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Home My WebLink About25C - AGMT BRISTOL PROPERTY EXCHANGEREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 1, 2018 TITLE: APPROVED APPROVE PROPERTY EXCHANGE ❑ As Recommended AGREEMENT FOR BRISTOL STREET ❑ As d El Ordinance mended on Reading IMPROVEMENTS PHASE 4 PROJECT ( 25 El Ordinance on 2ntl Reading NO. 116741, NON -GENERAL FUND) ❑ Implementing Resolution (STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) ❑ Set Public Hearing For RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the Agreement for the Exchange of Real Property with the following property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly known as / location Acquisition Amount Victoria Vargas Bastida (APN 015-194-23) Exchange & $325,000 2205 S. Bristol St Purchase (APN 015-194-24) DISCUSSION Bristol Street is a north -south transportation facility which is 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 project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and adding bike lanes. The City is acquiring properties for the development of Phase 4 (Exhibit 1), bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2018, and construction is anticipated to begin in summer 2018. This property acquisition can be completed as a "property exchange" which would be advantageous to both the City and the property owner. The advantage lies in the fact that the City owns unused residential parcels at 1251 West Camile Street and 1239 West Raymar Street (Exhibit 2), and the property owner is interested and motivated to remain in the vicinity. Settling the acquisition using a "property exchange" would also avoid litigation costs of around $25,000 to $50,000. Moreover, there would be savings related to terminating the property management services, currently in place to mitigate vandalism and break-ins at 1251 West Camile Street and 1239 West Raymar Street. 25C-1 Property Exchange — Bristol Street Improvements Phase 4 May 1, 2018 Page 2 Under the agreement (Exhibit 3), the parties will exchange fee interests in their respective properties. The City properties are valued at $625,000 and the Bastida properties are valued at $950,000, so the City would be providing the difference as compensation in the amount of $325,000. The property values were established by a State -licensed appraiser, and the offer was accepted and agreed upon by the property owner. 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 4, which lies between Warner Avenue and St. Andrew Place, 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 $325,000 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2017-2018 in the Measure M2 Street Construction Fund (Account No. 03217663-66100), subject to nonsubstantive changes. �rL - Edwin "William" G Ivez, P.E. Acting Executive Director Public Works Agency FM/EWG/JG/ST APPROVED AS TO FUNDS & ACCOUNTS: . A�r Francisco Gutierrez i31 Executive Director J1 * s -u fu. A 0 3i Finance & Management Services Agency Exhibits: 1. Location Map — APNs 015-194-23 & 24 2. Location Map — APNs 010-111-02 & 010-281-19 3. Property Exchange Agreement 25C-2 MATCHLINE SEE BELOW RIGHT I I 1 i I I 140&338.17 I I I I ST GERTRUDE PL I 140B471.01: I I I I I 409471-17 i W I I I i J i O In i i 408471-06 I WARNER AVENUE LEGEND= Km -SUBJECT PBEPEBTY -ACQUIRED PPOPERTIES SANTA ANA PWA PUBLIC TWKS ACENCY I I I ST ANDREW PL Im i AI JI I I I I IT_ i i C YY_. CARLTON PL I I I I I 14 W I I 1 _-L ... ._.L__ GLENWOOD PL J CAMDEN PL i i i�l Pf r -r---1•-- I 1 o 1 I I • r'-r--r--r-- �3T ANNE PL ` I I I I __ - ---- MATCHLINE SEE TOP LEFT PROPERTY EXCHANGE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741 NON -GENERAL FUND) (Strategic Plan No. 6, 1, G; and 3, 2, C) 25C-3 PAGE 1 OF 1 25C-4 LEGEND- -SUBJECT PROPERTY SANTA ANA P WA PUBLIC Y ,. AW ICY 419 4]9 1 434' 43e 442. 449 502 506: 510' " ms' Ole ' i 532 WILLITS ST TmTm1 --j I BW To To _:r 1 I� --r..+-.y TOLLIVER ST MYRTLE ST_ 1431 I I I rL__ T_4 I I I CAMILE ST r_j,7__7" 7' 7' I I I I I I I I I I W I N I I 11 �i ra lBISHOP ST Co�/� 65 mf �..r L A RAYMAR ST I I I i I RICHLAND ST ]Bl I-----•-i i I )11 EXHIBIT 2 PROPERTY EXCHANGE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741 NON -GENERAL FUND) [Strategic Plan No. 6, 1, GI and 3, 2, C) 25C-5 PAGE 1 OF 1 25C-6 AGREEMENT FOR EXCHANGE OF REAL PROPERTY This Agreement for Exchange of Real Property ("Agreement") is entered as of the day of '2018, 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 ("City'), and VICTORIA VARGAS—,BASTIDA, an individual ("Bastida"). The City and Bastida are hereinafter sometimes referred to collectivelyas-the "Parties." RECITALS A. City owns. certain real property commonly known- as Orange'County Assessor Parcel Nos. (APN) 010-111-02, and 010-281=19, located at 1251 West Camile ;Street and.1239'West Raymar Street, respectively, in