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HomeMy WebLinkAboutHUNTER, C & B & ORGERON, F&B-2005 A-2005-203 Order No. @ Escrow No. @ WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 SPACE ABOVE THIS LINE FOR RECORDER'S USE LONG FORM SECURITY LAND CONTRACT NOTE: THE PARTIES HERETO ARE CAUTIONED THAT, BY COMPLETING AND EXECUTING THIS AGREEMENT, LEGAL RIGHTS AND DUTIES ARE CREATED INCLUDING THE TRUSTEE'S NONJUDICIAL POWER OF SALE. THEY ARE ADVISED THAT THE VENDEE HAS NO REDEMPTION RIGHTS UNDER THIS AGREEMENT. THEY ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN THIS DOCUMENT. THIS AGREEMENT, made and entered into this I Siiday of Ikl~u.s, ,2005, by and between Creighton D. Hunter and Betty A. Hunter, Trustees of the Creighton D. Hunter and Be A. Hunter Family Trust and Fred Orgeron and Brenda Orgeron, Trustees of the Orgeron Family Trust (hereinafter sometimes referred to as "Vendor"), whose address is 513 Calle del Rito, San Clemente, CA 92672, and the City of Santa Ana, a charter City and municipal corporation dully organized under the Constitution and laws of the State of California (hereinafter sometimes referred to as "Vendee"), whose address is 20 Civic Center Plaza, M-36, Post Office Box 1988, Santa Ana, CA 92702 and COMMONWEALTH LAND TITLE COMPANY, a California Corporation (hereinafter sometimes referred to as "Trustee"). In accordance with Section 2924b, Civil Code, request is hereby made by the undersigned Vendor and Vendee that a copy of any Notice of Default and a copy of any Notice of Sale under Deed of Trust recorded , in Book , Page , Official Records Orange County, California, as affecting the property, executed by between Creighton D. Hunter and Betty A. Hunter, Trustees of the Creighton D. Hunter and Betty A. Hunter Family Trust and Fred Orgeron and Brenda Orgeron, Trustees of the Orgeron Family Trust as Trustor in which City of Santa Ana, is named as Beneficiary, COMMONWEALTH LAND TITLE COMPANY, a California Corporation and as Trustee, be mailed to Vendor and Vendee at addresses designated in Paragraph 17 below. NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded. The notice of any default described in Section 2924c, Civil Code, shall consist of the following statement: NOTICE You may have the right to cure the default described herein and reinstate this Installment Land Contract. Section 2924c of the Civil Code permits certain defaults to be cured upon the payment of the amounts required by that Section without requiring payment of that portion of principal and interest which would not be due had no default occurred. Where reinstatement is possible if the default is not cured within three months following the recording of this notice, the right of reinstatement will terminate and the property may be sold. MAIL TAX STATEMENTS TO: City of Santa Ana Public Works Agency Attn: Souri Amirani 20 Civic Center Plaza, M-36 Santa Ana, CA 92702 1 WITNESSETH: WHEREAS, Vendor is now the owner of certain real property (hereinafter referred to as "the property") located in the County of Orange, State of California, commonly known as: 1249 West First Street, Santa Ana, California 92701, and described as follows: lot 21, 23 and 25 in Block A of Bessonett Tract, as shown on a map recorded in Book 24, Page 73 of Miscellaneous Records of Los Angeles County, California. WHEREAS, Vendor has agreed to sell, and Vendee has agreed to buy, the property on the terms and conditions hereinafter set forth; WHEREAS, Vendor shall retain legal titie as a security interest in the property until the payment of the balance of the purchase price has been paid by Vendee as set forth below. NOW, THEREFORE, THE PARTIES HERETO DO HEREBY AGREE AS FOllOWS: PURCHASE PRICE 1. Vendor agrees to sell, and Vendee agrees to buy, all of the property for the sum of Eight Hundred Five Thousand and NO/100 Dollars ($805,000) lawful money of the United States, as hereinafter more fully set forth. CONVEYANCE TO TRUSTEE 2. Upon execution of this security land contract, Vendor and Vendee irrevocably grant, transfer and assign their rights, title and interests to the property herein to Trustee, Commonwealth land Title Company, a California Corporation, in trust for purposes of securing Vendor's and Vendee's obligations herein. The parties do not intend hereby to alter in any manner their rights and interests to the property as Vendor or Vendee, but rather intend to vest Trustee with title so as to create in Trustee powers as set forth herein sufficient to carry out its duties, and Vendor and Vendee shall retain the rights and obligations imposed upon them by California Civil Code section 2985 et seq, all other applicable laws and statutes, and this Contract. PAYMENT OF PURCHASE PRICE 3. Vendee shall pay said purchase price of $805,000 as follows: a. Within 30 days of execution of this agreement, Vendee will deposit into escrow the sum of EIGHT HUNDRED THOUSAND DOLLARS AND No/1 00 ($800,000). b. Upon recording Vendor's irrevocable grant, transfer and assignment of their rights, title