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HomeMy WebLinkAboutMr./Mrs. James E. Koller & Dr. Lauro Gaurano - 1991-07-29F CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION "UNTIWOON MAC" To Steve Kohler From Connie Brockway Redevelopment City Clerk Subject Date Purchase Sale August 20. 1991 Agreement — Koller/Guarano Transmitted is the original of the above agreement. Jhg Clerk's Office will reguireame when escrow is_cRpleted as Page wtll ba com 1 City oHuntington Huntiton Beach 2000 MAIN STREET CALIFORNIA 92643 DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Oirector 536-5582 Economic Development 530-5542 August 26, 1991 Mr. Barry A. Ross 4010 Barranca Parkway Irvine, Ca 92714-4711 Dear Mr. Ross: RE: 302 and 314 5th Street and 303 Main Street in Huntington Beach -- Escrow #1582596-DL Escrow for the above captioned properties was opened on August 26, 1991. Please note the escrcw number listed above. The $10,000 deposit was also placed into this escrow account. The escrow officer is Darlene Longoria of First American Title Insurance Company, (714) 558-7023 ext. 7289, address: Darlene Longoria Escrow Officer First American Title Insurance Company 114 East Fifth Street Santa Ana, California 92701 Please let me know if I can be of further assistance. sincerely, Carol A. Runzel Development Specialist xc: Barbara A. Kaiser, Director of Economic Development Stephen Kohler, Project Manager Sarah Lazarus, Deputy City Attorney Connie Brockway, City Clerk Tom Clark, Special Agency Counsel 1 REQUEST FCk( REDEVELOPMENT. GENCY ACTION RH 91-50 July 29, 1991 Date IL Honorable Chairman and Redevelopment Agency Members =.fig 1024 Submitted to, Michael T. Uberuaga, Chief Executive Officer#frL) Submitted by: cI 'y Cl-"-Puc Barbara A. Kaiser, Deputy City Ad minis trator/EconoPi jc1D evelopment Prepared by: APPROVAL OF PURCHASE CONTRACT KOLLER/GAURANO PROPERTIES, Subject: THIRD BLOCK WEST, MAIN —PIER REDEVELOPMENT PROJECT Consistent with Council Policy? N Yes [ 1 New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: ;1ATEMEN'LOF jSSUE: On July 1, 1991 the Redevelopment Agency authorized staff to prepare a purchase contract for real property owned by Mr. & Mrs. James E. Koller and Dr. Lauro Gaurano located within the Third Block West Project site of the Main -Pier Redevelopment Project area at prices, a portion of which, is to be considered settlement of the pending lawsuit Koller vs. The Redevelopment Agency et al. y"K01=14acWK ►E Approve the attached purchase agreement between the Redevelopment Agency and Mr. and Mrs. James E. Koller and Dr. Lauro Gaurano (302 Fifth Street and 303 Main Street) at a price of $1,850,000 and between the Redevelopment Agency and Mr. & Mrs. James E. Koller for the acquisition of real property (314 Fifth Street) at a' purchase price of $500,000 and to authorize the opening of escrow between the parties. J+,NALYSIS: At a closed session of the Redevelopment Agency held on May 28, 1991 the Agency members provided final direction to Agency staff for the negotiation of the acquisition of the subject property owned by Mr, & Mrs. James E. Koller and Dr, Laura Gaurano (302 Fifth Street, 303 Main Street, and 314 Fifth Street). These are the last remaining privately owned parcels within the block bounded by Main Street, Olive Avenue, Fifth Street and Orange Avenue and which constitute the site of the Third Block West Project within the Main -Pier Redevelopment Project area. Pursuant to the Agency's direction, staff negotiated an agreement with the private property owners for the acquisition of the parcels and the terms and conditions of these acquisitions was presented to the Redevelopment Agency on July 1, 1991. At the conclusion of the discussion, the Agency members approved acquisition of the subject parcels under the terms and conditions put forth by the seller's attorney and directed staff to prepare a purchase agreement for the parcels. Pursuant to this direction attached is this purchase agreement. Pro/1/85 W RAA RH 91-50 July 29, 1991 Page two IMI)ING SOURCE: The developer has agreed to advance the funds necessary to close escrow on these properties and opening of escrow is contingent upon written confirmation of this offer by the developer. ALTERNATLVES: 1. Do not approve the attached Purchase Agreement. This will pre-empt acquisition of the last privately owned parcels within the Third BIock West Project site. MAAC iHMEN1 : 1. Purchase Agreement I ITU/BAK/SVK:jar 92$0r V � H �114 CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION r+u.imGION BEACH Connie Brockway Carol A. Runzel To Connie Clerk From Development Specialist Subject purchase Agreement Distribution Date August 28, 1991 Copies of the fully executed Purchase Agreement for properties 302 and 314 5th Street and 303 Main Street in Huntington Beach (Escrow 11582596-DL) has been