HomeMy WebLinkAboutNext Venture LLC - 2016-11-17AGREEMENT FOR SALE OF SURPLUS REAL PROPERTY AND
ESCROW INSTRUCTIONS BY AND BETWEEN THE
CITY OF HUNTINGTON BEACH AND NEXT VENTURE LLC
This Sales Agreement ("Agreement") is made and entered into on this / % *A day of
ov e rn b e-r , 20 1 to, by and between the City of Huntington Beach, a California
municipal corporation, ("City") and Next Venture LLC, a California limited liability corporation,
("Buyer") collectively the "Parties."
WHEREAS, the City owns that certain real property located in the City of Huntington
Beach, Orange County, California, generally located at 19002 Delaware (APN 159-151-15), which
pursuant to Huntington Beach Municipal Code Chapter 3.06 has been determined to be surplus real
property and available for disposal; and
The City Council authorized the disposal of the surplus real property on November 15,
2010.
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the Parties agree as follows:
1. PROPERTY
1.1 Property. City agrees to sell and convey to Buyer, and Buyer agrees to
purchase from City, the real property (Property), hereinafter described, subject to the terms and
conditions set forth in this Agreement. The real property that is the subject of this offer consists of
approximately 5344 square feet located in the City of Huntington Beach, County of Orange, State of
California and legally described in the attached Exhibits "A" and "B."
2. PURCHASE PRICE
2.1 Purchase Price. The total purchase price to be paid by Buyer to City for
Property shall be Three Hundred Sixty -One Thousand One Hundred and 00/100 Dollars
($361,100.00).
2.2 Payment of the Purchase Price. The Purchase Price for the Property shall
be payable by Buyer as follows: Upon the Close of Escrow, Buyer shall deposit or cause to be
deposited with Prominent Escrow Services, in cash or by a certified or bank cashier's check made
payable to Prominent Escrow Services or a confirmed wire transfer of funds, the Purchase Price
plus Escrow Holder's estimate of Buyer's closing costs, prorations and charges payable pursuant to
this Agreement. All escrow, recording and title insurance costs to be paid by Buyer.
3. CONDITIONS OF SALE
3.1 Buyer's Costs. Buyer shall pay all recording fees, documentary transfer
taxes, escrow fees, policies of title insurance, and any other costs connected with the closing of this
transaction.
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condition for closing as and when required by this Agreement. Buyer and City agree to execute and
deliver all further documents and instruments reasonably required by the escrow holder or Title
Company. City shall deliver or cause to be delivered to escrow holder in time for delivery to Buyer
at the closing an original ink signed Grant Deed, duly executed and in recordable form, conveying
fee title to the Property to Buyer.
3.3 Opening of Escrow. For purposes of this Agreement, the Escrow shall be
deemed opened on the date Escrow Holder shall have received an executed counterpart of this
Agreement from both Buyer and City ("Opening Date"). Escrow Holder shall notify Buyer and
City, in writing, of the date Escrow is opened and the Closing Date, as defined in Paragraph 3.4,
below. In addition, Buyer and City agree to execute, deliver, and be bound by any reasonable or
customary supplemental escrow instructions of Escrow Holder, or other instruments as may
reasonably be required by Escrow Holder, in order to consummate the transaction contemplated by
this Agreement. Any such supplemental instructions shall not conflict with, amend, or supersede
any portion of this Agreement. If there is any inconsistency between such supplemental instructions
and this Agreement, this Agreement shall control.
3.4. Close of Escrow. For purposes of this Agreement, "Close of Escrow" shall
be defined as the date that the Grant Deed, conveying the Property to Buyer, is recorded in the
Official Records of Orange County, California. This Escrow shall close within sixty (60) days of
the Opening Date ("Closing Date").
3.5. Conditions of Title. It shall be a condition to the Close of Escrow and a
covenant of City that title to the Property shall be conveyed to Buyer by City by the Grant Deed,
subject only to the following Approved Conditions of Title ("Approved Condition of Title"):
3.5.1. Matters affecting the Approved Condition of Title created by or with
the written consent of Buyer.
3.5.2. Exceptions which are disclosed by the Report described in Paragraph
3.7.1 hereof and which are approved or deemed approved by Buyer in accordance with
Paragraph 3.7.1 hereof.
