HomeMy WebLinkAbout09 PURCHASE PROP 02-18-97 :GENDA
NO. 9
2-18-97
DATE:
FEBRUARY 18, 1997
Inter-Cam
TO'
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
·
CHRISTINE A. SHINGLETON, ASSISTANT CITY MANAGER
PURCHASE OF PROPERTY AT 3075-3097 EDING.ER AVENUE
SUMMARY.: The proposed action would authorize the City's acquiSition al o3.668-
acre site located at 3075-3097 Edinj~er Avenue for o Commuter Rail StatiOn.
RECOMMENDATION:
It is recommended that the Tustin City Council approve and authorize the City ManaBer to
execute the Purchase and Sale ABreement between AB REO IV, L.L.C. and the City of
Tustin for a Commuter Rail Station, subject to minor modifications as may be required
and approved by the City Attorney's office.
FISCAL IMPACT:
If the Purchase and Sale ABreement is approved, the City of Tustin purchase price for the
property will be $1,702,000 plus any proration of taxes on the property as well as closinB
costs. Approximately $1.8 million for acquisition has been included in the 1996-97 budBet
comprisinB a variety of Brant funds that have been already secured by the City.
BACKGROUND/DISCUSSION'
The City Cound[, in AuBust 1994, authorized the Assistant City ManaBer to initiate
neBotiations for the acquisition of property for development of a Commuter Rail Station.
The subject Property is approximately '159,778 square feet and 3.668 acres in size. The
subject property is located on a development site commonly referred to as the Jamboree
Plaza Business Center in the vicinity of Jamboree Road and EdinBer Avenue. The property
is currently unimproved.
As required by California law, the City obtained a full appraisal of the property from the
Ki[ey Company which was completed in 1995 and updated in January 1996. Based on the
appraiser's inspection of the property and analysis of matters pertaininB to value, the
Memo to William A. Huston
Re Purchase of Property at 3075-3097 Edin~er Avenue
February 18, 1997
Pa~e 2
appraisal resulted in the conclusion that the market value of the property was $1,702,000.
A copy of the full appraisal report is on file in the Community Development Department
for review.
Terms and conditions of the proposed purchase agreement are consistent with the
appraisal report and also recognize the status of the property as being part of a larger
property. The followinB is a brief summary of terms and conditions of the purchase:
· The purchase .price will be Sl,702,000. Upon opening of escrow, a $10,000 deposit
will be sent to the escrow holder.
· Buyer has the dBht to approve title and any.title exceptions.
· Escrow fees and transfer taxes will be paid equally by seller and buyer.
· Seller shall pay for a CLTA portion of a title policy, and buyer shall pay for the ALTA
portion of the policy.
· Buyer's condition to closinB requires the buyer to obtain an amendment to the CCR's
for the Jamboree Plaza Business Center property, particularly as it affects access to
the purchase site as well as restrictions originally imposed on the site by The Irvine
Company.
o' Seller has made limited warranty of the environmental condition of the property.
However, buyer will undertake an envirOnmental audit of the purchase site and has
the option to back out of the sale based On any aspect of their property investiBation.
The proposed agreement reflects almost a year of complex negotiations. The City
Attorney has prepared and approved the Agreement as presented to the City Council.
However, there still may be minor modifications needed to the Agreement prior to escrow
opening. The City Attorney has requested the authority to negotiate and approve these
changes.
SU~RY OF PROJECT FUNDING:
Over the course of the last two years, staff has been able to secure phased project
fundinB for the acquisition and development of the Commuter Rail Station. Initial
acquisition costs are' currently budgeted in the 1996-97 capital improvement pro[~ram
utilizing a combination of funding sources as shown on Exhibit A. The current projection
of total costs for' the project throu8h. Fiscal Year 1999 is estimated at $6,370,000. Upon
completion of the Commuter Rail Station site purchase, staff will be proceedinB with
engineering design and more detailed environmental review. Construction is not
estimated to proBress until Fiscal Year 1998-99.
Memo to William A. Husto,.
Re Purchase of Property at 3075-3097 Edin~er Avenue
February 18, 1997
Pa~e 3
NEGATIVE DECLARATION:
Pursuant to the California EnvirOnmental QuaLity Act (CEQA), a Negative Declaration was
previously adopted and certified by the City Council for acquisition of the subject site on
February 6, 1995 (Resolution No. 95-09). No further environmental documentation for the
acquisition is needed.
o0
o o
o 0
oo
E
AB REO IV, L.L.C.
SELLER
THE CITY OF TUSTIN
BUYER
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made and entered into as of
,1997 ("Contract Date"), by and between AB REO IV, L.L.C., a Delaware Limited
Liability Company ("Seller"), and the CITY OF TUSTIN, a California municipal corporation
("Buyer"), upon the following terms and conditions.
1. PURCHASE AND SALE OF PROPERTY: Seller agrees to sell to Buyer and
Buyer agrees to purchase from Seller all of the Property (defined below) on the terms and
conditions set forth herein. The Property is an approximately 3.668 acres or 159,778
square foot portion of a 10.9 acre development of real property commonly referred to by
Seller as "Jamboree Plaza Business Center" and is located at 3075-3097 Edinger Avenue,
Tustin, California. The Property consists of unimproved land more particularly described
in Exhibit A, attached hereto, together with ali rights of way, privileges and appurtenances
'pertaining thereto (the "Property"). The real property constitUting the remaining portion of
the Jamboree plaza Business Center, which is not being transferred to Buyer pursuant to
this Agreement is referred to as the ,Remaining Jamboree Plaza Business Center
Property". This Agreement supersedes all prior and contemporaneous agreements,
contracts and discussions of the parties, whether written or oral.
2. TRANSACTION APPROVAL:
2.1 .Seller's Approval/Authority: By its executed and notarized Certificate
attached hereto as Exhibit B-l, AB Sub II, lnc, represents that it has written authority, as
managing member of Seller, to execute this Agreement on behalf of Seller, thereby binding
Seller hereto, and that no separate resolution, other authorization or action is required for
this to be true./
2.2 Buyer's and Third Party Approvals: The Irvine Company has
agreed not to enforce against Buyer its reserved rights contained in a DeclaratiOn of
Special Land Use Restrictions, Abatement Lien, Mortgage Lien and Option to Repurchase'
recorded on June 15, 1990 in the official records of orange County, California, as
Instrument No. 90-318505, and, a copy of the Irvine Company's fully executed and
notarized agreement, which has been approvecl by Buyer, is attached as Exhibit B-2 (the
"lrvine Company Agreement"). The fully executed and notarized lrvine Company
1100-00013
41741 1
February 11, 1997
Agreement shall be delivered by Seller into Escrow for recording at Close of Escrow.
Buyer represents that this transaction has been approved by resolution of its City Council,
and a certified copy of that resolution which remains in effect is attached as Exhibit B-3.
Buyer represents that Buyer's purchase of the Property for development as a commuter
rail station has been approved, pursuant to Cooperative Agreement No. C-95-152 dated
November 16, 1995, by the Orange County Transportation Authority ("OCTA") who will
fund the purchase price for .Buyer.
3. PURCHASE PRICE:
3.1 Amount: The purchase price for the Property is $1,702,000.00 (the.
"Purchase Price"). The purchase and sale of the Property is intended by the parties to be
a sale of all elements of the Property and is not severable or divisible. The Purchase Price
shall be paid as provided in this Section 3.
3.2 Deposit: Within five (5) business days after Opening of Escrow (as
defined in Section 4), Buyer shall deliver to Escrow Holder the amount of Ten Thousand
and No/Dollars ($10,000.00) ("Deposit")in the form of a cashier's check or by wire transfer.
The Deposit shall be placed in an interest-bearing account and all interest accrued thereon
shall increase and become a part of the Deposit. The Deposit shall, at all times prior to
Close of Escrow, be fully refundable to Buyer. On Close of Escrow, the Deposit shall be
applied toward payment of the Purchase Price.
3.3 Cash Payment Upon Closing: Upon satisfaction of Buyer's conditions,
as described in Sections 8 and 13 below, Buyer shall through Escrow pay the Purchase
Price by wire transfer (in the amount of the Purchase Price less the Deposit), at least one
day prior to Close of Escrow, plus Buyer's share of Escrow fees and Closing Costs.
4. ESCROW: This sale shall be consummated through an escrow ("Escrow")
which is hereby established with First American Title Insurance Company, 1850 Mt. Diablo
Blvd., Suite 300, Walnut Creek, CA Attn: Kitty Schlesinger (hereinafter "Escrow Holder").
The closing date for the Escrow shall be not later than 1 p.m. Pacific Standard time, forty-
five (45) calendar days after the Opening of Escrow, unless such date is extended by the
mutual written agreement of the parties ("Closing Date"). The Opening of Escrow shall
occur on the date which is five (5) business days after an executed original of this
Agreement with all exhibits attached, has been deposited with Escrow Holder. The "Close
of Escrow" shall be when the grant deed to the Property from Seller to Buyer is recorded.
If the designated Escrow Holder should be unable or unwilling to act, Buyer shall designate
another escrow holder subject to the Seller's approval, which shall not. be unreasonably
withheld. If, for any reason other than the default of a party hereto, Close of Escrow does
not take place by the Closing Date, then either party may terminate this Agreement and'
the Escrow by giving five (5) business days advance written, notice to the other party and
1100-00013
41741 1
February 11, 1997
-2-
the Escrow Holder. If, due to the default of one party, Close of Escrow does not take place
by the Closing Date, then the non-defaulting party may terminate this Agreement and the
Escrow by giving five (5) business days advance written notice to the defaulting party and
the Escrow Holder.
4.1 Escrow Fees and Closing Costs: Any escrow fee charged by Escrow
Holder, and any transfer taxes required to' record the Deed, shall be paid equally by Seller
and Buyer. All title insurance premiums and other closing costs specifically allocated in
this Agreement shall be paid by the parties as indicated in this Agreement. Except as set
forth in Section 17 hereof, the parties shall bear their own legal costs in connection with
the transactions contemplated by this Agreement.
4.2 Items to be Delivered by Seller before Close of Escrow: Seller shall
deliver the following documents to Escrow Holder before Close of Escrow.
4.2.1 A grant deed in the form attached as Exhibit C hereto (the
"Deed"), executed and acknowledged by Seller and conveying to Buyer fee simple title to
the Property subject to the "Permitted Exceptions" (as defined in Section 6 below).
4.2.2 An original, properly executed affidavit containing' such
information as shall be required by 42 U.S.C. Section 1445(b)(2) (Foreign Investment In
Real Property Tax) and the regulations issued thereunder and as required bY Sections
18805 and 26131 of the California Revenue and Taxation Code in the form attached hereto
as Exhibit D (hereinafter the "Tax Affidavit").
4.2.3 An original Irvine Company Agreement, in the form of Exhibit
B-2, executed, acknowledged and in recordable form.
4.2.4 An original of the CC&Rs Amendment, as described in Section
8.6 and in substantially the form of Exhibit E attached hereto, executed, acknowledged and
in recordable form, and having attached thereto the executed, acknowledged consents of
each person or entity who is a record owner of a parcel of the Remaining Jamboree Plaza
Business Center Property (as defined in Section 1) as of Close of Escrow.
4.2.5 An original, properly executed Warranty Closing Certificate
(defined in Section 11.2.3).
.
in Buyer.
POSSESSION: On Close of Escrow, possession to the Property shall vest
6. STATE OF TITLE EVIDENCED BY TITLE INSURANCE: At Close of Escrow,
Seller shall by grant deed convey to Buyer a fee simple interest in the Property, free and
I100-00013
41741 1
Fcbnmryll, 1997
-3-
clear of (1) all monetary encumbrances except for current, non-delinquent ad valorem
property taxes, and (2) all other title defects, liens, claims, and/or encumbrances of every
nature, except those as shown on a current title commitment for the Property, which shall
have been approved by Buyer as provided in this Agreement (the "Permitted Exceptions").
As a condition to Close of Escrow, First American Title Insurance Company
shall issue to Buyer an ALTA extended coverage owner's policy of title insurance in the
amount of One Million Seven Hundred Two Thousand Dollars ($1,702,000), showing
vested in the name of Buyer: (1) fee title to the Property, subject only to current, non-
delinquent ad valorem property taxes and the Permitted Exceptions, and (2) a non-
exclusive easement of ingress and egress over the Southeastern Driveway and the
Northwestern Driveway, as described in Section 8.7 below.
Seller shall pay for the CLTA portion of the policy and Buyer shall pay for the
ALTA portion of the policy. Escrow Holder shall deduct the cost of the CLTA standard
owner's title policy from the Purchase Pdce to be paid to Seller on Close of Escrow. Buyer
shall pay into Escrow the cost of the ALTA portion of the policy, at least one business day
prior to Close of Escrow. Buyer agrees that it will submit an ALTA survey to First American
Title Insurance Company as soon as practicable following Opening of Escrow.
7. PRORATIONS:
7.1
the Deed; and
Seller Shall Pay:
7.1.1 One-half of Escrow fees, and any transfer tax required to record
7.1.2 Ali charges in connection with issuance of a CLTA Standard
Policy of Title Insurance in the amount of the Purchase Price.
7.2 Buyer Shall Pay:
the Deed; and
7.2.1 One-half of Escrow fees, and any transfer tax required to record
7.2.2 That portion of the premium for the ALTA Title Policy in excess
of the premium for a CLTA Standard Policy of Title Insurance.
7.3 Real Estate Taxes, Bonds and Assessments: Current, non-delinquent
ad valorem property taxes ("Property Taxes") shall be prorated at Close of Escrow, based
on the most current real property tax bill .available, including any additional Property Taxes
that may be assessed after Close of Escrow but that relate to a period prior to Close of
1100-00013
41741 1
Fcbrtmryll, 1997
-4-
Escrow (the "Additional Property Taxes"), regardless of when notice of those taxes is
received or who receives the notice. Any such Additional Property Taxes that relate to the
period prior to Close of Escrow shall be promptly paid by Seller. All delinquent Property
Taxes, and all installments of any bond or assessments that would constitute a lien on the
Property at Close of Escrow shall be paid by Seller. Any refunds of Property Taxes or
assessments attributable to the period prior to Close of Escrow shall be paid to Seller upon
receipt, whether such receipt occurs before or after Close of Escrow. The provisions of this
Section 7.3 shall survive Close of Escrow.
8. BUYER'S CONDITIONS TO CLOSING: Buyer's obligation to close the
transactions contemplated by this Agreement is subject to and contingent on the
satisfaction of the following conditions or the waiver of the same by Buyer in writing:
8.1 All rePresentations and warranties of Seller contained in this
Agreement shall be true and correct as of Close of Escrow.
8.2 Seller having performed and satisfied all material agreements and
covenants required hereby to be performed by' Seller prior to or at ClOse of Escrow,
8.3 Buyer's receipt ofthe Property Documents (described in Section 12.1)
and approval or deemed approval of all items described in Section 13.
8.4 The Title Company's issuance of the Owner's Policy complying with
the requirements of Sections 6 and 13.
8.5 An executed, acknowledged and recordable original of The Irvine
Company Agreement has been deposited b'y Seller with Escrow Holder.
8.6 Seller having deposited with Escrow Holder an amendment (the
"CC&Rs Amendment") approved by Buyer, which has been executed by all necessary
parties thereto in recordable form, to that certain Declaration of Reciprocal Easements,
Covenants, Conditions and Restrictions for Jamboree Plaza dated as of April 12, 1993,
(the ".CC&Rs") recorded on April 20, 1993 as Instrument No. 93-0259529 in the Official
Records, and which is in substantially the form of Exhibit E hereto, adjusted as necessary
in connection with the approval and consent of all necessary parties. "All necessary
parties," as used in the preceding sentence, shall mean each person or entity'who is a
record owner of a parcel of the Remaining Jamboree Plaza Business Center Property (as
defined in Section 1) as of Close of Escrow.
