Loading...
2000-105854 · sor.31 2000 0 ,05854 F~'ecording requested by ~ It ~?st American Title Escrow No. 301967-TS ~'"~L-~F O1 ~ 2000 4 Title Order No. 1237508-4 When Recorded Mail Document (~FFIOIAL and Tax Statement To: SAIl DIEGO COUNTY REORDER'8 OFFICE City of Enoinites 8 8 ~ ~} GRE~RY ~!. ~M===~H, COUNTY REC[$~DER o/o David Wiggington FEES: 2ooo-o~osos4 DEEDSPACE ABOVE THIS LINE FOR RECORDER'S USE APN: 260-430-62-00 CORPORATION GRANT The undersigned grantor(s) declare(s) Documentary transfer tax is: .~ [ X ] computed on full value of property conveyed, or ~-'~ [ ] computed on full value less value of liens or encumbrances remaining at time of sale, [ ] Unincorporated Area City of Encinitas FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SA~ D~_~:G0 SEA$IDg C~{URC~{ OF RE~.IG]:OTJS SCTE~CE, A NO~ROFT~ RE].TGTOU$ C0R~ORA~ION hereby GRANT(S) to City of Encinitas the following described real property in the City of Encinitas County of San Diego, State of California: See exhibit "A" attached. DAIED: January 27, 2000 STAT[: OF CALIFOBNIA San Diego Seaside Church/]of Reli§ious Science, A COUNTY OF SAN DIEGO N~o~po~ifo~niacorporation ON F-~.~,~'~F~ ~ . ~F2 before me, ~Fotr~ga :~, ~'-~¢i~-~-~.~J j~ersonally appeared ©hr~t~&n .5~oFe. F~V' ~. S.P~r~'I'~FN l~nTl'~ian Soren~ '~ personally known to me (or proved to me on the basis ~'/'~,'¢.)~ (~['I.~¢'('t d~6~[,~o~,.~-,~ of satisfactory evidenoel to he the person~ whose name~)~/are subscribed to the within instrument and acknowledged to me tbat(~/t4~y executed the same in~l~/t~ir authorized capacityli~, and that by(~l~/t~ir signature~ on the instrument the pers~n(e~, or the entity upon behalf of which the ~ person(~) acted, executed the instrument. 1 ~,M1¢Oc~~2~ Witness m~a)~/~nd official seal,. Signature ]~ C¢~II~II~ t I I_~_ MAIL TAX STATEMENTS AS DIRECTED ABOVE FD-213 (Rev 7/96) GRANT DEED 8860 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY' OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS A I I ACHED 'READS AS FOLLOWS: Name of the Notary: Commission Number: / )~ (¢'~-~ Date Commission Expires: County Where Bond is Filed: [~qanufacturer or Vendor Number: (Located on both sides of the notary seal border) 5i,~qature: Firn~app[icabie) 8861 CERTIFICATION This is to certify that the interest in real property conveyed by this instrument to the City of Encinitas, a municipal corporation is hereby accepted by the undersigned officer on behalf of the City of Encinitas pursuant to City Council approval on December 8, 1999 and the grantee consents to recordation thereof by it duly authorized officer. Dated: _~/Z...~ ?//~:)~) by /~/? ~ity Manager 8 S e 2 o ,ER No. 23750 4 TH]] LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: ALL THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 23, TOWNSHIP 13 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF ENCINITAS, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA., MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23 BEING A POINT ON THE CENTERLINE OF LAKE DRIVE; THENCE ALONG THE WEST L1NE OF SAID NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHV~ST QUARTER AND CENTERLINE OF LAKE DRIVE I. SOUTH 0°l 7'00" WEST 62.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SECTION LINE 2. SOUTH 0°17'00" WEST 265.81 FEET TO THE WESTERLY QUARTER CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23; THENCE ALONG THE SOUTHERLY LINE OF THE NORTH HALF OF THE NORTHEAST QUARTER OF THE NORTH EAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 23 3. SOUTH 89%8' 10" EAST 218.00 FEET THENCE LEAVING SAID SECTION LINE 4. NORTH 0°17'00'' EAST 25.00 FEET THENCE 5. SOUTH 89°43'00' EAST 21.00 FEET THENCE 6. NORTH 0°l 7'00" EAST 261.54 FEET TO A LINE PARALLEL WITH AND 41.00 FEET SOUTH OF THE CENTERL1NE OF SAID SECTION 23; THENCE 7. NORTH 89o53'00" WEST 172.29 FEET THENCE 8. SOUTH 60°17'00" WEST 42.39 FEET THENCE 9. ~1ORTH 89°43'00" WEST 30.00 FEET TO THE TRUE POINT OF BEGINNING. PW/cmp 2-17-2000 FEBRUARY 03, 2000 11:37 AM DM PAGE 5 AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS Approximately 1.5 acres of land located at 1613 Lake Drive, Encinitas, CA THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS (the Agreement) is made and entered into as of the ~_~ day of ~ r~.