City covenants and agrees that during the term of this Escrow, City will not cause or
permit title to the Property to differ from the Approved Condition of Title described in this
Paragraph. Any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights -
of -way, or other matters affecting the Approved Condition of Title which may appear of record or
be revealed after the date of the Report described in Paragraph 3.7.1 below, shall also be subject to
Buyer's approval and must be eliminated or ameliorated to Buyer's satisfaction by City prior to the
Close of Escrow as a condition to the Close of Escrow for Buyer's benefit.
3.6. Title Policy. Title shall be evidenced by the willingness of the Title
Company to issue its CLTA Standard Form Policy or Binder of Title Insurance ("Title Policy") in
the amount of the Purchase Price showing title to the Property vested in Buyer subject only to the
Approved Condition of Title.
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3.7. Conditions to Close of Escrow.
3.7.1. Conditions to Buyer's Obligations. The Close of Escrow and
Buyer's obligation to consummate the transaction contemplated by this Agreement are
subject to the satisfaction of the following conditions for Buyer's benefit on or prior to the
dates designated below for the satisfaction of such conditions:
(a) Preliminary Title Report and Exceptions. Immediately after
escrow is opened as provided herein, Buyer agrees to cause Lawyers Title to
issue a Preliminary Title Report relating to the Property. Within fifteen (15)
days after escrow has been opened, the Buyer will cause Lawyers Title to
issue an Amendment to Escrow Instructions, which indicates those title
exceptions that the Buyer will accept. City will have ten (10) days after
receipt of such amendment to review and approve it. In the event of non -
approval, escrow will fail and each party will instruct Lawyers Title to
cancel the escrow.
(b) Representations, Warranties, and Covenants of City. City shall
have duly performed each and every agreement to be performed by City
hereunder and City's representations, warranties, and covenants set forth in
Paragraph 4 shall be true and correct as of the Closing Date.
(c) No Material Changes. At the Closing Date, there shall have been no
material adverse changes in the physical or financial condition of the
Property.
(d) Inspections and Studies. On or before thirty (30) days after
Opening Date ("Due Diligence Period"), Buyer shall have approved the
results of any and all inspections, investigations, tests and studies (including,
without limitation, investigations with regard to governmental regulations,
engineering tests, soil and structure investigation and analysis, seismic and
geologic reports) with respect to the Property (including all structural and
mechanical systems and leased areas) as Buyer may elect to make or obtain.
The failure of Buyer to disapprove said results on or prior to the expiration of
the Due Diligence Period shall be deemed to constitute Buyer's approval of
the results. The cost of any such inspections, tests and studies shall be borne
by Buyer. During the term of this Escrow, Buyer, its agents, contractors and
subcontractors shall have the right to enter upon the Property, at reasonable
times during ordinary business hours, to make any and all inspections and
tests as may be necessary or desirable in Buyer's sole judgment and
discretion. Buyer shall use care and consideration in connection with any of
its inspections. Buyer shall indemnify and hold City and the Property
harmless from any and all damage arising out of, or resulting from the
negligence of Buyer, its agents, contractors and/or subcontractors in
connection with such entry and/or activities upon the Property. Buyer will
provide City, upon request, at no cost, copies of any Buyer's investigation
reports obtained by the Buyer, if any.
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(f) The property is sold "as is," in its present condition as of the date of
acceptance subject to the Buyer's investigation rights.
3.7.2. Conditions to City's Obligation. For the benefit of City, the Close
of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the
following conditions (or City's waiver thereof, it being agreed that City may waive any or all
of such conditions):
(a) Buyer's Obligations. Buyer shall have timely performed all of the
obligations required by the terms of this Agreement to be performed by
Buyer, and
(b) Buyer's Representations. All representations and warranties made
by Buyer to City in this Agreement shall be true and correct as of the Close
of Escrow.
3.8. Deposits by City. At least one (1) business day prior to the Close of
Escrow, City shall deposit or cause to be deposited with Escrow Holder the Grant Deed conveying
the Property to Buyer duly executed by City, acknowledged and in recordable form.
3.9. Deposits by Buyer. Buyer shall deposit, or cause to be deposited with
Escrow Holder, the funds which are to be applied toward the payment of the Purchase Price in the
amounts and at the times if designated herein (as reduced or increased by the prorations, debits and
credits hereinafter provided).
