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HomeMy WebLinkAboutCARIBOU INDUSTRIES (11)Recording Requested by Fidelity National Title AT THE REQUEST OF AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Oe. Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 111[IIII[IJ 1I1111111$II111[11I1 II11I 1I111 I1II 111I1 $11 1I I11I NO FEE *$ R 0 0 1 4 1 0 4 1 7 9 $ * 2022000403440 2:56 pm 12109/22 340 NC-5 D10 10 0.00 0.00 0.00 0.00 27.00 0.00 0.000.000.00 0.00 Wrhevalue of Ore propedy in ihls conveyance exclusiveofliensanden 1!nncesis$t0000 a less, and them is no additional consideration received by the grantor, R&T 119117 SPACE ABOVE THIS LINE FOR RECORDER'S USE o GDA �M.Morley s. vgzgvcS) t DZ) EXEMPT FROM RECORDING FEES PURSUANT Return FULLLY EXECUTED TO GOV. CODE § 27383 AND 6103 DEC O 7 2022 cuuy to COTC, M-30 A-2020_265-04 CITY DEED (WITH REVESTMENT PROVISIONS, COVENANTS, RESTRICTIONS AND RESERVATIONS) For a valuable consideration, receipt of which is hereby acknowledged. The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), hereby grants to Caribou Industries, Inc., a Nevada Corporation ("Grantee" or "Developer"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property"). 1. The Property is conveyed in accordance with and subject to that certain Disposition and Development Agreement ("DDA") dated October 5, 2020, for reference purposes only, entered Into between Grantor and Grantee, a copy of which is on file with the City at its offices as a Public Record and which was recorded on January 28, 2021, as Instrument No. 2021000061922 of the Official Records of Orange County, California, and Is incorporated herein by reference. The DDA requires the Developer to construct and meet other requirements as set forth therein. All terms used herein shall have the same meaning as those used in the DDA. 2. The Grantee acknowledges and agrees that the Property is quitclaimed by the City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date of tecordation of this City Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property. 3. As provided in the Disposition and Development Agreement, Grantee shall promptly commence and complete development of the Property in accordance with plans and specifications approved by Grantor. Construction of improvements and development of the Property (the "Improvements") required by the Disposition and Development Agreement shall commence and be prosecuted diligently to completion at the time specified in, and subject to the terms of, the Disposition and Development Agreement. Page 1 of 7 Form Of City Deed 3.1. Grantee shall maintain the Improvements and any other improvements on the Property in good condition and order, shall keep the Property free from accumulation of debris and waste materials and shall permit no action or inaction on the Property such that the Property detracts from the surrounding neighborhood in any substantial manner. 3.2. All obligations imposed upon Grantee herein shall bind any and all successors of Grantee; provided, however, that upon sale or conveyance of the Project, the party selling or conveying shall be relieved of any such obligation to the extent that such obligation arises after the date of sale or conveyance. 4. Grantee covenants and agrees that prior to recordation of the last Certificate of Completion for the Property: 4.1. The Grantor shall have the additional right, at its option, to re-enter and take possession of the Property and all improvements on the Property and to terminate and revest the Property in the Grantor if the Grantee or its successors in interest shall, in accordance with and subject to the terms of the Disposition and Development Agreement: 4.1.1. Fail to commence or complete the construction of the Project and/or Improvements when required by the Disposition and Development Agreement and after sixty days written notice from the Grantor of Grantee's failure to timely commence or complete construction, provided that the Grantee shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default-, or 4.1.2. Abandon or substantially suspend construction of the Project and/or Improvements for a time period in excess of forty-five (45) calendar days, either consecutively or in the aggregate, other than as a result of an Unavoidable Delay. Grantor shall provide sixty days written notice to continue such construction, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default; or 4.1.3. Transfer, or suffer any involuntary transfer, of all or any part of, or interest in, the Property, in violation of the Disposition and Development Agreement or this Grant Deed. 4.2. The right to re-enter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: 4.2.1. Any mortgage or deed of trust permitted by the Disposition and Development Agreement or this Deed and duly approved by the Grantor; or 4.2.2. Any rights or interests provided for the protection of the holders of such mortgages or deed of trust. Page 2 of 7 Form Of City Deed 4.3. The right to reenter, repossess, terminate and revest with respect to the Property shall terminate when the last Certificate of Completion for the Project has been recorded by the Grantor. 