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HomeMy WebLinkAboutSouthern California Gas Company - So Cal Gas - SCG - 1989-03-20"PPROVE CITY COUNCIL `�(� 1EQUE C T COUNC ACTION �. RH 89-25 ai�Y GLIZ Date March 2C1, 1989 Submitted to: Honorable Mayor and City Council Members Submitted by: Paul Cook, City Administrator Prepared by: Douglas La Belle, Deputy City Administrator/Economic Develop t Subject: AUTHORIZE THE ACQUISITION AND APPROVE THE CONTRACT OF SALE FOR APN 024-143-08 (SOUTHERN CALIFORNIA GAS COMPANY PROPERTY) Consistent with Council Policy? P. Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: STATEMENT OF ISSUE: The request for purchase of this property is in accord with previous Council action to purchase properties within this area for future parking facilities. The attached Agreement of Sale is for the purchase of property by the City owned by the Southern California Gas Company and located at 311 Main Street. RECOMMENDATION: Authorize the acquisition of the property owned by the Southern California Gas Company, (APN 024-143-08), at 311 Main Street, and authorize the City Clerk and Mayor to execute said contract. ANALYSIS: The City Council has authorized appraisals and negotiations for the purchase of properties in this area on a willing -seller basis. Our property acquisition consultant has negotiated with the property owner to purchase the parcel, improvements, and fixtures and equipment for the negotiated purchase price of $315,270. This is approximately 3.5% above the appraised value. FUNDING SOURCE: Certificates of Participation Account 812601. ALTERNATIVE ACTION: Do not approve the acquisition or modify the offer. ATTACHMENTS: 1) Map of property. 2) Contract of Sale. PEC/DLB:lp 4519h PIO 5/85 b � _ � w J ' • � � 133Y1S M - $ • 133!/1S 1338/LS 133il1S ,ay F $ Ofl l N N Z Qf W � h N M tf N ti m O� V. NIVM ti N ti H ti O N O to to ? N m N 'N19 __QVVV �. • 2 go N R N N l0 N 4 N M m J ? O Q 1 SOUTHERN CALIFORNIA GAS COMPANY RESOLUTION RESOLVED, that Debra L. Reed be elected Vice President, effective August 1, 1989, to serve as such until further action by this Board of Directors. I HEREBY CERTIFY that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of Southern California Gas Company, a corporation, at a Regular Meeting duly called and held on the 20th day of July 1988, at which meeting a quorum was present and acted on said matter; that said resolution is in full force and effect on this date; and that said resolution is spread in full on the Minutes of said Corporation. Sec tart' Dated: March 31, 1989 it E AGREEMENT FOR SALE OF REAL PROPERTY BETWEEN THE CITY OF HUNTINGTON BEACH AND SOUTHERN CALIFORNIA GAS COMPANY This Agreement is entered into this - day of 1989, by and between the CITY OF HUNTINGTON BEACH, California, a municipal corporation (hereinafter called "BUYER"), and SOUTHERN CALIFORNIA GAS COMPANY, a California corporation, (hereinafter called "SELLER") for the purchase by BUYER of certain real property. WHEREAS, SELLER is the owner, in fee, of certain real property located in the City of Huntington Beach, California more fully described in Exhibit "A" attached hereto and incorporated herein by reference. BUYER desires to purchase said property for cash and SELLER desires to sell property to the BUYER: NOW, THEREFORE, the parties agree as follows: 1. PURCHASE PRICE. The purchase price for the real property is THREE HUNDRED FIFTEEN THOUSAND TWO HUNDRED SEVENTY AND N0/100 DOLLARS ($315,270.00). 2. ESCROW. BUYER agrees to execute the escrow instructions and do all things necessary to complete said escrow in conformance therewith as Exhibit "B" attached herto and incorporated herin by reference. 3. CONDITIONS OF CLOSING. The close of escrow is conditioned upon: a. Conveyance to the BUYER of good and marketable title subject to the approval of the City Attorney. b. Delivery of California Land Title Association (CTLA) title insurance policy in the amount of the full purchase • • price subject only to such liens, encumbrances, clouds or conditions as may be approved in writing by the City Attorney. C. Delivery of possession of said property to BUYER or its nominee, immediately on close of escrow, free and clear of all uses and occupancies except as BUYER may agree in writing. 