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HomeMy WebLinkAboutResolution 2005-38 Relating to the Inadequacy of Public Land RECEIVED FROM �crJ�r Q AS PUBLIC RECORD!, CCUNC L ME NGOF CITY CI,ERV OFFICE � R FP-SUGGESTED Ranking of Proposals Received for the Purchase of FVSD Surplus Properties(Lamb and Ward low Properties) „ $250,000[don-Refundable deposit upon opening of escrow,45 days due diligence,then 1 ncreased to $6,000,000 and released. Closing to Occur 12 months after due diligence period(so 13&112 months Y I Tri Polite Homes,lnc. Option 21- $70,050,0W ;t?tall. $250,000 kon-Refundable Deposit upon opening of escrow,45 days due dliligence,then increased to Tri Pointe Humes,Inc, Option 1: $31,050,D00 $3,M DOD and released. Closing to Occur 1 month after du a diligence period(so 2&1/2 months total}. Based upon 99 total lots,$381,632 per lot,final price adjusted reduced accordingly, fight land purchase payments{$4,600,WO each at closing and every 3 months thereafter]. $50,000 Oepvsit upon opening of escrow,45 days due diligence,then deposit increased to$600,OWtotal.Closing to 15 days after 2 Toll Brothers $37,400AW Estimated entitlements and tentatcre tract maps and appeal period. MAN Non-Refundable Deposit upon opening of escrow,60 days due diligence,then Increased to $50013,000 total and released.$250AW on 7{1j11,111/12,and?f 1/12. Closing to occur 15 drays from 3 L,ennar $32,tiSU,000 final tract map or 811112,with two 90-day extensions for$250,wo each. $250,000 Deposit upon opening of escrow,90 days due diligence,then increased to$5MOOo total non- refundable. Additional$25%000 Deposits quarterly until escrow equals$1,VM,0INO,non-refundable. Closing to Occur upon Tract Map or 24 moths total,with two 90-day extensions for$100,tm non- Brandywine Homes $301000AW refundable each. $250,000 Deposit upon opening of escrow,45 days due diligence,$100,D00 on the 105th,150th,and 210th day. Closing 12 months,with two two 904ay extenslons for$250,t100 non-refundable each and $250,000 upon Final Map for each Property. 45 days due diligence. Contingent upon 69 horses and 5 oty ventwes $24,250,000 or$31;250,00 receipt of approvals. Will increase to$31,250,001)if two-phased takedown is allowed. $200,0D0 refundable deposit with an increase to$500,000 total at completion of due dil igenee period,and $2513,000 each 6 manthsand 12 months fater,then all non-refundable. Closing 30 days from all 6 Christopher Homes $28,0Otl,000 entliements and approvals.One Extension payment of$500,000 non-refundable but applicable, $100,ODO Refundable deposit upon opening of escrow,60 days due diligence,then Increased to $1,000,0DO total and released. Closing to occur in 24 months from fewibillty(26 mos.total). Conditioned 7 Brookfield Horses $27,270,000 upon 101 lots,with 10 lot take down at$270,0OCI per lot each. $200,0D0 Refundable Deposit upon opening of escrow,45 days due diligence,then Increased to $1,000,000 total,then non-refundable and released. Closing to occur in 10 days after tract map or 15 moths after due diligence(16&1/2 total). Three 1 month extenslons for$SD CW each non-refundable deposit. Closing to include$13,675,CM paid at dosing,with$17,575,400 carried by District Ptote at 5% S Standard Pacific Homes $26,350,000 paid in full 10 day from Sinai Tract Map recordation. ?fk2t.Zi?4U $50,000 Refundable Deposit upon opening of escrow,45 days due ell ligence,then increased to$500,000 total,then non-refundable,but not released. Closing to occur in 18 months from feasibility(10 mos. totall,with 6 possible 1 month eutenstions for 6%interest above Purchase Price. Conditions include 9 Willa,Lyon Homes Inc. $25,650,000 adjustment For assumed estimate for costs of improvements,!District pays for ALTA Policy,allows access. $300,00ti Refundable Deposit upon opening of esaro+k,45 days due diligence,then increased to $1,000,000 total,then non-refundable,but not released. Closing to occur in 30 days from feasibility if 10 Wew Home company $24,500,000 dWrig conditions met,including. title,no moratoria and obtaining of necessary easements. $1MOOO Refundable Deposit upon opening of escrow,45 days due diligence,then increased to $1,0OQ000 total,then ncm-refundable and released. Closing to occur upon Final Map appoval(estimate 11 Van Daele hnrestment Properties $22,5010,OW 12 months). Purchase based upon 201 hats total. $10%CW Refundable Deposit Upon opening of escrow,85 days due dtliger ce,then increased to$600,0W total,then non-refundable,but not released Closing to occur 5 days from Tentatlw Tract Map approval 12 Integral Communities $22,000,000 and appeals period, $50,QOo Refundable Deposit upon opening of escrow,45 days due diligence,then increased to$21130,0130 total,then non-refundable,but not released. Closing to occur In 30 days from due diligence(2&112 mo& total),with$3,0110 A00 cash and$19,00D,0M Seller Financing at 5%paid monthly. Balance due upon 13 WF McmntAubvrn Caftital LP $7.$OW,=Estimated approval of grading permit. Assumes 101 lots at$217,822 per lot,price deduced accordingly if fewer. $50,008 total Refundable Deposit upon opening of escrow,45 days due diligence,then increased to $950,000 total,then non-refundable,but not released, Additional$900,=at 270th day.Closing 10 days 14 Puite Homes $21/t1'0,000 after tentative tract map approval and appeals periods $51),Wll)Won-Refundable Deposit and$450,000 Refundable oeposit upon opening of escrow,45 days due diligence,then$450,000 also non-refundable. Mcnthy$8Q000'Interest"payments made after due diligence,but applicable to purchase price. Cash at Closing,Fro days from 24 months with tentative tract 15 Eteo Hoanes map or recorded final tract map. $5fl,OUO Refundable Deposit upon opening of escrow,45 days due:diligence,then increased to$450,000 total,then non-refundable and released. Closing to odour in the later of 10-lay from approval of final map or 17.1 /2011. Closing omditloned upon unappealable approvals. At closing$1,>GiOQ ON paid as down 16 ]DR Horton $20,6CS QW-LAMB ONLY payment,and then payments based upon prorated amountat each home closing. $50,OD0 Refundable Deposit upon opening of escrow,30 days due diligence,then non-refundable and Additional Deposits of$50,001)per month are paid,all applicable to price. Final purchase price to be determined by$310,000 per final approved lots. Closing to occur 5 days after final approvals or 18 17 Pacer Development $18,300,000 Estimated months,whichever later. 10 21,2010 $100,000 total Non-Refundable Deposit upon opening of esuow,60 days due diligence. 90 day closing, but extension options for additional deposits of$500,M total every 90 days—54G days total maximum closing date.Price difference is due to bonus amours in the event buyer receives entitlements for the 19 JC£Homes $17,150,000 to$22A50,000 constructon of certain home sites consistent with City Code Requirements as preferred by its architlect. $50,00U Refundable Deposit upon opening of escrow,+45 days due diligence,then increased to$140,DW total,them non-refundable,but not released. Closing to occur In 15 days from due diligeuee Price determined by chosen option: $1$Z4%O0t1 cash,or 519,50,0U0 with$4,63SAM down and 3 additional 19 171�fe x Coast Housing Partners,LLC I.A?LJe'lAj,11W or$i s,"sa�v,+'�v 1�3'yi7ier�t5 i o.'7K"+,i735,ui�7i inn 8iiriililia iP4t�cv+ran 01% uv6iiiS, � 10.21.2010 C. 9 X:7 Council/Agency Meeting Held: Deferred/Continued to: 2gou X �Conditionally Approved LJ Denied CiVeik'98ignatL#e2 Council Meeting Date: 9/19/2005 Department ID Number: E1 5-? CITY OF HUNTINGTON BEACH CDW r-)F,-, ,rli REQUEST FOR CITY COUNCIL ACTION CD M > > 7-1 - n CD SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: PENELOP �ULB E-Fk-WGRAX I ADMINISTRATOR PREPARED BY: PAUL EMERY, ACTING DIRECTOR OF ECONOMI DEVELOPMENT/DEPUTY CITY ADMINISTRATOR JIM B. ENGLE, DIRECTOR OF COMMUNITY SERVICE0 JENNIFER MCGRATH, CITY ATTORNE�� SUBJECT: APPROVE ACQUISITION FOR PUBLIC PARK PURPOSES A PORTION OF THE SITE FORMERLY USED FOR LAMB ELEMENTARY SCHOOL, LOCATED AT 10251 YORKTOWN STREET, AND A PORTION OF THE SITE FORMERLY USED FOR WARDLOW ELEMENTARY SCHOOL, LOCATED AT 9191 PIONEER DRIVE. Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: On May 16, 2005, the City Council directed staff to negotiate with the Fountain Valley School District for the acquisition of approximately 2.6 acres of Lamb Elementary School and 6 acres of Wardlow Elementary School for public park purposes. On September 13, 2005, the Planning Commission reviewed the proposed acquisition terms and found that they were in conformance with the General Plan. Staff recommends the two properties be acquired for a total price of $3,836,096 (includes any fees associated with the transfer of the real property. Funding Source: Total of $3,836,096 ($1,158,596 for the Lamb property, $2,665,500 for the Wardlow property, and up to $12,000 for fees associated with the transfer of the real property). The Park Acquisition and Development (PA&D) Fund will be the ultimate funding source, but it is proposed to have the PA&D Fund designate $2,000,000 for acquisition in FY 05/06 with the General Fund 2nd Tier Reserves providing a loan to the PA & D Fund for the remainder of the acquisition costs. The PA&D Fund will then pay back the General Fund loan with interest over the next two years. Recommended Action: 1. Approve acquisition of 2.6 acres of Lamb School and 6.0 acres of Wardlow School properties at 25% of fair market value utilizing the Naylor Act consistent with the City's Surplus Schools Property Purchasing Plan. REQUEST FOR ACTION MEETING DATE: 9/19/2005 DEPARTMENT ID NUMBER:ED 05-28 2. Appropriate $3,836,096 from the Park Acquisition and Development Fund to cover the total purchase price plus fees associated with the transfer of the real property. The General Fund 2nd Tier Reserves to loan the Park Acquisition and Development Fund $1,836,096 to cover the total purchase price of the $3,836,096. The loan to be paid back to the General Fund in FY 06/07 and FY 07/08. The loan will accrue interest at the annual rate earned by the City Treasurer on the city's investment portfolio. 3. Authorize execution of the Purchase Agreements in substantially the same form as attached, and other necessary related documents by the Mayor, City Administrator, and City Clerk when advised by the City Attorney. 4. Direct staff to open escrow on both parcels and to issue the required $50,000 deposit per property. Alternative Action(s): Do not acquire either or both of the Lamb and Wardlow school properties. Analysis: On March 22, 2005, the Fountain Valley School District (FVSD) Board of Trustees notified the City of its intention to sell three surplus school sites, two of which are located within the City of Huntington Beach. In response, on May 16, 2005, the City Council directed staff to negotiate with the FVSD for the acquisition of a portion of Lamb Elementary School and of Wardlow Elementary School for public park purposes. The State of California's Education Code and Government Code govern the disposition of surplus property by a school district. California Education Code Sections 17485 et seq., commonly known as the Naylor Act, governs the disposal of certain types of surplus school property. The Naylor Act allows the City to acquire existing recreational areas, playing fields, and open spaces at a price based upon 26% of the fair market value of the property. In evaluating the Lamb and Wardlow school sites, FVSD commissioned the completion of an appraisal by Integra Realty Services. These appraisals valued the Lamb property at a fair market value of $1,782,456 per acre and the Wardlow property at a fair market value of $1,777,003 per acre. Applying the Naylor Act for the 2.6 acre Lamb property, the City's purchase price at 25% of the per acre fair market value would be $1,158,596. For the Wardlow property, the City's purchase price would be $2,665,500. The Park Acquisition and Development (PA&D) Fund will be the ultimate funding source, but it is proposed to have the PA&D Fund designate $2,000,000 for acquisition in FY 05/06 with the General Fund 2nd Tier Reserves providing a loan for the remainder of the acquisition costs. The PA&D Fund will then pay back the General Fund loan over the next two years (FY 06/07 - FY 07/08). See Attachment 3. State of California Government Code Section 65402 stipulates that the City's acquisition of land for public purposes, such as parks, requires a finding of conformity with the General Plan. On September 13, 2005, the Planning Commission determined that the proposed acquisition of the Lamb and Wardlow properties conforms to the City's General Plan. DADocuments and Settings\englej\Local Settings\Temporary Internet Files\0LK4\RCA-Wardlow Lamb Purchasel.doc -2- 91121200512:59 PM REQUEST FOR ACTION MEETING DATE: 9/19/2005 DEPARTMENT ID NUMBER:ED 05-28 In May 2005, the City Council adopted the City's Surplus School Property Purchasing Plan that identified the City's desire to purchase 8.6 acres from FVSD under the Naylor Act. Although the City's Surplus School Property Purchasing Plan recommends purchasing the available acreage from either the Lamb or Wardlow site, negotiations with FVSD to this end were unsuccessful. The purchase of 2.6 acres from the Lamb site and 6.0 acres from the Wardlow site was therefore negotiated with FVSD based on the terms included in the attached Purchase Agreements. These two properties represent an opportunity for the City to acquire land already developed with recreational facilities in active use by the community. The City's supply of vacant land is rapidly diminishing, and the number of parcels that can potentially be developed as park sites is even more limited. Acquisition of these parcels would satisfy the City's desire to maintain valuable recreational amenities in public ownership. Environmental Status: The acquisition of portions of the Wardlow and Lamb school sites is exempt from the California Environmental Quality Act ("CEQA') because there is no possibility that the acquisition in question may have a significant effect on the environment (CEQA Guidelines Section 15061(b)(3). Further, the acquisition of the properties would be categorically exempt pursuant to CEQA Guidelines Section 15301 because the existing recreational use of the properties will be maintained and any alterations will be minor with negligible or no expansion to the existing use. Attachment(s City Clerk's Page Number No. Description 1. Wardlow School Purchase Agreement 2. Lamb School Purchase Agreement 3. Park Acquisition and Development Fund Capital Improvement Program 4. 1 Fiscal Impact Statement DADocuments and Settings\englej\Local Settings\Temporary Internet Files\0LK4\RCA-Wardlow Lamb Purchasel.doc -3- 9111 2/2006 3:14 PM ATTACHMENT # 1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: FOUNTAIN VALLEY SCHOOL DISTRICT Attn: Dr. Barry Blade, Chief Business Officer. 17210 Oak Street Fountain Valley, CA 92708 Fax: (714) 843-3252 (Space Above This Line For Recorder's Use) AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Between FOUNTAIN VALLEY SCHOOL DISTRICT And CITY OF HUNTINGTON BEACH (Portion of Wardlow Property) Effective Date: September 23, 2005 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of September 23, 2005 ("Effective Date"), by and between the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California ("District" or "Seller" depending on context), and the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Buyer"). Seller and Buyer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties." RECITALS A. WHEREAS, Seller is the owner in fee of that certain real property consisting of approximately 14.35 acres of land located at 9191 Pioneer Drive, City of Huntington Beach, County of Orange, State of California, more particularly know as the Wardlow property. B. WHEREAS, Seller desires to sell its approximately 14.35 acre property pursuant to the surplus property procedures set forth in Education Code Section 17455 et seq., and Buyer desires to purchase a portion of the 14.35 acres pursuant to Education Code Section 17464(a). C. WHEREAS, Seller is the owner in fee of that certain real property consisting of approximately 6.0 acres of land located at 9191 Pioneer Drive, City of Huntington Beach, County of Orange, State of California ("Land") more particularly known as a portion of the Wardlow property and as more particularly described in the legal description and map depiction attached to this Agreement as Exhibit "A," and incorporated herein by this reference. B. 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 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. 005633.00012/54982W 1 2 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 TWO MILLION SIX HUNDRED SIXTY FIVE THOUSAND FIVE HUNDRED DOLLARS ($2,665,500) (25% of the product of 6.0 acres multiplied by fair market value of$1,777,003 per acre) (the"Purchase Price"). 1.3 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. 1.4 Initial Deposit. Buyer shall place into escrow FIFTY THOUSAND DOLLARS ($50,000.00) as a good faith deposit ("Initial Deposit") within seven (7) business days from the Opening of Escrow, as set forth in Section 3.1 below. The Initial Deposit shall be fully refundable, provided Buyer is not in breach or default of this Agreement, if Buyer chooses to not purchase the Property due to: (1) Buyer's disapproval of the Property pursuant to Section 2, (2) the failure of any of the conditions set forth in Section 4.1 of the Agreement, or(3) the filing of a California Environmental Quality Act challenge against Buyer prior to the Close of Escrow. In the event that Buyer chooses to not purchase the Property pursuant to the foregoing, Buyer shall so notify the Escrow Agent and the Seller, whereupon Escrow shall be canceled and the Initial Deposit shall be returned to Buyer. 1.4.1 Deposit Non-refundable. Upon Buyer's approval of the Property as set forth in Section 2 and satisfaction and/or waiver of all of the conditions set forth in Sections 4.1, the Initial Deposit, including all interest accrued thereon, shall become non-refundable and shall be applicable to the Purchase Price, subject to refund to Buyer if Seller subsequently defaults or there is a substantial failure of a Closing condition. 1.4.2 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. 1.4.3 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. 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 005633.00012/549829v1 3 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. Prior to entering onto the Property before the Close of Escrow, Buyer shall, at its own cost and expense, obtain public liability and property damage insurance, insuring against all bodily injury, property damage, personal injury, and other loss or liability caused by or connected with Buyer's investigation or inspection of Property in amounts not less than: (a) $1,000,000.00 for injury to or death of one person and, subject to the limitation for the injury or death of one person, of not less than $1,000,000.00 for injury to or death of two or more persons as a result of any one accident or incident; and (b) $1,000,000.00 for property damage. The policy shall name Seller as an additional insured and shall be issued by either a California admitted surety or through a joint powers agency, or similar entity, formed for the purpose of providing insurance to public entities. Furthermore, 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, and the existence of any contamination, Hazardous Materials, debris, or other structures located on, under or about 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. The foregoing disclaimer includes, without limitation, topography, climate air, water rights, utilities, present and future zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Property is suited, or drainage. The Seller makes no representation or warranty concerning the compaction of soil upon the Property, nor of the suitability of the soil for construction. 