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HomeMy WebLinkAbout25E - AGMT - GRAND AVE WIDENINGREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: SETTLEMENT AGREEMENTS FOR GRAND AVENUE WIDENING (PROJECT NO. 081732 NONGENERAL FUND) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached settlement agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney: • Horton Family Properties LLC, for the purchase of the property located at 107 North Grand Avenue (APN 398-456-16) in the amount of $342,890. • Elmer Leroy Benson and Alice M. Benson, Trustees of the Benson Trust, for the purchase of the property located at 1225 East Fourth Street (APN 398-385-04) in the amount of $300,000. • Roman Catholic Bishop of Orange, for the purchase of the properties located at 309 and 315 North Grand Avenue (APNs 398-384-17 and 398-384-01) in the amount of $178,565. • Gualterio Lazaro Santos dba Santos Flowers #2, tenant of the property located at 1221 East First Street Unit H (APN 398-454-12 and 398-454-13) in the amount of $25,038. DISCUSSION Grand Avenue is a major north-south transportation facility, which is designated as a major arterial highway in the City's Circulation Element of the General Plan, and carries in excess of 35,000 vehicles per day. The widening of Grand Avenue between First and Seventeenth Streets has been a long-term priority project that will be constructed in several phases. Improvements include the widening of the street from two to three lanes in each direction, raised landscape medians, and curb, gutter, and sidewalk construction. The Public Works Agency is in the process of acquiring property for Phase I between First and Fourth Streets, and expects to complete the acquisition process by June 2013 and start construction in the summer of 2013. 25E-1 Settlement Agreements for Grand Avenue Widening July 16, 2012 Page 2 To accommodate the widening for Phase I, partial acquisitions of 107, 309, and 315 North Grand Avenue and the full acquisition of 1225 East Fourth Street are required (Exhibit 1). The project also necessitates the relocation of tenants of the various acquired parcels. Gualterio Lazaro Santos, the tenant of Unit H at 1221 East First Street, has agreed to the settlement amount of $25,038 for all rights, title, and interest, including fixtures and equipment, of Santos Flowers #2 business. The compensation amounts for these properties are the appraised values prepared by an appraiser licensed by the State of California. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared FEIR (SCH No. 1998051068) approved by City Council in 2002. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. FISCAL IMPACT Funds are appropriated in the Regional Surface Transportation Program (accounting unit 05917660-66220) and Transportation System Improvement Area Fund (accounting unit 99117950-66220). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Executive Director Public Works Agency RG/JG Exhibits: 1. Location Map 2. Agreements Q? ? L1 ? s ? no2d Francisco Gutierrez Executive Director Finance & Management Services Agency 25E-2 N I-- NTS 398-383-04' err ' 3%-383-0 6 r j 1 j 398-383-13 J m i M j 1 N 1 M I m i m j m i 1 m 1 m I m 1 m j ^ 1 ^ 1 ^ 1 m j m i m 1 j rPi 1 r?i 1 rcri 1 m 1 0? I m I n I m 1? i i m ? m i m i m j m i I m l m? m? m l m? m l j m I m I m I m I m I m 1 ?? I M I? I M I? I M I 1? I? I P I u? 1 1 NI_ P 1? 1? 1 1 m m 1? 1 `* 1 1 --GPs--a m Im PI n 1 ri 1? 1 ? 1 1? rPij a? i m 1 1 1 je j m? m ? m j m m7 U) 1 Q j o 1 i 11 P I I P I j 1 ml m l m l m l 1 1 P I n I n l n l _?? a m ? m m LEGEND: SUBJECT PROPERTY W Z Q Z I 0 THIRD STREET m „_„_„_, _.._,.„_„_,?„_, ,_„_„ „ I N I n 1 P 1 in 1? 1 1 1 1 1 H Intel 1 ? 1 '? I m I P l m F? , 1 a j P I P j I P m i m 9 m i m i m i" ?i r°•i I n l r°•i 1 M 1 n 1 ° 1 ',' 1 - 1" 1 m l m, 1 in j in j in 1 in j in j P 1 P 1 P I P I P I rPi 1 n I m 1? 1? 1 SECOND STREET m? m? m? m j m? m! m? m 9 m i 1? 1 N I? I? I? I? I? I? I m j P- 1 1? j n' n l r?i ! n j M 1? 1 P 1 r°•i j - 1 1 1 1 1 1 1 1 j 1 ° 1 1 io 1 m j m 1 in ? 1 in 1 in 1 OD m 1 m o? V P 1 P o• r? j to 1 ri FIRST STREET SANTA ANA TTTLE: am ooUNcL SEITLEWENT AGREE FOR rP W A ? ?AT GRAND AVENUE 1AnDEN NG (PROJECT NO 081732 NON-GENERAL FUND) HILL IC S J, 25E-3 FOURTH STREET 25E-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on .................. 2 012, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE EXHIBIT "A" - Legal Description and EXHIBIT "B" - Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 107 N. Grand Avenue, Santa Ana, CA) (APN: 398-456-16) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. (a) Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement, identified as Exhibit "C". (b) Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property identified as Exhibit "D" and incorporated herein by this reference. 2. Conveyance by City. (a) City agrees to convey to Seller, by Grant Deed, The Surplus Property ("Surplus Property"), described and depicted on the attached Exhibit "E" & "F" of this Agreement at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 3. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 16 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non- monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 25E-5 (b) Seller hereby expressly acknowledges and agrees that it shall acquire the Surplus Property "AS IS" and "WHERE IS", and "WITH ALL FAULTS". Seller shall acquire the Surplus Property after such inspection, analysis, examination and investigation as it cares to make and expressly without the City's covenant, warranty or representation, whether express or implied, statutory or otherwise, as to physical condition, environmental conditions, zoning or other regulations, compliance with law, suitability for particular purposes, or any other matter whatsoever. Seller expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze and investigate all aspects of the Surplus Property and conditions relevant thereto, and Seller shall rely on Seller's own investigation and inspection, and all matters relating thereto and agrees that City has and shall have no liability or obligation whatsoever. Seller acknowledges that City is not making any representations as to the future granting of any city approvals, if any, required for the development of the Surplus Property. Seller hereby acknowledges that, notwithstanding anything to the contrary contained in this Agreement or elsewhere, City has not made and shall not be deemed to have made any representations or warranties whatsoever regarding the Surplus Property or otherwise, and there shall be no obligations of City that shall survive the Closing. Seller hereby assumes all risks in connection with the Surplus Property and the matters referred to in this Section. 4. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 5. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 5 and of the General Provisions described in Exhibit "G" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City 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 property to City. Penalties 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 imposed upon it under Section 5, Section 7, Section 12 and Exhibit "G" of the General Provisions of this Agreement. 25E-6 6. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller 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 property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded 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 property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 7. Payment of Purchase Price. a. City has determined and Seller has agreed to accept Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00), as compensation for the total purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, which includes the value of the land and improvements thereon, compensation for the Temporary Construction Easement described in Section 1, and compensation for the curative work described in Section 31(a). b. As part of this Agreement, City has agreed to sell to Seller, the Surplus Property, described in Section 2 of this Agreement for Sixty Five Thousand One Hundred Dollars ($65,100.00) concurrently with recordation of both the Grant Deed conveying to Buyer fee simple title to the Property and the Temporary Construction Easement described in Section 1. c. City agrees to deposit the sum of Two Hundred Seventy Seven Thousand Seven Hundred and Ninety Dollars ($277,790.00) in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: W Conveyance of said real property by Seller to City as hereinabove provided; (ii) Acceptance by City of a Grant Deed conveying said real property to City; (iii) Delivery to City of the policy of title insurance as hereinabove provided; (iv) Recordation of the Deed conveying said real property to City. (v) Conveyance of said Surplus Property by City to Seller as hereinabove provided. (vi) Recordation of the Grant Deed conveying said Surplus Property to Seller. 8. Possession. (a) Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. (b) City agrees to deliver to Seller, quiet and peaceful possession of said Surplus Property, which shall be made free by City of all personal property. Seller agrees to indemnify, defend and hold the City harmless from and any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from Seller occupancy as it relates to the Surplus Property. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that 25E-7 statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 11. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 12. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 13. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in Exhibit "C" and "D" to perform the work described in Paragraph 31a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 31 a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verified through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $609.16 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 14. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Horton Family Properties LLC 30 Danbury Lane Irvine, CA 92618 Attn: Mr. William J. Roberts 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 25E-8 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" 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 "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "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 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) 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. S9601 et seg. (42 U.S.C. S9601). 19. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 20. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 21. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 25E-9 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 31. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 7 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Relocate light standards (6) 25E-10 ii. Relocate bollards (12) iii. Relocate post/rail fencing It is further understood between the parties hereto that if the improvements referred to in Paragraph 31b above are not removed from the subject property prior to April 1 2013, but not sooner than the close of escrow, City, its agents, contractors, or assigns, shall have the right to remove said improvements and dispose of same in any manner City deems appropriate without further notice or responsibility to Seller whatsoever. 32. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E-11 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company By: Date: 2012 Its: A-j rz,a 1e'GIi City/Buyer City of Santa Ana Paul Walters City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: Sonia R. Carvalho City Attorney Joseph Straka Chief Assistant City Attorney Date: 12012 Date: 2012 Date: , 2012 25E-12 EXHIBIT A LECJA;L D1ir4MMON (APP 398456-16) PARCEL "A" Those portions of Lots 10 and 11 (if BlacR C. Bartlett's Addition to the 'I'ov"n of SantalAa;:l, in the City of Santa Ana, County of Orange, State rrf California, per ulap filed ill Book 13, BA& X45 of Miscellancous Records of Lus Angeles Couuty California. lyifag soullctlys6itthweASly,a}}t sestet=lyit?tlte"Pgllo4ln€dcClil?ctl7ijze: Iu'c?mIllleac ig at the intersection of the centerline of First Street with the survey line (if Grand Avenue (formerly Birtlett Avenuc), as said survey line is shown on. Record of Survey 2009-1093, filed in Boole 236. Peke;s 17 through 20, lltclisive, of Records of Survey, in tilt Office of the Canine County Recorder; thGllee, oatsterly adorn, said ceriler1hie of lEirst Streit, Smith 89"a5'16" EasF, 125.50 feet to the southerly extension of the ealst line of said Lot 11; thence, northerly along said exte ion of Said east line, Noilll 00°32'52" East. 43.02 feet to the True Voint. of Bel inn hig, fhencc, parallcl with the cwterlhie of said First Street North 99°35'[6" West, 30.68 feet, mow o iess to a paint that is 43.00 feet >.loxtherly of said I?first Street and 41.52 feet easterly of mud survey line; theme North 45105'42" West, 35.04 ti°et to a Imint that is 67.56 feet northerly of said first Street and 69,76 feet easterly of said survey lino; thence, North 0013607" West. 35.01 feet to a curve conctwo wustcrly, having a I-adius of 4.933,00 feet; thence, northerly along; sed curve 41,73 feet, through a acnt.}-al angle of 0=] 4'21" to the be a?i}lning; of a leversc ctil-tfe coucavc easterly having a radius of 610.00 feet, a radial line through the beginning of satct revtnse curie hears Snuth 8998120" VVest.; t€aence northerly along said reverse eua•ve 7.69 feet thraugll it cLiirral tingle of 7020'()4'; then" North 07"41150" West, 2.75 feet to the northerly litre of said Lot 10, Excepting therefrom t13e westerly 10.00 feet of said Lot 10. C'u»taining 3,870 square feet, morc or I m. All a.