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Agreement for Acquisition and Escrow Instructions for the Pu (18)
Dept.ID ED 13-22 Page 1 of 2 Meeting Date:8/5/2013 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL. ACTION MEETING DATE: 8/5/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Fred A. Wilson, City Manager Janeen Laudenback, Acting Director of Community Services SUBJECT: Approve Agreement for Acquisition and Escrow Instructions for the Purchase of an Encyclopedia Parcel (APN 110-152-22) located on the north side of Ellis Avenue between Edwards and Goldenwest Streets Statement of Issue: City Council is asked to approve an agreement in the amount of $15,000, along with escrow fees not to exceed $1,500, with Shenk Family Trusts for the purchase of an encyclopedia parcel (APN 110-152-22) on the north side of Ellis Avenue between Edwards Street and Goldenwest Street. Financial Impact: Funds not to exceed $16,500 are budgeted in the Park Acquisition and Development Fund Land Purchase Account 20945101.81000. Recommended Action: A) Approve the Agreement for Acquisition and Escrow Instructions; and B) Authorize the Mayor and City Clerk to execute the agreement and other related documents; and, C) Authorize the City Manager to execute any other related escrow documents. Alternative Action(s): Do not approve the Agreement and direct staff accordingly. Analysis: There are 305 encyclopedia parcels in the designated Huntington Central Park area north of Ellis Avenue, between Goldenwest Street and Edwards Street. The City has acquired all but 44 parcels within the last 20 years. The parcels are being acquired as the owners come forward offering to sell to the City or by way of tax sales. Purchases are also made based on availability of City funding for acquisitions through the Park Acquisition and Development Fund. The City Council approved $75,000 of funding for the purchase of Central Park encyclopedia parcels in the FY 2012/13 budget. The City negotiated the purchase price based on previous sale prices and current market values for open space land. The balance of the costs necessary to acquire these parcels, including title and escrow fees, will be covered by funds allocated in the Park Acquisition and Development Fund. Item 14. - 1 xB -334- Dept.ID ED 13-22 Page 2 of 2 Meeting Date:8/5/2013 Staff recommends approval of the proposed purchase agreement in support of the City's goal to have full ownership and control of this section of Central Park. Environmental Status: Not applicable Strategic Plan Goal: Improve the City's infrastructure Attachment(s): 1. Agreement for Acquisition and Escrow Instructions 2. Site Map of Encyclopedia Lots HB -335- Item 14. - 2 ATTACHMENT # 1 Item 14. - 3 nx -. .6 AGREEMENT FOR ACQUISITION AND ESCROW INSTRUCTIONS This AGREEMENT FOR ACQUISITION AND ESCROW INSTRUCTIONS ("Agreement")is made and entered into as of this o2c" day of @/`i,NJ:_'_— 2013, and constitutes an agreement by which t11V_iok r ("Sellers") agree to sell,and the CITY OF HUNTINGTON BEACH,a California municipal corporation("Buyer"), agrees to purchase on the terms and conditions hereinafter set forth: That certain real property described in Exhibit"A" attached hereto,bearing Orange County Assessor's Parcel Number 110-152-22 ("Property"). The terms and conditions of this Agreement -and the instructions to Lawyers Title Company("Escrow Holder")with regard to the escrow("Escrow") created pursuant hereto are as follows: 1. Purchase and Sale. For valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell the Property to Buyer, and Buyer agrees to purchase the Property from Sellers,upon the terms and conditions herein set forth: 2. Purchase Price. The purchase price("Purchase Price")for the Property shall be FIFTEEN THOUSAND DOLLARS ($15,000). This sum shall be full payment for the Property and for all damages of every kind and nature,including,but not limited to,pre-condemnation damages,loss of rental income and severance damages suffered,any and all claims suffered, or to be suffered,by reason of the acquisition of the Property. 3. Acknowledgment of Full Benefits and Release. a. By execution of this Agreement,Sellers,on behalf of themselves and their respective successors and assigns,hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Sellers hereby expressly and unconditionally waive any and all claims for damages,relocation assistance benefits, severance damages,interest,loss of goodwill, claims for inverse condemnation or unreasonable pre-condemnation conduct,or any other compensation or benefits,other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims,liabilities or benefits of any type or nature whatsoever relating to or in connection with Buyer's acquisition of the Property. b. This Agreement arose out of Buyer's efforts to acquire the Property on a voluntary basis. Sellers acknowledge and agree that said purchase price is just compensation at fair market value for said real property and includes aW and all fixtures and equipment, Allers s Buyer's Initials 13-3744/97034 Page 1 of 15 goodwill(if any) and severance. Sellers, on behalf of themselves and their successors and assigns,hereby fully release Buyer,its successors,agents,representatives, and assigns, and all other persons and associations,known or unknown, from all claims and causes of action by reason of any damage which has been sustained, or may be sustained,as a result of Buyer's efforts to acquire the Property or to construct works of improvement thereon,or any preliminary steps thereto. Sellers further release and agree to hold Buyer harmless from any and all claims by reason of any leasehold interest in the Property. This release shall survive the Close of Escrow. C. The parties hereto hereby agree that all rights under Section 1542 of the Civil Code of the State of California are hereby waived. Civil Code Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his/her settlement with the debtor." Notwithstanding the provisions of Civil Code Section 1542, Sellers hereby irrevocably and unconditionally release and forever discharge the Buyer and each and all of its officers, agents, directors,supervisors, employees,representatives, and its successors and assigns and all persons acting by,through,under, or in concert with the Buyer from any and all charges,complaints,claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected(hereinafter referred to as "claim" or "claims")which Sellers at any time heretofore had or claimed to have or which Sellers at any time hereafter may have or claim to have,including,without limitation,any and all claims related or in any manner incidental to this transaction. I HAVE READ AND UNDERSTOOD PARAGRAPH 3 Acknowledgment of Full Benefits and Release. Sellers'Initials 4. Payment of Purchase rice. 