~,~z,~, , ~ , by and between SAN DIEGO SEASIDE CHURCH OF - RELIGIOUS SCIENCE or its successors, assigns and/or nominees (Seller) and the CITY OF ENCINITAS (Buyer). RECITALS: A. Seller is the owner of that certain real property located in the City of Encinitas (City), County of San Diego, State of California, consisting of approximately 1.5 acres of land located at 1613 Lake Drive, Encinitas, CA, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the Property). B. Buyer wishes to acquire this Property for the purpose of expanding the adjacent park facility for the provision of additional recreation services. C. Subject to the satisfaction of the terms and conditions hereinafter set forth, Buyer desires to purchase the Property, and Seller desires to sell the Property, for the price and subject to the terms and conditions hereinafter set forth. D. Buyer has pe~ormed a Stage 1 environmental inspection of the property and is satisfied that no hazardous materials exist on the property that would preclude Buyer's intended use of the same. 1 AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein, the parties hereto agree as follows: 1. Purchase and Sale. For the purchase price and upon and subject to the terms and conditions herein set forth, Seller hereby agrees to sell the Property to Buyer, and Buyer hereby agrees to purchase the property from Seller. 2. Purchase Price. The purchase price (the Purchase Price) for the Property shall be the sum of FOUR HUNDRED TWENTY THOUSAND DOLLARS ($420,000). Buyer's deposit to Escrow shall be payable by Buyer depositing into Escrow, at least one (1) business day prior to the Close of Escrow (as hereinafter defined), a certified or cashier's check made payable to Escrow Holder (as hereinafter defined) in an amount equal to the Purchase Price, less the remainder of Buyer's Deposit, if any, and plus such additional sums as may be necessary for Buyer's share of escrow and other closing costs. 3. Title. Title to the Property shall be conveyed to Buyer by grant deed in fee (the Deed), which Deed shall be duly executed and acknowledged and shall be deposited by Seller into escrow at least three (3) business days prior to the Close of Escrow. Title shall be subject only to the following Conditions of Title (the Conditions of Title) as applicable. a. A lien to secure payment of real estate taxes not delinquent; b. Matters affecting the Condition of Title suffered or created by, or with the written consent of Buyer; c. Any other matters disclosed by a preliminary title report covering the Property (the Preliminary Title Report), issued in connection with the transfer of title with respect to the Property by Fidelity National Title Company (the Title Company) and not disapproved in writing by Buyer within fifteen (15) days after receipt by Buyer of the Preliminary Title Report and copies of all documents referred to therein; failure to disapprove any such matter within said fifteen (15) day period by giving written notice thereof to Seller and Escrow Holder shall be conclusively deemed to be the approval thereof by Buyer. Buyer may conditionally approve the Preliminary Title Report subject to removal by Seller of any exceptions disapproved by Buyer. Any disapproved exception which is a monetary lien or encumbrance shall be paid from funds due Seller at the Close of Escrow. If Buyer shall disapprove any exception reflected in the Preliminary Title Report which does not constitute a monetary lien or encumbrance, Seller may, no later than ten (10) days prior to the Close of Escrow (the Cure Period), attempt to remove, alter, modify or otherwise satisfy Buyer with respect to the disapproved exception. If a Cure reasonably satisfactory to Buyer of such disapproved exception is not effected within the Cure Period, Buyer may, by written notice delivered to Seller within five (5) days following the expiration of the Cure Period, terminate this Agreement and Escrow and all rights and obligations of the parties hereunder and thereunder. 4. Escrow: Escrow for the purchase of the Property shall be effected pursuant to the following: 4.1 As used herein, the term Opening of Escrow shall mean the date fully executed copies of this Agreement are delivered to and accepted by Fidelity National Title located at 191 North El Camino Real, Suite 204, Encinitas, CA (the Escrow Holder) in writing. The Opening of Escrow shall be on or before a date which is three (3) calendar days after the date this Agreement is executed by both Buyer and Seller. This Agreement shall be considered as the escrow instructions between the parties, with such further escrow instructions (Standard Conditions) as Escrow Holder shall require to clarify the duties and responsibilities of Escrow Holder. If the Standard Conditions prepared by Escrow Holder are inconsistent with the terms of this Agreement, the Standard Conditions shall be modified to the extent necessary to give full and final effect to the terms of this Agreement. If Escrow Holder shall require further instructions, Escrow Holder shall promptly prepare such further escrow instructions, which if acceptable to them, shall promptly be signed by Buyer and Seller. Such further escrow instructions shall provide that in the event of any conflict between the terms and conditions of this Agreement and said further escrow instructions, the terms and conditions of this Agreement shall control. 