HomeMy WebLinkAbout10 LIBRARY LAND PURCH 05-16-05
AGENDA REPORT
Agenda Item ~
Reviewed: ~/
City Manager
Finance Director
MEETING DATE: MAY 16, 2005
FROM:
WilLIAM A. HUSTON, CITY MANAGER
CHRISTINE A. SHINGLETON, REDEVELOPMENT AGENCY DIR.
TO:
SUBJECT:
APPROVAL OF AGREEMENT TO PURCHASE PROPERTY
AT 305 EAST MAIN STREET
SUMMARY:
City Council Approval of an Agreement to Purchase Real Property with the Tustin
Masonic Temple Association for property located at 305 East Main Street is requested.
RECOMMENDATION:
It is recommended that the City Council approve a Purchase Agreement on the subject
property and authorize the City Manager, or his designated representative to execute
the Agreement to Purchase Real Property and to carry out all actions necessary to
close the transaction including execution of all related documents.
FISCAL IMPACT:
The total purchase price of the property is $835,000 minus option payments already
made to the seller in the total amount of $21 ,350 (or a net purchase price of $813,650),
including City payment of all closing expenses. These expenses were anticipated and
budgeted in the Capital Improvement Program Budget for Fiscal Year 2004-2005.
BACKGROUND:
Based on negotiation direction provided by the City Council on price and terms of
payment over the last few months, staff have now reached agreement with the Tustin
Masonic Temple Association on the City's purchase of the property located at 305 East
Main Street.
The Purchase and Sale agreement approved by the City Attorney is attached.
Page 2
Page 2 of 2
Agenda Report
Purchase of 305 E. Main Street
Pursuant to the California Environmental Quality Act (EQA) (California Public
Resources Code Section. et. seq. 21000) and the State CEQA Guidelines (Title 14
California Code of Regulations, Section 16000 et. seq.), the City of Tustin previously
proposed an Initial Study for the project which included acquisition of privately owned
properties, certifying completion of a Negative Declaration by the adoption of Resolution
02-49 and filed a notice of Determination with the County Recorder's Office on May 30,
2002. No further environmental action is necessary.
AGREEMENT TO PURCHASE REAL PROPERTY
TUSTIN, CALIFORNIA
"A'(
THIS AGREEMENT is entered into this Ä day of ~, 2005, by and among the City
of Tustin, a municipal corporation of the State of California ("the City"), and Tustin Masonic
Temple Association, a California Non-Profit Mutual Benefit Corporation (hereinafter "Seller").
RECITALS
1. Seller owns improved real property at, Tustin, California, which is shown on
Exhibit "A" (the "Property"), together with the structures and improvements. 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.
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 all of the right, title
and interest of the Seller in the Property to City and City agrees to purchase the Property
from Seller. The total purchase price, payable in cash through escrow, shall be Eight
Hundred and Thirty Five Thousand Dollars ($835,000)(the "Purchase Price") for the transfer
of lien-free, merchantable fee title to the Property, all improvements thereon and all
easements appurtenant thereto, together with all of the other right, title and interest of the
Seller in the Property. 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 applicable state law including but not limited to claims for relocation
benefits and loss of goodwill.
Section 2. Timeframe for Completion of Obligations/Escrow
2.1 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"),
at 2 First American Way, Santa Ana, California, 92707, Attention: Robert Benvenute
("Escrow Officer").
2.2 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. As soon as possible after opening of
PURCHASE AGREEMENT
PAGE 1
April 26, 2005
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
1 above minus the Option Payments and Extended Option Payments already made to Seller
pursuant to the Option to Purchase Agreement and Amendments to Option to Purchase
Agreement previously entered into between the City and Seller in the total amount of
$21,350, payable to Seller. The closing date for the escrow shall be no later than 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 AL TA title insurance referenced in Section 8.1.
