HomeMy WebLinkAbout08 PURCHASE PROPERTY 11-17-03AGENDA REPORT
Agenda Item
Reviewed:
City Manager
Finance Director
MEETING DATE: NOVEMBER 17, 2003
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
PUBLIC WORKS DEPARTMENT/ENGINEERING DIVISION
APPROVAL OF AN AGREEMENT TO PURCHASE REAL PROPERTY
FOR THE NEWPORT AVENUE EXTENSION, STATE ROUTE 55
NORTHBOUND RAMP RECONFIGURATION, VALENCIA AVENUE AND
DEL AMO AVENUE WIDENING PROJECT - PHASE 1
(APN 430-253-014, CATELLUS FINANCE 1, L.L.C.) (CIP NO. 7130)
SUMMARY
The proposed Agreement to Purchase Real Property will begin the final process for the City to
acquire the needed right-of-way at 15222 Del Amo Avenue (APN 430-253-014) to construct the
Newport Avenue Extension, SR-55 Northbound Ramp Reconfiguration, Valencia Avenue and Del
Amo Avenue Widening Project- Phase 1 (CIP No. 7130).
RECOMMENDATION
It is recommended that the City Council take the following actions:
Adopt Resolution No. 03-127 finding that the acquisition of a portion of Assessor's
Parcel No. 430-253-014 was considered in the final environmental determination for the
Newport Avenue Extension, SR-55 Northbound Ramp Reconfiguration, Valencia
Avenue and Del Amo Avenue Widening Project - Phase 1 (CIP No. 7130) and
approving the Purchase Agreement with Catellus Finance 1, L.L.C. (hereinafter
"Seller").
Authorize the Mayor and City Clerk to execute the Purchase Agreement with the Seller,
Catellus Finance 1, L.L.C., on behalf of the City.
FISCAL IMPACT
The City's Capital Improvement Program (CIP) budget for FY 2003-2004 appropriates funds for right-
of-way acquisition for this project. The FY 2003-2004 budget for right-of-way acquisition is comprised
of Measure "M" Competitive funds, Measure "M" Turnback funds, Tustin Community Redevelopment
Agency-South Central funds, and Community Development Block Grant (CDBG) funds. Approval of
the Purchase Agreement will authorize an expenditure of $17,500 for right-of-way acquisition.
Escrow and title fees will be additional costs. These costs are estimated at $2,000. A Temporary
Construction Easement (TCE) is also required, but based on a prior Offer of Dedication from the
Seller recorded on June 17, 1994, the TCE will be offered to the City at no cost.
Approval of an Agreement to Purchase Real Property for the Newport Avenue Extension, State
Route 55 Northbound Ramp Reconfiguration, Valencia Avenue and Del Amo Avenue
Widening Project- Phase 1 (APN 430-253-014)
November 17, 2003
Page 2
BACKGROUND
A description of Phase 1 of the Newport Avenue, State Route 55 Ramp Reconfiguration, Valencia
Avenue and Del Amo Avenue Widening Project is as follows:
Extension and widening of Newport Avenue south approximately 1,800 lineal feet from
Edinger Avenue to Valencia Avenue. The proposed Newport Avenue extension will be
a six (6) lane Major Arterial. The proposed features include three (3) lanes in each
direction, raised medians, sidewalks, and bike lanes. Extended double left turn lanes
and a separate right turn lane to the SR-55 on ramps will be provided.
Realignment of Del Amo Avenue to intersect with the SR-55 ramps and Newport
Avenue. Del Amo Avenue will also be widened to allow for four (4) lanes and provide
an added access route to SR-55. A portion of Del Amo Avenue no longer needed for
street purposes will be vacated after the project. The realignment of Del Amo Avenue
will also necessitate the relocation of a Southern California Edison 66kv Transmission
Line that is currently located along Del Amo Avenue. The line is proposed to be under
grounded.