and interest to the property to the Trustee, Six Hundred Thousand and NO/100 Dollars ($600,000) will be released to the Vendor. c. The remaining Two Hundred Thousand and NO/100 Dollars ($200,000), deposited into escrow by the Vendor, will be set-aside for environmental clean-up, as required by the applicable regulatory agency. The Vendee or their Consultant will be responsible for coordinating the clean-up activities; submitting invoices to the escrow for payment; and completing the application to the State of California UST Cleanup Fund (Cleanup Fund) on behalf of the Vendor. The escrow company will process payment of each invoice, including invoices from Consultant for completing the application to the Cleanup Fun, after approval in writing from the both the Vendor and Vendee. Vendor hereby acknowledges, that Fred Orgeron will review and approve each invoice, on behalf of the Vendor. d. The balance of said purchase price of Five Thousand and NO/100 Dollars $5,000 shall be paid by the Vendee to the Vendor and shall bear interest at the rate of 5 percent per annum of any balance unpaid. Said sum shall be paid in one installment of Six Thousand Two Hundred Fifty and NO/100 Dollars ($6,250.00) Sixty (60) months from the execution of this security land contract. If the installment payment due hereunder is delinquent ten or more days, Vendee agrees to pay the sum of $5.00 or the equivalent of 6% of the installment due that is applicable to payment of principal and interest, provided that the late payment charge satisfies the requirements of sections 2954.4 and 2954.5 of the California Civil Code. Vendee may prepay all or any portion of balance due Vendor or on any other encumbrance on the property where the terms of such encumbrance so provide. 2 ADDITIONAL TERMS a. Vendor hereby warrants that the title to said reai property to be conveyed by Vendor to Vendee shall be free and clear of all encumbrances, unless otherwise approved by the Vendee. Before any funds are disbursed to Vendor, said real property shall be, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, leases, clouds or defects in title. Vendor further agrees that acceptance by Vendee of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance, lien, lease, cloud or defect in tille, shall not constitute a waiver by Vendee of its right to the full and clear title hereinabove agreed to be conveyed by Vendor to Vendee, nor of any right which might accrue to Vendee because of the failure of Vendor to convey tille as hereinabove provided. b. Upon execution or recordation of this Contract, and after a search of the public records and upon fuifillment of any conditions required of Vendor and Vendee, Vendor and Vendee shall obtain policies of title insurance insuring said parties' interests herein from Commonwealth Land Title Company, with costs to be borne by the Vendee, with the Vendee therein named as the insured, in the amount EIGHT HUNDRED FIVE THOUSAND DOLLARS AND NO/100 ($805,000). Said policy shall insure the title of the Vendee to said real properly is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances, liens, teases, clouds or defects in title, excepting such specific ones as Vendee may hereinafter expressly agree to take subject to. Acceptance by Vendee of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by Vendee of its right to such insurance as is herein required of Vendor, nor a waiver by the Vendee of any rights of action for damages or any other rights which may accrue to Vendee by reason of the failure of Vendor to convey title or to provide title insurance as required in this Agreement. c. Vendee agrees to open an escrow at the office of Commonwealth Land Title Company, 2301 Dupont Drive, Suite 450, Irvine, California 92612, (the Escrow Agent) within five (5) days from and after the date on which the Vendee has approved this Agreement. This Agreement constitutes the joint escrow instructions of the Vendee and the Vendor and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "A" attached hereto and incorporated herein by this reference, in writing, delivered to the Vendee and to the Vendor within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. Vendee agrees to bear and Escrow Agent is hereby authorized to charge to the Vendee the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real properly to Vendee. Penaities for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations, usual to an escrow holder as set forth herein and Exhibit "A" of the General Provisions of this Agreement. d. Real properly taxes, if any, on said real properly for the fiscal year within which said real properly is conveyed to Trustee as are unpaid at the time of recordation of this contract shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Vendor shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of properly taxes on said real property for said fiscal year which have been paid prior to the date this contract is recorded which is allocable to that portion of the fiscal year which begins on