00633.00012/549829v 1 4 2.4 Hazardous Materials. Buyer, and each of the entities constituting Buyer, if any, from and after the Closing, hereby waives, releases, remises, acquits and forever discharges District, its directors, officers, shareholders, employees, and agents, and its respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses, which concern or in any way relate to the physical or environmental conditions of the Property, the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, arising by virtue of the physical or environmental condition of the Property, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom, whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties. In connection therewith, Buyer and each of the entities constituting Buyer,expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows: "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." COUNTERPART BUYER'S INITIALS:���t SELLER'S INITIALS: Buyer and each of the entities constituting Buyer, shall, from and after the Closing, defend, indemnify and hold harmless District and its officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all Environmental Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Property whether before or after the Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any time whether before or after the Closing, including, but not limited to, all foreseeable and unforeseeable damages, fees, costs, losses and expenses, including any and all attorneys' fees and environmental consultant fees and investigation costs and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Buyer further agrees that in the event Buyer obtains, from former or present owners of the Property or any other persons or entities, releases from liability, indemnities, or other forms of hold harmless relating to the subject matter of this section, Buyer shall use its diligent efforts to obtain for District the same releases, indemnities and other comparable provisions. For purposes of this Section 2.4, the following terms shall have the following meanings. tAPPtVED M AS T FORM 005633.00012/549829v1 5 �City Attorney By Leonie Mulvi]sill (1 13 5 Deputy City Attorney 2.4 Hazardous Materials. Buyer, and each of the entities constituting Buyer, if any, from and after the Closing, hereby waives, releases, remises, acquits and forever discharges District, its directors, officers, shareholders, employees, and agents, and its respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses, which concern or in any way relate to the physical or environmental conditions of the Property, the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, arising by virtue of the physical or environmental condition of the Property, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom, whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties. In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows: "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." COUNTERPART BUYER'S INITIALS: SELLER'S INITIALS• Buyer and each of the entities constituting Buyer, shall, from and after the Closing, defend, indemnify and hold harmless District and its officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all Environmental Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Property whether before or after the Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any time whether before or after the Closing, including, but not limited to, all foreseeable and unforeseeable damages, fees, costs, losses and expenses, including any and all attorneys' fees and environmental consultant fees and investigation costs and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Buyer further agrees that in the event Buyer obtains, from former or present owners of the Property or any other persons or entities, releases from liability, indemnities, or other forms of hold harmless relating to the subject matter of this section, Buyer shall use its diligent efforts to obtain for District the same releases, indemnities and other comparable provisions. For purposes of this Section 2.4, the following terms shall have the following meanings. 005633.00012/549829v1 5 (a) "Environmental Claim" means any claim for personal injury, death and/or property damage made, asserted or prosecuted by or on behalf of any third party, including, without limitation, any governmental entity, relating to the Property or its operations and arising or alleged to arise under any Environmental Law. (b) "Envirom nental Cleanup Liability" means any cost or expense of any nature whatsoever incurred to contain, remove, remedy, clean up, or abate any contamination or any Hazardous Materials on or under all or any part of the Property, including the ground water thereunder, including, without limitation, (A) any direct costs or expenses for investigation, study, assessment, legal representation, cost recovery by governmental agencies, or ongoing monitoring in connection therewith and (B) any cost, expense, loss or damage incurred with respect to the Property or its operation as a result of actions or measures necessary,to implement or effectuate any such containment, removal, remediation,treatment, cleanup or abatement. (c) "Environmental Compliance Cost" means any cost or expense of any nature whatsoever necessary to enable the Property to comply with all applicable Environmental Laws in effect. "Environmental Compliance Cost" shall include all costs necessary to demonstrate that the Property is capable of such compliance. (d) "Environmental Law" means any federal, state or local statute, ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to (A) pollution or protection of the environment,including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other products, raw materials, chemicals or other substances, (C)protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities, or (D) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal. (e) "Hazardous Material" is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is: (A) petroleum or oil or gas or any direct or derivate product or byproduct thereof, (B) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (C) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley- Tanner Hazardous Substance Account Act); (D) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 255010) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (E) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (F) "used oil" as defined under Section 25250.1 of the California Health and Safety Code; (G) asbestos; (H) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to 005633A0012/54982W 1 - 6 Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (I) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; (J) designated as a"toxic pollutant"pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317; (K) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et M. (42 U.S.C. § 6903); (L) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et M. (42 U.S.C. § 9601); (M) defined as "Hazardous Material" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; or (N) defined as such or regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time hereafter, in effect. Notwithstanding any other provision of this Agreement, Buyer's release and indemnification as set forth in the provisions of this Section, as well as all provisions of this Section shall survive the termination of this Agreement and shall continue in perpetuity. 2.5 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. Buyer's failure to deliver Buyer's Due Diligence Notice on or before the expiration of the Due Diligence Period shall be conclusively deemed Buyer's approval thereof. 2.6 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 005633.00012/549829v 1 7 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. 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 Joy Eaton of Chicago Title Company ("Escrow Holder") at its offices located at 16969 Von Karman, Irvine, CA, 92606, Tel: (949) 263-0126, Fax: (949) 263-0356, 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 7.3 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 Susie Calwell, Tel: (949) 263- 4035, Fax: (949) 263-1022 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 November 1, 2005 ("Outside Closing Date"). 3.3 Deliveries b. 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 "D" 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 less Initial Deposit; 005633,00012/549829v 1 8 (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. 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. 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. 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. 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. 005633.00012/549829v 1 9 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, ' A ' (b) title exceptions approved by Buyer pursuant to Section 2.6 of this Agreement; (c) title exceptions resulting from documents being recorded or delivered through Escrow pursuant to this Agreement; and (d) any other exceptions approved in writing by Buyer. The terms of sub-sections (a) through (d), 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. 005633.000 12/549829v1 10 i 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 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. 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. 005633.00012/549929,1 1 1 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. 5.2 Buyer's Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller, which is (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 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. 5.4 "AS-IS". Except as provided in Section 5.1 above, Seller makes no representation or warranty of any kind as to the Property, including, but not limited to, the physical condition of the Property or the existence of any Hazardous Substance on or under the Property. As more specifically set forth in Sections 2.3 and 2.4 herein, Buyer acknowledges and agrees that except as specifically set forth herein it is purchasing the Property in an "As-Is" condition and further acknowledges that Buyer is assuming all risk associated with any use, generation, storage, disposal, discharge, release, presence or transportation of any Hazardous Substances on, under, or about the Property and that Buyer will defend, indemnify and hold the Seller harmless from any liability for any such use, generation, storage, disposal, discharge, release, presence or transportation. Nothing in this Section 5.4 shall limit the effect of Sections 2.3, 2.4 or any other Section herein. 005633.00012/549829v 1 12 5.5 LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, ACTUAL DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THEREFORE, AGREE THAT THE INITIAL DEPOSIT PAID HEREUNDER SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE. BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON SUCH BREACH OR DEFAULT BY BUYER, TO RELEASE SAID PAYMENT(S) AND ACCRUED INTEREST THEREON TO SELLER SHOULD ESCROW HOLDER THEN BE IN POSSESSION THEREOF. THE FOREGOING PROVISION SHALL IN NO WAY LIMIT OR IMPAIR SELLER'S RIGHT OR ABILITY TO RECOVER FROM BUYER ATTORNEY'S FEES TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR ANY SUMS WHICH MAY BECOME DUE TO SELLER BASED UPON ANY INDEMNITY PROVIDED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT. Buyer's Initials 4 Date �- Seller's Initials Date COUNTERPART 6. RIGHT OF FIRST REFUSAL. Buyer and Seller acknowledge that Seller is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that Buyer is purchasing the Property at a reduced price (25% of the fair market value) pursuant to said Codes, in order to preserve said Property as recreational open space/park land. The Seller may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided in this section shall be set forth in the Grant Deed. If the governing board of the public agency, here Buyer, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Buyer shall first offer the Property, in writing, to the Seller for reacquisition under this section, and the Seller shall notify the Buyer, in writing, within 60 days of its intent to reacquire the Property. If the Seller fails to give the Buyer timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Buyer may otherwise use or dispose of the Property. The price that Seller shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Buyer's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Buyer has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. APPRO ED AS TO FORM E p �� ,.City Attorney By me ulvila oo;ea .000ivsa9sz ] 1 j Deputy City Attorney 5.5 LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, ACTUAL DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THEREFORE, AGREE THAT THE INITIAL DEPOSIT PAID HEREUNDER SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE. BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON SUCH BREACH OR DEFAULT BY BUYER, TO RELEASE SAID PAYMENT(S) AND ACCRUED INTEREST THEREON TO SELLER SHOULD ESCROW HOLDER THEN BE IN POSSESSION THEREOF. THE FOREGOING PROVISION SHALL IN NO WAY LIMIT OR IMPAIR SELLER'S RIGHT OR ABILITY TO RECOVER FROM BUYER ATTORNEY'S FEES TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR ANY SUMS WHICH MAY BECOME DUE TO SELLER BASED UPON ANY INDEMNITY PROVIDED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT. Buyer's Initials Date Seller's Initials Date fI& COUNT RPART 6. RIGHT OF FIRST REFUSAL. Buyer and Seller acknowledge that Seller is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that Buyer is purchasing the Property at a reduced price (25% of the fair market value) pursuant to said Codes, in order to preserve said Property as recreational open space/park land. The Seller may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided in this section shall be set forth in the Grant Deed. If the governing board of the public agency, here Buyer, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Buyer shall first offer the Property, in writing, to the Seller for reacquisition under this section, and the Seller shall notify the Buyer, in writing, within 60 days of its intent to reacquire the Property. If the Seller fails to give the Buyer timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Buyer may otherwise use or dispose of the Property. The price that Seller shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Buyer's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Buyer has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 005633.00012/549829v1 13 7. MISCELLANEOUS. 7.1 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. 7.2 Attorneys' Fees; Litigation. If either Party commences an action against the other Party arising out of or in connection with this Agreement,the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing Party, 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 terms of this Agreement. In addition, neither Party shall be obligated for any economic or consequential damages or 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. 7.3 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: To Seller: FOUNTAIN VALLEY SCHOOL DISTRICT Attn: Dr. Barry Blade, Chief Business Officer 17210 Oak Street Fountain Valley, CA 92708 Fax: (714) 843-3252 Tel: (714) 843-3250 With copy to: ATKINSON, ANDELSON, LOYA, RUUD & ROMO Attn: Andreas Chialtas 17871 Park Plaza Drive, Suite 200 Cerritos, CA 90703-8597 Fax: (562) 653-3333 Tel: (562) 653-3200 005633.00012/549829v 1 14 To Buyer: CITY OF HUNTINGTON BEACH Attn: Penelope Culbreth-Graft, DPA, City Administrator P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 Fax: (714) 374-1590 Tel: (714) 536-5575 With copy to: CITY OF HUNTINGTON BEACH Attn: Jennifer McGrath, City Attorney P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 Fax: (714) 374-1590 Tel: (714) 536-5555 7.4 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. 7.5 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. 7.6 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. 7.7 Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights upon any party not signatory to this Agreement. 7.8 Binding on Heirs. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives,transferees, successors, and assigns. 7.9 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 7.10 Condemnation. In the event that any substantial portion of the Property is taken or designated to be taken by condemnation proceedings not instigated by either Party hereto, or proceedings in lieu thereof, prior to the Close of Escrow, Buyer shall have the right to terminate this Agreement and cancel Escrow by delivering to Seller and Escrow Holder written notice thereof. "Substantial portion" used in this Section 7.10, shall be defined as ten percent (10%) or more of the Property or the taking of a portion of the Property which materially affects the subdivision and development of the remainder of the Property. In the event Buyer does not elect 005633.00012/549829v 1 15 to terminate this Agreement pursuant to this Section 7.10, Buyer shall be entitled to all condemnation proceeds upon the Close of Escrow for the purchase and sale of the Property. 7.11 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. 7.12 Exhibits. Exhibits. Exhibits "A," B," "C," and "D" attached to this Agreement are incorporated herein by this reference and made apart hereof, Said Exhibits,are identified as follows: "A" - LEGAL DESCRIPTION OF WARDLOW LAND "B GRANT DEED "C" - PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE "D" NON-FOREIGN AFFIDAVIT 7.13 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. 7.14 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. 7.15 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. 7.16 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. 7.17 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement shall survive the Close of Escrow. 7.18 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. 7.19 Nondiscrimination. There shall be no discrimination by Seller nor 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. 005633,00012/54982W 1 16 7.20 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. 7.21 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 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. 7.22 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. 7.23 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement shall survive the Close of Escrow. Signatures on Following Page 005633.00012/549829v 1 17 IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. Seller: FOUNTAIN VALLEY SCHOOL DISTRICT By: G Dr. Marc Ecker, Superintendent a4djAttest: il- &1ace&-- Clej of the Governing Board of FoUitain Valley School District APPROVED AS TO FORM: ATKINSON,ANDELSON,LOYA,RUUD &ROMO By: Andreas C. Chialtas,Esq., legal counsel for COUNTERPART Fountain Valley School District Buyer: CITY OF HUNTINGTON BEACH By: Its: Mayor Attest: By: Its: City Clerk APPROVED AS TO FORM: By: Jennifer McGrath,Esq., City Attorney for City of Huntington Beach 005633.00012/549829vl 18 IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. Seller: FOUNTAIN VALLEY SCHOOL DISTRICT By: Dr. Marc Ecker, Superintendent Attest: Clerk of the Governing Board of Fountain Valley School District APPROVED AS TO FORM: ATKINSON NDELS N,L YA,RUUD & ROMO By: Andreas C. Chialtas,Esq., legal counsel for COUNTERPART Fountain Valley School District Buyer: CITY OF HUNTINGTON BEACH By: Its: Mayor Attest: By: Its: City Clerk APPROVED AS TO FORM: By: Jennifer McGrath,Esq.,City Attorney for City of Huntington Beach 005633.00012/549829v1 18 IN WITNESS WHEREOF,this Agreement has been executed as of the Effective Date. Seller: FOUNTAIN VALLEY SCHOOL DISTRICT By: Dr. Marc Ecker, Superintendent Attest- COUNTERPART Clerk of the Governing Board of Fountain Valley School District APPROVED AS TO FORM: ATKINSON,ANDELSON,LOYA,RUUD & ROMO By: Andreas C. Chialtas, Esq., legal counsel for Fountain Valley School District Buyer: CITY OF HUNTINGTON BEACH B _ ayor Attest: By Its: Clerk APPROVED AS TO FORM: B ' Jenn�McGrath, Esq., Ci Attorney for 16/0S City of Huntington Beach 005633 MOO 2/549829v 1 18 r EXHIBIT "A" LEGAL DESCRIPTION OF LAND (To Be Inserted) Fm- 4��X/*A617--S '` ©lam` /q-rc -'Y►'I�-yW7r 005633.00012/549829v1 19 EXHIBIT "B RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: CITY OF HUNTINGTON BEACH Attn: Penelope Culbreth-Graft, DPA, City Administrator P.O. Box 190 2000 Main Street Huntington Beach,CA 92646 (Space Above For Recorder's Use) add applicable transfer/documentary tax information GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, hereby grants to CITY OF HUNTINGTON BEACH, a municipal corporation of the Sate of California, that certain real property located in the City of Huntington Beach, County of Orange, State of California ("Property"), as described in the legal description attached hereto as Exhibit"A,"incorporated herein by this reference. THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: l. Current taxes and assessments. 