4.2 As used herein, the term "Close of Escrow" shall be the date the Escrow Holder causes the Deed to be recorded, which shall be 45 days or sooner from the Opening of Escrow. 4.3 In the event the Close of Escrow shall fail to have occurred as provided for in Paragraph 4.2 hereof, either party not then in default may terminate Escrow and its obligations hereunder upon three (3) days prior written 4 notice to the other party and Escrow Holder. In the event of such termination, all sums and documents deposited in Escrow (less applicable escrow fees) shall be returned to the depositing party, and each party shall retain any and all rights said party may have against the other under this Agreement. 5. Title Insurance. At the Close of Escrow, the Title Company shall furnish to Buyer an ALTA Owners standard policy of title insurance, insuring title to the Property as vested in Buyer subject only to the Conditions of Title (the Title Policy). The Title Policy shall be in an amount equal to the Purchase Price, shall be dated as of the date and time of recordation of the Deed, and shall be issued and delivered to Buyer as promptly as practicable following such recordation. Seller shall bear the costs of the issuance of a CLTA standard title insurance policy, and Buyer shall pay the additional premium for the ALTA policy, and the cost of the necessary survey. It shall be a condition precedent to the Close of Escrow and Buyer's obligations hereunder that the Title Company be committed to issue the Title Policy. 6. Seller's Representations and Warranties. Seller hereby warrants and represents to Buyer that the statements made herein are true and correct as of the date of this Agreement, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition precedent to all of Buyer's obligations under this Agreement. 6.10r.qanization; Authority. Seller is a California non-profit organization, duly organized, validly existing and in good standing under the laws of the State of California. Seller has full power and authority to own and sell and convey the Property to Buyer and to enter into and perform its obligations pursuant to this Agreement. 6.2 Ownership; Title. To the best of Seller's knowledge, the Properly is not subject to any unrecorded instruments affecting title to or use of the Property and no other person claims or has claimed title to or possession of the Property, any part thereof or interest therein, or any right thereto not reflected in the public records. 6.3 Authority. This Agreement and all other documents delivered by Seller to Buyer now or at the Close of Escrow have been or will be duly executed and delivered by Seller and are or will be legal, valid and binding obligations of Seller, sufficient to convey to Buyer good and marketable title to the Property and are enforceable (subject to the rights of creditors generally) in accordance with their respective terms. The person(s) who have executed this Agreement and other instruments required under this Agreement on behalf of Seller. have been, or will be, duly authorized to execute the same on Seller's behalf and no other persons are required to execute this Agreement on behalf of Seller. 6.4 Taxes. Seller has and shall have paid before delinquency and before the Close of Escrow all taxes and assessments levied and assessed against the Property. 6.5 Violation of Law. The Property and any contiguous real property owned by Seller is not in violation of any Federal, State or local law, regulation or ordinance relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater, conditions underlying the Property which could affect the Property or its use or development, and neither Seller nor any other person or predecessor in interest has used, generated, manufactured, stored or disposed Of on, under or about the Property or transported to or from the Property any flammable materials, explosives, radioactive materials, hazardous or contaminated materials or substances, toxic or noxious materials, substances or related materials or substances (Hazardous Materials). For the purpose of this Section Hazardous Materials shall include, without limitation, substances defined as hazardous substance, extremely