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HomeMy WebLinkAboutC-5902 - Purchase and Sale Agreement for Real Property - 3201 Newport Boulevard and 3204 Marcus Avenuea� �qFirst American Title First American Title Company 4 First American Way Santa Ana, CA 92707 (714)250-3000 Fax -(714)913-6770 ESCROW INSTRUCTIONS: ACCEPTANCE OF AGREEMENT To: First American Title Company, Escrow Holder File No.: OSA-4706783 (RCB) r 1 Robert Benavente, Escrow officer Date: August 26, 2014 Estimated Closing Date: October 03, 2014 Purchase Price: 6,350,000.00 Re: 3204 Marcus Avenue and 3201 Newport Boulevard, Newport Beach, CA ("Property") City of Newport Beach ("Buyer") Lido Pacific, LLC ("Seller") The undersigned parties hand First American Title Company ("Escrow Holder"), that certain document entitled AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS dated August 19, 2014 ("Agreement") executed by and between Lido Pacific, LLC, a California Limited Liability Company and the City of Newport Beach, a Municipal corporation and Charter City, (together the "Parties"). Escrow Holder is hereby requested to accept the Agreement as its initial escrow instructions and to act as esc> agent for the Parties in accordance with the terms and conditions contained in said document. The Parties specifically acknowledges that the consummation of this escrow is contingent upon compliance wilt 711 some or all of the executory terms and provisions of the Agreement, and that the Parties to the Agreement are and shall be the sole persons entitled to and authorized to determine whether all of said executory terms and provisions due to be performed prior to the close of escrow have been met or complied with prior to such closg,,,, Accordingly, the Parties hereby agree that prior to the scheduled close of escrow they shall each deposit with Escrow Holder a written instruction or acknowledgement specifying that all the executory terms and provision of the Agreement, insofar as the same pertain to each said party respectively and any obligation of Escrow Holder relative thereto, have been fully met or complied with, or are waived. Further, each party shall specifically release Escrow Holder from all liability, if any, which it may have in connection with this escrow because of any party's failure to meet or comply with any such executory term or provision of the Agreement, prior to close of escrow. Deposit of written instruction or acknowledgement with Escrow Holder shall constitute each said party's specific authorization to close this escrow. General provisions of Escrow Holder are hereby incorporated in the Agreement. To the extent that the Agreement contains any provisions inconsistent with or contrary to the General Provisions, the Agreement shall remain as the agreement of the parties thereto but Escrow Holder shall be guided by the terms of their General Provisions. Funds Held Fee Agreement If funds remain in escrow on the date which is 90 days after close of escrow (or in the event escrow has not closed, 90 days after the estimated closing date set forth in these instructions) then a monthly funds held fee of $25.00 shall accrue for each month or fraction of a month thereafter that the funds, or any portion thereof, remain in escrow. Escrow Holder is authorized to deduct the monthly funds held fee directly from the funds held on a monthly, or other periodic basis (i.e. quarterly, semi-annually, etc.). By signing below, the parties acknowledge and agree to pay these sums to compensate you for your administration, monitoring, accounting, reminders and other notifications and processing of the funds so held in accordance with this funds held fee agreement. Page I of 2 BUYER: Date: APPROVED AS TO 7 IRIS: City of Newport Beach, a Municipal corporation and Charter City Vit`.-�------ -CI ,i� 1�ttorney �. By: Its Authorized Signer SELLER: Date: Lido Pacific, LLC, a California limited liability company By: Its Authorized Signer Page 2 of 2 IMPORTANT INFORMATION ABOUT THE COMPLETION OF THIS FORM PENALTIES ASSESSED BY THE TAX COLLECTOR FOR NON -COMPLETION HAVE INCREASED CA Senate Bill 507 signed into Law and effective in 2012 amends Sections of the Revenue and Taxation Code relating to taxation, increasing the penalties imposed for failure to file a change of ownership report. Because of the potential for significantly higher penalties, it is very important that you: 1) Complete the Preliminary Change of Ownership Report ("PCOR") with all information; 2) Ensure that the mailing address for the grantee is complete and accurate to ensure that the Assessor can contact you with any inquiries. The Title Company/Escrow Officer cannot help you complete this document because of liability reasons. If you are unable to complete the POOR or it is rejected for filing, the County will charge an additional $20 fee and the Assessor will mail notification to you requesting completion of the PCOR. If you don't complete and return the POOR at that time, a penalty can be assessed and added to your tax bill. I EF -502A -R01-1013-0 BOE -502-A (P1) REV. 12 (05-13) PRELIMINARY CHANGE OF OWNERSHIP REPORT To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located. NAME AND MAILING ADDRESS OF 6UYERrrRANSFEREE (fake necessary conacitons to the printed name and mailing address) r City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92663-8915 L Webster J. Guillory Orange County Assessor • Civic Center Plaza, Building 11 625 N. Ross Street, Room 142 P.O. Box 1948 • Santa Ana, CA 92702-1948 (714)834-5031 www.acgov.com/assessor ASSESSOR'S PARCEL NUMBER 423-102-03 and 423-382-05 SELLER/TRANSFEROR Lido Pacific, LLC BUYER'S DAYTIME TELEPHONE NUMBER BUYER'S EMAILADDRESS STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 3204 Marcus Avenue, 3201 Newport Boulevard, Newport Beach, CA MAIL PROPERTY TAX INFORMATION TO (NAME) ❑YES o NO This property is intended as my principal residence. If YES, please indicate the date of occupancy MO j DAY [YEAR or intended occupancy. PART 1. TRANSFER INFORMATION Please complete all statements. YES NO This section contains possible exclusions from reassessment for certain types of transfers, ❑ 0 A. This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement etc.). 0 B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of ❑ l=.l*C. ❑ F,']- D. ❑ n * E. El F. ❑ ❑✓ G. a partner, death of a partner, termination settlement, etc.). This is a transfer: ❑ between parent(s) and child(ren) ❑ from grandparent(s) to grandchild(ren). This transfer is the result of a cotenant's death. Date of death This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑ YES ❑ NO This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? ❑ YES ❑ NO This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage). If YES, please explain: ❑ 0 H. The recorded document creates, terminates, or reconveys a lender's interest in the property. ❑ 1Z] 1. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest {— (e.g,, cosigner). If YES, please explain: ❑ t� l J. The recorded document substitutes a trustee of a trust,. mortgage, or other similar document. K. This is a transfer of property: ❑ n 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑ the transferor, and/or ❑ the transferor's spouse ❑ registered domestic partner. ❑ © 2, to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant, and which names the other joint tenant(s) as beneficiaries when the creator/grantor/trustor dies. ❑ ❑ 3. to/from an irrevocable trust for the benefit of the ❑ creator/grantor/trustor andlor ❑ grantor's/trustor's spouse ❑ grantor'sitrustor's registered domestic partner. ❑ L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ ❑ M. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer. 0 N. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ 0.0. This transfer is to the first purchaser of a new building containing an active solar energy system. . Please refer to the instructions for Part 1. Please provide any other information that will help the Assessor understand the nature of the transfer. f IIIIII (( 11 [[11rr {{jj iiII THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION A002-213 EF -502A -ROI -1013-0 SOE-502-A (P2) REV' 12 (05-13) PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer, if other than recording date: B. Type of transfer: Purchase ❑ Foreclosure ❑ Gift ❑ Trade or exchange ❑ Merger, stock, or partnership acquisition (Form BOE -100-B) Contract of sale. Date of contract: ❑ Inheritance, Date of death: Sale/leaseback ❑ Creation of a lease ❑ Assignment of a lease ❑ Termination of a lease. Date lease began: Original term in years (including written options): Remaining term in years (including written options): Other. Please explain: C, Only a partial interest in the property was transferred. []YES ❑✓ NO if YES, indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A, Total purchase price Is 6,350,000.00-1 B. Cash down payment or value of trade or exchange excluding closing costs Amount $ C, First deed of trust @ % interest for years. Monthly payment $ Amount $ ❑ FHA (,Discount Points) ❑ Cal -Vet ❑ VA (!Discount Points) ❑ Fixed rate ❑ Variable rate ❑ Bank/Savings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment $ Due date: D. Second deed of trust @ % interest for years. Monthly payment $ Amount $ Fixed rate ❑ Variable rate ❑ Bank/Savings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payments Due date: E, Was an Improvement Bond or other public financing assumed by the buyer? []YES []NO Outstanding balance $ F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $ G. The property was purchased: nThrough real estate broker. Broker name: Phone number: ❑ Direct from seller ❑ From a family member -Relationship ❑ Other. Please explain: H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION Check and complete as applicable A. Type of property transferred ❑ Single-family residence ❑ Co-op/Own-your-own ❑ Manufactured home Multiple -family residence. Number of units: ❑ Condominium Unimproved [at ❑ Other. Description: (i.e., timber, mineral, water rights, etc.) ❑ Timeshare n CommercialAndustrial B. ❑YES F/� NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available. If YES, enter the value of the person aVbusiness property: $ C, ❑YES R NO A manufactured home is included in the purchase price. If YES, enter the value attributed to the manufactured home: $ F] YES R NO The manufactured home is subject to local property tax. If NO, enter decal number: D.