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HomeMy WebLinkAbout2010 CON Richard Illes - 522 West 8th St / 2020 Hoover AveNOTE TO FILE 05-02-11 IN THE MATTER OF: Resolution of the City Council of the City of National City approving an Agreement for exchange of real property by and between the City of National City and Richard !Iles. Please note the following: THE FULLY EXECUTED ORIGINAL AGREEMENT FILED WITH THE OFFICE OF THE CITY CLERK DID NOT INCLUDE A SIGNATURE OF ACCEPTANCE BY ESCROW HOLDER (Stewart Title Company) ORIGINATING DEPARTMENT: _ CDC Housing & Grants X City Attorney _ Human Resources _ City Manager _ MIS Community Svcs. _ Planning _ Engineering _ Police Finance Public Works Fire Note: Per George Eiser, signature of Acceptance by Escrow Holder is not crucial to the Agreement NTF RESOLUTION NO. 2010 — 136 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING AN AGREEMENT FOR EXCHANGE OF REAL PROPERTY BY AND BETWEEN THE CITY OF NATIONAL CITY AND RICHARD ILLES WHEREAS, the City of National City owns a former City Transit Yard located at 522 West Eight Street in National City ("City Property"); and WHEREAS, said Transit Yard has been abandoned and vacant for more than three years, and the City no longer provides local bus services; and WHEREAS, Richard tiles owns a Charter Bus Company and property located at 2020 Hoover Avenue ("Illes Property"); and WHEREAS, the City has been considering the development of a 201-unit Affordable Housing Project to be located on City property adjacent to the flies Property and upon the Illes Property; and WHEREAS, the Illes Property is required in order to construct the project as submitted to the State of California Housing and Community Development Department, which awarded $11.2 million in California Proposition 1C funding for infrastructure necessary to the 201-unit Affordable Housing Project; and WHEREAS, Richard Illes desires to acquire the City Property in order to operate his Charter Bus Company from that location; and WHEREAS, the City of National City and Richard Isles have agreed to exchange the respective properties at no cost to either party and in an "as is" condition; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves the Agreement for Exchange of Real Property by and between the City of National City and Richard Illes. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 22nd day of June, 20 on Morrison, Mayor ATTEST: Michael R. Dalla, ity Clerk APPROVED AS TO FORM: George H. Eser, Ill City Attorney Passed and adopted by the Council of the City of National City, California, on June 22, 2010 by the following vote, to -wit: Ayes: Councilmembers Morrison, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California A ,c,r/�l A City Cl rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2010-136 of the City of National City, California, passed and adopted by the Council of said City on June 22, 2010. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT caoo-a toot• 3-6 MEETING DATE: •ITEM TITLE: Resolution approving an Agreement of Exchange of Real Property between the City of National City and Richard Illes for properties located at 522 West 8th St and 2020 Hoover Avenue. ,,June 22, 20101 AGENDA ITEM NO. 120 PREPARED BY: DEPARTMENT:Re -__-_ • . ment Division Patricia Beard! Y PHONE: 142551 EXPLANATION: Staff has been working on a concept to redevelop the National City Public Works Center into a transit - oriented affordable housing project ("TOD"). In order for the project to successfully leverage Proposition 1 C grant funds awarded and apply for low income housing tax credits, site control must be demonstrated. The Illes site at 2020 Hoover Avenue is necessary and intended to be included in the first phase of the project. Although no project is certain in advance of complete financing, the City Council directed staff on February 16, 2010 to pursue an exchange with the Illes family for their site. The attached Agreement would allow a no cost exchange to occur so that the Sun Diego Charter Bus Company would move from the Westside/Old Town to the former National City Transit site and for the City to acquire the Sun Diego Charter site for the TOD or, should the TOD falter, the site can be added to the City's holdings around Paradise Creek in the Westside/Old Town. • APPROVED BY. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Lillis is a no cost exchange and the properties are each sold "as is". ENVIRONMENTAL REVIEW: Not applicable, ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: 1 ATTACHMENTS: Locator map. • Proposed Agreement Et6�o�u��o� O. `a0\0- 6 RECEIVED APR 2 6 2011 • RECORDING REQUESTED BY: Stewart Title of California WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: City of National City 1243 National City Blvd National City, CA 91950 Chris Zapata/ City Manager ESCROW NO.3 %I7/Y'/Title 284099 APN. 560-206-05 & 560-391-10 81 S. DOC # 2011-0136161 1 IIIIIII IIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII MAR 15, 2011 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE ErnestJ. Dronenburg.Jr., COUNTY RECORDER FEES: 0.00 OC: NA PAGES 3 I IIIIII IIIII IIIII IIIII IIIII IIII IIIIEIIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII GRANT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S): *per R&R 11922 (conveyance to govt agency) DOCUMENTARY TRANSFER TAX is: $0* CITY TAX is: Monument Preservation Fee is: ❑x computed on full value of property conveyed, or ❑ computed on full value less value of liens and encumbrances remaining at time of sale. ❑ Unincorporated area: © City of National City, and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Richard Illes and Beverly Ann Illes, as Co -Trustees or their Successor Trustee under the Illes Family Trust dated February 1, 2007 hereby GRANT(S) to City of National City the following described real property in the County of San Diego, State of California: FOR LEGAL DESCRIPTION, SEE EXHIBIT "A" ATTACHED HERETO AND MAlE A PART HEREOF. Illes Fami rust date. ebruary 1, 2007 Dated: March 10, 2011 STATE OF CALIFORNIA COUNTY OF Sari pkey o Mow l 2ot On before me, Shf1 t a Notary Public, per onally appeared R.N.C.✓G, 111 -eS ay-i. d rtVe�ly Pmr' \\1es who proved to me on the basis of satisfactory evidence) to be the person s°, whose nam iL. acknowledged to me that l//s authorized capacit ie , and that instrument the perso subscribed to the within instrument and executed the same in hey7 re r y 1 1—ise signatur son the or the entity upon behalf of which the person& 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 seal. utu e \!< UNI l. KEREN SMITH Commission N t842442 Notary Public - California San Diego County Comm. Expires Mar 28. 