hazardous wastes or restricted hazardous wastes, or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Water Pollution control Act, 33 U.S.C. Section 1317 et seq. Sections 25115, 25117, 25122.7, 25140, 25249.5, 25249.8, 25281,25316 or 25501 of the California Health & Safety Code; or any substances so defined as stated in any of the adopted regulations and publications promulgated pursuant to said laws as they may be amended from time to time. Without limiting the generality of the foregoing, Seller hereby agrees to indemnify and hold harmless Buyer and its elected officials, employees and agents, and any successors to Buyer's interest in the Property, from and against any and all claims, demands, suits, damages, ? obligations, liabilities, losses, costs and expenses, including, without limitation, (i) all consequential damages, directly or indirectly arising out of the use, generation, storage or disposal of Hazardous Materials by Seller, or any prior owner or operator of the Property, (ii) the cost of any required or necessary remediation, repair, cleanup or detoxification and the preparation of required plans as a result of the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials by any Person on the Property prior to transfer of title thereto to Buyer, whether or not such action is required or necessary prior to or following transfer of title to the Property to Buyer, and (iii) attorney's fees, court costs and administrative procedural costs. 6.6 Litigation. Seller warrants and guarantees that to the best of Seller's knowledge there are no claims, actions, suits or proceedings continuing, pending or threatened against or affecting Seller or the Property, or involving the validity or enforceability of this Agreement or of any other documents or instruments to be delivered by Seller at the Close of Escrow, at law or in equity, or before or by any Federal, State, local or other governmental department, board, commission, bureau, agency or instrumentality. Seller is not subject to or in default under any notice, order, writ, injunction, decree or demand of any court or any governmental department, board, commission, bureau, agency or instrumentality. 6.7 Public Improvements. Seller warrants and guarantees that there are no continuing, pending or threatened public improvements which result or would result in any tax assessment or other charges being levied or assessed against the Property. 6.8 No Breach. Seller warrants and the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby shall not violate or result in any breach of or constitute a default under or conflict with or cause any acceleration of any obligation with respect to any provision or restriction of any lien, lease agreement, contract, instrument, order, judgment, award, decree, statute, regulation or ordinance, or any other restriction of any kind or character to which Seller is a party or by which Seller or the Property are bound. 6.9 Absence of Fraud and Misleadin,q Statements. No representation, warranty or statement of Seller in this Agreement or in any document, certificate or schedule furnished or to be furnished to Buyer pursuant hereto or in connection with the transaction contemplated hereby contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary to make the statement of fact contained herein or therein misleading. All such representations, warranties or statements of Seller are based upon current, accurate and complete information at the time of this making and there has been no adverse material change in such information subsequent thereto. 7. Expenses/Prorations. Buyer and Seller shall each pay one-half (1/2) of escrow fees. Seller shall pay all costs in connection with the recordation of the Deed. In the event escrow fails to close due to the default of either party hereto, such defaulting party shall be responsible for all escrow fees and costs, including, without limitation, reasonable cancellation or termination fees charged by Escrow Holder. 8. Possession. Possession of the Property shall be delivered to Buyer at the Close of Escrow. 9. Indemnification. The following provisions shall govern indemnification of the parties: 9.1 Seller shall indemnify and hold Buyer and the Property free, clear and harmless from any and all claims, losses, damages, injuries and liabilities, including reasonable attorneys' fees, arising from or on account of: (I) Seller's ownership of all or any portion of the Property, or resulting from any act in connection therewith, whether or not disclosed hereunder to Buyer by Seller; or (ii) any breach by Seller of any of Seller's representations or warranties set forth herein; or (iii) any matters and/or obligations of Seller regarding the Property not assumed by Buyer herein or otherwise expressly assumed in writing by Buyer arising before the Close of Escrow. 