4. FAILURE OF CONDITIONS. Should any of the conditions specified in Paragraph 3 of this Agreement fail to occur within thirty (30) days after the date hereof, BUYER shall have the power, exercisable by BUYER to give written notice to the escrow holder and to SELLER to cancel such escrow, terminate this Agreement and recover any amounts paid to escrow holder on account of the purchase price of said property. The escrow holder shall be, and is hereby, irrevocably instructed by BUYER on any such failure of conditions and receipt of such notice from BUYER to immediately refund to BUYER all monies and instruments deposited by him in escrow pursuant to this Agreement at BUYER'S option only. 5. PRORATIONS. Insurance, Insurance Premiums, and Possessory Interest Tax. There shall be prorated between SELLER and BUYER on the basis of thirty (30) day months as of 12:00 midnight Pacific Standard Time on the date of the close of escrow pursuant to this contract: a. Real property taxes levied or assessed against said property (including any water tax or water rate levied against said property for the furnishing of water thereto) as shown on the latest available tax bills. The County of Orange by law will refund all tax paid by SELLER covering periods subsequent to title vesting in BUYER. - 2 - b. Premiums on insurance policies acceptable to BUYER insuring the improvements and buildings, if any, on said property against damage or destruction by fire, theft, or the elements. 6. BONDS AND ASSESSMENTS. Any bonds or improvement assessments which are a lien on said property shall, on close of escrow, be paid by SELLER, except those liens imposed by the City of Huntington Beach or the Redevelopment Agency of the City of Huntington Beach. 7. BROKERS. BUYER and SELLER represent to each other that they know of no claim for broker's or finder's fees or any other commissions in connection with this transaction. In the event any broker or finder asserts a claim for a commission or finder's fee, the party through whom the broker or finder makes his claim shall indemnify the other party for any and all costs and expenses, including attorneys fees, incurred by the other party in defending against the same. 8. EXPENSES OF ESCROW. The following expenses of the escrow described in this Article shall be paid by BUYER: a. The full cost of securing the title insurance policy described in this Agreement. b. The cost of preparing, executing, and acknowledging any deeds or other instruments required to convey title to BUYER or his nominees in the manner described in this Agreement. C. The cost of recording a grant deed required to convey title to said property to BUYER or his nominees as described in this Agreement. - 3 - • E d. Any escrow fee charged by the escrow holder in addition to the cost of the title insurance policy. 9. OWNER'S REPRESENTATIONS, COVENANTS AND WARRANTIES. As an express condition precedent to the Close of Escrow for BUYERS' benefit, and in addition to any other representations, covenants and warranties contained in this Agreement, SELLER makes the following representations and warranties, each of which is true in all respects as of the date of this Agreement, and shall be true in all respects as of the closing date (as defined in the Escrow Instructions): a. Authority to Sign. This Agreement and all the documents executed by the SELLER that are to be delivered to the BUYER at closing are, and at the closing will be, duly authorized, executed and delivered to the BUYER; are, and at the closing will not violate any provisions of any agreement to which the SELLER is a party or to which he is subject, including without limitations, any prior options, purchase agreements and/or escrow instructions. b. Existing Contracts. At the closing, there will be no outstanding contracts made by the SELLER for any improvements to the property that have not been fully paid, and the SELLER shall cause to be discharged (in such a manner that the Title Company will not show any liens as an exception to title under the Title Policy), all mechanics' or materialmen's liens arising from any labor or materials furnished to the property prior to closing. c. Title. SELLER has, and will convey to BUYER, good and marketable fee simple title to the property free and clear of all liens, encumbrances, claims, rights, demands, easements, leases, - 4 - licenses, agreements, covenants, conditions, and restrictions of any kind or character (including, without limiting the generality of the foregoing, liens or claims for