Reconstruction of the SR-55 northbound ramps. The current loop ramps at SR-55 and
Edinger Avenue will be removed and replaced by hook ramps approximately 1,200
lineal feet south of Edinger Avenue. This configuration offers many advantages
including an improved level of service and a reduced weaving pattern on the freeway.
· Widening of the north side of Valencia Avenue from the new intersection with Newport
Avenue easterly 350 feet to the existing railroad spur line tracks.
Construction of a new Edinger Avenue and Newport Avenue intersection and widening
of Edinger Avenue around the intersection. Edinger Avenue at Newport Avenue will be
lowered approximately three (3) feet to accommodate design requirements for the
Newport Avenue extension to the north (Phase II). As part of a separate project,
Edinger Avenue will be widened to three (3) lanes in each direction to major arterial
status. The widening of Edinger Avenue is a part of the Orange County Transportation
Authority's Measure M Smart Street Program.
New signalized intersections will be provided along Newport Avenue at Edinger
Avenue, SR-55 ramps/Del Amo Avenue, and Valencia Avenue. The existing signalized
intersection at Del Arno Avenue/Edinger Avenue will be modified to accommodate the
widened roadways. Provision for a future signal at a mid-block commercial driveway
on Newport Avenue north and south of the SR-55/Del Arno Avenue intersection will be
made.
Approval of an Agreement to Purchase Real Property for the Newport Avenue Extension, State
Route 55 Northbound Ramp Reconfiguration, Valencia Avenue and Del Arno Avenue
Widening Project- Phase 1 (APN 430-253-014)
November 17, 2003
Page 3
· Existing landscaping affected by the construction will be replaced in-kind and new
landscaping will be provided adjacent to the reconstructed SR-55 ramps.
DISCUSSION
In order to construct the improvements, right-of-way is required from six (6) properties in the form of
acquisitions and/or Temporary Construction Easements (TCE) or payment of severance damages.
For the subject parcel located at 15222 Del Amo Avenue (APN 430-253-014) acquisition and a TCE
are required.
The cost for acquisition and obtaining the TCE for the parcel owned by the Seller, Catellus Finance 1,
L.L.C., is as follows:
Acquisition Cost $17,500
TCE Cost $ 0
Total Cost $17,500
Based on a prior Offer of Dedication from the Seller recorded on June 17, 1994, the TCE is required
to be offered to the City at no cost.
The owner, Catellus Finance 1, L.L.C., has signed the Purchase Agreement for the right-of-way
acquisition required at 15222 Del Amo Avenue (APN 430-253-014). The owner will also sign the TCE
for APN 430-253-014. The TCE will be accepted immediately preceding the construction phase of
the project.
Tim D. Serlet ~ ' ~
Director of Public Works/City Engineer
Engineering Services Manager
Attachments:
Resolution No. 03-127
Purchase Agreement
Location Map
S:\City Council Items\2003 Council Items~Approval of Real Prep Purchase Catellus - 7130.doc
RESOLUTION NO. 03-127
A RESOLUTION OF THE Gl'DY COUNCIL OF THE CITY OF TUSTIN,
CALIFORNIA FINDING THAT THE ACQUISITION OF A PORTION OF
ASSESSOR'S PARCEL NO. 430-253-014 (15222 DEL AMO AVENUE) WAS
CONSIDERED IN THE FINAL ENVIRONMENTAL DETERMINATION FOR THE
NEWPORT AVENUE EXTENSION, STATE ROUTE 55 NORTHBOUND RAMP
RECONFIGURATION, VALENCIA AVENUE AND DEL AMO AVENUE WIDENING
PROJECT - PHASE 1, (CIP NO. 7130) AND APPROVING THE PURCHASE
AGREEMENT
The City Council of the City of Tustin hereby resolves as follows:
WHEREAS, the acquisition of a portion of Assessor's Parcel No. 430-253-014 is
needed for public use, namely to be utilized for the Newport Avenue Extension, State
Route 55 Northbound Ramp Reconfiguration, Valencia Avenue and Del Amo Avenue
Widening Project - Phase 1 (CIP No. 7130) (hereinafter referred to as the "Project")
within the City of Tustin; and
WHEREAS, on May 5, 2003, the Tustin City Council certified that Final
Environmental Impact Report 90-1 as revised by Final Supplement #1 adequately
addressed the environmental effects of the Project; and
WHEREAS, the acquisition of property, including a portion of Assessor's Parcel No.
