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HomeMy WebLinkAbout25I - AGMT - BRISTOL ST TENANT PHASE 4REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 2, 2017 TITLE: APPROVE TENANT - INTEREST PURCHASE AGREEMENT WITH AKBAR HEIDARINIA DMD, INC. FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON - GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3,2C) 6ftY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public 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 tenant, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Tenant Akbar Heidarinia DMD, Inc. DISCUSSION Property commonly known as / location Acquisition Amount """"' Tenant 2231 South Bristol Street Interest $520,000 (APN 015- 194 -36) Bristol Street is a north -south transportation facility which is 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 project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and adding bike lanes. The City is acquiring properties for the development of Phase 4, bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by summer 2017, and construction is anticipated to begin in fall 2017. The acquisition of the tenant - interest (Exhibit 1) is necessary to accommodate the improvements and widening for Phase 4. The above listed tenant agreed to quitclaim all of their tenancy interest including loss of goodwill for the listed purchase price. Purchase price was made based on the appraised value prepared by a State - licensed appraiser, and the offer was accepted by the 251 -1 Tenant Interest Purchase Agreement - Bristol Phase 4 May 2, 2017 Page 2 respective tenant - seller. The purchase price for the acquisition listed above is shown in the corresponding agreement (Exhibit 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 4, which lies between Warner Avenue and St. Andrew Place, 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 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2016 -2017 in the Select Street Construction Fund (Account No. 05917661 - 66100), subject to nonsubstantive changes. APPROVED AS TO FUNDS & ACCOUNTS: Fred Mousavipour Francisco Gutierrez Q Executive Director Executive Director N Public Works Agency Finance & Management Services Agency FM /EWG /JG /ML Exhibits: 1. Location Map 2. Agreement for APN 015 - 194 -36 251 -2 MATCHLINE SEE BELOW RIGHT I I i i i i 405d99,7 i ST GEFMDE PL I 1498�47LOi l I I 40 ®.47, -17 [7 s� I 40 &471 -06 1 7 R n • is FT-T— T-7... i i i i r i b9s- leasa�:,, ' Oi5- 90424� � —�0� 'D1LL'INa29 ' N6r� 4 iJ19aflM28; --� 1 I � x. ", ♦ ►,, LEGEND: -r,"RJEG, PN'P[Ff/ - dVIlHRED pp,PESIE<_ L i ST ANDREW PL, I I I 4 1 CARL: TdN PL U - "-r 7 - -- If up'' _4 .T v GLENWOOD PL CAMDEN PL J I I 1 Fl 9T ANNE PL EXHIBIT 1 i i r.N ..�..�..�,. M-7-7-7— Y I I I w J -r- i 1.°- 7 --- 1... i 1 i I ryl I I I MATCHLINE SEE TOP LEFT SANTA AMA PURCHASE AGREEMENT FOR CRY COUNCIL BRISTOL STREET IMPROVEMENTS F? �VV A AGENDA DATE- PHASE 4 (PROJECT NO. 116741 MAY 02, 2017 NONGENERAL FUND) [Strategic Plan No. 6, 1, G; and 3, 2, Cl weuc WORKS acgaDr 251 -3 PAGE 1 OF 1 251 -4 SELL ALL (NO SALVAGE) Project: Bristol Street Improvement Project — Phase 4 APN: 015- 194 -36 Tenant- Seller: Alcbar Heidarima DMD. Inc. dba South Coast Dental Group AGREEMENT FOR ACQUISITION OF TENANT - SELLER'S INTEREST IN REAL PROPERTY TMS AGREEMENT ( "Agreement ") is entered into as of this day of 2017, by and between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Buyer "), and AICBAR HEIDARINIA DMA INC. DBA SOUTH COAST DENTAL GROUP ( "Tenant - Seller ") for the acquisition by Buyer of certain interests in real property described herein, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant - Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant - Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements "), and business assets (collectively "Movable Equipment ") located in, on, or affixed in any manner to the premises laiown and numbered as 2231 S Bristol Street, Santa