2. All other covenants, conditions, restrictions, reservations, rights, rights of way, easements and title matters whether or not of record or visible from an inspection of the Property and all matters which an accurate survey of the Property would disclose. [See Addition to Grant Deed attached hereto as Exhibit "B" and incorporated herein by this reference.] Dated: FOUNTAIN VALLEY SCHOOL DISTRICT Dr. Marc Ecker, Superintendent Attest: Clerk of the Governing Board of Fountain Valley School District 005633.00012/549829v 1- 20 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , before me, , Notary Public, personally appeared , personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 005633.00012/549829v 1 21 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On , before me, , Notary Public, personally appeared , personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 005633.00012/54982W 1 - 22 EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF LAND (To Be Inserted) 005633 MOO 2/549829v 1 23 EXHIBIT "B".TO GRANT DEED ADDITION This Grant is made subject to the following: The Grantor may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491. If the governing board of the public agency, here Grantee, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Grantee shall first offer the Property, in writing, to the Grantor for reacquisition, and the Grantor shall notify the Grantee, in writing, within 60 days of its intent to reacquire the Property. If the Grantor fails to give the Grantee timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Grantee may otherwise use or dispose of the Property. The price that Grantor shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Grantee's cost of acquisition, calculated as a pro rata cost of acquiring the entire Property, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Grantee has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 005633.00012/549829v1 24 EXHIBIT 6(C931 PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the Grant Deed dated , 2005 from the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, to the CITY OF HUNTINGTON BEACH, a municipal corporation of the,State of California, is hereby accepted by the undersigned officer on behalf of the CITY OF HUNTINGTON BEACH pursuant to authority conferred by the California Constitution and by City Council action dated , 2005, and the grantee consents to recordation thereof by its duly authorized officer. DATED: CITY OF HUNTINGTON BEACH By: Its: Moor AP O ED AS TO FORM ZR�McG / ,City Attorney By onie Mulvihill T Deputy City Attorney 005633.000 1 2/54982W 1 25 EXHIBIT "D" NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code provides that the transferee of an interest in real property located in the United States must withhold tax if the transferor,is a foreign person. To inform CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Transferee"), that withholding of tax is not required upon the sale by FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of;the Education Code of the State 'of California ("Transferor"), of its fee simple interest in that certain real property sold pursuant to the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions dated, September,;3, 2005, which,real property is , described in the legal description attached hereto as Exhibit "A," incorporated herein by this reference, the undersigned hereby certifies the following: 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and the income tax regulations promulgated thereunder); 2. The Transferor's United States Taxpayer Identification Number is ; 3. The Transferor's office address is and 4. The Internal Revenue Service has not issued any notice with respect to Transferor or listed Transferor as a person whose affidavit may not be relied upon for purposes of Section 1445 of the Internal Revenue Code. The Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I am the Superintendent of Transferor and that I have authority to sign this document on behalf of the Transferor. Dated: FOUNTAIN VALLEY SCHOOL DISTRICT Dr.Marc Ecker, Superintendent Attest: Clerk of the Governing Board of Fountain Valley School District 005 63 3.00012/549829v 1 26 t ' EXHIBIT "A" TO NON-FOREIGN AFFIDAVIT LEGAL DESCRIPTION OF LAND (To Be Inserted) 005633.00012/549929v1 27 RecOMOd St tl-+ t+e,uest of C�k_acjr)"1`aka RECORDING REQUESTED BY AND Recorded in Official Records,orange County WHEN RECORDED RETURN TO: Tom Daly, Clerk-Recorder IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIillllllll NO FEE FOUNTAIN VALLEY SCHOOL DISTRICT 2005000949176 08:00am 11/29/05 Attn: Dr. Barry Blade,Chief Business Officer 10649 M10 10 17210 Oak Street Fountain Valley,CA 92708 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 L 1 This document is being recorded for the [space above this line for Recorder's use] Oenefit of the City of Huntington Beach and is exempt from the payment of a recording fee (Sec. 6103). 1 MEMORANDUM OF AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS This Memorandum of Agreement for Purchase and Sale and Joint Escrow Instructions ("Memorandum") evidences that an Agreement for Purchase and Sale and Joint Escrow ` Instructions ("Agreement"), dated September 23, 2005, was entered into by and between the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and 1 existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California r ("District"), and the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of } California("City"). Such Agreement provides in part that District is the owner in fee of that certain real property consisting of approximately 6.0 acres of land located at 9191 Pioneer Drive, City of Huntington Beach, County of Orange, State of California, more particularly known as a portion of the Wardlow Elementary School property, which property is described more particularly in the legal description and map depiction attached hereto as Exhibit "A" ("the Property"). Such Agreement further provides the terms and conditions upon which City shall acquire the Property from District. Such Agreement provides in part that District is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that City is purchasing the Property at a reduced price (25% of the fair market value) pursuant to said Codes,in order to preserve said Property as recreational open space/park land. The District may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided by the Agreement and Education Code Section 17491 shall be set forth in the Grant Deed. If the governing board of the public agency, here City, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the City shall first offer the Property, in writing, to the District for reacquisition under the Agreement and Education Code Section 17491, and the District shall notify the City, in writing, within 60 days of its intent to reacquire the Property. If the District fails to give the City timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the City may otherwise use or dispose of the Property. 005633.00013/578026v I The price that District shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the City's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the City has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year written below. DISTRICT: CITY: FOUNTAIN VALLEY SCHOOL CITY OF HUNTINGTON BEACH DISTRICT By: -�/—'�\-� By: Dr. Marc Ecker, Superintendent Penny Culbreth-Graft, City Administrator Date: l�`-r 7 l 0 ! Date: ST: ATTEST: r B � By: lerk of the Governtng Board of City Clerk the Fountain Valley School District Date: 1 7 "L` Date: 0115633.00013/578026 v 1 The price that District shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the City's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the City has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year written below. DISTRICT: CITY: FOUNTAIN VALLEY SCHOOL CITY OF HUNTINGTON BEACH DISTRICT Dr. Marc Ecker, Superintendent 4 -Pcrmy C breth-Draft, City Ad inistrator �'�irt1.�OpC. Date: Date: i H ! -"''_) ATTEST: ATTEST: Clerk of the Governing Board of Cit Clerk the Fountain Valley School District Date: Date: t - 1'j~G j 005633.00013/578026v 1 DISTRICT'S ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE } On -k �; 2005, before me, -! t� ,h,�, Notary Public, personally appeared �t� oo-%A ,.i� t_ �Ol��,rns personally known to me (or 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. Witness my hand and official seal. J low Ma-edrAft �•j�10 U iC [SEAL] 005633.00013/578026v1 CITV'S ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 2005, before me, $obin Rnhprts Notary Public, personally appeared Dr- Rena l npa_rill brath—Graf t personally known to me (or proved to me on the basis of satisfactory evidence) to be the persorl(a) whose name i are subscribed to the within instrument and acknowledged to me that h sh they executed the same in his their authorized capacity(le, and that by his he their signature on the instrument the personNor the entity upon behalf of which the personNacted, executed the instrument. Witness my hand and official sea] ROBIN ER5 Comm.f 1 S6Z704 {� nor, r vuwc Dona N Notary Public [SEAL] 005633.0001 3J578026v t EXHIBIT"A"TO MEMORANDUM OF AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS LEGAL DESCRIPTION& MAP DEPICTION 005633.00013/578026v1 BEING A PORTION OF LOT BG OF TRACT NO. 4493, A5 SHOWN ON A MAP FILED IN BOOK 159, PAGES 7 THROUGH 11 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. AND A PORTION OF THE NORTHWEST 1/4 OF THE 50UTHWE5T 1/4 OF SECTION G, IN TOWNSHIP 6 SOUTH, RANGE 10 WE5T, IN THE RANCHO LA5 BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, A5 PER MAP FILED IN BOOK 51, PAGE 14 OF M15GELLANEOU5 MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS, BEGINNING AT THE 5OUTHWE5T CORNER OF SAID LOT BG; THENCE NORTH 0028'07' WEST ALONG THE WESTERLY LINE OF SAID LOT 86 A 015TANCE OF 410.47 FEET TO THE NORTHWE5T CORNER OF SAID LOT BG; THENCE NORTH 00'37'01" WE5T ALONG THE WEST LINE OF THE LAND DESCRIBED IN THE DEED RECORDED DECEMBER 28, 1962 IN BOOK G375, PAGE 253 IN OFFICIAL RECORDS A DISTANCE OF 192.74 FEET TO THE NORTH LINE OF SAID DEED, SAID LINE AL50 BEING THE SOUTH LINE OF TRACT NO, GP079 A5 5HOWN ON THE MAP FILED IN BOOK 222, PAGES 42 THROUGH 43 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE NORTH 89'3256" EAST ALONG SAID NORTH LINE OF SAID DEED A DISTANCE OF 433.50 FEET SAID NORTH LINE NOW ALSO BEING THE SOUTH LINE OF TRACT NO, 6080 AS 5HOWN ON THE MAP FILED 1N 230, PAGES 3 THROUGH 4 INCLU5IVE OF M15CELLANEOU5 MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 003058' EAST GO3.08 FEET TO THE SOUTH LINE OF 5AID LOT 8G, SAID SOUTH LINE AL50 BEING THE NORTH RIGHT OF WAY LINE OF PIONEER DRIVE BEING 60 FEET IN WIDTH; THENCE SOUTH K3153" WE5T ALONG 5AID SOUTH LIN!7 OF LOT 86 TO THE POINT OF BEGINNING. SAID DESCRIPTION CONTAINS G.000 ACRES MORE OR LE55 AL LAND No. 7914 Exp, 12-31-05 ��9rF 0f m V% DEN& EXHIBIT 'A' SSOCIATES A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 w,0. NO. 1498-202-001 Date 09-28-05 (949)660-0110 FAX:660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 21 TRACT 6079 MADELINE ORIV TRACT 6080 2 2 2-4 M.A. 2 0 -4 M.M. 1 22 25 126 27 28 29 30 31 32 33 31 3Q 29 28 27 26 25 24 23 f N 89'3 56' E 1 41.5 ' I 3-1 N BY32'5T E 433.50' 0 N'LY LINE DEED REC. 12-28-1962, z M N IN BOOK 6375, PAGE 253, O.R. a b a' o r o a a' W rn J to 6.000 ACREScr- o N 3 U Q O z r LOT 86 0 ca z LOT 85 o o TRACT 4493 ii U-j `n a 0 159/ 7-11 M.M. co LOT 86 EST CORNER o d cc m Lu b P.O.B. W in [if O CJ — Q Z Y Z S 89'31'53° W 433,50' o (n N 9' 1' , 809.99' __ 14 — PION=-`)RIVE TFACT 493' 13 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 12 j �ONPL LA NA 4�5���� ALI.EN7ysGy` a 0 A No. 7914 Exp. 12-31-05 Q ��qlf OF C A�.�E�4�\ SCALE.I =200' A DEN& EXHIBIT 'A' SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O. No. 1498-202-001 Dote 09-28-05 (949)660-0110 FAX:660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICK A.QUINN DATE COMMISSION EXPIRES: OCT 7,2009 COMMISSION NUMBER: 1611873 VENDOR NUMBER: NNA 1 COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: ROBIN ROBERTS DATE COMMISSION EXPIRES: FEB 14,2009 COMMISSION NUMBER: 1552700 VENDOR NUMBER: VSII COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company r I CERTIFY THAT,IF THIS SEAL IS AFFIXED IN PURPLE INK,THIS IS A TRUE AND COUNTY-CLERK RECORDER CORRECT COPY OF THE PERMANENT RECORD FILED OR RECORDED IN THIS OFF 16 2006 EXEMPT yc�coup�c�``�� ORANGE COUNTY STATE OF CALIFORNIA DATE FEE This Document was electronically recorded by Chicago Title Commercial Recorded in Official Records,Orange County Recorded at the reduazt Of Tom Daly,Clerk-Recorder Chicago TAle RECORDING REQUESTED BY IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIINIIINIIIIIIINIIIIIINI NO FEE AND WHEN RECORDED RETURN TO: 2005000949175 08:00am 11/29/05 106 49 G02 10 CITY OF HUNTINGTON BEACH 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Attn: Penelope Culbreth-Graft,DPA,City Administrator P.O. Box 190 2000 Main Street Huntington Beach,CA 92646 OLO MCI M21(p (Space Above For Recorder's Use) i The undersigned grantor(s)declare(s): This document is being recorded for the benefit This conveyance is exempt from the payment of of the City of Huntington Beach and is exempt a documentary transfer tax pursuant to Revenue from the payment of a recordation fee pursuant and Taxation Code Section 11922. to Govt. Code Section 6103. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, 1 FOUNTAIN VALLEY SCHOOL DISTRICT,*a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, hereby grants to CITY OF HUNTINGTON BEACH, a municipal corporation of the Sate of California, that certain real property located in the City of Huntington Beach, County of Orange, State of California ("Property"), as described in the legal description attached hereto as Exhibit"A," incorporated herein by this reference. THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: 1. Current taxes and assessments:. 2. All other covenants, conditions,restrictions, reservations, rights, rights of way, easements and title matters whether or not of record or visible from an inspection of the Property and all matters which an accurate survey of the Property would disclose. [See Addition to Grant Deed attached hereto as Exhibit`B" and incorporated herein by this reference.] Dated:T0V• '2C ,2005 FOUNTAIN VALLEY SCHOOL DISTRICT *who acquired title as Fountain — Valley School District of Orange '"� County r. Marc Ecker, S in }dent Attest: `r Pou rk of the Governing Board of ntain Valley School District Judith Edwards 005633.00013/568315v1 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) k On , before, "�v�, Notary Public, personally appeared ' " r , personally known to me (or 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. lcial is 4 pulft-OWW" xalr,� Mr+ oar. f; ablic [SEAL] CaaawMon rt ibllbta Mclory Aibft•CaiMWft OWWCam► Nhrcc►nwn. oct�. 005633.00013/568315v1 Al! ccttr tst .�ww? w�+ore�- mar►;+rem v c►N}MrAP3.r m:)VM I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICK A.QUINN DATE COMMISSION EXPIRES: OCT 7,2009 COMMISSION NUMBER: 1611873 VENDORNUMBER: NNAI COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF LAND 005633.00013/568315v1 BEING A PORTION OF LOT 8G OF TRACT NO. 4493, AS SHOWN ON A MAP FILED IN BOOK 159, PAGES 7 THROUGH 11 INCLU5IVE OF M15CELLANEOU5 MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. AND A PORTION OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION G. IN TOWNSHIP G SOUTH, RANGE 10 WEST, IN THE RANCHO LA5 BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51, PAGE 14 DF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 8G; THENCE NORTH 0078'07" WEST ALONG THE WESTERLY LINE OF SAID LOT BG A DISTANCE OF 41OA7 FEET TO THE NORTHWEST CORNER OF SAID LOT 8G; THENCE NORTH 00'37'01" WEST ALONG THE WEST LINE OF THE LAND DESCRIBED IN THE DEED RECORDED DECEMBER 28, 1962 IN BOOK G375, PAGE 253 IN OFFICIAL RECORDS A DISTANCE OF 192.74 FEET TO THE NORTH LINE OF SAID DEED, SAID LINE AL50 BEING THE SOUTH LINE OF TRACT NO. G079 AS SHOWN ON THE MAP FILED IN BOOK 222, PAGES 42 THROUGH 43 INCLUSIVE OF MI5CELLANEOU5 MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE NORTH 89'325G" EAST ALONG SAID NORTH LINE OF SAID DEED A DISTANCE OF 433.50 FEET SAID NORTH LINE NOW AL50 BEING THE SOUTH LINE OF TRACT NO. GOBO AS SHOWN ON THE MAP FILED IN 230, PAGES 3 THROUGH 4 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 00*3055" EAST G03.08 FEET TO THE SOUTH LINE OF SAID LOT 8G, SAID SOUTH LINE ALSO BEING THE NORTH RIGHT OF WAY LINE OF PIONEER DRIVE BEING 60 FEET IN WIDTH; THENCE SOUTH 89'3153" WEST ALONG SAID SOUTH LINE OF LOT BG TO THE POINT OF BEGINNING. — SAID DESCRIPTION CONTAINS G.000 ACRES MORE OR LE55 AL LANp ALLfN�9oG��� No. 7914 Exp. 12-31-05 ��qrF OF C p \F���\� *LDEN & EXHIBIT 'A' SSOCIATES A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B -IRVINE,CA 92614-6236 W.0. No. 1498-202-001 Date 09-28-05 (949)660-0110 FAX:660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 - I - 21 TRACT 6079 MADELINE DRIVE TRACT 6080 Z 2 2-V M.A. 2 0 -4 M.M. 22 25 26 27 28 29 30 31 32 33 31 30 29 28 27 26 25 24 23 N 89'3 '56" E 1 41.5 ' N 89'32'56" E 433.50' o N'LY LINE DEED REC. 12-28-1962, F-- z M N IN BOOK 6375, PAGE 253, O.R. CD 0 0 0 - cn J � W 6.000 ACRES o v o Q o z >- LOT 86 0 M z LOT 85� cj b TRACT 4493 W a o 159/ 7-11 M.M. o cD 20 LOT gs EST CORNER Z ZD o r- o w P.O.B. Z U __J Z I/S 89'31'53" W 433.50' o m N 89' 1'53 E 809.99, 14 PIONEER DRIVE TRACT 493 13 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 12 N LA In S ALLEN�9 G� G CL IOyC^.c 0 a No. 7914 Exp. 12-31-05 OF p���`o��\� C SCALE:1"=200' ALDEN& EXHIBIT 'A' SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O. No. 1498-202-001 Date 09-28-05 (949)660-0110 FAx:660-0418 Engr. J.W. Chk'd J.W. Sheet 1 Of 1 EXHIBIT "B" TO GRANT DEED ADDITION This Grant is made subject to the following: The Grantor may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491. If the governing board of the public agency, here Grantee, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Grantee shall first offer the Property, in writing, to the Grantor for reacquisition, and the Grantor shall notify the Grantee, in writing, within 60 days of its intent to reacquire the Property. If the Grantor fails to give the Grantee timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition,the Grantee may otherwise use or dispose of the Property. The price that Grantor shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Grantee's cost of acquisition, calculated as a pro rata cost of acquiring the entire Property, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Grantee has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 005633.00013/568315v1 � L PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the Grant Deed dated November A! , 2005 from the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, to the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, is hereby accepted by the undersigned officer on behalf of the CITY OF HUNTINGTON BEACH pursuant to authority conferred by the California Constitution and by City Council action dated 9-19-0 5 , 2005, and the grantee consents to recordation thereof by its duly authorized officer. DATED: CITY OF HUNTINGTON BEACH By It : or APP VED AS TO FORM NIF McGRXT City Attorney tB Leonis Mulvihill (O 2.t1.0 5 Deputy City Attorney 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Lt� 1 On /C before me, JOa,r) Date Name and Title of Officer((g.,"Jane Dcfe,Notary Public") - personally appeared / II I cI Name(s)of Signer(s) t r' Y�personally known to me ❑ proved to me on the basis of satisfactory evidence I 1 to be the person(s) whose name(s) is/are ,—,—,—„ subscribed to the within instrument and JON4 L.FVM+I acknowledged to me that he/she/they executed Cowdulon#1602305 the same in his/her/their authorized Now lhabNc-CaMiM►MC capacity(ies), and that by his/her/their Ca/MY signature(s) on the instrument the person(s), or MYC�V6�=Z2. the entity upon behalf of which the persons) acted, executed the instrument. f 1 WITNESS my hand and officials al. Sig re of Notary ublic OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: f C-Cre A04/ c e Document Date: Number of Pages:.,;2_( IT Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: I Ct rd.4 • ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator %P-Other: Ma It) Signer Is Representing: F Q Jf I t' G ©1999 National Notary Association-9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 Awn.1 at.061 % ago L-�;?-***A YWOM imta�rx I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN L.FLYNN DATE COMMISSION EXPIRES: AUG 22,2009 COMMISSION NUMBER: 1602305 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED: ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code provides that the transferee of an interest in real property located in the United States must withhold tax if the transferor is a foreign person. To inform CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Transferee"), that withholding of tax is not required upon the sale by FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California ("Transferor"), of its fee simple interest in that certain real property sold pursuant to the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions dated September 23, 2005, which real property is described in the legal description attached hereto as Exhibit "A," incorporated herein by this reference,the undersigned hereby certifies the following: I. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and the income tax regulations promulgated thereunder); 2. The Transferor's United States Taxpayer Identification Number is S` 6,0013 70 ; 3. The Transferor's office address is 17210 Oak Street, Fountain Valley, CA 92708; and 4. The Internal Revenue Service has not issued any notice with respect to Transferor or listed Transferor as a person whose affidavit may not be relied upon for purposes of Section 1445 of the Internal Revenue Code. The Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I am the Superintendent of Transferor and that I have authority to sign this document on behalf of the Transferor. Dated: November 17, 2005 FOUNTAIN VALLEY SCHOOL DISTRICT Dr. arc Ecker, Superinte dent l � Attest: �� .. erk of the Gov4rimg Board of ountain Valley School District 005633.00013/568315v1 EXHIBIT "A" TO NON-FOREIGN AFFIDAVIT LEGAL DESCRIPTION OF LAND 005633.00013/568315v1 BEING A PORTION OF LOT 5G OF TRACT NO. 4493, AS SHOWN ON A MAP FILED IN BOOK 159, PAGES 7 THROUGH 11 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. AND A PORTION OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION G, IN TOWNSHIP G SOUTH, RANGE 10 WEST, IN THE RANCHO LA5 BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT BG; THENCE NORTH 0078'07" WEST ALONG THE WESTERLY LINE OF SAID LOT % A D15TANCE OF 41OA7 FEET TO THE NORTHWEST CORNER OF SAID LOT BG; THENCE NORTH 00'37'01" WEST ALONG THE WEST LINE OF THE LAND DESCRIBED IN THE DEED RECORDED DECEMBER 28, 19G2 IN BOOK G375, PAGE 253 IN OfFIGIAL RECORDS A DISTANCE OF 192.74 FEET TO THE NORTH LINE OF SAID DEED, SAID LINE AL50 BEING THE SOUTH LINE OF TRACT NO. G079 AS SHOWN ON THE MAP FILED IN BOOK 222, PAGES 42 THROUGH 43 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE NORTH 89'325G" EAST ALONG SAID NORTH LINE OF SAID DEED A DISTANCE OF 433.50 FEET SAID NORTH LINE NOW AL50 BEING THE SOUTH LINE OF TRACT NO. GO80 AS SHOWN ON THE MAP FILED IN 230, PAGES 3 THROUGH 4 INCLUSIVE OF M15CELLANEOU5 MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 00'3058" EAST G03.08 FEET TO THE SOUTH LINE OF SAID LOT BG, SAID SOUTH LINE ALSO BEING THE NORTH RIGHT OF WAY LINE OF PIONEER DRIVE BEING GO FEET IN WIDTH; THENCE SOUTH 89*3153" WEST ALONG SAID 50UTH LINE OF LOT BG TO THE POINT OF BEGINNING. .SAID DESCRIPTION CONTAINS G..000 ACRES MORE OR LE55 \p�pL LI ALLEN�ygo���< No. 7914 Exp. 12-31-05 *LDEN & EXHIBIT 'A' SSOCIATES A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B *IRVINE,CA 92614-6236 W.0. NO. 1498-202-001 Date 09-28-05 (949)660-0110 FAX:660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 - - k23 1 TRACT 6079 MADELINE DRIVETRACT 6080 2 2 2-4 M. . 