3.10. Costs and Expenses. The cost and expense of the Title Policy attributable to
CLTA coverage shall be paid by Buyer. The escrow fee of Escrow Holder shall be paid by Buyer.
Buyer shall pay all documentary transfer taxes, if any, payable in connection with the recordation of
the Grant Deed. The amount of such transfer taxes shall not be posted on the Grant Deed, but shall
be supplied by separate affidavit. Buyer shall pay the Escrow Holder's customary charges to Buyer
and City for document drafting, recording, and miscellaneous charges. If, as a result of no fault of
Buyer or City, Escrow fails to close, Buyer shall pay all of Escrow Holder's fees and charges.
Penalties for prepayment of bona fide obligations secured by any existing Deed of trust or mortgage
shall be waived pursuant to Civil Code Procedures Section 1265.240.
3.11. Disbursements and Other Actions by Escrow Holder. Upon the Close of
Escrow, the Escrow holder shall promptly undertake all of the following in the manner indicated:
3.11.1 Recording. Cause the Grant Deed and any other documents, which
the parties hereto may mutually direct, to be recorded in the Official Records of Orange
County, California, in the order set forth in this subparagraph. Escrow Holder is instructed
not to affix the amount of documentary transfer tax (if any) on the face of the Deed, but to
supply same by separate affidavit.
3.11.2 Funds. Disburse from funds deposited by Buyer with Escrow Holder
toward payment of all items chargeable to the account of Buyer, pursuant thereto in payment
of such costs, and disburse the balance of such funds, if any, to Buyer.
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3.11.3 Documents to Buyer. Deliver when issued, the Title Policy to
Buyer.
3.11.4 Pay demands of existing lienholders. Escrow Holder is hereby
authorized and instructed to cause the reconveyance, or partial reconveyance, as the case
may be, of any such monetary exceptions to Buyer's title to the Property at or prior to the
Close of Escrow.
4. CITY'S REPRESENTATIONS, WARRANTIES, AND DISCLOSURES. In
addition to any express agreements of City contained herein, the following constitute
representations and warranties of City to Buyer, of this Agreement:
4.1 Reliability of Information. City obtained the information contained in this
Agreement from sources deemed reliable; however, City makes no guarantees as to the accuracy of
the information provided.
4.2 Authority of State. City is a government entity, duly organized and validly
existing under the laws of the State of California. City has full power and authority to own, sell, and
convey the Property to Buyer and to enter into and perform its obligations pursuant to this
Agreement.
4.3 Taxes. City is exempt from property taxes and assessments and none are or
will be owing at close of escrow.
4.4 Disclosures. Buyer acknowledges that Buyer is purchasing the Property
solely in reliance on Buyer's own investigations. No representations or warranties of any kind
whatsoever, expressed or implied, have been made by City, City's agents, or employees, including
in any investigations, studies or documents identified under Section 4.6 below. Buyer further
acknowledges and warrants that as of the close of escrow Buyer will be aware of all zoning
regulations, other governmental requirements, site and physical conditions (including the presence
of hazardous materials or other adverse environmental conditions), and other matters affecting the
use and condition of the Property including any investigations, studies, and documents identified in
section 4.6. Buyer agrees to purchase the Property in the condition that it is in at close of escrow,
subject, however, to Buyer's right to terminate should the Property be damaged or destroyed by
causes other than causes attributable to Buyer's entry on the Property and inspections ordered by
Buyer prior to close of escrow. Buyer shall be responsible at Buyer's sole expense for any or all
remediation required to make Property usable for Buyer's intended purpose.
4.5 As -Is Purchase. Except as provided in paragraph 4.4, Buyer specifically
acknowledges and agrees that City will sell and Buyer will purchase the Property on an "as -is with
all faults" basis, and that having been given the opportunity to inspect the Property and review
information and documentation affecting the Property, Buyer is not relying on any representations
or warranties of any kind whatsoever, express or implied, from City or its agents as to any matters
concerning the Property, including without limitation: (i.) the quality, nature, adequacy, and
physical condition of the Property including soils, geology, and any groundwater; (ii.) the existence,
quality, nature, adequacy, and physical condition of utilities serving the Property; (iii.) the
development potential of the Property and the Property's use, merchantability, fitness, suitability,
value, or adequacy of the Property for any particular purpose; (iv.) the zoning or other legal status
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of the Property or any other public or private restrictions on use of the Property; (v.) the compliance
of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances,
covenants, conditions, and restrictions of any governmental or quasi -governmental entity or of any
other person or entity; (vi.) the presence of hazardous materials on, under, or about the Property or
the adjoining or neighboring property; (vii.) the condition of title to the Property; and (viii.) the
economics of the operation of the Property.