4.4. In the event title to all or any part of the Property is revested in the Grantor as provided in this Section 4, the Grantor shall, pursuant to its responsibilities under California Law, use its best efforts to resell the Property or part as soon and in such manner as the Grantor shall find feasible to a qualified and responsible party or parties (as determined by the Grantor) who will assume the obligation of making or completing the Project and Improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Property. Upon such resale of the Property the proceeds thereof shall be applied as follows: 4.4.1. First, the Grantor shall be reimbursed, on its own behalf or on behalf of the City of Santa Ana, California for all costs and expenses incurred by the Grantor, including but not limited to salaries of personnel incurred in connection with the recapture, management and resale of the Property or part (but less any income derived by the Grantor from the Property in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part (or, in the event the Property is exempt from taxation, assessment or such charges during the period of Grantor's ownership thereof, an amount equal to such taxes, assessments or charges as determined by the assessing official as would have been payable if the Property were not exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part at the time of revesting of title in the Grantor or to discharge or prevent such encumbrances or liens from attaching or being made by any subsequent successors or transferees; any expenditures made or obligations incurred with respect to the completion of the Improvements; and any amounts otherwise owed to the Grantor by the Grantee and its successors or transferee; and 4.4.2. Second, to the extent possible, the Grantee shall be reimbursed in an amount not to exceed the sum of (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); (2) the costs incurred for the development of the Property and for the improvements existing on the Property at the time of the reentry and repossession, (3) less any gains or income withdrawn or made by the Grantee from the Property or the Improvements; and 4.4.3. Third, any balance remaining after such reimbursements shall be retained by the Grantor. 4.4.4. To the extent that this right of reverter involves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right of reverter shall, however, be interpreted in light of the fact that the Grantor is by this deed conveying the Property to the Grantee for development and not for speculation in undeveloped land and that such development is a material element of the consideration received by Grantor for the Property. Page 3 of 7 Form Of City Deed 5. Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 5.1. Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Property, now existing or made in the future by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 5.2. Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish Page 4 of 7 Form OF City Deed the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 5.3. Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or to any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti Property pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (1) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 6. Lien Rights. The obligations of the Developer and its successors and assigns under this Section shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 7. Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub -the Developers, sub -lessees or vendees of the Property. The covenant of this Section shall be a covenant running with the land of the Property and binding on successive owners of all or any Paoe 5 of 7 Form Of City Deed portion of the Property, until the City issues the last Certificate of Completion for the Project. 7.1. Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in - interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non-discrimination or non - segregation covenants: 7.1.1. In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land," 7.1.2. In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased.° 7.1.3. In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub- lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. Page 6 of 7 Form Of City Deed A-2020-265-04 8. All covenants contained in this Deed shall be covenants running with the land and equitable servitudes thereon. The covenants contained in Section 4 of this Deed shall terminate upon issuance of the last Certificate of Completion for the Project. The covenants contained in this City Deed shall remain in effect in perpetuity unless specified otherwise; provided, however, that if the state law requiring such covenants changes such that such covenants are not required to remain in effect in perpetuity, such covenants shall terminate at such earlier date as may be permitted by state law. 9. The covenants in this City Deed shall be binding for the benefit of Grantor, the City of Santa Ana and, if applicable, any successor in interest to said parties. Such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The right to exercise all of the right and remedies, and to maintain any actions at law or suits in equity or contained and this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and such aforementioned parties. 