HomeMy WebLinkAbout03 - JOINT PH - DDA Bowers 1902-1914 N MainREQUEST FOR C®UNCfL/ .~f`,
AGENCY ACTION ~`"'
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MEETING D/~TE:
FEBRUARY 17, 2009
TITLE:
JOINT PUBLIC HEARING - DISPOSITION AND
DEVELOPMENT AGREEMENT WITH THE
CHARLES BOWERS MUSEUM CORPORATION
FOR 1902-1914 NORTH MAIN STREET
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~ CITY MANAGER EXECU E DIRECTOR
RECOMMENDED ACTION
CITY COUNCIL ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1st Reading
^ Ordinance on 2nd Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Adopt a resolution making certain findings with respect to the
consideration to be received by the Community Redevelopment Agency
pursuant to a Disposition and Development Agreement between the
Community Redevelopment Agency and The Charles Bowers Museum
Corporation, a California non-profit public benefit corporation, for the
sale of certain real property in the Merged Redevelopment Project Areas
and approving the sale of said real property upon the terms and
conditions contained in that agreement.
COMMUNITY REDEVELOPMENT AGENCY ACTION
Adopt a resolution approving a Disposition and Development Agreement
between the Community Redevelopment Agency and The Charles Bowers Museum
Corporation, a California non-profit public benefit corporation
(Museum).
COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION
At its Regular Meeting of February 3, 2009, by a vote of 4:0 (Villasenor
absent), the Community Redevelopment and Housing Commission recommended
that:
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Joint P.H.- DDA with The Charles
Bowers Museum Corporation for
1902-1914 North Main Street
February 17, 2009
Page 2
1) the City Council adopt a resolution making certain findings with respect
to the consideration to be received by the Community Redevelopment Agency
pursuant to a Disposition and Development Agreement between the Community
Redevelopment Agency and The Charles Bowers Museum Corporation, a California
non-profit public benefit corporation, for the sale of certain real property
in the Merged Redevelopment Project Areas and approving the sale of said
real property upon the terms and conditions contained in that Agreement, and
2) the Community Redevelopment Agency adopt a resolution approving a
Disposition and Development Agreement with The Charles Bowers Museum
Corporation, a California non-profit public benefit corporation (Museum).
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In September 2005, the City Council and Redevelopment Agency approved and
authorized several actions to facilitate the 30,000 square foot expansion of
the Bowers Museum. As part of the transaction, the City effectuated a land
exchange with Steadfast Companies, a residential developer who owned the
property immediately north of the Museum. Under the exchange, Steadfast was
to develop a luxury condominium project on the City's existing 20th Street
parking lot, and the Museum was to expand its operation on the northerly
Steadfast parcel.
The Museum has completed its $14 million expansion; however, the Steadfast
development has been on hold due to market conditions. Steadfast recently
expressed a willingness to sell the lot to the Agency as they are not
interested in pursuing development of the site. Steadfast has agreed to
sell their parcel to the Agency for $1,300,000, which is considerably below
market value. In turn, the Agency proposes to enter into a Disposition and
Development Agreement (DDA) with the Museum for parking on an interim basis
and future museum expansion. The DDA provides that the Agency will convey
the property to Bowers for $1. At such time as Bowers determines the scope
of its future expansion, the appropriate zoning actions will be taken. In
the meantime, the existing parking lot will remain and be maintained by
Bowers. The DDA contains a deed restriction for the term of the project
area (2026) to allow only a public and/or museum use on the property. In
return for the property, the Bowers Corporation will be reimbursing the
City's general fund for prior year operating expenses in the amount of $1.3
million. These funds will be paid after close of escrow on the parking lot
parcel. The City Council will need to take a subsequent action to
appropriate the funds once received.
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Joint P.H.- DDA with The Charles
Bowers Museum Corporation for
1902-1914 North Main Street
February 17, 2009
Page 3
CEQA COMPLIANCE
In accordance with the California Environmental Quality Act, the
proposed project is exempt from further review. General Rule Exemption
Environmental Review No. 2009-04 will be filed for this project.
FISCAL IMPACT
Funds from the sale of the property in the amount of $1 will be credited
to the Merged Project Area Sale of Land revenue account (no. 570-01-
5721) .
APPROVED AS TO FUNDS AND ACCOUNTS:
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Vicki Uehli Francisco Gutierrez
Project Manager Executive Director
Community Development Agency Finance and Management Services Agency
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H:\ACTION ITEMS\COUNCIL\2009\021709 JT PH CC-CRA DDA BOWERS(1).doc
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RESOLUTION NO. CRA 2009-
A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF
SANTA ANA APPROVING A DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE
AGENCY AND THE CHARLES BOWERS MUSEUM
CORPORATION, A CALIFORNIA NON-PROFIT
PUBLIC BENEFIT CORPORATION
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA, AS FOLLOWS:
Section 1: The Board of Directors of the Community Redevelopment Agency of
the City of Santa Ana hereby finds, determines and declares as follows:
A. The Community Redevelopment Agency of the City of Santa Ana
(hereinafter referred to as the "Agency") is engaged in activities necessary
to execute and implement the Redevelopment Plan for the Merged Project
Area, in the sub-area formerly known as the Central City Project Area.
("the Redevelopment Plan").
B. In order to implement the Redevelopment Plan, the Agency has
agreed, subject to the approval of the City Council, to sell certain real
property in the Project Area, pursuant to the terms and provisions of a
Disposition and Development Agreement (hereinafter referred to as the
"Agreement") between the Agency and The Charles Bowers Museum
Corporation, a California non-profit public benefit corporation, which is
attached to the Request for Council/Agency Action submitted in conjunction
with this Resolution, in which said Site, commonly known as 1902-1914
North Main Street, 110-116 West 20th Street, and 111 West 19th Street,
Santa Ana, California and consisting of approximately 1.1 acres, is further
described. This Request for Council/Agency Action and its attachments are
incorporated herein by this reference as though fully set forth.
C. The Agreement contains all of the provisions, terms, conditions and
obligations required by the state and local laws.
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D. The Charles Bowers Museum Corporation, a California non-profit
public benefit corporation, possess the qualifications and financial
resources necessary to acquire and insure development of the Site, in
accordance with the purpose and objectives of the Redevelopment Plan.
E. In accordance with the California Environmental Quality Act, the
City of Santa Ana has deemed that the recommended action is exempt
from further review and determined that an exemption for Environmental
Review No. 2009-04 will be filed for this project. Asa "responsible
agency," the Agency agrees that this environmental document appropriately
analyzes the project and complies with the California Environmental Quality
Act, and that it will implement or see to the implementation of any mitigation
measures specified as its responsibility under the mitigation monitoring
plan.
F. Pursuant to the provisions of the California Redevelopment Law, the
Agency and the City Council have held a duly noticed joint public hearing on
the proposed sale of the Site pursuant to the Agreement. The Agency
Board has considered all evidence submitted, both oral and written, as has
been fully advised prior to adoption of this Resolution.
Section 2. The Disposition and Development Agreement is hereby approved,
and the Executive Director of the Agency is hereby authorized to execute the Agreement,
with such non-substantive changes as may be approved as to form by Agency's General
Counsel.
Section 3. The Executive Director of the Agency is hereby authorized to take all
steps,' and to sign all documents and instruments necessary to implement and carry out
the Agreement on behalf of the Agency.
ADOPTED this day of , 2009.
Miguel A. Pulido
Chair
APPROVED AS TO FORM:
Joseph W. Fletcher, General Counsel
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By:
Benjamin Kaufman
Assistant General Counsel
AYES: Boardmembers:
NOES: Boardmembers:
ABSTAIN: Boardmembers:
NOT PRESENT: Boardmembers:
CERTIFICATION OF ATTESTATION AND ORIGINALITY
I, PATRICIA E. HEALY, Secretary of the Agency, do hereby attest to and certify the
attached Resolution No. to be the original resolution adopted by the
Community Redevelopment Agency of the City of Santa Ana on
Date:
Secretary
City of Santa Ana
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DISPOSITION AND DEVELOPMENT AGREEMENT
This Agreement is entered into on this 17th day of February, 2009, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA ("Agency")
and THE CHARLES BOWERS MUSEUM CORPORATION, a California non-profit public
benefit corporation ("Developer"). The Agency and the Developer agree as follows:
ARTICLE 1 - SUBJECT OF AGREEMENT
Section l O1. Purpose of the Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan specified in Section
102 by providing for the rehabilitation and redevelopment of a portion of the Project Area. The
rehabilitation and redevelopment by the Developer pursuant to this Agreement, and the fulfillment
generally of the Agreement, are in the vital and best interest of the City of Santa Ana (the "City")
and the health, safety, morals, and welfare of its residents, and in accord with the public purposes
and provisions of applicable laws and requirements.