4.6 Existing Investigations, Studies, and Documents. Buyer has knowledge of
the following investigations, studies, and documents as provided by City in connection with his/her
decision to purchase the Property. These reports and documents relating to the Property disclosed
by City are true and correct originals or copies thereof. City makes no representations or warranties
nor expresses or implies any opinion concerning their accuracy.
3.
4.7 Absence of Fraud and Misleading Statements. To the best of City's knowledge, no
statement of City in this Agreement or in any document, certificate, or schedule furnished or to be
furnished to Buyer pursuant hereto or in connection with the transaction contemplated hereby
contains any untrue statement of material fact.
4.8 General Representation. No representation, warranty or statement of City
in this Agreement or in any document, certificate or schedule furnished or to be furnished to Buyer
pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements or facts contained therein not misleading.
City's representations and warranties made in this Agreement shall be continuing and shall be true
and correct as of the date of the close of escrow with the same force and effect as if remade by City
in a separate certificate at that time. The truth and accuracy of City's representations and warranties
made herein shall constitute a condition for the benefit of Buyer to the close of escrow (as
elsewhere provided herein) and shall not merge into the close of escrow or the recordation of the
Grant Deed in the Official Records, and shall survive the close of escrow.
5. BUYER'S REPRESENTATIONS AND WARRANTIES. In addition to any
express agreements of Buyer contained herein, the following constitute representations and
warranties of Buyer to City, of this Agreement:
5.1 Representations Regarding Buyer's Authority.
(a) Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transactions contemplated
hereby.
(b) The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer
to the terms and conditions hereof and thereof.
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(c) This Agreement is, and all other instruments, documents and
agreements required to be executed and delivered by Buyer in connection with this Agreement are
and shall be, duly authorized, executed and delivered by Buyer and shall be valid, legally binding
obligations of and enforceable against Buyer in accordance with their terms.
(d) All requisite action (corporate, trust, partnership or otherwise) has
been taken by Buyer in connection with the entering into this Agreement, the instruments
referenced herein, and the consummation of the transactions contemplated hereby. No consent of
any partner, shareholder, creditor, investor, judicial or administrative body, authority other party is
required.
(e) Neither the execution and delivery of this Agreement and documents
referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of
the transactions herein contemplated, nor compliance with the terms of this Agreement and the
documents referenced herein conflict with or result in the material breach of any terms, conditions
or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or
any contract, indenture, mortgage, Deed of trust, loan, partnership agreement, lease or other
agreements or instruments to which Buyer is a party or affecting the Property.
5.2 General Representation. No representation, warranty or statement of Buyer
in this Agreement or in any document, certificate or schedule furnished or to be furnished to City
pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements or facts contained therein not misleading.
Buyer's representations and warranties made in this Agreement shall be continuing and shall be true
and correct as of the date of the close of escrow with the same force and effect as if remade by
Buyer in a separate certificate at that time. The truth and accuracy of Buyer's representations and
warranties made herein shall constitute a condition for the benefit of City to the close of escrow (as
elsewhere provided herein) and shall not merge into the close of escrow or the recordation of the
Grant in the Official Records, and shall survive the close of escrow.
6. DUE DILIGENCE.
6.1 Buyer's Investigation of Property Condition. Real property often contains
defects and conditions which are not readily apparent and which may affect the value or desirability
of the Property. Therefore, it is the affirmative duty of Buyer to exercise reasonable care to discover
those facts which are unknown to Buyer or within the diligent attention and observation of Buyer.
Buyer agrees to provide to City, at no cost, upon request of City, complete copies of all inspection
reports obtained by Buyer concerning the Property.
6.2 Buyer's Acceptance of Property Condition. Buyer's acceptance of the
condition of the Property is a contingency of this Agreement; accordingly, Buyer shall have the
right to conduct inspections, investigations, tests, surveys, and other studies at Buyer's expense.