taxes, mortgages, conditional sales contracts or other title retention agreements, deed of trust, security agreements and pledges) except for those exceptions to title shown in the commitment for title insurance as items 3, 4, 5 13, INITIAL 6 & 7 and attached hereto as Exhibit "C": dated July W�/j 1988, ry which shall be replaced by a title policy during escrow hereof. SELLER shall not encumber, modify or diminish title to all, or any portion of or interest in, the property without BUYER'S written consent. d. Litigation. SELLER is not involved in, nor does SELLER have knowledge of, any claim, proceeding or threatened litigation, administrative or governmental proceeding or investigation, relating to or otherwise affecting the property or the ability of SELLER to deliver good and marketable fee simple title to the property to BUYER. e. Tenants. There are no tenants on the property except those approved in writing by BUYER. 10. ATTORNEY'S FEES. In the event of any controversy, claim or dispute arising out of or relating to this Agreement or the escrow, or any breach of either, the prevailing party shall be entitled to attorney's fees. 11. THREAT OF CONDEMNATION. The parties agree that the property being conveyed is under threat of condemnation by the BUYER. BUYER agrees to supply SELLER with a letter evidencing its intention to condemn. - 5 - 12. NOTICES. Any and all notices or other communications required or permitted by this Contract or by law to be served on or given to the other party hereto, BUYER or SELLER, by the other party hereto, or by the escrow holder shall be in writing and shall be deemed duly served and given when personally delivered to any of the parties, BUYER or SELLER, to whom it is directed, or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid, addressed to the parties at the address shown below. SELLER may change his address for the purposes of this section by giving written notice of such change to the BUYER in the manner provided in this section. SELLER: SOUTHERN CALIFORNIA GAS COMPANY P.O. Box 3249 TERMINAL ANNEX Los Angeles, CA 90051 BUYER: THE CITY OF HUNTINGTON BEACH, 2000 Main Street Huntington Beach, CA 92648 END OF PAGE - 6 - �m • 14. ENTIRE AGREEMENT. This instrument and the exhibits hereto contains the entire agreement between BUYER and SELLER respecting said property, and any agreement or representation respecting said property or the duties of either BUYER or SELLER in relation thereto not expressly set forth in this instrument is null and void. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this - day of )11cA 4z, , 1989, set forth hereinabove. SELLER: SOUTHERN CALIFORNIA GAS COMPANY a California corporation V /� -� By ; P'--t-Lc, ; _ ' Debra L. Reed, Vice President By ATTEST: a <.m Agency Clerk REVIEWED AND APPROVED: City Administrator BUYER: The CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor APPROVED AS TO FORM: City/Attorney ' _ _ y :..A . S ITIATED AND APPROVE DepErty City Administrator/ Director of Economic Development - 7 - LEGAL DESCRIPTION LOTS 11 AND 13 IN BLOCK 304 OF "HUNTINGTON BEACH". AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXHIBIT "A" i0 PARCEL NO: 024-143-08 TITLE REPORT NO: 1497396 PROJECT: MAIN —PIER REDEVELOPMENT PROJECT — PHASE I AGREEMENT FOR ACQUISITION OF REAL PROPERTY (ESCROW INSTRUCTIONS) THIS -AGREEMENT is entered into this day of , 198 , by and between the CITY OF HUNTINGTON BEACH (hereinafter called "Buyer"), and the undersigned owner(s) (hereinafter called "Seller") for acquisition by Buyer of certain real property hereinafter set forth. IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this agreement, all that certain real property (hereinafter called "Property") situated in the City of HUNTINGTON BEACH_, County of ORANGE , State of California, and legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF Excepting and reserving unto Seller all oil, hydrocarbon substances and minerals of every kind and character not previously reserved lying more than 500 feet below the surface of said land, together with the right to drill into, through, and to use and occupy all parts of said land lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said or other lands but without, however, any right to use either the surface of said land or any portion of said land within 500 feet of the surface for any purpose or purposes whatsoever. It is understood and agreed that the purchase price set forth in this Section 2 includes the sum of $11,270.00 for those certain fixtures and equipment described in Exhibit "B" attached hereto. Prior to the close of escrow, Seller shall deposit into escrow a Bill of Sale in the form set forth in Exhibit "C" attached hereto conveying title to said fixtures and equipment. 