430-253-014 was considered in Final Environmental Impact Report 90-1 as revised by
Final Supplement #1; and
WHEREAS, State law authorizes the City to acquire the property for the above
stated purpose; and
WHEREAS, the owner of Assessor's Parcel No. 430-253-014 (15222 Del Amo
Avenue) has executed the Purchase Agreement.
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 effects of the proposed
acquisition were considered in Final Environmental Impact Report 90-1 as
revised by Final Supplement #1 and that no additional environmental review is
required.
Resolution No. 03-127
November 17, 2003
Page 2
2. PUBLIC USE
The public use for which a portion of Assessor's Parcel No. 430-253-014 is
needed is for improvements to the roadway system, to wit, Newport Avenue
Extension, State Route 55 Northbound Ramp Reconfiguration, Valencia
Avenue and Del Amo Avenue Widening Project - Phase 1, (CIP No. 7130),
within the City of Tustin.
3. DESCRIPTION OF PROPERTY AND EXTENT OF PROPERTY AFFECTED
The property to be acquired is described as a portion of Assessor's Parcel No.
430-253-14, its address being 15222 Del Amo Avenue, and more particularly
described in Exhibit A, Legal Description of Property attached and incorporated
herein by reference. The Purchase Agreement is attached as Exhibit 1.
4. STATUTORY FINDING
The City Council makes the following additional findings:
The public interest and necessity require the Newport Avenue Extension,
SR-55 Northbound Ramp Reconfiguration, Valencia Avenue and Del Amo
Avenue Widening Project - Phase 1 (ClP No. 7130) 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.
The property described above is necessary for the proposed Newport
Avenue Extension, SR-55 Northbound Ramp Reconfiguration, Valencia
Avenue and Del Amo Avenue Widening Project- Phase I (CIP No. 7130).
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 Agreement is 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 property.
Resolution No. 03-127
November 17, 2003
Page 3
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.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Tustin held on the 17th day of November 2003.
ATTEST:
Tracy Worley Hagen, Mayor
City Clerk
AGREEMENT TO PURCHASE REAL PROPERTY
A Portion of 15222 Del Amo Avenue, Tustin, California
THIS AGREEMENT is entered into this __ day of , 2003, by
and among the City of Tustin, a municipal corporation (hereinafter "City"), and Catellus
Finance 1, L.L.C., a Delaware Limited Liability Company (hereinafter "Seller").
RECITALS
1. Seller owns improved real property at 15222 Del Amo Avenue, Tustin,
California, (the "Larger Property"), a portion of which is shown on Exhibit "A" (hereinafter
referred to as the "Subject Property"). Exhibit "A" is attached hereto and is incorporated
herein by this reference.
2. The City desires to acquire the Subject Property for a potential future public
purpose.
3. The Seller desires to sell the Subject Property to the City on the terms and
conditions contained herein.
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 Subject Property
On the terms and conditions set forth herein, Seller agrees to sell the Subject
Property to City, and City agrees to purchase the Subject Property from Seller. The
total "Purchase Price", payable in cash through escrow, shall be Seventeen Thousand
Five Hundred Dollars ($17,500.00). 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. Notwithstanding anything
contained herein to the contrary, the Subject Property shall be conveyed subject to the
following matters: (a) local, state, and federal laws, ordinances, or governmental
regulations, including, but not limited to, building and zoning laws, ordinances, and
regulations, now or hereafter in effect relating to the Subject Property; (b) such state of
facts as may be shown on a current survey; (c) all matters which could be ascertained
by a physical inspection of the Subject Property; (d) the standard preprinted form
exceptions set forth in an ALTA Owners Title Policy; and (e) those matters to which City
does not object, as provided in Section 8.2.
