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HomeMy WebLinkAbout25G - AGMT - BRISTOL IMPROVEMENTS PHASE 3AREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 20, 2016 TITLE: APPROVE PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 3A (PROJECT 136792 NONGENERAL FUND) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED © As Recommended As Amended ❑ Ordinance on t®' Reading Ordinance on 2nd Reading [] Implementing Resolution Q Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a purchase agreement for the purchase price for the full real property acquisition listed below and goodwill (if any) with the following property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly known as / Acquisition Amount Assessors Parcel Number Type 1221 North Bristol Street & 1 George De Anda 1240 West Washington Avenue Full $1,300,000 APN Nos. 405-274-12: 405-274-13 DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long-term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A, bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2017 and construction is anticipated to begin in summer 2017. Property acquisition (Exhibit 1) is necessary to accommodate the improvements and widening for Phase 3A. A purchase offer was made based on the appraised values prepared by a State licensed appraiser and was accepted by the property owner. The purchase price for the acquisition mentioned above is shown in the corresponding agreement (Exhibits 2). 25G-1 Purchase Agreement for Bristol Street Improvement Phase 3A December 20, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR No. 89-01). Due to several minor design modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an Addendum to the FEIS/EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $1,300,000 is anticipated to be received by end of December 2016, until such time expenditures will not be incurred until receipt of funds and Finance approval. Funds will be available in the Bristol Street Improvements Project (Account No. 136792) for expenditure in FY 2016/2017 in the Select Street Construction Fund (Account No. 05917661-66100), subject to nonsubstantive changes. Executive Director Public Works Agency FM/EW G/JG/KN/ML APPROVED AS TO FUNDS & ACCOUNTS: It randko Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. Agreement for APN Nos. 405-274-12, -13 25G-2 (NTS) MATCHLINE SEE BELOW RIGHT 10TH STREET 9TH STREET CIVIC CENTER DR. -T:�4 L:::[: - UEJEcr PROPEPTIES -'COUIREU PROURrIB ----i L -L WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA ANA� Tr LE= PURCHASE AGREEMENT FOR OVEMENTS AADTEIOTREET TFGENb' PHASE 3A (PROJECT NO. 36792 DEC. 20, 2016 NONGENERAL FUND) PUELIC WORKS AQUOY (Strategic Plan No. 6, 1, G; and 3, 2, C) 25G-3 PAGE 1OF1 25G-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2015, 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, George De Anda (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 1221 N. Bristol Street & 1240 W. Washington Avenue, Santa Ana CA) (APN: 405-274-12 and 405.27413) 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 Commonwealth Title Company at 4100 Newport Place Dr. Suite 120 Newport Beach, California, within sixty (50) 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 14 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), Ilen, 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 Million Three Hundred Thousand Dollars ($1,300;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. City shall pay for the entire cost of title insurance. Acceptance by City of any such policy of Insurance, whether such Insurance compiles 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, 446370.1 •.N1365,1 Exhibit 2 25G-5 4. EscrOW. City agrees to open an escrow at the office of Commonwealth Title Company at 4100 Newport Place Dr. Suite 120 Newport Beach, California, (the Escrow Agent) within five (6) 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 sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at Its option, request cancellation of escrow and this Agreement and return of any funds it has deposited Into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate, If no such request is made, Escrow shall be closed as soon as possible thereafter, Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating Its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (8) 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, re -conveyance 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, and Exhibit "B" of the General Provisions of this Agreement. 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 Ana 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 retarded 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 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. 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 Purchgse 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, and severance damages, the total sum of 090e Million Three Hundred Thousand Dollars ($1,300,000,00). 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; 4461760,1 - N1565.1 25G-6 (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying sold 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. a. Buyer and Seller agree that Seller may remain at the real property, and may operate Seller's business thereon, up until 9:00 a.m. on February 1, 2017, and Seller is not obligated to pay Buyer any rental fee for the same. b, By no later than 9;00 a,m, on February 1, 2017, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property, Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. c. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately Issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City, Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the Issuance of said Writ If Seller does not vacate the Property by three (3) days after close of escrow. 81 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. 9. Heirs, Assigns. Successors-In•laterest. 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. 10. Time is of the Essenoe, In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shalt be of the essence. 11. 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 and severance damages as this transaction was consummated under the threat of the exercise of eminent domain. 12. Acknowledgment of. Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for Injury to the remainder ("severance damages'); precondemnation damages; claims for inverse condemnation; loss or impairment of any "bonus value" attributable to any lease;; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sole of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263,025 and 1253.615; any other rights conferred upon Seileres pursuant to Code of Civil Procedure sections 1245,245 and 1263,615 and 1263.025; and 4463760.1 - N 1 565, 1 25G-7 attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer, with the exception of the claims being compensated separately through the Agreement far Acquisition of Tenant -Seller's Interest In Real Property between Seller and Buyer, The release herein does not impact, effect or waive any claims or obligations set forth in the Agreement for Acquisition of Tenant -Seller's Interest in Real Property .This release shall survive the Close of Escrow, B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority and was under the threat of the exercise of eminent domain pursuant to Title 7 of the Code of Civil Procedure. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of Improvement thereon, or any preliminary steps thereto, subject to the terms and conditions of this Agreement. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. C. Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 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." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses In the future, Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal cf similar effect. This acknowledgment and release shall survive the Close of Escrow. 13, Notice , 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 924 S. Euclid Street, Anaheim, CA 92802. 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, Seiler shall not cause or permit 4,I63760,1 - V 1565,1 25G-8 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 (1) 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), (ill) 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. 56901 et seq. (42 U.S.C. 56903) or (xl) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. 59601 gtH3c, (42 U.S.C. 89601), 17. Comg„tance With Eg iy ronmental Laws. To the best of Seller's knowledge the Property compiles 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 (il) 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 foractsor omissions to act post close of this escrow. 19. Contingenncc . 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. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 11,167760.1 - N1563.1 25G-9 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. 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. 26. 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. Authorltv to Execute Agreement. Each undersigned represents and warrants that its signature herein below 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. Incor oration 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: George De Anda CITY/BUYER City of Santa Ana ,1A63760.1 -- N 1565.1 Date: 1 /— // .12016 Date: 25G-10 2016 David Cavazos City Manager ATTEST: Maria D. Huizar City Clerk APPROVED AS TO FORM: Jqb6 M. Fun Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency 4,16P60.1 •-N1565.1 Date: 2016 Date: __ [_ , 2016 Date: 2016 25G-11 EXHIBIT "A" LEGAL DESMPT C N All chat certain read property situated in the County of t)ranae, Staten of Callfomm, descdbed as follows: Lot 32 of Tl e Nri. '-�. , in the Clty of Santa Ara, County Of Drangr, statp of California, ars per Mala flied in Ml{ !cJ. PNi' 1A Of MiSCellaheOUS Maps, 111 the office of the County Recorder of ward Cmp#y, Except the ?southerly forty feet therecif, Assessor's Parcvlal Number: 4051 7012 All that certain real property 59tuated In the County of Orange, State of Californla, clescrihed is foliow5: Lot 31 of In the City of Santa Ana, t::ounty of Orange, ,tate of California, as Shown on a Map thereof recorded In R ULS, F+,rla 14 of Mi:SIalreoun flaps, Record%of _;ild Orange County, Assessor's Parrel NumIben 405-274-13 4 463 160,1 - NI 5 65.1 25G-12 EXHIBIT "B" (Commonwealth Land Title Company) 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 proration 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 limlting 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. 