the City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as. Exhibit "A" and incorporated: herein by reference ("City Property"). B. The City Property was acquired by the City as part of the McFadden Avenue to Pine Street Phase of the Bristol Street Improvement Project. C. Bastida owns certain real property commonly known, as Orange County Assessor Parcel No. -01`5 194.23`located at 2201 S. Bristol Street, and -015 194 24:located- at 2205- S; Bristol Street 'in City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as Exhibit `B" and incorporated herein by reference (`Bastida Property"). D. The Parties desire by this Agreement to provide the terms and conditions for the exchange of fee interests in the City Property and the Bastida Property. AGREEMENT THEREFORE, for and -in consideration of their mutual promises, covenants and agreements, and. suliject to the terms; conditions and provisions of this Agreement, the Parties agree as follows: 1. Exchange of Real Property 1.1. Conveyance by City. City agrees to convey the City Property to Bastida by Grant Deed, and Bastida agrees to accept the same from the City. 1.2. Convevance by Bastida. Bastida agrees to convey the Bastida Property to City by Grant Deed, and City agrees to accept the same from Bastida. 1.3. Title Conveyance. The Parties agree that, except as, may hereinafter be otherwise expressly provided, the real properties subject to this Agreement shall be conveyed by the Parties, 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. The Parties hereby warrant that the title to said real properties to be conveyed by the Parties shall be free and clear as.provided above. The Parties further agree Page 1 of 17 u that acceptance 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 either Party of its right to the full and clear title hereinabove agreed to be conveyed by the Parties, nor of any right which might accrue because of the failure of the Parties to convey title as hereinabove provided. 2. Consideration 2.1 Consideration. The City Property is valued at $625,000 and the Bastida Property is valued. at $950,000. In full and complete payment for the exchange of fee interests in the City Property and the Bastida Property, City shall provide to Bastida the signed grant deed for the City Property in the form attached as Exhibit "C" plus the sum of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000:00), .and Bastida shall provide to City signed grant deeds for the Bastida Property in the form attached as Exhibit "D". 3. Escrow 3.1 Escrow Agent., Within five (5) days from and after the execution of this Agreement by all Parties, City" agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California ("Escrow Agent'). This. Agreement constitutes the joint escrow instructions of the Parties and a duplicate original of -this Agreement shall -'be delivered to the Escrow Agent upon the opening.of the escrow ("Effective Date'D. 3.2 Escrow Agent Authorization. The Escrow Agent hereby is empowered .to act under this Agreement and the General Escrow Provisions, attached hereto as Exhibit E and incorporated herein by reference, and upon indicating its acceptance of this Agreement and the General Escrow Provisions, in writing, delivered to the Parties within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. 3.3 Escrow Agent Liability. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under this Agreement. 3.4 Closing Costs. 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 Bastida Property to City. City and Bastida agree to split and Escrow Agent is hereby authorized to charge equally to the City and Bastida 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 City Property to Bastida. 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 3.5 Title Insurance. The Parties agree to deliver. concurrently with the conveyance of said real properties, 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 receiving Party therein named as the insured, in an amount equal to the appraised value of the subject property, insuring the title to said real property is free and Page 2 of 17 25C-8 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 the receiving Party may hereinafter expressly agree to take subj ect to. Acceptance by the receiving Party of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by receiving Party of its,right_to, such insurance as is herein required of the granting,Party; nor a waiver by the receiving Party of any rights of action for damages or any other rights which may accrue to the receiving Party by reason of the failure of the giving Party to convey title or to provide title insurance as required in this Agreement. 