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Home My WebLink AboutAgreements for Purchases and Sale - APN # 111-150-25 - Unimp l , CITY OF HUNTINGTON BEACH Inter-Department Communication To: JANELLE CASE, Deputy City Clerk From: ROBERT J. WHEELER, Special Counsel Date: July 28, 1999 Subject: REAL PROPERTY AT CORNER OF MAIN STREET AND CLAY AVENUE (APN 111-150-25) I'm hand delivering to yog/this morning the following four executed GrankDeeds from sellers Patricia H. Densl6w, Trustee (Escrow No. 9952835M); Bayard Thomas Lindley, Jr. (Escrow No. 9952838M); Daniel Chambers Lindley (Escrow No. 9952839M); and Catherine Anne Lindley (Escrow No. 9952840M). I have typed in property descriptions on each deed and have approved each deed as to form\ Please attach the City Clerk's acceptance to each deed; change the language in the upper left corner of each.deed to show that each recorded deed should be mailed to your office; and then contact First American Title Escrow Officer Katherine Shannon [(714) 647-4466] to arrange for a courier to come to your office and pick up the deeds for recordation by Ms. Shannon's office. Please contact me if any questions. ROBERT J. WHEELER Attachments as noted cc: Ms. Katherine Shannon by fax only [(714) 541-4210] ( z D, &0 (b) General Escrow Provisions. Upon Close of Escrow, Escrow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully complied with their instructions and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money, documents, instruments, or property deposited into escrow. If no party has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5)business days after Escrow Holder has mailed written notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party raises any objection to such return, Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties.- i 1.11 Brokerne Commissions. Seller represents to Buyer that no third party is owed any payment or commissions as a result of the transfer of the property interests provided i hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to.a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose the presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and I that Buyer may, in its sole discretion, cancel this escrow as a result of the information provided i 5 wheel er/agree/bdanthony/10/11/99 in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably withheld or delayed by Buyer. 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water .or. groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or.under California Health & Safety Code Section 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petroleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all rights and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (other than the levels of contamination currently known by Buyer to exist on or in the Property) potentially existing on, in, or under the Property, including but not limited to any action under CERCLA (42 U.S.C. §§. 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Hazardous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazardous Waste Control Law (California.Health & Safety Code 25100, et seq.), the Porter Cologne Act (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller shall disclose any and all lab results, test results and any and all other information concerning the assessment, j investigation, monitoring, removal and/or remediation of Contamination on or from the Property to -Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and a part of the disclosure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure obligation. I 1.16 Buyer's Written Purchase Offer. To the extent not inconsistent herewith, the terms of Buyer's written purchase offer to Seller, dated September 29, 1999, and accepted by I Seller on October 5, 1999, are incorporated herein by reference into this Agreement. i 6 wheeler/agree/bdanthony/10/11/99 i ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buffer. In the event Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Buyer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled to and recover from the other party, its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to the other party.or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counsel, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 7 wheeler/agree/bdanthony/10/11/99 i To Seller: Mr Steven Kent Anthony 41:53 Idaho Street, Apt. 7 Saia Diego, CA 92104 To Escrow Holder First American Title Insurance Company 11,4 East Fifth Street (P.O. Box 267) Sai ita Ana, CA 92702 Atl ention: Escrow Officer Any noL:f e given by ma; ,;pall be deemed (48) hours after such notice is deposited in the United States mail, addressed, as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Lam. This Agreement shall be construed according to its fair meaning and as if prepared equally by all 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. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, California. Titles and captions are for convenience only and shall n:)t constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever-and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or, failure of performance by the other party hereto under the,provisions of this Agreement shall impai-c any,such right or power or be construed to be a waiver thereof. A waiver by either party here°to of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenai its, agreements,restrictions or conditions hereof. 3.5 Modifications. Any alteration, ch ange or modification of or to this Agreement,,in order.to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrumen<., or the application of such term, provision, condition or covenant to, persons or circumstanc �,s other than those as to whom or which it is held invalid or unenforceable, shall not be affe;�te I thereby, and each term and provision of this Agreement shall be valid and enforceable.to.`the fu. �`est extent permitted by law. 8 wheeler/agree/bd dnthony/10/11/99 i w 3.7 ,Merger of Prior Agreements a nd Understandings. This Agreement and other documents incorporated herein by reference co ntain the entire understanding between the parties relating to the transaction contemplated herer)y and all prior or contemporaneous agreements, understandings, representations and statements., oral or written, are merged herein and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successor---s and assigns. aq I.R.S. Fonr-t •'W-9". It is liadustoed and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form W-911 and 1099-5 Form, and depositing sane with Escrow Holder no later than one,(1) day prior to the Close of Escrow. 3:10 Notice of Tax Withholding Requirements. It is further understood and agreed by Buyer and Seller that closing of this escrow -s subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior. to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590,'!Seller shall provide written instructions to Buyer. REST OF PtXGE.NOT USED 9 wheeler/agree/Vjanthony/10/11/99 3.11 Counterparts. This Agreeme- nt and any modifications, amendments, or supplements thereto may be executed in cou nterparts and shall be valid and binding as if the signatures of all of the parties were on one doc mment. IN WITNESS WHEREOF, the parties !hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instruct ions as of the date first above written. "SELLER" Dated: IV EVEN KENT "BUYER" CITY OF HUNTINGTON BEACH; Dated: By: r ' Ma r ,;; r By: l i- y City Cler APR VED AS TO FORM:= Robert J. Whe , Special Counsel Office of City Attorney City of Huntington Beach I i The foregoing instrument-is a correct -'copy of the origi'nal:.on=file'i'n,fhis office.-,-,.--, Attest CONR�lE B 6K—WAY City .Clerk and Ex.officio:Cierk..of_the City Council of the City_of-'Hi tington Beach, io iCalifor wheel er/agree/bdanthony/10/11/99 ^ �� eputy (b) General Escrow Provisions. Upon Close of Escrow, B crow Holder shall deliver the Title Policy to. Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with.any bank doing business in Orange Coui ity, California, and may be disbursed to any other general escrow account or accounts. Alldist ursements :shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This . Agreement -and ny„.j odifications, amendments, or supplements-thereto may be-.executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, md the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgmentsily or liens, including any fees or charges incurred, shall be the sole responsibility of Seller but o to the extent of $200.00. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above,, any.party.who then shall have fully complied. with their instructs ns and met their conditions to Close of Escrow may,=in"writing.vdemand".bf'Escrow`Holder'the return of their money,.documents; instruments, or property deposited into escrow. If no'parly has so complied, no demand-for return of any money, documents, instruments, or property wi be recognized by Escrow Holder until five (5)business days after Escrow Holder has mailed wr tten notice of such demand to all other parties at their respective addresses shown in these instr ictions, and if any party raises any objection to such return, Escrow Holder is authorized to hod all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no t ird party is owed any payment or commissions as a result of the transfer of the property interests provided" hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, esulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose die presence of any hazardous substances that have come to be located on or beneath the proper y before Close of Escrow. It is understood and agreed between Buyer and Seller that closinj of this escrow is subject to and contingent upon receipt and approval of said Disclosure Staten ent by Buyer, and 5 wheeler/agree/master/6 1/12/99 in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably A ithheld or delayed by Buyer. 1.13 Contamination Defined. The term "Contamination" as used n this Agreement shall mean and refer to any environmental contamination of any type or natur including but not limited to the following substances, whether in.the soil, air; surface.water, perched water or groundwater, or`in any-other medium: any "hazardous substance„ as definod under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Secti n 25281 (g); any "hazardous waste,as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance,,as defined under California Health-& Safety Code Sections 25281 and.25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & - Safety Code Section 25249.8; any petroleum hydrocarbon material or pet oleum byproduct, refined and unrefined, including but not limited to any crude oil or any fracti n thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.1.4 Buyer Reservation of Rights.' Buyer.expressly:reserves all,ri is.and remedies under,the:,law-•against:-Seller•and.any--prior owner, operator. or-.other.respon ible._party:to seek. damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (ol her than the levels of contamination currently known by Buyer to exist on or in the Property) otentially existing on, in, or under the Property, including but not limited to any action under CE RCLA (42 U.S.C. §§ 9601,`et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Halardous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) ; the Hazard us Waste Control Law(California Health &Safety Code 25100, et seq.), the Porter Cologne Act (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 348C et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller shall disclose any and all lab results, test results and any and all other information concerning the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and a part of the disclosure obligations of. said Seller under the above Section 1.12, the Hazardous Substances Disclosure obligation. 1.1-6 Buyer's Written Purchase Offer. To the extent not inconsis ent herewith; the terms of Buyer's written purchase offer to Seller, dated October 26, 1998, are ii icorporated herein by reference into this Agreement. 6 wheel er/agree/master/01/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price.Deposit,to Buyer.. In the eve Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrcw as the Purchase Price by Buyer and all other,amounts deposited into Escrow. by 'Buyer sh ill be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to B yer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuate g the construction of the public right of way improvements, utilities, and other improvements co templated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in c nnection with the Property, the prevailing party in such action shall be entitled to and recover from the other party, . its reasonable attorney's fees and other reasonable expenses in connection Aith such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to t other party.or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prepa d, to the party to whom the notice is directed at the address of such party hereinafter set fo h, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counse Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 wheeler/agree/master/O 1/12/99 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 New ort Beach, California 92660 To Seller: Mr. Robert B. Lindley P. O:Box 2167 Oakhurst,CA 93644 To Escrow Holder First American Title Insurance Company 1.14 East Fifth Street (P.O. Box 26)) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours after Euch notice is deposited in the United States mail,addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Law: This Agreement shall,be,cons ed according to - its ;fair meaning -and as if"prepared equally.:by all parties .hereto._ . This A eement .shall be construed in accordance with the laws of the: State of California,in-effect A the time of the execution of this Agreement. Any action brought in connection with this A eement shall be brought in a court of competent jurisdiction located in Orange County, Calijbmia. Titles and captions are for convenience only and shall not constitute a portion of this A eement. As used in this Agreement, masculine, feminine or neuter gender and the singular or p ural number shall each be deemed to include the others wherever and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in exer ising any right or power accruing upon the compliance or failure of performance by the other f iarty hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed s a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or c nditions hereof. 3.5 Modifications. Any alteration, change or modification of or tot is Agreement, in order to become effective, shall be made by written instrument or endorsem nt thereon and in each such instance executed on behalf of each party hereto. 8 _wheeler/agree/master/01/12/99 3.6 Severability. If any term, provision,condition or covenant of his Agreement or the application thereof to any party or circumstances shall, to any extent, 5e held invalid or unenforceable,,the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as tow m or which it is held invalid or unenforceable, shall not be affected thereby, and each term an provision of this Agreement,shall be valid and enforceable to the fullest extent permitted.by law 3.7 Merger of Prior Agreements and Understandings. : This A ement. and other documents incorporated herein by reference contain the entire understanding.. etween the..parties " .relating to the transaction contemplated hereby-and all prior or contemporaiieous.agreements, understandings, representations and statements, oral or written, are merged her in and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreementl contained herein shall survive the Close of Escrow shall be binding upon and inure to the bellefit of the parties hereto and their representatives,heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Se ler that closing of this.escrow is.subject to and,contingent upon Seiler executing an Internal Rev nue Service Form W-911,and,,1.099-S`-Form,-and,:depositing'same,,with Escrow Holder no'late than one (1) day prior to the Close of Escrow. 3.10 - Notice of Tax Withholding Requirements. It is further underst od and agreed by Buyer and Seller that closing of this escrow is subject to-and contingent upon Seller executing a. "Transferor's Affidavit of Non-Foreign Status" and California Form 90 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder nc later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590, Seller shall provide written insti uctions to Buyer. REST OF PAGE NOT USED ' 9 ` wheel er/agree/master/O 1/12/99 3.11 Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be.valid and binding as if the signatures of all of the parties were on one document. , IN WITNESS WHEREOF, the parties hereto have executed this Agree ment of Purchase and Sale of Real Property and Escrow Instructions as of the date first above w 'tten. "SELLER" Dated: SF0)Rp 11BUYER" CITY OF HUNTINGTON BI ACH, . Dated: By: By,.. MAyak-, _ APPr�OVED A TO FORM: Robert J. Wheel' r, Special Cc unsel Office of City Attorney q. City of Huntington Beach 10 wheeler/agree/master/O1/12/99 AGREEMENT,FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening,of Escrow: ,1999 To: First American°Title Insurance Company ("Escrow Holder") Attention: Escrow Officer Telephone: (714) THIS AGREEMENT FOR.PURCHASE AND SALE OF REAL Pf OPERTY AND ESCROW INSTRUCTIONS ,(this "Agreement") is. made this /(51'tl day of CN 1999, by and between THE -CITY OF HUNTINGTON BEACH, a muni ipal corporation ("Buyer"), and JAMES C. GARDNER("Seller"). RECITALS: A. Seller is the owner of an undivided 1/10th interest in that 'certain unimproved parcel of real property located in the City of Huntington. Beach; County of range, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach,' s shown on a map recorded in Book 7, Pages 27 and 28 f Miscellaneous Maps, Records of Orange County, California. B. PriorAo the execution of this Agreement, Seller accepted BuyerLnstructing written offer to acquire Seller's undivided interest in the Property for the purposes of and maintaining certain streets,roadways, sidewalks and other improvements ("Proj ct). NOW, THEREFORE, the parties to this Agreement agree to transfer fee imple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with,the following terms and conditions: 1 wheeler/agree/master/O l/12/99 ARTICLE I TERMS AND CONDITIONS 1.1 . Purchase and Sale of Seller's Undivided Interest in the ProDeftv. In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculat'Dns, Seller owned an undivided 1/Oth interest in the Property. However it is the mutual intent f the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to-all-interest Buyer may have had or currently hold and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution. of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully execu ed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price -for the conveyance and transfer of Seller's.undivided interest in the Property to Buyer shall:be Twen =o:Thousand Four Hundred Dollars'($22,400.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be deposited by Buyer into Escrow within fifteen (15) business days following the opening o .Escrow: Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable.to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consid ration of all of the following: (i) A fee simple interest in and to the Property,,for the purposes of the construction, operation, and maintenance of a public roadway ther n, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, access ways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping, paving and an appurtenances to the Property, including but not limited to any oil production facilities located on the Property. 2 wheel er/agree/master/0l/12/99 (d) Other Interests Included. Payment of the Purchase P ce by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's um ivided interest in the Property, all damages for lost oil production or other.economic damages due to interruptions of sewer, water, and electrical,utility services, precondemnation damage's, interc st, attorneys fees or other litigation expenses, and any and all items of compensation or.damage ansing out of the planning,negotiation, and acquisition by the Buyer of Seller's undivided interest in the-Property. a 1.4 Additional Funds and Documents Reg uired,from Bu er and,.Sell r: (a) Buyer. Before 12:00 noon on the date preceding the Cl sing Date, Buyer shall deposit' with °Escrow. Holder all additional ,funds and/or document (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty(20)business days following the d to that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Gr t Deed ("Grant Deed") conveying,a fee simple title to.Seller's undivided interest in the Prope ty, together with such funds and other items and instruments as may be necessary in order for tf e Escrow.Holder to comply with this Agreement. Escrow Holder shall submit the executed Gra it Deed to Buyer for.review and acceptance, as may be required to put the Grant Deed in ecordable form, whereupon Buyer,shall immediately submit the Grant Deed, with the accep ance,.Fto Escrow Holder'pending C;lose'of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's G ant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in subs ction (c) below, all closing costs and other costs are paid in full, and all-disbursements of any re aining funds in Escrow, or other disbursements as may be required to close Escrow, are made b Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically'understa d and agree that time is of the essence and Buyer and Sellers specifically agree to strictly co ly and perform- their obligations herein in the time and manner specified, and waive any and a 1 rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended,but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed in f avor of Buyer in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow.Holder shall cause to be issued and delivered to Buyer as of the Closing a 3 wheel er/agree/master/01/12/99 C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by. First American Title Insurance Company ("Title Company"), with liability in the amount oft e Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivid d interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and,exclusions containec in the.CLTA form policy; and (ii) Any-exceptions created by or consented to in writ ng by Buyer, including without limitation;any exceptions arising by reason of Buye 's filing of an eminent domain action, or securing of an order for possession of or ent on the Property.. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in iart, by Buyer of each of the following conditions precedent: (i) Issuance by Title Company of the Title Policy reflecting fee simple title to Seller's undivided interest in the Property granted to Buyer. >- v (ii) -Deposit'by-Seller of all-instruments and'f inds'providedR r in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in I iart, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided or in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by luyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, rrovided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. (b) General Escrow Provisions. Upon Close of Escrow, Esc ow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or mor general escrow 4 wheel er/agree/master/01/12/99 accounts of the Escrow Holder with any bank doing business in Orange Coun y, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and a y modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payrnent of Costs. Buyer shall pay Buyer's and Seller's F,scrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, a id-thecharges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. , 1.10 Termination and Cancellation of Escrow. If Escrow fails to lose as provided above, any party who then shall have fully complied with their instructio as and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder t ie return of their money, documents, instruments, or property deposited into escrow. If no part has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5)business days after Escrow Holder has mailed wri en notice of such demand to all other parties at their respective addresses shown in-these instru tions; and if any art•-�� raises,, y... J an objectionAto-such-return7-Escrow-Holder-is,authorized-twhol ls`ai ,succhmoney, p Y. documents, instruments, or property until instructed by a court of competent ju ri.sdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment or commissions as a result of the transfer of the property i terests provided hereunder, and Seller indemnities and holds the Buver harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, r sulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's ndivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the alifornia Health Safety Code (as may be amended); whereby a Seller is required to disclose t presence of any hazardous substances that have come to be located on or beneath the propert before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a.result of the infomiation provided in said Disclosure Statement,*or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability c f Buyer to Seller. Review and approval•of the Disclosure Statement shall not be unreasonably wi hheld or delayed by Buyer. 5 wheeler/agree/master/01/12/99 1.13" Contamination Defined. The term "Contamination" as used this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14.) or under California Health & Safety Code Secti 25281 (g); any "hazardous waste,as defined under Title 42 U.S.C. Section 6903(5)'and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material'.' as define under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to C lifornia Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petr leum byproduct, refined and unrefined, including but not limited to any crude oil or any fractio i thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing . material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all ri is and remedies under the law against Seller and any prior owner, operator.or other responsible,party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (other than the levels of contamination currently known by Buyer to exist on or in the Property) p tentially existing on, in, or under the Property, including but not limited to any action under CE ZCLA (42 U.S.C. §§ 9601; et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Ha dons Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazard us Waste Control • Law-(California•-Health-& Safety Code,251.00;-et seq.), the--Porter Cologne Act (Cal:if6mia=Mater Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et.seq., California Civil Code §850 et seq., California Civil Code§§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller hall disclose any and. all lab results, test results and any and all other information concerning the assessment, . investigation,:monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such i iformation. The disclosure of this information is in accordance with and a part of the disclos re obligations of said Seller under the above Section 1.12,the Hazardous Substances Disclosure )bligation. 1.16 Buyer's Written Purchase Offer. To the extent not inconsis ent herewith, the terms of Buyer's written purchase offer to Seller, dated November 17, 1998 are incorporated herein by reference into this Agreement. wheel er/agree/master/O 1/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES .2.1 Repayment of Purchase.Price Deposit to,Buyer. Jn the event Escrow does not close, for whatever reason, and Buyer does not.acquire Seller's undivided interest in the Property as provided for in this Agreement, any-and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to B er at of Close of Escrow., Pending Close of Escrow, Seller grants to Buyer and Buyer's Contracl or a right of entry on the Property, for the purposes of coming onto such Property and effectuatin Dr the construction of the public right of way improvements, utilities, and other improvements co emplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3:1 - "Attorney'§-Fees. 'In any action`between the parties hereto;seeki g enforcement of any of the terms and provisions of this Agreement or the Escrow, or in co ection with the Property, the prevailing party in such action shall be entitled to and recover fro n the other party, its reasonable attorney's fees and other reasonable expenses in connection w th such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to tht other party or to the Escrow Holder must be in writing and may be given by personal delivery r by mailing the same by registered or certified mail, return receipt requested, postage prepai 1, to the party to whom the notice is directed at the address of such party hereinafter set for h, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counsel Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newl ort Beach, California 92660 wheeler/agree/master/01/12/99 To Seller: Mr. James C. Gardner 51.45 Cobblestone Way Lilburn, GA 30047 To Escrow Holder First American Title Insurance Coin ipany 114 East Fifth Street (P.O. Box 26 ) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed receive_ d forty-eight (48)hours aftersuch notice is deposited in the United States mail, addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be construed according to its. fair meaning and as if prepared equally by all parties hereto. This AgTeement shall be .construed in,accordance with the laws of the State of California in-effect at the time of the execution of this Agreement. Any action brought in connection with this Alp7eement shall be brought in a court of competent jurisdiction located in Orange County, Cali mia.. Titles and captions are for convenience only-and shall not constitute a portion of this Agieement. As used in-this.Agreement masculine, feminine,or.neixter.gender-and the singular,or:p laraLnuiribersliall, each be deemed to include the others wherever and whenever the context so dic ates: 3.4 No Waiver. No delay or omission by either party hereto in exec ising any right or power accruing upon,the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be onstrued to be a waiver thereof A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed s a waiver of any succeeding breach of the same or other covenants; agreements, restrictions or conditions hereof. 