4463760,1 — N1 Sas. I 25G-13 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 LMR FOR RECORDER'S USE FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, George De Anda 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, Orange County, State of California, located at 1221 N. Bristol Street, Santa Ana, CA 92703,described as follows; SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated _ //` / � 4463760.I --N1565.1 George Do Anda By, Its. 25G-14 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On November 11, 2016, before me, Veronica Delgado, a notary public, personally appeared George Ile Anda, who proved to me on the basis of satisfactory evidence to be the persons} whose names) is/are subscribed to the within instrument and acknowledged to me that he/shwVn executed the same in his/ficrhhW, 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 tinder PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------- VERONICA DELGADO Commission S 2095517 q s Notary Public - California CranOa County M Comm. Ex Ives Jan 25, 2010 r WITNESS my hand and official seal. Signature _ U 25G-15 (Seal) EXHIBIT "A" LEGAL, DESRIPTIGN AI that celtaill real pror3erty situated in the: rount+y of orange, State of California, descrIbecl as foilms; Lot 3,? of Ir -dc q?.�, Ul Che t iby of tianta Ana, Cr-unty cP �7r;alige, `;tate of C'alifrrnla, as per Map Ved 111 aroi,� k� Facts ? of Ivli'scelh3neotls Maps, 11"1 tl-le off(r-a+ of the e:_ounity R �Drcler of said Ccwl7ty. Except thr ,outlrerly forty feet thereof. GcS nl''� fol"C?I(Isitih r 1![95-274-1i All that cel'U irl real praPelty ituate(I in tiro Col.lrity of Clralige, State of CadiforrVa, <le:;erilaerl as Pallors: Ot 31 of TI'a+"t f'dCi. 3 , IIl tl)E! flty Of Santa Alli, i:Olillt4y Of Orange, rotate of California, as shorn cin a Map L Lot 31 recorded In + �1 Of MISCellaneOUS Fiala., Recol,CIC Of sa lcl f]I"��Ilsf COtlllty. q Nasar's Parc-PI NLIM13 1% 4.pq 5-274-13.. 4463160.1 N1565.1 25G-16 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2016, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized Linder the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and, George De Anda (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 1221 N, Bristol Street & 1240 W. Washington Avenue, Santa Ana CA) (APN: 405-274-12 and 405-274-13) 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. Conypyance by Sellgr. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Dr, Suite 120 Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Con_vev_od. 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 14 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 Million Three Hundred Thousand Dollars ($1,300,000.00) 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. City shall pay for the entire cost of title insurance. 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. 4463760.1 --N1$65.1 25G-17 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company at 4100 Newport Place Dr, Suite 120 Newport Beach, 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 tills Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of tills Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited Into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate, If no such request is made, Escrow shall be closed as soon as possible thereafter, Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "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 li nited to performance of the obligations imposed upon It under Section 4, Section 6, and Exhibit "B" of the General Provisions of this Agreement. 6. Propert Ty axes, Such real property taxes, if any, on said roal 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 Coda 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 dead conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section $086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any;, however, in no case shall Buyer creditor otherwise pay Seller for that refund, If any, through or outside of Escrow. 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, and severance damages, the total sum of One Million Three Hundred Thousand Dollars ('$1,300,000.00). 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; 4463760.1 -^ N I SU r 25G-18 (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 Seiler of all personal property. a. Buyer and Seller agree that Seiler may remain at the real property, and may operate Seller's business thereon, up until 9:00 a.m. on February 1, 2017, and Seller is not obligated to pay Buyer any rental Yee for the same. b. By no later than 9:00 a.m. on February 1, 2017, Seller shall have removed all merchandise, Inventory, equipment, personal property, and/or removable trade fixtures from the Property, Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date, c. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the Issuance of said Writ If Seller does not vacate the Property by three (3) days after close of escrow, 8. WgIveLs, 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, 9. 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. 10. 