Section 102. The Redevelopment Plan
The Redevelopment Plan for the Redevelopment Project was approved and adopted by the
City Council of the City of Santa Ana by Ordinance No. NS-1 173 on July 2, 1973 and amended by
Ordinance No. NS-1258 on June 2, 1975, and thereafter amended including the amendment by the
City Council Ordinance No. NS-2663 on or about September 20, 2004, and is hereinafter referred to
as the "Redevelopment Plan." This Agreement is subject to the provisions of the Redevelopment
Plan which are incorporated herein by this reference and made a part hereof as though fully set forth
herein. Any amendment to the Redevelopment Plan which changes the restrictions or controls that
apply to the parcels to be developed by the Developer as defined hereafter or which otherwise affect
the development and operation of the Developer, shall require the written consent of the Developer.
Any other amendments of the Redevelopment Plan applying to other property in the Project Area
shall not require the consent of the Developer, or its successors or assignees.
Section 103. The Project Area
The "Project Area" is located in the City of Santa Ana, California, and is more specifically
described in the Redevelopment Plan.
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Section 104. The Property
The "Property" is that portion of the Project Area which is shown on "Attachment No. I",
attached hereto and incorporated herein by this reference, is more fully described in "Legal
Description" of the Property, which is incorporated herein by this reference and attached hereto as
"Attachment No. 2".
Section 105. The A ency
The Agency is a public body, corporate and politic, exercising governmental functions and
powers, organized and existing under Chapter 2 of the Community Redevelopment Law of the State
of California (Health and Safety Code §33000 et sue.).
The principal office of the Agency is located at City Hall, 20 Civic Center Plaza, Santa Ana,
California, 92701.
"Agency", as used in this Agreement, includes the Community Redevelopment Agency of
the City of Santa Ana, and any assignee of; or successor to, its rights, powers and responsibilities.
Section 106. The Developer
The Developer is The Charles Bowers Museum Corporation, a California non-profit public
benefit corporation. The address of Developer, for the purposes of this Agreement, is
2002 North Main Street, Santa Ana, California, 92706.
ARTICLE lI -DISPOSITION OF THE PROPERTY
Section 201. Sale and Purchase
In accordance with, and subject to, all of the terms, covenants and conditions of this
Agreement, Agency agrees to sell the Property to Developer, and Developer agrees to purchase the
Property from Agency for the total sum of $ ] .00, hereinafter referred to as the "Purchase Price".
The said Purchase Price shall be paid at the time of close of the escrow specified in Section
202 of this Agreement.
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Section 202. Escrow
A. The Agency agrees to open an escrow for the sale of the Property to the Developer with
First American Title Insurance Company or some other escrow company mutually agreed
upon by the parties (the "Escrow Agent"), within the times set forth in the Schedule of
Performance attached hereto as Attachment No. 3 and incorporated herein, as may be
amended by mutual agreement of the Developer and the Agency's Executive Director. This
Agreement and Escrow Agent's Standard Form Escrow Instructions constitute the joint
escrow instructions of the Agency and the Developer and a duplicate original of this
Agreement shall be delivered to the Escrow Agent upon the opening of the escrow.
B. The Agency's Executive Director and the Developer shall provide such additional escrow
instructions as shall be necessary and consistent with this Agreement. The Escrow Agent
hereby is empowered to act under this Agreement, and upon indicating its acceptance of this
section in writing, delivered to the Agency and within five (5) days after delivery of this
Agreement, shall carry out its duties as Escrow Agent hereunder.
C. After delivery to the Escrow Agent by the Agency of the Deed. as defined in Section 406 of
this Agreement, and upon close of escrow, the Escrow Agent shall record the said Deed in
accordance with these escrow instructions, provided that the title to such Property can be
vested in the Developer in accordance with the terms and provisions of this Agreement. The
Escrow Agent shall buy, affix, and cancel any transfer stamps required by law and pay any
transfer tax required by law. Any insurance policies relating to such property shall not be
transferred to Developer by Agency.
D. The Agency and the Developer shall deliver to the Escrow Agent all documents necessary
for the conveyance of title to the Property in conformity with, within the times, and in the
manner provided in this Agreement.
E. The Developer shall pay in escrow to the Escrow Agent the following fees, charges and
costs promptly after the Escrow Agent has notified the Developer of the amount of such
fees, charges and costs but not earlier than ten (10) days prior to the scheduled date for close
of escrow:
The escrow fee;
2. The premium for any title insurance policy as set forth in Section 206 of this
Agreement;
4. Cost of drawing the deeds;
5. Recording fees;
6. Notary fees.
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7. The Purchase Price.
8. All other fees, charges and costs promptly after the Escrow Agent has notified the
Developer of the amount of such fees, charges and costs, but not earlier than ten (10)
days prior to the scheduled date for a conveyance
F. The Agency shall pay in escrow to the Escrow Agent the following fees:
Costs necessary to place title in the condition required by the provisions of this
Agreement;
2. Ad valorem taxes, if any, upon the property conveyed for any time prior to
conveyance of title;
3. Any federal, state, county or city documentary stamps and transfer taxes.
G. Developer and Agency agree that the Escrow Agent is authorized to:
Pay, and charge the Agency and Developer for any fees, charges and costs payable
by Agency and Developer respectively under this Section. Before such payments
are made, the escrow agency shall notify the Agency and the Developer of the fees,
charges and costs necessary to clear title and close the escrow.
2. Disburse funds and deliver the deed and other documents to the parties entitled
thereto when the conditions of the escrow have been fulfilled by the Agency and the
Developer. Such funds shall not be disbursed and delivered by the Escrow Agent
unless and until it has recorded the deed pertaining thereto, and has delivered to the
Developer a title insurance policy conforming to the requirements of this
Agreement.
3. Record any instruments delivered through the escrow if necessary or proper to vest
title in the Developer in accordance with the terms and provisions of this Agreement.
H. All funds received in said escrow shall be deposited by the Escrow Agent in a general
escrow account with any state or national bank doing business in the State of California.
Such funds may be transferred to any other such general escrow account or accounts.
If this Agreement is terminated and if escrow is not in a condition to permit a conveyance on
or before the time therefor established in this Agreement, either party who then shall have
fully performed the acts to be performed before the conveyance of title may, in writing,
demand the return of its money, papers, or documents from the Escrow Agent. No demand
for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed
copies of such demand to the other party or parties at the address of its principal place of
business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the
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other party within the ten (10) day period, in which event the Escrow Agent is authorized to
hold all money, papers, and documents with respect to the conveyance until otherwise
instructed by a mutual agreement of the parties or by a court of competent jurisdiction. ]f no
such demands are made, the escrow shall be closed as soon as possible.
J. Any amendment to escrow instructions shall be in writing and signed by both the Agency's
Executive Director and the Developer. At the time of any such amendment, the Escrow
Agent shall agree to carry out its duties as Escrow Agent under such amendment.
K. All communications from the Escrow Agent to the Agency or the Developer shall be
directed to the addresses and in the manner established in Section 607 of this Agreement for
notices, demands and communications between the Agency and the Developer.
L. The liability to the Escrow Agent under this Agreement is limited to performance of the
obligations imposed upon it under this section.
Section 203. Conveyance of Title
A. Subject to any extensions of time authorized by this Agreement, the Agency shall perform
all acts required by this Agreement to be performed by the Agency as preconditions to the
conveyance of title to the Property to Developer, and shall tender title to the Property to
Developer by the Deed, as defined in Section 406, on or before the date set for such
conveyance of title in the Schedule of Performance.
B. Subject to extensions of time authorized by this Agreement, Developer shall perform all acts
required by this Agreement to be performed by Developer as preconditions to the
conveyance of title to the Property to Developer, and shall accept title to the Property, on or
before the date set for such conveyance of title in the Schedule of Performance.
Section 204. Additional Requirements for Conveyance of Title
A. Developer shall provide Agency with evidence of liability insurance in accordance with
Section 310 of this Agreement.
B. Developer shall deliver to Agency an unconditional acceptance of the conditions of the soils
of the site satisfying the terms of Section 209 of this Agreement, and an acceptance of site
conditions as required by Section 208 of this Agreement.
Section 205. Condition of Zoning/Condition of Title
A. The Developer accepts and acknowledges that the zoning established by the City of Santa
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Ana for the Property does not currently permit the uses thereon contemplated by this Agreement
and the Redevelopment Plan. The .Agency warrants that it has applied to cancel and rescind the
Development Agreement between Steadfast Courtyards, LLC and the City of Santa Ana dated on or
about October 3, 2005.
B. The Agency shall convey to the Developer title to the Property, free and clear of all recorded
liens, encumbrances, covenants, conditions, restrictions, easements. leases and taxes, except:
1. Easements held by a public entity or a privately owned public utility company;
2. Subsurface drilling rights pertaining to exploration for or production of oil, gas,
hydrocarbon substances or minerals which do not affect development of the
Property;
3. The Redevelopment Plan;
4. The covenants, conditions and restrictions set forth in this Agreement and the Deed,
as defined in Section 406.