3.5 Modifications. Any alteration, change or modification of or to t iis Agreement; in order to become effective, shall be made by written instrument or endorsemerit thereon and in. each such instance executed on behalf of each party hereto. 3.6 Severability. If any term,_provision, condition or covenant oft iis Agreement or the application thereof to 'any party or circumstances shall,, to any extent, b held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to wham or which it is held invalid or unenforceable, shall not be affected thereby, and each term anc provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8 wheel er/agree/master/O1/12/99 3.7 Merger of Prior Agreements and Understandings. This Agr ement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged her in and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow shall be binding upon and inure to the ben fit of the parties hereto and their representatives, heirs,successors and assigns. 3.9 I.R.S. Form "W-9". It is.further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form W-911 and 1099-S Form, and depositing same with Escrow Holder no later than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It is further understo d and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no ater than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute theabove-referenced Transferor's,Affidavit or.California Form 590, Seller shall provide.written instn ctrons',fo.,Buyer. REST OF PAGE NOT USED' 9 wheeler/agree/master/01/12/99 t 111 Counterparts. This Agreement and any modifications, ' amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agreen ient of Purchase and Sale of Real Property and Escrow Instructions as of the date first above wri ten. ..SELL R' Dated: zh/4 J ES C. GARDNE�/ "BUYER" CITY OF HUNTINGTON BEi kCH, Dated: J! '� By: By: M14yok �17'E,S T 4 AP ROVED AS TO FORM: W- /7Y C i-ex&, °� Robert J. Whee r, Special Cou $el w Office of City Attorney ' City of Huntington Beach 10 wheeler/agree/master/01/12/99 r, r K� AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. 9 — 7 Date of Opening ol Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: Escrow Officer Telephone: (714)lv - THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this k5tl day of MqkCN 1999, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Buyer"), and ROBERT B. LINDLEY ("Seller"). RECITALS: A. Seller is the owner of an undivided 4/30th interest in that ceitain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, Ets shown on a map recorded in Book 7, Pages 27 and 28 f Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer'3 written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements ("Project). NOW, THEREFORE, the parties to this Agreement agree to transfer fee imple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance ith the following terms and conditions: wheeler/agree/master/01/12/99 \ iS ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Pro e Ly. In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculations, Seller owned an undivided 4/30th interest in the Property. However it is the mutual intent c f the parties that, pursuant to the terms terms of this Agreement, Seller conveys to Buyer, and Bu er acquires from Seller, in fee simple, title to all interest Buyer may have had or currently hold and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully execu ed Agreement to Escrow Holder. 1.3 PgMent of Purchase Price. (a) Amount of Purchase Price.- The purchase price for the conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Twenty-Nine Thousand Eight Hundred and Sixty-Six Dollars ($29,866.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be deposited by Buyer into Escrow within fifteen (15) business days following the opening of Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of Cali rnia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and b etween Buyer and Seller that the Purchase Price set forth above is paid as full and final consid ration of all of the following: (i) A fee simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway ther on; including all uses incident to the use of the Property as a public right of way, ncluding but not limited to the placement of utilities on or over the Property, access ways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and 2 wheel er/agree/master/O 1/12/99 (ii) All improvements, structures, landscaping, paving and any appurtenances to the Property, including but not limited to any oil production faciliti s located on the Property. (d) Other.Interests Included. Payment of the Purchase P ice by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages dL e to interruptions of sewer, water, and electrical utility services, precondemnation damages, inter st, attorney's fees or other.litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided intere t in the Property. 1.4 Additional Funds and Documents Required from Buyer and Sel er. (a) Buyer. Before 12:00 noon on the date preceding the Closing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documen s (executed and acknowledged, if appropriate) which are necessary to close escrow and othervise comply with the terms of this Agreement. (b) Seller. Within twenty(20)business days following the te.that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Gr nt Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Propc rty, together with such funds and other items and instruments as may be necessary in,.order fort ie Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Gr nt Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon Buyer shall immediately submit the Grant Deed, with the acce tance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer a provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. Th terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's C rant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in sub ection (c) below, all closing costs and other costs are paid in full, and all disbursements of any r maining funds in Escrow, or other disbursements as may be required to close Escrow, are made y Escrow Holder to the appropriate parties. f (b) Time of Essence. Buyer and Seller specifically understand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner specified,and waive any and 11 rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended, but only by way of a writing signed by all parties. . I I 3 wheel er/agree/master/O1/12/99 (c) Title Policy. Upon Seller's deposit of the Grant Deed in avor of Buyer in recordable condition covering Seller's undivided interest in the Property, and rior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as f the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued b First American Title Insurance Company ("Title Company"), with liability in the amount of th Purchase Price, covering.the Property and reflecting the.fee simple title to Seller's undivid d interest in the . Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions contained in the CLTA form policy; and (ii) Any exceptions created by or consented to in writi ng by Buyer, including without limitation, any exceptions arising by reason of Buye 's filing of an eminent domain action, or securing of an order for possession of or ent y on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations of uyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in art, by Buyer of each of the following conditions-precedent: (i) Issuance by Title Company of the Title Policy reflecting o fee simple title to Seller's.undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided fcr in this Agreement,necessary.to the Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in I art, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided I Dr in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by uyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escro Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, Frovided that the same are consistent with and do not conflict with the provisions of this Agreerr ent. In the event of any such conflict, the provisions of this Agreement shall prevail. 4 wheeler/agree/master/O 1/12/99 (b) General Escrow Provisions. Upon Close of Escrow, Es ow Holder shall, deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set- forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of_the Escrow Holder with any bank doing;business in Orange Count , California, and maybe disbursed to any other.general escrow.account or accounts. All disbu sements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and -any modifications, amendments, or supplements thereto may be executed-in counterparts and sliall be valid'.and binding as if all of the parties signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller but only to the extent of $200.00. 1.10 Termination and Cancellation of Escrow. If Escrow fails to lose as provided above, any party who then shall. have -fully complied with their .instructio s and met. their conditions to Close:of Escrow-may,,in writing, demand of Escrow`Holder 11 ie-return of their money, documents, instruments, or property deposited into,escrow. If no.party has so complied, no demand for return of any money, documents, instruments, or property will be recognized by, Escrow Holder until five(5)business days after Escrow Holder has mailed writ en notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party raises any objection to such return, Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer.that no th rd party is owed any payment or commissions as a result. of the transfer of the property i terests provided hereunder, and Seller indemnities and holds the Buyer harmless from and aga nst all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, rc sulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's i individed interest therein, are subject to a disclosure as designated under Section 25359.7 of the alifornia Health & Safety Code (as may be amended); whereby a Seller is required to disclose t presence of any hazardous substances that have come to be located on or beneath the property,before Close of Escrow.. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statem nt by Buyer, and 5 wheeler/agree/master/01/12/99 in said Disclosure Statement, or as a result of subsequent information provi ed by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. ' Review and approval of the Disclosure Statement shall.not be unreasonably wi hheld or delayed by Buyer. .1.13 Contamination Defined. The term "Contamination" as used i this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, erched water or groundwater, or in any other medium: any "hazardous.substance„ as define I under Title 42 U.S.C. Section 9601 (14) or. under California Health & Safety Code Sectio 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health-& Safety Code Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petroleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all ri is and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or,other remedies in connection with any investiga ion, remediation, or other obligations Buyer incurs or may incur as a result of Contamination(other than the levels of contamination currently known by Buyer to exist on or in the Property) p tentially existing on, in, or under the Property, including but not limited to any action under CE ZCLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Haz irdous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazardc us Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne Act California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. a d 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller hall disclose any and all lab results, test results and any and all other information concerning, the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and a part of the disclos ire obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure )bligation. 1.16 Buyer's Written Purchase Offer. To the extent not inconsisl ent herewith, the terms of Buyer's written purchase offer to Seller, dated October 26, 1998, are ir corporated herein by reference into this Agreement. I 6 wheel er/agree/master/Ol/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the event -scrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided intere t in the Property as provided for in this Agreement, any and all amounts deposited into Escrov as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer sha be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Bu er at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other,improvements con emplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, seekii ig enforcement of any of the terms and provisions of this Agreement or the Escrow, or in coilnection with the Property, the prevailing party in such action shall be entitled to and recover fro the other party, its reasonable attorney's fees and other reasonable expenses in connection w th such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to th other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set foith, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counse , Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 wheel er/agree/master/O I/12/99 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newl ort Beach; California 92660 To Seller: Mr. Robert B. Lindley P. O. Box 2167 Oakhurst, CA 93644 To Escrow Holder First American Title Insurance Cory pany 114 East Fifth Street(P.O. Box 267 Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours afters ich notice is deposited in the United States mail, addressed as provided above, with postage !illy prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be const ed according to its fair meaning and as if.prepared equally by all parties hereto. This A eement shall be construed in accordance with the laws of the State of California in-effect at the time of the execution of this Agreement. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, Cali rnia. Titles and captions are for convenience only and shall not constitute a portion of this A eement. As used in this Agreement, masculine, feminine or neuter gender and the singular or pl aral number shall each be deemed to include the others wherever and whenever the context so di dates. 3.4 No Waiver. No delay or omission by either party hereto in exer ising any right or power accruing upon the compliance or failure of performance by the other arty hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the cov pants, conditions or agreements hereof to be performed by the other party shall not be construed is a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 3.5 Modifications. Any alteration, change or modification of or to 1 his Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. I I I s wheel er/agree/master/01/12/99 3.6 Severability. If any term, provision, condition or covenant of tl.is Agreement or the application thereof to any party or circumstances shall, to any extent, b held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to who or which it is held invalid.or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 3.7 Merger of Prior Agreements and Understandings. This Agre ment and other documents incorporated herein by reference contain the entire understanding bc tween the parties relating to the transaction contemplated hereby and all prior or contemporan ous agreements, understandings, representations and statements, oral or written, are merged here In and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow shall be binding upon and inure to the ben fit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Sel er that closing of this escrow is subject to and contingent upon Seller executing an Internal Reve nie Service Form W-911 and 1099-S Form, and depositing same with Escrow Holder no later than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It is further underst od and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon 3eller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 5 0 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590, Seller shall provide written instr ictions to Buyer. REST OF PAGE NOT USED I I I 9 wheeler/agree/master/01/12/99 3.11 Counterparts. This Agreement and any modifications, mendments, or supplements thereto may be executed in counterparts and shall be valid and finding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agreen ent of Purchase • and Sale of Real Property and Escrow Instructions as of the date first above wri ten. its „ Dated: 7 Cl R B RT B. LINDLEY "BUYER" CITY OF HUNTINGTON BE CH, Dated: By: By: MAYO&- �7Tt APP n OVED A TO FORM: --�/7T/ C'L eRK Robert J. Wheel'r, Special Coi insel Office of City Attorney * ' City of Huntington Beach I� I I� 10 wheeler/agree/master/01/12/99 (11) 3/15/99 - Councilli4enc A9 nda Page 11 E-11. (City Council Approve Amendment No. 1 To Lease Agreement With Michael & Christie Bartusick dba Park Bench Cafe (600.35) Approve Amendment No. 1 to Lease Agreement with Michael and Christie Bartusick d.b.a Park Bench Caf , and authorize the Mayor and City Clerk to execute same. Submitted bV the Communit Services Director [Item continued to 415199] E-12. (City Council Approve & Execute The Sub grantee Agreement Between The City And Coast Community College District For Housing & Community Development Block Grant Program (Child Care Facility) (600.10) —Approve and authorize the Mayor and City Clerk.to execute the Subgrantee Agreement between the City and Cc ast Community College District (Golden West College). Submitted by the Economic Development Director [Approved 6-0-1 (Julien absent)] E-13. (City Council Adopt Resolution Of Intention No. 99-15 To Increase The Monthl Assessment For The Huntington Beach Auto Dealers Business Improvement District For The Remainder Of Fiscal Year 1998-99—Sets'Public Hearing For 415/99 (460.30) 1. Adopt City Council Resolution of Intention No. 99-15 "A Resolution of the City of Huntington Beach Declaring It's Intention to Levy an Increase n the Annual Assessment for Fiscal Year 1998-99 to Fund Improvements Within th e Huntington Beach Auto Dealers Business Improvement District." Submitted by the Ecor iomic Development Director [Adopted 6-0-1 (Julien absent)] E-14. (Redevelopment A enc Approve Plaza Almeria Remediation R imbursement Agreement And Assignment Of Claim Between The Redevelo m nt A enc &J.T. Development Company — For Costs Incurred For Environmental emediation — Approve Budget Amendment (600.30)— 1. Approve and authoriz execution of the attached Reimbursement Agreement And Assignment Of Claim BetVV een The Redevelopment Agency Of The City Of Huntington Beach And J.T. Development Company for Costs Incurred For Environmental Remediation by the Ghairman and Agency Clerk; and 2. Approve an amendment to the current fiscal year budget in the amount of$28,329.80 and 3. Authorize the payment of$28,329.80 to J.T. Development Company, LLC, per the terms of the approved Agreement. Submitted by the Economic Development Director [Approved 6-0-1 (Julien absent)] E-15. (City Council Approve Real Estate Purchase Agreements For Purchase & Sale Of Real Propertv And Escrow Instructions For Unimproved Real Propeft Located At Corner Of Clay Avenue And Main Street APN 111-150-25 Holl Seacliff Development Project) (650.20) —1. Approve and authorize the Ma or and City Clerk, on behalf of the City of Huntington Beach, to sign and attest the Real Estate Purchase Agreements for Purchase & Sale of Real Property and Escrow Instru tions with 9 of the 1.2 persons who own undivided interests in this property and 2. Authorize City staff to open an escrow, at First American Title Company in Santa Ana, to cc nsummate the acquisition of the interests of these nine persons. Submitted by the C ity Attorney (Sample Agreement For Purchase And Sale Of Real Property And E 3crow Instructions Attached). [Approved 6-0-1 (Julien absent)] / l 3"7S� 0 ,mom_•: f , T . X y . 1 fkk� it _ W1 FOR Form No. 1402.92 (10/17/92) . ALTA Owner's Policy POLICY OE TITLE INSUR"ANCE } 14 C9 � ISSUED BY First American Title Insurance Com pany , �E F SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAIN D IN SCHEDULE . B AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMP , a California to> corporation, herein called the Company, insures,as of Date of Policy shown in Schedule A,againsi loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insu ed by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; , 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; y 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys'fees and expenses incurred in defense of the titl , as insured, but +r only to the extent provided in the Conditions and Stipulations. ► First American Title Insurance Company rggC# i.k9 BY PRESIDENTS ry ATTEST `w l SECRETARY 4 41i ,"s1Wa " _- �,,� ids ., \\ _ 5,� ................ Pirst America Anz Title Insurance Company ... ................Yd ............... ...........--.. ..... ..... ..... 6 1 P T E M B I R 2 4L4� ''iS 1968 Ni EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys'fees or expenses which arise by reason of: 1. (a)Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting,regulating,prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (l the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. by this policy which constitutes the basis of loss or damage for any loss or damage caused thereby. and shall state,to the extent possible,the basis of calculating (b) In the event of any litigation,including litigation by The following terms when used in this policy mean: the amount of the loss or damage. If the Company is the Company or with the Company's consent,the Company (a) "insured":the insured named in Schedule A,and, prejudiced by the failure of the insured claimant to provide the shall have no liability for loss or damage until there has been subject to any rights or defenses the Company would have required proof of loss or damage,the Company's obligations a final determination by a court of competent jurisdiction, had against the named insured,those who succeed to the to the insured under the policy shall terminate,including any and disposition of all appeals therefrom,adverse to the title interest of the named insured by operation of law as liability or obligation to defend, prosecute, or continue any as insured. distinguished from purchase including, but not limited to, litigation,with regard to the matter or matters requiring such (c) The Company shall not be liable for loss or heirs,distributees,devisees,survivors,personal representa- proof of loss or damage. damage to any insured for liability voluntarily assumed bythe tives, next of kin,or corporate or fiduciary successors. In addition, the insured claimant may reasonably be insured in settling any claim or suit without the prior written (b) "insured claimant": an insured claiming loss or required to submit to examination under oath by any consent of the Company. damage. authorized representative of the Company and shall produce for examination,inspection and copying,at such reasonable 10. REDUCTION OF INSURANCE; REDUCTION OR (c) "knowledge"or"known actual knowledge, not times and places as may be designated by any authorized TERMINATION OF LIABILITY constructive knowledge or notice which may be imputed to representative of the Company, all records, books, ledgers, an insured by reason of the public records as defined in this checks,correspondence and memoranda,whether bearing a policy or any other records which impart constructive notice date taetore or after Date of Policy,which reasonably pertain All payments underthis policy,except payments made of matters affecting the land, to the loss or damage.Further,if requested by any authorized for costs, attorneys' fees and expenses, shall reduce the (d) "land": the land described or referred to in representative of the Company, the insured claimant shall amount of the insurance pro tanto. Schedule(A),and improvements affixed thereto which by law grant its permission, in writing, for any authorized rep- 11 LIABILITY NONCUMULATIVE. constitute real property.The term"land"does not include any resentative of the Company to examine,inspect and copy all property beyond the lines of the area described or referred records,books,ledgers,checks,correspondence and mem- It is expressly understood that the Amount of In- to in Schedule (A), nor any right, title, interest, estate or oranda in the custody or control of a third party, which surance underthis policyshall be reduced by any amountthe easement in abutting streets, roads, avenues,alleys,lanes, reasonably pertain to the loss or damage. All information Company may pay under any policy insuring a mortgage to ways or waterways,but nothing herein shall modify or limit designated as confidential by the insured claimant provided which exception is taken in Schedule B or to which the the extent to which a right of access to and from the land is to the Company pursuant to this Section shall not be insured has agreed,assumed,or taken subject,or which is insured by this policy. disclosed to others unless,in the reasonable judgment of the e "mart a e' mortgage,deed of trust,trust deed, Company, it is necessary in the administration of the claim. hereafter executed or in insured and which is a charge n �O g 9 ' y. lien an the estate or interest described or referred to in or other security instrument. Failure of the insured claimant to submit for examination Schedule A, and the amount so paid shall be deemed a (f) "public records":records established under state under oath,produce other reasonably requested information payment under this policy to the insured owner statutes at Date of Policy for the purpose of imparting or grant permission to secure reasonably necessary informa- constructive notice of matters relating to real property to tion from third parties as required in this paragraph, unless 12, PAYMENT OF LOSS. purchasers for value and without knowledge.With respect to prohibited by law or governmental regulation,shall terminate Section 1(a)(iv) of the Exclusions From Coverage, "public any liability of the Company underthis policy as to that claim. (a) No payment shail be made without producing this records"shall also incude environmental protection liens filed 6 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; policy for endorsement of the payment unless the policy has . in the records of the clerk of the United States district court been lost or destroyed, in which case proof of loss or for the district in which the land is located. TERMINATION OF LIABILITY. destruction shall be furnished to the satisfaction of the (g) "unmarketability of the title": an alleged or In case of a claim underthis policy,the Company shall Company. apparent matter affecting the title to the land,not excluded or have the following additional options: (b) When liability and the extent of loss or damage has excepted from coverage,which would entitle a purchaser of been definitely fixed in accordance with these Conditions and the estate or interest described in Schedule A to be released (a) To Pay or Tender Payment of the Amount of Insurance. Stipulations,the loss or damage shall be payable within 30 from the obligation to purchase by virtue of a contractual days thereafter. condition requiring the delivery of marketable title. To pay or tender payment of the amount of insurance underthis policy together with any costs,attorneys'fees and 13. SUBROGATION UPON PAYMENT 2. CONTINUATION OF INSURANCE AFTER expenses incurred by the insured claimant, which were OR SETTLEMENT. CONVEYANCE OF TITLE. authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to (a) The Company's Right of Subrogation. The coverage of this policy shall continue in force as ly. Upon the exercise by the Company of this option, al{ Whenever the Company shall have settled and paid a of Date of Policy in favor of an insured only so long as thebility and obligations to the insured under this policy,other�im under this policy,all right of subrogation shall vest in insured retains an estate or interest in the land,or holds an the Company unaffected by any act of the insured claimant. indebtedness secured by a purchase money mortgage given than to make the payment required,shall terminate,including .F..Fn A ... n A The Company shall be subrogated to and be entitled to all n., I...F.Ih,n. .,F.3....+....+.. „ n.nnnC,..n insured shall have liability by reason of covenants of warranty ally Milli Wild ` ` N" Ly 011diluc OP ` 1O1" "' L11V had against any person or property in respect to the claim ti ll for cancellation,made by the insured in any transfer or conveyance of the Company had this poll y not been issued.If requested by the Company, estate or interest.This policy shall not continue in force in (b) To Payer Otherwise Settle With Partieg Other ttian, a insured laimant shall transfer to the Company all rights favor of an purchaser the insured of either 1 an estate Insured or With the Insured,Claimant. 