[]YES R,/ NO The property produces rental or other income. If YES, the income is from: ❑ Leaselrent ❑ Contract ❑ Mineral rights ❑ Other: Incentives $ E. The condition of the property at the time of sale was: []Good QAverage ❑Fair ❑Poor Please describe: CERTIFICATION I certify (or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief. SIGNA144BE OF BUYER/TRANSFEREE OR CORPORATE OFFICER DATE TELEPHONE M September 9, 2014 ( 949 ) 644-3001 NAME OF E�OANSFEREEtLEGAL REPRESENTATIV ORPORATE OFFICER (PLEASE PRINT) TITLE EMAILADDRESS Dave Kifi I City Manager The Assessor's office may contact you for additional information r transaction. 1►il�ll[IIIIIIIIINllllllllollllll[I�Irlllllllll:l A002-213 P—t;---- BOE$02-A (P3) REV. 12 (05-13) ADDITIONAL INFORMATION Please answer all questions in each section, and sign and complete the certification before filing. This form may be used in all 58 California counties. If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminary Change of Ownership Report, the Recorder may charge an additional recording fee of twenty dollars ($20). NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at close of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. NAME AND MAILING ADDRESS OF BUYER: Please make necessary corrections to the printed name and mailing address. Enter Assessor's Parcel Number, name of seller, buyer's daytime telephone number, buyer's email address, and street address or physical location of the real property. NOTE: Your telephone number and/or email address is very important If there is a question or a problem, the Assessor needs to be able to contact you. MAIL PROPERTY TAX INFORMATION TO: Enter the name, address, city, state, and zip code where property tax information should be mailed. This must be a valid mailing address. PRINCIPAL RESIDENCE: To help you determine your principal residence, consider (1) where you are registered to vote, (2) the home address on your automobile registration, and (3) where you normally return after work. If after considering these criteria you are still uncertain, choose the place at which you have spent the major portion of your time this year. Check YES if the property is intended as your principal residence, and indicate the date of occupancy or intended occupancy. PART 1: TRANSFER INFORMATION If you check YES to any of these statements, the Assessor may ask for supporting documentation. C,D,E, F: If you checked YES to any of these statements, you may qualify for a property tax reassessment exclusion, which may allow you to maintain your property's previous tax base. A claim form must be filed and all requirements met in order to obtain any of these exclusions. Contact the Assessor for claim forms. NOTE: If you give someone money or property during your life, you may be subject to federal gift tax. You make a gift if you give property (including money), the use of property, or the right to receive income from property without expecting to receive something of at least equal value in return. The transferor (donor) may be required to file Form 709, Federal Gift Tax Return, with the Internal Revenue Service if they make gifts in excess of the annual exclusion amount. G: Check YES if the reason for recording is to correct a name already on title [e.g., Mary ]ones, who acquired title as Mary J. Smith, is granting to Mary Jones]. This is not for use when a name is being removed from title. H: Check YES if the change involves a lender, who holds tide for security purposes on a loan, and who has no other beneficial interest in the property. "Beneficial interest" is the right to enjoy all the benefits of property ownership. Those benefits include the right to use, sell, mortgage, or lease the property to another. A beneficial interest can be held by the beneficiary of a trust, while legal control of the trust is held by the trustee. I: A "cosigner" is a third party to a mortgage/loan who provides a guarantee that a loan will be repaid. The cosigner signs an agreement with the lender stating that if the borrower falls to repay the loan, the cosigner will assume legal liability for it. M: This is primarily for use when the transfer is into, out of, or between legal entities such as partnerships, corporations, or limited liability companies. Check YES only if the interest held in each and every parcel being transferred remains exactl the same. N: Check YES only if property is subject to subsidized low-income housing requirements with governmentally imposed restrictions, property may qualify for a restricted valuation method (i.e., may result in lower taxes). 0: If you checked YES, you may qualify for a new construction property tax exclusion. A claim form must be filed and all requirements met in order to obtain the exclusion. Contact the Assessor for a claim form. PART 2: OTHER TRANSFER INFORMATION A: The date of recording is rebuttably presumed to be the date of transfer. If you believe the date of transfer was a different date (e.g., the transfer was by an unrecorded contract, or a lease identifies a specific start date), put the date you believe is the correct transfer date. If it is not the date of recording, the Assessor may ask you for supporting documentation. B: Check the box that corresponds to the type of transfer. If OTHER is checked, please provide a detailed description. Attach a separate sheet if necessary. BOE -502-A (P4) REV. 12 (05-13) PART 3: PURCHASE PRICE AND TERMS OF SALE It is important to complete this section completely and accurately. The reported purchase price and terms of sale are important factors in determining the assessed value of the property, which is used to calculate your property tax bili. Your failure to provide any required or requested information may result in an inaccurate assessment of the property and in an overpayment or underpayment of taxes. A. Enter the total purchase price, not including closing costs or mortgage insurance. "Mortgage insurance" is insurance protecting a lender against loss from a mortgagor's default, issued by the FHA or a private mortgage insurer. B. Enter the amount of the down payment, whether paid in cash or by an exchange. If through an exchange, exclude the closing costs. "Closing costs" are fees and expenses, over and above the price of the property, incurred by the buyer and/or seller, which include title searches, lawyer's fees, survey charges, and document recording fees. C. Enter the amount of the First Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. A "balloon payment" is the final installment of a loan to be paid in an amount that is disproportionately larger than the regular installment. D. Enter the amount of the Second Deed of Trust, if any. Check all the applicable boxes, and complete the information requested. E. If there was an assumption of an improvement bond or other public financing with a remaining balance, enter the outstanding balance, and mark the applicable box. An "improvement bond or other public financing" is a lien against real property due to property -specific improvement financing, such as green or solar construction financing, assessment district bonds, Mello -Roos (a form of financing that can be used by cities, counties and special districts to finance major improvements and services within the particular district) or general improvement bonds, etc. Amounts for repayment of contractual assessments are included with the annual property tax bill. F. Enter the amount of any real estate commission fees paid by the buyer which are not included in the purchase price. G. If the property was purchased through a real estate broker, check that box and enter the broker's name and phone number. If the property was purchased directly from the seller (who is not a family member of one of the parties purchasing the property), check the "Direct from seller" box. If the property was purchased directly from a member of your family, or a family member of one of the parties who is purchasing the property, check the "From a family member" box and indicate the relationship of the family member (e.g., father, aunt, cousin, etc.). If the property was purchased by some other means (e.g., over the Internet, at auction, etc.), check the "OTHER" box and provide a