Loading...
HomeMy WebLinkAboutItem 16 - Purchase and Sale Agreement for 1601 and 1607 N Bristol StreetPublic Works Agency www.santa-ana.org/public-works Item # 16 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report October 15, 2024 AGENDA TITLE Purchase and Sale Agreement and Appropriation Adjustment, in the Same Amount for the Sale of City -owned Real Property, Formerly Portions of 1601 and 1607 North Bristol Street, to Bristol Center Properties, LLC; Amend Purchase and Sale Agreement with Bristol Center Properties to Extend the Deadline to Open A Drive-Thru Restaurant or Drive-Thru Cafe at 1601 and 1607 North Bristol Street by 18 Months (Non -General Fund) RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing revenue in the amount of $2,989 in the Select Street Construction Fund, Sale of Land revenue account for Fiscal Year 2024-25 from the sale of City -owned property formerly portions of 1601 and 1607 North Bristol Street and appropriating the same amount to the OCTA Bristol Street Corridor Improvements, Improvements Other Than Building expenditure account. Receipt of Measure M Street Construction proceeds in the amount of $6,811 will be disbursed to the Orange County Transportation Authority (OCTA). (Requires five affirmative votes) 2. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $2,989 of funding into the Bristol Street Improvements Project (No. 11-6741). 3. Authorize the City Manager to execute a purchase and sale agreement with Bristol Center Properties, LLC for the sale of 392 square feet of City -owned property formerly portions of 1601 and 1607 North Bristol Street (APN 405-252- 21 & 22), in the amount of $9,800 (Agreement No. A-2024-XXX). 4. Authorize the City Manager to execute the first amendment to the agreement with Bristol Center Properties to extend the deadline to open for business to the public for a drive-thru restaurant or drive-thru cafe at 1601 and 1607 North Bristol Street by 18 months (Agreement No. A-2024-XXX). GOVERNMENT CODE 484308 APPLIES: Yes 1601 and 1607 N Bristol Street October 15, 2024 Page 2 DISCUSSION On December 21, 2021, the City Council authorized the City Manager to execute a purchase and sale agreement (PSA) (Exhibit 1) for the sale of 1601 and 1607 North Bristol Street (Exhibit 2) to Southwest Properties Group. The sale from the City to Southwest Properties Group, and a subsequent property transfer to Bristol Center Properties, LLC (Developer), was recorded on May 19, 2022. As part of the PSA, the Developer had to complete the development by November 19, 2024. In 2023, the Developer submitted applications to the City to develop the properties at 1601 and 1607 North Bristol Street into a drive -through coffee restaurant. Subsequently, during the Site Plan review process for the development project, staff determined that a 392 square -foot portion (Exhibit 3) of Bristol Street right of way is situated outside the limits of the street improvements, and that the right of way could be vacated, conveyed to the developer, and incorporated into the private property site to facilitate a more efficient development. The conveyance requires a series of actions concluding with the recommended actions. Background During the course of the Bristol Street Improvement Project, the Public Works Agency acquired properties along the Bristol Street corridor. The City purchased properties at 1601 North Bristol Street (APN 405-252-21) and 1607 North Bristol (APN 405-252-22) to accommodate the Bristol Street Improvements from Washington Street to 17t" Street using Orange County Transportation Authority (OCTA) funding that was appropriated for this project. Moreover, following project construction, a 392 square -foot portion of this property (Exhibit 4) remained unused and therefore made available for purposes of exchange or sale. On July 16, 2024, the City Council adopted a resolution to summarily vacate the 392 square -foot portion of excess Bristol Street right of way, and adopted a resolution declaring it as exempt surplus property. The subject 392 square -foot property identified as the Vacation Portion is being disposed of in accordance with the Surplus Lands Act. Following Council adoption of the exempt surplus property resolution, staff submitted the resolution to the California Department of Housing and Community Development (HCD). On September 18, 2024, HCD notified the City that the Property qualifies as exempt surplus land under California Government Code section 54221, subdivision (f)(1)(B) and (E). The purchase price was based on appraised values prepared by a state -licensed appraiser and was based on small size, shape, and lack of independent developability. The proceeds from the sale of this property are considered restricted funds and will be used to fund the Bristol Corridor improvements. 1601 and 1607 N Bristol Street October 15, 2024 Page 3 Recommendations Staff recommends approval of the recommended actions to transfer ownership of unused and undevelopable land to the adjacent property owner, as authorized under Santa Ana Municipal Code Section 2-706.1 Sale to Owners of Adjoining Property (Exhibit 5). Additionally, the original PSA contained a provision in Section 6.24 to ensure the timely development of the remnant property as a drive-thru restaurant or drive-thru cafe. The provision, termed Opening Covenant in the PSA, allowed for the City to buy back the property in the event the proposed development was not open for business within 30 months following close of escrow. The opening deadline pursuant to the provisions of the PSA would be November 19, 2024. Despite City staff and the developer's efforts to diligently and cooperatively further the project, based on the current status of the development and the need to vacate and incorporate adjacent excess Bristol Street right of way into the project site, the opening date will not be met. The agreement amendment (Exhibit 6) changes the allowable timeframe in the Opening Covenant from 30 months to 48 months, an increase of 18 months. The increase would allow sufficient time to complete project entitlements, prepare and approve construction documents, finish construction, and open the business to the public. Staff recommends approval of the recommended actions to extend the deadline to open the business to the public by 18 months to May 19, 2026. Approval of the recommended actions will allow the City to sell such City -owned vacant property acquired with OCTA Right -of -Way restricted grant funds, and return proceeds of $2,989 to the Bristol Street Improvement Project, and funding agency in the amount of $6,811, proportionally based on match requirements, consistent with Comprehensive Transportation Funding Program (CTFP) Cooperative Agreement C-6-0069 between the respective agencies. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The revenue generated will be used to reimburse Bristol Street project expenditures and replenish grants used on acquisition costs, as well as fund additional public improvements along Bristol Street. The sale of this property is expected to lead to other significant economic activity spurred from the development of the Better Buzz coffee restaurant project, such as creating local jobs, sales tax boosts, and increased property tax that will be realized by the City in perpetuity. Additionally, the City will be relieved from the continued maintenance, clean up, and liability from owning this vacant parcel. Approval of the recommended Appropriation Adjustment will recognize the receipt of $2,989 into the Select Street Construction Fund, Sale of Land revenue account (No. 1601 and 1607 N Bristol Street October 15, 2024 Page 4 05917002-57071) and appropriate the same into the OCTA Bristol Street Corridor Improvements Fund, Improvements Other Than Building expenditure account (No. 05917661-66220). These funds will be available for expenditure on the Bristol Street Corridor Improvement Projects (Exhibit 7) The remaining proceeds of $6,811 will be received in the Measure M Street Construction Fund (Account No. 03201001-20215) for disbursement to OCTA. The table below summarizes the sales price, Bristol revenue and payments to OCTA. Sale Bristol Improvement Reimburse Funding Parcel ID Price Fund (Account No. Agency (Account No. 05917661-66220) 03201001-20215 1601;1607 Bristol $9,800 $2,989 $6,811 Total $9,800 $2,989 $6,811 EXHIBIT(S) 1. Original Purchase and Sale Agreement 2. Location Map 3. Detail Map 4. Street Level View of Vacation Area 5. Vacation Purchase and Sale Agreement 6. Purchase and Sale Agreement Amendment 7. FY 24-25 Capital Improvement Program Sheet Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Alvaro Nunez, City Manager EXHIBIT 1 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL BATE, PURCHASE AND SALE AGREEMENT A-2021-248 THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this jr _day of2f. Ii;�; 2021 ("Effective Date"), by and between Southwest Group Properties, LLC, a California limited liability company ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the "Parties," and each individually as a "Party." RECITALS A. City is the fee simple owner of that certain real property consisting of approximately I8,290 square feet, located at 1601 N. Bristol Street (APN No. 405-252-21), and 1067 N. Bristol Street (APN No. 405-252-22) Santa Ana, California, legally described in Exhibit "A" attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Property"). B. On April 21, 2020, the Santa Ana City Council adopted Resolution No. 2020-032 declaring the Property as surplus land and directing the City Manager to comply with the requirements of California Government Code Section 54220 et seq. ("Surplus Land Act") for the disposition of the Property. C. On April 27, 2020, the City released a Notice of Availability ("NOA") of surplus property for the Property for a period of sixty days. This NOA was sent out to all " local public entities," as defined in Health and Safety Code section 50079, within whose jurisdiction the surplus land is located, and to "Housing Sponsors" that have notified the California Department of Housing and Community Development ("HCD") of their interest in surplus land. The NOA was also sent to local parks agencies and school districts. D. The Property was among those for which either no responses were received by entities receiving the notices of availability or for which responses were received and good faith negotiations ended after a period of not less than 90 days without agreement to price and terms. E. On December 10, 2020, the City issued Request for Proposal 21-159, by which it sought Proposals for the development of various vacant properties in the City of Santa Ana, including the Property that is the subject of this Agreement. F. Evaluation and negotiations have concluded, and the City has otherwise complied with all applicable requirements of the Surplus Land Act prior to the sale of the Property. G. City now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from City, in accordance with the provisions of this Agreement. AGREEMENT NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufflciency of which are hereby acknowledged; the Parties hereby agree as follows: I. IncoMoration of Recitals. The recitals of fact set forth above are trine and correct and are incorporated into this Agreement in their entirety by this reference. 2. Purchase and Sale Purchase Price. 2.1 purchase and Sale. Seller shall sell the Property to. Buyer, and Buyer shall purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement. 12 Purchase Price. The purchase price of the Property shall be Nine Hundred Fifty Thousand.l)ollars ($950,000.00). 3. Escrow. 3.1 Escrow Instructions. Within seven (7) days following the execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 120, Newport Beach, CA 92660; Attn: Grace Kim (" Escrrow Holder") for the purchase and ,sale of the Property. The "Opening of Escrow" shall mean the date on which a filly executed copy of this Agreement has been delivered to Escrow Holder, Escrow Holder shall confirm file Opening of .Escrow to the Parties in writing. This Agreement constitutes joint escrow instructions to Escrow Holder, The Parties agree to execute such .additional instructions consistent with the provisions of this Agreement, which may be required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if "there is any conflict between the terms of this Agreement and any Escrow Instructions required by Escrow Holder, the terms of this.Agreernent shall control. Buyer and Seller shall each furnish Escrow Holder with 'their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow ,Holder. 3.2 Payment of Purchase Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the "Grant Deed (as defined in Section 3.103.10 below), and complied with all of Seller's other obligations under this Agreement, then on or before the "Closing Date (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as defined Section. 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the Purchase Price and (b) the Escrow closing costs. pursuant to the preliminary Escrow Closing statement furnished by Escrow Holder as provided below. 3.3 Close of Escrow. Subject to Sections 3.3,1 and 3.3.2, Escrow for the sale of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow ("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of Escrow" shall mean the date on -which the "Grant Deed" conveying fee title to the Property to Buyer is, recorded in the Orange County Recorder's Office.. -2- 3.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 3.3.I. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow, :For any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller. (1) Titl�_ e Pola lice: Escrow Holder has issued or is irrevocably committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below). (2) R:e resentations And Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (3) Seller Obligations. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement, (4) Passession. Seller is able, at the Close of Escrow to deliver exclusive possession of the Property to Buyer in accordance with this Agreement and does so. 3.3.2 Conditions Precedent to Seller_ Obliag tion� to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed in this ,Section 3.3.2. if any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting. any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. (1) R: res ntations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligations ofBuyer to be performed prior to the Close ofEscrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Ch- arges. (1) Seller's Default, If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all -3- title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies. (2) Buyer's. Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy. (3) No Def uIt. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause Commonwealth Land Title Company, in. its capacity as title insurer ("Title Company"), to deliver to Buyer mid Seller a current preliminary title report ("Title Report") together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Tide Documents'). The term "Permitted Exceptions" as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing Covenant, (c) .non -delinquent real property takes and assessments; (d) items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (e) the title exceptions shown on the Title Report but excluding any (i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove prior to the Close. of Escrow as provided below and (ii) all monetary liens and monetary encumbrances on the Property, other than non -delinquent real property taxes and assessments which will be removed (meaning: removal from title and not the issuance of an endorsement in connection therewith by the Title Company) from title by Seller at its sole cost and expense prior to the Close of Escrow, if Buyer objects to any title exceptions in its sole and absolute discretion C Disapproved Exceptions'% Buyer shall deliver written notice (" Objection Notice") of same to Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably `to resolve any title exception in the Objection Notice. If Buyer: fails to deliver an Objection Notice but delivers a "Notice of Approval", Buyer shall be deemed to have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection; Notice regarding a title exception and Seller, by delivery of written notice to Buyer within five (5) business. days following receipt of the Objection Notice elects not to remove a material Disapproved Exception (Seller's failure to respond to a Buyer Objection Notice shall be deemed such an election), Buyer's sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination. 