distributed to the parties listed below. All are also hereby informed that the City Clerk office is in possession of the! original document. xc. Barry A. Ross Sarah Lazarus John Newcomb John Tillotson Tom Clark 1flJ� 4 CITY OF HUNTIPiGTON BEACH INTER -DEPARTMENT COMMUNICATION MuwT1tiGT0N FEACH To CONNIE BROCKWAY From ART FOLGER City Clerk Deputy City Attorney Subject License Agreement Date October 4, 1991 Redevelopment Agency and Koller/Guarano .The inclusion of the Newcomb -Tillotson name as a party to the above referenced agreement was in error. Thus, no signature of a representative of Newcomb -Tillotson was requested. Thank you for the careful attention you give to this and other City matters. _ V ARTHUR J. FOLGER Deputy City Attorney AFJ:SL:k Gail Hutton, City Attorney License Agreement Between Agency/Koller/Guarano Exhibit "C" to Purchase Agreement Connie Brockway, 0 fi City Clerk September 23, 1991 The attached Purchase/Sale Agreement was approved by the Agency on 7/29/91 and when approved by the Agency the License Agreement was attached as Exhibit "C". The License Agreement has been executed by Koller & Guarano however Agency staff has informed this office that Newcombe Tillotson will not execute the agreement on advice by their counsel. The City Clerk's Office has been requested to execute the Agreement on behalf of the Agency and cannot do so until executed by all parties. Also, the License Agreement was not attached to the Purchase/Sale agreement when presented to escrow. Please provide the Agency Staff with advice on this matter. I will hold this agreement in pending until it can be executed. xc: Barbara Kaiser, Director of Economic Development Mike Uberuaga, City Administrator PURCHASE AND !SALE AGREEMENT between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH as Buyer and JAMES and JOAN KOLLER and LAURO GUARANO as sellers Of Property Located at 302 and 314 5th Street and 303 Main Street in Huntington Beach, California PURCHASE SALE AGREEMENT TO! TITLE INSURANCE COMPANY ("Escrow Holder") Escrow No, ("Escrow") Escrow officer: Date of Opening of Escrow; THIS PURCHASE SALE AGREEMENT ("Agreement") is made this day of Ssi Lj 1991, by and between the REDEVELOPMENT AGENCY OF THE CITE' OF IIUNTINGTON BEACH, a public, corporate instrumentality of the State of California ("Buyer") and James and Joan Koller, husband and wife, and Lauro Guarano ("Seller"). RECIIALfi A. Seller is the owner of that certain real property located in the City of Huntington Beach, County of Orange, State of California commonly known as 302 and 314 Fifth Street and 303 Main Street, more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Land"), together with the improvements located on the Land (the "Improvements"). The Land, together with the improvements# are hereinafter collectively referred to as the "Property". - I - B. Buyer desires to purchase, and Seller desires to sell., the property subject to the terns and provisions contained herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein and in the other documents referred to herein relating to the purchase and sale of the Property, and other valuable consideration, the receipt o=' which are hereby acknowledged, Buyer and Seiler agree: 1. gurchaee and sale. Within ninety (90) days of the opening of escrow, as defined below, Buyer, or its designee, shall conduct inspections of the property for the purposes of determining the extent of hazardous material on, under, in or about, the property. If the total costs of removal of hazardous material is estimated by Buyer to exceed twenty-five thousand dollars ($25,000.00), Buyer has the right to cancel this agreement. Notice of Buyer's intent to cancel shall bo delivered to Seller not later than 90 days after the opening of escrow. Upon all other terms and conditions contained herein, Buyer hereby agrees to purchase the Property from Seller and Seller agrees to sell the Property to Buyer. The sale is under imminent threat of eminent domain. Buyer will instruct its attorneys to initiate an eminent, domain action if the sale is not completed. The sale will fully settle all claims and controversies existing between buyer and seller to the end that no further claims or legal acticns may or can arise with respect to 1t- t:4I _—MY-01-Huntington_ftachxat._al• , Orange County Superior Court Case No. 65 41 74 and the case shall be dismissed, with prejudice, as soon as is practicable - 2 - • concurrent with close of escrow. In order to implement this provision, Seller shall provide Escrow Holder with a signed Request for Dismissal of said case ninety one (91) days after the opening of escrow, provided that Buyer has not executed the intent to cancel notice as set forth in this paragraph. upon close of escrois, Recrow Holder shall filo the original Request for Dismissal with the Clerk of the orange County Superior Court. If escrow is cancelled by either party hereto, the Escrow Holder shall return the original Request for Dismissal to the Seller. All parties to said litigation agree to refrain from initiating any litigation activity, preserve the status quo and continue any court hearings during the escrow period. 