2019 (Seal) MAIL TAX STATEMENTS AS DIRECFED ABOVE EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: 82 BLOCK 84 AND THAT PORTION OF BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, S'1'ATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, OCTOBER 2, 1882, TOGETHER WITH PORTIONS OF 20TH STREET, LYING BETWEEN SAID BLOCKS 84 AND 85 AND OF COOLIDGE AVENUE ADJOINING SAID BLOCKS ON TIIE SOUTIIWEST AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBLIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL WITH AND 130 FEET NORTHWESTERLY OF THE CENTER LINE OF 21ST STREET ADJOINING SAID BLOCK 85 OF THE SOUTHEAST. EXCEPTING THEREFROM THE ABOVE DESCRIBED PARCEL OF LAND ALL THAT PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT I IN SAID BLOCK 151; THENCE NORTHERLY IN A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT I IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING SOUTHERLY OF A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. PARCEL 2: BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON OCTOBER 2, 1882; TOGETHER WITH PORTIONS OF 20TH STREET LYING NORTHWESTERLY OF SAID BLOCK 85, AND OF COOLIDGE AVENUE ADJOINING SAID BLOCK ON THE SOUTHWEST AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL WITH AND 130.00 FEET NORTHWESTERLY OF THE CENTERLINE OF 21ST STREET ADJOINING SAID BLOCK 85 ON THE SOUTHEAST. EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND ALL THAT PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT 1 IN SAID BLOCK 151; THENCE NORTHERLY IN A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 2 IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING NORTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by Grant Deed dated m r, rci, /0 , 20 1 / , recorded on 0164 C l S , 2 [- (I _, as Document Number 2C11 �' 0 t3 (DRD I in the Office of the San Diego County Recorder, to the City of National City is hereby accepted by order of the Board of the City of National City per Resolution No. 2010-136 dated June 22, 2010, and the Grantee consents to the recordation thereof by its duly authorized officer. Dated: M uf''!N S , 20 ,It Ron Morrison Mayor 83 �r» CALIFORNIA —4F Mayor Ron Morrison Council Members Alejandra Sotelo-Solis Louis Natividad Mona Rios Rosalie Zarate NATIONAL CITY INCORPORATE7� Office of the City Attorney TO: City Clerk FROM: City Attorney SUBJECT: Grant Deed for 2020 Hoover Avenue, National City City Attorney Claudia Gacitua Silva Legal Counsel George H. Eiser, Ill Senior Assistant City Attorney Jodi L. Doucette DATE: May 2, 2011 Transmitted herewith for your permanent file is the Grant Deed dated March 10, 2011, conveying the property commonly known as 2020 Hoover Avenue, National City, from The Illes Family Trust dated February 1, 2007, to the City -of National City. GEORGE H. EISER, III Legal Counsel GHE/gmo Attachment cc: Pat Beard 1243 National City Boulevard; National City, California 91950-4301 Tel.: (619) 336.4220 Fax: (619) 336.4327 AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS TO: Stewart Title Company 7675 Mission Valley Road San Diego, CA 92108-4429 (619) 692-1600 ("Escrow Holder") Escrow No.: Escrow Officer: Rhonda Bernardini Title Order No.: Title Officer: Frank Green THIS AGREEMENT FOR EXCHANGE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 23rd day of September 2010, by and between the CITY OF NATIONAL CITY, a municipal corporation, ("City"), and ILLES FAMILY TRUST ("Illes"). The City and Illes are sometimes hereinafter referred to collectively as the "Parties". RECITALS I. The City desires to convey to Illes all of the City's right, title, and interest in and to the following: A. That certain real property located in the City of National City, County of San Diego, State of California, described in Exhibit "A" attached hereto (the "City Land") and depicted in Exhibit `B" attached hereto, together with any buildings located thereon, (the "City Building") and all other improvements located thereon. The City Building and such other improvements are referred to herein collectively as the "City Improvements." The City Land and City Improvements are commonly known as 522 West 8th Street, National City, California, 91950. B. All rights, privileges, easements, and appurtenances benefiting the City Land and/or the City Improvements, including, without limitation, all mineral and water rights and all easements, rights -of -way and other appurtenances used or connected with the beneficial use or enjoyment of the City Land and/or the City Improvements (the City Land, the City Improvements and all such rights, privileges, easements, and appurtenances are collectively referred to as "the City Real Property"). C. Certain personal property, furniture, machinery, equipment, supplies, and fixtures (collectively "the City Personal Property") owned by the City and located on the City Land as of the date of this Agreement. D. All of the City's interest in any intangible property used or useful in connection with the foregoing, including, without limitation, all contract rights, warranties, guaranties, licenses, permits, certificates, consents, entitlements, governmental approvals, certificates of occupancy which benefit the City Real Property and/or the City Personal Property, and claims against insurance policies in existence prior to the Close of Escrow ("the City Intangible Personal Property"). The City Real Property, the City Personal Property, and the City Intangible Personal Property are sometimes hereinafter referred to collectively as the " City Property". E. In exchange for the conveyance of the City Property to Ines, the City desires that Illes convey to the City the Ines Property commonly known as 2020 Hoover Avenue, National City, CA, 91950. II. Ines desires to convey to the City all of Ines' right, title, and interest in and to the following: A. That certain real property located in the City of National City, County of San Diego, State of California, described in Exhibit "C" attached hereto (the "Illes Land") and depicted on Exhibit "D" attached hereto, together with any buildings located thereon, (the "Illes Building") and all other improvements located thereon. The Ines Building and such other improvements are referred to herein collectively as the "Ines Improvements." The Illes Land and Illes Improvements are commonly known as 2020 Hoover Avenue, National City, California, 91950. B. All rights, privileges, easements, and appurtenances benefiting the Illes Land and/or the Ines improvements, including, without limitation, all mineral and water rights and all easements, rights -of -way, and other appurtenances used or connected with the beneficial use or enjoyment of the Illes Land and/or the Ines Improvements (the Illes Land, the Illes Improvements and all such rights, privileges, easements and appurtenances are collectively referred to as the "Illes Real Property"). C. In exchange for the conveyance of the Ines Property to the City, Illes desires that the City convey to Illes the City Property commonly known as 522 West 8th Street, National City, CA, 91950. III. The City desires to covey the City Property to Illes in exchange for the Ines Property, and Illes desires to convey the Illes Property to the City in exchange for the City Property, upon the terms and conditions thereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the terms and conditions of this Agreement and the instructions to Escrow Holder with regard to the escrow ("Escrow") created pursuant hereto are as follows: 1. EXCHANGE OF REAL PROPERTY. The City agrees to convey the City Property to Ines, and Ines agrees to convey the Illes Property to the City. The conveyances of the City Property and the Ines Property according to the terms of this Agreement shall sometimes hereinafter be referred to as the "Exchange". Between the City of National City 2 and Richard Illcs Property and Joint Escrow Instructions Agreement for Exchange of Real 2. CONSIDERATION. The consideration for the conveyance of the City Property to Illes shall be the concurrent conveyance of the Illes Property to the City. The consideration for the conveyances of the Illes Property to the City shall be the concurrent conveyance of the City Property to Illes. The City Property and the Illes Property shall sometimes hereinafter be referred to collectively as the "Exchange Properties". 3. ESCROW. 3.1. Opening of Escrow. Escrow shall be deemed opened on the date Escrow Holder receives a fully executed original or originally executed counterparts of this Agreement from both Illes and the City (such date being the "Opening of Escrow"). Escrow Holder shall notify Illes and the City in writing of the date Escrow is opened. Illes and the City agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder or other instruments as may reasonably be required by Escrow Holder to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any portions of this Agreement. If there is any conflict or inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. 