1d remee against an y p {) g y person or property necessary in or interest in the land,or(ii)an indebtedness secured by a (i) to pay or otherwise settle with other parties for Under to perfect this right of subrogation. The insured purchase money mortgage given to the insured. or in the name of an insured claimant,any claim insured claimant sh iI permit the Company to sue, compromise or against under this p61icy;together with any'costs,!attomeys' settle in the ame of the insured claimant and to use the name 3. NOTICE OF CLAIM TO BE GIVEN BY fees and expenses,incurred!by('the;insured,claimant which of the insu ed claimant in any transaction or litigation INSURED CLAIMANT, were authorized by the Company up to the time of payment involving th se rights or remedies, and which the Company is obligated to pay; or If apaimenton account of a claim does not fully cover The insured shall notify the Company promptly in (ii) to pay or otherwise settle with the insured the loss of the insured claimant, the Company shall be writing(i)in case of any litigation as set forth in Section 4(a) claimant the loss or damage provided for under this policy, subrogated o these rights and remedies in the proportion below, (ii) in case knowledge shall come to an insured together with any casts, attorneys' fees and expenses which the mpany's payment bears to the whole amount hereunder of any claim of title or interest which is adverse to incurred by the insured claimant which were authorized by the of the loss. the title to the estate or interest,as insured,and which might Company up to the time of payment and which the Company If Ids should result from any act of the insured cause loss or damage for which the Company may be liable is obligated to pay. claimant,ac stated above,that act shall not void this policy, by virtue of this policy,or(lii)if title to the estate or interest, Upon the exercise by the Company of either of the but the Corr 3ary,in that event,.shall be required to pay only as insured,is rejected as unmarketable.If prompt notice shall options provided for in paragraphs (b)(i) or (ii), the Com- that part of ny losses insured against by this policy which not be given to the Company,then as to the insured all liability pany's obligations to the insured under this policy for the shall excee I the amount, if any, lost to the Company by of the Company shall terminate with regard to the matter or claimed loss or damage,other than the payments required to reason of t ie impairment by the insured claimant of the matters for which prompt notice is required; provided, be made,shall terminate,including any liability or obligation Company's fight of subrogation. however,that failure to notify the Company shall in no case to defend, prosecute or continue any litigation. (b) I le Company's Rights Against non-insured prejudice the rights of any insured under this policy unless Obligors. the Company shall be prejudiced by the failure and then only 7. DETERMINATION, EXTENT OF LIABILITY The ompany's right of subrogation against non- to the extent of the prejudice. AND COINSURANCE. insured ob igors shall exist and shall include, without 4. DEFENSE AND PROSECUTION OF ACTIONS; This policy is a contract of indemnity against actual limitation,t e rights of theinsured to indemnities,guaranties, DUTY OF INSURED CLAIMANT TO COOPERATE. monetary loss or damage sustained or incurred by the other or ci s of Insurance or bands, notwithstanding any insured claimant who has suffered lass or damage by reason terms or r n broga contained in those instruments which (a) Upon written request by the insured and subject to of matters insured against by this policy and only to the extent provide for ubrvgatian rights by reason of this policy. the options contained in Section 6 of these Conditions and herein described. 14. ARBI rRATION. Stipulations, the Company, at its own cost and without (a) The liability of the Company underthis policy shall unreasonable delay, shall provide for the defense of an not exceed the least of: Unle s prohibited by applicable law, either the Com- insured in litigation in which any third party asserts a claim (i) the Amount of Insurance stated in Schedule A; pany or the insured may demand arbitration pursuant to the adverse to the title or interest as insured,but only as to those or Title Insura ice Arbitration Rules of the American Arbitration stated causes of action alleging a defect, lien or en- (ii) the difference between the value of the insured Associatior. Arbitrable matters may include, but are not cumbrance or other matter insured against by this policy.The estate or interest as insured and the value of the insured estate limited to, ny controversy or claim between the Company Company shall have the right to select counsel of its choice or Interest subject to the defect,lien or encumbrance insured and the ins ired arising out of or relating to this policy,any (subject to the right of the insured to object for reasonable against by this policy. service of I le Company in connection with its issuance or cause)to represent the insured as to those stated causes of (b) In the event the Amount of Insurance stated in the breach of a policy provision or other obligation. Ah action and shall not be liable for and will not pay the fees of Schedule A at the Date of Policy is less than 80 percent of arbitrable natters when the Amount of Insurance is any other counsel.The Company will not pay any fees,costs the value of the insured estate or interest or the full $1,000,00C or less shall be arbitrated at the option of either or expenses incurred by the insured in the defense of those consideration paid for the land, whichever is less, or if the Compai y or the insured.All arbitrable matters when the causes of action which allege matters not insured against by subsequent to the Date of Policy an improvement is erected Amount of Insurance is in excess of$1,000,000 shall be this policy. on the land which increases the value of the insured estate arbitrated o ily when agreed to by both the Company and the (b) The Company shall have the right,at its own cost, or interest by at least 20 percent over the Amount of insured. A itration pursuant to this policy and under the to institute and prosecute any action or proceeding or to do Insurance stated in Schedule A;then this Policy is subject to Rules in eff ct on the date the demand for arbitration is made any other act which in its opinion may be necessary or the following: or,at the at tion of the insured,the Rules in effect at Date of desirable to establish the title to the estate or interest, as (i) where.no subsequent improvement has been Policy shal be binding upon the parties. The award may insured, or to prevent or reduce loss or damage to the made,as to any partial loss,the Company shall only pay the include aft rneys'fees only if the laws of the state in which insured.The Company may take any appropriate action under loss pro rata in the proportion that the Amount of Insurance the land is cated permit a court to award attorneys'fees to the terms of this policy, whether or not it shall be liable at Date of Policy bears to the total value of the insured estate a prevailin party.Judgment upon the award rendered by the hereunder, and shall not thereby concede liability or waive or interest at Date of Policy; or (ii) where a subsequent Arbitrator( I may be entered in any court having jurisdiction any provision of this policy.If the Company shall exercise its improvement has been made, as to any partial loss, the thereof. rights under this paragraph, it shall do so diligently. Company shall only pay the loss pro rata in the proportion that The law of the situs of the land shall apply to an (c) Whenever the Company shall have brought an 120 percent of the Amount of Insurance stated in Schedule arbitration inder the Title Insurance Arbitration Rules. action or interposed a deiense as required or permitted by the A bears to the sum of the Amount of Insurance stated in A ci ipy of the Rules may be obtained from the provisions of this policy, the Company may pursue any Schedule A and the amount expended for the improvement. Company pan request. litigation to final determination by a court of competent The provisions of this paragraph shall not apply to jurisdiction and expressly reserves the right, in its sale costs,attorneys'fees and expenses for which the Company 15. LIAE LITY LIMITED TO THIS POLICY; discretion, to appeal from any adverse judgment or order. is liable under this policy,and shall only apply to that portion POL CY ENTIRE CONTRACT. i In all cases where this policy permits or requires of any loss which exceeds, in the aggregate, 10 percent of the Company to prosecute or provide for the defense of any the Amount of Insurance stated in Schedule A. (a) his policy together with all endorsements,if any, action or proceeding, the insured shall secure to the (c) The Company will pay only those costs,attorneys' attached h reto by the Company is the entire policy and Company the right to so prosecute or provide defense in the fees and expenses incurred in accordance with Section 4 of contract bf ween the insured and the Company.In interpret- action or proceeding,and all appeals therein,and permit the these Conditions and Stipulations, ing any pro vision of this policy,this policy shall be construed Company to use,at its option,the name of the insured for this as a whole. purpose.Whenever requested by the Company,the insured, B. APPORTIONMENT (b) kny claim of loss or damage, whether or not at the Company's expense, shall give the Company all based on r egligence,and which arises out of the status of reasonable aid (i) in any action or proceeding, securing Iftheland described in Schedule(A)(C)consists of two the title to the estate or interest covered hereby or by any evidence,obtaining witnesses,prosecuting or defending the or more parcels which are not used as a single site,and a loss action ass rting such claim,shall be restricted to this policy, action or proceeding,or effecting settlement,and(ii)in any is established affecting one or more of the parcels but not all, (c) qo amendment of or endorsement to this policy other lawful act which in the opinion of the Company may be the loss shall be computed and settled on a pro rata basis as can be ma a except by a writing endorsed hereon or attached necessary or desirable to establish the title to the estate or if the Amount of Insurance under this policy was divided pro hereto sigi ed by either the President, a Vice President,the interest as insured.If the Company is prejudiced by the failure rata as to the value on Date of Policy of each separate parcel Secretary, an Assistant Secretary, or validating officer or of the insured to furnish the required cooperation, the to the whole, exclusive of any improvements made sub- authorized signatory of the Company. Company's obligations to the insured under the policy shall sequent to Date of Policy, unless a liability or value has terminate, including any liability or obligation to defend, otherwise been agreed upon as to each parcel by the 16. SEY RABILITY. prosecute,or continue any litigation,with regard to the matter Company and the insured at the time of the issuance of this or matters requiring such cooperation. policy and shown by an express statement or by an In th a event any provision of the policy is held invalid endorsement attached to this policy. or unenfla eable under applicable law, the policy shall be 5. PROOF OF LOSS OR DAMAGE. deemed nttto include that provision and all other provisions 9. LIMITATION OF LIABILITY. shah rema n in full force and effect. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been (a) If the Company establishes the title,or removes the 17. NO CES, WHERE SENT. provided the Company,a proof of loss or damage signed and alleged detect, lien or encumbrance, or cures the lack of a sworn to by the insured claimant shall be furnished to the nght of access to or from the land, or cures the.claim of All notiol is required to be given the Company and any statement Company within 90 days after the insured claimant shall unmarketability of title,all as insured,in a reasonably diligent in wrib'ng Aquked to be fumished the Company shag include the ascertain the facts giving rise to the loss or damage. The manner by any method, including litigation and the comple- numberof t is policyand shall be addressed to theCompanyat proof of loss or damage shall describe the defect in,or lien tion of any appeals therefrom,it shall have fully performed its t First Ame can way, Santa Ana,California 92707, or to the otFu or encumbrance on the title,or other matter insured against obligations with respect to that matter and shall not be liable which issu T this policy. ALTA OWNERS POLICY OR-935/ /03 (REGIONAL.EXCEPTIONS) TITLE OFFICEI JEFFREY C.PASCHAL SCHEDULE A TOTAL FEE FOR TITLE EXAMINATION AND TITLE INSURANCE$500.00 AMOUNT OF INSURANCE:.. $5,600.00 ^` BATE OF POLICY: DULY 30, 1999 AT 8:00 A.M. l: NAME OF INSURED`. THE CITY OF HUNTINGTON BEACH,A MUNICIPAL.CORPORATION. 2. THE ESTATE OR INTEREST IN THE LAND WHICH IS COVERED BY THIS POLICY IS: A FEE. 3., TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN; THE CITY OF'HUNTINGTON BEACH,A MUNICIPAL CORPORATION. 4. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: (SEE EXIIIBIT"A"ATTACHED HERETO.) PAGE I ALTA OWNERS POLICY OR_935/ /03 (REGIONAL EXCEPTIONS)' T]TLE OFFICER:=JEFFREY C.-PASCHAL SCHEDULE B EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE(AND THE COMPANY WILL NOT PAY COSTS,ATTORNEYS'FEES OR EXPENSES)WHICH ARISE'BY REASON OF: PART•ONE: I. TAXES OR ASSESSNIENTS.WHICH ARE NOT SHOWN A- EXISTING LIENSBY THE RECORDS OF ANY TAXING AUT ORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS. 2. , ANY FACTS,RIGHTS,INTEREST,OR CLAIMS WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS BUT WHICH GOULD BE ASCERTAINED BY AN INSPECTION OF SAID LAND OR BY MAKING INQUIRY OF PERSONS IN POSSESSION THEREOF. 3. - EASEMENTS,CLAWS,OF EASEMENT'OR ENCUMBRANCES WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 4.' DISCREPANCIES,CONFLICTS IN BOUNDARY LINES,SHORTAGE IN AREA, ENCROACHMENTS, OR ANY OTHER FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE,AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. 5l - UNPATENTED MINING CLAIMS;RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE I SSUANCE'THEREOF,WATER RIGHTS,CLAIMS OR TITLE TO WATER.' 6,.. ANY LIEN,OR RIGHT TO A LIEN,FOR SERVICES,LABOR OR MATERIAL THERETOFORE OR HEREAFTER FURNIS ED,IN400SED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. ' PART TWO: :1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 2604-2005, A LIEN NOT YET DUE OR PAYABLE. 2. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 2003-2004, NOW A LIEN NOT YET DELINQUENT. FIRST'INSTALLIVIEN't S354.80. SECOND INSTALLMENT: $354.80 CODE AREA: 04-001. k P.NO.: 111-150-25,, 3. THE LIEN OF DEFAULTED REAL PROPERTY TAXES FOR THE FISCAL YEAR 1999-2000 AND SUBSEQUENT DELINQUENCIES. AMOUNT TO REDEEM $3,111.30 UNTIL,NOVEMBER 30, 2003, CODE AREA 04001; A. P,NO. I I1=150-25. 4.� THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH SECTION 75-OF THE CALIFORNIA REVENUE AND TAXATION.CODE. NOTE: XL-THOUGH THE ABOVE SUPPLEMENTAL TAXES MAY BE A LIEN, TF E INSTALLMENTS THEREOF ARE NOT YET DUE OR PAYABLE. 5. AN EASEMENT AS SHOWN ON THE MAP OF SAID TRACT. FOR: IRRIGATION PURPOSES,POLE LINES AND INCIDENTAL PURPOSES. OVER. THE REAR 4 FEET OF THE LAND. PAGE ALTA OWNERS PiOLICY - OR-9351183 (REGioNAL EXCEPTIONS) TITLE OFFICER:-JEPFREY C.PASCHAL 6. COVENANTS, CONDITIONS AND RESTRICTIONS IN AN INSTRUMENT RECO ED IN BOOK 152, PAGE 319 OF OFFICIAL, DEEDS, BUT DELETING ANY COVENANT, CONDITIO OR RESTRICTION INDICATING'A PREFERENCE, LIMITATION OR DISCRIMINATION BASED ON RACE, COLOR, RELIGION,. SEX,. MARITAL STATUS, ANCESTRY, DISABILITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN TO THE EXTENT SUCH COVENANTS, CONDITIONS OR RESTRICTIONS VIOL TE TITLE.42 U.S.C. §3604(c)OR CALIFORNIA GOVERNMENT CODE § 12955. PAGE4 ALTA OWNERS POLICY OR-9351183 (REGIONAL EXCEPTIONS) TITLE OFFICER:-JEFFREY C. PASCHAL EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY Of ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: LOT 22 IN BLOCK B OF GARFIELD STREET ADDITION TO HUNTINGTON BEACH, AS SHOWN ON A MAP RECORDED IN BOOK 7, PAGES 27 AND 28 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING 115 INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBONS IN, UNDE1 OR THAT MAY BE PRODUCED AND SAVED FROM THE ABOVE DESCRIBED LAND, AS RESERVED IN DEED RECORDED JANUARY 17, 1962 IN BOOK 5978,PAGE 978 OF OFFICIAL RECORDS. WARNING "THE MAP ATTACHED HERETO MAY OR MAY NOT BE A SURVEY OF THE LAND DEPICTED THEREON. YOU SHOULD NOT RELY UPON IT FOR AN PURPOSE OTHER THAN ORIENTATION TO THE GENERAL LOCATION O THE PARCEL OR PARCELS DEPICTED. FIRST AMERICAN EXPRESSLY DISCLAIMS ANY LIABILITY FOR ALLEGED LOSS OR DAMAGE WHICH MAY RESULT FROM RELIANCE UPON THIS MAP": DM ?AGES f ALTA OWNERS POLICY OR-935/703 (REGIONAL FXcEfti6N§) TITLE OFFICE -JEFFREY C.PASCHAL PRIVACY POLICY WE ARE COMMITTED TO SAFEGUARDING CUSTOMER INFORMATIO IN ORDER TO BETTER SOWL'YOUR NEEDS NOW AND IN THE FUTURE, WE MAY ASK YOU TO PROVIDE US WITH CERTAIN INFORMATION. WE UNDERSTAND THAT YOU MAY BE CONCERNED ABOUT WHAT WE WILL DO WI H SUCH INFORMATION- PARTICULARLY ANY PERSONAL OR FINANCIAL INFORMATION. WE AGREE THAT YOU HAVE A RIGHT 'O KNOW HOW WE WILL UTILIZE THE PERSONAL INFORMATION YOU PROVIDE TO US. THEREFORE', TOGETHER WITH OUR VARENT COMPANY, THE' TIRST AMERICAN CORPORATION, WE HAVE ADOPTED THIS PRIVACY POLICY TO GOVERN THE USE A D HANDLING OF YOUR PERSONAL INFORMATION. APPtiICABILITY TI-11S PRIVACY POLICY GOVERNS OUR USE TO THE'INFORMATION WHICH YOU PROVIDE TO US IT OES NOT GOVERN THE' MANNER.IN WHICH WE MAY USE INFORMATION WE HAVE OBTAINED FROM ANY OTHER SOURCE; UCH AS INFORMATION OBTAINED FROM A PUBLIC RECORD OR FROM ANOTHER PERSON OR ENTITY. FIRST AMERICAN HAS ALSO ADOPTED BROADER GUIDELINES THAT GOVERN OUR USE OF PERSONAL INFORMATION REGARDLESS OF ITS SOURCE. I IRST AMERICAN CALLS, THESE, 'GUIDELINES 'ITS FAIR INFORMATION VALUES, A COPY OF W141CH CAN BE FOUND. N OUR WEBSITE AT W W W.FIRSTAM:COM. TYPES OF INFORMATION DEPENDING UPON WHICH OF OUR SERVICES YOU ARE UTILIZING,THE TYPES OF NONPUBLIC PERSON NIL INFORMATION THAT WE MAY COLLECT INCLUDE: INFORMATION WE RECEIVED.FROM YOU ON APPLICATIONS,TORMS AND'IN OTHER COMMUNICA ri6NsTO US,WHETHER i IN WRITING,IN PERSON,BY TELEPHONE OR ANY OTHER MEANS; IN ABOUT YOUR TRANSACTIONS WITH US,OUR AFFILIATED COMPANIES,OR OTHERS AND INFORMATION WE RECEIVE FROM A CONSUMER REPORTING AGENCY. • USE OF INFORMATION WE REQUEST INFORf ATION FROM YOU FOR OUR OWN LEGITIMATE BUSINESS PURPOSES AND NOT FC R THE BENEFIT OF ANY NONAFFILIATED PARTY. THEREFORE,WE WILL NOT RELEASE YOUR INFORMATION TO NONAFFILIAT ED PARTIES EXCEPT: (1) AS NECESSARY FOR US TO PROVIDE THE PRODUCT•OR SERVICE YOU HAVE REQUESTED OF US;OR(2) S PERMITTED BY LAW. WE'MAY;-HOWEVER, STORE SUCH INFORMATION INDEFINITELY, INCLUDING THE PERIOD AFTER WHICH ANY CUSTOMER RELATIONSHIP HAS CEASED., SUCH INFORMATION'MAY BE USED FOR ANY INTERNAL PURPOSE,SUCF AS QUALITY,CONTROL EFFORTS OR CUSTOMER ANALYSIS. WE MAY ALSO PROVIDE ALL OF THE TYPES OF NONPUBLIC PERSONAL INFORMATION LISTED ABOVE TO ONE OR MORE OF OUR AFFILIATED COMPANIES. SUCH AFFILIATED COMPANII S INCLUDE FINANCIAL SERVICE PROVIDERS, SUCH AS TITLE INSURERS, PROPERTY AND CASUALTY INSURERS, AND TR JST AND INVESTMENT ADVISORY COMPANIES, OR COMPANIES INVOLVED IN REAL ESTATE SERVICES, SUCH AS APPRAISAL COMPANIES, HOME WARRANTY COMPANIES, AND ESCROW COMPANIES. FURTHERMORE; WE MAY ALSO PROVIDE ALL THE INFORMATION WE COLLECT, AS DESCRIBED ABOVE, TO COMPANIES THAT PERFORM MARKETING SERVICES ON OUR F EHALF, ON BEHALF OF OUR AFFILIATED COMPANIES, OR TO OTHER FINANCIAL INSTITUTIONS WITH WHOM WE OR OUR A FFILIATED COMPANIES HAVE JOINT MARKETING AGREEMENTS. FORMER CUSTOMERS EVEN IF YOU ARE NO LONGER OUR CUSTOMER,OUR PRIVACY POLICY WILL CONTINUE TO APPLY TO Y JU. CONFIDENTIALITY AND SECURITY WE. WILL USE OUR BEST EFFORTS TO ENSURE THAT NO UNAUTHORIZED PARTIES' HAVE ACC SS TO ANY OF YOUR INFORMATION. WE'RESTRICT ACCESS TO NONPUBLIC PERSONAL INFORMATION ABOUT YOU TO THOSE INDIVIDUALS AND ENTITIES WHO NEED TO KNOW THAT INFORMATION TO PROVIDE PRODUCTS OR SERVICES TO YOU. - E WILL USE OUR BEST EFFORTS TO TRAIN AND OVERSEE OUR EMPLOYEES AND AGENTS TO ENSURE THAT YOUR INFORMATION WILL BE HANDLED RESPONSIBLY AND IN ACCORDANCE WITH THIS PRIVACY POLICY AND FIRST AMERICAN'S FAIR INFORMATION VALUES. WE CURRENTLY MAINTAIN PHYSICAL, ELECTRONIC„ AND PROCEDURAL SAFEGUARDS THAT CO PLY WITH FEDERAL REGULATIONS TO GUARD YOUR NONPUBLIC PERSONAL INFORMATION. PAGE Y(, cry S��a Gc�i Form No. 1402,92 \ (10/17/92) ALTA Owner's Policy / POLICY OF TITLE INSURANCE lIs may . ISSUED BY ' First American Title Insurance Cv pany x SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAII JED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COM ANY, a California corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A,again t lass or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the ins red by reason of: 1. Title to the estate or interest described in Schedule A being vested other than a stated therein; �. 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; i x 4. Lack of a right of access to and from the land. z ' � Hwy �►�:; The Company will also pay the costs, attorneys'fees.and expenses incurred in defense of the ti e, as insured, but only to the extent provided in the Conditions and Stipulations. ;. First American Title Insurance Company BY PRESIDENT ` `VV i ATTEST �A SECRETARY xa ej1Po c� �K r i�'r � ��17 -:..::. ........_ o First American Title Insitrance Company ................. . ......... ........... ly POLrut au TITLE�a- � .7 INSURANCE :� i, $EViMBER24 - d 196E s Irk CAL F CT�. t EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs,attorneys'fees or expenses which arise by reason of: 1. (a)Any law,ordinance or governmental regulation(including but not limited to building and zoning laws,ordinances,or regulations)restricting,regulating,prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii)the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land-is or was a part; or(iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental police power not excluded by(a)above,except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Pollcy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b)not known to the Company,not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy; or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws,that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii)the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment ar lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. by this policy which constitutes the basis of loss or damage for any loss or damage caused thereby. and shall state,to the extent possible,the basis of calculating (b) In the event of any litigation,including litigation by The following terms when used in this policy mean: the amount of the loss or damage. If the Company is the Company or with the Company's consent,the Company (a) "insured":the insured named in Schedule A,and, prejudiced by the failure of the insured claimant to provide the shall have no liability for loss or damage until there has been subject to any rights or defenses the Company would have required proof of loss or damage,the Company's obligations a final determination by a court of competent jurisdiction, had against the named insured,those who succeed to the to the insured under the policy shall terminate,including any and disposition of all appeals therefrom,adverse to the title interest of the named insured by operation of law as liability or obligation to defend, prosecute, or continue any as insured. distinguished tram purchase including, but not limited to, Migation,with regard to the matter or matters requiring such (c) The Company shall not be liable for loss or heirs,distributers,devisees,survivors,personal representa- proof of lass or damage. damage to any insured for liability voluntarily assumed by the tives, next of kin, or corporate or fiduciary successors. In addition, the insured claimant may reasonably be P Y insured in settling any claim or suit without the prior written (b) "insured claimant":an insured claiming loss or required to submit to examination under oath by any consent of the Company. damage. authorized representative of the Company and shall produce (c) "knowledge"or"known actual knowledge, not for examination,inspection and copying,at such reasonable 10 times and places as may be designated by any authorized . REDUCTION OF INSURANCE; REDUCTION OR constructive knowledge or notice which may be imputed to representative of the Company, all records, books, ledgers, TERMINATION OF LIABILITY an insured by reason of the public records as defined in this checks,correspondence and memoranda,whether bearing a policy or any other records which impart constructive notice date before or after Date of Policy,which reasonably pertain All payments under this policy,except payments made of matters affecting the land. to the loss or damage.Further,if requested by any authorized for costs, attorneys' fees and expenses, shall reduce the (d) "land": the land described or referred to in representative of the Company, the insured claimant shall amount of the insurance pro Canto. Schedule(A),and improvements affixed thereto which by law grant its permission, in writing, for any authorized rep- 11. LIABILITY NONCUMULATIVE. constitute real property.The term"land"does not include any resentative of the Company to examine,inspect and copy afl property beyond the lines of the area described or referred records,books,ledgers,checks,correspondence and mem- It is expressly understood that the Amount of In- to in Schedule (A), nor any right, title, interest, estate or oranda in the custody or control of a third party, which surance under this policy shall be reduced by any amount the easement in abutting streets,roads,avenues,alleys,lanes, reasonably pertain to the loss or damage. All information Company may pay under any policy insuring a mortgage to ways or waterways,but nothing herein shall modify or limit designated as confidential by the insured claimant provided which exception is taken in Schedule B or to which the the extent to which a right of access to and from the land is to the Company pursuant to this Section shall not be insured has agreed,assumed,or taken subject,or which is insured by this policy. disclosed to others unless,in the reasonable judgment of the hereafter executed by an insured and which is a Charge or Company,(e)_"mortgage":mortgage,deed of trust,trust deed, y,it is necessary in the administration of the claim. lien on the estate or interest described or referred to in or other security instrument. Failure of the insured claimant to submit for examination Schedule A, and the amount so paid shall be deemed a (f) "public records": under oath,produce other reasonably requested information records established under state Payment under this policy to the insured owner, statutes at Date of Policy for the purpose of imparting or grant permission to secure reasonably necessary informa tion from third parties as required in this paragraph, unless constructive notice of matters relating to real property to c a liability prohibited by law or governmental regulation,shall terminate 12. PAYMENT OF LOSS. purchasers for value and without knowledge.With respect tny y of the Company under this policy as to that claim. Section 1(a){iv) of the Exclusions From Coverage, 'public (a) No payment shall be made without producing this records"shall also incude environmental protection liens filed B OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; policy for endorsement of the payment unless the policy has in the records of the clerk of the United States district court been lost or destroyed, in which case proof of loss or for the district in which the land is located. TERMINATION OF LIABILITY destruction shall be furnished to the satisfaction of the (g) "unmarketability of the title an alleged of In case of a claim under this policy,the Company shall Company. apparent matter affecting the title to the land,not excluded yr have the following additional options: (b) When liability and the extent of loss or damage has excepted from coverage,which would entitle a purchaser of (a) To Pay or Tender Payment of the Amount of been definitely fixed in accordance with these Conditions and the estate or interest described in Schedule A to be released Insurance. Stipulations,the loss or damage shall be payable within 30 nsu . from the obligation to purchase by virtue of a contractual days thereafter. condition requiring the delivery of marketable title. To pay or tender payment of the amount of insurance under this policy together with any costs,attorneys'fees and 13. SUBROGATION UPON PAYMENT 2. CONTINUATION OF INSURANCE AFTER expenses incurred by the insured claimant, which were OR SETTLEMENT. CONVEYANCE OF TITLE. authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to (a) The Companys Right of Subrogation. The coverage of this policy shall continue in force a--,,,Day. Whenever the Company shall have settled and paid a Upon the exercise by the Company of this option, of Date of Policy in favor of an insured only so long as t r . ire under this policy,all right of subrogation shall vest in il(ty and obligations to the insured under this policy,of insured retains an estate or interest in the land,or holds a e Company unaffected by any act of the insured claimant. indebtedness secured by a purchase money mortgage given than to make the payment required,shall terminate,including The Company shall be subrogated to and be entitled to all hu n niirrhacpr from the ineiimei nr nniv en Innn ne the any liability or obligation to defend, prosecute, or continue' ri,h+�1 romaA a hirh+ha i.