3.6 PronertyTaxes. (a) Such real property taxes, if any, on the subject real properties for the fiscal year within which said real property is conveyed.to the receiving Party as are unpaid at the time of said conveyance: shall be cleated and paid in accordance with the provisions of Section 4986 'of the Revenue and Taxation Code of the State of California. (b) The granting Party 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 the receiving Party is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to the receiving Party 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 the granting Party has prepaid any taxes or assessments attributable to the subject real property, the granting Party shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, the receiving Party shall assist the granting Party, at the granting Party's sole cost, in obtaining said refund, if any; however, in no case shall the receiving Party credit or otherwise pay the. granting Party for that refund, if any, through or outside of Escrow: (c) All unpaid taxes on either property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by the granting Party before conveyance of said real property to the receiving Party. 3.7 Deposit of Funds and Documents. (a) Prior to,Close of Escrow; the. Parties shall deposit into Escrow (i) all escrow and Closing Costs as described above; and (ii) such other documentation as is necessary to close Escrow; (b) Prior to the Close of Escrow, each Party shall deposit.into Escrow (i) the properly executed grant deed for conveyance of each Property; (ii) a duly executed bill of sale, assignment and assumption agreement with respect to the tangible and intangible personal property included in, each Property; and (iii) such other documents and sums, if any; as are necessary to close Escrow in conformance herewith. Page 3 of 17 25C-9 3.8 Conditions Precedent to Close of Escrow. The obligation of the Parties to exchange the Properties as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of each.Party set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Each Parry shall timely perform all obligations required by the terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written ,agreement of Title Company to record the grant deeds at the Close of Escrow and to issue the Title Policy to the receiving Party, effective as of the date and time the deed is recorded; and,, (d) No material adverse physical change to either Property, including those caused by condemnation and/or casualty, shall have occurred subsequent; to the Effective Date and on or prior to the Close of Escrow. 3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon and after ("Close of Escrow"): (a) Conveyance of the City Property by the City and the Ba§tida'Property by Bastida as hereinabove provided; (b) Acceptance by Bastida of a Grant Deed conveying the City Property, and acceptance by City of a Grant Deed conveying the Bastida Property; (c) Delivery to each Party of the policies of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying the City Property and the Grant Deed conveying the Bastida Property. 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 either Property that cannot be resolved in Escrow, then either Party 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. 4. Representations and Warranties 4.1 Representations and Warranties of City. City, makes the following, representations and warranties with respect to the City Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which the City is at present a party or by which the City is bound. Page 4 of 17 25C-10 (b) To City's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the -environmental, health and safety aspects of the City Property is pending, proposed or threatened. (c) City will not enter into any agreements or undertake any new obligations prior' to Close of Escrow that will in any way burden, encumber orotherwise affect the City Property without the prior written consent of Bastida (d) City is aware of its obligation under California Health and: Safety Code Section 253.59.7 to disclose any knowledge which they may have,regarding any release of. Hazardous Substances (as defined by applicable federal, state and local "statutes, rules and regulations) upon or under the City Property.. (e) To the best of City's knowledge the City 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 rales, regulations, and ordinances of the City, the.Califomia'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. (t) City, as a government agency, has not been subject to -real property tax assessment on the City Property. Transfer of title to the City Property to Bastida at the Close of Escrow will subject the City Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of Bastida henceforth. 