8.7 The Common Area, as defined in the CC&R's, shall have been expanded
to provide access to the Property from Edinger Avenue over two separate COmmon Area
driveways: (1) the southeastem driveway, over Parcels A, C and D of Parcel Map 91-265,
1100-00013
41741_1
Fcbruary ll, 1997
-5-
recorded in Book 276, Pages 34 through 44 of Parcel Maps in the official records of the
Orange County Recorder (the "Southeastern~Driveway"), and (2) the northwestern
ddveway (including sidewalk improvements bordering on the western side of the driveway),
over Parcel E of Parcel Map 91-265, recorded in Book 276, Pages 34 through 44 of Parcel
Maps in the official records of the Orange County Recorder and portions of Parcels 1 and
2 of that certain lot line adjustment No. 91-2 recorded as Instrument No. 91-077285 in the
official records of the Orange County Recorder (the "Northwestern Driveway"). The
Southeastern Driveway is improved with Common Area improvements; however, the
improvements do not extend to the boundary of the Property. Common Area easements
currently exist over Parcels A, C and D, by virtue of the recorded CC&R's. The
Northwestern Driveway, as presently constrUcted, is improved with Common Area
improvements that cover Parcel E, and portions of Parcels 1 and 2. However, there is no
Common Area easement of record over the improved portions of Parcel 1 and 2, and the
existing improvements do not provide access to the Property. As one of Buyer's conditions
to close, the CC&R's shall have been amended, by the recordation of the CC&R's
Amendment, so as to: (1) provide Common Area easements for pedestrian and vehicular
ingress and egress over the portions of Parcel I and Parcel 2 described in Exhibit F, and
(2) provide that (a) the City shall have the right, but not the obligation, to (i) remove the
Northwestern Driveway Common Area improvements that block access to the Property,
and (ii) complete the Common Area driveway and related improvements, over both the
Southeastern Driveway and the Northwestern Driveway, so that the physical improvements
over each driveway provide access to the Property, and (b) once the City has completed
those improvements, the Association (as defined in the CC&R's) shall maintain those
improvements in accordance with the terms and conditions of the CC&R's.
8.80CTA shall have deposited the full amount of the Purchase Price with
Buyer, and shall have approved the form and content of this Agreement, a copy of which
approval shall have been deposited int° Escrow by Buyer.
8.9 Seller shall have deposited with Escrow Holder all' other documents
required under Section 4.
9. SELLER'S CONDITIONS TO CLOSING: Seller's obligation to close the
transactions contemplated by this Agreement is subject to and contingent on the
satisfaction of the following conditions or the waiver of the same by Seller in writing:
9.1 All representations and warranties of Buyer contained in this
Agreement shall be true and correct as of Close of Escrow.
9.2 Buyer having performed and SatiSfied all agreements and covenants
required hereby to be performed by Buyer prior to Close of Escrow.
1100-00013
41741_I
February 11, 1997
9.3 Louis E. Miller and Judith Miller, as Trustees of the Miller Family Trust,
as to an undivided one-half interest in the "Miller" property, and Gerald B. Stark and
Lorraine Stark, as Trustees of the Stark Family Trust, as to an undivided one-half interest
in the "Miller" property; Va-Ma-Jo, Inc., a California corporation, as to the "Midas" property;
and any other record owner (as of Close of Escrow) of any parcel of the Remaining
Jamboree Business Center Property (as defined in Section 1) each shall have consented
to the execution and recordation of the CC&Rs Amendment and shall have agreed that
such party is not entitled to receive any of the sale proceeds of this transaction. Such
consent and agreement shall have been provided in the form of a fully executed and
acknowledged writing in form and substance acceptable to Seller.
9.4 Seller having received an executed and acknowledged original of the
Irvine Company Agreement, in recordable form.
10. CLOSING: At least two (2) business days prior to Close of EsCrow, Escrow
Holder shall calculate the prorations based on the provisions of Section 7 above and shall
provide to Buyer and Seller a written calculation of such proration and adjustments in
connection with the subject transaction. Such written statement shall be approved by
Buyer and Seller prior to Close of Escrow, which approval shall not unreasonably be
withheld or delayed. Provided that the cash Purchase Price and the Deed have been
deposited with Escrow Holder as provided herein and all other conditions to closing set
forth in this Agreement have been satisfied, or as to any condition not satisfied, Waived in
writing by the party intended to be benefited thereby, Escrow Holder shall cause Close of
Escrow to occur by recording or distributing the following documents and funds in the
following manner:
10.1 Record the Irvine Company Agreement, the CC&Rs Amendment and
the Deed, in that order, in the Official Records of Orange County, California;
10.2 Issue the Title Policy described in Sections 6 and 13;
10.3 Prorate Property Taxes, as provided herein.
10.4 Disburse to Seller the Purchase Price, less any delinquent Property
Taxes, bonds, assessments, or liens and other charges to be paid by Seller as set forth
in this Agreement.
10.5 Charge Buyer for those costs and expenses to be paid by Buyer
pursuant to this Agreement and disburse any net funds to Buyer.
10.6 Deliver to both Buyer and Seller one signed copy of Escrow Holder's
closing statement as previously approved by Buyer and Seller showing all receipts and
1100-.00013
41741 1
Fcbruary ll, 1997
-7-
disbursements of the Escrow.
10.7 Deliver to Buyer: (a) a conformed recorded copy of the Deed, the
irvine Company Agreement and the CC&Rs Amendment; (b) the original Owner's ALTA
Policy described in Sections 6 and 13; (c) the original Tax Affidavit; and (d) the original,
executed Warranty Closing Certificate.
10.8 Deliver to Seller a copy of every document delivered to Buyer.
11.
REPRESENTATIONS AND WARRANTIES; DISCLOSURES:
11.1 Seller's Representations, Warranties, and Disclosures.: In
consideration of Buyer entering into this Agreement and as an inducement to Buyer to
purchase the Property, Seller makes the following representations and warranties to Buyer,
which shall be true and correct as of the date of this Agreement and also as of Close of
Escrow:
11.1.1
Authority: Status.
A. Seller has the legal right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby, and the
execution, delivery and performance of this Agreement by Seller have been duly
authorized and no other action by Seller is requisite to the valid and binding
execution, delivery and performance of this Agreement by 'Seller, except as
otherwise expressly set forth herein. The organizational documents of Seller
authorize the execution, delivery and performance of this Agreement by Seller, and
no separate resolution, other authorization or action is required in order to permit
Seller to enter into, and to bind Seller tol this Agreement. AB Sub !1, Inc. is the
Managing Member of Seller. The execution of this Agreement by AB Sub II, inc.,
as Managing Member of Seller, binds Seller to this Agreement and is duly
authorized by Seller's organizational documents.
B. AMRESCO Management, Inc. ("AMRESCO") is under contract
with Seller to service the Jamboree Plaza Business Center properties, including the
Property, and in that capacity, is authorized to make, on behalf of Seller, and bind
Seller to, those representations and warranties contained in Section 11.1 that are
made "to the best of Seller's knowledge." Scott Amling is the Asset Manager for
AMRESCO responsible for the management of the Jamboree Plaza Business
Center properties, including the Property, and among the present 'agents and
employees of Seller, is the person with the most knowledge of the Property, and in
that capacity, is authorized to make, on behalf of Seller, and bind Seller to, those
representations and warranties contained in Section 11.1 that are made "to the best
1100-00013
41741_1
February 11, 1997
-8-
of Seller's knowledge."
C. Seller is not a foreign corporation, foreign partnership or foreign
estate (as defined in the Internal Revenue Code ("Code"), and is not subject to the
provisions of Section 897(a) or 1445 of the Code related to the withholding of sales
proceeds to foreign persons.
11.1.2 Other Matters.
A. There is no pending litigation nor, to the best of Seller's
knowledge, threatened litigation affecting the Property or Seller's authority to
execute and deliver this Agreement (and all other documents contemplated
hereunder) and consummate the transactions contemplated hereby. Seller
discloses that the Eastern Transportation Corridor Agency has brought a
condemnation action affecting a portion of the Remaining Jamboree Plaza Business
Center Property, described as Parcel B of that certain Parcel Map No. 91-265
recorded in Book 276, Pages 34-44 of Parcel Maps, in the official records of the
Orange County Recorder.
B. To the best of Seller's knowledge, no Hazardous Materials exist
on, in or about the Property, except.as otherwise disclosed by that certain Phase
I and Phase II Transactional Audit performed in May of 1990 ("the Audit").
"Hazardous Materials" shall mean substances defined as "hazardous substances",
"hazardous materials", or "toxic substances" in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601,
et seq; the Hazardous Materials Transportation Act, 49 U.S.C. 1801, et seq; the
Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. 6901
et seq; and those substances defined as "hazardous waste" in Section 25117 of the
California Health and Safety Code or as "hazardous substances" in Section 25316
of the California Health and Safety Code; and substances defined in the regulations
adopted in publications promulgated pursuant to the said laws. Buyer understands
that Seller has not made any physical inspection of the Property as to Hazardous
Materials and makes no representation as to the actual physical condition of the
Property with respect to Hazardous Materials, other than as indicated above.
C. As to other environmental conditions of the Property, Seller
makes no warranties or representations.
D. To the best of Seller's knowledge, as of the date of this
Agreement and as of Close of Escrow, there are not any easements, licenses,
leases, or contracts affecting the Property that Seller is aware of, or that Seller has
entered into, that are not disclosed by the public record.
1100-00013
41741 1
Fe.,brmu'y 11, 1997
E. To the best of Seller's knowledge, there is not any
condemnation proceeding that is pending, or threatened by any governmental
agency that would affect the size or use of improvements or construction on, or
access to, the Property. As noted in paragraph A above, Seller discloses that the
Eastern Transportation Corridor Agency has brought a condemnation action
affecting a portion of the Remaining Jamboree Plaza Business Center Property,
described as Parcel B of that certain Parcel Map No. 91-265 recorded in Book 276,
Pages 34-44 of Parcel Maps, in the official records of the Orange County Recorder.
F. To the best of Seller's knowledge, as of the date of this
Agreement and as of Close of Escrow, no violation of any statute, ordinance,
regulation or administrative or judicial order or holding, whether or not appearing in
public records, exists or will exist as of Close of Escrow, with respect to the
Property.
For purposes of this Agreement, where a representation or warranty in this
subsection 11.1.2 is made "[o the best of Seller's knowledge," such phrase shall mean that:
(a) the representation or warranty is based On the actual knowledge of Mr. Scott Amling,
Asset Manager, AMRESCO Management, Inc. (the "Certifying Party"), without any duty of
further inquiry'or investigation and without imputation thereto of the knowledge of any other
persons or entities, (b) to the actual knowledge of Certifying Party, neither Seller nor
Certifying Party has received written or oral notice of a matter that would make a
representation or warranty made herein untrue, and (c) Certifying Party does not otherwise
have knowledge of a matter that would make a representation or warranty made herein
untrue. Each representation or warranty is made as of the date of this Agreement and as
of Close of Escrow.
11.2 As-Is Sale; Subsequent Information:
11.2.1 Except for the representations and warranties of Seller
set forth in Section 11.1 above, Buyer is acquiring the Property "AS IS, VVHERE IS" without
any representation or warranty of Seller, express or implied, as to the nature or condition
of or title to the Property or its fitness for Buyer's intended use of the same. Buyer is
relying upon its own, independent inspection, investigation and analysis of the Property as
it deems necessary or appropriate in so acquiring the Property from Seller, including,
without limitation, an analysis of any and all' matters concerning the condition of the
Property and its suitability for Buyer's intended purposes, and a review of all applicable
laws, ordinances, rules and governmental regulations (including, but not limited to, those
relative to building, zoning and land use) affecting the development, use, occupancy or
enjoyment of the Property. Buyer is or, after conducting its own investigation, will be,
familiar with the Property.
1100-00013
41741_1
Fcbruary ll, 1997
-3.0 -
Buyer agrees that if, at any time prior to Close of Escrow,
it has knowledge of any information which would require the qualification of any of the
representations and warranties set forth in Section 11.1 for such representation and
warranty to be true, it shall immediately notify Seller in writing of such information ("Buyer's
Disclosure"). Buyer's Disclosure shall include a statement as to whether Buyer elects to
terminate this Agreement and the Escrow based on such information. If Buyer has
knowledge of the inaccuracy of any representation or warranty made by Seller in this
Agreement and fails to so notify Seller in writing prior to Close of Escrow, then Seller shall
have no liability for the inaccuracy and such representation or warranty shall be deemed
to be qualified so that the warranty shall be accurate.
11.2.2 To the extent the Property Documents (as defined in
Section 12 below) delivered to Buyer. before Close of Escrow contain certain provisions or
information that are inconsistent with the representations and warranties of Section 11.1,
then Seller shall have no liability for such inconsistency and such representations and
warranties shall be deemed modified to the extent necessary' to eliminate such
inconsistency. Notwithstanding the foregoing, however, within ten (10) business days of
the date Buyer receives the Property Documents, Buyer shall have the right, as provided
in Section 13.2, to disapprove the Property based on the Property Documents.
11.2.3 If, after the execution of this Agreement, and before
Close of Escrow, either Seller or Certifying Party shall become aware of any matter which
would make any of the representations and warranties of Section 11.1 untrue, Seller shall
deliver to Buyer a written notice of such matter and of the representation or warranty
affected ("Seller's Disclosure"). Seller shall have no liability for any matters or disclosures
specifically set forth in Seller's Disclosure. Within ten (10) business days after the date
Buyer receives Seller's Disclosure, Buyer shall elect, by a writing ("Buyer's Response")
received by Seller within such ten (10) business day period, to either (i) terminate this
Agreement and the Escrow, in which event the Deposit shall be returned to Buyer, together
with all interest accrued thereon, and neither party shall have any further obligations or
liabilities hereunder, eXcept for any obligations which survive termination of this
Agreement, or (ii) proceed with the transaction contemplated by this Agreement, in which
event the above representations and warranties shall be qualified when remade as of
Close of Escrow, as provided below. In the event that Seller does not receive Buyer's
Response within such ten (10) business day period indicating which election Buyer has
decided to make, then Buyer will be deemed to have elected to proceed with the
transaction contemplated by this Agreement, with the above representations and
warranties qualified when remade as of Close of Escrow. Upon Close of Escrow, Seller
shall deliver to Buyer a warranty closing certificate (the "Warranty Closing Certificate")
whereby Seller shall restate the representations and warranties made by Seller in Section
11.1 above as of Close of Escrow, modified on account of any Buyer's Disclosure received
by Seller or Seller's DiscloSure received by Buyer.
1100-00013
41741 1
February 11, 1997
-Il-
11.3 Buyer's Representations and Warranties- In consideration of Seller
entering into this Agreement and as an indUcement to Seller to sell' the Property, Buyer
hereby makes the following representations and warranties to Seller, which shall be true
and correct as of the date of this Agreement and also as of Close of Escrow:
11.3.1 Buyer is and as of Close of Escrow will be a
governmental agency duly organized, validly existing, and in good standing under the laws
of the State of California;
11.3.2 Buyer has and as of Close of Escrow will have the
requisite 'power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby; and
11.3.3 This Agreement and all agreements, instruments and
documents herein provided to be-executed by Buyer are and as of Close of Escrow will be
duly authorized, executed and delivered by and are and will be binding upon Buyer.
12. PROPERTY INVESTIGATION.
12.1 Property Documents: Within five (5) business days after Opening of
Escrow, Seller shall deliver to Buyer all plans and specifications, surveys, soil tests, and
engineering studies, if any, in Seller's possession and concerning the Property, without
representation or warranty of any kind (the "Property Documents").
12.2 Audit Recertification and Other Investigation: Buyer shall, at its sole
cost and expense, procure a written certification by a reputable environmental consultant,
based on field observations and matters of record, that the conditions documented in the
Audit, have not changed (the "Recertification"). The Recertification shall be obtained by
Buyer as soon as possible after the Opening of Escrow. Buyer shall be permitted to enter
the Property in order to conduct environmental tests or other investigations, or any soils
tests or other examinations of the physical condition of the Property, provided that Buyer
shall not conduct any Phase II or other invasive testing without Seller's prior consent, which
Seller may withhold in its sole and absolute discretion. Such investigation and tests shall
be performed by Buyer at Buyer's sole cost and expense. Buyer shall indemnify, protect,
hold harmless, and defend Seller, and the Property from any and all costs or liabilities, that
may result from such entry on the Property by Buyer or Buyer's consultants and from any
and all mechanic's liens or other liens resulting from such entry on the Property, and shall
restore the Property to substantially the same condition that existed immediately prior to
any such entry on the Properly. Copies of all such environmental assessments, and any
other investigations, reports, tests, or studies that Buyer may elect to make or obtain with
respect to the Property, shall be promptly delivered to Seller, at no cost or expense to
Seller.