detailed description (attach a separate sheet if necessary). H. Describe any special terms (e.g., seller retains an unrecorded life estate in a portion of the property, etc.), seller concessions (e.g., seller agrees to replace roof, seller agrees to certain interior finish work, etc.), broker/agent fees waived (e.g., fees waived by the broker/agent for either the buyer or seller), financing, buyer paid commissions, and any other information that will assist the Assessor in determining the value of the property. PART 4: PROPERTY INFORMATION A. Indicate the property type or property right transferred. Property rights may include water, timber, mineral rights, etc. B. Check YES if personal, business property or incentives are included in the purchase price in Part 3. Examples of personal or business property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships (golf, health, etc.), ski lift tickets, homeowners' dues, etc. Attach a list of items and their purchase price allocation. An adjustment will not be made if a detailed list is not provided. C. Check YES if a manufactured home or homes are included in the purchase price. Indicate the purchase price directly attributable to each of the manufactured homes. If the manufactured home is registered through the Department of Motor Vehicles in lieu of being subject to property taxes, check NO and enter the decal number. D. Check YES if the property was purchased or acquired with the intent to rent or lease it out to generate income, and indicate the source of that anticipated income. Check NO if the property will not generate income, or was purchased with the intent of being owner -occupied. E. Provide your opinion of the condition of the property at the time of purchase. If the property is in "fair" or "poor" condition, include a brief description of repair needed. JCP-LGS Commercial Property Disclosure Reports d lostia The Natural Hazard Disclosure Report For ORANGE COUNTY Property Address: 3201 NEWPORT BLVD & 3204 MARCUS AVE, APN: SEE ADDENDUM NEWPORT BEACH, ORANGE COUNTY, CA Report Date: 0812712014 ("Property") Report Number: 1588297 Natural Hazard Disclosure Statement The Transferor and its agents disclose in summary form the following information based upon information provided by JCP"LGS REPORTS NATURAL HAZARD DISCLOSURES (the "Third Party Provider') In the JCP-LGS Commercial Property Disdosure Report referenced above (the "Report') for the real property specified above (the "Property"). The information in the Report has not been independently verified by either the Transferor or its agents. By providing the Report, neither Transferor nor its agents are providing any warranty or representation whatsoever about any of such information. As set forth in the Report in more detail, the Property ties/does not lie (as indicated) within the following hazardous areas or zones: A SPECIAL FLOOD HAZARD AREA (Any type Zone "A" or "V") designated by the Federal Emergency Management Agency. Yes No X Do not know and information not available from local jurisdiction ,­ AN AREA OF POTENTIAL FLOODING shown on a dam failure inundation map pursuant to Section 8588.5 of the Government Code. Yes No X Do not know and information not available from Local jurisdiction A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to Section 51178 or 51179 of the Government Code. The owner of this Property is subject to the maintenance requirements of Section 51182 of the Government Code. Yes No X A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISK AND HAZARDS pursuant to Section 4125 of the Pubic Resources Code. The owner of this Property is subject to the maintenance requirements of Section 4291 of the Public Resources Code. Additionally, it is not the states responsibility to provide fire protection services to any building or structure located within the wildlands unless the Department of Forestry and Fire Protection has entered into f cooperative agreement with a local agency for those purposes pursuant to Section 4142 of the Public Resources Code. -1 Yes _ No X CD , AN EARTHQUAKE FAULT ZONE pursuant to Section 2622 of the Public Resources Code. 21 Yes No X A SEISMIC HAZARD ZONE pursuant to Section 2696 of the Public Resources Code, is Yes (Landslide Zone) _ Yes (Liquefaction Zone) X No— Map not yet released by state _ THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY, TO OBTAIN INSURANCE, OR TO RECEIVE ASSISTANCE AFTER DISASTER. THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST, THEY ARE NOT DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER. TRANSFEREE($) AND TRANSFEROR(S) MAY WISH TO OBTAIN PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY. Signature of Transferor (Seller) Date Signature of Transferor (Seller) Date t Signature of Agent Date Signature of Agent w Date Check only one of the following: © Transferor(s) and their agent(s) represent that the information herein is true and correct to the best of their knowledge as of the date signed by the Transferor(s) and agent(s). Q Transferor(s) and their agent(s) acknowledge that they have exercised good faith in the selection of a third -party report provider, and that the representations made in this Natural Hazard Disclosure Statement are based upon information provided by the independent third -party disclosure provider as a substituted disclosure. Neither Transferor(s) nor their agent(s) (t) has Independently verified the information contained in this statement and Report or (2) is personally aware of any errors or inaccuracies in the information contained on the statement, This statement was prepared by the provider below: Third -Party Disclosure Provider(s) FIRST artERtAsa PROFESSIONAL REAL ESTATE SERVICES, INC. Date f7tj?2E2,4 Rept. No. 1586297 Transferee represents that it hes read and understands this summary statement and ties received and reviewed the Report. I (We) also have read and understand the "County Level Determinations", "City Level Determinations", "Additional Property Specific Disclosures" and "Advisories" (where applicable) and the map cover page as well as the terms and conditions contained in thtKleport, a {{ Signature of Transferees)_ Date Signature of Transferee(s) �� ADDITIONAL SIGNATURE REQUIRED: SEE "ACANOWLEDGEMENT OF RECEIPT"- NEXT PAGE /I A Page 'I of 26 1 �?2014 -First Aratk.ricars t ro,r Ssinn.r! Real Esta. h;rvitrf... Inc. 1dt nghls rase re;i_ xtCPLt S (800) 74 3 :z23,i'! U1ty Attorney Property Address: 3281NEWPORT BLVD &32U4MARCUS AVE, APN: SEE ADDENDUM NEWPORT BEACH, ORANGE COUNTY, CA Report Date: 08/2712O14 ("Property") Report Number: 1588297 1 hereby acknowledge the receipt of the following Disclosures and Advisories: Natural Hazard Reoort Disclosures and Advisories (Signature Required onthe NH0SForm — See preceding page) -/ State Level Natural Hazard Disclosures (NHDS Form) � Radon Advisory / L�eQ�and Cmn�L�e|Na��|H��� Disclosures (where applicable) / Endangered Species Act Advisory / Military Ordnance Disclosure / Abandoned Mines Advisory / Airport Influence Area / Airport Noise Disclosure / Oil & Gas Well Advisory / Methamphetamine Contaminated Property Disclosure Advisory / Tsunami Map Advisory / Mold Advisory / Energy Use Disclosure Program Advisory California Property Tax Report Disclosures and Advisories / Notice of Special Tax and Assessment (Mello-Rmmand 1915Bond Act) / Notice o[Supplemental Property Tax Bill / Private Transfer Fee Disclosure Advisory SIG �� �����N & �� ��"�,,I�Environmental Report Disclosures and Advisories �� _`~^� ����� / NoifimUkmo[known contaminated sites |nproximity mthe property Transferor (Seller) Date Transferor (Seller) Date 4�> TraUnsf&me(gvvur) ~a Date' Transferee (Buyer) Date Agent Date Agent Date �/� ,��� " APPROVED . �'°� ^�^� ��� ��^��a�r�° ��2m� ^2014-pitstelvnz.��nnmfe�sianal*on�s-;,roy�ico�;,/nrr M re�od. (80U) /48c233/W,!/3299S2iV� WPO ox I 'n Delivery Via Fed -Ex CITY ATTORNEYS OFFICE Aaron C. Harp, City Attorney September 19, 2014 Robert Benavente, Escrow Officer First American Title Company 4 First American Way Santa Ana, CA 92707 RE: Newport Blvd Widening (Lido Pacific LLC) Matter No.: Al2-00902 Dear Mr. Benavente: Please find enclosed the fully executed escrow documents relating to the aforementioned matter. Should you have any questions or concerns, please do not hesitate to contact out office. Sincerely, CITY ATTORNEY'S OFFICE �Wdl-o ez e Paralegta-� RECORDING REQUESTED BY First American Title Company 7014 AND WHEN RECORDED MAIL DOCUMENT TO: City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92663-8915_ v A.P.N.: 423-102-03 and 423-382-05 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder C F � � I IIII �1��� �� �! �7�1�� �� �� �� ����I ���� 1 11111 NO FEE 3 8 5 $ 20140004060118:00 am 10/07114 ,T 28 AM 29740 D10 5 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00 t Space Above This Line for Recorder's Use Only Grant Deed &c,u - 9w E § 6103 273 �0 . *DTC Not 4 �UU(c r�_Cwd File No.: OSA-4706783 (RCB) SEPARATE PAGE PURSUANT TO GOVT CODE 27361.6 GRANT DEED WITNESSETH: FOR AND IN CONSIDERATION eild , the receipt and sufficiency of which are hereby acknowledged, Lido Pacific LLC, a California limited liability company (hereinafter "Grantor"), whose address is 441 N. Beverly Drive, #207, Beverly Hills, CA, Attn: Bruce Meyer, hereby grants to the City of Newport Beach, a Municipal corporation and