3.6 Title Insurance. Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard coverage ALTA Owner's policy of title insurance with mechanics lien endorsement (Seller shall provide, any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted. Exceptions, with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage ALT.A. Owners policy of title insurance, Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller) ("Buyer Title Costs."), Seller shall only be responsible for that portion of the cost of the 'Title Policy equal to the cost of a standard coverage title policy ("Seller Title Costs"). -4- 3.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Perinitted Exceptions and free of any tenancies and/or third patty claims of use or ownership. 3.8 Taxes, Assessments and Prorations. 3.8.1 Takes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and assessments on the Property shall be prorated by Escrow bolder based upon the latest available information as shown in the tax statements provided to Escrow Holder by Seller, using customary escrow procedures in Orange County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes. Should the Property be pail of a larger tax parcel (°`.Assessment Parcel") which as of the Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year; Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the. Assessment parcel located on the Property, which acreage .hgures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. 'Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the, sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax. Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3, 8.2 General, All pro rations provided for herein shall be on an "actual day" basis and a three hundred sixty-five (365) day year.. The provisions of this ,Section shall survive Close of Escrow, If either Party fails to pay its pro rata share of taxes or other expenses by the times herein. provided; interest shall accrue on all unpaid amounts f-onn when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and proration shall be corrected promptly upon the discovery thereof If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 3.9 Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow pees and any applicable documentary transfer: fees (considering Seller is a City) and recording fees, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs'). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. -5- 3.10 Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit "D""B" and incorporated herein by reference, conveying the Property to Buyer ("Grant heed"). 3.10.1 Affordable Housing Cove ant in the Event of Residential Develo mei4t, In accordance with California Government Code Section 54233, if 10 or more residential units are developed on the Property, not less than 1.5 percent of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or affordable rent, as defined in Section 50053 of the health and Safety Code, to lower income households, as defined in Section 50079,5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years for rental Dousing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 6591.5 of the Government Code.. Buyer expressly agrees and consents that the requirements of this section shall be contained in a covenant or restriction recorded against the Property prior to land use entitlement of the project, and the covenant or restriction shall iun with the land and shall be enforceable, against any owner who violates a covenant or restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the Government Code, 3.11 RecoLdation acid Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 Crrant Deed. One (1) fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. ConEornied copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.2 Withholding Exp nption Certificates. One (1) completed and executed copy of the following, Non -foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form I099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. 3.11.3 Disbursement of Closing Documents, As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the Title .Policy; any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer's counsel. lI 3,12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.133.13 below, Escrow Holder is directed to wire fiends representing Seller's cash proceeds through Escrow to Seller's account as directed in separate written instructions to be provided by Seller, 3.13 Cal-FIRPTA Withholding, Unless this transaction is exempt under California Revenue and 'Taxation Code Sections 18805 and 26131, Escrow Holder shall be the "withholding agent" and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or lntemal Revenue Service in accordance with applicable law. 3,14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including, without limitation, Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in. possession. 3.15 Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow, 4.. Real_Rstate )w3rokera a Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the .Property; and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in ally way related. to or resulting from a breach of the foregoing representation and warranty or arising out of any 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 indemnifying Party, respectively, in connection with this transaction, 5, In ections• AS-18 Condition ofPr�erty 5.1 Waiver of Inspections,. Buyer and Seller agree that Buyer unequivocally waives any right to conduct independent investigations concerning (i) Buyer's proposed use, sale, development or suitability for development of the .Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, .rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, including but not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental iinpact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed development of the Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property. _7M 5.2 No Rel2resentations or Warranties. Seller wakes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer. 5.3 Acce fiance of Property "AS -IS," Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, in the Property's AS -IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions; restrictions, encumbrances and all matters of record, relating to the Property. The Property is being acquired. by Buyer as a result of its own knowledge of the Property and not as a result of any representation(s) made by the Seller.or any employee, official, consultant or agent of the Seller relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property, unless expressly and specifically set forth in this Agreement, 6, Warranties. 6.1 Seller's Warranties, In consideration of Buyer entering into this Agreement and as. an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each ofwhich is material and being relied upon. by Buyer, For all purposes of this Agreement, including Seller's representations and warranties contained herein, the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to the Close of Escrow, Buyer has actual Kxaowledge, that any representation or warranty of Seller is untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer maygive Seller written notice of same and Seller shall have seven (7) days from the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that makes such representation. or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. if Seller fails to -make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the expiration of the Seller Cure Period (and the Closing Date shall be extended to permit the tanning of such three (3) day period) shall be entitled (a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. 6.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its .governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller. 6.1.2 Gonflictin A reement . Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller not any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge, the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement, 6.1.3 Proceedings.. To the best of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i) Seller's right to convey title to the Property to Buyer as contemplated in this Agreement, or (h) Buyer's ability to own, develop and/or market the Property in the mariner disclosed by Buyer to Seller. To the best of Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property. 6.1.4 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.1.5 Violations of Law. On the Effective Date and Close of Escrow neither this Agreement nor the Property shall be in violation of any law, ordinance, rule regulation, or administrative or judicial order. 6.1.6 azardo s Materials, Seller has not stored or released, caused to be stored or released or approved the storage or release on the Property, of any "hazardous materials" (as defined below). To the best of Seller's knowledge, (a) no prior owner of the Property has stored or caused to be stoned any hazardous materials on the Property; (b) no hazardous materials now exist in, on or under the Property in violation of any "environmental law„ (as defined below); (c) there are no underground tanks on the Property -tor have there ever been any underground storage tanks on the Property; (d) no use of or operations on the. Property have occurred which use or operation has violated any applicable environmental law; and (e) the Property is not on any "Superfund" list under any applicable environmental law. As used herein, "environmental law" shall mean any and all present federal, state or local laws (whether common law, statute, rule, regulation or otherwise), perm ts, orders and any other requirements of Governmental Authorities relating to the environment In to any "hazardous. materials" (as defined below) (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code). As used herein, "hazardous materials shall mean any (a) chemical, compound, material, mixture or substance that is now defined or listed in, or otherwise classified pursuant to any environmental law as a "hazardous substance," "hazardous material," "hazardous waste," "extremely hazardous waste" "infectious waste," "toxic waste" "toxie pollutant" or any other formulation intended to define, list or classify, substances by reason. of deleterious properties or effiect and (b) petroleum, petroleum by- products, natural gas, natural gas liquids; liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste stearn, drilling fluids, produced waters and Other wastes associated with the exploration, development and production of crude oil, natural gas or geothermal resources, 6.1.7 No. _Assumed Obligations. Where are no obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer. 6.1.8 Endangered Species. To the best of Seller's knowledge, (a) there are no endangered or threatened species of animals, plants or insects on the Property, and (b) there are no environmental or biological characteristics of the Property or adjacent property, which under existing Taw will adversely affect Buyer's ability to own, develop and/or market the Property or the cost thereof. 6.1.9 Ownership ofProM. Seller is the sole and only party that owns or holds any interest in the'Property, 6.1.10 Property Documents. To the best of Seller's knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact, and there are no other documents,. materials, studies, surveys or other information in the possession or control of Seller that would have a material and adverse effect on Buyer's ability to own, develop anchor market the Property. 6.1.11 Other A eements. Except as set forth. in the Property Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property or would interfere in any way with Buyer's ability to own, develop, improve and/or market the Property, and will not make any such representations or warranties or enter into any such agreements which would -10- affect the Property or any portion thereof prior to the Close of Escrow,. without Buyer's written consent. 6.1.12 Access. There is full and unobstructed direct access to the Property from public streets, highways or roads that are adjacent to the Property. 6.1.13 Ban nuptcy. No "Bankruptcy Event" (as defined below) has occurred with respect to Seller nor any member or manager of Seller. There is not pending or threatened any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or re - composition of Seller or any member or manager of Seller or seeking appointment of a receiver, trustee, custodian or similar official for Seller or any member or manager of Seiler for all or any substantial part of its or their assets. "Bankruptcy Event" means (a) the making by a person of a general assignment for the benefit of such person's creditors, (b) the admission in writing by a person of its inability to pay its or their debts as they mature, (c) an attachment, execution or other judicial seizure of any property interest Which remains in effect, or (d) the failure to have taken or submission to any action indicating a general inability by a person to meet its financial obligations as they accrue. 6.1.14 Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading. 6.2 Bu er's Warr ti s. in consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean the current actual knowledge of .Buyer. If prior to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the.Effective Date, that was known of or should have been known of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from the date of receipt of Seller's ;notice (and the Closing .Date shall be extended to permit the running of such seven (7) clay period) ("Buyer Cure Period") to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such. correction within the Buyer Cure Period, then Seller by written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge aver the Close of Escrow. 6.2.1 Authorization. Buyer is a limited liability company duly farmed in the State of California and validly existing under the laws of the State of California and is qualified to transact business in the State of California. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2.2 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Compliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planing and zoning laws; including any historic property regulations and environmental laws. 6.2.4 Repurchase Right, Buyer: hereby represents and guarantees that, subject to Permitted Delay (as defined herein), Buyer shall open for business to the public on the Property as a drive.:thru restaurant or drive-thru cafe (the "Opening Covenant") on or before the date that is thirty (30) months following Close of Escrow (the "Opening Deadline"). if Buyer has not satisfied the Opening Covenant on or before the Opening Deadline, Seller 'nay, at its sole and exclusive remedy, elect to repurchase the Property from Buyer (the "Repurchase Right") pursuant to the terms and conditions below. Seller shall provide written notice to Buyer of its exercise (the "Exercise Notice") within sixty (60) days following dire Opening Deadline ("the Exercise Window"). The Exercise Notice shall propose a date for closing that is no less than forty-five (45) days, nor more than sixty (60) days, following the date of the. Exercise Notice, with such closing then occurring on a date mutually convenient to both the Seller and Buyer (the "Repurchase Closing Date"). if (a) .Seller fails to deliver its Exercise Notice to Buyer within the Exercise Winslow, or (b) Buyer satisfies the Opening Covenant after receipt of the Exercise Notice but prior to the Repurchase Closing Date, then the :Repurchase Right shall automatically terminate and be of no further force and effect. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgage liens or other evidence of indebtedness. The purchase price to be paid to Bayer by Seller for the Property shall be equal to eighty percent (80%) of the Purchase .Price paid by Buyer to Seller under this Agreement. Seller's exercise of the Repurchase Right shall be Seller's sole and exclusive remedy for Buyer's failure to satisfy the Opening Covenant prior to the Opening Deadline. Notwithstanding anything to the contrary set forth herein, if Seller elects to exercise its Repurchase Right, -12- in no event :may any consideration be paid to Buyer be in a form other than cash. As used herein, the term "Permitted Delays shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the open market; failure of transportation; strikes (other than any strike resulting from acts of Buyer); lockouts action of labor unions., condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within a Buyer's reasonable control. Notwithstanding anything to the contrary contained herein, in no event shall financial inability constitute Permitted belay. 