110000013
41741 1
February 11, 1997
-12 -
13.. SUBJECT TO CONDITIONS: Buyeffs obligation to perform this Agreement
is subject to the 'satisfaction of the conditions set forth in this Section 13 (in addition to the
satisfaction of the conditions set forth in Section 8).
13.1 State of Title:
13.1.1 First American Title Insurance Company shall be
prepared to issue in favor of Buyer an ALTA extended coverage owner's policy of title
insurance dated as of Close of Escrow on its usual form, with liability not less than the
Purchase Price, showing vested in Buyer: (1) fee title to the Property, subject only to
current, non-delinquent Property Taxes, and the Permitted Exceptions, and (2) a non-
exclusive easement of ingress and egress over the Southeastern Driveway and the
Northeastern Driveway, as described in Section 8.7 above.
13.1.2 Buyer's Approval of Title Documents: Upon Opening
of Escrow, or as soon thereafter as possible, First American Title Insurance Company
shall furnish to Buyer a title commitment for an ALTA title policy and legible copies of all
documents reported as exceptions in it ("Title Documents"). Buyer shall notify Seller and
Escrow Holder in writing within ten (10) business days after receipt of the commitment and
the Title Documents of Buyer's disapproval of any exception in those documents. If any
supplemental title commitment or Title Documents are submitted to Buyer, then Buyer shall
notify Seller and Escrow Holder in writing within ten (10) business days after Buyer's
receipt of such items, of Buyer's disapproval of any title exception set forth therein.
If Buyer disapproves of any title exceptions, then Seller may, but shall
have no obligation to, within five (5) business days after its receipt of Buyer's wdtten notice
("Seller's Election Period"), elect to eliminate or ameliorate to BUyer's satisfaction, the
disapproved or conditionally approved title matters by giving Buyer written notice ("Seller's
Title Notice") of those disapproved or conditionally approved title matters, if any, which
Seller agrees to so eliminate or ameliorate by Close of Escrow, provided, that, Seller shall
have no obligation to pay any consideration, initiate or threaten any legal proceedings or
incur any liability in order to eliminate or ameliorate such disapproved title matters. 'If Seller
does not elect to eliminate or ameliorate any disapproved or conditionally approved title
matters, or if Buyer disapproves Seller's Title Notice, or if Seller fails to timely deliver
Seller's Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow
Holder (on or before five (5) business days following expiration of Seller's Election Period)
of a written notice, to either: (A) waive its prior disapproval, in which event .said
disapproved matters shall be deemed approved; or (B) terminate this Agreement and the
Escrow created pursuant hereto. Failure to take either one of the action described in (A)
or (B) above shall be deemed to be Buyer's election to take the action described in (A)
above.
110000013
41741 1
Febru~y 11, 1997
-13 -
· 13.1.3 Buyer's Approval of CC&Rs Amendmen~t: A CC&Rs
Amendment, acceptable to Buyer, is a material condition of title approval for Buyer. Buyer
and Seller intend that. the CC&Rs Amendment be recorded at Close of Escrow. Upon
Opening of Escrow, or as soon thereafter as possible, Seller shall provide Buyer with the
proposed CC&Rs Amendment, which shall be in substantially the form of Exhibit E
attached hereto, adjusted as necessary in connection with the approval and consent of
each person or entity who is a record owner of a parcel of the Remaining Jamboree
Business Center Property (as defined in Section 1) as of Close of Escrow. Within five (5)
business days of Buyer's receipt of the proposed CC&Rs Amendment, Buyer shall notify
Seller and Escrow Holder in writing of Buyer's disapproval of the Amendment, if any.
13.2 Buyer's Approval of the Property: Buyer shall have forty (40) calendar
days from Opening of Escrow in which to: (a) provide written notice to Seller and Escrow
Holder of Buyer's disapproval of the Property on account of either the Property Documents
(defined in Section 12.1) or the Recertification (defined in Section 12.2), and (b) complete
-the other aspects of its property investigation under Section 12.2 and provide wdtten notice
to Seller and Escrow Holder of Buyer's disapproval of the Property on account of that
property investigation.
13.3 Effect of Buyer's Failure to .Timely Notify: Failure of Buyer to
timely notify Seller and Escrow Holder in writing of Buyer'S disapproval of the title
commitment or of the Title Documents or any supplement thereto (including any ALTA
survey exceptions, if any), the CC&Rs Amendment, or the Property pursuant to Section
13.2, shall conclusively be considered to be Buyer's approval.
13.4 Buyer's Election to Cancel: If either (a) Buyer timely notifies Seller
that Buyer disapproves of: (1) any matter set out in the title commitment, the Title
Documents or any supplement thereto or in the ALTA survey, (2) the CC&Rs Amendment,
or (3) the Property pursuant to Section 13.2, or (b) there is a breach of any representation
or warranty given by Seller pursuant to this Agreement that is discovered by Buyer before
Close of Escrow, then Buyer may nevertheless elect to proceed to close the Escrow, in
which event Buyer shall be deemed to have elected to waive such disapproval or breach.
Alternatively, Buyer may elect to terminate this Agreement and the Escrow, in which event
Escrow shall be canceled. If this Agreement is terminated and Escrow canceled by Buyer's
election under this paragraph, then all funds or other things deposited by Buyer shall be
returned to Buyer immediately on demand, and Seller shall pay all title company and
Escrow charges.
14. MUTUAL INDEMNIFICATION AS TO AGENTS AND BROKERS: Seller
represents and warrants to Buyer that it has not used any broker, agent, finder or other
person in connection with the transaction contemplated hereby to whom a brokerage or
other commission or fee may be payable, other than Seller's broker, Grubb & Ellis
1100...00013
41741_1
February 11, 1997
-3.4-
("Broker"), to whom a commission shall be paid by Seller pursuant to a separate
agreement between Seller and Broker. Buyer represents and warrants to Seller that it has
not used any broker, agent, finder or other person to whom a brokerage or other
commission or fee may be payable. Each party indemnifies and agrees to defend and hold
the other harmless from any claims resulting from the breach by the indemnifying party of
the warranties and representations in this paragraph.
15. SELLER'S TERMINATION OF MANAGEMENT AGREEMENT: Seller has
entered into that certain Commercial Property Management Agreement, dated as of
December 1, 1995 and renewed as of December 1, 1996 (the "Management Agreement"),
pursuant to which Essex Realty Management manages and oPerates the Property. Seller
covenants and agrees that it will cause the Management Agreement to be terminated or
modified as of Close of Escrow to delete the Property.
16. NOTICES: All notices and demands shall be given in writing either by
personal service or by registered or certified mail, postage prepaid, and return receipt
requested, or by facsimile transmission with a confirmation copy delivered by mail. Notice
shall be considered given on the. date appearing on the return receipt, but if the receipt is
not returned within five business days, then forty-eight (48) hours after mailed. Notices
shall be addressed as shown below for each party, except that, if any party gives notice
of a change of name or address, notices to that party shall thereafter be given as shown
in that notice.
To Seller:
cio AMRESCO Management, Inc.
2 Corporate Park
Suite 100 Irvine, CA 92714
Attention: Scott Amling
Facsimile No. (714) 752-4086
With a copy to:
Allen, Matkins, Leck, Gamble & Mallory LLP
Attention: Susan E. Graham, Esq.
18400 Von Karman, Fourth Floor
Irvine, CA 92612-1597
Facsimile No. (714) 553-8354
To Buyer:
City of Tustin
300 Centennial Way
Tustin, California 92680
Attention: Christine Shingleton,
Assistant City Manager
Facsimile No: (714) 838-1602
1100-00013
41741 1
--
Februm'yll, 1997
-3.5-
With a copy to:
Woodruff, Spradlin & Smart
701 South Parker Street, Suite 7000
Orange, California 92868-4720
Attention: Lois E. Jeffrey, Esq.
Facsimile No: (714) 565-2507
17. ATTORNEYS' FEES: If either party files an action or brings any Proceeding
against the other arising from this Agreement, or is made a party to any action or
proceeding brought by the Escrow Holder, then as between Buyer and Seller, the
prevailing party shall be entitled to recover as an element of its costs of suit, and not as
damages, reasonable attomeys' fees to be fixed by the court. The "prevailing party" shall
be the party who is entitled to recover its costs of suit, whether or not suit proceeds to final
judgment. A party not entitled to recover its costs shall not recover attorneys' fees. No
sum for attorneys' fees shall be included in calculating the amount of a judgment for
purposes of deciding whether a party is entitled to its costs or attorneys' fees.
18. SURVIVAL OF OBLIGATIONS: Except as provided herein, all warranties,
covenants, and other obligations stated in this Agreement shall not be merged in the Deed
or other documents, but rather shall survive delivery of the Deed, for a period of one year
thereafter. The applicable statute of limitations, as provided by law, shall begin to run from
the date which is one year after delivery of the Deed. Ali warranties, covenants, and other
obligations that the Buyer discovers to be breached before Close of Escrow, and that
Buyer either expressly waives or does not object to before Close of Escrow, shall not
survive delivery of the Deed.
19. BINDING ON SUCCESSORS: Except as otherwise provided herein, this
Agreement inures to the benefit of, and is binding on, the parties, their respective heirs,
personal representatives, successors., and assigns. Neither party may assign any of their
respective rights under this Agreement without the prior written consent of the other party,
and any purported assignment without such consent shall be null, void, and of no force or
effect.
20. INTEGRATION CLAUSE: This Agreement constitutes the entire agreement
between the parties and supersedes all prior discussion, negotiations, and agreements
whether oral or written. Any amendment to this Agreement, including an oral modification
supported by new consideration, must be reduced to writing and signed by all of the parties
before it will be effective.
21. NO REPRESENTATION REGARDING LEGAL EFFECT OF DOCUMENT:
No representation, warranty, or recommendation is made by Seller or Buyer or their
respective agents, employees, or attorneys regarding the legal sufficiency, legal effect, or
tax consequences of this Agreement or the transaction, and each signatory is advised to
1100-00013
41741_1
February 11, 1997
submit this Agreement to his or her respective attorney before signing it.
22. CAPTIONS AND CONTROLLING LAW: The captions heading the various
paragraphs of this Agreement are for convenience and shall not be considered to limit,
expand, or define the contents of the respective paragraphs. Masculine, feminine, or
neuter gender, and the singular and the plural number shall each be considered to include
the other whenever the context so requires. This Agreement shall be interpreted under
California law and according to its fair meaning, and not in favor of or against any party.
23. SEVERABILITY: If any term or provision of this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement shall not be
affected.
24. COUNTERPARTS: This Agreement and all amendments and supplements
to it may be executed in counterparts, and all counterparts together shall be construed as
one document.
25. TIME OF ESSENCE: Time is of the essence in this Agreement, and failure
to comply with the time provisions of this Agreement shall be a material breach of this
Agreement.
26. INCORPORATION BY REFERENCE: Ali exhibits hereto are hereby
incorporated into this Agreement by this reference.
1100-00013
41741 1
Fcbruary ll, 1997
-1'7-
27. DEFINITION:. The term "business days" as used in this Agreement, shall
exclude Saturdays, Sundays, all federal holidays and all other days that Buyer is closed
for business. Buyer is closed for business on alternate Fridays (in addition to holidays).
Executed on the date first above written.
BUYER:
THE CITY OF TUSTIN, a California municipal corporation
By:
William A. Huston
City Manager
APPROVED AS TO FORM:
Lois E. Jeffrey
City Attorney
SELLER:
AB REO IV, L.L.C., a
Delaware Limited Liability Company
By:
AB SUB II, INC., a Delaware corporation,
Its Managing Member
By:
Name:
Title:
1100-00013
41741 1
Fcbru~_t), l 1, 1997
-18-
LIST OF EXHIBITS
Exhibit A
Exhibit B-1
Legal Description of Property
Certificate of AB Sub II, Inc.
Exhibit B-2 Copy.of Executed and Acknowledged Irvine Company Agreement Regarding
Declaration
Exhibit B-3
Exhibit C
Certified copy of Buyer's Approval
Form of Grant Deed
Exhibit D Tax Affidavit
Exhibit E CC&R's Amendment
Exhibit F
Legal Description of Parcel 1 and Parcel 2 Common Area Easements
1100-00013
41741 1
February 11, 1997
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
1100-00013
41741 1
Fcbruary ll, 1997
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
ALL THAT CERTAIN LAND SITUA'I'ED IN THE STATE OF CALIFORNIA. COU]N'TY OF OR.-MNGE, CITY OF
DESCRIBED AS FOLLOWS:
PARCEL 1:
PARCEL 7 AND PARCEL 8 OF PARCEL MAP NO. 91-265, AS SHOWN ON A MAP FILED IN BOOK 276,
PAGES 34 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID ORANGE COUNTY; TOGETHER WITH A PORTION OF PARCEL "A' OF SAID
PARCEL MAP NO. 91-265 MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF SAID PARCEL "A" LYING NORTHEASTERLY OF THE FOLLOWING DESCRIBED
LINE:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID PARCEL "A'; THENCE SOUTH 40° 39' 24'
WEST 194.83 FEET ALONG THE MOST NORTHWESTERLY BOUNDARY LINE OF SAID PARCEL TO THE
TRUE POINT OF BEGINNING. THENCE LEAVING SAID NORTHWESTERLY LINE, ALONG A LINE
THAT IS PARALLEL WITH AND DISTANT 194.83 FEET SOUTHWF~TERLY FROM THE MOST
NORTHEASTERLY LINE OF SAID PARCEL 'A", SOUTH 49° 20' 36" EAST 241.70 FEET TO A POINT ON
THE MOST SOUTHEASTERLY BOUNDARY LINE OF SAID PARCEL "A', SAID POINT BEING SOUTH
44' 59' 38" WEST 195.39 FEET FROM THE MOST EASTERLY CORNER OF SAID PARCEL 'A".
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL
GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL
STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE W1THIN
OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING,
EXPLORING, AND OPERATING THEREFOR, AND STORING IN AND REMOVING THE SAME FROM
SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY
DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS,
TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO
BOTTOM SUCH WHIPSTOCK. ED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS
UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL,
RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES
WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH
THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE
DEED RECORDED JUNE 15, I990 AS INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR-INTERESTS THEREIN, NO
MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR' USED BY GRANTOR IN CONNECTION
WITH OK WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE,
DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE
UTILIZE SUCH WATER, RIGH.TS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY
GRANTOR, WHETHER WHICH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE,
LITERAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT
WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE
OF SUCH RIGHTS, AS RESERVED IN THE DEED RECORDED JUNE ltl, 1990 AS INSTRUMENT NO.
90-318506 OF OFFICIAL RECORDS.
EXH'mYr "A"
Page 1 of 2
PARCEL2:
A PORTION OF PARCEL 2 OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 91-2, RECORDED AS
INSTRUMENT NO. 91-077285 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL 'A' OF PARCEL MAP NO. 91o265,
FILED IN BOOK 276, PAGES 34 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE ALONG THE NORTHWESTERLY
BOUNDARY LINE OF SAID PARCEL 'A', SOUTH 40' 39' 24' WEST 194.83 FEET; THENCE LEAVING
SAID NORTHWESTERLY LINE AND ALONG A LINE THAT IS PARALLEL 'vVITH AND DISTANT 194.83
FEET SOUTHWESTERLY FROM THE NORTHEASTERLY BOUNDARY LINE OF SAID PARCEL 2, NORTH
49° 20' 36' WEST 554.32 FEET; THENCE LEAVING SAID PARALLEL LINE NORTH 00° 31' 45' WEST
26.58 FEET; THENCE NORTH 40' 39' 24' EAST 174.83 FEET TO A POINT ON THE NORTHEASTERLy
BOUNDARY LINE OF SAID PARCEL 2; THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 49° 20'
36' EAST 571.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL
GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL
STEAM AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR
UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING
AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR
ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE
FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND
SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCI-I
WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND
BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR .MINES WITHOUT, HOWEVER,
THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE
UPPER 500 FEET OF THE SUBSURFACE OF THE LAND,' AS RESERVED IN THE DEED RECORDED
JUNE 15, 1990 AS INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO
MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION
WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO
DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE
UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY
GRANTOR, WHETHER WHICH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE,
LITERAL, PERCOLATING, PRESCRIPTIVE. ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT
WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE
OF SUCH RIGHTS, AS RESERVED IN THE DEED RECORDED JUNE 15, 1990 AS INSTRUMENT NO.
90-318506 OF OFFICIAL RECORDS.
o
EXItlB IT "A"
Page 2 of 2
EXHIBIT B-1
CERTIFICATE OF AB SUB II, INC.