2. EUrchnse price. The purchase price (the "Purchase Price") for the Property shall be as reflected in Exhibit "B" attached hereto and incorporated herein by this reference. Seller and Buyer intend and agree that the Purchase Price to be paid by Buyer to Seller hereunder includes compensation for the Land and Improvements, and all other interests of whatever kind and nature which exist or may arise out of the Buyer's acquisition of the Property for redevelopment or any other purposex provided that seller shell, have the right to remove, prior to close of escrow, all furnishings, fixtures and equipment. 3. Payment of PurghetC__W=. The Purchase Price shall be paid as follows: (a) Buyer shall deliver to Escrow holder, upon the opening of Escrow, in immediately available federal funds in the form of cash or a certified check, the sum of Ten Thousand ($I0,000) Dollars ("Buyer's Deposit). - 3 - 4 i V (b) Buyer shall deliver to Escrow Holder, at the close of Escrow, in immediately available federal funds in the form of cash or a certified check, the sum of Two Million Three Hundred Forty Thousand Dollars ($2,340,000). 4. Kazr.Qyr. References in this Agreement to the "Opening of Escrow" shall mean the date upon which a copy of this Agreement, signed by both parties, is deposited with Escrow Holder. The Opening of Escrow shall occur within ten (10) days of Agency approval of this Agreement, provided that Buyer and Seller may mutually agree to extend the time period for opening of Escrow. Escrow Holder will notify both parties when Escrow has opened. By such deposit, Escrow Holder in hereby authorized and instructed to act in accordance with the provisions of this Agreement. Buyer and Seller shall each deposit such other instruments as are reasonably necessary to close Escrow and complete the sale and purchase of the Property in accordance with the terms of this Agreement. The rights and obligations of each party net forth in this Agreement and agreed to be undertaken by each party are made in and under the terms of this Agreement independent of Escrow. If any requirements relating to the duty of the Escrow Holder under this Agreement are not reasonably acceptable to the Escrow Holder, or if Escrow Holder determines that it requires additional instructions in order to perform its duties hereunder, the parties agree to make such deletions, substitutions and additions to these escrow instructions as may be mutually agreed upon by the parties provided such deletions, - 4 - s substitutions and additions do not substantially change the Agreement or its intent. 5. CIoae,Q f—Kscrold. Escrow shall close within one hundred eighty (180) days of the opening of Escrow ("Scheduled Closing Date"), provided that Buyer and Seller may mutually agree to extend the time period for the Close of Escrow. For purpose of this Agreement, the "Close of Escrow" shall mean the date Seller's Grant Deed, as defined herein, is filed for recordation with the Recorder of Orange County, California, If Escrow should fail to close because of the failure of Buyer to comply with its obligations under this Agreement, the costa of Escrow to the date Escrow is terminated shall be paid by Buyer. If Escrow should fail to close because of the failure of Seller to comply with its obligations under this Agreement, the costa of Escrow to the date Escrow is terminated shall be paid by Seller. If Escrow should fell to close for any other reason, the costs of Escrow and of terminating the Escrow shall be paid by the Buyer. .. !• . .�. (a) ELQrvitions. Escrow Holder shall prorate the real property taxes affecting the Property between Seller and Buyer as of the Close of Escrow based upon the latest available tax bill. The parties agree that if such prorations are inaccurate due to the fact that the latest available tax bill does not represent the taxes actually assessed, the parties will, as soon as tax bills actually covering the period during which the 5 - Close of Escrow takes place are available, make such further adjustments outside of Escrow as may be appropriate. ,. . Buyer shall pay the following costs: {i} The cost of documentary transfer taxes (if any) on the Grant deed; The cost of a premium for a California Land Title Association Standard Policy of title insurance insuring the Property in the amount of the Purchase Price; and (iii) lees for recording the Grant Deed; (iv) gees for recording and filing all documents required by this Agreement other than the Grant Deed; (v} The costa of any extended coverage, American Land Title