Buyer is strongly advised to exercise these rights and select professionals with appropriate
qualifications to conduct inspections of the entire Property. If Buyer does not exercise these rights,
Buyer is acting against the advice of City.
6.3 Scope of Buyer's Investigations. Buyer agrees and warrants, or by the
failure to do so shall have waived any rights to do so hereunder, that at close of escrow Buyer shall
.16-5514/146902/DO Page 7 of 11
have investigated the condition and suitability of all aspects of the Property and all matters affecting
the value or desirability of the Property, including but not limited to the following:
6.3.1 Condition of systems and components. Foundation, plumbing, siding,
electrical, heating, mechanical, roof, air conditioning, built-in appliances, security, and any other
structural or nonstructural systems and components, and the energy efficiency of the Property.
6.3.2 Size and age of improvements. Room count, room dimensions, square
footage in improvement, lot size, and age of the improvements.
6.3.3 Lines and boundaries. Property lines and boundaries.
6.3.4 Waste disposal. Type, size, adequacy, and condition of sewer and/or
septic systems and components.
6.3.5 Governmental requirements and limitations. Availability of required
governmental permits, inspections, certificates, or other determinations affecting the Property,
including historical significance. Any limitations, restrictions, zoning, building size requirements, or
other requirements effecting the current or future use or development of the Property.
6.3.6 Rent and occupancy controls. Any restrictions that may limit the
amount of rent that can legally be charged and the maximum number of persons who can lawfully
occupy the Property.
6.3.7 Water and utilities; well systems and components. Availability,
adequacy, and condition of public or private systems.
6.3.8 Environmental hazards. The presence of asbestos, formaldehyde,
radon, methane, other gases, lead based paint, other lead contamination, fuel or chemical storage
tanks, waste disposal sites, electromagnetic fields, and other substances, materials, products, or
conditions.
6.3.9 Geologic conditions. Geologic/seismic conditions, soil
stability/suitability, and drainage.
6.3.10 Neighborhood, area, subdivision requirements. Neighborhood or
area conditions including schools; proximity and adequacy of law enforcement; proximity to
commercial, industrial, or agricultural activities; crime statistics; fire protection; other governmental
services; existing and proposed transportation; construction and development which may affect
noise, view or traffic; airport noise; and noise or odor from any source, wild or domestic.
6.3.11 Matters of record. Covenants, conditions, and restrictions; Deed
restrictions; easements; and other title encumbrances of record.
6.3.12 Other matters. Any and all other matters such as availability of
suitable public infrastructure, assessment, other special service districts, and soil or other conditions
on the Property, not herein listed, which are or may be pertinent to Buyer's purpose for acquiring
the Property.
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7. INDEMNIFICATION. Buyer shall defend, indemnify, and hold the City harmless
from and against any and all claims, liabilities, obligations, losses, damages, costs, and expenses,
including, but not limited to, attorney's fees, court costs, and litigation expenses that City may incur
or sustain by reason of or in connection with any misrepresentation made by the Buyer pursuant to
this Agreement.
8. MINERAL RESERVATIONS. City shall retain all mineral rights in the Property,
and the Grant Deed shall contain the following language:
"EXCEPTING therefrom all oil, gas and other hydrocarbon substances and
minerals lying below a depth of 500 feet from the surface of said land, but
without the right of surface entry at any time upon said land or within the top 500
feet thereof, for the purpose of exploiting, developing, producing, removing and
marketing said substances."
9. PRIOR AGREEMENTS. This Agreement, in effect as of the Date of Agreement,
supersedes any and all prior agreements (if any) between City and Buyer regarding purchase and
sale of the Property.
10. NOTICES. Any notice, tender, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered, mailed or sent
by wire or other telegraphic communication in the manner provided in this Agreement, to the
following persons:
If to City:
If to Buyer:
City of Huntington Beach Chris Palermo
Attn: Real Estate Services Next Venture LLC
2000 Main Street 19092 Colchester Lane
Huntington Beach, CA 92647 Huntington Beach, CA 92646
11. CALCULATION OF TIME. Under this Agreement, when the day upon which
performance would otherwise be required or permitted is a Saturday, Sunday or holiday, then the
time for performance shall be extended to the next day which is not a Saturday, Sunday or holiday.
The term "holiday" shall mean all and only those State holidays specified in Sections 6700 and
7701 of the California Government Code.