% shown on l xllibit 8, atNelted 1ierrto drug by thi:: reCcreriut. na?tale a m-t 11"Oo. f. Subject to all C ov'enanfs, Oomlitions, Reservations, Restrictions, Rights-of-Way and ) asemcnis of record, if any. Proparcd by life, or under a y girec:tion on November 28, 2011, rcI{ct' J Sebourn P LS ?? 95 Page l of i ??;?}It1R}IJ'W Y?i [}I'}Y, S;uisar+.n'.ilYl:l'?}`i1:1?4?•?11:7TIf1??(?IR lifi.11i1,?neun? WidYrir{?,'61.t i iti r)l'?l`Il?ICi3.?t? IYiU _i?Y-•I?I1• I ? ilil!.' 25E-13 j ) PaR RS2000-1093, R.18,2307-201 OR SECOND STREET SUXX C, M.R. 13/45 -_T R W oz Z ? 1 I ? N GTE z m =r 00 .+ a. 1 ? 10 ? SWt.Y CORNER - LOT 10 co o .--1 M,a. 13/45 co "'r P. }. ; FIRST STREET T 1IB9'4G'43' _ _-,4-- T Qj ?; 1? 1Pi O CORNER i 13lA8K C MA 13/40 NWLY CORNER LOT 1t BLOCK O, M.R. 13/45 S89 38'20" W EAST UNI pR0 LOT 11. 13t.4CK 0 1 0 M R. 13/4 ?I 1 1 0, L 0 `f 1 1, a C:) L y i 1 ? I T O B . . LI18 - - LINE TABLE LINE LENGTH BEARING L110 125-50 - ' " E L111 33,00 Np ' '59" L112 50.50 N 9" vi' L113 . 124,67 NOT 3 'S "E L114 22,24 S 139',38'0-0-E 1_115 2.7E3 .... S07' 'S "E L11$ 38.01 S00'36'07"E L117 35,04 S45'05'42'E L118 3D.68 S139-35'i6"E L-1011-1 -10.00-1 , Sa0'32'u" YV CURVE TABLE CURVE LENGTH RADIt1S Delta 0100 7.6e 60,00 7'20,00" G7 D11 4#.7, 9933.04 0'14'27" SWLY CORNER LOT 11, BLOCK C M.R. t3/46 PARCEL 3'AAa 31870 SQ FT EXHIBIT B SANTA ANA A.P. NO. 395-~456--16 L?j SKETCH TO ACCOMPANY ft""*A FY LEGAL DESCRIPTION 25E-14 EXHIBIT "C" 25E-15 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRTPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-056-16 RAV MAP NUMBER PROJECT NUMBER 107 N. Grand Avenut Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, easement for public right-of-way purposes in, on, over under, and through the real property in the City of Santa Ana, County of Orange, State of California, located at 507 N. Grand Avenue, described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated °. 3 7l?-- By: Its: 0t A-Akv, 25E-16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California ) } SS County of Orange ) on the basis of satisfactory evidence to be the person(-s) whose names( i ' are instrument and acknowledged to me that C6e/siie/they executed the same in capacity(ies-), and that by f!j/her/their signatures-) on the instrument the peas behalf of which the person(s) acted, executed the instrument. personally who proved to me subscribed to the within (91 /her/their- authorized n(&), or the entity upon I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. u ©ANIEIA BORBE N Coi+wN 1878676 NOTARY 4UBLIC•CAUFOANIA 0wof COUNTY A MY CONLL E11P. JAN. 31, 2014 (SEAL) (Signature) State SS County of Orange On _ before me, personally appeared who proved to me on the basis of satisfactory evidence "to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that, he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatufe(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the true and correct. Witness my hand and official seal. (Signature) (SEAL) the State of California that the foregoing is 25E-17 EXHIBIT A LEGAI, DESCRIPTION (AP N 398-456-16) PARCU% "A" 'those portions of Lets 10 and 11 of Block C, Bartlett's Addition to the Town of Sttnfm kia, in the City o1' Santa Ana., County o f 0r to-e. state o r caii f mia, per mali filed in Bocsic 13, Page 45 of Miscellaneous Ram & of Los Anarlcs County, California, lying Mt ler y_ ad1ffhW-stCrly, milt tvesterty c t`the fbalowuag esitiilietllini COXilmenciilie at the intersection of the ei nterline of First Street with the swacy" line of Or;end Avomie (ttannerly Bartlett Avenue), as said survey line: is shown on Record of Survey 2009-1093, filed iii Do k 236, Pages 17 through 20, in ttisive, of Records o' Survey, in the Office of the Qtange Comity Rceorder; thence, eisterly alk?ng said centerline of First .Street,, South 139935'16" East, 125.50 feet to the southerly extension of the east line of said Lot 11; thence, northerly along said extension of said'Vast tine, Noi lh 00-132'52" East, 43.012 'feet to the 't'rite tE'rilttt: of Beginning., thmm. Partallcl with flee centerline of a?tid First Stmt North 49"S'l6" W e. 30.68 fe4t, mere ise Iess w a {saint that is 43.00 feet nortliel ly of said first Street anti 94.82 feet + astvrly of said survey .ling; thence North 45°05'12" W43t, 35.19- feet to a point that is 67.56 feet northerly of said First Street and 69.76 feet easterly of stdd survey lino; thence, Nortli 0013607" West, 38.01 fleet to a curve conasm wostorly, having a radius of 9,933.00 feet; thence, northerly along said curve 41.73 poet, through a central angle of 0''14'27" to (lie hegtdnuina of a r MIC ciu•e'e cviss:itve eastwly having a mdius of 60.00 feet" a radial lint: through the begi.nninl; of said reverse cutvn bears South 89"38'20" West; :Ihence wirdierly along staid reverse curve 7.68 feet Hiroo h a cenn-aal angle of 71120"09`; thetwio Norlb 1)741'50° ?r o , 2.78 1`eet to -the northerly line nfsciici 1,ot I(). Excepting thereti•o171 the westerly 10.00 f ct of said Lot 10. CfiMaining 33,870 square feet. more or less, All as shown can Exhibit 13, atttielled hereto thief by this mflemicao, i1sade a parOl( rcor subject to all Covensaa7ts, Ci?iuli(ions, Reserwa(ions, restrictions, Rights-()f-Vlay and Eascmenis or record.. if any. Pwpar d by me. or under my direction on. Novernber 8, 2011. ? (((`3 3ccgcf Selsourit, PLS X3=395 Page l of 1 i:-S}tglt(iDyDi[lft? SantaAtra:;u:eryirg?rictiugi'r;>I a;rt?r1Aww"ewi[irrtirnLa;ui[]a+crtiptiiaiAlyti.;4t-•13fr-.tiSdtx 25E-18 N9R Rs2009-1003. Ua236117-20. O.R. SECOND STREET NWLY CORN SL a A1. 1. tQ 9 - M 13/45 35,OQ` LiJ Dz w? ! 71 I ?-- L114 M yy?y ?? it zo? > I y+p 4J U I 9,71' 10 1 I "T C5 I or, I NWLY CORNER I LOT 10 BLOCK C M, R. 13/46 N1I Ly CORNER LOT 11 g BLOCK J? M.R. 13/4-5 ?2f} S> J`3 EAST LINE _ ^ LOT 11. f bex c A . 13/46 R ?I I 1,01 L p 1 ?1 1 1 . ?? 1 0 i lie) w 1 fn f , L1t& T.Rox. -;::-L119 N. T. S. LINE TABLE LINE LENGTH BEARING L1tO 125.50 $ 5' •; 1.111 33,00 00'32' L112 aa.6p N . ?. ,rw .. L113 124,6 Nq0' 'S2"E L114 22.24 S80' 38'00"E 1,115. 2.78 • 1 ` 0°E L116 _ 3&01 S00',MQ7"E L117, .. 