HomeMy WebLinkAboutReal Estate Option with SBE Financial Corp. for Purchase of recc-ding requested by: • • r7
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GUARDIAN TRUST DEED SERVICES
1570 East 17th Street, Suite E
Santa Ana, California 92701
NOTICE OF TRUSTEE'S SALE
GTD NO: 3742
RE: SBE Financial Corp.
YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED, February 5, 1985. UNLESS YOU TAKE
ACTION TO PROTECT YOUR PROPERTY, IT MAY BE SOLD AT A PUBLIC SALE. IF YOU NEED AN
EXPLANATION OF THE NATURE OF THE PROCEEDINGS ACAINS''.' C:_', `.'O:I jiI^v::i�il CONTACT
A LAWYER.
Victor DiStefano as duly appointed Trustee under the following described deed of trust WILL SELL AT
PUBLIC AUCTION TO THE HIGHFST BIDDER FOR CASH or as set forth in Section 2924h of the Civil
Code, all right, title and interest conveyed to and now held by it under said Deed of Trust in the
property hereinafter described:
TRUSTOR: SBE Financial Corporation, a California corporation
BENEFICIARY: Victor E. DiStefano and Diana K. DiStefano, husband and wife
RECORDED February 6, 1985 as Instrument Number 85-043737 of Official Records in the office of the
Recorder of Orange County.
Said Deed of Trust, describes the following property:
See attached Exhibit "A"
MAY ALSO BE KNOWN AS: 18196 Golden West Boulevard, Huntington Beach, CA
(If a street address or common designation is shown above, no warranty is given as to its completeness
or correctness).
The beneficiary under said Deed of Trust, by reason of a breach or default in the obligations secured
thereby, heretofore executed and delivered to the undersigned a written Declaration of Default and
Demand for Sale, and written notice of breach and of election to cause the undersigned to sell said
property to satisfy said obligations, and thereafter the undersigned caused said notice of breach and of
election to be Recorded March 3, 1987 as Instrument Number 87-114333 of said Official Records
Page 1 of 2
GUARDIAN TRUST DEED SERVICES 1570 EAST 17TH ST., SUITE E •SANTA ANA,CA 92701 • (714)547-7177
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�9= NOTICE OF TRUSTEES SALE
GTD NO. 3742
uW RE: SBE Financial Corp.
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Said sale will be made, but without covenant or warranty, express or implied, regarding title,
possession, or encumbrances to pay the remaining principal sum of the note(s) secured by said Deed of
Trust, with interest as in said note provided, advances, if any, under the terms of said Deed of Trust,
fees, charges and expenses of the Trustee and of the trusts created by said Deed of Trust.
Said sale will be held on THURSDAY, OCTOBER 1, 1987, AT 11:00 A.M., at the Concord Street
entrance to the building located at 1570 E. 17th Street, Santa Ana, California.
The total amount of the unpaid balance of the obligation secured by said property to be sold, together
with interest, late charges, and estimated costs, expenses, and advances, as of the date hereof, is
$2,112,900.12.
Date: SEPTEMBER 1, 1987 VICTOR DISTEFANO, AS SAID TRUSTEE
BY: GUARDIAN TRUST DEED SERVICES, a California
corporation, Agent
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BY:
TONI GALLINI, Assistant Secretary
1570 E. 17th Street, Suite E
Santa Ana, California 92701
(714) 547-7177
GUARDIAN TRUST DEED SERVICES 1570 EAST 17TH ST.,SUITE E 9 SANTA ANA,CA 92701 9(714)547.7177
EXHIBIT "A" • GTD 3742
Re: SBA: Financial Corp
LEGAL DESCRIPTION:
PARCEL 1 :
THE WESTERLY 290 FEET OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF
THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 35,
TOWNSHIP 5 SOUTH, RANGE 11 WEST, AS PER MAP RECORDED IN BOOK 51,
PAGE 13 OF MISCELLANEOUS MAPS. IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.
EXCEPT THE SOUTH 16 FEET.
PARCEL '2a
THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11
WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK
51 , PAGE 13 OF MISCELLANEOUS MAPS.
EXCEPTING THEREFROM THE SOUTHERLY 20 FEET.
PARCEL 3:
THE SOUTH 16 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER OF SECTION 35, TOWNSHIP 5 SOUTH, RANGE 11
WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK.
51 , PAGE 13 OF MISCELLANEOUS MAPS.
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REAL ESTATE OPTION AGREEMENT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
SBE FINANCIAL CORPORATION FOR PURCHASE OF
OCEANVIEW MUSHROOM GROWERS PROPERTY - PHASE II
TABLE OF CONTENTS
1. Real Estate Option Agreement
2. Exhibit A: Legal Description
3. Exhibit B: Purchase and Sale Agreement and
Escrow Instructions
4 . Exhibit A: Legal Description
5 . Exhibit B: Preliminary Title Report
6. Exhibit C: Escrow Instructions
7 . Exhibit D: Real Estate Option Agreement
8 . Exhibit A: Legal Description
9 . Exhibit B: Purchase and Sale
Agreement and Escrow Instructions
10. Exhibit A: Legal
Description
11 . Exhibit B: Preliminary
Title Report
12. Exhibit C: Escrow
Instructions
13. Exhibit C: Legal Description/Phase III
Property
14 . Exhibit E: Memorandum of Option
15. Exhibit A: Legal Description
16. Exhibit F: Ground Lease
17. Exhibit A: Legal Description
18. Exhibit G: Lease Memorandum
19. Exhibit A: Legal Description
20. Exhibit C: Legal Description/Phase I Property
REAL ESTATE OPTION AGREEMENT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
SBE FINANCIAL CORPORATION FOR PURCHASE OF
OCEANVIEW MUSHROOM GROWERS PROPERTY - PHASE II
1 . PARTIES
The parties to this Real Estate Option Agreement
("Agreement") are SBE Financial Corporation, a California
corporation ("Optionor") , and the City of Huntington Beach, a
municipal corporation of the State of California ("Optionee") .
2. RECITALS
This Agreement is made with reference to the
following facts :
a) Optionor owns fee title to that certain real
property described in Exhibit "A" attached hereto and
incorporated herein.
b) Optionee has informed Optionor that it intends
to acquire the Property, pursuant to its power of eminent
domain, absent satisfactory arrangements between Optionor and
Optionee for .acquisition by Optionee of the Property-in lieu of
eminent domain proceedings.
c) Optionor and Optionee deem it to be in their
mutual best interests to enter into this Agreement in
connection with Optionee ' s acquisition of the Property.
3. OPTION
3. 1 Option. For good and valuable consideration and
the sum of $10.00, receipt of which is hereby acknowledged,
Optionor does hereby grant to Optionee the option (the
"Option") to purchase the Property pursuant to the terms of
that certain Purchase and Sale Agreement and Escrow
Instructions (the "Purchase Agreement") a copy of which is
attached hereto at Exhibit "B" .
3. 2 Option Period. The option period ("Option
Period") shall commence on the Effective Date (as defined
below) and shall terminate on the first of the following to
occur:
a) October 1 , 1985, if Optionee has not
purchased that certain real property described in Exhibit "C"
attached hereto and incorporated herein ("Phase I Property")
pursuant to that certain Purchase and Sale Agreement and Escrow
Instructions dated August 5, 1985 between Optionor, as seller,
and Optionee, as buyer ("Phase I Agreement") ; or
b) July 1 , 1986, if Optionee has purchased the
Phase I Property pursuant to the Phase I Agreement.
3 .3 Exercise. Optionee may exercise the Option only
if Optionee has acquired fee title to the Phase I Property
pursuant to the Phase I Agreement. So long as the foregoing
condition has been satisfied, Optionee may exercise the Option
by delivering, no earlier than May 1 , 1986 and no later than
July 1 , 1986, to Optionor written notification that Optionee
intends to exercise the Option. Within three (3) business days
of receipt of such notice, Optionor shall deliver to Optionee
three (3) copies of the Purchase Agreement originally executed
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by Optionor. Within three (3) business days of receipt of
three (3) copies of the Purchase Agreement executed by Option-
or, Optionee shall execute all three (3) copies and thereupon
deliver one such fully executed Purchase Agreement to Optionor
and one to Escrow Holder (as such term is defined in the
Purchase Agreement) .
3. 4 Termination. If Optionee fails to exercise the
Option during the Option Period pursuant to the terms of
Section 3. 3 above, this Agreement shall immediately terminate
without notice to Optionee and be null and void and be of no
force and effect, in which event Optionee shall, upon the
written request of Optionor, execute, acknowledge and deliver
to Optionor a standard form.
3.5 Covenants Regarding Encumbrances. During the
term of this Option, Optionor agrees that it shall keep current
all payments owing in connection with liens and encumbrances
(pursuant to the terms thereof) on the Property and Optionor
agrees not to encumber further the Property without the prior
written consent of Optionee which shall not be withheld
unreasonably.
4. NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval, consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
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prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Optionor is:
SBE FINANCIAL CORPORATION
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
With a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
and the address of Optionee is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
with a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
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5. GENERAL PROVISIONS
5 . 1 Assignment and Modifications. Optionee
shall not assign its duties, rights or obligations hereunder
and any attempt to do so shall be null and void; notwithstand-
ing the foregoing, Optionee shall be entitled to assign its
duties, rights and obligations hereunder to a governmental
agency, but such assignment shall not relieve Optionee of its
duties and obligations hereunder. If such governmental agency
assigne exercises the Option, Optionee shall nevertheless be
primarily liable under the Purchase Agreement. This Agreement
may not be modified or amended except by a written agreement
signed by Optionor and Optionee and only to the extent set
forth in such a writing.
5. 2 Attorneys ' Fees. In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred,
(including, without limitation, actual attorneys' fees
incurred) , in addition to all other relief and remedies to
which the prevailing party may be entitled.
5. 3 Further Assurances. From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
5. 4 Successors. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and (to the extent permitted hereunder) assigns of the parties.
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5.5 Executed Counterparts. This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
5 . 6 Section Headings . The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
5 . 7 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
5. 8 Severability. In the event that any of the
provisions , or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
5. 9 Exhibits. Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
5. 10 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
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representation or promise (oral or written) made by .any party,
or by or to any employee , officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
5 . 11 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
5 . 12 Recordation. A memorandum of this
Agreement may be recorded upon the request of either party.
6 . Execution.
This Agreement is executed and effective this
5th day of August, 1985 (the "Effective Date") at Orange
County, California.
Optionee :
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
(Signature is Continued on Page 8)
7
Attest: igr etas to Form:
�D ty C erk City Attorney
Recorde and Approved: in* �n "A rov
City AdministratorChief o A s ative
Services
Optionor:
SBE Financial Corporation,
a California corporation
By-:-
I s:
TKB785N 8
8/5/85
EXHIBITS
A. Legal Description
B. Purchase Agreement
C. Legal Description/Phase I Property
Exhibit •A•
PARCEL 1:
The South half of the Southwest quarter of the Abrthwest quarter of the Northwest
quarter of Section 35, Tovmishlp 5 South, Range It West, as per Map recorded in Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2:
The South one4olf of the Northwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California
Excepting therefrom an undivided 24128ths Interest in mineral rights 500 feet below the
surface of said land, but witho ll the right of entry or any right an the surface or within
500 feet of the surface of said land, as reserved In deeds of record.
PARCEL 3: i
The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range 11 West, in the Rancho
Las Bolsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, records
of Orange County, California
EXHIBIT "A"
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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
BETWEEN THE CITY OF HUNTINGTON BEACH AND
SBE FINANCIAL CORPORATION FOR PURCHASE OF
OCEANVIEW MUSHROOM GROWERS PROPERTY - PHASE II
1 . PARTIES
The parties to this Purchase and Sale Agreement and
Escrow Instructions ("Agreement") are SBE FINANCIAL
CORPORATION, a California corporation ("Seller") , and the CITY
OF HUNTINGTON BEACH, a municipal corporation of the State of
California ("Buyer") .
2. DEFINITIONS
For the purposes of this Agreement, the term:
(a) "Close of Escrow" means the date on which all
documents delivered to Escrow Holder that should be recorded
are recorded in the appropriate county offices;
(b) "Escrow" means the escrow established with
Escrow Holder as set forth in this Agreement;
(c) "Escrow Holder" or "Title Company" means Orange
Coast Title Company, Santa Ana, California.
(d) "Property" means that certain real property
which consists of approximately 7. 26 acres of land located in
the City of Huntington Beach, County of Orange, State of
California, described in Exhibit "A" attached hereto, and all
of Seller ' s rights and interests (including mineral, gas and
oil rights and interests) appurtenant thereto;
(e) "Closing Date" means August 1 , 1986 or an
earlier date as may be mutually agreed upon by Buyer and
Seller.
(f) "Permitted Title Exceptions" means all of those
covenants, conditions, restrictions, rights of way, easements,
reservations and other matters of record disclosed in that
certain preliminary title report (No. 99797-5) dated May 1,
1985 ("Report") and issued by Title Company other than
Exceptions Nos. 14 and 15 which secure the payment of money. A
copy of the Report is attached hereto, marked Exhibit "B" and
incorporated herein.
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3. RECITALS
This Agreement is made with reference to the
following facts:
(a) Seller owns fee title to the Property.
(b) Buyer has informed Seller that it intends to
acquire the Property, pursuant to its power of eminent domain,
absent satisfactory arrangements between Buyer and Seller for
acquisition by Buyer of the Property in lieu of eminent domain
proceedings.
(c) Buyer and Seller deem it to be in their mutual
best interests to enter into this Agreement in connection with
Buyer' s acquisition of the Property.
4. PURCHASE PRICE
4 . 01 Total Purchase Price. Subject to and in
accordance with the terms and conditions of this Agreement,
Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, fee simple title to the Property for a total
consideration of $2, 200, 000. 00 (the "Purchase Price") , which
sale shall be consummated through the Escrow, as set forth
herein.
4 . 02 Payment of Purchase Price. The Purchase
Price shall be payable as follows:
a. Initial Deposit. Buyer shall deposit
the sum of $25, 000.00, representing the amount of the Deposit
(as defined below) , at the time and in the manner specified in
Section 4. 03 below.
b. Remaining Payment. Buyer shall
deposit in Escrow, prior to the Close of Escrow, an amount in
cash or cashier' s check equal to $2, 175,000.00 which is the
Purchase Price less the Deposit ("Remaining Cash Payment") .
4.03 Deposit. Within three (3) business days of
the execution of this Agreement by both parties, Buyer shall
cause the Escrow to be opened with Escrow Holder and, con-
currently therewith, shall deposit with Escrow Holder the
amount of $25, 000. 00 (the "Deposit") . The Deposit shall be
held by Escrow Holder and disbursed to Seller or returned to
Buyer pursuant to the terms of this Agreement.
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5. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the
execution of this Agreement by Seller, the delivery hereof by
Seller to Buyer, Seller' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Seller.
6. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the
execution of this Agreement by Buyer, the delivery hereof by
Buyer to Seller, Buyer' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Buyer.
7. ESTABLISHMENT OF ESCROW
Upon execution of this Agreement by Buyer and Seller,
Buyer shall cause an originally executed copy of this Agreement
to be deposited with Escrow Holder. The provisions of this
Section 7 and Sections 8, 9, and 10 of this Agreement together
with the general provisions of the standard form escrow
instructions of Escrow Holder which are attached hereto at
Exhibit "C" , to the extent not in conflict with the provisions
of this Agreement, shall constitute the full and complete form
of escrow instructions to Escrow Holder.
8. ESCROW INSTRUCTIONS
8.01 Duties of Seller. Seller agrees:
(a) To execute, acknowledge, and deliver
to Escrow Holder, in recordable form, before the Closing Date,
a grant deed (the "Deed") in usual form conveying the Property
to Buyer;
(b) To obtain, on or before the Closing
Date,- a commitment by Title Company to issue a CLTA Standard
Coverage Policy (the "Title Insurance Policy") in the amount of
the Purchase Price showing fee title vested in Buyer subject
only to the Permitted Exceptions;
(c) To execute or cause to be executed,
have acknowledged and delivered, as appropriate, such
additional documents and instruments as may be necessary or
3
appropriate to consummate the transactions contemplated by this
Agreement including, without limitation, the Option, Memoran-
dum (in recordable form) , Lease and Memorandum (in recordable
form) , (all as defined below) ;
(d) To deliver possession of the Property
to Buyer at the Close of Escrow and free of the possessary
interests of tenants on the Non-Lease Property (as defined
below) ; and
(e) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8 . 02 Duties of Buyer. Buyer agrees:
(a) To deposit with Escrow Holder the
Deposit within the time provided at Section 4.03 above;
(b) To deposit with Escrow Holder no later
than the day before Close of Escrow the Remaining Cash Payment;
(c) To execute, have acknowledged and
deliver to Escrow Holder as appropriate such additional
documents and instruments as may be necessary or appropriate to
consummate the transaction contemplated by this Agreement
including, without limitation, the Option, Memorandum (in
recordable form) , Lease and Lease Memorandum (in recordable
form) ;
(d) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8 .03 Duties of Escrow Holder. Escrow Holder
shall:
(a) Hold all documents, instruments and
cash delivered to it in accordance with the terms of this
Agreement;
(b) Have, and be subject to, all of those
rights, duties, privileges and immunities set forth in the
standard printed escrow instructions used by Escrow Holder,
which are attached hereto at Exhibit "C" , except insofar as
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such instructions are inconsistent with the terms or conditions
of this Agreement in which case this Agreement shall take
precedence over such inconsistent provisions in the
instructions; and
(c) When each of the conditions of closing
set forth in Section 10 below have been satisfied or waived by
the parties in writing delivered to Escrow Holder, record in
the appropriate offices the Deed, the Memorandum and any other
instruments or documents that should be recorded, and promptly
thereafter deliver all documents, instruments, and cash then
held by Escrow Holder to the parties entitled thereto, includ-
ing, but not limited to, the following:
(i) To Seller, the Option and Lease
executed by Buyer and the Purchase Price less (1) Seller' s
share of Closing Costs (as defined below) and other debits from
Seller' s account necessary to effect prorations between Buyer
and Seller of certain items, both as set forth in Section 9
below, and (2) such other amounts as are appropriate to
accomplish the purposes of this Agreement;
(ii) To Buyer, the Option and Lease
executed by Seller and the Deed, Memorandum and Lease Memor-
andum after they have been recorded; and
(iii) To any other person or entity,
the money, documents and/or instruments necessary to satisfy
the requirements of this Agreement.
9. PRORATIONS AND CLOSING COSTS
9 . 01 . Prorated Expenses. Escrow Holder shall
prorate, on the basis of a thirty (30) day month, between
Seller and Buyer, as of the Close of Escrow, real property
general and special taxes, if any, respecting the Property.
9 . 02 Closing Costs. All closing costs (the
"Closing Costs") attributable to the sale of the Property, as
determined by Escrow Holder, for which the responsibility of
payment is not specifically provided for herein shall be
apportioned between Buyer and Seller in accordance with the
usual practices in Orange County, California in the case of
sales of this type. The premium for the Title Insurance Policy
shall be paid by Seller. Any recording costs for the Deed and
any documentary transfer taxes shall be paid by Seller. Buyer
and Seller shall share equally Escrow Holder ' s fees.
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10 . CONDITIONS OF CLOSING
The Close of Escrow shall be contingent upon the
following conditions:
(a) That Title Company is committed to issue or
shall issue to Buyer the Title Insurance Policy with a
liability limit equal to the Purchase Price and showing fee
title to the Property vested in Buyer free of all exceptions to
title, excepting only:
1 . The Permitted Title Exceptions;
2. Current and non-delinquent general and
special real property taxes.
(b) All other documents, instruments and cash
required by this Agreement to be delivered to the Escrow Holder
have been so delivered.
(c) Seller shall have entered into an agreement
acceptable to Seller and the Federal Land Bank of Sacramento
whereby the Property shall be reconveyed free and clear of the
lien of the deed of trust described in the Report as Exception
No. 14 .
(d) Seller shall have entered into an agreement
acceptable to Seller and Victor E. DiStefano and Diana K.
DiStefano whereby the Property shall be reconveyed free and
clear of the lien of the deed of trust described in the Report
as Exception No. 15.
(e) Seller and Buyer shall have executed and
delivered counterparts of that certain option agreement and
memorandum thereof in the forms attached hereto at Exhibits "D"
and "E" respectively and incorporated herein by this reference
(the "Option" and "Memorandum" respectively) .
(f) Seller and Buyer shall have executed and
delivered counterparts of that certain lease agreement and
memorandum thereof in the forms attached hereto as Exhibits "F"
and "G" respectively, and incorporated herein by the reference
("Lease" and "Lease Memorandum" respectively) . As used herein,
the term "Non-Lease Property" shall mean that portion of the
Property which is not subject to the Lease.
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f
(g) Neither Buyer nor Seller shall have delivered to
Escrow Holder a written notice of cancellation of the Escrow
that has not thereafter been rescinded or cancelled; provided,
that nothing in this paragraph gives either party a right to
cancel this Escrow.
11 . DELAYED CLOSING
If Escrow Holder is unable to comply with the in-
structions contained in this Agreement on or prior to the
Closing Date (or an extension of such date that is executed by
both Buyer and Seller) Escrow Holder shall comply therewith,
and the Close of Escrow shall occur as soon thereafter as
possible unless a written notice of cancellation and a demand
for return of money or documents by Seller or Buyer is received
by Escrow Holder prior to the recording of any instrument which
is provided to be recorded under this Agreement. Nothing in
this paragraph shall be construed as giving either Buyer or
Seller a right to cancel the Escrow.
12. BROKERAGE COMMISSIONS
Buyer and Seller each represent and warrant to the
other that it has not dealt with any finders, real estate
brokers or salespersons in connection with the transaction
contemplated by this Agreement.
Each party agrees to indemnify and hold the other
party harmless from any and all liability, costs, damages and
expenses (including attorneys ' fees) incurred by the other
party by reason of the breach of the indemnifying party' s
representations and warranties under this Section 12.
13. POST CLOSING MATTERS
During the ninety (90) day period subsequent to the
Close of Escrow, Seller, at its sole cost, shall raze or cause
to be razed, all free standing buildings located at the
Non-lease Property and shall remove from the Non-lease Property
all of Seller' s farm equipment. Buyer may, at its election and
at its sole cost, provide to Seller as of the Close of Escrow,
equipment to demolish all concrete slabs and concrete
foundations on the Non-lease Property. If Buyer provides
equipment for demolishment of concrete slabs and concrete
foundations on the Non-lease Property as provided above, Seller
shall cause, within the ninety (90) days subsequent to the
Close of Escrow, at its sole cost, the concrete slabs and
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concrete foundations to be demolished and to be loaded on
vehicles for removal from the Non-Lease Property to a disposal
site, both the vehicles and site to be provided, at no cost to
Seller, by Buyer. For purposes of this Section 13, the term
"free-standing buildings" does not include oil wells or oil
well related equipment.
14. TIME IS OF THE ESSENCE
Buyer and Seller agree that time is of the essence of
this Agreement and each and every provision herein, including
but not limited to, the provisions concerning the Close of
Escrow and the provisions concerning payments and deposits by
Buyer.
15. NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval, consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Seller is:
SBE Financial Corporation
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
With a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
8
And the address of Buyer is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
With a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
Copies of all notices shall be delivered to Escrow
Holder whose address is:
Orange Coast Title Company
640 N. Tustin Avenue
Suite 106
Santa Ana, CA 92705
Attn: MaryAnn Gigure
16 . GENERAL PROVISIONS
16 . 01 Assignment and Modifications. Buyer may
assign all of its duties, rights and obligations hereunder with
the prior written approval of Seller, which approval shall not
be withheld unreasonably; provided, however, such assignment
shall not relieve Buyer of its duties and obligations
hereunder. This Agreement may not be modified or amended
except by a written agreement signed by Seller and Buyer and
only to the extent set forth in such a writing.
16.02 Attorneys ' Fees . In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred (including,
without limitation, actual attorneys ' fees incurred) , in
addition to all other relief and remedies to which the
prevailing party may be entitled.
16 . 03 Further Assurances. From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
9
16. 04 Form of Documents . All instruments and
other documents to be executed and delivered under this
Agreement by any party to any other party shall be in a form
satisfactory to the other party.
16. 05 Successors. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and assigns of the parties.
16 . 06 Executed Counterparts. This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
16. 07 Section Headings. The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
16. 08 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
16 . 09 Severability. In the event that any of the
provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
16 . 10 Exhibits. Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
16 . 11 . Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
10
16. 12 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
16. 13 Agreement Independent of Escrow. The
rights and obligations of each party herein set forth and
agreed to be undertaken have been made in and under this
Agreement, independent of Escrow Holder and the Escrow. If any
requirements relating to the duties of the Escrow Holder
hereunder are not acceptable to the Escrow Holder, or if the
Escrow Holder requires additional instructions, the parties
agree to make such deletions, substitutions and additions to
this Agreement or subsequent amendments to this Agreement as
may be reasonably required by Escrow Holder if the same can be
done without altering the basic terms and conditions of this
Agreement.
17. EXECUTION
This Agreement is executed as of this day of
198 , in Orange County, California.
11
"SELLER"
SBE FINANCIAL CORPORATION,
a California corporation
By:
Its:
"BUYER"
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
TKB145K &` 12
7/14/85
EXHIBITS
A. Legal Description
B. Preliminary Title Report
C. Escrow Instructions
D. Option
E. Memorandum
F. Lease
G. Lease Memorandum
Exhibit "A"
PARCEL 1:
The South holf of the Southwest quarter of the Northwest quarter of the Northwest
quartet of Sectlon 35, Toymship 5 South, Range 11 West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South Ib feet also except the Westerly 290 feet thereof.
PARCEL L
The South one-half of the Wrthwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range II West, In the Rancho Las Bolsas, as
shown on a Map recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California.
Excepting therefrom an undivided 24j28ths interest In mineral rights 500 feet below the
surface of said tared, but without the right of entry or any right on the surface or within
S00 feet of the surface of said land, as reserved In deeds of record.
PARCEL 3:
The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range it West, In the Rama
Lass Bolsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, records
of Orange County, California.
I
i
EXIiIBIT "A"
ORANGE NOAST TITLESCOMPANY
L_P�.O. BOX 11825 ❑939 W. FOOTHILL BLVD.
SANTA ANA.CA 92711 UPLAND CA 91766
(714) $58-2836 (714)981.5708
❑ORANGE COAST TITLE COMPANY OF RIVERSIDE
3773 UNIVERSITY AVE. • P.O. BOX 1326
RIVERSIDE. CA 92501 • (714) 781-6500 ZENITH 7-6500
PRELIMINARY REPORT
KADISON, PFAELZER, WOODARD,
QUINN AND ROSSI
13DI Dove 0 500
Newport Beach, CA
Date April 29, 1985 Attention: Tom Brown Your No. Mushroom Farm Phase II
Our No. "797-5
Dated as of April 24 19_Eat 7:30 A.M.
In response to the above referenced application for a policy of title insurance, the insurer
hereby reports that it is prepared to issue, or cause to be issued,as the date hereof,a Policy or Policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or refer-
red to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Condi-
tions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in.
Schedule I and Schedule I (continued) attached. Copies of the Policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto)is issued solely for the purpose of facilitating
the issuance of a policy of title insurance and no liability is assumed her If it is desir d that lia-
bility be assumed prior to the issuance of a policy of title insurance,a Bi de or Commit e, , shout
be requested.
4zvY ie Officer
PAM PARKER
The form of policy of title insurance contemplated by this report is:
•a California Land Title Assoclation Standard Coverage Policy - 1973,owners policy."
The estate or interest in the land hereinafter described or referred to covered by this Report is: a fee
Title to said estate or interest at the date hereof is vested in:
S B E FINANCIAL CORPORATION, A CALIFORNIA CORPORATION
EXHIBIT "B"
��
ORDER NO.
The land referred to in this Report is situated in the State of California,County of Orange
and is described as follows:
(See Exhibit "A")
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as
follows: A. General and Special Taxes for the fiscal year 19854986. A lien not yet payable.
B. Second Mstallment General and Special Taxes for the fiscal year 1984-19851
$538.07, plus penalty of $53.80, plus costs of $10.00. Code Area 04-010, Assessors
Parcel No. 111-071-05, Exemption None.
Affects Parcel 1.
C. Second Installment General and Special Taxes for the fiscal year 1984-1985,
$669.70, plus penalty of $66.97, plus costs of $10.00. Code Area 04-010, Assessors
Parcel No. 111-071-19, Exemption None.
Affects Parcel 2.
D. Second kistallment General and Special Taxes for the fiscal year 1984-1985, $69.75,
plus penalty of $6.97, plus costs of $10.00. Code Area 04-010, Assessors Parcel No.
111-071-29, Exemption None.
Affects Parcel 3.
E. Any additional amounts of general and special taxes which may be assessed by
reason of:
Exceptions Continued.» Page 2
(o) Reappraisal of the property values as of March I, 1975;
(b) improvements added subseWent to March I, 1975;
(c) Change of ownership subsequent to March 1, 1975;
(d) Any final judgment determining Article 13A as added to the Constitution of the
State of California, being invalid, unconstitutional, or having been improperly
applied.
F. The lien of supplemental taxes, If any, assessed pursuant to the provisions of
Chapter 498, Statutes of 1983 of the State of California.
I. The use and control of cienegas and natural streams of water, if any, naturally
upon, flowing across, into or by said Tract, and the rights of way, for and to
construct irrigation or drolnoge ditches through said Tract to irrigate or drain the
adjacent lar4 as reserved in deeds of record.
2. The reservation of the Westerly 30 feet of Parcels 2 and 3 for roads, railroads and
ditches and the use and control of cienegas and natural streams of water, if any,
naturally upon, flowing across, into or by said Tract, and the rights of way for and
to construct irrigation or drainage ditches through said Tract to irrigate or drain
the adjacent land, as contained in deeds of record.
3. The rights of the owners of the other lands described in the community oil lease
dated August 10, 1920, recorded October 6, 1920, in Book 16, Page 303 and 308 of
! Leases, to share in the benefits from production of oil, gas and other hydrocarbon
substances from the land herein described, the rights of the lessee therein having
been terminated by an instrument recorded July 29, 1926 in Book 59, Page 290,
Leases.
i
i NOTE: The present ownership of sold leasehold and other matters affecting
i interest of lessee are not shown by this report.
I
4. An easement for rood and incidental purposes, as granted to the County of Orange
In the deed recorded In Book 237, Page 344, of Deeds.
Affects the West 30 feet of Parcels 2 and 3.
S. The right of way for pipe tines, telephone and telegraph lines, etc., as conveyed to
the Storxk3rd Oil Company by deed recorded December 9, 1920 in Book 380, Page
227 of Deeds,over Parce 12.
Sold lines to be laid an a strip of land I rod wide the Westerly boundary of which is
a line East of, parallel with and 10 feet distant from the Westerly boundary line of
sold section. Said strip extends from the i�brtheriy to the Southerly line of said
Parcel. Also reciting the right to lay additional lines, recorded December 99 1920
in Book 380, Page 227 of Deeds.
Exceptions Continued... Page 3
Nate: A consent for tight of way of said lines was executed by Shell Oil Company
by instrument recorded May 2791924 In Book 524, Pope 324 of Deeds.
6. The right of way for pipe lines, telegraph and telephone poles as conveyed by date
Hilton and husband and Herbert Krahling and wife to the Standard Oil Company by
deed recorded December 13, 1920 In Book 380, Page 268 of Deeds.
Affects Parcel 3.
7. A 50% reservation of the net land owner's royalties of all oil, gas, asphaltum and
hydrocarbon substances or the proceeds thereof, which may be produced from or
under said land, as reserved by various deeds of record.
Affects Parcel 3.
8. An easement for pipe lines and pole tines and incidental purposes, as provided in an
Instrument recorded In Book 381, Page 88 of Deeds.
9. An oil and gas lease covering Parcel 2 and other land dated August 12, 1940,
executed by J. Ed Huston and others, as lessors, and West American Oil Company,
as lessee, recorded February 24, 1941 in Book 1083, Page 93 of Official Records, and
re-recorded February 10, 1942 in Book 1132, Page 110 of Official Records, to which
record reference Is made for full particulars.
An undivided 2/5ths of the lessee's interest in and to said leasehold estate was
assigned to Etienne Lang by assignment recorded March 2, 1945 In Book 1300, Page
385 of Official Records.
Note: Recorded Febuary 8, 1947 in Book 1473, Page 300 of Official Records is a
certified copy of the Decree of Distribution In the matter of the estate of Jean
Etienne Lang, also known as Etienne Lang, deceased, Case No. 239 788 In the
Superior Court, Lays Angeles County, distributing an undivided 1/10 Interest In the
Ieasehold estate created under said lease to Gladys T. Lang, Serge Robert Lang,
Jacquest Wolter Long and Nadine Helene Lang, as their separate property, In equal
shares, said distributees also being the ornnlbus distributees thereunder.
The Lessee's interest in and to sold leasehold estate Is abject to the following
natters:
A. An undivided 1-2/3rd% overriding royalty of all oil and gas owned by Harold C.
Morton and Dorothy F. Morton, husband and wife, as disclosed by the above
rnent Toned assignment recorded in Book 1300, Page 385 of Off Icial Records.
8. An unrecorded contract dated January I, 1961 by and between West American
Oil Company and Stondard Oil Company of California, Western Operations, Inc.,
relating to the sale of oil from said land, a Notice of which was recorded March 159
1961 in Book 5657, Page 1132 of Off ficial Records.
Exceptions Continued... Page 4
Note: The interest of Standard Oil Company of California, Western Operations,
k-,c., has passed to Chevron U.S.A. tnc., a California corporation.
C. Recorded May 24, 1978 in Book 1268% Page 586 is a Gultclaim Deed from West
American Oil Company quitclaiming that certain Oil and Gas Lease dated August
12, 1940, recorded February 24, 1941 in Book 1083, Page 93 of Official Records and
re-recorded February 10, 1972 In Book 1134, Page 110 of Official Records of sold
County, and all amendments and modifications thereof and supplements thereto
insofar as they affect the above described property, together with any restrictioru
agoinst drilling for oil on said property, and any easements a charge thereon
according to the provisions of said lease.
10. Any easements and rights of way remaining a charge an sold land according to the
provisions of the Oil and Gas Lease recorded July 3, 1953, in Book 2534, Page 562
of Official Records, the herein described land having been released from said Lease
by deed recorded May 12, 1954, In Book 2727, Page 13 of Official Records.
11. An easement for public utilities and incidental purposes, as granted to Southern
i California Edison Company, a corporation, in deed recorded in Book 2808, Page 595
of Official Records, along the Southerly 10 feet of Parcel 1.
12. An easement for public utilities and incidental purposes, as granted to Southern
California Edison Company, a corporation, in deed recorded in Book 9633, Page 155,
of Official Records, along a portion of sold land.
i
13. The terms, provisions, conditions of a Joint Use Agreement between Standard Oil
Company of California, a corporation and the City of Huntington Beach recorded
November 29, 1971, In Book 9905, Page 115 of Official Records.
Affects Parcel I.
14. A Deed of Trust to secure an indebtedness of $1,360,000.00, and any other amounts
payable under the terms thereof, recorded July 21, 1983, as Instrument W. 83-
1129931, Official Records. -
Dated: June 21, 1983.
Trustort Victor E. Di Stefano and Diana K. Di Stefano, husband and
rife, as community property (Victor E. Di Stefano, also known
as Victor Di Stefano and Diana K. Di Stefano, also known as
Diane Di Stefano).
Trustee: Federal Land Bank of Sacramento, o eorparatlo u
Beneflclarys Federal Land Bank of Sacramento, a corporation.
Affects this and other property.
0 •
Exceptions Continued— Page S
IS. A Deed of Trust to secure an indebtedness of 53,433,010.00, and any other amounts
payable under the terms thereof, recorded February 6, 1985, as Instrument No. 85-
043737, Official Records.
Dated: February 5, 1985.
Trustor: SBE Financial Corporation, a California corporation.
Trustee: First American Title Insurance Company, a California
corporation.
Beneficiary: Victor E. DiStefano and Diana K. SiStefano, husband and wife.
Af f ects this and other property.
PP:dp (42)
Policy Rate: 80%
Enclosures: Plats
Exhibit •A"
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range II West, as per Map recorded in Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2:
The South one-half of the Northwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California
Excepting therefrom an undivided 24J28ths interest in mineral rights 500 feet below the
surface of said land, but without the right of entry or any right an the surface or within
SW feet of the surface of said land, as reserved in deeds of record.
PARCEL 3:
The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range II West, in the Rancho
Las Bolsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, records
of Orange County, California.
SCHEDULE I
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1973
SCHEDULE B
This policy does not insure against loss or damage,nor against costs,attorneys'fees or expenses,any or all of which arise
by reason of the following:
Part 1
1. Taxes or assessments which are not shown as existing 7. Any law,ordinance or governmental regulation onclud.
liens by the records of anj taxing authority that levies ling but not limited to building and zoning ordinances)
taxes or assessments on real property or by the public restricting or regulating or prohibiting the occupancy. use
records. or enjoyment of the land, or regulating the character,
Proceedings by a public agency which may result in dimensions or location of any improvement now or here"
taxes or assessments. or notices of such proceedings, after erected on the land. or prohibiting a sepa,alior•, in
whether or not shown by the records of such agency or by ownership or a reduction in the dimensions or area of the
the public records. land. or the effect of any violation of any such lap.. ordi
2. Any facts. rights. interests or claims which are not nance or governmental regulation.
Shown by the public records but which could be aster- 8. Rights of eminent domain or governmental ri7^.ts of
tamed by an inspection of the land or by making inquiry of police power unless notice of the exercise of such rights
persons in possession thereof. appears in the public records.
3 Easements, liens or encumbrances.or claims thereof. 9. Defects. liens,encumbrances,adverse claims.or oche,
which are not shown by the public records. matters (a) created. suffered.assumed or agreed to by, the
4. D screpancies.conflicts in boundary lines.shortage in insured claimant. (b) not shown by the public records and
area. encroachments. or any other facts which a correct not otherwise excluded from coverage but known to the
survey would disclose, and which are not shown by the insured claimant either at Date of Policy or at the dale such
public records. claimant acquired an estate or interest insured by this
5 (a) Unpatented mining claims. (b) reservations or policy or acquired the insured mortgage and not disclosed
exceptions in patents or in Acts authorizing the issuance in writing by the insured claimant to the Company prior to
thereof: (c) water rights. claims or title to water. the date such insured claimant became an insured here-
6. Any right, title, interest. estate or easement in land under: (c) resulting in no loss or damage to the insured
beyond the lines of the area specifically described or claimant: (d) attaching or created subsequent to Date of
referred to in Schedule A. or in abutting streets, roads. Policy: or (e) resulting in loss or damage which would not
avenues. alleys lanes. ways or waterways, but nothing in have been sustained if the insured claimant had been a pur-
this paragraph shall modify or limit the extent to which the chaser or encumbrancer for value without knowledge.
ordinary right of an abutting owner for access to a
physically open street or highway is insured by this policy.
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY-1979
EXCLUSIONS
In addition to the exceptions in Schedule B.you are not insured against loss,costs.attorneys'fees and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation.This includes
building and zoning ordinances and also laws and regulations concerning:
land use
improvements on the land
land division
environmental protection
This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it,unless a notice of taking appears in the public records on the Policy
Date.
3. Title Risks:
that are created,allowed, or agreed to by you
that are known to you, but not to us, on the Policy Date — unless they appeared in the public records.
that result in no loss to you
that first affect your title after the Policy Date — this does not limit the labor and material lien coverage in
Item 8 of Covered Title Risks
4. Failure to pay value for your title.
S. Lack of a right:
to any land outside the area specifically described and referred to in Item 3 of Schedule A
or
in streets,alleys,or waterways that touch your land.
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
SCHEDULE I (Con inued)o
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970
WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy:
1. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordi•
nances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibit.
ing a separation in ownership or a reduction in the dimensions or area of the land,or the effect of any viola-
tion of any such jaw,flrdrnance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appears in the public records at Date of Policy.
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 and not shown by the public records but known to
the insured claimant eithe7 at Date of Policy or at the date such claimant acquired an estate or interest
insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claim-
ant to the Company prior to the date such insured claimant became an insured hereunder. (c)resulting in
no loss or damage to the insured claimant;(d)attaching or created subsequent to Date of Policy(except to
the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent
insurance is afforded herein as to assessments for street improvements under construction or completed
at Date of Policy).
4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of
any subsequent owner of the indebtedness to comply with applicable"doing business"laws of the state in
which the land is situated.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B-1970
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
1. Any law, ordinance or governmenta; regulation (including but not limited to building and zoning ordi-
nances)restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land.or prohibit-
ing a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any
violation of any such law, ordinance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appear in the public records at Date of Policy.
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 and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest by
this policy and not disclosed in writing by the insured claimant to the Company prior to the date such
insured claimant became an insured hereunder.(c)resulting in no loss or damage to the insured claimant;
(d)attaching or created subsequent to Date of Policy;(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.
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GENERAL PROVISIONS
1. Make aft adjustments and prorations on the basis of a 30-day month.'Cbm of Escrow"is
the day instruments are recorded. All documents and funds due the respective parties herein are to
be mailed to the addresses set out below their respective signatures, unless otherwise instructed.
pur signatures on any documents and instructions pertaining to this escrow indicate our uncondi-
tional approval of same.
a No examination or insuranoe as to the amount or payment of real or personal property taxes
is t .Auired unless the real property tax is payable on or before the date of the policy Of title
insurance.
6. seller guarantees and you shalt be fully protected in assuming that, as to any insuranoe
polices handed you, each policy is in force, has not been hypothecated and that all necessary
premiums therefor have been paid.You will, as my agent,assign any fire insurance handed you for
usa.n this escrow.
4. It conflicting demands are made or notice served upon You or legal action taken in
connection with this escrow you shall not be required to determine the same or take any action in the
premises,but may withhold and stop all further proceedings without Lability therefor,or you may file
suit in interpleader or for declaratory relief. K you are required to respond to any legal summons or
proceedings or fl any action of interpteader or declaratory relief is brought by you, we Jointly and
severally agree to pay all costs,expenses and reasonable attorney's tees expended or incurred by
you,and a lien is hereby created in your company's favor to cover said items.We agree to save you
harmless as escrow holder hereunder from all loss and expense, including reasonable attorneys
lees and court costs sustained by reason of any action, legal or otherwise, which may in any way
arise out of this escrow, before and after closing, notwithstanding anything in these instructions to
the contrary.
6. These instructions may be executed in counterparts, each of which shall be deemed an
original regardless of the date of its execution and delivery. All such counterparts together shall
constitute one and the same document. You are hereby given a lien upon all the rights, ttitle and
interest of each of the parties hereto in all escrowed documents, funds and other property, and all
monies or property for any and all expenses,attorney's tees,losses and other liabilities caused you
In this escrow.
6. The parties to these escrow instructions authorize you to destroy these instructions and at
other instructions and reoords in this escrow at any time after five (5) years from date of these
escrow instructions.
T. Time is of the essence of these instructions. K you are unable to comply with these
instructions on or prior to the date shown on reverse,you will comply as soon thereafter as possible
unless a written demand for return of money or instruments by a party to this escrow is received by
you subsequent to such date and prior to the recording of any instrument provided for herein.
e. 6 for any reason this escrow should be cancelled you are hereby authorized and directed to
use funds on deposit herein for payment of any charges herein Including but not limited to your
"noetlation be.
REAL ESTATE OPTION AGREEMENT
1 . PARTIES
The parties to this Real Estate Option Agreement
("Agreement") are SBE Financial Corporation, a California
corporation ("Optionee") , and the City of Huntington Beach, a
municipal corporation of the State of California ("Optionor") .
2. RECITALS
This Agreement is made with reference to the
following facts:
a) Optionor owns or is about to acquire fee title
to that certain real property described in Exhibit "A" attached
hereto and incorporated herein.
b) Optionor and Optionee deem it to be in their
mutual best interests to enter into this Agreement in
connection with Optionor granting to Optionee the right, under
certain circumstances, to acquire the Property.
3 . OPTION
3 . 1 Option. For good and valuable consideration and
the sum of $10 .00, receipt of which is hereby acknowledged,
Optionor does hereby grant to Optionee the option (the
E'p 9"°``Y
"Option") to purchase the Property pursuant to the terms of
that certain Purchase and Sale Agreement and Escrow
Instructions (the "Purchase Agreement") a copy of which is
attached hereto at Exhibit "B" .
3.2 Option Period. The option period ("Option
Period") shall commence on the Effective Date (as defined
below) and shall terminate on October 31, 1987.
3.3 Exercise. Optionee may exercise the Option only
if Optionee has failed timely to acquire fee title to that
certain real property described in Exhibit "C" attached hereto
and incorporated herein ("Phase III Property") pursuant to that
certain Real Estate Option Agreement ("Phase III Agreement")
dated , 1985, between Optionor, as optionee and
Optionee, as optionor, and that certain Purchase and Sale
Agreement and Escrow Instructions attached as Exhibit "B" to
the Phase III Agreement. So long as the foregoing condition
has been satisfied, Optionee may exercise the Option by
delivering, no earlier than August 2, 1987 and no later than
October 31, 1987, to Optionor three (3) copies of the Purchase
Agreement originally executed by Optionee. Upon receipt of
three (3) copies of the Purchase Agreement, Optionor shall
immediately execute all three (3) copies and immediately
2
deliver one such fully executed Purchase Agreement to Optionee
and one to Optionee for delivery to Escrow Holder (as such term
is defined in the Purchase Agreement) .
3.4 Termination. If Optionee fails to exercise the
Option during the Option Period pursuant to the terms of
Section 3.3 above, this Agreement shall immediately terminate
without notice to Optionee and be null and void and be of no
force and effect, in which event Optionee shall, upon the
written request of Optionor, execute, acknowledge and deliver
to Optionor a standard form.
4. NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval, consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Optionee is:
SBE FINANCIAL CORPORATION
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
3
• •
with a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
and the address of Optionor is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
with a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
5. GENERAL PROVISIONS
5. 1 Assignment and Modifications. Optionee
may assign its duties, rights or obligations hereunder with the
prior written consent of Optionor which consent shall not be
withheld unreasonably. This Agreement may not be modified or
amended except by a written agreement signed by Optionor and
Optionee and only to the extent set forth in such a writing.
4
5. 2 Attorneys ' Fees. In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred,
(including, without limitation, actual attorneys' fees
incurred) , in addition to all other relief and remedies to
which the prevailing party may be entitled.
5.3 Further Assurances. From time to time each
party will execute and deliver such further instruments and ,
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
5.4 Successors. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and (to the extent permitted hereunder) assigns of the parties.
5. 5 Executed Counterparts. This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
5.6 Section Headings. The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
5.7 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
5
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
5.8 Severability. In the event that any of the
provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
5.9 Exhibits. Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
5. 10 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
5. 11 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
6
6. Execution.
This Agreement is executed and effective this
day of , 198_ (the "Effective Date") at Orange
County, California.
Optionor:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Optionee:
SBE Financial Corporation,
a California corporation
By:
Its:
TKB1450 7
7/15/85
EXHIBITS
A. Legal Description
B. Purchase Agreement
C. Legal Description/Phase III Property
PARCEL Iz
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range II West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
E4-;i"DtT
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
1 . PARTIES
The parties to this Purchase and Sale Agreement and
Escrow Instructions ("Agreement") are SBE FINANCIAL
CORPORATION, a California corporation ("Buyer") , and the CITY
OF HUNTINGTON BEACH, a municipal corporation of the State of
California ("Seller.") .
2. DEFINITIONS
For the purposes of this Agreement, the term:
(a) "Close of Escrow" means the date on which all
documents delivered to Escrow Holder that should be recorded
are recorded in the appropriate county offices;
(b) "Escrow" means the escrow established with
Escrow Holder as set forth in this Agreement;
(c) "Escrow Holder" or "Title Company" means Orange
Coast Title Company, Santa Ana, California.
(d) "Property" means that certain real property
which consists of approximately 2.47 acres of land located in
the City of Huntington Beach, County of Orange, State of
California, described in Exhibit "A" attached hereto, and all
of Seller' s rights and interests (including mineral, gas and
oil rights and interests) appurtenant thereto;
(e) "Closing Date" means December 1 , 1987 or an
earlier date as may be mutually agreed upon by Buyer and
Seller.
(f) "Permitted Title Exceptions" means all of those
covenants, conditions, restrictions, rights of way, easements,
reservations and other matters affecting the Property of record
disclosed in that certain preliminary title report (No.
99797-5) dated May 1 , 1985 ("Report") and issued by Title
Company other than Exceptions Nos. 14 and 15 which secure the
payment of money. A copy of the Report is attached hereto,
marked Exhibit "B" and incorporated herein.
3 . RECITALS
This Agreement is made with reference to the
following facts:
(a) Seller owns fee title to the Property-
(b) Buyer desires to acquire fee title to the
Property.
(c) Buyer and Seller deem it to be in their mutual
best interests to enter into this Agreement in connection with
Buyer ' s acquisition of the Property.
4 . PURCHASE PRICE
4 .01 Total Purchase Price. Subject to and in
accordance with the terms and conditions of this Agreement,
Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, fee simple title to the Property for a total
consideration of $748, 485. 00 (the "Purchase Price") , which sale
shall be consummated through the Escrow, as set forth herein.
4 . 02 Payment of Purchase Price. The Purchase
Price shall be payable as follows:
a. Initial Deposit. Buyer shall deposit
the sum of $25,000.00 , representing the amount of the Deposit
(as defined below) , at the time and in the manner specified in
Section 4. 03 below.
b. Remaining Payment. Buyer shall
deposit in Escrow, prior to the Close of Escrow, an amount in
cash or cashier' s check equal to $723,485. 00 which is the
Purchase Price less the Deposit ("Remaining Cash Payment") .
4 .03 Deposit. Within three (3) business days of
the execution of this Agreement by both parties, Buyer shall
cause the Escrow to be opened with Escrow Holder and, con-
currently therewith, shall deposit with Escrow Holder the
amount of $25,000.00 (the "Deposit") . The Deposit shall be
held by Escrow Holder and disbursed to Seller or returned to
Buyer pursuant to the terms of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the
execution of this Agreement by Seller, the delivery hereof by
Seller to Buyer, Seller' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Seller.
2
6. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the
execution of this Agreement by Buyer, the delivery hereof by
Buyer to Seller, Buyer 's performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Buyer.
7. ESTABLISHMENT OF ESCROW
Upon execution of this Agreement by Buyer and Seller,
Buyer shall cause an originally executed copy of this Agreement
to be deposited with Escrow Holder. The provisions of this
Section 7 and Sections 8 , 9, and 10 of this Agreement together
with the general provisions of the standard form escrow
instructions of Escrow Holder which are attached hereto at
Exhibit "C" , to the extent not in conflict with the provisions
of this Agreement, shall constitute the full and complete form
of escrow instructions to Escrow Holder.
8. ESCROW INSTRUCTIONS
8 . 01 Duties of Seller. Seller agrees:
(a) To execute, acknowledge, and deliver
to Escrow Holder, in recordable form, before the Closing Date,
a grant deed (the "Deed") in usual form conveying the Property
to Buyer;
(b) To obtain, on or before the Closing
Date, a commitment by Title Company to issue a CLTA Standard
Coverage Policy (the "Title Insurance Policy") in the amount of
the Purchase Price showing fee title vested in Buyer subject
only to the Permitted Exceptions;
(c) To execute or cause to be executed,
have acknowledged and delivered, as appropriate, such
additional documents and instruments as may be necessary or
appropriate to consummate the transactions contemplated by this
Agreement;
(d) Subject to the terms of the Lease, to
deliver possession of the Property to Buyer at the Close of
Escrow; and
(e) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
3
every other agreement between the parties which is referred to
herein.
8. 02 Duties of Buyer. Buyer agrees:
(a) To deposit with Escrow Holder the
Deposit within the time provided at Section 4 .03 above;
(b) To deposit with Escrow Holder no later
than the day before Close of Escrow the Remaining Cash Payment;
(c) To execute, have acknowledged and
deliver to Escrow Holder as appropriate such additional
documents and instruments as may be necessary or appropriate to
consummate the transaction contemplated by this Agreement; and
(d) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8 . 03 Duties of Escrow Holder. Escrow Holder
shall:
(a) Hold all documents, instruments and
cash delivered to it in accordance with the terms of this
Agreement;
(b) Have, and be subject to, all of those
rights, duties, privileges and immunities set forth in the
standard printed escrow instructions used by Escrow Holder,
which are attached hereto at Exhibit "C" , except insofar as
such instructions are inconsistent with the terms or conditions
of this Agreement; and,
(c) When each of the conditions of closing
set forth in Section 10 below have been satisfied or waived by
the parties in writing delivered to Escrow Holder, record in
the appropriate offices the Deed and any other instruments or
documents that should be recorded, and promptly thereafter
deliver all documents, instruments, and cash then held by
Escrow Holder to the parties entitled thereto, including, but
not limited to, the following:
(i) To Seller, the Purchase Price
less (1) Seller's share of Closing Costs (as defined below) and
other debits from Seller's account necessary to effect
4
prorations between Buyer and Seller of certain items, both as
set forth in Section 9 below, and (2) such other amounts as are
appropriate to accomplish the purposes of this Agreement;
(ii) To Buyer, the Deed after it has
been recorded; and
(iii) To any other person or entity,
the money, documents and/or instruments necessary to satisfy
the requirements of this Agreement.
9. PRORATIONS AND CLOSING COSTS
9.01 Prorated Expenses. Escrow Holder shall
prorate, on the basis of a thirty (30) day month, between
Seller and Buyer, as of the Close of Escrow, real property
general and special taxes, if any, respecting the Property.
9. 02 Closing Costs. All closing costs (the
"Closing Costs") attributable to the sale of the Property, as
determined by Escrow Holder, for which the responsibility of
payment is not specifically provided for herein shall be
apportioned between Buyer and Seller in accordance with the
usual practices in Orange County, California in the case of
sales of this type. The premium for the Title Insurance Policy
shall be paid by Seller. Any recording costs for the Deed and
any documentary transfer taxes shall be paid by Seller. Buyer
and Seller shall share equally Escrow Holder ' s fees.
10. CONDITIONS OF CLOSING
The Close of Escrow shall be contingent upon the
following conditions:
(a) That Title Company is committed to issue or
shall issue to Buyer the Title Insurance Policy with a
liability limit equal to the Purchase Price and showing fee
title to the Property vested in Buyer free of all exceptions to
title, excepting only:
1 . The Permitted Title Exceptions;
2. Current and non-delinquent general and
special real property taxes.
(b) All other documents, instruments and cash
required by this Agreement to be delivered to the Escrow Holder
have been so delivered.
5
(c) Neither Buyer nor Seller shall have delivered to
Escrow Holder a written notice of cancellation of the Escrow
that has not thereafter been rescinded or cancelled; provided,
that nothing in this paragraph gives either party a right to
cancel this Escrow.
11 . DELAYED CLOSING
If Escrow Holder is unable to comply with the in-
structions contained in this Agreement on or prior to the
Closing Date (or an extension of such date that is executed by
both Buyer and Seller) Escrow Holder shall comply therewith,
and the Close of Escrow shall occur as soon thereafter as
possible unless a written notice of cancellation and a demand
for return of money or documents by Seller or Buyer is received
by Escrow Holder prior to the recording of any instrument which
is provided to be recorded under this Agreement. Nothing in
this paragraph shall be construed as giving either Buyer or
Seller a right to cancel the Escrow.
12 . BROKERAGE COMMISSIONS
Buyer and Seller each represent and warrant to the
other that it has not dealt with any finders, real estate
brokers or salespersons in connection with the transaction
contemplated by this Agreement.
Each party agrees to indemnify and hold the other
party harmless from any and all liability, costs, damages and
expenses (including attorneys ' fees) incurred by the other
party by reason of the breach of the indemnifying party' s
representations and warranties under this Section 12.
13. TIME IS OF THE ESSENCE
Buyer and Seller agree that time is of the essence of
this Agreement and each and every provision herein, including
but not limited to, the provisions concerning the Close of
Escrow and the provisions concerning payments and deposits by
Buyer.
14. NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval, consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
6
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Buyer is:
SBE Financial Corporation
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
with a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
and the address of Seller is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
with a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
Copies of all notices shall be delivered to Escrow
Holder whose address is:
Orange Coast Title Company
640 N. Tustin Avenue
Suite 106
Santa Ana, CA 92705
Attn: MaryAnn Gigure
7
• i
15. GENERAL PROVISIONS
15.01 Assignment and Modifications. Buyer may
assign all of its duties, rights and obligations hereunder with
the prior written approval of Seller, which approval shall not
be withheld unreasonably; provided, however, such assignment
shall not relieve Buyer of its duties and obligations
hereunder. This Agreement may not be modified or amended
except by a written agreement signed by Seller and Buyer and
only to the extent set forth in such a writing.
15. 02 Attorneys' Fees. In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred (including,
without limitation, actual attorneys ' fees incurred) , in
addition to all other relief and remedies to which the
prevailing party may be entitled.
15 . 03 Further Assurances. From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
15. 04 Form of Documents. All instruments and
other documents to be executed and delivered under this
Agreement by any party to any other party shall be in a form
satisfactory to the other party.
15.05 Successors . This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and assigns of the parties.
15. 06 Executed Counterparts. This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
15.07 Section Headings. The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
15.08 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
8
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
15.09 Severability. In the event that any of the
provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
15. 10 Exhibits. Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
15. 11 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
15. 12 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
15. 13 Agreement Independent of Escrow. The
rights and obligations of each party herein set forth and
agreed to be undertaken have been made in and under this
Agreement, independent of Escrow Holder and the Escrow. If any
requirements relating to the duties of the Escrow Holder
hereunder are not acceptable to the Escrow Holder, or if the
Escrow Holder requires additional instructions, the parties
agree to make such deletions, substitutions and additions to
this Agreement or subsequent amendments to this Agreement as
may be reasonably required by Escrow Holder if the same can be
done without altering the basic terms and conditions of this
Agreement.
9
• 0
16. EXECUTION
This Agreement is executed as of this day of
198 , in Orange County, California.
"SELLER"
SBE FINANCIAL CORPORATION,
a California corporation
By:
Its:
"BUYER"
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
TKB145P 10
8/5/85
EXHIBITS
A. Legal Description
B. Preliminary Title Report
C. Escrow Instructions
PARCEL Is
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range II West, as per Map recorded in Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 2% feet thereof.
EXHIBIT �_„
ORANGE OAST TITLE*COMPANY
E3V.0. BOX 11825 ❑939 W. FOOTHILL BLVD.
SANTA ANA. CA 92711 UPLAND CA 91786
(714) 558-2836 (714) 981-5708
❑ORANGE COAST TITLE COMPANY OF RIVERSIDE
3773 UNIVERSITY AVE. • P.O. BOX 1326 _
RIVERSIDE. CA 92501 • (714) 781-6500 ZENITH 7-6500
PRELIMINARY REPORT
KADISON, PFAELZER, WOODARD,
QUINN AND ROSSI
1301 Dove #500
Newport Beach, CA
Date April 29, 1995 Attention: Tom Brown Your No. Mushroom Farm Phase H
Our No. "797-5
Dated as of April 24 19_a i 7:30 A.M.
In response to the above referenced application for a policy of title insurance, the insurer
hereby reports that it is prepared to issue, or cause to be issued, as the date hereof, a Policy or Policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or refer-
red to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Condi-
tions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in
Schedule I and Schedule I (continued) attached. Copies of the Policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating
the issuance of a policy of title insurance and no liability is assumed here If it is desir d that lia-
bility be assumed prior to the issuance of a policy of title insurance,a Bi de or Commit e t shoul
be requested.
le Officer
PAM PARKER
The form of policy of title insurance contemplated by this report is:
•a California Land Title Association Standard Coverage Policy - 1973,owner's policy"
The estate or interest in the land hereinafter described or referred to covered by this Report is: a fee
Title to said estate or interest at the date hereof is vested in:
S B E FINANCIAL CORPORATION, A CALIFORNIA CORPORATION
EXHIBIT "B"
7 --
ORDER NO.
The land referred to in this Report is situated in the State of California,County of Orange
and is described as follows:
(See Exhibit %A")
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as
follows: A. General and Special Taxes for the fiscal year 19854986. A lien not yet payable.
B. Second h stallment General and Special Taxes for the fiscal year 1984-1985,
$538.07, P1us Penalty It of $53.8(1, plus costs of $10.00. Code
Area 04-010 Assessors
7 -05 Exemption Parcel No. 111-0 , t ion None.I P
Affects Parcel I.
C. Second Installment General and Special Taxes for the fiscal year
1�-Ie 9��
$669.70, plus penalty of $66.97, plus costs of $10.00. Code Area 04-0 ,
li Parcel No. 111-071-19, Exemption None.
Affects Parcel 2.
D. Second Installment General and Special Taxes for the fiscal year 1984-1985, $69.75,
plus penalty of $6.97, plus costs of $10.00- Code Area 04-010, Assessors Parcel W.
I11-071-29, Exemption tAx-*.
Affects Parcel 3.
E. Any additional amounts of general and special taxes which may be assessed by
reason of:
Exceptions Contim)edw Page 2
(a) Reappraisal of the property values as of March I, 1975;
(b) Improvements added subsequent to March I, 1975;
(c) Change of ownership subsequent to March 1, 1975;
(d) Any final judgment determining Article 13A as added to the Constitution of the
State of California, being invalid, unconstitutional, or having been improperly
applied.
F. The lien of supplementol taxes, if any, assessed pursuant to the provisions of
Chapter 498, Statutes of 1983 of the State of California.
I. The use and control of eienegas and natural streams of water, if any, naturally
upon, flowing across, into or by said Tract, and the rights of way for and to
construct irrigation or drainage ditches through said Tract to irrigate or drain the
odjocent land, as reserved in deeds of record.
2. The reservation of the Westerly 30 feet of Parcels 2 and 3 for roads, railroads and
ditches and the use and control of cienegas and natural streams of water, if any,
naturally upon, flowing across, into or by said Tract, and the rights of way for and
to construct irrigation or drainage ditches through said Tract to irrigate or drain
the adjacent land, as contained in deeds of record.
3. The rights of the owners of the other lands described in the community oil lease
dated August 10, 1920, recorded October 6, 1920, in Book 16, Page 303 and 308 of
Leases, to share in the benefits from production of oil, gas and other hydrocarbon
substances from the land herein described, the rights of the lessee therein having
been terminated by an instrument recorded July 29, 1926 in Book 59, Page 290,
Leases.
NOTEt The present ownership of said leasehold and other matters affecting
Interest of lessee are not shown by this report.
4. An easement for road and incidental purposes, as granted to the County of Orange
In the deed recorded in Book 237, Page 344, of Deeds.
Affects the West 30 feet of Parcels 2 and 3.
S. The right of way for pipe lines, telephone and telegraph lines, etc., as conveyed to
the Standard Oil Company by deed recorded December 9, 1920 In Book 380, Page
227 of Deeds, over Parcel 2.
Said lines to be laid on a strip of land I rod wide the Westerly boundary of which Is
a line East of, parallel with and 10 feet distant from the Westerly boundary line of
sold section. Said strip extends from the l�brtherly to the Southerly line of sold
Parcel. Also reciting the right to lay additional lines, recorded December 9, 1920
in Book 380, Page 227 of Deeds.
i • •
I
Exceptions Continued.« Page 3
Note: A consent for right of way of said lines was executed by Shell Oil Company
by instrument recorded May 27, 1924 in Book 524, Page 324 of Deeds.
6. The right of way for pipe lines, telegraph and telephone poles as conveyed by Vilate
Hilton and husband and Herbert Krahling and wife to the Standard Oil Company by
deed recorded December 13, 1920 in Book 380, Page 268 of Deeds.
Affects Parcel 3.
i
7. A 50% reservation of the net land owner's royalties of all oil, gas, asphaltum and
hydrocarbon substances or the proceeds thereof, which may be produced from or
i under said land, as reserved by various deeds of record.
Affects Parcel 3.
i
& An easement for pipe lines and pole lines and incidental purposes,as provided in an
Instrument recorded in Book 381, Page 88 of Deeds.
9. An oil and gas lease covering Parcel 2 and other land dated August 12, 1940,
executed by J. Ed Huston and others, as lessors, and West American Oil Company,
as lessee, recorded February 24, 1941 in Book 1083, Page 93 of Official Records, and
re-recorded February 10, 1942 in Book 1132, Page 110 of Official Records, to which
record reference Is mode for full particukrs.
t An undivided 2/5ths of the lessee's interest in and to said leasehold estate was
assigned to Etienne Lang by assignment recorded March 2, 1945 In Book 1300, Page
385 of Official Records.
j Note: Recorded Febuary 8, 1947 in Book 1473, Page 300 of Official Records is a
certified copy of the Decree of Distribution in the matter of the estate of Jean
Etienne Lang, also known as Etienne Lang, deceased, Case No. 239 788 in the
Superior Court, Las Angeles County, distributing an undivided 1/10 Interest In the
leasehold estate created under said lease to Gladys T. Lang, Serge Robert Lang,
j Jacquest Walter Lang and Nodine Helene Long, as their separate property, in equal
shares, said distributees also being the omnibus distributees thereunder.
The Lessee's interest in and to said leasehold estate Is subject to the following
i rnatters:
A. An undivided 1-2/3rd% overriding royalty of all oil and gas owned by Harold C.
Morton and Dorothy F. Morton, husband and wife, as disclosed by the above
n-eentloned assignment recorded In Book 1300, Page 385 of Off lcial Records.
B. An unrecorded contract dated January 1, 1961 by and between West American
Oil Company and Standard Oil Company of California, Western Operations, inc.,
relating to the sale of oil from said land, a Notice of which was recorded March 15,
1961 in Barak 5657, Page 182 of Official Records.
Exceptions Continued.» Page 4
Note: The interest of Standard Oil Company of California, Western Operations,
Inc., has passed to Chevron U.S.A. Inc., a California corporation.
C. Recorded May 24, 1978 in Hook 1268% Page 586 is a Quitclaim Deed from West
American Oil Company quitclaiming that certain Oil and Gas Lease dated August
12, 1940, recorded February 24, 1941 in Book 1083, Page 93 of Official Records and
re-recorded February 10, 1972 Ir► Book 1134, Page 110 of Official Records of said
County, and all amendments and modifications thereof and supplements thereto
insofar as they affect the above described property, together with any restrictions
against drilling for oil on said property, and any easements a charge thereon
according to the provisions of said lease.
10. Any easements and rights of way remaining a Charge an said land according to the
provisions of the Oil and Gas Lease recorded July 3, 1953, in Book 2534, Page 562
of Official Records, the herein described land having been released from said Lease
by deed recorded May 12, 1954, in Book 2727, Page 13 of Official Records.
11. An easement for public utilities and incidental purposes, as granted to Southern
California Edison Company, a corporation, in deed recorded In Book 2808, Page 595
of Official Records, along the Southerly 10 feet of Parcel 1.
12. An easement for pudic utilities and incidental purposes, as granted to Southern
j California Edison Company, a corporation, in deed recorded in Book 9633, Page 155,
I
of Official Records, along a portion of said land.
13. The terms, provisions, conditions of a Joint Use Agreement between Standard Oil
Company of California, a corporation and the City of Huntington Beach recorded
November 29, 1971, in Book 9905, Page 115 of Official Records.
Affects Parcel 1.
14. A Deed of Trust to secure an indebtedness of $1,360,000.00, and any other amounts
payable under the terms thereof, recorded July 21, 1983, as Instrument Na 83-
312993, Official Records.
Dated: June 21, 1983.
Trustors Victor E. Di Stefano and Diana K. Di Stefano, husband and
wife, as community property (Victor E. Di Stefano, also known
as Victor DI Stefano and Diana K. Di Stefano, also known as
Diana Di Stefano).
Trustee: Federal Land Bank of Sacramento, a corporation.
Beneficiarys Federal Land Bank of Sacramento, a corporation.
Affects this and other property.
•
Exceptions Continued... Page S
IS. A Deed of Trust to secure an indebtedness of $3,433,010.00, and any other amounts
payable under the terms thereof, recorded February 6, 1985, as Instrument No. 85-
043737, Official Records.
Dated: February S, 1985.
Trustor: SBE Financial Corporation, a California corporation.
Trustee: First American Title Insurance Company, a California
corporation.
Beneficiary: Victor E. DiStefano and Diana K. SiStefano, husband and wife.
Af f ects this and other property.
PP:dp (42)
Policy Rotes 80%
Enclosures: Plats
Exhibitj"A"
PARCEL 1:
the South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, as per Map recorded In Boric 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2:
The South one-half of the Northwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California.