3.2. Close of Escrow. "Close of Escrow" shall be the date that the grant deed, the form of which is attached hereto as Exhibit "E" ("City Grant Deed"), conveying the City Property to Illes, and the grant deed, the form of which is attached hereto as Exhibit "F" (the "Illes Grant Deed"), conveying the Illes Property to the City, are recorded in the Official Records of San Diego County, California ("Official Records"). Unless extended in writing by Illes and the City, or unless extended pursuant to the terms and provisions of Section 6.1.2, the Close of Escrow shall occur on or before the date (the "Closing Date") which is thirty (30) days after the expiration of the Contingency Period as defined in Section 6.1.2. Unless extended by the mutual written agreement of the Parties, or extended per this section 3.2 or Section 14.3, the closing shall occur within thirty (30) days after the expiration of the Contingency Period when all conditions to each Party's obligation to consummate the Exchange, as more particularly set forth in Section 6, are fully and timely satisfied by the other Party or waived, provided, however, that if the Closing Date does not occur by the 30a' day following expiration of the Contingency Period, then either party may terminate this Agreement and the Escrow shall terminate. The City shall deliver possession of the City Property to Illes on the Closing Date, and Illes shall deliver possession of the Illes Property to the City pursuant to section 6.1.27, entitling Illes to lease back the Property, upon the Close of Escrow, subject only to the "Approved Condition of Title" (as defined in Section 4 below) and the provisions of the City Grant Deed and the Illes Grant Deed. 3.3 City Property. The City shall use commercially reasonable efforts to cause Stewart Title (the "Title Company") to deliver a preliminary title report (a "PTR") to Illes for the City Property within 7 days after the Effective Date (the date of full execution of this Agreement is referred to as the "Effective Date"), together with all documents for the City Property referred to in the PTR. In addition, the City shall provide Tiles with any existing ALTA survey of the City Property ("Existing City Property Survey"). Illes Between the City of National City 3 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real shall have the right, at its expense, to cause an ALTA survey of the City Property to be prepared Niles Survey"), such New City Property Survey and Existing City Property Survey being referred to collectively as the "City Property Surveys"). On or before the close of business on the date that is 14 (fourteen) days after the Effective Date, Illes shall either disapprove in writing the exceptions contained in the PTR and the City Property Surveys to which Illes objects, or approve the exceptions. Notwithstanding anything provided in this Agreement to the contrary, all monetary liens and encumbrances, except for current real property taxes and assessments not yet due and payable, shall be paid by the City at Closing. ILLES's failure to timely disapprove the PTR and City Property Surveys shall be deemed an approval of the PTR and City Property Surveys and all exceptions listed therein. Exceptions not disapproved by ILLES, and any exceptions created by ILLES at Closing, are referred to herein as " ILLES Permitted Exceptions." If ILLES objects in writing to any exceptions, the City shall within seventeen (17) days after the Effective Date, deliver to ILLES written notice that either (i) the City will remove by Closing the exceptions to which ILLES has objected, or (ii) the City is unwilling or unable to eliminate such exceptions. If the City fails to so notify ILLES or is unwilling or unable to remove such exceptions by the Closing, then ILLES, within twenty (20) days after the Effective Date, may (x) elect to terminate this Agreement, in which event the City and ILLES shall have no further obligations under this Agreement (except as expressly set forth herein), or alternatively, (y) elect to acquire the City Property subject to such exceptions, which shall be deemed to be ILLES Permitted Exceptions. If following 1LLES's approval of the PTR and the ILLES Permitted Exceptions, the PTR is amended to reflect a change in the condition of title to the City Property which change is not immaterial, ILLES shall, within 3 business days after receipt of such modification, either (i) terminate this Agreement, or (ii) waive such right to terminate. In that regard, ILLES's failure to notify the City and Escrow Holder of ILLES's election to terminate shall be deemed ILLES's waiver of such election to terminate, and such additional title exceptions shall be considered ILLES Permitted Exceptions. 3.4 The ILLES Property. ILLES shall use commercially reasonable efforts to cause the Title Company to deliver a PTR to the City for the ILLES Property within 7 days after the Effective Date, together with all documents for the ILLES Property referred to in the PTR. In addition, ILLES shall provide the City with any existing ALTA survey of the ILLES Property ("Existing ILLES Property Survey"). The City shall have the right, at its expense, to cause an ALTA survey of the ILLES Property to be prepared (" City Survey", such New Illes Property Survey and Existing ILLES Property Survey being referred to collectively as the " ILLES Property Surveys"). On or before the close of business on the date that is fourteen (14) days after the Effective Date, the City shall either disapprove in writing the exceptions contained in the PTR and the ILLES Property Surveys to which the City objects, or approve the exceptions. Notwithstanding anything provided in this Agreement to the contrary, all monetary liens and encumbrances, except for current real property taxes and assessments not yet due and payable, shall be released from the ILLES Property at Closing. The City's failure to timely disapprove the PTR and ILLES Property Surveys shall be deemed to be approval of the PTR and City Property Surveys and all exceptions listed therein to be the City's disapproval of the PTR and the Between the City of National City 4 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real ILLES Property Surveys and all exceptions listed therein. Exceptions not disapproved by the City, and any exceptions created by the City at Closing, are referred to herein as "City Permitted Exceptions." If the City objects to any exceptions, then ILLES shall within 3- seventeen (17) days after the Effective Date, deliver to the City written notice that either (i) ILLES will remove by Closing the exceptions to which the City has objected, or (ii) ILLES is unwilling or unable to eliminate such exceptions. If ILLES fails to so notify the City or is unwilling or unable to remove such exceptions by the Closing, then the City, within twenty (20) days after the Effective Date, may (x) elect to terminate this Agreement, in which event the City and ILLES shall have no further obligations under this Agreement (except as expressly set forth herein), or alternatively, (y) elect to acquire the ILLES Property subject to such exceptions, which shall be deemed to be City Permitted Exceptions. If following the City's approval of the PTR and the City Permitted Exceptions, the PTR is amended to reflect a change in the condition of title to the ILLES Property which change is not immaterial, the City shall, within 3 business days after receipt of such modification, either (i) terminate this Agreement, or (ii) waive such right to terminate. In that regard, the City's failure to notify ILLES and Escrow Holder of the City's election to terminate shall be deemed the City's waiver of such election to terminate, and such additiona title exceptions shall be considered City