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 Escrow Holder,in cash or by a certified or bank cashier's check made payable to Escrow Holder or a confirmed wire transfer of funds,the Purchase Price plus or minus 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. Ilers Initials *uy:e5es Initials 13-3744/97034 Page 2 of 15 I I 5. Escrow. a. 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 Sellers("Opening Date"). Escrow Holder shall notify Buyer and Sellers,in writing,of the date Escrow is opened and the Closing Date,as defined in Paragraph S(b),below. In addition,Buyer and Sellers 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. b. 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"). 6. Conditions of Title. It shall be a condition to the Close of Escrow and a covenant of Sellers that title to the Property shall be conveyed to Buyer by Sellers by the Grant Deed, subject only to the following Approved Conditions of Title("Approved Condition of Title"): a. A lien to secure payment of real estate taxes,not delinquent. b. The lien of supplemental taxes assessed pursuant to Chapter 3.5,commencing with Section 75 of the California Revenue and Taxation Code("Code"),but only to the extent that such supplemental taxes are attributable to the transaction contemplated by this Agreement. Sellers shall be responsible for,and hereby indemnifies Buyer and the Property against,any supplemental taxes assessed pursuant to the Code,to the extent that such taxes relate to events (including,without limitation,any changes in ownership and/or new construction) occurring prior to the Close of Escrow. C. Matters affecting the Approved Condition of Title created by or with the written consent of Buyer. d. Exceptions which are disclosed by the Report described in Paragraph 8a(1)hereof and which are approved or deemed approved by Buyer in accordance with Paragraph 8a(1)hereof. Sellers covenant and agree that during the term of this Escrow, Sellers will not cause or permit title to the Property to differ from the Approved Condition of Title described in this Paragraph 6. Any liens,encumbrances,easem tits,res fictions, con 'tions, covenants,rights, Ilers Initials Buyer's Initials 13-3744/97034 Page 3 of 15 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 8a(1)below, shall also be subject to Buyer's approval and must be eliminated or ameliorated to Buyer's satisfaction by Sellers prior to the Close of Escrow as a condition to the Close of Escrow for Buyer's benefit. Buyer hereby objects to all liens evidencing monetary encumbrances affectingthe e Proper (other than liens for non-delinquent property taxes)and Sellers agrees to cause all such liens to be eliminated at Sellers'sole cost and expense prior to the Closing Date. 7. 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. 8. Conditions to Close of Escrow. a. 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: (1) Preliminary Title Report and Exceptions. Immediately after escrow is opened as provided herein, City agrees to cause Lawyers Title Company to issue a Preliminary Title Report relating to the Property. Within fifteen(15) days after escrow has been opened,the City will cause Lawyers Title Company to issue an Amendment to Escrow Instructions,which indicates those title exceptions that the City will accept. Sellers 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 Company to cancel the escrow. (2) Representations,Warranties, and Covenants of Sellers. Sellers shall have duly performed each and every agreement to be performed by Sellers hereunder and Sellers'representations,warranties,and covenants set forth in Paragraph 14 shall be true and correct as of the Closing Date. (3) No Material Changes. At the Closing Date,there shall have been no material adverse changes in the physical or financial condition of the Property and there shall have been no material adverse change in the financial condition of Sellers or any general partners of Sellers. (4) 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, Ile s Initials Buye►'s Initials 13-3744/97034 Page 4 of 15 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 Sellers 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. (5) Council Approval. The completion of this transaction,and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer by action of the Buyer's City.Council. b. Conditions to Sellers' Obli a; lion. For the benefit of Sellers,the Close of Escrow shall be conditioned upon the occurrence and/or satisfaction of each of the following conditions (or Sellers'waiver thereof,it being agreed that Sellers may waive any or all of such conditions): (1) 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 (2) Buyer's Representations. All representations and warranties made by Buyer to Sellers in this Agreement shall be true and correct as of the Close of Escrow. 9. Deposits by Sellers. At least one(1)business day prior to the Close of Escrow, Sellers shall deposit or cause to be deposited with Escrow Holder the following documents and instruments: a Sellers' Certificate Federal. A Certificate of Nonforeign Status (Sellers' Certificate),duly executed by Sellers in the form attached hereto as Exhibit"C." b. California Withholding Exemption Certificate. A California Withholding Exemption Certificate (or in the event the Sellers are a non-California resident, a certificate issued by the Califo Franchise Tax Board)pursuant to the Revenue S (errindtials uyer's Initials 13-3744/97034 Page 5 of 15 and Taxation Code Sections 18805 and 26131, as may be amended, stating either the dollar amount of withholding required from Sellers'proceeds or that Sellers are exempt from such withholding requirement. C. Grant Deed. The Grant Deed conveying the Property to Buyer duly executed by Sellers, acknowledged and in recordable form. 10. Deposits by Buy. 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 designated in Paragraph 4 above(as reduced or increased by the prorations,debits and credits hereinafter provided). 11. 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 Sellers for document drafting,recording,and miscellaneous charges. If, as a result of no fault of Buyer or Sellers,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 Procedure Section 1265.240. 