Charter City (hereinafter "Grantee"), whose address is 100 Civic Center Drive, P.O. Box 1768, Newport Beach, CA, Attn: Andy Tran, the lots, tracts, or parcels of land or real property lying, being, and situated in the City of Newport Beach, County of Orange, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all improvements thereon and fixtures affixed thereto and all privileges, easements, tenements and appurtenances thereon or in any way appertaining to such real property (collectively, the "Property"). THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: (a) all matters of record title; (b) all matters that would be revealed or disclosed in an accurate survey of the Property; (c) a lien not yet delinquent for taxes; and (d) a lien not yet delinquent for any general or special assessments against the Property. IN WITNESS WHEREOF, the undersigned has exe�l is ant Deed as of. SP�46o^ -�-� 2014. / GRANTOR: LI O P CIFI, C a ali a li i d�ia ' 'ty company nager STATE OF CALIFORNIA COUNTY OF LOS ANGELES On Se- ;�LA 225'� , 2014 before me,�_�RL-' c L. Dli�:7 L_,2�oAj—kC-6_ , , a Notary Public, personally appeared Bruce Meyer, who proved to me on the basis of satisfactory evidence to be the person(sl whose name(z) is/af-&subscribed to the within instrument, and acknowledged to me that he/&heAhey executed the same in his/fir authorized capacity(ie, and that by his/fir signature($) on the instrument the person(o), or the entity upon behalf of which the person(.a') acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ',T4ESS my'hand and official seal. �+ . 470139.1 NATHALIE L. DE LAGUARIGUE Commission No. 2035699 (ZZ7 Z '' NOTARY PUBLIC -CALIFORNIA j f ;A LOS ANGELES COUNTY ` �"'My Comm. Expires AUGUST 3, 2017 Nota CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property set forth in that certain Grant Deed by and between the City of Newport Beach, a California municipal corporation and charter city, as Grantee, and Lido Pacific, LLC, a California Limited Liability Company, as Grantor, for property located at 3201 Newport Boulevard (APN 423 102 03) and 3204 Marcus Avenue (APN 423 382 05), located in the City of Newport Beach is hereby accepted on June 30, 2014 by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 1992-82 of the City Council adopted on July 27, 1992. The City of Newport Beach consents to the recordation of said document in the Office of the Recorder of Orange County, State of California. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: axw--' Cit,�jr Attorney -� ATTEST: By: N/�-- Leilani I. Brown, City Clerk State of California County of ORANGE CITY OF NEWPORT BEACH, A Municipal Corporation By" A- y" VV City Manager ►`"�ORN1C On `DEV)T °3c, , -z O 1L, , 2014 before me,. :N1,�1 FCIZ N-Uj 'M0 -NC`(, Notary Public, personally appeared DAVID KIFF, who proved tome 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(ies), and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal blic 470139.1 ����� JENNIFER ANN MULVEY Z Commission # 2045022 IL z Notary Public - California Z ' Orange County My Comm,_ Expires Oct 12, 2017 J Under the provisions of Government code 27361.7, 1 certify under penalty of perjury that the Notary Seal on'the document to which this statement is attached reads as follows: Name of Notary: J-tnY\1 AY) I `l � Commission Number: �N,; 0221 County where Bond is filed: ®ate Commission Exp ires: Oc+ (2 ao 17 DATE: l o SIGNATURE: I� EXHIBIT A Parcel A: Parcel 2 of Parcel Map No. 2000-241, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 323, Pages 21 and 22 of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: Parcel 1 as shown on a map filed in Book 57, Page 4 of Parcel Maps, in the Office of the County Recorder of said County. Assessor's Parcel Number(s): 423-382-05 and 423-102-03 470139.1 )ster J. Guillory EF -BOE- 02A (Pl) REV. 12 (0 Orange County Assessor BOE -502-A (P1) REV. 12 (05-13) + Civic Center Plaza, Building 11 PRELIMINARY CHANGE OF OWNERSHIP REPORT 625 N. Ross Street, Room 142 To be completed by the transferee (buyer) prior to a transfer of P.O. Box 1948 subject property, in accordance with section 480.3 of the Revenue Santa Ana, CA 92702-1948 and Taxation Code. A Preliminary Change of Ownership Report (714) 834-5031 must be filed with each conveyance in the County Recorder's office www•ocgov.com/assessor for the county where the property is located. NAME AND MAILING ADDRESS OF BUYERrrRANSFEREE (Make necessary corrections to the printed name and mailing address) ASSESSOR'S PARCEL NUMBER F_ -1 423-102-03 and 423-382-05 City of Newport Beach SELLERrFRANSFEROR 100 Civic Center Drive Lido Pacific, LLC Newport Beach, CA 92663-8915 BUYER'S DAYTIME TELEPHONE NUMBER L BUYER'S EMAILADDRESS J STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY 3204 Marcus Avenue, 3201 Newport Boulevard, Newport Beach, CA MAIL PROPERTY TAX INFORMATION TO (NAME) 5a-•vL.e_ aS & bov_ - ADDRESS CITY STATE ZIP CODE S a 6-5 & 10 d V� e. ❑YES Z NO This property is intended as my principal residence. If YES, please indicate the date of occupancy MO DAY YEAR or intended occupancy. PART 1. TRANSFER INFORMATION Please complete all statements. YES NO This section contains possible exclusions from reassessment for certain types of transfers. ❑ ❑✓ A. This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement, etc.). ❑ Z B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition orremoval of a partner, death of a partner, termination settlement, etc.). ❑ 0 * C. This is a transfer: ❑ between parent(s) and child(ren) ❑ from grandparent(s) to grandchild(ren). ❑ ❑✓ *D. This transfer is the result of a cotenant's death. Date of death ❑ * E. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? ❑ YES ❑ NO ❑ ❑✓ * F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 69.5. Within the same county? ❑ YES ❑ NO ❑ ❑✓ G. This transaction is only a correction of the name(s) of the person(s) holding title to the property (e.g., a name change upon marriage). If YES, please explain: ❑ ❑✓ H. The recorded document creates, terminates, or reconveys a lender's interest in the property. ❑ I. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g., cosigner). If YES, please explain: ❑ ❑✓ J. The recorded document substitutes a trustee of a trust, mortgage, or other similar document. K. This is a transfer of property: ❑ Z 1. to/from a revocable trust that may be revoked by the transferor and is for the benefit of ❑ the transferor, and/or ❑ the transferor's spouse ❑ registered domestic partner. ❑ ✓❑ 2. to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant, and which names the other joint tenant(s) as beneficiaries when the creator/grantor/trustor dies. ❑ 3. to/from an irrevocable trust for the benefit of the ❑ creator/grantor/trustor and/or ❑ grantor's/trustor's spouse ❑ grantor's/trustor's registered domestic partner. ❑ ❑✓ L. This property is subject to a lease with a remaining lease term of 35 years or more including written options. ❑ ❑✓ M. This is a transfer between parties in which proportional interests of the transferor(s) and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer. ❑ 0 N. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions. ❑ * O. This transfer is to the first purchaser of a new building containing an active solar energy system. * Please refer to the instructions for Part 1. Please provide any other information that will help the Assessor understand the nature of the transfer. THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION IlFllllllIN1111lllollllllllllll A002-213 EF-502A-RO1-1013-0 BOE -502-A (P2) REV. 12 (05-13) PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer, if other than recording date: B. Type of transfer: Purchase ❑ Foreclosure ❑ Gift ❑ Trade or exchange ❑ Merger, stock, or partnership acquisition (Form BOE -100-B) ❑ Contract of sale. Date of contract: ❑ Inheritance. Date of death: ❑ Sale/leaseback ❑ Creation of a lease ❑ Assignment of a lease ❑ Termination of a lease. Date lease began: Original tears (includingwritten options): Remaining term in years (including written options): Other. Please explain: :t:6erm in y6 �L.