Ana, California ( "Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant - Seller ( "Tenancy Interest ") in and to the Premises and the Property. The Improvements and Movable Equipment to be conveyed by Tenant- Seller are a part of the Premises and /or business assets, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B and Movable Equipment attached hereto as Exhibit C. 2. PURCHASE PRICE, The total purchase price, payable in cash through this Agreement, shall be the sum of: FIVE HUNDRED TWENTY THOUSAND AND NO /100 DOLLARS ($520,000.00) ( "Purchase Price "). Tenant - Seller and Buyer agree that the Purchase Price will be allocated as follows: Goodwill Value of Business $409,050.00 Improvements Pertaining to Realty $15,045.00 Movable Equipment $95,905.00 PURCHASE PRICE $520,000.00 Exhibit 2 251 -5 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit D in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant - Sellor will vacate the property by 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS AND MOVABLE EQUIPMENT. The Quitclaim Deed (Exhibit D) will also convey from Tenant - Seller to Buyer all of Tenant - Seller's interest in and to the Improvements and Movable Equipment, 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 and Movable Equipment having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDIN G. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein, 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant- Seller is the owner of the Improvements and Movable Equipment 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 slid Movable Equipment, and that the Tenant- Seller does not lmow of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of malting necessary inspections. 9. BULK SALE, In order to establish, proof of clear title to the Improvements and Movable Equipment, Buyer may publish a Notice to Creditors pursuant to the Bulls Sales Law of -the State of California and obtain a title report aid /or a report from the Secretary of State's Office as to filings of security interests covering the Improvements and Movable Equipment. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any Idnd is discovered or asserted as to any of the Improvements aid /or Movable Equipment, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant- Seller as is reasonably necessary, in the sole opinion of Buyer., to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total :funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld fiurds to any claimant or other perky (except upon court order or levy) without the written consent of Tenant - Seller. 251 -6 A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and/or Movable Equipment 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 and Movable Equipment. 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 and Movable Equipment. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenaut- Seller hereby authorizes Buyer to withdraw and make payable to Buyer any finds deposited with the Court in any such eminent domain action. 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments; A. Pay and charge Tenant - Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and/or Movable Equipment and the Tenancy Interest. B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and'Fenant- Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant - Seller hereby aelaiowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant -Seller from the Promises, specifically including, but not limited to the value of the Improvements and Movable Equipment, leasehold improvements, any and all claims for rental or leasehold value and arty and ail claims in inverse condemnation and for precondennnation damages, and any and all other claims that Tenant- Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements, Movable Equipment and the Tenancy Interest including relocation boncfits to which Tenant -Seller may be entitled and the loss of business