Association Standard Policy (ALTA) coverages or other title policy in excess of the premium for the standard coverage policy described in Section 6(b)(1i) is to be provided by Seller, including any land survey costs; and (vi) The Escrow Holder's fee and any Incidental or related costs. obligation of Buyer to complete the purchase and sale of the Froperty is subject to satisfaction of the conditions set forth below at or prior to the Closing Date: - 6 - e (a) Boller shall deliver through escrow (i) an executed and recordable grant dead sufficient to convey title to Buyer (the "Grant Deed"), Subject only to the matters described in Section 7(c), below, and (ii) all other documents referenced in Section 12 below. (b) Seller is not in default in any of its obligations under the terms of this Agreement, and all of Seller's representations end warranties contained herein shall be true and correct in all respects. (c) Escrow Holder has committed to deliver to Buyer an extended coverage CLTA owner's Policy of Title Insurance dated as of the Close of Escrow, insuring Buyer in an amount equel to the Purchase Price, and showing title to the Land vested in buyer subject only to: (i) Current real property taxasi and all unpaid general and apeeiel bonds or anseaamentsl (ii) The printed exceptions contained in said title insurance policyl All exceptions shown in the preliminary title report prepared by Escrow Holder and delivered to Buyer, unless Buyer reasonably objects to any such exception(s) within ten (10) days of delivery of such report to Buyer, in which case Seller shall either remove such exception(s) prior to the close of escrow or terminate this ercrow upon ten (10) days written notice to Buyer; end 7 (iv) Any matter suffered, approved or created by Buyer. (d) Seller shall permit Buyer to conduct inspections for haEardous materials, as set forth in the license agreement, attached hereto as Exhibit C. 8. s,ilel's Conditia pry ent to Closing. The obligation of Seller to complete the purchase and sale of the Property is subject to the satisfaction of the conditions set forth below at or prior to Close of Escrow. (a) Buyer is not in default in any of its obligations under the terms of this Agreement, and all Buyer's repreeentations and warranties contained herein shall be true and correct in all respects. (b) Buyer shall have deposited with Escrow Holder Immediately available funds in an amount sufficient to cover Buyer's Deposit and Buyer's share of prorations and costa described herein. (c) Each of the documents listed in Section 11(b) below shall have been executed by Buyer and delivered to Escrow Holder. 9. ReprelLeAt_ tenons. Buyer hereby snakes the following representation$ and warranties to Seller, each of which (i) is material and relied upon by Seller, (ii) is true in all respects as of the date hereof and an of the Close of Escrow and (iii) shall survive the Close of Escrow and delivery of the Grant Deed. Buyer has the full power and authority to enter into Y %6Wf this Agreement and the transactions contemplated herein without obtaining the consent or approval of any other person, entity or governmental authority. 10. Seller'u Reprosentetim__pn q_rrjLntW. Seller hereby makes the following representations and warranties to Buyer, each of which (i) is material and relied upon by Buyer, (ii) is true in all respects as of the data hereof and as of the Closo of Escrow and (iii) shall survive the Close of Escrow and delivery of the Grant Deed; (a) Seller has the full power and authority to enter Into this Agreement and the transactions contemplated herein without obtaining the consent or approval of any other person, entity or governmental authority. (b) Seller is in good standing under the laws of the State of California, and Seller has the fall right, power and authority to hold title to the Property, enter into and carry out the transactions contemplated by this Agreement. (c) This Agreement and all instruments delivered in connection with this Agreement are valid, binding and legally enforceable obligations of Seller. (d) The entering into of this Agreement and the Carrying out of the transactions contemplated hereby do not, and will not constitute a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any agreement to which Seller is a party. (e) There are no material actions or proceedings - 9 - N.) N pending, or to the best of Seller's knowledge, threatened, against Seller or the Property. (f) Other than this Agreement and any other documents entered into in connection with this Agreement (collectively the "disclosed documents"), there are no other contracts affecting the property. Seller shall indemnify and hold Buyer harmless from any liability, loss or damage resulting from any contract, other than the uisclopad documents, affecting the Property as of the Close of Escrow. This paragraph does not apply to the month to month rented agreements between Seller and Seller's tenants. Buyer shall indemnify and hold Seller harmless for any liability, loss or damage resulting from any claim by Seller's tenants for relocation assistance or benefits, pursuant to Government Code Sections 7260, et seq. (g) Seller permits Buyer to inspect property for hazardous materials, as not forth in the license agreement, attached as Exhibit C hereto. 