1100-00013
41741 1
Fcbruary ll, 1997
CERTIFICATE OF AB SUB H, INC
AB Sub II, Inc., a Delaware corporation, hereby represents as of this
_, 1997, the following:
day of~
1. AB Sub II, Inc., a Delaware corporation, is the Managing Member of AB REO
IV, L.L.C., a Delaware Limited Liability Company (the "Company"), and in that capacity, is
authorized to execute, acknowledge, if required, and deliver the Purchase and Sale Agreement
(the "Purchase Agreement") made and entered into as of ., 1997, by and between
the Company, as "Seller", and the City of Tustin, as "Buyer", and such other and further
documents, instruments and certificates as may be necessary or appropriate to enable the
Company to enter into and perform the Purchase Agreement;
2. AMRJESCO Management, Inc. ("AMRESCO") is under contract with the
Company to service the properties located in the Jamboree Plaza Business Center, including the
Property which is the subject of the Purchase Agreement (the "Property"), and in that capacity, is
authorized to make, on behalf of the Company, certain representations and warranties contahaed
in the Purchase Agreement to Buyer; and
3. Scott Amling is the Asset Manager for AMRESCO responsible for the
management of the Property and is the person with the most knowledge of the Property, and in
that capacity, is authorized to make, on behalf of the Company, certain representations and
warranties contained in the Purchase Agreement to Buyer.
4. The representations and warranties contained in Section 11.1.1 of the Purchase
Agreement are true and correct.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
day of ,1997.
AB SUB II, INC., a Delaware
corporation
By:
Name:
Its:
1100-00013
40897 1
--
ALL PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
)
) 'SS:
)
On this__ day of
,19 , before me,
appeared
, Notary Public, personally
Name(s) of Signer(s)
personally known to me - OR
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
NOTARY SEAL
Signature of Notary
CAPACITY CLAIMED BY SIGNER:
Individual(s)
Corporate
Officers
Title(s)
Partner(s)
General Partner of a Limited
Partnership
Attorney-in-Fact
Trustee(s)
Subscribing Witness
Guardian/Conservator
Other:
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
TH/S CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
Title or Type of Document:
Number of Pages: Date of Document:
Signer(s) Other Than Named Above:
1100-00013
40897 1
EXHIBIT B-2
COPY OF EXECUTED AND ACKNOWLEDGED IRVINE COMPANY AGREEMENT
.REGARDING DECLARATION
1100-00013
41741 l'
Fcbruary ll, 1997
KF, CO~G REQUESTS-r) BY
AND ~ i~ECOtLDED MAIL TO:
AB P, BO IV, L.L.C.
cYo Allen, Matkins, Lec~ Gamble
& Mallory LIP
18400 Von Karman iveau¢, Fo=rrb Floor
Irvine, California 92612
Attention: Sus~ B. Graham, Bsq,
i · ii I i - ii i L
(~ace Abov~ For l~co~ Use)
Thh A~I:L~JS~/~qT I~g~AI1DIN~ DF-~Zl-.A-KATION ('~~nt") i~ mad= and
entered/mo as oflhis day of ,1~2~, by ~d b~ ~
~O ~, L.L.C., a De~~ lim~ ~~ ~~ (~ "CompS') and ~ ~~
~~~, a ~chig~ ~~on (~e~~9.
R:E~ITALi:
A. On or about :lun= 12; 1990, Declarant sold and convey~cl to Clay Capitol,
Inc., a Califo~ corporation, then named Bed~rcl Capital, Inc, ("CCI'), certain real property
("Land") located in Or~m~¢ County, Califo~ which Land is mom particularly describe~l in
~ m"tached hereto ~d incorporsted herein by this refer~c=,
B. In connection wi~ such transa~oa Declarant and CCI entered into that
certain Declaration of Special Land Use Restrictions, ~ent Lien, Mortgage Lien and Option
'co Repurchase ("Declarafion"L da:ed as oi'l~_m~ 14, l!~90, and record¢ci on :lun¢ 15. 1990, as
Instrument No. 90-3 ] 8505, in the Offcial Records of Orange Coumy, California ('Ofii~
Records"). The Declaration was amended by thai c~a/n ~ No. l to Declazation of
Special Land Use tLestrictions, Abatement Li~, Mort&a§¢ Li:n and Option to P, eptn'ch~s~, dated
~s oflanuary 24, 1991, snd record~ on Apr~ 4, 1991, ~s InsW_rment No. 91-I$$6~9, in the
Official Records, that c~r~.,_~ Amcr~Jment 1NIo, 2 to Declaration of Special Land Us~ l~,estri~on~,
Ab~temen~ Lien, Mmrtl!~age I.;ien and Option to l~elm~_-hsse, dated as off.a.-~ust 12, 1993, and
recorded on August 18, 1993, as Instrument No. 93-05571 I2 in the Oft~c~ lq. ecorcls, and that
certain Agrecmcnt F, egardJn8 C..~ain l~.ishts of Declaran~, dated as of August 19, 199~, and
r¢corcl~l on August 29, 199~, a~ Instrument No. 95-0375§11il in thc Official I~ecords. The
Declaration, as amended, shall hcrc'm~cr be refer~ed to as the "Declzration.'
C. CCI h~ sold and conveyed ail of its fight, title and interest in and to rite
Land to :Iamboree Properties, an r~inois general parme~p (the "Parmemhip") and the
Partnership sold and conveyed all o£ [ts fight, title and int~r~ in and to thc Land to thc Company.
OC963 i 00.0$'7/SE~A04$g-0 5Z,'0 l-2l~r~7lsdb
·
Thc Company wishes to convey a po~on ofthe Land more partic,,,!:,rly de,sen'bed on ~
attached hereto and ir.~'~orporated herein by this re~f'erence ("City Portion of the Land') to the ~
of Turn ('City') in lieu of the Citys exercising ix~ pow= of eminent domain with respect t~ the
City Po~on of thc Land ("C/w Sale'). The C/ty hmends to construct a con'n~uter raft sta~on on
the ~ Portion of th~ Land.
D. The City requires, and the Company wishes to ensm~ th~ Declarant ~ ·
not enforce any of its rightm under the Declar~on with respect to the City Portion of the Land for
so long as ~h~ City Po~on ofthe Land is held by ~ City or other govarnmerrtal author, or ]s
being used for purposes of a comm~er rah station.
NOW, TH~KF. FORF~ in rdianr~ upon the foregoinff l~.eci~als and for other good
and valuable cunsidera~ion, lhe r~.ei~ and sufli~iem~ of which ar~ hetd~ admowl~sed, the
Declamm and the Complmy hereby agree ~ f~Ilow~:
!h~Lmud. Decl~ram hereby agrees th~ thc fi8~s ofD~~t s~ ~ ~ ~ D~~ ~
not be ~or~le ~ ~e D~I~ or ~ ~~on ~d ~~ ~ ~e C~ Po~on ~e
~ ~y po~on ~~ or ~ pe~n ~~ ~ E~ ~ E= Ci~ Po~on ~c ~d for so
Io~ ~ ~ Ci~ or o~ go~~t~ ~en~ o~s ~e Ci~ Po~on of~e L~ ~d ~e C~
Po~on of ~e ~d ~ b~ng u~d for p~os~ of a ~~~ ~ ~fion (~~ ~s~o~ ~d
~d~t~ ~~on u~ no~ ~~t~ ~ a co~~ ~! ~n), ~ ~ ~~y
2. Amenflme~ This Agreement may be modified, altered or mended only
by an agreement in writing executed by the parties barco or ~eir respecfiv~ suc, ccs~or~ aud
as~igrm.
3. _C?ovem/ng La~. This' Agreement shall be governed by the laws of the
Stst¢ of CalJfomia.
5. Attorneys' F~eS. Should any litigation or other dispute resol~on process
be commenced between the parties hereto or their representatives concesuing any portion of this
Agreemem or the fights and duties of any person or emizy in rela~on thareto, th~ party or parties
prevailing in such Iififfzfion, whether by final judgment or out-of-court sctfler~en-t, shall be
entitled, in a~id/tion to such other relief as may be grar~ed, to an award of all actual attorneys' fcc~
and costs incurred in such litigation, ir~udinff, without limitatioz, fees and costs incurred with
-2.
0C~3 l O0.057~lAO4 58-O$2/O I.2~qrTfsdb
regard to post-judgmau~ rno~ns, comempt p~/~./~rn~m'q levy and ckg~r m~d third
pm'fy ex,mm/n~tio~ d/scorn'y, ~d ~~p~ ~0~ ~o~ ~g~d ~o ~ ~ or role of
~te ~ ~ fo~ h~~e.
~. ~ ~~ CO~~,
By:_
Its;
By:
__
AB I~,0 IV, L.L.C.. a Ddawar~ limited I/abilily
By;
AB Sub 11, Inc.,
It~ Man~g Member
By;_
Its:
CK3962~100.057
-3-
STATE OF )
COUNTY O~
WITNF_~S my h~nd snd official
Not=y Puhlio in m~ for said Sta~
STARS OP )
counTY OF )
On , before me, , a
Nom.,y Pubt~c in snd fo~ s~d ~'~, p=sonalty appeared _, perscma~
kncr~n to me (or proved to m~ on the basis of,a~-~r. ~,~.~ry ~,~m~) to be ~e pe~ ~~ ~
h~r ~o~ c~~, ~d th~ by M~ ~~~ on ~e ~~. ~e p~ ~ ~
upon beh~of w~ch ~e p~on ~ ~~ ~ ~m~
WITNESS my hand ~nd of~.~ seal.
Notm-y Public iu ~ud for s~id Sram
0C963100.O:S"//SEC-~/AIM5 8=052/0 ] ..~ g-97/~a'b
STAT~ O~
COUNTY
On , , bd'orc me, , a.
Notaq, P~lic in and for said ~, ~~ ~~ , p~
~~ ~o~ ~a~, ~d ~ by ~~ ~~ on ~ ~,m~ ~ ~~ or thc
~$ my ~.nd s-d of S~l seal.
Hotary Public in and for said State
o
DES.C~./PT~ON OF PROPERTY
ALL O1· TttAT CtiKTAIN LAND SITUATEr~ IN THE STATE OF CALIFORNIA, COUNTY
OF OKANGE, CITY OF TUSTIN, DESCRIBtiD AS FOT-~OWS:
PARCELS 1 AND 2, AS SHOWN O1~ ~IT ~B' ATTAC~ TO THAT CE~TAINLOT
LINIE ADJUS~ NO. 9 I-2 RECORDED FEBRUARY 20, 1991, AS INSTK~ NO.
Pl-0772g5 O1~ TI-IE OFFI~ I~CO~S OF OKA1W~ COUNTY, CAL~O~NI~
EXCEiPTINO TI~-~'ROM ANY AND AT_T. OII~ O~ ~G~S, ~, ~
~~S, NA~ O~ ~~S, ~ O~ ~K~~ONS BY
OF ~ FO~~O, ~T ~Y BE ~ OR ~~ ~ ~, ~~
~ ~ ~~~ ~~ OF D~L~G, ~~ ~~~~ ~
oP~~O ~~oK ~ STOma ~ ~ ~O~~ ~ S~ ~OM ~
~ OK ~'0~ L~, ~CL~~G ~ ~~ TO ~STO~ OR
m~~ON~LY D~ ~ ~ ~OM L~S O~ ~ ~O~ CO~~
~Y, Om OX G~ ~.~, ~S ~ S~S ~O, ~OUGH OK A~OSS
~ ~~A~ O~ ~ ~, ~ TO ~O~OM ~~ ~STO~ OK
OX m~O~ ~ ~~OR L~S ~OF, ~TO ~m~,
~Q~, ~~, ~P~ D~~ ~ O~~~ ~ SU~ ~.LS OK ~S,
~~O~, HO~~.~ ~~ TO DR~.~ ~, STO~ E~LO~ ~
OPiaTE ~OUGH ~ S~A~ O~ ~ ~P~ 500 ~.T OF ~
OF ~ ~ ~ ~~~ ~ ~ D~ ~CO~~ ~ 15, 1990 ~
~STK~ NO. ~ ~0~ O~ ~ O~C~ ~CO~S.
ALSO EXCEPTiNO TI-IE~~OM AN~f AND AT.7. WATBR~ RIGHTS OR INTEKESTS
TI-ZER~-~W, NO MATTER I-IOW ACQUIRe. r) BY GRANTOR~ AND OWN-~ OK USED BY
GRANTOR IN CONIX~CTION WITH OR WITH P, ESI~ECT TO THE LAND, TOGE~.R
WITH THE KIOHT AND POWER TO EXPLORE, DP, II~ KE-DI~r.T; KEMOVi~ AND
STOKE TH~ SAME FP, OM THE LAND OR TO DIVERT OR O~WISE LrI~JZ~. SlfCH
WATER, KI~ OK INTERESTS ON ANY OTHER PKOPEKTY OWNED OR LEASED
BY GKANTO~ WHETI~.R SUCH WATEK KIGHTS SI-IA~.L BE KIPAR1AN, O~YINO,
APPKOPRIATIVE, LITEKAL, PEKCOLATING, PKES~, ADJUDICATED,
STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWE~ ANY RIGHT TO
ENTEF. UPON THE SURFACE OF THE LAND IN TIlE EX~P. CISE OF SUCH RIGHTS, AS
P. ESI~VED IN TItE DEED RECORDED JI~'E 15, 1990 AS INSTKUM~INT NO. 90-318506
OF ~ OFFICIAL KECOKDS.
0C9~:~ 100.057/~1~CdA0455..051/01-2 ~-97/$db
Exhibit "A"
LE~A E:: D ESCRIPTIOI~L-
27~. ~AGE~ 3~ ~ROUOH ~. INCLUSIVe. OF P~CEL ~AP=. IN ~E O~ICE
WEST ~g~.8~ f~ ~ONO T~[ MOS7 NOM~E~L~ BOUND~ UNE O~ ~D P~C~
SOUTH~TERLY ~OUNDARY UNE OF ~AID PARC~ 'A', ~ND POINT BBNO SO~
WE~T 1~.~ E~ ~OM THE MOST ~ERLT CQRN~ OF S~O P~C~-A'.
~C~ ~~OM ~ ~D ALL OIL, O~ RIG~. ~INE~L~, M1N~ ~O~. NA~
~I~HTS, ~D O~ H~ARBOHS ~ ~T~O~R~E KNOWN. OEO~~L ~. AND
ALL PRODUu~ D~ FRO~ A~ OF ~E .FORECO~. ~T ~ BE W~
TH~R~0R. ~D ~ORIN~ :N ~D REM~N~ ~ ~E ~OM ~O ~O 0R ~ O~ ~.
SUCH W~L~ O~ ulNG ~O~. ~a~E. ~E EIC~ TO D~LL MINE ~O~[
O~E~ ~OUOH ~E ~URF~E O~ ~E'U~ 5~ ~ OF .~E SUBS~F~E 0F
AS ~ESE~ IN THE- DE~ 'RECORDED JUNE 1~. 1990 ~ ]H~M~ NO. 90--31~Q6 OF
ALSO ~~NG. ~~OM ~ ~D ~ WA~, RIG~ OR I~E~ ~ER~N, ND
HOW ~OUIR~ ~ O~TOR. ~O OWN~ O~ US~ ~ O~E IN CDNNEC~ON
RE3PE~ TO THE ~D. TOG~E~ ~ ~E R!G~ AND POWER TO ~P~ m~E.
WA~, RIG~ OR IH~~ ON A~ OTHER PRQP~ OWNED OR L~ED ~ G~TOR,
PR[~CRI~. ADJMD!~TEO. ~A~ OR COHT~J~ BL~ ~O~. HOW~. ~ RIC~
TO ENTER U~0N ~E ~URFACE OF ~E ~D IN ~E ~ERCI~E 0F ~CH R]G~.
IN ~E DEED RECORD~ JUNE 15. 1990 ~ IN~UME~ NO. 90--31850~ 0r O~ RECORDS.
P~C~ 2:
A POR~ON OF P~C~' 2 OF ~T C~T~N LOT ~NE ~DJUS~ NO. ~1--~,
INSTRUMENT NO, g l--OTT2B~ OF OF~C~ RECORD~ OF ~O O~CE COUP. MORE ~U--
~RLY DE~CRIB~ ~ m~O~: .