4.2 Reoresentations and Warranties of Bastida. Bastida makes the following representations and warranties, with respect to the Bastida Property, each of which shall.survive Close of Escrow: (a) The execution and delivery of this Agreement, performance 'hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Bastida is at present a party or by which Bastida is bound. '(b) To Bastida's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the Bastida Property is pending, proposed or threatened. (c) Bastida will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber: or otherwise affect. the Bastida Property without the prior written consent of the City. (d) Bastida is aware of her obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, Page 5 of 17 25C-11 rules and regulations) upon or under the Bastida Property. Bastida warrants and represents to the City that Bastida is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Bastida Property. (e) To the best of Bastida's knowledge the Bastida 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 bther 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, 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. 5. Right of Possession 5.1 Right of Possession. The Parties agree to deliver to each other quiet and peaceful physical and legal possession of the respective Properties, free of all personal property, effective: as, of the Close of Escrow. The City shall not need to seek a writ of possession in order to obtain access or otherwise secure the Bastida Property after close of escrow. To the extent that any writ of possession is required, or the City seeks a writ of possession, the parties hereby agree that the City is entitled to seek an immediate writ of possession three (3) days after close of escrow, and Bastida agrees she cannot oppose the issuance of any writ of possession as of that date. 6. As -Is Condition 6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due Diligence Investigations of the subject. Properties with regard to any physical condition or state of the Properties. By completing the exchange of the Properties, Parties evidence their unconditional acceptance of, the condition of each respective Property. Parties acknowledge and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis. Parties. are not offering to acquire the respective Property based on any representation by the other:Party, or a third party, except those expressly set forth in this Agreement. Parties hereby acknowledge that the exchange of the Properties is without warranties of any kind from the other Party, expressed or implied, except as expressly set forth in this. Agreement, as to the condition of the subject Property or its improvements, if any, including, without implied limitation, soils, access to the subject Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the subject Property. Patties do not warrant that either Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. Acknowledgement of Full Benefits 7.1 Full Benefits. By execution of this Agreement, the Parties hereby acknowledge that this Agreement provides full payment for the acquisition of the subject Properties, and each Party hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already Page 6 of 17 25C-12 expressly provided for in this Agreernent.t 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 subject Properties. 8. Remedies 8.1 Remedies. If either Party defaults under this Agreement, and such default is not cured within thirty (30) days following the date of written notice of default, then the other Party may either: (i) terminate this Agreement by written notice, whereupon, this Agreement and the obligations of the Parties hereunder shall terminate (other than those. obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. A iseellaneous 9.1 Notice. All notices or othercommunication provided for under this Agreement shall be in writing, and shall be delivered ,personally, sent by reputable overnight mail equivalent carver, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the person to receive such notice or communication at the following address and shall be effective upon the earlier of actual receipt or refusal to accept delivery: If to the City: The City of Santa Ana Clerk of the. Council 20 Civic Center Plaza P.O.,Box1988 Santa Ana, CA 92702 With a copy to: City Attorney 20 Civic Center Plaza (M-29) P.O. Box' 1988 Santa Ana;: CA 92702 If to Bastida: Victoria Vargas Bastida 2201 S. Bristol Street Ana, na, CA 92704 Notice of change of address shall be given by written notice in the manner set forth in this subsection. 9.2 Time is of the Essence. Time is of the essence with respect to each and every provision hereof. 9.3 Waivers. The waiver by either Party of any breach of any covenant or agreement herein contained on the part of the other.Party-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. 