Excepting therefrom an undivided 24J28ths Interest in mineral rights 500 feet below the
surface of said land, but without the right of entry or any right on the surface or within
S00 feet of the surface of said load, as reserved In deeds of record.
PARCEL 3:
The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range II West, in the Rancho
Las Bolsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, records
of Orange County, Califomia.
0 0
SCHEDULE I
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1973
SCHEDULE B
This policy does not insure against loss or damage,nor against costs,attorneys'fees or expenses,any or all of which arise
by reason of the following:
Part I
1. Taxes or assessments which are not shown as existing 7. Any law,ordinance or governmental regulation finclud-
liens by the records of any taxing authority that levies ing but not limited to building and zoning ordinances)
taxes or assessments on real property or by the public restricting or regulating or prohibiting the occupancy. use
.Prn►ds or enjoyment of the land. or regulating the character,
Proceedings by a public agency which may result in dimensions or location of any improvement now or here-
taxes or assessments, or notices of such proceedings, after erected on the land, or prohibiting a separation in
whether or not shown by the records of such agency or by ownership or a reduction in the dimensions or area of the
the public records. land. or the effect of any violation of any such lae.. ordi-
2. Any facts. rights, interests or claims which are not nance or governmental regulation.
shown by the public records but which could be ascer- 8. Rights of eminent domain or governmental rights of
tained by an inspection of the land or by making inquiry of police power unless notice of the exercise of such rights
persons in possession thereof. appears in the public records.
3. Easements, liens or encumbrances. or claims thereof, 9. Defects. liens,encumbrances.adverse claims.or other
which are not shown by the public records. matters (a) created. suffered, assumed or agreed to b; the
4. D.screpancies. conflicts in boundary lines,shortage in insured claimant: (b) not shown by the public records and
area. encroachments. or any other facts which a correct not otherwise excluded from coverage but known to the
survey would disclose. and which are not shown by the insured claimant either at Date of Policy or at the date such
public records. claimant acquired an estate or interest insured by this
5. (a) Unpatented mining claims: (b) reservations or policy or acquired the insured mortgage and not disclosed
exceptions in patents or in Acts authorizing the issuance in writing by the insured claimant to the Company prior to
thereof: (c) water rights. claims or title to water. the date such insured claimant became an insured here•
6. Any right, title. interest, estate or easement in land under: (c) resulting in no loss or damage to the insured
beyond the lines of the area specifically described or claimant: (d) attaching or created subsequent to Date of
referred to in Schedule A. or in abutting streets, roads. Policy: or (e) resulting in loss or damage which would not
avenues. alleys. lanes. ways or waterways. but nothing in have been sustained if the insured claimant had been a pur-
this paragraph shall modify or limit the extent to which the chaser or encumbrancer for value without knowledge.
ordinary right of an abutting owner for access to a
physically open street or highway is insured by this policy.
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY-1979
EXCLUSIONS
In addition to the exceptions in Schedule B,you are not insured against loss,costs.attorneys'fees and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation.This includes
building and zoning ordinances and also laws and regulations concerning:
land use
improvements on the land
land division
environmental protection
This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it,unless a notice of taking appears in the public records on the Policy
Date.
3. Title Risks:
that are created,allowed, or agreed to by you
that are known to you, but not to us, on the Policy Date — unless they appeared in the public records.
that result in no loss to you
that first affect your title after the Policy Date — this does not limit the labor and material lien coverage in
Item 8 of Covered Title Risks
4. Failure to pay value for your title.
5. Lack of a right:
to any land outside the area specifically described and referred to in Item 3 of Schedule A
or
in streets, alleys, or waterways that touch your land.
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
71-e(Ae 683,
• SCHEDULE I (Continued) •
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970
WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy:
1. Any law. ordinance or governmental regulation (including but not limited to building and zoning ordi-
nances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibit-
ing a separation in ownership or a reduction in the dimensions or area of the land,or the effect of any viola-
tion of any such law, ordinance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appears in the public records at Date of Policy.
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 and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest
insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claim-
ant to the Company prior to the date such insured claimant became an insured hereunder: (c)resulting in
no loss or damage to the insured claimant;(d)attaching or created subsequent to Date of Policy(except to
the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent
insurance is afforded herein as to assessments for street improvements under construction or completed
at Date of Policy).
4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy t of
any subsequent owner of the indebtedness to comply with applicable"doing business"laws of the state in
which the land is situated.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B-1970
(AMENDED 10.17-70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
1. Any law, ordinance or governmenta; regulation (including but not limited to building and zoning ordi-
nances)restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibit-
ing a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any
violation of any such law, ordinance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appear in the public records at Date of Policy.
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 and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest by
this policy and not disclosed in writing by the insured claimant to the Company prior to the date such
insured claimant became an insured hereunder;(c)resulting in no loss or damage to the insured claimant:
(d)attaching or created subsequent to Date of Policy:(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.
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GENERAL PROVISIONS
1. Make all adjustments and prorations on the basis of a 30-day month.'Close of Escrow" is
fhe day instruments are recorded. All documents and funds due the respective parties herein are to
be mailed to the addresses set out below their respective signatures, unless otherwise instructed.
Our signatures on any documents and instructions pertaining to this escrow indicate our unoondi-
bona► approval of same.
2 f4o axamination or insurance as to the amount or payment of real or personal property taxes
le Quired unless the real property tax is payable on or before the date of the policy of ttittle
insurance.
3. Seller guarantees and You shall be fully protected in assuming that, as to any insurance
policies handed you, each policy is in force, has not been hypothecated and that all necessary
premiums therefor have been paid.You will,as my agent, assign any fire insurance handed you for
usap this escrow.
d. N conflicting demands are made or notice served upon you or legal action taken in
Connection with this escrow You shall not be required to determine the same or take any action in the
premises,but may withhold and stop all further proceedings without liability therefor,or you may file
suit in interpleader or for declaratory relief. if you are required to respond to any legal summons or
proceedings or if any action of interpleader or declaratory relief is brought by you, we jointly and
severally agree to pay all costs,expenses and reasonable attorney's tees expended or incurred by
you,and a lien is hereby created in your company's favor to cover said items.We agree to save you
harmless as escrow holder hereunder from all loss and expense, including reasonable attorney's
tees and court costs sustained by reason of any action, legal or otherwise, which may in any way
arise out of this escrow, before and after dosing, notwithstanding anything in these instructions to
the contrary.
5. These instructions may be executed In counterparts, each of which shall be deemed an
original regardless of the date of Its execution and delivery. All such counterparts together that
constitute one and the same document. You are hereby given a lien upon all the rights, title and
interest of each of the parties hereto in all escrowed documents, funds and other property, and all
monies or property for any and all expenses,attomey's tees,losses and other liabilities caused you
In this escrow.
6. The parties to these escrow Instructions authorize you to destroy these instructions and all
other instructions and records in this escrow at any time after five (5) years from date of these
escrow instructions.
7. Time is of the essence of these Instructions. K you are unable to comply with these
Instructions on or prior to the date shown on reverse,you will comply as soon thereafter as possible
unless a written demand for return of money or instruments by a party to this escrow is received by
You subsequent to such date and prior to the recording of any instrument provided for herein.
d. M for any reason this escrow should be cancelled you are hereby authorized and directed to
use funds on deposit herein for payment of any charges herein Including but not limited to your
cancellation tee.
Exhibit •A"
I
i
PARCEL I:
The Westerly 290 feet of the South half of the Southwest quarter of the Northwest
quarter of the Northwest quarter of Section 35, Township 5 South, Range II West, as per
Map recorded in Book 51, Page 13 of Miscellaneous Maps, In the office of the County
ftecorder of sold County.
Except the South 16 feet thereof.
PARCEL I
Northwest ter of the Southwest quarter of the Northwest
I The North half of the guar
I. quarter of Section 35, Township 5 South, Range II West, In the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps.
i
Excepting therefrom the Southerly 20 feet.
I
PARCEL 3:
The South 16 feet of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps.
i
i
i
i
I
I
i
I
I
I
FxuTRTT "A"
• 0
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Thomas K. Brown, Esq.
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
One Newport Place
1301 Dove Street, Suite 500
Newport Beach, CA 92660
(SPACE ABOVE THIS LINE FOR RECORDER' S USE ONLY.
MEMORANDUM OF OPTION
This Memorandum of Option is made as of ,
19 between the City of Huntington Beach, a municipal
corporation of the State of California ("Optionor" ) , and SBE
Financial Corporation, a California corporation ("Optionee" ) ,
who agree as follows:
1 . Optionor hereby grants to Optionee an option to
purchase the real property described in Exhibit "A" attached
hereto and incorporated herein (the "Property") commencing on
the date hereof on the terms, conditions and provisions of that
certain Option Agreement between the parties, which Option
Agreement is dated of even date herewith and which provisions
are incorporated into this Memorandum of Option by this
reference.
2. This Memorandum of Option is prepared for the
purposes of recordation and in no way modifies or otherwise
affects the terms, conditions and provisions of the Option
Agreement.
3. If the option granted hereby is not exercised by
October 31 , 1987 , this Memorandum of Option shall be of no
further force or effect.
OPTIONOR:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Address: 2000 Main
Huntington Beach, CA 92648
OPTIONEE:
SBE Financial Corporation, a
California corporation
By:
Its:
Address: 2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
lay.mv.b
STATE OF CALIFORNIA )
SS.
COUNTY OF ORANGE )
On this day of , in the year 19_,
before me, the undersigned, a Notary Public in and for said
State, personally appeared ,
personally known to me (or proved to be on the basis of
satisfactory evidence) to be the person who executed the within
instrument as of SBE Financial
Corporation, a California corporation, the corporation therein
named, and acknowledged to me that the Corporation executed it
pursuant to its by-laws or a resolution of its board of
directors.
WITNESS my hand and official seal.
Notary Public in and for said State
TKB155K 3
8/6/85
♦ i
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Wrthwest
quarter of Section 35, Township 5 South, Range II West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
EXHIBIT
GROUND LEASE
THIS GROUND LEASE ("Ground Lease") is made as of this
day of , 198_, by and between the CITY OF HUNTINGTON
BEACH, a municipal corporation of the State of California
("Landlord") , and SBE FINANCIAL CORPORATION, a California
corporation of the State of California ("Tenant") .
Landlord and Tenant hereby agree as follows:
1 . Demised Premises. Landlord hereby demises and
leases to Tenant, and Tenant hereby leases from Landlord, upon
and subject to the terms and provisions of this Ground Lease,
the real property legally described in Exhibit "A" attached
hereto and by this reference made a part hereof ("Property") .
2. Term. The term of this Ground Lease shall be for
a period of three (3) years commencing upon the date Landlord
acquired fee title to the Property from Tenant pursuant to that
certain Purchase and Sale Agreement dated 198_
between Landlord, as Buyer, and Tenant, as Seller.
3. Rent. Upon execution of this Ground Lease,
Tenant shall pay to Landlord rent for the entire term hereof in
the amount of Three Dollars ($3 .00) .
4 . Use. Tenant may, during the term of this Ground
Lease, use the Property for any lawful purpose.
5 . Taxes and Utilities . Landlord shall pay, any and
all taxes, assessments, and other charges of any description
levied or assessed during the term of this Ground Lease by any
governmental agency or entity on or against the Property, any
portion of the Property, any interest in the Property, or any
improvements or other property in or on the Property; provided,
however, in the event a possessory use tax is imposed by any
governmental agency or entity (other than the City of Huntington
Beach or any of its agencies) on Tenant' s leasehold estate
created hereunder, Tenant shall pay such tax. Tenant shall pay
or cause to be paid all charges for the furnishing of gas, water,
electricity, telephone service and other public utilities to
the Property during the term of this Ground Lease, and for the
removal of garbage and rubbish from the Property during the
term of this Ground Lease.
6. Construction by Tenant. At any time and from
time to time during the term of this Ground Lease, Tenant may,
but is not obligated to, construct or otherwise make new
improvements on any part or all of the Property, and to
demolish, remove, replace, alter, relocate, reconstruct or add
to any of the existing improvements in whole or in part and to
modify or change the contour or grade, or both, of the
Property.
7 . Repairs and Restoration. At all times during the
term of this Ground Lease, Tenant, at Tenant' s own cost and
expense, shall make all alterations, additions or repairs to
the Property or the improvements or facilities on the Property
required by valid law, ordinance, statute, order or regulation
now or hereafter made or issued by any governmental agency.
8 . Insurance. Tenant shall, at Tenant' s own cost
and expense, secure promptly after execution of this Ground
Lease and maintain during the entire term of this Ground Lease
such insurance coverage as Landlord shall reasonably request,
insuring Tenant and Landlord against loss or liability caused
by or connected with Tenant' s occupation and use of the
Property under this Ground Lease, including, without
limitation, liability and fire insurance.
9 . Assignment and Subletting. With Landlord's
prior written consent, which consent shall not be withheld
unreasonably, Tenant shall have the right or power to assign,
sublet, or otherwise transfer any of Tenant' s interest in this
Ground Lease or the estate created by this Ground Lease.
10. Tenant' s Defaults and Landlord' s Remedies. The
following provisions shall pertain to defaults by Tenant and
the remedies of Landlord:
10. 1 The occurrence of any of the following
shall constitute a material default and breach of this Ground
Lease by Tenant:
10 . 1 . 1 The failure by Tenant to pay any
rent provided for hereunder or make any other payment required
to be made by Tenant hereunder (collectively, the "Rent") as
and when due, where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to
Tenant.
10. 1 .2 The failure by Tenant to observe or
perform any other provision of this Ground Lease to be observed
or performed by Tenant (other than those described in paragraph
12. 1 . 1 above) where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to
Tenant; provided, that if the nature of Tenant' s default is
2
such that more than ten (10) days are reasonably required for
its cure, then Tenant shall not be deemed to be in default if
Tenant shall commence such cure within that ten (10) day period
and thereafter diligently prosecutes such cure to completion,
which completion shall occur in any event not later than sixty
(60) days from the date of such notice from Landlord.
10. 2 In the event of any default by Tenant
hereunder as provided in Section 12. 1 hereof, then, Landlord
shall be entitled to exercise any rights or remedies available
at law or in equity, all of which rights and remedies shall be
cumulative.
11 . Governing Law. This Ground Lease and all matters
relating to this Ground Lease shall be governed by and con-
strued in accordance with the laws of the State of California.
12. Attorneys ' Fees. Should any litigation be
commenced between the parties to this Ground Lease with respect
to the subject matter hereof, the party prevailing in such
litigation shall be entitled, in addition to such other relief
as may be granted in the litigation, to a reasonable sum as and
for his costs and attorneys' fees in such litigation which
shall be determined by the court or in a separate action
brought for that purpose.
13. Notices. All notices and demands shall be given
in writing, and addressed to the party at the address appearing
opposite the signatures below. Notices shall be considered
given upon personal delivery, or three (3) days after the
deposit in the United States mail, return receipt requested and
postage prepaid.
14 . Memorandum of Lease. Either Landlord or Tenant
may elect to record a memorandum of ground lease for this
Ground Lease. Upon such election, both Landlord and Tenant
shall execute a memorandum of ground lease for this Ground
Lease for purposes of, and in form suitable for, recording.
Such memorandum shall describe the parties, set forth a
description of the Property, specify the term of the Ground
Lease, incorporate this Ground Lease by reference, and be
recorded in the Official Records of the County Recorder of
Orange County, California concurrent with the execution hereof.
15. Severability. In the event that any of the
provisions, or portions thereof, of this Ground Lease are held
to be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
3
• 0
IN WITNESS WHEREOF, the parties have executed this
Ground Lease as of the day and date first above written.
LANDLORD:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Address: 2000 Main
Huntington Beach, CA 92648
TENANT:
SBE Financial Corporation,
a California corporation
By
Its
Address: 2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
TKB145M 4
7/22/85
i •
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, as per Map recorded in Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
EXHIBIT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
One Newport Place
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attention: Thomas K. Brown, Esq.
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY. )
MEMORANDUM OF LEASE
This memorandum of Lease is made as of ,
198_ between SBE Financial Corporation, a California
corporation ("Tenant") , and the City of Huntington Beach, a
municipal corporation of the State of California ("Landlord") ,
who agree as follows:
1 . Term and Premises.
Landlord leases to Tenant and Tenant leases from
Landlord the real property described on Exhibit "A" attached
hereto and incorporated herein (the "Property") for a term of
two (2) years commencing on , 198 on the provisions
of that certain Ground Lease between the parties, which Ground
Lease is dated the same date as this Memorandum of Lease (the
"Lease") , which provisions are incorporated into this
Memorandum of Lease by this reference.
2 . Purpose of this Memorandum of Lease.
This Memorandum of Lease is prepared for the purposes
of recordation, and in no way modifies or otherwise affects the
provisions of the Lease.
Tenant
SBE Financial Corporation,
a California corporation
By:
Its:
Landlord
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
TKB145N 2
7/15/85
STATE OF CALIFORNIA )
SS.
COUNTY OF ORANGE )
On this day of , in the year 19_,
before me, the undersigned, a Notary Public in and for said
State, personally appeared ,
personally known to me (or proved to be on the basis of
satisfactory evidence) to be the person who executed the within
instrument as of SBE Financial
Corporation, a California corporation, the corporation therein
named, and acknowledged to me that the Corporation executed it
pursuant to its by-laws or a resolution of its board of
directors.
WITNESS my hand and official seal.
Notary Public in and for said State
TKB155K 3
8/6/85
PARCEL Is
The South half of the Southwest quarter of the 1 brthwest quarter of the Northwest
quarter of Section 35, Township S South, Range 11 West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
Exl1IuIT
LEGAL DESCRIPTION
All that certaln land situated In the State of California, County of Orange, City of
Huntington beach,described as follows:
PARCEL I:
The North 25 feet of the South 275 feet of the Vest 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West in the Rancho Las Bolsas, as shown on a Map recoroea in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 2:
The North 25 feet of the South 75 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
recoroed In Book Sl, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 3:
The North 23 feet of the South 100 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL ♦:
The North 25 feet of the South 275 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 3 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 3:
The North 25 feet of the South 300.feet of the East 100 feet of the Vest 300 feet of the
North halt of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 3 South, Range ll West, In the Rancho Las Bolsas, as shown on a Map
recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
• !
Exhibit "A" Continued...page 2
PARCEL 6:
The North 25 feet of the South 100 feet of the East 100 feet of the Rest 400 feet of the
North half of the Southwest darter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 west, In the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 7:
The North 25 feet of the South 225 feet of the East 100 feet of the west 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, Calif omia.
PARCEL 9:
The North 25 feet of the South 250 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll west, In the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 9:
The North 25 feet of the South 300 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a Map
recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
EXCEPTING therefrom mineral right to said property 500 feet below the surface but
without the right of entry or any right on the surface of said property or within 500 feet
of the surface, as reserved in deed recorded in Book 6793, Page 371, of Official Records.
PARCEL 10:
The North 25 feet of the South 50 feet of the East 100 feet of the West 600 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Boisas, as shown on a
Map recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange County,
California.
PARCEL 11:
The North 25 feet of the South 275 feet of the East 100 feet of the West 600 feet of the
f the Northwest quarter of
North halt of the Southwest quarter of the Southwest quartero q
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued—.page 3
PARCEL 12:
The East 100 feet of the West 500 feet of the North hall of the Southwest quarter of the
Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
West, San Bernardino Base and Meridian.
EXCEPTING therefrom the South 300 feet.
ALSO EXCEPTING therefrom the North 5 feet.
PARCEL 13:
The East 100 feet of the West 600 feet of the North half of the Southwest quarter of the
Southwest quarter of the Northwest quarter of Section 35, Township S South, Range 11
West, San Bernardino Base and Meridian.
EXCEPTING therefrom the South 300 feet.
ALSO EXCEPTING therefrom the North 5 feet.
PARCEL 14:
The South 41.11 feet of the North 297.77 feet of the North half of the Southwest quarter of
the Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
West, in the Rancho Las Bolsas, as shown on a Map recorded in Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
EXCEPTING therefrom the West 600 feet.
Also excepting therefrom all oil, gas, hydrocarbon substances and other minerals together
with the right to enter and pass through said lands at any time or from time to time at a
depth below 500 feet from the surface thereof for the purpose of extracting, producing
and marketing such oil, gas, hydrocarbon substances and other minerals, with no right of
surface entry expressed or implied, as reserved in the deed from The Roman Catholic
Archbishop of Los Angeles, a corporation sole, recorded December 9, 1968 in Book 2909,
Page 976, Official Records.
PARCEL 15t
The South 41.11 feet of the North 82.22 feet of the North half of the Southwest quarter of
the Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued...page 4
EXCEPTING therefrom the West 600 feet.
PARCEL 16:
The North 25 feet of the South 125 feet of the East 100 feet of the West 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 west, in the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 17:
'The North 25 feet of the South 50 feet of the East 100 feet of the Rest 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
EXCEPTING therefrom all minerals, oll, gas, petroleum, and other hydrocarbon
substances within or underlying said land, or that may be produced and saved therefrom
under said lands, at a depth of 500 feet or more below the surface thereof as reserved in
the deed from Crocker National Bank, Guardian of the Estate of Frederick L. Candee,
recorded October 9, 19 73 in Book 10934, Page 911 of Official Records.
PARCEL 19:
The North 25 feet of the South 175.00 feet of the East 100 feet of the West 300.00 feet of
the North half of the Southwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California.
PARCEL 19:
The North 25 feet of the South 175 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township S South, Range ll West, as shown on a Map recorded In Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
PARCEL 20:
The North 25 feet of the South 325 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, as shown on a Map recoroed In Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued...page 5
PARCEL 21:
The South 25 feet of the West 100 feet of the North half of the Southwest quarter of the
Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
West In the Rancho Las Bolsas, as shown on a Map recorded in Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
PARCEL 22:
The North 25 feet of the South 50 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 23:
The North 25 feet of the South 225 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 24:
The North 25 feet of the South 250 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 west, In the Rancho Las Bolsas, as shown on a map recorded In
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 25:
The South 25 feet of the East 100 feet of the West 200 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 26:
The North 25 feet of the South 50 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, In the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 27:
The North 25 feet of the South 125 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued...page 6
PARCEL 28:
The North 25 feet of the South I75 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of thr Northwest quarter of
Section 35, Township 5 South, Range Il West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 29:
The North 25 feet of the South 225 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 30:
The North 25 feet of the South 250 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 31:
The North 25 feet of the South 300 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a
map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County,
Calif ornia.
PARCEL 32:
The South 25 feet of the East 100 feet of the West 300 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 33:
The North 25 feet of the South 50 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 west, In the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued. Me 7
I
I
i
i
PARCEL 34:
The North 25 feet of the South 75 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the SouUhwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range B West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
I
PARCEL 35:
The North 25 feet of the South 125 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 36:
The North 25 feet of the South 200 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a map
I recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 37s
! The North 25 feet of the South 325 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map
recordeu in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Ii
PARCEL 39:
1 The North 25 feet of the South 50 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 39:
The North 25 feet of the South 175 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued...page 3
PARCEL 40:
The North 25 feet of the South 200 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recordea in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 41:
The North 25 feet of the South 325 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 42:
The South 25 feet of the East 100 feet of the Vest 500 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map recoroea in
Book 51, Page 13 of Miscellaneous X1aps, records of Orange County, California.