the date of recordation of this contract and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real properly for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Vendor before conveyance of said real properly to Trustee. e. Vendee agrees to pay from the recordation of this contract: (1) all taxes and assessments affecting the property, including assessments on appurtenant water stock; (2) all encumbrances, charges and liens, with interest, on the property or any part thereof when due, which appear to be prior or superior hereto; (3) all allowable expenses of this Agreement. Should Vendee fail to make any payment or to do any act as herein provided, then Vendor or Trustee, but without any obligation to do so, without notice to or demand upon Vendee and without releasing Vendee from any obligation hereof, may: (1) make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Vendor being authorized to enter upon said property for such purposes; (2) appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers 3 of Vendor or Trustee; (3) pay, purchase, contest or compromise any encumbrance, charge or lien which, in the judgment of either, appears to be prior or superior hereto; and, in exercising any such powers, pay allowable expenses. f. Should Vendor breach this Agreement, Vendee may, without waiving any other rights or remedies, pay and perform such obligations and upon doing so shail be entitled to a like amount as a credit against present and future payments due or to become due to Vendor. Vendee shall also be entitled to interest at the maximum legal rate on all such advances in excess of Vendee's obligations due under this Agreement. POWERS OF TRUSTEE 4. Vendor and Vendee confer upon Trustee the following powers: a. Power to convey to Vendee legal titie upon full satisfaction of Vendee's obligation to Vendor and upon instructions from Vendor or his successor in interest. b. Power to foreclose under power of sale as set forth in Paragraph 6 below, and issue a deed upon foreclosure and sale. Said deed shall convey the property to the Vendor without covenant or warranty, expressed or implied and any recitals contained therein of any matters or facts shail be conclusive proof of the truthfulness thereof. Any person, including Vendor, Vendee or Trustee may purchase at such sale. c. In the event of default, the power to prepare and deliver Vendor's statements as required under Paragraph 7 of this Agreement. POSSESSION 5. Vendee shall be entitled to complete and fuil possession of the property upon execution of this Contract and disbursement of Six Hundred Thousand and NO/100 Doilars ($600,000) of the Purchase Price. Possession includes the right to remove and dispose of ail improvements located on the property, remove underground storage tanks and begin the environmental cleanup, as required by regulatory agencies. Vendor's interest in the property is security for payment of balance owed Vendor, and for performance of ail terms and conditions to be performed by Vendee. Vendee reserves the right, prior to any default by Vendee in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Vendor may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court of competent jurisdiction, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of the property or any part thereof. IN THE EVENT OF DEFAULT 6. Should Vendee fail to perform under terms of this Agreement and thus be in default of any of its provisions including but not limited to payment of any taxes and indebtedness to Vendor or to prior encumbrances, Vendor may declare ail sums due to and/or advanced by Vendor immediately due and payable to Vendor by delivering to Trustee written declaration of default and demand for sale, and a written notice of default and election to cause to be sold the property. Vendor shail deposit with Trustee this Contract, and all documents evidencing expenditures secured thereby. Trustee shail cause said written notice of default to be filed for record. Trustee shail then proceed to foreclose on the property pursuant to California Civil Code section 2924 et seq, any amendments thereto and the provisions hereinbelow. Trustee and/or Vendor shail foilow ail duties required of them as may be required by law for the foreclosure of a deed of trust or mortgage including but not limited to the foilowing: a. The Vendor or Trustee shall first file for record in the office of the recorder of each county wherein the property or some part of it is situated, a notice of default, in substantiaily the same form as contained on Page 1 of this Agreement. b. After the lapse of not less than three months from the time the notice of default has been recorded, Vendor, Trustee or any other person authorized to make the sale shail give notice of sale. Said notice of sale must be given at least twenty (20) days before the date of sale by: (1) posting in one public place in the city where the property is to be sold and if not sold in a city in one public place in the judicial district in which the property is to be sold a