0 -T-11-OT--I :. . ._ . (a) Prior to Close of Escrow, Seller shall deliver the following documents to Escrow Eolder: (i) The Grant Deed, originally executed and acknowledged; (ii) Such funds and documents as are necessary to comply with Seller's obligations under this _a0_ Agreement, or if not delivered, Escrow Holder is authorized to use Sellers proceeds from the dale in Escrow Holder'er possession to pay such obligations. (b) Prior to the Close of Eecrowr Buyer shall deposit with escrow the following: (i) The sum of Two Million, Three Hundred Fifty Thousand Dollars ($2,330,004) in immediately available funds as referenced in Section 3 above; (ii) Such other funds and documents as are necessary to comply with Buyer's obligations under this Agreement. (iii) Letter to Seller stating purchase is made under imminent threat of eminent domain. 12• At such time as (i) the conditions precedent to Close of Escrow have been satisfied or waived, (ii) Escrow Holder is prepared to issue the title policy described in Section 13 below, and (iii) Escrow Holder has received the documents and funds specified in Section 11, above, Escrow bolder shall: (a) record the grant deed in the Office of the County Recorder of Orange County, California; (b) deliver to Seller funds in an amount which represents the purchase price of !$2,350,000. less proration of taxes and any existing encuiimbrences. (c) deliver to Buyer the Non -Foreign Transferor Declarations �O1 13. �it1e InsurgnCa�91 cY� At Memo of escrow, Escrow HOW she!! issue to Buyer a CLTA Standard roliey of Title insurance (the "Buyer's Title eolicy") in thn amount equal to the Purchase Price showino fee simple LAW vested in Buyer, subJect only to those exceptions described in Beotion 7(c) above. 14. 6 yiyADII.I.Q. All covenants of Byer or Seller which are exprossly intended hereunder to be performed in whole or in pert after the Close of Escrow, and ell representations, warranties and indemnities by either party to the other, shall survive the Close of Escrow and be binding upon -and inure to the benefit of the respective parties hereto and their respective heirs, successors and permitted assigns. Any agreements, understandings, warranties or representations not expressly contained herein shall in no way bind either seller or Buyer. Seller and Buyer each expressly Passives any right of rescission and ell claims for damages by reason of any statement, representation, warranty, promise and/or agreement, If any, not contained in or attached to this 1greement:. 15. ON GNeither the seller nor the Buyer shell be liable for any real estate commissions or brokerage fees which may arise herefrom. The Seller and the Buyer each represents that it has not engaged any broker, agent or finder in connection with this transaction, and each agrees to defend, Indemnify and hold harmless the other partien from and against any claim with respect to Such commissions based upon the acts of such party. 16. 11mlyer. Cona�n.t__anc�..REmad�a• tech provision of this Agreement to be pertormeO by Buyer anO Seller gbn1l be deemed both a covenant and a condition and shall he a maborial consideration for Seller's and Buyer's parformnnuo hereunder, an appropriate, and any breecb thereof by Buyer or Seller shall by deemed a material default hereunder. Each party may specifically And expressly weiva in writing any parLion of this Agreement or any breech thereof, but no such waiver shall Constitute a further or continuing waiver of n preceding or succeeding breach of the some or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any not by the other for which such consent was required shell not be deemed to imply consent or waiver of the necessity of obtaining such consent for the some or any similar acts in the Cuture. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shell be cumulative and no one of them shall be exclusive of any other. Except an otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may soak damages or specific performance in the event of the other party'n breech hereunder, or may pursue any other temnly nt law or egulto whether or not stated in this Agreement. 