5. The aforementioned Development Agreement between Steadfast Courtyards, LLC
and the City of Santa Ana dated on or about October 3. 2005.
Section 206. Title Insurance
Concurrent with recordation of the Deed, as defined in Section 406 ,First American Title
Insurance Company, 2 American Way, Santa Ana California, 92707, or some other title insurance
company mutually agreed upon by the parties (the "Title Company") shall provide and deliver to the
Developer a CLTA standard title insurance policy as may be required by Developer issued by the
Title Company insuring that title is vested in the Developer, or its designee in the condition required
by this Agreement. Such title insurance policy shall be in the amount of the Purchase Price, and the
premium therefor shall be paid by the Developer.
Concurrently, with the recording of such deed, the Title Company shall, if requested by the
Developer, provide an endorsement, solely at Developer's cost to insure the amount of the
Developer's estimated development and construction costs of the improvements to be constructed
upon the property.
Section 207. Possession of the Property
A. Possession of the Property shall be deemed delivered by the Agency to Developer at the
time title to the Property is conveyed by the Agency to Developer. Except as otherwise
provided in subsection B of this section, the Agency shall deliver the Property to Developer
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free of any possession or right of possession except that of Developer unless waived by
Developer in writing.
B. To the extent that any wall or fence serving to separate the Property from abutting property
encroaches onto the Property, the Agency is not responsible for terminating any possession
or right of possession existing by reason of such encroachment.
Section 208. Site Clearance
A. Except as otherwise provided in subsections B and C of this section, the Agency shall,
convey title to the Property to Developer, without removal of any improvements located on
the Property, including any foundations, basements, concrete, masonry, asphaltic flat work
and walls, and any utility lines, installations, facilities, and related equipment which are not
maintained on the Property pursuant to valid and enforceable easements. Developer shall be
responsible for any and all utility relocation expenses, the costs of which Developer agrees
to pay at the time such expenses, if any, are incurred.
B. The Agency shall not be responsible for the demolition or removal of anv subsurface
structure or remnant thereof (including, but not limited to, any underground storage tank)
the existence of which was not known to the Agency at the time of its approval of this
Agreement and could not have been definitely determined by the Agency prior to such time
through reasonable inquiry.
C. The Agency shall not be responsible for the demolition and removal of encroachments
installed, maintained, occupied or used by the owner or occupant of any property abutting
the Property.
Section 209. Soils Conditions and Hazardous Substance
A. It shall be the sole responsibility of Developer, at Developer's sole cost and expense, to
investigate and determine the soil conditions of the Property and the suitability of such
Property for the development proposed to be constructed by Developer. If the soil or other
physical conditions of the Property, or any portion thereof, are not in all respects entirely
suitable for the use or uses to which the Property will be put, then Developer agrees that it is
the sole responsibility and obligation, including financial, of Developer to take such action
as may be necessary to place the Property and the soil conditions of the Property in all
respects in a condition entirely suitable for such development.
B. Hazardous substances.. as used in this Agreement, shall mean any substance, material, or
waste which is or becomes regulated by any local governmental authority, the State of
California, or the United States Government, including, but not limited to, any material or
substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or
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"restricted hazardous waste" under Section 251 15, 251 17 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5
(Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316
of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material", "hazardous substance", or "hazardous waste" under Section 25501 of the
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release
Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section
25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated
biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous"
pursuant to Article 1 1 of Title 22 of the California Code of Regulations, Division 4, Chapter
20, (ix) designated as a "hazardous substances" pursuant to Section 31 1 of the Clean Water
Act, (33 U.S.C. § 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 42 U.S.C. Section 690] et sec. (42 U.S.C. §
6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42.
U.S.C. Section 9601 et secy. (42 U.S.C. § 9601).
C. Developer agrees to perform and be solely responsible for the cleanup of any hazardous
substances on, in, under or within the site, and to comply with all related provisions of the
Scope of Development, at the sole cost, risk and expense of Developer.
D. Agency has agreed to make available to Developer all its files and records regarding the
Property, which shall include a Phase 1 and Phase lI environmental audit performed on
behalf of the prior owner, Steadfast Courtyards L.P, should Agency receive said audits.
Based solely upon information contained in those records, Agency represents that it is not
aware of the existence of any Hazardous Substances on the Property.
E. After delivery of title or possession of the Property, the Developer shall defend, indemnify
and hold harmless the Agency, the City and their officers, agents, employees, contractors
and consultants from any claims, liability, injury, damages, costs and expenses (including,
without limiting the generality of the foregoing, the cost of any required cleanup of
hazardous substances, and the cost of attorneys' fees) which may be sustained as the result of
the presence or cleanup of hazardous substances on, in, or under the site. Agency agrees to
reasonably cooperate with Developer in any such action.
F. Upon the development of the long-term use of the Property, Developer shall (at its own cost
and expense) remove and/or otherwise remedy as provided by law and implementing rules
and regulations, and sufficiently to adequate project the public health and safety (including
the health and safety of occupants of the site and adjacent properties), any hazardous
substances and soil and water contamination on, in, under and/or within the site. Such work
shall include, without limitation, the following:
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Remove (and dispose of) and/or treat any contaminated soil and/or water on the site
(and adjacent public rights-of--way which the Developer is required to improve) as
necessary to comply with applicable governmental standards and requirements.
2. Design and construct the improvements on the site in a manner which will assure
protection of occupants and the improvements from any contamination, whether in
vapor or other form, and/or from the direct and indirect effects thereof.
3. Prepare a site safety plan and submit it to the appropriate governmental and other
authorities for approval in connection with obtaining a building permit for the
construction of improvements on the site. Such site safety plan shall assure workers
and other visitors to the site of protection fror~n any health and safety hazards during
development and construction of the improvements. Such site safety plan shall
include monitoring and appropriate protective action against vapors and/or the effect
thereof.
4. Obtain from the County of Orange and/or California Regional Water Quality Control
Board and/or any other authorities required by law any permits or other approvals
required in connection with the removal and/or remedy of soil and/or water
contamination, in connection with the development and construction on the site.
5. Cooperate with the applicable governmental authorities and/or property owners and
occupants as necessary or appropriate to cure any soil and/or water contamination
condition on adjacent and nearby properties in the project area.
The Developer agrees that the Agency, and its consultants and agents, shall have the right
(but not the obligation) to enter upon the site at any time to monitor the construction on the site, to
test the soil and/or water on the site, and to take such other actions as may be reasonably necessary
to assure compliance with this section of the Agreement. Nothing herein (including without
limitation the Agency's right to inspect) shall be construed to make the Agency, the City or their
respective officers, employees. contractors and agents liable for the responsibilities under this
Section.
Section 210. Preliminary Work by Developer
Prior to the conveyance of title, the Developer or his representatives, upon written request of
Developer, shall have the right of access to any part of the Property which is in the possession of the
Agency at all reasonable times for the purposes of obtaining data and making surveys and tests
necessary to carry out this Agreement. The Developer hereby indemnifies and holds the Agency
and the City harmless for any injury or damages arising out of any activity of Developer, its agent,
employees and contractors, performed and conducted on this Property pursuant to this Section.
Developer shall obtain the same insurance coverage as required by Section 310 prior to exercise of
any right of access as permitted by this Section. Developer shall have access to all information
concerning the condition of the Property of which the Agency has knowledge and access.
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Section 21 1. "As ]s" Condition
DEVELOPER ACKNOVI~LEDGES AND AGREES THAT EXCEPT FOR THE EXPRESS
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AGENCY SET FORTH IN
THIS AGREEMENT, AGENCY HAS NOT MADE, DOES NOT MAKE, AND
SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR
CONDITION OF THE PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH DEVELOPER MAY CONDUCT THEREON; (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, ANY STATE OR
FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION; (E) THE HABITABII.(TY,
MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR A PARTICULAR
PURPOSE; OR (F) ANl' OTHER MATTER WITH RESPECT TO THE PROPERTY.
NOTWITHSTANDING ,ANYTHING HEREIN TO THE CONTRARY, AGENCY IS
CONVEYING THE PROPERTY TO DEVELOPER "AS 1S. WHERE 1S", AND WITH ALL
FAULTS AND SPECIFICALLY AND EXPRESSLY WITHOt1T ANY WARRANTIES.
REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED. OF ANY
KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF THE SELLER,
EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
SET FORTH IN THIS AGREEMENT.
Developer's Initials
ARTICLE II[ - DEVELOPMENT OF THE PROPERTY
Section 30l . Scope of Development
A. Developer agrees the Property shall be developed in accordance with and within the
limitations specified in Scope of Development, Attachment No. 4, attached hereto and incorporated
herein by this reference, and plans approved by Agency pursuant to Sections 304 through 307
hereinbelow.