6.2.5 Approvals. Buyer shall obtain all final approvals, including, without limitation, the buildings permit and all related municipal approvals (the "Approvals') necessary for developing the ,property in substantial conformance with the site plan that was included with the Buyer's proposal for the Property submitted in response to City's Request for Proposal No. 20-159 (a copy of which is attached as Exhibit "C", the "Intended ltnprovemen& ) appropriate for the operation of a restaurant (the ".Intended Use), such that immediately following the acquisition of the Approvals, Buyer shall be entitled to commence construction of the Intended Improvements. Nothing in this agreement shall constitute Approvals by Seller, and Buyer acknowledges that it must comply with all of Seller's development standards, guidelines and procedures that are applicable to the Intended Improvements and the Intended Use. 6.3 Natural Hazard Zone,,. Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. 6.4 lamer and Seller Coo oration, Buyer shall submit plans for the Project to Seller, and Seller, in its capacity as tine City within which the Project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain the Project Entitlements through Selller in its capacity as the City within which the Project Entitlements is located. Nothing; in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 7. Destniction/Condemnation of Property; Other Notices, In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. -13- 8, Indemnification. 8.1 Oblgations. Seller shall Indemnify Buyer and Buyer shall Indemnify Seller against any wrongful intentional act or negligence of the Indemnitor, Buyer shall also Indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2 Limitation on Liabilitv of the Seller, Following the Close of Escrow, the Buyer is and shall be responsible ;for operation of the Property and the Project, and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property or the Project, except to the extent caused by the Seller's wrongful intentional act .or negligence. 8.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed. or sought to be imposed on one or more Indemnitees. 8.4 Independent of Insurance Obligations Buyer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Bayer's insurance or other obligations under this Agreement and is independent of the Buyer's insurance :and other obligatioins under this Agreement. Buyer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Buyer's indemnification obligations under this Agreement and are independent of the Buyer's indemnification and other obligations under this Agreement, 8:.5 Survival of Indemnification and Defense Obligations, The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 8,6 Inde endent Do to Defend, The dirty to defend under this Agreement is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly Iiable. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been deter -pined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement. 8.7 Indemnificatign Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: -14- 8.7.1 Prompt Notice, The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent:, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its. indemnity obligations for such claim. 9.7.2 election of Counse . The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing; coverage for a claim shall be deemed :reasonably satisfactory. Ewen though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings, The Indemiitor's counsel shall actively consult with the lndemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. Miscellaneous. 9.1 Notices. Any notice, request, demand, instruction or ether document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified snail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express courier or on the third. Business Day after -deposit if mailed...A, party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel and that, if any communication is to be given hereunder by Buyer's or Seller's .counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: Southwest Group Properties, LLC 714 S. Plymouth Blvd Los Angeles, CA. 90005 Attn: Amir Houriani If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ana, CA. 92702 Attn. Clerk of the Council with a copy to: City of Santa Ana 20 Civic Center Plaza M-21 Santa Ana, CA. 92702 Attw, Executive Director of Public Works 9.2 No Third Pgr!y Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge orbe liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners; .managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to take any action or receive or make any payment or credit arising from. or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any :matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom. 9.3 Further lnstruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such f irther instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement. 9.4 Calculation of Time Periods• Business DgE Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event .after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day, The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state: in which the: Real Property is -located. As used herein, the tenn "Business Day" means any day excluding Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions, time is of the essence of this Agreement. 9.5 Entire eementL Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of cad of the Parties. 9.6 SurYival. All covenants, agreements, representations, warranties and indemnities contained ih this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith. 9.7 Binding _ Effect- , Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 9.8 Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein, -16- 9.9 Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the Superior Court of Grange County and the Parties hereby agree to and do hereby submit to the jurisdiction of such court. 9.10 Attorne sy ' Fees., If any Party to this Agreement shall bring any action or proceeding. for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable suns for attorneys' fees and costs (including without limitation expert witness fees) incurred in: bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (S) bankruptcy litigation. 9.11 Construction. The provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement.. 9.12 Intemretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without beiing limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "h.ereunde�r,)I and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or :section of this Agreement, Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 9.1.3 No, Waiver. No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be implied From any omission by (lie other Party to take any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the first Party's consent or approval shall notbe deerned to waive or render unnecessary the consenting Party's consent or approval to or of any subsequent similar acts by the other Party. 9.14 $gverability qf P ovisions, Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement will be prohibited by or invalid render applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. -17- 9,15 Inco oration of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into the Agreement as though fully set forth herein. 9.16 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instr invent. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 9.17 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto. IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. ATTEST Daisy Gomez City Clerk APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: John M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL M jy G '� /%- Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kri gfiine Ri ge City Manager SOUTHWEST GROUP PROPERTIES, LLC, a California limited liability company By:�G' Naive: I�M,'T //vc, /'1 nth Title: />7c� 9G'/' -18- Exhibits: Exhibit "A"A" -- Legal Description of the Property Exhibit "B" — Form of Grant Deed Exhibit "C"C" — Intended Improvements -19- EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY All right, title and interest of Seller in and to that certain real property located in the City of Santa Ana, Orange County, California, described in the following exhibit A & B: [attached behind this page] PP. xhibIt A In the City.o of Santa Aria, County of arangoi. state 9f Callfernfa, befog iots 3, % 0'qd '7; of a Surveyors Map, per neap filed in book a page 12, of Recgro gi5urvey$, in the offiev af.the DoOnty.+'Recordee ofsald' County, Except#hat Laed d,escrlW Ina Deed es ln�trume6t 2,01120OU9$31,S. oft"^al rooft of said Cauri,ay, -COAtaining 16290 speam'feeit, more or, Ws. subIbct,to all Covenan%. Conditions, geserva0aP& AgstrJOWns, Ights-af W y,and'i~as m rats of'ffovrd, if. any, 1h,e-biwIng used for Br tol strut is'North j" B bi" asf, � r R ai d of rwey gidj��1681 filed In book 253, pages ° 7 through �,ofRecords ofury��on,r,xefr�rty Utdrder of Orangp Dounty, All ras shown AnOhlo# % ottoo.hed hereto .anOy th#s tef'e� nvo made apalt'l &er f. prepared'by--ma; or-undor My dlre�t[gj on o rob 1 1Q%1 Ni*.130AVVes,. EXHIBIT lar SKETCH TO AC COMPAW LEGAL MORIPTION -SEVEN MNT 0TO • I t�v° ! $54,p EA.SI �• S i��'' � 4' A3'� � o, 91 ! fA_„ I' wwx lS sT v �r .j J• I �• :I r I f � All g if 64,0.0' g.AST ! OF CiL, .,.OT ,9 A= 10' IASE:NlEN1 AEf d1V5T'.1 1918 8K -41 �6 P �313 122I �K 3.7'8 I % I. c1 G2 C 0-A 1,01 ASE"MEiVT f C ! '21tOV� 96 A = 1"4'8'.4V" R] 2q°2i!• jlc BK: 3 M FG 214. R 10•ytl1.0 R i ) PER RS 20:1 1 �.. 081 !� 4•'x 1� *� , Y 8 4 -37:. 4W .ss 25.,i�f1"7-2Q, � Li - "N 24601,s 1" E, 11 'v r µ WASHIN13TON AVE. (N-- I Nil Nt 1pl-6141' ` WASHINQTON AVE. (0 * No OWS STREET VW PER INST, NO ;SJQ(9.0'�.�t�31r EXHIBIT 14BIl GRANT DEED 10 BE EXECUTED [attached behind this page] EXHIBIT 2 i bar T not Asir 1601 N. & 1607 N. TREETO tfBRIS S T L e I Jos;; I % - _ .1 X 66 feet N LOCATION MAP i 1601 &1607 N. BRISTOL STREET © 2024 LightBox. All rights reserved. EXHIBIT 3 SKETCH TO ACCOMPANY LEGAL DESCRIPTION _ 17TH STREET 90°43'50" PER RS 2011-1081 S87°13'16"E(R) i01 g 00 �00co 0010K I W i �S6S OS 4 NI 30' I Cr Q Q o ,4,,—00NVEYANQE AREA 1 o o Go� ,) 392 SQ./FT. Io�V_ o ZO—NNE--- ZN W I my �C,-): C� ^ 8 OL�� M 1 CLo �?o � LL I NZo2O� m A 9°52' 6' L=12.41 LOT S (T 1 S1 °32'07"W 1 4.41' I L 1 64' I I I I I N NOTE: BEARINGS ARE BASED ON THE CENTERLINE OF BRISTOL STREET WHICH BEARS N01 °32'07"E R.S. SCALE 1 "=20' 2011-1081 FILLED IN B. 253, P. 17-20. CITY OF SAN TA AN A, COUNTY OF ORANGE, CALIFORNIA �r N89°11'43"W PER RS 2011-1081 N86°33'29"W(R) g NORTH LINE - OF LOT 3 N LOT 3 o� P.O.B LOT 7 .O.0 N89°11'43"W PER RS 2011-1 �p LAND R LEGEND C. L �'F` NDENOTES ���� CONVEYANCE AREA Cornerstone Land Surveying Inc. 0 L.S. 7259 Civil ■ Surveying■ Planning 20730 Knob Place Perris, CA 92570 �T9jF �R CA PH 951-736-0200 SHEET 1 OF 1 08-23-24 STEFAN C. LANTHIER, PLS 7259 DATE EXHIBIT 5 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 15th day of October, 2024 ("Effective Date"), by and between Bristol Center Properties, LLC ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the "Parties," and each individually as a "Party." RECITALS A. City is the fee simple owner of that certain real property consisting of approximately 392 square feet, located near 1601 and 1607 North Bristol Street (APN Nos. 405- 252-21 & 405-252-22) Santa Ana, California, legally described in Exhibit "All and depicted in Exhibit "B", both attached to this Agreement and incorporated into this Agreement in their entirety by this reference (the "Property"). B. The City conveyed that certain real property consisting of 18,920 square feet, located at as 1601 and 1607 North Bristol Street (APN Nos. 405-252-21 & 405-252-22) ("1601 North Bristol Street") Santa Ana, California, to Southwest Properties Group, LLC on May 19, 2022 pursuant to City of Santa Ana Agreement A-2021-248 (Agreement A-2021-248). C. Southwest Properties Group, LLC conveyed 1601 North Bristol Street to Buyer on May 19, 2022. D. Buyer is the fee simple owner of that certain real property known as 1601 North Bristol Street. E. In 2023, Buyer submitted applications to the City to develop the property at 1601 North Bristol Street, and City determined that a 392 square -foot portion of excess Bristol Street right of way is situated outside the street improvement limits and could potentially be vacated, conveyed to the developer, and incorporated into the private property site to facilitate a more efficient development. F. On July 16, 2024, City Council adopted Resolution 2024-039 to summarily vacate the excess Bristol Street right of way. G. On July 16, 2024, City Council adopted Resolution 2024-040 to declare the former excess Bristol Street right of way as exempt surplus property and directing the City Manager to comply with the requirements of California Government Code Section 54220 et seq. ("Surplus Land Act") for the disposition of the Property. H. On August 20, 2024, the City complied with Government Code section 54221 (0(1)(P)(iv) requirement to provide written notification of its declaration to the California Department of Housing and Community Development ("HCD") by submitting the adopted exempt surplus property resolution. -1- I. On September 18, 2024, HCD notified the City that the Property qualifies as exempt surplus land under California Government Code section 54221, subdivision (f)(1)(B) and (E). J. In satisfying Surplus Land Act and street vacation requirements, City proceeded with direct negotiations to sell the Property to Buyer. K. The City received, reviewed and concurs with an appraisal, prepared by a state - licensed appraiser, which estimated the market value of the Property as $9,800.00 L. On October 15, 2024, City Council approved through direct negotiations, without competitive bidding, to sell the Property to Buyer, in accordance with Santa Ana Municipal Code sections 2-706.1. M. City now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from City, in accordance with the provisions of this Agreement. AGREEMENT NOW THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Purchase and Sale: Purchase Price. 2.1 Purchase and Sale. Seller shall sell the Property to Buyer, and Buyer shall purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement. 2.2 Purchase Price. The purchase price of the Property shall be Nine Thousand Eight Hundred Dollars ($9,800.00). 3. Escrow. 3.1 Escrow Instructions. Escrow Instructions. Within seven (7) days following the execution of this Agreement by the Parties, Buyer will open an escrow ("Escrow") with Fidelity National Title, 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660, Attn: Jody Kelly ("Escrow Holder") for the purchase and sale of the Property. The "Opening of Escrow" shall mean the date on which a fully executed copy of this Agreement has been delivered to Escrow Holder. Escrow Holder shall confirm the Opening of Escrow to the Parties in writing. This Agreement constitutes joint escrow instructions to Escrow Holder. The Parties agree to execute such additional instructions consistent with the provisions of this Agreement, which may be required by Escrow Holder. As between the Parties, Buyer and Seller agree that, if there is any conflict between the terms of this Agreement and any Escrow Instructions required by Escrow Holder, the terms of this Agreement shall control. Buyer and Seller shall each furnish Escrow Holder with their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Holder. -2- 3.2 Payment of Purchase Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the "Grant Deed" (as defined in Section 3.10 below), and complied with all of Seller's other obligations under this Agreement, then on or before the "Closing Date" (as defined Section 3.3 below) so as not to delay the "Close of Escrow" (as defined Section 3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the Purchase Price and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing statement famished by Escrow Holder as provided below. 3.3 Close of Escrow. Subject to Sections 3.3.1 and 3.3.2, Escrow for the sale of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow ("Closing Date"), subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of Escrow" shall mean the date on -which the "Grant Deed" conveying fee title to the Property to Buyer is recorded in the Orange County Recorder's Office. 