PARCEL 43:
The North 25 f eet of the South 75 f eet of the East 100 feet of the West 500 f eet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 44:
The North 25 feet of the South 225 feet of the East 100 feet of the West 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 45:
The North 25 feet of the South 275 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
Exhibit "A" Continued...page 9
PARCEL 4b:
The North 25 feet of the South 300 feet of the East 100 feet of the West 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 47:
The South 41JI feet of the North 246.66 feet of the North half of the Southwest quarter of
the Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range ll
West, in the Rancho Las Bolsas, as shown on a map recorded in Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
EXCEPTING the West 600 feet.
PARCEL 48:
The South 41.11 feet of the North 205.55 feet of the North half of the Southwest quarter of
the Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
West in the Rancho Las Bolsas, as shown on a Map recorded In Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
EXCEPTING the West 600 feet.
PARCEL 49:
The South 41.11 feet of the North 123.33 feet of the North half of the Southwest quarter of
the Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West In the Rancho Las Bolsas, as shown on a Map recorded in
Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
EXCEPTING the West 600 feet.
PARCEL 30:
The North 41.11 feet of the North half of the Southwest quarter of the Southwest quarter
0f the Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range
11 West in the Rancho Las Bolsas, as shown on a map recorded In Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
EXCEPTING the West 600 feet.
Exhibit "A" Continued...page 10
PARCEL 51:
The West 600 feet of the North half of the Southwest quarter of the Southwest quarter of
the Northwest quarter of Section 35, Township 5 South, Range 11 West in the Rancho Las
Bolsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, records of
Orange County, California.
EXCEPTING the South 325 feet thereof.
PARCEL 52:
The East 100 feet of the West 200 feet of the North half of the Southwest quarter of the
Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
Rest, in the Rancho Las Bolsas, as shown on a Map recorded in Book 51, Page 13 of
Miscellaneous Maps, records of Orange County, California.
EXCEPTING the South 300 feet thereof.
ALSO excepting the North S feet thereof.
PARCEL 53:
The North 25 feet of the South 150 feet of the East 100 feet of the Rest 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
recordea in Book 51, Page 13 of Miscellaneous Maps, records of Orange County, California.
PARCEL 54:
The North 25 feet of the South 300 feet of the East 100 feet of the West 600 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, San Bernardino Meridian.
PARCEL 55:
All of the North half of the Southwest quarter of the Southwest quarter of the Northwest
quarter of Section 35 in Township 5 South, Range ll West, In the Rancho Las Bolsas, as
shown on a Map thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of
said Orange County.
EXCEPT therefrom the North 289.75 feet.
• 0
Exhibit "A" Continued...page 1I
ALSO except therefrom the West 600 feet.
PARCEL 56:
TrK North 25 feet of the South 150 feet of the East 100 feet of the West 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 Vest, In the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records said Orange County,
Calif orris.
PARCEL 57:
The North 25 feet of the South 175 feet of the East 100 feet of the West 500 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange County,
Calif ornia.
PARCEL 58:
The North 25 feet of the South 250 feet of the East 100 feet of the West 300 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
PARCEL 59:
The North 25 feet of the South 75 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map thereof
recoroed in Book 51, Page 13 of Miscellaneous Maps, records of said Orange County,
Calif ornia.
EXCEPTING therefrom one-half of the mineral rights to sald land 500 feet below the
surface, but without right of entry or any right on the surface of said land or within 500
feet of the surface of said land, as reserved In the deed recorded June 22, 1964 in Book
7099, Page 120, Official Records.
PARCEL W.
The North 25 feet of the South 100 feet of the West 100 feet of the North half of the
Southwest quarter of the Southwest quarter of the Northwest quarter of Section 35,
Township 5 South, Range it West, in the Rancho Las Bolsas, as shown on a Map thereof
recorded in Book 51, Page 13 of Miscellaneous Maps, records of said Orange County,
California.
Exhibit "A" Continued...page 12
EXCEPTING therefrom one-half of the mineral rights to said land 500 feet below the
v!,-face, but without right of entry or any right on the surface of said land or within 500
feet of the surface of said land, as reservea in the deed recorded June 22, 1964 in Book
7098, Page 120, Official Records.
PARCEL 6L-
The North 25 feet of the South 125 feet of the West 100 feet of the North half of the
Southwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11
West, in the Rancho Las Bolsas, as shown on a Map thereof recorded in Book 51, Page 13 of
Miscellaneous Maps, records of said Orange County; California.
EXCEPTING therefrom one-half of the mineral rights to said land 500 feet below the
surface, but without right of entry or any right on the surface of said land or within 500
feet of the surface of said land, as reserved in the deed recorded June 22, 1964 in Book
7098, Page 120, Official Records.
PARCEL 62:
The North 25 feet of the South 150 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded in Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
PARCEL 63:
The North 25 feet of the South 200 feet of the East 100 feet of the West 200 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, Calif orn ia.
PARCEL 64:
The North 25 feet of the South 75 feet of the East 100 feet of the West 400 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, In the Rancho Las Bolsas, as shown on a Map
thereof recorded in Book 31, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
Exhibit "A" Continued—.Page 13
PARCEL 65:
The North 25 feet of the South 75 feet of the East 100 feet of the West 600 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
EXCEPTING therefrom one-half of the mineral rights to said land 500 feet below the
surface, but without right of entry or any right on the surface of said land or within 500
feet of the surface of said land, as reserved in the deed recorded June 22, 1964 In Book
7099, Page 120, Official Records.
PARCEL 66:
The North 25 feet of the South 100 feet of the East 100 feet of the West 600 feet of the
[north hall of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded in Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
EXCEPTING therefrom one-half of the mineral rights to said land 500 feet below the
surface, but without right of entry or any right on the surface of said land within 500 feet
of the surface of said land, as reserved in the deed recorded June 220 1964 in Book 7098,
Page 120, Official Records.
PARCEL 67:
The North 25 feet of the South 125 feet of the East 100 feet of the West 600 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, in the Rancho Las Bolsas, as shown on a Map
thereof recorded In Book 51, Page 13 of Miscellaneous Maps, records of said Orange
County, California.
EXCEPTING therefrom one-half of the mineral rights to said land 300 feet below the
surface, but without right of entry or any right on the surface of said land or within 500
feet of the surface of said land, as reserved In the deed recorded June 229 1964 In Book
7091, Page 120, Official Records.
PARCEL 6E:
The North 25 feet of the South 150 feet of the East 100 feet of the West 600 feet of the
North half of the Southwest quarter of the Southwest quarter of the Northwest quarter of
Section 35, Township 5 South, Range ll West, In the Rancho Las Bolsas, as shown on a Map
recorded in Book 51, Page 13 of Miscellaneous Maps, records of Bald Orange County,
California.
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
BETWEEN THE CITY OF HUNTINGTON BEACH AND
SBE FINANCIAL CORPORATION FOR PURCHASE OF
OCEANVIEW MUSHROOM GROWERS PROPERTY - PHASE II
1 . PARTIES
The parties to this Purchase and Sale Agreement and
Escrow Instructions ("Agreement" ) are SBE FINANCIAL
CORPORATION, a California corporation ("Seller") , and the CITY
OF HUNTINGTON BEACH , a municipal corporation of the State of
California ("Buyer") .
2 . DEFINITIONS
For the purposes of this Agreement, the term:
(a) "Close of Escrow" means the date on which all
documents delivered to Escrow Holder that should be recorded
are recorded in the appropriate county offices;
(b) "Escrow" means the escrow established with
Escrow Holder as set forth in this Agreement;
(c) "Escrow Holder" or "Title Company" means Orange
Coast Title Company, Santa Ana, California.
(d) "Property" means that certain real property
which consists of approximately 7. 26 acres of land located in
the City of Huntington Beach, County of Orange, State of
California, described in Exhibit "A" attached hereto, and all
of Seller 's rights and interests (including mineral, gas and
oil rights and interests) appurtenant thereto;
(e) "Closing Date" means August 1 , 1986 or an
earlier date as may be mutually agreed upon by Buyer and
Seller.
(f) "Permitted Title Exceptions" means all of those
covenants, conditions , restrictions , rights of way, easements,
reservations and other matters of record disclosed in that
certain preliminary title report (No. 99797-5) dated May 1 ,
1985 ("Report") and issued by Title Company other than
Exceptions Nos. 14 and 15 which secure the payment of money. A
copy of the Report is attached hereto, marked Exhibit "B" and
incorporated herein.
3. RECITALS
This Agreement is made with reference to the
following facts :
(a) Seller owns fee title to the Property.
(b) Buyer has informed Seller that it intends to
acquire the Property, pursuant to its power of eminent domain,
absent satisfactory arrangements between Buyer and Seller for
acquisition by Buyer of the Property in lieu of eminent domain
proceedings .
(c) Buyer and Seller deem it to be in their mutual
best interests to enter into this Agreement in connection with
Buyer' s acquisition of the Property.
4 . PURCHASE PRICE
4 . 01 Total Purchase Price . Subject to and in
accordance with the terms and conditions of this Agreement,
Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, fee simple title to the Property for a total
consideration of $2, 200, 000 . 00 (the "Purchase Price" ) , which
sale shall be consummated through the Escrow, as set forth
herein.
4 . 02 Payment of Purchase Price. The Purchase
Price shall be payable as follows :
a. Initial Deposit. Buyer shall deposit
the sum of $25 , 000. 00, representing the amount of the Deposit
(as defined below) , at the time and in the manner specified in
Section 4. 03 below.
b. Remaining Payment. Buyer shall
deposit in Escrow, prior to the Close of Escrow, an amount in
cash or cashier ' s check equal to $2, 175 , 000.00 which is the
Purchase Price less the Deposit ("Remaining Cash Payment") .
4 .03 Deposit. Within three (3) business days of
the execution of this Agreement by both parties, Buyer shall
cause the Escrow to be opened with Escrow Holder and, con-
currently therewith, shall deposit with Escrow Holder the
amount of $25 , 000. 00 (the "Deposit") . The Deposit shall be
held by Escrow Holder and disbursed to Seller or returned to
Buyer pursuant to the terms of this Agreement.
2
.y
5. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the
execution of this Agreement by Seller, the delivery hereof by
Seller to Buyer, Seller ' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Seller.
6. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the
execution of this Agreement by Buyer, the delivery hereof by
Buyer to Seller, Buyer' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Buyer.
7. ESTABLISHMENT OF ESCROW
Upon execution of this Agreement by Buyer and Seller,
Buyer shall cause an originally executed copy of this Agreement
to be deposited with Escrow Holder. The provisions of this
Section 7 and Sections 8, 9, and 10 of this Agreement together
with the general provisions of the standard form escrow
instructions of Escrow Holder which are attached hereto at
Exhibit "Co , to the extent not in conflict with the provisions
of this Agreement, shall constitute the full and complete form
of escrow instructions to Escrow Holder.
8. ESCROW INSTRUCTIONS
8 .01 Duties of Seller. Seller agrees:
(a) To execute, acknowledge, and deliver
to Escrow Holder, in recordable form, before the Closing Date,
a grant deed (the "Deed") in usual form conveying the Property
to Buyer;
(b) To obtain, on or before the Closing
Date, a commitment by Title Company to issue a CLTA Standard
Coverage Policy (the "Title Insurance Policy") in the amount of
the Purchase Price showing fee title vested in Buyer subject
only to the Permitted Exceptions;
(c) To execute or cause to be executed,
have acknowledged and delivered, as appropriate, such
additional documents and instruments as may be necessary or
3
f
appropriate to consummate the transactions contemplated by this
Agreement including, without limitation, the Option, Memoran-
dum (in recordable form) , Lease and Memorandum (in recordable
form) , (all as defined below) ;
(d) To deliver possession of the Property
to Buyer at the Close of Escrow and free of the possessary
interests of tenants on the Non-Lease Property (as defined
below) ; and
(e) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8 . 02 Duties of Buyer. Buyer agrees:
(a) To deposit with Escrow Holder the
Deposit within the time provided at Section 4 . 03 above;
(b) To deposit with Escrow Holder no later
than the day before Close of Escrow the Remaining Cash Payment;
(c) To execute, have acknowledged and
deliver to Escrow Holder as appropriate such additional
documents and instruments as may be necessary or appropriate to
consummate the transaction contemplated by this Agreement
including, without limitation, the Option, Memorandum (in
recordable form) , Lease and Lease Memorandum (in recordable
form) ;
(d) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8. 03 Duties of Escrow Holder. Escrow Holder
shall:
(a) Hold all documents , instruments and
cash delivered to it in accordance with the terms of this
Agreement;
(b) Have, and be subject to, all of those
rights, duties, privileges and immunities set forth in the
standard printed escrow instructions used by Escrow Holder,
which are attached hereto at Exhibit "C", except insofar as
4
such instructions are inconsistent with the terms or conditions
of this Agreement in which case this Agreement shall take
precedence over such inconsistent provisions in the
instructions; and
(c) When each of the conditions of closing
set forth in Section 10 below have been satisfied or waived by
the parties in writing delivered to Escrow Holder, record in
the appropriate offices the Deed, the Memorandum and any other
instruments or documents that should be recorded, and promptly
thereafter deliver all documents, instruments, and cash then
held by Escrow Holder to the parties entitled thereto, includ-
ing , but not limited to, the following:
(i) To Seller, the Option and Lease
executed by Buyer and the Purchase Price less (1) Seller' s
share of Closing Costs (as defined below) and other debits from
Seller 's account necessary to effect prorations between Buyer
and Seller of certain items, both as set forth in Section 9
below, and (2) such other amounts as are appropriate to
accomplish the purposes of this Agreement;
(ii) To Buyer, the Option and Lease
executed by Seller and the Deed, Memorandum and Lease Memor-
andum after they have been recorded; and
(iii) To any other person or entity,
the money, documents and/or instruments necessary to satisfy
the requirements of this Agreement.
9. PRORATIONS AND CLOSING COSTS
9.01 Prorated Expenses. Escrow Holder shall
prorate, on the basis of a thirty (30) day month, between
Seller and Buyer, as of the Close of Escrow, real property
general and special taxes, if any, respecting the Property.
9 .02 Closing Costs. All closing costs (the
"Closing Costs") attributable to the sale of the Property, as
determined by Escrow Holder, for which the responsibility of
payment is not specifically provided for herein shall be
apportioned between Buyer and Seller in accordance with the
usual practices in Orange County, California in the case of
sales of this type. The premium for the Title Insurance Policy
shall be paid by Seller. Any recording costs for the Deed and
any documentary transfer taxes shall be paid by Seller. Buyer
and Seller shall share equally Escrow Holder 's fees.
5
t
10 . CONDITIONS OF CLOSING
The Close of Escrow shall be contingent upon the
following conditions :
(a) That Title Company is committed to issue or
shall issue to Buyer the Title Insurance Policy with a
liability limit equal to the Purchase Price and showing fee
title to the Property vested in Buyer free of all exceptions to
title, excepting only:
1 . The Permitted Title Exceptions;
2. Current and non-delinquent general and
special real property taxes .
(b) All other documents, instruments and cash
required by this Agreement to be delivered to the Escrow Holder
have been so delivered.
(c) Seller shall have entered into an agreement
acceptable to Seller and the Federal Land Bank of Sacramento
whereby the Property shall be reconveyed free and clear of the
lien of the deed of trust described in the Report as Exception
No. 14 .
(d) Seller shall have entered into an agreement
acceptable to Seller and Victor E. DiStefano and Diana K.
DiStefano whereby the Property shall be reconveyed free and
clear of the lien of the deed of trust described in the Report
as Exception No. 15.
(e) Seller and Buyer shall have executed and
delivered counterparts of that certain option agreement and
memorandum thereof in the forms attached hereto at Exhibits "D"
and "E" respectively and incorporated herein by this reference
(the "Option" and "Memorandum" respectively) .
(f) Seller and Buyer shall have executed and
delivered counterparts of that certain lease agreement and
memorandum thereof in the forms attached hereto as Exhibits "F"
and "G" respectively, and incorporated herein by the reference
("Lease" and "Lease Memorandum" respectively) . As used herein,
the term "Non-Lease Property" shall mean that portion of the
Property which is not subject to the Lease.
6
(g) Neither Buyer nor Seller shall have delivered to
Escrow Holder a written notice of cancellation of the Escrow
that has not thereafter been rescinded or cancelled; provided,
that nothing in this paragraph gives either party a right to
cancel this Escrow.
11 . DELAYED CLOSING
If Escrow Holder is unable to comply with the in-
structions contained in this Agreement on or prior to the
Closing Date (or an extension of such date that is executed by
both Buyer and Seller) Escrow Holder shall comply therewith,
and the Close of Escrow shall occur as soon thereafter as
possible unless a written notice of cancellation and a demand
for return of money or documents by Seller or Buyer is received
by Escrow Holder prior to the recording of any instrument which
is provided to be recorded under this Agreement. Nothing in
this paragraph shall be construed as giving either Buyer or
Seller a right to cancel the Escrow.
12. BROKERAGE COMMISSIONS
Buyer and Seller each represent and warrant to the
other that it has not dealt with any finders, real estate
brokers or salespersons in connection with the transaction
contemplated by this Agreement.
Each party agrees to indemnify and hold the other
party harmless from any and all liability, costs, damages and
expenses (including attorneys ' fees) incurred by the other
party by reason of the breach of the indemnifying party' s
representations and warranties under this Section 12.
13. POST CLOSING MATTERS
During the ninety (90) day period subsequent to the
Close of Escrow, Seller, at its sole cost, shall raze or cause
to be razed, all free standing buildings located at the
Non-lease Property and shall remove from the Non-lease Property
all of Seller' s farm equipment. Buyer may, at its election and
at its sole cost, provide to Seller as of the Close of Escrow,
equipment to demolish all concrete slabs and concrete
foundations on the Non-lease Property. If Buyer provides
equipment for demolishment of concrete slabs and concrete
foundations on the Non-lease Property as provided above, Seller
shall cause, within the ninety (90) days subsequent to the
Close of Escrow, at its sole cost, the concrete slabs and
7
concrete foundations to be demolished and to be loaded on
vehicles for removal from the Non-Lease Property to a disposal
site, both the vehicles and site to be provided, at no cost to
Seller , by Buyer. For purposes of this Section 13 , the term
"free-standing buildings" does not include oil wells or oil
well related equipment.
14 . TIME IS OF THE ESSENCE
Buyer and Seller agree that time is of the essence of
this Agreement and each and every provision herein, including
but not limited to, the provisions concerning the Close of
Escrow and the provisions concerning payments and deposits by
Buyer.
15 . NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail . Any notice, demand,
approval , consent, or other communication given by. mail shall
be deemed to have been given when delivered personally or when
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Seller is :
SBE Financial Corporation
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
With a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
8
And the address of Buyer is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
With a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
Copies of all notices shall be delivered to Escrow
Holder whose address is:
Orange Coast Title Company
640 N. Tustin Avenue
Suite 106
Santa Ana, CA 92705
Attn: MaryAnn Gigure
16 . GENERAL PROVISIONS
16. 01 Assignment and Modifications. Buyer may
assign all of its duties, rights and obligations hereunder with
the prior written approval of Seller, which approval shall not
be withheld unreasonably; provided, however, such assignment
shall not relieve Buyer of its duties and obligations
hereunder. This Agreement may not be modified or amended
except by a written agreement signed by Seller and Buyer and
only to the extent set forth in such a writing.
16 .02 Attorneys ' Fees . In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred (including ,
without limitation, actual attorneys ' fees incurred) , in
addition to all other relief and remedies to which the
prevailing party may be entitled.
16.03 Further Assurances. From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
9
16 . 04 Form of Documents. All instruments and
other documents to be executed and delivered under this
Agreement by any party to any other party shall be in a form
satisfactory to the other party.
16 . 05 Successors . This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and assigns of the parties.
16 . 06 Executed Counterparts . This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes .
16. 07 Section Headings . The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
16. 08 Calendar Days; Close of Business. Unless
the context otherwise requires , all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date , unless such day or date is Saturday, Sunday or a legal
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
16. 09 Severability. In the event that any of the
provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
16. 10 Exhibits. Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
16 . 11 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
10
i
No • •
16. 12 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
16 . 13 Agreement Independent of Escrow. The
rights and obligations of each party herein set forth and
agreed to be undertaken have been made in and under this
Agreement, independent of Escrow Holder and the Escrow. If any
requirements relating to the duties of the Escrow Holder
hereunder are not acceptable to the Escrow Holder, or if the
Escrow Holder requires additional instructions, the parties
agree to make such deletions, substitutions and additions to
this Agreement or subsequent amendments to this Agreement as
may be reasonably required by Escrow Holder if the same can be
done without altering the basic terms and conditions of this
Agreement.
17. EXECUTION
This Agreement is executed as of this day of
198_, in Orange County, California.
11
"SELLER"
SBE FINANCIAL CORPORATION,
a California corporation
By:
Its:
"BUYER"
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initia�t��/and Appr, ve)d/
----------------
City Adminis-t-tato-r -Chief of--Adgdhis'trative
Services
�---
TKB145K 12
7/14/85
EXHIBITS
A. Legal Description
B. Preliminary Title Report
C. Escrow Instructions
D. Option
E. Memorandum
F. Lease
G. Lease Memorandum
Exhibit •A'
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Northwest
Quartet of Section 35, Tawynhip 5 South, Rm9e 11 West, as per Map recorded In Book Si,
Page 13 of V isce 11 arreous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2s
The South or,e-,olf of the Northwest quarter of the Southwest quarter of the Northwest
quarter of Section 35, Township S South, Range 11 West, in the Rancho Los Bolsas, as
shown an a Map recorded In Book S1, Page 13 of Miscellaneous Maps, records of Orange
County, California
Excepting therefrom an undivided 24Mths Interest In mineral rights 500 feet below the
surfoce of said land, but without the right of entry or any right an the surface or within
SW feet of the surface of said land, as reserved In deeds of record.
PARCEL 3s
The Soutf-,erly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range II West, In the Rancho
Los Bolsas, as shown on a mo3p recorded in Book SI, Page 13 of Miscellaneous Mass, records
of Orange County, California.
EXHIBIT "A"
ORANGECOAST TITLE9COMPANY
IV O BOX 11925 ❑939 W FOOTHILL BLVD
SANTA ANA, CA 92711 UPLAND CA 91786
(714) $58-2836 (714) 981.5708
[] ORANGE COAST TITLE COMPANY OF RIVERSIDE
3773 UNIVERSITY AVE. • P.O. BOX 1326
RIVERSIDE. CA 92501 • (714) 781-6500 ZENITH 74500
PRELIMINARY REPORT
KADLSON, PFAELZER, WOODARD,
QUINN AND ROSSI
1301 love i S00
Newport 8ewh, CA
Date April 29, 1995 Attention Tom Brown Your No Mushroom Farm Phase II
Our No. "797-5
Dated as of Aprll 20 .19_a3i 7.30 A.M.