12. Prorations. The following prorations shall be made between Sellers and Buyer on the Closing Date, computed as of the Closing Date: a. Taxes. Real and personal property taxes and assessments on the Property shall be prorated on the basis that Sellers are responsible for(i) all such taxes for the fiscal year of the applicable taxing authorities occurring prior to the"Current Tax Period,"and(ii) that portion of such taxes for the Current Tax Period determined on the basis of the number of days which have elapsed from the first day of the Current Tax Period to the Closing Date,inclusive,whether or not the same shall be payable prior to the Closing Date. The phrase"Current Tax Period"refers to the fiscal year of the applicable taxing authority in which the Closing Date occurs. In the event that as of the Closing Date the actual tax bills for the year or years in question are not available, and the amount of taxes to be prorated as aforesaid cannot be ascertained,then rates and assessed valuation of the previous year,with known changes,shall be used, and when the actual amount of taxes and assessments for the year or years in question shall be determinable,then such taxes and assessments will be reprorated between the parties to reflect the actual amount of such taxes and assessments. b. No Rental Pro-rations. Pursuant to Paragraph 22(n) Sellers warrant that there are no tenants or written or oral leases on all or any portion of the Property and the Escrow Holder is hereby instructed not to perform any rental o-rations at the Close of Escrow. .�b l / ellers Initials Buyer's Initials 13-3744197034 Page 6 of 15 13. 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: a. Prorations. Prorate all matters referenced herein,based upon the statement delivered into Escrow signed by the parties. b. 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 on the face of the Deed,but to supply same by separate affidavit. C. 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. d. Documents to Buyer. Deliver the Sellers'Certificate and Bill of Sale, executed by Sellers,and,when issued,the Title Policy to Buyer. C. 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. 14. Sellers'Representations and Warranties: In consideration of Buyer entering into this Agreement, and as an inducement to Buyer to purchase the Property, Sellers makes the following representations and warranties,each of which is material and is being relied upon by Buyer(and the continued truth and accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder): a. Authorization. This Agreement has been duly and validly authorized,executed and delivered by Sellers, and no other action is requisite to the execution and delivery of this Agreement by Sellers. b. Threatened Actions. There are no actions, suits or proceedings pending against, or,to the best of Sellers'knowledge,threatened or affecting the Property in law or equity. C. Third PgAy Consents, No consents or waivers of, or by, any third party are necessary to permit the consummation by Sellers of the transactions contemplated pursuant to this Agreement. d. No Violation of Law. To the best of Sellers'knowledge,there is no violation of law or governmental regulation by Sellers with r spect to the Property. Se er Initials Buyer's Initials 13-3744/97034 Page 7 of 15 e. Condemnation. There is no pending, or,to the best of Sellers'knowledge, threatened proceedings in eminent domain or otherwise,which would affect the Property or any portion thereof. f. Compliance with Law. To the best of Sellers'knowledge, all laws,ordinances, rules,and requirements and regulations of any governmental agency,body, or subdivision thereof bearing on the Property have been complied with by Sellers. g. Agreements. There are no agreements(whether oral or written)affecting or relating to the right of any party with respect to the possession of the Property,or any portion thereof,which are obligations which will affect the Property, or any portion thereof subsequent to the recordation of the Grant Deed, except as may be reflected in the Condition of Title,which shall have been approved by Buyer pursuant to the terms of this Agreement. h. Documents. To the best of Sellers'knowledge,all documents delivered to Buyer and Escrow Holder pursuant to this Agreement are true and correct copies of originals, and any and all information supplied to Buyer by Sellers is true and accurate. i. Licensed Permits. To the best of Sellers'knowledge, Sellers has acquired all licenses,permits,easements,rights-of-way,including without limitation,all building and occupancy permits from any governmental authority having jurisdiction. j. Hazardous Substances. Except as revealed by Sellers to Buyer herein, Sellers have no actual knowledge that there are hazardous substances(as defined below)in existence on or below the surface of the Property,including without limitation, contamination of the soil, subsoil or groundwater,which constitutes a violation of any law,rule,or regulation of any governmental entity having jurisdiction thereof,or which exposes Buyer to liability to third parties. Sellers have not used the Property,or any portion thereof,for the production,disposal, or storage of any hazardous substances,and Sellers have no actual knowledge that there has been such prior use of the Property,or any portion thereof; or that there has been any proceeding or inquiry by any governmental authority with respect to the presence of such hazardous substances on the Property or any portion thereof. Without limiting the other provisions of this Agreement, Sellers shall cooperate with Buyer's investigation of matters relating to the foregoing provisions of this paragraph, and provide access to, and copies of,any data and/or documents dealing with potentially hazardous substances used at the Property and any disposal practices followed. Sellers agree that Buyer may,with Sellers'prior approval, make inquiries of governmental agencies regarding such matters,without liability to Sellers for the outcome of such discussions. For purposes of this Agreement,the term "hazardous substances"means: (i) any substance,product,waste, or other material of any nature whatsoever which is or becomes listed,regulated,or addressed pursuant to the Comprehensive Environment Response Compe ation and Liability Act(CERCLA), S ers Initials Buyer's Initials 13-3744/97034 Page 8 of 15 42 United States Code Section 9601 et seq.;the Hazardous Material Transportation Conservation and Recovery Act,42 United States Code Section 1801 et seq.;the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.;the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.;the