI E 'IlBA-il QUEMA. ! ANIA IMPROVISMENI'S P1?,IL'Phl dlh![3 `I "t.M'1'I IL', AIoA[A y RPM fi,r:ft` E DANE (No WOUG� FOB itl,UY2,2016 4463755.1 -- N i 5611 25F -22 Pair N1trr }tut '4 alew W 1d5rIY7 I`itl. Gj14. l)stggl'1,it1t11 Nam ?'7 2 Colling lowVi: IolY Y11ovil15, motati ' }r1t1 28 1 i haum hop; 12, x 34 eArlxnll,xt swab 11sru -roof Ivan vonil mimC lntudu imm Nnow" WV'11141' o 1'uplrl'cu ol, V ,'S 101-1, pyl -g-c, IkSldl, �r'1otic +1 111,. Nitin4 31V3, 5 5(Jp' ill .�:i4'71' houb. 251 t t.+Cit t,1} n6laml gas 1019 1410d cannC{`dom 1171I cauldingrV 2ti�t7(7 14 ^dS'8'JYYfoI;� Ih(t]7111d9dY6}6'.J 7(7 05 ;51.151611'0 C4'CI CJ 1�YttllYY1GSS SCC%i 4461.11 4i1Nf:1'14'11 ±, �'tlk�tl ty� ll� fl l Widt aioll', 1G "' H Y ?. ",, &la+kr4lo:ail nt,n4 with wutl bvnC4:vlo hlt 32 ;1116. "lit"wo NO( ['4f 0ccOrL11[)17 $G'11111 "li�j^ ",nth" YC7 tl77Si111'y Ill'2a 61.87°5 nlla @1 11'6YIY1C 49nS1 SlitlG If't4G}L 33 1'.,120 Syll"1ot IO('6➢fgaRrry U1C 1 mArilig,, 1211,c [211,Ni(11 1; 175 d" high i:7t7 lnosu covi lg 3i'1 1,119 8C1U'b1, low t °t1''4WE11+1141117)S: IsIp t,,co 4CIt11 ,, tlld'o, 21 x 2', PTO, 3,501) 01111 ?1719+7(15' VI 35 1 fl1Yi1'i -ki, tirkA,'58" x 251 doubW palmulb wood, laininniv +1115 (61.7 36 %5 I,S mOrNm Of wall oa11�611otry, :St1" hit", %vou631 1- ih1177' 60 37 1 '60'.1 171'014 5h1 }l', AT, x 2A" mhIg I4 immniinl'I617en ,, l t1min Igo boord, SI17V,10 lni',xhi(; fNUt -CSI, I ";phI511t1Llar(J, f11nm11ing 314 1 'Nall 5hrii, 48" x 14 %shiblimg 5iUsv1, will W` 1 1717w", 1(l5 39 X12 Stfon11'0 Rt ol. Lit wasIn01710 SI,56"1il6 x"111 Ittlntl(9i 9` Ilgh 935 Ctl1Y1HSmml Inlllimmo +I (l I 1 "" x ° " r>tti d C.ovesr, in SWbdS:N] "sll6Cli:5 k',I'[:FI' >C ll'tli7, 2'' !e;' 2 Jti(l r p',IPIf.ing ICn In roar of 1a11 IVA, 4463755.1 -- N i 5611 25F -22 GD RRlST01., 'lN"i RRl'l't SLS DOA TAQ UI;RIA OB ANDA IP/It'ItOVENENTS PLCUAININCi'1.O TI II.'s tIC.Ata` T ].rP}: >C'I'IVBDA7"[WOY JAI ,ill's- IMR.UARY 2,20.16 - 1 oirl Fliir i4laAwa Vr11nu 611 oto, Qlx. De- milidon 1,Nce L,arl of minor misuullalle/o s tnrt;alla14fu1s, SnclurcLitll;,, bul tiSU 110(lillike- 110, @rafrks, fiaMencrs, R' al) lauds, s1.1111y1eG3 slael ow-nor 6waeala and Ini 4ugla wolfs :;9golp. 'l'()'rAG JfAVAOV Yii',3N'C':`s' PHRIAMING 4463155.1 •- N150.1 25F -23 SELL ALL (NO SALVAGE) Project: Bristol Street Improvement Protect — Phase 3A APN: 405- 274 -12 & 13 Tenant Seller: Gpor•go Do Anda AGREEMENT FOR ACQUISITION OF TENANT•SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this _ day of , 2016, by and between THE CITY OF SAN'T'A ANA, a charter city and municipal corporation duty organized under the Constitution and laws of the State of California ( "Buyer "), and George Dc Anda ("Tenant - Seller ") for the acquisition by Buyer of certain interests in real property described herein, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AG ,EMENT. Tonant- Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tomint- Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 1221 N. Bristol Street, Santa Ana, California and 1240 W. Washington Avenue, Santa Ana ( "Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any ton ancy interest of Tenant - Seller ( "Tenancy Interest') in and to the Promises and the Property, The Improvements to be conveyed by Tenant- Seliar are a pail of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhr i B. 2, PURCHASE PRICE. The total purchase price, payable in cash through this Agreement,, shall be the som of: TWO HUNDRED TWENTY THOUSAND FOUR HUNDRPD SIXTY -fIVP. AND NO 1100 DOLLARS ($220,465.00) ( "Purchase Price ") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B $120,465.00 Loss of Business Goodwill $100,000.00 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $220,465,00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer ( "Quitelairo Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest as of February 1, 2017• 4. Tcoant- Seller will vacate the property by February 1, 20.1. - 41153M.1 •- N 1 565.1 25F -24 5, CONVEYANCE OF INTEREST IN IMPROVEMENTS_. The Quitclaim Deed