goodwill, if any. Tenant - Sellor and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "IReleasees "), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 251 -7 Additionally, Tenant- Seller does hereby disclaim any right, title or interest in or to the Premises, Improvements, and Movable Equipment. The payment terms set forth herein, provide full payment for the acquisition any and all property interests Tenant -Seller may have in the Premises, Improvements, anal Movable Equipment. Tenant - Seller hereby expressly and unconditionally waives any claims (known or unknown) including loss of goodwill, severance damages, relocation assistance benefits, statutory interest, claims for inverse condemnation or unreasonable pre- condemmnation conduct, or any other compensation, damages or benefits, arising from the acquisition of the Premises that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code §1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant- Se11er acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and 'hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common. law or equitable principle of similar effect. Tenant - Seller: AiL 15, CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the fall and complete settlement and purchase of the Improvements, Movable Equipment, and the Tenancy Interest. 17, AUTHORIZATION TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant- Seller and Buyer respectively, 18, COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. J 251 -8 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES REPRESENTATIONS AND COVENANTS OF TENANT - SELLER. Tenant - Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant - Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, Movable Equipment, 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, Movable Equipment, 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, Movable Equipment, and the Premises. C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the Improvements, Movable Equipment, 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 instt unent to which Tenant - Seller, the Premises, the Improvements, Movable Equipment, 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 laiowledge, 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 airy Hazaxdous Materials to or from the Property or the Premises, Tenant - Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from the Premises. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, axy material or substance which is (i) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" Linder §25115, §25117 or §25122.7, or listed pursuant to §25140 5 251 -9 of the 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- Presley - Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or "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 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. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL, LAWS. To the best of Tenant - 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 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 indemnity, defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, wader, 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 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 enviromnent, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity extends only to acts or onnissions of Tenant- Seller herein. 24, ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 251 -10 25. COUNTERPARTS, This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto, 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS. 251 -11 Mailing Address of Tenant - Seller 235 S. Tustin Street Orange, CA 92866 Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Tenant - Seller Akbar Heidarinia D.MD, Inc. dba South Coast Dental Group �} Date: �. Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager Date: Attest: By; ____.. .e— Maria D. I-Iuizar City Clerk Date: Approved as to Form: By: JoU M. Funk Assistant City Attorney Date: 1 Recommended for Approval: BY . ..... _ ... _..