California Hazardous Waste Control Act,Health and Safety Code Section 25100 et seq.;the California Hazardous Substance Account Act,Health and Safety Code Section 25330 et seq.;the California Safe Drinking Water and Toxic Enforcement Act,Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage or Hazardous Substances);the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act,Water Code Section 13000 et seq., all as amended(the above-cited California state statue are hereinafter collectively referred to as"the State Toxic Substances Laws")or any other federal,state,or local statute, law,ordinance,resolution, code,rule,regulation,order or decree regulating, relating to,or imposing liability or standards of conduct concerning any hazardous or toxic substance hereafter in effect; (ii) any substance,product,waste, or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence,trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (iii) petroleum or crude oil other than petroleum and petroleum products which are contained within regularly operated motor vehicles;and(iv)asbestos. k. Indemnity. Sellers agree to indemnify,defend with counsel selected by Buyer, protect and hold harmless Buyer,its City Council members,its directors,officers,staff, employees,agents,contractors,assigns, and any successor or successors to Buyer's interest from and against all claims,actual damages (including,but not limited to,special and consequential damages),punitive damages,injuries, costs,response costs,losses, demands,debts,liens, liabilities, causes of action,suits,legal or administrative proceedings,interest,fines, charges,penalties, and expenses(including, but not limited to,attorneys' and expert witness' fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against,the Property, or any indemnified party directly or indirectly arising from or attributable to: (i) any breach by Sellers of any of its agreement warranties or representations set forth in this Agreement; or(ii) any repair, cleanup or detoxification,or preparation and implementation of any removal,remedial, response, closure, or other plan concerning any hazardous substance on,under,or about the Property,regardless of whether undertaken due to governmental action. To the fullest extent permitted by law,the foregoing indemnification shall apply regardless of the fault, active or passive negligence,breach of warranty or contract of Buyer. The foregoing indemnity is intended to operate as an agreement pursuant to CERCLA Section 107(e),of 42 United States Code Section 9607(E),and California Health and Safety Code Section S lers Initials Ouy21n itials 13-3744/97034 Page 9 of 15 25364,to insure,protect,hold harmless and indemnify Buyer from any liability pursuant to such sections. 1. Pollutants. No pollutants or waste materials from the Property have ever been discharged by Sellers into any body of water, and Sellers have no actual knowledge of any such pollution emission by any other person or entity. in. Waste Disposal. No portion of the Property has ever been used by Sellers as a waste storage or disposal site, and Sellers are not aware of any such prior uses. n. No Notices. Sellers have received no written notice of any change contemplated in any applicable laws,ordinances or restrictions, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial conditions upon the Property which would prevent, impede, limit,or render more costly Buyer's contemplated use of the Property. 15. Buyer'sRepresentations and Warranties. In consideration of Sellers entering into this Agreement,and as an inducement to Sellers to sell the Property to Buyer,Buyer makes the following representations and warranties,each of which is material and is being relied upon by Sellers(the continued truth and accuracy of which shall constitute a condition precedent to Sellers'obligations hereunder): a. This Agreement and all documents executed by Buyer under this Agreement which are to be delivered to Sellers are,or at the time of Close of Escrow will be, duly authorized, executed, and delivered by Buyer, and are,or at the Close of Escrow will be legal,valid, and binding obligations of Buyer, and do not, and at the Close of Escrow will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which it is subject. b. The representations and warranties of Buyer set forth in this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time. 16. Damage or Condemnation Prior to Closing. Sellers shall promptly notify Buyer of any knowledge by Sellers of casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to,or may result in,the loss of any material portion of the Property, Sellers or Buyer may, at their option, elect either to: (a) terminate this Agreement, in which event all funds deposited into Escrow by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder,or yellerrs Buyer's Initials 13-3744/97034 Page 10 of 15 (b) continue the Agreement in effect, in which event upon the Close of Escrow Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding. 17. Notices. All notices or other communications required or permitted hereunder shall be in writing,and shall be personally delivered or sent by registered or certified mail,postage prepaid,return receipt requested,telegraphed,delivered, or sent by telex,telecopy,or cable,and shall be deemed received upon the earlier of(a)if personally delivered,the date of delivery to the address of the person to receive such notice, (b)if mailed,four business days after the date of posting by the United States post office,(c)if given by telegraph or cable,when delivered to the telegraph company with charges prepaid, or(d)if given by telex or facsimile,when sent. Any notice,request,demand,direction,or other communication sent by cable,telex,or facsimile must be confirmed within 48 hours by letter mailed or delivered in accordance with the foregoing. The Buyer's mailing address is: City of Huntington Beach Attn: City Manager 2000 Main Street,P.O.Box 190 Huntington Beach, CA 92648 The Sellers'mailing address is: /7 d D C'` Geri"Pa /P iQL--Ipe,zl as 2, Notice of change of address shall be given by written notice in the manner detailed in this paragraph.Rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given,shall be deemed to constitute receipt of the notice, demand,request, or communication sent. 18. 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. 