Section 3. Seller's Representations and Warranties
3.1 Seller Represents and warrants to the City, as follows (for purposes of this Section
3.1, whenever the phrase "to Seller's current actual knowledge" or words of similar import
are used, they shall be deemed to refer to current actual knowledge of David A. Poole, Jr.,
at the times indicated only and not any implied, imputed or constructive knowledge, without
any independent investigation having been made or implied duty to investigate the matter in
question):
3.1.1 Seller has taken all action necessary to authorize its execution and
delivery of this Agreement and the performance of its obligations hereunder and the persons
executing this Agreement on behalf of the Seller are duly authorized to do so by the Seller.
3.1.2 The execution and performance of this Agreement and the documents
contemplated hereby do not violate and are not restricted by any other agreement,
contractual obligation, court order or law to which the Seller is a party or by which the Seller
is bound.
3.1.3 Warranty Against Easements Not of Record.
To the current, actual knowledge of Seller, Seller warrants to City that 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.
3.1.4 Warranty of No Governmental Action or Violations.
Except for the possible non-compliance of the Property with the Americans with
Disabilities Act, 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, regulation, or
administrative or judicial order affecting the Property, nor is there any judicial order or holding
affecting the Property, whether affecting the Property or any improvements on the Property,
nor has Seller received any written notice that there is there any condemnation, zoning
change, or other proceeding or action (including legislative action) pending, threatened, or
contemplated by any governmental body, except City of Tustin, authority, or City that will in
any way affect the size or use of, improvements or construction on, or access to the Property
PURCHASE AGREEMENT
PAGE 2
April 26. 2005
by City. This warranty does not apply to governmental action where notice has not been
provided to Seller.
3.1.5 Warranty Against Contracts Concerning Property.
To the current, actual knowledge of Seller, except for the existing lease for the
Property to Cathy Klein (who has remarried and changed her name to Cathy Sipia) for
operation of the Property as "Cathy's Kids Club", Seller as of the date of this Agreement
and as of close of escrow 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
anyone.
3.1.6 Warranty Against 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.
3.1.7 Environmental Compliance.
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, Seller's Lessee or
any other person using the Property with Seller's actual knowledge and consent, 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 City 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.
Notwithstanding the foregoing, Seller makes no representation or warranty regarding the
migration of hazardous materials on or under the Property from any other property or the
incorporation of asbestos or lead-based paint in the improvement on the Property.
PURCHASE AGREEMENT
PAGE 3
April 26, 2005
For a period of three years after the Close of Escrow, Seller hereby agrees to
indemnify, protect, hold harmless, and defend the City of Tustin, its council members,
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 but shall not include
such costs attributable to the possible incorporation of asbestos or lead-based paints in the
improvement to the Property with Seller's consent or actual knowledge that occurred while
Seller owned the Property. Seller's indemnity shall survive close of escrow.
3.2 Representations and Warranties of the City. The City represents and warrants
to the Seller, as follows:
3.2.1 The City is a municipal corporation, organized, validly existing and in
good standing under the laws of the State of California, with the full power and authority to
enter into this Agreement and fulfill its obligations hereunder.
3.2.2 The persons executing this Agreement on behalf of the City are duly
authorized to do so by the City.
3.2.3 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.
3.2.4 "AS IS" Purchase. Other than expressly set forth in Section 3.1 to this Agreement, (a)
city acknowledges, warrants and agrees that City is acquiring the Property in its "AS IS"
condition, WITH ALL FAULTS, IF ANY,AND WITHOUT ANY WARRANTY, EXPRESS OR
IMPLIED, and (b) neither Seller nor any agents, representatives, or employees of Seller have
made any representations or warranties, direct or indirect, oral or written, express or implied,
to City or City's agents with respect to the condition of the Property, its fitness for any
particular purpose, or its compliance with any laws, and City does not rely upon any such
representation. Except as otherwise provided in Section 3.1, City is relying solely on it own
investigation as to the Property and its value and its assuming the risk of any adverse
physical, economic or other conditions.