2 0 -4 M.M. M25242 25 26 27 28 29 30 31 32 33 31 30 29 28 27 2 N 89'3 '56 E 1 41.5 ' I 3 N 8T32'56' E 433.50' o =� N'LY LINE DEED REC_ 12-28-1962, z IN BOOK 6375, PAGE 253, O.R. uo c� r- o o rn z J � t0 � Li d 6.000 ACRES o v � Qo z > `r LOT 86to c3 a �r z LOT 85 o TRACT 4493 I Q 3 b 159/ 7-11 M.M. o o SOUTHWEST CORNER o a Of ;o LOT 86 Z � b P.O.B. w z Ln Of o c� Z S 89'31'53" W 433.50' Q Yo ohm _ N 89'31'53 E _809.99' _ 14 PIONEER DRIVE T CT 493 13 30 29 28 27 26 25 24 23 22 21 20 19 18 17 16 15 12 oNNL LAN© ALLEN�sG�'G 0 z No. 7914 Exp. 12-31-05 Q �91F OF O pt\4o��� SCALE:1 =200' kSDEN&SOCUTES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O. NO. 1 498-202-001 Date 09-28-05 (949)660-0110 FAX:660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 ,Yt PRELIMINARY CHANGE OF OWNERSHIP REPORT FOR ASSESSOR'S USE ONLY (To be completed by Transferee(buyer)prior to transfer of subject property in accordance with Section 480.3 of the Revenue&Taxation Code.)A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located;this particular form may be used in all 58 counties of California. THIS REPORT IS NOT A PUBLIC DOCUMENT SELLER/TRANSFEROR: FOUNTAIN VALLEY SCHOOL DISTRICT BUYER/TRANSFEREE: CITY OF HUNT I NGTON BEACH ASSESSOR'S PARCEL NUMBER(S): Port i on of APN 153-271-02 PROPERTY ADDRESS OR LOCATION: 9191 PIONEER DR. , HUNT I NGTON BEACH MAIL TAX INFORMATION TO: Name: > Real Estate Services Address: > City of Huntington Beach 2000 Main St . , Huntington Beach, CA 92648 Notice: A lien for property taxes applies to your property on January 1 of each year for the taxes owing in the following fiscal year,July 1 through June 30. One-half of these taxes is due November 1,and one-half is due February 1.The first installment becomes delinquent on December 10,and the second installment becomes delinquent on April 10.One tax bill is mailed before November 1 to the owner of record. IF THIS TRANSFER OCCURS AFTER JANUARY 1 AND ON OR BEFORE DECEMBER 31, YOU MAY BE RESPONSIBLE FOR THE SECOND INSTALLMENT OF TAXES DUE FEBRUARY 1. The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. For further information on your supplemental roll obligation,please call the County Assessors's Office. PART I:TRANSFER INFORMATION Please answer all questions. Yes No O A. Is this transfer solely between husband and wife(Addition of a spouse,death of a spouse,divorce settlement,etc.)? O B. Is this transaction only a correction of the name(s)of the person(s)holding title to the property(For example,a name change upon marriage)? O C. Is this document recorded to create,terminate,or reconvey a lender's interest in the property? 0 D. Is this transaction recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest O ! (e.g.cosigner)? O E. Is this document recorded to substitute a trustee under a deed of trust,mortgage,or other similar document? F. Did this transfer result in the creation of a joint tenancy in which the seller(transferor)remains as one of the joint tenants? 0 r G. Does this transfer return property to the person who created the joint tenancy(original transferor)? E3 0 H. Is this transfer of property: 0 1)to a trust for the benefit of the grantor,or grantor's spouse? 2)to a trust revocable by the transferor? p 3)to a trust from which the property reverts to the grantor within 12 years? p I. If this property is subject to a lease,is the remaining lease term 35 years or more including written options? p i *J. Is this a transfer between parent(s)and child(ren)? p or from grandparent(s)to grandchild(ren)? p 0 ja *K. Is this transaction to replace a principal residence by a person 55 years of age or older? Within the same county?OYes o No p *L. Is this transaction to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code Section 69.5? Within the same county? O Yes 0 No *If you checked yes to J,K or L,you may qualify for a property tax reassessment exclusion,which may result in lower taxes on your property.Failure to file a claim results in the reassessment of the property. Please provide any other information that would help the Assessor to understand the nature of the transfer. IF YOU HAVE ANSWERED"YES"TO ANY OF THE ABOVE QUESTIONS EXCEPT J,K OR L,PLEASE SIGN AND DATE, OTHERWISE COMPLETE BALANCE OF THE FORM. PART ll:OTHER TRANSFER INFORMATION A. Date of transfer if other than recording date B. Type of transfer.Please check appropriate box. 10 Purchase p Foreclosure p Gift O Trade or Exchange p Merger,Stock or Partnership Acquisition 0 Contract of Sale-Date of Contract 0 Inheritance-Date of Death 0 Other:Please explain: Creation of Lease 0 Assignment of a Lease EJ Termination of a Lease O Sale/Leaseback 0 Date lease began Original term in years(including written options) Q Remaining term in years(including written options) C. W9s only a partial interest in the property transferred?0 Yes SNo If yes,indicate the percentage transferred % PCOR1 -3/29/99-Irc Page 1 of 2 4 PRELIMINARY CHANGE OF OWNERSHIP REPORT Please answer,to the best of your knowledge,all applicable questions,sign and date.If a question does not apply,indicate with"N/A". PART III:PURCHASE PRICE AND TERMS OF SALE A. CASH DOWN PAYMENT OR Value of Trade or Exchange(excluding closing costs) Amount s2, 665 , 000 B. FIRST DEED OF TRUST @ %interest for years. Pymts./Mo.=$ (Prin.&int.only) Amount $ ❑ FHA ( Discount Points) Fixed Rate ❑ New Loan ❑ Conventional Variable Rate ❑ Assumed Existing Loan Balance VA ( Discount Points) ❑ All inclusive D.T.($ Wrapped) Bank or Savings&Loan ❑ Cal-Vet ❑ Loan Carried by Seller ❑ Finance Company Balloon Payment ❑ Yes 11No Due Date Amount $ C. SECOND DEED OF TRUST @_%interest for years. Pymts./Mo.=$ (Prin.&int.only) Amount $ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan ❑ Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance Balloon Payment ❑ Yes ❑ No Due Date Amount $ D. OTHER FINANCING: Is other financing involved not covered in(b)or(c) above? ❑ Yes # No Amount $ Type .____— %interest foryears. Pymts./Mo.=$ (Prin.&int.only) ❑ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan ❑ Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance Balloon Payment ❑ Yes ❑ No Due Date Amount $ E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? ❑ Yes fl No Outstanding Balance: Amount $ F. TOTAL PURCHASE PRICE(or acquisition price,if traded or exchanged,include real estate commission if paid.) Total Items A through E $ 2, 665 , 000 G. PROPERTY PURCHASED ❑ Through a broker ■ Direct from Seller ❑ From a family member ❑ Other(explain) If purchased through a broker,provide broker's name and phone number: Please explain any special terms,seller concessions,or financing and any other information that would help the Assessor understand the purchase price and terms of sale. PART IV: PROPERTY INFORMATION A. TYPE OF PROPERTY TRANSFERRED: ❑ Single-family residence ❑ Agricultural ❑ Timeshare ❑ Multiple-family residence(no.of units: ) Co-op/Own-your-own ❑ Manufactured Home ❑ Commercial/Industrial ❑ Condominium Unimproved lot a Other(Description: Recreational fields for public park ) B. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? ❑ Yes 1 No If yes,enter date of occupancy or intended occupancy month day year month day year C. IS PERSONAL PROPERTY INCLUDED:N PURCHASE PRICE (i.e.,furniture,farm equipment,machinery,etc.) (other than a manufactured home subject to local property tax)? ❑ Yes In No If yes,enter the value of the personal property included in the purchase price$ (Attach itemized list of personal property) D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? ❑ Yes ` No If yes,how much of the purchase price is allocated to the manufactured home? $ Is the manufactured home subject to local property tax? ❑ Yes ❑ No What is the Decal Number? E. DOES THE PROPERTY PRODUCE INCOME? ❑ Yes ■No If yes,is the income from: ❑ Lease/Rent ❑ Contract ❑ Mineral Rights ❑ Other-Explain: F. WHAT WAS THE CONDITION OF PROPERTY AT THE TIME OF SALE? ❑ Good &Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other information(such as restrictions,etc.)that would assist the Assessor in determining the value of the property. property can only be used as a public park I certif that the foregoing is true,correct and complete to the best of my knowledge and belief. Signed J, Date 1 2, ej W OWNER 7MRPORATE OFFICER Pleas ri ame of New Owner Corporate Officer Phone Number where you are avaliable from 8:00 a.m.-5:00 p.m. ( ) (NOTE: The Assessor may contact you for further information) If a document evidencing a change of ownership is presented to the recorder for recordation without the concurrent filing of a preliminary change of ownership report,the recorder may charge an additional recording fee of twenty dollars\( PCOR2-8/5/99-Irc Page D AS TO FORM 2 of 2 9 J M� TH,City Ati:= i $y Leonie Mul41' Deputy City Attomey CHICAGO TITLE COMPANY 1�1,16969 VON KARMAN, IRVINE, CALIFORNIA 92606 (949)263-0123 Fax(949)263-0356 March 6,2006 Penelope Culbreth-Graft CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92646 Re: Escrow No. NE200878-JE Wardlow Property-9191 Pioneer Dr., Huntington Beach, California Dear Ms. Culbreth-Graft: The above referenced transaction was closed on November 29,2005. In connection therewith, enclosed please find the following: 1. Buyer's Settlement Statement 2. Original Non-foreign Affidavit 3. Original Form 593-C 4. Copy of recorded Grant Deed —00 5. Copy of recorded Memorandum of Agreement for Purchase and Sale and Joint Escrow Instructions Any original recorded document to which you are entitled will be mailed to you directly from the County Recorder's office.Your Policy of Title Insurance will be mailed to you under separate cover. Should you have any questions regarding the matters addressed herein, enclosed herewith or this transaction, please contact our office. Sincerely, Jo Eat Sr. National Escrow Officer National Business Unit JE:bp encl. mentioned via delivery/overnight delivery BICLTR--08/23/96bk YEAR CALIFORNIA FORM 2005 Real Estate Withholding Certificate 593-C Part 1 — Seller's Information Return this form to your escrow corn an . Name(including spouse,It jointly owned-see Instructions-type or print) SSN,FEIN or CA Corporation no. urn tp rig ilAtC�. C. C- r T qS�- 6 00/ 370 Address(number and street) Private Mailbcv no. Spouse's SSN(if jointly owned) 17Z10 OAle- S-r�' — Ctty State ZIP Code Note:If you do not furnish your tax r5owv"T74�rN VA UL -x Z l-0 ID number,this certificate is void. Property address(if no street address,provide parcel number and county) Ownersnlp Percentage e"� ,cam pro Read the following and check the appropriate boxes. (See line-by-line notes in the instructions.) Part 11—Certifications which fully exempt the sale from withholding: YES NO 1. Does the property qualify as the seller's(or decedent's,if being sold by the decedent's estate)principal residence within the meaning of Internal Revenue Code(IRC)Section 121? ......... .... ............ ... .... .... .... .... .... .... .... ....... .... ........ . ❑ 2. Did the seller(or decedent,if being sold by the decedent's estate)last use the property as the seller's(decedent's)principal residence within the meaning of IRC Section 121 without regard to the two-year time period? .. .... ................... ........ .... ........ ❑ 3. Will the seller have a Ions orzero gain for California income tax purposes on this sale? (To deck"YES",you must complete Form 593-L,Real Estate Withholding—Computation of Estimated Gain or Loss,and have a loss or zero gain on line 16.) ... ....... .... ❑ ter 4. Is the property being compulsorily or involuntarily converted and does the seller intend to acquire property that is similar or related in service or use to qualify for nonrecognition of gain for California income tax purposes under IRC Section 1033? .... ....... ......... ❑ 5. Will the transfer qualify for non recognition treatment under IRC Section 351 (transfer to a corporation controlled by the rd transferor)or IRC Section 721 (contribution to a partnership in exchange for a partnership interest)? ...... .... 0....... ............. ❑ to B. Is the seller a corporation(or an LLC classified as a corporation for federal and California income tax purposes)that is either qualified through the California Secretary of State or has a permanent place of Business in California? ... ....... .... ........... .... ....... . ❑ �Q 7. Is the seller a partnership(o r an LLC that is not a disregarded single member LLC and is classified as a partnership for fede ral and California income tax purposes)with recorded title to the property.in the name of the partnership or LLC? (If yes,the partnership or LLC must withhold on nonresident partners or members as required.) ................... ........ ... .... . ❑ EY 8. Is the seller a tax-exempt entity under either California or federal law? .... ........................ .... ....... .... ............ 9 ❑ 9. Is the seller an insurance company,individual retirement account,qualified pension/profit sharing plan,or charitable remainder trust? ... ❑ E Part III —Certifications that may partially or fully exempt the sale from withholding: Escrow Officer:See instructions for amounts to withhold. 10. Will the transfer qualify as a simultaneous like-kind exchange within the meaning of IRC Section 1031? ... .... ... .... ....... .... ... . ❑ 19 11.Will the transfer qualify as a deferred like-kind exchange within the meaning of IRC Section 1031? ..... ........... .... .... .... ..... ❑ 12. Will the transfer of this property be an installment sale that you will report as such for California tax purposes and has the bJJYgL agreed to withhold on each principal payment instead of withholding the full amount at the time of transfer? ........ ... ........ . ❑ Part IV—Seller's Signature Under penalties of perjury, I hereby certify that the information provided above is,to the best of my knowledge,true and correct. If conditions change, I will promptly inform the withholding agent. I understand that completing this form does not exempt me from filing a Calif 'a income or franchise tax return to report this sale. Seller's Name and Title Sellers Signaturr�_ �"""" _ _ Date �� "f7-0eo Spouse's Name _ Spouse's Signature Date Seller: If you checked"YES"to any question in Part II,you are exempt from real estate withholding. If you checked"YES"to any question in Part III,you may qualify for a partial or complete withholding exemption. If you checked"NO"to all of the questions in Part II and Part III,the withholding will be 31/3 percent of the total sales price. If you are withheld upon,the withholding agent should give you two copies of Form 593-B,Real Estate Withholding Tv Statement. Attach one copy to the lower front of your California income tax return and keep the othercopy foryour records. For Privacy Act Notice,getformFTB 1131 Bndividuals only). —� 593 CO4103 1 _ Form 593-C C2 2004 CHICAGO TITLE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05820-NE200878 -001 ORDER NUMBER: 05820-NE200878 CLOSING DATE: 11/29/05 CLOSER: Joy Eaton/Dennis Chaplin BUYER: CITY OF HUNTINGTON BEACH SELLER: FOUNTAIN VALLEY SCHOOL DISTRICT PROPERTY: WARDLOW PROPERTY - 9191 PIONEER DR. , HUNTINGTON BEACH, CALIFORNIA CHARGE BUYER CREDIT BUYER Sales Price $ 2,665,500.00 $ Earnest Money Deposit 50, 000.00 Transfer from Escrow #NE200888-JE EST 2, 919.93 Deposit on 10/31/05 2,616,000.00 Premium for CLTA Owner's Policy (1/2) 1, 720.13 Escrow Fee (1/2) 1,699.80 -------------- -------------- TOTALS $ 2,668, 919.93 $ 2,668,919.93 -------------- -------------- -------------- -------------- CHICAGO TITLE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05820-NE200878 -001 ORDER NUMBER: 05820-NE200878 CLOSING DATE: 11/29/05 CLOSER: Joy Eaton/Dennis Chaplin BUYER: CITY OF HUNTINGTON BEACH SELLER: FOUNTAIN VALLEY SCHOOL DISTRICT PROPERTY: WARDLOW PROPERTY - 9191 PIONEER DR. , HUNTINGTON BEACH, CALIFORNIA CHARGE BUYER CREDIT BUYER Sales Price $ 2,665,500.00 $ Earnest Money Deposit 50, 000.00 Transfer from Escrow #NE200888-JE EST 2,919.93 Deposit on 10/31/05 2,616, 000.00 Premium for CLTA Owner's Policy (1/2) 1,720.13 Escrow Fee (1/2) 1,699.80 -------------- -------------- TOTALS $ 2,668,919.93 $ 2,668,919.93 -------------- -------------- /An:l3 �c/ oL ATTAC H M E N T #2 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: FOUNTAIN VALLEY SCHOOL DISTRICT Attn: Dr.Barry Blade, Chief Business Officer 17210 Oak Street Fountain Valley, CA 92708 Fax: (714) 843-3252 (Space Above This Line For Recorder's Use) AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS Between FOUNTAIN VALLEY SCHOOL DISTRICT And CITY OF HUNTINGTON BEACH (Portion of Lamb Property) Effective Date: September 23, 2005 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of September 23,2005 ("Effective Date"),by and between the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California ("District" or "Seller" depending on context), and the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (`Buyer"). Seller and Buyer are sometimes hereinafter referred to individually as a "Party' and collectively as the "Parties.,, RECITALS A. WHEREAS, Seller is the owner in fee of that certain real property consisting of approximately 14.25 acres of land located at 10251 Yorktown Street, City of Huntington Beach, County of Orange, State of California, more particularly know as the Lamb property. B. WHEREAS, Seller desires to sell its approximately 14.25 acre property pursuant to the surplus property procedures set forth in Education Code Section 17455 et se ., and Buyer desires to purchase a portion of the 14.25 acres pursuant to Education Code Section 17464(a). C. WHEREAS, Seller is the owner in fee of that certain real property consisting of approximately 2.6 acres of land located at 10251 Yorktown Street, City of Huntington Beach, County of Orange, State of California ("Land") more particularly known as a portion of the Lamb property and as more particularly described in the legal 'description and map depiction attached to this Agreement as Exhibit"A," and incorporated herein by this reference. B. 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 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. 005633.000 12/549829v 1 2 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 ONE MILLION ONE HUNDRED FIFTY EIGHT THOUSAND FIVE HUNDRED NINETY SIX DOLLARS ($1,158,596) (25% of the product of 2.6 acres multiplied by fair market value of $1,782,456 per acre) (the "Purchase Price"). 1.3 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. 1.4 Initial Deposit. Buyer shall place into escrow FIFTY THOUSAND DOLLARS ($50,000.00) as a good faith deposit ("Initial Deposit") within seven (7) business days from the Opening of Escrow, as set forth in Section 3.1 below. The Initial Deposit shall be -fully refundable, provided Buyer is not in breach or default of this Agreement, if Buyer chooses to not purchase the Property due to: (1) Buyer's disapproval of the Property pursuant to Section 2, (2) the failure of any of the conditions set forth in Section 4.1 of the Agreement, or(3) the filing of a California Environmental Quality Act challenge against Buyer prior to the Close of Escrow. In the event that Buyer chooses to not purchase the Property pursuant to the foregoing, Buyer shall so notify the Escrow Agent and the Seller, whereupon.Escrow shall be canceled and the Initial Deposit shall be returned to Buyer. 1.4.1 Deposit Non-refundable. Upon Buyer's approval of the Property as set forth in Section 2 and satisfaction and/or waiver of all of the conditions set forth in Sections 4.1, the Initial Deposit, including all interest accrued thereon, shall become non-refundable and shall be applicable to the Purchase Price, subject to refund to Buyer if Seller subsequently defaults or there is a substantial failure of a Closing condition. 1.4.2 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. 1.4.3 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. 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 005633.00012/549829v 1 3 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. Prior to entering onto the Property before the Close of Escrow, Buyer shall, at its own cost and expense, obtain public liability and property damage insurance, insuring against all bodily injury, property damage, personal injury, and other loss or liability caused by or connected with Buyer's investigation or inspection of Property in amounts not less than: (a) $1,000,000.00 for injury to or death of one person and, subject to the limitation for the injury or death of one person, of not less than $1,000,000.00 for injury to or death of two or more persons as a result of any one accident or incident; and (b) $1,000,000.00 for property damage. The policy shall name Seller as an additional insured and shall be issued by either a California admitted surety or through a joint powers agency, or similar entity, formed for the purpose of providing insurance to public entities. Furthermore, 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, and the existence of any contamination, Hazardous Materials, debris, or other structures located on, under or about 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. The foregoing disclaimer includes, without limitation, topography, climate air, water rights, utilities, present and future zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Property is suited, or drainage. The Seller makes no representation or warranty concerning the compaction of soil upon the Property,nor of the suitability of the soil for construction. 