� C,4714' Of LAA�p orf c r,4, C. Only a partial interest in the property was transferred. []YES ❑✓ NO If YES, indicate the percentage transferred: % PART 3. PURCHASE PRICE AND TERMS OF SALE Check and complete as applicable. A. Total purchase price B. Cash down payment or value of trade or exchange excluding closing costs Amount $ C. First deed of trust @ % interest for years. Monthly payment $ Amount $ ❑ FHA (_Discount Points) ❑ Cal -Vet ❑ VA (_Discount Points) ❑ Fixed rate ❑ Variable rate ❑ Bankisavings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment $ Due date: D. Second deed of trust @ % interest for years. Monthly payment $ Amount $ ❑ Fixed rate ❑ Variable rate ❑ Bank/Savings & Loan/Credit Union ❑ Loan carried by seller ❑ Balloon payment $ Due date: E. Was an Improvement Bond or other public financing assumed by the buyer? []YES ❑ NO Outstanding balance $ F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $ G. The property was purchased: ❑Through real estate broker. Broker name: Phone number: ( ) ❑ Direct from seller ❑ From a family member -Relationship ❑ Other. Please explain: H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property. PART 4. PROPERTY INFORMATION Check and complete as applicable A. Type of property transferred ❑ Single-family residence ❑ Co-op/Own-your-own ❑ Manufactured home ❑ Multiple -family residence. Number of units: ❑ Condominium ❑ Unimproved lot ❑ Other. Description: (i.e., timber, mineral, water rights, etc.) ❑ Timeshare Commercial/Industrial B. ❑YES n,/ NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available. If YES, enter the value of the personal/business property: $ Incentives $ C. F] YES n NO A manufactured home is included in the purchase price. If YES, enter the value attributed to the manufactured home: $ ❑YES ❑ NO The manufactured home is subject to local property tax. If NO, enter decal number: D. ❑YES 0 NO The property produces rental or other income. If YES, the income is from: ❑ Lease/rent ❑ Contract ❑ Mineral rights ❑ Other: E. The condition of the property at the time of sale was: ❑Good Average ❑Fair ❑Poor Please describe: CERTIFICATION I certify (or declare) that the foregoing and all information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief. SIGNATURE OF BUYER/TRANSFEREE OR CORPORATE OFFICER DATE TELEPHONE 00. September 9, 2014 ( 949 ) 644-3001 NAME OFB Y.ER/Tji ANSFEREE/LEGAL REPRESENTATIVRI,PORPORATE OFFICER (PLEASE PRINT) TITLE EMAILADDRESS Dave Kiff City Manager The Assessor's office may contact you for additional information raga"istraanns-aaction. EF -502A -R01-1013-0 A002-213 Clt ,ij i tto�' ay �� (g� j i � STATEMENT OF TAX DUE AND REQUEST THAT STAMPS NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER. (PURSUANT TO SECTION 11934 R&T CODE AND COUNTY OF ORANGE ORDINANCE NO. 2183) TO: GARY GRANVILLE ORANGE COUNTY RECORDER Ck-A -e-x-`Q- r+ �OVtrr)WUrl+ .,N t� . "" `T C oof 2 f Z -Z, REQUEST IS HEREBY MADE IN ACCORDANCE WITH THE PROVISIONS OF THE DOCUMENTARY STAMP ACT THAT STAMPS BE AFFIXED TO THIS FORM FOR LATER AFFIXING TO THE ACCOMPANYING DOCUMENT WHICH AT A A XTT Cl_ -� i3-� clt Cc (NAME OF GRANTEE) PROPERTY DESCRIBED IN THE ACCOMPANYING DOCUMENT IS LOCATED ; IN: f/ `, l �U(� 12 - Ct C (CITY OR UNICORPORATED AREA) THE UNDERSIGNED DECLARES THAT THE DOCUMENTARY TRANSFER TAX PAYABLE ON THE ACCOMPANYING DOCUMENT IS $ (- c' c' COMPUTED ON FULL VALUE OF PROPERTY CONVEYED. COMPUTED ON FULL VALUE LESS LIENS AND ENCUMBRANCES REMAINING AT THE TIME OF SALE. STAMPS ARE AFFIXED IN SAID AMOUNT. (SIGNATURE OF PARTY OR AG NOTE: AFTER THE PERMANENT RECORD IS MADE, THIS FORM WILL BE AFFIXED TO THE CONVEYING DOCUMENT AND RETURNED WITH IT. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: 2014 To: First American Title Company ("Escrow Holder") Attention: Telephone: THIS AGREEMENT FOR PURCHASE AND SAREA P�RTY AND ESCROW INSTRUCTIONS (this "Agreement") is entered into this y of 2014 (the "Effective Date") by and between the City of Newport Beach, a Municipal c oration and Charter City (hereinafter called "Buyer" or "City'), and Lido Pacific, LLC, a California Limited Liability Company (hereinafter called "Seller") for acquisition by Buyer of certain real property hereinafter set forth. RECITALS: A. Seller is the owner of that certain real property commonly known as 3201 Newport Boulevard (APN 423 102 03) and 3204 Marcus Avenue (APN 423 382 05), located in the City of Newport Beach, County of Orange, State of California, more particularly described on Exhibit "A" attached hereto and by this reference incorporated herein, together with all improvements now or hereafter constructed thereon, all easements, licenses and interests appurtenant thereto and all intangible property owned or held by Seller in connection with such real property, including without limitation, development rights, governmental approvals and land entitlements (collectively referred to herein as the "Property"). B. City has the authority to acquire property for public uses utilizing City's power of eminent domain. In lieu of City's exercise of said power and under the threat thereof, Seller is willing to sell the Property to City and City is willing to purchase the Property from Seller, upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: TERMS AND CONDITIONS 1. PURCHASE AND SALE OF PROPERTY. Seller agrees to sell to Buyer, under threat of Buyer's exercise of its power of eminent domain, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, the Property. 2. PURCHASE PRICE. The total purchase price for the Property, which includes the value of the land and improvements is Six Million Three Hundred Fifty Thousand Dollars ($6,350,000) ("Purchase Price"). Al2-00902 7.29.14 LM 1- 3. CONVEYANCE OF TITLE. 3.1 Preliminary Title Report. Following execution of this Agreement but in no event later than five (5) days following opening of Escrow, City shall obtain a preliminary title report issued through First American Title Company (the "Title Company"), describing the state of title of the Property, (the "Preliminary Title Report") together with copies of all exceptions specified therein. City shall notify Seller in writing of any objections City may have to title exceptions or other matters ("Disapproved Exceptions") contained in the Preliminary Title Report within ten (10) business days after issuance of the Preliminary Title Report ("City's Objection Notice"). City shall not unreasonably withhold its approval of the Preliminary Title Report. If City fails to deliver City's Objection Notice within said ten (10) business day period, City shall be conclusively deemed to have approved the Preliminary Title Report and all matters shown thereon. In the event City delivers City's Objection Notice within said period, Seller shall have a period of ten (10) business days after receipt of City's Objection Notice in which to notify City of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions ("Seller's Notice"). Seller shall only elect to decline to remove Disapproved Exceptions which Seller in good faith believes Seller's reasonable efforts would not result in removal or as to which removal would result in cost or expense to Seller other than nominal administrative expense incurred in the process of removal. Seller's failure to deliver Seller's Notice within said ten (10) business day period shall be deemed Seller's election to decline to remove the Disapproved Exceptions. If Seller notifies City of its election to decline to remove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions or if Seller is unable to remove the Disapproved Exceptions, City may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). City shall exercise such election by delivery of written notice to Seller and Escrow Holder within ten (10) business days following the earlier of (i) the date of written advise from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines or is deemed to have declined to remove such Disapproved Exception(s). If City fails to deliver said written notice of termination of this Agreement and the Escrow within said ten (10) business day period, City's disapproval of the Disapproved Exception(s) shall be deemed waived and City shall deemed to have agreed to accept title to the Property subject to the Disapproved Exception(s). 3.2 Notwithstanding Paragraph 3.1, Buyer has been notified of, and approves the exceptions set forth in Exhibit C attached hereto and incorporated herein by this reference (the "Approved Exceptions"). For the avoidance of doubt, the deed of trust referenced as item 12 in Exhibit C and recorded on August 8, 2007 as instrument number 2007-000499410 is agreed to be a Disapproved Exception, which Seller has further agreed to remove prior to the Close of Escrow. Accordingly, City need not give a City's Objection Notice regarding such deed of trust. 3.3 It shall be a condition of the close of escrow, for the benefit of Buyer, that Escrow Holder be irrevocably committed, at the close of escrow and, following recording of a deed in favor of the City in the form attached hereto as Exhibit B and incorporated herein by this reference (the "Deed"), to provide the City, at Buyer's cost, with a CLTA Standard Coverage Policy of Title Insurance in the amount of $6,350,000 issued by First American Title Company showing the title to the Property vested in Buyer, subject only to the Approved Exceptions, any exceptions approved by City pursuant to Paragraph 3. 1, and the preprinted exceptions and stipulations in said policy (the "Title Policy'). Al2-00902 7.29.14 LM -2- 4. DUE DILIGENCE PERIOD. Commencing upon the Opening of Escrow and continuing thereafter for forty-five (45) days (the, "Due Diligence Period"), Buyer, its agents, and employees shall: (a) examine and inspect the Property and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Property in all respects and by proceeding to Closing, Buyer shall be deemed to have determined that the same is satisfactory to Buyer; (b) review all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all plans, specifications, surveys, environmental assessments and reports, and Buyer, by proceeding to Closing, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer; (c) review all applicable laws, ordinances, rules and governmental regulations (including those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property, and Buyer, by proceeding to Closing, shall be deemed to have determined that the same are satisfactory to Buyer; and (d) at its own cost and expense, made its own independent investigation respecting the Property and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by proceeding to Closing, shall be deemed to have determined that the same are satisfactory to Buyer. If during the Due Diligence Period, Buyer determines that the condition of the Property is such that Buyer no longer desires to acquire the Property, Buyer shall provide written notice of its election to terminate this Agreement, which written notice must be received by the Seller on or before the expiration of the Due Diligence Period. Should Buyer fail to provide written notice of its election to terminate this Agreement Buyer shall be conclusively determined to have accepted the condition of the Property 5. ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement at an escrow company of Buyer's choice within ten (10) days of execution of this Agreement by both parties. This Agreement constitutes the joint escrow instructions of the Buyer and Seller, and Escrow Holder to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to perform all acts reasonably necessary to close this escrow if, as and when required hereby. Seller shall execute and deliver the Deed to Escrow Holder promptly following the giving of any Notice of Lease Contingency Satisfaction (as defined below). Buyer agrees to deposit the purchase in sufficient time to permit the close of escrow to occur in a timely manner. Buyer and Seller agree to deposit with Escrow Holder any additional instruments as may be reasonably necessary to complete this transaction. 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 Al2-00902 7.29.14 LM -3- Bank doing business in the State of California. All disbursements shall be made by check from such account; provided, however, that Escrow Holder shall make any disbursement to Seller in accordance with the following wire transfer instructions: Wells Fargo Bank 433 N. Camden Drive, Suite 1200 Beverly Hills, CA 90210 Attn: Linda Rasheed ABA/Routing #122000247 Benefiting Account Name: Lido Pacific, LLC Beneficiary Account No.: 7808856582 For further credit or reference to: Sale of 3201 Newport Blvd. 6. ESCROW HOLDER IS AUTHORIZED TO AND SHALL: a. Pay and deduct from the Purchase Price any amount necessary to satisfy any delinquent taxes together with penalties and interest thereon, and/or delinquent or non - delinquent assessments or bonds except those which title is to be taken subject to in accordance with the terms of this Agreement; b. Pay and deduct from the Purchase Price set forth, up to and including the total amount of unpaid principal and interest on note(s) secured by mortgage(s) or deed(s) of trust, if any, and all other amounts due and payable in accordance with terms and conditions of said trust deed(s) or mortgage(s) including late charges, if any except penalty (if any), for payment in full in advance of maturity, shall, upon demand(s) be made payable to the mortgagee(s) or beneficiary(ies) entitled there under; C. Pay and charge Buyer for all recording fees incurred in this transaction including payment of reconveyance fees and forwarding fees for partial or full reconveyances of deeds of trust or release or mortgage by Buyer; d. Pay and charge Buyer for any escrow fees, charges, and costs payable under Section 6 of this Agreement; e. Prorate, as between Buyer and Seller, real estate taxes through the close of escrow and rent under the Lease (as defined below) through the close of escrow, with Buyer to be charged with and have the benefit of the day of the close of escrow. f. Disburse funds in accordance with this Agreement, record the Deed in the Official Records of the County Recorder of Orange County, California, and immediately following such recordation, date the Lease Termination Notice (as defined below) as of the date of close of escrow and immediately deliver it, as so dated, to Tenant (as defined below) in accordance with the terms of the Lease Termination Notice, all when conditions of this escrow have been fulfilled by Buyer and Seller. M The term "close of escrow,' instructions, shall mean the date necessary instruments of conveyance are recorded Official Records office of the County Recorder of Orange County, California, and all if and where written in Al2-00902 7.29.14 LM -4- these in the funds have been disbursed to Seller in accordance with this Agreement. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of the Title Policy. h. 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. 7. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all Buyer's and Seller's usual fees, charges, and costs which arise in this escrow. 8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. 8.1 Conditions to City's Obligations. The obligations of City under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by City of each of the following conditions precedent: a. Title Company will issue the Title Policy as required by Section 3 of this Agreement insuring title to the Property vested in City. b. Escrow Holder holds and will deliver to City the instruments and funds, if any, accruing to City pursuant to this Agreement. G. Seller has delivered all documents required to be delivered by Seller under this Agreement. d. All representations and warranties specified in Section 12 are true and correct. e. City's approval of any other conditions specified in this Agreement for City's Benefit. f. City shall have received from Seller a copy of (i) an agreement, upon terms and conditions acceptable to Seller in Seller's sole discretion, between Seller and Wells Fargo Bank, N.A. ("Tenant") that terminates that certain Retail Branch Lease, dated as of March 15, 2007, for the Property under which Seller is the successor landlord and Tenant is the successor tenant (such lease, if and as the same may have been amended from time to time, the "Lease") effective as of a date before the Close of Escrow (a "Pre -Closing Lease Termination Agreement:") 8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Seller of each of the following conditions precedent: a. Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement. b. Seller, in Seller's sole discretion, will have entered into a Pre - Closing Lease Termination Agreement with Tenant. Al2-00902 7.29.14 LM -5- 9. CLOSE OF ESCROW. Time is of the essence in these instructions. Subject to satisfaction of the conditions in Section 8, Escrow is to close on or before the date occurring 50 days following the date on which Buyer has delivered a countersigned copy of this Agreement to Seller ("Closing Date"), unless such date is extended by mutual written agreement by both Buyer and Seller. 10. FULL AND COMPLETE SETTLEMENT. Buyer desires to acquire the Property for the purpose of completing the Newport Blvd and 32nd Street Intersection Improvement Project ("Project"). Seller hereby acknowledges that the compensation paid to Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer. 11. PERMISSION TO ENTER ON PREMISES. Subject to the rights of Tenant under the Lease, Seller hereby grants to Buyer, its authorized agents or contractors the right to enter upon the Property upon 48 hours prior written notice to make necessary and reasonable inspections; provided, however, that (i) in no event shall any invasive testing be permitted, and (ii) in no event shall Buyer contact Tenant or any of Tenant's representatives, either orally or in writing, regarding the Property. 12. RENTAL AND LEASEHOLD INTEREST. 12.1 Seller warrants that, except as may be permitted by any of the Approved Exceptions, and except with respect to the sign on the Property, (i) at close of escrow, there will be no third parties in possession of any portion of the Property as lessees, tenants at sufferance, or invitees, and (ii) there are no oral or written recorded or unrecorded leases or other agreements concerning all or any portion of the Property exceeding a period of one month. 12.2 Seller makes no representation or warranty, express or implied, whether, when or on what terms Seller may enter into a Pre -Closing Lease Termination Agreement. a. If Seller, in Seller's sole discretion, enters into a Pre -Closing Lease Termination Agreement, then Seller will promptly deliver a copy of the Pre -Closing Lease Termination Agreement to Buyer. b. If Seller has not delivered a copy of the Pre -Closing Lease Termination Agreement to Buyer within 30 days following the date on which Buyer has delivered a countersigned copy of this Agreement to Seller, then either party thereafter may terminate this Agreement at any time by written notice to the other; provided, however, that no such termination notice given by Buyer shall be of any force or effect if Seller nonetheless gives Buyer a copy of the Pre -Closing Lease Termination Agreement within one week after Seller's receipt of any such termination notice from Buyer. 13. WARRANTIES, REPRESENTATIONS, AND COVENANTS OF SELLER. 13.1 Seller hereby warrants, represents, and/or covenants to Buyer that: a. Seller has received no written notice of any actions, suits, material claims, legal proceedings, or any other proceedings affecting the Property or any portion Al2-00902 7.29.14 LM -6- thereof, at law, or in equity pending before any court or governmental agency, domestic or foreign. b. Until the closing, Seller shall not do anything which would impair Seller's title to any of the Property. C. Neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which the Property may be bound. 