—A ri�it..,.,,,iH hm. nuy uy,..uw v....... .,.1 un a,W nuu ayanw n Iy N-Oun- FIVP-.y ui icop—%V uic Uiaun ti ll for cancellation.made by the insured in any transfer or conveyance of the Company had this poli y not been issued.If requested by the Company, estate or interest.This policy shall not continue in force i (b) To Pay or Otherwise Settle With Parties Other thane insured laimant shall transfer to the Company all rights favor of any purchaser from the insured of either(i)an est Insured or With the Insured Claimant. �i remedi s against any person or property necessary in or interest in the land,or(ii)an indebtedness secured b (I) to pay or otherwise settle with other parties der to p rfect this right of subrogation. The insured purchase money mortgage given to the insured. L or in the name of an insured claimant any claim insured claimants II permit the Company to sue,compromise or against under this policy,together with any costs,attorneys' settle in the ame of the insured claimant and to use the name 3. NOTICE OF CLAIM TO BE GIVEN BY fees and expenses incurred by the insured claimant which of the inst red claimant in any transaction or litigation INSURED CLAIMANT. were authorized by the Company up to the time of payment involving th se rights or remedies. and which the Company is obligated to pay; or If a p yment on account of a claim does not fully cover The insured shall notify the Company promptly in (il) to pay or otherwise settle with the insured the loss of the insured claimant, the Company shall be writing(i)in case of any litigation as set forth in Section 4(a) claimant the loss or damage provided for under this policy, subrogated to these rights and remedies in the proportion below, (ii) in case knowledge shall come to an insured together with any casts, attorneys' fees and expenses which the ompany's payment bears to the whole amount hereunder of any claim of title or interest which is adverse to incurred by the insured claimant which were authorized by the of the loss. the title to the estate or interest,as insured,and which might Company up to the time of payment and which the Company If to should result from any act of the insured cause loss or damage for which the Company may be liable Js obligated to pay. claimant,a stated above,that act shall not void this policy, by virtue of this policy,or(iii)if title to the estate or interest, Upon the exercise by the Company of either of the but the Co pany,in that event,shall be required to pay only as insured,is rejected as unmarketable.If prompt notice shall options provided for in paragraphs (b)(i) or (ii), the Com- that part of any losses insured against by this policy which not be given to the Company,then as to the insured all liability pany's obligations to the insured under this policy for ithe shall excee I the amount, if any, lost to the Company by of the Company shall terminate with regard to the matter or claimed loss or damage,other than the payments required to reason of I ie impairment by the insured claimant of the matters for which prompt notice is required; provided, be made,shall terminate,including any liability or obligation Company's right of subrogation, however,that failure to notify the Company shall in no case to defend, prosecute or continue any litigation. (b) I he Company's Rights Against non-insured prejudice the rights at any insured under this policy unless Obligors. the Company shall be prejudiced by the failure and then only 7. DETERMINATION, EXTENT OF LIABILITY The vmpany's right of subrogation against non- to the extent of the prejudice. AND COINSURANCE. insured ob igors shall exist and shall include, without 4. DEFENSE AND PROSECUTION OF ACTIONS; This policy is a contract of indemnity against actual limitation,t e rights of the insured to indemnities,guaranties, DUTY OF INSURED CLAIMANT TO COOPERATE. monetary loss or damage sustained or incurred by the other polici s of insurance or bonds, notwithstanding any insured claimant who has suffered loss or damage by reason terms or c nditions contained in those instruments which (a) Upon written request by the insured and subject to of matters insured against by this policy and only to the extent provide for subrogation rights by reason of this policy. the options contained in Section 6 of these Conditions and herein described. 14. ARBI rRATiON. Stipulations, the Company, at its own cost and without (a) The liability of the Company under this policy shall unreasonable delay, shall provide for the defense of an not exceed the least of: Unle s prohibited by applicable law,either the Com- insured in litigation in which any third party asserts a claim (i) the Amount of Insurance stated in Schedule A; pany or the insured may demand arbitration pursuant to the adverse to the title or interest as insured,but only as to those or Title Insura ice Arbitration Rules of the American Arbitration stated causes of action alleging a defect, lien or en- (ii) the difference between the value of the insured Associativ Arbitrable matters may include, but are not cumbrance or other matter insured against by this policy.The estate or interest as insured and the value of the insured estate limited to, ny controversy or claim between the Company Company shall have the right to select counsel of its choice or interest subject to the defect,lien or encumbrance insured and the ins ired arising out of or relating to this policy,any (subject to the right of the insured to object for reasonable against by this policy. service of I le Company in connection with its issuance or cause)to represent the insured as to those stated causes of (b) In the event the Amount of Insurance stated in the breach of a policy provision or other obligation. All action and shall not be liable for and will not pay the fees of Schedule A at the Date of Policy is less than SO percent of arbitrable afters when the Amount of Insurance is any other counsel.The Company will not pay any fees,costs the value of the insured estate or interest or the full $1,000,00 or less shall be arbitrated at the option of either or expenses incurred by the insured in the defense of those consideration paid for the land, whichever is less, or if the Compai y or the insured.All arbitrable matters when the causes of action which allege matters not insured against by subsequent to the Date of Policy an improvement is erected Amount of Insurance is in excess of$1,000,000 shall be this policy, on the land which increases the value of the insured estate arbitrated o ily when agreed to by both the Company and the (b) The Company shall have the right,at its own cost, or interest by at least 20 percent over the Amount of insured. Ar itration pursuant to this policy and under the to institute and prosecute any action or proceeding or to do Insurance stated in Schedule A,then this Policy is subject to Rules in effi ct on the date the demand for arbitration is made any other act which in its opinion may be necessary or the following: or,at the ol lion of the insured,the Rules in effect at Date of desirable to establish the title to the estate or interest, as (i) where no subsequent improvement has been Policy shal be binding upon the parties. The award may insured, or to prevent or reduce loss or damage to the made,as to any partial loss,the Company shall only pay the include aft neys'fees only if the jaws of the state in which insured.The Company may take any appropriate action under loss pro rata in the proportion that the Amount of Insurance the land is I cated permit a court to award attorneys'fees to the terms of this policy, whether or not it shall be liable at Date of Policy bears to the total value of the insured estate a prevailing party.Judgment upon the award rendered by the hereunder, and shall not thereby concede liability or waive or interest at Date of Policy; or (ii) where a subsequent Arbitrators may be entered in any court having jurisdiction any provision of this policy.If the Company shall exercise its improvement has been made, as to any partial loss, the thereof. rights under this paragraph,it shall do so diligently. Company shall only pay the loss pro rats in the proportion that The I aw of the situs of the land shall apply to an (c) Whenever the Company shall have brought an 120 percent of the Amount of Insurance stated in Schedule arbitration t rider the Title Insurance Arbitration Rules, action or interposed a defense as required or permitted by the A bears to the sum of the Amount of Insurance stated in A c y of the Rules may be obtained from the provisions of this policy, the Company may pursue any Schedule A and the amount expended for the improvement. Company L 3on request. litigation to final determination by a court of competent The provisions of this paragraph shall not apply to jurisdiction and expressly reserves the right, in its sole costs,attorneys'fees and expenses for which the Company 15. LIAB LITY LIMITED TO THIS POLICY; discretion,to appeal from any adverse judgment or order. is liable under this policy,and shall only apply to that portion POLI Y ENTIRE CONTRACT. (d) In all cases where this policy permits or requires of any loss which exceeds, in the aggregate, 10 percent of the Company to prosecute or provide for the defense of any the Amount of Insurance stated in Schedule A. (a) I i is policy together with all endorsements,if any, action or proceeding, the insured shall secure to the (c) The Company will pay only those costs,attorneys' attached h reto by the Company is the entire policy and Company the right to so prosecute or provide defense in the fees and expenses incurred in accordance with Section 4 of contract be ween the insured and the Company.In interpret- action or proceeding,and all appeals therein,and permit the these Conditions and Stipulations. ing any pro ision of this policy,this policy shall be construed Company to use,at its option,the name of the insured forthis as a whole purpose.Whenever requested by the Company,the insured, 8. , APPORTIONMENT. (b) ny claim of loss or damage, whether or not at the Company's expense, shall give the Company all based on n gligence,and which arises out of the status of reasonable aid (i) in any action or proceeding, securing If the land described in Schedule(A)(C)consists of two the title to a estate or interest covered hereby or by any evidence,obtaining witnesses,prosecuting or defending the or mare parcels which are not used as a single site,and a loss action asse ting such claim,shall be restricted to this policy. action or proceeding,or effecting settlement,and(ii)in any is established affecting one or more of the parcels but not all, (0) P o amendment of or endorsement to this policy other lawful act which in the opinion of the Company may be the loss shall be computed and settled on a pro rata basis as can be mad except by a writing endorsed hereon or attached necessary or desirable to establish the title to the estate or if the Amount of Insurance under this policy was divided pro hereto sign d by either the President,a Vice President,the interest as insured.If the Company is prejudiced by the failure rata as to the value on Date of Policy of each separate parcel Secretary, n Assistant Secretary, or validating officer or of the insured to furnish the required cooperation, the to the whale, exclusive of any improvements made sub- authorized ignatory of the Company. Company's obligations to the insured under the policy shall sequent to Date of Policy, unless a liability or value has terminate, including any liability or obligation to defend, otherwise been agreed upon as to each parcel by the 16. SEVE RABILITY prosecute,or continue any litigation,with regard to the matter Company and the insured at the time of the issuance of this or matters requiring such cooperation. policy and shown by an express statement or by an In thE event any provision of the policy is held invalid endorsement attached to this policy. or unenforc Dable under applicable law, the policy shall be 5. PROOF OF LOSS OR DAMAGE. deemed no to include that provision and all other provisions 9. LIMITATION OF LIABILITY shall remaii in full force and effect. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been (a) If the Company establishes the title,or removes the 17. NOTI ES,WHERE SENT. provided the Company,a proof of loss or damage signed and alleged defect, lien or encumbrance, or cures the lack of a sworn to by the insured claimant shall be furnished to the right of access to or from the land, or cures the claim of Alt Mka required to be given the Company and any statement Company within 90 days after the insured claimant shall unmarketability of title,all as insured,in a reasonably diligent in writing ra uired to be furnished the Company shall include the ascertain the facts giving rise to the loss or damage. The manner by any method,including litigation and the comple- number of th 9 policy and shall be addressed to the Company at proof of loss or damage shall describe the defect in,or lien tion of any appeals therefrom,it shall have fully performed its t First Ameri=way, Santa Ana,Calbmia 92707, or to the office or encumbrance an the title,or other matter insured against obligations with respect to that matter and shall not be liable which issued this porky. ALTA OWNERS POLICY OR-935778'3 (REGIONAL EXCEPTIONS) TITLE OVFICER JEFFREY C.PAS'CHAL SCHEDULE A TOTAL FEE FOR TITLE EXAMINATION AND TITLE INSURANCE$500.00 AMOUNTOF'INSURANCE:. $5,600.00 pnTE of POLICY: DULY 30, 1090 AT 8;00 A.M. L,, NAME OF INSURED: THE CITY OF HUNTINGTON BEACH,A MUNICIPAL CORPORATION. 1. i THE-E§TA"fE OR INTEREST IN THE LAND WHICH IS COVERED BY THIS POLICY IS: A FEE: 3: •TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN:. THE CITY OF HUNTINGTON BEACH,A MUNICIPAL CORPORATION: ' '4. THE LAND REFERRED TO'IN THIS POLICY IS DESCRIBED AS FOLLOWS: (SEE EXHIBIT"A"ATTACHED HERETO.) PAGE M N ALTA OWNERS POLICY OR-9357783 (REGIONAL EXCEPTIONS) TITLE OFFICE :-JEFFREY C.PASCHAL SCHEDULE B EXCEPTIONS FROM COVERAGE THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE(AND THE COMPANY WILL NOT PAY COSTS,ATTORNEYS'FEES OR EXPENSES)WHICH ARISE BY REASON OF: PART ONE: I. TAXES OR ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING ALIT ORI"I'Y THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY TI IE PUBLIC RECORDS. 2. ANY FACTS,RIGHTS,INTEREST,OR CLAIMS WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS BUT WHICH OULD BE ASCERTAINED BY AN INSPECTION OF SAID LAND OR BY MAKING INQUIRY OF PERSONS IN POSSESSION THEREOF. 3. EASEMENTS;CLAIMS OF EASEMENT OR ENCUMBRANCES WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS. 4. DISCREPANCIES,CONFLICTS IN BOUNDARY LINES, SHORTAGE IN AREA, ENCROACHMEN"CS, OR ANY OTHE FACTS WHICH A CORRECT SURVEY WOULD DISCLOSE,AND WHICH ARE NOT SHOWN BY PUBLIC RECORDS. 5. UNPATENTED MINING CLAIMS;RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE SSUANCE THEREOF;WATER RIGHTS,CLAIMS OR TITLE TO WATER: 6.' . ANY LIEN,OR RIGHT TO A LIEN,FOR SERVICES,LABOR OR MATERIAL THERETOFORE OR HEREAFTER FURNI ED,IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. PART TWO: 1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 2004-2005, A LIEN NOT YET DUE OR PAYABLE. 2. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 2003-2004, NOVA LIEN NOT YET DELINQUENT. FIRST INSTALLMENT: $354.80. SECOND INSTALLMENT: $354.80. CODE AREA: 04-001. ' A.P.NO.: ' 111-150-25. 3. THE LIEN OF DEFAULTED REAL PROPERTY TAXES FOR THE FISCAL YEAR 1999=2000 AND SUBSEQUENT DELINQUENCIES. AMOUNT TO REDEEM $3,111.30 UNTIL NOVEM 3Ek 30, 2003, CODE AREA 04001.; A. P.NO. 111-150-25. 4. THE LIEN OF SUPPLEMENTAL TAXES,ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING i 'WITH SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE. NOTE: ALTHOUGH THE ABOVE SUPPLEMENTAL TAXES MAY BE A LIEN, T JE INSTALLMENTS THEREOF ARE NOT YET DUE OR PAYABLE. 5. AN EASEMENT AS SHOWN ON THE MAP OF SAID TRACT. FOR: IRRIGATION PURPOSES,POLE LINES AND INCIDENTAL PURPOSES. OVER: THE REAR 4'FEET OF THE LAND. PAGE ' i - ALTA OWNERS Pouf Y �R=9357783 (REGIONAL EXCEPTIONS) _ TITLE OFFICER:-JEFFRFY C.PASCHAL 6... COVENANTS,`CONDITIONS AND RESTRICTIONS IN AN INSTRUMENT REC OR DED IN BOOK 152, PAGE 319 OF OFFICIAL DEEDS, BUT DELETING ANY COVENANT, CONDITION OR RESTRICTION INDICATING A PREFERENCE, LIMITATION OR DISCRIMINATION BASED ON RACE, OLOR, RELIGION, `SEX, MARITAL STATUS, ANCESTRY, DISABILITY, HANDICAP, FAMILIAL STATt S, OR NATIONAL ORIGIN TO THE EXTENT SUCH COVENANTS, CONDITIONS OR RESTRICTIONS VIOLA TE TITLE 42 U.S.C. §MW(c)OR CALIFORNIA GOVERNMENT CODE § '12955. PAGF,4 AlTA OWNERS POLICY OR-9357783 (REGIONAL EXCEPTIONS) TITLE OFFICER -JEFFREY C. PASCHAL PRIVACY POLICY WE ARE COMMITTED TO SAFEGUARDING CUSTOMER INFORMATIO IN ORDER TO BETTER SERVE YOUR NEEDS NOW AND IN THE FUTURE, WE MAY ASK YOU TO PROVIDE US WITH CERTAIN INFORMATION. WE UNDERSTAND THAT YOU MAY BE CONCERNED ABOUT WHAT WE WILL DO WIT II SUCH INFORMATION- PARTICULARLY ANY PERSONAL OR FINANCIAL INFORMATION. WE AGREE THAT YOU HAVE A RIGHT T KNOW HOW WE WILL UTILIZE THE PERSONAL INFORMATION YOU PROVIDE TO US. THEREFORE, TOGETHER WITH OUR P RENT COMPANY, THE FIRST AMERICAN CORPORATION, WE HAVE ADOPTED THIS PRIVACY POLICY TO GOVERN THE USE AND HANDLING OF YOUR PERSONAL INFORMATION. APPLICABILITY THIS PRIVACY POLICY GOVERNS OUR USE TO THE INFORMATION WHICH YOU PROVIDE TO US. IT. OES NOT GOVERN THE MANNER IN WHICH WE MAY USE INFORMATION WE HAVE OBTAINED FROM ANY OTHER SOURCE, UCH AS INFORMATION OBTAINED FROM A PUBLIC RECORD OR FROM ANOTHER PERSON OR ENTITY. FIRST AMERICAN HAS AL SO ADOPTED BROADER GUIDELINES THAT GOVERN OUR USE OF PERSONAL INFORMATION REGARDLESS OF ITS SOURCE. F RST AMERICAN CALLS THESE GUIDELINES ITS I'A/R /NFORMAT/ON VALUES, A COPY OF WHICH CAN BE FOUND N OUR WEBSITE AT WWW.FIRSTAM:COM. TYPES OF INFORMATION DEPENDING UPON WHICH OF OUR SERVICES YOU ARE UTILIZING,THE TYPES OF NONPUBLIC PERSON xL INFORMATION THAT WE MAY COLLECT INCLUDE: • INFORMATION WE RECEIVED FROM YOU ON APPLICATIONS,FORMS AND IN OTHER COMMUNICA FIONS TO US,WHETHER IN'WRITING,IN PERSON,BY TELEPHONE OR ANY OTHER MEANS; I INFORMATION ABOUT YOUR TRANSACTIONS WITH US,OUR AFFILIATED COMPANIES,OR OTHERS AND INFORMATION WE RECEIVE FROM A CONSUMER REPORTING AGENCY. USE OF INFORMATION WE REQUEST INFORMATION FROM YOU FOR OUR OWN LEGITIMATE BUSINESS PURPOSES AND NOT F R THE BENEFIT OF ANY NONAFFILIATED PARTY. THEREFORE,WE WILL NOT RELEASE YOUR INFORMATION TO NONAFFILIAJ ED PARTIES EXCEPT: (1) 1 AS NECESSARY FOR US TO PROVIDE THE PRODUCT OR SERVICE YOU HAVE REQUESTED OF US;OR(2) S PERMITTED BY LAW. WE MAY, HOWEVER, STORE SUCH INFORMATION INDEFINITELY, INCLUDING THE PERIOD AFTER WHICH ANY CUSTOMER i RELATIONSHIP HAS CEASED. SUCH INFORMATION MAY BE USED FOR ANY INTERNAL PURPOSE,SUCI I AS QUALITY CONTROL EFFORTS OR CUSTOMER ANALYSIS. WE MAY ALSO PROVIDE ALL OF THE TYPES OF NONPUBLIC PERSONAL INFORMATION LISTED ABOVE TO ONE OR MORE OF OUR AFFILIATLD COMPANIES. SUCH AFFILIATED COMPANI ?S INCLUDE FINANCIAL SERVICE PROVIDERS, SUCH AS TITLE INSURERS, PROPERTY AND CASUALTY INSURERS, AND TRUST AND INVESTMENT ADVISORY COMPANIES, OR COMPANIES INVOLVED IN REAL ESTATE SERVICES, SUCH AS APPRAISAL COMPANIES; HOME ' WARRANTY COMPANIES, AND ESCROW COMPANIES. FURTHERMORE, WE MAY ALSO PROVIDE ALL THE INFORMATION WE COLLECT, AS DESCRIBED ABOVE, TO COMPANIES THAT PERFORM MARKETING SERVICES ON OUR EEHALF, ON BEHALF OF OUR AFFILIATED COMPANIES, OR TO OTHER FINANCIAL INSTITUTIONS WITH WHOM WE OR OUR AFFILIATED COMPANIES HAVE JOINT MARKETING AGREEMENTS. i FORMER CUSTOMERS i ? EVEN IF YOU ARE NO LONGER OUR CUSTOMER,OUR PRIVACY POLICY WILL CONTINUE TO APPLY TO OU. i CONFIDENTIALITY AND SECURITY WE WILL USE OUR BEST EFFORTS TO ENSURE THAT NO UNAUTHORIZED PARTIES HAVE ACCESS TO ANY OF YOUR i INFORMATION. WE RESTRICT ACCESS "I'O NONPUBLIC PERSONAL INFORMATION ABOUT-YOU TOT DOSE INDIVIDUALS AND ENTITIES WHO NEED TO KNOW THAT INFORMATION TO PROVIDE PRODUCTS OR SERVICES TO YOU. WE WILL USE OUR BEST i EFFORTS TO TRAIN AND OVERSEE OUR EMPLOYEES AND AGENTS TO ENSURE THAT YOUR INFORMA 'ION WILL BE HANDLED RESPONSIBLY AND IN ACCORDANCE WITH THIS PRIVACY POLICY AND FIRST AMERICAN'S FAIR IN 'ORMAT/ON VALUES. WE CURRENTLY MAINTAIN PHYSICAL, ELECTRONIC, AND PROCEDURAL SAFEGUARDS THAT C MPLY WITH FEDERAL REGULATIONS TO GUARD YOUR NONPUBLIC PERSONAL INFORMATION. I i i PAGE I CITY OF NUAITINGTON BEACH INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH I u 1. � a I I � cl cAsc /. D6u vY c al c�t,tvc, WK--ic-cep-) 'SPCcckt- Goot')SZL� j CA _s oFficT--7 lit-1 so-- 3,C_ r"N_c_kk_%f7o :�IbWC13 " vf A-trA CIA cc cp t\cA 0 ApK*wz —(IAE L poi co%- N 0 E, ' oov-flVC-9 OF '�'"►�-G►-i �1�� ( Vt�Q� ;, �v� I� �eJ&'+3cfJ l�A-i�._. i U ``� j� - -re" 6F Z5U P- Off-I c5E olct�ym S A Tt D I S PlNrc-%A 'V*"'. C,\C- DIE C--D-S {-up P_IE CoW A-T-,� cf-f cz� A L_&rio P Ax-E c c EvTpcoi cf_.-S ird CIA SE &v ot�.IE CA>, 01 A OF of U-2) '-7 VA c>10E OF t I-- "V- C(u I-ec T-1-A-) Fair) 's ` y1 J� r Fry 0 A}il, CA CITY OF HUNTINGTON BEAC -I �=` � 31 Inter-Department Communication To: CONNIE BROCKWAY, City Clerk From: GAIL HUTTON, City Attorney Date: March 29, 1999 Subject: Unimproved Real Property at Corner of Clay Avenue and Main Street (APN 111-150-25) Holly-Seacliff Project Twelve different people own undivided interests in this property. Nine of the twelve owners settled with the City of Huntington Beach, at the City's appraised value for their respective interests in the property. The City, on February 2"d, filed a condemnation action to acquire the interests of the three remaining owners. On March 15th, the City Council authorized the Mayor and City Clerk to sign and d attest the real estate purchase agreements of the nine owners i the attached Request for Council Action. Please also fink D agreements (arranged in alphabetical order) signed by th v � 1. Patricia H. Denslow; 2. Bayard Thomas Lindley, Jr.; / d 3. Catherine Anne Lindley; 4. Daniel Chambers Lindley; 5. Robert B. Lindley; \ 6. James C. Gardner; �Y 7. Vera M. Gardner; 8. Vernon L. Obarr; and ,��df' �' Z�"�lG 9. Jane L. Ransford. I have approved all nine agreements as to form (see pagf date and sign (on page 10) all nine agreements. ��Zj� With respect to the last agreement (the one signed by Jai the Mayor place his initials next to Ms. Ransford's initials Ransford's contract. She lost the contract we went to herd brother's (Robert B. Lindley) contract and made the nece! individual situation. All of the changes made by Ms. Ran: correct. a� Please attest all nine agreements on page1-O.—We apoloc Yam ab��►� �j95 ` ; attest line for your use. Do you have a/stamp for this puI r' Connie Brockway March 29, 1999 Page 2 Please then return all nine agreements to Mr. Robert Wheeler of this office. He is the City's Special Counsel who was hired for the purpose of acquiring all of the interests in this property. After Mr. Wheeler has received back the nine signed agreements from your office, he will open escrow at First American Title Co., in Santa Ana, and deposit these nine agreements into escrow. Your earliest attention to this matter is greatly appreciated. GAIL H TTON 'b City Attorney Attachments CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 23, 1999 First American Title Company 114 East Fifth Street Santa Ana, California 92701 Attention: Katherine Shannon 1 Escrow Pick Up No. 9952-835 Through 9952-843 ' Attached are nine Certified Copies of the Agreements for Purchase and Sale of Real Property and Escrow Instructions for the following individuals: Patricia H. Denslow; Bayard Thomas Lindley, Catherine Anne Lindley; Daniel Chambers Lindley; Robert B. Lindley; James C. Gardner; Vera M. Gardner; Vernon L. Obarr; and Jane L. Ransford. Your office will be picking up these documents for deposit into escrow per the instructions of Mr. Robert Wheeler, City's Special Counsel. Please return all the appropriate documents and title insurance at the close of escrow to the Office of the City Clerk. 46 Connie Brockway, C M C City Clerk CB:jc Enclosure Re: Nine Real Estate Purchase Agreements— Unimproved Real Property Located At The Corner.of.;Clay/Main — Holly-Seacliff Project. CC: Robert Wheeler, City's Special Counsel - With Copies Of Nine Agreements. Received by Date escropu.doc/Clay/Main9PurchaseAgrmts:j c (Telephone:714-536.5227) AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: . ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: Escrow Officer Telephone: (714) THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS• (this "Agreement") is made this (o h day of Aee em bex, 1999, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Buyer"), and STEVEN KENT ANTHONY ("Seller"). RECITALS: A. Seller is the owner of an undivided 2.5% interest in that certain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, as shown on a map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements ("Project). NOW, THEREFORE, the parties to this Agreement agree to transfer fee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with the following terms and conditions: wheeler/agree/bdanthony/10/ll/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Property. In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculations, Seller owned an undivided 2.5% interest in the Property. However it is the mutual intent of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to all interest Seller may have had or currently holds and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for the conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Five Thousand Six Hundred Dollars ($5,600.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be .deposited by Buyer into Escrow within fifteen (15) business days following the opening of Escrow. Buyer, shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (i) A fee simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway thereon, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, accessways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and 2 wheel er/agree/bdanthony/10/11/99 (ii) All improvements, structures, landscaping, paving and any appurtenances to the Property, including but not limited to any oil production facilities located on the Property. (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services, precondemnation damages, interest, attorney's fees or other litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in the Property. 1.4 Additional Funds and Documents Required from Buyer and Seller. (a) Buyer. Before 12:00 noon on the date preceding the Closing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty(20) business days following the date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds and other items and instruments as may be necessary in order for the Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon. Buyer shall immediately submit the Grant Deed, with the acceptance, to Escrow Holder pending Close of Escrow- 1.5 Closin>;Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in subsection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow,.or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically understand and agree that time is of the essence and Buyer.and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner.specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended, but only by way of a writing signed by all parties. 3 wheeler/agree/bdanthony/10/11/99 (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American Title Insurance Company ("Title Company"), with liability in the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions contained in the CLTA form policy; and (ii) Any exceptions created by or consented to in writing by Buyer, including without limitation, any exceptions arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or entry on the Property. 1.6 Conditions Precedent To Close Of Escrow.- (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part; by Buyer of each of the following conditions precedent: (1) Issuance by Title Company of the Title Policy reflecting a fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided for in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this ' Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. a i 4 wheel er/agree/bd anthony/10/I 1/99 I r' AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: J 999 To: First American Title Insurance Company ("Escrow Holder") Attention: Escrow Officer Telephone: (714) THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this �`�h day of b ee em beR., 1999, by and. between THE CITY OF HUNTINGTON BEACH, a municipal 'corporation ("Buyer"), and STEVEN KENT ANTHONY ("Seller"). RECITALS: A. Seller is the owner of an undivided 2.5% interest in that certain:unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the-"Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition.to Huntington Beach, as shown on a map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements ("Project). NOW, THEREFORE, the parties to this Agreement agree to transfer fee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with the following terms and conditions: 1 wheel er/agree/bdanthony/10/11/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Property. In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculations, Seller owned an undivided 2.5% interest in the Property. However it is the mutual intent of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to all interest Seller may have had.or currently holds and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 PaMent of Purchase Price. (a) Amount of Purchase Price. The purchase price for the conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Five Thousand Six Hundred Dollars ($5,600.