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B. The Developer agrees, acknowledges and warrants that the Property shall only be
used by Developer for the expansion of the Bowers Museum, being a place devoted to the
acquisition, conservation, study, exhibition, and educational interpretation of objects having
scientific, historical, or artistic value, together with such ancillary uses as are normally associated
with a museum (sometimes referred to herein as the "long-term use"). In the interim, as the sole
interim use, the Property shall only be used for public (and museum) parking.
Section 302. Interim Improvements
Developer agrees, at its own cost and expense, including cost of design plans and
specifications, to install or construct or cause to be installed or constructed, new surfacing and as
necessary, lighting and landscaping, such that the Property may continue in its interim use as a
parking lot.
Section 303. Responsibilities of the A encx
The Agency shall review all submittals as set forth in the Schedule of Performance
(Attachment No. 3) and elsewhere in this Agreement for the Agency to review. Agency agrees to
reasonably assist Developer in obtaining approvals of other governmental agencies (except for the
City of Santa Ana). In no event shall Agency offer of assistance be deemed to be a guarantee or
warrantee that such approvals will be obtained.
Section 304. Concept Plans
All work to be performed on the Property, except for work on the interim use as a parking
lot as set forth in Section 302, shall be in accordance with the Concept Plans as set provided for in
Schedule of Performance, Attachment No. 3 hereto and incorporated herein, except for such
changes which may be mutually agreed upon in writing between the Developer and the Agency.
Any such changes may be approved by Agency's Executive Director provided they are within the
limitations established in the Scope of Development.
Section 305. Landscapin Plans
As part of development of the long-term use, landscaping plans shall be prepared by a
licensed landscape architect. The Developer shall prepare and submit to the Agency for its
approval, preliminary and final landscaping plans at the times established in the Schedule of
Performance.
Section 306. Reserved
3-17
Section 307. Agency Approval of Plans Drawings and Related Documents
The Agency shall have the right of reasonable review (including, but not limited to,
architectural review) of all plans, drawings and related documents for the development, including
any proposed changes therein. The Agency shall approve or disapprove such plans, drawings, and
related documents referred to in this Agreement (and any proposed changes therein) within the
times established in the Schedule of Performance. Such approval shall not be unreasonably
withheld. Any disapproval shall state in writing the reasons for disapproval. The Developer, upon
receipt of a disapproval, shall revise such portions of the plans, drawings or related documents in a
manner that satisfies the reasons for disapproval and shall resubmit such revised portions to the
Agency as soon as possible after receipt of the notice of disapproval. Plans, drawings, and related
documents receiving Agency approval shall not be subsequently disapproved.
Section 308. Cost of Construction
The cost of developing the Property and of constructing all improvements thereon shall be
borne by the Developer, except as otherwise expressly provided in this Agreement.
Section 309. Construction of the Long-Term Use
A. Developer agrees, at its own cost and expense, including cost of design plans and
specifications, to install or construct or cause to be installed or constructed sidewalks, curbs, gutters,
culverts, pavement, street lights and any other off-site improvements as may be required for
development of the Property by the City of Santa Ana as part of the long-term use, all in accordance
with technical specifications, standards and practices of the City of Santa Ana.
B. Developer shall contract with a general contractor, licensed as such by the State of
California, for all such construction work.
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Section 310. Indemnification During Construction- Bodily Injury and Property Damage Insurance
A. From and after close of escrow as to the Property or any portion thereof, Developer agrees
to and shall indemnify and hold Agency, City and their officers, agents and employees harmless
from and against all damages to property or injuries to or death of any person or persons, including
employees or agents of Agency or City, and shall defend, indemnify and save Agency, City, and
their officers, agents, and employees, from any and all claims, demands, suits, actions, or
proceedings of any kind or nature, including, but not by way of limitation, workers' compensation
claims of or by anyone whomsoever, in any way resulting from the negligent or wrongful acts or
omissions of Developer, its employees, agents or subcontractors.
B. Prior to the conveyance of the Property by Agency, Developer shall obtain at its sole cost
and file with the Executive Director of Agency, and maintain for the period covered by this
Agreement, a policy or policies of liability insurance or a certificate of such insurance, consistent
with this Agreement, naming Agency and the City of Santa Ana, their officers, agents, and
employees, as insured or additional insured, which provides coverage not less than that provided in
the form of a comprehensive general liability insurance policy against liability for any and all claims
and suits for damages or injuries to persons or property resulting from or arising out of operations of
Developer, its officers, agents, or employees. Said policy or policies of insurance shall provide
coverage for both bodily injury and property damage in not less than One Million Dollars
01,000,000) combined single limit, or its equivalent. Said policy or policies shall also contain a
provision that no termination, cancellation, or change of coverage of insured shall be effective until
after thirty (30) days notice thereof has been given in writing to Agency. Developer shall give to
Agency prompt and timely notice of claim made or suit instituted arising out of Developer
operations hereunder. Developer may procure and maintain, at its own cost and expense, any
additional kinds and amounts of insurance which in its own judgment may be necessary for its
proper protection in the prosecution of the work. All insurance policies shall be written by
responsible and solvent insurance companies.
Section 31 1. City of Santa Ana Discretionary and Non-Discretionar~pprovals
A. Developer shall be responsible for the costs of environmental documents and all other
municipal requirements which shall be such as to permit development of the Property and the
construction, use, operation, and maintenance of the improvements to be constructed thereon in
accordance with the provisions of this Agreement. These may include amendment to the zoning,
conditional use permit, variances, building permits.
B. The Developer shall be responsible for obtaining any approvals required by any agency,
department or bureau, other than the City of Santa Ana, having jurisdiction over the development or
the Developer.
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Section 312. Reserved
Section 313. Antidiscrimination During Construction
The Developer for itself and its successors and assignees agrees that in the construction of
the improvements on the Property provided for in this Agreement, the Developer will not
discriminate against any employee or any applicant for employment because of sex, marital status,
race, color, religion, creed, national origin or ancestry.
Section 314. Compliance with Governmental Requirements
Developer shall carry out the design, construction, and operation of the Project in substantial
conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and
decrees of the United States, the State of California, the County of Orange, the City, or any other
political subdivision in which the Property is located, and of any other political subdivision, agency,
or instrumentality exercising jurisdiction over the City, the Developer or the Property, including all
applicable federal, state, and local occupation, safety and health laws, rules, regulations and
standards, applicable state and labor standards, applicable prevailing wage requirements, the City
zoning and development standards. City permits and approvals, building, plumbing, mechanical and
electrical codes. as they apply to the Property and the Project, and all other provisions of the City
and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled
and handicapped access requirements, including, without the limitation, the Americans With
Disability Act, 42 U.S.C. § 1210] et seg., Government Code ~ 4450 et seg., and the Unruh Civil
Rights Act, Civi] Code § 51 et seq. ("Governmental Requirements").
Section 315. Right of Holders of Security Interests
A. The holder of any mortgage, deed of trust, or other security interest authorized by this
Agreement shall in no way be obligated by the provisions of this Agreement to construct or
complete the improvements or to guarantee such construction or completion; nor shall any
covenant or any other provision in a deed for any portion of the Property be constructed so
to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit, or
authorize any such holder to devote the Property to any uses, or to construct any
improvements thereon, other than those uses or improvements provided for or authorized by
this Agreement.
B. Whenever the Agency shall deliver any notice or demand to the Developer with respect to
any breach or default by the Developer in completion of construction of the improvements,
the Agency shall at the same tune deliver to each holder of record of any mortgage, deed of
trust or other security interest authorized by this Agreement a copy of such notice or
demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the
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right at its option within one hundred twenty (120) days after the receipt of the notice to cure
or remedy any such default and to add the cost thereof to the security interest debt and the
lien on its security interest, provided such holder complies with the following requirements:
If such default shall be a default which can only be remedied or cured by such holder
upon obtaining possession, such holder shall seek to obtain possession with diligence
and continuity through a receiver or otherwise, and shall remedy or cure such default
within one hundred twenty (120) days after obtaining possession; provided that in the
case of a default which cannot with diligence be remedied or cured, or the remedy or
cure of which cannot be commenced, within such one hundred twenty (120) day
period, such holder shall have such additional time as is reasonably necessary to
remedy or cure such default of the Developer.
2. Nothing contained in this Agreement shall be deemed to permit or authorize such
holder to undertake or continue the construction or completion of the improvements
(beyond that necessary to conserve or protect the improvements or construction
already made) without first having expressly assumed the obligations to the Agency
by written agreement satisfactory to the Agency. The holder in that event must agree
to complete, or cause to be completed, in the manner provided in this Agreement, the
improvements to which the lien or title of such holder relates, and submit evidence
satisfactory to the Agency that it has the qualifications and financial responsibility
necessary to perform such obligations. Any such holder properly completing such
improvements shall be entitled, upon written request made to the Agency, to a
Certificate of Completion from the Agency.