19. Assignment. Sellers may not assign,transfer or convey its rights or obligations under this Agreement without the prior written consent of Buyer, and then only if Sellers' assignee assumes in writing all of Sellers' obligations hereunder;provided,however, Sellers shall in no event be released from its obligations hereunder by reason of such assignment. ellers Initials uyer's Initials 13-3744/97034 Page 11 of 15 20. Sellers'Indemnification. Sellers hereby agree to indemnify,defend and hold harmless Buyer from and against any and all obligations,liabilities, claims,liens,encumbrances,losses, damages, costs and expenses,including without limitation,attorneys'fees,whether direct, contingent, or consequential,incurred by Buyer relating to the Property and arising or accruing from acts, occurrences, or matters that take place on or before the Close of Escrow or resulting from any breach by Sellers of their representations,warranties and covenants contained in this Agreement. 21. Brokerage Commissions. Sellers represent to Buyer that there has been no broker,real estate agent,finder or similar entity(`Broker") engaged in connection with this Agreement or the sale of the Property from the Sellers to Buyer, if consummated as contemplated hereby. Sellers agree 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 Sellers or their agent, employees or representatives, Sellers will indemnify,defend and hold the Buyer free and harmless from and against any and all loss, liability, cost, damage and expense(including attorneys'fees and court costs) in connection therewith. Sellers agree to pay, at their sole cost and expense, when due, any and all brokerage commissions incurred by Sellers heretofore or hereafter incurred prior to close of escrow. 22. Miscellaneous. a. Survival of Covenants. The covenants,representations and warranties of both Buyer and Sellers set forth in this Agreement shall survive the recordation of the Grant Deed and the Close of Escrow. b. Required Actions of Buyer and Sellers. Buyer and Sellers agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated,and shall use their best efforts to accomplish the Close of Escrow in accordance with the provisions hereof. C. Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision hereof. d. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which,together,shall constitute one and the same instrument. e. 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. f. No Obligations to Third Partie otherwise expressly provided herein, s. ce t q!ir�, lers lnitials Buyer's initials 13-3744/97034 Page 12 of 15 I f. 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. g. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference. h. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. i. 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. j. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California,with the exception of definitions to be construed under Federal laws cited in Paragraph 140). k. 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. 1. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written,and contains the entire agreement between Buyer and Sellers as to the subject matter hereof.No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee,officer, agent or representative of either party shall be of any effect unless it is in writing and executed by the party to be bound thereby. M. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. n. Leases. Sellers warrant that there are no tenants or written or oral leases on all or any portion of the property and Sellers further agree to hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses,including relocation assistance costs, occasioned by reason of any lease of said property held by any tenant of Sellers. elle nitials Buyer's Initials 13-3744/97034 Page 13 of 15 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written. DATED: �a �0 1 d/ Sellers: DATED: Buyer: CITY OF HUNTINGTON BEACH A California municipal corporation 01i.'m A4 A-U-) Mayor it/ lerk VED AS TO FORM: C y Atto ney ED ND PPROVED: Assistant City Manager REVI D APPROVED: C /AAAffaAr �11 delsials Buyer's Initials 13-3744/97034 Page 14 of 15 EXHIBIT "A" Legal]Description (to be inserted) PIEals Buyer's Initials 13-3744/97034 Page 15 of 15 Order Number:NCS-251419-SC Page Number:7 I LEGAL DESCRIPTION Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: LOT 35 OF TRACT NO. 32, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 34 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA i APN: 110-152-22 First American Title Insurance Company Order Number:NCS-251419-SC Page Number:2 ATTACHMENT 1-SELLERS TRUSTS DETAILS Dated as of August 16, 2006 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: ALTA Loan Policy(10-17-92) with ALTA Endorsement- Form 1 Coverage with Regional Exceptions (Standard Coverage) ALTA Owner's Policy(10-17-92)with Regional Exceptions(Standard Coverage) A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: John W. Shenk and Bessie S. Shenk,Trustees under Declaration of Trust dated June 4, 1989, Robert C. Shenk, as Trustee of the Robert C. Shenk Trust U/T/A dated July 6, 1987, John C. Shenk, as Trustee of the John C. Shenk Trust U/T/A dated July 6, 1987, and Joandra S. Petersen, as Trustee of the Joandra Petersen Trust U/T/A dated July 6, 1987 The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee Simple The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2006-2007, a lien not yet due or payable. 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter�3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. Rights of parties in possession. First American Title Insurance Company ATTACHMENT #2 a� City-Owned Encyclopedia Lots City of Huntington Beach '"" N CAUTION rs - x ... ILL �Li �,',}�? WHEN USING THIS MAP WME � �� 0 125 250 500 , � k Feet _ u) RAIN! - _ :. .� '` � � �'�z „�F ," s � � �'; � Pending Purchase Parcels(3) V „k, s � I� f• ui $s s ,-,I i^, �.`y ',g ^key' Other Encyclopedia Parcels(41) ` �x `� '- ' h -, City-Owned Parcels(261) �• ;zry""'' �.: ':,, a" m 0 far ^ ,� e 0 _ BK-{i " tea^ '',lesd 4 �� )"'' s y ",' &� �'-�f" ,aff L ) �w�l. ls• }r �j :?2r:,�.+'s�',3' „k�� g,eta.-..-' 'S '"�';i 'r: ��:z�a �:`�,. �',; '��':.� '� �?�"�.�,4� �a�4�ti.��y� �.�-=xr•-c-- >�,> ,F^n .'j%`��e,,. ,. r.,�. ti�.. W 4�..,a<'.�`�:.•.}s.S �i' P� ^x f �V� Y X L�- ?"��`hrl& <(� '�,.?t L , IRR" 4 k4• a, �s "� t�' b .r rstJ�.."n�;<,d' �'. .•itt. NAM ! r 2 :t Er NO "� 1 ,4:Y',,..t.,�,.a,y Aad.:T.i:.."k-'�:,,,..^„�'�..t,,,�.�.,s..I,...,,.k�.�_,�,..r3,)E.,1�,{ue,�.�,:,>�,,,.�;......�,,..,,}�,?y�.n7�s.m.;.<+,?�!-r�1�ra,.+����-t?g�'�-�:�»�<,.•.7�ei(� t;���,�,L-'�,t..r,.x<ts x�o-. i i��`�'..,��T.•`:,&.�,': �ri g.3E:,.; �., ;a, '"6, ri ppk,+'J:- "��`� ice�a%.