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HomeMy WebLinkAbout09 SMART ST. WIDENING 08-04-03AGENDA REPORT Agenda Item 9 Reviewed: ~ City Manager Finance Director MEETING DATE: AUGUST 4, 2003 TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER PUBLIC WORKS DEPARTMENT/ENGINEERING DIVISION APPROVAL OF AGREEMENTS TO PURCHASE REAL PROPERTY FOR THE EDINGER AVENUE (SMART STREET) WIDENING PROJECT (APN 430-282-02 THROUGH 05, ANDAPN 430-281-01 - BORCHARD REDHILL, A CALIFORNIA LIMITED PARTNERSHIP) (CIP NO. 7147) SUMMARY The proposed Agreements to purchase real property will begin the final process for the City to acquire the needed right-of-way at 1542 Edinger Avenue, et al (APN 430-282-02 through 05) and at 14982 Red Hill Avenue (APN 430-281-01) to construct the Edinger Avenue (Smart Street) Widening Project (CIP No. 7147). RECOMMENDATION It is recommended that the City Council take the following actions: 1. Adopt Resolution No. 03-98 finding that the acquisition of portions of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01 were considered in the Final Environmental Determination for the Edinger Avenue (Smart Street) Widening Project (CIP No. 7147) and approving the Purchase Agreements with Borchard Redhill, a California Limited Partnership (hereinafter "seller"). 2. Authorize the Mayor and City Clerk to execute the Purchase Agreements with Borchard Redhill on behalf of the City. FISCAL IMPACT The Edinger Avenue (Smart Street) Widening Project (CIP No. 7147) is included in the City's Capital Improvement Program budget. All right-of-way acquisition funds for this project are comprised of Measure "M" Smart Street Funds and are administered by the City of Santa Ana. On April 1, 2002, the Tustin City Council approved a Cooperative Agreement with the City of Santa Ana, which specifies that the City of Santa Ana shall be the lead agency for administering the Measure "M" Smart Street Funds for the design and acquisition phases of the project. The Santa Ana City Council approved the Cooperative Agreement on April 15, 2002. On behalf of the City of Tustin, the City of Santa Ana has requested that the Orange County Transportation Authority advance $1,127,115 for right-of-way acquisition within the City of Tustin. This amount represents the value of all offer letters presented to property owners on Edinger Avenue thus far and is not a final accounting of right-of-way acquisition costs. Approval of Agreements to Purchase Real Property for the Edinger Avenue (Smart Street) Widening Project (APN 430-282-02 through 05, and APN 430-281-01 - Borchard Redhill) August 4, 2003 Page 2 Approval of the Purchase Agreements will authorize an expenditure of $557,475 for right-of-way acquisition. Temporary Construction Easements (TCE) and escrow and title fees will be additional costs. These costs are $20,495 for the TCE's and an estimated $3,000 for escrow and title fees. BACKGROUND The Edinger Avenue (Smart Street) Widening Project proposes to widen Edinger Avenue between Ritchey Street in the City of Santa Ana and 1400 feet east of Red Hill Avenue. The street widening will be to six-lane major arterial highway standards with dual left turn lanes and exclusive right turn lanes as needed to reduce congestion and improve level of service. The existing roadway will also be resurfaced, drainage improvements will be constructed and a raised landscaped median will be installed. In order to construct the improvements, right-of-way is required from thirteen (13) properties in the form of acquisitions. For the subject parcels, APN 430-282-02 through 05, and APN 430-281-01, owned by Borchard Redhill, a California Limited Partnership, acquisition of a portion of both properties and TCE's are required for construction. The cost of acquisition of each property is as follows: APN 430-282-02 thru 05 APN 430-281-01 Total Acquisition Cost $385,550 $171,925 $557,475 TCE Cost $ 13,420 $ 7,075 $ 20,495 Escrow and Title Fees $ 1,500 $ 1,500 $ 3,000 Total Cost $400,470 $180,500 $580,970 The owner of both properties, Borchard Redhill, a California Limited Partnership has signed a Purchase Agreement for each property for the right-of-way required at 1542 Edinger Avenue, et al, and at 14982 Red Hill Avenue. Both TCE's have also been signed by the owner. The TCE's will be accepted immediately preceding the construction phase of the project. Of the remaining eleven (11) properties, two (2) have closed escrow, two (2) have been acquired by Ease~ment Deed, and seven (7) are in the eminent domain process _ Tim D. Serlet ~3ana R. Ka~dan/ ~ - Director of Public Works/City Engineer Engineering Services Manager TDS:ccg:Agmt to real property for Edinger widening & Reso. 03-98.doc. Attachments: Resolution 03-98 Purchase Agreements Location Maps RESOLUTION NO. 03-98 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, FINDING THAT THE ACQUISITION OF PORTIONS OF ASSESSOR'S PARCEL NOS. 430-28,2-02 THROUGH 05, AND 430-281- 01 WERE CONSIDERED IN THE FINAL ENVIRONMENTAL DETERMINATION FOR THE EDINGER AVENUE (SMART STREET) WIDENING PROJECT (CIP NO. 7147) AND APPROVING THE PURCHASE AGREEMENTS The City Council of the City of Tustin hereby resolves as follows: WHEREAS, the acquisition of portions of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01 are needed for public use, namely to be utilized for the Edinger Avenue (Smart Street) Widening Project within the City of Tustin; and WHEREAS, on April 16, 2001, the Tustin City Council certified that the Final Mitigated Negative Declaration as adequately addressing the environmental effects of the Edinger Avenue (Smart Street) Widening Project; and WHEREAS, the acquisition of property, including portions of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01 were considered in the Final Mitigated Negative Declaration; and WHEREAS, State law authorizes the City to acquire the property for the above stated purpose; and WHEREAS, the owner of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01 has executed both Purchase Agreements. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Tustin, as follows: 1. ENVIRONMENTAL FINDING The City Council of the City of Tustin finds that the effects of the proposed acquisition were considered in the Final Mitigated Negative Declaration and that no additional environmental review is required. 2. PUBLIC USE The public use to which portions of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01 is needed for the widening of an existing roadway, to wit, Edinger Avenue within the City of Tustin. Resolution No. 03-98 Page 2 3. DESCRIPTION OF PROPERTY AND EXTENT OF PROPERTY TO BE ACQUIRED The property to be acquired is described as portions of Assessor's Parcel Nos. 430-282-02 through 05, and 430-281-01, its address being 1542 Edinger Avenue, et al, and 14982 Red Hill Avenue more particularly described in Exhibit A, Legal Description of Property attached and incorporated herein by reference. The Purchase Agreements are attached as Exhibit 1. 4. STATUTORY FINDING The City Council makes the following additional findings: a. The public interest and necessity require the widening of Edinger Avenue to accommodate additional traffic within the City of Tustin. b. The proposed project is planned and located in a manner that will be most compatible with the public good and the least private injury. c. The property described above is necessary for the proposed road widening of Edinger Avenue d. An offer of purchase of the property has been made to the owner of the property pursuant to Government Code Section 7267. 5. AUTHORIZATION The Purchase Agreements are hereby approved and the City Manager and City Attorney are authorized and directed to perform all acts necessary on behalf of the City for the acquisition of said properties. 6. EXPENDITURE OF FUNDS The City Manager is hereby authorized to expend funds available to the City for the acquisition of real property described herein. 7. RECORDING The City Clerk is hereby authorized and directed to record a certified copy of this resolution at the Office of the County Recorder, County of Orange. Resolution No. 03-98 Page 3 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin held on the 4th of August 2003. Tracy Wills Worley, Mayor ATTEST: City Clerk AGREEMENT TO PURCHASE REAL PROPERTY 1542 EDINGER AVENUE, et al, TUSTIN, CALIFORNIA THIS AGREEMENT is entered into this day of ,20 , by and among the City of Tustin, a municipal corporation (hereinafter "City"), and Borchard Redhill, a California Limited Partnership, (hereinafter "Seller"). RECITALS 1. Seller owns improved real property at 1542 Edinger Avenue, et al, Tustin, California, which is shown on Exhibit "A" (hereinafter referred to as the "Property"). Exhibit "A" is attached hereto and is incorporated herein by this reference. 2. The City desires to acquire the Property for a potential future public purpose and the property is under threat of condemnation as described in Section 10 infra. 3. The Seller desires to sell the Property to the City. NOW, THEREFORE, in view of the above-recitals and mutual promises and covenants contained herein, the parties agree as follows: AGREEMENT Section 1. Sale/Purchase of Property On the terms and conditions set forth herein, Seller agrees to sell the Property to City and City agrees to purchase the Property from Seller. The total purchase price, payable in cash through escrow, shall be Three Hundred Eighty-Five Thousand Five Hundred and Fifty Dollars ($385,550). In exchange for receipt of this amount, Seller releases City of any and all claims by Seller under the United States Constitution Amendments 5 and 14, and for any and all claims under state law, including but not limited to claims for relocation benefits and loss of goodwill. Section 2. Timeframe for Completion of Obligations/Escrow This sale shall be consummated through an escrow. As soon as possible after this Agreement is executed, City agrees to open an escrow in accordance with this Agreement at First American Title Insurance Company ("Escrow Holder") ("Open Escrow"), 2 First American Way, Santa Ana, California, 92707, Attention: Robert Benavente ("Escrow Officer"). This Agreement, along with Exhibits "A," "B," and "C" attached hereto, constitutes the joint escrow instructions of City and Seller to the Escrow Holder, which may be supplemented by escrow holders form agreement. As soon as possible after opening of escrow, Seller shall execute the grant deed attached hereto as Exhibit "C'I and incorporated herein by this reference, and shall deposit the deed with the Escrow Officer. Subject to the conditions described in Section 8, City shall deposit into escrow the sum set forth in Section 1 above, payable to Seller. The closing date for the escrow shall be no later than thirty (30) days after opening of escrow, unless such date is extended by written agreement of the parties. "Close of Escrow" shall be the date when the grant deed to the City is recorded. Except as provided in Section 8, City shall pay escrow and closing costs. City shall also pay the costs of the ALTA title insurance referenced in Section 8.1. Section 3. Easements Notof Record To the current, actual knowledge of Seller, as of the date of this Agreement and as of the date of close of escrow, Seller has not granted any unrecorded easements or licenses on the Property. Section 4. Governmental Action To the current, actual knowledge of Seller, there is not now, and as of close of escrow, there will not be, any violation of any law, ordinance, rule, or administrative or judicial order affecting the Property, nor is there any judicial order affecting the Property, nor is there