RL~ IN BOOK 271, P~ 3& ~ROUOH ~. INCL~ OF PARC~ ~. IN
~E COU~ ~ECORD~ OF ~D O~CE COUP: ~~ ~ONG ~E NO~E~
SOU~E~T~LT ~OM ~E HOR~T~LY ~OUND~ M?~ m~ e~,~ PARCEL
3~ ~ 571.BZ ~ TO ~E POINT DF BEGINNING.
~ ~O~E CO~ H~E~Y, 01~ OR G~ WE~, ~NN~ ~O ~~ I~0, ~ROUGH
0~ ~, ~NNEL~ ~O S~ UNDER ~D BEN~ OR B~OND ~K ~~E U~
SUCH ~ 0R M~D W~0,~. ~W~R. ~E R~C~ T0 DR~L~ M:N~ ~tOX~
DF~C~L RECORDS.
ALSO ~C~NG ~EFRO~ ~ ~D ~L WA~R, RIO~ OR IN~RE~ ~E~N. NO
HOW ~CQUtRED BY G~OR, ~D OWN~ OR USED ~ ~OR IN CQNNEC~ON
RIGHT~ OR INTEE[~ ON A~ 0~ PROPER~ OWNED OR ~SED ~.G~OR,
TO ENT~ UPON ~E SURFACE OF THE ~O IN ~E ~ERCISE OF SUCH RlO~.
FXHT BIT 'R"
EXHIBIT B-3
CERTIFIED COPY OF BUYER'S APPROVAl_
[To Be Attached]
1100-00013
41741 1
February 11, 1997
EXHIBIT C
GRANT DEED
1100-00013
41741 l
Fcbmaryll, 1997
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
City of Tustin
300 Centennial Way
Tustin, CA 92680
Attn' Assistant City Manager
DOCUMENTARY I'HANSFER TAX $ .... ..-..0.~. ..........................................
...... Computed on the consideration or value of property conveyed; OR
...... Computed on the consideration or value less liens or encumbrances remaininq at time of sale.
Exempt .Der kev. and Tax. Code Section 11922
GRANT DEED
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Signature of Declarant or Agent determining tax -- Firm Name
Exempt. from recording fee per Government Code Section 6103.
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
a Delaware limited liability company
AB RE0 IV, L.L.C.,
herebyGRANT(S) to the City of Tustin, a California municipal corporation
the real property in the City of T us t i n
County of 0range , State of California, described as
shown on Exhibit "A" attached hereto and incorporated herein by reference.
Dated
STATE OF CALIFORNIA }ss.
COUNTY. OF }
O1'1
before me,
personally appeared
personally khown to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signa-
ture(s) on the instrument the person(s) or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
AB RE0 IV,' L.L.C.,
a Delaware limited liability company
..By' AB Sub II, Inc., ~ Delaware corporation,
its Managing Member
By-
Name ·
Ti tie.
MAIL TAX STATEMENTS TO:
City of Tustin
300 Centennial Way
Tustin, CA 92680
Attn' Director of Finance
(This area for officiaJ notadaJ seal)
1002 (1/94)
ALL THAT CERTAIN LA3~D SITUATED IN THE STATE OF CA3L. FFOP. NIA. COI.~ OF OI~GE, CITY OF 'I/JS'I/N,
DESCRIBED AS FOLLOWS:
PARCEL 1:
PARCEL ? AND PARCEL 8 OF PARCEL MAP NO. 91-265, AS SHOWN ON A MAP FILED IN BOOK 276,
PAGES 34 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID ORANGE COUNTY; TOGETHER W'ITH A PORTION OF PARCEL 'A' OF SAID
PARCEL MAP NO. 91-265 MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF SAID PARCEL 'A" LYING NORTHEASTERLY OF THE FOLLOVFI. NG DESCRIBED
LINE:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID PARCEL "A"; THENCE SOUTH 40° 39' 24"
WEST 194.83 FEET ALONG THE MOST NORTHWESTERLY BOUNDARY LINE OF SAID PARCEL TO TIlE
TRUE POINT OF BEGINNING. THENCE LEAVING SAID NORTHNVESTERLY LINE, ALONG A LINE
THAT IS PARALLEL WITH AND DISTANT 194.83 FEET SOUTHWESTERLY FROM THE MOST
NORTHEASTERLY LINE OF SAID PARCEL "A", SOUTH 49° 20' 36" EAST 241.70 FEET TO A POINT ON
THE MOST SOUTHEASTERLY BOUNDARY LINE OF SAID PARCEL "A", SAID POINT BEING SOUTH
44° 59'-38" WEST 195.39 FEET FROM THE MOST EASTERLY CORNER OF SAID PARCEL "A".
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL
GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL
STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN
OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING,
EXPLORING, AND OPERATING THEREFOR, AND STORING IN AND REMOVING THE SAME FROM
SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIKECTIONALLY
DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS,
TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO
BOTTOM SUCH WHIPSTOCKED OR DIKECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS
UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL,
RETUNNEL, EQUIP, MAINTAIN, REPALR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES
WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STOKE, EXPLORE AND OPERATE THROUGH
THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE
DEED RECORDED JUNE 15, 1990 AS INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO
MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION
WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE,
DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE
UTILIZE SUCH WATER, RIGH.TS OR INTERESTS' ON ANY OTHER PROPERTY OWNED OR LEASED BY
GRANTOR, WHETHER WHICH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE,
LITERAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT
WITHOUT, HOWEVER, ANY RIGHT TO ENTER uPON THE SURFACE OF THE LAND IN THE EXERCISE
OF SUCH RIGHTS, AS RESERVED IN THE DEED RECOP,.DED JUNE 15, 1990 AS INSTRUMENT NO.
90-318506 OF OFFICIAL RECORDS.
EXHIBIT "A"
Page 1 of 2
PARCEL 2:
A PORTION OF PARCEL 2 OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 91-2, RECORDED AS
INSTRUMENT NO. 91--077285 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL 'A" OF PARCEL MAP NO. 91-265,
FILED IN BOOK 276, PAGES 34 THROUGH 44, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE ALONG THE NORTHWESTERLY
BOUNDARY LINE OF SAID PARCEL 'A'~ SOUTH 40° 39' 24" WEST 194.83 FEET; THENCE LEAVING
SAID NORTHWESTERLY LINE AND ALONG A LINE THAT IS PARALLEL WITH AND DISTANT 194.83
FEET SOUTHWESTERLY FROM THE NORTHEASTERLY BOUNDARY LINE OF SAID PARCEL 2, NORTH
49° 20' 36' WEST 554.32 FEET; THENCE LEAVING SAID PARALLEL LINE NORTH 00° 31' 45' WEST
26.58 FEET; THENCE NORTH 40° 39' 24' EAST 174.83 FEET TO A POINT ON THE NORTHEASTERLY
BOUNDARY LINE OF SAID PARCEL 2; THENCE ALONG SAID NORTHEASTERLY LINE SOU]~ 49°'20'
36' EAST 571.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL
GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL
STEAM AND .ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR
UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING
AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR
ANY OTHER LAND. INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE
FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND
SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH
WHIPSTOCK. ED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND
BENEATH OR BEYOND THE EX~RIOR LIMITS THEREOF, AND' TO REDRLLL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER,
THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR'THE
UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED RECORDED
JUNE 15, 1990 AS INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO
MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION
WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE,
DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE
UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY
GRANTOR, WHETHER WHICH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE,
LITERAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT
WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE
OF SUCH RIGHTS, AS RESERVED IN THE DEED RECORDED .IUNE ltl, 1990 AS INSTRUMENT NO.
90-318506 OF OFFICIAL RECORDS.
EXFtIBIT "A"
Page 2 of 2
CERTIFICATE OF ACCEPTANCE OF DEED OR GRANT
(City of Tustin)
This is to certify that the interest in real property conveyed by the deed or grant
dated ,1997, from AB REO IV, L.L.C., a Delaware limited liability
company, to the CITY OF TUSTIN, a governmental agency, is hereby accepted by the
undersigned officer on behalf of the CITY OF TUSTIN pursuant to authority conferred by
Resolution No. 95-39 of the City of Tustin adopted on April 3, 1995, and the grantee
consents to recordation thereof by its duly authorized officer.
Dated:
Title: [City Manager or City Clerk]
1100-00013
40813_1
EXHIBIT D
TAX AFFIDAVIT
1100-00013
41741 1
Fcbrtmryll, 1997
AFFIDAVIT OF EXEMPTION FROM
FOREIGN INVESTORS REAL PROPERTY TAX ACT
AB Asset Name: Jamboree Plaza
AB HOLDINGS Number: 20010
AB REO IV, L.L.C., a Delaware limited liability company ("Seller"), states as
follows:
1. Seller is the owner of certain real property commonly referred to as
Jamboree Plaza, located in the City of Tustin, County of Orange, State of California
.(the "Property").
2. Seller has entered into an agreement to sell a portion of the Property
to the City of Tustin (herein called the "Transferee").
3. Section 1445 of the Internal Revenue Code of 1986, as amended (the
"IRC"), provides that a transferee of a U.S. real property interest must withhold tax
if the transferor is a foreign person.
4. To inform the Transferee that withholding of tax is not required upon
Seller's disposition of the Property, Seller additionally states and certifies the
following:
a. Seller is not a foreign person, foreign corporation, foreign
Partnership, foreign trust or foreign estate (as these terms are defined in the IRC
and regulations thereunder);
b. Seller's U.S. employer identification number is
; and
C.
Seller's address is:
AB REO II, L.L.C.
C/O O'Connor Capital, Inc.
399 Park Avenue, 25th Floor
New York, New York 10022
5. Seller understands that this Affidavit may be disclosed to the Internal
Revenue Service by the Transferee and that any false statement on the part of
Seller could be punished by fine, imprisonment, or both.
6. Sections 18661, 18662 and 18668 of the California Revenue and
Taxation Code provide that a buyer may be required to withhold three and one-third
percent (31/3%) of the sales price of California property sold by a non-resident,
unless the sales price of the property is less than $100,000.00.
7. Seller hereby certifies that Seller is a limited liability company either
qualified to do business in California or maintaining a permanent place of business
with a California street address after the subject transfer.
8. Seller understands that this certificate may be disclosed to the
Franchise Tax Board of California by Transferee and that any false statement
contained herein could be punished by a fine, imprisonment, or both.
Under penalties of perjury, the undersigned declare that they have examined
this Affidavit and to the best of their knoWledge it is true, correct and complete.
Executed in , California, this~ day of
, 1997.
SELLER:
AB REO IV, L.L.C., a Delaware limited liability
company
By:
AB SUb II, inc., a Delaware corporation,
its_ Managing member
By'
Name_'
Title-_
EXHIBIT E
CC&R'S AMENDMENT
1100-00013
41741_1
February ll, 1997
o .
RECORDING REQUESTED BY
.AND WHEN RECORDED MA.IL TO:
ALLEN, MATKINS, LI~CK, GAMBLE
& MALLORY LLP
18400 Von Karman, Fourth Floor
Irvine, California 92612
Attention: Susan E. Graham, Esq.
(Space Above For Recorder's Use)
SECOND AMENDMENT TO
DECLARATION OF RECIPROCAL EASEMENTS,
COVENANTS, CONDITIONS AND RESTRICTIONS FOR
JAMBOREE PLAZA TUSTEN CALIFORNIA
·
TH/S SECOND A1VfE~~~ TO DECLARATION OF RECIPROCAL
EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS FOR JAMBOREE
PLAZA, TUSTIN, CALIFORNIA ("_Amendment") is made as of February i , 1997 by AB REO
IV, L.L.C., a Delaware limited liability company ("Declarant").
RE_C!IAL_S ·
A. On or about April 12, 1993, Clay Capital, Inc., a California corporation
C_Oricnal Declarant_") executed that certain Declaration of Reciprocal Easements, Covenants,
Conditions and Restrictions for that certain project commonly referred to as Jamboree Plaza
Business Center at 3075-3097 Edinger Avenue, Tustin, California (the "Pror>erty"), which
declaration was recorded April 20, 1993 as Instrument No. 93-0259529 in the Official Records
("Official Records") of Orange County, California (the "Original Declaration"). The Property is
more particularly described in Exhibit "A' attached hereto.
B. On or about May 27, 1993, Original Declarant executed that certain
Amendmem No. 1 to the Declaration of Reciprocal Eas,e, ments, Covenants,,, Conditions and
Restrictions for Jamboree Plaza, Tustin, California (the First Amendment ), which First
Amendment was recorded June 8, 1993 as Instrument No. 93-0384206 in the Official Records.
The Original Declaration, as amended by the First Amendment, shall hereafter be referred to as
the oeclaratlon.
"De ' " "
C. Declarant has succeeded to the interest of Original Declarant under the
Declaration. Except for the ".Midas Propertx," the "DeYoung Property" and the "Miller Propert3_~"
(as each term is defined below), Declarant is the current owner of the Property. The " Mi d a_._.___ ss
R 1/0(2970220. I 10/SEG/A045 g-052/02-10-97/sdb
Property" shall refer to that certain parcel of real property within the Property which VA-MA-JO,
Inc., a California corporation (herein referred to as "Midas") is the current owner of and which is
more particularly described in Exhibit "D" attached hereto. The "DeYoung Property" shall refer
to that certain parcel of real property within the Property which Tustin Properties, LLC, a
Delaware limited liabilit~ company ("DeYoung") is the current owner of and which is .more
particularly described in Extfibit "E" attached hereto. The "Miller Property" shall refer to that
certain parcel of real property within the Property which Louis G. Miller and Judith Miller,
Trustees of The Miller Family Trust, and Gerald D. Stark and Lorraine Stark, Trustees of The
Stark Family Trust, each as to an undivided one-half interest (collectively, "Miller"), are the
current owners of and which is more particularly described in Exhibit "F" attached hereto.
D. Declarant, as seller, and The City of Tustin (the "City"), as buyer, have
entered into that certain Purchase and Sale Agreement (the "City Purchase Agreement"), pursuant
to which Declarant will sell a portion of the Property to the City, which property is more
particularly described in Exhibit "G" attached hereto (the "City Property"). Pursuant to the terms
of the Purchase Agreement, Declarant has agreed to modify the Declaration upon the terms and
provisions hereafter set forth.
E. Pursuant to Section 19.1 of the Declaration, Declarant has thE'right to
amend the Declaration so long as such amendment does not materially or adversely impair any
fights to which Midas, DeYoung, 'Miller or any other owner of a portion of the Property has
become vested under the Declaration. However, to the extent, if any, the consent of Midas,
DeYoung or Miller is required for any of the modifications set forth in this Amendment, Midas,
DeYoung and Miller have each agreed to consent to the same. All capitalized terms used but not
defined herein shall have the meaning set forth in the Declaration.
as follows:
NOW, THEI~FORE, Declarant hereby declares that the DeClaration is amended
1. City Property_: Parcel A and Parcel 2. A portion ofParcel A and Parcel 2
(as defined in the Declaration) will be sold to the City as part of the City Property. Upon
recordation of the deed conveying title to the City Property to the City (the "City Deed"), all
references to "Parcel A" and "Parcel 2" shall thereafter no longer include the portions of such
Parcels which have been incorporated into the City Property. Section 9.3 of the Declaration shall
be deemed inapplicable to the sale transaction to the City and no Committee approval shall be
required. '
2. Common Areas.
(a) Pursuant to Section 1.10 of the Declaration, a portion of Parcel 1
(the "Parcel 1 Common Area") and a portion of Parcel 2 (the "Parcel 2 Common Area") of Lot
Line Adjustment 91-2, recorded as Instrument No. 91-077285 i~the Official Kecords (the "Lot
Line Adiustment"), as more particularly described in Exhibif "__2;!2_' attached hereto and incorporated
herein by this reference, are hereby added to the Common .~reas. All references to the Common
Areas shall hereai'ter include the Parcel 1 Common Area and the Parcel 2 Common Area.
OC970220.110/SEG/A045g-052/02-10-97/sdb
-2-
.o
(b) To the extent any l~ortion of the ,City Property presently constitutes
part of the Common Areas under the Declaration, such areas are hereby withdrawn therefrom so
that no portion of the City Property shall be included within the Common Areas. In furtherance,
but not in limitation of the foregoing, the portion of Parcel A which is located within the City
Property (the "City_ Parcel A") shall no longer be part of the Common Areas.
3. Building Area. Exhibit "B" to the Declaration which described the
Building Areas is hereby deleted and Exhibit "B" attached hereto is substituted in lieu thereof.