3.3.1 Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this Section 3.3.1. If any such condition is not satisfied or waived by Buyer at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller. (1) Title Policy. Escrow Holder has issued or is irrevocably committed to issue to Buyer the "Title Policy" (as defined in Section 3.6 below) showing fee title vested in Buyer subject only to "Permitted Exceptions" (as defined in Section 3.5 below). (2) Representations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (3) Seller Obligations. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. (4) Possession. Seller is able, at the Close of Escrow to deliver exclusive possession of the Property to Buyer in accordance with this Agreement and does so. 3.3.2 Conditions Precedent to Seller Obligation to Close. Seller's obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of the conditions listed in this Section 3.3.2. If any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole -3- discretion and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. (1) Representations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies. (2) Buyer's Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy. (3) No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause Fidelity National Title, in its capacity as title insurer ("Title Company"), to deliver to Buyer and Seller a current preliminary title report ("Title Report") together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Title Documents"). The tern "Permitted Exceptions" as used in this Agreement shall mean all of the following: (a) the Grant Deed; (b) the Affordable Housing Covenant; (c) non -delinquent real property taxes and assessments; (d) items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (e) the title exceptions shown on the Title Report but excluding any (i) "Disapproved Exceptions" as defined below that Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below and (ii) all monetary liens and monetary encumbrances on the Property, other than non -delinquent real property taxes and assessments which will be removed (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company) from title by Seller at its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion ("Disapproved Exceptions"), Buyer shall deliver written notice ("Objection Notice") of same to Seller within ten (10) business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a "Notice of Approval", Buyer shall be deemed to -4- have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a title exception and Seller, by delivery of written notice to Buyer within five (5) business days following receipt of the Objection Notice elects not to remove a material Disapproved Exception (Seller's failure to respond to a Buyer Objection Notice shall be deemed such an election), Buyer's sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination. 3.6 Title Insurance. Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard coverage ALTA Owner's policy of title insurance with mechanics lien endorsement (Seller shall provide, any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions, with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage ALTA Owners policy of title insurance, Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller) ("Buyer Title Costs"). 3.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions and free of any tenancies and/or third patty claims of use or ownership. 3.8 Taxes. Assessments and Prorations. 3.8.1 Taxes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and assessments on the Property shall be prorated by Escrow Holder based upon the latest available information as shown in the tax statements provided to Escrow Holder by Seller, using customary escrow procedures in Orange County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the Assessment Parcel located on the Property, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3.8.2 General. All pro rations provided for herein shall be on an "actual day" basis and a three hundred sixty-five (365) day year. The -5- provisions of this Section shall survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating adjustments and proration shall be corrected promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate collection promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 3.9 Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow Fees and any applicable documentary transfer fees (considering Seller is a City) and recording fees, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs"). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. 3.10 Grant Deed. The transfer of ownership of the Property shall be documented through a Grant Deed in the form attached hereto as Exhibit "C" and incorporated herein by reference, conveying the Property to Buyer ("Grant Deed"). 3.10.1 Affordable Housing Covenant in the Event of Residential Development. In accordance with California Government Code Section 54233, if 10 or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Code, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period of at least 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the Government Code. Buyer expressly agrees and consents that the requirements of this section shall be contained in a covenant or restriction recorded against the Property prior to land use entitlement of the project, and the covenant or restriction shall run with the land and shall be enforceable, against any owner who violates a covenant or restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the Government Code. 3.11 Recordation and Delivery of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow I ON the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 Grant Deed. One (1) fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.2 Withholding Exemption Certificates. One (1) completed and executed copy of the following: Non -foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. 3.11.3 Disbursement of Closing Documents. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer or Buyer's counsel. 3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to Seller's account as directed in separate written instructions to be provided by Seller. 3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the "withholding agent" and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance with applicable law. 3.14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including, without limitation, Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in possession. 3.15 Termination of Property Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow. 4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any action or proceedings which may be instituted by any broker, agent or finder, licensed -7- or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, respectively, in connection with this transaction. 5. Inspections; AS -IS Condition of Property. 5.1 Waiver of Inspections. Buyer and Seller agree that Buyer unequivocally waives any right to conduct independent investigations concerning (i) Buyer's proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, including but not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed development of the Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property. 5.2 No Representations or Warranties. Seller makes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer. 5.3 Acceptance of Property "AS -IS." Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, AS -IS, WHERE -IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The Property is being acquired by Buyer as a result of its own knowledge of the Property and not as a result of any representation(s) made by the Seller or any employee, official, consultant or agent of the Seller relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied. 6. Warranties. 6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes of this Agreement, including Seller's representations and warranties contained herein, the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge of Seller. If prior to the Close of Escrow, Buyer has actual knowledge that any representation or warranty of Seller is untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer may give Seller written notice of same and Seller shall have seven (7) days from the date of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any factor or circumstance that makes such representation or warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the expiration of the Seller Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement, or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. 6.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller. 6.1.2 Conflicting_ Agreements. Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge, the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or any similar agricultural agreement. 6.1.3 Proceedings. To the best of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or circumstances which would adversely affect (i) Seller's right to convey title to the Property to Buyer as contemplated in this Agreement, or (ii) Buyer's ability to own, develop and/or market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property. 6.1.4 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.1.5 Violations of Law. On the Effective Date and Close of Escrow, neither this Agreement nor the Property shall be in violation of any law, ordinance, rule regulation, or administrative or judicial order. 6.1.6 Hazardous Materials. Seller has not stored or released, caused to be stored or released or approved the storage or release on the Property, of any "hazardous materials" (as defined below). To the best of Seller's knowledge, (a) no prior owner of the Property has stored or caused to be stored any hazardous materials on the Property; (b) no hazardous materials now exist in, on or under the Property in violation of any "environmental law" (as defined below); (c) there are no underground tanks on the Property; (d) no use of or operations on the Property have occurred which use or operation has violated any applicable environmental law; and (e) the Property is not on any "Superfund" list under any applicable environmental law. As used herein, "environmental law" shall mean any and all present federal, state or local laws (whether common law, statute, rule, regulation or otherwise), permits, orders and any other requirements of Governmental Authorities relating to the environment to any "hazardous materials" (as defined below) (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code). As used herein, "hazardous materials" shall mean any (a) chemical, compound, material, mixture or substance that is now defined or listed in, or otherwise classified pursuant to any environmental law as a "hazardous substance," "hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic waste," "toxic pollutant" or any other formulation intended to define, list or classify substances by reason of deleterious properties or effect and (b) petroleum, petroleum by- products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of crude oil, natural gas or geothermal resources. 6.1.7 No Assumed Obligations. There are no obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer. -10- 6.1.8 Endangeredpecies. To the best of Seller's knowledge, (a) there are no endangered or threatened species of animals, plants or insects on the Property, and (b) there are no environmental or biological characteristics of the Property or adjacent property, which under existing law will adversely affect Buyer's ability to own, develop and/or market the Property or the cost thereof. 6.1.9 Ownership of Property. Seller is the sole and only party that owns or holds any interest in the Property. 6.1.10 Property Documents. To the best of Seller's knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact, and there are no other documents, materials, studies, surveys or other information in the possession or control of Seller that would have a material and adverse effect on Buyer's ability to own, develop and/or market the Property. 6.1.11 Other Agreements. Except as set forth in the Property Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property or would interfere in any way with Buyer's ability to own, develop, improve and/or market the Property, and will not make any such representations or warranties or enter into any such agreements which would affect the Property or any portion thereof prior to the Close of Escrow, without Buyer's written consent. 6.1.12 Access. There is full and unobstructed direct access to the Property from public streets, highways or roads that are adjacent to the Property. 6.1.13 Bankruptcy. No "Bankruptcy Event" (as defined below) has occurred with respect to Seller nor any member or manager of Seller. There is not pending or threatened any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or re - composition of Seller or any member or manager of Seller or seeking appointment of a receiver, trustee, custodian or similar official for Seller or any member or manager of Seller for all or any substantial part of its or their assets. "Bankruptcy Event" means (a) the making by a person of a general assignment for the benefit of such person's creditors, (b) the admission in writing by a person of its inability to pay its or their debts as they mature, (c) an attachment, execution or other judicial seizure of any property interest which remains in effect, or (d) the failure to have taken or submission to any action indicating a general inability by a person to meet its financial obligations as they accrue. -11- 6.1.14 Material Change. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading. 6.2 Buyer's Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior to the Close of Escrow Seller determines that any representation or warranty of Buyer is untrue, inaccurate or incomplete in any material respect (and without waiving any of Seller's rights or remedies hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from the date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Buyer Cure Period") to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the Buyer Cure Period, then Seller by written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Buyer of which Seller obtains knowledge after the Close of Escrow. 6.2.1 Authorization. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2.2 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Compliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, including any historic property regulations and environmental laws. -12- 6.2.4 Merger of Property and 1601 North Bristol Street. Buyer hereby represents and guarantees that it will merge the Property and 1601 North Bristol Street through City's Voluntary Merger of Parcels process, subject to approval of the executive director of the City's Planning and Building Agency pursuant to City of Santa Ana Municipal Code Section 34-366 within 18 months following the Close of Escrow. These timeframes shall be tolled by any delays directly attributable to the actions or inactions of the City, by any natural causes outside the control of either party ("Force Majeure"), or by mutual agreement of the parties. If Buyer does not comply with these guarantees within the timeframes provided, the City shall have the right to repurchase the Property, including any and all improvements to the Property then completed by Buyer, in exchange for payment by the City to Buyer of eighty percent (80%) of the Purchase Price paid by Buyer under this Agreement. City shall provide written notice of its exercise to purchase the Property within sixty (60) days following the development deadline in this section. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgages, liens, or other evidence of indebtedness. 6.3 Natural Hazard Zone Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. 6.4 Buyer and Seller Cooperation. Buyer shall submit plans for the development of the Property to Seller, and Seller, in its capacity as the City within which the project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain the Project Entitlements through Seller in its capacity as the City within which the Project Entitlements is located. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 7. Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. Indemnification. 8.1 Obligations. Seller shall indemnify Buyer and Buyer shall indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. -13- 8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property, and the Seller shall not be liable for any injury or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property, except to the extent caused by the Seller's wrongful intentional act or negligence. 