45.W1 345'05'42"E L118 30.65 SSS'35'16"E L113 14.00 800'32'62"- CURVE TABLE CURVE LENGTH LR-AD6-1b--'1 Delta Cioa 7.6$ 60,00 770,09" 0101 41.73 0933.vo 0"14'27•, SN(1.Y CoRNE -? ? LOT 10 U-)-) I SE1 CORNER BLOW 0 ? LOT f1, MOCK C M.R. 13/45 f L110 M.R. 13/45 t148V35•1d"YOB PARCEL ",SPA P. .. FIRST STREET 3,870 S ET EXHIBIT B SANTA ANA A.P. NO. 398-456-16 PWA SKETCH TO ACCOMPANY •wx+c" LEGAL. DESCRIPTION 25E-19 EXHIBIT "D" 25E-20 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-456-16 RAV MAP NUMBER PROJECT NUMBER 107 N. Grand Avcuuq Santa Ana, CA DEED NUMBER TEMPORARY CONSTRUCTION EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, A temporary construction easement over that real property in the City of Santa Ana, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B", which exhibits are attached hereto and by reference made a part hereof. Said temporary right shall be for a period of six (6) months and shall be effective upon the City of Santa Ana, or its agent, providing a prior 48-hour written notice to . Said temporary easement shall terminate upon completion of construction (known as the Grand Avenue Widening Project). IN WITNESS WHEREOF, the grantor hereto has caused this Temporary Construction Easement Deed to be executed as of this day of 2012. Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated_ o. ` ll j 1-' Its: Tiskiytxl 25E-21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California ) SS County of Orange On f before me, /., e i c? IE?^ { !?. = -:-rt --? kj( personally apperar'ed who proved to me on the basis of satisfactory evide ce to be the person(s) whose names(s- s/are- subscribed to the within instrument and acknowledged to me that she/they executed the same in ??Yher/their authorized capacity(ies), and that by ii ` her/their• signature(-4 on the instrument the person(s)? or the entity upon behalf of which the person(8) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. DANIEIA BORBE N Comm. # 1878876 it, NOTARY PuBLIC•CALIFORNIA y! QRMWE COWQY d uT COWL EXP. JAN. $1.2014 (SEAL) (Signature) State of California ) SS County of Orange } On before me, personally appeared who proved to me on the basis of satisfactory evidence to.:be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that. he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws'of the State of California that the foregoing is true and correct. Witness my hand and official seal. (Signature) (SEAL) 25E-22 E mrr A LEGAI. DESCRIPTION (APN 398-4-46-161' -Temporaiv C'onstructlon Paseimeint) PARCEL "B" A sb,ip of land, 10.00 feet in m4dth, over dicise. Portions of Lets 10 wid ! 1 of Alook C', 8artlett's Addition to the Town of Santa .Ann. in the City of Santa rUn, County 0_ C3rilitg ,-State d'Ctil, 6m ai, ttu map fflaf i look 13, Page 45 oMiswllaneous RedoMs of Los. Angeles County, California: the westerly littt; tf said. 10.00 font strip is described as fcitlow'q: Commencing at the interscetion of the centerline of first Street -with the Sul-Vey line of Grand Avenue (formerly Bartlett .Avenue), as said survey line is shown oil Rec and of Survey 2009-109:1, filed- in Book 236, Pages 17 through 20, inclusive, of Recoxds of Survey, in the Office of the. Ormigo County Recorder, thence, eastorly along said cenwrline of First Street, South 891391611 Fa %, , 125.501 flee to the southerly extension of tho mist lute orsaid Lut 11; thenco, no the=rly along. svid extension orsttid oust lino, North 00032'52" Last. 43.02 het to tho Trite Pollit of Beglnab ig; thence, parallel with the centerline of said F st Stmet 'N'orth 80335'15" West, 30.68 feet, more or less to al point that is 43.00 feet notiherly o said First Street and 94.82 feet easterly of said survey .line; thence North 451105'42" West, 35.04 foot to a point that is 67.56 feet northerly of said first Street and 69.76 -fit ensterly of said survey line; ffieria. North 00'3607" West, 38.01 feet to to curve con.cavc westerly, Hiving a radius of 9,933,00 feet; thence, northe_rly slung said curve 41.73 feet, thro-ugh a central angle. of W14'27" to the beginning of as reverse curve Iconea4o c;istorly having a radius of 60.00 fcct, a radial lino through tbo beginning of s,,dd ravea•sc curve: hears South 89138`20" Wust: thence northerly along said mverse curve 7.68 feet through a central angle of 720'09"; thence Mortis 07'41'50" hest. 238 feet to the northerly lint; ofwid Lot 10. The most northerly atnd easterly lirtes of said strip to be le.n timled or shortened so as to terminate wrtherly at the northerly lisle of said Lot 10 and vasterly aA tbl> easterly lilac: of said Lut T I . Ctn;taainhig 1,177 Square, ILet, more or less. All as shoAmn oil 1=:xbibit li, aatcached hereto and by this rererenee made a p:trt hereof, Subjt:at to all] Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by Inc, or Umter tiny dircct:ion on NovembQr 28, 2011. fj4J\ cgut'g'Cc? ebourn, PLS?395 f'\fj j? Page 1 o 1' I i:aSttMil" OI01d?_Nomw;9rdSur,¢rwfi ia4=,,:r;_•IfhandM-n.,.eWkicmh,r`.LcpIw,; ;Ih,V-kz-=456•!6S:•?r?aBlur. dac 25E-23 n PER RS2002-1001 R.S9.2 07--20i O.R. L SECOND STREET BLOCK IC, RR. 13/43 LLJ 5 La I I :D7 W _ D ? L10 7 1€7'-" ? f-?- ?H w W ?sr J a L1' V) I LOT' s r I t 69,78` 10 SWLY CORNER WT to . BLOCK C MA. 13/+45 P.O.C. to fn ri f NAY CORNER I LOT 10 '.FM C .F 13/'45 7M ''L • N N, T. S. LINE TA>OLE LINE LENGTH BEARING L110 125.50 yes 35'1 DOE 1111 33,00 L7'1l 50.50 M$9' 5'16" L1 i3 124.67 x100'32'5 " E L114 2124 S89'38'00" L115 2.75 S©7 41'50°E L116 36.01 0 ' 7" L117 35.04 S45'05'42"E L118 30,88 " _ ?it8 10,0 =. 3 , NAY CORAIER LOT 11 BLOCK O. M,R. 13/48 EAST UNE G LOT 11, LOT 11 BLOCK C A1.R, 13/45 101, T L11?l-s?- ? ,::-•L1 1J ie xa 4 it FIRST STREET EXHIBIT B PARCEL P13111 1,477 Q FT dommmmoft SANTA ANA A.P. NO. 39$-458-16 - P WA TEMPORARY CiONSTRU TION EASE'MEA17' P"Immw SKETCH TO ACCOMPANY LEGAL DESCRIP-nON CURVE TABLE CURVE LENGTH RADIUS Delta 0100 7.66 60.01D 7'20' 0161 41.73 9033.00 0-14!27" Sf 'LY CORNEA LOT 11, BLOCK O 1V1,Q2. 13/46 25E-24 EXHIBIT 'V 9. EGA.l.DE:;CR1.1 TI{7N (APi'+`° 399-456-DI) PARCEL "A" That portion of Lot 9 of Block C, Bartlett's Addition to the Town of Santa Ann, in t1l _--__ - • -- Cie-y-arF-Sntara Att:>I Q-runty-rJL =zltigo?-State-of -let ?Ytia13=:[i:fect_it?b>3.r?:ok?1.3x Page45 of Misoellanc:ous Records of Los Angol s County, California, lying southeasterlymid castealy of die following, described lime. Commencing at the interse:ctaca>.t Of the centerline o Second fteet with the suiu•ey liras: of Gtand Avenue (formerly Bartlett Avenue), as said survey lute is shown, on Recoid of Suavcy 2009-1093, filcri in Moore 2-36, Pages 17 tlarcatagh 20, inclusive, Romrds of Survey, in the Office of the Orange: County Recorder, thence, easterly along .shier centerline of Second Street", South 89°49 43°. East, 74.91 feet; thence, southerly and perpendicular to said centerline, South 00°19'17" West, 25.00 feet to the noffli-'a'ly line of-Wid Lot 9 and the True Point of Beginning, thenc o, South 41 °44'39" West, ' 22.67 feet to a p6irrt that is 42.00 feet soutlierly or the cePterlhie of said Hirst aireet and 60.08 :feet eastcrty of said sumv lim, said point o beurg on a fton-tant vlit cuvv, wlmw t tastedy, a rRdial lisle t1mugh said point bears Aorth 39"40'48" Wt s(, s icl ttoti-tntX?erat ?ur'?:e luiving a radius of 9,940.00 tee:t.; thence, southcrly along sated curve 58.54 t`cet thrNgh al cemtral angle of 00,120115" to the beginning of a conipowul curve concave casicriy, a lint, through the begiuning of said compound curve bears South 99°58'17" West, said aUmpound curve having a radius of 40.00 feet; thence, :southerly along said mirve 5.31 feet. tlrrcnrgh a central angle of0-P40'47; thence, South 7141'50" Fast, 44.24 feet to the southerly line Of said L.s)t 9. Containing 2,131 sqv atv feet, more or leers. All as shown on P-xJ ibit t3, altactie d hereto mid by this re-fe:rence m aila to part hereof. Subject to all C' wenants. Conditions, Reservations, Restrictions, 'Rig4its-of Way -'Md Easements of record. if any. Prepared by nic% or under my dirc%;tion on NIitay 4, 2011. Pinge l of 1 ":SIEAR[•A•''fl?i14? S:n:ta.3ca?t???vZu?