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HomeMy WebLinkAboutJOAN KOLLER AND LAURO GAURANO - 1995-09-18Recording Requested By ORANGE COAST TITLE of LOS "' ZLES RECORDING REQUESTED BY 600 30 {�{ AND WHEN RECORDED MAIL TO rNAME rcity of Huntington Beach STREET City Clerk ADDRESS 2000 Main Street Huntington Beach, CA 92648 CITY STATE ZIP L J GRANT DEED ASSESSORS PARCEL NO * See below TITLE ORDER NO ESCROW NO Recorded in the County of Orange California Gary L Granville Clerk/Recorder 10 00 004 10001984 10 31 19950510793 3 58pm 11/16/95 G02 2 04 0 00 7 00 3 00 0 00 0 00 0 00 0 00 0 00 0 00 I- I-- THIS SPACE FOR RECORDER S USE ONLY The undersigned Grantor(s) dqlare 1c that the DOCUMENTARY TRANSFER TAX IS $1W_0Kjl�'l,ounty $ City computed on the full value of the interest of property — conveyed or computed on the full value ess the value o-"tens-or- I� — encumbrances remaining thereon at the time of sale IT OR transfer is exempt from tax for the following reason TRA * 0247 143-12, 024-143-17 and 024-143-2 3 FOR A VALUABLE CONSIDERATION receipt of which is hereby acknowledged Grantor/Seller Joan Koller, a widow, and Lauro M Gaurano and Renate A Gaurano, Trustees of Nf the Gaurano Family Trust dated September 20, 1994 hereby GRANT(S) to Grantee/Buyer The Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic All that real property situated in the City of Huntington Beach M46273-3 - 23244-DC County of Orange (name o1F city or unincorporated area) State of California described as Lots 1, 2, 3, 4, 6, 8, 12 and 14 in Block 304 of Huntington Beach Tract, in the City of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps Complete legal description set forth on Exhibit "A" attached hereto and made a part hereof Dated November 9, 1995 STATE OF CALIFORNIA )SS COUNTY OF Qj 24 1 On A/0V /S /995'bef a me .enilis personally appeared __T,-x , ,a//, ,(pro I11-9a�cr/'�a 'W'd 17e4ojot�" W_ (�'�aurahG personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted gxecuted the instrument WITNESS my hand and official seal Signature MAIL TAX STATEMENTS TO Same as above o n Koller Gaurano Family Trust dated September 20 Lauro ano, Trustee By /%i 1 0 f� , Renate A, Gauryno, Trustee (This area for official notary seal) NAME ADDRESS CITY STATE & ZIP FPS/00 5 1 12/93 THIS FORM FURNISHED COURTESY OF ORANGE COAST TITLE COMPANIES EXHIBIT "A" r This Exhibit "A" is to be attached to that certain Grant Deed, dated November 9, 1995, executed by Joan Koller, a widow, and Lauro M Gaurano and Renate A Gaurano, Trustees of the Gaurano Family Trust dated September 20, 1994, conveying to The Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic, the following described property, located in the City of Huntington Beach, County of Orange, State of California, described as IYI OT16DDO LOTS 1 AND 3 IN BLOCK 3 04 OF HUNTINGTCN BEACH, IN THE CIW OF BEACH, TEE C10UN7Y RECORDER OF • // ••' EXCEPT E1- al -.• •IL, GAS, MINMWZ AND • ICI- HYMMUMCM, BELOW A DEPTH OF 500 FEET, WITIMT 713E RIGHT OF SURF21= ENMY, AS RESERVED IN DEEMS OF RE1MRD . • • •E1 LOTS 2, 4, 6 • It 8 IN BLOCK /' OF I / •: BEACHIN THEOF HUMMUMN BEACH, SHOWN ON P • RECORDED IN BOOK 3, PAGE 36, OF 1 =1WL MAPS, IN THEOFFICE OF I COUNTY •• • D9P OF /D COUNTY EXCEPT E NORMWESTERLY 10 FEET OF ` 1• LOTS AS •=ly 1191/ 13Y THEOF HUMMMW BEACH BY FINAL DECREE RECORDED DECEMBER, 3, 1923 IN BOOK 500, PAGE 278 OF DEEDS, RECORDS OF M ORANGE CXZnY L= 12 AND 14 IN BLOCK 304, OF HUNTINGION BEACH TRACT, IN THE CITY OF HU TTINGIC%T BEACH, AS PER MAP RECORDED IN BOOK 3, PAGE 3 6, OF MISM .I ANEC)M NAPS, IN THE OFFICE OF THE OOTIlS!'Y RECORDER OF SAID C OUN'I'Y EXCEPT THE NORTHWES'=Y 10 FEET OF SAID LOM AS COMMANED BY THE CITY OF HUN7MUICN BEACH BY FINAL DECREE RECORDED DECEMBII2 3, 1923, IN BOOK 500, PACE 278 OF DEEDS, RECORDS OF SAID ORANGE C (MMY a► all• I�1- �1 - a • • u 191- . I• • IBI- >, -,• v -�_ •: '. a �+ • �I�1- • / � � ,• I - r • • •+ � -ICI- �I/ / � �I�+r. • - a•• - / I'd r W ka is CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated November 15, 1995 from Joan Koller, a widow, and Lauro M Gaurano and Renate A Gaurano, Trustees of the Gaurano Family Trust dated September 20, 1994, to the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No 76 of the Agency and the grantee consents to the recordation thereof by its duly authorized officer Dated November 16 1995 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK �By Deputy Clerk g \followupWoccicert (Telephone 714536-5227) Jrr+.u' Page 2 - Council/Agency Aenda - 9/19/95 �.J (2) Closed Session - City Council pursuant to G.C. Section 54956.9(a) to confer with its attorney regarding pending litigation which has been Initiated formally and to which the City is a party. The title of the litigation is 1n Re: Orange County; U.S. Bankruptcy Court Case NSA 94-22272 �•►� JR Administratively Consolidated with Case #SA-94-22273 JR; Joint Agreement of the County of Orange, the Official Investment Pool Participants' Committee and Each Option A Pool Participant for Resolution of All Claims Against the County of Orange. (120.80) Closed Session - City Council pursuant to G.C. Section 54956.9(a) to confer with its attorney regarding pending litigation which has been Initiated formally and to which the City is a party. The title of the litigation is In Re: Orange County; U.S. Bankruptcy Court Case NSA 94-22272 JR Administratively Consolidated with Case #SA-94-22273 JR; Orange County Bankruptcy Case. (120.80) Closed Session - Redevelopment Agency pursuant to G.C. Section 54956.9(a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the Agency Is a party. The title of the litigation is Department of Economic Development v. Welts Fargo U.S. District Court Case No. 73 71 17. (400.50) Closed Session - Redevelopment Agency pursuant to G.C. Section 54956.9(a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the r.gency is a party. The title of the litigation is Redevelopment Agency v. Koller, et al. Orange County Superior Court Case No. 73 39 49. (400.50) [Approved Purchase & Sale Agreement and Litigation Settlement Agreement and Release By and Between the Redevelopment Agency and Koller/Guarano, and Approve Agreement of Settlement and Mutual General Release by and between Redevelopment Agency and Koller/Guarano and Authorize Agency staff to open escrow as described in the agreement and appropriate funds to purchase site (9.7 million) Approved 7-0] Closed Session - City Council pursuant to G.C. Section 54956.9(a) to confer with Its attorney regarding pending litigation which has been initiated formally and to which the City is a party. The title of the litigation Is Lewis Jorge Construction Management v. City Orange County Superior Court Case No. 73 83 87. (120.80) Recess Council/Redevelopment Agency to Closed Session The City Council and the Redevelopment Agency of the City of Huntington Beach xill regularly convene in joint session for the purpose of considering the following City Council -Redevelopment Agency Agenda items. The Huntington Beach Parking Authority. the Huntington Beach Public Financing Authority arc also agencies on which Council serves as members. On each Agenda these Agencies may have items schedule. (2) IM MEETING ASSISTANCE NOTICE - AMERICAN'S WITH DISABILITIES ACT In accordance with the American with Disabilities Act the following services are available to members of our community who require special assistance to participate in City CouncillRedevelopment Agency meetings. American sign language interpreters. a reader during the meeting, and/or large print agendas. Please contact the City Clerk (7I4) 536-5227 to make arrangements. To make arrangements for an assistive listening system (ALD) for the hearing impaired, please call Building Maintenance Department (714) S36- 5534. (Notification 71 hours prior to the meeting will enable the city to make arrangements to ensure accessibility to this meeting.) ACTION AGENDA CITY COUNCIUREDEVELOPMENT AGENCY CITY OF HUNTINGTON BEACH MONDAY, SEPTEMBER'18,1995 5:00 P.M. - Room B-8 6:30 P.M. -Council Chamber 5.00 P.M. Room B-8 Call City Council/Redevelopment Agency Meeting to Order Roll Call: Harman, Basler, Sullivan, Leipzig, Dettloff, Green, Garofalo [Present] _ Cali Closed Session of City CouncillRedevelopment Agency Closed Session - City Council pursuant to G. C. Section 54957.6 to meet with Its designated representatives William Osness, Personnel Director and Daniel Cassidy, Esq., Liebert, Cassidy & Frierson regarding labor relations matters - meet ILK confer re: the following employee organizations: MSOA, POA, PMA, MEA, MEO, HBFA, & SCLt_A. (120.80) Closed Session - Redevelopment Agency pursuant to G. C. Section 54956.9(c) to confer with its Attorney regarding pending litigation. Based on existing facts and circumstances, the legislative body of the local agency has decided to initiate or is deciding whether to Initiate litigation. Number of Potential Cases 1 Coultrup; and pursuant to G. C. Section 54956.8 to give Instructions to the Agency's negotiator, Ray Silver andlor Stephen Kohler, regarding negotiations with Jon Coultrup concerning the Coultrup D. D. A. Instruction will concern: price and terms of payment. (400.50) Closed Session - City Council pursuant to G. C. Section 54956.9(a) to confer with its attorney regarding pending litigation which has been initiated formally and to which the city is a party. The title of the litigation Is City of Huntington Beach v. Merrill Lynch Pierce Fenner R Smith, Inc. et al. United States District Court Case No. SACV95-189 LHM(EEX). (120.80) City Clerk's Computer Bulletin Board Access to City Councll Agendas Is Available Prior to Council Meetings fTelephone No. 374-4215) V �i r CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION TO: CONNIE BROCKWAY, City Clerk FROM: GAIL HUTTON, City Attorney DATE November 14, 1995 SUBJECT: Third Block West DDA ?-,P- , I►try fs Transmitted herewith are the Trust Deed and Promissory Note required for the Redevelopment Agency to receive the Developer's Advance for the purchase of the Koller/Gaurano property as authorized by the Third Block West DDA. The documents have been approved as to form by this office, and need to be executed as follows: 1. Promissory Note: Chairman, Executive Director, Agency Secretary 2. Trust Daed: Chairman, Secretary I apologize for the short notice; unfortunately, these documents are needed in escrow by Wednesday morning, November 15. Thank you for your cooperation. GAIL HUTTON, City Attorney /pda Attachments: 1. 