any condemnation, zoning change, or other proceeding or action (including legislative action) pending, threatened, or contemplated by any governmental body, except City, authority, or agency that will in any way affect the size or use of, improvements or construction on, or access to the Property by City. This representation does not apply to governmental action where notice has not been provided to Seller. Section 5. Contracts Concerning Property To the current, actual knowledge of Seller, as of the date of this Agreement and as of close of escrow, Seller has not entered into any contracts, leases, licenses, commitments, or undertakings respecting the Property, or for the performance of services on the Property, or for the use of the Property or any part of it or any agreement or contract of any kind pertaining to the Property by which City would become obligated or liable to. Section 6. Violations To the current, actual knowledge of Seller, that as of the date of this Agreement and as of close of escrow, .Seller has no notice or knowledge of any violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property or any improvements on the Property. Section 7. .Environmental Compliance 7.1 Seller warrants and represents that, during the time in which Seller has owned the Property, neither Seller nor, to the current, actual knowledge of Seller, any third party, has used, generated, manufactured, produced, stored or disposed of, on, under, or about the Property or transported to or from the Property any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances, or related injurious materials, whether injurious by themselves or in combination with other materials. To the current, actual knowledge of Seller there is no proceeding or inquiry by any governmental authority, including without limitation, the California or Federal Environmental Protection Agency or the California State Department of Toxic Control, or state or regional water quality board, with respect to the presence of such hazardous materials on the Property or their migration from or to other property. For purposes of this Agreement, the term "hazardous materials" shall include but not be limited to substances defined as "hazardous substance," "hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code Sections 9601-9675); the Hazardous Materials Transportation Act, as amended (Title 49 United States Code Sections 1801-1819); the Resource Conservation and Recovery Act of 1976, as amended (Title 42 United States Code Section 6901-6992k); and any substance defined as "hazardous waste" in Health and Safety Code Section 25117 or as "hazardous substance" in Health and Safety Code Section 25316, and in the regulations adopted and publications promulgated under these laws. 7.2 Seller hereby agrees to indemnify, protect, hold harmless, and defend City; its councilmembers, officers, employees, agents, from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by Seller, Seller's tenants, or other person using the Property with Seller's actual knowledge or consent and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, regardless of whether such action is required before or after the close of escrow, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller, Seller's tenants, or other person using the Property with Seller's consent or actual knowledge that occurred while Seller owned the Property. Seller's indemnity shall survive close of escrow. 7.3 From and after Close of Escrow, City agrees to indemnity, protect, hold harmless and defend Seller from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by City; and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City's indemnity shall survive close of escrow. Section 8. City's Obligations is Subject to Conditions City's obligation to perform this Agreement is subject to City's approval of the condition of title, described in Sections 8.1 and 8.2, City's approval of the condition of the Property described in Section 8.3, and no breach of representations, as described in Section 8.4. 8.1 First American Title Insurance Company shall be able to issue in favor of City an ALTA standard owner's policy of title insurance dated as of close of escrow with liability not less than the purchase price, covering the Property, showing title vested in City, and showing as exceptions only current general and special real property taxes, bonds and assessments not yet delinquent, and the exceptions to title that City has approved. 8.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title commitment for an ALTA title policy and legible copies of all documents reported as exceptions in it ("Title Documents"). City shall notify Seller and Escrow Holder in writing within ten (10) days after receipt of the title commitment and the Title Documents of City's disapproval of any exception in those documents. If any supplemental title commitment or supplemental Title Documents are submitted, then City shall notify Seller and Escrow Holder in writing within ten (10) days after City's receipt of such items, but not later than the date mutually agreed upon by the parties in writing for the Close of Escrow, of City's disapproval of any title exception set forth therein. Failure of City to notify Seller and Escrow Holder in writing of City's disapproval · of any title exceptions shall conclusively be considered as City's approval of same. If City disapproves any title matter referred to in this paragraph, then, at City's option, this Agreement and the escrow shall be canceled, and in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges. 8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City's obligation to close escrow is contingent upon City's approval of the condition of the Property at it's sole discretion. 8.4 If there, is a breach of any representation or warranty given by Seller pursuant to this Agreement that is discovered by City before close of escrow, then City may nevertheless elect to proceed to close the escrow, in which event City shall be deemed to have elected to waive such breach, or City may elect to terminate this Agreement and the escrow, in which event this Agreement shall be canceled. If this Agreement and the escrow are terminated by City's election under this paragraph, then all funds or other things deposited by City, if any, shall be returned to City immediately on demand, and Seller shall pay all title company and escrow charges. Section 9. Litigation Concerning the Property To Seller's current, actual knowledge, as of the date of this Agreement and as of Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, development, condition or improvement of the Property, or regarding any right, title or interest in the Property. Section i0. Threat of Condemnation Seller and City acknowledge that the purchase and sale of the Property has been negotiated under the threat of condemnation of the Property by the City. In the event of Seller default, City's ability to perform is prejudiced. Accordingly, in the event the escrow fails to close by reason of a default by Seller, Seller agrees: Property. That the public interest and necessity requires the acquisition of the B. That the Seller waives any claim to severance damages and goodwill under any eminent domain proceedings commenced at any time hereafter by the City of Tustin with respect to the Property. C. That the Seller waives any claim to any relocation assistance in any eminent domain proceedings Commenced by the City of Tustin with respect to the Property. D. Seller acknowledges that in waiving these claims they have not relied on any representations or statements made or said by City, its agents, attorneys or other representatives. Section 11. Attorneys' Fees If any 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 City and Seller and City, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys' 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. Section 12. Representations Made as to Seller's Current Actual Knowledge to Survive Close of Escrow All representations, covenants, and other obligations stated in this Agreement shall survive close of escrow. All representations, covenants, and other obligations that the City discovers to be breached before tender of the deed,' and that City either expressly waives or does not object to before such tender, shall not survive tender of the deed. Section 13. 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. Section 14. Integration Clause This Agreement constitutes the entire agreement among 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. Section 15. No Representation Regarding Legal Effect of Document No representation, warranty, or recommendation is made by Seller or City 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 submit this Agreement to his or her respective attorney before signing it. Section 16. Counterparts This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. Section 17. Time is of the Essence Time is of the essence of this Agreement, and failure to comply with the time provisions of this Agreement shall be a material breach of this Agreement. Section 18 It is understood and agreed by and between the parties hereto in addition to the compensation shown in Section 1 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of construction of the proposed project: A. Prepare plans and specifications to replace the existing meandering sidewalk and landscape improvements along the northerly perimeter of Seller's property on Edinger Avenue and along the westerly perimeter of Seller's property on Red Hill Avenue. B. Construct said improvements in "A" above to match existing improvements on Edinger Avenue and on Red Hill Avenue. C. Irrigation to be designed and constructed to facilitate maintenance of said improvements. D. Permit Seller, its agents, or assigns, the review of plans and specifications in item "A" above and provide comments and/or revisions. Any suggestions by Seller, its agents, or assigns, could be incorporated into item "A" above depending on the estimated cost. E. Replace any street signage that is required to be removed and/or relocated as a result of construction of the proposed project with a type and size similar to that which existed before construction and placed at a similar location. Section 19 It is understood and agreed by and between the parties hereto, in addition to the compensation shown in Section 1 hereinabove, that Seller shall perform the following: A. Grant a "Right of Entry" to City, its contractors, or assigns for design and construction of improvements in Section 18 at no cost to City. B. Provide the City advertisement of bids. number and fax number. with the current list of tenants at the time of List shall include tenant name, address, phone Section 20 It is understood and agreed by and between the parties hereto that Buyer shall perform the following: A. Immediately after the project Notice of Completion is approved by the Tustin City Council, the City will notify CAL WEST to proceed with maintenance of landscaping, irrigation and sidewalks. B. The City will notify any and all tenants of said construction and construction related activity. 