Loading...
HomeMy WebLinkAboutM. Westland, LLC - 2017-06-05Dept. ID ED 17-10 Page 1 of 2 Meeting Date: 6/5/2017 lq�jpjj d tl&-Z ;7 --6 CITY OF HUNTINGTON BEACH REQUEST FOR, CITY COUNCIL ACTION MEETING DATE: 6/5/2017 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Office of Business Development SUBJECT: Approve and authorize execution of an Agreement for Acquisition and Escrow Instructions with the M. Westland, LLC, for the Purchase of Real Property and Slope Easement for Heil Avenue Stormwater Pump Station — 16371 Gothard St. Statement of Issue: The City Council is asked to approve an Agreement for Acquisition and Escrow Instructions, in the amount of $1,065,000, along with escrow fees in the amount of $5,700, between the City and M. Westland, LLC ("Owner") for the purchase of a real property and a slope easement over a portion of the property located at 16371 Gothard Street, Huntington Beach for the construction of the new Heil Avenue Stormwater Pump Station. Financial Impact: Funds not to exceed $1,071,000 are budgeted in the Public Works Heil Avenue Pump Station Rehabilitation Project Account No. 31488001.82500 Recommended Action: A) Approve the Agreement for Acquisition and Escrow Instructions between the City of Huntington Beach and M. Westland, LLC; and, B) Authorize the Mayor to execute the "Purchase and Sale Agreement and Joint Escrow Instructions" and other related documents; and, C) Authorize the City Manager to execute any other related escrow documents. Alternative Action(s): Do not approve the Agreement and direct staff accordingly. Analysis: The existing Heil Avenue Stormwater Pump Station ("Existing Station") was constructed in the late 1960's as part of the original neighborhood development to provide flood protection for the low lying neighborhood homes. Based on current FEMA standards, the Existing Station does not have sufficient pumps to adequately pump sufficient storm water during a 100-year storm event. A new pump station has been designed as part of the City's Capital Improvement Projects in order to remedy the deficiencies ("Proposed Station") with the installation of four (4) new pumps. The Proposed Station requires the acquisition of 14,123 square feet of real property and a 1,932 square foot slope easement. HB -255- Item 16. - I Dept. ID ED 17-10 Page 2 of 2 Meeting Date: 6/5/2017 As a standard practice for property purchases, the City hires a certified property appraiser to conduct a fair market appraisal of the property to be purchased. This project, which has been a planned improvement since prior to 2008, has had several appraisals completed, to include an initial property appraisal by Paragon Partners in 2008, in 2012 by Valentine Appraisal & Associates, and was most recently reappraised to help conclude the property negotiations. Once a fair market value is determined through an appraisal, the City will negotiate with the owner to determine an acceptable purchase price. Accordingly, a purchase price of $1,065,000 has been negotiated with the Owner. A Phase II Environmental Assessment Report (dated May 11, 2017), was prepared as part of the due diligence for the Project, which recommended that no remediation is necessary to construct the Proposed Station. The Existing Station will remain in place since stormwater pipes and structures will continue to traverse the parcel. The pumps at the Existing Station will be removed once the Proposed Station is built. Staff recommends approval of the proposed purchase agreement to facilitate the construction of the Proposed Station. Environmental Status: Upon the close of escrow, Public Works staff will apply for all necessary land use entitlements and permits including CEQA compliance. Strategic Plan Goal: Enhance and maintain infrastructure Attachment(s): 1, Purchase and Sale Agreement and Joint Escrow Instructions Item 16. - 2 HB -2-56- 0 • PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into this � day of ..,1,,Zx.A_)1C—,-2017 ("Effective Date"), by and between M. WESTLAND, LLC ("Seller") and the CITY OF HUNTINGTON BEACH, a California municipal corporation ("City"). RECITALS A. Seller is the owner of that certain real property comprised of approximately 17.07 acres located at the northwest corner of Gothard Street and Heil Avenue in the City of Huntington Beach, County of Orange, State of California and identified as Assessor Parcel 4142-122-06 ("Larger Parcel"). The Larger Parcel is improved with five detached, concrete tilt -up industrial buildings. There is also graded land which is available for additional construction. B. In connection with the City's Heil Avenue Stormwater Rehabilitation Project ("Project"), City desires to acquire from Seller the following interests in the Larger Parcel for a pump station: (a) Fee title to that certain portion of the Larger Parcel described in the legal descriptions and depicted on the accompanying site maps labeled as Exhibits A and B of Exhibit "2" to this Agreement (the "Fee Parcel"). The Fee Parcel is comprised of approximately 14,123 square feet parcel located along the southwest boundary of the Larger Parcel adjacent to Heil Avenue. (b) A permanent slope easement in that certain portion of the Larger Parcel described in the legal descriptions and depicted on the accompanying site maps labeled as Exhibits C and D of Exhibit "2" to this Agreement (the "Slope Easement"). The Slope Easement is 6 feet wide and measures approximately 304 feet in length, totaling 1,825 square feet, and runs along the east and north sides of the Fee Parcel. The Fee Parcel and the Slope Easement are collectively referred to herein as the "Property." C. City has the authority to acquire property for public uses utilizing City's power of eminent domain. In lieu of City's exercise of said power and under the threat thereof, Seller is willing to sell the Property to City and City is willing to purchase the Property from Seller, upon the terms and conditions set forth in this Agreement. D. Seller has begun the application process for development of the unimproved portion ("Phase 2") of the Larger Parcel. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and City agree as follows: Page 1 of 10 • 0 PURCHASE AND SALE OF PROPERTY 1.1 Agreement to Purchase and Sell; Independent Consideration. Subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration set forth herein, Seller agrees to sell to City, and City agrees to purchase from Seller, the Property. 1.2 Purchase Price. 1.2.1 Amount of Purchase Price. The total purchase price which Seller agrees to accept and City agrees to pay for the Property and all interests therein is the sum of One Million Sixty -Five Thousand Dollars ($1,065,000.00) ("Purchase Price"). The Purchase Price is comprised of (1) Five Hundred Ninety -Six Thousand Seven Hundred Twenty -Eight Dollars ($596,728.00) payable for the Fee Parcel and Slope Easement, (2) Four Hundred Three Thousand Two Hundred Seventy -Two Dollars ($403,272.00) payable for injury to the Remainder Parcel (i.e., severance damages), and (3) Sixty -Five Thousand Dollars ($65,000.00) payable as partial reimbursement for attorney's fees and appraiser fees incurred in connection with City's acquisition. The amounts of the Purchase Price attributable to the interests acquired and severance damages, respectively, are based on appraisals obtained by, and exchanged between, Seller and City. 1.2.2 Payment of Purchase Price. At least two (2) days prior to the Close of Escrow, City shall deposit the Purchase Price into Escrow by a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash. 2. CONDITIONS OF TITLE 2.1 City's Acceptance of Conditions of Title. City accepts all covenants, conditions, restrictions, and reservations of record and all easements or rights -of -way over the land for public or quasi -public utility or public street purposes, if any. ESCROW 3.1 Opening of Escrow. Within two (2) business days after the Effective Date of this Agreement, the parties shall open an escrow ("Escrow") with Commonwealth Land Title Company, Newport Beach, CA ("Escrow Holder") at its offices located at 4100 Newport Place, Suite 120, Newport Beach, CA 92660, by delivering to Escrow Holder a fully executed copy of this Agreement. Upon receipt of a fully executed copy of this Agreement, Escrow Holder shall execute the Escrow Holder's acceptance attached hereto as Exhibit "1" and deliver a copy to Seller and City. 3.2 Close of Escrow. The Close of Escrow shall occur within ten (10) days after the date the Seller Closing Conditions and the City Closing Conditions in Sections 4.1 and 4.2 (other than the conditions on the delivery of documents and funds into Escrow, which shall occur during said ten (10) day period) are satisfied or waived by the benefited party, but in no event later than April 30, 2017 ("Closing Date"). The terms "Close of Escrow" and "Closing" shall mean the date the Fee Parcel Grant Deed and the Slope Easement Grant Deed are filed for recording in the Official Records of Orange County, California. 3.3 Escrow Instructions. This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of City and Seller to Escrow Holder as Page 2 of 10 0 well as an agreement between City and Seller. In the event of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail. 3.4 Deliveries by Seller. No later than two (2) business day preceding the Closing Date, Seller shall deliver the following to Escrow Holder: (a) a grant deed in the form attached hereto as Exhibit "3" ("Grant Deed") conveying to City (1) fee simple title to the Fee Parcel and (2) a slope easement over a defined portion of the Larger Parcel, duly executed and acknowledged by Seller; (b) an original Certificate of Non -Foreign Status in the form required by applicable law ("Non -Foreign Affidavit") and an original California Form 593-C Real Estate Withholding Exemption Certificate ("California Residency Affidavit"), each executed by Seller; and (c) all other sums and documents reasonably required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement. 3.5 Deliveries by City. No later than two (2) business day preceding the Closing Date, City shall deliver the following to Escrow Holder the following: (a) the Certificate(s) of Acceptance to be attached to the Fee Parcel Grant Deed and the Slope Easement Grant Deed, duly executed and acknowledged by City; (b) the Purchase Price in good funds; (c) the Memorandum of Understanding in the form attached hereto as Exhibit "4" (and discussed in Section 6.1), duly executed and acknowledged by City; and (d) all other sums and documents reasonably required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including the Escrow fee. 3.6 Closing Statement. No later than two (2) business days prior to the Closing Date, Escrow Holder shall deliver an estimated closing statement to City and Seller. 3.7 Closing, Recording and Disbursements. On the Closing Date and when all of the conditions precedent to the Close of Escrow set forth in Section 4 of this Agreement have been satisfied, or waived in writing by the benefited party, Escrow Holder shall take the actions set forth in this Section 3.7. (a) Recording. Escrow Holder shall cause the Fee Parcel Grant Deed and the Slope Easement Grant Deed to be recorded in the Official Records of Orange County, California. (b) Disbursement of Purchase Price. Escrow Holder shall disburse to Seller the Purchase Price. Page 3 of 10 0 (c) Delivery of Documents. The original of the Fee Parcel Grant Deed and the Slope Easement Grant Deed shall be returned to City after recordation. The Title Policy referred to in Section 4.2(b) of this Agreement shall be delivered to City within twenty (20) days after the Closing Date. 3.8 Payment of Costs. Seller and City shall each pay one half the Escrow fee and recording costs; City shall pay any documentary transfer taxes and all title insurance premiums for the City's Title Policy premium. Seller shall pay the costs required to remove any monetary liens and encumbrances affecting the Fee Parcel. Seller and City shall each be responsible for their respective attorneys' fees incurred in connection with this Agreement. 