Section 4. City's Obligations is Subject to Conditions
PURCHASE AGREEMENT
PAGE 4
April 26, 2005
City's obligation to perform this Agreement is subject to City's approval of the condition
of title, described in Sections 4.1 and 4.2, City's approval of the condition of the Property
described in Section 4.3, receipt of information required in Section 4.4, and no breach of
representations or failure to cure any disapproved conditions or conditionally approved items,
as described in Sections 4.5 and 4.6 The satisfaction (or waiver by the City) or each of the
following conditions are also conditions precedent for the Close of Escrow to occur:
4.1 First American Title Insurance Company shall be able to issue in favor of City
an AL TA 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.
4.2 Promptly, upon opening of escrow, Escrow Holder shall furnish City with a title
commitment for an AL TA 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.
4.3 Approval by the City of a soils condition and environmental condition of the
Property and the structures thereon within fifteen (15) days following opening of Escrow.
City's obligation to close escrow is contingent upon City's approval of the
condition of the Property at its 'sole discretion. City shall give Seller's counsel Steven C.
Crooke with Price, Crooke & Gary, Inc. one (1) day prior telephonic notice at (949) 261-2233
of City's or City's consultants' intent to undertake non-invasive testing on the Property. This
notice shall include a general description of the location on the Property and the nature of the
non-invasive testing. City in conjunction with its examination of the soils and environmental
condition of the Property has decided that it will not do any invasive testing. City agrees to
indemnify, defend, protect and hold Seller harmless from any all claims, liability, damage,
cost or expense in connection with any non-invasive tests and inspections, except to the
extent of pre-existing conditions on the Property arising from the negligence or intentional
acts of Seller. City shall keep the land clear and free of any mechanics liens or materialsmen
liens arising out of the City's entry on the Property.
4.4 Receipt and approval by the City of a copy of each Lease between the Seller and
each Tenant on the Property that the Seller represents to be true and correct, together with a
written accounting of the balance, if any, of prepaid rent, deposits or other amounts payable
by each Tenant to the Seller within fifteen (15) days following the opening of Escrow and
PURCHASE AGREEMENT
PAGE 5
April 26, 2005
receipt by the Escrow Holder (pending the delivery to the City upon the Close of Escrow) of a
written assignment of Lease from the Seller to the City as fully executed by the Seller.
4.5 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.
4.6 If the Seller elects to cure any disapproved or conditionally approved item
pursuant to Section 8, but thereafter fails to complete the cure or correction of such item
before the Close of Escrow, then the terms and conditions of Section 8.5 shall also apply.
Section 5. 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 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 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 6. 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 7. Warranties to Survive Close of Escrow
PURCHASE AGREEMENT
PAGE 6
April 26. 2005
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 deed, and that City either expressly waives or does not object
to before such tender, shall not survive tender of the deed.
Section 8. 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 9. 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 10. 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 11. 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 12. 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.
Executed on the date first above written.
CITY OF TUSTIN
By:
William Huston, City Manager
PURCHASE AGREEMENT
PAGE 7
April 26. 2005
ATTEST:
Pamela Stoker
Clerk to the City
APPROVED AS TO FORM:
Lois E. Jeffrey
City Attorney
PURCHASE AGREEMENT
SELLER
TUSTIN MASONIC TEMPLE
ASSOCIATION
By:
& ;'//1
..' ," ~ ¡;~fiP
Dale K. Babb, President
By:
j)~a~
David A. Poole, Secretary
( Signature from President, or combined signatures
of a Vice President and corporate secretary, or other
corporate representative, if supported by an
attached corporate resolution authorizing such
signature)
PAGE 8
Aprtl 26. 2005
EXHIBIT "A"
LEGAL DESCRIPTION
The land is situated in the State of California, County of Orange, City of Tustin, and is
described as follows:
Parcel A:
Lot 20 of Tract 2187, as shown on a map thereof recorded in Book 105, Pages 37 and 38 of
Miscellaneous Maps, records of Orange County, California
Parcel B:
Parcel 1, as shown on a Map filed in Book 16, Page 8 of Parcel Maps, in the Office of the
County Recorder of Orange County, California
LEGAL DESCRIPTION
PAGE 9
APRIL 26, 2002
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 minus the Option Payments and Extended
Option Payments already made to Seller pursuant to the Option to Purchase Agreement and
Amendments to Option to Purchase Agreement previously entered into between the City and
Seller in the total amount of $21,350, 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.