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 Chicago Title Insurance Company ("Escrow Holder") 16969 Von Karman,
Irvine, California, 92606, Attention: Margie Wheeler ("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 Holder's form agreement containing terms acceptable to the City and Seller. At
least one (1) business day before the Closing Date (as hereinafter defined), and subject
to City's compliance with its obligations contained in this Agreement, .Seller shall
execute the Grant Deed attached hereto as Exhibit "C" (the "Grant Deed") and
incorporated herein by this reference, and shall deposit the Grant Deed with the Escrow
Officer. Subject to the conditions described in Section 8, City shall deposit into escrow
(i) the Purchase Price, payable to Seller, (ii) any amounts shown on the estimated
closing statement related to escrow and closing costs. 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. City shall pay all escrow and closing
costs, except in the event that the purchase contemplated herein is not consummated
as a result of a default by Seller of Seller's obligations hereunder. City shall also pay the
costs of the ALTA title insurance referenced in Section 8.1.
Section 3. Warranty Against Easements Not of Record
To the actual knowledge of Seller, Seller warrants to City that as of the date of
this Agreement and as of the Close of Escrow, Seller has not granted any unrecorded
easements or licenses on the Subject Property.
Section 4. Warranty of No Governmental Action
To the actual knowledge of Seller, Seller warrants that Seller has not received
written notification from any governing or regulatory entity of any existing, uncured
violation of any law, ordinance rule, or administrative or judicial order affecting the
Subject Property, that will in any way affect the size or use of, improvements or
construction on, or access to the Subject Property by City.
Section 5. Warranty Against Contracts Concerning Subject Property
To the actual knowledge of Seller, except as disclosed by the Title Documents,
Seller warrants that as of the date of this Agreement and as of Close of Escrow, Seller
has not entered into any contracts, leases, or licenses, respecting the Subject Property,
or for the performance of services on the Subject Property, or for the use of the Subject
Property or any part of it or any agreement or contract of any kind pertaining to the
Subject Property by which City will become obligated or liable to anyone.
Section 6. Warranty Against Violations
To the actual knowledge of Seller, Seller warrants and represents that as of the
date of this Agreement and as of Close of Escrow, Seller has not received written notice
of any existing, uncured violation of any statute, ordinance, regulation, or administrative
or judicial order or holding, with respect to the Subject Property or any improvements on
the Subject Property.
Section 7. Environmental Compliance
7.1 To the actual knowledge of Seller, Seller warrants and represents that,
during the time in which Seller has owned the Subject Property, neither Seller nor,
anyone acting at Seller's direction or with Seller's consent, has used, generated,
manufactured, produced, stored or disposed of, on, under, or about the Subject
Property or transported to or from the Subject 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 actual knowledge
of Seller, Seller has not received written notice of 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 Subject Property or
their migration from the subject 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 Sections 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.
Section 8. City's Obligation is Subject to Conditions
City's obligation to purchase the Subject Property 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 Subject Property described in Section 8.3, and no breach of representations, as
described in Section 8.4.
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8.1 Chicago 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 Subject 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 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 terminated, 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 Subject Property at its sole discretion.
Seller hereby grants to City, or its authorized agents, permission to enter upon
the Subject Property at all reasonable times prior to the Close of Escrow for the purpose
of making necessary or appropriate inspections, provided that City hereby agrees to
indemnify, defend, protect and hold Seller harmless from and against any and all loss,
cost, or damage to the Subject Property arising out of actions taken by City or its
agents, engineers, or consultants. City shall give Seller at least two (2) business day's
prior notice of any visit or tests describing who will visit and the nature of such visit
and/or tests. Seller shall be entitled to have a representative present during any visits
or tests. No invasive tests (including, without limitation, soils and water samples and
soils borings) shall be conducted without Seller's consent, which may be withheld in
Seller's sole discretion. Except that City may terminate this Agreement if City requests
permission to test and it is denied. City shall furnish Seller with copies of all reports
prepared by or for City with respect to the Subject Property.