17. V&nILIA entielity. Buyer agrees to use their best efforts to maintain confidential the existence anti terms of this Agreement until the agenda is circulated for the Agency meeting fat which thin Agreement is considered. is. &Ltp tftey-n, F_etQa. In them event of any declaratory or other legal or equitable action, instituLptl between seller, Buyer end/or Escrow Holder in connection with this Agreement then as between Buyer and seller, the prevailing party shell be entitled to recover from the losing party all of its costs and expenses, including court costs and reasonable attorneys, fees. 19. §. Any notice, request, demand, consent, approval or other communication required or permitted hereunder or by law shell be validly given or made only if in writing and delivered in person to an offienr or duly authorized representative of the other party or deposited in the United Ststes mail, duly certified of registered (return receipt requested), postage prepaid, and addressed to tho party for whom intended, as follows If to Seller; .loan and James P. Roller Lauro L. GuPrahn c/o Perry A. Ross 4010 Berrance Farkwny Suitn 140 Irvine, CA 92714 If to Buyer! Redevelopment Agency of Elie City of Huntington Beach 2000 Mein Street, P.O. Box 190 Iluntington Beach, CA 92648 Attention! Michael UbArungn, E=ectiftivn Director Any party may from time to time, by written notice to the other, designate a dirterent address which shall be substituted for that specified above. If Any notice or other document is sent by mail as'aforeeaid, the >Rrame shall be deemed fully delivered and received forty-eight (48) hours after mailing as provided above. 20. Si!!Xt$lLL..DI1c1�li[9�• in this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plurgl ehal.l be deemed to Include one another, as. appropriate. 21. Gntliv Agt_eement. This Agreement and its exhibits constitute the entire agreement between the parties hereto pertaining to the subjoct matter Woof, and the final, complete and exclusive expression of the teams and conditions thereof. All prior agreements, representations, negotiations and understanding of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 22. V.LosJ=. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 23. Goydrning-LaLw. Thin Agrr-nment Arid the exhibitA attached hereto have been negotiated And executed in the State of Californ;a and shall be governed by and construed under the laws of the State of California. 24. invalidity If any prevision of this Agreement ae applied to elthec petty or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the some r.hall in no way affect (to the maximum extent permissible by last) any other provision of this Agreement, the application of any such provision under Circumstances different from those adjudicated by the court, or the validity of enforceability of this Agreement as a whole. 23. AMendmenlj. Vo addition to or modification of any provision contained in this Agreement shall be affective unless fully set forth in writing and executed by both Buyer and Seller. 26. CoUnterpal1j. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the some instrument. 27. tjaiver o,L_RjgAt_tq Jjurlheir PA ticination—in_ RecevelQpOfflit Ploject. Upoli Close of Escrow, and thereafter, 8ellar, its successors and assigns expressly waive'any right to VArtiripate in any redevelopment efforts of Buyer which may arise under this Agreement lii which affect this ro ert , 2.8. ganfilfil`ProviaLM-A_oR Ale to EsM-W. (a) All disbursements shall be made by cheek of the Escrow Agent. All funds received in this escrow shall be deposited in one or more general escrow accounts with any bank doing business in the State of California and may be transferred to any other general eacrooi account or accounts. R@cordation of any instruments delivered through Lhis eacrtuw, if necessary or proper in the issuance of the Buyer's Title policy in hnrnhy n+ HiOrirnci. (b) The parties to this escrow jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection..with, or arising out of this Escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow Agent. In the event Escrow Agent files a suit in interpleader, it shall be fully rele8sed and discharged from all obligations imposed in this Escrow. (c) 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. IN WITNESS WHEREOF, Seller and Buyer have signed this Agreement on the respective dates set forth below. SELLER: James Koller Date BUYER: REDEVELOPMENT AGENCY OF T CIOTY O HUNTINGTON BEACH Chairman Date Joan Koller Date Agency %Sp al Counsel Date Lauro Gu-arano Date APPROVED AS TO FORM: Agency C1erY;— Date Agency Attorney D at e REVY EWED A -ND APPROVED: Executive Dire or Da e INITIATED AND APPROVED: n a Ck/y—L-,, Director of Economic Date Development - 17 - MA (b) The parties to this escrow jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with, or arising out of this Escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow Agent. In the event Escrow Agent files a suit in interpleader, it, shall be fully released and discharged from all obligations imposed in this Escrow. (c) All 