3.9 Real Property Taxes. City is a public entity and is not required to pay property taxes. Seller shall pay all property taxes and assessments which may be assessed during the period of Seller's ownership. Seller may apply for a refund for any portion of taxes and assessments paid by Seller and allocated to any period after the Closing Date, in accordance with the applicable provisions of the Revenue and Taxation Code (see §§ 5081-5091). 3.10 Possession. Seller shall deliver the Fee Parcel and the Slope Easement to City at the Close of Escrow free and clear of all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature other than the title exceptions accepted by City in accordance with Section 2.1 of this Agreement. 3.11 Escrow Cancellation. If Escrow fails to close due to Seller's Default (as defined herein), Seller shall pay all fees, charges and expenses actually charged by Escrow Holder and the Title Company to the parties in connection with the cancellation of the Escrow and the title order, if any. If Escrow fails to close for any other reason, including City's Default, City shall pay all such charges. CONDITIONS TO CLOSE OF ESCROW 4.1 Seller Closing Conditions. In addition to any other condition set forth in this Agreement in favor of Seller, Seller shall have the right to condition its obligation to convey fee simple title to the Fee Parcel and the Slope Easement to the City, and close the Escrow upon the satisfaction, or written waiver by Seller, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the "Seller Closing Conditions"): (a) City Deliveries Made. City has deposited with Escrow Holder all sums and documents required of City by this Agreement. (b) No Default. City shall not be in Default of any of its obligations under this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects. 4.2 City Closing Conditions. In addition to any other condition set forth in this Agreement in favor of City, City shall have the right to condition its obligation to purchase the Fee Parcel and Slope Easement, and close the Escrow upon the satisfaction, or written waiver by City, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the "City Closing Conditions"): Page 4 of 10 • (a) Seller Deliveries Made. Seller has deposited with Escrow Holder all documents required of Seller by this Agreement to close Escrow. (b) Title Policy. The Title Company is unconditionally and irrevocably committed to issue to City at Closing a CLTA standard coverage owner's title policy, or, upon City's request and payment, an ALTA extended coverage owner's policy of title insurance, insuring City's title to the Fee Parcel and Slope Easement in the amount of the Purchase Price, subject to the standard exceptions and exclusions from coverage contained in such form of the policy and title exceptions that City accepts pursuant to Section 2.1 of this Agreement. (c) No Default. Seller shall not be in Default of any of its obligations under this Agreement, and Seller's representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date. 4.3 Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by City or Seller, each party shall use its diligent efforts, in good faith, and at its own cost, to satisfy such condition. 4.4 Waiver of Conditions to Closing. Seller may at any time or times, at its election, waive any of the conditions set forth in Section 4.1 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Seller and delivered to City and Escrow Holder. City may at any time or times, at its election, waive any of the conditions set forth in Section 4.2 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by City and delivered to Seller and Escrow Holder. 4.5 Termination. In the event any of the Seller Closing Conditions set forth in Section 4.1 is not fulfilled by the outside date for the Closing Date as set forth in Section 3.2, or such earlier time period as provided for herein or waived by Seller pursuant to Section 4.4, and provided Seller is not in Default of this Agreement, Seller may at its option terminate this Agreement and the Escrow opened hereunder. In the event any of the City Closing Conditions set forth in Section 4.2 is not fulfilled by the outside date for the Closing Date as set forth in Section 3.2, or such earlier time period as provided for herein or waived by City pursuant to Section 4.4, and provided City is not in Default of this Agreement, City may at its option terminate this Agreement and the Escrow opened hereunder. In the event this Agreement is terminated, except as otherwise set forth below, all closing documents and funds delivered by Seller to City or Escrow Holder shall be returned immediately to Seller, and all closing documents and funds delivered by City to Seller or Escrow Holder shall be returned immediately to City. No termination under this Agreement shall release any party then in Default from liability for such Default. REPRESENTATIONS AND WARRANTIES 5.1 Seller's Representations and Warranties. Seller hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made and the acquisition by City of the Property will have been made in material reliance by City on such covenants, representations and warranties: Page 5 of 10 • 0 (a) Each of the persons executing this Agreement on behalf of Seller is duly authorized to do so, and Seller has full right and authority to enter into this Agreement and consummate the transaction contemplated herein. (b) Seller is now and at all times between the date hereof and Closing, inclusive, will be the owner of the entire right, title and interest in and to the Property. (c) There are no leases or other agreements relating to the right of possession or occupancy of the Fee Parcel or the Slope Easement. (d) Seller has not entered into any agreements with any other party to sell or convey the Property or any portion thereof and the Property is not subject to any options or rights of first refusal. (e) To Seller's knowledge, there are no actions, suits, claims or other proceedings pending that could affect Seller's ability to perform its obligations under this Agreement. (f) All bills and claims for labor performed for the benefit of Seller with respect to the Property have been paid in full. 5.2 City's Representations and Warranties. City hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made and the sale of the Property will have been made in material reliance by Seller on such covenants, representations and warranties: (a) Each of the persons executing this Agreement on behalf of City is duly authorized to do so, and City has full right and authority to enter into this Agreement and consummate the transaction contemplated herein (including the covenant to waive the requirement of onsite storage as set forth in Section 6). (b) City will process approval of the Phase 2 development application expeditiously. City staff will work closely with Seller's engineer, William Lee Miller, to complete the approval process. All representations and warranties contained herein shall be true and correct on the date hereof and on the Closing Date and Seller's liability from misrepresentation of or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing for a period of two (2) years. References to the "knowledge" of Seller shall refer only to the actual knowledge of the Seller's principals and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other employee, representative, or agent of Seller, or to impose upon Seller's principals any duty to investigate the matter to which such actual knowledge or the absence thereof pertains. 6. WAIVER OF REQUIREMENT FOR ONSITE STORAGE OF DRAINAGE 6.1 City's Waiver. City waives any requirement, now or in the future, subject to Section 6.2 below, of onsite storage of drainage for the Larger Parcel and City agrees to take all drainage from Seller's catch basin for the Larger Parcel into City's system. The Purchase Price reflects a substantial financial benefiti.e., decrease of $240,000.00 in the amount of total Page 6 of 10 compensation for City's acquisition —for City agreeing to permanently waive the required onsite storm retention requirement. Whereas City's waiver benefits the Larger Parcel and not Seller individually, City and Seller intend for City's waiver to run with the land —that is, the waiver is intended to benefit any and all successors in title to the Larger Parcel. Accordingly, City's waiver will be memorialized in a Memorandum of Understanding in the form attached hereto as Exhibit "4", duly executed by City, to be filed for recording in the Official Records of Orange County, California. 6.2 Seller's Damages for Requirement of Onsite Storage of Drainage. If, for any reason, City imposes/retains a requirement of onsite storage of drainage in connection with Seller's Phase 2 development, Seller is entitled to payment of Two Hundred Forty Thousand Dollars ($240,000.00), plus interest at the legal rate beginning on the date this Agreement is executed. Notwithstanding any other provision in this Agreement (including Section 10.2), Seller shall be entitled to recover all expenses, including attorney's fees, reasonably incurred in enforcing this Section. DEFAULTS In the event of a default by any party under this Agreement, the non -defaulting party shall provide written notice to the defaulting party of the existence of such default, and the defaulting party shall have a period of thirty (30) days after receipt of such written notice to cure such default; provided, however, if such default cannot reasonably be cured within thirty (30) days, the defaulting party shall not be in default if such party commences to cure the default within such thirty (30) day period and diligently and in good faith continues to cure the same thereafter. As used in this Agreement, the term "Default" shall refer to a default by party hereto that is not timely cured as set forth above. In the event of a Default by any party under this Agreement, the non -defaulting party shall have all rights and remedies for such breach available at law or in equity, including without limitation the remedy of specific performance. SALE UNDER THREAT OF CONDEMNATION City's purchase of the Fee Parcel and the Slope Easement is in contemplation of the use of the Property for the Project. This negotiated acquisition arose during City's investigations of the acquisition of the Property for the Project. City has the authority to acquire property by eminent domain for public purposes. Seller has agreed to enter into this Agreement with City under the threat of City's exercise of its power of eminent domain. In the event this negotiated sale did not occur, subject to and pending its completion of the necessary statutory procedures set forth in Government Code § 7267 et seq., and Code of Civil Procedure § 1230.010 et seq., City's staff was prepared to have taken the steps thereunder to seek authorization from the City Council, and staff was prepared to recommend to the City Council initiation of the steps, to acquire the Property for public purposes pursuant to Government Code § 7267 et seq., and Code of Civil Procedure § 1230.010 et seq., including providing notice to Seller of its opportunity to be heard and to agendize, consider, and take action on a resolution of necessity under Code of Civil Procedure § 1245.230 et seq. Without City's threat of condemnation, Seller would not sell the Fee Parcel and the Slope Easement to City. In fact, Seller planned to develop and use the Fee Parcel as part of its Phase 2 development of the Larger Parcel. Page 7 of 10 0 0 RELEASE AND WAIVER Other than the City's obligations under this Agreement, Seller, for itself and its agents, successors, assigns (collectively, the "Releasor"), fully releases, acquits and discharges City and its officers, officials, employees, attorneys, and agents (all of the foregoing, collectively, the "Released Parties"), from all rights, claims, demands, actions or causes of action that Releasor has or may have against the Released Parties arising out of or related to City's acquisition of the Fee Parcel and the Slope Easement, including, but not limited to Releasor's property rights and interest, relocation benefits and assistance, all leasehold interests and rights of tenancy or occupancy, all improvements, furniture, fixture, and equipment, business goodwill, lost rental income or sublease or license income, severance damages, damages for impairment of use or access, pre -condemnation damages, economic or consequential damages, litigation expenses, professional consultant fees, attorney's fees and costs, expert witness fees and costs, interest, all other costs, and any and all compensable interests, and/or damages, and/or claims, of any kind and nature, claimed or to be claimed, suffered or to be suffered, by Releasor, by reason of City's acquisition of the Fee Parcel and the Slope Easement and construction of the Project in the manner proposed. Notwithstanding the foregoing, the parties acknowledge and agree that the foregoing release shall not extend to claims arising out of or relating to the parties' obligations under this Agreement. 