005633.00012/549829v 1 DRAFT 2.4 Hazardous Materials. Buyer, and each of the entities constituting Buyer, if any, from and after the Closing, hereby waives, releases, remises, acquits and forever discharges District, its directors, officers, shareholders, employees, and agents, and its respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses,which concern or in any way relate to the physical or environmental conditions of the Property,the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, arising by virtue of the physical or environmental condition of the Property, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom, whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties. In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows: "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." COUNTERPART BUYER'S INITIALS: SELLER'S INITIALS: Buyer and each of the entities constituting Buyer, shall, from and after the Closing, defend, indemnify and hold harmless District and its officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all Environmental Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Property whether before or after the Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any time whether before or after the Closing, including, but not limited to, all foreseeable and unforeseeable damages, fees, costs, losses and expenses, including any and all attorneys' fees and environmental consultant fees and investigation costs and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Buyer further agrees that in the event Buyer obtains, from former or present owners of the Property or any other persons or entities, releases from liability, indemnities, or other forms of hold harmless relating to the subject matter of this section, Buyer shall use its diligent efforts to obtain for District the same releases, indemnities and other comparable provisions. For purposes of this Section 2.4, the following terms shall have the following meanings. APP ED A TO FORKS NI Mc�iLS y Attorney 005633.00012/549829v1 5 II/ By Le.ie Mulvihill Q-13-0 S Deputy City Attorney 2.4 Hazardous Materials. Buyer, and each of the entities constituting Buyer, if any, from and after the Closing, hereby waives, releases, remises, acquits and forever discharges District, its directors, officers, shareholders, employees, and agents, and its respective heirs, successors, personal representatives and assigns, of and from any and all Environmental Claims, Environmental Cleanup Liability and Environmental Compliance Costs, as those terms are defined below, and from any and all actions, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, loss, costs, liabilities and expenses, which concern or in any way relate to the physical or environmental conditions of the Property, the existence of any Hazardous Material thereon, or the release or threatened release of Hazardous Materials therefrom, whether existing prior to, at or after the Closing. It is the intention of the parties pursuant to this release that any and all responsibilities and obligations of Seller, and any and all rights, claims, rights of action, causes of action, demands or legal rights of any kind of Buyer, its successors, assigns or any affiliated entity of Buyer, arising by virtue of the physical or environmental condition of the Property, the existence of any Hazardous Materials thereon, or any release or threatened release of Hazardous Material therefrom, whether existing prior to, at or after the Closing, are by this Release provision declared null and void and of no present or future force and effect as to the parties. In connection therewith, Buyer and each of the entities constituting Buyer, expressly agree to waive any and all rights which said party may have under Section 1542 of the California Civil Code which provides as follows: "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 q ,heer must have materially affected his or her settlement with the debtor. U1� 1 BUYER'S INITIALS: SELLER'S INITIALS: ,s Buyer and each of the entities constituting Buyer, shall, from and after the Closing, defend, indemnify and hold harmless District and its officers, directors, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all Environmental Claims, Environmental Cleanup Liability, Environmental Compliance Costs, and any other claims, actions, suits, legal or administrative orders or proceedings, demands or other liabilities resulting at any time from the physical and/or environmental conditions of the Property whether before or after the Closing or from the existence of any Hazardous Materials or the release or threatened release of any Hazardous Materials of any kind whatsoever, in, on or under the Property occurring at any time whether before or after the Closing, including, but not limited to, all foreseeable and unforeseeable damages, fees, costs, losses and expenses, including any and all attorneys' fees and environmental consultant fees and investigation costs and expenses, directly or indirectly arising therefrom, and including fines and penalties of any nature whatsoever, assessed, levied or asserted against any Indemnified Parties to the extent that the fines and/or penalties are the result of a violation or an alleged violation of any Environmental Law. Buyer further agrees that in the event Buyer obtains, from former or present owners of the Property or any other persons or entities, releases from liability, indemnities, or other forms of hold harmless relating to the subject matter of this section, Buyer shall use its diligent efforts to obtain for District the same releases, indemnities and other comparable provisions. For purposes of this Section 2.4, the following terms shall have the following meanings. 005633.00012/549829v 1 5 (a) `Environmental Claim" means any claim for personal injury, death and/or property damage made, asserted or prosecuted by or on behalf of any third party, including, without limitation, any governmental entity, relating to the Property or its operations and arising or alleged to arise under any Environmental Law. (b) "Environmental Cleanup Liability" means any cost or expense of any nature whatsoever incurred to contain, remove, remedy, clean up, or abate any contamination or any Hazardous Materials on or under all or, any part of the Property, including the ground water thereunder, including, without limitation, (A) any direct costs or expenses for investigation, study, assessment, legal representation, cost recovery by governmental agencies, or ongoing monitoring in connection therewith and (B) any cost, expense, loss or damage incurred with respect to the Property or its operation as a result of actions or measures necessary to implement or effectuate any such containment, removal, remediation, treatment, cleanup or abatement. (c) `Environmental Compliance Cost" means any cost or expense of any nature whatsoever necessary to enable the Property to comply with all applicable Environmental Laws in effect. `Environmental Compliance Cost' shall include all costs necessary to demonstrate that the Property is capable of such compliance. (d) `Environmental Law" means any federal, state or local statute, ordinance, rule, regulation, order, consent decree, judgment or common-law doctrine, and provisions and conditions of permits, licenses and other operating authorizations relating to (A) pollution or protection of the environment, including natural resources, (B) exposure of persons, including employees, to Hazardous Materials or other products, raw materials, chemicals or other substances, (C)protection of the public health or welfare from the effects of by-products, wastes, emissions, discharges or releases of chemical substances from industrial or commercial activities, or (D) regulation of the manufacture, use or introduction into commerce of chemical substances, including, without limitation, their manufacture, formulation, labeling, distribution, transportation, handling, storage and disposal. (e) "Hazardous Material" is defined to include any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is: (A) petroleum or oil or gas or any direct or derivate product or byproduct thereof; (B) defined as a "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (C) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley- Tanner Hazardous Substance Account Act); (D) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Sections 255010) and (k) and 25501.1 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (E) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (F) "used oil" as defined under Section 25250.1 of the California Health and Safety Code; (G) asbestos; (H) listed under Chapter 11 of Division 4.5 of Title 22 of the California Code of Regulations, or defined as hazardous or extremely hazardous pursuant to 005633.00012/549829v1 6 Chapter 10 of Division 4.5 of Title 22 of the California Code of Regulations; (1) defined as waste or a hazardous substance pursuant to the Porter-Cologne Act, Section 13050 of the California Water Code; (J) designated as a"toxic pollutant"pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317; (K) defined as a "hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (L) defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et SeMc. (42 U.S.C. § 9601); (M) defined as "Hazardous Material" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et se .; or (N) defined as such or regulated by any "Superfund" or "Superlien" law, or any other federal, state or local law, statute, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or.standards of conduct concerning Hazardous Materials and/or oil wells and/or underground storage tanks and/or pipelines, as now, or at any time hereafter, in effect. Notwithstanding any other provision of this Agreement, Buyer's release and indemnification as set forth in the provisions of this Section, as well as all provisions of this Section shall survive the termination of this Agreement and shall continue in perpetuity. 2.5 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. Buyer's failure to deliver Buyer's Due Diligence Notice on or before the expiration of the Due Diligence Period shall be conclusively deemed Buyer's approval thereof. 2.6 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 005633.00012/549829v 1 7 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. 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 Joy Eaton of Chicago Title Company ("Escrow Holder") at its offices located at 16969 Von Karman, Irvine, CA, 92606, Tel: (949) 263-0126, Fax: (949) 263-0356, 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 7.3 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 Susie Calwell, Tel: (949) 263- 4035, Fax: (949) 263-1022 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 November 1, 2005 ("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 "D" 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 l:00 p.m. on the business day preceding the Closing Date, Buyer shall deliver to Escrow Holder: (a) the Purchase Price less Initial Deposit; 005633.00012/549829v1 8 (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. 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. 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. 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. 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. 005633.00012/549829v 1 9 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: (c) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Escrow Holder, (d) title exceptions approved by Buyer pursuant to Section 2.6 of this Agreement; (e) title exceptions resulting from documents being recorded or delivered through Escrow pursuant to this Agreement; and (f) any other exceptions approved in writing by Buyer. The terms of sub-sections (a) through (d), 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_ 005633.00012/549829v 1 10 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 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. 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. (g) 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. (h) 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. (i) There are no leases or other agreements relating to the right of possession and/or occupancy of the Property. 005633.00012/549829v I 1 1 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. 5.2 Buyer's Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller, which is (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 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. 5.4 "AS-IS". Except as provided in Section 5.1 above, Seller makes no representation or warranty of any kind as to the Property, including, but not limited to, the physical condition of the Property or the existence of any Hazardous Substance on or under the Property. As more specifically set forth in Sections 2.3 and 2.4 herein, Buyer acknowledges and agrees that except as specifically set forth herein it is purchasing the Property in an "As-Is" condition and further acknowledges that Buyer is assuming all risk associated with any use, generation, storage, disposal, discharge, release, presence or transportation ,of any Hazardous Substances on, under, or about the Property and that Buyer will defend, indemnify and hold the Seller harmless from any liability for any such use, generation, storage, disposal, discharge, release, presence or transportation. Nothing in this Section 5.4 shall limit the effect of Sections 2.3, 2.4 or any other Section herein. 005633.00012/5498290 12 DRAFT 5.5 LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, ACTUAL DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THEREFORE, AGREE THAT THE INITIAL DEPOSIT PAID HEREUNDER SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE. BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON SUCH BREACH OR DEFAULT BY BUYER, TO RELEASE SAID PAYMENT(S) AND ACCRUED INTEREST THEREON TO SELLER SHOULD ESCROW HOLDER THEN BE IN POSSESSION THEREOF. THE FOREGOING PROVISION SHALL IN NO WAY LIMIT OR IMPAIR SELLER'S RIGHT OR ABILITY TO RECOVER FROM BUYER ATTORNEY'S FEES TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR ANY SUMS WHICH MAY BECOME DUE TO SELLER BASED UPON ANY INDEMNITY PROVIDED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT. Buyer's Initials c Date -a (- 05 Seller's Initials Date COUNTERPART 6. RIGHT OF FIRST REFUSAL. Buyer and Seller acknowledge that Seller is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that Buyer is purchasing the Property at a reduced price (25%of the fair market value) pursuant to said Codes, in order to preserve said Property as recreational open space/park land. The Seller may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided in this section shall be set forth in the Grant Deed. If the governing board of the public agency, here Buyer, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Buyer shall first offer the Property, in writing, to the Seller for reacquisition under this section, and the Seller shall notify the Buyer, in writing, within 60 days of its intent to reacquire the Property. If the Seller fails to give the Buyer timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Buyer may otherwise use or dispose of the Property. The price that Seller shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Buyer's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Buyer has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. APP VED AS TO FORM E I E McG H,City Attorney 005633.00012/549829vI 13 By Leonie ulvibill �`. 13.Q 5 Deputy City Attorney 5.5 LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT IN THE EVENT OF A DEFAULT OR BREACH OF THIS AGREEMENT BY BUYER, ACTUAL DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THEREFORE, AGREE THAT THE INITIAL DEPOSIT PAID HEREUNDER SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE. BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON SUCH BREACH OR DEFAULT BY BUYER, TO RELEASE SAID PAYMENT(S) AND ACCRUED INTEREST THEREON TO SELLER SHOULD ESCROW HOLDER THEN BE IN POSSESSION THEREOF. THE FOREGOING PROVISION SHALL IN NO WAY LIMIT OR IMPAIR SELLER'S RIGHT OR ABILITY TO RECOVER FROM BUYER ATTORNEY'S FEES TO WHICH SELLER MAY OTHERWISE BE ENTITLED UNDER THIS AGREEMENT OR ANY SUMS WHICH MAY BECOME DUE TO SELLER BASED UPON ANY INDEMNITY PROVIDED BY SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT. Buyer's Initials Date Seller's Initials Date /C r 6. RIGHT OF FIRST REFUSAL. COUNTERPART Buyer and Seller acknowledge that Seller is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that Buyer is purchasing the Property at a reduced price (25% of the fair market value) pursuant to said Codes, in order to preserve said Property as recreational open space/park land. The Seller may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided in this section shall be set forth in the Grant Deed. If the governing board of the public agency, here Buyer, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Buyer shall first offer the Property, in writing, to the Seller for reacquisition under this section, and the Seller shall notify the Buyer, in writing, within 60 days of its intent to reacquire the Property. If the Seller fails to give the Buyer timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Buyer may otherwise use or dispose of the Property. The price that Seller shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Buyer's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Buyer has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 005633.00012/549829vl 13 7. MISCELLANEOUS. 7.1 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. 7.2 Attorneys' Fees; Litigation. If either Party commences an action against the other Party arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing Party, 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 terms of this Agreement. In addition, neither Party shall be obligated for any economic or consequential damages or 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. 7.3 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: To Seller: FOUNTAIN VALLEY SCHOOL DISTRICT Attn: Dr. Barry Blade, Chief Business Officer 17210 Oak Street Fountain Valley, CA 92708 Fax: (714) 843-3252 Tel: (714) 843-3250 With copy to: ATKINSON, ANDELSON, LOYA, RUUD &ROMO Attn: Andreas Chialtas 17871 Park Plaza Drive, Suite 200 Cerritos, CA 90703-8597 Fax: (562) 653-3333 Phone (5'62) 653-3200 005633.00012/549829v 1 14 To Buyer: CITY OF HUNTINGTON BEACH Attn: Penelope Culbreth-Graft, DPA, City Administrator P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 Fax: (714) 374-1590 Phone: (714) 536-5575 With copy to: CITY OF HUNTINGTON BEACH Attn: Jennifer McGrath, City Attorney P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 Fax: (714) 374-1590 Phone: (714) 536-5555 7.4 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. 7.5 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. 7.6 Assigjiment. 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. 7.7 Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights upon any party not signatory to this Agreement. 7.8 Binding on Heirs. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors, and assigns. 7.9 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 7.10 Condemnation. In the event that any substantial portion of the Property is taken or designated to be taken by condemnation proceedings not instigated by either Party hereto, or proceedings in lieu thereof, prior to the Close of Escrow, Buyer shall have the right to terminate this Agreement and cancel Escrow by delivering to Seller and Escrow Holder written notice thereof. "Substantial portion" used in this Section 7.10, shall be defined as ten percent (10%) or more of the Property or the taking of a portion of the Property which materially affects the subdivision and development of the remainder of the Property. In the event Buyer does not elect 005633.00012/5498290 15 to terminate this Agreement pursuant to this Section 7.10, Buyer shall be entitled to all condemnation proceeds upon the Close of Escrow for the purchase and sale of the Property. 7.11 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. 7.12 Exhibits. 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 WARDLOW LAND "B" - GRANT DEED "C" - PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE "D" NON-FOREIGN AFFIDAVIT 7.13 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. 7.14 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. 7.15 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. 7.16 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. 7.17 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement shall survive the Close of Escrow. 7.18 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. 7.19 Nondiscrimination. There shall be no discrimination by Seller nor 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. 005633.00012/549829v1 16 7.20 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. 7.21 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 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. 7.22 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. 7.23 Covenants to Survive Escrow. The covenants and agreements contained in this Agreement shall survive the Close of Escrow. * * * Signatures on Following Page 005633.00012/549829v 1 17 IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. Seller: FOUNTAIN VALLEY SCHOOL DISTRICT By: Dr. Marc Ecker, Superintendent Attest: VZ. 'D` '�-- k of the Governing Board of ountain Valley School District APPROVED AS TO FORM: ATKINSON,ANDELSON,LOYA,RUUD&ROMO COUNTERPART By: Andreas C. Chialtas, Esq., legal counsel for Fountain Valley School District Buyer: CITY OF HUNTINGTON BEACH By: Its: Mayor Attest: By: Its: City Clerk APPROVED AS TO FORM: By: Jennifer McGrath, Esq., City Attorney for City of Huntington Beach 005633.00012/549829v 1 18 DRAFT IN WITNESS WHEREOF, this Agreement has been executed as of the Effective Date. Seller: FOUNTAIN VALLEY SCHOOL DISTRICT By: Dr. Marc Ecker, Superintendent Attest: Clerk of the Governing Board of Fountain Valley School District APPROVED AS TO FORM: COUNTERPART ATKINSON,ANDELSON,LOYA,RUUD&ROMO By: Andreas C. Chialtas,Esq., legal counsel for Fountain Valley School District Buyer: CITY OF HUNTINGTON BEACH By: Its: ayor Attest: B !