2. PURCHASE PRICE. The total purchase price, payable in cash through escrow, shall be the sum of THREE HUNDRED FIFTEEN THOUSAND TWO HUNDRED SEVENTY AND N0/100 DOLLARS ($315,270.00) 3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes EXCEPT: A. Taxes: Fiscal Year 1988-89 B. Quasi —public utility, public alley, public street easements and rights of way of record. C. Items numbered 3,4,5,6,7 of the above numbered title report issued by First American Title Insurance dated July 13, 1988 D. None 4. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of deed to Buyer, provide Buyer with CLTA Standard Coverage Policy of Title Insurance in the amount of $315,270.00 , issued by First American Title Insurance , showing the title to the property vested in Buyer, subject only to the exceptions set forth in Paragraph 3 and the printed exceptions and stipulations in said policy. Buyer agrees to pay the premium charged therefore. hba#3agreement gasdoc2 Page 1 of 5 13 EXHIBIT h..�...~ ..., AAAl PAGE 2 OF 5 5. ESCROW. Buyer agrees to open an escrow in accordance with this Agreement at First American Escrow, 114 E. 5th Street, Santa Ana, California 92701. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. Seller has executed and handed a deed to Buyer, concurrently with this Agreement. As soon as possible after opening of escrow, Buyer will deposit the executed deed, with Certificate of Acceptance attached, with Escrow Agent on Seller's behalf. Buyer agrees to deposit the purchase price upon demand of Escrow Agent. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel his own policies after close of escrow. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may. be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. ESCROW AGENT IS AUTHORIZED AND IS INSTRUCTED TO COMPLY WITH THE FOLLOWING TAX ADJUSTMENT PROCEDURE: A. Escrow is not to be concerned with proration Seller's taxes for the current fiscal year. Seller's prorata portion of taxes due to close of escrow, shall be cleared and paid by Seller, outside escrow, pursuant to provisions of Section 5082 through 5090 of the Revenue and Taxation Code of the State of California; B. Any taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between Buyer and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after Buyer's acquisition, pursuant to Revenue and Taxation Code Section 5096.7. ESCROW AGENT IS AUTHORIZED TO, AND SHALL: C. Pay and charge Seller for any unpaid liens or delinquent taxes and/or assessments; D. Pay and charge Buyer for any escrow fees, charges and costs payable under Paragraph 6 of this Agreement; E. Disburse funds and deliver deed when -conditions of this escrow have been fulfilled by Buyer and Seller. The term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE. If (except for deposit of money by Buyer, which shall be made by Buyer upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within 30 days from date of these instructions, any party who then shall have fully complied with his instructions may, in writing, demand the return of his money or property; but if none have complied no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. AAA1 PAGE 3 OF 5 Responsibility for Escrow Agent under this Agreement is expressly limited to Paragraphs 1, 2, 3, 4, 5, 6, 7, 9, 10, 15 1and to its liability under any policy of title insurance issued in regard to this transaction. 6. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all Buyer's and Seller's usual fees, charges and costs which arise in this escrow. 7. RENTAL AND OCCUPANCY BY BUYER. Seller and Buyer acknowledge the property is encumbered with an interim rental agreement between Buyer and Seller providing for occupancy of the property by Buyer and/or Buyer's sub —lessee until close of this escrow. The terms and conditions of said rental agreement shall be operative relative to occupancy by Buyer.' 8. PERMISSION TO ENTER ON PREMISES. Seller hereby grants to Buyer, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. 9. COUNTERPARTS. This agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. 