Permitted Exceptions. As used herein, the term "Approved Condition of Title" shall mean the following approved conditions of and exceptions to title: 4.1. A lien to secure payment of real estate taxes, not delinquent; 4.2. The lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code ("Code"), but only to the extent that such supplemental taxes are attributable to the transaction contemplated by this Agreement. Each party shall be responsible for, and shall indemnify, protect, defend, and hold harmless the other Party and the property being conveyed from and against any and all supplemental taxes assessed pursuant to the Code, to the extent that such taxes relate to events (including, without limitation, any changes in ownership and/or new construction) occurring prior to the Close of Escrow; 4.3. Matters affecting the Exchange Properties which are created by or with the written consent of both Parties; and 4.4. All exceptions that are disclosed by the Title Reports described in Section 6.1.1 hereof and which are approved by each Party in accordance with Section 6.1.1. The Parties covenant and agree that during the term of the Escrow, they will not cause or permit any new exceptions to title to their Real Property. Any liens, encumbrances, encroachments, easements, restrictions, conditions, covenants, rights, rights -of -way or other matters affecting the Approved Condition of Title which may appear on or off record or be revealed after the date of the Report described in Section 6.1.1 below shall also be subject to the Parties' approval. Between the City of National City 5 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real 5. TITLE POLICY. It shall be a condition to the Grantee Party's obligation to consummate the transaction contemplated in this Agreement, and title shall be evidenced by the willingness and ability of Escrow Holder in its capacity as title insurer ("Title Company") to issue upon the Closing Date: to the City, a CLTA Standard Coverage Policy of Title Insurance ("City's Title Policy") in the amount of One Million Five Hundred Twenty Thousand Dollars and 00/100 ($1,520,000) with such endorsements as the City may reasonably request, showing title to the Illes Property being conveyed vested in the City and subject only to the Approved Condition of Title; to Illes, a CLTA Standard Coverage Policy of Title Insurance ("Illes' Title Policy") in the amount of Three Million Dollars and 00/100 ($3,000,000) with such endorsements as Illes may reasonably request, showing title to the City Property being conveyed and vested in Illes and subject only to the Approved Conditions of Title. 6. CONDITIONS TO CLOSE OF ESCROW. 6.1. Conditions to the Parities' Obligations. The Close of Escrow and the Grantee Party's obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for the Grantee Party's benefit which shall be evidenced only by the Grantee Party's written approval or waiver on or prior to the dates designated below for the satisfaction of such conditions. In the event that the Grantee Party terminates this Agreement pursuant to the terms of this Section 6 or fails or declines to approve in writing any of the matters set forth in this Section 6, or one or more of the following conditions to the Grantee Party's obligations to acquire the Grantor Party's Real Property has not been approved, satisfied or waived on or before the Close of Escrow, the Escrow created pursuant hereto shall terminate. 6.1.1. Title. The Grantee Party shall have approved the legal description of the Real Property they are acquiring and any matters of title as disclosed by the following documents (collectively, "Title Documents"): (A) a standard preliminary title report issued by Title Company with respect to the Real Property being conveyed, as such report may be amended or supplemented from time to time to reflect additional title matters or survey exceptions (collectively, the "Reports"); and (B) legible copies of all documents, whether recorded or unrecorded, referred to in the Reports. The Grantee Party shall have until fourteen (14) days after the Effective Date to give the Grantor Party and Escrow Holder written notice ("Grantee Party's Title Notice") of the Grantee Party's disapproval or conditional approval of the legal description or any matters shown in or disclosed by the Title Documents. If the Grantee Party disapproves or conditionally approves any of the foregoing matters, the Grantor Party may, within seventeen (17) days after the Effective Date, elect to eliminate to the Grantee Party's sole satisfaction such disapproved or conditionally approved matters. Within such seventeen (17) day period, the Grantor Party shall give the Grantee Party written notice ("Grantor Party's Title Notice") of those Between the City of National City 6 Agreement for Exchange of Real and Richard Illes Property and Joint Escrow Instructions disapproved or conditionally approved matters, if any, which the Grantor Party covenants and agrees to either eliminate from the Title Policy as exceptions to title to the Real Property being acquired by the Grantee Party, or to ameliorate to the Grantee Party's satisfaction by the Closing Date as a condition to the Close of Escrow for the Grantee Party's benefit. If the Grantor Party does not elect in its Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, or if the Grantee Party disapproves, in its discretion, the Grantor Party's Title Notice, then the Grantee Party shall have the right, by a writing delivered to the Grantor Party and Escrow Holder, within twenty (20) days of the Effective Date, to: (A) waive its prior disapproval, in which event said disapproved matter(s) shall be deemed approved, or (B) terminate this Agreement and the Escrow created pursuant hereto. 6.1.2. Review and Approval of Documents and Materials. The Grantor Party shall deliver to the Grantee Party within ten (10) days after the Effective Date the documents and materials set forth below which pertain to the Grantor Party's Real Property that are in the Grantor Party's possession or control or are reasonably available to the Grantor Party, and to the extent that the Grantor Party has actual knowledge thereof at no expense to the Grantee Party ("Documents and Materials"). From the Effective Date until 5 p.m. on that date which is forty five (45) days after the Effective Date ("Contingency Period"), the Grantee Party shall have the right to review and approve or disapprove, in its sole discretion, any or all of the Documents and Materials; provided, however, the Contingency Period and Closing Date shall be extended by one (1) day for every day that the Grantor Party is late in delivering any of the Documents and Materials or any of the Title Documents beyond the date that the Grantor Party is required hereunder to deliver the same to the Grantee Party. 6.1.2.1. Improvement Plans. Complete "as -built" plans, drawings and specifications relating to all of the Improvements ("Improvement Plans"); 6.1.2.2. Agreements. Legible copies of any and all insurance policies, construction contracts, warranties, management contracts, maintenance contracts, service contracts, reciprocal easement agreements, if any, utility will -serve letters and any other contracts or agreements affecting or relating to the ownership, operation, maintenance, construction or development of the Grantor Party's Real Property including, without limitation, copies of all warranties with respect thereto (collectively "Contracts"); 6.1.2.3. Soils and Engineering Reports. All existing and available soils, environmental and building reports, assessments and surveys and engineering data pertaining to the Grantor Party's Real Property or any portion thereof and any and all architectural studies, grading plans, topographical maps and similar data respecting the Grantor Party's Real Property; 6.1.2.4. Maps. Any and all tentative, parcel and/or final maps, and any other governmentally approved or processed documents relative to the subdivision of the Land comprising the Grantor Party's Real Property ("Maps"); and Between the City of National City 7 Agreement for Exchange of Real and Richard Illes Property and Joint Escrow Instructions 6.1.2.5. Permits, Entitlements and the Like. Any and all building and development permits, certificates of occupancy, utility will -serve letters, use permits and other governmental approvals and/or entitlements relative to the Grantor Party's Real Property; and 6.1.2.6. Miscellaneous. Any other documents in the Grantor Party's possession or control that relate to the Grantor Party's Real Property that the Grantee Party shall reasonably request. 