� Its: C t Clerk APPROVED AS TO FORM: By: V"*'YT A%L Jennifer Mc rat , Esq., City A t ney or 1 1 City of Huntington Beach 005633.00012/549829v1 18 EXHIBIT "A" LEGAL DESCRIPTION OF LAND (To Be Inserted) 11-A)l C/LJ4-j 005633.00012/549829v1 19 EXHIBIT "B" RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: CITY OF HUNTINGTON BEACH Attn: Penelope Culbreth-Graft,DPA, City Administrator P.O. Box 190 2000 Main Street Huntington Beach, CA 92646 (Space Above For Recorder's Use) add applicable transfer/documentary tax information GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, hereby grants to CITY OF HUNTINGTON BEACH, a municipal corporation of the Sate of California, that certain real property located in the City of Huntington Beach, County of Orange, State of California ("Property"), as described in the legal description attached hereto as Exhibit "A," incorporated herein by this reference. THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: 1. Current taxes and assessments. 2. All other covenants, conditions, restrictions, reservations, rights, rights of way, easements and title matters whether or not of record or visible from an inspection of the Property and all matters which an accurate survey of the Property would disclose. [See Addition to Grant Deed attached hereto as Exhibit"B" and incorporated herein by this reference.] Dated: FOUNTAIN VALLEY SCHOOL DISTRICT Dr. Marc Ecker, Superintendent Attest: V/. erk of the Governing Board of Fountain Valley School District 005633.00012/549829v 1 20 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , before me, , Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 005633.00012/549829v 1 21 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , before me, , Notary Public, personally appeared , personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 00563300012/54982W1 22 EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF LAND (To Be Inserted) 005633.00012l549829v 1 23 EXHIBIT`B TO GRANT DEED ADDITION This Grant is made subject to the following: The Grantor may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491. If the governing board of the public agency,here Grantee, determines that the Property is no longer needed for playground, playing field,or other outdoor recreational and open-space purposes, the Grantee shall first offer the Property, in writing, to the Grantor for reacquisition, and the Grantor shall notify the Grantee, in writing, within 60 days of its intent to reacquire the Property. If the Grantor fails to give the Grantee timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the Grantee may otherwise use or dispose of the Property. The price that Grantor shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Grantee's cost of acquisition, calculated as a pro rata cost of acquiring the entire Property, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Grantee has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 00563300012/549629v1 2 EXHIBIT "C" PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certify that the interest in real property conveyed by the Grant Deed dated , 2005 from the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, to the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, is hereby accepted by the undersigned officer on behalf of the CITY OF HUNTINGTON BEACH pursuant to authority conferred by the California Constitution and by City Council action dated , 2005, and the grantee consents to recordation thereof by its duly authorized officer. DATED: CITY OF HUNTINGTON BEACH By: Its: Mayor 005633.00012/549829v 1 25 EXHIBIT "D95 NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code provides that the transferee of an interest in real property located in the United States must withhold tax if the transferor is a foreign person. To inform CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Transferee"), that withholding of tax is not required upon the sale by FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California ("Transferor"), of its fee simple interest in that certain real property sold pursuant to the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions dated September 23, 2005, which real property is described in the legal description attached hereto as Exhibit "A," incorporated herein by this reference, the undersigned hereby certifies the following: I. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and the income tax regulations promulgated thereunder); 2. The Transferor's United States Taxpayer Identification Number is 3. The Transferor's office address is , and 4. The Internal Revenue Service has not issued any notice with respect to Transferor or listed Transferor as a person whose affidavit may not be relied upon for purposes of Section 1445 of the Internal Revenue Code. The Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I am the Superintendent of Transferor and that I have authority to sign this document on behalf of the Transferor. Dated: FOUNTAIN VALLEY SCHOOL DISTRICT Dr. Marc Ecker, Superintendent r Attest: lr ofthe Governing Board of ntain Valley School District 005633.00012/5498290 26 EXHIBIT "A" TO NON-FOREIGN AFFIDAVIT LEGAL DESCRIPTION OF LAND (To Be Inserted) 005633.00012/549829v1 27 t /f China, •.i,r.. € Recorded In official Records,Orange County Tom Daly, Clerk-Recorder WHEN RECORDED RETURN TO: Illlllllllllllllllllllllllllllllllllllllllllllllllllllllllllll NO FEE FOUNTAIN VALLEY SCHOOL DISTRICT 2005000949174 08:00am 11/29/05 Attn: Dr. Barry Blade,Chief Business Officer 10649 M1010 17210 Oak Street 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fountain Valley,CA 92708 W { This document is being recorded for the [space above this Iine for Recorder's use] r benefit of the City of Huntington Beach and 1 is exempt from the payment of a recording fee (Sec. 6I03) . MEMORANDUM OF AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS This Memorandum of Agreement for Purchase and Sale and Joint Escrow Instructions t ("Memorandum") evidences that an Agreement for Purchase and Sale and Joint Escrow �j Instructions ("Agreement"), dated September 23, 2005, was entered into by and between the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division : of Title 2 of the Education Code of the State of California ("District"), and the CITY OF 14UNTINGTON BEACH, a municipal corporation of the State of California("City"). Such Agreement provides in part that District is the owner in fee of that certain real property consisting of approximately 2.6 acres of land located at 10251 Yorktown Street, City of Huntington Beach, County of Orange, State of California, more particularly known as a portion of the Lamb Elementary School property, which property is described more particularly in the legal description and map depiction attached hereto as Exhibit "A" ("the Property"). Such Agreement further provides the terms and conditions upon which City shall acquire the Property from District. Such Agreement provides in part that District is a public school district selling the Property pursuant to certain laws found in the California Education Code and California Government Code, and that City is purchasing the Property at a reduced price (25% of the fair market value) pursuant to said Codes, in order to preserve said Property as recreational open space/park land. The District may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491, and the rights of reacquisition provided by the Agreement and Education Code Section 17491 shall be set forth in the Grant Deed. If the governing board of the public agency, here City, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes,the City shall first offer the Property, in writing, to the District for reacquisition under the Agreement and Education Code Section 17491, and the District shall notify the City, in writing, within 60 days of its intent to reacquire the Property. If the District fails to give the City timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition, the City may otherwise use or dispose of the Property. 005633.00012/578025vI The price that District shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the City's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the City has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year written below. DISTRICT: CITY: FOUNTAIN VALLEY SCHOOL CITY OF HUNTINGTON BEACH DISTRICT executed ir, rountVrpart BY Dr. arc Ecker, Superintendent Penny Culbreth-Graft, City Administrator Date: `I-- j-/- 0 `' Date: A ST: ATTEST: execute,'-f?:1 CC'u"Ifor al t Clerk o the Go erring Board of City Clerk the Fountain Valley School District Date: Date: 005633.00012/578025v1 The price that District shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the City's cost of acquisition, calculated as a pro rata cost of acquiring the entire parcel, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the City has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year written below. DISTRICT: CITY: FOUNTAIN VALLEY SCHOOL CITY OF HUNTINGTON BEACH DISTRICT By: _ By: Z,.,, �� c � Dr. Marc Ecker, Superintendent V,7- Pay C breth-Graft, City Ad imstrator Date: Date: l i - 1'1- 0 3 ATTEST: ATTEST: Clerk of the Governing Board of City,Clerk the Fountain Valley School District Date: Date: 005633.00012/578025v1 DISTRICT'S ACKNOWLEDGEMENT STATE OF CALIFORNIA } 1 ss. COUNTY OF ORANGE On 2005, before me, d r V V, Notary Public, personally appeared LUr. 6'X—c,r A 0 v�(Ak personally known to me (or 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. Witness my hand and offici-L-eal. �MMII ` cow* N ry blic ' eon, +m'p' [SEAL] 005633.00012/578025v1 CITY'S ACKNOWLEDGEMENT STATE OF CALIFORNIA I 1 ss. COUNTY OF ORANGE ) OnNoiiembar 2005, before me, gobin gnhari-, Notary Public, personally appeared Dr- penp t npe cjj 1 broth rra ft , personally own to me (or proved to me on the basis of satisfactory evidence) to be the persom iUS-R�they hose nae are subscribed to the within instrument and acknowledged to me that h executed the same in his their authorized capacity(IoQ, and that by his er their signature on the instrument the personNor the entity upon behalf of which the personKacted, executed the instrument. Witness my hand and official seal. ~ROBIN ROBERTS .. COMM.f11552T00 NOTARY pOIM•WORNIA UM I CAA, �1+1 2009'r Notary Public (SEAL) 005633.00013/578026YI EXHIBIT "A" TO MEMORANDUM OF AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS LEGAL DESCRIPTION &MAP DEPICTION 005633.00012/578025v1 BEING A PORTION OF THE 5OUTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 5, IN TOWNSHIP 6 SOUTH, RANGE 10 WEST, IN THE RANCHO LAS BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 51, PAGE 12 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 5, SAID POINT ALSO BEING THE CENTERLINE INTERSECTION OF BROOKHUR5T STREET AND YORKTOWN AVENUE; THENCE NORTH 885451" EAST ALONG THE SOUTH LINE OF SAID NORTHWEST 1/4, A D15TANCE OF 722.01 FEET TO THE SOUTHEAST CORNER OF TRACT 4305 AS SHOWN ON THE MAP FILED IN BOOK 1G4, PAGES 12 THROUGH 18 INGLU5IVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE NORTH 01'!9'35- WEST ALONG THE EAST LINE OF SAID TRACT 4305, A DISTANCE OF 40.00 TO A LINE THAT 15 PARALLEL WITH AND 40,00 FEET NORTHERLY OF SAID SOUTH LINE SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EAST LINE OF TRACT 4305 NORTH 0119'35" WEST 49G27 FEET TO A LINE THAT 15 PARALLEL WITH AND 2GO.00 FEET 5OUTHERLY OF THE SOUTHERLY LINE OF SAID TRACT 4305; THENCE NORTH 88752DW EAST ALONG SAID PARALLEL LINE A DISTANCE OF 228.00 FEET TO A LINE THAT 15 PARALLEL WITH AND 228.00 FEET EASTERLY OF THE EAST LINE OF SAID TRACT 4305. THENCE 5OUTH 0119'35" EAST ALONG SAID PARALLEL LINE A D15TANCE OF 49G.45 FEET TO A A LINE THAT 15 PARALLEL WITH AND 40DO FEET NORTHERLY OF THE SOUTH LINE OF SAID 1/4; THENCE SOUTH 885451" WEST ALONG SAID SOUTH LINE A DISTANCE OF 228.00 FEET TO THE TRUE POINT OF BEGINNING. SAID DE5GRIPTION CONTAINS 2398 ACRES MORE OR LE55 pL LAND ALLEN,�9o��� a s � No. 7914 Exp. 12-31-05 sf9rF Qf CA1, VWDIEN & EXHIBIT 'ASOCIATES A LEGAL DESCRIPTION CIVIL, ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B •IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Date 1 1—02-05 (949) 660-0110 FAX: 660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 I _ - I'F��C'f 4305 HALAWA—DRIVE M.M. 164 1 -18 M.M 219 10 12 237 236 235 234 233 232 231 230 229 228 227 79 80 81 82 83 238 i 84 1 239 0 85 I 240 I i $6 I 241 I 87 w L1 I g z 242 1 88 al 243 .00' j 89 la 244LO I ,: 90 cn 245 F, .;f.: 91 cv co 246 n I _ `Ln 1 I 247 M M 1 93 C I 248 o I 94 o N C, c 249 z T.P.O.B. co I 95 mI --�>--_ _ YORKTOW_N AVENUE 1 N 88'S4'51 E 722.01' SOUTHEAST CORNER TRACT 4305 W 1/4 CORNER SECTION 5, T6S> R1OW IN THE RANCHO LAS BOLSAS P.O.C. \ON0.L LANp NLLEN�SG�` a � 9lo ��c LINE BEARING DISTANCE L1 N 88'52'08" E 228.00' No. 7914 L2 S 88'54'51" W 228.00' J Exp. 12-31-45 L3 N 01'19'35" W 40.00' OF c A��E� SCALE:1"=200' VWDEN & EXHIBIT 'A' SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B •IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Dote 1 1-02-05 (949) 660-0110 FAX: 660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT 1S ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICK A. QUINN DATE COMMISSION EXPIRES: OCT 7,2009 COMMISSION NUMBER: 1611873 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: ROBIN ROBERTS DATE COMMISSION EXPIRES: FEB 14,2009 COMMISSION NUMBER: 1552700 VENDOR NUMBER: VSI1 COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT 1RVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company i CERTIFY THAT,IF THIS SEAL IS AFFIXED IN PURPLE INK,THIS IS A TRUE AND �' COUNTY-CLERK RECORDER CORRECT COPY OF THE PERMANENT RECORD '' A FLED OR RECORDED IN THIS OFFICE � � � I ORANGE COUNTY STATE OF CALIFORNIA I7�liTE - FEE 1 � 1 �T 4305 HALAWA DRIVETRACT 470A M.M. 16 i -18 M.M 219 10 12 237 236 235 234 233 232 231 230 229 228 227 79 80 81 82 83 238 I 84 1 239 a 1 85 I 0 240 CIA 86 241 I 87 I z Z 242 L1 I 88 J 243cy- 228.00' : . ' 89 la N I 90 °- 244 I 245 ,�.: I 91 w 92 w 246 v w I O v I N 2n 1 247 M M I 93 En I 248 o I 94 o Y OI m 249 Z T.P.O.B. N of 95 YORKTOWN AVENUE 1 N 88'54'51" E 722.01' SOUTHEAST CORNER TRACT 4305 W 1/4 CORNER SECTION 5. T6S, R10W IN THE RANCHO LAS BOLSAS P.O.C. \��pl LAND PLLEN�9oG��� LINE BEARING DISTANCE a y � L1 N 88'52'08" E 228.00' No. 7914 L2 S 88754'51" W 228.00' J, Exp. 12-31-05 L3 N 01'19'35 W 40.00' F OF C lk SCALE:1"=200' ASDEN & EXHIBIT A SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WTE ROAD, SUITE B •IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Date 11-02-05 (949) 660-0110 FAX. 660-0418 En r, J.W. Chk'd J.W. Sheet 1 Of 1 '4 This Document was electronically recorded by Recordwi, st tY ► request of Chicago Title Commercial Recorded in Official Records,Orange County Tom Daly, Clerk-Recorder —AND WHEN RECORDED RETURN TO: 11111111111111111111111110 Jill 111111111111111 Jill 111111111111 NO FEE CITY OF HUNTINGTON BEACH 2O05000949173 08:00am 11/29/05 Attn: Penelope Culbreth-Graft, DPA, City Administrat%6 49 G0210 P.O. Box 190 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2000 Main Street Huntington Beach,CA 92646 g _m (Space Above For Recorder's Use) r �R-iJo. 53�o��c�-mod 1 The undersigned grantor(s)declare(s): This document is being recorded for the benefit This conveyance is exempt from the payment of of the City of Huntington Beach and is exempt a documentary transfer tax pursuant to Revenue from the payment of a recordation fee pursuant and Taxation Code Section 11922. to Govt. Code Section 6103. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California, hereby grants to CITY OF HUNTINGTON BEACH, a municipal corporation of the Sate of California, that certain real property located in the City of Huntington Beach, County of Orange, State of California ("Property"), as described in the legal description attached hereto as Exhibit"A," incorporated herein by this reference. THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: l. Current taxes and assessments. 2. All other covenants, conditions, restrictions,reservations,rights, rights of way, easements and title matters whether or not of record or visible from an inspection of the Property and all matters which an accurate survey of the Property would disclose. [See Addition to Grant Deed attached hereto as Exhibit`B"and incorporated herein by this reference.] *who acquired title as Fountain Valle; School District of Orange County Dated: 6NJ ,2005 FOUNTAIN VALLEY SCHOOL DISTRICT Dr. arc Ecker, Superintendent Attest. erk of the Governing Board of ountain Valley School District Judith Edwards 005633.00012/568314v1 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On 66o ( ��� ; before me,-- r. Notary Public, personally appeared + �' , personally known to me (or proved to me on the basis o 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.' .. o lic ldcmnlh ww+� [SEAL] t'aNiMrMenr !►Rae•GaAs MN CaAMe+.�Oet 1. 005633.00012/568314v1 arn�albD-�A+rw�aw Mrwer��o ��., :E toOMgr�.mmo9 Mn .0 .. PUBLIC AGENCY CERTIFICATE OF ACCEPTANCE (Government Code Section 27281) This is to certif that the interest in real property conveyed by the Grant Deed dated November A , 2005 from the FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter I of Division 3 of Title 2 of the Education Code of the State of California, to the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, is hereby accepted by the undersigned officer on behalf of the CITY OF HUNTINGTON BEACH pursuant to authority conferred by the California Constitution and by City Council action dated 9-19-0 5 , 2005, and the grantee consents to recordation thereof by its duly authorized officer. DATED: CITY OF HUNTINGTON BEACH By. r' 71� Its or ,APPRCWED AS TO FORM E I McGRA ,City Attorney y Leone Mul ' IU Deputy City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On f ��l G before me, iC12 q L • F�If� Date Name and Title of Officer(e.g.,"Jane floe,Notary Public") personally appeared J t Art —j Name(s)of Signer(s) ersonally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s)-whose name* is/afe- subscribed to the within instrument and .ItlAN L H�Ir�I acknowledged to me that hetshe/they executed Coffer4oyon#1402M the same in Iris/her/their authorized NDIory11�e-Callonfb capacity44est, and that by His/her/t4eir Iwo M C y signature*on the instrument the person{&);or the entity upon behalf of which the person* acted, executed the instrument. WITNESS my hand and official sea Signatu`Mfof N6tary Pub is I OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: 6 f hC it c P Ft /`of , Document Date: +�.� Number of Pages: oC Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: � _ HOM ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator Y�-Other: MCL Vo 9- Signer Is Representing: V ©1998 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 + �� I i i i a EXHIBIT "A" TO GRANT DEED LEGAL DESCRIPTION OF LAND 005633.00012/568314v1 BEING A PORTION OF THE SOUTHWEST 1/4 OF THE NORTHWE5T 1/4 OF SECTION 5, IN TOWNSHIP G SOUTH, RANGE 10 WE5T, IN THE RANCHO LA5 BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, A5 PER MAP FILED IN BOOK 51, PAGE 12 OF M15CEH ANEOU5 MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED A5 FOLLOWS: COMMENCING AT THE WE5T 1/4 CORNER OF SAID SECTION 5, SAID POINT AL50 BEING THE CENTERLINE INTERSECTION OF BROOKHUR5T STREET AND YORKTOWN AVENUE; THENCE,NORTH 88'5451" EAST ALONG THE SOUTH LINE OF SAID NORTHWE5T 1/4, A D15TANCE OF 722.01 FEET TO THE SOUTHEAST CORNER OF TRACT 4305 A5 5HOWN ON THE MAP FILED IN BOOK 164, PAGE5 12 THROUGH 18 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE NORTH 01'19'35" WE5T ALONG THE EAST LINE OF SAID TRACT 4305, A 015TANCE OF 40.00 TO A LINE THAT 15 PARALLEL WITH AND 40DO FEET NORTHERLY OF SAID 5OUTH LINE SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG 5AID EAST LINE OF TRACT 4305 NORTH 01'19'35" WEST 496.27 FEET TO A LINE THAT 15 PARALLEL WITH AND 2GO.00 FEET SOUTHERLY OF THE 5ORTHERLY LINE OF 5AID TRACT 4305; THENCE NORTH 88'52'08" EAST ALONG SAID PARALLEL LINE A D15TANCE OF 228.00 FEET TO A LINE THAT 15 PARALLEL WITH AND 228.00 FEET EA5TERLY OF THE EA5T LINE OF 5AID TRACT 4305; THENCE 50UTH 01'19'35" EA5T ALONG SAID PARALLEL LINE A D15TANCE OF 496.45 FEET TO A A LINE THAT 15 PARALLEL WITH AND 40.00 FEET NORTHERLY OF THE SOUTH LINE OF 5AID 1/4; THENCE 50UTH 88'5451" WE5T ALONG 5AID 50UTH LINE A D15TANCE OF 228DO FEET TO THE TRUE POINT OF BEGINNING. SAID DE5GRIPTION CONTAIN5 2.5% AGRE5 MORE OR LE55 �4NNL LAAr� ALLfN�yglG,�� No. 7914 s Exp. 12-31-05 Q JglF C wLDEN & EXHIBIT 'A' SSOCIATES A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B *IRVINE, CA 92614-6236 W.O. Na. 1498-202-001 Date 11-02-05 (949) 660-0110 FAX: 660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 i ---f 4305 HAI DRIVETRACT 47nA M.M. 16 1 -18 M.M 219 10 12 237 236 235 234 233 232 231 230 229 228 227 79 80 81 82 83 238 i 84 1 239 1 85 1 o I 0 240 N 86 241 1 87 uj L1 1 a w 242 I 88 -� ¢i 243 228.00' ., 89 I¢ z 244 C.6 I 90 a 245 I 91 04 Q w 246 cn W I 92 -) 1 `" �n I I 1 247 u M I 93 V) o, � � I 248 o I 94 0 o N of cc Z T.P.O.B. of 95 YORKTOWN AVENUE 1 N 88'64'51 E 722.01' SOUTHEAST CORNER TRACT 4305 W 1/4 CORNER SECTION 5, T6S, R 10W IN THE RANCHO LAS BOLSAS P.O.C. \�Npl LAND PLLEN�yIG�G�� 9 LINE BEARING DISTANCE a ' z Lt N 8952'08" E 228.00' No. 7914 L2 S 88'54'51" W 228.00' Lp Exp. 12-31-05 L3 N 01'19'35" W 40.00' F Of C A�-\FO SCALE:1"=200' ALDEN & EXHIBIT 'A' SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B *IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Date 1 1-02-05 (949) 660-0110 FAX: 660-0416 En r. J.W. Chk'd J.W. Sheet 1 Of 1 EXHIBIT "B" TO GRANT DEED ADDITION This Grant is made subject to the following: The Grantor may, at any time, reacquire the Property at a price calculated in the manner prescribed in Education Code Section 17491. If the governing board of the public agency, here Grantee, determines that the Property is no longer needed for playground, playing field, or other outdoor recreational and open-space purposes, the Grantee shall first offer the Property, in writing, to the Grantor for reacquisition, and the Grantor shall notify the Grantee, in writing, within 60 days of its intent to reacquire the Property. If the Grantor fails to give the Grantee timely notice of its intent to reacquire the Property, or if it fails to exercise its right of reacquisition,the Grantee may otherwise use or dispose of the Property. The price that Grantor shall pay to reacquire the Property ("Reacquisition Price") shall be calculated pursuant to Education Code Section 17491. The Reacquisition Price shall not exceed the Grantee's cost of acquisition, calculated as a pro rata cost of acquiring the entire Property, adjusted by a factor equivalent to the percentage increase or decrease in the cost of living from the date of purchase to the year in which the offer of sale is made, plus the cost of any improvement to the recreational and open-space portion of the Property which the Grantee has made since its acquisition of the Property. In no event shall the price be less than 25 percent of the fair market value of the Property. 