written notice of the time and place of sale, describing the property to be sold, and (2) publishing a copy thereof once a week for the same period, in some newspaper of general circulation in the city and/or judicial district in which the whole or part of the property is situated, whichever applies. If there is no newspaper of general circulation in the city or judicial district, notice must be published in a newspaper of general circulation in the county in which the whole or a part of the property is situated. The notice shall describe the property by giving 4 its street address or other common designation, if any, and if neither exists, the notice shall contain Vendor's name and address at whose request the sale is to be conducted and a statement that directions may be obtained pursuant to a written request submitted to Vendor within ten (10) days from the first publication of such notice. Directions shall be deemed reasonably sufficient to locate the property if the location of the property is given by reference to the approximate distance from the nearest crossroads, frontage road or access road. If a legal description of the property is given, the validity of the notice and of the sale shall not be affected by the fact that the street address, other common designation, Vendor's name and address or the directions obtained therefrom are erroneous or have been omitted. c. Any person desiring a copy of any notice of default or sale under this Contract may, at any time subsequent to recordation of the Contract and prior to the recordation of notice of default, cause to be filed for record in the office of the recorder of any county in which any part or parcel of the property is situated, a duly acknowledged request for a copy of any such notice of default and of sale. This request shall be signed and acknowledged by the person making the request specifying the name and address of the person to whom notice is to be mailed, shall identify the Contract by stating the name of the parties thereto, date of recordation thereof and book and page where the same is recorded or the recorder's number and shall be in substantially the form set out in Civil Code section 2924b. d. Vendor, Trustee or any other person authorized to record the notice of default shall: (1) within ten (10) days following such recordation, deposit or cause to be deposited in the United States mail an envelope, registered or certified with postage prepaid, containing a copy of such notice with the recording date shown thereon addressed to each person whose name and address is set forth in a duly recorded request therefore, directed to the address designated in such request; (2) at least twenty (20) days before the date of sale, deposit or cause to be deposited in the United States mail an envelope, registered or certified with postage prepaid, containing a copy of the notice of the time and place of sale, addressed to each person whose name and address is set forth in a duly recorded request therefore, directed to the address designated in such request; (3) within one month following recordation of such notice of default, deposit or cause to be deposited in the United States mail an envelope, registered or certified with postage prepaid containing a copy of such notice with the recording date shown thereon, addressed to each person set forth below provided that: (a) the estate or interest of any person entitled to receive notice under this subsection is acquired by an instrument sufficient to impart constructive notice of such estate or interest which is being foreclosed; (b) such estate or interest is recorded so as to impart constructive notice prior to the date the notice of default was recorded; (c) such instrument as recorded sets forth a mailing address which the county recorder shall use, as instructed within the instrument for the return of such instrument after recording, and which address shall be the address used for the purposes of mailing notices herein. The persons to whom such notice shall be mailed under this subsection (3) are: (a) Vendee's successor(s) in interest as of the recording date of the notice of default; (b) the beneficiary, mortgagee, vendee or lessee and his assignees of any lien recorded subsequent to the foreclosure under the terms of the Contract or recorded prior to or concurrently with the foreclosure under the terms of the Contract but subject to a recorded agreement or a recorded statement of subordination to this foreclosure under the terms of the Contract; (c) the Controller where a lien for postponed property taxes has been recorded against the property as of the recording date of the notice of default; (4) at least twenty (20) days before the date of sale, deposit or cause to be deposited in the United States mail, an envelope, registered or certified with postage prepaid, containing a copy of the notice of the time and place of sale addressed to each person to whom a copy of the notice of default is to be mailed as provided in subsection (3) above. e. The sale