7 Executed on the date first above written. CITY OF TUSTIN By:. ATTEST: Pamela Stoker City Clerk APPROVED AS TO FORM: ui~y A~torney ~/ SELLER Annette F~'ssell, General Partner By':~ orchard, General Partner ~"J~hn B. Volker, General Partner By: Barbara A. Hazeltine, General Partner Be°ky M~, General Pa~n~r Charles A. Borchard, General Partner EXHIBIT A Legal Description of Property RBF CONSULTING 14725 Alton Parkway Irvine, California 92618 EXHIBIT "A" LEGAL DESCRIPTION EDINGER AVENUE PARCEL 10011, PARCEL 10011.1 PARCEL 10011.2 (BORCHARD REDHILL) Revised June 5, 2002 August 31, 1999 JN 10-034145.14 Page 1 of 6 Those certain parcels of land situated in the City of Tustin, County of Orange, State of California, being those portions of Parcels 1, 2 and 4 as shown on a map filed in Book 64, Page 39 of Parcel Maps in the Office of the County Recorder of said Orange County, described as follows: Parcel 10011 BEGINNING at the intersection of the easterly line of said Parcel 2 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said 'parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21°21'35'' East; thence along said southwesterly right-of-way line and the southeasterly right-of- way line of Redhill Avenue as shown on said parcel map through the following courses: along said curve northwesterly 129.325 meters through a central angle of 19° 17'38"; thence tangent from said curve North 49020'47" West 4.261 meters; thence South 85°38'52" West 11.209 meters; thence South 40°38'30'' West 186.042 meters; thence meters radius leaving said southeasterly right-of-way line North 41° 40'08" East 34.567 to the beginning of a tangent curve concave southeasterly and having a of 43.196 meters; thence along said curve northeasterly 12.269 meters through a central angle of 16° 16'25" to a point of reverse curvature with a curve concave northwesterly and having a radius of 48.683 meters, a radial line of said curve from said point RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhill) EXHIBIT "A' Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page 2 of 6 bears North 32° 03'27" West; thence along said curve northeasterly 13.821 meters through central angle of 16°15,57,,; thence tangent from said curve North 41° 40'36" East 73.835 meters to a line parallel with and 6.096 meters southeasterly of that certain course described hereinbefore as "South 40°38'30'' West 186.042 meters"; thence along said parallel line North 40° 38'30" East 50.467 meters; thence North 85° 30'50" East 11.182 meters to a point on a non-tangent curve concave northeasterly and having a radius of 385.573 meters, said curve being concentric with and 1.524 meters southwesterly of that certain curve described hereinbefore as having a radius of 384.049 meters and an arc length of 129.325 meters, a radial line of said concentric curve from said point bears North 40°23'11'' East; thence along said concentric curve southeasterly 24.499 meters through a central angle of 03°38'26"; thence non-~angent from said curve South 08° 49'26" East 6.828 meters; thence South 54° 54'53" East 13.092 meters; thence North 78° 56'29" East 6.831 meters to a non-tangent intersection with the southeasterly continuation of said concentric curve, a radial line of said curve from said intersection bears North 33° 23'35" East; thence along said curve southeasterly 7.591 meters through a central angle of 01° 07'41" to a point of reverse curvature with a curve concave southwesterly and having a radius of 12.497 meters, a radial line of said curve from said point bears South 32° 15'54" West; thence along said curve southeasterly 2.774 meters through central angle of 12° 43'03"; thence tangent from said curve South 45° 01'03" East 11.294 meters to the beginning of a tangent curve concave northeasterly and having a radius of 17.983 meters, the southeasterly terminus of said curve shall be a point of compound curvature with a curve concave northeasterly, having a radius of 389.230 meters, concentric with and 5.181 meters southwesterly of said curve having a radius of RBF Consulting Edinger Avenue Parcel 10011, Parcel 1001[.! Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, lg99 JN 10.034Z45.~4 Page 3 of 6 384.049 meters; thence along said curve having a radius of 17.983 meters southeasterly 4.851 meters through a central angle of 15°27'16" to said point of compound curvature, a radial line of said curves from said point bears North 29° 31'41" East; thence along said concentric curve southeasterly 18.593 meters through a central angle of 02° 44'13" to a point of compound curvature with a curve concave northeasterly and having a radius of 17.983 meters, a radial line of said curves from said point bears North 26° 47'28" East; thence along said curve easterly 4.851 meters through a central angle of 15° 27'16"; thence tangent from said curve South 78° 39'48" East 11.294 meters to the beginning of a tangent curve concave southwesterly and having a radius of 12.497 meters, the easterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 385.573 meters, concentric with and 1.524 meters southwesterly of said curve having a radius of 384.049 meters; thence along said curve having a radius of 12.497 meters easterly 2.774 meters through a central angle of 12°43'03'' to said point of reverse curvature, a radial line of said curve from said point bears North 24° 03'15" East; thence along said concentric curve southeasterly 5.238 meters through central angle of O0° 46'42"; thence non-tangent from said curve South 22° 17'36" East 6.828 meters; thence South 68° 42'03" East 8.180 meters to a point in said easterly line of Parcel 2, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said easterly line North 21°21'35' East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 1325.982 square meters, more or less. PARCEL 10011.1 BEGINNING at the southwesterly terminus of that certain course shown as RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised 3une 5, 2002 August 31, 1999 JN 10.034145.14 Page 4 of 6 "North 39°48'40" East 254.03 feet" (77.428 meters) along the southeasterly right- of-way line of Redhill Avenue within said Parcel i on said parcel map; thence along the easterly and northeasterly right-of-way lines of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map through the following courses: South 04°21'08'' East 11.205 meters; thence South 49020'47'' East 4.273 meters to the beginning of a tangent curve concave northeasterly and having a radius of 347.473 meters; thence along said curve southeasterly 123.692 meters through a central angle of 20°23,45,,; thence tangent from said curve South 69044'32'' East 111.207 meters; thence meters course leaving said northeasterly right-of-way line North 68052'09'' West 100.012 to a line parallel with and 1.524 meters northeasterly of that certain described hereinbefore as "South 69044'32" East 111.207 meters"; thence along said parallel line North 69°44'32" West 11.207 meters to the beginning of a tangent curve concentric with and 1.524 meters northeasterly of that certain curve described hereinbefore as having a radius of 347.473 meters and an arc length of 123.692 meters; thence along said concentric curve westerly 20.818 meters through a central angle of 03026'52'' to a point of compound curvature with a curve concave northeasterly and having a radius of 12.497 meters, a radial line of said curves from said point bears North 23°42'20'' East; thence along said curve northwesterly 2.313 meters through a central angle of 10°36,20,,; thence tangent from said curve North 55°41'20" West 23.099. meters to the beginning of a tangent curve concave southwesterly and having a radius of 17.983 meters the northwesterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 342.291 meters, concentric with and 5.182 meters northeasterly of said curve having a radius of 347.473 meters; thence along said curve having a radius of 17.983 meters northwesterly 1.914 RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHTBIT "A" Revtsed 3une 5, 2002 August 31, 1999 3N 10.034145.14 Page 5 of 6 meters through a central angle of 06°05'53'' to said point of reverse curvature, a radial line of said curve from said point bears North 28°12'47" East; thence along said concentric curve northwesterly 74.321 meters through central angle of 12°26'26'' to the tangent intersection with a line parallel with and 5.182 meters northeasterly of that certain course described hereinbefore as "South 49°20'47'' East 4.273 meters"; thence along said parallel line North 49°20'47" West 4.272 meters; thence North 04o21'08" West 11.209 meters to said southeasterly right-of-way line of Redhill Avenue; thence along said southeasterly right-of-way line South 40°38'30" West 5.184 meters to the POINT OF BEGINNING. CONTAINING: 671.042 square meters, more or less Parcel 10011.2 BEGINNING at the intersection of the westerly line of said Parcel 4 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21o21'35'' East; thence along said southwesterly right-of-way line through the following courses: along said curve easterly 7.386 meters through a central angle of 01°06'07"; thence tangent from said curve South 69044'32'' East 113.316 meters to the beginning of a tangent curve concave southwesterly and having a radius of 347.473 meters; thence along said curve easterlY 12.628 meters through a central angle of 02°04,56,,; thence leaving said southwesterly right-of-way line, non-tangent from said curve South 66o16'57'' West 7.023 meters; thence North 69°18'05'' West 13.183 meters; thence North 25°11'04'' West 6.949 meters; RBF Consulting Edinger Avenue Parcel 10011, Parcel 100~1.! Parcel (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, [ggg JN 10.034145.14 Page 6 of 6 thence meters "South North 70036'56'' West 91.537 meters to a line parallel with and 1.524 southwesterly of that certain course described hereinbefore as 69°44'32'' East 113.316 meters"; thence along said parallel line North 69o44'32" West 0.990 meters; thence South 65°15'07'' West 6.898 meters; thence North 68042'03'' West 12.869 meters to a point in said westerly line of Parcel 4, distant thereon South 21°21'35'' West 6.240 meters from the POINT OF BEGINNING; thence along said westerly line North 21°21'35" East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 268.975 square meters, more or less. Unless otherwise noted, all bearings and distances in this description are metric ground based on the California Coordinate System, {CCC83) Zone VI NAD 1983 (1991.35 O.C.S. GPS Adjustment). SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT "B" attached and by this reference made a part hereof. Gregory A. Helmet, L.S. 5134 '1 I [ I SEE St-EET 2 L261m I 1 I I I EDINGER A VENUE R=584.049m L=129, J-' ~-jJ'"j ,.k.'~t__, 2 13.82 Im .._N~2'0~'2~"~, (~__D)._ PRC 196m L =12, 26 9m EXHIBIT SKETCH TO ACCOWPANY A LEGAL DESCRIPTION FOR EDINGER AVENUE PARCEL 100! ! (£ORCHARD REDH/LI) CONTAIN/NO 1525.952 SQUARE ~tETERS _+ SHEET I OF 3 SHEETS~ ~V. ~ 5, 2002 A~T Jl, 1999 J.N, 1~145. 14 ~ ~PS~PDATA ~54145[D~[EXH]BITS~ 145EXOIS.D~ ?AH~EL ~ SEE SHEET 3 EXHIBIT 'B' SKETCH TO ACCOI~PANY A [ LEGAL DESCRIPTION FOR / IEDINGER AVENUE PARCEL 100! I. ~ (~ORCHARD REDH/LL) CONTAINING 67L042 SOUARE t~ETERS~ ~ N28 '12 r PRC R= 17. 98,~ L= 1. £ 14m .=2.313m ~N23 '42 '20"E__.(R_A.~D)__ PCC ' I. 207m PARCEL -J SHEET 2 OF $ SHEETS~'~ REV. JIINE 5, 2002 AUC-UST 31. 1999 d.N. 10-054145. 14 H. IGRP$1PDAI3 ~34145tD~EG'I£XHI£.[TS! 145EXOI£.D~ 'J5"£ S.240~(RAD) '45"£ (RAD) P£,~ R=384.04gm L=7.386m EXHIBIT r~ r': ~' SKETCH [0 AC¢ObIPANY A LEGAL DESCRIPTION FOR EDINGER AVENUE PANCEL 10011.2 (BORCHARD tTEDHILL,) CONTAINING 268.975 SOUARE METE£S , N25 ' 11 '04 6.94£m ../ ~ ~-~.? SEE SHEET2 \\ \\ S65 ' 16 7. o25,~ J~ ~ ,~v. ~ 5, 2O02 AUGUST ~I, 1999 J.N. I~0~14~. ~4 ~' IGRP51PDATA ~54145~D~'G~EXHIBITS~ 145EXO20. D~G EXHIBIT B Escrow Instructions 1. Escrow City and Seller agree to open escrow in accordance with Section 2 of this Agreement. This Agreement constitutes the joint escrow instructions of City and Seller, and Escrow Agent to whom these escrow instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. As soon as possible after open of escrow, Seller will execute the Grant Deed attached to this Agreement as Exhibit "C" and deposit the executed deed with Escrow Agent on City's behalf. City agrees to deposit the purchase price upon demand of Escrow Agent. City and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel Seller's own policies after close of escrow. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. Escrow Agent is Authorized and is Instructed to Comply with the Following Tax Adjustment Procedure: Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property. In the event this escrow closes between July I and November 1, and the current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Seller's proceeds an amount equal to 120% of the prorated amount due based upon the previous fiscal year's second half tax bill. At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller's prorated portion of taxes and forward same to the City and shall refund any difference to the Seller. In the event the amount withheld is not sufficient to pay Seller's prorated portion of taxes due, the Seller herein agrees to immediately pay the difference. 10 In the event said tax information is available, Seller's taxes shall be prorated in accordance with paragraph "C" below. From the date that tax information is available, as per paragraph "B," up to and including June 30th, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with Tax Collector's proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller's pro-rata portion of taxes shall be forwarded to City with closing statement. Any taxes which haVe been paid by Seller, prior to opening of this escrow, shall not be prorated between City and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after City's acquisition, pursuant to Revenue and Taxation Code Section 5096.7. 3. Escrow Agent is Authorized to and Shall: Pay and charge Seller for any amount necessary to place title in the condition necessary to satisfy this Agreement. Pay and charge City for escrow fees and closing costs payable under this Agreement. Disburse funds and deliver deed when conditions of this escrow have been fulfilled by City and Seller. The Term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. 11 4. Time is of the Essence in these Instructions and Escrow is to Close as Soon as Possible If (except for deposit of money by City, which shall be made by City upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within thirty (30) days from date of these instructions, any party who then shall have fully complied with these instructions may, in writing, demand the return of their money or property; but if none have complied, no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. 5. Permission to Enter on Premises Seller hereby grants to City, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. 6. Loss or Damage to Improvements Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In the event that loss or damage' to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, City may elect to require that the Seller pay to City the proceeds of any policy of insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the total price by an amount equal to the diminution in value of said Property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 7. Closing Statement Seller instructs Escrow Agent to release a copy of Seller's statement to City; the purpose is to ascertain if any reimbursements are due Seller. 12 EXHIBIT C Form of Grant Deed 13 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: DOCUMENTARY TRANSFER TAX $. Computed on the consideration or value of property conveyed; OR Computed on the consideration or value less liens or encumbrances remaining at time of sale. SPACE ABOVE THIS LINE FOR RECORDER'S USE Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BORCHARD REDHILL, A CALIFORNIA LIMITED PARTNERSHIP, hereinafter referred to as "Grantor" does hereby GRANT(S) in fee to the CITY OF TUSTIN, a Municipal Corporation, hereinafter referred to as "Grantee" the real property in the City of Tustin, County of Orange, State of California, described in Exhibit "A" and shown on Exhibit "B" attached hereto and by this reference made a part thereof. Dated } STATE OF CALIFORNIA } ss. COUNTY OF } on before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/aro subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature MAIL TAX STATEMENTS TO: (This aroa for official notarial seal) RBF CONSULTING 14725 Alton Parkway Irvine, California 92618 EXHIBIT "A" LEGAL DESCRIPTION EDINGER AVENUE PARCEL 10011, PARCEL 10011.1 PARCEL 10011.2 (BORCHARD REDNILL) Revised June 5, 2002 August 31, 1999 JN 10-034145.14 Page I of 6 Those certain parcels of land situated in the City of Tustin, County of Orange, State of California, being those portions of Parcels 1, 2 and 4 as shown on a map filed in Book 64, Page 39 of Parcel Maps in the Office of the County Recorder of said Orange County, described as follows: Parcel 10011 BEGINNING at the intersection of the easterly line of said Parcel 2 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said. parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21o21'35" East; thence along said southwesterly right-of-way line and the southeasterly right-of- way line of Redhill Avenue as shown on said parcel map through the following courses: along said curve northwesterly 129.325 meters through a central angle of 19° 17'38"; thence tangent from said curve North 49°20'47'' West 4.261 meters; thence South 85°38'52" West 11.209 meters; thence South 40°38'30" West 186.042 meters; thence meters radius leaving said southeasterly right-of-way line North 41° 40'08" East 34.567 to the beginning of a tangent curve concave southeasterly and having a of 43.196 meters; thence 16° 16' having along said curve northeasterly 12.269 meters through a central angle of 25" to a point of reverse curvature with a curve concave northwesterly and a radius of 48.683 meters, a radial line of said curve from said point RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhill) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page Z of 6 bears North 32° 03'27" West; thence along said curve northeasterly 13.821 meters through central angle of 16°15,57,,; thence tangent.from said curve North 41° 40'36" East 73.835 meters to a line parallel with and 6.096 meters southeasterly of that certain course described hereinbefore as "South 40o38'30" West 186,042 meters"; thence along said parallel line North 40° 38'30" East 50.467 meters; thence North 85° 30'50" East 11.182 meters to a point on a non-tangent curve concave northeasterly and having a radius of 385.573 meters, said curve being concentric with and 1.524 meters southwesterly of that certain curve described hereinbefore as having a radius of 384.049 meters and an arc length of 129.325 meters, a radial line of said concentric curve from said point bears North 40°23'11'' East; thence along said concentric curve southeasterly 24.499 meters through a central angle of 03°38'26"; thence non-tangent from said curve South 08° 49'26" East 6.828 meters; thence South 54° 54'53" East 13.092 meters; thence North 78° 56'29" East 6.831 meters to a non-tangent intersection with the southeasterly continuation of said concentric curve, a radial line of said curve from said intersection bears North 33° 23'35" East; thence along said curve southeasterly 7.591 meters through a central angle of 01° 07'41" to a point of reverse curvature with a curve concave southwesterly and having a radius of 12.497 meters, a radial line of said curve from said point bears South 32° 15'54" WeSt; thence along said curve southeasterly 2.774 meters through central angle of 12° 43'03"; thence tangent from said curve South 45° 01'03" East 11.294 meters to the beginning of a tangent curve concave northeasterly and having a radius of 17.983 meters, the southeasterly terminus of said curve shall be a point of compound curvature with a curve concave northeasterly, having a radius of 389.230 meters, concentric with and 5.181 meters southwesterly of said curve having a radius of RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel lO011.Z (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 3N 10.034145.14 Page 3 of 6 384.049 meters; thence along said curve having a radius of 17.983 meters southeasterly 4.851 meters through a central angle of 15°27'16" to said point of compound curvature, a radial line of said curves from said point bears North 29° 31'41" East; thence along said concentric curve southeasterly 18.593 meters through a central angle of 02° 44'13" to a point of compound curvature with a curve concave northeasterly and having a radius of 17.983 meters, a radial line of said curves from said point bears North 26° 47'28" East; thence along said curve easterly 4.851 meters through a central angle of 15° 27'16"; thence tangent from said curve South 78° 39'48" East 11.294 meters to the beginning of a tangent curve concave southwesterly and having a radius of 12.497 meters, the easterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 385.573 meters, concentric with and 1.524 meters southwesterly of said curve having a radius of 384.049 meters; thence along said curve having a radius of 12.497 meters easterly~ 2.774 meters through a central angle of 12°43'03'' to said point of reverse curvature, a radial line of said curve from said point bears North 24° 03'15" East; thence along said concentric curve southeasterly 5.238 meters through central angle of O0° 46'42"; thence non-tangent from said curve South 22° 17'36" East 6.828 meters; thence South 68° 42'03" East 8.180 meters to a point in said easterly line of Parcel 2, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said easterly line North 21o21'35" East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 1325.982 square meters, more or less. PARCEL 10011.1 BEGINNING at the southwesterly terminus of that certain course shown as RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, lgg9 JN 10.034145.14 Page 4 of 6 "North 39°48'40" East 254.03 feet" (77.428 meters) along the southeasterly right- of-way line of Redhill Avenue within said Parcel I on said parcel map; thence along the easterly and northeasterly right-of-way lines of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map through the following courses: South 04°21'08'' East 11.205 meters; thence South 49o20'47'' East 4.273 meters to the beginning of a tangent curve concave northeasterly and having a radius of 347.473 meters; thence along said curve southeasterly 123.692 meters through a central angle of 20°23'45"; thence tangent from said curve South 69°44'32'' East 111.207 meters; thence leaving said northeasterly right-of-way line North 68°52'09" West 100.012 meters to a line parallel with and 1.524 meters northeasterly of that certain course described hereinbefore as "South 69°44'32" East 111.207 meters"; thence along said parallel line North 69o44'32" West 11.207 meters to the beginning of a tangent curve concentric with and 1.524 meters northeasterly of that certain curve described hereinbefore as having a radius of 347.473 meters and an arc length of 123.692 meters; thence along said concentric curve westerly 20.818 meters through a central angle of 03°26'52'' to a point of compound curvature with a curve concave northeasterly and having a radius of 12.497 meters, a radial line of said curves from said point bears North 23°42'20'' East; thence along said curve northwesterly 2.313 meters through a central angle of 10°36,20,,; thence tangent from said curve North 55o41'20'' West 23.099 