8.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.4 Independent of Insurance Obligations. Buyer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Buyer's insurance or other obligations under this Agreement and is independent of the Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Buyer's indemnification obligations under this Agreement and are independent of the Buyer's indemnification and other obligations under this Agreement. 8.5 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 8.6 Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Agreement. 8.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 8.7.1 Prompt Notice. The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 8.7.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, -14- Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 9. Miscellaneous. 9.1 Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section. If to Buyer: Mehrdad Houriani 714 South Plymouth Blvd Los Angeles, CA, 90005 If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ana, CA 92702 Attn: Clerk of the Council with a copy to: City of Santa Ana 20 Civic Center Plaza M-21 Santa Ana, CA 92702 Attn: Executive Director of Public Works 9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners, managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to -15- take any action or receive or make any payment or credit arising from or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising therefrom. 9.3 Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement. 9.4 Calculation of Time Periods; Business Day, Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Property is located. As used herein, the term "Business Day" means any day excluding Saturdays, Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions, time is of the essence of this Agreement. 9.5 Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties. 9.6 Survival. All covenants, agreements, representations, warranties and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith. 9.7 Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 9.8 Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein. 9.9 Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the Superior Court of Orange County, and the Parties hereby agree to and do hereby submit to the jurisdiction of such court. 9.10 Attorneys' Fees. If any Party to this Agreement shall bring any action or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted -16- therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. 9.11 Construction. The provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties prepared this Agreement. 9.12 Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 9.13 No Waiver. No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the first Party's consent or approval shall not be deemed to waive or render unnecessary the consenting Party's consent or approval to or of any subsequent similar acts by the other Party. 9.14 Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9.15 Incorporation of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into the Agreement as though fully set forth herein. 9.16 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which -17- when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 9.17 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto. Exhibits: Exhibit "A" — Legal Description Exhibit "B" — Sketch to Accompany Legal Description Exhibit "C" — Form of Grant Deed [signatures appear on following page] -18- IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. ATTEST Jennifer L. HaIl City Clerk APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: onathan T. Martine Assistant City Attorney RECOMMENDED FOR APPROVAL N a b i l Saba Date:2l0signed by Nabil 2 09.3017:16:59 Saba -07 00, Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager BRISTOL CENTER PROPERTIES, LLC By:-PL ' Name: Mehrdad Houriani Title: Manager T -19- EXHIBIT "A" LEGAL DESCRIPTION IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THOSE PORTIONS OF LOTS 3 AND 5, OF SURVEYOR'S MAP, PER MAP FILED IN BOOK 3, PAGE 12 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO BEING A PORTION OF THAT CERTAIN PARCEL CONVEYED TO THE CITY OF SANTA ANA BY DEED FOR PUBLIC STREET PURPOSES RECORDED NOVEMBER 12, 2019 PER INSTRUMENT NO. 2019000448315, OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION WITH THE SOUTHERLY LINE OF LOT 7 OF SAID SURVEYOR'S MAP, AND A LINE PARALLEL WITH AND 64.00 FEET EASTERLY OF THE CENTERLINE OF BRISTOL STREET, SAID POINT BEING THE SOUTHEAST CORNER OF SAID PARCEL CONVEYED TO THE CITY OF SANTA ANA; THENCE PARALLEL WITH SAID CENTERLINE OF BRISTOL STREET, NORTH 01032'07" EAST, A DISTANCE OF 87.83 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, AND HAVING A RADIUS OF 100.00 FEET, BEING THE POINT OF BEGINNING OF THE PARCEL OF LAND TO BE DESCRIBED; THENCE NORTHERLY ALONG SAID CURVE 40.66 FEET THROUGH A CENTRAL ANGLE OF 23017'43"; THENCE NORTH 24049'50" EAST, CONTINUING ALONG SAID PARCEL CONVEYED TO CITY OF SANTA ANA, A DISTANCE OF 11.87 FEET TO THE BEGINNING OF A NON- TANGET CURVE CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 100.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 37.47 FEET THROUGH A CENTRAL ANGLE OF 21028'15" TO A POINT ON THE NORTH LINE OF SAID LOT 3, A RADIAL LINE TO THE BEGINNING OF CURVE BEARS SOUTH 65005'14" EAST, SAID POINT LYING DISTANT 85.00 FEET EASTERLY AND PERPENDICULAR TO SAID CENTERLINE OF BRISTOL STREET; THENCE NORTH 89°11'43" WEST ALONG THE NORTHERLY LINE OF SAID LOT 3, ALSO BEING THE NORTHERLY LINE OF SAID PARCEL CONVEYED TO CITY OF SANTA ANA, A DISTANCE OF 9.89 FEET TO THE BEGINNING OF A NON-TANGET CURVE CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 185.00 FEET, A RADIAL LINE TO THE BEGINNING OF CURVE BEARS SOUTH 87013'16" EAST; THENCE SOUTHERLY ALONG SAID CURVE 27.88 FEET THROUGH A CENTRAL ANGLE OF 8°38'09"; THENCE SOUTH 11°24'53" WEST, A DISTANCE OF 42.82 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, AND HAVING A RADIUS OF 72.00 FEET; Page I of 2 THENCE SOUTHERLY ALONG SAID CURVE 12.41 FEET THROUGH A CENTRAL ANGLE OF 9052'46" TO A LINE PARALLEL WITH AND 64.00 FEET EASTERLY OF THE CENTERLINE OF SAID BRISTOL STREET; THENCE SOUTH 1 °32'07" WEST ALONG SAID PARALLEL LINE, A DISTANCE OF 4.41 FEET TO THE POINT OF BEGINNING. CONTAINING 392 SQUARE FEET, MORE OR LESS. SUBJECT TO ALL COVENANTS, CONDITIONS, RESERVATIONS, RETRICTIONS, RIGHTS OF WAY AND EASEMENTS OF RECORD, IF ANY. THE BEARING USED FOR BRISTOL STREET IS NORTH 1 °32'07" EAST, PER RECORD OF SURVEY 2011-1081 FILED IN BOOK 253, PAGES 17 THROUGH 20, OF RECORDS OF SURVEY, IN THE OFFICE OF SAID COUNTY RECORDER OF ORANGE COUNTY. ALL AS SHOWN ON EXHIBIT "B", ATTACHED HERETO AND BY THIS REFERENCE MADE A PART THEREOF. PREPARED BY ME OR UNDER MY DIRECTION STEFA L4NTRER ' -z3-zv ii` No. LS7259 STEFAN . LAN HER, PLS DATE ,,OFCAOo llgge 2 of 2 EXHIBIT F SKETCH TO ACCOMPANY LEGAL DESCRIPTION q 17TH STREET 90'43'50" PER RS 2011-1081 i I 587'13'16" E(R) b, W I g D L� I 00nr': � W 1 ,sss s 1 , E(R� r i I Wcl m 30' + �� �� 33 w W rn o °� �co N O I W�LLJ �flU -`��� ONN--� I '43"W PER RS 2011-1 N8633 29"W(R) 8 NORTH LINE g OF LOT 3 # r- IZco 1 R=72.00' zo CD Goo + m A=9'52'46" 'tt� Q0 L=12.41' I S1'32'07"W 4.41' I w P.0.8 I AA, � f I i j f N NOTE BEARINGS ARE BASED ON THE CENTERLINE OF BRISTOL STREET WHICH BEARS NO1'32'07'E R.S. SCALE 1 = 20' 201 1-1081 FILLED IN B. 253, P. 17-20. CITY OF SANTA ANA, COUNTY OF ORANGE, CALIFORNIA CONVEYANCE AREA 392 SO./Ff. LOT 5 T ' `-� N89'11'43"W PER RS 2011-1081 LAND T LEGEND DENOTES CONVEYANCE AREA Cornerstone Land Surveying Inc. U) L.S. 7259 Civil • Surveying• Planning * 20730 Knob Place Perris, CA 92570 OF A a\� PH 951-736-0200 SHEET 1 OF 1 08-23-24 STEFAN C. `LANTHIER, PLS 7259 DATE EXHIBIT C When recorded, please mail this Instrument to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by The City of Santa Ana per Government Code Section 6103, 27383. USE SPACE ABOVE THIS LINE FOR RECORDER'S TAXES APPROVED AS TO APPROVED BY I DESCRWnON DISCRIPTION I A.P. R/WMAP PARCEL FORM BY ATTY. DIRCCOR WRrrTEN BY CHECKED OK NUMBER NUMBER NUMBER 405-252-21&22 DEEDNUMBER 1601 N. BRISTOL STREET 8895 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The CITY OF SANTA ANA, a Charter City and Municipal Corporation duly organized under the Constitution and laws of the State of California hereby GRANT(s) to: Bristol Center Properties, LLC, a California limited liability company, the real property in the City of Santa Ana, County of Orange, State of California, described as follows: See Exhibit "A" attached hereto and by this reference made a part hereof, and as shown on Exhibit "B" attached hereto reference only. Dated: By: Alvaro Nunez City Manager, City of Santa Ana EX141BIT 6 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First Amendment") is made and entered into this 15th day of October 2024 ("Effective Date") by and among BRISTOL CENTER PROPERTIES, LLC, a California limited liability company ("Owner") as successor in interest to SOUTHWEST GROUP PROPERTIES, LLC, a California limited liability company ("Buyer") and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Owner, Buyer and Seller may be referred to collectively as the "Parties" and each individually as a "Party." RECITALS A. The Seller and Buyer entered into that certain Purchase and Sale Agreement dated the 151h day of December 2021 ("Agreement") for the sale by the Seller to the Buyer of the City's fee simple interest in that certain real property consisting of approximately 18,290 square feet located at 1601 N. Bristol Street (APN 405-252-21) and 1607 N. Bristol Street (APN 405-252-22), Santa Ana, California, legally described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"). B. The close of escrow occurred on May 19, 2022 ("Close of Escrow") and a grant deed was recorded transferring the fee simple interest from the Seller to the Buyer, a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference ("Grant Deed"). C. Concurrently with the Close of Escrow and subsequent to the recording of the Grant Deed, the Buyer transferred its fee simple interest from Buyer to Bristol Center Properties, LLC, a California limited liability company ("Owner") and successor in interest to Southwest Group Properties, LLC, a copy of which is attached hereto as Exhibit "C" and incorporated herein by this reference ("Bristol Centers Grant Deed"). D. The Parties now desire to amend the Agreement in connection with certain conditions and covenants that survived the Close of Escrow. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I . Incorporation of Recitals. The Recitals set forth above are true and correct and are incorporated into this First Amendment in their entirety. 8.1.24 CAB 2. Repurchase Right. Section 6.2.4 of the Agreement is hereby amended by deleting the first sentence of Section 6.2.4 and substituting the following in lieu thereof-. -6.2.4 Repurchase Right. Buyer hereby represents and guaranties that, subject to a Permitted Delay (as defined herein), Buyer's tenant shall open for business to the public on the Property as a drive-thru restaurant or a drive-thru cafe (the "Opening Covenant") on or before the date that is forty-eight (48) months following the Close of Escrow (the "Opening Deadline")."' 3. Consistency. Notwithstanding anything contrary contained in this First Amendment, to the extent the terms and provisions of this First Amendment are inconsistent with, conflict with or are contrary to the terms and conditions of the Agreement, the terms and conditions of this First Amendment shall govern and control. 4. Effect. Except as specifically amended herein, the tenns, covenants and conditions of the Agreement are and shall remain in full force and effect and are binding and enforceable against Buyer and Seller. IN WITNESS WHEREOF, the Parties hereto have duly executed this First Amendment as of the date and year first written above. ATTEST Me - Print Name: Jennifer L. Hall City Clerk APPROVED AS TO FO . By: rint Name: Jonathan artinez Title: Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Saba Date:2o 4.09.30 By: 16:38:20-07100' Print Name: Nabil Saba Title: Executive Director Public Works Agency 2 8.1.24 CAB CITY OF SANTA ANA By: Print Name: Alvaro Nunez City Manager BRISTOL CENTER PROPERTIES, LLC, a California limited liability company, as successor in interest to Southwest Properties Group, LLC 0 mff / EXHIBIT A Purchase and Sale Agreement EXHIBIT I INSURANCE HOT REQUIRED WORK MAY PROCEED CLERK Of COIJNCIL MATE: PURCHASE AND SALE AGREEMENT A-2021-248 THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 14_ day of2021 ("Effective Date"), by and between Southwest Group Properties, LLC, a California limited liability company ("Buyer"), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Seller" or "City"). As used herein, Buyer and Seller may be referred to collectively as the "Parties," and each individually as a "Party." RECITALS A. City is the fee simple owner of that certain real property consisting of approximately 18,290 square feet, located at 1601 N. Bristol Street (APN No. 405-252-21), and 1067 N. Bristol Street (APN No. 405-252-22) Santa Ana, California, legally described in Exhibit "A" attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Property"). B. On April 21, 2020, the Santa Ana City Council adopted Resolution No. 2020-032 declaring the Property as surplus land and directing the City Manager to comply with the requirements of California Government Code Section 54220 et seq. ("Surplus Land Act") for the disposition of the Property. C. On April 27, 2020, the City released a Notice of Availability ("NOA") of surplus property for the Property for a period of sixty days. This NOA was sent out to all " localpublic entities," as defined in Health and Safety Code section 50079, within whose jurisdiction the surplus land is located, and to "Housing Sponsors" that have notified the California Department of Housing and Community Development ("HCD") of their interest in surplus land. The NOA was also sent to local parks agencies and school districts. D. The Property was among those for which either no responses were received by entities receiving the notices of availability or for which responses were received and good faith negotiations ended after a period of not less than 90 days without agreement to price and terns. E. On December 10, 2020, the City issued Request for Proposal 21-159, by which it sought Proposals for the development of various vacant properties in the City of Santa Ana, including the Property that is the subject of this Agreement. F. Evaluation and negotiations have concluded, and the City has otherwise complied with all applicable requirements of the Surplus Land Act prior to the sale of the Property. G. City now desires to sell the Property to Buyer, and Buyer desires to purchase the Property from City, in accordance with the provisions of this Agreement. AGREEMENT NOW THER13FOM incorporating the foregoing Recitals and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby admowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals, The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Purchase and Sale: Purchase Price. 2,1 purchase and Sale. Seller shall sell the Property to.Buyer, and Buyer WWI purchase the Property from Seller, subject to the terms and conditions set forth in this Agreement. 2.2 Purchase Price. The purchase price of the Property shall be Dine Hundred Ir* Thousand. bollars ($950,O00.00). 3.1 &mLw ingot Mons. Within seven (7) days following the execution of this Agreement by the Parties, Buyer will open an escrow C4Escrow") with Commonwealth Land Title Company, 4100 Newport Place Drive, Suite 12% Newport Beach, MCA 92660, Attu; Grace Kiln ('%.saow Rolder") for the purchase and sale of the Property. The "opening of Bscrovr" shall mean the date on which a folly executed copy ofthis Agreement has been delivered to Escrow Holder. Escrow Holder shall confinn the Opening of ,Escrow to the Parties in writing. This ,agreement constitutes joint escrow instructions to Escrow Holder. The Parties .agree to execuW such .addidonst instrdons consistent with the provisions of this Agreement, which.may be required by Escrow Holder. As between the Porn", Buyer and Seller agree that, if .there is any conflict between the terms of this Agreement and any Escrow Instructions required by Escrow Holder, the terms of thislAgreement shall control. Buyer and ;Seller shall each tbrnish Escrow Bolder with 'their respective Federal Tax Identification Numbers and such other information as is reasonably required by Escrow Molder. 