9.2 Buyer shall indemnify and hold Seller and the Property free, clear and harmless from any and all claims, losses, damages, injuries and liabilities, including reasonable attorney's fees, arising from or on account of: 10 (I) Buyer's ownership of all or any portion of the Property or resulting from any act in connection therewith; or (ii) any material breach by Buyer of any of Buyer's representations or warranties set forth herein; or 10. Broker's Commission. Buyer warrants and represents to Seller that Buyer has not incurred any obligation for the payment of any real estate commission, finder's fees or other like sum in connection with the transactions contemplated herein, and except as expressly provided for herein Seller likewise warrants and represents to Buyer that Seller has not incurred any other commission obligation. Buyer and Seller hereby agree to indemnify and hold the other harmless from any and all causes of action, claims, demands, or suits, including attorneys' fees, which any broker, agent or finder, licensed or otherwise, may have or claim to have by reason of the conduct or contracts of the indemnifying party. This provision shall survive any termination of this Agreement. Seller agrees to pay Dyson & Dyson a commission of $4,200 at close of escrow. 11. Buyer's Deposit in Escrow. Buyer shall deposit $50,000 (the Deposit) into Escrow within five (5) days after the Opening of Escrow. 12. General. {a) Procedure: Whenever Buyer gives written notice of disapproval of anyone or more of the items set forth herein, Seller shall have ten (10) days from receipt of such notice to respond. Should Seller be unwilling or unable to correct the condition(s) disapproved by Buyer, or if Seller fails to respond within such time period, Buyer may then cancel this Agreement by giving written notice of cancellation to Seller and to Escrow Holder within ten (10) days of receipt of Seller's response or from expiration of the time set for Seller's response. (b) Physical and Geoloqical Inspection: Buyer shall have the right, at Buyer's expense, to use its own staff members or to select licensed contractor(s) and other qualified professional(s), to make Inspections (including tests, surveys, other studies, inspections and investigations)of the Property, including but not limited to sewer/septic system, wells, soils, percolation, geological conditions and environmental hazards, such as but not limited to, any past or current generation, storage, release, threatened release, disposal and presence and location of, PCB transformers, petroleum products, flammable explosives, underground storage tanks and other hazardous, toxic or contaminated substance of condition on or about the Property. Buyer shall keep the Property free and clear of any liens, indemnify and hold Seller harmless from all liability claims, demands, damages or costs, and repair all damages to the Property arising from the Inspections. All claimed defects concerning the condition of the Property that adversely affect the use of the Property for the purposes of the Project shall be in writing, supported by written reports, if any, and delivered to Seller within ten (10) calendar days from completion of the Inspections. Buyer shall furnish Seller with copies, at no cost, of all reports concerning the property obtained by Buyer. (c) Utilities and Services: Within ten (10) calendar days from Opening of Escrow, Buyer shall have the right to determine the availability and costs of utilities and services including but not limited to sewerage, sanitation, water, electricity, gas, telephone, and drainage. When such inquiries disclose conditions or information which are unsatisfactory to Buyer, Buyer shall give written notice of disapproval to Seller within such time period. (d) Correctness of Seller's Representations and Warranties: All of Seller's warranties and representations contained in paragraph 6 are to be true and correct. Seller has warranted that Seller has no knowledge of and has received no notice of violations of City, County, State, Federal, Building, Zoning, Fire, Health Codes or ordinances, or other governmental regulation filed or issued against the Property. If Seller receives notice of any such violations prior to Close of Escrow, Seller shall immediately notify Buyer in writing, and Buyer will thereupon have ten (10) calendar days after receipt of notification to give Seller written notice of disapproval. (e) Condition of Property: Seller shall maintain the Property and improvements, if any, in the same condition upon the date of execution of this Agreement until closing of Escrow. (f) No Chanqes Durinq Escrow: Prior to Close of Escrow, Seller shall not (i) rent or lease any part of the Proper[y, or (ii) alter, modify or extend any agreement per tenancy thereto without first having obtained Buyer's written approval, which may be withheld or granted in Buyer's sole discretion. 