6.1.2.7. Illes Lease Back of City Property. At the Close of Escrow, the Parties shall enter into a Lease Agreement ("the Leaseback Agreement" attached as Exhibit "G") pursuant to which the City will lease back the Illes Property to the Illes for $1.00 per month for a maximum of 120 days. The purpose of "the Leaseback Agreement" is to allow Illes to relocate from the Illes Property to the City Property. The Illes agree to not commit waste during the lease agreement and turn the property over in a clean condition. For each day following the 120 day lease that Illes remains in the property, Illes agrees to pay the City $1,000 per day. 6.1.3. Inspections and Studies. On or before the expiration of the Contingency Period, the Grantee Party shall have the right to conduct and/or approve or disapprove in their sole discretion, the results of any and all inspections, investigations, tests and studies, including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports, as well as toxic and environmental studies and reports with respect to the Grantor Party's Real Property, inspections of all or any portion of the Improvements (including, without limitation, structural, mechanical and electrical systems, roofs, pavement, landscaping and public utilities), and any other physical inspections and/or investigations as the Grantee Party may elect to make or obtain, all of which shall be done at the Grantee Party's sole cost and expense, provided that the Grantor Party shall reimburse the Grantee Party for all of such costs and expenses, not to exceed $10,250, within ten (10) days after Closing Date. For purposes of Section 6.1.3 only, Grantee Party shall mean Illes and Grantor Party shall mean City. 6.1.4. Representations, Warranties and Covenants of Grantor Party. The Grantor Party shall have duly performed each and every covenant and agreement to be performed by the Grantor Party pursuant to this Agreement and the Grantor Party's representations, warranties and covenants set forth in Section 11 hereof shall be true and correct as of the Closing Date. 6.1.5. Utility Easements. On or before the end of the Contingency Period, the Grantee Party shall have confirmed that all water, sewer, gas, electric, telephone and drainage facilities and all other utilities required by law are (i) installed across public property or are valid easements to the property lines of the Grantor Party's Real Property, (ii) connected with valid permits, and (iii) adequate to service the Grantor Party's Real Property. Between the City of National City 8 Agreement for Exchange of Real and Richard Illes Property and Joint Escrow Instructions 7. DEPOSITS WITH ESCROW HOLDER. At least one (1) business day prior to the Close of Escrow, the Parties shall deposit or cause to be deposited with Escrow Holder the following documents and instruments: 7.1. Grant Deed. The Grant Deeds conveying the Grantor Party's Real Property to the Grantee Party duly executed by the Grantor Party, acknowledged and in recordable form in the form attached hereto as Exhibits "E" and "F". 7.2. Other Instruments. Such other instruments and documents as are described in Section 6.1.2 herein including evidence reasonably acceptable to the Title Company that the documents delivered to the Grantee Party by the Grantor Party have been duly authorized by the Grantor Party, duly executed on behalf of the Grantor Party, and when delivered constitute the valid and binding obligations of the Grantor Party. 8. COSTS AND EXPENSES. The Grantee Party shall pay the cost of the CLTA Title Policy for the Real Property they are acquiring. The escrow fee of Escrow Holder shall be shared equally by the Parties. All documentary transfer taxes payable in connection with the recordation of the Grant Deeds shall be shared equally by the Parties though it is anticipated by the Parties no such documentary transfer taxes shall be payable at Closing. The Parties shall share equally the Escrow Holder's customary charges for document drafting, recording and miscellaneous charges. If, as a result of no fault of the Parties, Escrow fails to close, the Parties shall share equally all of Escrow Holder's fees and charges. 9. PRORATIONS. The following prorations between the Parties shall be made by Escrow Holder computed as of the Close of Escrow. 9.1. Taxes. Real and personal property taxes and assessments on the Exchange Properties shall be prorated as of the Close of Escrow. 9.2. Utilities. Gas, water, electricity, heat, fuel, sewer and other utilities relating to the Exchange Properties shall be prorated as of the Close of Escrow. If the parties are unable to obtain final meter readings as of the Close of Escrow, such expenses shall be estimated as of the Close of Escrow on the basis of the prior operating history of the Exchange Properties. 10. DISBURSEMENTS AND OTHER ACTIONS BY ESCROW HOLDER. Upon the Close of Escrow, Escrow Holder shall promptly undertake all of the following in the following manner: 10.1. Prorations. Prorate all matters referenced in Section 9 based upon the statement delivered into Escrow signed by the parties; 10.2. Recording. Cause the Grant Deeds and any other documents which the parties hereto may mutually direct, to be recorded in the Official Records in the order directed by the parties; Between the City of National City 9 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real 10.3. Funds. From funds to be deposited by the parties, pay all items chargeable to the account of the parties; 10.4. Documents to Parties. Deliver to the Parties originals of any documents which are to be delivered to the Parties hereunder, and, when issued, the Title Policies; and the Parties. 11. as follows: 10.5. Title Policy. Direct the Title Company to issue the Title Policy to COVENANTS OF THE PARTIES. The Parties hereby covenant and agree 11.1. No Further Contracts. From and after the date of this Agreement, the Grantor Party shall not, without the prior written consent of the Grantee Party, which consent the Grantee Party may withhold in its sole discretion, enter into any agreement or contract, or any modification of any agreement or contract, affecting or relating to the Grantor Party's Real Property which will survive the Close of Escrow or will otherwise affect the use, operation or enjoyment of the Grantor Party's Real Property after the Close of Escrow. The Grantor Party shall be solely responsible for all obligations imposed under any contract which the Grantee Party elects not to accept; 11.2. Insurance. All insurance policies carried by the Grantor Party with respect to the Grantor Party's Real Property and in effect as of the date of this Agreement shall remain continuously in full force and effect from the date of this Agreement through the day upon which the Close of Escrow occurs; and 11.3. Notification. The Grantor Party shall promptly notify the Grantee Party of any change in any condition with respect to the Grantor Party's Real Property or of any event or circumstances which makes any representation or warranty of the Grantor Party under this Agreement untrue or misleading, and of any covenant of the Grantor Party under this Agreement which the Grantor Party will be incapable of performing or less likely to perform. 