In response to the above referenced application for a policy of title insurance, the insurer
hereby reports that it is prepared to issue. or cause to be issued, as the date hereof,a Policy or Policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or refer-
red to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Condi-
tions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in
Schedule I and Schedule I (continued) attached Copies of the Policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating
the issuance of a policy of title insurance and no liability is assumed her If it is desir � that la-
bility be assumed prior to the issuance of a policy of title insurance'a
Bi de or Commit e, : shout
be requested.
iie Officer
PAM PARKER
The form of policy of title Insurance contemplated by this report is:
'a Callfornia Land Title Association Standard Coverage Policy - 1973, owner's policy"
The estate or interest in the land hereinafter described or referred to covered by this Report is- a fee
Title to said estate or interest at the date hereof Is vested In:
S B E FINANCIAL CORPORATION, A CALIFORNIA CORPORATION
EXHIBIT "B"
ORDER NO.
The land referred to in this Report is situated in the State of California,County of Orange
and is described as follows:
(See Exhibit "A")
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as
follows: A. Gei► ral and Special Traces for the flscol year 1985-1986. A lien not yet payable.g- Second kntallment General and Special Taxes for the fiscal rear 198=i-1985.
$536.07, plus penalty of $53.80, plus costs of $10.00. Code Area 04-010, Assessors
Parcel 1 Jo. I11-071-05, Exemption Nom-
Affects Parcel 1-
C. Second lrsstatir,nrnt General and Speci
al Taxes for the fiscal Year 19a4-19859
$669.70, plus penalty of $66.979 plus costs of $10-M Code Area 04-010, Assrssos-s
Parcel No. 111-071-19, Exemption None-
Affects PQce) 2.
p. Second k-stollrnent General and Special Taxes for the fiscal rem 1984-1985, $69.75,
plus penalty of $6.97, plus costs of $10.00. Code Area 04-0101, Assessors Parcel No-
111-071-29, Exemption 140m-
Affects Parcel 3.
ts of and special taxes �ovhicfi maybe ' by
E. Any odditlonol orrnax�
treason of:
Exceptions Continued Page 2
(al ReuMralsol of the property values as of March 4 1975;
(b) krproven,ents odded sibsertpent to Mardi I, 1975;
(c) Change of ownership subsequent to March 1, 1975;
(d) Any finol )udgmenl determining Article 13A as added to the Constitution of the
State of California, being invalid, unconstitutional, or having been improperly
applied.
F. The lien of supplemental taxes, if any, assessed pursuant to the provisions of
Chapter 498, Statutes of 1983 of the State of Colifomio.
I, The use and control of cienegas and natural streams of water, if any, naturally
upon, flowing across, into or by said Tract, and the rights of way for and to
construct IrTigalion or drainage ditches through sold Tract to irrigate or drain the
odjocenl Wr4 as reserved in deeds of record.
2. The reservation of the Westerly 30 feet of Parcels 2 and 3 for roads, railroads and
ditches and the use and control of cienegas and natural streams of water, if any,
naturally upon, flowing across, into or by said Tract, and the rights of way for and
to construct irrigation or drainoge dltct►es through sold Tract to irrigate or drain
the adjacent land, as contained In deeds of record.
3. The rights of the owners of the other Iands described in the community oil lease
dated August 1% 1920, recorded October 6, 1920, in Book 16, Page 303 and 308 of
Leases, to share in the benefits from production of oil, gas and other hydrocarbon
substances from the land herein described, the riots of the lessee therein having
been terminated by an Instrurnent recorded July 29, 1926 in Book 59, Page 290,
i Leases.
t
i NOTEt The present ownership of sold leasehold and other matters affecting
Interest of lessee are not shown by this report.
i
•. An easement for rood and incidental purposes, as granted to the County of Orange
in the deed recorded in Boric 237, Pope 344, of Deeds.
Affects the Wee 30 feet of Parcels 2 and 3.
S. The right of way for pipe lines, telephone and telegraph lines, etc., as conveyed to
the Standard Oil Company by deed recorded December 9, 1920 in Book 380, Page
227 of Deeds, over Parce 12.
Sold tines to be laid on a strip of land I rod wide the Westerly boax krY of which is
a line East of, parallel with and 10 feet distant from the Westerly boundary line of
said section. Sold strip extends from the NDrtherly to the Southerly line of sold
Parcel. Also reciting the right to lay additional lines, recorded December 91 1920
In Book 3801 Page 227 of Deeds.
Exceptions Continued... Page 3
Pbtes A consent for rIgH of way of sold lines was executed by Shell Oil Company
by instrumant recorded May 27, 1924 In Book 524, Page 324 of Deeds,.
6. The right of way for pipe lines, telegraph and telephone poles as conveyed by Vilate
Hilton and husband and Herbert Krohling and wife to the Standard Oil Company by
deed recorded December 13, 1920 In Book 380, Page 268 of Deeds.
Affects Parcel 3. .
7. A 50% reservation of the net land owner's royalties of all oil, gas, asphaltum and
hydrocarbon substances or the proceeds thereof, which may be produced from or
under said krnd, as reserved by various deeds of record.
Affects Parcel 3.
8. An easement for pipe lines and pole lines and incidental purposes, as provided in an
Instrument recorded In Book 381, Page 88 of Deeds.
9. An oil and gas lease covering Parcel 2 a-,d other land dated Augurt 12, 1940,
executed by J. Ed Huston and others, to lessors, and West American Oil Company,
as lessee, recorded February 24, 1941 In Book 1083, Page 93 of Official Records, and
re-recorded Febnxry 10, 1942 In Book 1132, Page 110 of Official Records, to which
record reference Is mode for full particukrt.
An undivided 2/5ths of the lessee's interest in and to said leasehold estate was
assigned to Etienne Lang by assignment recorded March 2, 1945 In Book 1300, Page
385 of Official Records.
Note: Recorded Febuwy 8, 1947 in Book 1473, Page 300 of Official Records Is a
certified copy of the Decree of Distribution In the matter of the estate of Jean
Etienne Lang, also known as Etienne Lang, deceased, Case No. 239 78E In the
Superior Court, Lees Angeles County, distribuling an undivided 1/10 Interest In the
kawhold estate created under sold lease to Gladys T. Lang, Serge Robert Lon,
Jocquest Walter Lang and Nodine Helene Lang, as their separate property, In equal
sties, sold distributees also being the ormibus distributees thereunder.
The Lessee`s interest In and fo sold leasehold estote is subject to the following
mattersz
A. An undivided 1-2/3rd% overriding royalty of all oil and gas owned by Harold C.
Marion and Dorothy F. Morton, husband and wife, as disclosed by the above
rnent ioned assignment recorded In Book 130d, Poge 385 of Off icial Records.
IL An unrecorded contract dated January 1, 1961 by and between West American
Oil Company and Stondord Oil Company of Callfornio, Western Operatioru, Inc.,
relating to the sole of oil from said land, a Notice of which was recorded March 15,
1961 in Book 5657, Page 182 of Official Records.
Ezcept;oM Cant hued... Page 4
Note: The interest of Standard Oil Company of California, Western Operations,
inc., has passed to Chevron U.S.A. W oc., a Col i f omio cor porat ion.
C. Recorded May 24, iY78 in Book 1268E, Page 586 is a Qu tt c to i m Deed from West
American Oil Company quitclaiming that certain Oil and Gas Lease dated August
12, 1940, recorded February 24, 1941 In Book 1083, Page 93 of Official Records and
re-recorded February 10, 1972 lr� Book 1134, Page 110 of Official Records of acid
County, and all anxridments and modifications thereof and sLwlernents tt�ereto
insofar as they affect the above described property, together with any restrictions
against drilling for oil on acid property, and any easements o charge thereon
according to the provisions of said lease.
10. Arry easements and rights of way remaining a charge an said land occord i ng to the
provisions of the Oil and Gas Lease recorded July 3, 1953, In Book 2534, Page 562
of Official Records, the herein described land having been released from said Lease
by deed recorded May 12, 1954, In Book 2727, Page 13 of Official Records.
11. An easement for public ut i 1 i t ies and incidental purposes, as granted to Southern
California Edison Company, a corporation, in deed recorded In Boole 2808, Page 595
of Official Records, along the Southerly 10 feet of Parcel 1.
12. An easement for public utilities and Incidental purposes, as granted to Southern
Colifomio Edison Company, a corporation, in deed recorded in Book 9633, Page 155,
of Official Records, along a portion of sold land.
11 The terms, provisions, conditions of a Joint Use Agreement between Standard Oil
Company of California, a corporation and the City of Huntington Beach recorded
November 29, 1971, In Book 9905, Page 115 of Official Records.
Affects Parcel L
14. A Deed of Trust to secure an indebtedness of $1,360,000.00, and any other amounts
payable under the terms thereof, recorded Auly 21, 1983, as Instrument No. 83-
312993, Official Records.
Dated: June 21, 1983.
Trustort Victor E. DI Stefano and Diana K. DI Stefano, husband and
rife, as community property (Victor E. Di Stefano, also known
as Victor D1 Stefano and Diary K. DI Stefano, also known as
Diana Di Stefano).
Trustee: Federal Land Bank of Socromento, o corporation.
Beneficiary: Federal Land Bank of Socromento, a corporation.
Affects this and other property.
Exceptions Continued._ Page S
btedr-vem of
other arnmmts
A yak Ie ound the terms thereof,recorded Fehr,=y36,1 985, as instrrument No. 8S-
M737, Official Records.
Dated: February 5, 198&
Tristor: S8EE Financiol Corporation, a California corporation.
Trustee: First American Title Insurance Company, o California
corporation.
Beneficiary: Vktor E. DiStefano and Diana K. SiStefano, husband and wife.
Af f ects this and other property.
PP:dp (42)
Policy Ratet 80%
Enclosures: Plats
Exhibit "A"
PARCEL 1:
The South halt of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township S South, Range 11 West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2:
The South one-half of the Northwest quarter of the Southwest quarter of the tA>rthwest
quarter of Section 35, Township S South, Range 11 West, In the Rancho Las Balsas, as
ehown on a Map recorded In Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California
Excepting therefrom an undivided 24Mtfis Interest in mineral rights SW feet below the
surface of sold land, but without the right of entry or any right on the surface or within
S00 feet of the surface of said land, as reserved In deeds of record.
PARCEL 3:The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township S South, Range 11 West, In the Rancho
Las Balsas, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Mks, records
of Orange County, California.
SCHEDULE I
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY — 1973
SCHEDULE B
This policy does not insure against loss or damage, nor against costs.attorneys'fees or expenses,any or all of wh,cr,arise
by reason of the following
Part I
! Taxes or assess merits wNch are not shown as existing 7. Any law. ordnance or governmental regu)at,o^ sinvud
liens by the records of a-y taimry au'^a+ly That levies mg but not limited to building and Zoning ordinances)
talc,. of asscss-eats on rea) property or Dy the public restricting or regulating or prohibiting the ocCuDancy use
records or enjoyment of the land. or regulating the character.
Proceedings by a public agency which may result in dimensions or location of any improvement now or here
taxes or assessments, or notices of such proceedings. after erected on the land, or prohibiting a seDa•at,on in
whether or not shown by the records of such agency or by ownership or a reduction in the dimensions or area of the
the public records land. or the effect of any violatior% of any SuCh la:. Or,-i
2 Any facts. rights. interests or claims which are not nance or governmental regulation.
shown by the public records but which could be aster- 8. Aigh!s of eminent domain or governmenta' ri;�.ts o!
lane by an inspection of the land or by making inquiry of police power unless notice of the exercise of suc, rights
persons in possession thereof, appears in the public records.
3 Easements, liens Or encumbrances. Or claims thereof. 9 Defects, liens.encumbrances.adverse claims or oche'
which are not shown by the public records matters (a) created suffered. assumed or agreed to b; the
t D scre:)ancies conflicts in t>ounoary lines,shortage in insureo claimant. (b) not shown by the public records and
area encroa:hmenfs or any other (acts which a correct not otherwise excluded from coverage but knov.n 10 the
survey Mould disclose. and which are no! shown by the insured claimant either at Date of Policy or at the ca*e such
public records claimant acquired an estate or interest insure by this
5 (a) Unpatented mining clams. (b) reservations or policy or acquired the insured mortgage and not dis:losed
exceptions in patents or in Acts authorizing the issuance in writing by the insured claimant to the Company prior to
thereof. (c) water rights. claims or title to water. the date such insured claimant became an insured here-
6. Any right. tale, interest, estate or easement in land under. (c) resulting in no loss or damage to the insured
beyond the lines of the area specifically described or clamant. (d) attaching or created subsequent to Date of
referred to in Schedule A. or in abutting streets. roads. Policy. or (e) resulting in loss or damage which would not
avenues. alleys lanes. ways or waterways. but nothing in have been sustained if the insured clamant had been a pur-
this paragraph shay) modify or limit the extent to which the chaser or encumbrancer for value without knowledge
ordinary right of an abutting owner for access to a
physically open street or highway is insured by this policy.
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY-1979
EXCLUSIONS
In addition to the exceptions in Schedule B.you are not insured against loss,costs.attorneys'fees and expenses resulting
from:
1. Governmental police power,and the existence Or violation of any law or government regulation This includes
building and Zoning ordinances and also laws and regulations concerning,
land use
improvements on the land
land division
environmental protection
This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks
2. The tight to take the land by condemning it,unless a notice of taking appears in the public records on the Policy
Dale
3. Title Risks:
that are created,allowed, or agreed 10 by you
that are known to you,but not to us, on the Policy Date — unless they appeared in the public records.
that result on no loss to you
that first affect your title after the Policy Date — this does not limit the labor and material lien coverage in
Item B of Covered Title Risks
4. Failure to pay value for your title.
S. Lack of a fight:
to any land outside the area specifically described and referred to in Item 3 of Schedule A
or
in streets,alleys,or waterways that touch your land.
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks
t• SCHEDULE I (Continued) •
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970
WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy:
1. Any law. ordinance or governmental regulation (including but not limited to building and zoning ordi
fiances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land,or Prohibit-
ing a separation in ownership or a►educlion in the dimensions Or area of the land,or the effect of any viola-
tion of any such law,ordinance or governmental regulation.
2. Rights of eminent 130main or governmental rights of police power unless notice of the exercise of such
rights appears in the public records at Date of Policy.
3. Defects,liens.encumbrances.adverse claims,or other matters(a)created,suffered.assumed or a,,ee,.,to
by the insured claimant,(b)not known to the Company and not shown by the public records but known to
the insured claimant eithe- at Date of Policy of at the date such claimant acquired an estate or interest
insured by this policy or acquired the insured mortgage and not disclosed in writing by the insure claim-
ant to the Company prior to the date such insured claimant became an insured hereunder. (c)resulting in
no loss or damage to the insured claimant.(d)attaching or create? subsequent to Date of Policy(exceat to
the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent
insurance is afforded herein as to assessments for street improvements under construction or completed
at Date of Policy)
1. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of
any subsequent owner of the indebtedness to comply with applicable"doing business"laws of the state in
which the land is situated.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B-1970
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
1. Any law, ordinance or governmenta: regulation (including but not limited to building and zoning ordi-
nances)restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land.or prohibit-
ing a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any
violation of any such law, ordinance or governmental regulation.
2. (gights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appear in the public records at Date of Policy.
3. Defects. liens.encumbrances,adverse claims,Or other ma, (al created.suffered.assumed or a^„•eed to
a
by the insured claimant;(b) not known to the Company and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest by
this policy and not disclosed in writing by the insured claimant to the Company prior to the dale such
insured claimant became an insured hereunder,(c)resulting in no Toss or damage to the insured claimant.
(d)atta:hing or created subsequent to Date of Policy:(e)resulting in loss or damage which would not nave
been sustained if the insured claimant had paid value for the estate or interest insured by this policy.
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GENERAL PROVISIONS
1. Make atl adjustments and pmrations on the basis of a 30-day month. 'C40se of Escmw- is
the day instruments are recorded. AP documents and funds due the respective parties herein are to
be mailed to the addresses set out below their respective signatures, unless otherwise hstructed.
Our signatures on any documents and irWructions pertaining to this escrow Indicate our uneondf•
SDMA' 4nProval of san*.
t W exarninat►on w iruurance as to ft arnount or payment of real or persona'Property taxes
le t;.�uired unless the teal property tax is payable on or before the date of fine policy of tulle
insurance.
`
3. Seller guarantees and You shall be fully protected In assuming that, as to any Insurance
policies handed you, each policy is in force, has not been hypothecated and that at, neoessay
premiums therefor have been paid. You will,as my agent,assign any fire insurance handed you for
usa.4'1 tfus esw .w.
of
4. V conflicting demands are made or notice served upon You or legal action taken in
conne:tion whh this escrow you shall not be required to determine the same or take any action In the
premises. W may withhold and slop all further proceedings without liability therefor,or you may file
su',, in interpleader or tot declaratory relief. If you are required to respond to any leg&! summons or
proceedings or If any action of interpteader or declaratory relief is brought by you, we jointly and
severally agree to pay all costs, expenses and reasonable attorney's fees expended or incurred by
you, and a Gen is hereby created in your company's favor to cover said items.We ag"ee to save you
ha•miess as escrow holder hereunder from all loss and expense, including reasonable a'tomey's
fees and court costs sustained by reason of any action, legal or otherwise, which may in any way
arise out of this escrow, before and after closing, notwithstanding anything in these instructions to
S e coronary.
S. These instructions may be executed In counterparts, each of which shah be deemed an
original regardless of the date of Its execution and delivery. All such counterparts together shall
-.constitute one and the same document. You are hereby given a lien upon all the rights, flue and
interest of each of the parties hereto in all escrowed documents, funds and other property, and all
monies o► property for any and all expenses,attomey's fees, losses and other liabilities caused you
in this escrow.
e. The parties to these escrow instructions authorize you to destroy these instructions and at
other Instructions and records In this escrow at any time after five (5) years from date of these
escrow instrwtions.
7. Time It of the essence of these instructions. Of you are unable to comply with these
insiruetions on or prior to the date shown on reverse,you will comply as soon thereafter as possible
unless a written demand for return of money or instruments by a party to this escrow Is received by
you subsequent to such date and prior to the recording of any instrument provided for herein
•. •fir any reason this escrow should be cancelled you are hereby authorized and directed to
use funds on deposit herein fir payment of any charges herein Including but not united Io Your
Canoetlation lie.
REAL ESTATE OPTION AGREEMENT
1 . PARTIES
The parties to this Real Estate Option Agreement
('Agreement") are SBE Financial Corporation, a California
corporation ("Optionee") , and the City of Huntington Beach, a
municipal corporation of the State of California ("Optionor") .
2. RECITALS
This Agreement is made with reference to the
following facts:
a) Optionor owns or is about to acquire fee title
to that certain real property described in Exhibit "A" attached
hereto and incorporated herein.
b) Optionor and Optionee deem it to be in their
mutual best interests to enter into this Agreement in
connection with Optionor granting to Optionee the right, under
certain circumstances , to acquire the Property.
3. OPTION
3. 1 Option. For good and valuable consideration and
the sum of $10.00, receipt of which is hereby acknowledged,
Optionor does hereby grant to Optionee the option (the
Ei;Hi�IT p
"Option") to purchase the Property pursuant to the terms of
that certain Purchase and Sale Agreement and Escrow
Instructions (the "Purchase Agreement" ) a copy of which is
attached hereto at Exhibit "B".
3. 2 Option Period. The option period ("Option
Period" ) shall commence on the Effective Date (as defined
below) and shall terminate on October 31 , 1987.
3. 3 Exercise. Optionee may exercise the Option only
if Optionee has failed timely to acquire fee title to that
certain real property described in Exhibit "C" attached hereto
and incorporated herein ("Phase III Property") pursuant to that
certain Real Estate Option Agreement ("Phase III Agreement")
dated , 1985, between Optionor, as optionee and
Optionee, as optionor, and that certain Purchase and Sale
Agreement and Escrow Instructions attached as Exhibit "B" to
the Phase III Agreement. So long as the foregoing condition
has been satisfied, Optionee may exercise the Option by
delivering, no earlier than August 2, 1987 and no later than
October 31 , 1987, to Optionor three (3) copies of the Purchase
Agreement originally executed by Optionee. Upon receipt of
three (3) copies of the Purchase Agreement, Optionor shall
immediately execute all three (3) copies and immediately
2
deliver one such fully executed Purchase Agreement to Optionee
and one to Optionee for delivery to Escrow Holder (as such term
is defined in the Purchase Agreement) .
3.4 Termination. If Optionee fails to exercise the
Option during the Option Period pursuant to the terms of
Section 3. 3 above, this Agreement shall immediately terminate
without notice to Optionee and be null and void and be of no
force and effect, in which event Optionee shall, upon the
written request of Optionor, execute, acknowledge and deliver
to Optionor a standard form.
4 . NOTICES
Any notice, demand, approval, consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval, consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Optionee is:
SBE FINANCIAL CORPORATION
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
3
with a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
and the address of Optionor is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
with a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
5. GENERAL PROVISIONS
5. 1 Assignment and Modifications. Optionee
may assign its duties, tights or obligations hereunder with the
prior written consent of Optionor which consent shall not be
withheld unreasonably. This Agreement may not be modified or
amended except by a written agreement signed by Optionor and
Optionee and only to the extent set forth in such a writing.
4
5. 2 Attorneys ' Fees. In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred,
(including , without limitation, actual attorneys ' fees
incurred) , in addition to all other relief and remedies to
which the prevailing party may be entitled.
5 .3 Further Assurances . From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
5. 4 Successors. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and (to the extent permitted hereunder) assigns of the parties.
5. 5 Executed Counterparts. This Agreement, and
each agreement referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
5.6 Section Headings. The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
5.7 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
5
tom•
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
5. 8 Severability. In the event that any of the
provisions , or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions , or portions thereof, shall not be affected thereby.
5.9 Exhibits• Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
5. 10 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding.
5. 11 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
6
1. •
6. Execution.
This Agreement is executed and effective this
day of , 196_ (the "Effective Date") at Orange
County, California.
Optionor:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Optionee:
SBE Financial Corporation,
a California corporation
By:
Its:
TKB1450 7
'7 /1S /Qr
EXHIBITS
A. Legal Description
B. Purchase Agreement
C. Legal Description/Phase III Property
PARCEL. Is
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range it West, as per Map recorded in Boric 51,
Page 13 of Miscellaneous Maps, records of Orange County Colifornia.
Except the Sovth 16 feet also except the Westerly 290 feet thereof.
Ely.Hii;IT
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
1 . PARTIES
The parties to this Purchase and Sale Agreement and
Escrow Instructions ("Agreement") are SBE FINANCIAL
CORPORATION, a California corporation ("Buyer") , and the CITY
OF HUNTINGTON BEACH, a municipal corporation of the State of
California ("Seller") .