meters to the beginningof a tangent curve concave southwesterly and having a radius of 17.983 meters the northwesterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 342.291 meters, concentric with and 5.182 meters northeasterly of said curve having a radius of 347.473 meters; thence along said curve having a radius of 17.983 meters northwesterly 1.914 RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (B°rchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 3N 10.034145.14 Page 5 of 6 . meters through a central angle of 06°05'53" to said point of reverse curvature, a radial line of said curve from said point bears North 28°12'47'' East; thence along said concentric curve northwesterly 74.321 meters through central angle of 12026'26'' to the tangent intersection with a line parallel with and 5.182 meters northeasterly of that certain course described hereinbefore as "South 49°20'47'' East 4.273 meters"; thence along said parallel line North 49°20'47,' West 4.272 meters; thence North 04°21'08'' West 11.209 meters to said southeasterly right-of-way line of Redhill Avenue; thence along said southeasterly right-of-way line South 40°38'30', West 5.184 meters to the POINT OF BEGINNING. CONTAINING: 671.042 square meters, more or less Parcel 10011.2 BEGINNING at the intersection of the westerly line of said Parcel 4 with the southwesterly right-of-way line of Edinger Avenue {formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21021'35" East; thence along said southwesterly right-of-way line through the following courses: along said curve easterly 7.386 meters through a central angle of 01°06'07"; thence tangent from said curve South 69°44'32" East 113.316 meters to the beginning of a tangent curve concave southwesterly and having a radius of 347.473 meters; thence along said curve easterly 12.628 meters through a central angle of 02°04,56,,; thence leaving said southwesterly right-of-way line, non-tangent from said curve South 66°16'57" West 7.023 meters; thence North 69°18'05" West 13.183 meters; thence North 25o11'04'' West 6.949 meters; RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, lggg JN 10.034145.14 Page 6 of 6 thence North 70°36'56" West 91.537 meters to a line parallel with and 1.524 meters southwesterly of that certain course described hereinbefore as "South 69°44'32" East 113.316 meters"; thence along said parallel line North 69°44'32" West 0.990 meters; thence South 65°15'07'' West 6.898 meters; thence North 68°42'03'' West 12.869 meters to a point in said westerly line of Parcel 4, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said westerly line North 21021'35" East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 268.975 square meters, more or less. Unlessotherwise noted, all bearings and distances in this description are metric ground based on the California Coordinate System, (CCC83) Zone VI NAD 1983 (!991.35 O.C.S. GPS Adjustment). SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXNIBIT "B" attached and by this reference made a part hereof. Gregory A. Helmer, L.S. 5134 t.261m SEE SleET 2 I I I I I I I I L= 13.82 Im · .. ~N,32'O$'27~Yt.__(RA._D)__ PR$ 196m L = 12.269m SKETCH TO ACCOWPANY A L£GAL DESCRIPTION FOR EDINGER A VENUE PARCEL I001 ! (BORCHARD REDHILL) CONTAIN/NC 1S25.952 SOUAt~E METERS EDINGER A VENUE R=S84. 049m L=129. I? n~ /J r~ r, ~ l £ .rJJ-'J LMm/__. 2 FAR~SL $ SHEET I OF $ SHEETSI ~' l I REV. JUNS 5, 2002 AUG'UST 31, 1999 J.N. 1~145. 14 ~' ~ 5[PDATA ~34 t45~D~EXHiBITS[ 145EXOlg. D~G SCALE= 1:1000 .~ ; I '------ r' PRe  -- R= 12. 497m .=2,~ ~ ~ ~N2J,42,20.E~RADL PCC EXHIBIT L~g~L ~$CRIPTION FOR E~INgER AYENUE S~EET 2 OF (BORCHARD REDHILL) CONTAINING 671.042 SOUARE ~ETENS+ / ~Y. ~ 5, 2002 A~ST ~1, 1999 J.N. 1~0~1d5.14 ~' ~5~PDATA ~4145~D~EXH]B]TS~ 145EXOIg. D~D 'J5"E 6.240m(RAD) '45~E (RAD,) PER 0.~.~. ~4/,~) L =7. 586~ ~ EXHIBIT SKETCH TO AC¢OI~tPANY A LEGAL DESCRIPTION FOR EDINGER AVENUE PARCEL 10011.2 (BORCHARD REDHILL) CONTAIHIHg 265.975 SQUARE ~tETERS ~ AGREEMENT TO PURCHASE REAL PROPERTY 14982 RED HILL AVENUEI TUSTIN, CALIFORNIA THIS AGREEMENT is entered into this day of ,20 , by and among the City of Tustin, a municipal corporation (hereinafter "City"), and Borchard Redhill, a California Limited Partnership, (hereinafter "Seller"). RECITALS 1. Seller owns improved real property at 14982 Red Hill Avenue, Tustin, California, which is shown on Exhibit ',A" (hereinafter referred to as the "Property"). Exhibit "A" is attached hereto and is incorporated herein by this reference. 2. The City desires to acquire the Property for a potential future public purpose and the property is under threat of condemnation as described in Section 10 infra. 3. The Seller desires to sell the Property to the City. NOW, THEREFORE, in view of the above-recitals and mutual promises and covenants contained herein, the parties agree as follows: AGREEMENT Section 1. Sale/Purchase of Property On the terms and conditions set forth herein, Seller agrees to sell the Property to City and City agrees to purchase the Property from Seller. The total purchase price, payable in cash through escrow, shall be One Hundred Seventy-One Thousand Nine- Hundred and Twenty-five Dollars ($171,925). In exchange for receipt of this amount, Seller releases City of any and all claims by Seller under the United States Constitution Amendments 5 and 14, and for any and all claims under state law, including but not limited to claims for relocation benefits and loss of goodwill. Section 2. Timeframe for Completion of Obligations/Escrow This sale shall be consummated through an escrow. As soon as possible after this Agreement is executed, City agrees to open an escrow in accordance with this Agreement at First American Title Insurance Company ("Escrow Holder") ("Open Escrow"), 2 First American Way, Santa Ana, California, 92707, Attention: Robed Benavente ("Escrow Officer"). This Agreement, along with Exhibits "A," "B," and "C" attached hereto, constitutes the joint escrow instructions of City and Seller to the Escrow Holder, which may be supplemented by escrow holders form agreement. As soon as possible after opening of escrow, Seller shall execute the grant deed attached hereto as Exhibit "C" and incorporated herein by this reference, and shall deposit the deed with the Escrow Officer. Subject to the conditions described in Section 8, City shall deposit into escrow the sum set forth in Section I above, payable to Seller. The closing date for the escrow shall be no later than thirty (30) days after opening of escrow, unless such date is extended by written agreement of the parties. "Close of Escrow" shall be the date when the grant deed to the City is recorded. Except as provided in Section 8, City shall pay escrow and closing costs. City shall also pay the costs of the ALTA title insurance referenced in Section 8.1. Section 3. Easements Not of Record To the current, actual knowledge of Seller, as of the date of this Agreement and as of the date of close of escrow, Seller has not granted any unrecorded easements or licenses on the Property. Section 4. Governmental Action To the current, actual knowledge of Seller, there is not now, and as of close of escrow, there will not be, any violation of any law, ordinance, rule, or administrative or judicial order affecting the Property, nor is there any judicial order affecting the Property, nor is there any condemnation, zoning change, or other proceeding or action (including legislative action) pending, threatened, or contemplated by any governmental body, except City, authority, or agency that will in any way affect the size or use of, improvements or construction on, or access to the Property by City. This representation does not apply to governmental action where notice has not been provided to Seller. Section 5. Contracts Concerning Property To the current, actual knowledge of Seller, as of the date of this Agreement and as of close of escrow, Seller has not entered into any contracts, leases, licenses, commitments, or undertakings respecting the Property, or for the performance of services on the Property, or for the use of the Property or any part of it or any agreement or contract of any kind pertaining to the Property by which City would become obligated or liable to. Section 6. Violations To the current, actual knowledge of Seller, that as of the date of this Agreement and as of close of escrow, Seller has no notice or knowledge of any violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records, with respect to the Property or any improvements on the Property. Section 7. Environmental Compliance 7.1 Seller warrants and represents that, during the time in which Seller has owned the Property, neither Seller nor, to the current, actual knowledge of Seller, any third party, has used, generated, manufactured, produced, stored or disposed of, on, under, or about the Property or transported to or from the Property any hazardous materials, including without limitation, flammable materials, explosives, asbestos, radioactive materials, hazardous wastes, toxic substances, or related injurious materials, whether injurious by themselves or in combination with other materials. To the current, actual knowledge of Seller there is no proceeding or inquiry by any governmental authority, including without limitation, the California or Federal Environmental Protection Agency or the California State Department of Toxic Control, or state or regional water quality board, with respect to the presence of such hazardous materials on the Property or their migration from or to other property. For purposes of this Agreement, the term "hazardous materials" shall include but not be limited to substances defined as "hazardous substance," "hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code Sections 9601-9675); the Hazardous Materials Transportation Act, as amended (Title 49 United States Code Sections 1801-1819); the Resource Conservation and Recovery Act of 1976, as amended (Title 42 United States Code Section 6901-6992k); and any substance defined as "hazardous waste" in Health and Safety Code Section 25117 or as "hazardous substance" in Health and Safety Code Section 25316, and in the regulations adopted and publications promulgated under these laws. 7.2 Seller hereby agrees to indemnify, protect, hold harmless, and defend City, its councilmembers, officers, employees, agents, from and against any and all loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by Seller, Seller's tenants, or other person using the Property with Seller's actual knowledge or consent and (2) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, regardless of whether such action is required before or after the close of escrow, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials by Seller, Seller's tenants, or other person using the Property with Seller's consent or actual knowledge that occurred while Seller owned the Property. Seller's indemnity shall survive close of escrow. 7.3 From and after Close of Escrow, City agrees to indemnity, protect, hold harmless and defend Seller from and against any and ail loss, expense, damage and liability, including without limitation (1) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous material on the Property by City; and (2) the cost of any required or necessary repair, cleanup, or detoxiflcation and the preparation of any closure or other required plans, but only to the extent that such liability is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of hazardous materials on the Property by City. City's indemnity shall survive close of escrow. Section 8. City's Obligations is Subject to Conditions City's obligation to perform this Agreement is subject to City's approval of the condition of title, described in Sections 8.1 and 8.2, City's approval of the condition of the Property described in Section 8.3, and no breach of representations, as described in Section 8.4. 