11.4 City Payment for vandalism: The City agrees to pay to Illes at Closing Date the sum of $25,000 for Illes to repair the vandalism. Illes is not required to account to the City for the use or application of these monies. 12. REPRESENTATIONS AND WARRANTIES. In consideration of the Parties entering into this Agreement, the Parties make the following covenants, representations and warranties, each of which shall survive the Closing, is material and is being relied upon by the Parties and the continued truth and accuracy of which shall constitute a condition precedent to the Party's obligations hereunder. Between the City of National City 10 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real 12.1. Representations Regarding Parties' Authority. 12.1.1. The Parties have the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby; 12.1.2. All requisite action (corporate, trust, partnership or otherwise) has been taken by the parties in connection with the entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. As to the City, this Agreement was authorized by the City of National City Resolution No. 2010-136 dated June 22, 2010. No further consent of any judicial or administrative body, governmental authority or other party, entity or person is required; 12.1.3. The individuals executing this Agreement and the instruments referenced herein on behalf of the Parties have the legal power, right, and actual authority to bind the parties to the terms and conditions hereof and thereof; 12.1.4. This Agreement and all documents required hereby to be executed by the Parties are and shall be valid, legally binding obligations of and enforceable against the parties in accordance with their term; and 12.1.5. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which the Parties are a party or affecting the Exchange Properties. 12.1.6 The City represents and warrants that the Zoning of the City Land is ML Light Manufacturing. 12.2. Actions. Except as shown by the Reports, to the Parties' knowledge that there are, and at the Close of Escrow there will be, no pending actions, suits, arbitrations, claims or proceedings, at law, in equity or otherwise, affecting, or which may affect, all or any portion of their Real Property or in which the Parties are or will be a party by reason of the Parties' ownership of their Real Property, including, but not limited to, judicial, municipal or administrative proceedings in eminent domain, collection actions, federal, state or local agency actions regarding environmental matters, federal environmental protection agency or zoning violations, employment discrimination or unfair labor practices, or worker's compensation, personal injuries or property damages alleged to have occurred upon their Real Property or by reason of the condition or use of or construction of their Respective Properties. Neither Party has filed or been the subject of any filing of a petition under the Federal Bankruptcy Law or any insolvency laws, or any Between the City of National City 11 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real laws for composition of indebtedness on for the reorganization of debtors. The Parties are not aware of the existence of any threatened or contemplated actions, claims or proceedings or of the existence of any facts which might give rise to any such actions, claims or proceedings and each Party shall protect, indemnify and hold the other Party harmless from and against any causes of action arising out of or relating to their Real Property, where the incidents or events which are the basis of any such lawsuit or cause of action are alleged to have occurred prior to the Closing. 12.3. Agreements. To the Parties' knowledge there are no agreements (whether oral or written), affecting or relating to the right of any party with respect to the possession of their Real Property, or any portion thereof, which are obligations which will affect their Real Property or any portion thereof subsequent to the recordation of the Grant Deeds except as set forth in the Contracts provided to and approved by the Parties in accordance with Section 6.1.2.2 hereof, or as may be reflected in the Approved Condition of Title; 12.4. Documents True. To the Parties' knowledge all documents delivered to the other Party pursuant to this Agreement are true, accurate, correct and complete copies of originals and any and all information prepared by each Party or at each Party's direction and supplied to the other Party in accordance with Section 7 hereof are true, accurate, correct and complete; 12.5. No Other Documents. The documents delivered by each Party to the other Party pursuant to Section 6.1.2 above are all of the documents known to exist relative to the use, ownership, maintenance, management and construction on or of their Real Property. Neither Party has assigned its rights thereunder to any other person, firm or entity. 12.6. No Notices. Neither Party has received notice of (i) any change contemplated in any applicable laws, ordinances or restrictions, (ii) any judicial or administrative action, (iii) any action by adjacent landowners, or (iv) natural or artificial conditions upon their Real Property or adjoining property which would prevent, impede, limit or render more costly either Party's contemplated use of their Real Property; 12.7. Taxes. Other than the amounts disclosed by the tax bills delivered to each Party, to the Parties' knowledge no other real property taxes or assessments have been or will be assessed against their Real Property for the current tax year. Neither Party has any knowledge, and neither Party has received notice to the contrary, of any special assessments or charges which have been levied against their Real Property, or which will result from work, activities, or improvements done to their Real Property by either Party or of any intended public improvements which will result in any charge being levied against, or in the creation of any lien upon their Real Property, or any portion thereof; 12.8. Utilities. To the Parties' knowledge, the Improvements located upon their Real Property are and, as of the Closing Date, shall be connected to and served by water, solid waste and sewage disposal, drainage, telephone, gas, electricity and other Between the City of National City 12 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real utility equipment facilities and services required by law and which are adequate for the contemplated use and operation of their Real Property, or any portion thereof, and which are installed and connected pursuant to valid permits and are in full compliance with all governmental authorities with jurisdiction. To the best knowledge of the Parties, no fact or condition exists which would result in the termination or impairment in the furnishing of utility services to the Improvements. Neither Party has received any notice from any individual or entity indicating that any of such facilities are inadequate or are not in good operating condition; 12.9. Insurance Notices. Neither Party has received any notice from any of their insurance carriers of any defects or inadequacies in their Real Property or any portion thereof which would adversely affect the insurability of their Real Property or the cost of any such insurance. No insurance claims are pending with respect to all or any portion of the Party's Real Property; 12.10. FIRPTA. Neither Party is a "Foreign Person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986; and 12.11. Representations and Warranties at Closing. The representations and warranties of the parties set forth in this Agreement shall be deemed to be remade and restated by the Parties on and as of the Close of Escrow 13. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the City: To Illes: Chris Zapata City Manager City of National City 1243 National City Boulevard National City CA 91950-4301 Richard Iiles 522 West 8th Street National City CA 91950 Between the City of National City 13 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real With a copy to: Claudia Silva City Attorney 1243 National City Boulevard National City CA 91950-4301 With a copy to: Kenneth T. Calegari, Esq. Calegari Law Corporation 11440 W. Bernardo Court Suite 300 San Diego CA 92127-1644 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 14. MISCELLANEOUS. 14.1. Survival of Covenants. The covenants, representations and warranties of the Parties set forth in this Agreement shall survive the recordation of the Grant Deeds and the Close of Escrow. 14.2. Required Actions of the Parties. The Parties agree to execute such instruments and documents and to diligently undertake such actions as may be required to consummate the real property exchange herein contemplated and shall use their best efforts to accomplish the Close of Escrow in accordance with the provisions hereof. 14.3. Computation of Time Periods. If the date upon which the Contingency Period expires, the Closing Date or any other date or time period provides for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. 14.4. Counterparts. This Agreement may be executed in multiple originals or counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. 14.5. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. 14.6. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to Between the City of National City 14 Agreement for Exchange of Real and Richard Illes Property and Joint Escrow Instructions confer any rights upon, or obligate any of the Parties hereto, to any person or entity other than the parties hereto. 14.7. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 14.8. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties hereto. 14.9. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 14.10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14.11. Fees and Other Expenses. Except as otherwise provided herein, each of the Parties hereto shall pay its own fees and expenses in connection with this Agreement. 14.12. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the Parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 14.13. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto. 14.14. Construction. The parties acknowledge and agree that (i) each Party is of equal bargaining strength, (ii) each Party has actively participated in the drafting preparation and negotiation of this Agreement, (iii) each such Party has consulted with the Party's own, independent counsel, and such other professional advisors as such Party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each Party and such Party's counsel and advisors have reviewed this Agreement, (v) each Party has agreed to enter into this Agreement following such review and the rendering of such advice, and (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. 15. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the Parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules or their equivalent of Judicial Arbitration and Mediation Services ("JAMS") before resorting to arbitration. The costs of mediation shall be borne equally by Between the City of National City 15 Agreement for Exchange of Real and Richard Illes Property and Joint Escrow Instructions the Parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules or their equivalent as ordered by JAMS. Any award rendered shall be final and conclusive upon the Parties, and a judgment thereon maybe entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified Party as part of the arbitration award. City's Initials -- Signature Page to Follow -- Illes' Initials Between the City of National City 16 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above. 1LLES FAMILY TRUST By: Richard Iiles, Co -Trustee Beverly Ann Ill Co -Trustee Acceptance by Escrow Holder: CITY OF NATIONAL CITY By: on Morrison, Mayor Stewart Title Company hereby acknowledges that it has received a fully executed original or original executed counterparts of the foregoing Agreement for Exchange of Real Property and Joint Escrow Instructions, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: , 2010. Stewart Title Company a California corporation By: Its Authorized Agent Name: Title: Between the City of National City 17 and Richard Illes Property and Joint Escrow Instructions Agreement for Exchange of Real EXHIBIT A EXHIBIT "A" LEGAL DESCRIPTION Order No.: 288553 Escrow No: 288553 The land referred to herein is situated in the State of California, County of San Diego, City of National City, and described as follows: Parcel 2 of Parcel Map No. 2066, in the City of National City, County of San Diego, State of California, according to map on file in the office of the county recorder of San Diego County, being a division of Blocks 137, 182, 183 and 184, together with closed portions of Ninth and Tenth Streets and Wilson Avenue, closed to public use, all in National City, according to Map 348, filed in the office of the county recorder of San Diego County. (End of Legal Description) EXHIBIT B J M S V ,. t N INTERSTATE 5 1nI I`I^It� Y-LE2L8 dVYI 786 1'tlWl1 nr del r a It: It , �A BL-LE_E98 �VWI386 Sq-'tl d 401 11 `u)$yIG-Lf- tv dVh 375 Z' 'Id 'tlOd I I I I I 14 3Av I r I ED MAP 348 - NATIONAL CITY RE - PILED Description: San Diego,CA Assessor Map 555.7 Page: 1 of 1 Order: m Comment: EXHIBIT C EXHIBIT "C" LEGAL DESCRIPTION Order No.: 284099 Escrow No: 284099 The land referred to herein is situated in the State of California, County of San Diego, City of National City, and described as follows: PARCEL 1: BLOCK 84 AND THAT PORTION OF BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, OCTOBER 2, 1882, TOGETHER WITH PORTIONS OF 20TH STREET, LYING BETWEEN SAID BLOCKS 84 AND 85 AND OF COOLIDGE AVENUE ADJOINING SAID BLOCKS ON THE SOUTHWEST AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBLIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL. WITH AND 130 FEET NORTHWESTERLY OF THE CENTER LINE OF 21 ST STREET ADJOINING SAID BLOCK 85 OF THE SOUTHEAST. EXCEPTING THEREFROM THE ABOVE DESCRIBED PARCEL OF LAND ALL THAT PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY I,INE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT ] IN SAID BLOCK 151; THENCE NORTHERLY IN A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 1 IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND. ALL THAT PORTION LYING SOUTHERLY OF A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. PARCEL 2: BLOCK 85 IN NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 348, FILED IN THE. OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON OCTOBER 2, 1882; TOGETHER WITH PORTIONS OF 20TH STREET LYING NORTHWESTERLY OF SAID BLOCK 85, AND OF COOLIDGE AVENUE ADJOINING SAID BLOCK ON THE SOUTHWEST AS SAID STREET AND AVENUE ARE CLOSED AND VACATED TO PUBIC USE, ALL LYING NORTHWESTERLY OF A LINE DRAWN PARALLEL WITH AND 130.00 FEET NORTHWESTERLY OF THE CENTERLINE OF 21ST STREET ADJOINING SAID BLOCK 85 ON THE SOUTHEAST. EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND ALL THAT PORTION LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF BLOCK 151 OF SAID MAP 348, DISTANT THEREON 200 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF LOT I IN SAID BLOCK 151; THENCE NORTHERLY IN A STRAIGHT LINE TO THE MOST WESTERLY CORNER OF LOT 2 IN BLOCK 45 OF SAID MAP 348. ALSO EXCEPTING FROM THE ABOVE DESCRIBED PARCEL OF LAND, ALL THAT PORTION LYING NORTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY LINE OF SAID PARCEL AND 214.00 FEET NORTHERLY OF SAID SOUTHERLY LINE AS MEASURED ALONG THE EASTERLY LINE OF SAID PARCEL. (End of Legal Description) EXHIBIT D COOLIDGE AVE 20TH ST. SAN IREGO COUNTT ASSESSOR'S MAP soon S6O PAGE 39 COI 22S NW t S IMP WAS 1 JW D EDP .1SSES9(3D RAMS ONLY. PE11MLElY S ASSL ED /DI TIE A[QRAGT OF TIE DATA 91m1 A59:S DYS PENCIIS WI MDT CAW WE 10C4 AE9NWN m B.!