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be deposited-by ' Buyer into Escrow within' fifteen (15) business days following the opening of Escrow. Buyer -shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, check from the City of Huntington Beach, or cash. (c) Interests Convect. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (i) A fee simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway thereon, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, accessways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and 2 wheeler/agree/bdanthony/10/11/99 (ii) All improvements, structures, landscaping, paving and any appurtenances to the Property, including but not limited to any oil production facilities located on the Property. (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services, precondemnation damages, interest, attorney's fees or other litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in the Property. 1.4 Additional Funds and Documents Required from Buyer _Seller. (a) Buyer. Before 12:00 noon on the date preceding the Closing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty (20)business days following the date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds and other items and instruments as may be necessary in order for the.Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon Buyer shall immediately submit the Grant Deed, with the acceptance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date;Time ofEssence` (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in subsection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically understand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended, but only by way of a writing signed by all parties. 3 wheel er/agree/bdanthony/10/11/99 i (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American Title Insurance Company ("Title Company"), with liability in the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions contained in the CLTA form policy; and (ii) Any exceptions created by or consented to in writing by Buyer, including without limitation, any exceptions arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or entry on the Property. L6 Conditions Precedent To Close Of Escrow: (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent: (i) Issuance by Title Company of the Title Policy reflecting a fee simple-title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided for in this Agreement, necessary to the Closing_ (b) Conditions to Seller's Obli�ations - The obligations'of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. 4 wheeler/agree/bdanthony/10/11/99 s • (b) General Escrow Provisions. Upon Close of Escrow, Escrow Holder shall deliver the Title Policy to Buyer and instruct.the County Recorder of Orange'County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts.of the Escrow Holder with any bank doing business in Orange County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred;-shall be the sole responsibility of Seller. " 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above; any party who then shall have fully complied with their instructions and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money,documents, instruments, or property deposited into escrow. If no party.has so complied, no demand for return of any money, documents,'instruments, or property will be recognized by Escrow Holder until five(5)business days after Escrow Holder has mailed written notice of such demand to all other parties at their respective addresses shown in these instructions,,and if any party raises any objection to such return, Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment or commissions as a result of the transfer of the property interests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose the presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the information provided 5 wheeler/agree/bdanthony/]0/11/99 in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably withheld or delayed by Buyer. 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Section 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petroleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any additive to any refined petroleum- product, as well-,as- any asbestos or asbestos containing . material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all rights and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of;Contamination (other than the levels of contamination currently known by Buyer to exist on or in the Property) potentially existing on,.in, or under the Property, including but not limited to any action under.CERCLA (42 U.S.C. §§ 9601, et seq.),, RCRA (42 U.S.C. §§ 6901 et seq.), the California Hazardous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazardous Waste Control Law (California Health-& Safety-Code-25100, et seq.), the Porter Cologne Act (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller shall disclose any and all lab results, test results and any and all other information concerning the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer,, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and a part of the disclosure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure obligation. 1.16 Buyer's Written Purchase Offer. To the extent not inconsistent herewith, the terms of Buyer's written purchase offer to Seller, dated September 29, 1999, and accepted by Seller on October 5, 1999, are incorporated herein by reference into this Agreement. 6 wheel er/agree/bdanthony/10/1 1/99 ARTICLE 1I REPRESENTATIONS AND WARRANTIES 2:1 Repayment of Purchase Price Deposit to Buffer. In the event Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Buyer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow,or in connection with the Property, the prevailing party in such action shall be entitled to and recover from-the other party, its reasonable attorney's fees and other reasonable expenses in connection with-such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and maybe given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed .at the address of such party'hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counsel, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 wheel er/agree/bdanthony/10/11/99 To Seller: M Steven Kent Anthony 41 33 Idaho Street, Apt. 7 Sa 4 Diego, CA 92104 To Escrow Holder 171�-st American Title Insurance Company 1 Y East Fifth Street (P.O. Box 267) Sai'ita Ana, CA 92702 Ati`Pntion: Escrow Officer Any notee given by ma r- nall be deemed r i ?rt = :gjW(48),hours after such notice is deposited in the United States mail,addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Lave. This Agreement shall be construed according to its fair meaning and as if prepared equally; by all 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. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction''located in Orange County, California. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall ,each be deemed to include the others wherever-and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or,failurj'e of performance by the other party hereto under the provisions of this Agreement shall impai- any,such right or power or be construed to be a waiver thereof. 'A waiver by either party her`9to of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding.breach of the same or other covenaihts, agreements, restrictions or conditions hereof 3.5 Modifications. Any alteration, clz ange or modification of or to this Agreement, in order to become effective, shall be made by w>fitten instrument or endorsement thereon and in each such instance executed on behalf of each pa_.hy hereto. i 3.6 Severability. If any term, provisie�n, condition or covenant of this Agreement or the application thereof to any party or circumsttances shall, to any extent, be held invalid or unenforceable, the remainder of this instrumen=., or the application .of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affele� '1 thereby, and provision.of this Agreement shall be valid and enforceable to;- e fu : est'zentpermrtted by _. �.^ 8 wheel er/agree/bct,anthony/10/11/99 t 3.7 Merger of Prior Agreements nd Understandings. This Agreement and,other documents incorporated herein by reference co ntain the entire understanding between the parties relating to the transaction contemplated here ,y and all prior or contemporaneous agreements, ` understandings, representations and statement ., oral or written, are merged herein and shall be of no further force or.effect. a 3.8 Covenants to Survive Escrow. :£ The covenants and agreements contained herein shall survive the Close of Escrow shall be biri'ding upon and inure to -the benefit of the parties hereto and their representatives, heirs, successors and assigns: I.R.'S. Fonn-f "W-9". agreed by Seller that closing of this escrow is subject to and contingent upon'Seller executing an Internal Revenue`Service Form W-911 and 1099-5 Form, and depositing same with Escrow Holder no later than one (1) day prior to the'Close of Escrow. ' d 3.10 Notice of Tax Withholding Requirements. It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign , Status" and California Form 590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590,iSeller shall provide written instructions to Buyer. f REST OF Pf±,GE NOT USED s; c J Y r' 9 wheel er/agree/h j1anthony/10/11/99 3.11 Counterparts. This Agreeme nt and any modifications, amendments, or supplements thereto may be executed in cou ;nterparts and shall be valid and binding as if the signatures of all of the parties were on one do 'ument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instruct ions as of the date first above written. "SELLER" Jr ~ Dated: —L� EVEN KENT r I "BUYER" i '. CITY OF HUNTINGTON BEACH, Dated: $ By: Ma By- City Cler;, APR VED AS TO`yFOF.M:. 1 .7 Robert J. Whe , Special Counsel t Office of City Attorney 1 City of Huntington Beach � I t I I � I Y I f 1 r-, r 10 wheeler/agree/bdanthony/10/11/99 - - AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW,INSTRUCTIONS Escrow No. I Date of Opening I'of Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: Escrow Officer Telephone: (714) . THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ''hh ESCROW INSTRUCTIONS (this "Agreement") is made this 6 'day iof bztemh-e_ , 1999, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Buyer"), and BARBARA DIANE ANTHONY ("Seller"). RECITALS: A. Seller is the owner of- an undivided 2.5% interest in that certain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of . California (the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, as shown on a map recorded in Book 7, Pages 27 and 26 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements ("Project). NOW, THEREFORE, the parties to this Agreement agree to transfer fee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with the following terms and conditions: 1 wheel er/agree/bdanihony/l 0/04/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Property. In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculations, Seller owned an undivided 2.5% interest in the Property. However it is the mutual intent of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to all interest Seller may have had or currently holds and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrowj') with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for the conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Five Thousand Six Hundred Dollars (55,600.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be deposited by Buyer into Escrow within fifteen (15) business days following the opening of Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (1) A fee 'simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway thereon, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, accessways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and i 2 wheel er/agree/bdanthony/10/04/99 (ii) All improvements, structures, landscaping, paving and any appurtenances to the Property, including but not limited to any.oil production facilities located on the Property. (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services, precondemnation damages, interest, attorney's fees or other litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in the Property. 1.4 Additional Funds and Documents Required from Buyer and Seller. (a) Buyer. Before 12:00 noon on the date preceding the Closing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty (20) business days following the date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant I Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with I such funds and other items and instruments as may be necessary in order for the Escrow Holder j to comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, � whereupon Buyer shall immediately submit the Grant Deed, with the acceptance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date: Time of Essence. (a) Closing Date. Unless otherwise. terminated by Buyerl as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close 1 of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, i California, the Title Company has issued the Title Policy provided for in subsection (c).below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically under stand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended, but only by way of a writing signed by all parties. i 3 wheel er/agree/bd an thon y/10/04/99 (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in .the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued 1by First American Title Insurance Company ("Title Company"), with liability in the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions contained in the CLTA form policy; and (ii) Any exceptions created by or consented to in w I'tin-by Buyer, including without limitation, any exceptions arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or entry on the Property. 1.6 Conditions Precedent To Close Of Escrow. , I (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or iln part, by Buyer of each of the following conditions precedent: (i) Issuance by Title Company of the Title Policy reflecting a fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided for in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. 4 I wheel er/agree/bdanthony/10/04/99 f (b) General Escrow Provisions. Upon Close of Escrow, Escrow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in, Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's. Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed,and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully complied with their instructions and.met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money, documents, instruments, or property deposited into escrow. If no party has so complied, no demand for..return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5) business days after Escrow Holder has mailed written notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party raises any objection to such return, Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction'of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment or commissions as a result of the transfer of the property interests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose the presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and ; that Buyer may, in its sole discretion, cancel this escrow as a result of the information provided 5 wheel er/agree/bdanthony/10/04/99 in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably withheld or delayed by Buyer. 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface watertl perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Section 25281 (g); any hazardous waste, as defined under Title 42 U.S.C. Section,6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under-California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or pe�lroleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buver Reservation of Rights. Buyer expressly reserves all rights and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (other than the levels of contamination currently known by Buyer to exist on or in the Property) potentially existing i on, in, or under the Property, including but not limited to any action under CERCLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C.- §§ 6901 et seq.), the California Hazardous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazardous Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne A(t (California Water Code 13000, et seq.) California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buy. Seller shall disclose any and all lab results, test results and any and all other information concern*ng the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property I to Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and a part of the disclosure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure obligation. I 1.16 Buyer's Written Purchase Offer. To the extent not inconsilstent herewith, the terms of Buyer's written purchase offer to Seller, dated September 22, 199Y9, and accepted by Seller on September 28, 1999, are incorporated herein by reference into this Agreement. 6 wheel er/agree/bdanthony/10/04/99 i ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the evert Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Buyer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuati� g the construction of the public right of way improvements, utilities, and other improvements coitemplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, see �ing enforcement of Z- any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled to and recover from the other party, its reasonable attorney's fees and other reasonable expenses in connection wwith such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to the other party or to j the Escrow Holder must.be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prep id, to the party to whom the notice is directed at the address of such party hereinafter set f Q rth, or such other . address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Couns 1, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA.92648 i Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 I wh eel er/agree/bd an th on y/10/04/99 I w. To Seller: Ms. Barbara Diane Anthony 24500 Airport Road, No. H-3 Punta Gorda, FL 33950 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 2 7) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48) hours aft r such notice is deposited in the United States mail, addressed as provided above, with posta 'e fully prepaid.. 3.3 Interpretation; Governing Law. This Agreement shall be co strued according to its fair meaning and as if prepared equally by all parties hereto. This I greement shall be construed in accordance with the laws of the State of California in-effec i at the time of the execution of this Agreement. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, California. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in ex rcising any right or power accruing upon the compliance or failure of performance by the othe' party hereto under the provisions of this Agreement shall impair any such right or power or e-construed to be,a waiver thereof. A waiver by either party hereto of a breach of any.of the covenants; conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions oi conditions hereof. 3:5 Modifications. Any alteration, change or modification of or t this Agreement, in order to become effective, shall be made by written instrument or endorse ent thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term,provision, condition or covenant f this Agreement or the application thereof to any party or circumstances shall, to any extent be held invalid or. - unenforceable, .the remainder of this instrument, or the application of s 'ch term, provision, condition or covenant to persons or circumstances other than those as to 'hom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law., i 8 wheeler/aeree/bdanthony/10/04/99 ; j i 3:7 Merger of Prior Agreements and Understandings. This A eement and other documents incorporated herein by reference contain the entire understanding etween the parties relating to the transaction contemplated hereby and all prior or contempor ,neous agreements, understandings, representations and statements, oral or written, are merged he, ein and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow shall be binding upon and inure to the b nefit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form W-911 and 1099-S Form, and depositing same with Escrow Holder no later than one (1) day prior to the Close of Escrow: 3.10 Notice of Tax Withholding Requirements. It is further under 'tood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form '590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590, Seller shall.provide written ins-ructions to Buyer. REST OF PAGE NOT USED 9 wheel er/a gree/bd anthon y/10/04/99 r 3.11 Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid anc binding as if the signatures of all-of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase „ . and Sale of.Real,Property and Escrow Instructions as of the date first above written. "SELLER" Dated: 9 BARBARA DIANE ANTHO 4Y "BUYER" CITY OF HUNTINGTON BEACH, Dated: �' By: Mayor `` .. f-�ozu.P �U z..ccJ C ' y Clerk APP ED AS TO F )RM: _ Robert J. Wheel , Special Counsel Office of City Attorney City of Huntington Beach 1p wheel er/agree/bdanthony/10/04/99 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening,o Escrow: . ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: � h�� Oha YI n o)'1 Escrow Officer Telephone: (714) THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this ff�P day o MAke // 1999, by and between THE. CITY OF HUNTINGTON BEACH, a muni ipal corporation ("Buyer"), and DANIEL CHAMBERS LINDLEY ("Seller"). RECITALS: A. Seller is the owner of an undivided 1/90th interest in that ce-tain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, as shown on a map recorded in Book 7, Pages 27 and 28 f Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller.accepted Buyer' written offer to acquire Seller's undivided interest in the Property for the purposes of onstructing and maintaining certain streets, roadways, sidewalks and other improvements ("Proj ct). NOW, THEREFORE, the parties to this Agreement agree to transfer fee imple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance ith the-following terms and conditions: t wheeler/agree/master/O l/12/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Prop rt . In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculat ons,-Seller owned an undivided 1/90th interest in the Property. However it is the mutual intent f the parties.that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Bu er acquires from Seller, in fee simple, title to all interest Buyer may have had or currently hol s and owns in the Property. 1.2 Opening of Escrow. Within.ten :(10) business days after.the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow" with the Escrow Holder by causing an executed copy of this Agreement to be deposited wi Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully exec ted Agreement to Escrow Holder: 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for,th conveyance and transfer. of Seller's undivided .interest,in the Property to Buyer shall be Two Thousand Four > R, :-uun dVityN r5 , 89:00)"("t urchasePrice").dredanig iDo ( 2 .(b) Payment of Purchase Price. The Purchase Price shal be deposited by Buyer-into Escrow within fifteen (15) business days following the opening f Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to.Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California,'check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and.Seller that the Purchase Price set forth above is paid as full and final consi eration of all of the following: (i) A fee simple, interest in and to the Property, for th purposes of the construction, operation; and maintenance of a public roadway the-co , including all uses incident to the use of the Property as a public right of way, ,including but not limited to the placement of utilities on or over the Property, access ays for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainag facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping,paving and a y appurtenances to the Property, including but not limited to any oil production facilit es located on the Property. 2 wheeler/agree/master/01/12/99 i (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services, precondemnation damages, interest, attorney's fees or other litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in the Property. 1.4 Additional Funds and Documents Required from Buyer and Se ler. (a) Buyer. Before 12:00 noon on the date preceding the C osing Date, Buyer shall deposit with Escrow Holder all additional. funds and/or docume is (executed and acknowledged, if appropriate) which are necessary to close escrow and othe ise comply with the terms of this Agreement. (b) Seller. Within twenty(20) business days following the ate that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Giant Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds and other items and instruments as may be necessary in order for the Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon Buyer.shall immediately submit the Grant Deed, with the acceptance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, . California, the Title Company has issued the Title Policy provided for in sub ection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made 1,y Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically underst nd,and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time-and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended,but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued t y First American 3 wheeler/agree/master/01/12/99 Title Insurance Company ("Title Company"), with liability in the amount oft e Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivid d interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions contained in the CLTA form policy; and (ii) Any exceptions created by or consented to in wril ing by Buyer, including without limitation, any exceptions arising by reason,of Buyer's filing of an eminent domain action, or securing of an order for possession of.or en on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations., The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent: (i) Issuance by Title Company of the Title Policy reflecting a fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided f br in this Agreement,necessary to-the-Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer,of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Esc r w Holder, Buyer and, Seller agree, to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict,the provisions of this Agreement shall prevail. (b) General Escrow Provisions. Upon Close of Escrow, Es row Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange Courtly, California, and 4 wheel er/agree/master/O 1/12/99 may be disbursed to any other general escrow.account or accounts. All disbi rsements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and Eliall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, and the charges for .recording the Grant Deed. Clearing of all existing encumbrances,judgments, r liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to dose as provided above, any party who then shall have fully complied with their instructs ns and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money, documents, instruments, or property deposited into escrow. If no party has so complied, no demand for return of any money, documents; instruments, or property will be recognized by Escrow Holder until five (5) business days after Escrow Holder has mailed wri ten notice of such demand to all other parties at their respective addresses shown in these instn ctions, and if any party raises any objection to such return, Escrow Holder is authorized to hol ,all such money, documents, in or property until instructed by a court of competent j risdicdon or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no t ird party is owed any payment or commissions as a result of the transfer of the property interests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, r sulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's individed interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose t1le presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure State nt by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the information provided in said Disclosure Statement, or as a result of subsequent information pro ided by Seller to . Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably w thheld or delayed by Buyer. i i 5 wheeler/agree/master/01/12/99 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or under California. Health & Safety Code Section 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as define under California Health & .Safety Code Section 25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petr leum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any -additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all ri hts and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (otlier than the levels of contamination currently known.by Buyer to exist on or in the Property) p tentially existing on, in, or under the Property, including but not limited to any action under CE CLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Hazardous Substance Account Act (California Health & Safety Code.§§ 25300 et seq.) , the Hazardous Waste Control Law<(Califorriia Healt;, &Safety-Cod?�-"5100;et seq); thcPorter Cologne Act (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller hall disclose any and all lab results, test results and any and all other information concernini, .the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such ffiformation. The disclosure of this information is in accordance with and a part of the disclos re obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure Dbligation. 1.16 Buyer's Written Purchase Offer. To the extent not inconsis ent herewith, the terms of Buyer's written purchase offer to Seller, dated October 26, 1998, are incorporated herein by reference into this Agreement. I I I 6 wheeler/agree/master/01/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the event Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided inter st in the Property as provided for in this Agreement, any and all amounts deposited into Escro as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shz 11 be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to B er at of Close of Escrow. Pending Close of Escrow, Seller grants.to Buyer and Buyer's Contrac or a right of entry on the Property, for the purposes of coming onto such Property and effectuatir g the construction of the public right of way improvements, utilities, and other improvements cor templated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS -3.I Attorney's'r ees:-In any action between the parties hereto, seeki g.enforcement of any of the terms and provisions of this Agreement or the Escrow, or in co ection with the Property, the prevailing party in such action shall be entitled to and recover fro the other party, its reasonable attomey's.fees and other reasonable expenses in connection w th such action or ,proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to th other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing-the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom,the notice is directed at the address of such party hereinafter set -foi th, or such other address and to such other persons as the parties may hereafter designate: a To Buyer: Robert J. Wheeler, Special Counsel. Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Ne ort Beach, California 92660 wheeler/agree/masted0l/12/99 To Seller: Mr. Daniel Charles Lindley P.O. Box 895 Monte Del Rio, CA 95462 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 26 ) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours after uch notice is deposited in the United States mail, addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be cons rued according to its fair meaning and as if prepared equally by all 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. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, Cali ornia. Titles and captions are for�convenience'oiily-and'shall-�not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so di tates. 3.4 No Waiver. No delay or omission by either party hereto in exet ising any right or power accruing upon the compliance or failure of performance by the other arty hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed s a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or c nditions hereof. 3.5 Modifications. Any alteration, change or modification of or to his Agreement, in order to become effective, shall be made by written instrument or endorsem nt thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant of his Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as tow m or which it is 8 wheeler/agree/master/01/12/99 held invalid or unenforceable, shall not be affected thereby, and each term an provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law 3.7 Merger of Prior Ap-reements and Understandings. This A ement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporateous agreements, understandings, representations and statements, oral or written, are merged her in and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreements contained herein shall survive the Close of Escrow shall be binding upon and inure to the be efit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Se ler that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form W-911 and 1099-5 Form, and depositing same with Escrow Holder no latel than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It.is further underst od and agreed by Buyer and Seller that closing of this escrow is subject to and contingent.upon Seller executing a i "Transferor's Affidavit of Non-Foreign Status" and California Form 90 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590, Seller shall provide written insti Lictions to Buyer. i i REST OF PAGE NOT USED i 9 wheeler/agree/master/01/12/99 I 3.11 Counterparts: This Agreement and any modifications, . amendments, or . supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agree ent.of Purchase and Sale of Real Property and Escrow Instructions as of the date first above written. "SELLER" Dated: DANIEL CHAMBERS I I R ID1 IEV "BUYER" CITY OF HUNTINGTON BE CH, Dated: — °l By: By: APPIfOVED AS TO FORM: e/7j/ C'L pK Robert J. Wheeler, Special Counsel Office of City Attorney City of Huntington Beach k w 10 wheel er/agree/master/O 1/12/99 rr� ' AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. .. . . _ .. ...:Date;of Opening•o, Escrow:•. , .. ,,1999 To: First American Title Insurance Company ("Escrow Holder") Attention 166,6Y/h"e, Escrow Officer Telephone: (714) 7-TT THIS AGREEMENT FOR PURCHASE AND SALE OF REAL P11,OPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this_day of {`3fike,14 1999, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Buyer"), and PATRICIA H. DENSLOW ("Seller"). RECITALS: A." Seller is the owner of an undivided 1/5th.interest in that cei tain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, is shown on a map recorded in Book 7, Pages 27 and 28 f Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer's written offer to acquire Seller's undivided interest in the Property for the purposes of.constructing and maintaining.certain streets,roadways, sidewalks and other improvements ("Proj c ct). t; NOW, THEREFORE, the parties to this Agreement agree to transfer fee imple title to Seller'�,undivided interest in the Property, from Seller to Buyer, in accordance w th the following terms and conditions: 1 wheel er/agree/master/O 1/12/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Pro rt . In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculat ons, Seller owned an undivided 1/5th interest in the Property. However it is the mutual intent of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to all interest Buyer may have had or currently holc s and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited wit Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for th conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Fort —Four Thousand Eight-Etindred Doi''iars"($44,800:00)`("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price shall be deposited by Buyer into Escrow within fifteen (15) business days following the opening o F Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of Cali rnia, check from the City of Huntington Beach, or cash. (c) . Interests Conveyed. It is understood and agreed by and b Aween Buyer and Seller that the Purchase Price set forth above is paid as full and final consid ration of all of the following: (i) A fee simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway ther on, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, access ways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping, paving and an appurtenances to the Property, including but not limited to any oil production faciliti s located on the Property. 2 wheeler/agree/master/O 1/12/99 (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's ur divided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services, precondemnation damages, inte est, attorney's fees or other litigation expenses, and any and all items of compensation or damag arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in the Property. 1.4 Additional Funds and Documents Required from Buyer and Seller. (a) Bier. Before 12:00 noon on the date preceding the Cl sing Date,Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty(20) business days following the ate that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Gr nt Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds and other items and instruments as may be necessary in order forte Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon Buyer shall immediately submit the Grant Deed, with the accer tance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer a provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in subsection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made t y Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically understa id and agree that time is of the essence and Buyer and Sellers specifically agree to strictly con ply and perform their obligations herein in the time and manner specified, and waive any and 1 rights to claim such compliance by mere substantial compliance with the terms of this Agreem nt. The time for Closing may be extended,but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed in avor of Buyer in recordable condition covering Seller's undivided interest in the Property, and rior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as f the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American 3 wheeler/agree/master/O 1/12/99 Title Insurance Company ("Title Company"), with liability in the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions.containc d in the CLTA . form policy; and, (ii) Any exceptions.created.by or consented'to in w ing by Buyer, including without limitation, any exceptions arising by reason of Buy r'&filing of an eminent domain action, or"securing of an order for possession of or,er try on the Property. 1.6 Conditions Precedent To Close Of Escrow. . (a) Conditions to Buyer's Obli ations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or ir part, by Buyer of each of the following conditions precedent: (i) Issuance by Title Company of the Title Policy reflecting a fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided r in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations -The obligations of th Seller under this, Agreement shall be subject to the satisfaction or written waiver, in whole or:in part, by.the Seller" of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) " Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow"Holder. If required by Escrow Holder, Buyer ' and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this'Agreer ient. In the event of any such conflict, the provisions of this Agreement shall prevail (b) General Escrow Provisions: Upon Close of Escrow, Escrow Holder shall deliver the Title.Policy-to Buyer and instruct the County Recorder of Orange C ounty, California to mail the recorded Grant Deed, to. Buyer at the address set forth in lection -3.2 after recordation. All funds received in this Escrow shall be deposited in one or moi e general escrow accounts of the Escrow.Holder with any bank doing business in Orange County, California, and 4 wheel er/agree/master/O1/12/99 l may be disbursed to any other general escrow account or accounts. All dis ursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully complied with their instructions and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder he return of their money, documents, instruments, or property deposited into escrow. If no part has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5)business days after Escrow Holder has mailed wri ten notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party raises any objection to such return, Escrow Holder is authorized to hol I all such money, 'documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no tl ird party is owed any payment or commissions as a result of the transfer of the property ' terests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's andivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the alifornia Health & Safety Code (as may be amended); whereby a Seller is required to disclose t presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing f this escrow is subject to and contingent upon receipt and approval of said Disclosure Statem nt by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the info rmation provided in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liability of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably wil hheld or delayed by Buyer. 5 wheeler/agree/master/O 1/12/99 1.13 . Contamination Defined. The term "Contamination" as used i n this Agreement shall mean and refer to any environmental contamination of any type or naturd including but not 'limited to the following substances,whether in the soil, air, surface water, perched water or groundwater; or in any other medium: any "hazardous substance,, as defined under Title 42 U.S.C. Section 9601 (14). or under California Health & Safety Code Secti n 25281 (g); any "hazardous waste, as defined.under Title 42 U.S.C. Section.6903(5) and under California Health &:Safety.Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to C lifornia Health & Safety Code Section 25249.8; :any:,petroleum.hydrocarbon material or petrDleum byproduct, refined and unrefined, including but not limited.to any crude oil or any fractioli thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all ri is and remedies under the law against Seller and any prior owner, operator or other responsible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations-Buyer incurs or may incur as a result of Contamination (other than the levels of.contamination currently known by Buyer to exist on or in the Property) p tentially existing on, in, or under the Property, including but not limited to any action under CE CLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Haz rdous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazard us Waste Control Law(California Health & Safety Code 25100, et seq.),-the Porter"Cologne Act California Water Code 13000, et seq.) , California Health & Safety Code §§ .25280, et seq.- and 33459 et seq., California Civil Code §850 et-seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Seller shall disclose any and all lab results, test results and any and all other information concerning the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance with and apart of the disclos re obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure bligation. 1.16 Buyer's Written Purchase Offer. To the extent not inconsist nt herewith, the terms of Buyer's written purchase offer to Seller,dated October 27, 1998, are in orporated herein by reference into this Agreement. 6 wheel er/agree/master/O 1/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the evenl Escrow does not close, for whatever reason,.and Buyer does not acquire Seller's undivided inter st in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer, and all other amounts deposited into Escrow by Buyer sh 11 be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to B er at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3:1 Attomey's Fees. In any action between the parties hereto, seekiiig enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled to and recover fro n the other party, its reasonable attorney's fees and other reasonable expenses in connection w th such action or proceeding, in addition to its recoverable court costs. .3.2 Notices. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery r by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Counsel Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 NewT ort Beach, California 92660 wheel er/agree/master/01/12/99 To Seller: Ms. Patricia H. Denslow 9333 Chimney Sweep Lane Dallas, TX 75243-3237 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 26 ) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours after uch notice is deposited in the United States mail, addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be cons rued according to its fair meaning and as if prepared equally by- all parties hereto. This A eement shall be- construed in accordance with the laws of the State of California in-effect t the time of the execution of this Agreement. Any action brought in connection with this A eement shall be brought in a court of competent jurisdiction located in Orange County, Cali ornia. Titles and captions are for convenience only and shall not constitute a portion of this Ag eement. As used in this Agreement;masculine, feminine or neuter gender and'the singular or p ural number shall each be deemed to include the others wherever and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in exec ising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the cov pants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or c nditions hereof 3.5 Modifications. Any alteration, change or modification of or tot is Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant of is Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term; provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8 wheeler/agree/master/01/12/99 3.7 Merger of Prior Agreements and Understandings. This Agieement and other documents incorporated herein by reference contain the entire understanding etween the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged her cin and shall•be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreement contained.•herein shall survive the Close of Escrow shall be binding upon and inure to the beiiefit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood'and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form W-911 and 1099-S Form, and'depositing same with Escrow Holder no latel than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It is further underst od and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of. Non-Foreign Status" and California Form f 90 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day�priorto the Close -of Escrow. In the event Sellers cannot execute the above-referenced Transferor's Affidavit or California Form 590, Seller shall provide-written instricti6ns to Buyer. REST OF PAGE NOT USED 9 wheeler/agree/master/O 1/12/99 3.11 Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN'WITNESS.WHEREOF, the parties hereto have executed this Agree ent of Purchase and Sale of Real Property and Escrow Instructions as of the date first above wi itten. "SELLER" Dated: n 7 PATRICIA H. DENSLOW "BUYER" CITY OF HUNTINGTON BEACH, Dated: By: By: �TTEs `` APP OVED AS TO FORM: C1 Y cLe.KK Robert J. Wheeler,)Special Counsel Office of City Attorney City of Huntington Beach 10 wheeler/agree/master/01/12/99 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. 9 - D 3 v Date of Opening o L7 Escrow: J 999 To: First American Title Insurance Company ("Escrow Holder") Attention: /I 06h""�/Ae JA"I -)� Escrow Officer Telephone: (714) � I THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this day o r `r Ak 1999, by and between THE CITY OF HUNTINGTON BEACH, a mun cipal corporation ("Buyer"), and BAYARD THOMAS LINDLEY, JR. ("Seller"). RECITALS: A. Seller is the owner of an undivided 1/90th interest in that c rtain unimproved parcel of real property located in the City of Huntington Beach, County ol Orange, State of California (the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach as shown on a map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buye 's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements ("Prc'ect). NOW, THEREFORE, the parties to this Agreement agree to transfer fe simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance vith the following terms and conditions: i I 1 wheeler/agree/master/01/12/99 I ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Proncrty. In its written settlement offer, Buyer represented to Seller that,according to.Buyer's calculat ons, Seller owned an undivided 1/90th interest in the Property. However it is the mutual intent f the parties that, pursuant;to the terms of this Agreement, Seller conveys to Buyer, and Bu er acquires from Seller, in fee simple, title to all interest Buyer may have had or currently hol s and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited wilh Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully exec ted Agreement to -Escrow Holder. 1.3 Payment of Purchase Price. 1 (a) Amount of Purchase Price. The purchase price forte conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be Two Thousand Four Hundred and Eighty-Nine Dollars ($2,489.00) ("Purchase Price"). c (b) Payment of Purchase Price. The Purchase Price sha 1 be deposited by Buyer into Escrow within fifteen (15) business days following the opening f Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable tD Seller at the time i of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of Cal fornia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (i) A fee simple interest in and to the Property, forte purposes of the construction, operation, and maintenance of a public roadway thcreon, including all uses incident to the use of the Property as a public right of way including but not limited to the placement of utilities on or over the Property, acces ways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping,paving and y appurtenances to the Property, including but not limited to any oil production facill ties located on the Property. 2 wheel er/agree/master/O 1 A 2/99 (d) Other Interests Included. Payment of the Purchase ce by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages di ie to interruptions of sewer, water, and electrical utility services, precondemnation damages, inter st, attorney's fees or other litigation expenses, and any and all items of compensation or damage arising out of the planning, negotiation, and acquisition by-the Buyer of Seller's undivided intere t in the Property. 1.4 Additional Funds and Documents Required from Buyer and Seller. (a) Buyer. Before 12:00 noon on the date preceding the Cl sing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged,:if appropriate) which are necessary to close escrow and othei wise comply with the terms of this Agreement. (b) Seller. Within twenty(20)business days following the ate that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Giant Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Prop rty, together with such funds and other items and instruments as may be necessary in order for e Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed Gr int Deed to Buyer for review and acceptance, as may be required to put the Grant Deed ir recordable form, whereupon Buyer shall immediately.submit the Grant Deed, with the acce tance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. i (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed i for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in su section (c) below, all closing costs and other costs are paid in full, and all disbursements of any emaining funds in Escrow, or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically undersi and and agree that time is of the essence and Buyer and Sellers specifically agree to strictly cc mply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agree ent. The time for Closing may be extended, but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed i favor of Buyer.in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American I 3 wheeler/agree/master/01/12/99 Title Insurance Company ("Title Company"), with liability in the amount of Me Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivid d interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions containe in the CLTA form policy; and (ii) Any exceptions created by or consented to in wrii ing by Buyer, including without limitation, any exceptions arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or en ry on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or iin part, by Buyer of each of the following conditions precedent: (i) ,Issuance by Title Company of the Title Policy reflecting a fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided or in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. i 1.7 Escrow Provisions. i (a) Escrow Instructions. This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Esc ow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. i (b) General Escrow Provisions. Upon Close of Escrow, EE crow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange County, California, and I i 4 wheel er/agree/master/01/12/99 may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and all be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's scrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, a nid the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, r liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully complied with their instructs ns and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder lhe return of their money, documents, instruments, or property deposited into escrow. If no part has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5)business days after Escrow Holder has mailed wri ten notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party,raises any objection to such return, Escrow Holder is authorized to hol I all such money, documents,anstruments, or property until instructed by a court of competent j i inisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that not ird party is owed any payment or commissions as a result of the transfer of the property nterests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, esulting from any claims of fees or commissions. i I 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose tie presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure Staten ent by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the in rmation provided in said Disclosure Statement, or as a result of subsequent information pro ided by Seller to Buyer concerning Contamination on the Property, without any further liability f Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably i&ithheld or delayed by Buyer. I f 5 i wheel er/agree/mas ter/O 1/12/99 I 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium: any."hazardous substance,, as defined under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Secti n 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance„ as defined under C 11ifornia Health & Safety Code. Sections 25281 and 25316; any "hazardous material" as defined under California Health & Safety Code.Section.25260 (e) ; any chemical listed pursuant to California Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or petroleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof, and any additive to any refined petroleum product, as well as any asbestos or a bestos containing material. 1.14 Buyer Reservation i n of Rights. Buyer expressly reserves all ri hts and remedies g_ yer p y under the law against Seller and any prior owner, operator or other respon ible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination (other than the levels of contamination currently known by Buyer to exist on or in the Property) rotentially existing on, in, or under the Property, including but not limited to any action under CI RCLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the California Hazardous Substance •- Account Act (California Health & Safet-✓ Code §§"25300 et'seq:j ; the Hazard us=Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne Ad (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 348 et seq. and other common laws of the State. `I I 1.15 Disclosure of Test Results on Contamination to Buyer. Seller shall disclose any and all lab results, test results and any and all other information concbmir g the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property. to Buyer, in writing, within two (2) days of his or her receipt of such nformation. The disclosure of this information is in accordance with and a part of the disclo ure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosure obligation. 1.16 Buyers Written Purchase Offer. To the extent not mconsatent herewith, the I terms of Buyer's written purchase offer to Seller, dated October 26,1998, are i acorporated herein by reference into this Agreement. I i i 6 wheel er/agree/master/Ol/12/99 I ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the evenif Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Bt yer at of Close of Escrow.. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contra or a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees. In any action between the parties hereto, seek ng enforcement of any of the terms and provisions of this Agreement or the Escrow, or.in connection with the Property, the prevailing party in such action shall be entitled to and recover from the other party, its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to tt.e other party or to the Escrow Holder must be, in writing and may be given by personal deliver) or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set f rth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Couns 1, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 f Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 I i 7 wheeler/agree/master/OI/12/99 To Seller: Mr. Bayard Thomas Lindley, Jr. 2740 Roxbury Orange, CA 92667 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 26 ) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours after uch notice is deposited in the United States mail, addressed as provided above, with postage fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared equally by all parties hereto. This. A eement shall be construed in accordance with the laws of the State of California in-effect at the time of the execution of this-Agreement. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, California. Titles and captions are for convenience only and shall not constitute a portion of this Alreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or r lural number shall each<.be.deemed to include the-others whzrever and whenever the context so di tates. 3.4 No Waiver. No delay or omission by either party hereto in exe ising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or onditions hereof. 3.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, e held invalid or unenforceable, the remainder of this instrument, or the application of suc term, provision, condition or covenant to persons or circumstances other than those as to wl.orn or which it is held invalid or unenforceable, shall not be affected thereby, and each term ar d provision of this Agreement shall be valid and enforceable to the fullest extent permitted by la I i I wheel er/agree/master/01/12/99 8 3.7 Merger of Prior Agreements and Understandings. This Agr ement and other documents incorporated herein by reference contain the entire understanding b otween the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreement contained herein shall survive the Close of Escrow shall be binding upon and inure to the bei efit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Se ler that closing of this escrow is subject to and contingent upon Seller executing an Internal Rev nue Service Form W-911 and 1099-S,Form, and depositing same with Escrow Holder no late than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It is further underst od and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 390 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close 'of Escrow. In the event Sellers cannot execute the above-referenced -Transferor's Affidavit or Califomia-Fonlr 590;-Seiler shall provide written instr uctions-to,Buyer. REST OF PAGE NOT USED i I 9 wheel er/agree/master/O 1/12/99 3.11 Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agreemei it of Purchase and Sale of Real Property and Escrow Instructions as of the date first above written "SELLER" Dated: BA YARD ARD THOMAS LINDL Y, JR. "BUYER" CITY OF HUNTINGTON BE kCH, Dated: By: By: p7.rE,5T APP OVED AS TO FORM: - �C ,cJ Ty eLe� Robert J. Wheel r, Special Co nsel Office of City Attorney City of Huntington Beach y, I - j I i i i i i 10 wheeler/agree/master/O1/12/99 I AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONSp Escrow No. -D 0 Date of Opening of Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: /l CC6�ek/be Escrow Officer Telephone: (714) JI THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this J5—*�) day of `'}')AR(!cH 1999, by and between THE CITY OF HUNTINGTON BEACH, a m nicipal corporation ("Buyer"), and CATHERINE ANNE LINDLEY ("Seller"). RECITALS: A. Seller is the owner of an undivided 1/90th interest in that certain unimproved parcel of real property located in the City of Huntington Beach, County f Orange, State of California (the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach, as shown on a map recorded in Book 7, Pages 27 and 2 3 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buyer's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements (".Project). i NOW, THEREFORE, the parties to this Agreement agree to transfer liee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordant with the following terms and conditions: i wheel er/agree/master/01/12/99 t ti . ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Pro ert . In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculations, Seller owned an undivided 1/90th interest in the Property. However it is the mutual intei t of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, in fee simple, title to all interest Buyer may have had,or currently h Ids and.owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escro ") with the Escrow Holder by causing an executed copy of this Agreement to be deposited withEscrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for the conveyance and transfer.of Seller's undivided interest in.the Property to Buyer shall be wo Thousand Four Hundred and Eighty-Nine Dollars ($2,489.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price s all be deposited by Buyer into Escrow within fifteen (15) business days following the opening of Escrow. Buyer I shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time j of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of C lifornia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final co ideration of all of the following: (i) A fee simple interest in and to the Property, for he purposes of the construction, operation, and maintenance of a public roadway.t iereon, including all uses incident to the use of the Property as a public right of way, including but not f limited to the placement of utilities on or over the Property, acce sways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainage facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping, paving anc any appurtenances to the Property, including but not limited to any oil production fac lities located on the Property. i 2 wheeler/agree/master/01/12/99 ' (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages due to interruptions of sewer, water, and electrical utility services; precondemnation damages, int rest,-attorney's fees or other litigation expenses, and any`and all items of compensation or damage arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided inte est in the Property. 1.4 Additional Funds and Documents Required from Buyer and .Seller. (a) Bier. Before 12:00 noon on the date preceding the Closing Date, Buyer shall deposit with Escrow Holder all additional funds and/or docum nts (executed and acknowledged, if appropriate) which are necessary to close escrow and oth rwise comply with the terms of this Agreement. (b) Seller. Within twenty (20) business days following th date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds and other items and-instruments as may be necessary in order for the Escrow Holder to comply with this Agreement. Escrow Holder shall submit the executed rant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed n -recordable form, whereupon Buyer shall immediately submit the Grant- Deed,.with the ac eptance, to Escrow Holder pending Close of Escrow- . � 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. I he terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in s bsection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically unde tand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly domply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agre ment. The time for Closing may be extended, but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in the Property, a d prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer s of the Closing a 3 wheeler/agree/master/01/12/99 C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American Title Insurance Company ("Title Company"), with liability in the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed-exceptions and.exclusions contai ed in the CLTA form policy; and (ii) Any exceptions created:by or consented to in writing by Buyer, -including withoalimitation,,any exceptions-arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or entry on the .Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations f Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent: i (i) Issuance by Title Company of the Title.Policy reflecting a-fee simple title .to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided for in this Agreement, necessary to the Closing. I (b) Conditions to Seller's Obligations - The obligations of the Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or n part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provid d for in this ! Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed I y Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instruction , provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event i of any such conflict, the provisions of this Agreement shall prevail. (b) General Escrow Provisions. Upon Close of Escrow, Escrow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orang County, California to mail the recorded Grant Deed, to Buyer at the address set forth ii Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or i riore general escrow 4 wheel er/a gree/master/O 1/12/99 accounts of the Escrow Holder with any bank doing business in Orange County, California, and may be disbursed to any other general escrow account or accounts. All disbursements.shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller'E Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed and the charges for 1.1 recording the Grant Deed. Clearing of all existing'encumbrances,judgment , or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 4 1.10 Termination and Cancellation of Escrow. If Escrow fails t close as provided above, any party who then shall have fully complied with their instruc ions and met their conditions to.Close .of Escrow may, in :writing,.demand of Escrow Holde the return of their money, documents, instruments, or property deposited into escrow. If no pa y has so complied, no demand for return of any.money, documents, instruments,.or property.w 11 be recognized by I Escrow Holder until five (5) business days after Escrow Holder has mailed ritten notice of such demand to all other parties at their respective addresses shown in.these instructions, and�.if any party raises any objection.to such return, Escrow Holder is authorized to ld all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment- or commissions as a result of the transfer of the property interests provided hereunder, and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclo.sc the presence of any hazardous substances that have come to be located on or beneath the property before Close of Escrow. It is understood and agreed between Buyer and Seller that closi g of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the i formation provided in said Disclosure Statement, or as a result of subsequent information pr vided by Seller to Buyer concerning Contamination on the Property, without any further liabilit of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably withheld or delayed by Buyer. i 5 wheeler/agree/master/01/l 2/99 1.13 Contamination Defined. The term "Contamination" as usee in this Agreement -shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface wate , perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Sec 'on 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and and r California Health & Safety Code Section 25117; any "hazardous substance„ as defined under alifornia Health & Safety Code Sections 25281 and 25316; any "hazardous material." .as defined under .California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to alifornia Health & Safety. Code Section_25249.8; any petroleum hydrocarbon material. or p troleum byproduct, refined and unrefined, including but not.limited to any crude oil or any fract on thereof, and any additive to any refined 'petroleum product, as well as any asbestos orasbestos, containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all rights and remedies under the law against Seller.and any_prior owner, operator or other respo isible party to seek damages, injunctive relief or.other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination ( ther than the levels of contamination currently known by Buyer.to exist on or in the Property) potentially existing on, in, or under the Property;-including but not limited to any action under GERCLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the CaliforniaHazardous Substance Account Act-(California Health.& Safety Code.§§ 25300 et seq.) , the Haza dous Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne t (California Water t Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Buyer. Sell r shall disclose any and all lab results, test results and any and all other information concerring the assessment, investigation, monitoring, removal and/or remediation of Contamination on r from the Property to Buyer, in writing, within two (2) days of his or her receipt of sucl information. The disclosure of this information is in accordance with and a part'of the disci sure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosu. e obligation. I 1.16 Buyer's Written Purchase Offer. To the extent not incon istent herewith, the terms of Buyer's written purchase offer to Seller, dated October 26, 1998, arc incorporated herein by reference into this Agreement. 6 wheeler/agree/master/01/12/99 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the eve t Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided interest in the Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyers all be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to uyer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contr ctor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project ARTICLE III MISCELLANEOUS 3.1 Attorney's Fees.- In any action between the parties hereto, see 'ng_enforcement of j any of the terms and provisions of this Agreement or the Escrow, or in onnection with the Property, the prevailing art in such action shall be entitled to and recover om the other art p g party party, � its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to he other party or to ' the Escrow Holder must be in writing and may be given by personal deliveiy or by mailing the same by registered or certified mail, return receipt requested, postage pref aid, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Coun el, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 N wport Beach, California 92660 7 j wheeler/agree/master/01/12/99 To Seller: Ms. Catherine Anne Lindley 475 Davis Street Rio Del, CA 95562 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 2 7) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail_shall be deemed received forty-eight (48)hours aftei such notice is deposited in the United States mail, addressed as provided above, with postag fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be co strued according to its fair.meaning and as if prepared .equally by all 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. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County,.Ca iforma. . Titles and captions are for convenience only and shall not constitute a portion of this greement. As used in this.Agreement, masculine,-feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 3.4 No Waiver. No delay or omission by either party hereto in ex rcising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power orb construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 3.5 Modifications. Any alteration, change or modification of or tc this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant o this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid of unenforceable, the remainder of this instrument, or the application of su h term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term ald provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. g wheel er/agree/master/O1/12/99 Y. 3.7 Merger of Prior Agreements and Understandings. This Agreement and other documents incorporated herein by reference contain the entire understanding etween the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged he-ein and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreemen s contained herein shall survive.the Close of Escrow shall be binding upon and inure to the b nefit of the parties hereto and their representatives,.heirs, successors--and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal ReN enue Service Form W-911 and 1099-S Form; and depositing same with Escrow Holder no lat r than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. It is further unders ood and-agreed by Buyer and Seller.that closing of..this escrow is subject to and contingent upon Seller,executing a ."Transferor's Affidavit of Non-Foreign .Status" and California Form 590 .(Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder n later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute th above-referenced Transferor's Affidavit or California Form 590, Seller shall provide written ins ructions to Buyer. REST OF PAGE NOT USED 9 wheeler/agree/master/01/12/99 3.11 Counterparts. This Agreement and any' modifications, imendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agreen lent of Purchase and Sale.of Real Property and Escrow.Instructions as of the date first above wri ten. "SELLER" Dated: C CATHERINE ANNE LINDLE "BUYER" CITY OF HUNTINGTON BEACH, Dated: By: By: M AYO? , f}7,T:'ST: APP 'OVED AS TO FORM: l� 95L C -e%7y eL.ekk- 1 = Robert J. Wheeler, Special Counsel Office of City Attorney City of Huntington Beach 10 wheeler/agree/master/01/12/99 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTION Escrow No. Date of Openin of Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: ea-�e-yl 17 e, CMk Yl h p Escrow Officer // �// �/ Telephone: (714) (p 7 7?Lll THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this /-ItP day of ffl1gR_C1j 1999, by and between THE CITY OF HUNTINGTON BEACH, a m nicipal corporation ("Buyer"), and VERA M. GARDNER ("Seller"). RECITALS: A. Seller is the owner of an undivided 1/10th interest in that certain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California(the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Bea h, as shown on a map recorded in Book 7, Pages 27 and 8 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Bu er's written offer to acquire Seller's undivided interest in the Property for the purposes of constructing and maintaining certain streets, roadways, sidewalks and other improvements (," roject). I NOW, THEREFORE, the parties to this Agreement agree to transfer ee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with the following terms and conditions: 1 i wheel eriagee/master/01112/99 -j � ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the ProT ert . In its written settlement offer, Buyer represented to Seller that, according to Buyer's calcuk tions, Seller owned an undivided 1/1Oth interest in the Property. However it is the mutual inten of the-parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Byer acquires from Seller, in fee simple, title to all interest Buyer may have had or currently ho ds and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow,") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for I he conveyance and -transfer of Seller's undivided interest in the Property to Buyer shall be Tw my-Two Thousand Four Hundred Dollars ($22,400.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price sh 11. be deposited by Buyer into Escrow within fifteen (15) business days following the opening of Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or ccrtified check drawn i on or issued by the offices of a financial institution located in the State of Ca ifornia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by anc between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (i) A fee simple interest in and to the Property, forte purposes of the construction, operation, and maintenance of a public roadway th reon, including all uses incident to the use of the Property as a public right of way, including but not limited to. the placement of utilities on or over the Property, acces ways for vehicular and pedestrian access, bus bays, signage, curbs, gutters, drainaD,,e facilities, traffic control devices or other roadway improvements; and (ii) All improvements,:structures, landscaping, paving and any appurtenances to the Property, including but not limited to any oil production facilities located on the Property. i 2 wheel er/agree/master/O1/12/99 (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages iue to interruptions of sewer, water, and electrical utility services, precondemnation damages, int rest, attorneys fees or other litigation-expenses, and any and all items of compensation or dama e arising out of the planning, negotiation, and acquisition by the Buyer.of Seller's undivided inte est in the Property. 1.4 . Additional Funds and Documents Required from Buyer and S ller. (a) Buyer. Before.12:00:noon on the date.preceding the Mosing Date, Buyer shall deposit with Escrow Holder all additional funds and/or docum nts (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty (20) business days following the date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant Deed")-conveying a fee simple title to Seller's undivided.interest in the Pro erty, together with such.funds.and other items and instruments as may be necessary in order f6i the Escrow Holder to comply with this Agreement. Escrow Holder..shall submit the executed. C rant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed In recordable form, whereupon .Buyer shall immediately submit the Grant .Deed, with.the acceptance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer as provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. I he terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California, the Title Company has issued the Title Policy provided for in subsection (c) below, all closing costs and other costs are paid in full, and all disbursements of an3,remaining funds in Escrow, or other disbursements as may be required to close Escrow, are mad by Escrow Holder to the appropriate parties. i i (b) Time of Essence. Buyer and Seller specifically under tand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly omply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim I such compliance by mere substantial compliance with the terms of this Agre ment. The time for Closing may be extended, but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed 'n favor of Buyer in recordable condition covering Seller's undivided interest in the Property, a d prior to Close of Escrow, Escrow Holder,shall cause to be issued and delivered to Buyer as of the Closing a i 3 wheeler/agree/master/01/12/99 C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American Title Insurance Company ("Title Company"), with liability in the amount of he Purchase Price,_ covering the Property and reflecting the fee simple title to Seller's undivided interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions.and exclusions contain d.in the CLTA form policy; and (11) Any.exceptions created.by or consented to in wilting by Buyer, including:without limitation, any exceptions arising by reason of Bu er's.filing of an eminent domain action, or securing of an order for possession of ore try on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyefs Obligations. The obligations c f Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or In part, by Buyer of each of the following conditions precedent: (1) Issuance by..Title Company of the Title Policy reflectin a fee simple title to�Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided for in.this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of 1he Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or i part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed b Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the'provisions of this Agreement shall prevail. (b) General Escrow Provisions. Upon Close of Escrow, I.scrow Holder shall j deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth ir Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow i 4 wheeler/agree/master/01/12/99 accounts of the Escrow Holder with any bank doing business in Orange Courity, California, and may be disbursed to any other general escrow account or accounts. All dis ursements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for.the Title Policy, the charge for drawing the Grant Deed, and the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully .complied with their instructions and met their conditions to Close of Escrow may, -in writing, demand of Escrow Holdel the return of.their money, documents, instruments, or property deposited into escrow.. If no paity has so complied, no demand for return of any money, documents, instruments, or property w 11 be recognized by Escrow Holder until five (5) business.,days after Escrow Holder has mailed written notice of such demand to all other parties at-their respective addresses shown in'these-instructions, and if any party raises any objection to such return,.Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. i 1.11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment. or commissions as a result of the transfer of the propert interests provided hereunder; and Seller indemnities and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1 1.12 Hazardous Substances Disclosure. The Property, and Seller'3 undivided interest j therein, are subject to a disclosure as designated under Section 25359.7 of tl.e California Health j & Safety Code (as may be amended); whereby a Seller is required to disclose the presence of any hazardous substances that have come to be located on or beneath the prop rty before Close of Escrow. It is understood and agreed between Buyer and Seller that closing of this escrow is subject to and contingent upon receipt and approval of said Disclosure State ent by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the ir formation provided in said Disclosure Statement, or as a result of subsequent information provided by Seller to Buyer concerning Contamination on the Property, without any further liabilit of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably vithheld or delayed by Buyer. i wheel er/agree/master/01/12/99 5 1.13 Contamination Defined. .The term "Contamination" as usec in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium: any "hazardous substance„ as def ned under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Sec ion 25281 (g); any "hazardous waste, as defined under Title 42 U.S.C. Section 6903(5) and under California Health & Safety Code Section 25117; any "hazardous substance,, as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as deft ed under California Health & Safety Code Section 25260 (e) ; any chemical listed.pursuant to alifornia Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or p troleum byproduct, refined and unrefined, including but not limited to any crude oil or any fraction thereof,and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all rights and remedies under the law against Seller and any prior owner, operator or other resporisible party to seek damages, .injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or,may incur as a result of Contamination. ther than the levels of contamination currently known by Buyer to exist on or in the Property) potentially existing on, in, or under the Prop erty,•.including but not limited to any action under GERCLA (42 U.S.C. §§- 9601, et seq.), RCRA'(42 U.S.C. §§ .6901 et seq.), the. California Hazardous Substance Account.Act (California Health &Safety Code §§ 25300:et seq.) -, the Hazai dous Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne A ot (California Water Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 340 et seq. and other common laws of the State. I 1.15 - Disclosure of Test Results on Contamination to Buyer. Sell r shall disclose any and all lab results, test results and any and all other information concerring the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of sucl. information. The disclosure of this information is in accordance with and a part`of the disci sure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosu e obligation. i 1.16 Buyer's Written Purchase Offer. To the extent not incon istent herewith, the I terms of Buyer's written purchase offer to Seller, dated October 27, 1998, arc incorporated herein by reference into this Agreement. i I 6 wheeler/agree/master/01/12/99 I ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the eve t Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided int rest in the Property as provided for in this Agreement, any and all amounts deposited into Esc ow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyers all be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to Buyer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectua 'ng the construction of the public right of way improvements, utilities, and other improvements contemplated thereon as part of Buyer's implementation of its public roadway improvement project ARTICLE III MISCELLANEOUS 3.1 Attorneys Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled to and recover kom the other party, its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to he other party or to the Escrow Holder must be in writing and may be given by personal delive or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set orth, or such other address and to such other persons as the parties may hereafter designate: To Buyer: Robert J. Wheeler, Special Coun el, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 7 wheel er/agree/master/O 1/]2/99 ' To Seller: Ms. Vera M. Gardner c/o Ms. Judy Beisner 4131 St. Andrews Drive Springfield, MO 65809 To Escrow Holder First American Title Insurance Company 114 East Fifth Street (P.O. Box 2 7) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours afte such notice is deposited in the United States mail, addressed as provided above, with postail e fully prepaid. 