10. CLOSING STATEMENT. Seller instructs Escrow Agent to release a copy of Sellers's statement to Buyer and to Cutler and Associates, Inc., 3711 Long Beach Blvd., Suite 1016, Long Beach, California 90807-3315; purpose being to ascertain if any reimbursements are due Seller. 11. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be borne by the parties as provided in rental agreement between Buyer and Seller. In the event that loss or damage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, Buyer may elect to require that the Seller pay to Buyer the proceeds of any insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the total price by an amount equal to the diminution in value of said property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 12. EMINENT DOMAIN DISMISSAL. Seller and Buyer acknowledge; that this transaction is a negotiated settlement in lieu of condemnation and Seller hereby agrees and consents to the dismissal or abandonment of any eminent domain action in the Superior Court of the State of California in and for the County of Orange wherein the herein.described property is included and also waives any and all claims to any money on deposit in said action and further waives all attorney's fees, costs, disbursements and expenses incurred in connection therewith. 13. POSSESSION AND DISPOSITION OF SELLER'S FURNITURE. Possession of real property shall be given to Buyer upon the recording of Seller's deed. All Seller's furniture and furnishings shall remain the property of Seller and Seller shall have the right at any time to remove or otherwise dispose of all or any portion of same, and provided that within ten (10) days after notice from Buyer that the premises have been vacated, Seller will remove or otherwise dispose of all such furniture and furnishings. All furniture and furnishings remaining on the premises after ten (10) days shall become the property of Buyer and Buyer may dispose of same without liability as it alone sees fit. Buyer shall not be liable for any loss of or damage to said furniture or furnishings, regardless of when such loss or damage occurs. 14. Warranties Representations, and Covenants of Seller. Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. AA1 PAGE 4 OF 5 B. Buyer to accept property "AS IS". C. Until the closing, Seller shall not do anything which would impair Seller's title to any of the property. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the property. E. To the best of Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Seller's property may be bound. F. Until the closing, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in the section not to be true as of closing, immediately give written notice of such fact or condition to Buyer. G. Buyer acknowledges receipt .of an asbestos assessment report prepared by Health Science Associates dated October 26, 1987, a copy of which is attached hereto. H. Seller hereby represents and warrants that the persons who sign this Agreement shall have all requisite power and authority to have entered into this Agreement, and that all authorizations required to be obtained by or on the part of Seller to execute and perform this Agreement have been obtained. I. Seller is not a foreign person as such term is used in Section 1445 of the Internal Revenue Code. Prior to the close of escrow, Seller shall deposit in escrow a nonforeign affidavit as provided under said Section 1445, and the failure to do so shall entitle Buyer to withhold from the purchase price such sums as are required by said Section 1445. J. Buyer acknowledges that within fifteen days after the execution of this Agreement, Buyer will make all investigations and tests which Buyer deems necessary or prudent, and that Buyer's decision to proceed with the purchase of the Property will be made in reliance on Buyer's own investigations and tests. Buyer agrees to accept the Property in its "AS IS" condition, without any representation or warranty from Seller, and subject to all defects, whether latent or patent, including but not limited to the presence of pollution, toxic building materials, hazardous substances or wastes, if any, other physical characteristics of the Property. Buyer hereby acknowledges that it has not relied and will not rely on any representations by Seller concerning the Property but will rely solely -on Buyer's own investigation of the Property. Seller and Buyer specifically agree that Seller shall not be responsible for any work of construction or improvement necessary to cause the Property to meet any applicable law, ordinance, regulation, or code, or to be suitable for any particular use. Seller makes no representation or warranty, and shall have no liability to Buyer, with respect to the suitability of the Property for Buyer's intended use. K. Possession of the Property shall be delivered by Seller upon the Close of Escrow. 15. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 16. FULL AND OOMPLETE SETTLEMENT. Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, by reason of Buyer's • AAA1 PAGE 5 OF 5 • acquisition of the property and any dislocation of Seller from same, specifically including, but not limited to, any and all rights to participation in the redevelopment of property in the Redevelopment Project Area, the value of improvements pertaining to the realty, leasehold improvements, any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all claims in inverse condemnation and for precondemnation damages, any and all relocation benefits which Seller may be entitled, the nature and extent of which Seller acknowledges he has been fully advised, and any and all other claim that Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of this subject property, however Seller and Buyer, and each and all of their individual collective agents' representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby release the other party, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands debts, controversies, damages, causes of action, including without limitations those relating to just compensation, damages, relocation benefits, which any of them now have, or might hereafter have by reason of any matter or thing arising out or in any way relating to any condemnation action affecting the subject property. 17. BROKERS. Buyer and Seller each represent to the other that it knows of a claim for broker's or finder's fees or other commissions in connection with this transaction. In the event any broker or finder asserts a claim for a commission or finder's fee, the party through whom the broker or finder makes his claim shall indemnify the other party for any and all costs and expenses (including attorney's fees) incurred by the other party in defending against the same. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. This Agreement contains the entire agreement between both parties, neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. MAILING ADDRESS OF SELLER P.O. BOX 3249 TERMINAL ANNEX LOS ANGELES, CA 90051 ATTN: WALT PAWLOWSKI MAILING ADDRESS OF BUYER 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 SELLER SOUTHERN CALIFORNIA GAS COMPANY A CALIFORNIA CORPORATION BY: w BUYER CITY OF HUNTINGTON BEACH • LEGAL DESCRIPTION • LOTS 11 AND 13 IN BLOCK 304 OF "HUNTINGTON BEACH". AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY. CALIFORNIA. EXHIBIT "A" Southern California Gas 9 any P 311 N. Main Street Huntington Beach, CA 92648 IMPROVEMENTS PERTAINING TO THE REALTY VALUE QUANTITY IN_ EQUIPMENT RECEPTION AREA WALL BENCH, wood, formica clad, attached, built-in, 48"x20"x24'. Customer writing desk, wall mounted Attached Tackboard, wood frame, 3311x16" Attached Pamphlet, display rack, 3 tier, wood and formica, 18"x36"x4", wall mounted Attached NIGHTDROP, wall safe, "The Dropository", combination tumbler lock, type, ser.#0725, door size 7 1/2"x7 1/2", mounted through wall. Attached CUSTOMER BARRIER RAILS, 6-metal chrome posts, 36" high, 4-plastic chains, ± 50" each. GENERAL WORK AREA RECEPTION COUNTER UNIT, (dwarf partition) comprising 214"xl7'8" and 214" long x 28" high, wood framed, wood and formica cap, drywall sheathing, with 211lx25" 2 tier end shelf unit, rubber base Attached EXPRESS SERVICES MAIL DROP, interior with rear bin, through wall Attached TELEPHONE SYSTEM, 5 hand sets, 4 lines, G.T.E. Installed, Attached SURVEILLANCE VIDEO SYSTEMS CAMERA. S.A.S., wall mounted. Attached BURGLAR ALARM SYSTEM, keypad with sonic detection heads,'Acron Corp., including wiring Attached. TACKBOARD, metal.frame, 481106" Attached 1 375.00 SALVAGE VALUE 1 15.00 0.00 1 125.00 0.00 1 3,000.00 150.00 1 300.00 20.00 1 275.00 0.00 1 160.00 0.00 1 1,500.00 50.00 1 225.00 25.00 1 1,500.00 0.00 1 25.00 0.00 EXHIBIT "B" : Southern California Gas Spany Page 2 EQUIPMENT REAR ENTRANCE AREA • VALUE SALVAGE