3.2 Uy_ment of Pamba-se Price. The Purchase Price for the Property shall be payable at Closing. If Seller has deposited Into Escrow all documents and amounts required of Seller to close Escrow, including without limitation, the "Grant D.*07 (as defined in Section 3.10 below), and complied with all of Seller's other obligations under this Agreement, then on or before the "Closing Date" (as defined c `o below) so as not to delay the "Close .of Escrow" (as defined Ssct�'o t3.3 below), Buyer shall deposit into Escrow the following in Acceptable Funds: (a) the Purchase Price and (b) the Escrow closing costs pursuant to the preliminary Escrow Closing statement furnished by Escrow Holder as provided below. 3.3 Ome of Escrow. Subject to Sections 3.3. l .and 3" Escrow for the sale of the Property shall close on a date that is no later than thirty (30) days after the opening of Escrow ("Clueing Date'l, subject to reasonable extension as necessary in order to satisfy the conditions precedent and other requirements for the Close of Escrow. As used in this Agreement, "Close of Escrow" shall mean the date on -which the "Grant Deets" conveying fee title to the Property to Buyer is recorded in. the Orange County Recorder's Office. -2- 3.3.1 Conditions Precedent tp dyer ObliWon to Om. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction of the conditions listed in this S@gtion 3_3.1if any such condition is not satisfied or waived by Buyer at or prior to the Close ofEscrow, for any reason other than a default by Buyer, Buyer may, in its sole discretion and without limiting any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Seller. (1) tle Palk . Escrow Holder has issued or is invyombly committed to issue to Buyer the "Title Policy" (as defined in S-oction 3.6 below) showing fee title vested in Buyer subject only to Termitted Exceptions" (as defined in Section 3..5 below). (2) &Wsentations and Warranties. Each of Seller's representations and warranties in this Agreement are materially trine and accurate as of the Close ofBscrow. (3) Seller Oblig ions. Seller is not in material default under this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow, has been ,performed as required, including, without limitation the delivery of all documents required of Seller under this Agreement. (4) Emossio& Seller is able, at the Close of Escrow to deliver exclusive possession of -the Property to Buyer in accordance with this Agreement and doss so. 3.3.2 Conditions Prece of to Seller Obliggion to Close. Seller's obligation to close Escrow and sell, the Property .is expressly conditioned upon the satisfaction of die conditions listed in this Section 33.2, if any such condition is not satisfied or waived by Seller prior to the Close of Escrow for any reason other than a default by Seller, Seller may, in its sole discretion and without limiting any of Seller's legal remedies or remedies under this Agreement, terminate this Agreement by written notice to Buyer. (1) ILepresentaions and Warranties. Each of Buyer's representations and warranties set forth. in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation ofBuyer to b€ performedprior to the Close ofEscrow hereunder has been performed as required. 3.4 Ebcrow Cancellation. 3.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the Parties by Escrow Holder, including all -3= title expenses. Buyer shall be entitled to terminate this Agreement orbring an action against Seller for specific performance as its sole and exclusive remedies. (2) Bpyer's Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy. (3) No De ul . NEscrow ihils to close and this Agreement is terminated for any reason other than a default by one of the Parties, Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause Commonwealth Land Title Company, in its capacity as title insurer C Title Company'), to deliver to Buyer and Seller a current preliminary title report (`"title Report') together with legible copies of all underlying documents referenced therein (together with the Title Report, the "Tide Documents'). The term "Permitted Exceptions" as used in this Agreement shall mean all of the following. (a) the Grant Deed; (b) the Affordable Housing Covenant; (c) non -delinquent real property taxes and assessments; (d) items and.exceptions created by or with the written consent of Buyer, including documents to berecorded pursuant to this Agreement, and (e) the title exceptions shown on the Title Report but excluding any (i) "Disapproved Exceptions"' as defined below that Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below grid (ii) all monetary liens and monetary encumbrances on the Property, other than non -delinquent real property taxes and assessments which will be xemoved (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company.) from title by Seller at its sole cost and expense prior to tha Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion ("Disapproved Exceptions"), Buyer shall deliver written notice ("Objection Notice") ofsaine to Sellerwithin ten (l p) business days of delivery, of the initial Title Report to Buyer. Seller shall act in good faith and reasonably 'to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a "Notice of A.pprovai", buyer shall be deemed to have approved title to the Property subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a title exception and Seller; by delivery of written notice. to Buyer within five (5) business days following .receipt of the Objection Notice elects not to remove a material Disapproved Exception. (Seiler's failure to respond to a Buyer Objection Notice shall be deemed such an election), Buyer's sole remedies shall be with respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of Termination 3.6 Title Insurance, Seller shall cause the Title Company to commit to issue to Buyer at the Close of Escrow a standard :coverages ALTA Owner's policy of title insurance with mechanics tiers endorsement (Seller shall provide, any indemnity or other agreement required by the Title Company as a condition to the issuance of the mechanics lien endorsement) C`Title Polley") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions, with coverage in an amount equal to the Purchase Nee, If Buyer requires an extended coverage ALTA Owners policy of title insurance, Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements (other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller) ("Buyer Title Costs'J. Seller shall only be responsible for that portion of the cost of the Title Policy equal to the cost of a standard coverage title policy C Seller Title Costs"). -4- 3.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions and fine of any tenancies and/or third patty claims of use or ownership. 3.8 Taxes Assessments and Proration . 3.8.1 axes. Only to the extent the Seller pays any property taxes or assessments on the Property, all current general and special taxes and. assessments on the Property shall be prorated by Escrpw Holder based upon the latest available information as shown in the tax statements provided to Escrow Holder by Seller, using customary escrow procedures in Orange County, Seller shall provide Buyer with written evidence of the payment -or satisfaction of such taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the Close of Escrow remains unsegregated on the County Talc Assessor's Poll for the ensuing fiscal year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the Assessment Parcel located on the Property, which acreage figures fbr allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the .Property to be separatelyassessed and segregated in Buyer's name on the current talc roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale ofthe Property to Buyer, shall be the responsibility of Buyer; Any real property taxes or assessments levied under the Supplemental Tax. Rollas a result of tranatbrs, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 3.8.2 0enall: All pro rations provided for herein shall be on ah "actual day" basis and a three hundred sixty-five (365) day year. The provisions of this Section shall survive Close of Escrow if either Party fails to pay its pro rats share of taxes or other expenses by the times herein. provided, interest shall accrue on all unpaid arriounts from when, owing until paid at the maximum rate allowed by law. Any errors or omissions mado in calculating adjustments and proration shall be corrected promptly upon the discovery thereof If any estimations are made at the Close of Escrow regarding adjustments or proration, the Parties shall make the appropriate .collection promptly when accutate information becomes available. Any corrected' adjustment or proration shall be paid to the Party entitled thereto within thirty (30) days a$er written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed bylaw. 3.9 ClosingCosts. Buyer shall pay the cost of the Title Policy, the Escrow Fees and any applicable documentary transfer fees (considering Seller is a City) and recording fees, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If required by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs"). As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy ofthe final Escrow closing statement to Buyer and Seiler. .5.. 3.10 t Deed, The transfer of ownership ofthe Properly shall be documented. through a Giant Deed in the form attached hereto as EMU "B" and incorporated herein by reference, conveying the Property to Buyer ("Grant Deed"). 3.10.1 Affordable Housing Covenant in the B= of Residential Deyelornnent, In accordance with California Government Code Section 54233, if 10 or more residential units am developed on the Property, not less than 15 percent of the total number of residential units developed on the Property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the Health and Safety Cade, or affordable rent, as defined in Section 50053 of the Health and Safety Code, to lower income households, as defined in Section 50079.5 of the Health and Safety Code. Rental units shall remain affordable to, and occupied by, lower income households for a period ofat least 55 years for rental housing and 45 years fvr ownership housing. The initial occupants of all ownership units shall be lower income households, and. the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the Government Code. Buyer expressly agrees and consents that the requirements of this section shall be contained in a covenant or restriction recorded against the Property prior to land use entitlement of the project,. and the covenant or restriction shall run with the land and shall be enforceable, against any owner who violates a covenant or -restriction and each successor in interest who continues the violation, by any of the entities described in subdivisions (a) to (1), inclusive, of Section 54222.5 of the Government Code. 3.11 &mrdation and Delivea of Documents. No later than the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 3.11.1 4rant _Deed. One (1) fully executed and acknowledged copy of the Grant Deed conveying the Property to Buyer. Conformed copies of 1110 recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 3.11.2 -Withholding Exemption CertifiOne (1) completed and executed copy of the following. Non -foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board Form 593 and any other applicable state tax withholding forms, as applicable. 3.11.3 Disbursement of Closing Documents. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies ofall closing documents, including, without limitation, those listed above, the Title Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's counsel and Buyer's counsel. -6- 3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, Escrow Holder is directed to wire fiends representing Seller's cash proceeds through Escrow to Seller' s account as directed in separate written instructions to be provided by Seller. 3.13 _Ca14IRPTA Withholding. Unless this transaction is exempt under California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the "withholding agent" ,and withhold from proceeds due Seller any amounts required under the above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or Internal Revenue Service in accordance with applicable law. 3.14 Additional Documents. Seller and Buyer shall execute and deliver to Escrow any other documents reasonably required by Escrow Holder including, without limitation, Seller' s affidavits or statements regarding mechanics liens and /or tenants or -parties in possession. 3.15 Termination of E.MgM Contracts. Seller shall terminate any service contracts or similar agreement relating to the Property that the Buyer does not expressly elect in writing to assume which termination shall be effective as of the Close of Escrow. 4. Real. tate BroLegmge Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action orproceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any 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 indemnifying Party, respectively, in connection with this transaction. 5. inspections: AS-18 Condition of Fn2 rty 5.1 Waiver of ins 'ors. Buyer and Seller agree that Buyer unequivocally waives any right to conduct independent investigations concerning C) Buyer's proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including; without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof; including but not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate and all other governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any Governmental Authority in connection with the proposed development of the Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or concerning the Property. - 7- 5.2 No Representations or Warranties. Seller wakes no representation or warranty, express or implied, to the Buyer relating to the condition of the Property or suitability of the Property for any intended use or development by the Buyer. 5.3 Aoceptance of Pro»ertv "AS -IN." Buyer shall accept all conditions of the Property, without any liability of the Seller whatsoever, in the Property's AS4S, WHERE4S, SUBJECT TO ALL FAULTS CONDITION, WITHOUT 'WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION, and with fall knowledge of the physical condition of the Property, the nature of the Seller's interest in and use of the Property, all laws applicable to the Property and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The Property is being acquired by Buyer as a result of its own knowledge of the Property and not as a result of any representation(s) made by the Seller.or any employee, official, consultant or agent of the Seller relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied warranties regar ft the Property, unless expressly and specifically set forth in this Agreement. 6, Warranties, 6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property from Sealer, Seller makes the following representations and warranties which shall be true and correct as ofthe Effective Date and the Close of Escrow and each ofwhich is material and being relied upon by Buyer.. For all purposes Of this Agteement, including seller's representations and warranties contained herein, the phrase "to the best of Seller's knowledge" shall mean the cutreut actual knowledge of Seller. If prior to the Close of Esetow, Buyer has actual Knowledge that any representation or warranty of Seller is untrue, inaccurate or incomplete in any material respect (and without waiving any of Buyer's rights or remedies hereunder at law -or inequity with rgspeet to any material untruth, incompleteness or inaccuracy existing on the Effective Date, that was known of or should have been known of by Seller), Buyer maygive Seller written notice of same and Seller shall have seven (7) days from the date of receipt ofHuyees notice (and the Closiq Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period') to correct any factor or circumstance that makes such representation or warranty materially untrue or inaccurate to Buyees reasonable satisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3). days after the expiration of the Seller Cure Period (anti the Closing Date shall be extended to permit the tinning of such three (3) day period) shall be entitled (a) to terminate this Agreement, or (b) continue taus Agreement in full force ,and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of which Buyer obtains knowledge after the Close of Escrow. 6.1.1 Authorization. Seller has full powerand authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement by Seller. Each individual or entity who has executed this Agreement on behalf of Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller. -8- 6.1,2 -Conflicting _A.gMa is Neither the execution or delivery of this Agreement, nor the consummation of the transaction contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or constitute a default thereunder. In addition, with respect to any agreements that affect the Property, neither Seller nor any other party or parties to such agreements are in default thereunder nor are there any facts that currently exist which with the passage of time would result in any such default. To the best of Seller's knowledge, the Property is not subject to any prescriptive easements, claims of adverse possession, encroachments or similar rights or claims. The Property is not subject to any leases, options or other similar rights or claims in favor of any third parties. The Property is not subject to a Williamson Act contract or -any similar agricultural agreement. 6.1.3 Proceedirigg To the but of Seller's knowledge, no legal or administrative proceeding is pending or threatened against Seller or the Property nor are there any other facts or ciummstanees which would adversely affect (i) Seder's right to convey title to the Property to .Buyer as. contemplated in this Agreement, or (Ji) Buyer's ability to own, develop and/or market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property. 6.1.4 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its Aerms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.1.5 Violations of Law. Qa. the Effective Date and Close of Escrow neither this Agreement nor the Property shall be in violation of any law, ordinance, rule regulation, or administrative or judicial order, 6,1.6 Hazardous Seller has not stored or released,, caused to be stored or released or approved the storage or release on the Property, of any "hazardous materials" (as defined below). To the best of Seller's knowledge, (a) xto prior owner of the Property has stored or caused to be stored any hazardous materials on the Property; (b) no hazardous materials now exist in, on or under the Property in violation of any "environmental lave, (as defined below); (e) there are no underground tanks on the Property nor have there ever been any underground storage tanks on the Property; (d) no use of or operations on the Property have occurred which use or operation has violated any applicable environmental law; and (e) the Property is not on any "Superfund" list under any applicable environmental law. As used herein, "environmental law" shall mean any and all present federal, state or local laws (whether common law, statute, rule, regulation or otherwise), peznnits, orders and any other requirements of Governmental Authorities relating to the environment -9- to any "hazardous materials" (as defined below) (including without limitation the Comprehensive Environmental Response, Compensation and Liability fact of 1980 (42 U.S.C. §§ 9601 et seq.) as amended from time to time and the applicable provisions of the California Health and Safety Code and California Water Code). As used herein, "hazardous materials" shall mean any (a) chemical, compound, material, trOxture or substance that is now defined or listed in, or otherwise classified pursuant to any environmental law as a "hazardous substance," ` hazardous material," "hazardous waste," "extremely hazardous waste," "infectious waste," "toxic waste," "toxic Pollutant" or any other formulation intended to define, list or class4 substances by reason. of deleterious properties or effect and (b) petroleum, petroleum by- products, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel (or mixtures of natural gas in such synthetic gas), ash, municipal solid waste steam, drilling fluids, produced waters and other wastes associated with the exploration, development and production of crude oil, natural gas or geothermal resources. 6.1.7 No As A Obligations. There are no Obligations or responsibilities of Seller with respect to the Property or otherwise of any kind that are assumed by Buyer. 6.1.8 Endangered SImies. To the best of Seller's knowledge, (a) there are no endangered or threatened species of animals, plants or insects on the Property, and (b) there am no enviro=ental or biological characteristics of the Property or adjacent property, which under existing law will adversely affect Buyer's ability to own, develop and/or market the Property or the cost thereof 6.1.9 Ownership of Pro,.Ueity. Seller is the sole and only partly that owns or holds any interest in the Property, 6.1.10 Property Documents. To the best of Seller's knowledge, the Property Documents and all other documents and information provided by Seller or its agents or consultants to Buyer are complete, true and accurate and do not omit any material fact, and there are no other documents, materials, studies, surveys or other information in the possession or control of Seller that would have a material and adverse effect on Buyer's ability to -own, develop and/or market the Property. 6:1.11 Other A.gmeements. Except as set forth in the Property Documents and this Agreement, Seller has not made any commitment or representation to or entered into any agreement of any kind with any government authority, or any adjoining or surrounding property owner, group or other third party, which would in any way be binding on Buyer or all or any portion of the Property or would interfere in any way with Buyer's ability to own, develop, improve and/or market the Property, and will not make any such representations or warranties or enter into any such agreements which would -10- affect the Property or any portion thereof prior to the Close of Escrow, without Buyer's written consent, 6.1.12 Access. There is full and unobstructed direct access to the Property from public streets, highways or roads that are adjacent to the Property, 6.1.13 Bat>kniptcX. No "Bankruptcy Event" (as defined below) has occurred with respect to Seller nor any momber.or manager of Seller. There is notpending or threatened any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidations dissolution or re. composition .of Seller or any member or manager of Seller or seeking appointment of a receiver, trustee, custodian or similar official for Seller or any member or manager of Seller for all or any substantial pact of its or their assets. "Bankruptcy Event" means (a) the making by a person of a general assignment forthe benefit of such person's creditors, (b) the admission in writing by a person of its inability to pay its or their debts as they mature, (c) are attachment, execution or other judicial seizure of any property interest which remains in effect; or (d) the failure to have taken or submission to any action indicating a general inability by a person to meet its financial obligations as they acmes. 6.1.14 Material Chance. Seller shall promptly notify Buyer if Seller obtains information that would make any of the representations or warranties contained herein materially inaccurate or misleading. 6.2 Bayer's Wamties. In consideration of Seller entering urto this ,A.gmement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the fbllowing representations and warranties which shall be true and correct as of the Effoctive Date and the Close of Escrow and each of which is material and being relied upon by Seller. For all purposes of this Agreement, including Buyer's representations and warranties contained herein, the phrase "to the best of Buyer's knowledge" shall mean the current actual knowledge of Buyer. If prior to 'the Close of Escrow Seller determines that any representation or wadaaty of Buyer is untrue, inaccurate or incomplete in any material respect (and without. waiving any of Seller's rights or remedies .hereunder at law or in equity with respect to any material untruth, incompleteness or inaccuracy existing on the.Effective Date, that was known of or -should have been known of by Buyer), Seller may give Buyerwritten notice of same and Buyer shall have seven (7) days from the date of reoeipt of Seller's notice (and the Closing Hate shall be extended to permit the running of such seven (7) day period) (`Buyer Cure Period") to correct any fact or circumstance that makes such representation or warranty materially untrue or inaccurate to Seller's reasonable satisfaction. If Buyer fails to make such correction within the Buyer Glare Period, then Seller by written notice to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date shall be extended to permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreement or (b) continue this Agreement in full force and effect with no change in terms, but without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing is not a waiver or release of any of Seller's rights or remedies for any material untruth, incompleteness or inaccuracy in a representation or warranty - of Buyer ofwhich Seller obtains knowledge after the Close of Escrow. -11- 6.2.1 Authorization. Buyer is a limited liability company duly formed in the State of California and validly existing under the laws of the State of California and is qualified to transact business in the State of California. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2,2 Binding Am This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Bayer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Comoliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws; including any historic property regulations and environmental laws. 6.2.4 Repurchase Right. Buyer hereby represents and guarantees that, subject to Permitted Delay (as defined herein), Buyer shall open fbr business to the public on the Property as a drivethru restaurant or drive-thni cafe (the "Opening Covenant') on or before the date that is &hty (30) months following Close of Escrow (the "Opening Deadline')..If Buyer has not satisfied the Opening Covenant on or before the Opening Deadline, Seller mi a`y, at its sole and exclusive remedy, elect to repurchase the Property firm Buyer (the 'Repurchase Right") pursuant to the terms and conditions below. Seller shall provide written notice to Buyer .of its exercise (the "Exercise Notice") within sixty (60) days following the Opening Deadline ("the Exercise Window"). The Exercise Notice shall propose a date for closing that is no less than forty-five (45) days, nor more than sixty (60) days, following the date of the Exercise Notice, with such closing then occurring. on a date mutually convenient to both the Seiler and Buyer (the `Repurchase Closing Date"). If (a) Seiler fails to deliver its Exercise Notice to Buyer within the Exercise Window, or (b) Buyer satisfies the Opening Covenant after receipt of the Exercise Notice but prior to the Repurchase Closing Date, then the Repurchase Right shall automatically terminate and be of no fiuther force and efi'ect. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgage liens or.other evidence of indebtedness. The purchase price to be paid to Buyer by Seller for the Property shall be equal to eighty percent (80%) of the Purchase Price paid by Buyer to Seiler under this Agrreement. Seller's exercise of the Repurchase Right shall be Seller's sole and exclusive remedy for Buyer's failure to satisfy the Opening Covenant prior to the Opening Deadline. Notwithstanding anything to the contrary set forth herein, if Seller elects to exercise its Repurchase Right, -I2- in no event may any consideration be paid to Buyer be in a form other than cash. As used herein, the term "Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief,, inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the open market; failure of transportation; strikes (other than any strike resulting from acts of Buyer); lockouts; action of labor unions; condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within a Buyer's reasonable control. Notwithstanding anything to the contrary contained herein, in no event shall financial inability constitute Permitted Delay. 6.2.5 Approvals. Buyer shall obtain all final approvals, including, without limitation, the building permit and all related municipal approvals (the "Approvals"} necessary for developing,the Property in substantial conformance with the site plan that was included with the Buyer's proposal for the Property submitted in response to City's Request for Proposal No. 20-159 (a copy of which is attached as Exhibit "C", the "Intended Improvemeats l appropriate for the operation of a restaurant (the "Intended Use'), such that immediately following the acquisition of the Approvals, Buyer shall be entitled to commence construction of the Intended Improvements. Nothing in this agreement shall constitute Approvals by Seller, and Buyer acknowledges that it must comply with all of Seller's development standards, guidelines and procedures that are applicable to the Intended ImprovemEents and the Intended Use. 6.3 Natural hazard Zone Disclosure. No later than seven (7) business days prior to the PtopertyApproval Date, the Seller will, at its sole cost and expense; provide Buyer with a Natural Hazard Zane Disclosure required by applicable law. 6.4 Buyer and Seller Cooperation Buyer shall submit plans for the Project to Seller, and Seller, in its capacity as the City within which the Project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain the Project Entitlements through Seller in its capacity as the City within which the Project Entitlements is located. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with Or without any particular conditions, 7. Destrdction/Condemnation of Propg*: Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. -13- 8. lndomnifica ion. 8.1 O li at'o . Seller shall Indemnify Buyer and Buyer shall Indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, Wury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent ofthe Indemnitee's wrongful intentional acts ornegligence. 8.2 Limitation on Liability of the Seller. Following the Close of Escrow, the Buyer is and shall be responsible for operation of the Property and the Project, and the Seller shall not be liable for any induzy or damage to any property (of the Buyer or any other person) or to any person occurring on or about the Property or the Project, except to the extent caused by the Seller's wrongfW intentional actor negligence. 8.3 Strict Liability. The indemnification obligations of an lindemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.4 Lh ,pent of Inswance Obligations Buyer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way testricting, limiting, or modifying Buyer's insurance or other obligations under this Agreement and is independent of the Buyer's insurance and other obligations under this Agreement. Buyer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Buyer's indemnification obligations under this Agreement and are independent of the Buyer's indemnification and other obligations under this Agreement. 8.5 Survival of. Indemnification and Aefense Obli tions. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 8.6denendent. Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to hndemnify, The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be Entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit within the scope of the Indemnitor's indemnity obligations under this Agreement. 8.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 14- 8,7.1 Prompt Notice, The Indemnitee shall promptly notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the. Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved -of its indemnity obligations for such claim. 8,7.2 Selection ofCounsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemmitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The indemmnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall,. however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for -such claim. 9. Miscellaneous, 9.1 Notices. Any notice,. request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by united States registered or certified mail, return receiptrequested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon the date of confirmed dispatch, if by electronic communication receipt if delivered personally or via overnight express courier or on the third Business Day afterdeposit if mailed. A parry may change its address for receipt of notices by service of a notice to such change in accordance herewith. Buyer and Seller hereby agree that notices may be given hereunder by the parties' respective counsel and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly. with all principals as required to comply with the provisions of this Section. If to Buyer. Southwest Croup Properties, LLC 714 S. Plymouth Blvd Los Angeles, CA 90005 Attn: Amir Houriani If to Seller: City of Santa Ana 20 Civic Center Plaza M-30 Santa Ana, CA 92702 Attn: Clerk of the Council with a copy to: City of Santa Ana 20 Civic Center Plaza M-21 Santa Ana, CA 92M Attu: Executive Director of Public Works -Is- 9.2 No Third Party Beneficiaries. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any person that is not a Party, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. Buyer shall not assume and shall not be obligated to discharge or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (a) liabilities or obligations of Seller to its creditors, shareholders, members, partners, .managers, or owners, (b) liabilities or obligations of Seller with respect to any acts, events or transactions occurring prior to, on -or after the Close of Escrow, (c) liabilities or obligations of Seller for any federal, state, county or local taxes, or (4) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Buyer. Buyer shall have no duty whatsoever to take any action or receive of make any payment or credit arising from or related to any services provided or costs incurred in connection with the Property prior to the Close of Escrow, including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising thea�efrom. 9.3 Further Instruments. Each Party will; whenever and as often as it shall be reasonably requested to do so by the other cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting Party, in order to carry out the intent and purpose of this Agreement. 9.4 Calculation of Tune Periods, Business Dar, Time of 1?, ence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5.00 pan. local time* in the state. in which the Real Property. is; located. As used herein, the term "Business Day" means any day excluding Saturdays. Sundays and State and National holidays and any day the City is closed. Subject to the foregoing provisions, time is of the essenceofth s AgreemenL 9.5 Entire Agreggent, Ameaftgo. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to Ste subject matter ofthis Agreement and supersedes all prior agreements or letters of intent ofthe Parties, This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative.ofeadh of the Parties. 9.6 Survival All covenants, agreements, representations, warranties and indemnities contained in this Agreement shall survive the execution and delivery of this Agreement and the Close of Escrow and the delivery and recordation of all documents or instruments in connection therewith. 9.7 Binding Effect: Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 9.8 Applicable Law. This Agreement will be, construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made. and to be performed entirely therein, -16- 9.9 Venue. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be the superior Court of Orange County and the Parties hereby agree to and do hereby submit to the jurisdiction of such court. 9.10 Attu nr a sy , Fees, If any Party to this Agreement shall bring any action or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and coats (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued. upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Patty's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Patty's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys_' fees shall include, without limitation, fees incurred in the followftig; (1)post judgment motions; (2) contempt proceedings; (3) garnishment, levyand debtor and third party examinations; (4) dis;*very;. and (5) baniauptcy litigation. 9..11 Construction. The provisions of this Agreement shall not be construed in favor of or against either Party, b4t shall be construed as if both Parties prepared this Agreement, 9.12 JnteMLctation. The paragraph and section headings in this Agreement ate solely for .convenience and will not be deemed to limit or otherwise affect the meaning or'construction of any part of this Agreement. Any pronoun used its this Agreement will be deemed to cover all genders. -The terms. 'Include," "including," and similar terms will be construed as if followed by the phrase "without being limited to:' The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or.'' The words "hereof," "herein," "hereby," "heramOeir," and similarterms in this .A.geeement refer to this Agreement as a whole and not to any particular provision or section of this Agreement, Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 9.13 No. Waiver_ No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition contained herein. No waiver of any default by a Party shall be. implied bout any omission by the other Party to. take any action on account of such default if such default persists or is repeated and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by either Party to or of any act by the other requiring the first Party's consent or approval shall not be deemed to waive or render unnecessary the, consenting Parry's consent or approval to or of any subsequent similar acts by the other Party. 9.14 $everability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of Us Agreement will be prohibited by or invalid under applicable law, such provision will be ineffeotive only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. -17- 9.15 Incorporation of Exhibits. Except as intentionally omitted, all exhibits attached hereto and referred to herein are incorporated into the Agreement as though fully set forth herein. 9.16 Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 9.17 Amendments. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, except by written instrument signed by the Parties hereto. IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. ATTEST Daisy Gomez City Clerk APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: 4 19 � � John M. Funk Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL — � --jky q -P 01-- Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge !` City Manager SOUTHWEST GROUP PROPERTIES, LLC, a California limited liability company n Name: AM, IILIACelJ) Title. MGC -18- BxhIMS: Exhibit "A" -- Legal Description of the Property ibit "B" — Form of Grant Deed Exhibit "C" — Intended Improvements -19- EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY All right, tide and interest of Seller In and to that certain real property located in the City of Santa Ana, Orange County, California, described in the following exhibit A & B: [attached behind this page] Exhlblt A In #ha City o f Santa A.np, County of prange4:stato of llf�rnl'a, berg Lots 3, S,, jd 7; of a Surveyors Map, per map filed In book 3 page 1� Of kec qr4 offtftys, in t4m 6f f icip Qf the Dodiltylbcorder ofsald County, EcceptAbot iaN Deed us ita rutner�t �R ao�,t�4B fS, oriel root* of ow GoRty. tontabing18-290sguatxfeotrmoc nplbss. iSublWto all lrovenaft Cm¢ltlons, Resarya fiRi�.ru rl�kioD� ights'of {$�ay,ehd' aser�s is df-Rmtd, if, any. 1jwbgQd"g used for 8rfool Straet is,0bttb:° all 07" Eastj per)kC00 of bmy 'hied In book 253, page$17 tbroyo A. of Bopords of Swyvy,101ba affirm ON41d 40unty gecvrder of orangq.County. Nl gas shhereto OnirbY th#e rafO#nO rad� epait *beri�bE Prepared by'tne, or' ndpr. Y d)rettlhti on i 1oia k Nlx•Gci�lzaleb`r PLS �BC5 I 0 err v SWC H TO A00 WRANY LE13AL ©SON ��TNTh,I i ft' .:.SIR...?Tw►..• Y.�... v ..�u.:...v sW.rrl�i3E- 1 E ; 00, EASY y R 0. L.. ��'' 41'43►� � E �`b L►7 ..,;.. i' t 17 LiO7 5 j 4 � � �q•1'lRA3° � X I: A_ 10',t �E49W156 PER4935T• s= fio� Ut ar• 3. �I85 2TF�& I�jS . I't X. ' C- 10$ t N PEA BK .3 3 FED 114. PER R5ii9'1 t?B1 MOT 9 09 c3 R �+ z00�Q} 1408J Opp R = �QQx� TIb t p nip L 37.46 us 2WT7-20• 1 U .n N f4649'.5b" E. IlAl j R,SB-.3/92. WAS"TON AVE (WWI., WASH[NWON AYE. (rz) STREET VW PER INST.. IO 20(3000 �l�I_f EXHIBIT "B" GRANT DEED MO BE EXECUTE [attached behind this page] EXHIBIT B Grant Deed RECORDING REQUESTED BY Commonwealth Land Title Company When mcorded, please mail this lashttrneat to: mark of Me Council City of Santa Ana 20 Civic. Center Plana, M-30 Santa Ana, California 92701 Free recording requested by The City of Santa Aria per Government Code section 6103, 27383. USE Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IfIIIIIIIIIIIIIIIIIfIIIIIIIIIIIIfIIIfIIUIlIIIIIIUIfIIIIfIIIIIIIIIIIIIIII NO FEE 2022000187340 2:42 pm 05119122 320 CR SC05 G02 411 522.50 522.50 0.00 0.00 9.00 0.00 0.000.000.00 0.00 SPACE ABOVE THIS LWE FOR R8 TAXIS APPROVED AS TO APY'ROVEDBY DFSLIUMON D1S1xwnoN AJ'. WWUAP PARCEL FORM BYATTY. DW=R WRn7ENBY CHECMOJL NLVAM WhIBEA Ntomm 405-252 21 & 22 CI D=N1r WM 1601 & 1607 N. BRISTOL STREET 8735 Title/Escrow ##09185204 THE UNDERSIGNED GRANTORS GRANT DEED DECLARE: Documentary Transfer Tax is: S 1,045.00 ❑ Unincorporated Area Ef Santa Ana_ FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The CITY OF SANTA ANA, a Charter City and Municipal Corporation duly organized under the Constitution and laws of the State of California hereby GRANT(s) to: Southwest Group Properties, I.I.C. the neat property in the City of Santa Ana, County of Orange, State of California, described as follows: See Exhibit 'A" attached hereto and by this reference made a part hereof, and as shown on Exhibit "B" attached hereto reference only. Dated:{ Z22- Dated _N - �� - Ma Ely.. = 4,�V� g Kris a Ridge City Manager, City of Santa Ana �IYYyV Attested by. Da Gomez City Clerk, City o anta Ana 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 January 14, 2022 before me Yesenia Cruz, Notary Public (insert name and title of the officer) personally appeared Kristine Rid who proved to me on the basis of satisfactory evidence to be the personA whose name) is / e subscribed to the within instrument and acknowledged to me that I/sf�{{e/ty executed the same in i�rS�lhpr/t it authorized capacity, and that by ty;W/r/tl�etr signaturej� on the instrument the perso ), or the entity upon behalf o which the personfed, 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. y5ENIAutuz ?otarye California �Coty Cammission 9 Ires �y 21, 2422 n A My Comm. ExR EXHIBIT "A" ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: LOTS 5 AND 7 ON LICENSED SURVEYOR'S MAP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, FILED IN BOOK 3, PAGE 12, OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM A STRIP OF LAND, 30 FEET WIDE, OFF THE WEST SIDE OF SAID LAND, NOW INCLUDED IN BRISTOL STREET. ALSO EXCEPTING THAT PORTION AS MORE FULLY DESCRIBED AND GRANTED TO THE CITY OF SANTA ANA BY GRANT DEED RECORDED NOVEMBER 12, 2019, AS INSTRUMENT NO. 2019000448315, OFFICIAL RECORDS. PARCEL 2: LOT 3 ON LICENSED SURVEYOR'S MAP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, FILED IN BOOK 3, PAGE 12, OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM A STRIP OF LAND, 30 FEET WIDE, OFF THE WEST SIDE OF SAID LAND, NOW INCLUDED IN BRISTOL STREET. ALSO EXCEPTING THAT PORTION AS MORE FULLY DESCRIBED AND GRANTED TO THE CITY OF SANTA ANA BY GRANT DEED RECORDED NOVEMBER 12, 2019, AS INSTRUMENT NO. 2019000448315, OFFICIAL RECORDS. legal rev. (010698) 0 jW#ljjl f8& Po�*3 3Rr' PER 2s3/MIA08i WAS"TON AVE EXHW V �.O � • l4i�� N Ems „ 1.0-T L 6A;!]tl' ,AST OF LOT .9 cl k r:,2$#8 a A 1c24e'4 N n �f 2rl�nH R +� yy1000 t � r1v (1R � O,A.�� Ll - N 2464WON E. IIAJ To M WIM, LIle/Ul It, f;o WA8H1{i'4N A1!E. p_.� STREET RIW PER INST.. NO 2Of9QQ2KBJlr EXHIBIT C Bristol Centers Grant Deed RECORDING REQUESTED BY Commonwealth Land Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: BRISTOL CENTERS PROPERTIES, LLC 714 S. Plymouth Blvd. Los Angeles, CA 90005 Attn.: Mr. Mehrdad Houriani Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 111111111111111111[111111111111 1[111 11111 [111111111111111111111111111111113.00 *$ R 0 0 1 3 7 4 3 1 0 6 $ * 20220001873412:42 pm 05/19/22 320 CR-SC05 G02 3 0.00 0.00 0.00 0.00 6.00 0.00 0.000.000.00 0.00 Title/Escrow 409185204 (Above Space For Recorder's Use Only) THE UNDERSIGNED GRANTORS DECLARE: The transfer is between individuals and a legal entity or Documentary Transfer Tax is: $ 0.00 partnership, or between legal entities and does not change O Unincorporated Area 0 Santa Ana_ the proportional interests held. Section 11925. Assessor's Parcel Numbers: 405-252-21 AND 405-252-22 GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SOUTHWEST GROUP PROPERTIES, LLC, a California limited liability company ("Grantor"), hereby grants to BRISTOL CENTER PROPERTIES, LLC, a California limited liability company, that certain real property, located in the City of Santa Ana, County of Orange, State of California, which is more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. Dated: ����� 2022 Exempt from fee per GC 27388.1 (a) (2); recorded concurrently "in connection with" a transfer subject to the imposition of documentary transfer tax (DTT). 4.1022 CAB SOUTHWEST GROUP PROPERTIES, LLC, a California limited liability company Mehrdad Houriani, Manager -1- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT I I �R.Y4 -- "�H�.IIidrO�m�.90�sMv0�o 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 Los Angeles On A A V , 20 2 2 , before me, Thomas Han June . Notary Public, personally appeared e r► r cl G lA r on , who proved to me on the basis of satisfactory evidence to be the persons) whose name($) is/afe subscribed to the within instrument and acknowledged to mQ that hRshe/they executed the same in R/her/their authorized ca.pacity(ies), and that by h[i]s Sher/their signatures) on the instrument the person(s), or the entity upon behalf of which the person*- cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of State of California that the foregoing paragraph is true and correct. THOMAS HAN JUNG� Z COMM. # 2267695 o NOTARY PU911C•CALIFORM W WITNESS my hand and official seal. Los AOSM Ccurm uY ftV. EXP, D¢c. 3, 2022 SIGNATURE PLACE NOTARY SEAL ABOVE Though the information below is not required by law, it may .11 prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached do Title or type of document: Document Date: C �! b �' �L� 2-1 - Number of Pages: y Signer(s) Other than Named Above: EXHIBIT "A" LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: LOTS 5 AND 7 ON LICENSED SURVEYOR'S MAP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, FILED IN BOOK 3, PAGE 12, OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM A STRIP OF LAND, 30 FEET WIDE, OFF THE WEST SIDE OF SAID LAND, NOW INCLUDED IN BRISTOL STREET. ALSO EXCEPTING THAT PORTION AS MORE FULLY DESCRIBED AND GRANTED TO THE CITY OF SANTA ANA BY GRANT DEED RECORDED NOVEMBER 12, 2019, AS INSTRUMENT NO.2019000448315, OFFICIAL RECORDS. PARCEL 2: LOT 3 ON LICENSED SURVEYOR'S MAP, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, FILED IN BOOK 3, PAGE 12, OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM A STRIP OF LAND, 30 FEET WIDE, OFF THE WEST SIDE OF SAID LAND, NOW INCLUDED IN BRISTOL STREET. ALSO EXCEPTING THAT PORTION AS MORE FULLY DESCRIBED AND GRANTED TO THE CITY OF SANTA ANA BY GRANT DEED RECORDED NOVEMBER 12, 2019, AS INSTRUMENT NO.2019000448315, OFFICIAL RECORDS. Assessor's Parcel Numbers: 405-252-21 AND 405-252-22 -3- 4.18.22 CAB PROJECT TITLE: Bristol St Imp & Widening: Ph 4- Warner - St Andrew PROJECT CATEGORY: Street Improvements Street/Bridge Improvements & Widening LOCATION MAP N EXHIBIT 7 CITY OF SANTA ANA FY 24/25CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: The Bristol Street Improvements project was planned and designed to incorporate complete street concepts with storm water quality features. The improvements include widening of the street from four lanes to six lanes, with bus turnouts, raised median, bike lanes, enhanced storm drain system, and sound wails. The project also brings native and organic landscaping that beautifies a fully developed urban area. PROJECT NEED: Bristol Street from Warner Avenue to St. Andrew Place (Phase 4) is part of the City's plan to widen Bristol Street from Warner Avenue to Memory Lane, which was approved by City Council in 1990 and reevaluated in 2015. Existing roadway has only 2lanes in each direction and is operating at a Level of Service (LOS) F. This widening is needed to improve traffic flow and create complete streets features. PROJECT COSTS FY 24/25 FY 25126 FY 26127 FY 27128 FY 28129 FY 29130 FY 30131 Construction 682,989 - - - - - - Right -Of -Way 288,560 TOTAL 971,549 SOURCE OF FUNDS FY 24125 FY 25126 FY 26127 FY 27128 FY 28129 FY 29130 FY 30131 DAF: DA-1 118,250 - - - - - GENERAL FUND 680,000 OCTA BRISTOL ST 2,989 CORRIDOR TSIA AREA F 170,310 TOTAL 971,549 AGENCY: DIVISION: CONTACT: DATE: Public Works CIP Engineering Jason Gabriel, Principal Civil Engineer 03-Oct-2024