(;.trrE??+llt?:>{r.1 Gf+i:>,I \?'?':t?i?•?Y1dCt;i?;?•1.'yes:?l?..met';?-?i.+ti•.4NfJ?<S:-F1it.•Ii ?•nu.4k 25E-25 EXHIBIT "F" 25E-26 ( } „ PER R820DO-109% U.s.14-230/17-2% O.ti. SE OND STREET P -01 .?, NVILLY WRNER LOT 0 , L206 M.m cl Wit -13/45 ?z ZW Lt1 m zoc - - - - - - - - - - - - - - II Ln T T Ld NO LOTS ' tS j? 1;, ! I MOCK I;, M. 1. LOT '10 I MA, 1/45 ut ? i T" 0 .-,? _.. i ?1y 1 b N.T.S. LINE TABLE LINE LENGTH BEARING L200 7+1.91 n ' 3" L201 25,00 .? " L2{I2 22,67 S414,V39"W t 44.24 07. 1'W" S -4 L204 22.? N89' {7"V . E Z 124r-60 N 0' . L206 30.01 Sf19' S?'43' CURVE TABLE CURV& LENGTH RADIUS Delta 0200 , 88.54 9940.06 '28''15" 0201 5,38 40.00 7"40'47" PARCEL "A" 2,231 SO FT FIRST STREET EXHIBIT "F" SANTA MA A.I.ISO. X98-456"?- 1 TWA KETCH TO ACCOMPANY mmommillow A=Nmoona I LEGAL DESCRIPTION 10. 1f R. 134:1 1?6W'!.Y CORNER ? I ?ltvll]PI CORNER ri? I?T I 25E-27 EXHIBIT "G" 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 30-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 seller agrees to sell and the buyer 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. 25E-28 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2 0 1 2 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" - Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1225 East 4t' Street, Santa Ana, CA) (APN: 398-385-04) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Three Hundred Thousand AND NO/100 Dollars ($300,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to 25E-29 City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. 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 "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City 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 property to City. Penalties 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 imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller 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 property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded 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 property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Three Hundred Thousand AND NO/100 Dollars ($300,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 25E-30 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Joan McVay 180 Woodston Way Ben Lomond, CA 95005 14. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" 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 "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste 25E-31 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 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sea. (42 U.S.C. S6903) 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. S9601 et sec.. (42 U.S.C. S9601). 17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 22. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25E-32 23. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 27. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 28. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E-33 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Joan McVay, an unmarried woman Lance McVay, un unmarried man Joanna McVay, Trustee City/Buyer City of Santa Ana Paul Walters City Manager Date: 2012 Date: , 2012 Date: , 2012 Date: Attest: Maria D. Huizar City Clerk Date: 2012 Approved as to Form: Sonia R. Carvalho City Attorney Jose Sandoval Chief Assistant City Attorney Date: 25E-34 , 2012 2012 EXHIBIT "B" 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 30-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 seller agrees to sell and the buyer 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. 25E-35 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-385-04 R/W MAP NUMBER PROJECT NUMBER 1225 East 4th Street, Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, County of Orange, State of California, located at 1225 East 4t Street, described as follows: SEE EXHIBITS "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By: Joan McVay, an unmarried woman Dated By: Lance McVay, un unmarried man Dated By: Joanna McVay, Trustee 25E-36 EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 1 IN BLOCK "A" OF "SANTA ANA INVESTMENT COMPANY TRACT" NO. 1, HUMPHREY'S ADDITION TO SANTA ANA", AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN:398-385-04 25E-37 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on ................. 2 012, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and The Roman Catholic Bishop of Orange, a Corporation Sole (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE EXHIBIT "A7- Legal Description and EXHIBIT "B" - Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 309 & 315 N. Grand Avenue, Santa Ana, CA) (APN: 398-384-01 & 398-384-17) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. (a) Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. (b) Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property described and depicted on the attached Exhibit "C" & "D" and incorporated herein by this reference. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of One Hundred Seventy Eight Thousand Five Hundred and Sixty-Five Dollars ($178,565.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required In this Agreement. 25E-38 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. 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 "E" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall cant' out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City 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 property to City. Penalties 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 imposed upon it under Section 4, Section 6, Section 11 and Exhibit "E" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller 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 property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded 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 property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of One Hundred Seventy Eight Thousand Five Hundred and Sixty-Five Dollars ($178,565.