QUANTITY IN PLACE VALUE TACKBOARD, wood frame, 21"x27" 1 TACKBOARD, wood frame, 251x25" 1 ACCOUNTING OFFICE NIGHT SAFE, 7 1/2" diameter double 1 compartment, Diebold combination lock, set in concrete cube, 24"x26"x24" Attached STORAGE ROOM BOARD FP. WALL SHELVING, wood, 190± built—in Attached SIGNS SIGN, double faced, metal box, 1 interior illuminated plastic panels, 2 lights, 25+ sq.ft. wall mounted. "SOUTHERN CALIFORNIA GAS 00MPANY" TOTAL IMPROVEMENTS PERTAINING TO THE REALTY EXHIBIT "B" 10.00 0.00 10.00 0.00 650.00 0.00 2,800.00 0.00 $11,270.00 $265.00 BILL OF BALE The undersigned, SOUTHERN CALIFORNIA GAS COMPANY ("Seller") having its principal place of business located at 810 South Flower Street, Los Angeles, California 90017, for and in consideration of the payment of the sum of Eleven Thousand Two Hundred Seventy Dollars ($11,270.00), the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and transfer to the CITY OF HUNTINGTON BEACH ("Buyer") its successors and assigns, the following described personal property: Those certain fixtures and equipment more particularly described in Schedule 111" attached hereto. SELLER IS SELLING THE HEREIN DESCRIBED PROPERTY ON AN "AS IS, WHERE IS" BASIS AND SELLER DOES NOT WARRANT THAT THE PROPERTY IS OF MERCHANTABLE QUALITY NOR THAT IT CAN BE USED FOR ANY PARTICULAR PURPOSE BY BUYER. This Bill of Sale shall be effective as to the transfer of all property listed herein as of the date of the Close of Escrow for Escrow No. between Buyer and Seller. IN WITNESS WHEREOF, this Bill of Sale is executed on the day and year set forth below. Date: SOUTHERN CALIFORNIA GAS COMPANY By• Title: EXHIBIT "C" FORM 1299-D (7-78) SUPPLEMENT COMMITMENT (CALIF.) FIRST AMERICAN TITLE INSURANCE COMPANY 114 EAST FIFTH STREET, (P.O. BOX 267) SANTA ANA, CALIFORNIA 92702 (714) 558-3211 JANUARY 24, 1989 FIRST AMERICAN TITLE INSURANCE 114 E. FIFTH STREET SANTA ANA, CA 90702 ATTN: DARLENE LONGORIA YOUR NO. 1512154 DL OUR NO. 1497396 DATED DAAS' OF JANUARY 13, 1989 AT 7:30 A.M. GERALD - TITLE OFFICER SUPPLEMENTAL COMMITMENT ANY SUPPLEMENTS THE ABOVE NUMBERED COMM HEREBY MODIFIEDIAND/OR SUPPLEMENTED NG OIN AMENDMENTS THERETO) I ORDER TO REFLECT THE FOLLOWINGINADDITIENAL AS FOLLOWS: ITEMS ELATING TO THE ISSUANCE OF A POLICY OF TITLE WE HEREBY AMEND SAID COMMITMENT AS FOLLOWS: ITEM #8 IS HEREBY DELETED. PAGE 1 EXHIBIT "C" F �9 ALTA PLAIN LANGUAGE COMMITMENT DEVIN L. BAKER - TITLE OFFICER RE: 024-143-08 SCHEDULE A 1. COMMITMENT DATE: JULY 13, 1988 AT 7:30 A.M. OR-1497396 2. POLICY OR POLICIES TO BE ISSUED: POLICY AMOUNT (A) OWNERS POLICY: ALTA (STANDARD COVERAGE) $(TO BE DETERMINED) PROPOSED INSURED: (TO BE DETERMINED). (B) LOAN POLICY: PROPOSED INSURED: 3. (a) THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN THIS COMMITMENT IS: A FEE. 3. (b) TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: SOUTHERN COUNTIES GAS COMPANY OF CALIFORNIA, A CORPORATION. 4. THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PAGE 2 ` 5 ,�', •�, M E R� c r- OR-1497396 ALTA PLAIN LANGUAGE COMMITMENT LOTS 11 AND 13 IN BLOCK 304 OF "HUNTINGTON BE AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. PAGE 3 • ,,�•pr;ER�C • = OR-1497396 ALTA PLAIN LANGUAGE COMMITMENT SCHEDULE B - SECTION 1 REQUIREMENTS THE FOLLOWING REQUIREMENTS MUST BE MET: (A) PAY THE AGREED A -MOUNTS FOR THE INTEREST IN THE LAND AND/OR THE MORTGAGE TO BE INSURED. (B) PAY US THE PREMIUMS, FEES AND CHARGES FOR THE POLICY. (C) DOCUMENTS SATISFACTORY TO US CREATING THE INTEREST IN THE LAND AND/OR THE MORTGAGE TO BE INSURED MUST BE SIGNED, DELIVERED AND RECORDED. (D) YOU MUST TELL US IN WRITING THE NAME OF ANYONE NOT REFERRED TO IN THIS COMMITMENT WHO WILL GET AN INTEREST IN THE LAND OR WHO WILL MAKE A LOAN ON THE LAND. WE MAY THEN MAKE ADDITIONAL REQUIREMENTS OR EXCEPTIONS. (E) RELEASE(S) OR RECONVEYANCE(S) OF ITEMS) (F) OTHER - (G) YOU MUST GIVE US THE FOLLOWING INFORMATION: X 1. ANY OFF RECORD LEASES, SURVEYS, ETC. X 2. STATEMENT(S) OF IDENTITY, ALL PARTIES. 3. OTHER - PAGE 4 . ,.c •.t .:A, kt E R f • ;P5 C9 ALTA PLAIN LANGUAGE COMMITMENT SCHEDULE B - SECTION 2 EXCEPTIONS OR-1497396 ANY POLICY WE ISSUE WILL HAVE THE FOLLOWING EXCEPTIONS UNLESS THEY ARE TAKEN CARE OF TO OUR SATISFACTION. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF THE POLICY OR POLICIES ARE SET FORTH IN EXHIBIT A ATTACHED. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS COMMITMENT. 