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. IN WITNESS WHEREOF, Seller and Buyer have signed this Agreement on the respective dates set forth below. SELLER: James Koller Date J �nKAr Date Lauro Guar4no r,� - Date Age ck Clerk,- �- mate EVIEWkD -AND . PVROVE0: y r l Executive Direc r e BUYER: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairman Date APPROVED TO /TORM V Agency Spec al Counsel Date APPROVED A5 TO FORM: Gp%L �a ►� y Agency Attorney `�i•1$•�1 Dat INITIATED AND APPROVED: Director of Economic D to e Development 0 - (b) The parties to this escrow jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with, or arising out of this Escrow, including, but without limiting the generality of the foregoing, a suit in interpleeder brought by the Escrow Agent. In the event Escrow Agent files a suit in interpleader, it shall be fully released and discharged from all obligations imposed in this Escrow. (c) All proration5 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. IN WITNESS WHEREOF, Seller and Buyer have signed this Agreement on the respective dates set forth below. SELLER: James Koller Date BUYERS REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairman w bate A PRO �D A5 M Zaa,n—K er Date S-13 5 ' �L=��/ A envy Special Co n el Date Lau 6_ Gua no , Dateafc��/!J� ATT:' - ; . =, ^•. 'ram 1712 Ag6ncy=Clei-k Date A =ram REVIEWED .A9D.-iPP_ROVED: Axecut a Direc r D e APPROVED AS TO FORM: Agency Attorney Dat INITIATED AND APPROVED: Director of Economic Date Development - 17 - i�!lG-08-15'?1 10:45 FROM BARRY A. ROSS TO '31206-377r-ME-26 P.02 including reasonable attorneys' fees, suffer©d or incurred by the Escrow Agent In connection with, or Arising out of this Escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by the Escrow Agent. In the event Escrow Agent files a suit in interpleader, it shall be fully released and discharged from all obligations imposed in this Escrow. (c) All 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. IN WITNESS WHEREOF, Seller and Buyer have signed this Agreement on the respective dates not forth below. SELLER; <9 aa-- 'PlSI J as Koller Date Joan Koller Date Lauro Quarano Date ATTEST: l AgMICy -Clefk : :D to MIS_ 'EA At D APPROVED: s q/ Kzecutiva -Dire or D to BUYER: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH Chairman Date APPROVED AS TO FORM: (�-y P'—�o �w r Agency Special Cou el Date APPROVED AS TO FORM; hgerty h tto rney Dat INITIATED AND APPROVED: Director of Economic Date Development M V • EXHIBIT A X 1;NV{R(�,Nrw1;N1:i1, Il.rYNC� A ,VIT IGAVON 171 d r 9171 f" ` i • (714) 476,1814 The gnnerel Scapa of this investigation is outlined as followel A Rovitw taoloric taps of the site viainityi �+ Provid4 physics] and Seeloric do4cription• a the +vita and vicinity[ a Conduct a reconnaissance lovel, aite inspection apd investigation; r Ravie++ historical aerial photographs of the Bite and vicinity; e Review agency rmoords to determine if any Fedoral or State superfund site$ or landfills exist At the site of Vioinity{ a Tximins the area surrounding the aita for potential avurces of ccntatninationi i A Diacuaa the site and vicinity with public ij;aaiea thit oouId potsitly hsve avidencc of current or prior rnvironuentelir threatening activities related to tho site or vicinity; k Prepare a report including our tindinro, oonoluraiona, and racoar<ticnditianr � ' r cx[MBIT A ILUA1. DIUSUB-IriIU - Lots It 3, 2,) 4, 6, 8, 12 and 14 in Block 304 In the Huntington Beach Tract, County of Orange, -as shown In Book 3, Page 36 of Miscellaneous Maps In the office of the Recorder of said county. EXHIBIT "B" Division of Add"am —_AdC.e___ kw=allo 302 5th 8txeet $i,8500000 100I to M/M Koller snd L. .303 Main etraet auareno to be divides an khey $hell jointly instruct the escrow holder. 314 5th Street $500,000 100% M/M Koller O7.-J9-91 E4: i6FIR FFO-11 UP ATTORNEY � 103 . f LICENSE AGREEMENT BY AND BETWEEN THE REDEFELOPMENT AGENCY OF TUE CITY OF intINTINGTON BEACH AND JOAN AND JAMBS E. KOLLER AND LAURO L. GUARANO FOR GEOTECHNICAL INVESTIGATIOP AND TESTING This License Agreement is made and entered into this � 9� — day of j,/ , 1991, by and between the Newcomb/Tillotson Development Company, the Redevelopment Agency of the City of Iuntington Beach (hereinafter collectively referred to as "Agency" or "Licensee"), a California municipal corporation, and Joan and James L. Koller, and Lauro L. Guarano l (hereinafter collectively referred to as "Owners"). WHEREAS, Licensee wishes to perform certain geotechnical investigation and testing, all more specifically described in the attached Exhibit "A" incorporated herein by this reference, on Owners` property located at 302 and 314 5th Street and 303 Main Street in Huntington Beach, California (hereinafter referred to as "the Property"); and owners desire to allow such use of such property, NOW, THEREFORE, it