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within 25E-39 fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs. Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in Exhibit °C" and "D" to perform the work described in Paragraph 30a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 30a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verged through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $1,108.33 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: The Roman Catholic Bishop of Orange 2811 E. Villa Real Drive Orange, CA 92867 Attn: Mr. Joe Novoa 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 25E-40 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" 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 "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "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 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et se g. (42 U.S.C. S6903) 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. S9601 et seg. (42 U.S.C. S9601). 18. Cornliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 25E-41 20. Contin ens . It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of Califomia. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall aoquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other ads and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fad, held by the signatory or is withdrawn. 30. Construction Contract and Curative Worts. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. 25E-42 (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Rework irrigation lines ii. Relocate post/rail fencing 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: The Roman Catholic Bishop of Orange, a Corporation Sole By: Date: J??4C, Z? , 2012 Its: ?ISGy ?l el'?[,1rdl Qyi Ill IZI,Lt By: Date: , 2012 Its: City/Buyer City of Santa Ana Paul Walters City Manager Date: .2012 Attest: Maria D. Huizar City Clerk Date: , 2012 Approved as to Form: Date: , 2012 Jose Sandoval Chief Assistant City Attorney 25E-43 EXMBIT A LEGAL DESCRIPTION (AP-N 398-384-01) PARCEL "A" Those portions of Lots Band 9 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, 1Cotuity of Orange, State of California, per snap filed in Book 13, Page 45 of Miscellancous Records of Los Angeles County, California, lying westerly and northwesterly of the following described line: Commencing at the intersection of the centerline of Fourth Street with the survey line of Grand Avenue (formerly Bartlett Avenue),: as said survey line is shown on Record of Survey 2009-1093, filec1 in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder, said centerline of Fourth Street having a bearing of "N S9°42'20" V; thence along said centerline South 89°42'20" East, 94.98 feet; thence perpendicular to said centerline South 00°17'44" East, 40.00 feet to the not-tberly line of said Block "A" and the True Point of Beginning; thence South 43°58'36" 'Nest, 36.18 feet more or less to a point that is 66.16 feet southerly of the centerline of said Fourth Street and 70:29 fact easterly of said survey line; thence South 021112'50" West 46.69 feet to the beginning of a curve concave easterly, having a radius of 6,934.00 feet; thence southerly along said curve 51.76 feet through a central angle of 00°25'40" to the south line of said Lot 9. Excepting therefrom the westerly 10.00 feet of said Lot 9. Also excepting therefrom those portions of said Lot 9 described in Deed recorded December 15, 1965 in Boob 7774, Pages 374 & 375 of Official Records in the Ogee of the Counter Recorder of Orange County, California. Containing 1,911 square feet, more or less, All as shown on Exhi bit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction on November 28, 2011. egary baurxt, PI,S 83ii Page 1 of 1 S:tiS11ARrssl7wb](3E?2_SaamAraSurvcyingRirletppin 0(>7_Crund Avenue WideniMALeVI DcscdpM)dAPN 348-384-41 Revised 21?] 1-11-18.doc 25E-44 EXHIBIT A LEGAL DESCRIPTION (APN 398-384-17) PARCEL "A" Those portions of Lots 10 and 11 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange, State of California, .per map filed in Book 13, Page 45 of Mscellaneous Records of Los Angeles County, Catii'omia, lying southwesterly and westerly of the following described line. Commencing at the intersection of the centerline of Third Street with the survey line of Grand Avenue (formerly Bartlett Aveirue), as said survey line is shown on Record of Survey 2009.1093, tiled in Book 236, Pages 17 through 20, inclusive, of Records of Surrey, in the Office of the Orange County Recorder, said centerline of Third Street having a bearing of "N89°41'15" ICY"; thence along said centerline South 89041'25„ Bast, 81.30 feet; thence perpendicular to said centerline North 04"18'35" East, 25.01 feet to the 't'rue Point of Beginning being a point on die southerly line of said Block "A"; thence North 41°51 `22" West, 22.79 feet more or less to a point that is 42.15 feet northerly of the centerline of said Third Street and 66.13 feet easterly of said survey litre, said point also being on a noel-tangent curve concave easterly having a radius of 6,934.00 feet, a radial line to said point bears North 89006'05" West; thence northerly along said curve 107.42 feet through a central ankle of 00°53' 15" to a point in the northerly line of said Lett 10. Excepting therefrom those portions of said Lot 10 described in Grant Deed recorded May 16, 1997 as Instrument No. 19970228574, Official Records, in the Office of the County Recorder of Orange County, California. Containing 1,436 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction. on.November 28, 2011. Page 1 of 1 S;'SngRED+2(114142, Sat7tiAnuSurvcyiNt%Nl;ippirzg,004 OmdAvenueViideziingUgal Desc4tioriAPN199-384-17 Rwiwj 2011.11-16AVC 25E-45 - ( ( = PER R52CM-1093, R.5.B.236/17-20, O.R. 1 FOURTH STREET" SSW 2'2E 94.98' " P.Q.C. I NW'LY COR. T.P.O.B. JMR or ?, 13/45 L7NE'LY COR. LOT f M.R. 13/45 °3540' : < ttJ r 0: LOT 8 LOT 7 > < ` I a. !> LOT 9 11 ° ¢ o cc 00 Lf) U (n >- 10' I m } V L4 o 29 N887 q_w. ,o I Z J 3 L O IN N.T.S. CURVE TABLE CURVE LENGTH RADIUS DELTA G1 51.76' 6934.00' 0" 5'40" C2 37.97' 25.00' 87`01'00" N I N 0 m i w , t in Q i II co ' 1 LOT 12 o LOT 04 LOT 11 W LINE TABLE LINE LENGTH BEARING Ll 40.00' N00"1 7'40"E L2 36.18' N43'58'36"E L3 46.69' 02 2'500E L4 12,62' N89.41'52"W L5 73.41' N0012'S2"E L6 27.49' N03'16'40" L7 13.99' S8942'20"E { 20 SE'LY COR. LOT 11, M. R. 13/45 SW LY COR. LOT 10, -?q MA, 13/45 21 THIRD STREET '41'25-W) 17 f EXHIBIT B PARCEL "A" 1,911 SQ. FT. ? SAM A.P. NO. 398-384-01 SKETCH TO ACCOMPANY ?? LEGAL DESCRIPTION 25E-46 ( ) m PER 852009-1093, R.S.8.236/17-20, U.R. FOURTH STREET 4- (NBS a2 2o%w) 0 }A3 z } Q w w z 7 Q z A NWLY COR. LOT 9, M. R. 13/45 W F t i I Lu I ? ?fQ ? > L6T 19 VI - 10' i I ? L12 R SY ? c 00 W NE'LY COR. ?