10. MISCELLANEOUS 10.1 Notices. All notices required to be delivered under this Agreement to a party must be in writing and shall be effective (a) when personally delivered by the other party or messenger or courier thereof; (b) three (3) business days after deposit in the United States mail, registered or certified; (c) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (d) upon receipt of a facsimile transmission, in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as a party may hereafter designate by written notice to the other party hereto: To City: City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach, CA 92648 Attn: Fred Wilson, City Manager Email: Fred. Wilsong surfcity-hb.org To Seller: M. Westland, LLC 13070 Old Bolsa Chica Rd. Westminster, CA 92683 Attn: W. Lee Miller Email: showcase-lee@cox.net Copy to: Enterprise Counsel Group, ALC Three Park Plaza, Suite 1400 Irvine, California 92614 Attn: Cory L. Webster, Esq. Facsimile: (949) 833-8540 Page 8 of 10 • 0 10.2 Litigation Expenses. Subject to Section 6.2, each party shall be responsible for its own legal fees and expenses incurred in connection with any litigation between any of the parties arising from this Agreement. 10.3 Assignment. Subject to the promises contained in Section 6 and the Memorandum of Understanding in the form attached hereto as Exhibit "4," no party shall assign this Agreement or any right or privilege that party might have under this Agreement without the prior written consent of the other parties, which may be granted or withheld in that parry's sole discretion. 10.4 Further Assurances. Whenever and as often as requested by a party, the other party will promptly execute and deliver, or cause to be executed and delivered, all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to further and more fully discharge and perform the obligations and agreements hereunder, and to more fully vest in such requesting party, all rights, interests, powers, benefits, privileges and advantages conferred, or intended to be conferred upon it by this agreement. 10.5 Commissions. Seller and City each represent and warrant to the other that no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated hereby on account of or due to the acts or omissions of such representing party, and each agrees to and does hereby indemnify, defend and hold the other harmless from and against the payment of any commission to any other person or entity claiming by, through or under Seller or City, as applicable. This indemnification shall extend to any and all claims, liabilities, and costs and expenses (including reasonable attorneys' fees and litigation costs) arising as a result of such claims and shall survive the Closing. 10.6 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 10.7 Entire Agreement, Waivers, and Amendments. This Agreement and its exhibits incorporate all of the terms and conditions mentioned herein, or incidental hereto. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and City. 10.8 Governing Law; Venue. This Agreement shall be construed according to its fair meaning and as if prepared by all parties hereto. This Agreement shall be construed in accordance with the laws of the State of California, without regard to conflict of law principles. All legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that County. 10.9 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 10.10 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement, which are intended by their express terms to survive the Close of Escrow, shall survive the Close of Escrow, and shall not be merged with the Grant Deeds. Page 9 of 10 • 10.11 Execution in Counterpart and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery, and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Facsimile and electronic signature pages shall constitute originals and shall be binding. 10.12 Exhibits. Exhibits "1," "2," "3," and "4" attached to this Agreement are incorporated herein by this reference and made a part hereof. Said Exhibits are identified as follows: Exhibit "1" Acceptance by Escrow Holder Exhibit "2" Legal Description and Depiction of Fee Parcel (Exhibits A and B) and Slope Easement (Exhibits C and D) Exhibit "3" Grant Deed Exhibit "4" Memorandum of Understanding M. Westland, LLC By: Print name: William Lee Miller Its: Member Date: AND By: Print name: Walter James Miller Its: Member Date: of Huntington Beach, a municipal oration of the State of California Mayor � w Date: rY�, APPROVED AS TO FORM: ii'7acCity Attorney IV Date: INITIATED AND APPROVED: i Deputy Director 00 us Deputy Development Date: 6 h-- S Page 10 of 10 D APPROVED: 10.11 Execution in Counterpart_ and Electronic Signatures. tures. This Agreement may be executed in any number of counterparts; each of which shall be effective only upon delivery, and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Facsimile and electronic signature pages shall constitute originals and shall be binding. 10.12 Exhibits. Exhibits "1." "2," "3," and "4" attached to this Agreement are incorporated herein by this reference and made a part hereof. Said Exhibits are identified as follows: Exhibit "1" Acceptance by Escrow Holder Exhibit "2" Legal Description and Depiction of Fee Parcel (Exhibits A and B) and Slope Easement (Exhibits C and D) Exhibit "3'' Grant Deed Exhibit "4" Memorandum of Understanding M. Westland, C City of Huntington Beach, a municipal corporation of the State of California By: r Print name: William Lee Miller Its: Member Date: 'z— 2� AND By: Print name: Walter ames Miller Its: Member Date: Mayor Date: APPROVED AS TO FORM: City Attorney Date: INITIATED AND APPROVED: Deputy Director of Business Development Date: REVIEWED AND APPROVED: City Manager Date: Page 10 of 10 0 • EXHIBIT 111" Cc3mmcDnvveamth- LAND • ESCROW ACCEPTANCE LETTER Date: June 15, 2017 Escrow Number: 09181385-918-GKD Escrow Officer: Grace U. Kim Property Address: 16371 Gothard Street, Huntington Beach, CA (APN 142-122-06), Orange County, CA. This letter shall serve as notification of the opening of escrow with Commonwealth Land Title Company, under the above referenced escrow number for property known as 16371 Gothard Street, Huntington Beach, Orange County, CA. The opening date is June 15, 2017, said date being the date Escrow Holder received PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") by and between City of Huntington Beach, a California municipal corporation (herein, "Buyer") and M. Westland, LLC ("Seller"). Commonwealth Land Title Company as Escrow Holder accepts said Agreement as the complete Agreement between the parties and agrees to act in accordance with the terms, conditions and provisions as required and as applicable to the closing of this escrow. The parties agree to hand escrow holder all necessary documents and funds to comply with all terms, conditions and provisions and as a condition of escrow holder's acceptance of the limited agency, agree to be bound by the attached General Provisions. Escrow Holder is given instructions to perform certain acts or with those paragraphs where Escrow Holder would generally and reasonably be expected to act. All other provisions of the Agreement, which the parties consider to be binding upon themselves, are considered to be outside the scope of Escrow Holder's responsibilities. Should there be a conflict in the terms of escrow holder's General Provisions and those of the Agreement, THE LATTER SHALL GOVERN. ATTORNEY RELEASE: If either party is represented by an attorney, Escrow Holder shall communicate with and rely upon instructions provided by the attorney. TERMINATION, BREACH OR DEFAULT: In the event of termination, breach or default by either Buyer or Seller, Escrow Holder may require mutual written instructions prior to the disbursement of any funds or documents. AUTOMATIC TERMINATION: In the event the Agreement contains an automatic termination clause, the cancellation of this escrow and disbursement of funds in accordance therewith, shall be without liability to escrow holder, without notice to or additional instruction from either party and notwithstanding any conflicting instructions that may be deposited by either party to the contrary. Buyer and Seller shall indemnify and hold escrow holder harmless from any loss that may be sustained due to escrow holder's compliance with said instructions. INVESTMENT OF FUNDS: In the event either party calls for the investment of funds, it is acknowledged by Buyer and Seller that escrow holder must be in receipt of its standard form of investment instructions executed by the respective party and together with a completed and executed W-9 form that is required by the Bank prior to the establishment of the investment account. All parties are advised to seek the advice of their legal and/or tax representatives prior to the execution of this instruction. Buyer is made aware that the current rate of interest offered by most institutional Banks being less than 0.10% and the Escrow Fee of $50.00 to open and maintain an interest bearing account would not be an equitable profit to Buyer and therefore unless requested in writing otherwise, NO funds will be placed in an Interest Bearing Account. IMPORTANT NOTICE REGARDING DEPOSIT OF FUNDS FOR CLOSING: Funds received by WIRE TRANSFER are available for immediate disbursement at the close of escrow. Other forms of payment deposited may cause extended delays in closing. Escrow Holder will not be responsible for any such delays due to the type of deposits made. Therefore, we strongly urge any deposits made for closing funds to be in the form of a wire transfer. Please contact your escrow officer for our wiring instructions, or if you have any questions regarding this notice. DOCUMENT EXECUTION GUIDELINE: Prior to the execution of any recordable documents, please refer to our Documents Execution Guidelines attached hereto as Exhibit «A" NOTICES: All notices for Escrow Holder should be forwarded to: Grace Kim, Commercial Escrow Officer Commonwealth Land Title Company 4100 Newport Place Dr., Suite 120 Newport Beach, CA. 92660 Direct: (949)724-3141/ eFax: (714)459-7217/ Email: yukimgcltic.com Thank you for choosing Commonwealth Land Title Company. We appreciate your business and look forward to a successful closing. Please contact me with any questions or concerns. Sincerely, Qrac& u X t*v Commercial Escrow Officer COMMONWEALTH LAND TITLE COMPANY GENERAL PROVISIONS Please read this important information (Revised June, 2014) 1. DEPOSIT OF FUNDS The law dealing with the disbursement of funds requires that all funds be available for withdrawal as a matter of right by the title entity's escrow and/or sub escrow account prior to disbursement of any funds. Only cash or wire - transferred funds can be given immediate availability upon deposit. Cashier's checks, teller's checks and Certified checks may be available one business day after deposit. All other funds such as personal, corporate or partnership checks and drafts are subject to mandatory holding periods which may cause material delays in disbursement of funds in this escrow. In order to avoid delays, all fundings should be wire transfer. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or of availability of deposited checks. Parties are aware and understand the California Insurance Code Section 12413.1 (also known as "Good Funds"). Deposit of funds into general escrow trust account unless instructed otherwise. You may instruct Escrow Holder to deposit your funds into an interest bearing account by signing and returning the "Notice of Opportunity to Open Interest Bearing Account", which has been provided to you. If you do not so instruct us, then all funds received in this escrow shall be deposited with other escrow funds in one or more general escrow trust accounts, which include both non -interest bearing demand accounts and other depository accounts of Escrow Holder, in any state or national bank or savings and loan association insured by the Federal Deposit Insurance Corporation (the "depository institutions") and may be transferred to any other such escrow trust accounts of Escrow Holder or one of its affiliates, either within or outside the State of California. A general escrow trust account is restricted and protected against claims by third parties and creditors of Escrow Holder and its affiliates. Receipt of benefits by Escrow Holder and affiliates. The parties to this escrow acknowledge that the maintenance of such general escrow trust accounts with some depository institutions may result in Escrow Holder or its affiliates being provided with an array of bank services, accommodations or other benefits by the depository institution. Some or all of these benefits may be considered interest due you under California Insurance Code Section 12413.5. Escrow Holder or its affiliates also may elect to enter into other business transactions with or obtain loans for investment or other purposes from the depository institution. All such services, accommodations, and other benefits shall accrue to Escrow Holder or its affiliates and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of such services, accommodations, interest or other benefits. Said funds will not earn interest unless the instructions otherwise specifically state that funds shall be deposited in an interest -bearing account. All disbursements shall be made by check of COMMONWEALTH LAND TITLE COMPANY. The principals to this escrow are hereby notified that the funds deposited herein are insured only to the limit provided by the Federal Deposit Insurance Corporation. Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction. Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of (1) satisfaction of conditions precedent or (2) document recordation at close of escrow. Escrow Holder will NOT be held responsible for lost interest due to wire delays caused by any bank or the Federal Reserve System, and recommends that all parties make themselves aware of banking regulations with regard to placement of wires. In the event there is insufficient time to place a wire upon any such confirmation or the wires have closed for the day, the parties agree to provide written instructions for an alternative method of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT INSTRUCTION, FUNDS WILL BE HELD IN TRUST IN A NON -INTEREST BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE PLACEMENT. 2. PRORATIONS AND ADJUSTMENTS All prorations 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. You are to use information contained on last available tax statement, rental statement as provided by the Seller, beneficiary's statement and fire insurance policy delivered into escrow for the prorations provided for herein. 3. GENERAL/SPECIAL PROPERTY TAXES, SUPPLEMENTAL TAX BILLS, BONDS AND ASSESSMENTS General/Special Property Taxes: Escrow holder shall prorate general and special taxes for the current fiscal year, based on the most recent and available tax bill from the County Assessor's for this subject property. Supplemental Taxes: Buyer is advised the County Tax Assessor will revalue property which changes ownership or contains new construction, and this revaluation may result in a supplemental assessment. The supplemental taxes will be assessed from the date of the change in ownership or completion of construction. In addition, a lien of supplemental taxes for the current fiscal year, if any, assessed pursuant to Chapter 3.5 (commencing with Section 75) of the California Revenue and Taxation Code will be prorated at the close of escrow. Bonds and Assessments: All existing unpaid bonds and assessments levied or assessed prior to the date of the close of escrow shall be prorated, based upon the latest available public information. Any assessments made by the Tax Assessor prior to closing but not part of the public records and not disclosed by the Seller in writing to escrow holder, including but not limited to: weed abatement and code violations, shall not be the responsibility of escrow holder and will not be included in any prorations at closing. The parties agree to make any adjustments outside of escrow. Refunds: Any tax refunds issued to Seller outside of this escrow by the Tax Collectors office which are not of public record and are not disclosed in writing to escrow holder prior to the close of escrow, shall not be the responsibility of escrow holder in the proration calculations used for the closing of this transaction. The parties are to make any adjustments OUTSIDE OF THIS ESCROW and agree the escrow holder shall have no responsibility regarding same. It is the sole responsibility of the Seller to disclose to the Buyer if such a refund is received. Any tax bills, supplemental tax bills, bonds and assessments issued, levied or adjusted after the close of this transaction shall be handled directly between Buyer and Seller, outside of escrow. 4. UTILITIES/POSSESSION Transfer of utilities and possession of the premises are to be settled by the parties directly and outside escrow. 5. PREPARATION AND RECORDATION OF INSTRUMENTS Escrow Holder is authorized to prepare, obtain, record and deliver the necessary instruments to carry out the terms and conditions of this escrow and to order the policy of title insurance to be issued at close of escrow as called for in these instructions. Close of escrow shall mean the date instruments are recorded. 6. SPECIAL RECORDING; LATE CONFIRMATION OF RECORDING Seller's proceeds may not be available, and encumbrances may not be paid off, until the first business day following the day of recording if 1) documents recorded at close of escrow are recorded later in the day than 8:00 a.m. (which is called a "special recording") or if 2) the County Recorder does not provide confirmation of recording within sufficient time to allow same -day disbursement of funds by wire or check. 7. AUTHORIZATION TO FURNISH COPIES You are authorized to furnish copies of these instructions, supplements, amendments, notices of cancellation and closing statements, to the Real Estate/Mortgage Broker(s) and Lender(s) named in this escrow. Any requests for duplicate copies of the file or any documentation within the file, after the close of escrow, is subject to an additional work charge of $25.00. S. FEES PAID IN ADVANCE: Escrow holder is instructed to use Buyer's funds deposited into escrow to pay any advanced fees required prior to close of escrow for such items as, but not limited to, charges by a Homeowners Association or their designated management company for ordering documents, lender's charges for a payoff statement, or city's charge for city reports or inspections related thereto. You are authorized, at the close of escrow, to charge the appropriate party for any fees advanced. In the event escrow should cancel, Buyer and Seller agree to handle the exchange of any documents, inspections, reports and/or funds advanced, outside of this escrow. Escrow holder shall not be held liable or responsible for the reimbursement of funds advanced or the return of any documentation provided to Buyer. 9. FEES, CHARGES AND MESSENGER FEES Escrow, Title and Overnight Fees are to be charged to the principals' accounts in accordance with the posted rates filed with the Department of Insurance. The charges which the Company will make for sending documents and/or checks via overnight services shall be the amount actually billed providing a bill is secured by escrow holder. Special messenger fees will be charged at the actual cost of the messenger service. Recording charges are to be charged to the principals' accounts in accordance with customary practices in this County, unless Escrow Holder is instructed to do otherwise in writing. 10. RIGHT OF CANCELLATION Any principal instructing you to cancel this escrow shall file notice of cancellation in your office in writing. You shall, within two (2) working days thereafter, deliver one copy of such notice to each of the other principals at the addresses stated in this escrow. UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN YOUR OFFICE BY A PRINCIPAL WITHIN TEN (10) DAYS AFTER DATE OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. If written objection is filed, you are authorized to hold all money and instruments in this escrow and take no further action until otherwise directed, either by the principals' mutual written instructions, or by final order of a court of competent jurisdiction. 11. RIGHT OF RESIGNATION Escrow Holder has the right to resign upon written notice delivered to the principals herein. If such right is exercised, all funds and documents shall be returned to the party who deposited them and Escrow Holder shall have no liability hereunder. 12. HAZARD INSURANCE POLICIES Buyer shall obtain Fire/Hazard Insurance coverage, if applicable, on the subject property prior to the close of escrow, as per requirements of the new lender. If Buyer has not paid policy premium prior to close of escrow, Escrow Holder is authorized and instructed to debit Buyer's account with the cost of the annual premium and pay such premium to the insurance agent and/or company, at the close of escrow, from funds deposited by Buyer. Escrow Holder is instructed to request that the insurance company deliver the original policy and copies, as required, to all necessary parties. In the event the property is covered by a blanket insurance policy, Buyer shall provide Escrow Holder with a Certificate of Insurance. FAILURE TO PROVIDE FIRE/HAZARD INSURANCE WILL DELAY THE CLOSE OF ESCROW. Escrow Holder has no obligation to obtain fire or other insurance in the absence of a written instruction to do so. Further, there shall be no responsibility upon the part of Escrow Holder to renew hazard insurance policy(s) upon expiration or otherwise keep it in force either during or subsequent to the close of escrow. Cancellation of any existing hazard insurance policies is to be handled directly by the principals, and outside of escrow. 13. ACTION IN INTERPLEADER The principals hereto expressly agree that you, as Escrow Holder, have the absolute right at your election to file an action in interpleader requiring the principals to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court all documents and funds held in this escrow. In the event such action is filed, the principals jointly and severally agree to pay your cancellation charges and costs, expenses and reasonable attorney's fees which you are required to expend or incur in such interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon the filing of such action, you shall thereupon be fully released and discharged from all obligations imposed by the terms of this escrow or otherwise. 