2. Trust Deed Promissory Note c: Michael T. Uberuaga, City Administrator Ray Silver, Assistant City Administrator Steve Kohler, Economic Development 045memosl3bwdeeds e" v ICG"P' BROWN, WINFIELD & CANZONERI INCORPORATED ATTO R N CY3 AT LAW JJ CALIFORNIA PLAZA 700 SOUTH GRAND AVCNUC. SUITE 1500 J. KENNETH SROWN TNOMAS F. WIN►IELD III ••',�1�4r,1OS ANOCLES. CALIFORNIA 00071-312S }" ANTHONY CAN20NCRI TELEPHONE: VIC KI C. LAND ;�,'i'V �1t JAMES C. CAMP T,1 -( f., 12131 667-SiCO STEVEN AG RAM iI �L 1 f.�l OCNNtS S. ROY MARK W. STZRCS KATHARINE ARAUJO MILLER SCOTT H. CAMP&ZLL JOSMUA C. OOTTMCIM MUIRA K. SCTNI T R A N S M I T T A L M E M O R A N D U M TELC COPIER. [! 13. 667-21+0 FILE NO: DIRCCT DIAL NO- TO: Paul D'Alesardro City of Huntington Beach FROM: Dennis S. Roy, Esq. DATE: December 7, 1995 RE: JT Development Company LLC ENCLOSURE(S): Copy of a Deed of Trust dated November 15, 1995, in connection with the above -referenced matter. [ 3 FOR YOUR INFORMATION [ ] IN ACCORDANCE WITH YOUR REQUEST [ ] FOR YOUR REVIEW AND COMMENTS [ ] PLEASE READ AND TELEPHONE HE [ 3 PLEASE ADVISE ME HOW TO REPLY [ ] FOR YOUR SIGNATURE [X] FOR YOUR FILES I 1:\D0CS\SEC\3219941ADU2.6H/1 09/07/95-1 . , RECORDING R1:GUES1E0 0 I EXHIBIT 'B' �i Ratart:a, Regots'.r! or. 0WP,EtOASTTITLE of LCS MGMS AND WHEN RECORDER MAIL TO BRIM. WINFIELD i CA.420NERI. INC. N«�. 2100 S. Grand Avenue, Suite 1500 s""sI Los Angeles, CA 90071.3125 Ad,".N c:tv • Attn: Dennls S. Roy VA.. L lW) Racartled in the County of Orartgv. CaliforniaGary E. Gra(willo. Clark/RecorCer 006 10001984 10 31 1995054794 3:58pm 11/16/95 Oil A]B S 0 14.00 0.60 12.00 e.0o 0.00 0.00 0.00 0.00 15.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE - CAT, Iao. M*PO41069 LONG FORM DEED OF TRUST AND ASSIGNMENT OF RENTS To 1 W 7 CA I4-431 loot EN01 THIS DORM PURNISHEO 0Y InCOR TITLE INSURERS ?his Deed of Trust, made this 15th day of Novelrter, 1995 , between 511.i Redevelopment Agency of the City of Huntiagton,8each, pu521c body, corporata and politic. herein called Trustor. whose SGIIMSIS 2900 Main Street, P. 0. to; L90, Huntington Beach, CA 9264 CRANGE COAST TITLE Inu-sow ales) mf.ell Icitv) totals) IV0 TclBfi'x:Ts);TilLfx�l.'kStlf��r7tifz�Q(ydl:ikYLlfrxk2#zflCiT,U11, a Cilifornia Corporation. herein called Trustee, and .I= Development Company, LLC. a California limited liability company, n , herein called Beneficiary, rt ► )irirrtesseth: That Trusior rAREVOCAOLY GRANTS. TRANSxERS AND ASSIGNS TO TRUSTEE IN TRUST, wrrH POWER OF 1i SALE. that property in thor City of Puntington Beach. orange County. California, described ss: SEE EXHIBIT 'A• ATTAC11E0 HERETO ANO 111COVORATED HELM ST THIS REFERENCE TOCETHER WITH the rents, issues and profits thereof, SUBJECT. HOWEVER, to the right, power and authority hercin- after [iron to and conferred upon Beneficiary to collect and apply such renu. issues and profits. For the Purpose of Securing - I. Performance of rich agreement of Trustor herein contained. 2. Payment of trot indebtedness evidenced by one prom- issory note of even date herewith, and any st tension or renewal thereof, in the principal sum of f _5 ee note executed by Trustor in favor of BeneGcisry or order. J. Payment of such further sums u the then record owner of said prop - arty hereafter may borrow from Benertc"tary, when evidenced by another tote (or nDtes) reciting it is so secured. To Protect the Security of This Deed of Trust, Trustor Agrees: III To le*fo sold Med*rty Inge" eandltlerl snot fodalrl MI to remove of deme111h any building Ihsfaefil to clemOLals of resters MemPtly ales) M aflOd e,MlemannMe 1M.~ any elrtldlM whim may be constructed. damaged or destroyed thMeOh and to may 1~ dwo ail clalmo fdf labor serfdom" and malarIH{ tufhlMed Ina *tell 10 eOTOIY ant" All Latta affaclfne pre Meaarl Y. M fees..fli.O any altaall}A, w Irn}r*afrMr.lf le made IMleeni MI to commit Of permit 0411* Iholteft MI to commit. guide, SeeOMmil any act we" taw PfeoMhr In rfYfoldo" of fdm.m to e.s=lo. while. owlllll., lumtrale. persons has 09411 6111M §cjs Mnkn hom the chascl f e. •1* df laid Property may oe NalOnaely hKfllafy. tM c"cine enomeralLan* n.rNn "a e.eluol..e the wh rsl. of 131 TO &*"or Inand Mend any aelioa Of M6trsdlne dwowtlnP to 1"'m Ma /*eurltY MrNf M mle fgn11 M Pa., of 0*nefletarY Pa TfYf1a11 &ad le NY aq aside aM 0a0*nses. lod"Ind ceq of a.60Mlce Of title see s11w"el ("I In a faalor.l Yla sun. In any suth aclfers w Me<"ding M ..hlth 44"tldary or Totem" salt' moclear. and In any oust brought by eem$Fcm" to fogoc101e Insl G.". Is 1 To Pays at )sait Igo days Oefwe dellndesACN all tall" and ast"smanm atIKTIAi sold Preo*rty. w/c1u61110 assessments on sOOurlmant Y.31" side%; -hrn due. all lacumaefar.c.t6 cna19./ and 11*111, With Int"*lt. en said Property at any Pan thereof. l.sdcit sager to be Prefer for {VOMIO} levels; all eOttI6 feel and ame*nlal el this Times, Should Trdllw fall le enafle MAY daym*..1 Per to dot any Kt as leMHrl }rdelded. Men Sanallelafy Or Trrll". but w1lnc.11 eelleatloh 1010 00 bad rnth0..t Mllce le df 1whand VoOn TruttM and without evildoing Truitor room any ebllea116n hwo61. move make w 06 the lame MI sucn Tanner shot to ouch r.I Mt 11 Nlhff MAI da.%Me.stary 10 MOtatt Inc Ist.Mltif hwNl. MMnO"v w Trust** Mlne aulnwllyd le anlM Olson said 0,00-tiv fw such OVfeoi.11 aaOsar in and defend any scltwe er weceselhe Wfawth.o to offetl IM Macuflly haradf M Ina men11 of OOr*rl 0, aaMllclerI M Trust**1 Par. Purchase. con.est M eemwe.hlle any IncumbrvKe. ehal0* of 11*% .Arica In in* judpnant of either s0}Iar11ee of Filed or 1u}"lef herel0; and. In sauulln0 any Such 00-011, PST Asc"YrY OX0406M am Pl6y aduAMfl and pay nl1.uldnasle fees. I%r T/ Oar lmmplaffry loot wllheuf drrhawd Alf Winl fe o.}eh0f0 aY aeh.rlc4ry w TI V.1r*. win IrI1H.N if" Palo Of ar0*Mltw*,A 2q.1 a.ibltl):7�1-t71pf�R T?X a` ItR'�1[ cat7�L7,ee As nsPt11171x 7m�la[ �1'lJ1YI IlJ nlmnnlutaltllpld 11 afla c x7M L 1KaasLn]oalaAla>f aAp[ sifLaait ,14eR+peyatasduagacJtRiM><a Jnelanst7llM lelCa 2nw�l1aat11sa1K 111111}}���e FnlQdlq[T1 11}ardiftaMfl}}aaxdPxon�sp ap IK-%RR xlaedaan■■yot><sn.mt■x a[ a rate eqw to twelve percent "Ly�r or the �ttghest rate perstltce6 1y �iIf, whichever is less. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT MAYB�GE L ICHNS(W State of comma i 9918ds z Notary A bac — Cc r: orric County of azct�3 .- - CRANCE COMM My Comm. E=ira MAY 11.1957 On Is' 1 S before me, a- Gna , - Name aM TIN Of ok-Ar re.9.. Jana C.". PVW-) O personally appeared QA— Nanwsj of iq+�lsl 121personally known to me — E M I. to be the pemon(E) whose name(1)Ware subscribed to the within instrument and acknowledged to me that hekAerthey executed the same in his-A-en!their authorized capacity ie , and that by MAYME t-JOHNSON hWA; Pheir signatures on the instrument the person(§), #991E.'.5 or the entity upon behalf of which the person(;, acted, riOt°r�rP—C�11f0m executed the instrument. CRANGE C My C=trn. E=4es 1WAY 11. WITNESS my hand and official seal. /j &r4we or Naary Puw c OPTIONAL Though tie information below Is nct required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this fcn f to another document. Description of Attached Document Title or Type of Document: tz z=2sg_ rx-s� d *,e %iftl� l a - Document Date: 111 9S Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: I we ❑ Individual ❑ Corporate Offcer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ®'"Other. Signer Is Representing: Top of ihLxno hero Signer's Name: _Z?0_ ze,er F Ci ❑ Individual © Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General 0 Attomey-in-Fact. ❑ Trustee ❑ Guardian or Conservaf W✓Dther. Of BUM here Signer Is Representing: c i m NAoww Notary Asaxuoon - fi 8 Panrnat Ave- P.O. box 7184 - Ca" Pam CA f 1309-7154 Pros. No. S907 Aaordar. Gad TW-F»o 1-8004704W q EXHIBIT "A" GAL DESCRIPTION OF -PRO Lots 5, 71 91 10, 11, 13, and 15 through 28, inclusive, of Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Back 31 page 36 of Miscellaneous Maps in the Office of the County Recorder of said County. i - \C=\IdP\32XG6V k lFA.ZW "5- C4/04M- I EXHIBIT "B" This is a Rider to that certain Deed of Trust (the "Deed of Trust") dated November 15 • , 19 95, executed by T.HE CITY OF i:UHTINGTON BEACH, a public body corporate and politic, and THF. REDEVELOP..%NT AGENCY OF THE CITY OF h'UNTINGTON BEACH, a public body corporate and politic, collectively as Trustor, to ORANGE COAST TILE, a California corporation, as Trustee, for the benefit of NEWCOHB/TILLOTSON DEVBLOPKE_NT COMPANY, a California general partnership as Beneficiary, and supplements the Deed of Trust as follows: 1. Acceleration. Upon the occurrence of an "Event of Acceleration" (as hereinafter defined), Beneficiary may, at its option, declare the entire amount of principal, all accrued and unpaid interest and other charges thereon, and all other unpaid aaounts herein, to be immediately due and payable. An "Event of Acceleration" as such term is used -herein, shall exist if Trustor shall, wit -bout the express prior written consent of Beneficiary, do or suffer any of the following: (a) sell, transfer, convey or assign any interest in the property secured by the Deed of Trust ("Property") or any part thereof; (b) further encu=ber, alienate, hypothecate, grant a security interest in, or grant any other interest whatsoever in the Property or any part thereof; . (c) enter into any agree«ent whereby any of the holders of any prior or subordinate mortgage or deed of trust waives, extends or modifies any of the terms of any such prior or subordinate mortgage or deed of trust in a manner which would diminish the value of the security interest herein .•granted to Trustee for the benefit of Beneficiary; or (d) default on any prior or subordinate mortgage or deed of trust. I s\D=%WP%M06&WFA.ZZ/3 -7- C4/"/95-1 RECORDING REQUESTED R EXHIBIT "B" iiaaw, AND IftwEAi RECORDED MAIL TO r- --I N"ea BR9Y,Y, WMFIE.2 A CARZONE.if, JAC' 3CO S. Grand Avenue. Salto 1500 Los Angeles. CA 9CC71-3125 rtY ` LAttnt Deinis S. Roy un f -SPACE ABOVE THIS LINE FOR RECORCER'S USE----'--� CAT, NO, NNofOms LONG FORM DEED OF TRUST AND ASSIGNMENT OF RENTS To 1141 CA 1e-65110PIN eNDI TI4I1 FORM FURNISHED By TICOR TITLE INSURIRS A N This Deed of Trust, made this 15th day of ldoveribez, 1995 , between Redevelopment Agency of the City of Huntington Beach. public body, corporate and politic. herein ealfedTtustor, whose aaaress Is 2003 Main Street. F. D. Box 190. Huntington Beach, CA 92648 ORANSE COAST TITLE Iallfhaaf And tlra.tl Wall IeMlal fatal Tt1ti]CtktcTeltifxlSitltJx1Lt4tifr11HX1tAfEx>DAt2#�t�txlftA, a California Corporation, herein tilled Trustee, and ,TP Development: Company. LLC, a California limited liability company, . herein called Beneficiary, Witnessetht T:iatTrustor tmvocAstr GRANTS, TRANSFERS AND ASSICV5 TO TRUSTEE IN TRUST, WITH POWER OF SALE, L�at property in the Cl ty of Huntington Beach. Orange County, California, described as: SEE EXHIBIT "A" ATTACHED HERETO )LnD ISCORPORATEO 11301 Of THIS REFERE.MCE TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER. to the right, power and authority hetein- after given to and conferred upon Sentraciary to collect and apply such rents, issues and proliu, For the purpose of Securing: 1. performance of each agreement of Trustor herein contained, I. Fayrr.