will also convey from 'llonant- Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes, Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 9 and 10 of this Agreement, 6. RECORDING, Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein, 7, CERTIFICATION OF OWNERSHIP, Tenant- Seller hereby warrants and certifies under penalty of poiju y that Tenant- Sellor is (lie owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant- Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 81 PERMISSION TO ENTER PREMISES, Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections, provided 'Buyer provides seven calendar days notice to Seller, and Seller agrees in writing that the inspection time proposed by Buyer will not unreasonably itnpair of affect Seller's operations at the Premises. 9, BULL{ SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10, CONFLICTING INTERESTS, In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or .knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien, The withholding of such funds shall not prevent Closing of this transaction if the total fiurds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withhold funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant- Seller. A general creditor's claim shall not be deemed to be it claim against any specific item of Improvements and Tenant- Seller hereby agrees to accept all responsibility therefore. Unless otherwise_ provided, it shall be presumed that Tenatnrt- Seller is entitled to payment wider this transaction for the Improvements, It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements, 11, DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified 9467755.1 -- N1565.1 25F -25 herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action, 12. CLOSING PURCHASE PRICE ADJUSTMENTS. Recording of the Quitchrirn Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the.following adjustments: A. Pay and charge Tenant- Seller for any and all current and /or delinquent taxes and any penalties and interest thereon against the Improvements and the Tenancy Interest, and for any delinquent or non - delinquent assessments or bonds against the lmprovements and the Tenancy Interest, B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs Sand 10of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seiler. 13, FULL AND CQM$LE7'E SrTTC �MENT. A. Tenant - Seller hereby acknowledges that the compensation paid to Tenant Seller through this Agreement constitutes the full, and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the hnurovennents and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Improvements and the Tenancy Interest , Tenant- Seller hereby disclaims any right, title cr interest.in or to the Premises, Tenant- Seller and Buyer and each and all of their agents, representatives attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees "), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Improvements and the Tenancy Interest, Additionally, Tenant - Seller hereby expressly and unconditionally waives any claims (known or unknown) including loss of goodwill, statutory interest, claims for inverse condemnation or unreasonable pre - condemnation conduct, or any other compensation, damages or benefits, arising from the acquisition of the Improvements that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys, B. Seller acknowledges that, in accordance with applicable provisions of California law, Seller may otherwise be entitled to the payment of relocation expenses, compensation for loss of goodwill, just compensation, Inverse conden- oration, unlawfld prc- condemnation conduct, and other benefits and claims other than those expressly provided for in this Agreement in connection with Buyer's acquisition of the Property. Seller, of behalf of itself and its heirs, executors, administrators, successors and assigns, acknowledges that Buyer's performance under this Agreement constitutes full and complete satisfaction of Buyer's obligations to Seller with respect to such