8A 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.
8.5 Except as set forth in this Agreement, the Subject Property is being
acquired by City as an "AS IS" "WHERE IS" condition and "WITH ALL FAULTS" existing
as of the Close of Escrow. City acknowledges that is will be acquiring the Subject
Property on the basis of its own investigations. Except as expressly set forth in this
Agreement, no representations or warranties have been made or are made and no
responsibility has been or is assumed by Seller or by any officer, person, firm, agent, or
representative acting or purporting to act on behalf of the Seller as to condition or repair
of the Subject Property or the value, expense of operation, or income potential thereof,
the reliability of any information furnished to City or as to any other fact or condition
which has no might affect the Subject Property or the condition, repair value, expense
or operation, or income potential of the Subject Property or any portion thereof.
Section 9. Warranty Against Litigation Concerning the Subject Property
To Seller's actual knowledge, as of the date of this Agreement and as of Close of
Escrow, Seller has not received written notice that any litigation is or will be pending
against Seller regarding the use, operation, development, condition, or improvement of
the Subject Property, or regarding any right, title, or interest in the Subject Property.
Section 10. Threat of Condemnation
Seller and City acknowledge that the purchase and sale of the Subject Property
has been negotiated under the threat of condemnation of the Subject 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 Subject
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 with
respect to the Subject 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 Subject
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, 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. Warranties to Survive Close of Escrow
Except as expressly provided herein, all warranties, covenants, and other
obligations stated in this Agreement shall survive Close of Escrow. All warranties,
covenants, and other obligations that the City discovers to be breached before tender of
the Grant 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. Notwithstanding the foregoing, City may not assign this Agreement not
any of the rights or benefits thereof including, without limitations, the benefit of the
representations and warranties contained herein, to any third party either before or after
the Close of Escrow without the written consent of Seller which may be given or
withheld in Seller's sole discretion, and any such unauthorized attempted assignment
shall be null and void.
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. Seller's Actual Knowledge Defined
In the case of any representations and warranties made to the "actual knowledge
of Seller", such knowledge shall be deemed to be the current, conscious knowledge of
Cheryl Todd, the Asset Manager for the region in which the Subject Property is located,
without imputation of knowledge or duty of investigation or inquiry. In addition, Seller
shall not be liable .to City for any representation or warranty which is untrue at the time
of the Close of Escrow and with respect to which City had knowledge thereof at that
time.
Section 19. Brokers
Each party represents hereby to the other that it dealt with no broker in the
consummation of this Agreement and each party indemnifies the other from any claim
arising from the failure of such representation by the indemnifying party.
Section 20. No Recordation
It is hereby agreed that this Agreement shall not be filed for recording with any
governmental body.
Section 21. Notices
Any notice, consent, or approval required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given upon (i) hand
delivery, (ii) one business day after being deposited with Federal Express or other
reliable overnight courier service for next day deliver, (iii) upon facsimile transmission
(except that if the date of such transmission is not a business day, then such notice
shall be deemed to be given on the first business day following such transmission), or
(iv) two business days after being deposited in the United States mail, registered or
certified mail, postage prepaid, return receipt required, and addressed as follows:
To Seller:
Catellus Finance 1, EEC.
12501 East Imperial Highway, Suite 550
Norwalk, CA 90650
Attention: Cheryl Todd
Phone: (562) 466-5305 Fax: (562) 484-3760
Catellus Finance 1, EEC.