1. TAXES, BONDS AND ASSESSMENTS NOT EXAMINED. 2. THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE. 3. COVENANTS, CONDITIONS AND RESTRICTIONS -IN AN INSTRUMENT RECORDED IN BOOK 113, PAGE 32 OF DEEDS, BUT DELETING RESTRICTIONS, IF ANY, BASED ON RACE, COLOR, RELIGION OR NATIONAL ORIGIN. 4. AN AGREEMENT DATED OCTOBER 16, 1923, EXECUTED BY S. M. WHITFIELD AND OTHERS, AS FIRST PARTIES, AND FRANK A. GLOCKNER AND WIFE, AS SECOND PARTIES, RELATING TO THE ERECTION AND MAINTENANCE OF A PARTY WALL ALONG THE SOUTHWESTERLY LINE OF LOT 11, RECORDED NOVEMBER 8, 1923 IN BOOK 496, PAGE 238 OF DEEDS, TO WHICH RECORD REFERENCE IS HEREBY MADE FOR ALL OF THE PARTICULARS THEREOF. 5. A COMMUNITY OIL AND GAS LEASE EXECUTED BY SOUTHERN COUNTIES GAS COMPANY OF CALIFORNIA, A CORPORATION, AS LESSOR, AND BY JOSEPH R. NEAVES, JR., DOING BUSINESS AS NEAVES PETROLEUM DEVELOPMENTS, AS LESSEE, RECORDED MAY 11, 1955 IN BOOK 3063, PAGE 573 OF OFFICIAL RECORDS, TO WHICH RECORD REFERENCE IS MADE FOR FULL PARTICULARS. NOTE: VARIOUS INSTRUMENTS APPEAR OF RECORD AFFECTING OR PURPORTING TO AFFECT THE INTEREST OF THE LESSORS AND LESSEES UNDER SAID LEASE, BUT THIS REPORT DOES NOT COVER AN EXAMINATION OF OR INSURANCE AS TO THE EFFECT THEREOF, OR THE PRESENT OWNERSHIP OR CONDITIONS OF SAID LEASEHOLD. 6. A SUBSURFACE COMMUNITY OIL AND GAS LEASE, EXECUTED BY SOUTHERN CALIFORNIA GAS COMPANY, A CALIFORNIA CORPORATION SUCCESSOR IN INTEREST TO SOUTHERN COUNTIES GAS COMPANY OF CALIFORNIA, AS LESSOR, AND R. K. SUMMY, INC., A CORPORATION, AS LESSEE, RECORDED MARCH 4, 1982 AS INSTRUMENT NO. 82-075055 OF OFFICIAL RECORDS, COVERING SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, WITHOUT THE RIGHT OF SURFACE ENTRY ABOVE SAID DEPTH, FOR THE PERIOD PAGE 5 k MERE ALTA PLAIN OR-1497396 LANGUAGE COMMITMENT AND UPON THE TERMS, COVENANTS AND CONDITIONS THEREIN PROVIDED,. REFERENCE BEING MADE TO THE RECORD THEREOF FOR FULL PARTICULARS. NOTE: VARIOUS INSTRUMENTS APPEAR OF RECORD AFFECTING OR PURPORTING TO AFFECT THE INTEREST OF THE LESSORS AND LESSEES UNDER SAID LEASE, BUT THIS REPORT DOES NOT COVER AN EXAMINATION OF OR INSURANCE AS TO THE EFFECT THEREOF, OR THE PRESENT OWNERSHIP OR CONDITIONS OF SAID LEASEHOLD. 7. A NOTICE OF HAZARD CLASSIFICATION EXECUTED BY THE CITY OF HUNTINGTON BEACH, SPECIFYING THAT ALL BUILDINGS CLASSIFIED AS EXCESSIVE HAZARDS, SHALL BE IMPROVED OR REMOVED WITHIN ONE (1) YEAR AFTER THE DATE OF CERTIFICATION OF THE CITY'S LOCAL COASTAL PLAN RECORDED NOVEMBER 9, 1982 AS INSTRUMENT NO. 82-394366 OF OFFICIAL RECORDS. 8. AN ABSTRACT OF JUDGMENT FOR $272,000.00, AND ANY OTHER AMOUNTS DUE THEREUNDER, RECORDED OCTOBER 10, 1986 AS INSTRUMENT NO. 86-479133 OF OFFICIAL RECORDS. DEBTOR: SOUTHERN CALIFORNIA GAS COMPANY; SOUTHERN CALIFORNIA SOLAR FINANCING CO. CREDITOR: SOLEDAD BRUNN. CASE NO. 40-21-45 IN THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF ORANGE. 9. ENCLOSED HEREWITH IS OUR STATEMENT OF CHARGES FOR THIS COMMITMENT. ANY REFERENCE HEREIN FOR A POLICY OF TITLE INSURANCE IS HEREBY CANCELLED. LM PLATS (CC&R'S, IF ANY) ENCLOSED. NOTE: ACCORDING TO THE PUBLIC RECORDS, THERE HAVE BEEN NO DEEDS CONVEYING THE PROPERTY IN THIS REPORT WITHIN A PERIOD OF SIX MONTHS PRIOR TO THE DATE OF THIS REPORT, EXCEPT AS FOLLOWS: NONE. PAGE 6 SOUTHERN CALIFORNIA GAS COMPANY RESOLUTION RESOLVED, that Dabra L, Reed be elected Vice President, effective Auguat 1, 1988, to serve as such until further action by this Board of Directors. I HEREBY CERTIFY that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of Southern California Gas Company, a Rea corporation, at a %� gular 1,4eeting duly called and held on the 20th day of July 1988, at which meeting a cjliorvm was prosent and acted on said matter; that said reeolution. is in full force and effect on this date; and that said resolution is spread In full on the Minutes of said Corporation. Stec tary Dated: March 31, 1989 0 0 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK April 10, 1989 Southern California Gas Company P. 0. Box 3249 Terminal Annex Los Angeles, CA 90051 CALIFORNIA 92648 The City Council of the City of Huntington Beach at the regular meeting held Monday, March 20, 1989, approved agreement for sale of real property between the City of Huntington Beach and Southern California Gas Company, AP #024-143-08. Enclosed is an executed copy of the agreement for your records. Connie Brockway City Clerk CB:bt Enc. ( Telephone: 714-536-5227 )