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HomeMy WebLinkAboutSA 2017-001SUCCESSOR AGENCY RESOLUTION NO. 2017-001 A RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA APPROVING A PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE SUCCESSOR AGENCY AND MARIANNE P. COVINGTON, RIDLEY J. POLITISKI AND MICHAEL P. POLITISKI, AS TRUSTEES OF THE MARITAL TRUST OF THE POLITISKI TRUST DATED DECEMBER 4, 2000 WHEREAS, the Community Redevelopment Agency of the City of Santa Ana (the "Redevelopment Agency") operated pursuant to Part 1 of Division 24 of the California Health and Safety Code as a redevelopment agency and, in connection with its activities, acquired certain property consisting of approximately 3,929 square feet designated as APN 005-142-21 at 830 N. Parton Street (the "Successor Agency Property"); and WHEREAS, by ABx1 26 enacted by the California Legislature during 2011 (the "2011 Dissolution Act"), the California Legislative eliminated every redevelopment agency within the State of California, including without limitation the Redevelopment Agency. Provisions relating to the dissolution of redevelopment agencies were elaborated upon by AB 1484, Chapter 26, Statutes of 2012 ("AB 1484" and, together with the 2011 Dissolution Act, the "Dissolution Provisions"); and WHEREAS, the Dissolution Provisions provide that a successor agency shall be designated for each redevelopment agency to implement the dissolution of each such redevelopment agency; the City of Santa Ana acting as the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana has been designated as the successor agency to the Redevelopment Agency (in such capacity, the "Successor Agency"); and WHEREAS, pursuant to the 2011 Dissolution Act, an oversight board ("Oversight Board") has been established to oversee the wind-up of the activities of the Redevelopment Agency; and WHEREAS, in implementation of the Dissolution Provisions, and particularly in connection with managing the disposition of properties formerly held by the Redevelopment Agency that were not acquired with moneys from the Redevelopment Agency's low- and moderate -income housing fund ("Non -Housing Properties"), the Successor Agency prepared and submitted to the Oversight Board a long range property management plan: such long range property management plan was approved by the Oversight Board and the California Department of Finance (the "LRPMP"). The LRPMP identifies the Successor Agency Property as property to be sold, with the net proceeds of sale to be applied as provided in the LRPMP; and Resolution 2017-001 Page 1 of 5 WHEREAS, a private entity, Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 ("Buyer") has proposed to purchase the Successor Agency Property from the Successor Agency on those terms and conditions as set forth in that certain Purchase and Sale Agreement and Joint Escrow Instructions as submitted herewith (the "Purchase and Sale Agreement"); and WHEREAS, the Successor Agency has reviewed the terms of the Purchase and Sale Agreement, the staff report, testimony given in connection with this item, and a report prepared by a land economist, and has determined that the Purchase and Sale Agreement provides a reasonable price for the Successor Agency Property; and WHEREAS, notice of the proceedings at which the Purchase and Sale Agreement is to be considered were published in a newspaper of general circulation; and WHEREAS, the proposed Purchase and Sale Agreement, and a staff report describing various aspects of the proposed Purchase and Sale Agreement (the "Report"), were available for public inspection prior to the joint public hearing; and WHEREAS, on October 17, 2017, the governing board of the Successor Agency held a public hearing on the proposed Agreement, at which time the Successor Agency reviewed and evaluated all of the information, testimony, and evidence presented during the joint public hearing; and WHEREAS, all actions required by all applicable law with respect to the proposed Purchase and Sale Agreement have been taken in an appropriate and timely manner; and WHEREAS, the Successor Agency has reviewed the Report and has evaluated other information provided to it pertaining to the findings proposed to be made hereunder. NOW THEREFORE, BE IT RESOLVED BY THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Successor Agency hereby approves the Purchase and Sale Agreement in substantially the form presented to the Successor Agency, subject to such revisions as may be made by the City Manager or his/her designee. The City Manager is hereby authorized to execute the Purchase and Sale Agreement (including without limitation a grant deed and all attachments thereto) on behalf of the Successor Agency. A copy of the Purchase and Sale Agreement when executed by the Successor Agency shall be placed on file in the office of the Secretary of the Successor Agency. The Secretary of the Successor Agency shall transmit or cause to be transmitted to the Resolution 2017-001 Page 2 of 5 Oversight Board a copy of the Purchase and Sale Agreement together with a copy of this Resolution. Section 3. The City Manager or his/her designee is hereby authorized, on behalf of the Successor Agency, to make revisions to the Purchase and Sale Agreement which do not increase the Successor Agency's obligations or materially or substantially reduce the consideration payable to the Successor Agency, to sign a grant deed and any other documents the execution of which is necessary or convenient to effect the sale of the Successor Agency Property, to make all approvals and take all actions necessary or appropriate to carry out and implement the Purchase and Sale Agreement and to administer the Successor Agency's obligations, responsibilities and duties to be performed under the Purchase and Sale Agreement and related documents. Section 4. In accordance with the California Environmental Quality Act (CEQA), the sale of surplus government property is categorically exempt per §15312 of the CEQA Guidelines. Class 12 consists of sales of surplus government property. Section 5. This Resolution shall take effect upon its adoption and execution in the manner as required by the applicable provisions of the California Health & Safety Code shall govern the effectiveness of the Purchase and Sale Agreement. Section 6. The City Manager is hereby authorized and directed to submit the Purchase Agreement to the Oversight Board for approval in accordance with Health and Safety Code Section 34181(a). Section 7. This Resolution shall take effect immediately upon its adoption by the Successor Agency, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. [Signatures on subsequent page] Resolution 2017-001 Page 3 of 5 ADOPTED this 17th day of October, 2017. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: al 0- Ry e� lode f Assi�fiant C fy Attorney AYES: Councilmembers NOES: Councilmembers: ABSTAIN: Councilmembers; Benavides, Pulido, Tinaiero, Villegas (4) NOT PRESENT: Councilmembers: Martinez. Sarmiento. Solorio (3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2017-001 to be the original resolution adopted by the Successor Agency on October 17, 2017. Date: Maria D. Huizar Clerk of the Council City of Santa Ana Resolution 2017-001 Page 4 of 5 EXHIBIT "A" PURCHASE AND SALE AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AND MARIANNE P. COVINGTON, RIDLEY J. POLITISKI AND MICHAEL P. POLITISKI, AS TRUSTEES OF THE MARITAL TRUST OF THE POLITISKI TRUST DATED DECEMBER 4, 2000 PROPERTY: 830 N. PARTON STREET (APN 005-142-21) (See Attachment) Refer to Laserfiche for Exhibit A Resolution 2017-001 Page 5 of 5 EXHIBIT A TO EXHIBIT 4 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana BUYER: Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 DATED: October 17, 2017 (830 N. Parton Street, APN 005-142-21) EXHIBIT A TO EXHIBIT 4 BASIC TERMS Buyer: Marianne P. Covington, Ridley J. Politiski and MichaelP. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 Buyer's Address: Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 Attention: Ridley J. Politiski, Trustee 320 S. Santa Maria Street Orange, CA 92869 E-mail address: Tel.: (714) 552-1174 Fax: (__) City: The City of Santa Ana Closing: The recording of the Deed Closing Contingency Date: November 30, 2017 Closing Date Estimated to occur by December 15, 2017, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Deposit: Twenty Thousand Dollars ($20,000.00) Effective Date: October 17, 2017 Escrow Holder: Commonwealth Land Title Insurance Company 4100 Newport Place, Suite 120 Newport Beach, CA 92660 Tel: (949) 724-3142 Fax: (949) -_ Attention: Kelly Ralph, Escrow Officer (direct: (949) 724-3142; email: kell�ral hhkcltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200.00) Outside Date: December 31, 2017; provided that such date may be extendedby mutual writing agreement by Seller and Buyer Oversight Board: The Oversight Board to the Successor Agency to the former EXHIBIT A TO EXHIBIT 4 Community Redevelopment Agency of the City of Santa Ana Owner of Adjacent Property Marianne P. Covington, Ridley J. Politislci and Michael P. Politiski, as Trustees of the Marital Trust of the Politislci Trust dated December 4, 2000 Purchase Price: One Hundred Fifty Five Thousand Dollars ($155,000.00) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 005-142-21 Rental Agreement: See Recital A Seller: Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana Seller's Address: 20 Civic Center Plaza, M-25 Santa Ana, California 92701 Attention: Executive Director Tel. (714) 647-5360 Fax: (714) 647-6549 Email: sgorospe2santa-ana.org Soil and Title Contingency Date: November 25, 2017 Title Company: Commonwealth Land Title Insurance Company 4100 Newport Place, Suite 120 Newport Beach, CA 92660 Tel: (949)--- Attention:- 949)=Attention: Title Officer (direct: (949)_-_; email: ) (or another title insurer mutually acceptable to Buyer and Seller) EXHIBIT A TO EXHIBIT 4 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement') is made and entered into as of October 17, 2017 (the "Effective Date") by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is unoccupied and is improved as part of a parking lot. The Real Property is subject to a rental agreement with the Owner of the Adjacent Property (the "Rental Agreement'). The Owner of the Adjacent Property is related to the Buyer. Buyer agrees to cause the Owner of the Adjacent Property to cancel the Rental Agreement concurrent with the conveyance of the Real Property to Buyer under this Agreement. By executing this Agreement, each of Seller and Buyer consent to the termination of the Rental Agreement automatically as of the Closing. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. C. In addition to the Purchase Price, a material consideration to Seller in agreeing to sell the Real Property to Buyer pursuant to this Agreement and but for which Seller would not have agreed to enter into this Agreement or sell the Real Property to Buyer, Buyer has: (i) Agreed to pay to Seller or to deposit with the Escrow Holder for delivery to Seller the Independent Consideration Amount; and (ii) Agreed to deposit with the Escrow Holder for delivery to Seller the Deposit; (iii) Agreed to the provisions set forth in Sections 14 and 15 hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined as the fee interest in the Real Property to be conveyed by a grant deed in the form of the Deed. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for the Real Property. Upon payment of the Purchase Price, the use of sales proceeds by Seller is a matter with which Buyer is not concerned. EXHIBIT A TO EXHIBIT 4 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow ("Escrow") shall be deemed opened ("Opening of Escrow") on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date, Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. This Agreement will constitute escrow instructions to the Escrow Holder. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer. (b) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement and Seller holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller's default hereunder, (ii) the failure of the Oversight Board to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance ("DOF") which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Deposit. Within seven (7) days after the Effective Date, Buyer shall submit to Escrow Holder the Deposit. The Deposit shall be released to Seller upon either: (i) the Closing (as part of the Purchase Price) or (ii) the failure to close by reason of Buyer's default under this Agreement. (d) Treatment of Deposit. LIQUIDATED DAMAGES; DISPOSITION OF DEPOSIT. IF THE CLOSING DOES NOT OCCUR SOLELY BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, THE PARTIES HAVE AGREED THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCH EVENT IS AND SHALL BE THE RIGHT TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, AS SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT. SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAWS. IF THE CLOSING DOES NOT OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE RETURNED IMMEDIATELY TO BUYER (WITL-IOUT LIMITATION ON AND IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES OF BUYER). EXHIBIT A TO EXHIBIT 4 BUYER'S INITIALS SELLER'S INITIALS (e) Closine. For purposes of this Agreement, the "Closing" or "Closing Date" shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the outside Closing Date (i.e. the Outside Date); provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non -defaulting party against the defaulting party. 4. Seller's Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the Property Documents"): (a) Such reasonable proof of Seller's authority and authorization to enter into this Agreement and to consummate this transaction consistent with the terms of this Agreement, including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. (b) To the extent in the possession of Seller, all materials related to pending or threatened litigation involving the Real Property, including correspondence, complaints, court orders, settlements, and judgments to the extent such matters are within the actual knowledge of the Executive Director of the Successor Agency, no investigation with respect thereto having been undertaken. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the "Natural Hazard Report") within twenty (20) calendar days after the Opening of Escrow, but in no event later than the thirtieth (30`x') day after the Effective Date. Buyer has previously received and reviewed the Rental Agreement; Seller need not provide Buyer with a copy of the Rental Agreement. 5. Buyer's Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise agreed in writing by Seller prior to entry is effected, Buyer and Buyer's employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to make such evaluations, inspections, tests or investigations as Buyer deems necessary or appropriate, including any "Phase 1" or "Phase 2" investigations of the Real Property. If, based upon such evaluations, inspections, tests or investigations, Buyer determines that it, in its sole discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date. Furthermore, if Buyer does not approve in writing this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have disapproved the evaluations, inspections and tests as provided herein and to have elected not to proceed with this transaction on the terms and EXHIBIT A TO EXHIBIT 4 conditions of this Agreement and this Agreement shall be deemed cancelled. Seller shall be provided a copy of all reports and test results provided by Buyer's environmental consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness; provided however, Buyer will not be required to deliver any such reports or test results if the written contract which Buyer entered into with the environmental consultant who prepared such report or test results specifically forbids the dissemination of the report or test results to others. Buyer shall bear all costs, if any, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and against all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys' fees or mechanics' liens arising out of or resulting from any entry or activities on the Real Property by Buyer, Buyer's agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section 5 include the discovery of pre-existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, 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 Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §6901 et seq. (b) No Warranties as To the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an "as is" condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. 11 t�1: ILiY /t` til x:1711 l Y i! (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall comply with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property ("Governmental Requirements") with respect to Hazardous Materials. 6. Buyer's Conditions Precedent and TerminationRight. (a) Conditions Precedent. The Closing and Buyer's obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction, approval, or written waiver of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for Buyer's benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, but in no event later than the thirtieth (30`h) day after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the "Report") describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the "Exceptions") set forth in the Repot; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer's Title Policy shall include an endorsement against the effect of any mechanics' liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer's sole discretion, any matters of title disclosed by the following (collectively, the "Title Documents"): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer's sole cost and expense. Buyer's failure to approve in writing the Title Documents prior to the Soil and the Title Contingency Date shall be deemed to be a disapproval of the Title Documents. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages, and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer's Title Policy. On or before the Closing, the Title Company shall, upon payment (by Seller in accordance with Section 10(a)) of the Title Company's premium, have agreed to issue to Buyer, a standard ALTA owner's policy of title insurance insuring only as to matters of record title ("Standard Buyer's Title Policy") in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to (i) the standard, preprinted exceptions to Buyer's Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a standard ALTA policy (such as an owner's extended coverage ALTA policy); provided, however, that Buyer's ability to obtain such extended coverage shall not be a Buyer's Contingency and Buyer's obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate moneys to purchase EXHIBIT A TO EXHIBIT 4 the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Inspections and Studies. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer's sole and absolute discretion, the results of any physical and legal inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. For the avoidance of doubt, if Buyer fails to give such written notice on or before the Soil and Title Contingency Date, Buyer will be deemed to have elected to terminate this Agreement. (iv) Natural Hazard Report. Within twenty (20) calendar days after the Opening of Escrow, but in no event later than the thirtieth (30th) day after the Effective Date, Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described at Section 8(a)(iii) of this Agreement. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer's sole discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller's delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be true and correct as of the date made and materially true and correct as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer's Title Policy consistent with the provisions of this Agreement. (ix) Oversight Board and DOE Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOE, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) Consents. All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement will have been obtained and furnished by Seller to Buyer. (xi) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (b) Termination Right. Each of paragraphs (b) (i) and (ii) below shall operate independently and each shall entitle the respective party to terminate this Agreement, as follows: M EXHIBIT A TO EXHIBIT 4 (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b) of this Agreement, then Seller may terminate this Agreement by giving notice thereof toBuyer. (ii) If any of Buyer's Contingencies are not to be met by the Closing Contingency Date, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has neither terminated this Agreement in writing ("Termination Notice") on or before 5:00 p.m. on the Monday preceding the scheduled Closing ("Termination Notice Deadline"), and/or Buyer has approved in writing all of Buyer's Contingencies, then all such Buyer's Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has approved in writing the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer's Contingencies shall be deemed to have been satisfied. (c) Seller's Cure Right. Buyer shall notify Seller, in Buyer's Termination Notice, of Buyer's disapproval or conditional approval of any Title Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer's disapproval or conditional approval of the Title ,Documents) within five (5) business days after Seller's receipt of Buyer's Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller's failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer's Title Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller's expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five -(5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). For the avoidance of doubt, if Buyer fails to give such notice within such three (3) business day period, Buyer will be deemed to have elected to terminate this Agreement. 7. ,Seller's Conditions Precedent and Termination Right. The Closing and Seller's obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent ("Seller's Contingencies"), which are for Seller's benefit only: (a) Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title is satisfactory and Buyer has approved a pro forma title policy. EXHIBIT A TO EXHIBIT 4 (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with Closing. (d) Oversight Board and, if applicable, DOF Approval. The approval by the Oversight Board shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement, and, if required as a matter of law or as a condition by the Title Company as a condition of the Title Company issuing its policy of title insurance, DOF approval. (e) Delivery of Documents. Buyer's delivery of all documents described in Section 9(a), below. Should any of Seller's Contingencies not be met by the respective times set forth for the satisfaction for such contingency, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6(b)(i). If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer. S. Seller's Deliveries to Escrow Holder. (a) Seller's Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Seller's Delivered Items"): (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms. The Transferor's Certificate of Non - Foreign Status in the form attached hereto as Exhibit C (the "FIRPTA Certificate"), together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the "California Exemption Certificate"). (iii) Hazard Disclosure Report. Consistent with the terms of this Agreement, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller's cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the "Natural Hazard Report") before the Closing. (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller's authority and authorization to enter into this Agreement and to consummate this transaction. (vi) Final Escrow Instructions. Seller's final written escrow instructions to close escrow in accordance with the terms of this Agreement. 