is agreed by and between Agency and Owners as follows: Permission is hereby given by Owners to Agency, its authorized employees, agents and contractors, to enter upon and use the property for the purpose of performing geotechnical and other investigation and testing. - 1 - 0 fe n 07-19-91 04:16111 FEOM C1TV ATTORNEY 2. MN=05 The right of entry on the property is subject to the following terms and conditions: DErJa Licensee hereby agrees to protect, defend, indemnify and hold and save harmless the owners against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, including those arising from any negligence of Owners, but save and except those which arise out of the sole willful misconduct of Owners. Licensee will conduct all defense at its sole cost and expense. Pursuant to California i{abor CQdQ Section 1861, PO4 Licensee acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against . liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall maintain such workers' Compensation Insurance or be self --insured in amounts required by law. Licensee shall require all subcontractors tp.provide _ such Workers' Compensation insurance for all of the subcontractors' employees. - 2 - @7-:19-91 (14:1UH fp6ji CI=" AIIORNEY C. Licensee shall not alter, damage or commit waste upon the property or any improvement, equipment or personal property thereon and shall not interfere in any manner with the operations or activities of Owners. Licensee shall not cause any workmen's or materialmen's liens to be placed upon the Premises and agrees to indemnify and hold Owners htrmlesr against any such liens including but not limited to thebpayment of attorney's fees. D. Licensee shall keep any equipment used or brought onto the property under its absolute and complete control at all times and said equipment shall be used on the Property at the sole risk of Licensee. Licensee shall bring no animals onto the property. E. Licensee agrees that all work done or undertaken by it on the Property shall be for its sole account and not as an agent, servant or contractor for owners and to indemnify and hold owner and the Property harmless from and against all claims or liens of workmen and marerialmon. F. Licensee acknowledges that the permission granted hereunder shall terminate upon completion of the work to be performed hereunder. G. All notices given hereunder shall be effective when personally delivered or if mailed, within 48 hours of the P05 deposit of such notice in the U.S. Mail, prepaid, and certified with return receipt requested and addressed to Licensee or to Owners at the respective addresges shown below. - 3 -- I M OWNERS: Joan and James E. Koller Lauro L. Guarano c/o Barry A. moss 4010 Barrance Parkway Suite 140 Irvine, CA 92714 AGENCY/LICENSEE: Barbara A. Kaiser Deputy City Administrator City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 11. The date of commencement shall be , ��►''� 1991. The completion date shall be owners shall be provided with at least two days advance notice of any entry, including the name, address and telephone number of the person or firm that will be conducting the investigation or testing and a description of the Investigation or testing. All insurance required of consultants shall name Owners, in addition to the City or Redevolopment Aency, as additional insureds. A copy of the certificate of insurance shall be provided to Owners prior to commencement of any work by such consultants. r r M to WitrePtg whereof, the parties hereto have executed this agreement through their authorized officers on the day and year first above written. OWNERS: o n Koller James E. Koller Lauro L.Guerano AGENCY/LICENSEEI Redevelopment Agency of the City of Huntinton Beach NEWCOMB/TILLOTSON DEVELOPMENT COMPANY By its By REVI4UED AND APPROVED: kx,.(14 S Executive Airecto iI 1pk Cca DV • APPROVED AS TO FORM: Agency C6unsa1 d'F� / ,?'17.91 04r,41 - 5 - i� �Ci-08-1991 io:96 FPOr•1 BARRY A. FOSS TO 9120647726-26 P.03 In witness whereof, the parties hereto have executed this agreement through their authorized officers on the day and year first above written. OWNERS: J n Koller es it. Koller AGENCY/LICENSEE: Redevelopment Agency of the City of Huntinton Beach Chairman Lauro L. Guarano NEWCOMB/TILLOTSON DEVELOPMENT COMPANY By Its - By Its ATTEST: Agency Clork REVIEWED AND APPROVED: --.;�• xecutive Director APPROVED AS TO FORM: Agency Counsel - 5 - ;n WitriPR% whereof, the parties hereto have executed this agreement through their authorised officers on the day and year first above written. OWNERS: Joan Koller AGENCY/LICENSEEZ Reaevelopment Agency of the City of liuntinton Beach Wit. i� CCA Dell .�atate—T-� Ko l is [ Lou /I*Ir Guarano NEW ILLOT5otI DEVELOPMENT COMPANY By -- By REJ D AND APPROVED: I. o.6vl� xectitive Directo If Y APPROVED AS TO FORM: Agency couneel ,1-/7-rji Gr�F� -- 5 --