-lent of the indebtedness evidenced by one ptom- iswry note of even date herewith, and any extension at renewal thereof, in the principal sum of S see note executed by Trustor in favor of Beneficiary or order. J. Payment of such fur6cr sums as the then record owner of said prop- erty hereafter may borrow from BcneSciary, when evidenced by another note (or notes) reciting it is so secured. To Protect the Security of This Deed of Trust, Trustor Agrees: III To hMb Mid eraoe ty In good gwanlon Ras "oewt net to Ienaya M deatellsh Any WIA11M IMrgoal ss ewio4ta W /f,tWg MaAa1M and M eON —orhrnballMe flibnam Any W11e109 which Okay N CornifYaled. Nrrtat.e M N.IIOYM N"ten "1e In Say w1iM erw .ol cla Uha lef labor a"IMrweo Ind rl.t"411 IWrit.wad W relay, to gaaioly wrth grl iawa alf."ira Yon anea".Y. W refs wine Any aot"e1Nr4"lraMo+ avale to be made Ih"eelll h01 to Commit M Petrillo wade th"OOh met to tonloriil, wr1" W awwak any bet eeeA tale MOO"lv Is. Halation of 'owl IA tun-ofo. fnW44. Imillreg. f —lbote, ofyrll and ar Alf otflaf gets "MICA !foal tRd ~aam elf as" of Ma p,*~Iy may be feefeMofy ow"c"'y. Iha smecilie eraora"alloal h"soh MI eeclaatng IM e.noral. t31 Ta canner M and NItM any eel less M eldCaaeing awdwtl" SO allact Iha "clrn7 h"goi M sit/ flgnot Or 90 e % of Nn/fttWy N TrYsltar and to NY asf tern And fa p.n—% Iacftrdlttg Lett of g.ataea Of aria aM altomay's taw In a reatonaDis aunt. In any swcn action Ar Vote.dlnt in ed+lelo {AM Iota of Ir late ei%ev ago".. end In Any suit br*"ht by d"411clary fr le/bcle" thin brad. N 1 TO Myl AI Mast tan colt befofe delinooenev all Main one AIMNANnta Alrsainq Mid mloOartY. Including b."lilwanll On SiOPwullant wAIM Meth. whM dutIn Ir.eulrbrbads. tetargal and lions. with IntMI1t, an "ia arfh.artl Aw a" Riot ~ "$. wOlen appeM Is " aww M snoww lalete; tit eosti laal and aldan"e all Ihll Trutt. Snoeld Trwlef fail to mare any Paya•eM M to ae any Sits as borgln mroylaN. town toe llc4ry ofTrulleg, but w11ho.4 etMNatlon 1e t0 N &Ad rilhOul Amall 10 or dgnand moon TFWIW •rid -11A0W f0l"I to Tlu11q hem L`y oblftalien h"aol. falls Mahe or do the Mate to such nwnnN bad to IUth AatMt at elth+r fnoY O"M McesMry to Melbco the sociality halear, 4 aMllelafy Of TfultaA IMIRg authorlled to Mtn! up" MN Meo"ty Ow Mich swolawel baMM In And 4.14M any scow, or aad rOCeing awrall" 10 ct aflatha "Curtly MNtan ff W r"111 Of Oawarl o1 aaMlkiarY of TfUstNl ply. Oulcha/e. CMtail of cohtMen,1M any Incufftwena. tharos or Man which In tale h.dtlliMt Of e1tMf aeeg"n to N Pew N sumertaf O"elel bad. In ee"Lll.wt Ma. y rich pe/r% 04Y R.cotury egMMs. eM nehaa.y go~ one y hl( 4 flaxweoIgaL IS I TO may 1f1t1Red4t"y and Wrha11 ao haad all trio" 19 elaenafe by eenbr4fars, or Tiultte, wilh w.l"r11 Nu e.tl o01 .e.endilwo.A APd axlaatt aml.yleff�etple as. Nscelatlt,smnAalOa [bnl7lbYKICR rafulhllRsweawhxta [srsax axasitarTsat awasauuoD+walstliwaaas,Iaxwl Rion,n.411g>aldixbRRag]IK]bCI1t1K1l hdK%Pe XWKXe1R [[aIRa11if111 [{i FKICa lflf/rSnX RMK�ir11R1[1<arJl[11iat R'i ttxplll a,o[av,anKiwnttol.,t a at a rate cqu+�to treF're yercent 4lLyll or the highest rate 9 rsttte 1r Fir. whichever is less. v e do tf a t nal any aware of "in/an insoattcema wain any coo eminaUse for otmtlg am W w I1n1uri, to JW Progeny of any awl snsraoi a hwoaY asalgn.d and WAN be bola to 1Ww"WafY cone may Sooty Or row$* such looney$ rec4lvea by him In too erne haaner and with the Salem enact as anew ProNON par 4111POUlldn Of proceeds at fit* M other Wurahee. (7) That by accepting payment OI any Sure $vo wed hereby after no due dale, 90-13Clry east.Wt wslw hit right either to 404talfe promPi Payment Aran Owe AS all orhtf seem so mcweo or 10 seWre •otaatl fair laliure ad to may. la ► That At any $tole orINC""limit CO tlms, without liability theffor M0 O wllaut motes, bPOn wrIstsn faeuasl of bryr snaf41eand paa ssl• allot Of this Iliad and µid hole tot shdorµtherlL and without aflsol" the "oonal Pablwly M any ponon for PaYrheal of Ise MMpleaant secured herself. Trwhw hmy$ recomwy may sun of SAM preOan rS 40faellt 10 In* rnaklne Of any Moo M Mat Shlfeall )MO to efeallhP MY earn• teens Ih""at or molt In any ea10t410a gr.onleal M wed aRMrnont tuberdinsure the YM or esmrge fwool, h i That soon will" eyesst at saimliciary Sitting that all GAIMS lawre4 beraby hew poem Pate, and yOOn Sdntheer of this Coad aid Sale "I@ to Trusttt for Cancellation and misMpon and upon Payineral Of Its fN; Trustee $hall racYriwy, wlloOut warranty. to property then aeld hereanOw. Tom aKHalf In each fecOnwyatee OI any tatters or facts shall be sehekisive Drool Of the truthfulness threat. The grans" In Such racho"yonea army be Oossyibod al 'the person M person$ lawny entitled thereto," Fier yaWP after Issuance Of such pu4 townr•yanrp. Trustee MAY Destroy able nets atoll snit Deed tunlass du0clad In such fewµ$ to male thorn). ti 01 That a$ additional µcurelY. Truster hereby N+ief to Sod Confan soon Ito efte"ry the light. Power and bulh rltY. during Ihe Ceiba _ dance Or In*" TF%Al% to Collor IM tents. I6606$ and Droll$$ of said property. reserving unto TIDIIer the fithl. ping 10 any OeleYtl by Traitor In Paymelil of any IMdebleamess secured hereby or In porlermmngs OI may Strooment hereunder. to Collect and retain well rernta. Itgims and profits as they booto" due snd payable. Upon any Such default, beneficiary pay at Ahoy glow without bet" either In pwWn. try +peat, or by a rs. 1laiver to be aepolnted by a ainat. and without regard to the sdodwry Of any ieCursoY far the wwbtodnnt heeby Doctored. enter area" and Sake ressamlon e, Said Progeny Or arty Part thereof, 1n as Pon name lire lot or ethww" aOlf.ci such nML Issues ona voollm Mousing MOM pars due and unsaid, and sDdty Iha sane. fur$ 00411 Orld saP•nses Of Powalmn and C0116c11916 Inosaeg wessotable allornayt lane upon any Inambi• odneo µCured hwoor, sad In SuCm order ea tienerisary omey doferrntine. The antrldg Open and taking possession of SaidproParty. She CopaCtioa Ot Such reatt. issue and profits and the application Morsel as glerOµld. Shelf Ono Cure er walrg any dopauR M hotice pi Palauts h rounorr or Mgtldate say act deer burawnt to Such notice. - tI i i That upon oatauil by fivnw In Pv/msht PS NW Indebtedness µ[wed lmreby. w M t1er1or1marKs Ot any MNeome t hareun6s1,11ae • society may declare all Icons mewed hereby pmnmdislnY due and Payable by delivery 10 TFw1m Of Wition daparatMn of aalaurt and aamand for Sole and Of will" hottn Of default and of Nsnion to Sauer m so mid µla progeny, which lnweca Trustee Soo Canµ to ps tried nor record. MaarlClary also Shelf asoesil with Tfuatee 1hn Det6, meld dolt and all documents a.saenoM ea0vndllurss sutured hereby. AI%w The labµ gl such title al mop lhon Do reeuir""law following the recoraaliels Ol leis ndllu OI estate%, and notice of sale having been awn of then redubed by tar.. Trustee. without demand be Truster. limit Sad set* prabvrty at the Utrm and Paa taw DY It In said imlice • Oh µCo, either as a whole or in µPrefs WCstt. and In Such Order Ahs R MAY OolwrninO. Ot Public auction 10 She hlehosl 64660 ter Casfr In lawful Moony of the United Rates, Payere at time of µle. Trust" may postporm late of all or any oarllon Of µld PrOParey OY Pur1t announcomam at � Such lime Mad paco of µle• and from time 10 time lhesallw may 001100-0 such Sae• by 0u011C annp.ncsrilent at the lima 01a46 by the pratodtng postoohanlent. Trull« Shed aerlvr Is 1uCh PwCh*W Its Cooled Conveying the progeny ao µla. but with" any covenant or warranty. express or Implied, The rectats In Suet as" of any Patters of (acts $half be COaGwiw proof Of the truine.tlaa theraof. Any Owson, IneludlM T1.3101'. _ - Trssln. Or BanettWry at bwaineftw relined, trtaY perclam at Such Sala. - Afiw OveoCtiM ail Costs• fen snip skoemeS of Trustee and Of this Treat. Including Sort of "Clon w Of Rills in Connection with µCo. Trustee. Shall apply Ina proceeds of Sale to Payment oft all Sums ealma"d snow the Ierms hers01, hot than #&gild. with s epued Interest al One Amount •hawed by law in affect at the Palo hweafl ell Other gum/ Man {acted nerebyl and ter remainder. 11 may, to the Pwson so Persons upany awe tilled th.ttla. 41I1 batsflcary. Of any Successor In OwMntto Of any hµebteeriest Swursd hereby, may from time to $irons, by instrument In writing. Sub. lttluts Ah 1.rCCetror or tutCNeerS 10 say Tawsµ Parned htrvin of acssng heneunOwt. wheal Instrument. executed by the beMflclafff, ono duly • SCknOwl@d"d and recorded In the Office Of Ina 00CMsw Of ter COMJY or Wuttin WOWS Mid ptbParSV If UIW104. Mall be conCiu4v Imago el "Saw $.initiation OI such sutaenser Trust" of Trwlen6 some shay, withbw coay.yonsA from who Trull" breovesisbt. sugcat0 to an as Ulm estate, rights. aewtrs and delta/. Sala lreteutsent must contain Ina name of the Original Treater. Trustee and behericAery ho," now, the be" and Pass ~* Ml$ Owed is f•CPfdae and %M name Mail address of the As. Trani". _ it I I That Ina$ Oeae aPpims m. hewn to the Peie111 Of, and bonds all Perlin h•ttte. top Merl. aping/, Pavl xis. gdmrnislsatpl, satCwWL suclnswa and assigns. The Iwm 04"Isclary Shaft Own Ihe a-~ and holder, locludirig predwn, of Cho note secured he+s0y. whether ON Cool named at benallClery herssa. In this Data. wheneCor the tonttxl So re0ulin. the Masculine ""or l aeltdn Ing feminine and/or neutat, end Inc Iinguar hurriber IncluOH the plural. (t41 That 71 WUM OCCtatt this TfV9 whoa this Ooea, aulY executed and aCkItowledged, tt OM04 4 gubiie tacard at bravloed bier law. Trudet Is net Obligated to aotlly any Pally herseo of Pending we under any other Deed Or Trust of of any actidn or prpeaeding in whICA TrWlor. fern- _ "Wry or Trwao sou of a Party unless brought by Tlwtte. The rndofuPned Tlusler rtbimnts that a co of am MOU" of C*Iaull and of arty feeree Of SON# om,8 t4 w be mailed to him a1 his address herstnbetpr•mi earn. A rider to Deed 0 I= is bttathed litreto as Exhibit B' and tinCorportted herein by this reference. Sigmdtere OfT+ultar THE REOEVELOPMENT AGENCY OF THE CITY OF HUNTIN'.TON BEACH. A PUBLIC BODY CORPORATE AND POLITIC By: , C Chairman Attest; Attest. Agency Sfibalbliorf-Ct4ek GLUVSTAPLE APPROPRIATE ACKNOWLEDGEMENT HERE 2PPEOMM 1S TO FORdx UAIL EUTTON.n City Attorney 27:3 Doputy City Attorney ;Elk I Tide Order No. Escrow or Local No. • ifI u W N J �a a r tI - OC 1.