claims. Seller acknowledges that it may be entitled to benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 United States Code ,1469755.1 •-N1,565.1 25F -26 section 4601 ot. seq. and /or California Relocation Assistance Law, as amended, or the Reat Property Acquisition Relocation Assistance Rules and Regulations, As a result of this Agreement, Buyer waives any right to relocation assistance, moving expenses, or other payments to which Buyer might otherwise be entitled under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 United States Code section 4601 et, seq. and /or California Relocation Assistance Law, as amended, or the Real Property Acquisition Relocation Assistance Rules and Regulations, as payment for said benefits is acknowledged to have been compensated for pursuant to this Agreement, 14, ACKNOWLEDGMENT CONCERNING CIVIL CODE rSECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as Follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if ]mown by him or her must have materially affected his or her settlement with the debtor." Tenant - Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or tinder any statute or common law or equitable principle of similar effect, Tenant - Seller: 15. CONTINGENCY.. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Doed from Tenant - Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the Bill and eoniplete settlement and purchase of the Improvements and the Tenancy interest. 17. AUTI IORIZATION TO EXECUTE. Tenant- Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Te4tant•Seiler and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant- Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19, SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created Linder and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 4403755.1 ­ N1565.1 25F -27 20. WARRANTIES, RF,PRESFNTATIONS AND C()V)wNANTS OF T NANT- SELLI , Tenant- Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant - Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency, B. Until the Closing, Tenant - Seller shall maintain the Improvements and the Premises in good 'condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C, Until the Closing, Tenant- Scllcr shall not do anything which would impair Tenant - Soller's title to the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order, E. To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which. Tenant - Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F, Until the Closing, Tenant - Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, inunediately give written notice of such fact or condition to Buyer. 21, HAZARDOUS WASTE. Neither TenanhSeller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials ") on, under, in, or about the Property or the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant - Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, tinder, in, or about, or the transportation of any Hazardous Materials to or from the Premises, The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the 'United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20,. Chapter..6.5 ( Iazardous Waste Control :Law), (ii) defined as "hazardous substance" under §25316 0l' 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 ", of "hazardous waste" tinder §25501 of the California health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant 4463755.1 •- N1565.1 25F -28 to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq, (42 U,S.C, 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42, U.S.C. 56901, et seq,(42 U.S.C. 86901). 22, COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant - Seller's knowledge, the Premises and its use complies with all applicable laves and governments]. 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 tine city within which the subject Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus, 23. INDEMNITY. Tenant - Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, action, shit, proceeding, loss, cost, damage, liability, deficiency, tine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out o£, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any .Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, ride, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising .from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity extends only to acts or omissions of Tenant- Seller herein, 24. ATTO EYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum Eta its attorneys' fees and costs. 25, COUNTERPARTS, This Agreement may be executed in counterparts and when so executed by both panties, each counterpart will constitute an original document. 26. BINDING EFFECT, The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto.. 27, ENTIRE AGREEMEN'.1', This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the clay and year set forth bereinabove. 4463735, I --N1565,1 25F -29 Mailing Address of Tenant- Seller Tenaut- Seller George De Anda By: Date., 2 Mailing Address of Buyer Buyer 20 Civic Center Plaza, M -30 THE CITY OF SANTA ANA Santa Ana, California 92701 4463755.1 • -N 1565.1 David Cavazos City Manager Attest: By: Maria D. Huizar City Clerk Approved as to Form: By:-, `ham'. jq§t M. Punk Assistant City Attorney Date: I (- l ±_ L� Recommended for Approval: By: _ Tied Mousavipour Executive Director - Public Works Agency 25F -30 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that certain reel prapety vituater-I In the County of Orange, State of California, clescriber-I as follows: Wt 32 of Tttirr fJr. 4123, in the City of Santa Ana, County of Orange, State of California, as per Map filed in of Miscelkneaus Maps, In the Office of the Caunty Recaeder of salcl County, E %cept the Southerly forty feet thereof, Agges.ticByrrl NLlrnbC, -I-' 405- 274 -12 All that certain real property dUmted in he County of Grange, :state of California, described as follows: Lot 31 of L4rr. , r.. rl + ,, In the City of Santa Ana, County of Orange, State of Cali nVa, as shown an a Map thereof rea5rded In NaLIZEMLIA of hlINNIaneOM flaps, Records of said Orahcle County, Assess % Parcel Ntn7Arer: 405- 274 -13 44Q7511 .- N0611 25F -31 EXHIBIT B IMPROVEMENTS PERTNINING TO THE 12PALTY cII., 141 I ;E'C)I, t:;hl'r'I It.ltrd151. +]:)n±1'rAfl(1!?IA9 I)Ii ARCM I%'ll'C';134`I3MS',l�'`I ;5 I''1E1 "CAII•VINfI'1 "4'1'I't(ki RGr1L'l "Y IT-I CiCTIVh. L }ATH OV h +nll,llr3 • F.E:[i)t1. ARY 2,=( Fail, Mlurhn( Iwo) vilkllt In No� 1fu,scrl a(irsla 111a0e I z C;hu7Yltel latum,algi n, id "''. 2411 high, nwfill L)MAldl, $14,000 IIIf;.1.'It31' li1L1111111i11iYa11, Is1f1611r1 161;9p111, "Tacim Ja De AIYdd ,niq I[ o*- o1l'i'rice, N'klil• IYISfUl1i6<I 1 I i "lliumol latter. °;Ip,IY,. I')." - III high, motni cabinCt, Inlurlor IIIn IYalnnIIPIY, I'ylaiSlC l''ilfi4ltS, "'I'11t1aIPpl'I7Y 1. >R ,�IIII41', WIYI1- 1114511IIP,{;{I 3 I C:I1tg5rYUl IC0,151'.1d §II„ I ?" IYlgli, moini obinfll, Interior :.1,65(1 111u1Y11untilnY, plll,tic viscils, "5'llo Mcnicaul'h o ", woll. 77aPll lltcd h I 1'hrl5.u,•I,II elarvic.0 tti•h�daH•, � °B'° v �tiFI" n I R ", 7t6nlnto,el 1,12.;5 slcal tram {s,,(;Ings, 2 l'oldinP ticsnra, sllnhtle s steed sarvlac eowifor, 2t1" x 16" 5 3 lix(ln'ipr allude uetlopies, p litlwd stool constraluticnl land rrontR, angled slot care:ring„ willb'llmarlltug, ao sin(ing pi'. A' IJII �. "111 yi Slip 1 7',,,l2f G 1 Mom sigpl, "I' s I.'V, rnetnl I'laino+, pltmlite t'trat:wn, with 211U pl•IIYIN {I graphic dVCIC'I'11Y I; alld 71tv"(1 110111, Ip• IAlIQ:S }1 16 LillL111' fRb1 l'Sp11LII,lI';an[tL,.r21i hip'll, (li blllnr IIIcIfII, 1110W trite i'cise•ia, nsllhttll bsllt .d, with 2 ImIus(oh, 12 "x. 12 ", ctau:rnie F:dtrrfiir"ocvn.nl;d will !'i>_'thlu, 6" dl'mncse:r, Y3u1:�rb3[un51 " -3 ;5)511 9 1 `.AIlor 1untca',1'urli;ct, Aoki alt),: 17548N.2, Y:" gallon, 7S,IOI1 t3'14 (g1 I, tII,t i anti, with pudcr.;ral, ulnth{pnd( l71rap; and 1111'11 ^roof Veill Il 4 I''Iflor S1111Ci; 1'CCoW;YRI, g111111Ild Olk Illl'f1111, i!B F11 Y', 1011, ;iuMerrnncun plul lbiutV I l Srut,u'i(y'ti(,lar, 36" x K.. 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