13. Site Development (a) Parking: Within ten (10) days after closing of Escrow Buyer shall grant Seller a non-exclusive license to park cars at the adjoining park site subject to existing terms and access from the park site as conditional as may be prescribed by the Community Services Director of the City of Encinitas The parties intention is that the additional available parking provided by the agreement shall be credited to the off-street parking requirements for the church use and its occupancy load, if it is determined that more than 125 spaces are needed for sanctuary occupancy load. (Reference City of Encinitas Resolution No. PC 99-33). (b) Buyer shall grant Seller a sewer easement to maintain Seller's existing sewer line as shown on Exhibit B. (c) Buyer shall grant Seller a appurtenant drainage easement as described in Exhibit C, with the condition that all drainage over said easement shall be underground provided that until such easement is granted, Seller shall have a license for surface drainage. (d) Buyer shall grant Seller a license to drain surface water over and along the northerly property line of the adjacent Sports Park in the existing drainage swale. (e) Buyer shatl pay the following: 1. 100% of all park development costs. 2. Cost to remove the existing house off property. 14 3. 50% of costs for constructing concrete curb, gutter and parking along Seller's westerly property line (Exhibit B). 4. 25% of the costs for undergrounding electrical poles. 5. 50% of the cost for construction of entry road, including concrete curb and gutter along southerly property line of said entry road (Exhibit D). 6. If required by City Engineer, Buyer shall provide 50% of the cost of two under side walk drains. 7. Seller shall remove all greenhouse debris from site to the Buyer's satisfaction before the Close of Escrow. At Seller's option, Buyer shall reimburse Seller $3,550 for said service o_r Seller may transfer the property in as is condition with no reimbursement from Buyer. 8. Buyer, as part of park development, shall install vinyl coated chain link fence and landscape screening on the North and East property lines. 14. Notices. All written notices and demands of any kind which either party may be required or may desire to serve on the other in connection with this Agreement, may be served by personal delivery or registered or certified mail, return receipt requested. Any notices or demands so served by registered or certified mail shall be deposited in the United States mail, with postage thereon fully paid, addressed to the other party to be so served as follows: To Buyer: Kerry L. Miller, City Manager City of Encinitas 505 South Vulcan Avenue Encinitas, CA 92024 Tel. 760-633-2741 FAX 760-633-2626 To Seller: San Diego Seaside Church of Religious Science cio Christian Sorensen 1613 Lake Drive Cardiff, CA 92007 Any such communication shall be deemed to have been given at the time of such personal delivery or forty-eight (48) hours after the mailing thereof as herein above provided. Any party may change the address at which it is to receive notices by so notifying the other party to this Agreement in writing. 15. No Waiver. The waiver by either party of any term, condition 'or provision of this Agreement shall not be construed as a waiver of any other or subsequent term, condition or provision of this Agreement. 16. Time Is Of The Essence. Time is of the essence of the parties' obligation hereunder. 17. Gender. Whenever the context of this Agreement so requires, the masculine gender includes the feminine and neuter, the singular in number includes the plural, and the plural number includes the singular. 18. Attorneys' Fees. If either party hereto commences an action against the other to enforce any of the terms hereof, the losing or defaulting party shall pay to the prevailing party reasonable attorneys' fees and costs incurred in connection with the prosecution of such action (and upon any appeal). 