201 Mission Street, Second Floor
San Francisco, CA 94105
Attention: Gina Beckett
Phone: (415) 974.4500 Fax: (415) 974.4502
To City:
Tim D. Serlet, Director of Public Works/City Engineer
City of Tustin
300 Centennial Way
Tustin, CA 92780
Phone: (714) 573-3150
Fax: (714) 734-8991
Executed on the date first above written.
CITY OF TUSTIN
ATTEST:
By:
Pamela Stoker
City Clerk
APPROVED AS TO FORM:
Lois E. Jeffrey
City Attorney
CBy:
Its:
Catellus Finance 1, EEC., A Delaware Limited Liability Company:
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'EXHIBIT A
Legal Description of Property
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EXHIBIT 'A'
LEGAL DESCRIPTION
PARCEL CAT-6
THAT PORTION OF PARCEL 3, LOT LINE ADJUSTMENT 90-03, IN THE CITY OF
TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED AS
INSTRUMENT NUMBER 90-466900 OF OFFICIAL RECORDS, RECORDS OF SAID
COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF DEL AMO
AVENUE (21.336 METERS WIDE) WITH THE CENTERLINE OF VALENCIA
AVENUE (24.384 METERS WIDE) AS SHOwN ON SAID LOT LINE
ADJUSTMENT 90-03; THENCE ALONG SAID CENTERLINE OF DEL AMO
AVENUE NORTH 40o39, 12" EAST A DISTANCE OF 370:748 METERS; THENCE
LEAVING SAID CENTER_LINE SOUTH 49°21'01" EAST 10.668 METERS TO THE
SOUTHEASTERLY LINE OF SAID DEL AMO AVENUE, SAID POINT ALSO
BEING THE WESTERLY CORNER OF SAID PARCEL 3, LOT LINE ADJUSTMENT
90-03; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE OF DEL
AMO AVENUE NORTH 40039, 12" EAST 31.041 METERS TO THE TRUE POINT
OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHEASTERLY
LINE OF DEL AMO AVENUE NORTH 40039, 12" EAST 14.859 METERS TO THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY,.
HAVING A RADIUS OF 169.061 METERS, A RADIAL LINE TO SAID BEGINNING
OF CURVE BEARS SOUTH 39004'34" EAST; THENCE NORTHEASTERLY
ALONG SAID CURVE A DISTANCE OF 7.242 METERS THROUGH A CENTRAL
ANGLE OF 2°27'16"; THENCE NON-TANGENT TO SAID CURVE
SOUTH 82°36'05' EAST 5.215 METERS; THENCE SOUTH 49020'30" EAST
0.571 METERS TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 165.326 METERS, A RADIAL LINE
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June 25, 2002
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Sheet 1 of 2
1 TO SAIl) BEGINNING OF CURVE BEARS SOUTH 40°04'14" EAST; THENCE
2 SOUTHWESTERLY ALONG SAID CURVE A DISTANCE OF 25.626 METERS
3 THROUGH A CENTRAL ANGLE OF 8°52'52" TO SAID TRUE POINT OF
4 BEGINNING.
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CONTAINING 70.2 SQUARE METERS OR 0.007 HECTARES, MORE OR LESS.
SEE EXHIBIT 'B' ATTACHED HERETO AND MADE A PART HEREOF.
THIS LEGAL DESCRIPTION IS NOT INTENDED FOR USE IN THE DIVISION
AND/OR CONVEYANCE OF LAND IN VIOLATION OF THE SUBDIVISION MAP
ACT OF THE STATE OF CALIFORNIA.
PREPARED UNDER THE DIRECTION OF
WALTER A. SHEEK, PLS 4838
LICENSE EXPIRES 9/30/04
s:X2dok0103keporm\legal\eat6.doc
June 25, 2002
Lmh:LMH
Sheet 2 of 2
EDINGER AVENUE
I PARCEL 8
PRELIMINARY TITLE REPORT
I I NO. 93099046
~ CHICAGO TITLE COMPANY
PARCEL
A
~. ~ PRELIMINARY TITLE REPORT
'" ~ NO. 93099046 ,.:
> ~- ~ I CHICAGO TITLE COMPANY
J ~ J N S T, N O, 9 0 - 4 ~ ~ 9 0 0
I NOT. NO.