Accordingly, all references in the Declaration to the Building Areas shall mean and refer to the
Building Areas attached hereto as Exhibit "B".
4. Site Plan. The Site Plan attached to the Declaration as Exhibit "C" is
hereby deleted and the Site Plan attached hereto as Exhibit "C" is substituted in lieu thereof.
Accordingly, all references in the Declaration to the Site Plan shall mean and refer to the Site Plan
attached hereto as Exhibit "C". As additional Phases of the Complex are developed, the Site Plan
may be amended by Declarant to include such portions of the Complex within the Site Plan.
5. City Prope .r5'_ Not Burdened by Common Area Easements. The ~ity
Property shall no longer be burdened by any of the' covenants, conditions, restrictions: 'or
easements set forth in Article 3 of the Declaration. The City Property shall continue to enjoy the
non-exclusive easement of pedestrian and vehicular ingress and egress over the portions of the
Common Areas designated as (a) those portions of Parcels A, C and D on Parcel Map No. 91-
265 recorded in Book 276, Pages 34 to 44 inclusive of Parcel Maps in the Official Records (the
"Parcel Map") depicted on Exhibit "H" hereto (the "Southeastern Driveway"), Co) the Parcel 1
Common Area, the Parcel 2 Common Area and Parcel E on the Parcel Map (collectively, the
"Northwestern Driveway"), and (c) the temporary roadway, as shown on the Site Plan,
connecting the Southeastern Driveway and the Northwestern Driveway. The City shall have the
right to compel the Association to maintain those portions of the Common Areas so long as the
City is current on its payments under Paragraph 20 below, and (ii) the indemnification provisions
set forth in Section 3.6 shall continue to bind and benefit the City Property with respect to the use
and enjoyment of such pedestrian and vehicular ingress and egress easements. Such easements
are depicted on Exhibit "H" hereto and shall not be terminable except with the prior written
consent of the then-current Owner of the City Property, pursuant to Section 19.1 of the
Declaration.
6. Building Restrictions. The City Property shall no longer be burdened by
any of the covenants, conditions and restrictions set forth in Article 4 of the Declaration.
-
7. Definition of Parcel. Section 1.26 of the Declaration which defines
"Parcel" is hereby deleted and replaced with the following:
"1.26 Parcel: Any parcel of real property created by and/or as
shown on the Parcel Map, asadjusted by the recordation of the City
Deed, or any lot line adjustment affecting any of the Property. As
additional phases of the Complex are developed, the term "Parcel" shall
0<2970220.110/SEG/A0458-052/02-10-97/sdb
-3-
include such other parcels of the'Complex that are designated in an
amendment to this Declaration."
8. Removal of Industrial Center. The property comprising the Industrial
Center has been incorporated into the City Property. Therefore, all references in the Declaration
to the Industrial Center are hereby deleted.
9. Common Area Easements. Section 3.1 (a)(i) is hereby deleted in its entirety
and replaced with the following:
"(i) The Parking Areas on Parcel A shown on the Site Plan
shall be used primarily for vehicular parking by Users of Parcels 5 and
10. Association's Public Liability_ Insurance. Neither the Owner nor the
Occupant of the City Property shall have the right to be named as an additional insured on the
public liability insurance the Association may obtain for the Common Areas pursuant to
Section 5.2(a). of the Declaration.
11. Real Property Taxes for Common Areas. Section 5.5 of the Declaration is
hereby modified so that the Owner of the City Property shall have no responsibility for any of the
Taxes levied and assessed against the Common Areas of the Complex, and the Proportionate
Share of said Taxes among the other Owners within the Complex shall be adjusted accordingly.
12. Association. Article 6 is hereby modified so that the Owner of the City
Property shall not be entitled to be a Member of the Association, nor enjoy any of the benefits or
fights of a Member of the Association.
13. ArchitectUral Control. The City Property shall no longer be subject to any
of the architectural controls or restrictions set forth in Article 9 of the Declaration, nor shall the
Owner of the City Property be included as an Owner who may vote for the removal of a
Committee member pursuant to Section 8.2 of the Declaration.
14. Permitted Uses. Sections 10.1 and 23.5 are hereby modified so that the
City Property may be used (a) as a commuter rail station, including loading and unloading for
train passengers, the parking of such passengers' vehicles, concession sales, and other uses
consistent with a commuter rail station, and (b) as otherwise permitted under Sections 10.1 and
23.5 of the _Declaration.
15. Parking. Section 12.1 is hereby modified so that the Parking Area on the
City Property does not have to be laid out in accordance with the Site Plan, but may be laid out in
any manner acceptable to the Owner of the City Property. However, the Owner of the City
Property shall be.obligated to construct or plant a fence, wall or hedge surrounding such Parcel
intended to discourage train passengers from parking their vehicles upon any other Parcels within
the Complex. The Owner of the City Property shall also be obligated to utilize its reasonable
efforts to assure that commuter rail station employees and passengers using the commuter rail
OC 970220.110/SEG/A0458-052/02 - 10-97/sdb
station park their vehicles on the City Property. 'In furtherance, but not in limitation of
Section 12.2, any passenger of the commuter rail station who parks his (her) vehicle outside of
the City Property may have his (her) vehicle towed by an Owner or the Association at the sole
cost and expense of the owner of the vehicle. The Owner of the City Property shall not be
considered an "Occupant" within the meaning of Sections 12..8, 12.9 and 12.10 and shall not be
subject to the payment of assessments under'Section 12.11.
16. TRfFDM Program. The Association shall not be obligated to implement
the TK/TDM Program for the City Property, and the City Property shall not be considered part of
the Complex for purposes of determining if the Complex has satisfied the Performance
Requirement.
17. Indemnification. For purposes of the indemnification provisions set forth in
Section 13.2 of the Declaration, the entire City Property shall be considered a Building Area. So
long as the Owner of the City Property is the City or a successor governmental agency, (a) the
Owner of the City Property will not be required to carry the public liability insurance required
under Section 13.3 of the Declaration or the fire insurance required under Section 13.4 of the
Declaration, and (b) Sections 13.6 and 13.7 shall be inapplicable with respect to the Owner of the
City Property.
18. Replacement of Original Declarant. Midas, DeYoung, Miller and
Declarant each hereby agrees and all owners of any portion of the Property understand that
(i) Declarant has replaced the Original Declarant, and has succeeded to all of the rights,' powers
and reservations of the Original Declarant, (ii) Declarant has agreed to assume all of the duties
and obligations of the Original Declarant wh ich have arisen or accrued on or after December 22,
1995, and (iii) every reference to the Original Declarant in the Declaration is hereby deleted and
replaced with Declarant. The parties fUrther acknowledge and agree that Declarant Divestment
has not occurred, and Section 1.14 which defines Declarant Divestment is hereby deleted and
replaced with the following:
"1.14 Declarant Divestment: The occurrence of one (1) or
more transactions whereby Parcels containing seventy-five percent
(75%) of the Allowable Gross Floor Area in the Complex have been
sold or otherwise conveyed by Declarant, provided, that a bulk sale of
the Compl.ex (other than the Midas Property, the DeYoung Property,
the Miller Property and the City Property) by Declarant to one (1)
purchaser shall not constitute a Declarant Divestment."
19. Signage Easement. Declarant hereby establishes a non-exclusive easement
over the Property, appurtenant to and 'for the benefit of the City Property to allow the
construction, erection and maintenance of signs along common area lot setbacks along Edinger
Avenue for the benefit of the City Property (the "City_ Property Signs"). The design, size and
location of the City Property Signs shall be consistent with the City's sign ordinance and no City
Property Sign shall be placed so as to block any other signs pertaining to the Property or any
business located on the Property.
-5-
OC 970220.110/SEG/A0458-052/02-10-97/sdb
20. Cost of Operation and Maintenance of Common Area, The Owner of the
City Property shall not be responsible for any of the costs to operate or maintain the Common
Areas incurred bY the Association pursuant to Sections 5.1 and 5.2 of the Declaration. Moreover,
notwithstanding any other provision of the Declaration and this Amendment (including
Paragraph 21 below) to {he contrary, the Owner of the City Property shall not be responsible for
any costs, fees, charges or assessments of any nature, under Articles 5, 7, 12 or 14 of the
Declaration, except that the Owner of the City Property shall be responsible for payment of eight
percent (8%) of the documented costs to repair, maintain, replace and clean those certain
driveways and drive aisles allowing access to the City Property from Edinger Avenue, across a
portion of the Property (as outlined on the map attached hereto as Exhibit "H") (the
"Driveways"). The City shall pay its eight percent (8%) share of such-costs within thirty (30)
days after receipt of written documentation showing the total amount that has been expended by
the Association for such repair, maintenance, replacement and cleaning for the period in question.
The City shall have the right to conduct an audit of the documented costs on five (5) business
days' notice to the Association. If such audit discloses any overpayment by the City, the
Association shall refund the amount of such overpayment within thirty (30) days after receipt of
notice that a refund is due. If the audit discloses any underpayment by the City, the City shall pay
the amount of such underpayment within thirty (30) days after receipt of notice that. an
underpayment was made.
21. Proportionate Share. Section 5.3(b) is hereby deleted in its entirety and
replaced with the following:
"Co) Proportionate Shares. The Owners shall each pay the
Association, as a Part of the assessments to be paid pursuant to
Article 7, for their Proportionate Shares of all costs and expenses
incurred by the Association pursuant to Sections 5.1 and 5.2 as
follows: Except as may be specifically provided otherwise in this
Declaration, each Owner shall pay a Proportionate Share of the said
costs and expenses incurred by the Association, and for Taxes, in
respect of Parcels B, C, D, E, the Parcel 1 Common Area and the
Parcel 2 Common Area and the Owners of Parcels 5 and 6 shall pay a
Proportionate Share of said costs and expenses and Taxes in respect of
Parcel A."
22. Cohdemnation Awards. Article 14 of the Declaration sets forth the rights
of Owners with respect to condemnation awards. Declarant, Midas, DeYoung and Miller each
agrees that-neither Midas, nor DeYoung nor Miller is entitled to any of the proceeds of the sale of
the City Property to the City, pursuant to Article 14 of the Declaration..
23. Manner of Construction: City Property. So long as the City Property is
owned by the City or a successor governmental agency, Section 11.5 of the Declaration shall be
inapplicable to the Owner of the City Property and the new Section 11.SA, which is herebY added
to the Declaration, to read as follows, shall apply to the Owner of the City Property:
0C970220.110/SEG/A0458-052/02-10-97/sdb
"11.5A Manner of Construction: Temporary_ Structures: City
Property. No trailer, mobile home, shed or other outbuilding may be
erected or located on any Parcel except in the course of a diligently
pursued construction project and then only for the reasonable period of
construction. All construction shall be performed in a manner designed
not to interfere with the use of other Parcels by their Owners."
24. Antennas and Aerials: Roof Devices. So long as the City Property is
owned by the City or a successor governmental agency, Section 11.6 of the Declaration shall be
inapplicable to the Owner of the City Property and the new Section 11.6A, which is hereby added
to the Declaration, to read as follows, shall apply to the Owner of the City Property:
"11.6A Antennas and Aerials; Roof Devices, City Property.
To the extent feasible, auxiliary structures, antennas, aerials, cables or
other mechanisms related to communications shall .be placed or
permitted to remain on the City Property or on any structure within the
City Property in such a manner as will minimize the visibility thereof
from other Parcels and adjacent streets. To the extent feasible, the roof
surfaceS, all electrical and mechanical apparatus, equipment, fixtures, ~'
conduits, ducts, vents, flues and pipes mounted or placed upon the roof
surface, or extending above the roof line of any building or structure,
shall be concealed from view from the streets and from buildings on
other Parcels. Notwithstanding the foregoing, however, no train
communication facilities (including, but not limited to, antennas) shall
be required to be placed on any location in the City Property or any
structure within the City Property in such a manner as would impair
reception."
25. Loading. So. long as the City Property is owned by the City or a successor
governmental agency, Section 12.3 of the Declaration Shall be inapplicable to the Owner of the
City Property and the new Section 12.3A, which is hereby added to the Declaration, to read as
follows, shall apply to the Owner of the City Property:
"12.3A Loading: City Property.
- (a) All loading and unloading of vehicles inuse by
employees or customers of the commuter rail station shall be
conducted only within those areas of the City Property
designated for that purpose by the Owner of the City Property.
Sufficient loading and unloading places shall be provided on the
City Property for this purpose. Buildings and structures shall be
so designed and placed upon the City Property, and loading
facilities shall be so constructed, that motor vehicles may be
loaded or unloaded at any loading dock or door, or loading
OC970220.110/SEG/A0458-052/02-10-97/sdb
-7-
area, without extending beyond the designated loading and
unloading areas.
(b) .Loading docks shall be set back and landscaped
t6 minimize their exposure from the street."
26. Storage. So long as the City Property is owned by the City or a successor
governmental agency, Section 12.4 of the Declaration shall be inapplicable to the Owner of the
City Property and the new Section 12.4A, which hereby added to the Declaration, to read as
follows, shall apply to the Owner of the City Property:
"12.4A Storage: City Property. No materials, supplies or
equipment, including City-owned or operated trucks and motor
vehicles, shall be stored in any area on the City Property, except inside
a closed building, or behind a visual barrier, screening such areas from
the street and from the adjoining properties."
27. Traffic and Employee Parking. Sections 12.5 and '12.6 of the Declaration
shall be inapplicable to the City, the City Property, and commuter rail station employees. The
Owner of the City Property shall comply with all City's rules, regulations and reporting
requirements relating to traffic. Commuter rail station employees shall park on the City Property.
28. Liens. Sections 15.4 and 15.5 of the Declaration shall be inapplicable to
the City, or a successor governmental agency, and, so long as the City, or a successor
governmental agency, is the Owner of this City Property, shall be inapplicable to the City
Property.
29. Amendment. Except as otherwise amended hereby, all terms and
conditions of the Declaration shall continue in full force and effect as if this Amendment had not
been executed.
30. Counterparts. This Amendment may be eXecuted in more than one
counterpart, each of which shall be an original and all of which together shall constitute one
instrument.
31. CoI~struction. Section 18.1 of the Declaration shall be inapplicable to the
construction of this Amendment.
- 32. Right to Construct Common Area Driveway by Owner of City Property.
The_Owner of the City Property, at its sole cost and expense, shall have the right, but not the
obligation, to (a) remove the improvements located on the Northwestern Driveway which block
access to the City Property and Co) complete the driveway and related improvements over the
Southeastern Driveway and the Northwestern Driveway (the "Driveway Improvements") for the
purpose of providing improved access over such driveways to the City Property. Upon
completion of the Driveway Improvements, the Association shall maintain the Driveway
OC970220.110/SEG/A0458-052/02-10-97/sdb
Improvements, wkich constitute a portion of th~ Common Area, in accordance with Article $ of
the Declaration.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first set forth above'.
"Declarant"
AB REO IV, L.L.C., a Delaware
limited liability company
By:
AB Sub II, Inc., a Delaware corporation
Its Managing Member
By:
Name:
Title:
OC970220.110/SEG/A0458-052/02-10-97/sdb
-9-
STATE OF .)
COUNTY OF )
On , before me, ., a
Notary Public in and for said state, personally appeared ~ personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person, or the
entity upon behalf of which the person acted, executed the instrument.
-WITNESS' my hand and official seal.
Notary Public in and for said State
OC970220.110/SEG/A0458-052J02-10-97/adb
-10-
DESCRIPTION OF PROPERTY
ALL OF THAT CERTAIN LAND SITUATED 1N THE STATE OF CALIFORNIA, COUNTY
OF ORANGE, CITY OF TUSTIN, DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2, AS SHOWN ON EXHXBIT "B" ATTACHED TO THAT CERTAIN LOT
LINE ADYUSTMENT NO. 91-2 RECORDED FEBRUARY 20, 1991, AS YNSTRLqVI]ENT NO.