8.1 First American Title Insurance Company shall be able to issue in favor of City an ALTA standard owner's policy of title insurance dated as of close of escrow with liability not less than the purchase price, covering the Property, showing title vested in City, and showing as exceptions only current general and special real property taxes, bonds and assessments not yet delinquent, and the exceptions to title that City has approved. 8.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title commitment for an ALTA title policy and legible copies of all documents reported as exceptions in it ("Title Documents"). City shall notify Seller and Escrow Holder in writing within ten (10) days after receipt of the title commitment and the Title Documents of City's disapproval of any exception in those documents. If any supplemental title commitment or supplemental Title Documents .are submitted, then City shall notify Seller and Escrow Holder in writing within ten (10) days after City's receipt of such items, but not later than the date mutually agreed upon by the parties in writing for the Close of Escrow, of City's disapproval of any title exception set forth therein. Failure of City to notify Seller and Escrow Holder in writing of City's disapproval of any title exceptions shall conclusively be considered as City's approval of same. If City disapproves any title matter referred to in this paragraph, then, at City's option, this Agreement and the escrow shall be canceled, and .in such event all funds or other things deposited by City shall be returned to City immediately on demand, and City shall pay all title company and escrow charges. 8.3 City shall pay for a Property Condition Inspection by a competent inspector selected by the City. City's obligation to close escrow is contingent upon City's approval of the condition of the Property at it's sole discretion. 8.4 If there is a breach of any representation or warranty given by Seller pursuant to this Agreement that is discovered by City before close of escrow, then City may nevertheless elect to proceed to close the escrow, in which event City shall be deemed to have elected to waive such breach, or City may elect to terminate this Agreement and the escrow, in which event this Agreement shall be canceled. If this Agreement and the escrow are terminated by City's election under this paragraph, then all funds or other things deposited by City, if any, shall be returned to City immediately on demand, and Seller shall pay all title company and escrow charges. Section 9. Litigation Concerning the Property To Seller's current, actual knowledge, as of the date of this Agreement and as of Close of Escrow, no litigation is or will be pending against Seller regarding the use, operation, development, condition or improvement of the Property, or regarding any right, title or interest in the Property. Section 10. Threat of Condemnation Seller and City acknowledge that the purchase and sale of the Property has been negotiated under the threat of condemnation of the Property by the City. In the event of Seller default, City's ability to perform is prejudiced. Accordingly, in the event the escrow fails to close by reason of a default by Seller, Seller agrees: A. That the public interest and necessity requires the acquisition of the Property. B. That the Seller waives any claim to severance damages and goodwill under any eminent domain proceedings commenced at any time hereafter by the City of Tustin with respect to the Property. C. That the Seller waives any claim to any relocation assistance in any eminent domain proceedings commenced by the City of Tustin with respect to the Property. D. Seller acknowledges that in waiving these claims they have not relied on any representations or statements made or said by City, its agents, attorneys or other representatives. Section 11. Attorneys' Fees If any 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 City and Seller and City, the prevailing party shall be entitled to recover as an element of its costs of suit, and not as damages, reasonable attorneys' 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. Section 12. Representations Made as to Seller's Current Actual Knowledge to Survive Close of Escrow All representations, covenants, and other obligations stated in this Agreement shall survive close of escrow. All representations, covenants, and other obligations that the City discovers to be breached before tender of the deed, and that City either expressly waives or does not object to before such tender, shall not survive tender of the deed. Section 13. 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. Section '14. Integration Clause This Agreement constitutes the entire agreement among the parties and supersedes alt 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. Section 15. No Representation Regarding Legal Effect of Document No representation, warranty, or recommendation is made by Seller or City 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 submit this Agreement to his or her respective attorney before signing it. Section 16. Counterparts This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument. Section 17. Time is of the Essence Time is of the essence of this Agreement, and failure to comply with the time provisions of this Agreement shall be a material breach of this Agreement. Executed On the date first above written. CITY OF TUSTIN By: ATTEST: Pamela Stoker City Clerk APPROVED AS TO FORM: Lois E. Jeffrey City Attorney SELLER Fr . Borc. hard, G neral Partner '2ohn B. Volker, General Partner -'"'"-- Barbara A. Hazelq~e, General Partner Becky M~'~eco, G~,~eral Partr~er Charles A. Borchard, General Partner S:~CIP Projects - Active\7147 - Edinger Ave Widening\Acquisition~PURCHASE AGRMTN 14982 RH.DOC EXHIBIT A Legal Description of Property RBF CONSULTING 14725 Alton Parkway Irvine, California 92618 EXHIBIT "A" LEGAL DESCRIPTION EDINGER AVENUE PARCEL 10011, PARCEL 10011.1 PARCEL 10011.2 (BORCHARD REDHILL) Revised June 5, 2002 August 31, 1999 JN 10-034145.14 Page I of 6 Those certain parcels of land situated in the City of Tustin, County of Orange, State of California, being those portions of Parcels 1, 2 and 4 as shown on a map filed in Book 64, Page 39 of Parcel Maps in the Office of the County Recorder of said Orange County, described as follows: Parcel 10011 BEGINNING at the intersection of the easterly line of said Parcel 2 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21°21'35" East; thence along said southwesterly right-of-way line and the southeasterly right-of- way line of Redhill Avenue as shown on said parcel map through the following courses: along said curve northwesterly 129.325 meters through a central angle of 19° 17'38"; thence tangent from said curve North 49°20'47" West 4.261 meters; thence South 85°38'52" West 11.209 meters; thence South 40°38'30" West 186.042 meters; thence meters radius leaving said southeasterly right-of-way line North 41° 40'08" East 34.567 to the beginning of a tangent curve concave southeasterly and having a of 43.196 meters; thence along said curve northeasterly 12.269 meters through a central angle of 16° 16'25" to a point of reverse curvature with a curve concave northwesterly and having a radius of 48.683 meters, a radial line of said curve from said point RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.Z (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, lggg ON 10.034145.14 Page 2 of 6 bears North 32° 03'27" West; thence along said curve northeasterly 13.821 meters through central angle of 16°15,57,,; thence tangent from said curve North 41° 40'36" East 73.835 meters to a line parallel with and 6.096 meters southeasterly of that certain course described hereinbefore as "South 40°38'30' West 186.042 meters"; thence along said parallel line North 40° 38'30" East 50.467 meters; thence North 85° 30'50" East 11.182 meters to a point on a non-tangent curve concave northeasterly and having a radius of 385.573 meters, said curve being concentric with and 1.524 meters southwesterly of that certain curve described hereinbefore as having a radius of 384.049 meters and an arc length of 129.325 meters, a radial line of said concentric curve from said point bears North 40°23'11'' East; thence along said concentric curve southeasterly 24.499 meters through a central angle of 03°38'26"; thence non-tangent from said curve South 08° 49'26" East 6.828 meters; thence South 54° 54'53" East 13.092 meters; thence North 78° 56'29" East 6.831 meters to a non-tangent intersection with the southeasterly continuation of said concentric curve, a radial line of said curve from said intersection bears North 33° 23'35" East; thence along said curve southeasterly 7.591 meters through a central angle of 01° 07'41" to a point of reverse curvature with a curve concave southwesterly and having a radius of 12.497 meters, a radial line of said curve from said point bears South 32° 15'54" West; thence along said curve southeasterly 2.774 meters through central angle of 12° 43'03"; thence tangent from said curve South 45° 01'03" East 11.294 meters to the beginning of a tangent curve concave northeasterly and having a radius of 17.983 meters, the southeasterly terminus of said curve shall be a point of compound curvature with a curve concave northeasterly, having a radius of 389.230 meters, concentric with and 5.181 meters southwesterly of said curve having a radius of RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 200Z August 31, 1999 3N 10.034145.14 Page 3 of 6 384.049 meters; thence along said curve having a radius of 17.983 meters southeasterly 4.851 meters through a central angle of 15°27'16" to said point of compound curvature, a radial line of said curves from said point bears North 29° 31'41" East; thence along said concentric curve southeasterly 18.593 meters through'a central angle of 02° 44'13" to a point of compound curvature with a curve concave northeasterly and having a radius of 17.983 meters, a radial line of said curves from said point bears North 26° 47'28" East; thence along said curve easterly 4.851 meters through a central angle of 15° 27'16"; thence tangent from said curve South 78° 39'48" East 11.294 meters to the beginning of a tangent curve concave southwesterly and having a radius of 12.497 meters, the easterly terminus of said curve shall be a point of reverse curvature with a curve'concave northeasterly, having a radius of 385.573 meters, concentric with and 1.524 meters southwesterly of said curve having a radius of 384.049 meters; thence along said curve having a radius of 12.497 meters easterly 2.774 meters through a central angle of 12°43'03" to said point of reverse curvature, a radial line of said curve from said point bears North 24°. 