-- 9 0 - 4 ~ ~ 9 0 0
VALENCIA
PORTION OF PARCEL ] OF LLA 90-0~ INST NO. 90-466900. O.R. SHEET I OF
SCALE NONE
DRAFTED LCM
PSO~S CHECKED WAS
m..,.~ ~UMBER 20OKO103 TosK
EXHIBIT B
Escrow Instructions
~crow
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 Subject Property allocable to the period
prior to the Close of Escrow.
Seller's current taxes, if unpaid, shall be prorated as of the Close of
Escrow on the basis of a 365 day year in accordance with Tax Collector's
proration requirements, together with penalties and interest. Escrow
Agent shall pay and charge Seller.
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.
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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 this Exhibit or the Agreement
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.
Time is of the Essence in these Instructions and Escrow is to Close as
Soon as Possible
If this escrow is not in condition to close by the Closing Date 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 in the Agreement to Purchase
Real Property, 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. 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 Grant 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 Grant Deed, City
may elect to require that the Seller pay to City the proceeds of any policy of insurance
allocable to the Subject Project 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 Purchase Price by an amount equal to the diminution in value of said
Subject Property by reason of such loss or damage or the amount of insurance payable
to Seller, whichever is greater.
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6. 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.
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EXHIBIT C
Form of Grant Deed
13
Order No.
Escrow No.
Loan No.
WHEN RECORDED MAIL TO:
City of Tustin
City Clerk
300 Centennial Way
Tustin, CA 92780
The undersigned declares that this document is recorded for the benefit of the
City of Tustin and is therefore exempt from the payment of the recording fee
Pursuant to Government Code Section 6103 and from the payment of the
Documentary 'Transfer Tax pursuant to Revenue and Taxation Code Section
11922.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
GRANT DEED
A portion of Assessor's Parcel Number: 430-253-017
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledge, CATELLUS FINANCE 1, L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY ("GRANTOR") hereby grants to the CITY OF TUSTIN ("GRANTEE") the real property in the City
of Tustin, County of Orange, State of California, described in Exhibit "A" attached hereto and by this reference made a part
thereof (the "SUBJECT PROPERTY").
THE SUBJECT PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:
(a) All liens, encumbrances, easements, convents, conditions, and restrictions of record:
(b) All matters, which a correct survey of the Subject Property would disclose;
(c) All matters which could be ascertained by a physical inspection of the Subject Property;
(d)
Zoning ordinances and regulations and any other laws, ordinances, or governmental regulations restricting,
regulating, or relating to the use, occupancy, or enjoyment of the Subject Property.
Dated this day of ,2003
GRANTOR
CATELLUS FINANCE 1, L.L.C., a Delaware Limited Liability Company
STATE OF CALIFORNIA } ss.