91-077285 OF THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, 1VffNE~S, MINERAL
RIGHTS, NATLrRAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER
NAME KNOWN, GEOTHERMAL STEAM A_ND ALL PRODUCTS DERIVED FROM ANY
OF THE FOREGOING, THAT MAY BE WITHIN OR LENDER THE LAND, TOGETHER
WITH TH]E PERPETUAL RIGHT OF DRff. LING, MINING, EXPLORING AND
OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE
LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO ~STOCK OR
DIRECTIONALLY DRILL AND MYNE FROM LANDS OTHER THAN THOSE CONVEYED
HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, TH2ROUGH OR ACROSS
THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHXPSTOCKED OR
DIRECTIONALLY-DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH
OR BEYOND THE EXTERIOR LI3KITS THEREOF, AND TO REDRILL, RE~L,
EQUIP, MAINTAIN, REPA]~ DEEPEN AND OPERATE ANY SUCH WELLS OR MINES,
WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EX?LORE AND
OPERATE THROUGH TIKE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE
OF THE 'LAND AS RESERVED IN THE DEED RECORDED ~ 15, 1990 AS
INSTRUMENT NO. 90-318506 OF THE OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL'WATER, RIGHTS OR INTERESTS
THEREIN, NO MATTER HOW ACQUI]KED BY GRANTOR., AND OWNED OK USED BY
GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER
WITH THE RIGHT AND POWER TO EX?LORE, DRILL, RE-DRILL, REMOVE AND
STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH
WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OK LEASED
BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RI2P~A~, OVERLYTNG,
APPKOPR.IATIVE, LITERAL, PERCOLATING, PRESCRII:'TIVE, ADYUDICATED,
STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO
ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS
RESERVED IN THE DEED RECORDED JUNE 15, 1990 AS INSTRUMENT NO. 90-318506
OF THE OFFICIAL RECORDS.
OC 970220.110/SEG/A0458-052102-10-97/sdb
EX3GBIT "A"
TABLE OF PERMI~ED BUILDING AREAS AND USES
FOR PItASE I (PARCEL MAP 91-265)
Parcel No.
Parcel 1
Parcel 2
Parcel 3
Parcel 4
Parcel 5
Parcel 6
Parcel 9
Allowable
Gross Floor Area Use
9,461 Car wash
5,341 Food service
3,000 Auto service
12,357 Auto service
4,614
4,477
5,341
Auto service
;.
Auto service
Service station
OC970220.110/SEG/A0458-052/02-10-97/sdb
EXHIBIT
MIDAS PROPERTY
PARCEL A:
PARCEL 6 OF PARCEL MAP NO. 91-265, AS SHOWN ON A MAP FILED IN BOOK 276,
PAGES 34 TO 44 INCLUSIVE, OF PARCEL MAPS, INTI-IE OFFICE OF THE COUNTY
RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL
RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER
NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY
OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER
WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND
OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID
LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR
DtRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED
HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR
BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP,
MAINT~, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINrES
WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND
OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF TIlE SUBSURFACE
OF THE LAND, AS RESERVED IN THE DEED RECORDED JUNE 15, 1990 AS
INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS
THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY
GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER
WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND
STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH
WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED
BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING,
APPROPRIATIVE, LITERAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED,
STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO
ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS
RESERVED IN THE DEED RECORDED IUNE 15, 1990 AS INSTRUMENT NO. 90-318506
OF OFFICIAL RECORDS.
RESERVING THEREFROM APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID
EASEMENTS ARE SET FORTH IN SECTIONS 3.1, 3.2 AND 3.3 OF THAT CERTAIN
"DECLARATION OF RECIPROCAL EASEMENTS,' COVENANTS, CONDITIONS, AND
CALIFORNIA, AS AM2ENDED BY THAT CERTAI'N AMENDMENT NO. 1 TO THE
DECLARATION OF RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS AND
RESTRICTIONS FOR JAMBOREE PLAZA RECORDED ~NE 8, 1993 AS INSTRUMENT
NO. 93-0384206 OF SAID OFFICIAL RECORDS.
PARCEL B'
APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID EASEMENTS ARE SET
FORTH IN SECTIONS 3.1, 3.2 AND 3.3 OF THAT CERTAIN "DECLARATION OF
RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS, AND RESTRICTIONS FOR
JAMBOREE PLAZA" RECORDED APRIL 20, 1993 AS INSTRUM]ENT NO. 93-0259529 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS AMENDED BY THAT
CERTAIN AMENDMENT NO. 1 TO THE DECLARATION OF RECIPROCAL
EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS FOR JAMBOREE
PLAZA RECORDED JUNE 8, 1993 AS INSTRUMENT NO. 93-0384206 OF SAID OFFICIAL
RECORDS.
OC970220.110/SEG/A0458-052/02-10-97/sdb
EXHIBIT
Page 2
DE YOUNG PROPERTY
THE LAND REFERRED TO IN THIS AGREEMENT IS SITUATED IN THE
STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF TUSTIN, AND IS
DESCR.I2BED AS FOLLOWS:
PARCEL A:
PARCEL 9 OF PARCEL MAP NO. 91-265, AS SHOWN ON AMAP F]]_,ED IN BOOK 276,
PAGES 34 TO 44 INCLUS1WE, OF PARCEL MAPS, IN TtiE OFFICE OF THE COUNTY
RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING TH]EREFROM ANY AND ALL OIL, OI2L RIGHTS, MTNE~S, MINERAL
RIGHTS, NATI. rRAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER
NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FROM ANY
OF THE FOREGOING, THAT MAY BE WITttIN OR UNDER THE LAND, TOGETHER
WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND '
OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAD
LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR
DIRECTIONALLY DtL[LL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED
HEREBY, OiL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS
THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOC~D OR
DI2KECTIONALLY DRI2LLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH
OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETLYNNEL,
EQUIP, MAINTAIN, REPAIR., DEEPEN AND OPERATE ANY SUCH WELLS OR MINES
WITHOUT, HOWEVER., THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND
OPERATE THROUGH THE SLrRFACE OR THE UPPER 500 FEET OF THE SUBSURFACE
OF THE LAND, AS RESERVED IN THE DEED RECORDED JUNE 15, 1990 AS
INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS
THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY
GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER
WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND
STORE ~ SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH
WATER, I~GH~S OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED
BY GRANTOR, WHETHER WHICH WATER RIGHTS SHALL BE RI2PARIAN,
OVERLYING, APPROPRIATIVE, LITERAL, PERCOLATING, PRESCRIPTIVE,
ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY
RIGHT TO ENTER UPON THE SURFACE OF TIKE LAND IN THE EXERCISE OF SUCH
RIGHTS, AS RESERVED IN THE DEED RECORDED JUNE 15, 1990 AS INSTRUMENT
NO. 90-318506 OF OFFICIAL RECORDS.
OC970220.110/SEG/A0458-052/02-10-97/sdb
EXHIBIT "E"
Page I
RESERVING THEREFROM APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID
EASEMENTS ARE SET FORTH IN SECTIONS 3.1, 3.2 AND 3.3 OF THAT CERTAIN
"DECLARATION OF RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS, AND
RESTRICTIONS FOR JAMBOREE PLAZA" RECORDED APRIL 20, 1993 AS
INSTRUMENT NO. 93'--0259529 OF OFFICIAL RECORDS OF ORANGE COUNTY,
CALIFOKNIA, AS AMENDED BY THAT CERTAIN AMENDME~ NO. 1 TO THE
DECLARATION OF RECIPKOCAL EASEMENTS COVENANTS, CONDITIONS AND
RESTRICTIONS FOR JAM~OKEE PLAZA RECORDED JUNE 8, 1993 AS INSTR~NT
NO. 93-0384206 OF SAID OFFICIAL RECORDS.
PAKCEL B:
APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID EASEMENTS ARE SET
FORTH IN SECTIONS 3.1, 3.2 AND 3.3 OF THAT CERTAIN "DECLARATION OF
RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS, AND RESTRICTIONS FOR.
JAMBOREE PLAZA" RECORDED APRIL 20, 1993 AS INSTRUMENT NO. 93-0259529 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS AMENDED BY THAT
CERTAIN AME~~NT NO. 1 TO THE DECLAKATION OF RECIPROCAL
EASEME~S, COVENANTS, CONDITIONS AND RESTRICTIONS FOR JAMBOKEE
PLAZA KECOKDED JUNE 8, 1993 AS INSTKUMENT NO. 93-0384206 OF SAID OFFICIAL
RECORDS.
0C970220.110/SEGlA0455-052102-10-97/sdb
EXHIBIT ~E~
Page 2
MILLER PROPERTY
THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, CITY OF TUSTIN AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 3, 4 AND 5 OF PARCEL MAP NO. 91-265, AS SHOWN ON A MAP FILED IN
BOOK 276, PAGES 34 TO 44 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AND AS CORRECTED BY
THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED AUGUST 26, 1996 AS
INSTRUMENT NO. 199604363.09 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.
EXCEPTING THEREFROM A_NY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL
RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER
NAME KNOWN, GEOTHERMAL STEAM AND ALL PRODUCTS DERIVED FR/OM A_NY
OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER
*WITH THE PERPETUAL RIGHT OF DRILLING, M2NING, EXPLORING AND
OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID
LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR
DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED
HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS
THE SUBSURFACE OF THE LAND, A_ND TO BOTTOM SUCH WHIPSTOCKED OR
D[R.ECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH
OR BEYOND THE EXTERIOR LIMITS THEREOF,' AND TO REDRILL, RETUrNNEL,
EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES
WITHOUT, HOWEVER, THE RIGHT TO DRILL, MTNE, STORE, EXPLORE AND
OPERATE TI-I~OUGH THE SURFACE OR THE UPPER 500 FEET OF THE SuBsURFAcE
OF THE LAND, AS RESERVED IN THE DEED RECORDED JLYNE 15, 1990 AS
INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS
THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY
GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER
WITH THI3 RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND
STORE THE sAME FROM THE LAND OR TO DIVERT OR OTH2EKWISE UTILIZE SUCH
WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED
BY GRANTOR, WHETHER WIK[CH WATER RIGHTS SHALL BE RIPARIAN,
OVERLYING, APPROPRIATIVE, LITERAL, PERCOLATING, PRESCRIPTIVE,
ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY
RIGHT TO ENTER UPON THE SURi:ACE OF THE LAND IN THE EXERCISE OF SUCH
OC 970220.110/SEG/A0458-052/02- I 0-97/sdb
EXHIBIT "F"
Page 1
RIGHTS, AS RESERVED IN THE DEED REcoRDED .RJNE 15, 1990 AS INSTRUM'I:-NT
NO. 90-318506 OF OFFICIAL RECORDS.
RESERVING TI-IERE~OM APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID
EASEM2ENTS ARE SE:I' FORTH IN SECTIONS 3.1, 3.2 AND 3.3 OF THAT CERTAIN
"DECLARATION OF RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS, AND
RESTRICTIONS FOR JAMBOREE PLAZA" RECORDED APRIL 20, 1993 AS
INSTRUMENT NO. 93-0259529 OF OFFICIAL RECORDS OF ORANGE COUNTY,
CALIFORNIA, AS AMENDED BY THAT CERTAIN AMENDMENT NO. 1 TO THE
DECLARATION OF RECIPROCAL EASEMENTS COVENANTS, CONDITIONS AND
RESTRICTIONS FOR JAM]BOREE PLAZA RECORDED JUNE 8, 1993 AS I'NSTR~NT
NO. 93-0384206 OF SAID OFFICIAL RECORDS.
PARCEL B:
APPURTENANT NON-EXCLUSIVE EASEMENTS, AS SAID EASEMENTS ARE SET
FORTH IN SECTIONS 3. I, 3.2 AND 3.3 OF THAT CERTAIN "DECLARATION OF
RECIPROCAL EASEMENTS, COVENANTS, CONDITIONS, AND RESTRICTIONS FOR
JAMBOREE PLAZA" RECORDED APRJ2L 20, 1993 AS INSTRUMENT NO. 93-0'259529 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, AS AMENDED BY THAT
CERTAIN AME~~~ NO. 1 TO TH2E DECLARATION OF RECIPROCAL
EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS FOR JAMBOREE
PLAZA'RECORDED JUNE 8, 1993 AS INSTRUMENT NO. 93-0384206 OF SA]X) OFFICIAL
RECORDS.
0(2970220.110/SEG/A0458-052/02-10-97/sdb
EXlq~IT "F"
Page 2
CITY PkOPERTY
0(2970220.110/SEG/A0458-052d02-10-97/sdb
EX:H:IBIT
·
DE... ~ R,IPTION':
ALL THAT CERTAIN L.AND SITUATED IN THE STATE OF' CALIF'ORNIA. COUNTY OF' ORANCE:. CITY OF
rUSTIN. D£SCRIBED AS FOLLOWS:
PARCEL 1'
PARCEL 7 AND PARCEL 8 OF PARCEL MAP NO. 91-265. AS SHOWN ON A MAP FILED IN BOOK
276. PAGES 3,~ THROUGH 4,~. ~NCLUSIVE. OF PARCEL MAPS. IN THE OFFICE OF THE COUNTY
:~ECCRDER OF SAiD ORANGE COUNTY: TOGETHER WITH A PORTION OF PARCEL 'A' OF 5AID PARCEL
UAP NO..91--26.5 MORE PARTmULARLY DESCRIBED AS FOLLOWS:
TIAA.' ~CR.-:ON OF SAID =ARCEL 'A' LYING NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE:
~EC:NN;NC; AT THE MOST NORTHERLY CORNER C~F SAID PARCEL 'A'; THENCE SOUTH 40' 39"
· ~£ST l g~..8.3 FE_rT ALONG THE ~0ST NORTHWESTERLY BOUNDARY UNE OF SAID PARCEL TO THE
T.=UE mOINT OF BEGINNING. THENCE LEAVING SAJD NORTHWESTERLY LINE. ALONG A UNE THAT
S PARALLEL IllTH /ND DISTANT 194.83 FE~'T SOUTHWESTERLY FROM THE MOST NORTHEASTERL¥
L'N[ OF SAID PARCEL °A'. SOUTH 49' 20' 36' EAST 241.70 FEET TO A POINT ON THE MOST
$CUT~E~STERLY BOUNDARY L:NE OF SAID PARCEL 'A'. SAID POINT BEING SOUTH 4a.' 59' .38"
/,'EST :9539 FEET FROM THE MOST EASTERLY CORNER OF SAID PARCEL 'A'.
£.XC[PTING THEREFROM ANY AND ALL OIL.. OIL RIGHTS. MINERALS. MINERAL RIGHTS. NATURAL GAS
='C~TS. AND OTI-[R ~¥~)ROCARSONS BY afHATSO£'VER~,NAME KNOWN. GEOTHERMAL STEAM. AND
ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING. THAT MAY BE WITHIN OR UNDER
_AND. 'OC'-~HER WITH THE PERPETUAL RIGHT OF DRILLING. MINING. EXPLORING. AND CPERATING
"-[=[."OR. AND STORING ;N AND REMOVING THE SAME FROM SAID LAND OR ANY. OTHER '.AND.
';C'..;JC'NC THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER
T~AN .'HOSE CONVEYED HEREBY. 0IL OR GAS WELLS, TUNNELS AND SHAFTS INT0. THROUGH OR
ACROSS THE SUBSURFACE OF THE LAND. AND TO BO'I'r0M SUCH WHIPSTOCKED OR DIRECTIONALLY
· DRILLED WELLS. TUNNELS AND .SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR I.;MITS
· "'.HEREOF. AND TO REDRILL- RE'rUNNEL. EQUIP. MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY
SUCH WELLS OR M;NES WITHOUT. HOWEVER. THE RIGHT TO DRILL. MINE, STORE, EXPLORE AND
OPERATE THROUGH ..~'~.E SURFACE OR THE 'UPPER 500 FEET OF THE SUBSURFACE OF' THE LAND,
dS .RESERVED IN THE DEED RECORDED JUNE 15. 1990 AS INSTRUMENT NO. 90-318505 OF
~':'.:': ~'.AL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERNS-TS THEREIN, NO MATTER
HOW ~C0UlRED BY GRANTOR. AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WiTH
RESPECT TO THE LAND. TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL,
REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UT~UZE SUCH
WATER. RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER
,VHICH WATER RIGHTS SHALL BE RIPARIAN. OVERLYING, APPROPRIAT~VE, MTERAL, PERCOLATING,
PRESCRIPTIVE. ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT
TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED
;N THE DEED RECORDED JUNE 15. 1990 AS INSTRUMENT NO. 90-318506 OF OFFICIAL RECORDS.