Prior to Close of Escrow, the Seller shall collect all rent and other charges payable by
the Tenant(s) to the Seller under the Lease(s) and the Seller shall maintain the Property and
provide such repair of the Property as necessary and reasonable to accommodate the
residency of such Tenant(s). The Seller shall not waive, adjust, credit or otherwise modify
any provision of the Lease(s) or any amount of rent or other charge due and payable by the
Tenant to the Seller under the Lease(s), without the prior written approval of the City. If the
Tenant defaults or breaches any term or covenant of the Lease, the Seller shall promptly
notify the City of the default or breach.
All rent and other amounts payable to the Seller under the Lease(s) and other income,
if any, from the Property and all expenses, charges and costs imposed on the Seller under
the Lease or upon the Property, if any, shall be prorated between the City and Seller as of
the Close of Escrow. All Security deposits and advance rents received by the Seller under
the Lease(s) as of the Close of Escrow shall be credited against the Purchase Price and
shall be deemed to have been transferred by the Seller to the City, as of the Close of
Escrow. The City agrees to indemnify and hold the Seller harmless from and against any
claim made against the Seller by a Tenant in lawful possession under the Lease for such
security deposit, or advanced rent or other prepaid charge or expense payable by the Tenant
to the Seller (or the account of the Seller) under the Lease(s). The foregoing obligation of the
City shall service the recordation of the Deed.
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.
2.
3.
Escrow Agent is Authorized and is Instructed to Comply with the Following Tax
Adjustment Procedure:
A.
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.
B.
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.
C.
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.
D.
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.
Escrow Agent is Authorized to and Shall:
A.
Pay and charge Seller for any amount necessary to place title in the condition
necessary to satisfy this Agreement.
B.
Pay and charge City for escrow fees and closing costs payable under this
Agreement.
C.
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.
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. Provisions of Section 4.3 of the Agreement shall
apply to any non-invasive testing.
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.
Exhibit C
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City ofTUSTIN
300 CENTENIAL WAY
TUSTIN, CA 92780
Attention: Assistant City Manager
(SPACE ABOVE LINE RESERVED FOR RECORDER'S USE)
DOCUMENTARY TRANSFER TAX (FREE RECORDING
REQUESTED Essential to acquisition by City of Tustin,
California See Gov!. Code 6103)
Computed on the value of the property conveyed; OR
Computed on the consideration or value less liens or
encumbrances remaining at time of sale.
signature of Declarant or Agent
determining tax-firm name
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged,
TUSTIN MASONIC TEMPLE ASSOCIATION, A CALIFORNIA NON-PROFIT MUTUAL BENEFIT
CORPORATION
Hereby grant(s) to
THE CITY OF TUSTIN, A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA
the reai property in the City of TUSTIN, County of ORANGE, State of California, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND
BY THIS REFERENCE MADE A PART HEREOF
(SIGNATURE PAGE FOLLOWS)
Date:
2005
TUSTIN MASONIC TEMPLE
ASSOCIATION, A
CALIFORNIA NON-PROFIT
MUTUAL BENEFIT
CORPORATION
By:
David A. Poole, Its Secretary
STATE OF CALIFORNIA
}
} ss.
}
COUNTY OF ORANGE
On .2005, before me, , NOTARY PUBLIC
personally appeared DAVID A. POOLE, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity and that by his
signature on the instrument the person(s) or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
Signature
(SPACE ABOVE FOR SIGNATURE)
EXHIBIT "A"
LEGAL DESCRIPTION
The land is situated in the State of California, County of Orange, City of Tustin, and is
described as follows:
Parcel A:
Lot 20 of Tract 2187, as shown on a map thereof recorded in Book 105, Pages 37 and
38 of Miscellaneous Maps, records of Orange County, California
Parcel B:
Parcel 1, as shown on a Map filed in Book 16, Page 8 of Parcel Maps, in the Office of
the County Recorder of Orange County, California