12. TIME OF ESSENCE. Time is of the essence of this Agreement and each and every
provision hereof.
13. ENTIRE AGREEMENT. This Agreement shall constitute the entire understanding
and agreement of the Parties hereto regarding the purchase and sale of the Property and all prior
agreements, understandings, representations or negotiations are hereby superseded, terminated and
canceled in their entirety, and are of no further force or effect.
14. AMENDMENTS. This Agreement may not be modified or amended except in
writing by the Parties.
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15. APPLICABLE LAW. The Parties hereto acknowledge that this Agreement has
been negotiated and entered into in the State of California. The Parties hereto expressly agree that
this Agreement shall in all respects be governed by the laws of the State of California.
16. SEVERABILITY. Nothing contained herein shall be construed as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present statute, law, ordinance or regulation as to which the Parties have
no legal right to contract, the latter shall prevail, but the affected provisions of this Agreement shall
be limited only to the extent necessary to bring them within the requirements of such law.
17. SEPARATE COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed shall be deemed to be an original. Such counterparts
shall, together, constitute and be one and the same instrument.
18. EXHIBITS. The following Exhibits are attached to this Agreement and
incorporated by reference herein:
Exhibit A. Property Description
Exhibit B: Property Sketch
19. SURVIVAL. All terms and conditions in this Agreement, which represent
continuing obligations and duties of the Parties, that have not been satisfied prior to close of escrow
shall survive close of escrow and transfer of title to Buyer and shall continue to be binding on the
respective obligated party in accordance with their terms. All representations and warranties and
statements made by the respective parties contained herein or made in writing pursuant to this
Agreement are intended to be, and shall remain, true and correct as of the close of escrow, shall be
deemed to be material, and, together with all conditions, covenants and indemnities made by the
respective parties contained herein or made in writing pursuant to this Agreement (except as
otherwise expressly limited or expanded by the terms of this Agreement), shall survive the
execution and delivery of this Agreement and the close of escrow, or, to the extent the context
requires, beyond any termination of this Agreement.
20. LEGAL FEES. In the event suit is brought by either party to construe, interpret
and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,
each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to
recover its attorney's fees from the non -prevailing party.
21. ASSIGNMENT. Buyer may not assign, transfer or convey its rights or obligations
under this Agreement without the prior written consent of City, and then only if Buyer's assignee
assumes in writing all of Buyer's obligations hereunder; provided, however, Buyer shall in no event
be released from its obligations hereunder by reason of such assignment.
22. BROKERAGE COMMISSIONS. Buyer represents to City that there has been no
broker, real estate agent, finder or similar entity engaged in connection with this Agreement or the
sale of the Property from the City to Buyer, if consummated as contemplated hereby. Buyer agrees
that should any claim be made for brokerage commissions or finder's fees by any broker, agent,
finder or similar entity, by, through or on account of any acts of Buyer or its agent, employees or
representatives, Buyer will indemnify, defend and hold City free and harmless from and against any
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and all loss, liability, cost, damage and expense (including attorneys' fees and court costs) in
connection therewith. Buyer agrees to pay, at its sole cost and expense, when due, any and all
brokerage commissions incurred by Buyer heretofore or hereafter incurred prior to close of escrow.
23. MISCELLANEOUS.
23.1. Captions. Any captions to, or headings of, the paragraphs or subparagraphs
of this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
23.2. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
nor obligate any of the parties hereto, to any person or entity other than the parties hereto.
23.3. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference.
23.4. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
23.5. Fees and Other Expenses. Except as otherwise provided herein, each of the
parties shall pay its own fees and expenses in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their authorized offices the day, month and year first above written.
BUYER:
NEXT V, fTURE, LLC
By:� oN(-.