of the property under the power of sale contained in this Contract shall be held in the county where the property or a part thereof is situated, and shall be made at auction, to the highest bidder, between the hours of 9 in the morning and 5 in the afternoon. When the property consists of several lots or parcels they may be sold separately; when a portion of the property is claimed by a third person, and he requires it sold separately, this may be done. Vendee may direct the order in which the property shall be sold if the lots or parcels may be sold to advantage separately. After sufficient property has been sold to satisfy the indebtedness no more can be sold. If the property is in two or more counties, the auction may take place in anyone of those counties. There may be a postponement of the sale proceedings at any time prior to the completion of the sale at Trustee's discretion or Vendor's instruction. The notice of each postponement shall be given by public declaration by Trustee at the time and place last appointed for sale. Such public declaration shall set forth the new date, time, and place of sale, which place of sale shall be the same place as originally fixed by Trustee for the sale. No other notice of postponement need be given. f. Each and every bid made by a bidder at a Trustee's Sale pursuant to the power of sale contained in this Contract shall be deemed to be an irrevocable offer by that bidder to purchase the property being sold. Any subsequent bid by the same or another bidder for a higher bid cancels out the prior bid. 5 g. At the Trustee's Sale, Trustee shall have the right: (1) to require every bidder to show evidence of his ability to deposit with Trustee the full amount of his final bid in cash, or its equivalent satisfactory to Trustee, prior to and as a condition to the recognition of such bid, and to conditionally accept and hold these amounts for the duration of the sale, and (2) to require the last and highest bidder to deposit, if he has not already done so, the full amount of his final bid in cash, or its equivalent satisfactory to Trustee, immediately prior to the sale's completion, its completion being announced by the fall of the hammer or in another customary manner. Vendor shall have the right to offset his bid(s) only to the extent of the total amount due him including the tnustee's fees and expenses. h. If Trustee has not required the last and highest bidder to deposit the cash or equivalent in the manner set forth in (g) above, Trustee shall complete the sale. If said bidder refuses to deliver the amount of his final bid in cash or its equivalent when demanded to do so by Trustee, the bidder shall be liable to Trustee for all damages which Trustee may sustain by the refusal of bidder to deliver to Trustee the amount of the final bid, including any court costs and reasonable attorney's fees. If the last and final bidder willfully fails to deliver to Trustee the amount of his final bid in cash or its equivalent, the bidder shall be guilty of a misdemeanor punishable by a fine of not more than two thousand five hundred dollars ($2,500). Any postponement or discontinuance of the sale proceedings shall be a cancellation of the last bid. i. After deducting all costs, fees and expenses of Trustee and of this Contract, including the cost of evidence of title in connection with sale, Tnustee shall apply the proceeds of the sale to the payment of: (1) all sums expended under the tenms hereof, not then repaid, with accnued interest at the amount allowed by law in effect at the date hereof; (2) all other sums then secured hereby; and (3) the remainder, if any, to the person or persons legally entitled thereto. j. Vendor and Vendee lose all respective rights, title and interests in the properly sold by Trustee's Sale, when the Trustee's Deed, subsequent to the notice of default and the exercise of Vendor's power of sale, is executed in favor of the purchaser or purchasers at the sale. k. No deficiency judgment shall lie in any event after the sale of the properly under Tnustee's power of sale pursuant to the terms of this Contract. VENDOR'S STATEMENT 7. The Vendor or his authorized agent shall, on the written demand of the Vendee or authorized agent, made at any time before, or within ninety days after, the recording of a notice of default under this Contract, if the power of sale herein is to be exercised, or otherwise made more than 30 days prior to entry of the decree of foreclosure, and upon the payment of $15.00 or such other amount authorized by law, prepare and deliver to the person demanding it, a written statement showing: a. The amount of the unpaid balance of the obligation secured by this Contract and the interest rate together with the total amounts, if any, of all overdue installments of either principal or interest, or both. b. The amounts of periodic payments, if any. c. The date on which the obligation is due in whole or in part. d. The nature, and, if known, the amount of any additional charges, costs or expenses paid or