�. —.__._ �. Fred Mousavipour Executive Director - Public Works Agency 251 -12 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of Santa Ana, County of Orange, State of California, described as follows; LOT 187 OF TRACT 1192 AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 17 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, I_17 ►F[i�6�4 251 -13 EXHIBIT "B" AKBAR HEIDARINIA, DMD, INC. DBASOUTH COAST DENTAL GROUP IMPROVEMENT PERTAINING TO THE REALTY Fair Market Value in Item No. qty. Description Place 3 1 Lot of vinyl lettering window signs and graphic decor, $400 including 1.5" to 2.5" lettering, window signs, tooth logo, etc. 5 1 Television wall mount, metal $80 6 148 Square feet of horizontal window blinds, 2" wide, plastic $675 16 2 Wall mirrors, 1- 2'x 3', 1- 23" x 30" $140 17 1 Monitor wall mount, metal, for 23" monitor, adjustable $90 20 5 Wall X -ray viewers, Star X -ray, 16" x 13 ", wall recessed, $950 wood frame, electrical 22 1 Lot of setup and installation for 2 x -ray machines, wall- $1,125 mounted, including calibration 23 1 Lot of setup and installation for panoramic x -ray $775 machine, including floor bolting 24 1 Nitrous oxide and oxygen distribution system, 114" metal $7,000 pipe through ceiling to 5 nitrous oxide and 5 oxygen wall panels, Chemetron, metal, 5" x 6" 26 1 Lot of data cabling and computer networking for $1,250 12 stations 27 1 Telephone system, Panasonic, Model no.: KX- TA824, $2,000 hybrid system, 3 -11ne, full feature, Including 5 hand sets, Model nos.: KX -T7730 and KX -T7731 28 1 Alarm system, Brinks Security, consisting of: $425 1 Code pad 1 Control panel 2 Motion sensors 1 Siren 1 Glass break detector 30 1 Wall cabinet, 40" x 13" x 9 ", wood, 3 glass doors $135 Total Improvements Pertaining to the Realty $15;045 251 -14 EXHIBIT "C" AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT Item No. C Fair Market Value In Place 33 13 Stacking chairs, fabric seats and backs $195 34 1 Television, Proscan, 32 ", flat screen, wall- mounted $70 35 1 Bulletin board, 40" x 39 ", wood frame, plastic front, $115 10 compartments for brochures 36 1 Magazine rack, 11" x 24 ", wood, 4- compartment $40 37 3 Shelving units, 3'x 80" x 11 ", laminate, 8 -tier $195 38 1 Shelving unit, 18" x 61 x 1', laminate, 6 -tier $55 39 2 credit card terminals, Verifone, Model no.: 510 $300 40 1 Credit card terminal, Verifone, Model no.: VX520 $80 41. 2 Telephones, Panasonic, Model no.: IKXT7731 $150 42 1 Telephone, Panasonic, cordless $25 43 1 Computer, Dell, Model no,: Vostro 220, including $110 1 monitor, Dell, 19 ", keyboard and mouse 44 1 Printer, Hewlett Packard, Model no.: OfficeJet Pro 8625 $30 45 1 Printer, Brother, Model no.: HL- 2280DW $85 46 2 Computers, Dell, Model: Vostro, including 2 monitors, Dell, $290 22 ", 2 keyboards and 2 mice 47 3 Task chairs, fabric seats and backs $180 48 1 Paper shredder, Staples, Model no.: SPL -770M $35 49 1 Computer, Dell, Model no.: Vostro 200, including $150 1 monitor, Dell, keyboard and mouse 50 1 Intra -oral camera, OptiPlus, Model no.: WUM0397 $500 51 4 Dental chair packages, Belmont, model no. not available, $10,245 metal base, vinyl seat, including overhead light, 2 instrument trays with 3 dental instruments 1of4 251 -15 52 53 54 55 56 57 58 59 60 61 62 63 64 65 M 67 68 70 71 72 73 7 2 1 5 1 2 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 EXHIBIT "C" AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT Dental task stools, vinyl Dental Instrument carts, 2' x 30" x 16 ", stainless steel, 3 -tier Amalgamator, Kerr Automix Curing lights, Demi Plus, model no. not available Ultrasonic scaler, Dentsply/ Cavitron 3000 Computers, Dell, Model: Vostro, consisting of 2 Dell monitors, 2 keyboards and 2 mice Amalgamator, Zenith Dental Instrument cart, 16" x 33" x 16 ", 6- drawer Implant machine, W &H, Implant Med, model no. not available Implant