10. The covenants contained in this City Deed shall be deemed to be covenants running with the land and shall bind and benefit future purchasers, encumbrances and transferee. EXECUTED ON 2022 in , California. CITY: THE CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California Dated: By: Name: �stine Ridge Its: City Manager ATTEST: By:. City Clerk* APPROVED AS TO FORM. - By: f C' Attorneys--�, [NOTE: All signatures must be notarized] Page 7 of 7 Form Of City Deed ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On December 7, 2022 before me, Claudia M. Fernandez -Shaw, Notary Public (insert name and title of the officer) personally appeared Kristine Ridge who proved to me on the basis of satisfactory evidence to be the persono whose name m-re- subscribed to the within instrument and acknowledged to me thate-y-executed the same in _hi he ` heir authorized capacity(�ee), and that by-him-heir-signature(s') on the instrument the person( 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. CCLAI:QIAM.FERNANOEZ SHAW Notaryblic - California WITNEySS-my hand and officials al. Orange Ca my ion 4 2388597y Comm, Expires Jan 25, 2026 Si EXHIBIT {4A" PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2,3,6 and the northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5 and 6 in Block 12 of the town of Santa Ana, as shown on a map recorded in Book 2, Page 51 of miscellaneous records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said map, as vacated and described in that certain resolution No. 82-17 of the city council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of official records of Orange County, California, bounded southerly by the north line of Third Street, 60.00 feet wide, and bounded northerly by a line parallel with and distant northerly 140.00 feet, measured at right angles, from said north line of Third Street. Excepting therefrom the easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual casement for ingress and egress over the south 2.50 feet of the east 15.00 feet of Lot 3 in Block 11 of the town of Santa Ana, as shown on a map recorded in Book 2, Page 51 of miscellaneous records of Los Angeles County, California, as reserved in the deed to J. E. Lieberg et al., dated June 5, 1923 and recorded in Book 475, Page 362 of deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the town of Santa Ana, as per map recorded in Book 2, Page 51 of miscellaneous records of Los Angeles County, California, which adjoins the east boundary line of the south 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain agreement, dated July 1, 1919 by and between H. R. Andre, also known as Roy Andre, et al., as parties of the first part, and L. J. Carden et al., as parties of the second part recorded August 19, 1919 in Book 341, Page 362 of deeds, records of Orange County, California. Subject to the following five (5) reservations, restrictions and casements: A public alley easement in favor of the City of Santa Ana over that portion of land in the city of Santa Ana, county of Orange, state of California more particularly described as follows: the northerly 10.00 feet of lots 5 and 6, in block 11 of the town of Santa Ana as shown on a map recorded in book 2, page 51 of miscellaneous records of Los Angeles County, California. A private ingress and egress easement in favor of the City of Santa Ana, with the right to grant to others, over that portion of land in the city of Santa Ana, county of Orange, state of California more particularly described as follows: the northerly 10.00 feet of lots 5 and 6, in block 12 of the town of Santa Ana as shown on a map recorded in book 2, page 51 of miscellaneous records of Los Angeles County, California. A no build (habitable structure) zone restriction in favor of the City of Santa Ana over that portion of land in the city of Santa Ana, county of Orange, state of California more particularly described as follows: the northerly 15.00 feet of lots 5 and 6, in block 11 and the northerly 15.00 feet in block 12 of the town of Santa Ana as shown on a map recorded in book 2, page 51 of miscellaneous records of Los Angeles County, California. An easement for fire access purposes in favor of the City of Santa Ana over that portion of land in the city of Santa Ana, county of Orange, state of California more particularly described as follows: the northerly 10.00 feet of lots 5 and 6, in block 11 and the northerly 10.00 feet in block 12 of the town of Santa Ana as shown on a map recorded in book 2, page 51 of miscellaneous records of Los Angeles County, California. An easement for operations and maintenance of public utilities (water, sewer, storm drain) proposed in favor of the City of Santa Ana over that portion of land in the city of Santa Ana, county of Orange, state of California more particularly described as follows: the northerly 24.00 feet of lots 5 and 6, in block 1 1 and the northerly 24.00 feet in block 12 of the town of Santa Ana as shown on a map recorded in book 2, page 51 of miscellaneous records of Los Angeles County, California.