2 . DEFINITIONS
For the purposes of this Agreement, the term:
(a) "Close of Escrow" means the date on which all
documents delivered to Escrow Holder that should be recorded
are recorded in the appropriate county offices;
(b) "Escrow" means the escrow established with
Escrow Holder as set forth in this Agreement;
(c) "Escrow Holder" or "Title Company" means Orange
Coast Title Company, Santa Ana, California.
(d) "Property" means that certain real property
which consists of approximately 2. 47 acres of land located in
the City of Huntington Beach, County of Orange, State of
California, described in Exhibit "A" attached hereto, and all
of Seller' s rights and interests (including mineral, gas and
oil rights and interests) appurtenant thereto;
(e) "Closing Date" means December 1 , 1987 or an
earlier date as may be mutually agreed upon by Buyer and
Seller.
(f) "Permitted Title Exceptions" means all of those
covenants, conditions, restrictions, rights of way, easements,
reservations and other matters affecting the Property of record
disclosed in that certain preliminary title report (No.
99797-5) dated May 1 , 1985 ("Report") and issued by Title
Company other than Exceptions Nos. 14 and 15 which secure the
payment of money. A copy of the Report is attached hereto,
marked Exhibit "B" and incorporated herein.
3. RECITALS
_This_ Agreement is made with reference to the
following facts:
Lnt+.✓!
(a) Seller owns fee title to the Property-
(b) Buyer desires to acquire fee title to the
Property.
(c) Buyer and Seller deem it to be in their mutual
best interests to enter into this Agreement in connection with
Buyer ' s acquisition of the Property.
4 . PURCHASE PRICE
4 . 01 Total Purchase Price . Subject to and in
accordance with the terms and conditions of this Agreement,
Seller agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, fee simple title to the Property for a total
consideration of $746 , 485. 00 (the "Purchase Price" ) ., which sale
shall be consummated through the Escrow, as set forth herein.
4 . 02 Payment of Purchase Price. The Purchase
Price shall be payable as follows :
a. Initial Deposit. Buyer shall deposit
the sum of $25,000 . 00 , representing the amount of the Deposit
(as defined below) , at the time and in the manner specified in
Section 4 . 03 below.
b. Remaining Payment. Buyer shall
deposit in Escrow, prior to the Close of Escrow, an amount in
cash or cashier' s check equal to $723 , 485.00 which is the
Purchase Price less the Deposit ("Remaining Cash Payment") .
4.03 Deposit. Within three (3) business days of
the execution of this Agreement by both parties, Buyer shall
cause the Escrow to be opened with Escrow Holder and, con-
currently therewith, shall deposit with Escrow Holder the
amount of $25 , 000 .00 (the "Deposit") . The Deposit shall be
held by Escrow Holder and disbursed to Seller or returned to
Buyer pursuant to the terms of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the
execution of this Agreement by Seller, the delivery hereof by
Seller to Buyer, Seller' s performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Seller.
2
i. •
6. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the
execution of this Agreement by Buyer, the delivery hereof by
Buyer to Seller, Buyer 's performance hereof, and the
transactions contemplated hereby have each been duly authorized
by requisite action on the part of Buyer.
7. ESTABLISHMENT OF ESCROW
Upon execution of this Agreement by Buyer and Seller,
Buyer shall cause an originally executed copy of this Agreement
to be deposited with Escrow Holder. The provisions of this
Section 7 and Sections 8 , 9 , and 10 of this Agreement together
with the general provisions of the standard form escrow
instructions of Escrow Holder which are attached hereto at
Exhibit "C" , to the extent not in conflict with the provisions
of this Agreement, shall constitute the full and complete form
of escrow instructions to Escrow Holder.
8. ESCROW INSTRUCTIONS
8. 01 Duties of Seller. Seller agrees:
(a) To execute, acknowledge, and deliver
to Escrow Holder, in recordable form, before the Closing Date,
a grant deed (the "Deed") in usual form conveying the Property
to Buyer;
(b) To obtain, on or before the Closing
Date, a commitment by Title Company to issue a CLTA Standard
Coverage Policy (the "Title Insurance Policy") in the amount of
the Purchase Price showing fee title vested in Buyer subject
only to the Permitted Exceptions;
(c) To execute or cause to be executed,
have acknowledged and delivered, as appropriate, such
additional documents and instruments as may be necessary or
appropriate to consummate the transactions contemplated by this
Agreement;
(d) Subject to the terms of the Lease, to
deliver possession of the Property to Buyer at the Close of
Escrow; and
(e) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
3
every other agreement between the parties which is referred to
herein.
8. 02 Duties of Buyer. Buyer agrees:
(a) To deposit with Escrow Holder the
Deposit within the time provided at Section 4 .03 above;
(b) To deposit with Escrow Holder no later
than the day before Close of Escrow the Remaining Cash Payment;
(c) To execute, have acknowledged and
deliver to Escrow Holder as appropriate such additional
documents and instruments as may be necessary or appropriate to
consummate the transaction contemplated by this Agreement ; and
(d) To take all such additional steps and
actions as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement and by each and
every other agreement between the parties which is referred to
herein.
8 . 03 Duties of Escrow Holder. Escrow Holder
shall:
(a) Hold all documents, instruments and
cash delivered to it in accordance with the terms of this
Agreement;
(b) Have, and be subject to, all of those
rights, duties, privileges and immunities set forth in the
standard printed escrow instructions used by Escrow Holder,
which are attached hereto at Exhibit "C" , except insofar as
such instructions are inconsistent with the terms or conditions
of this Agreement; and,
(c) When each of the conditions of closing
set forth in Section 10 below have been satisfied or waived by
the parties in writing delivered to Escrow Holder, record in
the appropriate offices the Deed and any other instruments or
documents that should be recorded, and promptly thereafter
deliver all documents , instruments, and cash then held by
Escrow Holder to the parties entitled thereto., including, but
not limited to, the following:
(i) To Seller, the Purchase Price
less (1) Seller's share of Closing Costs (as defined below) and
other debits from Seller 's account necessary to effect
4
prorations between Buyer and Seller of certain items, both as
set forth in Section 9 below, and (2) such other amounts as are
appropriate to accomplish the purposes of this Agreement;
(ii) To Buyer, the Deed after it has
been recorded; and
(iii) To any other person or entity,
the money, documents and/or instruments necessary to satisfy
the requirements of this Agreement.
9. PRORATIONS AND CLOSING COSTS
9 .01 Prorated Expenses . Escrow Holder shall
prorate , on the basis of a thirty (30) day month, between
Seller and Buyer, as of the Close of Escrow, real property
general and special taxes, if any, respecting the Property.
9 . 02 Closin5 Costs . All closing costs (the
"Closing Costs" ) attributable to the sale of the Property, as
determined by Escrow Holder, for which the responsibility of
payment is not specifically provided for herein shall be
apportioned between Buyer and Seller in accordance with the
usual practices in Orange County, California in the case of
sales of this type. The premium for the Title Insurance Policy
shall be paid by Seller. Any recording costs for the Deed and
any documentary transfer taxes shall be paid by Seller. Buyer
and Seller shall share equally Escrow Holder's fees.
10. CONDITIONS OF CLOSING
The Close of Escrow shall be contingent upon the
following conditions:
(a) That Title Company is committed to issue or
shall issue to Buyer the Title Insurance Policy with a
liability limit equal to the Purchase Price and showing fee
title to the Property vested in Buyer free of all exceptions to
title , excepting only:
1 . The Permitted Title Exceptions;
2. Current and non-delinquent general and
special real property taxes.
(b) All other documents, instruments and cash
required by this Agreement to be delivered to the Escrow Holder
have been so delivered.
5
(c) Neither Buyer nor Seller shall have delivered to
Escrow Holder a written notice of cancellation of the Escrow
that has not thereafter been rescinded or cancelled; provided,
that nothing in this paragraph gives either party a right to
cancel this Escrow.
11 . DELAYED CLOSING
If Escrow Holder is unable to comply with the in-
structions contained in this Agreement on or prior to the
Closing Date (or an extension of such date that is executed by
both Buyer and Seller) Escrow Holder shall comply therewith,
and the Close of Escrow shall occur as soon thereafter as
possible unless a written notice of cancellation and a demand
for return of money or documents by Seller or Buyer is received
by Escrow Holder prior to the recording of any instrument which
is provided to be recorded under this Agreement. Nothing in
this paragraph shall be construed as giving either Buyer or
Seller a right to cancel the Escrow.
12 . BROKERAGE COMMISSIONS
Buyer and Seller each represent and warrant to the
other that it has not dealt with any finders, real estate
brokers or salespersons in connection with the transaction
contemplated by this Agreement.
Each party agrees to indemnify and hold the other
party harmless from any and all liability, costs , damages and
expenses (including attorneys ' fees) incurred by the other
party by reason of the breach of the indemnifying party' s
representations and warranties under this Section 12.
13. TIME IS OF THE ESSENCE
Buyer and Seller agree that time is of the essence of
this Agreement and each and every provision herein, including
but not limited to, the provisions concerning the Close of
Escrow and the provisions concerning payments and deposits by
Buyer.
14. NOTICES
Any notice, demand, approval , consent, or
communication required or desired to be given under this
Agreement shall be directed as indicated below and shall be
personally served or given by mail. Any notice, demand,
approval , consent, or other communication given by mail shall
be deemed to have been given when delivered personally or when
6
seventy-two (72) hours have elapsed from the date it was
deposited in the United States mail, certified mail, postage
prepaid, addressed to the party to be provided notice at the
last address given by that party under the provisions of this
section. At the date of the execution of this Agreement, the
address of Buyer is:
SBE Financial Corporation
2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
Attn: Richard Packer
Sharon Etchegoyen
with a copy to:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attn: Thomas K. Brown, Esq.
and the address of Seller is:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Manager
with a copy to:
City of Huntington Beach
2000 Main
Huntington Beach, CA 92648
Attn: City Attorney
Copies of all notices shall be delivered to Escrow
Holder whose address is:
Orange Coast Title Company
640 N. Tustin Avenue
Suite 106
Santa Ana, CA 92705
Attn: MaryAnn Gigure
7
15 . GENERAL PROVISIONS
15.01 Assignment and Modifications. Buyer may
assign all of its duties, rights and obligations hereunder with
the prior written approval of Seller, which approval shall not
be withheld unreasonably; provided , however, such assignment
shall not relieve Buyer of its duties and obligations
hereunder . This Agreement may not be modified or amended
except by a written agreement signed by Seller and Buyer and
only to the extent set forth in such a writing.
15. 02 Attorneys ' Fees . In the event legal action
is commenced to enforce or interpret, or for breach of, any
provision of this Agreement, the prevailing party shall be
entitled to recover its costs and expenses incurred (including,
without limitation, actual attorneys ' fees incurred) , in
addition to all other relief and remedies to which the
prevailing party may be entitled.
15 . 03 Further Assurances . From time to time each
party will execute and deliver such further instruments and
take such further actions as any other party may reasonably
request in order to discharge and perform the obligations and
agreements hereunder and the transactions contemplated hereby.
15.04 Form of Documents. All instruments and
other documents to be executed and delivered under this
Agreement by any party to any other party shall be in a form
satisfactory to the other party.
15.05 Successors. This Agreement shall be
binding upon, and shall inure to the benefit of, the successors
and assigns of the parties.
15.06 Executed Counterparts. This Agreement, and
each agreement: referred to herein, may be executed in two or
more counterparts, all of which together shall constitute a
single agreement, and each of which shall be deemed an original
of this Agreement for all purposes.
15.07 Section Headings . The various section
headings in this Agreement are inserted for convenience of
reference only, and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.
15.08 Calendar Days; Close of Business. Unless
the context otherwise requires, all periods terminating on a
given day or date or at the expiration of a given period of
days, shall terminate at the close of business on that day or
date, unless such day or date is Saturday, Sunday or a legal
8
holiday, in which case such day or date shall be the next
business day. All references to "days" shall refer to calendar
days unless the context otherwise requires.
15 . 09 Severability. In the event that any of the
provisions, or portions thereof, of this Agreement are held to
be unenforceable or invalid by any court of competent
jurisdiction., the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
15 . 10 Exhibits . Each of the exhibits attached
to, or mentioned in, this Agreement is incorporated into, and
made a part of, this Agreement by this reference.
15. 11 Entire Agreement. This Agreement and its
exhibits contain the entire agreement of the parties with
respect to the Property and no other agreement, statement,
representation or promise (oral or written) made by any party,
or by or to any employee, officer or agent of any party, which
is not contained in this Agreement shall be effective or
binding .
15. 12 Governing Law. The validity,
interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of
California.
15 . 13 Agreement Independent of Escrow. The
rights and obligations of each party herein set forth and
agreed to be undertaken have been made in and under this
Agreement, independent of Escrow Holder and the Escrow. If any
requirements relating to the duties of the Escrow Holder
hereunder are not acceptable to the Escrow Holder, or if the
Escrow Holder requires additional instructions, the parties
agree to make such deletions, substitutions and additions to
this Agreement or subsequent amendments to this Agreement as
may be reasonably required by Escrow Holder if the same can be
done without altering the basic terms and conditions of this
Agreement.
9
16. EXECUTION
This Agreement is executed as of this day of
198_, in Orange County, California.
"SELLER"
SBE FINANCIAL CORPORATION,
a California corporation
By:
Its :
"BUYER"
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
TKB145P 10
8/5/85
EXHIBITS
A. Legal Description
B. preliminary Title Report
C. Escrow Instructions
PARCEL is
The South half of the Southwest quarter of the Northwest quartet of the Pbrthwest
quarter of Section 35, Township S South, Range 11 West, as per Map recorded In Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet ttwoof.
EXHIBIT
. ORANGE @OAST TITLECOMPANY
[3�b 0 BOX 11825 ❑239 W FOOTHILL BLVD.
SANTA ANA. CA 92711 UPLAND CA 91786
(714) 558-2836 (714) 981.5708
❑ ORANGE COAST TITLE COMPANY OF RIVERSIDE
3773 uNIVERSITY AVE. • P.O BOX 1326
RIVERSIDE. CA 92501 • (714) 781-6500 ZENITH 7-6500
PRELIKIMARY REPORT
KADISO N, PFAELZER, WOODARD,
QUINN AND ROSSI
1301 Dove 0 500
Newport Beach, CA
Date April 29, 1935 Aftenbon: Tom Brown Your No Mushroom Farm Phase II
Our No. "797-3
Dated as of April 24 Is_ll 7.30 A.M.
In response to the above referenced application for a policy of title insurance, the insurer
hereby reports that it is prepared to issue, or cause to be issued, as the date hereof, a Policy or Policies
of Title Insurance describing the land and this estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or refer-
red to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Condi-
tions and Stipulations of said policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in
Schedule I and Schedule 1 (continued) attached. Copies of the Policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating
the issuance of a policy of title insurance and no liability is assume her If it
bility be assumed prior to the issuance of a policy of title insurance,a Bid is desir 1 that lia-
de or Commit e, t shool
be requested.
i le Officer
PAM PARKER
The form of policy of title insurance contemplated by this report is:
•a California Land Title Association Standard Coverage Policy - 1973,owner's Policy."
The estate or interest in the land hereinafter described or referred to covered by this Report is: a fee
Title to said estate or interest at the date hereof Is vested In:
S B E FINANCIAL CORPORATION, A CALIFORNIA CORPORATION
EXHIBIT "B" _ ^
_�, {
ORDER NO.
The land referred to in this Report is situated in the State of California,County of Orange
and is described as follows:
(See Exhibit `A')
At the date hereof exceptions to coyerage in addition to the Exceptions and Exclusions in said policy form would be as
follows: A. General and Special Taxes for the fiscal year 19854986. A lien not yet payable.
B. Second irutallment General and Speci
al Taxes for the fiscal year 1984-1985,
$538.07, plus penalty of $53.80, plus costs of $10.00. Code Area 04-010, Assessors
Parcel 1�4o. 111-071-05, Exemption Norx-
Affects Parcel I.
C. second hstallmeK,t General and Special Taxes for the fiscal rear 1984-1965,
$669.70, plus penalty of $66.97, plus costs of $14.A0. Code Area 04-010, Assessors
Parcel No. 111-071-19, Exemption None-
Affects Parcel Z
D. Second Instollment General and Special Taxes for the fiscal year 1964-1985, $69.75,
plus penalty of $6.97, plus costs of $10.00- Code Area 04-010, Assessors Parcel No-
III 07 l-29, Exemption None.
Affects Parcel I
E. Any additional amomts of general and special taxes which may be Wsesse" by
reason of:
Exceptions Continued... Page 2
(a) Reappraisal of the property values as of March 1, 1975;
(b) improvements odded subsequent to March 1, 1975;
(c) C xrge of ownership subsequent to March 1, 1975;
(d) Any final judg,rent deterrnining Article 13A as added to the Constitution of the
State of Califamia, being invalid, unconstitutional, or having been improperly
applied.
F. The lien of supplemental taxes, if any, assessed pursuant to the provisions of
Chapter 4980 Statutes of 1983 of the State of California.
i. The use and control of clenegas and natural streams of water, if any, naturally
upon, flowing across, into or by said Tract, and the rights of way for and to.
construct irrigation or drainage ditches through said Tract to irrigate or drain the
odjocent land, as reserved In deeds of record.
2. The reservation of the Westerly 30 feet of Parcels 2 and 3 for roads, railroads and
ditches and the use and control of eienega'.s and natural streams of water, If any,
naturally upon, flowing across, into or by said Tract, and the rights of way for and
to construct Irrigation or drainage ditches through sold Tract to irrigate or drain
the adjacent land, as contained in deeds of record.
3. The rights of the owners of the other lands described in the community oil lease
dated August 10, 1920, recorded October 6, 1920, in Book 16, Page 303 and 308 of
Leases, to share in the benefits from production of oil, gas and other hydrocarbon
substances from the land herein described, the rights of the lessee therein having
been terminated by an instrument recorded July 29, 1926 In Book 59, Page 290,
Leases.
NOTE: The present ownership of sold leasehold and other matters affecting
Interest of lessee are not shown by this report.
4. An easement for rood and Incidental purposes, as granted to the Carty of Orange
in the deed recorded In Book 237, Page 344, of Deeds.
Affects the West-30 feet of Parcels 2 and 3.
S. The right of way for pipe lines, telephone and telegraph lines, etc., as conveyed to
the Standard Oil Company by deed recorded December 99 1920 in Book 380, Page
227 of Deeds, over Parcel 2.
Said lines to be laid on a strip of land I rod wide the Westerly boundary of which Is
a line East of, parallel with and 10 feet distant from the Westerly boundary line of
said section. Said strip extends from the Northerly to the Southerly line of said
Parcel. Also reciting the right to Icy additional lines, recorded December 99 1920
In Book 380, Page 227 of Deeds.
0 •
Exceptions Continued... Page 3
Note: A consent for right of way of said lines was executed by Shell Oil Company
by instrument recorded Mcy 27, 1924 in Book 5249 Page 324 of [Deeds.
�. The right of way for pipe lines, telegraph and telephone poles as conveyed by Plate
Hilton and husband and Herbert Krahling and wife to the Standard Oil Company by
deed recorded December 13, 1920 In Book 380, Page 268 of Deeds.
Affects Parcel 3.
7. A 50% reservation of the net land owner's royalties of all oil, gas, asphaltum and
hydrocarbon substances or thie proceeds thereof, which may be produced from or
under said kr4 as reserved by various deeds of record.
Affects Parcel 3.
8. An easement for pipe lines and pole lines and incidental purposes, as provided in an
instrument recorded In Book 381, Page 88 of Deeds.
9. An oil and gas lease covering Parcel 2 and other land dated August 12, 1940,
executed by J. Ed Huston and otters, as lessors, and West American Oil Company,
as lessee, recorded Febnrary 24, 1941 in Book 1083, Page 93 of Off icial Records, and
re-recorded February 10, 1942 in Book 1132, Page 110 of Official Records, to which
record reference Is made for full particulars.
An undivided 215ths of the lessee's interest in and to said leasehold estate was
assigned to Etienne Lang by assignment recorded March 2, 1945 in Book 1300, Page
385 of Official Records.
l
Note: Recorded Febuary 8, 1947 in Book 1473, Page 300 of Official Records Is a
certified copy of the Decree of Distribution in the matter of the estate of Jean
Etienne Lang, also known as Etienne Lang, deceased, Case No. 239 788 iin the
Super for Court, Los Angeles County, distr i but i ng an undivided 1110 Interest In the
leasehold estate cleated under said lease to Gladys T. .Lang, Serge Robert Lang,
j Jocquest Waiter Lang and Nodine Helene Lang, as their separate property, In equal
(� shares, said distributees also being the ocrnibus distributees thereunder.
The Lessee's interest In and to said leasehold estate is abject to the following
matters:
A. An undivided 1-2C3rd% overriding royalty of all oil and gas owned by Harold C.
Morton and Dorothy F. Morton, husband and wife, as disclosed by the above
anent cored assignment recorded in Book 1300, Page 385 of Off 1ciai Records.
B. An unrecorded contract dated Januffy 1, 1961 by and between West American
Oil Company and Standard Oil Company of California, Western Operations, Inc-,
relating to the sale of oil from said land, a Notice of which was recorded March 159
1961 in Book 56579 Page 182 of Off ieial Records.
Except;om Continped... Page 4
Note: The Interest of Standard Oil Company of California, Western Operations,
inn., has passed to C}evron U.S.A. ;nc., a California corporation.
C. Recorded May 24, 1978 in Book 1268% Page 586 is a Gultcloirn Deed from West
American Oil Company quitclaiming that certain Oil and Gas Lease dated August
12, 1940, recorded February 24, 1941 in Book 1083, Page 93 of Official Records and
re-recorded February 10, 1972 in Book 1134, Page 110 of Official Records of said
County, and all amendments and modifications thereof and supplements thereto
insofar as they affect the above described property, together with any restrictions
against drilling far oil on said property, and any easements a charge thereon
occording to the provisions of said lease.
10. Any easements and rights of way remaining a charge on said land according to the
provisions of the Oil and Gas Lease recorded July 3, 1953, in Book 2534, Page 562
of Official Records, the herein described land having been released from said Lease
by deed recorded May 12, 1954, in Book 2727, Page 13 of Official Records.
11. An easement for public utilities and incidental purposes, as granted to Southern
California Edison Company, a corporation, in deed recorded in Book 2808, Page 595
of Official Records, along the Southerly 10 feet of Parcel 1.
12. An easement for public utilities and incidental purposes, as granted to Southern
California Edison Company, a corporation, In deed recorded in Book 9633, Page 155,
of Official Records, along a portion of said ;and.
13. The terms, provisions, conditions of a Joint Use Agreement between Standard Oil
Company of California, a corporation" the City of Huntington Beach recorded
November 2991971, In Book 9905, Page 115 of Official Records.
Affects Parcel 1.
14. A Deed of Trust to secure an Indebtedness of $1,360,000.00, and any other amounts
payable under the terms thereof, recorded July 21, 1983, as Instrument No. 83-
112993, Official Records.
Dated: June 21, 1983.