machine, C- Sailor, model no. not available Ultrasonic scaler, Woodpecker, Model no.: DTE D7 Dental instrument carts, 2'x 2'x 19 ", metal, 2 -tier Teeth bleaching light, iBrite, 70" tall Intra -oral camera, Camsight, including printer, computer and cart Desk, 42" x 32 ", glass top, with upper glass section, 42" x 12 ", metal base Task armchair, fabric seat and back Copler, Brother, Model no.: Laser Fax Intellifax 2840 Desk filer, with cover Mini - refrigerator, Frigidaire, over /under Microwave, Samsung Table, 44" diameter, laminate 2 of 4 251 -16 $500 $195 $385 $4,000 $210 $280 $240 $440 $3,400 $2,600 $195 $195 $680 $3,400 $120 $70 $120 $60 $150 $30 $90 EXHIBIT "C" 3 of 4 251 -17 AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT 74 4 Dining chairs, fabric seats, metal backs $190 75, 1 Storage cabinet, 3'x 43" x 18 ", 2 -door, locking $75 76 1 Coffee maker, Mr. Coffee, 12 -cup $20 77 2 Storage cabinets, 35" x 6'x 2' $190 78 1 Storage cabinet, 30" x 6'x 15" $85 79 1 Dental stool, leather seat $35 80 1 Oxygen crash cart $150 81 1 Fire extinguisher, 10 lb. $30 82 1 Neon "Open" sign, 32" x'14" $100 83 1 Modem, manufacturer and model no, not available $20 84 1 Wireless router, manufacturer and model no. not available $25 85 1 Computer, Dell, Model no.: Vostro 220, including keyboard, $185 mouse and monitor, 22 ", flat screen 86 1 Mixer, DMG, Model: MlxstareMotion $1,000 87 1 Digital x -ray eraser, AlrTechniyues, Model no.: 73800 $725 88 1 Vacuum fanner, Econo -Vac, with heat $170 89 1 Polishing lathe, Baldor, Catalog no.: 350, with splashguard $200 90 1 Dust collector/ polishing cabinet, Danville Engineering, $280 Model: Macro Cab 91 1 Polishing drill, Dream -DX, with rriotor control $95 92 1 Plaster cabinet, 21" x 18 ", metal, 2 -lid $80 93 3 Paper towel dispenser, metal $20 94 1 Dental vibrator, Ray Foster, Model: Med $35 95 1 Root canal device, NSK, Model no.: Endo -Mate DT NE- 131 $880 3 of 4 251 -17 EXHIBIT "C" AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT 96 1 Gutta cutter, Azdent, Model: A -Blade 97 1 Cart, 12" x 26" x 13 ", metal, 2 plastic drawers 98 1 Dental vacuum, Apollo by Midmark, Model no.: Classic Bronze A VB20S, 208/230V 99 1 Dental air compressor, Narco McKesson, Model no.: 08- 380 -a, 230CV, 20 gallon (estimate) 100 1 Panoramic X -ray unit, Belmont, Model no.: 098, Serial no.: 098 - 1920208, 7ma, 13.5 sec, including controller 102 1 X -ray unit, Belmont, Model no.: 071A, 70 KVP,10ma, including controller 103 1 X -ray chair, metal base, swivel, vinyl seat and back 104 1 Ultrasonic cleaner, Whaledent, Model no.: Blo -Sonic UC100 105 1 Autoclave /sterilizer, Tuttnauer, Model no.: 2340M, 120V, steam 106 3 Digital imaging systems, Gendex, Model: DenOptlx 107 1 Lot of dental tools, including handpieces, Midwest Stylus, low speed drills and miscellaneous hand tool, including, but not limited to scrapers, mirrors, tweezers and forceps $90 $65 $700 $2,200 $4,000 $900 $450 $300 $1,400 $21,000 $30,000 TOTAL MOVABLE EQUIPMENT $95,905 4of4 251 -18 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee EXfIIBIT D Exempt from QUITCLAIM DEED County Assessor's Parcel Number: 015. 194 -36 (2231 S. Bristol Street, Santa Ana, CA) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Transfer Tax Al HEIDARINIA DMD, INC. DBA SOUTH COAST DENTAL GROUP ( "Grantor ") does 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 ( "Grantee "), the real and personal 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 and movable equipment 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), and items in Exhibit "3 ", list of Movable 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 and personal 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 and Movable Equipment 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 and Movable Equipment, against all demands and claims of all persons. SEE EXHIBITS 1-3" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN ITNESS HEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this CIE) of 2017. f [iT-1:41111 T= Rt.ttr \iwl�d7ti•[�IIY]s7� YllYiSfdiTeFlirrlb�Y�if \Rs3 i +llf3 By: Date: O 3 L�o-.J_'--o Its: 251 -19 EXHIBIT "I" LEGAL, DESCRIPTION OF PROPERTY Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 187 OF TRACT 1192 AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 17 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, APN: 015 - 194 -36 251 -20 EXHIBIT T' AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP IMPROVEMENT PERTAINING TO THE REALTY Fair Market Value in Item No, Qty. Description Place 3 1 Lot of vinyl lettering window signs and graphic decor, $400 including 1,5" to 2.5" lettering, window signs, tooth logo, etc. 5 1 Television wall mount, metal $80 6 148 Square feet of horizontal window blinds, 2" wide, plastic $675 16 2 Wall mirrors, 1- 2'x 3', 1- 23" x 30" $140 17 1 Monitor wall mount, metal, for 23" monitor, adjustable $90 20 5 Wall X -ray viewers, Star X -ray, 16" x 13 ", wall recessed, $950 wood frame, electrical 22 1 Lot of setup and installation for 2 x -ray machines, wall- $1,125 mounted, Including calibration 23 1 Lot of setup and installation for panoramic x -ray $775 machine, including floor bolting 24 1 Nitrous oxide and oxygen distribution system, 114" metal $7,000 pipe through ceilingto 5 nitrous oxide and 5 oxygen wall panels, Chemetron, metal, 5" x 6" 26 1 Lot of data cabling and computer networking for $1,250 12 stations 27 1 Telephone system, Panasonic, Model no.: KX- TA824, $2,000 hybrid system, 3 -1ire, full feature, including 5 hand sets, Model nos.: KX -T7730 and la -T7731 28 1 Alarm system, Brinks Security, consisting of: $425 1 Code pad 1 Control panel 2 Motion sensors 1 Siren 7. Glass break detector 30 1 Wall cabinet, 40" x 13" x 9 ", wood, 3 glass doors $135 Total Improvements Pertaining to the Realty $15,045 251 -21 EXI-41 BIT "3" AKBAR HEI DAR] NIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE .EQUIPMENT Fair Market Value No. Qty. Description in Place —item 33 13 Stacking chairs, fabric seats and backs $195 34 1 Television, Proscar, 32 ", flat screen, wall- mounted $70 35 1 Bulletin board, 40" x 39 ", wood frame, plastic front, $115 10 compartments for brochures 36 1 Magazine rack, 11" x 24 ", wood, 4- compartment $40 37 3 Shelving units, Tx 80" x 11 ", laminate, 8 -tier $195 38 1 Shelving unit, 18" x 61 x 1', laminate, 6 -tier $55 39 2 Credit card terminals, Verifone, Model no.: 510 $300 40 1 Credit card terminal, Verifone, Model no.: VX520 $80 41 2 Telephones, Panasonic, Model no.: KXT7731 $150 42 1 Telephone, Panasonic, cordless $25 43 1 Computer, Dell, Model no.: Vostro 220, including $110 I monitor, Dell, 19 ", keyboard and mouse 44 1 Printer, Hewlett Packard, Model no.: OfficeJet Pro 8625 $30 45 1 Printer, Brother, Model no.: HL- 2280DW $85 46 2 Computers, Dell, Model: Vostro, including 2 monitors, Dell, $290 22 ", 2 keyboards and 2 mice 47 3 Task chairs, fabric seats and backs $180 48 1 Paper shredder, Staples, Model no.: SPL -770M $35 49 1 Computer, Dell, Model no.: Vostro 200, including $150 1 monitor, Dell, keyboard and mouse 50 1 Intra -oral camera, OptiPlus, Made] no.: WUM0397 $500 51 4 Dental chair packages, Belmont, model no. not available, $10,245 metal base, vinyl seat, including overhead light, 2 instrument trays with 3 dental instruments 1 of 4 251 -22 52 53 54 55 56 57 58 59 60 61 62 63 64 65 E 67 68 70 71 72 73 7 2 1 5 1 2 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 EXHIBIT "3" AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT Dental task stools, vinyl $5D0 Dental instrument carts, 2'x 30" x 16 ", stainless steel, $195 3 -tier Amalgamator, Kerr Automix $385 Curing lights, Dami Plus, model no. not available $4,000 Ultrasonic scaler, Dentsply/ Cavitron 3000 $210 Computers, Dell, Model: Vostro, consisting of 2 Dell $280 monitors, 2 keyboards and 2 mice Amalgamator, Zenith Dental $240 Instrument cart, 16" x 33" x 16 ", 6- drawer $440 