C. In any case where. six (6) months after the holder of any mortgage, deed of trust. or other
security interest creating a lien or encumbrance upon the Property or any portion thereof has
obtained possession of the Property pursuant to a default by the Developer in the completion
of construction of improvements under this Agreement and, has not exercised the option to
construct, or has exercised the option but has not proceeded diligently with construction, the
Agency may, upon giving the holder thirty (30) days prior written notice, purchase the
mortgage, deed of trust or other security interest by payment to the holder of the amount of
the unpaid debt, plus any accrued and unpaid interest at the end of such thirty (30) day
period. If the ownership of the Property has vested in the holder, the Agency, if it so
desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the
holder of an amount equal to the sum of the following:
The unpaid mortgage, deed of trust; or other security interest debt at the time title
became vested in the holder (less all appropriate credits, including those resulting
from collection and application of rentals and other income received during
foreclosure proceedings);
2. All expenses with respect to foreclosure;
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3. The net expenses, if any (exclusive of general overhead), incurred by the holder as a
direct result of the subsequent ownership or management of the Property, such as
insurance premiums and real estate taxes;
4. The costs of any improvements made by such holder; and
5. An amount equivalent to the interest that would have accrued on the aggregate on
such amounts had all such amounts become part of the mortgage or deed of trust debt
and such debt had continued in existence to the date of payment by the Agency.
D. The Agency's Executive Director may, on behalf of the Agency, modify the provisions of
this section to meet the requirements of any construction or permanent lender financing the
construction of improvements on the Property.
Section 316. Right of Agency to Cure and Satisfy Financing Defaults and Liens
A. In the event of a default or breach by the Developer of a mortgage, deed of trust, other
security instrument, or a leaseback, or of obligations to the grantee under any other
conveyance for financing purposes with respect to the Property (or any portion thereof) prior
to the issuance of the Certificate of Completion, the Agency may cure the default prior to
completion of any foreclosure, termination of the lease, or completion of proceedings by
which such other security interest is obtained or granted back. In such event, the Agency
shall be entitled to reimbursement from the Developer of all costs and expenses reasonably
incurred by the Agency in curing the default. The Agency shall also be entitled to a lien
upon the Property (or any portion thereof) to the extent of such costs and disbursements.
Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security
instruments and the interest of lessors under any leaseback and grantees under other
conveyances for financing executed for the sole purpose of obtaining funds to purchase and
develop the Property as authorized herein.
B. After the conveyance of title to the Property to Developer, and prior to the issuance of the
Certificate of Completion, and after the Developer has had a reasonable time to challenge,
cure, bond, or otherwise satisfy any unauthorized liens or encumbrances on the Property, the
Agency shall have the right to satisfy any such liens or encumbrances; provided, however,
that nothing in this Agreement shall require the Developer to pay or make provisions for the
payment of any tax, assessment, lien, or charge so long as the Developer in good faith shall
contest the validity or amount thereof, and so long as such delay in payment shall not
subject the Property (or any portion thereof) to forfeiture or sale.
C. The amount of any and all expenses incurred by the Agency in the exercise of its rights
under this section shall be added on to the Purchase Price. The Developer shall be liable to
the Agency for the amount of such expenses.
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Section 317. Certificate of Completion
A. Promptly after the completion of all construction required by this Agreement to be
completed by Developer (including landscaping and off-site improvements) Agency's
Executive Director shall furnish Developer with a Certificate of Completion therefor upon
written request by Developer. Agency's Executive Director shall not unreasonably withhold
or delay such Certificate. Such Certificate shall affirm that satisfactory completion of the
construction required by this Agreement has been conclusively determined by Agency. If
the Agency's Executive Director refuses or fails to furnish such Certificate of Completion
after written request from Developer, the Agency's Executive Director shall within ten (]0)
days of the written request, provide Developer with a written statement of the reasons why
the Agency refuses or fails to furnish such Certificate of Completion. The statement shall
also contain the Agency's Executive Director's opinion of the action that must be taken to
obtain such Certificate of Completion.
B. If this Agreement has been recorded at the Recorder's Office of Orange County, such
Certificate of Completion shall be in such form as to permit it to be recorded at the
Recorder's Office of Orange County.
C. Such Certificate of Completion shall not constitute evidence of compliance with, or
satisfaction of, any obligation of Developer to any holder of a mortgage, or any insurer of a
mortgage, securing money loaned to finance the improvements, or any part thereof. Such
Certificate of Completion is not a Notice of Completion as referred to in California Civil
Code, Section 3093.
D. Furthermore, such Certificate of Completion is separate and distinct from any Certificate of
Occupancy to be issued by the City pursuant to the Building Code of the City for the
construction required by this Agreement or any part thereof No Certificate of Completion
shall be issued by the Agency's Executive Director for the construction required by this
Agreement until after the issuance by the City of all applicable Certificates of Occupancy
for such construction.
ARTICLE IV -COVENANTS RUNNING WITH THE LAND
Section 401. Use of the Propertx
Developer covenants and agrees for itself, its successors, assignees and every successor in
interest to the Property or any part thereof, that during construction and thereafter, Developer, such
successors, and such assignees shall devote the Property to the uses specified in this Agreement.
This provision shall remain in effect until July 2, 2026, and shall cease and terminate on such date.
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Section 402 Reserved
Section 403. Obligation to Refrain from Discrimination
The Developer covenants and agrees for itself, its subcontractors and every successor in
interest to the Property or any party thereof, that there shall be no discrimination against or
segregation of any person, or group of persons, on account of sex, marital status, race, color,
religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Property, nor shall be Developer itself or any person claiming under or
through it, establish or permit any such practice or practices of discrimination of segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees of the Property.
Section 404. Maintenance of the Site
Solely at the Developer's expense, the Developer shall maintain or cause to be maintained
the Property and all improvements thereon (including but not limited to the landscaping) in good
order, condition and appearance. Developer shall keep the Property reasonably free from any debris
and waste material.
If, at any time, Developer fails to maintain or cause to be maintained the Property as
required by this section, and said condition is not corrected after the expiration of a reasonable
period of time not to exceed thirty (30) days from the date of written notice from the Agency, either
the Agency or the City may perform the necessary landscape or other maintenance and Developer
shall pay all costs incurred for such maintenance.
Section 405. Reserved
Section 406. Effect, Recordation and Duration of Covenants
The covenants established in this Article shall, without regard to technical classification and
designation, be binding on Developer and any successor in interest to its interest in the Property or
any part thereof or any improvements thereon for the benefit and in favor of the Agency, its
successors and assigns, and the City. The covenant against discrimination shall remain in effect in
perpetuity. All other covenants shall remain in effect until July 2, 2026. Developer agrees that the
covenants set forth in this Article shall be included in the deed by which the Property is conveyed
by Agency to Developer, in the form set forth in Attachment No. 5, attached hereto and
incorporated herein (the "Deed").
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ARTICLE V -DEFAULTS, REMEDIES AND TERMINATION
Section 501. Defaults-General
Subject to the extensions of time set forth in Section 610, failure or delay by either party to
perform any term or provision of this Agreement constitutes a default under this Agreement.
If the default is for a cause other than failure of the Developer to perform the conditions
precedent for a conveyance of title, the defaulting party shall be entitled to cure the default in
accordance with this section.
The injured party shall give written notice of default to the party in default, specifying the
default complained of by the injured party. Delay in giving such notice shall not constitute a waiver
of any default nor shall it change the time of default. Except as otherwise provided in Section 509,
the defaulting party must, within thirty (30) days, following service of said notice, commence to
cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy
with reasonable diligence.
Section 502. Institution of Legal Actions
Subject to the provisions of Section 501 hereof, in addition to any other rights or remedies,
either party may institute legal action to cure, correct or remedy any default to recover damages for
any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such
legal actions must be instituted in the Superior Court of the County of Orange, State of California,
or in any other appropriate court in that County.
Section 503. Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this
Agreement. Venue shall be in the County of Orange, State of California.
Section 504. Acceptance of Service of Process
In the event that any legal action is commenced by the Developer against Agency, service of
process on the Agency shall be made in such other manner as may be provided by law.
In the event that any legal action is commenced by the Agency against the Developer,
service of process on the Developer shall be made by personal service upon a general partner of the
Developer or in such manner as may be provided by law. and shall be valid whether made within or
without the State of California.