9.4 Assienment. Neither this Agreement, nor any interest herein, shall be assignable by any Party without prior written"consent of the other, non -assigning Party hereto. Page 7 of 17 25C-13 9.5 Inurement. Subject to the restrictions against assignment as herein contained, this Agreement, and all the terms, covenants, and conditions hereof, shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of the respective parties hereto. 9.6 Governing Law. All questions with respect to this Agreement, and rights and liabilities of the Parties hereto, shall be governed by the laws of.the State of California. Venue shall be in the County of.Orange. 9.7 Attorney Fees. In the event of any controversy, claim or dispute between the Parties hereto, arising out of or relating to this Agreement or the breach thereof, the'prevailing party shall; be entitled to recover from the other party reasonable expenses, attorney fees and costs. 9.8' Entire Agreement. The Agreement contains the entire. agreement of the Parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations; agreements, -arrangements, or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. 9.9 Additional. Documents. All Parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement. 9.10 No Merger. All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deeds. 9.11 Contingency It is understood and agreed between the: Parties hereto that the completion of thistransaction, 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. 9.12 Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Parties. 9.13 Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the clusion of which would adversely affect the validity, legality, or enf conorcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 9.14 Cantions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing" this Agreement. 9.15 No Relimce•by One Party on the Other. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof.. The provisions_of this Agreement 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. Page 8 of 17 25C-14 9.16 No Third Party Beneficiary. This Agreement is intended to benefit only the Parties Hereto' and no other person or entity has or shall acquire any rights hereunder. 9.17 Duty to Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute and deliver such fiuther 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 terns and conditions of this Agreement, without cost. 9.18 Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body.of this Agreement. 9.19 Authority to Execute A eement: The persons executing this Agreement and the. instruments referenced here.in'on behalf of City and Bastida hereby represent and warrant that such persons have the right, power.and authority to bind City" and Bastida, respectively, Bastida shall indemnify Cityfully, 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. 9.20 Counterparts. This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be. equivalent to a signed original for all purposes. (SIGNATURES ON NEXT PAGE] SIGNATURE PAGE TO AGREEMENT FOR EXCHANGE OF REAL PROPERTY IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY: CITY OF SANTA ANA,, a California charter city and municipal corporation Page 9 of 17 25C-15 Nm Raul Godinez I1 City Manager ATTEST: By: Maria Huizar Clerk of the Council APPROVED AS TO FORM: By: L J n M. Funk Assistant City Attorney M. By: Edwin "William" Galvez, PE Acting Executive Director, Public Works Agency BASTIDA: Victoria Vargas Bastida,,an individual By: f'/trl nr.a.,11_, Victoria Vargas Bastida Page 10 of 18 25C-16 CITY PROPERTY EXHIBIT "A" LEGAL DESCRIPTIONS -1251 WEST CAMILE & "1239 WEST RAYMAR STREETS All right title and interest of Seller in and to that certain real property located in the City' o£ Santa Ana; Orange County, California, described as follows: Lot 16 of Tract 1466, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 43, Page(s)13 of miscellaneous maps, in the Office of the ;County Recorder of said County. Lot 22'of Tract 1470, in the City of Santa Ana, County of Orange, ;State of California as per Map recorded in Book -44, page 25 of miscellaneous maps in the officeof said county. APN# 010-111m02&010-28149 Page 11, of 17 25C-17 BASTIDA PROPERTY EXHIBIT'S" LEGAL DESCRIPTIONS 2201 & 2205 S. BRISTOL All right title and interest of Seller in and to that certain real. property located in the Ciiy'of Santa Ana, Orange County, California, described as follows: LOT 194 OF TRACT NO. 1192, IN THE CPTY OF SANTA ANA; COUNTY OF ORANGE, STATE OF. CALIFORNIA AS PER MAP RECORDED IN BOOK 39, PAGE(S)16 AND 17, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LOT 193 OF TRACT 1192 IN THE CITY OF SANTA ANA;, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGE(S) 16 AND 17, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN # 015494-23 & 015-194 24 Page 12 of 17 25C-18 EXMIT «E» (First American) 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 doonimnts, 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. Page 17 of 17 25C-19 25C-20