- LOT 8. M.R. 13/45 LOT 8 LOT 7 I r 'Q ' 00 w Q m L U?t17 ` N$??.Y? RAD I 0 H h a m I CL co ` co!3 ¢ C? Ito fL oy LOT 10 M M LOT 11 ILOT 12 IN N.T.S. CURVE TABLE URVE LENGTH RADIUS DELTA .-C10, I 107.42' 6934.00' €3'53'15" LINE TABLE LINE LENGTH BEARING L10 25.00' N00'18'35"E L11 22.79' N 1' 1'22"W L12 12.62'_ '4 ' 2"-W L13 107.58 S40'32'52"w L14 23.99' 544`34'15" Li 5 0,20- 89'4 ' " I 20' 889'06'05"W RAO SE'LY COR. I LOT 11. SW'LY CoR. M.R. R 13/45 T...... _ LOT .n 101 MA. 13 045 a ? ,.I T.P.O.B. THIRD STREET ssg•41'25"E 81.30' (N89-41'25"w) F I EXHIBIT B PARCEL "A" 1,436 SQ. FT. SWA '`" A.P. NO. 398-384-17 PWA SKETCH TO ACCOMPANY Ir.¦..? LEGAL DESCRIPTION 25E-47 EXHIBIT 'C- REGAL DESCRIPTION (APN 398-384-01 Temporary Construction Easement) PARCEL "B" A strip of land, 10.00 feet in width, over those portions of Lots 8 and 9 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of OrangTe, State of California, per map filed in Book 13, Page 45 of Miscellaneous Records of Los Angeles County, California, the westerly lino of said 10.00 foot strip is described as follows: Commencing at the ilttt rsection of thv centerline of Fourth Street With the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009.1093, filed in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Change County Recorder, said centerline of 1~mt'h, Street having a bearing of "N89142'20" V% thenoe along said centerline South 8904220" East, 94.98 feet, thence perpendicular to said centerline; South 00°17'40" East, 40.00 feet to the northerly line of said Block ":A" and the True Point of Begividag; thence South 43'58'36" West, 36.18 feet more or less to a, point that is 66.16 feet southerly of the c:enterae of said Fourth Street and 70.29 feet easterly of said survey litre, thence South 42012'50" West 46.69 feet to the beginning of a curve concave easterly, having a radius of 6,934.00 feet; thence southerly along said curve 51.76 feet through a central angle of 00°25'40" to the south line of said Lot 9. The easterly and westerly lines of said strip of land to be lengthened or shortened so as to terminate northerly at the northerly line of said Lot 8 and southerly at the southerly line of said Lot 9. Containing 1,354 square feet, more or less. All as shown on Exhibit B, attached hereto and by this ref6rence made a part hereof Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction on November 28, 2011. eboum , PLS 8395 ,3A.p; Page 1 of 1 S:1SJiAREDk701f)141--SanlaAtaSurvey7na&Mappi4DO4 (fend Av4nua WiderheL4gat Dc.safptionLllyN 398-384.01 TC.rh C 25E-48 EXHIBIT 'C' LEGAL DESCRIM (APN 398-384-1.7 Temporary Construction Easement) PARCEL "B" A strip of land, 10.00 feet in width, over those portions of Lots 10 and 11 of Block, A, Bartlett's Addition( to the Town of Santa Ank in the City of Santa Ana, County of Orange, State of California, per map filed in Book 13, page 45 of Miscellaneous Records of Los Angeles County, California, the westerly line of said 10.40 foot strip is described as follows: Commencing at the intersection of the centerline: of Third Street with the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, filed in Boot: 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder, said centerline of Third Street haviuig a bearing of ",V 89°41'25" W % thence along said centerline South 89°41'25" Bast, 81.30 fleet; thctwe perpendicular to said interline North 00°18'35" East, 25.00 feet to the True Point of 13egt ring being a point on the southerly line of said Block 'W'; thence North 41151'22" Test, 22.79 feet more or less to a point that is 42.15 feet northerly of the centcxliue ofsaid 'Mird Street and 66.13 feet easterly of said survey line, said point also being on a non-tangent curve concave easterly having a radius of 6,934.00 feat, a radial ling to said point bears North 89°46'05" Nest; thence northerly along said curve 147.42 feet throLtgh a central angle of 04453'15" to a point in the northerly line of said Lot 14. The easterly and westerly lines of said strip of land to be lenlgtbened or shortened so as to terminate northerly at the northerly line of said Lot 10 and southerly at the southerly line of said Block A. Containing 1,303 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenant% Conditions, Rtscrvations, Restrictions, Rights-of Way and Easententscfrecord, if any. Prepared by me or under my dii-ection on November 28, 2011. reg . Sebourn, PLS 8395 Page 1 of 1 S:tisFIA11;1??2D1014?_Sur??t?llnaSucvarin Ms?spiny?A #_Siixznd Aveme WidairteUgail ",oriptio APN 3%-384-17 TMarn 25E-49 EXHIBIT "D" 25E-50 ( ) - PER 8$200-1093. R.&0,236/17-20, 0,17. FOURTH STREET (:, 89'42'20"W) +, 89'42'20"E 94.91T Tll. - I I P.O.C. 4 NW LY COR. R T.P.0.B. LOT 9. d M.R. 13/45 L71 I ri t NE LY COR, LOT a. ?+-- 70.29' •r Q? M,R. 13/45 p. 35.00' c? 1Q4p Gr =i 1, n LOT 8 f LOT 7 I ? IL6T 19 I U I ? ? I 10. ? t tI L4 E --20' I co I ?- I ? ? o I f c oo' t M rq 1 LOT 110 CD I N.T.S. PARCEL "B" ' 1 fl 9 < eOF SCAI-W014 Cp 0 rn in 1000' m CURVE TABLE p CURVE LENGTH RADIUS DELTA F- C ' ' ° ' ' w = Cl 51.76 6934.00 4C 0 2 ' ' ' ' ' F- C2 37.97 25.00 67 01 00 f w m LINE TABLE r- i n. LINE LENGTH BEARING. co L1 40.00' N0017'40"E L2 38.18' N4358'36" L3 46.69' 1402"12'50"E L4 12.82' N89"41'5 2"W LOT 11 LOT ,? L5 73.41' NOO'32'52"E L6 27,49' .1 W40" L7 13.99' S89'42'20"E 2Ci' ! f SE`LY COR. I ? LOT 11, "B" .8.13/45 PARCEL SVLY COR. - -- - - - -- 1,354 SQ. FT. LOT 10, .x.3/4 THIRD STREET ---?-- '41-25-W) (Nas ?'2s"w) r Mal* W A ANAL A.P. NO. 398-384-01 f` ¦ TEMPORARY CONSTRUCTION EASE"ME"NT ?¦?,¦ SKETCH TO ACCOMPANY LEGAL DESCRIPTlt3N EXHIBIT 'D' 25E-51 PFA R$ ON -11793. R.S.EUW/17-20, O.R. 1 FOURTH STREET - . N60'42'200W) I NW LY COR. LOT 9, MA 13/45 ¢ f NE`LY MR. J z Gi LOT B, I I.R. 13/45 35.dD' ? 44, R f I I -?- 14l ?-•- ?? LOT $ LOT ? IL0T.9 F- I ? F- I Jd 7- '-- m ? '?"• L72 0 + rr887 w f?AD I Z Ld t N, T. S. CURVE TABLE IJRV LENGTH RAbfU7S DELTA C10 107.42' 8934.00 0'53'150 ?afl- p N p? N I C1w (n c 0 07 I CL co "i 0 co al ca i I ? c" I I LOT 12 f LOT 11 z . 3&O LOT 110 ' C"3` 10.00 d LINE TABLE LINE LENGTH BEARING L10 25,00' N 0'7 8'35"1 L11 22.79' N41'51'22"W . L12 12.62' N89.41'S2"W L13 07.55' 50432'52-W L1,4 23.99' S44'34'1 5"E L15 SB9'41'25"E i 2d I ° X6.13' ` 69-405-W RAO SE'LY COR. LOT r 11, R. 13/45 PARCEL "S" SAY COR. _L15 1,308 SQ. FT. LOT 1t1, of M R T.P.0.s. . 1394 .?t ,.- 589'4123"E 81.3tI THIRD STREET ..`J r EXHIBIT D' sAMTA ANA A.P. NO. 398--384--17 - rrPWYY M TEMPORARY CONSTRUCTION EASEMENT ¦¦? SKETCH TO ACOOMPANY LEGAL DESCRIPTIGN 25E-52- EXHIBIT "E" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrows 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 30-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 seller agrees to sell and the buyer 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. 