a MtMt
print name
ITS: (circle one) Chairman/President/Vice President
By:
print name
ITS: (circle one) Secretary/Chief Financial Officer/
Asst. Secretary — Treasurer
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California
City Manager
TO RESOLUTION NO. 2010-87)
INITIATED AND APPROVED:
--
Depufy Director Pusiness Development
/_19'iYG TA.i ojl�
City Attorney DYf3 I B � to
AW
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EXHIBIT A
PARCEL 1:
THOSE LANDS LOCATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STA TE OF CALIFORNIA, BEING A PORTION OF THE LANDS DESCRIBED IN
THE GRANT DEED TO THE CITY OF HUNTINGTON BEACH, A MUNICIPAL
CORPORATION, RECORDED MARCH 29, 2012 AS DOCUMENT NUMBER
2012000179162 IN RECORDS, OF SAID COUNTY, MORE PARTICULARLY DESCRIBED
AS FOLLOWS
THE NORTHERLY ONE-HALF (112) OF THE WESTERLY 88.50 FEET OF LOT 1 OF
THE MOUNTAIN VIEW TRACT, AS SHOWN ON THE MAP FILED IN BOOK 7, PAGE
OF MISCELLANEOUS MAPS, IN RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION OF THE LAND AS DESCRIBED IN THE DEED
TO SAL VADOR CONTRERAS AND MARGARET CONTRERAS, HUSBAND AND WIFE, AS
JOINT TENANTS, RECORDED NOVEMBER 19, 1958 IN BOOK 4487, PAGE 47 OF
SAID RECORDS, OF SAID COUNTY, DESCRIBED THEREIN AS BEING THE SOUTHERLY
ONE-HALF (112), OF THE WEST 88.50 FEET, OF THE NORTH ONE-HALF (112),
OF LOT 1, OF THE MOUNTAIN VIEW TRACT AS SHOWN ON THE MAP FILED IN
BOOK 7, PAGE 1 OF MISCELLANEOUS MAPS, IN RECORDS OF SAID COUNTY.
ALSO EXCEPTING THEREFROM THE NORTHERLY 20.00 FEET.
ALSO EXCEPTING THEREFROM THA T PORTION OF LAND L YING OUTSIDE OF A
CURVE HA VING A RADIUS OF 27. 00 FEET, CONCA VE TO THE SOUTHEAST, BEING
TANGENT ON THE NORTH TO A LINE PARALLEL TO AND 20.00 FEET SOUTHERLY
OF THE NORTH LINE OF SAID LOT 1 AND TANGENT ON THE WEST TO THE WEST
LINE OF SAID L 0 T 1.
ALSO EXCEPTING THEREFROM ALL RIGHT TITLE AND INTEREST IN AND TO THE
MINERAL RIGHTS THEREIN, INCLUDING OIL, GAS, GASOLINE OR OTHER
HYDROCARBEN SUBSTANCES THEREUNDER AS RESERVED IN THE DEED RECORDED
JUNE 26, 1944 IN BOOK 1259, PAGE 258 OF OFFICIAL RECORDS
ALSO EXCEPTING THEREFROM ALL RIGHT TITLE AND INTEREST IN AND TO THE
MINERAL RIGHTS THEREIN, INCLUDING ALL OIL, GAS, GASOLINE OR OTHER
HYDROCARBEN SUBSTANCES THEREUNDER AS RESERVED IN THE DEED RECORDED
FEBRUARY 27, 1958 IN BOOK 4210, PAGE 222 OF OFFICIAL RECORDS
CONTINUED ON SHEET 2 OF 2
LEGAL DESCRIPTION
19002 DELAWARE STREET (APN 159-151-15 )
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
I OF 2
EXHIBIT A
(CONTINUED)
PARCEL 2.-
THOSE LANDS LOCATED IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STA TE OF CALIFORNIA, BEING A PORTION OF THE LANDS DESCRIBED IN
THE GRANT DEED TO THE CITY OF HUNTINGTON BEACH, A MUNICIPAL
CORPORATION, RECORDED MARCH 29, 2012 AS DOCUMENT NUMBER
2012000179162, IN RECORDS, OF SAID COUNTY, MORE PARTICULARLY DESCRIBED
AS FOLLOWS.
THE WESTERL Y 11.50 FEET, OF THE EASTERL Y 29.50 FEET, OF THE NOR THERL Y
75.00 FEET, OF THE NORTH ONE-HALF (112) OF LOT 1, OF THE MOUNTAIN VIEW
TRACT, AS SHOWN ON THE MAP FILED IN BOOK 7, PAGE 1 OF MISCELLANEOUS
MAPS IN RECORDS OF SAID COUNTY.
EXCEPTING THEREFROM THE NOR THERL Y 20. 00 FEET.