incurred by the Vendor which have become a lien on the properly as part of the obligation secured hereby. e. The date to which real estate taxes and special assessments have been paid to the extent such information is known to the lender. f. The escrow balance applicable to this contract. SUBSTITUTION OF TRUSTEE 8. Vendor, or any successor in ownership of any indebtedness secured hereby, may from time to time, by written instnument, substitute a successor or successors to any trustee named herein or acting hereunder, which instrument, executed by the Vendor and duly acknowledged and recorded in the office of the recorder of the county or counties where the properly is situated, shall be conclusive proof of proper substitution of such successor trustee or trustees, who shall, without conveyance from the predecessor trustee, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Vendee, Trustee and Vendor, hereunder, the name and address of the new trustee, and if the Contract has been recorded, the book and page in which it can be found and/or instrument number under which it has been recorded. 6 DEFENCE OF ACTIONS 9. Vendee shall appear in and defend Vendor or Trustee in any actiDn Dr proceeding purporting to affect the security hereof or the rights or pDwers Df VendDr or Trustee. DELIVERY OF DEED UPON VENDOR AND VENDEE'S PERFORMANCE 10. Trustee Dn Vendor's written instruction and conveyance shall deliver to Vendee a deed tD the property as hereinabove provided for, conveying to Vendee Vendor's and Trustee's interest in the property which VendDr and Trustee hDld pursuant to this Agreement at such time as Vendee has paid to Vendor, as hereinabove provided, the entire balance due directly to Vendor under the provisions of Paragraph 3(d) above. TAXES 11. Vendee hereby assumes and agrees to pay before delinquency any and all taxes and assessments hereafter falling due on the property, commencing on the date this Contract is recorded. If Vendee shall fail tD pay any of said taxes or assessments on or before the due date thereof, Vendor may, at his option, declare a default under this Agreement or may pay said taxes and assessments and add any amounts so paid to the baiance due Vendor under the terms Df this Agreement. Any sums so paid by Vendor and added to the balance due under this Agreement, shall bear interest at the rate provided for herein or the maximum interest rate provided by law, whichever is greater, until the same has been paid in full. INSURANCE 12. Vendee further agrees that from and after the time Vendee assumes possession of the property, and until such time as all balances due to Vendor have been paid, Vendee: (1) shall provide, maintain and deliver to Vendor fire insurance satisfactory to and with loss payable to Vendor. The amount collected under any fire or other insurance policy may be applied by Vendor upon any indebtedness secured hereby and in such order as Vendor may determine, or at the option of Vendor, the entire amount so collected or any part thereof may be released to Vendee. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice; and (2) shall provide public liability insurance on the property in reasonable amounts for the protection of all parties hereto. Vendee agrees to pay all of the premiums therefor and to deliver copies of all policies and renewals thereof to Vendor. In the event Vendee fails to provide such insurance or upon cancellation of such insurance, Vendor may obtain the insurance required by this paragraph and add to the balance due under this Agreement the amount of any premium thereof. Such added sum shall bear interest at the rate provided in Paragraph 11 above. MAINTENANCE 13. Vendee further agrees, until the purchase price hereof has been paid, to maintain all buildings and improvements now or hereafter placed on the property in a good and habitable state of repair to maintain the value thereof and to pay when due all claims for labor performed and materials furnished therefor. TIME 14. Time is of the essence of this Agreement. ATTORNEY'S FEES 15. If any party to this Agreement or any assignee of any party hereunder shall bring an action in any court of competent jurisdiction to enforce any covenant of this Agreement, including any action to collect any payment required hereunder, or to quiet his titie against the other party to this Agreement, it is hereby mutually agreed that the prevailing party shall be entitled to reasonable attorney's fees and all costs and expenses in connection with said action, which sums shall be included in any judgment or decree entered in such action in favor of the prevailing party. BINDING EFFECT 16. This Agreement binds the parties hereto, their heirs, legatees, devisees, administrators, executDrs, successors and assigns. 