Trustort Victor E. DI Stefano and Dian K. D1 Stefano, husband and
wife, as community property (Victor L Di Stefano, also known
as Victor DI Stefano and Diana K. Di Stefano, also known as
Diana Di Stefano).
Trustee; Federal Land Bank of Socromento, a corporatian.
Benefic;arys Federal Land Bank of Socronm tog a corporation.
Affects this and other property.
Exceptions Continued... Page S
I& A Deed of Trvst to secure an indebtedness of $3,433,0 i-00 and as Instrument other ummt amounts
payable under the terms thereof, recorded Fe�brvary 6.
043737, Off iclot Records.
Dated: February 59 M&
Trvstor: SSE Fir�cmlal Corporation, a California corporation.Colifomic
orporatio'California
Trustee% First American Title Imurance Companyt
corporation.
Beneficiary: Victor E. DiStefano and Diana K. Si Stefano, husband and wife.
Af f ects this and other property.
PP:dp (42)
Policy Rate: »0%
Enclosures: Plots
Exhibl%NA"
PARCEL I:
ht South holf of the Southwest Quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, as per Map recorded in Book 51,
Page 13 of Miscellaneous Maps, records of Orange County California..
Except the South 16 feet also except the Westerly 290 feet thereof.
PARCEL 2:
The South one-half of the Northwest quarter of the Southwest quarter of the Northwest
Quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Las Boisas, as
awn on a Map recorded in Book 51, Page 13 of Miscellaneous Maps, records of Orange
County, California.
Excepting therefrom an undivided 24128ths Interest in mineral rights SOO feet below the
surface of said land, but without the right of entry or any right on the surface or within
500 feet of the surface of said land, as reserved In deeds of record.
PARCEL 3: '
The Southerly 20 feet of the North half of the Northwest quarter of the Southwest quarter
of the Northwest quarter of Section 35, Township 5 South, Range II West, In the Ranctw
Las Boisas, as shown on o map recorded in Book 51, Page 13 of Miscellaneous Maps, records
of Orange County, Califomia.
SCHEDULE I
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY - 1973
SCHEDULE B
This policy does not insure against toss or damage, nor against costs.attorneys'lees or expenses,any or al! of which arise
by reason of the following
Part I
1. Taxes or assessments which are not shown as existing 7 Any law. ordnance or governmental regula,ion irnclud.
liens by the records of any taxing authority that levies ing but not limited to building and zoning ordnancesl
taxes or assessments on rest property or by the public restricting or regulating or prohibiting the occuaancy use
Ternrd; or enjoyment of the land, or regulating the cnara=ter..
Proceedings by a public agency Which may result in dimensions or location of any improvement now or here.
taxes or assessments. a notices of such proceedings, alter erected on the land. or prohibiting a secaratlon in
whether or not shown by the records of such agency or by ownership or a reduction in the dimensions or area of the
the public records land. or the effect of any violation of any such la:. ord,
2 Any facts. rights. interests or claims which are not nance or governmental regulation,
shown by the public records but which could be aster- 8. Rights of eminent domain or governmenia' r g'.ts of
tamed by an inspection of the land or by making inquiry of police power un;ess notice of the exercise of su"h rights
persons in possession thereof. appears in the public records.
3 Easements. liens or encumbrances. or claims thereof. 9. Defects, liens.encumbrances.adverse claims or oche,
which are not shown by the public records matters Cal created. suffered. assumed or agreed tc t, the
d D s.repancies. conflicts in boundary Imes.shortage in insured claimant. (b) not shown by the public re-orris and
area encroachments. or any other facts which a correct not otherwise excluded from coverage but knov.n to the
survey w ouid disclose, and which are not shown by the insured claimant either at Date of Policy or a' the dale such
public records claimant acquired an estate or interest insured by this
5 (a) Unpatented mining claims: (b) reservations or policy or acquired the insured mortgage and not disclosed
exceations in patents or in Acts authorizing the issuance in writing by the insured claimant to the Company prior to
thereof: (c) water rights. claims or title to water. the date such insured claimant became an insured here-
6. Any right, title. interest. estate or easement in land under. (c) resulting in no loss or damage to the insured
beyond the Imes of the area specifically described or claimant. (d attaching or created subsequent to Date of
referred to in Schedule A, or in abutting streets. roads. Policy. or (e) resulting in loss or damage which would not
avenues. alleys lanes. ways or waterways. but nothing in have been sustained if the insured claimant had been a pur-
this paragraph shall modify or limit the extent to which the chaser or encumbrancer for value without know ledge
ordinary right of an abutting owner for access to a
physically open street or highway is insured by this policy.
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY-1979
EXCLUSIONS
In addition to the exceptions in Schedule B.you are not insured against loss,costs.attorneys'tees and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation.This includes
building and zoning ordinances and also laws and regulations concerning*
land use
improvements on the land
land division
environmental protection
This exclusion does not lima the zoning coverage described in Items 12 and 13 01 Covered Title Risks
2. The right to take the land by condemning it,unless a notice of taking appears in the public records on the Policy
Date.
3. Title Risks:
that are created, allowed, or agreed to by you
that are known to you, but not to us, on the Policy Date — unless they appeared in the public records
that result in no loss to you
that first affect your title after the Policy Date —this does not limit the labor and material lien coverage in
Item 8 of Covered Title Risks
4. Failure to pay value for your title.
S. Lack of a right:
to any land outside the area specifically described and referred to in Item 3 of Schedule A
or
in streets, alleys,or waterways that touch your land.
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks
SCHEDULE 1 (Continued)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970
WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this polrcy�
1. Any law, ordnance or governmental regulation (including but not limited to building and zoning ordi-
nances) restricting or regulating or prohibiting the occupancy. use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land,or prohibit-
ing a separation in ownership or a reduction in the dimensions or area of the land,or the effect of any viola-
tion of any such taw,ordnance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise o! such
rights appears in the public records at Date of Policy.
3. Defects,liens.encumbrances.adverse claims,or other matters(al created,suffered.assumed or agreed to
by the insured claimant, (b) not known to the Company and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest
insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claim-
ant to the Company prior to the date such insured claimant became an insured hereunder. (c)resulting in
no loss or damage to the insured claimant,(d)attaching or created subsequent to Date of Policy(except to
the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent
insurance is afforded herein as to assessments for street improvements under construction or completed
at Date of Policy).
4. unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of
any subsequent owner of the indebtedness to comply with applicable"doing business"laws of the state in
which the land is situated.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B-1970
(AMENDED 10.17.70)
SCHEDULE OF EXCLUSIONS FROM COVERAGE
1. Any law, ordinance or governmenta; regulation (including but not limited to building and zoning ordi-
nances; restricting or regulating or prohibiting the occupancy. use or enjoyment of the land, or regulating
the character,dimensions or location of any improvement now or hereafter erected on the land.or prohibit-
ing a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any
violation of any such law, Ordinance or governmental regulation.
2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such
rights appear in the public records at Date of Policy.
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 and not shown by the public records but known to
the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest by
this policy and not disclosed in writing by the insured claimant to the Company prior to the date such
insured claimant became an insured hereunder.(c)resulting in no loss or damage to the insured claimant.
(d)attaching or created subsequent to Date of Policy:(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.
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GENERAL PROVISIONS
I. Make all adjustments and prorotions on the basis of a 30-day mordh.VIose of Escrow- k
tie day instruments are recorded. All docvmonts and funds due the respective parties herein are to
be mailed to the addresses set out below their respective signatures. unless otherwise instructed.
pur signatures on any documents and instructions pertaining to this escrow indicate orur uncond+-
Jional approval of same.
$ No exaTirution or ksummi a as to the amount or payment of real or personal PrOPe'tY taxes
le rewired unless fine Mat property tax Is payable on or before the data of the policy 01 title
drsuranoe.
3. Seiler guarantees and You shaft be fully protected in assuming that, as to any insurance
policies handed You, each
policy is in force, has not been hypothecated and that set nexssay
Premiums therefor have been paid.You will,as my agent, assign any fire insurance handed you tot
use fn this escrow.
4. K Conflicting demands are made or notice served upon You or legal action taken in
connection with this escrow you shalt not be required to determine the same or take any action in the
premises.Due may withhold and stop all further proceedings without liability therefor,or you may file
suit in interpieader or for declaratory relief. if you are required to respond to any legal summons or
proceedings or if any action of hterpleader or declaratory relief is brought by you, we jointly and
severally agree to pay all costs,expenses and reasonable attorney's tees expended or incurred by
you, and a lien is hereby created in your company's favor to cover said_Items.We agree to save you
harmless as escrow holder hereunder from all loss and expense, including reasonable attomey's
flees and court costs sustained by reason of any action, legal or otherwise, which may in any way
arise out of this escrow, before and after dosing, notwithstanding anything In these instructions to
the contrary.
5. These instructions may be executed in counterparts, each of which shalt be deemed
original regardless of the dale of its execution and delivery. AP such counterparts
erparll the together
title and
..Constitute one and the same document. You are hereby given' uponproperty,interest of each o1 the parties heiisto In see escrowed documents.
fees, losses losses a other liabilities causaQ you
monies or property for any and a expenses.
1n this escrow.
G. The parties to these escrow Instructions authorize you to destroy these instructions and at
other instructions and records in this escrow at any time after love (5) Years from date of these
escrow hstructions.
9. Time fs of the essence of these instructions. K you are unable to comply with these
ir,strudk>ns on or prior to the date shown on reverse,you will comply as soon thereafter as possible
unless a wrinen demand for return of money or instruments by a party to this escrow IS received by
YOU subsequent to such date and prior to the recording of any instrument provided for herein.
$. M for any reason this escrow should be cancelled you are hereby authorized and directed to
use funds on deposit herein for payment of any dwges herein includinfl but not limited to your
unoetlation tee.
PARCEL 1:
The Westerly 290 feet of the South half of the Southwest quarter of the Northwest
quarter of the Northwest quarter of Section 35, Township 5 South, Range 11 West, as per
Map recorded in Book 51, Page 13 of Miscellaneous Maps, in the office of the County
Recorder of said County.
X:xcept the South 16 feet thereof.
PARCEL 2:
The North half of the Northwest quarter of the Southwest quartet of the Northwest
quarter of Section 35, Township 5 South, Range 11 West, in the Rancho Los Boisas, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps.
Excepting therefrom the Southerly 20 feet.
PARCEL 3:
The South 16 feet of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township 5 South, Range Ii West, in the Rancho Las Bois=, as
sown on a Map recorded In Book 51, Page 13 of Miscellaneous Maps.
i
I
1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Thomas K. Brown, Esq.
Kadison, Pfaelzer, Woodard,
Quinn i Rossi
One Newport Place
1301 Dove Street, Suite 500
Newport Beach, CA 92660
(SPACE ABOVE THIS LINE FOR RECORDER' S USE ONLY.
MEMORANDUM OF OPTION
This Memorandum of Option is made as of ,
19 between the City of Huntington Beach, a municipal
corporation of the State of California ("Optionor") , and SBE
Financial Corporation, a California corporation ("Optionee" ) ,
who agree as follows:
1. Optionor hereby grants to Optionee an option to
purchase the real property described in Exhibit "A" attached
hereto and incorporated herein (the "Property") commencing on
the date hereof on the terms, conditions and provisions of that
certain Option Agreement between the parties, which Option
Agreement is dated of even date herewith and which provisions
are incorporated into this Memorandum of Option by this
reference.
2. This Memorandum of Option is prepared for the
purposes of recordation and in no way modifies or otherwise
affects the terms, conditions and provisions of the Option
Agreement.
E�l;;�;T
3. If the option granted hereby is not exercised by
October 31 , 1987 , this Memorandum of Option shall be of no
further force or effect.
OPTIONOR:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Address: 2000 Main
Huntington Beach, CA 92648
OPTIONEE:
SBE Financial Corporation, a
California corporation
By:
Its:
Address: 2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
lay.mv.b
STATE OF CALIFORNIA )
SS.
COUNTY OF ORANGE )
On this day of , in the year 19_,
before me, the undersigned, a Notary Public in and for said
State, personally appeared •
personally known to me (or proved to be on the basis of
satisfactory evidence) to be the person who executed the within
instrument as of SBE Financial
Corporation, a California corporation, the corporation therein
named, and acknowledged to me that the Corporation executed it
pursuant to its by-laws or a resolution of its board of
directors.
WITNESS my hand and official seal.
Notary Public in and for said State
TKB155K 3
8/6/85
PARCEL L
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township S South, Range 11 West, as per Map recorded In Book Si,
Page 13 of Miscellaneous Mcps, records of Orange County California
Except the South 16 feet also except the Westerly 290 feet thereof.
EXHIBIT
demolish, remove, replace, alter, relocate, reconstruct or add
to any of the existing improvements in whole or in part and to
modify or change the contour or grade , or both, of the
Property.
7 . Repairs and Restoration_. At all times during the
term of this Ground Lease , Tenant, at Tenant' s own cost and
expense, shall make all alterations , additions or repairs to
the Property or the improvements or facilities on the Property
required by valid law, ordinance, statute, order or regulation
now or hereafter made or issued by any governmental agency.
8 . Insurance. Tenant shall , at Tenant' s own cost
and expense , secure promptly after execution of this Ground
Lease and maintain during the entire term of this Ground Lease
such insurance coverage as Landlord shall reasonably request,
insuring Tenant and Landlord against loss or liability caused
by or connected with Tenant' s occupation and use of the
Property under this Ground Lease , including, without
limitation, liability and fire insurance.
9 . Assignment and Subletting. With Landlord' s
prior written consent, which consent shall not be withheld
unreasonably, Tenant shall have the right or power to assign,
sublet, or otherwise transfer any of Tenant' s interest in this
Ground Lease or the estate created by this Ground Lease .
10 . Tenant' s Defaults and Landlord ' s Remedies. The
following provisions shall pertain to defaults by Tenant and
the remedies of Landlord:
10 . 1 The occurrence of any of the following
shall constitute a material default and breach of this Ground
Lease by Tenant:
10 . 1 . 1 The failure by Tenant to pay any
rent provided for hereunder or make any other payment required
to be made by Tenant hereunder (collectively, the "Rent") as
and when due , where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to
Tenant.
10 . 1 . 2 The failure by Tenant to observe or
perform any other provision of this Ground Lease to be observed
or performed by Tenant (other than those described in paragraph
12. 1. 1 above) where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to
Tenant; provided, that if the nature of Tenant ' s default is
2
such that more than ten (10) days are reasonably required for
its cure, then Tenant shall not be deemed to be in default if
Tenant shall commence such cure within that ten (10) day period
and thereafter diligently prosecutes such cure to completion,
which completion shall occur in any event not later than sixty
(60) days from the date of such notice from Landlord.
10 . 2 In the event of any default by Tenant
hereunder as provided in Section 10. 1 hereof, then, Landlord
shall be entitled to exercise any rights or remedies available
at law or in equity, all of which rights and remedies shall be
cumulative.
11 . Governing Law. This Ground Lease and all matters
relating to this Ground Lease shall be governed by and con-
strued in accordance with the laws of the State of California.
12 . Attorneys ' Fees . Should any litigation be
commenced between the parties to this Ground Lease with respect
to the subject matter hereof, the party prevailing in such
litigation shall be entitled, in addition to such other relief
as may be granted in the litigation, to a reasonable sum as and
for his costs and attorneys ' fees in such litigation which
shall be determined by the court or in a separate action
brought for that purpose.
13. Notices . All notices and demands shall be given
in writing, and addressed to the party at the address appearing
opposite the signatures below. Notices shall be considered
given upon personal delivery, or three (3) days after the
deposit in the United States mail, return receipt requested and
postage prepaid.
14 . Memorandum of Lease. Either Landlord or Tenant
may elect to record a memorandum of ground lease for this
Ground Lease. Upon such election, both Landlord and Tenant
shall execute a memorandum of ground lease for this Ground
Lease for purposes of, and in form suitable for, recording.
Such memorandum shall describe the parties , set forth a
description of the Property, specify the term of the Ground
Lease, incorporate this Ground Lease by reference , and be
recorded in the Official Records of the County Recorder of
Orange County, California concurrent with the execution hereof.
15. Severability. In the event that any of the
provisions, or portions thereof, of this Ground Lease are held
to be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
3
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Township S South, Range ii West, as per Map recorded In Book 51,
Page 13 of Misce II aneous Maps, records of Orange County California
Except the South 16 feet also except the Westerly 2% feet thereof.
EXHIUIT
PARCEL 1:
The Westerly 290 feet of the South half of the Southwest quarter of the Northwest
quartet of the Northwest Quarter of Section 35, Townshia S Sovtth, Rage 11 West, as per
M,w recorded In Book 51, Page 13 of Miscellarxecvs Maps, in the office of the County
Recorder of sold County.
.Excep! the South 16 feet thereof.
OARCF.L 2s
The North half of the Northwest quarter of the Southwest quartet of the Northwest
quarter of Section 35, Township 5 South, Raige 11 West, In the Rarcho Los Bolsns, as
shown on a Map recorded in Book 51, Page 13 of Miscellaneous Maps.
Excepting therefrom tlx Southerly 20 feet.
PARCEL 3:
The South 16 feet of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Towrnsh i p 5 South, Rome 11 West, in the Rancho Los Bo l um, as
"wn on c W-W recorded in Book 51, Page 13 of Miscellaneous Maps.
EXHIBIT "B" -
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Kadison, Pfaelzer, Woodard,
Quinn & Rossi
One Newport Place
1301 Dove Street
Suite 500
Newport Beach, CA 92660
Attention: Thomas K. Brown, Esq.
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY. )
MEMORANDUM OF LEASE
This memorandum of Lease is made as of
1986 between SBE Financial Corporation, a California
corporation ("Tenant") , and the City of Huntington Beach, a
municipal corporation of the State of California ("Landlord" ) ,
who agree as follows:
1 . Term and Premises .
Landlord leases to Tenant and Tenant leases from
Landlord the real property described on Exhibit "A" attached
hereto and incorporated herein (the "Property") for a term
commencing on the date hereof and terminating two (2) years
after the date Landlord acquires from Tenant fee title to the
real property described in Exhibit "B" attached hereto and
incorporated herein or, if later, August 1, 1989 on the
provisions of that certain Ground Lease between the parties ,
which Ground Lease is dated the same date as this Memorandum of
Lease (the "Lease") , which provisions are incorporated into
this Memorandum of Lease by this reference .
2. Purpose of this Memorandum of Lease.
This Memorandum of Lease is prepared for the purposes
of recordation, and in no way modifies or otherwise affects the
provisions of the Lease.
EXhiri1T :' �"
Tenant
SBE Financial Corporation,
a California corporation
By:
Its :
Landlord
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
2
STATE OF CALIFORNIA )
SS.
COUNTY OF ORANGE )
On this day of in the year 19_,
before me, the undersigned, a Notary Public in and for said
State , personally appeared ,
personally known to me (or proved to be on the basis of
satisfactory evidence) to be the person who executed the within
instrument as of SBE Financial
Corporation, a California corporation, the corporation therein
named, and acknowledged to me that the Corporation executed it
pursuant to its by-laws or a resolution of its board of
directors .
WITNESS my hand and official seal.
Notary Public in and for said State
TKB145N 3
04/01/86
PARCEL I:
The South half of the Southwest quarter of the Northwest quarter of the Northwest
quartet of Section 3% Township S South, Range 11 West, as per Map recorded 1n Book SI,
Page 13 of Miscellaneous Maps, records of Orange County California.
Except the South 16 feet also except the Westerly 290 feet thereof.
rvt I»tt
IN WITNESS WHEREOF, the parties have executed this
Ground Lease as of the day and date first above written.
LANDLORD:
CITY OF HUNTINGTON BEACH,
a municipal corporation
By:
Mayor
Attest: Approved as to Form:
City Clerk City Attorney
Recorded and Approved: Initiated and Approved:
City Administrator Chief of Administrative
Services
Address : 2000 Main
Huntington Beach, CA 92648
TENANT:
SBE Financial Corporation,
a California corporation
By
Its
Address : 2 Corporate Plaza
Suite 200
Newport Beach, CA 92660
TKB145M 4
04/01/86
PARCEL is
The Westerly M feet of the South half of the Southwest quarter of the Northwest
quarter of the Wrthwesl quarter of Section 35, Township S South, Rarge 11 West, as per
N,ap recorded in Book 51, Page 13 of Miscellaneous Maps, 1n the office of the County
ftecorder of sold County.
keep! the South 16 feet thereof.
PARCEL 2:
The Nvrtt% half of the Northwest quorter of the Southwest quartet of the Northwest
quarter of Section 35, Township S South, Range 11 West, in the Rancho Las Bolsm, as
awn on a Map recorded in Book 51, Page 13 of Miscellaneous Maps.
Excepting therefrom the Southerly IO feet.
PARCEL I
The South 16 feet of the Southwest quarter of the Northwest quarter of the Northwest
quarter of Section 35, Town3hlp S So-Ah, Range 11 West, in the Rancho Las Bolsm, as
shown on a Map recorded in Book Si, Page 13 of Miscellorxws Maps.
EXHIBIT "B"
GROUND LEASE
THIS GROUND LEASE ("Ground Lease") is made as of this
day of , 1986 , by and between the CITY OF HUNTINGTON
BEACH , a municipal corporation of the State of California
( "Landlord" ) , and SBE FINANCIAL CORPORATION, a California
corporation of the State of California ("Tenant") .
Landlord and Tenant hereby agree as follows :
1 . Demised Premises . Landlord hereby demises and
leases to Tenant, and Tenant hereby leases from Landlord, upon
and subject to the terms and provisions of this Ground Lease,
the real property legally described in Exhibit "A" attached
hereto and by this reference made a part hereof ("Property" ) .
2 . Term. The term of this Ground Lease shall be for
a period commencing on the date hereof and terminating two (2)
years after the date Landlord acquires from Tenant fee title to
the real property described in Exhibit "B" attached hereto and
incorported herein or, if later , August 1 , 1989 .
3. Rent. Upon execution of this Ground Lease,
Tenant shall pay to Landlord rent for the entire term hereof in
the amount of Three Dollars ($3 . 00) .
4. Use. Tenant may, during the term of this Ground
Lease, use the Property for any lawful purpose.
5 . Taxes and Utilities. Landlord shall pay, any and
all taxes , assessments , and other charges of any description
levied or assessed during the term of this Ground Lease by any
governmental agency or entity on or against the Property, any
portion of the Property, any interest in the Property, or any
improvements or other property in or on the Property; provided,
however, in the event a possessory use tax is imposed by any
governmental agency or entity (other than the City of Huntington
Beach or any of its agencies) on Tenant' s leasehold estate
created hereunder, Tenant shall pay such tax. Tenant shall pay
or cause to be paid all charges for the furnishing of gas, water,
electricity, telephone service and other public utilities to
the Property during the term of this Ground Lease, and for the
removal of garbage and rubbish from the Property during the
term of this Ground Lease.
6. Construction by Tenant. At any time and from
time to time during the term of this Ground Lease, Tenant may,
but is not obligated to, construct or otherwise make new
improvements on any part or all of the Property, and to
E : -,1ElT