@C. Rm5MICES C' PARCEL # FARCEL # L. W 0 O 2 STREET CLOSED 22 -I F- — 3�20 4 Lf Et. 19 5. _ SIBE18 1 6I y `• 7 167 AC — 7 -1 1-16 - - e 1.-15 9 14 - i`u 10 HM1-13 ST. 0 3 2.31 AC4 g _ BLK 5 — 6-1 —10 CLSD. 3 22_ 21 :9 o I 760-106-65 2 3 4 s Cr./ 2 7 BLK a u 9 10 22 210- 20 QED 18 _ 17 11 I6 15 43 rO __ J W W N S 1521_ 17— _— 8yr 15_ 9 - 14— 10 141 13 4,0 ] e ST CLSD ; ST CLSD ED m 19 5 � 18 6 17 BLK. 7 F 22 8 15 0 13 " -N •� IT (Y' 0 Wn Z J 7 � t- u y 20TH ST. 560— 39 , 1/27/2001 S CHANGES m 0LD NEW u2 3S5FMC in ll21ro C?J'-'.1., -/a 32 CM- �mWI_1sEPPIARINNIMINel rrawilirmuzza numffirnmErm MI 12 191 CMS mmmomi ®ngs®r®' mEMI=Z_ WELEIIIDIKATEA MIA MI RINI ©a®oEll -111111111111U- ---1111- ---■IIIM ---U- ---11— IIIIIIIIIIINMI- --111111U- ---111— STREET MAP 348 - NATIONAL CITY RE —FILED FEB 0 1 Z001 0 N 0 0 N w W 0 3AV 39011000 �t pc.. e, ,y.. oP �^ ern 5: °o Q e J r1" 'f- 1/4 �yw. ,,, 34,A 0 0 m ,1 4 h A W i N M N --- (311N3AV ) (� -0A"1e N - O t 0, ,0 r- ,o s V v1 I 1. o NIN1N1LJ 1 1 1 l 11 y Q5-13 A311V T I H I T TT 11 N T V Yl b r- CO 0, O i w VII I i i !,l I I =; „: Qa 1 y NqK er'o✓J w!fl#SJ V S ,_ (Saar) WV Al, l i l l t( I 1 I < I t I IO°'�lli w 3AV 3AV A110 (1VNOIIVN) -1VNOILVN � '"I �� ( I ( I°• o O IWIr QI& lil 1_1I_1_A �TTT1'TTT.TT1 1- N n1 0 .A ,O r` W m 21 0 U I1 ICI?,ICI?,l V:1�i I I 1 .1 Ol I ..1�l 161 I III I 1..1 .. 3AV 113A3S0OU i H3A0OH 3001100D a) M 0 w J W O J 4 Z 0 I - a Z— Cq = o— cn aO m Description: San Diego,CA Assessor Map 560.20 Page: 1 of 1 Order: I Comment: EXHIBIT E To: Mike Della Date: April 18, 2011 From: George Eiser Subject: Transmittal of Real Property Exchange Agreement between the City and the Illes Family Trust Transmitted herewith for your files is the executed original of the Agreement for Exchange of Real Property and Joint Escrow Instructions between the City and the Illes Family Trust, dated Sepember 23, 2010. Cc: Colby Young Virginia Miller CITY OF NATIONAL CITY OFFICE OF THE CITY ATTORNEY 1243 National City Boulevard, National City, CA 91950-4301 Claudia G. Silva • City Attorney Phone: (619) 336-4220 Fax: (619) 336-4327 TDD: (619) 336-1615 E-mail: Attorney@nationalcityca.gov TO: City Clerk FROM: Ginny Miller, Executive Assista SUBJECT: DATE: April 28, 2011 Fourth Amendment to Option to Purchase Agreement between the Parking Authority of the City of National City and the County of San Diego Attached please find an original, full -executed Fourth Amendment to Option to Purchase Agreement between the Parking Authority and the County of San Diego for processing. A fully - executed original was retained by the County. Attachment cc: City Attorney (w/o attch.) APRIL F. HEINZE, P.E. Director (858) 694-2527 FAX (858) 694-8929 April 26, 2011 cunt of ,San DEPARTMENT OF GENERAL SERVICES 5560 OVERLAND AVE., STE. 410, SAN DIEGO, CA 92123 Claudia G. Silva, Esq. Office of the City Attorney CITY OF NATIONAL CITY 1243 National City Blvd. National City, Ca. 91950-4301 FACILITIES OPERATIONS FLEET MANAGEMENT MAIL SERVICES PROJECT MANAGEMENT REAL ESTATE SERVICES FOURTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT — PLAZA BONITA Claudia, Attached is one original of the executed Fourth Amendment to the Option to Purchase Agreement for the 15.08-acre parcel on Sweetwater Road adjacent to Plaza Bonita. Thank you for your assistance. CARL W. HARRY, Real Estate P .ject Manager Real Estate Services Division Enclosures cc: Mark Mead, Senior Deputy County Counsel, MS A-12 FOURTH AMENDMENT TO OPTION TO PURCHASE AGREEMENT This Fourth Amendment to Option to Purchase Agreement ("Fourth Amendment") is made as of / , 2011 by and between the COUNTY OF SAN DIEGO, a poli cal subdi Sion of the State of California ("County") and the PARKING AUTHORIT OF THE CITY OF NATIONAL CITY, a public body corporate and politic created pursuant to the Parking Law of 1949 ("Optionee") with reference to the following facts: RECITALS A. Optionee owns a 15.08-acre parcel of land at the southwest corner of Sweetwater Road and Bonita Center Road in National City, California, identified as County Assessor's Parcel Number 564-471-11. B. In 1978, Optionee conveyed to County an easement for open space and park purposes over this 15.08-acre parcel (the Easement). C. Optionee wishes to purchase the Easement from County. D. On April 3, 2007, County and Optionee entered into an Option to Purchase Agreement ("Option Agreement") setting forth the terms of an option whereby Optionee could purchase the Easement from County. E. On December 13, 2007, Optionee exercised its option to purchase the Easement, and on March 12, 2008, Optionee and County opened escrow pursuant to the terms of the Option Agreement. F. Optionee was unable to meet the 90-day deadline for closing escrow, and requested that the date for close of escrow be extended to December 31, 2008. G. On July 2, 2008, the parties executed the First Amendment to Option Agreement which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2008. H. Optionee was unable to meet the December 31, 2008 deadline. Therefore, on October 14, 2008, the parties executed the Second Amendment to Option Agreement which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2009. I. Optionee was unable to meet the December 31, 2009 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. Therefore, the parties executed the Third Amendment to Option Agreement which extended the deadline for close of escrow and the term of the Option Agreement to December 31, 2010. 1 J. Optionee was unable to meet the December 31, 2010 deadline and requested that the deadline for close of escrow and the term of the Option Agreement be extended for an additional year. AGREEMENT Now, therefore, the parties agree as follows: 1. Optionee shall pay County $1.00 as consideration for this Fourth Amendment. The payment shall be made as specified in paragraph 3B of the Option Agreement. 2. Paragraph 2 of the Option Agreement is amended to read as follows: The term ("Term ") of this Option Agreement shall be from the Effective Date through December 31, 2011. 3. Paragraph 9C2) of the Option Agreement is amended to read as follows Close of Escrow; Closing Date. Escrow shall close either on or before December 31, 2011, or five business days after Optionee's notice to County and escrow company requesting to close escrow, whichever is sooner, ("Close of Escrow" or "Closing Date'). The terms "Close of Escrow" and/or "Closing Date" shall mean the date the deeds conveying title to the Easement and title to the Walkway Area are recorded in the Office of the County Recorder of the County of San Diego. 4. All other terms and conditions of the Option Agreement dated April 3, 2007, remain in full force and effect. County of San Diego and [Remainder of this page left blank intentionally.] 2 National City Parking Authority Fourth Amendment (15.08-Acre Parcel) Option to Purchase Agreement • IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Option Agreement effective as of the date first written above. By: OPTIONEE: RON MORRISON, Chairman Parking Authority of the City of National City By: A, Secretary Apprd as to for and legality DIA G TUA SILVA ity Attorney COUNTY OF SAN DIEGO: Approved as to form and legality County Counsel By: ��/���1 By: �1 AP IL F. HEINZE, Se�y Director of General Services County of San Diego and 3 National City Parking Authority Fourth Amendment (15.08-Acre Parcel) Option to Purchase Agreement