7 " NOTICES AND REQUEST FOR NOTICE 17. Notices required or permitted under this Agreement shall be binding if delivered personally to party sought to be served or if mailed by registered or certified mail, postage prepaid in the United States mail to the following: Vendor: City of Santa Ana Public Works Agency Attn: Souri Amirani 20 Civic Center Piaza, M-36 Santa Ana, CA 92702 Vendee: Fred and Brenda Orgeron 513 Calle del Rito San Clemente, CA 92672 Creighton and Betty Hunter 2314 Riverside Drive Santa Ana, CA 92706 Trustee: Commonwealth Land Title Company 2301 Dupont Drive, Suite 450 Irvine, Califomia 92612 Vendor and Vendee hereby request that notice of default and notice of sale hereunder be mailed to them at the above addresses. CONSTRUCTION 18. All words used in this Agreement, including the words 'Vendor" and 'Vendee" shall be construed to include the plural as well as the singular number; words used herein in the present tense shall include the future as well as the present; words used in the masculine gender shall include the feminine and neuter gender. Any clause in this Agreement that requires one or both of the parties' instruction to Trustee, may be satisfied by such parties' heirs, devisees, administrators, executors, successors or assigns' instruction to Trustee. Each heading used in this Agreement is included for the convenience of the parties hereto and should not in any way be interpreted as a summary of any provision contained in the body of this Agreement. In the event that any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. EXECUTION 19. This Agreement shall be executed in duplicate. OTHER PROVISIONS 20. Vendor and Vendee acknowledge the Property has environmental contamination, as defined by Leighton Consulting, Inc. "Supplemental Site Investigation Reporf' Project, dated April 29, 2005. Vendor and Vendee agree that the property will require environmental remediation and/or monitoring by regulatory agencies. As outlined in Paragraph No.3 part (c) of this agreement, Two Hundred Thousand and NOl100 Dollars ($200,000) of the Purchase Price will be set aside for environmental remediation and monitoring activities. Vendor and Vendee agree that these said monies will be used for clean up and monitoring activities, as deemed appropriate by regulatory agencies andlor the Vendee. Upon completion of all environmental remediation and monitoring work, on the Property, a "Site Closure Reporf' will be issued by the appropriate regulatory agency. After the Vendor and Vendee receive a written Site Closure Report, and payment from the escrow account has been made for all outstanding invoice. Vendee agrees to authorize release of any remaining monies in the escrow account, to the Vendor, in a timely manner. Vendee also agrees to hold the Vendor harmless from any claim relating to environmental hazards, above the Two Hundred Thousand and NO/100 Dollars ($200,000) deposited into escrow as defined by Paragraph No.3 part (c) of this agreement. 8 . , VE'NnOR: . IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date first above written. FO~ Creighton D. Hunter and Betty A. Hunter Family Trust ~~~v M IkVIL-bN FOR:~eron Fami~Trust : t/- fJ V/?f~L&v1/ :::0:: ort:t2 /7 BY: (.~~. David N. Ream City Manager ~-'Pi CL l~ 1\ iJ f j dIU (/AtjlJ iLl) ~...J . ) te . If'. ATT ST:\.. Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorn~ / BY: J NOTE: THE PARTIES HERETO ARE CAUTIONED THAT, BY COMPLETING AND EXECUTING TIllS AGREEMENT, LEGAL RIGHTS AND DUTIES ARE CREATED INCLUDING THE TRUSTEE'S NONJUDICIAL POWER OF SALE. THEY ARE ADVISED THAT THE VENDEE HAS NO REDEMPTION RIGHTS UNDER TillS AGREEMENT. THEY ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN TIllS DOCUMENT. STATE OF CALIFORNIA COUNTY OF On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capaVendee(ies), and that by hislherltheir signature(s) on the instrument the personCs) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notarial seal) STATE OF CALIFORNIA COUNTY OF On } } ) before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capaVendee(ies), and that by hislherltheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notariaJ seal) 9 Exhibit "A" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 3D-day month. Recordation of any instruments delivered through this escrow, If necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The Vendor agrees to sell and the Vendee agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 10 Order No. @ Escrow No. @ RECORDING REQUESTED BY LAWYERS TITlE This Document was electronically recorded by Lawyers Title Company B Recorded in Official Records, Orange County Tom Daly, Clerk-Recorder WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 1111111111111111[11111111111111111111111111111111111111111111111115.00 2005000745061 04:02pm 09/20/05 203 59 L01 4 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 -- n' ' "@ c II SPACE ABOVE THIS LINE FOR RECORDER'S USE Ii- MEMORANDUM l()NT~CT OF SALE AND PURCHASE OF PROPERTY 6rr\~ ~! This is a Memorandum of at unrecorded Long Form Security Land Contract ("Contracf'), dated August 15, 2005, between Creighton D. Hunter a Betty A. Hunter, Trustees of the Creighton D. Hunter and Betty A. Hunter Family Trust and Fred .J. Orgeron and Brend rgeron, Trustees of the Orgeron Family