Implant machine, W &H, Implant Med, model no. not $3,400 available Implant machine, C- Sailor, model no. not available $2,600 Ultrasonic scaler, Woodpecker, Model no.: DTE D7 $195 Dental Instrument carts, 2'x 2'x 19 ", metal, 2 -tier $195 Teeth bleaching light, iBrite, 70" tall $680 Intra -oral camera, Camsight, including printer, computer and $3,400 cart Desk, 42" x 32 ", glass top, with upper glass section, 42" x $120 12 ", metal base Task armchair, fabric seat and back $70 Copier, Brother, Model no.: Laser Fax Intellifax 2840 $120 Desk tiler, with cover $60 Mini- refrigerator, Frigidaire, over /under $150 Microwave, Samsung $30 Table, 44" dlameter, laminate $90 2 of 4 251 -23 74 75 76 77 78 79 so 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 4 1 1 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 3 1 1 EXHIBIT "3" AI<BAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT Dining chairs, fabric seats, metal backs $190 Storage cabinet, 3'x 43" x 18 ", 2 -door, locking $75 Coffee maker, Mr. Coffee, 12 -cup $20 Storage cabinets, 35" x 6'x 2' $190 Storage cabinet, 30" x 6'x 15" $85 Dental stool, leather seat $35 Oxygen crash cart $150 Fire extinguisher, 101b. $30 Neon "open" sign, 32" x 14" $100 Modem, manufacturer and model no. not available $20 Wireless router, manufacturer and model no. not available $25 Computer, Dell, Model no.: Vostro 220, including keyboard, $185 mouse and monitor, 22 ", flat screen Mixer, DMG, Model: MlxstareMotion $1,000 Digital x-ray eraser, AirTechnlques, Model no.:73800 $725 Vacuum fonner, Econo -Vac, with heat $170 Polishing lathe, Baldor, Catalog no.: 350, with splashguard $200 Dust collector/ polishing cabinet, Danville Engineering, $280 Model: Macro Cab Polishing drill, Dream -DX, with rrictor control $95 Plaster cabinet, 21" x 18 ", metal, 2 -11d $80 Paper towel dispenser, metal $20 Dental vibrator, Ray Foster, (Model: Med $35 Root canal device, NSK, Model no.: Endo -Mate DT NE -131 $880 3of4 251 -24 EXHIBIT "3" AKBAR HEIDARINIA, DMD, INC. DBA SOUTH COAST DENTAL GROUP MOVABLE EQUIPMENT 96 1 Gotta cutter, Azdent, Model: A -Blade 97 1 Cart, 12" x 26" x 13 ", metal, 2 plastic drawers 98 1 Dental vacuum, Apollo by Midmark, Model no,: Classic Bronze A VB20S, 208/230V 99 1 Dental air compressor, Narco McKesson, Model no.: 08- 380 -a, 230CV, 20 gallon (estimate) 100 1 Panoramic X -ray unit, Belmont, Model no.: 098, Serial no.: 098- 1920208, 7ma, 13.5 sec, Including controller 102 1 X -ray unit, Belmont, Model no.: 071A, 70 KVP, 10ma, including controller 103 1 X -ray chair, metal base, swivel, vinyl seat and back 104 1 Ultrasonic clearer, Whaledent, Model no.: Bio -Sonic UC100 105 1 Autoclave /sterilizer, Tuttnauer, Model no.: 2340M, 120V, steam 106 3 Digital imaging systems, Gendex, Model: DenOptix 107 1 Lot of dental tools, including handpieces, Midwest Stylus, low speed drills and miscellaneous hand tool, including, but not limited to scrapers, mirrors, tweezers and forceps $90 $65 $700 $2,200 $4,000 $900 $450 $300 $1,400 $21,000 $30,000 TOTAL MOVABLE EQUIPMENT $95,905 4of4 251 -25 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that docurnerit. State of California County o'f-- Orange ) On March 30, 2017 before me, __Jesus Ortiz, Notary Public (Oiscrt name and title of the officer) personally Name of Signer (I Name ol'Signer (2) who proved to me on the basis of satisfactory evidence to be the persoi whose naive is re subscribed to the within instrument and acknowled ed to me tli h she /they execute([ the same in his er /their authorized capacity, and flia[ by its erltheir signaturet on the instiwnent the peisonX, or the entity upon behalf of which the persono acted, executed the instrument. I certifyunder PENALTY OP PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. J<rSU$ OR71Z d ooMM. #2!41901 Netary PabAc Callfarnfa WITNESS my hand and official seal. Log ANt3ELEffi COUNTY �+ M Camm, Ex . Feb. 0 2026 _ (Seal) liaiturc ofNotary Pc c 251 -26