13.2 Changed Circumstances. If Seller becomes aware of any fact or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by Seller under this Agreement, whether as of the date given or any time thereafter through the close of escrow and whether or not such representation or warranty was based upon Seller's knowledge and/or belief as of a certain date, Seller will give immediate written notice of such changed fact or circumstance to City. If Buyer receives any such written notice, then Buyer's sole right and remedy in respect thereof shall either be not to close escrow and terminate this Agreement or to close escrow and thereby be conclusively deemed to have waived any such representation or warranty no longer being true as set forth in such notice from seller. 14. EMINENT DOMAIN. City's purchase of the Property is for public purposes in connection with the "Newport Boulevard and 32nd Street Modification Project;" Contract #4881 (which contemplates, among other things, the acquisition of the Property and certain other privately owned parcels and the dedication of certain City -owned parcels), which project has been proposed by City, is the subject of that certain Notice of Intent to Adopt a Mitigated Negative Declaration, dated June 2014, and which will be considered by the City Council at a meeting to be held on September 9, 2014. This negotiated acquisition arose during City's investigations of the acquisition of the Property through eminent domain for the foregoing purpose. City has the authority to acquire property by eminent domain for public purposes. Seller has agreed to enter into this Agreement with City under the threat of City's exercise of its power of eminent domain. City has notified Seller that, in the event this negotiated sale did not occur, subject to and pending its completion of the necessary statutory procedures set forth in Government Code Section 7267 et seq., and Code of Civil Procedure Section 1230.010 et seq.; (i) City's staff is prepared to take the steps necessary to seek authorization from the City Council, and (ii) City's staff is prepared to recommend to the City Council initiation of the steps necessary to acquire the Property for public purposes pursuant to Government Code Section 7267 et seq., and Code of Civil Procedure Section 1230.010 et seq., including providing notice to Seller of its opportunity to be heard and to agendize, consider, and take action on a resolution of necessity under Code of Civil Procedure Section 1245.230 at seq. City's staff fully expects that the City Council would approve the acquisition of the Property through eminent domain. Nothing herein is intended to be, or serve as, any tax advice from City to Seller, and Seller is not in any way construing or relying on any communications or advice by City, or City's representations herein, in any way as any type of tax advice or opinion. Upon request, City shall provide Seller with a letter, separate and apart from this Agreement, restating the foregoing. 15. ENVIRONMENTAL CONDITION. To Seller's actual knowledge, but without duty of investigation, Seller, as of the Effective Date, is not required by any applicable laws and Al2-00902 7.29.14 LM -7- governmental regulations to take any action to remediate any environmental condition affecting the Property. 16. CONDITION OF PROPERTY; AS IS. 16.1 Disclaimer of Representations and Warranties by Seller. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE DELIVERED BY SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR ANY OF ITS RESPECTIVE AGENTS, REPRESENTATIVES, EMPLOYEES OR CONTRACTORS HAS MADE AND IS NOT NOW MAKING, AND BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION WARRANTIES OR REPRESENTATIONS AS TO (A) MATTERS OF TITLE, (B) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF, (C) GEOLOGICAL CONDITIONS, INCLUDING SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (D) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (E) DRAINAGE, (F) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (G) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (H) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING WATER, SEWAGE, GAS AND ELECTRIC, (1) USAGES OF ADJOINING PROPERTY, (J) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (K) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, CONFIGURATION, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, SEISMIC OR OTHER STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE IMPROVEMENTS OR ANY OTHER PORTION OF THE PROPERTY, (L) ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING, ARISING FROM OR RELATING TO THE PROPERTY OR ANY PART THEREOF, (M) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (N) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (0) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE REAL PROPERTY, (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF SELLER OR ANY OF ITS RESPECTIVE Al2-00902 7.29.14 LM -8- AGENTS, EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE). 16.2 Sale "As Is." BUYER REPRESENTS AND WARRANTS THAT BUYER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER HAS RELIED AND SHALL RELY SOLELY ON (A) BUYER'S OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS PERTAINING TO DUE DILIGENCE AND OTHERWISE RELATING TO EVALUATING THE PURCHASE OF THE PROPERTY AND ITS OPERATIONS, AND (B) BUYER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON BUYER'S INVESTIGATIONS AND INSPECTIONS OF AND DUE DILIGENCE REGARDING THE PROPERTY AND ITS OPERATIONS. BUYER HAS CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AND ITS OPERATIONS AS BUYER DEEMS NECESSARY, INCLUDING WITHOUT LIMITATION THE PHYSICAL, ENVIRONMENTAL AND OPERATING CONDITIONS THEREOF, AND SHALL RELY UPON SAME. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING WITHOUT LIMITATION ADVERSE PHYSICAL, ENVIRONMENTAL AND OPERATING CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS (LATENT AND APPARENT). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY OR OTHERWISE RELATING IN ANY WAY TO THE TRANSACTION THAT IS THE SUBJECT TO THIS AGREEMENT MADE BY SELLER (OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR IN DOCUMENTS DELIVERED BY SELLER AT CLOSING), OR BY ANY AGENT, EMPLOYEE, CONTRACTOR, OR BROKER OF SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NO SELLER COMMENTS SHALL CONSTITUTE ANY SUCH ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS OF THE SORT DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN DOCUMENTS DELIVERED BY SELLER AT CLOSING, UPON CLOSING BUYER RELEASES SELLER AND THE INDIVIDUALS AND ENTITIES AFFILIATED WITH SELLER FROM ANY AND ALL KNOWN AND UNKNOWN CLAIMS, COSTS, DAMAGES, LIABILITIES AND LOSSES OF ANY KIND OR NATURE WHATSOEVER WHICH BUYER MAY HAVE OR CLAIM TO HAVE, WHETHER NOW OR IN THE FUTURE, ARISING OUT OF OR RELATING TO THE PROPERTY AND THIS AGREEMENT. NOTWITHSTANDING THE BROAD NATURE OF THE FOREGOING RELEASE, SUCH RELEASE IS NOT INTENDED TO RELEASE SELLER FROM LIABILITY FOR ANY LIABILITIES IMPOSED BY STATE OR FEDERAL LAWS, RULES, OR REGULATIONS, OR INTENTIONAL MISREPRESENTATION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TERMS OF THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 14 SHALL EXPRESSLY SURVIVE THE CLOSING, SHALL NOT MERGE WITH THE PROVISIONS OF THE DEED OR ANY OTHER CLOSING DOCUMENTS AND SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE DEED. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE Al2-00902 7.29.14 LIM 9- PROPERTY. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH BUYER'S COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. 17. NOTICES. Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and shall be effective upon delivery if sent via overnight mail with tracking; upon delivery, if delivered by confirmed facsimile or email (with a back up sent by first class mail); when personally delivered, if sent postage prepaid by registered or certified mail, return receipt requested; three (3) business days after deposit in the United States mail, registered, certified, postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto: To Seller: Lido Pacific LLC C/O Bruce Meyer 441 N. Beverly Dr. #207 Beverly Hills, CA 90210 Attn: Bruce Meyer Copy to: Resch Polster & Berger LLP 1840 Century Park East, 17th Floor Los Angeles, CA 90067 Attn: Real Estate Notices (RMR/NR) To City: City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92660 Attn: Andy Tran Copy to: City Attorney City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92660 18. COUNTERPARTS. This agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and deliver); be deemed an original, and all such counterparts together shall constitute one and the same instrument. 19. CONTINGENCY. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the Buyer herein. The execution of these documents and the delivery of same to Escrow Holder constitute said acceptance and approval. Al2-00902 7.29.14 LM -10- 20. QUALIFICATION: AUTHORITY. Each party represents and warrants that it is duly formed, is authorized to do business in the state in which the Property is located and that it has been duly authorized to enter into and perform this Agreement. 21. NO WAIVER. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 22. COVENANTS TO SURVIVE ESCROW. The representations, warranties, covenants and agreements contained herein shall survive the close of escrow and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 23. NO WITHHOLDING BECAUSE OF NON -FOREIGN SELLER. Seller represents and warrants to City that Seller is not, and as of the close of escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 and that it will deliver to City on or before the Close of Escrow the Non -Foreign Affidavit as described hereinabove, pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder. 24. NO BROKERS. Buyer and Seller each represents to the other that no brokers have been involved in this transaction. Buyer and Seller agree to indemnify one another against any claim, suits, damages and costs incurred or resulting from the claims of any person for any fee or remuneration due in connection with this transaction pursuant to a written agreement made with said claimant. 25. JURISDICTION AND VENUE. This Agreement shall be governed by and constructed in accordance with the laws of the State of California. The parties consent to the jurisdiction of the California Courts with venue in Orange County. 26. ASSIGNMENT. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. COOPERATION. Each party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 28. SEVERABILITY CLAUSE. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 29. ATTORNEYS FEES. In the event of any controversy, claim or dispute relating to this Agreement or any breach thereof, the prevailing party shall be entitled to recover its attorney (s) fees, costs, and expenses, whether or not the matter is prosecuted to final Al2-00902 7.29.14 LM 11- judgment. Attorney (s) fees shall include all costs, expert witness fess, and all other reasonable expenses. 30. ENTIRE AGREEMENT, WAIVER AND MODIFICATION. This Agreement is the entire Agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. 31. CITY AUTHORIZATION. The City Manager of the City of Newport Beach is hereby authorized, on behalf of the City, to sign all documents necessary and appropriate to carry out and implement this Agreement and to administer the City's obligations, responsibilities and duties to be performed under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. [SIGNATURES ON NEXT PAGE] Al2-00902 7.29.14 LM -12- SELLER Lido Pacife,�M,a Calyfornia limited liability By: \ \ U "'/' BrucEW6yer�-ifs manager Date: 2014 BUYER Cit Beach Rush N. Hill, II, Mayor Approved as to form: V� City Attorney Ll Al2-00902 7.29.14 LM -13- W'MTOYAv% The land referred to in this report is situated in the County of Orange, State of California, and is described as follows: Parcel A: Parcel 2 of Parcel Map No. 2000-241, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 323, Pages 21 and 22 of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: Parcel 1 as shown on a map filed in Book 57, Page 4 of Parcel Maps, in the Office of the County Recorder of said County. Assessor's Parcel Number(s): 423-382-05 and 423-102-03 Al2-00902 7.29.14 LM -14- *cn lriiiii GRANT DEED WITNESSETH: FOR AND IN CONSIDERATION of the sum of Six Million Three Hundred Fifty Thousand and 00/100 Dollars ($6,350,000) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lido Pacific LLC, a California limited liability company (hereinafter "Grantor"), whose address is 441 N. Beverly Drive, #207, Beverly Hills, CA, Attn: Bruce Meyer, hereby grants to the City of Newport Beach, a Municipal corporation and Charter City (hereinafter "Grantee'), whose address is 100 Civic Center Drive, P.O. Box 1768, Newport Beach, CA, Attn: Andy Tran, the lots, tracts, or parcels of land or real property lying, being, and situated in the City of Newport Beach, County of Orange, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all improvements thereon and fixtures affixed thereto and all privileges, easements, tenements and appurtenances thereon or in any way appertaining to such real property (collectively, the "Property"). THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO: (a) all matters of record title; (b) all matters that would be revealed or disclosed in an accurate survey of the Property; (c) a lien not yet delinquent for taxes; and (d) a lien not yet delinquent for any general or special assessments against the Property. IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of 2014. GRANTOR LIDO PACIFIC, LLC, a California limited liability company By: Bruce Meyer, its manager STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2014 before me, , a Notary Public, personally appeared Bruce Meyer, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Al2-00902 7.29.14 LM -15- CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property set forth in that certain Grant Deed by and between the City of Newport Beach, a California municipal corporation and charter city, as Grantee, and Lido Pacific, LLC, a California Limited Liability Company, as Grantor, for property located at 3201 Newport Boulevard (APN 423 102 03) and 3204 Marcus Avenue (APN 423 382 05), located in the City of Newport Beach is hereby accepted on June 30, 2014 by the undersigned officer on behalf of the City of Newport Beach pursuant to authority conferred by Resolution No. 1992-82 of the City Council adopted on July 27, 1992. The City of Newport Beach consents to the recordation of said document in the Office of the Recorder of Orange County, State of California. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY City Attorney ATTEST: By: Leilani I. Brown, City Clerk State of California County of ORANGE CITY OF NEWPORT BEACH, A Municipal Corporation By: David Kiff City Manager On , 2014 before me, , Notary Public, personally appeared DAVID KIFF, who 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(ies), and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Al2-00902 7.29.14 LM -16- EXHIBIT "C" APPROVED EXCEPTIONS 92705061A Policy No.: 9701-000112250 ALTA OWNER'S POLICY 10-17-92 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the company.will not pay costa, attorneys' fees or expenses which arise by reason of: A. Property taxes including any assessme{/its collected with taxes, to be levied for the fiscal year 9fi:-2d98, which are a lien not yet payable. B. Assessments, if any, for community facility districts affecting said land which may exist by virtue of assessment maps or notices filed by said districts. Said assessments are collected with the County Taxes. C. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1, Water rights, claims or title to water in or under said land, whether or not shown by the public records. 2. An easement for the purpose shown below and rights incidental thereto as set forth in a document: To/Grantee Orange County Improvement Association Purpose sewer Recorded February 9, 1905 in Book 113, Page 224, of Deeds Affects a portion of the land 3. Intentionally deleted. 4. An easement for the purpose shown below and rights incidental thereto as set forth in a document: To/Grantee Southern Counties Gas Company Purpose public utilities Recorded April 14, 1958 in Book 4255 Page 91, Official Records Affects a portion of said land S. An easement for the purpose shown below and rights Continued on next page -3- 464834.2 -18- 92705063A Policy No.: 9701-000112250 ALTA OWNER'S POLICY 10-17-92 incidental thereto as set forth in a document: To/Grantee southern California Edison Company Purpose public utilities Recorded November 26, 1973 in Book 11000 Page 943, Official Records Affects a portion of said land 6. Terms, conditions and covenants provided in an instrument: EntitledI `Off -Site Parking Agreement - Recorded December 26, 1973 in Book 11039 Page 325, Official Records And as modified by an instrument recorded September 12, 2001 as Instrument No. 20010643438, official records. Reference is made to said document for full particulars. 7. Intentionally deleted. e. Terms, conditions and covenants provided in an instrument: Entitled "Reserving of Reciprocal Parking Easement" Recorded September 12, 2001 Instrument No. 1 01-643439, Official Records Reference is made to said document for full particulars 9. An easement for the purpose shown below and rights incidental thereto as set forth in a document: To/Grantee Jay K. Ku and Kyoung J. Ku, husband and wife as community property Purpose ingress and egress and parking Recorded May 14, 2004 as Instrument No. 04-429661, Official Records Affects Northerly 10 feet of said land 10. Matters which may be disclosed by an inspection or by a survey of said land satisfactory to this Company, or by inquiry of the parties in possession thereof. 11. Any rights of the parties in possession of said land, based on an unrecorded eaQ@e: // L: lo tstt,llC , a lvtceUm Fe Dated: torch 15, 2007 Lessor: C a D Sha mmaa Realty, L.P. Lessee: �Nachovia Bank, National Association As diaclbsed by information submitted to this Company. CW & Fxt , Bv& AS I' Q41 AFa Continued on next page 464834.2 -� 9- 92705061A Policy No.: 9701-000112250 ALTA OWNER'S POLICY 10-17-92 12. A Deed of TXAugua Bean indebtedness in the amount shown below, andligations secured thereby: Amount 37.92 Trustor 528 -Meyer Properties, LLC, a ix limited liability company Trustee Title of California, Inc. Beneficiary . Meyer dba Beverly Properties Dated , 2007 Recorded 0, 2007 Instrument No.499410, Official Records END OF EXCEPTIONS Typist Initials: jwp Print date: September 13, 2007 -5- 464834.2 -20-