PARCEl. 2:
A PORTION OF PARCEL 2 OF' THAT CERTAIN LOT LINE ADJUSTMENT NO. 91-2, RECORDED AS
~NSTRUMENT NO. 91-077285 OF OFFICIAL RECORDS OF SAJD ORANGE COUNTY, MORE PARTICU-
LARLY 0ESCRIBED AS FOLLOWS:
,
~EGINNING AT THE MOST NORTHERLY CORNER OF' PARCEL 'A' OF' PARCE'L-MAP NO. 91-265,
F)LED iN BOOK 276, PAGES .34 THROUGH 44. INCLUSIVE, OF PARCEL MAPS, IN THE 0FT'ICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY: THENCE ALONG THE NORTHWES-rERLY B0UNOARY
LINE OF ~AID PARC~'L 'A', SOUTH 40' 39' 24.' WEST 19,~.83 FEET; THENCE LEAWNG SAID
NORTHWESTERLY LINE AND ALONG A LINE THAT IS PARALLEL WITH AND DISTANT 194.83 FEET
SOUTHWESTERLY FROM THE NORTHEASTERLY BOUNDARY UNE OF. SAJD PARCEL 2, NORTH
36' WEST 554.32 FEET; THENCE LEAVING SAID PARALLEL UNE NORTH 013' 31' 45' WEST 26.58
FEET: TH~CE NORTH 40' 39' 24.' -FAST 174.83 FEET TO A POINT ON THE NORTHEASTERLY
90UNDARY UNE OF' SAID PARCEL 2; THENCE ALONG SAID NORTH~RLY UNE SOUTH 49' 20'
56' EAST 57~.82. FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS. MINERAL RIGI-IT~, NATURAL CAS
RIGHTS. AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM. AND.
ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE
LAND. TOGETHER WITH THE PERPE-I'UAL RIGHT OF' DRILUNG, MINING, EXPLORING, AND OPERATING
'~EREFOR. AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY 0TH{'r..R LAND,
:NCLUDING THE RIGHT TO WHIPSTOCK OR DIREC.TIONALLY DRILL AND MINE FROM LANDS OTHER
THAN THOSE CONVEYED HEREBY. 0IL OR CAS WELLS, TUNNEL~ AND SHAFTS INT0, THROUGH OR
ACROSS THE SUBSURFACE OF THE LAND. AND TO Bo'FrOM SUCH WHIPSTOCKED OR DIRECTIONALLY
9R~LL£D WELLS. TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR UMITS
'k~EREOF.. AND TO REDRILL. RETUNNEL. EQUIP. MAINTAIN. REPAIR. DEEPEN' AND OPERATE ANY
SUCH WELLS-OR MINES WITHOUT. HOWEVER, THE RIGHT TO 0RILL. MINE. STORE, EXPLORE AN0
CPERATE TNROUCH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE 0F THE LAND,
AS RESERVED iN THE DEED RECORDED JUNE 1§. 1990 AS ~NSTRUMENT NO. 90-,318506 OF'
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ANY AND ALL WATER. RIGHTS OR INTERESTS TH~E1N, NO MATrER
.-OW ACQUIRED 8Y GRANTOR. AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH
=~.~.~c.c.r TO THE LAND. TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL
RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY.GRANTOR, WHETHER
~/H~CH WATER RIGHTS SHALL BE RIPARIAN. OVERLYING, APPROPRIATIVE, LITERAL, PERCOLATING,
=RESCRIPTIVE. ADJUDICATED, STATUTORY OR CONTRACTUAL. 8UT WITHOUT, HOWEVER, ANY RIGHT
TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIOH'r~, AS RESERVED
'N .'H£ DEED RECORDED JUNE 15. 1990 AS ~NSTRUMENT NO. 90-31850~ OF' OFFICIAL RECORDS.
EXHIBIT "G"
DRIVEWAY LOCATION
oc97o22o. 110/SEGIA0458..052102.10-97/sdb
EXI-IIB~ "H"
2:11
(11
,,,,JJ
J,,
II
II
II
11
II
II
g g ~10 gl~¥ 1.
/;
,I
j:li"
oo
PAt~ 1 OF 2
o.
..
iI
· I
· !
I
I
I
PARCEL 1 COMMON AREA
LEGAL DESCRIPTION
A PORTION OF PARCEL 1, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE
OF CALIFORNIA, OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 91-2 RECORDED
AS INSTRUMENT NO. 91-077285, OFFICIAL RECORDS OF SAID ORANGE COUNTY,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOLFD-IERLY CORNER OF SAID PARCEL 1; THENCE
ALONG THE WESTERLY BOUNDARY LINE OF SAID PARCEL NORTH 20001'47" WEST
19.00 FEET; THENCE LEAVING SAID WESTERLY LINE AND ALONG ALINE THAT IS
PARALLEL WITH AND DISTANT 19.00 FEET NORTHWESTERLY OF THE MOST
SOUTHEASTERLY LINE OF SAID PARCEL, NORTH 69°58'13'' EAST 165.34 FEET TO
THE BEGINNING OF A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF
51.83 FEET; THENCE LEAVING SAID PARALLEL LINE, EASTERLY 29.18. FEET
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32°15'27" TO A RADIAL
LINE OF SAID CURVE WI-UCH BEARS NORTH 12°13'40'' EAST, SAID POINT BEING ON
THE EASTERLY BOUNDARY LINE OF SAID PARCEL; THENCE ALONG SAI]3
EASTERLY LINE SOUTH 03001'29" EAST 11.50 FEET; THENCE LEAVING SAID
EASTERLY LINE AND ALONG TttE MOST SOUTH]EASTERLY LINE OF SAID PARCEL
SOUTH 69°58'13'' WEST 189.64 FEET TO THE POINT OF BEGINNING.
CONTAINING AN AREA OF 3577 SQUARE FEET.
EXHD3IT "B-1" IS ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF.
OC 970220.110/SEG/A0458--052/02o 10-97/sdb
EXI-IIBIT
Page, .1 of 4
L.Lz\. NO.
EXHIBIT "B- 1"
MOULTON
PARKWAY
, PG,
,
INSTRUMENT
,~,,.;
PARCEL 1 ~-~
T"14.~'
·
01-0-/-/28d,
No3,m'ze-w
-~" SOUTH~TL~y UNE
OF DEED RECORDED
IN BOOK ,
',., P, M, .NO,
·
~,~;i" ~ 1~.~ PARCEL
.,? P.M.B.
PREPARF..D UNDER THE SUPIB49/ISION 'OF': ·
~ 2-04--97
KERRY W. LAM. ER, R.C.E. 23927 DATE
REGISTRATION EXPIR£S: 12-31-97
EXHIBIT "I"
Page 2 of 4
.-31-2":-'""
278/34--.44
PARCEL 2 COMMON AREA
LEGAL DESCRIPTION
A PORTION OF PARCEL 2, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE
OF CALIFORNIA, OF THAT CERTAIN LOT LINE ADJUSTMENT NO. 91-2, RECORDED
AS INSTRUMENT NO. 91-2 RECORDED AS INSTRUMENT NO. 91-077285, OFFICIAL
RECORDS OF SAID ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 1 OF SAID LOT LINE
ADJUSTMENT; THENCE ALONG THE WESTERLY BOUNDARY LINE OF SAID
PARCEL SOUTH 19001'42'' EAST 55.01 FEET; THENCE LEAVING SAID WESTERLY
LINE NORTH 69°58'13'' EAST TO A POINT ON THE SOUTHWESTERLY LINE OF THAT
CERTAIN LAND DESCRIBED IN A DEED RECORDED 1N BOOK , PAGE OF
OFFICIAL RECORDS; THENCE ALONG TIlE SOUTHWESTERLY, WESTERI~¥, AND
NORTHWESTERLY BOUNDARY LINE OF SAID LAND THROUGH THE FOLLOWING
COURSES NORTH 49020'36'' WEST 31.76 FEET;'NORTH 00031'46" WEST 26.58 FEET;
THENCE NORTH 40039'24'' EAST 27.08 FEET TO A POINT ON A LINE THAT IS
PARALLEL WITH AND DISTANT 11.00 FEET NORTHERLY OF SAID SOUTHERLY
BOUNDARY LINE OF SAIY) PARCEL 1; THENCE LEAVING SAID NORTHWESTERLY
BOUNDARY LINE AND ALONG SAID PARALLEL LINE SOUTH 69°58'13'' WEST 59.99
FEET TO A POINT ON THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG
SAID WESTERLY LINE SOUTH 0300 I'29" EAST 11.50 FEET TO THE TRUE POINT OF
BEGINNING.
CONTAINING AN AREA OF 2646 SQUARE FEET.
EXIqT~IT "B-2" IS ATTACHED HERETO AND BY TI-IlS REFERENCE MADE A PART
THEREOF.
OC970220. I 10/SEG/A0458-052/02-10-97/sdb
EKEIBIT "I"
Page 3 of 4
- I '
Li_..A. NO. 91--'2
iNSTRUMENT NO,
PARI(WAY
9t-.0~28d, o~% ' '.
91-.265
P. NO,
1-27-97
EXHIBIT "I"
Page 4 of 4
CONSENT OF MIDAS
VA-MA-JO, INC., a California corporation, hereby consents to the foregoing Second
Amendment to Declaration of Reciprocal Easements, Covenants, Conditions and Restrictions for
Jamboree Plaza, Tustin, California.
VA-MA-JO, INC.,
a California corporation
By
Name~
Title: ..
STATE OF )
COI. RqTY OF .)
On , before me, , a
Notary Public in and for said state, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrumem and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person, or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
OC970220. I 10/SEG/A0458-052/02-10-97/sdb
CONSENT OF DE YOUNG
Tustin Properties, LLC, a Delaware limited liability company, hereby consents to
the foregoing Second Amendment to Declaration of Reciprocal Easements, Covenants,
Conditions and Restrictions for Jamboree Plaza, Tustin, California.
TUSTIN pROPERTIES, LLC,
a Delaware limited liability company
By
Name:
Title:
STATE OF .)
COUNTY OF .)
On , before me, , a
Notary Public in and for said state, personally appeared , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person, or the
entity upon behalf of.which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
OC970220.110/SEG/A0458-052/02-10-97/sdb
CONSENT -OF MILLER
Louis G. Miller and Judith Miller, Trustees of the Miller Family Trust and Gerald
· D. Stark and Lorraine Stark, Trustees of the Stark Family Trust,' each hereby consents to the
foregoing Second Amendment to Declaration of Reciprocal Easements, Covenants, Conditions
and Restrictions for Jamboree Plaza, Tustin, California.
LOUIS G. MII~LER, Trustee of the Miller Family
Trust
JUDrrH MILLER, Trustee of the Miller Family
Trust
GERALD D. STARK, Trustee of the Stark Fardly
Trust
LO~ STARK, Trustee of the Stark Family
Trust
0(2'970220.110/SEG/A0458-052/02-10-97/sdb
STATE OF .)
) SS.
COUNTY OF )
On _, before me, , a
Notary Public in and for said state, personally appeared Louis G. Miller, personally known to me
. (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrumem and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument, the person, or the emity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
STATE OF )
COUNTY OF )
On , before me, , a
Notary Public in and for said state, personally appeared Judith Miller, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
0C970220.1 lO/SEG/A0455..052102.10-97/sdb
STATE OF .)
COUNTY OF )
On -
, before me, , a
Notary Public in and for said state, personally appeared Gerald D. Stark, personally known~o me
(or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument, the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
STATE OF )
) SS.
COUNTY OF )
On , before me, , a
Notary Public in and for said state, personally appeared Lorraine Stark, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrumem, the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for said State
OC970220.110/SEG/A0458-052/02-10-97/sdb
LIST OF EXItlBITS
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Description of Property
, Building Areas
Site Plan
Midas Property
DeYoung Property
Miller Property
City Property
Driveway Location
..
Parcel 1 Common Area and Parcel 2 C~mmon Area
0C970220.110/SEG/A0458-052J02-10-97/sdb
EXHIBIT F
LEGAL DESCRIPTION OF PARCEL 1 AND PARCEL 2, COMMON AREA EASEMENTS
1100-00013
41741_1
February ll, 1997
EXHIBIT F
LEGAL DESCRIPTION OF PARCEL 1 AND PARCE'L 2 COMMON AREA EASEMENTS
A POR13ON OF PARCE:L 1. IN THE: CITY OF TUSTIN. CI:XJNTT OF' ORANG~. STATE ~ C~0.1F~A, OF THAT
CERTAI'I LO'I' LJNE ADJJS'I"M~T NO. gl-2 FL~E:CORDED AS INSTRUMIg',IT NO. 91--0772,B5, OFFICIAL. R~COROS
OF ~AJD DRAI~IC, E: CEX~NTh'., MORE PAI:~TIC:UL, kPJ.y I:)E:SCJ:~BED AS FOLLOW, S;
BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 1; THENC~ ALONG THE WESTERLY
BOUNDARY LINE OF SAID PARCEL NORTH 20~)1'~7' WI[ST 19.00 FEET; THENCE LF..AV~NG ~AE) ~TERLY
lINE AND ALONG A MN£ THAT leg pAR~II.m. WITH AND DISTANT 19.00 FEET NORTHWESTERLY OF TH~ ~
SOUTHEASTERLY LINE OF SAID PARCEl, NORTH 69~o8'15' EAST 165.54 FEET TO THE: BEGI~INING OF A
CURVE CONCAVK SOUTHERLY AND HAVING A RADIUS OF 51.I~ FEET: THEN~ I.EA~NG SAID PARN_LEL LINE,
EASTERLY 29.1B FEET ALONG $;kD CtJR~E THROUGH A CENTRAL AN~LE OIF ~'15'27' TO A RADIAL LJHE OF
SAID CUR~ YA4ICH B~ NORTH 12'1,~'40' EAST, SAID POINT BEING ON THE EASTERLY BOtR4OARY LINE
OF SAD PARC:El4 THENC¢. ALONG SAD EASTERLY UN£ SOUTH '0~1;}1'2g' EAST 11.50 FE~TF; 114ENC~ LF~VIN~
SAID ~LY LINE AND ALONG THE MOST SOUTHEASTERLY MNE OF SAID PARCEL SOUR 69~B'1;}' ~
t89.64 FEET TO THE POINT OF BEI~INNIN~
COfl?AINING AN AREA OF ~,577 SQUARE FE~T.
A PORTION OF PARCEL 2. IN THE CITY OF TUST1N, COUNTY OF ORANGE, STATE OF CALIFORNIA. OF THAT
CERTA~I LOT MNE ADJUSTI~ENT NO. 91-2 RECORDED AS INSTRUMENT NO. 91-0772:85, OFRCIAL RECOED~
OF SAID ORANGE COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLO~YS:
~EG~NNING AT THE SOU'THEAS'T CORNER Or- PARCEL I OF SAID LOT LINE ADJUSTidENT; ll4ENC:E ALONG
THE 9,ESTE]~LY BOUNDARY LINE OF SAID PARCEL, SOUTH lg~)1'~2' EAST .~.01 FEET; THENCE LEAVING
SAID ¥1~STKRLY UNE NORTH 6g'58'13' EAST TO A POINT ON THE SOUTHWESTERLY LINE OF THAT CERT~
LANO DESCRIBED IN A DEED RECO::~ED IN BOOK , PAGE , OF OFF1CIAL RE~S~ THENCE ALOIN~
THE SOUTHWESTERLY, Y~ESTE]~LY, AND NORTHWESTERLY BOUNDARY LINE OF SAID LAND THROUGH THE
FOLLOWIHG COURSES: NORTH 4,9'~0°56' WEST 51.71~ FEET; NORTM 00'51'4~' WEST 26.58 FEET; THENC:K
NORTH 40'59'24' EAST 27;08 FEET TO A POINT ON A LINE THAT IS PARAtl 1=1 WITH ANO D~TANT 11.00
FEET NOI~HERLY 0¢ SAiD ~OU~Trr. RL¥ BOUNDARY LINE OF SAIO PARC:EL 1; THENCE LEAVING ~ NORTH-
lh~ESTERLY BOUNDARY LINE AND ALONG SAID PARALLEL LINE SOUTH 6g~8'1~' WEST 5g.99 FEET TO A
POINT ON THE IAESTERLY UNE OF SAID PAROEL 24 THEN~ ALONG SAD '~cSTERLY LINK SOUTH
F_AS7 11.50 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING: AN AREA OF 2646 SQUARE FEET.
1100-00013
41084_1
~'¢bmary 12., 1997