03'15" East; thence along said concentric curve southeasterly 5.238 meters through central angle of O0° 46'42"; thence non-tangent from said curve South 22° 17'36" East 6.828 meters; thence South 68° 42'03" East 8.180 meters to a point in said easterly line of Parcel 2, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said easterly line North 21o21'35" East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 1325.982 square meters, more or less. PARCEL 10011.1 BEGINNING at the southwesterly terminus of that certain course shown as RBF Consulting EdJnger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redh~11) EXHTBZT "A" Revised 3une 5, 2002 August 31, 1999 3N 10.034145.14 Page 4 of 6 "North 39°48'40' East 254;03 feet" (77.428 meters) along the southeasterly right- of-way line of Redhill Avenue within said Parcel i on said parcel map; thence along the easterly and northeasterly right-of-way lines of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map through the following courses: South 04021'08'' East 11.205 meters; thence South 49020'47'' East 4.273 meters to the beginning of a tangent curve concave northeasterly and having a radius of 347.473 meters; thence along said curve southeasterly 123.692 meters through a central angle of 20°23,45,,; thence tangent from said curve South 69044'32'' East 111.207 meters; thence leaving said northeasterly right-of-way line North 68°52'09' West 100.012 meters to a line parallel with and 1.524 meters northeasterly of that certain course described hereinbefore as "South 69044'32" East 111.207 meters"; thence along said parallel line North 69°44'32' West 11.207 meters to the beginning of a tangent curve concentric with and 1.524 meters northeasterly of that certain curve described hereinbefore as having a radius of 347.473 meters and an arc length of 123.692 meters; thence along said concentric curve westerly 20.818 meters through a central angle of 03026'52'' to a point of compound curvature with a curve concave northeasterly and having a radius of 12.497 meters, a radial line of said curves from said point bears North 23042'20'' East; thence along said curve northwesterly 2.313 meters through a central angle of 10°36,20,,; thence tangent from said curve North 55041'20'' West 23.099 meters to the beginning of a tangent curve concave southwesterly and having a radius of 17.983 meters the northwesterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 342.291 meters, concentric with and 5.182 meters northeasterly of said curve having a radius of 347.473 meters; thence along said curve having a radius of 17.983 meters northwesterly 1.914 RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page 5 of 6 meters through a central angle of 06°05'53" to said point of reverse curvature, a radial line of said curve from said point bears North 28012'47'' East; thence along said concentric curve northwesterly 74.321 meters through central angle of 12026,26'' to the tangent intersection with a line parallel with and 5.182 meters northeasterly of that certain course described hereinbefore as "South 49°20'47" East 4.273 meters"; thence along said parallel line North 49°20'47" West 4.272 meters; thence North 04°21'08'' West 11.209 meters to said southeasterly right-of-way line of Redhill Avenue; thence along said southeasterly right-of-way line South 40°38'30,' West 5.184 meters to the POINT OF BEGINNING. CONTAINING: 671.042 square meters, more or less Parcel 10011.2 BEGINNING at the intersection of the westerly line of said Parcel 4 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21o21'35'' East; thence along said southwesterly right-of-way line through the following courses: along said curve easterly 7.386 meters through a central angle of 01°06'07"; thence tangent from said curve South 69°44'32'' East 113.316 meters to the beginning of a tangent curve concave southwesterly and having a radius of 347.473 meters; thence along said curve easterly 12.628 meters through a central angle of 02°04,56,,; thence leaving said southwesterly right-of-way line, non-tangent from said curve South 66016'57'' West 7.023 meters; thence North 69°18'05" West 13.183 meters; thence North 25°11'04" West 6.949 meters; RBF Consulting Edinger Avenue 'Parcel 10011, Parcel 10011.1 Parcel 10011.Z (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page 6 of 6 thence meters "South thence thence thence North 70°36'56" West 91.537 meters to a line parallel with and 1.524 southwesterly of that certain course described hereinbefore as 69o44'32,, East 113.316 meters"; along said parallel line North 69°44'32'' West 0.990 meters; South 65°15'07" West 6.898 meters; North 68°42'03'' West 12.869 meters to a point in said westerly line of Parcel 4, distant thereon South 21o21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said westerly line North 21°21'35,, East 6.240 meters to the POINT OF BEGINNING. CONTAINING:~268.975 square meters, more or less. Unless otherwise noted, all bearings and distances in this description are metric ground based on the California Coordinate System, {CCC83) Zone VI NAD 1983 {1991.35 O.C.S. GPS Adjustment). SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT "B" attached and by this reference made a part hereof. Gregory A. Helmer, L.S. 5134 I 1 I I I I I I SEE S,~EET 2 L261m EDINGER A VENUE R=584. 049~ L=129 ~' II I? L= lJ. 82 lm '~ .._._N,32'05'27"~/ [RA__DL PRC R=45. 196m L =12.269m EXHIBIT SKETCH TO ACCOt,(PANY A LEGAL DESCRIPTION FOR EDINGER A VENUE PARCEL lO0! 1 (BORCHARD REDH/LL) CONTAINING 1325.982 SOUARE METERS .mt ,j ,_., , . 0 SHEET I OF $ SHEETS °~~ REV. ~ 5, 2002 AUGUST 31, 199~Q J.N. 10-054145. 14 H' [GRP51PDATA 154145iD~'gtEXH]BITS1145EXO1B.D~G SCALE= 1:1 000 I I ~ S~EET 3 XHSIT 'El' SKETCH TO ACCOM?ANY 1 LEGAL D£SCRIPTION fOR ED/NGER AVENUE PARCEL 10011.1 (£ORCHARD REDHILL) CONTAINING 671,042 SQUARE IdETERS~ 1.524~ ,, N28'12 '47"E.._.(R_.._~)__ .=1.914m ...__N23° 42 '20 'E__(R_A.__D )_ PCC 1 I. 207m SHEE? 2 OF 5 SHEETS~'~ ~V. ~ 5, 2002 AUGUST ,31, 1999 J.N. 10-0,34145. ~4 H' [GRPStPDATA [34145[D~'GIEXHIBITS1145EXOIg. D~, SEE SHEET 6.240m(RAD) (RAD) PER 64/39) PARcj~.'/, 4 EXHIBIT L =7. $88m SKETCH TO ACCOMPANY A LEGAl DESCRIPTION FOR EDINGER A VENUE PARCEL 1001 L2 (BORCHARD REDHILL) CONTAINING 268.975 SQUARE ~tETERS ~ J.N. 10-034145.14 H.. tGRP51PDATA ~34 t451D~lEXH[BIT$i 145EXO20.D~ EXHIBIT B Escrow Instructions 1. Escrow City and Seller agree to open escrow in accordance with Section 2 of this Agreement. This Agreement constitutes the joint escrow instructions of City and Seller, and Escrow Agent to whom these escrow instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time. As soon as possible after open of escrow, Seller will execute the Grant Deed attached to this Agreement as Exhibit "C" and deposit the executed deed with Escrow Agent on City's behalf. City agrees to deposit the purchase price upon demand of Escrow Agent. City and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. Insurance policies for fire or casualty are not to be transferred, and Seller will cancel Seller's own policies after close of escrow. All funds received in this escrow shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. Escrow Agent is Authorized and is Instructed to Comply with the Following Tax Adjustment Procedure: Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Property. In the event this escrow closes between July 1 and November 1, and the current tax information is not available from title insurer, Escrow Agent is instructed to withhold from Seller's proceeds an amount equal to 120% of the prorated amount due based upon the previous fiscal year's second half tax bill. At such time that the tax information is available, Escrow Agent shall make a check payable to the County Tax Collector for Seller's prorated portion of taxes and forward same to the City and shall refund any difference to the Seller. In the event the amount withheld is not sufficient to pay Seller's prorated portion of taxes due, the Seller herein agrees to immediately pay the difference. In the event said tax information is available, Seller's taxes shall be prorated in accordance with paragraph "C" below. From the date that tax information is available, as per paragraph "B," up to and including June 30th, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of @ 365 day year in accordance with Tax Collector's proration requirements, together with penalties and interest, if said current taxes are unpaid after December 10 and/or April 10. At close of escrow, check payable to the County Tax Collector for Seller's pro-rata portion of taxes shall be forwarded to City with closing statement. Any taxes which have been paid by Seller, prior to opening of this escrow, shall not be prorated between City and Seller, but Seller shall have the sole right, after close of escrow, to apply to the County Tax Collector of said county for refund. This refund would apply to the period after City's acquisition, pursuant to Revenue and Taxation Code Section 5096.7. 3. Escrow Agent is Authorized to and Shall: Pay and charge Seller for any amount necessary to place title in the condition necessary to satisfy this Agreement. Pay and charge City for escrow fees and closing costs payable under this Agreement. Disburse funds and deliver deed when conditions of this escrow have been fulfilled by City and Seller. The Term "close of escrow", if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. 10 4. Time is of the Essence in these Instructions and Escrow is to Close as Soon as Possible If (except for deposit of money by City, which shall be made by City upon demand of Escrow Agent before close of escrow) this escrow is not in condition to close within thirty (30) days from date of these instructions, any party who then shall have fully complied with these instructions may, in writing, demand the return of their money or property; but if none have complied, no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. 5. Permission to Enter on Premises Seller hereby grants to City, or its authorized agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. 6. Loss or Damage to Improvements Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Deed shall be at the risk of Seller. In the event that loss or damage to the real property or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Deed, City may elect to require that the Seller pay to City the proceeds of any policy of insurance which may become payable to Seller by reason thereof, or to permit such proceeds to be used for the restoration of the damage done, or to reduce the total price by an amount equal to the diminution in value of said Property by reason of such loss or damage or the amount of insurance payable to Seller, whichever is greater. 7. Closing Statement Seller instructs Escrow Agent to release a copy of Seller's statement to City; the purpose is to ascertain if any reimbursements are due Seller. 