COUNTY OF ~}
On day of in the year two
Thousand and__beforeme,
personally appeared
known to me (or proved to me on the basis of satisfactory 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 area for official notarial seal)
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EXHIBIT 'A'
LEGAL DESCRIPTION
PARCEL CAT-6
THAT PORTION OF PARCEL 3, LOT LINE ADJUSTMENT 90-03, IN THE CITY OF
TUSTIN, COUNTY OF ORANGE, STATE OF CALrFORNIA, RECORDED AS
INSTRUMENT NUMBER 90-466900 OF OFFICIAL RECORDS, RECORDS OF SAID
COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1
BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF DEL AMO
AVENUE (21.336 METERS WIDE) WITH THE CENTERLINE OF VALENCIA
AVENUE (24.384 METERS WIDE) AS SHOWN ON SAID LOT LINE
ADJUSTMENT 90-03; THENCE ALONG SAID CENTERLINE OF DEL AMO
AVENUE NORTH 40°39' 12" EAST A DISTANCE OF 370;748 METERS; THENCE
LEAVING SAID CENTERLINE SOUTH 49°21 '01" EAST 10.668 METERS TO THE
SOUTHEASTERLY LINE OF SAID DEL AMO AVENUE, SAID POINT ALSO
BEING THE WESTERLY CORNER OF SAID PARCEL 3, LOT LINE ADJUSTMENT
90-03; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE OF DEL
AMO AVENUE NORTH 40°39'12" EAST 31.041 METERS TO THE TRUE POINT
OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHEASTERLY
LINE OF DEL AMO AVENUE NORTH 40039, 12" EAST 14.859 METERS TO THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY,
HAVING A RADIUS OF 169.061 METERS, A RADIAL LINE TO SAID BEGINNING
OF CURVE BEARS SOUTH 39°04'34" EAST; THENCE NORTHEASTERLY
ALONG SAID CURVE A DISTANCE OF 7.242 METERS THROUGH A CENTRAL
ANGLE OF 2°27'16"; THENCE NON-TANGENT TO SAID CURVE
SOUTH 82036'05" EAST 5.215 METERS; THENCE SOUTH 49020'30" EAST
0.571 METERS TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
NORTHWESTERLY, HAVING A RADIUS OF 165.326 METERS, A RADIAL LINE
s:k2dok0103krepom\legaBcat6.doc
June 25, 2002
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Sheet 1 of 2
I
2
$
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TO SArD BEGiNN~G OF CURVE BEARS SOUTH 40004, 14" EAST; THENCE
SOUTHWESTERLY ALONG SAID CURVE A DISTANCE OF 25.626 METERS
THROUGH A CENTRAL ANGLE OF 8°52'52" TO SAID TRUE POINT OF
BEGINNING.
CONTAINING 70.2 SQUARE METERS OR 0.007 HECTARES, MORE OR LESS.
SEE EXI-IIBIT 'B' ATTACHED HERETO AND MADE A PART HEREOF.
THIS LEGAL DESCRIPTION IS NOT INTENDED FOR USE IN THE DIVISION
AND/OR CONVEYANCE OF LAND IN VIOLATION OF THE SUBDIVISION MAP
ACT OF THE STATE OF CALIleORNIA.
PREPARED UNDER THE DIRECTION OF
WALTER A. SHEEK, PLS 4838
LICENSE EXPIRES 9/30/04
s:~2dok0103 h'eports\legaBcat6.doc
lune 25.2002
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Sheet 2 of 2
_CE ED I NGER AVENUE ti ii
I EXHIBIT B
I PARCEL 8
PRELIMINARY TITLE REPORT
1 I NO. 93099046
¢-" CHICAGO TITLE COMPANY
z~ ~ .~ PARCEL A
'~ ~ ~ PRELIMINARY TITLE REPORT
~ I~ ~ NO. 93099046
> ~1 ' I CHICAGO ~ITLE COMPANY
o ~ ~---~
~l ~~ J N S T. N D,
V A L E N C I A
PORTION OF PARCEL 3 OF LLA 90-03 INST NO. SO-466SO0, O.R. SHEET
I
OF
I
SCALE NONE
DRAFTED LCM
~SO~S CHECKED WAS
3187 .ed HlllAvenue, '~50 DATE 01/02/02
ma~e~s ~UMBER 2DOKOIO3 Task, 3
LOCATION MAP
C~Y
OF
S~NTk ~N~
COUNTY
OF
OR~NG~
OWNER:
APN:
ADDRESS:
CATELLUS FINANCE 1, LL.C.
430-263-014
15222 DEL AMO AVENUE
COUgTY
OF
ORANGE
COTY
O~:
ORVImE
I~Vll~E
NO SCALE