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Section 505. Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
Section 506. Dama es
In the event that the Developer is liable for damages to the Agency, such liability shall be
limited to the liquidated damages specified in Section 508. In the event that the Agency is liable for
damages to the Developer, such liability shall not exceed costs incurred by the Developer in the
performance of this Agreement and shall not extend to compensation for loss of future income,
profits or assets; provided, however, Developer's only remedy for any breach of this Agreement by
Agency alleged to occur after the conveyance of the Property by Agency to Developer shall be an
action for specific performance of Agency's obligations.
Section 507. Termination by Developer
A. Developer may terminate this Agreement in the event that Agency fails to convey title to the
Property in the manner provided in this Agreement provided Developer is not in default
under this Agreement. In the event, however, that such failure is due to causes beyond
Agency's control, said right of termination shall be Developer's sole and exclusive remedy.
B. Notwithstanding any provisions of Section 508 to the contrary, Developer may also
terminate this Agreement, without penalty, if for any reason whatsoever, Developer fails to
satisfy any of the requirements for conveyance of title set forth in Section 204 A or B within
90 days of the date the Agency approves this Agreement.
Section 508. Termination by A ency Prior to Conveyance
This Agreement may be terminated by Agency in the event that prior to the conveyance of
title to the Property:
A. Developer, or any successor-in-interest assigns or attempts to assign this Agreement or any
rights herein, in violation of this Agreement without written consent of Agency; or
B. There is a substantial change in ownership of Developer contrary to the provisions of
Section 602 hereof; or
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C. Developer does not submit the requisite liability insurance, construction drawings and
related documents as required by this Agreement by the dates provided in this Agreement;
or
D. Developer does not take title to the Property upon tender of conveyance by Agency in
accordance with the provisions of this Agreement; or
E. Developer does not provide funds as required under Sections 201 through 205; or
F. Developer otherv,~ise defaults on its obligations under this Agreement.
ARTICLE VI -GENERAL PROVISIONS
Section 601. Reserved
Section 602. Limitations on Transactions
A. It is stipulated and agreed by the parties hereto that the Agency has entered into this
Agreement for the purpose of obtaining redevelopment of the Property in accordance with
the goals and objectives of the Redevelopment Plan, that the qualifications and plan
submitted by Developer were essential to Agency's selection of Developer for the
development of the Property, and that the Developer is not entitled by this Agreement to
obtain profit through speculation in undeveloped land. The limitations of this section are
imposed to promote the foregoing purposes.
B. Except as otherwise provided in subsections C and D of this section, the Developer shall not
do any of the following transactions or permit them to occur without the written consent of
the Agency, which shall not be unreasonably withheld:
Assign all or any part of this Agreement.
2. Allow any significant change in the membership, management, or control of
Developer, other than resignations and new appointments to Developer's Board of
Directors (exclusive of the death or incapacitation of any person in such position).
3. Make any total or partial sale, transfer, conveyance or assignment of the whole or any
part of the Property.
C. The prohibition contained in subsection B of this section shall not apply to, and the Agency
hereby consents to, the following:
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Associations with other entities for the purpose of performing Developer's obligations
under this Agreement, provided Developer retains operational and managerial control.
2. Easements or temporary permits to facilitate development of the Property.
3. Leases of building space.
4. Deeds of trust or other financing documents executed for the purpose of securing
loans to Developer made to finance the construction and permanent financing of the
acquisition and/or development of the Property.
5. An assignment to a related company has no ownership or shareholders other than
those who are principal shareholders of the corporation which currently constitutes the
Developer. Such an assignment shall be only be effective when approved by the
Agency's Executive Director, who shall approve such conveyance upon delivery by
Developer of docurrrentation reasonably establishing compliance with the restrictions
imposed by the paragraph.
D. The prohibition contained in subsection B of this section shall terminate upon the issuance
by Agency of a Certificate of Completion for the Property as provided in Section 317 of this
Agreement.
Section 603. Right of Entry
From the time the Property is conveyed to Developer until the issuance of a Certificate of
Completion pursuant to Section 317 of this Agreement, the Agency and its representatives shall
have a right of access to the Property to inspect the work being performed by Developer on the
Property and to perform such work as the Agency may be required to perform on the Property by
this Agreement. Such right of entry shall be exercised in a reasonable manner and at reasonable
times so as not to disrupt the activities of Developer and its agents on the Property.
Section 604. Reserved
Section 605. Reserved
Section 606. Notices, Demands, and Communications between the Parties
Formal notices, demands and communications between the Agency and the Developer shall
be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt
requested, to the principal offices of the Agency and the Developer as designated in Sections 106
and 107 hereof. Such written notices, demands and communications may be sent in the same
manner to such other addresses as either party may from time to time designate by mail as provided
in this Section 606.
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Section 607. Conflicts of Interest
No member, official or employee of the Agency shall have any personal interest, direct or
indirect, in this Agreement, nor shall any such member, official or employee participate in any
decision relating to the Agreement which affects his or her personal interests or the interests of any
corporation, partnership or association in which he or she is, directly or indirectly, interested.
Section 608. Warranty Against Pay~rrent of Consideration for Agreement
The Developer warrants that it has not paid or given, and will not pay or give, any third
party any money or other consideration for obtaining this Agreement.
Section 609. Nonliability of A ency Officials and Emplo ees
No member, official or employee of the Agency shall be personally liable to the Developer,
or any successor-in-interest, in the event of any default or breach by the Agency or for any amount
which may become due to Developer or to its successor, or on any obligation under the terms of this
Agreement.
Section 610. Enforced Delay Extension of Time of Performance
The time of performance by either party hereunder shall be extended where delays are due
to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties;
acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority; litigation including, but not limited to, litigation
challenging the validity of this transaction or any element thereof (except condemnation); severe
weather; inability to secure necessary labor, materials or tools; delays of an_y contractor,
subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other
public or governmental agency or entity (other than acts or failure to act of the Agency or the City
shall not excuse performance by the Agency); or any other cause beyond the control, or without the
fault of the party claiming an extension of time to perform; provided that notice by the party
claiming such extension is sent to the other party within thirty (30) days of the commencement of
the cause. Any such extension shall be for the duration of the cause of the delay.
Section 61 1. Inspection of Books and Records
~fhe Agency has the right at all reasonable times to inspect the books and records of the
Developer pertaining to the Property as pertinent to the purposes of this Agreement. The Developer
23
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also has the right at all reasonable times to inspect the books and records of the Agency pertaining
to the Property as pertinent to the purposes of the Agreement.
Section 612. Approvals
Approvals required of the Agency or the Developer shall not be unreasonably withheld, and
approval or disapproval shall be given within the times set forth in the Schedule of Performance, or,
if no time is given, within a reasonable time.
Section 613. Real Estate Commissions
Neither the Agency nor the Developer shall be liable for any real estate commission,
brokerage fees or finder's fees which may arise from this Agreement. The Agency and the
Developer each represent that neither has engaged any broker, agent, or finder in connection with
this transaction, and shall defend, hold harmless and indemnify the other against any such claims.
Section 614. Indemnification
Developer and Agency each hereby indemnify and hold the other harmless from and against
all damages, judgments, costs, expenses, claims, and fees arising from any negligent act or omission
of such indemnifying party hereunder.
Section 615. Date of Agreement
This Agreement shall be dated as of the date of the resolution of the Agency's governing
board by which the Agency approves this Agreement.
Section 616. Entiret~of_A~reement
A. This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreement between the parties with
respect to all or any part of the Property.
B. None of the terms, covenants, agreements or conditions set forth in this Agreement
shall be deemed to be merged with any grant deed conveying title to the Property, and this
Agreement shall continue in full force and effect before and after such conveyance.
24
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C. All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the Agency and the Developer, and all amendments hereto must be in
writing and signed by the appropriate authorities of the Agency and the Developer.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
Patricia E. Healy
Secretary
APPROVED AS TO FORM:
Joseph W. Fletcher
Agency General Counsel
by
Benjamin Kaufman
Assistant General Counsel
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
by
Cynthia J. Nelson
Executive Director
THE CHARLES BOWERS MUSEIJM
CORPORATION, a California non-profit
public benefit corporation
By:_
Name:
Title:
25
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Attachment No. 1
The Property
3-32
ATTACH>V1EN"T NO.2
LEGAL DESCRIPTION
PARCEL 1:
LOT 1 IN BLOCK "A" OF ORANGE GROVE TRACT, AS PER MAP RECORDED IN BOOK 31, PAGE 27
OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY, CALIFORNIA.
EXCEPT THEREFROM THE EAST 4-1/2 FEET, CONVEYED TO THE CITY OF SANTA ANA, FOR
WIDENING OF MAIN STREET.
PARCEL 2
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B° OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT NORTH 1 DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 7 AND 12, IN TOWNSHIP 5
SOUTH, RANGES 9 AND 10 WEST, THENCE NORTH 1 DEG. EAST 52 FEET; THENCE NORTH 88
DEG. 47' WEST 158 FEET; THENCE SOUTH 1 DEG. WEST 52 FEET; THENCE SOUTH 88 DEG. 4T
EAST 158 FEET TO THE POINT OF BEGINNING.