3.3 Interpretation, Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared equally by all parties hereto. This kgreement shall be construed in accordance with the laws of the State of,California in-effec at -the time of the execution,of this Agreement. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange-County, California. . Titles and captions are for convenience only and shall-not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. i 3.4 No Waiver. No delay or omission by either party hereto in ex rcising any right or j power accruing upon the compliance or failure of performance by the othe party hereto under I the provisions of this Agreement shall impair any such right or power or I e construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construe j as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 3.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant o this Agreement or the application thereof to any party or circumstances shall, to any extent be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom. or which it is i 8 wheeler/agree/master/01/12/99 I held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 3.7 Merger of Prior Agreements and Understandings. .This AgTeement and other documents incorporated herein by reference contain the.entire understanding between the parties relating to the,transaction contemplated hereby and all,prior or contempor neous agreements, understandings, representations and statements,.oral or.written, are merged hc rein and shall be of no further force or effect. 3.8 Covenants to Survive Escrow. The covenants and agreemer ts.contained,herein shall survive the Close of Escrow shall be binding upon .and inure to the b nefit of the parties hereto and their representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by S ller that closing of this escrow is subject to and contingent upon Seller executing an Internal Re enue Service Form W-911 and 1099-5 Form, and .depositing same with Escrow Holder no later than one.(1) day prior to the Close of Escrow. 3.10 Notice of Tax Withholding Requirements. Itis.further:under tood and agreed by Buyer and•Seller that closing of this escrow.is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder ro later than one (1) day prior to the Close of Escrow. In the event Sellers cannot execute t e above-referenced Transferor's Affidavit or California Form 590, Seller shall provide written ins ructions to Buyer. i REST OF PAGE NOT USED I i I 9 wheel er/agree/master/01/12/99 3.11 Counterparts. This Agreement and any modifications, imendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF,-the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instructions as of the date first above written. "SELLER" Dated: t C� IJ VERA M. GARDN R "BUYER" CITY OF HUNTINGTON BE CH, Dated:, �/ 7�7 By: D Y. ATTE, 7` ri APP ' OVED AS TO FORM: °'CI N C.0 WK, ' %, Or Robert J. Whee er, Special Cot nsel Office of City Attorney City of Huntington Beach _l I 10 wheel er/agree/master/O 1/12/99 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTION Escrow No. Date of Opening f Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention: I a `j 2Y/ YJ e Escrow Officer ,/ // Telephone: (714) 77 6 THIS AGREEMENT FOR PURCHASE AND SALE OF REAL DROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this_&� _day of /22i92!Ed,# 1999, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Buyer"), and VERNON L. OBARR("Seller."). RECITALS: A. Seller is the owner of an undivided 5% interest in that certain unimproved parcel of real property located in the City of Huntington Beach, County of Orange, State of California (the "Property"), legally described as follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beacli, as shown on a map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buy1ject). is written offer to acquire Seller's undivided interest in the Property for the purposes oconstructing. and maintaining certain streets, roadways, sidewalks and other improvements("Pr NOW, THEREFORE, the parties to this Agreement agree to transfer fee simple title to Seller's undivided interest in the Property, from Seller to Buyer, in accordance with the following terms and conditions: 1 wheeler/agree/master/O 1/12/99 ARTICLE I . TERMS AND CONDITIONS 1.1 _. .Purchase and Sale of Seller's Undivided Interest in the-Pro ert . In its written settlement.offer, Buyer represented to.Seller that;according to Buyer's calculations, Seller owned an.undivided 5% interest in the Property. However it is the, mutual intent of the parties that, pursuant to the terms-of this Agreement, Seller conveys.to Buyer, and Byer acquires from Seller, in fee simple; title to all interest Buyer may have had or currently holds and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after th execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow ') with the Escrow Holder by causing an executed copy of this Agreement to be deposited w th Escrow Holder. Escrow shall be deemed open on the date that Buyer delivers a fully exec ted Agreement to Escrow Holder. 1.3 Pa)hent of Purchase Price. (a) _._ Amount of Purchase Price. The purchase price -forte conveyance and. transfer of-Seller's undivided-interest in the Property to Buyer,shall be EleN en Thousand Two Hundred Dollars (S 11,200.00) ("Purchase Price"). (b) Payment of Purchase Price. The Purchase Price sha 1 be deposited by Buyer into Escrow within fifteen (15) business days following the opening f Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable w Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or cei tified check drawn on or issued by the offices of a financial institution located in the State of Cal fornia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consi Jeration of all of the following: (i) A fee simple interest in and to the Property, for th purposes of the construction, operation, and maintenance of a public roadway,the eon, including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, access Nays for,vehicular and pedestrian access, bus bays, sipage, curbs, gutters, drainag facilities, traffic control devices or other roadway improvements; and (ii) All improvements, structures, landscaping, paving and any appurtenances to the Property, including but not limited to any oil production facilii ies located on the Property. 2 wheel er/agree/master/Ol/12/99 (d) Other Interests Included. Payment of the Purchase Price by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's 1111divided interest in the Property, all damages for lost oil production or other economic damages clue to interruptions of sewer, water; and electrical utility services, precondemnation damages, inte est, attorney's fees or other litigation expenses,:and•anyy and all items of compensation,or damag . arising out of the planning, negotiation, and acquisition by the Buyer of Seller's undivided interest in-the Property. 1.4 Additional Funds and Documents Required from Buyer and Seller. (a) Bier. Before 12:00 noon on the date preceding the C osing Date, Buyer shall deposit with Escrow Holder all .`additional funds and/or •docume is (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty (20) business days following the ate that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Grant Deed ("Grant Deed") conveying a fee simple.title to Seller's undivided interest.in the Prop rty, together with such funds.and other items and instruments as may be necessary in order for he Escrow Holder to Comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review -and acceptance, as may be required to put the Grant Deed.i recordable form, --whereupon Buyer shall immediately submit the. Grant Deed, with the acce tance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated by Buyer s provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. T terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder f Orange County, California, the Title Company has issued the Title Policy provided for in su section (c) below, all closing costs and other costs are paid in full, and all disbursements of any i emaining funds in Escrow, or other,disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically underst nd and agree that time is of the essence and Buyer and Sellers specifically agree to strictly co ply and perform their obligations herein in the time and manner specified, and waive any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement. The time for Closing may be extended, but only by way of a writing signed by all parties. (c) Title Policy. Upon Seller's deposit of the Grant Deed in favor of Buyer in recordable condition covering Seller's undivided interest in the Property, and prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered to Buyer as of the Closing a 3 wheeler/agree/master/01/12/99 r- C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued by First American Title Insurance Company ("Title Company"), with liability in.the amount of the Purchase Price, covering the Property and reflecting the fee simple title to Seller's undiv ded interest in the Property in favor of Buyer free of encumbrances; except: (1) The standard pprinted.exceptions and exclusions contai d in the CLTA form policy; and GO Any exceptions created by or consented-to in w iting by Buyer, "including without limitation, any exceptions arising by reason of Buyer's filing of an eminent domain action, or securing of an order for possession of or.entry on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations cf Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of.the following-conditions precedent: (i) Issuance by Title'Company of the Title Policy reflectin a fee simple title to'Seller's undivided interest-in the Property granted to Buyer. '(ii) Deposit by Seller of all instruments:and,funds provided for in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations oft e Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provide I for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed b Buyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard .escrow instructions provided that the same are consistent with and do not conflict with the provisions of this Agre ment. In the event of any such conflict, the provisions of this Agreement shall prevail. (b) General Escrow Provisions. Upon Close of Escrow, E crow Holder shall deliver the Title Policy to Buyer and instruct the County Recorder of Orange County, California to mail the recorded Grant Deed, to Buyer at the address set forth in Section 3.2 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow 4 wheel er/agree/master/01/12/99 accounts of the Escrow Holder with any bank doing business in Orange Coun y, California, and may be disbursed to any other general escrow account or accounts. All disb1irsements shall be made by Escrow Holder's check. 1.8 Amendments and Counterparts. This Agreement and a y modifications, amendments, or supplements thereto may be executed in counterparts and hall be valid and binding as if all of the parties' signatures were on one document. 1.9 Payment of Costs. Buyer shall pay Buyer's and Seller's Escrow fees, any premium charges for the Title Policy, the charge for drawing the Grant Deed, Ind the charges for recording the Grant Deed. Clearing of all existing encumbrances,judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller. 1.10 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, any party who then shall have fully complied with their instructi ns and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money, documents, instruments, or property deposited into escrow. If no party has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5) business days after Escrow.Holder has mailed.w tten notice of such demand to all other parties at-their respective addresses.shown in these instr ictions,.and if any party raises any-objection to such return, Escrow Holder is authorized to-ho d-all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties. 1.11 Brokerage Commissions. Seller represents to Buyer that no 1hird party is owed any payment or commissions as a result of the transfer of the property interests provided hereunder, and Seller indemnities and holds the Buyer harmless from and ac ainst all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions. 1.12 Hazardous Substances Disclosure. The Property, and Seller's undivided interest therein, are subject to a disclosure as designated under Section 25359.7 of th California Health & Safety Code (as may be amended); whereby a Seller is required to disclose he presence of any hazardous substances that have come to be located on or beneath the prope y before Close of Escrow. It is understood and agreed between Buyer and Seller that closin of this escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer, and that Buyer may, in its sole discretion, cancel this escrow as a result of the in Formation provided in said Disclosure Statement, or as a result of subsequent information pr vided by Seller to Buyer concerning Contamination on the Property, without any further liabilit of Buyer to Seller. Review and approval of the Disclosure Statement shall not be unreasonably withheld or delayed by Buyer. 5 wheel er/agree/master/01/12/99 1.13 Contamination Defined. The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or natule including but not limited to the following substances, whether in the soil, air, surface water perched water or groundwater, or in any other medium: any "hazardous substance„ as defined under Title 42 U.S.C. Section 9601 (14) or under California Health & Safety Code Secti n 25281 (g); any "hazardous.waste, as defined under Title 42 U.S.C. Section 6903(5) and and r California Health & Safety Code Section 25117; any "hazardous substance„ as defined under California Health & Safety Code Sections 25281 and 25316; any "hazardous material" as-defin d under California Health & Safety Code Section 25260 (e) ; any chemical listed pursuant to.C alifornia Health & Safety Code Section 25249.8; any petroleum hydrocarbon material or pe roleum byproduct, refined and unrefined, including but not limited to any crude oil or any fracti n thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material. 1.14 Buyer Reservation of Rights. Buyer expressly reserves all 'ghts and remedies under the law against Seller and any prior owner, operator or other respo sible party to seek damages, injunctive relief or other remedies in connection with any investigation, remediation, or other obligations Buyer incurs or may incur as a result of Contamination ((ther than the levels of contamination currently known by Buyer .to.exist on or in the Property) otentially existing on, in, or under the Property, including but not.limited.to any action under C RCLA (42 U.S.C. §§ 9601, et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the.California HH ardous Substance Account Act (California Health & Safety Code §§ 25300 et seq.) , the Hazar ous Waste Control Law (California Health & Safety Code 25100, et seq.), the Porter Cologne A t (California Water- Code 13000, et seq.) , California Health & Safety Code §§ 25280, et seq. and 33459 et seq., California Civil Code §850 et seq., California Civil Code §§ 3479 and 3480 et seq. and other common laws of the State. 1.15 Disclosure of Test Results on Contamination to Bu yer. Sell shall disclose any and all lab results, test results and any and all other information concern ng the assessment, investigation, monitoring, removal and/or remediation of Contamination on c r from the Property to Buyer, in writing, within two (2) days of his or her receipt of such information. The disclosure of this information is in accordance. with and a part of the disclosure obligations of said Seller under the above Section 1.12, the Hazardous Substances Disclosui e obligation. 1.16 Buyer's Written Purchase Offer. To the extent not incons stent herewith, the terms of Buyer's written purchase offer to Seller, dated December 24, 19S 8, are incorporated herein by reference into this Agreement. 6 wheel er/a gree/master/O 1/12/99 I ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Repayment of Purchase Price Deposit to Buyer. In the even Escrow does not close, for whatever reason, and Buyer does not acquire Seller's undivided inter est in the.Property as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by -Escrow Holder, less costs incurred by Escrow Holder, to Buyer. 2.2 Possession. Possession of the Property shall be delivered to B yer at of Close of Escrow. Pending Close of Escrow, Seller grants to Buyer and Buyer's Contractor a right of entry on the Property, for the purposes of coming onto such Property and effectuating the construction of the public right of way improvements, utilities, and other improvements co templated thereon as part of Buyer's implementation of its public roadway improvement project. ARTICLE III MISCELLANEOUS .3.1 Attorney's Fees. In any action between the parties hereto,:seek ng enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Property, the prevailing party in such action shall be entitled to and recover from the other party, its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs. 3.2 Notices. Any notice which either party may desire to give to tl e other party or to the Escrow Holder must be in writing and may be given by personal deliveiJ or by mailing the same by registered or certified mail, return receipt requested, postage prep id, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate: . To Buyer: Robert J. Wheeler,.Special Couns 1, Office of City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: Mr. Bill Holman PLC Land Company 23 Corporate Plaza, Suite 250 Newport Beach, California 92660 wheeler/agree/master/01/12/99 i To Seller: Mr. Vernon L. Obarr 4112 Melrose Street, No. 4 Riverside, CA 92504 To Escrow Holder First American Title Insurance Co pang 1.14 East Fifth Street (P.O. Box 26 ) Santa Ana, CA 92702 Attention: Escrow Officer Any notice given by mail shall be deemed received forty-eight (48)hours after such notice is deposited in the United States mail, addressed as provided above, with postag fully prepaid. 3.3 Interpretation; Governing Law. This Agreement shall be con trued according to its fair meaning and as if prepared equally by all 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. Any action brought in.connection with this Agreement shall be brought.in a court of competent jurisdiction located in Orange,County, Cal fornia. Titles and captions are for convenience only and shall not constitute a portion of.this A eement. ..As.used in this Agreement,.masculine, feminine or neuter gender.and-the singular or lural number shall each be deemed to include the others wherever and whenever the context so.d ctates. 3.4 No Waiver. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the 'same or other covenants, agreements, restrictions or onditions hereof. 3.5 Modifications. Any alteration, change or modification of or tc this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto. 3.6 Severability. If any term, provision, condition or covenant o 7this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of su h term, provision, condition or covenant to persons or circumstances other than those as to vkom or which it is held invalid or unenforceable, shall not be affected thereby, and each term aid provision of this Agreement shall be valid and enforceable to the fullest extent permitted by la . 8 wheeler/agree/master/01/12/99 3.7 Merger of Prior Agreements and Understandings. This A ement and other documents incorporated herein by reference contain the entire understanding I etween the parties relating to the transaction contemplated hereby and all prior or contemporaieous agreements, understandings, representations and statements, oral or written, are merged he in and shall be of no further force or effect. 3.8 .:,.;;Covenants to :Survive Escrow. The•:covenants and agreement ;contained herein shall survive.the.Close,of:Escrow shall .be binding upon.and.inure_to-..the,be efit of the parties hereto'and,their:representatives, heirs, successors and assigns. 3.9 I.R.S. Form "W-9". It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Rev nue Service Form W-911 and 1099-S Form, and depositing same with Escrow Holder no late than one (1) day prior to the Close of Escrow. 3.10 Notice of Tax-Withholding Requirements. It is further unders ood and agreed by Buyer and Seller that closing of thisescrow is-subject to and contingent upor Seller executing a "Transferor's .Affidavit of ..Non-Foreign Status" and California . Form 590 (Withholding Exemption.Certificate) and.depositing a copy of same-with Escrow Holder no later.than one (1) ; day prior to the Close of•Escrow. . Jn .the.event Sellers .cannot`execute th above-referenced Transferor's Affidavit-.or.California.Form 590,,Seller shall provide-written:ins ctions to Buyer. REST OF PAGE NOT USED i i 9 wheeler/agree/master/O 1/12/99 3.11 Counterparts. This Agreement and any modifications, unendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all of the parties were on one document. IN WITNESS WHEREOF, the parties hereto have executed this Agree ent of Purchase and Sale of Real Property and Escrow Instructions as of the date first above wril ten. "SELLER" Dated: VERNON L. OBARR "BUYER" — CITY OF HUNTINGTON BE CH, Dated: By: By: .�, AP OVED AS TO FORM: el7Y Robert J. Whe r, Special Cot nsel Office of City Attorney City of Huntington Beach 10 wheeler/agree/master/01/12/99 AGREEMENT FOR PURCHASE AND SALE OF REAL,PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: ,1999 To: First American Title Insurance Company ("Escrow Holder") Attention:,),;"e Escrow Officer Telephone: (714) 7- I.6 THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS' (this "Agreement") is made this '� day o 1999, by and between THE CITY OF HUNTINGTON BEACH; a mun cipal corporation _('Buyer"), and R ("Seller"). . U" RECITALS: A: Seller is the owner of an undivided-443*h interest in that c rtain unimproved parcel of real property located in the City of Huntington Beach, County ol Orange, State of California(the "Property"), legally described as,follows: Lot 22 in Block B of Garfield Street Addition to Huntington Beach as shown on a map recorded in Book 7, Pages 27 and 28 of Miscellaneous Maps, Records of Orange County, California. B. Prior to the execution of this Agreement, Seller accepted Buye 's written offer to acquire Seller's undivided interest in the Property for the "purposes of constructing and maintaining certain streets,roadways, sidewalks and other improvements ("Project). NOW, THEREFORE, the parties to this Agreement agree to transfer fee simple title to. Seller's undivided interest in the Property, from Seller to Buyer, in accordance mith the following terms and conditions: 1 wheel er/agree/master/01/12/99 ARTICLE I TERMS AND CONDITIONS 1.1 Purchase and Sale of Seller's Undivided Interest in the Pro rt . In its written settlement offer, Buyer represented to Seller that, according to Buyer's calculat ons, Seller owned an undivided 4/30th interest in the Property. However it is the mutual intent f the parties that, pursuant to the terms. of this Agreement, Seller conveys to Buyer, and Bu yer acquires from Seller, in fee simple, title to all interest Buyer may have had or currently hol s and owns in the Property. 1.2 Opening of Escrow. Within ten (10) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow Holder. . Escrow shall be deemed open on the date that Buyer delivers a fully exec ted Agreement to Escrow Holder. .1.3 Payment of Purchase Price. (a) Amount of Purchase Price. The purchase price for th conveyance and transfer of Seller's undivided interest in the Property to Buyer shall be d n ($29,866.00) ("Purchase Price"). Sc:Ven i hovs�ndl Foot, �vndr G��S1x S�� i��Qrs (�7l�f&v o) �`5 Payment of Purchase Price. The Purchase Price shal be deposited by Buyer into Escrow within fifteen (15) business days following the opening c f Escrow. Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall'mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of Cali bmia, check from the City of Huntington Beach, or cash. (c) Interests Conveyed. It is understood and agreed by and between Buyer and Seller that the Purchase Price set forth above is paid as full and final consideration of all of the following: (i) A fee simple interest in and to the Property, for the purposes of the construction, operation, and maintenance of a public roadway them on; including all uses incident to the use of the Property as a public right of way, including but not limited to the placement of utilities on or over the Property, access ways for vehicular . and pedestrian access, bus bays, signage, curbs, gutters, drainagc facilities, traffic control devices or other roadway improvements; and 2 wheeler/agree/master/01/12/99 (ii) All improvements, structures, landscaping, paving and a y appurtenances to the Property, including but not limited to any oil production facili ies located on the Property. (d) Other Interests Included. Payment of`the Purchase rice by Buyer to Seller represents total just compensation for Buyer's acquisition of Seller's undivided interest in the Property, all damages for lost oil production or other economic damages d ie to interruptions of sewer,water, and electrical utility services, precondemnation damages,�inter cst, attorney's fees or other litigation expenses,.and any and all items of compensation or damage arising out of the planning, negotiation,.and acquisition by the Buyer of Seller's undivided intere 3t in the Property. 1.4 Additional Funds and Documents Required from Buyer and Se ler. (a) Buyer. Before 12:00 noon on the date preceding the Cl:)sing Date, Buyer shall deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to close escrow and otherwise comply with the terms of this Agreement. (b) Seller. Within twenty(20) business days following the c ate that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Gr nt Deed ("Grant Deed") conveying a fee simple title to Seller's undivided interest in the Property, together with such funds andother..items-and instruments as may be necessary in order fort ie Escrow Holder to'comply with this Agreement. Escrow Holder shall submit the executed Grant Deed to Buyer for review and acceptance, as may be required to put the Grant Deed in recordable form, whereupon Buyer shall immediately submit the Grant Deed, with the accef tance, to Escrow Holder pending Close of Escrow- 1.5 Closing Date; Time of Essence. (a) Closing Date. Unless otherwise terminated byBuyer a provided below, Escrow shall close within sixty (60) days from the date Escrow is opened. The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Grant Deed is filed for recording by the Escrow Holder in the Office of the County Recorder o Orange County, California, the Title Company has issued the Title Policy provided for in sub ection (c) below, all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made ty Escrow Holder to the appropriate parties. (b) Time of Essence. Buyer and Seller specifically underst ad and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner specified, and waive any and 11 rights to claim such compliance by mere substantial compliance with the terms of this Agreem nt. The time for Closing may be extended, but only by way of a writing signed by all parties. 3 wheeler/agree/master/O 1/12/99 (c) Title Policy. Upon Seller's deposit of the Grant Deed ir favor of Buyer in recordable condition covering Seller's undivided interest in the Property, anc prior to Close of Escrow, Escrow Holder shall cause to be issued and delivered. to Buyer a of the Closing a C.L.T.A. standard coverage policy of title insurance ("Title Policy") issued y First American Title Insurance Company ("Title Company"), with.liability in the amount oft e Purchase Price, covering the Property and reflecting the fee simple title to Seller's undivk ed interest in the Property in favor of Buyer free of encumbrances; except: (i) The standard printed exceptions and exclusions containe i in the CLTA form policy; and (ii) Any exceptions created by or consented to in wri ing by Buyer, including without limitation, any exceptions arising by reason of Buy is filing of an eminent domain action, or securing of an order for possession of or enLry on the Property. 1.6 Conditions Precedent To Close Of Escrow. (a) Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent: -(i) Issuance by Title Company of the Title Policy reflecting a,fee simple title to Seller's undivided interest in the Property granted to Buyer. (ii) Deposit by Seller of all instruments and funds provided r in this Agreement, necessary to the Closing. (b) Conditions to Seller's Obligations - The obligations of th Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by the Seller of each of the following conditions precedent: (i) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing. 1.7 Escrow Provisions. (a) Escrow Instructions. This Agreement, when signed by 3uyer and Seller, shall also constitute escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and, Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreer ient. In the event of any such conflict, the provisions of this Agreement shall prevail. 4 wheeler/agree/master/O1/12/99