- LIe U. 3 ha Q N Icaa O 3-m t70 zaF"'ooG�� ttu O UJ -,[Jo at FO • � W H W J d � l • IUd DO NOT RECORD FOR RECONVEYANCE OR FORECLOSURE LEND TO THE NEAREST OFFICE OF THE TICOR TITLE tIRSURANCE COMPANY OF CALIFORNIA REQUEST FOR FULL RECONVEYANCE To be used only Man note has bean paid. Gated TO TICOR TITLE INSURANCE COMPANY OF CALIFORNIA, Testes: The undere4ned Is the legal Owner and holder of all ifndebledrom secured by the within Dead of Trust. All was secured by mid Data of Treat Ile.$ been lolly Paid and mtmlred; said you are hereby reesestad and dreced. on payment to you of env sums ow-ing to you under the %erms of and Deed of Trull. to eateH off errdenlces of indatnedngu. Secured by Said Deed of Treat. dvltsevd so Isar am e- 1h together with she seed Dead of Treat. and to naoewy, vhlhoui warranty. to the Denies anignated by the wrens OI said Deed of 71P$L Ita note now halo by lvW under the gone. MAIL 1tCCdss VCV AMCC TO iBYI toy) Do nw lore w destroy Hat Deal of That OR T11E NOTE Which IS waer+t. • Both Sam M de6wered to IM TrySiµ let Cab*Wticifi before feceove-anom will he r..•:r, CALIFCRN1A ALL-PURPOW ACKNOWLEDGMENT State of . County of ad a Jr — On 1 50_1 before me, Date . . personally appeared -` MAY821-CE L JC+fMON comer. 6199Ims Notary pubpc — Ccitramlc ORANGE COUNN My Comm_ Ec&es MAY 11.1997 Name And rme a C*s; .1e q , 'cane Doe. Koury P.0 n 0-—... � %acne(:) a sgr"$) El •personally known to me — to be the personal whose name W Ware subscribed to the within instrument and acknowledged to me that bekAefthey executed the same in He+trltheir authorized capacityQ , and that by w" MAYBRICE L JOH=N 1464e Aheir signature(o on the instrument the personal tiW. a 991tI35 or the entity upon behalf of which the person(§) acted, Not°rY F — colfo(NQ ORANGE C executed the instrument. My Ca^ tm. En*es MAY 11. WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:11 f1.- 5 Number of Pages: 3 Signer(s) Other Than Named Above: i�2_ Capacity(ies) Claimed by Signer(s) Signer's Name: , p� ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator • L'Other: Top a thumb here Signer Is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer Tttle(s): ❑ Partner —[I Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservat r CVOther: �e4r Signer is Representing: I ME 15 A .. Top of thumb here a 195-t Nabonal Notary ALwciation • 8M Ftemmet Ave.. PO. Box 7184 -Canoga Park, CA 91309.7194 Proa. M. *W7 neoroer, L," rwrme Iwwerooacr fi EXHIBIT "A" EGAL DESCRIPTTON OF PROPERTY Lots 51 7, 91 1o, 11, 13, and 15 through 28, inclusive, of Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the office of the County Recorder of said County. Z : \D0CS%WP 13Z\0682AAFA.ZW -6- 04/04195-1 N EXHIBIT "B" This is a Rider to that certain Deed of Trust (the "Deed of Trust") dated November 15 ' , 19 9 5, executed by THE CITY OF HUNTINGTON BEACH, a public body corporate and politic, and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNITINGTON BEACH, a public body corporate and politic, collectively as Trustor, to ORANGE COAST TILE, a California corporation, as Trustee, for the benefit of NEWCOMB/TILLOTSON DEVELOPMENT COMPANY, a California general partnership as Beneficiary, and supplements the Deed of Trust as follows: 1. Acceleration. Upon the occurrence of an "Event of Acceleration" (as hereinafter defined), Beneficiary may, at its option, declare the entire amount of principal, all accrued and unpaid interest and other charges thereon, and all other unpaid amounts herein, to be immediately due and payable. An "Event of Acceleration" as such term is used -herein, shall exist if Trustor shall, without the express prior written consent of Beneficiary, do or suffer any of the following: (a) sell, transfer, convey or assign any interest in the property secured by the Deed of Trust ("Property") or any part thereof; (b) further encumber, alienate, hypothecate, grant a security interest in, or grant any other interest whatsoever in the Property or any part thereof; . (c) enter into any agreement whereby any of the holders of any prior or subordinate mortgage or deed of trust waives, extends or modifies any of the terms of any such prior or subordinate mortgage or deed of trust in a manner which would diminish the value of the security interest herein granted to Trustee for the benefit of Beneficiary; or (d) default on any prior or subordinate mortgage or deed of trust. (:\Does\L.p\32\002AAFA.ZZ/3 -7- 04/04195.1 U EXHIBIT "A" PROMISSORY NOTE Dated as of November 15, 1995 On or before the "Maturity Date" (as defined below in Section 2), the undersigned, THE REDEVELOPIKENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Borrower") promises to pay to the order of aT Development Company, LLC, a California limited liability company, ("Lender") at 15272 Bolsa Chica Road, Huntington Beach, California, 92649, or such other place as Lender may from time to time designate in writing those amounts advanced by Lender to Borrower pursuant to the terms of the Agreement (defined below) and repayable by Borrower to Lender pursuant to the terms of Section 201(71 of the Agreement, together with interest from the date hereof at the rate and in the manner hereinafter specified including, without limitation, (i) the amount of one Million Nine Hundred and Twelve Thousand Dollars ($1,912,000) advanced by Lender to Borrower through Escrow No. 23251 at Orange Coast Title Company, less any portion of such amount returned to Lender following the close of the related Escrow No. 23244 at Orange Coast Title Company and (ii) the amount of Thirty Thousand Fifty -One Dollars ($30,051), representing costs previously advanced or funded by Developer.with respect to envi,rcnmental investigation of the Site identified in the Agreement.. 1. Capitalized Terms. All capitalized terms which are not •� defined herein shall have the same meaning as set forth in that certain Disposition and Development Agreement (Third Block West) dated March S. 1991 entered into by and between Borrower and Lender (the "Agreement"). 2. Maturity Date. The "Maturity Date" shall be the first to occur of the following: (i) the transfer of the Site by Borrower to Lender pursuant to the Agreement; or (ii) termination of the Agreement for any reason, other than the Lender's uncured material default under the Agreement. If, at the time the Agreement is terminated, Lender has committed a material default which has not been cured within the cure period provided in the Agreement, the "Maturity Date" shall be the date on which Borrower conveys all or a portion of the Site, or any interesIt therein, to a developer other than Lender for purposes of redevelopment; provided, (i) that Agency shall use its best efforts to locate such a developer as quickly as possible, and (ii) the "Maturity Date" shall, in any event, be deemed to occur not later than one (1) ,. year %D0CS%1-V 32\C682AAFA.ua/'3 —I— tt/aam-t after the date of the Borrower's notice to the Lender -of the termination of the Agreement. 3. Interest Rate and Payment. The outstanding principal balance of this Note shall not bear interest, provided, however that if the outstanding principal balance of this Note is not repaid in full on or before the Maturity Date, the same shall thereafter bear interest at a rate equal to twelve percent (12%) per annum or the highest rate permitted by applicable usury law, whichever is less, from the Maturity Date until the date paid. No principal payments are required to be made until the Maturity Date, at which time all unpaid principal and other charges, if any, shall be due and payable. 4. Deed of Trust. This Note is secured by a Long Fora Deed of Trust and Assignment of Rents which encumbers the Agency Parcels, as more particularly described on Exhibit "A" to the Deed of Trust ("Deed of Trust") dated November 15, 1995. 5. Anplicationof Payments. All payments received by Lender shall be applied as follows: first, to the payment of collection charges, if any; second, to accrued and unpaid interest, if any; and third, to the payment of principal. 6. httorneys'__Fees and -Collection Charges. In the event of a default under this Note or the Deed of Trust, in addition to principal and interest, Lender shall be entitled to collect all costs of collection, including but not limited to reasonable attorneys' fees incurred in connection with Lender's collection efforts, whether or not suit on this Note or any foreclosure proceedings with respect to the Deed of Trust is commenced. All such costs and expenses shall be payable on demand and until paid shall also be secured by the Deed of Trust, and shall bear interest as provided in this Note. 7. Default; Acceleration. Subject to the applicable cure periods as set forth in section 501 of the Agreement, in the event Borrower fails to pay any principal due hereunder on or before the Maturity Date, Lender may proceed to exercise any or all of its rights or remedies under this Note, the Deed of Trust, at law or in equity. In the event Borrower breaches any provision of this Note other than the provisions requiring payment of principal' or interest hereon, or upon the occurrence of any Event of Default as defined in the Deed of Trust, or upon any default by Borrower under the Deed of Trust, Lender may, without further. notice to Borrower, at its option declare the entire unpaid balance of this Note, together with all accrued interest and other charges, if any, to be immediately due and payable, and Lender may proceed to J:\DOC$\WP\3Z\c68ZAAFA.zz8/3 . — 2 - 11/08/95.1 exercise any or all of its rights or remedies under this Note or the Deed of Trust, at law or in equity. S. Cross Default. Borrower's failure to perform any of its obligations, or failure to pay when due any amounts owing under any other note now existing or hereafter executed by Borrower in favor of Lender or any other Default by Borrower under said promissory note, shall constitute a Default under this Note and, upon the occurrence of such Default, all sums owing to Lender under this Note shall, at the option of Lender, become immediately due and payable, and Lender may proceed to exercise any or all of its rights or remedies under this Note, or the Deed of Trust, at law or in equity. 9. Usury. It is the intention of Borrower and Lender to conform strictly to the usury laws that are applicable to this Note. This Note and any other agreements between Borrower and Lender evidencing or securing the Borrower's obligation hereunder are hereby expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Lender or the holder hereof exceed the maximum amount permissible under applicable usury laws. If under any circumstances fulfillment of any provision of this Note shall result in exceeding the usury limits prescribed by law, then the obligation to be fulfilled shall be reduced to the legally valid limit. All sums paid or agreed to be paid to Lender, to the extent permitted by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, shall be amortized, prorated, and allocated and spread from the date of disbursement of the advances described in this Note until payment in full of this Note so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. 10. No Waiver by Lender. Failure of Lender or other holder hereof to exercise any right or remedy hereunder shall not constitute a waiver of any future or other default. No indulgence granted from time to time shall be construed to preclude the exercise of any rights which Lender may have. 11. Amendments. Amendments to this Note may not be made orally, but only by an agreement in writing, signed by the party against whom such amendment is sought to be enforced. 12. Waiver bv__Forrower. Borrower agrees that it will still be liable for repayment of this Note, even if the holder hereof does not follow all otherwise required procedures (including presentment, protest, demand, diligence, notice of dishonor and of nonpayment), which requirements are hereby waived. I:%DOGS%1.p%32%O682AAFA.226/3 -3 - 11/03195.1 13. Hotices. Any notices required or permitted to be delivered or given by this Note may be delivered personally, sent by a reputable overnight express nail service, or sent by United States Mail, and shall be deemed to have been given and delivered upon receipt if personally served, one (1) business day after deposit if sent by overnight mail service or three (3) business days after deposit if sent by United States Mail, certified or registered, with postage prepaid and properly addressed. The addresses for delivery shall be as follows: If to Borrower: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street Post Office Box 190 Huntington Beach, California 92648 Attn: Executive Director with a copy to: CITY ATTORNEY'S OFFICE City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attn: Paul D'Alesandro, Esq. If to Lender: JT DEVELOPMENT COMPANY, LLC 15272 Bolsa Chica Road Huntington Beach, CA 92649 with a copy to: BROWN, WINFIELD & CANZONERI, INC. 300 South Grand Avenue, Suite 1500 Los Angeles, California 90071-3125 Attn: Dennis S. Roy, Esq. Any of the above entities may from time to time change its address for notice by notifying each other addressee in writing of such change. 14. Gove=inq Lawn. This Note shall be governed by, construed and enforced in accordance with the laws of the State of California, applicable to instruments executed and to be performed in the State of California. Borrower hereby submits to personal jurisdiction in orange County, California for the 1:%o0cs\ua132\0as2AAfA.iz5/3 -4-11/03/95-1 enforcement of Borrower's obligations hereunder and waives any defense to such jurisdiction. . IN WITNESS WHEREOF, Borrower has executed this instr=ent as of the date first above written. "Borrower" THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a pubic body corporate and politic 100 By: z-If— ;,��<::!r= Its: Chairman ly: Executive Di eGtor ATTEST: Agency APPROVED AS TO FORA'!: By- . ;?X- ` �r�iyIir — 4;.1 City Attorney, F-- 111111Tr Agency General Counsel I: \DOCS\L'P\32\0682AAFA.22913 - 5 - 111C8195 -1 CALIFORNIA ALL-PURP06 ACKNOWLEDGMENT State ofixrn. County of 61 On w ISa J9 95 _before me, Cy, T�:OgiW }� , Dare . / - [f H" en0 Tdsrd Omer {s.p . J" Doe, NMry ; I personally appeared V lyasna(sj a S+pr+e+(sy personally known to me —OR to be the persons) whose name(§)Ware subscribed to the within instrument and acknowledged to me that 4�elsl9elrthey executed the MAYBRICE L JOHNSON same in hires their authorized capacity ies and that by comas. # 991&75 NeAKWtheir signature(2) on the instrument the person(sj NOtG or the entity upon behalf of which the person(s) acted, ORANCOUNTY My COMm• E=*es MAY 11. 1997 executed the instrument. WITNESS my hand and official seal. OPTIONAL Though the information below is not required by law, it may prove varuable to persons relying on the document and could prevent frar.dulent removal and reattachment or this form to another document. Description of Attached Document Title or Type of Document: DocumentDate: P Number of Pages: _5 . Signer(s) Other Than Named Above: r Capacity(ies) Claimed by Signer(s) Signer's Name: JS;._1%. ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee ❑ Guardian or Conservator MR-60/ther: Signer Is Representing: Top Of thumb mere Signer's Name: 221 1 ❑ Individual Corporate Officer Title(s): ❑ Partner -- ❑ Limited ❑ General Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer is Representing, Top of 1numb mere 0 1994 NabwW Warr Aumiaoon • 82% Rsnrnet Are., P.O. Box 718a • Campo Park. CA 91309-7184 PM. No. $907 Reorder Cal TW-Free 1-800-47"BZ7 El i AGREEMENT OF SETTLEMENT AND MUTUAL GENERAL RELEASE 1. PARTIES: The parties to this Agreement of Settlement and Mutual General Release ("Agreement") are REDEVELOPMENT AGENCY FOR THE CITY OF HUNTINGTON BEACH ("RACTIB") and defendants LAURO GUARANO and JOAN KOLLER ("Defendants"). 2. RECITALS: This Agreement is made with reference to the following facts: 2.1 Certain disputes and controversies have arisen between the parties, including, but not limited to: (a) the claims, demands and cause or causes of action set forth by the parties in a civil action pending in the Superior Court of orange County, entitled Redevelopment Agency for City of Huntington_Beach vt Wells Fargo, _et,al., Case No. 737117 ("the Lawsuit"). 2.2 It is the intention of the parties to settle and dispose of, fully and completely, all claims, demands, and cause or causes of action which they may have had, may now have or may come to have against each other, known or unknown, existing or arising in the future, arising out of, based upon, or relating to in any way the Lawsuit or other matters referenced in Paragraph 2.1. 3. OBLIGATIONS OF DEFENDANTS: Defendants shall promptly, and in good faith, remediate the soil and groundwater contamination at the site to the satisfaction of the Regional Water Quality , Control Board. However, in the eventthat Defendants fail to qualify for the Leaking Underground Storage Tank Fund and that cleanup costs exceed $100,000.00, Defendants' obligations shall cease. 4. DISMIUSAL: Concurrently with the execution of this Agreement, RACHB shall dismiss with prejudice the Lawsuit described more fully at Paragraph 2.1. RACHB hereby authorizes and directs its attorneys of record to execute and deliver to the court a dismissal with prejudice. 5. PEENERAL RELEASES: In consideration of the mutual general releases, and for other good and valuable consideration, the receipt of which is acknowledged by each party, the parties promise, agree and generally release as follows: 5.1 Except as to such.rights or claims as may be created by the Agreement, each party hereby releases, remises and forever discharges each other party, and each of its present and former agents, servants, officers, directors, employees, shareholders, principals, predecessors, alter egos, partners, parents, subsidiaries, attorneys, insurers, reinsurers, sureties, heirs, executors, administrators, trustees, successors and assigns, from any and all claims, demands and cause or causes of action arising out of, connected with or incidental to the dealings between the parties before the effective date of this Agreement, including, without limitation, any and all claims, demands and cause or causes of action reflected in the Lawsuit or other matters referenced in Paragraph 2.1. 5.2 THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED BY LEGAL COUNSEL, AND THAT THEY ARE FAMILIAR WITH AND SPECIFICALLY 2 WAIVE THE BENEFIT OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF I<NOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 6. REPRESENTATIONS AND WARRANTIES: Each of the parties to this Agreement represents and warrants to, and agrees with each other party, as follows: 6.1 Each party has received independent legal advice from its attorneys with respect to the advisability of making the settlement provided for in this Agreement, with respect to the advisability of executing this Agreement, and with respect to the meaning of California Civil Code section 1542. 6.2 No party (nor any officer, agent, partner, employee, representative or attorney of or for any party) has made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, and each party does not rely upon any statement, representation or promise of any other party (or any officer, agent, partner, employee, representative or attorney of or for any other party) in executing this Agreement, or in making this settlement, except as expressly stated in this Agreement. 6.3 Each party to this Agreement has made such investigation of the facts pertaining to this -settlement and this Agreement, and of all the matters pertaining to it, as he or it deems necessary. 3 6.4 Each party or responsible officer of the party has read this Agreement and understands its contents. Each of the officers executing this Agreement on behalf of their respective corporations is empowered to do so and hereby binds such respective corporation. 6.5 In entering this Agreement and the settlement provided for in the Agreement, each party assumes the risk of any misrepresentation, concealment or mistake. If any party subsequently should discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law was incorrect, such party shall not be entitled to any relief, including, without limitation, any alleged right or claim to set aside or rescind this Agreement. This Agreement is intended to be and is final and binding between the parties, regardless of any claims of misrepresentation, promise made without intention to perform, concealment of fact, mistake of fact or law, or of any other circumstance whatsoever. 6.6 Each party has not assigned, transferred, or granted or purported to assign, transfer, or grant, any of the claims, demands, and cause or causes of action disposed of by this Agreement. ; 6.7 Each term of this Agreement is contractual and not merely a recital. 6.8 Each party is aware that it later may discover claims or facts in addition to or different from those it now knows 4 or believes to be true with respect to the matters related to this Agreement. Nevertheless, it is the intention of the parties to fully, finally and forever settle and release all such matters, and all claims relating to them, which do now exist, may have existed or may come to exist between them. In furtherance of such intention, the releases given herein shall be and remain in effect as full and complete mutual releases of all such matters notwithstanding the discovery or existence of any additional or different claims or facts relating to them. 6.9 The parties will execute all such further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement. 6.10 It is within the contemplation of each of the parties to this Agreement that each of them may have claims for relief or causes of action for malicious prosecution or abuse of process or other claims in connection with the Lawsuits and matters undertaken in connection with the Lawsuits. It is the intention of the parties to this Agreement to release any and all such claims, to deny that any malicious prosecution of actions or abuse of process has occurred, and to represent and agree that the filing of all claims for relief, causes of action, counterclaims or cross - complaints in the foregoing civil action, was done pursuant: to advice of legal counsel and upon probable cause. 7. SETTLEMENT: This Agreement effects the settlement of claims which are denied and contested, and nothing contained in 5 this Agreement shall be construed as an admission by any party of any liability of any kind to the other party. 8. MISCELLANEOUS: 8.1 This Agreement is the entire Agreement between the parties 'and supersedes all prior and contemporaneous oral and written agreements and discussions. This Agreement may be amended only by an agreement in writing. 8.2 This Agreement is binding upon and shall inure to the benefit of the parties and each of their present and former agents, servants, officers, directors, employees, shareholders, 7. principals, predecessors, alter egos, partners, parents, subsidiaries, attorneys, insurers, reinsurers, sureties, heirs, executors, administrators, trustees, successors and assigns. 8.3 Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement,. the same shall not be construed against any party. 8.4 In the event of litigation or arbitration relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expenses and costs. 8.5 This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with the other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all parties. 0 8.6 This Agreement consists of 8 pages. 8.7 This Agreement shall be effective as of the date the last counterpart is executed. DATED: ' - .5, ].995 ATTEST: Connie Brockway By: City Clerk BY4r deputy V er - S DATED: �g , 1995 DATED: 9•j�'g� REDEVELOPMENT AGENCY FOR THE CITY OF INGTO BEACH, Plaintiff ('sign atuflfj t or Leipzig (Type/Print Name) (Title) JOA11 KOLLER, Defendant By: t nature) 1995 O GUARANO, Defendant By. (si a re) DATED: 1 �� .S , 1995 DALEY & HEFT DATED: ""` � 1995 By: William D. Brown, Attorneys for Plaintiff, REDEVELOPMENT AGENCY FOR CITY OF HUNTINGTON BEACH MENKE, FAHRNEY & CARROLL V, &VA Dennis Menke, Attorneys for Defendants JOAN KOLLER and LAURO GUARANO 7 PURCHASE AND SALE AGREEMENT and LITIGATION SETTLEMENT AGREEMENT AND RELEASE between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH as Buyer and JOAN KOLLER and LAURO GAURANO as Sellers of Property Located at 302 and 314 5th Street and 303 Main Street in Huntington Beach, California PURCHASE AND SALE AGREEMENT and LITIGATION SETTLEMENT AGREEMENT AND RELEASE between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH as Buyer and JOAN KOLLER and LAURO GAURANO as Sellers Table of Contents Section Page 1 Purchase and Sale 2 2 Purchase Price. 2 3 Payment of Purchase Price 3 4 Escrow 3 5 Close of Escrow 4 6 Costs and Prorations 5 7 Buyer's Conditions Precedent to Closing 6 8 Seller's Conditions Precedent to Closing 7 9 Representations 7 10 Seller's Representations and Warranties 7 11 Documents to be Delivered Before Close of Escrow . 9 12 Escrow Holder's Instructions . 9 13 Title Insurance Policy . 10 14 Survivability 10 15 Broker's Commission . 10 16 Waiver, Consent and Remedies 11 17 General Release 11 I8 Future Claims . 12 19 Civil Code Waiver 12 20 Acknowledgment of Consequences of Civil Code Waiver 12 21 Reliance on Legal Advice 13 22 Informed Decision 13 23 Free and Voluntary- Release 13 24 No Admission of Liability 13 25 Attorneys' Fees from Eminent Domain Litigation 14 26 Settlement of Related Case 14 27 Confidentiality. I4 28 Attorneys'Fees 14 29 Notices 14 30 Gender and Number 15 31 Entire Agreement 15 32 Captions I5 33 Governing Law 16 34 Invalidity of Provision. 16 35 Amendments 16 36 Counterparts 16 37 Waiver of Right to Further Participation in Redevelopment Project 16 38 General Provisions Applicable to Escrow 16 PURCHASE SALE AGREEMENT TO: TITLE INSURANCE COMPANY ("Escrow Holder") Escrow No ("Escrow") Escrow Officer: Date of Opening of Escrow: THIS PURCHASE SALE AGREEMENT and LITIGATION SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made this 411L day of 1995, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public, corporate instrumentality of the State of California ("Buyer") and JOAN KOLLER and LAURO GAURANO, individuals, hereinafter collectively referred to as "Seller." RECITALS A. Seller is the owner of that certain Real Property located in the City of Huntington Beach, County of Orange, State of California, commonly known as 302 and 314 Fifth Street, and 303 Main Street, more particularly described in Exhibit "A" attached hereto and incorporated by this reference (the "Land"), together with the improvements located on the Land (the "Improvements"). The Land, together with the Improvements, are collectively referred to as the "Property" B. On or about August 5, 1994, Buyer filed a condemnation action against Sellers styled Redevelopment Agency for the City of Huntington Beach v. James Edward Koller, et al., 1 4.G:Agrec: Koller. PurSale911 V93 M and related cross -action, Orange County Superior Court, case number 73 36 49 in order to acquire the Property by way of condemnation. C. The Parties have reached an agreement as to the valuation of the Property for purposes of the condemnation action, and now desire to settle the condemnation action by Buyer purchasing the Property and Seller selling the Property on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein and in the other documents referred to herein relating to the purchase and sale of the Property, and other valuable consideration, the receipt of which are hereby acknowledged, Buyer and Seller agree: 1. Purchase and Sale. Upon all other terms and conditions contained herein, Buyer hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to Buyer. The sale will fully settle all claims and controversies existing between buyer and seller to the end that no further claims or legal actions may or can arise with respect to the Rede►-elopment Agetacy of the City of Huntitrgion'Beach vs. James .Eduard Koller, et al., and Related Cross - action, Orange County Superior Court Case No. 73 39 49 and the complaint and cross -complaint therein shall be dismissed, with prejudice, as soon as is practicable concurrent with close of escrow. In order to implement this provisions, Buyer and Seller shall provide each other with a signed Request for Dismissal of said complaint and cross -complaint immediately after the close of escrow. Upon close of escrow, each party shall be authorized to file the original Request for Dismissal with the Clerk of the Orange County Superior Court. All parties to said litigation agree to refrain from initiating any litigation activity, preserve the status quo and continue any court hearings during the escrow period. 2 4:G: Agrec:Koller:PurSale91I2.95 �.1 2. Purchase Price. The purchase price (the "Purchase Price") for the Property shall be as reflected in Exhibit "B" attached hereto and incorporated herein by this reference. Seller and Buyer intend and agree that the Purchase Price to be paid by Buyer to Seller hereunder includes compensation for the Land and Improvements, and all other interests of whatever kind and nature which exist or may arise out of the Buyer's acquisition of the Property for redevelopment or any other purpose; provided that Seller shall have the right to remove, prior to close of escrow, all furnishings, fixtures and equipment. 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: (a) Buyer shall deliver to Escrow Holder, upon the opening of Escrow, in immediately available federal funds in the form of cash or a certified check, the sum of Ten Thousand ($10,000) Dollars ("Buyer's Deposit"). (b) Buyer shall deliver to Escrow Holder, at the close of Escrow, in immediately available federal funds in the form of cash or a certified check, the sum of One MiIIion EightHundred Ninety Thousand Dollars ($1,890,000). 4. Escrow. References in this Agreement to the "Opening of Escrow" shall mean the date upon which a copy of this Agreement, signed by both parties, is deposited with Escrow Holder. The Opening of Escrow shall occur within ten (10) days of Agency approval of this Agreement, provided that Buyer and Seller may mutually agree to extend the time period for Opening of Escrow. This Agreement shall be presented to the Agency for approval no later than September 20, 1995. Escrow Holder will notify both parties when Escrow has opened. By such deposit, Escrow Holder is hereby authorized and instructed to act in accordance with the provisions of this Agreement. Buyer and Seller shall each deposit such other 4:G:Agrcc:Ko11cr: PurSalcW/ 12195 instruments as are reasonably necessary to close Escrow and complete the sale and purchase of the Property in accordance with the terms of this Agreement. The rights and obligations of each party set forth in this Agreement and agreed to be undertaken by each party are made in and under the terms of this Agreement independent of Escrow. If any requirements relating to the duty of the Escrow Holder under this Agreement are not reasonably acceptable to the Escrow Holder, or if Escrow Holder determines that it requires additional instructions in order to perform its duties hereunder, the parties agree to make such deletions, substitutions and additions to these escrow instructions as may be mutually agreed upon by the parties provided such deletions, substitutions and additions do not substantially change the Agreement or its intent. Close of Escrow. Escrow shall close no later than November 15, 1995 ("Scheduled Closing Date"), provided that Buyer and Seller may mutually agree to extend the time period for the Close of Escrow. For purpose of this Agreement, the "Close of Escrow" shall mean the date Seller's Grant Deed, as defined herein, is filed for recordation with the Recorder of Orange County, California. If Escrow should fail to close because of the failure of Buyer to comply with its obligations under this Agreement, the costs of Escrow to the date Escrow is terminated shall be paid by Buyer. If Escrow should fail to close because of the failure of Seller to comply vtiith its obligations under this Agreement, the costs of Escrow to the date Escrow is terminated shall be paid by Seller. If Escrow should fail to close for any other reason, the costs of Escrow and of terminating the Escrow shall be paid by the Buyer. 4 4:G:Agee-Ko11cr.Pursa1e &/1195 6. Costs and Prorations. (a) Prorations. Escrow Holder shall prorate the real property taxes affecting the Property between Seller and Buyer as of the Close of Escrow based upon the latest available tax bill. The parties agree that if such prorations are inaccurate due to the fact that the latest available tax bill does not represent the taxes actually assessed, the parties will, as soon as tar bills actually covering the period during which the Close of Escrow takes place are available, make such further adjustments outside of Escrow as may be appropriate. (b) Costs to be Paid by Buyer. Buyer shall pay the following costs- (i) The cost of documentary transfer taxes (if any) on the Grant Deed; (ii) The cost of a premium for a California Land Title Association Standard Policy of title insurance insuring the Property in the amount of the Purchase Price; and (iii) Fees for recording the Grant Deed; (iv) Fees for recording and filing all documents required by this Agreement other than the Grant Deed; (v) The costs of any extended coverage, American Land Title Association Standard Policy (ALTA) coverage or other title policy in excess of the premium for the standard coverage policy described in Section 6(b)(ii) is to be provided by Seller, including any land survey costs; and 5 4:G:Agnee: Ko11,r:PorSale'9112193 (vi) The Escrow Holder's fee and any incidental or related costs. 7. Bu yer's onditions Precedent to Closing. The obligation of Buyer to complete the purchase and sale of the Property is subject to satisfaction of the conditions set forth below at or prior to the Closing Date: (a) Seller shall deliver through escrow (I) an executed and recordable grant deed sufficient to convey title to Buyer (the "Grant Deed"), subject only to the matters described in Section 7(c), below, and (ii) all other documents referenced in Section 12 below. (b) Seller is not in default in any of its obligations under the terms of this Agreement, and all of Seller's representations and warranties contained herein shall be true and correct in all respects. (c) Escrow Holder has committed to deliver to Buyer an extended coverage CLTA Owner's Policy of Title Insurance dated as of the Close of Escrow, insuring Buyer in an amount equal to the Purchase Price, and showing title to the Land vested in Buyer subject only to: (i) Current real property taxes and all unpaid general and special bonds or assessments; (ii) The printed exceptions contained in said title insurance policy; (iii) All exceptions shown in the preliminary title report prepared by Escrow Holder and delivered to Buyer, unless Buyer reasonably objects to any such exception(s) within ten (10) days of delivery of such report to Buyer, in which case Seller shall either remove such 6 4:0:Agrce:Kollcr: PurSale'9/1 Z'95 exception(s) prior to the close of escrow or terminate this escrow upon ten (10) days written notice to Buyer; and (iv) Any matter suffered, approved or created by Buyer. 8. Seller's Conditions Precedent to Closing. The obligation of Seller to complete the purchase and sale of the Property is subject to the satisfaction of the conditions set forth below at or prior to Close of Escrow. (a) Buyer is not in default in any of its obligations under the terms of this Agreement, and all Buyer's representations and warranties contained herein shall be true and correct in all respects. (b) Buyer shall have deposited with Escrow Holder immediately available funds in an amount sufficient to cover Buyer's Deposit and Buyer's share of prorations and costs described herein. (c) Each of the documents listed in Section I I(b) below shall have been executed by Buyer and delivered to Escrow Holder. 9. Representations. Buyer hereby makes the following representations and warranties to Seller, each of which (1) is material and relied upon by Seller, (ii) is true in all respects as of the date hereof and as of the Close of Escrow and (iii) shall survive the Close of Escrow and delivery of the Grant Deed. Buyer has the full power and authority to enter into this Agreement and the transactions contemplated herein without obtaining the consent or approval of any other person, entity or governmental authority. 10. Seller's Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which (I) is material and relied upon by Buyer, 7 4:G:AUce:Kollcr.PursaIe9112293 (ii) is true in all respects as of the date hereof and as of the Close of Escrow and (iii) shall survive the Close of Escrow and delivery of the Grant Deed, (a) Seller has the full power and authority to enter into this Agreement and the transactions contemplated herein without obtaining the consent or approval of any other person, entity or governmental authority. (b) Seller is in good standing under the laws of the State of California, and Seller has the full right, power and authority to hold title to the Property, enter into and carry out the transactions contemplated by this Agreement. (c) This Agreement and all instruments delivered in connection with this Agreement are valid, binding and legally enforceable obligations of Seller. (d) The entering into of this Agreement and the carrying out of the transactions contemplated hereby do not, and will not constitute a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any agreement to which Seller is a party. (e) There are no material actions or proceedings pending, or to the best of Seller's knowledge, threatened, against Seller or the Property, except as stated in Section 1 herein. (f) Other than this Agreement and any other documents entered into in connection with this Agreement (collectively the "disclosed documents"), there are no other contracts affecting the Property. Seller shall indemnify and hold Buyer harmless from any liability, loss or damage resulting from any contract, other than the disclosed documents, affecting the Property as of the Close of Escrow. This paragraph does not 8 4:0:AV=-KoI Icr.PurSi1c1911193 shall indemnify and hold Seller harmless for any liability, loss or damage resulting from any claim by Seller's tenants for relocation assistance or benefits, pursuant to Goverliment Coda Sections 7260, et seq. IL Documents to be Delivered Before Close of Escrow. (a) Prior to Close of Escrow, Seller shall deliver the following documents to Escrow Holder: (i) The Grant Deed, originally executed and acknowledged; (ii) Such funds and documents as are necessary to comply with Seller's obligations under this Agreement, or if not delivered, Escrow Holder is authorized to use Seller's proceeds from the sale in Escrow Holder's possession to pay such obligations. (b) Prior to the Close of Escrow, Buyer shall deposit with escrow the following: (i) The sum of One Million, Nine Hundred Thousand Dollars ($1,900,000) in immediately available funds as referenced in Section 3 above; (ii) Such other funds and documents as are necessary to comply with Buyer's obligations under this Agreement. 12. Escrow Holder's Instructions. At such time as (i) the conditions precedent to Close of Escrow have been satisfied or waived, (ii) Escrow Holder is prepared to issue the title policy described in Section 13 below, and (iii) Escrow Holder has received the documents and funds specified in Section 11, above, Escrow Holder shall: 9 A:G:Agrm: Kollcr:Pudalell 2,95 (a) Record the grand deed in the Office of the County Recorder of Orange County, California; (b) deliver to Seller funds in an amount which represents the purchase price of $1,900,000 less proration of taxes and any existing encumbrances; and (c) deliver to Buyer the Non -Foreign Transferor Declaration. 13. Title insurance Policy. At close of escrow, Escrow Holder shall issue to Buyer a CLTA Standard Policy of Title Insurance (the "Buyer's Title Policy") in the amount equal to the Purchase Price showing fee simple title vested in Buyer, subject only to those exceptions described in Section 7(c) above. 14. Survivabilit. All covenants of Buyer or Seller which are expressly intended hereunder to be performed in whole or in part after the Close of Escrow, and all representations, warranties and indemnities by either party to the other, shall survive the Close of Escrow and be binding upon and insure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. Any agreements, understandings, warranties or representations not expressly contained herein shall in no way bind either Seller or Buyer. Seller and Buyer each expressly waives any right of rescission and all claims for damages by reason of any statement, representation, warranty, promise and/or agreement, if any, not contained in or attached to this Agreement. 15. Broker's Commission. Neither the Seller nor the Buyer shall be liable for any real estate commissions or brokerage fees which may arise herefrom. The Seller and the Buyer each represents that it has not engaged any broker, agent or finder in connection with this transaction, and each agrees to defend, indemnify and hold harmless the other parties from and against any claim with respect to such commissions based upon the acts of such party. 10 4:G-,kg r=Kollcr:PurSalc,9! 12"95 16. Waiver, and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for SelIer's and Buyer's performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Each party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. 17. General Release. Seller, on behalf of themselves, their heirs, executors, administrators, and assigns, and in consideration of the purchase of the Property by Buyer, hereby fully releases Buyer, its agents, employees, successors, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any injuries and damages v►bich have been sustained, or may be sustained, as a result of the above -described occurrences. 11 4.G:Agree=Kol lerTurSAW91 Z,'93 M Buyer, on behalf of itself, its heirs, executors, administrators, and assigns, and in consideration of the sale of the Property by Seller, hereby fully releases Seller, its agents employees, successors, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any injuries and damages which have been sustained, or may be sustained, as a result of the above -described occurrences. 18. Future Claims. Seller acknowledges and agrees that this release applies to all claims that Seller may have against Buyer arising out of the above -described occurrences for injuries, damages, or losses to Seller's person and property, real or personal, whether those injuries, damages, or losses are known or unknown, foreseen or unforeseen, or patent or latent. I9. Civil Code Waiver. Seller certifies that he has read Section 1542 of the Civil Code set out below, and indicates that fact by signing his initials here: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Seller hereby waives application of Section 1542 of the Civil Code. 20. Acknowledgment of Consequences f iviI de Waiver. Seller understands and acknowledges that the significance and consequence of this waiver of Section 1542 of the Civil Conde is that even if Seller should eventually suffer additional damages arising out of the above -described occurrences, he will not be permitted to make any claim for those damages. Furthermore, Seller acknowledges that he intends these consequences even as to any other claim for injuries and damages that may exist as of the date of this Agreement and release, but which Seller does not know exist, and which, if known, would materially affect Sellees decision to 12 4:G:AVft:Kolkr.PurSale9II 2143 execute this release, regardless of whether Seller's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. 21. Reliance on Leal Advice. Seller warrants and represents that in executing this Agreement and release, he has relied on legal advice from the attorney of his choice, that the terms of this Agreement and release and its consequences have been completely read and explained to Seller by that attorney, and that Seller fully understands the terms of this Agreement and release. 22. Informed Decision. Seller acknowledges and represents that he has been apprised of all relevant information and data furnished by his attorney, and all others involved in this litigation and all other information relative to his claim and this Agreement and release, including, without limitation future risks, complications, and costs. Seller further acknowledges and represents that, in executing this Agreement and release, he has not relied on any inducements, promises, or representations made by Buyer or any party representing or serving Buyer, except as specifically contained herein. 23. Free and Voluntary Release. Seller acknowledges and warrants that his execution of this Agreement and release is free and voluntary. Seller further declares that at the time he executed this Agreement and release, he was neither an inpatient nor an outpatient of medical facility for treatment of the injuries that may have given rise to the claim for which this Agreement and release relates. 24. No Admission of Liability. This Agreement and release pertains to a disputed claim and does not constitute an admission of liability by Buyer for any injuries or damages that may have arisen out the above -described occurrences. 13 4:C:Ag =:Koper: PurSaIe9112.'95 t.i 25. Attorneys' Fees from Eminent Domain Liti ag tion. Each party shall bear its own costs and attorneys' fees regarding the eminent domain litigation described herein, not withstanding Coda of Civil Procedure Section 1268.610 or any other provision of law that may be applicable.. 26. Settlement of Related Case. A portion of the Property is subject to soil and groundwater contamination. The parties are also party to a related civil action entitled Redevelopment Agency v. Wells Fargo, et al., Orange County Superior Court Case No. 73 71 17, concerning the remediation of the aforesaid contamination. The parties have entered into a separate settlement agreement concerning the referenced case. A copy of said separate agreement is attached hereto as Exhibit "C," and said Exhibit "C" contains the entire understanding between the parties regarding the remediation of the soil and groundwater. 27. Confidenti2.li�. Buyer and Seller agree to use their best efforts to maintain confidential the existence and terms of this Agreement until the agenda is circulated for the Agency meeting at which this Agreement is considered_ 28. Attorneys' Fees. In the event of any declaratory or other legal or equitable action, instituted between Seller, Buyer and/or Escrow holder in connection with this Agreement then as between Buyer and Seller, each party shall bear its own attorneys' fees. The prevailing party shall not be entitled to recover from the losing party any of its costs and expenses, including court costs and reasonable attorneys' fees. 29. Notices. Any notice, request, demand, consent, approval or other communication required or permitted hereunder or by law shall be validly given or made only if in writing and delivered in person to an officer or duly authorized representative of the other party 14 4:G:Ag":Kollcr.PurSa1e911 n5 or deposited in the United States mail, duly certified or registered (return receipt requested), postage prepared, and addressed to the party for whom intended, as follows: If to Seller: loan Koller Lauro Gaurano c/o Menke, Fahrney & Carroll 650 Town Center Drive, Suite 1250 Costa Mesa, California 92626 If to Buyer: Redevelopment Agency of the City of Huntington Beach Attention: Michael Uberuaga, Executive Director 2000 Main Street, P.O. Box 190 Huntington Beach, California 92648 Any party may from time to time, by written notice to the other, designate a different address which shall be substituted for that specified above. If any notice or other document is sent by mail as aforesaid, the same shall be deemed fully delivered and received forty-eight (48) hours after mailing as pro,6ded above. 30. Gender and Number. In this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural shall be deemed to include one another, as appropriate. 31. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof All prior agreements, representations, negotiations and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 32. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 15 4:G:Agree:Ko11,r:Pursa1c9/11'95 33. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. 34. Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity of enforceability of this Agreement as a whole. 35. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing and executed by both Buyer and Seller. 36. Counterparts. This Agreement shall be executed in one original document. Certified copies may be obtained from the office of the Huntington Beach City Clerk. 37. Waiver of Right to Further Participation -in Redevelopment Project. Upon Close of Escrow, and thereafter, Seller, its heirs, successors and assigns expressly waive any right to participate in any redevelopment efforts of Buyer which may arise under this Agreement [or which affect this Property.] 38. General Provisions Applicable to Escrow. (a) All disbursements shall be made by check of the Escrow Agent. All funds received in this escrow shall be deposited in one or more 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. Recordation of any instruments delivered through 16 4:G:Agree: KollsrTurSale9 7295 MW this escrow, if necessary or proper in the issuance of the Buyer's Title Policy is hereby authorized. (b) The parties to this escrow jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with, or arising out of this Escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow Agent. in the event Escrow Agent files a suit in interpleader, it shall be fully released and discharged from all obligations imposed in this Escrow. (c) All proration and/or adjustments called for in this Escrow are to be made on the basis of a thirty (30) day month unless otherwise instructed in writing. 17 t G: Agrce: Ko11 cr. Pu rS &1 e9/ 1 Z9 3 IN WITNESS WHEREOF the parties have executed this Agreement by and through their authorized officers (if applicable) on the day month and year first above written READ THE ABOVE CAREFULLY BEFORE SIGNING Seller ATTELS A Agency Clerk 1,24- Rs INITIATED AND APPROVED Assistant y Administrator/ Acting Director of Economic Development 18 Buyer the Redevelopment Agency of the City of Huntington Beach, a California a public b '� / r Chairman APPROVED AS TO FORM Agency Attorney 'p,S APPROVED Executive Director r 4 G Agree Koller PurSale\9/12/93 DECLARATIONOF «'ITNESS 1, _ P AT R I C K D. C A R R O L L , certify that Joan Koller and Lauro Gaurano acknowledged in my presence that they have read fully and understood the meaning and consequences of the foregoing document entitled PURCHASE AND SALE AGREEMENT and LITIGATION SETTLEMENT AGREEMENT AND RELEASE between REDEVELOPMENT AGENCY OF THE CITE" OF HUNTINGTON BEACH as Buyer and JOAN KOLLER AND LAURO GAURANO as Sellers of Property Located at 302 and 314 5th Street and 303 Main Street in Huntington Beach, California, and signed it in my presence. September 18, 1995 COSTA MESA, CALIFORNIA �f Date and Place Witness signature and address DECLARATION OF JOAN KOLLER and LAURO GAURANO'S ATTORNEY I am a member of the State Bar of California, and I am the attorney for Joan Koller and Lauro Gaurano. I certify that I am satisfied that Joan Koller and Lauro Gaurano fully understand the effect, significance, and consequence of the foregoing document entitled PURCHASE AND SALE AGREEMENT and LITIGATION SETTLEMENT AGREEMENT AND RELEASE between REDEVELOPMENT AGENCY OF THE CITY OF HZJNTTNGTON BEACH as Buyer and JOAN KOLLER AND LAURO GAURANO as Sellers of Property Located at 302 and 314 5th Street and 303 Main Street in Huntington Beach, California, set forth above. SEPTEMBER 18, 1995 COSTA MESA, CALIFORNIA Date and Place 4:0:Agree:Kollcr.PuA&le91I 295 Declaration of Witness k r�n�-j gb Attorney for Joan Koller and Lauro Gaurano EXHIBIT A Legal Description THE LAND REFERRED TO IN THIS AGREENIFENT 1S SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: APN 024-143-12: LOTS I AND 3 IN BLOCK 304, AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, I &VI APN 024-143-17: LOTS 2, 4, 6 AND 8 IN BLOCK 304, AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE 1'N7EREST IN THE NORTHWESTERLY 10 FEET OF SAID LOTS AS CONDEMNED BY THE CITY OF HUNTINGTON BEACH BY FINAL DECREE RECORDED DECEMBER 3, 1923 IN BOOK 500, PAGE 278 OF DEEDS, RECORDS OF ORANGE COUNTY, ► 110 APN 024-143-20: LOTS 12 AND 14 IN BLOCK 304 OF HUNTINGTON BEACH, AS SHOWN ON A MAP, RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING ALL OIL AND MINERALS LYING BELOW A DEPTH OF 500 FEET OF THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF ENTRY AS RESERVED IN THE DEED FROM PAUL N. BOOS AND MARGARET ELAINE BOOS, HUSBAND AND 1VIFE, RECORDED MARCH 15, 1977 IN BOOK 12104, PAGE 709 OF OFFICIAL RECORDS. 4.G:Agrcc Kollcr:PurSalc'9112"95 EXHIBIT `B' Address Price 302 5th Street $1,900,000 314 5th Street 303 Main Street 4:(i:algrce:Kollcr:PUTSSICA9(11'95