14. TERMINATION OF AGENCY OBLIGATION If there is no action taken on this escrow within six (6) months after the "time limit date" as set forth in the escrow instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, monies or other items held by you shall be returned to the parties depositing same. In the event of cancellation of this escrow, whether it be at the request of any of the principals or otherwise, the fees and charges due COMMONWEALTH LAND TITLE COMPANY, including expenditures incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 15. CONFLICTING INSTRUCTIONS/DISPUTES Upon receipt of any conflicting instructions, you are to take no action in connection with this escrow until non - conflicting instructions are received from all of the principals to this escrow (subject to sections 10, 11, and 13 above). No notice, demand or change of instruction shall be of any effect in this escrow unless given in writing by all parties affected thereby. In the event a demand for funds and/or documents deposited with Escrow Holder in connection with this escrow is made and which is not concurred in by all parties hereto, Escrow Holder, notwithstanding which party made such demand, may elect to do any of the following: (i) Take no further action in connection with this escrow and continue to hold such funds and/or documents until receipt of mutual concurring instructions from all parties to this escrow as to the disposition of such funds and/or documents; (ii) Commence an action in interpleader and obtain an order from the court allowing Escrow Holder to deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow; or (iii)In the event that any party commences an action against any other party with respect to this escrow, deposit such funds and/or documents with the court, in which case Escrow Holder shall have no further liability or obligations with respect to this escrow. In the event Escrow Holder interpleads any funds and/or documents with any court pursuant to either subparagraphs (ii) or (iii) above, Escrow Holder shall be entitled to reimbursement of its reasonable attorneys' fees and expenses of litigation in connection with such action and any cancellation or work charges incurred during the transaction. 16. DELIVERY/RECEIPT Delivery to principals as used in these instructions, unless otherwise stated, shall be by personal delivery to the principal, regular mail, email or fax to any of the contact information, provided by the principals or their representatives, to escrow holder. If delivered by regular mail receipt is determined to be 72 hours after such mailing. All documents, balances and statements due to the undersigned may be delivered to the contact information provided. All notices, change of instructions, communications and documents, addressed to Escrow Holder, are to be delivered in writing to the office of COMMONWEALTH LAND TITLE COMPANY at the address as set forth in these instructions. 17. STATE/FEDERAL CODE NOTIFICATIONS 1099 Reporting: According to Federal Law, the Seller, when applicable, will be required to furnish escrow holder with sufficient information in order to file a 1099 statement to the Internal Revenue Service. PCOR FORM: Prior to the close of escrow, Buyer may hand Escrow Holder a fully completed and executed "Preliminary Change of Ownership Report" (PCOR) pursuant to the requirements of California Revenue and Taxation Code Section 480.3. Buyer may elect not to complete and execute said form prior to the close of escrow. Should Buyer choose not to execute the PCOR or should the County Recorder's office reject the PCOR for any reason, Buyer is aware that a $20.00 charge will be assessed by the County Recorder's office and Escrow Holder will charge the account of Buyer accordingly. In the event the PCOR has not been filed at the time the documents record OR the County Tax Assessors office determines that the form has not been properly completed, Buyer will be responsible for obtaining and completing a new PCOR and any additional documents that may be required by the Assessor's office. Failure to file a proper PCOR will result in additional penalties in accordance with Section 480 of the California Revenue and Taxation Code. Escrow Holder's sole duty shall be the delivery of the PCOR to the County Recorder at the time of recordation of transfer documents, if it is provided to Escrow Holder. Escrow Holder assumes no liability or responsibility regarding the proper completion of the PCOR. NON-RESIDENT ALIEN (FIRPTA): The Foreign Investment in Real Property Tax Act (FIRPTA), Title 26 U.S.C., Section 1445, and the regulations there under, provide in part, that a transferee (buyer) of a U.S. real property interest from a foreign person (non-resident alien) must withhold a tax equal to ten percent (10%) of the amount realized on the disposition, report the transaction and remit the withholding to the Internal Revenue Service within twenty (20) days after the transfer. COMMONWEALTH LAND TITLE COMPANY has not and will not participate in any determination of whether the FIRPTA tax provisions are applicable to the subject transaction, nor act as a Qualified Substitute nor furnish tax advice to any party to the transaction. COMMONWEALTH LAND TITLE COMPANY is not responsible for determining whether the transaction will qualify for an exception or an exemption and is not responsible for the filing of any tax forms with the Internal Revenue Service as they relate to FIRPTA. COMMONWEALTH LAND TITLE COMPANY is not the agent for the buyer for the purposes of receiving and analyzing any evidence or documentation that the Seller in the subject transaction is a U.S. citizen or resident alien. The buyer is advised they must independently make a determination of whether the contemplated transaction is taxable or non-taxable and the applicability of the withholding requirement to the subject transaction, and should seek the advice of their attorney or accountant. COMMONWEALTH LAND TITLE COMPANY is not responsible for the payment of this tax and/or and penalty and/or interest incurred in connection therewith and such taxes are not a matter covered by the Owner's Policy of Title Insurance to be issued to the Buyer. The Buyer is advised they bear full responsibility for compliance with the tax withholding requirement if applicable and/or for payment of any tax, interest, penalties and/or other expenses that may be due on the subject transaction. CALIFORNIA WITHHOLDING: In accordance with Section 18662 of the Revenue and Taxation Code, a buyer may be required to withhold an amount equal to 3 1/3 percent of the sales price or the amount that is specified in a written certificate executed by the transferor in the case of a disposition of California real property interest by either: 1. A seller who is an individual, trust, or estate or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the seller, OR 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California real property. The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000), OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller is a corporation with a permanent place of business in California, OR 3. The seller, who is an individual, trust, estate or a corporation without a permanent place of business in California executes a written certificate, under the penalty of perjury, of any of the following: A. The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code). B. The last use of the property being conveyed was use by the transferor as the transferor's principal residence within the meaning of Section 121 of the Internal Revenue Code, C. The California real property being conveyed is or will be exchanged for property of like kind (within the meaning of Section 1031 of the Internal Revenue Code), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under Section 1031 of the Internal Revenue Code. D. The California real property has been compulsorily or involuntarily converted (within the meaning of Section 1033 of the Internal Revenue Code) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under Section 1033 of the Internal Revenue Code. E. The California real property transaction will result in a loss or a net gain not required to be recognized for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case -by -case basis for corporations or other entities. Buyer understands that in no event will Escrow Holder undertake to advise Buyer and/or Buyer's representative on the possible application of the above code sections to this specific transaction. Unless expressly instructed by Seller and Buyer herein, Buyer understands that Escrow Holder will NOT assist in obtaining a waiver from withholding from the Franchise Tax Board. Should Buyer and Seller herein direct Escrow Holder to undertake any activities pursuant to the withholding provisions under California law, Buyer and Seller agree to cooperate fully in providing necessary information to Escrow Holder. Buyer and Seller agree to indemnify and hold Escrow Holder harmless in the event of noncompliance resulting from information supplied by either Buyer and/or Seller. For additional information concerning the withholding provisions under the code sections referenced above, please contact the Franchise Tax Board -Withhold - at -Source Unit at (888) 792-4900, P.O. Box 651, Sacramento, CA 95812-0651. Web address: www.ftb.ca.00v 18. ENCUMBRANCES Escrow Holder is to act upon any statements furnished by a lienholder or his agent without liability or responsibility for the accuracy of such statements. Any adjustments necessary because of a discrepancy between the information furnished Escrow Holder and any amount later determined to be correct shall be settled between the parties direct and outside of escrow. You are authorized, without the need for further approval, to debit my account for any fees and charges that I have agreed to pay in connection with this escrow, and for any amounts that I am obligated to pay to the holder of any lien or encumbrance to establish the title as insured by the policy of title insurance called for in these instructions. If for any reason my account is not debited for such amounts at the time of closing, I agree to pay them immediately upon demand, or to reimburse any other person or entity who has paid them. 19. ENVIRONMENTAL ISSUES Escrow Holder has made no investigation concerning said property as to environmental/toxic waste issues. Any due diligence required or needed to determine environmental impact as to forms of toxification, if applicable, will be done directly and by principals outside of escrow. Escrow Holder is released of any responsibility and/or liability in connection therewith. 20. USURY Escrow Holder is not to be concerned with any questions of usury in any loan or encumbrance involved in the processing of this escrow and is hereby released of any responsibility or liability therefore. 21. DISCLOSURE Escrow Holder's knowledge of matters affecting the property, provided such facts do not prevent compliance with these instructions, does not create any liability or duty in addition to these instructions. 22. FACSIMILE/ELECTRONIC SIGNATURE Escrow Holder is authorized and instructed that, in the event any party utilizes electronic or "facsimile" transmitted signed documents or instructions to Escrow Holder, you are to rely on the same for all escrow instruction purposes and the closing of escrow as if they bore original signatures. Electronic signatures are not acceptable on recordable documents. "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. 23. CLARIFICATION OF DUTIES Legal Advice: COMMONWEALTH LAND TITLE COMPANY serves ONLY as an Escrow Holder in connection with these instructions and cannot give legal advice to any party hereto. Sufficiency/Correctness: Escrow Holder is not to be held accountable or liable for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority or rights of any person executing the same. Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder. Executed Instructions: The agency and duties of Escrow Holder commence only upon receipt of copies of these Escrow Instructions executed by all parties. No Duty To Notify As To Other Transaction: Escrow Holder shall have no duty or responsibility to notify any party to this escrow of any sale, resale, loan, exchange or other transaction involving the property which is the subject of this escrow or any profit realized by any person or entity in connection therewith, notwithstanding that Escrow Holder may act as escrow holder for such transaction(s) in this or another escrow(s). Record Retention: After the closing or cancellation of this escrow, Escrow Holder shall retain the escrow file(s) pertaining to this escrow for a minimum of five (5) years, after which time Escrow Holder is authorized to destroy or otherwise dispose of such file(s) without notice or liability to the parties hereto. Disclosure Reports: Escrow Holder is not to be concerned with disclosures made by the parties to each other. In the event Escrow Holder receives any disclosure reports requiring signatures or approval by a party, Escrow Holder's only responsibility will be to forward the report to the appropriate party. 24. FAILURE TO CLOSE TIMELY If the conditions for closing this escrow have not occurred at the time set forth herein for closing, Escrow Holder is nevertheless to continue to act hereunder and to close this escrow as soon thereafter as such conditions (except as to time) shall have been met, unless any party shall have made a written demand on Escrow Holder for cancellation of this escrow and/or for the return of any funds and/or documents deposited by such party. 25. FUNDS HELD IN ESCROW When the company has funds remaining in escrow over 90 days after close of escrow or estimated close of escrow, the Company shall impose a monthly holding fee of $25.00 that is to be charged against the funds held by the Company. Any funds remaining in the file or principals failure to negotiate funds issued by escrow holder may result in the funds being escheated to the State of California's Unclaimed Property. This process includes a due diligence period through our local and corporate offices. Any refunds requested during this process may take up to 6 months. Refunds requested through the State of California are not controlled by escrow holder. For more information about the State of California Unclaimed property visit: www.sco.ca.gov. THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS, SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR NUMBER INCLUDES THE PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE EFFECTIVE AS SUCH. MY SIGNATURE HERETO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS AND CONDITIONS CONTAINED IN THIS AND ALL PRECEEDING PAGES AND FURTHER SIGNIFIES THAT I HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS. Commonwealth Land Title Company conducts escrow business under Certificate of Authority No. 285 issued by the California Department of Insurance. EXHIBIT 112" Exhibit A THAT REAL PROPERTY, LOCATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA BEING A PORTION OF PARCEL 11, OF PARCEL MAP 83-563, FILED IN BOOK 202, PAGES 12 AND 13 OF PARCEL MAPS IN RECORDS OF SAID COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 11, SAID SOUTHWEST CORNER BEING A POINT ALONG THE NORTH LINE OF HEIL AVENUE (40' NORTH OF THE CENTERLINE OF HEIL AVENUE, AS SHOWN ON SAID PARCEL MAP 83-563), THENCE EASTERLY ALONG SAID NORTH LINE NORTH 89'25'53" EAST, 40.50 FEET, TO THE SOUTHERLY TERMINUS OF A LINE PARALLEL TO AND 40.50 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL 11; THENCE NORTHERLY ALONG SAID PARALLEL LINE NORTH 00'4357" WEST, 68.00 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 56'17'04" EAST, 53.04 FEET, TO THE SOUTHERLY TERMINUS OF A LINE PARALLEL TO AND 95.00 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL fit; THENCE NORTHERLY ALONG SAID PARALLEL LINE, NORTH 00'43'57" WEST, 100.00 FEET TO THE EASTERLY TERMINUS OF A LINE PARALLEL TO AND 197.00 FEET NORTH OF SAID NORTH LINE OF HEIL AVENUE; THENCE WESTERLY ALONG SAID PARALLEL LINE, SOUTH 89*25*53" WEST, 95,00 FEET, TO THE EASTERLY LINE OF THAT CERTAIN REAL PROPERTY DEDICATED TO THE CITY OF HUNTINGTON BEACH, FOR DRAINAGE PURPOSES, RECORDED IN BOOK 6493, PAGE 894 OF OFFICIAL RECORDS, OF SAID COUNTY, SAID EAST LINE ALSO BEING THE WESTERLY LINE OF SAID PARCEL 11, OF PARCEL MAP 83-563; THENCE SOUTHERLY ALONG SAID WESTERLY LINE, OF SAID PARCEL 11, THE FOLLOWING COURSES; SOUTH 00.43'57" EAST, 105.00 FEET; NORTH 89'25'53" EAST, 10.00 FEET; SOUTH 00*43*57" EAST, 92.00 FEET, TO THE POINT OF BEGINNING OF THIS DESCRIPTION. CONTAINING 14,123 SQUARE FEET MORE OR LESS (0.32 ACRES), SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS -OF -WAYS AND EASEMENTS OF RECORD. EXHIBIT "B", IS ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF ID LANDG. sU� 44 !F c^ _o EXP. 12-31-17 X JOSE ELETH L.S. 7340 PLS 7340 PEXPiREDSRfi2f31/17 'qlF 0r CAi-Q HEIL PUMP STATION LEGAL DESCRIPTION PORTION OF A.P.N. 142-122-6 F*A iff CITY OF HUNTINGTON BEACH o DEPARTMENT OF PUBLIC WORKS 1 OF 1. S89*25*53"W, 95,00' L-30' 95.00' lo'i - T I O 0 0 t asi �n [::::]=PUMP STATION SITE CONTAINING 14,123 SOR FT 0 0 MORE OR LESS [0.32 ACRES] V) -W 95.00' Ll is I'll 197.00' Q� Ammm 1;) LAND C-:) G. EXR 12-31-17 L.S. 7340 OF CAX'\� LINE TABLE: 0 Ll = (N89*25'53"E, 10.00') q n ' p Lid t- N 4015ol CY) REFERENCE: Lj 0 RECORD PER PARCEL MAP 0 C) '0) 4- :- 00 c� 83-563, FILED IN BOOK 202, U.1 1- r `o PAGES 12 AND 13 OF P.M.B. 4050' GRAPHIC SCALE OX to Lo POINT OF 15, o 30' BEGINNING, Sl)N L q 0 COR PARCEL 11' 1----40 202/12-13 PM z w SCALE I" JO' r) j N89*2?'73`E4/ L—INE- 0 I 40.50' HEIL AVE lr r- . (D=10' SOUTHERN CALIFORNAI EDISON CO. VEIL AVE il-f -0 n 0 EASEMENT RECORDED IN BOOK 7623, 40 Q I.t C5 PAGE 927 O.R. AND 10' GENERAL TEL. m 10-4- F- 1 0 CO, EASEMENT RECORDED IN BOOK 0 ' 7433 PAGE 972 O.R. L (D (N8925'53"E, 620. 68*) Gwmanweaith Land Title Company RECORDING REQUESTED BY: City of Huntington Beach Real Estate Services Division P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntinaton Beach. CA 92648 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder �� �� II II III�I(IIIIIIIIIIIII� �� NO FEE *$ R 0 0 0 9 9 4 0 5 0 2$ 201800008442411:10 am 03/09/18 105 406 E01 5 0.00 0.00 0.00 0.00 12.00 0.00 0.000.00 0.00 (cqaqro'�, INCORPORATED AREA EASEMENT DEED DOCUMENTARY TRANSFER TAX $ EXEMPT APN(s): 142-122-06 Location: N/S of Heil West of Gothard I Signature of Declarant or Agent determine tax FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, M. Westland, LLC, a Delaware Limited Liability Company who acquired title as M. Westland, a California Limited Liability Company hereby GRANTS to THE CITY OF HUNTINGTON BEACH, a municipal corporation, a slope easement for construction and maintenance of slopes over and under the real property in the City of Huntington Beach, County of Orange, State of California an described as follows: See attached Exhibit "C" and "D" for legal description and Plat Map 1�(liS CGr1Ve�4Y1tE Af'-41_safe i-z��4y �,, av► C��XPl71j°� �jv�err►iY►Pr� l ("C'30t)CL/J Dated: 3 /a b& 2018 GRANTOR: M. Westland, LLC, a Delaware Limited Liability Company By. By DEED CERTIFICATION —CITY OF HUNTINGTON BEACH This is to that the interest in property conveyed by the Deed ce fy dated - ff from M. Westland, LLC to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by the City Council of the APP OVED AS TO RM: Michael Gates, City Attorney By: ASsistant/Depu ity Attorney This document is solely for the official business of the City of Co of Huntington Beach adopted on June 5, 2017, and the grantee Huntington Beach, as contemplated under Government Code Sec. consents to the recordation thereof by its duly authorized officer. 27383 and should be recorded free of charge. CITY OF HUNTINGTON BEACH Dated: Tax Exempt Government Agency CITY OF HUNTINGTON BEACH - D�-w-7�ZysE'�—� Robin Estanislau, City Clerk B'' CITY CL By: CLERK MAIL TAX STATEMENTS TO PARTY SHOWN ON THE FOLLOWING LINE City Clerk City of Huntington Beach P O. Box 190 2 00 Main Street nti n Beach CA 92648 Project Name: Heil Stormwater Pump Station APN(s): 142-122-06 12-3220/Grant Deed -easement parcel.doc O nmonweaith Land i iiie Company RECORDING REQUESTED BY: City of Huntington Beach Real Estate Services Division P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 INCORPORATED AREA EASEMENT DEED DOCUMENTARY TRANSFER TAX $ EXEMPT APN(s): 142-122-06 _ Location: N/S of Heil West of Gothard St. I Signature of Declarant or Agent determining tax FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, M. Westland, LLC, a Delaware Limited Liability Company who acquired title as M. Westland, a California Limited Liability Company hereby GRANTS to THE CITY OF HUNTINGTON BEACH, a municipal corporation, a slope easement for construction and maintenance of slopes over and under the real property in the City of Huntington Beach, County of Orange, State of California an described as follows: See attached Exhibit "C" and "D" for legal description and Plat Map 1 ��.C�a.�C.,� C 6T-) �C,;1C-i_ A .e.t�iiil,h^ :J i Dated: 3 h?, /&, 2018 GRANTOR: M. Westland, LLC, a Delaware Limited Liability Company By By DEED CERTIFICATION — CITY OF HUNTINGTON BEACH This is to certify that the interest in property conveyed by the Deed dated C:3 - S 20 from M. Westland, LLC to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by the City Council of the APPROVED AS TO F RM: Michael Gates, City Attorney By; �- Assistant/Depu ity Attorney This document is solely for the official business of the City of City of Huntington Beach adopted on June 5, 2017, and the grantee Huntington Beach, as contemplated under Government Code Sec. consents to the recordation thereof by its duly authorized officer. n 27383 and should be recorded free of charge. CITY OF HUNTINGTON BEACH Dated: - �/ - / Tax Exempt Government Agency CITY OF HUNTINGTON BEACH ^ Robin Estanislau, City Clerk CITY CL C By: CLERK MAIL TAX STATEMENTS TO PARTY SHOWN ON THE FOLLOWING LINE City Clerk City of Huntington Beach P.O. Box 190 2000 Main Street Huntington Beach CA 92648 Project Name: Heil Stormwater Pump Station APN(s): 142-122-06 12-3220/Grant Deed -easement parcel.doc CALIFORNIA•• • •D A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of &Ao7c_ ) On 0QV — 2J If( before me, Date personally appeared SAM BEIK, NOTARY PUBLIC Insert Name and Title of the Officer I ). it • A _ . I/ Narrie(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 45/are subscribed to the within instrument and acknowledged to me that here/they executed the same in it/their authorized capacity(ies), and that by I,r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph SAM BEIK is true and correct. Notary Public - California = a •_m~ orange County > WITNESS my hand and official seal. z ` Commission * 2163940 My Comm. Expires Sep 29.2020 Signatur Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 'm -a •� •a 'a -� •.