�%±,yi..fz:+ i ,�A .w1, E ;; "M - i 1 Fi "3�r. Y &< s j. Mgiv 3�- Y ' p fin; 1 ti r d Y' .rX 4- d h) Y" r ri�- r„ k'$x•,-,:YA' r', gs�,a,<;7{",y, ,��• '• ','tit Y , y N#:. .� M� ,�.,, {T.,;i ,`�- ..F ,c. q¢ °.?„ `'�"� n , < n, v t Information Services Department >a 2013 ava ..,gip "" `•G:. c .,,z.4 ��F ��v �^ '' �.',�,.�',�;w- � TW,- ' NQU ;.: 3 .1 \Projects\CommunityServces\FacllesRecmaUon\CilyOwnedPropCenUalPark(2)mxd SPECIAL POWER OF ATTORNEY WARNING TO PERSONS EXECUTING THIS DOCUMENT: This is an important legal document.It creates a Power of Attorney that provides the person you designate as your attorney-iii-fact with the broad powers it sets forth.You have the right to terminate this Power of Attorney, If there is anything about this form that you do not understand,you should ask a lawyer to explain it to you, 1,Joandra S. Petersen, residing at 2245 La Tabara,La Jolla,California 92037,hereby appoint John C. Shenk of 66 Virginia Lane,Atherton,California 94027,as my attorney-in-fact("Agent") to exercise the powers and discretions described below. This Power of Attorney is revoked and shall not be effective if I am incapacitated. My Agent shall have full power and authority to act on my behalf but only to the extent permitted by this Special Power of Attorney.My Agent's powers shall include the power to: 1. Sell or convey any interest of mine in real estate located at Lot 110-152-22 Huntington Beach,California and legally described as Orange County Assessor's Parcel #110-152-22 The total sale price must be at least$15,000.00. This power shall include the power to (i) sell upon such terms as my Agent shall deem appropriate,subject to the limitations (if any) stated above, (ii) sign any documents (including deeds) that may be required to convey title to such property (including changing tenancy regarding right of survivorship),and (iii) collect and receive the proceeds from any such sale. 2. Provide for the support and protection of myself, my spouse,or of any minor child I have a duty to support or have established a pattern of prior• support,including,without limitation, provision for food,lodging,housing,medical services,recreation and travel; I hereby grant to my Agent the full right,power,and authority to do every act, deed,and thing necessary or advisable to be done regarding the above powers,as fully as I could do if personally present and acting. Any power or authority granted to my Agent tinder this document shall be limited,to the extent necessary, to prevent this Power of Attorney from causing, (i) my income to be taxable to my Agent,(h) my assets to be subject to a general power of appointment by my Agent,or(iii) my Agent to have any incidents of ownership with respect to any life insurance policies that I may own i on the life of my Agent. My Agent shall not be liable for any loss that results from a judgment error that was made in good faith. However,my Agent shall be liable for willful misconduct or the failure to act in good faith while acting under the authority of this Power of Attorney. A Successor Agent shall not be liable for acts of a prior Agent. No person who relies in good faith on the authority of my Agent under this instrument shall incur any liability to me,ray estate or my personal representative. I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document. If any part of any provision of this instrument shall be invalid or unenforceable under applicable law,such part shall be ineffective to the extent of such invalidity only,without in any way affecting the remaining parts of such provision or the remaining provisions of this instrument. My Agent shall not be entitled to any compensation,during my lifetime or upon my death,for any services provided as my Agent. My Agent shall not be entitled to reimbursement of expenses incurred as a result of carrying out any provision of this Power of Attorney. My Agent shall provide an accounting for all funds handled and all acts performed as my Agent as required under state law or upon my request or the request of any authorized personal representative,fiduciary or court of record acting on my behalf. This Power of Attorney shall become effective immediately.This Power of Attorney shall continue effective until August 30,2013 or until I lack sufficient mental competence to understand and handle my financial and personal affairs.This Power of Attorney may be revoked by me at any time by providing written notice to my Agent. Dated 4,0 ! ` ,at La Jolla,California. i ndra S. Petersen STATE OF CALIFORNIA, COUNTY OF SAN DIEGO On Dl t 10 jim before me, hLeX t,l n 4 A&![ P AIR S-personally appeared Joandra S.Petersen,who proved to me on the&sis of satisfactory evidence to be the personf4 whose name(o is/0 subscribed to the within instrument and acknowledged to me that VfshelWey executed the same in hK/herfeeir authorized capacity(*j,and that by hk/her/twir signature(4 on the instrument the person,or the entity upon behalf of which the personK acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ALEX VARGAS-Rlr1Z WITNESS y hand and official seal. Commission# 1959078 z, d Notary Public-California San Diego County MX Comm.Expires Nov 3,2015 (Notary Seal) Signature of otary Public II Notice to Person Accepting the Appointment as Attorney-in-Fact: By acting or agreeing to act as the agent(attomey-iii-fact) under this power of attorney you assume the fiduciary and other legal responsibilities of an agent.These responsibilities include: 1.The legal duty to act solely in the interest of the principal and to avoid conflicts of interest. 2.The legal duty to keep the principal's property separate and distinct from any other property owned or controlled by you. You may not transfer the principals property to yourself without full and adequate consideration or accept a gift of the principals property unless this power of attorney specifically authorizes you to transfer property to yourself or accept a gift of the principal's property.If you transfer the principals property to yourself without specific authorization in the power of attorney, you may he prosecuted for fraud and/or embezzlement. If the principal is 65 years of age or older at the time that the property is transferred to you without authority,you may also be prosecuted for elder abuse under Penal Code Section 368.In addition to criminal prosecution,you may also be sued in civil court. i I have read the foregoing notice and I understand the legal and fiduciary duties that I assume by acting or agreeing to act as the agent(attorney-in-fact) under the terms of this power of attorney. Date: 1 J hit C. lle)TK f i SPECIAL POWER OF ATTORNEY WARNING TO PERSONS EXECUTING THIS DOCUMENT: This is an important legal document. It creates a Power of Attorney that provides the person you designate as your attorney-in-fact with the broad powers it sets forth.You have the right to terminate this Power of Attorney. If there is anything about this form that you do not understand,you should ask a lawyer to explain it to you. I,Robert C. Shenk, residing at 1735 Stanford Avenue,Menlo Park,California 94025,hereby appoint John C.Shenk of 66 Virginia Lane,Atherton, d1V 94027,as my attorney-in-fact("Agent") to exercise the powers and discretions described below. This Power of Attorney is revoked and shall not be effective if I am incapacitated. My Agent shall have full power and authority to act on my behalf but only to the extent permitted by this Special Power of Attorney.My Agent's powers shall include the power to- t, Sell or convey any interest of mine in real estate located at Parcel #110-152-22 Huntington Beach,California and legally described as Orange County Assessor's Parcel Number 110-152-22 The total sale price must be at least$15,000.00, Parcel #110-152-22 Huntington Beach,California and legally described on the attached Exhibit. The total sale price must be at least $15,000.00. This power shall include the power to (i) sell upon such terms as my Agent shall deem appropriate, subject to the limitations (if any) stated above,(11) sign any documents (including deeds) that may be required to convey title to such property (including changing tenancy regarding right of survivorship), and (iii) collect and receive the proceeds from any such sale. 2. Provide for the support and protection of myself, my spouse, or of any minor child I have a duty to support or have established a pattern of prior support, including,without limitation, provision for food,lodging,housing,medical services, recreation and travel; I hereby grant to my Agent the full right,power,and authority to do every act, deed,and thing necessary or advisable to be done regarding the above powers,as fully as I could do if personally present and acting. Any power or authority granted to my Agent under this document shall be limited,to the extent necessary,to prevent this Power of Attorney from causing,(i) my income to be taxable to my Agent,(ii) my assets to be subject to a general power of appointment by my Agent,.or (iii) my Agent to have any incidents of ownership with respect to any Iife insurance policies that I may own on the life of my Agent. My Agent shall not be liable for any loss that results from a judgment error that was made in good faith. However,my Agent shall be liable for willful misconduct or the failure to act in good faith while acting under the authority of this Power of Attorney.A Successor Agent shall not be liable for acts of a prior Agent. No person who relies in good faith on the authority of my Agent under this instrument shall incur any liability to me,my estate or my personal representative. I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document. If any part of any provision of this instrument shall be invalid or unenforceable under applicable law,such part shall be ineffective to the extent of such invalidity only,without in any way affecting the remaining parts of such provision or the remaining provisions of this instrument. My Agent shall not be entitled to any compensation,during my lifetime or upon my death,for any services provided as my Agent. My Agent shall not be entitled to reimbursement of expenses incurred as a result of carrying out any provision of this Power of Attorney. My Agent shall provide an accounting for all funds handled and all acts performed as my Agent as required under state law or upon my request or the request of any authorized personal representative,fiduciary or court of record acting on my behalf. This Power of Attorney shall become effective immediately.This Power of Attorney shall continue effective until August 30,20I3 or until I lack sufficient mental competence to understand and handle my financial and personal affairs.This Power of Attorney may be revoked by me at any time by providing written notice to my Agent. Dated at Menlo Park,California. I Ro art C. Shenk I I 1 a STATE OF CALIFORNIA, COUNTY OF SAN MATEO Ong , before me, �)6il&dtz ,personally app red Robert C. Shenk,who proved to me on th basis of satisfactory evident to be the personKwhose name(s°f islwsubscribed to the within instrument and acknowledged to me that hel0teltheq executed the same in his/lief/thprifauthorized capacity(jog�and that by his/het`/their signature6Kon the instrument the persons),or the entity upon behalf of which the person(sracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SHIRLEY ANN RaYBAL WITNESS my hand and official seal. Commisaton#1929355 Notary Public.Capfornta San Mateo county / Comm,Ex ir$&mar 20.2015 (Notary Seal) Signature of N tart' Public Notice to Person Accepting the Appointment as Attorney-in-Fact: By acting or agreeing to act as the agent(attorney-in-fact) under this power of attorney you assume the fiduciary and other legal responsibilities of an agent.These responsibilities include: 1.The legal duty to act solely in the interest of the principal and to avoid conflicts of interest. 2.The legal duty to keep the principal's property separate and distinct from any other property owned or controlled by you. You may not transfer the principals property to yourself without full and adequate consideration or accept a gift of the principals property unless this power of attorney specifically authorizes you to transfer property to yourself or accept a gift of the principal's property. If you transfer the principals property to yourself without specific authorization in the power of attorney, you may be prosecuted for fraud and/or embezzlement. If the principal is 65 years of age or older at the time that the property is transferred to you without authority,you may also be prosecuted for elder abuse under Penal Code Section 368. In addition to criminal prosecution,you may also be sued in civil court. I have read the foregoing notice and I understand the legal and fiduciary duties that I assume by acting or agreeing to act as the agent (attorney-in-fact) under the terms of this power of attorney. Date: S' ned: ohn C Shenk 1 E SPECIAL .POWER OF ATTORNEY WARNING TO PERSONS EXECUTING THIS DOCUMENT: This is an important legal document.It creates a Power of Attorney that provides the person you designate as your attorney-in-fact with the broad powers it sets forth.You have the right to terminate this Power of Attorney. If there is anything about this form that you do not understand,you should ask a lawyer to explain it to you. I,Thomas M. Shenk,residing at 1435 Parkview Avenue,Pasadena,California 91103,hereby appoint John C. Shenk of 66 Virginia Lane,Atherton,California 94027,as my attorney-in-fact ("Agent") to exercise the powers and discretions described below. This Power of Attorney is revoked and shall not be effective if I am incapacitated. My Agent shall have full power and authority to act on my behalf but only to the extent permitted by this Special Power of Attorney. My Agent's powers shall include the power to: i 1.Sell or convey any interest of mine in real estate located at j Lot 110-152-22 Huntington Beach,California and legally described as Orange County Assessor's Parcel#110-152-22 The total sale price must be at least$15,000.00. This power shall include the power to(i) sell upon such terms as my Agent shall deem appropriate,subject to the limitations (if any) stated above, (ii) sign any documents (including deeds) that may be required to convey title to such property (including changing tenancy regarding right of survivorship),and (iii) collect and receive the proceeds from any such sale. i 2.Provide for the support and protection of myself, my spouse, or of any minor child I have a duty to support or have established a pattern of prior support,including, without limitation, provision for food,lodging,housing, medical services,recreation and travel; I hereby grant to my Agent the full right,power,and authority to do every act, deed,and thing necessary or advisable to be done regarding the above powers,as fully as I could do if personally present and acting. i Any power or authority granted to my Agent under this document shall be limited, to the extent necessary,to prevent this Power of Attorney from causing,(i) m income to be taxable to m g Y Y Agent, (ii) my assets to be subject to a general power of appointment by my Agent;or(iii) my Agent to have any incidents of ownership with respect to any life insurance policies that I may own I on the life of my Agent. My Agent shall not be liable for any loss that results from a judgment error that was made in good faith.However,my Agent shall be liable for willful misconduct or the failure to act in good faith while acting under the authority of this Power of Attorney.A Successor Agent shall not be liable for acts of a prior Agent. No person who relies in good faith on the authority pf my Agent under this instrument shall incur any liability to me,my estate or my personal representative.I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document. If any part of any provision of this instrument shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity only,without in any way affecting the remaining parts of such provision or the remaining provisions of this instrument. My Agent shall not be entitled to any compensation,during my lifetime or upon my death,for any services provided as my Agent. My Agent shall not be entitled to reimbursement of expenses incurred as a result of carrying out any provision of this Power of Attorney. My Agent shall provide an accounting for all funds handled and all acts performed as my Agent as required under state law or upon my request or the request of any authorized personal representative,fiduciary or court of record acting on my behalf. This Power of Attorney shall become effective immediately.This Power of Attorney shall continue effective until August 30,2013 or until I lack sufficient mental competence to understand and handle my financial and personal affairs.This Power of Attorney may be revoked by me at any time by providing written notice to my Agent. Dated �"� �� ,at Pasadena,California. i Thomas M. Shenk € E i 3 STATE OF CALIFORNIA, COUNTY OF Los Angeles On u� � / before me,�i�z�,b A4 Ver"lin 1. 4��iD ,personally appeared Thomas M. Shenk, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that lie/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ELIZA©ETH VERONICA EARLY WITNESS my hand and official seal. Commission#2009508 z NOafary PubilC-Galltorni8 Los Angeles County e� My Comm.Explres Mar 2,2017 r (Notary Seal) Sign re of Notary Public WITNESS ATTESTATION The foregoing power of attorney was,on the date written above,published and declared by Thomas M. Shenk in our presence to be his/her power of attorney. We, in his/her presence and at his/her request,and in the presence of each other,have attested to the same and have signed our names as attesting witnesses. This document was prepared by: John C. Shenk 66 Virginia Lane Atherton,California 94027 Sister I I I f E E f I Notice to Person Accepting the Appointment as Attorney-in-Fact: By acting or agreeing to act as the agent,(attorney-i n-fact) under this power of attorney you assume the fiduciary and other legal responsibilities of an agent,These responsibilities include: 1.The legal duty to act solely in the interest of the principal and to avoid conflicts of interest. 2.The legal duty to keep the principal's property separate and distinct from any other property owned or controlled by you, You may not transfer the principals property to yourself without full and adequate consideration or accept a gift of the principals property unless this power of attorney specifically authorizes you to transfer property to yourself or accept a gift of the principal's property. If you transfer the principals property to yourself without specific authorization in the power of attorney, you may be prosecuted for fraud and/or embezzlement. If the principal is 65 years of age or older at the time that the property is transferred to you without authority,you may also be prosecuted for elder abuse under Penal Code Section 368, In addition to criminal prosecution,you may also be sued in civil court. I I have read the foregoing notice and I understand the legal and fiduciary duties that I assume by acting or agreeing to act as the agent(attorney-in-fact) under the terms of this power of attorney. Date: Si ohi C. Shenk I I i WITNESS ATTESTATION The foregoing power of attorney was,on the date written above, published and declared by Robert C. Shenk in our presence to be his/her power of attorney.We,in his/her presence and at his/her request,and in the presence of each other,have attested to the same and have signed our names as attesting witnesses. This document was prepared by: John C. Shenk 66 Virginia Lane Atherton,California 94027 650-358-3186 Brother i I