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, 11. ,lust Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for and severance damages as this transaction was consummated under the threat of the exercise of eminent domain, 11 Acknowledoment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnatlon damages; claims for inverse condemnation; loss or Impairment of any "bonus value" attributable to any lease;, any right to repurchase, leaseback from Seller, or receive any financial gain frorn, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Salleres pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263,026; and 44637% 1 - NIS 65. I 25G-19 attorney's fees and costs. It being understood that this Is a complete and full settlement of all acquisition claims, liabllities, or benefits of any type or nature whatsoever relating to or in connection with the acqulsition of the Property by Buyer, with the exception of the claims being compensated separately through the Agreement forAcquisitlon of Tenant -Seller's Interest in meal Property between Seller and Buyer. The release herein does not impact, effect or waive any claims or obligations set forth in the Agreement for Acquisition of Tenant -Seller's Interest in ileal Property .This release shall survive the Close of Escrow, B, This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority and was under. the threat, of the exercise of eminent domain pursuant to Title 7 of the Code of Civil Procedure, Seller, on behalf of himself, his heirs, executors, administratem, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary stops thereto, subject to the terms and conditions of this Agreement. This Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct Improvements on the Property. C, Seller hereby acknowledges that he either has consulted with legal counsel, or had an opportunity to consult with legal counsel, regarding the provisions of the California Civil Code section 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." Seller acknowledges that he may have sustained damage, loss, costs or expenses which are presently unknown and unsuspeoted, and such damage, loss, costs or expenses which may have been sustained, may give rise to additional damage, loss, costs or expenses in the future, Nevertheless, Seller hereby acknowledges that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waives any and all rights which Seller may have under California Civil Code Section 1542, or under any statute or common law or equitable principal of similar effect. This acknowledgment and release shall survive the Close of Escrow. 13, Notices, The mailing address of the City of Santa Ana is 20 Civic Center Plata, 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 924 S. Euciid Street, Anaheim, CA 92802. 14, g&qepqj10M. City agrees to accept title to said real property subject to the following: NONE. 16, Entire AgI,eement, 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($) 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 4463760.1 --N1565,1 25G-20 the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, Grader, 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 (1) 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), (11) 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 Coda, Division 20, Chapter 6,95 (1-lazardous Materials Release Resp onIas Plans and inventory), (Iv) defined as a "hazardous substance" under Section 25:281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polyohlorinated biphenyls, (viil) listed under Article 9 or defined as "hazardous" or''extremaly 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, 65901 atM. (42 U.S.G. 56903) 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. 59601 at seq. (42 U.S.C, $9601). 17. Compliance With Cnvironmental 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 duality, 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. Lnd2imnily, Seller agrees to indemnify, defend and hold the City harmless frorn 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. Seiler shall not be responsible for acts or omissions to act post close of this escrow. 19. Can1ing2M. 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, 20. Modification and A� Mgndment; This PSA may not be modified or amended except in writing signed by the Seller and City. 4463760.1 - N1565.1 25G-21 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. 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. 28. No Third 2arfy Benaflclary, 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. 27. Applicability of A rq eement 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 herein below 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. 28. incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be Incorporated as If fully set forth in the body of this ASA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: George De Anda By: CITY/BUYER City of Santa Ana 4463760.1 --N1565.1 Date: L -......C_.-___.-; 2016 Date: 25G-22 2016 David Cavazos City Manager ATTEST: Date: 2016 Maria D. Huizar City Clerk !&, 1 Date: .2016 JoU M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director Public Works Agency 4463160.1. -- N 1565,1 Date: 2016 25G-23 EXHIBIT "A„ LEGAL DESR1PTION All EhatceiVih Mal property situated In the County of 0rancle, State of California, elescrlberl as follows: Lot 32 of DmL Nri. 9)1, in the City of Santa Ana, County of Orange, State of California, as per hlap filers In Lr:n < P 7� of Miscellaneous Maps, in the office of the Uluilty R�-*-aorcler of saki Coulrty. Except the Southerly foity feet the reof, Asse,sscw's Parcel Number: 405-274-12 All that certain real property Situated in the County of Orange, State of California, ciescrIbecl as follows: Lot 31 of in the City of Santa ,Ana, CoruMy of Grange, State. of Califomta, as shown on a Map thereof recorded In r of MjS<r�ilalieour Maps,, Rec+3rcis of salol Orange Cnunty, A sHssr7r's_P�4i'+:�I Number, 405-274-13 4463760.1 -- N 1565.1 25G-24 EXHIBIT "B" (Commonwealth Land Title Company) 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 proration 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 aridlor 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. 4463760.1 -- N I SGA I 25G-25 25G-26