19. Entire A~reement. This agreement and all documents referred to herein constitute: (a) the entire agreement between the parties hereto with respect to the subject matter thereof; (b) supersede all prior or simultaneous negotiations or agreements, and (c) may not be modified, amended or otherwise changed in any manner except by a writing executed by the party to be charged. 20. Representations and Warranties. All representations and warranties made by either party in this Agreement or any of the documents delivered to the other party in accordance with the terms of this Agreement shall be deemed remade as of the Close of Escrow and, together with the agreements made by Buyer and Seller hereunder to indemnify the other, shall survive the Close of Escrow. 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 22. Successors and Assiqns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 23. Standard Escrow Conditions. Escrow Holder's standard escrow conditions are hereby incorporated herein to the extent such conditions do not conflict with the terms and conditions contained in this typewritten Agreement. I? 24. Interpretation. This agreement is the product of arms-length negotiations and shall not be construed for or against either party. 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date first written above. SELLERS BUYER San Diego Seaside Church of Religious The City of Encinitas By: Christian Sorenson /By: ~Kerry L. Miller ¢¢¢/¢Secretary ,.~ ¢'~4~,o~(, City Manager 18 EXHIBIT A J.N. 98-130 9~3~99 RR EXHIBIT 'A' LEGAL DESCRIPTION FOR AREA TO BE DEEDED TO THE CITY OF ENCINITAS All that portion of the Northeast Quarter of the Northeast Quarter of the Southwest Quarter of Section 23, Township 13 South, Range 4 West, San Bemardino Meridian, in the County of San Diego, State of CaJifornia, more particularly described as follows: Beginning at the Northwest corner of the Northeast Quarter of the Northeast Quarter of the Southwest Quarter of said Section 23 and point on the centerline of Lake Drive; thence aJong the West line of said Northeast Quarter of the Northeast Quarter of the Southwest Quarter and centerline of La~e Drive 1. South 0°17'00" West 62.00 Feet to the TRUE POINT OF BEGINNING; thence continuing along said section line 2. South 0Ol 7'00" West 265.81 Feet; to the Westerly Quarter corner of the Northeast Quarter of the Northeast Quarter of the Southwest Quarter of said Section 23; thence along the Southerly line of the North haJf of the Northeast Quarter of the Northeast Quaxter of ,the Southwest Quarter of said Section 23 3. South 89o58'10" East 218.00 Feet; thence leaving said sect[on line 4. North 0o17'00- East 25.00 Feet; thence 5. South 89a43'00· East 21.00 Feet; thence 6. Nor:th 0°17'00· East 261.54 Feet to a line paraJlel with and 41.00 feet South of the centerline of said Section 23; thence 7. North 89053'00" West 172.29 Feet; thence 8. South 60°17'00" West 42.39 Feet; thence 9. North 89e43'00" West 30.00 Feet to the TRUE POINT OF BEGINNING. EXHIBIT/ ' ' .L--AKC '~ sooTroo',, 32~.8~' DRIVE 265.81' 62. 00' T.P.O.,~ NW COR OF N~ ti4, OF ~ ~ SCALE: ~ I AREA TO BE O~OEO TO ~E ~ ~ I O~ OF ~ClNITAS SO0~7'O0'W ~ ~: 260 - ~0 - 62 I.~ I~ ~, I EXHIBIT B J.N. EY~IBIT 'j~ LEGAL DESCRIPTION FOR PRIVATE :SEWER LATERAL EASEMENT Ali ~az l~ian of the Nar*J~east Quanta' ot ~e NeWest ~er at ~e ~u~t Queer of S~tlo~ ~, T~ns~ip ~e ~uffi~y 15.~ feet ~ ~e foiling de~flb~ ~ S~n 23 ~d ~int on ~ cente~ine ot ~ke O~; ~ce ~ng the W~t line of ~d N~ Ou~ of I. ~u~ ~17'~' W~t ~ F~t ~ ~e TRUE ~INT the N~ ~ 5. ~ 89e~'~' ~t ~.~ ~ 7. N~ ~53'~ W~t 17Z~ F~t; ~ence a. N~ ~'~'~' W~ ~.~ F~ ~ ~a ~UE ~INT ~ BEGINNING. EXHIBIT 'B' LAKE soo~roo'~ J~.8~' ORIVE J~Z81' I-~---~w c~ ~' ~ ~/~, ~ ,./" ~ ~/~. ~ ~ ~/~ ~ ~Z~ [ I, M~L ~T I I ~ : 260 - ~0 - ~ I.~ SES 2& T, f3 S., fl. 4 EXHIBIT C Nov-O~-99 04,:15P $O~.~av'cl:s & 8,r'owr~ Eng. 619 4.36-8603 J.N. 98-130 9/3/99 RB E.Y, HIB FT ~ FOR P~VATE D~N~GE NI ~ ~n of t~e No~ Qu~ of ~e Ne~ QU~ o~ ~e ~uthw~t Gu~er of S~on 13 ~, R~Ge 4 We~, ~ B~ino Mer(d~, in ~e ~n~ ~ S~ 0[~o, State ~ C~lfoml~. ~cul~y d~ ~ f~ws: B~l~lng ~ ~e Nc~w~ ~n~ of ~e N~st G~ee 0f ~a No~t ~u~er ot ~e ~uffiw~t ~ ~n ~ ~d ~[~ on ~e canterllne of ~ke O~e; ~ence ~g the W~t line of ~d N~ ~ of · e N~e~ ~u~ ~ ~e Sou~west Queer ~d tangerine ~ ~e I. ~ 0'IT~' W~ ~ F~ ~ ~e ~UE ~INT ~ BEGINNING; ~e ~nulng 3. ~ ~e58'10' E~t 218.~ F~t; ~ence ~ng ~d s~ ane 4. N~ 0'17~' ~ ~.~ ~t ~ence 6. ~ ~e17'~' E~t 261~ F~ ~ e line ~1~ wi~ ~d 41.~ f~ ~ 7. N~ ~e53'~' W~t 17[~ F~ ~enca · ~ ~e17'~' W~ 4Z39 F~C NOV-02-99 04:16P Sowa~-ds & B~-own Eng. 619 436-8603 P.OS .EXHIBITC . LAKE '~',~ ORIVE __ __ __ SO07TOO'w 32Z81" f0C ~0£ x~. S00~ 7"00'~ ~ ~Y: 2~0 - ~0 - 82 I.~ I .. 3EC 23, T, I3 &, R, 4 ~, I - ~,'2,'~ ~.o~' I EXHIBIT D