10 EXHIBIT A TO EXHIBIT 4 (vii) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of thisAgreement. (b) Failure to Deliver. Should any of Seller's Delivered Items not be timely delivered to Escrow, Buyer shall, by written notice to Seller, provide Seller with five (5) business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller such five (5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer's Deliveries to Escrow. (a) Buyer's Delivered Documents. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Buyer's Delivered Items"): (i) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount and the Deposit, together with additional funds as are necessary to pay Buyer's closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Seller shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately afterClosing. (ii) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (iii) Final Escrow Instructions. Buyer's final written escrow instructions to close escrow in accordance with the terms of this Agreement. (iv) Authori . Such proof of Buyer's authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. (v) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. (b) Failure to Deliver. Should any of Buyer's Delivered Items not be timely delivered to Escrow, Seller shall, by written notice to Buyer, provide Buyer with five (5) business days 11 EXHIBIT A TO EXHIBIT 4 to deliver all of Buyer's Delivered Items. If Seller's notice provides Buyer such five (5) business days to deliver Buyer's Delivered Items, and if Buyer's Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Seller shall immediately be returned to Seller; the Independent Consideration, if not earlier released by Escrow Holder to Seller, shall be released to Seller. Under no circumstances shall Seller have any responsibility to or duty to pay consultants or real estate brokers retained by Buyer, Buyer being solely responsible in connection with any such contractual arrangements of Buyer. 10. Costs and Expenses. (a) Seller's Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller's share of perorations; (iii) the premium for a Standard Buyer's Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) one half of the escrow charges; and (vii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's Costs and Debited Amounts"). (b) Buyer's Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) Buyer's share of prorations, (ii) the premium for title insurance other than or in excess of a Standard Buyer's Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner's extended coverage policy of title insurance; (iii) one half of escrow charges; (iv) recording and other costs of closing; (v) costs, if any, for such services as Buyer may additionally request that Escrow perform on its behalf; and (vi) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, "Buyer's Costs and Debited Amounts"). (c) Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. Buyer represents to Seller that Buyer and not Seller shall be solely responsible for payment in connection with the services of any consultants, finders or real estate brokers engaged by Buyer in connection with the purchase of the Real Property from the Seller. Seller has not engaged the services of any consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer. Seller shall not be responsible for any real estate commissions in connection with the sale of the Real Property under this Agreement and no amount of the Purchase Price shall be applied for any such commissions. 11. Prorations: Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer's approval (the "Proration and Expense Schedule"). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes 12 EXHIBIT A TO EXHIBIT 4 available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the "Tax Code") as evidenced by the delivery to Escrow Holder for release to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Seller shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Buyer, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to payment of the premium therefor) to issue the Buyer's Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer's Costs and Debited Amounts, Seller's Costs and Debited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer's share of closing costs) as the commission for Buyer's real estate broker, if any (unless Buyer's real estate broker shall deliver a written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer's Real Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of Orange, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuanthereto. 13 EXHIBIT A TO EXHIBIT 4 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of Orange, the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer's Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports, Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranti (a) Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing: (i) Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable,DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the material breach of any terms, 14 EXHIBIT A TO EXHIBIT 4 conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best knowledge of the Executive Director of the Successor Agency, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property, other than the Rental Agreement. (viii) To the best knowledge of the Executive Director of the Successor Agency, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the RealProperty. (ix) To the best knowledge of the Executive Director of the Successor Agency, there are no mechanics', materiahnen's or similar claims or liens presently claimed or which will be claimed against the Rcal Property for work performed or commenced for Seller or on Seller's behalf prior to the date of thisAgreement. (x) To the best knowledge of the Executive Director of the Successor Agency, there are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing. To the best knowledge of the Executive Director of the Successor Agency, there are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, other than the Rental Agreement, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing, except for any recorded easements to the City of Santa Ana for public purposes. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof, other than the Rental Agreement. (b) Subsequent Changes to Seller's Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the "Seller's Representation Matter"), then the party who has learned, 15 EXHIBIT A TO EXHIBIT 4 discovered or become aware of such Seller's Representation Matter shall promptly give written notice thereof to the other party and Seller's representations and warranties shall be automatically limited to account for the Seller's Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller's representation shall be qualified by such Seller's Representation Matter and Seller shall have no obligation to Buyer for such Seller's Representation Matter. (c) Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof andthereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer's properties are bound. (v) Buyer is required to maintain the property, including trash and weed abatement, as necessary, after the transfer of title to the property to the Buyer is completed. (d) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the parry who has learned, discovered or become aware of such Buyer's Representation Matter shall promptly give written notice thereof to the other party and Buyer's representations and warranties shall be automatically limited to account for the Buyer's Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves 16 EXHIBIT A TO EXHIBIT 4 any such change. If Seller does not elect to terminate this Agreement, Buyer's representation shall be qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such Buyer's Representation Matter. 14. Fair Value Price. The Purchase Price is equal to the amount determined by an independent appraiser retained by Seller to represent the fair market value of the Real Property. Each of Buyer and Seller believes that the Purchase Price represents a fair value price for the Real Property. This Agreement does not require that Buyer undertake any improvements to the Real Property. At such time, if any, as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in conformity with all applicable laws, including without limitation labor standard and wage rate requirements to the extent such labor and wage requirements are applicable. Buyer, including but not limited to its contractors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the "State Prevailing Wage Law"), if applicable, and, if applicable, federal prevailing wage law ("Federal Prevailing Wage Law" and, together with State Prevailing Wage Law, "Prevailing Wage Laws") with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non -applicability of the Prevailing Wage Laws to improvements to the Real Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer's acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 14 shall survive Closing. 15. General Provisions. (a) Indemnification. In addition to the Purchase Price, a material consideration to Seller in agreeing to sell the Real Property to Buyer pursuant to this Agreement and but for which Seller would not have agreed to enter into this Agreement or sell the Real Property to Buyer, Buyer: (i) has agreed to assume all responsibility for terminating, with the consent of Seller, the rights of the Owner of the Adjacent Property to rent the Real Property, and (ii) has agreed to the remaining provisions of this Section 15. Buyer agrees to and shall indemnify and hold the Seller, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from any claims made by the Owner of the Adjacent Property with respect compliance with following: i) Title 49 Code of Federal Regulations Part 24, (the "Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally -Assisted Programs"); ii) California Government Code § 7260-7277 (the "California Relocation Assistance Law"); iii) Title 25, California Code of Regulations, Chapter 6, Subchapter 1 (the "California Relocation Assistance and Real Property Acquisition Guidelines"); and/or iv) any other applicable law (collectively, the "Relocation Assistance Laws"). As part of the foregoing indemnity, Buyer agrees to protect and defend at its own expense, including attorney's fees, the Seller, its elected officials, employees, agents or representatives from any and all legal actions based 17 EXHIBIT A TO EXHIBIT 4 upon such actual or alleged acts or omissions with respect to the Relocation Assistance Laws. Buyer hereby waives any and all rights to any types of express or implied indemnity against the Seller, its elected officials, employees, agents or representatives, with respect to claims against the Buyer from the Owner of the Adjacent Property relating to or in any way connected with the Relocation Assistance Laws. This Section 15 shall survive Closing. (b) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi -public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (c) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, "Notices") shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties' respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (d) Brokers. Buyer assumes sole responsibility for any consultants or brokers, including without limitation Rick Gill of ,Daum Commercial Real Estate Services ("Daum", and together with any other consultants, finders or brokers, "Buyer's Agents") it may have retained in connection with the purchase of the Real Property (and Seller shall have no responsibility in connection with such matters). Buyer represents to Seller that: (i) Buyer shall be solely responsible for compensation, if any, payable to Daum, and (ii) except for Daum, Buyer has engaged no Buyer's Agents in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder's fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement other than Buyer's costs with respect to Buyer's real estate broker, if any. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. (e) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements 18 EXHIBIT A TO EXHIBIT 4 contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (f) Coo eration. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. It is not contemplated by Buyer or Seller that DOF will determine that DOF requires time to review this Agreement; however, in the event DOF determines that it requires time to review the Agreement, Buyer and Seller will not unreasonably withhold their consent to the extension of dates set forth in this Agreement to accommodate such review by DOF. (g) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. (h) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. "Day" means a calendar day unless otherwise expressly set forth. (i) Counterparts; Electronic Signatures, This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A signature by facsimile or as an attachment to electronic mail in "Portable Document Format" (PDF), or "Tagged Image File Format" (TIFF) shall be deemed an original signature. 0) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (k) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the partieshereto. (1) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (m) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 19 MHIIIY /_r Col OM 11:11 W (n) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State ofCalifornia. (o) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for allpurposes. (p) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (q) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the partieshereto. (r) Assignment. Buyer may not assign its rights under this Agreement without the prior written consent of Seller; provided, however, that Buyer may assign its rights under this Agreement to a trust, partnership, or other entity in which the trustor of Buyer, or a named beneficiary of Buyer, owns no less than fifty percent (50%) of the equity ("Permitted Assignee") without the prior written consent of Seller so long as the Permitted Assignee agrees in writing enforceable by Seller that Permitted Assignee will be deemed Buyer under this Agreement (including without limitation the attachments hereto) for all purposes and will succeed to all rights and obligations of Buyer remaining as of the date Seller receives written notice of such assignment together with evidence demonstrating agreement of the Permitted Assignee to be bound to Seller hereunder. In the event of an assignment to a Permitted Assignee which complies with the foregoing portion of this paragraph (r) of Section 15, Buyer shall be required to notify Seller of such assignment. (Signatures on followingpage) 20 EXHIBIT A TO EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho Cit 12 RECOMMENDED FOR APPROVAL: "SELLER" SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public entity, corporate and politic Cynthia J. Kurtz Interim City Manager "BUYER" MARIANNE P. COVINGTON, RIDLEY J. POLITSKI AND MICHAEL P. POLITISKI, AS TRUSTEES OF THE MARITAL TRUST OF TILE POLITISKI TRUST DATED DECEMBER 4, 2000 By: Name: Marianne P. Covington Its: Trustee By: By: Name: Ridley J. Politiski Robert M. Zur Schmiede Its: Trustee Interim Executive Director Name: Michael P. Politiski Its: Trustee 21 EXHIBIT A TO EXHIBIT 4 Acceptance by Escrow Holder: Commonwealth Land Title Insurance Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, a public entity, corporate and politic ("Seller"), and Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 ("Buyer") and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: 12017 COMMONWEALTH LAND TITLE INSURANCE COMPANY am 22 EXHIBIT A TO EXHIBIT 4 1*4:111.3YII1 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Orange, described as follows: [to come] APN: 005-142-21 A-1 EXHIBIT A TO EXHIBIT 4 EXHIBIT B DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 320 S. Santa Maria Street Orange, CA 92869 Attn: Ridley J. Politiski, Trustee APN: 005-142-21 [Space above for recorder.] DOCUMENTARY TRANSFER TAX computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana, a public entity, corporate and politic ("Grantor"), hereby grants to Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 ("Grantee"), that certain real property located in the County of Orange, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the "Property"), subject to existing easements, restrictions and covenants of record. La EXHIBIT A TO EXHIBIT 4 IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of 2017. SUCCESSOR AGENCY TO THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA UM Name: Cynthia J. Kurtz Its: Interim City Manager MN EXHIBIT A TO EXHIBIT 4 ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Orange, described as follows: [to come] APN: 005-142-21 ATTACHMENT NO. 1 TO GRANT DEED TO EXHIBIT B EXHIBIT A TO EXHIBIT 4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On personally appeared ss. before me, , Notary Public, (Print Name of Notary Public) 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 acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [11womcr:1r Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer ❑ Partner(s) ❑ Limited ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Peasants) Or Entity(ies) ❑ General DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents EXHIBIT A TO EXHIBIT 4 EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR'S CERTIFICATE OF NON -FOREIGN STATUS To inform Marianne P. Covington, Ridley J. Politiski and Michael P. Politiski, as Trustees of the Marital Trust of the Politiski Trust dated December 4, 2000 ("Transferee"), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended ("Code") will not be required upon the transfer of certain real property to the Transferee by the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (the, "Transferor"), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor's social security number or U.S. employer identification number is as follows: 95-6000785. The Transferor's home or office address is: 20 Civic Center Plaza, M-25 City of Santa Ana, CA 92701 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by Pine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document. Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana C-1