25E-53 25E-54 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening Project APN: 398-454-12 & 13 Tenant-Seller: Gualterio Lazaro Santos dba Santos Flowers #2 AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ("Agreement") is entered into as of this day of JV n , 2012, by and between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ("Buyer"), and Gualterio Lazaro Santos dba Santos Flowers #2 ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 1221 E. First Street #H Santa Ana, California ("Premises") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant-Seller ("Tenancy Interest") in and to the Premises and the Property. The Improvements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of. Twenty Five Thousand and Thirty Eight and no/100 dollars ($25,038.00) ("Purchase Price") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant-Seller vacated the property on May 31, 2012. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all said 25E-55 Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 2 25E-56 12. CLOSING, PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code § 1542, or under any statute or common law or equitable principle of similar effect. 3 25E-57 Tenant-Seller: • s 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES. REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or 4 25E-58 instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property or the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from the Premises. The term "Hazardous Materials" 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 "restricted hazardous waste" under §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. 56901, et seq. (42 U.S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant- Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations and ordinances of the city within which the subject Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus. 25E-59 23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity extends only to acts or omissions of Tenant-Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 6 25E-60 Mailing Address of Tenant-Seller 2038 S. Main Street Santa Ana, California 92707 Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Tenant-Seller By: Its: Date: Buyer THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: 25E-61 EXHIBIT "A" LEGAL DESCRIPTION s Real property In the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4,10,11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10,11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3,1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398454-12 and 398-45413 25E-62 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY B-1 25E-63 PUBLIC WORKS SANTOS FLOWERS #2 CITY OF SANTA ANA FAIR MARKET VALUE GRAN D AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 17, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. IMPROVEMENTS PERTAINING TO THE REALITY VALUE VALUE 1 1 COOLER, 3-8' SLIDING DOUBLE PANE DOORS, 2 A/F 5077- $9,853 $500 DOUBLE FANS, HEATCRAFT, CLIMATE CONTROL, 5079 40 DEGREES, DOUBLE SIDED ALUMINUM CLAD INSULATION PANELS, 2- 4' FLOURESCENT BULB LIGHT FIXTURES 2 1 LOT, C/O: WALL CONSTRUCTION, WOOD STUD, A/F 5080- 905 0 DRY WALL FINISH, 9'H, 19 LINEAR FT. 5081 (1) DOUBLE PANE SLIDING WINDOW, 4' X 2' WITH WOOD WINDOW MOLDING, BOTH INTERIOR & EXTERIOR 3 1 SURVEILLANCE SYSTEM: A 5082 1,920 50 (8) CAMERAS INCLUDING INSTALLATION, STANDARD RESOLUTION, DOME COVER 4 1 LOT, SIGNAGE, C/O: A/F 5085- 4,505 0 (99) VINYL DECAL LETTERS 6"- 8" 5091 (19) ILLUMINATED LETTERS, PLASTIC, STEEL HOUSING, RED, 20" H (2) 36" X 16", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 30 LETTERS (2) 36" X 18", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 130 LETTERS (10) NEON TUBE WINDOW BORDERS, 32" X 82" (2) WINDOW PAINTINGS, BALLOONS & RIBBON, 13'X 6', WITH DOOR LETTERING, "FELIX 10 DE MAYO", "BOUQUET" (2) 34" X 34" PAINTED SIGNAGE 5 1 SIGN, NEON TUBE, "FLORISTS", WITH PICTURE A 580 50 OF ROSE, CONTAINED IN WEATHER PROOF CASING, 6'X 35 6 1 UTILITY SINK, PLASTIC, 22" X 18", GOOSENECK A 5092 100 0 FAUCET, MOUNTED ON WOOD, 2'X 6FRAME 7 1 LOT, C/O: WINDOW COVERINGS A/F 5096 490 0 (3) MINI BLINDS, METAL, 9'H X 2-19", 1-36" (1) 20 LINEAR FT. VERTICAL BLINDS, PLASTIC TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $18,353 $600 HJELMSTROM ASSOCIATES Page A5 25E-64 EXHIBIT C QUITCLAIM DEED (See Attached) Exhibit C 25E-65 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 pace above this line for 1221 E. 1st County Assessor's Parcel Number: 398-454-12 & 13 QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Santos Flowers #2 ' do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS JHJREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this A day of .2012. By: /1?.?/Lls y Date: 25E-66 EXHIBIT A (to Quitclaim Deed) LEGAL DESCRIPTION 25E-67 EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4,10,11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10, 11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-454-12 and 398-454-13 25E-68 EXHIBIT B (to Quitclaim Ueed) DESCRIPTION OF CONVEYED IMPROVEMENTS 25E-69 EXHIBIT B PUBLIC WORKS SANTOS FLOWERS #2 CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 17, 2012 ITEM CITY DESCRIPTION: FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 1 COOLER, 3-8' SLIDING- DOUBLE PANE DOORS, 2 A/F 5077- $9,853 $500 DOUBLE FANS, HEATCRAFT, CLIMATE CONTROL, 5079 40 DEGREES, DOUBLE SIDED ALUMINUM CLAD INSULATION PANELS, 2- 4' FLOURESCENT BULB LIGHT FIXTURES 2 1 LOT, C/O: WALL CONSTRUCTION, WOOD STUD, A/F 5080- 905 0 DRY WALL FINISH, 9'H, 19 LINEAR FT. 5081 (1) DOUBLE PANE SLIDING WINDOW, 4'X 2' WITH. WOOD WINDOW MOLDING, BOTH INTERIOR & EXTERIOR 3 1 SURVEILLANCE SYSTEM: A 5082 1,920 50 (8) CAMERAS INCLUDING INSTALLATION, STANDARD RESOLUTION, DOME COVER 4 1 LOT, SIGNAGE, C/O: A/F 5085- 4,505 0 (99) VINYL DECAL LETTERS 6"- 8" 5091 (19) ILLUMINATED LETTERS, PLASTIC, STEEL HOUSING, RED, 29'H (2) 36" X 16", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 30 LETTERS (2) 36" X 18", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 130 LETTERS (10) NEON TUBE WINDOW BORDERS, 32"X 82" (2) WINDOW PAINTINGS, BALLOONS & RIBBON, 13'X 6', WITH DOOR LETTERING, "FELIX 10 DE MAYO", "BOUQUET" (2) 34" X 34" PAINTED SIGNAGE 5 1 SIGN, NEON TUBE, "FLORISTS", WITH PICTURE A 580 50 OF ROSE, CONTAINED IN WEATHER PROOF CASING, 6'X 3.5' 6 1 UTILITY SINK, PLASTIC, 22"X 18", GOOSENECK A 5092 100 0 FAUCET, MOUNTED ON WOOD, 2' X 6' FRAME 7 1 LOT, C/O: WINDOW COVERINGS A/F 5096 490 0 (3) MINI BLINDS, METAL, 9' H X 2-19",1-36" (1) 20 LINEAR FT. VERTICAL BLINDS, PLASTIC TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $18,353 $600 HJELMSTROM ASSOCIATES Page A5 25E-70