Trust (hereinafter sometimes referred to as "Seller"), and the e City of Santa Ana, a charter City and municipal corporation dully organized under the Constitution and laws of the State of -- California (hereinafter sometimes referred to as "Buyer"), concerning the real property ("Property") described as: Lot 21, 23 v~-. and 25 in Block A of Bessonett Tract, as shown on a map recorded in Book 24, Page 73 of Miscellaneous Records of Los ~ Angeles County, California. For good and valuable consideration, Seller has agreed to sell and Buyer has agreed to buy, the Property upon the terms and conditions set for in the Contract, which terms and conditions are incorporated in this Memorandum by reference. Except as provided in the Contract from the date hereof, Seller shall not have the right, with respect to the Property to enter into any new contracts, leases or agreements, oral or written, without the prior written consent of Buyer. This Memorandum is not a complete summary of the Contract. Provisions of this Memorandum shall not be used in interpreting the Contract. In the event of conflict between this Memorandum and the Contract, the Contract shall control. N ?l"7'1!:J5945.Qt.H rn I eX) o () c0 cr IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date first above written. SaUar: ATTE T: Patricia E. Healy Clerk of the Council 4~2/6r; ~. SEE EXHIBIT A FOR FULL LEGAL APPROVED AS TO FORM: Joseph W. Fletcher City Attorney STATE OF CALIFORNIA ~ COUNTY OF I~/ ~~!> CJ JIll. personally appeared before me, STATE OF CA~NIA COUNTY OF %('#,f0 On Jk/ - . c:- before me, 'iiI, ~ W "* (or proved to on the basis of satisfactory evidence) to be the person(s) whose name(s) .nt/are subscribed to the within instrument and acknowledged to me that ~/they executed the same in ~r/their authorized capaVendee(ies), and that by ~/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. ~nL vf5ersonally known to me (or proved to me on the basis of satisfactory evidence) to be the personjXl whose namp('s~ subscribed to the within instrument and acknowledged to me that Jca4,1...../th" executed the same in ~.eJ..1hsir .....authorized capaVendee(....), and that by 4lllh..itflcir signature,"," on the instrument the perso~ or the entity upon behalf of which the person,%, acted, executed the instrument. WITNESS my hand and official seal. (This area for official notarial seal) Signatur"'~k,1f;f;/ZJ- le- u -;;~~,~~.l !@'~.~ 'I ] CommIssIon" 1336874 r <I> . oil Notory Publle.colWom" :;: I' NotaryPubllc~Callfoml8 I (This area for official notarial;a " ORANGE COUNTY ::- J Orange County t- J, My Comm. Exp. Mar 4, 2GGI E- 1 MyComm. Expires~n25.2008 . . ~ ~.. .... . ......... -------------- EXHIBIT "A" All that certain real property situated in the County of Orange, State of California, described as follows: Parcell: Lot 21 in Block "Au of Bessonett Tract, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 24, Page 73 of Miscellaneous Records of Los Angeles County, California. Excepting therefrom the South 40.00 feet thereof. Parcel 2: Lots 23 and 25 in Block "Au of Bessonett Tract, in the City of Santa Ana, County of Orange, State of California, as shown on a map recorded in Book 24, Page 73 of Miscellaneous Records of Los Angeles County, California. Excepting from said Lot 25 the Westerly 10.00 feet thereof, as conveyed to the City of Santa Ana in deed recorded August 27, 1951, in Book 2221, Page 272, of Official Records of Orange County, California. Also excepting from said Lots 23 and 25, those portions described in Parcels 1, 2 and 3 of the deed to the City of Santa Ana recorded February 6, 1968, in Book 8510, Page 907. Assessor's Parcel Number: 008-131-33 , a LandAmerica" Lawyers Title Lawyers Title Company 18551 Von Karman, Suite 100-200 Irvine, California 92612 Phone: (949)223-5575 PENALTY OF PERJURY AFFIDAVIT (GOVERNMENT CODE 27361.7) I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of the Notary: Claudia M. Fernandez-Shaw Date Commission expires: January 25, 2006 County Where Bond is Filed: Orange Commission No.: 1336674 ManufacturerNendor No.: NNA1 Place of Execution: Irvine. Ca. Date: September 20, 2005 ./ ~ './ ~ Signat .. i, ~.. .,Ce",0 ~~ LA RS TITLE COMPANY I further certify under the penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows (if applicable): Date: September 20, 2005 Signature: LAWYERS TITLE COMPANY . a LandAmerica' Lawyers Title Lawyers Title Company 18551 Von Karman, Suite 100-200 Irvine, California 92612 Phone: (949)223-5575 PENALTY OF PERJURY AFFIDAVIT (GOVERNMENT CODE 27361.7) I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of the Notary: Gale Hunt Date Commission expires: May 4, 2008 County Where Bond is Filed: Orange Commission No.: 1487639 ManufacturerNendor No.: ESI1 Place of Execution: Irvine, Ca. Date: September 20, 2005 // ~ ~~ . . /1.- . Signature: .,~ ez"7 cu..1-.-) . LAWY RS TITLE COMPANY I further certify under the penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows (if applicable): Date: September 20, 2005 Signature: LAWYERS TITLE COMPANY