ALSO EXCEPTING THEREFROM ALL RIGHT TITLE AND INTEREST IN AND TO THE
M/NERAL RIGHTS THEREIN, INCLUDING OIL, GAS, GASOLINE OR OTHER
HYDROCARBEN SUBSTANCES THEREUNDER AS RESERVED IN THE DEED RECORDED
JUNE 26, 1944 IN BOOK 1259, PAGE 258 OF OFFICIAL RECORDS.
EXHIBIT "B" A TTACHED AND BY THIS REFERENCE MADE A PART HEREOF.
ASSESSOR'S PARCEL NUMBER: 159-151-15
k.ANp SG�`
y Pvci .c
EXP. 12-31-13
L& 7340
lF OF CAI.IE��
JOSEPH G. DERLETH
PLS 7340 EXPIRES 12IJ111 J
LEGAL DESCRIPTION
19002 DELAWARE STREET (APN 159-151-15 )
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
2OF2
IqD
EXHIBIT B
(EAST R)
.� NW COR LOT 1,
MOUNTAIN WEW
TRACT, 711 M.M. 50.00,
GARFIELD AVENUE
(EAST, 118.00' R)
_100.00'____
— r
� I GARFIELD F AVENUE
0.00 20. oo'
EAST, 73.00'
Lu I o I Cl _ 11.50'-�----
o I !9002 Dk; L.A ARE S 1" In, o
' PN 150...1N...15
g 5343.6 SO. FT.
rr
W Tim' (0.12 ACRES)
o j PARC1EL.. 1 �
NE COR LOT 1,
MOUNTAIN WEW
TRACT, 711 M.M.
..00' I
7782 ARFliEI...D AV'I:`.'
i
COP
WEST, 100.00' 11.50
0
0.00'--� SOUTH LINE OF SOUTH LINE OF THE I o
WEST LINE- I THE NORTH HALF, NORTHERLY 75.00'
LOT 1 I OF THE NORTH OF THE NORTH
HALF OF LOT 1 HALF, OF LOT 1
IA. Pt.i 159-151...13
LINE TABLE- 4487/47 ().R• � [—EAST LINE
L 1= NOR TH, 47.00' LOT 1
15 0 30 I L2= NOR TH, 28.00'
CURVE TABLE.- --�r18.00'
Cl DELTA=90100'00", R=27.00', L=42.41' L —
�------
SCALE 1 = 30 �
I -SOUTH LINE OF THE
SW COR LOT 1, NORTH HALF OF LOT 1
MOUNTAIN WEW
TRACT, 711 M.M.
NOTE: (EAST, 118.00' R) SE COR LOT 1,
LOT DIMENSIONS SHOWN HEREON MOUNTAIN VIEW
WERE DETERMINED FROM RECORD TRACT, 711 M.M.
DATA, NO FIELD SURVEY WAS REFERENCE:
PERFORMED TO DETERMINE SHOWN R= RECORD
DIMENSIONS. TRACT,
19002 DELAWARE STREET
(APN 159-151-15)
CITY OF HUNTINGTON BEACH
DEPARTMENT OF PUBLIC WORKS
PER THE MOUNTAIN VIEW
7/1 M. M.
RESOLUTION NO. 2010-87
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH DECLARING THE
DISPOSITION OF CERTAIN SURPLUS PROPERTY
WHEREAS, the City of Huntington Beach is the owner of certain real property more
particularly set forth on Exhibit A which is attached hereto and incorporated by thi§ reference
and consists of Assessor'.s Parcel Numbers I42-103-02, 142-103-05, 142-103-20, 159-I21-20,
159-151-15 and 024-206-13.
The City acquired said parcels as a result of various street widening projects.
The City Administrator has recommended to this Council that said property be declared
Surplus Property ("the Surplus Property"); and
Huntington Beach Municipal Code Section 3.06.010(b) authorizes the City to dispose of
Surplus Property, quid sets out the procedures therefore,
NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby
resolve as follows:
1. That the real property described above is surplus and the public interest and
necessity require the disposition thereof.
2. All parcels have been appraised to establish the fair market value.
3. The costs incurred in preparing the land for sale including all related expenses and
appraisal fees have been added to and made apart of the value to be paid on the sale of the
Surplus Property.
4. The Surplus Property is to be first offered for sale to the adjacent property owner;
if there exists no interest, it then will be made available to the general public through a highest
sealed bid process subject to a declared reserve.
5. The Surplus Property described herein is to be sold for cash.
10-2565/49411