✓ -er 'dGv�� "� .y�/�4'u .y •dqd -� -yam •di-wi -ei -m •� •rii•dti •d -ci✓ •ei -riq�ici -ei -ci ••� •ti •rr -ems -� -ems' I • • • � • • • • • • iii � � � iii i • •i •I THAT REAL PROPERTY, LOCATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA BEING A PORTION OF PARCEL 11, OF PARCEL MAP 83-563, FILED IN BOOK 202, PAGES 12 AND 13 OF PARCEL MAPS IN RECORDS OF SAID COUNTY, THE PURPOSE OF THIS DESCRIPTION IS TO DESCRIBE A PARCEL OF LAND FOR SLOPE EASEMENT PURPOSES, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 11, SAID SOUTHWEST CORNER BEING A POINT ALONG THE NORTH LINE OF HEIL AVENUE (40' NORTH OF THE CENTERLINE OF HEIL AVENUE, AS SHOWN ON SAID PARCEL MAP 83-563), THENCE. EASTERLY ALONG SAID NORTH LINE NORTH 89'2553" EAST, 40.50 FEET, TO THE SOUTHERLY TERMINUS OF A LINE PARALLEL TO AND 40.50 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL 11 AND THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION, THENCE NORTHERLY ALONG SAID PARALLEL LINE NORTH 00°4357" WEST, 68.00 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 56°17'04" EAST, 53.04 FEET, TO THE SOUTHERLY TERMINUS OF A LINE PARALLEL TO AND 95.00 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL 11; THENCE NORTHERLY ALONG SAID PARALLEL LINE, NORTH 00°4357" WEST, 100.00 FEET TO THE EASTERLY TERMINUS OF A LINE PARALLEL TO AND 197.00 FEET NORTH OF SAID NORTH LINE OF HEIL AVENUE; THENCE ALONG SAID PARALLEL LINE, SOUTH 89"25"53" WEST, 95.00 FEET, TO THE EASTERLY LINE OF THAT CERTAIN REAL PROPERTY DEDICATED TO THE CITY OF HUNTINGTON BEACH, FOR DRAINAGE PURPOSES, RECORDED IN BOOK 6493, PAGE 894 OF OFFICIAL RECORDS, OF SAID COUNTY, SAID EAST LINE ALSO BEING THE WESTERLY LINE OF SAID PARCEL 11, OF PARCEL MAP 83-563; THENCE NORTHERLY ALONG SAID EASTERLY LINE NORTH 00'4357" WEST, 6.00 FEET TO THE WESTERLY TERMINUS OF A LINE PARALLEL TO AND 203.00 FEET NORTH OF SAID NORTH LINE OF HEIL AVENUE; THENCE EASTERLY ALONG SAID PARALLEL LINE NORTH 89'25'53" EAST, 101.00 FEET TO THE NORTHERLY TERMINUS OF A LINE PARALLEL TO AND 101.00 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL 11; THENCE SOUTHERLY ALONG SAID PARALLEL LINE SOUTH 00°43'57" EAST, 109.24 FEET; THENCE LEAVING SAID PARALLEL LINE SOUTH 56°17'04" WEST, 53.04 FEET, TO THE NORTHERLY TERMINUS OF A LINE PARALLEL TO AND 46.50 FEET EASTERLY OF THE WEST LINE OF SAID PARCEL 11; HEIL PUMP STATION SLOPE EASEMENT LEGAL DESCRIPTION PORTION OF A.P.N. 142-122-6 Folg-j iff CITY OF HUNTINGTON BEACH DEPARTMENT OF PUBLIC WORKS 1 OF 2 Exhibit C (CON11NUED) THENCE SOUTHERLY ALONG SAID PARALLEL LINE SOUTH 00'43'57" EAST, 64,76', TO THE NORTH LINE OF SAID HEIL AVENUE; THENCE WESTERLY ALONG SAID NORTH LINE SOUTH 89°25'53" WEST 6.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; CONTAINING 1,932 SQUARE FEET MORE OR LESS (0.04 ACRES). SUBJECT TO ALL COVENANTS, RIGHTS, RIGHTS -OF -WAYS AND EASEMENTS OF RECORD EXHIBIT "D", IS ATTACHED AND BY THIS REFERENCE MADE A PART HEREOF. ,AND ��,T) EXP. 12-31-17 JOSEPH G. DERLETH PLS 7340 EXPIRES 12/31/1.7 sr�r L•S, 7340 F OF CA\ \\ HEIL PUMP STATION SLOPE EASEMENT LEGAL DESCRIPTION PORTION OF A.P.N. 142-122-6 CITY OF HUNTINGTON BEACH DEPARTMENT OF PUBLIC WORKS I N89*25'53"E, 101.00' 1 Exhibit D S89*25'53"W, 95.00 01 00 '1 1-6.00' TYP LI-30i TY6,06, P 95.00' TYP 0. 0 PUMP STATION 0 0 G. s o SITE C-) EXP. 12- 7 NO Ln 1 0 1-11 L.S.7MO 0 10 z V) 0 g_\ 0 0 =bLU[Jt EASEMENT AREA I V) CONTAINING 1,932. SOR FT MORE OR LESS [0.04 ACRES] -6,00' TYP 101.00' 203-001� 16 Ll 1 19 7. 00' .r (D jot ol N Ld 46.5 Qm0) o it.Lil 6, SCALE I JO' r T 2 LINE TABLE: (.9 cd i Ll= (N89*25'53"E. 10.00') �i:� I 1- 40, 50' Lo L2= (NOC)*43'57"W), 6.00' 0 Li 1-3 (S89*25'53"W), 6,00' Lf) cl) r-- Lo I REFERENCE: ( = RECORD PER PARCEL MAP 83-563, FILED IN BOOK 202, 1---40' I-A.0-\ PAGES 12 AND 13 OF P.M.B. N 0 z I �z L - - - - - - - - - - - - - - - - - 0 1-- N8950',3,3 40*25'5"E) N'LY LINE - 2 17) U HEIL AVE LEGEND: al- HEIL AVE-j (D< =POINT OF COMMENCEMENT, S'WLY 40 F COR PARCEL 11, 202/12-13 PMB 10 F- A 12 (Z=TRUE POINT OF BEGINNING 0 (N89-25'63 E, 620.681) PROPOSED PUMP STATION SLOPE EASEMENT PLAT PORTION OF A.P.N. 142-122-6 CITY OF HUNTINGTON BEACH DEPARTMENT OF PUBLIC WORKS 1 OF 1 EXHIBIT "3" Commonwealth Land Title Company I'll 0 RECORDING REQUESTED BY: City of Huntington Beach Real Estate Services Division P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach P.O. Box 190 / 2000 Main Street ULLptington Beach, CA 92648 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder NO FEE *$ R 0 0 0 9 9 4 0 5 0 1 $ * 20180000942311:10 am 03/09118 .. 105 406 G02 4 0.00 0.00 0.00 0.00 9.00 0.00 0.000.00 0.00 INCORPORATED AREA GRANT DEED DOCUMENTARY TRANSFER TAX$ EXEMPT APN(s): 142-122-06 Location: N/S of Heil West of Gothard St. Signature of Declarant or Agent determining tax A637/ SO774i9,210 S77 C„ ti OAA"} "A .CCh FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, M. Westland, LLC, a Delaware Limited Liability Company who acquired title as M. Westland, a California Limited Liability Company hereby GRANTS to THE CITY OF;HUNTINGTON BEACH, a municipal corporation, the real property in the City of Huntington Beach, County of Orange, State of California, described as follows: Conve"lcty E Aftnice6 Cx ✓ 1 -Z)E 104 3 See attached Exhibit "A" and "B" for legal description and Plat Map Dated: 3 /S' I /e, ,. 2018 GRANTOR: M. Westland, LLC, a Delaware Limited Liability Company A s By DEED CERTIFICATION — CITY OF HUNTINGTON BEACH This is to certi that the interest in r I property conveyed by the Deed dated 3� 20from M. Westland, Delaware, LLC to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution APPRO ED AS TO FORM: chael Gates, City Attorney By: t,." sistant/Deputy ty Attorney This document is solely for the official business of the City of No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof Huntington Beach, as contemplated under Government Code Sec. by its duly authorized officer. 27383 and should be recorded free of charge. CITY OF HUNTINGTON BEACH Dated: �' o`�D�O Tax Exempt Government Agency CITY OF HUNTINGTON BEACH By: Robin Estanislau, City Clerk By: �Cm_ CITY CLERK CLERK MAIL TAX STATEMENTS TO PARTY SHOWN ON THE FOLLOWING LINE Project Name: Heil Stormwater Pump Station I APN(s): 142-122-06 12-3220/Grant Deed -fee parcel.doc k;gmrnonwealth Land Title Company RECORDING REQUESTED BY: City of Huntington Beach Real Estate Services Division P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 WHEN RECORDED MAIL TO: City Clerk City of Huntington Beach, P.O. Box 190 / 2000 Main Street Huntington Beach, CA 92648 INCORPORATED AREA GRANT DEED DOCUMENTARY To4NSFERTAX $EXEMPT APN(s): 142-122-06 Location: N/S of Heil West of Gothard St. Signature of Declarant or Agent determining tax FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, M. Westland, LLC, a Delaware Limited Liability Company who acquired title as M. Westland, a California Limited Liability Company hereby GRANTS to THE CITY OF HUNTINGTON BEACH, a municipal corporation, the real property in the City of Huntington Beach, County of Orange, State of California, described as follows: See attached Exhibit "A" and "B" for legal description and Plat Map Dated: 3 1811e, 12018 GRANTOR: DEED CERTIFICATION — CITY OF HUNTINGTON BEACH This is to certi that the interest in r I property conveyed by the Deed dated 3- , 20 1X_ from M. Westland, Delaware, LLC to the CITY OF HUNTINGTON BEACH is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. CITY OF HUNTINGTON BEACH Dated: '�' S-'zD/ U By. a CITY CLERK M. Westland, LLC, a Delaware Limited Liability Company By r .S By By: AS TO FORM: M:Ichael Gates, City Attorney stant/Deputy g)ty Attorney This document is solely for the official business of the City of Huntington Beach, as contemplated under Government Code Sec. 27383 and should be recorded free of charge. Tax Exempt Government Agency CITY OF HUNTINGTON BEACH Robin Estanislau, City Clerk By. C CLERK MAIL TAX STATEMENTS TO PARTY SHOWN ON THE FOLLOWING LINE Proiect Name: Heil Stormwater Pump Station I APN(s): 142-122-06 1 12-3220/Grant Deed -fee parcel.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of CJy u �e On 03 c` — '?-cp I k� before me, SAM BEIK, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared A � r/' J V t� Ile, � L • Name(s) of Signer(s) who 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 I/they executed the same in her/their authorized capacity(ies), and that by Ir/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SAM BEIK Notary Public - California Z •"� Orange County Z Commission # 2163940 n My Comm. Expires Sep 29, 2020 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r Signature= Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n Other: Signer Is Representing: 'y -✓ •d.'ti 'm4'd •e.4'm '� 'd4'✓4V� 'a4•� •ei •d4v4��'�'4'�r.1'�.4��.4'✓ •�/4v4`ev,�'•✓ '.ter •d 'd •� 'd 'y •cd •ed •.v •mr '�4'd<'m'4� ��ti.2'�.4� ' @2016 National• . • • • • . • • :11 • " :11 •: 91 BOE-502-A (Pl) REV. 12 (05-13) PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by transferee (buyer) prior to a transfer of subject property. in accordance with Section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located. ESCROW NO.: 09181385-918-GKD NAME AND MAILING ADDRESS OF BUYER/TRANSFEREE TITLE NO.: 09305790 (Make necessary corrections to the printed name and mailing address) City of Huntington Beach, a California municipal corporation ASSESSOR'S PARCEL NUMBER 2000 Main Street, Civic Center 142-122-06 Huntington Beach, CA 92646 SELLER/TRANSFEROR M. Westland, LLC, a California limited liability company BUYER'S DAYTIME TELEPHONE NUMBER 7A)4 - 5 .3 L - 5ZZi� BUYER'S EMAIL ADDRESS M-c��Pc-�. C�'Cen�iby, cr�j STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 'r 16371 Gothard Street, Huntington Beach, CA MAIL PROPERTY TAX INFORMATION TO (NAME) City of Huntington Beach, a California municipal corporation ADDRESS ❑ YES XNO I This property is intended as my principal residence. If YES, please indicate the date of occupancy MO DAY YEAR or intended occupancy. PART I: TRANSFER INFORMATION Please complete all statements. This section contains possible exclusions from reassessment for certain types of transfers. YES N..O/ ElLl A. This transfer is solely between spouses (addition or removal of spouse, death of spouse, divorce settlement, etc.). ❑ L' B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of a partner, death ofa partner, termination settlement, etc.). ❑ C3'-* C. This is a transfer: ❑ between parent(s) and child(ren) ❑ from grandparent(s) to grandchild(ren). ❑ Cg--�_ D. This transfer is the result of a cotenant's death. Date of death ❑ C3-4 E. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑ YES ❑ NO ❑ Gal'* F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? ❑ YES ❑ NO ❑ Cg'-- G. This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage). If YES, please explain: ❑ 2'— H. The recorded document creates, terminates, or reconveys a lender's interest in the property. ❑ 03'-- I. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g., cosigner). If YES, please explain: ❑ B� J. The recorded document substitutes a trustee of a trust, mortgage, or other similar document. K. This is a transfer of property: ❑ C 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑ the transferor, and/or ❑ the transferor's spouse ❑ registered domestic partner. ❑ CDC 2. to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant, and which names the other joint tenant(s) as beneficiaries when the creator/grantor/trustor dies. ❑ a,- 3. to/from an irrevocable trust for the benefit of the ❑ creator/grantor/trustor and/or ❑ grantor's/trustor's spouse ❑ grantor's/trustoes registered domestic partner. ❑ C9`__ L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ M-- M. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer. ❑ I9'-- N This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ M"*" O. This transfer is to the first purchaser of a new building containing an active solar energy system. * Please refer to the instructions for Part 1. Please provide any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION BOE-502-A (P2) REV. 12 (05-13) PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer, if other than recording date: B. Type o�f ansfer: ID" Purchase ❑ Foreclosure ❑ Gift ❑ Trade or exchange ❑ Merger, stock, or partnership acquisition (Form BOE-100-B) ❑ Contract of sale. Date of contract: ❑ Inheritance. Date of death: ❑ Sale/leaseback ❑ Creation of a lease ❑ Assignment of a lease ❑ Termination of a lease. Date lease began: Original term in years (including written options): Remaining term in years (including written options): ❑ Other. Please explain: C. Only a partial interest in the property was transferred. ❑ YES ❑ NO If YES, indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A. Total purchase price. I $T S U o L3 B. Cash down payment or value of trade or exchange excluding closing costs Amount $ C. First deed of trust @ °/u interest for years. Monthly payment $ Amount $ ❑ FHA ( _Discount Points) ❑ Cal -Vet ❑ VA ( _Discount Points) ❑ Fixed rate ❑ Variable rate ❑ Bank/Savings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment $ Due date- D. Second deed of trust @ % interest for years. Monthly payment $ Amount $ ❑ Fixed rate ❑ Variable rate ❑ Bank/Savings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment $ Due date: E. Was an Improvement Bond or other public financing assumed by the buyer? ❑ YES ©-10 Outstanding Balance $ F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $ G. The property was purchased: ❑ Through real estate broker. Broker name: Phone number: ( ) 12 Direct from seller ❑ From a family member -Relationship ❑ Other. Please explain: H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION A. Type of property transferred ❑ Single-family residence ❑ Multiple -family residence. Number of units: ❑ Other. Description: (i.e., timber, mineral, water rights, etc.) Check and complete as applicable. ❑ Co-op/Own-your-oAm ❑ Manufactured home ❑ Condominium 09<nimproved lot ❑ Timeshare ❑ Commercial/Industrial B. ❑ YES ETNO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available. If YES, enter the value If the personal business property: $ C. ElYES L'7 NO A manufactured home is included in the purchase price. If YES, enter the value attributed to the manufactured home: $ El YES B-NO The manufactured home is subject to local property tax. If NO, enter decal number: _ D. ❑ YES lr NO The property produces rental or other income. If YES, the income is from: ❑ Lease/rent ❑ Contract ❑ Mineral rights ��❑ Other: E. The condition of the property at the time of sale was: ❑ Good ❑ Average ETVair ❑ Poor CERTIFICATION I certify (or declare) ljfpt the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my SIGNATURE FEREE OR CORPORATE OFFICER DATE �f TELEPHONE NAME OF B SFEREE/LEGAL REPRESENTATIVE/CORPORATE OFFICER (PLEASE PRINT) TITLE EMAIL. ADDRESS rre,- LA.):!svn C;kt4 01GharirI— The Assessor's office may contact you for additional information regarding this transaction. EXHIBIT "4" RECORDING REQUESTED BY AND WHEN RECORDED MAIL DOCUMENT TO: NAME M. Westland, LLC STREET ADDRESS 13070 Old Bolsa Chica Rd ZI ,STATE1 Westminster, CA 92683 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II I I II II II I I I I I I II I I II II II 24.00 *$ R D D D 9 9 4 D 5 D D$ 201800008442211:10 am 03/09/18 105 406 M 10 F13 6 0.00 0.00 0.00 0.00 15.00 0.00 0.000.00 0.00 1;1•L� Memorandum of Understanding Regarding City of Huntington Beach's Waiver of Requirement JW %lam" iI u `6 • c6e IIDMi • `p6 Title of Document Pursuant to Senate Bill 2— Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper, or notice required or permitted by law to be recorded, except those expressly exempted from payment of recording fees, per each single transaction per parcel of real property. The fee imposed by this section shall not exceed two hundred twenty-five dollars ($225.00). ❑ Exempt from the fee per GC 27388.1 (a) (2); This document is subject to Documentary Transfer Tax M Exempt from fee per GC 27388.1 (a) (2); recorded concurrently "in connection with" a transfer subject to the imposition of documentary transfer tax (DTT). ❑ Exempt from fee per GC 27388.1 (a) (2); recorded concurrently "in connection with" a transfer of real property that is a residential dwelling to an owner -occupier. ❑ Exempt from fee per GC 27388.1 (a) (1); fee cap of $226.00 reached. ❑ Exempt from the fee per GC 27388.1 (a) (1); not related to real property. 6,e 7- 3191a oil THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) Commonwealth Land Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: M. Westland, LLC 13070 Old Bolsa Chica Rd. Westminster, CA 92683 SPACE ABOVE THIS LINE FOR RECORDER'S USE APN: 142-122-06 MEMORANDUM OF UNDERSTANDING REGARDING CITY OF HUNTINGTON BEACH'S WAIVER OF REQUIREMENT FOR ONSITE STORAGE OF DRAINAGE This MEMORANDUM OF UNDERSTANDING REGARDING CITY OF HUNTINGTON BEACH'S WAIVER OF REQUIREMENT FOR ONSITE STORAGE OF DRAINAGE (this "Memorandum") is executed and dated for reference purposes as of /rlc•cA, P , 2018, by and between M. WESTLAND, LLC, a Delaware limited liability company ("Owner"), and the CITY OF HUNTINGTON BEACH, a California municipal corporation ("City"). RECITALS A. Owner owns certain real property comprised of approximately 17.07 acres located at the northwest corner of Gothard Street and Heil Avenue in the City of Huntington Beach, County of Orange,. State of California and identified as Assessor Parcel #142-122-06 (the "Property")i L��j��` c sG� i p��rv� C�k c4 .d a5 UYJW0I 1 f pt': B. In connection with the City's Heil Avenue Stormwater Rehabilitation Project, City desires to acquire from Owner certain interests in the Property for a pump station. C. City has the authority to acquire property for public uses utilizing City's power of eminent domain. In lieu of City's exercise of said power and under the threat thereof, Owner has agreed to convey interests in a portion of the Property to City under the terms of a separately executed Purchase and Sale Agreement and Joint Escrow Instructions ("Purchase and Sale Agreement"). D. As set forth below, for a specified reduction in the purchase price for City's acquisition, City has agreed to provide a substantial benefit to the part of the Property not being acquired by City. AGREEMENT As provided in the Purchase and Sale Agreement, and in consideration of the rights and obligations of the parties thereunder, and for other good and valuable consideration (including a reduction in the purchase price for the property interests being acquired by City), the sufficiency of which is hereby acknowledged by the parties, City hereby promises and agrees as follows: 1. Waiver of Requirement for Onsite Storage. City permanently waives any requirement, now or in the future, of onsite storage of drainage for the Property and City agrees to take all drainage from catch basin for the Property into City's drainage system. Whereas City's waiver benefits the Property and not Owner individually, City and Owner intend for City's waiver to run with the land —that is, the waiver is intended to benefit any and all successors in title to the Property. 2. Damages for Requirement of Onsite Storage of Drainage. If, for any reason, City imposes/retains a requirement of onsite storage of drainage for the Property, Owner or its successors and assigns is/are entitled to payment of Two Hundred Forty Thousand Dollars ($240,000.00), plus interest at the legal rate beginning on June 5, 2017[date Purchase and Sale Agreement was executed]. Notwithstanding any provision in the Purchase and Sale Agreement, Owner or its successors and assigns shall be entitled to recover all expenses, including attorney's fees, reasonably incurred in enforcing this covenant. 3. Execution. This Memorandum may be executed in counterparts and, when counterparts of this Memorandum have been executed and delivered by all parties hereto, this Memorandum shall by fully binding and effective, just as if all parties hereto have executed and delivered a single counterpart hereof. 4. Effect. This Memorandum is intended to provide record notice of City's waiver. IN WITNESS WHEREOF, this Memorandum has been executed by the parties on the date and year first written above. M. Westla , LLC By: Print name: William Lee Miller Its: Member Date: AND 1\ By: 4�,r a& — Print name: Walter J mes Miller Its: Member Date: City ofHuntington Beach, a municipal corponktiontoRthe State of California r3/p� �8- APPROVED AS not? ie� �r j§uInesostsTaecura fv'erdoc v `1 o 1 Fia docume f ca eiis as c seed, ianat ty STATE OF CALIFORNIA ) ss COUNTY OF On o before me, <:Gm �-� r !C Notary Public. personally appeared J4,4c-7zp1tj r cc- , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(w,) is/aW subscribed to the within instrument, and acknowledged to me that he/ executed the same in his/r authorized capacity(aers), and that by his/hgoWltir signature(s) on the instrument the personN, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SAM BEIK r Notary Public - California ` Z .-m Orange County Z Z ' ° Commission # 2163940 My Comm. Expires Sep 29.2020 Seal) Notary Public notary ppublic or of e office completing this certificate verifies onl the identity, of the Individual who signed the docu ent to c�hich this certificate is attached, and not the truthfulness, accuracy, or va idity of that document. STATE OF CALIFORNIA ) ss COUNTY OF e ) (J , On (�� ^ o-10/ before me, �'Q c Notary Public, personally appeared i��y1 ��[�i , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(4 is/are subscribed to the within instrument, and acknowledged to me that he/may executed the same in his/he Woeir authorized capacity(ibs), and that by his/1w4heir signatureWon the instrument the person(4, or the entity upon behalf of which the person(4) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. iNotary YUbllC (Seal) SAM BEIK Notary Public . California < =-m Orange County z z Commission # 2163940 My Comm. Expires Sep 29, 2020 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On March 8, 2018 before me, Maxwell Edward Daffron, Notary Public, personally appeared Frederick Wilson who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. MAXWELL EDWARD DAFFRON Commission # 2136139 z Notary Public - California zz z Orange.County M Comm. Ex" ires Dec 10.201.9. (Seal) EXHIBIT "A" All that certain real property situated in the County of Orange, State of California, described as follows: Parcel 11 of Parcel Map No. 83-563, in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 202, page 12 of Parcel Maps, in the office of the County Recorder of said county. Also excepting therefrom 50%of to 100% of all minerals, gas, oil, petroleum, naphtha and other hydrocarbon substances in, under or that may be produced or recovered from that portion of said land below a depth of 500 feet from its surface, with and including in each exception and reservation for the benefit of those entitled thereto, the right at any and all times to enter upon and into any and all parts of the portion of said land below such depth of 500 feet from its surface, for the purpose of exploring and drilling for, mining, developing, removing and extracting any and all such substances, by slant or directional drilling or other operations from other land, entering into and penetrating the land, the subject herein, only below such depth of 500 feet from its surface, but with (and there shall be) no right under such exception and reservation, of entry upon or use of the surface, or subsurface to a depth of 500 feet below the surface, as reserved by Dorothy Thayer Peck, Charles H. Thatcher and Title Insurance and Trust Company, a corporation, all as Trustee of the trust under written declaration thereof by Carrie A. Peck dated December 18, 1936, as to an undivided 25% of said 100% interest and by Dorothy T. Peck a widow, in her individual capacity, as to an undivided 25% of said 100% interest. Assessor's Parcel Number: 142-122-06 City of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 e www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk March 28, 2018 Cory L. Webster, Esq. Enterprise Counsel Group, ALC. Three Park Plaza, Suite 1400 Irvine, CA 92614 Dear Mr.Webster: Enclosed is a fully executed copy of the "Purchase and Sale Agreement and Joint Escrow Instructions" between M. Westland, LLC and the City of Huntington Beach. Sincerely, ARM, ? ' 1 i Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand City of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk March 28, 2018 W. Lee Miller M. Westland, LLC 13070 Old Bolsa Chica Road Westminster, CA 92683 Dear Mr./Ms. Miller: Enclosed is a fully executed copy of the "Purchase and Sale Agreement and Joint Escrow Instructions" between M. Westland, LLC and the City of Huntington Beach. Sincerely, Robin Estanislau, CIVIC City Clerk RE -As Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand