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HomeMy WebLinkAboutAgreement with Robert James Warner and Jeffrey James Warner CHICAGO TITLE COMPANY 535 N. BRAND BLVD. 3RD FL GLENDALE, CA 91203 Phone: (818)550-3210 Fax: (818)550-3214 ATTN: CITY CLERK CITY OF HUNTINGTON BEACH DATE May 12, 2008 2000 MAIN STREET HUNTINGTON BEACH, CALIFORNIA 92648 REGARDING: ORDER NO. 860077240 - A43 In accordance with instructions in the above order number,we enclose herewith our Policy of Title Insurance. Any documents recorded in connection with this transaction will be forwarded to you direct from the County Recorder's office. Should you have any questions, please contact the undersigned. It has been our pleasure to have handled this transaction for you. If, at any time in the future we can assist you,we will be pleased to have you request CHICAGO TITLE COMPANY. We appreciate your business. Sincerely, CHICAGO TITLE COMPANY DAREN JOHNSON 01POLENC--03/25/01bk Chicago Title Insurance Company LOAN POLICY OF TITLE INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Com- cany under this Policy must be given to the Company at the address shown in Section 17 of the onditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHED- ULE B,AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures as of Date of Policy and,to the extent stated in Covered Risks 11, 13,and 14,after Date of Policy,against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; 6ii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or deliv- ered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi) a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation,variation, or adverse circumstance affecting the Title that would be dis- closed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improve- ments located on adjoining land. 3. 'Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (a) the occupancy,use, or enjoyment of the Land; (b) the character,dimensions, or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowl- edge. FORM72-041-06 ALTA Loan Policy (6-17-06) 9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage (a) forgery,fraud, undue influence, duress, incompetency,incapacity,or impersonation; (b) failure of any person or Entity to have authorized a transfer or conveyance; (c) the Insured Mortgage not being properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (d) failure to perform those acts necessary to create a document by electronic means authorized by law; (e) a document executed under a falsified,expired,or otherwise invalid power of attorney; (f) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (g) a defective judicial or administrative proceeding. 10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance. 11. The lack of priority of the lien of the Insured Mortgage upon the Title (a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for services, labor, or material arising from construction of an improvement or work related to the Land when the improvement or work is either (i) contracted for or commenced on or before Date of Policy; or (ii) contracted for,commenced,or continued after Date of Policy if the construction is financed,in whole or in part,by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance; and (b) over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage,provided the assignment is shown in Sched- ule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity,unenforceability, lack of priority, or avoidance of the lien of the Insured Mortgage upon the Title (a) resulting from the avoidance in whole or in part,or from a court order providing an alternative remedy,of any transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors'rights laws;or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency,or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured Mortgage in the Public Records. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. IN WITNESS WHEREOF,CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Issued by: Chicago Title Insurance Company CHICAGOTITLE g p y 535 N.BRAND BOULEVARD,4TH FLOOR GLENDALE,CA 91203 By. (800) 880-9124 Hsu roPro°:" President U ATTEST: Secretary Countersigned: Authorized Signature FORM 72-041-06 ALTA Loan Policy (6-17-06) SCHEDULE A Policy Amount: $850, 000 .00 Policy No: 860077240 - A43 Date of Policy: April 10, 2008 Premium: $2,0 0 0.0 0 at 1:5 9 PM Deductible Amounts and Maximum Dollar Limits of Liability For Covered Risk 14, 15, 16 and 18: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 14: 1 % of Policy Amount $ 10, 000 or $ 2, 500 (whichever is less) Covered Risk 15: 1 % of Policy Amount $ 25, 000 or $ 5,000 (whichever is less) Covered Risk 16: 1 % of Policy Amount $ 25,000 or $ 5, 000 (whichever is less) Covered Risk 18: 1 % of Policy Amount $ 5,000 or $ 2,500 (whichever is less) Street Address of the Land: 7882 ALHAMBRA AVE HUNTINGTON BEACH, CALIFORNIA 1. Name of insured: CITY OF HUNGTINGTON BEACH, A MUNICIPAL CORPORATION 2. Your interest in the Land covered by this Policy is: A FEE 3. The land referred to in this policy is situated in the State of California,County of ORANGE and is described as follows: SEE ATTACHED LEGAL EXHIBIT I This Policy valid only if Schedule B is attached. ALTA Homeowner's Policy of Title Insurance ISSUED BY CHICAGO TITLE INSURANCE COMPANY HOSA--04/01/01bk SCHE6ULE B Polic�yy Number: 860077240-A43 Exceptions In addition to the Exclusions,you are not insured against loss,costs,attorney's fees,and expenses resulting from: A 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR THE FISCAL YEAR 2008-2009 THAT ARE A LIEN NOT YET DUE. C 2 . THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART 2, CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A RESULT OF THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR AS A RESULT OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING PRIOR TO DATE OF POLICY. n 3 . WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. s 4 . COVENANTS, CONDITIONS AND RESTRICTIONS (BUT OMITTING THEREFROM ANY COVENANT OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN, IF ANY, UNLESS AND ONLY TO THE EXTENT THAT SAID COVENANT (A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED STATES CODE OR (B) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE AGAINST HANDICAPPED PERSONS) AS SET FORTH IN THE DOCUMENT. RECORDED: IN BOOK 527 PAGE 304, OF DEEDS F 5. AN EASEMENT OR OTHER RIGHTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN THE DOCUMENT ABOVE MENTIONED. FOR: UTILITY INSTALLATION AFFECTS: THE REAR 5 FEET c 6 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT PURPOSE: PUBLIC STREET AND PUBLIC UTILITIES RECORDED: JUNE 10,1986 AS INSTRUMENT NO. 86-240840, OFFICIAL RECORDS AFFECTS: A PORTION OF SAID LAND H REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. ALTA Homeowner's Policy of Title Insurance ISSUED BY CHICAGO TITLE INSURANCE COMPANY HOSB--04/01/01bk SCHEDULE B Policyy Number: continued 860077240-A43 ri 7. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS RESERVED IN A DOCUMENT (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) PURPOSE: STREET RECORDED: JANUARY 22, 1987 AS INSTRUMENT NO. 87-37532, OFFICIAL RECORDS AFFECTS: THE SOUTHERLY 25 FEET L END OF SCHEDULE B ALTA Homeowner's Policy of Title Insurance Issued by CHICAGO TITLE INSURANCE COMPANY HOSBC--04/08/99bk LEGAL DESCRIPTION EXHIBIT Policy Number: 860077240 - A43 A PORTION OF LOT 6 IN BLOCK C OF TRACT 522, IN THE CITY OF HUNTINGTON BEACH, AS SHOWN ON A MAP THEREOF RECORDED 1N BOOK 19, PAGE 49 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 6 FOR THE TRUE POINT OF BEGINNING; THENCE SOUTH 0 DEG. 44' 45" EAST, 120.27 FEET, THENCE SOUTH 89 DEG. 23115" WEST, 61.65 FEET, THENCE NORTH 0 DEG. 44' 4511WEST 33 FEET; THENCE NORTH 89 DEG. 23' 15" EAST, 4.15 FEET; THENCE NORTH 0 DEG. 44' 451IW87.27 FEET; THENCE NORTH 89 DEG. 23' 15" EAST, 57.50 FEET TO THE TRUE POINT OF BEGINNING. "EXCEPTING THEREFROM ALL OIL,GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVELOPING, PRODUCING, REMOVING AND MARKETING SAID SUBSTANCES, "CITY OF HUNTINGTON BEACH (ORD. 2636, 21 SEP 83) HOL--1/14/99ak a. 0 a h fpn5 ',)* i 142- 10 for your aid i'i �� �1;n9 Your I,r.B wth CD L ,i r1 c i. i.,.... v o : by 0f 09 NICfZGU TITLE IN UR AiN 1_ 1 O AXETTE LOW - DRIVE TRACT P.M no-27 i i P-Y 264-25 F"------ P J0 130 I I PAR. 1 PAR. 2 P.M 156-40 P.M. 260-26 I12 CJ PAR. 1 PAR. 1 �q. s. a 101 ---- N 3 01 15 4 16 30 i O i d 17 aTi 18 � O O O 90 10 .11 14 LL 41 F14 "---- / I I BLK. A 115 ° m I1520• ea ss• roo W.. ea so' ss• 575d 576d ro• ro IM GLENCOE A VEN1+E § t e0-20' sa ea sa' 57-50• 57e0• 57,W 5/5o' s4' 54' 57ao' 57.ea 50• sd 51.5 57.eo• eo• eo• es•-- -40--— --�— --— - - I 1f you n Au.. PM. 121-30 P.M 202-20 P.M. 1 156-44 - 254-27 - 12 PAR. I PAR. 2 PAR t PAR. 2 12 20 10 D 0 04 0 O O O O 1 10 11 54 55 14 15 t6 52 I 53 19 tJ __ 1, = 100' A ' n Y BLK. B 11 102 ^ '�r i I1 14 11 1 2 Ir 3 T 4 11 5 6 7 1 6 9 10 J+ 15 _----8 N 2t 22 21 24 125 26 27 28 19 JO 15 00 2 ( 1 P.M. 66-JO P.M. 46-46 P-M.. 50-5 P.M -116-10 n • N 1 PAR. I PAR,1 PAR. 1 PAR. 2 PAR. I PAR. 2 P.M. 4J-16 p m O 39 38 040 36 35 34 33 32 ' 31 4 46 t 45 43 42 51 50 �7 , 26 48 16 _ 47__2 U 19 ? as.fa ss' ea » ea ss• s7so•r so• easy r .r »• vso• s]sd s��a a ea v to• w• m• es• ALHAMBRA � AVENUE m10' 11.50' yi-1111� 7"I'l ' 60' SS' 5750' 57.50' !7.!°' -S/.S Iq' 46' 6p' 11.511' 10' JI.50'N !7_!e' S75d 90' V n - P,M. 44-43 BLK. C _ p P. �' P.M. 45-3 tl_- - 3 ^• _ F F^ n ;PAR,1 PAR.?PAR. ' POR. LOT t0" (/) n PAR. 1 PAR. 2. " 17 ea 27 " O p O 11 O" s ° n 19 dl " 26 12 ry 29 30 28 O 12N0�2222 21 , 2h13 v1 !T 774 1 11103 69 ./ 03 eiSb —ar-p-°-+ POR. LOT 14 ss S T.a s7 a 18 b 7 8 4e• —°- — — — AVENUE — HEL b y� c� TRACT NO 522. M.M. .19-49 PARCEL,'MAP P.M. 44=43. 48-48. 68-30 ` MARCH 1962 PARCEL:MAP P.M .110-27.. 116 10. 156-44 NOTE - ASSESSOR S BLOCK d ASSESSOR'S MAP PARCEL NUMBERS BOOK 142 PAGE 10 PARCEL MAP P.M. 202-20.'.26Q 25."297-03 SHOWN IN,CIRCLES COUNhY OF ORANGE_ O EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations. This Exclusion l(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage providedunder Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 11, 13,or 14);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 13(b)of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 1 I(b). CONDITIONS 1. DEFINITION OF TERMS (D) successors to an Insured by its conversion to another kind of En- The following terms when used in this policy mean: tity; (a) "Amount of Insurance":The amount stated in Schedule A,as may be increased (E) a grantee of an Insured under a deed delivered without payment of or decreased by endorsement to this policy, increased by Section 8(b) or actual valuable consideration conveying the Title decreased by Section 10 of these Conditions. (1) if the stock,shares,memberships,or other equity interests (b) "Date of Policy":The date designated as"Date of Policy"in Schedule A. of the grantee are wholly-owned by the named Insured, (c) "Entity": A corporation,partnership,trust,limited liability company,or other (2) if the grantee wholly owns the named Insured,or similar,legal entity. (3) if the grantee is wholly-owned by an affiliated Entity of the (d) "Indebtedness":The obligation secured by the Insured Mortgage including named Insured,provided the affiliated Entity and the named one evidenced by electronic means authorized by law,and if that obligation is Insured are both wholly-owned by the same person or En- the payment of a debt,the Indebtedness is the sum of tity; (i) the amount of the principal disbursed as of Date of Policy; (F) any government agency or instrumentality that is an insurer or (ii) the amount of the principal disbursed subsequent to Date of Policy; guarantor under an insurance contract or guaranty insuring or guar- (iii) the construction loan advances made subsequent to Date of Policy for anteeing the Indebtedness secured by the Insured Mortgage, or the purpose of financing in whole or in part the construction of an im- any part of it,whether named as an Insured or not; provement to the Land or related to the Land that the Insured was and (ii) With regard to(A),(B),(C),(D),and(E)reserving,however,all rights continued to be obligated to advance at Date of Policy and at the date of and defenses as to any successor that the Company would have had the advance; against any predecessor Insured, unless the successor acquired the (iv) interest on the loan; Indebtedness as a purchaser for value without Knowledge of the asserted (v) the prepayment premiums,exit fees,and other similar fees or penalties defect,lien,encumbrance,or other matter insured against by this policy. allowed by law; (f) "Insured Claimant": An Insured claiming loss or damage. (vi) the expenses of foreclosure and any other costs of enforcement; (g) "Insured Mortgage": The Mortgage described in paragraph 4 of Schedule A. (vii) the amounts advanced to assure compliance with laws or to protect the (h) "Knowledge"or"Known": Actual knowledge,not constructive knowledge lien or the priority of the lien of the Insured Mortgage before the acqui- or notice that may be imputed to an Insured by reason of the Public Records sition of the estate or interest in the Title; or any other records that impart constructive notice of matters affecting the (viii)the amounts to pay taxes and insurance;and Title. (ix) the reasonable amounts expended to prevent deterioration of improve- (i) "Land": The land described in Schedule A,and affixed improvements that by ments; law constitute real property. The term"Land"does not include any property but the Indebtedness is reduced by the total of all payments and by any beyond the lines of the area described in Schedule A, nor any right, title, amount forgiven by an Insured. interest,estate,or easement in abutting streets,roads,avenues,alleys,lanes, (e) "Insured": The Insured named in Schedule A. ways,or waterways,but this does not modify or limit the extent that a right of (i) The term"Insured"also includes access to and from the Land is insured by this policy. (A) the owner of the Indebtedness and each successor in ownership of 0) "Mortgage": Mortgage,deed of trust, trust deed, or other security instru- the Indebtedness, whether the owner or successor owns the In- ment,including one evidenced by electronic means authorized by law. debtedness for its own account or as a trustee or other fiduciary, (k) "Public Records'.: Records established under state statutes at Date of Policy except a successor who is an obligor under the provisions of Sec- for the purpose of imparting constructive notice of matters relating to real tion 12(c)of these Conditions; property to purchasers for value and without Knowledge. With respect to (B) the person or Entity who has"control"of the"transferable record," Covered Risk 5(d),"Public Records"shall also include environmental pro- if the Indebtedness is evidenced by a"transferable record,"as these tection liens filed in the records of the clerk of the United States District terms are defined by applicable electronic transactions law; Court for the district where the Land is located. (C) successors to an Insured by dissolution,merger,consolidation,dis- (1) "Title": The estate or interest described in Schedule A. tribution,or reorganization; (m) "Unmarketable Title": Title affected by an alleged or apparent matter that terminate,including any liability or obligation to defend,prosecute,or continue would permit a prospective purchaser or lessee of the Title or lender on the any litigation,with regard to the matter or matters requiring such cooperation. Title or a prospective purchaser of the Insured Mortgage to be released from (b) The Company may reasonably require the Insured Claimant to submit to the obligation to purchase,lease,or lend if there is a contractual condition examination under oath by any authorized representative of the Company requiring the delivery of marketable title. and to produce for examination,inspection,and copying,at such reasonable times and places as may be designated by the authorized representative of the 2. CONTINUATION OF INSURANCE Company, all records, in whatever medium maintained, including books, The coverage of this policy shall continue in force as of Date of Policy in favor of ledgers,checks,memoranda,correspondence,reports,e-mails,disks,tapes, an Insured after acquisition of the Title by an Insured or after conveyance by an and videos whether bearing a date before or after Date of Policy,that reasonably Insured,but only so long as the Insured retains an estate or interest in the Land,or pertain to the loss or damage. Further, if requested by any authorized holds an obligation secured by a purchase money Mortgage given by a purchaser representative of the Company,the Insured Claimant shall grant its permission, from the Insured,or only so long as the Insured shall have liability by reason of in writing, for any authorized representative of the Company to examine, warranties in any transfer or conveyance of the Title. This policy shall not continue inspect,and copy all of these records in the custody or control of a third party in force in favor of any purchaser from the Insured of either(i)an estate or interest that reasonably pertain to the loss or damage. All information designated as in the Land,or(ii)an obligation secured by a purchase money Mortgage given to confidential by the Insured Claimant provided to the Company pursuant to the Insured. this Section shall not be disclosed to others unless,in the reasonable judgment of the Company,it is necessary in the administration of the claim. Failure of 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT the Insured Claimant to submit for examination under oath, produce any The Insured shall notify the Company promptly in writing(i)in case of any litiga- reasonably requested information,or grant permission to secure reasonably tion as set forth in Section 5(a)of these Conditions,(ii)in case Knowledge shall necessary information from third parties as required in this subsection,unless come to an Insured of any claim of title or interest that is adverse to the Title or the prohibited by law or governmental regulation,shall terminate any liability of lien of the Insured Mortgage,as insured,and that might cause loss or damage for the Company under this policy as to that claim. which the Company may be liable by,virtue of this policy,or(iii)if the Title or the lien of the Insured Mortgage,as insured,is rejected as Unmarketable Title. If the 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION Company is prejudiced by the failure of the Insured Claimant to provide prompt OF LIABILITY notice,the Company's liability to the Insured Claimant under the policy shall be In case of a claim under this policy,the Company shall have the following addi- reduced to the extent of the prejudice. tional options: (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the 4. PROOF OF LOSS Indebtedness. In the event the Company is unable to determine the amount of loss or damage,the (i) To pay or tender payment of the Amount of Insurance under this policy Company may, at its option, require as a condition of payment that the Insured together with any costs,attorneys' fees,and expenses incurred by the Claimant furnish a signed proof of loss. The proof of loss must describe the defect, Insured Claimant that were authorized by the Company up to the time lien,encumbrance,or other matter insured against by this policy that constitutes the of payment or tender of payment and that the Company is obligated to basis of loss or damage and shall state,to the extent possible,the basis of calculat- pay;or ing the amount of the loss or damage. (ii) To purchase the Indebtedness for the amount of the Indebtedness on the date of purchase,together with any costs,attorneys'fees,and expenses 5. DEFENSE AND PROSECUTION OF ACTIONS incurred by the Insured Claimant that were authorized by the Company (a) Upon written request by the Insured,and subject to the options contained in up to the time of purchase and that the Company is obligated to pay. Section 7 of these Conditions,the Company,at its own cost and without un- When the Company purchases the Indebtedness,the Insured shall transfer, reasonable delay,shall provide for the defense of an Insured in litigation in assign,and convey to the Company the Indebtedness and the Insured Mort- which any third party asserts a claim covered by this policy adverse to the gage,together with any collateral security. Insured. This obligation is limited to only those stated causes of action alleg- Upon the exercise by the Company of either of the options provided for in subsec- ing matters insured against by this policy. The Company shall have the right tions(a)(i)or(ii),all liability and obligations of the Company to the Insured under to select counsel of its choice(subject to the right of the Insured to object for this policy, other than to make the payment required in those subsections, shall reasonable cause)to represent the Insured as to those stated causes of action. terminate, including any liability or obligation to defend,prosecute,or continue It shall not be liable for and will not pay the fees of any other counsel. The any litigation. Company will not pay any fees,costs,or expenses incurred by the Insured in (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the the defense of those causes of action that allege matters not insured against by Insured Claimant. this policy. (i) to pay or otherwise settle with other parties for or in the name of an (b) The Company shall have theright, in addition to the options contained in Insured Claimant any claim insured against under this policy. In addi- Section 7 of these Conditions,at its own cost,to institute and prosecute any tion,the Company will pay any costs,attorneys'fees,and expenses in- action or proceeding or to do any other act that in its opinion maybe neces- curred by the Insured Claimant that were authorized by the Company sary or desirable to establish the Title or the lien of the Insured Mortgage,as up to the time of payment and that the Company is obligated to pay;or insured,or to prevent or reduce loss or damage to the Insured. The Company (ii) to pay or otherwise settle with the Insured Claimant the loss or damage may take any appropriate action under the terms of this policy,whether or not provided for under this policy,together with any costs,attorneys'fees, it shall be liable to the Insured. The exercise of these rights shall not be an and expenses incurred by the Insured Claimant that were authorized by admission of liability or waiver of any provision of this policy. If the Com- the Company up to the time of payment and that the Company is obli- pany exercises its rights under this subsection,it must do so diligently. gated to pay. (c) Whenever the Company brings an action or asserts a defense as required or Upon the exercise by the Company of either of the options provided for in subsec- permitted by this policy,the Company may pursue the litigation to a final tions(b)(1)or(ii),the Company's obligations to the Insured under this policy for determination by a court of competent jurisdiction,and it expressly reserves the claimed loss or damage,other than the payments required to be made, shall the right,in its sole discretion,to appeal any adverse judgment or order. terminate, including any liability or obligation to defend,prosecute, or continue any litigation. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or S. DETERMINATION AND EXTENT OF LIABILITY provide for the defense ofany action or proceeding and any appeals,the Insured This policy is a contract of indemnity against actual monetary loss or damage shall secure to the Company the right to so prosecute or provide defense in sustained or incurred by the Insured Claimant who has suffered loss or damage by the action or proceeding,including the right to use,at its option,the name of reason of matters insured against by this policy. the Insured for this purpose. Whenever requested by the Company,the Insured, (a) The extent of liability of the Company for loss or damage under this policy at the Company's expense,shall give the Company all reasonable aid(i)in shall not exceed the least of securing evidence,obtaining witnesses,prosecuting or defending the action (i) the Amount of Insurance, or proceeding,or effecting settlement,and(ii)in any other lawful act that in (ii) the Indebtedness, the opinion of the Company may be necessary or desirable to establish the (iii) the difference between the value of the Title as insured and the value of Title,the lien of the Insured Mortgage,or any other matter as insured. If the the Title subject to the risk insured against by this policy,or Company is prejudiced by the failure of the Insured to furnish the required (iv) if a government agency or instrumentality is the Insured Claimant,the cooperation,the Company's obligations to the Insured under the policy shah amount it paid in the acquisition of the Title or the Insured Mortgage in satisfaction of its insurance contract or guaranty. (b) If the Company pursues its rights under Section 5 of these Conditions and is the amount,if any,lost to the Company by reason of the impairment by unsuccessful in establishing the Title or the lien of the Insured Mortgage,A the Insured Claimant of the Company's right of subrogation. insured, (c) The Company's Rights Against Noninsured Obligors (i) the Amount of Insurance shall be increased by 10%,and The Company's right of subrogation includes the Insured's rights against non- (ii) the Insured Claimant shall have the right to have the loss or damage insured obligors including the rights of the Insured to indemnities,guaran- determined either as of the date the claim was made by the Insured ties,other policies of insurance,or bonds,notwithstanding any terns or con- Claimant or as of the date it is settled and paid. ditions contained in those instruments that address subrogation rights. (c) In the event the Insured has acquired the Title in the manner described in The Company's right of subrogation shall not be avoided by acquisition of Section 2 of these Conditions or has conveyed the Title,then the extent of the Insured Mortgage by an obligor(except an obligor described in Section liability of the Company shall continue as set forth in Section 8(a)of these 1(e)(i)(F)of these Conditions)who acquires the Insured Mortgage as a result Conditions. of an indemnity,guarantee,other policy of insurance,or bond,and the obli- (d) In addition to the extent of liability under(a),(b),and(c),the Company will gor will not be an Insured under this policy. also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 13. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall 9. LIMITATION OF LIABILITY be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the (a) If the Company establishes the Title,or removes the alleged defect,lien,or American Land Title Association("Rules"). Except as provided in the Rules,there encumbrance,or cures the lack of a right of access to or from the Land,or shall be no joinder or consolidation with claims or controversies of other persons. cures the claim of Unmarketable Title,or establishes the lien of the Insured Arbitrable matters may include,but are not limited to,any controversy or claim Mortgage, all as insured, in a reasonably diligent manner by any method, between the Company and the Insured arising out of or relating to this policy,any including litigation and the completion of any appeals,it shall have fully per- service in connection with its issuance or the breach of a policy provision,or to any formed its obligations with respect to that matter and shall not be liable for other controversy or claim arising out of the transaction giving rise to this policy. any loss or damage caused to the Insured. All arbitrable matters when the Amount of Insurance is$2,000,000 or less shall be (b) In the event of any litigation,including litigation by the Company or with the arbitrated at the option of either the Company or the Insured. All arbitrable matters Company's consent,the Company shall have no liability for loss or damage when the Amount of Insurance is in excess of$2,000,000 shall be arbitrated only until there has been a final determination by a court of competent jurisdiction, when agreed to by both the Company and the Insured. Arbitration pursuant to this and disposition of all appeals,adverse to the Title or to the lien of the Insured policy and under the Rules shall be binding upon the parties. Judgment upon the Mortgage,as insured. award rendered by the Arbitrator(s)may be entered in any court of competent juris- (c) The Company shall not be liable for loss or damage to the Insured for liability diction. voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 14.LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT (a) This policy together with all endorsements,if any,attached to it by the Com- 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF pany is the entire policy and contract between the Insured and the Company. LIABILITY In interpreting any provision of this policy,this policy shall be construed as a (a) All payments under this policy,except payments made for costs,attorneys' whole. fees,and expenses,shall reduce the Amount of Insurance by the amount of (b) Any claim of loss or damage that arises out of the status of the Title or lien of the payment. However,any payments made prior to the acquisition of Title as the Insured Mortgage or by any action asserting such claim shall be restricted provided in Section 2 of these Conditions shall not reduce the Amount of to this policy. Insurance afforded under this policy except to the extent that the payments (c) Any amendment of or endorsement to this policy must be in writing and au- reduce the Indebtedness. thenticated by an authorized person,or expressly incorporated by Schedule A (b) The voluntary satisfaction or release of the Insured Mortgage shall terminate of this policy. all liability of the Company except as provided in Section 2 of these Condi- (d) Each endorsement to this policy issued at any time is made a part of this tions. policy and is subject to all of its terms and provisions. Except as the endorse- ment expressly states,it does not(i)modify any of the terms and provisions 11. PAYMENT OF LOSS of the policy,(ii)modify any prior endorsement,(iii)extend the Date of Policy, When liability and the extent of loss or damage have been definitely fixed in accor- or(iv)increase the Amount of Insurance. dance with these Conditions,the payment shall be made within 30 days. 15. SEVERABILITY 12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT In the event any provision of this policy,in whole or in part, is held invalid or (a) The Company's Right to Recover unenforceable under applicable law,the policy shall be deemed not to include that Whenever the Company shall have settled and paid a claim under this policy, provision or such part held to be invalid,but all other provisions shall remain in full it shall be subrogated and entitled to the rights of the Insured Claimant in the force and effect. Title or Insured Mortgage and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the 16. CHOICE OF LAW;FORUM extent of the amount of any loss,costs,attorneys'fees,and expenses paid by (a) Choice of Law: The Insured acknowledges the Company has underwritten the Company. If requested by the Company,the Insured Claimant shall ex- the risks covered by this policy and determined the premium charged therefor ecute documents to evidence the transfer to the Company of these rights and in reliance upon the law affecting interests in real property and applicable to remedies. The Insured Claimant shall permit the Company to sue,compro- the interpretation,rights,remedies,or enforcement of policies of title insurance mise,or settle in the name of the Insured Claimant and to use the name of the of the jurisdiction where the Land is located. Insured Claimant in any transaction or litigation involving these rights and Therefore,the court or an arbitrator shall apply the law of the jurisdiction remedies. where the Land is located to determine the validity of claims against the Title If a payment on account of a claim does not fully cover the loss of the Insured or the lien of the Insured Mortgage that are adverse to the Insured and to Claimant,the Company shall defer the exercise of its right to recover until interpret and enforce the terms of this policy. In neither case shall the court or after the Insured Claimant shall have recovered its loss. arbitrator apply its conflicts of law principles to determine the applicable law. (b) The Insured's Rights and Limitations (b) Choice of Forum: Any litigation or other proceeding brought by the Insured (i) The owner of the Indebtedness may release or substitute the personal against the Company must be filed only in a state or federal court within the liability of any debtor or guarantor,extend or otherwise modify the terms United States of America or its territories having appropriate jurisdiction. of payment,release a portion of the Title from the lien of the Insured Mortgage,or release any collateral security for the Indebtedness,if it 17. NOTICES,WHERE SENT does not affect the enforceability or priority of the lien of the Insured Any notice of claim and any other notice or statement in writing required to be Mortgage. given to the Company under this policy must be given to the Company at (ii) If the Insured exercises a right provided in(b)(i),but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage in- Chicago Title Insurance Company sured against by this policy,the Company shall be required to pay only National Claims Administration that part of any losses insured against by this policy that shall exceed P.O.Box 45023 Jacksonville,Florida 32232-5023 � } k � / . ; { § « \ "'Op-GO ƒ \ k ® ® ) } � » 4 \ �C£ c� S \ k � / . CHICAGO \ . \ } TITLE INSURANCE / \ \ COMPANY \ . P.O. Box 4502 ƒ \ Jacksonville, Flofa 32 32 502 / , 7Z &Lb L�/ Council/Agency Meeting Held: J 7- a-Sp0r Deferred/Continued to' 1444'11t�uz:� Appr ved ❑ Condition Ily Approved ❑ Denied City erk' Signat Council Meeting Date, 3/17/2008 Department ID Number: ED 08-07 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMB01 SUBMITTED BY: PAUL EMERY, INTERIM CITY ADMINISTRATOR PREPARED BY: STANLEY SMALEWITZ, DIRECTOR OF ECONO IC D V LOPMEN TRAVIS K. HOPKINS, PE, DIRECTOR O PUBLIC Wthld SUBJECT: APPROVE HEIL AVE. WIDENING IMPROVEMENT PROJECT LAND PURCHASE (7882 ALHAMBRA AVENUE) Statement of issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: An agreement in the amount of $850,000 for the purchase of the real property at 7882 Alhambra Avenue (APN 142-103-20), is submitted for approval (Attachment #1). Acquisition of this property is necessary to complete improvements for the widening of Heil Avenue between Beach Blvd. and Silver Lane. Funding Source: Funds in the amount of$858,000 are budgeted in the Traffic Impact Fund, Heil Avenue Street Widening, Land Purchase, Account No. 20690009.81100. Recommended Action: Motion to: 1. Approve the Purchase and Sale Agreement and Joint Escrow Instructions; and 2. Authorize the Mayor and City Clerk to execute the agreement and other related necessary documents. Alternative Action(s): Do not approve the purchase agreement for 7882 Alhambra Avenue and direct staff to renegotiate the acquisition terms with Robert James Warner and Jeffrey James Warner. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 3/17/2008 DEPARTMENT ID NUMBER: ED 08-07 Analysis: The Heil Avenue Widening Project (CC-1230) will construct the street improvements necessary to widen the north side of Heil Avenue between Silver Lane and Beach Boulevard to its full 80-foot secondary arterial street width. Currently, this segment of Heil Avenue provides one through-lane in each direction, bike lanes, and a striped median. The widened street section will provide one additional through-lane in each direction. This project includes relocation of existing utility poles and the construction of new asphalt pavement, concrete curb, gutter, sidewalk, and street lights. An eight-foot high wall will be constructed along the proposed northerly right-of-way. The subject property (APN 142-103-20) is one of seven parcels that is required for this project, four of which only require partial acquisitions. This property is the final of three full acquisitions required; only two additional partial acquisitions remain. At such time as the remaining two partial property offers are accepted, those agreements will be submitted to City Council for approval. The amount of all offers to purchase made by the City for this project is consistent with real estate market values as described in the appraisal reports provided by Netzer and Associates. The Purchase and Sale Agreement and Joint Escrow Instructions (Attachment 1) include the market purchase price for the property, along with relocation assistance and benefits totaling $850,000. City staff has negotiated the terms of the purchase agreement, and the property owner has voluntarily agreed to the purchase. All funds for this project are budgeted in the Traffic Impact Fund. Award of the project construction contract is estimated for June 2008 with construction scheduled to begin shortly thereafter. A map showing the subject property is included as Exhibit B of the Purchase and Sale Agreement. Strategic Plan Goal: C-1 Improve transportation by providing an additional through-lane in each direction. Environmental Status: Not applicable to property purchase. Attachment(s): . - . - . `I)e9ceiption, 1. Purchase and Sale Agreement and Joint Escrow Instructions .2. 3/5/2008 1:54 PM ATTACHMENT # 1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of /y)A C# /--7, o900&' ("Effective Date"), by and between ROBERT JAMES WARNER, an unmarried man and JEFFREY JAMES WARNER, a single man, as joint tenants (hereinafter called "Seller" or), and the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California("Buyer" or"City"). Seller and Buyer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Seller is the owner in fee of that certain real property consisting of approximately 5,511 square feet of land located at 7882 Alhambra Avenue, City of Huntington Beach, County of Orange, State of California (APN 142-103-20) as more particularly described in the legal description and map depiction attached to this Agreement as Exhibit "A," and incorporated herein by this reference. WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller, upon the terms and conditions set forth in this Agreement, the Land, together with all improvements located thereon, all easements, licenses, and interests appurtenant thereto, and all land entitlements, owned or held by Seller in connection with the Land (collectively, the "Property"). NOW THEREFORE, in consideration of the mutual agreements set forth herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: AGREEMENT SECTION 1. PURCHASE AND SALE OF PROPERTY. 1.1 Agreement to Purchase. Subject to all the terms, conditions, and provisions of this Agreement, and for the consideration herein set forth, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller,the Property. 1.2 Amount of Purchase Price. The purchase price which Seller agrees to accept and Buyer agrees to pay for the Property is the sum of the total sum of Eight Hundred Fifty Thousand Dollars ($850,000.00) which consist of Property including any business good will in the sum of $830,000.00 and relocation cost in the sum of $20,000.00 (together "Purchase Price"). The Purchase Price shall represent full and complete compensation for rights and interests being acquired herein by the Buyer including, without limitation, real property, fixtures and equipment, loss of business goodwill, bonus value, loss of inventory, equipment, patronage, lost 07-1147 001/19517 1 opportunities, relocation assistance, costs, attorneys' fees and damages. Payment made pursuant to this Agreement shall be deemed legal and constitutional consideration/compensation. 1.3 Condemnation. Buyer and Seller acknowledge and agree that no event of condemnation is contemplated in this transaction. 1.4 Additional Compensation/Consideration. Seller hereby waives the right to further and greater compensation/consideration and to have the adequacy of compensation and/or consideration determined or re-determined in a court of law or equity, by a judge or a jury. Seller understands and knowingly agrees that this waiver shall extend to constitutional claims of whatever kind or nature that may be brought under the California and United States Constitutions and the federal civil rights statutes including, without limitation, claims arising under 42 U.S.C. Section 1983. 1.5 Release. Seller, on behalf of itself and its successors in interest, its heirs, executors, administrators and assigns hereby fully releases City, its officials, officers, employees, agents and their heirs, executors, administrators, assigns, successors in interest and all other persons and associations, known or unknown, from all claims and causes of action, of whatever kind or nature, which may presently exist or which may come into existence by reason of the City's acquisition of the Property. Section 1542 Waiver. Seller is aware of California Civil Code section 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Seller waives any rights accruing to it under section 1542 or other statute or judicial decision of similar effect. 1.6 Advice of Independent Counsel. Seller acknowledges and warrants that it has entered into this Agreement and executed this release freely and voluntarily. Seller represents and warrants that in executing this Agreement including this waiver and release, Seller is aware that Seller may confer with and has conferred with an attorney regarding the terms of this Agreement. 1.7 Payment of Purchase Price. No later than 1:00 p.m. on the business day preceding the Closing Date (as that term is defined in Section 3.2) or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall deposit with Escrow Holder the Purchase Price, less any previously deposited amounts as required hereunder. 1.8 Notice of Benefits. Wherever applicable, Seller has been advised of the right to receive relocation benefits and assistance and to claim compensation for loss of business goodwill, if any. Seller hereby acknowledges receiving such notice from City. 07-1147 001/19517 2 1.9 Retention of Cash. All cash received by Escrow Holder will be, until the Close of Escrow, kept on deposit in a federally insured state or national bank. 1.10 Interest. Escrow Holder shall be required to hold any and all deposits in an interest-bearing account, with interest accruing for the benefit of the Seller. SECTION 2. INSPECTIONS AND REVIEW. 2.1 Delivery of Due Diligence Materials. Within ten (10) business days of the Effective Date, Seller shall deliver to Buyer all documents, reports, agreements, or other items in its possession or control relating to the Property, including without limitation the following (collectively, the "Due Diligence Materials"): (i) all licenses, leases, and permits affecting or relating to the ownership, subdivision, possession or development of the Property or the construction of improvements thereon, and all amendments and modifications thereto; (ii) applications and correspondence or other written communications to or from any governmental entity, department or agency other than Buyer regarding any permit, approval, consent or authorization with respect to the development of the Property or the construction of improvements thereon; (iii) the most recent survey, if any, pertaining to the Property or any portion thereof, and (iv) soils reports, engineering data, environmental reports, and other data or studies pertaining to the Property or any portion thereof. 2.2 Inspections. Buyer and its representatives, agents, engineers, consultants, contractors, and designees shall have the right to enter onto the Property from and after the Effective Date through and including the date which is thirty-one (31) days after the Effective Date (the "Due Diligence Period"), for purposes of examining, inspecting and investigating the Property including the site, soil, subsurface soils, drainage, seismic and other geological and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes, if any, and, at Buyer's sole and absolute discretion, determining whether the Property is acceptable to Buyer. In the event that Buyer enters upon Property at anytime prior to the Close of Escrow, Buyer hereby agrees to indemnify, defend, and hold Seller harmless from any actions, damages, liability, liens or claims which may be asserted against Seller as a result of entry or activities on or about the Property. After entering onto the Property before the Close of Escrow, Buyer shall, in a timely manner, repair any and all damage to the Property caused by such inspections or investigations. 2.3 Disclaimer of Warranties. Upon the Close of Escrow, Buyer shall acquire the Property in its "AS-IS" condition and shall be responsible for any defects in the Property, whether patent or latent, including, without limitation, the physical, environmental and geotechnical condition of the Property. Seller makes no representation or warranty concerning the physical, environmental, geotechnical or other condition of the Property, the suitability of the Property for the Project, or the present use of the Property, and specifically disclaims all representations or warranties of any nature concerning the Property made by it, the District and their employees, agents and representatives. 07-1147 001/19517 3 2.4 Disapproval/Termination. Buyer shall notify Seller and Escrow Holder in writing ("Buyer's Due Diligence Notice") on or before the expiration,of the Due Diligence Period of Buyer's approval or disapproval of the Due Diligence Materials, the condition of the Property and Buyer's investigations with respect thereto. Buyer's disapproval of any of said items shall constitute Buyer's election to terminate this Agreement and cancel the Escrow. 2.5 Title Review. Within ten (10) business days after the Effective Date, Buyer shall obtain a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Buyer, plotting all easements specified therein (collectively, the "Title Report"). Buyer shall notify Seller in writing ("Buyer's Objection Notice") on or before the expiration of the Due Diligence Period of any objections Buyer may have to the title exceptions contained in the Preliminary Title Report. Buyer's failure to provide Seller with a Buyer's Objection Notice within said period shall constitute Buyer's approval of all exceptions to title shown on the Preliminary Title Report. Seller shall have a period of ten (10) days after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer("Seller's Notice") of Seller's election to either(i) agree to remove or cure the objectionable items prior to the Close of Escrow, or(ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall have the right, by written notice delivered to Seller within ten (10) days after Buyer's receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in which event Seller's election to terminate the Escrow shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without any adjustment to or credit against the Purchase Price. Upon the issuance of any amendment-or supplement to the Title Report which adds additional exceptions, or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to ten (10) business days following Buyer's and Buyer's attorney's receipt of the instrument(s) creating such additional exceptions. SECTION 3. ESCROW. 3.1 Escrow Instructions; Opening; - of Escrow. This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder as well as an agreement between Buyer and Seller. In the event of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail. Parties shall open escrow on the Effective Date, with Chicago Title Company ("Escrow Holder") at its offices located at 11811 South Street, Cerritos, CA, Tel:(562) 860-5510; Fax: (562) 860-9640 by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement is delivered to Escrow Holder (the "Opening of Escrow"). Escrow Holder shall provide each of the parties in Section 6.3 with written confirmation of the date of the Opening of Escrow. Chicago Title Company shall also provide title insurance services related to this Agreement through Chicago Title Company. 07-1147 001/19517 4 3.2 Close of Escrow; Closing; Date. Escrow shall close no later than five (5) calendar days after (1) the expiration of the Due Diligence Period, and (2) the date on which all of the conditions to closing described in Section 4 below have been satisfied (the "Closing Date"). The terms the "Close of Escrow", and/or the "Closing" are used herein to mean the date the Grant Deed (as the term is defined in Section 3.4 herein) is recorded in the Office of the County Recorder, County of Orange, California. In no event shall the Close of Escrow occur later than forty five (45) days ("Outside Closing Date"). 3.3 Deliveries by Seller. No later than 1:00 p.m. on the business day preceding the Closing Date, Seller shall deliver to Escrow Holder: (a) a grant deed in the form of Exhibit "B" attached to this Agreement (the "Grant Deed") conveying to Buyer fee simple title to the Property, duly executed and acknowledged by Seller; (b) a certificate of non-foreign status in the form attached hereto as Exhibit "Din and California Franchise Tax Board Form 590-RE, each executed by Seller; (c) all other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including Seller's portion of prorations, if any. 3.4 Deliveries by Buyer. No later than 1:00 p.m. on the business day preceding the Closing Date, Buyer shall deliver to Escrow Holder: (a) the Purchase Price; (b) a Public Agency Certificate of Acceptance in the form attached hereto as Exhibit "C"; (c) all other sums and documents required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement, including the Escrow fees and Buyers'portion of prorations, if any. 3.5 Closing, Recording; and Disbursements. On or before the Closing Date, and when all of the conditions precedent to the Close of Escrow set forth in Section 4 of this Agreement have been satisfied or waived in writing, Escrow Holder shall take the actions set forth in this Section. 3.5.1 Recording. Escrow Holder shall cause this Agreement and the Grant Deed to be recorded in the Official Records of Orange County, California. 3.5.2 Disbursement of Funds. Escrow Holder shall disburse to Seller the remainder of the Purchase Price, less those mutually agreed upon prorations chargeable to Seller, if any. 3.5.3 Title Policy. Escrow Holder shall deliver to Buyer a commitment to issue the Title Policy referred to in Section 4.1.3 of this Agreement. 3.5.4 Delivery of Documents to Buyer. Escrow Holder shall deliver to Buyer a conformed copy of the Grant Deed, and any other documents (or copies thereof) deposited by Seller with Escrow Holder pursuant to this Agreement. The original of the Grant Deed shall be returned to Buyer after recordation. 3.5.5 Delivery of Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Grant Deed, and any other documents (or copies thereof) deposited by Buyer with Escrow Holder pursuant to this Agreement. 07-1147 001/19517 5 3.5.6 Real Property Taxes. All non-delinquent general and special real property taxes and assessments shall be prorated to the Close of Escrow. Seller at its sole cost and expense shall pay any delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property. 3.6 Payment of Costs. Seller and Buyer shall pay, in equal shares, all title insurance premiums for the CLTA standard owner's form policy. Buyer shall pay all charges for recording the Grant Deed and all documentary transfer taxes, and the title insurance premium for any additional cost of obtaining any additional coverage requested by the Buyer, including the difference between an CLTA standard owner's policy and an ALTA extended owner's policy. Seller and Buyer shall each be responsible for their respective attorneys' fees. Seller and Buyer shall bear the cost of any and all Escrow fees, and all costs of Escrow not specifically allocated in this Agreement, in equal shares. 3.7 Time is of the Essence in These Instructions and Escrow Is To Close As Soon As Possible. If (except for deposit of money by the City, which shall be made by the City upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within 60 days from date of these instructions, any party who then shall have fully complied with the instructions may, in writing, demand the return of money or property; but if none have complied no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. SECTION 4. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 4.1 Conditions to Buyer's Obligations. Buyer's obligation to purchase the Property, and the Close of Escrow, shall be subject to the satisfaction or written waiver by Buyer of each of the conditions precedent set forth in this Section 4.1. 4.1.1 Seller's Performance. Seller is not in material default of any term or condition of this Agreement. 4.1.2 Seller Deliveries Made. Seller has deposited with Escrow Holder all documents required of Seller by this Agreement. 4.1.3 Title Policy. Escrow Holder has committed to issue to Buyer an CLTA standard, or at Buyer's choice, an extended coverage owner's policy of title insurance ("Title Policy"), with liability in the amount of the Purchase Price, showing fee title to the Property vested in the Buyer, subject only to: (a) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Escrow Holder, 07-1147 001/19517 6 (b) title exceptions resulting from documents being recorded or delivered through Escrow pursuant to this Agreement; and (c) any other exceptions approved in writing by Buyer. The terms of sub-sections (a) through (c), inclusive, being herein collectively referred to as the "Permitted Exceptions." 4.1.4 Representations and Warranties. All representations and warranties made by Seller in this Agreement are true and correct as of the Closing as though made at that time. 4.2 Conditions to Seller's Obligations. Seller's obligations to convey the Property, and the Close of Escrow, shall be subject to the satisfaction or written waiver by Seller of each of the conditions precedent set forth in this Section 4.2. 4.2.1 Buyer's Performance. Buyer is not in material default of any term or condition of this Agreement. 4.2.2 Buyer Deliveries Made. Buyer has deposited with Escrow Holder all sums and documents required of Buyer by this Agreement. 4.2.3 Representations and Warranties. All representations and warranties made by Buyer in this Agreement are true and correct as of the closing as though made at that time. 4.3 Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by Buyer or Seller, each Party shall use its diligent best efforts, in good faith, and at its own cost, to satisfy such condition. Where satisfaction of any of the foregoing conditions requires the approval of a Party, such approval shall be in such Party's sole and absolute discretion. 4.4 Waiver. Buyer may at any time or times, at its election, waive any of the conditions set forth in Section 4.1 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Buyer and delivered to Seller. Seller may at any time or times, at its election, waive any of the conditions set forth in Section 4.2 above to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by Seller and delivered to Buyer. 4.5 Termination. In the event each of the conditions set forth in Section 4.1 is not fulfilled within the time provided by the terms of this Agreement or waived by Buyer pursuant to Section 4.4, Buyer may, at its option, terminate this Agreement and the Escrow opened hereunder, thereby releasing the Parties from further obligations related to the purchase and sale of the Property hereunder. In such an event of termination by Buyer, Buyer shall be entitled to a refund of any payments then made, if any. In the event that the conditions set forth in Section 4.2 are not fulfilled within the time periods provided by this Agreement or waived prior to the Closing Date, Seller may, at its option, terminate this Agreement and the Escrow opened hereunder, thereby releasing the Parties from further obligations related to the purchase and sale of the Property hereunder. In the event this Agreement is terminated by either Party, all 07-1147 001/19517 7 documents delivered by Seller to Buyer or Escrow Holder shall be returned within a reasonable time to Seller and all documents delivered by Buyer to Seller or Escrow Holder shall be returned within a reasonable time to Buyer. Nothing in this Section 4.5 shall be construed as releasing any Party from liability for any default of its obligations hereunder or breach of its representations and warranties under this Agreement occurring prior to the termination of this Agreement and/or the Escrow to be opened hereunder. SECTION 5. REPRESENTATIONS AND WARRANTIES. 5.1 Seller's Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which (i) is material and relied upon by Buyer in making its determination to enter into this Agreement, (ii) is true in all respects as of the date hereof and shall be true in all respects on the Closing Date, and (iii) shall survive the Close of Escrow (a) Seller has full right, power, and authority to enter into this Agreement and perform Seller's obligations hereunder. This Agreement and all other documents delivered by Seller to Buyer now or at the Close of Escrow, have been or will be duly executed and delivered by Seller and are legal, valid, and binding obligations of Seller, sufficient to convey to Buyer good and marketable title to the Property, are enforceable in accordance with their respective terms, and do not violate any provisions of any agreement to which Seller is a party. (b) To the best of Seller's knowledge, there are no pending or threatened actions, suits, writs, injunctions, decrees, legal proceedings or governmental investigations against or affecting the Property or relating to the ownership, maintenance, use or operation of the Property. (c) There are no leases or other agreements relating to the right of possession and/or occupancy of the Property. If Seller becomes aware of any act or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by Seller hereunder, whether as of the date given or any time thereafter through the Closing Date, Seller will give immediate written notice of such changed fact or circumstance to Buyer, but such notice shall not release Seller of any liabilities or obligations with respect thereto. 5.1.1 Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of 07-1147 001/19517 8 the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by Liability Act, 42. U.S.C. Section 9601 et seq. (42 U.S.C. section 9601). 5.1.2 To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 5.1.3 Indemnity. Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, Page 5 of 6 permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 5.2 Buyer's Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller, which(i) is material and relied upon by Seller in making its determination to enter into this Agreement, (ii) is true in all respects as of the date hereof and shall be true in all respects on the Closing Date, and (iii) shall survive the Close of Escrow: Buyer has full right, power, and authority to enter into this Agreement and perform Buyer's obligations hereunder. This Agreement and all other documents delivered by Buyer to Seller now or at the Close of Escrow, have been or will be duly executed and delivered by Buyer and are 07-1147 001/19517 9 legal, valid, and binding obligations of Buyer, are enforceable in accordance with their respective terms, and do not violate any provisions of any agreement to which Buyer is a party. If Buyer becomes aware of any act or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by Buyer hereunder, whether as of the date given or any time thereafter through the Closing Date, Buyer will give immediate written notice of such changed fact or circumstance to Seller, but such notice shall not release Buyer of any liabilities or obligations with respect thereto. 5.3 Brokerage Commissions. Seller and Buyer each represents and warrants to the other that no third party is entitled to a broker's commission and/or finder's fee with respect to the transactions contemplated by this Agreement. Each party agrees to indemnify and hold the other harmless from and against all 'liabilities, costs, damages, and expenses, including without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any,to pay a broker's commission and/or finder's fee. SECTION 6. MISCELLANEOUS. 6.1 Costs of Conveyance. All costs not otherwise identified and addressed herein related to Seller's grant and conveyance of the Property to Buyer shall be borne equally by the Parties. 6.2 Attorneys' Fees; Litigation. If either Party commences an action against the other Party arising out of or in connection with this Agreement, each party shall bear their own legal cost including expert witness fees and costs, and fees for discovery and appeal. The only remedies available to either Party in the enforcement of this Agreement or any obligation under this agreement shall be for injunctive relief, specific performance, and similar equitable remedies. No other remedy, including any remedy for damages shall be available to either Party in the enforcement of this Agreement or in the event of a default under the terns of this Agreement. In addition, neither Party shall be obligated for any economic nor consequential damages, nor damages for lost profit or any other damages of like kind or nature in the event of a default on the part of the other Party. 6.3 Notices. All notices required to be delivered under this Agreement to the other Party must be in writing and shall be effective (i) when personally delivered by the other Party or messenger or courier thereof; (ii) upon receipt by the other Party or refusal to accept delivery by the other Party of United States mail, registered or certified; (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the Parties may hereafter designate by written notice to the other Parties hereto: 07-1147 001/19517 10 To Buyer: To Seller: City of Huntington Beach Robert Warner and 2000 Main Street Jeffrey Warner Huntington Beach, CA 92646 7882 Alhambra Avenue Fax: (714) 374-1590 Huntington Beach, CA 92647 Tel: (714) 536-5575 Fax: N/A Tel: (714) 847-0017 With copy to: Jennifer McGrath, City Attorney P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 Fax: (714) 374-1590 Tel: (714) 536-5555 6.4 Authority. The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. 6.5 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart. 6.6 Assignment. Neither Party shall assign this Agreement nor any right or privilege either party might have under this Agreement without the prior written consent of the other Party. 6.7 Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights upon any party not signatory to this Agreement. 6.8 Binding on Heirs. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives,transferees, successors, and assigns. 6.9 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 6.10 Entire Agreement, Waivers and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the Parties with respect to all or part of the subject matter thereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Party to be charged. Any amendment or modification to this Agreement must be in writing and executed by Seller and Buyer. 07-1147 001/19517 11 6.11 Exhibits. Exhibits "A," B," "C," and "D" attached to this Agreement are incorporated herein by this reference and made a part hereof. Said Exhibits are identified as follows: "A" - LEGAL DESCRIPTION OF LAND "B" - GRANT DEED "C" - PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE "D" -NON-FOREIGN AFFIDAVIT 6.12 Effect of Recitals. The Recitals above are deemed true and correct, are hereby incorporated into this Section as though fully set forth herein, and Seller and Buyer acknowledge and agree that they are each bound by the same. 6.13 Section References. Any reference to any section of this Agreement cited without a decimal includes all sections following the cited section. For example, a reference to Section 5 includes 5.1, 5.1(a), et seq. 6.14 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 6.15 Interpretation: Governing. Law. This Agreement shall be construed according to its fair meaning and as if prepared by both Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 6.16 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement shall survive the Close of Escrow. 6.17 Conflicts of Interest. No director, officer, official, representative, agent or employee of the Buyer or Seller shall have any financial interest, direct or indirect, in this Agreement. 6.18 Nondiscrimination. There shall be no discrimination by Seller or Buyer against any person on account of race, color, religion, sex, marital status, national origin, or ancestry in the performance of their respective obligations under this Agreement. 6.19 Rights and Remedies are Cumulative. Except as may be otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of its right or remedies shall not preclude the exercise by it, at the same time or at different times, or any other rights or remedies for the same default or any other default by another party. 6.20 Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein 07-1147 001/19517 12 and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either party the Agreement shall forthwith be physically amended to make such insertion or correction. 6.21 Cooperation. Buyer and Seller acknowledge that it may be necessary to execute documents other than those specifically referred to herein in order to complete the acquisition of the Property, and/or to accomplish the objectives and requirements that are set out in this Agreement. Both Buyer and Seller hereby agree to cooperate with each other by executing such other documents or taking such other actions as may be reasonably necessary to complete this transaction in accordance with the intent of the parties as evidenced in this Agreement and the Exhibits attached hereto. IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. SELLER: BUYER: CITY OF HUNTINGTON BEACH, a B : GTE municipal corporation of the State of ,Ro)b;ert arner, California B P frey er Je Mayor REVIEW ,ND 7PROVED: City erk City Admin' rator INITIATED AND APPROVED: Director of Econom' evelopment APPROVED AS TO FORM: (—City Attorneyv 07-1147.001/19517 13 EXHIBIT "A" LEGAL DESCRIPTION A PORTION OF LOT 6 IN BLOCK C OF TRACT 522, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 19,PAGE 49 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 6 FOR THE TRUE POINT OF BEGINNING; THENCE SOUTIT 0° 44' 45" EAST, 120.27 FEET; THENCE SOUTH 89' 23' 16" WEST, 61.66 FEET; THENCE NORTH 0° 44' 45" WEST 33 FEET; THENCE NORTH 89' 23' 15" EAST, 4.15 FEET; THENCE NORTH 0° 44' 45" AVEST 87.27 FEET; THENCE NORTH 89' 23' 15" EAST,57.50 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS TYING BELOW A DEPTH OF 500 FEET FROl\,f THE SURFACE OF SAID LAND,BUT WITHOUT TIDE RIGHT OF SURFACE ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVF,LOPING, PRODUCING, RIsMOVlNG AND MARKETING SAID SUBSTANCES, "CITY OF HUNGTINGTON ? BEACH(ORD. 2636,21 SEP 83) F 3! i } 'has Document was electronically recorded by SPL Norwalk B ,t it r Recorded in Official Records,Orange County RECORDING REQUESTED BY Tom Daly, Clerk-Recorder AND 1fi/HEIV RECORDED MAIL TO: NO FEE City of Huntington Beach 2008000166709 01:59pm 04/10/08 2000 Main Street 104 59 G02 8 Huntington Beach, CA 92648 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Attention: City Clerk Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 40-A�3 (Space above this line for Recorder's use) GRANT DEED C,c3 V_I ,ham 'Iu gK1,kvI S k,S Orange County APN: 142-103-20 [X] All i [ ] Portion �`'�'0� a C r` vt Cy FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert James Warner, an unmarried man and Jeffrey James Warner, a single man, as joint tenants HEREBY GRANTS TO THE CITY OF HUNTINGTON BEACH, a Municipal Corporation all rights, interests, or title to the real property in the City of Huntington Beach, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B", which exhibits are attached hereto and by reference made a part hereof. IN WITNESS WHER��ttOF, the grantor hereto as caused this Grant Deed to be executed as of this /7�'` day of ,/Y a r'Ct , 2008. Robert James Warner JE IFER A IR r"ft By ikee' lgau Deputy City Attomey "4 #free arner STATE OF CALIFORNIA ) SS. COUNTY OF Ol��rtt4Zf:f ) On 1,74/08� before me, �� 6'YI • �Gla! Z-- person/allly appeared who proved to me on the basis of satisfactory evidence to be thee�pperso s) hose nam s is are-sIbsgribed to the within ins4ttment and acknowled ed to me that he/shethey,,�execute the'. ame n his/her their .'authorized capacity(ieess) ',and that by his/her elr signatu (s)pn the instrument the pers (s), r the entity upon--behalf of which the pers n(s) .acted, executed the i�ment. _ J I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my han and official seal. CAROL M. DRAPER # � COMM. 15 12,31 ( Q- COMM. UY NOTARY PUBLIC-CAUFORMALOSANGELESCOUNTY 0 EXP.APRIL ly,20 — Signature of Notary STATE OF CALIFORNIA ) SS. COUNTY OF ) On before me, personally appeared 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 he/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. WITNESS my hand and official seal. Signature of Notary EXTNOT2--12/03/07 AA tv � �'" Page 1 DESCRIPTION Order No. 860077240 A PORTION OF LOT 6 IN BLOCK C OF TRACT 522, IN THE CITY OF HUNTINGTON BEACH, AS SHOWN ON A MAP THEREOF RECORDED 1N BOOK 19, PAGE 49 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 6 FOR THE TRUE POINT OF BEGINNING; THENCE SOUTH 0 DEG. 44' 45" EAST, 120.27 FEET, THENCE SOUTH 89 DEG. 23' 15" WEST, 61.65 FEET; THENCE NORTH 0 DEG. 44' 45"WEST 33 FEET; THENCE NORTH 89 DEG. 23' 15" EAST, 4.15 FEET; THENCE NORTH 0 DEG. 44' 45"W87.27 FEET; THENCE NORTH 89 DEG. 23' 15" EAST, 57.50 FEET TO THE TRUE POINT OF BEGINNING. a "EXCEPTING THER FROM ALL OIL,GAS AND OTHER HYDROCARBON SUBSTJA.NCES AND MINERALS LYING BELOW A D PTH OF 500 FEET FROM THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFAC ENTRY AT ANY TIME UPON SAID LAND OR WITHIN THE TOP 500 FEET THEREOF, FOR THE PURPOSE OF EXPLOITING FOR, DEVELOPING, PRODUCING, REMOVING AND MARKETING SAID SUBSTANCES, "CITY OF HUNTINGTON BEACH (ORD. 2636, 2d SEP 83) N m, TIf/S tflF'Y 5S5"R,Ae ED..UR C.Se 2 Q 1cOUN Y SE5SO.R G'£P]'. 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EXHIBIT '°C°' CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Grant Deed to the City of Huntington Beach, a municipal corporation ("City"), is hereby accepted in accordance with the terms by the undersigned officer on behalf of the City Council consents to recording thereof by its duly authorized officer. CITY OF HUNTINGTON BEACH, a municipal corporation By: MA OR ' r Bow.__ CITY � ERK s . �� OF �`� ACKNOWLEDGMENT State of{:.aiiforni� Co u n,!y Of — Gk...6C 4x.,.; On before me, fait, c (inserKame and titl f the officeFY p�rsni., '(, appearedAzlaL� ( �a e- L 1 wcr ::rE_;:rti: to me on the basis of satisfactory evidence to be the person whose name is are subsc.�'bed to the within instrument and acknowledged to me tha she y executed the same in # s"1".'s` ` r authorized capacity(j�s�, and that by J er signaturevon the instrument the per,,on� or the entity upon behalf of which the person/acted, executed the instrument. I cer=!.'`ski ul )der PENALTY OF PERJURY under the laws of the State of California that the foregoing , paragraph is true and correct. C@Wdhbftn i i 767M WITNESS my hand and official seal. Sigr t .f.x - ti (Seal) TERYLL L L. earnnOM"n 1767806 No"p4bft-eauttafa Orange Comity �12,�11 " r ACKNOWLEDGMENT State of California County of ORANGE On�� � a24Z��' before me, Kathleen Nelson, Notary Public personally appeared gx .n who proved to me on the basis of satisfactory a ide ce to be the personA whose name(') islVe subscribed to the within instrument and acknowledged to me that 1�6/she/thgy executed the same in t�4/her/th§hr authorized capacity(ips), and that by Vs/her/their signatureV) on the instrument the person(), or the entity upon behalf of which the person(5) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. KAT HLEEN NELSON Commission# 1508478 zex, Notary Public-California Orange County My Comm.Expires Aug 17,2008 Signature ! � (Seal) 1 71 I certify under penalty of perjury,that the notary seal on the document to which this statement is attached reads as follows: Name of Notary Notary Identification Number G 3 0 Vender Identification Number County Where Bond Is Filed Q{,, Date Commission Exp _ f t Place of Execution SPL, Inc. as agent DATE: / Signature State of California ) County of ) On before me, personally appeared, personally known to me (or proved to me 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 he/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. WITNESS my hand and official seal. Signature I CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF THE ORIGINAL MATERIAL CONTAINED IN THE DOCUMENT: Place of Execution SPL, Inc. as agent DATE: Signature Revised 9/6/06 R.1 DR 001 2 Penalties in 1 RI EXHIBIT "D" CERTIFICATION OF NON-FOREIGN STATUS BY INDIVIDUAL TRANSFEROR (S 1445) Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the transferee(buyer)that withholding of tax is not required upon my disposition of a U.S. real property interest, I/WE hereby certify the following: 1. The real property interest being transferred by me consists of an interest in the real property commonly known as: 2. 1 am not a nonresident alien for purposes of U.S. income taxation. 3. My U.S.tax payer identification number(Social Security Number) is: �'"��-(� 4. My home address is: 7�L Acaa&,t_2os, l-,,u R'5 G?c(C1 I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine,imprisonment,or both. UNDER PENALTIES OF PERJURY 1 DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND TO THE BEST OF MY KNOWLEDGE AND BELIEF IT IS TRUE, CORRECT,AND COMPLETE. Dated: Z C v NOTE: For further information furnished concerning the form of this certification, see Temp. Reg 1.1445-T(b), (2). CONFS.11/9199-Ire RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development Department SUBJECT: Approve Heil Ave. Widening Improvement Project Land Purchase (7882 Alhambra Avenue) COUNCIL MEETING DATE: March 17, 2008 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Notached El t Applicable Staff Report (If applicable) Notached t Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLAMATIOH FOR �liv ISVHG ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff ( ) Deputy City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( G ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: Only)(Below Spoce For City ClerWs Use RCA Author T. Krause ext. 1529