PARCEL 3
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT NORTH 1 DEG. EAST 718 FEET AND NORTH 83 DEG. 47' WEST 151
FEET FROM THE COMMON CORNER IN SECTIONS 1, 12, b AND 7, IN TOWNSHIP 5 SOUTH,
RANGES 9 AND 10 WEST, THENCE NORTH 88 DEG. 47' VEST 40 FEET; THENCE SOUTH i DEG.
WEST 64 FEET; THENCE SOUTH 89 DEG. 52' EAST 40 FEET; AND THENCE NORTH 1 DEG. EAST
64 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL 4
LOT 3 IN BLOCK "A" OF THE ORANGE GROVE TRACT, AS SHOWN ON A MAP OF A RE-
SUBDIVISION OF THE ORANGE GROVE TRACT, RECORDED IN BOOK 1 PAGE 14 OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL 5:
LOT 1 IN BLOCK "A" OF GEOPPER'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A
MAP RECORDED IN BOOK 21 PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA.
PARCEL 5A
THAT CERTAIN 12.00 FOOT ALLEY, AS SHOWN ON A MAP OF GOEPPER'S ADDITION TO THE
TOWN OF SANTA ANA, RECORDED IN BOOK 21 PAGE 98 OF MISCELLANEOUS RECORDS OF LOS
3-33
Page 1 of 2
ANGELES COUNTY, CALIFORNIA, ADJOINING LOT 1 IN BLOCK "A" OF SAID GOEPPER'S
ADDITION TO THE TOWN OF SANTA ANA ON THE EAST, AS SAID ALLEY WAS VACATED AND
ABANDONED BY THAT CERTAIN RESOLUTION N0. 63-19 OF THE CITY COUNCIL OF THE CITY
OF SANTA ANA, A CERTIFIED COPY OF WHICM WAS RECORDED IN BOOK 6423 PAGE 656 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, BOUNDED NORTHERLY BY THE
EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 1 AND SOUTi-iERLY 8Y THE
EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 1.
PARCEL 6:
LOT 2 IN BLOCK A OF THE RESUBDIVISION OF BLOCKS A & B OF ORANGE GROVE TRACT", AS
PER MAP RECORDED IN BOOK 1, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE WESTERLY 47 FEET AND 3 INCHES THEREOF
PARCEL 7:
COMMENCING AT A POINT NORTH 1 DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 12 AND 7, TOWNSHIP 5
SOUTH, RANGES 9 AND 10 WEST AND THENCE NORTH 89 DEG. 52' WEST 118 FEET; THENCE
SOUTH 1 DEG. WEST 62 FEET TO THE NORTH LINE OF NINETEENTH STREET; THENCE EAST
ALONG THE NORTH LINE OF NINETEENTH STREET, 118 FEET TO A POINT IN A LINE DRAWN
NORTH 1 DEG. EAST FROM A POINT NORTH 89 DEG. 52' WEST 33 FEET FROM SAID COMMON
CORNER OF SECTIONS i, 6, 12 AND 7; THENCE NORTH 1 DEG. EAST 62 FEET TO THE POINT
OF BEGINNING.
PARCEL 8:
THE WESTERLY 47 FEET, 3 INCHES OF LOT 2 IN BLOCK "A" OF THE "ORANGE GROVE TRACT',
AS SHOWN ON A MAP RECORDED IN BOOK 31 PAGE 27 OF MISCELLANEOUS RECORDS OF LOS
ANGELES COUNTY, CALIFORNIA.
APN: 002-162-05 (Affects: Parcel 8); 002-162-06 (Affects: Parcel 3); 002-162-07 (Affects: Parcel
4); 002-162-30 (Affects: Parcel 1); 002-162-31 (Affects: Parcel 2); 002-162-32 (Affects: Parcel
6); 002-162 33 (Affects: Parcel 7) and 002-162-34 (Affects: Parcels 5 and 5A)
3-34
Page 2 of 2
ATTACHMENT NO. 3
SCHEDULE OF PERFORMANCE
FUNCTION
I. Site Conveyance
A. Opening of Escrow
Agency shall open escrow for
conveyance of the Property
TIME OF PERFORMANCE
At the Agency's option or within 5 days
after receipt of written request from
Developer, whichever is earlier.
B. Deposit of Deed in Escrow
Agency shall deposit deed to the
Property
C. Conveyance of Title
Not later than 5 days prior to date for
conveyance of the Property.
Agency shall convey title to
Developer and Developer shall accept
conveyance of the Property.
Il. Development
A. Interim Use
1. Developer shall submit
Interim Improvement Plans for the current
Parking Lot.
Within 90 days after date of Agency
execution of this Agreement.
Within 60 days of the conveyance of the
Property
2. Executive Director of
Agency shall approve or disapprove Con-
cept Plans for the entire Property.
3. If approved, Developer shall
commence construction of the Parking Lot
improvements.
Within thirty (30) days of submittal.
Within sixty (60) days of Executive Director
approval
4
3-35
B. Concept Plans for Long-Term Use
l . Developer shall submit
Concept Plans for the entire Property
2. Executive Director of
Agency shall approve or disapprove Con-
cept Plans for the entire Property.
3. Developer shall have file full and
complete application for the required rezone,
conditional use permit, subdivision map
approvals, and other entitlements.
Not later than submittal of application for
development of the long-term use to the City
of Santa Ana; or any "early look" review
process with the City, whichever comes
first.
Within thirty (30) days of submittal
Within ninety (90) days of Agency's
approval of Concept Plan.
C. Final Site Plan for Long-Term Use
l . Developer shall prepare and
submit to Agency the Site Plan and
Landscaping Plans for the improvements
At the same time such plans are submitted to
the City of Santa Ana.
2. Executive Director of
Agency shall approve or disapprove the Site
Plan Landscaping Plans for the improve-
ments constituting the long-term use..
3. If disapproved, Developer
shall submit revised Plans.
4. Executive Director of
Agency shall approve or disapprove any
revised Plan
5
Within sixty (60) days after Agency receipt.
Within 30 days after notice by Agency of
any disapproval.
Within 30 days after receipt of any revised
Plans.
3-36
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT AND GENERAL CONDITIONS
Project Description
The expansion of the Bowers Museum, being a place devoted to the acquisition, conservation,
study, exhibition, and educational interpretation of objects having scientific, historical, or artistic
value, together with such ancillary uses as are normally associated with a museum (long-term use),
As the sole interim use, use of the Property as public (and museum) parking.
Landscaping
All areas of the Property that are not used for buildings, driveways and parking shall be landscaped
and maintained. Landscaping may consist of grass lawns, groundcovers, trees, decorative block
walls, screenings, terraces, fountains, pools and other water arrangements. A permanent water
sprinkler system shall be provided in all landscaped areas to insure proper maintenance.
Refuse
An enclosed refuse area or areas shall be provided at convenient locations in accordance with the
requirements of the City of Santa Ana. Refuse areas shall be designed with building materials
compatible with those used for the other structures on the site.
Signs
Developer shall be entitled to only those signs necessary permitted by City Code.
Utilities
Developer shall be responsible for all utility relocation or installations on the Property; and hookups
to sewers, drains, water and gas distribution lines, electric, telephone and telegraph lines; and for
hookup to all other public utility lines. All utility services on-site shall be installed underground or
concealed within buildings and no mechanical equipment or meters shall be exposed at ground level
as required by the Santa Ana Municipal Code.
Pavement
The Developer agrees to submit for Agency approval a plan showing areas of special surface
treatment.
3-37
Public Improvements
The Developer, at its sole cost and expense, including costs of design plans and specifications, shall
construct all on- and off-site improvements required for the Property, all in accordance with
technical specifications, standards and practices of the City of Santa Ana.
Design Objectives
The development on the Property shall show a high quality of site planning and architectural design,
and a pleasing, safe and well maintained environment. The objective of the design of the
development is to be recognizable as a world-class museum space that meets or exceeds the
standards, fit and finish of the most recent museum expansion to the north side of the Bowers
Museum. The use of reflective building materials is only permitted in accordance with the zoning
standards adopted for the Property.
Parkin
Any new parking area shall be designed and improved in accordance with applicable sections of the
Santa Ana Municipal Code; including pavement, striping, landscaping and lighting. Protection
against light pollution shall be provided for adjacent residential and other uses.