005633.00012/568314v1 PRELIMINARY CHANGE OF OWNERSHIP REPORT FOR ASSESSOR'S USE ONLY (To be completed by Transferee(buyer)prior to transfer of subject property in accordance with Section 480.3 of the Revenue&Taxation Code.)A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located;this particular form may be used in all 58 counties of California. THIS REPORT IS NOT A PUBLIC DOCUMENT SELLER/TRANSFEROR: FOUNTAIN VALLEY SCHOOL DISTRICT BUYER/TRANSFEREE: CITY OF HUNT I NGTON BEACH ASSESSOR'S PARCEL NUMBER(S): Port i on of 155-263-13 PROPERTY ADDRESS OR LOCATION: 10251 YORKTOWN AVE. , HUNT I NGTON BEACH MAIL TAX INFORMATION TO: Name: > Real Estate Services Address: > City of Huntington Beach 2000 Main St . , Huntington Beach, CA 92648 Notice: A lien for property taxes applies to your property on January 1 of each year for the taxes owing in the following fiscal year,July 1 through June 30. One-half of these taxes is due November 1, and one-half Is due February 1. The first installment becomes delinquent on December 10,and the second installment becomes delinquent on April 10.One tax bill is mailed before November 1 to the owner of record. IF THIS TRANSFER OCCURS AFTER JANUARY 1 AND ON OR BEFORE DECEMBER 31, YOU MAY BE RESPONSIBLE FOR THE SECOND INSTALLMENT OF TAXES DUE FEBRUARY 1. The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. For further information on your supplemental roll obligation,please call the County Assessors's Office. PART I:TRANSFER INFORMATION Please answer all questions. Yes No O W A. Is this transfer solely between husband and wife(Addition of a spouse,death of a spouse,divorce settlement,etc.)? I= AID B. Is this transaction only a correction of the name(s)of the person(s)holding title to the property(For example,a name change upon marriage)? O 40 C. Is this document recorded to create,terminate,or reconvey a lender's interest in the property? 1:3 10 D. Is this transaction recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest (e.g.cosigner)? E. Is this document recorded to substitute a trustee under a deed of trust,mortgage,or other similar document? IZI 0 F. Did this transfer result in the creation of a joint tenancy in which the seller(transferor)remains as one of the joint tenants? I—_3 40 G. Does this transfer return property to the person who created the joint tenancy(original transferor)? 0 0 H. Is this transfer of property: O 1)to a trust for the benefit of the grantor,or grantor's spouse? O , 2)to a trust revocable by the transferor? Q 3)to a trust from which the property reverts to the grantor within 12 years? 0 is I. If this property is subject to a lease,is the remaining lease term 35 years or more including written options? p *J. Is this a transfer between parent(s)and child(ren)? O or from grandparent(s)to grandchild(ren)? O *K. Is this transaction to replace a principal residence by a person 55 years of age or older? Within the same county?0 Yes 0 No O *L. Is this transaction to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code Section 69.5? Within the same county? 0 Yes O No *If you checked yes to J,K or L,you may qualify for a property tax reassessment exclusion,which may result in lower taxes on your property.Failure to file a claim results in the reassessment of the property. Please provide any other information that would help the Assessor to understand the nature of the transfer. IF YOU HAVE ANSWERED"YES"TO ANY OF THE ABOVE QUESTIONS EXCEPT J,K OR L,PLEASE SIGN AND DATE, OTHERWISE COMPLETE BALANCE OF THE FORM. PART II:OTHER TRANSFER INFORMATION A. Date of transfer if other than recording date B. Type of transfer.Please check appropriate box. Purchase O Foreclosure O Gift 0 Trade or Exchange O Merger,Stock or Partnership Acquisition Contract of Sale-Date of Contract 0 Inheritance-Date of Death O Other:Please explain: Creation of Lease ED Assignment of a Lease O Termination of a Lease 0 Sale/Leaseback 0 Date lease began Original term in years(including written options) Remaining term in years(including written options) C. Was only a partial interest in the property transferred?0Yes JWo If yes,indicate the percentage transferred % PCOR1 -3/29/99-Irc Page 1 of 2 • r • �► �• • �r PRELIMINARY CHANGE OF OWNERSHIP REPORT Please answer,to the best of your knowledge,all applicable questions,sign and date.If a question does not apply,indicate with"N/A". PART III:PURCHASE PRICE AND TERMS OF SALE A. CASH DOWN PAYMENT OR Value of Trade or Exchange(excluding closing costs) Amount $ 1 , 158, 596 B. FIRST DEED OF TRUST @ %interest for years. Pymts./Mo.=$ (Prin.&int.only) Amount $ ❑ FHA ( Discount Points) ❑ Fixed Rate ❑ New Loan ❑ Conventional ❑ Variable Rate ❑ Assumed Existing Loan Balance ❑ VA ( Discount Points) ❑ All inclusive D.T.($ Wrapped) ❑ Bank or Savings&Loan ❑ Cal-Vet ❑ Loan Carried by Seller ❑ Finance Company Balloon Payment ❑ Yes ❑ No Due Date Amount $ C. SECOND DEED OF TRUST 9_%interest for years. Pymts./Mo.=$ (Prin.&int.only) Amount $ ❑ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance Balloon Payment ❑ Yes ❑ No Due Date Amount $ D. OTHER FINANCING: Is other financing involved not covered in(b)or(c) above? ❑ Yes No Amount $ Type %interest for years. Pymts./Mo.=$ (Prin.&int.only) ❑ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan ❑ Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance Balloon Payment ❑ Yes ❑ No Due Date Amount $ E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? ❑ Yes is No Outstanding Balance: Amount $ F. TOTAL PURCHASE PRICE(or acquisition price,if traded or exchanged,include real estate commission if paid.) Total Items A through E I $ 1 , 158, 596 G. PROPERTY PURCHASED ❑ Through a broker 0 Direct from Seller ❑ From a family member ❑ Other(explain) If purchased through a broker,provide broker's name and phone number: Please explain any special terms,seller concessions,or financing and any other information that would help the Assessor understand the purchase price and terms of sale. PART IV: PROPERTY INFORMATION A. TYPE OF PROPERTY TRANSFERRED: ❑ Single-family residence ❑ Agricultural ❑ Timeshare ❑ Multiple-family residence(no.of units: ) ❑ Co-op/Own-your-own ❑ Manufactured Home ❑ C mmercial/Industrial p Condominium Unimproved lot &Other(Description: Recreational fields for public park B. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? ❑ Yes I$ No If yes,enter date of occupancy or intended occupancy month day year month day year C. IS PERSONAL PROPERTY INCLUDED IN PURCHASE PRICE (i.e.,furniture,farm equipment,machinery,etc.) (otherithan a manufactured home subject to local property tax)? ❑ Yes r No If yes,enter the value of the personal property included in the purchase price$ (Attach itemized list of personal property) D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? ❑ Yes 0 No If yes,how much of the purchase price is allocated to the manufactured home? $ Is the manufactured home subject to local property tax? ❑ Yes ❑ No What is the Decal Number? E. DOES THE PROPERTY PRODUCE INCOME? ❑ Yes No If yes,is the income from: ❑ Lease/Rent ❑ Contract ❑ Mineral Rights ❑ Other-Explain: F. WHAT WAS THE CONDITION OF PROPERTY AT THE TIME OF SALE? ❑ Good 0 Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other information(such as restrictions,etc.)that would assist the Assessor indetervira�per�"y f can pOA'ly be used for public park I cer' the foregoing is true,correct and complete to the best of my knowledge and belief. Signed - Date 1 1' Z'CJ' NEW OWNER/CORPORATE Please Print Name of New Owner Corporate Officer Phone Number where you are available from 5:00 a.m.-5:00 p.m. ( ) (NOTE: The Assessor may contact you for further information) If a document evidencing a change of ownership is presented to therecorder for recordation without the concurrent filing of a preliminary change of ownership report,the recorder may charge an additional recording fee of twenty dollars($Tyo D AS O FORM PCOR2-8/5/99-Irc Page 2 of 2 Mc TH,City Attorney ulvihill Deputy City Attorney 2"10 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICK A.QUINN DATE COMMISSION EXPIRES: OCT 7,2009 COMMISSION NUMBER: 1611873 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED:ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company A = I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN L.FLYNN DATE COMMISSION EXPIRES: AUG 22,2009 COMMISSION NUMBER: 1602305 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED: ORANGE EXECUTED AT IRVINE,CALIFORNIA Date: 11/23/05 Chicago Title Company NON-FOREIGN AFFIDAVIT Section 1445 of the Internal Revenue Code provides that the transferee of an interest in real property located in the United States must withhold tax if the transferor is a foreign person. To inform CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Transferee"), that withholding of tax is not required upon the sale by FOUNTAIN VALLEY SCHOOL DISTRICT, a public school district duly organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of the State of California ("Transferor"), of its fee simple interest in that certain real property sold pursuant to the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions dated September 23, 2005, which real property is described in the legal description attached hereto as Exhibit "A," incorporated herein by this reference, the undersigned hereby certifies the following: 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and the income tax regulations promulgated thereunder); 2. The Transferor's United States Taxpayer Identification Number is g -G 001'3 76; 3. The Transferor's office address is 17210 Oak Street, Fountain Valley, CA, 92708; and 4. The Internal Revenue Service has not issued any notice with respect to Transferor or listed Transferor as a person whose affidavit may not be relied upon for purposes of Section 1445 of the Internal Revenue Code. The Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I am the Superintendent of Transferor and that I have authority to sign this document on behalf of the Transferor. Dated: November 1-7,2005 FOUNTAIN VALLEY SCHOOL DISTRICT Dr. Marc Ecker, Superintendent Attest: erk of the Gove ing Board of i�eountain Valley School District 005633.00012/568314v1 EXHIBIT "A" TO NON-FOREIGN AFFIDAVIT LEGAL DESCRIPTION OF LAND 005633.00012/568314v1 BEING A PORTION Of THE 5OUTHWE5T 1/4 Of THE NORTHWE5T 1/4 OF SECTION 5, IN TOWNSHIP G SOUTH, RANGE 10 WE5T, IN THE RANCHO LA5 BOL5A5, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, A5 PER MAP FILED IN BOOK 51, PAGE 12 OF M15CELLANEOU5 MAP5, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DE5CRIBED A5 FOLLOWS: COMMENCING AT THE WE5T 1/4 CORNER OF 5AID SECTION 5, SAID POINT AL50 BEING THE CENTERLINE INTERSECTION OF BROOKHUR5T 5TREET AND YORKTOWN AVENUE; THENCE NORTH 88'54'51" EA5T ALONG THE SOUTH LINE OF SAID NORTHWEST 1/4, A D15TANCE OF 722.01 FEET TO THE 5OUTHEA5T CORNER OF TRACT 4305 A5 5HOWN ON THE MAP FILED IN BOOK 164, PAGE5 12 THROUGH 18 INGW51VE OF M15CELLANEOU5 MAP5 IN THE OFFICE OF THE COUNTY RECORDER OF 5AID COMITY, THENCE NORTH 01'19'35' WE5T ALONG THE EAST LINE OF 5AID TRACT 4305, A D15TANCE Of 40.00 TO A LINE THAT 15 PARALLEL WITH AND 40.00 FEET NORTHERLY OF SAID 50UTH LINE 5AID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EA5T LINE OF TRACT 4305 NORTH 01'19'35" WE5T 496.27 FEET TO A LINE THAT 15 PARALLEL WITH AND 2GODO FEET SOUTHERLY OF THE SOUTHERLY LINE OF 5AID TRACT 4305; THENCE NORTH 88'52'08' EAST ALONG SAID PARALLEL LINE A D15TANCE OF 228DO FEET TO A LINE THAT 15 PARALLEL WITH AND 228DO FEET EASTERLY OF THE EA5T LINE OF 5AID TRACT 4305; THENCE 5OUTH 0119'35" EA5T ALONG SAID PARALLEL LINE A 015TANCE OF 496.45 FEET TO A A LINE THAT 15 PARALLEL WITH AND 40.00 FEET NORTHERLY OF THE 50UTH LINE OF 5AID 1/4; THENCE SOUTH 88'5451" WE5T ALONG SAID 50UTH LINE A D15TANCE OF 225DO FEET TO THE TRUE POINT OF BEGINNING. SAID DE5GRIPTION CONTAIN5 2.598 AGRE5 MORE OR LE55 Nt LANQ ALLEN� G�,G n�o 9(Os 0 No. 7914 Exp. 12-31-05 ��qTF OF C ALDEN & EXHIBIT 'A' SSOCIATES A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B *IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Date 1 1-02-05 (949) 660-0110 FAX: 660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1 I ACT 4305 DRIVE TRACT 47nR M.M. 164 1 -18 M.M 219 10 12 237 236 235 234 233 232 231 230 229 228 227 79 80 81 82 83 238 I 84 1 239 I 85 l � I 0 240 N 86 241 I 87 L1 I g ,z 242 1 88 QI 243 228.00' 89 IQ 90 �- 244 I 245 i- v = 91 ry w a) 00 I 92 � 246 � w I NI I 247 L� N pl) I 93 248 ^ o I 94 cn Y ^ bl m 249 Z T.P.O.B. of 95 LZ � _ YORKTOW_N AVENUE 1 N 88°54'51" E 722.01' SOUTHEAST CORNER TRACT 4305 W 1/4 CORNER SECTION 5, T6S, R10W IN THE RANCHO LAS BOLSAS P.O.C. \oNa► LAND ���,� •t ALLFN�y9 Gee Oc� lO �c LINE BEARING DISTANCE ' No. 7914 L1 N 88'52'OT E 228.00' L2 S 8954'51" W 228.00' J, Exp. 12-31-05 L3 N 01'19'35" W 40.00' OF C p`�FO pq SCALE:1"=200' VWDEN & SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS — PLANNERS 2552 WHITE ROAD, SUITE B •IRVINE, CA 926I4-6236 W.O. No. 1498-202-001 Dote 11-02-05 (949) 660-0110 FAX: 660-0416 En r. J.W. Chk'd J.W. Sheet 1 Of 1 CHICAGO TITLE COMPANY 16969 VON KARMAN, IRVINE, CALIFORNIA 92606 (949)263-0123 Fax(949)263-0356 March 6,2006 Penelope Culbreth-Graft City of Huntington Beach 2000 Main Street Huntington Beach, CA 92646 Re: Escrow No. NE200888-JE Lamb Property- 10251 Yorktown Ave., Huntington Beach, California Dear Ms. Culbreth-Graft: The above referenced transaction was closed on November 29,2005. In connection therewith, enclosed please find the following: 1. Buyer's Settlement Statement 2. Original Form 593-C 3. Original Non-Foreign Affidavit 4. Copy of recorded Grant Deed 1/1d)9/0s` - aoas--oo9�9/;u 5. Copy of recorded Memorandum of Agreement for Purchase and Sale and Joint Escrow Instructions Any original recorded document to which you are entitled will be mailed to you directly from the County Recorder's office.Your Policy of Title Insurance will be mailed to you under separate cover. Should you have any questions regarding the matters addressed herein, enclosed herewith or this transaction, please contact our office. Sincerely, J4Na n /� Snal Escrow&6kOfficer National Business Unit JE:bp encl. mentioned via delivery/overnight delivery BICLTR--08/23/96bk CHICAGO TITLE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05820-NE200888 -001 ORDER NUMBER: 05820-NE200888 CLOSING DATE: 11/29/05 CLOSER: Joy Eaton/Dennis Chaplin BUYER: CITY OF HUNTINGTON BEACH SELLER: FOUNTAIN VALLEY SCHOOL DISTRICT PROPERTY: LAMB PROPERTY - 10251 YORKTOWN AVE. , HUNTINGTON BEACH, CALIFORNIA CHARGE BUYER CREDIT BUYER Sales Price $ 1, 158,596.00 $ Earnest Money Deposit 50,000.00 Deposit on 10/31/05 1,110,800.00 Transfer to Escrow #NE200878-JE EST 2, 919.93 Prorations And Adjustments CREDIT FOR 1/2 ENGINEERING COSTS 1, 832.22 LITTLE LEAGUE LEASE PAYMENT from 11/29/05 to 07/01/06 2, 756.00 Total amount $ 4,680.00 for 360 days Premium for CLTA Owner's Policy (1/2) 929.50 Escrow Fee (1/2) 1,046.55 Funds Due To Buyer At Closing 1,896.24 -------------- -------------- TOTALS $ 1,165,388.22 $ 1,165,388.22 -------------- -------------- CHICAGO TITLE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT PAGE: 01 ESCROW NUMBER: 05820-NE200888 -001 ORDER NUMBER: 05820-NE200888 CLOSING DATE: 11/29/05 CLOSER: Joy Eaton/Dennis Chaplin BUYER: CITY OF HUNTINGTON BEACH SELLER: FOUNTAIN VALLEY SCHOOL DISTRICT PROPERTY: LAMB PROPERTY - 10251 YORKTOWN AVE. , HUNTINGTON BEACH, CALIFORNIA CHARGE BUYER CREDIT BUYER Sales Price $ 1,158,596.00 $ Earnest Money Deposit 50,000.00 Deposit on 10/31/05 1,110,800.00 Transfer to Escrow #NE200878-JE EST 2,919.93 Prorations And Adjustments CREDIT FOR 1/2 ENGINEERING COSTS 1,832.22 LITTLE LEAGUE LEASE PAYMENT from 11/29/05 to 07/01/06 2, 756.00 Total amount $ 4,680.00 for 360 days Premium for CLTA Owner's Policy (1/2) 929.50 Escrow Fee (1/2) 1, 046.55 Funds Due To Buyer At Closing 1,896.24 -------------- -------------- TOTALS $ 1,165,388.22 $ 1,165,388.22 -------------- -------------- YEAR CALIFORNIA FORM 2005 Real Estate Withholding Certificate 593-C Part I -Seller's Information Return this form to your escrow company. Name(including spouse,it jointly owned-see instructions-type or print) SSN,FEIN or CA Corporation no. f::�ovru A-.-N tiAzt�-_� 96*- 400/ 370 Address(number and street) I Private Mailbtoc no. Spouse's SSN(It jointly owned) City State ZIP Code Note:If you do not furnish your tax F%uvr,i CA- z 7C�8 ID number,this certificate is void. Property address(if no street address,provide parcel number and county) Ownership Percentage L0 . V0 Read the following and check the appropriate boxes. (See line-by-line notes in the instructions.) Part 11-Certifications which fully exempt the sale from withholding: YES NO 1. Does the property quality as the seller's(or decedent's,if being sold by the decedent's estate)principal residence within the meaning of Intemal Revenue Code(IRC)Section 121? ..... .... .... ............ ... .... ........ .... .... .... .... .... ... .... ......... ❑ ❑ 2. Did the seller(or decedent,if being sold by the decedent's estate)last use the property as the seller's(decedent's)principal residence within the meaning of IRC Section 121 without regard to the two-year time period? .. ........ ............... .... .... .... ....... . ❑ ❑ 3. Will the seller have a loss orzero gain for California income tax purposes on this sale? (To check"YES",you must complete Form 593-L,Real Estate Withholding—Computation of Estimated Gain or Loss,and have a loss or zero gain on line 16.) ... ....... .... ❑ ❑ 4. Is the property being compulsorily or involuntarily converted and does the seller intend to acquire property that is similar or related in service or use to qualify fo r nonrecognition of gain for California income tax purposes under IRC Section 1033? .... ....... ......... ❑ ❑ 5. Will the transfer quality for nonrecognition treatment under IRC Section 351 (transfer to a corporation controlled by the transferor)or IRC Section 721 (contribution to a partnership in exchange for a partnership interest)? ...... .... ........ .... ......... ❑ ❑ 6. is the seller a corporation(or an LLC classified as a corporation for federal and California income tax purposes)that is either qualified through the California Secretary of State or has a permanent place of Business in California? ....... ... .......................... . ❑ ❑ 7. Is the seller a partnership(or an LLC that is not a disregarded single member LLC and is classified as a partnership for fede ral and California income tax purposes)with recorded title to the property in the name of the partnership or LLC? (It yes,the partnership or LLC must withhold on nonresident partners ormembers as required.) ........... .... ........ ............ ❑ ❑ 8. Is the seller a tax-exempt entity under either California or federal law? .... ........ .... ....... ......... ....... ............ ..... ❑ ❑ 9. Is the seller an insurance company,individual retirement account,qualified pension/profit sharing plan,or charitable remainder trust? ... ❑ ❑ Part III -Certifications that may partially or fully exempt the sale from withholding: Escrow Officer:See instructions for amounts to withhold. 10. Will the transfer qualify as a simultaneous like-kind exchange within the meaning of IRC Section 1031? ... .... ... .... ........... ... . ❑ ❑ 11. Will the transfer qualify as a deferred like-kind exchange within the meaning of IRC Section 1031? . .... .... ... .... .... .... .... ..... ❑ ❑ 12. Will the transfer of this property be an installment sale that you will report as such for Califomia tax purposes and has the LI=agreed to withhold on each principal payment instead of withholding the full amount at the time of transfer? .... .... ... ........ . ❑ ❑ Part IV-Seller's Signature Under penalties of perjury, I hereby certify that the information provided above is,to the best of my knowledge,true and correct. If conditions change, I will promptly inform the withholding agent. I understand that completing this form does not exempt me from filing a Califor ' me or franchise tax return to report this sale. Seller's Name and Title At+-P-C �Z f s rr v�€u;eIler's Signatur - Date IN-7- s Spouse's Name _ _ _ __ Spouse's Signature — Date -- Seller: If you checked"YES"to any question in Part II,you are exempt from real estate withholding. If you checked"YES"to any question in Part III,you may qualify for a partial or complete withholding exemption. If you decked"NO"to all of the questions in Part 11 and Part III,the withholding will be 31/2 percent of the total sales price. If you are withheld upon,the withholding agent should give you two copies of Form 593-9,Reai Estate Withholding Tax Statement. Attach one copy to the lowertront of your California income tax return and keep the othercopy foryour records. For Privacy Act Notice,getform FTB 1131(individuals only). S93CO4103 1 Form 593-CC2 2004 ATTAC H M E N T #3 PARK ACQUISITION & DEVELOPMENT ATTACHMENT 3 Proposed Capital Improvement Program EXPENDITURES Projects: FY 06-06 FY 06-07 FY 07-08 Bluff Top $ 834,000 Edison Park 215,000 2,500,000 Gun Range 75,000 TBD TBD Le Bard 100,000 409,500 410,000 Enc. Lots 70,000 70,000 70,000 Youth Sports 150,000 150,000 150,000 HCPSC Artificial Turf Soccer(2) 500,000 Soccer(1) 250,000 Murdy Y.S. Complex- Ph. II 50,000 Pier Buildings 70,000 Senior Center 100,000 10,000,000 Bluff Top Restrooms 100,000 600,000 Edison Park Basketball Rehabilitation 187,000 Tot Lot Resurfacing (ADA) 500,000 PA& D Manpower&Operating 225,000 236,000 248,000 Wardlow/Lamb-General Fund Loan Payment 1,000,000 1,000,000 *** Wardlow/Lamb Schools -Acquisition 3,800,000 Wardow/Lamb Improvements 1,000,000 500,000 Total Projected Expenses $ 6,469,000 $ 6,262,600 $ 12,848,000 REVENUES General Fund Loan -Wardlow/Lamb $ 1,836,096 Pacific City* 2,500,000 2,500,000 Quimby Fees 475,700 3,470,600 2,010,000 Park Fees 450,000 450,000 450,000 Grants 972,600 1,438,087 Interest 57,400 50,000 50,000 Other 42,500 Total Projected Revenue $ 3,834,296 $ 7,908,687 $ 6,010,000 Annual Surplus/Deficit (2,634,704) 1,666,187 (7,838,000) ** Estimated Fund Balance-Beginning of Year 4,168,000 1,623,296 3,179,483 Estimated Fund Balace-End of Year $ 1,623,296 $ 3,179,483 $ (4,668,617) Notes: * Pacific City-Anticipate 20-25%of residential to be built first year; staff conservatively spread remainder over three years **City will need to seek additional funding beginning in FY 07/08 to accomplish projects such as new senior center or postpone project *** Includes estimated interest 9/12/2005 ATTAC H M E N T #4 ........................ CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: PENELOPE CULBRETII-GRAFT, DPA, CI1'Y ADMINISTRATOR FROM: DAN T.VILLELLA, CPA, FINANCE OFFICER SUBJECT: FIS 2005— 34 APPROVE ACQUISITION FOR PUBLIC PARK PURPOSES A PORTION OF THE SITE FORMERLY USED FOR LAMB ELEMENTARY SCHOOL,LOCATED AT 10251 YORKTOWN STREET, AND A PORTION OF T1IE SI1`E FORMERLY USED FOR WARDLOW ELEMENTARY SCHOOL,LOCATED AT 9191 PIONEER DRIVE DATE: SEPTEMBER 12,2005 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Approve Acquisition for Public Park Purposes a Portion of the Site Formerly Used for Lamb Elementary School, Located at 10251 Yorktown Street, and a Portion of the Site Formerly Used for Wardlow Elementary School, Located at 9191 Pioneer Drive." If the City Council approves this action (total appropriation $3,836,096), the Park Acquisition and Development Fund(which will have $2 million appropriated from its fund balance) would have its estimated fund balance at September 30, 2005 reduced to $2,158,000. The second tier reserve of the General Fund (which will loan $1,836,596 to the Park Acquisition and Development Fund)would have its estimated balance at September 30, 2005 reduced to $3,532,000. Dan Villella, Finance Officer RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development .................... SUBJECT" Approve Purchase of Portions of Lamb and Wardlow Schools from FVSD for Public Park Purposes COUNCIL MEETING DATE: September 19, 2005 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) AttachedNot Applicable El(Signed in full by the City Attorney) Attached Li Subleases, Third Party Agreements, etc. Not Applicable (Approved as to form by City Attorne El Certificates of Insurance A roved b the City Attorne Attached PP y y y) Not Applicable Attached Fiscal Impact Statement (Unbudget, over$5,000) Not Applicable ❑ ....................... Attached Bonds (If applicable) Not Applicable ......................... Attached Staff Report (If applicable) Not Applicable Attached Commission, Board or Committee Report (If applicable) Not Applicable ......................: Attached Findings/Conditions for Approval and/or Denial Not Applicable ❑ EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff ......................... Assistant City Administrator Initial City Administrator Initial City Clerk EXPLANATION FOR RETURN OF ITEM: Space RCA Author: Holtz(5901) (15) September 19, 2005 -Council/Agency Agenda - Page 15 DRAFT (600.10)— 1. Approve waiving Municipal Code section 3.03.120, prohibiting the extension of an agreement beyond three years; and 2. Approve extending the contract with the Ferguson group; and 3. Authorize the Mayor and City Clerk to execute Amendment No. 3 to the contract between the City and the Ferguson Group. ( . ) — Submitted by Mayor Jill Hardy on behalf of Intergovernmental Relations Committee: Members Councilmember Coerper and Councilmember Bohr. Funding Source: Funds are budgeted in the fiscal year 2005-06 budget under Administration Department, Professional Services Account#10030201.69365. The total cost for this contract amendment is not to exceed $84,588. E-9. (City Council) Approve Acquisition for Public Park Purposes a Portion of the Site Formerly Used for Lamb Elementary School, Located at 10251 Yorktown Street, and a Portion of the Site Formerly Used for Wardlow Elementary School, Located at 9191 Pioneer Drive (650.20)— 1. Approve acquisition of 2.6 acres of Lamb School and 6.0 acres of Wardlow School properties at 25% of fair market value utilizing the Naylor Act consistent with the City's Surplus Schools Property Purchasing Plan. 2. Appropriate $3,836,096 from the Park Acquisition and Development Fund to cover the total purchase price plus fees associated with the transfer of the real property. The General Fund 2"d Tier Reserves to loan the Park Acquisition and Development Fund $1,836,096 to cover the total purchase price of the $3,836,096. The loan to be paid back to the General Fund in FY 06/07 and FY 07/08. The loan will accrue interest at the annual rate earned by the City Treasurer on the city's investment portfolio. 3. Authorize execution of the Purchase Agreements in substantially the same form as attached, and other necessary related documents by the Mayor, City Administrator, and City Clerk when advised by the City Attorney. 4. Direct staff to open escrow on both parcels and to issue the required $50,000 deposit per property. Submitted by the Acting Director of Economic Development/Deputy City Administrator, Community Services Director and City Attorney. Funding Source: Total of$3,836,096 ($1,158,596 for the Lamb property, $2,665,500 for the Wardlow property, and up to $12,000 for fees associated with the transfer of the real property). The Park Acquisition and Development (PA& D) Fund will be the ultimate funding source, but it is proposed to have the PA & D Fund designate $2,000,000 for the acquisition in FY 05/06 with the General Fund 2"d Tier Reserves providing a loan to the PA & D Fund for the remainder of the acquisition costs. The PA & D Fund will then pay back the General Fund loan with interest over the next two years. Sullivan asked Council to look at page E9.61 and stated concern with effect on the City's park fund. Suggested$750,000 comes out of park fund and the balance from the secondary tier reserve. CM Hansen inquired about deficit balance, future construction of Senior Center costing$10 million, and stated his opinion that the recommendation is the best use of the funds. CM Bohr inquired about restricted usage of the different fund accounts. City Administrator Culbreth-Graft reported. Sullivan/Coerper motion to approve recommended action amended to extend loan payback(item 2) to FY 2011112. CM Bohr inquired re: Quimby revenues. Staff reported about$1.8 million expected. CM Hansen suggested amendment to motion to add "or earlier if the Council should see fit''. Amendment accepted by maker&second. Approved 7-0 `11`, F-1. (City Council) Adopt Resolution No. 2005-65 Approving Memorandum of Understanding (MOU) Between the City and the Huntington Beach Marine Safety Officers' Association (MSOA) for October 1, 2003 to September 30, 2006 (720.20) Communication from the Acting Deputy City Administrator transmitting the following Statement of Issue: Should the City and the Huntington Beach Marine Safety Officers'Association (MSOA) CITY OF HUNTINGTON BEACH Inter-Department Communication TO: JOAN FLYNN, City Clerk FROM: JENNIFER MCGRATH, City Attorney DATE: September 13,2005 SUBJECT: Agreement for Purchase and Sale and Escrow Instructions Between the Fountain Valley School District and the City of Huntington Beach Wardlow and Lamb School Site Properties The above-referenced purchase agreements will be considered by City Council on September 19, 2005. If approved,the executed documents will need to be delivered to Chicago Title on or before September 23, 2005 for the opening of escrow. Our office will arrange for delivery of the documents to escrow; however, we rely on your office to arrange to have the documents timely executed. To this end,we have attached three (3)originals of each purchase agreement. Please note the Mayor's initials are required on pages 5 and 13. The Mayor's signature and the signature of the City Clerk are required on page 18. Please do not have the Mayor sign page 25,as that document will be executed following completion of the City's due diligence. If you have any questions,please contact Leonie Mulvihill. 'i IFER�MCGRATH, City Attorney /lc Attachments as above /0 g/mulvihill/05memos/clerk school agree J� CITY OF HUNTINGTON BEACH Inter-Department Communication TO: HON. MAYOR and CITY COUNCILMEMBERS PENELOPE CULBRETH-GRAFT, City Administrator EXECUTIVE TEAM FROM: JENNIFER MCGRATH, City Attorney DATE: November 28, 2005 SUBJECT: Acquisition of Recreational Property- Wardlow and Lamb School Sites. I am pleased to advise you that City's acquisition from the Fountain Valley School District of portions of the Wardlow and Lamb school sites was completed on November 29, 2005. As a result of this transaction,the City owns 8.6 acres of additional recreational and playing field area. Approximately 2.6 acres of this newly-acquired property is situated on the Lamb school site located at 10251 Yorktown Avenue and 6.0 acres is situated on the Wardlow school site located 9191 Pioneer Drive. Both parcels are shown on the attached exhibits for your reference. This acquisition could not have occurred without the combined effort of several City employees: most specifically Deputy City Attorney Leonie Mulvihill,Director of Community Services Jim Engle, and staff of the Planning and Economic Development Departments. NNIFER MCGRAT , City Attorney /k Attachments as above c: Paul Emery, Deputy City Administrator Bob Hall, Deputy City Administrator Jim Engle, Director of Community Services Howard Zelefsky, Planning Director Stanley Smalewitz, Economic Development Director cs g/im/05memos/mayor c chool � r A` i r _ ACf 4305 HAI DRIVE TRACT 47nR M.M. 164 1 -18 M.M 219 10 12 237 236 235 234 233 232 231 230 229 228 227 79 80 81 82 83 238 1 84 1 239 I 85 1 0 1 0 240 N I 86 241 I 87 L1 1 g z 242 T 88 al 243 8.00' 89 244 f: 1 90co ° cn rn 1 245 i� 91 04 00 92 w 246 3 � ��, w I 1 N 10 1 . 1 247 M o I 93 cn 1 248 0 1 94 0 Y N of CD 0 249 Z T.P.O.B. of 95 m _ YORKTOWN AVENUE 1 N 88754'51" E 722.01' — SOUTHEAST CORNER TRACT 4305 W 1/4 CORNER SECTION 5, T6S, R 10W IN THE RANCHO LAS BOLSAS P.O.C. pt LAND PLI � 4, o LINE BEARING DISTANCE L1 N 8952'08" E 228.00' No. 7914 L2 S 88'54'51" W 228.00' J, Exp. 12-31-05 L3 N 01'19'35" W 40.00' �F C SCALE:1"=200' VwSSEN OCIATES LAMB CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B •IRVINE, CA 92614-6236 W.O. N0. 1498-202-001 Date 1 1-02-05 (949) 660-0110 FAX: 660-0418 En r. J:W. Chk'd J.W. Sheet 1 Of 1 i N 1 _ 21 TRACT 6079 MADELINE DRIVETRACT 6080 2 2 2-4 M. . 2 0 -4 M.M. 22 25 26 27 28 29 30 31 32 33 31 30 29 28 27 26 25 24 23 N 189*3 '56n E 1 41.5 ' N 89'32'5C E 433.50' 0 N'LY LINE DEED REC. 12-28-1962, Z cam', IN BOOK 6375, PAGE 253, O.R. rn � 0 o Q rn tz Z J uj N W 6.000 ACRES o v7 ci z r LOT 8600 0 z LOT 853 o TRACT 4493 W 159/ 7-11 M.M. o J L SOUTHWEST6 CORNER Z o o LO b P.O.B. W z O CD ___I Z S 89'31'53" W 433.50' o o _ N 89'31'5 E _809.99, _ 14 PIOEER DRIVE TRACT 493 13 30 29 28 27 26 125 24 23 22 21 20 19 18 17 16 15 12 Nl LAND S No. 7914 Exp. 12-31-05 s�glF O F C(\� SCALE:1"=200' DEN & wARDL�w SSOCIATES CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O. NO. 1 498-202-001 Date 09-28-05 (949)66MI10 FAX:660-0418 Engr. J.W. Chk'd J.W. Sheet 1 Of 1 CITY OF HUNTINGTON BEACH s Inter-Department Communication TO: JOAN FLYNN, City Clerk FROM: JENNIFER MCGRATH, City Attorney DATE: December 7, 2005 SUBJECT: Lamb and Wardlow School Site Acquisition Enclosed for your records are the original Grant Deeds and associated documents relating to the portions of the Lamb and Wardlow school sites purchased by the City on November 29,2005. The 'gmals of these documents have been delivered to the City Clerk. ,n J NNIFER MCGRA , City Attorney !k Attachments as above G gfmulvihill/05memos/derkschool deeds '1 �✓ L✓ �C�� l d n1+Svc. f Council/Agency Meeting Held: 6 Q Deferred/Continued to: Approved ❑Conditionally Approved ❑ Denied WLZ_CI Jerk' Sign re Council Meeting Date: May 16, 2005 Department Number: CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND ITY COUNC MEMBERS SUBMITTED BY: PENELOPE GULBRET -GRAFT, CITY ADMINI T TOR PREPARED BY: JIM B. ENGLE, DIRECTOR, COMMUNITY SERV E HOWARD ZELEFSKY, DIRECTOR, PLANNING SUBJECT: ADOPT RESOLUTION RELATING TO THE INADEQUACY OF PUBLIC LANDS IN THE VICINITY OF THE WARDLOW AND LAMB SCHOOL SITES TO MEET THE EXISTING AND FORESEEABLE NEEDS OF THE COMMUNITY FOR PLAYGROUND, PLAYING FIELD, AND OTHER OUTDOOR RECREATIONAL AND OPEN- SPACE PURPOSES Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: The City of Huntington Beach has received notice from the Fountain Valley School District of its intention to dispose of surplus real property commonly referred to as Wardlow School site and Lamb School site and located at 9191 Pioneer Drive and 10251 Yorktown Street in Huntington Beach, respectively. Under the Naylor Act, the city must pass a resolution if it intends to negotiate with the school district to acquire all or part of either or both school sites. Funding Source: N/A; only requesting permission to negotiate at this time. Recommended Action: Motion to: Adopt Resolution No.>os 3i'A Resolution of the City Council of the City of Huntington Beach Relating;to the Inadequacy of Public Lands in the Vicinity of the Wardlow and Lamb School Sites to Meet the Existing and Foreseeable Needs of the Community for Playground, Playing Field, and Other Outdoor Recreational and Open-Space Purposes, which informs the Fountain Valley School District of the city's intention under the Naylor Act to negotiate in good faith with the district to acquire all or part of Wardlow School and/or Lamb School for public open-space purposes. THIS RESOLUTION MUST BE APPROVED BY A TWO/THIRD'S VOTE OR FIVE MEMBERS OF COUNCIL. Alternative Actionts): Do not negotiate to acquire either or both school sites under the Naylor Act. 0 REQUEST FOR ACTION 0 MEETING DATE: May 16, 2005 DEPARTMENT ID NUMBER: Analysis: On March 22, 2005, the Fountain Valley School District (FVSD) Board of Trustees notified the city of its intention to surplus or sell three school sites. Two of those sites are within the City of Huntington Beach. Wardlow School is located at 9191 Pioneer Drive and Lamb School is at 10251 Yorktown Avenue. Both schools are used by the community for outdoor recreational purposes and open space land particularly suited for recreational purposes. Wardlow School has 14.4 acres, of which 10 are open space. Lamb School has 14.3 acres, of which 7.5 are open space. Both sites are venues for organized youth sports in the city as well as being used by residents in the surrounding neighborhoods for general recreation and open space. There are inadequate public lands in the vicinity of these two school sites to meet the existing and foreseeable needs of this community for recreational open-space purposes. The Surplus School Property Purchasing (SSPP) Plan only identifies the city needing to acquire 8.6 acres at Wardlow School. Staff is requesting authority to negotiate for Wardlow and Lamb Schools. This gives the city a greater ability to craft a deal with the school district. If a portion of Lamb School were included in the final negotiated solution to the open-space issue, staff would have to return to Council to amend the SSPP Plan. The City of Huntington Beach would like to exercise its option under the Naylor Act to negotiate with the FVSD to acquire all or part of either or both sites in order to retain this open space for the community. In order to exercise this option, the City Council must approve the attached resolution. This will then give the city at least sixty days to negotiate an acquisition plan with the school district. Environmental Status: NIA Attachment(s1: City Clerk's •. •- Number No. Description 1. 1 Resolution No. eAS- 3g 2. Vicinity Map for Wardlow and Lamb Schools GARCAResolution to Negotiate suprlus school site purchase.doc -2- 5/9/2005 4:39 PM • • • • ATTACHMENT # 1 RESOLUTION NO. 2005-3 8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH RELATING TO THE INADEQUACY OF PUBLIC LANDS IN THE VICINITY OF WARDLOW ELEMENTARY SCHOOL AND LAMB ELEMENTARY SCHOOL TO MEET THE EXISTING AND FORESEEABLE NEEDS OF THE COMMUNITY FOR PLAYGROUND, PLAYING FIELD,AND OTHER OUTDOOR RECREATIONAL AND OPEN-SPACE PURPOSES WHEREAS,the City of Huntington Beach has received notice from the Fountain Valley School District("School District")that on February 10, 2005,the School District's Governing Board declared its intention to dispose of real property located in Huntington Beach at 9191 Pioneer Drive("Wardlow School")and 10251 Yorktown Street("Lamb School"); and 1 The whole or a portion of the Wardlow Schoofand Lamb School sites consist of land which is used for playground, playing field, and other outdoor recreational purposes and open- space land particularly suited for recreational purposes; and The Wardlow School and Lamb School sites have been used for school playground, playing field, or other outdoor recreational purposes and open-space land for at least(8) years immediately preceding the February 10,2005 determination of the School District's Governing Board to sell the Wardlow School and Lamb School sites; and There is no other available publicly owned land in the vicinity of Wardlow School and Lamb School that is adequate to meet the existing and foreseeable needs of the community for playground, playing field,or other outdoor recreational and open-space purposes; and Pursuant to the Naylor Act as codified in Education Code Section 17485, et seq.,the City of Huntington Beach has priority to purchase the Wardlow School and Lamb School sites due to the fact that both Wardlow School and Lamb School sites include land which is currently used for school playground, playing field, or other outdoor recreational purposes and open-space land particularly suited for recreational purposes, and the City has assumed that the Wardlow School and Lamb School sites would be permanently available for recreational purposes, NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Huntington Beach as follows: 1. Public land in the vicinity of the Wardlow School and Lamb School sites are inadequate to meet the existing and foreseeable needs of the community for playground,playing field, and other outdoor recreational open-space purposes. 2. The City Administrator or her designee is hereby authorized to notify the School District of the City's intention to negotiate the acquisition of the Wardlow School and Lamb School sites pursuant to the Naylor Act. 05reso/school sites I Resolution N 2005-38 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 16th day of May , 2005. AF REVIEWED AND APPROVED: APPROVED AS TO FORM: Y r ity Adm' istrator (tty�Attom�y 05 INITIATED AND APPROVED: c D' ect r of Commigity Services 05reso/school sites 2 Res. No. 2005-38 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) 1, JOAN FLYNN, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at an regular meeting thereof held on the 16th day of May, 2005 by the following vote: AYES: Hansen, Coerper, Sullivan, Hardy, Green, Bohr, Cook NOES: None ABSENT: None ABSTAIN: None Ci Clerk and ex-officiolVierk of the City Council of the City of Huntington Beach, California • • • • ATTACHMENT #2 �,* rt:'naiall EE ! r^�+w`®3Ec��- a^ -c, a'�:.*t�"�t �.J. '""°' rn ws * ^ rv++.Ii+7T emn ax/iI/IaIsrM e!t ar 1°"\►eD Basis IM111111/ovums ®;� . R lells /el1B#1 Rl i17ma ® 1;aa� ® ia • MENR.. 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SAID DE5CRIPTION CONTAINS 2.598 ACRE5 MORE OR LE55 ��NRL LANp l �^ 0 z No. 7914 J� Exp. i2-31-M *7SSOCIATES EN & EXHIBIT 'A'A LEGAL DESCRIPTION CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B •IRVINE, CA 92614-6236 W.O. No. 1498-202-001 Date 1 1-02-05 (949) 660-0110 FAX: 660-0418 En r. J.W. Chk'd J.W. Sheet 1 Of 1