11 EXHIBIT C Form of Grant Deed 12 Order No. Escrow No. Loan No. WHEN RECORDED MAIL TO: DOCUMENTARY TRANSFER TAX $ Computed on the consideration or value of property conveyed; OR Computed on the consideration or value less liens or encumbrances remaining at time of sale, SPACE ABOVE THIS LINE FOR RECORDER'S USE Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BORCHARD REDHILL, A CALIFORNIA LIMITED PARTNERSHIP, hereinafter referred to as "Grantor" does hereby GRANT(S) in fee to the CITY OF TUSTIN, a Municipal Corporation, hereinafter referred to as "Grantee" the real property in the City of Tustin, County of Orange, State of California, described in Exhibit "A" and shown on Exhibit "B" attached hereto and by this reference made a part thereof. Dated } STATE OF CALIFORNIA } ss. COUNTY OF } On before me, personally appeared personally known to me (or proved to me on the basis of satisfacto~ evidence) to be the person(s) whose name(s) is/ars subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature MAIL TAX STATEMENTS TO: (This ama for official notarial seal) RBF CONSULTING 14725 Alton Parkway Irvine, California 92618 EXHIBIT "A" LEGAL DESCRIPTION EDINGER AVENUE PARCEL 10011, PARCEL 10011.1 PARCEL 10011.2 (BORCHARD REDHILL) Revised June 5, 2002 August 31, 1Egg JN 10-034145.14 Page 1 of 6 Those certain parcels of land situated in the City of Tustin, County of Orange, State of California, being those portions of Parcels 1, 2 and 4 as shown on a map filed in Book 64, Page 39 of Parcel Maps in the Office of the County Recorder of said Orange County, described as follows: Parcel 10011 BEGINNING at the intersection of the easterly line of said Parcel 2 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21°21'35'' East; thence along said southwesterly right-of-way line and the southeasterly right-of- way line of Redhill Avenue as shown on said parcel map through the following courses: along said curve northwesterly 129.325 meters through a central angle of 19° 17'38"; thence tangent from said curve North 49°20'47" West 4.261 meters; thence South 85038'52" West 11.209 meters; thence South 40°38'30" West 186.042 meters; thence meters radius leaving said southeasterly right-of-way line North 41° 40'08" East 34.567 to the beginning of a tangent curve concave southeasterly and having a of 43.196 meters; thence 16° 16' having along said curve northeasterly 12.269 meters through a central angle of 25" to a point of reverse curvaturewith a curve concave northwesterly and a radius of 48.683 meters, a radial line of said curve from said point RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhill) EXHTBIT "A" Revised 3une 5, 2002 August 31, 1999 3N 10.034145.14 Page 2 of 6 bears North 32° 03'27" West; thence along said curve northeasterly 13.821 meters through central angle of 16°15,57,; thence tangent from said curve North 41° 40'36" East 73.835 meters to a line parallel with and 6.096 meters southeasterly of that certain course described hereinbefore as"South 40°38'30" West 186.042 meters"; thence along said parallel line North 40° 38'30" East 50.467 meters; thence North 85° 30'50" East 11.182 meters to a point on a non-tangent curve concave northeasterly and having a radius of 385.573 meters, said curve being concentric with and 1.524 meters southwesterly of that certain curve described hereinbefore as having a radius of 384.049 meters and an arc length of 129.325 meters, a radial line of said concentric curve from said point bears North 40°23'11'' East; thence along said concentric curve southeasterly 24.499 meters through a central angle of 03°38'26"; thence non-tangent from said curve South 08° 49'26" East 6.828 meters; thence South 54° 54'53" East 13.092 meters; thence North 78° 56'29" East 6.831 meters to a non-tangent intersection with the southeasterly continuation of said concentric curve, a radial line of said curve from said intersection bears North 33° 23'35" East; thence along said curve southeasterly 7.591 meters through a central angle of 01° 07'41" to a point of reverse curvature with a curve concave southwesterly and having a radius of 12.497 meters, a radial line of said curve from said point bears South 32° 15'54" West; thence along said curve southeasterly 2.774 meters through central angle of 12° 43'03"; thence tangent from said curve South 45° 01'03" East 11.294 meters to the beginning of a tangent curve concave northeasterly and having a radius of 17.983 meters, the southeasterly terminus of said curve shall be a point of compound curvature with a curve concave northeasterly, having a radius of 389.230 meters, concentric with and 5.181 meters southwesterly of said curve having a radius of RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhill) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page 3 of 6 384.049 meters; thence along said curve having a radius of 17.983 meters southeasterly 4.851 meters through a central angle of 15°27'16" to said point of compound curvature, a radial line of said curves from said point bears North 29° 31'41" East; thence along said concentric curve southeasterly 18.593 meters through a central angle of 02° 44'13" to a point of compound curvature with a curve concave northeasterly and having a radius of 17.983 meters, a radial line of said curves from said point bears North 26° 47'28" East; thence along said curve easterly 4.851 meters through a central angle of 15° 27'16"; thence tangent from said curve South 78° 39'48" East 11.294 meters to the beginning of a tangent curve concave southwesterly and having a radius of 12.497 meters, the easterly terminus of said curve shall be a point of reverse curvature with acurve concave northeasterly, having a radius of 385.573 meters, concentric with and 1.524 meters southwesterly of said curve having a radius of 384.049 meters; thence along said curve having a radius of 12.497 meters easterly 2.774 meters through a central angle of 12°43'03" to said point of reverse curvature, a radial line of said curve from said point bears North 24° 03'15" East; thence along said concentric curve southeasterly 5.238 meters through central angle of O0° 46'42"; thence non-tangent from said curve South'22° 17'36" East 6.828 meters; thence South 68° 42'03" East 8.180 meters to a point in said easterly line of Parcel 2, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said easterly line North 21o21'35'' East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 1325.982 square meters, more or less. PARCEL 10011.1 BEGINNING at the southwesterly terminus of that certain course shown as RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised 3une 5, 2002 August 31, 1999 3N 10.034145.14 Page 4 of 6 "North 39°48'40" East 254.03 feet" (77.428 meters) along the southeasterly right- of-way line of Redhill Avenue within said Parcel i on said parcel map; thence along the easterly and northeasterly right-of-way lines of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map through the following courses: South 04°21'08'' East 11.205 meters; thence South 49°20'47" East 4.273 meters to the beginning of a tangent curve concave northeasterly and having a radius of 347.473 meters; thence along said curve southeasterly 123.692 meters through a central angle of 20°23,45,,; thence tangent from said curve South 69044'32'' East 111.207 meters; thence leaving said northeasterly right-of-way line North 68°52'09'' West 100.012 meters to a line parallel with and 1.524 meters northeasterly of that certain course described hereinbefore as "South 69°44'32' East 111.207 meters"; thence along said parallel line North 69o44'32" West 11.207 meters to the beginning of a tangent curve concentric with and 1.524 meters northeasterly of that certain curve described hereinbefore as having a radius of 347.473 meters and an arc length of 123.692 meters; thence along said concentric curve westerly 20.818 meters through a central angle of 03026'52'' to a point of compound curvature with a curve concave northeasterly and having a radius of 12.497 meters, a radial line of said curves from said point bears North 23o42'20'' East; thence along said curve northwesterly 2.313 meters through a central angle of 10°36,20,,; thence tangent from said curve North 55°41'20'' West 23.099 meters to the beginning of a tangent curve concave southwesterly and having a radius of 17.983 meters the northwesterly terminus of said curve shall be a point of reverse curvature with a curve concave northeasterly, having a radius of 342.291 meters, concentric with and 5.182 meters northeasterly of said curve having a radius of 347.473 meters; thence along said curve having a radius of 17.983 meters northwesterly 1.914 RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhill) EXHIBIT "A" Revised 3une 5, 2002 August 31, 1999 JN 10.034145.14 Page 5 of 6 meters through a central angle of 06o05'53'' to said point of reverse curvature, a radial line of said curve from said point bears North 28°12'47'' East; thence along said concentric curve northwesterly 74.321 meters through central angle of 12o26'26'' to the tangent intersection with a line parallel with and 5.182 meters northeasterly of that certain course described hereinbefore as "South 49o20'47" East 4.273 meters"; thence along said parallel line North 49o20'47" West 4.272 meters; thence North 04°21'08" West 11.209 meters to said southeasterly right-of-way line of Redhill Avenue; thence along said southeasterly right-of-way line South 40038'30" West 5.184 meters to the POINT OF BEGINNING. CONTAINING: 671.042 square meters, more or less Parcel 10011.2 BEGINNING at the intersection of the westerlY line of said Parcel 4 with the southwesterly right-of-way line of Edinger Avenue (formerly Moulton Parkway) as shown on said parcel map, said intersection being in a curve concave northeasterly and having a radius of 384.049 meters, a radial line of said curve from said point bears North 21°21'35'' East; thence along said southwesterly right-of-way line through the following courses: along said curve easterly 7.386 meters through a central angle of 01°06'07"; thence tangent from said curve South 69°44'32'' East 113.316 meters to the beginning of a tangent curve concave southwesterly and having a radius of 347.473 meters; thence along said curve easterly 12.628 meters through a central angle of 02°04,56,,; thence leaving said southwesterly right-of-way line, non-tangent from said curve South 66o16'57'' West 7.023 meters; thence North 69o18'05'' West 13.183 meters; thence North 25o11'04', West 6.949 meters; RBF Consulting Edinger Avenue Parcel 10011, Parcel 10011.1 Parcel 10011.2 (Borchard Redhi11) EXHIBIT "A" Revised June 5, 2002 August 31, 1999 JN 10.034145.14 Page 6 of 6 thence meters "South North 70036'56'' West 91.537 meters to a line parallel with and 1.524 southwesterly of that certain course described hereinbefore as 69°44'32'' East 113.316 meters"; thence along said parallel line North 6g°44'32' West 0.990 meters; thence South 65°15'07'' West 6.898 meters; thence North 68042'03'' West 12.869 meters to a point in said westerly line of Parcel 4, distant thereon South 21°21'35" West 6.240 meters from the POINT OF BEGINNING; thence along said westerly line North 21°21'35'' East 6.240 meters to the POINT OF BEGINNING. CONTAINING: 268.975 square meters, more or less. Unless otherwise noted, all bearings and distances in this description are metric ground based on the California Coordinate System, (CCC83) Zone VI NAD 1983 (1991.35 O.C.S. GPS Adjustment). SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. £XHIBIT "B" attached and by this reference made a part hereof. Gregory A. Helmer, L.S. 5134 I I I I I I I I I SEE SHEET 2 EDINGER A FENUE R=J84.04~m L=129 4 L=13.821m ..__NJ2'O$'27'~I_(R__.~)__ '25 ' PRC R=45. 196m L= 12.26£m EXHllBIT 'lB' SKETCH TO ACCOk~PANY A L£GAL DESCRIPTION FOR EDINGER A VENUE PARCEL 10011 (BORCHARD REDHILL) CONTAINING 1525.982 SQUARE I~ETERS ~ SHEET I OF $ REV. JL6E $, 2002 AUGUST 31, 1999 J.N. 10-034145. 14 H. 145EXO 1~. D~'G SCALE= 1:1000 I I SEESHEET3 EXHIBIT 'lB' SKETCH l'O ACCOI~PANY A LEGAL DESCRIPTION FOR EDINGER AVENUE PARCEL 100! 1.1 (BORCHARD REDHILL.) CONTAINING 671.042 SOUARE METERS~ I. ~ N28'12'47"E__{R__AD)._ " PRC 985m L=l.914m L=2.Jl3m '~"- ~_NZJ '~2 '20"E_(RAO)_ PCC I 1.207m P.4n C~'/. -_/ SHEET 2 OF $ SHEETS r~~,~ RE'V. JUNE 5, 2002 AUGUST ,3~, 1999 J.N. 10-054145. 14 H,; IGRP51PDATA 154145tD#',StEXHIBITS1145EXOI£.D~,~ (BORCHARD REDHILL) CONTAINING 268.975 SQUARE ~ETERS ~ =~ ....... ~.~ ~v. ~ 5, 2002 A~UST ~, 1999 J.N. I~0~45.14 ~ ~GRPS~PDATA ~54 ~45~D~G~EXHIBITS~ ~45EXO20.D~G CITY LOCATION MAP COUNTY OF /- /> / COUflTY O~ ORANGE OWNER: APN: .ADDRESS: BORCHARD REDHILL (PACIFIC GULF) 430-282-02, 03, 04, 05 t542 EDINGER AVENUE, et al COTY OF NO SCALE CITY OF 'LOCATION MAP COUNTY OF ORAmG~ ./ COUflTY ORANGE OWNER: BORCHARD REDHILL ("FORMERLY THE BARN') APN: 430-281-01 ADDRESS: 14982 RED HILL AVENUE C~TY O~ COTY 0~: IRVlNE NO SCALE