3-38
ATTACHMENT NO. 5
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Community Redevelopment Agency of
the City of Santa Ana
20 Civic Center Plaza, M-25
P.O. Box 1988
Santa Ana, California 92702
FREE RECORDING REQUESTED PER
GOVERNMENT CODE SECTIONS 6103 & 27383 (Space Above For Recorder's Use)
GRANT DEED
The COMMUNITY REDEVELOPMENT AGENCY OF CITY OF SANTA ANA, a public body,
corporate and politic ("Grantor"), grants to THE CHARLES BOWERS MUSEUM
CORPORATION, a California non-profit public benefit corporation ("Grantee") all that real
property situated in the City of Santa Ana, County of Orange, State of California, described in
Exhibit A, attached hereto and incorporated herein by this reference (the "Property").
This grant is made subject to the following covenants, conditions and restrictions:
1. Grantee covenants and agrees for itself, its successors, its assigns and every successor
in its interest in the Property or any part thereof or any improvements thereon, that Grantee, such
successors and such assigns shall devote the property to the following uses: interim use as a parking
lot, and expansion of the Bowers Museum, being a place devoted to the acquisition, conservation,
study, exhibition, and educational interpretation of objects having scientific, historical, or artistic
value, together with such ancillary uses as are normally associated with a museum.
2. Grantee covenants and agrees for itself, its successors, its assigns and every successor in
its interest in the Property or any part thereof or any improvements thereon, that solely at the
expense of Grantee, its successors and assigns, Grantee, such successors and such assigns shall
maintain or cause to be maintained the Property and all improvements thereon (including but not
limited to landscaping) in good order, condition and appearance. The Property shall be maintained
reasonably free from any debris and waste materials. If, at any time, owner fails to maintain or
cause to be maintained the Property as required by this Section 2, and said condition is not corrected
after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of
written notice from the Grantor, either the Grantor or the City of Santa Ana (the "City") may
8
3-39
perform the necessary landscape or other maintenance and owner or such successors shall pay all
costs incurred for such maintenance.
3. Grantee hereby covenants and agrees on behalf of itself and its successors and assigns
to the Property or any portion thereof or any interest therein that owner, such successors and assigns
shall not discriminate upon the basis of race, color, creed, religion, sex, age, marital status,
handicap, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the Property, or any improvements erected or to be erected thereon, or any part
thereof.
4. The covenants established in this Grant Deed shall, without regard to technical
classification and designation, be binding on Grantee and any successor in interest to the Property or
any part thereof for the benefit and in favor of the Grantor; its successors and assigns, and the City.
The covenant against discrimination contained in paragraph 3 of this Grant Deed shall remain in
effect in perpetuity. All other covenants contained in this Grant Deed shall remain in effect until
July 2, 2026.
5. The provisions of this Grant Deed shall be enforceable by the Grantor in a civil action
for injunction or any other available remedy against Grantee or its successors in interest. The
covenants and restrictions contained in this Grant Deed shall not benefit or be enforceable by any
person other than the Grantor, Grantee and their respective successors and assigns.
6. Neither this Grant Deed nor any breach of this Grant Deed shall defeat or render
invalid the lien of any mortgage or deed of trust made in good faith and for value.
The rights established in this section are to be interpreted in light of the fact that the Grantor
conveyed the Property to the Grantee for development and not for speculation in undeveloped land.
The provisions of this section 6 shall survive only until the recordation of a Certificate of
Completion as contemplated by Section 317 ofthis Agreement.
EXECUTED this day of
ATTEST:
Patricia E. Healy
Secretary
20~, at Santa Ana, California.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
by
Cynthia J. Nelson
Executive Director
9
3-40
APPROVED AS TO FORM:
Joseph W. Fletcher
Agency General Counsel
by
Benjamin Kaufman
Assistant General Counsel
The Grantee hereby accepts this Grant Deed and the covenants, conditions and restrictions
contained herein.
THE CHARLES BOWERS MUSEUM
CORPORATION, a California non-profit
public benefit corporation
By:_
Name:
Title:
[Grant Deed]
10
3-41
Exhibit A
To Grant Deed
Legal Description
PARCEL 1
LOT i TN BLOCK "A" OF ORANGE GROVE TRACT, AS PER MAP RECORDED IN BOOK 31, PAGE Z7
OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES
COUNTY, CALIFORNIA.
EXCEPT THEREFROM THE EAST 4-1/2 FEET, CONVEYED TO THE CITY OF SANTA ANA, FOR
WIDENING OF MAIN STREET.
PARCEL 2
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT NORTH i DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 7 AND 12, IN TOWNSHIP 5
SOUTH, RANGES 9 AND 10 WEST, THENCE NORTH 1 DEG. EAST 52 FEET; THENCE NORTH 88
DEG. 4T WEST 15$ FEET; THENCE SOUTN 1 DEG. WEST 52 FEET; THENCE SOUTH 88 DEG. 4T
EAST 158 FEET TO THE POINT OF BEGINNING.
PARCEL 3:
THAT PORTION OF THE LAND ALLOTTED TO WILLIAM FERGUSON IN DECREE OF PARTITION
OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "8" OF JUDGMENTS OF THE
17TH JUDICIAL DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT NORTH 1 DEG. EAST 7i8 FEET AND NORTH 83 DEG. 47' WEST 151
FEET FROM THE COMMON CORNER IN SECTIONS 1, 12, 5 AND 7, IN TOWNSHIP 5 SOUTH,
RANGES 9 AND 10 WEST, THENCE NORTH 88 DEG. 47' WEST 40 FEET; THENCE SOUTH 1 DEG.
WEST 64 FEET; THENCE SOUTH 89 DEG. 52' EAST 40 FEET; AND THENCE NORTH 1 DEG. EAST
64 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL 4:
LOT 3 IN BLOCK "A" OF THE ORANGE GROVE TRACT, AS SHOWN ON A MAP OF A RE-
SUBDIVISION OF THE ORANGE GROVE TRACT, RECORDED IN BOOK 1 PAGE 14 OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
PARCEL 5:
LOT 1 IN BLOCK "A" OF GEOPPER'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A
MAP RECORDED IN BOOK 21 PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA.
PARCEL 5A:
THAT CERTAIN 12.00 FOOT ALLEY, AS SHOWN ON A MAP OF GOEPPER'S ADDITION TO THE
TOWN OF SANTA ANA, RECORDED IN BOOK 21 PAGE 98 OF MISCELLANEOUS RECORDS OF LOS
3-42
Page 1 of 2
ANGELES COUNTY, CALIFORNIA, ADJOINING LOT i IN BLOCK "A" OF SAID GOEPPER'S
ADDITION TO THE TOWN OF SANTA ANA ON THE EAST, AS SAID ALLEY WAS VACATED AND
ABANDONED BY THAT CERTAIN RESOLUTION N0. 63-19 OF THE CITI' COUNCIL OF THE CITY
OF SANTA ANA, A CERTIFIED COPY OF WHICH WAS RECORDED IN BOOK 6423 PAGE 656 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, BOUNDED NORTHERLY BY THE
EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT i AND SOUTHERLY BY THE
EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID LOT 1.
PARCEL b:
LOT 2 IN BLOCK A OF THE RESU8DIVISION OF BLOCKS A & B OF ORANGE GROVE TRACT, AS
PER MAP RECORDED IN BOOK 1, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE WESTERLY 47 FEET AND 3 INCHES THEREOF.
PARCEL 7:
COMMENCING AT A POINT NORTH 1 DEG. EAST 718 FEET FROM A POINT NORTH 89 DEG. 52'
WEST 33 FEET FROM THE COMMON CORNER OF SECTIONS 1, 6, 12 AND 7, TOWNSHIP 5
SOUTH, RANGES 4 AND 10 WEST AND THENCE NORTH 89 DEG. 52' WEST 118 FEET; THENCE
SOUTH i DEG. WEST 62 FEET TO THE NORTH LINE OF NINETEENTH STREET; THENCE EAST
ALONG THE NORTH LINE OF NINETEENTH STREET, 118 FEET TO A POINT IN A LINE DRAWN
NORTH 1 DEG. EAST FROM A POINT NORTH 89 DEG. 52' VdEST 33 FEET FROM SAID COMMON
CORNER OF SECTIONS 1, 6, 12 AND 7; THENCE NORTH 1 DEG. EAST 62 FEET TO THE POINT
OF BEGINNING.
PARCEL 8
THE WESTERLY 47 FEET, 3 INCHES OF LOT 2 IN BLOCK "A" OF THE "ORANGE GROVE TRACT",
AS SHOWN ON A MAP RECORDED IN BOOK 31 PAGE 27 OF MISCELLANECUS RECORDS OF LOS
ANGELES COUNTY, CALIFORNIA.
APN: 002-162-05 (Affects: Parcel 8); 002-162-06 (Affects: Parcel 3); 002-162-07 (Affects: Parcel
4}; 002-162-30 (Affects: Parcel 1); 002-162-31 (Affects: Parcel 2; 002-162-32 (Affects: Parcel
6); 002-162-33 (Affects: Parcel 7) and 002-162-34 (Affects: Parcels 5 and 5A)
3-43
Page 2 of 2